The evil, long-nosed queen asks the magic mirror in her hand who's the fairest in the land, and the mirror replies that she is. But into the queen's cave walks Betty Boop, singing that she wants to see her stepmama. Now Betty is the fairest in the land and the queen orders her beheaded. Koko and Bimbo can't bring themselves to do it. Later, Betty ends up encased in a block of ice. The Seven Dwarfs, thinking she's dead, bring her into the Mystery Cave, her final resting place. Bimbo and Koko join them. And so does the queen, who has changed herself into a witch. The clown, with Cab Calloway's voice, sings "St. James Infirmary Blues" in the weird cave full of flying skeletons and floating ghosts. Only a reversal of fortune can save Betty and the two heroes now.