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We all have our good years and our bad years that we can recall. For me, 2013 was not a very good year. To make a long story short, everything from February onward culminated in a deep depression that lasted through most of the fall. What helped me out of it? Well, Team Starkid released what is to date their best show, Twisted, for starters. But that same Thanksgiving weekend Twisted premiered online, I rediscovered a piece of my childhood almost untouched by time. A movie that, despite its age and subject, wore down the walls of cynicism, made me forget the troubles of the outside world for 75 minutes, and had me smiling genuinely for the first time in months.

That movie is what I’ll be reviewing today.

Babes in Toyland began life as an operetta/pantomime by Victor Herbert in 1903, and you’ll never find a straight adaptation or production of the original libretto put on today. Why?


There’s gruesome murders, convoluted schemes, love octagons, too many characters to keep track of, needlessly dark subplots, and I’m not even touching the random fantasy elements thrown in. If you want some idea of what the story is supposed to be, then by all means read Jay Davis’ Babes in Toyland retrospective (coincidentally written in 2013). Despite this, the show was tremendously popular and led to many theatrical reimaginings of magical family-friendly stories like The Wizard of Oz and Peter Pan. In the former’s case, it was those stage adaptations that paved the way for the classic 1939 movie. But because Babes in Toyland was first and foremost a musical, a film adaptation had to wait until silent pictures became talkies. And when it did come to the big screen, it took a turn that few expected.

Enter Hal Roach, famed producer of comedy vehicles for stars of the 20s and 30s such as Will Rogers, Thelma Todd, the Little Rascals, and of course, Stan Laurel and Oliver Hardy. Once movie rights for Babes in Toyland were made available, Roach saw the comic potential for Laurel and Hardy and snagged ’em. His initial treatment didn’t impress Stan Laurel much, though. Few know that Laurel took his craft very seriously and was prone to rewriting scripts to milk as many laughs from it as possible. While this might sound like the workings of a control freak prima donna, he actually knew what he was doing. This Babes in Toyland, later re-titled March of the Wooden Soldiers to differentiate it from the others, is full of entertaining comic setpieces, lines, and characters, and has a tight plot that ties them all together. It is very much Stan Laurel’s movie more than it is Hal Roach’s.

And in hindsight, we have him to thank for the grand tradition of rewriting Babes in Toyland so it’s almost nothing like the operetta and no two versions are the same. That’s something I’m also grateful for.

But perhaps the greatest contribution Laurel might have made to March of the Wooden Soldiers is how naturally he and Hardy step into the role of main character. See, the leads in all the other takes on Babes in Toyland are love interests usually named Tom and Mary, and they are so mind-numbingly boring. If Angelina Jolie and Halle Berry hooked up with Kevin Costner and Robert Pattinson, their non-existent chemistry wouldn’t be half as dull as the parade of Toms and Marys doing nothing but pining for each other. They take time away from the characters who have real personalities and make those other Babes in Toyland far less interesting or fun to watch.

March of the Wooden Soldiers, on the other hand, does something radical when it comes to naming its leads – it takes the funny side cast we want to see more of and makes them the focus while putting the traditional romantic protagonists in the background. Normally handing over the spotlight to the comic relief characters is a bad idea (COUGHMINIONSCOUGH). But when those side characters-turned-leads are played by the most iconic comedic duo of all time, well, let’s just say we’re in good hands.

Ah yes, I should mention one more thing: the version of March of the Wooden Soldiers I’m taking screencaps from is the colorized version.

Don’t get me wrong, colorization almost never looks good on old black and white features. George Lucas made a powerful argument about how it messed with movies that were already perfect to begin with – which certainly came back to bite him in the ass later. But this is how I grew up with this film. For me, watching a black and white March of the Wooden Soldiers would be like watching Mary Poppins or The Wizard of Oz with the color completely sucked out. It just doesn’t feel right. The movie was supposed to be filmed in color, but unfortunately there wasn’t enough room left in the budget for Technicolor cameras so this is the closest thing we have to seeing how it was intended to look.

And while we’re at it, I might as well burn every bridge and admit I’m going with the first colorization. Yes, there are TWO color versions; the first that was made for home video and television in 1990, and the second for the blu-ray release that my brain can’t handle because Laurel and Hardy in colors that aren’t green and pink is automatically wrong. Even Drew Struzan knew that was the right palette! Take it from the gdamn professional artist!


