The episode starts with caillou being sad because he has nobody to play with. Grandma asks if has any friends but caillou says no. So Grandma sits closer to him, and Grandma says Clementine is his friend showing a flashback: They are seen in playschool , with Caillou asking Clementine if he could have candy she says no but then says yes and then spills all the candy out. Then she puts the "' 'yellow ones" in a row , then Caillou then is abou to one but the Ms. Martin says in was on the floor. Then she takes out clean candy. Then Grandma says Leo is also his friend showing another flashback: Caillou and Leo are laughing on the swings, when Mommy asks what is so funny but Caillou says nothing, then they continue laughing. Grandma says thats 2 friends , then she if he any other friends , but he says no. Then Grandma says Gilbert is his friend showing the final flashback: Caillou and Gilbert are on the bed playing and then hugs him as the flashback ends, making 3 friends. Caillou is now even happier that he has more then he relizes Rosie and Mr. Hinkle are also his friends making 5 friends. Then Caillou sees Mommy and Daddy are coming saying that they are also his friends, making 7 friends. Then Mommy says that Grandma is also his frieng , making a total of 8 friends.