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gate for some time, called out, "The Queen! the Queen!" and the three men at once threw them-selves flat up-on their fa-ces. Al-ice heard the tramp of feet and looked round, glad if at last she could see the Queen.

First came ten sol-diers with clubs; these were all shaped like the three men at the rose tree, long and flat like cards, with their hands and feet at the cor-ners; next came ten men who were trimmed with di-a-monds and walked two and two like the sol-diers. The ten chil-dren of the King and Queen came next; and the little dears came with a skip and a jump hand in hand by twos. They were trimmed with hearts.

Next came the guests, most of whom were Kings and Queens. Al-ice saw the White Rab-bit, with them. He did not seem at ease though he smiled at all that was said. He didn't see Al-ice as he went by. Then came the Knave of Hearts with the King's crown on a red vel-vet cush-ion; and last of all came The King and Queen of Hearts.

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At first Al-ice thought it might be right for her to lie down on her face like the three men at the rose tree, "but what would be the use of such a fine show," she thought, "if all had to lie down so that they couldn't see it?" So she stood where she was and wait-ed.

When they came to where she stood, they all stopped and looked at her, and the Queen said in a stern voice, "Who is this?" She spoke to the Knave of Hearts, who bowed and smiled but did not speak.

"Fool!" said the Queen with a toss of her head; then she turned to Al-ice and asked, "What's your name, child?"

"My name is Al-ice, so please your ma-jes-ty," said Al-ice, but she thought to her-self, "Why they're a mere pack of cards. I need have no fears of them."

"And who are these?" asked the Queen, as she point-ed to the three men who still lay round the rose tree; for you see as they all lay on their faces and their backs were the same as the rest of the pack, she could not tell who they were.

"How should I know?" said Al-ice, and thought it strange that she should speak to a Queen in that way.

The Queen turned red with rage, glared at her for a mo-ment like a wild beast, then screamed, "Off with her head! Off—"

"Non-sense!" said Al-ice, in a loud, firm voice, and the Queen said no more.

The King laid his hand on the Queen's arm and said, "Think, my dear, she is but a child!"

The Queen turned from him with a scowl and said to the Knave, "Turn them o-ver!"

The Knave did so, with one foot.

"Get up!" said the Queen in a shrill loud voice, and the three men jumped up, at once, and bowed to the King, and Queen and to the whole crowd.

"Leave off that!" screamed the Queen; "you make me gid-dy." Then she turned to the rose tree and asked, "What have you been do-ing here?"

"May it please your ma-jes-ty," said Two, and went down on one knee as he spoke, "we were try-ing—"

"I see!" said the Queen, who in the mean time had seen that some of the ros-es were paint-ed red and some were still white. "Off with their heads!" and the crowd moved on, while three of the sol-diers stayed to cut off the heads of the poor men, who ran to Al-ice for help.

"They shan't hurt you," she said, as she hid them in a large flow-er pot that stood near. The three sol-diers walked round and looked for them a short while, then marched off.

"Are their heads off?" shout-ed the Queen.

"Their heads are gone, if it please your ma-jes-ty," the sol-diers shouted back.

"That's right!" shouted the Queen. "Can you play cro-quet?" she asked Al-ice.

"Yes," shouted Al-ice.

"Come on then!" roared the Queen, and Al-ice went on with them.

"It's—it's a fine day!" said a weak voice at her side. It was the White Rab-bit who peeped up in-to her face.

"Yes," said Al-ice: "where's the Duch-ess?"

"Hush! Hush!" said the Rab-bit, in a low tone. He looked back as he spoke, then raised up on tip-toe, put his mouth close to her ear and whis-pered, "She's to have her head cut off."

"What for?" asked Al-ice.

"Did you say, 'What a pit-y!'?" the Rab-bit asked.

"No, I didn't," said Al-ice: "I don't think it's at all a pit-y. I said 'What for?'"

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"She boxed the Queen's ears—" the Rab-bit be-gan. Al-ice gave a lit-tle scream of joy.

"Oh, hush!" the Rab-bit whis-pered in a great fright. "The Queen will hear you! You see she came late, and the Queen said—"

"Each one to his place!" shout-ed the Queen in a loud voice, and peo-ple ran this way and that in great haste and soon each one had found his place, and the game be-gan.

Al-ice thought she had nev-er seen such a strange cro-quet ground in all her life: it was all ridges; the balls were live hedge-hogs; the mal-lets were live birds, and the sol-diers bent down and stood on their hands and feet to make the arch-es.

