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Penelope K runs the Information Station, a place which contains all the answers to any question a child might have. To help her find the answers, Penelope is joined by her sock puppet, Squirm; Hank and Frank, two wise cracking fish; Trewey, the shadow rabbit, and music is provided by the Rubber Band.

Penelope K's latest mission of finding out where butterflies go at night leads her to discover that butterflies have special patterns on them so they can hide on leaves, bark and rocks. And that's exactly what they do at night so they can sleep without being woken up.