A masquerade ball with a blue ribbon! Caterpillar dreams of winning, but wonders how she can since she is just a baby. Tadpole convinces her that her natural baby disguise as bird poo is perfect.

As Caterpillar grows, her look changes, and she worries again. Tadpole tells her she now looks like a scary snake, and is sure to win! Then . . . just weeks before the ball, Caterpillar spins a chrysalis and hangs unmoving from her tree. Now, even Tadpole (who is changing into a frog) is worried.

Will Caterpillar break out of her chrysalis in time? And if she makes it to the ball, will she still think winning is the most important thing of all?