while shaggy and his companions stood huddled in a group at one side, the army of oogaboo was approaching along the pathway, the tramp of their feet being now and then accompanied by a dismal groan as one of the officers stepped on a sharp stone or knocked his funnybone against his neighbor's sword-handle.

then out from among the trees marched private files, bearing the banner of oogaboo, which fluttered from a long pole. this pole he stuck in the ground just in front of the well and then he cried in a loud voice:

"i hereby conquer this territory in the name of queen ann soforth of oogaboo, and all the inhabitants of the land i proclaim her slaves!"

some of the officers now stuck their heads out of the bushes and asked:

"is the coast clear, private files?"

"there is no coast here," was the reply, "but all's well."

"i hope there's water in it," said general cone, mustering courage to advance to the well; but just then he caught a glimpse of tik-tok and shaggy and at once fell upon his knees, trembling and frightened and cried out:

"mercy, kind enemies! mercy! spare us, and we will be your slaves forever!"

the other officers, who had now advanced into the clearing, likewise fell upon their knees and begged for mercy.

files turned around and, seeing the strangers for the first time, examined them with much curiosity. then, discovering that three of the party were girls, he lifted his cap and made a polite bow.

"what's all this?" demanded a harsh voice, as queen ann reached the place and beheld her kneeling army.

"permit us to introduce ourselves," replied shaggy, stepping forward. "this is tik-tok, the clockwork man—who works better than some meat people. and here is princess ozga of roseland, just now unfortunately exiled from her kingdom of roses. i next present polychrome, a sky fairy, who lost her bow by an accident and can't find her way home. the small girl here is betsy bobbin, from some unknown earthly paradise called oklahoma, and with her you see mr. hank, a mule with a long tail and a short temper."

"puh!" said ann, scornfully; "a pretty lot of vagabonds you are, indeed; all lost or strayed, i suppose, and not worth a queen's plundering. i'm sorry i've conquered you."

"but you haven't conquered us yet," called betsy indignantly.

"no," agreed files, "that is a fact. but if my officers will kindly command me to conquer you, i will do so at once, after which we can stop arguing and converse more at our ease."

the officers had by this time risen from their knees and brushed the dust from their trousers. to them the enemy did not look very fierce, so the generals and colonels and majors and captains gained courage to face them and began strutting in their most haughty manner.

"you must understand," said ann, "that i am the queen of oogaboo, and this is my invincible army. we are busy conquering the world, and since you seem to be a part of the world, and are obstructing our journey, it is necessary for us to conquer you—unworthy though you may be of such high honor."

"that's all right," replied shaggy. "conquer us as often as you like. we don't mind."

"but we won't be anybody's slaves," added betsy, positively.

"we'll see about that," retorted the queen, angrily. "advance, private files, and bind the enemy hand and foot!"

but private files looked at pretty betsy and fascinating polychrome and the beautiful rose princess and shook his head.

"it would be impolite, and i won't do it," he asserted.

"you must!" cried ann. "it is your duty to obey orders."

"i haven't received any orders from my officers," objected the private.

but the generals now shouted: "forward, and bind the prisoners!" and the colonels and majors and captains repeated the command, yelling it as loud as they could.

all this noise annoyed hank, who had been eyeing the army of oogaboo with strong disfavor. the mule now dashed forward and began backing upon the officers and kicking fierce and dangerous heels at them. the attack was so sudden that the officers scattered like dust in a whirlwind, dropping their swords as they ran and trying to seek refuge behind the trees and bushes.

betsy laughed joyously at the comical rout of the "noble army," and polychrome danced with glee. but ann was furious at this ignoble defeat of her gallant forces by one small mule.

"private files, i command you to do your duty!" she cried again, and then she herself ducked to escape the mule's heels—for hank made no distinction in favor of a lady who was an open enemy. betsy grabbed her champion by the forelock, however, and so held him fast, and when the officers saw that the mule was restrained from further attacks they crept fearfully back and picked up their discarded swords.

