unusually grim that afternoon and so many changes were made in the line-up of the 'varsity that Assistant Manager Morton's brain reeled as he tried to keep track of the players. It was suspected that the head coach was far from satisfied with the first-string backs and it was predicted on the stand that afternoon that before the season was much older there would be considerable of a shake-up in their ranks. Freer was looked on as having a good chance to displace Kendall, and St. Clair, who although he had been playing but one year was developing rapidly into a clever half, had many partisans who considered him the equal of the veteran Still. On Saturday "Boots" put the second through an hour's scrimmage and consequently the Varsity game with Morgan's School was nearly half over when Clint and the others pulled on sweaters and blankets and hustled across to the nearby gridiron and settled to watch. Morgan's presented a very husky lot of chaps, long-legged, narrow-hipped fellows who appeared to be trained to the minute. "They look," confided Clint to Don Gilbert, "as if they were all the same height and size and style. They must buy 'em by the dozen." Gilbert chuckled. "'Buy them' is good," he said. "They say half of them don't pay a cent of tuition. Same way with their baseball fellows. I know a chap who goes to Prentiss Hall, and Prentiss and Morgan's are rivals, you know. He says half the fellows who play football and baseball and things at Morgan's don't have to pay a cent." "Maybe he's prejudiced," laughed Clint. "You hear a lot of that sort of stuff, Gilbert, and it's always about the other fellow!" "Well, that's what Dave Larned says, anyway. Say, they _are_ fast though, aren't they!" ejaculated Gilbert. They certainly were, as Brimfield was discovering to her cost. With the second quarter almost over and no score by either side, the orange-and-blue-stockinged visitors were behaving very much as if they meant to put a touchdown over. Morgan's had secured the ball by fair catch on her own thirty-eight yards after a poor attempt at a punt by Harris, and now she was turning Brimfield's right flank nicely. Trow, tackle on that side, was boxed twice in succession; Roberts, right end, was bowled over and two rushes gained first down on the twenty-five-yard line. Coach Robey sped Holt in for Roberts and Holt managed to upset the next play for a yard gain. Then Morgan's swung her attack against left guard and Churchill was caught napping and the whole backfield swept over him for four yards. A fake-kick, with the ball going to a rangey Morgan's full-back, proved good for the rest of the distance; Edwards missing a tackle that would have spoiled the attempt far back of the line. The only thing that saved Brimfield from being scored on then and there was the decision of the Orange-and-Blue's quarter-back to pass up a field-goal in favour of a touchdown. From the thirteen yards a goal-from-field was more than a possibility, but the quarter was