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"What!"

"Yes, hurry!" and Phil sank back, weak from lack of food and the severe strain he had put upon himself.

Mr. Sparling grasped the meaning of the lad's words in a flash. Snatching a whistle from his pocket he blew two short, shrill blasts. A mounted man came riding up at a gallop.

"Go to the lot! Have the tents surrounded. Let no one through who doesn't belong to the show. I trust you to look out for our property. An attempt may be made to do us damage while we are out on parade. Now, ride!"

The man did ride. He whirled his horse and set it at a run down the line, headed toward the circus lot.

"I've got to get back there myself, Phil. Can you stand it to stay in the carriage until it reaches the lot?"

"Yes, but I don't look fit. I—"

"Sit up and look wise. The people will think you are a clown and they'll split their sides laughing. I'll talk with you later. You must have had a rough time of it."

"I have had."

Mr. Sparling jumped out of the carriage, and, ordering a rider to dismount, took the latter's horse, on which he, too, rode back to the lot with all speed.

Phil pulled himself together. Half a block further on the people, espying him, did laugh as Mr. Sparling had said they would.

Phil grinned out of sheer sympathy.

"I must look funny riding in this fine carriage with four white horses drawing me through the streets. I don't blame them for laughing. If I had something to eat, now, I would be all right. I am getting to have as much of an appetite as Teddy Tucker has. I—"

Phil paused, listening intently.

"I hear another band and it is coming nearer," he exclaimed.
"That must be the Sully show. I forgot in my excitement, to ask
Mr. Sparling about them. I wonder where they are?"

The music of the rival band grew louder and louder, but strain his eyes and ears as he would, Phil was unable to locate the other show's line of parade.

"Where's that band?" he called up to the driver of his carriage.

"Off that side of the town, I guess," he answered, waving his whip to the right of them.

"Well, I think they are pretty close to us and I don't like the looks, or rather the sound of things."

At that moment Phil's carriage was drawn across an intersecting street. He looked up the street quickly.

"There they are!" he cried.

Less than a quarter of a block up the street he saw the other parade sweeping down upon them, bands playing, flags flying and banners waving. Phil's quick, practiced eyes saw something else too. The elephants were leading the rival parade, with horsemen immediately at their rear, the band still further back.

This being so unusual in a parade, the Circus Boy knew that there must be some reason for the peculiar formation. The elephants should have been further back in the line, the same as were those of the Sparling show.

Phil divined the truth instantly.

"They're going to break up our parade!" he cried. "That's what they are hoping to do. Drive on! I'm going to get out and run back to tell the parade manager. They'll do us a lot of damage."

Phil leaped from the carriage and ran down the street, his coat wide open showing his pink riding shirt beneath it.

"Where's the parade manager?" he cried.

"Gone to the lot. Boss sent him back."

Phil groaned. Something must be done and done quickly.
The rival parade must be nearing their street by this time.

A thought occurred to him. Phil dashed for the elephant herd.

"Mr. Kennedy!"

"Yes?"

"Sully's show is going to run into us at that corner there."

"They don't dare!"

"They do and they will. Swing your elephants out of line and throw them across that intersecting street. I'll bet they won't get by our bulls in a hurry."

"Great! Great, kid! I'd never thought of that."

"You'll have to hurry. The other fellows are almost here and their elephants are leading the parade. Sully's just looking for trouble!"

The voice of the elephant trainer uttered a series of shrill commands that sounded like so many explosions. The elephants understood. They swung quickly out of line and went lumbering down the street.

"Hey, there, that you, Phil?"

It was Teddy on old Emperor's back in the same frog costume that he had worn for that purpose the first season with the show.

"Yes, what's left of me," answered Phil, running fast to keep up with the swiftly moving elephants.

Just before reaching the intersecting street he managed to get ahead of Kennedy and his charges.

"Hurry, hurry! They're right here," howled the Circus Boy.

The trainer, with prod and voice, urged the elephants into even quicker action than before. Two minutes later they swung across the street down which the rival parade was coming, and, at the command of their keeper, the huge animals turned, facing the other body of paraders.

"We're just in time! There they are!" cried Phil excitedly.

"I should say so. They were going to do what you said they would, the scoundrels!"

"Can you hold them till our people get by, do you think?"

"Can I hold them? I can hold them till all the mill ponds in
Canada freeze up!" exploded the elephant trainer.

Phil walked forward to meet the Sully parade. The owner of that show was well up toward the front of the line on horseback.

"You'll have to wait till our line gets by, sir," announced Phil, with a suggestive grin. "We've got your little game blocked, you see."

"You!"

Sully fairly hurled the word at the disreputable looking
Circus Boy.

"Yes; you see I got away. Are you going to stop?"

"No, not for any outfit that James Sparling runs. Where is he? Afraid to come out and show himself, eh? Sends a runaway kid out to speak for him. Get out of the way, or I'll run you down!"

Phil's eyes snapped.

"You had better not try it, if you know what's good for you!"

"Move on! Break through their line!" commanded Sully.

