As the Prince reaches the palace gates, he is handled roughly by Pete, who doesn't believe that he's the Prince and then catapulted out.

Mickey is hesitant to do so, but the Prince explains to him that everything would be fine. He then decides to switch places with him to see what life is like outside the palace. The Prince tells Mickey that his life is so boring with his constant lessons and banquets and envies the Pauper for his freedom. Both remove their helmets and are amazed at the sight of each other. Just then, the Prince arrives and gets caught in the falling armor. Inside the palace, Mickey is amazed at its splendor, but he accidentally slips on the shiny floor and crashes into some suits of armor. Then Pete caught him and tried to poke him with his sword, but the Prince saw this and wanted Mickey brought to him at once because 'even the lowliest subjects of this Kingdom deserve respect' as he had quoted. He asked the guard if he could come in to look for his dog, and the guard let him do so, thinking he was the Prince. Mickey tried to stop him, but the palace gates had already closed. Then a string of sausages drooped out of the stagecoach and Pluto ran after them.

A while before, the King's guards came in their stagecoach, while hauling off the food they stole from the townspeople. He is bored and looks longingly out of his window seeing all the people and wishing he was with them. Meanwhile in the palace, the Prince (who looks exactly like Mickey) is doing his studies with his adviser, Horace Horsecollar and his valet, Donald Duck. They dream of being warm and someday living in the palace. On a cold winter's day, an impoverished Mickey Mouse, Goofy, and Pluto try selling what they have for food, Mickey selling firewood and Goofy selling snow cones. As the result, things have been very bleak for everyone as there is no hope to save the kingdom from the thieving Captain and his ruthless henchmen, with everyone living in poverty and risking having everything being taken from them on a regular basis. His ruthless Captain of the Guard, Pete, uses this to his advantage of robbing and being cruel to the people in the King's name. In 16th century England, the good King is very ill and becomes bedridden.

Twain prince and the pauper