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In this animated reverie, ambient sound and poetic narration evoke the experiences of a young boy in the forest at twilight. Accompanied by a friend, the boy walks past vigilant rocks and a sentinel tree, hears the grasses' silent plea ("don't tread on us, leave us be"), espies a spider in his web and two worms snug in their leafy bed. In the darkening sky, they watch clouds billow by tickling the snoring moon. Arriving home, the boy wonders where the path of the nearby river flows.