hey flew through dark tunnels for hours. Gregor felt Boots's little head sink down on his shoulder and he let her go. You couldn't let her nap too long during the day or she'd wake up in the middle of the night wanting to play, but how could he keep her awake when it was dark and she couldn't move? He'd deal with it later.

The gloom brought all Gregor's negative thoughts back. His dad imprisoned by rats, his mom crying, the dangers of taking Boots on this unknown voyage, and his own fear at the pillar.

When he felt the bat coasting down for a landing, he was relieved at the distraction, although he disliked meeting up with Luxa and Henry again. He was sure they would be more smug and patronizing than ever.

They dipped into a cavern that was so low, the bats' wings brushed both the ceiling and floor. When they landed, Gregor dismounted but couldn't straighten up without bumping his hard hat. The place reminded him of a pancake, round and large and flat. He could see why the cockroaches had chosen it. The bats couldn't fly well, and the humans and rats couldn't fight properly with four-foot-high ceilings.

He roused Boots, who seemed to enjoy her new surroundings. She toddled around, standing on tiptoe to touch the ceiling with her fingers. Everyone else just sat on the ground and waited. The bats hunched over, twitching at what Gregor supposed were sounds he couldn't even hear.

A delegation of roaches appeared and bowed low. The humans got to their knees and bowed back, so Gregor did the same. Not one to stand on ceremony, Boots ran up with her arms extended in greeting. "Bugs! Beeg bugs!" she cried.

A happy murmur ran through the group of roaches. "Be she the princess, be she? Be she the one, Temp, be she?"

Boots singled out one roach in particular and patted it between the antennas. "Hi, you! Go ride? We go ride?"

"Knows me, the princess, knows me?" said the roach in awe, and all the other roaches gave little gasps. Even the humans and bats exchanged looks of surprise.

"We go ride? More ride?" said Boots. "Beeg Bug take Boots ride!" she said, patting him more vigorously on the head.

"Gentle, Boots," said Gregor, hurrying to catch her hand. He placed it softly on the bug's head. "Be gentle, like with puppy dogs."

"Oh, gen-tle, gen-tle," said Boots, lightly bouncing her palm on the roach. It quivered with joy.

"Knows me, the princess, knows me?" the roach whispered. "Recalls she the ride, does she?"

Gregor peered closely at the roach. "Oh, are you the one who carried her to the stadium?" he asked.

The roach nodded in assent. "I be Temp, I be," he said.

Now Gregor knew what all the fuss was about. To his eyes, Temp looked exactly like the other twenty roaches sitting around. How on Earth could Boots have picked him out of the crowd? Vikus looked at him with raised eyebrows as if asking for an explanation, but Gregor could only shrug in reply. It was pretty weird.

"More ride?" pleaded Boots. Temp fell on his face reverently, and she clambered onto his back.

For a minute, everybody just watched them pattering around the chamber. Then Vikus cleared his throat. "Crawlers, we have grave matters to place before you. Take us to your king, take us?"

The roaches reluctantly tore themselves away from watching Boots and led Vikus and Solovet away.

"Oh, great," thought Gregor. "Here we are again." He felt even less comfortable than when Vikus had left the first time. Who knew what Henry and Luxa might do now? And then there was the matter of the giant roaches. He didn't feel particularly safe in the bugs' land. Just yesterday they had considered trading him and Boots to the rats. Well, at least there was Mareth, who seemed decent enough. And the bats weren't too bad.

Temp and one other roach named Tick had stayed behind. They completely ignored the rest of the party while they took turns giving the toddler rides.

The five bats gathered together in a clump and fell asleep, exhausted from the day's flight.

Mareth placed the torches together to make a small fire and put on some food to warm. Henry and Luxa sat apart speaking in low voices, which was fine with Gregor. Mareth was the only one he felt like talking to, anyway.

"So, can you tell the crawlers apart, Mareth?" asked Gregor. He dumped all his batteries on the ground to sort out the dead ones while they talked.

"No, it is most rare that your sister can. Among us are few that can make distinctions. Vikus is better than most. But to pick one from so many... it is passing strange," said Mareth. "Perhaps it is a gift of the Overlanders?" he suggested.

