of transmuted air, and the hum of powerful generators, blasting atoms were there. All combined to a weird symphony of light and dark, of sound and quiet. About F-1 were clustered floating tiers of science-machines, watching steadily. Flashes The tentacles writhed once more, straightened, and rolled back. The whine of generators softened to a sigh, and but three beams of force held the structure of glowing, bluish metal. It was a small thing, scarcely half the size of Roal. From it curled three thin tentacles of the same bluish metal. Suddenly the generators within F-1 seemed to roar into life. An enormous aura of white light surrounded the small torpedo of metal, and it was shot through with crackling streamers of blue lightning. Lightning cracked and roared from F-1 to the ground near him, and to one machine which had come too close. Suddenly, there was a dull snap, and F-1 fell heavily to the floor, and beside him fell the fused, distorted mass of metal that had been a science-machine. But before them, the small torpedo still floated, held now on its own power! From it came waves of thought, the waves that man and machine alike could understand. "F-1 has destroyed his generators. They can be repaired; his rhythm can be re-established. It is not worth it, my type is better. F-1 has done his work. See." From the floating machine there broke a stream of brilliant light that floated like some cloud of luminescence down a straight channel. It flooded F-1, and as it touched it, F-1 seemed to flow into it, and float back along it, in atomic sections. In seconds the mass of metal was gone. "It is impossible to use that more rapidly, however, lest the matter disintegrate instantly to energy. The Ultimate Energy which is in me is generated. F-1 has done its work, and the memory-stacks that he has put in me are electronic, not atomic, as they are in you, nor molecular as in man. The capacity of mine are unlimited. Already they hold all memories of all the things each of you has done, known and seen. I shall make others of my type." Again that weird process began, but now there were no flashing tentacles. There was only the weird glow of forces that played with, and laughed at matter, and its futilely resisting electrons. Lurid flares of energy shot up, now and again they played over the fighting, mingling, dancing forces. Then suddenly the whine of transmuted air died, and again the forces strained.