At the beginning of the movie, there is a song called "Front Row Seats (Home of Ballet)" performed by Angelina Mouseling.
On a cold snowy Friday in the quiet country in Tulsa, Oklahoma, an imaginative young 8-year-old girl named Dorothy Anne Elaine "Mary" Calhoun (Haley "Cake" Charles) is practicing her violin for her school concert, but her dad, Rupert Calhoun (Albert Brooks) tells her the concert is cancelled because it's his birthday, and he and Mary are moving to New York City with his wife, Maureen (Katherine Heigl), and her whole family. So he tells her to put on a surprise musical show for him at the New York World's Fair called Hoop-Dee-Doo!. He gives Mary five tickets for a trip to the fair in New York City and he has to go on a business trip. When her dad is away, Mary and her family go to Pizza Hut for dinner.
Later that night, when Mary wishes that she could play her violin in the concert after she gets the tickets, her two mouseling dolls, Angelina Mouseling (voiced by Charlotte Spencer), her best friend Alice Nimbletoes (Naomi McDonald), their new friend Carlo (Aidan Gemme) and her talking dog and other best friend, Dodger (Wayne Brady), help her realize her dreams to come true. But on Saturday morning, with her imagination when she makes Angelina and Alice come to life, they accidentally break Mary's old favorite chair and say, "Oof!" Mary shouts, "Angelina! Alice! You're alive!" Then the two mouselings giggle and shout, "Hello there, Mary!" Mary feels scared and says, "Oh, no!" Alice asks, "What is it?" Angelina asks, "What's wrong?" Mary says, "My daddy says that my school concert is cancelled and it's his birthday so I can put on a show with you and all your friends for him." Angelina says, "We've got ten tickets to the New York World's Fair! Five for you and five for me!" and Alice says, "And here are yours!" But Mary says, "No, I don't want them any more." Angelina says, "We thought playing your violin at the fair was your dream." Mary says, "I know, but playing my violin on stage in front of all these people is too scary and I'm really nervous!" Alice says, "Oh, it's okay to be scared, Mary. Calm down, just take a deep breath in and let it out." And Angelina says, "Don't worry, Mary. You'll be fine and always have a friend on your side and have fun together." And Alice says, "And we can sing together." They sing a song, "Our Own Show (At the Fair)". Mary feels much better. Dodger joins the three and pack up for their move to the city, grabbed their tickets ripped the wallpaper off the wall revealing a giant secret door to the bus stop to New York City and headed through the door.
While taking the city bus on their way to the city, the four sing "We're Off to New York City". The next morning on Sunday, the four get there, they see a gate to the fair, they open it by saying the magic password "Cheese, please!" They go through the gates and give their tickets to Lucy (now an adult, portrayed by Angelina Jolie), the ticket seller and invite their friends, Marco (Jules de Jongh), Gracie (Jo Wyatt), Viki (Hilary Duff), A.Z. (Justin Bieber), their teacher, Ms. Mimi (Judith Mason), Angelina's mum and dad, Maurice (James McAvoy) and Matilda (Emily Blunt), Angelina's 4-year-old sister, Polly (Leah Zabari), her new brother, Thomas Arthur Mouseling, Mrs. Thimble (Beverley Klein), and even their new friends, Dave (John Legend), Paul (Ryan Gosling), Jeanie (Prudence Alcott) and Rudolf (Corbin Bleu) in which Dodger befriends a female talking dog named Martha (Tabitha St. Germain). They introduce Lucy, their old friend, and tell her about her memories she had. Angelina says, "We want to put on a surprise Hoop-Dee-Doo! show for her dad's birthday." And Alice says, "But we don't know what to do!"
They take a tour of the fair, play games, win prizes, ride the carousel, have lunch at a hot dog stand and go shopping for clothes, food and stuff for Mr. Calhoun's birthday show ("The Grande Tour").
When the grownups show the class The Metropolitan Museum of Art, three mean tomcats are working at an art museum. Meowcent (Frances McDormand), the leader, and Jinkquade (Peter Mullan) and Aldoof (Orlando Bloom), her sidekicks. They are working on sculptures and paintings messily.
