"now," said tom, "i am ready to be off, if it's to the world's end."

"ah!" said the fairy, "that is a brave, good boy. but you must go farther than the world's end, if you want to find mr. grimes; for he is at the other-end-of-nowhere. you must go to shiny wall, and through the white gate that never was opened; and then you will come to peacepool, and mother carey's haven, where the good whales go when they die. and there mother carey will tell you the way to the other-end-of-nowhere, and there you will find mr. grimes."

"oh, dear!" said tom. "but i do not know my way to shiny wall, or where it is at all."

"little boys must take the trouble to find out things for themselves, or they will never grow to be men; so that you must ask all the beasts in the sea and the birds in the air, and if you have been good to them, some of them will tell you the way to shiny wall."

"well," said tom, "it will be a long journey, so i had better start at once. good-bye, miss ellie; you know i am getting a big boy, and i must go out and see the world."

"i know you must," said ellie; "but you will not forget me, tom. i shall wait here till you come."

and she shook hands with him, and bade him good-bye. tom longed very much again to kiss her; but he thought it would not be respectful, considering she was a lady born; so he promised not to forget her: but his little whirl-about of a head was so full of the notion of going out to see the world, that it forgot her in five minutes: however, though his head forgot her, i am glad to say his heart did not.

so he asked all the beasts in the sea, and all the birds in the air, but none of them knew the way to shiny wall. for why? he was still too far down south.

then he met a ship, far larger than he had ever seen—a gallant ocean-steamer, with a long cloud of smoke trailing behind; and he wondered how she went on without sails, and swam up to her to see. a school of dolphins were running races round and round her, going three feet for her one, and tom asked them the way to shiny wall: but they did not know. then he tried to find out how she moved, and at last he saw her screw, and was so delighted with it that he played under her quarter all day, till he nearly had his nose knocked off by the fans, and thought it time to move. then he watched the sailors upon deck, and the ladies, with their bonnets and parasols: but none of them could see him, because their eyes were not opened—as, indeed, most people's eyes are not.

at last there came out into the quarter-gallery a very pretty lady, in deep black widow's weeds, and in her arms a baby. she leaned over the quarter-gallery, and looked back and back toward england far away; and as she looked she sang:

i.

"soft soft wind, from out the sweet south sliding,

waft thy silver cloud-webs athwart the summer sea;

thin thin threads of mist on dewy fingers twining

weave a veil of dappled gauze to shade my babe and me.

ii.

"deep deep love, within thine own abyss abiding,

pour thyself abroad, o lord, on earth and air and sea;

worn weary hearts within thy holy temple hiding,

shield from sorrow, sin, and shame my helpless babe and me."

her voice was so soft and low, and the music of the air so sweet, that tom could have listened to it all day. but as she held the baby over the gallery rail, to show it the dolphins leaping and the water gurgling in the ship's wake, lo! and behold, the baby saw tom.

he was quite sure of that; for when their eyes met, the baby smiled and held out his hands; and tom smiled and held out his hands too; and the baby kicked and leaped, as if it wanted to jump overboard to him.

"what do you see, my darling?" said the lady; and her eyes followed the baby's till she too caught sight of tom, swimming about among the foam-beads below.

she gave a little shriek and start; and then she said, quite quietly, "babies in the sea? well, perhaps it is the happiest place for them;" and waved her hand to tom, and cried, "wait a little, darling, only a little: and perhaps we shall go with you and be at rest."

and at that an old nurse, all in black, came out and talked to her, and drew her in. and tom turned away northward, sad and wondering; and watched the great steamer slide away into the dusk, and the lights on board peep out one by one, and die out again, and the long bar of smoke fade away into the evening mist, till all was out of sight.

and he swam northward again, day after day, till at last he met the king of the herrings, with a curry-comb growing out of his nose, and a sprat in his mouth for a cigar, and asked him the way to shiny wall; so he bolted his sprat head foremost, and said:

"if i were you, young gentleman, i should go to the allalonestone, and ask the last of the gairfowl. she is of a very ancient clan, very nearly as ancient as my own; and knows a good deal which these modern upstarts don't, as ladies of old houses are likely to do."

tom asked his way to her, and the king of the herrings told him very kindly, for he was a courteous old gentleman of the old school, though he was horribly ugly, and strangely bedizened too, like the old dandies who lounge in the club-house windows.

but just as tom had thanked him and set off, he called after him: "hi! i say, can you fly?"

