Mildew Wolf is sneaking up to where Lambsy Sheep should be but all he finds is a note from Bristle Hound saying that they have gone to a sheep show. Mildew is determined to catch the train that they are going on and he barely makes it by getting loaded onto the baggage car.
Mildew disguises himself as a little boy and tries to catch Lambsy that way but Lambsy recognizes him and Bristle catches Mildew and throws him off the train. Mildew gets back on the train and this time tries to act as a lady's accessory in order to get close to Lambsy to grab him, but Bristle sees right through this and once again Mildew is thrown off the train. Mildew then tries the lost dog and then little old lady looking for the dog routine and once again is discovered by Bristle and thrown off the train. Mildew then gets on top of the train and grabs Lambsy and gets off the train via a mail hook but Bristle uses his Shepard's hook to grab Mildew and this time he throws him to a van going to a zoo and Mildew fusses at Bristle as they drive him away to the zoo.