was no more than a bump along the upper surface. From it sprouted two clusters of the flowerlike things.

Rhem giggled at the sight of the empty crotch. There were no visible sex organs.

Green polyps swelled suddenly out of the chest region, and an odd saltysweet smell filled the air.

A circular sphincter opened in the same region and the weird, but now all too familiar voice of the thing hissed and spluttered at him once again.

Coincidentally the soccer-ball "head" had been reabsorbed into the pink mass of the main body of the alien flesh.

Rhem was dry-mouthed; although he had long since abandoned any attempt to understand what was going on, this fresh development was so bizarre he was left utterly amazed. Somehow he had thought that the huge shape the thing had taken would be the final form.

"We are going to leave ship and go down to surface of planet," it said slowly with several long pauses between syllables.

Rhem stared at it, then found his tongue.

"Where are we?" he said, and then giggled a little at the absurdity of a concept as elaborate as "where"

or "we" or even, for that matter, "are. "

"This is point of destiny, " the thing said. "You will be witness here. This was homeworld. "

"Right," Rhem said. This was the sharp place, where what came before might be sundered forever from what would come afterward.

Heldheim, who had been shivering in the corner shadows during this exchange, coughed on the salt-sweet gas the creature was suddenly emitting.

The pink wall contracted, tentacles shifted, and doors were opened.

The flower organs wobbled; one turned toward him. Rhem was suddenly certain now that they were optical organs.

"What about him?" Rhem said, pointing to the admiral. The orange flower things quivered slightly.

"Both will come and witness. You will wear spacesuits. "

"Wear spacesuits, of course, what else would one want to wear to witness in."

Reena, or the thing that looked like Reena, said simply, "Move. "

As they passed Rhem noticed that Reena's face and body were showing signs of wear. She had gone from lush beauty to haggard old age in a matter of a few days.

Still, the body functioned and would for a while longer; then ghosht would be required and a new host would have to be found. That would be a bad time for either Rhem or the admiral.

The ship itself was untouched, merely empty of people. Here and there furniture was smashed or overturned, but for the most part it was simply still and silent.

At the docking bay they found a spacesuit locker and suited up. The alien thing put on a suit, too, and so did Reena.

Then they boarded a shuttle, which was activated and waiting.

Soon after that the shuttle detached from the ship and dropped into reentry mode. There were no windows and the viewscreens were down, so Rhem and Heldheim had no idea where they were going.

Soon the shuttle was shuddering and wobbling down through the upper atmosphere. Rhem was frightened by this and kept imagining being burned to atoms in a shuttle accident.

"Well, theres atmosphere here, but it can't be one that we can breathe or we wouldn't need suits,"

Heldheim commented.

That made Rhem think of dying in the depths of some dark, alien atmosphere. It was not a comfortable thing to think about.

Then the ride smoothed out and continued uninterrupted until they made ground contact and bumped and banged across a smooth plain that went on for many, many miles. By that time they were aware that they had landed on a large body, the gravity was planetary heavy. This was no watermoon, no roid, and obviously no habitat built by cost-conscious humans.

Before they entered the airlock the Reena thing made them carry in two pieces of equipment, a portable rock drill and a power hammer that folded into a carrying box.

The air hissed out of the airlock and they strode out into a thin wind that swept fine dust across a dark, empty plain. The light was dim; the small red sun hovered high overhead. The dust whipped past on its eternal erosive mission. It was hard to see much more than thirty meters in any direction.

The Battlemaster, however, knew exactly where it was heading and started off at a brisk stride.

For a moment Heldheim entertained the notion of running somewhere, anywhere that was away from these terrible creatures.

Rhem saw Heldheims face, and saw the calculation there. He caught the admiral by the arm and pressed his helmet against the admiral's.

"Can you hear me?" he shouted.

"Yes," the admiral bellowed back. "You don't have to shout. "

"You can't escape them, they're much too fast. Believe me, I've seen them. They'll run you down and kill you."