"i never tried," says tom. "why?"

"because, if you can, i should advise you to say nothing to the old lady about it. there; take a hint. good-bye."

and away tom went for seven days and seven nights due north-west, till he came to a great codbank, the like of which he never saw before. the great cod lay below in tens of thousands, and gobbled shell-fish all day long; and the blue sharks roved above in hundreds, and gobbled them when they came up. so they ate, and ate, and ate each other, as they had done since the making of the world; for no man had come here yet to catch them, and find out how rich old mother carey is.

and there he saw the last of the gairfowl, standing up on the allalonestone, all alone. and a very grand old lady she was, full three feet high, and bolt upright, like some old highland chieftainess. she had on a black velvet gown, and a white pinner and apron, and a very high bridge to her nose (which is a sure mark of high breeding), and a large pair of white spectacles on it, which made her look rather odd: but it was the ancient fashion of her house.

and instead of wings, she had two little feathery arms, with which she fanned herself, and complained of the dreadful heat; and she kept on crooning an old song to herself, which she learnt when she was a little baby-bird, long ago—

"two little birds they sat on a stone,

one swam away, and then there was one,

with a fal-lal-la-lady.

"the other swam after, and then there was none,

and so the poor stone was left all alone;

with a fal-lal-la-lady."

it was "flew" away, properly, and not "swam" away: but, as she could not fly, she had a right to alter it. however, it was a very fit song for her to sing, because she was a lady herself.

tom came up to her very humbly, and made his bow; and the first thing she said was—

"have you wings? can you fly?"

"oh, dear, no, ma'am; i should not think of such a thing," said cunning little tom.

"then i shall have great pleasure in talking to you, my dear. it is quite refreshing nowadays to see anything without wings. they must all have wings, forsooth, now, every new upstart sort of bird, and fly. what can they want with flying, and raising themselves above their proper station in life? in the days of my ancestors no birds ever thought of having wings, and did very well without; and now they all laugh at me because i keep to the good old fashion. why, the very marrocks and dovekies have got wings, the vulgar creatures, and poor little ones enough they are; and my own cousins too, the razor-bills, who are gentlefolk born, and ought to know better than to ape their inferiors."

and so she was running on, while tom tried to get in a word edgeways; and at last he did, when the old lady got out of breath, and began fanning herself again; and then he asked if she knew the way to shiny wall.

"shiny wall? who should know better than i? we all came from shiny wall, thousands of years ago, when it was decently cold, and the climate was fit for gentlefolk; but now, what with the heat, and what with these vulgar-winged things who fly up and down and eat everything, so that gentlepeople's hunting is all spoilt, and one really cannot get one's living, or hardly venture off the rock for fear of being flown against by some creature that would not have dared to come within a mile of one a thousand years ago—what was i saying? why, we have quite gone down in the world, my dear, and have nothing left but our honour. and i am the last of my family. a friend of mine and i came and settled on this rock when we were young, to be out of the way of low people. once we were a great nation, and spread over all the northern isles. but men shot us so, and knocked us on the head, and took our eggs—why, if you will believe it, they say that on the coast of labrador the sailors used to lay a plank from the rock on board the thing called their ship, and drive us along the plank by hundreds, till we tumbled down into the ship's waist in heaps; and then, i suppose, they ate us, the nasty fellows! well—but—what was i saying? at last, there were none of us left, except on the old gairfowlskerry, just off the iceland coast, up which no man could climb. even there we had no peace; for one day, when i was quite a young girl, the land rocked, and the sea boiled, and the sky grew dark, and all the air was filled with smoke and dust, and down tumbled the old gairfowlskerry into the sea. the dovekies and marrocks, of course, all flew away; but we were too proud to do that. some of us were dashed to pieces, and some drowned; and those who were left got away to eldey, and the dovekies tell me they are all dead now, and that another gairfowlskerry has risen out of the sea close to the old one, but that it is such a poor flat place that it is not safe to live on: and so here i am left alone."

