of Venta who had ever seen service in the field; and the citizen soldiers were fairly panic-stricken when they saw themselves actually facing a furious, yelling crowd of barbarians, cruel and savage creatures in reality, and commonly reported to be even worse than they were. Without even striking a blow they turned and fled. The Count, whom the alarm had just reached, was met, and, for a time, carried away by the tide of fugitives. Still he was able to rally a few men to his side for a last effort. Some of his own followers were with him, and the rest could be fetched in a few moments. The gallant old centurion, in spite of his seventy years, was prompt with the offer of his sword; and, as always happens, the infection of courage spread not less rapidly than the infection of cowardice. Altogether a compact body of about a hundred men were collected. Well armed and well disciplined they turned a steadfast face to the enemy, and were able to make their retreat to a little fort which stood on a hill to the south-east of the town. Carna, the priest of Venta and his family, and a few other non-combatants were with them. More, in the terrible confusion of the scene, it was impossible to rescue. All through the trying time Cedric distinguished himself by his coolness and courage. When once he had seen Carna safely bestowed in the centre of the party, and had also seen that the person of the Pictish chief was secured (having the presence of mind to foresee that he would be a valuable hostage), he took up a position in the extreme rear of the retreat, and performed prodigies of valour in keeping the pursuers at bay. The occupation of the fort could, of course, do nothing more than give them a breathing space. Though it had been for some time unoccupied, its defences were tolerably perfect, and it might have been held against a barbarian enemy as long as provisions held out. Unfortunately this was the weak part of their position. Of provisions they had very little. Luckily the place had latterly been used as a warehouse, and contained some sacks of flour. A few sheep were feeding in a meadow hard by, and were hastily driven within the defences. Happily there was a well within the walls.