I wrote this story for a health class project of all things. It's supposed to teach young readers about bullying. It was intended to be for grades K-3, so it was a little "dumb-ed down." I had the Beauty and the Beast in my mind as I wrote it, but you'd have to be thinking about it that way to really get how it is based off of it. There may be some Pinocchio in the, too, you tell me. Enjoy!

Once Upon a Time... there lived a stuffed bear named Benny. He had many friends; he was the nicest looking bear that Thomas had.

Benny took pride in his good looks, but this lead him to be mean to Thomas's other stuffed animals.

One day, an ugly caterpillar crawled up to Thomas's window. The caterpillar spoke to the bear, "Be kind to everyone, even those less fortunate that you."

Benny would not listen. Benny said to the caterpillar, "You can't tell me how to live my life! Look at you; you're just an ugly little caterpillar!"

The caterpillar shook him head and left. Benny continued to be mean to others.

Days later, the caterpillar returned, but now he was a beautiful butterfly!

The bear stuttered an apology and then told him that he could join his select group of friends. The butterfly spoke, "You did not listen to me! Now you will be as ugly on the outside as you are inn the inside!"

Again, the bear did not listen. The next morning, Benny woke up to have tangled choppy fur, stuffing coming out of his right ear, and stitches all over himself. One of his button eyes were completely detached from his face only hanging on by a single thread.

When the butterfly appeared at the window, Benny screamed at him, "You did this to me! I am not me anymore! Change me back now!"

"Ah, but you are very much yourself," replied the butterfly calmly.

"I don't look like this!" screamed Benny.

"But this is exactly how you look on the inside." The butterfly left before Benny could reply.

Benny thought about what the butterfly had said. He didn't know what to do, so he went to his friends to ask for help. To Benny's surprise, his friends were very mean to him. They made fun of him and called him names!

Benny felt horrible. He was upset at what his friends said to him, but he was also upset when he realized that this was exactly what he had done to the other stuffed animals.

When he thought that nothing more could go wrong, Thomas came home. When Thomas found Benny, he sent him away. He didn't want any "ugly" stuffed animals. Thomas's mother dropped Benny of at a thrift store that morning.

After hours of sitting on an old rusty shelf, a woman walked up to Benny's shelf. She checked his price sticker and picked him up. She bought him for five cents.

The woman brought Benny to a small, old house. After setting down a few groceries, she handed Benny to a small boy whose clothes were worn and a bit too small. The boy's eyes lit up with pure joy when he saw the bear. The boy, Peter, Wrapped his arms around Benny and hugged him tight. He thanked his mom with a big hug and ran to his room.

Peter played with his Bear for hours and hours.

"Why does he like me?" the bear thought, "I'm so ugly!"

Benny grew to like this boy. He was so kind to him, even though Benny wasn't good looking anymore.

Suddenly, Peter picked Benny up and hugged him tight. He whispered in the bear's ear. "I love you, Benny!"

Bear felt tears about to fall from his small button eyes. He had never felt this way before.

"I love you, too, Peter." He thought to himself.

A tear hit the old, shaggy carpet. A bright light suddenly consumed the darkness of the room. In shock, Peter dropped Benny. Seemingly forever, but only seconds later, the light disappeared.

"Benny?" Peter asked. The boy looked straight at him, but seemed to be asking where he was. "Benny!" the boy exclaimed as he rushed into a big hug. Benny was confused until Peter held him up to the mirror on his wall. He looked like he used to! Only now, he had a bright shiny red bow.

Peter and Benny were happy. Peter never would have been able to afford such a nice bear like Benny.

They played together for a long time, until Peter had to go eat dinner. Peter sat his up in a chair and left.

Then the butterfly returned to the window.

"Thank you! Thank you!" exclaimed the bear, "You changed me back!"

"I did nothing. It was you who changed," said the butterfly.

"What do you mean?" asked Benny.

"You changed to look like what you looked like inside. You were, in fact, very ugly inside. Now, you are beautiful inside and out," said the butterfly, now smiling.

"Will I stay this way?" asked the bear.

"You will if you are kind to everyone and you stay good at heart," said the butterfly.

"I will be! I promise!"

The End.

So? What did you think? I can take criticism, so please tell me if you see an area that could be improved upon. Or if you spot grammer errors(joke!). I do not know what you think unless you review, so please do that for me! Thank you so much!

xSnowflake

You know, I probably should not have posted this until the project was over, because if she (my health teacher) searches to see if I copyrighted the whole thing this will come up. Oh well.