×

WHERE TO WATCH

SUBSCRIPTION

Disney Plus

Stream

PURCHASE

YouTube

Buy

Apple TV Store

Buy

Amazon Video

Buy

Fandango At Home

Buy

Google Play Movies

Buy

Powered by JustWatch

Released in 1947, Fun and Fancy Free is the ninth film in the Disney Animated Canon. It was directed by Jack Kinney, Bill Roberts and Hamilton Luske.

The movie is a "package film", consisting of two shorts that were each originally planned to be full-length movies in their own right, but due to situations at the time, had to be cut short and put together in this one movie.

The two shorts are:

• Bongo: An adaptation of Sinclair Lewis's short childrens story "Little Bear Bongo". The story of a circus bear who escapes into the forest.
• Mickey and The Beanstalk: An adaptation of Jack and the Beanstalk starring Mickey Mouse, Donald Duck and Goofy.

The shorts are tied together with a framing story starring Jiminy Cricket from Pinocchio (1940), who sets up a record player that plays the first story with narration and songs by Dinah Shore, and then attends a birthday party where the second story is told by Edgar Bergen and his puppets Charlie McCarthy and Mortimer Snerd to child star Luana Patten. Mickey and the Beanstalk is by far the more well known of the two shorts, being actually more well-known than the movie itself.

Unlike most other Disney animated features from before the age of home video, this was never given a theatrical re-release. Sometimes, however, the individual segments were each tacked onto another Disney release and/or aired on television, usually as part of episodes of the Disney anthology series. While Bongo was usually left unchanged, albeit with Jiminy Cricket himself replacing Dinah Shore as narrator, Mickey and the Beanstalk's solo releases were mostly based on a Wonderful World of Color episode where they had replaced the narration by Edgar Bergen and his dummies with one by Ludwig von Drake.

The movie provides examples of:

