Telly tries to find a quiet place to count to 10, but he keeps getting interrupted. First Big Bird and the Birdketeers interrupt by watching an alphabet, then Fluffy makes too much noise in Oscar's can for Telly to concentrate. An aardvark film, a meadow of sheep, and even a king's surprise party all keep Telly from counting. Finally, Maria offers to stand guard outside the Fix-It Shop so he can do his counting in peace inside.

SegmentsEdit

• Film: kids group together to form the letters of the alphabet (with added music) (EKA: Episode 2096)
• Animation: Two girls, Liana and Sarah, have a tea party, but argue when one of them serves imaginary strawberry cupcakes. (Animation: ArtistMike)
• Song: "(My Friend) U" (sung by Ron Marshall)
• The Martians discover the letter "U". (First: Episode 3387)
• Animation: a U asks someone to answer the door: "It's U". (Animation: ArtistMike)
• Song: "Underwater Nine"
• Song: I'm an Aardvark (remade version)
• Song: Frog Struggle Song (remake with kids) (EKA: Episode 3426)
• Cartoon: a girl explains why she likes the poet Grubby Gru (EKA: Episode 3664)
• Robin Williams shows Elmo the many fun games he can play with a stick. (EKA: Episode 2835)
• Film: Human Letter U dances on the beach (EKA: Episode 3529)
• Cartoon: A small U tells a dog why it is important. (EKA: Episode 0131)
• Elmo's World: Exercise (EKA: Episode 3853)