This first home of the young caterpillar, made as it is as a flat blanket upon a flat surface, can be used only by a very small larva. Consequently, the caterpillar soon finds these quarters too cramped and it deserts them to make a new home with larger space. This second nest is commonly made on the upper surface of a leaf, the edges of which are likely to be more or less drawn together and other supports connected from other leaves or a near-by stem. The caterpillar continues to use this nest number two as a place for remaining when not feeding and for protection during the process of moulting. But even this larger nest is likely to be given up about the time the caterpillar becomes half grown, and a third nest is begun in the upper part of the plant. This is likely to be very commodious, its walls being made of leaves or stems bound together by a silken web. Within this the caterpillar completes its growth, going out and in through one or more doors when it wishes to feed. Sometimes it even remains within this nest during the process of changing to the chrysalis, hanging downward from the upper part in much the same way that the caterpillar of the Painted Beauty butterfly does. In case it leaves the nest when fully developed it generally finds a place near-by in which to pupate. About ten days after the caterpillar has changed to a chrysalis it changes again to the adult butterfly. In southern New England these butterflies appear about the middle of July and lay eggs soon afterward, these eggs hatching into butterflies that change to chrysalids and change again to butterflies late in August or early in September. This autumn brood doubtless furnishes the butterflies that will be seen upon the wing the following May, so that it is pretty certain that they must find some shelter in which to pass the intervening months. The full-grown caterpillar of the Thistle butterfly is about one and a quarter inches long and of a general yellowish color, more or less marked with blackish as well as with paler lines of color. There are many transverse rows of spines along the segments, each yellowish spine having a circle of smaller ones at the top. Notwithstanding its fondness for thistles, these caterpillars occasionally feed upon various other plants. One might readily expect them to be able to live upon other composites upon which they are found, but it seems a bit strange that they should be recorded as being "especially fond of mallows." =The Mourning-cloak= _Vanessa antiopa_