High in the air floats Balloon Land, where everyone and everything is a balloon. The people, the animals, the trees and even the rocks are filled with nothing but air. Even the movie stars, such as Charlie Chaplin and Laurel and Hardy, are balloons. The citizens of Balloon Land have but one mortal enemy: the Pincushion Man, who lives in the forest. A foolhardy young boy takes his girlfriend into the forest, determined to show he's not afraid of the Pincushion Man. The boy and girl are nearly popped when the evil creature comes after them. They manage to escape into the seeming safety of the city. But the wily Pincushion Man tricks a guard into letting him in. It will take an army of Balloon soldiers to get rid of this threat.