Frankie is a little bear who has a hard time falling asleep. The dark is scary, and he hates to be alone. So his mother gives him a ball of yarn to hold when he goes to bed, and she keeps the other end in the next room, working it into a surprise for Frankie. Every few nights the yarn changes colour, and Frankie dreams... One night he's swimming in turquoise water, another night he's in a cool grey fog. Eventually Frankie and his mother create something special-and Frankie learns that he's always connected to those he loves, even when he's alone in the dark.