Fun and Fancy Free
Original theatrical release poster
Directed by
Story by
Based on
Produced byWalt Disney
Ben Sharpsteen
Edited byJack Bachom
Music by
Distributed byRKO Radio Pictures
Release date
  • September 27, 1947 (1947-09-27)
Running time
73 minutes
CountryUnited States
Box office$3.165 million (worldwide rentals)[1]

Fun and Fancy Free is a 1947 American animated musical fantasy anthology film produced by Walt Disney and Ben Sharpsteen and released on September 27, 1947 by RKO Radio Pictures. The film is a compilation of two stories: Bongo, narrated by Dinah Shore and loosely based on the short story "Little Bear Bongo" by Sinclair Lewis; and Mickey and the Beanstalk, narrated by Edgar Bergen and based on the "Jack and the Beanstalk" fairy tale. Though the film is primarily animated, it also uses live-action segments starring Edgar Bergen to join its two stories.


Jiminy Cricket first appears inside a large plant in a large house, exploring and singing "I'm a Happy-go-Lucky Fellow", until he happens to stumble upon a doll, a teddy bear, and a record player with some records, one of which is Bongo, a musical romance story narrated by actress Dinah Shore. Jiminy decides to set up the record player to play the story of Bongo.

The story follows the adventures of a circus bear named Bongo who longs for freedom in the wild. Bongo is raised in captivity and is praised for his performances, but is poorly treated once he is off stage. As such, while traveling on a circus train, his natural instincts (the call of the wild) urge him to break free. As soon as he escapes and enters a forest, a day passes before his idealistic assessment of his new living situation has been emotionally shattered, and he experiences some hard conditions.

The next morning, however, he meets a female bear named Lulubelle. The two bears immediately fall in love, until Bongo soon faces a romantic rival in the bush. An enormously-shaped rogue bear named Lumpjaw. Bongo fails to interpret Lulubelle slapping him as a sign of affection, and when she accidentally slaps Lumpjaw, he claims her for himself, forcing all other bears into a celebration for the happy new couple. Bongo comes to understand the meaning of slapping one another among wild bears and returns to challenge Lumpjaw. He manages to outwit Lumpjaw for much of their fight until the two fall into a treacherous river and go over the waterfall. While Lumpjaw is presumably swept away and never to be seen again, Bongo's hat saves him from falling down, and he finally claims Lulubelle as his mate.

After the story is over, Jimminy starts to walk out. But then he notices a birthday invitation to Luana Patten. A party is taking place in the house across the way with Charlie McCarthy, Mortimer Snerd and Edgar Bergen. Excited, he exits the house out a window and hops over to the house across the way. He quiettly and obliviously attends the party while Luana, Charlie, Mortimer and Edgar party together. Edgar decides to tell a story to entertain them.

In a parody of "Jack and the Beanstalk", a jovial countryside land called Happy Valley, kept alive at all times by a singing golden Harp, is suddenly plagued by a severe drought and falls into turmoil and depression after the instrument is stolen from the castle by a mysterious figure. After weeks pass, there are only peasants remaining, the story then looks into three of them: Mickey, Donald, and Goofy. The trio have but just one loaf of bread and a single solitary bean to eat to share, but Donald, driven insane by his hunger, attempts to make a sandwich out of plates and silverware, before trying to kill the trio's pet cow with an axe. Mickey decides to sell the cow for money to buy food.

Goofy and Donald are excited about eating more food again until Mickey comes back and reveals that he sold the cow in exchange for a container of beans that are said to be magical. Thinking that Mickey had been conned, an angry Donald throws the beans down a hole in the floor. However, it turns out that the beans are truly magical as later that night, a gigantic beanstalk grows, taking the house with it.

The next morning, Mickey, Donald, and Goofy soon find themselves at the top of the beanstalk and in a magical kingdom of enormous scope, where they appear to be tiny compared to their surroundings. They eventually make their way to a huge castle, where they help themselves to a sumptuous feast. There, they stumble across the harp locked inside a small box, and she explains that she was kidnapped by a "wicked" giant. Immediately after, a giant named Willie enters, grunting angrily while simultaneously breaking into a happy song while demonstrating his powers of flight, invisibility, and shapeshifting.

As Willie prepares to eat lunch, he catches Mickey hiding in his sandwich after Mickey sneezes when Willie pours some chilli pepper onto the sandwich. Mickey then plays palm reader and gains the giant's trust. Willie offers to show off his powers, and Mickey, spotting a nearby fly-swatter, requests that he change himself into a fly. However, Willie suggests turning into a pink bunny instead, and as he does, he sees Mickey, Donald, and Goofy with the fly-swatter. Angered, Willie captures Donald and Goofy and locks them in the harp's chest.

