In the last episode, the store is holding a favorite memories contest for all the employees and whoever has the best one wins. Mrs. Pennypacker's favorite memory is when she helped a jungle man find a king's treasure; Jodie's favorite memory is her date at her prom with Gerald; Sam's favorite memory is when he save the life of Captain Cooperthuate at sea; Muffy's favorite memory is when she got the mozzarella award at her school graduation. But since Jeff didn't have any memories before he was in the store, the others put together a photo album to help him choose his favorite memory - which came from all his friends.

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The store got a new security system with different kinds of locks with illuminators, cards, and very high tech. But when Jeff, Jodie and Mrs. P. take the box of old locks to the stock room, Sam is trying to figure out how his system works and accidentally locks them in the stockroom for a while. Muffy has another problem; she lost the key to her diary, but finds it in the end.

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It's almost morning in the store and the day staff will be in soon, that means it's time for Sam, Jodie and Mrs. P to go home, Jeff to be a mannequin, and it's Muffy's bedtime. Muffy's not very sleepy so she sees Jodie for a bedtime story: The teeny-tiny mouse, After that, she sees Sam for another bedtime story: The shoemaker and the elves, After that she sees Jeff for yet another bedtime story that they make up about a statue and a dancing mouse. After all this he goes to bed, and Jodie and Sam go home after getting Jeff in the store window where he becomes a mannequin.

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Flora Frimble, the sister of the storeowner is in the store checking for any mistakes and has a big list. Meanwhile, Jodie set up her display of an old fashion ice cream parlor for the customers and will have all sorts of flavors. But Mrs. Frimble wants them to come up with something new and since Sam is the only one who ever made ice cream, they ask him. But the only new flavor he picks is... Sardine.

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Sam is attempting to get in the world record books by knitting the longest without stopping because he wants his name to mean something. Muffy however, is trying to get rich in advertising Cereal with broken toys, adjustable beds, and plastic lips without much success. Jeff and Jodie try and get them to stop the nonsense by convincing them that their special for who they are. When that doesn't work, they stage a gimmick of their own by pretending to enter a race of riding a bicycle blindfolded and handcuffed.

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Waldo's wife, Mattie is in the store shrunk on a shelf (a little trick she picked up) and is upset because Waldo forgot their 30th wedding anniversary. Waldo shows up in the store claiming that he didn't forget but lost track of time, He tries apologizing to Mattie without much success. The others decide to help him after having to listen to him play an awful tune on the saxophone.

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The new night manager, Crandall J. Crummington, III, a very sly fellow, convinced Sam that they needed a younger, stronger Security Guard. So he quit his job. However, when Sam finds an old robot named Bleep in the dumpster behind the store, who has been thrown away too by Mr. Crummington, Sam and the robot come back into the store to stand up to Mr. Crummington. In order for Sam to get his job back, he must pass a physical and do five chin-ups. So everyone helps him train for it - and tries to retrain Bleep.

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While Jodie is preparing for a giant ""ribbon-sale"", Mrs. Pennypacker is about to go to the opera. Then Mort shows up with two tickets to go to the opera with Muffy. Also, Waldo shows up with a machine that will allow Jeff to go outside the store for a few hours without turning into a mannequin. But while they're gone Jodie and Sam must hold on to the machine and follow special instructions or Jeff will be a mannequin forever. Sam and Jodie are happy to do it for Jeff who is about to go to the opera with Waldo but when Harvey Hardcassel from head office shows up to inspect the store, Jodie and Sam may be in trouble so the others - including Jeff - decides to stay and help Jodie and Sam. Jodie and Sam show up an opera they imagine called ""The Rainmakers"" where they are two Apple Farmers who travel to the clouds and request rain. The rainmakers include Jeff as lightning, Mrs. P as the wind, Muffy and Mort as pitter and patter, and Mr. Hardcassel as thunder.

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Sam is practicing his magic trick that won't seem to work. So TXL is able to help him, thanks to the magic circuits that Waldo programmed into her. But after Sam left the magic circuits on, A magic spell runs loose in the store that changes everyone into storybook characters from King Arthur, to Captain Hook, to Alice in Wonderland, to Little Red Riding Rood, to the Big Bad Wolf, etc. But when they finally figure out what's going on, the must catch the magic spell and mail it back to Waldo.

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Sam has just baked a piecrust and needs 2-dozen (4 and 20) blackbirds that sing to finish the pie (a la ""Sing a Song of Sixpence), which gets everyone on the subject of nursery rhyme food. But unexpectedly, The Queen of Hearts shows up in the store in search for the tarts she baked and the Knave who stole them. While the others are helping the 'demanding' queen for the tarts, Jeff found them and the queen thinks Jeff was the thief. Jodie was able to convince her that it could not have been good old Jeff and manages to make friends with the queen. When they finally catch the knave, he admits that he was going to give the tarts to, get this, Old Mother Hubbard.

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Mrs. Pennypacker must stay home during the day in order to rest her feet so she can go mountain climbing next year. Problem is, she'll have nothing to do. So the others try and think of a job she can do at home, but she isn't very good at becoming an advice columnist, or a fashion designer, But will do great at writing a book of her memoirs and all her great adventures.

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