perhaps a thousand dwellings, all seemingly built of slabs of the porous forest trees, with walls and roofs of thatch. The houses nestled between the great fantastic trees. Some were like birds' nests in the branches, with vine-ladders from the ground leading up to them. The colors of the thatch were vivid blue, red and yellow. It was a fairyland of woodland fantasy, peopled by the humans of this scattered, futile Venus-race. I had seen gaping groups of them as Venta and I pushed through them, heading for old Prytan's dwelling. Men, women and children crowded the flower-lined, crooked little city streets. They were all gaudily-dressed in toga-like fabrics made from the vivid-colored, dried vegetable fibres. A few of them had fled here from Shan where they had picked up a little English from the Earth-conquerors. But most of them babbled at me in their own weird tongue. They were a gentle people. The lack of struggle, lack of accomplishment for generations now, had stamped them with a futility. Here in the benign climate of Venus they had grown content with simple wants. Love-making, music—that was enough for them. The Midge attended their every want. Decadence perhaps, but who shall say but what it is to be preferred to the bloody upward struggles of our own Earth's history? All that too, had been upon Venus. Far ahead of Earth in the life-cycle of its humans, there had been great scientific civilizations here. The science of war had risen into all its ghastly power and then had destroyed itself, with mankind at last coming to realize its tragic futility. There were ruins of great cities here, with the silt of centuries upon them and the forests growing lush amid their wreckage. "You two Earthmen are not quite like Curtmann and his fellows," old Prytan said to me. His eyes twinkled beneath his shaggy white brows. His seamed old face wrinkled with a smile. "No," I said. "We hope not." "But your Earth still struggles, with each man wanting more than his neighbor." We were in a room of a huge, crudely-built dwelling of thatch. A thousand Midges had woven it in a day. Venta was here; and draped on the floor at her feet was the graceful, gaudily-clad figure of a young Venusman. His name was Jahnt. He was her cousin, I understood. A handsome fellow with longish, bushy dark hair; an oval face with pointed chin, hawk nose and eyes with an almost Oriental slant. He spoke English as fluently as Venta. I don't know why I took an instant dislike to him, save that he always