Mickey is at a loss, but with the help of the musical harp, who begins singing Willie to sleep, he frees his friends and they make a break for it with the harp. However, Willie wakes up from his sleep and spots them, giving chase all the way to the beanstalk. Mickey stalls him long enough for Donald and Goofy to reach the bottom as they begin to saw down the beanstalk. Mickey arrives just in time to help his friends finish the job, and the giant, who was climbing down, falls to his supposed death.

Back at Edgar Bergen's home, he finishes his story, saying that with the return of the harp, Happy Valley returned to prosperity. He then cheers up Mortimer, who was mourning Willie's death. Just as Edgar says that Willie is a fictional character, the giant appears, having survived the fall, tearing the roof off Bergen's house. Willie inquires about Mickey's whereabouts, but Edgar faints in shock while Mortimer tells Willie goodnight. The movie then ends with Jiminy leaving the house and Willie stalking through Hollywood, searching for Mickey.


Production of the film

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, Max Fleischer's Popeye and Warner Bros.' Porky Pig. To boost his popularity, Disney and his artists created cartoons such as "Brave Little Tailor" and "The Sorcerer's Apprentice", the latter of which was later included in Fantasia (1940). 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 and with Donald Duck and Goofy as supporting characters. When they pitched it to Disney, he "burst out laughing with tears rolling down his cheeks with joy", as Cottrell and Hee later recalled. Disney enjoyed the pitch so much he invited other employees to listen to it. However, he said that, as much as he enjoyed the pitch of the film, the film itself would never go into production, because, as Disney claimed, they "murdered [his] characters".[2] However, Cottrell and Hee were able to talk Disney into giving it the green-light and story development as The Legend of Happy Valley, which began production on May 2, 1940.[3]

The original treatment was more-or-less the same as what became 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".[3] 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 cut when the story was trimmed for Fun and Fancy Free and the film does not explain how Mickey got the beans.[3]

Shortly after the rough animation on Dumbo was complete in May 1941, The Legend of Happy Valley went into production, using many of the same animation crew, although RKO doubted it would be a success.[4] 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 caused serious debts so Disney put The Legend of Happy Valley on hold.[5]

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 sequel to Dumbo and some of the cast from the 1941 film would appear as supporting characters;[3] however, the idea never fully materialized. In earlier drafts, Bongo had a chimpanzee as a friend and partner in his circus act. She was first called "Beverly" then "Chimpy", but the character was ultimately dropped when condensing the story.[3] Bongo and Chimpy also encountered two mischievous bear cubs who were dropped.[3] Originally, the designs for the characters were more realistic, but when paired for Fun and Fancy Free the designs were simplified and drawn more cartoony.[3] The script was nearly completed by December 8, 1941, the day after the attack on Pearl Harbor.[3]

On that same day, the United States military took control of the studio and commissioned Walt Disney Productions to produce instructional and war propaganda films in which pre-production work on Bongo and early versions of Alice in Wonderland and Peter Pan were shelved.[6] During and after the war, Disney stopped producing single narrative feature films due to costs and decided to make package films consisting of animated shorts to make feature films. He did this during the war on Saludos Amigos and The Three Caballeros and continued after the war until he had enough money to make a single narrative feature again.

Disney felt that 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 Disney animated feature film, the artists decided to include the story in a package film.[5] Throughout the 1940s, Disney had suggested to pair Mickey and the Beanstalk with The Wind in the Willows (which was in production around this time) into a package film tentatively titled Two Fabulous Characters.[7] Ultimately, Mickey and the Beanstalk was cut from Two Fabulous Characters and paired with Bongo instead. By late 1947, Wind in the Willows was paired with The Legend of Sleepy Hollow and re-titled The Adventures of Ichabod and Mr Toad.[8]

Disney had provided the voice for Mickey Mouse since his debut in 1928, and Fun and Fancy Free was the last time he would voice the role regularly, as he no longer had the time or energy to do so. Disney recorded most of Mickey's dialogue in the spring and summer of 1941. Sound effects artist Jimmy MacDonald would become the character's new voice actor, starting in 1948.[9] Disney, however, did reprise the role for the introduction to the original 1955–59 run of The Mickey Mouse Club.[10]

Celebrities Edgar Bergen and Dinah Shore introduced the segments in order to appeal to a mass audience. Jiminy Cricket from Pinocchio sings "I'm a Happy-Go-Lucky Fellow", a song written for and cut from Pinocchio before its release.[3]


