Barney Bear finds a small clearing in the woods and begins to set up camp. He starts off by inflating a "Snuggly Wuggly Air Mattress Sleeping Bag", then gets changed to his pyjamas, with all the animals watching him. Barney scares them off, puts on his PJs and throws his boot at a noisy wolf, only to have it thrown back at him. Unbeknownst to him, a porcupine had snuck under Barney's covers. He finally goes to bed and runs up a tree when the porcupine spikes his bottom. Barney gets back down and sets up bear traps and mouse traps around his camp, only to fall for them himself when a squirrel wakes him up with the radio. Barney falls asleep after hearing a lullaby, but accidentally pumps a lot more air into his sleeping bag, blowing it up. Rain then begins to pour and cause a flood, to which Barney decides to sleep under.