Chapter 128: Heart of the Puppet Part 1: Meet the Living Puppet

In a distant world, in a small quiet little town was an elderly man, who was working on a wooden puppet, but walked away, going to get something and as he walked away, a small cricket appeared, looking around and then to the puppet, hopping up to the inanimate wooden doll with strings and examining it, chuckling to himself.

"Cute little guy." The cricket said. "Ding, ding, going up!" He then grabbed one of the strings and stared climbing it, standing on the puppet's nose and used his umbrella to knock on it, hearing the sound it made and smiling at it. "Good piece of wood too."

"Well now!" The puppet maker said, the cricket looking to the stairs to find a cat coming his way followed closely by the creator of the puppet, wearing black shorts, a blue shirt with a red vest and wearing an apron, carrying a can of paint with him. "It won't be much longer." The cat then meowed, jumping down the stairs after its master. "Just needs a bit more paint and he's all finished." The cricket then jumped onto the string and began climbing up, hiding just above them as he watched the elderly man approach."I think he'll be alright. Don't you think Figaro?"

The puppet maker started singing a tune to himself, painting the puppet while the cricket watched, looking around for another place to hide when he found another shelf, so he ran to it and jumped, sailing through the air before the umbrella opened up and made him slow down, gently falling down before he saw another shelf, swinging back and forth before landing on the shelf, closing his umbrella and running behind a music box, watching as the man applied the finishing touches to the puppet, leaning on a figurine, but ended up touching it's rear, recoiling and chuckling.

"Oh, beg pardon." The cricket said, returning his attention to the puppet maker.

The puppet maker finished the painting by painting a smile on the puppet, pleased with his work as he finished.

"See?" He asked his cat. "That makes a big difference."

"Very good." The cricket said. "Very, very goo-" He then stopped, seeing a dissatisfied look on another inanimate objects face, recoiling at it. "Well, you can't please everyone."

The cricket focused back onto the woodcarver, glaring at the face with the dissatisfied look, the carver setting the paint brush down as he laughed to himself.

"Now I have just the name for you." The woodcarver said. "Pinocchio! Do you like it Vigaro?" The cat through about it, but then just shook his head, letting him know he didn't like it. "No? You like it, don't you Cleo?" He turned to his goldfish, but she gave the same answer, shaking her head. "Well, we'll leave it to little wooden head." He then grabbed the string attached to the puppets head. "Do you like it?" He then started shaking the puppets head, making it answer yes as he laughed to himself. "Ha, that settles it! Pinocchio it is! Come on, let's try you out!" He then picked the puppet up and went over to the shelf the cricket was on, approaching the musical device, the cricket hiding underneath it. "Music Professor!"

The machine then started moving, the little conductor taping his stick on the stand and the others on the device started playing music, a small upbeat tune playing while underneath the machine, the cricket was shuffling for his life, trying not to get squished as he tried to get out.

"Hey, ow, ow!" The cricket said, getting pummeled under the music box. "Take it easy! Break it up will ya!?" He finally got out from underneath the music box, getting hit in the head on the key. "Lot of down beats in there."

The elderly man then started humming the tune, passing by another apron with his name of it, Geppetto, as he began to sing his song.

[Geppetto]

Little woodenhead, go play you part,

Bring a little joy to every heart!

Little do you know and yet it's true,

That I'm mighty proud of you!

Little wooden feet and best of all,

Little wooden seat incase you fall!

He then lifted the puppet up by the strings and made it fall, Geppetto laughing.

Ho, ho, how graceful,

My little woodenhead!

The cricket looked to the machine, following the movements of the one who was whistling, following it's head as it shook when he heard Geppetto and blended in with the machine, pretending to be one of the musical pieces as Geppetto danced by, pretending to play the trombone and as Geppetto walked by, the cricket looked to the puppet, watching it dance around and spin, moving to the goldfish Cleo, who as spooked by the approaching puppet, but it then flew in the air, Geppetto holding it up.

"Cleo, meet Pinocchio." Geppetto said, moving the puppets hand and the hat, making it appear as though it was lifting its hat. "Say 'How do you do?'" Cleo smiled and spun around, giving the puppet loving eyes before moving the puppet to the cat, who was named Figaro. "Say hello to Vigaro." He then moved Pinocchio's hand, petting the cat, which it seemed to enjoy before Geppetto moved the foot, kicking it as Geppetto chuckled. "Oops, ho, ho, up to mischief already." The cat then hit the puppets foot, making it hit the puppet in the head ad Geppetto freed it from the tangle. "Now you see what happens." The puppet then fell, moving on the ground on it's stomach, crawling on the ground and making the cat back away until it reached the stair, falling down the first step as the woodcarver moved the puppet over the stairs, which the cat looked over and saw the puppet. "BOO!" The cat hid as Geppetto laughed, picking the puppet up and chuckling as he held it. "Up we go. Aw, you're a cute little fellow. And that smile. You know I..." The cat meowed and purred, trying to get attention but accidentally pulled the woodcarvers sock down, annoying him.

