ONCE upon a time， two little Fairies went out into the world， to seek their fortune. Thistle-down was as gay and gallant a little Elf as ever spread a wing. His purple mantle， and doublet of green， were embroidered with the brightest threads， and the plume in his cap came always from the wing of the gayest butterfly.
But he was not loved in Fairy-Land， for， like the flower whose name and colors he wore， though fair to look upon， many were the little thorns of cruelty and selfishness that lay concealed by his gay mantle. Many a gentle flower and harmless bird died by his hand， for he cared for himself alone， and whatever gave him pleasure must be his， though happy hearts were rendered sad， and peaceful homes destroyed.
Such was Thistledown； but far different was his little friend， Lily-Bell. Kind， compassionate， and loving， wherever her gentle face was seen， joy and gratitude were found； no suffering flower or insect， that did not love and bless the kindly Fairy； and thus all Elf-Land looked upon her as a friend.
Nor did this make her vain and heedless of others； she humb]y dwelt among them， seeking to do all the good she might； and many a houseless bird and hungry insect that Thistledown had harmed did she feed and shelter， and in return no evil could befall her， for so many friends were all about her， seeking to repay her tenderness and love by their watchful care.
She would not now have left Fairy-Land， but to help and counsel her wild companion， Thistledown， who， discontented with his quiet home， would seek his fortune in the great world， and she feared he would suffer from his own faults for others would not always be as gentle and forgiving as his kindred. So the kind little Fairy left her home and friends to go with him； and thus， side by side， they flew beneath the bright summer sky.
On and on， over hill and valley， they went， chasing the gay butterflies， or listening to the bees， as they flew from flower to flower like busy little housewives， singing as they worked； till at last they reached a pleasant garden， filled with flowers and green， old trees.
"See，" cried Thistledown， "what a lovely home is here； let us rest among the cool leaves， and hear the flowers sing， for I am sadly tired and hungry."
So into the quiet garden they went， and the winds gayly welcomed them， while the flowers nodded on their stems， offering their bright leaves for the Elves to rest upon， and fresh， sweet honey to refresh them.
"Now， dear Thistle， do not harm these friendly blossoms，" said Lily-Bell； "see how kindly they spread their leaves， and offer us their dew. It would be very wrong in you to repay their care with cruelty and pain. You will be tender for my sake， dear Thistle."
Then she went among the flowers， and they bent lovingly before her， and laid their soft leaves against her little face， that she might see how glad they were to welcome one so good and gentle， and kindly offered their dew and honey to the weary little Fairy， who sat among their fragrant petals and looked smilingly on the happy blossoms， who， with their soft， low voices， sang her to sleep.
While Lily-Bell lay dreaming among the rose-leaves， Thistledown went wandering through the garden. First he robbed the bees of their honey， and rudely shook the little flowers， that he might get the dew they had gathered to bathe their buds in. Then he chased the bright winged flies， and wounded them with the sharp thorn he carried for a sword； he broke the spider's shining webs， lamed the birds， and soon wherever he passed lay wounded insects and drooping flowers； while the winds carried the tidings over the garden， and bird and blossom looked upon him as an evil spirit， and fled away or closed their leaves， lest he should harm them.
Thus he went， leaving sorrow and pain behind him， till he came to the roses where Lily-Bell lay sleeping. There， weary of his cruel sport， he stayed to rest beneath a graceful rose-tree， where grew one blooming flower and a tiny bud.
"Why are you so slow in blooming， little one？ You are too old to be rocked in your green cradle longer， and should be out among your sister flowers，" said Thistle， as he lay idly in the shadow of the tree.
"My little bud is not yet strong enough to venture forth，" replied the rose， as she bent fondly over it； "the sunlight and the rain would blight her tender form， were she to blossom now， but soon she will be fit to bear them； till then she is content to rest beside her mother， and to wait."
"You silly flower，" said Thistledown， "see how quickly I will make you bloom！ your waiting is all useless." And speaking thus， he pulled rudely apart the folded leaves， and laid them open to the sun and air； while the rose mother implored the cruel Fairy to leave her little bud untouched.
"It is my first， my only one，" said she， "and I have watched over it with such care， hoping it would soon bloom beside me； and now you have destroyed it. How could you harm the little helpless one， that never did aught to injure you？" And while her tears fell like summer rain， she drooped in grief above the little bud， and sadly watched it fading in the sunlight； but Thistledown， heedless of the sorrow he had given， spread his wings and flew away.
Soon the sky grew dark， and heavy drops began to fall. Then Thistle hastened to the lily， for her cup was deep， and the white leaves fell like curtains over the fragrant bed； he was a dainty little Elf， and could not sleep among the clovers and bright buttercups. But when he asked the flower to unfold her leaves and take him in， she turned her pale， soft face away， and answered sadly， "I must shield my little drooping sisters whom you have harmed， and cannot let you in."
Then Thistledown was very angry， and turned to find shelter among the stately roses； but they showed their sharp thorns， and， while their rosy faces glowed with anger， told him to begone， or they would repay him for the wrong he had done their gentle kindred.
He would have stayed to harm them， but the rain fell fast， and he hurried away， saying， "The tulips will take me in， for I have praised their beauty， and they are vain and foolish flowers."
But when he came， all wet and cold， praying for shelter among their thick leaves， they only laughed and said scornfully， "We know you， and will not let you in， for you are false and cruel， and will only bring us sorrow. You need not come to us for another mantle， when the rain has spoilt your fine one； and do not stay here， or we will do you harm."