Before checking in, they cook dinner with Chef Flaumbé (Richard Ridings) during the song "What’s Cooking?". After that, they check into each room and share them at the Grand Hotel. One is for Mary, Dodger, Martha, Angelina and Alice, the other is for Marco, Gracie, Viki and A.Z., the other is for Mr. and Mrs. Mouseling and Polly, the other is for Ms. Mimi, and the other for Carlo, Jeanie, Dave and Paul. Then they get ready for bed while Angelina and Alice sing "Just Imagine".
While the two mouselings say goodnight and go to sleep, Meowcent, Jinkquade and Aldoof, hate the mouselings, the dogs and Mary so they decide to despise of them, destroy the fair and ruin Mary's father's birthday show.
On Monday at the fair, Mary and the other classmates and mouselings stand in line. Ms. Mimi tells them they're going to play games like ring toss, bowling, archery, basketball, golf, and video games. They split into four groups and take turns playing the games. Mary, Angelina and Alice are bowling, Marco, A.Z., Gracie and Viki play basketball, Jeanie and Carlo play golf and Dave, Paul and Rudolf play video games. When Ms. Mimi blows her whistle, they switch positions. Martha and Dodger are the only ones that play ring toss because they're dogs. ("Let's Play Games")
On Tuesday, Ms. Mimi leads the class into the performing arts school and into the wardrobe room to pick out costumes for Mr. Calhoun's birthday show. Ms. Mimi shows the class beautiful clothes they need to wear for his party. They pick out the main costumes. For the birthday show, Mary gets a white dress with a green sash, white tights, green headband, white hair ribbons for Heidi braids, black shoes. Angelina get a fancy, sparkly light blue tanktop leotard and tutu, sparkly light blue ballet slippers, a silver necklace shaped like a heart, fairy wings, white tights and a silver tiara. Alice gets a fancy navy blue short-sleeved dress with a white collar, a light blue neckerchief just like Poppy's multi-colored one, a navy blue hair ribbon, white tights and navy blue ballet slippers. Marco picks out a white long-sleeved button-down shirt, black pants, black socks and black shoes. Gracie picks out a silver tanktop and headband, black long leggings and tap shoes. Viki gets a magenta pink short-sleeved dress and ballet slippers, a golden tiara and purple long leggings. A.Z. gets a black shirt, a short-sleeved button-down baseball shirt, blue jeans, a green baseball cap, white sport socks, blue sneakers, black shades and gold chains. Ms. Mimi with a red dress, headband and long leggings and black ballet slippers. Carlo gets dressed in a black button-down shirt with rolled up sleeves, black pants, black shoes, thick socks and a black Fedora hat. Jeanie gets dressed in a purple long-sleeved gown, white tights, purple ballet slippers and a golden tiara. Rudolf gets dressed in a grey sparkly long-sleeved button-down shirt, blue jeans, green sneakers, white socks, a green skipper hat and black shades. Dave gets dressed in a black short-sleeved button-down shirt, black socks, black shoes, a white skipper hat and khaki pants. Paul gets a purple long-sleeved button-down shirt, khaki pants, black socks and black shoes and white Fedora hat. Martha and Dodger get two white collars, black bow ties and black top hat and white cufflinks. They all join in with a song. ("Dress Up") Then Angelina and Alice pretend to do like jobs people do while they sing a song about what they want to be when they grow up and the jobs they do in their community "What Will You Be (When You Grow Up?)".
Ms. Mimi is dressed up as a director after the song and she tells the students they're all gonna be stars! The class thinks that Ms. Mimi loves being a director. Ms. Mimi asks the students if they think they can find anything else they can use in the show. The class looks in the box and find some old Halloween costumes. Mary can be a bumblebee and A.Z. can be Humpty Dumpty. Viki asks if he would do. A.Z. could sit on a wall and Mary could keep stinging him. A.Z. grabs a fly swatter and tells him not if he will swat her first. Ms. Mimi tells them to hold on a minute three times, because a bumblebee is not something to play with. It could hurt them. A.Z. tells her it's only Mary because she could not hurt people. Ms. Mimi agrees in that case if they'll give it a try and turns on the radio. Then they all perform "Baby Bumblebee," with Mary as the bumblebee and A.Z. with the swatter in his hand while Dave plays the piano. Mary stings the class by touching someone with her bottom. Ms. Mimi sings the first verse. During the second verse, the students pretend to swat her by marching around her and throwing back their arms. In the final verse, the students run around in circles. In the end, Ms. Mimi catches her. After the bumblebee song, Ms. Mimi tells them if they can do the catwalk. The class agrees. Then she turns on the radio and they all do the catwalk to the Chicago hit "All That Jazz".