"You Rascal!" Geppetto said, pulling the sock up. "Jealous huh?" Geppetto then picked Figaro up, holding him by the nap of his neck as he brought him up to the puppet. "You know, Pinocchio, I think Figaro is jealous of you." The cat tried to take a swipe at Pinocchio, but missed, Geppetto putting them both onto his work bench and started to pet the cat. "Oh, don't worry Figaro. I..." He then heard the bell chimming, turning to all the clocks as they started to come to life all together, all of different designs and styles as they all had the same time set on them, nine o'clock. "I wonder what time it is?" He took out his pocket watch and saw the same time as what was on all the clocks, putting his watch away. "It's getting late."\

He looked down and saw that Figaro was yawning, indicating he was getting sleepy as was Geppetto.

"Come now, we go to bed." Geppetto said, picking up Figaro. "Good night, Pinocchio. Heh, little funny face." He walked over to the fishbowl as the cricket was yawning, also getting tired. "Good Night Cleo, my little water baby." He then started petting Cleo before rubbing her belly, the little fish enjoying it as the cat was about to jump down. "Figaro, say good night too." The cat looked to the fish, which the fish put its lips onto the glass bowl, expecting a kiss, which the cat seemed hesitant. "Go on." The cat looked at the fish, not liking it, but he licked the bowl and the fish spun around, fluttering its eyes at the cat as Geppetto picked him up. "No go to sleep, my little mermaid, good night."

The cricket yawned again as the fish swam to its little castle, closing its eyes as Geppetto got ready, the cricket taking his jacket off and his hat, lying down to go to sleep.

"This is what I call comfort." The cricket said, kicking his shoes off. "Solid comfort."

Geppetto was in bed, smoking his pipe as the cat was sleeping, looking to Pinocchio as he chuckled.

"Heh, look at him FIgaro."Geppetto said, disturbing the cats sleep. "He almost looks alive. Would it be nice if he was a real boy? Oh well, come on, let's go to sleep." He hung his pipe up and put the candle out, ready to go to sleep, the cat getting ready to sleep. "Aw Figaro..." The cat shot up, looking to Geppetto is annoyance, wondering what he wanted now. I forgot to open the window." Annoyed with it's master, Figaro got out of his bed and jumped up onto Geppetto's bed, walking across before jumping up and working to open the window, getting it open after a moment, getting ready to jump down when Geppetto shot up. "Oh Figaro! Look, look, the wishing star!" As Geppetto got up and knelt in bed, he didn't;t notice a golden light shoot into his home through the window, focused on the star. "Star light, star bright, first star I see tonight. I wish I may, I wish I might, have the wish I make tonight. Figaro, you know what I wish for?" The cat shook its head, clearly exhausted. "I wish that my little Pinocchio might be a real boy. Wouldn't that be nice? Just think, a real boy."

"A very lovely thought, but not at all practical." The cricket replied.

"A real... boy." Geppetto repeated, falling asleep, the cat getting into the covers with its master as they both slept.

But as they slept, the clocks continued to tick, disturbing the cricket as it looked to all the clocks, getting annoyed with them all as he got his hat and covered his head, trying to block out the noise when Geppetto's snoring got worse, snoring loudly.

"GUIET!" The cricket shouted, everything stopping and becoming quiet. "After all, enough's enough." He then got himself comfortable, ready to go to sleep when the room started to get brighter, getting his attention and looking to the window. "Now what's up?" As he as that, the star in the sky flew down, heading towards them as the golden light appeared, moving to Pinocchio and into the wooden puppet, the symbol appearing on the wooden puppet's head. "Hey, what's going on here!?" He ran for cover, hiding in a small pot at the blue light came into the room, changing into a fairy as she walked around, the cricket popping his head up and seeing her. "As I live and breathe, a fairy!"

"Good Geppetto."The fairy said, talking to the sleeping man. "You have given so much happiness to others. You deserve to have your wish come true." She then turned around and walked to the puppet, seeing the symbol on the puppets head and smiling to herself, watching it as it started to glow purple and Spyro appeared in front of her. "And who might you be?"

"I'm Spyro." He replied.

"Oh yes, I've heard so much about you." The fairy said. "And about what you did for your friends and for a princess. You are truly a good man."

"Well what can I say, it's in my nature." Spyro replied. "And no doubt you heard what happened to me?"

"Of course I've heard." The fairy replied. "And I bet you hid a piece of your heart in Pinocchio here."

"You guessed correctly." Spyro replied. "I have faith that young Pinocchio will keep it safe."

They both turned to the wooden puppet, Spyro stepping aside to allow the good fairy to approach the wooden puppet, both standing before him.

"Little puppet made of pine, wake." The fairy said, tapping her wand onto the puppet as its magic brought it to life. "The gift of life is thine."

A moment later, the puppet started to move on its own, rubbing its eyes to wake up.

"Whew, what they can't do these days." The cricket said.

The puppet looked around, surprised to be moving and alive.

"I can move." Pinocchio said, covering his mouth. "I can talk." He then got up, trying to walk around. "I can walk!"

"Yes Pinocchio, I have given you life." The fairy said.

