Mrs Elephant, Mrs Walrus and Mr Bear are off to town again; this time to go to the fair. But they keep seeing other attractions that take their fancy - shops, a cafe, the park, the cinema. When they finally arrive the fair is closed for the night and everyone has gone home. Bitterly disappointed (especially Mr Bear) the animals decide to sleep outside the fair, until they are let in by the man who unlocks the gates in the morning.