It's bedtime for Max and Ruby - but while Ruby wants to get to bed; Max remains persistent to stay up until he finds his Red Rubber Elephant.
Ruby tucks Max into bed one evening. He points out that he needs his elephant but Ruby isn't sure where it is. She tells him to stay in bed and attempts to locate it, searching in his toy box and beneath his pillow. She checks his curled up blanket but without it being there, she tells him he will just need to go to bed without it tonight. She then decides to straighten his bed and adjusts the pillow and blanket for him.
After she tucks Max into bed she returns to her room and says good night to her dolls. She is about to fall asleep when Max suddenly returns to her room, asking for his elephant. However, it isn't there and convinced he can get to sleep without it, she offers to let him use her Walkie-Talkie Bear.
When that doesn't help, she also offers Polly Pig and Slinky Snake. Max refuses to go to bed yet, but she assures him he'll do fine without his Elephant for one evening. She explains that by arranging them he won't even notice its gone and points out to where she likes putting them when she sleeps.
After assisting him back into bed, Ruby takes off for her bedroom and dozes off to sleep. It's then Max recalls where he put his elephant and he checks beneath his bed; happily picking it up when he spots it. He wishes it good night, along with Ruby, and falls asleep.
Main article: Max's Bedtime (transcript)
- At the end of the episode, Max says "Good night, Ruby." This is one of five instances that Max speaks a full sentence and the first episode he says Ruby's name.