He doesn’t know where to look but decides to go to the library for more information. Leonardo and the Librarian search long into the night for the most scaredy-cat kid in the whole world. The Librarian shows Leonardo how to use the computer to search. Leonardo finds the perfect candidate, Sam, in the Scaredy-Cat Electronic Data Base.

We transition away from Leonardo, and we see Sam. Sam encounters a butterfly, a bouquet of flowers, a dog, a plate of eggs and bacon, a ringing phone, a hair dryer, a roller skate, a friendly jack-o-lantern, and his own reflection. He is afraid of everything. Leonardo watches this and knows he has found his target.

Later, at the playground, Sam is reading by himself under a tree. Leonardo is standing on a tree branch above Sam. He starts climbing down to scare Sam when a leaf falls on Sam’s head. Sam looks up in terror and runs away. When Leonardo jumps out to scare him, Sam is long gone.

Leonardo hides in Sam’s school locker. Sam goes to open his locker, but the bell rings. Sam leaves the locker closed and runs to class. Leonardo is temporarily stuck in the locker.

Sam is sitting in his seat on the school bus reading his book. Leonardo pops up behind him when a ball flies out of nowhere and hits Leo before he can scare Sam.

Later, Sam is in bed with his book. Leonardo is under his bed. Sam goes to sleep, and we see Leonardo creeping up on him. Leonardo manages to deliver the biggest scare of his life. Sam starts to cry. Leonardo is excited that he’s finally done it, but Sam tells him that he didn’t scare him. He’s crying because his brother broke his action figure, he stubbed his toe, he slipped in the bathtub, he got soap in his eyes, a bird pooped on his head, he has no friends, and his tummy hurts.

The other monsters appear and make fun of Leonardo that he wasn’t even able to scare Sam. They leave. Leonardo turns back to the crying Sam and instead of scaring him, pats his shoulder and tries to comfort him. Leonardo says that if he can’t be a good monster, maybe he can be a wonderful friend. We see a montage of Leonardo and Sam becoming friends.

The other monsters see them playing and realize that it looks kind of nice. They wish that they had a wonderful friend too. They realize that they are wonderful friends to each other.

The scene returns to the Scaredy-Cat Electronic Database. In the database, Sam was the most scaredy-cat kid in the whole world, but Kerry was the second most scaredy-cat. We see Kerry who is scared of anything and everything. We see her get scared of a raindrop, a bunny, a plant, a toaster, toast, a wrapped gift, a basketball, and a pencil sharpener.

We see another monster appear behind her. It’s Frankenhaler, the second most terrible monster in the world. He tries to scare her, but instead she cries. She’s crying because her sister took the last piece of her puzzle and fed it to her lizard. She messed up with her chemistry kit and it exploded over her favorite shirt that she was going to wear for picture day. So, instead, her mom made her wear a stupid dress. Other kids at school laughed at her so she hid in the bathroom and missed snack time. She was hungry the rest of the day, doesn’t have any friends, and her tummy hurts.

Frankenthaler suggests that they go get ice cream and pushes a reluctant Kerry towards the shop. At the ice cream shop, they see Sam and Leonardo. Kerry and Sam are both scared of each other! The two kids start screaming, and the two monsters try a bunch of things to snap them out of it. They wave their hands in front of their faces, try to distract them, and try to physically separate them. Nothing works, so the monsters decide to leave.

Sam and Kerry stop screaming and look around in confusion. They both have no idea what to do, and they realize they have that in common. The narrator asks the audience for suggestions of things that they like or things they like doing with friends. Kerry and Sam talk it out and decide that they have those things in common as well. While they have some things in common, they realize that they don’t have everything in common. The narrator assures them that that’s alright!

We see a montage of Kerry and Sam trying to be friends and trying different activities. They learn that differences make us stronger and the feelings they had aren’t all that bad when another kid has them too. They decide to be friends and surprise Leonardo and Frankenthaler. The four friends laugh and chatter and run off to play.