So, you all still here? Yes? Good. On we go.

Old Mother Goose begins our film stepping out of a gigantic storybook and singing the most remembered song from the play, “Toyland”, a wistful nostalgic lullaby that harks back to innocent days of childhood past. She opens the book as the song continues and we’re introduced to our cast of main characters through pages of moving pictures, including Little Bo Peep, Tom-Tom the Piper’s Son, and our heroes Ollie Dee and Stannie Dumm. Then there’s the self-proclaimed meanest man in town Silas Barnaby the Crooked Man, who…


Years later is STILL staring into my soul….

The book opens to the last picture of Toyland, home to all your nursery rhyme favorites: Miss Muffet, Jack Horner, Mary Contrary, Simple Simon, Rock-a-Bye Baby in the tree top, the Three Little Pigs, Mickey Mouse – wait a minute!

Why the hell is there a baby up in a tree?! Was affordable child care really that unattainable even back in the thirties? Why is nobody calling social services on whatever neglectful parents stuck them there??

Oh, and there’s the small matter of live-action versions of notable cartoon characters/corporate mascots winding up in Toyland.


“Got ’em on loan from Disney. Them and half the cast of Fantasia.”

Movie reference aside, that’s actually not too far from the truth. Hal Roach was very good friends with Walt Disney. When he asked Walt if he could have Mickey Mouse and the Three Little Pigs, who by the way were some of his most popular characters at the time, appear in his movie, Walt was fine with it because not even copyright law can hold up against the power of friendship. But can you imagine a scenario like that happening today? Something as outlandish as, I don’t know, Olaf from Frozen playing a pivotal role in How to Train Your Dragon because Disney and Dreamworks’ head honchos were buddy-buddy? How do you think that would turn out?

dragon olaf

Apart from the obvious outcome, I mean.

And I suppose I should talk about how they are portrayed. Due to the limitations of the era, all the animal characters are portrayed by actors in rubber masks and suits, with the exception of Mickey. That’s actually a trained monkey in a costume. They’re not terrible; I think there’s a certain antiquated charm to the film’s aesthetic that very much shows the time this was made. I can kind of see how some people might be put off by this (Monkey Mouse’s all-black “eyes” in particular are a little unnerving if you stare too long). Unfortunately that’s been something of an overruling factor for those who’ve I’ve invited to watch this, and I’ve often been derided for liking the “really creepy” Babes in Toyland. But on the other hand…

So what you’re saying is YOUR Babes in Toyland movie can have guys in weird fake rubber foam costumes, but mine can’t? I must need a new prescription because I’m seeing double…standards, that is.


Say what you like, it’s still better than the Cats trailer.

Anyway, The Old Woman in the Shoe sends her many children off to school and says farewell to her eldest daughter Little Bo Peep (the lovely Charlotte Henry) as she attends to her sheep. But no sooner is Bo out to pasture than Barnaby slithers in to court her. Barnaby seems like your typical mustache-twirling melodrama villain, but Henry Brandon’s acting elevates him into a despicable, cunning creature; a withered, spiteful husk of a man second only to It’s A Wonderful Life’s Mr. Potter when it comes to truly hateful misanthropic misers. He’s not content unless everyone around him is suffering in some form or another, and if he can use his wealth or position to achieve that then all the better for him. He’s this movie’s Wicked Witch of the West minus the pyrokinesis.

And I’ll give you a moment to guess how old Brandon was when he was cast as Barnaby.

Give up?


Yes, twenty-one years old, and he convincingly plays a man at least three times that age! The story goes that Hal Roach saw Brandon playing a similar role in a show and asked to see him afterwards to offer him the part. But he was surprised when he met a hale and hearty young man instead of the crotchety old fart onstage!

Bo is less than comfortable with Barnaby’s advances and turns down his marriage proposal as politely as she can. He warns her to reconsider since, as the town’s official Scrooge, he wields enough power that he could make her regret her decision. But does Bo back down? Hell no!

I wouldn’t marry you if you were young, which you can’t be, if you were honest, which you never were, and if you were about to die tomorrow which is too much to hope for!

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This rejection doesn’t sit well with Barnaby and he informs Widow Peep that if she can’t pay the mortgage today, then he’s throwing her and her family out onto the streets – unless Bo agrees to marry him.


“Oh, that is despicable…I LOVE it!!”

