Burlington Bear, Grum the groblin and Max (the human) are best friends. Burly and Grum show Max a Secret City in the the middle of the forest but hunters are tracking them down. The hunters knock out Burly, capture Max and want to turn the Secret City into a tourist attraction. Throw in some big cats, Grum's mother and brothers, Mike the Angel, a deer and a few ducks and the day becomes very exciting!