After a long and fun day, Riley falls asleep for the night. But she isn't the only one who needs her rest - her Emotions do, too! While Disgust is on night duty at the console, Joy, Sadness, Anger, and Fear finish their bedtime routines. Riley's new Emotions Embarrassment, Envy, and Ennui are already feeling sleepy. Each one drops off into a deep slumber until all is peaceful in Headquarters.

But there is one Emotion who's still wide awake: Anxiety! Anxiety paces, worries, and just can't seem to quiet her thoughts. Soon her restlessness wakes up everyone in Headquarters. Can the Emotions help their anxious friend get a good night's sleep?