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The Counterpane Fairy by Katharine Pyle

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This etext was prepared by Laura Gjovaag


by Katharine Pyle






TEDDY was all alone, for his mother had been up with him so much the
night before that at about four o'clock in the afternoon she said that
she was going to lie down for a little while.

The room where Teddy lay was very pleasant, with two big windows, and
the furniture covered with gay old-fashioned India calico. His mother
had set a glass of milk on the table beside his bed, and left the stair
door ajar so that he could call Hannah, the cook, if he wanted anything,
and then she had gone over to her own room.

The little boy had always enjoyed being ill, for then he was read aloud
to and had lemonade, but this had been a real illness, and though he was
better now, the doctor still would not let him have anything but milk
and gruel. He was feeling rather lonely, too, though the fire crackled
cheerfully, and he could hear Hannah singing to herself in the kitchen

Teddy turned over the leaves of Robinson Crusoe for a while, looking at
the gaily colored pictures, and then he closed it and called, "Hannah!"
The singing in the kitchen below ceased, and Teddy knew that Hannah was
listening. "Hannah!" he called again.

At the second call Hannah came hurrying up the stairs and into the room.
"What do you want, Teddy?" she asked.

"Hannah, I want to ask mamma something," said Teddy.

"Oh," said Hannah, "you wouldn't want me to call your poor mother, would
you, when she was up with you the whole of last night and has just gone
to lie down a bit?"

"I want to ask her something," repeated Teddy.

"You ask me what you want to know," suggested Hannah. "Your poor
mother's so tired that I'm sure you are too much of a man to want me to
call her."

"Well, I want to ask her if I may have a cracker," said Teddy.

"Oh, no; you couldn't have that," said Hannah. "Don't you know that the
doctor said you mustn't have anything but milk and gruel? Did you want
to ask her anything else?"

"No," said Teddy, and his lip trembled.

After that Hannah went down-stairs to her work again, and Teddy lay
staring out of the window at the windy gray clouds that were sweeping
across the April sky. He grew lonelier and lonelier and a lump rose in
his throat; presently a big tear trickled down his cheek and dripped off
his chin.

"Oh dear, oh dear!" said a little voice just back of the hill his knees
made as he lay with them drawn up in bed; "what a hill to climb!"

Teddy stopped crying and gazed wonderingly toward where the voice came
from, and presently over the top of his knees appeared a brown peaked
hood, a tiny withered face, a flapping brown cloak, and last of all two
small feet in buckled shoes. It was a little old woman, so weazened and
brown that she looked more like a dried leaf than anything else.

She seated herself on Teddy's knees and gazed down at him solemnly, and
she was so light that he felt her weight no more than if she had been a

Teddy lay staring at her for a while, and then he asked, "Who are you?"

"I'm the Counterpane Fairy," said the little figure, in a thin little

"I don't know what that is," said Teddy.

"Well," said the Counterpane Fairy, "it's the sort of a fairy that lives
in houses and watches out for the children. I used to be one of the
court fairies, but I grew tired of that. There was nothing in it, you

"Nothing in what?" asked Teddy.

"Nothing in the court life. All day the fairies were swinging in
spider-webs and sipping honey-dew, or playing games of hide-and-go-seek.
The only comfort I had was with an old field-mouse who lived at the edge
of the wood, and I used to spend a great deal of time with her; I used
to take care of her babies when she was out hunting for something to
eat; cunning little things they were,--five of them, all fat and soft,
and with such funny little tails."

"What became of them?"

"Oh, they moved away. They left before I did. As soon as they were old
enough, Mother Field-mouse went. She said she couldn't stand the court
fairies. They were always playing tricks on her, stopping up the door of
her house with sticks and acorns, and making faces at her babies until
they almost drove them into fits. So after that I left too."

"Where did you go?"

"Oh, hither and yon. Mostly where there were little sick boys and

"Do you like little boys?"

"Yes, when they don't cry," said the Counterpane Fairy, staring at him
very hard.

"Well, I was lonely," said Teddy. "I wanted my mamma."

"Yes, I know, but you oughtn't to have cried. I came to you, though,
because you were lonely and sick, and I thought maybe you would like me
to show you a story."

"Do you mean tell me a story?" asked Teddy.

"No," said the fairy, "I mean show you a story. It's a game I invented
after I joined the Counterpane Fairies. Choose any one of the squares of
the counterpane and I will show you how to play it. That's all you have
to do,--to choose a square."

Teddy looked the counterpane over carefully. "I think I'll choose that
yellow square," he said, "because it looks so nice and bright."

"Very well," said the Counterpane Fairy. "Look straight at it and don't
turn your eyes away until I count seven times seven and then you shall
see the story of it."

Teddy fixed his eyes on the square and the fairy began to count.
"One--two--three--four," she counted; Teddy heard her voice, thin and
clear as the hissing of the logs on the hearth. "Don't look away from
the square," she cried. "Five--six--seven"--it seemed to Teddy that the
yellow silk square was turning to a mist before his eyes and wrapping
everything about him in a golden glow. "Thirteen--fourteen"--the fairy
counted on and on. "Forty-six--forty-seven--forty-eight--FORTY-NINE!"

At the words forty-nine, the Counterpane Fairy clapped her hands and
Teddy looked about him. He was no longer in a golden mist. He was
standing in a wonderful enchanted garden. The sky was like the golden
sky at sunset, and the grass was so thickly set with tiny yellow flowers
that it looked like a golden carpet. From this garden stretched a long
flight of glass steps. They reached up and up and up to a great golden
castle with shining domes and turrets.

"Listen!" said the Counterpane Fairy. "In that golden castle there lies
an enchanted princess. For more than a hundred years she has been lying
there waiting for the hero who is to come and rescue her, and you are
the hero who can do it if you will."

With that the fairy led him to a little pool close by, and bade him look
in the water. When Teddy looked, he saw himself standing there in the
golden garden, and he did not appear as he ever had before. He was tall
and strong and beautiful, like a hero.

"Yes," said Teddy, "I will do it."

At these words, from the grass, the bushes, and the tress around,
suddenly started a flock of golden birds. They circled about him and
over him, clapping their wings and singing triumphantly. Their song
reminded Teddy of the blackbirds that sang on the lawn at home in the
early spring, when the daffodils were up. Then in a moment they were all
gone, and the garden was still again.

Their song had filled his heart with a longing for great deeds, and,
without pausing longer, he ran to the glass steps and began to mount

Up and up and up he went. Once he turned and waved his hand to the
Counterpane Fairy in the golden garden far below. She waved her hand in
answer, and he heard her voice faint and clear. "Good-bye! Good-bye! Be
brave and strong, and beware of that that is little and gray."

Then Teddy turned his face toward the castle, and in a moment he was
standing before the great shining gates.

He raised his hand and struck bravely upon the door. There was no
answer. Again he struck upon it, and his blow rang through the hall
inside; then he opened the door and went in.

The hall was five-sided, and all of pure gold, as clear and shining as
glass. Upon three sides of it were three arched doors; one was of
emerald, one was of ruby, and one was of diamond; they were arched, and
tall, and wide,--fit for a hero to go through. The question was,
behind which one lay the enchanted princess.

While Teddy stood there looking at them and wondering, he heard a little
thin voice, that seemed to be singing to itself, and this is what it

"In and out and out and in,
Quick as a flash I weave and spin.
Some may mistake and some forget,
But I'll have my spider-web finished yet."

When Teddy heard the song, he knew that someone must be awake in the
enchanted castle, so he began looking about him.

On the fourth side of the wall there hung a curtain of silvery-gray
spider-web, and the voice seemed to come from it. The hero went toward
it, but he saw nothing, for the spider that was spinning it moved so
fast that no eyes could follow it. Presently it paused up in the
left-hand corner of the web, and then Teddy saw it. It looked very
little to have spun all that curtain of silvery web.

As Teddy stood looking at it, it began to sing again:

"Here in my shining web I sit,
To look about and rest a bit.
I rest myself a bit and then,
Quick as a flash, I begin again."

"Mistress Spinner! Mistress Spinner!" cried Teddy. "Can you tell me
where to find the enchanted princess who lies asleep waiting for me to
come and rescue her?"

The spider sat quite still for a while, and then it said in a voice as
thin as a hair: "You must go through the emerald door; you must go
through the emerald door. What so fit as the emerald door for the hero
who would do great deeds?"

Teddy did not so much as stay to thank the little gray spinner, he was
in such a hurry to find the princess, but turning he sprang to the
emerald door, flung it open, and stepped outside.

He found himself standing on the glass steps, and as his foot touched
the topmost one the whole flight closed up like an umbrella, and in a
moment Teddy was sliding down the smooth glass pane, faster and faster
and faster until he could hardly catch his breath.

The next thing he knew he was standing in the golden garden, and there
was the Counterpane Fairy beside him looking at him sadly. "You should
have known better than to try the emerald door," she said; "and now
shall we break the story?"

"Oh, no, no!" cried Teddy, and he was still the hero. "Let me try once
more, for it may be I can yet save the princess."

Then the Counterpane Fairy smiled. "Very well," she said, "you shall
try again; but remember what I told you, beware of that that is little
and gray, and take this with you, for it may be of use." Stooping, she
picked up a blade of grass from the ground and handed it to him.

