The fairies of Oz gather in the forest of Burzee one evening and weave a magic cloak that gives the wearer one wish, so long as it has not been stolen. The man in the moon tells them that their messenger should give it to the first miserable person she sees. Two children, Fluff and her younger brother 'Bud' (a child's attempt at 'brother,' which stuck), have just lost their father and are taken by Aunt Rivette to live in Nole, the capital city of Noland, where the king has just died without heir. The messenger gives Fluff the cloak, who wishes to be happy again, while a legal loophole places Bud on the throne, and they empty the treasury to buy toys. Their pet mule Nickodemus is captured by robbers and puts together a small animal army (including the Cowardly Lion, the Hungry Tiger, the Lonesome Zoop, the Woozy, and others) to battle the Rolly Rogues that have invaded the city. The cloak is nowhere to be found because 683 year old bewitching Queen Zixi of neighboring Ix, has been informed by Quavo the minstrel of the cloaks power, and wants to see herself young and beautiful, as others see her, but she cannot.