This was an idea I had to get out of my head. It's what might have been happening as Jiminy ran back from the docks to the Poll Hall.

Here, I try to address this with what Pinocchio might have been thinking as he watched Lampwick become a donkey.

Note that, as with the previous chapter, this is not compatible with my "A donkey in human clothing" story and is a bit AU from the movie.

Fun was supposed to be all right, wasn't it? Why build amusement parks, roll cigars, brew drinks and bake cookies or chocolate if some law forbade enjoying such things?

Pinocchio had been of two minds ever since Jiminy stormed out after declaring Lampwick nothing more then a jackass.

Lampwick was Pinocchio's friend. Yet, Jiminy was Pinocchio's conscience.

"Conscience; phooey, what's anyone need with a conscience?" Lampwick said.

Lampwick drank the contents of the mug he carried in a single gulp before shaking his head. He went back over to the keg and poured himself another beer.

"Damn beetle won't let us have any fun," Lampwick said. "You like having fun, don't you little buddy?"

Pinocchio nodded.

Lampwick placed his mug on the pool table before he picked up the cigar and took a long drag. He leaned over to line up a shot only to snort and stand.

"Damn beetle took the fun out of it," Lampwick said. "How can I have fun when I keep hearing that voice of his?"

"But Lampy, maybe there's a good reason he said those things," Pinocchio said.

"Do you wana work yer whole life?" Lampwick asked.

"I dunno, maybe Jiminy was right about some of the stuff…"

Lampwick growled before breaking the pool cue he held over his knee and discarding the pieces. Pinocchio wondered how Lampwick did that without hurting himself.

"Yer letting that beetle get to you," Lampwick said. He put the cigar down and picked up the mug before drinking the beer in a single gulp.

Pinocchio knew this was wrong. It couldn't be good to drink or smoke that much. Jiminy wouldn't object if these things and this place were as safe and acceptable as Lampwick said. Yet, Lampwick was Pinocchio's friend. Pinocchio felt that a friend shouldn't deceive another. Yet, both Lampwick and Jiminy couldn't be right if their views conflicted.

"But Lampy, he just wants me to become a real boy," Pinocchio said. "Why, he even defended me when I lied and…"

"When you got into trouble for lying?" Lampwick said. "We're not gonna get into trouble! The grownups can't even see us! What happens on Pleasure Island stays on Pleasure Island."

"But isn't that like lying?" Pinocchio said.

"Not telling someone something ain't a lie," Lampwick said. "Come on adult have secrets, why can't we?"

Pinocchio looked at the beer and then at Lampwick.

"Come on, try some of that beer. It won't hurt you."

Pinocchio nodded and took several sips of the beer. It had a strange taste.

Lampwick walked over to the keg and filled his mug once again. He'd already drunk the contents before Pinocchio could protest.

"Lampy, stop, you're gonna get sick or something," Pinocchio said.

Pinocchio pondered running after Jiminy. Lampwick was telling Pinocchio to do everything that everyone else that wanted more for Pinocchio had pleaded with him to avoid. What sort of friend would tell someone to do something bad and then lie to cover it?

Perhaps Lampwick did want the best for Pinocchio.

Nothing but a jackass.

Jiminy's words rang in Pinocchio's head. Even if Lampwick did want the best for Pinocchio, he was starting to realize that the misguided path Lampwick had chosen was not a path that would lead to Pinocchio becoming a real boy.

Pinocchio didn't know to where it would lead but he knew it couldn't be good.

Lampwick staggered back to the pool table as his ears suddenly grew into a long pair of brown furred ears!

Pinocchio had seen ears like that before but he couldn't remember where.

"Come on Pinoke. You only live once and gotta have fun while you still can," Lampwick said.

Lampwick used Pinocchio's cue to line up a shot and took it as something pressed at the back of his pants before forcing its way out. It was a tail! Lampwick had grown a tail!

He stood and turned around. His goofy smile betrayed his intoxicated state.

Pinocchio looked at the beer in his mug and then back at Lampwick.

"But Lampy, you just – you just…"

"Made a good point? Of course I did," Lampwick said.

"Lampy, maybe we should get out of here before…"

"We're not gonna get caught," Lampwick said. "Come on Pinoke. You gotta relax and enjoy yourself. That's what pleasure island is all about. We can do all of the things we want to do back home but here, no one says anything. I just wish we didn't have to leave."

