Bilbo Baggins the Hobbit was just minding his own business, when his occasional visitor Gandalf the Wizard drops in one night. One by one, a whole group of dwarves drop in, and before he knows it, Bilbo has joined their quest to reclaim their kingdom, taken from them by an evil dragon named Smaug. The only problem is that Gandalf has told the dwarves that Bilbo is an expert burglar, but he isn't....

A discarded silk top-hat becomes the focus of a struggle between a washed-up stage magician and a group of schoolchildren, after it magically brings a snowman to life. Realizing that newly-living Frosty will melt in spring unless he takes refuge in a colder climate, Frosty and Karen, a young girl who he befriends, stow away on a freight train headed for the north pole. Little do they know that the magician is following them, and he wants his hat back!

From a riddle-speaking butterfly, a unicorn learns that she is supposedly the last of her kind, all the others having been herded away by the Red Bull. The unicorn sets out to discover the truth behind the butterfly's words. She is eventually joined on her quest by Schmendrick, a second-rate magician, and Molly Grue, a now middle-aged woman who dreamed all her life of seeing a unicorn. Their journey leads them far from home, all the way to the castle of King Haggard.