Kathleen and James join Mommy for a fun shopping jaunt to the toy store. When Mommy explains that it's time to go home, these two children refuse to follow her instruction. What the children don't kw is that Oogie Boogie, a kind furry creature, lives in the toy store. Each night, he emerges from a closet in the back of the toy store. He plays with the toys and enjoys many adventures, but Oogie returns to the closet before sunrise. When Oogie learns that Kathleen and James disobey Mommy, he sets out to teach them a lesson about obedience and respect that they shall t soon forget.