Susan and Forgetful Jones watch Gordon play ball with Miles and some kids. Oscar the Grouch points out that Miles is growing, and watching him play ball reminds Oscar of a special time when he was a little Grouch.

In a flashback sequence, Oscar narrates the first time he and his Grandpa Grouch went for a car ride, and Grandpa showed him how to count to 10 by honking the horn. A grouch cop stopped by, and asks them to keep making noise.

Fade back to the present: remembering the special grouchy car ride makes Oscar want to repeat the car noise over and over, which drives everyone away from him.

An alligator and an elephant chat about how to remember their names.