Sterling Holloway

In the jungles of India (Sebastian Cabot), Bagheera the wise and intelligent black panther discovers an orphaned baby boy. Bagheera comes across an abandoned ship-wrecked boat, finding a small baby whose parents died is seen in the basket. Bagheera knew that the baby would need nourishment soon and the nearest man-village was several days away by trek. Without a mother's care, the baby would perish. Bagheera brings him to a pack of wolves, who name him Mowgli (Bruce Reitherman). The pack is led by Akela, (John Abbott) the leader of the Seeonee wolf pack and Rama (Ben Wright) Mowgli's adoptive wolf father. Rama's mate had recently been blessed with a litter of cubs. As Mowgli grows older, he becomes a beloved part of the wolf pack. Ten years later, Mowgli has grown into a wiry, street smart loincloth cloth diaper-clad feral child. The pack learns that the murderous Bengal tiger Shere Khan (George Sanders) has returned to their part of the jungle. Shere Khan is a confident and menacing Bengal tiger who is deeply feared by most of the animals of the jungle Knowing that he hates humans and will stop at nothing to kill Mowgli, the wolves decide that the latter must leave. Bagheera agrees to escort Mowgli to a nearby "man village", though Mowgli is reluctant to leave the only home he has ever known, as he does not fear the tiger, and believes he can last against him. Bagheera explains that Shere Khan would always believe that Mowgli would grow up to become a hunter with a gun and hence Mowgli would never be safe with Shere Khan in the jungle. Not to mention that he has never met others of his own kind, thus everyone in the man-village will seem like strangers to him. Bagheera and Mowgli rest in a tree where Kaa the sly and sinister python (Sterling Holloway) attempts to devour Mowgli but is stopped by Bagheera. Kaa hypnotizes Mowgli into a drowsy trance and strangles the boy by wrapping his coils around his neck. Kaa nearly devours the boy, but Bagheera wakes up and disrupts the hypnosis. Kaa then turns his attention to Bagheera and hypnotizes him, but Mowgli throws Kaa's coils to the ground, taking his head with it. The next morning, Mowgli encounters Colonel Hathi (J. Pat O'Malley) and his elephant herd. Colonel Hathi is a pompous Indian elephant who leads the Jungle Dawn Patrol. Hathi is a recipient of the Victoria Cross for bravery above and beyond the call of duty. He had served in the Maharaja's 5th Pachyderm brigade. Mowgli wants to join in the march and follows behind Junior, a baby elephant. Mowgli spends quality time bonding with the baby elephant, who is Hathi's son, who one day dreams of following in his Father's footsteps. They stop in a line for an inspection check and Hathi sees Mowgli in line with the rest of the elephants. He gets angry and says there will be no man cub in his jungle. Then Bagheera catches up to the group and says he's there to take Mowgli to the man village. Following an argument where Mowgli refuses to go to the man village, he is abandoned by Bagheera. All alone, Mowgli meets and befriends Baloo (Phil Harris), a laid-back and carefree sloth bear who promises Mowgli can stay in the jungle with him. After teaching him how to growl like a bear and even fight like a bear, Bagheera overhears the commotion ruckus caused by their horseplay, and hurriedly returns, dismayed that Mowgli has encountered the 'jungle bum.' Baloo shows Mowgli the "Bare-necessities" of life and how to live in the jungle by just sitting back, chill-axing and having fun. Baloo argues that the bare necessities of life would come to Mowgli by themselves, if he was patient enough. The boy and the bear perform seemingly perilous activities, such as eating ants, using a cactus to be able to reach high up and collect fruit, and scratching their backs, much to an annoyed Bagheera's ire. To top it all off, much to Bagheera's horror, Baloo takes the boy to a large, wide and deep lagoon, where they decide go for a swim. Mowgli quickly masters his skinny body's buoyancy and learns swimming. After witnessing them narrowly survive from drowning in the rapids and going over a waterfall, an exasperated Bagheera slips away, fed up with their antics. Mowgli is soon kidnapped by monkeys who bring him to their leader, King Louie (Louis Prima) the orangutan. Louie is a cool and smooth-talking orangutan leader of the monkeys from the ruins of an ancient palace who wants to learn how to make fire. Baloo was not able to protect Mowgli as the monkeys easily defeat him. Baloo yells for Bagheera for help. Louie tries to persuade Mowgli to teach him the ways of man, until Baloo and Bagheera arrive. Baloo disguises himself as a monkey and starts dancing with King Louie. The plan nearly works, but his disguise fell apart, blowing his cover. They grab Mowgli and make a run for it, but the monkeys pursue them. The monkeys play another game of 'hot potato with Bagheera and Baloo. King Louie grabs the boy last, wanting Mowgli all for himself. As King Louie grabbed Mowgli, he accidentally tore down the foundation of the temple and threw Mowgli to Baloo to save his home. With King Louie preoccupied, Bagheera, Baloo, and Mowgli make their escape. While Mowgli is sleeping that night, Bagheera tries to convince Baloo that Mowgli must be taken to the man village. Baloo remains unconvinced until Bagheera reminds him that Shere Khan will try and kill Mowgli, as he is afraid of guns and fire. This persuades Baloo, who tells Mowgli the next morning that he must take him to the man village. Feeling betrayed, Mowgli runs away. Baloo is beside himself as he loves Mowgli like his own kid. Bagheera later finds Colonel Hathi's herd and seeks their help in finding Mowgli. Bagheera says that Mowgli ran away and now he is lost in the jungle. Hathi dismisses the threat of Shere Khan as he says that Shere Khan is not within miles of their area of the jungle. However, unknown to any of them, Shere Khan has overheard this and now decides to hunt and kill Mowgli himself. While going through the jungle, Mowgli is ambushed by Kaa once more, who hypnotizes him into a sleep, intending to devour him. However, before he can, Shere Khan arrives and tells Kaa that he is looking for a man cub. Kaa manages to hide Mowgli. Once Shere Khan leaves, Kaa's plans to eat Mowgli are foiled when Mowgli comes out of his trance, and is able to escape Kaa's grasp. After escaping Kaa, Mowgli reaches the wastelands of the jungle where he meets and befriends a group of vultures including Flaps (Chad Stuart) and Dizzy (Lord Tim Hudson). They see Mowgli wandering aimlessly alone and proceed to make fun of him for his human form, such as having skinny legs like a stork but not having any feathers. Quite upset and offended by this, Mowgli chokes up and is about to slip away but the vultures feel bad and try to cheer him up by making him an honorary vulture who is part of their group, willing to take him in as one of their own. However, Shere Khan soon arrives and tries to kill Mowgli. He tries to fight but soon loses his nerve after realizing how terrifying the tiger truly is before Baloo intervenes. Shere Khan throws Baloo off of him, punches and slashes Baloo across the face with his claws, knocking the bear out unconscious. A wounded Baloo collapses, unconscious. Lightning strikes a tree and becomes engulfed in flames. Mowgli grabs one of the lit branches and in the ensuing chaos, Mowgli ties a flaming branch to Shere Khan's tail, and the fire spooks the tiger, sending him fleeing in fear with the burning branch still tied to his tail hitting him. Mowgli now mourns the loss of Baloo. as Bagheera respectfully takes Mowgli away, Baloo reveals he is alive, much to everyone's happiness. As they get closer to the man village, Mowgli becomes smitten with a girl (Darleen Carr) getting water from the river. Seeing the boy perched up towering over her, the girl seduces him with bedroom eyes, causing Mowgli to become love-blind, mesmerized and captivated by her beauty. He follows her into the man village, having finally accepted the fact that he is a human. Baloo whispers for Mowgli to come back, but the love-struck boy follows the girl into the village while carrying her filled water pot. Content that Mowgli is where he belongs, Baloo and Bagheera return to the jungle. Baloo, although partly wishing that the boy would still be with them, accepts this fact and says he's happy for Mowgli starting the next chapter of his life in the village, before wrapping his arm around the panther, stating that they should get going as well.

