A favorite popular song (``I've looked at clouds...From up and down, and still somehow... It's clouds' illusions I recall''), illustrated by an artist noted for his precise depiction of small creatures like the hamster in his Benjamin books. Here, he looks at the sky from a meadow burgeoning with flowers, insects, and (especially) two caterpillars. One becomes a butterfly; the other, trying to catch up, is still in its chrysalis at book's end. It's an interesting idea, and the art is meticulously limned, but somehow the words and pictures don't illuminate each other much, while the visual metaphor (caterpillars become butterflies) is hackneyed and simply doesn't address a lot of the words—which somehow seemed less trite when accompanied by that lovely tune (not included). (Picture book. 4- 8)