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.

The winter moon is just too bright and he's keeping Little Bear and Duck awake. The two try telling stories about warm places to lull themselves to sleep. But when that doesn't work, they decide to fly to the moon -- to help their bright friend fall asleep.