The film begins with a nursery book that opens by itself. In a parody of Leo the Lion (MGM) logo Mother Goose roars like a lion. Underneath the goose is written, in Pig Latin, "Nertz to You". The opening disclaimer states that "any resemblance to characters herein portrayed to persons living or dead, is purely coincidental". Little Bo Peep (Katharine Hepburn) claims she "lost her sheep, really I have". After performing a few ballet steps she looks behind the next page of the book, which is turned around.
The next scene shows Old King Cole (Hugh Herbert) excited when his fiddlers arrive: (The Marx Brothers). The trio starts playing their violins, but then break them over their knees. The king enjoys this very much, but his court jester (Ned Sparks) obviously doesn't. The king commands "off with their heads". Then Joe Penner brings the king a bowl and, in reference to his famous catch phrase, asks him if he "wants to buy a duck?" Donald Duck appears out of the water in the bowl and starts laughing with Penner's joke. The king then closes the bowl, much to the chagrin of Donald.
On the following page the nursery rhyme Rub-a-dub-dub is portrayed with Charles Laughton (as Captain Bligh), Spencer Tracy (as Manuel Fidello from Captains Courageous) and Freddie Bartholomew (who also appeared in Captains Courageous). Bartholomew falls overboard, but Tracy pulls him back aboard. Then Katharine Hepburn passes by on a outboard motor still looking for her sheep. The tub overturns when the trio tries to hitch a ride with Hepburn.
W.C. Fields plays Humpty Dumpty. He inspects a bird's nest with the words, "My Little Chickadee", but discovers Charlie McCarthy sitting in it. Charlie insults Fields who tries to attack him, but then falls off the wall onto a mushroom which then resembles an egg cup.
Simple Simon (Stan Laurel) is seen fishing with a fish on his hook and catching worms instead of the other way around. The Pieman (Oliver Hardy) is busy tending a pile of his pies on a wagon. Laurel refuses an offered pie, and picks one from the middle of the pile, which scares Hardy, fearing the pile will collapse. Nothing happens, however and a reassured Hardy tries to do the same. When the pile collapses and one of the pies lands on his head, he looks angrily at Laurel. Laurel swallows his pie in one piece and then snickers at Hardy. Hardy throws one of his pies at Laurel, who ducks his head inside his shirt, and the pie lands in the face of Katharine Hepburn. The pie transforms her face into a blackface and she starts speaking in African-American slang.
See Saw Margery Daw is performed by Edward G. Robinson and Greta Garbo on a seesaw. Garbo says: "I want so much to be alone", to which Robinson replies: "O.K., babe, you asked for it!" He leaves and Garbo falls off the see saw.
Little Jack Horner (Eddie Cantor) opens the next scene, a big musical sequence. He sings "Sing a Song of Sixpence" and when he mentions the line, "twenty black birds baking a pie" several Afro-American jazz and swing musicians stick their heads out of a large pie. One of them is Cab Calloway (singing "Hi-de-Ho!") who invites Little Boy Blue (Wallace Beery) to blow his horn. When this takes some time, Fats Waller asks: "Where's that boy?", to which Stepin Fetchit replies: "What boy?" Beery finally wakes up and blows his horn until he's out of breath.
The book pops open to reveal a big shoe (a reference to There was an Old Woman Who Lived in a Shoe) and all the characters start singing, dancing and playing instruments. The camera zooms in on three trumpet playing ladies (Edna May Oliver, Joan Blondell (some sources claim the middle woman is Mae West or Sophie Tucker) and ZaSu Pitts), a flute player (Clark Gable) and a saxophonist (George Arliss). Oliver Hardy plays trombone and Stan Laurel clarinet, whose repeated notes annoy Hardy so much he hits Laurel over the head with a hammer. Laurel's clarinet then sounds like a bass clarinet.
Fats Waller plays piano until Groucho and Chico start playing with him. He sends them away, but discovers that his piano now plays by himself. When he looks inside, Harpo is seen plucking the strings. He exclaims: "The man's crazy!" Fred Astaire tap dances and invites Stepin Fetchit to dance along with him. Fetchit tries to encourage his feet, but he is too lazy, and his feet release steam from the effort. Cab Calloway is much more excited and energetic and sings and dances along with his band. W.C. Fields plays double bass with Charlie McCarthy sitting on the instrument. Charles Laughton declares the music to be "It's mutiny, but I love it!" Martha Raye and Joe E. Brown are seen dancing and laughing so loud that their mouths are opened wide. When Raye kisses Joe E. Brown (leaving a large lipstick smear), his mouth opens so wide that the camera tracks inside. There, Katharine Hepburn is still looking for her sheep.
