Boog (Matthew J. Munn) thinks that Elliot (Maddie Taylor) has not been as close a friend since he started a family with kids of his own. In search for real friends, Boog stumbles upon a circus in Russia where he meets a talented female bear named Ursa (Melissa Sturm) (whom he falls madly in love with) and a clever bear who looks like him, named Doug (Matthew J. Munn). Boog switches places with Doug while so Doug can escape. When Elliot, Mr. Weenie, and the pets and other wild animals realize Boog is missing, they all get together and set up a plan to get Boog back. In the end, Ursa decides to live with Boog and his friends.