BY

MICHAEL BUCKLEY
The Sisters Grimm
Book One: The Fairy-Tale
Detectives
Book Two: The Unusual
Suspects
Book Three: The Problem
Child
Book Four: Once Upon a
Crime
Book Five: Magic and Other
Misdemeanors
Book Six: Tales from the
Hood
Book Seven: The Everafter
War
Book Eight: The Inside Story
Book Nine: The Council of
Mirrors
A Very Grimm Guide
NERDS
Book One: National
 Espionage, Rescue, and
Defense Society
Book Two: M Is for Mama’s
Boy
Book Three: The
Cheerleaders of Doom
Book Four: The Villain Virus
Book Five: Attack of the
BULLIES
PUBLISHER’S NOTE: This is
a work of fiction. Names,
characters, places, and
incidents are either the
product of the author’s
imagination or are used
fictitiously, and any
resemblance to actual
persons, living or dead,
business establishments,
events, or locales is entirely
coincidental.
Cataloging-in-Publication
Data has been applied for and
may be obtained
from the Library of Congress.

ISBN: 978-1-4197-0415-4

Text copyright © 2012

Michael Buckley
Illustrations copyright ©
2012 Ethen Beavers
Book design by Chad W.
Beckerman
Published in 2012 by
Amulet Books, an imprint of
ABRAMS. All rights
reserved. No portion of this
book may be reproduced,
stored in a retrieval system,
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electronic, photocopying,
recording, or otherwise,
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Books and Amulet
Paperbacks are registered
trademarks of Harry N.
Abrams, Inc.
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 115 West 18th Street
New York, NY 10011
www.abramsbooks.com
For Sharon Handler,
defender of nerds
and readers
In this great big world,
there are plenty of lousy
jobs, and if you aren’t careful,
you might grow up to have
one. Without the right
encouragement and education
you could get stuck being:
 1. An alligator massage
therapist
2. A cat food taste-tester
3. A toilet bowl shiner
4. A roadkill collector
5. A screenwriter
6. The guy who scrapes
boogers off the
bottoms of movie
theater seats

Which one of these jobs is

the worst is open to debate,
but all of them are soul-
crushing nightmares. Still,
none of them are as bad as
Sherman Stoop’s job.
Sherman guarded a
humongous head.
To be clear, it wasn’t just a
humongous head. It had arms
and legs, but they were teeny-
tiny and useless. The head
had feet and hands, too, but
they were even smaller and
less useful. But if you were
pressed to describe the
bizarre creature to a friend, it
would be safe to call it a head
—a gigantic, RV-size, tiny-
limbed head.
Sherman’s bosses told him
that this head was evil and
could destroy the world, so it
was put into a drug-induced
sleep. Sherman was also told
that if the head were to ever
wake up … well, it would be
very, very bad—so Sherman
had to watch it very, very
carefully. It snored, mumbled
in its sleep, drooled, and
frequently passed gas.
Worst. Job. Ever.
Or was it? It seemed to
Sherman that there had been a
time when he loved his job.
In fact, it seemed like just
yesterday. Maybe it was
yesterday. He couldn’t be
sure. Things were foggy
lately, but somewhere in the
hazy reaches of his memory
there were hints of a time
when he thought his job was
cool. Didn’t he use to think it
was epic to be working
around spies in a secret
headquarters built beneath a
school? Hadn’t it been
thrilling to help a secret
organization save the world
on a daily basis? Wasn’t it
awe-inspiring to wear a
uniform that was covered in
fancy body armor that made
him look extremely tough?
And what about his oversize
laser gun that could burn
through metal? None of his
friends from high school had
a laser gun! And the dental
insurance! The dental
insurance ruled!
Or did it? He couldn’t be
sure. He was so angry now
and much of his frustration
had to do with his job. What
was once exciting and new
about working for the
NERDS was now tedious and
stupid. What used to make
him feel important now made
him feel disrespected. And
the spies and scientists he
once admired now seemed
like a pack of mouth-
breathing apes.
He couldn’t be sure when
his change in attitude had
occurred, but it all seemed to
begin with the flu. It hit him
all at once—dizziness, sore
throat, and a fever so hot he
felt like a marshmallow
roasting over a campfire. He
tossed and turned in bed, too
sick to even call a doctor, and
then suddenly the fever,
nausea, and aches were gone,
replaced by a newfound
clarity about the world and
his place in it. His job
guarding an evil, gigantic,
RV-size head was not a
matter of national security but
a task for a monkey, and his
employers knew it! They
were jealous and fearful of
his brilliance. They wanted to
squash his potential and steal
the glory that was rightfully
his, so they stuck him with a
thankless chore. Well, he
wouldn’t stand for it.
Sherman Stoop was destined
for greatness, and it was
about time the whole world
knew it!
 “Sherman, you don’t look
well,” Andrea said. She was a
coworker on the security
staff, and lately the two of
them had been eating lunch
together. They had a lot of
interests in common—kung
fu movies, Hungarian goulash
festivals, and kitten calendars.
Sherman had been building
up the courage to ask her out
on a date for months, and
finally he had the perfect
romantic evening—the
annual goulash cook-off was
a week away. What could be
more romantic than taste-
testing a hundred different
goulashes? He was sure to
sweep her off her feet! But
now … well, what had
happened to all those good
feelings? Instead of being
smitten by a beautiful woman
who shared his love of heavy
Eastern European cuisine, he
saw a manipulative, cruel jerk
who laughed at him behind
his back.
“I’m fine,” he seethed.
“Not that you care.”
“Sherman, what does that
mean?”
“Be gone, woman! Can’t
you see I’m thinking?” he
replied, enraged.
Andrea’s face fell. As if he
had hurt her feelings! What
an actress. She should have
been in Hollywood, making
movies. She probably didn’t
even like goulash! He turned
and walked toward the door.
“Sherman! You can’t
leave your station—”
“Watch me!” Sherman
took off his helmet and tossed
it to the floor. It bounced
around. CLANG! CLANG!
CLANG!
The noise caused everyone
in the lab to gasp, and all eyes
turned to the slumbering
head. Its horrible, stretched
face grimaced, and it snorted.
Was it waking up? What were
they supposed to do if it woke
up?
But then it licked its lips
and went back to its incessant
snoring, and the staff
breathed again.
Sherman wasn’t going to
wait around for the scientists
to scold him like a child. He
stormed through the exit
doors and nearly ran straight
into his boss, Dave Hobin.
Dave was a short, dumpy
man with a full mustache.
Several nights a month, he
and Sherman got together to
play a card game called
euchre.
“Sherman, why are you
leaving the holding cell? Are
you not feeling well?”
Sherman’s answer came in
the form of a punch to Dave’s
nose.
 “You wouldn’t listen to
my ideas, and you laughed at
me! All of you laughed at
me!”
“What ideas?” Dave cried
as he held his sore snout. “Is
this about wanting Cheese
Curls in the employee snack
machine? I told you I’d look
into it.”
For a moment the anger
faded and Sherman realized
what he had done to his
friend. He was horrified and
wanted to apologize. But
before he could, Andrea
rushed into the hall and
helped Dave to his feet.
Sherman could see the hurt
and confusion in their eyes.
“Sherman, explain
yourself!” Andrea cried.
Sherman’s tongue felt as if
it were in the grip of a boa
constrictor. He couldn’t form
an explanation, and even if he
could, his actions were just as
baffling to him as they were
to Andrea and Dave. Why
was he so angry at his
friends? Why was he so angry
at his life?
And then the fever
returned and his regret turned
to scorn. These two
simpletons should have been
apologizing to him for
masquerading as his friends.
They were no different than
the others—just trying to
keep him down.
“You are all going to
pay!” he shouted as he
stomped away. “I’ve already
begun work on a plan that
will show the world my
brilliance, and everyone will
beg for mercy when I take my
rightful place as their ruler.”
“Did you eat at the
Goulash Hut again?” Dave
shouted after him. “I told you
that place has about a
thousand health code
violations. You probably
have food poisoning. Come
on, I’ll take you to the
infirmary.”
Sherman turned one last
time. “My name is not
Sherman! From this day
forth, those who are lucky
enough to live will call me
Captain Kapow!”
“Captain who?” Andrea
asked.
But Sherman did not reply.
He stormed away, his brain
hard at work on complex
math equations and chemical
formulas. His ideas had never
been so clear, so crisp, so
brilliantly dangerous! All he
needed were the materials to
construct his inventions and
the money to buy the parts.
But that wouldn’t be a
problem. He knew exactly
where to turn for the cash. All
he had to do was find the man
in the skull mask. Sherman’s
dreams the night before had
been filled with the
mysterious stranger. Whoever
he was, Sherman was certain
the masked man would help
him take over the world.
But first he was going to
stop by the Goulash Hut. He
was starving.
 NO WAY! YOU’RE
BACK! GEEZ! I CAN’T
GET RID OF YOU.
EITHER YOU REALLY
WANT TO BE A
SECRET AGENT OR
YOU’RE JUST A
GLUTTON FOR
PUNISHMENT. YOU
ARE AWARE THAT
THIS LINE OF WORK
HAS A HIGH DEATH
RATE, CORRECT?
YOU COULD BE
KILLED IN A NUMBER
OF TERRIBLE WAYS!
PLUS, YOU HAVE TO
BUY YOUR OWN
TUXEDO!
FINE! THERE’S NO
TALKING YOU OUT
OF IT. I GUESS THAT’S
HOW IT SHOULD BE.
MEMBERS OF NERDS
ARE MENTALLY
TOUGH AND AREN’T
SWAYED BY A LITTLE
 THING LIKE
EXCRUCIATING
DEATH. STILL, DON’T
COME CRYING TO ME
IF YOU GET
YOURSELF KILLED,
’CAUSE ALL YOU’LL
GET FROM ME IS AN
“I TOLD YOU SO.”
OK, PAL! LET’S GET
STARTED. FIRST,
TELL ME YOUR CODE
NAME.
 HA! THAT CODE
NAME IS DOWNRIGHT
GOOFY. YOU SHOULD
HAVE A SUPERCOOL
CODE NAME LIKE
MINE: BEANPOLE.
THAT’S THE KIND OF
NAME THAT STRIKES
FEAR IN A VILLAIN’S
HEART. YEAH,
BEANPOLE! WHAT’S
SO FUNNY?
GRRR. ENOUGH WITH
 THE GIGGLING! I
HEARD YOU WERE
BELLYACHING
BECAUSE YOU
HAVEN’T BEEN SENT
ON ANY MISSIONS
YET. WELL, THERE’S
A PERFECTLY GOOD
REASON FOR THAT.
YOU HAVEN’T
SIGNED THE WAIVER.
WHAT’S A WAIVER?
IT’S A LEGAL
DOCUMENT THAT
 FREES OUR
ORGANIZATION OF
ANY RESPONSIBILITY
IF YOU HAPPEN TO
SUFFER A LOSS OF
LIMB OR DIE. YOU
NEED TO SIGN IT
BEFORE WE CAN GET
STARTED.
THE “I KNOW I
COULD DIE” WAIVER
I,
________________________
 AM PERFECTLY
AWARE THAT THE
LIFE OF A SPY IS ONE
WHERE I COULD BE
KILLED IN A NUMBER
OF VIOLENT AND
TOTALLY GROSS
WAYS, INCLUDING,
BUT NOT LIMITED
TO:
 A BEAR ATTACK; A
KILLER BEE ATTACK;
FALLING OUT OF A
PLANE; BEING
PUSHED OUT OF A
PLANE; FALLING
THROUGH THE
GLASS ROOF OF A
SWORD FACTORY; A
RACE CAR
ACCIDENT; A
MOTORCYCLE
ACCIDENT; A GOLF
CART ACCIDENT; AN
 ATTACK BY
MUTATED OR
HYBRID CREATURES;
BEING BEATEN TO
DEATH BY GOONS,
THUGS, TOADIES,
MINIONS, OR OTHER
LARGE-MUSCLED
CHARACTERS; A
SPEED BOAT CRASH;
DROWNING; BEING
FED TO: SHARKS,
PIRANHAS, ELECTRIC
EELS, ANY OF THE
GREAT CATS, OR ANY
OF THE LESSER CATS;
BEING LOCKED IN A
SAFE AND TOSSED
INTO THE OCEAN; A
LASER BLAST TO THE
FACE; BEING TIED TO
A ROCKET AND
LAUNCHED INTO
SPACE; BEING
VAPORIZED; BEING
DISINTEGRATED;
BEING RUN OVER BY
A TANK; BEING RUN
 OVER BY A BUS;
BEING RUN OVER BY
ANYTHING; HAVING
MY HEAD CHOPPED
OFF; BEING BLOWN
UP; AND PRETTY
MUCH ANYTHING
ELSE I CAN IMAGINE
AND QUITE A
NUMBER OF THINGS I
CAN’T.
 I AM ALSO AWARE
THAT I COULD BE
TERRIBLY INJURED
IN A HOST OF
TROUBLING
SCENARIOS THAT
WOULD CAUSE MY
OWN FAMILY TO
AVERT THEIR EYES
FROM MY HORRIBLY
DISFIGURED FACE
AND BODY,
INCLUDING, BUT NOT
LIMITED TO, BEING:
 BURNED, PUSHED
INTO A TUB OF ACID,
DRAGGED BY A
SPEEDBOAT ACROSS
A CORAL REEF, USED
AS A GUINEA PIG BY
AN EVIL SCIENTIST,
USED AS A GUINEA
PIG BY A GOOD
SCIENTIST WHO IS
FORCED BY
SOMEONE ELSE TO
PERFORM EVIL
SCIENCE, MELTED,
 PUSHED INTO A
WOOD CHIPPER,
STRAPPED TO AN
OUTRAGEOUSLY
LARGE PENDULUM
FEATURING AN
ALMOST
RIDICULOUSLY
GIGANTIC RAZOR
AND THEN SLICED IN
HALF, ATTACKED BY
VARMINTS, DUNKED
IN HONEY AND
BURIED NEAR A FIRE-
ANT COLONY, PLUS
SUBJECTED TO A
WHOLE HOST OF
REALLY GROSS
THINGS I WOULDN’T
EVEN FIND IN A
HORROR MOVIE.
 I AM ALSO AWARE
THAT IN THE LINE OF
DUTY I COULD BE SO
BADLY MAIMED
THAT I WOULD
STRIKE FEAR INTO
BABIES AND PETS OR
I COULD SUFFER
MALADIES,
INCLUDING, BUT NOT
LIMITED TO: FACE-
THIEVERY, HAVING
MY ARM EATEN BY
AN INSANE BEAVER-
CHAINSAW HYBRID,
PRETTY MUCH
ANYTHING EATING A
PART OF MY BODY,
AND HAVING MY
NOSE CUT OFF IN A
SWORD FIGHT. (I
THINK YOU GET THE
IDEA—AND I DIDN’T
EVEN INCLUDE ALL
THE NORMAL WAYS
A PERSON CAN DIE.)
BEING FULLY
 INFORMED OF ANY
POSSIBLE DAMAGES
TO LIFE AND LIMB,
BOTH REALISTIC OR
SOMETHING THAT I
COULD NEVER
IMAGINE WOULD BE
POSSIBLE BUT THEN
ONE DAY I GO TO
WORK AND—BAM!—
IT’S VERY MUCH
POSSIBLE, I RELIEVE
THE NATIONAL
ESPIONAGE, RESCUE,
 AND DEFENSE
SOCIETY OF ANY
RESPONSIBILITY AND
CLAIMS TO
DAMAGES. ’CAUSE,
LIKE … THIS IS A
DANGEROUS JOB NOT
MEANT FOR
CRYBABIES.
SO SWEARETH YE,
_________________________
 NOW THAT THE
LEGAL STUFF IS
TAKEN CARE OF,
LET’S GET STARTED.
THE BOOK YOU HAVE
IN YOUR HANDS IS A
NERDS CASE FILE.
READ IT CAREFULLY
AND DON’T SKIP
OVER ANYTHING. AT
ANY MOMENT, A
QUIZ COULD HAPPEN,
AND THEN YOU’LL
WISH AN INSANE
BEAVER-CHAINSAW
WAS ATTACKING
YOU.
Secret Agent Alexander
Brand was a man of danger,
action, and intrigue. He once
subdued a raging elephant
with nothing but a dress shoe
and an apple pie. He
incapacitated a dozen trained
jujitsu fighters while
simultaneously deactivating a
bomb. He hang-glided into a
raging forest fire to recover
the plans for a deadly laser
cannon. All this and more had
earned him the title of
America’s Greatest Secret
Agent.
But now, as he looked up
at the imposing building
before him, with its chained
doors and barred windows, he
felt nervous about his latest
mission.