After that, A.Z. steps up on a big, tall stool and the students tell him to be careful not to fall down or hurt himself because it's too dangerous. But A.Z. says he's pretending to be Humpty Dumpty. Ms. Mimi asks A.Z. if he would like to meet the real Humpty Dumpty. He agrees and comes down. While they recite the nursery rhyme "Humpty Dumpty," a silver round metal head with long straight eyes, small ears and a big open mouth with black inside appeared on the stool. The head falls off the stool and now has big wide eyes, wrinkles on its forehead and cheeks, and sharp jaws. A bunch of tin soldiers come to the head and put a bandage on it, then the head winks one eye. After "Humpty Dumpty," Viki and A.Z. see a grandfather clock by the wall and she says "Hey! That grandfather clock reminds me of another nursery rhyme. It's "Hickory Dickory Dock!"" So they all sing "Hickory Dickory Dock" while a toy mouse climbs up the clock. But when the clock strikes one, the mouse slides down.
After that, Angelina and Alice ask Ms. Mimi if they can do another rhyme called "Pussy Cat, Pussy Cat." Ms. Mimi agrees. She gives Mary a headband with cat ears, neckerchief and tail. Ms. Mimi gives Gracie a crown and cape while Marco sits at the piano. Then the students recite the nursery rhyme with Mary as the pussy cat, just like Poppy Cat, from one of her favorite bedtime storybooks, and Gracie as the Queen.
After the rhyme, Gracie says, "That was awesome!" Ms. Mimi asks Gracie and Mary if they know any more nursery rhymes. Mary asks, "How about "This Little Piggy?"" Ms. Mimi shows the class a big painting of a marketplace, tells them to look at the picture carefully and say the rhyme. While the students recite "This Little Piggy," Ms. Mimi places magnets on the picture of each piggy. When it gets to “This little piggy had none,” Ms. Mimi takes the four pigs off the picture. On the last part of the rhyme, one piggy bounces up and down out of sight. Then Marco asks how Ms. Mimi did that. Ms. Mimi tells him "It's magic, isn't it?" Mary says, "It sure is, Ms. Mimi!" and asks Ms. Mimi if she and her friends can still put on a big Hoop-Dee-Doo! birthday show for her dad. Ms. Mimi says, "Sure, you can." Angelina whispers in Mary's ear, but she knows that she can help her with it.
On Wednesday, Ms. Mimi tells the class it is time to go to the library. They follow Ms. Mimi to the library at the Lincoln Center to pick out lots of books to read. Angelina and Alice pick out books of fairy tales, Marco and Gracie look at books about fantasy and adventure, Viki and A.Z. choose books about mystery and suspense, Martha and Dodger pick books about dogs and cats, Jeanie picks out a book about plants and animals, Mary picks out a book about music and dance, Carlo picks out books about games and sports, Dave and Paul pick out books about how to cook, make and do, and Rudolf picks out books about science and history of the world. While they are reading books, Mary, Angelina and Alice sing a library song ("Our Library Song").
After the song, Angelina, Alice, Mary and the whole class look up through all kinds of tempo and dynamics in the dictionary. First, Alice and Angelina look up "allegro." Martha says it means "super-duper fast." Gracie tap dances really fast. Dodger tells her to stop, but she did. Next, they look up "largo." Martha tells them it means "really, really slow." Angelina dances ballet really slow. Allegro and largo are types of tempo through music. Then they learn about dynamics. They look up "fortissimo," meaning "super-duper loud." Viki sings "tra-la-la-la-la" really loud, but Ms. Mimi whispers "Shhh." and tells her to be quiet. Last they look up "pianissimo," meaning "really, really soft." Angelina sings "doo, doo, doo, doo, doo" really quietly, and Ms. Mimi applauds her. Because fortissimo and pianissimo are dynamics through music. Martha remembers that loud, soft, fast and slow are all opposites they know. Then they look up in a book of fairy tales including, "Sleeping Beauty," "Cinderella," and "Little Red Riding Hood" in the song "We Believe in Fairy Tales".
