The Caterpillar and Alice looked at each

other for some time in silence: at last the

Caterpillar took the hookah out of its

mouth, and addressed her in a languid,

sleepy voice.

'Who are YOU?' said the Caterpillar.

This was not an encouraging opening for a

conversation.

Alice replied, rather shyly, 'I--I hardly

know, sir, just at present--at least I know

who I WAS when I got up this morning, but I

think I must have been changed several

times since then.'

'What do you mean by that?' said the

Caterpillar sternly.

'Explain yourself!'

'I can't explain MYSELF, I'm afraid, sir'

said Alice, 'because I'm not myself, you

see.'

'I don't see,' said the Caterpillar.

'I'm afraid I can't put it more clearly,'

Alice replied very politely, 'for I can't

understand it myself to begin with; and

being so many different sizes in a day is

very confusing.'

'It isn't,' said the Caterpillar.

'Well, perhaps you haven't found it so

yet,' said Alice; 'but when you have to

turn into a chrysalis--you will some day,

you know--and then after that into a

butterfly, I should think you'll feel it a

little queer, won't you?'

'Not a bit,' said the Caterpillar.

'Well, perhaps your feelings may be

different,' said Alice; 'all I know is, it

would feel very queer to ME.'

'You!' said the Caterpillar contemptuously.

'Who are YOU?'

Which brought them back again to the

beginning of the conversation.

Alice felt a little irritated at the

Caterpillar's making such VERY short

remarks, and she drew herself up and said,

very gravely, 'I think, you ought to tell

me who YOU are, first.'

'Why?' said the Caterpillar.

Here was another puzzling question; and as

Alice could not think of any good reason,

and as the Caterpillar seemed to be in a

VERY unpleasant state of mind, she turned

away.

'Come back!' the Caterpillar called after

her.

'I've something important to say!'

This sounded promising, certainly: Alice

turned and came back again.

'Keep your temper,' said the Caterpillar.

'Is that all?' said Alice, swallowing down

her anger as well as she could.

'No,' said the Caterpillar.

Alice thought she might as well wait, as

she had nothing else to do, and perhaps

after all it might tell her something worth

hearing.

For some minutes it puffed away without

speaking, but at last it unfolded its arms,

took the hookah out of its mouth again, and

said, 'So you think you're changed, do

you?'

'I'm afraid I am, sir,' said Alice; 'I

can't remember things as I used--and I

don't keep the same size for ten minutes

together!'

'Can't remember WHAT things?' said the

Caterpillar.

'Well, I've tried to say "HOW DOTH THE

LITTLE BUSY BEE," but it all came

different!'

Alice replied in a very melancholy voice.

'Repeat, "YOU ARE OLD, FATHER WILLIAM,"'

said the Caterpillar.

Alice folded her hands, and began:--

| 'You are old, Father William,'

| the young man said,

| 'And your hair has become very white;

| And yet you incessantly

| stand on your head--

| Do you think, at your age, it is right?'

| 'In my youth,' Father William

| replied to his son,

| I feared it might injure the brain;

| But, now that I'm perfectly sure

| I have none,

| Why, I do it again and again.'

| 'You are old,' said the youth,

| 'as I mentioned before,

| And have grown most uncommonly fat;

| Yet you turned a back-somersault

| in at the door--

| Pray, what is the reason of that?'

| 'In my youth,' said the sage,

| as he shook his grey locks,

| 'I kept all my limbs very supple

| By the use of this ointment--

| one shilling the box--

| Allow me to sell you a couple?'

| 'You are old,' said the youth,

| 'and your jaws are too weak

| For anything tougher than suet;

| Yet you finished the goose,

| with the bones and the beak--

| Pray how did you manage to do it?'

| 'In my youth,' said his father,

| 'I took to the law,

| And argued each case with my wife;

| And the muscular strength,

| which it gave to my jaw,

| Has lasted the rest of my life.'

| 'You are old,' said the youth,

| 'one would hardly suppose

| That your eye was as steady as ever;

| Yet you balanced an eel

| on the end of your nose--

| What made you so awfully clever?'

| 'I have answered three questions,

| and that is enough,'

| Said his father;

| 'don't give yourself airs!

| Do you think I can listen

| all day to such stuff?

| Be off, or I'll kick you

| down stairs!'