Ms. Holiday, his partner

and fellow spy, stood next to
him. The two had worked
together for nearly a year.
They’d been at the center of
saving the world more than
once, and they had become
close. Lately, she had been
urging him to express his
feelings. But it didn’t feel
natural to talk about such
things. Luckily, she seemed
to be able to read his mind
even when his lips were
closed tight.
“It’s going to be OK,
Alexander,” she said, patting
him on his arm and smiling.
“We’ve had tougher
assignments than this one.
Remember Syria? Remember
when we infiltrated that street
gang in Mexico? Or the time
we were tied to a rocket and
shot into space?”
Brand nodded. Perhaps she
was right. The current
mission was no more
dangerous than any of the
others. Mustering his
courage, he hobbled up the
steps, using his cane for
support. Once at the top, he
cupped his ear to the
building’s massive door.
Inside there was a
tremendous racket. It sounded
like a battle zone or a full-
scale riot—obviously, a
bigger job than two secret
agents could handle.
“We’re going to need
backup. Call SWAT, the FBI,
CIA, Special Forces, the
Green Berets—whoever can
get here the fastest. Tell them
to bring tear gas and riot gear.
We’re probably going to need
some air support, too.”
Ms. Holiday joined him at
the top of the steps and
pushed the double doors
open. “Alexander, calm
down. It’s just middle
school.”
 The duo stepped inside
and were immediately
surrounded by chaos. Spit
wads flew through the air,
children ran in all directions,
trash spilled across the floor,
and slamming locker doors
assaulted the ears. Near the
front door was a portrait of
Thomas Knowlton, one of the
United States of America’s
first secret agents. Knowlton
was a striking man with a
thick head of hair and a
courageous face.
Unfortunately, someone had
drawn a curly mustache on
him and blacked out a few of
his teeth. Brand wondered
what kind of juvenile
delinquent would be so
disrespectful to a national
hero, and then he realized any
one of the kids in the hall
could be a suspect. They
darted about like maniacal
jackrabbits, while the
teachers staggered down the
halls, shell-shocked and
disillusioned.
“Alex, I know you don’t
like change, but we couldn’t
keep the kids at Nathan Hale
Elementary any longer. It was
time to move on. It’s part of
what happens with the
NERDS,” Ms. Holiday said.
“But I had just gotten my
office the way I like it,”
Brand said. “Now we’ve got
a new school, new teachers, a
new Playground—”
“Everything is online and
fully operational,” Ms.
Holiday said. “The new
Playground is even better
than the one before. Don’t
worry, you’re going to think
of this place as home in no
time.”
A soccer ball whizzed
through the air and,
instinctively, Brand tapped
his cane on the floor,
releasing the dagger-sharp
tip. Right before the ball
smashed him in the face, he
impaled it on the end of the
cane. A tubby kid with an
upturned nose rushed toward
him. “Hey, that’s my ball!”
Brand pulled the now-flat
ball off his cane and stuffed it
into the kid’s hand. “Try to be
more careful with this in the
future.”
The kid looked down at
his ball and frowned. Then he
walked away, just as deflated.
“Oh, our new friends are
here!” a voice cried from
down the hall.
Brand squinted into the sea
of children and spotted a little
woman barreling toward
them. She was short and
stumpy, like a smushed
Twinkie, with long hair the
color of straw and the wide-
eyed expression of a
porcelain doll. She gave
Brand a hug he did not expect
and could not escape from.
“Welcome to our nest,
new friends!” the woman
cried.
“Our nest?” Brand asked
Ms. Holiday, still trying to
squirm out of the woman’s
iron embrace.
The woman turned to
Holiday. “You must be our
new librarian. No one told me
we were getting a peacock.
What a beauty. I have no idea
how our boys are going to
concentrate with you
checking out their books!
Well, we’ve got a lot of
reluctant readers flying
around these halls, so you
have your work cut out for
you! We’ll have to do lunch
and you can tell me all about
your favorite reads! How is
Wednesday?”
 “Well, I just—”
“Wednesday it is!” the
woman cried, clapping her
hands like a happy baby. She
turned back to Brand. “And
you must be our plover.”
“Plover?”
“It’s a bird that cleans the
teeth of alligators,” Ms.
Holiday told him.
“Our Ms. Holiday is
beautiful and bright!” the
woman cried. “You are
correct. A plover cleans up
messes, swooping in to snatch
the debris and take it off to
who-knows-where. Just like
you! I like this place to be
spic-and-span, Mr. Plover.”
“It’s actually Mr. Brand.”
The woman waved a hand
in the air as if his
contradiction was a swarm of
pesky gnats. “You’ll have to
get started right away. One of
the bad birdies has played a
little prank and clogged all
the toilets on the first floor. A
couple were so backed up,
they exploded, and now
there’s water everywhere.
Naughty, naughty birdies!
You’re going to have to have
lunch with me and we can
talk about ideas to keep
things clean. I’ll pencil you in
for Thursday.”
“Um, and you are?” Brand
asked.
 The lady clapped her
hands and giggled. “Oh, I’m a
silly bird. I didn’t introduce
myself. I’m Principal Dove.
Get it? Dove! Like the bird!”
The spies stared at the
woman for a long time until
they realized she expected an
answer. “Yes, we get it,” Ms.
Holiday said.
If Ms. Dove’s smile could
have gotten bigger it would
have required surgery. She
gestured to the students. “And
all these children are my little
birdies.”
Brand glanced around the
hallway. A girl was shoving a
smaller boy’s face into the
drinking fountain, soaking his
hair and shirt, while other
kids cheered and laughed.
Two boys were tossing
balloons filled with shaving
cream at each other. A young
girl was wiping dog poo off
her shoes and onto the wall.
“I think some of these
birdies need to be in a cage.”
“Oh, you scamp!”
Principal Dove said. “They
only act like this because they
are so eager to fly, and it’s
our jobs to get them up into
the sky and let them soar! So,
can I count on you to help me
teach them to fly? Peacock?
Plover? Are you ready to join
our flock? You know, we
should all have lunch
together, too—the three of us!
I’ll pencil it in for Friday. No,
let’s commit. It’s going down
in ink.”
Just then a bell rang.
“Well, I’d better get my
chicks to their coops,” Ms.
Dove said. “We can’t stand
around chirping all day. The
two of you need to get to
work. We’re so excited to
have you here!”
 Dove walked down the
hallway, flapping her arms
like an excited hen. “Let’s fly
off to class, now, birdies,”
she called out to the students.
“Your teachers are going to
lay some eggs of learning and
you want to be there when
they hatch!”
When the hallway was
clear, the two spies stood,
stunned.
“Can’t we just flunk the
team and send them back to
the fifth grade?” Brand asked.
“Let’s take a look at the
Playground,” Ms. Holiday
said. She removed a small,
metallic orb covered in
blinking blue lights from her
handbag. It floated into the
air, spinning and clicking
with the sounds of internal
electronics. Then it spoke in a
dignified, old-fashioned
accent. Its creators had
programmed it with the
personality of one of
America’s most famous spies,
Founding Father Benjamin
Franklin.
“Good afternoon, team,” it
chirped as it hovered in front
of them. “Welcome to
Thomas Knowlton Middle
School, named after the father
of military intelligence. I
suppose the two of you are
excited to get started. If
you’ll step into Locker 41, I
can take you to the new HQ.”
“You’ve got to be kidding
me,” Agent Brand said. “We
have to take the same
entrance as the kids?”
“I’m afraid so. I’ve taken
the liberty of filing a
requisition form for a new
entrance, but until it is
approved, there is only one
way in and out,” Benjamin
said. “Locker 41.”
 Ms. Holiday opened the
locker door and peered inside.
“This won’t be so bad.” She
squeezed into the tiny
compartment and closed the
door. When Brand opened it a
moment later, she was gone.
Now it was his turn. But
he was larger than Holiday
and had an injured leg. He
cursed quietly during the
entire humiliating experience,
praying some child would not
walk out of a classroom and
see the new janitor struggling
to fit into a box half his size.
When he was completely
inside, Benjamin darted in
with him, filling the tiny
amount of space left over.
Brand closed the door,
plunging them into darkness.
“Cozy,” Benjamin chirped.
Brand grumbled. “File
another request, Benjamin.
Pronto.”
 “Will do, boss.”
The locker was suddenly
illuminated in green light, and
a computerized voice said,
“Identity scan. One moment,
please. Identity confirmed.
Director Alexander Brand.
Prepare for delivery to the
Playground.”
The floor beneath Brand
vanished, and he tumbled
down a narrow tube like some
kind of secret agent Alice in
Wonderland. He was right
side up, then sideways, then
diagonal, then upside down.
There were blasts of bright
light and frosty air, but they
were brief and he was in the
dark more often than not. He
braced himself for an ugly
crash, but then gusts of air as
powerful as those of jet
engines roared from below.
Now he was no longer falling
to his death but floating
gently down, as delicately as
a flower petal. He fluttered
through a hole at the top of a
huge glass dome and
marveled at what he saw.
The dome’s walls acted as
one enormous television
screen, airing thousands of
images from all over the
world. Desks and tables, each
covered with strange
inventions and space-age
weaponry, filled the floor of
the dome. An army of lab
coat–wearing scientists
hovered over their projects
like worker bees. Ms.
Holiday watched as Brand
floated down to join her. She
was no longer wearing the
pretty pink cardigan and gray
skirt of a librarian but rather a
formfitting black bodysuit
with boots and a belt. It was
then that Brand realized his
own janitor’s uniform was
gone, replaced with a sleek
black tuxedo complete with a
bow tie and cuff links.
When his feet touched
ground, the wind stopped.
“Well, that was different.”
“Welcome to the new
Playground, agents,”
Benjamin said, appearing
from above. “Maintenance
crews have kept the place
quite tidy as we waited for
our team to arrive in middle
school, and our scientists
have outfitted it with all the
latest technology. My recent
diagnostics have shown every
system is fully operational
and online, ready to be put to
use saving the world.”
“And the head?” Brand
didn’t care about gizmos and
gadgets. He had one worry
and it was a gigantic head—
Heathcliff Hodges.
Benjamin twittered.
“Heathcliff’s transfer to this
facility went as planned two
weeks ago. He is heavily
sedated and safely secured in
holding cell 4A. He is under
constant medical and security
surveillance to keep him from
waking up and will remain
that way until his condition
can be reversed.”
Benjamin’s assurances did
little to ease Brand’s mind.
Heathcliff was dangerous and
had been since the day Brand
met the boy, who back then
was known as Agent
Choppers because of his
enormous front teeth. He had
the unique ability to draw
attention to his teeth, and
with the help of some
hallucinogenic toothpaste,
could bring any person or
animal under his complete
control.
But being a hero in secret
was hard for the boy. Like
most nerds, he was picked on
and humiliated, and one day
he decided he wanted
revenge. He spiraled into a
power-hungry maniac, with
an endless stream of plans to
take over the world, and soon
he turned his back on the
team and started a new life as
a supervillain. Choppers
became Simon, then
Screwball, then Brainstorm—
his identity changed with
each new plan to conquer the
world, which were all foiled
by his former teammates.
During a violent
confrontation with the
NERDS, his teeth were
knocked out of his mouth,
and he became obsessed with
getting them back. What he
got instead was a million
times more dangerous—a
brain with unlimited potential
and a skull to match. His new
mental strength had proved to
be nearly impossible to stop,
and it was only by luck that
he had been captured and
sedated. Heaven help the
world if he woke up again.
“Keep me posted on his
status at all times, Benjamin.
He’s too dangerous and too
clever to underestimate—
even if he is asleep.”
“Will do, sir,” Benjamin
clicked.
“Now, where is my team?”
Brand asked. “I thought the
kids would be down here first
thing, exploring the place.”
“The children are on a
mission,” Benjamin twittered.
“A mission?” Brand cried.
“By whose authorization?”
“I have General Savage
with an incoming message,”
Benjamin said. “May I
transfer it to the dome
screen?”
Brand nodded, and in a
flash the giant, meaty head of
General Savage looked down
on the spies. There were
stories about the General’s
toughness that would have
made a professional wrestler
wet his pants. Savage was
even more intimidating as a
hologram with a noggin over
thirty feet tall.
“Hello, sir,” Brand said.
“Brand, Holiday. I trust
you are settling in at your
new headquarters.”
Just then, there was a huge
explosion, and a team of
security guards raced across
the massive room with fire
extinguishers. Smoke was
drifting from flames that
engulfed a workstation. One
of the scientists was dancing
around in a panic.
“It’s just like home, sir,”
Brand said.
Savage had one eyebrow
that spanned his forehead,
and his eyes were sunk deep
into his face. It often made
him look as if he had no eyes
at all, especially when he was
concerned about something,
as he was now. “I’m afraid
you’re going to have to work
out the kinks later, agents.
We have a situation under
way in Paris.”
Savage’s head was
replaced by the image of a
man dressed in a black trench
coat. Attached to his coat
were probably fifty ticking
alarm clocks, and he had a
smile that you didn’t need a
psychiatric degree to call
crazy.
“This joker is calling
himself Captain Kapow.”
Brand rolled his eyes. It
always seemed as if the bad
guys they encountered had
goofy names: the Savage
Scooter, Monkey in the
Middle, the Ant Queen, Mrs.
Jeopardy, Oilslick,
Commander Canine, Heat
Miser. And who could forget
Dr. Wind and his toxic fart-
making machine? (Detroit
would never be the same.)
These fools spent so much
time on their costumes and
weird names that they
neglected their master plans
—which made stopping them
a lot easier.
“But his plan is not so
funny. He’s about to blow up
half of Paris,” Savage
growled. “I went there on my
honeymoon. That would
really ruin the photo album.
So I scrambled your team,
and the lunch lady has
already delivered them to the
scene. There was no time to
wait.”
“The children are in Paris?
Right now?” Ms. Holiday
said.
 Agent Brand was stunned.
“General Savage, with all due
respect, I direct this team. I
know their strengths and
weaknesses. The children
need to be prepped and
equipped with—”
“I didn’t intend to step on
your toes, Brand, but this was
an emergency. Our intel says
that if the bombs aren’t
deactivated in the next half
hour, half of Paris will be in
ruins.”
“Understood, sir. Who’s
leading this mission?” Brand
asked.
“The hyper one. What’s
his name? The one who can
lift a car over his head.”
“Flinch is on point?”
Brand cried. He had never put
Flinch in charge of anything.
The boy was so high-strung
and jumpy. Most of the time
Brand couldn’t understand a
word the kid said. Young
Julio Escala had as much
leadership experience as a
roomful of excited puppies.
“Yes—Flinch. He and the
team have located the bombs
and are working on
dismantling them as we
speak,” the General said.
“I’m turning the mission over
to you now. I have the fullest
confidence in your team.”
The dome went black,
leaving Brand and Holiday
alone, and stunned again.
“He put the hyper one in
charge,” Brand said. “Heaven
help Paris.”
Julio “Flinch” Escala was
freaking out. Ten bombs
were planted beneath the
streets of Paris, set to go off
at any minute. The
destruction they would cause
would be cataclysmic—
hundreds of thousands of
people would die, and one of
the world’s most beautiful
cities would be rubble. It was
his job to prevent it, but at
that moment he was too busy
with his freak-out mentioned
above. He screamed and
kicked and struggled and
screamed some more. And
then he did it again.
It wasn’t supposed to
happen like this. The NERDS
had easily located Captain
Kapow’s bombs stashed in
the Paris catacombs, a series
of intertwining mazes that
made the French city’s
underground resemble Swiss
cheese. All the team had to do
was go into the tunnels, find
the bombs, and deactivate
them. Easy, right? Well, it
probably would have been if
General Savage hadn’t put
Flinch in charge.
The General must have
thought having the fastest and
strongest member of the
NERDS in charge made
sense, but Flinch was
hyperactive and he had a hard
time concentrating, especially
when he was full of sugar,
which was most of the time.
Put on the spot, Flinch had
flashed through hundreds of
plans, all competing for
center stage in his mind. It
gave him a headache trying to
untangle them. So he did
what came naturally—he
plunged into the tunnels
headfirst, all by himself, and
was promptly surrounded by
a gang of thugs. He fought
most of them with ease but
one clocked him in the back
of the noggin, and then it was
lights-out, Flinch!
And when he came to and
discovered he was tied up, the
freak-out began.
He wasn’t sure how long
he had been out, but figured it
wasn’t long. After all, the
bombs hadn’t exploded and
he was still alive—though he
had no idea how much time
was left before they sent
Paris, and himself, sky-high.
Suddenly, Flinch felt a
powerful tickle in his nose
and he let out one of the
loudest sneezes of his life.
Aside from the outrageous
noise, the sneeze had one
other peculiar feature. It
activated a tiny
communication device buried
deep inside his nose. There
was a crackle in his ear as a
com-link came to life, and
soon he could hear a familiar
voice inside his head.
“Agent Pufferfish to Agent
Flinch, can you hear me?
Please respond.”
“I’m here,” Flinch said.
“What are you doing?”
 “Having a nervous
breakdown!” he cried. “I’m
tied up in a tunnel surrounded
by bombs!”

