"Brown may be best for you who live in the ground," said Creepy-Crawly, "but green is better for me. The birds would like me for dinner, you know, but they cannot see me so well if I look like the leaves I feed on."

"You should wear a hard shell on your back." said a Beetle. "You are absurdly soft."

Creepy-Crawly wriggled quickly out of the beetle's sight, and a Butterfly who saw him laughed. She said: "Better grow wings, Creepy-Crawly. They are the best means of escape from your enemies."

Creepy-Crawly looked wistfully at her as she flew off. "Yes," he said to himself, "that is what I should like—to fly through the air in that grand, free way. That would be glorious! Ah, well! I have no wings, but I may as well be as happy as I can."

Creepy-Crawly had been eating hard for weeks, but now he began to feel less and less hungry and more and more drowsy. One day he curled himself up under a dead leaf and went to sleep; there he slept on and on for week after week without waking once to eat.

As he slept his skin turned brown like the worm's, and hard like the beetle's; but inside the skin a still more wonderful change was taking place. From his body six slender jointed legs with clawed toes grew slowly out, followed by four wings, which promised to be broad and beautiful when they had room to open. From the head grew two long feelers with little knobs at their ends. Over body, head, and wings a coat of tiny, many-coloured scales spread itself, softer than down, and as beautiful as the rainbow.

Creepy-Crawly woke up at last, but he was Creepy-Crawly no longer. He pushed his way out of his hard shell and stood on the dead leaf to dry himself. He spread his wings in the sun; he shook his six jointed legs one after the other; he turned and twisted himself this way and that in his delight.

"Who would have thought I should have come to this?" he said to himself. "Now I am a Butterfly. I am like the one that spoke to me that day. I will fly through the air as she did, and find her, and show her how I have changed."

He spread his beautiful wings and rose up into the warm air, and flew away to drink honey from the flowers and to dance with his butterfly cousins.