While resting in a cave, Almerina and Gedone are captured by an old bear sleeping in the same cave. To cheer up the old bear, Gedone tells it the famous story of the bear invasion of Sicily.
Baben and Tonio are in the river, with Tonio learning to fish when he is suddenly swept away by the current. This leads Baben into depression, and his bear clan soon falls into famine. Leontzio hints that Tonio might be in Sicily, so Baben leads the bear clan there. The bears are quickly attacked by the Sicilian army but retreat not long after. Baben befriends a human magician.
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