Carlos was invited by CBS Records to work on the project with Yankovic, and on her personal website, she later recounted that "the project was a chance for some musical fun and tomfoolery, working with a bright, witty collaborator, before getting back to more adventurous tuning and timbre projects."
The title track reprises the original story, with some humorous changes. The animals are named: Billy the Bird, Bruce the Duck, Louie the Cat, and Seymour the Wolf. There is also a new minor character named Bob the Janitor, represented musically by Yankovic's signature instrument, the accordion. After a long conflict between Peter and the wolf, Peter catches the wolf with dental floss. The moral of the story is "Oral hygiene is very important, make sure you see your dentist at least twice a year".
"The Carnival of the Animals - Part Two" is a parody of The Carnival of the Animals by Camille Saint-Saëns. Composer Wendy Carlos wrote new music for both stories. The introduction explains: "Camille, in his research, was slightly behind, and I guess that some critters just plain slipped his mind, so to fill in this void in the Animal Kingdom, I'll read some new verses. I'm not gonna sing 'em."
On the LP and cassette releases, each side is one continuous track; the CD separates the parts of side 2.