Matthew reads a magic spell book, which Sooty looks at and he ends up turning Sweep into a frog. He turns Sweep back to himself again. Matthew and Sooty decide to perform a magic show. Matthew and Sooty perform a magic show and after the show Matthew puts Sooty to bed. But Sooty can't sleep, Matthew gets angry and poor Sooty starts crying. Soo suggests they sing him a lullaby all about magical bears.