Caterpillar crunches and munches his way through the blackberry bush, walking along on his short little legs. When he sees his friends Bumblebee, Sparrow, and Butterfly flying, Caterpillar wants to fly, too. Bumblebee and Sparrow tell him that he cannot fly because he’s too big. But Butterfly knows a secret. What will the surprise be when Caterpillar wakes up from his long winter sleep?