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who darted in from side passages; some going ahead, some closing in behind us, until the tunnel was filled with the peculiar brittle sound of their walking.

"They don't lack for numbers," muttered Correy softly. "Think they'll make trouble, sir?"

"Your guess is as good as mine. I showed them what the ray would do; I believe it threw a scare into the old chap. Did you tell them what we would do if they played any tricks, Tipene?"

"Certainly; my own life is endangered, isn't it?" snapped the Zenian.

"It certainly is," I told him grimly. "And not only by the spiders, if you make any suspicious moves."

We went on without further conversation, until we came to the beginning of the cubicles Tipene had mentioned.

Each of these was closed, or could be closed, by a circular door such as those which concealed the outer entrance to the tunnels, save that these were swung on a side hinge. From the central passage we were following, smaller ones branched off in all directions: to the left, to the right; upward and downward. And all were lined with the cubicles, from which a constantly increasing army of Aranians emerged to accompany us.

We had gone but a short distance into the "city" when our ancient guide paused, turning to stare down a deserted passage.

"He says," grunted Tipeneโ€”as near a grunt as the high-pitched Zenian voice is capable of, "that they're down there. He asks that we go and get them; he is afraid. They have killed two of the Aranians already with their atomic pistols."

"For which I don't blame them in the least," said Correy. "I'd get as many as I could before I let them sink their mandibles into me."

"But I thought they were hostages, and being treated as such?"

"The Aranians got tired of waiting; some of the younger ones tried to do their own executing," explained Tipene. "The whole brood of them is in an ugly mood, the old fellow tells me. We were fools to come!"

I didn't argue the matter. You can't argue such a matter with a man like Tipene. Instead, I lifted my voice in a shout which echoed down the long corridors.

"Brady! Inverness! Can you hear us?"

For a moment there was no reply, and then, as our ethon lights played hopefully along the passage, a circular door opened, and Inverness, his pistol drawn, peered out at us. A moment later, both he and Brady were running toward us.

"Hanson!" cried Inverness. "Man, but we're glad to see a human face againโ€”but why did you come? Now they've got us all."

"But they'll let us all go," I said, with a confidence I did not feel. "I've demonstrated to one of their leaders just what the Ertak can doโ€”and will doโ€”if we aren't aboard, safe and unhurt, in three hours."

"The young bloods don't obey well, though," said Brady, shaking his head. "Look at them, milling around there in the central passage! They didn't see your demonstration, whatever it was. They started for us some time back, and we had to rip a couple of them to pieces, and barricade ourselves."

"Well," said Correy grimly, "we'll soon find out. Ready to start back, sir?"

I turned to Tipene, who was staring at the packed mass of Aranians, who choked the tunnel in both directions.

"Tell them to make way," I commanded. "We're leaving."

"I'veโ€”I've been in communication with him," moaned Tipene. "And he hasn't any power over these youngsters. They want blood. Blood! They say the ship won't dare do anything so long as so many of us are here."

"It will, though," I snapped. "Kincaide will obey my orders to the letter. It'll be a wholesale slaughter, if we're not there by the specified time."

"I know! I know!" groaned Tipene. "But I can't make them understand that. They can't appreciate the meaning of such discipline."

"I believe that," put in Brady. "Their state of society is still low in the scale. You shouldn't have come, Commander. Better the two of us than the whole group."

"It may not be so simple as they think. Mr. Correy, shall we make a dash for it?"

"I'd be in favor of that, sir!" he grinned.

"Very well, you take three of the enlisted men, Mr. Correy, and give us a brisk rear-guard action when we get into the main passageโ€”if we do. Use the grenades if you have to, but throw them as fast as possible, or we'll have the roof coming down on us.

"The two ray operators and myself will try to open a way, backed up by Inverness and Brady. Understand, everybody?" The men took the places I had indicated, nodding, and we stood at the mouth of the side tunnel, facing the main passage which intersected it at a right angle. The mouth of the passage was blocked by a crowded mass of the spider creatures, evidently eager to pounce on us, but afraid to start an action in those narrow quarters.

As we came toward them, the Aranians packed about the entrance gave way grudgingly, all save two or three. Without an instant's hesitation, I lifted my pistol and slashed them into jerking pulp.

"Hold the ray," I ordered the two men by my side, "until we need it. They'll get a surprise when it goes into action."

We needed it the moment we turned into the main corridor, for here the passage was broad, and in order to prevent the creatures from flanking us, we had to spread our front and rear guards until they were no more than two thin lines.

Seeing their advantage, the Aranians rushed us. At a word from me, the ray operators went into action, and I did what I could with my comparatively ineffective pistol. Between us, we swept the passage clean as far as we could seeโ€”which was not far, for the reddish dust of disintegration hung in the quiet air, and the light of our ethon lamps could not pierce it.

For a moment I thought we would have clear sailing; Correy and his men were doing fine work behind us, and our ray was sweeping everything before us.

Then we came to the first of the intersecting passages, and a clattering horde of Aranians leaped out at us. The ray operators stopped them, but another passage on the opposite side was spewing out more than I could handle with my pistol.

