Clifford and Emily Elizabeth come up. Sheriff Lewis asks if Clifford could do him a favor. He has Clifford pick up the car and move it to a legal parking spot. He thanks Clifford and asks Emily Elizabeth if she could do him another favor. He's going to be setting up the fireworks. However, T-Bone is afraid of loud noises and he was wondering if he could hang around her for today. Emily Elizabeth has something else to do, but she says that T-Bone could hang around Clifford. Elsewhere on the island, Mrs. Diller and Cleo are leaving Mr. Kibble's.
Cleo is all dressed up for Founder's Day. She has lots of colorful bows and ribbons her. Mrs. Diller comments that she's going to outshine the Founder's Day fireworks. Cleo goes off and joins T-Bone and Clifford. Clifford comments on all of her bows. She repeats about how Mrs. Diller said that she would outshine the fireworks. T-Bone whimpers. Clifford explains to Cleo that she oughtn't mention the fireworks. T-Bone has a problem with loud noises. Cleo asks T-Bone why he didn't tell them that he was afraid of loud noises before now. T-Bone explains that he thought they would think he's a scaredy-cat. He says that he doesn't want to be scared of loud noises, since he'd really like to see the fireworks. Clifford and Cleo decide to help him.
They take him to a construction site. T-Bone tells them that he doesn't like all the noise. Clifford says that he doesn't like it either. Cleo explains her strategy for dealing with it, she's going to make noise right back. She says that if you're scared of something, you should scare it right back. She howls and then has T-Bone join in. Then, she asks Clifford to join in. At first, Clifford's extremely loud howling disturbs the constructon workers. But then he howls again and this time the howling is set to background music. Everyone starts dancing as Cleo and Clifford howl. Finally, they stop. However, they see that T-Bone is cowering on the ground.
This time, it was Clifford's loud howling that scared him. That didn't work, so they try something else. Their new idea is to get him used to loud noises slowly. Clifford says "boo" to him and it doesn't scare him. So they try quiet windchimes. That works, but when they make the windchimes a bit louder, T-Bone's scared again. Clifford bangs cymbals, but it's stil not working. Finally, Clifford picks up a large crate. T-Bone's scared, as he knows it's going to make a loud noise when it drops. Clifford drops it and it crashes, but T-Bone doesn't seem to be scared. Their hard work payed off. Then the ferry horn blasts and T-Bone gets spooked. He runs away, all the way to his dog house.
Clifford and Cleo try to convince him to come out. They explain that they don't think he's a scaredy-cat. Cleo says that everyone's afraid of something. For example, she's afraid of the dark. That's why she has a glow-in-the-dark hedgehog toy. And Clifford admits that he's afraid of spiders, even though he knows they're really friendly. T-Bone thanks them. He says that if they want, they can watch the fireworks, while he stay homes. Cleo's okay with this and she starts to walk off, but Clifford puts his foot in front of her path, stopping her.
He says they're going to stay right there and watch the fireworks from T-Bone's house. So they do. They're beautiful and T-Bone wears earmuffs so he doesn't have to hear the noise. The fireworks continue, the last one we see being one of Cleo, Clifford and T-Bone.