A little girl is eating too many snacks, and she doesn't realize that it is her bedtime. Then the Sandman comes out of nowhere and, sure enough, the girl falls asleep in the blink of an eye. Just then, she has a dream that she is in Toyland, where she encounters all kinds of fairy tale characters. They sing her a welcome song and then meet a friendly toy soldier for the first time while marching in a Toyland parade. Just then, they open a book called Beauty and the Beast and sing the title song from out of the pages, but as soon as they are about to get to the next page, a horrible, monstrous beast is about to take her captive. Sure enough, it's an all-out brawl between the girl and the beast. Even a toy airplane can't soothe the savage beast. When she realizes that it's all a bad dream, she gets scared and jumps back into bed, but when she covers herself with the blanket, the flap of her pajamas hangs out when she goes back to sleep.
Some older syndicated prints of this cartoon shorten the part where Humpty Dumpty topples off the wall and shatters into a half-dozen dancing or skating wooden ducks. This was most likely done for time and pacing reasons.
- This is the second Warner Bros. cartoon to be produced in Cinecolor. After this, they moved on to 2-strip Technicolor in 1935 and 3-strip Technicolor in 1936. Warner Bros. would go back to producing a few cartoons in Cinecolor in 1947 to save money.
- This is the first Merrie Melodies cartoon to be directed by Friz Freleng by himself as his previous solo directed cartoons from Warner Bros. were only Looney Tunes cartoons.
- The previous Merrie Melodies cartoon that he directed a year before was mainly directed by Rudolf Ising.
- The 1995 Turner print of this short uses the Jester ending title card with Dubbed 1995 notice, with the original audio left intact.