a regular watch was set, both on the plateau and on board ship. towards morning, one of the watch on board hailed the officer above:

"i have fancied, sir, for some time, that i heard noises. it seems to me like the splash of a very large number of oars."

"i have heard nothing," the officer said; "but you might hear sounds down there, coming along on the water, before i do. i will go down to the water's edge, and listen."

he did so, and was at once convinced that the man's ears had not deceived him. although the night was perfectly still, and not a breath of wind was stirring, he heard a low rustling sound, like that of the wind passing through the dried leaves of a forest, in autumn.

"you are right, johnson, there is something going on out at sea, beyond the mouth of the bay. i will call the captain, at once."

captain thompson, on being aroused, also went down to the waterside to listen; and at once ordered the whole party to get under arms. he requested mr. barlow, the young lieutenant in charge of the troops, to place half his men across each end of the plateau. the back was defended by a cliff, which rose almost perpendicularly from it to a height of some hundred feet; the plateau being some thirty yards, in depth, from the sea face to its foot. the male passengers were requested to divide themselves into two parties, and to join the soldiers in defending the position against flank attacks. the guns were all loaded, and the sailors then set to work dragging up bales of goods from below, and placing them so as to form a sort of breastwork before the guns along the sea face.

the noise at sea had, by this time, greatly increased; and although it was still too dark to see what was passing, captain thompson said that he had no doubt, whatever, that the boats had one or more large ships in tow.

"had it not been for that," he said, "they would long ago have been here. i expect that they hoped to catch us napping, but the wind fell and delayed them. they little dream how well we are prepared. did they know of our fort here, i question whether they would have ventured upon attacking us at all, but would have waited till we were well at sea, and then our chance would have been a slight one.

"well, gentlemen, you will allow that the two days were not wasted. i think, now, the pirates are well inside the bay. in half an hour we shall have light enough to see them.

"there, listen! there's the splash of their anchors. there, again! i fancy there are two ships moored broadside on, stem and stern."

all this time, the work on shore had been conducted in absolute silence, and the pirates could have had no intimation that their presence was discovered. presently, against the faintly dawning light in the east, the masts of two vessels could be seen. one was a large ship, the other a brig. almost at the same time the rough sound of boats' keels grounding on the shore could be heard.

"just as i thought," the captain whispered. "they have guessed that some of us will be ashore, and will make a rush upon us here, when the ships open fire."

the word was passed along the guns that every one was to be double shotted, and that their fire was at first to be directed at the brig. they were to aim between wind and water, and strive to sink her as speedily as possible.

as the light gradually grew brighter, the party on the plateau anxiously watched for the moment when the hull of the indiaman becoming plain to the enemy. these would open fire upon it, and so give the signal for the fight. at the first alarm the tents had all been levelled; and a thick barricade of bales erected, round a slight depression of the plateau at the foot of the cliff in its rear. here the ladies were placed, for shelter.

as the light increased, it could be seen that in addition to the two ships were a large number of native dhows. presently, from the black side of the ship, a jet of fire shot out; and at the signal a broadside was poured into the indiaman by the two vessels. at the same moment, with a hideous yell, hundreds of black figures leaped to their feet on the beach, and rushed towards the, as yet, unseen position of the english.

the captain shouted "fire!" and the twenty guns on the plateau poured their fire simultaneously into the side of the brig. the captain then gave orders that two of the light guns should be run along the terrace, to take position on the flanks, and aid the soldiers against the attacks.

this time charlie had lent his rifle to peters, and was himself armed with his double-barrel gun.

"steady, boys," mr. hallam, the ensign who commanded the soldiers at the side where charlie was stationed, cried; "don't fire a shot till i give the word, and then aim low."

with terrific yells the throng of natives, waving curved swords, spears, and clubs, rushed forward. the steep ascent checked them, but they rushed up until within ten yards of the line of soldiers on its brow. then mr. hallam gave the word to fire, and the soldiers and passengers poured a withering volley into them.

at so short a distance, the effect was tremendous. completely swept away, the leading rank fell down among their comrades; and these, for a moment, recoiled. then gathering themselves together they again rushed forward, while those in their rear discharged volleys of arrows over their heads.

among the defenders, every man now fought for himself, loading and firing as rapidly as possible. sometimes the natives nearly gained a footing on the crest; but each time the defenders, with clubbed muskets, beat them back again.

the combat was, however, doubtful, for their assailants were many hundred strong; when the defenders were gladdened with a shout of "make way, my hearties. let us come to the front, and give them a dose." in a moment two ship's guns, loaded to the muzzle with bullets, were run forward, and poured their contents among the crowded masses below.

the effect was decisive. the natives, shaken by the resistance they had already experienced, and appalled by the destruction wrought by the cannon, turned and fled along the shore, followed by the shots of the defenders, and by two more rounds of grape, which the sailors poured into them before they could reach their boats.

similar success had attended the defenders of the other flank of the position, and all hands now aided in swinging round the guns, which had done such good service, to enable them to bear their share in the fight with the ships. in the middle of the fight, the party had heard a great cheer from those working the seaward guns, and they now saw its cause. the brig had disappeared below the water, and the sailors were now engaged in a contest with the ship.

the pirates fought their guns well, but they were altogether over matched by the twenty guns playing upon them from a commanding position. already the dhows were hoisting their sails, and one of the cables of the ship suddenly disappeared in the water, while a number of men sprang upon the ratlines.

