Ollie Dee and Stanley Dum try to borrow money from their employer, the toymaker, to pay off the mortgage on Mother Peep’s shoe and keep it and Little Bo Peep from the clutches of the evil Barnaby. When that fails, they trick Barnaby into marrying Stanley Dum instead of Bo Peep. Enraged, Barnaby unleashes the bogeymen from their caverns to destroy Toyland.

On a boring winter afternoon, Alice dreams, that she’s visiting the land behind the mirror. This turns out to be a surrealistic nightmare, with all sorts of strange things happening to her, like changing her size or playing croquet with flamingos.