Peyton Wells (Ben Lyon) rescues Judy Jones (Joan Marsh) from a very dull young man, at a sedate party given for her by her multi-millionaire grandfather Silas P.
Frankie Reynolds (Frankie Darro' ), youngest member of a family of jockeys, borrows $4.85 (yes, four dollars and eighty-five cents) from his sister Phyllis (Gladys Blake), who is not a jockey, to buy a crippled colt from the stables owned by Clay Harrison (Kane Richmond).
Oswald the Rabbit and his little brother catch the Slumberland Express and it carries the assorted animals to childhood's dream of paradise - an amusement park where all the games are free, and windows are provided just to be broken by an abundant supply of free rocks, and old men wear silk hats to provide targets for snowballs.
Little Elmer Elephant has a crush on Tillie Tiger and his affection is reciprocated. Trouble is, the pint-sized pachyderm is beset by bullies who ridicule his trunk and make his life miserable.
Paddy O'Riley and Ossie Merrill, Bellport high school football heroes, enroll in distant colleges; Paddy at a small school in the East, where he is barely a substitute, and Ossie at a powerhouse-football school, where he is an instant star and all-American candidate.