"No, they look identical to me," said Gregor. Boots was really good at those games where they gave you four pictures that looked alike except one had a tiny difference. Like there were four party hats and one had seven stripes instead of six. And if they were all drinking from paper cups, she always knew whose was whose even if they got mixed up on the table together. Maybe every roach really did look distinctly different to her.

Gregor opened up the flashlight. It took two D-size batteries. He swapped the other batteries in and out, trying to determine which ones still had power. As he worked, he inadvertently flipped the switch on when the flashlight was pointing at Luxa and Henry. They jumped, unaccustomed to sudden bursts of light. He did it a couple more times on purpose, which was childish, but he liked seeing them flinch. "They'd last about five seconds in New York City," he thought. That made him feel a little better.

Of the ten batteries, all but two still had juice. Gregor opened up the compartment on his hat and found it ran on some special rectangular battery. Not having any replacements, he would have to use it sparingly. "Maybe I should save this for last. If I lose the others or they go dead, I'll still have this on my head," he thought. He clicked off the light on the hat.

Gregor put the good batteries back in his pocket and set the other two aside. "These two are duds," he said to Mareth. "They don't work."

"Shall I burn them?" asked Mareth, reaching for the batteries.

Gregor caught his wrist before he could toss them in the flames. "No, they might explode!" He didn't really know what would happen if you put a battery in the fire, but he had a vague memory of his dad saying it was a dangerous thing to do. Out of the corner of his eye he caught Luxa and Henry exchanging uneasy glances. "You could blind yourself," he added, just for effect.

Well, that might happen if they exploded.

Mareth nodded and gingerly set the dead batteries back by Gregor. He rolled them around with his sandal, making Luxa and Henry nervous. But when he saw that Mareth looked nervous, too, he stuck the duds in his pocket.

Vikus and Solovet returned just as the food was ready. They looked worried.

Everyone gathered around as Mareth passed out fish, bread, and something that reminded Gregor of a sweet potato but wasn't.

"Boots! Dinnertime!" said Gregor, and she ran over.

When she realized they weren't following, she turned her head and waved impatiently to the roaches. "Temp! Ticka! Din-uh!"

An awkward social moment. No one else had thought to invite the roaches. Mareth had not prepared enough food. Clearly it wasn't standard to dine with roaches. Fortunately they shook their heads.

"No, Princess, we eat not now." They started to scurry away.

"Stay dere!" said Boots, pointing at Temp and Tick. "You stay dere, beeg bugs." And the roaches obediently sat down.

"Boots!" said Gregor, embarrassed. "You don't have to stay -- she orders everybody around," he told the roaches. "It's just she wants to keep playing with you but she has to eat first."

"We will sit," said one stiffly, and Gregor had the feeling the bug wanted him to mind his own business.

Everyone ate hungrily except Vikus, who seemed distracted.

"So when leave we?" asked Henry, through a mouthful of fish.

"We do not," said Solovet. "The crawlers have refused to come."

Luxa's head snapped up indignantly. "Refused? On what grounds?"

"They do not wish to invite the anger of King Gorger by joining our quest," said Vikus. "They have peace with both humans and rats now. They do not want to unseat it."

"Now what?" thought Gregor. They needed two roaches. It said so in "The Prophecy of Gray." If the roaches didn't come, could they still rescue his father?

"We have asked them to rethink the proposition," said Solovet. "They know the rats are on the march. This may sway them in our direction."

"Or in the rats'," muttered Luxa, and Gregor secretly agreed. The roaches had debated trading Overlanders to the rats even when they knew the rats would eat them. And that was yesterday when there was no war. If Boots hadn't been so appealing, no doubt they would be dead now. The roaches weren't fighters. Gregor thought they would do what was best for their species, and the rats were probably the stronger ally. Or they would be if you could trust them.

"What makes the roaches think they can believe the rats?" asked Gregor.

"The crawlers do not think in the same manner we do," said Vikus.

"How do they think?" asked Gregor.

"Without reason or consequence," Henry broke in angrily. "They are the stupidest of creatures in the Underland! Why, they can barely even speak!"

"Silence, Henry!" said Vikus sharply.

Gregor glanced back at Temp and Tick, but the roaches gave no sign they had heard. Of course they had. The roaches didn't seem too bright, but it was just rude to say it in front of them. Besides, that wasn't going to make them want to come along.

"Remember you, when Sandwich arrived in the Underland the crawlers had been here for countless generations. No doubt they will remain when all thought of warm blood has passed," said Vikus.

