Baby Caterpillar was tired. All summer long she had been travelling slowly through the green world where she lived, and feeding on the green leaves that grew near her home. Now Autumn had come and Mother Nature had given a holiday to the leaves, who put on their new dresses of red and gold and played tag with the breezes. Baby Caterpillar wanted to play, too, but could not run so fast as the happy little leaves, and she grew very tired and thought she would take a nap. So she found a cozy place among the branches of a grape vine, and made herself a soft, silky blanket. Then she rolled herself away within it, and then, in her queer little cradle, went to sleep.

One night, late in the fall, Jack Frost came over the hill. He spied the cradle swinging to and fro, and began to play roughly with it, for he is a roguish little fellow, and touches everything that comes in his way. But the warm blanket hid the little sleeper so that Jack could not find her.

By and by King Winter came, bringing beautiful snow blankets to Mother Nature's flower babies. He gently rocked the cradle as he passed, and whispered, "Sleep, baby, sleep! You have no need of my blankets."

At last Spring came with the sunbeams, the best and merriest of Mother Nature's helpers. They awoke the flowers from their long winter nap, and called to the birds and the brooks to begin their songs. When they came to the little brown cradle, they stopped to rest, and Baby Caterpillar began to get very warm under the thick blanket. She woke up and stretched herself, and her cradle broke, and she came out to greet the Spring. But what a change! Instead of the old dingy dress that she went to sleep in, she now had a beautiful yellow one; and, instead of crawling among the leaves, she flew up and away into the sweet spring air to play with the sunbeams and flowers; and the little children called her a butterfly.