Cow is with her family at the fair, where she takes her new doll, Piles the Beaver with her. When she loses Piles, Cow must chase after and recover him.
In an unsuccessful attempt to prove to Cow and Chicken that the Earth is flat, Dad brings in his brother, Professor Longhorn Steer, to teach them proper education.
Cow still has a security blanket (which happens to be Supercow’s cape), but Chicken objects to her still carrying around such an item at her age, which leads to it being thrown out on the way to school. While Cow is depressed, the principal (the Red Guy) decides to torment Flem and Earl.
Cow has started taking up ballet, but due to her weight, she brings the house down (literally). Fortunately, she finds someone to help her find fame, in the form of homewrecker Mr. Slacksoff (the Red Guy).
Chicken receives a credit card (which only has 25 cents worth of credit) inside his cereal. He and Cow are both stalked by the Red Guy over the fee they have to pay after purchasing some gum.
Cow and Chicken’s cousin, Black Sheep (who lives up to both sides of his name) has come over for a visit. This is a problem for Mom and Dad, who both run away for the duration of his visit.
Mom and Dad are worried about their children when they say they’re not scared of the dark. So, they hire a scared Dr. Laxslax (the Red Guy) to solve the problem.