"Why?" Pinocchio asked.

"Because tonight, Geppetto asked for a real boy." The fairy replied.

"And I a real boy?" Pinocchio asked.

"Not exactly little guy." Spyro answered, walking to them. "How you doing little wooden head?"

"Wait, you look... Spyro?" Pinocchio asked, remembering him. "How are you here? Why are you here?"

"You see Pinocchio, I lost my heart and it was scattered into many pieces." Spyro answered. "A piece of my heart is hidden in you."

"Why?" Pinocchio asked.

"Because I know you will keep it safe." Spyro replied. "A group of friends will be coming soon to get it, but until they come and figure out the riddle, you are to keep it safe and hidden." He then took the puppets hat and pulled it down a bit, hiding the symbol. "And keep this symbol hidden. No one but my friends should find it. Can I count on you to keep it safe?"

"Sure you can!" Pinocchio replied.

"Good." Spyro said. "Now, to make Geppetto's wish come true, it depends all on you little guy."

"Depends on me?" Pinocchio asked.

"Prove yourself brave, truthful, and unselfish, and you can become a real boy someday." The fairy answered.

"A real boy!" Pinocchio exclaimed excitedly.

"That won't be easy." The cricket said.

"But Pinocchio, you must be warned first." Spyro said. "It will not be easy, for if you don't do these things exactly, you won't become a real boy. You must learn between right and wrong."

"Right and wrong?" Pinocchio asked. "How will I know?'

"How will he know?" The cricket repeated.

"Your conscience will tell you." The fairy replied.

"What are conscience?" Pinocchio asked.

"What are conscience!?" The cricket asked, jumping down and opening his umbrella. "I'll tell you! A conscience is that still, small voice that people don't listen to. That's just the problem with the world today."

"Jiminy." Spyro said. "Good to see you again little guy."

"Spyro?" Jiminy asked. "My goodness, you're here!"

"Here, but not here at the same time." Spyro said.

"What do you mean by that?" Jiminy asked.

"Are you my conscience?" Pinocchio asked, looking to Jiminy.

"Who me?" Jiminy asked, both the fairy and Spyro chuckling.

"Would you like to be Pinocchio's conscience?" The fairy asked, making the cricket blush and nod his head, agreeing to it. "Very well. What is your name?"

"Uh, cricket's the name." Jiminy replied. "Jiminy Cricket."

"Kneel, Mr. Cricket." The fairy said, making Jiminy kneel before her.

"No tricks now." Jiminy said.

"Don't worry Jiminy, she won't hurt you." Spyro said.

"I dub you Pinocchio's conscience." The fairy said, tapping her wand on his head. "Lord high keeper of the knowledge between right and wrong, counselor in moments of temptation, and guide along the straight and narrow path. Arise, sir Jiminy Cricket."

Jiminy got up and looked at himself, finding he was now wearing a new black jacket with a orange vest, new pants and new shoes, even his hat was fixed, happy to see the new clothing.

"Well..." Jiminy said, looking at everything. "My, my. Say, that's pretty swell. Gee, thanks. But, uh, don't I get a badge or something?"

"Well, we'll see." The fairy replied.

"You mean you will?" Jiminy asked excitedly.

"As she said, she'll see." Spyro replied. "She shouldn't wonder."

"Will it be a gold one?" Jiminy asked.

"Maybe." The fairy replied, looking to Pinocchio. "No remember Pinocchio, be a good boy. And always let your conscience be your guide."

The fairy then backed away and with her magic, she disappeared back into the night, leaving Spyro with Jiminy and Pinocchio, smiling at them.

"And remember Pinocchio, I'm counting on you to protect my Heart Piece." Spyro said. "My friends will appear as strange to you. But if all goes well, you'll know them when you first see them."

"But how will we recognize them?" Jiminy asked. "Who are they?"

"They're ponies." Spyro replied, starting to disappear. "They're my little ponies."

He soon disappeared, leaving them both confused as they looked out toe window, finding the Wishing Star was back where it should be, twinkling as the symbol on Pinocchio's head disappeared, fully hidden from sight and from harm. In the space above the world, the Harmony came out of Warp Space and was moving towards Pinocchio's world, a small village with a carnival on the bottom half of the world, everyone looking to it as they were all excited.

"Just think, three more pieces to go." Rarity said. "Three more and Spyro is back with us! Oh, I simply can't wait!"

"It's exhilarating, exciting, splendiferous!" Pinkie Pie exclaimed. "I'm already planning the party of a lifetime!"

"Heh, ya'll always plannin' a party Pinkie." Applejack said.

"Well this one will be super, duper, mega, ultra special AJ!" Pinkie shouted. "I mean, we can get back to the wedding as soon as we're home and then we can have the super fun party!"

"One step at a time Pinkie." Twilight said. "Let's see what the book says." Twilight opened the book, seeing the new chapter was already there and the riddle was there as well. "Chapter Ten: Heart of the Puppet. A wish was made, a wish at night, the first star they saw tonight. The for a boy, from wood to skin and bone, help him to complete the transition, what he cannot do alone. Prove to be brave, truthful, and unselfish in the end, to make him a real boy with the help of a friend."

