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  The polar bear abruptly rolled over. "He's

  125 noticed you," Derek called out from his safe distance.

  Jake, Cassie, Ax, and Tobias all hung back. Rachel and I kept going forward.

  "This whole thing would be killer on Pay-Per-View," I said. "Extreme Fighting: two bears and King Kong."

  "I go straight at him. You grab him from behind."

  "Yep."

  "Ready?"

  "Nope."

  "GO!" Rachel yelled, and we were off at a slipping, sliding, panicked, pants-wetting-if-I'd-had-pants run.

  Bear-to-bear! The polar bear didn't even flinch. Rachel dropped to all fours and slammed into the other bear's shoulder. Brown on white.

  Whumpf!

  "Hrrroooowwwwr!"

  "Hrrroooowwwwr!"

  Raking claws! Snapping jaws. The two bears were up on their hind legs now, swinging away like a pair of super heavyweights.

  Rachel was not winning. She wasn't losing, but she was also not winning.

  She shoved. The polar bear shoved back. Rachel landed on her back.

  126 It was a shocking sight. I hadn't thought there was anything strong enough to knock a grizzly down. I saw a spray of blood across the polar bear's white chest. Rachel's blood.

  I was in a loping run, trying to get around behind the big white monster, but the two bears were up again, on all fours, circling, circling, lunging!

  WHAM!

  "I could use some help here!" Rachel yelled.

  The polar bear was a hair taller, maybe heavier, too. On the other hand, he was just a bear. While Rachel was human. Well, at least her brain was human.

  The polar bear rose to its full height, ready to come crashing down on Rachel. That's when Rachel rolled into it. Not a bear move.

  The polar bear went down, tripping over Rachel to slam jaw-first into the ice.

  "Hah!" Rachel yelled. "Now I don't want your help, Marco. I'm taking this guy down myself."

  I considered it for a split second. But I was pretty sure Jake would not approve. I leaped forward and grabbed the polar bear's right arm.

  He shoved himself off Rachel and swung his arm to throw me off. He didn't throw me off. But he did fling me into a nearly flawless double axel.

  I kept my grip, but let me tell you something: Polar bears are strong. Gorillas are so strong they

  127 can rip saplings out of the ground. And this guy was stronger.

  I held his one arm and Rachel slammed directly into his belly, headfirst.

  The polar bear went "wooof!" and froze for just a second while he sucked wind. The second was enough. I grabbed his other arm - well, leg actually - and pinned him in a sort of ful l nelson.

  Rachel wrapped her own big paws around him and together we wrestled Hulk Frozen to the ice.

  Tobias swooped down out of the sky, complaining about there being no lift at all in this cold air. Like that was the major drama.

  He sank talons into Derek's friend Nanook and began to acquire him, while Rachel and I lay panting and counting our wounds. The bear went into the acquiring trance and a few minutes later we all had his DNA floating around inside us.

  We let the bear go and ran like ninnies back to the water's edge.

  "That was cool," Derek said. "This will make a great story for me to tell. No one will believe it, but it will be a great story."

  Nanook the polar bear went lumbering off. No doubt to tell some stories of his own. I could hear it now: "No, seriously! A gorilla. I'm minding my own business, and suddenly there's this gorilla ..."

  128 We left Derek. He said there was a storm on the way. So we said good-bye and let him go to tell whatever stories he wanted to tell. If he told a Controller he'd seen humans morphing, it would be trouble. But it occurred to us that an Inuit village in the middle of absolute nowhere was probably not high on the Yeerks' list of places to take over.

  We had morphed the polar bear, giving Derek one last bizarre performance. Star Trek? Hah! He wouldn't be seeing this kind of thing on his satellite dish any time soon.

  Now we were feeling pretty good. Better than we had since arriving here in Popsicle World.

  We had the morph for this place. Like being a

  129 tiger in the jungle or a crocodile in a swamp, we owned this place now.

  Owned it!

  I've been a gorilla. I've been a rhinoceros. I've felt power before. But this was new.

