Tom the Piper's Son is about to marry Mary Quite Contrary. On the eve of their wedding, evil miser Barnaby hires two henchmen to drown Tom and steal Mary's sheep, cared for by Little Bo Peep, thus depriving Mary and the children she lives with of their livelihood, forcing her to marry Barnaby. The sheep are stolen, but Gonzorgo and Roderigo, Barnaby's henchmen, double-cross him by selling Tom to a band of gypsies instead, leaving Tom with the opportunity to escape and make his way with Mary, Bo-Peep, and other Mother Goose characters to Toyland. Written by Albert Sanchez Moreno

At the 1893 Chicago World's Fair, sideshow barker Flo Ziegfeld turns the tables on his more successful neighbor Billings, and steals his girlfriend to boot. This pattern is repeated throughout their lives, as Ziegfeld makes and loses many fortunes putting on ever bigger, more spectacular shows (sections of which appear in the film). French revue star Anna Held becomes his first wife, but it's not easy being married to the man who "glorified the American girl." Late in life, now married to Billie Burke, he seems to be all washed up, but...