Emily Elizabeth and her friends are out on another Halloween night attending a sleepout. Mr. Solomon reads from his newest Flo and Zo adventure Scaredy Cats, in which Flo and Zo realize that scary noises they're hearing are imaginary. Clifford, however, starts hearing real noises that sound just like the ones in the book and is scared by them. Norville helps him to see that they're not so scary after all.