buildings their ship passed, decreasing speed and drifting lower with every moment. The lofty structures that were the nucleus of the strange city loomed closer. Now they were soaring slowly down a wide thoroughfare; and now, at last, they hovered above a great open square that was thronged with figures.

Lower they dropped. Lower. And then they settled with a slight jar on a surface made of reddish metal; and the figures rushed to surround them.

ooking out the glass panel at these figures, both Brand and Dex exclaimed aloud and covered their eyes for a moment to shut out the hideous sight of them. Now they examined them closely.

Manlike they were: and yet like no human being conceivable to an Earth mind. They were tremendously tall—twelve feet at least—but as thin as so many animated poles. Their two legs were scarce four inches through, taper-less, boneless, like lengths of pipe; and like two flexible pipes they were joined to a slightly larger pipe of a torso that could not have been more than a foot in diameter. There were four arms, a pair on each side of the cylindrical body, that weaved feebly about like lengths of rubber hose.

Set directly on the pipe-like body, as a pumpkin might be balanced on a pole, was a perfectly round cranium in which were glassy, staring eyes, with dull pupils like those of a sick dog. The nose was but a tab of flesh. The mouth was a minute, circular thing, soft and flabby looking, which opened and shut regularly with the creature's breathing. It resembled the snout-like mouth of a fish, of the sucker variety; and fish-like, too, was the smooth and slimy skin that covered the beanpole body.

undreds of the repulsive things, there were. And all of them shoved and crowded, as a disorderly mob on Earth might do, to get close to the Earthmen's ship. Their big dull eyes peered in through the glass panels, and their hands—mere round blobs of gristle in the palms of which were set single sucker disks—pattered against the metal hull of the shell.

"God!" said Brand with a shudder. "Fancy these things feeling over your body...."

"They're hostile, whatever they are," said Dex. "Look out: that one's pointing something at you!"

One of the slender, tottering creatures had raised an arm and leveled at Brand something that looked rather like an elongated, old-fashioned flashlight. Brand involuntarily ducked. The clear glass panel between them and the mob outside gave him a queasy feeling of being exposed to whatever missile might lurk in the thing's tube.

"What do we do now?" demanded Dex with a shaky laugh. "You're chief of this expedition. I'm waiting for orders."

"We wait right here," replied Brand. "We're safe in the shell till we're starved out. At least they can't get in to attack us."

But it developed that, while the slimy looking things might not be able to get in, they had ways of reaching the Earthmen just the same!

he creature with the gun-like tube extended it somewhat further toward Brand.

Brand felt a sharp, unpleasant tingle shoot through his body, as though he had received an electric shock. He winced, and cried out at the sudden pain of it.

"What's the matter—" Dex began. But hardly had the words left his mouth when he, too, felt the shock. A couple of good, hearty Earth oaths exploded from his lips.

The repulsive creature outside made an authoritative gesture. He seemed to be beckoning to them, his huge dull eyes glaring threateningly at the same moment.

"Our beanpole friend is suggesting that we get out of the shell and stay awhile," said Dex with grim humor. "They seem anxious to entertain us—ouch!"

As the two men made no move to obey the beckoning gesture, the creature had raised the tube again; and again the sharp, unpleasant shock shot through them.

"What the devil are we going to do?" exclaimed Brand. "If we go out in that mob of nightmare things—it's going to be messy. As long as we stay in the shell we have some measure of protection."

"Not much protection when they can sting us through metal and glass at will," growled Dex. "Do you suppose they can turn the juice on harder? Or is that bee-sting their best effort?"

As though in direct answer to his words, the blob-like face of the being who seemed in authority convulsed with anger and he raised the tube again. This time the shock that came from it was sufficient to throw the two men to the floor.

"Well, we can't stay in the ship, that's certain," said Brand. "I guess there's only one thing to do."

Dex nodded. "Climb out of here and take as many of these skinny horrors with us into hell as we can," he agreed.

Once more the shock stung them, as a reminder not to keep their captors waiting. With their shoulders bunched for abrupt action, and their guns in hand, the two men walked to the trap-door of the ship. They threw the heavy bolts, drew a deep breath—and flung open the door to charge unexpectedly toward the thickest mass of creatures that surrounded the ship!

n a measure their charge was successful. Its very suddenness caught some of the tall monstrosities off guard. Half a dozen of them stopped the fragile glass bullets to writhe in horrible death on the red metal paving of the square. But that didn't last long.

In less than a minute, thin, clammy arms were winding around the Earthmen's wrists, and their guns were wrenched from them. And then started a hand-to-hand encounter that was all the more hideous for being so unlike any fighting that might have occurred on Earth.

With a furious growl Dex charged the nearest creature, whose huge round head swayed on its stalk of a body fully six feet above his own head. He gathered the long thin legs in a football grip, and sent the thing crashing full length on its back. The great head thumped resoundingly against the metal paving, and the creature lay motionless.

For an instant Dex could only stare at the thing. It had been so easy, like overcoming a child. But even as that thought crossed his mind, two of the tall thin figures closed in behind him. Four pairs of arms wound around him, feebly but tenaciously, like wet seaweed.

They began to constrict and wind tighter around him. He tore at them, dislodged all but two. His sturdy Earth leg went back to sweep the stalk-like legs of his attackers from under them. One of the things went down, to twist weakly in a laborious attempt to rise again. But the other, by sheer force of height and reach, began to bear Dex down.

Savagely he laced out with his fists, battering the pulpy face that was pressing down close to his. The big eyes blinked shut, but the four hose-like arms did not relax their clasp. Dex's hands sought fiercely for the thing's throat. But it had no throat: the head, set directly on the thin shoulders, defied all throttling attempts.

hen, just as Dex was feeling that the end had come, he felt the creature wrench from him, and saw it slide in a tangle of arms and legs over the smooth metal pavement. He got shakily to his feet, to see Brand standing over him and flailing out with his fists at an ever tightening circle of towering figures.

"Thanks,"