The film begins with a nursery book that opens by itself. Mother Goose appears on the title of the Leo the Lion from the MGM title cards. 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 does not. The king commands "off with their heads." Then Joe Penner brings the king a bowl and, in reference to his famous catch phrase, asks "wanna buy a duck?" Donald Duck appears out of the water in the bowl, repeats Penner's catchphrase and starts laughing. The king then replaces the lid on 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 and is dressed as Little Lord Fauntleroy, which he also starred in). Just like a similar scene in Captains Courageous Bartholomew falls overboard, but Tracy pulls him back in. Then Katharine Hepburn passes by on an 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. He 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 large stack of his pies on a wagon. Laurel refuses an offered pie, but picks one from the middle of the stack, which alarms Hardy, fearing the stack will collapse. Nothing happens, however and a reassured Hardy tries to do the same. When the stack 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 seesaw.
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 African-American jazz and swing musicians stick their head 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, Mae West and ZaSu Pitts), a flute player (Clark Gable) and a saxophonist (George Arliss). Oliver Hardy plays trombone and Stan Laurel plays 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 itself. 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 by saying "Git Along, Little Dogies", 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.
Since the 1960s this cartoon has not been broadcast very often on television, due to the stereotypical depictions of blacks in some scenes. Sometimes it has been broadcast minus the scenes with African Americans but 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.