• Abhorrent Admirer: Lumpjaw towards Lulubelle.
• Accidental Proposal: Lulubelle tries to slap Bongo as a way of saying she loves him but accidentally swings around and does it to Lumpjaw instead. Her reaction is a My God, What Have I Done?.
• Acrofatic: Despite being visibly fat Willie is actually agile and pretty fast on his feet.
• Actor Allusion: Billy Gilbert voices Willie in the Beanstalk segment, and when Willie gets a face-full of snuff, he does an over the top sneeze like in many of his comedic routines, including when he voiced Sneezy.
• Adaptational Alternate Ending: The original "Little Bear Bongo" story does feature a happy ending, but is still more cynical and violent. Notably, Bongo never becomes accepted by the other bears, his beloved rejects him for Lumpjaw, and the happy ending comes from another circus troupe finding him and re-introducing him to civilization. In the movie, Bongo is welcomed into the bear community from the get-go, and the she-bear he becomes smitten with reciprocates his feelings. Whilst there is conflict, it's due to Bongo misunderstanding Lulubelle's affectionate face slap, culminating in Bongo defeating Lumpjaw — here the local and much-feared bully of the forest — and driving him away, winning him the accolades of the other bears and a successfully seized second chance with Lulubelle.
• Adaptational Badass: The giant in the original story lacked any magic. Willie has shapeshifting, invisibility, size manipulation, and can transform his ball into a mace.
• Adaptational Karma: In the short story Lumpjaw not only ends up with Silver Ear (Lullabelle's equivalent) but he also had cubs with her leaving Bongo heartbroken. Here, he gets washed away in a river and is never seen again.
• Adaptational Villainy:
  • In most versions of Jack and the Beanstalk, the giant already owns the harp by the time Jack comes to steal it from him. In Mickey and the Beanstalk, Willie the giant steals the harp from Happy Valley and turns it into a desolate wasteland, forcing Mickey, Donald, and Goofy to steal it back.
  • In the short story "Little Bear Bongo" Lumpjaw, while still violent, never tries to physically hurt Bongo unlike his Disney counterpart and his role is purely marginal.
• Affably Evil: Willie the Giant, since he's a gigantic Manchild. He's actually rather friendly to Mickey until he, Donald and Goofy try to trick him into turning into a fly so they can kill him. He also complies with Mortimer's request to not slam the roof back down, in case it wakes up Mr. Bergen.
• Alas, Poor Villain: In-universe; Mortimer Snerd is rather sad over Willie's Disney Villain Death by Mickey and the Beanstalk's end and has to be reassured by Edgar Bergen that Willie was just a character in their story. Of course, it turns out that Willie was alive (not to mention real) after all...
  • In the version narrated by Ludwig von Drake, his assistant Herman mourns the loss of Willie and Ludwig is the one to reassure him that Willie isn't real (only to once again be proven wrong). Ditto for the version narrated by Shari Lewis, where Lamb Chop is upset about Willie's death.
• Alliterative Title: Fun and Fancy Free
• Always a Bigger Fish: Literally. When Mickey, Goofy and Donald gets attacked by a giant dragonfly (after Donald very foolishly taunted it) an even more giant fish leaps out of the water and eats it.
• Anachronism Stew: Mickey and the Beanstalk takes place in a medieval setting, but Donald refers to the giant dragonflies as "bombers" and imitates shooting them with a machine gun.
• Animate Inanimate Object: The Golden Harp is one. The doll and teddy bear in the Bongo short framing device have shades of this as well. Jiminy finds them with sad expressions, but after the story of Bongo is done, they're smiling, and the doll is cradling Jiminy in her arms.
• Aside Glance: The cow in "Mickey and the Branstalk" when Edgar refers to her. She gives a momentary Death Glare when Edgar mentions she's suffering from udder failure.
• Attack of the 50-Foot Whatever: Willie the Giant when he invades Happy Valley and steals the harp and later Hollywood in the real world.
• Ax-Crazy: Literally by Donald due to extreme hunger. He swipes an ax, intending to butcher the cow so he could eat it, but is quickly stopped by Mickey and Goofy.
• Audience Surrogate: Luanna Patten, Jimminy Cricket, Charlie McCarthy, and Mortimer Snerd; are this by default simply because they actually are the audience for Edgar Bergen while he narrates Mickey and The Beanstalk. Charlie McCarthy is also doing most of the commentary and functions as a practical one puppet Greek Chorus.
• Badass Decay: In-universe, when Charlie tries to make himself act like a giant, only for Edgar to slowly deflate his ego and tell him to stand in the corner.
• Bad People Abuse Animals: Bongo wants to escape from the circus because his handlers treat him terribly. After every show, they roughly scrub him down and throw him in a cage until morning, and then wake him up by barking at him to get on the circus stage.