“Flinch!” Pufferfish said.

“Stay calm. You can’t freak
out. Take some deep breaths.
Are you breathing?”
“I think so,” Flinch said.
“Good, now use your
superstrength to snap the
ropes,” Pufferfish told him.
Flinch tried and failed.
The more he pulled, the more
the ropes dug into his wrists,
which meant he had an even
bigger problem. His
hyperactivity was channeled
through a harness he wore at
all times. It gave him
superhuman strength and
speed. If he couldn’t break
the ropes, there was only one
conclusion—the harness was
malfunctioning, which meant
he was just an ordinary boy,
albeit a very hyperactive
ordinary boy.
“No can do, Pufferfish,”
he said. “My upgrades are
offline.”
He heard the sounds of
scratching and itching
through his com-link.
“What’s that noise?” he
asked.
“It’s me. I’m freaking
out,” Pufferfish said. “And
I’m allergic to freaking out.
You’ve only got fifteen
minutes before Paris goes
bye-bye.”
The two of them screamed
and shrieked—freaking out
together—until another voice
came on the line. This one
belonged to Agent Wheezer.
From the sound of the wind
breaking up her voice, Flinch
guessed she was soaring over
the City of Lights, using her
inhalers to propel her through
the sky. “This is Agent
Wheezer, your eye in the sky.
Captain Kapow is making his
way toward the river Seine,
where he has a getaway boat
waiting for him. I’ll do what I
can to slow him down, but I
could really use a hyperactive
strongman with superspeed to
help out.”
“I’m a little tied up at the
moment,” Flinch said as he
pulled at the ropes once more.
He wished he could see what
was bound around his hands.
If only it wasn’t so dark.
Wait! Hadn’t the scientists
given him something special
for just this situation? Yes,
the contact lenses! But how
did they work? If only he had
paid attention during the
briefing, but there were bear
claws in the briefing room
and they weren’t going to eat
themselves.
“Uh, Gluestick, how do
the contacts work again?” he
said.
Duncan came on the com-
link with a sigh. “I knew you
weren’t listening!”
“Bear claws!” Flinch
cried.
“The T-477 Contact Bulbs
have a nuclear core that—”
“Just tell me how they
work!”
“Geez! OK, blink your
eyes three times fast and say
‘spotlight,’” Gluestick said.
Flinch did what he was
told and suddenly his eyes lit
up like the high beams on a
Gran Torino. He immediately
wished he could go back to
not knowing where he was.
He was in a narrow tunnel
with walls lined from floor to
ceiling with bones—hundreds
and thousands of bones. Hips,
legs, feet, fingers, ribs: all
different sizes of bones
stacked on top of one another
in neat rows. Suddenly it
seemed as if the tunnel was
getting smaller and the bones
were getting closer. The
skulls were turning their
lifeless gaze on him, and their
cackling jaws unhinged to eat
his soul.
“MUERTO!” he cried.
“Here comes the freak-out
again,” another voice said.
This one belonged to Agent
Braceface. “I don’t know why
Savage didn’t just send me.
My braces could have gotten
this done fifteen minutes ago
and we’d have time to see the
Eiffel Tower.”
“Flinch, you must calm
down,” Pufferfish said.
“There’s nothing to be afraid
of. This was all explained in
the briefing. You’re in the
Parisian catacombs, also
known as the City of the
Dead.”
“City of the Dead!!”
Flinch cried.
“Shut up and listen! It’s a
big underground cemetery.
Nearly six million people
were moved there in the late
eighteenth century from a
place called the Cemetery of
the Innocents. The original
tunnels were carved out by
limestone miners and are
centuries old—”
“Less history lesson and
more rescuing me from the
skeleton people!” Flinch
shouted, pulling fruitlessly at
his bindings.
“The tunnels are why we
have to stop the bombs from
exploding. If they go off,
every house, business, car,
and person above them will
collapse into the earth.”
“I didn’t know that!” he
said.
“IT WAS IN THE
BRIEFING!” his teammates
shouted through the com-link.
Duncan’s voice returned.
“All right, buddy, take a deep
breath and calm down. Try to
relax and stay positive. What
is it that your grandma always
says?”
“De que tocan a llover, no
hay más que abrir el
paraguas,” Flinch said.
“What does that mean?”
Wheezer asked.
“If it’s raining, all you
have to do is open your
umbrella.”
“So what are we going to
do?” Pufferfish said.
“We’re going to find his
umbrella,” Gluestick
responded. “Now, feel around
for something to loosen the
ropes.”
Flinch reached out until
something sharp jabbed his
wrists. Was it a knife? What
did a skeleton need a knife
for? Were the skeletons not
satisfied with scaring him to
death, and now they wanted
to stab him? He pushed the
thought out of his mind and
focused on his situation. He
had learned in his secret agent
training that anything could
be a tool—even a pointy
thing in a stack of dead
people. So he fought the urge
to pee his pants and rubbed
the ropes against its sharp
edge.
“Maybe I need to go in
after him,” Braceface said.
“I’ll just morph my braces
into a motorcycle and zip
down there. If we don’t act
fast this place is going to be
French toast.”
“They don’t eat French
toast in France,” Pufferfish
grumbled.
Flinch continued tearing at
his bindings. Soon he heard a
snap and his hands were free.
Against his better judgment
he turned to see what the
sharp object was. It was a
skull with a jaw full of
broken teeth. He had put his
hands into its mouth!!!
Ugh!!! He danced around,
trying to shake the creepy
feeling.
“Now, for the harness,” he
said when he got himself
under control. He eyed it
closely, searching for
damage. As one of the most
hyperactive kids in the world,
Flinch was doomed to a life
full of the jitters until he
received his upgrades. Tiny
robots called nanobytes
turned the sugar that he
consumed into raw power,
then channeled it into the
harness, which focused it and
allowed him to dial it up or
down at will. Without it, he
was just a kid who ate too
many cupcakes and rambled
when he spoke. But how had
the thugs known to disable it?
One of the harness’s
power cords had been yanked
out. Flinch reinserted it, and
the chest plate glowed to life
with a familiar blue light.
Immediately, he felt the
energy coursing through him.
“Problemo numero dos
has been solved. How much
time do I have?”
“Nine minutes,” Pufferfish
said.
“I need someone to guide
me through these tunnels.
Can we scan them for the
bombs?”
“Already done,” Pufferfish
said. “Each bomb is
producing a low-grade
electronic signal, which I can
detect because there is very
little power down there. But
they’re spread out, and worse,
these tunnels are hundreds of
years old and some have
collapsed, so be careful. The
first one is only a few yards
ahead of you.”
Flinch blasted forward,
fueled by the harness. He left
a trail of dust and bone
behind him.
“Make a left at the fork
ahead,” Pufferfish said.
“Radiation signatures tell me
the explosive device is just
beyond.”
Flinch did as he was told,
tearing through the tunnels.
He rounded a bend in the
path, noticing stones
inscribed with strange dates
and numbers. One read
OSSEMENTS DU CIMETIÈRE
DES INNOCENTS DÉPOSÉS EN
AVRIL 1786.
“What’s with the markers
down here?” he asked.
Pufferfish cleared her
throat. “They’re sort of on-
site lists of when people were
taken from the original
cemetery and brought to the
catacombs. They’re not
important to the mission.”
“I’m trying to keep my
mind off all the dead people,”
Flinch said.
“The bombs aren’t enough
distraction?” Wheezer asked.
“There!” Pufferfish cried.
Flinch came to a
screeching stop. The first
explosive was crammed into
a dark corner of the tunnel. It
was about the size of a small
paperback book, with a timer
on the front and several
glowing lights. “Got the first
one!”
“Describe what you see,”
Pufferfish said.
“It’s small and metal and
there’s a clasp on the side.
Hold on, I’ll open it. OK,
there are two long tubes filled
with liquids. One looks like
cream filling and the other
like fruit punch. At the ends
of the tubes are needles, like
in a doctor’s office, and they
are inserted into two small
bricks of white clay that look
like saltwater taffy. And it’s
all hooked up to a black box
—the timer.”
“Plastic explosives,”
Wheezer said.
“Only worse,” Gluestick
said.
“Huh? Why is it worse?”
Flinch asked.
“Don’t panic,” Gluestick
said.
“Don’t tell me not to
panic! Now I’m panicking!”
“It’s a hybrid bomb. The
plastic explosive is probably
enough to knock the ceiling
down, but the explosion isn’t
enough for the whole tunnel,
so Kapow added a chemical
element. I can’t know for sure
what is in the tubes without
doing tests, but I suspect it’s a
form of acid. The bomb
knocks out the tunnel and the
chemicals eat the limestone
from below. It spreads and
disintegrates everything it
touches until there’s a
gigantic hole that can’t be
filled in or built upon. Not
only is this lunatic trying to
cave Paris in on itself, he’s
making sure no one can fix
the damage.”
“And how do I stop it?”
“Just a second. I’m
accessing the information
now,” Pufferfish said. “OK
… remove the cover of the
black box, and inside there
should be some wires.”
Flinch reached down and
delicately removed the cover,
but he didn’t see just a few
wires, as he had expected.
Instead, he saw dozens …
scores … hundreds. The guts
of the timer looked like
multicolored spaghetti
spilling out all over the place.
“Find the green wire,”
Pufferfish said.
The green wire? There
were a hundred green wires!
The more he dug, the more he
found. There was no way he
was going to be able to do
such delicate work.
“OK, Plan B!” Flinch said,
shoving the bomb into his
pocket. “Where’s the next
one?”
 “Flinch—”
“Andale!” Flinch cried.
“We don’t have time!”
“Fine! Keep moving down
the tunnel, then make a left at
the curve ahead and go up to
the next level. Wow! Some of
these tunnels run parallel to
one another. It’s like an ant
farm down there. Anyway,
the next explosive is in an
alcove,” Pufferfish said.
“This is going to take
forever! What if I just knock
down the wall?”
“Well, I—” Flinch slugged
the wall and the limestone
collapsed, opening a passage
to another tunnel. There he
found the second bomb.
Finally, one of his decisions
had worked. “We’re on a roll
now. Where’s the next one?”


