Jerry Muskrat sat on the Big Rock in the Smiling Pool, which smiled no longer, and held his head in both hands, for his head ached. He had thought and thought and thought, until it seemed to him that his head would split; and with all his thinking, he didn't understand things any more now than he had in the beginning. You see, Jerry Muskrat's little world was topsy-turvy. Yes, Sir, Jerry's world was upside down! Anyway, it seemed so to him, and he couldn't understand it at all.

The Smiling Pool, the Laughing Brook, and the Green Meadows are Jerry Muskrat's little world. Now, as he sat on the Big Rock and looked about him, the Green Meadows were as lovely as ever. He could see no change in them. But the Laughing Brook had stopped laughing, and the Smiling Pool had stopped smiling. The truth is there wasn't enough of the Laughing Brook left to laugh, and there wasn't enough of the Smiling Pool left to smile.

It was dreadful! Jerry looked over to his house, of which he had once been so proud. He had built it with the doorway under water. He had felt perfectly safe there, because no one excepting Billy Mink or Little Joe Otter, who can swim under water, could reach him. Now the Smiling Pool had grown so small that Jerry's house wasn't in the water at all. Anybody who wanted to could get into it. There was the doorway plainly to be seen. Worse still, there was the secret entrance to the long tunnel leading to his castle under the roots of the Big Hickory-tree. That had been Jerry's most secret secret, and now there it was for all the world to see. And there were all the wonderful caves and holes and hiding-places under the bank which had been known only to Jerry Muskrat and Billy Mink and Little Joe Otter, because the openings had always been under water. Now anybody could find them, for they were plainly to be seen. And where had always been smiling, dimpling water, Jerry saw only mud. It was mud, mud, mud everywhere! The bulrushes, which had always grown with their feet in the water, now had them only in mud, and that was fast drying up. The lily-pads lay half curled up at the ends of their long stems, stretched out on the mud, and looked very, very sick. Jerry turned towards the Laughing Brook. There was just a little, teeny, weeny stream of water trickling down the middle of it, with here and there a tiny pool in which frightened trout and minnows were crowded. All the secrets of the Laughing Brook were exposed, just as were the secrets of the Smiling Pool. Jerry knew that if he wanted to find Billy Mink's hiding-places, all he need do would be to walk up the Laughing Brook and look.

"Yes, Sir, the world has turned upside down," said Jerry in a mournful voice.

"I believe it has," replied Grandfather Frog, looking up from the little pool of water left at the foot of the Big Rock.

"I know it has!" cried Jerry. "I wonder if it will ever turn upside up again."

"If it doesn't, what are you going to do?" asked Grandfather Frog.

"I don't know," replied Jerry Muskrat. "Here come Little Joe Otter and Billy Mink; let's find out what they are going to do."