Verna Felton

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.

In 14th century France, King Stefan (Taylor Holmes) and Queen Leah (Verna Felton) welcome their newborn daughter, Aurora (Mary Costa), and proclaim a holiday for their subjects to pay homage to the princess. Her parents named her after the dawn as she filled their lives with sunshine. At her christening, she is betrothed to Prince Phillip (Bill Shirley), the son of Stefan's friend King Hubert (Bill Thompson), in order to unite their kingdoms. The three good fairies, Flora (Verna Felton) the domineering and responsible self-appointed leader, Fauna (Barbara Jo Allen) a sweet and affectionate good fairy, and Merryweather (Barbara Luddy) a feisty and impulsive good fairy who challenges Flora's leadership, arrive and bless Aurora with one gift each, no more and no less. After Flora and Fauna give her beauty and song, the evil fairy Maleficent (Eleanor Audley) a witch from the Forbidden Mountain, appears and is angry at not being invited. Maleficent is a powerful evil fairy and self-proclaimed "Mistress of All Evil". She places a curse on Aurora. Maleficent says that Aurora will grow up with beauty and grace and will be loved by one and all. But, before the sun sets on Aurora's sixteenth birthday, Aurora will prick her finger on the spindle of a spinning wheel and die. A horrified Leah rushes to hold the baby in fright and an enraged Stefan orders his guards to arrest Maleficent, but she disappears with a laugh in a plume of smoke, leaving everyone horrified and worried about the princess's doomed future. Flora and Fauna persuade Merryweather to use her gift to weaken Maleficent's spell. Merryweather's magic isn't strong enough to undo the curse, so she uses her gift to change it so that Aurora will instead fall into a deep sleep until true love's kiss breaks the spell. The Good fairies cannot harm Maleficent as their magic can only be used to bring joy and happiness to others. Still fearful, Stefan orders all the kingdom's spinning wheels to be burned. Flora proposes to change the princess into a flower as a flower cannot prick her finger, but she remembers that Maleficent can send a frost. Fauna says that the only thing Maleficent cannot understand and anticipate is a gesture of selfless love. Flora, Fauna, and Merryweather devise a plan to hide Aurora in a secluded location and raise her themselves until her sixteenth birthday, to which Stefan and Leah reluctantly agree. The fairies move into a forest woodcutter's cottage, giving up magic (so Maleficent cannot find them through their miracles) and living as peasants. They also rename Aurora to Briar Rose. On Aurora's sixteenth birthday, the fairies send her to gather berries so they can prepare a surprise party with a cake and a special dress that is fit for a princess. After Aurora leaves, the fairies struggle as neither knew how to sew or cook and they still did not want to use their magic wands as that might attract Maleficent. The fairies are sad as they know that the next day Auroa would be a princess, and they would lose her to her real parents. In the forest, Aurora sings to the animals, drawing the attention of Phillip, now a handsome young man who was traveling through the forest on his horse Samson. They fall in love without revealing their names, and thus neither knows that they are already betrothed to each other. The princess is enchanted by the young man, but remembering how the fairies told her not to talk to strangers, runs away. However, she does tell the prince where she lives and invites Phillip to the cottage that evening. At the Forbidden Mountain, the atmosphere has stayed in a constant clouded thunder, a sign of Maleficent's mood and that her own quest to find the hidden princess has not been fulfilled. She was livid with her