"Great, another confusing riddle." Rainbow Dash said. "Well, what does this one mean?"

"No idea." Twilight replied. "Still, the chapter gives away what the Heart Piece is hidden in. It's hidden in a puppet."

"So we need to find a puppet?" Knuckles asked, walking to them. "Shouldn't be too difficult. Once we find this puppet, we can then find Sonic."

"Well, there's one problem there Knuckles." Maya said, turning to them. "This world has many puppets. Finding the one with the Heart Piece is going to be difficult."

"Oh, oh, maybe we should have two teams look, this way we double our chances of finding it!" Sweetie Belle exclaimed.

"That's... not a half bad idea." Twilight said. "Might workout."

"It might work." Maya said, agreeing with them. "But I think I already know where to start looking."

"You do?" Pinkie asked.

"The riddle gave me the idea where to start looking." Maya said, getting up. "I believe the Heart Piece is hidden in another friend of mine and Spyro's, Pinocchio."

"So we find Pinocchio and what, help him become a real boy?" Rainbow Dash asked. "Isn't he already real?"

"You'll see." Maya replied. "I'm going down again. And I'm taking three of you with me this time."

"So who's going this time?" Fluttershy asked.

"Well, how about..." Maya said, but was then interrupted.

"Oh, oh, we want to go!" Sweetie Belle exclaimed, the crusaders rushing to her.

"Yeah, we're sick and tired of being cooped up in the ship!" Scootaloo said. "We want to visit another world like we did the last couple of times. Please?"

"Well, alright." Maya said. "But for your own good, I'm bringing your siblings along."

"But, my brother isn't back yet." Scootaloo said, looking depressed.

"Oh, sorry." Maya said. "Well, Rainbow Dash, you're coming along."

"YES!" Rainbow Dash exclaimed, pumping up her hoof in the air. "Let's get going then!"

"Twilight's not coming along this time?" Applejack asked.

"She's gone down most of the worlds already." Maya said. "She-"

"I'm going too." Twilight said, walking to them. "I know I've been going down almost all of the worlds, but I want to help however I can. Spyro... he means everything to me and to everypony else. I want to do everything I can to help bring him back however I can."

Everyone looked at the determined unicorn, who wanted to do everything within her power to help find the Heart Piece and bring Spyro back, but they also saw how tired she was, she was exhausted had bags under her eyes, indicating she was tired, which made Maya's decision easier for her.

"No Twilight, you're staying on the ship." Maya said. "You're exhausted. I can see how tired you are and I've seen how you've been having trouble sleeping the last few days."

"I'm fine, really." Twilight said, approaching, but let out a big yawn. "I can handle... every... thing."

She then fell onto the floor, falling asleep instantly and gently snoring, her brother picking her up and putting her on his back.

"She's been having nightmares for the last few days." Shining Armor said. "She still dreams of when Spyro lost his heart, crying in her sleep and waking up screaming for him."

"I also noticed her dreams." Luna said. "Her nightmares have been getting worse and worse. She still dreams of Spyro, but there is something... strange about her dreams."

"Strange?" Maya asked. "What do you mean by strange?"

"I can't exactly explain it." Luna said. "It's jumbled together, bits and pieces, but it almost seemed like she could see what happens before it happens. Almost like-"

"Visions!?" Scootaloo asked, instantly recognizing it. "Was she seeing visions?"

"I don't know." Luna replied. "It was all pretty hard to determine, bits and pieces all jumbled together, but I think so."

"Is it possible she's...?" Scootaloo said, looking to Maya.

"We can't worry about it now." Maya replied. "We need to get moving. The more time we spend up here, it gives the Organization and Maleficent more time to catch up and steal Hearts Piece. Alright, the fillies are in. AJ, Rarity, Rainbow Dash, keep an eye on them and make sure they don't get into any trouble. This world is friendly for the most part, but it is know to have a few trouble makers. And an island."

"An island?" Rarity asked. "What kind of island? Is it tropical!? Does it have some hotels on it!?"

"Not that kind of island Rarity." Maya replied. "Hopefully, we won't be going near it." She looked back tot he others, who also looked exhausted except for Pinkie Pie who was as bouncy as ever, a smile still on her face. "Don't worry guys. It's almost over. Three more to go and we can go home. For now, get some rest and relax for a while. You've earned it."

Maya raised her Keyblade above them, light shining out of the tip of the blade and tendrils of light surrounded them before engulfing them in that very light, shooting out of the cockpit while everyone watched, everyone was exhausted and all walked down the stairs, Shining Armor carrying his sleeping sister as she snored quietly, mumbling in her sleep as they walked to the sleeping area. On the surface of the world, the light was flying down to the surface and landed on the ground, the light disappearing and allowing them to have a look around, finding they were in an olden village of Italy, looking around to find the streets weren't busy, but many children ran past, all laughing and having fun.

"Wow, this place is amazing!" Scootaloo said.

"You said it Scootaloo!" Apple Bloom said. "Ah wonder where we should start searching!"

