A level 2 Oxford Bookworms Library graded reader. This version includes an audio book: listen to the story as you read. Retold for Learners of English by Jennifer Bassett. There, on top of the mushroom, was a large caterpillar, smoking a pipe. After a while the Caterpillar took the pipe out of its mouth and said to Alice in a slow, sleep voice, 'Who are you?' What strange things happen when Alice falls down the rabbit-hole and into Wonderland! She has conversations with the Caterpillar and the Cheshire Cat, goes to the Mad Hatter's tea party, plays croquet with the King and Queen of Hearts . . .