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up there,watching and waiting.

  Nearer and nearer the crest he worked his wary way, until he was soclose that he fancied he could see the vague outline of somemonstrous silvery bulk looming there in the heart of the redthicket. He took another cautious step forward--and then his carefulstalking was sharply interrupted.

  Without a second's warning there came the roaring rush of greatwings beating the air just above him. Powell tried to dive forcover, but he was too late. A slender snaky tentacle came lashingdown and struck his shoulder with a force that sent him sprawlingforward upon his face. Before he could rise, two of the tentaclestwined around him, and he was jerked up into the air like awood-grub captured by a husky robin.

  Again the great wings above him threshed the air in tremendouspower, as the unseen monster started away with its prey. Then thetentacles from which he was dangling shifted their grip slightly,turning Powell's body in the air so that he could look up and gethis first glimpse of the thing that had captured him. He shudderedat what he saw. The creature was a hideous combination of octopusand giant bat.

  Naked wings of membrane spanned twenty feet from tip to tip. Therewas a pursy sac-like body, ending in a head with staring, lidlesseyes and a great black beak that looked strong enough to shear sheetsteel. From the body descended half a dozen long writhing tentacles.

  * * * * *

  Powell's one hundred and eighty pounds made a weight that wasapparently a burden for even this flying monster. It flew jerkilyalong, scarcely a dozen feet from the ground, and there waslaborious effort obvious in every movement of its flapping wings.Powell decided to make a prompt break for escape before theoctopus-bat succeeded in fighting its way any higher. His left armwas still pinioned to his body by one of the constricting tentacles,but his right hand, with the automatic in it, was free.

  He swung the weapon's muzzle into line with the hideous face abovehim, then sent a stream of lead crashing upward into the creature'shead. The bullet struck squarely home. The tentacles tightenedconvulsively with a force that almost cracked Powell's ribs. Then inanother paroxysm of agony the tentacles flung him free.

  The impetus of his fall sent him rolling for a dozen feet. Unhurt,save for minor scratches and bruises, he scrambled to his feet justin time to see the mortally wounded octopus-bat come crashing downin the red vegetation some thirty yards away. For a few minutesthere was audible a convulsive threshing; and then there wassilence.

  Powell refilled the automatic's clip, then looked about, trying toregain his bearings. He wanted to return to the thicket of theTinkling Death, but the octopus-bat had carried him hundreds ofyards from there and he was now uncertain even of the direction inwhich the thicket was.

  As he paused in indecision, there came to Powell's ears a new soundthat promptly drove all thought of the Tinkling Death from his mind.

  * * * * *

  The sound of his gun against the octopus-bat had apparentlyattracted new and unseen assailants--and their number was legion.Swiftly closing in upon him from every side there came the rustleand whisper of countless thousands of unseen foes advancing throughthe dense red thickets.

  Completely hemmed in as he was, flight was out of the question. Hesought the center of a small clearing, some ten feet in diameter, inorder to gain at least a moment's sight of his adversaries beforethey swarmed in upon him. With an automatic in each hand, he waitedtense and ready.

  The encircling rush came swiftly nearer, until Powell was suddenlyaware that the unseen horde had arrived. The thicket bordering histiny clearing was literally alive with yard-high furry bodies ofcreatures that dodged about too swiftly in the cover of the redbushes for him to get a clear view of any of them. There was aconstant babel of snarling, chattering sound as the things calledback and forth to each other.

  Then the chattering stopped abruptly, as though at the command ofsome unseen leader. The next moment one of the creatures steppedboldly out into full view in the clearing. Powell's scalp crinkledin disgust as he realized the nature of the thing confronting him.

  It was literally a rat-man. Its upright posture upon two powerful,bowed hind legs was that of a man, but its human-like points wereovershadowed by a dozen indelible marks of the beast. A coat ofshort, dirty gray fur covered the creature from head to foot. Itshands and feet were claw-like travesties of human members. Itspointed, chinless face with its projecting teeth and glitteringlittle beady eyes was that of a giant rodent.

