Building Entertainment: The films of the Walt Disney Studios. Babes in Toyland

Welcome to my weekly discussion of the films of the Walt Disney Studio. I’m proceeding mostly chronologically. The title comes from a quote from Walt, “I never called my work an ‘art’ It’s part of show business, the business of building entertainment.”

Title: Babes in Toyland

Year: 1961

Source materials: The film is based upon Victor Herbert’s popular 1903 operetta Babes in Toyland.


Budget:  $3 million

Box office: $4.6 million

Plot: The film begins as a stage play presented by Mother Goose and her talking goose, Sylvester, about Mary Contrary and Tom Piper, who are about to be married.

02 Sylvester and Mother Goosebabesintoylandmarytom


The miserly and villainous Barnaby hires two crooks, dimwitted Gonzorgo and silent Roderigo. They are to throw Tom into the sea and steal Mary’s sheep, depriving her of her means of support, to force her to marry Barnaby. Mary is unaware that she is the heir to a fortune, but Barnaby is aware and wants it all for himself. Gonzorgo and Roderigo decide to sell Tom to the Gypsies 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 Land that Tom has accidentally drowned. They show Mary a forged letter in which Tom tells Mary he is abandoning her, and she would be better off marrying Barnaby.


Mary, believing she is destitute, reluctantly accepts the proposal from Barnaby. Barnaby unknowingly arranges for the same Gypsies who have Tom to provide entertainment for the wedding. Tom, disguised as the Gypsy Floretta, reveals himself, and Barnaby pursues the frightened Gonzorgo and Roderigo, furious at their deception.


One of the children who live with Mary informs her of some sheep tracks leading into the Forest of No Return. The children sneak away into the forest to search for the missing sheep. The trees of the forest awaken and capture them. Tom and Mary follow and find the children in the forest, where they tell stories about the live trees. The trees seem just like ordinary trees to Tom and Mary. Tom, Mary, and the children camp for the night. In the morning, the trees once again come to life and explain that they are now in custody of the Toymaker in Toyland (who is also the Mayor and Chief of Police). Tom, Mary, and the children happily continue on, escorted part of the way by the trees.

Through the windows of the Toymaker’s house they watch the Toymaker’s brilliant apprentice, Grumio, present a new machine that makes toys without any manual labor. Overjoyed, the Toymaker speeds up the machine to such a high rate that it explodes, destroying every toy in the factory. Tom, Mary, and the children offer to help make more toys in time for Christmas.


Grumio presents another invention, a shrinking “gun” that reduces everyday objects to toy size. He warns that if it is used on anything more than once, the shrunken object disappears completely. The Toymaker is at first delighted at the idea of producing toys by shrinking life-sized objects, but then Tom points out the impossibility of finding enough everyday objects to shrink down into the large quantity of toys needed for Christmas. The Toymaker berates Grumio for his stupidity and throws the shrinking gun out the window in disgust.


Barnaby, who has been spying on them, takes the discarded shrinking gun and uses it to shrink the Toymaker and Tom. When Barnaby’s henchmen see him threatening to shoot Tom a second time, they abandon Barnaby. They try to flee, but Barnaby shoots them and locks them up with Tom in a birdcage.


Barnaby forces Mary to marry him by threatening to destroy Tom, and he threatens to destroy the Toymaker if he refuses to preside over the wedding ceremony. While the Toymaker draws out the ceremony, Gonzorgo and Roderigo rescue Tom, and the three of them sneak away and return with an army of toy soldiers to fight Barnaby. Barnaby easily demolishes the toy soldiers. He is about to obliterate Tom with another dose from the shrinking gun, but Mary destroys it with a toy cannon. The liquid splatters all over Barnaby and shrinks him to toy size. Tom, after challenging Barnaby to a duel with swords, stabs Barnaby, who falls from a great height into an empty toybox.


During the battle with Barnaby, Grumio creates and presents another new invention, one that returns miniaturized people and items to their original size. He immediately uses it on the Toymaker, Gonzorgo, and Roderigo, but not on Barnaby. Grumio is about to use it on Tom, but after reminding Grumio that he is the head toymaker and that Grumio is just his assistant, the Toymaker uses the invention himself to return Tom to his natural size.


A few days later, Tom and Mary are married attended by all of Mother Goose Village including Gonzorgo and Roderigo as well as the trees from the Forest of No Return, and everyone lives happily ever after. The stage curtains closes revealing the titles; “The End. A Walt Disney Production.”

