The film centers on nerd Maxwell Dweeb (Robert Carradine), who is a loner with no friends. While watching television, he sees an advertisement for the Minnie Mouse Center for the Totally Unhip, named after its owner, Minnie Mouse. Dweeb, in an effort to improve himself, decides to attend. After being welcomed by the director (Suzanne Somers), Dweeb is taken on a tour of the centre, where other Disney characters run various courses: Goofy is a fitness instructor, Donald Duck is a wardrobe manager, and Pluto is a messenger boy. After finally meeting Minnie Mouse, Dweeb is taken on by the director, whom he eventually falls in love with, and dates once he has passed his training. The film is intershot with various musical numbers (including the duet "Don't Go Breaking My Heart" by Minnie Mouse and Elton John) and excerpts from early Disney shorts.
Dean Smith suspends his practice to spend all his time searching for a cure for his wife. As the days stretch into months her condition deteriorates and her behavior becomes more and more erratic. There is more at work here than a dying body, something is attacking her very soul.