The Land of Nursery Rhyme is not the happy place it once was: the subjects are quarrelsome, no-one from the Land of Childhood visits them anymore and there is a general atmosphere of gloom. Their queen, Imagination, who is also rightful ruler of the Land of Childhood, reveals that children are under a spell and that she has been usurped by the monster HE, whose wicked minions (including the Bug-eyed Loons) ensure Imagination remains exiled. But then some of the evil ones swap sides and the struggle for the Land of Childhood is on with a vengeance