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 humbly 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-Bell, 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, willful 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.