Finally the real heroes of the picture make their entrance – Ollie comes down the stairs, but Stan accidentally gets locked in the bedroom so he jumps out the window and comes in through the front door. It’s like an odd reversal of how teenagers sneak back in the house after a night out. I always thought Stan and Ollie were some of Mrs. Peep’s kids who never left the nest, but they’re boarders who she treats like family. She sadly tells them they’ll have to look for a new place to live soon because there’s no way she could scrounge up enough money for Barnaby on time. And without a moment’s pause, Ollie sends Stan upstairs to give Mrs. Peep his life savings.

However that crowning moment of heartwarming is undercut by two things:

  1. All that Ollie has to his name amounts to less than two dollars.
  2. Stan already borrowed it without asking to buy peewees.

No, not THAT Pee Wee.

Peewees were popular toys back in the day that have since been associated with Laurel and Hardy due to this movie. You use a stick to hit a little woodblock shaped like a charcoal blender up into the air and see how far you can smack it before it falls back to the ground. Observe here.

Ollie assures Widow Peep they’ll get the money they need from their boss at the toy factory and they head off to work. But as is typical the characters he often played, Ollie’s hubris gets the better of him and he tries to outdo Stan in a game of peewees only to fail miserably. His hand-to-eye coordination is on a whole other level of ridiculously bad. What makes it even more hilarious is Stan’s reaction. He merely stands there smiling innocently, knowing how bad his friend is without saying a word, which infuriates Ollie even more.


“If you make one crack about me not being able to get my wood up…”


“What? I didn’t say anything. Though I’ve got some pills that might help if you’re that desperate.”


Stan takes over and his peewee hits Barnaby which OH DEAR GOD NOT AGAIN!!


The thing about a Barnaby is it’s got lifeless eyes, black eyes, like a doll’s eyes.

Barnaby punishes the two for their slight by snapping the pee wee stick and yanking out part of Ollie’s mustache, which is low even for him. Their cantankerous master known only as The Toymaker admonishes them for being a half hour late and STOP HOLD UP I CAN’T LET THIS GO. Back when I worked retail, being that late was frowned upon but understandable since I swear Crowley from Good Omens orchestrates my local highway’s traffic. Stan and Ollie, on the other hand, live right down the street from their workplace. They have no excuse for their tardiness.


“Pot, meet Kettle. I think you’ll find you have something in common.”

caricature self

“Writing’s a totally different situation and you know it, just…shut up!”

Bo, meanwhile, is running around town looking for her sheep since they scattered during Barnaby’s proposal. Tom-Tom (Felix Knight) shows up, sees how despondent she is, and tries to cheer her up with the next song, “Don’t Cry Bo Peep”. It turns into a big crowd number as he recruits the citizens of Toyland to join the search. Something interesting about March of the Wooden Soldiers is even though it’s technically considered a musical, it turns all of its songs with the exception of “Toyland” and the titular march over to Bo Peep and Tom. I don’t have much of an issue with it; they are the best singers in the cast. But you’d think for such a renowned musical they’d include some more of the original songs. The movie does make up for that by cleverly incorporating some of the tunes that didn’t make the final cut into the score. “Hurry ‘Til We’re Done” underscores the toy factory scenes, and “I Can’t Do The Sum” has been delightfully repurposed as Stan and Ollie’s leitmotif, especially during their more clueless moments.

The townsfolk disperse to continue the hunt while Tom sticks around to comfort Bo. Tom’s voice is of the old-fashioned operetta-sort that makes me swoon…when he’s singing. When he speaks he has an inexplicable country twang. Imagine going to hear Josh Groban sing like he always does but when he got up to thank the audience for coming he sounded like Stinky from Hey Arnold. All I’m saying is something doesn’t add up here.


“Gawrsh Miss Bo, I jus’ ’bout reckon you’re plum bluer than a frozen ox over the loss of them there sheep, ain’t cha?”

By the way, I know I complained earlier about Babes in Toyland’s love interests but believe me when I say their dullness does not apply to Bo Peep and Tom-Tom. There’s some playful chemistry between Henry and Knight that implies a history between the two. The whole town treats them like that couple – you know, the one where they’re so obviously in love but they’ll never admit it and everybody’s waiting for one of them to just freaking propose already? And they don’t just sit around wasting away from lack of the other’s presence; they’re constantly up and about doing things. When something happens to the other, they don’t hunker down and cry over it, they go and get shit done. Plus their scenes don’t take away from Laurel and Hardy’s scenes or vice-versa. There’s a perfect balance of the two so they never outstay their welcome.

