As the weather grew colder the Polyphemus Caterpillar hunted around on the ground for a good place for her cocoon. She found an excellent twig lying among the dead leaves, and decided to fasten to that. Then began her hardest work, spinning a fluffy mass of gray-white silk which clung to the twig and to one of the dry leaves and was almost exactly the color of the leaf. Other Caterpillars came along and stopped to visit, for they did not have to eat at cocoon-spinning time.