At the instant of the lightning flash that came so near, Mother Black Bear had been racing for dear life to get to the safe shelter of the birch grove.

She knew that lightning is not so apt to strike in a birch grove as in the giant oaks where the storm had found them.

But then the cubs had both been close at her heels. The instant she missed Twinkly Eyes she turned back to find him. He lay flat on the ground, his heels in the air, just where he had tumbled when the big crash came. He was so frightened that he could scarce regain his feet. His legs trembled till he could go no further.

Mother Black Bear tried her best to carry him in her mouth, but he was so fat and roly-poly and wiggled so at every clap of thunder that she had to give it up.

Woof, who was close at her heels every minute, was all for climbing the tallest tree they could find, but Mother Black Bear selected a comparatively open patch with no tree higher than its neighbors; and there she crouched beside the cubs, covering them with her own body when the big drops turned to hailstones.

“It’s bad to be caught among the oaks in a thunder storm,” she told the cubs as they waited. “It’s bad to be caught under any tall tree. Better far, when a storm comes up, abandon your tree and wait out in the open where there is nothing to attract the lightning.

“There are only two things in all the Deep Woods that a bear ought really to be afraid of, and one of those is lightning—for there’s no fighting back,” said Mother Black Bear.

“What is the other thing you are afraid of, Mother?” asked Woof, “Mrs. Porcupine?”

“No, I’m not afraid of Mrs. Porcupine, if I did think best to let her have our tree. I just believe in keeping out of her way, that’s all.”

“Then what is the other thing you are afraid of?” asked Twinkly Eyes, whose trembling had ceased as the storm passed around to the south.

“Men with guns,” said Mother Black Bear im-press-ive-ly. (When you say a thing im-press-ive-ly, you try to impress it on other people’s minds, so they will never forget.) “You can’t fight men with guns. That is once when a bear just simply has to run away.”

“That would suit Twinkly Eyes, all right,” laughed Woof, poking his brother in the ribs. “Eh, there?”

The smaller cub gave a growl. “Just because I didn’t want to learn to swim!—I’ll teach you to be afraid yourself, one of these days! You see if I don’t!” he growled in his baby throat, as he thought of how Woof had pushed him into the lake.