Tom casually suggests that she could always marry someone like him and that’ll solve their problems and then pretends to lock her feet in the stocks until she changes her mind. But they both know the answer. Since this was a few years after the ultra-conservative Hays Code was put into effect, filmmakers had to get creative when it came to depicting passionate romance onscreen. As the two gaze at each other, the camera pans down to Bo’s feet in the stocks. They gyrate a bit before wiggling around wildly, hinting at one helluva makeout session happening a foot above.


A young Quentin Tarantino watched this and was overcome by the most peculiar of feelings…

The townsfolk interrupt their canoodling with the return of Bo Peep’s sheep. Tom takes the opportunity to announce their engagement and everyone erupts into a celebratory dance. And who should arrive in the midst of the revelry but Santa Claus himself come to check on the toy factory’s progress. Considering how small the factory is compared to his usual base of operations, I like to imagine these are the scabs he turns to whenever the elves go on strike or when he really needs to rush inventory. The Toymaker has Stan and Ollie show off their greatest creation, one of one hundred life-size wooden soldiers capable of movement with the push of a button.


And if all else fails, they’ll make for great photo ops at FAO Schwarz.

Jolly old St. Nick is impressed, but it’s not quite what he was hoping for. See, Stan and Ollie made one-hundred soldiers standing at six foot high – but Santa requested six-hundred soldiers standing one foot high.


And if this wasn’t already a fine mess the boys have gotten themselves into, the soldier gets out of hand, wrecks the workshop, and their attempts at subduing it only makes things worse. Santa doesn’t mind; he ho-ho’s the whole time even he’s knocked off his feet. But the furious Toymaker fires the two bunglers and chases them out.

So Stan and Ollie return home empty-handed AND jobless. Bo is under pressure to call off her engagement to save everyone from getting booted from the shoe. But Ollie comes up with a plan so clever you could pin a tail on it and call it a weasel. First it involves him and Stan sneaking into the toy factory that night.


Stannie’s Lone Ranger cosplay is severely lacking.

The present you see there is a Trojan horse hiding Ollie, which Stan will give to Barnaby under the guise of an early Christmas gift. Once it’s delivered and Barnaby goes back to bed, Ollie will get out and steal the mortgage from under his nose. Barnaby lets them into his house, though remarks that it’s pretty unusual to receive Christmas presents in the middle of July.

caricature self

“See? It takes place in July! This movie is perfectly appropriate for this month!”

A conveniently placed “Do Not Open Until Xmas” warning stops Barnaby from unwrapping his gift. Good to know Ollie thought of everything, or at least trusted Barnaby to not take a sneak peek five months early. So Stannie bids Barnaby good night and it seems like everything is going off without a hitch…

…until Stannie wishes Ollie good night as well and Ollie answers back.


Barnaby has the two arrested for attempted burglary and put on trial before the town. Old King Cole, who’s not so much a jolly old soul in this version as he is a fat bastard who derives almost as much joy from seeing other people miserable as Barnaby does, sentences them to be banished to the neighboring nightmare realm known as Boogeyland. But first they’ll be given a public dunking. What’s a dunking, you ask? It’s when you’re strapped to a chair that swings you over a body of water, dunks you in and nearly drowns you unless someone is kind enough to pull you back up first.

When I was a dumb kid who didn’t know any better, I thought the dunking looked so much fun, like it was some weird Double Dare-style water plaything. Then I learned during a Girl Scout trip to Medieval Times that this was in fact a torture device, one often used to “test” those accused of witchcraft.


I’m glad whomever rendered this included the ducks used to weigh this poor woman beforehand.

All hell breaks loose as Ollie is dunked and then very nearly drowns for real as the device snaps in two from his weight and takes several people down with it. And I’m not exaggerating about hell breaking loose either; from what I could gather the dunking sequence was very real torture to shoot. Stan Laurel tore some ligaments, an extra sued Stan for back injuries after he was thrown into the pond, and the actor who played King Cole ruptured his stomach lining because of his constant forced laughter. The chaos we’re watching onscreen is almost genuine.

Soon Bo has enough of watching helplessly from the sidelines and offers herself up to Barnaby in exchange for saving her friends and her home. It hurts her to do so, but she bravely goes ahead anyway because of how much she cares about her family, and not because she sucks at math and decides “oh well I guess I’ll marry the bad guy instead”. But even when Barnaby believes he’s won, she refuses to let him steal a victory kiss from her, showing that she may be beaten but she’s not letting go of her dignity.