"That is rumor," said Henry dismissively.

"No, it's not. Cockroaches have been around, like, three hundred and fifty million years, and people haven't even been here six," said Gregor. His dad had showed him a time line of when different animals had evolved on Earth. He remembered being impressed by how old cockroaches were.

"How do you know this?" Luxa spoke abruptly, but Gregor could tell she was actually interested.

"It's science. Archaeologists dig up fossils and stuff, and they can tell how old things are. Cockroaches -- I mean crawlers -- are really old and they've never changed much," said Gregor. He was getting on shaky ground here, but he thought that was true. "They're pretty amazing." He hoped Temp and Tick were listening.

Vikus smiled at him. "For a creature to survive so long, it is, no doubt, as smart as it need be."

"I do not believe in your science," said Henry. "The crawlers are weak, they cannot fight, they will not last. That is how nature intended it."

Gregor thought of his grandma, who was old and dependent on the kindness of stronger people now. He thought of Boots, who was little and couldn't yet open a door. And there was his friend Larry, who had to go to the hospital emergency room three times last year when his asthma flared up and he couldn't get air into his lungs.

"Is that what you think, Luxa?" said Gregor. "Do you think something deserves to die if it's not strong?"

"It does not matter what I think, if that is the truth," said Luxa evasively.

"But is it the truth? That is an excellent question for the future ruler of Regalia to ponder," said Vikus.

They ate quickly and Vikus suggested they all try to sleep. Gregor had no idea if it was night or not but he felt tired and didn't object.

While he spread out a thin, woven blanket at the edge of the chamber, Boots tried to teach Temp and Tick to play Patty-Cake. The roaches waved their front legs in confusion, not understanding what was going on.

"Pat cake, pat cake, baka man. Bake me cake fast you can. Pat it, pick it, mark wif a B. Put in ofen for Beeg Bug and me!" sang Boots as she clapped and touched the roaches' feet.

The bugs were completely baffled. "What sings the princess, what sings?" asked Temp. Or maybe it was Tick.

"It's a song we sing with babies in the Overland," said Gregor. "She put you in it. That's a big honor," he said. "She only puts someone in a song if she really likes them."

"Me like Beeg Bug," said Boots with satisfaction, and sang the song again with the roaches.

"Sorry, guys, she has to sleep now," said Gregor. "Come on, Boots. Sleepy time. Say good night."

Boots spontaneously hugged the roaches. "Night, Beeg Bug. Seep tight." Gregor was glad she left out "don't let the bedbugs bite."

Gregor snuggled down with her under the blanket on the hard stone floor. After her long nap, she wasn't very sleepy. He let her play with the flashlight awhile, clicking it on and off, but he was afraid she'd run down the batteries, and it was making the Underlanders restless. Finally he got her to settle down and sleep. As he drifted off, he thought he heard Temp, or maybe it was Tick, whispering, "Honors us, the princess, honors us?"

He didn't know what woke him. By the stiffness in his neck, he must've been lying on the hard floor for hours. He drowsily reached over to pull Boots's warm body next to him but he found only cold stone. His eyes snapped open and he sat up. His lips parted to call her name as his vision came into focus. No sound came out.

Boots was in the center of the big round chamber, rocking from foot to foot as she turned calmly in a circle. The flashlight she held illuminated the room in sections. He could see the figures stretching out in every direction in perfect concentric rings. They swayed in unison, some to the left, some to the right, with slow, mesmerizing movements.

CHAPTER 15

"Ah, geez, they're going to eat her!" thought Gregor, springing to his feet and smacking his head into the ceiling. "Ow!" It had been a mistake to take off his hard hat to sleep.

A hand grasped his shoulder to steady him, and he made out Vikus with a finger pressed to his lips. "Sh! Halt them not!" he whispered urgently.

"But they're going to hurt her!" Gregor whispered back. He hunched down and put a hand to his head. He could feel a big lump already rising out of his scalp.

"No, Gregor, they honor her. They honor Boots in a manner most sacred and rare," whispered Solovet from somewhere next to Vikus.

Gregor looked back at the roaches and tried to make sense of it. Boots didn't seem in any immediate

danger. None of the bugs was actually touching her. They just swayed and turned and bowed in their slow, rhythmic dance. There was something else, the solemnity of the scene, the complete silence, the absorption. It hit him: The roaches weren't just honoring Boots -- they were worshiping her!

