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valleys, with few climbs and none of them a stiff one. Here, a mountain lay directly in his path. About two thousand feet high, he reckoned it; not difficult to get over. The trees marched all the way up to its summit, singly and in platoons, and always with the curious suggestion of careful planting.

He lay for awhile, thinking. His right arm was stretched outside his blanket In the light of the dying fire the purple gems in the bracelet gleamed and waned—gleamed and waned. Larger they seemed to grow—and larger still Sleep swept over Graydon.

He slept, and he knew that he slept. Still, even in his sleep he saw the gleaming purple jewels. He dreamed— and they guided his dream. He passed swiftly over a moonlit waste. Ahead of him frowned a black barrier. It shrouded him and was gone. He had a glimpse of an immense circular valley rimmed by sky-piercing peaks. He caught the glint of a lake, the liquid silver of a mighty torrent streaming out of the heart of a cliff. He had wheeling visions of colossi, gigantic shapes of stone bathed in the milky flood of the moon, each guarding the black mouth of a cavern.

A city rushed up to meet him; a city ruby-roofed and opal-turreted and fantastic as though built by Djinns from the stuff of dreams.

He came to rest within a vast and columned hall from whose high roof fell beams of dimly azure light. High arose those columns, unfolding far above into wide petalings of opal and emerald and turquoise flecked with gold.

He saw—the Snake Mother!

She lay coiled in a nest of cushions just beyond the lip of a wide alcove set high above the pillared pave. Between her and him the azure beams fell, curtaining the immense

niche with a misty radiance that half-revealed, halfshadowed, her.

Her face was ageless—neither young nor old; free from time, free from the etching acid of the years. She might have been born yesterday—or a million years ago.

Her eyes, set wide apart, were round and luminous; they were living jewels filled with purple fires. Her forehead was wide and low; her nose delicate and long, the nostrils a little dilated. Her chin was small and pointed. Her mouth was small, and heartshaped; her lips were a vivid scarlet.

Down her narrow, childish shoulders flowed hair that gleamed like spun silver. It arrow-headed into a point on her forehead. It gave her face that same heart shape in which her lips were formed—a heart of which the pointed chin was the basal point.

She had little high breasts, uptilted. Her face, neck, shoulders and breasts were the hue of pearls suffused faintly with rose. Her coils began just below her tilted breasts. They were half buried in a nest of silken cushions; thick coils and many; circle upon circle of them, covered with gleaming heartshaped scales; each scale as exquisitely wrought as though by an elfin carver-of-gems; opaline;

mother-of-pearl.

Her pointed chin was cupped in hands as small as a child’s. Like a child’s were her slender arms, their dimpled elbows resting on her topmost coil.

On her face which was both face of woman and face of serpent—and in some strange fashion neither serpent nor woman—there dwelt side by side an awesome wisdom and a weariness beyond belief—

The Serpentwoman—memory of whom or of her sisters may be the source of those legends of the Naga Princesses whose wisdom reared the cities of the vanished Khmers in the Cambodian jungles; yes, and may be the source of those persistent stories of serpent-women in the folklore of every land.

May even be the germ of truth in the legend of Lilith, first wife of Adam, whom Eve ousted.

It was thus that Graydon saw her—or thus he thought

he saw her. For again and again that question of whether she was as she seemed to him to be, or whether he saw her as she willed him to see her, was to rise to torment him.

He thrilled to the beauty of that little heartshaped face, the glistening argent glory of her hair, the childish exquisiteness of her.

He gave no heed to her coils, her—monstrousness. It was as though she reached down into his heart and plucked some deep hidden string, silent there since birth.

And in that dream—if dream it was—he knew that she was aware of all this and was well pleased. Her eyes softened, and brooded upon him; the rose-pearl coil upon which was her body raised until her head swayed twice the height of a tall man above the alcove’s pave. She nodded toward him. She raised her little hands to her forehead and cupped them; then with oddly hieratic gesture lowered them, tipping the palms as though she poured from them.

Beyond her was a throne that seemed cut from the heart of a colossal sapphire. It was oval, ten feet or more in height, and hollowed like a shrine. It rested upon, or was set within, the cupped end of a pillar of milky rock-crystaL It was empty, although around it clung, he thought, a faint radiance. At its foot were six lesser thrones. One was red as though carved from ruby; one was black as though cut from jet; the four thrones between the two were yellow gold.

The crimson lips of the Snake Mother opened; a slender, pointed, scarlet tongue flicked out and touched them. Whether she spoke or did not speak, Graydon heard her thought.

“I will hold up the hands of this man. Suarra loves him. He pleases me., Except for Suarra, I have no interest in those who dwell in YuAtlanchi. The desire of the child flies to him. So let it be! I grow weary of Lantlu and his crew. For one thing, Lantlu draws closer than I like to that Shadow of Nimir they call the Dark Master. Also, he would take Suarra. He shall not.”