'That is not said right,' said the

Caterpillar.

'Not QUITE right, I'm afraid,' said Alice,

timidly; 'some of the words have got

altered.'

'It is wrong from beginning to end,' said

the Caterpillar decidedly, and there was

silence for some minutes.

The Caterpillar was the first to speak.

'What size do you want to be?' it asked.

'Oh, I'm not particular as to size,' Alice

hastily replied; 'only one doesn't like

changing so often, you know.'

'I DON'T know,' said the Caterpillar.

Alice said nothing: she had never been so

much contradicted in her life before, and

she felt that she was losing her temper.

'Are you content now?' said the

Caterpillar.

'Well, I should like to be a LITTLE larger,

sir, if you wouldn't mind,' said Alice:

'three inches is such a wretched height to

be.'

'It is a very good height indeed!' said the

Caterpillar angrily, rearing itself upright

as it spoke (it was exactly three inches

high).

'But I'm not used to it!' pleaded poor

Alice in a piteous tone.

And she thought of herself, 'I wish the

creatures wouldn't be so easily offended!'

'You'll get used to it in time,' said the

Caterpillar; and it put the hookah into its

mouth and began smoking again.

This time Alice waited patiently until it

chose to speak again.

In a minute or two the Caterpillar took the

hookah out of its mouth and yawned once or

twice, and shook itself.

Then it got down off the mushroom, and

crawled away in the grass, merely remarking

as it went, 'One side will make you grow

taller, and the other side will make you

grow shorter.'

'One side of WHAT?

The other side of WHAT?' thought Alice to

herself.

'Of the mushroom,' said the Caterpillar,

just as if she had asked it aloud; and in

another moment it was out of sight.

Alice remained looking thoughtfully at the

mushroom for a minute, trying to make out

which were the two sides of it; and as it

was perfectly round, she found this a very

difficult question.

However, at last she stretched her arms

round it as far as they would go, and broke

off a bit of the edge with each hand.

'And now which is which?' she said to

herself, and nibbled a little of the right-

hand bit to try the effect: the next moment

she felt a violent blow underneath her

chin: it had struck her foot!

She was a good deal frightened by this very

sudden change, but she felt that there was

no time to be lost, as she was shrinking

rapidly; so she set to work at once to eat

some of the other bit.

Her chin was pressed so closely against her

foot, that there was hardly room to open

her mouth; but she did it at last, and

managed to swallow a morsel of the lefthand

bit.

'Come, my head's free at last!' said Alice

in a tone of delight, which changed into

alarm in another moment, when she found

that her shoulders were nowhere to be

found: all she could see, when she looked

down, was an immense length of neck, which

seemed to rise like a stalk out of a sea of

green leaves that lay far below her.

'What CAN all that green stuff be?' said

Alice.

'And where HAVE my shoulders got to?

And oh, my poor hands, how is it I can't

see you?'

She was moving them about as she spoke, but

no result seemed to follow, except a little

shaking among the distant green leaves.

As there seemed to be no chance of getting

her hands up to her head, she tried to get

her head down to them, and was delighted to

find that her neck would bend about easily

in any direction, like a serpent.

She had just succeeded in curving it down

into a graceful zigzag, and was going to

dive in among the leaves, which she found

to be nothing but the tops of the trees

under which she had been wandering, when a

sharp hiss made her draw back in a hurry: a

large pigeon had flown into her face, and

was beating her violently with its wings.

'Serpent!' screamed the Pigeon.

'I'm NOT a serpent!' said Alice

indignantly.

'Let me alone!'

'Serpent, I say again!' repeated the

Pigeon, but in a more subdued tone, and

added with a kind of sob, 'I've tried every

way, and nothing seems to suit them!'

'I haven't the least idea what you're

talking about,' said Alice.

'I've tried the roots of trees, and I've

tried banks, and I've tried hedges,' the

Pigeon went on, without attending to her;

'but those serpents!

There's no pleasing them!'

Alice was more and more puzzled, but she

thought there was no use in saying anything

more till the Pigeon had finished.

'As if it wasn't trouble enough hatching

the eggs,' said the Pigeon; 'but I must be