Kitty Kat is a little kitten who is afraid of nearly everything including mice. Strong winds, sudden noise, and shadows make Kitty afraid. She is so afraid that she often stays awake while her family sleeps. Her brother Tabby is strong, bold, and fearless. Kitty asks Tabby to tell her why he is so bold and how she can be like him. Tabby tells Kitty that he used to be like her. She finds it difficult to believe Tabby. He offers to show her that she does not need to be afraid. With Tabby's help and support, Kitty learns to overcome her fears.