Babes in Toyland is a 1961 American Christmas musical film directed by Jack Donohue and distributed to theaters by Buena Vista Distribution. It stars Ray Bolger as Barnaby, Tommy Sands as Tom Piper, Annette Funicello as Mary Contrary, and Ed Wynn as the Toymaker. The film is based upon Victor Herbert's popular 1903 operetta Babes in Toyland. There had been a 1934 film also titled Babes in Toyland starring Laurel and Hardy, and three television adaptations prior to the Disney film, but Disney's was only the second film version of the operetta released to movie theatres and the first in Technicolor. 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. The toy soldiers later appeared in Christmas parades at the Disney theme parks around the world. Funicello said it was her favorite filmmaking experience. Plot A stage play begins, presented by Mother Goose and her talking goose, Sylvester, about Mary Contrary and Tom Piper, who are about to be married. 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 lives with Mary informs her of some sheep tracks leading into the Forest of No Return. The children sneak away into the forest