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Fun and Fancy Free is a 1947 animated feature produced by Walt Disney Productions and released by RKO Radio Pictures on September 27, 1947. It was the fourth of the "package films" (feature-length compilations of shorter segments) the studio produced in the 1940s. It is also the ninth animated feature in the Disney Animated Canon.

The Mickey and the Beanstalk portion of the film was the last time Walt Disney voiced Mickey Mouse, as he was too busy working on other projects to continue voicing the famous character in addition to being an open smoker and it hurt his lungs. Disney replaced himself with sound effects artist Jimmy MacDonald.


This film features two segments:

Jiminy Cricket appears exploring a large house and singing "I'm a Happy-Go-Lucky Fellow" (originally written for Pinocchio), until he happens upon a record player and some records, and sets it up to play the story of "Bongo", as told by Dinah Shore (however, in the re-release of Bongo, Jiminy Cricket narrates the story himself).

In the second featurette, the story of "Mickey and the Beanstalk" is narrated by Edgar Bergen in live-action sequences, who, with the help of his ventriloquist's puppets Charlie McCarthy and Mortimer Snerd, tells the tale to child actress Luana Patten at her birthday party. The story begins in a prosperous land called Happy Valley, which is a lush, green valley, complete with fertile farmlands and babbling brooks. Happy Valley's prosperity is the result of the magic of the voice of a beautiful golden harp, who sings daily to keep Happy Valley prosperous and happy due to the magic spell cast by her voice. The harp is kept in a large, majestic castle overlooking Happy Valley, where she sings daily from her balcony, much to the delight of the residents of Happy Valley.

One day, however, a dark shadow is cast over Happy Valley, and thunder and lightning rip across the sky as the shadow descends upon the harp's balcony and absconds with her, leaving signs of the theft in its wake. Without the harp's magical voice to keep prosperity over the land, Happy Valley soon descends into famine and drought, turning the once beautiful valley into a gruesome wasteland as crops turn to dust and are swallowed by the earth and the brooks dry up. Amid this terrible famine, viewers are introduced to three peasants (Mickey, Donald, and Goofy) suffering greatly due to starvation, with only a small loaf of bread and a single bean to share amongst themselves. As Mickey cuts their daily rations and serves them, the long-suffering Donald temporarily loses his composure and begins to savagely eat anything within his reach, including dishes and eating utensils, causing Mickey and Goofy to have to restrain him. After he temporarily calms down, Donald sights the group's lone cow outside and an axe on the wall, formulating a plot to kill the cow to satisfy his hunger. When it becomes apparent to the others what he is about to do, Mickey and Goofy leap to once again restrain the delirious Donald.

Mickey decides to sell the cow to feed them all, and Goofy and Donald dream of magnificent feasts they can purchase with the money they receive from the sale of the cow that night. However, when Mickey returns, he reveals he traded the cow for a set of magic beans, which, when planted beneath the light of a full moon, are said to bring good fortune to the planters. Donald, enraged at what he sees as a fraud and seeing he was not going to have anything to eat at that moment, grabs the beans and flings them across the floor, causing them to fall through a small hole in the floor. After the trio sleeps for the night, a great beanstalk sprouts from the hole as the full moon shines on it, and it grows at an exponential rate, lifting the trio high into the night sky and into a strange new place as they sleep.

The next morning, the trio sights a great castle in a land above the clouds where everything is abnormally large compared to themselves. As they infiltrate the castle, they enter a large banquet hall where they see a giant-sized feast and begin to satisfy their tortured stomachs. After a while, the trio's actions are overheard by none other than the magic harp stolen from Happy Valley herself, locked away in a large chest. The harp explains her disappearance due to her being stolen from her castle by a wicked giant named Willie, who loved the harp's voice and wished to take her for his own entertainment. Shortly after this, the giant known as Willie makes his entrance, absent-mindedly showing off his magical powers of transfiguration as he begins to eat some of the food, upon which he discovers Mickey. Mickey sights a nearby giant flyswatter and cleverly asks the intrigued giant to demonstrate his power by transforming himself into a housefly. As he thinks this is about to work, Mickey signals his compatriots to come help him raise the flyswatter and swat the giant fly, only to turn around and see Willie has turned himself into a pink bunny instead, thinking it a better demonstration. When he sees the trio holding the flyswatter, he realizes their intentions and captures them, removing the harp from her chest and imprisoning the peasants inside. However, Mickey is able to slip away before Willie locks the other two in the chest and puts the key to his right vest pocket. The harp then lulls Willie to sleep with her magic voice as Mickey attempts to retrieve the key and rescue his friends. He is nearly discovered when he accidentally opens a box of snuff inside the giant's pocket, causing him to sneeze and the giant to awaken. However, Mickey can slip out of the pocket with the key, causing Willie to think the disturbance was just a nightmare before drifting back to sleep. After several close calls, Mickey succeeds in getting the key back to the chest and frees his friends.

