'The first thing I've got to do, ' said Alice to herself, as she wandered about in the wood, 'is to grow to my right size again; and the second thing is to find my way into that lovely garden. I think that will be the best plan. '

It sounded an excellent plan, no doubt, and very neatly and simply arranged; the only difficulty was, that she had not the smallest idea how to set about it; and while she was peering about anxiously among the trees, a little sharp bark just over her head made her look up in a great hurry.

An enormous puppy was looking down at her with large round eyes, and feebly stretching out one paw, trying to touch her. 'Poor little thing!’ said Alice, in a coaxing tone, and she tried hard to whistle to it; but she was terribly frightened all the time at the thought that it might be hungry, in which case it would be very likely to eat her up in spite of all her coaxing.

Hardly knowing what she did, she picked up a little bit of stick, and held it out to the puppy; whereupon the puppy jumped into the air off all its feet at once, with a yelp of delight, and rushed at the stick, and made believe to worry it; then Alice dodged behind a great thistle, to keep herself from being run over; and the moment she appeared on the other side, the puppy made another rush at the stick, and tumbled head over heels in its hurry to get hold of it; then Alice, thinking it was very like having a game of play with a cart-horse, and expecting every moment to be trampled under its feet, ran round the thistle again; then the puppy began a series of short charges at the stick, running a very little way forwards each time and a long way back, and barking hoarsely all the while, till at last it sat down a good way off, panting, with its tongue hanging out of its mouth, and its great eyes half shut.

This seemed to Alice a good opportunity for making her escape; so she set off at once, and ran till she was quite tired and out of breath, and till the puppy's bark sounded quite faint in the distance.

'And yet what a dear little puppy it was!’ said Alice, as she leant against a buttercup to rest herself, and fanned herself with one of the leaves: 'I should have liked teaching it tricks very much, if-if I'd only been the right size to do it! Oh dear! I'd nearly forgotten that I've got to grow up again! Let me see-how IS it to be managed? I suppose I ought to eat or drink something or other; but the great question is, what?’

The great question certainly was, what? Alice looked all round her at the flowers and the blades of grass, but she did not see anything that looked like the right thing to eat or drink under the circumstances. There was a large mushroom growing near her, about the same height as herself; and when she had looked under it, and on both sides of it, and behind it, it occurred to her that she might as well look and see what was on the top of it.

She stretched herself up on tiptoe, and peeped over the edge of the mushroom, and her eyes immediately met those of a large caterpillar, that was sitting on the top with its arms folded, quietly smoking a long hookah, and taking not the smallest notice of her or of anything else.

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. '