Whenever Nimitz can't sleep, she counts sheep. She is usually fast asleep and dreaming by the time she reaches number 12, but this night is different. She counts on and on and on ...until finally no more sheep appear. The 108th sheep is stuck! If this problem isn't solved, NO ONE is going to get ANY sleep at all tonight, but luckily Nimitz has an idea. Join her and the whole flock as they devise a plan to help the 108th Sheep.