First you make a Caterpillar:
You need:
1 craft stick
Glue
Google Eyes (2)
PomPoms (all the same size)
1 Chenille Stem (pipe cleaners)
Glue
Pencil
Magnet strips or pin backs (optional)

Glue the poms on the craft stick. Glue on google eyes.  Cut one chenille stem in half. Twirl end of stem around a pencil to create a curly end. Glue it behind the first pom pom (head). You can add a magnet or a pin to the back if desired.

Next You Make a Butterfly:
You Need:
Pencil
2 sheets (8" x 11") of differently colored felt
Scissors
glue
1 craft stick
2 chenille stems or pipe cleaners
2 small googley eyes

Fold one sheet of felt in half. For younger children you can draw on a half of a heart shape, older kids usually can cut it without the line to follow. Cut out a heart shape from the felt. Cut the heart in half. You now have 2 wings.

Twist a pipe cleaner around a pencil. Start at the top of the pencil and work your way toward the bottom.
Slide the twirled result from the pencil. Glue the stem to the center of the craft stick and let dry.

Cut out about twelve 1/2-inch circles from the other piece of felt. Now glue these onto the wings.

Use the other chenille stem to make the antennae: Cut off two 1-inch pieces, curl them, glue the twirled chenille pieces to the top of the craft stick, and let dry.

Glue two small googley eyes at the top of the craft stick to make the eyes.

Hold the butterfly by the middle chenille stem and it flutters around!