Barnaby is a scheming miser in Mother Goose Village, and the main antagonist in the film Babes in Toyland. He was portrayed by the late Ray Bolger.


Nothing much is known about Barnaby except that he is a crooked man who lives in a little crooked house, just like in the nursery rhyme. He proposes to Mary Contrary once, until he gets turned down flat.


Barnaby is based on the character from the original 1903 operetta by Victor Herbert.


Barnaby at the very beginning is shown to be a greedy miser and schemer and also with a quick temper when he confronted Gonzorgo and Roderigo for their incompetence. He is also extremely determined to let nothing stand in the way of his evil objectives.

Role in the film[]

Barnaby watches through a telescope from his house of all the people of Mother Goose Village preparing for the wedding of Tom Piper and Mary.

He is disgusted, knowing that if Mary marries him, then she will inherit a lot of money, so he decides to get rid of Tom, so he can marry her and get the money himself. He hires two crooks named Gonzorgo and Roderigo to kidnap Tom and throw him into the sea as well as steal Mary's sheep so that she won't have any means of security and will be forced to marry him. The two crooks set out to do the job, since Barnaby doesn't know that they sold Tom to gypsies instead to gain money from them as well as Barnaby.

Barnaby pays Mary a visit who is there with Mother Goose wishing her the best with her future. Suddenly Gonzorgo and Roderigo appear telling everyone one that Tom accidently drowned and read a phony letter saying that he has left her and she would be better off marrying Barnaby. He tries proposing to her and sings to her "Castle In Spain", but fails when Mary turns him down for the second time. Later the gypsies come to Mother Goose Land and one of them is revealed to be Tom. Barnaby is furious and immediately realizes that the two crooks deceived him.

They go off to the Forest of No Return following Tom and Mary who were looking for the kids who were trying to find Bo Peep's lost sheep that the crooks stole and wait until dark before they make their way to the Toymaker's house. They watch as his assistant, Grumio, shows him his latest invention, "The Poof Gun", that has a special formula that shrinks any large objects to toy size, until Grumio warns that more than one blast of the formula can make the item disappear completely.

The Toymaker throws the Poof Gun out of the window when he finds out that there are no large items to shrink to small. Barnaby catches it and comes up with a devious plan to finally get Mary to marry him.

He firstly shrinks the Toymaker down to toy size and holds him prisoner in a bird cage saying that he will need him. Suddenly Gonzorgo and Roderigo turn against him when they find out that he plans to use the Poof Gun on Tom as well and threaten to expose his cruel intentions. He responds by shrinking them down as well and locking them in the cage with the Toymaker.

Barnaby then goes into Mary's room where Mary is staying with Tom and her children at the Toymaker's house helping him build toys and shows her now toysized fiancee, threatening that unless she marries him, he will use the Poof Gun on Tom again to make him disappear forever. Mary gives in and goes with Barnaby to be wed.

Barnaby leaves Tom by the bird cage with Gonzorgo and Roderigo still imprisoned in it and orders the Toymaker to start the ceremony, getting infuriated with the constant delaying, not knowing that the Toymaker is giving Tom time to escape. Tom manages to escape by the former crooks and comes back with a large army of soldiers and war based toys.

Barnaby furiously fights back with the cannon of a toy boat, until a toy zeppelin flies above him dropping thousands of marbles for him to slip on. Deciding enough is enough, he decides to spray Tom with the Poof Gun once more to get rid of him forever, until he sees Mary calling out his name and firing a marble from the cannon that shatters the gun and splatters the liquid all over Barnaby, who ends up becoming toy size.

While trying to escape, Tom corners Barnaby and aims his sword at him. Just as he responds by drawing his own sword concealed in his crooked cane, the two engage in a fierce sword fight. Barnaby tries every single despicable trick to defeat him, but ends up failing when Tom wins, stabs, and sends him falling over the edge and down into a box.

It is unknown what happened to him. The film shows that after he fell in the box, he never emerges while everyone else is being restored to normal with Grumio's restoring formula which suggests that he may of died either by the stabbing, the fall, or maybe even both as Tom's sword was sharp enough to cut through ribbons and falling is an element often used in Disney villain death scenes, while movie tie-ins like the storybook say that he merely fell into a box accidentally and then was imprisoned in the same birdcage that he imprisoned the Toymaker and his former friends in.


  • It is common in Babes in Toyland films to stage Barnaby's final fate as up for debate with other films making it unclear as to whether he is eaten by goblins or alligators.
  • Even Barnaby's fate is unknown, one book shows him locked in the bird's cage at the end of the story. Still, another book says that he was bound and gagged in his little form.