Barney and his friends take the stage to delight and entertain everyone at Radio City Music Hall. They all work together to make a special surprise for the audience using items from "The Barney Bag". But before they are able to share it, a new visitor, The Winkster, sneaks away with the bag. The Winkster doesn't know how to make friends. Throughout the show, the kids are trying to catch The Winkster and teach him that all you have to do is ask in order to make friends of your own. Also, the chase takes everyone to "Barney's Imagination Circus" with fun-loving clowns and some dancing bears. After the circus ends, the chase continues until Winkster confesses that he took the bag for everyone to play with him. After his confession, he remembers to use the words "Please" and "Thank You," and then becomes friends with Barney, BJ, Baby Bop, and the kids. Barney then unveils the surprise to the audience and then asks them to use their imaginations to make the heart bigger.