which the crepuscular creatures were all but invisible. Again and again the two heat-beams stabbed black shadows, once Tim thought he heard a brief, whimpering cry, but no winged creature, charred in death, hurtled from the eyrie point of vantage. Only the sound of great wings beating persisted—and once an ebon shape flung itself from an ebon shadow to rake sharp claws gratingly across Tim's bulger helmet. It had glided away again, mockingly, before he could spin to flame a shot after it.

Then Lane's free arm was thrusting at him. Lane's voice was sharp, incisive.

"Out of here! Dorothy first! Maybe there are just two of these devils—Ooow! Damn your rotten hide!"

He had turned to speak over his shoulder. In that moment of inattention, one of the bat-men had rocketed down upon him, slashed viciously at his gun-arm with clawed hands. Metal clattered on rock; Captain Lane went swiftly after the lost gun, groping for it blindly, down on his knees.

Tim had taken a backward step; now he moved forward again to cover the frenzied fumbling of the older man. His eyes were suddenly dazzled as Lane, desperate, used his flash to search for the weapon. And the skipper groaned.

"It's gone! It fell down that fissure! Mallory—quick! Do you have another gun? They're closing in—"

Beads of cold sweat had suddenly sprung out on Tim Mallory's forehead. Not only did he not have another gun—but the one he now held was about to become useless! A dim shape wheeled above him; he pressed the trigger, but no red flame leaped from the muzzle. Just a spluttering, ochre ray that simmered into nothingness a few feet above his head!

The gun's charge was practically exhausted. Battle with the proto-balls ... the constant drainage of raying their route-turns ... these had done it! There were fresh capsules in his ammunition kit, but in the length of time required to recharge the gun....

"A minute!" he cried. "Fight 'em off a minute! I have to—"

And he reached for a new capsule. But the skipper, misunderstanding, impatient, turned peril into disaster with his next, impetuous move.

"Don't stand there like an idiot, you Earthlubber!" he howled. "Here—give that to me!"

And he jerked the useless weapon from Tim's hand!

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