Heldheim abandoned his crazy notion.

The plain was rock, not ice, and though it was cold it was not the cold of an ice moon. The gravity was massive, at least one g and perhaps more. They trudged forward through the dust. The hammer in its big steel box became a real burden after a while, and Rhem dropped behind. Reena dropped back to chivy him, and, sweating, he stepped up his pace once more.

Then the dust thinned out, temporarily, and they saw more clearly where they were. The plain was actually a flat surface on the top of a ridge, or a mountain; it was impossible to tell how far away they were from the lower surface they could see. Another ridge was visible in one direction and a third in the other. Directly ahead the plain rolled on unbroken, but behind them there was a vast fracture and a fault line which had split the ridge across and raised one side fifty feet higher than the other.

The shuttle's lights burned through the murk; it crouched like a hot, venomous insect in front of that rock wall.

Another break in the plain showed just ahead. A depression had formed and a large section had sheared away and fallen to one side of the ridge.

There were caves here, lots of them, showing as dark patches against the deep gray color of the rock.

In fact, the entire surface was porous, as filled with holes as a sponge. They clambered over brittle rock ledges and reached a row of major openings, each five or six meters in diameter.

The Battlemaster hesitated briefly here and inspected several of these caves before selecting one.

Heldheim and Kerwillig were herded inside. The suit lights came on automatically and illuminated the smooth interior surface of the cave; it curved away ahead to unknown destinations.

Heldheim pressed helmets. "This is not a natural formation," he said. "The walls are too smooth."

Rhem shrugged-something new to marvel at. Except that the yellow triangles were wearing off now, and he wasn't going to be able to take any more while he was in the spacesuit. There was an empty feeling in the pit of his stomach. His head hurt. He was afraid again, with that nagging terror of death that just wouldn't go away. The full nightmare descending over him once again.

After several minutes' steady progress the tunnel began to descend. It wound around itself several times in a spiral. Then it opened out into a large space, itself pocked by pits several feet deep and wide that were cut or etched into the floor.

They walked on between these and entered a cavern laced with complex structures with an organic look to them, almost as if they were the bones of some enormous organism long since dead.

Perhaps they were; Rhem knew there didn't seem to be any limitation on the size of the critter that the things could inhabit.

Abruptly they came on an interruption. A fault had shifted the ground here.

Now the hammer and rock drill came into play.

The Reena thing took the hydraulic hammer and applied it to the fault surface. Rock was smashed and scattered, yet the sound was faint in the thin cold air. Broken rock was kicked back into the tunnel, where it began to form heaps.

After a while the hammer produced a passage several feet deep. Still there was nothing but blank rock ahead.

The other thing, the pink creature with no head, took up the rock drill.

Rhem could only imagine that it was operating the arms of the spacesuit with the tentacles bunched together. The suit-mitts moved quite naturally, however. Maybe it grew some hands for the occasion.

Together the two creatures worked in the hole they had made. Eventually they stopped; dust blew out of the hole and they backed out.

Rhem and Heldheim were pulled in and prodded down through a narrow passage cut through the rock.

At the far end they emerged in another tunnel, a continuation of the earlier one.

It soon opened out into a vast space, in the center of which was a circular pit that sank out of sight into stygian gloom for an unknown distance. The pit was the size of a football field.

Heldheim stood on the edge and shone a wrist light downward. At its full intensity they could see that the cavity went down for miles.

Around it spiraled a gallery, and this they began to trudge down.

"What the hell is this place?" Heldheim said, touching helmets again.

"How should I know?" Rhem said. "I just wish the elevators were working. My feet are killing me again."

Down they went, winding around and around this enormous pool of darkness, descending into a vast labyrinth of enormous hallways, some of which were filled with twisted shapes, like the skeletons of enormous insects.

Rhem could not know it but as they progressed a strange set of emotions went through the Battlemaster.