The trio then conspires to escape back to Happy Valley with the harp using the beanstalk. As Donald and Goofy transport the harp, Mickey attempts to tie Willie's shoestrings together as an insurance policy in case Willie wakes up but ends up waking him up as a result by accident. Thus begins a wild chase, with Willie in hot pursuit of Mickey as Donald and Goofy take the harp back down the beanstalk. At the bottom, the trio set to felling the beanstalk with a large saw, causing the giant plant to topple and causing Willie to fall to his supposed doom. The trio returns the harp to her rightful place in her castle, restoring Happy Valley to its former glory.

At the end of the story, Edgar Bergen comforts a sobbing Mortimer Snerd, who was mourning for Willie. Just as Bergen says that Willie is a fictional character and not real, Willie himself appears, alive and well, tearing the roof off Bergen's house. Willie inquires about Mickey's whereabouts, but Bergen faints out of shock while Mortimer tells Willie goodnight. The scene closes with Willie searching for Mickey in Hollywood while placing the Brown Derby restaurant on his head like a hat.


Promo Gallery[]


During the 1940s, Mickey and the Beanstalk and Bongo were originally going to be developed as two separate feature films.

In the late 1930s, Mickey's popularity fell behind Donald Duck, Goofy, Pluto and Max Fleischer's Popeye. In order to boost his popularity, Walt Disney and his artist created cartoons such as The Brave Little Tailor and The Sorcerer's Apprentice, which later became a part of the feature film Fantasia. In early 1940 during production on Fantasia, animators Bill Cottrell and T. Hee pitched the idea of a feature film based on Jack and the Beanstalk starring Mickey Mouse as Jack, with Donald Duck and Goofy as supporting characters. When they pitched it to Walt, he "burst out laughing with tears rolling down his cheeks with joy", as Cottrell and Hee later recalled. Walt enjoyed it so much he invited other employees to listen to it. However he said as much as he enjoyed it, the film would never be put into production because as Walt claimed that they "murdered [his] characters". However, Cottrell and Hee were able to talk Walt into giving it the greenlight and story development of The Legend of Happy Valley commenced on May 2, 1940.

The original treatment remained more-or-less the same than what ended up in the final film. However there were a few deleted scenes. For example there was a scene in which Mickey took the cow to market where he meets Honest John and Gideon from Pinocchio who con him into trading his cow for the "magic beans". Another version had a scene where Mickey gave the cow to the Queen (played by Minnie Mouse) as a gift, and in return she gave him the magic beans. However, both scenes were later cut when the story was tightened for Fun and Fancy Free and the film does not explain how Mickey got the beans.

Shortly after rough animation on Dumbo was complete in May 1941, The Legend of Happy Valley was put into production, using many of the same cast, although RKO doubted it would be a success. Since it was a simple, low-budget film, in six months fifty minutes had been animated on Happy Valley. Then on October 27, 1941, due to the Disney animators' strike and World War II, which had cut off Disney's foreign release market and caused the company to be in serious debt, Disney put The Legend of Happy Valley on hold.

Meanwhile, production was starting on Bongo, a film based on the short story written by Sinclair Lewis for Cosmopolitan magazine in 1930. It was suggested that Bongo could be a prequel to Dumbo and some of the cast from the 1941 film would appear as supporting characters, however the idea never fully materialized. In earlier drafts Bongo had a chimpanzee as a friend and partner in his circus act. He was first called "Beverly" and then "Chimpy", but was ultimately dropped when condensing the story. Bongo and Chimpy also encountered two mischievous bear cubs who were also dropped. Originally, the designs for the characters were more realistic, but when paired for Fun and Fancy Free the designs were simplified and made more cartoon-like. A nearly completed script was completed on December 8, 1941, the day after the attack on Pearl Harbor.

