Tilly is a shy trutle. She hao no friends. If anyone came by to talk or play, she would duck in her shell1 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 dragonflies2. He joked with the ladybugs, and he hung out with the bees, but his best friend was Betty the Butterfly.

"Hi,Betty. How are you?"

"Hi, Freddy, I'm fine. How are you?"

"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 says," I think Tilly likes you, but she is very shy, and she is very lonely. I think you should keep asking her to come out and play. One day she will come out of her shell."

Freddy liked Betty best because Betty was smart, and Freddy kept asking Tilly to come out and play.

One day when he was just swimming by, 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 she knew that Freddy was right.

She had no friends because she always hid in her shell.

So, Tilly poked3 her head out and looked all around, and she was amazed4 at how many new friends she found.