Then they waved their broad leaves stormily， and scattered the heavy drops on his dripping garments.
"Now must I go to the humble daisies and blue violets，" said Thistle， "they will be glad to let in so fine a Fairy， and I shall die in this cold wind and rain."
So away he flew， as fast as his heavy wings would bear him， to the daisies； but they nodded their heads wisely， and closed their leaves yet closer， saying sharply，——
"Go away with yourself， and do not imagine we will open our leaves to you， and spoil our seeds by letting in the rain. It serves you rightly； to gain our love and confidence， and repay it by such cruelty！ You will find no shelter here for one whose careless hand wounded our little friend Violet， and broke the truest heart that ever beat in a flower's breast. We are very angry with you， wicked Fairy； go away and hide yourself."
"Ah，" cried the shivering Elf， "where can I find shelter？ I will go to the violets： they will forgive and take me in."
But the daisies had spoken truly； the gentle little flower was dead， and her blue-eyed sisters were weeping bitterly over her faded leaves.
"Now I have no friends，" sighed poor Thistle-down， "and must die of cold. Ah， if I had but minded Lily-Bell， I might now be dreaming beneath some flower's leaves."
"Others can forgive and love， beside Lily-Bell and Violet，" said a faint， sweet voice； "I have no little bud to shelter now， and you can enter here." It was the rose mother that spoke， and Thistle saw how pale the bright leaves had grown， and how the slender stem was bowed. Grieved， ashamed， and wondering at the flower's forgiving words， he laid his weary head on the bosom he had filled with sorrow， and the fragrant leaves were folded carefully about him.
But he could find no rest. The rose strove to comfort him； but when she fancied he was sleeping， thoughts of her lost bud stole in， and the little heart beat so sadly where he lay， that no sleep came； while the bitter tears he had caused to flow fell more coldly on him than the rain without. Then he heard the other flowers whispering among themselves of his cruelty， and the sorrow he had brought to their happy home； and many wondered how the rose， who had suffered most， could yet forgive and shelter him.
"Never could I forgive one who had robbed me of my children. I could bow my head and die， but could give no happiness to one who had taken all my own，" said Hyacinth， bending fondly over the little ones that blossomed by her side.
"Dear Violet is not the only one who will leave us，" sobbed little Mignonette； "the rose mother will fade like her little bud， and we shall lose our gentlest teacher. Her last lesson is forgiveness； let us show our love for her， and the gentle stranger Lily-Bell， by allowing no unkind word or thought of him who has brought us all this grief."
The angry words were hushed， and through the long night nothing was heard but the dropping of the rain， and the low sighs of the rose.
Soon the sunlight came again， and with it Lily-Bell seeking for Thistledown； but he was ashamed， and stole away.
When the flowers told their sorrow to kind-hearted Lily-Be]l， she wept bitterly at the pain her friend had given， and with loving words strove to comfort those whom he had grieved； with gentle care she healed the wounded birds， and watched above the flowers he had harmed， bringing each day dew and sunlight to refresh and strengthen， till all were well again； and though sorrowing for their dead friends， still they forgave Thistle for the sake of her who had done so much for them. Thus， erelong， buds fairer than that she had lost lay on the rose mother's breast， and for all she had suffered she was well repaid by the love of Lily-Bell and her sister flowers.
And when bird， bee， and blossom were strong and fair again， the gentle Fairy said farewell， and flew away to seek her friend， leaving behind many grateful hearts， who owed their joy and life to her.
Meanwhile， over hill and dale went Thistledown， and for a time was kind and gentle to every living thing. He missed sadly the little friend who had left her happy home to watch over him， but he was too proud to own his fault， and so went on， hoping she would find him.
One day he fell asleep， and when he woke the sun had set， and the dew began to fall； the flower-cups were closed， and he had nowhere to go， till a friendly little bee， belated by his heavy load of honey， bid the weary Fairy come with him.
"Help me to bear my honey home， and you can stay with us tonight，" he kindly said.
So Thistle gladly went with him， and soon they came to a pleasant garden， where among the fairest flowers stood the hive， covered with vines and overhung with blossoming trees. Glow-worms stood at the door to light them home， and as they passed in， the Fairy thought how charming it must be to dwell in such a lovely place. The floor of wax was pure and white as marble， while the walls were formed of golden honey-comb， and the air was fragrant with the breath of flowers.
"You cannot see our Queen to-night，" said the little bee， "but I will show you to a bed where you can rest."
And he led the tired Fairy to a little cell， where on a bed of flower-leaves he folded his wings and fell asleep.
As the first ray of sunlight stole in， he was awakened by sweet music. It was the morning song of the bees.
"Awake！ awake！ for the earliest gleam Of golden sunlight shines On the rippling waves， that brightly flow Beneath the flowering vines. Awake！ awake！ for the low， sweet chant Of the wild-birds' morning hymn Comes floating by on the fragrant air，Through the forest cool and dim；Then spread each wing，And work， and sing，Through the long， bright sunny hours；O'er the pleasant earth We journey forth，For a day among the flowers.
