call you a gentleman, and treat you like one, and perhaps give you good sport; instead of hitting you into the river, or calling you a poaching snob.

Then Tom went on down, for he was afraid of staying near Grimes; and, as he went, all the vale looked sad. The red and yellow leaves showered down into the river; the flies and beetles were all dead and gone; the chill autumn fog lay low upon the hills, and sometimes spread itself so thickly on the river, that he could not see his way. But he felt his way instead, following the flow of the stream, day after day, past great bridges, past boats and barges, past the great town, with its wharfs, and mills, and tall smoking chimneys, and ships which rode at anchor in the stream; and now and then he ran against their hawsers, and wondered what they were, and peeped out, and saw the sailors lounging on board, smoking their pipes, and ducked under again, for he was terribly afraid of being caught by man and turned into a chimney-sweep again. Poor little fellow, it was a dreary journey for him; and more than once he longed to be back in Vendale, playing with the trout in the bright summer sun. But it could not be. What has been once can never come over again. And people can be little babies, even water-babies, only once in their lives.

Besides, people who make up their minds to go and see the world, as Tom had, must needs find it a weary journey. Lucky for them if they do not lose heart and stop half way, instead of going on bravely to the end as Tom did. For then they will remain neither boys nor men, neither fish, flesh, nor good red herring; having learnt a great deal too much, and yet not enough, and sown their wild oats, without having the advantage of reaping them.

But Tom was always a brave, determined little English bull-dog, who never knew when he was beaten; and on and on he held, till he saw a long way off the red buoy through the fog. And then he found, to his surprise, the stream turned round, and running up inland.

It was the tide, of course: but Tom

knew nothing of the tide. He only knew that in a minute more the water, which had been fresh, turned salt all round him. And then there came a change over him. He felt as strong, and light, and fresh, as if his veins had run champagne; and gave, he did not know why, three skips out of the water, a yard high, and head over heels, just as the salmon do when they first touch the noble rich salt water, which, as some wise men tell us, is the mother of all living things.

He did not care now for the tide being against him. The red buoy was in sight, dancing in the open sea; and to the buoy he would go, and to it he went. He passed great shoals of bass and mullet, leaping and rushing in after the shrimps, but he never heeded them, or they him; and once he passed a great black shining seal, who was coming in after the mullet. And the seal put his head and shoulders out of water, and stared at him, looking exactly like a fat old greasy negro with a grey pate. And Tom, instead of being frightened, said, "How d'ye do, sir; what a beautiful place the sea is!" And the old seal, instead of trying to bite him, looked at him with his soft, sleepy, winking eyes, and said, "Good tide to you, my little man; are you looking for your brothers? I past them all at play, outside!"

"Oh, then," said Tom, "I shall have playfellows at last!" and he swam on to the buoy, and got upon it (for he was quite out of breath) and sat there, and looked round for water-babies: but there were none to be seen.

The sea-breeze came in freshly with the tide, and blew the fog away, and the little waves danced for joy around the buoy, and the old buoy danced with them. The shadows of the clouds ran races over the bright blue bay, and yet never caught each other up; and the breakers plunged merrily upon the wide white sands, and jumped up over the rocks, to see what the green fields inside were like, and tumbled down and broke themselves all to pieces, and never minded it a bit, but mended themselves and jumped up again. And the terns

hovered over Tom like huge white dragon-flies with black heads, and the gulls laughed like girls at play, and the sea-pies, with their red bills and legs, flew to and fro from shore to shore, and whistled sweet and wild. And Tom looked and looked, and listened; and he would have been very happy, if he could only have seen the water-babies. Then, when the tide turned, he left the buoy, and swam round and round in search of them; but in vain. Sometimes he thought he heard them laughing; but it was only the laughter of the ripples. And sometimes he thought he saw them at the bottom; but it was only white and pink shells. And once he was sure he had found one, for he saw two bright eyes peeping out of the sand. So he dived down, and began scraping the sand away, and cried, "Don't hide; I do want some one to play with so much!" And out jumped a great turbot, with his ugly eyes and mouth all awry, and flopped away along the bottom, knocking poor Tom over. And he sat down at the bottom of the sea, and cried salt tears from sheer disappointment.

