An artist friend of the Stivics wants to paint a portrait of Gloria in her birthday suit, prompting a debate over the morality of nude art.

The film is a compilation of two stories, the first of which, Bongo, is hosted by Jiminy Cricket and narrated by Dinah Shore. Based on the tale Little Bear Bongo by Sinclair Lewis, Bongo tells the story of a circus bear cub named Bongo who longs for freedom from captivity. Bongo escapes the circus and eventually forms a romantic relationship with a female bear cub named Lulubelle in the wild, realizing that he must prove himself in order to earn Lulubelle as his mate. The second story, Mickey and the Beanstalk, is narrated by Edgar Bergen and is a retelling of Jack and the Beanstalk featuring Mickey, Donald, and Goofy as three peasants who discover the temperamental Willie the Giant's castle in the sky through the use of some magic beans. They must battle the greedy but lovable giant in order to restore peace to their valley. Though the film is primarily animated, it also uses live-action segments to join its two stories together. Mickey and the Beanstalk was the last time Walt Disney voiced Mickey Mouse, because he was too busy on other projects to continue voicing the famous character. Disney replaced himself with sound effects artist Jimmy MacDonald.