[CHEERING]

Interesting.

What is little there?

Ants.

They're very busy creatures, aren't they?

Mm-hmm.

It smells like the rest of the cookies are done.

[GROANING]

Mm.

If I was as tiny as those ants, I could go get that thread.

[GROWLING]

Hey.

You ants sure are strong.

There's mother bears thread.

[GROWLING]

I wonder where it goes.

[GROWLING]

Uh, uh, uh, chew.

[GROWLING]

Uh, uh, chew.

Hey, don't be scared.

Come back.

It's just me.

Mm.

Oh.

I was just tasting it.

I'll be going now.

Hello, Spider.

You sure have a nice web.

Careful.

I can fix it.

It's starting to rain.

I better go.

Goodbye.

Whoa!

Oops.

What are you doing here?

You brought me.

I brought a worm.

You're not a worm.

This isn't a worm.

This is Mother Bear's thread.

Well, the thread can stay, but you have to go.

I was just leaving.

Excuse me, squirrel.

You're blocking me, son.

Hey.

Hello?

Hello down there?

Can I come in?

Don't you answer for play?

Interesting.

Hey.

Hey.

What's going on?

Help!

Help!

Help!

Little Bear?

Is that you?

No feet.

Get me out of here.

Here I come, little Bear.

What's your mind getting off me, please?

Oh, no feet.

I was really tiny.

And I was down the ant hole.

And I couldn't get out, and you saved me.

Well, you're not tiny now.

Oh, right.

Sorry.

That's better.

Hello, no feet.

Oh, Little Bear.

There's my red thread.

I didn't know what happened to it.

I saw exactly what happened to it, Mother Bear.

Some of it is under the bush, and some of it is in the spider web.

Some of it is with the birds, and some is in the ant hill.

My?

Is there any left for the tablecloth?

Oh, there's plenty left.

Thank you, Little Bear.

I have fresh baked cookies inside when you're done playing.

Thank you, Mother Bear.

Do you want to play no feet?

Sure, let's play.

We'll play that we're really, really tiny.

All right, on your back again.

Let's play that we're really, really tiny.

But I ride on your back, OK?

Oh, little Bear, can't you get any tinier?

Oh, splendid.

Oh.

My, oh, my.

Amazing.

Amazing.

Oh, I'll try this hat.

Where did your granny get all this stuff, Emily?

Granny's traveled all over the world.

Wow.

I love playing dress up.

Don't you, Little Bear?

Oh, yes.

Let's see now.

Look at me.

Owls are clown.

A happy clown.

And a sad clown.

Boo hoo.

Oh, try this on cat.

It's just for dress up.

Ooh, pretty colors.

Interesting.

Maybe you should try something else.

Perfect.

I'm a big game hunter, and I'm hunting for cats.

- Well, find yourself another cat,

but you're the only cat we've got.

Ha, ha, ha.

- Here I come.

- Hey.

- Ha.

- Where are you?

- He got away.

Boo.

- I'm going to get you, cat.

- Oh, no, you're not.

- I'm no longer a cat.

I am the king of beasts.

- Wow.

- Come on, king of beasts.

Let's make a parade.

- Oh, okay.

- This is fun.

- Come on, dad.

Join in.

- How can I dance if I can't see?

- You should never pull the tail of the king of beasts.

Ha, ha, ha.

But a clown can poke fun at a king.

- Duck, what's wrong?

- I can't be anything.

Well, what do you want to be?

- I want to be a beautiful princess.

- Of course you do.

- But I'm just an ugly duck.

That's not true.

We think you're a beautiful duck.

- A fine duck indeed.

- But I can't find a costume.

I tried on a shirt with no arms,

but it got all backwards.

I tried on some shiny shoes, but they were all floppy.

- I tried on this sparkly thing, but it's too big.

- See?

- We can help.

- You can?

- We'll turn you into a beautiful princess duck.

- You will?

- Of course.

A beautiful princess duck.

- Hmm.

- We'll need these.

- Oh.

- Such fine jewels, Your Majesty.

- Aha!

Rare Chinese silk, Your Highness.

- Oh.

- Good thinking, Tutu.

- What's a beautiful princess without her crown?

- A vision of loveliness.

- Me?

Let me see, let me see.

- Oh, I am beautiful.

- Hmm, you need just one more thing.

There.

Anything for a princess?

Duck, you are the most beautiful princess in the land.

- Wow.

- Your Majesty.

- Thanks.

- I mean, thank you.

- Princess Duck?

- Yes, little bear.

- Can I be your prince?

- You may.

- What would you like to do first, Your Majesty?

- Let's dance!

- I remember when you wanted to fly south for the winter.

Oh.

I remember when you just wanted to fly.

- Yeah.

- Wait for me.

Wait for me, ducks.

I'm going too.

- I can fly.

Look at me.

I can be a duck.

I'm flying south.

I'm flying.

I'm flying.

What are you doing?

- I'm flying south.

- You are?

- I wish I could fly.

- Why can't you?

- You're a duck.

- My mother never taught me.

- Your mother's a chicken.

- Some eggs got mixed up.

She's very nice, but she can't teach me how to fly.

- Hmm.

I can teach you.

- You can?

- Sure.

- I'm going to fly.

First, I better teach you how to quack.

You cluck like a chicken.

- I can move like a cow, too.

- No.

- I can bow like a sheep.

- I'm a mouse.

- Squeeks, squeeks, squeeks, squeeks.

- I'm a cat.

- No.

- Yeah.

Yeah.

Yeah.

- You did it.

Yeah.

Yeah.

- Yeah.

- Yeah.

- Oh, ouch.

Ouch.

Now try a duck.

Quack, quack, quack, quack.

Quack.

Quack.

Quack.

Quack, quack, quack.

Quack.

Quack.

Quack.

Quack, quack, quack.

- Perfect.

Now let's fly.

- Quack, quack.

- How do I do it?

- Just flap your wings like this and run.

- Okay.

Let me try.

Flap my wings.

And run.

Was it flying?

- Almost.

- Flying's hard work.

- Here, climb up on me.

- Why?

- Maybe you need to start higher.

- Okay.

- Here we go.

- Start flapping.

- Flap, flap, flap.

Quack, quack, quack.

- Hey, let's go, I can't see.

- Oh, ow.

- Hey, are you sure this is how you do it?

- Hmm.

I've got an idea.

- I love balloons.

- Here's another one.

- Sorry.

- Now what?

Just like before.

Flap your wings and run.

- Okay.

- Flap harder.

- You're flying.

You're flying.

- I'm flying.

- I'm not flying.

- Maybe I should forget about flying.

- This should work.

- For what?

- Helping you fly.

- How can a tree help me fly?

- First we bend it over.

- We do.

- Then you climb on.

- I do.

- Then I let go.

- You do?

- Yes.

- And you fly.

- I don't--

- Oops.

Flap your wings.

- Hey, I'm flying.

I'm flying.

I'm falling.

Flap harder.

I'll catch you.

- Hey, you did it.

You're flying.

- Wow.

- Wait a minute.

How do you stop?

- I don't know.

- Oh!

- I think I'm still too young to fly.

- I'm sorry.

- I'm not.

I'd rather stay here and play with you.

- Really?

- Yes.

What's your name?

- I'm Little Bear.

- What's your name?

- I'm Doc.

- Hi, Doc.

- Hi, Little Bear.

- Do you think that you'll ever fly soaked

for the winter, Doc?

- Will you?

- I don't think so.

- Me neither.

- Good.

- Quack, quack, quack, quack, quack, quack.