At the end of the day, it is time to go back to their apartments. Martha and Dodger have a romantic dinner of spaghetti and meatballs like they did in the old movie Lady and the Tramp. At dinner, Mary's mother, Maureen, talks to Polly and Mr. and Mrs. Mouseling about the Hoop-Dee-Doo! show rehearsal. After dinner, Mary, along with Ryan and Bobby, ask their mother when her father, Rupert, is going to come back. She tells them that her dad should be home on Saturday. Mary wishes that she could play her violin in the show while her younger brothers 6-year-old Ryan (Jacob Tremblay) and 4-year-old Michael (Robert Brooks) and her baby sister, Lizzy, sit in the audience. She really wants to surprise her dad by playing songs or even a solo. Maureen agrees. Mary hopes that her father will be surprised.
The next morning on Thursday during rehearsal, the class practice tap dancing. Then they recite a new made-up nursery rhyme by Dave, "Knicky Knacky Knocky Knoo" with Dave dressed up as a pirate. During the rhyme, they move a different body part for every verse. Marco finds a shiny silver triangle on the piano and plays it. The triangle reminds Gracie of another nursery rhyme "Frère Jacques" from Paris, France. Before they sing the rhyme, they learn what the words mean in French. Ms. Mimi lays down an old quilt from when Mary was born in Tulsa and puts a big comfy pillow on the floor. Mary lays down on the floor and covers herself up to sleep while the mouselings perform "Frère Jacques" in a round with Marco playing the piano and Viki playing the triangle. Later, Dave starts writing songs and playing his piano. He is a singer-songwriter. He sits at the piano and thinks of a song he could write about friendships and relationships, and not losing them. Marco comes and decides to teach Dave how to do the music and lyrics. Dave begins writing while he is practicing. Angelina and Alice tell Mary that they can watch Marco while he helps Dave. When Dave is finished practicing, Marco congratulates Dave on writing a song. Dave thanks Marco for helping him. Dave wants to play it for everyone after lunch. Marco agrees and tells Dave he will introduce him. Once everyone in the cafeteria was settled, Marco introduces Dave and the song he wrote. The mouselings applaud for him. Then Dave sings and plays his top 40 hit song "I'll Never Lose You Again ('Cause I Believe in You)". with a barbershop quartet providing backing vocals off-screen. And after that, the class sings "Sharing and Caring".
On Friday after school, it is time to go back to their apartments. Meanwhile, Meowcent and her crew were looking at her crystal ball, she thinks they must defeat Marie and make her into a sculpture. They sing "We’re Hungry!"
After the song, the three cats leave the museum, tiptoe up to Mary and tell her that she was being nice to people. The mouselings run away, the cats get out their art tools, sprayers, spritzers and concrete and chase after Mary and the people, dark clouds come, lightning strikes the buildings, fall down, and big pieces land on the cats. The cats lift up the pieces and they continue to chase her around. Mary gets really angry at Meowcent, snatches the spritzer from her and sprays her with paint. Meowcent grabs Mary by her neck, shakes her and tells her that she will not be able to perform in the show. Mary unwraps Meowcent's hand from her neck and pushes her down. Mary runs to a construction site, picks up barrels of cement and concrete. She throws the barrels of concrete at the cats, covering them from head to toe. The storm clears, the sun rises and dries up the concrete-covered cats. They have turned into statues. The very next morning on Saturday, sparks fly and everything in New York City is back to normal. The whole crowd of people and all the mouselings come back to the city. The statues of Meowcent, Jinkquade and Aldoof are taken away to the art museum to be made into sculptures by a cheerful young kitten puss named Poppy Cat, wearing a multi-colored neckerchief and a blue cone hat with a green feather stuck in it. She puts the statues into the sculpture room and makes the paintings, sculptures and the artwork great by working on them neatly. Mary thanks Poppy and everyone is so proud of Mary for getting rid of the tom cats by covering them in cement. Mr. Mouseling gives her a golden electric violin and bow as a gift and Mary plays a melody for them. Then the whole class comes to Ms. Mimi's school and Ms. Mimi thanks Mary for getting rid of the cats. First, they go to the Broadway theatre to look at the surprise that Ms. Mimi made for them. The theatre is decorated with balloons, streamers, flags and a banner that says, "Happy Birthday Dad!" On the table there are hats, drinks, gifts and snacks. Then they go back to the school and get their costumes, props and get ready for the show by putting on makeup and fancy clothes and they head off to the Broadway Theatre by bus.
