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Sleepy Sheepy is excited for his first sleepover at Grammy and Grampy's house, but when it is time to go to bed he misses home too much to fall asleep.

As winter nears, Silli wants wool to knit a sweater but the "sheep" he finds are actually stones, so getting them home and sheared will be a challenge.

When counting sheep does not help Ava fall asleep and the sheep complain that they are exhausted, they send in replacements, including cows, horses, penguins, and pigs, but none prove satisfactory.