Alice (Kathryn Beaumont) is bored listening to her older sister read aloud from a history book. Alice dreams of living in a world of nonsense. Just then, Alice sees a White Rabbit wearing a waistcoat and carrying a watch. She and Dinah (her cat) follow him into a rabbit hole, where Alice suddenly falls down into a deep well, leaving Dinah behind. At the bottom, she follows the Rabbit into a large chamber-like hall, but he escapes through a tiny door. The Doorknob suggests Alice drink from a bottle marked "Drink me." The contents shrink her to a tiny fraction of her original size. The door is locked, and the key appears on the table, which she cannot reach. The Doorknob directs her to a cookie marked "Eat me." The cookie makes her grow so large that her head hits the ceiling. She begins to cry; her massive tears flood the room. The Doorknob points out that the "Drink me" bottle still has some fluid left inside, so she finishes the last drop. She becomes so small that she drops inside the bottle. Both she and the bottle drift through the doorknob's keyhole mouth and out to a sea made from Alice's tears. On shore, a Dodo bird leads a group of animals in a futile caucus-race to get dry. Alice meets Tweedledum and Tweedledee (J. Pat O'Malley), two fat twin brothers who recite "The Walrus and the Carpenter". After sneaking away to the White Rabbit's house, Alice is at first mistaken by him for his maidservant; and then grows to such a large size that she gets stuck inside the house. The Dodo tries to help by first sending Bill the Lizard Chimney Sweep down the chimney, and then setting the house on fire; but Alice eats a carrot from the garden and shrinks down to three inches. Alice sings "All in the Golden Afternoon" with a garden of talking flowers. Alice chases after the Rabbit again, and she finds herself in a garden of talking flowers and strange insects. The flowers at first befriend Alice, but then mistake her for a weed and angrily drive her out of the flowerbed before she can "take root." She engages a hookah-smoking caterpillar who turns into a butterfly, though not before giving her cryptic advice about the mushroom she is sitting on. Alice breaks off two pieces and nibbles them alternately (first growing very large and unintentionally aggravating a Nesting Mother Bird (Queenie Leonard), who accuses Alice of being a "serpent", then shrinking very small). Finally, Alice manages to restore herself to her normal size and stores the pieces in her apron pockets. Alice receives mysterious directions from the Cheshire Cat (Sterling Holloway), an eerily grinning feline that can disappear and reappear at will, which lead her to the garden of the March Hare (Jerry Colonna), who is celebrating his "Un-birthday" with the Mad Hatter (Ed Wynn) and the Dormouse. Alice, growing tired of their rudeness and wackiness, decides to go home, abandoning her pursuit of the White Rabbit. She is lost and despondent among the strange creatures (See Below) of the Tulgey Wood, until the Cheshire Cat reappears and shows her a short-cut out of the forest and into the garden of the Queen (and King) of Hearts. In the hedge maze garden, Alice meets some playing cards painting white roses red. The White Rabbit heralds the arrival of the bellicose Queen of Hearts (Verna Felton), the diminutive King (Dink Trout), and a card army. She invites Alice to a strange game of croquet using flamingos as mallets, hedgehogs as balls, and card soldiers as wickets. The Cheshire Cat plays a prank on the Queen, who blames Alice and orders her execution. The King suggests that Alice is to be put on trial instead. At the trial, Alice's nonsensical acquaintances (the Mad Hatter, the March Hare, and the Dormouse) are of no help to her. The Cheshire Cat appears and causes enough distraction to allow Alice to eat the remaining portions of mushroom, causing her to grow to gigantic proportions. At this size, Alice scolds the terrified Queen for her rash behavior, but then starts shrinking back to her normal size all too soon. At the Queen's command of "Off with her head!" all the crazy inhabitants of Wonderland give chase. Coming back to the Doorknob, Alice is told by him that he is still locked, but that she is already on the other side. Looking through the keyhole, Alice sees herself asleep in the park. As the mob draws nearer, she calls, "Alice, wake up!" to her sleeping self until she gradually awakens from the dream to the sound of her sister's voice. The two of them return home for teatime; while Alice muses on her adventures in Wonderland and realizes that perhaps logic and reason exist for a purpose, her sister realizes affectionately that Alice is still young, but will grow-up in time.