Later that night from backstage during opening night, Martha and Dodger are wearing their bowties and top hats. Mary with her violin, Angelina and Alice go up to them and tell them that everything is ready. Dodger tells them not to worry because this is going to be a great show. Martha tells them to perform with their friends while she and I watch them from back here. They hear footsteps. Mary asks, "Oh, is that Dad’s car?" Angelina says, “Yes, it is!” Martha and Dodger tell them have fun. Angelina peeks behind the curtain and whispers, "Shhh." Alice says, "Look! Here he comes!" It was Rupert who came back from his business trip, then the three get on stage. Mary's younger brothers, Ryan and Michael are in the audience, too. Rupert walks into the theatre and Mary and the mouselings shout, "SURPRISE! Happy Birthday!" Rupert asks, "What's going on here?" Mary, Angelina and Alice hug him and say, “Welcome home, Daddy! We want to surprise you with the birthday show!" "So, you didn’t forget my birthday!" said Rupert. They go back on stage and Maureen gives him a big hug welcome home and happy birthday hug. But he has to hurry up and take a seat because the show is about to begin! Maureen and Rupert, along with Mr. and Mrs. Mouseling (dressed as a king and queen), Polly (as a princess), Tommy (as a prince) and the other families sit in the audience with her brothers while their older sister Mary, Angelina, Alice and the other mouselings: Marco, Gracie, Viki, A.Z., Carlo, Jeanie, Dave, Paul and Rudolf, along with Ms. Mimi go up onstage and they all sing a welcome song with Mary playing her violin after the curtain opens. ("Welcome to Our Big Show!")
Everyone in the crowd applauds for the mouselings. Everyone exits the stage except Mary, since she was playing her violin for the next song. Ms. Mimi walks up to the microphone and introduces the first act, “I’ve Been Working on the Railroad” by Viki and A.Z. She exits the stage while the crowd cheers for the two. Viki and A.Z. are dressed up as train engineers. Martha and Dodger think they look fancy in their railroad worker costumes. The two mouselings enter the stage by marching up and bowing to each other over and over again. Viki and A.Z. sing and tap dance to the song. The song increases tempo from largo to allegro that Martha defined, which means slow to fast. When they get to the second “strumming on the old banjo” part, they sing the first verse again with the ending tag, “Dinah blow your horn!” Then they tap dance really fast. The crowd applauds for them. After the first act, Ms. Mimi returns to introduce the next act, "What Will You Be (When You Grow Up?) (Reprise)". The song will be performed by Angelina, Alice and Mary. Martha and Dodger can't wait to see the girls perform. Angelina and Alice get up on stage and sing a song about what they want to be when they grow up and the jobs they do in their community. In the song, Angelina and Alice wear different costumes and do different jobs while the props change differently.
After the song, the audience applauds and Mary, Angelina, and Alice exit the stage. Next, the class did the songs they learned from rehearsals. They did “Frère Jacques,” and two new songs “In the Merry Old Land of Oz” from The Wizard of Oz, performed by Mary, Jeanie, Carlo, Dave, Paul and Rudolf, and “Supercalifragilisticexpialidocious” from Mary Poppins, by Marco and Gracie. Then Ms. Mimi calls out for their first intermission. When they had an intermission, they had a drink of water. While Mary tunes up her violin, Angelina and Alice talk to Martha and Dodger about their next act. When they come back, Ms. Mimi introduces the next act, “We Believe in Fairy Tales” by Angelina and Alice. The audience applauds. Angelina and Alice giggle. Then they come up on stage while the curtain opens. Angelina says, "My, my, Granny! What very nice teeth you have!" Alice says, "All the better to gobble you up with!" They giggle. Mary's younger brothers, Ryan and Michael, wave hello to Alice and Angelina, and the two mouselings sing a fairy tale song with Mary playing her violin. They sing as they dress in different costumes from fairy tales while they change the set on the stage. They sing the chorus of "We Believe in Fairy Tales (Reprise)".
