Bert is having trouble getting to sleep. Ernie suggests him singing a lullaby to Bert. He sings one to the tune of "Brahms' Lullaby" and Bert falls into a deep peaceful sleep. Ernie tells Bert to wake up now; it's his turn to go to sleep so it's HIS turn to sing a lullaby now.
The Count has built a rocket with the help of Dr. Rainbrain and plans to launch it from inside his castle. The two count down from the computer console, but the rocket doesn't take off. Indeed, Count never intended for lift-off; he plans on counting down again and again.
Grover and his marching band perform a song about being brave. However, his band is scared away by Harvey Monster.