glittering film of dust overlay their tunics and flesh, and over all, the impalpable feeling of disaster, of a gigantic tragedy, hung like a pall.

"Cataleptic!" Freml flashed the thought, as he examined the nearest beings. "A living death!"

"Rather," Bill Nardon said slowly, "a deathless sleep!" It occurred to him that the entire city was thus peopled with sleepers in oblivion—the ocean of submerged life Freml had sensed.

Upward through the broad ramps of a now motionless conveyor they ascended floor after floor, filled to over-flowing with inert Saturnians, until at last the conveyor ceased and only the polished walls of some unknown substance of what appeared to be an ascensor, remained. Nardon examined it carefully before pressing the colored disk on the side of its closed door. Noiselessly the panel slid aside revealing a shining quadrangle. Unhesitatingly they entered and the door automatically closed. A series of vari-colored disks made a triangular pattern on the left, and Bill pressed the black one at its apex. It shot upwards swiftly without the slightest jar, its incomparable smoothness gave no hint of the extraordinary speed save for the slight, hollow feeling in the pit of their stomachs its occupants felt. After a brief interval it stopped, decelerating as smoothly as it had begun, and the sliding door swept aside. And before them opened a great, transparent alcove beyond whose translucent walls and ceiling, the colossal theatricalism of the heavens was visible.

But Bill Nardon and the Panadur had no eyes for the sidereal spectacle above, two figures in the foreground held their eyes. A girl and what was evidently a man. Two figures, no more. And just now there was not the faintest hint of a belligerent move. Somehow the sight of that girl seated immobile with her exquisite hands folded on her lap, and the startling peacefulness of the man at the towering instrument he was playing, had a curious anticlimactic effect on Bill. He had not known what to expect—but surely, not this!

"Beware!" came the Panadur's warning with unusual force, as they advanced at the ready into the center of the alcove.

The man at the instrument ceased playing, and calmly, casually almost, leaned over to the silent girl and kissed her softly upon the lips, brushing the flower-like mouth with a fleeting caress. And before their uncomprehending eyes, a spectral-blue flash lit the alcove with its ghastly glare, as their lips met! Instantly, the girl's marvelously tinted flesh, 

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