Tilly is a shy turtle. She has no friends. If anyone came by to talk or play, she would duck into her shell and wait until they went away.
Then one day, Freddy the frog came swimming by.
"Tilly, don't hide in your shell. I just want to play." But Tilly was too shy.
"No. No. Just go away."
Freddy the frog had many friends. He knew all the fish, he liked the dragonflies, he joked with the ladybugs, and he hung out with the bees. But his best friend was Betty the Butterfly.
Freddy told Betty, "I don't think Tilly the turtle likes me. Whenever I ask her to come out and play, she hides in her shell and won't come out until I go away."
Betty said, "I think Tilly likes you, but she is very shy and lonely. You should keep asking her to play. One day she will come out of her shell."
Freddy liked Betty's advice and kept asking Tilly to come out and play.
One day, he said to Tilly, "You can't have any friends if you hide in your shell. I think you should come on out and give it a try."
Tilly was lonely and knew that Freddy was right. She had no friends because she always hid.
So, Tilly poked her head out and looked all around. She was amazed at how many new friends she found.