Three mice run, cavort, sing and dance around in the stores and restaurants a big city at night. They wind up in a café for an early-morning snack and stocking up on food provisions before they return to the safety of their den beneath a man-hole cover in the street.
Using the backdrop and excitement of a local carnival, this soundie short features four different and unique acts, from the fast talking carnival barker (Clyde Hager) and the singing of Jon Peerce to the great jazz music of the Cotton Club Tramp Band and a tap dance routine performed by Three DeLovelies.
The Cabin Kids, in between song and dance numbers, are at the county fair with intentions, fair or foul, of helping Mammy win the Pancakes cooking contest.
In an effort to impress Darla, Alfalfa tells her that he's a famous bear trainer. Little does he know that Darla's father owns a circus - and a bear costume.
This film was mainly shot in the Japanese skiing resort Hokkaido in 1937-38 and was intended to create support for the coming winter olympics of 1940 in Japan which however were cancelled because of the Japanese-Chinese war.