In 16th century England, the good King is very ill and becomes bedridden. His Captain of the Guard, Pete, uses this to his advantage of robbing and being cruel to the people in the King's name. On a cold winter's day, Mickey Mouse, Goofy and Pluto try selling what they have for food, Mickey selling firewood and Goofy selling snow cones. They dream of being warm and someday living in the palace. Meanwhile in the palace, the Prince (who looks exactly like Mickey) is doing his studies with his adviser, Horace Horsecollar and his valet, Donald Duck. He is bored and looks longingly out of his window seeing all the people and wishing he was with them. A while before, the King's guards came in their stagecoach, while hauling off the food they stole from the townspeople. Then a string of sausages drooped out of the stagecoach and Pluto ran after them. Mickey tried to stop him, but the palace gates had already closed. He asked the guard if he could come in to look for his dog, and the guard let him do so, thinking he was the Prince. Then Pete caught him and tried to poke him with his sword, but the Prince saw this and wanted Mickey brought to him at once because "even the lowliest subjects of this Kingdom deserve respect" as he had quoted.
Inside the palace, Mickey is amazed at its splendour, but he accidentally slips on the shiny floor and crashes into some suits of armour. Just then, the Prince arrives and gets caught in the falling armour. Both remove their helmets and are amazed at the sight of each other. The Prince tells Mickey that his life is so boring with his constant lessons and banquets and envies the Pauper for his freedom. He then decides to switch places with him to see what life is like outside the palace. Mickey is hesitant to do so, but the Prince explains to him that everything would be fine. As the Prince reaches the palace gates, he is handled roughly by Pete, who doesn't believe that he's the Prince and then catapulted out. Pluto and Goofy find him afterwards, but Pluto turns his back on him, knowing he is not Mickey. Goofy, however, is convinced and doesn't understand why the Prince is avoiding him or acting like he doesn't know him. In the palace, Mickey is shown a long list of his royal duties.
Both the Prince and the Pauper are not having much success with their lives and cause disaster everywhere they go. As the Prince is walking through the town, he sees the Weasel Guards stealing a chicken from Clarabelle, so he commands them to stop, but they just laugh and continue robbing the people. From this he finds out how the people are being treated in the King's name. Suddenly, the Prince sees a cart being pulled full of food and after showing the royal ring, demands the driver to hand over what's inside. The Weasels then come to arrest the Prince, but he's saved by Goofy and they ride away into the distance. Later in Pete's tower, one of the Weasel guards tells his captain about what has happened and Pete realises that it was the Prince he threw out of the castle and therefore knows how the people are being treated, so he begins making plans to get rid of him.
In the palace, Horace appears to Mickey saying that "his father" wishes to see him in his last few hours. He then takes him to the king, who's gravely ill. Mickey enters the room of the dying king, and Horace closes the door, then the dying king tells Mickey that he must become king and rule the land justly and wisely, he sadly promises. Shortly afterwards the King dies. Mickey leaves the room and decides to go and find the Prince, but Pete sneaks up behind him and threatens him to be crowned King at his orders, or he would kill Pluto whom he had taken earlier as a hostage. In the town the bells ring out that the King has died, the Prince is deeply sad and knows that he must now be the new King and put right what Captain Pete has done. Goofy sees his ring and offers his full-most support. As they are about to leave, Pete and some guards burst in and capture the Prince and lock him in the dungeon along with Donald, while the coronation begins. Mickey tries his hardest not to be crowned, but Pete is behind the curtain strangling Pluto. Meanwhile, the Prince and Donald are rescued by Goofy who is disguised as an executioner, and together, they take out most of the guards and rush to the Coronation chamber.
Mickey finally plucks up his courage and orders the guards to arrest Pete, but the villain defends himself by revealing the Pauper to be an impostor and demanding he be arrested. The real Prince arrives just in time and challenges the vicious Captain to a sword battle. Goofy and Donald arrive and take out more of the Weasel guards, and thanks to Goofy's clumsiness, end up entangling some of them in a falling chandelier. An errant arrow rips through the rope choking Pluto, freeing him and allowing him to join the battle as well. Pete corners the Prince and is about to kill him once and for all when Pluto runs up and bites Pete in the rear. Pete then suffers further humiliation as his trousers get sliced down, exposing his underwear underneath, and then he gets tripped by both Mickey and the Prince, before he finally becomes caught with the Weasel guards in the now-rolling chandelier. The chandelier rolls down the red carpet and crashes through the glass window into the street below. Both the Prince and the Pauper laugh and hug each other, but the archbishop doesn't know who the real Prince is until Pluto recognizes his master by licking Mickey affectionately. The archbishop then crowns the Prince as the new King of England, and with Mickey, Donald, Goofy, Pluto and Horace by his side, he rules the country as he swore he would with justice and compassion for all.