"private files, seize and bind these prisoners!" screamed the queen.

"no," said files, throwing down his gun and removing the knapsack which was strapped to his back, "i resign my position as the army of oogaboo. i enlisted to fight the enemy and become a hero, but if you want some one to bind harmless girls you will have to hire another private."

then he walked over to the others and shook hands with shaggy and tik-tok.

"treason!" shrieked ann, and all the officers echoed her cry.

"nonsense," said files. "i've the right to resign if i want to."

"indeed you haven't!" retorted the queen. "if you resign it will break up my army, and then i cannot conquer the world." she now turned to the officers and said: "i must ask you to do me a favor. i know it is undignified in officers to fight, but unless you immediately capture private files and force him to obey my orders there will be no plunder for any of us. also it is likely you will all suffer the pangs of hunger, and when we meet a powerful foe you are liable to be captured and made slaves."

the prospect of this awful fate so frightened the officers that they drew their swords and rushed upon files, who stood beside shaggy, in a truly ferocious manner. the next instant, however, they halted and again fell upon their knees; for there, before them, was the glistening love magnet, held in the hand of the smiling shaggy man, and the sight of this magic talisman at once won the heart of every oogabooite. even ann saw the love magnet, and forgetting all enmity and anger threw herself upon shaggy and embraced him lovingly.

quite disconcerted by this unexpected effect of the magnet, shaggy disengaged himself from the queen's encircling arms and quickly hid the talisman in his pocket. the adventurers from oogaboo were now his firm friends, and there was no more talk about conquering and binding any of his party.

"if you insist on conquering anyone," said shaggy, "you may march with me to the underground kingdom of ruggedo. to conquer the world, as you have set out to do, you must conquer everyone under its surface as well as those upon its surface, and no one in all the world needs conquering so much as ruggedo."

"who is he?" asked ann.

"the metal monarch, king of the nomes."

"is he rich?" inquired major stockings in an anxious voice.

"of course," answered shaggy. "he owns all the metal that lies underground—gold, silver, copper, brass and tin. he has an idea he also owns all the metals above ground, for he says all metal was once a part of his kingdom. so, by conquering the metal monarch, you will win all the riches in the world."

"ah!" exclaimed general apple, heaving a deep sigh, "that would be plunder worth our while. let's conquer him, your majesty."

the queen looked reproachfully at files, who was sitting next to the lovely princess and whispering in her ear.

"alas," said ann, "i have no longer an army. i have plenty of brave officers, indeed, but no private soldier for them to command. therefore i cannot conquer ruggedo and win all his wealth."

"why don't you make one of your officers the private?" asked shaggy; but at once every officer began to protest and the queen of oogaboo shook her head as she replied:

"that is impossible. a private soldier must be a terrible fighter, and my officers are unable to fight. they are exceptionally brave in commanding others to fight, but could not themselves meet the enemy and conquer."

"very true, your majesty," said colonel plum, eagerly. "there are many kinds of bravery and one cannot be expected to possess them all. i myself am brave as a lion in all ways until it comes to fighting, but then my nature revolts. fighting is unkind and liable to be injurious to others; so, being a gentleman, i never fight."

"nor i!" shouted each of the other officers.

"you see," said ann, "how helpless i am. had not private files proved himself a traitor and a deserter, i would gladly have conquered this ruggedo; but an army without a private soldier is like a bee without a stinger."

"i am not a traitor, your majesty," protested files. "i resigned in a proper manner, not liking the job. but there are plenty of people to take my place. why not make shaggy man the private soldier?"

"he might be killed," said ann, looking tenderly at shaggy, "for he is mortal, and able to die. if anything happened to him, it would break my heart."

"it would hurt me worse than that," declared shaggy. "you must admit, your majesty, that i am commander of this expedition, for it is my brother we are seeking, rather than plunder. but i and my companions would like the assistance of your army, and if you help us to conquer ruggedo and to rescue my brother from captivity we will allow you to keep all the gold and jewels and other plunder you may find."

this prospect was so tempting that the officers began whispering together and presently colonel cheese said: "your majesty, by combining our brains we have just evolved a most brilliant idea. we will make the clockwork man the private soldier!"

