This second film adaptation of the Victor Herbert operetta Babes in Toyland was producer Walt Disney's Christmas offering for 1961. The 1903 Herbert original had very little in the way of a plot, so screenwriters Joe Rinaldi, Lowell S. Hawley, and Ward Kimball lifted elements from the 1934 filmization of Toyland, which starred Laurel and Hardy. Annette Funicello plays Mary Contrary, about to wed Tom Piper (Tommy Kirk) in the heart of Mother Goose Village. The villainous Barnaby (played by the far-from-menacing Ray Bolger), who covets Mary for himself, orders his bumbling henchmen Gonzorgo (Henry Calvin) and Roderigo (Gene Sheldon) to do away with Tom (Calvin and Sheldon are Disney's "answer" to Laurel and Hardy, and they're quite funny). Hoping to turn a profit, Gonzorgo and Roderigo sell Tom to a band of gypsies, enabling Tom to make a surprise return-in old-lady drag!--to rescue Mary from Barnaby's clutches. Later, Mary's younger siblings (including Disney "regular" Moochie Corcoran) wander into the Forest of No Return, compelling Tom and Mary to go after them. Everyone winds up in Toyland, where they help the Toymaker (Ed Wynn) and his invention-happy assistant Grumio (Tommy Kirk) meet their quota for Santa Claus. It must needs be that Barnaby also shows up in Toyland; stealing Grumio's latest invention, a "shrink gun", Barnaby threatens to miniaturize Tom into nothingness unless Mary accepts his proposal of marriage. The teeny-tiny Tom saves the day by activating an army of toy soldiers to thwart Barnaby once and for all. Though lavishly and meticulously produced, Babes in Toyland lacks the essential appeal of the minimalist Laurel and Hardy version. Still, the Disney remake has a great deal going for it, including captivating stagings of such Victor Herbert compositions as "I Can't Do That Sum", "Just a Toy", "Floretta", "Castle in Spain", "We Won't be Happy Til We Get It", "Lemonade", "Just a Whisper Away", "Toyland", and "March of the Toys". Keep an eye peeled for 11-year-old Ann Jillian, making her screen debut as Bo Peep.