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, steals the bag and runs away with it. Throughout the show, the kids are trying to catch The Winkster and teach him that it is important to have friends and to share. Also, the chase takes everyone to "Barney's Imagination Circus" with fun-loving clowns and some dancing bears.