"We'll start with the clock makers shop." Maya said. "Spyro told me stories about a clock maker and his little boy, Pinocchio. There's a good chance Pinocchio has the Heart Piece. If he does, we need to get to him now. Come on."

They started walking towards the clock makers shop, hoping they would find the puppet and the Heart Piece before anyone else could collect it, moving through the streets and past some shops, some clothing shops, pastry shops, even a few toy stores, which they wanted to look into and see if the puppet was in them, but Maya kept them going in the direction of Geppetto's house, rounding the corner and running past Pinocchio, who was skipping happily along and everyone watched him.

"Well, what a cute little boy." Rarity said.

"Yeah, a cute wooden boy." Applejack said, but a moment later, she stopped as everyone else did, turning to see Pinocchio skipping along, everyone in utter shock. "A wooden boy!?!?"

"Ok, out of all the strangest things I've seen during this whole journey, that takes the cake." Rainbow Dash said.

"You said it Rainbow Dash." Scootaloo said. "I mean, I've seen a prince get turned into a frog, but a wooden puppet walking around without any strings or anypony controlling it? To me, that's gotta be the strangest thing ever."

"How in tarnation can a wooden puppet walk about without any gosh darn strings?" Applejack asked.

"One that was brought to life through magic." Maya said. "I do believe that's Pinocchio."

"That's Pinocchio!?" Sweetie Belle exclaimed.

"That is Pinocchio." Maya said. "And I believe he's the one who has the Heart Piece."

"Well what are we waiting for!?" Rainbow Dash exclaimed. "Let's go!"

"Hold on Rainbow Dash." Maya said, stopping her. "It won't be easy. According to the riddle, we need to help him become a real boy. And this world is full of temptations that can change a child."

"Change them?" Applejack asked, bringing Apple Bloom closer to her. "How?"

"I don't know how, but this world can change a kid in more ways than one." Maya said, turning to see Rarity and Applejack holding their sisters close while Scootaloo stood close to Rainbow Dash, almost hugging her leg. "Keep the fillies close and don't let them out of your sights. Come, we better catch up before anything happens to him."

They started to go after the wooden puppet, hoping to catch up to him before something happened to him, catching up to him as he was looking around for the rest of the children to get to school.

"Hey kid, wait up!" Rainbow Dash exclaimed.

Pinocchio turned and saw Maya and the rest of her friends approach, wondering who they were and why they wanted him.

"Oh, hello!" Pinocchio said. "Who are you?"

"I'm Maya." She replied. "And these are my friend, Applejack, Apple Bloom, Rarity, Sweetie Belle, Rainbow Dash, and Scootaloo. And I take it, you're Pinocchio."

"That's me!" Pinocchio replied. "And this is Jiminy!"

A second later, Jiminy jumped out from Pinocchio's pocket and looked up, seeing Maya and smiling.

"May!" Jiminy exclaimed, jumping down. "May, how are you doing!?"

"I'm doing fine Jiminy." Maya replied. "And the names Maya. May was just a nickname."

"Well the name doesn't matter now does it?" Jiminy asked. "Pinocchio, why don't you go on ahead to school. I'd like to catch up with an old friend of mine." Pinocchio nodded his head and started skipping away, leaving Jiminy with Maya and the ponies as they found a nearby table, Maya picking the cricket up and taking him over to the table and setting him down, everyone sitting at the table as everyone went about their day. "So, where you been all this time? Spyro, Sore, and Riku were worried sick about you."

"I was sorta held up for the most part." Maya replied. "I was being controlled by a lord of darkness, the Dark Lord if you prefer. Spyro freed me from his control before... before..."

"Yeah, we kinda figured it out." Jiminy said. "Spyro told us you might be coming."

"He told you!?" Scootaloo asked.

"He did." Jiminy replied. "When Pinocchio came to life, Spyro told us he some friends of his would be coming to get the Heart Piece."

"Is the Heart Piece hidden in Pinocchio?" Rainbow Dash asked.

"It is." Jiminy replied, making them smile. "He said you'd come for it. Said something about solving a riddle to get it."

"We have a book that gives us the location of each Heart Piece." Rarity replied. "It also tells us how to get the Heart Piece, but it has to be told in a riddle. For this one, we need to help Pinocchio to become a real boy."

"And Ah take it, it won't be easy." Applejack said.

"You got that right little pony." Jiminy replied. "He needs to prove himself brave, truthful, and unselfish to become a real boy. Unfortunately, that isn't exactly the easiest thing to do. Kids these days are selfish, liars, and scared of just about everything. Pinocchio is going to have one heck of a journey if he's going to become a real boy."

"Yeah, Maya told us this world is full of temptations for a kid." Applejack said. "Stuff that can change a kid."

"Speaking of, we should probably catch up with Pinocchio before anything happens to him." Maya said, getting up. "We don't need him to get into any trouble."

"Aw, come on Maya, how much trouble can he get into between his home and school?" Apple Bloom asked.

"Ya wanna ask that with all the stunt you and yer friends pulled?" Applejack asked, giving her little sister a nuggie.

