Book-cover characters climb off their volumes and come to life. The film opens with an old man in a rocking chair who is reading Alice in Wonderland. He blows out his candle, puts his book aside and heads towards his bedroom. Alice comes out of the book, runs across the table and turns on a radio to hear a crooner performing the title song. Dozens of book characters get up and dance. As she dances by a copy of "Robinson Crusoe," both Crusoe and his man Friday pop out. Rip Van Winkle awakes from his book and comes out. The Three Musketeers come out of their book and join in. Such other characters as Napoleon, Omar Khayyam and Henry VIII also appear. Marc Antony steps out of "Antony and Cleopatra" and introduces master violinist Emperor Nero (complete with a scene of Rome burning in the background). Cleopatra emerges from the book and dances. Alice calls for Uncle Tom to come out of his book. "I'm comin'!", shouts Tom, as he steps into spotlight in blackface and sings "Got the South in My Soul." As Alice is watching Tom, a very scary Mr. Hyde sneaks out of "Dr. Jekyll and Mr. Hyde" and snatches Alice away. Tarzan, Crusoe, Friday, Robin Hood and the Three Musketeers all attack Hyde, who leaps into a box for safety. The characters close up the box and throw it into a trash can.