Nilly is an insect baby, known as a nymph. She is tiny without much color. A storm transports Nilly through the air and drops her in a small creek away from her family. She lives beneath the water, feels like an ugly ducking, and has the appetite of a hungry caterpillar. She eats, hides, eats some more, watches, and wishes.

In the water, she realizes there are no other creatures like her. Everything is moving and changing, but Nilly seems to stay the same. She wants to be graceful like the snakes, colorful like the frogs, and have gills and teeth that work like the fish. She is amazed, too, at the birds and how they rise from the water and fly. Nilly wonders what she will be when she grows up, and hopes the growing up happens soon.

For Nilly, a time of great change is coming. She will learn that all things happen for a reason ... and at exactly the right time.