It was a warm summer's evening down on the farm. In the farmhouse, Mum said, 'Time for bed.' 'But we're not sleepy!' said her three little kittens. Of course, Mum knows the answer is to count sheep. Off the kittens go, across the farm to search for some sheep to count. They find one shaggy sheepdog, two munching cows, three playful foxes, four bouncy rabbits, and a whole host of colourful characters. But there's not a sheep in sight! Wherever can they all be hiding?