Tingo is woken up in the middle of the night by a strange, scratching noise. He becomes frightened, but Niki finds nothing scary in his room. She lends him her stuffed squirrel, which she believes keeps her safe at night.
Ernie can't sleep, so Bert tells him to count sheep. (fades out after Ernie counts the sheep)
Tingo is woken up by the strange noise again, which he believes is coming from over him. Niki doesn't see anything of the sort and allows him to borrow he stuffed giraffe as well. Tingo tries to sleep, counting imaginary giraffes.
Ernie and Bert: At the movies, Ernie reacts to a sad, funny, scary movie, to Bert's embarrassment and the annoyance of the other viewers. (ending cut)
Tingo now believes the noise is coming from under his bed, but an inspection from Niki disproves the idea. She provides him her large, stuffed gorilla, then sings him a lullaby.
The Count counts seven flowers, and then explains that he loves to count flowers because then he gets to count sneezes. (ending cut)
Tingo hears the noise once more and sees something move in his bed! It turns out to be just his tail and they all head off to sleep in peace.