A young caterpillar named Charley is urged to munch on milkweed, and follow the crowd by concentrating on becoming an orange and black monarch butterfly. However, Charley is distracted by the beauty of trees, clouds, and mountains. When it's time for the caterpillars' metamorphosis, Charley lags behind the others but eventually emerges transformed into a beautiful butterfly that reflects all the things Charley had ever loved.