Little Bear doesn't want to sleep – he wants to stay awake. He tries to avoid bedtime by making scary faces, hiding Father Bear's glasses and saying goodnight to the moon! But yawns never stay away for long and little bears need their sleep.

Father Bear tells Little Bear winter is on its way and that Old Frost is coming to visit. Little Bear looks in the garden with Mother Bear for Frost, but only finds No Feet! Then Little Bear helps Father Bear with the firewood, but Old Frost isn't there. It's only when Little Bear isn't expecting it that Old Frost shows himself.