It was time for bed, and though Dad and Mom kiss her goodnight, D.W. can't fall sleep. Dad suggests she count fluffy white sheep jumping over fences. Mom tells D.W. to think about going to the beach. And Arthur says that D.W. could think about the Bionic Bunny (this always tires him out). When D.W. still can't sleep, she calls out to everyone and tells them why she's still awake; to their relief, she puts herself to sleep!