Tom can't sleep, so his father suggests he try counting sheep. He agrees, but soon finds the sheep leading him, and his trusty stuffed-rabbit companion, into a wild woodland that's anything but restful. Once there, he meets more creatures -- mountain goats, pirates, penguins, even vampire bats and tigers. To survive, he hides or races away by car, on foot, or on skis, but always counting. Soon Tom finds himself in the company of 88 ghosts! Chris Riddell's colorful illustrations bring the action to life, while Kathryn Cave's verse narrative wittily documents Tom's search for sleep and counting skills!