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The first Planeteer watched with emotion as the distant lights of Saturnopolis slid away to the left. Down there in the great capital city of Saturn, somewhere, was Lana Cain. She would likely be imprisoned in the citadel of Haskell Trask, dictator of the League — the big fortress-palace that was the very storm center of the gathering menace threatening the four inner worlds.

Thorn had had the girl in his mind every hour of the long flight out to Saturn. Again and again he had envisioned her eager white face as she had stood with him under the meteor-blazing night sky of Turkoon, telling him her dreams for the future. She had become much more to’ him, he realized deeply, than just the pirate girl who held the secret he must obtain.

The lights of Saturnopolis disappeared as the Venture throbbed westward through the night. They glimpsed the lights of another, smaller city far to the north. Then Stilicho sent the ship in a long, descending glide toward the far-stretching black wilderness that now lay beneath.

Air whistled thinly outside the walls. The ship dropped into thin mists. Then through the mists the surface rushed up toward them — a vast and endless forest of grotesque, towering growth, dimly lit by the radiance of three moons and the majestic arc of the ring.

With a prolonged flash from the keel tubes and a soft, bumping jar, the Venture landed. They were in silent darkness.

"Here's the fungus forest you wanted to be landed in,” said Stilicho doubtfully. “It's a long way from here to Saturnopolis, though."

"We'll get there,” Thorn told him grimly. “It would be inviting capture to land too near the capital. By landing here and working our way toward Saturnopolis as slith-hunters, we'll be much less likely to be suspected by the secret police."

* * *

Gunner Welk and Sual Av were gathering the atom-guns and other equipment they were to take with them. The Planeteers had already changed into jackets and boots of soft Jovian leather.

"You're sure you understand where you're to wait for us with the Venture?" Thorn asked the old pirate.

Stilicho's white head bobbed. “Out in the ring, in Cassini's division just at the west limb of the planet-shadow. We'll lie there in the ship till you come. But how will you get out there?"

"If we get Lana out safely,” Thorn clipped, “we'll steal a small ship somehow and get there."

They went down to the ship door. It had been opened and the frigid, misty air of Saturn, faintly tainted with ammonia, was pouring into the ship. The motley crew was silently watching as the Planeteers prepared to disembark. And Ool, the big gray space dog, pressed against Thorn's legs and looked up at him with great green eyes that held an almost human expression of anxiety.

"Ool wants to go with you,” said Stilicho. “He senses you're going after Lana."

"We daren't take him — it'd arouse too much attention for poor slith-hunters to own such a rare beast. You hold him, Stilicho,” Thorn said.

"Won't you change your mind and let me go along with you?” asked the old Martian pleadingly.

"We've argued that out,” Thorn reminded him. “One of us four has got to keep the ship waiting at the rendezvous in the ring, and that's the way in which you can best help us."

Stilicho, holding the space dog's neck, reached up to grip Thorn's hand with bony fingers. His cracked voice quavered.

"Good luck, boy — and God grant you bring the lass out safely."

The door ground shut. With a resounding reverberation of blazing keel-tubes, the Venture blasted off.

The Planeteers stood silent in the frigid misty darkness, watching the ship disappear into the sky.

"So we're on our own now,” rumbled Gunner Welk. “And all we have to do is make our way into Saturnopolis through ten thousand secret police who are watching for spies, break into Haskell Trask's citadel that even Saturnians don't dare go near, and steal away the dictator's most important prisoner right from under his nose. It's almost too easy!"

"I hate to see you grow sarcastic, Gunner,” said Sual Av worriedly. “It's the mark of a small mind."

The Venusian dodged, chuckling, as the towering Mercurian aimed a bear-like blow at him.

"Be quiet!” snapped John Thorn tautly. “I hear someone or something."

The other two Planeteers were instantly silent, all three gripping their heavy atom-guns and listening intently.

The great fungus forest that covered much of Saturn stretched about them in the cold mist, illuminated by the combined ring-light and moonlight. All around the little clearing in which they stood towered the enormous fungi, huge gray growths in the form of bulbous spheres, drawing their sustenance by parasitism from the thick mat of spongy mosses underfoot.

Nothing appeared stirring except a few “diggers" — furry little beasts with flat, spade-like noses, whose red eyes fearfully watched from tunnel-mouths nearby. The only sounds were the occasional zooming drone of pinkly luminous “fire bats” winging through the towering fungi, and the long, distant ululation of a pack of “climbers."

The sky over the Planeteers’ heads was weirdly magnificent — dominated by the colossal arc of the rings that spanned the heavens just south of the zenith like a huge, shining, white rainbow. Out beyond the rings shone the bright shield of Titan, sinking rapidly toward the horizon while Tethys and Rhea rose like twin jewels among the stars.

"I don't hear anything,” muttered Sual Av finally. “But the noise of the ship landing may have attracted—"

"John, look out!” yelled Gunner Welk suddenly. “A slith!"

One of the smaller bulbous gray fungi of the forest had suddenly begun to move. It came toward them with rocket-speed, a charge almost faster than the eye could follow.

Thorn knew it was slith as he flung his atom-gun to his shoulder. That creature alone could so perfectly mimic the gray fungi by means of its protective coloration,

Thorn glimpsed the charging thing over the sights of his weapon for an instant, a bulbous. oily gray monster ten feet high, its dumpy, shapeless body running with incredible swiftness on thick little legs, the two cold, bright eyes in the front of its faceless body flaming as its white-fanged mouth gaped unbelievably wide.

He fired and missed. His shell exploded blindingly just behind the charging slith. Gunner fired an instant later, and his atom-shell hit the creature's side. When the flare of the shell vanished, they saw the great gray mass lying unstirring only a dozen feet from them.

"We let that thing catch us napping!” Thorn said harshly. “We should have remembered this forest is alive with sliths."

"You're right about that!” yelled Sual Av. “There's another of them!"

The Venusian's gun fairly leaped to his shoulder. But instead of firing, he stared stupefiedly.

"Devils of space, look at it! The thing's coming apart!"

The second slith that Sual Av had glimpsed was a hundred yards away among the fungi. It was an even bigger creature than the first, and its treat gray mass was grotesquely different in shape, consisting of a large mass with the cold, bright eyes and wide, lipless mouth, and a smaller attached mass with eyes and mouth also.

The smaller mass was detaching itself from the main body of the creature. Soft gray flesh stretched and snapped. And instead of one slith, there stood two, a large one and a little one. A moment later, both of them charged toward the Planeteers.

The shells of three atom-guns exploded together around the onrushing monsters. Both lay dead when the flares died.

"Am I seeing things or did that creature really divide into two?” demanded the Venusian.