Everybody's building boats for the big Busytown Regatta, and Mr. Frumble's all excited - he just loves boats. As soon as the race starts, Mr. Frumble sails out of control and he sinks lots of the other boats. Huckle and Lowly win the race - but mostly because they were the only ones who managed to stay out of Frumble's way. Schtoompah and his friend Umpah dream of playing music in the town orchestra. When they're late for their audition, it look like their dream will never come true. Not wanting to give up, they build a music machine which is so popular, they become their own band and play in the park everyday. It's the first annual soap box derby and all the kids build marvelous racers - everyone except for Sally. During a test run Huckle and Lowly break their racer and don't think they can fix it in time for the big race. Sally secretly fixes their racer and all three of them ride it together, straight across the finish line - and into first place.