Abstract: A child's stuffed teddy bear embodiment is made with arms that are animated by an internal electronically-controlled electric motor. The paws at the ends of arms are normally located initially so as to cover the bear's eyes, with the head inclined slightly and the eyes downcast. When a child approaches the bear within a predetermined distance, a built-in proximity sensor initiates the bear's built-in animation system to move the arms so as to remove the hands from the eyes, incline the head upwardly and immediately speak a phrase such as “peek-a-boo” generated by a built-in speech synthesizer, audio amplifier and loudspeaker. Then the cycle is completed by returning to the initial condition: the end of the paws again covering the eyes and the head inclining downwardly.