Poor Billy was in despair over his punctured suit. It is a good thing he had no mirror to see how like a broken toy balloon he looked, or he would have felt even worse. He tried pumping it up with his hot air pump, but it was no use—sizz-z, the air came right out of the hole. "If I had just thought to bring some bicycle tyre tape," he said, examining the puncture carefully, "or if I had some gum."

When he said this Barker ran up to him, and laying his head in his lap, looked up at him knowingly. "What is it, old doggie—do you feel sorry too? I'm sure I don't know what is to become of us; we shall have to walk now. Of course we still have the Singing Tree. That's so, the tree—do you suppose you could bark up any other kind of tree? A gum tree—but how?" Barker nodded his head and wagged his tail, as much as to say, "Of course I can; just try me."

"I have it!" cried Billy, and tearing in two pieces the pocket-handkerchief that Gehsundheit had given him, he carefully wrapped and tied one half of it over Barker's lower set of teeth, and the other half over his upper set. It was a tedious operation, but finally Barker stood before him with his teeth all hidden and nothing but his gums exposed. Barker didn't mind, indeed he seemed to know just what Billy was about, and capered and danced with glee.

"Now we will see what a gum bark will grow into," said Billy, quickly digging a hole. Over to it ran Barker and stood holding his nose down—pinch. "Wow—wow," went the dog, a muffled bark, for all the world like a toothless old man trying to talk. In a jiffy the dirt was shoveled in and up sprang—a gum tree. Yes, there instead of the Singing Tree stood a gum tree, its branches laden with "Yucatan," and "Pepsin," and "Tutti Frutti."

"Hurrah!" cried Billy, shaking down package after package of gum. And popping a great piece into his mouth he chewed away for dear life. Quickly he spread the soft, sticky mass over a piece of cloth snipped from the lining of his jacket and pressed the whole thing over the puncture. It stuck as close and as tight as wall-paper, and Billy knew that he was indeed repaired.

"Chug-ff—chug-ff—chug-ff—squee-ee!" went the hot air pump, and there stood Billy as round and fat as ever with never a leak in his suit.

"Thank you, Barker, old boy," said Billy, patting Barker's head and taking the handkerchief out of his mouth.

"And now we must be off." So saying he tucked the Dog under his arm and jumped up and away.

Far, far away they sailed. The gum seemed to have given the suit new life—and why shouldn't magic gum improve a magic suit? It seemed to Billy that this jump was by far the longest he had ever taken.

Indeed, he felt so very happy that he commenced to sing, "Over the Hills and Far Away"—but alas! for Billy this was a fatal step. He had hardly gotten any further in his song than "far away," when he saw flying to meet him several shaggy bears.

"I suppose I'm in for it now," he said to himself; "they look fierce enough to be some more of Nickel Plate's friends. I wonder if I shall ever get to Bogie Man's house, anyway."

"Gr-r-f gr-r-r!" growled the foremost bear when they got in speaking distance. "Gr-r-r-r gr-r-r-rf!" growled the other bears.

But true to his habit, Billy put on a bold front, and smiling politely said, "Good afternoon."

"Afternoon," said the first bear gruffly. And then all the bears surrounded Billy and flew along by his side.

Billy was really very much disturbed by this, but turning to the largest bear, he said:

"I see that you were bound in the opposite direction to me—and though I appreciate your company I wouldn't detain you for the world."

"Mind your own business!" growled the bear.

"I'm trying to," said Billy. "Excuse me, I've seen many dancing bears, but I've never until now laid my eyes on flying ones."

"We're Bugbears, if that's what you want to know," said the bear in a surly voice.

"Thank you," said Billy, smiling in hopes that by being very, very polite and pleasant himself he could improve their temper.

"Save your thanks, they are not wanted."

"My goodness, you're as cross as——"

"A bear," interrupted the Big Bear, "exactly, and I'm proud of it. What's the good of being polite—tell the truth, I say, no matter whom it hurts."