"who? me?" asked tik-tok. "not for a sin-gle sec-ond! i can-not fight, and you must not for-get that it was rug-ge-do who threw me in the well."

"at that time you had no gun," said polychrome. "but if you join the army of oogaboo you will carry the gun that mr. files used."

"a sol-dier must be a-ble to run as well as to fight," protested tik-tok, "and if my works run down, as they of-ten do, i could nei-ther run nor fight."

"i'll keep you wound up, tik-tok," promised betsy.

"why, it isn't a bad idea," said shaggy. "tik-tok will make an ideal soldier, for nothing can injure him except a sledge hammer. and, since a private soldier seems to be necessary to this army, tik-tok is the only one of our party fitted to undertake the job."

"what must i do?" asked tik-tok.

"obey orders," replied ann. "when the officers command you to do anything, you must do it; that is all."

"and that's enough, too," said files.

"do i get a salary?" inquired tik-tok.

"you get your share of the plunder," answered the queen.

"yes," remarked files, "one-half of the plunder goes to queen ann, the other half is divided among the officers, and the private gets the rest."

"that will be sat-is-fac-tor-y," said tik-tok, picking up the gun and examining it wonderingly, for he had never before seen such a weapon.

then ann strapped the knapsack to tik-tok's copper back and said: "now we are ready to march to ruggedo's kingdom and conquer it. officers, give the command to march."

"fall—in!" yelled the generals, drawing their swords.

"fall—in!" cried the colonels, drawing their swords.

"fall—in!" shouted the majors, drawing their swords.

"fall—in!" bawled the captains, drawing their swords.

tik-tok looked at them and then around him in surprise.

"fall in what? the well?" he asked.

"no," said queen ann, "you must fall in marching order."

"can-not i march without fall-ing in-to it?" asked the clockwork man.

"shoulder your gun and stand ready to march," advised files; so tik-tok held the gun straight and stood still.

"what next?" he asked.

the queen turned to shaggy.

"which road leads to the metal monarch's cavern?"

"we don't know, your majesty," was the reply.

"but this is absurd!" said ann with a frown. "if we can't get to ruggedo, it is certain that we can't conquer him."

"you are right," admitted shaggy; "but i did not say we could not get to him. we have only to discover the way, and that was the matter we were considering when you and your magnificent army arrived here."

"well, then, get busy and discover it," snapped the queen.

that was no easy task. they all stood looking from one road to another in perplexity. the paths radiated from the little clearing like the rays of the midday sun, and each path seemed like all the others.

files and the rose princess, who had by this time become good friends, advanced a little way along one of the roads and found that it was bordered by pretty wild flowers.

"why don't you ask the flowers to tell you the way?" he said to his companion.

"the flowers?" returned the princess, surprised at the question.

"of course," said files. "the field-flowers must be second-cousins to a rose princess, and i believe if you ask them they will tell you."

she looked more closely at the flowers. there were hundreds of white daisies, golden buttercups, bluebells and daffodils growing by the roadside, and each flower-head was firmly set upon its slender but stout stem. there were even a few wild roses scattered here and there and perhaps it was the sight of these that gave the princess courage to ask the important question.

she dropped to her knees, facing the flowers, and extended both her arms pleadingly toward them.

"tell me, pretty cousins," she said in her sweet, gentle voice, "which way will lead us to the kingdom of ruggedo, the nome king?"

at once all the stems bent gracefully to the right and the flower heads nodded once—twice—thrice in that direction.

"that's it!" cried files joyfully. "now we know the way."

ozga rose to her feet and looked wonderingly at the field-flowers, which had now resumed their upright position.

"was it the wind, do you think?" she asked in a low whisper.

"no, indeed," replied files. "there is not a breath of wind stirring. but these lovely blossoms are indeed your cousins and answered your question at once, as i knew they would."