The Giant Oak Tree is home to numerous animals, and the eldest raccoon is in charge of all that happens there. The animals loved living in the tree, and got along with each other perfectly. Mr. Raccoon lived inside the hollowed-out tree, and the birds roosted on its high branches. Even the squirrels lived quite comfortably in their nests made of leaves.

But honeybees move into the small hole at the top of the giant oak, and they are soon becoming an unwelcome neighbor. The bees were a noisy bunch. They buzzed in and out of the hole all day long, and at night their constant buzzing vibrated the entire tree, keeping everyone awake. After several days of putting up with the bees, the animals decide to take a vote, agreeing the pesky bees must leave. The queen bee - Queen Lilly - overhears their vote and tells the animals they will leave. Soon after the meeting strange growls are heard from the bushes surrounding the oak tree, sending the animals scurrying up to the safety of its huge branches. But suddenly the animals realize junior the squirrel is still on the ground, hiding in a small bush. The animals in the tree shout for Junior to climb, but it's too late. Coyotes are making the growling sound and soon have junior surrounded.

Before the bees leave the Queen's daughter - Baby Bee - stops by to say good bye to her friend Junior Squirrel. Baby Bee finds out her friend is in trouble with the coyotes, and asks her mother to help him. The queen bee sends a signal to the guard bee at the top of the tree, and suddenly thousands of bees began flying out of the hole. The coyotes look up to see the sky darken with honey bees, and soon realize they are now in trouble - big trouble.