Young Clara would rather play with her imaginary giant fish, Asha, than settle down to sleep.

Good-natured Elwood P. Dowd has a six-foot tall rabbit that only he can see as his constant companion. When his sister decides to commit Elwood to a mental hosptial a mix-up occurs and she finds herself locked up instead. It's up to Elwood to straighten out the mess with his kindly philosophy, and his "imaginary" friend.