The Caterpillar and Alice looked at each other for some time insilence: at last the Caterpillar took the hookah out of itsmouth, and addressed her in a languid, sleepy voice.

`Who are YOU?' said the Caterpillar.

This was not an encouraging opening for a conversation. Alicereplied, 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 thinkI 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, `becauseI'm not myself, you see.'

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

`I'm afraid I can't put it more clearly,' Alice replied verypolitely, `for I can't understand it myself to begin with; andbeing 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; `butwhen you have to turn into a chrysalis--you will some day, youknow--and then after that into a butterfly, I should think you'llfeel 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 theconversation. Alice felt a little irritated at the Caterpillar'smaking 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 notthink of any good reason, and as the Caterpillar seemed to be ina VERY unpleasant state of mind, she turned away.

`Come back!' the Caterpillar called after her. `I've somethingimportant to say!'

This sounded promising, certainly: Alice turned and came backagain.

`Keep your temper,' said the Caterpillar.

`Is that all?' said Alice, swallowing down her anger as well asshe could.

`No,' said the Caterpillar.

Alice thought she might as well wait, as she had nothing elseto do, and perhaps after all it might tell her something worthhearing. For some minutes it puffed away without speaking, butat last it unfolded its arms, took the hookah out of its mouthagain, and said, `So you think you're changed, do you?'

`I'm afraid I am, sir,' said Alice; `I can't remember things asI 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 itall 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 suppleBy 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 weakFor 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 supposeThat 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 thewords have got altered.'

`It is wrong from beginning to end,' said the Caterpillardecidedly, 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 inher 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 youwouldn't mind,' said Alice: `three inches is such a wretchedheight to be.'

`It is a very good height indeed!' said the Caterpillarangrily, rearing itself upright as it spoke (it was exactly threeinches 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 soeasily offended!'

`You'll get used to it in time,' said the Caterpillar; and itput 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 itsmouth and yawned once or twice, and shook itself. Then it gotdown off the mushroom, and crawled away in the grass, merelyremarking as it went, `One side will make you grow taller, andthe other side will make you grow shorter.'

`One side of WHAT? The other side of WHAT?' thought Alice toherself.

`Of the mushroom,' said the Caterpillar, just as if she hadasked it aloud; and in another moment it was out of sight.

Alice remained looking thoughtfully at the mushroom for aminute, trying to make out which were the two sides of it; and asit was perfectly round, she found this a very difficult question.However, at last she stretched her arms round it as far as theywould go, and broke off a bit of the edge with each hand.

`And now which is which?' she said to herself, and nibbled alittle of the right-hand bit to try the effect: the next momentshe felt a violent blow underneath her chin: it had struck herfoot!

She was a good deal frightened by this very sudden change, butshe felt that there was no time to be lost, as she was shrinkingrapidly; 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 washardly room to open her mouth; but she did it at last, andmanaged to swallow a morsel of the lefthand bit.

`Come, my head's free at last!' said Alice in a tone ofdelight, which changed into alarm in another moment, when shefound that her shoulders were nowhere to be found: all she couldsee, when she looked down, was an immense length of neck, whichseemed to rise like a stalk out of a sea of green leaves that layfar below her.

`What CAN all that green stuff be?' said Alice. `And whereHAVE my shoulders got to? And oh, my poor hands, how is it Ican't see you?' She was moving them about as she spoke, but noresult seemed to follow, except a little shaking among thedistant green leaves.

As there seemed to be no chance of getting her hands up to herhead, she tried to get her head down to them, and was delightedto find that her neck would bend about easily in any direction,like a serpent. She had just succeeded in curving it down into agraceful zigzag, and was going to dive in among the leaves, whichshe found to be nothing but the tops of the trees under which shehad been wandering, when a sharp hiss made her draw back in ahurry: a large pigeon had flown into her face, and was beatingher 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 moresubdued tone, and added with a kind of sob, `I've tried everyway, and nothing seems to suit them!'

`I haven't the least idea what you're talking about,' saidAlice.

`I've tried the roots of trees, and I've tried banks, and I'vetried hedges,' the Pigeon went on, without attending to her; `butthose serpents! There's no pleasing them!'

Alice was more and more puzzled, but she thought there was nouse in saying anything more till the Pigeon had finished.

`As if it wasn't trouble enough hatching the eggs,' said thePigeon; `but I must be on the look-out for serpents night andday! Why, I haven't had a wink of sleep these three weeks!'

`I'm very sorry you've been annoyed,' said Alice, who wasbeginning to see its meaning.

`And just as I'd taken the highest tree in the wood,' continuedthe Pigeon, raising its voice to a shriek, `and just as I wasthinking I should be free of them at last, they must needs comewriggling down from the sky! Ugh, Serpent!'

`But I'm NOT a serpent, I tell you!' said Alice. `I'm a--I'ma--'

`Well! WHAT are you?' said the Pigeon. `I can see you'retrying to invent something!'

`I--I'm a little girl,' said Alice, rather doubtfully, as sheremembered the number of changes she had gone through that day.

`A likely story indeed!' said the Pigeon in a tone of thedeepest contempt. `I've seen a good many little girls in mytime, but never ONE with such a neck as that! No, no! You're aserpent; and there's no use denying it. I suppose you'll betelling me next that you never tasted an egg!'

`I HAVE tasted eggs, certainly,' said Alice, who was a verytruthful child; `but little girls eat eggs quite as much asserpents do, you know.'

`I don't believe it,' said the Pigeon; `but if they do, whythen they're a kind of serpent, that's all I can say.'

This was such a new idea to Alice, that she was quite silentfor a minute or two, which gave the Pigeon the opportunity ofadding, `You're looking for eggs, I know THAT well enough; andwhat does it matter to me whether you're a little girl or aserpent?'

`It matters a good deal to ME,' said Alice hastily; `but I'mnot looking for eggs, as it happens; and if I was, I shouldn'twant YOURS: I don't like them raw.'

`Well, be off, then!' said the Pigeon in a sulky tone, as itsettled down again into its nest. Alice crouched down among thetrees as well as she could, for her neck kept getting entangledamong the branches, and every now and then she had to stop anduntwist it. After a while she remembered that she still held thepieces of mushroom in her hands, and she set to work verycarefully, nibbling first at one and then at the other, andgrowing sometimes taller and sometimes shorter, until she hadsucceeded in bringing herself down to her usual height.

It was so long since she had been anything near the right size,that it felt quite strange at first; but she got used to it in afew minutes, and began talking to herself, as usual. `Come,there's half my plan done now! How puzzling all these changesare! I'm never sure what I'm going to be, from one minute toanother! However, I've got back to my right size: the nextthing is, to get into that beautiful garden--how IS that to bedone, I wonder?' As she said this, she came suddenly upon anopen place, with a little house in it about four feet high.`Whoever lives there,' thought Alice, `it'll never do to comeupon them THIS size: why, I should frighten them out of theirwits!' So she began nibbling at the righthand bit again, and didnot venture to go near the house till she had brought herselfdown to nine inches high.