Pinocchio is in the basement of the infirmary, surrounded by boxes of goods. Curious, he opens one only to find it is filled with a bunch of mouths. Terrified, he accidentally knocks it over, after which the mouths start jumping towards him, snapping, trying to eat him up. As he runs around he knocks over more goods, which just have more mouths until there are hundreds and hundreds of mouths all trying to get him.