looked away in sudden panic. This creature was not telling the truth. She was hiding something; a sinister motive lay beneath her smooth speech.

"My friend," he said abruptly: "what of him?"

"For your sake, my Carson," she purred, "he too shall have the freedom of the realm for as long a time as is desired."

The cool fingers crept along his arm, firm and compelling. "Look at me," she whispered.

He thought of the pink gas as his eyes were drawn irresistibly to hers. What he saw in those gold-flecked depths sent a shiver of apprehension chasing down his spine. Savage, devastating desire mingled with ill-concealed rage at his coldness. This beautiful animal could turn like a flash and rend him limb from limb—and would on the slightest provocation.

A commotion in the corridor caused her to release him and sit bolt upright. Temporarily relieved, Blaine wheeled to face the portal. Tommy had broken loose! He heard his strident voice, berating an unseen antagonist in the tongue of the Llotta.

Then they were in the room, Tommy struggling and arguing vociferously with one of the green-bronze guards. The handmaidens had deserted their cushions and were milling about in affrighted confusion. The Zara's sibilant exclamation startled him into looking at her once more. The same cold fury that had greeted Antazzo glinted icy-hard in that grimly beautiful face. It was all over for poor Tommy.

But the Zara reached upward and stroked a transparent rod that dangled above the throne, something he had not noticed before. A screaming vibrant note smote the heavy air, a pulsation that beat at the ear drums with painful intensity. Silence fell as the awesome sound died away and echoed faintly from the huge columns that supported the arched ceiling. Tommy cooled off when he saw that Blaine was unharmed.

"Drekan!" The Zara's voice was a whiplash as she addressed the guard. "You will leave my presence and report to your overman for punishment. Never again molest the Earth men. Begone!"

Again this amazing woman curled in her cushions and again she purred. Tommy watched in open mouthed astonishment as she smiled guilelessly on his friend.

"You may leave me now, my Carson," she cooed. "Farley is free to accompany you. Pegrani will guide you and inform you regarding our customs and our people. You will learn much. And then you shall return to Zara Clyone."

Blaine had fully expected that Tommy would die a horrible death before his eyes, and in his sudden relief bent low and kissed the cold white hand of the Zara. A foolish thing to do! She purred and snuggled into the cushions like the feline she was—a dangerous animal; claws drawn in now but ready to strike out, razor sharp, on a moment's notice.

Pegrani led them along the corridor to a lift. The car shot upward with breath-taking speed.

"Say!" Tommy was growling, in English. "What's the big idea? You've got the old girl ga-ga. Trying to vamp her into letting us off easy?"

"Shut up!" Blaine returned, irritated. "I don't know where we stand any more than you do. But we're going to sit tight now and see what happens. No more rough stuff from you, either."

"What! You're going to just stand around and take it—whatever they hand us?"

"Of course not. But the time isn't ripe yet. We'll have to wait till we know what it's all about."

They were outside then, on the palace roof, and Pegrani motioned them to a railed-in runway that circled its edge. High overhead was the shadowy blackness of the copper shell that enclosed the satellite. Huge latticed columns, line upon line of them, stretched off into the distance as far as the eye could follow; enormous white metal supports that carried the immense weight of the covering which retained the dense and humid atmosphere. Myriads of tiny blue-white suns there seemed to be, stretching off between the columns, carried on thick cables and radiating the artificial daylight of the interior. Hot, damp odors wafted across the roof, the odors of decayed vegetation.

Most amazing of all, were the dwellings. In orderly rows like the columns, they were flat topped cylindrical things that reminded Blaine of nothing so much as the tanks of an oil refinery back home. And the space between was overgrown with dense tropical vegetation, tangled and matted and shooting transparent tubular stems up to a height of a hundred feet or more where they sprouted great spherical growths that looked like enormous sponges. Of a sickly, pale green hue, these growths overran everything; climbed the columns and were lost in the shadows above the multitude of lights. The big sponge-like blossoms expanded and contracted rhythmically. Breathing, they were, like living things. Specially cultivated plant life to assist in maintaining the oxygen supply balance by decomposition of carbon dioxide. A marvelous artificial world!

"The streets and moving ways are in tunnels beneath the soil," Pegrani was explaining. "What lies before you is the city of Ilen-dar, capital city of the empire, and like all other cities of Antrid, it is self-sustaining. The vegetation is inedible, all of our food is synthetic and highly concentrated. You were fed by intravenous injection while under the influence of the language machines. Our heat and power is obtained from the internal fires of Antrid, and, alas, these are being exhausted with great rapidity. Our shortage of power is becoming acute, and again our peoples are facing extinction."

That explained their need for the k-metal. It came to Blaine in a flash that Antrid was in sore straits and that this expedition to Earth had more back of it than had been revealed. Even with the supply of k-metal Antazzo had stolen, they could not carry on forever.

A screaming object went hurtling through the blackness over their heads. Something, a vehicle of enormous size with rows of lighted ports on the under side, that roared its way under the roof of copper and was gone in an instant.

"One of our monorail cars," Pegrani told them: "a complete system interconnects all cities and divisions. They are capable of circling the globe in a day of your time."

Their familiarity with conditions on Earth was astonishing. Probably Antazzo was but one of many spies who had been sent to the inner planets. Pegrani discussed the speed in their own terms.

Someone had crept up behind them; a slight, olive-skinned youth who touched Blaine softly on the shoulder. Pegrani did not see. He was pointing into the distance and expounding on the merits of the monorail system. The youth touched a finger to his lips to enjoin silence, and thrust a crumpled ball of metal foil into Blaine's hand before the pilot realized his intention. A message, undoubtedly!

Some instinct, or some slight sound, warned Pegrani and he turned on his heel just as the slender lad was slinking away. Black rage contorted his features and Blaine saw him make a quick motion toward the inner folds of his jacket.

"Pegrani!" he shouted as he saw a glint of steel. "Don't!"

But it was too late and the Llott paid him no attention, anyway. One of those wicked ray pistols sent forth its crackling blue flame and the youth stood there, bathed in the eery blue light; dazzling blasts of exploding atoms were seen within the flare. Then there was the nothingness into which Wahoney and Kelly had gone.

Blaine shouted horrified and angry protest and Tommy rushed in to mix it with their guide. But the glowing ray pistol waved them back. Other guards—the big green-bronze ones—were running in their direction.

"The message!" Pegrani snapped. "Give it to me."

Quick as a flash Blaine crumpled the foil more tightly. A hard little pellet now, he tossed it over the rail far into the