The hero took it wondering, and in his hands it was changed to a sword
that shone so brightly that it dazzled his eyes. Then he turned, and
there was the long flight of glass steps leading up to the golden castle
just as before; so thrusting the magic sword into his belt, he ran
nimbly up and up and up, and not until he reached the very topmost step
did he turn and look back to wave farewell to the Counterpane Fairy
below. She waved her hand to him. "Remember," she called, "beware of
what is little and gray."

He opened the door and went into the five-sided golden hall, and there
were the three doors just as before, and the spider spinning and singing
on the fourth side:

"Now the brave hero is wiser indeed;
He may have failed once, but he still may succeed.
Dull are the emeralds; diamonds are bright;
So is his wisdom that shines as the light."

"The diamond door!" cried Teddy. "Yes, that is the door that I should
have tried. How could I have thought the emerald door was it?" and
opening the diamond door he stepped through it.

He hardly had time to see that he was standing at the top of the glass
steps, before--br-r-r-r!--they had shut up again into a smooth glass
hill, and there he was spinning down them so fast that the wind whistled
past his ears.

In less time than it takes to tell, he was back again for the third time
in the golden garden, with the Counterpane Fairy standing before him,
and he was ashamed to raise his eyes.

"So!" said the Counterpane Fairy. "Did you know no better than to open
the diamond door?"

"No," said Teddy, "I knew no better."

"Then," said the fairy, "if you can pay no better heed to my warnings
than that, the princess must wait for another hero, for you are not the

"Let me try but once more," cried Teddy, "for this time I shall surely
find her."

"Then you may try once more and for the last time," said the fairy, "but
beware of what is little and gray." Stooping she picked from the grass
beside her a fallen acorn cup and handed it to him. "Take this with
you," she said, "for it may serve you well."

As he took it from her, it was changed in his hand to a goblet of gold
set round with precious stones. He thrust it into his bosom, for he was
in haste, and turning he ran for the third time up the flight of glass
steps. This time so eager was he that he never once paused to look back,
but all the time he ran on up and up he was wondering what it was that
she meant about her warning. She had said, "Beware of what is little and
gray." What had he seen that was little and gray?

As soon as he reached the great golden hall he walked over to the
curtain of spider-web. The spider was spinning so fast that it was
little more than a gray streak, but presently it stopped up in the
left-hand corner of the web. As the hero looked at it he saw that it was
little and gray. Then it began to sing to him in its little thin voice:

"Great hero, wiser than ever before,
Try the red door, try the red door.
Open the door that is ruby, and then
You never need search for the princess again."

"No, I will not open the ruby door," cried Teddy. "Twice have you sent
me back to the golden garden, and now you shall fool me no more."

As he said this he saw that one corner of the spider-web curtain was
still unfinished, in spite of the spider's haste, and underneath was
something that looked like a little yellow door. Then suddenly he knew
that that was the door he must go through. He caught hold of the curtain
and pulled, but it was as strong as steel. Quick as a flash he snatched
from his belt the magic sword, and with one blow the curtain was cut in
two, and fell at his feet.

He heard the little gray spider calling to him in its thin voice, but he
paid no heed, for he had opened the little yellow door and stooped his
head and entered.

Beyond was a great courtyard all of gold, and with a fountain leaping
and splashing back into a golden basin in the middle. Bet what he saw
first of all was the enchanted princess, who lay stretched out as if
asleep upon a couch all covered with cloth of gold. He knew she was a
princess, because she was so beautiful and because she wore a golden

He stood looking at her without stirring, and at last he whispered:
"Princess! Princess! I have come to save you."

Still she did not stir. He bent and touched her, but she lay there in
her enchanted sleep, and her eyes did not open. Then Teddy looked about
him, and seeing the fountain he drew the magic cup from his bosom and,
filling it, sprinkled the hands and face of the princess with the water.

Then her eyes opened and she raised herself upon her elbow and smiled.
"Have you come at last?" she cried.

"Yes," answered Teddy, "I have come."

The princess looked about her. "But what became of the spider?" she
said. Then Teddy, too, looked about, and there was the spider running
across the floor toward where the princess lay.

Quickly he sprang from her side and set his foot upon it. There was a
thin squeak and then--there was nothing left of the little gray spinner
but a tiny gray smudge on the floor.

Instantly the golden castle was shaken from top to bottom, and there was
a sound of many voices shouting outside. The princess rose to her feet
and caught the hero by the hand. "You have broken the enchantment," she
cried, "and now you shall be the King of the Golden Castle and reign
with me."

"Oh, but I can't," said Teddy, "because--because---"

But the princess drew him out with her through the hall, and there they
were at the head of the flight of glass steps. A great host of soldiers
and courtiers were running up it. They were dressed in cloth of gold,
and they shouted at the sight of Teddy: "Hail to the hero! Hail to the
hero!" and Teddy knew them by their voices for the golden birds that had
fluttered around him in the garden below.

"And all this is yours," said the beautiful princess, turning toward him

* * * * * * * *

"So that is the story of the yellow square," said the Counterpane Fairy.

Teddy looked about him. The golden castle was gone, and the stairs, and
the shouting courtiers. He was lying in bed with the silk coverlet over
his little knees and Hannah was still singing in the kitchen below.

"Did you like it?" asked the fairy.

Teddy heaved a deep sigh. "Oh! Wasn't it beautiful?" he said. Then he
lay for a while thinking and smiling. "Wasn't the princess lovely?" he
whispered half to himself.

The Counterpane Fairy got up slowly and stiffly, and picked up the staff
that she had laid down beside her. "Well, I must be journeying on," she

"Oh, no, no!" cried Teddy. "Please don't go yet."

"Yes, I must," said the Counterpane Fairy. "I hear your mother coming."

"But will you come back again?" cried Teddy.

The Counterpane Fairy made no answer. She was walking down the other
side of the bedquilt hill, and Teddy heard her voice, little and thin,
dying away in the distance: "Oh dear, dear, dear! What a hill to go
down! What a hill it is! Oh dear, dear, dear!"

Then the door opened and his mother came in. She was looking rested,
and she smiled at him lovingly, but the little brown Counterpane Fairy
was gone.



THE next morning when Teddy awoke it was still very early; so early that
even Hannah was not yet stirring.

Outside everything was wrapped in a silvery mist, and now and then a
drop of moisture plumped down on the porch roof.

Teddy lay still for a while, growing wider and wider awake, and then he
began to stir restlessly and wish that his mother would come. After a
while he called her, but the house was so silent that he didn't like to
call very loudly, and there was no answer.

He thought he would call again, and then suddenly he remembered the
Counterpane Fairy, and wondered if she would like little boys who called
their mothers so early.

He turned over in bed, and raising his knees into a hill stared at the
yellow silk square and thought of the wonderful golden castle where she
had taken him the day before. He wished he knew what all the bird people
would have done when they reached the top of the stairs. He thought they
would have put a golden crown on his head and made him king.

And the princess was so beautiful he longed to see her again. How
surprised Hannah would have been if she had heard voices, and had come
up-stairs to see who it was, and had found the beautiful princess
sitting with him, and had seen the golden crown on his head! If she only
knew about it she would never call him a mischievous boy again. He had
done a great deal more than Hannah could.

"Oh dear, oh dear!" said a little voice just back of his knees; "almost
at the top, anyway." Teddy knew the voice; it was that of the
Counterpane Fairy, and there was the top of her brown hood showing over
his knees. He watched, breathless with eagerness, until he saw her face
appear above them, and then he cried out: "I wondered whether you would
come; I'm so glad. Are you going to show me another story, and will you
stay a long while?"

The Counterpane Fairy said nothing until she had sat down on top of his
knees for a while and caught her breath, and then she said: "Well, well!
It's steeper than it was yesterday. I thought I should never get across
that satin square, it was so slippery."

"Shall I put my knees down?" asked Teddy, moving them.

"For mercy's sake! no," said the fairy, clutching at the quilt. "You
might upset me. Keep right still and I'll show you another story."

"Oh, yes!" cried Teddy; "please do; and let me go to the golden castle

"No, I can't do that," said the Counterpane Fairy, "for that was
yesterday's story, and this will be another."

"But what became of the princess?" asked Teddy.

"Oh! she married the hero, of course," said the fairy.

"But I thought I was the hero."

"There, there!" said the fairy, impatiently, "I told you that was
yesterday's story, and if you want to see any more you must choose
another square."

"Well, I will," said Teddy. "May I choose that green square?"

"Yes," said the fairy. "Now fix your eyes on it while I count."

Teddy began to stare at the green square so hard that he scarcely
winked, but he heard the Counterpane Fairy counting on in her thin
little voice until she reached FORTY-NINE.

The green square spread and grew just as the yellow one had done while
she counted, until Teddy seemed drifting off into endless green spaces.
Then the Counterpane Fairy clapped her hands and he saw that he was
hovering over a grassy hillside.

"Now you are an elf, you know," he heard the fairy say.

At the bottom of the green hill there was a brook, and at the top was a
line of shady green woods. Overhead the sky was very blue, with shining
heaps of cottony white clouds; a soft wind was blowing, but the sun was
warm, and insects were buzzing past intent on business. A brown bird
whirred by and dropped out of sight among the grasses.

