That clicking roar continued, but in Burl's ears it was almost drowned out by the noise made by the halo of flies accompanying him. Their buzzing had deepened in pitch with the increase in size of all their race. It was now the note close to the deepest bass tone of an organ. Yet flies--though greatly enlarged on the forgotten planet--had not become magnified as much as some of the other creatures. There were no great heaps of putrid matter for them to lay their eggs in. The ants were busy scavengers, carting away the debris of tragedies in the insect world long before it could acquire the gamey flavor beloved of fly-maggots. Only in isolated spots were the flies really numerous. In such places they clustered in clouds. Such a cloud began to form about Burl as he fled. It seemed as though a miniature whirlwind kept pace with him--a whirlwind composed of furry, revolting bodies and multi-faceted eyes. Fleeing, Burl had to swing his club before him to clear the way. Almost every stroke was interrupted by an impact against some thinly-armored body which collapsed with the spurting of reddish liquid. Then an anguish as of red-hot iron struck upon Burl's back. One of the stinging flies had thrust its sharp-tipped proboscis into his flesh to suck the blood. Burl uttered a cry and ran full-tilt into the stalk of a blackened, draggled toadstool. There was a curious crackling as of wet punk. The toadstool collapsed upon itself with a strange splashing sound. A great many creatures had laid their eggs in it, until now it was a seething mass of corruption and ill-smelling liquid. When the toadstool crashed to the ground, it crumbled into a dozen pieces, spattering the earth for yards all about with stinking stuff in which tiny, headless maggots writhed convulsively. The deep-toned buzzing of the flies took on a note of solemn satisfaction. They settled down upon this feast. Burl staggered to his feet and darted off again. Now he was nothing but a minor attraction to the flies, only three or four bothering to come after him. The others settled by the edges of the splashing fluid, quickly absorbed in an ecstasy of feasting. The few still hovering about his head, Burl killed,--but he did not have to smash them all. The remaining few descended to feast on their fallen comrades twitching feebly at his feet. He ran on and passed beneath the wide-spreading leaves of an isolated giant cabbage. A great grasshopper crouched on the ground, its tremendous radially-opening jaws crunching the rank vegetation. Half a dozen great worms ate steadily of the leaves that supported them. One had swung itself beneath an overhanging leaf--which would have thatched houses for men--and was placidly anchoring itself for the spinning of a cocoon in which to sleep the sleep of metamorphosis.