“By the ancient compact,” the Lord of Folly spoke—

“by that compact, Adana, you may not use your wisdom against any of the Old Race. Your ancestors swore it. It was sworn to long and long and long ago, before the ice drove us north from the Homeland. The oath has never been broken. Even you, Adana, cannot break that oath.”

“S-s-s-s!” the Snake Mother’s scarlet tongue nickered wrathfully—“Say you so! There was another side to that compact. Did not the Old Race swear never to plot against any of us, the Serpentpeople? Yet Lantlu and his followers plot with the Shadow. They plot to free Nimir from the fetters which long ago we forged for him. Free, he will seek to destroy us
 and why should he not
 and perhaps he may!

“Heed that, Tyddo! I say perhaps he may! ‘Lantlu plots with Nimir, who is our enemy; therefore he plots against me—the last of the Serpentpeople. The ancient compact is broken. By Lantlu—not by me.”

She swayed forward.

“Suppose we abandon YuAtlanchi? Pass from it as did my ancestors, and the Lords who were your peers? Leave it to its rot?”

The Lord of Folly did not answer.

“Ah, well, where there is little left but folly, you of course must stay,” she nodded her childish head toward him. “But what is there to keep me? By the wisdom of my people! Here was a race of hairless gray apes that we took from their trees. Took them and taught them, and turned them into men. And what have they become? Dwellers in dream, paramours of phantoms, slaves of illusion. The others—swinging ever toward the darkness, lovers of cruelty; retainers of beauty, outwardly—and under their masks, hideous. I sicken of them. YuAtlanchi rots—nay, it is rotten. Let it die!”

“There is Suarra,” said the Lord of Folly, softly. “And there are others who are still sound. Will you abandon them?”

The Serpentwoman’s face softened.

“There is Suarra,” she whispered, “and there are— others. But So few! By my ancestors, so few!”

“If it were their fault alone!” said the Lord of Folly.

“But it is not, Adana. Better for them had we razed the barrier that has protected them. Better for them had we let them make their own way against the wilderness, and what of enemies it held. Better for them had we never closed the Door of Death.”

“Peace!” answered the Serpentwoman, sadly. “It was my woman’s tongue speaking. Yet there is a deeper reason why we may not abandon them. This Shadow of Nimir seeks a body. What this Shadow is, how strong Nimir still may be, what he has forgotten of his old arts, or what new arts he has learned through the ages—I do not know. But this I do know—if this Shadow seeks a body, it is to free Nimir from the stone. We must prepare for battle. Old One. Nimir freed, and victorious—we must go! Nor would our going be orderly and as we may desire. And in time he would spread his dominion over all the world, as other ages ago he planned to do. And that must not be!”

The Lord of Folly stirred upon the red throne, flapping about like a great red and yellow bird, uneasily.

“Well,” said the Serpentwoman, practically, “I am glad I cannot read the future. If it is to be war, I have no desire to be weakened by knowing I am going to lose. Nor to be bored by knowing I am going to win. If one must exert oneself to such a degree as such war promises, one is surely entitled to the interest of uncertainty.”

Graydon, for all the incredible weirdness of what he seemed to be seeing and hearing, chuckled involuntarily at this, it was so amazingly feminine. The Serpentwoman glanced at him, as though she had heard him. There was a half-malicious twinkle in her glowing eyes.

“As for this man who seeks Suarra,” she said, “let him come and find me! There is much in what you have said of our error in making life too easy for YuAtlanchi, Tyddo. Let us not repeat it. When this man, by his own wit and courage, has found the way to me, and stands before me in body as now he stands in thought, I will arm him with power. If we win, Suarra shall be his reward. In the meantime, for sign, I shall send my winged Messengers to him, that they may know him—and also that he may know he need fear them no more.”

The temple faded, and disappeared. Graydon seemed to hear around and above him a storm of elfin buglings. He thought that he opened his eyes, threw off the blanket and arose—

And that all around him, glimmering with pale silver fires, were circles upon circles of the silver-feathered serpents! Whirling and wheeling in countless spirals; hundreds upon hundreds of them, great and small, their plumes gleaming, fencing gayly with long rapier beaks, horn notes ringing—

And were gone.

At dawn he threw together a hasty breakfast, caught the burro and adjusted the packs upon it. Whistling, he set forth, up the mountain. The ascent was not difficult In an hour he had reached the summit

At his feet the ground sloped down to a level plain, dotted with huge standing stones. Up from this plain and not three miles from where he stood arose the scarps of a great mountain. Its precipices marched in the arc of an immense circle, on and on beyond sight—

The ramparts of YuAtlanchi!

CHAPTER VIII. The Lizard Men

THERE COULD BE no doubt of it. Behind the barrier upon which he looked lay Yu-Adanchi—and Suarra! The plain studded with the giant menhirs was that over which the spider-man had scuttled. The path along which Graydon had trodden on his way to the Face must be just below him.

He heard high overhead a

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