In the episode, Mickey tries to prove that Von Drake doesn't know everything. Unfortunately, he passes each test with flying colors. Mickey tries to think of one last test when Daisy Duck's reservation program on her computer glitches and now she doesn't know where anybody sits, which frustrates Jafar and Iago who came in late. Mickey suddenly gets the idea of asking Ludwig this question, getting this song in response.
Afterwards Ludwig Von Drake asks Mickey for his payment on their bet that he does know everything (which was one penny), but the mouse triumphantly points out that he forgot one guest - himself.
Where does everyone sit? Let me see... Hmm...
We got Dumbo to the left, and we got Bambi to the right,
then Cinderella, and Cruella, and Prince Charming and Snow White
Genie's next to Jasmine and Aladdin and his lamp,
along with Peter Pan and Tinker Bell and Lady and the Tramp
Here's Lumière the candlestick, and Cogsworth, he's the clock,
There's Bashful, Grumpy, Sleepy, Happy, Sneezy, Dopey, Doc
Table Nine has Ichabod, by Mowgli and Baloo,
The Headless Horseman's Table Seven, and his head's at Table Two
Over here is Sleeping Beauty. Ooh, someone wake her up!
From Beauty and the Beast, we got the teapot and the cup
Timon and Pumbaa, Little Mermaid, and the sea witch in her shell,
Quasimodo's next to Esmeralda, Beast is next to Belle
Captain Hook, now here's where he goes, here's where Mr. Smee goes
Tweedle Dum and Tweedle Dee goes right behind the three amigos
Pocahontas, that's where she goes, by Roy Disney, that's where he goes,
'Cause movie stars have egos and you gotta treat 'em right!
Mad Hatter's next to Alice, Queen of Hearts and Cheshire Cat,
Johnny Appleseed and Mr. Toad and Casey and his bat
Jiminy Cricket and Geppetto and Pinocchio, little elf!
And Monstro in the corner gets a table to himself
We got Hercules, Philoctetes, and Hades next to him,
King Arthur's next to Merlin and Sir Kay's by Madam Mim
There's Simba by Mufasa and Rafiki next to Scar,
Three Little Pigs, the Big Bad Wolf, Iago and Jafar
Robin Hood, Prince John, Cri-Kee, Mushu, and Mulan
Here's LeFou and there's Gaston, then there's Kaa and here's Shere Khan
And the crazy Aracuan, and here's Ranger Audubon,
we got Wendy, Michael, John, I could just go on and on!
Pink Elephants, Br'er Rabbit, and Br'er Fox and Br'er Bear
Here's a hundred cute dalmatians-Whoop! They need another chair!
Paul Bunyan, Chip and Dale, and then there's Kanga and there's Roo...
Right next to Tigger and to Piglet and to Winnie - He's the Pooh.
- Roy Disney makes a cameo in the song.
- Besides himself, Von Drake actually missed several other characters who appeared in the episode: Megara, Kuzco, Maleficent, the Evil Queen, the Reluctant Dragon, the Sultan, Lady Tremaine, Drizella, Anastasia, and the Grand Duke. However, since none of them are even seen during the song, it is possible that they might have already left the club before the scene took place except Kuzco.
- Despite Lady Kluck, Timothy Q. Mouse, Thumper, Flower, the mice, Little John, Meeko, Flit, Grimsby, King Louie, and Babe having been seen during the song, they weren't mentioned by Von Drake at all.
- Mickey's answer that Von Drake forgot a guest is actually cheating, though that might be intentional; the question was "Where does everyone sit?", and Ludwig wasn't sitting at any point, but instead standing near Mickey.
- Altogether, Von Drake counted 201 different guests.