Trees, grass, streams, flowers, butterflies flying around jerkily, bees buzzing from flower to flower, squirrels racing up and down the trees.

Walking here and there were androids. Androids in their natural form, machines made of steel and something white. The androids had mouths that were almost like muzzles, clumsy-looking legs, and stubby fingers.

But it wasn't the presence of half-dozen or so androids that was really shocking. What was really shocking was that there were hundreds, maybe even a thousand dogs.

Normal, everyday Earth dogs, every breed and half-breed you could imagine, running in packs, yipping, yapping, bowwowing, howling, growling, ruff-ruffing dogs. They were chasing squirrels, smelling each other, and generally having a great ole dog time.

Jake, Cassie, and I stood there with our jaws hanging open like complete idiots. If Ax had possessed a mouth, his would have been hanging open, too.

It was doggie heaven. Dogs and robots in a huge, underground park.

One of the robots came trotting toward us. As it got near, a hologram shimmered around it.

A second later, it was Erek.

"Welcome," he said. "I guess you're probably a little surprised."

e are the Chee," Erek said.

Mr. King had left, and Erek had brought us to a place beneath a large tree. A little stream trickled by, just a few feet away. A wall of silence had come down, as if someone had turned down the sound of all the barking dogs. I could still hear them, but it was as if the sound were far away now.

"You are androids." Ax commented.

"Yes."

"You show a very high level of technological sophistication." Ax said.

Erek smiled with what looked exactly like human lips. "We are just the creation. It is our creators who were the great builders."

"Why did you bring us down here?" Jake asked.

"Why show us all this?"

"We want you to trust us," Erek said. "We know that you're suspicious. You have to be. I'm sure you've left some of your people outside, just in case we betray you. I wanted us to be equal. I wanted you to know our secrets, since we know yours."

"We saw you at the concert," I started to say.

He looked surprised, then nodded. "Ah, yes. You were the two dogs, weren't you? I sensed something odd about you. Tell me: What's it like to actually be a dog?"

"It's truly cool," Jake said. "You knew we were the two dogs?"

Erek shook his head. "We didn't know, but I felt something strange. We've known there were morph-capable forces on Earth. There is very little that the Yeerks know that we don't also know."

"You were handing out flyers for The Sharing. You were at a meeting of The Sharing," I accused.

"True. But maybe I should tell you our story.

Then you'll understand who we are. And why we are your allies. And also why we ... or at least some of us ... would like your help."

"That would be nice," Cassie said.

You have to say one thing for Erek: The boy knew how to tell a story. Suddenly, everything around us dissolved. In its place there grew a vast, three-dimensional picture. It looked as real as Erek.

We were no longer on Earth. There were two suns in the sky, one small and almost red, the other four times as big as Earth's sun and a deeper gold.

The trees and flowers and grasses around us were definitely not anything that had ever grown on Earth. The trunks of the trees were green and smooth.

But instead of leaves, the branches just kept splitting into ever smaller branches and twigs that grew gradually from green to silver to a brilliant shade of pink. These pink twigs were all intertwined, so that from a distance the trees looked like huge balls of pink steel wool.

The trees were no larger than Earth trees, it seemed to me, but what was huge were the mushrooms. At least, they looked kind of like mushrooms. They were half as large as the trees themselves. Messy nests of some leathery, leaping, three-legged animal seemed to be perched on each of the mushrooms.

There were other animals around, each stranger than the last. But the main animal we saw was a two-legged creature that stood may be four feet tall. It had long, floppy ears and a muzzle.

It looked weirdly like a dog that could walk on its hind legs. It looked, in fact, a little like Erek when he dropped the hologram and showed his true self.

"Our creators," Erek said. "They were known as Pemalites. A hundred thousand years before the Andalites learned to make fire, the Pemalites were capable of faster-than-light travel."

I noticed Ax's tail twitch a little at that.

"And of course, humans were just hairy apes when the Pemalites first visited Earth. The Pemalites were not interested in conquest, or in interfering in the lives of other planets. They enjoyed life."

Erek smiled. "They loved to play. They loved games and jokes and laughter. And they had been a fully evolved race for so long that all the harsher instincts were gone from them. They had no evil in their hearts. They had no evil in their souls."

I found this hard to believe. But as I watched the hologram around me, it was possible to believe that on this weird planet the Pemalites had found some deep inner peace. There was just a sense of deep calm about the place. Like one of those Zen gardens or something. It just felt peaceful.

Peaceful, but not dead or tired or boring. In fact, everywhere I looked, I saw Pemalites jumping around, chasing, playing, and making an odd CHUK CHUK CHUK that must have been laughter.

The scene around me changed, like a movie doing a flash-forward. Now, mingled in with the Pemalites, were androids like Erek. The androids looked vaguely like their canine creators.

"We were toys, originally," Erek said. "The Pemalites made us to play with. They called us the Chee. It's a word that means "friend." They also had work for us to do, but they created us mostly to be their companions. An artificial race, yes, but not a race of mechanical slaves."

Erek looked at us and I swear there were tears in his holographic eyes. "We were their friends and equals and companions. They taught us to laugh and play. They loved it when they were able to create androids who could tell a joke. There was a celebration that lasted a year."

Then . . . ZZZZZZZAAAAAAAARRRRPPPP! I jerked back. A monstrous beam of light sliced the ground open right in front of us, like some insane plow tearing up the earth. It inciner ated the pink Brillo pad trees and the huge mushrooms.

"Then the Howlers came," Erek explained. "They suddenly popped out of Zero-space, thou sands of powerful ships. They had come from clear outside this galaxy. The Pemalites had no idea who they were. And they never found out what the Howlers wanted. The Howlers made no demands.

They just attacked. Maybe that's all they wanted: to destroy."

What Erek showed us next was like one of those horrifying films from World War II.

Pe-malites hunted from the air. Pemalite space stations blown apart. Pemalite ships sliced open, and helpless Pemalites left to drift through cold, dead space. The scenes of massacre just went on and on.

I noticed Cassie was crying. I think I was crying, too. It was too horrible.

"Almost the entire race of Pemalites was wiped out," Erek said. "A few hundred Chee and a few hundred Pemalites left the planet, escaping in a single ship just seconds ahead of a new wave of Howler attacks.

"We escaped into Zero-space. We had no plan, no idea what to do."

"Why didn't you fight back?" I demanded.