Hungry Caterpillar eats his way through the blackberry bush; all the while his friends Bumblebee, Sparrow and Butterfly are soaring high in the sky. Oh, how Caterpillar wishes he could fly!
As Caterpillar munches his way along he meets several other creatures and envies their ability to fly. Bumblebee tells him he needs wings but that his "legs are made for walking". Sparrow tells him he is too fat to fly. Just before he goes to sleep Butterfly encourages him to rest because one day he might fly like she does. When he awoke he stretched and stretched and discovered he had turned into a winged butterfly while he was dreaming.
Cartoon artwork features bright colors and large, bold images. The energetic pages are filled with sweet-faced, stylized creatures. Different fonts and flowing placement of text on the pages are used to reflect the action of the story.