Babes In Toyland is Walt Disney's first live action musical. Taken from the Victor Herbert operetta, the evil landlord Barnaby (Ray Bolger) is out to eliminate Tom (Tommy Sands) in order to marry Mary (Annette Funnicello). Tom is driven to the land of no return and presumably killed. Barnaby's henchmen sell Tom to the gypsies, pocket the money and pretend to have murdered the lovestruck victim. A kindly toymaker (Ed Wynn) loses his shop in an explosion, with Tom and Mary coming to his aid. Barnaby faces off for a battle against an army of wooden soldiers that is magically brought to life. Songs and dance are prominent throughout the story.