LouAnn (a bear) is making a doughnut feast in preparation for her long winter's nap. But just before she takes the first bite, ! Her friend Woodrow (a woodchuck) drops by. LouAnn is happy to share her doughnuts, but as soon as she and Woodrow sit down to eat, ! Clyde (a raccoon) is at the door. One by one, LouAnn's friends come over—Topsy (an opossum) and then Moufette (a skunk) and then Chip and Chomp (chipmunks)—until it's one big party. Louann welcomes her surprise guests and makes batch after batch of doughnuts, always dividing them equally among her friends. But she makes one BIG miscalculation. Soon LouAnn's kitchen is bare, winter is near, and she's had nothing to eat at all!