Sadness, great sadness, and a terrible pride, for here was the evidence of the ruin of everything in the heart of the glory of the Empire.

The great Batrachian enemy had triumphed in the end. As the Battlemaster had feared at the time. The superweapon had overcome everything.

And here the very gods had been brought down, and their temples laid waste.

There could be only one answer for the Battlemaster now and it knew it, but that could not divert its steps an iota. The end of all things had to be seen and recorded. The end must be witnessed by the two humans.

CHAPTER FORTY-FIVE.

IT WAS INEVITABLE IN SUCH CRAMPED QUARTERS AS THE SHAKA'S tiny habspace that Luisa would bump into Cachester as she came out of the head.

Cachester looked decidedly unwell. He was wearing one of the emergency spacesuits with the helmet pushed back.

Her look of derision aroused his ire. The smooth facade cracked completely.

"If we'd snuffed this damn thing out in the beginning we wouldn't be in this position," he said with a sudden vehemence.

She pursed her lips, then shrugged.

"Unfortunately that's true. We've made a lot of mistakes and the damn thing doesn't seem to make any."

"If our dirtside colleagues were a bit quicker to act in a genuine emergency and weren't concentrating all their efforts on trying to bust Fleet officers, maybe we wouldn't have made so many damned mistakes in the first place," he said, raising his voice.

"Captain," she growled; "you never understood, did you? I wasn't trying to bust Fleet officers, I wasn't even trying to bust you, I was there to help bring about a complete change in the ITAA relationship with Wexel. It has to change, no matter what happens in the aftermath of this."

"I know what you were up to, Ton told me. You've even got Central leaning all over Heldheim. "

"I think Admiral Heldheim has other problems right now," she said between gritted teeth. Why did this man always succeed in making her crazy with anger? Cachester paled. Heldheim had been taken by the thing. What would they find Heldheim turned into? If they survived this terrible situation, that is; stalking the Empress Wu was a near suicidal thing to do for a small ship like Shaka. Cachester understood perfectly how such a conflict could end.

Heldheim had given up the Baada-drive codes; presumably he had given up the weapons codes, too, so the thing definitely had him, he couldn't have gotten out like Cachester had in an evac bag.

Cachester could still see those huge tentacles, darting through the people, seizing them, whisking them away.

Chang dropped it and hurried down ramp to the shuttles. The Shaka carried three small drop craft moored in a narrow docking bay that was slung beneath the habspace.

The ships were part lifeboat, part shuttle. However, they didn't carry enough fuel to get back from the surface of the planet below. They would be stuck down there until other, bigger ships showed up that could deal with the Empress Wu and drop a shuttle with sufficient boost to pick them up and get back to orbit.

Chang climbed into the first shuttle. Jean Povet was already there. They had the Schlesinger rifles, the explosive packs, and two respiration-unit refreshers to give the units they wore in their suits an almost indefinite supply of breathable air.

A second shuttle was to follow with Hopester and Ensigns Diaz and Orshem, the Shaka's two-man security unit who had volunteered to join Chang on this drop. They had side arms and combat-worthy commo systems. All were in full spacesuit.

Whether they'd be a help or a liability was unknowable, but Chang still felt a shade better about the drop ahead having a couple more guns along. This was not the combat she had ever had in mind.

The enemy wasn't invincible. She had to keep reminding herself that they could be stopped. They were just very hard to kill.

No sooner did they get the drop signal than the Shaka's alarms blared.

The whole ship shook violently.

Empress Wu had suddenly performed an extremely dangerous maneuver and jumped from one side to the other of the planet below. She was above the horizon now, behind Shaka.

This time they were very close; Wu's primary lasers cut into Shaka's Baada modules. Ton took the ship into emergency Baada-drive procedure but wasn't quick enough. One module was cut too badly to configure, and the drives were rendered useless.

"Abandon ship!" the commo system blared.

People were running into the drop-ship bay.