Penelope K runs the Information Station, a place which contains all the answers to any question a child might have. To help her find the answers, Penelope is joined by her sock puppet, Squirm; Hank and Frank, two wise cracking fish; Trewey, the shadow rabbit, and music is provided by the Rubber Band. In order to discover what rainbows are made of Penelope K sets about trying to make one. Through a frenzy of fun making shadows with light, doing rain dances and taking a journey to find the magical rainbow trout fish, she learns that rainbows are made by light shining on rain in the distance.