  Dinah Shore: Naturally, you'd think he'd be handled with kid gloves, treated like a king and pampered like a baby. But, no. He was tossed around like an old shoe.
• Bare-Handed Puppetry: Bergen entertains the guests by making his hand into an old woman puppet.
• Bait-and-Switch Character Intro: Willie the Giant is initially set up as a terrifying monster, casting a sinister shadow on the wall as he storms into the room. He then dances into the frame bouncing a beach ball and singing a silly song, immediately revealing that he's really just a big playful Manchild.
• Beanstalk Parody: The second half of the film is a retelling of Jack and the Beanstalk with Mickey Mouse, Donald Duck and Goofy in the collective role of Jack.
• Bears Are Bad News: Lumpjaw, the huge, monstrous bear, who is treated as The Dreaded by other bears.
• Beary Friendly: Bongo, Lulubelle, the teddy bear and the other bears, except for Lumpjaw.
• Beware the Silly Ones: Willie the Giant (see both Not-So-Harmless Villain and Villainous Breakdown below).
• Big Ball of Violence: Happens when Mickey and Goofy jump on a starving Donald to stop him from killing the cow. A rare example that isn't Played for Laughs, as it happens in the middle of a serious scene.
• Blowing a Raspberry: While exploring the forest, Bongo tries catching a fish with his fez. Unfortunately for him, the fish blows a raspberry and leaves, which leads into a brief chase.
• Bowdlerise: Played with. In the original tale, the Giant's catchphrase was "Fee-fi-fo-fum! I smell the blood of an English man!" whereas here Willie says the phrase but stops at "I smell...!" to get a better idea of the smell he's sensing. Averted in the Latin Spanish dub where he starts his song with "Fee-fi-fo-fum! I sense the smell of human flesh!". Not the same as the original but the idea is still the same.
• Brick Joke: Mortimer mentioned that he painted a red barn once. Later, while everyone imagines Happy Valley, Mortimer imagines a red barn overlooking a hill.
• Bullying a Dragon: Mickey, Donald, and Goofy accidentally attract the attention of a dragonfly the size of a bomber plane and it briefly attacks them, but then flies off. Unfortunately, Donald then has the bright idea of taunting it.
• Call-Forward: As Mickey and friends make their way to the giant's castle, they fall into a giant footprint, leaving the partygoers to wonder who made them, with Charlie remarking, "Well, it wasn't Cinderella." Coincidentally (or not), Disney's own adaptation of Cinderella was well into production at the time of this movie's release.
• The Cameo:
  • Cleo, Jiminy's fishy co-star from Pinocchio (1940), appears in the prologue.
  • Also, Chip 'n Dale appear during Bongo.
• Carry a Big Stick: In his introduction, Willie first appears in shadow, holding what looks like a morning star, but when he actually appears, he's actually holding a beach ball to play with. Once he sees Mickey and company escaping with the Harp, Willie tries to crush them to death with a real morning star.
• Cats Are Mean: A cat tries to catch and eat Jiminy at the beginning.
• Chekhov's Skill: Bongo uses his circus skills to help defeat Lumpjaw.
• Comedic Underwear Exposure: Happens to Goofy when he squeezes under the door of the giant castle and he loses his pants when they get snagged, exposing his Goofy Print Underwear.
  • Lampshaded by Charlie McCarthy (whom Edgar Bergen tries to keep quiet):
    Charlie: Hey! He [Goofy] got caught with his pants—
    Edgar: Charlie!
    Charlie: Caught with his pants—
    Edgar: (sternly) Charlie.
    Charlie: Well, his slip was showing...
• Composite Character:
  • Willie is a blend of both the Giant from Jack and the Beanstalk and the Ogre from Puss in Boots. Like the former, he's a thieving giant who lives in a castle in the sky, but he has the shapeshifting abilities of the latter (and Mickey and company even try to kill him the same way Puss did).
  • Lulubelle is a mixture between Silver Ear, a female wild bear who eventually rejects Bongo, and a nameless civilized one who becomes Bongo's mate after he joins another circus.
• Crazed Concentric Eyes: In "Mickey and the Beanstalk", Donald Duck is shown with concentric circles in his eyes when he has gone mad from starvation. It becomes extra-disturbing when he realizes he can still eat Mickey's cow and grabs an axe, intending to chop her to pieces.
• Damsel in Distress: The Harp got kidnapped one stormy night by Willie and locked away in his castle in the sky. Mickey, Donald, and Goofy, wind up rescuing her to restore Happy Valley.
• David vs. Goliath: The climactic fight between Bongo and Lumpjaw. Unable to match Lumpjaw in brute strength, Bongo instead uses his agility, running circles around him in his unicycle.
• Deadpan Snarker: Charlie McCarthy the ventriloquist dummy constantly snarks on everything from Edgar Bergen's story telling ability to the New Deal. Naturally, a lot of his jokes go over younger viewer's heads nowadays.