Pufferfish led the boy

through the catacombs. One
by one he smashed through
the ancient limestone walls
and found Kapow’s bombs.
He tucked each new device
into his pants and hoped that
he wouldn’t accidentally set
off the chemicals inside.
“How many left?” Flinch
asked.
“One,” Pufferfish said.
“It’s in a section of the
tunnels called the Port Mahon
Quarry.”
Following her instructions,
Flinch smashed his way to the
last of the explosives. What
was it the teachers said in
math class? “The shortest
distance from point A to point
B is a straight line”? They
were right. It was even
shorter when you had a
superpunch.
 Finally, he found himself
standing before an iron gate
with a concrete wall on the
other side.
“OK, I’m here,” Flinch
said. “Looks like they don’t
want anyone to go past this
point.”
“Records show the city
closed up this tunnel because
the ceiling was collapsing. A
few workers died here about a
decade ago.”
 “How did he get a bomb
back there?” Flinch asked.
“There are other ways into
the quarry,” Pufferfish
explained. “This is the most
direct. How are you doing?”
Flinch looked down at the
light on his harness.
Knocking down walls and
running at over seventy miles
an hour had used up a lot of
fuel. He turned the knob on
his harness to the highest
level and then pulled with all
his strength at the iron gate. It
came away in his hands. Now
he just had to punch through
the concrete.
He gave it two wallops.
There was a huge orchestra of
rumbling, a thick cloud of
dust, and a blast of cold air.
When the dust settled, he
could see the last bomb
waiting on the other side. He
scooped it up and shoved it
into his pocket with the
others, then turned to make a
dash for the exit. But he
wasn’t feeling all that fast.
The powerful punches had
sapped almost all of his
strength.
“I hope there’s an exit
nearby because I’m on
empty,” Flinch said.
“It’s just off to the left,”
Pufferfish told him.
Suddenly, everything went
black.
“What happened to my
contacts?!” Flinch cried. He
blinked furiously but nothing
happened. He still couldn’t
see anything.
“The battery must have
died,” Gluestick explained.
“They last only a few
minutes. Don’t you remember
the—”
“Yes, I KNOW! The
briefing!” Flinch growled.
“I’m in the dark. I’m out of
power. I’ve got ten bombs
shoved in my pants, and I’m
surrounded by skeletons. This
is the worst mission ever!”
Desperate, he reached out
for the wall and felt the cold,
ancient bones on his
fingertips. Fighting the urge
to gag, he started walking as
quickly as possible,
stumbling occasionally on
something—what, he dared
not imagine. But after a while
he saw a shaft of light shining
down on a spiral staircase.
With what was left of his
power, he raced up the steps
and darted out onto the streets
of Paris. Gluestick and
Braceface were waiting for
him at the exit.
“I have to get rid of these
bombs!” Flinch said, gasping
for breath. “Do you have any
sweets?”
 The boys fumbled in their
pockets, searching for a stick
of gum or a forgotten piece of
taffy, but there wasn’t any.
Even the emergency lollipop
Flinch kept in his shoe was
gone. He cursed himself for
his late-night snacking.
“I have to use the
emergency stash,” Flinch
said.
He pushed a button on his
chest plate, which activated a
panel that slid away,
revealing a glass plate and a
tiny red hammer. On the plate
was written the warning
BREAK IN CASE OF
EMERGENCY. EAT ONLY IN
DESPERATE SITUATIONS. He
shattered the glass, reached
into the tiny compartment,
and pulled out a candy bar. It
was called the Heart Attack
Bar—a nine-thousand-calorie
concoction of nougat,
coconut, chocolate, caramel,
and almonds, with a filling of
high-fructose syrup. It was a
candy bar on steroids shot out
of a cannon at a mountain of
firecrackers.
“There must be another
way!” Duncan cried. “They
tested that thing on a dozen
hamsters, and eleven of them
exploded. Literally blew up!”
“What happened to the
twelfth one?” Jackson asked.
“He stole a semitruck and
drove it through a shopping
mall,” Gluestick said.
“I saw that on the
Internet!” Braceface said.
“That was real?”
“I have no other choice,”
Flinch told them as he
unwrapped the candy. The
chocolate glistened. It was a
creamy, dreamy work of art.
He had no idea what it would
do to him, but the situation
was desperate. “Well … here
goes nothing.”
He took a bite of the candy
bar and his taste buds
exploded. The nuts and
nougat swirled around his
mouth, sticking to every
surface, causing him to drool.
Each bite assaulted his teeth
like a jackhammer. It was the
most delicious and painful
thing he had ever tasted, and
he let out a little scream that
was part joy, part horror. His
heart began to pound, and
blood raced through his body
like a tidal wave. He was
pretty sure he saw angels
telling him to “not go into the
light.”
“Grrrgggaggggabbb! I AM
MIGHTY!” he shouted as he
beat on his chest.
“Flinch! Flinch!”
Gluestick shouted over the
boy’s excited yelps. “Are you
OK?”
 Flinch wanted to respond,
but he couldn’t work his
mouth right.
“Is there any chance that
he died and his body is just so
wound up, it doesn’t know
yet?” Braceface asked.
“Flinch! If you can hear
me, we need to get the bombs
away from the city,”
Gluestick said.
Flinch shook the clouds
from his head and started to
speed down the road. He
underestimated the power at
his command, and slammed
face-first into a bus, nearly
tipping it over. “Sorry!” he
cried.
“What are you doing with
the bombs?” Pufferfish asked
through the com-link.
“NO … TIME …
GRRAAGGH!!!” Flinch said
as he ran. “NEED …
GAAARGGGH … TOSS …
RIVER … AIYYYYYYY!”
“You can’t toss them in
the river!” Gluestick said.
“The chemicals will destroy
the fish life and then flow out
into the English Channel. It
will be devastating.”
“YAAAAAGHHH?”
Flinch cried, though what he
was wondering was where he
could dump the bombs if the
river was out of the question.
Scanning the horizon, he
found his answer. In the
distance he saw a tower
soaring high above the Paris
skyline. It was made of
wrought iron girders and its
tip touched the clouds.
“TOWER?”
“Tower? You mean the
Eiffel Tower,” Gluestick said.
“YESSSSSSSSS!
WHEEZER! TOWER!
MEET!” Flinch screamed,
slipping into a string of
nonsense words because the
sugar had overwhelmed him.
He took off like a streak,
leaving his teammates
behind, and bounded down
crowded cobblestone alleys.
“BOOM! KAPOW!
EXPLOSIONS!
AAARGGGH!” he shouted to
the people in his way, but it
didn’t seem to have any
effect. They just looked at
him like he was crazy. So he
had to dart back and forth like
a spastic bumblebee, zigging
and zagging down one street
and then another, all the time
checking the horizon for the
Eiffel Tower.
He sped across the Charles
de Gaulle Bridge, scattering
terrified pigeons. The bridge
spanned the Seine, the
waterway that cut Paris in
two, and led him closer to the
tower. After dashing through
a park, he reached the tower’s
base. The place was full of
tourists, and the French police
were trying to evacuate them.
He spotted a couple of
familiar faces—Pufferfish
and Wheezer—and a strange
man wearing a mask with a
clock painted on it and an
overcoat covered in real
alarm clocks. He was in
handcuffs and yammering
about his master plan.
 “You foolish children.
Don’t you know with whom
you are dealing? I am Captain
Kapow, the mad bomber! Do
you think you can stop me?
My intellect is beyond
anything you can even
imagine.”
“Agent Brand is going to
love this,” Braceface said as
he and Gluestick arrived on a
motor scooter formed out of
Jackson’s superbraces.
“Aren’t we supposed to keep
a low profile?”
“You’re the one riding a
moped that is coming out of
your mouth,” Wheezer said.
“We’ll worry about the
fallout later,” Pufferfish said.
“Flinch, what’s your plan?”
Flinch pointed a shaky
finger toward the top of the
tower. “UP!! SKY!!!” he
said, still struggling to speak
through the sugar overload.
 “That’s crazy!” Pufferfish
cried.
“That’s Flinch,” Gluestick
said.
“You’ll never make it!”
Kapow roared, his words
broken by a series of
obnoxious high-pitched
giggles. “Your time is almost
up. I may not have gotten to
cave in the city, but by
bringing the bombs here, you
have unwittingly helped me
destroy one of the most
recognizable tourist
attractions in the world!”
“Yawn,” Matilda said, as
she intertwined her arms
around Flinch’s waist. “You
clearly have no idea who we
are. We’re the kids they send
when James Bond can’t get it
done.”
With a squeeze of her
inhalers, she and Flinch
blasted into the sky. The
tower’s graceful girders flew
by in a blur. Wheezer landed
on the highest platform,
where she and Flinch now
stood completely alone.
“Hand over the bombs,”
Wheezer said. “I can fly up
into the stratosphere and let
them go off where no one
will be hurt.”
“NO! GRAAAGGGH!”
Flinch dug into his pants and
removed the explosives.
Then, using every ounce of
power he could muster, he
hurled the bombs, one by one,
into the sky. They flew higher
and higher until he could no
longer see them. When they
exploded, there was a
massive fireball, and the
shock wave sent Wheezer and
Flinch tumbling off the
observation deck and into the
air.
Flinch saw the ground
approaching fast, but then
Wheezer’s inhaler rockets
were blasting in his ears and
he was no longer falling.
“You’ve got quite an arm
there, buddy,” Wheezer said.
“You know, if this whole
‘saving the world’ business
doesn’t work out, I hear the
Nationals are looking for a
new pitcher.”
Flinch could hardly speak.
The shock of the Heart Attack
Bar, and then the subsequent
draining of all its power, had
exhausted him. “I am
mighty,” he said with a
whimper.
“Good job, shaky,”
Pufferfish said through the
com-link. “Your first mission
in charge and you save Paris.
Pretty sweet.”
Suddenly, there was a
rumbling sound from below.
Flinch and Wheezer hovered
to get a good look. Several
avenues and streets began to
crumble and give way. A few
apartment buildings sunk into
the ground and were
swallowed whole. Cars
vanished, trees disappeared,
and even a small park was
pulled into the destruction.
The damage snaked through
five neighborhoods before it
stopped.
“I thought we got all the
bombs!” Wheezer said.
“That’s not from the
bombs,” Pufferfish groaned
as her voice came on the
com-link. “Flinch must have
knocked down too many
tunnel walls. There wasn’t
enough to hold up the streets,
and they collapsed under their
own weight.”
Flinch gaped at the
destruction and then did what
he did best. He freaked out.
The Antagonist was
irritated. When he got
irritated bad things happened.
Nasty, irrational ideas
sprouted in his mind and
spread like little angry weeds.
The weeds grew and grew,
choking anything sensible,
until his mind was a garden
of death, destruction, chaos,
and fires. He knew he should
try to calm down. But he just
hated to shop. He hated it!
And Staplertown—the
tristate area’s largest office
supply store—was not
helping. He was lost inside its
labyrinth of aisles, all stacked
nearly to the ceiling with
copy paper, shredders,
computers, packing tape, and
toner cartridges. All he
wanted was a three-ring
binder, but he had been up
and down every aisle,
searched every bin and shelf
from top to bottom, and there
wasn’t one to be found. He
would have loved to ask for
help. Actually, he would have
loved to have asked for help a
couple hours ago, but the
store didn’t seem to have any
employees. He was all alone,
among the Post-its and label
makers, struggling with the
urge to burn the building to
the ground.
Suddenly, he spotted
something moving. Down at
the farthest end of the aisle,
seemingly miles away … It
was an employee! He wore a
Staplertown vest and a
matching hat. The Antagonist
raced after him, desperate not
to lose him in the maze they
called a store, and finally
reached him—a pimple-faced
mouth breather playing a
game on his phone as he
walked through the store.
“Excuse me, but I require
a three-ring binder,” the
Antagonist said. The sound of
his voice startled him. In the
last few weeks his vocabulary
had grown dramatically, and
he’d lost the Brooklyn accent
he acquired as a kid hanging
around the waterfront. Now
when he spoke, he sounded
intelligent—almost
sophisticated—and he wasn’t
sure how the change had
happened. But then again,
he’d been going through a lot
of changes lately.
The glassy-eyed teenager
looked up from his game.
“You’re wearing a mask.”
The Antagonist sighed.
The mask was another of the
big changes. It was causing
problems. The white skull
painted on it shouted “LOOK
AT ME!” Whether he was at
a drive-thru or a greeting card
store, taking a walk in the
park, or watching the puppies
in the dog run, someone
always wanted to know about
the mask. Sometimes he
hated wearing the stupid
thing, but a little voice in his
head wouldn’t let him stop. It
demanded that he wear it,
even in the shower.
 “Yes, I’m wearing a—”
“And you have a hook for
a hand.”
“Can we get back to the
three-ring binder?”
“What is it?” the teenager
asked.
The Antagonist wanted to
crush the boy’s spine. “You
mean to tell me that you do
not know what a three-ring
binder is? It is used to hold
documents so that they can be
stored indefinitely in an
organized manner. This type
of binder is quite popular
with businesspeople,
students, teachers, and evil
geniuses.”
“We don’t have those,” the
teenager said, and turned
back to his game.
The blood boiled inside
the Antagonist and a fever
swept over him. With a
fierce, violent slash, he
impaled the teenager’s phone
with the sharp tip of his hook.
“Dude, that is so not cool.
I’m calling my manager,” the
boy said. “Belle! Belle!”
Another employee came
around the corner. She had
thick glasses and pasty skin.
Beneath her Staplertown
smock was a black sweater
and she wore dark purple eye
shadow that made her look