"I dunno Lampy, maybe we shouldn't…"

"Don't be like that. Remember those boys that took everything off and ran free? They were having a great time. Nothing bad happened to them! Here, I'll start with something like that but easier."

Lampwick sat on the side of the pool table before he pulled off his shoes and socks. He leapt off the table before making a few more shots.

"I kinda like this. Maybe it might be nice to stay this way for a while," Lampwick said.

Lampwick took another shot. From his movements, Pinocchio gathered the shot was a successful one. That or perhaps Lampwick was too intoxicated too care.

"But if you wana let some stupid beetle tell ya what to do, then go back to him," Lampwick said. His tail started swishing back and forth. "See if I care."

The irony that Lampwick was doing the same as Jiminy but for a different path was not lost on Pinocchio. However, he still wanted to think of Lampwick as a friend, albeit one perhaps in far more need of Jiminy's guidance.

"I don't wana leave ya Lampy, yer my friend," Pinocchio said. He stood up. "But that beer is doing something weird to you."

"It's doing something to be all right – it's making me feel great!"

Lampwick somehow seemed to get taller as a clomping replaced the sound of Lampwick's feet touching the floor. Pinocchio looked down to see that Lampwick's feet had become hooves!

"Lampwick, you're feet – they're…"

"Oh come on now! I can't even go barefoot?" Lampwick asked.

Lampwick took another shot before putting down the pool cue. He turned around and smiled at Pinocchio.

"You really need to relax kid. Come on, take another shot," Lampwick said. "It'll help you to forget the stuff that beetle said."

Before Pinocchio could respond, brown fur overtook Lampwick's face, twisting his head into a brown furred head with a dark mane and light furred muzzle.

Pinocchio now recognized what Lampwick was becoming. His face, tail, hooves and ears looked just like the animals that had pulled the coach to the ferry that took them to the island. Lampwick was somehow turning into one of those creatures!

But how was this happening? More importantly, why was it happening?

"But I think maybe Jiminy was right! Maybe we should listen to him so we don't turn into …"

Pinocchio stood up fast enough that he accidentally knocked over his beer, causing it to fall to the floor.

Lampwick – seemingly unaware of the changes to his body and intoxicated enough to find crabgrass hilarious – laughed for several seconds before a loud bray escaped his lips. He clasped his muzzle with his hands, holding them there for a few seconds before letting go.

"Did that come outta me?" Lampwick asked.

Fear started gripping Pinocchio. Lampwick braying made the reality of their situation even more evident. Pinocchio could only nod.

He watched as Lampwick felt his muzzle.

"Huh?" Lampwick asked.

He felt his altered face with his hands, making his way up to his long ears, before he pulled them down.

"What the - What's going on?"

Lampwick ran over to the mirror at the side of the pool hall. He screamed when he saw his reflection. Pinocchio could only watch as Lampwick panicked, running back and forth.

"I've been double-crossed, help, help!" Lampwick cried.

He ran into the back of the pool hall as though in a desperate search of something. When he ran back out to where Pinocchio was. Fear had gripped Lampwick almost to the point of madness, showing Pinocchio a far different side of the boy he knew.

"I've been framed!"

Lampwick ran over to Pinocchio and dropped to his knees. Pinocchio looked down as Lampwick grabbed Pinocchio's suspenders.

"Please – no, can't be happening, I can't be wrong. I'm not a donkey! I just don't want to school and all that stuff the beetle said! Is that so wrong?" Lampwick cried. "I just want to have fun!"

Fate it would seem had a cruel answer for Lampwick, perhaps the only way to show Lampwick the sad truth. Pinocchio could only watch as Lampwick's hands quivered and brown fur covered his arms as his arms became the forelegs of a donkey and his hands hooves.

"No, I'm not a donkey! Noooooooo!" Lampwick cried.

He stood up, both he and Pinocchio taking several steps backward.

Lampwick cried for his Momma as a final desperate act. The force changing his body continued unabated as it made the final cruel changes. Pinocchio watched as Lampwick fell onto what were now four legs and hooves. His body convulsed as it changed further so that his proportions and form were similar to that of the creatures that had guided the coach.

His cap fell to the floor before he let out a bray then another and then another.

Lampwick had become a donkey.

His expression betrayed his shock that not only were those sounds coming from he but that it was the only sound he seemed capable of whether by physical or more terrifyingly, mental limitation.

