Impressed by the proud caterpillar's boast that she will turn into a butterfly when she grows up, a polliwog determines to watch the caterpillar very carefully and turn into a butterfly too.
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| Sound | Scott Staton | Music |
| Directing | Daniel Ivanick | Director |
| Visual Effects | Gary Becker | Animation |
| Visual Effects | Wolf Ferro | Animation |
| Visual Effects | Bob Bushell | Animation |
| Production | Paul R. Gagne | Producer |
| Editing | Daniel Ivanick | Editor |
| Visual Effects | Daniel Ivanick | Animation |
| Editing | David G. Logemann | Editor |
| Production | Morton Schindel | Executive Producer |
| Writing | Jack Kent | Writer |
