An evil Librarian plots to do away with happy endings. With the help of her Henchmen and special "3-D" glasses, storybook heroes are removed from their two-dimensional lives and brought to our 3-D world. While the characters are adapting to our extra dimension, their absence from their books is resulting in unhappy endings to their stories.

Today Miss Johnson's Class is meeting in the library with each student dressed as a character from a book. The students celebrate the success of their reports singing the song "Happy Endings."

The first target of the Librarian's evil plot is Peter Pan. He is pulled out of his book and into Miss Johnson's class. Miss Johnson helps Peter learn to move in three dimensions as they sing "Learn How to Walk." But the joy is short lived as Miss Johnson reads the ending of the Peter Pan story to her Class. Wendy drowns and her brothers and the Lost Boys are forced to become pirates -- in the absence of Peter Pan, Captain Hook wins.

The Henchmen deliver the special glasses to a Family whose love of reading The Lord of the Rings isexpressed in song. Frodo's release from his book means the Ring is not destroyed, resulting in the defeat of the forces of good and the Dark Lord's successful conquest of Middle Earth.

A confused Frodo finds his way to a shopping mall, where he is quite out of place. He hears the song "Mini-mini Takeout."

The Henchmen deliver the special glasses to a family of Hillbillies, after their song "Duh Salad." The Hillbillies release Hermione Granger from a Harry Potter book and Sleeping Beauty from her story, causing more unhappy endings. A disoriented Hermione and Sleeping Beauty sing "Upside Down."

Back in the Library the Librarian and her Henchmen are exulting in their success. Miss Johnson and her aide Louie decide to fight back.

Recognizing the need for extra help, they release the scholarly and inventive Baudelaires from Lemony Snicket's A Series of Unfortunate Events and a group of Detectives from mystery books. The plan is for the Detectives to track down the various Heroes while the Baudelaires invent a way to return them to their stories. They sing "We Gotta Help the Heroes."

Following the Henchmen's footprints leads the Detectives to a Family's home and to the HIllbillies. The footprints of the Heroes all lead toward the Buyer's Mall.

Meanwhile in the Library the Baudelaires are working on modifying the 3-D gGlasses to turn them into 2-D Glasses with unexpected help from the Henchmen. Miss Johnson leads the singing of "Fixing the 3-D Glasses." Success! If the Detectives come through they can return the Heroes to their books.

At the Mall, Hermione and Sleeping Beauty run into a very different Frodo Baggins than the one they knew in the book world. Frodo has "adapted" to his new surroundings by becoming a modern urbanized hip-hop version of himself. The Detectives arrive and convince the Heroes to head back to the Library.

The group arrives back at the Library, to find the Henchmen in control of the glasses. An emotional tug-of-war ensues between the Librarian and Miss Johnson, who has recognized the potential for good in the Henchmen. The sing "You Were Made to Be Good." The Henchmen finally give the Glasses to Miss Johnson, and the Heroes are returned to their stories.

The folowing day the Class returns, still sad from yesterday's unhappy ending. When Miss Johnson reads Peter Pan's ending to them today, they reprise their song as it is indeed a happy ending.