Newborn caterpillar Willa has a world to explore! She makes friends with the ladybug children and baby grasshoppers, visits the meadow, wishes she could fly like a bird, and snacks on tasty leaves. As days go by, with each new experience, Willa collects warm, golden threads that she tucks beside her heart. One day a sleepy Willa wraps herself in a cocoon made from her golden memories. When Willa awakens, she feels different-and she is!