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placing the seats in seemingly endless tiers.

Meanwhile, as the big top rapidly approached completion, other small tents were springing into place everywhere. Side-show wagons were taking their positions. Already the cries of venders had begun on the outskirts of the grounds. Soon the cracking of! whips and the cries of the side-show men would be heard everywhere.

"It makes me dizzy," said Beany. "I never saw things go up like this, Gee, wouldn't it be fine to live with the circus and see all this every day?"

Freckles was thinking the same thing, but he said nothing.

The three boys hung about the circus grounds, munching peanuts and watching this wonderful life until the parade made up. If they had been amazed at the way in which this tented town had sprung up before their very eyes, they were equally astonished to see the circus wagons trans-