“Bitch, don’t you EVEN.”

The dreaded wedding day approaches all too soon, and the only one thrilled about it is Barnaby. Stannie’s so sad he can’t even bring himself to go to the ceremony. In his own words, he’s “housebroken”. Bo’s mother makes one last tear-filled plea for mercy to Barnaby but the old skinflint will have none of it. Eventually Ollie leads the beleaguered bride to her new home where the wedding will be taking place. Barnaby shuts the entire town out, most likely because he doesn’t want eight-dozen voices shouting “I object!” at the “speak now or forever hold your peace part”, though Tom forlornly watches his true love through the window. The vows are exchanged, and Barnaby hands over the mortgage to Ollie who promptly tears it up. Ollie then lifts the heavy veil so he can kiss the bride and reveals –


Silas Barnaby, you’ve just been a victim of MTV’s Pranked:Wedding Edition!

And I only now just realized it, but this version of Babes in Toyland predates the Disney one when it comes to fooling Barnaby by dressing one of the protagonists in drag.

Barnaby runs out to tattle to the king and is ridiculed by the whole town. Ollie jokes that Stan has to stay since he’s now “married” to Barnaby, but Stannie breaks down in tears because he doesn’t want to be trapped in a loveless marriage. Don’t worry Stan, you’ve got over eighty years to get an annulment before it’s considered legal.

Toyland celebrates the marriage being called off while Bo and Tom start making plans for their own honeymoon. Tom sings his next big song “Castle in Spain”, a villain song that once belonged to Barnaby but was repurposed here for more romantic warbling. Again, it’s nice and Felix Knight carries the tune like Snow White’s prince, though if you’re in a particularly nitpicky mood then it will raise some questions. First off, where IS Toyland geographically? It’s a fantasy world yet they know of Spain and want to go there one day. And how would they get there anyway? There’s a lot of possibilities and I’m afraid I only know one solution to it:


Fly, my pretties! Damn the content warnings and fly, mwahahaha!

That evening Barnaby sits at home and sulks. He’s been dismissed, rejected, publicly humiliated. It’s more than he can bear. But his dwarf manservant inspires a devious plan for revenge: kidnap the Three Little Pigs, fake their murder into sausage, and plant the evidence on Tom (Tom’s nursery rhyme involves him stealing a pig so it makes perfect sense) Barnaby doesn’t count on the first two porkers being able to defend themselves, but when he gets to the straw house he blows it down and spirits away his porcine pawn.

Tom-Tom’s trial skips the dunking and cuts right to banishment to Boogeyland. To King Cole’s credit this time he regrets having to separate him and Bo Peep and –

Wait a second, why don’t the other pigs say anything? They fended off Barnaby when he tried to abduct them, they couldn’t possibly mistake him for anyone else, so they HAVE to know Tom-Tom isn’t the one responsible for their sibling’s gruesome demise. Could they not simply say who it was because they can’t talk? Do their cloven hooves make them unable to write out or point to whom the kidnapper is?


They say the kidnapper drinks naught but the tears of unfathomable sadness.

Stan and Ollie watch the proceedings and lament over poor Tom. Stan asks what Boogeyland is like and Ollie goes into storyteller mode, describing desolate wastelands with crocodile-infested waters and just what the Boogeymen who inhabit them are (and no, they are not sentient bags of insects with gambling addictions). According to Ollie they’re half-men half-animal monsters that will cannibalize you as soon as look at you.


One of the guards asks them to watch over the evidence which includes some sausage links. Stan tries some, apparently forgetting it’s supposedly made from a former neighbor of his, but he tells Ollie it doesn’t taste like pork sausage, it tastes like pig. Ollie tastes it too and realizes it’s not pork sausage – it’s beef! Not even needing to second-guess who could be behind this, they investigate Barnaby’s house while everyone’s still out.

Barnaby tries to comfort Bo – and by that I mean rub it in her face that her boyfriend’s a no good-dirty-rotten-pig stealer – but she’s too smart to fall for it. Stan and Ollie reappear with the purloined pig, revealing that Barnaby’s to blame and proving Tom’s innocence. With the jig up, Barnaby exits pursued by a mob. Ollie and Stan join the chase when King Cole puts a high bounty on Barnaby’s head (“Capture him dead or alive!” “Dead or alive? Can’t you make up your mind?”) They both see Barnaby go down a well in his backyard and vow to wait there all night if they have to until he emerges. What they don’t know is that Barnaby has escaped through a secret door at the bottom that leads to Boogeyland.