  The beast in the clearing was apparently a leader of some sort, foraround his throat was a wide collar of gray metal, with its flatsurface marked in rudely scratched hieroglyphics. Powell's heartleaped as he noted the collar. In this creature before him he hadhis second clue to the whereabouts of Joan Marlowe.

  Not only was the collar practically identical to the one worn by theskeleton that had been materialized in the egg back in thelaboratory, but the skeleton itself was obviously that of one of therat-men. Could it be this grotesque horde of human-like rodents thatwas holding Joan captive in the Cave of Blue Flames?

  * * * * *

  Powell tried desperately to think of some way of communicating withthe gray-collared leader. Then the beast shrilled a command thatbrought hundreds of the beasts swarming into the clearing from everyside, and in the face of the menace of their countless glitteringeyes and bared fangs Powell abandoned all thought of attempting toparley with the beasts.

  There was another shrill command from the leader, and the hordeclosed in. Both of Powell's guns flamed in a crashing leaden hailthat swept the close-packed ranks of furry bodies with murderouseffect. But he was doomed by sheer weight of numbers.

  The rat-men directly in front of the blazing pistols waveredmomentarily, but the press of the hundreds behind them swept theminexorably forward. Powell emptied both guns in a last vain effort.Then he was swept from his feet, and the horde surged over him.

  Blinded and smothered by the dozens of furry bodies that swarmedover him, he had hardly a chance to even try to fight back. Hiscartridge-belt and guns, his Silver Belts and his wrist-watch werestripped from him by the dozens of claw-like hands that searched hisbody. Other claw-hands jerked his arms behind his back and lashedthem firmly together with rope.

  A blanketing sheet of some heavy fabric was crammed over his headand tied in place so tightly that he was completely blindfolded andhalf-suffocated. A noose was knotted around his neck. A suggestivejerk of this noose brought Powell lurching to his feet; there wasanother commanding jerk, and he obediently started walking.

  * * * * *

  The march that followed soon became torture for the captive.Blindfolded as he was, and having only the occasional jerks of ropeto guide his footsteps, he stumbled and fell repeatedly, until hisaching body seemed one solid mass of bruises.

  As nearly as he could judge, the horde had conducted him nearly twomiles when the path abruptly sloped downward. A moment later thesudden coolness of the air and the echoes about him told him thatthey had entered an underground passage of some kind. Aftertraversing this passage for several yards they emerged into what wasapparently a large open area, for he could hear the excitedchattering and squealing of countless thousands of rat-men on everyside of him.

  He was dragged forward a dozen steps more, then brought to a halt.The blindfolding fabric was roughly stripped from his head. For amoment he blinked dazedly, half-blinded by a glare of blue lightthat flooded the place.

  He was standing in a vast cavern. From dozens of fissures high inthe rock walls streamed flickering sheets of blue flame which bothwarmed and lighted the place. There was a weird tingling glow in theair that suggested that the strange blue fires might be electricalin their origin.

  Powell looked eagerly around for Joan, but he could see no trace ofher. The only other living beings in the big cavern were theswarming thousands of the rat-people. The brutes were apparently toolow in the evolutionary scale to have any but the most primiti
veform of tribal organization.

  Sitting on a rude rock throne just in front of Powell was agrotesquely fat, mangy-furred old rat-man who was obviously the kingof the horde. Some thirty or forty rat-men, larger and stronger thantheir fellows, wore the gray-metal collars that apparently markedthem as minor leaders.

  * * * * *

  The great bulk of the horde, numbering far into the thousands,swarmed in the cavern in one vast animal pack, sleeping, feeding,snarling, fighting. As Powell was halted before the king's throne,most of them abandoned their other pursuits to come surging aroundthe captive in a jostling, curious mob.

  The metal-collared leader of the pack that had captured Powellpresented the rat-king with the captive's gun-belt and two SilverBelts, accompanying the gifts with a squealing oration that wasapparently a recital of the capture. The old monarch took thetrophies with delight.

  The two Silver Belts were promptly draped over his own furryshoulders by the king--seemingly following the same