"Oh yes! yes indeed, you good Wind!" cried the leaves. "We will give you as many kisses as you want, and we will thank you till you are tired of being thanked. Oh! how delightful it will be!" and they danced about and about, and they kissed the Wind, and he kissed them.

"And now, good-night!" he said. "Remember, not a word of this to the old Tree, for it would be a pity to rob him of the pleasure of such a charming surprise."

He flew away, but the leaves were too happy to go to sleep again. They whispered and chattered all night about their new dresses. This one would have yellow, and that one would have pink, and that one scarlet, while some of the older ones preferred a rich golden russet. And when morning came, they were still whispering and chattering, and could think of nothing else all day.

At last the wished-for night came; and a beautiful night it was, very cool, but perfectly still, and brilliant with moonlight and starlight. The little leaves waited and waited, till they were, oh! so sleepy! but no one came. At length, when their eyes were closing in spite of themselves, they felt a sudden cold strike them, a cold so intense that it almost took away their breath. They looked up, and saw advancing over the meadow towards them, a strange figure which they knew in a moment must be that of the great Frost. He was very tall and thin, and very pale; and his long robe, and his hair, and his long curling moustaches, looked exactly like silver. Indeed, there was a silvery glitter all about and around him, and as he passed lightly over the grass, it too seemed to them to silver under his feet. He came straight on, came to the tree. Then, without speaking a word, he drew out a long silver brush which had been hidden beneath his robe, and a palette covered with brilliant colors, and began to paint the leaves. But oh! what a deadly chill struck through them when the silver brush touched them. Cold, cold, cold! and a kind of numbness, and a heavy drowsiness, began to creep over them. But when they saw the gorgeous beauty of their new dresses, they were very proud, and tried to hold themselves up, and not to give way to this strange weakness and faintness. And at last, oh! at last, the final touch was given, and with one cold farewell glance from his bright, sharp eyes, the court painter of the great King Winter passed on over the meadow.

Soon morning broke, and the leaves, waking from their brief and uneasy slumber, looked around to see the splendor in which they were arrayed. How the sun stared at them, when he rose. He sent down a special sunbeam to give them his compliments and to say that he had never seen them look so charming. Oh! very proud were the little leaves, and very happy, they thought; but somehow they did not feel at all well. The day was bright and warm, and yet they were so cold, so cold! and the numbness and weakness still seemed creeping over them, and would not now be shaken off. And now the great Tree awoke, (for he was apt to sleep late, being very old.) But instead of being pleased, as his children thought he would be, when he saw their fine appearance, he sighed and wept.

"Ah, my children!" he said; "my poor unhappy children! I see what has happened. You have listened to the Wind, and the Frost has been with you; and now you will leave me, and I shall be alone again, as I have been so many, many years."

"Oh, no! no! Father Tree," cried the leaves, "we will stay with you always."

But the old Tree shook his head, and said, "No, my children! it is too late. You cannot choose now whether you will go or stay, and soon, soon I shall be left alone."

The little leaves did not understand this, and they tried to forget the sad words, and to be happy with their fine new dresses. But still they were so cold, so cold! and still the drowsy numbness kept creeping, creeping over them, and each day they became weaker and weaker. And one day, oh! one fearful day, the Wind came. Fiercely and furiously he flew across the meadow, savagely he rushed at the great Tree. "Now," he howled, "now, little leaves, will you come with me? ha! ha! now will you come?" he clutched the leaves, and they shivered and moaned, and clung to the branches. But alas! their strength was gone, they could no longer resist the blast: and in a moment they were whirled away and away, borne hither and thither on the wings of the mighty Wind, and at last dashed down on the earth, to shiver and die in the cold.

And once more the great Tree stood alone in the meadow.