After enduring centuries of bone-free cupboards, Old Mother Hubbard has decided that she and her dog deserve a break so she arranges for her daughter Polly to marry the very rich, though very unpleasant, Duke Ferdinand. Polly, however, is in love with Dick, the poor woodchopper's son, and they run away to seek their fortune. But watch out...Witch Hepzibah, having been beaten in her conquest to become Queen by the much younger Little Witch Barbie, is seeking a pure young maiden for her cunning plan to regain her lost youth!