like a vampire in a very cheap
horror movie. She was
playing a game on her phone
as well, and seemed irritated
that she had to look up from
it.
“What’s going on,
Darryl?” she asked.
“This psychopath attacked
me!”
“Young lady, I’d like to
see your manager,” the
Antagonist said.
“I’m the manager,” the girl
replied.
The Antagonist was
dumbfounded. “You? You
manage this entire store? You
can’t be older than nineteen.”
“I’m eighteen. Now,
what’s going on?”
“My name is the
Antagonist. I am a
supervillain. I’m building an
organization that deals in
chaos and world war. Right
now, I have twenty different
operatives in ten international
cities. Each is planning a
terrible crime. I even have a
lab where I combine animals
with people to create horrible
mutant hybrids. As world
conquerors go, I am the real
deal. To keep all these
moving parts running
smoothly, I need to be
organized. I need to keep
meticulous records, including
maps, plans, blueprints, and
tax forms. So … I need a
three-ring binder.”
“They’re in the next aisle
over by the color-copy
paper,” the manager said.
“Thank you,” he said.
Then he turned to Darryl and
lifted him off the ground by
his neck with his good hand.
Darryl’s face turned red and
puffy. He tried to say
something, but it came out as
chokes and spittle. While the
clerk struggled, the
Antagonist turned his
attention back to Belle.
“Young lady, I’m going to
take your friend with me to
the next aisle. If the three-
ring binders aren’t there,
something terrible will
happen to him. So, are you
sure they are in the next
aisle?”
Belle thought for a
moment. “Actually, I’m not
sure I know what a three-ring
binder is.”
What happened next is far
too terrible to record, but
suffice it to say that Darryl
and Belle learned a valuable
lesson about work ethic and
taking pride in their jobs. Of
course, they spent the rest of
their lives in hospital beds
convalescing, but they did
realize that they had been
rude. And the happy ending
for the Antagonist was that he
found the three-ring binders
by the cash registers on his
way out of the store.
 In the parking lot, he was
loading his purchases into the
Antagocar, which was really
a Subaru Outback with a skull
painted on the hood, when a
woman came racing toward
him. She was lean and tall,
but he could not see her face
because she was wearing a
black mask with a white skull
painted on it.
“I saw what you did to
those oafs,” she said.
The Antagonist was
surprised. He hated surprises.
He snatched the woman by
the collar, but she caught his
wrist and gave it a quick turn
to free herself. He was about
to attack again but realized by
her stance that she knew a
great deal about the martial
arts. Fighting her would be
useless. And painful. “And?”
“I thought it was
awesome.”
“Yes,” the Antagonist
agreed. How strange it was
for him to receive
compliments. Even stranger
was how desperately he
seemed to need them. “It was
most certainly awesome.”
The woman nodded. “I
hate this store. I come here all
the time to buy stuff and they
never know what I’m talking
about. I’m glad someone
finally did something about
it.”
The Antagonist smiled
under his mask.
“My name is Miss
Information. I heard you
talking about your evil
organization. You wouldn’t
happen to have any openings
for an assistant?” she asked.
“I’m very good with
calendars and I know my way
around a fax machine. Plus,
I’m really pretty evil.”
He eyed the woman up
and down. It seemed that
lately everywhere he went
people were eager to join his
cause. It had become a little
overwhelming. Still, he could
use an assistant to help
around the office. The files
were getting out of control,
and his henchmen kept
complaining that the
watercooler was always
empty. This was a woman
who could handle the details.
“You’re hired. You start
immediately. The first thing
you’re going to do is burn
this office supply store to the
ground.”
Miss Information held up a
box of matches. “Already on
it, boss.”
 THE POWERS THAT
BE THINK YOU’VE
SHOWN SOME REAL
SPUNK GETTING THIS
FAR IN YOUR
TRAINING, BUT I’M
NOT SO SURE. I
MEAN, ADMITTEDLY,
YOU’RE A LOT
CLEVERER THAN
YOU LOOK (YOU
LOOK LIKE A
GROUNDHOG WITH A
 HEAD COLD). BUT
WHAT ABOUT YOUR
PHYSICAL ABILITIES?
BEING A SPY ISN’T
ALL ABOUT YOUR
BRAINS. SOMETIMES,
IN DANGEROUS
SITUATIONS, YOU
NEED TO BE STRONG,
FAST, AND AGILE.
SO IT’S TIME TO
START YOUR NERDS
SECRET AGENT
 ATHLETIC
EXAMINATION. NOW,
I REALIZE THAT YOU
MAY NOT BE
STRONG, FAST, AND
AGILE. IN FACT, ONE
LOOK AT YOU TELLS
ME YOU ARE WEAK,
SLOW, AND … WELL,
LET’S JUST SAY I
HAVE MY DOUBTS
YOU COULD LEAP A
FENCE. THIS IS YOUR
CHANCE TO PROVE
ME WRONG.
 SO, FOR YOUR FIRST
CHALLENGE I WANT
YOU TO PLACE A
BOOK ON YOUR HEAD
AND RUN AROUND
THE BLOCK.
YES, REALLY.
HERE ARE SOME
POINTERS. FIRST,
STRETCH YOUR
BACK, THIGH,
HAMSTRING, AND
CALF MUSCLES. THIS
WAY YOU WON’T GET
A CRAMP AND FALL
INTO THE STREET.
SECOND, BREATHE IN
THROUGH YOUR
NOSE AND OUT
THROUGH YOUR
MOUTH. BREATHING
IS IMPORTANT FOR
MOST ACTIVITIES.
ASK A DEAD PERSON.
THEY’VE LEARNED
THE HARD WAY.
THIRD, RUN AT YOUR
 OWN PACE. IF YOU
CAN FIND THE RIGHT
STRIDE, YOU COULD
PROBABLY RUN TO
CHINA! REALLY. NO,
NOT REALLY, BUT
THE RIGHT STRIDE
WILL TAKE YOU
PRETTY FAR.
FOURTH, WEAR THE
RIGHT SHOES.
SNEAKERS ARE BEST.
SNOWSHOES ARE
NOT. NEITHER ARE
 COWBOY BOOTS,
HIGH HEELS, CLOWN
SHOES, BALLET
SLIPPERS, OR FUZZY
SLIPPERS.
OK, THAT’S ALL YOU
NEED TO KNOW. THE
SENSORS WILL
RECORD YOUR TIME,
AND WHEN YOU GET
BACK WE’LL SEE
HOW YOU DID.
 MAYBE YOU NEED A
FEW MORE
PRACTICE ROUNDS.
IN THE MEANTIME,
HOW ABOUT A
SHOWER? YOU STINK.
Flinch had never met
anyone like Principal Dove.
Her eyes were as big as
dinner plates, and she had a
dainty nose and a mouth that
seemed to always be open in
a perfect circle. When she
moved, her whole body shook
as if she were ruffling
invisible feathers. Flinch felt
the impulse to toss her some
bread crumbs.
“Tsk, tsk, tsk,” she said,
shaking her head in
disapproval. She leaned over
her desk and eyeballed each
of the NERDS, finally
landing on Flinch as if he
were some peculiar animal at
the zoo. He was already
jumpy from the morning’s
semi-successful mission in
Paris, and the massive sugar
shock from the Heart Attack
Bar was still taking a toll on
his nerves. Her scolding smile
didn’t help.
“Late on the first day?”
she asked.
Flinch looked to
Pufferfish. Her real name was
Ruby Peet, and as the team’s
official leader, she usually
called the shots and did the
talking. That’s how Flinch
liked it. The others were
quick with their thoughts. He
was quick with his feet.
“We missed the bus,”
Ruby lied.
“All five of you?” Ms.
Dove said, her smile
widening. “Well, that must be
quite a story. What
happened?”
“Oh, um—it’s just one of
those mornings,” Jackson
said, flashing his biggest grin.
Even with his braces he had a
charming smile, and he
wasn’t afraid to use it.
“Now, you wouldn’t be
trying to pull my leg, would
you?” Dove said with a
giggle.
The children looked at one
another. It was clear to Flinch
that none of them knew what
to say, and despite the
principal’s smile, the tension
in the room was building by
the minute. What were they
supposed to tell her—that
they were spies? That they
had little robots inside their
bodies that gave them
superpowers? That they had
flown to Paris that morning
and stopped a lunatic from
destroying the city, yet
managed to create nearly a
billion dollars in damage in
the process?
 Back at Nathan Hale
Elementary the team
occasionally encountered a
teacher who asked questions
about the sudden and frequent
disappearances of the
children, but somehow Agent
Brand and Ms. Holiday made
it all go away. Then again,
back at the elementary school
they were taught by Mr.
Pheiffer, who spent most of
his time talking about his tan.
A tornado could have swept
through his class and he
wouldn’t have batted an
eyelid. Their old principal,
Dehaven, could be difficult,
but he enjoyed bullying his
staff a lot more than he did
the children. So for the most
part, the members of NERDS
came and went as they
pleased.
It appeared as if all that
was going to change.
“It seems a rather odd
coincidence that all five of
you missed the bus this
morning,” the new principal
said. “It boggles the mind.”
“Actually, the odds of
such a thing happening are
really not that far out of the
realm of possibility,” Duncan
said. “If you consider the
distance of the bus stop to our
neighborhood as well as the
average speed in morning
traffic—”
 Ms. Dove put her finger to
her mouth. “Shhhhhhhhh!”
She stared at the children
for a long moment with a
smile on her face, as if what
she read in their eyes was
amusing. Flinch knew that
she couldn’t read their minds,
but he covered his ears just in
case that was how the woman
accessed his thoughts.
His blood sugar was still
out of whack. Something
sweet would calm him down,
so he reached into his pocket
and took out a Chocolate
Coconut Bomb Bar he’d
grabbed when he got back to
the Playground. He tore it
open and chomped down with
delight. Yum! It was like
heaven inside his mouth, and
he was starting to feel better
when, suddenly, with a hand
faster than lightning, Ms.
Dove snatched the treat from
his hand and tossed it into the
wastebasket next to her desk.
Flinch shrank back in horror.
His treat was covered in
paper clips, dust balls, and a
few thumbtacks. It took every
ounce of self-control not to
shriek.
“Mr. Escala, our school
has a ‘no junk food’ policy,”
she said. “There is no junk
food of any kind anywhere on
my campus. No candy bar or
soda machines. No sugary
treats at lunch. Not a single
drop of chocolate milk in the
cafeteria. Little birds need
healthy food to fly.”
“Uh-oh,” Matilda said.
And that’s when Flinch’s
shriek escaped. No candy
machines? No soda pop?
What kind of a madhouse was
this woman running?
Someone had to be alerted.
When he finally stopped
screaming, he reached for his
phone. He had the president’s
number on speed dial—he
would help! But before
Flinch could hit the number,
Matilda reached over and
gave the knob on his harness
a twist. The harness captured
some of his energy and he
managed to calm down a
little.
“Children, I know the first
day in a new nest can be
confusing,” Principal Dove
said.
“Nest?” Ruby asked.
“There are so many new
and strange birds in the air,
and I like to keep a careful
eye on the hatchlings.”
“Hatchlings?” Duncan
asked. “Are you talking about
us?”
“Some birdies need a lot
more attention than others.
Some birdies need to be
placed under the strong,
watchful wing of a mama
bird. I’m thinking that you
five might need that wing
hovering over you, keeping
you safe and watching every
move you make.”
“Does she think we’re
really birds?” Flinch
whispered.
“I think so,” Jackson
replied.
“It all depends on you and
what kind of birdies you are.
Are you the kind that can fly
free, or the kind that need to
be in a cage?” Ms. Dove
asked the group.
“Um … we’re free birds?”
Pufferfish said.
Ms. Dove clapped her
hands. “I’m as happy as a
hummingbird. I’d hate for
you to leave the nest not
knowing how to fly.”
She handed each of the
children a piece of paper.
 Flinch looked down at his.
“What’s this?”
“They are your new class
schedules. I took a quick look
at your files and noticed that
all five of you have the same
classes at the same time.
That’s not good for little
birdies, especially ones that
need to stretch out and meet
other members of our flock.
So I made some changes.”
Flinch looked at Pufferfish
again. This time the team
leader wasn’t so calm. Her
hand swelled to the size of a
small pumpkin. She was
allergic to logistical
nightmares. Keeping the
NERDS together in one class
made it easy to reach them
quickly. What would they do
now?
“OK, little birdies, fly
back to your classes,” the
principal said, and waved
them out of her office. Flinch
got up slowly, still wondering
if maybe he should snatch the
trash can from under her desk
and liberate the poor,
innocent candy bar. Matilda
seemed to read his mind and
pulled him out of the office.
Once in the hall, the
NERDS stared at their new
schedules.
“That woman is going to
be trouble,” Pufferfish said.
 “What if she starts
watching us?” Matilda said.
She took a shot of her asthma
inhaler. “Look, she’s got me
hyperventilating.”
Flinch shuddered. “Did
you see what she did to my
candy? What kind of a
heartless person throws away
a perfectly good Chocolate
Coconut Bomb Bar?”
Jackson waved them off.
“Everyone relax. She’s no
different than any other
teacher. She just wants you to
know who’s boss around
here. All we have to do is
dazzle her with a few smiles
or ask for extra help we don’t
really need—you know,
pretend that we look up to
her. We’ll have her eating out
of the palms of our hands in
no time. Trust me. It’ll work
like a charm.”
“That would work well if
she was sane,” Duncan said.
“But you heard her in there.
She thinks we’re birds. I bet
the woman is sitting on an
egg right now. It’s best if we
just stay off her radar. We
can’t be late or act
suspicious.”
“I hate to say this, but I
miss the old days when
Heathcliff could just
hypnotize our teachers so
they wouldn’t remember us
dashing off to save the
world.” Ruby sighed.
“Well, I liked him a lot
better back then than I do
now,” Jackson said. “The
‘I’m a creepy giant head that
can take over the world’ thing
is really obnoxious.”
“So now what? We just go
off to our separate classes?”
Flinch asked.
The children shrugged. For
some, it was the first time
they had been separated in
years, but what could they
do?
Flinch watched his friends
drift away down the hall and
realized there was a comfort
in being part of a group.
When they were gone, he
looked down at his schedule.
His first class of the day was
math—his worst subject.
“There’s another thing we
should consider,” Flinch
shouted to the others. “Ms.
Dove might be evil.”

