Excited about holding onto his position as the best speller in the second grade, Pinky has an embarrassing accident but is cheered up by his best friend Rex.
Rex and her best friend Pinky, each the proud possessor of twenty-seven stuffed animals or dinosaurs, find their visit to the museum and its gift shop complicated by Pinky's little sister Amanda.
Pinky, Rex, and Amanda plot revenge on the bad-tempered old woman who lives across the street, until Pinky realizes that she is lonely and needs new friends.