The villainous Barnaby has fallen in love with sweet Mistress Mary Quite Contrary. If he can’t buy her love, then he’ll force her to marry him by threatening to foreclose on her mother, the poor Widow Piper. Mary already has her heart set on marrying Barnaby’s nephew Alan — but not if Barnaby can help it! He hires two bumbling ruffians to do away with Alan, but Alan returns to Mother Goose Land amidst much rejoicing. Mary journeys to the mysterious Toyland through the dangerous Spider Forest. But wait! Barnaby hasn’t given up, and he herds the whole gang of Mother Goose Land characters to Toyland in pursuit of Mary. There we encounter the magical mystery of Toyland as we meet the Master Toymaker and his quirky assistants Grumio and Marmaduke.