war-craft. They, at least, should be able to ram.

Repeller-beams which focused upon them were neutralized by the space-torpedoes' drives. They drove in frenziedly. But as they drew closer the power of the repeller-beams rose to incredible heights and overwhelmed the power of the little ships' engines and shorted the field-generating coils and blew out the motors—and the guided missiles were hurled away, broken hulks.

The fleet reached a mere five million miles from the planet Ades. Its separate members had come to realize their invincibility against all the assaults that could be made against them by the defending forces—unexpected as they were—of this small world.

The fleet divided, to take up appropriate stations above the planet and direct their projectors of annihilation downward. They would wipe out every living male upon the planet's surface. They would do it coldly, remorselessly, without emotion.

Presently the planet would become part of an empire which, in fact, had ceased to function. The action of the fleet would not only be horrible—it would be futile. But its personnel could not know that.

The giant ships took position and began to descend.

Odd little blue-white glows appeared in the atmosphere far below. They seemed quite useless, those blue-white glows. The only effect that could at once be ascribed to them was the sudden vanishing of a dozen little ships preparing to make, for the hundredth time, despairing dashes at the monsters. Those little ships winked out of existence—gone into transmitter-drive.

And then the big ships wavered in their flight. Automatic controls seemed to take hold. They checked in their descent, and presently were motionless....

A roar of triumph came to Kim Rendell's ears from the space-phone speaker in the Starshine's control-room. The Mayor of Steadheim bellowed in exultation.

"We got 'em, by Space! We got 'em!"

"Something's happened to them," said Kim. "What?"

"I'm sending up a couple of shiploads of women," rumbled the Mayor of Steadheim zestfully. "Women from Khiv Five. They'll take over! Remember you had us go to ground to salvage the two ships that crashed there?

"They bounced when they landed. They shook themselves apart and spilled 

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