Beary Barrington (voice of HALEY JOEL OSMENT) is a fourth-grader who lives with his mom and dad (MEAGEN FAY & STEPHEN TOBOLOWSKY) and older brother Dex (ELI MARIENTHAL). All is well except that Beary, a real-life, talking bear, doesn't feel that he fits in, especially when his human brother constantly reminds him of just that.
Accordingly, Beary decides to run away from home to Country Bear Hall where his idols - The Country Bears - performed up until 1991 when they disbanded. Unfortunately, stern bank president Reed Thimple III (CHRISTOPHER WALKEN) is anxious to tear down the hall since the Bears owe $20,000 on it.
After Henry (voice of KEVIN MICHAEL RICHARDSON) informs the newly arrived Beary about all of this, the youngster comes up with an idea. If they can get the band to regroup, they can put on a concert, raise the necessary money and save the hall.
Henry is pessimistic about the notion, but Beary convinces him and soon the two of them and bus driver Roadie (M. C. GAINEY) are off to find the former members including Tennessee O'Neal (voice of TOBY HUSS), Zeb Zoober (voice of STEPHEN ROOT) and brothers Fred (voice of BRAD GARRETT) and Ted Bedderhead (voice of DIEDRICH BADER).
As they set out to find and convince the former members, human police officers Hamm (DARYL "CHILL" MITCHELL) and Cheets (DIEDRICH BADER) are trying to find Beary and soon believe he's been abducted by Henry and the others. With time running out before the demolition commences, Beary and the others travel across the countryside doing what they can to get the band back together and save the hall.