Critical reception

Bosley Crowther of The New York Times favorably stated that "Within the familiar framework of the Walt Disney story-cartoon, that magical gentleman and his associates have knocked out a gay and colorful show—nothing brave and inspired but just plain happy...And while the emphasis is more on the first part than on the second part of that compound, it's okay."[11] John McCarten of The New Yorker wrote critically of the film, stating that "Walt Disney, who seems to have been aiming for mediocrity in his recent productions, has not even hit his mark" with this film.[12] Time was similarly critical of the film, stating that "In spite of the Disney technical skill, it has never been a very good idea to mix cartoons and live actors. With genial showmanship, Mr. Bergen & Co. barely manage to save their part of the show. Most of the Bongo section is just middle-grade Disney, not notably inspired. And once Mickey & friends get involved with Willie, the whole picture peters out and becomes as oddly off-balance and inconsequential as its title."[13] Variety called it a "dull and tiresome film", remarking that "all the technical work and all the names in the world can't compensate for [a] lack of imagination."[14]

Barbara Shulgasser-Parker of Common Sense Media gave the film three out of five stars, praising the hand-drawn, frame-by-frame animation of the film, and citing it as an example of "the Disney accomplishment and finesse." She recommended the film to children who can handle peril and cartoon violence.[15] TV Guide gave the film three out of five stars, claiming that the Bongo portion of the film is "maudlin and overlong", but that the Mickey and the Beanstalk portion is "highly amusing", praising character actor Billy Gilbert's characterization of Willie, the animation in the film, the live-action footage with Edgar Bergen and his dummies, and Cliff "Ukulele Ike" Edwards's performance as the voice of Jiminy. They noted that the film "is a relatively minor work in the Disney oeuvre", but "still quite entertaining".[16]

Dustin Putman[who?] reviewed the film with 2½ stars out of 4, stating that "'Bongo' is frequently delightful, but with one caveat: it is glaringly antiquated in its views of romance and gender roles. The parting message—that a couple should say they love each other with a slap—is bizarrely funny for all the wrong reasons." They also described Mickey and the Beanstalk as "an amiable but forgettable telling of 'Jack and the Beanstalk.'"[17] Review aggregator website Rotten Tomatoes reported that 67% of critics gave the film positive reviews based on nine reviews with an average rating of 5.4/10. Its consensus states that "Though it doesn't quite live up to its title, Fun and Fancy Free has its moments, and it's a rare opportunity to see Mickey, Donald, and Goofy together."[18]


By the end of its theatrical run, the film had grossed $3,165,000 in worldwide rentals with $2,040,000 being generated in the United States and Canada.[1]

Songs featured in the film


1."Fun and Fancy Free"Bennie Benjamin & George David WeissCliff Edwards & The Starlighters 
2."I'm a Happy-Go-Lucky Fellow"Ned Washington & Eliot DanielCliff Edwards 
3."Lazy Countryside"Bobby WorthDinah Shore & the Dinning Sisters 
4."Too Good to Be True"Buddy Kaye & Eliot DanielDinah Shore 
5."Say It with a Slap"Buddy Kaye & Eliot DanielDinah Shore & The King's Men 
6."Too Good To Be True (Reprise)"Buddy Kaye & Eliot DanielDinah Shore 

Mickey and the Beanstalk

1."My, What a Happy Day"Bill Walsh & Ray NobleAnita Gordon & The King's Men 
2."Eat Until I Die" Pinto Colvig & Clarence Nash 
3."Fee-Fi-Fo-Fum"Paul J. SmithBilly Gilbert 
4."My Favorite Dream"Bill Walsh & Ray NobleAnita Gordon 
5."Fun and Fancy Free (Reprise)"Bennie Benjamin & George David WeissCliff Edwards & The Starlighters 


Home media

Fun and Fancy Free was first released on VHS in the United States by Walt Disney Home Video in 1982 for its 35th anniversary.[19] It was re-released on VHS and LaserDisc in the United States and Canada on July 15, 1997, in a fully restored 50th anniversary limited edition as part of the Walt Disney Masterpiece Collection. The film was re-released on VHS and made its DVD debut on June 20, 2000 as part of the Walt Disney Gold Classic Collection.[20] The film was released in a 2-Movie collection Blu-ray with The Adventures of Ichabod and Mr. Toad on August 12, 2014.[21]

Availability of the shorts as separate features

Although the two shorts were not 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.


Bongo aired as an individual episode on a 1955 episode of the Walt Disney anthology series with new introductory segments, which used Jiminy Cricket's narration and singing in lieu of Dinah Shore's. The short was released separately in 1989 in the Walt Disney Mini-Classics VHS line.

