Clarence uses a special jack-o-lantern to enter people's dreams, and learns that something is causing his friends to have nightmares.
The episode begins with Clarence in a sleepover with Chad, Mavis and Guyler. Clarence wants to play with his special pumpkin portal, but Chad says it's getting late and that they should go to sleep. Clarence asks if they can at least eat more candy first, and Chad agrees to do that. The four of them ended up eating too much candy and fall asleep. Clarence dreams that he's in the fun dungeon ball pit, and a monster sucks him up. Clarence quickly wakes up, and notices that Chad may be having a bad dream, so he uses his pumpkin portal to enter Chad's dream.
There, Chad works in an office. He's talking to Mary on the phone, but he's computer suddenly starts having a ton of errors. Chad tries to fix the problems, making him unable to focus on what Mary's telling him. Clarence tries to comfort him by explaining that it's just a dream, and that he doesn't really have a job so he can do whatever he wants. Chad understands and starts playing a guitar, but the computer starts to melt into a thick liquid, which has a life of it's own and walks around the room. At that moment, Clarence wakes up and Chad is no longer there. Clarence assumes Chad woke up and went to the bathroom.
Suddenly, Guyler starts having a bad dream as well, so Clarence uses his pumpkin portal to enter Guyler's dream. Guyler dreams of a dark cloud raining on him and overfilling his boat with water. Clarence arrives on a giant swan, and the swan sucks up the dark cloud. Clarence and Guyler starts fishing. Guyler fishes up a gummy fish. Guyler walks on top of the water and picks up the fish. The gummy fish starts spitting candy in Guyler's face, then it lets out the same thick liquid seen in Chad's dream. At that moment, Guyler falls under the sea and Clarence sees him as a reflection, Guyler lowers his shirt, showing his hidden mouth for the first time and screams. Clarence wakes up and Guyler is gone too.
Then, Mavis begins to having a bad dream and Clarence uses his pumpkin portal to enter her dream. In the dream, Mavis is at Chuckleton's with a lot of people, but everyone's face looks like Mavis, and they speak like her as well. Mavis can't take it anymore, and Clarence explains that she's only dreaming. At that moment, Mavis vomits the same thick liquid seen in the other dreams and thanks Clarence with a normal voice, leaving everyone surprised. Suddenly, the thick liquid forms Balance. Clarence is happy and surprised to see Balance again, but then Balance takes Mavis and puts her in a prison in his stomach, Chad and Guyler are seen trapped inside Balance as well.
Clarence wakes up, and tries really hard to fall back asleep to rescue his friends. When he feels like he's never going to fall asleep, he falls asleep. In his dream, Clarence is in the ball pit again and finds Jeremy there, who can teach him to control his dreams. When Clarence finishes his training, Balance appears and takes Jeremy. Clarence tells Balance to let his friends go, but instead, Balance tries to make Clarence join his friends in prison. Balance unleashes several monsters to try and capture Clarence, but Clarence uses his mind to change the monsters into good things, but after a few more attempts, Balance finally captures Clarence and puts him in the prison with his friends.
Clarence remembers that he can control his dream and makes a door appear leading to a slide coming out of Balance's backside. Clarence tells Balance that he shouldn't be giving people nightmares, but give people hugs instead. Balance says he's not a hugger. but then Clarence and his friends hugs Balance and makes him disappear. As Clarence is about to wake up, he says goodbye to Jeremy. When Clarence wakes up, Chad, Guyler and Mavis are in the living room and Clarence tells them about his crazy dream. Then Mary arrives and asks if anyone wants some late night candy. Clarence says "No." and the episode ends.
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