It was a summer evening in August, and Caterpillar was going to find a leaf to sleep on for the night. He was just going to go someplace else to look when he saw frog. Frog was known in the Rainforest as being very malicious and distrusting, but Caterpillar thought he looked nice enough so he started over to have a chat. “They probably are just rumors” Caterpillar thought to himself. When Caterpillar got over to Frog he said quite loudly “HELLO! How do you do?” Frog turned around and gave Caterpillar a devious grin and said “well hello there Caterpillar, I am quite well and getting better by the minute!” They started talking and while Caterpillar rambled on Frog was thinking “ This ignorant little Caterpillar will be the perfect target for my next scheme! I’m sure he’ll believe everything I say without thinking about it twice!” As Frog refocused on the conversation Caterpillar was just saying “Well frog I must be off, I have to find a leaf before dark, but it was very nice talking to you.” Frog gave the nicest smile he could muster and said “ yes, I had a lovely time talking to you too, meet me tomorrow by the Great Pond, and we can continue our chat.” Caterpillar thought this was a marvelous idea and and went off to go to sleep. Right as he was dozing off he thought “everyone was quite wrong about Frog, he is very nice after all!” But if only Caterpillar had known that at that very minute somewhere else in the Rain Forest Frog was forming a plan.

The next day when Caterpillar woke up he was so excited to go see Frog again, he raced to the Great Pond to find that Frog was already there waiting for him. “How nice to see you again Caterpillar” said Frog, “as to you” said caterpillar. After talking for awhile Frog asked “so Caterpillar, when do you cocoon?”
“What?” asked Caterpillar “Oh my!” said Frog “ I thought for sure you would know?” Caterpillar looked very confused and Frog thought to himself “this will be easier then I thought!” But to Caterpillar he said “ I hate to spread bad news but... but I guess you need to know, since you are a Caterpillar you will go into a cocoon for a long time and when you emerge you will be a vicious animal, with fangs and claws!” When Caterpillar heard this he started crying and through his sobs he said “I-I-I don’t w-w-want to b-be a vicious animal!”
“Well” said Frog “ there’s really noth...” and then Frog realized that he could not only get a good laugh out of this but benefit himself even more! Frog continued “there is only one thing you can do.” Caterpillar immediately jumped and said “What is it?! I’ll do anything!”
“Good because if you do just do a few...errands for me I guarantee that you’ll be fine!” Frog assured. Caterpillar was so excited he exclaimed “I’ll do anything!” Frog grinned deviously “well if you insist, all you have to do is go find some fly’s for me to eat for my lunch.” Caterpillar hesitated and said “but the fly’s are my friends.”
“If you don’t get them for me” said Frog “ you’ll turn into a terrible animal” Caterpillar thought a moment and then finally said “alright I’ll do it”
“Fantastic” said frog “I’ll be waiting for you right here, and be quick I’m getting hungry!” Caterpillar hurried off as fast as he could to find some of the fly’s, he came to the pond and there was Philip and his other fly friends. As soon as Philip saw Caterpillar he came over to say “hello Caterpillar, how are you on this beautiful day?” “I’m fine Philip I was just wondering if I could have a favor?” asked Caterpillar sadly “Yes anything Caterpillar, but can I ask why you are so sad?”
“Oh it’s nothing, just follow me and bring some of your friends too.” Caterpillar led the way back to Frog. When Frog saw them he said happily “You did a very good job Caterpillar, I will enjoy eating your little fly friends very much!”
“You tricked us!” exclaimed Philip in a hurt tone “I thought you were our friends?”
“I am” said Caterpillar “Frog told me that if I didn’t bring you to him for his luch I would turn into a vicious animal!” ?“Well” said Philip “then I guess we have to do it” and just as Frog was stretching out his long slimy tongue Caterpillar screamed “NO, STOP!”
“But why” asked Frog “ you don’t want to be a vicious animal do you?”
“I would rather be that, then be you” declared Caterpillar “you are mean and tried to eat my friends, so turn me into whatever you like! I don’t care!”
“If you insist” said Frog “Tomorrow it will happen” and with that Frog hopped into the pond and swam away.
“Thank you Caterpillar” said Philip the Fly “and I am very sorry.”

That night Caterpillar went to bed very sad wondering what would happen in the morning. He woke up the next day, ate some leaves wondering when the terrible event would happen. All morning his friends came to see him and say good-bye thinking they would never see him again. Then that afternoon Caterpillar made his cocoon. For fifteen days Caterpillar stayed in his cocoon. many people walked by wondering when he would emerge. Then on the sixteenth day he did, when he first came out he saw a whole gathering of his animal friends: Tucker the Turtle, Patty the Parrot, Philip the Fly, Chaz the Cheetah, and many more. At first when he saw them he was very embarrassed he did not want his friends seeing him like this. Then Philip spoke up and said “Caterpillar you are not a vicious animal at all, go look at yourself in the pond, you are quite beautiful!” And indeed he was Caterpillar was no longer a small green Caterpillar but a beautiful Butterfly! Caterpillar learned that he should not trust what everyone says to him and he should always be true and stand up to himself!