this was the gairfowl's story, and, strange as it may seem, it is every word of it true.

"if you only had had wings!" said tom; "then you might all have flown away too."

"yes, young gentleman: and if people are not gentlemen and ladies, and forget that noblesse oblige, they will find it as easy to get on in the world as other people who don't care what they do. why, if i had not recollected that noblesse oblige, i should not have been all alone now." and the poor old lady sighed.

"how was that, ma'am?"

"why, my dear, a gentleman came hither with me, and after we had been here some time, he wanted to marry—in fact, he actually proposed to me. well, i can't blame him; i was young, and very handsome then, i don't deny: but, you see, i could not hear of such a thing, because he was my deceased sister's husband, you see?"

"of course not, ma'am," said tom; though, of course, he knew nothing about it. "she was very much diseased, i suppose?"

"you do not understand me, my dear. i mean, that being a lady, and with right and honourable feelings, as our house always has had, i felt it my duty to snub him, and howk him, and peck him continually, to keep him at his proper distance; and, to tell the truth, i once pecked him a little too hard, poor fellow, and he tumbled backwards off the rock, and—really, it was very unfortunate, but it was not my fault—a shark coming by saw him flapping, and snapped him up. and since then i have lived all alone——

'with a fal-lal-la-lady.'

and soon i shall be gone, my little dear, and nobody will miss me; and then the poor stone will be left all alone."

"but, please, which is the way to shiny wall?" said tom.

"oh, you must go, my little dear—you must go. let me see—i am sure—that is—really, my poor old brains are getting quite puzzled. do you know, my little dear, i am afraid, if you want to know, you must ask some of these vulgar birds about, for i have quite forgotten."

and the poor old gairfowl began to cry tears of pure oil; and tom was quite sorry for her; and for himself too, for he was at his wit's end whom to ask.

but by there came a flock of petrels, who are mother carey's own chickens; and tom thought them much prettier than lady gairfowl, and so perhaps they were; for mother carey had had a great deal of fresh experience between the time that she invented the gairfowl and the time that she invented them. they flitted along like a flock of black swallows, and hopped and skipped from wave to wave, lifting up their little feet behind them so daintily, and whistling to each other so tenderly, that tom fell in love with them at once, and called them to know the way to shiny wall.

"shiny wall? do you want shiny wall? then come with us, and we will show you. we are mother carey's own chickens, and she sends us out over all the seas, to show the good birds the way home."

tom was delighted, and swam off to them, after he had made his bow to the gairfowl. but she would not return his bow: but held herself bolt upright, and wept tears of oil as she sang:

"and so the poor stone was left all alone;

with a fal-lal-la-lady."

but she was wrong there; for the stone was not left all alone: and the next time that tom goes by it, he will see a sight worth seeing.