"I'm sure that the truth is always best," said Billy.

"It's not," said the bear; "never tell it if it doesn't hurt. Under those circumstances, I say, tell a bear faced lie."

"You haven't a very sweet disposition, have you?"

"No, thank goodness, I haven't—what would a Bug Bear do with a sweet disposition unless he could eat it?"

"I don't know," said Billy.

"Of course you don't—nobody ever said you did—boys don't know anything."

"Here we are," cried the Little Bug Bear. And sure enough, they were standing in the strangest of strange looking towns. Every house and every building was covered with an enormous derby hat, while the windows and doors were so arranged that at a little distance they looked like the eyes and nose and mouth of a face.

"Where are we?" asked Billy, looking about him in surprise.

"Derby Town—where else do you think?" said Big Bug Bear.

"I didn't know," said Billy.

"For goodness' sake, say something original," said the bear crossly. "What an idiot you are, to be sure!"

Billy ignored this remark. He had had some experience with cross people in his messenger service—people who were cross for no earthly reason but that he was a little boy—and he had always found it better to say as little as possible when they bullied him. Nevertheless it made him very, very uncomfortable, and of course the more uncomfortable he got the more blunders he made.

"Can't you stand up—you're all feet, I declare," said Big Bug Bear, when Billy stumbled over a stone in the path. With that he gave him a push that nearly sent him on his face. "Stand up, I tell you," said the bear, catching him by the arm and jerking him back so that he nearly fell on his back this time.

"Excuse me, sir—I didn't mean to," said Billy, almost ready to cry.

"Didn't mean to, didn't mean to—don't tell me that; you did it on purpose, anyone can see that with half an eye."

And with that all the Bug Bears took turns in pulling and jerking him about.

Billy was afraid to resent it, for their teeth looked very white and very sharp, and their claws looked very long, but he kept his eyes open for some means of escape. After a while, though, this exercise seemed to put them in a little better temper—just as it does lots of human bears—and they allowed Billy to walk along with only an occasional cuff or jerk.

"What are those?" Billy finally ventured to ask, pointing to a row of tree-like things along the sidewalk.

"Hat trees, silly," said one of the bears. "Can't you see the hat on the top?"

"Oh!" said Billy, "they're very funny, aren't they?"

"Not a bit funny," said Big Bug Bear, "and if you had to listen to their bands all night, you wouldn't think so either."

"What kind of bands?" asked Billy.

"Hat bands of course—they're brimful of horrid noises."

"Oh!" said Billy, and relapsed into silence.

By this time they had walked quite a distance, and though Billy had kept his eyes open for a chance to escape, one or another of the bears had hold of his arm all of the time.

"I suppose you know why we have captured you?" said Big Bug Bear, finally.

"Because you don't want me to find Bogie Man, I expect," said Billy.

"For once in your life you are correct—little credit to you, though."

"But why?"

"Why what?"

"Why don't you want me to find him?"

"He's our cousin for one thing, and for another thing, it's our business to keep people from doing anything they want to."

"And you expect to keep me from it," asked Billy.

"Indeed we do," said Big Bug Bear.

"How?"

"You'll find out soon enough. Now stop your talking."

Billy shut his lips tight and walked along with a sinking heart.

"Isn't he a sulky brat?" said Little Bug Bear, "pouting along and not saying a word."

"But you told me to stop talking," said Billy.

"Don't be impertinent," said Big Bug Bear, shaking him. "If you can't speak politely to your elders you needn't speak at all."

My, my, how Billy did hate the Bug Bears for that! Pinching and beating, anything he had been through could not have hurt him worse than this treatment. The Bug Bears seemed to know it, for they bullied him back and forth, and forth and back until he thought he would go crazy.

"Here we are at last," said Big Bug Bear, stopping in front of a prison-like Derby House.

"Yes, and if this boy hadn't lagged so on the way, we'd have been here an hour ago," said another Bug Bear crossly. "Get in with you." And giving Billy a push through the door, he and the rest followed close after.

