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Released in 1947, Fun and Fancy Free is the ninth film in the Disney Animated Canon.

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:

The shorts are tied together with a framing story starring Jiminy Cricket from Pinocchio, 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.

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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.


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The movie provides examples of:

  • 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 What Have I Done?
  • 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 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 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.
  • 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, the other bears and his beloved accept him.
  • 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.
  • Alas, Poor Villain: In-universe; Mortimer is rather sad over Willie's Disney Villain Death by Mickey and the Beanstalk's end and has to be reassured 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).
  • Alliterative Title: Fun and Fancy Free
  • Anachronism Stew: Mickey and the Beanstalk takes place in a medieval setting, but Donald apparently knows what a machine gun is.
    • Right before imitating a machine gun, he refers to the dragonflies he's pretending to shoot at as "bombers."
  • Animate Inanimate Object: The Golden Harp is one.
  • Attack of the 50-Foot Whatever: Played straight with Willie the Giant when he invades Happy Valley and steals the harp.
  • 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.
  • 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.
  • Bare-Handed Puppetry: Bergen entertains the guests by making his hand into an old woman puppet.
  • 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: Inverted with Bongo, Lulubelle, and the gang of friendly bears that live in the forest. Played straight with the huge, monstrous bear, Lumpjaw.
  • Beary Friendly: Bongo, Lulubelle, 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.
  • 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.
  • The Cameo: Cleo, Jiminy's fishy co-star from Pinocchio, appears in the prologue.
  • Carry a Big Stick: Willie has a morning star on hand in his introduction, though he magically turns it into a beach ball to play with. Once he sees Mickey and company escaping with the Harp, Willie tries to crush them to death with the morning star.
  • 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).
  • Cute and Psycho: Donald.
  • 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.
  • Deadly Dodging: Bongo pulls this off while fighting Lumpjaw.
  • 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.
  • Despair Event Horizon: Donald's breakdown of 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.
  • 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.
  • 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.
  • "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: Willy the giant has red hair and is the antagonist of the Mickey and the Beanstalk segment.
  • Exactly What It Says on the Tin:
    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.
  • 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.
  • 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").
  • Gentle Giant: Exaggerated with Willie the Giant, who steals Happy Valley's golden harp, and he has the mind of a mischievous playful child in a giant's body. Subverted in the story's climax however, when he goes into Unstoppable Rage mode and tries to crush Mickey with a giant morningstar.
  • 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.
  • Have a Gay Old Time: "All the world is gay".
  • 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, where Jiminy first appeared).
  • 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.
  • 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 / Big "SHUT UP!": In Mickey and the Beanstalk:
    Edgar Bergen: But Donald doesn't give in, Donald doesn't give up—
    Donald: SHUT UP! I CAN'T STAND IT!
  • 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.
  • 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.
  • Let's Get Dangerous!: When Bongo stops running in fear and starts putting his circus skills to work.
  • Love at First Sight: When Bongo's eye catches Lulubelle standing in the water.
  • The Love Slap of Epiphany: The Bongo story. There was even a song about it, part of which goes like this:
    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
  • Magical Incantation: Willie's "magic wordies" just happen to be "Fe-fi-fo-fum, he-hi-ho-hum, I'm the most amazing guy-tee-tie-tee-tie-tee-tie..."
  • Manchild: Willie the Giant.
  • 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's approach to Bongo.
  • 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.
  • 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.
  • 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?"
  • Recycled Animation: 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.
  • Red Eyes, Take Warning: Willie's blue eyes flash red when he awakens from his sleep to discover Mickey and company making off with the harp.
    • Two times during Donald's breakdowns.
  • 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.
    • 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.
  • 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...
  • 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 Willy, 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: Wolf Howling
    • 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."
  • Tied Together Shoe Lace 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.
  • 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.
  • 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.
  • 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.
  • 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.

 
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Alternative Title(s): Mickey And The Beanstalk, Bongo

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Fun and Fancy Free

Mickey very nearly talks Willie the Giant into turning into a housefly; unfortunately, Willie insists on changing into a pink bunny instead, upon which he notices Mickey, Donald, and Goofy going for the giant flyswatter.

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