The episode begins with the Moon asking the viewer to join him in his observation of the dreams of Elmore's citizens.
First the viewer observes Gumball's dream. Gumball dreams that he is falling back to his house from outer space, on the way hitting several objects until he eventually hits the roof on his house, waking up immediately before he hits the ground.
Next the viewer observes Mr. Small's dream. Although he expresses his fascination with dreams, he ends up having a nightmare where he is stuck in a confined space.
The next dreamer is Banana Joe, who is having a dream that he is trying to catch his rear end. Then he splits into two bananas. One has two faces on it and the other one has two rear ends on it and then the one with two faces starts chasing the one with two rear ends. As the dream ends he wakes up, and it is revealed Banana Joe was split in half.
The next dreamer is Nicole. In her dream, she is relaxing on a beach. Unfortunately, her dream is disturbed by Richard's loud snoring and when he rolls over on top of her. At the same time, Richard dreams that he is dough being made into a bun.
Then the viewer sees Darwin's dream, who simply dreams that he is sleeping in a bigger fishbowl.
Next is Larry's dream; he has several dreams layering inside one another until he is awoken by the Donut Cop. However, Larry is under the impression that he is still dreaming and starts behaving bizarrely, disrespecting the police officer in the process which lands him in jail, which he still thinks is a dream.
Next, the viewer observes the dreams of several of Gumball's classmates, beginning with Hector, who dreams that he is no longer colossal. Overjoyed, he starts doing all sorts of things he never could due to his massive size. While he is dreaming, however, he sleepwalks and inadvertently wreaks havoc in Elmore.
Then the scene cuts to Carrie's dream, who is having a nightmare that she is stuck in a colorful land of joy. At the same time, Teri is also having a nightmare where she is naked at school.
Back at the Wattersons house, what appears to be Anais' dream is shown. In the dream Daisy the Donkey is alive and Anais is her doll, and Daisy sadistically tortures Anais throughout. However, Daisy gleefully reveals to the viewer it was actually her dream.
Next is Juke's dream, where he is able to talk again, but when he talks to Gumball and Darwin, the nightmare begins when Gumball uses his mouth as a trumpet and Darwin uses his teeth like piano keys. Then more of Juke's friends act like musical instruments, and Juke screams in frustration.
The viewer next sees the Robinsons' dreams, which begins with Margaret reclining on a lawn chair and reading a newspaper, and Gaylord blowing leaves with a leafblower. Gaylord starts to annoy Margaret with his leafblower, who retaliates by throwing a lawn gnome at him. This escalates into a full-on fight, which eventually blasts them both out of bed.
Sussie's dream is next. The dream begins breaking the fourth wall with the sound of Gumball production staff finishing up recording a scene featuring Sussie, and she is revealed to be Aurelie Charbonnier's chin (who does her motion capture in the show). Sussie panics, thinking she is a monster, and flees off-screen in terror as the other staff watch in confusion.
The last dream is Alan's, which is actually quite disturbing and scary but it does not seem to bother him at all as he hums happily in his sleep.
The Moon then brings the episode to a close, facing some complaints from the citizens in the meantime, and then disappears at daybreak. The citizens wake up from their alarm clocks, ending the episode.
[The sky fades to night time and the moon comes up]
The Moon: [Narrating] When darkness falls across the town.
[Shot cuts to Teri, who yawns then erases her eyes and draws a sleep mask]
The Moon: The people start to settle down. And into bed, they gently drift, unless they're on the nighttime shift.
[Cut to Larry, who can be seen at his nighttime shift, smiling with one of his eyes twitching]
The Moon: When everyone has hit the sack.
[Cut to Sarah who puts her head inside the freezer]
The Moon: And Richard's eaten his nighttime snack.
[Cut to Richard, who is sleepy while trying to eat his spaghetti but eventually falls asleep, his face falling on the plate of spaghetti. Richard can then be heard snoring]
The Moon: None-the-less.
[Shot cuts to Traffic Lights, with the red light falling asleep]
The Moon: When everything is tired and bleary.
[Cars collide as a result of the red light turning off and falling asleep. Red light immediately wakes up and turns back on]
The Moon: They spoon together snug but weary.
[Cut to the Spoons and Forks, rolling back and forth, asleep. Cuts back to the Moon]
The Moon: Off they drift to a distant place.