They all got up and ran after Pinocchio, following the path he took when they saw someone coming, moving out of the way to let them pass and hearing a happy tune as they approached, the fillies enjoying the tune.

"Oh boy, a parade!" Jiminy said, marching past as the tune went on.

[Pinocchio]

Hi-diddle-Dee-Dee,

An actors life for me!

They all then turned to see it was Pinocchio and he was following a fox and a cat, the fox which Maya recognized instantly.

"Oh no!" Maya exclaimed. "It's Honest John, the biggest scammer in this world!"

"We need to stop him, quickly!" Applejack said.

"We can't AJ." Maya replied, stopping her.

"What!?" Rainbow Dash exclaimed. "Why not!?"

"We can't meddle in the affairs of the worlds unless the Heartless, Nobodies, or the Unversed are involved." Maya replied. "This is the natural order of the world, so we can't interfere."

"But I can!" Jiminy exclaimed, jumping down and running after them to stop Pinocchio and talk to him.

[Honest John]

A waxed mustache and a beaver coat,

A pony cart and a billy goat!

Hi-diddle-dee-dum,

An actor's life is fun!

You wear your hair in a pompadour,

You ride around in a coach and four!

"Wait!" Jiminy shouted, getting in front and holding his hand up. "HALT!"

You stop and buy out a candy store,

An actor's life for me!

"Wait, hold up!" Jiminy shouted. "Pinoke!"

He jumped around and then onto Honest John's tail and up his back, all the way to hit hat to try and get Pinocchio's attention.

Hi-diddle-dee-dee,

An actor's life for me!

"Hey!" Jiminy shouted, whistling.

"Huh, what was that?" John asked.

"Oh it's Jiminy!" Pinocchio said, spooking John. "What are you doing up there?"

"Huh, who?" John asked, looking up. "What? What? Who? Jiminy? Up where?" As he tilted his head back, the cat saw Jiminy, who smooshed him and the cat just chuckled and played along before realizing what was going on and got a hammer out. "Why my boy, you must be seeing things."

"Oh no, that's my conscience." Pinocchio replied. "He-"

"Now, now now, let's calm down." John said, the cat moving onto his back as John talked. "There's nothing to be afraid of."

As he said it, the cat brought the mallet down, trying to his Jiminy, but instead hit Honest john in the head, knocking him to the ground and making his hat stick to him, making it difficult for him to breath or see as he squirmed around trying to get free, Pinocchio watching, the cat passing him the mallet and running away to avoid getting the blame.

"Psst, Pinoke!" Jiminy said, getting the puppets attention and seeing him along with Maya and the ponies. "Pinoke, over here!"

"Oh Jiminy, I'm going to be an actor!" Pinocchio exclaimed excitedly.

"Oh, that good for you dear." Rarity said, everyone giving her an annoyed look. "What role will you be playing?"

"I don't know." Pinocchio replied. "Said something about got to someone called Strom-something."

"Stromboli!?" Maya asked, Pinocchio nodding his head. "Pinocchio, Stromboli is a Puppeteer, putting on shows using puppets. Honest John is planning on selling you to him for a quick buck."

"Sell him!?" Applejack asked, shocked by the thought. "Why that hustling little Varment! I'm gonna-"

"Alright now, take it easy everyone." Jiminy said. "Pinoke, remember what i said about temptation?"

"Yeah, but Honest John wouldn't do that to me." Pinocchio replied.

"How can you be sure of that though?" Rainbow Dash asked. "Back home, we had a couple of hustlers try to sell apple cider and try to kick Applejack out of her farm and home during Cider Season!"

"Pinocchio, if anyone goes and called themselves Honest anything, it means they're dishonest." Maya said. "They're schemers and crooks, not an honest bone in their entire body."

"Maya's right sugarcube." Applejack said. "Varments like that are nothin' but trouble. Ya'll should focus on going to school and learning. That's what good boys and girls do."

"But I can;t just say no to him." Pinocchio said.

"Well you can't just leave with him either." Appel Bloom said. "Sellin' people is wrong, even if you're a wooden boy."

"Yeah, Spyro taught us that people and ponies like that are nothing but trouble." Scootaloo said.

"Alright, here's what we'll tell him." Jiminy said. "You can't go to the theater. Say 'Thank you just the same.' You're sorry, but you got to go to school. Understand?"

"Mmm-hmm!" Pinocchio replied.

"Pinocchio?" Honest John called, everyone turning to the direction of his voice. "Oh Pinocchio, woo-hoo."

"Here they come now Pinoke." Jiminy said. "Now you tell them."

"Good luck dear." Rarity said. "And remember, don't let them tempt you again."

They then found a place to hide from the fox and that cat, looking out to see Pinocchio.

"Woo-hoo, oh little boy?" Honest John said, finding him. "Ah, there you are! Now where were we? Ah yes, on to the theater!"

"Bye Jiminy, bye!" Pinocchio exclaimed as the tune continued, everyone looking to the puppet in shock.

"Ya gotta be kiddin' me!" Applejack exclaimed. "Did what we say got in one ear and out the other!?"

