(The scene dissolves to the outside of Mirage's Castle, a dark and evil fortress on a high mountain with storm clouds surrounding it. It then dissolves to Mirage’s chamber where She and Lefou are holding Olivia and Pinocchio captive. Mirage is seen holding Pinocchio in her lap.)
Mirage: What a nice little puppet!
Pinocchio: Put me down, you feline witch!
(She then has Lefou place Pinocchio in a cage. Olivia tries to free him, but Lefou stops her.)
Lefou: I don’t think so, mousey.
Mirage: And you, my dear. What an unexpected pleasure! It's so kind of you to visit me in my loneliness.
(Olivia steps back in fright of the evil cat sorceress. From his cage, Pinocchio threatens the two villains.)
Pinocchio: If you two so much as touch a whisker on her, I’ll lie so much, my nose will poke you in the eyes!
Mirage: Silence, puppet boy! It’s the last noise you’ll ever make.
Olivia: What are you going to do with Pinocchio? Give him back to me!
Mirage: All in good time, my little pretty -- all in good time.
Olivia: Oh, please give me back my puppet !
Mirage: Certainly -- certainly —-when you give me those slippers.
Olivia: But Duchess told me not to.
Mirage: Very well! (to Lefou) Take him to the river and drown him!
Olivia: (crying) No! No -- no! Here -- you can have your old slippers -- but give me back Pinocchio.
Pinocchio: Don’t do it, Olivia! I’m not worth it!
Mirage: That's a good little girl. I knew you'd see reason.
(As Mirage reaches for the slippers, yellow sparks come into her fingers, causing her to scream in pain.)
Olivia: I'm sorry. I didn't do it! Can I still have my puppet?
Mirage: No! Fool, that I am! I should have remembered -- those slippers will never come off, as long as you're alive. But that's not what's worrying me, it's how to do it. These things must be done delicately, or you hurt the spell.
(Unbeknownst to Mirage and Lefou, Pinocchio has managed to unlock the cage and he darts out of the room.)
Olivia: Run, Pinocchio, run!
Mirage: (to Lefou) Catch him, you fool!
Lefou: Yes, ma’am!
(Lefou chases after Pinocchio down the steps, but the little puppet boy is too fast for him. As Pinocchio reaches the drawbridge, Mirage’s soldiers, the Leopard Men, led by Lefou run after him with spears.)
Lefou: Don’t let him get away!
Pinocchio: Oh, what’ll I do?!
Olivia: (offscreen) Run, Pinocchio, run!
(Pinocchio makes a desperate leap and lands on the rocks. The Leopard Men throw their spears at him, but he manages to escape without getting hit.)
Olivia: (offscreen) Run, Pinocchio, run!
(Back at the chamber, Olivia is crying with joy that Pinocchio got away safely.)
Olivia: He got away! He got away!
Mirage: Ohhh! Which is more than you will! Drat you and your puppet! You've been more trouble to me than you're worth, one way or another -- but it'll soon be over now!
(Mirage picks up a huge hourglass and turns it over.)
Mirage: Do you see that? That's how much longer you've got to be alive! And it isn't long, my pretty! It isn't long!
(Olivia is seen crying in fear at the sound of Mirage’s voice.)
Mirage: I can't wait forever to get those shoes!
(Mirage then leaves the room, slamming the door and locking it. Olivia just stands there sad and frightened. She looks at the hourglass running out and starts losing hope.)
Olivia: I'm frightened, I'm frightened, Mama, I'm frightened!
(Suddenly, Mama Mousekewitz appears in Mirage's crystal ball. She appears to be looking for Olivia.)
Mama: Olivia? Olivia, where are you? It's me, Aunt Mama! We're trying to find you. Where are you?
Olivia: I-- I'm here in Oz, Aunt Mama. I'm locked up in Mirage’s castle....and I'm trying to get home to you, Aunt Mama! Oh, Aunt Mama, don't go away! I'm frightened! Come back! Come back!
(But it's no use. Mama fades away and is replace by the sinister face of Mirage.)
Mirage: (mockingly) Mama! Mama! Come back! I'll give you Mama, my pretty!
(Mirage laughs evilly and all Olivia can do is sit and cover her hands, while the hourglass continues running out.)