Gina is teaching the kids at her day-care-center how to count backwards. Baby Bear is finding it very difficult, but Goldilocks decides to help him out. Elsewhere, on a park bench, Cookie Monster meets Gladys Ormphby.
Slimey is on his way to the moon in the WASA spacecraft Wiggleprise. Although Oscar is very proud of his little worm, and keeps a scrapbook of his day to day achievements, he misses Slimey terribly. Still, he won't admit his feelings to Gina or Elmo. But when Slimey's sister Sloppy comes to visit, she and Oscar bond.