To have come all this way, and faced so many dangers, and yet to find no water-babies! How hard! Well, it did seem hard; but people, even little babies, cannot have all they want without waiting for it, and working for it too, my little man, as you will find out some day.

And Tom sat upon the buoy long days, long weeks, looking out to sea, and wondering when the water-babies would come back; and yet they never

came.

Then he began to ask all the strange things which came in out of the sea if they had seen any; and some said "Yes," and some said nothing at all.

He asked the bass and the pollock; but they were so greedy after the shrimps that they did not care to answer him a word.

Then there came in a whole fleet of purple sea-snails, floating along each on a sponge full of foam, and Tom said, "Where do you come from, you pretty

creatures? and have you seen the waterbabies?"

And the sea-snails answered, "Whence we come we know not; and whither we are going, who can tell? We float out our little life in the mid-ocean, with the warm sunshine above our heads, and the warm gulf stream below; and that is enough for us. Yes, perhaps we have seen the water-babies. We have seen many strange things as we sailed along." And they floated away, the happy stupid things, and all went ashore upon the sands.

Then there came in a great lazy sunfish, as big as a fat pig cut in half; and he seemed to have been cut in half too, and squeezed in a clothes-press till he was flat; and to all his big body and big fins he had only a little rabbit's mouth, no bigger than Tom's; and, when Tom questioned him, he answered in a little squeaky, feeble voice:

I've lost

"I'm sure I don't know. my way. I meant to go to New York, and I'm afraid I've got wrong, somehow. Dear me! it was all by following that nice warm water. I'm sure I've lost my way."

And, when Tom asked him again, he could only answer, "I've lost my way. Don't talk to me. I want to think."

But, like a good many other people, the more he tried to think the less he could think; and Tom saw him blundering about all day, till the coast-guardsmen saw his big fin above the water, and rowed out, and struck a boat-hook into him, and took him away. They took him up to the town and showed him for a penny a head, and made a good day's work of it. But of course Tom did not know that.

Then there came by a shoal of porpoises, rolling as they went-papas, and mammas, and little children--and all quite smooth and shiny, because the fairies French-polish them every morning; and they sighed so softly as they came by, that Tom took courage to speak to them but all they answered was, "Hush, hush, hush ;" for that was all they had learnt to say.

And then there came a shoal of

basking sharks, some of them as long as a boat, and Tom was frightened at them. But they were very lazy, goodnatured fellows, not greedy tyrants, like white sharks, and blue sharks, and ground sharks, and hammer-heads, who eat men, and saw-fish, and threshers, and ice-sharks, who hunt the poor old whales. They came and rubbed their great sides against the buoy, and lay basking in the sun with their backfins out of water; and winked at Tom: but he never could get them to speak. They had eaten so many herrings that they were quite stupid; and Tom was glad when a collier brig came by, and frightened them all away; for they did smell most horribly, certainly, and he had to hold his nose tight as long as they were there.

And then there came by a beautiful creature, like a ribbon of pure silver with a sharp head and very long teeth: but it seemed very sick and sad. Sometimes it rolled helpless on its side; and then it dashed away, glittering like white fire; and then it lay sick again, and motionless.

"Where do you come from?" asked Tom. "And why are you so sick and sad?"

"I come from the warm Carolinas, the sand-banks fringed with pines; where the great owl-rays leap and flap, like giant bats, upon the tide. But I wandered north and north, upon the treacherous warm gulf stream, till I met with the cold icebergs, afloat in the mid-ocean. So I got tangled among the icebergs, and chilled with their frozen breath. But the water-babies helped me from among them, and set me free again. And now I am mending every day; but I am very sick and sad; and perhaps I shall never get home again to play with the owl-rays any more.'

"Oh!" cried Tom. "And you have seen water-babies? Have you seen any near here?"

"Yes; they helped me again last night, or I should have been eaten by a great black porpoise."

