Pinocchio decides to retrieve the jewel box. Willikers objects, so Pinocchio sets him aside and travels alone. Willikers encounters Grumblebee again, whom takes him to his home in Bugsburgh. Pinocchio encounters Scalawag and Igor again, whom inform him that the box is at the carnival, which has returned to the ship. The trio pursue the carnival ship by boat. Unbeknownst to Pinocchio, they plan to hand him over to Puppetino in return for a reward, but after Pinocchio saves them from a giant barracuda, they change their minds and begin to genuinely bond with Pinocchio. As they travel, the carnival ship arrives, capturing the boat. Willikers, carried to the river by Grumblebee, latches onto Pinocchio's pocket as they drift into the ship.
