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after hours. We're not supposed to be out of the dorm."

For a second the three boys looked at each other hesitantly. Then, as though they had telepathically conveyed their individual decisions to each other, they turned toward the door. Tom opened it and stepped out into the hall cautiously, then turned back and nodded. Roger and Astro followed him quickly.

As Roger closed the door behind him, he murmured, "There's no reason for all of us to go. I was the one who took the spools, so I should bring them back. Why should you two guys risk getting caught?"

Astro punched him in the shoulder fondly. "We always work together, don't we?" he declared. "If one's gonna get into trouble, we all should."

"Let's go," urged Tom in a sharp whisper, and they all raced silently toward the slidestairs.

Seconds later, the three cadets of the Polaris unit were down in the main hallway of the dormitory building, tiptoeing toward the front portal. Pausing only to look into the O.D.'s office to make sure the officer wouldn't spot them, they reached the portal and ducked out. Pausing again to scan the immediate area for any watch officers, they darted across the slidewalk and into the shadows of the shrubbery.

Quickly and soundlessly, they raced across the green lawn of the quadrangle toward the dormitory where the Capella unit was quartered. Once they sprawled headlong on the turf and lay still as a watch officer suddenly appeared out of the darkness at the base of the Tower of Galileo. But he walked past without seeing them and they continued on across the quadrangle.

Reaching another clump of shrubbery right opposite the Capella unit's dormitory, the boys stopped and discussed their final move.

"This is getting ridiculous," whispered Roger. "I shouldn't have let you two come with me. But I'm going the rest of the way myself."

"We came this far, Roger," asserted Tom. "We'll go the rest of the way and help you explain."

"And you've got a space-blasting lot to explain."

The three cadets whirled as a familiar voice snarled out of the darkness behind them. They saw three figures, all in cadet uniforms, wearing the insigne of the Capella unit. In the forefront was Tony Richards scowling angrily.

"Tony!" gasped Tom. "What are you doing out here?"

"We were on our way over to your dorm, Corbett," growled Tony Richards. "We saw you three sneaking across the quadrangle."

"Coming to pay us a visit, fellas?" asked Roger blandly.

"You know blasted well why we were coming," snapped McAvoy, the second member of the Capella crew.

Davison, the third member of the unit, stepped forward. "Give us back our study spools," he demanded.

"Take it easy," said Tom in a calm voice. "We were bringing them back to you."

"I'll bet," snapped McAvoy.

"Relax," growled Astro. "Tom said we were returning them. We admit it was a dirty trick, but you haven't lost much time. Half an hour maybe."

"Don't try to cover for Manning, Astro," said Tony heatedly. "It's a shame you two guys are stuck with a bad rocket like Manning in your unit."

"Bad rocket!" exclaimed Roger.

"Now, wait a minute, Tony," Tom said, advancing toward the broad-shouldered cadet. "We are returning the spools, and we apologize for yanking them from the Earthworm. But that doesn't mean we'll listen to that kind of talk about Roger."

"He stole them, didn't he?" retorted Davison.

Roger stepped forward. "Davy, my boy," he said in a low controlled tone, "I don't like that remark. I've got a notion to make you eat that word."

"I don't think you can, Manning," replied the angry cadet.

Tom stepped between them quickly. "Listen, fellows, we don't want any trouble. Here are the spools." He held them out.

"That's what I mean, Corbett," said McAvoy sarcastically. "Manning gets you in trouble and then you and the big boy have to bail him out."

"We've apologized," retorted Astro angrily. "You're getting the spools back. So no more cracks about Roger."

"I can take care of myself, Astro," said Roger.

"Here, take the spools and get back to your dorm," growled Tom. He handed the pile of spools over, but as Tony extended his hands, one of the spools dropped to the grass. No one made a move to pick it up.

"There are the spools," said Tom icily. "Now beat it."

"Let's go," said Davison, leaning over to pick up the spool. "The air is beginning to stink around here."

Red-faced, Roger stepped forward and put his foot on the spool just as Davison reached for it. "That's enough, Davison," he snarled.

"Why, you dirty space crawler—" Davison straightened up and swung wildly. Roger ducked the blow easily, then spun the heavy-set cadet around and pushed him back into the bushes.

Tony Richards stepped forward and Astro turned to him threateningly, but Tom quickly shoved them aside and faced Richards.

"Listen, Tony," he said. "We're all out after hours, and if a watch officer spots us, we've had it. We don't want any trouble." He glanced at Davison, who was being restrained by McAvoy. "We apologize. Now get out of here before we're all logged."

Richards nodded and started to turn to his unit mates when suddenly Davison jerked free and lunged at Roger. The blond-haired cadet was not caught unawares. He stepped aside and threw a quick jolting right straight to the Capella cadet's jaw. Davison staggered back and fell to the ground. He shook his head, jumped to his feet again, and charged back with a roar.

Both Tom and Astro and Tony Richards and McAvoy grabbed at their respective unit mates and tried to restrain them. In the struggle to keep Roger and Davison apart, Astro accidentally pushed Richards to one side.

"What in blazes—!" yelled Richards. He suddenly released Davison and gave Astro a shove that sent the big cadet sprawling. And then, without warning, McAvoy swung at Tom. The curly-haired cadet saw the blow coming a fraction of a second too late and caught it on the side of his head. He fell back into the bushes.

