This second film adaptation of the Victor Herbert operetta Babes in Toyland was producer Walt Disney's Christmas offering for 1961. The 1903 Herbert original had very little in the way of a plot, so screenwriters Joe Rinaldi, Lowell S. Hawley, and Ward Kimball lifted elements from the 1934 filmization of Toyland, which starred Laurel and Hardy. Annette Funicello plays Mary Contrary, about to wed Tom Piper (Tommy Sands) in the heart of Mother Goose Village. The villainous Barnaby (Ray Bolger), who covets Mary for himself, orders his bumbling henchmen Gonzorgo (Henry Calvin) and Roderigo (Gene Sheldon) to do away with Tom. Hoping to turn a profit, Gonzorgo and Roderigo sell Tom to a band of gypsies, enabling Tom to make a surprise return-in old-lady drag to rescue Mary from Barnaby's clutches. Later, Mary's younger siblings (including Disney regular Moochie Corcoran) wander into the Forest of No Return, compelling Tom and Mary to go after them. Everyone winds up in Toyland, where they try to help the Toymaker (Ed Wynn) and his invention-happy assistant Grumio (Tommy Kirk) meet their quota for Santa Claus despite the continued meddlings of Barnaby. Keep an eye peeled for 11-year-old Ann Jillian, making her screen debut as Bo Peep.