When Fred can't sleep, his mom suggests counting sheep. But sheep are boring, so Fred tries to count elephants instead. He didn't realize that elephants are sneaky, troublesome animals Soon they're wreaking havoc on his whole house, and Fred has to find a way to get rid of them, or he'll never go to sleep. When Fred can't sleep, his mom suggests counting sheep. But sheep are boring, so he tries to count elephants instead. He didn't realize that elephants are sneaky, troublesome animals Soon they're wreaking havoc on his whole house, and Fred has to find a way to get rid of them, or he'll never go to sleep.