- Scalawag the Raccoon: Imagine yourself rich beyond your wildest dreams. Why, just yesterday a fellow in the next county became the proud winner of a new cottage, a new wagon, and an old cow.
- Geppetto: We've got to find a way to open the door.
- Pinocchio: I know, I'll lie!
- Igor the Monkey: No, is no good. Look where it get me and boss!
- Pinocchio: You can't fool me, that was a fake ruby!
- Scalawag the Raccoon: The Pharaoh's ruby? Incredible!
- Igor the Monkey: Maybe was fake Pharaoh?
- Emperor of the Night: In a few moments the transformation will be complete. You will have no will at all. Take them all to the dungeon.
- Pinocchio: Where are we?
- Scalawag the Raccoon: I fear we've sailed into the Empire of the Night...
- Igor the Monkey: [shivering] Boss, don't say this thing.
- Pinocchio: If you're so strong and powerful, why did i have to sign? Why didn't you just make me into a puppet anyway?
- Emperor of the Night: Only you can choose your fate.
- Pinocchio: That's right. And i choose never to see you again!