  Mortimer: (referring to the giant's footsteps) Gosh, who made them?
  Charlie: Well, it wasn't Cinderella.
• Decomposite Character: Mickey, Donald and Goofy all share the role of Jack in Mickey and the Beanstalk. While Mickey alone trades the cow for magic beans, they all go up the beanstalk and into the castle, and all defeat Willie the Giant together. Donald also fills the role of Jack's mother, since he's the one who angrily throws the beans away when Mickey brings them home.
• Deliberate Values Dissonance: In narrating Bongo, Dinah Shore explains that bears show affection for each other by slapping each other. There's even a musical number about it ("(Bears Like to) Say it With a Slap"). That would not go over the same way in human society, where a slap is considered an insult, which explains why Bongo, who is initially unfamiliar with bear customs, tried to dodge Lulubelle's slap at first.
• Despair Event Horizon: Donald's breakdown of being driven to the absolute lowest point of starvation, it's both terrifying and completely tear-wrenchingly understandable given the circumstances.
• Disney Death: Bongo and Lumpjaw both go over an Inevitable Waterfall. Though they both survive with the difference that Lumpjaw gets carried away by the river and never seen again while Bongo actually stops his falling when his hat catches a branch.
• Disneyfication: The original Bongo story was more dark and cynical than the adaptation Disney does for it here, right down to the ending being the exact opposite of what happens in the short story.
• Disney Villain Death: Willie the Giant. That is, until the story turns out to be Real After All.
• The Dreaded: Lumpjaw is deeply feared by the other bears for his violent bullying tendencies.
• Dream Reality Check: Bongo pinches himself the first time he sees Lulubelle to make sure he wasn't dreaming.
• Driven to Madness: Hunger drives Donald Ax-Crazy. Literally.
• Earn Your Happy Ending: Bongo fights Lumpjaw and defeats him, is accepted and cheered on by the other bears, and he and Lulubelle declare their true love toward each other.
• "Eureka!" Moment: Sitting despondently on the edge of a cliff after seemingly being rejected by his love interest in favor of Lumpjaw, Bongo watches the other bears happily cavorting in pairs and slapping each other and realizes what Lulubelle slapping him across the face really meant.
• Evil Redhead: Willie the Giant has red hair and is the antagonist of the Mickey and the Beanstalk segment.
• Evil Sorcerer: Willie the Giant has magic powers who grant him to transform in anything he wants, disappear and even fly as he explains during his Villain Song.
• Extreme Omnivore: Attempted; when Donald first snaps, he puts plates and silverware between the two slices of bread and tries to eat them.
• Faint in Shock: Edgar faints when he sees Willie the giant lifting the roof off of the house.
• Falling-in-Love Montage: Bongo and Lulubelle, accompanied by the sugary love song "Too Good to be True".
• Fisher King: The harp is what keeps Happy Valley happy. With her gone, it turns into Gruesome Gulch.
• Fooled by the Sound: When Jiminy Cricket is chased by a cat and escapes by going underneath a door, he scares the cat away from the other side by barking like a dog.
• Foreshadowing: Early on in the "Bongo" sequence, Dinah Shore delivers the line, "He didn't even know how to act like a bear!" Later, Bongo doesn't understand why Lulubelle slaps him in the face (it's apparently how a bear says "I love you").
• Forgot About His Powers: Willie falls helplessly from the beanstalk despite previously showing off that he could easily shapeshift into any animal, bird or insect he wanted in order to save himself, as well as the ability to fly on his own. However, we never see exactly how he managed to survive the fall, so it's possible he did remember at the last second.
• Gentle Giant: Zig-Zagged with Willie the Giant. Although he's essentially just a mischievous child in an oversized body and seems friendly to the trio when he finds them, he still stole Happy Valley's golden harp and has little concern for the consequences this led to. Subverted even further in the story's climax, when Mickey outwits him and Willie goes into Unstoppable Rage chasing after him.
• Giant Footprint Reveal: In the "Mickey and the Beanstalk" segment, as Mickey, Donald and Goofy make their way to the giant's castle, they trip down into one of his footprints. Narrator Edgar Bergen and his dummies Charlie McCarthy and Mortimer Snerd make a note of this.
  Edgar: It seems man has never set foot in this place.
  Charlie: Well, somebody did.
  Mortimer: Oh, gosh! Who made them?
  Charlie: Well, it wasn't Cinderella.
• Hakuna Matata: Jiminy Cricket's song "I'm a Happy-Go-Lucky Fellow," all about his happy and carefree approach to life.
• Hates the Job, Loves the Limelight: Bongo seems to enjoy entertaining circus audiences, who applaud what he does, yet behind the scenes, he's an abused prisoner and yearns to escape.
• Have a Gay Old Time:
  • The word "gay" is used by Jiminy and the Golden Harp in the context of meaning "happy".
  • The song "Say It with a Slap" includes the term "making love", which at the time of the film's release was another way of saying "pitching woo".
• Heroic Mime: Bongo's inner thoughts are narrated by Dinah Shore, but he doesn't say anything out loud himself, and doesn't make any noises aside from a triumphant whoop and an attempt at a growl.
• High-Dive Hijinks: Part of Bongo's circus act involves diving 300 feet into a damp sponge.
• Hobbling the Giant: In "Mickey and the Beanstalk", Mickey tries to escape Willie the Giant by fashioning a vine into a tripwire for him to trip and fall on.
• "I Am" Song: "I'm a Happy-Go-Lucky Fellow" (which, incidentally, was originally created for Pinocchio (1940), where Jiminy first appeared) and ''Fee Fi Fo Fum".
• Idiosyncratic Cultural Gesture: In the Disney Short "Bongo" the escaped circus bear doesn't really know about wild bear culture. Thus when his crush Lulubelle slaps him, Bongo thinks this is a rejection. It takes him overhearing the other bears singing about how bears show their affection with a slap to figure it out. Even so, Bongo removes his hat in respect after slapping her.
• Ill-Timed Sneeze:
  • In Bongo at one point, Bongo sneezes while on his unicycle, which almost propels him off the edge of a cliff.
  • In Mickey and the Beanstalk, Willie unknowingly puts Mickey inside a sandwich, but when he sprinkles pepper on it, Mickey sneezes, exploding the sandwich and revealing his presence to Willie. Later, when Mickey is stealing a key from Willie's pocket, he accidentally falls into Willie's snuffbox and the snuff makes him sneeze, waking Willie. Fortunately, the snuff blows into Willie's face and he also sneezes, which gives Mickey enough time to escape.
• Impact Silhouette: Bongo does it with a waterfall.
• Impossible Shadow Puppets: Bergen does this to show what Willie the Giant looked like.
• Insane Equals Violent: A hunger-induced Donald Duck attempting to kill the cow into hamburgers counts.
• Instantly Proven Wrong: At the end of Mickey and the Beanstalk, Mortimer cries over Willie dying, so Edgar tries to reassure him that the story was made up and Willie is just a figment of his imagination. About two seconds later, there's a huge creaking noise as Willie lifts up the roof of the building to ask if anyone's seen "a teensy-weensy little mouse," causing Edgar to faint in shock.
• I Need a Freaking Drink: Jiminy Cricket, of all people, on hearing Edgar Bergen's description of the giant, declares, "This calls for a drink!" and drains a cocktail glass in one gulp, punctuated with an Alcohol Hic.
• In the Style of: The music for the scene where the beanstalk grows is based on Maurice Ravel's Bolero. It was even referred to in-studio as "Beanero".
• Interactive Narrator: Briefly in Mickey and the Beanstalk. The narrator goes unnoticed right up until he comments on Donald's resilience in the face of famine...
  Edgar: But Donald doesn't give in, Donald doesn't give up—
  Donald: SHUT UP! I CAN'T STAND IT!
• Interspecies Romance: Implied with the previously depressed-looking doll and teddy bear at the end of Bongo's segment when they're now seen with happy faces and being close to each other.
• It Can Think: It's implied that the beanstalk is sentient and benevolent as when it grows up reaching the sky it makes sure that Mickey, Goofy and Donald don't fall to their deaths and very gently puts them to sleep without waking them up.
• Jerkass Has a Point: Donald isn't in his right mind when he tries to kill the cow, but in his defense, they're all starving to death and don't have many other options, especially since her milk has dried up. In-universe, Charlie thinks they should kill the cow, while Luana and Mortimer are aghast at the suggestion.
• Lacerating Love Language: A major plot point in Bongo is that the titular character, a bear raised in the circus, is unaware that wild bears express love by slapping each other. Thus, when Lulubelle tries to declare her love for him with a smack, poor Bongo thinks she's turned on him and leaves brokenhearted, only realizing the truth when he sees a party of bears slapping each other silly to a song.
  When a bird loves a bird, he can twitter
  When a puppy falls in love, he can yap
  Every pigeon likes to coo
  When he says I love you
  But a bear likes to say it with a slap
• Laughably Evil: Willie first comes across this way, as a dim, bungling doofus who's actually sort of lovable. Monumentally inverted the minute he sees Mickey trying to tie his shoelaces together, at which point he turns genuinely menacing and terrifying, even more so when he spots Mickey's group making off with the harp.
• Layman's Terms: As Mortimer mourns the alleged death of Willie, Edgar tries to console him, saying that he never existed at all, which leads to this...
  Edgar: He's a metaphysical phenomenon of your subconscious mind. A phantasmagoria of your mental faculty. In other words, just a figment of your imagination.
