When Charlie the caterpillar is born, everything looks bright and beautiful, and Charlie feels happy to be alive. He decides to set out and see the world. <P>As Charlie wanders, he meets one group of animals after another, playing together and having fun. At each encounter, Charlie innocently asks if he might join in, and each time he gets the same reply: "No! Now giddadda here!" when Charlie asks why, he's told he's just an ugly caterpillar -- and not wanted. At first Charlie is mystified, then hurt, then finally begins to <I>feel</I> ugly. <P>As winter approaches, our friendless Charlie sighs and spins himself a cocoon. When spring arrives, the cocoon opens and out comes Charlie -- now a beautiful butterfly. Suddenly he's popular beyond his wildest dreams. Suddenly 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.