catch us, they'll have to move."

But fast though the Phantom was, the fleet hung steadily in her wake. Finally the Earthman switched on the boosters, auxiliary machines which drew power from intra-spacial emanations and built up the speed of the atomic motors. Gradually the fleet dropped behind.

"Close call!" Standish breathed. "Faggard almost got me that time."

X

Standish had never believed in hunches, yet the moment he entered the stratosphere of Lyra he knew something was wrong. A moment later he was free of the cloud level and over Calthedra. A wave of despair shot through him.

The city was a ruin. Not a single building remained. The great palace was a mass of debris, and the choked streets were deserted. With a great fear he headed the Phantom for the landing field. Here a cry of dismay escaped his lips.

The sleek space ships which had dotted the level were no more. Twisted lumps of metal and scattered pieces of broken machinery were all that remained of the fleet.

"In heaven's name," cried Dar-Ley, "what has happened?"

"Drum Faggard," said Standish heavily. "He attacked while we were gone. It must have been only his lieutenants we met off the moon."

The Phantom dropped to a landing, and the two men climbed out, followed by the crew. A death-like silence reigned. As he stood there staring at the grim devastation, the Earthman's fists clenched. The Lyrians, the prisoners, the Emperor ... had they all gone?

And then he thought of Thalia!

He lurched into a stumbling run and headed for the ruined city. In the metropolis the destruction was even more terrible. Ray guns had leveled every structure to the ground. Dead Lyrians lay on all sides. Every labor-saving device which had been constructed through Standish's efforts had been shattered.

But an instant later, in the midst of this wreckage, he saw a familiar figure stagger toward him. Ga-Marr!

The Emperor's son's face was caked with blood and his clothing was torn to shreds, but he managed to gasp a single word:

"Water...!"

Standish dispatched Dar-Ley back to the Phantom for a canteen, then tore off his coat and 

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