he Hork-Bajir pointed his gun, or whatever it was, around at the darkness. His snake head

swerved left and right, trying to penetrate the gloom.

<Silence!> the Andalite warned us. <Hork-Bajir do not see well in darkness, but their hearing is

very good.>

The Hork-Bajir moved closer still. He was six feet away now, with just the low wall between

us. He had to have heard my heart pounding. Maybe he didn't know what the sound was. Maybe he

didn't recognize the sounds of five terrified kids whose knees were quivering and teeth were

chattering. Kids who were breathing in short, sudden gasps.

I was sure I was going to die, right then. I could see in my mind the way those vicious wrist and

elbow-blades were going to slice my head from my body.

If you've never been really afraid, let me tell you - it does things to you. It takes over your mind

and your body. You want to scream. You want to run. You want to wet your pants. You want to throw

yourself down on the ground and cry and beg please, please, please, please don't kill me!

And if you think you're brave, well, wait till you're cowering a few feet away from a monster

who can turn you into coleslaw in about three seconds flat.

But then the Andalite's voice was in my head again. <Courage, my friends.>

And this... this warm... this... I don't have any words to explain it. It was just this warmth

that spread all through me. It was like when you're a little kid and you've had a terrible nightmare and

you've woken up screaming. You know how you used to feel better when your mom or dad would turn

on the light and come in and sit beside you in bed?

That's what it was like.

I mean, I was still terrified. The Hork-Bajir was still there, so real and so deadly. I could hear

him breathing, I could smell him. But at the same time, I could feel the panic coming under control. I

could feel the strength flowing from the doomed Andalite. He was letting us borrow some of his

courage, even though he must have been afraid himself.

The Hork-Bajir moved away. Something new was coming from the Blade ship.

Shaking and chattering, I rose high enough to look over the low wall. Every Hork-Bajir and

every Taxxon was turned toward the ship now.

"They're all standing at attention," I whispered.

"How can you tell?" Marco whispered back. "Who knows when a jelly-eyed centipede or a

walking Salad Shooter from Hell is standing at attention?"

Then he appeared.

<Visser Three,> the Andalite said,

Visser Three was an Andalite.

Or at least he was an Andalite-Controller.

"What the..." Rachel said. "Isn't that an Andalite?"

<Only once has a Yeerk been able to take an Andalite body,> the Andalite said. <There is only

one Andalite-Controller. That one is Visser Three,>

Visser Three walked confidently toward the wounded Andalite. The Visser seemed so much like

the Andalite it was hard to tell them apart at first. He had the same mouthless face; the same extra

stalk-eyes that turned here and there, checking out everything in all directions; the same powerful yet

sleek four-legged body; and the same wicked tail.But if the Visser looked like any normal Andalite, he felt different. It was like he was wearing a

mask, only you just knew that under the fake sweetness of the mask there was something twisted and

foul.

<Well, well,> Visser Three said.

I almost had a heart attack when I realized I was hearing the Visser's thoughts.

"Can he hear our thoughts?" Cassie whispered.

"If he can we're so dead I don't even want to think about it," Rachel told her.

<He cannot hear your thoughts,> the Andalite said. <As long as you don't direct them to him. You

hear his thoughts because he is broadcasting them for all to hear. This is a great victory for him, so he

wants all to hear.>

<What have we here? A meddling Andalite?> Visser Three looked more closely at the

Andalite's ship. <Ah, but no ordinary Andalite warrior. Prince Elfangor-Sirinial-Shamtul, if I am not

mistaken. An honor to meet you. You're a legend. How many of our fighters have you shredded?

Seven, or was it eight by the time the battle ended?>

The Andalite didn't answer. But I had the feeling maybe it had been more than eight.

<The very last Andalite in this sector of space. Yes, I'm afraid your Dome ship has been

completely destroyed. Completely. I watched it burn as it fell into the atmosphere of this little

world.>

<There will be others,> the Andalite prince said...

The Visser took a step closer to the Andalite. <Yes, and when they come it will be too late. This

world will be mine. My own contribution to the Yeerk Empire, Our greatest conquest. And then I'll be

Visser One.>

<What do you want with these Humans?> the Andalite asked. <You have your Taxxon allies. 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 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.

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 HorkBajir. 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.