There are lots of things Duncan likes about bedtime - the stories, the pyjamas, the bubble gum-flavoured toothpaste... The only thing he doesn't like is going to sleep. And he'll do anything he can to avoid it. Until one day, Duncan's mom has had enough of his stalling. Try counting sheep, she tells him. So, he does. At first, it's kind of fun. But then comes Sheep #68, who hesitates. He needs a drink of water before he can jump. Then he has to go to the bathroom. Then he wants to put on running shoes. Will Sheep #68 ever do what he's supposed to?