The episode begins at night with Little Bill in the bathtub. Little Bill pretends that he is swimming in the bathtub like in a pool while Brenda washes his underarms with a wash cloth. Little Bill says that he can't swim without his arms. Brenda adds that he can't swim while he's getting a bath. Little Bill asks Brenda if he can swim more when she's done. Brenda asks Little Bill if he wants to go to a swimming class tomorrow. Little Bill tells Brenda that he already knows how to swim and demonstrates it in the bathtub. Brenda notes that Little Bill does splash a lot in the water like a guppy. Little Bill asks what a guppy is. Brenda informs him that a guppy is a very small fish that can swim really fast. Brenda says that Fuchsia joined the Guppies Swimming Class and she likes swimming. Little Bill says that he wants to be in the Guppies and wishes he could swim like a guppy. Little Bill imagines that he is swimming with the guppies in the ocean and he swims with many other fish as well. After he gets out, Little Bill asks Brenda when he is going to be a guppy. Brenda tells him that he will take Fuchsia and him to the swimming class tomorrow and then he'll be a guppy. Little Bill is excited.
The next morning, Little Bill wakes up and is excited that he's going to the pool. He tells the audience that he is going to be a Guppy today.
Downtown, Little Bill, Fuchsia, and Brenda arrive at the swimming pool. Little Bill asks Fuchsia if he can get a Guppy Shirt like she has on. Fuchsia says that he can get a shirt when he joins the class. Little Bill tells Brenda to hurry so he can become a guppy. Brenda notes that they have to put their swimsuits on first.
After they put their swimsuits on, Fuchsia and Little Bill sing the Guppy Song when they come out to the pool. Little Bill looks at the pool and is a little scared at first. He's never seen a pool before. Brenda tells him that is the pool. Little Bill notes it's bigger than the bathtub. Brenda says that the guppies will have room to swim together. Little Bill says that he isn't a guppy. Fuchsia promises Little Bill that he will be a guppy after the class. Brenda asks Little Bill what's wrong. Fuchsia thinks that Little Bill is afraid of the pool. Little Bill retorts that he isn't afraid. Fuchsia asks what's bothering him. Brenda asks if he wants to get in the water. Little Bill says he doesn't. Fuchsia assures Little Bill that it's fun. She gets in the water and starts to swim around. Brenda asks Little Bill if it looks like fun. Little Bill doesn't think that it looks fun. Brenda asks Little Bill if he wants to learn how to swim. Little Bill tells Brenda that he wants to go home. Brenda tells Little Bill that they will leave after Fuchsia is done with her Guppy class. Fuchsia tells Little Bill that the water does feel good. Brenda agrees and suggests to Little Bill that they sit on the edge of the pool. Brenda promises Little Bill that he doesn't have to get into the water.
Brenda sits down on the edge of the pool and puts her feet in the water. Brenda states that the cool water really does make her feel better. Fuchsia agrees. Little Bill starts to laugh and says that her feet look squiggly in the water. Brenda says that they are when they are in the water. She notes that Little Bill's feet would look the same if he put them in the water. Little Bill hesitates, but puts one of his feet in the water. He thinks it's funny that his feet are squiggly in the water. Fuchsia asks Little Bill if the water feels good. Little Bill tells Fuchsia that he's not getting in the water. Brenda says he doesn't have to if he doesn't want to, but notes that his other foot is feeling very lonely up on the edge of the pool. Little Bill decides to put his foot in the water so it isn't lonely.
Fuchsia asks Little Bill if he wants to see what she's learned in Guppy class. Little Bill states that he doesn't want to see, but Brenda tells Fuchsia she wants to. Fuchsia shows Little Bill how to kick her feet in the pool to make her swim by grabbing onto the edge with her hands and kicking her feet. Brenda tells Fuchsia that she did a really good job. Little Bill says that he does that in the bathtub. Fuchsia says that pool is like a giant bathtub. Little Bill also realizes that the water isn't hot like the bathtub is. Brenda says it would take a lot of bubbles to fill up the pool. Little Bill laughs and says that a person wouldn't put bubbles in the pool. Fuchsia tells Brenda that a person is supposed to swim in the pool. Little Bill agrees, but is still hesitant about going in. Brenda tells Little Bill that he has a hold of him. Fuchsia shows Little Bill how to kick his feet in the pool and Little Bill is brave enough to get in. Brenda holds onto Little Bill and Little Bill is able to kick his feet in the pool. Little Bill states that his feet were swimming. Brenda says that Little Bill's feet were swimming very well. Little Bill and Fuchsia jump around in the pool and splash each other with the water. They both have a fun time swimming in the pool with the other kids. Little Bill demonstrates kicking and splashing in the pool like he learned.
Little Bill and Fuchsia return back to Brenda. Little Bill asks Brenda if she saw swimming. Brenda says that she did. Little Bill tells Brenda that it's not scary like he thought. He says it's like a big bathtub. Fuchsia asks Brenda to come with them to the center of the pool. Brenda likes that idea and walks out with them. Little Bill holds Brenda's hand so she won't get lost. The three sing the Guppy Song together. The lifeguard blows his whistle and tells the kids that Guppy lessons are about to begin. Little Bill and Fuchsia head over with the other children so they can swim. The episode ends with Little Bill splashing water onto the screen.
