previous accident, only to grow careless again. "But it was nice in you fellers to shoo him that way. I sure thought he'd run right over you, but he didn't. Must 'a knowed from the way you talked to him you didn't mean to hurt him any."

"Well, we must be going on, Gabe, as we're in the cross-country run," said Bristles, who had been trying to study the face of the butcher's boy.

"Say, I'd like to be along with you, sure I would," remarked Gabe, wistfully. "Used to be some runner myself; but don't get no chanct nowadays. But I reckon it's all right, 'cause she says I'm a-doin' fine. Mebbe some day I can have a little fun like the rest of the fellers. I'm a heap 'bliged to both of you for holdin' up the hoss. G'lang, Rube!"

Swish! came the whip down on the withers of the late frisky runaway, and Gabe went helter-skelter down the road, headed for his next stopping place.

During the late summer the public spirited citizens of Riverport, led by Judge Colon, had started to raise funds in order to equip a much needed gymnasium with the latest appliances required by those who would train their muscles, and make themselves healthier by judicious exercise.

Mechanicsburg, up the river three miles, had done that for her school; and Riverport was trying to at least equal the generous spirit of the business men of the other town.

"Oh! the gym's just booming right along," declared Bristles, enthusiastically. "You know they've already got a long lease on the big rink where they used to have roller skating years ago. A cinder path has been laid around the whole of the circuit, equal to any outdoor track going. Great times we're going to have this winter, I tell you, Fred!"

"And, Bristles, how about the money for all the outfit—punching bags, parallel bars, boxing gloves, basketball stuff, and all the other things needed in an up-to-date gym?"

"Heard last night," said the other, joyfully, "that it had all been subscribed, and the order sent on. We'll soon be in the swim for keeps. But, while the good weather lasts let's keep outdoors. We can practice all sorts of stunts, so as to be ready to contest with those Mechanicsburg boys in an athletic meet. Great times ahead of us yet, old fellow! Hope we manage to snatch some of the prizes away from our old rivals; though they say it's just wonderful how clever they're sprinting and jumping up-river."

"We heard that sort of talk about football, and then when the boat race was planned didn't they say Mechanicsburg had a crew that was just a wonder?" Fred remarked, with a pleasant and cheery laugh.

"You're right, they did, Fred; and yet we licked the spots out of 'em both times. And we can do it some more, if we keep on practicing our stunts as Brad wants us to. Ten to one now they haven't got as fast a sprinter as our long legged Colon in their whole school. And when it comes to long-distance racing they'll have to look pretty far to find anybody who can hold out like Fred Fenton."

"Oh! let up on that kind of talk, Bristles; perhaps I might hold up my end of the log; and again there's a chance they've got a better man up there. I remember some of their fellows got around the bases like fun; and could carry the ball across the gridiron once they got hold of it. You never can tell what the best runner might be up against in a long race. Look at me to-day, stubbing my toe at the start; if this had been the big occasion that would have put me out of the procession in a hurry."

"Let's start on a little sprint again, now that we're getting close to the cross-road tavern. I can see it yonder through the trees. Old Adam will think we're handicap runners, catching up on the leaders. Here we go, Fred!"

Reaching the tavern at the spot where the roads crossed, they halted to get a cool drink, and ask a few questions. Somehow they saw nothing of any of the other runners, though the proprietor of the place told them several had come and gone. They found the names of Colon, Dave Hendricks and Corney Shays on the official pad that had been left at this important point, in order that each contestant might place his signature on it when he arrived, proving that he had fully covered the requirements of the run.

Once more the two lads started on their way at a good pace, since their short rest had refreshed them considerably.

"Look at the gray squirrel!" exclaimed Bristles, who was beginning to get winded after a mile of this jogging work, because he had not yet learned never to open his mouth while running, if it could be avoided.

"He's laying in his store of shagbark hickories for the winter," declared Fred; "and you better believe he picks only the good ones. I never yet found a bad nut in any store laid away by a squirrel. They know what's juicy and sweet, all right."

"Hold on!" said Bristles, coming to a stop.

"What's the matter now; hear any more runaways?" asked Fred, laughing; but at the same time coming to a walk in order to accommodate his panting chum.

"No, but there's an old farmhouse through the trees there, and I can see a fine well. Makes me feel dry again just to glimpse it. Come on, let's have a drink," and Bristles led the way between the trees toward the lonely looking place.

"A queer spot, Fred," he remarked. "Looks like it's deserted; and yet there's smoke coming out of the chimney; and I saw a pig run around the corner of that little stable. Here's our well; draw a bucket while I get my wind. Oh! did you hear that, Fred? It sounded just for all the world like a groan; and, as sure as anything, it came right out of this same well!"

CHAPTER III

OUT OF THE DEPTHS

The two boys turned to look at one another; and if they showed signs of alarm it was hardly to be wondered at.

"Oh! there it is again, Fred!" whispered Bristles, as a second sound, that was certainly very like a groan, came from the well.

Fred caught his breath. It was an unpleasant experience, to be sure; and might have tried the nerves of much older persons than two half-grown lads; but, after all, why should they be afraid?

"Somebody may have fallen down the well, and can't get out again," Fred remarked, with just the least tremor to his usually steady voice.

"Say, that's so," Bristles hastened to admit, as he cast a quick glance at the almost ropeless wooden windlass; "don't you see the bucket's away down? Whoever it is, Fred, they just can't climb up again. It takes you to get on the inside track of things, Fred."

"If that's so, it might account for the fact that nobody seems to be around the place," Fred went on to say.

"P'raps an old man lives here all alone, and he tripped over these stones when he went to lift the bucket of water out, and fell in himself. Gee! Fred, then it's up to us to get him out!"

The other stepped directly up to the edge of the old well. He saw that the coping was uneven, some of the stones being loose. It looked very much as if what Bristles had suggested might be the truth, and that some person, when striving to raise a heavy bucket, had lost his balance, slipped on the treacherous footing, and toppled into the well.

And, even as Fred Fenton bent down, he was thrilled to hear a third groan come out of the depths. Nevertheless, instead of starting back, he bent over further, as though hoping to look down and discover the truth.

"Can you see him?" asked Bristles, very white in the face, but bent on sticking it out as long as his chum did.

"Sorry to say I can't," replied the other, calmly now, and with an air of