Pluto is walking around the club, when he passes Geppetto's table. Figaro becomes curious about Pluto, and follows him. Pluto soon sees his rival and chases after him, accidentally scaring off O'Malley and the Alley cats. Minnie scolds Pluto for this. Feeling dejected, Pluto removes his headphones and goes outside to the club's dump when he sees Pete buying some
Poisoned Sleeping Apples from the Witch. Overhearing Pete's plan to use the Sleeping Apples to put the crew to sleep, Pluto tries to go back in to alert the crew, but is caught by Pete and shipped to Katmandu.
Pete enacts his plan, first by leaving Sleeping Apples for Mickey and Minnie, disguised as gifts from each other. Then, disguising himself as Snow White, he tricks Donald and Daisy into eating apple pie laced with the Sleeping Apples, and then force-feeds one to Goofy (who is the only one not fooled by the disguise because the real Snow White is sitting nearby with the dwarfs). Meanwhile, Pluto makes it back from Katmandu and sneaks back inside the club just as Pete is gloating over having put the whole crew to sleep. Pluto rams Pete from behind and locks him in the backstage elevator.
Thanks to some accidental reminders from Pete, Pluto keeps the show going by running one of his cartoons and then having Dodger and the pet shop dogs perform "Everybody Wants to Be a Woof". However, Pete remains confident that his plan to shut the club down will succeed since the crew is still asleep, but then the real Snow White comes in, having heard that someone was disguised as her, and tells Pluto that he needs to kiss the crew to wake them up. He does so, and after Snow White tells the revived crew members that Pluto saved the day, Pluto is given his job back and also told that Pete is the one cat he and his fellow dogs can chase out of the club.
- Wayne Allwine - Mickey Mouse
- Tony Anselmo - Donald Duck
- Robby Benson - Beast
- Susanne Blakeslee - Cruella De Vil
- Corey Burton - Grumpy
- Louise Chamis - Witch
- Bill Farmer - Goofy, Pluto
- Carolyn Gardner - Snow White
- Eric Idle - Pluto Angel
- Penn Jillette - Pluto Devil
- Tress MacNeille - Daisy Duck
- Jerry Orbach - Lumiere
- Rod Roddy - Mike
- Russi Taylor - Minnie Mouse
- Frank Welker - Figaro, Dodger, Dogs, Louie the Mountain Lion, Mr. Pettibone
- Jim Cummings - Pete (uncredited)