for a good deal; this fire-place is small, to be sure, but I think I can kick some."

She drew her foot as far down as she could, and wait-ed till she heard a small beast (she couldn't guess of what sort it was) come scratch! scratch! down the chim-ney quite close to her; then she said to her-self: "This is Bill," gave one sharp kick and wait-ed to see what would hap-pen next.

The first thing she heard was, "There goes Bill!" then the Rab-bit's voice, "Catch him, you by the hedge!" Then all was still, then the voices—"Hold up his head—Wine now—Don't choke him—How was it, old fel-low? What sent you up so fast? Tell us all a-bout it!"

Last came a weak voice ("That's Bill," thought Al-ice), "Well, I don't know—no more, thank'ye, I'm not so weak now—but I'm a deal too shocked to tell you—all I know is, a thing comes at me like a Jack-in-the-box, and up I goes like a rocket."

"So you did, old fel-low," said the oth-ers.

"We must burn the house down," said the Rab-bit's voice, and Al-ice called out as loud as she could, "If you do, I'll set Di-nah at you!"

At once all was still as death, and Al-ice thought, "What will they do next? If they had an-y sense, they'd take the roof off."

Then she heard the Rab-bit say, "One load will do to start with."

"A load of what?" thought Al-ice, but she had not long to doubt, for soon a show-er of small stones came in at the win-dow, and some of them hit her in the face. "I'll put a stop to this," she said to her-self, and shout-ed out, "You stop that, at once!" A-gain all was still as death.

Al-ice saw that the stones all changed to small cakes as they lay on the floor, and a bright thought came to her. "If I eat one of these cakes," she said, "it is sure to make some change in my size; and as it can't make me larg-er, I hope it will change me to the size I used to be."

So she ate one of the cakes and was glad to see that she shrank quite fast. She was soon so small that she could get through the door, so she ran out of the house and found quite a crowd of beasts and birds in the yard. The poor liz-ard, Bill, was in the midst of the group, held up by two guin-ea pigs, who gave it some-thing to drink out of a bot-tle. They all made a rush at Al-ice, as soon as she came out, but she ran off as hard as she could, and was soon safe in a thick wood.

"The first thing I've got to do," said Al-ice to her-self, as she walked round in the wood, "is to grow to my right size again; and the next thing is to find my way to that love-ly gar-den. I think that will be the best plan."

It was a fine scheme, no doubt, and well planned, but the hard thing was that she did not in the least know how she should start to work it out; and while she peered round through the trees, a sharp bark just o-ver her head made her look up in great haste.

A great pup-py looked down at her with large round eyes, stretched out one paw and tried to touch her. "Poor thing!" said Al-ice in a kind tone and tried hard to show it that she wished to be its friend, but she was in a sore fright, lest it should eat her up.

Al-ice could not think what to do next, so she picked up a bit of stick and held it out to the pup-py. It jumped from the tree with a yelp of joy as if to play with it; then Al-ice dodged round a large plant that stood near, but the pup-py soon found her and made a rush at the stick a-gain, but tum-bled head o-ver heels in its haste to get hold of it. Al-ice felt that it was quite like a game with a cart horse, and looked at each turn to be crushed 'neath its great feet. At last, to her joy, it seemed to grow tired of the sport and ran a good way off and sat down with its tongue out of its mouth and its big eyes half shut.

This seemed to Al-ice a good time to get out of its sight, so she set out at once and ran till she was quite tired and out of breath, and till the pup-py's bark sound-ed quite faint.

"And yet what a dear pup-py it was," said Al-ice, as she stopped to rest and fanned her-self with a leaf: "I should have liked so much to teach it tricks, if—if I'd been the right size to do it! Oh dear! I've got to grow up a-gain! Let me see—how am I to do it? I guess I ought to eat or drink some-thing, but I don't know what!"

Al-ice looked all round her at the blades of grass, the blooms, the leaves, but could not see a thing that looked like the right thing to eat or drink to make her grow.

There was a large mush-room near her, a-bout the same height as she was, and when she had looked all round it, she thought she might as well look and see what was on the top of it. She stretched up as tall as she could, and her eyes met those of a large blue cat-er-pil-lar that sat on the top with its arms fold-ed, smok-ing a queer pipe with a long stem that bent and curved round it like a hoop.

CHAPTER V.

A CAT-ER-PIL-LAR TELLS ALICE WHAT TO DO.

The Cat-er-pil-lar looked at Al-ice, and she stared at it, but did not speak. At last, it took the pipe from its mouth and said, "Who are you?" Al-ice said, "I'm not sure, sir, who I am just now—I know who I was when I left home, but I think I have been changed two or three times since then."

"What do you mean by that?" asked the Cat-er-pil-lar.

"I fear I can't tell you, for I'm sure I don't know, my-self; but to change so man-y times all in one day, makes one's head swim."

"It doesn't," said the Cat-er-pil-lar.

"Well, may-be you haven't found it so yet," said Al-ice, "but when you have to change—you will some day, you know—I should think you'd feel it queer, won't you?"

"Not a bit," said the Cat-er-pil-lar.

"Well, you may not feel as I do," said Al-ice; "all I know is, it feels queer to me to change so much."

"You!" said the Cat-er-pil-lar with its nose in the air. "Who are you?"

Which brought them back to the point from which they start-ed. Al-ice was not pleased at this, so she said in as stern a voice as she could, "I think you ought to tell me who you are first."

"Why?" said the Cat-er-pil-lar.

As Al-ice could not think what to say to this and as it did not seem to want to talk, she turned a-way.

"Come back!" said the Cat-er-pil-lar. "I have some-thing to say to you!"

Al-ice turned and came back.

"Keep your tem-per," said the Cat-er-pil-lar.

"Is that all?" asked Al-ice, while she hid her an-ger as well as she could.

"No," said the Cat-er-pil-lar.

Al-ice wait-ed what seemed to her a long time, while it sat and smoked but did not speak. At last, it took the pipe from its mouth, and said, "So you think you're changed, do you?"

"I fear I am, sir," said Al-ice, "I don't know things as I once did—and I don't keep the same size, but a short while at a time."

"What things is it you don't know?"

"Well, I've tried to say the things I knew at school, but the words all came wrong."

"Let me hear you say, 'You are old, Fath-er Wil-liam,'" said the Cat-er-pil-lar.

Al-ice folded her hands, and be-gan:—