Bear is planning to take the kids of the Big Blue House to the fair. He has a number of things he needs to remember and to help him with this, he's tied a number of strings to his fingers. As he gets everything together, the kids get things together as well, and try to remember the things that they need to do. Bear also helps Treelo to retrace his steps when he loses his backpack. He then helps Ojo & Pip and Pop remember to pack snacks for the fair. He finds Tutter in the attic and they share some memories of a Tutter family reunion. Later, after the fair, he helps Tutter out when he forgets what he did with the stuffed elephant he won at the fair. In the Shadow segment, Shadow presents a song about a man and a woman who remember each other, even when they're far apart.
- There is no real-kids segment in this episode.
- Bear and Tutter share some memories of a Tutter family reunion via a photo album. A Tutter Family Reunion would later be held at the Big Blue House in the third season of the program in an episode by the same name.