On that same day, the army came into the studio and asked them to help out with the war effort, which would take over all productions. Due to this, Bongo was put on hold, along with Alice in Wonderland, Peter Pan, Cinderella, The Wind in the Willows, Song of the South, and The Legend of Happy Valley. During the war, the military asked the Disney studio to mainly produce propaganda and training films. During and after the war, Walt stopped producing single narrative feature films due to the high costs and decided to "package" animated shorts together to make a feature film, known as a package film. He had done this during the war on Saludos Amigos and The Three Caballeros, and continued doing them after the war until he had enough money to make a single narrative feature again. Make Mine Music, which was released in 1946, preceded Fun and Fancy Free.

Walt felt since the animation of Bongo and The Legend of Happy Valley (which had been renamed Mickey and the Beanstalk) was not sophisticated enough to be a standard Disney animated feature film, the artists then decided that they would be more convenient as part of a package film. At first, Walt wanted Mickey and the Beanstalk to be paired with Wind in the Willows (which was in production around this time), under the new title Two Fabulous Characters. However, Mickey and the Beanstalk was cut from Two Fabulous Characters and paired with Bongo instead. Two Fabulous Characters eventually added The Legend of Sleepy Hollow and was re-titled The Adventures of Ichabod and Mr. Toad.

Disney had provided the voice for Mickey Mouse since his debut in 1928, and Fun and Fancy Free was one of the last times that he would do the role, since he no longer had the time or the energy to do so. He then passed the role to Disney sound effect artist Jimmy MacDonald to do Mickey's voice. MacDonald started voicing Mickey after this film, not additional lines for the film as it is commonly believed. Disney did, however, later reprise the role in The Mickey Mouse Club.

Celebrities like Edgar Bergen and Dinah Shore were cast to introduce the segments in order to appeal to a mass audience. Jiminy Cricket from Pinocchio was also placed in the scene in which he sings "I'm a Happy-Go-Lucky Fellow".

Directing animators[]

Release and reception[]

The film was released on September 27, 1947, to mixed reviews; some liked it, while others were hostile to it. Bosley Crowther in The New York Times contended that "while the emphasis is more on the first part than on the second part of that compound, it's okay." Time magazine, however, argued that "the whole picture peters out and becomes as oddly off-balance and inconsequential as its title." Harsher still was Cue, which denounced the film's "condescending, cute little tricks of [Walt Disney's] pastel-toned calendar art and drooling dialogue", and as such, felt that the film would "probably be as great a bore to worldly-wise children as to their naive elders." Review aggregator website Rotten Tomatoes reports that 71% of the critics gave the film a positive review based on seven reviews.

Although it was not a runaway hit, the film did reasonably well at the box office, and along with the Disney package films of the late 1940s, it helped finance the 1950 film, Cinderella, and subsequent others, such as Alice in Wonderland and Peter Pan.

International release[]

Country Title Distributor Date of release
France Coquin de printemps RKO Radio Pictures March 29, 1950
Japan こぐま物語 Daiei Film August 9, 1954

TV broadcasts and home video releases[]

Main article: Fun and Fancy Free (video)


Although the two shorts were not made into individual full-length features, as was the original intention, they did air as individual episodes on Walt Disney's anthology TV series in the 1950s and 1960s. Mickey and the Beanstalk, in particular, aired on a 1963 episode with new introductory segments, and Ludwig Von Drake's narration (voiced by Paul Frees) replacing Edgar Bergen (and the sassy comments of his ventriloquist dummy Charlie McCarthy).

Another, earlier version of Beanstalk, from an earlier 1955 episode, replaced Bergen's narration with narration by Sterling Holloway (who was once considered to narrate the story during its production). This episode retained the closing scene of Willie lifting up the roof of a building and looking inside to ask those inside where Mickey is, but with Bergen's narration removed, instead of lifting up Bergen's house roof to ask him, the giant lifts up the roof of the Disney Studio to ask Walt Disney himself. The Holloway-narrated version was also used as a standalone short in such venues as the 1980s TV show, Good Morning, Mickey!. A snippet of this short was also one of the many featured in Donald Duck's 50th Birthday.

In 1982, Fun and Fancy Free was released in its entirety on VHS. It was re-released on VHS in 1997 and 2000. It was also released on laserdisc in 1997, and on DVD in 2000. In 2004, the theatrical version of Mickey and the Beanstalk was also released as a bonus feature on the Walt Disney Treasures set Mickey Mouse In Living Color, Volume Two.

