The friends are lookng up at the, red apple, wondering how to get them to fall. So Boof boasts that he can do it. He runs at the tree fast, slamming into its trunk. One apple falls – right on Boof’s head –but dozens of tree caterpillars drop down, too! EEEEK! The friends all run away. Embarrassed, Boof turns his back, and won’t join in their picnic. Witzy, wanting to cheer up Boof, gets the idea to form a musical parade. They march by Boof, each with their noise-making thing, and Boof cannot resist joining the parade.