If you would like to make the version with antennae, cut a couple two inch long pieces of pipe cleaner. Glue and tape these pieces onto the back of a popsicle stick. The tape just provides extra support (see image at right). Turn the stick over to go to the next step.
Glue the pop-poms to the popsicle stick (so that the stick is completely covered), making the first pom-pom the largest one used.
Glue two googly eyes onto the face of the caterpillar.
If you would like to make the happy version with a nose, cut a smile and a nose out of construction paper and glue them onto the face of the caterpillar.