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No time to think. No time to plan. I surged forward suddenly, just as Visser Three was saying, "Destroy them -" I surged my five tons forward, trunk outstretched.

Visser Three leaped back. Right into a Taxxon who was following orders by freezing.

I plowed through the Hork-Bajir and reached for the Visser. My trunk went around his upper body.

FWAPP! His Andalite tail slashed!

Miss!

I squeezed my trunk, flexed the muscles in my neck and shoulders, and up went the Visser. I yanked him up off the ground.

FWAPP! He slashed again, and this time I bellowed in pain. The blade had hit the side of my face. It nearly cut right through one eye. The agony was unbearable.

But I couldn't hesitate.

I lifted the Visser high in the air. I heaved him, just as he slashed again.

Through the air he flew.

PAH-LOOOSH!

Visser Three hit the Yeerk pool.

I was reeling in pain. Pain like nothing I'd ever imagined.

"0h, no, Rachel!" Cassie cried.

I ignored her. No time for pain. No time. I had to play this out. Fortunately, I know just a little about Andalite physiology. See, they eat and drink through their hooves. Right now the Visser was absorbing the water of the Yeerk pool.

I glared with my one remaining eye at the Visser, floundering in the pool.

"Now do you care if we blow up that barrel?" I asked him. "Now do you care?" It turned out yes, yes, he cared. Visser Three would sacrifice hundreds of his fellow Yeerks to the oatmeal madness. After all, it was war, and sacrifices had to be made sometimes.

But those sacrifices obviously did not include him.

I kicked the rest of the barrels into the pool, just so Marco couldn't possibly miss. Then Cassie went off to free the others. The Hork-Bajir, the Taxxons, and the human-Controllers were still busy being very, very still. If any of them had shown initiative, they could have probably taken us out. They might well have been able to get Marco before he could hit one of the barrels.

But you know what? Terrified underlings never show initiative. The Yeerks there may have hated us. But they were terrified of Visser Three.

We freed Jake, Tobias, and Ax. Then we headed, very carefully, for one of the exits. We climbed the stairs backward, with Marco pointing the Dracon beam the whole way up.

Only because of Tobias did we see what happened next. Hidden behind my massive, pain-wracked bulk, he demorphed. Halfway up that interminable stairway, he resumed hawk shape. And it was his hawk vision that saw.

"He's morphing! The Visser. He's halfway morphed!"

"He's getting out of his Andalite shape, taking on some form that won't absorb the water," Jake said. "Then the stupid oatmeal won't bother him.

He'll come for us!"

"How far along is he?" Ax demanded.

"Can't tell," Tobias cried. "He's going under! He's submerging!" I glanced up the stairs. A long way still to go. And I was weak from my injuries. Yet I couldn't demorph and reveal that my true shape was human. Plenty of time for Visser Three to come popping up out of the water in one of his vile, alien morphs and come for us.

We were weak and exposed on the stairs. I was practically out of the fight. Jake was still a bat. No way to win if he managed to come after us.

"Marco has to shoot," I said. I looked at Cassie and Tobias to see if either of them would object.

"He's not leaving us any choice," Tobias said grimly. He hopped over to sit on Marco's shoulder. "You're aiming high," he said. "A hair lower.

Lower . . . fire!"

TSEEEWWW!

Far down below us, one of the floating barrels went, POOMPF!

A gray substance like confetti exploded out and settled in the water.

"That should keep them busy," Tobias said. "Let's bail!" It was pandemonium down in the Yeerk pool. Hork-Bajir and humans and Taxxons all rushing around, trying to haul their Visser out of the water. Trying to scoop up the madness-inducing oatmeal before it could dissolve completely.

Then I fell over. I didn't waver or stagger. I just fell over. Five tons of sagging elephant flesh splayed out across a dozen stone steps.

"Demorph!" Jake yelled at once.

Cassie rushed over, helpless to do much with her wolf paws. "lt's the loss of blood! She's passing out. Rachel, you have to demorph."

"He's up!" Tobias yelled. "He's out of the water. Oh, man! What the ...

Ax, what is that thing?"

"l don't know," Ax admitted. "lt's no creature I've ever seen before. But it looks extremely dangerous."

I was demorphing as fast as I could. "You guys get going! I'll catch up!"

"Yeah, right, Rachel," Cassie said.

"It's like some kind of pterodactyl almost," Jake said. "like one of those flying dinosaurs. Only it's covered in quills all over its back." Jake was demorphing. I was demorphing. Too slowly.

"All we have is a monkey and a wolf!" I yelled. "You guys run! You can pick up Jake and run!"

"A monkey?" Marco said archly. "You know, I almost could run off and leave you."

"You have more than a gorilla and a wolf," Ax said calmly. "You have an Andalite."

I was shrinking all the while. And as I became less elephant and more human, the pain began to diminish. I could feel strength returning. But I was still so tired. Could I morph again?

"l have to report there are Hork-Bajir coming down the stairs toward us," Ax said. He was the only one of us who'd been looking in that direction. It helped to have four eyes.

"Great," Jake snapped, human again. "We're trapped. And here he comes!"

I turned my now-human head toward the sound of vast, leathery wings. I saw something that might have been a winged porcupine, only the quills were each five feet long. Its head was elongated forward and back. The beak itself was another five feet.

It flew slowly, with great effort, but it was coming closer. My heart sank. Had he seen us in our human bodies?