The story is set at the Empire State Building's observatory, where a class of school children are on a field trip. The primary character is a boy befriended by a cloud who is whisked away to Sector 7, the depot for clouds. There the boy produces blueprints of fantastic new designs, in the form of ocean creatures, for the disgruntled group of young clouds. As the young clouds experiment, they delight in their new forms.
The adult clouds running the cloud depot are furious when they discover the young clouds' misbehavior, and they escort the boy back to the observatory. However, once the blueprints are examined further by the adults, they begin to admire the possibilities contained within them. As the children return home on the school bus, the New York skyline becomes filled with a profusion of clouds in the shapes of aquarium fish and ocean creatures.
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