  I stood nearly ten feet tall, reared up. I weighed maybe fifteen hundred pounds. And if those numbers don't mean anything to you, think about it this way. I was three feet taller than Shaquille O'Neal. I weighed five times as much as him.

  I could have dribbled Shaq the length of the court and stuffed him. I was mighty. I was seriously mighty.

  My front paws were a foot wide. Each had five webbed toes with long, black claws. My powerful front legs could have flipped over a pickup truck.

  And the cold?

  What cold? If the thick layer of blubber underneath my skin wasn't enough, my body had made other adaptations for warmth.

  My fur looked white, but it wasn't. It was transparent. Transparent and hollow. Every bristle was like a little greenhouse, turning sunlight into warmth, which was absorbed by my black skin.

  I could see just as well as I did as a human, maybe a little better. Far better than poor Rachel in her grizzly morph. My hearing was only

  130 average, but my sense of smell was awesome. I could smell seals all over the place.

  Not much else to smell, when you think about it.

  The bear mind that lay just beneath my human consciousness was no bubbling stew of emotions, no panic, no fanatic hunger. Nanook was calm. Completely without fear. What was there to fear?

  He could go for weeks without eating. Hunting was more about play than survival. He actually spent more time lounging around than he did looking for food.

  We sauntered back toward the Yeerk base with the cockiness of Clint Eastwood going into the town saloon.

  It was a long walk, punctuated by refreshing plunges into the icy water. We ended up having to demorph, of course, and that was no fun at all. But then it was back to being Lords of the Ice.

  "Guess Derek was right about the storm," Tobias said.

  The wind was pretty bad by the time we came in sight of the Yeerk base. No new snow was falling, but the drifts were being whipped up and thrown around. Visibility was dropping fast.

  "It may be helpful to us," Ax suggested.

  Jake was surveying the half mile of scenery ahead between us and the base. "I'm thinking

  131 we approach from the water. Last direction they'd expect an attack to come from."

  The base came to within a hundred yards or so of the water at one point. It was a collection of corrugated steel buildings, an unattractive bunch of structures placed seemingly at random. There were vehicles - Sno-Cats and big trucks and motorized cranes. Nothing alien to the casual observer. Unless you happened to notice the big silver Venber, bending steel with their bare hands as they built the main satellite dish.

  "What do we do about them?" Cassie wondered.

  "Try and stay out of their way," Tobias suggested.

  "How about afterward?"

  "Take them home and make them pets?" I suggested.

  "They are a unique species," Ax said. "They may not be pure Venber, but I would dislike being the latest to exploit and destroy them."

  I said, "You know, fearless leader, it occurs to me we're big tough bears and all, but just exactly how are we supposed to destroy that base? Maybe we better focus on that first."

  132 Night was falling. Gloom spread slowly over the lake, turning the ice a ghostly blue. At the base, the lights came on. The Venber didn't need them, but the human-Controllers in their Michelin Man parkas did.

  We came with the night. Moving as silently as we could, single file so that at a casual glance a person might only see one bear.

  We had a plan. The four fateful words that usually end up meaning a lot of yel
ling, screaming, mayhem, and madness.

  One thing we knew. Or hoped we knew: Visser Three was not at the base. Not even the big hangar building could have contained his Blade ship. That was some relief. Unfortunately, the

  133 Venber were there. They worked on, oblivious to changing light. Heedless of the plummeting temperature.

  They knew we were out there on the ice. Knew at least that a bear was out there. We kept our line straight. Would their echolocation show more than one shape? Would they have the wit to sound an alarm?

  There was no way to know, as we crunched across the ice, staring at one another's big bear butts. Jake in the lead. Tobias behind him. Then me, Cassie, Ax, and Rachel.

  Closer and closer, in slow motion. No running. No sudden charge. Just that slow, steady, lumbering walk.

  We were totally exposed. No cover. Nothing at all between us and a well-aimed Dracon blast. The Venber we saw weren't armed. They were wielding tools, carrying, shaping, twisting. But the Dracon cannon couldn't be too far off.

  It was like one of those Civil War battles. Walk, walk, walk, standing upright, no dodging and weaving, just walking steadily toward death. Nothing you could do about the bullet that blows a hole in your heart. Nothing.