Indoors they were greeted by another Bug Bear. Greeted is hardly the word, because that seems to mean some kind of a smile or a pleasant hand shake. As it was, the Bug Bear got up sulkily from a corner where he had been lying and grunted by way of "how do you do."

"We've got Billy Bounce," said Big Bug Bear.

"Huh! at last—it took you long enough, goodness knows," said the first speaker surlily.

"We didn't come here to talk," said Big Bug Bear angrily. "Get to work."

"What are you going to do to me—kill me?" asked Billy.

"No—not if you do what you're told," said Little Bug Bear.

"Worse than that," said Big Bug Bear.

"We're going to operate on your eyes," said the owner of the place.

"Blind me?" cried Billy. "Oh! don't blind me."

"Wait and see," growled Big Bug Bear.

"Oh! but I'd rather you killed me than put my eyes out—how could I see to get around?"

"You'll be able to see to get around," said Little Bug Bear, "but you won't be able to see Bogie Man."

"But I must—I have a message for him. Oh! good Mr. Bug Bear, oh! kind Mr. Bug Bear, don't do that."

"Tell him what it is, Photographer, and stop his noise," said Big Bug Bear, giving Billy a shake, "and listen quietly, Billy Bounce, or I'll give you a beating."

"I'm going to take a picture," said the Photographer Bug Bear.

"My picture?" asked Billy relieved.

"Your picture—your picture," growled the Photographer, "do you think I have nothing better to do than take ugly fat boys' pictures—huh!"

"Then whose?"

"Big Bug Bear's, of course."

Billy looked around the room for a camera, but could see nothing but bare walls. Not even a photograph was to be seen, much less the large glass cases of brides and grooms and military men and little boys and girls with sand buckets and shovels in their hands.

"Have you a camera?" asked he.

"You're the camera; what else did you think?" grunted the Photographer.

"I am," exclaimed Billy in surprise.

"I said you, yes. Now stand up, will you—there," and the Photographer stood him up in front of him, holding in his hand a great big round black cap, such as photographers put over the lens of a camera.

"Sit down, Big Bug Bear, in that chair in front of Billy Bounce, please. So—that's it, head a little higher, look at the camera—that's it," and the Photographer threw a black cloth over Billy's head and turned it here and there, just as if he were focusing a camera.

"But what is it for?" asked Billy.

Little Bug Bear spoke up. Indeed, he seemed to be the kindest one of all of them, perhaps because he was the youngest.

"Were going to photograph Big Bug Bear on your eyes so hereafter you'll never be able to see anything without a Bug Bear in it. And as Bug Bears keep people from succeeding in everything they attempt, you will never succeed in finding Bogie Man. There now you have it, and I hope you will stay quiet."

"Oh! but that will be terrible," said Billy.

"Of course it will, but we don't care; be still," growled the Photographer.

"Big Bug Bear, move your right hand a little more to the left, please—that's better—now look unpleasant—good." At this Big Bug Bear opened his mouth very wide and showed his teeth—when plump, one of his teeth, which must have been very loose, fell out of his mouth and squashed on the floor.

"Why," exclaimed Billy, "his teeth are dough." Then turning to the Photographer he looked in his mouth, "and yours"—then looking at the others, "and yours—and yours—all of you." Then reaching out suddenly he caught hold of the Photographer's paw—"and your claws are rubber—hurrah!! hurrah!! I don't fear you now."

The Bug Bears were all so startled that they did not make a move and before they knew it Billy had pulled out his air-pump and was beating them all about the head—all but Little Bug Bear, who scuttled out of the door at the first move Billy made.

"Oh! oh! oh! ouch! ouch! ouch!" cried the Bug Bears, running about and trying to get to the door, "let us go—let us go." And in a minute Billy was all alone.

"So that's all Bug Bears amount to," he said; "they will never frighten me again."

And walking leisurely out of the door he jumped up and away from Derby Town and the Bug Bears forever.