Larry and another man were running toward him. The lad halted, turned and faced them.

"What do you want of me?" he demanded.

"I'll show you what I want of you. You started this row."

"I did nothing of the sort, sir. You go on about your business and I shall do the same, whether you do or not."

Phil raised the canvas and stepped out. But no sooner had he gotten out into the lot than the two men burst through the flapping side wall.

The boy saw them coming and knew that he was face to face with trouble.

He adopted a ruse, knowing full well that he could not hope to cope with the brawny canvasmen single handed and alone.

Starting off on a run, Phil was followed instantly, as he felt sure he would be, but managing to keep just ahead of the men and no more.

"I've got you!"

The voice was almost at his ear.

Phil halted with unexpected suddenness and dropped on all fours.

The canvasman was too close to check his own speed. He fell over Phil, landing on his head and shoulders in the dirt.

The lad was up like a flash. Larry was close upon him now, and with a snarl of rage launched a blow full at Phil Forrest's face.

But he had not reckoned on the lad's agility, nor did he know that Phil was a trained athlete. Therefore, Larry's surprise was great when his fist beat the empty air.

Thrown off his balance, Larry measured his length on the ground.

"I advise you to let me alone," warned Phil coolly, as the tentman was scrambling to his feet. Already Larry's companion had gotten up and was gazing at Phil in a half dazed sort of way.

"Get hold of him, Bad Eye! What are you standing there like a dummy for? He'll run in a minute."

Phil's better judgment told him to do that very thing, but he could not bring himself to run from danger. Much as he disliked a row, he was too plucky and courageous to run from danger.

Bad Eye was rushing at him, his eyes blazing with anger.

Phil side-stepped easily, avoiding his antagonist without the least difficulty. But now he had to reckon with Larry, who, by this time, had gotten to his feet.

It was two to one.

"Stand back unless you want to get hurt!" cried Phil, with a warning glint in his eyes.

Larry, by way of answer, struck viciously at him. Phil, with a glance about him, saw that he could not expect help, for there was no one in sight, the performers being engaged at that moment in driving off the angry laborers, which they were succeeding in doing with no great effort on their part.

The lad cleverly dodged the blow. But instead of backing away as the canvasman's fist barely grazed his cheek, Phil, with a short arm jolt, caught his adversary on the point of his chin.

Larry instantly lost all desire for fight. He sat down on the hard ground with a b.u.mp.

Now Bad Eye rushed in. Again Phil sidestepped, and, thrusting a foot between the fellow's legs, tripped him neatly.

Half a dozen men came running from the paddock. They were the fellows whom the performers had put to rout. At that moment the bugle blew for all hands to prepare for the parade.

"I guess I have done about enough for one day," decided Phil.

"And for a sick man it wasn't a half bad job."

With an amused glance at his fallen adversaries Phil ran to the big top, less than a rod away, and, lifting the sidewall, slipped under and disappeared within.

CHAPTER VIII

PHIL MAKES A NEW FRIEND

"Tweetle! Tweetle!"

Two rippling blasts from the ringmaster's whistle notified the show people that the performance was on. In moved the procession for the Grand Entry, as the silken curtains separating the paddock from the big top slowly fell apart.

Phil, from his lofty perch on the head of old Emperor, peering through the opening of the bonnet in which he was concealed, could not repress an exclamation of admiration. It was a splendid spectacle--taken from a story of ancient Rome-- that was sweeping majestically about the arena to the music of an inspiring tune into which the big circus band had suddenly launched.

Gayly-caparisoned, nervous horses pranced and reared; huge wagons, gorgeous under their coat of paint and gold, glistened in the afternoon sunlight that fell softly through the canvas top and gave the peculiar rattling sound so familiar to the lover of the circus as they moved majestically into the arena; elephants trumpeted shrilly and the animals back in the menagerie tent sent up a deafening roar of protest. After months of quiet in their winter quarters, this unusual noise and excitement threw the wild beasts into a tempest of anger. Pacing their cages with upraised heads, they hurled their loud-voiced protests into the air until the more timid of the spectators trembled in their seats.

It was an inspiring moment for the circus people, as well as for the spectators.

"Tweetle! Tweetle!" sang the ringmaster's whistle after the spectacle had wound its way once around the concourse.

At this the procession wheeled, its head cutting between the two rings, slowly and majestically reaching for the paddock and dressing tent, where the performers would hurry into their costumes for their various acts to follow.

This left only the elephants in the ring. The huge beasts now began their evolutions, ponderous but graceful, eliciting great applause, as did their trainer, Mr. Kennedy. Then came the round-off of the act. This, it will be remembered, was of Phil Forrest's own invention, the act in which Phil, secreted in the elephant's bonnet, burst out at the close of the act, and, by the aid of wires running over a pulley above him, was able to descend gracefully to the sawdust arena.

He was just a little nervous in this, the first performance of the season, but, steadying his nerves, he went through the act without a hitch and amid thunders of applause. As in the previous season's act, old Emperor carried the lad from the ring, holding Phil out in front of him firmly clasped in his trunk.

No similar act ever had been seen in a circus until Phil and Emperor worked it out for themselves. It had become one of the features of the show last year, and it bade fair to be equally popular that season. Phil had added to it somewhat, which gave the act much more finish than before.

"Very good, young man," approved Mr. Sparling, as the elephant bore the lad out. Mr. Sparling was watching the show with keen eyes in order to decide what necessary changes were to be made.

"Coming back to watch the performance?"

"Oh, yes. I wouldn't miss that for anything."

As soon as the lad had thrown off his costume and gotten back into his clothes, he hurried into the big top, where he found Teddy, who did not go on in his bucking mule act until later.

"How's the show, Teddy?" greeted Phil.

"Great. Greatest thing I ever saw. Did you see the fellows jump over the herd of elephants and horses?"

"No. Who were they?"

"Oh, most all of the crowd, I guess. I'm going to do that."

"You, Teddy? Why, you couldn't jump over half a dozen elephants and turn a somersault. You would break your neck the first thing."

"Mr. Miaco says I could. Says I'm just the build for that sort of thing," protested the lad.