[Cut to Ocho, "pausing" and sleeping]
The Moon: Not bound by rules of time and space.
[Bobert charges himself and shuts down]
The Moon: A place of wonder, of sounds and sights.
[Cut to William, who gets glitter from the Moon's transition on him, causing him to fly around panicking and cracking]
The Moon: A place of joy, of fear or frights.
[Cut to the Moon, at the Wattersons' house]
The Moon: So join me now and we'll explore, the dreams of those down in Elmore.
[Camera fades into Gumball's bedroom right in front of his face]
Gumball: [Gasps, then leans back on his pillow while sighing] Darwin, do you sometimes get that weird feeling like you're falling when you're going to sleep?
[Camera zooms out, revealing that Gumball is in his bunk bed in outer space, falling down]
Gumball: [Screams] Oh, wait a minute. This is a dream. Nothing bad can happen. I'll simply wake up before I hit the ground.
[As he falls down, he hits a satellite, an airplane, Mrs. Jötunheim, Hector, the Chanax Inc. building, a suspended window cleaning ledge, and then his own roof]
Gumball: [Beaten up] Uhn... finally.
[As he is about to hit the ground, Gumball wakes up in alarm but bumps his head on the top bunk, accidentally knocking himself out]
Mr. Small's Dream
Mister Small: Ahh, the land of slumber. A magic world where one can fly or breathe underwater. A place where rainbows flow like rivers and animals dance on clouds. A place with no limits. Where, oh where, shall my wondrous imagination take me this time?
[Falls asleep, and wakes up in his dream in a cramped house, with a clock ticking in the background. Mr. Small is about to scream but screams really quietly]
Banana Joe's Dream
[We see Banana Joe sleeping on his bed, then he quietly barks. In his dream, it looks like he wants to bite the end of himself, but splits himself in half instead. Then both pieces of the banana regrow again and start to chase each other. Banana Joe wakes up biting himself then, noticing he is in two halves, screams]
[Cut to Nicole and Richard's bedroom. Camera zooms in on Nicole and fade into her dream. In her dream, she is sitting in a deck chair on a tropical beach, wearing a white sundress and holding a coconut-cup]
Nicole: Mmmm… [Yelps as the ground shakes]
[We cut back to the bedroom where it is revealed that the earthquake was caused by Richard's snoring. Nicole is still asleep but looks annoyed. We then cut back to Nicole's dream where she tries to resume her relaxation]
Nicole: Aah!... Ngh... AAAH!!
[A burst of wind suddenly blows away the deck chair and almost blows Nicole away, who manages to stick to the ground with her hands until she is blown away seconds later]
[We cut back to the bedroom where we see that the wind was also caused by Richard's snoring right in front of her face. Then resume Nicole's dream, standing a bit shocked on the ground]
Nicole: Whoah... Aaah!
[The ground moves into a vertical position, causing Nicole to fall back until the ground is horizontal again. Just as she gets back on her feet, a large tsunami washes her to the sea]
[We cut back to the bedroom, where Richard has rolled over on top of his wife who is flailing her arms and suffocating under him. Then we move on to the next dream]
[Pixie dust transition to Richard's dream. In his dream, a real human is kneading dough with Richard's face superimposed onto it]
Richard: I'm a bun,
I'm a bun,
I'm a tasty, tasty bun!
To be baked and kneaded, oh, how fun!
You can have me with breakfast,
have me with brunch,
you can have me with your dinner,
you can have me with your lunch!
I'm a bun,
I'm a bun,
I'm a tasty, tasty bun!
To be baked and to be kneaded, oh, how fun!
[We cut back to the bedroom, with Richard still on top of Nicole]
Richard: Mmm... bun!
[We see Darwin sleeping in his fish bowl, then he just dreams that his bowl is bigger]
[We see Larry sleeping on the counter of his work, then he wakes up and sees Richard in the shape of a pastry]
Richard: I'm a bun,
I'm a bun,
I'm a tasty, tasty bun!
To be baked and kneaded, oh, how fun!
You can have me with-
[Richard explodes. Larry then wakes up]
Larry: No dozing on the job, Needlemeyer! Business doesn't sleep. [Looks around and sees he is in an apocalyptic wasteland.] Not a very convenient location for a convenience store.
Old Larry: Larry... [Gets closer to Larry through frame cuts] You have wasted your life...
