ick bushes and matted undergrowth； which somehow would not yield to the left； but only gave way when they turned to the right； and they had to go some distance along the bottom before they could find a way up the further bank。 Each time they clambered out； the trees seemed deeper and darker； and always to the left and upwards it was most difficult to find a way； and they were forced to the right and downwards。
After an hour or two they had lost all clear sense of direction； though they knew well enough that they had long ceased to go northward at all。 They were being headed off； and were simply following a course chosen for them 。 eastwards and southwards； into the heart of the Forest and not out of it。
The afternoon was wearing away when they scrambled and stumbled into a fold that was wider and deeper than any they had yet met。 It was so sleep and overhung that it proved impossible to climb out of it again； either forwards or backwards； without leaving their ponies and their baggage behind。 All they could do was to follow the fold 。 downwards。 The ground grew soft； and in places boggy； springs appeared in the banks； and soon they found themselves following a brook that trickled and babbled through a weedy bed。 Then the ground began to fall rapidly； and the brook growing strong and noisy； flowed and leaped swiftly downhill。 They were in a deep dimlit gully overarched by trees high above them。
After stumbling along for some way along the stream； they came quite suddenly out of the gloom。 As if through a gate they saw the sunlight before them。 ing to the opening they found that they had made their way down through a cleft in a high sleep bank； almost a cliff。 At its feet was a wide space of grass and reeds； and in the distance could be glimpsed another bank almost as steep。 A golden afternoon of late sunshine lay warm and drowsy upon the hidden land between。 In the midst of it there wound lazily a dark river of brown water； bordered with ancient willows； arched over with willows； blocked with fallen willows； and flecked with thousands of faded willowleaves。 The air was thick with them； fluttering yellow from the branches； for there was a warm and gentle breeze blowing softly in the valley； and the reeds were rustling； and the willowboughs were creaking。
'Well； now I have at least some notion of where we are！' said Merry。 'We have e almost in the opposite direction to which we intended。 This is the River Withywindle！ I will go on and explore。'
He passed out into the sunshine and disappeared into the long grasses。 After a while he reappeared； and reported that there was fairly solid ground between the clifffoot and the river； in some places firm turf went down to the water's edge。 'What's more；' he said； 'there seems to be something like a footpath winding along on this side of the river。 If we turn left and follow it； we shall be bound to e out on the east side of the Forest eventually。'
'I dare say！' said Pippin。 'That is； if the track goes on so far； and does not simply lead us into a bog and leave us there。 Who made the track； do you suppose； and why？ I am sure it was not for our benefit。 I am getting very suspicious of this Forest and everything in it； and I begin to believe all the stories about it。 And have you any idea how far eastward we should have to go？'
'No；' said Merry； 'I haven't。 I don't know in the least how far down the Withywindle we are； or who could possibly e here often enough to make a path along it。 But there is no other way out that I can see or think of。'
There being nothing else for it； they filed out； and Merry led them to the path that he had discovered。 Everywhere the reeds and grasses were lush and tall； in places far above their heads； but once found； the path was easy to follow； as it turned and twisted； picking out the sounder ground among the bogs and pools。 Here and there it passed over other rills； running down gullies into the Withywindle out of the higher forestlands； and at these points there were treetrunks or bundles of brushwood laid carefully across。
The hobbits began to feel very hot。 There were armies of flies of all kinds buzzing round their ears； and the afternoon sun was burning on their backs。 At last they came suddenly into a thin shade； great grey branches reached across the path。 Each step forward became more reluctant than the last。 Sleepiness seemed to be creeping out of the ground and up their legs； and falling softly out of the air upon their heads and eyes。
Frodo felt his chin go down and his head nod。 Just in front of him Pippin fell forward on to his knees。 Frodo halted。 'It's no good；' he heard Merry saying。 'Can't go another step without rest。 Must have nap。 It's cool under the willows。 Less flies！'
Frodo did not like the sound of this。 'e on！' he cried。 'We can't have a nap yet。 We must get clear of the Forest first。' But the others were too far gone to care。 Beside them Sam stood yawning and blinking stupidly。
Suddenly Frodo himself felt sleep overwhelming him。 His head swam。 There now seemed hardly a sound in the air。 The flies had stopped buzzing。 Only a gentle noise on the edge of hearing； a soft fluttering as of a song half whispered； seemed to stir in the boughs above。 He lifted his heavy eyes and saw leaning over him a huge willowtree； old and hoary。 Enormous it looked； its sprawling branches going up like reaching arms with many longfingered hands； its knotted and twisted trunk gaping in wide fissures that creaked faintly as the boughs moved。 The leaves fluttering against the bright sky dazzled him； and he toppled over； lying where he fell upon the grass。
Merry and Pippin dragged themselves forward and lay down with their backs to the willowtrunk。 Behind them the great cracks gaped wide to receive them as the tree swayed and creaked。 They looked up at the grey and yellow leaves； moving softly against the light； and singing。 They shut their eyes； and then it seemed that they could almost hear words； cool words； saying something about water and sleep。 They gave themselves up to the spell and fell fast asleep at the foot of the great grey willow。
Frodo lay for a while fighting with the sleep that was overpowering him； then with an effort he struggled to his feel again。 He felt a pelling desire for cool water。 'Wait for me； Sam；' he stammered。 'Must bathe feet a minute。'
Half in a dream he wandered forward to the riverward side of the tree； where great winding roots grew out into the stream； like gnarled dragos straining down to drink。 He straddled one of these； and paddled his hot feel in the cool brown water； and there he too suddenly fell asleep with his back against the tree。
Sam sat down and scratched his head； and yawned like a cavern。 He was worried。 The afternoon was getting late； and he thought this sudden sleepiness uncanny。 'There's more behind this than sun and warm air；' he muttered to himself。 'I don't like this great big tree。 I don't trust it。 Hark at it singing about sleep now！ This won't do at all！'
He pulled himself to his feet； and staggered off to see what had bee of the ponies。 He found that two had wandered on a good way along the path； and he had just caught them and brought them back towards t