You have your Hork-Bajir slaves. And other slaves from other worlds. Why these people?"

"Because there are so many, and they are so weak," Visser Three sneered. "Billions of bodies! And they have no idea what's happening. With this many hosts we can spread 19 throughout the universe, unstoppable! Billions of us. We'll have to build a thousand new Yeerk pools just to raise Yeerks for half this number of bodies. Face it, Andalite, you have fought well and bravely. But you have lost"

Visser Three stepped right up to the Andalite. I could feel the Andalite's fear, but rather than cower, he fought the pain of his wound and climbed to his feet. He knew he was going to die.

He wanted to die on his feet, looking his enemy in the face.

But Visser Three was not done taunting his foe. "I promise you one thing, Prince Elfangor - when we have this planet, with its rich harvest of bodies, we will move against the Andalite home world. I will personally hunt down your family. And I will personally oversee the placement of my most faithful lieutenants in their heads. I hope that they will resist, so I can hear their minds scream."

The Andalite struck!

His tail whipped up and over, so fast you couldn't really see it. The Visser twisted his head aside. The Andalite's tail blade missed the Visser's head by a bare half-inch. But it sliced into his shoulder. Blood - or something like blood - sprayed from the wound.

"Yes!" I hissed.

"Aaaaaarrrrrgh!" I could hear the Visser's howl of pain in my head.

At the same time, a blinding beam of blue light shot from the tail of the Andalite ship. It sliced into the nearest Bug fighter. Hork-Bajir and Taxxons scattered.

Even crouching behind the wall, I could feel a wave of blistering heat. The Bug fighter sizzled and disappeared.

"Fire!" Visser Three yelled. "Burn his ship!"

The night exploded in blinding light. Red beams lanced from the Blade ship and the remaining Bug fighter. The Andalite ship glowed, and, with a strange slowness, disintegrated.

Then, in the flash and glow of Dracon beams I saw . . . or thought I saw . . . humans. A small group of them, maybe three or four, back in the shadows behind the Visser.

"There are people over there," I told Marco.

"What? Are they prisoners?"

"Take the Andalite," Visser Three ordered his soldiers. "Hold him for me." Three big Hork-Bajir grabbed the Andalite and held him down. Their wrist blades were at his throat, but they knew better than to kill him.

That was to be Visser Three's personal privilege.

20 Then we saw why a Yeerk as powerful as Visser Three would inhabit the only captured Andalite body. As we watched, Visser Three began to morph.

His Andalite head grew large, larger. Much larger. The four horselike legs merged into two and then expanded, each leg becoming as big around as a redwood tree. The delicate Andalite arms sprouted and became tentacles.

"This isn't real," Cassie whispered. "This isn't real."

In the hideously bloated head, a mouth appeared. It was filled with teeth as long as your arm.

The mouth grew wider and wider, becoming a monstrous, terrifying grin.

There was nothing left of the Andalite body, A monster had taken its place.

"R-r-r-r-a-a-a-w-w-w-w-g-g-g!" The roar of the beast Visser Three had become made the ground shake.

I covered my ears with my hands.

"R-r-r-r-r-r-a-a-a-a-g-g-g!"

My teeth rattled from the sound. I heard someone whimpering. It was me.

Visser Three had become a monster that made the Hork-Bajir and the Taxxons look like harmless toys. He reached out with one thick tentacle and grabbed the Andalite by the neck.

"No, no, no," I heard Cassie whispering over and over again. "No, no, no, no."

"Don't look," Rachel said to her. She put her arm around Cassie's shoulder and held her close.

Then she reached for Tobias and took his hand. I guess you never really know someone till you see them scared. And even scared to death, with tears running down her face, Rachel had strength to spare.

Visser Three lifted the Andalite straight up in the air, tearing him from the grasp of the Hork-Bajir. The Andalite prince struck again and again with his tail. But each strike was like a pinprick against such a creature.

Visser Three held the Andalite high in the air.

And then Visser Three opened his mouth wide.

21 CHAPTER 6

I don't know what came over me right then. I had been so afraid. So terrified. But it was like something just snapped in my head. I couldn't just hide and watch, f couldn't.

"You filthy - "

I jumped to my feet. I snatched up a piece of rusted iron pipe from the ground and started to climb over that wall.

I guess I just went crazy or something. It had to be craziness, because there was no way that I, alone, armed with a piece of pipe, was going to accomplish anything.

"No!"

The Andalite's silent cry made me hesitate. I felt Marco's hands grabbing at my shirt and pulling me back. Tobias and Marco held me down. Rachel put her hand over my mouth. I was trying to scream, or curse, or something.

"Shut up, you idiot!" Marco hissed. "You're just going to get us all killed."

"Jake, don't." Cassie put her hand on my cheek. "He doesn't want you to die for him. Don't you realize? He's dying for us."

I shoved Marco and Tobias away angrily. But I was in control of myself again.

I peeked over the wall again. The Andalite prince was helpless in the grasp of Visser Three. I saw him held high in the air. I saw Visser Three open his monstrous, gaping jaws.

I saw the Andalite fall into that open mouth.

The mouth closed. The teeth ripped the Andalite apart. And the Andalite Prince Elfangor-Sirinial-Shamtul died.

At the very end, he cried out. His cry of despair was in our heads. His cry will always be in our heads.

The Hork-Bajir-Controllers began making a huffing sound, like whuh-whuh-whuh. Maybe they were laughing or applauding. The Taxxon-Controllers rushed forward and crowded around Visser Three. They seemed to be stretching up toward him, and then I saw why - a piece of the Andalite fell from the Visser's jaws and the nearest Taxxon greedily gobbled it up.

Tobias turned away and covered his face with his hands. Cassie had tears streaming from her eyes. So did I.

I heard a sound that was strange because it was so normal. It was laughter. Human laughter.

The humans . . . the Human-Controllers - because that's what they were - were laughing, like they were at some kind of a show. For a moment ft seemed to me that one of those laughing voices was familiar, like I'd heard it before. But then the sound was swallowed up in the huffing of the Hork-Bajir.

22 Visser Three morphed out of his monstrous form and slowly regained his Andalite body.

"Ah," I heard him think, "nothing like a good Antarean Bogg morph for . . . taking a bite out of your enemies."

Again the Human-Controllers laughed and the Hork-Bajir-Controllers huffed, and I heard a familiar human laugh I could not quite place.

Marco started throwing up. It was an understandable thing to do. But somehow that sound caught the attention of the nearest Hork-Bajir.

The snake head turned. He was perfectly still.

We were perfectly still.

The Hork-Bajir turned toward us. The nearsighted eyes were aimed directly at our little hiding place.

I don't know who panicked first. Maybe it was me. Maybe we'd just had all the fear and horror we could stand. It was like an electric shock went through all of us. We were running before I had a chance to even know what I was doing.