minions who were searching for a baby, not realizing that Aurora would have grown up with time. Maleficent sends her raven, Diablo, to find the princess, who is 16 years old, with hair of sunshine gold, and lips red as the rose. Meanwhile, the fairies decide to use their wands after all, since their attempts at making a cake and a gown for Aurora are a complete disaster. Flora and Merryweather's argument about the color of Aurora's birthday gown (Flora wanted pink, and Merryweather wanted blue) attracts the attention of Maleficent's pet raven, Diablo (Candy Candido) who can see the sparkles from the magic wand coming out of the chimney of the cottage. Aurora returns and tells her guardians that she has fallen in love. They reveal her true identity, which Diablo overhears. The fairies tell Aurora that she must never see the boy again. Meanwhile, back at the castle Hubert has a feast with Stefan celebrating the end of the curse period as it is only half an hour to go for sunset. Hubert commissions a new castle where Phillip and Aurora can live after their wedding. Hubert says that the castle is almost finished, and the lovebirds can move in as soon as they are married. Stefan is circumspect as he wants to spend time with his daughter after 16 years apart. Phillip tells his father about the peasant girl he met and wants to marry, unaware she is the princess to whom he is betrothed. Hubert is upset at this turn of events and tries to persuade him to remember his betrothal, but Phillip rides back to the forest and to the cottage, leaving Hubert glum about how he will tell Stefan about what Phillip says. Shortly before sunset, the fairies bring Aurora to the castle for her birthday celebration. Maleficent appears as a glowing ball of light and beckons Aurora to a tower room. Aurora follows her as she is hypnotized. The fairies realize that Maleficent has lured Aurora and follow her into the tower room. The fairies call for Aurora not to touch anything, but Maleficent's voice lures Aurora to prick her finger on the spinning wheel's spindle that she conjures. As a result, Flora, Merryweather, and Fauna arrive too late to save Aurora, who falls into a deep sleep. The fairies place the sleeping Aurora in the highest tower. Merryweather and Fauna wonder how they'll explain the incident to Aurora's parents. Flora put the entire kingdom to sleep until Aurora is awakened. While doing so, Flora overhears a conversation between Hubert and Stefan and realizes that Phillip is the boy that Aurora met. The fairies rush to the cottage, only to discover that Phillip has been abducted by Maleficent. At her domain, the Forbidden Mountain, Maleficent reveals Aurora's identity to Phillip. She plans to lock him away until he is an old man on the verge of death before releasing him to meet Aurora, who will not have aged a single day. The fairies rescue Phillip and arm him with the magical Sword of Truth and the Shield of Virtue. Diablo tries to warn Maleficent, but Merryweather turns him into a petrified stone before returning to Phillip, Flora, and Fauna. Maleficent surrounds Stefan's castle with a forest of thorns, but Phillip breaks through it. Outraged, she transforms into a giant, fire-breathing dragon. In the ensuing battle, Phillip kills Maleficent by thrusting his sword into her heart. Phillip finds Aurora and awakens her with a kiss, bringing the rest of the kingdom out of their slumber. After Hubert, Stefan, and Leah awaken, the sound of the trumpets heralds the arrival of Aurora and Phillip and it is soon made clear to Hubert that it was actually Aurora that Phillip met in the woods. The two then share a dance as their parents and the three fairies watch. However, Merryweather and Flora continue fighting over the color of Aurora's gown again as the dancing couple lived happily ever after.