How vexatious! The water-babies close to him, and yet he could not find

one.

And then he left the buoy, and used to go along the sands, and round the rocks, and come out in the night-like the forsaken Merman in Mr. Arnold's beautiful, beautiful poem, which you must learn by heart some day—and sit upon a point of rock, among the shining sea-weeds, in the low October tides, and cry and call for the water-babies: but he never heard a voice call in return. And, at last, with his fretting and crying, he grew quite lean and thin.

But one day among the rocks he found a playfellow. It was not a waterbaby, alas! but it was a lobster; and a very distinguished lobster he was; for he had live barnacles on his claws, which is a great mark of distinction in lobsterdom, and no more to be bought for money than a good conscience or the Victoria Cross.

Tom had never seen a lobster before; and he was mightily taken with this one; for he thought him the most curious, odd, ridiculous creature he had ever seen; and there he was not far wrong; for all the ingenious men, and all the scientific men, and all the fanciful men, in the world, with all the old German bogy-painters into the bargain, could never invent, if all their wits were boiled into one, anything so curious, and so ridiculous, as a lobster.

He had one claw knobbed and the other jagged; and Tom delighted in watching him hold on to the sea-weed with his knobbed claw, while he cut up salads with his jagged one, and then put them into his mouth, after smelling at them, like a monkey. And always the little barnacles threw out their casting nets and swept the water, and came in for their share of whatever there was for dinner. 1

But Tom was most astonished to see how he fired himself off-snap! like the leap-frogs which you make out of a goose's breast-bone. Certainly he took the most wonderful shots, and backwards, too. For, if he wanted to go into a narrow crack ten yards off, what do you think he did? If he had gone in head foremost, of course he could not have turned round. So he used to turn

his tail to it, and lay his long horns, which carry his sixth sense in their tips (and nobody knows what that sixth sense is), straight down his back to guide him, and twist his eyes back till they almost came out of their sockets, and then make ready, present, fire, snap!—and away he went, pop into the hole; and peeped out and twiddled his whiskers, as much as to say, "You couldn't do

that!"

Tom asked him about water-babies. "Yes," he said. He had seen them often. But he did not think much of them. They were meddlesome little creatures, that went about helping fish and shells which got into scrapes. Well, for his part, he should be ashamed to be helped by little soft creatures that had not even a shell on their backs. He had lived quite long enough in the world to take care of himself.

He was a conceited fellow, the old lobster, and not very civil to Tom; and you will hear how he had to alter his mind before he was done, as conceited people generally have. But he was so funny, and Tom so lonely, that he could not quarrel with him; and they used to sit in holes in the rocks, and chat for hours.

And about this time there happened to Tom a very strange and important adventure so important, indeed, that he was very near never finding the water-babies at all; and I am sure you would have been sorry for that.

I hope that you have not forgotten the little white lady all this while. At least, here she comes, looking like a clean, white, good little darling, as she always was, and always will be. For it befel in the pleasant short December days, when the wind always blows from the south-west, till Old Father Christmas comes and spreads the great white table-cloth, ready for little boys and girls to give the birds their Christmas dinner of crumbs-it befel (to go on) in the pleasant December days, that Sir John was so busy hunting that nobody at home could get a word out of him. Four days a week he hunted, and very good sport he had; and the other two

he went to the bench and the board of guardians, and very good justice he did; and, when he got home in time, he dined at half-past five; for he hated this absurd new fashion of dining at eight in the hunting season, which forces a man to make interest with the footman for cold beef and beer as soon as he comes in, and so spoil his appetite, and then sleep in an arm-chair in his bedroom, all stiff and tired, for two or three hours, before he can get his dinner like a gentleman. And do you be like Sir John, my dear little man, when you are your own master; and, if you want either to read hard or ride hard, stick to the good old Cambridge hours of breakfast at eight and dinner at five, by which you may get two days' work out of one. But, of course, if you find a fox at three in the afternoon and run him till dark, and leave off twenty miles from home, why you must wait for your victuals till you can get them, as better men than you have done. Only see that, if you go hungry, your horse does not: but give him his warm gruel and beer, and take him gently home, remembering that good horses don't grow on the hedge like blackberries.

