In 14th Century England for many years, there was a good and wise king, who ruled with peace and compassion in every corner of the town. The people of London prospered and were very happy. However the good King became very ill and becomes bedridden. His main Captain of the Guard Pete uses this to his advantage of robbing and being cruel to the people in the King's name.
On a cold Winter's day, Pauper Mickey Mouse, along with Pauper Goofy Goof and Pluto try selling what they have for food, Mickey selling firewood and Goofy selling Snow Cones. They dream of being warm and someday living in the palace. Captain Pete's carriage passes by, having stolen much food from the people of London buries the three in the snow. Pluto who sees a sausage stand out from the carriage goes wondering off and Pauper Mickey follows him all the way to the castle gates. Pauper Mickey knocks on the door to get his dog back, and one of the soldiers opens the door and lets him in, mistaking him for the prince. Pete scolds the soldier for letting anyone in, pointing out where the real prince is.
Meanwhile in the palace, the Prince is doing his studies with his teacher Horace Horsecollar and his valet Donald Duck. The teacher teaches the prince about trigonometry, while the latter looks out the window at the children playing in the snow. The prince being discovered by his teacher, is mocked by his valet. The prince plays at provoking Donald, while the teacher is distracted while writing on the blackboard, to the point that Donald inadvertently hits the teacher, resulting in the teacher sending Donald out of the room, returning both to their boring studies.
Pauper Mickey then runs into Pete who is about to throw him out when the Prince sees him outside the window and orders the Pauper to be brought to him. Pete does so by kicking Pauper Mickey to the door extremely roughly and kicks Pluto out of the castle.
Inside the castle Pauper Mickey being amaze to be in the king's palace, and becomes surprise to see it's splendor. But he accidentally slips on the shiny floor and crashes into some suits of armor. Just then the Prince arrives and gets caught in the falling armor. Both remove their helmets and are amazed at the sight of each other. The two Mickeys are surprised to see that they are entirely alike in appearance. The prince tells Pauper Mickey that he is bored with his life: getting up early, studying all day, with every night parties and banquets and then going to bed early. So, when looking at the two in the mirror they realize that they can exchange a costume and take the role of the other, the prince helps Pauper Mickey saying that to rule requires only two things: "What a splendid idea, good thing I thought of it!" and "Guards, seize him!", and if there are any problems, everyone will recognize the true prince with his real ring. Pauper Mickey is hesitant to do so, but the Prince explained to him that everything would be fine. Pauper Mickey, hopefully thinking that the prince will come back, wishes him good luck and says goodbye to him as he is leaving the castle through the window.
As the Prince reaches the palace gates, he is handled roughly by Pete, who doesn't believe that he's the Prince and then catapulted out. Pluto and Goofy find him afterwards, but Pluto turns his back on him, knowning he is not Pauper Mickey. Goofy however is convinced and doesn't understand why the Prince is avoiding him or acting like he doesn't know him. In the palace Pauper Mickey is shown a long list of the prince's royal duties. The prince goes to where the children are having a snowball fight, he shows them that he has a snowball in his hand, but they end up throwing snowballs at him in the progress.
Meanwhile, Pauper Mickey is challenged with the prince's studies, such as chemistry, where the formula explodes in Donald's face, and falconry, where he is chased by the falcon. While the prince is trying to make a dog play with him by throwing a bone, all that does is make a group of dogs chase him in anger. The Prince then gets away from the dogs by climbing through a fence.
As the Prince is walking through the town, he sees the Weasel Guards stealing a chicken from Clarabelle Cow, so he commands them to stop, but they just laugh at him by throwing a pumpkin over him for a crown and continue robbing the people not believing he is the true prince. Two children then help him get up after seeing this. From this he finds out how the people are being treated like this in the King's name. Suddenly the Prince sees a cart being pulled full of food and after showing the royal ring, demands the driver to hand over what's inside. All the townspeople bow to the Prince as he returns their food, even Goofy who sees this while thinking that the prince is his friend Pauper Mickey, wonders if his friend might have hit his head.