Teddy floated through the air lighter than a feather, and he felt so
happy that he clapped his hands together and turned head over heels in
the air. As he came right side up again he saw a bit of thistle-down
drifting on up the hill, and he was so little that when he flew after it
and set himself astride of it, it seemed as big as a barrel to him. He
floated on up the hill with it, and the wind was like a cushion behind

As they reached the edge of the hill the thistle-down caught on a bush,
and Teddy almost has his leg wedged between it and a leaf. He jumped off
in a hurry, and stood looking about him and wondering what he should do

Suddenly he saw something that made him open his eyes wide in
astonishment. Four large black-and-yellow butterflies were tied to a
knot on an old tree close by, but it was not at the butterflies
themselves that he wondered, for he had often seen them flitting about
the fields; it was at the way they were loaded down with the strangest
things: all sorts of fairy household furniture--little chairs and
tables, bedsteads, tiny pots and pans, a great soup-kettle almost as
large as a huckleberry, two thistle-down mattresses, and a number of
other things. All these were very neatly packed and tied between the
butterflies' wings with spider-web ropes.

In the middle of the knot was a hole, but instead of being round, as a
knot-hole generally is, it was square, and there was a little door
fitted into it.

Suddenly this door opened, and on the threshold of it stood a beautiful
little fairy. She stood there looking about, and then she drew from her
pocket a handkerchief, thin and delicate as gossamer, and wiped her
eyes. After that she began to sob, and Teddy knew that what he had
thought was the buzzing of a bee inside the knot had really been the
sound of her weeping.

"Hello!" called the elf.

The fairy stopped sobbing and looked about her. When she saw Teddy she
stared at him for a moment and then she began to wipe her eyes and sob

Teddy climbed up the branch of a blackberry bush until he was quite
close to the knot-hole, and sat down on the stem and stared at her.
"What makes you cry?" he asked.

Still the fairy said nothing, but she folded her little handkerchief,
though it was quite wet, and put it carefully back into her pocket.

Just then in the doorway at her side appeared another fairy. He was
quite different from her, though he, too, was very small. He was as
withered as a dried pea, and looked as though he must be at least a
hundred years old.

"Is everything packed up?" he asked in a querulous voice. Then his eyes
fell on Teddy the elf. He scowled until his little pin-pricks of eyes
almost disappeared. "Ugh! there's one of those nasty gamblesome elves,"
he said. "Now mischief's sure to follow."

"I'm not a gamblesome elf!" cried Teddy.

"Yes you are!" said the withered old fairy. "You needn't tell me! Look
at your red cap and the way your toes turn down. I say you are a
gamblesome elf."

Teddy looked at his toes and sure enough they did turn down. "I wonder
if I am a gamblesome elf," he thought.

But the old fairy paid no more attention to him. He seemed to be in a
great hurry and very cross. He bustled in and out of the knot-hole,
bringing a broom and an old coat that had been forgotten, and packed
them on the butterflies, and then he helped the lady fairy on to one,
and clambered on another himself.

After they were all ready to start he found that he had forgotten to
unhitch the butterflies, and grumbling and scolding he clambered down
again and untied them. Then he climbed back once more, and away they
flew down the hillside and out of sight, the lady fairy weeping all the
time as though her heart would break.

"I wonder what she was crying about," said the gamblesome elf to
himself, as he stared after them.

"I can tell you that easily enough," said a little voice so close to his
elbow that it made him jump.

He looked around and saw close to him a brown beetle, sitting on a
blackberry leaf. Teddy looked at the beetle for a while in silence, and
then he said, "Well, why is it they're going?"

"It's all because of old Mrs. Owl," said the beetle. "She and old
Father Owl used to live deep in the woods in a hollow tree, but one time
they determined to move out to the edge of the hill, because the air was
better, and what tree should they choose for their home but this very
one where Granddaddy Thistletop has been living as long as I can
remember. Then when the owls were all settled they began to complain.
They said that Granddaddy Thistletop and Rosine were so noisy all day
that they couldn't sleep.

"After the little owls hatched out it was worse than ever, for the old
mother said that every time Rosine cooked the dinner it made the little
owls sneeze, and so the fairies must go."

"I wouldn't have gone," cried Teddy.

"Oh, yes you would," said the beetle. "The owls could have stopped up
the doors and windows, or they could--well, they could have done almost
anything, they're so big. You may go in and look at the house, if you
want to. I have to go down the bush and see old Mrs. Ant. Good-bye! I'll
see you again after a while."

When the beetle had gone, Teddy climbed up to the knot-hole and went in.
There was a long entry as narrow and dark as a mouse-hole, and with
doors opening off from it here and there. At the end of the hall was a
room that must have been the kitchen. It was very bare and lonely now,
and there was a fireplace at one end with a streak of light shining down
through the chimney.

While Teddy was standing by the chimney, he heard a rustling and
stirring about overhead; one of the little owls clicked its beak in its
sleep, and he heard a sleepy, whining voice: "Now just you stop
scrouging me. Screecher is scrouging me!"

Then he heard the Mother Owl: "Hus-s-s-h! Hus-s-s-h! Go to sleep; it's
broad daylight yet." After that all was still again.

"I wish," thought Teddy to himself, "that I could do something to make
the owls go away." Then he began to giggle to himself, and put both
hands over his mouth so that the owls up above wouldn't hear him.

He tiptoed back to the door in the knot-hole, and looked down at a bush
with long thorns on it, that grew close by. "I'll do it," he said to
himself; "I'll break off the thorns and put them in the nest, so that
the owls just can't stay there." In a moment he was down on the bush and
tugging at a tough thorn.

As soon as it broke off, he lifted it on his shoulder and clambered up
the rough bark of the tree to the great black hole where the owls lived.
When he looked down into it, there they were in the nest, fluffy and
gray, and fast asleep. Very quietly he slipped down, and set the thorn
in the side of the nest, with the point sticking out. After that, he
softly clambered out again.

Up and down, up and down the tree he climbed again and again, carrying
thorns and quietly setting them in the nest, and as he went up and down
he kept whispering to himself: "I'm a gamblesome elf; oh, yes, indeed I
am a gamblesome elf."

After he thought he had put enough in the nest, he went into old
Granddaddy Thistletop's kitchen, and, crouching down by the fireplace,
he listened. It was getting to be twilight now, and the owls were
beginning to stir. Presently he heard a voice cry out: "Ouch! Flipperty
is sticking his toes into me."

"No I ain't, neither," said another voice. "It's Pinny-winny. There,
she's doing it to me, too. Now just you stop."

"'Tain't me," cried a little squeaky voice; "it's Screecher hisself.
Ow! Ow! I'm going to tell," and she began to cry.

"You naughty little owls," cried the Mother Owl's voice, "what do you
mean by digging your little sister?"

"I didn't," cried Screecher and Flipperty, together. "Ouch! Ouch!
There's something sharp in the nest."

"My dear," said old Father Owl's voice from the branch outside, "can't
you keep those children quiet?"

"Quiet indeed!" cried old Mother Owl. "Here is the nest all set full of
thorns, and you expect them to be quiet. No wonder the poor children
make a noise. Just you come here and help me get the thorns out."

"Thorns!" cried Father Owl. "How did they get in there?"

"That's more than I can tell," said the Mother Owl. "Perhaps it's old
Granddaddy Thistletop's doings. I thought those fairies had gone away,
but they must be down there still. I'll just fly down and see, and if
they are, I'll make them sorry enough."

With that, down flew the Mother Owl, and putting one big yellow eye at
the kitchen window, she looked in. "Who-o-o! you fairies," she cried,
"are you in there still?"

At first, her eye looked so very big and yellow that Teddy was
frightened. Then he remembered that he was a gamblesome elf, so he made
a face at her, and began to hop up and down and twirl about on his toes,

"I won't go away! I won't go away!
I'll stay all night, and I'll stay all day.
Oh, my cap and toes! I'm a gamblesome elf.
Old owl, you had better look out for yourself."

The old owl looked in for a moment, and then without a word she flew
back to her nest as fast as she could. Teddy ran over to the chimney and
listened. He heard the old owl brush into the hollow above, and then he
heard her saying in a frightened voice: "Husband, husband, what do you
think! A gamblesome elf has come to live in old Granddaddy Thistletop's

"Oh, my tail-feathers!" cried old Father Owl aghast. "This is bad
business; we'll be having trouble and mischief all the time now. It
would have been better if we had let old Thistletop stay. What shall we

"Do! do!" cried old Mother Owl in an exasperated voice; "what is there
to do, I should like to know, but to get the children away? I wouldn't
keep them in the same tree with that gamblesome elf--no, not a night
longer--for all the mice you could offer me."

"But how can we get them away?" asked old Father Owl. "They can't fly."

"No, we can't fly!" cried all the little owls. "Oh, what shall we do?
Ow! Ow!"

"Can't fly! They've got to fly," said Mother Owl, "and you and I must
help them. Back to the old tree we go this very night."

After that there was a great to-do up in the hollow. Teddy watched it
all lying on his stomach in the door of the knot-hole, for it was
moonlight by this time and almost as bright as day.

The little owls got up on the edge of the hollow and there they sat,
teetering and flapping and afraid to fly. Their mother grew crosser and
crosser, and at last she got back of them and gave them a push, and then
down they went, fluttering and tumbling and bumping into the

The Father Owl sailed about from branch to branch, calling, "Who-o-o-o!
Who-o-o! Come on! Spread your wings and go like this. Who-o-o-o!" and
then he would sail on to another bush; but the Mother Owl flew down
beside them and showed them how to spread their wings, and pushed them
with her beak, and gradually the fluttered farther and farther into the
darkling woods, their cries growing fainter and then dying away until
all Teddy could hear was the Father Owl's voice, very faint and far
away. "Who-o-o! Who-o-o!" Then it too died away, and the woods were

After a while the moon set and Teddy began to feel very sleepy.

