Cut the cover of the egg carton off and discard. Cut the bottom of egg carton in half lengthwise. Note: 1 egg carton will make two caterpillars.

Paint both halves with bright colors. You can paint each egg slot a different color if you like.

Cut the pipe cleaner and insert two pieces into the head end of the caterpillar for antennae.

Glue the googly eyes onto the head. If using white felt, cut into small circles for eyes and use marker to make black pupils in the eyes.