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