After Poppy's husband dies from pneumonia and she is accidentally carried away by a bat, Ereth, a porcupine, starts planning her funeral service, but Spruce--Poppy's grandson--does not believe Poppy to be dead, and goes off to search for her.

When Boof the bear loses his lucky leaf, he runs into porcupine Pine who helps him look for this lost item, but Boof finds something more important than the leaf.