That evening after the store has closed, the bear, Corduroy, decides that he should go in search of his missing button in the hopes that, if he can repair his overalls, perhaps someone will want to buy him.

Back at home, Lisa is still begging her mother to let her buy the stuffed bear. Lisa offers to do a few extra chores to earn an advance on her allowance. Her mother promises to think about it and asks Lisa if she has made any new friends at school. Lisa denies any new friends but says instead that Corduroy would be a fine new friend. Her mother is still convinced that this broken toy is not worth the trouble, but Lisa is relentless.

Corduroy continues his search throughout the department store. He finds himself on an escalator and is perplexed by how it works. After stumbling and tumbling a few times, the escalator takes Corduroy to the second floor.

In Lisa’s bedroom, she is counting all the money in her piggy bank. Her mother tells her that she should do some extra chores to earn the money and Lisa informs her mother that she already made the bed (even though it clearly is not made). Her mother tells Lisa that she could start to do her own laundry in order to earn some extra money and Lisa is excited to try.

In the furniture department, Corduroy is still on the search for his button. He stumbles upon a mop and bucket, which confuses him for a bit. Soon he spies a button sewn onto a mattress and, thinking that it’s his button, tries to remove it. But the button is relentlessly stuck to the mattress until…finally! The button pops off, but it rolls away.

The Nighttime Security Guard, tasked with keeping the store safe and secure, hears strange sounds and goes to the furniture department thinking that there might be a burglar loose in the store. Instead, she finds only…a stuffed teddy bear. She is convinced that someone is on the loose in the department store and playing tricks on her by moving the bear around. She returns Corduroy to the toy shelf and continues her rounds.

Lisa eagerly washes and dries the laundry and even surprises her mother by showing her that she did her mother’s laundry as well. However, she didn’t follow her mother’s directions about water temperature and accidentally shrunk her mother’s favorite sweater. Her mother is dismayed, but Lisa points out that the shrunken sweater now has a new purpose—it would make a perfect outfit for the stuffed bear! Lisa vows to try harder to make it up to her mother.

Back in the department store, Corduroy once again slips off the toy shelf and continues his search for his button. He ends up in the appliances section where he inadvertently turns on a fan and then a vacuum cleaner, which chases him around the store and sucks up a button! Corduroy wrestles the button free from the grasp of the vacuum cleaner, but it slips out of his hand and rolls away.

His attempt to get the button out of the vacuum cleaner is interrupted when he hears a noise—the Nighttime Security Guard! Corduroy hides inside a clothes dryer but the Nighttime Security Guard, now truly confounded by who could be wreaking havoc in her store, takes a break by sitting on the oven which burns her behind. In pain and on fire, she sits on the washing machine to extinguish the blaze. She finds the stuffed bear and, once again, returns him to the toy shelf.

At Lisa’s house, Lisa is cleaning the bathroom to earn extra chore money. Her mother asks Lisa if she would run a bath for her. Lisa, eager to do something nice for her mother after ruining her sweater, happily does so but, drops the cap to the bubbles down the drain. Lisa problem solves by shoving dental floss and band-aids down the drain to retrieve the cap. When her mother comes in and sees the mess Lisa has made, she reprimands her for making such a mess and wasting the floss. Lisa tells her mother the floss won’t go to waste—it will make a fine thread for sewing a new button on the teddy bear’s overalls. She promises to take all the trash out to make up for her mistakes…then accidentally pushes her mother into the bathtub with her clothes still on.

Meanwhile, back at the store, Corduroy searches the toiletries department for his button. He spots the button on top of a giant toilet paper tower. He is determined to climb this toiletry Mt. Everest, but slips and slides all over. Soon, there is shaving cream, baby powder, bubbles, and toilet paper everywhere! From atop the tower, Corduroy finds his button, but the baby powder makes him sneeze and he throws the button off-stage. He climbs down and runs after the button, trailing toilet paper behind him.

The Nighttime Security Guard, entering, is certain that this time she has found the perpetrator of the mess and follows the toilet paper trail but all she finds is…the stuffed bear.