"Awake！ awake！ for the summer wind Hath bidden the blossoms unclose，Hath opened the violet's soft blue eye，And wakened the sleeping rose. And lightly they wave on their slender stems Fragrant， and fresh， and fair，Waiting for us， as we singing come To gather our honey-dew there. Then spread each wing，And work， and sing，Through the long， bright sunny hours；O'er the pleasant earth We journey forth，For a day among the flowers！"
Soon his friend came to bid him rise， as the Queen desired to speak with him. So， with his purple mantle thrown gracefully over his shoulder， and his little cap held respectfully in his hand， he followed Nimble-Wing to the great hall， where the Queen was being served by her little pages. Some bore her fresh dew and honey， some fanned her with fragrant flower-leaves， while others scattered the sweetest perfumes on the air.
"Little Fairy，" said the Queen， "you are welcome to my palace； and we will gladly have you stay with us， if you will obey our laws. We do not spend the pleasant summer days in idleness and pleasure， but each one labors for the happiness and good of all. If our home is beautiful， we have made it so by industry； and here， as one large， loving family， we dwell； no sorrow， care， or discord can enter in， while all obey the voice of her who seeks to be a wise and gentle Queen to them. If you will stay with us， we will teach you many things. Order， patience， industry， who can teach so well as they who are the emblems of these virtues？
"Our laws are few and simple. You must each day gather your share of honey， see that your cell is sweet and fresh， as you yourself must be； rise with the sun， and with him to sleep. You must harm no flower in doing your work， nor take more than your just share of honey； for they so kindly give us food， it were most cruel to treat them with aught save gentleness and gratitude. Now will you stay with us， and learn what even mortals seek to know， that labor brings true happiness？"
And Thistle said he would stay and dwell with them； for he was tired of wandering alone， and thought he might live here till Lily-Bell should come， or till he was weary of the kind-hearted bees. Then they took away his gay garments， and dressed him like themselves， in the black velvet cloak with golden bands across his breast.
"Now come with us，" they said. So forth into the green fields they went， and made their breakfast among the dewy flowers； and then till the sun set they flew from bud to blossom， singing as they went； and Thistle for a while was happier than when breaking flowers and harming gentle birds.
But he soon grew tired of working all day in the sun， and longed to be free again. He could find no pleasure with the industrious bees， and sighed to be away with his idle friends， the butterflies； so while the others worked he slept or played， and then， in haste to get his share， he tore the flowers， and took all they had saved for their own food. Nor was this all； he told such pleasant tales of the life he led before he came to live with them， that many grew unhappy and discontented， and they who had before wished no greater joy than the love and praise of their kind Queen， now disobeyed and blamed her for all she had done for them.
Long she bore with their unkind words and deeds； and when at length she found it was the ungrateful Fairy who had wrought this trouble in her quiet kingdom， she strove， with sweet， forgiving words， to show him all the wrong he had done； but he would not listen， and still went on destroying the happiness of those who had done so much for him.
Then， when she saw that no kindness could touch his heart， she said：——
"Thistledown， we took you in， a friendless stranger， fed and clothed you， and made our home as pleasant to you as we could； and in return for all our care， you have brought discontent and trouble to my subjects， grief and care to me. I cannot let my peaceful kingdom be disturbed by you； therefore go and seek another home. You may find other friends， but none will love you more than we， had you been worthy of it； so farewell." And the doors of the once happy home he had disturbed were closed behind him.
Then he was very angry， and determined to bring some great sorrow on the good Queen. So he sought out the idle， wilful bees， whom he had first made discontented， bidding them follow him， and win the honey the Queen had stored up for the winter.
"Let us feast and make merry in the pleasant summer-time，" said Thistle； "winter is far off， why should we waste these lovely days， toiling to lay up the food we might enjoy now. Come， we will take what we have made， and think no more of what the Queen has said."
So while the industrious bees were out among the flowers， he led the drones to the hive， and took possession of the honey， destroying and laying waste the home of the kind bees； then， fearing that in their grief and anger they might harm him， Thistle flew away to seek new friends.
After many wanderings， he came at length to a great forest， and here beside a still lake he stayed to rest. Delicate wood-flowers grew near him in the deep green moss， with drooping heads， as if they listened to the soft wind sing-ing among the pines. Bright-eyed birds peeped at him from their nests， and many-colored insects danced above the cool， still lake.
"This is a pleasant place，" said Thistle； "it shall be my home for a while. Come hither， blue dragon-fly， I would gladly make a friend of you， for I am all alone."
The dragon-fly folded his shining wings beside the Elf， listened to the tale he told， promised to befriend the lonely one， and strove to make the forest a happy home to him.
So here dwelt Thistle， and many kind friends gathered round him， for he spoke gently to them， and they knew nothing of the cruel deeds he had done； and for a while he was happy and content. But at length he grew weary of the gentle birds， and wild-flowers， and sought new pleasure in destroying the beauty he was tired of； and soon the friends who had so kindly welcomed him looked upon him as an evil spirit， and shrunk away as he approached.
At length his friend the dragon-fly besought him to leave the quiet home he had disturbed. Then Thistle was very angry， and while the dragon-fly was sleeping among the flowers that hung over the lake， he led an ugly spider to the spot， and bade him weave his nets about the sleeping insect， and bind him fast. The cruel spider gladly obeyed the ungrateful Fairy； and soon the poor fly could move neither leg nor wing. Then Thistle flew away through the wood， leaving sorrow and trouble behind him.
He had not journeyed far before he grew weary， and lay down to rest. Long he slept， and when he awoke， and tried to rise， his hands and wings were bound； while beside him stood two strange little figures， with dark faces and garments， that rustled like withered leaves； who cried to him， as he struggled to get free，——
"Lie still， you naughty Fairy， you are in the Brownies' power， and shall be well punished for your cruelty ere we let you go."
