Mr. Shark tells a "scary" story to the other toys late at night. It starts by saying, "And when they found him, his batteries were dead." To which, Rex screams in terror. Hamm says, "What are you afraid of? You don't even use batteries!" Rex looks relieved and says, "Oh...Right!" Rex then tries to tell his own story saying that "When the leverage buyout fell through, the toy company was left with a big dark warehouse full of inventory!", and Mr. Shark replies by saying, "If I had bones, they'd be chillin'!"
Next, Mr. Shark tells another story about a toy that made it all the way from the clearance aisle to the cashier and the last words it heard being "How did that get in the cart?", which he then says is a "True story".
The short ends later at night with Rex trying to wake up Hamm, telling him that he cannot sleep. Hamm tells him to "Try counting sheep!" Rex is then shown standing next to the sheep on Bo Peep's lamp and counts them, saying, "I don't see how this will help..."
- Although her sheep make an appearance here, Bo Peep is nowhere to be seen in any of the shorts.