It's nighttime, and a circus train is passing through town. But a baby elephant is sleeping too close to the edge of the car he's in, and tumbles out, rolls down the hill, into a house, and right into Tom's basket. Not noticing out of tiredness, Tom curls up on top of the elephant, who's under the blanket. It manages to make a quick getaway, then sucks up Tom's milk with it's truck. Thinking it was Jerry, Tom marches into the kitchen. Jerry was actually drinking milk, but is wasn't Tom's. Still thinking he did it, Tom prepares to smash his bowl on him, when the elephant comes to his rescue. The two then hide from Tom in the closet, and decide to play a trick on him; Jerry paints the elephant to make him look like a super-sized version of himself.