"I am not quite ready," said Milly Mushroom. "I must grow bigger first."

She puffed herself out as fast as she could, and at last was ready to go up. She tied her hood over her face to keep the wind off her soft cheeks. Then she too sprang up.

"Oh, dear," she said, "how strange it feels up here!"

"You will soon grow used to it," said Billy Button. "Hurry up and grow, and turn pink like me."

Milly grew and grew and turned pink like Billy Button. Then she untied her hood and peeped out, showing her soft cheeks and pretty white collar.

"What a great world it is!" she said. "It is all so wide and high. I am a little afraid."

"This is only a bit of the world," said Billy Button. "I know, for the Flying Beetle told me. He has travelled far, and has seen wonderful sights. Ah! how I should like to travel!"

"I would rather stay at home," said Milly. She was trembling a little; everything seemed strange up here in the strong light.

"Grow close to me," said a friendly Thistle. "I will shelter you with my long arms." She stretched out one of her arms, and Milly nestled beneath it and was comforted.

All that day and night she and Billy Button grew so fast that when the next morning came they hardly knew one another.