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Lily, a young snowshoe hare, is surprised to notice the leaves changing color in her forest home. She hears from a passing flock of birds that "Winter's coming." Lily doesn't know who or what winter is, but it must be frightening. Why else would the birds be escaping south? And it must have an enormous appetite. Why else would the squirrel be hiding his food? And why would the caterpillar curl up and freeze as solid as an acorn? As Lily learns the ways in which her forest friends prepare for winter's arrival, she becomes more and more worried about what she should be doing. Finally, the brown bear points out that Lily has been preparing without even knowing it: her fur is thickening and turning white to help her camouflage in the changing weather.