Twiggle Wiggle and Squiggley Wiggley are the last two crawling caterpillars in the lost land of Cool-Pillars. Knowing they are the only hope to keep the butterflies from becoming extinct, Squiggley desperately searches for the Chrysalis Kingdom. During his search, he is captured and thrown into a dark cell. Twiggle Wiggle is more concerned with being beautiful and strutting with the Cool-Pillars than finding a kingdom that doesn't exist. But when she discovers her best friend has been taken prisoner, she puts her life in danger to save him. With Twiggle's sacrifice, Squiggley discovers where the Chrysalis Kingdom is, but Mr. Cooley and his guards have surrounded the two friends and are closing in. "No more butterflies!" declares Mr. Cooley.