Background: Walt Disney announced the film in 1955 as an animated feature. In 1956 he said he wanted to make it the following year, and assigned Bill Walsh to produce and Sidney Miller to direct. Filming was delayed, then the project was reactivated as a live action movie – Disney’s first live action musical. In June 1960 Disney said “We’re updating the lyrics; the music, of course, is Victor Herbert’s. March of the Toys will be done in animation. I’ll be using fantasy with ‘live’ more and more. I’ve decided people should play people and shouldn’t be animated – only the effects should.”

In March 1961, Disney said he wanted to create a film of the standard of The Wizard of Oz. “It’s like a Disney cartoon only with live actors”, said one Disney executive. Jack Donohue was signed to direct, following his success on Broadway directing Top Banana and Mr. Wonderful, and his work on TV spectaculars for Dean Martin and Frank Sinatra.

Changes from the Source Material: The plot, and in some cases the music, bear little resemblance to the original, as Disney had most of the lyrics rewritten and some of the song tempos drastically changed, including the memorable song “Toyland”, a slow ballad, which was sped up with only the chorus sung in a march-like rhythm.

Cast: Annette Funicello, Ed Wynn, Tommy Kirk, Kevin Corcoran, Henry Calvin, and Gene Sheldon return.

Ray Bolger as Barnaby/Crooked Man. He is best known for his role as the Scarecrow and “Hunk” in The Wizard of Oz.  His Broadway credits included Life Begins at 8:40, On Your Toes, By Jupiter, All American and Where’s Charley?,for which he won the Tony Award for Best Performance by a Leading Actor in a Musical. Films include Stage Door Canteen, The Harvey Girls,and an uncredited cameo in Annie. Tommy Sands Tom Piper. Sands became an overnight sensation and instant teen idol when he appeared on Kraft Television Theater in January 1957 as “The Singin’ Idol”. The song from the show, “Teen-Age Crush”, reached No. 2 on the Billboard Hot 100 and No. 1 on Cashbox. Other films include Mardi Gras, The Longest Day, Ensign Pulver, None but the Brave, and The Violent Ones.

Mary McCarty as Mother Goose. perhaps best known for her role as nurse Clara Willoughby on the television series Trapper John, M.D. McCarty’s Broadway credits included Anna Christie, Chicago, Irene, Follies, A Rainy Day in Newark, Bless You All, Miss Liberty, Small Wonder, and Sleepy Hollow. Her films as an adult included The French Line, All That Jazz, and Somebody Killed Her Husband. Ann Jilliann as Bo Peep. She is possibly best known for her role as the vampy Cassie Cranston on It’s a Living. She also appeared in Gypsy and Mr. Mom.

Songs: Songs written by Victor Herbert and arranged by George Bruns

  • “Mother Goose Village”
  • “Lemonade”
  • “We Won’t Be Happy Till We Get It”
  • “Just a Whisper Away”
  • “Slowly He Sank to the Bottom of the Sea”
  • “Castle in Spain”
  • “Never Mind, Bo-Peep”
  • “I Can’t Do the Sum”
  • “Floretta”
  • “Forest of No Return”
  • “Go to Sleep”
  • “Toyland”
  • “Workshop Song”
  • “Just a Toy”
  • “March of the Toys”
  • “Tom and Mary”

Critical Reception:Film critic A. H. Weiler wrote in his review: “ONLY a misanthrope would glower at Babes In Toyland, which, with the stage show featuring the annual pageant of The Nativity, was ushered in yesterday as the Music Hall’s holiday attractions. Since this officially is the time to be merry, let us say that Walt Disney’s packaging of Victor Herbert’s indestructible operetta is a glittering color and song and dance-filled bauble artfully designed for the tastes of the sub-teen set. Adults would have to be awfully young in mind to accept these picture-book caperings of the Mother Goose coterie as stirring stuff. This Toyland is closer to Disneyland, but who ever heard of an adult winning an argument on that issue?”


Legacy: The toy soldiers later appeared in Christmas parades at the Disney theme parks around the world (I took this photo).

My take: This film was filmed all on a soundstage and is intentionally staged that way. Bolger is almost unrecognizable. The toy soldiers are done by some janky stop-motion, and there are a few Native-American toys that… well…

Available on Disney +?: Yes

Next Week: Almost Angels