the old gairfowl is gone already: but there are better things come in her place; and when tom comes he will see the fishing-smacks anchored there in hundreds, from scotland, and from ireland, and from the orkneys, and the shetlands, and from all the northern ports, full of the children of the old norse vikings, the masters of the sea. and the men will be hauling in the great cod by thousands, till their hands are sore from the lines; and they will be making cod-liver oil and guano, and salting down the fish; and there will be a man-of-war steamer there to protect them, and a lighthouse to show them the way; and you and i, perhaps, shall go some day to the allalonestone to the great summer sea-fair, and dredge strange creatures such as man never saw before; and we shall hear the sailors boast that it is not the worst jewel in queen victoria's crown, for there are eighty miles of codbank, and food for all the poor folk in the land. that is what tom will see, and perhaps you and i shall see it too. and then we shall not be sorry, because we cannot get a gairfowl to stuff, much less find gairfowl enough to drive them into stone pens and slaughter them, as the old norsemen did, or drive them on board along a plank till the ship was victualled with them, as the old english and french rovers used to do, of whom dear old hakluyt tells: but we shall remember what mr. tennyson says how

"the old order changeth, giving place to the new,

and god fulfils himself in many ways."

and now tom was all agog to start for shiny wall; but the petrels said not. they must go first to allfowlsness, and wait there for the great gathering of all the sea-birds, before they start for their summer breeding places far away in the northern isles; and there they would be sure to find some birds which were going to shiny wall: but where allfowlsness was, he must promise never to tell, lest men should go there and shoot the birds, and stuff them, and put them into stupid museums, instead of leaving them to play and breed and work in mother carey's water-garden, where they ought to be.

so where allfowlsness is nobody must know; and all that is to be said about it is, that tom waited there many days; and as he waited, he saw a very curious sight. on the rabbit burrows on the shore there gathered hundreds and hundreds of hoodie-crows, such as you see in cambridgeshire. and they made such a noise, that tom came on shore and went up to see what was the matter.

and there he found them holding their great caucus, which they hold every year in the north; and all their stump-orators were speechifying; and for a tribune, the speaker stood on an old sheep's skull.

and they cawed and cawed, and boasted of all the clever things they had done; how many lambs' eyes they had picked out, and how many dead bullocks they had eaten, and how many young grouse they had swallowed whole, and how many grouse eggs they had flown away with, stuck on the point of their bills, which is the hoodie-crow's particularly clever feat, of which he is as proud as a gipsy is of doing the hokanybaro; and what that is, i won't tell you.

and at last they brought out the prettiest, neatest young lady-crow that ever was seen, and set her in the middle, and all began abusing and vilifying, and rating, and bullyragging at her, because she had stolen no grouse-eggs, and had actually dared to say that she would not steal any. so she was to be tried publicly by their laws (for the hoodies always try some offenders in their great yearly parliament). and there she stood in the middle, in her black gown and gray hood, looking as meek and as neat as a quakeress, and they all bawled at her at once—

and it was in vain that she pleaded—

that she did not like grouse eggs;

that she could get her living very well without them;

that she was afraid to eat them, for fear of the gamekeepers;

that she had not the heart to eat them, because the grouse were such pretty, kind, jolly birds;

and a dozen reasons more.

for all the other scaul-crows set upon her, and pecked her to death there and then, before tom could come to help her; and then flew away, very proud of what they had done.

now, was not this a scandalous transaction?

but they are true republicans, these hoodies, who do every one just what he likes, and make other people do so too; so that, for any freedom of speech, thought, or action, which is allowed among them, they might as well be american citizens of the new school.

but the fairies took the good crow, and gave her nine new sets of feathers running, and turned her at last into the most beautiful bird of paradise with a green velvet suit and a long tail, and sent her to eat fruit in the spice islands, where cloves and nutmegs grow.

and mrs. bedonebyasyoudid settled her account with the wicked hoodies. for, as they flew away, what should they find but a nasty dead dog?—on which they all set to work, pecking and gobbling and cawing and quarrelling to their hearts' content. but the moment afterwards, they all threw up their bills into the air, and gave one screech; and then turned head over heels backward, and fell down dead, one hundred and twenty-three of them at once. for why? the fairy had told the gamekeeper in a dream, to fill the dead dog full of strychnine; and so he did.

