Since the short came out in 1944, during World War II, the look and design of the butterfly woman may have been inspired by pin-up girls and, in particular, USO entertainers. The 'strafing runs' and 'bomber planes' alluded to in the 'attacking bees' segment of the same short would certainly suggest a wartime influence. Her Hispanic appearance and the South American music that plays when she is dancing may be part of the "Good Neighbor Policy" that the Disney Studio was involved in, other examples of which include The Three Caballeros and Saludos Amigos.
As a caterpillar, he is drunk and revitalized by the coming of spring and sings at every opportunity. He is energetic and bouncy, cheerful and smiling almost all the time, except when startled by the quail, and even showing a slight vengeful streak when he kicks the quail out of his burrow.
As a butterfly, she is coquettish but initially feigns coyness and pretends to be shy or embarrassed when she catches Pluto checking her out, probably in order to make herself seem more alluring to entice him. Even though Pluto is partly responsible for her getting painfully stretched and almost getting caught and eaten by the quail when she was the caterpillar, she is probably unaware of this fact as she seems to act out of gratitude to Pluto for letting her use his tail to transform, as she entertains him with a rather risque dance routine. She is almost always smiling and is very sexy and confident.
As a caterpillar, he is covered in messy green fuzz and has a yellow segmented underbelly. He wears white gloves and shoes and has a typical dog-like face with a black olive-shaped nose, big wide eyes and a wide grin. Two short antennae come off the top of his head. He normally has four short noodly arms and four legs, but in the segment where he is kicking the quail, the animators drew in quite a few extra legs in order to accentuate the power of the repeated kicking.
The cocoon the caterpillar was inside during the transformation is spun from his secreted silk and is light gray in color and spindle-shaped with a spiraling, twisting pattern.
As a butterfly, she resembles a beautiful shapely Hispanic human woman with lightly tanned skin and long bouncy raven-black hair. She has big hazel brown eyes with purple eye shadow, a cute, somewhat flat and broad nose that is accentuated by her full, bright red lips. As a body part analogous to when she was a caterpillar, she still has red antenna though they are much longer and more slender and end in white bulbs. She wears a magenta dress like a strapless nighty or a slip that has black fur lining the upper and lower hem. Her dress is V-backed to bare her shoulders allowing freedom for her wings. She also wears a pair of magenta open-toed open-ankled strap highheels. She has enormous lilac-colored wings, each with a single purple eyespot in the middle. The eyespot is usually rimmed with a thin red circle, but slight variations and inconsistencies can be seen from frame to frame.
Role in the shortAs Pluto goes around enjoying the start of spring, he disturbs a family of quails and ends up following one of the babies, imitating its manner of walking until they both stop to listen to a deep, loud, booming voice echoing underground from a small burrow. The caterpillar pops out of it singing in a high falsetto, momentarily unaware that the quail chick wants to eat him. When the caterpillar realizes, he double-takes, and dives back into his burrow. The quail sticks its head in the burrow and starts to slowly pull the caterpillar out with its beak. Pluto, still in the mood to imitate, uses his teeth to grab the quail's tail feathers, adding to the bizarre food-chain tug-of-war. Eventually, the tail feathers rip, causing the caterpillar snap forward like a rubber band, pulling the quail partway into the burrow with him. The caterpillar, now angry at the quail, kicks the quail's half-buried bottom repeatedly until the quail launches out of the burrow like a champagne cork.
With the danger posed by the quail out of the way, the caterpillar goes deeper in his burrow and pops out directly behind Pluto. When he sees Pluto's tail, he is suddenly compelled to climb it. Though Pluto is startled, he is curious enough to let the caterpillar continue. The caterpillar sings a song about his inevitable metamorphosis as he makes it to the tip of Pluto's upraised tail. There he spins a silk lasso which he wraps around the tip of the tail, ties it to the end of his own tail, and leaps off, dangling upside-down and bouncing a bit, like a bungee jumper. As he continues to sing, he spins and gyrates his tail creating a cocoon that slowly travels towards his head until he is completely wrapped up inside it. Completely bewildered, Pluto stares at the cocoon and shakes it vigorously, listening to its contents rattle like a maraca as he tries to ascertain what is happening.
His curiosity is soon rewarded as the cocoon starts to writhe until the creature inside pops its head out of the top of the cocoon, revealing herself as the, now transformed, beautiful butterfly woman. She smiles coyly at Pluto, causing him to blush, and then elegantly peels herself out of the cocoon while dancing. As if out of gratitude to Pluto for lending his tail for her metamorphosis, she decides to dance for him as she flies from the cocoon and flutters around his face, though her movements are bewildering and mesmerizing to the poor confused dog. She lands on his nose and struts closer towards his eyes. In a playful mood, she covers his eyes with her wings, then 'winks' at him using her 'eye-spots' before flying from his face to land on a sunflower to continue her dance. She picks up a dewdrop and uses it as a ball in her dance. When she finishes with an incredible high-speed ballerina spin, Pluto, who was so engrossed by her dancing, tries to imitate her, so he spins off and finds a beehive to use as his ball.
- The caterpillar's mouth doesn't move when he is singing his transformation song, hinting that he probably sings in his brain.
- Even though caterpillars are capable of producing silk and use it in their metamorphoses, butterfly caterpillars do not use the silk to make a cocoon, moth caterpillars do that. Instead, butterfly caterpillars shed their skin and become chrysalises.
- Even though the caterpillar spins his cocoon while he is hanging upside-down, the butterfly comes out of the cocoon rightside-up.
- The butterfly's wing pattern shows slight inconsistencies with respect to the red ring around the eyspot from frame to frame.
- By the time the butterfly has finished her dance, when next we see Pluto's tail, the caterpillar's cocoon is gone.
- Inside the caterpillar's burrow there is actually a framed picture of what looks like a female caterpillar (as implied by redder lips and a fancy headpiece), quite possibly the singing caterpillar's mother. Of course, as a caterpillar, his parents should be butterflies, though the animators were probably mixing different types of bugs since caterpillars typically don't burrow underground but worms do. They were probably playing a gag off the "early bird gets the worm" aphorism, but having a caterpillar transform into a butterfly is one of the most magical and striking changes that can be used to symbolize the regeneration of spring.