Bea was once again very relieved to learn that puppies don't really like honey, but do like fish; her "be good to myself'' treat was safe. For this, she would gladly catch more fish. Just to make sure no fears would be growing and there would be enough fish, Bea did her talk to the maker of fish exercise.

Bea was surprised how none of them really minded getting wet. Scruffles even played a bit trying to catch some minnows. Sweet Puppy did the "doggy paddle" in shallow water. This made her laugh harder than she had ever laughed before. A real bear belly laugh. Everyone got out and shook the water off as if they were shaking some of their bad memories off.

Sitting comfortably in their cozy home, Sweet Puppy told both Scruffles and Bea what she was wanting so badly to forget. The man she lived with yelled very loudly and slammed things around. He even made holes in the walls. She tried to distract the man when he went toward the woman by barking at him; but the man took his belt off and scared her so much that she went into her corner. Then the man threw her into a cold room, slammed the door, and left her, where she shook all alone in the dark. She said she did not mind the darkness of the cave because it was different there. No one was going to hurt her and no loud noise.

When Sweet Puppy said the words loud noise, Bea had a bad memory of when she was very little. She was outside coloring in the sun with her mom. Gradually, her mom began to do her notice exercise as the wind grew stronger. Bea's papers blew away from her purple crayon, as the treetops were bending more and more toward them. Her mom scooped her up as she lept after her pages of hard work.

Bea was surprised how dark it had become in just those few moments. Her mom set her down as they entered their cave. She dropped her purple crayon, which she had been gripping, when there was a very loud deafening boom. The fears started to grow as she remembered the next thing that happened. It didn't seem real now. It couldn't have really happened.

But she knew it had, because every time she heard a loud boom she would put her paws up over her head. That's what she wished she'd been able to do as the pieces of the ceiling of the cave came down on her head with a big branch sticking through an unwelcome big hole. There was more than a honeypot full of dirt covering her as her mom lovingly picked her up, brushed her off, and gave her a big mom bear hug. When they dared go outside, they found a very large elm tree had fallen on the roof of their home.

Ever since that time Bea did not like thunder and lightning storms. And that was what was happening right now. She wished Timothy the Beaver could be there with them. But Beavers don't really like caves and want to be in the water way too much. He often sadly slapped his tail one sound slap as she passed by. But she was still happy to see him and he was happy to see her and she would often find he'd left her several new pots; as he knew how often she might drop the empty ones. She did miss him so.

But this was not a time to do the distracted exercise. Sweet Puppy was beginning to shake more and more. Bea was afraid if she didn't do her alert exercise soon, Sweet Puppy might have a heart attack. Her fears could not get in the way. And she had so many of them. She was conflicted with how to be able to see the lightning and be far enough away from the opening so that Sweet Puppy couldn't see it.

For Bea, counting after the lightning helped her to know if the storm was coming closer or going away. She needed to remember how to count the way her mom had taught her. She knew the storm was getting closer if there were fewer numbers in her counting and was relieved when there were more numbers on this count, after the last lightning flash.