At first Al-ice found it hard to use a live bird for a mal-let. It was a large bird with a long neck and long legs. She tucked it un-der her arm with its legs down, but just as she got its neck straight and thought now she could give the ball a good blow with its head, the bird would twist its neck round and give her such a queer look, that she could not help laugh-ing; and by the time she had got its head down a-gain, she found that the hedge-hog had crawled off. Then too there was al-ways a ridge or a hole in the way of where she want-ed to send her ball; and she couldn't find an arch in its place, for the men would get up and walk off when it pleased them. Al-ice soon made up her mind that it was a ve-ry hard game to play.

The Queen was soon in a great rage, and stamped a-bout, shout-ing "Off with his head!" or "Off with her head!" with each breath.

Al-ice felt quite ill at ease; to be sure, she had not as yet had cause to feel the wrath of the Queen, but she knew not how soon it might be her turn; "and then," she thought, "what shall I do?"

As she was look-ing round for some way to get off with-out be-ing seen, she saw a strange thing in the air, which she at last made out to be a grin, and she said to her-self, "It's the Cat; now I shall have some one to talk to."

"How do you do?" said the Cat as soon as its whole mouth came out.

Al-ice wait-ed till she saw the eyes, then nod-ded. "It's no use to speak to it till its ears have come, or at least one of them." In a short time the whole head came in view, then she put down her bird and told him of the game; glad that she had some one that was pleased to hear her talk.

"I don't think they are at all fair in the game," said Al-ice with a scowl; "and they all talk so loud that one can't hear one's self speak—and they don't have rules to play by; at least if they have, they don't mind them—and you don't know how bad it is to have to use live things to play with. The arch I have to go through next walked off just now to the far end of the ground—and I should have struck the Queen's hedge-hog, but it ran off when it saw that mine was near!"

"How do you like the Queen?" asked the Cat in a low voice.

"Not at all," said Al-ice, "she's so—" Just then she saw that the Queen was be-hind her and heard what she said; so she went on, "sure to win that it's not worth while to go on with the game."

The Queen smiled and passed on.

"Who are you talk-ing to?" said the King, as he came up to Al-ice and stared at the Cat's head as if it were a strange sight.

"It's a friend of mine—a Che-shire Cat," said Al-ice.

"I don't like the look of it at all," said the King; "it may kiss my hand if it likes."

"I don't want to," said the Cat.

"Don't be rude; and don't look at me like that," said the King.

"A cat may look at a king," said Al-ice. "I've read that in some book, but I can't tell where."

"Well, it must get off from here," said the King in a firm voice, and he called to the Queen, who was near, "My dear! I wish you would see that this cat leaves here at once!"

The Queen had but one cure for all ills, great or small. "Off with his head," she said, and did not so much as look round.

"I'll fetch the sol-dier my-self," said the King, and rushed off.

Al-ice thought she might as well go back, and see how the game went on. She heard the Queen's voice in the dis-tance, as she screamed with rage, "Off with his head! He has missed his turn!" Al-ice did not like the look of things at all, for the game was so mixed she could not tell when her turn came; so she went off to find her hedge-hog.

She came up with two hedge-hogs in a fierce fight, and thought now was a good time to strike one of them, but her mal-let was gone to the oth-er side of the ground, and she saw it in a weak sort of way as it tried to fly up in-to a tree.

By the time she had caught the bird and brought it back, the fight was o-ver, and both hedge-hogs were out of sight. "I don't care much," thought Al-ice, "for there is not an arch on this side the ground." So she went back to have some more talk with her friend.

When she reached the place, she found quite a crowd round the Cat. The King and the Queen and the sol-dier who had come with the axe, to cut off the Cat's head, were all talking at once, while all the rest stood with closed lips and looked quite grave.

As soon as they saw Al-ice, they want-ed her to say which one was right, but as all three spoke at once, she found it hard to make out what they said.

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The sol-dier said that you couldn't cut off a head unless there was a bod-y to cut it off from; that he had nev-er had to do such a thing, and he wouldn't be-gin it now, at his time of life.

The King said that all heads could be cut off, and that you weren't to talk non-sense.

The Queen said, if some-thing wasn't done in less than no time, heads should come off all round. (It was this last threat that had made the whole crowd look so grave as Al-ice came up.)

Al-ice could think of nothing else to say but, "Ask the Duch-ess, it is her Cat."

"Fetch her here," the Queen said to the sol-dier, and he went off like an ar-row.

The Cat's head start-ed to fade out of sight as soon as he was gone, and by the time he had come back with the Duch-ess, it could not be seen at all; so the King and the man ran up and down look-ing for it, while the rest went back to the game.

CHAPTER IX. THE MOCK TUR-TLE.

"You can't think how glad I am to see you once more, you dear old thing!" said the Duch-ess as she took Al-ice's arm, and they walked off side by side.

Al-ice was glad to see her in

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