"well, tom, what happened?" asked mr. sharp, as he saw the trio running away. "looks as if you had had an exciting time here."

"no, those fellows had all the excitement," declared ned. "we had the fun." and the two lads proceeded to relate what had taken place.

"tried to damage the airship, eh?" asked mr. sharp. "i wish i'd caught them at it; the scoundrels! but perhaps you handled them as well as i could have done."

"i guess so," assented tom. "i must see if they did cut any of the wires."

but the young inventor and his chum had acted too quickly, and it was found that nothing had been done to the red cloud.

a little later the airship was taken out of the shed, and made ready for a trip. the gas ascension was first used, and ned and mr. swift were passengers with tom and mr. sharp. the machine went about a thousand feet up in the air, and then was sent in various directions, to the no small delight of a large crowd that gathered in the meadow back of the swift property; for it only required the sight of the airship looming its bulk above the fence and buildings, to attract a throng. it is safe to say this time, however, that andy foger and his cronies were not in the audience. they were probably too busy removing the soot and red paint.

although it was the first time mr. swift had ever been in an airship, he evinced no great astonishment. in fact he seemed to be thinking deeply, and on some subject not connected with aeronautics. tom noticed the abstraction of his father, and shook his head. clearly the aged inventor was not his usual self.

as for ned newton his delight knew no bounds, at first he was a bit apprehensive as the big ship went higher and higher, and swung about, but he soon lost his fear, and enjoyed the experience as much as did tom. the young inventor was busy helping mr. sharp manage the machinery, rudders-planes and motor.

a flight of several miles was made, and tom was wishing they might pay another visit to the rocksmond seminary, but mr. sharp, after completing several evolutions, designed to test the steering qualities of the craft, put back home.

"we'll land in the meadow and try rising by the planes alone," he said. in this evolution it was deemed best for mr. swift and ned to alight, as there was no telling just how the craft would behave. tom's father was very willing to get out, but ned would have remained in, only for the desire of his friend.

with the two propellers whirring at a tremendous speed, and all the gas out of the aluminum container, the red cloud shot forward, running over the level ground of the meadow, where a starting course had been laid out.

"clear the track!" cried mr. sharp, as he saw the crowd closing up in front of him. the men, boys, several girls and women made a living lane. through this shot the craft, and then, when sufficient momentum had been obtained, tom, at a command from the aeronaut, pulled the lever of the elevation rudder. up into the air shot the nose of the red cloud as the wind struck the slanting surface of the planes, and, a moment later it was sailing high above the heads of the throng.

"that's the stuff!" cried mr. sharp. "it works as well that way as it does with the gas!"

higher and higher it went, and then, coming to a level keel, the craft was sent here and there, darting about like a bird, and going about in huge circles.

"start the gas machine, and we'll come to rest in the air," said the balloonist, and tom did so. as the powerful vapor filled the container the ship acquired a buoyancy, and there was no need of going at high speed in order to sustain it. the propellers were stopped, and the red cloud floated two thousand feet in the air, only a little distance below some fleecy, white masses from which she took her name. the demonstration was a great success. the gas was again allowed to escape, the propellers set in motion, and purely as an aeroplane, the ship was again sent forward. by means of the planes and rudders a perfect landing was made in the meadow, a short distance from where the start had been made. the crowd cheered the plucky youth and mr. sharp.

"now i'm ready to go on a long trip any time you are, tom," said the aeronaut that night.

"we'll fit up the car and get ready," agreed the 'youth. "how about you, dad?"

"me? oh, well—er—that is, you see; well, i'll think about it," and mr. swift went to his own room, carrying with him a package of papers, containing intricate calculations.

tom shook his head, but said nothing. he could not understand his father's conduct.

work was started the next day on fitting up the car, or cabin, of the airship, so that several persons could live, eat and sleep in it for two weeks, if necessary. the third day after this task had been commenced the mail brought an unusual communication to tom and mr. sharp. it was from an aero club of blakeville, a city distant about a hundred miles, and stated that a competition for aeroplanes and dirigible balloons was to be held in the course of two weeks. the affair was designed to further interest in the sport, and also to demonstrate what progress had been made in the art of conquering the air. prizes were to be given, and the inventors of the red cloud, the achievements of which the committee of arrangements had heard, were invited to compete.

"shall we go in for it, tom?" asked the balloonist.

"i'm willing if you are."

"then let's do it. we'll see how our craft shows up alongside of others. i know something of this club. it is all right, but the carnival is likely to be a small one. once i gave a balloon exhibition for them. the managers are all right. well, we'll have a try at it. won't do us any harm to win a prize. then for a long trip!"

as it was not necessary to have the car, or cabin, completely fitted up in order to compete for the prize, work in that direction was suspended for the time being, and more attention was paid to the engine, the planes and rudders. some changes were made and, a week later the red cloud departed for blakeville. as the rules of the contest required three passengers, ned newton was taken along, mr. swift having arranged with the bank president so that the lad could have a few days off.

the red cloud arrived at the carnival grounds in the evening, having been delayed on the trip by a broken cog wheel, which was mended in mid-air. as the three navigators approached, they saw a small machine flying around the grounds.

"look!" cried ned excitedly. "what a small airship."