Roger yelled in anger at the sudden attack, and grabbing Davison by the front of his tunic, slammed a hard right into the cadet's stomach. Richards grabbed Roger, holding him around the head and neck, as McAvoy swung at him viciously. Seeing their unit mate pommeled, Tom and Astro charged back and the battle was on. The two units forgot about the watch officers and the strong possibility of being caught and slugged it out in the darkness of the quadrangle. The fight seemed to be the climax of a long-standing feud. The Polaris crew had first come to grips with Richards and his unit mates when they were assigned to the old rocket cruiser Arcturus. When the ship was scrapped, the cadets were transferred to the Capella, but the rivalry continued stronger than before. Time and time again, the two crack units had competed for hours on the athletic fields, in space flight tests, and in the classroom. The Polaris unit had constantly come out ahead, often by no more than a fraction of points, but their superiority was clear, and the Capella unit could not repress its resentment and jealousy.

Tony Richards and Tom had squared off and were boxing with lightninglike thrusts of their fists, each waiting for an opening. In back of them, Roger and Davison were simply hammering away at each other's mid-sections, and Astro and McAvoy were rolling around on the ground like bears, growling and tugging. It was brute strength against brute strength.

Tom danced away from Richards' rapierlike left, weaved low, and shot a hard right to his opponent's stomach that left him gasping. Richards doubled over and stepped in to bring up a solid right, then hesitated. Richards was through. The blow to the mid-section had taken all the fight out of him. Tom refused to pursue his advantage while the other could not fight back. His anger cooling rapidly, Tom realized that the whole fight was nothing more than a misunderstanding. As Richards sank to the grass helpless and gasping for breath, Tom turned to break up the other two fights. But Roger was just finishing his battle with Davison. Feinting to the mid-section and pulling Davison's guard down, Roger hooked his left cleanly to the jaw, following immediately with a haymaker right. Davison dropped to the turf, out cold.

Meanwhile, Astro had rolled on top of the last cadet of the Capella unit, and with his great strength, clamped McAvoy's arms to his side. Face to face, the two cadets glared at each other. The muscles tightened in Astro's arms, and beads of sweat popped out on his face.

"Give up!" demanded the Venusian, tightening his grip.

Tom shot a hard right to his opponent's stomach Tom shot a hard right to his opponent's stomach

Slowly McAvoy sagged under the pressure Astro was applying and his face began to redden.

"He'll break his back," whispered Roger to Tom.

Tom nodded and stepped forward. "Let him go, Astro. He's finished."

Astro did not let go. His face was white with anger. McAvoy bent further back. "Give up," demanded Astro.

"Grab him," said Tom to Roger. "Get him off Mac before he breaks his back."

Tom and Roger jumped to Astro's side and each grabbed one of the powerful arms encircling McAvoy. It took all their strength to break the viselike hold the giant Venusian had on the other cadet, but slowly they pulled the muscular arms back and McAvoy slumped to the grass.

The three victorious cadets paused and looked down at the beaten Capella crew, then looked at each other.

"Well," sighed Roger, "I suppose that the least we can do now is get them back to their dorm."

Tom and Astro nodded. As the three boys started forward they were stopped by a voice behind them—a voice that roared like an atomic blast.

"Stand to!"

Whirling around in surprise for the second time within a space of ten minutes, Tom, Astro, and Roger saw a menacing sight standing behind them, his balled fists jammed on his hips, his booted legs widespread, and his massive head thrust forward. It was Major Lou Connel, more familiarly known as "Blast-off" Connel, a Senior Line Officer of the Solar Guard and the sternest disciplinarian in the whole Academy. Behind him stood a short, thin man, whom none of the boys recognized.

Connel stepped forward slowly and menacingly, glaring at the three boys.

"Out a little late, aren't you, boys?" he asked with a mildness that sent a chill down their spines.

"Y-yes sir," replied Tom, a slight tremor in his voice.

"On official business, I presume?" The major's voice was still as smooth as silk.

Tom gulped and then shook his head. "N-no, sir," he quavered.

Connel's eyes widened in mock horror. "Why, Corbett," he exclaimed, "didn't anyone ever tell you the rules of Space Academy? Or perhaps you didn't know what time it was?"

Tom bit his lip. He knew that he and his unit mates were caught in a hopeless trap and that Connel was simply baiting them. "I knew what time it was, sir," he said. "We're out after hours."

Suddenly there was a movement in the brush behind Tom as McAvoy stumbled to his feet. Richards also sat up groggily.

"Major!" It was the man behind Connel who spoke. "Who are they?"

As though in answer, Davison stood up too and the three members of the Capella unit were suddenly and horribly aware of the presence of Connel. They immediately braced themselves, their faces white with sudden fear.

"So!" Now the major's voice began to roar again. "Fighting, eh? Well, now we really have something here."

"Sir," began Richards tremulously, "if you'll let us explain—"

"I'll let you explain all right," thundered Connel. "Out after hours, fighting, you'll have a great time explaining to an inquiry."

"An inquiry!" Tom exclaimed involuntarily.

"Did you expect anything less?" roared Connel. "You are all under arrest

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