Maestro Woof is having trouble sleeping. The Guardians try to cure his insomnia. The other Elders make a sleeping tonic, but Pai mistakes it for lemonade and drinks it. Xia and April discover a Mutant Raccoon from Negu is keeping Maestro Woof awake. Pai "sleep-fights" the raccoon brilliantly, but can't do it when he's awake. With the Elders' help, the Guardians defeat the raccoon. Worn out, Maestro Woof falls asleep.