The weasels who had been called by the man driving the carriage, then come to arrest the Prince, but he's saved by Goofy and they ride away into the distance. Later in Pete's tower, one of the Weasel guards tells his captain about what has happened and Pete realizes that it was the Prince he threw out of the castle and therefore knows how the people are being treated outside. The soldier mocks Pete saying that he (Pete) is going to be punished dearly for it, so he grabs the soldier and says that he won't, and begins making plans to get rid of him.
In the palace, Horace appears to Pauper Mickey saying that "his father" wishes to see him in his last few hours. Pauper Mickey enters the room of the dying king, but does not have the heart to tell him that he is not the real Prince. Instead, as the sick king tells him he must take his royal birthright and become king and rule the land justly and wisely, he sadly promises. Shortly afterwards the King dies. Pauper Mickey leaves the room and decides to go and find the Prince, but Pete sneaks up behind him and threatens him to be crowned King at his orders, or he would harm Pluto who he had taken earlier as a hostage.
Meanwhile, the true prince hears the bells announcing the death of his beloved father. The Prince is deeply sad and knows that he must now be the new king and put all the right of what Captain Pete has done. Goofy sees his ring and offers his fullmost support. As they are about to leave Pete and some guards burst in and capture the Prince. Goofy tries to help the prince by using a mop as a weapon, but the guards throw spears at him leading his clothes to be impaled and his thrown out of the window. As Goofy falls out of the window, he does his iconic holler, and the only thing that is left on the spear is his underwear that has the word MOM written on the back of it. As the Prince orders Pete to let him go, Pete doesn't listen but he tells the prince; that he knows that he switched places with Pauper Mickey. He then locks him in the dungeon along with Donald, while the coronation begins.
Pauper Mickey tries his hardest not to be crowned, but Pete is behind the curtain strangling Pluto. Meanwhile the prince orders the guard to let them leave, but he refuses to obey. Goofy disguises himself as an executioner, and after accidentally knocking out the guard he asked him if he has another axe that he can use, but the guards kisses him on the nose telling him thank you and that he had a lovely evening before passing out. The Prince and Donald are happy to see Goofy as he tells that he will have them out in no time. When Goofy tries to figure out which key opens the cell while the other soldiers arrive. Donald desperately finds the key for the cell, together they take out most of the guards with Goofy's clumsiness, which leads them holding on to a door for dear life by having some of the guards fall out of the dungeon, with this tactic they rush to the Coronation chamber to save Pauper Mickey from Pete.
Pauper Mickey finally plucks up his courage and orders the guards to arrest Pete, but the villain defends himself by revealing Pauper Mickey to be an imposter. The real Prince arrives just in time and challenges the vicious Captain to a sword battle. Goofy and Donald take out more of the Weasel guards and thanks to Goofy's clumsiness and Donald's cowardice, they end up entangling some of them in a falling chandelier. Pete is given a humiliating defeat by Pluto biting him, his trousers being sliced down, being tripped by both Pauper Mickey and the prince, and finally becoming entangled with the guards in the now rolling chandelier. The chandelier rolls down the red carpet and crashes through the glass window into the street below, presumably killing them all.
Both the Prince and the Pauper laugh and hug each other, but the archbishop doesn't know who the real Prince is untill Pluto recognizes his master. The archbishop crowns the prince as the new king of England and with Pauper Mickey and Goofy by his side, rules the country with justice and compassion for all.
