A hermit crab who has outgrown his old shell moves into a new one, which he decorates and enhances with the various sea creatures he meets in his travels.

It is late and Crabby just wants to sleep, but Plankton keeps Crabby awake with questions and chatter--until a request for a bedtime story takes an unexpected turn.

Crabby is a very grumpy crab, so Plankton tries to find a game that will cheer Crabby up, but Crabby does not want to play Simon says or hide-and-seek---will a game of tag be more to Crabby's taste?