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Nationalist leaders fought back desperately.

He reached the side of the building that was windowless, and scrambled toward the back door without interference. There he saw five green-clad men, crouched behind sandbags, protecting the rear entrance. Glancing at his watch he saw the sweeping hand [Pg 195]tick off the last few seconds of his allotted time. At the exact instant it hit the five-minute mark, there was a sudden burst of activity at the front of the building. Connel and the Marine patrol had opened fire in a mock attack. The men guarding the rear left their barricade and raced into the building to meet the new assault.

Without a second's hesitation, Tom jumped toward the door. He reached up, found it unlocked, and then with his ray gun ready, kicked the door open. He rushed in and dived to the floor, ray gun in his hand, ready to freeze anything or anyone in sight.

The hall was empty. In the front, the firing continued and the halls of the building echoed loudly with the frantic commands of the defenders. Gliding along the near wall, Tom moved slowly forward. Before him, a door was ajar and he eased toward it. On tiptoe the curly-haired cadet inched around the edge of the door and glanced inside. He saw a Nationalist guard on his hands and knees loading empty shock rifles. Tom quickly stepped inside and jammed his gun in the man's back. "Freeze!" he said between his teeth.

The trooper tensed, then relaxed, and slowly raised his hands.

"Where's the sick bay?" demanded Tom.

"On the second floor, at the end of the hall."

"Is that where you're keeping Cadet Manning?" demanded Tom.

"Yes," replied the man. "He'sβ€”"

Tom fired before the trooper could finish. It was rough, but he knew he had to act swiftly if he was to help Roger. The trooper was frozen in his kneeling position, and Tom scooped up a loaded shock rifle before slipping back into the hall. It was still empty. The firing outside seemed to be increasing.

[Pg 196]

He located the stairs, and after a quick but careful check, started up, heart pounding, guns ready. On the second floor he glanced up and down the hall, and jumped back into the stair well quickly. Firing from an open window, three troopers were between him and the only door at the end of the hall. Not sure if Roger was in that room or not, Tom had to make sure by looking. And the only way he could do that was to eliminate the men in his way. He dropped to one knee and took careful aim with the ray pistol. It would be tricky at such long range, but should the paralo-ray fail, the cadet was prepared to use the shock rifle. He fired, and for a breathless second waited for the effects of the ray on the troopers. Then he saw the men go rigid and he smiled. Three hundred feet with a ray pistol was very fancy shooting!

He raced for the door. As he entered the room, he saw a figure stretched out on the floor. He stopped still, cold fear clutching at his heart.

"Roger!" he called. The blond-haired cadet didn't move. Tom jumped to his unit mate's side and dropped to one knee beside him. It was dark in the room and he couldn't see very well, but there was no need for light when he felt Roger's pulse.

"Frozen, by the stars!" he exclaimed. He stepped back, flipped the neutralizer switch on his ray gun, and fired a short burst. Almost immediately Roger groaned, blinked his eyes, and sat up.

"Roger! Are you all right?" asked Tom.

"Yeahβ€”sure. I'm O.K.," mumbled his unit mate. "Those dirty space rats. They didn't know what to do with me when the Marines landed, so they froze me. They were scared to kill me. Afraid of reprisals."

"They sure used their heads that time," said Tom with a grin. "How's your back?"

[Pg 197]

"Fine. I just wrenched it a little. It's better now. But never mind me. What's going on? Where's Astro and Major Connel? And how did you get here?"

Tom gave him a quick run-down on everything that had happened, concluding with, "Major Connel and Astro, with a patrol of Solar Guard Marines, are outside now drawing the Nationalist fire. Time's running out on us fast. Think you can walk?"

"Spaceboy," replied Roger, "to get out of this place I'd crawl on my hands and knees!"

"Then come on!" Tom gave the shock rifle to his unit mate and stepped back into the hall. It was quiet. Tom waved at Roger to follow and slipped down the hall toward the stairs. Outside, the Marine patrol continued firing, never letting up for a second. The two boys reached the stairs and had started down when Tom grabbed Roger by the arm. "There's someone moving around down there!"

They hugged the wall and held their breath. Tom glanced at his watch. Only forty-five seconds to go before the Marines would stop firing and retire. They had to get out of the building!

"We'll have to take a chance, Roger," murmured Tom. "We'll try to rush them and fight our way out."

"Don't bother!" said a harsh voice behind them. The two cadets spun around and looked back toward the second floor. Standing at the top of the stairs, Rex Sinclair scowled down at them, ray guns in each hand, leveled at the two cadets.

"By the craters of Luna!" cried Roger. "You!"

"That's one of the things I forgot to tell you, Roger," said Tom wryly. "Sinclair belongs to this outfit too!"

"Belongs!" roared Roger. "Look at that white uniform he's wearing! This yellow rat is Lactu, the head of the whole Nationalist movement!"

[Pg 198]

Tom gaped at the white-clad figure at the head of the stairs. "The leader!" he gasped.

"Quite right, Corbett," replied Sinclair quietly. "And if it hadn't been for three nosy cadets, I would have been the leader of the whole planet. But it's finished now. All that is left for me is escape. And you two are going to help me do just that!"

Roger suddenly dropped to one knee and leveled the blaster. But the Nationalist leader was too quick. His paralo-ray crackled and Roger was frozen solid.

"Why, youβ€”!" roared Tom.

"Drop your gun, Corbett," warned Sinclair, "and take that blaster away from him."

"I'll get you, Sinclair," said Tom through clenched teeth, "and when I doβ€”"

"Stop the talk and get busy!" snapped Sinclair.

