Poor little Franklin has one of the most common childhood afflictions -- he is afraid of the dark and, consequently, going to bed is a constant trauma. This is particularly distressing for Franklin as he happens to be a turtle, and the darkness he fears is, of course, inside his own shell. Bravely, with shell in tow, he sets forth to seek help and in the course of his travels discovers a bird who is afraid of heights, a polar bear who is afraid of the cold, and even a hydrophobic duck. In the end, Franklin discovers that everybody is afraid of something, even his own mother, and his response to what he has learned is guaranteed to draw a smile.