The Sandman, the entity that puts children to sleep, has taken a vacation from his duties and it makes all the children in the world cranky for lack of sleep.
The moon's light has suddenly gone out. Tom and Manfred go to the moon where they find the Man In The Moon, who controls the moon phases, is quitting because he is always being buzzed by Earth's satellites.
Tom and Manfred visit Fairyland where they meet a handsome prince who was changed from being a frog and wants to be a frog again. The witch that made the spell sends Tom and Manfred on a quest for three... more objects in exchange for turning the prince back into a frog.