Caterpillar has lost a shoe. It hurts her foot to walk without it. Caterpillar goes to Spider. "May I borrow a shoe from you, Spider?" But Spider's shoe is too small. Caterpillar is sad without her shoe. She goes to Frog. "May I borrow a shoe from you, Frog?" But Frog's shoe is too big. She goes to Grasshopper. "May I borrow a shoe from you, Grasshopper?" But Grasshopper's shoe is too scratchy. She goes to Crab. "May I borrow a shoe from you, Crab?" But Crab's shoes are used for digging. They are too sharp for walking! Caterpillar is too tired to search any more. She curls up on a leaf to rest. Caterpillar decides to make a cozy cocoon to sleep in. Days pass by. And when Caterpillar steps out of her cocoon... She doesn't need shoes anymore!

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