Math was hard, even on the

first day, and science class
was no better. With his brain
drowning in algebraic
equations and plate tectonics,
Flinch headed off to history
class, where he was
bombarded with dates and
names from hundreds of
years ago. To top it all off, he
had Latin, which he was
surprised to learn, was a
language that no one spoke
anymore. What kind of a
madhouse was Ms. Dove
running? Worst of all,
without sweets Flinch
actually had the ability to pay
attention. It was an unusual
feeling for him to hear facts
and remember them.
Somehow it felt wrong.
He drifted from one class
to the next, catching only
brief glimpses of his
teammates as they hurried
down the halls. He didn’t like
being alone. Before he
became a spy, being alone
meant being a target for
bullies. Like jackals, they
hunted those who were
separated from the pack.
Once the weak were
identified, the bullies would
descend, dishing out brutal
wedgies and painful flicks to
the neck, sticking wet fingers
in the ears and spitting paper
wads in the eyes. Nothing
was quite as terror-inducing
as the bullies’ high-pitched
giggles as they cornered their
prey. Flinch scanned the
halls. If bullies came at him,
he would have to take their
abuse. He was too strong and
fast to fight back. He could
hurt someone, or worse, blow
the team’s cover.
But being lonely,
concentrating in class, and
fearing bullies were nothing
compared to the heart-racing
experience called lunch.
Normally, lunch would have
been a feast of chocolate-
covered morsels, caramel
layers, and cream filling, all
soaking in the finest high-
fructose corn syrup money
could buy. But Ms. Dove’s
school had no such pleasures.
For the first time in as long as
he could remember, Flinch
had to eat what most
scientists would call “real
food.” Some of it was green
and leafy, some of it was
broiled and baked, and there
was a slice of something
labeled “whole grain bread”
and a few little orange logs he
was told were called carrots.
There wasn’t a peanut butter
cup or red rope in sight. He
appealed to the lunch lady,
who knew what Flinch
usually ate, but the big, burly
figure said his hands were
tied. Ms. Dove had already
set up a lunch date with him
to discuss what to serve in the
cafeteria.
“It’s just going to get
worse, kid,” the lunch lady
warned. “Tomorrow we’re
serving hummus on pita
bread with baba ghanoush.”
 “Baba ghanoush doesn’t
happen to have little colored
marshmallows in it, does it?”
The lunch lady shook his
head.
The rest of the day didn’t
get much better. When
Flinch’s last class was over,
he just wanted to go home
and drown his sorrows in a
couple of cases of juice
boxes. But before he could
even close his locker, he
found himself surrounded by
four very large boys. Every
school has a few bullies
whose growth spurts defy all
logic. They are impossibly
tall. They have mustaches.
The four kids who confronted
Flinch looked like gorillas
wearing human costumes.
 “Hey, kid, you didn’t pay
the new student fee,” one of
the boys said. He was skinny
with a mop of red hair that
hung in his eyes.
“New student fee?”
“Yeah, we’re here to
collect. It’s five bucks, which
is a great deal. Last year it
was ten,” the second boy said,
and the others chuckled. This
one was a bit too chubby for
his T-shirt.
 Flinch sighed. He would
have happily handed over
five dollars just to avoid the
hassle, but he was broke. He
said as much, and suspecting
the boys would not accept an
IOU, he prepared for the
inevitable: pushing,
manhandling, maybe a purple
nurple, maybe a pink belly—
typical bully stuff—and there
wasn’t a thing he could do
about it without blowing his
cover. Sometimes, being a
superpowered spy was a real
bummer.
The third boy stepped
forward. He was the shortest
of the bunch, but to call him
the shortest was like saying
he was the smallest giant. He
had a wide, thin smile and big
buggy eyes like an
amphibian. He opened
Flinch’s locker and went
through everything, tossing
books and papers aside in
search of some money. “I
think he’s telling the truth.
He’s broke. Must have spent
all his money on candy.
There’s a trash bag’s worth of
wrappers in here.”
The fourth boy was
average-looking, but every
time he breathed, a high-
pitched whistle filled the air.
“Well, you know what
happens when you can’t pay
the fee.” He laughed, then
grabbed Flinch by the shirt
and shoved him inside the
locker.
The door slammed in
Flinch’s face and he was
plunged into darkness. His
first thought was to wait until
the boys were gone and then
free himself, but suddenly he
didn’t feel well. Nausea came
on like a hurricane. A fever
raced through him, making
him feel like someone had lit
a bonfire in his head. But the
most peculiar sensation was
his anger. He was angrier
than he had ever been—even
angrier than when they
stopped making tropical
fruit–flavored Now and
Laters. He wanted to punish
these kids for making him an
easy target. Who were these
… these fleas to treat him so
disrespectfully? Couldn’t
they see his intelligence and
power? They needed to be
taught a lesson!
With a swift kick, his
locker door flew off its hinges
and crashed against the far
wall. He stepped out, fists
clenched. The first bully
shook off his surprise and
charged at Flinch, who caught
him in the chest with a punch
that sent him skidding down
the hallway several yards.
The other three boys stared at
their fallen friend in
bewilderment, and the
universal truth about bullies
was revealed once again:
They are usually cowards.
The boys tried to run, but
Flinch wouldn’t let them. He
raced down the hall like a
jaguar and blocked their way.
They turned to run back the
other way, but he blocked
them again, in the blink of an
eye. He grabbed two of the
boys by their shirts and
launched them down the hall
like twin bowling balls. They
slid into their fallen friend
and crumpled into a pile with
him at the bottom. Then
Flinch grabbed the fourth
boy, the one with the
whistling nose, and lifted him
off the ground over his head.
He wanted to toss him out a
high window. He wanted to
slam his body onto the floor.
He wanted to crush the fool
so that no one would dare
challenge his mighty power.
It would be a message to the
world that he was someone to
fear.
And then the fever was
gone and his head cleared.
What was he doing? He
couldn’t treat normal kids
like this. Where had all this
anger come from, and why
could he hardly control
himself? He gently set the
boy back down on the floor.
 “Are you OK?” he asked
the confused bully.
The boy couldn’t seem to
speak, but Flinch didn’t think
he was injured.
“Tsk, tsk, tsk,” a voice
said from behind him.
Flinch turned and saw Ms.
Dove standing there. She still
wore her fixed-on smile, but
her eyes were those of
someone who finds her new
puppy has chewed on her
shoes.
“And what just happened
here?” she asked.
“Just a little horsing
around,” Flinch said.
“Jessie, get your friends
and meet us in room eleven,”
she said, then she led Flinch
down the hall by the arm.
“I truly hate to do this, Mr.
Escala. If it were up to me, I
wouldn’t even have this
room, but it does seem to help
with those little birds who
need time to think about how
to straighten up and fly
right.”
She stopped at room
eleven and opened the door.
A collection of juvenile
delinquents and criminals to
rival the inmates of Alcatraz
looked up at Flinch.
“What’s this?” Flinch
asked.
“Detention,” Ms. Dove
said, with an exaggerated
frown. “We can’t have a
bully in our nest, Mr. Escala.”
A bully! Flinch could
hardly believe his ears. He
wasn’t a bully. He was the
opposite of a bully. He was
an anti-bully.
“Have a seat,” she
continued.
He found one and
collapsed into it, feeling
foolish and humiliated. He
gazed around at the other
children looking for some
sympathy and found none.
When he looked back to the
door, he saw Ms. Dove
watching him from the
hallway, her big owl eyes
round and full of suspicion.
She would be watching him
now. Flinch was under her
wing.
Heathcliff’s head was kept
in a large two-story holding
cell that was encircled by a
catwalk on the second floor
that was used by the doctors
and scientists for observation.
It was a bustling room filled
with busy people who
checked Heathcliff’s heart
rate, breathing, and sedative
levels around the clock.
Armed guards were on alert
twenty-four hours a day.
But it was not enough. Not
for Agent Brand. If Heathcliff
woke up, a bunch of guards
were not going to be able to
stop him—not much of
anything would stop him. So,
Alexander often found
himself wandering away from
his desk to check in on
Heathcliff and make sure that
the end of the world was not
accidentally in progress, as he
was now.
He did not enjoy being a
babysitter for a monster.
When General Savage asked
him to run NERDS, he
thought he’d be commanding
a team of superspies to
defend the world. He had no
idea that the biggest threat the
world had ever seen, a mind
that could reshape reality as it
wished, would be sleeping in
his basement.
Ms. Holiday came through
a door at the far end of the
catwalk and approached him.
He knew she had been busy
all day, sorting through books
in the school’s neglected
library. She was a secret
agent, but she was also a
librarian, and, just like Brand,
she had to keep up her cover.
Brand had received a few e-
mails from her with the
subject line “The Library
That Time Forgot” and photo
attachments of books like
Will Man Ever Walk on the
Moon? and Rotary Phones:
The World of Modern
Communication. He enjoyed
her sense of humor, and how
she approached things with a
smile. Her good attitude was
rubbing off on him. He was
starting to relax around her
and at work. She said she was
smoothing out his rough
edges.
“How is Paris?” he asked.
“Angry,” she replied.
“Every last person. Savage is
arranging to have all the
damage repaired, and luckily
there were no serious injuries.
Did you read the report?”
“Yes. Flinch wasn’t
ready,” Brand said.
 “Probably because we
don’t give him any
responsibility,” she said. “To
be honest, I think he did
pretty well, considering he’s
never been on point. I’d hate
for anyone to read what
happened on my first
mission.”
“I think fighting three
mafia enforcers on an
alligator farm was pretty
brave,” he said.
 She frowned. “You read
my file.”
“Are you OK? You look
tired.”
“I had a little cold, but I’m
getting over it,” she said.
“How is Sleeping Beauty?”
Brand nodded. “The same
—for now. What are we
going to do when he wakes
up? The sedatives won’t keep
him down forever.
Eventually, his body will
adapt, and nothing we can do
will keep him unconscious.”
For a long time Ms.
Holiday didn’t reply. It was
obvious she didn’t have an
answer. “I worked with him
for a while,” she said finally,
“and he wasn’t always out of
control.”
“I remember,” Brand said.
“I’m talking about before
you arrived. Yes, he was
cranky and arrogant, but he
could be kind of sweet, too.
He was very close with his
parents,” Ms. Holiday said.
“His mother described him as
a very loving and sensitive
boy.”
“He changed,” Brand said.
“True, but—”
“You see something else?”
“You’ll think I’m silly.”
“I never do,” he replied.
Ms. Holiday smiled.
“Well, he snores.”
 “Huh?”
“Heathcliff snores—a lot.
It sounds like a hundred cows
with sleep apnea. The staff
has taken to wearing special
headsets to protect their
hearing.”
“So?” Brand wasn’t sure
what she was saying.
“It means he hasn’t
changed so much. It means
despite it all, he’s still human.
He still does something
embarrassing. And if he
snores just like everyone else,
well, maybe there’s a soft
spot in his heart just like in
everyone else’s, too,” Ms.
Holiday said.
It was a crazy theory, but
Brand wanted it to be true.
“So … Captain Kapow is
ready for questioning,” she
said.
Brand nodded. “Good. I’d
like to take my mind off of
one maniac and put it on
another. Lead the way.”
He followed Holiday
through the doorway and
down several halls until they
came to the door marked
Interrogation Room. Above
the door was a flashing red
lightbulb, which meant the
room was occupied.
“Is he restrained?” Brand
asked.
“Yes, finally. I’m not sure
he’s ready to talk, though.
He’s been rambling most of
the day. I think he’s sick.
He’s feverish and disoriented.
I’ve had one of the scientists
take a look at him, but she
hasn’t given me a report yet.”
“Pufferfish can help. She’s
allergic to sick people,”
Brand said. “And she’s
allergic to hundreds of
different bacteria and viruses,
so she might be able to
narrow it down. See if you
can get her here.”
“The kids are already
home for the day,” Ms.
Holiday said.
“The first day is over
already?” Brand asked.
“Yes, but not without
problems. It’s the principal.”
“One crisis at a time,”
Brand said with a groan.
Ms. Holiday opened the
door to the interrogation
room. Captain Kapow sat
inside. His wrists and feet
were strapped to a chair, and
the chair was bolted to the
floor. As soon as Brand
stepped close to him, he
found out why. The man
growled and tried to lunge at
him. Luckily, the restraints
kept the Captain under
control.
“Has he said anything?”
Brand asked.
 A small round panel
opened in the wall and
Benjamin zipped into the
room. The orb flittered about
and finally hovered in front of
the agent’s face. “Plenty, but
not a lot that you would
describe as rational. What he
has said isn’t as interesting as
who he is. The Captain’s real
name is Sherman Stoop. He’s
been working as part of our
organization for three years.”
 “He works for us?” Brand
cried.
Ms. Holiday handed him a
stack of papers. “Here’s his
file.”
Brand flipped through
Stoop’s records. He could
hardly believe what he was
reading.
“What happened to this
man?” he asked, not
expecting an answer. “Record
this interview, Benjamin.”
 “Of course, Agent Brand.
Recording now.”


Brand: Hello, Mr. Stoop. My

name is Agent Brand, and
this is my associate, Agent
Holiday.
Stoop: I knew that! Nothing
gets past my incredible brain.
My superior intellect already
deduced that you would
come. Naturally, you want to
interrogate me.
Brand: I think most people
who have committed a major
crime could guess there
would be someone wanting to
ask them questions.
Stoop: If when you say the
word “most,” you mean just
me, then I accept your notion!
Ask what you want, Agent,
but know this—many of my
answers may be difficult for
you to comprehend. I am,
after all, a genius. But I will
do my best to keep my
answers simple for you and
your dullard of a partner.
Holiday: Well, he’s a real
charmer.
Brand: Mr. Stoop, who put
you up to this crime?
Stoop: Ha! How dare you!
The bombing was entirely my
idea!
Brand: Mr. Stoop, we’ve
gone through your files. Your
IQ is just above a house cat’s.
Holiday: You were voted
“Most likely to fall down a
flight of steps” by your class.
Brand: When you applied for
this job, they asked you for a
blood test and you asked for
time to study. You don’t have
the intellect to build the
complicated devices you
planted under Paris.
Stoop: My brain’s full
potential has recently reached
great heights. Give me an IQ
test, but be prepared—my
scores will be so high, your
tiny little minds may slip into
madness trying to understand.
Brand: I think we’ll pass.
Whether or not that’s true
about your IQ, one thing
hasn’t increased dramatically
and that’s your bank account.
You don’t have the funds to
fly to Paris or to buy and
build the bombs. So, using
my tiny little mind, I have
deduced that you are working
for someone, Sherman.
Stoop: Don’t call me that
name! I’m Captain Kapow!
Holiday: He sounds like
Heathcliff. He had a thing
about his name, too.
Brand: You didn’t do this on
your own, Captain. Who
helped you?
Stoop: Fine, yes, I have a
benefactor. But I have no idea
who he is. All I know is he’s
a genius—not on my level,
but certainly bright. If it
wasn’t for him, I’d still be
wasting my potential
guarding that giant head.
Holiday: Did he give you the
idea to bomb Paris?
Stoop: Hardly! The
Antagonist merely showed
me that I was special and
helped me fulfill my destiny.
Brand: The Antagonist?
Who is the Antagonist?
Stoop: I don’t know. All I
know is that he wears a mask.
It’s black and has a skull
painted on the front.
Holiday: That can’t be …
Brand: What kind of fool do
you take us for, Mr. Stoop?
Stoop: I suppose I take you
for the regular, everyday kind
of fool, Agent, but what I
have told you is true.
Agent Brand slams his fist on
the table.
Brand: Benjamin, can you
project an image of Simon for
us? Benjamin displays a
photograph of Heathcliff
Hodges as his alias, Simon.
Brand: Does the mask look
like this?
Stoop: Yes.
Brand: That’s impossible!
The person who owns that
mask is in this facility right
now, and he’s been in our
custody for almost three
months.
Stoop: What’s that mean to
me?
Brand: The owner of that
mask is the giant head you
were guarding! His name is
Heathcliff Hodges!
Flinch lived with his
grandmother, Mama Rosa.
She was in her late seventies
but as spry as a teenage girl.
After school every day, he
could always find her in the
same place: parked in front of
the television watching her
“stories.” Her favorite was a
Spanish soap opera called La
Luna Blanca, which in
English meant “The White
Moon.” It was about a
beautiful housecleaner who
goes to work for a very
wealthy Spanish family who
owns a winery. Flinch had
tried to watch it once, but his
Spanish was not as good as it
should have been. Still, you
didn’t need to be fluent to
know what was going on—
especially with Mama Rosa
around. Any time someone
appeared on screen who the
old woman didn’t like, she
hissed, pointed, and cursed at
them in Spanish. Flinch
didn’t know what some of the
words meant, and he was
pretty sure that was a good
thing. Mama Rosa was in the
midst of a very intense
shouting match with the TV
when he got home that day.
 “You do know they can’t
hear you, Mama,” Flinch
said.
Mama Rosa shook her
head. “Someone has to talk
some sense into these people,
especially poor Mrs. Lucina.
Her no-good husband is
trying to steal her family’s
fortune! Ay, Mrs. Lucina!
Can’t you see he is bad for
you?”
Flinch couldn’t have been
more relieved. All the way
home from school he worried
that Ms. Dove had called his
grandmother, but it looked as
if the coast was clear. He
turned to climb the stairs to
his room when suddenly the
television clicked off.
“So, I hear you are now a
juvenile delinquent.”
Flinch turned back
reluctantly. He hated
disappointing his
grandmother. He knew the
hyperactivity was bad
enough, so he tried to be a
good kid in most other ways.
“Before you get upset, I can
explain.”
“Julio, today is your first
day,” she said. “You have
never been in trouble before!
Is it those kids you are always
hanging around with? Are
they a bad influence on you?
I don’t want you spending
time with them if they are
hoodlums.”
“Mama Rosa, my friends
aren’t hoodlums. They’re the
smartest kids in the school,”
Flinch said. “You know
Duncan as well as you know
me.”
“Yes, the one that eats
paste,” she said with a
harrumph. “Well, they may
not be hoodlums, but they are
weird. If it’s not them, then
why have you turned to a life
of crime?”
“It was just a detention,”
he said.
“It’s a detention now, but
what about tomorrow?
Tomorrow is jail?”
Flinch frowned. Mama
Rosa had a flare for the
dramatic. No matter how
small the mistake, she was in
constant fear that Julio was
on his way to the slammer.
 “A bunch of kids were
picking on me—”
“Julio! Julio! Julio! You
know better. The bullies pick
on the younger kids to get
attention. If you react, then
they get what they want,”
Mama Rosa said.
Julio shrugged. “I would
have explained that to them if
they hadn’t shoved me in a
locker first.”
He felt another flash fever
coming on. His anger
threatened to boil over. How
dare Ms. Dove call his
grandmother and label him a
bully? He had fought back to
defend himself, and now he
was the villain? Did everyone
expect him to just sit and take
it? Did they want him to get
pushed around the rest of his
life? Well, they could forget
it! He was done being picked
on!
 “Oh, Julio, you look so
tired, cariño. You’re flushed.
Are you OK?”
“I’m not feeling well,” he
said, as his racing heart
calmed.
“Well, lie down and I’ll
bring you something to eat,”
she said, putting her hand on
his forehead. “You’re boiling.
Go rest now, but remember:
You are a good boy, and if
you are not a good boy, I will
see it. Your grandmother has
eyes in the back of her head
and in her hands and her back
and her feet. I see everything
—EVERYTHING! No more
trouble at school. Do you
understand?”
Flinch nodded. “Yes,
ma’am.”
He shuffled into his room,
closed the door, and fell into
bed with his shoes still on his
feet. He felt horrible; even
closing his eyes hurt. His
temperature went from hot
sweats to teeth-chattering
chills. He’d never felt the flu
come on so fast or so intense,
and in his feverish haze, he
wondered if he had picked up
some kind of skeleton germ
in the catacomb cemetery that
morning. Something had
killed all those people!
Would he be the next victim?
He forced himself to think
of other things. Chocolate-
covered Easter eggs,
marshmallow Peeps, Kool-
Aid, maple syrup. That
calmed him, and soon he fell
asleep.
Unfortunately, in his
dreams his happy thoughts
were replaced with more
frightening visions. Everyone
was laughing at him.
Everyone was conspiring
against him. Even his friends
and teammates were working
on ways to keep him from
achieving his full potential. In
one particularly nasty
nightmare, his teammates
chained him to a wall in a
prison cell and stood over
him. He begged them to let
him out, but they wouldn’t.
Instead, they turned their
backs and walked away.
Suddenly, he heard the
striking of a match and a tiny
orange flame danced in the
dark. In its faint light he saw
a boy wearing a mask with a
skull painted on it.


