When young William the miller's son leaves home to make his way in the world, his sage sheepdog companion Barney warns that the unexpected must be expected. Shrewd advice, it turns out, in this comic, engaging account of life after happily-ever-after. Entering the forest of the tyrannical Friedrich the Enormous ("Big Freddie") to his downtrodden subjects), William is startled to find a gallery of storybook stars from his childhood, older now and fallen on hard times. The Three Bears are homeless, evicted from their woodland bungalow and unceremoniously forced to live in the wild. Fearing for their own safety, the Three Little Pigs have turned their cozy brick cottage into a fortress. And poor Goldilocks has caught the eye of Big Freddie, who plans on making her his own and won't take no for an answer. Enter William and the invisible Barney, seeking a higher purpose for their travels than just passing through. Smitten with Ms. Locks himself, William plots a spectacular rescue, assisted by the acclaimed porcine architect Terzo; Aldo, a supremely self-assured housecat; and the irrepressible Mr. Toad. To accomplish their mission, the conspirators must deal first with Freddie's army of lowlife mice, recruited from the backstreets of Europe, and then with the tyrant himself, defended by a cadre of homesick penguins and a menacing pride of battle-scarred lions.