Barney & Friends Episode
The Sleepless Sleepover
Season 11, Episode 3B



Air date September 19, 2007
Written by Jim Lewis
Directed by Fred Holmes
Theme Friendship, dealing with fears and trying something new[1]
Dylan (debut)
Mei (debut)
Melanie's Brother
Episode Guide
Bop 'til You Drop
Little Red Rockin' Hood

"The Sleepless Sleepover" is the second part of the third episode from the eleventh season of Barney & Friends.


Barney, BJ, Riff and the kids prepare for a big sleepover campout in the park and Melanie claims that she is "going to the circus" that night and probably won't be back til really late, so her brother tells her that it's tomorrow night. In reality, as she truthfully explains to Barney, she's very anxious about sleeping outside. Barney tells her that it's not unlike sleeping at home and that it can be a whole lot of fun. From roasting marshmallows and brushing teeth, Melanie learns that sleeping outdoors isn't that bad. After taking care of their teeth, the group listens to a story that Melanie tells, which puts most of them to sleep. While the others are asleep, Barney and Melanie explore the different night time sounds (including BJ's snoring). She tells him that she's not afraid anymore, but the sound of a frog wakes the others up. To help them get back to sleep, Barney sings a lullaby song called "Bedtime with Barney".

Stories: Melanie's Bedtime Story


  1. Being Together
  2. Brushing My Teeth
  3. I Used to Be Afraid
  4. Bedtime with Barney
  5. I Love You


  • This episode marked:
    • The first appearances of Dylan and Mei.
    • The first time that Barney picks one of his friends up to give them a great big hug. It's during Mei's dream when Barney holds Mei tight and snuggles up with her in his arms for affection and comfort against his big tummy.
  • Barney makes a reference to "Pistachio".
  • After not being used for nine years, the song, "I Used to Be Afraid" returns in this episode, since "It's a Rainy Day!".
  • After not being used for twelve years, the song, "Bedtime with Barney" returns in this episode, since Barney's Sleepytime Songs.
  • The rendition of "I Love You" is the same as the one from Let's Make Music, expect the violin music was cut for that rendition in this episode. The ending key is based off of the one used in season seven's version of the song.


  1. Bop 'Til You Drop And The Sleepless Sleepover
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