Then a little breeze sprang up; the light grew clearer and the east was
red, and at last the sun peeped over the top of the hill opposite.

As the first beam struck old Granddaddy Thistletop's tree, Teddy started
to his knees, gazing out down the hill-slope. There were the four
black-and-yellow butterflies flying directly toward the tree as fast as
their wings could carry them, and on the two foremost ones were old
Granddaddy Thistletop himself and the beautiful Rosine.

They drew rein at the knot-hole, and the old fairy, skipping from his
butterfly and never pausing to fasten it, tottered straight to Teddy and
threw his arms about his neck. "Our preserver!" he cried. "And to think
I should have called you a gamblesome elf! But never mind; I will make
it up to you."

Suddenly he turned and caught the blushing Rosine by the hand. "Here!"
he cried; "she is yours, and you shall live with us, and learn to turn
your toes up, and we will all be happy together."

"But--but--" cried Teddy, starting back, "don't you know? I'm not an
elf at all. I'm---"

* * * * * * *

"Well, well! Here we are back again," said the Counterpane Fairy, "and
stiff enough I feel after all that journeying."

"Oh! wasn't it funny?" said Teddy, and his knees shook with laughter.
"They really thought I was a gamblesome elf."

"Take care!" cried the fairy. "There you are shaking your knees again.
I think, my dear, that if you were to lower them very, very carefully,
the hill would not be quite so steep."

"Yes, ma'am, I'll be careful," said Teddy, beginning very slowly to
slide his feet down in the bed. Suddenly, the door-knob turned, and
Teddy gave a start;--quick as a flash the Counterpane Fairy had

His mother was coming in carrying his breakfast and a little vase of
violets on a tray.

"Why, my darling, what a bright, happy face!" she said. "I think my
little boy must be feeling better this morning."



"MIS' THOMAS, Ann McFinney's downstairs to see you about that sewing you
said she could do for you," said Hannah, putting her head in at the
door. Mamma was sitting close to the bed playing a game of Old Maid with

"Very well, Hannah; tell her I'll be there in a moment," she said.

"Oh, please don't go yet," said Teddy. "It's my draw. Match! You're
the old maid. Oh, Mamma! You're an old maid!" And he pointed his finger
at her and laughed.

"Why, so I am," said mamma. "Now you can shuffle the cards, and when I
come back we'll have another game."

"Don't stay long," begged Teddy.

"I'll come back as soon as I can," said mamma, and then she went out.

Teddy lay propped up on the pillow and shuffled and shuffled the cards,
and wished his mother would hurry. He did not like Ann McFinney, for
when she came she always cried, and wiped her eyes on the corner of her
apron, and told how her husband was out of work, and the children needed

Now it was some time before mamma came back, and when she did she had
her bonnet on. "Darling," she said, "I have to go out for a while. Mrs.
McFinney's baby's sick, and I've promised the poor thing to come over
and see it. I won't be gone long, and when I come back I'll bring you a
sheet of paper soldiers to cut out."

"I'd rather have a paper circus," said Teddy.

"Very well," said mamma, "I'll bring you a circus instead." Then she
gave him some picture-books to look at while she was out, and kissed him
good-bye, telling him to be a good boy.

She went out through the next room, and he heard her pause to wind the
music-box and set it playing. "There," she called back to him, "you'll
have the music to keep you company," and then she went on down-stairs.

After she had gone Teddy lay fingering the books and not caring to open
them, he knew them so well. "Oh dear!" he sighed, "I wish the
Counterpane Fairy was here!"

"Oh dear, dear, dear! How steep this hill is!" said a little voice just
back of his knees. "Don't break, me little staff, or down I'll go, head
over heels to the bottom." Teddy knew the voice well, and his heart gave
a leap of pleasure. There was the pointed cap and the withered face of
the Counterpane Fairy just appearing above the counterpane hill.

"Oh, Mrs. Fairy, I'm so glad you came, and I have the loveliest square
picked out!" cried Teddy. "I hadn't seen it before, because it was the
other side of my knees. It's that white one with the silver leaves on
it, and my mamma says it was a scrap left from her wedding dress."

"Wait, wait," said the fairy, "till a body gets her breath. Now which
one is it?"

"It's that one," said Teddy. "Will you tell me about it?"

"Why, yes," said the fairy, "if that's the one you want. Now fix your
eyes on it while I count."

Then the Counterpane Fairy began to count. He heard her voice going on
and on and on. "FORTY-NINE!" she cried.

* * * * * * *

When Teddy looked about him he saw that he was standing in a long hall
of white marble veined with silver. There were arches and pillars of
silver and all the walls were carved with lilies.

Teddy walked slowly down this hall, and as he walked a rosy glow seemed
to move with him. He looked down to see what made it, and found that he
was dressed in a tunic of rose-colored silk, such as he had never seen
before, and it was fastened about the waist with a golden girdle. His
feet were bare, but the air was so mildly warm that the marble did not
chill him.

After a while, as he walked slowly and wonderingly down the hall, he
turned a corner and found himself in another hall just like the first,
only at one side there was a great crystal window, and sitting on a
marble seat before it was the Counterpane Fairy herself. She sat quite
still as though she were listening, and she paid no attention to Teddy.

He was sure it must be the Counterpane Fairy, for it looked like her,
though she was quite large now; she looked as large as a real woman.

Teddy stood looking at her for a while, and waiting for her to see him,
but she paid no attention, and so at last he whispered, "Counterpane

"Hush!" said she. "I'm listening."

Then Teddy listened too, and as soon as he did he heard a sound of music
like that of the music-box in the nursery at home, only it was very much
clearer, and sweeter, and fainter.

It seemed to come from outside the crystal window, and looking through
it Teddy saw that outside was the most beautiful garden he had ever
seen. The grass of the garden was a silvery green; and the paths were
white. The leaves of the tress were lined with silver, and the branches
hung with shining fruit. There were lilies growing beside the paths, and
in the centre of the garden a fountain leaped and fell back into a
marble basin. The water sparkled as though it were made of diamonds, and
as Teddy listened he knew that the music he heard was the voice of the

Presently it ceased and then the fairy turned to him and smiled.

"Oh, Counterpane Fairy!" cried Teddy, "may I go out into that garden?"

"That I don't know," said the fairy, "but if you want to get there the
best thing for you to do is find Starlein and Silverling, for they are
the only ones who can show you the way into the garden."

"Where are they?" asked Teddy.

"I can't tell you that, either," said the fairy, "but they're somewhere
in the halls."

"I'll go find them," cried Teddy, and without waiting any longer he
turned and ran down the hall as fast as he could, he was in such haste
to find them and get them to show him the way into the garden.

On and on he ran, through one hall after another, through arched
doorways, and along echoing corridors, until he felt all bewildered and
out of breath. All the time he was running he seemed to hear the music
of the singing fountain in his ears, but whenever he stopped to listen
everything was still.

He was so out of breath that he had begun to walk, when turning another
corner he suddenly saw before him a little girl who he somehow felt sure
was Starlein.

Her hair was of a silvery yellow and was like a mist about her head; she
was very beautiful and was dressed from head to foot in silver that
shone and sparkled as she moved. Around her was flying a flock of white
doves, and she was playing with them and talking.

As soon as she saw Teddy she cried out, "Oh, it's a little child!" and
running down the hall to him, with her doves flying about her, she put
her little hands on his cheeks and kissed him. Then she stood back and
looked at him with her hands clasped. "You dear little boy!" she said.
"Where did you come from?"

"I came through the white square," said Teddy.

"I don't know the white square," said the little girl, "but I'm glad you
came. I haven't anyone to play with since Silverling went away."

"Where has Silverling gone?" asked Teddy. "I must find him."

The little girl shook her head. "I don't know," she said. "We
quarrelled once and he went away. He must be in some of the halls, but
I've been hunting and hunting ever since and I can't find him."

Then Teddy told her how the Counterpane Fairy had said that he must find
Silverling and Starlein and that then perhaps he could get into the
garden where the singing fountain was.

The little girl shook her head again. "I am Starlein," she said, "but I
can't take you into the garden, because I have never found the gate into
it since Silverling went away," and she went over and sat down on a
marble bench beside the wall, and all the doves settled about her on her
knees and shoulders.

"Never mind," cried Teddy, bravely, "you wait here and I'll go and find
him. I found you and I'll find him too."

Turning he ran down the hall and through an arched way into another
hall, and there, far, far down at the other end, he saw a little boy
dressed in silver, who was tossing a silver ball up into the air and
catching it again.

When he saw Teddy he slipped the ball into his pocket and ran to meet
him, leaping with delight and clapping his hands. "Oh, little boy!
little boy!" he cried, "will you come and play with me?"

"Are you Silverling?" cried Teddy, breathlessly.

"Yes," said the little boy.

"Then come! come quick!" cried Teddy. "Starlein is just around the
corner, and she is waiting for you to come and show us the way into the
garden where the singing fountain is."

He caught Silverling by the hand and without another word they ran as
fast as they could up the hall and around the corner, through the
silvery archway, and into the other hall. There Teddy stopped short,
looking blankly about him. Starlein was gone.

