Little Bo Peep can't go to sleep. She kicked her blankets to a heap. When Little Bo Peep can't go to sleep, her mother suggest ed counting sheep. But Peep can't count sheep because she's lost them. Her brother, Little Boy Blue, who scraed off the sheep in the first place, warns Peep she'll be in big trouble if she tells Mom and Dad. It's no wonder Peep can't catch a wink, even when Humpty Dumpty finds her flock...