Tiles are placed on the table. Also a big plastic worm. Roll the dice to find out which way the worm will take this round. Every tile touched by the worm while moving can be taken. That is were you get your points to win this game. From the back of the box. Hello little caterpillar! Where do you want to go? From the strawberry to the melon. From the melon to the lettuce. The colored die determines how far the little caterpillar can wiggle along. Who ever reaches the most fruit and vegetables wins! A wonderful floor game with colorful pieces, just right for a childs' little hands. This game has lots of legs!