Wendy Darling strikes out in an attempt to rescue her brother Michael from the clutches of the evil Peter Pan who intends to send him to Neverland. Along the way she meets a twisted Tinkerbell, who is hooked on what she thinks is fairy dust.

When Peter Pan and Tinker Bell assemble an evil team with Mary Poppins, Winnie and his friends assemble a team to face them. Including Bambi, Piglet, Tigger, Owl, Pinocchio, Mary Poopins, The Little Mermaid and many others.