Old King Cole throws party and invites all of the Mother Goose characters. He warns them that they must leave at midnight. Another collection of characters puts on a stage show. The Ten Little Indian Boys get everyone dancing along. The Hickory Dickory Dock mice announce midnight, and everyone leaves, back into their books.
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| Visual Effects | Joseph D'Igalo | Animation |
| Visual Effects | Louie Schmitt | Animation |
| Visual Effects | Frenchy de Trémaudan | Animation |
| Visual Effects | Ed Love | Animation |
| Visual Effects | Nick George | Animation |
| Visual Effects | Ben Sharpsteen | Animation |
| Sound | Frank Churchill | Original Music Composer |
| Production | Walt Disney | Producer |
| Visual Effects | Norman Ferguson | Animation |
| Directing | David Hand | Director |
| Visual Effects | Cy Young | Animation |
| Visual Effects | Bill Roberts | Animation |
| Sound | Bert Lewis | Original Music Composer |
| Visual Effects | Johnny Cannon | Animation |
| Directing | Ferdinand Horvath | Layout |
| Visual Effects | Clyde Geronimi | Animation |
| Writing | Ferdinand Horvath | Characters |
| Visual Effects | Les Clark | Animation |
| Visual Effects | Hardie Gramatky | Animation |
| Visual Effects | Dick Williams | Animation |
| Visual Effects | Ferdinand Horvath | Animation |
| Visual Effects | Roy Williams | Animation |
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