The Tweenies are fascinated by whistling but are frustrated by their inability to actually do it - until Max brings them a bag of whistles. They make so much noise that they're told to play something more quiet. Meanwhile, Doodles is behaving very strangely. Bella meets some birds in the garden who show her how to whistle like them. Judy reads the Tweenies a story, Max reappears and the mystery of Doodles' behaviour is explained.

Fizz and Jake are jealous when Milo gets a new plane and Bella gets a new scarf. Their frustration is made worse when they are excluded from the New Gang. Max does his best to demonstrate to Fizz and Jake that old isn't necessarily bad, but they remain unconvinced. Gradually they come to terms with their situation via a fantasy about flying in the old plane and a timely and relevant story.

The Tweenies play with their toy dinosaurs while Max makes a film at a museum.