So poor Thistle lay sorrowfully， wondering what would come of it， and wishing Lily-Bell would come to help and comfort him； but he had left her， and she could not help him now.
Soon a troop of Brownies came rustling through the air， and gathered round him， while one who wore an acorn-cup on his head， and was their King， said， as he stood beside the trembling Fairy，——
"You have done many cruel things， and caused much sorrow to happy hearts； now you are in my power， and I shall keep you prisoner till you have repented. You cannot dwell on the earth without harming the fair things given you to enjoy， so you shall live alone in solitude and darkness， till you have learned to find happiness in gentle deeds， and forget yourself in giving joy to others. When you have learned this， I will set you free."
Then the Brownies bore him to a high， dark rock， and， entering a little door， led him to a small cell， dimly lighted by a crevice through which came a single gleam of sunlight； and there， through long， long days， poor Thistle sat alone， and gazed with wistful eyes at the little opening， longing to be out on the green earth. No one came to him， but the silent Brownies who brought his daily food； and with bitter tears he wept for Lily-Bell， mourning his cruelty and selfishness， seeking to do some kindly deed that might atone for his wrong-doing.
A little vine that grew outside his prison rock came creeping up， and looked in through the crevice， as if to cheer the lonely Fairy， who welcomed it most gladly， and daily sprinkled its soft leaves with his small share of water， that the little vine might live， even if it darkened more and more his dim cell.
The watchful Brownies saw this kind deed， and brought him fresh flowers， and many things， which Thistle gratefully received， though he never knew it was his kindness to the vine that gained for him these pleasures.
Thus did poor Thistle strive to be more gentle and unselfish， and grew daily happier and better.
Now while Thistledown was a captive in the lonely cell， Lily-Bell was seeking him far and wide， and sadly traced him by the sorrowing hearts he had left behind.
She healed the drooping flowers， cheered the Queen Bee's grief， brought back her discontented subjects， restored the home to peace and order， and left them blessing her.
Thus she journeyed on， till she reached the forest where Thistledown had lost his freedom. She unbound the starving dragon-fly， and tended the wounded birds； but though all learned to love her， none could tell where the Brownies had borne her friend， till a little wind came whispering by， and told her that a sweet voice had been heard， singing Fairy songs， deep in a moss-grown rock.
Then Lily-Bell went seeking through the forest， listening for the voice. Long she looked and listened in vain； when one day， as she was wandering through a lonely dell， she heard a faint， low sound of music， and soon a distant voice mournfully singing，——
"Bright shines the summer sun，Soft is the summer air；Gayly the wood-birds sing，Flowers are blooming fair.
"But， deep in the dark， cold rock，Sadly I dwell，Longing for thee， dear friend，Lily-Bell！ Lily-Bell！"
"Thistle， dear Thistle， where are you？" joyfully cried Lily-Bell， as she flew from rock to rock. But the voice was still， and she would have looked in vain， had she not seen a little vine， whose green leaves fluttering to and fro seemed beckoning her to come； and as she stood among its flowers she sang，——
"Through sunlight and summer air I have sought for thee long，Guided by birds and flowers，And now by thy song.
O'er hill and dell Hither to comfort thee Comes Lily-Bell."
Then from the vine-leaves two little arms were stretched out to her， and Thistledown was found. So Lily-Bell made her home in the shadow of the vine， and brought such joy to Thistle， that his lonely cell seemed pleasanter to him than all the world beside； and he grew daily more like his gentle friend. But it did not last long， for one day she did not come. He watched and waited long， for the little face that used to peep smiling in through the vine-leaves. He called and beckoned through the narrow opening， but no Lily-Bell answered； and he wept sadly as he thought of all she had done for him， and that now he could not go to seek and help her， for he had lost his freedom by his own cruel and wicked deeds.
At last he besought the silent Brownie earnestly to tell him whither she had gone.
"O let me go to her，" prayed Thistle； "if she is in sorrow， I will comfort her， and show my gratitude for all she has done for me： dear Brownie， set me free， and when she is found I will come and be your prisoner again. I will bear and suffer any danger for her sake."
"Lily-Bell is safe，" replied the Brownie； "come， you shall learn the trial that awaits you."
Then he led the wondering Fairy from his prison， to a group of tall， drooping ferns， beneath whose shade a large white lily had been placed， forming a little tent， within which， on a couch of thick green moss， lay Lily-Bell in a deep sleep； the sunlight stole softly in， and all was cool and still.
"You cannot wake her，" said the Brownie， as Thistle folded his arms tenderly about her. "It is a magic slumber， and she will not wake till you shall bring hither gifts from the Earth， Air， and Water Spirits. 'T is a long and weary task， for you have made no friends to help you， and will have to seek for them alone. This is the trial we shall give you； and if your love for Lily-Bell be strong enough to keep you from all cruelty and selfishness， and make you kind and loving as you should be， she will awake to welcome you， and love you still more fondly than before."
Then Thistle， with a last look on the little friend he loved so well， set forth alone to his long task.
The home of the Earth Spirits was the first to find， and no one would tell him where to look. So far and wide he wandered， through gloomy forests and among lonely hills， with none to cheer him when sad and weary， none to guide him on his way.
On he went， thinking of Lily-Bell， and for her sake bearing all； for in his quiet prison many gentle feelings and kindly thoughts had sprung up in his heart， and he now strove to be friends with all， and win for himself the love and confidence of those whom once he sought to harm and cruelly destroy.
