Bonnie wants some female friends for her sleepover, so she invites our featured aquatic guests. They start by singing a little breezy number, and then their guests follow Bunnie wherever they go during "Animal Awards" and "Habitat Time". Stinky, Jake, and Armstrong decide to have their own sleepover, only for them to be ambushed by Bunnie and her new friends, resulting into a pillow fight.
- That's Amazing
- Guest: Sandy the Giant Otter
- Baby Talk
- Rodent Reporter: Rhonda asks a coyote a question
- Yves St. La Roach
- Guest: Melanie the Mink
- Song: Melanie (ft. Bunnie and Sandy) sings "Sing a Little Breezy Number"
- Animal Awards
- Habitat Time
- Rodent Reporter: Rhonda asks a pelican a question
- Dave Goelz as Stinky and a pelican
- Steve Whitmire as Jake
- Bill Barretta as Armstrong and Dullard
- Louise Gold as Bunnie and Rhonda
- John Eccleston as Yves St. La Roach and Melanie the Mink
- Katherine Smee as Sandy the Giant Otter
- Sandy the Giant Otter is a recycled version of Plunk the Sea Otter, only with a furrier white muzzle and underbelly.
- The pelican Rhonda interviews is a recycled version of Paul the Pelican.
- The coyote Rhonda interviews is a recycled version of Bart the Coyote.