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the late afternoon sun. To their horror, they saw the unmistakable mushrooming cloud of an atomic blast rising in the synthetic atmosphere behind it.

"By the craters of Luna—" gasped Strong.

A second flash and explosion rocked the prison asteroid and suddenly the tower disappeared. Almost immediately, a spaceship appeared over the small planetoid and began systematically pounding the surface installations with atomic blasters.

"Captain Strong," cried Astro. "Tom and Roger—they were in the tower!"

"Come on," yelled Strong, "we've got to get back!"

"You ain't going nowhere, Strong," snarled Coxine behind him. "I've been waiting a long time for this!" He suddenly struck the Solar Guard officer with a heavy rock and Strong slumped to the ground unconscious. Before Astro could move, Coxine smashed him to the ground with a blow on the back of the neck. They both lay deathly still.

Then, as the atomic bombardment of the penal asteroid continued, the giant space criminal jumped into the jet car and sped away.

CHAPTER 11

"Fire!" bawled Major Savage to his crew of gunners.

At the other end of the field one of the remaining two undamaged rocket destroyers blasted off to battle the invading spaceship.

Tom and Roger had been on a tour of the great central tower with Major Savage when the attack came and had been ordered to find safety in the open fields. The major knew the tower would be one of the first targets.

Sprawled on the ground behind a bunker, they saw the major, his space jacket torn from his back, standing in the middle of the field, quietly issuing orders to scarlet-clad spacemen, desperately trying to organize the penal asteroid's defenses.

The spaceship, which had somehow managed to penetrate the tight radar warning screen around the prison, had struck with merciless precision. Again and again, its atomic blasters had found the most important installations and had wiped them out. The first target, after the tower had been shattered, was the underground launching ramps for the asteroid's small fleet of rocket destroyers. But even after a direct hit, the guards were able to ready two ships to fight the attacking spaceship. The first was already diving in, her small one-inch blasters firing repeatedly.

Suddenly, Lieutenant Williams, in command of the second ship, came racing up to Major Savage, to report that his radarman had been hit and the ship couldn't blast off.

"Here's where I get into the act!" Roger jumped up immediately, and with a brief "So long, spaceman" to Tom, raced off to join Lieutenant Williams.

"Spaceman's luck," yelled Tom as the officer and the cadet ran toward the waiting ship.

Looking skyward again, Tom saw the first destroyer diving toward the attacking spaceship, trying to get in range with her lighter armament. Suddenly there was a burst of brilliant light. The lighter ship had been completely destroyed by a direct hit.

Sick with horror, Tom looked away and watched the ship Roger had joined blast off under full acceleration. It roared spaceward in a straight line, disappearing at incredible speed.

Meanwhile, the invader continued to blast relentlessly. One—two—three—four—automatic reload—one—two—three—four, reload. Over and over, firing at seemingly peaceful fields of grass, only to strike an armory, space cradle, or supply depot buried underneath the ground. Suddenly it changed its course and trained its guns skyward. Tom looked up and saw a tiny flyspeck roaring straight down at the ship. It was Lieutenant Williams' rocket destroyer, with Roger on the radar bridge, in a suicidal attempt to destroy the invader. But the larger ship was ready. The two forward blasters opened fire. A flaming ball of light exploded near the stabilizer of the destroyer and it fell off course to float helplessly in free-fall orbit around the asteroid. Still lying on the ground, Tom sighed with relief. At least Roger was all right.

Then the young cadet saw the invading spaceship move away from the area around the tower toward the horizon not too far away on the small planetoid. He followed it with his eyes and saw it suddenly land near a cluster of white prisoner huts. Tom gasped as the reason for the attack became clear.

"Major! Major! Major Savage!" he called as he raced across the field. But the major was nowhere to be seen. A guard carrying a medical kit hurried past him and Tom grabbed him by the arm.

"Major Savage! Where is he?"

The guard pointed to a near-by stretcher and Tom saw the unconscious figure of the major sprawled on the plastic frame.

"But—but the prisoners are getting away!" yelled Tom.

"I can't do anything about it. I've got wounded men to care for!" The man jerked away and disappeared in the smoky, choking dust.

The curly-haired space cadet, his face blackened from the smoke, his lungs crying for fresh air, started across the blast-pitted field, looking for help. But there was none to be had. Suddenly he wheeled in the direction of the spaceship and started to run toward it.

As soon as the young cadet had left the smoking area around the wrecked tower, he realized that it was the only section of the small satellite that had suffered attack. Ahead, he could see the prisoners in their white suits crowding around the stabilizer air lock of the invading ship.

Tom dropped to his stomach and watched the knot of men. Suddenly the air-lock portal slid open. There was a loud cheer and the prisoners began scrambling aboard.

Tom knew he would have to move fast. Taking a dangerous chance, he rose to a half-crouch and dashed to one of the small white huts only a hundred feet away. With a final glance at the thinning crowd of escaping men around the ship, he ran straight for an open window, diving headlong through it.

Inside, Tom waited breathlessly for a shout or warning that he had been seen, but none came. He glanced through the window and saw that only seven or eight men remained outside the port. He turned away quickly and began searching the hut.

He found what he was looking for rolled up on the bed where its owner had used it as an extra pillow. He shook out the prison suit of white coveralls, stripped off his own blue cadet's uniform, and hurriedly put on the distinctive prison gear. It was a little large for him and he rolled up the sleeves and trouser legs, hoping no one would notice in the excitement. Then, with a deep breath, he stepped out of the hut into full view of the prisoners still left at the air lock.

