A group of friends on a rural getaway must fight for their lives against vengeful masked versions of the fairy tale characters.

Anne Marie imagines herself in the stories "Alice in Wonderland," "Goldilocks and the Three Bears," "Hansel and Gretel," "The Wizard of Oz," and "Cinderella".

The bears tempt Goldilocks with carrot soup, the scent of which brings Bugs on the scene. Bugs romances Mama bear and she becomes infatuated with him.

Mamma Bear, Poppa Bear and Baby Bear live in a cazy and tidy cottage in the woods. The entire Bear family is a very neat, but Baby Bear is so particular that Momma Bear thinks he may be just a bit too fussy. When Momma Bear cooks up a lovely bubbling pot of creamy porridge, they all agree that it's too hot to eat and decide to take a walk while it cools. While they are away, Goldilocks, an unusually clusmy girl, stumbles upon and through Poppa Bear's garden, crashes into the cottage, pirates the porridge, fouls up the furniture and finally falls asleep in Baby Bear's bunk. When the Bears return home they can't belive the damage, but Baby Bear has to laugh he sees the mess!

Sylvester, his wife, and son go for a walk while their porridge cools, when Goldimouse wanders by to eat the porridge and sleep in their beds. Sylvester then tries to catch her for his "spoiled brat" of a son to eat.