Julie, Kiki, Leon, and Skye have a sleepover at the Puzzle Place. But they all have trouble getting to sleep and realize they each use different things to help them. Nuzzle and Sizzle search for a place to rest with the couch taken over.
While the others have a tongue-twister contest, Kiki arrives dressed as an alien. She wins but leaves upset when the others laugh in celebration. She explains the alien act is because her classmates teased her for her Spanish accent.
A robot named Naughty One sends another, Rudy One, to the Puzzle Place. He befriends Leon then, unseen by him, insults each of the others. Leon doesn't believe it and is upset when the rest don't want Rudy around.
The kids think of what jobs they'd want. Skye tries to picture himself as a musician. But when the others mention their favorites he notes that none of them are Native American like him.
Leon gets a djembe drum from the African Street Festival. He says it's the best kind of drum there is. Skye argues that an Apache water drum is the best. The two argue about it.
Julie lets Kiki borrow her new toy horse as long as she's careful and leaves the attached red string alone. But Kiki does pull it to see what happens - causing the horse to break. She's left to figure out what to do before Julie returns.
The group decide to paint each other's pictures. But the only paints are the colors of the Place Police. They try with green, then realize they need more than one hue for their differently-shaded skins.
Julie wants to enter a contest writing why cuteness is important to meet beautiful singer Penny Candy, and gets Kiki interested. But she's too wrapped up to notice Skye's plant, after too much plant food, growing through the Puzzle Place.
Everyone wants something new for lunch, so Leon decides to try his hand at making pizza. While the others learn about different ways to eat it, Leon has trouble in the kitchen, then finds out everyone has a different favorite topping.
The kids want to put on Sleeping Beauty, but then notice that only Ben and Jody look anything like the characters in the book's illustrations. They talk about what being beautiful or handsome really means, then Julie finds more stories.
Kiki finds a box with a ukulele, kalimba, xylophone, kazoo, and shekere. Without an instrument, she decides to be conductor but tries to switch what the others' play. They keep their own, and she thinks she has no place in the band.
Julie is sent a package at the Puzzle Place to show the others for Lunar New Year. Kiki and Skye run across it and, not knowing it's addressed to her in Chinese, accidentally tear it. With Jody, they examine it.
It's Picture Day, but Ben doesn't want to wear his glasses since they get him teased at school. He takes them off before the photo can be taken, but ends up making mistakes since he can't see well without them.
The Place Police give the kids doughnuts, one each of six different kinds. They have a game to figure out who will choose first. Jody wins but can't decide, so the others must wait to see if they'll get their favorites.
Jody has been forced to hand over her lunches to a schoolmate. The others try to help her figure out how to deal with him so she'll stop being bullied.
Ben wanted dreadlocks like Leon so had his brothers cut his hair. But it turned out badly so he hides his head in a bag before showing the others. While they try to think of how to help, he imagines having hair like theirs.
A storm hits at the Puzzle Place. Everyone is awed by it, except Leon, who fears lightning and thunder. He doesn't want to admit his weakness to the others. Nuzzle is frightened of the vacuum cleaner.
Skye gives the others Apache fry bread when Jody arrives with matzoh. To not steal his moment, she doesn't show it to them, so doesn't explain Passover means she can't have bread besides matzoh. No one understands why she won't try Skye's.
Ben finds a puzzle, but doesn't have much luck solving it. When anyone offers help or even tries to talk to him as he tries, he yells at and insults them.
Thinking they're alone thanks to chicken pox, Skye finds a guitar and is interested in mariachi music Kiki tells him about. But he thinks the guitar doesn't work, not believing it doesn't sound right because he hasn't learned to play well.
Julie sees what she thinks is a decorated purse and takes it for herself. She later learns it's Skye's Apache pollen pouch, but talks herself into not returning it.
The group is set to go on a picnic. But Skye and Julie want to have it in the mountains and Kiki and Ben want to have it in the park, and even the pairs can't agree on which kind.
While the Piece Police are on vacation, Kiki encourages the others to clean up the Puzzle Place. But instead of putting things where they belong, the kids create a bigger mess by setting everything on a card table.
Leon tries to teach Ben, Skye, and Julie his family's pancake recipe, but they cook their own way so he has no chance. After he cries in frustration, Ben thinks it shows weakness for a male and calls him crybaby.
Ben predicts he'll win first place in some kind of contest the next day, the first time he'll have gotten a prize. So Kiki, Leon, and Jody bring in awards they've earned. But it turns out Ben doesn't even win third place.
Skye introduces his buddy Kyle, a great dancer and athlete, to the gang. They're surprised when it turns out Kyle can't walk. He shows them how he does many different things to point out how much they have in common.
When the others break it to her that her magic act failed, Kiki tries to make them vanish. The rest discover a new underground room and go down to explore, causing her to think she succeeded.
