Bear, with the help of his animal friends, remembers the story he had hoped to tell before the onset of winter.

It happens every fall. The leaves drift down from the tall trees above until the teeny tiny woman's teeny tiny house is buried completely. Inside, it's dark and also a teeny tiny bit scary but the resourceful woman has a plan and a few surprises up her teeny tiny sleeve.

A young squirrel panics when the leaves on his tree change color and fall, but he feels better when his mother tells him about autumn.

There's lots to do and lots to see underneath one boy's backyard home...the apple tree!