In Disney's take on the Alexander Dumas tale, Mickey Mouse, Donald Duck and Goofy want nothing more than to perform brave deeds on behalf of their queen (Minnie Mouse), but they're stymied by the head Musketeer, Pete. Pete secretly wants to get rid of the queen, so he appoints Mickey and his bumbling friends as guardians to Minnie, thinking such a maneuver will ensure his scheme's success. The score features songs based on familiar classical melodies.

Filmed right after the merger between Disney and Jim Henson productions, the Muppet's are featured heading to the greatest place on earth, Walt Disney World. Kermit and Robin take the gang to the swamp for a vacation in Califorina. It is the annual Bug Fry and it's a journey to the roots again for Kermit and Robin. However, the rest of the cast is less than excited about being in a stinking bog. When it is mentioned that they can see the fireworks from Disney, everyone is excited and wants to go to the park instead of being at the bug fry. Kermit says the'll take a short peak and be right back. As the Muppets accidentally break into the park, security tries to round them all up as they visit all of the parks. Magic Kingdom, Epcot, and Disney/MGM. Finally, after being round back up, they get a chance to meet the one and only Mickey Mouse and show a huge musical number at the end.

Blending lively music and brilliant animation, this sequel to the original 'Fantasia' restores 'The Sorcerer's Apprentice' and adds seven new shorts.