Silverling shook his head sadly. "I know how it would be," he said.
"I've been hunting for her ever since we quarrelled, but I can't find
her, and I can't find the way into the garden of the singing fountain

"What did you quarrel about?" asked Teddy.

"We quarrelled about this," said the little boy, touching a slender
golden chain that hung around his neck. "We found it in the garden and
we quarrelled about who should wear it, but I'd be so glad to give it to
Starlein now if she would only come back again."

"Well, wait!" said Teddy. "She can't be far away and I'll go and find

"No, no!" cried Silverling. "You can't find her, and I'll lose you too.
Stay here awhile, little boy, and play with me, for I'm very lonely.
Look! Let's play with my silver ball," and taking it from his pocket he
tossed it to Teddy. Teddy caught it and threw it back to him, and so
they played together in the marble hall, tossing the silver ball and
shouting with laughter.

At last Silverling missed the ball, and as it rolled on down the hall he
ran after it, stooping and trying to catch it, but always just missing.
Teddy shouted and clapped his hands, jumping up and down with his bare
feet, and then he stood still watching Silverling as he ran far, far
down the hall.

As he stood thus, suddenly he heard from just around the corner the
cooing of Starlein's doves.

He did not stop a moment, but turning ran around into the next hall, and
there sure enough was Starlein with her doves about her.

"Oh, little boy!" she cried, "I was afraid I had lost you."

But Teddy caught her by the hand. "Come quick!" he cried, "I have found

They ran together into the hall where a moment ago Silverling had been
playing with the silver ball, but it was vacant now; Silverling was

"Well, I never!" said Teddy. Then he turned to Starlein. "Starlein,
you shouldn't have gone away when I told you not to."

"I didn't," said Starlein. "I stayed right there."

Teddy thought awhile. "Then it must have been the wrong hall," he said.
"But never mind! I'll find him again, and this time I'll surely bring
him to you; only wait here no matter how long it is."

"Stop! oh, stop!" cried Starlein. She caught one of her doves in her
hands and held it out to Teddy. "Here, little boy," she said; "take this
with you, and if you can't find me again, give it to Silverling and tell
him he is to keep it for his very own."

"Yes, I will," said Teddy, and he took the dove and put it in the bosom
of his tunic, and it nestled there all warm and soft and still.

Then he turned and walked quietly down the hall and into another. He
went on and on, but he did not run and jump now, for he was thinking.
After a while, when he turned into another hall he once more saw
Silverling at play with his silver ball.

"Did you find her?" cried Silverling, eagerly.

"Yes," said Teddy, "I found her, and she sent you a dove for your very
own; but, Silverling, I think this. I think the only way for us ever to
find her together is for us to set the dove free, and to follow it when
it flies back to her."

"But we couldn't follow it," said Silverling. "It would fly so fast
that it would be out of sight in a minute."

"I know," said Teddy, "but we could tie something to it."

"What could we fasten to it?" asked Silverling.

The two little boys stood looking about them and wondering what they
could use. Suddenly Teddy clapped his hands so the dove in his tunic
started. "We'll fasten the end of your golden chain to it," he cried.

No sooner said than done. In a moment Silverling had taken the chain
from his neck and unfastened the ends. It was so long that it had been
twisted several times around his neck. Very gently they took the dove
and fastened the chain to its leg, and then they let it go.

It fluttered up over their heads and circled about them once or twice,
and then it flew on down the hall with the little boys following it.

They turned many a corner and went through many a door, and at last they
came into a hall and there--there was Starlein waiting for them with
her doves about her.

"Oh, Starlein!" cried Silverling.

"Oh, Silverling!" cried Starlein.

They ran to each other and threw their arms about each other's necks and
kissed, while the white doves flew circling about them. Then they told
each other how sorry they were that they had quarrelled, and that they
would never do it any more, and then they kissed again.

"And you may have the golden chain, Starlein," said Silverling.

"No, no! you must keep it," said Starlein.

"Oh, I know what we'll do!" cried Silverling; "we'll give it to this
little boy, because if it hadn't been for him we wouldn't have found
each other."

"Oh, yes!" said Starlein.

But Teddy held up his hand--"Hush!" he whispered; "don't you hear it?"

Then they all listened, and sweeter and clearer than ever before they
heard the voice of the singing fountain in the beautiful garden.

"It is the fountain!" cried Starlein and Silverling, half fearfully.

They each caught Teddy by the hand, and all ran down the hall together,
and the very first corner that they turned they found themselves at the
door of the garden.

The wind was blowing the lilies, the fruit on the wonderful trees shone
and glistened in the sunlight, and the fountain--ah! the fountain was
no longer singing, for the music-box in the nursery had run down.

Teddy looked about him. Instead of the garden there was the flowery
India-room. The clock ticked, the fire crackled;--he was back in bed
once more, and he heard mamma speaking to Hannah in the hall outside, so
he knew she was home again.

"And that is the end of that story," said the Fairy of the Counterpane.



TEDDY was still in bed, though the doctor had said that very soon he
might have the big chair wheeled up to the window and sit there awhile.
Now he was propped up against the pillows playing with the paper circus
his mother had brought to him the day before.

His little cousin Harriett had come in yesterday to spend the afternoon
with him, and together they had cut out the figures--the clown, the
ring-master, the pretty lady on the white horse, the acrobat on his
coal-black steed, and all the rest.

This morning he had put some large books under the bedquilt, and
smoothed it over them so as to make a flat plane, and was amusing
himself setting the circus out, and arranging his soldiers in a long
procession as if they were the audience coming to see it.

He seemed so well entertained that his mother said she would go over to
the sewing-room for a little while to run up some seams on the machine.

When Teddy was left alone he still went on playing very happily, but as
he set out the soldiers two by two, he was really thinking of the
Counterpane Fairy and her wonderful stories.

The evening before he had fallen asleep while his mother was reading
something to his father (for they both sat in Teddy's room in the
evenings now that he was ill), and when he woke they were talking
together about him. They did not see that his eyes were open, so they
went on with what they were saying. It was his mother who was speaking.
"He's such an odd child," she was saying; "just now he is full of this
idea of the Counterpane Fairy and her stories, and he talks of her just
as though she were real. I don't know where he got the idea. It isn't in
any of his book and I thought you must have been telling him about it."

"No," said papa, "I didn't tell him."

"Perhaps it was Harriett," said mamma, and then she saw that he was
awake and began to speak of something else.

Teddy wished his mother could see the Counterpane Fairy herself, and
then she would know that it was a real fairy and not a make-believe.
When he saw the Counterpane Fairy again he was going to ask her if he
mightn't take his mother into one of the stories with him.

He was thinking of her so hard that it did not surprise him at all to
hear her little thin voice just back of the counterpane hill. "Oh dear,
dear! and the worst of it is that I hardly get to the top before I have
to come down again."

"Is that you, Counterpane Fairy?" called Teddy.

"Yes it is," said the fairy. "I'll be there in a minute"; and soon she
appeared above the top of the hill, and seated herself on it to rest,
and catch her breath. "Dear, dear!" she said, "but it's a steep hill."

"Mrs. Fairy," said Teddy, "I want to ask you something. You know my

"Yes," said the Counterpane Fairy, "I know who she is."

"Well," said Teddy, "she's just gone over into the sewing-room, and I
want to know whether you won't let me take her into a square sometime."

"My mercy, no!" said the fairy. "Have you forgotten what I told you the
first time I came?"

"What was that?"

"I told you I went to see little boys and girls. I don't go to see
grown people. They wouldn't believe in me."

"My mother would," said Teddy. "She plays with me and she likes my
books and I tell her all about you."

"No, no!" cried the Counterpane Fairy, "I couldn't think of it. I'm
very glad to take you into my stories, but if you don't care to go by
yourself--" and she picked up her staff and rose as though she were

"Oh, I do, I do!" cried Teddy. "Please don't go away."

"Well, I won't," said the fairy, sitting down again, "if you really want
me to show you another. Have you chosen a square?"

"No, I haven't yet," said Teddy. He looked the squares over very
carefully, and at last he chose the black-and-white one where the circus
was standing.

"Very good," said the fairy. "Now I'm going to begin to count." Teddy
fixed his eyes on the square and she commenced.

Gradually he began to feel as though the white silk of the square was a
pale cloudy sky. Before him stretched a white streak, and in the
distance were some things like black squares; he did not know quite

"FORTY-NINE!" cried the fairy.

When Teddy looked about him he and the Counterpane Fairy were journeying
along a dusty white road together, and the fairy looked just as any
little old woman might, except that her eyes were so bright behind her

Before them lay a city with black roofs and spires; there was a sound of
drums and music in the distance, and a faint noise as though a crowd of
people were shouting a great way off.

"What are they doing over there?" asked Teddy, hurrying his steps a
little. "Is it a parade?"

"No," said the fairy, "it's not a parade, but it is a grand merrymaking,
and it's because of it that I've brought you here. But I'm tired and
hungry, for we've come a long way, so let us sit down by the roadside a
bit, and while we rest I'll tell you all about the goings on and what we
have to do with them."

Teddy was quite willing, so he and the Counterpane Fairy sat down
together on the soft grass beside the road, with the mild and misty sky
overhead, and the fairy took from her pocket a piece of bread and
cheese; she broke it in half and one part she gave to Teddy. It seemed
to him that he had never tasted anything so good, for, as the fairy
remarked, they were both of them hungry.

