When Horace bakes a biscuit in the shape of a bear, little does he know that his edible treat is going to turn into Biscuit Bear! For in the middle of the night, when all is quiet, that is exactly what happens, and Biscuit Bear decides that it is time he made some friends of his own. So, with flour, sugar and butter he does just that. In fact, he makes a whole circus of friends and the fun begins.