But few believed him； for they remembered his false promises and evil deeds， and would not trust him now； so poor Thistle found few to love or care for him.
Long he wandered， and carefully he sought； but could not find the Earth Spirits' home. And when at length he reached the pleasant garden where he and Lily-Bell first parted， he said within himself，——
"Here I will stay awhile， and try to win by kindly deeds the flowers' forgiveness for the pain and sorrow I brought them long ago； and they may learn to love and trust me. So， even if I never find the Spirits， I shall be worthier Lily-Bell's affection if I strive to atone for the wrong I have done."
Then he went among the flowers， but they closed their leaves， and shrank away， trembling with fear； while the birds fled to hide among the leaves as he passed.
This grieved poor Thistle， and he longed to tell them how changed he had become； but they would not listen. So he tried to show， by quiet deeds of kindness， that he meant no harm to them； and soon the kind-hearted birds pitied the lonely Fairy， and when he came near sang cheering songs， and dropped ripe berries in his path， for he no longer broke their eggs， or hurt their little ones.
And when the flowers saw this， and found the once cruel Elf now watering and tending little buds， feeding hungry insects， and helping the busy ants to bear their heavy loads， they shared the pity of the birds， and longed to trust him； but they dared not yet.
He came one day， while wandering through the garden， to the little rose he had once harmed so sadly. Many buds now bloomed beside her， and her soft face glowed with motherly pride， as she bent fondly over them. But when Thistle came， he saw with sorrow how she bade them close their green curtains， and conceal themselves beneath the leaves， for there was danger near； and， drooping still more closely over them， she seemed to wait with trembling fear the cruel Fairy's coming.
But no rude hand tore her little ones away， no unkind words were spoken； but a soft shower of dew fell lightly on them， and Thistle， bending tenderly above them， said，——
"Dear flower， forgive the sorrow I once brought you， and trust me now for Lily-Bell's sake. Her gentleness has changed my cruelty to kindness， and I would gladly repay all for the harm I have done； but none will love and trust me now."
Then the little rose looked up， and while the dew-drops shone like happy tears upon her leaves， she said，——
"I will love and trust you， Thistle， for you are indeed much changed. Make your home among us， and my sister flowers will soon learn to love you as you deserve. Not for sweet Lily-Bell's sake， but for your own， will I become your friend； for you are kind and gentle now， and worthy of our love. Look up， my little ones， there is no danger near； look up， and welcome Thistle to our home."
Then the little buds raised their rosy faces， danced again upon their stems， and nodded kindly at Thistle， who smiled on them through happy tears， and kissed the sweet， forgiving rose， who loved and trusted him when most forlorn and friendless.
But the other flowers wondered among themselves， and Hyacinth said，——
"If Rose-Leaf is his friend， surely we may be； yet still I fear he may soon grow weary of this gentleness， and be again the wicked Fairy he once was， and we shall suffer for our kindness to him now."
"Ah， do not doubt him！" cried warm-hearted little Mignonette； "surely some good spirit has changed the wicked Thistle into this good little Elf. See how tenderly he lifts aside the leaves that overshadow pale Harebell， and listen now how softly he sings as he rocks little Eglantine to sleep. He has done many friendly things， though none save Rose-Leaf has been kind to him， and he is very sad. Last night when I awoke to draw my curtains closer， he sat weeping in the moonlight， so bitterly， I longed to speak a kindly word to him. Dear sisters， let us trust him."
And they all said little Mignonette was right； and， spreading wide their leaves， they bade him come， and drink their dew， and lie among the fragrant petals， striving to cheer his sorrow. Thistle told them all， and， after much whispering together， they said，——
"Yes， we will help you to find the Earth Spirits， for you are striving to be good， and for love of Lily-Bell we will do much for you."
So they called a little bright-eyed mole， and said， "Downy-Back， we have given you a pleasant home among our roots， and you are a grateful little friend； so will you guide dear Thistle to the Earth Spirits' home？"
Downy-Back said， "Yes，" and Thistle， thanking the kindly flowers， followed his little guide， through long， dark galleries， deeper and deeper into the ground； while a glow-worm flew before to light the way. On they went， and after a while， reached a path lit up by bright jewels hung upon the walls. Here Downy-Back， and Glimmer， the glow-worm， left him， saying，——
"We can lead you no farther； you must now go on alone， and the music of the Spirits will guide you to their home."
Then they went quickly up the winding path， and Thistle， guided by the sweet music， went on alone.
He soon reached a lovely spot， whose golden halls were bright with jewels， which sparkled brightly， and threw many-colored shadows on the shining garments of the little Spirits， who danced below to the melody of soft， silvery bells.
Long Thistle stood watching the brilliant forms that flashed and sparkled round him； but he missed the flowers and the sunlight， and rejoiced that he was not an Earth Spirit.
At last they spied him out， and， gladly welcoming him， bade him join in their dance. But Thistledown was too sad for that， and when he told them all his story they no longer urged， but sought to comfort him； and one whom they called little Sparkle （for her crown and robe shone with the brightest diamonds）， said： "You will have to work for us， ere you can win a gift to show the Brownies； do you see those golden bells that make such music， as we wave them to and fro？ We worked long and hard ere they were won， and you can win one of those， if you will do the task we give you."
And Thistle said， "No task will be too hard for me to do for dear Lily-Bell's sake."