The two shorts were also released by themselves. Bongo and Mickey and the Beanstalk were released separately 1988 and 1989 in the Walt Disney Mini Classics line. In this case, Bongo is similar to the one that aired on the anthology series, in a 1955 episode, which uses Jiminy Cricket's narration and singing replacing Dinah Shore's. Similarly, the Ludwig Von Drake version of Mickey and the Beanstalk was the version released in the Mini Classics. This version was then rereleased in 1993 as part of the Disney Favorite Stories collection. Later, it was made available as part of the Walt Disney Animation Collection: Classic Short Films line of DVDs in 2009.

The movie has been released on Blu-ray as part of a 2-Movie Collection with The Adventures of Ichabod and Mr. Toad on August 12, 2014 and includes The Reluctant Dragon. It is unknown, however, if Fun and Fancy Free will also receive an individual Blu-ray release like The Adventures of Ichabod and Mr. Toad.


The Disney Wiki has a collection of images and media related to Fun and Fancy Free.



  • The film's copyright was renewed on May 3, 1974.[1]
  • The scene where Edgar Bergen was comforting Mortimer Snerd when he was crying because of Willie's supposed death was seen on TV in Disney's 2007 film Enchanted.
  • Originally, Gideon and J. Worthington Foulfellow were set to make an appearance in the film segment of the film as con artists who sell Mickey the magic beans. However, since Walt Disney felt the scene was irrelevant, the scene was dropped. A deleted scene showed that Minnie, as a queen, gave Mickey the magic beans. Another uncovered storyboard revealed that Donald was originally going to have an encounter with Willie's cat, portrayed by an enormous version of Figaro from Pinocchio.[2]
  • Disney originally planned to adapt the Jack and the Beanstalk fairy tale once again for the Disney canon film, Gigantic. This means the fairy tale would have been the first tale Disney use more than once in the chain of Disney theatrical canons. It was ultimately cancelled in 2017 due to story problems.
  • The only time that Jiminy sings the theme song's reprise is on the Bongo segment released by itself. This happened on the Anthology TV show and Mini Classics releases.
  • Mickey's humongous sneezes, both when he is sprayed with pepper when hiding in Willie's sandwich and when accidentally opening Willie's snuff box, as well as his nervous line of "Gesundheit! Heh!" were re-used from Brave Little Tailor.
  • The song in the Bongo segment, "Say It With a Slap", has lyrics that are not used in children's movies today as one line, which uses the term "makin' love", is deemed too inappropriate for children.
    • However, back then, "making love" simply just referred to a public display of affection.
  • The frowning Charlie McCarthy dummy pretending to be a giant served as the inspiration for Jeff Dunham's dummy, Walter.
  • The two chatterbox chipmunks in the Bongo segment may or may not have served as the inspiration for Chip and Dale.
  • The animation for the applauding disembodied hands were reused from the "The Whale That Wanted to Sing at the Met" segment of Make Mine Music. Also, some of the thunderstorm animation was reused from the "Little April Shower" sequence of Bambi. The animation of the bulls frolicking during "My, What a Happy Day" is reused from Ferdinand the Bull.
  • When Goofy accidentally falls into a giant footprint, Mortimer Snerd wonders aloud who made it, to which Charlie McCarthy snidely remarks, "Well, it wasn't Cinderella." Cinderella was in production at the time of this film's release.
  • Some early non-English releases of the film use different instrumental scores of "I'm a Happy-Go-Lucky Fellow" for the opening and closing titles, instead of "Fun and Fancy Free", resulting in the middle reprise of the latter song being the only portion dubbed and left intact.


External links[]

v - e - d
Fun and fancy logo
Fun and Fancy FreeHouse of MouseDisney Infinity: 2.0 EditionVideo

Segments: BongoMickey and the Beanstalk

Disney Parks
Sir Mickey's
Mickey MouseDonald DuckGoofyJiminy CricketWillie the GiantGolden HarpBongoLulubelleLumpjaw
Happy ValleyWillie's castleBeanstalk
Fun and Fancy FreeI'm a Happy-Go-Lucky FellowLazy CountrysideToo Good to be TrueSay It With a SlapMy, What a Happy DayEat Until I DieFee-Fi-Fo-FumMy Favorite Dream

v - e - d
Walt Disney Animation Studios
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