The miller Elmo and his son Mort have a problem—instead of standing up for what they know is right, they follow everyone else’s opinions. When a farmer complains that Elmo is overworking the donkey, Elmo and Mort mill the grain. When others complain that his prices are too high, Elmo reduces the price, even if he’s losing money. When a friend suggests Mort steal apples with him, Mort goes along with the plan.

The proud emperor loves to parade before his people with beautiful clothes. When a court official suggests paying the soldiers more money so they don’t have to beg for food, the furious emperor is ready to throw him in jail.

To Millie, the whole world is unfair. Even though Millie has a loving family and a nice home, she’s always miserable. She hates to be told what to do, and when things don’t go her way, she complains. Millie finally has enough! She runs away so that she can do whatever she wants to do.

Mama and Papa have always warned their chicks never to have anything to do with strangers. But the sly fox disguises himself as a little lamb, and uses different tactics to try to trick the chicks to go with him.