In 1909, in a small town, "Jim Dear" (Lee Millar) gives his wife "Darling" (Peggy Lee) a Cocker Spaniel puppy as a Christmas present. The puppy, named Lady (Barbara Luddy), grows up pampered by her doting owners and befriends her neighbors' dogs, Jock (Bill Thompson) a Scottish Terrier and Trusty (Bill Baucom) an elderly Bloodhound who has lost his sense of smell. Lady is well-taken care of by her owners, who delight in her company. Lady is given her own bed at home. From the beginning Jim trains Lady to sleep in her own bed, rather than climbing into bed with them. Lady still makes her way into Jim and Darling's bed. Jim and Darling live in a house with a large backyard. The yard is infested with rats and Lady is able to chase them away. At 6 months, she is given a collar with a license. The license is a badge of faith and respectability. Meanwhile, across town, a stray terrier-mix named Tramp (Larry Roberts) spends his days wandering the streets, feeding on scraps and handouts, and causing trouble for the local dogcatcher. The dogcatcher is determined to catch all the unlicensed dogs in the county. Fleeing the angry dogcatcher (Lee Millar) after freeing his friends Peg the Pekingese (Peggy Lee) and Bull the Bulldog (Bill Thompson), Tramp finds himself in Lady's neighborhood. He overhears a distraught Lady conversing with Jock and Trusty about her owners' suddenly distant behavior towards her. She then explains how one day after coming home, Jim Dear referred to her as 'that dog.' Another time, she tried to playfully take a ball of yarn from Darling, who then struck Lady. When Jock and Trusty deduce this is because Darling is pregnant, Tramp inserts himself into the conversation as the "voice of experience" and warns Lady that "when a baby moves in, a dog moves out" as a human heart only has a limited amount of love and affection. Tramp then explains that babies are 'homewreckers,' and that Lady can expect to be lectured frequently, not allowed to scratch herself in the house for the fear of fleas, not allowed to bark as that would wake the baby, be served leftover baby food, and sent to the doghouse in the yard instead of the nice and warm cozy bed by the fireplace. Annoyed, Jock drives him from the yard claiming that no human is that cruel. Tramp's words cause Lady to fret throughout Darling's pregnancy. Time passes, and lady observes all manner of changes, from strange people entering the house for Darling's baby shower, to Jim Dear leaving early in the morning to get something for Darling. Darling gets a hankering for midnight snacking and sends Jim Dear out in a blizzard to get watermelon and Chop Suey. Finally, the baby is born at the hospital, and Lady feels even more alone, as her owners spend all their time with 'it.'. When the baby boy arrives home, she is allowed to meet and bond with him, dispelling her fears. Later, Jim Dear and Darling take a short trip, leaving the house, Lady, and the baby in the care of Jim Dear's aunt Sarah (Verna Felton), who brings along her two Siamese cats, Si and Am. Sarah dislikes dogs and prohibits Lady from seeing the baby. Later, the cats destroy the house and pin the deed on Lady by pretending she injured them. Sarah takes Lady to the pet shop and has a muzzle put on her. Lady panics and flees into the street. Lady is bewildered by the traffic on the roads and to escape it she runs into an alley, where she is pursued by three savage dogs until Tramp intervenes to protect her. Tramp takes Lady to the zoo to have the muzzle removed. Tramp says that they cannot ask the apes as they would not understand, being too closely related to humans. They approach an alligator, who almost bites off Lady's head, causing a Hyena to go into splits. Tramp finds a beaver (Stan Freberg) who is diligent and absent-minded at the zoo who speaks with a lisp. The beaver gets the muzzle off and uses it to help him finish his dam. The beaver uses the muzzle to pull his logs over to the dam to complete it and stem the flow of water. Tramp then shows Lady his owner-free lifestyle, and they explore the town. Tramp says that he has a family for every day of the week and none of them "own" him. The kindly proprietor of Tony's Restaurant gives them a spaghetti dinner to share (Tony calls Tramp by the name of Butch and indicates that Butch has brought his other female friends to the restaurant before), before they end the evening with a walk in the park. The next day, Tramp tries to convince Lady to live "footloose and collar free" with him. Despite liking Tramp, she decides her duty is to watch over the baby. As Tramp escorts Lady home, he stops to chase some chickens in a coop. The dogcatcher arrives and starts shooting at them. He pursues them both, but only Lady is caught. Lady is taken to the pound while Tramp looks for her. At the pound, she