The only thing Duncan does not like to do at bedtime is go to sleep, and he knows all the tricks for avoiding it. Until one day, his mom has had enough, and leaves Duncan in his room to figure it out on his own. Left with no other choice but to take his mother's advice, Duncan tries counting sheep to get to sleep. It all goes well for a while, but then Sheep #68 is a bit apprehensive about taking his turn ... And suddenly, the tables have turned--Sheep #68 is using some very familiar delay tactics!