Mickey and the Beanstalk

The short aired as an individual episode on the Walt Disney anthology series twice with new introductory segments, first in 1955, with Sterling Holloway replacing Edgar Bergen as the narrator after being introduced by Walt Disney. Holloway's narration was released as a stand-alone short in such venues as the 1980s television series Good Morning, Mickey!. This version also frequently aired alongside Dumbo during the 1980s. A brief clip of this version was one of many featured in Donald Duck's 50th Birthday.

Mickey and the Beanstalk aired as a short film on a 1963 episode of the Walt Disney anthology series with new introductory segments featuring Ludwig Von Drake (voiced by Paul Frees). Von Drake replaces Edgar Bergen as the narrator in the 1963 version, for which he has a Bootle-Beetle companion named Herman (replacing the sassy comments of Edgar Bergen's ventriloquist dummy Charlie McCarthy). In the short film version of the feature, Ludwig Von Drake reads a book about fairy tales in which he shows four pictures and clips from a few of Disney's most well-known animated features, including the Evil Queen transforming herself into an old hag in Snow White and the Seven Dwarfs (1937) and Maleficent transforming herself into a dragon in Sleeping Beauty (1959). The Ludwig Von Drake version of Mickey and the Beanstalk was released separately in 1988 in the Walt Disney Mini-Classics line. This version was then re-released, in 1994, as part of the Disney Favorite Stories collection. The Ludwig Von Drake version of the feature is available as part of the Disney Animation Collection (Volume 1).

A third version of Mickey and the Beanstalk was featured on the Disney television show "The Mouse Factory", which aired from 1972 to 1974. This version starred Shari Lewis and Lamb Chop.

In 2004, the theatrical version of Mickey and the Beanstalk (with Edgar Bergen's narration) was released as a bonus feature on the Walt Disney Treasures set Mickey Mouse in Living Color, Volume Two.

Directing animators

See also


  1. ^ a b Sedgwick, John (1994). "Richard B. Jewell's RKO Film Grosses, 1929–51: The C. J. Trevlin Ledger: A comment". Historical Journal of Film, Radio and Television. 14 (1): 51–8. doi:10.1080/01439689400260041.
  2. ^ Gabler 2006, pp. 425–26.
  3. ^ a b c d e f g h i The Story Behind Fun and Fancy Free (VHS) (Bonus feature). Walt Disney Home Video. 1997. Archived from the original on 2021-12-12 – via YouTube.
  4. ^ Barrier 1999, pp. 280, 309.
  5. ^ a b Barrier 1999, p. 309.
  6. ^ Thomas, Bob (1994). Walt Disney: An American Original (2nd ed.). Disney Editions. pp. 175–77. ISBN 978-0-786-86027-2.
  7. ^ Barrier 1999, p. 394.
  8. ^ Gabler 2006, p. 458.
  9. ^ Gabler 2006, p. 426.
  10. ^ "Color Titles from 'The Mickey Mouse Club'" (DVD). Walt Disney Treasures: Mickey Mouse in Living Color, Volume 2. Walt Disney Video. 2005.
  11. ^ Crowther, Bosley (September 29, 1947). "'Fun and Fancy Free,' a Disney Cartoon, With Bongo, Escaped Circus Bear, Provides Gay and Colorful Show at Globe". The New York Times. Retrieved March 28, 2018.
  12. ^ McCarten, John (October 4, 1947). "The Current Cinema". The New Yorker. p. 85. ISSN 0028-792X.
  13. ^ "The New Pictures". Time. October 20, 1947. p. 103. ISSN 0040-781X. Retrieved April 8, 2018.
  14. ^ "Film Reviews: Fun and Fancy Free". Variety. August 20, 1947. p. 16. Retrieved July 15, 2021 – via Internet Archive.
  15. ^ Barbara Shulgasser-Parker (29 June 2017). "Fun and Fancy Free". Common Sense Media. Retrieved November 12, 2017.
  16. ^ "Fun And Fancy Free". TV Guide. Retrieved November 12, 2017.
  17. ^ Dustin Putman. "The Adventures of Ichabod and Mr. Toad/ Fun & Fancy Free (1949/1947)". Retrieved November 14, 2017.
  18. ^ "Fun and Fancy Free (1947)". Rotten Tomatoes. Fandango. Retrieved October 6, 2021. Edit this at Wikidata
  19. ^ Thomas S. Hischak (2018). "Fun and Fancy Free". 100 Greatest American and British Animated Films. Rowman & Littlefield. p. 119. ISBN 9781538105696. The VHS version came out in 1982
  20. ^ "Walt Disney Home Video Debuts the "Gold Classic Collection"". The Laughing Place. Retrieved March 28, 2018.
  21. ^ "The Adventures of Ichabod and Mr. Toad / Fun and Fancy Free Blu-ray 2-Movie Collection / Blu-ray + DVD". Retrieved August 25, 2017.


Further reading