When the gentle woodcarver Geppetto builds a marionette to be his substitute son, a benevolent fairy brings the toy to life. The puppet, named Pinocchio, is not yet a human boy. He must earn the right to be real by proving that he is brave, truthful, and unselfish.

Robin Hood fights nobly for justice against the evil Sir Guy of Gisbourne while striving to win the hand of the beautiful Maid Marian.

Humorist Robert Benchley attempts to find Walt Disney to ask him to adapt a short story about a gentle dragon who would rather recite poetry than be ferocious. Along the way, he is given a tour of Walt Disney Studios, and learns about the animation process.

In 1940 England, aristocratic Prudence Cathaway alarms her snobbish parents by joining the WAF service branch. She soon meets and falls in love with the brooding Clive Briggs, despite his prejudice against the upper classes, and agrees to spend a week with him at a Dover hotel. When Clive's soldier friend, Monty, arrives to retrieve him, Prudence learns that Clive went AWOL after Dunkirk, and urges him to recall why England must fight the war.

When composer George Harvey Bone wakes with no memory of the previous night and a bloody knife in his pocket, he worries that he has committed a crime. On the advice of Dr. Middleton, Bone agrees to relax, going to a music performance by singer Netta Longdon. Riveted by Netta, Bone agrees to write songs for her rather than his own concerto. However, Bone soon grows jealous of Netta and worries about controlling himself during his spells.

Irish politician Charles Stewart Parnell struggles to free his country from English rule, but his relationship with married Katie O'Shea threatens to ruin all his dreams of freedom.

The Japanese detective rounds up a league of assassins for Scotland Yard.

A fake general sends two sailors on a wild-goose chase for buried treasure.

A strait-laced country vicar is very embarrassed by his father's naughty exploits with a lively actress.

Gangsters plan an assassination of a rival while he rides the train carrying him to prison.

The first musical comedy from the Grand National assembly line, Hats Off stars John Payne and Mae Clarke as rival press agents Jimmy Maxwell and Jo Allen. Both have been assigned to stir up publicity for separate expositions at the 1936 Texas Centennial (newsreel footage of which predominates throughout the film's short running time). To throw Jimmy off the track, Jo pretends to be a schoolteacher, but by the time the ruse has been revealed, the two leading characters have fallen in love.

An Englishman kills a German look-alike and poses as a Nazi spy in London.

A Broadway show is forced to bow to the whims of a talentless, whacky, but rich, Broadway actress with a contract.

Val and Ernie Stanton make their second appearance in a Vitaphone short. This time out the two basically stand in the same spot as they re-create their vaudeville act, which includes a few songs as well as a couple comedy routines.

Val and Ernie Stanton make up the comedy group for this Vitaphone short that was obviously capturing their vaudeville act.