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 jellyfish no bigger than pins’ heads, a string of salpae 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 Caesar.

“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 newborn creatures, of more shapes and colours than man ever dreamed. And they were Mother Carey’s children, whom she makes out of the seawater 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 anyone can make things, if they will take time and trouble enough: but it is not everyone 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.

“So it is, my dear child,” said Mother Carey; “and I will tell you a story, which will show you that I am perfectly right, as it is my custom to be.

“Once on a time, there were

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