A little girl named Susan is feeling tired, sad and disinterested, and she doesn't kw why. She leaves the school yard one afteron, t wanting to join any of her friends in having any fun. Susan begins walking home along the lane, and encounters some of her many friends along the way. Baby Bunny, Baby Honey Bee and baby Duckling all invite her to play, but she refuses. She hasn't the energy, and besides feels afraid and must leave them behind. She visits more friends in the big, friendly barn but the same feelings stay with her. She has to leave once more. Finally Susan encounters Oliver the Owl, who explains why Susan feels the way she does. Oliver the Owl and Baby Pony take Susan to a school in the village, where Susan meets a pretty young lady and some other children. Here Susan and her new friends learn they are t alone, and that soon they will be happy again.