• Leaf Boat: Mickey, Donald and Goofy cross the giant's moat on a giant leaf. Jiminy Cricket also uses one in the introduction.
• Love at First Sight: When Bongo's eye catches Lulubelle standing in the water.
• Lunacy: The magic beans only grow into a giant beanstalk when planted under the light of a full moon.
  Mickey: If you plant these beans under the light of a full moon, you know what'll happen?
  Donald: Yes! We get more beans! (quacks angrily and throws the beans away)
  Mickey: Oh, no, Donald!
  Donald: "Magic beans"! PHOOEY!
• Madness-Induced Omnivore: In a parody of Jack and the Beanstalk, Donald Duck plays the role of a peasant whose dinner consists of 1/3 of a bean between two slices of paper-thin bread. The famine causes him to snap, and he furiously eats his own plate and cutlery before Mickey and Goofy restrain him.
• Magical Incantation: For this adaptation of Jack And The Beanstalk, the giant's iconic phrase "fe fi fo fum" are actually magic words that Willie uses to do his shapeshifting.
• Manchild: Willie the Giant, who's introduced bouncing a ball and who kidnapped the magic harp because he wanted someone to sing him lullabies.
• Match Cut: Donald has to be physically restrained and held down following his mental breakdown. The film transitions via cross dissolve to the same thing being done to Charlie, himself freaking out.
• Micro Dieting: Mickey, Goofy, and Donald engage in this out of necessity — because Willie the Giant stole the singing harp that provides prosperity to the land, reducing the lush place to a barren desert, they're completely out of food except for a single bean and a single slice of bread, which have to be divided three ways. By the time the bread slice has been sliced again and again to share among them, the slices are thin enough to be transparent.
• Mood Whiplash: The scene where the narrator explains the plight of the peasants is somewhat gloomy but still funny. Then Donald starts freaking out....
• Murder the Hypotenuse: Lumpjaw gets right on rubbing out Bongo since he's competition for the hand of Lulubelle.
• Musicalis Interruptus: During the Ode to Food:
  Goofy: Lots of starches, lots of greens, fancy chocolate covered...?
  Mickey: BEANS!
  [Music stops abruptly]
  Goofy: What do you mean, "beans"?
• Named by the Adaptation:
  • The giant, unnamed in the original is called Willie.
  • Also, in "Bongo" the female bear in the original story was initially unnamed. In development, she was called "Suzie" and "Silverear" before she was finally called "Lulubelle".
• Nice Job Breaking It, Hero!: Once Mickey has gotten Donald, Goofy, and the harp free from the the chest in which Willie trapped them in, the group begins to escape the castle to bring the harp back to Happy Valley, but rather than choosing to hightail it out of the castle as quickly as possible, Mickey decides to tie the sleeping Willie's shoestrings together in hopes of ensuring the giant will be slowed down if he wakes up and tries to chase the group down. Unfortunately, this backfires horrendously when Willie wakes up and tries to kill Mickey for what he and his friends have done.
• No Fourth Wall: An animated Willie crashes Luana's party by lifting the roof off and asking if anyone had seen Mickey. The sight of this causes Edgar to Faint in Shock. In the stand alone release of Mickey and the Beanstalk, this happens to Ludwig von Drake. Prior to Willie's appearance, both are consoling a companion that Willie never actually died and that he exists as a figment of their imagination. Boy were they wrong!
  • It gets better: Willie walks through Los Angeles, picks up a Brown Derby restaurant, and wears it as a hat.
• Not-So-Harmless Villain/Villainous Breakdown: Willie is laughable enough, but he is also a violent kleptomaniac who wields a morning star the size of a two-story house when he sees Mickey, Donald and Goofy trying to escape with the harp that he had stolen.
• Nothing Exciting Ever Happens Here: Joked by Charlie.
  Edgar: Once upon a time, long, long ago...
  Charlie: Funny, nothing ever happens nowadays.
• Ode to Food: Right before Mickey comes back with the magic beans, Donald and Goofy sing a short song about finally being able to eat now that they've gotten some money from selling the cow To the Tune of… "Funiculi, Funicula".
  Goofy: Turkey, lobster, sweet potato pie! Pancakes piled up 'til they reach the sky! Ohhhhhhhh...I wanna eat, and eat, and eat, and eat, and eat until I die!
• Oh, Crap!:
  • The forest bears look on in shock when Bongo and Lumpjaw crash into the tree the bears are on.
  • Lulubelle gasps in shock as Bongo and Lumpjaw go over the Inevitable Waterfall. Seconds later, Lumpjaw panics as he's about to be washed downstream.
• Our Giants Are Bigger: Willie the Giant in the "Mickey and the Beanstalk" segment is the villain in this Jack and the Beanstalk adaptation. He's several stories tall, looks quite human, and lives in his castle high in the clouds. He's also a giant magician, being a consummate shapeshifter. He keeps a magical animate harp imprisoned, whom Mickey, Goofy, and Donald need to save.
