A sleepy child is flown through the night sky to see foxes hunting, rabbits playing, raccoons scrounging, and other animals that are active while people sleep.
As his brother prepares to leave the dog they share, Fred the greedy flea pretends to have the flu in order to stay behind and have the whole dog, unaware of the fate that awaits him.
A young scribble matures into a neat line, then wriggles into a book of nursery rhymes where he transforms himself into different objects to assist the characters he meets there.