Jiminy Cricket of Pinocchio first appears inside a large house, exploring it and singing "I'm a Happy-Go-Lucky Fellow" (originally written for the 1940 classic), until he happens upon a record player and some records, and sets it up to play the story of "Bongo", as told by Dinah Shore (however, in the re-release of Bongo, Cliff Edwards narrates the story).
In the second featurette, the story of "Mickey and the Beanstalk" is narrated by Edgar Bergen in live-action sequences, who, with the help of his ventriloquist's puppets Charlie McCarthy and Mortimer Snerd, tells the tale to child actress Luana Patten at her birthday party.
Mickey and The Beanstalk
In one of the more popular portions of the film, viewers are given a Disney take on the story of Jack and the Beanstalk, starring Mickey Mouse, Donald Duck, Goofy and a temperamental giant named Willie. The story begins in a prosperous land called Happy Valley, which is a lush, green valley, complete with fertile farmlands and babbling brooks. Happy Valley's prosperity is the result of the magic of the voice of a beautiful golden harp, who sings daily to keep Happy Valley prosperous and happy due to the magic spell cast by her voice. The harp is kept in a large, majestic castle overlooking Happy Valley, where she sings daily from her balcony, much to the delight of the residents of Happy Valley.
One day, however, a dark shadow is cast over Happy Valley and thunder and lightning rip across the sky as the shadow descends upon the harp's balcony and absconds with her, leaving signs of the theft in its wake. Without the harp's magical voice to keep prosperity over the land, Happy Valley soon descends into famine and drought, turning the once beautiful valley into a gruesome wasteland as crops turn to dust and are swallowed by the earth and the brooks dry up. In the midst of this terrible famine, viewers are introduced to three peasants (Mickey, Donald, and Goofy) who are suffering greatly due to starvation, with only a small loaf of bread and a single bean to share amongst themselves. As Mickey cuts their daily rations and serves them, the long-suffering Donald temporarily loses his composure and begins to savagely eat anything within his reach, including dishes and eating utensils, causing Mickey and Goofy to have to restrain him. After he temporarily calms down, Donald sights the group's lone cow outside and an axe on the wall, formulating a plot to kill the cow so as to satisfy his hunger. When it becomes apparent to the others what he is about to do, Mickey and Goofy leap to once again restrain the delirious Donald.
Mickey decides to sell the cow to feed them all, and Goofy and Donald dream of magnificent feasts they can purchase with the money they receive from the sale of the cow that night. However, when Mickey returns, he reveals he traded the cow for a set of magic beans, which when planted beneath the light of a full moon are said to bring good fortune to the planter(s). Donald, enraged at what he sees as a swindle and seeing he was not going to have anything to eat at that moment, grabs the beans and flings them across the floor, causing them to fall through a small hole in the floor. After the trio retires for the night, a great beanstalk sprouts from the hole as the full moon shines on it, and it grows at an exponential rate, lifting the trio high into the night sky and into a strange new place as they sleep.
The next morning, the trio sights a great castle in a land above the clouds where everything is abnormally large in comparison to themselves. As they infiltrate the castle, they enter a large banquet hall where they see a giant-sized feast and begin to satisfy their tortured stomachs. After a while, the trio's actions are overheard by none other than the magic harp stolen from Happy Valley herself, locked away in a large chest. The harp explains her disappearance as a result of her being stolen from her castle by a wicked giant named Willie, who loved the harp's voice and wished to take her for his own entertainment. Shortly after this, the giant known as Willie makes his entrance, absent-mindedly showing off his magical powers of transfiguration as he begins to eat some of the food, upon which he discovers Mickey. Mickey sights a nearby giant flyswatter and cleverly asks the intrigued giant to demonstrate his power by transforming himself into a housefly. As he thinks this is about to work, Mickey signals his compatriots to come help him raise the flyswatter and swat the giant-fly, only to turn around and see Willie has turned himself into a pink bunny instead, thinking it a better demonstration. When he sees the trio holding the flyswatter, he realizes their intentions and captures them, removing the harp from her chest and imprisoning the peasants inside. However, Mickey is able to slip away before Willie locks the other two in the chest and restores the key to his right vest pocket. The harp then lulls Willie to sleep with her magic voice as Mickey attempts to retrieve the key and rescue his friends. He is nearly discovered when he accidentally opens a box of snuff inside the giant's pocket, causing him to sneeze and the giant to awaken. Mickey is able to slip out of the pocket with the key however, causing Willie to think the disturbance was just a nightmare before drifting back to sleep. After several close calls, Mickey succeeds in getting the key back to the chest and frees his friends.
The trio then conspires to escape back to Happy Valley with the harp by means of the beanstalk. As Donald and Goofy transport the harp, Mickey attempts to tie Willie's shoestrings together as an insurance policy in case Willie wakes up, but ends up waking him up as a result by accident. Thus begins a wild chase, with Willie in hot pursuit of Mickey as Donald and Goofy take the harp back down the beanstalk. At the bottom, the trio set to felling the beanstalk with a large saw, causing the giant plant to topple and causing Willie to fall to his supposed doom. The trio return the harp to her rightful place in her castle, restoring Happy Valley to its former glory.
- ??? as Jiminy
- Takashi Aoyagi as Mickey
- Koichi Yamadera as Donald
- Yu Shimaka as Goofy
- ??? as Willie the Giant
- ??? as The Singing Harp
- the late Cliff Edwards as Jiminy Cricket
- the late Jimmy MacDonald as Mickey Mouse
- the late Clarence Nash as Donald Duck
- the late Pinto Colvig as Goofy Goof
- the late Billy Gilbert as Willie the Giant
- Anita Gordon' as The Singing Harp
- Dinah Shore as The Singer & The Narrator of Bongo
- Candy Candido as Lumpjaw the Black Bear (growls) (uncredited)
all information on Fun and Fancy Free came from http://disney.wikia.com/wiki/Fun_and_Fancy_Free