Ernie can't sleep, so Bert tells him to count sheep. Ernie tries to count sheep, but it's dull -- so he starts counting fire engines. The noise from the imaginary fire engine wakes Bert up. Bert says that Ernie's waking up the whole neighborhood, and tells him to count something quieter. Ernie counts balloons -- but the balloon gets bigger and bigger, finally bursting with a huge explosion that wakes Bert up again.