Then they led him to a strange， dark place， lit up with torches； where troops of Spirits flew busily to and fro， among damp rocks， and through dark galleries that led far down into the earth. "What do they here？" asked Thistle.
"I will tell，" replied little Sparkle， "for I once worked here myself. Some of them watch above the flower-roots， and keep them fresh and strong； others gather the clear drops that trickle from the damp rocks， and form a little spring， which， growing ever larger， rises to the light above， and gushes forth in some green field or lonely forest； where the wild-birds come to drink， and wood-flowers spread their thirsty leaves above the clear， cool waves， as they go dancing away， carrying joy and freshness wherever they go. Others shape the bright jewels into lovely forms， and make the good-luck pennies which we give to mortals whom we love. And here you must toil till the golden flower is won."
Then Thistle went among the Spirits， and joined in their tasks； he tended the flower-roots， gathered the water-drops， and formed the good-luck pennies. Long and hard he worked， and was often sad and weary， often tempted by unkind and selfish thoughts； but he thought of Lily-Bell， and strove to be kind and loving as she had been； and soon the Spirits learned to love the patient Fairy， who had left his home to toil among them for the sake of his gentle friend.
At length came little Sparkle to him， saying， "You have done enough； come now， and dance and feast with us， for the golden flower is won."
But Thistle could not stay， for half his task was not yet done； and he longed for sunlight and Lily-Bell. So， taking a kind farewell， he hastened through the torch-lit path up to the light again； and， spreading his wings， flew over hill and dale till he reached the forest where Lily-Bell lay sleeping.
It was early morning， and the rosy light shone brightly through the lily-leaves upon her， as Thistle entered， and laid his first gift at the Brownie King's feet.
"You have done well，" said he， "we hear good tidings of you from bird and flower， and you are truly seeking to repair the evil you have done. Take now one look at your little friend， and then go forth to seek from the Air Spirits your second gift."
Then Thistle said farewell again to Lily-Bell， and flew far and wide among the clouds， seeking the Air Spirits； but though he wandered till his weary wings could bear him no longer， it was in vain. So， faint and sad， he lay down to rest on a broad vine-leaf， that fluttered gently in the wind； and as he lay， he saw beneath him the home of the kind bees whom he had so disturbed， and Lily-Bell had helped and comforted.
"I will seek to win their pardon， and show them that I am no longer the cruel Fairy who so harmed them，" thought Thistle， "and when they become again my friends， I will ask their help to find the Air Spirits； and if I deserve it， they will gladly aid me on my way."
So he flew down into the field below， and hastened busily from flower to flower， till he had filled a tiny blue-bell with sweet， fresh honey. Then he stole softly to the hive， and， placing it near the door， concealed himself to watch. Soon his friend Nimble-Wing came flying home， and when he spied the little cup， he hummed with joy， and called his companions around him.
"Surely， some good Elf has placed it here for us，" said they； "let us bear it to our Queen； it is so fresh and fragrant it will be a fit gift for her"； and they joyfully took it in， little dreaming who had placed it there.
So each day Thistle filled a flower-cup， and laid it at the door； and each day the bees wondered more and more， for many strange things happened. The field-flowers told of the good spirit who watched above them， and the birds sang of the same kind little Elf bringing soft moss for their nests， and food for their hungry young ones； while all around the hive had grown fairer since the Fairy came.
But the bees never saw him， for he feared he had not yet done enough to win their forgiveness and friendship； so he lived alone among the vines， daily bringing them honey， and doing some kindly action.
At length， as he lay sleeping in a flower-bell， a little bee came wandering by， and knew him for the wicked Thistle； so he called his friends， and， as they flew murmuring around him， he awoke.
"What shall we do to you， naughty Elf？" said they. "You are in our power， and we will sting you if you are not still."
"Let us close the flower-leaves around him and leave him here to starve，" cried one， who had not yet forgotten all the sorrow Thistle had caused them long ago.
"No， no， that were very cruel， dear Buzz，" said little Hum； "let us take him to our Queen， and she will tell us how to show our anger for the wicked deeds he did. See how bitterly he weeps； be kind to him， he will not harm us more.
"You good little Hum！" cried a kind-hearted robin who had hopped near to listen to the bees. "Dear friends， do you not know that this is the good Fairy who has dwelt so quietly among us， watching over bird and blossom， giving joy to all he helps？ It is he who brings the honey-cup each day to you， and then goes silently away， that you may never know who works so faithfully for you. Be kind to him， for if he has done wrong， he has repented of it， as you may see."
"Can this be naughty Thistle？" said Nimble-Wing.
"Yes， it is I，" said Thistle， "but no longer cruel and unkind. I have tried to win your love by patient industry. Ah， trust me now， and you shall see I am not naughty Thistle any more."
Then the wondering bees led him to their Queen， and when he had told his tale， and begged their forgiveness， it was gladly given； and all strove to show him that he was loved and trusted. Then he asked if they could tell him where the Air Spirits dwelt， for he must not forget dear Lily-Bell； and to his great joy the Queen said， "Yes，" and bade little Hum guide Thistle to Cloud-Land.
Little Hum joyfully obeyed； and Thistle followed him， as he flew higher and higher among the soft clouds， till in the distance they saw a radiant light.
"There is their home， and I must leave you now， dear Thistle，" said the little bee； and， bidding him farewell， he flew singing back； while Thistle， following the light， soon found himself in the Air Spirits' home.