Lampwick started bucking wildly as the realization of his nature, the shock of his sudden transformation and knowing what it would mean for him drove him to madness.

Pinocchio could only watch as Lampwick galloped around the room, braying. Lampwick soon smashed the mirror before running a short distance upon which he kicked off his pants.

Lampwick kicked over several more pieces of furniture – sending a chair flying that barley missed Pinocchio – before fleeing the pool hall and into the night.

Pinocchio's mind reeled as he tried to comprehend what he'd just witnessed. Seeing his friend not only turn into an animal but reduced to such a panicked state was both sad and terrifying.

At the same time, there was a curious realization that came with it. It only lasted a moment, but a sort of clarity went through Pinocchio.

Jiminy wanted Pinocchio to get an education and rise above temptation.

Being a real boy went well beyond the form. Among other things, it meant overcoming ones more basic urges and to care about more then just the moment and pleasure. Pinocchio was starting to understand that being a real boy was a privilege he had to earn. There was no sense in him being a real boy if he only wanted the sorts of things Lampwick wanted. He didn't need to be a real boy to satisfy those desires.

Lampwick was an example of this. In a sense, Lampwick was already a donkey, even before he became one in body. Donkeys didn't drink beer, play pool, poker or smoke cigars but Pinocchio found himself understanding that they would if they had the ability and opportunity. Lampwick was what a donkey would be if they had a human form and understood how to do human things.

Pinocchio now understood to were such thinking could lead. A renewed desire to do right and earn being a real boy went through Pinocchio. But, was it too late?

Warmth and tingling went through Pinocchio's ears moments before he heard a tear in his pants. He felt what were now flesh and blood ears, but those of a donkey as well as the tail he'd sprouted.

"Oh no," Pinocchio cried. "What's happening?"

He remembered the things he'd done. Was he to become a donkey as well?

Jiminy ran through the pool hall doors moments later.

"Pinocchio," Jiminy cried.

Pinocchio ran over the Jiminy. "Jiminy help!"

"Lampwick he – he changed into one of those animals from the Coach," Pinocchio said. "He couldn't speak and he kicked and ran out and…"

Tears were falling from Pinocchio's eyes.

"I know Pinocchio. The rest of the kids – the boys, they're all donkeys," Jiminy said.

He put his hands beside his ears, using his fingers to portray the image of long ears.

"You too," Jiminy said.

Pinocchio could only nod. Hearing and realizing that the reason all of the boys had vanished because they'd become donkeys only heightened Pinocchio's terror. He knew that if he was going to get out of this with any chance of becoming a real boy that he needed to listen to his conscience.

"Come on, we have to get out of here before you get any worse," Jiminy said.

He led the way with Pinocchio following.

"It's this way! Hurry, before they see us," Jiminy said.

They ran through the darkened park as fast as their legs could carry them.

"Wait, what about Lampwick?" Pinocchio asked.

When Pinocchio imagined Lampwick, he imaged the boy Lampwick was before the island's magic changed him in ways nature never intended.

"Pinoke, it's too late for him," Jiminy said. "Even if we could find him, a donkey can't climb and I don't think they can swim."

Pinocchio shared his revelation with Jiminy.

"That's the problem Pinocchio; we can't change Lampwick back into a human if that isn't what he is on the inside or what he truly wants to be."

Pinocchio felt a pang of guilt at knowing Lampwick's form and perhaps even his nature had seemingly doomed Lampwick to life as a donkey. That, coupled with seeing the island in ruins – perhaps revealing its true nature or at least the results of the lifestyle in which it tempted one to live – as well as knowing how close he was too becoming a donkey himself only served to increase Pinocchio's desire to become a real boy.

"I wish we could save him," Pinocchio said.

Pinocchio meant more then just from whatever the Coachman intended but from Lampwick's own nature.

"I know Pinoke, I know," Jiminy said. "But, we need to save you wile we still can. There's nothing we can do for the others. I wish we could. But it's too late for them. We can still save you and we gotta while there's still time."

They came upon a rocky cliff and climbed it. As they neared the top, Pinocchio looked at Jiminy.

"You're going to have to jump," Jiminy said.

Pinocchio took one last look at the park.

"Pinoke, he chose to come here and he chose that path," Jiminy said. "Now, come on, we gotta go now!"

Pinocchio gulped and nodded before he looked down into the water below and jumped.