Two of the hairy creatures were fairly upon me before the ray swung to that side and dissolved them into dust. For an instant the party stopped, checked by these unexpected flank attacks.

And there would be more of these sallies from the hundreds of passages which opened off the main corridor; I had no doubt of that. And there the creatures had us: our deadly ray could not reach them out ahead; we must wait until we were abreast, and then the single ray could work upon but one side. Correy needed every man he had to protect our rear, and my pistol was not adequate against a rush at such close quarters. That fact had just been proved to me with unpleasant emphasis.

It was rank folly to press on; the party would be annihilated.

"Down this passage, men," I ordered the two ray operators. "We'll have to think up a better plan."

They turned off into the passage they had swept clean with their ray, and the rest of the party followed swiftly. A few yards from the main corridor the passage turned and ran parallel to the corridor we had just left. Doors opened off this passage on both sides, but all the doors were open, and the cubicles thus revealed were empty.

"Well, sir," said Correy, when we had come to the dead end of the passage, "now what?"

"I don't know," I confessed. "If we had two ray machines, we could make it. But if I remember correctly, it's seven hundred yards, yet, to the first of the tunnels leading to the surfaceโ€”and that means several hundred side passages from which they can attack. We can't make it."

"Well, we can try again, anyway, sir," Correy replied stoutly. "Better to go down fighting than stay here and starve, eh?"

"If you'll pardon me, gentlemen," put in Inverness, "I'd like to make a suggestion. We can't return the way we came in; I'm convinced of that. It was the sheerest luck that Commander Hanson wasn't brought down a moment agoโ€”luck, and excellent work on the part of the two ray operators.

"But an analysis of our problem shows that our real objective is to reach the surface, and that need not be done the most obvious way, by returning over the course by which we entered."

"How, then?" I asked sharply.

"The disintegrator ray you have there should be able to cut a passage for us," said Inverness. "Then all we need do is protect our rear while the operators are working. Once on the surface, we'll be able to fight our way to the ship, will we not?"

"Of course! You should be in command, Inverness, instead of myself." His was the obvious solution to our difficulty; once proposed, I felt amazingly stupid that the thought had not occurred to me.

I gave the necessary orders to the ray men, and they started immediately, boring in steadily at an angle of about forty-five degrees.

The reddish dust came back to us in choking clouds, and the Aranians, perhaps guessing what we were doingโ€”at least one of their number had seen how the ray could tunnel in the groundโ€”started working around the angle of the passage.

At first they came in small groups, and our pistols readily disposed of them, but as the dust filled the air, and it became increasingly difficult to see their spidery bodies, they rushed us in great masses.

Correy and I, shoulder to shoulder, fired at the least sign of movement in the cloud of dust. A score of times the rushes of the Aranians brought a few of them scuttling almost to our feet; inside of a few minutes the passage was choked, waist high, with the riddled bodiesโ€”and still they came!

"We're through, sir!" shouted one of the ray operators. "If you can hold them off another fifteen minutes, we'll have the hole large enough to crawl through."

"Work fast!" I ordered. Even with Inverness, Brady, and the three of the Ertak's crew doing what they could in those narrow quarters, we were having a hard time holding back the horde of angry, desperate Aranians. Tipene was useless; he was cowering beside the ray operators, chattering at them, urging them to hurry.

Had we had good light, our task would have been easy, but the passage was choked now with dust. Our ethon lamps made little more than a dismal glow. The clattering Aranians were almost within leaping distance before we could see them; indeed, more than one was stopped in mid-air by a spray from one pistol or another.

"Ready, sir," gasped the ray man who had spoken before. "I think we've got it large enough, now."

"Good!" I brought down two scuttling Aranians, so close that their twitching legs fell in an untidy heap almost at my feet. "You go first, and protect our advance. Then the rest of you; Mr. Correy and I will bring up theโ€”"

"No!" screamed Tipene, shouldering aside the ray men. "I...." He disappeared into the slanting shaft, and the two ray men followed quickly. The three members of the crew went next; then Brady and Inverness.

Correy and I backed toward the freshly cut passage.

"I'll be right behind you," I snapped, "so keep moving!"

Correy hesitated an instant; I knew he would have preferred the place of danger as the last man, but he was too good an officer to protest when time was so precious. He climbed into the slanting passage the ray had cut for us, and as he did so, I heard, or thought I heard, a cry from beyond him, from one of those ahead.

I gave Correy several seconds before I followed; when I did start, I planned on coming fast, for in that shoulder-tight tube I would be utterly at the mercy of any who might attack from behind.

Fairly spraying the oncoming horde, I drove them back, for a moment, beyond the angle in the corridor; then I fairly dived into the tunnel and crawled as fast as hands and knees could take me toward the blessed open air.

I heard the things clatter into the space I had deserted. I heard them scratching frantically in the tunnel behind me, evidently handicapped by their long legs, which must have been drawn up very close to their bodies.

Light came pouring in on me suddenly, and I realized that Correy had won free. Behind me I could hear savage mandibles snapping, and cold sweat broke out on me.

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