Elmo, Zoe, Big Bird, and Grover are excited about their very first sleep-out. But when they hear a noise in the trees and see a large shadow on the tent wall, the sleep-out starts to get a little spooky. In the end, all of the strange noises and shadows can be explained, and the friends say good night after a midnight snack of cookies and milk from Grover’s mom — who is close by in the house the whole time.