[Something explodes in the foreground. Larry wakes up again, but sees himself naked and screams. Larry wakes up for the third time but sees his mouthed stitched together so it sounds like a muffled scream. He then wakes up for the fourth time, in his bedroom]
Larry: Ahh! I overslept! Wait! I don't get to sleep!
[Blinks with his right eye but it's actually Doughnut Sheriff snapping at his face to wake him up]
Donut Cop: Hey, Larry! Wake up! So, like I said, one grande cappuccino but with the milk, the coffee, the foam, and the cup on the side.
Larry: Wait, what?
Donut Cop: Three doughnuts with extra cheese and four hot dogs without the skin on them.
Larry: Uh, okay. [Starts to peel the skin off the hot dog] Wait a minute, this is another dream isn't it? One where I get tortured by stupid customers with insane demands! Well, guess what, Mister, this is my dream and I can do what I want in it!
[Larry takes Doughnut Sheriff's hat and puts it on himself while making chicken noises. Then he pats his butt, making more weird noises. He looks at Doughnut Sheriff, slaps him, and rubs his body against him while purring. Then he jumps through his hole, and comes in and out of it mocking a bird clock. Larry kisses him and starts to lick him but the scene cuts to Larry in a jail cell screaming. The hobo can be seen sleeping in the same cell as him]
Larry: Okay... I'll probably wake up soon... In three, two, one... now! What? No pixie dust? Doodly-doo-doo... Oh, gosh...!
[Cut to the outside Hector Jötunheim's cave, then fade inside to see Hector sound asleep, then can be seen that he dreams about being as tall as everyone else in Elmore]
Hector: [Snoring, then wakes up] Huh? Yeah! [Shakes Gary the mailman excitedly] I'm not a giant anymore! I can do everything that regular people can do! Whoo-Hoo!
[Hector hums while dancing happily]
Hector: I just danced and I didn't destroy the whole neighborhood! Whoo-hoo! [Skips merrily down the street] I can hug people without hospitalizing them!
[Hector hugs Cupcake Woman, then heads to the bus stop, and gasps]
Hector: I can take the bus! [Sits at the back of the school bus while everyone stares at him awkwardly] Whoo-hoo! This is so slow!
[The bus arrives at school, Hector leaps out of the bus and resumes his dance]
Hector: I can sit in a classroom like everyone else! But this is a dream and I'm not gonna waste it on studying!
[Hector is inside the mall, holding shopping bags and wearing clothes]
Hector: I can buy clothes instead of pretending I'm not naked and just hoping nobody looks up!
[Hector's sitting in a bathroom stall, happily kicking his legs]
Hector: I can use a toilet instead of a volcano!
[Hector sits next to Sarah on park bench]
Hector: [Softly] Sarah, hi. [Kisses Sarah on her cheek]
Sarah: [Flattered giggles]
Hector: I can have a girlfriend! Whoo-Hoo!
[Hector's dream deteriorates to reveal that he is dancing all over Elmore in his sleep, while the citizens below panic, helicopters are circling him, he laughs in his sleep, and he falls flat on his back, then we move on to the next dream]
[Scene changes to Carrie sleeping in her bed sweating and moving around. Her dream is where she is in a magical land full of bright and colorful singing objects]
[Teri is sleeping in her bed, and in her dream she is walking down the hallway in her school, but notices she is naked]
Teri: Oh, my gosh, I'm naked at school!
[Cut to full shot of Teri's body pixelated as she covers herself. The bell rings and everyone gets out of class. Teri opens a locker as Tobias approaches]
[Teri tries to hide behind Ocho's locker, but he arrives at it almost as soon as she opens it. She then tries Leslie's locker, but he approaches it as well]
Leslie: Thanks, Teri!
[Teri runs away. She then slides under a door but sees the teachers are having a meeting in the room she entered]
Nigel Brown: ...Discuss appropriate school attire. I—
[Teri quickly turns sideways, and the teachers do not see her]
Nigel Brown: So, where were we?
[Teri escapes the room and keeps running until she sees Gumball and Darwin. She quickly crumples herself up and throws herself away. After they pass by, she gets out of the trash can, opens a locker and finds a pencil inside]
Teri: Yes! [Tries drawing on herself] Why isn't it working?
