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| Ray Bolger | Barnaby |
| Tommy Sands | Tom Piper |
| Annette | Mary Contrary |
| Ed Wynn | Toymaker |
| Tommy Kirk | Grumio |
| Kevin Corcoran | Boy Blue |
| Henry Calvin | Gonzorgo |
| Gene Sheldon | Roderigo |
| Mary McCarty | Mother Goose |
| Ann Jillian | Bo Peep |
| Brian Corcoran | Willie Winkie |
| Jerry Glenn | Simple Simon |
| John Perri | Jack-be-Nimble |
| David Pinson | Bobby Shaftoe |
| Bryan Russell | The Little Boy |
| James Martin | Jack |
| Leanna Dowding | Jill |
| Melanie Arnold | Twin |
| Marilee Arnold | Twin |
Mary Contrary is set to marry Tom Piper when he is kidnapped by Roderigo and Gonzorgo, two goons working for the evil Barnaby . Barnaby wants to marry Mary for her inheritance. Instead of killing Tom as instructed, Roderigo and Gonzorgo sell him to Gypsies, which allows Tom to rescue Mary. Soon afterward, Tom and Mary encounter the odd Toymaker, who becomes a pawn in Barnaby's new scheme.
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