“Heathcliff!”
“No,” the figure
whispered, then took the
mask off. Flinch cried out. He
was looking at an exact copy
of himself.
“We are great, and they
know we should be in
charge,” his twin said. Then
he blew out his match. Only
the skull on his mask still
shone in the dark.
OK, LET’S GET BACK
TO YOUR PHYSICAL
FITNESS TEST. THE
FIRST ROUND WAS
PRETTY IMPRESSIVE
—FOR A BABY! NOW
THINGS ARE GOING
TO GET A LITTLE
TOUGHER.
LIE ON THE FLOOR
FACEDOWN, PLACE A
BOOK ON YOUR
LOWER BACK, AND
 GIVE ME TWENTY
PUSH-UPS.
HEY, NO WHINING!
THE PUSH-UP IS SORT
OF THE
INTERNATIONAL
EXERCISE FOR
TOUGH GUYS.
SOLDIERS WHO
SCREW UP ARE
CONSTANTLY BEING
TOLD TO DROP AND
GIVE THE SERGEANT
 TWENTY PUSH-UPS.
IT’S TRUE. IT
HAPPENS IN ALMOST
ANY MOVIE ABOUT A
SOLDIER—SO THERE!
BUT THERE ARE A
FEW THINGS THAT
WILL MAKE THIS
EASIER.
FIRST, STRETCH
YOUR PECTORAL
MUSCLES, BICEPS,
AND SHOULDERS.
SECOND, SEPARATE
YOUR HANDS SO
THAT THEY ARE
EQUALLY DISTANT
FROM THE CENTER
 OF YOUR CHEST.
(TOO CLOSE
TOGETHER WILL
WORK THE TRICEPS,
THE SMALLER
MUSCLES, WHICH
WILL MAKE THE
PUSH-UPS HARDER.
TOO FAR AWAY AND
YOU WILL STRAIN
YOUR SHOULDERS.)
LAST, THERE’S A
WAY TO DO IT IF YOU
ARE A BIG CRYBABY:
PUT YOUR KNEES ON
THE GROUND.
WHEN YOU’RE DONE,
WIPE YOUR SWEATY
FOREHEAD ON THE
SENSOR BELOW.
The Antagonist had a secret
lair called the Fortress of
Antagonism. He had a jet
called the Antagojet. He had
a motorcycle called the
Antagochopper. He had a
boat called the Antagoboat.
He had a bicycle he called a
bicycle (there wasn’t
anything particularly evil
about it, except for the jangly
bell, so he didn’t think it
warranted its own name). He
had an army of goons and
minions, a handful of
henchmen, and even an evil
assistant named Miss
Information, all of whom he
called the Antagonauts. An
outsider might have looked at
him and said, “Wow, that
madman has everything!”
 But the Antagonist wasn’t
happy. Not happy at all!
What was causing him so
much grief? It seemed that
every time he turned around
he had to kill yet another one
of his employees.
Every day, one of the
hundreds of people who
worked for him decided that
they were smarter than he
was and should be running
his evil empire. They tried to
kidnap him. They tried to
lock him up in dungeons.
They tried to toss acid into
his face. It was getting
annoying.
At first he had blamed it
on professional jealousy. But
fending off fifteen murder
attempts in a single week
indicated more than just envy.
Something was wrong.
Unfortunately, the Antagonist
could not quite put his hook
on what it was.
The attackers seemed to be
ordinary goons and
henchmen, equally eager to
push a hero into a volcano or
go for coffee. But then all of
a sudden they were wearing
costumes, planning the
destruction of the planet, and
building doomsday devices.
Just that morning, he had
discovered Betty from
accounting wearing a
ridiculous costume and
calling herself the Terrible
Tornado. She wore a machine
strapped to her back that
could create cyclones. To
prevent the lair from spinning
into destruction, the
Antagonist was forced to lure
Betty into the bottomless pit
on level four. (It wasn’t really
a bottomless pit. The bottom
was on level three, but no one
had to know.) Betty had used
her coffee breaks to build the
machine, which was clearly
against the rules in the
employee handbook, and now
the Antagonist was suspicious
that the two personal days she
had taken the week before
were not for emergency cat
delousing as she claimed.
But what was really
frustrating about the entire
situation was that Betty’s
actions seemed to inspire the
others to try to destroy him,
too. That morning, he had
stumbled upon three
henchmen, wielding swords
made of electricity, hiding in
his private bathroom. Then,
two more assassins dropped
from the ceiling and another
popped up from under his
desk, all armed with
poisonous blow-dart guns. He
broke each of their necks and
then picked up his phone.
“Maintenance, this is your
lord and master,” he said. “I
have some dead assassins in
my office. Could you come
up here and get rid of them?
What? Yes, more dead
assassins.”
He hung up the phone and
returned to the executive
bathroom, stepping over the
bodies to get to the sink. He
slipped off his skull mask and
splashed cold water on his
face. Then he looked at
himself in the mirror. At first,
he wasn’t sure he recognized
the man staring back at him.
He had a big, jutting jaw, a
nose that had been on the
receiving end of a few too
many punches, and a brow
that threatened to swallow his
eyes. It wasn’t the face of a
man with a superior intellect.
Uncomfortable, he nearly put
the mask back on, but then he
stopped himself. His face
might not look supersmart,
but there was something else
—it was fierce. It was a face
good at frightening people
into paying their debts.
And then he began to
remember who he was. He
was a goon—a professional
manhandler. He was the star
of his field, the most
respected mauler in the
industry. Not too long ago he
was on the cover of Leg-
breaker magazine as the
year’s Sexiest Goon Alive.
How could he have
forgotten? How could his
snow-white hair, acquired
after being struck by a
massive shock of electricity,
slip his mind? Did he truly
forget the milky-white left
eye that sent trembles of fear
into his victims? His mind
was so full of anger and
revenge that he was losing
himself.
 Why had he turned his
back on all the knuckle
breaking and intimidation to
go into management? He had
never wanted to be the boss—
most of the criminal
masterminds he had worked
for were complete
knuckleheads, too caught up
in their own insanity to see
the big picture. None of them
truly had a chance to take
over the world, but they
provided the goon with
steady work, which was all he
had really wanted.
But then something
changed. The day he got that
terrible flu—that’s when
everything went weird. That
day, he felt smart. Really
smart! And all he could see
was weakness and ignorance
in others. He was sure they
were trying to keep him down
—making him feel like a fool
—laughing at him behind his
back. And then the mask
came to him in his dreams,
the same mask the kid who
kept trying to take over the
world used to wear. The mask
comforted him. If he wore the
mask, gave into it, then he
would have everything he
ever wanted and the world
would shudder for standing in
his way. It was ghastly and
horrible, but it was also
threatening and manipulative.
It was a sign of intellect used
to frighten the simple.
There was a knock at the
office door, so the Antagonist
slipped his mask back on, left
the bathroom, and crossed the
office to open it. Before he
turned the knob, he pressed
his ear to the door and
listened.
“Who is it?” he asked.
“It’s Miss Information.”
“Are you here to kill me?”
“Not today.”
 “How do I know you’re
telling the truth?”
“I’ll be honest. I fully
intend to kill you and take
control of the organization,
but only when you are at the
height of your power. At the
moment, this evil empire of
yours is heavy on evil, but
coming up short in the empire
department. Although it does
have the necessary bones to
grow into something that will
control the world. On that day
I will strike at you with the
speed and viciousness of a
king cobra, but until then I’ll
bide my time.”
The Antagonist considered
this proclamation. Everyone
else who worked for him
smiled to his face as they
tried to slide a knife in his
back. Miss Information was
someone whose directness he
could respect, even if he
couldn’t tell whether her
smile was wicked or sincere.
He unlocked the door and
found her on the other side—
unarmed.
“Just so you know, one
day I will push you into a pit
filled with mutated spiders
that will lay their eggs under
your skin,” the Antagonist
told her.
“And someday I will
subject you to a horrible
medical procedure that will
make you my mindless
cyborg,” she said. “You look
tense. I mean … I bet you
look tense under your mask.
Sit down.”
He sat in his desk chair
and she stood behind him,
rubbing his shoulders and
releasing the stress that had
been building for days.
“You really need to take
better care of yourself, boss,”
she said. “Stress is not good
for your heart. It raises your
blood pressure, affects your
sleep, and makes you prone
to heart disease. I can’t have
you die before I get a chance
to kill you myself. If you
want a book on how to calm
down, I can recommend one.”
“Who are you?” he said,
turning in his chair to face
her.
The woman shook her
head. “That would be telling,
and besides, we have a bigger
problem on our hands. It’s a
henchman.”
The Antagonist gestured to
all the bodies in his office. “It
appears we have a situation
with a lot of the henchmen.”
“Yes, they do seem eager
to kill you, but this one is a
bit different. His name is Dirk
Trappings,” Miss Information
said.
 “Dirk Trappings? Which
one is he?”
“We met him at the
supermarket. He’s the one
who locked his manager in
the freezer and then forcefully
conquered the cereal aisle.”
“Oh, yes. There were corn
flakes everywhere. What has
he done?”
“Well, he’s built a
doomsday machine and he’s
taken it to New York City,”
she said.
The Antagonist was
enraged. “IS EVERYONE IN
THIS ORGANIZATION
BUILDING A DOOMSDAY
MACHINE?”
Miss Information
shrugged.
“Are you building one,
too?”
“Just a little one,” she
replied sheepishly.
“What does Trappings’s
machine do? I hope he’s not a
repeat of that idiot Captain
Kapow.”
“All we really know is that
he’s now calling himself Mr.
Miniature.”
The Antagonist sighed.
“It’s official. I’m surrounded
by crazy people.”
Flinch’s sneeze rocked his
science class. Every face
turned to see if the poor boy
had accidentally blasted his
brains out through his
nostrils. He smiled and
assured everyone he was OK.
A moment later he heard
Agent Brand’s urgent voice
inside his head.
“I need the team in the
Playground, now. Lunch
lady, get the School Bus
fueled and ready for a trip to
New York City. Ms. Holiday,
prep the agents for skydiving.
We can’t land a rocket in
midtown Manhattan.”
Just as he’d done a
thousand times before, Flinch
stood up and gathered his
things. He was halfway to the
door when he heard his
teacher’s voice.
“Excuse me,” Mrs.
Reinhold said. “Where do
you think you’re going?”
Flinch stopped in his
tracks. What was he doing?
He couldn’t just get up and
walk out of a class anymore.
He was so used to leaping
into action after a big sneeze
that he couldn’t help himself.
 “Um, I have to go to the
bathroom,” he stammered.
“There’s plenty of time
between classes to use the
bathroom,” Mrs. Reinhold
said. “Please take your seat,
Mr. Escala.”
Flinch knew that when an
adult used your last name
with Mr. or Ms. in front of it,
they meant business. He
slinked back to his chair and
buried his head in a book.
Once Mrs. Reinhold had
stopped staring at him, he
gave his nose a good squeeze
so he could activate the two-
way communication device.
“I’m stuck,” he whispered.
“What do you mean you’re
‘stuck’?” Brand said. Flinch
could hear the impatience in
his voice.
“The teacher won’t let me
go.”
“Mr. Escala, your job is to
save the world. If you’re
going to be a secret agent,
you can’t let a sixth-grade
science teacher get in your
way.”
“What am I supposed to
do?” Flinch asked.
“Find a way, Agent Flinch.
You’re a spy. You’re
supposed to be resourceful!”
“Maybe you guys should
go without me. I mean, I did
destroy Paris,” he whispered.
 “GET DOWN HERE!”
Brand shouted.
Flinch scanned the room.
What would get him out of
class? Hmmm … The fire
alarm! Back at Nathan Hale
Elementary, the fire alarm
was used all the time to get
out of classes. He turned the
dial on his harness and felt
the sugary energy rush
through him. Like a bolt of
lightning, he zipped out of his
seat and down the hall toward
the alarm—only to find Ms.
Dove standing right next to it.
He nearly slammed into her,
but he managed to turn at the
last second and race back to
his seat in class. No one
noticed he had been gone, but
the blast of wind that
followed him into the room
sent papers and books flying
in all directions.
He needed another plan.
He could always just leave.
At superspeed he could be
gone before anyone knew it,
but they would eventually
notice there was no one in his
seat, and that was a sure way
to get another detention. He
didn’t want to disappoint
Mama Rosa again. He had to
try to get permission to be
excused.
“Mrs. Reinhold?” Flinch
cried, waving his hand
wildly.
The teacher turned to him
with an angry look in her eye.
“Yes, Mr. Escala?”
“I really need to use the
bathroom. It’s an
emergency.”
The angry look turned
furious. “My answer is still
no.”
“But if I don’t go now I’m
going to—”
“NO!”
 Brand’s voice rang in his
ears, too. “Agent Flinch, the
rest of the team is here. We
need you now!”
Flinch growled. “I’m
doing the best I can!”
Mrs. Reinhold marched
down the aisle toward Flinch
and stood over him. “Do we
have a problem, Mr. Escala?”
Flinch was so stressed he was
shaking.
“Yes, we have a big
problem. If you don’t let me
go to the bathroom, I’m going
to … to just go right here in
my pants.”
The class erupted into
laughter, but Mrs. Reinhold
looked as if she had just
discovered a mouse in her jar
of mayonnaise.
“You wouldn’t dare,” Mrs.
Reinhold said.
“Uh-oh, here it comes.”
The teacher stomped her
foot. “Mr. Escala, take
yourself to the office right
now! Principal Dove can deal
with you.”
Flinch grabbed his books
and darted out of the room.
Instead of heading to Ms.
Dove’s office, he rounded the
corner and leaped into Locker
41. A few seconds later, he
was in the Playground and
Ms. Holiday was helping him
into his flight gear.
 “I’m in trouble,” he said.
“She sent me to the office,
and I didn’t go. I’m going to
be in detention until I’m an
old man.”
Brand scowled. “I
understand. That woman
hounded me all day to clean
up after the pack of mongrels
she calls students. Have you
ever had to scrape snot
rockets off a library door? We
will deal with her later.”
 He and Ms. Holiday
hurried Flinch to the School
Bus docking bay, where the
rest of the team waited. The
bright yellow ship was lying
on its side like a plane, and it
had been modified to ride on
two tracks that led into a dark
tunnel. The lunch lady stood
near the open hatch.
“Let’s move it, people!”
he shouted. “We do not want
to hit New York City during
midday traffic, even in a
rocket.”
Seconds later, the engines
roared, and with a sudden
burst the School Bus hurtled
into the dark tunnel, twisting
around tight curves and up
and down steep hills like a
runaway train. There was a
blinding flash of daylight and
another burst of speed, and
then the rocket was airborne,
slicing through the powdery
clouds toward outer space.
“We’ll be in New York
City in less than fifteen
minutes,” Brand said, “so we
need to get prepared fast.
This is a Level One threat.”
“Remind me again. What’s
Level One?” Flinch asked.
Pufferfish rolled her eyes.
“You didn’t pay attention
during your training! Level
One is a crime using
advanced technology.”
 “Two in the same week?”
Matilda said. “What’s going
on?”
“I’m hoping it’s just a
coincidence,” Ms. Holiday
said. “Our target is a lunatic
calling himself Mr.
Miniature. Benjamin, do you
have any information on
him?”
Several screens dropped
down from the ceiling. They
showed a video of a man
struggling to hold up a
gigantic ray gun. Everything
he pointed at got really small
really fast. Flinch saw
normal-size cars, trucks,
buildings; one ZAP! and they
were the size of children’s
playthings. Mr. Miniature
scooped up everything he
shrank and stuffed it all into a
sack, like a child who won a
toy-store shopping spree.
“How is he doing that?”
Duncan asked, his mouth
open in amazement.
“We’re not sure,”
Benjamin told him. “We have
a science team in the
Playground working on
similar technology, but they
report that they are probably a
decade away from having a
working prototype. It’s very
advanced tech.”
“And there isn’t a scientist
or lab in the world that is any
closer than us. This guy and
his machine just sort of
appeared out of nowhere,”
Brand said.
“This guy must be
supersmart to build
something like that,”
Gluestick remarked.
“He’s a stock boy at a
grocery store,” Ms. Holiday
said, and the screen showed a
picture of an ordinary-looking
—perhaps even a little dull—
man in a green stock-boy
apron. Below his picture were
the words “Employee of the
Month.”
“Seriously?” Wheezer
cried.
“What happens if we get
shrunk?” Flinch asked.
“We have no idea,” Brand
said. “We’re hoping that his
ray can also reverse the
process, but we can’t get
close enough to see.”
 “We’re in our descent,”
the lunch lady shouted from
the captain’s chair.
“Manhattan in three
minutes.”
A warning light on the
wall blinked. Ms. Holiday
opened a panel and removed
five parachute packs, one for
each of the children. Flinch
had never seen anything like
them. The fabric seemed to
take on the color of whatever
it was near, making them
almost invisible. It was only
then that he realized his
jumpsuit was doing the same
thing.
“Awesome!” he shouted.
“These are the new
camouflage drop suits and
parachutes. They’ll allow you
to blend in with your
background,” she said. “We
can’t have Mr. Miniature or
anyone else seeing five kids
parachuting into the city.”
Duncan admired his,
peering closely at the fabric.
“They must refract the light
around us.”
As Flinch pulled on his
parachute, Brand opened the
hatch, and the wind blasted
into the rocket’s
compartment. “Make this as
fast as possible,” he shouted.
“It will be very hard to
explain to the media why all
the tourist attractions have
shrunk.”
“All right, everyone! We’ll
put together a plan on the
ground,” Pufferfish said as
she put on her goggles. “Let’s
move!”
Brand turned to Flinch.
“Actually, I want Flinch to
take point on this one.”
Flinch shook his head.
“Um, you are aware I broke
Paris yesterday?”
 “He’s really not ready,”
Pufferfish said.
Brand frowned. “It’s not
open for discussion.”
“Time to go!” the lunch
lady shouted.
Ms. Holiday pressed a
chocolate-covered cupcake
into Flinch’s hand. “I thought
you might like this,” she said.
“Did you bake it?” Flinch
asked. Ms. Holiday was a
great librarian and an
amazing spy, but her baking
was downright criminal.
She shook her head. “No,
this one I bought at the store.
It has all the preservatives
and chemicals you love.”
“Yum!” Flinch said. He
took a huge bite and
immediately felt the sugar in
his system. He beat on his
chest, shouted
“Grabbberler!,” and leaped
into the sky.
 New York City from ten
thousand feet was eye-
popping. The steel buildings
shot skyward in a crown of
silver and glass. A grid of
streets and avenues covered
nearly every square inch of
the island. But there was
something even more
amazing for Flinch to gawk at
—himself. His suit was a
creamy blue that matched the
color of the sky. When he fell
through clouds, his suit
turned white to mimic them.
“Pretty cool, amigos!” he
shouted into the com-link.
As he was admiring the
new technology, he heard
Pufferfish’s voice in his head.
“Our target is on the move,
team. He’s on Thirty-third
Street heading east, and I
don’t like where he’s going.”
“You’re worried about a
specific place?” Flinch said.
“One of the biggest and
most famous buildings in
New York City: the Empire
State Building.”
“That’s not cool!”
Braceface cried. “He can’t
shrink it until I get to see it
first.”
“So what’s the plan?”
Pufferfish asked.
Flinch had no idea, but he
was smart enough not to
admit it. He sorted through all
the possibilities, but the boost
of sugar from the cupcake
made it hard to concentrate
on a single plan.
“Flinch, did you hear
Pufferfish?” Wheezer asked.
“How do you want to handle
this?”
“Let’s go beat him up,”
Flinch said, tilting his body
so he was facedown and
plummeting fast and furious
toward the ground. His
teammates did the same, and
together the five of them were
missiles speeding toward the
ground.
“Prepare to deploy
parachutes!” Wheezer
shouted. “On three. One!
Two! Three!”
Flinch pulled his rip cord,
and his parachute exploded
out of his pack. Suddenly, he
was jerked up as air filled his
chute. He and the team
drifted down like feathers.
 He spotted a park, so he
directed the others to it. They
touched down on green grass,
where crowds of people were
enjoying the lovely day. The
team detached their chutes,
which were now just as
emerald as the lawn, and
tucked them into their
backpacks. Normally, they
would have just left them, but
they didn’t need someone
tripping over space-age
technology.
 Pufferfish had her
computer out and was already
tracking Mr. Miniature.
“We’re about ten blocks from
the Empire State Building,”
she said, scanning the horizon
and then pointing above the
trees. “There!” Flinch glanced
down the street. It was a
beautiful building, like a tall,
silver Popsicle.
“Let’s get moving,”
Pufferfish said, but they
hadn’t taken a single step
when a mob of people ran
straight at them, screaming
and shouting for help. The
mob ran through traffic into
the park, and because the
NERDS were still invisible,
they were nearly trampled.
“I guess he’s that way,”
Flinch said. “We need some
transportation, Braceface.”
Jackson’s braces sprang
out of his mouth, forming an
enormous dune buggy.
Everyone climbed aboard and
they motored in the direction
of the skyscraper.
“So what’s the plan?”
Matilda snapped. Flinch
turned to her, surprised by her
angry tone. Her face looked
pale and she was sweating.
“Are you OK?” Flinch
asked.
“Just a headache. I’ll be
fine. Let’s do this,” Matilda
said.
Pufferfish was furiously at
work on her computer. She
pulled up a street map of the
area. “OK, I’ve deactivated
all security cameras in a five-
block radius and grounded all
news helicopters. Plus, I shut
down cell service so whatever
happens, it’s not going to end
up on the Internet. Now, I
think the best thing is—”
“It’s Flinch’s mission,”
Duncan said.
Pufferfish’s arms swelled
up to the size of eggplants.
She was allergic to not being
in charge. “Yeah … OK.”
Flinch cringed. It was
already hard being in charge,
but to not have the confidence
of the team was quite another
thing. The truth was,
Pufferfish should have been
in charge. She had the most
experience, and she was good
at it. He wanted to just let her
take over, but he suspected
giving up would land him in
hot water with Agent Brand.
“OK—Gluestick and
Braceface should race around
the block and come at him
from the left. Matilda and I
will go the other way and
come at him from the right.
Once we’ve got him
surrounded we’ll do what we
do best.”
 “What do I do?” Pufferfish
asked.
“You’re the bait,” he said.
“You lure him into the
intersection and keep him
distracted.”
“Whatever!” Matilda
cried.
“Huh?”
“This plan sounds like a
way for you to hog all the
glory for yourself,” she said.
“Typical Flinch.”
 Everyone turned to
Wheezer. She had a sharp
tongue, but it was rarely
aimed at a teammate.
“Um, there’s nothing
typical about it,” Flinch said.
“This uses everyone’s talents,
and—”
“Hardly. It makes you the
center of attention,” Matilda
grumbled. “We all saw how
you undermined Pufferfish
with Agent Brand. You
practically stole the
leadership of the team.”
“What?” Flinch said.
“That’s not true. I didn’t ask
for this. I’m no leader.”
“Don’t I know it!” Matilda
cried. “And it’s about time
you handed over the reins to
someone who is!”
Flinch hadn’t been in an
argument like this since
Heathcliff was on the team.
Choppers, as he was called
back then, spent most of his
time questioning orders and
grousing about his jobs.
Matilda was always eager to
be part of the plan. This was
so unlike her that it left him
and the others speechless.
Matilda wiped her brow.
“I’m sorry. I’m not feeling
well. This is a good plan.”
Pufferfish nodded. “Fine.
Let’s do it.”
Flinch turned the knob on
his harness and felt the
energy fill his limbs. Once
Matilda had used her inhalers
to fly into the air, he leaped
out of the buggy and ran
down the street to follow her.
After a few turns, they
came up squarely behind their
target. Mr. Miniature was
firing his ray gun with wild
abandon, shrinking
everything in sight. A taxicab
was suddenly the size of a toy
car. A hot dog cart was as
small as a dollhouse. Even a
gigantic red double-decker
tour bus was abruptly no
larger than a Twinkie. Flinch
shuddered to think about the
people in those vehicles,
suddenly finding themselves
very tiny and being shoved
into a sack. Miniature had to
be stopped.
“I’ll take him at his knees
and you go for the ray gun,”
Flinch said.


