A baby falls asleep. The little one and his stuffed puppy visit Lullaby Land, filled with everything that a baby needs. He dreams of a land where powder puffs and pacifiers grow on trees. But look out! Stay out of the Forbidden Garden, where "things are sharp and things are hot, and baby mustn't touch!" ("Lullaby Land of Nowhere")
A young toddler gets rocked to bed by his mother. He then goes into his dreamland with his stuffed puppy. Everywhere there are pacifier-covered trees, powdering stations, and other places. He then witnesses a parade of baby-related items such as baby chairs, castor oil, safety pins, diapers and others. When the baby and his stuffed toy walk around, they stumble around the Forbidden Garden, where sentient ink bottles, garden pliers, and pincushions roam around. When the stuffed dog walks around, he gets stung by one of the pincushions. He then tears it up while the baby goes into a box of matchsticks. The baby then ignites one, but then he gets burnt. The baby and the stuffed puppy make a run for them, as where the ignited matches chase them. They then swim on a bar of soap, where the matchsticks turn into living smoke clouds. They then turn into the “Boogeymen”, which turn into different shapes and sizes. The boogeymen then chase the baby and the stuffed puppy, but the boogeymen disappear away. Sandman then appears, throwing magic sand on the baby and the stuffed animal, putting them to sleep.
- Walt Disney Treasures: Silly Symphonies
- The Silly Symphony was referenced in the Disneyland attraction, Storybook Land Canal Boats.
- The boogeymen can also be unleashed with just three claps as heard in a 1934 Christmas special on The Hall of Fame (a NBC radio show) when Walt Disney used them to scare Donald Duck away.