Due to Pete's hatred of the club, Mickey lets him and the villains run the club so they can see how difficult it really is. Though Pete finds the business going well, the other villains can't hold back their evil tendencies and begin committing evil acts that makes Pete fire them. In the end, Pete sees Mickey was right.
Despite the many characters who can fly, Donald wants to fly like them. He tries tips from the Notre Dame Gargoyles, Scuttle, and Dumbo's partner Timothy Mouse. Finally, Mickey gets Peter Pan to teach him how to fly. (With the help of Tinkerbell's pixie dust too, of course). While he teaches Donald how to fly, Peter also sings a new version of ""You can Fly"".