This resource incorporates the 5E instructional model, allowing student engagement and collaboration through an interactive scaffolding activity. The literacy connection section of the resource incorporates literacy across the mathematics curriculum and the design challenge section allows students to think outside the box as they apply their own knowledge, skills, and abilities to elaborate on the final product. Section 1 - The literacy connection section allows teachers to use this activity in a whole class setting and benefits students as it allows them to explore the story sequencing of the lifecycle of the caterpillar in an active and creative environment. This activity encourages active listening skills and student ownership as it encompasses the 5E instructional model. Section 2  - The design challenge is an enrichment activity, where students are able to work as a team and construct an explanation for their design challenge. Allowing student ownership in the early ages of the design model enables student accountability in the learning process. Original resource - This is a remix of The Very Hungry Caterpillar from Illustrative Mathematics resource https://tasks.illustrativemathematics.org/content-standards/tasks/1150.