Upon realizing that she has stayed at her friend's house longer than she should have, Sarah decides to sneak home rather than call her father and finds herself in a night filled with hairy, scary animals.
Each of four beloved teddy bears fears something at bedtime, and as the little master explains away each fear, he makes the nighttime worry-free for himself, too.
Squish, a little rabbit who is afraid of nearly everything, ventures into the night during a storm to find his friend, Twitch, who he fears may have encountered chickens.
Sirocco leads the tiny, winged fillies on a nighttime adventure only to discover that he is afraid of the dark, just like their human friend, Leanna, who needs a "sleep buddy.".