"fire at the masts," captain thompson shouted. "cripple her if you can. let all with muskets and rifles try to keep men out of the rigging."

the ship was anchored within three hundred yards of the shore, and although the distance was too great for anything like accurate fire, several of the men dropped as they ran up the shroud. the sailors worked their guns with redoubled vigour, and a great shout arose as the mainmast, wounded in several places, fell over the side.

"sweep her decks with grape," the captain shouted, "and she's ours.

"mr. james, take all the men that can be spared from the guns, man the boats, and make a dash for the ship at once. i see the men are leaving her. they're crowding over the side into their boats. most likely they'll set fire to her. set all your strength putting it out. we will attend to the other boats."

it was evident, now, that the pirates were deserting the ship. they had fallen into a complete trap, and instead of the easy prey on which they calculated, found themselves crushed by the fire of a heavy battery in a commanding position. captain thompson, seeing that the guns of the ship were silent, and that all resistance had ceased, now ordered the sailors to turn their guns on the dhows and sink as many as possible. these, crowded together in their efforts to escape, offered an easy mark for the gunners, whose shot tore through their sides, smashing and sinking them in all directions.

in ten minutes the last of those that floated had gained the mouth of the bay and, accompanied by the boats, crowded with the crews of the two pirate vessels, made off; followed by the shot of the thirty-two pounders, until they had turned the low promontory which formed the head of the bay. long ere this mr. james and the boats' crews had gained the vessel, and were engaged in combating the fire, which had broken out in three places.

the boats were sent back to shore, and returned with captain thompson and the rest of the sailors, and this reinforcement soon enabled them to get the mastery of the flames. the ship was found to be the dover castle, a new and very fast ship of the company's service, of which all traces had been lost since she left bombay two years before. she was now painted entirely black, and a snake had been added for her figurehead. the original name, however, still remained upon the binnacle and ship's bell. her former armament had been increased and she now carried thirty guns, of which ten were thirty-two pounders.

a subsequent search showed that her hold was stored with valuable goods; which had, by the marks upon the bales, evidently belonged to several ships; which she had, no doubt, taken and sunk after removing the pick of their cargoes. the prize was a most valuable one, and the captain felt that the board of directors would be highly delighted at the recovery of their ship, and still more by the destruction of the two bands of pirates.

the deck of the ship was thickly strewn with dead. among them was the body of a man who, by his dress, was evidently the captain. from some of the pirates who still lived, captain thompson learned that the brig was the original pirate, that she had captured the dover castle, that from her and subsequent prizes they had obtained sufficient hands to man both ships, all who refused to join being compelled to walk the plank. these were the only two pirate ships in those seas, so far as the men knew. their rendezvous was at a large native town on the mainland, at the mouth of a river three days' sail distant.

the news of the indiaman being laid up, refitting at the island, was brought by the native craft they had seen on the day after their arrival; and upon its being known, the natives had insisted in joining in the attack. the pirate captain, whose interest it was to keep well with them, could not refuse to allow them to join, although he would gladly have dispensed with their aid, believing his own force to be far more than sufficient to capture the vessel, which he supposed to be lying an easy prize at his hands.

another ten days were spent in getting the cargo and guns on board the lizzie anderson, and in fitting out both ships for sea. then, mr. james and a portion of the crew being placed on board the prize, they sailed together for india. the dover castle proved to be much the faster sailer, but captain thompson ordered her to reduce sail, and to keep about a mile in his wake, as she could at any time close up when necessary; and the two, together, would be able to oppose a determined front, even to a french frigate, should they meet with one on their way.

the voyage passed without incident save that, when rounding the southern point of ceylon, a sudden squall from the land struck them. the vessel heeled over suddenly, and a young soldier, who was sitting on the bulwarks to leeward, was jerked backwards and fell into the water.

charlie marryat was on the quarterdeck, leaning against the rail, watching a shoal of flying fish passing at a short distance. in the noise and confusion, caused by the sudden squall, the creaking of cordage, the flapping of sails, and the shouts of the officer to let go the sheets, the fall of the soldier was unnoticed; and charlie was startled by perceiving, in the water below him, the figure of a struggling man.

he saw, at once, that he was unable to swim. without an instant's hesitation charlie threw off his coat, and kicked off his shoes, and with a loud shout of "man overboard!" sprang from the taffrail and, with a few vigorous strokes, was alongside the drowning man. he seized him by the collar, and held him at a distance.

