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 tower out of the sunlight, but he gave poor Briar-Rose a great fright, and she was in two minds whether to turn back or not, but the winding staircase looked very inviting and she wanted to see whither it led, so gathering up her skirts to avoid any creepy things that might be crawling about, she ran up the stairway as fast as she could, round and round until she reached the top. There she came upon another door.

In this door also was a rusty key, and Briar-Rose turned it as easily as she had turned the first. Then she pushed open the door and entered.

She found herself in a small room lighted by narrow windows, Beneath one of these windows was a couch, and in front of it sat an old woman with a spinning- wheel.

“Good-morrow, Motherkin,” said the Princess. “What are you doing?”

“I am spinning, my pretty child,” answered the old woman without ceasing her work.

“Spinning?” asked the Princess. “Oh, do let me see! What is that thing which goes round so merrily?”

“That is the spinning-wheel,” said the old woman. “Why, child, you speak as though you had never seen such a thing before,”

“Indeed, I have not,” said the Princess. “How interesting it is! I wonder whether I could do it as well as you. Will you let me try?”

“Why, of course,” said the old woman, “every young girl should know how to spin. Here you are, my dear,” and she gave Briar-Rose the spindle.

Now whether the Princess in her eagerness to seize the