An enormous puppy was looking down at her with large round eyes, and feebly stretching out one paw, trying to reach her: "poor thing!" said Alice in a coaxing tone, and she tried hard to whistle to it, but she was terribly alarmed all the while at the thought that it might be hungry, in which case it would probably devour her 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, and with a yelp of delight 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 at the other side, the puppy made another dart at the stick, and tumbled head over heels in its hurry to get hold: 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 begin 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. She set off at once, and ran till the puppy's bark sounded quite faint in the distance, and till she was quite tired and out of breath. "And yet what a dear little puppy it was!" said Alice, as she leant against a buttercup to rest herself, and fanned herself with her hat. "I should have liked teaching it tricks, if--if I'd only been the right size to do it! Oh! 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 could not see anything that looked like the right thing to eat under the circumstances. There was a large mushroom 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 to 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 blue caterpillar, which was sitting with its arms folded, quietly smoking a long hookah, and taking not the least notice of her or of anything else. [Illustration] For some time they looked at each other in silence: at last the caterpillar took the hookah out of its mouth, and languidly addressed her. "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 that."