The episode begins with Big Bill getting a bed ready for Michael when he comes to sleep over. Big Bill and Little Bill set it up in Little Bill's bedroom. Little Bill says that the Captain Brainstorm sheets are his and the Elephant sheets are for Michael. Little Bill realizes that he's never had anyone sleep over before. Big Bill promises Little Bill that he and Michael are going to have a lot of fun. He also notes to Little Bill that this is Michael's first time away from his home. He tells Little Bill that it's his job to make Michael feel comfortable and at home. Little Bill asks Big Bill if that means be nice to him. Big Bill says that it will also be nice to let Michael play with his toys, show him where the bathroom is, and introduce him to Bobby and April.
The doorbell rings and Little Bill thinks Michael is here. Little Bill runs downstairs to find Michael and his mother are here. Michael's mother hands Brenda her number in case they need anything. Brenda thanks her and says they'll be happy to help if anything comes up. Little Bill says hello to Michael and Michael says hello. Little Bill notes that Michael is his sleepover guest and he'll be staying all night. Michael says that is right and he's glad to be over. Little Bill tells Michael he can come upstairs to play. He says that they'll play with Captain Brainstorm and he'll show him Elephant. Michael asks Little Bill if he really has an elephant. The boys laugh and Michael says goodbye to his mother. The parents hope that Little Bill and Michael have fun. Michael's mother thanks them again and heads home. Little Bill and Michael head up to Little Bill's room. Michael is amazed that Little Bill has Captain Brainstorm bed sheets and notes that he has the same ones at his house. Little Bill is amazed as well. Little Bill says that Captain Brainstorm is his favorite. Little Bill and Michael start to play Captain Brainstorm and pretend that the bed is their spaceship. They fly past Captain Brainstorm's spaceship and notice that he is sleeping. They stay quiet so he will sleep.
They are snapped out of their imagination when Michael tells Little Bill that he wants to sleep with the Captain Brainstorm Sheets. Little Bill tells Michael that he has to sleep on the bed on the floor because the Captain Brainstorm Sheets are on his bed. Michael is a little disappointed. He then sees Elephant's cage and asks Little Bill what that is. Little Bill says that it's Elephant. Michael laughs and notes that an elephant can't live in the cage. Little Bill tells him that Elephant in a hamster and his name is Elephant. Michael understands now. Michael says that he has a goldfish name Goldie that he brought up from Florida. Little Bill asks Michael if he brought Goldie up in a suitcase. Michael laughs and says that they had to carry him. Michael asks Little Bill if he can hold Elephant. Little Bill says no because Elephant wants to go into his ball. Michael is once again a little disappointed. Michael tells Little Bill that he misses Goldie and notes that he's probably hungry. Little Bill assures Michael that his parents will feed Goldie. Elephant starts to run in his ball and starts to roll around the room. Michael thinks that it's funny to see Elephant do that and notes that Elephant rolls very fast. They start to cheer Elephant on.
Michael asks Little Bill where they're going. Little Bill says that they are going to get in their fire truck and follow Elephant. They walk past April and Bobby playing a board game. Little Bill introduces Michael to April and Bobby. Little Bill tells April and Bobby that Michael is from Florida and he's sleeping over. Bobby asks Michael if he knows that Florida is also known as the Sunshine State and it's full of flowers all year long. April tells Bobby to stop showing off. Little Bill asks April and Bobby to play Fire Truck with them. Bobby says that they are playing a game now. Little Bill and Michael walk back down the hall. Michael tells Little Bill that he's lucky to have a brother, sister, and a hamster in his house. Michael says that he always has someone to play with. Little Bill shows Michael the bathroom in case he needs to use it. Michael thanks Little Bill. The two go back into Little Bill's room to play with their toys. Later that night, Little Bill plays with the trucks while Michael looks out the window.
Little Bill asks Michael if he wants to play with the trucks. Michael notes that it's getting dark. Little Bill says that it's almost dinnertime. Michael admits that he wants to go home. Little Bill says he can't because he's sleeping over tonight. Big Bill comes upstairs and tells them that he has spaghetti downstairs for them to eat. Little Bill tells Michael to come down for some spaghetti. Little Bill and Michael come downstairs to eat. Little Bill starts to eat his spaghetti, but Michael won't touch his plate. Brenda asks Michael if everything is alright. Michael tells Brenda that he doesn't like sauce on his spaghetti. Little Bill notes that the sauce is delicious. Michael says that he doesn't like sauce. Little Bill asks him if he's going to eat. Michael tells Little Bill that he wants to go home because he misses his parents. Brenda tells Michael that they'll go into the living room and call his parents. Little Bill asks Big Bill if Michael is mad at him. Big Bill says that he isn't mad at Little Bill and notes that Michael is just homesick. Bobby notes that it's different staying at someone else's house. Little Bill notes that Michael was supposed to stay over. Big Bill doesn't think that Michael feels at home at their house. Little Bill says that Michael misses his Captain Brainstorm sheets and Goldie. Bobby notes that Little Bill has Captain Brainstorm sheets and suggests he let Michael use them. Little Bill says that they are his sheets. Big Bill doesn't like Little Bill's reaction to letting Michael use the Captain Brainstorm sheets. Little Bill also realizes that Michael wanted to hold Elephant. Big Bill asks Little Bill if he let Michael hold Elephant. Little Bill admits that he didn't and knows that he didn't make Michael feel at home. He tells Big Bill that Michael can sleep on the Captain Brainstorm sheets. Big Bill knows that Michael would feel better if he did. Little Bill says that Michael can also hold Elephant. Little Bill also notes that Michael doesn't like sauce on his spaghetti. Big Bill says that is something they can fix very easily.
Little Bill runs out to the living room to find Michael on the floor talking to his mother saying that he misses her. Little Bill tells Michael that he can sleep with the Captain Brainstorm sheets and hold Elephant. This makes Michael feel much better and he tells his mother that he'll stay at Little Bill's. Michael tells his mother to say goodnight to father and Goldie for him. Little Bill is glad that Michael is going to stay the night. The group goes back to the kitchen to finish eating. Later that night, Michael holds Elephant and pretends that they are all on a spaceship. Michael is able to sleep with the Captain Brainstorm sheets. The guys pretend that they are going back into space with Elephant. Big Bill and Brenda come in and tell the boys that it's time to go to bed. The boys are disappointed, but understand that it's late. Big Bill puts Elephant back in his cage. Michael tells Little Bill that he should sleep over at his house the next time they have a sleepover. Big Bill and Brenda think that's a great idea. Michael tells him that he can sleep with the Captain Brainstorm sheets when he comes over. Big Bill and Brenda tell the boys good night and Little Bill and Michael fall asleep. Big Bill and Brenda look outside to find snow falling onto the ground. Brenda notes that the boys will be in for a big surprise tomorrow when they see the snow on the ground. The episode ends with the boys fast asleep.
It's a sleepover! Little Bill's friend Michael is sleeping over for the first time. When Michael gets nervous and asks to go home, Little Bill thinks that he doesn't want to be friends anymore. Little Bill: Sleepover Surprises