It's autumn and the squirrels are busy collecting nuts for the winter. One squirrel is determined to shake the last nut from an otherwise barren tree. When he finally does so, it proves not to be a nut at all, but a caterpillar that was trying to become a butterfly. The squirrels are collecting corn cobs too, but a crafty crow is not above stealing them out of the squirrels' tree. The crow brings them back to his fellows, where they store them in a scarecrow's long underwear. A skunk is having bad luck trying to shove an oversized pumpkin through an undersized tree hole and succeeds only in smashing it to bits. A porcupine has a clever way to collect apples: on his quills. The beavers bark and dance happily as they build their dam. The ducks quack merrily as they eat worms. Then winter approaches and all the animals must find shelter. Some will find it easier than others.