S3, E2: The Mini Pet Pals are going to the Little Forest, where the Shimmering Chamaeleon lives. The six friends are incredibly surprised but his ability to change color, and they ask him how he does it. “I don’t know what happens, all I know is that when I get close to something and I concentrate, my body becomes the same color of the things that I am close to…” , Ester the turtle also lives in the Shady Forest and the Mini Pet Pals are curious to meet her and to find out how old she is. “Many; I’m even older than Noah, Metuselah’s father! You’ve never met him? Come, I want to introduce him to you!”. Everyone walks following her, but Top Hat would like to go faster., Our friends meet Otto the spider, that is at the center of a large spiderweb. Pio, observing the spider’s dance on the spiderweb’s threads asks him how come he doesn’t get stuck in the threads “When I spin my web I leave some threads without glue, so when I move forwards and backwards on my spiderweb I know where to put my feet…” replies Otto. “And how can you tell those threads apart?” asks Top Hat, Top Hat has a dream, to fly. Metuselah advises him to ask Nameless to lend him a couple of his balloons, but the bunny rabbit, doing so, is barely able to get off the ground. Moby tells him that he could try with four balloons, but the result isn’t satisfying. “If you really want to fly, go to the Shady Forest and look for Franco, that has its nest exactly there”. Says their friend the tree. The falcon Franco, that the Mini Pet Pals have already met, is willing to make Top Hat fly and, after having made him climb up on his back he does a series of tricks at high speed in the air.