Sigh. The caterpillar munched on another leaf and a tear ran down her face. It was just then that the ladybug landed on the clover the caterpillar was muching on.

"Hi Caterpillar," Ladybug said perkily. and then noticed that caterpllar was looking sad. "What's wrong?"

"I'm sooo fat," sniffed Caterpillar.

"No you're not."

"I am. I am fat," said caterpillar and took another bite of the clover leaf.

"Don't be sad," said Ladybug but Caterpillar had already started down the stalk and was walking away.

As she walked past a log Caterpillar heard giggling coming from somewhere up on the top of log. She looked up and could barely make out 4 young walking sticks. Their coloring was such that they blended in almost completely with the log.

"Hey Caterpillar where you headed," called out the one who seemed to be the leader of the group. "You really should get something to eat you'll want to make sure to keep those enormous proportions." and the other walking sticks cracked up.

"I hate those stupid stick girls," Caterpillar mumbled under her breath. She walked further up the path until she came to a patch of wild peas. "Mmmm my favorite."

She began to eat the wild pea leaves when Mother Squirrel came by. "Why so glum Caterpillar?" Mother Squirrel asked.

"I'm fat and I'm so ugly. I hate it. I hate who I am." Caterpillar said.

"Oh Caterpillar, dear, shhh don't be so sad. You're just the right size for what you are."

Nice, thought caterpillar "just the right size" for a fat caterpillar!

"And you need to give yourself time," said Mother Squirrel. "You're not done becoming." With that, she hustled away looking for her little squirrels.

"Just the right size for what I am .... what is that supposed to mean? I'm not done becoming what? a fatter caterpillar. Ugh!" Caterpillar continued eating in her misery the rest of the afternoon.

For the next several days caterpillar stayed sad. She ate and grumbled and ate and cried and ate and moped. Finally after almost a week she found herself in a patch of clover with Father Rabbit.

She liked Father Rabbit. She always had. He spoke quietly and never seemed impatient with her.

"Little Caterpillar why are you so sad? Why have you been crying?" He asked.

"I'm fat and ugly and I hate who I am." She said miserably.

"But just last week you were not like this," Father Rabbit observed. "What happened?"

Caterpillar sniffed. "I looked around and saw all the other creatures and they weren't as fat as I am. The walking sticks are thin and light on their feet. The ladybugs are bright and fly so quickly. And the butterflies ... oh the butterflies." she sighed. "I am just a blob. No wings, no pretty colors, and it seems all I can do is eat which just makes me fatter."

Father Rabbit smiled. "Your first mistake is judging what you are as compared to other creatures. And your second mistake," he paused. "Your second mistake is that you have forgotten that you are not done becoming."

"What does that mean?" She asked. "You are the second person to say that to me. That I am not done becoming. I don't understand. What am I becoming?"

The rabbit looked at the caterpillar for a long moment. "You will not believe me if I tell you." He said.

"Yes I will," she insisted.

He paused and then very quietly he said, "You are becoming a butterfly."

"A what?"

"A butterfly. I told you you wouldn't believe me. It is true however. So you must stop this moping about. Lift your head up and be excited knowing that you are still becoming." With that Papa Rabbit hopped away.

Caterpillar considered this conversation for a long time and then decided that she would quit her moping. Her natural cheerful disposition began to shine through and for the next several days she was content. She sang to herself as she ate the leaves. She played with her friends. The hokey pokey was her favorite game - you put your right foot right foot right foot in, you take your righ foot, right foot, right foot out, you put your right foot, right foot right foot in and you shake them all about. Life was good and she was happy and whenever she started to feel down in the dumps she would look up at the butterflies and remind herself that she was becoming.

She was drinking some water from a leaf that had changed colors and was lying near the old log early one morning when she heard snickering behind her. "Hey Caterpillar what's going on." It was the walking sticks.

She smiled nervously. "Ummm nothing. What's goin on with you?"

"So we've been noticing you've seemed happier lately. What's up with that?" The walking stick asked in a somewhat condescending tone.

"Well I ... ummm I've just been working on becoming."

"Working on becoming what?" and the other walking sticks snickered.

Caterpillar stood a little straighter. "I ...I ... I've been working on becoming a butterfly."

With that the walking sticks fell out in peals of laughter. "You ... a butterfly. Your ridiculous the only thing you're becoming is fatter."

"You can't become a butterfly ... oh my gosh ... stupid you don't even have wings"

"You are just pathetic... take a word of advice," one of the walking sticks said. "If you wnat to become even a little bit normal quit eating soo much and stop acting like such an idiot Then just maybe you can become like us." They continued laughing as they walked away and the poor caterpillar could hear them mocking her as they walked down the path.

"A butterfly ha ha ha."

"Who does she think she is? ... oh man ... a butterfly."

"Can you imagine what a gross butterfly she would make haha ha."

A couple of days later Mama rabbit stopped by Caterpillar's house. "Hello," she called and looked inside. She saw Caterpillar still in bed. "Why Caterpillar are you sick?" Caterpillar looked ill. Her face was all splotchy from crying and it was clear that she had not eaten in a couple of days.

Caterpillar burst into tears and crawled out to Mama Rabbit.

"Oh dear, Sweetie what is it?"

Caterpillar told her that Papa Rabbit had said she was becoming a butterfly but that couldn't be possible. Could it? And she told her about the walking sticks and that she had been trying to become like them and hadn't been eating. Taking big gulps of air between her sobs she continued. "I'll never be normal. I'll always be fat and ugly."

Mama Rabbit smiled gently at Caterpillar. "Caterpillar not eating will not ever make you like a stick girl. It will make you sick and sad. Caterpillars cannot be stick girls. But if you could choose would you chose to be a stick girl, brown, skinny and stuck on the ground or would you chose to be a a beautiful butterfly floating and flying from flower to flower?"

"A butterfly of course," Caterpillar said softly. "But I'm not becoming anything," she sighed. "Summer is almost over and I'm still like I am."

"Sometimes becoming takes a long time." Mama Rabbit said. "Sometimes other people don't know or understand. But just because they don't believe, and even if you yourself doubt that doesn't mean that you are not becoming. Becoming a butterfly takes longer than you think, it takes all summer and then a long sleep but one day you will see that you will have had no reason to be sad, because you will have finished your becoming and became a butterfly. Now dry your tears, no more of this come and eat."

Caterpillar dried her tears and crawled over to the clover patch. She spent the rest of the summer near the Rabbits home and when she got sad they would encourage her. Early in the fall she went into a deep sleep. It was bitter cold that winter and very windy. Mama Rabbit would check on Caterpillar's cocoon to be sure it was still there.

Finally the cold winter winds stopped. The snow and freezing rain went away and the spring breezes began to blow and the leaves and the flowers began to emerge.

"Mama, mama come quick." One of the little rabbits called.

Mama rabbit came to where little rabbit stood. There was a crack in the cocoon and a dark ugly looking bug began to emerge from it.

"Oh no," said the little rabbit. "That ugly bug must have eaten Caterpillar!"

"No," said Mama Rabbit. "Watch and see."

The bug struggled and struggled to make its way out of the cocoon. Finally after what seemed like forever it stood on the edge. A gentle breeze was blowing and the bug began to extend its wings. They began to dry into a silvery blue with two little orange spots at the tail.

"Oh my!" said the bug. "I have become. I have become a butterfly."

Laughing, Mama Rabbit replied. "Yes little caterpillar you have become."

The beautiful butterfly began to fly from one flower to another. She stretched and flitted in the breeze. And she smiled glad that she had not become a stick girl.