Lampwick and Pinocchio looked out of the pool hall`s saloon doors . Jiminy Cricket walked off in his huffiest state ever .

Lampwick snarled " Good riddance , you grasshopper !"

But Pinocchio was regretting this all . He knew deep down in his heart , deep deep down , that he should of left the pool hall with Jiminy . But Lampwick was his best friend . If there was one thing Pinocchio knew , friends don`t leave each other behind . But wasn`t Jiminy another best friend ? Dis his conscience count as a best buddy ? Pinocchio had to think about that one .

Lampwick puffed his cigar proudly , sending rings of smoke from his lips . " He has to go and ruin everything for us , huh Pinokey ? "

Pinocchio looked at his cigar . He hated the taste of it , and he hated the beer . Lampwick told Pinocchio to smoke it and drink it "anyways " . He said that only "cool " people smoked . One puff , though, made Pinocchio think Lampwick wasn`t as cool as he thought he was . Lampwick also seemed to be less of a true friend them anything . Pinocchio sighed partly form exhaustion of having too much fun and partly from his battling thoughts .

"No Lampwick," Pinocchio said flicking away his cigar into the spittoon with a clank ! . "Jiminy looks out for the best for me . He my conscience ..."

"And I`m your best friend ! " Lampwick hissed . " So Pinocchio , are you gonna listen to ... to a bug ... or are you going to listen to a true pal like me ?"

Pinocchio didn`t know who he was pals with anymore . Should he stay loyal to Lampwick or run after his conscience , who was there for Pinocchio from the very beginning ? He head , fighting a raging war , ached with frustration . He thought he was felling the affect of all the cigars he smoked .

Lampwick , in anger , jammed his cue against the cue ball . That lead to another ripe in the felt of the pool table ( the earlier one was from Pinocchio ) and the que snapped in even piece . " Darn it! " Lampwick cursed banging his fist against the table . "I`m just gonna get another que in the back room " He said and walked to the other room .

Pinocchio sighed again .

He felt like leaping out of the chair and running after Jiminy . Jiminy Cricket couldn`t of gone far considering his size and would probably be easy to catch up to . Suddenly Pinocchio heard a thunk! .

Pinocchio scanned the floor for what could of made that noise . He saw his hat slide on the floor . He grabbed in and placed it back on his head . But then his ears began to itch . As he stretched he felt his ears being in a different place . They felt long and fuzzy ...

Then Pinocchio heard a scream "Lampwick are you okay ?" He asked .

"Swell .. just swell . I`ll be out in a minute ." Lampwick called .

Pinocchio pulled down his ears . They were more flexible and they where donkey ears . Pinocchio had to cover them up . But how ?

He then saw a piece of fabric , goodness know what it was doing in a pool hall , and tied it around his heard like a turban .

Lampwick came back with his pool cue . But just like Pinocchio , he had a clocked his head . Lampwick looked at his best friend sighing in relief ." Pinoke " Lampwick said quietly after a few minutes of silence . " Why are you wearing a turban ?"

"Me ? Well , I saw a spider and got scared and hide under this cloth ... "

"So did I " Lampwick rushed in .

The stood in the pool hall look curiously at the turbans . "Lampwick ?" Pinocchio asked .

"Yeah . "

"Would you do me a favor ?"

"Sure . "

"Could you take off your turban ? "

"Me ?" Well not if I see yours !" Lampwick said grasping his turban in protection .

"Okay , fine ." Pinocchio sighed . He was about to take his off but he got an idea . "Wait! Instead of taking off our turbans one at a time , how about we do it together !"

"Sounds fair . "Lampwick nodded "On the count of three . One ! Two ! Three !"

And with that they both flew off their turbans . Instead of having normal flesh boy`s ears , the both had grey or reddish -brown ears . Instead of pitying each other they simply laughed . They laughed and laughed until their sides ached in pain .

"Okay... " Lampwick said gasping for air . "Okay... okay" He began to laugh again but it turned into a donkey`s bray . "Ha ha ha he-haw !"

Lampwick quickly covered up his mouth . Pinocchio stared at his best friend . "You okay ?"

Lampwick nodded .

Pinocchio turned around "Maybe you need some water ..."

But just as he tried to leave the pool hall , he heard a ripe in the seat of his pants . Turning he saw a grey tail with a shiny black tassel . Looking up in horror he saw that Lampwick had also grown a fine brown tail . Lampwick was death pale and was struggling to stand .

"Pinocchio I can`t stand anymore ! " He yelled in fear .

"Me neither !" Pinocchio screamed .

They both fell to the floor , braying like made . Slowly , their human body turned into fur and faces turn to muzzles .

Jiminy came in , really running . " Pinocchio! The kids ... the boys .. their all donkeys !... Oh my ! " He stuttered .

There was nothing Jiminy Cricket could do .

It was too late ...