In Disney's take on the Alexander Dumas tale, Mickey Mouse, Donald Duck and Goofy want nothing more than to perform brave deeds on behalf of their queen (Minnie Mouse), but they're stymied by the head Musketeer, Pete. Pete secretly wants to get rid of the queen, so he appoints Mickey and his bumbling friends as guardians to Minnie, thinking such a maneuver will ensure his scheme's success. The score features songs based on familiar classical melodies.
Mickey guest-directs a radio orchestra. The sponsor loves the rehearsal, but come the actual performance, Goofy drops all the instruments under an elevator, so they sound like toys. The sponsor hates it, but the audience loves it anyway.
The gang throws Mickey a surprise birthday party; his present is an electric organ, which Minnie plays while Mickey does a jazzy dance. Goofy bakes the cake, but keeps having trouble with it falling. The gang does a conga line to a Latin tune.
Mickey and friends put on a revue for the orphans. Donald recites nursery rhymes, but the orphans torment him. Horace, Goofy, and Clarabelle do a dance number. Donald tries again. Clara clucks a song while Mickey plays piano (with support from an unseen orchestra). Donald returns, and the orphans finally send a parade of bricks and eggs on balloons over him and use slingshots to drop them on his head.
Mickey hosts an amateur hour radio show. Among the acts: Donald forgetting the words to "Twinkle Twinkle Little Star"; Clara Cluck singing and chasing the microphone; and Goofy with an elaborate one-man-band contraption.
Mickey shows off his ice-skating skills to Minnie; Goofy does some unconventional ice fishing; Donald straps skates to Pluto and laughs at his attempts to skate. Donald gets strapped to a kite and is about to be swept over a waterfall when Mickey pulls off an heroic rescue.
Though Goofy always means well, his amiable cluelessness and klutzy pratfalls regularly embarrass his awkward adolescent son, Max. When Max's lighthearted prank on his high-school principal finally gets his longtime crush, Roxanne, to notice him, he asks her on a date. Max's trouble at school convinces Goofy that he and the boy need to bond over a cross-country fishing trip like the one he took with his dad when he was Max's age, which throws a kink in his son's plans to impress Roxanne.
Based on the timeless adventures of "Jack and the Beanstalk," Mickey, Donald and Goofy climb a fantastic beanstalk up into the sky to a place where everything is huge -- the food, the castle and the fearsome giant named Willy who guards a beautiful golden harp! Will Mickey and his friends outwit the giant and make it safely back home?