I'm sure I cannot tell just why, because the dew fairies had given them their bath, and the sunbeam fairies had dried them off, and the good mother tree had given them all a breakfast of fresh, sweet sap, which she herself had made for them.

But still the leaves were cross and unhappy, and with pouting lips and downcast eyes they stood stiff and still as they clung to the branches of the mother tree.

The little tree fairy was the first to notice it.

She lived in the branches of the tall poplar tree, and it made her very unhappy to see the cross ill-temper of her playmates, the leaves.

She asked them what the trouble was and if she could help them. But not one word would any of the leaves say. They only poked out their pouting lips and stood stiffer and crosser than ever before, even refusing to wave a good morning to their kind, little fairy friend.

No fairy likes to live with anyone who is cross and crabbed, you know, so this little tree fairy flew away, as fast as she could go, to Cloudland, where she could find more pleasant company I suppose.

The little sunbeam fairies were busy making a silver lining for the big black cloud, and hardly had time to look up from their work when the tree fairy entered.

"Oh," said the little tree fairy, "what a beautiful silver lining you are working on! I wish I could make some silver linings for the little poplar leaves!

"They are so cross to-day and I want to make them happy."

"We will be glad to help," said the little sunbeam fairies. "Come, and we will teach you how to make a silver lining!"

So the little tree fairy sat down and, threading her needle with a golden thread, was soon busy making a silver lining for every little leaf on the tall poplar tree,—and just to the pattern of their green dresses.

By nightfall she had finished every one and the little sunbeam fairies went with her to fit them on.

But the little poplar leaves were fast asleep and did not know when the fairies fitted their pretty silver linings, and when they woke up next morning, why, they still did not know, because they were too stiff and cross to look, and sat as still as ever without even smiling a good-morning to anyone.

Of course it made the little tree fairy very sad to find that the poplar leaves were not glad after she had worked so very hard to make them each a silver lining.

But she could not, she just could not live with little leaves that were always cross, you know. So off she flew again to Cloud-land to find someone who would help her get the leaves in a good humour once more.

This time she went to the rainbow fairies and asked them if they could tell her what to do.

"It must be very sad,' said the rainbow fairies, "to have to live with anyone who is always cross. We made a beautiful rainbow yesterday, across the sky where we were sure the poplar leaves could see it, but we think they did not even look. We are sure they did not smile. Why not tell the Storm King? He will blow them away in a twinkle."

"Oh, but I do not wish them blown away," sighed the little tree fairy. "I only want to make them happy again. I like to see them laugh and dance and sing the soft little songs they know. I miss them so when they are stiff and cross!

"If only they would look at the pretty silver linings I have made for them, I'm sure that would make them smile again."

"Well, we don't know what to tell you to do about it," said the rainbow fairies, "unless you are willing to go to Zephyr Castle where the tickle fairies live. A tickle fairy can make anything in the world laugh."

Now Zephyr Castle belonged to the great Storm King. It was the nursery where he kept the soft baby winds that had never grown up strong and fierce enough to go out with him on his visits to the earth world.

The little tree fairy was afraid of this great Storm King, because she had seen him blow away tall trees and large houses—he might blow down the poplar tree, she thought, if he knew about the cross leaves. That would ruin her petty bower, and besides, the poplar leaves would wither and die.

So, with bowed head, she turned sorrowfully away from the rainbow palace and started towards the earth-world again.

As she was walking on her way, the little tree fairy passed a great high cloud mountain, and stopped to listen, for, from a cave in the side of the mountain she heard music, wonderful and grand.

It sounded like a great wind organ, and its thundering tones rolled full and deep, then growing fainter and fainter and soft and low like the good-night carol of evening birds.

The little tree fairy was so charmed as she listened to the echoing tones that she crept closer and closer to the wonderful music, and the first thing she knew she found herself standing right in the very doorway of the great cloud mountain where lived the Storm King,—and it was the Storm King himself, playing in his great concert hall!

A wonderful king he was,—large and strong, with great broad shoulders, and hair and beard long and white like the driven snow. His cheeks were red and firm, and his eyes, the most wonderful of all, were bright and sparkling, yet deep and calm,—places where dreams like to lie.

The little tree fairy looked and listened,—she could not feel afraid of one like that,—and standing with uplifted head she waited until the Storm King had finished playing and closed his wonderful organ.

Then he turned and held out his hand to the little tree fairy, as though he knew she had been standing near, and asked her what it was that made her sad.

"It is because of the leaves on the tall poplar tree," she said; "they are so very cross and stiff I cannot bear to live with them.

"I have made them each a silver lining for their dress, but they have been too cross even to look at them, and I am afraid, if I live with those who are always cross, I myself might grow cross too."

And then a crystal tear stole down the cheek of the little tree fairy.

"Ah, I see," said the great Storm King, drawing the little tree fairy close to his side. "I see. Of course, you do not want to grow cross, my child,— that would be sad, indeed. For I have never heard of a cross fairy of any kind, and it must be very unpleasant, above all, for a little fairy to live, day after day, with someone who is always cross.

"And so you believe that I can help you?

"Have you not heard, little one, that I, the great Storm King, am very powerful? So strong that my very breath bends trees and snaps them off like a thread, uproots and casts them crushed and broken to the ground? That I scatter houses like paper and straws—that mortal men flee from me, and hide from the lightning I hold in my hand?

"Hast thou not heard?"

"Yes," replied the little tree fairy, softly, "all of this have I heard, and I know that you are powerful and strong. But you are gentle too, and your heart is always kind,—your music tells me so. I know that you can help me if you will."

"And I will," said the great Storm King, patting the little tree fairy gently on the head. "I will, because you believe.

"Go back to thy home in the tree, little fairy, and all shall be well with thee. I promise the leaves shall never be cross again, for I shall give the baby Zephyrs charge concerning them, and morning, noon, and night their merry little sides shall shake with laughter. I, the great Storm King, promise this.

"And why? Because of thy love, little one. Love is ever stronger than force. Go now, thy wish is granted thee."

And so it was as the great Storm King said, for when the little fairy reached the tall poplar tree again, the tickle fairies from Zephyr Castle had been there ahead of her, and with their slender fingers, dipped in laughter dust, had flown in and out among the leaves—thousands of tiny, tiny Zephyr fairies—and how they did tickle those leaves!

They tickled and tickled and tickled, and you should have seen those poplar leaves laugh!

Pouting lips went in and dimpled smiles came out, and the little leaves began to shake, and they laughed and laughed and laughed, until some of them tied themselves in double bow-knots and rolled upon the ground, and others turned themselves wrong side up, and—then, they saw their silver linings, which the little tree fairy had made for them, and that tickled them so, why, they laughed all over again!

And then the leaves on all the other trees caught the laughing spell, and they, too, shook with laughter, and together they laughed and laughed and laughed,—all the leaves in all the trees shaking with laughter until the whole world caught their joy and echoed it back.

And don't you know the little tree fairy was very, very happy?

The great Storm King has never since forgotten his promise, because as you yourself may see, the Zephyr fairies are always busy tickling the leaves and sprinkling laughter dust, and all little leaves have long ago forgotten how to be cross or sad.