As for Bo, she’s decided to brave the treacherous caverns of Boogeyland on her own to rescue Tom-Tom, which scores some major points in my book. She may not match the standards of, say, the modern Disney princesses in terms of characterization or progressiveness, but she knows what she wants and has the chutzpah to go get it, even if it is for a man.

Toy-Story-4-Bo-Peep copy

Though one could only imagine how badass she’d really be if she was given a chance to cut loose today.

She and Tom find each other but are now lost. This leads into the next musical number “Go to Sleep”. Tom reassures Bo that some of the creepy things she thinks she’s seeing are just in her mind and he tries to get her to stop and rest, because when you’re lost down in some unfamiliar caves where there could be savage monsters lurking in the shadows, the first thing any sane person would do is stop everything and get some shuteye.

Yeah, this is where my patience with Tom’s solos starts to wear thin. It goes on for a bit too long, it’s very repetitive and Tom’s operatic voice isn’t all that suited for a soothing lullaby. Add the aforementioned situation they’re in and it’s safe to say that this is the weakest of the film’s musical numbers. I will give credit that it is the last song in the movie and the spooky atmosphere is nice, but then again, send in the inexplicable see-through dwarfs!


“Hi, can you direct us to the set of The Wizard of Oz?”

There is no explanation for who these little people are or why they are there. I can’t even tell if Bo or Tom know they’re there or not. They just appear above them and look and point while Tom keeps on singing. Why? I don’t know! It’d make just as much sense to have Mickey Mouse appear – never mind.

Soon a regular sized person arrives who I assume is the Sandman arrives because he sprinkles Tom with some glitter and he finally stops singing and falls asleep too. Then he and the other not-Munchkins just disappear, leaving them both alone and defenseless…okay.

Then we see Ollie and Stan have also fallen asleep, no doubt bored senseless by Tom-Tom’s incessant crooning.


“He’s been singing for TWO HOURS…”

They wake up and decide to get the drop on Barnaby (literally) by throwing down a rock at him, which Stan promptly ruins by yelling “Look out!” before he does it. What follows is another funny scene as the two argue over whether or not one of them should go down the well to fetch him.

Ollie: There’s nothing to be afraid of. You and he were just like “that”.

Stan: Well that was before we were married.

grunkle stan aim-is-getting-better

“You see it’s funny because marriage is terrible!”

By this time, Barnaby has found Bo and Tom-Tom napping and tries to abduct her. Bo immediately wakes up screaming and Tom flies to the rescue. The fight that ensues is actually pretty violent for the 1930’s. There’s no purple prose, no twirling mustaches or thinly veiled threats this time, just a good old-fashioned drag-out fight in the dirt between these two. And it’s at this point I’m glad Henry Brandon is only pretending to be older. While I had some major respect for him for doing all his own stunts while I was under the impression that he was an old man, I wouldn’t want an actual geriatric to go through all this pummeling. I don’t even care that Bo just watches from the sidelines because even I wouldn’t want to get involved in this scrap. At one point Tom punches Barnaby right in the jaw, and you can hear the sound of his fist colliding with his face!


Falcon, PUUNCHH!!

Through it all, you can tell something in Barnaby has snapped. As cunning and ruthless as he was before, he’s even more dangerous now that his anger is tenfold and he has nothing to lose. Much like Gaston, the longer he fails to get his way, the less human and more insane he becomes. Plus, he’s got one more ace up his sleeve. As Bo and Tom-Tom attempt to flee, Barnaby bangs on a stalagmite and summons…the Boogeymen.

Now, before I reveal these monsters, these dreaded creatures of the night to your virgin eyes, I should give you fair warning – we’ve all had that one monster from our childhood that we harbored some fear over…yet more often than not laughed our asses off when confronting them again as adults. I think I speak for most people growing up with this movie that this was their monster. Personally, I remember being a little afraid of them as a child, but not to the point where they gave me nightmares or sent me hiding behind the couch whenever they came on. Still, it’s only fair that a new generation should be subjected to them just as we were. Gaze in awe and terror as I present to you the terror of Toyland, the Boogeymen.


Oh you chewed up Where the Wild Things Are reject, I love you so much!

