Inspired by an old wives’ tale about fluffy whipped cream made from cloud milk, Kermit leads the gang on an outrageous scientific adventure. Bunsen and Beaker construct an elaborate cloud-milking device involving a ladder, a harmonica, and a pair of tap-dancing squirrels. But when their invention accidentally pokes a hole in a storm cloud, they unleash the wrath of Queen Nimbus, ruler of the sky, who demands compensation as a haiku written in seaweed ink. Meanwhile, Fozzie tries to charm the clouds with his weather-related stand-up comedy, only to create a new kind of rain made entirely of spaghetti. The climax involves the gang hanging from a rogue zeppelin, desperately trying to milk a thundercloud as it bellows opera.