Krash, Chiko, and Wally watch the sunset and tell each other about their dreams. Wally says he never had any dreams. Rosa approaches them and argues that it's better than not being able to sleep, as she has insomnia. Chiko advises her to count sheep before going to bed. Rosa does so and quickly falls asleep. In her dream, she runs across the field, continuing to count, and suddenly stumbles across Wally, who asks what would she like to see in her dream. Surprised, Rosa orders the sea, yacht, and the prince.
The next day, Wally is woken up by wakes his friends, who ask if he remembers what he did in Rosa's dream. Wally doesn't, and they leave. Dokko suggests that after thousands of years of counting sheep, they became able to influence others' dreams.
Next night, Carlin has a nightmare, where he runs across the bridge from the fire monster, while continuing to count sheep. Then stumbles across Wally and asks him to get him out of this place, which the poet immediately does. Meanwhile, Krash also has a dream, where he asks Wally to let him beat someone. Wally pits him in a boxing match against Iron Nanny. The next day, Krash tells his friends about his dream. Suddenly, they see Wally, who doesn't get enough sleep. His friends assume that this is because he uses his sleeping time to fulfill wishes of his friends in their dreams, and decide to do something to help him.
Wally is sleeping in his bed when he hears someone calling him. He goes outside and sees Rosa dressed as a fairy hanging in the air. She's surrounded by a thick fog, and the sun and the moon are changing places. Rosa tells Wally that this is his dream and asks what would he like to order. Wally wants to go to sleep. He does not notice that the dream is man-made. Rosa is hanging on a fishing rod that Carlin keeps hidden in the fog; Barry makes fog-smoke with the help of a bonfire; and Krash and Chiko walk in different directions with the figures of the sun and the moon.
Tropes:
- Bring My Brown Pants: After Wally pulls both himself and Carlin out of his dream and asks him what would he like to order in Russian version, the latter says that he needs "new pants"... in spite of not wearing any on himself. In the FUN Union dub, he asks for a therapist instead.
- Counting Sheep: Counting the sheep before going to bed somehow evokes Wally in them. Wally, for his part, does not remember anything and barely gets enough sleep himself.
- Dream Episode: The episodes revolves around the dreams Rosa, Carlin and Krash had, more specifically, the fact that all of them were visited by Wally.
- Go-to-Sleep Ending: In the finale, Wally falls asleep on the porch of his house.
- The Insomniac: Rosa suffers from insomnia at the beginning of the episode, but after Chiko suggests her to count sheep, she quickly overcomes it.
- Shout-Out: Carlin runs across the Khazad-dûm Bridge to escape from a Balrog-esque monster.
