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The liquid splatters all over Barnaby and shrinks him to toy size.

It stars Ray Bolger as Barnaby, Tommy Sands as Tom Piper, Annette Funicello as Mary Contrary and Ed Wynn as the Toymaker.

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There had been a 1934 film also titled Babes in Toyland starring Laurel and Hardy, and three television adaptations prior to the Disney film, but Disneys was only the second film version of the operetta released to movie theatres and the first in Technicolor.

The plot, and in some cases the music, bear little resemblance to the original, as Disney had most of the lyrics rewritten and some of the song tempos drastically changed, including the memorable song Toyland, a slow ballad, which was sped up with only the chorus sung in a march-like rhythm.

The miserly and villainous Barnaby hires two crooks, dimwitted Gonzorgo and silent Roderigo.

They are to throw Tom into the sea and steal Marys sheep, depriving her of her means of support, to force her to marry Barnaby.

Mary is unaware that she is the heir to a fortune, but Barnaby is aware and wants it all for himself.

Gonzorgo and Roderigo decide to sell Tom to the Gypsies instead of drowning him, in order to collect a double payment.

They show Mary a forged letter in which Tom tells Mary he is abandoning her, and she would be better off marrying Barnaby.

Mary, believing she is destitute, reluctantly accepts the proposal from Barnaby.

Barnaby unknowingly arranges for the same Gypsies who have Tom to provide entertainment for the wedding.

Tom, disguised as the Gypsy Floretta, reveals himself, and Barnaby pursues the frightened Gonzorgo and Roderigo, furious at their deception.

The children sneak away into the forest to search for the missing sheep.

Tom and Mary follow and find the children in the forest, where they tell stories about the live trees.

In the morning, the trees once again come to life and explain that they are now in custody of the Toymaker in Toyland (who is also the Mayor and Chief of Police).

Tom, Mary, and the children happily continue on, escorted part of the way by the trees.

Overjoyed, the Toymaker speeds up the machine to such a high rate that it explodes, destroying every toy in the factory.

Tom, Mary, and the children offer to help make more toys in time for Christmas.

He warns that if it is used on anything more than once, the shrunken object disappears completely.

When Barnabys henchmen see him threatening to shoot Tom a second time, they abandon Barnaby.

They try to flee, but Barnaby shoots them and locks them up with Tom in a birdcage.

While the Toymaker draws out the ceremony, Gonzorgo and Roderigo rescue Tom, and the three of them sneak away and return with an army of toy soldiers to fight Barnaby.

He is about to obliterate Tom with another dose from the shrinking gun, but Mary destroys it with a toy cannon.