Huey, Dewey, and Louie go to visit Pinocchio at his secret clubhouse in a tree, but when he tells it's hidden because the witch seeks Pinocchio, the ducks decide to go away... but not before eating some cake. While Pinocchio explains the witch wants to test a gold-turning brew on him, the witch finds the clubhouse and magically takes it, dropping the ducks away. They decide to run until they see their cowardly "lemon-like" reflection in the river and Dewey asks "Are we men or mice?" to which Louie says "We're ducks" and Huey adds "scared ducks".
Huey, Dewey, and Louie decide to go to the witch's house to save Pinocchio, but they arrive to see the witch dropping him in the brew and turning him into gold. They tie the witch's ankle when she's distracted and treathen her with the same brew unles she tells them how to turn Pinocchio back to normal. The witch tells them to use a magic dust from the table and say "Zis, bum, ba". The magic dust actually turns the ducks into apples, but luckily Louie was exploring the house and was unaffected. He throws the witch in her own brew and then finds that to turn someone back to normal, you must use a feather and say "Abba kadabba". Louie uses one of his own feathers to do so and turns his brothers back to normal. Then they use the same spell on Pinocchio and it works, and tie the witch before doing the same for them. Pinocchio leaves her some mining tools to find gold working.
Pinocchio and the ducks run away before the witch gets loose, but briefly stop at the river to see they don't look like lemons anymore.