The Trio go on a picnic, only to have a group of bugs carry away their food. They meet Amanda, a ladybug who wants to earn a spot at the annual Spot Awards at this year's Bug Fair. The Trio shrink themselves and go with Amanda to the fair, where Amanda gets 3 new spots for making new friends. Just when things were going so well, Wooly captures them and takes them to school as part of his effort to learn about the creatures of Grundo, in hopes of learning more about what he is. Leota's class figures out the truth, and the Trio are restored to normal. Some of Amanda's friends volunteer to help Wooly with his study.