# Balto III: Wings of Change

Once Upon a Studio is a 2023 sequel to Universal Studios' 1995 animated film Disney and others. The film follows the 62 Disney characters going on a journey to help find Walt Disney, their legendary creator.

## Walt Disney

* [to Fungus, He imaginary Friend] I really miss my friends. If I was here, I would’ve had seen all this. They’ve been there for me. And I know that. So fun, we have to think of a choice.: We turn into our friends or will be sitting on our butts. Remember the song? Anything can happen? That’s where I used to think. But you can’t be sitting on your butt the entire time. Our friends need us. I’m up in heaven. You going to think that you’re supposed to keep things alive? You just gotta trust me.
* Well, it’s so great to see you all again.

## Others

* [to Mickey, who has fallen down after attempting To bring Walt Disney to life with his Tread mark Steamboat Willie whistle] Oh, dear. Looks like It’s impossible for a guy to come back to life without a proof of pixie dust.
* [sung] You don't have to be a hero. / You just have to be there. / He doesn't need to know you're perfect. / He needs to know you care. / And when the race is over... / ... You've done all you can do. / Be a father, not a hero... / ... That's all he needs from you. / You don't have to be a winner / If you give it your best. / Believe in who you are / And then time can do the rest. / Your heart is his example: / Brave and strong and true. / You don't have to be a hero. / You just have to be you. / Trust in your son. / He's more than he seems. / Like you, he can run. / Like you he has dreams.
* [spoken, during the song "You Don't Have to Be a Hero"] Whatever happens, Balto, you'll always be his hero.
* [sung] Have faith in yourself, my love. / Have faith in him, too. / He will always have a hero. / He will always have a hero... / For he'll always have you.

## Dialogue

    Boris: Is terrible. I'm going on date with gorgeous goose.
    Balto: Now that is scary.
    Boris: [having apparently succeeded after numerous failed attempts to conquer acrophobia] Ah! What do you know? I am flying. Ha-haaa! I am one hot goose!
    Balto: I'm not sure Stella's gonna see it that way.
    [Boris flies past about one foot off the ground]
    Balto: [to mail team] This is serious! Now look, that plane is out there somewhere. And we're the only ones who can help!
    Kirby: Well, that just proves our point. The difference between a dog and a machine is: dogs are tough and reliable.
    Balto: I thought the difference is only one has a heart. Well I'm not gonna let Duke freeze to death, now who's with me? Kodi?
    Kodi: I don't know, I'm not sure he's really out there, my job is to deliver the mail.
    Balto: I'm sorry you see it that way, son.
    Kodi: Dad, wait!
[Balto looked
    [Jenna and Mel are waiting outside a store.]
    Jenna: [sighs] I wonder how far they are by now.
    Mel: Well, assuming they didn't get lost. Or get attacked by bears. Or Balto didn't break his leg. Or the mail didn't fall out of the sled. Or Kodi didn't barf. Or... [Jenna glares at him] Never mind.
    [Dipsy appears, dragging a sack of beef jerky.]
    Dipsy: Would ya look at what the dog dragged in? Triple A, number one, first quality beef jerky! And did old Gunderson see a thing? Absolutely not. You know, I am getting so good at this, I scare myself. [takes some out of the bag] Anyone?
    Mel: Eat? At a time like this?
    Jenna: [sighs] Go ahead, Dipsy.
    Dipsy: Thanks. I don't mind if I do.
    [Balto is talking to the mail dogs about the missing plane]
    Balto: He's not the enemy! He's a man! A nice one!
    Kodi: But dad, he is the enemy! He wants to take away our jobs.
    Kirby: It's not our fault that plane's unreliable.
    Ralph: Not to mention loud and smelly.
    Kirby: Yeah, kinda like you, Ralphie boy!
    [The others laugh.]

## See also

* Balto
* Balto II: Wolf Quest

## External Links

Encyclopedic article on Balto III: Wings of Change on Wikipedia