The sky was gold and purple like an autumn sunset， and long walls of brilliant clouds lay round him. A rosy light shone through the silver mist， on gleaming columns and the rainbow roof； soft， fragrant winds went whispering by， and airy little forms were flitting to and fro.
Long Thistle wondered at the beauty round him； and then he went among the shining Spirits， told his tale， and asked a gift.
But they answered like the Earth Spirits. "You must serve us first， and then we will gladly give you a robe of sunlight like our own "
And then they told him how they wafted flower-seeds over the earth， to beautify and brighten lonely spots； how they watched above the blossoms by day， and scattered dews at night， brought sunlight into darkened places， and soft winds to refresh and cheer.
"These are the things we do，" said they， " and you must aid us for a time."
And Thistle gladly went with the lovely Spirits； by day he joined the sunlight and the breeze in their silent work； by night， with Star-Light and her sister spirits， he flew over the moon-lit earth， dropping cool dew upon the folded flowers， and bringing happy dreams to sleeping mortals. Many a kind deed was done， many a gentle word was spoken； and each day lighter grew his heart， and stronger his power of giving joy to others.
At length Star-Light bade him work no more， and gladly gave him the gift he had won. Then his second task was done， and he flew gayly back to the green earth and slumbering Lily-Bell.
The silvery moonlight shone upon her， as he came to give his second gift； and the Brownie spoke more kindly than before.
"One more trial， Thistle， and she will awake. Go bravely forth and win your last and hardest gift."
Then with a light heart Thistle journeyed away to the brooks and rivers， seeking the Water Spirits. But he looked in vain； till， wandering through the forest where the Brownies took him captive， he stopped beside the quiet lake.
As he stood here he heard a sound of pain， and， looking in the tall grass at his side， he saw the dragon-fly whose kindness he once repayed by pain and sorrow， and who now lay suffering and alone.
Thistle bent tenderly beside him， saying， "Dear Flutter， do not fear me. I will gladly ease your pain， if you will let me； I am your friend， and long to show you how I grieve for all the wrong I did you， when you were so kind to me. Forgive， and let me help and comfort you."
Then he bound up the broken wing， and spoke so tenderly that Flutter doubted him no longer， and was his friend again.
Day by day did Thistle watch beside him， making little beds of cool， fresh moss for him to rest upon， fanning him when he slept， and singing sweet songs to cheer him when awake. And often when poor Flutter longed to be dancing once again over the blue waves， the Fairy bore him in his arms to the lake， and on a broad leaf， with a green flag for a sail， they floated on the still water； while the dragon-fly's companions flew about them， playing merry games.
At length the broken wing was well， and Thistle said he must again seek the Water Spirits. "I can tell you where to find them，" said Flutter； "you must follow yonder little brook， and it will lead you to the sea， where the Spirits dwell. I would gladly do more for you， dear Thistle， but I cannot， for they live deep beneath the waves. You will find some kind friend to aid you on your way； and so farewell."
Thistle followed the little brook， as it flowed through field and valley， growing ever larger， till it reached the sea. Here the wind blew freshly， and the great waves rolled and broke at Thistle's feet， as he stood upon the shore， watching the billows dancing and sparkling in the sun.
"How shall I find the Spirits in this great sea， with none to help or guide me？ Yet it is my last task， and for Lily-Bell's sake I must not fear or falter now，" said Thistle. So he flew hither and thither over the sea， looking through the waves. Soon he saw， far below， the branches of the coral tree.
"They must be here，" thought he， and， folding his wings， he plunged into the deep， cold sea. But he saw only fearful monsters and dark shapes that gathered round him； and， trembling with fear， he struggled up again.
The great waves tossed him to and fro， and cast him bruised and faint upon the shore. Here he lay weeping bitterly， till a voice beside him said， "Poor little Elf， what has befallen you？ These rough waves are not fit playmates for so delicate a thing as you. Tell me your sorrow， and I will comfort you."
And Thistle， looking up， saw a white sea-bird at his side， who tried with friendly words to cheer him. So he told all his wanderings， and how he sought the Sea Spirits.
"Surely， if bee and blossom do their part to help you， birds should aid you too，" said the Sea-bird. "I will call my friend， the Nautilus， and he will bear you safely to the Coral Palace where the Spirits dwell."
So， spreading his great wings， he flew away， and soon Thistle saw a little boat come dancing over the waves， and wait beside the shore for him.
In he sprang. Nautilus raised his little sail to the wind， and the light boat glided swiftly over the blue sea. At last Thistle cried， "I see lovely arches far below； let me go， it is the Spirits' home."
"Nay， close your eyes， and trust to me. I will bear you safely down，" said Nautilus.
So Thistle closed his eyes， and listened to the murmur of the sea， as they sank slowly through the waves. The soft sound lulled him to sleep， and when he awoke the boat was gone， and he stood among the Water Spirits， in their strange and lovely home.
Lofty arches of snow-white coral bent above him， and the walls of brightly tinted shells were wreathed with lovely sea-flowers， and the sunlight shining on the waves cast silvery shadows on the ground， where sparkling stones glowed in the sand. A cool， fresh wind swept through the waving garlands of bright sea-moss， and the distant murmur of dashing waves came softly on the air. Soon troops of graceful Spirits flitted by， and when they found the wondering Elf， they gathered round him， bringing pearl-shells heaped with precious stones， and all the rare， strange gifts that lie beneath the sea. But Thistle wished for none of these， and when his tale was told， the kindly Spirits pitied him； and little Pearl sighed， as she told him of the long and weary task he must perform， ere he could win a crown of snow-white pearls like those they wore. But Thistle had gained strength and courage in his wanderings， and did not falter now， when they led bim to a place among the coral-workers， and told him he must labor here， till the spreading branches reached the light and air， through the waves that danced above.