and after a while the birds began to gather at allfowlsness, in thousands and tens of thousands, blackening all the air; swans and brant geese, harlequins and eiders, harolds and garganeys, smews and gossanders, divers and loons, grebes and dovekies, auks and razor-bills, gannets and petrels, skuas and terns, with gulls beyond all naming or numbering; and they paddled and washed and splashed and combed and brushed themselves on the sand, till the shore was white with feathers; and they quacked and clucked and gabbled and chattered and screamed and whooped as they talked over matters with their friends, and settled where they were to go and breed that summer, till you might have heard them ten miles off; and lucky it was for them that there was no one to hear them but the old keeper, who lived all alone upon the ness, in a turf hut thatched with heather and fringed round with great stones slung across the roof by bent-ropes, lest the winter gales should blow the hut right away. but he never minded the birds nor hurt them, because they were not in season; indeed, he minded but two things in the whole world and those were his bible and his grouse; for he was as good an old scotchman as ever knit stockings on a winter's night: only, when all the birds were going, he toddled out, and took off his cap to them, and wished them a merry journey and a safe return; and then gathered up all the feathers which they had left, and cleaned them to sell down south, and make feather-beds for stuffy people to lie on.

then the petrels asked this bird and that whether they would take tom to shiny wall: but one set was going to sutherland, and one to the shetlands, and one to norway, and one to spitzbergen, and one to iceland, and one to greenland: but none would go to shiny wall. so the good-natured petrels said that they would show him part of the way themselves, but they were only going as far as jan mayen's land; and after that he must shift for himself.

and then all the birds rose up, and streamed away in long black lines, north, and north-east, and north-west, across the bright blue summer sky; and their cry was like ten thousand packs of hounds, and ten thousand peals of bells. only the puffins stayed behind, and killed the young rabbits and laid their eggs in the rabbit-burrows; which was rough practice, certainly; but a man must see to his own family.

and, as tom and the petrels went north-eastward, it began to blow right hard; for the old gentleman in the gray great-coat, who looks after the big copper boiler, in the gulf of mexico, had got behindhand with his work; so mother carey had sent an electric message to him for more steam; and now the steam was coming, as much in an hour as ought to have come in a week, puffing and roaring and swishing and swirling, till you could not see where the sky ended and the sea began. but tom and the petrels never cared, for the gale was right abaft, and away they went over the crests of the billows, as merry as so many flying-fish.

and at last they saw an ugly sight—the black side of a great ship, water-logged in the trough of the sea. her funnel and her masts were overboard, and swayed and surged under her lee; her decks were swept as clean as a barn floor, and there was no living soul on board.

the petrels flew up to her, and wailed round her; for they were very sorry indeed, and also they expected to find some salt pork; and tom scrambled on board of her and looked round, frightened and sad.

and there, in a little cot, lashed tight under the bulwark, lay a baby fast asleep; the very same baby, tom saw at once, which he had seen in the singing lady's arms.

he went up to it, and wanted to wake it; but behold, from under the cot out jumped a little black and tan terrier dog, and began barking and snapping at tom, and would not let him touch the cot.

tom knew the dog's teeth could not hurt him: but at least it could shove him away, and did; and he and the dog fought and struggled, for he wanted to help the baby, and did not want to throw the poor dog overboard: but as they were struggling, there came a tall green sea, and walked in over the weather side of the ship, and swept them all into the waves.

"oh, the baby, the baby!" screamed tom: but the next moment he did not scream at all; for he saw the cot settling down through the green water, with the baby, smiling in it, fast asleep; and he saw the fairies come up from below, and carry baby and cradle gently down in their soft arms; and then he knew it was all right, and that there would be a new water-baby in st. brandan's isle.

and the poor little dog?

why, after he had kicked and coughed a little, he sneezed so hard, that he sneezed himself clean out of his skin, and turned into a water-dog, and jumped and danced round tom, and ran over the crests of the waves, and snapped at the jelly-fish and the mackerel, and followed tom the whole way to the other-end-of-nowhere.

then they went on again, till they began to see the peak of jan mayen's land, standing up like a white sugar-loaf, two miles above the clouds.

and there they fell in with a whole flock of molly-mocks, who were feeding on a dead whale.