  Closer and closer. We could hear their heavy footsteps. We could smell their strange, chemical smell. I could see the effortless power as they worked.

  134 One of them swung his big hammerhead around and seemed to look right at us. But that was it. Just a look.

  And now we were practically among them. Venber to the left. Venber to the right. I had stopped breathing. Our little single-file subterfuge was all over. They could see plainly that we were six great big bears.

  No reaction. Work continued. We kept walking while my brain screamed the word "ambush!" over and over.

  Suddenly a door opened. A rectangle of light. Loud human laughter. A man or woman - who could tell? - in a huge parka stepped out onto the ice. And froze.

  She stared at us. We kept moving. No one here but us bears, ma'am. Nothing to worry about. Just a little bear parade.

  "ALARM!" she screamed. Definitely a she. "ALARM! ALARM!"

  "The hangar!" Jake ordered. "Go for the hangar!"

  We broke into a run. And we could move out when we needed to.

  Past the Venber!

  The big hangar door was shut and locked, but we barreled toward it, heedless of the searchlights that snapped on everywhere. Heedless of

  135 the human-Controllers pouring from the buildings.

  "Andalites in morph!" someone yelled. He sounded in control. Not panicked. He sounded like a guy with a big stick to swing. "Program the Venber! Target: any quadruped. Override all security protocols. The Andalites must not escape."

  Program the Venber?

  "That explains much," Ax said.

  It explained diddly to me, but maybe I was just too busy thinking about what a creature who could twist rebar like it was spaghetti could do to me.

  "Keep moving! Side door! Side door to the left!" Jake commanded.

  To my left, a slight figure. Another woman? A kid? Stepped out, carrying what I would have sworn was a TV remote control. She was calmly punching keys on the thing.

  "Here they come!" Rachel yelled from the back of our disordered line.

  We knew who "they" were.

  The Venber dropped their tools, dropped their sheet metal and rebar, and broke into a loping, swoosh, swoosh, swoosh, cross-country run. Five of them! No! Two more ahead, closing in, trying to cut us off.

  136 "Don't fight them, keep moving!"

  But two lines were converging: two Venber, six bears, with the hangar side door being the point of intersection.

  WHUMPF!

  The first Venber hit Jake headlong. Jake missed the door and slammed hard against the side of the hangar. He left a big dent in the corrugated metal.

  Tobias, right behind him, lunged for the Venber, roaring.

  The Venber swung one of his beefy twin arms and knocked Tobias sprawling. He might as well have been a teddy bear.

  A second Venber was closing on me. If I fought, I'd lose. Keep running! STOP! I dug in my claws. A shower of ice crystals and the Venber blew past me, too clumsy to turn in time.

  The monster crashed headlong into the side of the hangar. Now we didn't need a door. There was a nice, big, Bugs-Bunny-runs-through-the-door kind of hole. You could almost make out the Venber's silhouette in the steel.

  Cassie plowed into me, knocking me forward. We both picked ourselves up and hauled.

  The first Venber was after Jake, swinging arms that would shatter Jake' s bones if they connected.

  137 "Don't worry about me! GO!" Jake said, seeing us hesitate.

  We went. Tobias was already picking himself up to give Jake a hand, so we went. Through the hole. Into ... warmth!

  Bright lights! A huge space. Two parked Bug fighters!

  And there, on the floor between us and the nearest Bug fighter, a Venber.

  Or what was left of him.

  138 Silent, ghastly, he writhed. The lower half of his body was already a spreading pool of viscous liquid. A powerful smell hit us. Like chlorine or something.

  The top half of the Venber kept reaching for us. Trying to obey its programming. It was nothing but a biological computer. A hideous creation of the Yeerks. Even in its own death throes it could do nothing but obey its programming.

  We splashed through the Venber's liquid body. There was no other way. I felt a chemical tingle on my paws. I tracked it onto the floor beyond.

  "Jake!" I yelled. "Get them into the hangar!"

  Human-controllers now, rushing around from

  139 behind the Bug fighter. Dracon beams in their hands, but they were too slow.

