A sound-making pet toy includes a shell having an opening and an inner space accessible through the opening and a sound-making body having a reduced state and an expanded state larger than the reduced state. When the sound-making body is disposed in the opening, it has the reduced state and when it is disposed in the inner space, it has the expanded state. The sound-making body has a resilient air-holding body and a sound making device that is responsive to air from the air holding body passing through the sound-making body. When the sound-making body is in the expanded state, it is lodged against the inner surface of the shell. When the sound-making body is in the expanded state, it expels air from the resilient air holding body when a force impacts the shell. In the expanded state, it is larger than the opening.