"these are the fellows to show you the way," said mother carey's chickens; "we cannot help you farther north. we don't like to get among the ice pack, for fear it should nip our toes: but the mollys dare fly anywhere."

so the petrels called to the mollys: but they were so busy and greedy, gobbling and pecking and spluttering and fighting over the blubber, that they did not take the least notice.

"come, come," said the petrels, "you lazy greedy lubbers, this young gentleman is going to mother carey, and if you don't attend on him, you won't earn your discharge from her, you know."

"greedy we are," says a great fat old molly, "but lazy we ain't; and, as for lubbers, we're no more lubbers than you. let's have a look at the lad."

and he flapped right into tom's face, and stared at him in the most impudent way (for the mollys are audacious fellows, as all whalers know), and then asked him where he hailed from, and what land he sighted last.

and, when tom told him, he seemed pleased, and said he was a good plucked one to have got so far.

"come along, lads," he said to the rest, "and give this little chap a cast over the pack, for mother carey's sake. we've eaten blubber enough for today, and we'll e'en work out a bit of our time by helping the lad."

so the mollys took tom up on their backs, and flew off with him, laughing and joking—and oh, how they did smell of train oil!

"who are you, you jolly birds?" asked tom.

"we are the spirits of the old greenland skippers (as every sailor knows), who hunted here, right whales and horse-whales, full hundreds of years agone. but, because we were saucy and greedy, we were all turned into mollys, to eat whale's blubber all our days. but lubbers we are none, and could sail a ship now against any man in the north seas, though we don't hold with this new-fangled steam. and it's a shame of those black imps of petrels to call us so; but because they're her grace's pets, they think they may say anything they like."

"and who are you?" asked tom of him, for he saw that he was the king of all the birds.

"my name is hendrick hudson, and a right good skipper was i; and my name will last to the world's end, in spite of all the wrong i did. for i discovered hudson river and i named hudson's bay; and many have come in my wake that dared not have shown me the way. but i was a hard man in my time, that's truth, and stole the poor indians off the coast of maine, and sold them for slaves down in virginia; and at last i was so cruel to my sailors, here in these very seas, that they set me adrift in an open boat, and i never was heard of more. so now i'm the king of all mollys, till i've worked out my time."

and now they came to the edge of the pack, and beyond it they could see shiny wall looming, through mist, and snow, and storm. but the pack rolled horribly upon the swell, and the ice giants fought and roared, and leapt upon each other's backs, and ground each other to powder, so that tom was afraid to venture among them, lest he should be ground to powder too. and he was the more afraid, when he saw lying among the ice pack the wrecks of many a gallant ship; some with masts and yards all standing, some with the seamen frozen fast on board. alas, alas, for them! they were all true english hearts; and they came to their end like good knights-errant, in searching for the white gate that never was opened yet.

but the good mollys took tom and his dog up, and flew with them safe over the pack and the roaring ice giants, and set them down at the foot of shiny wall.

"and where is the gate?" asked tom.

"there is no gate," said the mollys.

"no gate?" cried tom, aghast.

"none; never a crack of one, and that's the whole of the secret, as better fellows, lad, than you have found to their cost; and if there had been, they'd have killed by now every right whale that swims the seas."

"what am i to do, then?"

"dive under the floe, to be sure, if you have pluck."

"i've not come so far to turn now," said tom; "so here goes for a header."

"a lucky voyage to you, lad," said the mollys; "we knew you were one of the right sort. so good-bye."

