Shaun woke up in the middle of the night. Startled and suddenly awake, he examined the barn. Everything looked fine; his flock's slumbering forms peaceful in the dim light, Timmy cuddling his teddy, sucking on his pacifier, Shirley chewing absentmindedly on a chocolate bar. Everything was fine. So what woke him up?

He lay back down and pulled his blanket over his head, but he couldn't fall back asleep. He fidgeted this way and that, and readjusted his wool several times, but couldn't fall back asleep. Finally, he drifted off into an uneasy rest.

The next day as the rooster had his coffee, he realized that something was wrong. Nothing was going on in the sheep barn. Curious, he quietly clucked and made his way toward the barn. He jumped up on a few boxes and reached a low window. And gasped at the scene. Frantic, he ran, clucking and sprinting toward the farmer's house. "Cluck, cluck, cluck, this is not good, cluck, cluck, cluck, BAWK!" He screamed at the window. The farmer sat up quickly and righted his glasses. He looked at the rooster trying to bash in his window and at his alarm clock and groaned. He woke up and got dressed and trudged out. The rooster practically attacked him as he made his way out the door, and then it raced for Bitzer's dog house.

The farmer rolled his eyes and started walking to the sheep barn. He'll check on them early today, just to see what they really do when he's not around.

When he opened the barn door, however, he found all the sheep clustered around the center of the barn. The little lamb Timmy sat by the side, cradled by his mother, bawling his eyes out. Concerned, he pushed through the furry sheep and arrived at the middle of the circle.

Shaun laid there, his face ashen, his wool limp. He coughed weakly and tried to stand up, but collapsed. He let out a pitiful baaa, and closed his eyes. The farmer was gaping at his beloved sheep, so weak and lifeless, when Bitzer burst through the barn doors. He barked loudly and chased the sheep away, and skidded to a stop beside Shaun. He gazed heartbreakingly at his poor, sick friend, and sat down heavily. He raised his nose to the sky and howled loudly. The other sheep joined in with their bleats, and the duck and rooster quacked and clucked in unison. The farmer took off his hat and put it over his heart, and carried Shaun inside the house. Bitzer followed him step for step, and the flock couldn't even move.

"Shaun," Timmy whimpered, diving deeper into his mother's fur. She patted him on the head and hugged him, needing each other for comfort. Shirley couldn't even eat.

"Baa, baa, baa!" The sheep cried.