It’s a paradox – I can see why anyone, least of all the characters of this movie would fear them, but a part of me can still laugh at how silly they are. They’re clearly guys in rubber masks with fur suits and grass skirts on (I guess Barnaby summoned them in the middle of their luau, this does take place in July after all) but despite that, they still manage to pose a legitimate threat because there’s SO MANY of them. The Boogeymen work on the same principle as zombies do; one on its own is nothing. A few, maybe. But a TON of bloodthirsty monsters mobbed together in one place? The only thing you can do is run and pray they don’t catch you.

The Boogeymen and Barnaby chase Bo and Tom into the tunnels where they split up run into Ollie and Stan. Before they can give Barnaby another thrashing of a lifetime, however, the Boogeymen catch up with them and they’re all forced to run and hide. They manage to make it back up the well before they’re caught. Barnaby realizes sending the Morlock prototypes up one at a time isn’t much of a strategy, but remembers that Bo must have taken the raft from Toyland’s main gates there, meaning they have a way of invading Toyland all at once. This does makes me wonder, if Barnaby can control the Boogeymen and summon them whenever he pleases, was taking over Toyland secretly his plan the whole time? Why else would he need an army of monsters? Did he spend his spare time taming and training them for this day? I didn’t think it’d be possible for him to be even more evil than he already is, but there you go.

Back in Toyland everyone hails Stan and Ollie as heroes for rescuing Tom and Bo. As Ollie recounts their perilous adventure, the Boogeymen storm the gates, sending everyone running. Of course being who they are, Ollie and Stan think their story was really that terrifying until they turn around and see a friggin’ wave of these monsters right behind them.


What’d I tell you? Like zombies. Zombies with torches.

Stan and Ollie make it to the toy factory as the Christmas Hobgoblins terrorize the town. After fending off a few of the monsters with some steel darts, they take a whole crate of them and work together using the darts like peewees to hit their targets (betcha didn’t think that would play any importance to the plot!) until Stan just whacks them out as quickly Ollie lays them down. Hm, if the whole toymaking thing doesn’t pan out, Stan’s got a bright future in professional sports. Monkey Mouse also helps by stealing a toy zeppelin and bombarding the boogeymen with firecrackers, proving that if he can’t eventually own you then he will destroy you.

As the boys load more darts into a cannon, Stan notices something that was right before them the whole time:

You know what? The wooden soldiers.

And that’s when everything clicks.

Stan and Ollie mobilize the soldiers and they troop out to the strains of the uplifting march. The stop-motion on display is very impressive, even for the time. I’m amazed at how they blend together the animated soldiers marching out with Stan and Ollie in the same shot.


The last few minutes of the film is the climactic battle between the soldiers and the boogeymen, and it’s fantastic. The soldiers (now actors) rescue the children from being eaten and beat back their foes with the force and blind determination of an army of Terminators. Even when they’re decapitated there’s no stopping them!

But what about Barnaby? What’s his comeuppance for all the trouble he’s caused? Well, he’s momentarily knocked out by the pig he kidnapped earlier as revenge, then he hides out in a house made of blocks that the soldiers partially knock over and his escape is blocked off by three blocks that spell out “rat”.

And that’s the last we see of him.

This is the one thing in March of the Wooden Soldiers that leaves me disappointed. Somehow I remembered Barnaby being cast out with the boogeymen and eaten by the crocodiles. Stupid mandela effect. According to Henry Brandon, the ending that was originally planned had Laurel and Hardy blowing Barnaby out of the cannon and his body parts, which would have been animated, would spell out “The End”. But despite its catharsis, this act of karma was deemed too violent for something outside of an Itchy and Scratchy cartoon. So I guess we’ll never know how his story really ends.

caricature self

“SHH! We don’t talk about that!”

Regardless, the boogeymen retreat and Toyland is saved. Stan and Ollie decide to send their foes off with a parting shot from the cannon, but it flips over and Ollie gets a load of darts blasted in, well, The End.

Is March of the Wooden Soldiers cheesy, saccharine and outdated? Who the hell cares? It’s in my top ten favorite movies for a reason. Nearly eighty-five years later it’s hilarious, charming and, in an unusual way I can’t quite describe, the timely aspects come together to make it feel timeless. I partially blame Toyland for inspiring my playroom fantasies of characters from every story I knew living and going on adventures together.