  "Hhhhhrrroooohhhwwwr!"

  Rachel and Ax roared and plowed into them. The human-Controllers went down like bowling pins.

  Jake and Tobias came up behind, still running, bloodied, their white fur ripped away in chunks. Two big Venber were after them.

  The two Venber hit the warm air. They kept charging, even as their ski feet turned to glue.

  Another, right behind them. Charging, deadly one second, then pitiful the next.

  I froze there, staring. Watching the mindless suicide. They came at us, leaping through the gap, slowing, stumbling, falling, melting.

  Ax was aboard the nearest Bug fighter. I snapped out of my horrified trance and realized they all were. All but Cassie and I.

  We waited till all eight of the Venber at the base had destroyed themselves. I don't know why. With all the danger, all the terror, someone still needed to be a witness. Someone needed to be able to tell the world someday about this Yeerk atrocity.

  "Marco! Cassie! What are you doing? Come on!" Rachel yelled.

  We turned away, with Venber remains staining our footsteps, and crammed aboard the Bug

  140 fighter. The others were already demorphing. Otherwise there'd be no way to fit this much bear into a ship designed for a Hork-Bajir, a Taxxon, and maybe one or two passengers.

  Ax was emerging from the bear, blue fur replacing white, his stalk eyes rising from the bear's quizzical brow. His paws were slimming down into Andalite fingers as he engaged the ship's controls.

  "We are powered up, Prince Jake," Ax said calmly. "Who will take weapons?"

  "I will," I said.

  The Bug fighter rose gently from the hangar floor. Through the transparent forward panels we could see human-Controllers splashing through the almost entirely liquefied Venber. One Venber head and arm were still ... and then that was gone, too.

  I was more human than bear. I'd been aboard a Bug fighter before, and I more or less knew the weapons station. Not much to it, really. Easier than a Nintendo joystick.

  "The other Bug fighter," Jake said, sounding very calm.

  Ax turned our ship till our two Dracon spikes were aimed point-blank at the other ship.

  "Low power, please," Ax suggested.

  I fired. Even at
low power the concussion

  141 from the disintegrating Bug fighter knocked us back against one of the corrugated steel walls.

  We swiveled and blew the wall into atoms. Ax kicked the ship into gear and we were out in the night, circling above the base.

  "The dish,"Jake said.

  I fired.

  TSEEEEEEW!

  The dish blew into atoms.

  "That building over there."

  TSEEEEEEW! Building gone.

  We systematically destroyed the base, building by building, vehicle by vehicle. Each time, we allowed time for the human-Controllers to run like scared sheep. It was the base we wanted, not them.

  Finally, Jake said, "The hangar."

  I aimed and fired. The last remains of the Venber became smoke and steam and loose atoms.

  "Rest in peace," someone said. It turned out to be Rachel.

  We hauled up and out and south as fast as the little ship would move. But we didn't get far.

  "Sensor probe!" Ax yelled. His hands flew over the console. "We're being probed by ..." He waited while the ship's computer came up with the answer.

  142 "The Blade ship, Prince Jake. It is on an intercept course."

  "Can we outrun it? Lose it?"

  "No. However, we can travel some distance before it catches us."

  We raced south. The Blade ship came on like a cheetah after a pig. We had a big head start, but the cheetah was going to be enjoying bacon, and nothing was going to change that.

  Three minutes before the Blade ship would have intercepted us, we blew the Bug fighter to smithereens. It was a huge fireball in someone's night sky. No doubt a lot of people saw it and wondered.

  They did not see the six birds of prey that floated down to Earth.

  143 It took two more days for us to get home. We hid out on trains and trucks. We flew. We enjoyed the warmth.

  Once, as we floated high on a wonderful warm thermal, we talked about the Venber. There were still two who might be alive, wandering the frozen Arctic. They might even know that the creatures they'd chased were human. A loose end. But the Venber wouldn't be heading south to civilization any time soon.

  "Next time you hear a story about an Abominable Snowman, maybe there'll be some truth to it," Tobias pointed out.