It's a snowy winter's evening and the night before Star Day - for the Cloudbabies, this is the most exciting night of the year. Baba Pink, Baba Yellow and Baba Blue are in the cloudyhouse making star decorations. Baba Green is in the garden watering the startree with special liquid feed to help the stars grow. Little Star startles Baba Green and he spills extra liquid feed onto the startree. When Baba Green notices, it is too late and stars start appearing all over its branches. Baba Green hurries back to the Cloudyhouse to get the other Cloudbabies to help finish off their day's work and pick the stars from the startree. They all agree there are a lot of stars! But tell Baba Green tells them not to worry, as you can never have too many stars - not on the night before Star Night.The Cloudbabies use the skytrain to help transport all the stars to Baba Blue and Rainbow so they can fling them into the sky. The stars keep coming and coming and Rainbow starts to moan from all the extra work. Moon begins to get concerned about the lack of space in the sky and Little Star is upset as there is no room for him to twinkle. The Cloudbabies agree they need to take some of stars out of the sky. Bobo White gives them a great idea. They decide that they will use them as beautiful decorations to hang about the cloudyhouse in order to celebrate Star Day!