Toby, a box turtle who is always complaining about carrying his heavy shell while admiring the agility of lizards, befriends Lumpy, a toad.  Lumpy tries to convince Toby that being a lizard would not be as wonderful as he imagines, but Toby is unconvinced.

Even when his shell saves Lumpy from a snake, Toby continues to complain.

A crafty vulture takes advantage of the turtle's discontent and convinces Toby that if he meets the "change monster," he will be freed from his shell.  Lumpy comes to the rescue just in time to push his friend out of the way of an eighteen-wheeler, foiling the vulture's plan.

Lumpy and Toby return home after Toby experiences a bad dream involving the snake.

Toby learns to like himself and is grateful for both his friend, Lumpy, and his shell.