- Takashi Aoyagi as Pauper Mickey & The Prince
- Yu Shimaka as Pauper Goofy
- Bill Farmer as Pluto
- Atsushi Ii as Horace Horsecollar
- Koichi Yamadera as Donald Duck
- Romi Park as Clarabelle Cow
- the late Toru Ohira as Captain Pete
- ??? as Weasel Guard #1
- ??? as Weasel Guard #2
- ??? as Weasel Guard #3
- ??? as a Pig Driver
- ??? as a Peasant
- ??? as the dying King
- ??? as a man in a Street
- ??? as the Owl Bishop
- ??? as the Narrator
- the late Wayne Allwine as Pauper Mickey Mouse & The Prince
- Bill Farmer as Pauper Goofy Goof, Pluto, Horace Horsecollar & Weasel Guard #1
- Tony Anselmo as Donald Duck
- Arthur Burghardt as Captain Pete
- Charles Adler as Weasel Guard #2, Weasel Guard #3, a Pig Driver, a Peasant & a Man in the street
- the late Elva Allman as Clarabelle Cow
- Frank Welker as the dying King & the Owl Bishop
- Roy Dotrice as the Narrator
- Like A King
- To The King (The reprise part to like a king)
- In the storybook, there is two added scenes. One takes place after Mickey and the Prince switch places, Donald decides to taste Mickey's dinner to make sure it isn't poisoned, only for him to leave nothing but bones. The next one takes place after the Prince is thrown in the dungeon with Donald, and the Prince is in sorrow for the loss of the King as Donald tries to comfort him.
- When Goofy's polka-dotted underpants are impaled upon the guard's spear, you can see that they have the word "MOM" printed on the backside. Now that this film is on DVD (The Walt Disney Treasures Collection: Mickey Mouse in Living Color Volume 2), it can easily be slowed down and seen.
- In the original theatrical release, the film contained an extra piece of animation right before the end credits, in which Horace Horsecollar informs the audience that they will now have a ten-minute intermission. Pauper Mickey and the Prince decide to playfully mock him; by not only drawing something on Horace's chalkboard, they also make him wear a silly hat without him even knowing which angers him overall. They then remind the audience that The Rescuers Down Under starts after the intermission ends. Following this, a small graphic counting down the minutes to The Rescuers Down Under's presentation appeared in the bottom left corner of the screen as The Prince and the Pauper's end credits began rolling. This segment did not appear in any of the film's video releases.
- In the film only two songs are heard in the film. The first song that is heard in the beginning of the film is call Like A King, it is sung by Mickey and Goofy. The reprise part of the song, which is heard at the end of the film is call To The King, it is not only sung by Mickey and Goofy but Donald as well.
- A level based on The Prince and the Pauper appears in the video game Mickey Mania: The Timeless Adventures of Mickey Mouse.
- Only the pauper is named Mickey, and the name doesn't ring a bell to the Prince when Mickey tells his name or when Goofy says the name upon meeting him for the first time, so it can be safely assumed that the Pauper is the Mickey Mouse character of the story. In the film the Prince is referred as "the Prince" just for the sake of refrence (this is so many fans don't confuse him with other Disney princes).
- This film was Disney's final use of the Xerox process, which the studio had used for three decades.
- This film was again released in theaters in the UK some years later - this time with Brother Bear in 2003.
- Clarabelle Cow (voiced by Elvia Allman) is the only female character represented in this film; Daisy Duck and Minnie Mouse do not appear in this film. This is Allman's final performance as Clarabelle Cow; after her death in 1992, April Winchell takes over as the voice of Clarabelle Cow.
- When Prince Mickey leaves the castle for the first time, he is heard whistling the song "I'm Henry the Eighth, I Am." In the original story by Mark Twain, Henry VIII was the father of the titular Prince, here named Edward Tudor.
- This is the first cartoon starring Mickey Mouse and his friends to have a start and ends with the "modern" release. The film starts with the Walt Disney Pictures logo, then followed on with "Walt Disney Pictures Presents" and the short's title with no opening credits but the film does have end credits.
- This is the last 25 minute featurette of the Mickey Mouse franchise.
- The 1991 VHS release of this featurette was one of the last videos in the Walt Disney Mini Classics line.
- In the book version of the film, Pete is arrested after been defeated by the Prince and is not entangled with the guards in the rolling chandelier.
- At the end of both theatrical and DVD releases of the short, the end credits are speeded-up with short closing music. However, at the end of the VHS releases of the film, the end credits are slowed down with an extended closing music score.
- This is the only film that Jim Cummings did not voice Pete.
all information on The Prince and The Pauper came from http://disney.wikia.com/wiki/The_Prince_and_the_Pauper