When the girl wakes up, she is in candyland. Two riddle-speaking birds tell her to beware the black bandit.

They are soon joined by a Mad Candy Hatter who tries his best to give the girl directions home, but is perpetually confused.

Before too long, two evil raccoons (the black bandit) appear. The raccoons propose a deal: eat this candy, and we'll leave candyland in peace forever.

The spirit of candyland tries to intervene, but is too weak. He created the raccoons long ago to test the wisdom of everyone in candyland. The raccoons got out of control, and sapped all the spirit's powers.

The raccoons work hard to convince the girl to eat the candy, and save candyland. The birds warn her against it, and try to stop her.

The girl is about to eat the candy when the spirit of candyland pulls it out of her hand, and eats it himself.

The poison in the candy kills the spirit of candyland. His friends cry over him. The raccoons celebrate.

The tears act as a healing balm, and bring the spirit back to life, more powerful than ever. He banishes the raccoons, and candyland is saved.