[Scene changes back to her bedroom, where Teri draws on herself while sleeping]
[Anais is in her bed hugging Daisy. We then go into the dream where Daisy is alive and Anais is a doll. Daisy seems to be feeding Anais, with creepy music playing in the background]
Daisy the Donkey: Here, would you like some more, Anais? [Keeps feeding her with the spoon but gets food all over her] Oh, look at you, you're all dirty! It's bath time! [She puts Anais under water in the bathtub] Still dirty. [Does it again] Let's play a little more.
[Daisy dries her with a blow dryer, plays with another toy pulling the Anais doll. Then Anais is attached to the car, and is being dragged on the road. She gets dumped in mud, a tennis ball hits her, she rips, and then Daisy hugs her]
Daisy the Donkey: [Whispering] You're my best friend, Anais. Do you like me, too? [Pulls the string on Anais]
Anais doll: Please, end this.
Daisy the Donkey: Never. [Hugs her]
[Scene cuts back to the bedroom and Daisy is alive]
Daisy the Donkey: That was my dream.
[Cut to Juke's bedroom. Camera zooms in and fades into his dream where he is on the school playground sitting on a bench. Carmen walks by]
Juke: Hey, Carmen. What's up? [Gasps] I can talk! I can communicate again!
[Camera zooms out, revealing Gumball and Darwin standing next to him]
Juke: Guys, guys! Let's have a conversation right now!
Gumball: [Makes trumpet noises]
Darwin: [Makes piano noises]
Juke: No... no!
[Tobias walks in banging on his head, making bongo sounds]
Juke: No! That's not fair!
[Camera zooms further out, revealing Carrie, Masami, Carmen, Leslie and Molly as well, all communicating via instrumental sounds]
The Robinsons' Dreams
[The camera cuts to the Robinsons sleeping. Then, in their dreams, Mrs. Robinson is relaxing on a chair, and Mr. Robinson is blowing away leaves. Then, Mr. Robinson looks at his wife and blows her, chuckling. He blows at her again and starts laughing. He blows at her once more until Mrs. Robinson throws a garden gnome at the blower that then explodes, covering him in soot. She laughs, provoking him into setting off sprinklers at her. They start throwing objects at each other. After that, they look around to see there is nothing else left to throw so they turn into Super Saiyans and use so much power, they explode out of bed]
[Cut to Sussie sleeping in her bed. Then we go to her dream]
Person: Okay, cut! And that's a wrap! Alright, thanks everybody.
Sussie: What's going on?
[Somebody off-screen removes the bed behind Sussie, and then removes her accessories, revealing Aurélie Charbonnier]
Sussie: [Screams and wails in panic] Sussie's turned into a monster! [Runs around the room before leaving it]
Person: Will somebody go check on her? Is she okay?
[Camera cuts to Alan's bedroom. Suddenly a still with a skull on a fiery background pops up for a split-second. It pops up again, and then finally fully shows up. This is followed by a chain of weird/disturbing scenes, including: Strawberries/Vegetables melting, two creepy clown statues, a clown making balloon animals out of Alan's parents, a hand with an eye in the center, and someone scraping their nails on a chalkboard. This is played with Giuseppe Verdi's Dies iræ from Messa da Requiem. Cut back to Alan, who is peacefully humming while asleep]
End of a Night
The Moon: Well, now you know what joy and fun is in the dreams of everyone.
[Camera cuts back to Larry, still in jail]
Larry: In three...two...one... [Snaps fingers] Oh...
The Moon: Well, almost everyone.
[Camera cuts back to the Moon over some citizen's homes]
The Moon: So, when to bed you have retired...
[Marvin pops up from a nearby window with lights turned on in his house]
Marvin: Quiet, you, I'm really tired!
The Moon: Just count yourself truly blessed...
[Harold pops from his window with lights turned on in his house]
Harold: Hey, I'm trying to get some rest!
The Moon: As dreams abound all over town...
[Cut to Patrick at the window, upset and holding a sandal]
Patrick: Seriously, buddy, keep it down! [Throws one of his sandals at the moon]
The Moon: Enjoy— [Gets hit by Patrick's sandal] Enjoy this moment while it lasts, embrace whatever comes to pass. For the day's always kind of rough, because the night is never long enough.
[Immediately cuts to the next morning. Everyone's alarm clocks go off, and several citizens can be heard groaning]