Sam lay in bed, staring at the ceiling. He twisted and turned. He closed his eyes tight, then opened them wide. He just couldn't sleep!

Suddenly, he heard a gentle 'baaa' and saw a fluffy white sheep standing at the end of his bed. 'Hello there, Sam!' said the sheep. 'I'm Woolly, and I’m here to help.'

'How will you help me?' asked Sam, rubbing his sleepy eyes. Woolly winked, 'We’ll count my friends, and soon you’ll drift off to dreamland.'

Woolly clapped his hooves and out popped Sheep Number One, as fun as a bun! ‘Baa!’ said Number One, ‘Join the fun!’

Next came Sheep Number Two, dressed in blue, singing, 'Baa-boo, I’m here for you!'

Then came Sheep Number Three, smiling with glee, 'Baa-hee! Count me, wee!'

Sheep Number Four wore a big hat and opened the door, 'Baa-snore, let’s count more!'

Out pranced Sheep Number Five, ‘Beehive, beehive, with me you’ll thrive!’

Then came Sheep Number Six, doing silly tricks, ‘Baa-pix, count the clicks!’

Sheep Number Seven, so bright as heaven, trotted in, 'Baa-nite, all right!'

And finally Sheep Number Eight, never late, ‘Baa-great, don’t wait!’

As Sam counted each sheep, his eyes began to close. 'One, two, three...,' and soon he was fast asleep. Woolly whispered, ‘Goodnight, little friend, let your sweet dreams send!’