At Lisa’s house, Lisa is trying to take out all the trash but is having a hard time carrying everything. She tries to put everything down on the table but accidentally dumps her mother’s favorite flowers into the trash can instead of the trash. She tries to save the flowers by digging them out of the trash but they look sad. She vows to do an extra good job taking the trash out and tries to step into the can to fit more but ends up breaking the bottom of the can, spewing the trash everywhere on the clean floor. Lisa tries to glue the trashcan back together but makes a mess with the glue. Soon, the trash is stuck all over her. Her mother enters and is angry when she sees the mess. Her mother tells Lisa that she lost her chance at earning Corduroy and sends her to bed.

Back at the store, we see the chase between Corduroy, the Nighttime Security Guard, and the dreaded vacuum cleaner as they travel through every department. The Nighttime Security Guard becomes increasingly messier, while the vacuum cleaner becomes increasingly larger as it sucks up more dirt from the chaos! The Nighttime Security Guard collapses and finds the stuffed bear riding the vacuum.

That night, Lisa is getting ready for bed and saying her prayers. She asks for help making friends at school. Her mother is moved when she hears Lisa add the teddy bear to her list of loved ones to bless. Lisa begins to cry.

Having decided that there must be some link between the stuffed bear and the criminal she’s pursuing, the Nighttime Security Guard takes Corduroy down to the store’s shipping department. Her plan: nail the bear into a box so that he can’t be retrieved, then watch for the mysterious criminal to come in search of him. But, when the Nighttime Security Guard exits to get a hammer and nail, Corduroy climbs out and begins searching through the many boxes around him for his button, causing the Nighttime Security Guard to nail up the wrong box. The two chase around the different boxes in a “whack-a-mole” style before the Nighttime Security Guard falls on a box of nails. She tells the intruder to come out of the box but when Corduroy opens the box, it hits the Nighttime Security Guard in the head causing her to fall into a trash can. Corduroy runs away and is chased by the Nighttime Security Guard who is still stuck in the box.

Early the next morning, Lisa’s mother surprises her daughter by suggesting that they return to the department store and buy the teddy bear. She has realized just how much the bear means to Lisa and offers her an advance on her allowance so that she can have him. Lisa and her mother prepare to head back to the store as soon as it opens.

As night turns to day, the Nighttime Security Guard and Corduroy, having continued their perspective searches through the store, are exhausted and the Nighttime Security Guard has clearly had a rough night. Her clothing is ripped to shreds and her voice recorder is waterlogged. Corduroy flips the switch for the lights, bathing them both in darkness. The Nighttime Security Guard uses her flashlight to survey the space until the batteries die. Everyone is now in the dark and we hear the Nighttime Security Guard crashing into everything. She turns the lights back on just in time to see the vacuum drive through larger than ever. The giant vacuum tries to suck up Corduroy but the little bear fights it off. The vacuum cleaner explodes all over the Nighttime Security Guard. In the rubble, the Nighttime Security Guard finds the stuffed bear just as the department store opens.

In a fit of frustration, the Nighttime Security Guard picks up Corduroy and returns him to the shelf. As she does, she steps on the mattress button Corduroy has been in pursuit of all night. The button is destroyed. Devastated, Corduroy is now convinced that he will never have a button and no one will ever want him. He decides to throw himself into the trash can.

Just then, Lisa runs into the store. She doesn’t see Corduroy on the shelf so she asks the Nighttime Security Guard for help locating him. She shows him a picture she drew of Corduroy but the Nighttime Security Guard rips up her drawing and runs away. She picks up the pieces of her drawing and takes them to the trash can. Suddenly, she sees the strap of Corduroy’s overalls peeking out of the can! She rescues him and takes him home with her.

In her room, Lisa sews a new button on her new friend—not because she didn’t love him just the way he was, but because a new button will make him much more comfortable in his new home. Lisa’s mother suggests that she could invite a new friend over to the apartment to introduce them to Corduroy. Lisa loves this idea.