Abstract: A pillow in the form of a stuffed toy or 3-dimensional character toy having two headphone speakers on the ears of the toy. The stuffed toy pillow includes a head with ears and eyes, a body, arms and legs. The toy includes means for connection to an audio player. The connection means includes a plug receptacle for receiving and electrically connecting to an outlet plug of the audio player. The head of the toy includes a pair of headphones disposed on the ears of the toy; wherein the headphones include outwardly facing speakers. The speakers are electrically connected to the plug receptacle for allowing a user to listen to sound from the audio player through the headphone speakers. The body of the toy is used as a pillow for receiving a user's head thereon to listen to sound or music from the audio player.