Follows the progress of a hungry little caterpillar as he eats his way through a varied and very large quantity of food until, full at last, he forms a cocoon around himself and goes to sleep. Die-cut pages illustrate what the caterpillar ate on successive days.

Everyone is trying to teach Charley the right way to become a butterfly: Eat your milkweed! Think black! Think orange! But Charley's busy admiring the many beautiful things in the world. Like the swaying trees, and the tall mountains, and the turquoise sea ... Is there really a "right" way for Charley to become a butterfly?