"Quick, after them!" Rainbow Dash shouted.

Everyone went after the group of three, Maya picking Jiminy up who was just as shocked as they went after the puppet and the two scammers, hoping to catch up before anything bad happened to him. Meanwhile on Mobius, Dr. Eggman was working on his console along with his robotic assistants in their Egg Carrier, loading it up with as many robots as he could salvage from wherever he could get them as they flew back to the tower, wanting to take it back.

"That should do the trick." Eggman said. "We now have more than enough robots to take back the tower."

"And with my Nobodies, we should be strong enough to defeat the Conquerers and claim the Heart Piece." Xigbar said.

"Doctor, there's something happening to the Green Hill Zone!" Bocoe said.

That all looked out the window to see and saw that the Green Hill Zone was changing, turning gray as all the Mobians there was running away, trying to flee into another zone for safety, but not all of them made it, many getting caught in the wave of energy and freezing to the spot, watching as it went from gray to white before completely disappearing.

"What's happening!?" Decoe asked.

"It seems that when Sonic was force out of his world, it's disrupted the balance." Xigbar said. "The world is disappearing, but not into darkness. It's being erased and rewritten."

"Rewritten!?" Bocoe asked. "What does that mean for us!?"

"It means you'll be erased from existence and this world will change completely." Xigbar replied. "And it also means the Heart Piece will disappear as well."

"What do we do then?" Decoe asked.

"How do we fix this!?" Bocoe asked.

"The only way is if we get Sonic back." Xigbar replied.

"That meddlesome Hedgehog!?" Eggman asked. "Forget it!"

"Unless you have the means to open Corridors to other worlds, we need him." Xigbar replied, raising his hand as multiple Nobodies appeared. "My Nobodies will assist in retaking your tower. I'm going to go find the Hedgehog and bring him back before this world is completely erased."

Xigbar raised his hand and a moment later, a Corridor of Darkness opened up and he walked into it, leaving Eggman alone with the Dusks and the snipers, ready for a fight as the Egg carrier flew in the direction of Dr. Eggmans tower, leaving the Green Hill Zone as it continued to disappear, Decoe and Bocoe both looking worriedly at the empty space before looking to the doctor, who seemed to be smiling.

"Doctor, how are we going to defeat the Overlord?" Bocoe asked. "He's too powerful and his army is probably endless."

"Not to mention he's intelligent and probably knows all of your plans and schemes." Decoe added.

"That's where he's wrong." Eggman replied. "You see, he's made a critical error when using my technology to build his army. You see, in the case one of my robots went rogue or malfunctioned like Lucky did, I put in a kill switch in all my robots to where they shut down and won't reactivate without my say so."

"Wait, you implemented these kill switches in all your robots?" Decoe asked. "Including us?"

"Of course not you bucket of bolts!" Eggman replied. "You're older models and don't have them yet. Once we're within range, I'll activate the Kill switch and deactivate them. Once they're deactivated, I'll send in what remains of my army and have them destroy the Conquerers and we'll dismantle the Overlord to get the Heart Piece!"

"It's a good plan Doctor Eggman, sir!" Bocoe said.

"Of course it's good, because I came up with it!" Eggman said. "And once the Heart Piece is ours, that's when we'll put my other plan into action."

"Other plan, sir?" Decoe asked. "What's your other plan?"

"Patients my mechanical lackey's, patients." Eggman replied, a sinister smile appearing on his face. "All in good time. All in good time."

Decoe and Bocoe looked to one another, not liking how their creator worded that as he started to laugh, the carrier continuing it's journey to the tower as the Green Hills Zone all but disappeared, many of the Mobians having gotten away before it disappeared, all looking to the empty space that use to be their home, crying for their loss. Back in Pinocchio's world, everyone was gathering around, Pinocchio being announced as the living puppet to everyone who wanted to see him, thinking it was just a ruse, but all came to see him anyway, Maya and the ponies finding a place up high where they wouldn't be seen.

"Ladies and gentlemen!" Stromboli shouted, revealing he was a big guy wearing green and black in front of a cart, addressing the crowd. "To conclude the performance of this great show, Stromboli, the master showmen, that's me of course, and by special permission from the management, that's me as well." He chuckled to himself as he started to speak Italian. "Is here to present to you something you will absolutely refuse to believe!"

"Great, a pompous showmen." Maya said. "And a puppeteer to make things worse."

"Ah don't know, he seems kinda nice to me." Apple Bloom said.

"Looks are deceiving little sister." Applejack said. "Ah hope nothin' bad happened to Pinocchio."

"Well, looks like a sell out." Jiminy said.

"You said it Jiminy." Rainbow Dash said. "Of course, I'm way more awesome than Pinocchio. I mean, who else is the fastest flier in all of Equestria and the greatest stunt pony around?"

"Ah thought ya left yer ego back at home?" Applejack asked, making her fluster.

"Quite right Applejack darling." Rarity said. "We need to get Pinocchio and leave before anything else happens to him."

"Introducing, the only marionette who can sing and dance absolutely without the aid of strings!" Stromboli said. "The one and only, Pinocchio!"