Tom took the blaster out of Roger's paralyzed hands and dropped it on the floor. Still holding one ray gun on Tom, Sinclair flipped on the neutralizer of the other gun and released Roger again.

"Now get moving down those stairs!" ordered Sinclair. "One more funny move out of either of you and I'll do more than just freeze you."

"What are you going to do with us?" asked Roger.

"As I said, you are going to help me escape. This time the Solar Guard has won. But there are other planets, other people who need strong leadership and who like to put on uniforms and play soldier. People will always find reason to rebel against authority, and I will be there to channel their frustrations into my own plans. Perhaps it will be Mars. Or Ganymede. Or even Titan. Another name, another plan, and once again the Solar Guard will have to fight me. Only next time, I assure you, it is I who will win!"

"There won't be any next time," growled Roger. [Pg 199]"You're washed up now. This base is swarming with Marines. How do you think you're going to get out of here?"

"You shall see, my friend. You shall see!"

Sinclair motioned them toward a door on the ground floor. "Open it!" demanded Sinclair. Tom opened it and stepped inside. It was a cleaner's closet, crammed with old-fashioned mops and pails and dirty rags. Sinclair pushed Roger inside and was about to follow when several green-clad guards came running down the hall toward them.

"Lactu! Lactu!" they shouted frantically. "They're pouring into the base! The Solar Guardβ€”they've got us surrounded!"

"Keep fighting!" snapped Sinclair. "Don't surrender! Inflict as much damage as possible!"

"Whereβ€”where are you going?" asked one of the men, looking at the closet speculatively.

"Never mind me!" barked Sinclair. "Do as I tell you. Fight back!"

"It looks like we're losing a leader," observed another of the men slowly. "You wouldn't be running out on us, would you, Lactu?"

Sinclair fired three quick blasts from the ray guns, freezing the men solid, and then turned back to Tom and Roger. "Stay in that closet and do as I tell you."

Inside the closet, Sinclair kicked a pail out of the way and barked, "Remove the loose plank in the floor and drop it on the floor."

Tom felt around until he found the loose board and lifted it up.

"What's down there?" asked Roger.

"You'll see," said Sinclair. "Now step back, both of you!"

Tom and Roger backed up and watched while Sinclair [Pg 200]bent over the hole in the floor. He felt around inside with one hand and appeared to turn something. Suddenly the wall opposite the two cadets slid back to reveal a narrow flight of stairs leading down. Sinclair motioned with his gun again. "Get going, both of you."

Tom stepped forward, followed by Roger, and they started down the stairs. At the bottom they found themselves in a narrow tunnel about four hundred feet underground. The floor of the tunnel slanted downward sharply.

"At the end of this tunnel," announced Sinclair, "is a clearing and in that clearing is a spaceship. It is nearly three miles from the canyon. By the time the Solar Guard learns of my absence, we shall be lost in space."

"We?" asked Tom. "You're taking us with you?"

"But of course," said Sinclair. "How else would I assure [Pg 201]myself that the Solar Guard will not harm me unless I take two of their most honored Space Cadets with me?"

"It's been fifteen minutes," announced Connel, "and they haven't come out yet. There's only one thing to do. Take that building and find out what's happened."

The major was crouched behind a wrecked jet car, staring at the administration building.

"I can get that Marine captain over to our left to co-ordinate an attack with us, sir," suggested Astro.

"It's risky," said Connel. "They still have a lot of men in there. But if we wait for another column to reach us, it might be too late. All right, Astro, tell him we're attacking in ten minutes and ask him to give us all the help he can."

"Yes, sir," replied Astro, and flopped to the ground to worm his way toward the head of the Marine column on the left.

It took the cadet nearly five minutes to cover the hundred yards between the two Solar Guard positions. Several times the firing became so heavy that the cadet was forced to remain still on the ground while rifle and ray-gun fire crackled over his head. He made it finally, several Marines coming out to help him over the top of the barrier. Gasping for breath, the big cadet asked to see the commanding officer.

A grimy, tired-looking officer turned and walked over to the cadet.

"Astro!"

"Captain Strong!"

"Where's Tom and Roger and Major Connel?" demanded Strong.

Astro told the captain of Tom's attempt to save Roger and that nothing had been heard from him since. "Major [Pg 202]Connel wants us to attack together," Astro continued. "He's jumping off in four minutes!"

"Right!" snapped Strong. He turned to a young Solar Guard officer waiting respectfully near by. "You take them in, Ferris. Full frontal attack. Don't use blasters unless you have to. Take as many prisoners as possible."

"Very well, sir," replied the lieutenant.

"I'll go back to the other position with Cadet Astro. Start your attack as soon as you see Major Connel and his men go in."

"Got it, sir," said the lieutenant.

Strong and Astro made their way back to Connel's position quickly, and after a brief but hearty handclasp, the two officers began plotting the last assault against the Nationalists' stronghold. While other Marine columns were wiping up small groups of rebels fighting from disabled spaceships, repair shops, and other buildings, Strong's column had been driving straight for the heart of the base. The administration building was the last barrier between them and complete victory over the rebels.

Strong and Connel spoke briefly of Tom and Roger, neither wanting to voice his inner fears in front of Astro. The Nationalists previously had shown little regard for human life. Now, with their backs to the wall, Connel and Strong knew that if Tom and Roger were captured, they might be used as hostages to ensure safe passage for some of the rebels.

"Let's go," said Connel finally. "Tom and Roger will be expecting us." He forced himself to grin at Astro, but the giant cadet turned and faced the building grimly. Connel lifted his hand, took a last look up and down the line of waiting Marines, then brought

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