Sure, Ernie unintentionally annoys Benny, And Benny is too irritated to know that Ernie's trying to test out how the dinging works, but it has a nice story line, and really teaches the numbers -- I started dancing when I hear the title song sung by Ernie. Lots of the songs are pretty good, and definitely stick in your head. The great thing is that Elmo has only 2-3 minor parts, (but the five jive rap and seven goldfish are the bomb), and this video has Ernie, Benny, Humphrey and Ingrid as the main characters, despite the Elmo-mania going on during the time it was released! I got a good laugh at Benny every time I watched it. It's a shame that he's not in the show anymore. He would be perfect for some rated pg 13 TV show or movie due to his personality.