Upon reaching the castle, Mickey meets an old man who explains that he must defeat the "Masters of Illusion" guarding different realms to earn the gems of the Rainbow Bridge.

After traversing toy lands and candy-filled caves, Mickey faces a transformed, powerful Mizrabel in a final battle of wits and magic to rescue his sweetheart.

While Mickey and Minnie are enjoying a peaceful day in the meadow, the jealous witch Mizrabel swoops down on her broomstick and kidnaps Minnie to steal her youth and beauty.