When a tiny, yellow egg appears on the scene, three friends, Speckles the spider, Crumbs the cricket, and Annie the ant, aren’t sure what to think. But when Katy the caterpillar appears, Speckles and Crumbs think the caterpillar is much too ugly to be their friend.

The bear cubs Stubby and Prissy can’t seem to agree on anything—not even on who should close the door while playing a game. Disgusted, their forest friends walk out because of their bickering. The cubs finally decide to settle the issue with a most outrageous game of “You move, you lose.” However, two raccoon burglars show up for an unforgettable game of their own.