I’ve sat down and watched every other version of Babes in Toyland I could find – the Disney one from the 60’s, an episode of The Shirley Temple Show, the 1980’s made-for-tv movie with Keanu Reeves and Drew Barrymore, and the animated one directed by Don Bluth’s brother Toby. I can honestly say that though each one has their own strengths and weaknesses, and pushing my own nostalgia aside, March of the Wooden Soldiers is still the best made version of this musical tale. And it helps that it’s the only one with 100 PERCENT ON ROTTEN TOMATOES. By that site’s standards, this means this movie is right up there with:

I normally don’t lean on movie aggregator scores to judge a film since the system is all but broken now (lookin’ at you, fandom menace), but I can’t help but feel a small amount of vindication that one of my favorite flicks that nobody gives a chance is technically considered among the best ever made.

But the biggest draw of March of the Wooden Soldiers is our stars, Stan and Ollie. Had this been the type of blog that awarded categorized points in order to judge a movie’s worth, they would have gotten a perfect score. They’re the ultimate duo, plain and simple. Stan’s naivete foils Ollie’s stuffiness, and it’s fun to see who’s really leading the other. I didn’t even include half of the hilarious conversations or bits of physical comedy because there’s so many you really should see them for yourself. And even though they’re more or less playing themselves, their acting is something to be commended. The reason why we care about Toyland’s survival and whether or not Tom-Tom and Bo Peep live happily ever after is because they care so much about them. When Stan and Ollie mess things up, they really mess up (the runaway soldier, the failed burglary). But when they’re able to think up a good plan, work together to see it through, and succeed (the bride swap, fighting back the boogeymen), it feels earned. And in the end, the very thing that was deemed their greatest failure turns into their greatest triumph.

Even when they occasionally snipe at each other it comes from a place of love. As much as I enjoy the occasional Abbott and Costello flick, you can tell when some were filmed during another one of Bud and Lou’s notorious spats. Laurel and Hardy never had that problem. Their mutual respect and abiding friendship endured both onscreen and off. In fact, when director Stanley Kramer offered Stan a dump truck full of money for a two-second cameo in It’s A Mad, Mad, Mad, Mad World, he turned it down. Why? Because by that time Ollie had passed away, and he didn’t want to do it without his dearest friend by his side. How can you not admire that?

March of the Wooden Soldiers was my gateway drug to Laurel and Hardy, as it was for who knows how many others, and I can’t think of a better way to introduce someone to their work. This is their best film, yet it’s almost never discussed, least of all with the same respect as The Flying Deuces or Sons of the Desert. Is it because the nursery rhyme setting gears it more towards children? I don’t know, but I hope that will change someday. This movie still airs regularly on Thanksgiving and Christmas on WPIX 11; in recent years, despite owning it on dvd, I look forward to seeing it on television more than I do the Macy’s Parade.

I went through the whole cynical, edgy “I’m too adult for this baby stuff” phase with March of the Wooden Soldiers even before I was in high school. But when I finally came back to it as an adult ready to accept any form of escape back to innocence, it was there for me as if nothing had changed. And through all the anxiety, heartbreak, loneliness, and upheavals life has thrown at me since, it was still there.

Mother Goose’s song is wrong; once you leave Toyland’s borders, you can return again. Because whenever I’m at my lowest, I think to myself:

“You know what? The Wooden Soldiers.”

And I’m back there, happy again, time after time.

angel kitty

“Time is an illusion which helps things make sense. That’s why we are living in the present tense.”

caricature self

“You mean, ‘time is a gift, that’s why we call it ‘the present’?'”

caricature self

“Aaaand she’s gone again. Thanks, random cameo…I think…Happy Fourth Anniversary!”

Thank you for reading. Sorry for taking longer than usual to get this one out, but at least I managed to get it done just barely on time for the date of my actual fourth anniversary! If you enjoyed this, please consider supporting me on Patreon. Patreon supporters get perks such as extra votes and adding movies of their choice to the Shelf. If I can get to $100, I can go back to making weekly tv show reviews. Right now I’m halfway there! Special thanks to Amelia Jones, Gordhan Rajani, and Sam Minden for their contributions.

You can vote for whatever movie you want me to look at next by leaving it in the comments or emailing me at upontheshelfshow@gmail.com. Remember, unless you’re a Patreon supporter, you can only vote once a month. The list of movies available to vote for are under “What’s On the Shelf”.

Artwork by Charles Moss.