A tiny little caterpillar has three great friends: a moth, a bee, and a ladybug. Since all of his friends have wings, and he doesn’t, the moth, the bee, and the ladybug all fly beside the tiny little caterpillar on their way to school each day. The tiny little caterpillar slows down their travels since he can’t fly with his friends, until one day when something amazing happens to the tiny little caterpillar.