"Hmm, what a build up." Jiminy said.

"Oh, oh, we wanna watch as well!" Sweetie Belle exclaimed, jumping onto her sister's back.

Apple Bloom hopped onto Applejacks back as did Scootaloo, wanting to get a view of the show as the music started and the curtains pulled back, some puppets dressed like royal guard, blowing trumpets as the curtain pulled away and the puppets disappeared, revealing Pinocchio with strings, but they weren't attached.

[Pinocchio]

I've got no string to hold me doa-

he then started tumbling down the stairs as he started down them, falling face first onto the stage and pulling his head up, showing he had a plank from the stage on his face with he entire crowd laughing, even the fillies were laughing while Rainbow Dash tried to hold back laughter, but failed as she burst out laughing.

"Go ahead, make a fool out of yourself!" Jiminy exclaimed. "Then maybe you'll listen to your conscience!"

"Aw come on Jiminy, give him a break." Rainbow Dash said. "He's pretty funny."

"For once, I agree with Rainbow Dash." Rarity said. "Pinocchio is quite the actor."

A moment later, Stromboli looked angry and smacked the board back down onto the stage before grabbing him and yelling at him, shouting in his native tongue, angering the ponies.

"Hey, let him go you big bully!" Rainbow Dash shouted, trying to fly at him, but Applejack grabbed her tail and yanked her away, pulling her back to the group.

"Hold yer horses there Rainbow." Applejack said, looking down to see Stromboli putting Pinocchio down, playing nice. "We can't go about interfering with other ponies business, especially in our case."

"But that doesn't mean we can't just sit by and do nothing!" Rainbow Dash exclaimed.

"We have no other choice Rainbow." Maya said, looking down at the show as the music started to play again. "Unless Heartless or Nobodies are involved, our hands and hooves are tied. We can;t meddle in the world's affairs until then. All we can do now is watch."

A moment later, Pinocchio got his courage and took a deep breath as the music reached his part, ready to begin singing.

[Pinocchio]

I've got no strings to hold me down,

To make me fret, or make me frown!

I had strings, but now I'm free,

There are no strings on me!

Hi-ho the merry-o,

That's the only way to be!

I want the world to know,

Nothing ever worries me!

I've got no strings so I have fun,

I'm not tied up to anyone!

They've got strings, but you can see,

There are no strings on me!

As he finished his part, the crowd cheered, even the fillies clapped their hooves, but the music wasn't finished as it changed to another tune, the scene to a small farm, surprising the living puppet.

[Farm Girl Puppet]

You have no strings, your arms is free,

To love me by the Zeider Zee!

Ya, ya, ya, if you would woo,

I'd bust my strings for you!

As that was finished, that puppet was pulled away and four more of that kind appeared, doing their own little dance, which Pinocchio got caught in the middle of and was trying to get out, getting caught in between two of them before they were pulled away and the scene changed, showing it was a dance room of a bar area, confusing the poor puppet as another one appeared, dressed like a dancer.

[Dancer Puppet]

You got no strings, couci-couça,

Your savoir faire is ouh là là!

I've got strings, but entre nous,

I'd cut my strings for you!

A second later, she was pulled away and four more of the dancer appeared and started dancing, captivating the audience while Rarity looked disgusted, Jiminy getting glasses out and falling in love with the puppets while the others didn't look amused, watching as they disappeared from the strange and the scenery changed again, this time to a Russian scenery when a puppet dressed like a Russian woman appeared, dancing around.

[Russian Puppet]

Down where the Volga flows,

There's a Russian rendezvous!

Where me and Ivan goes,

But I'd rather go with you, hey!

A moment later, five Russian dancer puppets appeared, kicking their legs up and down before shouting 'HEY!,' as they dance3d, which inspired Pinocchio to try the danced, accidentally kicking himself, but then did it again, making the crowd laugh before he looked over and saw them spinning around, so he did the same, shouting 'Hey' as well, but ended up getting tangled in the puppet, all of them looking at Pinocchio, but he didn't mind as he had a finally to sing, popping out of them to sing it.

[Pinocchio]

There are no strings on me!

The crowd laughed and a moment later, the puppets flew up, dropping Pinocchio on the floor again and on the same board he got his nose stuck in before, pulling up and snapping it with a Russian dancer hat on his head, the crowd cheering for him as they started tossing money to the stage.

"They love him." Jiminy said, completely shocked. "Gosh, maybe I was a fool."

"No Jiminy, you aren't." Maya said, picking him up. "Pinocchio fell to temptation as the fairy warned him he would." They all looked down to Pinocchio, who was bowing with Stromboli to the crowd as they all threw coins at them. "He'll understand when he realizes his friend isn't his friend at all."

"Shouldn't we go save him?" Apple Bloom asked.

"No, let it play out." Maya replied. "He'll call us when he needs us."

They then walked away from their spot, moving away from the show cart and away from all the people as the storm clouds started to roll in, the group seeking shelter as they went to figure out out how to help Pinocchio and how to free him from Stromboli before he left the town forever.