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"How fast we are going all of a sudden," the Ladybug said. "I wonder why?"

"I don't think the seagulls like this place any better than we do," James answered. "I imagine they want to get out of it as soon as they can. They got a bad fright in that storm we've just been through."

Faster and faster flew the seagulls, skimming across the sky at a tremendous pace, with the peach trailing out behind them. Cloud after cloud went by on either side, all of them ghostly white in the moonlight, and several more times during the night the travelers caught glimpses of Cloud-Men moving around on the tops of these clouds, working their sinister magic upon the world below.

Once they passed a snow machine in operation, with the Cloud-Men turning the handle and a blizzard of snow-flakes blowing out of the great funnel above. They saw the huge drums that were used for making thunder, and the Cloud-Men beating them furiously with long hammers. They saw the frost factories and the wind producers and the places where cyclones and tornados were manufactured and sent spinning down toward the Earth, and once, deep in the hollow of a large billowy cloud, they spotted something that could only have been a Cloud-Men's city. There were caves everywhere running into the cloud, and at the entrances to the caves the Cloud-Men's wives were crouching over little stoves with frying-pans in their hands, frying snowballs for their husbands' suppers. And hundreds of Cloud-Men's children were frisking about all over the place and shrieking with laughter and sliding down the billows of the cloud on toboggans.

An hour later, just before dawn, the travelers heard a soft whooshing noise above their heads and they glanced up and saw an immense gray batlike creature swooping down toward them out of the dark. It circled round and round the peach, flapping its great wings slowly in the moonlight and staring at the travelers. Then it uttered a series of long deep melancholy cries and flew off again into the night.

"Oh, I do wish the morning would come!" Miss Spider said, shivering all over.

"It won't be long now," James answered. "Look, it's getting lighter over there already."

They all sat in silence watching the sun as it came up slowly over the rim of the horizon for a new day.

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