A little egg lay on a leaf.... Pop! Out of the egg came a tiny and very hungry caterpillar.
He ate through: one apple, 2 pears, 3 plums, 4 strawberries, 5 oranges.....

one piece of chocolate cake, one ice cream cone, one pickle, one slice of Swiss cheese, one slice of salami, one lollipop, one piece of cherry pie, one sausage, one cupcake, one slice of watermelon.....
and one nice green leaf. He built a small house, called a cocoon, around himself.

Then he nibbled a hole in the cocoon, pushed his way out and....... 
he was a beautiful butterfly!
Here he is with all the food that he ate. 
The caterpillar is made from a soft green sock with googly eyes glued on it. All food pieces are made from felt and glued together with a hot glue gun and details drawn on with a Sharpie marker. The cocoon is sewn together around the edges.
Thanks to my sister for this wonderful idea (which she got from a friend- so, thanks to her friend, as well!).