Three hungry billy goats spot a meadow full of yummy grass across a river. The only way to reach the meadow is across a wooden bridge, but the bridge is guarded by an ungly troll who eats anyone who crosses without his permission. The billy goats decide to try their luck, and the smallest goes first. When the troll threatens to gobble him up he persuades him to wait for a bigger meal in the form of the second billy goat, and is allowed to cross. The middle billy goat promises his bigger brother as a meal and he too is allowed to cross. When the third billy goat tries to cross the bridge the troll is determined to eat him, but the third billy goat is the biggest billy goat and he uses his large horns to toss the troll into the river. Then he crosses in safety and is able to join his brothers to fill their tummies with grass from the lovely meadow.