After they had finished it all to the very last bit, the fairy brushed
the crumbs from her lap, and, sitting there with the soft wind blowing
about them and the black roofs of the city in the distance, the
Counterpane Fairy told him the story of the King of the Black-Country
and the Princess Aureline.

"Far off yonder toward the east, where the sky looks so pale and
bright," began the fairy, "there lives a king, who is called King
Whitebeard, because his beard is as white as snow. He had only one
child, a daughter named the Princess Aureline, and she was as beautiful
as the day and as good as she was beautiful.

"Because she was so good and beautiful princes used to come from all
over the world seeking her hand in marriage, and among them came the
King of the Black-Country, the richest and most powerful of them all.

"The Princess Aureline would have nothing to say to him, however,
because he was wicked as well as rich, so at last the King of the
Black-Country gathered his army together and marching against King
Whitebeard he conquered him and carried off the Princess Aureline

"Now there are great rejoicings in the Black King's country, but the
Princess Aureline sits and grieves all the time, and nothing the King
can do can make her smile. The more the Black King does, the more she
grieves, but she is so very beautiful that the King would deny her
nothing except to let her go home to her father."

"I should like to see a princess," said Teddy.

"So you shall," said the fairy, "for you are a great magician now, and
you have come here to do what no other hero in the world dares to do;
you have come to rescue the Princess Aureline and carry her back to her
own country."

"Do you mean I am a real magician?" asked Teddy.

"Why, yes," said the fairy. "Don't you see you are dressed in a
magician's robe? And there is your magic-chest on the grass beside you.
Look!" So saying the fairy drew a mirror of polished steel from under
her cloak and held it up before Teddy, and as he looked into it he
hardly knew himself; he was dressed in a black hood, and a long black
robe strangely woven about the hem with characters in white, and he held
a white staff in his hand. Beside him on the grass was a box bound round
with iron, and that was his magic-box.

After he had looked in the mirror for a while the fairy hid it away
again under her cloak. "Now come," she said, "for it is time we were
journeying on."

"But what have I in my box?" asked Teddy, as he picked it up and joined
the fairy, who was already hobbling along toward the city.

"Don't you remember?" said the fairy. "It's your circus."

"Oh, yes, I remember now," said Teddy.

After a while he and the fairy reached the city, and everywhere along
the street were people laughing and dancing and feasting, and all the
houses were hung with white and black flags. The black flags were for
the King of the Black-Country, and the white flags were for the Princess
Aureline. Everywhere they came the people made way for them and
whispered, "Look! look! That is the great magician who had come to show
his magic before the Princess Aureline."

At last they reached an open square, and there was the greatest crowd of
all. On a raised platform covered with silver cloth, and with steps
leading up to it, were two thrones; upon one of the thrones sat a tall,
fierce-looking man dressed in black velvet, and with a crown upon his
head cut entirely from one great black diamond; upon the other throne
sat a beautiful young princess. She was as pale as a lily and as
beautiful as the day, and was dressed in shimmering white. Her hands
were clasped in her lap and her face was very sad.

On the steps that led to this platform stood two heralds in black and
white with trumpets in their hands, and all about were ranged soldiers
two and two. They made Teddy think of the toy soldiers he had been
playing with, only they were as big as men, and instead of being gay
with red paint they were in black.

As soon as Teddy and the Counterpane Fairy appeared in this square, the
two heralds blew a loud blast and come down to meet them. "Make way!
make way for the magician!" they cried, and they escorted him and the
fairy through the crowd to the foot of the steps.

The King of the Black-Country stared at him, and his eyes were so black
and piercing that Teddy felt afraid.

"Are you the great magician?" he asked.

"Yes, I am," answered Teddy, bowing.

"Then let us see some of this magic that we have been hearing about,"
said the King; "and harkye, Magician, if you can make the Princess smile
you shall have whatsoever you wish, even to the half of my treasure."

Teddy bowed again, and then he set the chest on the ground, and drawing
from his girdle an iron key he unlocked it and put back the lid. There
was the paper circus, just as he and Harriett had cut it out: the
acrobat and the lovely lady, the horses, the clown, the ring-master,--
not one of them was left out.

With his magic wand, Teddy drew upon the ground a circle, and then,
while everybody round craned and stretched their necks to see what he
was about, he took out the figures and set them, one by one, in the
ring. Then he waved his wand over them and cried "Abraca-dabraca-dee!"

All the people stood on tiptoes, and the King himself leaned forward to
see,--but nothing happened.

"Abraca-dabraca-dee!" cried Teddy again.

Still nothing happened; he looked around at the crowd of people, at the
grim-looking soldiers, and the King, and his heart sank.

"Abraca-dabraca-dee!" he cried for the third time, striking the ground
with his wand.

Then a wonderful thing happened. The circle he had drawn upon the
ground began to spread, just as a circle does in the water after one has
thrown a stone into it. Now it was a great circus ring, and the paper
circus itself had changed to a real circus. The clown walked about,
joking, with his hands in his pockets; the ring-master cracked him whip;
the paper horses were two magnificent steeds, one as black as night, and
one as white as milk, that cantered round and round, while the music
sounded, and all the people far away on the outside of the ring clapped
and applauded.

"Wonderful! wonderful!" cried the King of the Black-Country.

But now there was something more that was wonderful. As the black horse
cantered round, Teddy ran to him and leaped upon his back, light as a
feather, and there he rode, his black robe with the white figures flying
and fluttering around him.

Then, still riding around, he unfastened his gown and threw it from him,
and there he was dressed in white and silver, and his magic wand was
changed to a little silver whip.

After that he leaped up into the air, and turned a somersault, lighting
again upon his horse, while the music played louder and louder.

Teddy rode round and round, now riding backward, now forward, now on one
foot, now on his hands with his feet in the air. Then he leaped upright,
and putting his fingers to his mouth he gave a shrill whistle. At that
the white steed suddenly dashed into the ring and galloped up beside the
black one, and now Teddy rode with a foot on each. Faster and faster he
rode, crying "Houp-la!" and even the King clapped his hands. Once and
twice he rode round the ring and past the platform, but as they came
round for the third time, Teddy waved his whip in the air. "Houp-la!" he
cried. "Up! up!"

With that his steeds suddenly leaped from the ring and up the steps of
the platform to the very top. There Teddy sprang from them and caught
the Princess Aureline by the hand. "I have come to rescue you!" he
cried, and before the King could move or speak he had set her upon the
white horse, he had sprung upon the black, and with a clatter of hoofs
they were dashing down the steps and across the square.

Then the King of the Black-Country started to his feet. "Stop them!
stop them!" he cried.

The soldiers had been standing as though turned to stone, but at the
King's voice they started forward, reaching out to catch the bridles of
the horses, but again Teddy raised his magic whip.

As you were once you shall be!"

he cried.

At the magic words every soldier's arm fell by his side, their eyes
changed to little black dots, their faces grew rounder, their legs
stiffened, and there they stood, nothing more nor less than wooden
soldiers just like the one--were they his own soldiers? And the
Princess! Was she only the doll that Harriett had forgotten the night
before and that Teddy had set up against his knees to watch the show?
Were the streets only black and white silk?

There he was, back in his own room with the little wooden soldiers and
the paper circus. There was the square of silk with the book under it,
and the Counterpane Fairy sitting on his knees.

"Oh! but, Counterpane Fairy," cried Teddy, "what became of us? Did we
get away? Oh, I didn't want to come out of the story just yet!"

"Why, of course you escaped," said the fairy. "How could the King stop
you after you had changed his soldiers into wood?"

"And what became of you?" asked Teddy.

"Oh, I took the clown's cap," said the fairy, "for it was the
wishing-cap, and fast as you and the Princess rode back to the country
of King Whitebeard I was there before you."

Teddy thought for a while and then he heaved a deep sigh. "I wish I
really had a circus horse," he said, "and could ride round and have all
the people watching and shouting. But what did the Princess say when she
found I had rescued her?"

"Hark!" said the fairy, "isn't that your mother coming along the hall?
I must be going. Oh, my poor bones! What a hill it is to go down! Oh
dear, dear, dear!"



"THE crocuses are up on the lawn," said Teddy's mother, who was standing
at the window and looking out. "And just hear that blackbird! I always
feel as though spring were really here when I hear the blackbirds sing."

Teddy was still in bed. It seemed to him sometimes that he had spent
his whole life lying there in the India-room, under the silk
counterpane, and that it was some other Teddy who used to go to school
and shout and play with the boys in the street.

"I wish I could go out-of-doors the way I used to," he said.

"So do I," said mamma. "But never mind, darling. The doctor says it
won't be so very long now before you can be out again, and this
afternoon we'll play some nice game or other that you can play in bed.
Now what would you like it to be?" But before Teddy could answer she
added, "Oh dear! There comes Aunt Mariah."

Aunt Mariah lived down at the other end of the village, and she
generally came every fortnight to spend an afternoon with Teddy's
mother. She always brought her knitting in a bag, and a white net cap
that she put on before the glass as soon as she had taken her bonnet

Teddy liked to have her come, her needles flew so fast, and she used to
recite to him,--

"A was an archer, and shot at a frog;
B was a butcher, and had a great dog."

Then when he was tired of sitting with her and mamma, he could run
out-of-doors and play.