"why don't you come too?" asked tom.

but the mollys only wailed sadly, "we can't go yet, we can't go yet," and flew away over the pack.

so tom dived under the great white gate which never was opened yet, and went on in black darkness, at the bottom of the sea, for seven days and seven nights. and yet he was not a bit frightened. why should he be? he was a brave english lad, whose business is to go out and see all the world.

and at last he saw the light, and clear clear water overhead; and up he came a thousand fathoms, among clouds of sea-moths, which fluttered round his head. there were moths with pink heads and wings and opal bodies, that flapped about slowly; moths with brown wings that flapped about quickly; yellow shrimps that hopped and skipped most quickly of all; and jellies of all the colours in the world, that neither hopped nor skipped, but only dawdled and yawned, and would not get out of his way. the dog snapped at them till his jaws were tired; but tom hardly minded them at all, he was so eager to get to the top of the water, and see the pool where the good whales go.

and a very large pool it was, miles and miles across, though the air was so clear that the ice cliffs on the opposite side looked as if they were close at hand. all round it the ice cliffs rose, in walls and spires and battlements, and caves and bridges, and stones and galleries, in which the ice-fairies live, and drive away the storms and clouds, that mother carey's pool may lie calm from year's end to year's end. and the sun acted policeman, and walked round outside every day, peeping just over the top of the ice wall, to see that all went right; and now and then he played conjuring tricks, or had an exhibition of fireworks, to amuse the ice-fairies. for he would make himself into four or five suns at once, or paint the sky with rings and crosses and crescents of white fire, and stick himself in the middle of them, and wink at the fairies; and i daresay they were very much amused; for anything's fun in the country.

and there the good whales lay, the happy sleepy beasts, upon the still oily sea. they were all right whales, you must know, and finners, and razor-backs, and bottle-noses, and spotted sea-unicorns with long ivory horns. but the sperm whales are such raging, ramping, roaring, rumbustious fellows, that, if mother carey let them in, there would be no more peace in peacepool. so she packs them away in a great pond by themselves at the south pole, two hundred and sixty-three miles south-south-east of mount erebus, the great volcano in the ice; and there they butt each other with their ugly noses, day and night from year's end to year's end.

but here there were only good quiet beasts, lying about like the black hulls of sloops, and blowing every now and then jets of white steam, or sculling round with their huge mouths open, for the sea-moths to swim down their throats. there were no threshers there to thresh their poor old backs, or sword-fish to stab their stomachs, or saw-fish to rip them up, or ice-sharks to bite lumps out of their sides, or whalers to harpoon and lance them. they were quite safe and happy there; and all they had to do was to wait quietly in peacepool, till mother carey sent for them to make them out of old beasts into new.

tom swam up to the nearest whale, and asked the way to mother carey.

"there she sits in the middle," said the whale.

tom looked; but he could see nothing in the middle of the pool, but one peaked iceberg; and he said so.

"that's mother carey," said the whale, "as you will find when you get to her. there she sits making old beasts into new all the year round."

"how does she do that?"

"that's her concern, not mine," said the old whale; and yawned so wide (for he was very large) that there swam into his mouth 943 sea-moths, 13,846 jelly-fish no bigger than pins' heads, a string of salpæ nine yards long, and forty-three little ice-crabs, who gave each other a parting pinch all round, tucked their legs under their stomachs, and determined to die decently, like julius cæsar.

"i suppose," said tom, "she cuts up a great whale like you into a whole shoal of porpoises?"

at which the old whale laughed so violently that he coughed up all the creatures; who swam away again very thankful at having escaped out of that terrible whalebone net of his, from which bourne no traveller returns; and tom went on to the iceberg, wondering.

and, when he came near it, it took the form of the grandest old lady he had ever seen—a white marble lady, sitting on a white marble throne. and from the foot of the throne there swum away, out and out into the sea, millions of new-born creatures, of more shapes and colours than man ever dreamed. and they were mother carey's children, whom she makes out of the sea-water all day long.

he expected, of course—like some grown people who ought to know better—to find her snipping, piecing, fitting, stitching, cobbling, basting, filing, planing, hammering, turning, polishing, moulding, measuring, chiselling, clipping, and so forth, as men do when they go to work to make anything.

but, instead of that, she sat quite still with her chin upon her hand, looking down into the sea with two great grand blue eyes, as blue as the sea itself. her hair was as white as the snow—for she was very very old—in fact, as old as anything which you are likely to come across, except the difference between right and wrong.

and, when she saw tom, she looked at him very kindly.

