Old King Cole throws party and invites all of the Mother Goose characters. He warns them that they must leave at midnight. Another collection of characters puts on a stage show. The Ten Little Indian Boys get everyone dancing along. The Hickory Dickory Dock mice announce midnight, and everyone leaves, back into their books.

• Walt Disney Productions
• Allan Watson
• Alberta Perkins
• Cora Hunter Parks
• Dorothy Compton
• Mary Moder
• Marcellite Garner