Aah, Ooh and Eek are three very worried friends. They worry EVERYWHERE - in school, at the park, in the pool, and especially in the dark. Sometimes their worries get so big, they just don't know what to do!

Luckily someone is there to help - their good friend Pow! Pow helps listen to their worries, shows them how to calm their busy minds, and together they learn that sometimes worried butterflies inside can be excitement too!