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It's bedtime but one of the three boys won't go to sleep, waking up the other two in turn, so Papa must tell them some bedtime stories. But tales of Paul Revere, the girl with the fan, the woman who lived in a shoe--all taking comic and physical turns--don't do the trick. Papa really wants the stories to put the boys to sleep so he can get up to shenanigans with one of the story characters, the Good Fairy; the boys might have their own thoughts beyond sleep even after Papa believes that they've finally fallen asleep.