The sandy ground upon which we stood glowed with the feeble white light which seemed to emanate from all rock and soil on this strange world, a weird light which beat upward upon us instead of down. And in this light the twisted, alien forms of the leafless trees around us writhed upward into the dusky air, their smooth black branches tangling and intertwining far above our heads. As we paused there Hurus Hol reached down for a glowing pebble, which he examined intently for a moment.

'Radio-active,' he commented. 'All this glowing rock and soil.' Then he straightened, glanced around, and led the way unhesitatingly through the thicket of black forest into which our ship had fallen.

Silently we followed him. in single file, across the shining soil and beneath the distorted arches of the twisted trees, until at last we emerged from the thicket and found ourselves upon the open expanse of the glowing plain. It was a weird landscape which met our eyes, a landscape of glowing plains and shallow valleys patched here and there with the sprawling thickets of black forest, a pale, luminous world whose faint light beat feebly upward into the dusky, twilight skies above. In the distance, perhaps two miles ahead, a glow of deeper light flung up against the hovering dusk from the massed buildings of the luminous city, and toward this we tramped steadily onward, over the shining plains and gullies and once over a swift little brook whose waters glowed as they raced like torrents of rushing light. Within an hour we had drawn to within a distance of five hundred feet from the outermost of the city's pyramidal buildings, and crouched in a little clump of dark tree-growths, gazing fascinatedly toward it.

The scene before us was one of unequaled interest and activity. Over the masses of huge, shining buildings were flitting great swarms of the long black cones, moving from roof to roof, while in the shining streets below them moved other hordes of active figures, the people of the city. And as our eyes took in these latter I think that we all felt something of horror, in spite of all the alien forms which we were familiar with in the thronging worlds of the Galaxy. For in these creatures was no single point of resemblance to anything human, nothing which the appalled intelligence could seize upon as familiar. Imagine an upright cone of black flesh, several feet in diameter and three or more in height, supported by a dozen or more smooth long tentacles which branched from its lower end-supple, boneless octopus-arms which held the cone-body upright and which served both as arms and legs. And near the top of that cone trunk were the only features, the twin tiny orifices which were the ears and a single round and red-rimmed white eye, set between them. Thus were these beings in appearance, black tentacle-creatures, moving in unending swirling throngs through streets and squares and buildings of their glowing city.

Helplessly we stared upon them, from our place of concealment. To venture into sight, I knew, would be to court swift death. I turned to Hurus Hol, then started as there came from the city ahead a low, waxing sound-note, a deep, powerful tone of immense volume which sounded out over the city like the blast of a deep-pitched horn. Another note joined it, and another, until it seemed that a score of mighty horns were calling across the city, and then they died away. But as we looked now we saw that the shining streets were emptying, suddenly, that the moving swarms of black tentacle-creatures were passing into the pyramidal buildings, that the cones above were slanting down toward the roofs and coming to rest. Within a space of minutes the streets seemed entirely empty and deserted, and the only sign of activity over all the city was the hovering of a few cones that still moved restlessly above it. Astounded, we watched, and then the explanation came suddenly to me.

'It's their sleep-period!' I cried. 'Their night! These things must rest, must sleep, like any living thing, and as there's no night on this glowing world those horn-notes must signal the beginning of their sleep-period.'

Hurus Hol was on his feet, his eyes suddenly kindling. 'It's a chance in a thousand to get inside the city!' he exclaimed.

The next moment we were out of the shelter of our concealing trees and were racing across the stretch of ground which separated us from the city. And five minutes later we were standing in the empty, glowing streets, hugging closely the mighty sloping walls of the huge buildings along it.