"Hey, wait for me!" he yelled, running for the ship.

The men paid no attention in their haste to get aboard the ship. When Tom reached the air lock, there were only two left. He slapped the nearest man on the back.

"Pal, I've been waiting for this a long time!"

"Yah," the man answered, "me too!" Then he looked at Tom closely. "Say, I've never seen you around here before!"

"I just got in on the supply ship last week. They kept me in the tower for a while," Tom replied.

"Oh, well," said the man, "they ain't keepin' anybody there anymore!"

"Come on you guys," snarled a heavy-set man in the air lock above them. "We ain't got all day!"

Tom looked up, and without being told, he felt he was looking into the face of Bull Coxine. And when the other prisoner spoke, he was certain.

"Yeah, Bull," said the man. "Comin', comin'!" He reached up and Bull grabbed his outstretched hand. When Bull pulled, the man literally leaped through the air into the air lock.

"All right, space crawler," roared Bull to Tom, "you're next!" The big man stuck out his hand. Tom gulped. For one desperate second he thought of turning and running away.

"Well?" growled Bull. "You coming or ain't cha?"

"You're blasted right I'm coming," said Tom. "This is one time the Solar Guard is taking it on the chin. And, crawler, am I happy to see it!"

He grabbed Bull's hand and was lifted as easily as if he had been a feather. Coxine dropped him on the deck and turned away without a word to disappear inside the ship.

As he looked around, Tom suddenly felt a cold shiver run through his body. He felt as if he had signed his own death warrant. There was no mistake about it. The ship was the same one he had watched night after night at the exposition on Venus. And the names of the two owners exploded in his brain. "Wallace and Simms!"

He turned to jump out of the air lock, but it slid closed in front of him. He was trapped.

Sprawled on the ground in front of one of the white houses near the tower perimeter, Captain Strong stirred, shook his head, and painfully rose to a half-crouch. With eyes still dulled by shock, he looked around to see Astro lying unconscious a few feet away. His brain still reeling from the effects of Coxine's sneak attack, he staggered over to his knees beside him.

"Astro, Astro—" Strong called. "Astro, snap out of it!"

The big Venusian moaned and opened his eyes. He sat bolt upright. "Captain Strong! What happened?"

"I'm not too sure, Astro," said Strong. "All I remember is Coxine slugging me."

As they struggled to their feet, they suddenly noticed the towering columns of smoke rising into the air.

"By the rings of Saturn!" gasped Strong. "Look, Astro!"

"Blast my jets!" cried the big cadet. "What—what could have happened?"

The two spacemen stood gaping at the shattered remains of the tower and the smoldering area around it. In the distance, scarlet-clad guardsmen moved dazedly around the wreckage and above them a rocket destroyer was blasting on one jet, coming in for a touchdown.

"Astro," said Strong grimly, "I don't know how it could have happened, but the prison asteroid has been attacked. A rocket-blasting good job of it! Come on! We've got to get over there!"

"Yes, sir," said Astro. As they started running toward the field, he searched the figures moving about in the distance for two familiar blue uniforms. "I don't see Roger or Tom, sir," he said hesitantly. "Do you think—?"

"We'll just have to wait and see," interrupted Strong grimly. "Come on, step it up!"

As the two spacemen approached the smoking ruins of the underground cradles, ammunition dumps, and repair shops, they passed groups of men digging into the rubble. In sharp contrast to the careful scrutiny they had received when they first arrived at the prison, no one noticed them now. Strong stepped up to a man in a torn and dirty sergeant's uniform.

"What happened?" he asked.

The man turned and looked at Strong and Astro. Aside from the swollen bump on the Solar Guard captain's head and the bruise on the cadet's neck there were no signs of their having been in the attack. When the guardsman finally replied, there was a sharp edge to his voice. "I thought everyone knew we were attacked, sir!" He turned back to a detail of men who were watching. But Strong pulled the man up sharply.

"Attention!" he barked. The sergeant and the crew came to stiff attention. Strong stepped forward and looked the guardsman straight in the eye. "Under any other circumstances, Sergeant," snapped Strong, "I'd have your stripes and throw you in the brig for your insolence! Now I want a clear account of what happened. And I want it blasted quick!"

"Yes, sir!" stammered the guardsman, realizing he had gone too far. He hurriedly gave a detailed description of the battle, ending with a report that Major Savage had been injured and that Lieutenant Williams was now in command of the prison.

"Where will I find Lieutenant Williams?" asked Strong.

"At the rocket destroyer, sir. It just landed."

"Very well, Sergeant!" said Strong, adding in a gentler tone, "I realize you've had a rough time of it, so we'll forget what just happened. Get back to your work."

As Astro followed the Solar Guard captain toward the rocket ship he saw a familiar figure standing near the air lock. A boy with close-cropped blond hair and wearing cadet blues.

"Roger!" yelled Astro joyfully. "Captain Strong, look! It's Roger!"

They quickened their pace and were soon beside the small space vessel that had been blasted out of commission before it could fire a shot. While Roger was telling them of having volunteered for radar operations aboard the ship and of their being disabled by a near miss, Lieutenant Williams suddenly appeared in the air lock and saluted smartly.

"Major Savage has been injured, sir," said Williams. "Since you are the highest ranking officer on the asteroid, are there any orders?"

"I'm not acquainted with your men, or your prison, Williams," replied Strong. "I'll accept the command as a formality but appoint you my chief aid. Carry on and do anything necessary to get things cleared away."

"Very well, sir," said Williams.

"Have communications

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