"Who are you?" asked the Caterpillar.

This was not an encouraging opening for a conversation, Alice thought.

"I, uh, I hardly know, sir, at the present," she started out shyly. "At least I know who I WAS when I got up this morning, but I think I must have been changed several times since then."

"What do you mean by that?" the Caterpillar questioned her sternly. "Please explain yourself!"

"I'm afraid that I can't explain myself, Ssssir," Alice told him, "because I'm not myself, you see."

"I don't see," said the Caterpillar, letting his big, caterpillar eyes travel up and down her body, pausing to pay particular attention to her big, bosom. "You certainly appear to be yourself. And those certainly appear to be large breasts for a girl your age."

"Thank you. And they are real, too. No tomfoolery on my part, but I'm afraid I can't put it any more clearly," Alice replied very politely, thrusting out her impressive bosom. "For I can't understand it myself to begin with, and being so many different sizes in a day is very confusing."

"It isn't," said the Caterpillar, keeping his eyes on her big breasts that jutted out impressively under the thin material of her dress.

"Well, perhaps you haven't found it so yet," Alice said, "but when you have to turn into a chrysalis, and you will some day, you know, and then after that into a butterfly, I should think you'll feel it a little queer, don't you?"

"Not a bit," the Caterpillar said, "not a bit."

"Well, perhaps your feelings may be different," Alice smiled, suddenly noticing that the blue caterpillar had five erect, blue dicks sticking out at her, "all I know is, it would feel very queer to me."

"You?" said the Caterpillar contemptuously. "Who are you, anyway?"

Which brought them back again to the beginning of the conversation. Alice felt a little irritated at the Caterpillar's making such very short remarks, and she drew herself up noticing that the five dicks were slowly growing larger and fatter.

"I think, you out to tell me who you are, first, " she said with a saucy little smile on her lips, "and why are your cocks getting so hard?"

"`Why?' the Caterpillar asked, running his eyes up and down her body again.

Here was another puzzling question, and as Alice could not think of any good reason, and as the Caterpillar seemed to be becoming increasingly aroused, she turned away.

"Come back! Come back," the Caterpillar called after her. "I've something important to say!"

This sounded promising, certainly more promising than before, Alice thought turning back toward him and noticing that his five cocks were still sticking straight out at her.

"You're a pretty young lass, and that is the reason for my erections," said the Caterpillar.

"Is that all?" Alice, swallowing and giving him one of her sexiest smiles.

"No," the Caterpillar said returning her smile and once again glancing down at her bulging bosom.

Alice thought she might as well wait, as she had nothing else to do, and perhaps after all it might tell her something worth hearing. And maybe she would let him fuck her, for she had never been fucked by a Caterpillar, or anything that had five cocks before. Then she wondered if he came with one cock, would all five go soft, or would the other four stay hard and ready? For a few moment, the Caterpillar took a few more puffs from the hookah without speaking, but at last it unfolded its arms, took the hookah out of its mouth.

"So you think you're changed, do you?" the Caterpillar smiled, his five cocks still standing tall and stiff.

"I'm afraid I am, sir,' Alice giggled, eyeing his big, hard cocks lustfully, "I can't remember things as I used, and I don't keep the same size for ten minutes together. Sort of like you and your five cocks." ......(cont)