- The cartoon was nominated for an Academy Award for Best Animated Short, but lost to another Disney cartoon short, Ferdinand the Bull.
- Katharine Hepburn's type of speech, which pronounces the word "really" as "rally", has been spoofed in other 1930s and 1940s era cartoons, including Red in Tex Avery's Red Hot Riding Hood; it stems from her first Oscar winning performance in the 1933 film Morning Glory.
- Donald Duck makes his second and final appearance in a Silly Symphonies cartoon. (The first one was his debut in The Wise Little Hen; not counting cameos in Cock o' the Walk or Toby Tortoise Returns).
- Charles Laughton's role as the captain references his starring role as Captain Bligh in Mutiny on the Bounty.
- Spencer Tracy appears as Manuel Fidello, in his Oscar Award-winning role in Captains Courageous.
- When Hepburn sails by on sea she quotes the poem The Rime of the Ancient Mariner.
- W. C. Fields' role as Humpty Dumpty references him playing the same part in the 1933 film Alice in Wonderland.
- W. C. Fields' line, "my little Chickadee", is a reference to a line associated with him, which was later used as the title of one of his famous films two years later.
- W. C. Fields was often ridiculed by Charlie McCarthy on the NBC-Red Chase and Sanborn Hour.
- Oliver Hardy whistles the Laurel and Hardy Signature Tune, the famous theme music of the Laurel and Hardy movies.
- Laurel and Hardy's pie fight is a reference to similar scenes in their films.
- Greta Garbo's famous quote: "I want to be alone" is a reference to her role in Grand Hotel.
- The joke where someone hits a clarinet player on the head with a hammer, causing his clarinet to sound like a bassoon, had also been used in another Disney cartoon: The Band Concert.
- When Chico Marx plays Waller's piano he points his hand like a pistol, in reference to his famous piano playing style.
- Cab Calloway sings "Hi-de-hoo" and "Zah-zu-zah-zu-zah", references to his songs "Keep that Hi-de-hoo in your soul" and "Zah-zu-zah".
- Martha Raye and Joe E. Brown are dancing together, because they were both famous for their big mouths.
- An official Disney page claims Rudy Vallee is also caricatured in this cartoon.
- Katharine Hepburn appears in the same scene as Spencer Tracy even though they had never met or worked together before. After 1942, they made ten movies together and secretly had an affair for 25 years.
Since the 1960s this cartoon has not been broadcast very often on television, due to the stereotypical depictions of African Americans in some scenes. Sometimes it has been broadcast minus the scenes with African Americans. Only a few scenes, however, can be considered racially offensive. First of all, Hepburn being hit in the face with a pie, which makes her resemble a black face singer speaking in stereotypical African American slang. Secondly, the comparison between blackbirds and African-Americans by Cantor, and thirdly the caricature of Stepin Fetchit, whose lazy, dimwitted behavior may offend contemporary viewers who might not know the actor and his typical movie roles.
As animation critic Charles Solomon noted in his book: "Enchanted Drawings: History of Animation", the caricatures of Fats Waller and Cab Calloway don't poke fun at their race and are treated just as good or bad like the other caricatured celebrities spoofed in this cartoon.
- Donald Duck
- Various caricatures of celebrities as Mother Goose characters
- Dave Barry - Groucho Marx, Eddie Cantor, Spencer Tracy, Hugh Herbert, Ned Sparks, Joe Penner, Charlie McCarthy, Edward G. Robinson, Joe E. Brown
- Sara Berner - Katharine Hepburn, Martha Raye, Greta Garbo
- Al Bernie - Charles Laughton, Stan Laurel, Oliver Hardy, W.C. Fields
- Thelma Boardman - Freddie Bartholomew
- Clarence Nash - Donald Duck
- Danny Webb - Fats Waller, Stepin Fetchit
- Donald's Quack Attack, episode #52
- The New Mickey Mouse Club, episode D-053, March 29, 1978
- 50 Classic Cartoons Volume 6
- The Spirit of Mother Goose
- Walt Disney Treasures: More Silly Symphonies