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