Mary Contrary (Annette) is set to marry Tom Piper (Tommy Sands) when he is kidnapped by Roderigo (Gene Sheldon) and Gonzorgo (Henry Calvin), two goons working for the evil Barnaby (Ray Bolger). Barnaby wants to marry Mary for her inheritance. Instead of killing Tom as instructed, Roderigo and Gonzorgo sell him to Gypsies, which allows Tom to rescue Mary. Soon afterward, Tom and Mary encounter the odd Toymaker (Ed Wynn), who becomes a pawn in Barnaby's new scheme.