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Babes in Toyland is a 1961 American live-action musical Christmas film in Technicolor, based upon Victor Herbert's popular 1903 operetta of the same name.

It was directed by Jack Donohue and produced by Walt Disney.


The film begins as if it were a stage play presented by Mother Goose and her wise-cracking, talking goose companion, Sylvester J. Goose, about two nursery rhyme characters, Mary Contrary and Tom Piper, who are about to be married. At the same time Barnaby, a miser, is hiring his henchman, Gonzorgo and Roderigo, to drown Tom in the sea and steal Mary's sheep, thus depriving her of her means of support, and forcing her to marry him instead. (She has just come into a huge inheritance of which she is obviously unaware, but somehow it is never explained how Barnaby knows about it and intends to get it for himself.) After smashing Tom on the head with a hammer and tying him in a bag, Gonzorgo and Roderigo pass by a gypsy camp. They decide to sell him to them instead of drowning him in order to collect a double payment.

Gonzorgo and Roderigo return and tell Mary, Barnaby, and the citizens of Mother Goose Village that Tom has accidentally drowned. They show Mary a phony letter in which he tells her that he is abandoning her for her own good and that she would be better off marrying Barnaby. She, believing she is destitute, reluctantly accepts the proposal from Barnaby. He unknowingly arranges for the same gypsies that have Tom to provide entertainment for the marriage. Tom, disguised in drag as the gypsy Floretta, reveals himself and Barnaby pursues the frightened Gonzorgo and Roderigo, furious at their deception. One of the children informs Mary of some sheep tracks leading into The Forest of No Return.

The children, still eager to find their sheep, sneak away into the forest to search for them. The trees come to life and capture them. Tom and Mary follow and find them in the forest telling stories about the trees, which, at the moment, seem like ordinary ones. They camp out for the night, and in the morning the trees once again come to life and inform them that they are now in custody of Mr. Toymaker in Toyland. Excited by this, they happily continue on, escorted part of the way by the trees.

Through the windows of Mr. Toymaker's house they watch his rather incompetent apprentice, Grumio, present a new machine that makes toys without any manual labor. Overjoyed, he speeds it up to such a high rate that it explodes, destroying every toy in the factory. The family comes in and offers to help make more toys in time for Christmas.

Grumio also presents another invention called the Poof Gun which can shrinks things down to toy size, and if it's used on anything more than once, they will disappear completely. Barnaby, who had been spying on everyone, shrinks Mr. Toymaker and Tom. When Gonzorgo and Roderigo see him threatening to give Tom two more doses from the Poof Gun, they abandon Barnaby and run. They, too, are shrunk and locked up with Tom in a birdcage.

Barnaby awakens Mary and starts a marriage ceremony threatening to destroy Tom if she resists, and to destroy Mr. Toymaker if he refuses to marry them. While he delays the marriage Tom sneaks away with the help of Gonzorgo and Roderigo, and returns with an army of toy soldiers to fight Barnaby. He easily demolishes them, and is about to obliterate Tom with another dose from the Poof Gun, but Mary destroys it with a toy cannon. The formula splatters all over Barnaby, and shrinks him. He is challenged to and engages in a sword duel with Tom which he loses. (Whether or not he is killed has been debated; in the film, Tom seems to stab him and he falls from a great height into a toy box, from which he never emerges. Movie tie-ins, however, showed him merely accidentally backing into a giant chest and then being imprisoned in the birdcage.)

After the fight is over, Grumio once again presents a new invention, this time returning people to their normal size. It is promptly used on Tom, Mr. Toymaker, Gonzorgo, and Roderigo, but not on Barnaby. Tom and Mary are married and live happily ever after.


Song list

Main article: Babes in Toyland (soundtrack)



  • The film's copyright was renewed on February 6, 1989.[1] The copyright to the opera it is based on was also renewed in the U.S.,[2] but it is now in the public domain.
  • During the wedding scene at the end, Bo Peep initially has her staff, but when the camera angle changes, it's gone. Moments later, it is seen next to Gonzorgo and Roderigo when she walks over and picks it up.
  • The toy soldiers appear around wintertime in the Christmas parades in the Disney Parks. Additionally, props and sets from the film were on display in the Main Street Opera House at Disneyland from December 1961 to September 1963 when the exhibit was replaced by Great Moments with Mr. Lincoln.


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Babes in ToylandSoundtrack
Tom PiperMary ContraryBarnabyGonzorgo and RoderigoMr. ToymakerGrumioMother GooseSylvester J. GooseBo PeepBoy BlueWillie Winkie
Mother Goose VillageBarnaby's HouseThe Forest of No ReturnToyland
Toy SoldiersShrinking FormulaPoof Gun
Mother Goose Village and LemonadeWe Won't Be Happy 'Till We Get ItMary, Mary Quite ContraryJust A Whisper AwaySlowly He Sank to the Bottom of the SeaCastle in SpainNever Mind, Bo-PeepI Can't Do The SumFlorettaThe Forest of No ReturnToylandWorkshop SongJust A ToyMarch of the ToysTom and Mary