It's fall/autumn in the Big Blue House. Treelo asks Bear to come into the living room, where Ojo is standing completely still. She's pretending to be a tree and so Treelo and Bear join and pretend to be an entire forest. When the leaves start falling off for all, Treelo begs for them not to go and Bear realizes that Treelo doesn't understand why the leaves are falling off. As Bear begins hunting for Treelo, he comes across Tutter, who's pushing a pumpkin into his mousehole. Bear helps him to push the pumpkin and learns that fall is Tutter's favorite season because it's a time when everything changes. He's making pumpkin pie this year and he promises Bear a special something. In the Shadow segment, shadow tells the story of "Peter Peter Pumpkin Eater" and also gives Bear a tip to help find Treelo. He eventually finds Treelo with Pip and Pop, trying to glue leaves back onto trees. He explains to Treelo that the leaves fall off to make way for new leaves in the spring and Treelo realizes that nothing is wrong with the leaves after all.