• Pale Females, Dark Males: Lulubelle's fur is a noticeably lighter color than that of Bongo or Lumpjaw.
• Parasol Parachute: Jiminy Cricket does this.
• Porky Pig Pronunciation: Willie just can't get the hang of saying "pistachio". A gag that would be repeated by him in Mickey's Christmas Carol.
• Poverty Food: After Happy Valley falls into ruin and despair, Mickey, Donald and Goofy have to cut their last piece of bread into paper-thin slices and a single bean into three pieces.
  Edgar: If it were one man and three beans...but no. One bean and three men.
  Charlie: Well, at least there are no bones in it.
• Production Foreshadowing: When Mickey and his friends find Willie's giant footprints, Charlie possibly does this by joking that Cinderella (whose movie premiered three years after this one did, and which was in fact in production at the time of this film's release) couldn't have made them.
• Real After All: At the end Bergen has to tell Mortimer that Willie didn't die because he wasn't real to begin with, that he was just a figment of the imagination. And then Willie lifts the roof off their home looking for Mickey.
• Real Men Wear Pink: "You sure you don't want a pink bunny?"
• Recognition Failure: Out of the names on the party invitation, Jiminy recognizes the names of Edgar Bergen's puppets, but not Bergen himself.
• Recycled Animation: Both segments.
  • Some of the animation of the rainstorm in "Bongo" was reused from the "Little April Shower" sequence in Bambi. Also, the animation of Bongo's second attempt at climbing a tree was reused in the finale, as was Lulubelle batting her eyes behind a rock.
  • The "What a Happy Day" song from "Mickey and the Beanstalk" reuses animation of frolicking calves from Ferdinand the Bull. Some of the animation of the crows singing is also taken from the "When I See An Elephant Fly" song from Dumbo.
• Red Eyes, Take Warning: Donald's eyes turn red when he starts to go mad with hunger. Also, Willie's blue eyes flash red when he awakens from his sleep to discover Mickey and company making off with the harp.
• Red Is Heroic: Bongo wears a red vest.
• Redubbing:
  • After the film's release, Mickey and the Beanstalk was aired on TV in several different versions with new narrators. One aired as part of an episode of Walt Disney's Wonderful World of Color, narrated by Professor Ludwig Von Drake (this received a standalone video release (the first of several, really) in the late 1980s). Another was narrated by Disney legend Sterling Holloway, with a completely different script. In The '70s show The Mouse Factory, Shari Lewis and her puppet Lamb Chop did the honors. And in the mid-1990s, almost the entire segment was redubbed for the obscure live-action Beauty and the Beast (1991) spin-off Sing Me a Story with Belle, with the puppet character Big Book (voiced by Jim Cummings) and all the other characters dubbed by their then-current voice actors, Wayne Allwine, Tony Anselmo, Bill Farmer and Will Ryan.
  • When Bongo first aired on TV, the narration by Dinah Shore was replaced by that of Jiminy Cricket himself (this version, too, was released separately on video in the late '80s).
  • Japan also had several dubs. One version has Rokuro Naya as Mickey; the other has Takashi Aoyagi, and both versions still have Yu Shimaka and Koichi Yamadera as Goofy and Donald, respectively.
• Riddle for the Ages: The framing device ends with revealing Willie being still alive and looking for Mickey. Why he's doing so has never been said. (Although in the version made for the Disneyland TV series, before Willie asks Walt the question, Walt explains that Willie and Mickey are now good friends.)
• Rooting for the Empire: In-Universe; Charlie McCarthy actively tries to help Willie find Mickey and his friends. This provokes a What the Hell, Hero? Response from Luanna Patten.
  Charlie: You're getting warmer! Behind the jar stupid!
• Roger Rabbit Effect: The frame for the second story is in live action. Although Jiminy is so small and has such an insignificant role at this point, it's not really a big deal. But when Willie shows up at the end...
• Scary Shadow Fakeout: Willie first appears in shadow, holding what looks like a morning star, while speaking menacingly. But when he actually appears, he's really holding a beach ball to play with, and he looks a lot goofier than his shadow would indicate. His voice also turns simpleton.
• Shaped Like Itself:
  Edgar: Now it was called Happy Valley because everyone who lived there was happy.
  Charlie: NO! Well, there's a hunk of logic for you.
• Shout-Out: Mickey tries to trick Willie into turning himself into a fly so he, Goofy and Donald can swat him.
• Simpleton Voice: Both Mortimer and Willie.
• Slap-Slap-Kiss: Literally in the case of the wild bears in Bongo, who show that they like other bears by slapping them.
