A little Spider was trying to take cover from a terrible storm heading his way. Climbing up the tree to sneak inside a hole he sees in the tree. But he doesn't make it in time; the tree gets uprooted and spun around while little spider is hanging on and the tree eventually falls to the ground. The poor little Spider wakes up and finds himself not quite himself. He makes friends with a ladybug that was standing nearby him while he was complaining about what has happened to him. They decided to go on a journey to find the doctor who might be able to help. Maybe Fluffy caterpillar could help him with his crooked walk and his lopsided webs. Ladybug promises to stay with him as long as he has this problem. They walk for days looking for her friend. Ladybug was hoping he hasn't changed over yet.