Little Bear joins Father Bear for a night on his boat and learns about the stars and constellations that Father Bear uses as guides while sailing. Falling asleep, Little Bear dreams of playing in the stars as the constellations come alive. After helping Father Bear build a fence, Little Bear is inspired to use the scrap wood for a surprise project of his own which turns out to be a lemonade stand for all to enjoy. Curious about where snow comes from, Little Bear takes a compass and Duck on an adventure to the North Pole.