A little girl has a late night snack and falls asleep. She finds herself in a land where toys and nursery rhymes have come to life. Three heralds sing a welcome song warning her of the beast. Six wooden soldiers march in formation; she kisses the leader, who blushes and falls for her. Speaking of falling, Humpty Dumpty laughs at this and falls off, revealing five wooden ducks who do a song-and-dance number, ending by crashing into some alphabet blocks and spelling out 'nertz.' The soldier leads the girl to a bookshelf, where they sing the title song (helped by some other books). The finish, turn the page, and the beast comes out of the page after her. A fight ensues, with the soldier sending a toy airplane after the beast (it shaves stripes in its fur), along with some less effective attacks. The attack wakes the little girl up, and she climbs into her bed.