It was almost winter and Bear was getting sleepy. But first, Bear had a story to tell... Bear finds his friend Mouse, but Mouse is busy gathering seeds and doesn't have time to listen to a story. Then Bear sees his friend Duck, but Duck is getting ready to fly south. What about his friend Toad? He is busy looking for a warm place to sleep. By the time Bear is through helping his friends get ready for winter, will anyone be awake to hear his story?