Abstract: A three-dimensional transformable toy having a body with a first surface and a second surface and having a hollow cavity formed therein. A flexible fill material is positioned between the first and second surfaces. The toy also has expandable/contractable member positioned between the first and second surfaces and which surrounds an opening leading to the hollow cavity. The expandable/contractable member permits the opening to expand in size and contract in size as the body switches between the first and second configurations. The expandable/contractable member further creates a relatively flat bottom surface which allows the toy to stand upright in both the first and second configurations.