meets Peg, Bull, and some other strays, who all know Tramp. They reveal he has had many girlfriends in the past and claim that females are his weakness. Lady also learns that dogs are killed at the pound, if they are not claimed within a certain time period. Sarah comes to claim Lady, and chains her in the backyard as punishment for running away. Jock and Trusty propose that Lady should marry and come live with one of them, to escape the abuse, but she gently refuses them. When Tramp arrives to apologize to Lady, she berates him for his many girlfriends and sends him away, too. Afterwards, Lady notices a large rat sneaking into the house, crossing the yard in front of her and entering the house through the baby's bedroom window. Lady barks as loudly as she can, but her attempts to alert Sarah fail as Sarah believes that Lady is simply cribbing at being chained to the doghouse. Tramp hears her barking, returns and Lady tells him that a rat has entered the baby's room. Tramp enters the house himself to save the baby. Lady breaks her chain and follows soon after. Tramp is wounded in the battle with the rat but manages to kill it behind a curtain. During the struggle, the baby's crib overturns, and he begins to cry. Sarah comes to investigate, and assumes the dogs attacked the baby. After locking Tramp in a closet, Aunt Sarah puts Lady in the cellar, before calling the pound. Jim Dear and Darling return home to find that Sarah has locked Lady in the cellar and handed Tramp over to the dogcatcher to euthanize. Disbelieving Sarah's story, Jim Dear frees Lady, who immediately shows them the dead rat. Overhearing the truth, Jock and Trusty pursue the dogcatcher's cart and try to stop it. After spooking the wagon's horses, the wagon overturns, but ends up injuring Trusty. Just then, Jim and Lady arrive in a taxi and Lady went to Tramp, who is unharmed by the crash, but their happiness and reunion is cut short when they discover that the wagon fell on Trusty. Jock tried to movie Trusty, but he won't move. A tearful Jock started to howl. Later, at Christmastime, Tramp has become an official part of the family, and he and Lady have four little puppies of their own. Jock and a mostly healed Trusty visit the family. The puppies now provide Trusty (with a cast on his leg) a new audience for his old stories, but he has forgotten them, much to his and everyone else's amusement.

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.

A Kingdom in a faraway land, was peaceful and prosperous and rich in romance and tradition. A wealthy widower has a daughter named Cinderella (Ilene Woods). He was a kid and devoted father who gave his child all the luxury and comfort that money could buy. He felt that Cinderella needed the care of a mother. He remarries to a woman Lady Tremaine (Eleanor Audley) who has two daughters of her own, Anastasia (Lucille Bliss) and Drizella (Rhoda Williams), thinking she will love Cinderella as a mother. But her father dies & the stepmother is revealed to be cold, cruel and jealous of Cinderella's grace & beauty. Lady Tremaine orders Cinderella to become a scullion in her own chateau, overburdening her with chores. The chateau fell in disrepair as the family fortune was squandered on the vain and selfish step-sisters. Cinderella was abused, humiliated, and was made to live at the top of the tower, where it was cold and wet. Despite this, Cinderella remains kind of heart, obediently doing her chores while taking care of the mice and birds that live in the chateau, making friends of them, mainly of two mice named Jaq and Gus (James MacDonald). She also protects them from being eaten by her stepmother's cat Lucifer (June Foray), who makes her duties even harder in retaliation. Cinderella still dreams of a better life and hasn't given up hope. The birds and the mice wake Cinderella up every morning and help her get ready for another day of facing her step-mother and step-sisters. Her day starts with waking Lucifer, Lady Tremaine's cat and feeding it an early breakfast. Lucifer knows that he belongs to Lady Tremaine and cannot be touched, but he fears the house Doberman Bruno, who used to be Cinderella's father's loyal pet. Lucifer hates Bruno and gets him into trouble by harassing Bruno and then playing the victim when he tries to retaliate. As such, Bruno is mostly banished out of the house. Cinderella then serves breakfast to the farm animals in the barn. The mice also try to get to the barn, but their path is blocked by Lucifer. Jaq distracts Lucifer so the other mice can make it outside and collect corn. As they are coming back, Lucifer notices Gus and goes after him. Jaq tries a lot to distract Lucifer, but Lucifer corners Gus in a teacup and is almost about to kill him when Gus is saved by the bell from the step-sisters summoning Cinderella. Cinderella's