Then they do all the songs they did during rehearsals and another intermission. While they did, Mary was feeling sad that she returns the Little Red Riding Hood costume to the tailor and looks around the costume room until the other mouselings come out to surprise Mary and dress her up as a clown. The mouselings watch as Mary juggles lots of balls, bowling pins and scarves and sticks. Ms. Mimi is surprised that she is being a clown. Mary hears someone crying. She creeps down the hall, walks into the dressing room and sees Angelina. Mary thinks she looks so sad. She must do something to cheer her up. Angelina surprisingly looks at Mary, as she is dressed up as a clown. Mary clowns around and dances and wiggles and does somersaults and flips and honks her nose until Angelina laughs and giggles at her and tells her she is really a funny clown. Mary is happy she made her laugh, but she asks Angelina why she is crying. Angelina tells her why she is crying because she misses her home in Chipping Cheddar. Mary misses her old home too. Mary washes off the clown face, takes off her costume and leads Angelina backstage to her friends and finally sees Alice, her best friend. She gives Alice a big hug because she has missed her a lot. During the third act, they sing "Sharing and Caring (Reprise)" and make their spectacular show a big reality. Next, A.Z. performed the cheese roll while juggling the wheels of cheese and shaking and kicking his legs with Viki performing the drum roll. Then Marco and Gracie sing "Three Blind Mice" with Alice on tuba.
Afterwards, they bring out a big delicious, rich chocolate cake with candles on top and everyone sings "For He's a Jolly Good Fellow" with Poppy Cat joining in, and after that, Mr. Calhoun blows out all the candles. They all get back onstage and do the "Hokey Pokey" and an encore of "Happy Ending" with Mr. Calhoun before dinner. Martha and Dodger kiss and fall in love. How romantic! So they all live happily ever after in New York City. Then Angelina giggles says good-bye and gives a wink and a smile before the credits roll.
- Mary Calhoun – the main protagonist, the older sister of the Calhoun family
- Angelina Mouseling, Alice Nimbletoes and Dodger – the deuteragonists
- Martha, Marco, Gracie, Viki, A.Z., Ms. Mimi, Mr. Maurice Mouseling, Mrs. Matilda Mouseling, Polly Mouseling, Tommy Mouseling and Mrs. Thimble – the tritagonists
- Meowcent, Jinkquade and Aldoof – the main antagonists
- Carlo, Jeanie, Rudolf, Dave and Paul – the major characters
- Mr. Rupert Calhoun and Mrs. Maureen Calhoun – the father and mother of the Calhoun family
- Ryan Calhoun – the middle brother of the Calhoun family
- Michael Calhoun – the younger brother of the Calhoun family
- Lizzy Calhoun – the baby sister of the Calhoun family
- Poppy Cat – cameo appearance
- Cake Charles as Dorothy Anne Elaine “Mary” Calhoun/Poppy Cat
- Charlotte Spencer as Angelina Mouseling
- Naomi McDonald as Alice Nimbletoes
- Tabitha St. Germain as Martha
- Wayne Brady as Dodger
- Aidan Gemme as Carlo
- Prudence Alcott as Jeanie
- Frances McDormand as Meowcent
- Peter Mullan as Jinkquade
- Orlando Bloom as Aldoof
- Jules de Jongh as Marco
- Jo Wyatt as Gracie
- Hilary Duff as Viki
- Justin Bieber as A.Z.
- John Legend as Dave
- Ryan Gosling as Paul
- Corbin Bleu as Rudolf
- Judith Mason as Ms. Mimi
- James McAvoy as Mr. Maurice Mouseling
- Emily Blunt as Mrs. Matilda Mouseling
- Leah Zabari as Polly Mouseling
- Beverley Klein as Mrs. Thimble
- Albert Brooks as Rupert Calhoun
- Katherine Heigl as Maureen Calhoun
- Jacob Tremblay as Ryan Calhoun
- Robert Brooks as Michael Calhoun
- Richard Ridings as Chef Flaumbé
- Angelina Jolie as Lucy the ticket seller
The score was composed by Hans Zimmer while the songs were written by Robert Panzer and Crystal Mata.