"What are they doing?" Gregor asked.

"It is the Ring Dance. It is said the crawlers perform it only in the greatest secrecy for ones they believe to be chosen," answered Vikus. "In our history, they have only performed it for one other human, and that was Sandwich."

"Chosen for what?" whispered Gregor, worried. He hoped the cockroaches didn't think they could keep Boots just because they did some dance around her.

"Chosen to give them time," said Vikus simply, as if that explained it all. Gregor translated that in his head to mean "chosen to give them life."

Maybe it was something simpler. From the moment they'd landed in the Underland, the roaches had felt a special connection to Boots. If they'd just found him, he'd have had a one-way ticket to the rats, end of story. But Boots had befriended them so quickly. She hadn't been repulsed or superior or scared. Gregor thought the fact that she had liked the roaches had made a great impression on them. Most of the humans had such a low opinion of them.

Then there was that strange thing about recognizing Temp... he still couldn't explain that.

The roaches did a series of turns and landed flat on the ground facing Boots. Then, circle by circle, they melted away into the darkness. Boots watched them go without comment. When the chamber had cleared, she gave a head-splitting yawn and padded over to Gregor. "I seepy," she said. Then she curled up against him and nodded right off.

Gregor took the flashlight from her hand and in its beam saw that all the other Underlanders were awake, staring at them. "She's sleepy," he said as if nothing unusual had happened. He clicked off the light.

When they woke, the roaches announced that Temp and Tick would be joining the quest. There was no doubt in anyone's mind that they were coming because of Boots.

Gregor was torn between being very proud and wanting to laugh his head off. It turned out Boots was special weaponry after all.

The party quickly readied itself to depart. Temp and Tick absolutely refused to ride on any bat without Boots. This caused a brief argument because Boots had to ride with Gregor and that meant one bat had to carry both the Overlanders and the roaches. The bats could handle the load, but it meant four inexperienced fliers would be alone on one bat.

Vikus gave the job to Henry's big black bat, Ares, as he was both strong and agile, and Henry rode with Luxa. Ares was instructed to fly above the others just in case one of the roaches fell off and had to be caught before it hit the ground.

None of this talk seemed to relax Temp and Tick, who were obviously terrified at the idea of soaring through wide-open spaces high above the ground. Gregor found himself trying to reassure them, which was ironic since he didn't much like flying, either. He also wished he could have any bat but Ares. Henry's bat probably disliked him as much as Henry did.

They didn't have time for breakfast, but Mareth passed out chunks of cake and dried beef to eat on the journey. Vikus told Gregor they would be flying several hours before they took a break, so he put a second diaper over Boots's first one. He also repositioned her in the backpack so that she was looking backward instead of over his shoulder -- that way, she could chatter with Temp and Tick and maybe distract them from their fear.

Gregor gingerly climbed up on Ares's back and dangled his legs off the bat's shoulders. Temp and Tick scrambled on behind and clung to Ares's back fur for dear life. Gregor thought he saw the bat wince a little, but Ares didn't say anything. The bats hardly ever spoke out loud, though. It seemed to require a lot of effort. They probably talked to one another in squeaks too high for human ears to hear.

"We must now travel to the land of the spinners," said Vikus. "Remember how frequently the rats patrol this area."

"Fly close together. We may have need of one another's protection," said Solovet. "To the air!"

The bats took off. Boots was pleased as punch with her new traveling companions. She sang her whole repertoire of songs, which included "Twinkle, Twinkle Little Star"; "Hey, Diddle, Diddle"; "The Itsy-Bitsy Spider"; "The Alphabet Song"; and, of course "Patty-Cake, Patty-Cake." Having finished, she sang them again. And again. And again. On about the nineteenth round, Gregor decided to teach her "Row, Row, Row Your Boat" just for a little variety. Boots picked it up immediately and then tried to teach it to the roaches. She didn't seem to mind their off-key voices, although Gregor could feel the muscles in Ares's neck getting tighter with each verse.

Gregor could tell the roaches' domain sprawled over a much larger area than Regalia or the bats' caves. The humans and bats had small, densely populated lands that could be protected easily. The roaches lived across miles and miles of the Underland.

