Animated musical fantasy about a scarecrow that saves an orphaned girl from the evil clutches of a maniacal count. Brought to life through magic and love, and aided by his two sidekicks -- a cantankerous mouse and a flying broom -- he's willing to sacrifice everything to win her freedom.

The royal couple Odette and Derek face yet another evil magician, this time a woman named Zelda. Lusting for the treasure of the Forbidden Arts, which will give her absolute power, Zelda kidnaps Odette as ransom. Derek and several animal friends head off to rescue Odette