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.

The Tweenies are having a one, two, three day prompted by Judy bringing in three cardboard boxes. Unfortunately Bella is a bit late in discovering this, and opts out of the ensuing games. Although the others in no way intend to exclude her, Bella feels left out. We see how she deals with this all too common feeling, which is exacerbated by her interpreting the most innocent circumstances the wrong way. The final straw is when she does not get to play a bear in Goldilocks, but is persuaded to take on the starring role, to great acclaim.