Grover opens up his own popcorn stand, but no one shows up. Ernie helps endorse it to Lulu, a honker and some kids. Grover makes a lot of popcorn but has a problem, he can't turn the machine off!

Segments

• Cartoon: "I in the Sky" (EKA: Episode 0427)
• Ernie sings "That's What Friends Are For" while Bert tries to sleep. (EKA: Episode 2073)
• Film: Wegmen dogs make popcorn
• Telly tries to practice "The Blue Danube" on the tuba, but it interrupted when Elmo wanders in, play his drum.
• Wanda Falbo visits the grocery stand. (EKA: Episode 3862)
• Elmo's World: Sleep (First: Episode 3983)