As Charlie the Caterpillar meets one group of animals after another playing together and having fun, he asks if he can join in. But each time he's told not welcome because he's ugly. As winter approaches, Charlie spins himself a cocoon. When spring arrives, the cocoon opens and out comes Charlie, now a beautiful butterfly. Everyone wants him to be part of their group. But Charlie puts these fair-weather friends properly in their place in this heartwarming story about the meaning of true friendship.