How did they keep themselves safe from attack with all this space to defend?

The answer came to him as they flew over a valley that held thousands of roaches. The crawlers had numbers -- huge numbers, compared with the humans. If they were attacked, they could afford to lose more fighters. And with so much space, they could retreat endlessly and make the rats follow them. Gregor thought about the roaches in their kitchen at home. They didn't fight. They ran for it. His mom swatted a lot of them, but they always came back.

After what seemed like an eternity, Gregor felt Ares coasting in for a landing. They settled down on the bank of a lazy, shallow river. Gregor hopped off and onto something soft and spongy. He reached down to investigate, and his hand came up filled with a grayish-green, leafy vine. Plants! Plants grew down here without the help of the gaslight the Underlanders used.

"How does this grow without the light?" he asked Vikus, holding out a handful of the stuff.

"It has light," said Vikus, pointing into the river. "There is fire from the earth." Gregor peered into the water and saw tiny jets of light shooting out of the river bottom. Fish darted in and out of a variety of plant-life. The long vines of certain plants crept onto the banks.

"Oh, they're like miniature volcanoes," thought Gregor.

"This river runs through Regalia as well. Our cattle live off the plants, but they are unfit for humans to eat," said Solovet.

Gregor had been eating beef jerky all morning without wondering what the cows ate. He could probably spend years in the Underland figuring out how it worked. Not that he wanted to.

Cockroaches who were fishing along the banks had a quick exchange with Temp and Tick and pulled several large fish out of the river with their mouths. Mareth cleaned them and set them on the torches to grill.

Gregor set Boots down to stretch her legs and asked the cockroaches to keep an eye on her. They ran up and down the bank steering her away from the water and letting her ride on their backs. Word of her arrival spread quickly, and soon dozens of bugs appeared. They settled down just to watch "the princess."

When the food was cooked, Vikus made a point of inviting Temp and Tick to join them. "It is time," he said in response to Henry's frown. "It is time those of the prophecy became of one journey, of one purpose, of one mind. All are equal here." Temp and Tick still sat off to the side, behind Boots, but they ate with everyone else.

"It is not far now," said Vikus, pointing at a small tunnel. "One could make it shortly even on foot."

"To my dad?" asked Gregor.

"No, to the spinners. We must persuade two to join us on the quest," said Vikus.

"Oh, yeah. The spinners," said Gregor. He hoped they were more into the trip than the roaches had been.

They were just finishing up the meal when all five bats jerked their heads up. "Rats!" hissed Ares, and everyone started moving.

Except for Temp and Tick, all the roaches vanished into the shallow tunnels that led away from the river-bank.

Vikus thrust Boots into Gregor's backpack and shoved them toward the tunnel he had pointed out earlier. "Run!" he ordered. Gregor tried to object, but Vikus cut him off. "Run, Gregor! The rest of us are expendable; you are not!"

The old man vaulted onto his bat and joined the other Underlanders in the air just as a squad of six rats stampeded onto the riverbank. The leader, a gnarled gray rat with a diagonal scar across his face, pointed at Gregor and hissed, "Kill him!"

Stranded on the riverbank without a weapon, Gregor had no.choice but to sprint for the mouth of the tunnel. Temp and Tick scurried after him. He glanced back for a second and saw Vikus knock the scarred rat into the river with the hilt of his sword. The other Underlanders, blades flashing, were attacking the five remaining rats.

"Run, Gregor!" ordered Solovet in a rough voice so unlike the quiet one he was used to.

"Make haste, make you, make haste!" urged Temp and Tick.

Using his flashlight, Gregor started down the tunnel. It was just high enough that he could run upright. He realized he had lost Temp and Tick somewhere and turned back to see the entire tunnel, floor to ceiling, filling up with roaches. They weren't attacking the rats. They were using their bodies to form a barricade that would be nearly impossible to penetrate.

"Oh, no," thought Gregor. "They're just going to let themselves be killed!" He turned back to help them, but the roaches nearest him insisted, "Run! Run with the princess!"

They were right: He had to go. He had to get Boots out of there. He had to save his dad. Maybe he even had to save the Underland from the rats, he didn't know. But right now he could no more get through the fifty-foot wall of cockroaches to fight the rats than the rats could get to him.

He took off down the tunnel, setting a pace he thought he could maintain for half an hour.