Odell, Posie, and Reggie come across a town of frightened fruit and vegetable children. They find that the scarecrows they're looking for are not nearly as good of a babysitter as Odell. The group learns about friendship and bravery when facing your fears.

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The music in this episode includes Cloud Kisser by Charles L. Johnson, which is in the Public domain, via Wikimedia Commons and original music by Tom Goldthwait.