Walt Disney enlisted former colleagues Hugh Harman and Rudy Ising to help create this underwater Silly Symphony. Ocean waves form merbabies who are summoned to an aquatic circus playground on the sea floor, where they interact with a parade of seahorses, starfish and other marine life, before disappearing into the surface from which they came.

The three little kittens have lost their mittens and are sent to bed without dinner. From their room, they see the Milky Way and sail up to it, using a basket and helium balloons, passing through some fanciful astronomical bodies, until they reach a Milky Way filled with every conceivable form of milk.