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An elaborate dream fantasy based on the popular children's poem of three children playing and floating among the stars. The three sleepy children sail in their shoe-boat; they stall briefly on a cloud, then have various troubles with their fishing lines (one lands a fish-like star that ends up squirming in his pants). A star hooks two candy cane-baited lines together. The stars tease the baby while he's hanging overboard. A comet comes through; they catch it in a net, and it tows them wildly until they land in another cloud, where they are tossed by storms, eventually breaking their mast and sending them back to earth (and their bed, where we see that they are really one young boy, who dreams that he is all three).