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They'd told the story three times, under intense questioning from his mom. They'd showed her their strange Underland clothing woven by the huge spiders that lived there. Then there was his dad, white-haired, shaking, emaciated.

At dawn, she'd decided to believe them. At one minute after dawn, she was down in the laundry room nailing, screwing, gluing, doing everything she could to seal shut the grate they'd all fallen through. She and Gregor shoved a dryer closer to it. Not enough so it would draw a lot of attention. But enough so that no one could get back there and open it up.

Then she put the laundry room off-limits. No one was allowed down there, ever. So, once a week Gregor helped her haul the laundry three blocks to use a Laundromat.

But his mom hadn't thought about this entrance in Central Park. And neither had he. Until now.

The tunnel came to a fork. He hesitated a minute, and then headed off to the left, hoping it was the right direction. As he jogged along, the tunnel began to change. The bricks left off, and natural stone walls took over.

Gregor went down one last flight of steps. This one was carved out of natural stone. It looked really old. He guessed it must have been made by the Underlanders hundreds of years earlier, when they'd begun their descent to make a new world deep in the earth.

The tunnels began to twist and turn, and soon Gregor lost his bearings. What if he was just getting totally lost in some maze of tunnels while the roaches carried Boots off in a completely different direction? What if he'd taken a wrong turn back at the stairs...what if...no, there! His flashlight landed on a spot of red on the ground, and Gregor picked up Boots's second mitten. She could never hold on to them. Luckily.

As Gregor sprinted off, he began to notice a crunching sound under his feet. Shining the flashlight onto the floor, he realized it was covered with a variety of small insects scurrying down the tunnel as fast as they could.

As he stopped to investigate the situation, something skittered over his boot. A mouse. There were dozens running past him. And there by the wall — hadn't he just seen some kind of molelike animal go by? The whole floor was alive with creatures headed in Gregor's direction in a big, creepy stampede. They weren't trying to eat one another. They weren't fighting. They were just running, the way he had seen animals on the news one time running from a forest fire. They were afraid of something. But of what?

Gregor shot the beam of his flashlight behind him and there was his answer. About fifty yards away, galloping toward him, were two rats. The Underland kind.

CHAPTER 3

Gregor turned on his heel and ran. "Oh, geez!" he gasped. "What are they doing here?" Cockroaches had taken Boots. He'd seen one of their legs. But what were Underland rats doing so close to the surface of the earth?

Well, that was something to figure out later, because he had bigger issues at the moment. The rats were gaining on him, and gaining on him fast. He tried to think of a plan, but nothing came to mind. He couldn't outrun them; he couldn't outclimb them; and he sure couldn't outfight them with their six-inch teeth and razor-sharp claws and —

"Ugh!" He ran smack into the side of something hard. It caught him stomach high, knocking the wind out of him. He dropped the flashlight, but as it fell into empty space, Gregor recognized the circular stone opening that Ares had squeezed through to bring them home. Somewhere far, far below lay a massive Underland ocean. The Waterway.

Without thinking, Gregor swung his leg over the side of the circle and lowered himself down inside. His fingers clung to the edge as his legs swung free. "Maybe the rats won't see me inside here," he thought, and immediately the stupidity of what he'd done hit him. The rats didn't need to see anything. The rats navigated by their incredible sense of smell. So what might have been a really decent hiding place if you were being chased by people was utterly worthless if you were trying to lose rats.

Yep, and here they were. He could hear their claws screeching to a halt on the stone, then their panting, and then their confusion.

"What's he doing?" growled one.

"No idea," said the second.

For a few moments, Gregor could hear nothing but the pounding of his own heart. Then the second voice sputtered, "Oh, oh, you don't suppose he's hiding, do you?" And that's when they started laughing. It was a nasty, raspy laugh.

"Come out, come out, wherever you are!" said the first voice, and the rats cracked up again. Gregor couldn't see them, but he felt pretty sure they were rolling around on the ground.

He had two choices. Climb back out and face the rats in pitch blackness, or drop into the darkness below and hope against hope that some Underlander scout found him before he drowned or became something's dinner.

He was trying to weigh the odds of surviving. Either way they were very low. Either way the likelihood of finding Boots and bringing her home was —

"Drop, Overlander," purred a voice. For a second he thought it was the rats, but it couldn't be because they were still laughing and, anyway, it didn't sound like them. It sounded like —

"Drop, Overlander," said the voice again, and this time the rats heard it, too. He could sense them springing to their feet.

"Kill him!" snarled the first, and as its hot, ratty breath hit his fingers, Gregor stopped weighing his odds and let go. He could hear the scrape of claws on the stone ledge he had been clinging to moments before, along with a volley of strange rat curses.

Then the sickening sense of free-falling through space consumed him. He had fallen like this twice before, once when he'd gone down the grate in his laundry room after Boots, and once when he'd leaped into a huge void when he was trying to save his dad and sister and friends. "This," he thought, "is something I'm never going to get used to."

Where was Ares? That was Ares's voice he'd heard, wasn't it? For a second Gregor thought he'd imagined hearing the bat, but then he remembered the rats had reacted to the sound, too.

"Ares!" he called out. The darkness absorbed his voice like a towel. "Ares!"

"Ooph!" Gregor said, more in surprise than anything, because suddenly the bat was under him and he was riding, not falling, through the darkness.

"Man, am I glad you showed up!" said Gregor, his hands clinging to the thick fur on Ares's neck.

"I am glad you are here also, Overlander," said Ares. "I am sorry you had to fall this far. I know this causes you discomfort, but I was retrieving your light stick."

"My light stick?" said Gregor.

"Behind you," said Ares.

Gregor turned around and saw a faint glow behind him. He picked up his mini flashlight that had been shining into the fur on Ares's back. "Thanks!" The light calmed him down a little.

"Man, you'll never guess what happened! Those cockroaches came up in the park and took Boots! They just stole her right out from under my nose!" And suddenly Gregor was really mad at the roaches. "I mean, what were they thinking? Did they think I wouldn't notice?"

Ares veered off to the right and began to fly over a ridge along one side of the Waterway. "No, Overlander, they —"

"Well, did they think I wouldn't care? Like it would be okay just to grab her and run and I'd be, like, 'Oh, well, guess I won't be seeing Boots around.'"

"They did not think that," said Ares.

"Did they think I wouldn't come get her? And they'd just be able to keep her and do their little dances around her and sing 'Patty Cake' and —" said Gregor.

"The crawlers knew you would follow," Ares slipped in, before Gregor lost it.

"Of course, I followed! And man, when I get hold of those bugs, they'd better have some really good explanation for this whole thing. How far are we from their place?" said Gregor.