Rainbow is trying to get some rest while Baba Yellow is trying to paint a portrait of the Cloudbabies but Bobo White, Fuffa and Little Star are playing around and getting in the way. The Cloudbabies decide they need a babysitter and ask Rainbow who reluctantly agrees. The Cloudbabies try to find the right place to have their picture painted but nothing is right and they cannot agree on the right place. Bobo, Little Star and Fuffa fool around with Rainbow until his patience snaps and he sends them to the naughty cloud. They call him grumpy which he does not like. Sun tells Rainbow that the sky is too quiet without the noise of the mischievous trio. Rainbow relents and asks them to do one more thing... chase him! Rainbow dashes off through the sky with the three miscreants tearing after him in delight. The Cloudbabies go to see how Rainbow is getting on, still not resolved on where to be painted. They find Bobo, Little Star and Fuffa asleep in Rainbow's arms and decide that this is the perfect backdrop to their group portrait.