croaked. Elene managed a sob or two. The Voornizar grinned evilly at their panic, then peered behind them.

"Where is the Martian?" he snarled.

"We got separated in the dark some time ago—never could locate him again," Art answered.

"We'll find him; he can't go far," rasped the creature. "Meanwhile, I will take you to Dwalbuth, who will see that you suffer adequately for this attempt at escape. In the absence of the Earthman, who wants to preserve you as his assistants, our Mighty Shan will dispose of you as he sees fit."

The guard carried a powerful torch, and had no trouble in finding the way out of the pits. They entered a level which had evidently been the quarters of the well-to-do class of ancients. There were many furnishings and decorations, most of which were badly faded and deteriorated. Hosts of Voornizar were hurrying about on various errands. Dwalbuth had evidently established headquarters here, from which he superintended the preparation of the huge radium fleet. How Klalmar-lan would ever follow them through this swarming hive was beyond Art.

The guard led them to a huge room where Dwalbuth was snarling orders to a group of his lieutenants. On sighting the Earthmen, he dismissed his henchmen.

"Perhaps," he began, "I have not made it clear to you just how insignificant you, and your form of life, is in our scheme of things. We have wiped out many races stronger than you, on a score of planets, in my time. We are strong, immortal; you are weak, you suffer pain easily. Do not try my patience with any more escape attempts. And you had better tell me what you have done with that guard." There was only silence. He screamed, "What did you do with that guard?" A great three-toed claw, or hand, shot out, stopped an inch from Elene's terror-stricken face.

"I have heard that your men consider you beautiful to look upon," sneered Dwalbuth, "I will change that face to a seared mask if you do not tell me, immediately." Then Art leaped. He threw himself on the arm with its grasping claw, bore it down. White hot, burning agony shot through his hands and arms. Then, miraculously, it stopped. Dwalbuth was sagging to the floor. But there came a vicious crackling as the guard whirled to train his heat ray on them. Then he, too, collapsed. Klalmar-lan stood in the door, grinning as he switched on his disintegrator.

"Fasten this door the best you can," he commanded, "while I finish off these two. Hate to 

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