Mickey Mouse and Donald Duck try to save Donald's nephews from King Pete. It features four outfits and seven levels. Unlike the two earlier games in the series, an outfit now behaves different depending on if Mickey or Donald wears it.
While hiding in the attic from their uncle Donald Duck, Donald's triplet nephews Huey, Dewey and Louie, discover an old book. The book, which turns out to be magical, transports the triplets to Storybook land. In Storybook land Huey, Dewey and Louie are captured by King Pete, who plans to take over the real world. Mickey and Donald are told what happened by the fairy of Storybook land and therefore decides to enter the book in order to find the duckling brothers and stop the evil Pete once more.