When a wave of insomnia hits Care-a-Lot, the bears notice they aren't the only ones having trouble snoozing, and see two children named Barbara and Gary who live in the town of Pleasant Valley on Earth experiencing a similar situation. Cheer Bear, Funshine Bear, and Bedtime Bear go to help, but despite their best efforts, are unable to help them get to sleep. Bedtime suddenly has a revelation when he notices that there is no sand on their faces, and guesses that something must be wrong with the Sandman himself.