At once Hurus Hol led the way directly down the street toward the heart of the city, and as we hastened on beside him he answered to my question, 'We must get to the city's center. There's something there which I glimpsed from our ship, and if it's what I think-'

He had broken into a run, now, and as we raced together down the bare length of the great, shining avenue, I, for one, had an unreassuring presentiment of what would happen should the huge buildings around us disgorge their occupants before we could get out of the city. Then Hurus Hol had suddenly stopped short, and at a motion from him we shrank swiftly behind the corner of a pyramid's slanting walls. Across the street ahead of us were passing a half-dozen of the tentacle-creatures, gliding smoothly toward the open door of one of the great pyramids. A moment we crouched, holding our breath, and then the things had passed inside the building and the door had slid shut behind them. At once we leapt out and hastened on.

We were approaching the heart of the city, I judged, and ahead the broad, shining street we followed seemed to end in a great open space of some sort. As we sped toward it, between the towering luminous lines of buildings, a faint droning sound came to our ears from ahead, waxing louder as we hastened on. The clear space ahead was looming larger, nearer, now, and then as we raced past the last great building on the street's length we burst suddenly into view of the opening ahead and stopped, staring dumfoundedly toward it.

It was no open plaza or square, but a pit-a shallow, circular pit not more than a hundred feet in depth but all of a mile in diameter, and we stood at the rim or edge of it. The floor was smooth and flat, and upon that floor there lay a grouped mass of hundreds of half-globes or hemispheres, each fifty feet in diameter, which were resting upon their flat bases with their curving sides uppermost. Each of these hemispheres was shining with light, but it was very different light from the feeble glow of the buildings and streets around us, an intensely brilliant blue radiance which was all but blinding to our eyes. From these massed, radiant hemispheres came the loud droning we had heard, and now we saw, at the pit's farther edge, a cylindrical little room or structure of metal which was supported several hundred feet above the pit's floor by a single slender shaft of smooth round metal, like a great bird-cage. And toward this cage-structure Hurus Hol was pointing now, his eyes flashing.

'It's the switch-board of the thing!' he cried. 'And these brilliant hemispheres-the unheard-of space-path of this dark star-it's all clear now! All-'

He broke off, suddenly, as Nal Jak sprang back, uttering a cry and pointing upward. For the moment we had forgotten the hovering cones above the city, and now one of them was slanting swiftly downward, straight toward us.

We turned, ran back, and the next moment an etheric bomb crashed down upon the spot where we had stood, exploding silently in a great flare of light. Another bomb fell and flared, nearer, and then I turned with sudden fierce anger and aimed the little ray-projector in my hand at the hovering cone above. The brilliant little beam cut across the dark shape; the black cone hovered still for a moment, then crashed down into the street to destruction. But now, from above and beyond, other cones were slanting swiftly down toward us, while from the pyramidal buildings beside us hordes of the black tentacle-creatures were pouring out in answer to the alarm.

In a solid, resistless swarm they rushed upon us. I heard a yell of defiance from Dal Nara, beside me, the hiss of our rays as they clove through the black masses in terrible destruction, and then they were upon us. A single moment we whirled about in a wild melee of men and cone-creatures, of striking human arms and coiling tentacles; then there was a shout of warning from one of my friends, something hard descended upon my head with crushing force, and all went black before me.

IV

Faint light was filtering through my eyelids when I came back to consciousness. As I opened them I sat weakly up, then fell back. Dazedly I gazed about me. I was lying in a small, square room lit only by its own glowing walls and floor and ceiling, a room whose one side slanted steeply upward and inward, pierced by a small barred window that was the only opening. Opposite me I discerned a low door of metal bars, or grating, beyond which lay a long, glowing-walled corridor. Then all these things were suddenly blotted out by the anxious face of Hurus Hol, bending down toward me.

'You're awake!' he exclaimed, his face alight. 'You know me, Ran Rarak?'

For answer I struggled again to a sitting position, aided by the arm of Dal Nara, who had appeared beside me. I felt strangely weak, exhausted, my head throbbing with racing fires.

'Where are we?' I asked, at last. 'The fight in the city-I remember that-but where are we now? And where's

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