Picture	Segment	Description
	SCENE 1	As nighttime falls on Sesame Street, Gordon recalls (in song) about when he was "Afraid of the Dark" as a child, accompanied by brief flashbacks.
	Animation	Two balls play on a seesaw, when a third ball wants to join them (ending up in the middle). (First: Episode 2054)
	Muppets	Grover tries to demonstrate first and last by being first in line, but the other monsters keep switching on him. (First: Episode 1332)
	Cartoon	Would you mind closing our OPEN? (First: Episode 0438)
	Film	Kids play in the snow. Music: Joe Raposo (First: Episode 0292)
	Animation	A frog is formed out of seeds. (First: Episode 2379)
	Film	A mandrill carries her young. Music: Joe Raposo (First: Episode 0039)
	Cartoon	Various sounds are demonstrated, including an alarm clock, a baby crying, a telephone, a faucet dripping, and a boy sneezing. Artist: Irra Verbitsky (First: Episode 1483)
	SCENE 2	Oscar likes it when it gets dark, which means everyone is going to sleep and he can get some peace and quiet. This is disrupted by Hoots the Owl and his jamming. He explains to Oscar that he's a nocturnal being and introduces him to some of his fellow night-cats - Matt the Bat (who plays drums) and Sy the Firefly (who plays the flute). They start a night time jam session that bothers Oscar at first, until he sees how it bothers everyone else around him.
	Cartoon	Letter B/b (bouncing circles) (First: Episode 2222)
	Cast	Live at Sesame Hall, Bob, Maria, and Luis sing "The Curious Cantata" about a bird who asks a lot of questions, played by the ever-curious Big Bird. (First: Episode 2160)
	Film	A man uses a TELEPHONE booth in the city. (First: Episode 0928)
	Muppets	Forgetful Jones forgets what he has to do at night. Clementine tells him it involves using a toothbrush, and he remembers that he and Buster the Horse have to brush each other's teeth. Remade version (First: Episode 2068)
	Cartoon	The Ringmaster displays 12 fluttering finches. (First: Episode 1295)
	Celebrity	Yo-Yo Ma plays the first Menuett from Johann Sebastian Bach's Cello Suite No. 1 in G major, BWV 1007 in the yard. (First: Episode 2210)
	Animation	It's a monkey Artist: Ishu Patel (First: Episode 1767)
	Film	A girl and her friend David, a blacksmith, talk as he makes an iron wolf for his door. (First: Episode 2276)
	Cartoon	B for butterfly (First: Episode 0006)
	Muppets	While Ernie is away visiting the Count, Bert has the place all to himself, or so he thinks! A group of sheep burst into the room and proceed to sing him a song ("Bert's Blanket") about how his blanket was made (with a flashback scene where Ernie is portrayed as a farmer). He then corrects them on the actual production phase. (First: Episode 2391)
	Cartoon	A man counts 40 stars at night. (First: Episode 2243)
	SCENE 3	Telly has some cutouts of three stars and the Moon, then plays a round of "Three of These Things" with Luis and the kids. They come up with two answers, one involving a star not belonging because it's small. Telly lets it float back into the sky to Luis' amazement.
	Cartoon	B is for bubbles, bubbles and more bubbles. And Bosco, who is taking a bath. (First: Episode 0355)
	Muppets	Cookie Monster sings "If Moon Was Cookie." (First: Episode 1789)
	Film	A man makes a shadow puppet of a cow. (First: Episode 0630)
	Cartoon	A crocodile, snake, and kangaroo all cooperate to escape from the zoo and get ice cream. (First: Episode 1577)
	Muppets	Muppet & Kid Moment — Grover, Kimberly, and Kermit demonstrate first and last. (First: Episode 1388)
	Cartoon	Rumba pencils (first, last, Crazy Melvin) (First: Episode 0638)
	Film	Baby animals nurse. Music: Joe Raposo (First: Episode 0546)
	Cartoon	"Ladybugs' Picnic" (First: Episode 0416)
	SCENE 4	Luis makes it dark in the Fix-It Shop by turning off the light. Big Bird makes things darker in his nest by covering his eyes with his wing. Oscar accomplishes this by going in his can and closing the lid, causing him to trip over his furniture.
	Cartoon	Monster in the dark (finding a light switch) (First: Episode 0493)
	Muppets	Little Jerry and the Monotones sing "Telephone Rock". (ending edited) (First: Episode 0733)
	Cartoon	An O rolls over and over a horse. The horse eats the O. (First: Episode 0173)
	Muppets	Two-Headed Monster: One head wants to play the trumpet, but the other head wants to sleep. (First: Episode 1390)
	Song	Joe Raposo sings "Everybody Sleeps." (First: Episode 0406)
	SCENE 5	Gordon passes by Luis, who is closing up shop, and strolls along the street. He meets Hoots, who offers they scat together, but Gordon declines and heads back to his apartment for some sleep. Hoots, the only remaining one up, announces the sponsors to a jazzy outro.

Notes[]

• Chet O'Brien voices an unseen neighbor heard during scene 2, asking for Hoots and his band to turn down the racket.