A baby is transported to Lullaby Land, where pacifiers grow on trees, diapers, bottles, and potty chairs march on parade, and the gingham dog comes to life. He wanders into the "keep out" cave, full of things like scissors, knives, and fountain pens that are not for baby and begins smashing watches with hammers and playing with giant matches. The matches chase after him; baby escapes by riding a bar of soap across a pond, but the smoke from the matches turns into boogey-men. The benevolent sandman, dressed as a wizard, spots baby hiding and works his magic, bringing us back to the real nursery.
| Visual Effects | Roy Williams | Animation |
| Directing | Wilfred Jackson | Director |
| Visual Effects | George Drake | Animation |
| Visual Effects | Ed Love | Animation |
| Directing | Ferdinand Horvath | Layout |
| Directing | Charles Philippi | Layout |
| Visual Effects | Marvin Woodward | Animation |
| Production | Walt Disney | Producer |
| Visual Effects | Louie Schmitt | Animation |
| Visual Effects | Hamilton Luske | Animation |
| Directing | Hugh Hennesy | Layout |
| Visual Effects | Ben Sharpsteen | Animation |
| Visual Effects | Leonard Sebring | Animation |
| Visual Effects | Art Babbitt | Animation |
| Visual Effects | Bob Kuwahara | Animation |
| Visual Effects | Dick Huemer | Animation |
| Sound | Leigh Harline | Original Music Composer |
| Sound | Frank Churchill | Original Music Composer |