It befel (to go on a second time) that Sir John, hunting all day and dining at five, fell asleep every evening, and snored so terribly that all the windows in Harthover shook, and the soot fell down the chimneys. Whereon My Lady, being no more able to get conversation out of him than a bray out of a dead donkey, determined to go off and leave him, and the doctor, and Captain Swinger the agent, to snore in concert every evening to their hearts' content. So she started for the sea-side with all the children, in order to put herself and them into condition by mild applications of iodine. She might as well have stayed at home and used Parry's liquid horse-blister, for there was plenty of it in the stables; and then she would have saved her money, and saved the chance, also, of making all the children ill instead of well (as hundreds are made), by taking them

to some nasty, smelling, undrained lodging, and then wondering how they caught scarlatina and diphtheria: but people won't be wise enough to understand that till they are all dead of bad smells, and then it will be too late; and besides, you see, Sir John did certainly snore very loud.

But where she went to nobody must know, for fear young ladies should begin to fancy that there are water-babies there; and so hunt and howk after them (besides raising the price of lodgings), and keep them in aquariums, as the ladies at Pompeii (as you may see by the paintings) used to keep Cupids in cages. But nobody ever heard that they starved the Cupids, or let them die of dirt and neglect, as English young ladies do by the poor sea-beasts. So nobody must know where My Lady went. Letting water-babies die is as bad as taking singing-birds' eggs; for, though there are thousands, ay, millions, of both of them in the world, yet there is not one too many.

Now it befel that, on the very shore, and over the very rocks, where Tom was sitting with his friend the lobster, there walked, one day, the white girl, little Ellie herself, and with her a very wise man indeed-Professor Ptthmllnsprts.

His mother was a Dutchwoman, and therefore he was born at Curaçao (of course you have learnt your geography, and therefore know why); and his father a Pole, and therefore he was brought up at Petropaulowski (of course you have learnt your modern politics, and therefore know why): but, for all that, he was as thorough an Englishman as ever coveted his neighbour's goods. And his name, as I said, was Professor Ptthmllnsprts, which is a very ancient and noble Polish name.

He was, as I said, a very great naturalist, and chief professor of Necrobioneopalæonthydrochthonanthropopithekology in the new university which the king of the Cannibal Islands had founded; and, being a member of the Acclimatisation Society, he had come here to collect all the nasty things which he could find on

the coast of England, to turn them loose round the Cannibal Islands, because they had not nasty things enough there to eat what they left.

But he was a very worthy, kind, goodnatured little old gentleman; and very fond of children (for he was not the least a cannibal himself); and very good to all the world as long as it was good to him. Only one fault he had, which cock-robins have likewise, as you may see if you will look out of the nursery window-that, when any one else found a curious worm, he would hop round them, and peck them, and set up his tail, and bristle up his feathers, just as a cock-robin would; and declare that he found the worm first; and that it was his worm: and, if not, that then it was not a worm at all.

He had met Sir John at Scarborough, or Filey, or somewhere or other (if you don't care where, nobody else does), and had made acquaintance with him, and become very fond of his children. Now, Sir John knew nothing about seacockyolybirds, and cared less, provided the fishmonger sent him good fish for dinner; and My Lady knew as little : but she thought it proper that the children should know something. For in the stupid old times, you must understand, children were taught to know one thing, and to know it well: but in these enlightened new times they are taught to know a little about everything, and to know it all ill; which is a great deal pleasanter and easier, and therefore quite right.

So Ellie and he were walking on the rocks, and he was showing her about one in ten thousand of all the beautiful and curious things which are to be seen there. But little Ellie was not satisfied with them at all. She liked much better to play with live children, or even with dolls, which she could pretend were alive; and at last she said honestly, "I don't care about all these things, because they can't play with me, or talk to me. If there were little children now in the water, as there used to be, and I could see them, I should like that."