• Soda Can Shakeup: While fleeing from Willie, Mickey escapes from his castle by launching himself out the window on the cork of a champagne bottle.
• Soft Water: Exaggerated, with Bongo diving 300 feet onto a wet sponge.
• Solid Clouds: The giant's castle rests on a solid cloud.
• Squashed Flat:
  • When chasing Bongo, Lumpjaw runs over three bears, leaving them laid out like bearskin rugs.
  • While Mickey, Donald and Goofy are sawing the beanstalk, Donald gets pulled through the stalk. As it falls, a flattened Don is left on the stump before popping back to normal.
• Stepford Smiler: Bongo wears a big grin while performing but is secretly miserable and longs to be free from the circus, living in the wild. He gets his wish.
• Stock Scream: One of the first uses of what is now known as the "Goofy Holler".
• Stock Sound Effects: Mickey's sneeze and subsequent "Gesundheit, heh..." are taken from Brave Little Tailor.
• Straight Man and Wise Guy: Edgar and Charlie, respectively, during the "Mickey and the Beanstalk" segment.
• Take That!: "Instead, there is only misery... misery..." "Just like the eighth grade."
• Thundering Footsteps: In Bongo, the entrance of Lumpjaw is heralded by his earth-shaking footsteps, causing the other forest bears to run for cover.
• Tied-Together-Shoelace Trip: When Mickey, Donald, and Goofy are escaping with the harp while Willie is asleep, Mickey tries to do this to him on the off chance he woke up. Unfortunately, the movement ended up causing Willie to wake.
  Charlie: Heh, shoulda left well enough alone.
• Title Drop: Jiminy's introductory song, "I'm a Happy-Go-Lucky Fellow", essentially names the set — the name "Fun and Fancy Free" describes his happy-go-lucky view on life.
• To the Tune of…: Goofy and Donald's Ode to Food is sung to the tune of "Funiculì, Funiculà".
• Too Dumb to Fool: When Mickey tries to trick Willie the giant by getting him to shapeshift into a fly so that Donald and Goofy may swat him with a flyswatter, Willie instead turns into a bunny rabbit simply because he feels it would be cuter. This allows Willie to discover the ruse that Mickey was trying to pull on him.
• Too Dumb to Live: When Mickey, Goofy and Donald arrives in the giant's land Donald for unknown reasons provokes a giant dragonfly by pretendig to shoot at it. The dragonfly gets angered and attacks'em. Not content with that Donald even taunts it to Bring It.
• Tricking the Shapeshifter: Subverted. Mickey tries to get Willie to turn into a fly so that he can kill him with a fly swatter. Unfortunately, Willie wants to turn into a bunny rabbit and does so instead. And when he sees Mickey, Donald and Goofy holding the swatter, he gets wise to their scheme and captures them.
• Triumphant Reprise:
  • After Lumpjaw's defeat, "Say It With a Slap" plays joyously as the other bears carry Bongo proudly on their shoulders through the forest, followed by a reprise of "Too Good To Be True" as Bongo and Lulubelle reaffirm their love.
  • "My, What A Happy Day" reprises grandly as the three adventurers discover the Giant's banquet.
• The Unintelligible: The forest creatures during the sequence in which Bongo attempts to climb a tree. The squirrels' sounds are made by a kazoo, while the chipmunks (who may or may not be Chip 'n Dale) are played by a toy squeaker. However, at one point, the chipmunks speak through sped-up vocal gibberish. When "Bongo" was presented as a standalone short, both on the Disneyland TV show in the 1950s and the Disney Mini-Classics line of home videos in the late 1980s, the animals' unintelligible chatter was accompanied by subtitles translating their chatter to English.
• Uncertain Doom: Lumpjaw is last seen getting washed away in a river after falling down a waterfall. If he'll survive or even if he drowns remains unknown.
• Villain Has a Point: Not so much the film itself regarding Willie or Lumpjaw, but rather pointed out by the Magic Mirror in both Disney's Greatest Villains and A Disney Halloween that Willie is what sets the story in motion and not the beanstalk, arguing that the story should be called "Mickey and the Giant and the Beanstalk".
• Villain Song: "Fee Fi Fo Fum", which doubles as Willie's Leitmotif. Unlike most examples though, it's more of a jolly ditty and doesn't evoke any menace at all, even if it is a grand boast about how awesome the giant is.
• Vine Tentacles: Once the beanstalk grows large enough to uproot the house, it's shown using its many vines to ensure that Mickey, Donald, and Goofy not only don't plummet to their dooms as it grows taller and taller but doing it so gently that they don't even wake up.
• Voluntary Shapeshifting: Willie's magic power lets him, among other things, "change [himself] into the darnedest things." He can grow or shrink and become animals.
• Wacky Sound Effect: Bongo makes a bed out of grass and presses down on it, making a creaking sound like a mattress with box springs.
• Wolves Always Howl at the Moon: During his first night in the woods Bongo is disturbed by the animals' noise. A wolf howling at the moon among them.