But he found it was different to-day from what it had been before. He
was still weak from his illness, and after she had told him all the
verses that she knew, he grew weary of hearing her talk of Cousin
George's wife, and Mrs. Appleby's rheumatism.

His mother saw that he was growing restless and that his cheeks were
flushed, so she asked Aunt Mariah to come over to her room to look at
some calico she had been buying.

When they had gone Teddy lay for a time enjoying the silence of the
room, but after a while it began to seem too still and the clock ticked
with a strange loud sound. He wished Aunt Mariah would go away and let
mamma come back again. It was so lonely, and he was tired of his books.

He was lying on his back, and presently he drew up his knees, and then
over the tops of them he could only see the upper half of the window,
and the tips of the pine-trees against the still blue sky outside.

"Oh dear, dear, dear!" said the Counterpane Fairy's voice just behind
the hill. "Steeper than ever to-day. Will I ever get to the top?" A
minute after he saw her little figure standing on the hill, dark against
the sky, and the staff in her hand like a thin black line.

"Oh, dear Counterpane Fairy!" cried Teddy, "have you come to show me
another story?"

"Are you sure you want to see one?" asked the Counterpane Fairy.

"Oh, yes, yes, I do!" cried Teddy. "Your stories don't make me feel
tired the way Aunt Mariah's do."

The fairy shook her head. "I thought her stories were very pleasant,"
she said.

"So they are," said Teddy, "but I like her stories best when I'm all
well, and I like your stories best when I'm sick. Besides I only hear
her stories and I see yours."

The fairy smiled. "Well, then, which square will you choose this time?"
she said.

"I think I would like that one," said Teddy, pointing to a square of
watered ribbon that shaded from white to a sea-green.

"That's rather a long story," said the fairy, doubtfully.

"Oh, please show it!" begged Teddy.

"Well," said the Fairy, "fix your eyes on it while I count."

Then she began and he heard her voice going on and on. "FORTY-NINE!"
she cried.

* * * * * * * *

Teddy was floating on a block of ice across the wide, green Polar sea.
The Counterpane Fairy was with him, and all around were great fields of
ice and floating white bergs. The air was very still and cold, but Teddy
liked it all the better for that, for now he was an ice-fairy. He was
dressed from head to foot in a suit that shone and sparkled like woven
frost, and in his belt was a knife as shining as an icicle. Something
kept bobbing and tickling his forehead, and when he caught hold of it he
found it was the end of the long cap he wore.

As they drifted along, sometimes they saw a walrus with long tusks lying
on the ice, or a soft-eyed seal. Once some strange little beings that
looked like dwarfs, with goggle eyes and straggling black hair, caught
hold of the block of ice, and lifting themselves out of the water made
faces at Teddy, but the moment they saw the Counterpane Fairy their
looked changed to one of fear, and with a queer gurgling cry they
dropped from the ice and were gone.

"What were those things?" asked Teddy.

"They were ice-mermen," said the Counterpane Fairy. "Naughty,
mischievous things they are. I'd like to pack them all off to the North
Pole if I could."

"Oh, look! look!" cried Teddy. "Just look at those little bears playing
over there."

They had drifted in quite near to the shore, and in among the blocks of
ice three white bear cubs were playing together like fat little boys.
They were climbing to the top of an ice-hillock and then sliding down

As soon as they saw Teddy and the Counterpane Fairy they began to call:
"Oh, Father Bear! Father Bear! Just come look at these funny things
floating in to shore on a block of ice."

In a moment from behind the ice-hill came a great white father bear
galloping up as fast as he could to see what the matter was. He came
over toward Teddy growling, "Gur-r-r! gur-r-r-r! Who are you, coming and
frightening my little bears this way?" But as soon as he saw the
Counterpane Fairy he grew quite humble. "Oh, excuse me," he said. "I
didn't know it was a friend of yours."

"Yes, it is," said the fairy, "and I have brought him here to stay
awhile. Will you take good care of him?"

"Yes, I will," said Father Bear. "He shall sleep in the cave with us
and have part of our meat if he will, and I will be as careful of him as
though he were one of my own cubs."

"Very well," said the fairy; "mind you do." Then turning to Teddy she
bade him step on shore.

"But aren't you coming too?" asked Teddy.

"No," said the Counterpane Fairy, "I can't come, but Father Bear will
take good care of you." So Teddy stepped onto the shore, and the fairy
pushed the block of ice out into the water, and waving her hand to him
she drifted away across the open sea.

The Father Bear stood watching her until she was out of sight, and then
he turned to Teddy. "Now, you Fairy," he said, "you may climb up onto my
back, and I'll carry you to my wife; she'll take good care of you for as
long as the Counterpane Fairy chooses to leave you here."

The three little bears cubs had disappeared, but as soon as the Father
Bear carried Teddy around the hill of ice he saw what had become of
them. They were sitting with the Mother Bear at the door of a cave. One
of them was sucking its paws, and the other two were talking as fast as
they could. The Mother Bear looked worried and anxious.

"What's all this Dumpy and Sprawley are telling me?" she said. "And
what's that you have on your back?"

"It's an ice-fairy," growled old Father Bear, "and the Counterpane Fairy
wants us to take care of it for a while. You don't mind, my dear, do

"Oh dear, dear!" said the Mother Bear, "I suppose not, but what shall we
give it to eat, and how shall we keep it?"

"Oh, it will do just the other cubs do, I suppose," said the Father
Bear. Then turning to Teddy he said, "You eat meat, don't you?"

"Yes, sir," answered Teddy, timidly.

"Then that's all right," said the Father Bear. "Here, you children,
take this fairy off and let him play with you."

Two of the little bears, Fatty (who was the one who had been sucking his
paws) and Dumpy, were delighted to have a new playmate, and they told
him he might come over and slide down their hill, but the third one,
Sprawley, scowled and grumbled. "Another one to be eating up our meat,"
he said. "Just as if there weren't enough of us without."

Still he went over with them to the icehill and they all began sliding

After a while Sprawley said: "I know a great deal nicer hill than this
one. It's just a little farther on; come on and I'll show it to you."

"Oh," said Fatty, "but suppose we should see some ice-mermen?"

"Pooh!" said Sprawley, "I ain't afraid. It's a great deal nicer than
this. Come on."

So the three little bears and Teddy trotted on to another hill, and it
really was much longer and steeper than the other; it went down almost
to the edge of the sea.

They had slidden down it only a few times when Dumpy cried out: "Oh!
look! look! There are some ice-mermen and they are making faces at me."

There they were, sure enough, looking over the edge of the ice,--ugly
little gray things with mouths like fishes, and they were making faces,
and presently they began to sing,--

"Bear cubs! Bear cubs! Look at their toes;
Look at their ears and their hair and their nose.
The great big walrus will surely come
To eat up the bear cubs and give us some."

Dumpy growled at them, though he was frightened, but Fatty began to cry.

Just then one of the mermen sent a piece of ice sliding across at them,
and it hit Fatty's paws and upset her. She was so fat that she rolled
over and over before she could get up. Dumpy ran to her, and as soon as
she was on her feet again they began galloping toward home as fast as
they could, followed by Sprawley and Teddy.

As they ran along Teddy saw that Sprawley was shaking all over, and he
thought it was because he was afraid, until he caught up to him; then he
saw that he was laughing. "What are you laughing at?" he asked, but
Sprawley only showed his teeth and growled in answer.

When they reached the cave and told the Mother Bear about the mermen she
scolded them well for going so near the edge of the water, and said it
was time for them to go to bed. Father Bear was going on a hunt the next
day, and he was going to let the cubs go part of the way with him, so
they must have a good rest.

The Mother Bear gave them each their share of seal meat, and then she
went into the cave.

"Oh, Fatty," said Sprawley, "just look behind you and see if you don't
see a merman."

Fatty turned her head, but there was nothing there. When she looked
back again she burst into a loud whine. "Ou-u-u! ou-u-u-u!" she cried,
"Sprawley stole my nicest piece of meat, so he did. Ou-u-u!"

Out shuffled Mother Bear in a hurry. "You naughty cub," she cried,
aiming a blow at Sprawley's ear. But quick as a wink Sprawley slipped
behind Dumpy, and it was upon Dumpy that the blow fell.

And now Dumpy joined in with his sister. "Ou-u-u!" he cried.

"There, there!" cried the poor Mother Bear, "don't you cry any more and
I'll give you each an extra piece of meat."

So they stopped crying and ate their suppers contentedly, and after that
they all went to bed, and the little cubs had hardly lain down before
they were fast asleep.

Teddy did not go to sleep, however. He lay looking at the ice-roof of
the cave and thinking how strange it was to be there. Presently he heard
the Mother Bear say very softly, "Husband, husband, are you awake?"

"Yes, I am," said the Father Bear. "What do you want?"

The Mother Bear sighed. "I don't know how it is, husband," she said,
"but I never had a cub like Sprawley before. He is so naughty and
mischievous that he keeps his little brother and sister whining all the

"You ought to box him," said the Father Bear.

"That's all very well," said the Mother Bear, "but when I try to box him
he slips behind the others and pushes them forward, and he is so quick
that twice I have boxed Dumpy instead of him by mistake."

The Father Bear grunted and they were silent for a while, but presently
the Mother Bear began again, more softly than ever. "Do you know,
husband, sometimes I wonder whether Sprawley can really be my cub. If I
could only count them I might find out. If there were only one and one I
could count them, but there are more than one and one."

