two daughters were there. In a corner of the box sat two lads who were talking earnestly in guarded tones. They were Tom Thornton and Andy Emery.

Thornton and Emery had been entertaining Fred Flemming's sisters, but now, for the moment, they had drawn aside and were earnestly discussing some point that seemed to interest them greatly.

"It must be that the matter is settled, and Yates has been substituted for the one who is missing," said Thornton; "but it seems rather astonishing that Flem should be so sure Merriwell would not appear."

"But he did seem sure," nodded Emery. "He told me over and over that Merriwell would not be here to run."

"And you must know enough of Frank Merriwell to be sure he would be here if he could get here, even if he had to crawl on his knees."

"That's right."

"Then what has happened to Merriwell?"

"You tell!"

"I can't. I know Flemming would go to any extreme to carry out his desires. In fact, he is altogether too reckless and headstrong. I knew he did

not mean it when he told Merriwell he was ready to bury the hatchet, and I have felt that he was not talking to hear his own voice when he told us Merriwell would not be on hand to race to-night."