It's bedtime but one of the three boys won't go to sleep, in turn waking up the other two. So Papa has to tell them some bedtime stories. Each of the stories from that of Paul Revere, to the girl with the fan, to the woman who lived in a shoe, which take comic and physical turns, don't seem to do the trick. Papa really wants to get the boys to sleep during the course of the stories as he has his own thoughts of "after sleep" shenanigans with one of the story characters, the Good Fairy. Mirroring Papa, the boys may have their own thoughts besides sleep even after Papa believes they've finally fallen asleep.