After hearing terrifying tales of the dentist from his older brother Ralph, Frances the rabbit is terrified. As he sits in the waiting room, his mind goes over all the terrifying things he says. When the dentist Mr. Tortoise comes to the door in a mask and calls back Frances goes and begins to cry. That is when Mr. Tortoise removes the mask and shows him that there is nothing scary in back and even shows him how to brush his teeth before sending him on his way with a lollipop.