Phil turned and waved his hand.

"They are going to try to break through, Mr. Kennedy," he called.

Kennedy uttered several quick commands. The Sully elephants swung down toward him, their trunks raised high in the air. The leader, a big tusker, uttered a shrill cry.

It was the elephants' battle cry, but Phil did not know it.
Kennedy did.

For the first time, thus far, the Sparling herd of elephants began to show signs of excitement. Their trainer quieted them somewhat with soothing words here, a sharp command there, and occasionally a prod of the hook.

All at once the leading tusker of the Sully herd lunged straight at old Emperor. In another instant nearly every elephant in each herd had chosen an opponent and the battle was on in earnest.

Trumpetings, loud shrieks of rage and mighty coughs made the more timid of the people flee to places of greater safety.

As the crash of the meeting elephants came, Phil ran back to the street where his own parade was standing.

"Move on!" he shouted. "Follow your route without the elephants. And you, bandmaster, keep your men playing. When you have gone by, we will give the other show a chance to go on if there's enough left of them to do so."

Realizing that Phil had given them sensible advice, the Sparling show moved on with band playing and colors waving, but above the uproar could be heard the thunder of the fighting elephants.

Two of the rival show's elephants had been tumbled into a ditch by the roadside. Then Kennedy had a lively few minutes to keep his own animals from following and putting an end to the enemies they had tumbled over.

The tusks of the two big elephants, when they met, sounded like the report of a pistol. Such sledge hammer blows as these two monsters dealt each other made the spectators of the remarkable battle gasp.

All at once they saw something else that made them stare the harder.

On the back of Emperor, lying prone was stretched a strange figure. From it they saw the head of a boy emerge. Slowly the frog costume that he had worn, slipped from him and dropped to the ground.

"Teddy!" shouted Phil. "He'll be killed!"

"W-o-w!" howled Teddy Tucker, who had been so frightened in the beginning that he could not get down, and now he could not if he would.

"Let go and jump off! I'll catch you!" shouted Phil.

"I—I can't."

"Mr. Kennedy, can't you get him off?"

But the trainer had his hands more than full keeping his charges in line, for at all hazards they must not be allowed to get away from him, as in their present excited state there was no telling what harm they might do.

The Sparling people suddenly uttered a great shout. Emperor was slowly forcing his antagonist backward, the Sully elephant gradually giving ground before the mighty onslaught of old Emperor. Seeing their leader weakening, the other elephants also began retreating until the line was slowly forced back against Sully's line of march. The owner was riding up and down in a frightful rage, alternately urging his trainer to rally his elephants, and hurling threats at Phil Forrest and the organization he represented.

"Had we better not call our bulls off, Mr. Kennedy?" shouted Phil. "Our parade has gone by this time."

"Yes, if I can. I don't know whether I can stop them now or not."

"You get the others away. I'll try to take care of Emperor and Jupiter. Emperor will give in shortly, after he knows the other elephant is whipped."

"He won't give in till he kills him," answered Kennedy.
"Better look out. He's blind, crazy mad."

"I'm not afraid of him. Hang on now, Teddy. We will have you out of your difficulty in a few minutes."

Teddy had been hanging on desperately, his eyes large and staring. Every time the long trunk of Sully's big tusker was raised in the air, Teddy thought it was being aimed at his head and shrank closer to Emperor's back. But the tusker probably never saw Teddy at all. He was too busy protecting himself from old Emperor's vicious thrusts.

At last the tusker began to retreat in earnest. First he would turn, running back a few rods; then he would whirl to give a moment's battle to Emperor.

Emperor was following him doggedly.

Phil decided that it was time to act. He rushed up to Emperor's head during one of these lulls and called commandingly.

Emperor, with a sweep of his trunk, hurled Phil Forrest to the side of the street. But Phil, though shaken up a bit, was not harmed in the least.

He was up and at his huge friend almost at once.

"Emperor! Emperor!" he shouted, getting nearer and nearer to the head of the enraged beast.

Finally Phil stepped up boldly and threw both arms about
Emperor's trunk.

"Steady, steady, Emperor!" he commanded.

This time the elephant did not hurl Phil away. Instead, he stopped hesitatingly, evidently not certain whether he should plunge on after his enemy or obey the command of his little friend.

Phil tucked the trunk under his arm confidently.

"That's a good fellow! Come along now, and we'll have a whole bag of peanuts when we get back to the lot."

The elephant coughed understandingly, it seemed. At least he turned about, though with evident reluctance, and meekly followed the Circus Boy, his trunk still tucked under the latter's arm.

The Sully elephants had been whipped and driven off, though none had been very seriously injured. Some fences had been knocked over and a number of people nearly frightened to death—but that was all. Phil had saved the day for his employer's show and had come out victorious.

The Circus Boy was in high glee as he led Emperor back toward the lot, where the parade was drawing in by the time he reached there.

Teddy, on the big elephant's head, was waving his arms excitedly.

"We licked 'em! We licked 'em!" he howled, as he caught sight of
Mr. Sparling hurrying toward them.