Papa Bear is enthused about preparing for Bear Country School's Halloween Ghost Walk, but learns that "one person's fun is another person's nightmare."
Brother and Sister Bear and their cousin, Fred, plan a dog show for the annual church fair that has everyone in Beartown excited, including Too-Tall and his gang, who have a plan for stirring things up.
One day while Brother Bear is hunting bullfrogs, he finds a tiny, muddy kitten instead, and when he takes it home and introduces it to Mama, Papa, Sister, and the family dog, they all decide to keep it.
Sister Bear and her new friend Miranda get into trouble with the neighbors, making Mama Bear think Miranda is a bad influence, but Sister Bear tries to convince Mama it was just as much her fault as Miranda's.