friends of the Three Bears and of the hare and the
tortoise met in the woods to see the fun.

Little Bear noticed that, before the race began, the
hare and the tortoise were laughing about something,
but he did not even wonder what it was. He had nothing
to worry about.

At last the word was given: "One, two, three, go!"

[Illustration: He was out of breath before he had passed the first
oak tree]

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."