"that's a monoplane," declared tom, who was getting to be quite an expert.

"yes, the same kind that was used to cross the english channel," interjected mr. sharp. "they're too uncertain for my purposes, though; they are all right under certain conditions."

hardly had he spoken than a puff of wind caused the daring manipulator of the monoplane to swerve to one side. he had to make a quick descent—so rapid was it, in fact, that the tips of one of his planes was smashed.

"it'll take him a day to repair that," commented the aeronaut dryly.

the red cloud created a sensation as she slowly settled down in front of the big tent assigned to her. tom's craft was easily the best one at the carnival, so far, though the managers said other machines were on the way.

the exhibition opened the next day, but no flights were to be attempted until the day following. two more crafts arrived, a large triplane, and a dirigible balloon. there were many visitors to the ground, and tom, ned and mr. sharp were kept busy answering questions put by those who crowded into their tent. toward the close of the day a fussy little frenchman entered, and, making his way to where tom stood, asked:

"air you ze ownair of zis machine?"

"one of them," replied the lad.

"ha! sacre! zen i challenge you to a race. i have a monoplane zat is ze swiftest evaire! one thousand francs will i wager you, zat i can fly higher and farther zan you."

"shall we take him up, mr. sharp?" asked tom.

"we'll race with him, after we get through with the club entries," decided the aeronaut. "but not for money. it's against my principles, and i don't believe your father would like it. racing for prizes is a different thing."

"well, we will devote ze money to charity," conceded the frenchman. this was a different matter, and one to which mr. sharp did not object, so it was arranged that a trial should take place after the regular affairs.

that night was spent in getting the red cloud in shape for the contests of the next day. she was "groomed" until every wire was taut and every cog, lever and valve working perfectly. ned newton helped all he could. so much has appeared in the newspapers of the races at blakeville that i will not devote much space here to them. suffice it to say that the red cloud easily distanced the big dirigible from which much was expected. it was a closer contest with the large triplane, but tom's airship won, and was given the prize, a fine silver cup.

as the carnival was a small one, no other craft in a class with the red cloud had been entered, so tom and mr. sharp had to be content with the one race they won. there were other contests among monoplanes and biplanes, and the little frenchman won two races.

"now for ze affaire wis ze monstaire balloon of ze rouge color!" he cried, as he alighted from his monoplane while an assistant filled the gasolene tank. "i will in circles go around you, up and down, zis side zen ze ozzer, and presto! i am back at ze starting place, before you have begun. zen charity shall be ze richair!"

"all right, wait and see," said tom, easily. but, though he showed much confidence he asked mr. sharp in private, just before the impromptu contest: "do you think we can beat him?"

"well," said the aeronaut, shrugging his shoulders, "you can't tell much about the air. his machine certainly goes very fast, but too much wind will be the undoing of him, while it will only help us. and i think," he added, "that we're going to get a breeze."

it was arranged that the red cloud would start from the ground, without the use of the gas, so as to make the machines more even. at the signal off they started, the motors making a great racket. the monoplane with the little frenchman in the seat got up first.

"ah, ha!" he cried gaily, "i leave you in ze rear! catch me if you can!"

"don't let him beat us," implored ned.

"can't you speed her up any more?" inquired tom of mr. sharp.

the aeronaut nodded grimly, and turned more gasolene into the twenty-cylindered engine. like a flash the red cloud darted forward. but the frenchman also increased his speed and did, actually, at first, circle around the bigger machine, for his affair was much lighter. but when he tried to repeat that feat he found that he was being left behind.

"that's the stuff! we're winning!" yelled tom, ned joining in the shout.

then came a puff of wind. the monoplane had to descend, for it was in danger of turning turtle. still the navigator was not going to give up. he flew along at a lower level. then mr. sharp opened up the red cloud's engine at full speed, and it was the big machine which now sailed around the other.

"i protest! i protest!" cried the frenchman, above the explosions of his motor. "ze wind is too strong for me!"

mr. sharp said nothing, but, with a queer smile on his face he sent the airship down toward the earth. a moment later he was directly under the monoplane. then, quickly rising, he fairly caught the frenchman's machine on top of a square platform of the gas container, the bicycle wheels of the monoplane resting on the flat surface. and, so swiftly did the red cloud fly along that it carried the monoplane with it, to the chagrin of the french navigator.

"a trick! a trick!" he cried. "eet is not fair!"

then, dropping down, mr. sharp allowed the monoplane to proceed under its own power, while he raced on to the finish mark, winning, of course, by a large margin.

"ha! a trick! i race you to-morrow and again to-morrow!" cried the beaten frenchman as he alighted.

"no, thanks," answered tom. "we've had enough. i guess charity will be satisfied."

the little frenchman was a good loser, and paid over the money, which was given to the blakeville hospital, the institution receiving it gladly.

at the request of the carnival committee, mr. sharp and tom gave an exhibition of high and long flights the next day, and created no little astonishment by their daring feats.

"well, i think we have reason to be proud of our ship," remarked mr. sharp that night. "we won the first contest we were ever in, and beat that speedy monoplane, which was no small thing to do, as they are very fast."

"but wait until we go on our trip," added tom, as he looked at the cup they had won. he little realized what danger they were to meet with in the flight that was before them.