Mother Goose and her family become very rich, thanks to Candy the magic goose, but Mother Goose is old and ugly, and would give anything to become young and beautiful again.

 

Vanity, the bad fairy, makes a pact with her to turn her ugliness into beauty in exchange for the magic goose.

 

Mother Goose's silly son Billy, with the help of his sister Jill, her fiancée Jack, and Virtue, the fairy Queen, set out to get Candy back and put things right!