Ollie Dee and Stanley dumb decide to try to borrow money from their company, the toy maker, to cover the mortgage on Mother Peep's shoe off and keep it and Little BoPeep from the clutches of the evil Barnaby. When that fails, then they trick Barnaby in to marrying Stanley dumb alternatively of bo-peep. Enraged, the bogeymen are unleashed by Barnaby from their caverns.