"now," he said, "don't struggle, else i'll let you go. keep quiet, and i can hold you up till we're picked up."

in spite of the injunction, the man strove to grasp him; but charlie at once let go his hold, and swam a pace back as the man sunk. when he came up he seized him again, and again shouted:

"keep quite quiet, else i'll leave go."

this time the soldier obeyed him and, turning him on his back, and keeping his face above water, charlie looked around at the vessel he had left.

the indiaman was still in confusion. the squall had been sudden and strong. the sheets had been let go, the canvas was flapping in the wind, and the hands were aloft reducing sail. she was already some distance away from him. the sky was bright and clear, and charlie, who was surprised at seeing no attempt to lower a boat, saw a signal run up to the masthead.

looking the other way, he saw at once why no boat had been lowered. the dover castle was but a quarter of a mile astern. carrying less sail than her consort, she had been better prepared for the squall, and was running down upon him at a great rate.

a moment later a boat was swung out on davits, and several men climbed into it. the vessel kept on her course, until scarcely more than her own length away. then she suddenly rounded up into the wind, and the boat was let fall, and rowed rapidly towards him.

all this time, charlie had made no effort beyond what was necessary to keep his own head, and his companion's face, above the water. he now lifted the soldier's head up, and shouted to him that aid was at hand. in another minute they were dragged into the boat. this was soon alongside the ship, and three minutes later the dover castle was pursuing her course, in the track of the lizzie anderson, having signalled that the pair had been rescued.

charlie found that the soldier was an irish lad, of some nineteen years old. his name, he said, was tim kelly, and as soon as he had recovered himself sufficiently to speak, he was profuse in his professions of gratitude to his preserver. tim, like the majority of the recruits in the company's service, had been enlisted while in a state of drunkenness; had been hurried on board a guard ship, where, when he recovered, he found a number of other unfortunates like himself. he had not been permitted to communicate with his friends on shore, but had been kept in close confinement, until he had been put in uniform and conveyed on board the lizzie anderson, half an hour before she sailed.

the company's service was not a popular one. there was no fighting in india, and neither honor, glory, nor promotion to be won. the climate was unsuited to europeans, and few, indeed, of those who sailed from england as soldiers in the company's service ever returned. the company, then, were driven to all sorts of straits to keep up even the small force which they then maintained in india, and their recruiting agents were, by no means, particular as to the means they employed to make up the tale of recruits.

the vessels did not again communicate until they came to anchor in madras roads, as the wind was fair and captain thompson anxious to arrive at his destination. during these few days, tim kelly had followed charlie about like a shadow. having no duties to perform on board, he asked leave to act as charlie's servant; and charlie was touched by the efforts which the grateful fellow made to be of service to him.

upon their arrival they saw, to their satisfaction, that the british flag was waving over the low line of earthworks, which constitute the british fort. not far from this, near the water's edge, stood the white houses and stores of the company's factors; and behind these, again, were the low hovels of the black town. the prospect was not an inviting one, and charlie wondered how on earth a landing was to be effected, through the tremendous surf which broke upon the shore.

he soon found that, until the wind went down and the surf moderated somewhat, no communication could be effected. the next morning, however, the wind lulled, and a crowd of curious native boats were seen putting off from the shore.

charlie had, after the vessel anchored, rejoined his ship with tim kelly, and he now bade goodbye to all on board; for only the doctor, two civilians, and the troops were destined for madras; all the rest going on in the ship to calcutta, after she had discharged that portion of her cargo intended for madras. charlie had, during the last twelve hours, been made a great deal of, on account of the gallantry he had displayed in risking his life for that of the soldier. peters and one of the other young writers were also to land; and, taking his seat with these in a native boat, paddled by twelve canoe men, he started for the shore.

as they approached the line of surf, charlie fairly held his breath; for it seemed impossible that the boat could live through it. the boatmen, however, ceased rowing outside the line of broken water, and lay on their paddles for three or four minutes.

at last a wave, larger than any of its predecessors, was seen approaching. as it passed under them, the steersman gave a shout. in an instant the rowers struck their paddles into the water, and the boat dashed along, with the speed of a racehorse, on the crest of the wave. there was a crash. for a moment the boat seemed, to the lads, engulfed in white foam; and then she ran high up upon the beach. the rowers seized the boys and, leaping out, carried them beyond the reach of the water, before the next wave broke upon them; and then triumphantly demanded a present, for their skilful management. this the lads were glad to give, for they considered that their escape had been something miraculous.

for a while they stood on the shore, watching other boats, with the soldiers and baggage, coming ashore; and then, being accosted by a gentleman in the employment of the company, followed him to the residence of the chief factor. here they were told that rooms would be given them, in one of the houses erected by the company for the use of its employees; that they would mess with the other clerks residing in the same house; and that, at nine o'clock in the morning, they would report themselves as ready for work.

charlie and his friends amused themselves by sauntering about in the native town, greatly surprised by the sights and scenes which met their eyes; for in those days very little was known of india, in england. they were, however, greatly disappointed. visions of oriental splendour, of palaces and temples, of superbly dressed chiefs with bands of gorgeous retainers, had floated before their mind's eye. instead of this they saw squalid huts, men dressed merely with a rag of cotton around them, everywhere signs of squalor and poverty.

madras, however, they were told that evening, was not to be taken as a sample of india. it was a mere collection of huts, which had sprung up round the english factories. but when they went to a real indian city, they would see a very different state of things.