stepsisters, Anastasia and Drizella, also take advantage of her meekness, mocking her and adding to her workload. They are served their morning tea in bed, and they heap on their mending and ironing on Cinderella. By mistake Cinderella serves the teacup to Drizella with Gus inside and she creates a racket. Lady Tremaine punishes Cinderella by asking her to clean the large carpet in the living room and all the windows of the mansion, along with tapestries and draperies, garden, terrace, sweep the halls and stairs, and clean the chimney. The King (Luis Van Rooten) is old & wants to see grand-kids before he dies. But the Prince (William Edward Phipps) doesn't like anyone. So, the King organizes a ball & invites all eligible maidens in his Kingdom, so that the prince will choose one as his wife. Cinderella has a beautiful voice, while at the same time Anastasia and Drizella have terrible singing voices. Cinderella too gets the invitation, but stepmom says she can go if she completes housework & finds something to wear. Wanting to attend, Cinderella finds a dress of her late birth mother to fix up. Cinderella had selected a design in which wanted her dress. Fearing she will upstage them at the ball, Lady Tremaine and the stepsisters deliberately keep her busy with no time to spare. The mice decide to sew her a dress. They use her mother's wedding gown & modify it using trimmings from Drizella & Anastasia's discarded sash and some old beads. Cinderella is delighted & thanks the mice. But at 8 PM when she arrives to get into the carriage, Drizella & Anastasia rip her dress apart while getting their trimmings & beads back. A distraught Cinderella runs out to the garden in tears, kneeling on a stone bench. There, she is met by her Fairy Godmother (Verna Felton) an endearing but slightly addled matron, who has come to help. She transforms Jaq, Gus, and two other mice into four white horses, a pumpkin into a coach, Cinderella's old horse Major into a coachman, and her bloodhound Bruno (James MacDonald) into a footman. The fairy godmother also gives Cinderella a shimmering ball gown and glass slippers but warns her that all the magic will end on the stroke of midnight. Cinderella says she understands and thanks the fairy Godmother as this is more than what she ever dreamed of. Cinderella arrives at the ball, and is not recognized by her stepsisters, though her stepmother believes something is familiar about her. The Prince has eyes for no one but her, so the King orders the Grand Duke to make sure the romance goes without a hitch. They fall in love. The duke prevents anyone from interfering as Cinderella and the Prince dance a waltz and wander out to the palace grounds, falling deeper in love. However, when Cinderella hears the clock tolling midnight, she runs away before she and the Prince can exchange names. Despite the efforts of the Grand Duke, Cinderella flees the palace, losing one of her slippers on the staircase. The palace guards pursue, but when the magic ends on the stroke of 12, Cinderella and the animals revert to their former appearances on the path in the forest and hide in the woods as the Grand Duke's soldiers ride by looking for the woman. Cinderella discovers the other glass slipper is still on her foot and takes it home with her. Cinderella is thankful to the Fairy Godmother for the best evening of her life. The King is livid when he finds that the girl that the prince was dancing with got away. He believes that the Grand Duke was in cahoots with the prince all along and it was their plan so that the prince never had to marry. The Prince declares that he will marry the one who fits the slipper. The King assigns The Grand Duke (Luis Van Rooten) on the mission to find the girl. Hearing Cinderella humming the waltz from the ball, Lady Tremaine realizes the truth and locks Cinderella in her attic bedroom. Eventually the Grand Duke reaches the residence of Cinderella. While the stepsisters unsuccessfully try on the slipper, Jaq and Gus steal the key back from Lady Tremaine. As they take the key to Cinderella, Lucifer attempts to stop them by trapping Gus and battling the other mice. The birds summon Bruno who scares Lucifer out of the house, and a freed Cinderella hurries to meet the Grand Duke. The Grand Duke is about to leave as Cinderella finally appears. He orders the messenger to bring forth the glass slipper, yet the stepmother in a last-minute attempt to prevent her stepdaughter from better things, causes the messenger to trip, thus breaking the fragile shoe into pieces. Yet the arrogant woman hadn't bet on Cinderella producing the other glass slipper, which fits onto Cinderella's foot perfectly. Very soon, wedding bells ring, and Cinderella marries her prince, and they live happily ever after.

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.