Little Bear can't get to sleep because he's afraid of the dark, in spite of the lanterns that Big Bear brings him to light the bedroom. Poor Big Bear just can't settle to read his book because Little Bear keeps disturbing him. In the end, he takes Little Bear outside to where there's lots of dark, so that Little Bear can see for himself that there's no need to be afraid. Little Bear falls asleep in Big Bear's soft, warm arms because he's no longer afraid and Big Bear finally gets to read his book, right to the end.