It is storming outside and Little Bear wakes up scared. He hides under his red bed covers several times before fall off his bed still under the red covers. Little Bear then gets out of his red covers and runs into Mother Bear and Father Bear's bedroom and gets into their bed. While trying to sleep, Little Bear continues to get scared and hides under Mother Bear and Father Bear's green bed covers. Little Bear continues to struggle under the green bed covers. Eventually, Little Bear falls off of the bed still trapped under the green bed covers. Mother Bear and Father Bear however, continue sleeping. Little Bear gets out of the green bed covers, runs back into his bedroom, goes under his red bed covers and goes to sleep in bed.