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Happy-go-lucky Jiminy Cricket describes his philosophy of living in a fun and fancy free way to a glum doll and teddy bear, and to illustrate his point, plays a record album relating the story of Bongo the circus bear: Talented Bongo amazes audiences by performing tricks while riding a unicyle, but is treated harshly by his human owners. Bongo dreams of roaming freely through the forest, although he has lived in captivity all of his life. One day, while the circus is en route to a new location, Bongo's train car door opens and he escapes on his unicycle. Bongo is thrilled by the lovely forest and friendly animals, but later that night, is scared by alarming noises. Unsettled by the thunder and unaccustomed to hunger, Bongo is dejected about his inability to adapt to the wilderness. The next day, Bongo's spirits rise when he meets Lulubelle, a pretty girl bear who returns his affections. Their cuddling is interrupted, however, by the arrival of Lumpjaw, a ferocious bear who also loves Lulubelle. Hoping to settle the matter by choosing for herself, Lulubelle gives Bongo a hefty slap across the face, but Bongo, unaware that a slap is a sign of affection among wild bears, mistakenly assumes that Lulubelle prefers Lumpjaw. Brokenhearted, Bongo rides off on his unicycle, but deduces the truth behind Lulubelle's gesture when he watches other bears dancing and slapping each other. Determined to win back his girl friend, Bongo returns and is attacked by Lumpjaw. After a fierce struggle, Bongo and Lockjaw are trapped on a spinning log in the river, and Lockjaw is sent tumbling over a waterfall. Bongo returns to Lulubelle, and after giving her a sound slap, happily rubs noses with her.
When the record finishes, Jiminy sees a card, addressed to Luana Patten, inviting her to a party hosted by Edgar Bergen and his dummies, Charlie McCarthy and Mortimer Snerd. Jiminy hops over to Edgar's house and listens as Edgar tells the story of Mickey and the Beanstalk to Luana, Charlie and Mortimer: In beautiful Happy Valley, the magic of a golden, singing harp assures prosperity for everyone, but tragedy strikes when the harp mysteriously vanishes. Three poor farmers--Mickey Mouse, Donald Duck and Goofy--are so hungry that they are forced to sell their beloved cow. The naïve Mickey trades the cow for some magic beans, which Donald angrily throws on the floor. After the three friends fall asleep, however, the full moon shines on the beans and an enormous stalk grows and carries Mickey and his pals into a fantastic land in the clouds. Awed when they awaken, the friends walk through the oversized landscape to a mammoth castle, where, as "three minds with but a single thought," they search for food. Their loud enjoyment of a waiting feast rouses the magic harp, who is locked inside a jewelry box. The harp warns Mickey that she was kidnapped by Willie the Giant, who can transform himself into anything, and as they talk, Willie returns to the castle. Mickey is caught by Willie but teases the gullible giant into changing himself into a bunny. Willie soon realizes that Mickey is trying to trick him, however, and puts Donald and Goofy into the box. Mickey escapes, however, and while the harp sings Willie to sleep, Mickey succeeds in getting the box's key from his pocket. Willie awakens as the three friends are running away with the harp, and after a frantic chase down the beanstalk, the pals cut down the stalk and Willie falls to his death. Joy returns to Happy Valley, but as the story ends, Mortimer cries because the childlike Willie was killed. Edgar tries to convince Mortimer that Willie is just a figment of his imagination, but the party guests are astonished when Willie removes the roof of Edgar's house and asks if they have seen a tiny mouse. After Edgar faints, Willie walks through Hollywood and stops to pick up the Brown Derby restaurant, which he wears as a hat.