on went the train, carrying the boys to a destination unknown to them. all they cared for was that they were going away from freeport and its vindictive constable.

"how long have your folks been dead?" asked jack, after he had settled himself comfortably in a corner.

"about five years," was the answer. "father and mother went about the same time. they were poor, and i had no brothers or sisters. when i was all alone," the boy's voice trembled a bit, "i didn't know what to do. they wanted to send me to the poor-house, but i ran away. then, after knocking about a bit, i got the job with the traction engine man, until he used me so i couldn't stand it."

"that's about my case," said jack. "i had a brother, and he ran away before my folks died. i guess they felt bad about him. anyhow, mother used to cry an awful lot. when i was left all alone i was taken care of by some poor folks, who kept me as long as they could. then i had to shift for myself. i had a good many jobs, and then i thought i'd like to be a farmer. i was sent to a place but the man wasn't very kind. he whipped me because i made a mistake and pulled up an onion instead of a weed. then he beat me because i gave the horse too many oats. he never told me how much to give. so i ran away, and i'm glad of it. i've been cold and hungry lots of times since, but i haven't been whipped."

"i guess that old constable would have licked us if he had the chance," put in mark.

"no use worrying over that. he's a good many miles away now."

"here! what are you boys doing there?" cried a voice.

jack and mark looked up, to see a brakeman gazing down at them from the top of a box car.

"we're taking a ride," answered jack coolly.

"so i see," replied the brakeman. "well, i guess it will come to an end right now. hop off!"

"are you the conductor?" asked jack.

"no, of course not," said the wheel-twister.

"then don't try to put us off," went on the boy, with an assumed haughty air. "just send the conductor here to punch our tickets. we're traveling first class, and don't want to be disturbed any more than is necessary."

"well, i like your nerve!" exclaimed the brakeman, climbing down. "who are you, anyhow?"

the railroad man laughed. then jack smiled, for he knew he and his companion were safe. in a few words he told their stories, and the brakeman promised they might go as far as the train went.

"you boys are all right," said the brakeman. "i have two youngsters of my own at home, and i hope, if ever they get in a tight place, some one will help them. can i do anything to fix you up?"

"not unless you can lend us about one thousand dollars each," laughed

jack, and the brakeman joined in with him.

"or tell us where we can get work," put in mark, who seemed quite worried.

"i can't say for sure where you can get jobs," the brakeman said, "but if i was in your place i'd get off at the next town. the name of it is millville, and there are lots of factories there. maybe you can strike something. i'll speak to the conductor and have him ask the engineer to slow up so you can jump off."

"we'd be obliged if you would," jack said. "we may be tramps for a while, but we're both anxious to get work, and maybe millville will be just the place for us."

"we're coming into it now," the brakeman went on. "it's about a mile from here. i'll go back, and when you hear five whistles from the engine you'll know it's slowing up and you are to jump off. i know the conductor will do that if i ask him."

the brakeman climbed up the ladder on the end of the box car next to the gondola where the boys were, until he reached the run-boards on top. then he hurried along to the caboose, where the conductor was.

"we must listen for the five whistles," said jack. "get ready to jump,

mark. don't forget your baggage."

"no danger of that," chimed in the other, falling into the joyful mood of his companion, who never seemed to be cast down for long, no matter what happened.

the train was going down grade now, and the speed was much increased. telegraph poles whizzed past at a rapid rate and the wheels sung a livelier tune as they clipped over the rail joints.

"it's a good thing the engineer is going to slow down for us," said

jack. "we'd never be able to jump off at the rate we're going."

"hark!" exclaimed mark. "there goes the whistle!"

the boys listened. a long, shrill blast cut the summer air, and vibrated back to them over the tops of the cars.

"that isn't five whistles; it's one!" cried jack. "it's the call for brakes! i wonder if anything has happened to the train!"

there was a pause. then came another single shriek from the engine's whistle. it sounded appealingly, as if the steam monster was in distress.

"look! look!" shouted mark. "we are going much faster than we were!"

at the same instant there was a crash and a jolting sound. the train seemed to break in two parts at about the centre. the forward section, drawn by the engine, went one way, and the other part, with the gondola containing the boys, in the lead, took another track. an insecurely fastened switch was responsible for the accident. the locomotive and nearly half the cars of the train took the main track, while the remainder of the outfit swung on to a siding.

the section of the train with the boys aboard had become a runaway freight!

"what has happened?" cried mark.

"the train's broken in two!" shouted jack. "come on! help twist the brakes!"

both boys sprang to the wheel of the gondola. it was all they could do to give it a few turns, but they managed to make the brake-shoes grip the wheels to some degree, as was evidenced by the shrill shrieking.

"can you climb up to the top of the box car?" asked jack.

"sure!" shouted mark. "go ahead!"

though mark was thin, he had a nervous strength almost equal to that of his stouter companion.

"we must set all the brakes we can!" jack cried. "that's the only way to stop the runaway train!"

with their small arms they twisted the wheel on the box car. they got it as tight as they could, then ran along the top of the vehicle to the next one. about ten cars down they saw their friendly brakeman.

"that's the stuff, boys!" he shouted. "there'll be a smash-up if we don't stop the cars!"

he was twisting wheels with all his might. as fast as they could the two boys went from car to car, setting the brakes.

but in spite of their efforts, and the efforts of another brakeman besides the one they had spoken to, the speed of the runaway freight train increased. the grade was a steep one, and down the hill the uncontrolled cars rushed.

"i don't believe we're going to stop," said jack.

"shall we jump?" asked mark.

"not if you want to get a job in the mill or factory," replied jack. "i reckon if you or i jumped that would be the last of us."

with a rush and a roar the train continued to speed along. the trees and telegraph poles whizzed past so quickly as to be almost invisible.

"i guess this is millville," said mark, as the runaway train passed a station, on several sides of which there were large buildings to be seen.

so fast was the runaway train going now that the boys had to lie down on their faces and cling to the run-boards on top of the box car to avoid being jolted off. the wind fairly whistled in their ears. through the town they rushed, observing, as by a flash, the white, frightened face of the station agent as he watched them go past.

"do you think there'll be a smash-up?" asked mark.

"i don't see how it can be avoided," replied jack. "this track has to come to an end somewhere. when it does, look out, that's all!"

on and on rushed the train! it's speed was now fearful, for the down grade had increased. it was of no avail to twist the brakes, for no strength would avail to slacken the awful speed. the boys, in common with the brakemen, could only cling and wait in terror for what was to come.

the cars swayed as they went around a curve. jack lifted his head and peered forward.

"hold fast!" he shouted. "we're going to strike something in a minute!"

he had looked up in time to see that the track siding came to an abrupt end about a quarter of a mile further on, the rails stopping in a sand bank.

hardly had the boys time to take a tighter grip with their fingers on the boards to which they were clinging, when the whole string of freight cars seemed to crumple up like a collection of paper vehicles.

there was a grinding, sickening crash, a succession of heavy jolts, a piling up of one car on top of another, a splintering of wood, a rending of iron and steel, and then with one terrible smash, with one final roar, the runaway freight piled itself up in a mass of shattered cars against the sand hill, at the base of which the rails came to an end. it was a fearful wreck.

"hold fast!" were the last words jack cried to his companion. his voice sounded faint above the din.

"where are you, jack?" he heard mark shout in reply.

then all became dark, and the boys lost their senses as they were hurled into the splintered mass of wreckage.