With a patient hope that he might yet be worthy of Lily-Bell， the Fairy left the lovely spirits and their pleasant home， to toil among the coral-builders， where all was strange and dim. Long， long， he worked； but still the waves rolled far above them， and his task was not yet done； and many bitter tears poor Thistle shed， and sadly he pined for air and sunlight， the voice of birds， and breath of flowers. Often， folded in the magic garments which the Spirits gave him， that he might pass unharmed among the fearful creatures dwelling there， he rose to the surface of the sea， and， gliding through the waves， gazed longingly upon the hills， now looking blue and dim so far away， or watched the flocks of summer birds， journeying to a warmer land； and they brought sad memories of green old forests， and sunny fields， to the lonely little Fairy floating on the great， wild sea.
Day after day went by， and slowly Thistle's task drew towards an end. Busily toiled the coral-workers， but more busily toiled he； insect and Spirit daily wondered more and more， at the industry and patience of the silent little Elf， who had a friendly word for all， though he never joined them in their sport.
Higher and higher grew the coral-boughs， and lighter grew the Fairy's heart， while thoughts of dear Lily-Bell cheered him on， as day by day he steadily toiled； and when at length the sun shone on his work， and it was done， he stayed but to take the garland he had won， and to thank the good Spirits for their love and care. Then up through the cold， blue waves he swiftly glided， and， shaking the bright drops from his wings， soared singing up to the sunny sky.
On through the fragrant air went Thistle， looking with glad face upon the fair， fresh earth below， where flowers looked smiling up， and green trees bowed their graceful heads as if to welcome him. Soon the forest where Lily-Bell lay sleeping rose before him， and as he passed along the cool， dim wood-paths， never had they seemed so fair.
But when he came where his little friend had slept， it was no longer the dark， silent spot where he last saw her. Garlands hung from every tree， and the fairest flowers filled the air with their sweet breath. Bird's gay voices echoed far and wide， and the little brook went singing by， beneath the arching ferns that bent above it； green leaves rustled in the summer wind， and the air was full of music. But the fairest sight was Lily-Bell， as she lay on the couch of velvet moss that Fairy hands had spread. The golden flower lay beside her， and the glittering robe was folded round her little form. The warmest sunlight fell upon her， and the softest breezes lifted her shining hair.
Happy tears fell fast， as Thistle folded his arms around her， crying， "O Lily-Bell， dear Lily-Bell， awake！ I have been true to you， and now my task is done."
Then， with a smile， Lily-Bell awoke， and looked with wondering eyes upon the beauty that had risen round her.
"Dear Thistle， what mean these fair things， and why are we in this lovely place？"
"Listen， Lily-Bell，" said the Brownie King， as he appeared beside her. And then he told all that Thistle had done to show his love for her； how he had wandered far and wide to seek the Fairy gifts， and toiled long and hard to win them； how he had been loving， true， and tender， when most lonely and forsaken.
"Bird， bee， and blossom have forgiven him， and none is more loved and trusted now by all， than the once cruel Thistle，" said the King， as he bent down to the happy Elf， who bowed low before him.
"You have learned the beauty of a gentle， kindly heart， dear Thistle； and you are now worthy to become the friend of her for whom you have done so much. Place the crown upon her head， for she is Queen of all the Forest Fairies now."
And as the crown shone on the head that Lily-Bell bent down on Thistle's breast， the forest seemed alive with little forms， who sprang from flower and leaf， and gathered round her， bringing gifts for their new Queen.
"If I am Queen， then you are King， dear Thistle，" said the Fairy. "Take the crown， and I will have a wreath of flowers. You have toiled and suffered for my sake， and you alone should rule over these little Elves whose love you have won."
"Keep your crown， Lily-Bell， for yonder come the Spirits with their gifts to Thistle，" said the Brownie. And， as he pointed with his wand， out from among the mossy roots of an old tree came trooping the Earth Spirits， their flower-bells ringing softly as they came， and their jewelled garments glittering in the sun. On to where Thistledown stood beneath the shadow of the flowers， with Lily-Bell beside him， went the Spirits； and then forth sprang little Sparkle， waving a golden flower， whose silvery music filled the air. "Dear Thistle，" said the shining Spirit， "what you toiled so faithfully to win for another， let us offer now as a token of our love for you."
As she ceased， down through the air came floating bands of lovely Air Spirits， bringing a shining robe， and they too told their love for the gentle Fairy who had dwelt with them.
Then softly on the breeze came distant music， growing ever nearer， till over the rippling waves came the singing Water Spirits， in their boats of many-colored shells； and as they placed their glittering crown on Thistle's head， loud rang the flowers， and joyously sang the birds， while all the Forest Fairies cried， with silvery voices， "Lily-Bell and Thistledown！ Long live our King and Queen！"
"Have you a tale for us too， dear Violet-Eye？" said the Queen， as Zephyr ceased. The little Elf thus named looked from among the flower-leaves where she sat， and with a smile replied， "As I was weaving garlands in the field， I heard a primrose tell this tale to her friend Golden-Rod."