While a large circus spends the off-season in the "Winter Grounds" in Florida, a flock of white storks delivers babies to the animals. The storks had to fly through a lot of bad weather, including snow, thunder, lightning and hail. One elephant, Mrs. Jumbo (Verna Felton), does not receive her baby, and keeps scanning the sky. The circus sets out on a new tour, and a belated stork (Sterling Holloway) catches up with the moving train and drops off the expected baby elephant, Jumbo Junior. Casey Junior (Margaret Wright), the sentient 2-4-0 tender locomotive hauling the circus train. Casey Junior is a coal fired engine. The other elephants Catty (Noreen Gammill), Giddy (Dorothy Scott), Prissy (Sarah Selby) are initially delighted, until they see the baby has far-oversized ears, and promptly nickname him "Dumbo". However, Mrs. Jumbo shows her baby great care and love, defending him from the teasing of the other elephants. The circus reaches its new destination and sets up camp. The crews work all night in heavy rains to set up the main tent. The elephants are pressed into service to move all the heavy cargo from the train and to the location of the main tent. The heave spikes are inserted into the ground, which will keep the main tent in place, with the help of the central mast that rises into the sky. The owner of the circus does a massive parade in town the following day to announce the arrival of the circus and to display the animals and attractions that they have in store for the audiences. This includes Lions, Tigers, camels, clowns, elephants, among others. Dumbo, clumsy due to his ears as he keeps tripping himself on his ears, is made into a sideshow attraction. Still Jumbo Jr does not understand the meaning of all this and continues to play with his mother who is nothing but attentive to him. Some rowdy boys start to bully Dumbo, even breaking into his pen, pulling Dumbo out from behind Mrs Jumbo and then blowing into his ears, even pulling his ears forcefully. The furious Mrs. Jumbo spanks their leader. The circus staff is drawn in by the commotion and sees Mrs. Jumbo throwing hay bales at kids, the shocked staff remove Dumbo from the pen, causing Mrs. Jumbo to be further enraged. The ringmaster hits Mrs Jumbo with a whip and the other workers control her by putting a chain in her legs, but she still continues to fight. Eventually Mrs Jumbo douses the circus's ringmaster (Herman Bing) in a water tub The ringmaster though not truly evil, is a strict, greedy, and arrogant man who exploits workers and animals. Mrs Jumbo is subsequently deemed mad and locked in a cage. Dumbo is blamed for the incident and shunned by the other elephants. They instead make fun that Dumbo has ears that only a mother could love. Timothy, (Edward Brophy) an anthropomorphic mouse watches this as Dumbo walks away from the elephants into a different tent where he could be alone. Timothy then reveals himself to the lady elephants causing a stampede as they are all afraid of the mouse. Timothy introduces himself to Dumbo, who does not trust him initially. Timothy then says that he wants to work with Dumbo to get Mrs. Jumbo out of her cage. Timothy says that Dumbo's ears are very beautiful, and they look very decorative. Timothy, along with the crows that travels with the circus, befriends Dumbo and decides to make him a star. Timothy overhears the circus ringmaster planning to make a pyramid of 17 elephants as a new attraction in the circus. But the ringmaster does not have the climax and goes to sleep thinking that it would come to him in a dream. He whispers in the ringmaster's ear while the latter sleeps and convinces him to try a new stunt with Dumbo as the top of a pyramid of elephants. During the show, the pyramid is ready, but Dumbo again feels shy. Timothy ties Dumbo's ears over his head and pricks his behind to get him to perform. Dumbo is supposed to jump on a springboard and get on top of the pyramid. However, Dumbo trips on his ears during the show, misses the springboard completely, and knocks over the pyramid, injuring the other elephants and bringing the big top crashing down. The circus is ridiculed and is forced to leave town as a result of this debacle. After this, the other elephants (who had endured multiple injuries) exile Dumbo completely, and he is put in with the clowns' firemen act, regularly jumping from a "burning building" prop into a vat of pie filling. Despite his newfound popularity, he hates the job and becomes depressed. Timothy decides to take Dumbo to see Mrs. Jumbo. Mrs. Jumbo is chained inside her cage, which only has a few windows for ventilation. As such, Mrs. Jumbo cannot come to the window, and they cannot see each other's faces and can only intertwine trunks. Meanwhile, the clowns decide to increase the popularity of their fireman act by dangerously raising the platform Dumbo jumps from. The plan is to raise the platform from 20 feet to 1000 feet and even ask the circus owner for a raise as they believe that this is a golden idea. In celebration of the plan, they drink champagne, and a bottle of it falls into a water vat. Dumbo, crying after visiting his mother, has an unsettling case of the hiccups. So, Timothy takes him to the vat for some water, only to discover that the water contains champagne. Both of them get drunk, blow all sorts of bubbles and hallucinate pink elephants. Dumbo and Timothy are later discovered asleep high up in a tree by Dandy Crow (Cliff Edward) the leader of a group of crows, and his friends Deacon (Hall Johnson), Fats (James Baskett), Specks (Nick Stewart), Dopey (Jim Carmichael). Initially making fun of Timothy's assertion that Dumbo flew with his ears while drunk, the crows are soon moved by Dumbo's sad story. They decide to help Timothy, giving him a "magic feather" to help Dumbo fly. Holding the feather, Dumbo does indeed take off a second time, and he and Timothy return to the circus with plans to surprise the audience. During the clowns' act, Dumbo jumps off the platform and prepares to fly. He drops the feather, but Timothy assures him it was only a psychological aid. As Dumbo successfully flies about the big top, much to the audience's delight, he throws a trunk full of peanuts to the other elephants as payback. Dumbo gains fame and fortune, Timothy becomes his new manager and signs him to a Hollywood contract, and Mrs. Jumbo is freed. She and Dumbo are given a private coach on the train, and the crows wave goodbye to the elephants as they travel away.