Lilly is fed up. She's a plain old blue bug - dull and ordinary - she can't help thinking that she'd have so many friends if she was just a little brighter and more interesting to look at. When Lilly's mum sends her on an errand, Lilly spots some beautiful ladybirds playing. Lilly would do anything to look like them! Back at home she makes a plan. Getting some black and red paint, and the biggest leaf she can find, Lilly paints the leaf red with black dots, and then she rolls on top of it! Bingo! Lilly is now a ladybird! Eager to present herself to the real ladybirds, Lilly hurries off to introduce herself. The ladybirds are really friendly, but then it starts to rain. Poor Lilly watches as all the paint washes away, and she's revealed as the plain blue bug she is. Lilly is convinced the ladybirds won't want her now, but guess what? They think she looks just fine the way she is! And besides, it's what's inside that counts ...