Alice comes across a Caterpillar who is smoking and sitting on top of a giant mushroom. "Who are you?" the Caterpillar asks Alice after they look at each other in silence for a moment. The Caterpillar summons Alice to read a poem when she decides to leave. The Caterpillar corrects her pronunciation of the poem and then asks what size she would like to be. The three-inch-tall Caterpillar is offended by Alice's comment that being three inches tall is a wretched height. The Caterpillar walks away after telling Alice that eating one side of the mushroom would make her grow bigger while eating the other will make her shrink.

Alice has regained her normal size and is wandering through the forest in search of the garden when she comes across a four-foot-tall tower. She plans to pay a visit to the house and consumes the mushroom part to minimize her height to nine inches.

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