Away went the tortoise, slow and easy. Off started Little Bear, running so fast that he was out of breath before he had passed the first oak tree, and was glad to stop a second and have a drink of dew from an acorn cup that Friend Treetoad offered him.

"Thank you," remarked Little Bear, as he returned the cup, "but that was not enough. I shall have to step over to the spring."

"Remember how the hare lost the race," Friend
Treetoad warned him.

"Oh, I shall not go to sleep," answered Little Bear, "and, really, Grandpa Tortoise walks slower than I thought he did."

Beside the spring were a number of Little Bear's old friends dressed in green satin coats, who were playing leapfrog. They asked Little Bear to play with them, and soon he was showing the frogs what long leaps he could make. And then, in a little while, many baby rabbits came and joined in the fun. The next that Little Bear knew, he was chasing baby rabbits over the rocks and catching nuts that the squirrels threw to him from the tree tops and having a joyful playtime.

An hour passed quickly, and then Little Bear suddenly remembered that he had started out to run a race. Back he ran to the path and away he flew toward the goal, while the baby rabbits laughed and danced and danced and laughed. Father Bear had sent them to play with Little Bear, but they did not know why he had sent them until that minute.

[Illustration: Grandpa Tortoise had reached his goal]

Stepping along, stepping along, slowly but surely, Grandpa Tortoise had reached the goal, just as he had in the long-ago day when he ran the race with the hare. Little Bear, as he came near the goal, heard the neighbors shouting, "Hurrah for the champion! Hurrah for the champion! Hurrah for Grandpa Tortoise!" Even Father Bear was shouting.

Little Bear remembered his manners and, as his father had told him what to do if he lost the race, straightway walked up and shook hands with Grandpa Tortoise. And the hare, although he must have been laughing in his sleeve, remembered his manners, too, and did not let anyone see him laugh.

After that the old friends and neighbors went home with the Three Bears to eat blackberries and honey and to tell stories round the fire. Grandpa Tortoise went too. He had traveled so slowly that he was not even tired. Little Bear asked a few questions, as usual, that afternoon when the stories were told, but he did not brag. And when Peter Hare winked at him once or twice he laughed.