Bing and Sula are in the park with Flop, collecting acorns. When Bing's pile keeps getting smaller Flop suggests they hide behind a bush to see what's happening to them.
Bing, Sula and Flop are playing "I Spy" in the Howly woods. It's fall and there are lots of autumny things to spy. They find some acorns and start collecting and counting them. But when the acorns start to disappear, they have to stay mousy quiet to find out where they're going.