One day Peter Rabbit sees a strange thing that scares him. He tells many of his friends in the Green Forest who at first don't believe him. Then, after Unc' Billy Possum sees the same thing, others begin to wonder what this strange thing is. Peter eventually learns the truth of what scared him and together with his friends, they start scaring Green Forest predators such as Reddy Fox, Granny Fox, and Ole Man Coyote. But, what is it that is scaring them up on Prickly Porky's hill?