- "Front Row Seats (Home of Ballet)" (Mark Sayer-Wade (music), Judy Rothman (lyrics)) – Angelina
- "Our Own Show (At the Fair)" – Angelina, Alice & Dodger
- "We're Off to New York City" – Angelina, Alice, Mary & Dodger
- "The Grande Tour" – Angelina, Alice, Dodger, Carlo, Jeanie, Dave, Paul, Rudolf, Marco, Gracie, Viki, A.Z., Ms. Mimi, Mr. Mouseling, Mrs. Mouseling & Polly
- "What's Cooking?" – Chef Flaumbé, Angelina, Alice, Dodger, Carlo, Jeanie, Dave, Paul, Rudolf, Marco, Gracie, Viki, A.Z., Ms. Mimi, Mr. Mouseling, Mrs. Mouseling & Polly
- "Just Imagine!" – Angelina & Alice
- "Let's Play Games" – Angelina, Alice, Marco, Gracie, Viki, A.Z., Martha, Dodger, Carlo, Jeanie, Rudolf, Dave & Paul
- "Dress Up" – Angelina, Alice, Carlo, Jeanie, Dave, Paul, Rudolf, Marco, Gracie, Viki, A.Z., Ms. Mimi, Martha, Dodger & Mary
- "What Will You Be (When You Grow Up?)" – Angelina & Alice
- "Baby Bumblebee" – Ms. Mimi, Angelina, Alice, Marco, Gracie, Viki, A.Z., Carlo, Jeanie, Rudolf, Dave, Martha, Dodger & Paul
- "All That Jazz" (John Kander (music), Fred Ebb (lyrics)) – Angelina & Alice
- "Humpty Dumpty" – Ms. Mimi, Mary, Angelina, Alice, Marco, Gracie, Viki, A.Z., Carlo, Jeanie, Rudolf, Dave, Martha, Dodger & Paul
- "Hickory Dickory Dock" – Mary, Angelina, Alice, Marco, Gracie, Viki, A.Z., Carlo, Jeanie, Rudolf, Dave, Martha, Dodger & Paul
- "Pussy Cat, Pussy Cat" – Ms. Mimi, Mary, Angelina, Alice, Marco, Gracie, Viki, A.Z., Carlo, Jeanie, Rudolf, Dave, Martha, Dodger & Paul
- "This Little Piggy" – Mary, Angelina, Alice, Marco, Gracie, Viki, A.Z., Carlo, Jeanie, Rudolf, Dave, Martha, Dodger & Paul
- "Our Library Song" – Angelina, Alice, Mary & Dodger
- "We Believe in Fairy Tales" – Angelina & Alice
- "Knicky Knacky Knocky Knoo" – Dave
- "Frère Jacques" – Angelina, Alice, Marco, Gracie, Viki, A.Z., Carlo, Jeanie, Rudolf, Dave, Martha, Dodger & Paul
- "I'll Never Lose You Again" (Inspiration by John Legend, Tor Erik Hermansen, Mikkel S. Eriksen, Matthew Gerrard, Robert Nevil, Dan Wilson) – Dave
- "Sharing and Caring" – Angelina, Alice, Marco, Gracie, Viki, A.Z. & Ms. Mimi
- "We're Hungry!" – Meowcent, Jinkquade & Aldoof
- "Welcome to Our Big Show!" – Angelina, Alice, Carlo, Jeanie, Dave, Paul, Rudolf, Marco, Gracie, Viki, A.Z. & Ms. Mimi
- "I've Been Working On the Railroad" – Viki & A.Z.
- "What Will You Be (When You Grow Up?)" (Reprise) – Angelina & Alice
- "In the Merry Old Land of Oz" (Harold Arlen (music), E.Y. Harburg (lyrics)) – Mary, Carlo, Jeanie, Rudolf, Dave & Paul
- "Supercalifragilisticexpialidocious" (Richard M. Sherman, Robert B. Sherman) – Marco & Gracie
- "We Believe in Fairy Tales" (Reprise) – Angelina & Alice
- "Sharing and Caring" (Reprise) – Angelina, Alice, Marco, Gracie, Viki, A.Z. & Ms. Mimi
- "Three Blind Mice" – Marco & Gracie
- "For He's a Jolly Good Fellow" – Angelina, Alice, Dodger, Martha, Carlo, Jeanie, Dave, Paul, Rudolf, Marco, Gracie, Viki, A.Z., Ms. Mimi, Mr. Mouseling, Mrs. Mouseling, Polly, Mrs. Thimble, Mary & Poppy Cat
- "Happy Ending" – Angelina, Alice, Martha, Dodger, Carlo, Jeanie, Dave, Paul, Rudolf, Marco, Gracie, Viki, A.Z. & Ms. Mimi
- "All You Need Is Love" (End Title) (John Lennon, Paul McCartney) – Grace Potter & The Nocturnals
- "You Know You're Right Where I Belong" (End Title) (Inspiration by Michael Bolton, Richard M. Sherman, Robert B. Sherman) – Michael Bolton
This film is Rated PG-13.