The Magic Quilt:
The episode begins at night with Little Bill lying in his bed. Little Bill repeats over and over again that he isn't scared and keeps looking at his partially opened closet door. Little Bill whispers into the closet and asks if anyone is in there. He covers himself with the blanket and crawls under it to the other side of the bed. Little Bill crawls to the closet and shuts it. When he does, the door pops right back open. Little Bill is scared and runs out of his room.
Little Bill goes into the room of Alice the Great. Little Bill shakes Alice the Great and asks her if she's sleeping. Alice the Great mutters that she is sleeping. Little Bill waits for a moment and asks her if she's still sleeping. Alice the Great says again that she is still sleeping. Little Bill asks her a third time. This time, Alice the Great says no. Little Bill says that he could sleep better if he slept in the room with her because he would be away from the thing. Alice the Great asks Little Bill what's wrong. Alice the Great says that there's nothing in this world specifically called a thing. Little Bill says there is and says that it lives in his closet. Little Bill says that it's really big with green hair, a long tail, and pointy things that stink. Alice the Great tells Little Bill that she needs to have a look at it. She says that she needs to take a look at this thing. She promises Little Bill that she'll protect him because nothing is going to scare him. Little Bill asks Alice the Great if he is going to get it. Alice the Great says she has to do what she needs to do to make sure he's safe.
Alice the Great and Little Bill arrive at his room. Little Bill tells Alice the Great that the thing lives in his closet. Alice the Great opens the door and turns the light on. Alice the Great says that she doesn't see anything in the closet. Little Bill tells her that the thing only comes out in the dark. Alice the Great tells Little Bill to turn out the light and says that they're going to go into the closet. She promises Little Bill that she'll hold onto him tight. They go into the closet and turn off the light. Alice the Great says it smells like mothballs and old shoes in the closet. Little Bill says that things like those sort of smells. Alice the Great asks Little Bill if he sees anything. Little Bill says no. Alice the Great asks if he hears something. Little Bill says he hears her talking. Alice the Great asks him if he sees the thing. Little Bill thinks that it is afraid of Alice the Great. Alice the Great chuckles. Little Bill asks Alice the Great what is funny. Alice the Great tells Little Bill that something that wants to live in a closet isn't very smart at all. Alice the Great insists that she knows what to do.
Alice the Great and Little Bill return to her room. She asks Little Bill why the thing doesn't want to scare April or Bobby. Little Bill says that they are bigger and big kids aren't scared as easily. Alice the Great opens her treasure chest and looks inside. She says that she needs some magic and pulls out a quilt with pictures of an ice cream cone, a beach ball, a guppy, a leaf, and the Sun. Alice the Great tells Little Bill that he is holding a magic quilt and it will help that scary thing disappear.
Alice the Great asks Little Bill if he knows why big kids don't get scared as easily. She says that big kids know a secret about scary things. Little Bill tells Alice the Great that he likes secrets. Alice the Great tells Little Bill to get in his bed and she'll tell him the secret. Alice the Great says that scary things only want kids to think about them. She says that if he stops thinking about them, then they will go away. Little Bill asks Alice the Great how he's supposed to stop thinking about the scary things. Alice the Great says that he should fill his head with good thoughts and then there will be no room for bad thought. Little Bill asks Alice the Great what he's supposed to do if he runs out of good thought. Alice the Great says that the magic quilt is what he should use. She says that the pictures on it will help him think of good thoughts.
Alice the Great points to the ice cream and notes that it's Little Bill's favorite. Little Bill says that the strawberry ice cream Alice the Great makes is his favorite and the ice cream on the quilt is strawberry. He remembers eating an ice cream cone with Alice the Great. Alice the Great points to another picture and Little Bill notes it's a beach ball. Little Bill remembers the time he played at the beach with Andrew, Kiku, and Fuchsia. Little Bill realizes that a guppy is on the quilt and notes that he is a guppy. He imagines that he's swimming in the ocean with the rest of the guppies. Little Bill starts to get tired and says he wants to go to sleep. Alice the Great asks Little Bill if he'll be alright. Little Bill says that he will be fine since he has the magic quilt. Alice the Great kisses Little Bill good night and turns out the lights.
The next morning, Little Bill joins the rest of the family in the kitchen. He tells everyone about Alice the Great giving him a magic quilt. Bobby asks if it is the one that helps him forget about scary things. Little Bill says that it is the quilt and says that when he fills his head with good thoughts the bad thoughts go away. Bobby notes that he used to use the quilt when he was younger. April reminds Bobby that she used it before he did. Brenda says that she has them both beat and tells them that Alice the Great helped her go to sleep with the magic quilt. Big Bill pretends to cry and says that nobody told him about the magic quilt. Little Bill tells Big Bill that he can use the magic quilt tonight. The episode ends with the family sitting together in the kitchen.
Later that night, Little Bill is in bed with his Guppy shirt on and the magic quilt. Little Bill tells the audience that he's a Guppy now and he is learning how to swim. He asks if they want to go on a ride on the magic quilt. He pretends that they are all flying on the magic quilt together. Alice the Great calls into the room and asks Little Bill who he's talking to. Little Bill giggles and the episode ends with him going to sleep.