Big Billy the Panda Bear lives happily at a carousel called the Gnoo Zoo in the land of Gnoo. There, he and his friends -- Eistein, an intelligent elephant; Miss Marbles, a vain ostrich; and Chattaboonga and Boongachatta, the tomboy chimps -- bring great joy to the children who visit each day. But one horrible night the evil dragon Reptillion takes over, robbing the gentle creatures of their music, lights, and joy - apparently forever!