- Wayne Allwine as Mickey Mouse/The Prince
- Tony Anselmo as Donald Duck
- Bill Farmer as Goofy, Pluto, Horace Horsecollar, and The Weasel Guards
- Arthur Burghardt as Captain Pete
- Charlie Adler as The Weasel Guards
- Elvia Allman as Clarabelle Cow
- Frank Welker as Owl archbishop of Canterbury, The King
- Roy Dotrice as the Narrator
- In the original theatrical release, the film contained an extra piece of animation right before the end credits, in which Horace informs the audience that they will now have a ten-minute intermission, all while the two Mickeys mock him and then remind the audience that The Rescuers Down Under starts after the intermission ends. Following this, a small graphic counting down the minutes to The Rescuers Down Under's presentation appeared in the bottom left corner of the screen as The Prince and the Pauper's end credits began rolling. This segment did not appear in any of the film's video releases.
- In the storybook, there are two added scenes. One takes place after Mickey and the Prince switch places, Donald decides to taste Mickey's dinner to make sure it isn't poisoned, only for him to leave nothing but bones. The next one takes place after the Prince is thrown in the dungeon with Donald, and the Prince is grieving over the loss of the King as Donald tries to comfort him.
- A level based on The Prince and the Pauper appears in the video game Mickey Mania: The Timeless Adventures of Mickey Mouse where the Prince is referred to as "Prince Mickey", and Mickey is referred to as "Pauper Mickey".
- This film was Disney's final use of the Xerox process, which the studio had used for three decades.
- This film was again released in theaters in the UK some years later - this time with Brother Bear in 2003.
- Clarabelle Cow (voiced by Elvia Allman) is the only female character represented in this film; Minnie Mouse and Daisy Duck do not appear in this film. This is Allman's final role as Clarabelle Cow; after her death in 1992, April Winchell takes over as the voice of Clarabelle Cow.
- When the Prince leaves the castle for the first time, he is heard whistling the song "I'm Henry the Eighth, I Am". In the original story by Mark Twain, Henry VIII was the father of the titular Prince, here named Edward Tudor who then becomes King Edward VI.
- This is the first cartoon starring Mickey Mouse and/or his friends to start and end the "modern" releases, Starts with the Walt Disney Pictures logo, then followed on with "Walt Disney Pictures Presents" and the short's title (no opening credits), and have end credits.
- The 1991 VHS release of this featurette was one of the last videos in the Walt Disney Mini Classics line.
- In the book version of the film, Pete is arrested after been defeated by the Prince and is not entangled with the guards in the rolling chandelier.
- In the original theatrical version the end credits are fast-moving with short closing music. However, at the end of the VHS releases of the film, the end credits are slowed down with an extended closing music score. The DVD releases of the film preserve the original length and audio of the end credits.
Animation GoofDuring the scene where the Prince makes his presence known at the coronation, he is wearing Mickey's clothes including his brown hat. He then swings down on the chandelier - now without Mickey's hat - and steals a sword from an inattentive guard (who is using it to pick his teeth).
However, when the Prince lands on the ground to confront Pete, he is suddenly and unexpectedly wearing a red hat - contrasting to the brown hat worn by Mickey. When Pete then pleads to explain his actions, the Prince is again hat-less and remains so until after Pete is defeated and he is crowned King of England.
- Walt Disney Mini Classics: The Prince and the Pauper
- Disney Favorite Stories: The Prince and the Pauper
- Walt Disney's Fables: Volume 1
- Walt Disney Mini Classics: The Prince and the Pauper (Side 2 has the mini classics releases of Peter and the Wolf and Willie the Operatic Whale)
- Walt Disney Treasures: Mickey Mouse in Living Color, Volume 2
- Timeless Tales: Volume 1
- Walt Disney Animation Collection: Classic Short Films: The Prince and the Pauper
- Walt Disney's Fables: Volume 1