The Pajanimals like to have fun trick-or-treating for Halloween, but Cowbella is scared of the spooky costumes. To help her, they visit Storybook Land and meet Edwin, who is pretending to be a knight. Cowbella talks with him, who tells her that being scared is part of the fun on Halloween. He suggests that if she gets too scared to just remember that they're only costume and the people wearing them are only kids. Even so, it's okay to be afraid sometimes. This reassures Cowbella and she comes to happily anticipate Halloween.

Squacky is upset that it seems like the other Pajanimals can do so many more cool things than him, like tying their shoes, dressing themselves, and sliding down the big slide at the park. He feels that he can't do anything cool like they do. They try to cheer him up by telling him about the great things he can do, but he feels that they're all little kid things. Even thinking about happy thoughts doesn't help him, so the Pajanimals visit the ocean to find someone who can help Squacky. There, they meet with Granny Pearl, who helps Squacky to see how much he's grown and learned since he was a baby.