"Well," said Father Bear, "I should think that would be easy. Let's
see. There's Dumpy, and he's one, and Fatty, and she's one, and
Sprawley, and he's one. And now how many does that make?"

"Oh dear!" said the Mother Bear, "Don't ask me. My head's all of a
whirl already."

"Then you'd better go to sleep, my dear," said her husband. "The next
thing you know you'll be having a headache to-morrow. You think too

"Yes," said the Mother Bear, sighing, "That's so; I suppose I do think
too much, but then I can't help it. I always was thinking ever since I
was a cub. It's the way I'm made. Good-night."

"Good-night," said the Father Bear, and then they, too, went to sleep.

Teddy seemed to be the only one left awake. Dumpy kept crowding up
against him and snoring with his nose close to Teddy's ear. Teddy pushed
him once or twice, but it didn't seem to make any difference. Once he
poked him so hard that the little bear gave a snort and stopped snoring
for a while, but soon he began again.

But after all Teddy found he was not the only one in the cave who was
not asleep. Sprawley, who was lying on the other side of Fatty, had
began to stir and sit up; he looked about at the sleeping bears, and
then very quietly began to edge himself toward the mouth of the cave.

Once the Mother Bear gave a low growl in her sleep and Sprawley stopped
still to listen, but she didn't waken.

Teddy wondered what Sprawley was going to do, and so, as soon as the cub
had disappeared through the mouth of the cave, he too crawled over to
the opening.

When he looked out he saw Sprawley shuffling over the fields of ice in
the distance, and already quite far away, so, led by his curiosity,
Teddy, too, crept out of the cave and set off running after the bear

He ran on and on until he was quite close to Sprawley, and then he saw
the cub pause at the edge of a strip of open water, and turn to look
behind him to make sure that he was not followed. He did not see Teddy,
for the fairy had hidden quickly behind a block of ice.

Sprawley turned toward the water again and gave a long, quavering cry
that sounded like a call. He listened, but everything was silent except
for the rumbling and cracking of the ice in the distance. Again he
called, and this time there was an answering cry, and another, and
another. Sprawley stood up and waved his paws, and then Teddy saw that
the open water was dotted with heads of ice-mermen; there must have been
ten or twelve of them at least.

They swam over to where Sprawley stood, and climbing out on the ice they
seemed to be welcoming him, hopping and sliding about, and pulling at
his hair and claws. Now that Teddy saw them quite close they were uglier
than ever, with goggle eyes, and rough, fishy-looking skins.

They all sat on the edge of the ice, and now and then one of them would
dive off, to reappear again, all wet and glistening, and then it would
climb up and sit on the ice again in a row with the others. They all
talked together, and their voices were so queer and husky that Teddy
could not understand what they were saying at first. At last he made out
that they were asking Sprawley about him,--where he had come from, and

"Well, I'll tell you how he came," said Sprawley, and all the mermen
stopped to listen. Sprawley, too, was silent for a moment, and then he
said in a low, impressive voice, "The Counterpane Fairy brought him."

There was a long, quavering cry from the mermen, and several of them
dived off into the water and did not reappear again for some minutes;
when they did, their faces were all wrinkled up with anxiety.

They climbed up onto the edge of the ice and sat there blinking at the
sky for a while in silence; then one of them said in a trembling voice,
"Well, we haven't been doing anything but just frightening the bear cubs
a little."

"How about knocking Fatty down with a piece of ice?" asked Sprawley,

"Scritchy did that," cried all the mermen but one. "We didn't do it.
Scritchy did that."

The merman who hadn't spoken, and who was Scritchy, still did not say a
word. He looked at the others with his goggle eyes and then he tumbled
off into the water and swam away as fast as he could and did not come
back any more.

All the other mermen looked after him in silence until he had
disappeared; then one of them said in an awe-struck voice, "It's bad for
you, Sprawley, ain't it? Just think what you've been doing."

"Pooh," said Sprawley, pretending he was not frightened, "what do I
care? I can fix it all right."

"How?" asked all the mermen together.

"Well, listen, and I'll tell you," said Sprawley. "To-morrow Father and
Mother Bear are going hunting, and all of us little cubs are to go with
them. I suppose this strange fairy cub will go with us, and when we stop
to rest I'll get him away from the others and near the edge of the
water. You must come under the ice and break off the piece he is
standing on, and float him far, far away toward the South until he

"Yes, yes! we'll do it," cried all the mermen jumping about and
shouting. Then they turned to Sprawley. "Come," they cried, "let's have
a game in the water before you go back."

"That I will," said Sprawley, and with that what should he do but strip
off his bear-skin just as though it were a coat, and there he was,
nothing more nor less than a merman who had been dressed up in an old
skin, pretending to be a bear cub.

Sprawley and all the other mermen dived off into the water and began
splashing and shrieking and pulling at each other and getting farther
and farther away.

"All the same, I don't think you'll float me off," said Teddy to

Very quietly he crept to where the bear-skin lay on the ice, and taking
out his knife he cut a long slit up the back of it. Then not waiting for
the mermen to come back he hurried home again over the ice to the bears'
cave, and crawling in he laid himself down again between the sleeping

The little bears were beginning to stir themselves and the Mother Bear
was yawning and stretching when Sprawley came sneaking into the cave

"Why! why!" said the Mother Bear, "where have you been?"

"I ain't been anywhere," said Sprawley. "I just thought I heard a
sea-lion roaring and I went out to see."

"Well, there's no use your going to sleep again," said the Father Bear,
"for we have to go a long ways to-day, and it's time we were getting
ready to start now."

With that he shuffled out of the cave, followed by the Mother Bear, and
stood looking about him. Presently the cubs came out, too, still
blinking with sleep.

"Oh, Mother!" cried Dumpy, "just look at Sprawley's back!"

"Why, what's the matter with it?" asked the Mother Bear.

"There ain't anything the matter with it," growled Sprawley, twisting
his head round and trying to see.

"Yes, there is too!" cried Fatty. "Oh my! Sprawley's splitting hisself
all down the back."

"Why! why!" cried the Father Bear, "what's this?" He shuffled over and
looked at Sprawley's back, and then without a word he began to tear and
pull at the bear-skin. In another minute he had it off, and there stood
the merman shivering and blinking at them with his mouth open like a
gasping fish.

"Oh dear! oh dear!" cried the Mother Bear, turning whiter than ever.
"He's not my cub after all," and she sat down and began to whine and
cry. But Father Bear gave a growl, and rising on his hind legs he
fetched the merman a cuff that sent him tumbling head over heels across
the ice.

Father Bear was after him, but before he could reach him the merman was
up and running for the open strip of water in the distance. Father Bear
chased him the whole way; sometimes he caught him and gave him a cuff
that sent him flying, but at last the merman reached the water and dived
into it. He must have had a sore head for days afterward, however.

When the Father Bear came back again, he was panting and growling.
"There," said he, "I guess that's the last time any of the mermen will
try to play their tricks on us. Come, come," he went on, "it's time we
were off for our hunting."

But the Mother Bear only shook her head. She had been doing nothing
since she saw that Sprawley was an ice-merman but sit and rock herself
backward and forward and whine. "I couldn't go, my dear; I couldn't
indeed," she said. "I'm all of a tremble now to think how that dreadful
merman has been playing with Fatty and Dumpy day after day and I never
knew it."

"Then I'll go by myself," said Father Bear, gruffly, "and leave the
children home with you. But you can go, Fairy," he said to Teddy. "I'll
carry you on my back if you like, and maybe you'll see me catch a young
walrus. I suppose it was you who split him down the back, as the
Counterpane Fairy brought you."

"Yes, sir, it was," said Teddy, timidly; "but I'm afraid I can't go with
you; I'm afraid I'm going back,"--for the bears, the fields of ice, the
far-off green water, were all wavering and growing misty before his
sight. Faintly he heard the voices of the bear cubs: "Owie! owie! don't
go away"; for they had grown fond of him the day before.

Then their voices died away. He was back in the old familiar room with
the Counterpane Fairy perched upon his knees, and a bunch of snowdrops
in the vase beside the bed. The door opened and his mother stood holding
the knob in her hand and speaking to Hannah outside, and in that moment
the Counterpane Fairy was gone.



THE next day, in spite of the doctor's promises, Teddy was not allowed
to sit up.

It was a raw, blustering day, and every feeling of spring seemed gone
from the air; the wind rattled at the windows, and Hannah built up the
fire until it roared.

Teddy did not feel much disappointed at not being allowed to sit up, for
Harriett came over with her paint-box, and they began coloring the
pictures in some old magazines that mamma gave them; the bed was
littered with the pages.

After a while mamma left them and went down into the kitchen to bake a

"I wish I had brought my best apron over," said Harriett, "for then I
could have stayed for dinner if you wanted me to."

"Why can't you stay anyhow?" asked Teddy.

"Oh, I can't," said Harriett. "I must go to dancing-class right after
dinner, and I have to wear my apron with the embroidered ruffles."

"Harriett, why don't you go home and get it, and then perhaps you could
have diner up here with me; wouldn't you like that?"

"Yes, but maybe Aunt Alice doesn't want me to stay."

"Yes, she does," said Teddy. "I know she does, because she said she was
so glad to have you come and amuse me."

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