Bear is cooking treats for Lady Bear, who has come over for dinner. Sleeping nearby, Mouse catches delicious scent and decides to find out what smells so good. For this, he has to climb up the clock to catch a glimpse everything from above. But while Bear and Lady Bear are enjoying their meal, Mouse is unsuccessful at climbing the clock. With the help of some strange devices, he almost succeeds, but the noise catches Bear's attention and he turns around. He is frighened by the Mouse's large shadow. When happy and joyful Masha comes running into the house, the frightened Bears advise her to run away! But curious Masha finds who is behnd the scary shadow — Mouse. With nothing more to fear, everyone has dinner together.