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.