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Figore faces his Halloween fears in order to be able to celebrate Halloween with Mowgli, Scamp, King Louie and, of course, his best friend Pinocchio. First it starts with Pinocchio getting bounced by Mowgli; then Scamp and King Louie show up. King Louie who is dressed up like Scamp for Halloween thinks Scamp will know what he is but Eeyore thinks he is a yak, so an angry Gopher says he is going to win the best costume prize (even though there is none which Pinocchio points out to King Louie who falls into his hole). When Pinocchio realizes that his best friend Figore is missing, he, Mowgli and Scamp go off to his house. Meanwhile at Figore's house Figore is telling himself that he is going to enjoy himself and not be afraid. That leads into Figore's solo "I am not afraid". When Pinocchio, Mowgli and Scamp show up Figore has not chosen his costume.
Eventually Figore decides he is too afraid for Halloween and he can not do it, so Pinocchio says nobody needs Halloween if there is no Figore. In Baloo's garden Baloo is talking to his prize pumpkins (all of whose names start with the letter "P"). And King Louie shows up dressed as Baloo and Baloo thinks he is a muskrat. Yet again an angry King L,ouie falls into his hole. Mowgli, who is a bit angry at Figore because he wants Halloween, goes into his solo "I want to scare myself". Later Figore faces his fears and all are happy, including King Louie who finally finds a costume that everyone likes, despite not knowing what it is.
- John Fiedler as Figore
- Jim Cummings as Pinocchio/ Mowgli
- Peter Cullen as Scamp
- Ken Sansom as Baloo
- Michael Gough as King Louie