Swerlie-Wherlie meets Butts the Goat in a quarry. Butts takes him to his secret place - a cave. In one of the underground passages they find Shep the sheepdog locked up. Trying to escape from the humans who had captured Shep. Swerlie-Wherlie and Butts fall into an old tunnel and get lost. Saved by Izzzzzabella the grass snake, they try to rescue Shep. Meanwhile, Cockie the cockerel has to deal with Scratch, the farm cat, who is pestering the ducklings.