Little pup is sad that it is fall, with winter coming right around the corner. He can only think of the negative things, like all of his friends going into hibernation, and the cold, wet weather. But his Mama and Papa are quick to teach him to learn to see things with a thankful heart, and to be thankful for winter, because without it the land and the animals wouldn't have the rest they truly need. Mama reminds him about leaves and apple treats---and he learns that he can be happy if he's thankful despite his concerns.