A living puppet, with the help of a cricket as his conscience, must prove himself worthy to become a real boy. Inventor Gepetto creates a wooden marionette called Pinocchio. His wish that Pinocchio be a real boy is unexpectedly granted by a fairy. The fairy assigns Jiminy Cricket to act as Pinocchio's "conscience" and keep him out of trouble. Jiminy is not too successful in this endeavor and most of the film is spent with Pinocchio deep in trouble.

A collection of animated interpretations of great works of Western classical music. Disney animators set pictures to Western classical music as Leopold Stokowski conducts the Philadelphia Orchestra. "The Sorcerer's Apprentice" features Mickey Mouse as an aspiring magician who oversteps his limits. "The Rite of Spring" tells the story of evolution, from single-celled animals to the death of the dinosaurs. "Dance of the Hours" is a comic ballet performed by ostriches, hippos, elephants, and alligators. "Night on Bald Mountain" and "Ave Maria" set the forces of darkness and light against each other as a devilish revel is interrupted by the coming of a new day.