"what do you want, my little man? it is long since i have seen a water-baby here."

tom told her his errand, and asked the way to the other-end-of-nowhere.

"you ought to know yourself, for you have been there already."

"have i, ma'am? i'm sure i forget all about it."

"then look at me." and, as tom looked into her great blue eyes, he recollected the way perfectly.

now, was not that strange?

"thank you, ma'am," said tom. "then i won't trouble your ladyship any more; i hear you are very busy."

"i am never more busy than i am now," she said, without stirring a finger.

"i heard, ma'am, that you were always making new beasts out of old."

"so people fancy. but i am not going to trouble myself to make things, my little dear. i sit here and make them make themselves."

"you are a clever fairy, indeed," thought tom. and he was quite right.

that is a grand trick of good old mother carey's, and a grand answer, which she has had occasion to make several times to impertinent people.

there was once, for instance, a fairy who was so clever that she found out how to make butterflies. i don't mean sham ones; no: but real live ones, which would fly, and eat, and lay eggs, and do everything that they ought; and she was so proud of her skill that she went flying straight off to the north pole, to boast to mother carey how she could make butterflies.

but mother carey laughed.

"know, silly child," she said, "that any one can make things, if they will take time and trouble enough: but it is not every one who, like me, can make things make themselves."

but people do not yet believe that mother carey is as clever as all that comes to; and they will not till they, too, go the journey to the other-end-of-nowhere.

"and now, my pretty little man," said mother carey, "you are sure you know the way to the other-end-of-nowhere?"

tom thought; and behold, he had forgotten it utterly.

"that is because you took your eyes off me."

tom looked at her again, and recollected; and then looked away, and forgot in an instant.

"but what am i to do, ma'am? for i can't keep looking at you when i am somewhere else."

"you must do without me, as most people have to do, for nine hundred and ninety-nine thousandths of their lives; and look at the dog instead; for he knows the way well enough, and will not forget it. besides, you may meet some very queer-tempered people there, who will not let you pass without this passport of mine, which you must hang round your neck and take care of; and, of course, as the dog will always go behind you, you must go the whole way backward."

"backward!" cried tom. "then i shall not be able to see my way."

"on the contrary, if you look forward, you will not see a step before you, and be certain to go wrong; but, if you look behind you, and watch carefully whatever you have passed, and especially keep your eye on the dog, who goes by instinct, and therefore can't go wrong, then you will know what is coming next, as plainly as if you saw it in a looking-glass."

tom was very much astonished: but he obeyed her, for he had learnt always to believe what the fairies told him.

he was very sorely tried; for though, by keeping the dog to heels (or rather to toes, for he had to walk backward), he could see pretty well which way the dog was hunting, yet it was much slower work to go backwards than to go forwards. but, what was more trying still, no sooner had he got out of peacepool, than there came running to him all the conjurors, fortune-tellers, astrologers, prophesiers, projectors, prestigiators, as many as were in those parts (and there are too many of them everywhere), all bawling and screaming at him, "look a-head, only look a-head; and we will show you what man never saw before, and right away to the end of the world!"

but i am proud to say that tom was such a little dogged, hard, gnarly, foursquare brick of an english boy, that he never turned his head round once all the way from peacepool to the other-end-of-nowhere: but kept his eye on the dog, and let him pick out the scent, hot or cold, straight or crooked, wet or dry, up hill or down dale; by which means he never made a single mistake, and saw all the wonderful and hitherto by-no-mortal-man-imagined things, which it is my duty to relate to you in the next chapter.