“What kind of imbecile are

you?” Matilda snarled. “Your
silly little ideas smell of
foolishness! I am the brains
on this team. You should be
listening to me!”
Again Flinch was taken
aback. “Huh? What is wrong
with you?”
“I’ll tell you what’s
wrong! I have to work with a
bunch of morons and
nincompoops and I’m
expected to keep my mouth
shut and not say a word.
Well, I’ve had it! I’m not the
kind of person who takes
orders from an incompetent
ape.”
“Wheezer, um, there’s a
mad scientist shrinking
everything,” Flinch said.
“Can we talk about this
later?”
“NO!” Matilda turned her
inhalers on Flinch and fired.
A red-hot blast of sound and
light hit him right in the chest
and he flew backward,
slamming into a wall. His
head throbbed as he staggered
to his feet in a pile of brick
and dust. His harness had
absorbed much of the impact,
but he wasn’t invulnerable.
Matilda’s attack had hurt a
lot.
Wheezer aimed her
inhalers at him a second time,
but Flinch wasn’t about to
give her another shot. He
took off, going from zero to
sixty miles per hour in two
seconds, sending trash into
the air behind him.
“This is the bait! What’s
going on back there?”
Pufferfish’s voice said in his
head.
“Something’s wrong with
Wheezer!” Flinch shouted.
 “Don’t call me that name!
Wheezer is no name for
someone as important as me.
From now on, you will call
me the Asthmatic Assassin.”
“Did I hear that right?”
Gluestick shouted over the
com-link.
“Concentrate on the bad
guy,” Flinch said. “I’ll take
care of what’s-her-name.”
Wheezer’s inhalers fired
again, nearly taking Flinch’s
head off. He survived only by
jumping straight into the air,
soaring twenty feet up, then
using his incredible strength
to dig his fingers into the side
of a nearby building. He
clung there like a spider until
Matilda spotted him. She
fired again, and he sprang
higher, clawing into the brick
with his feet and hands.
“You think you can get
away?” Wheezer seethed.
“You’re wasting your time.”
“I don’t know what’s
wrong with you, but we’re
not here to fight each other,”
Flinch said. “We’re supposed
to be stopping a bad guy. You
need to get control of
yourself!”
“I’m in control of myself
for the first time in my life!”
“Buddy, we’ve got a big
problem,” Gluestick replied.
“Miniature is attacking us!”
 Suddenly, a pink light
enveloped the Empire State
Building. Craning his neck,
Flinch saw the light reaching
all the way from the ground
to the very top.
“Uh-oh,” he said.
And then, one of the tallest
buildings in New York City
—in the world, even—shrank
to the size of a shoe box. Mr.
Miniature plucked it off the
ground and shoved it into his
bag. He laughed an insane,
high-pitched cackle and
shook his fists in the air in
triumph.
“Attention, world! I am
the master manipulator of
size and shape. Today’s
demonstration is just the first
of many! Soon, I will shrink
all of your most precious
landmarks—Mount
Rushmore! The White House!
The Taj Mahal! To get them
back, you will have to pay my
ransom. Empty your pockets
and turn over all control of
the world to me in twenty-
four hours—or else. I’d say
it’s a bargain!”
Flinch hardly had time to
process what had just
happened, because Wheezer’s
attack didn’t stop for a
moment. She made a beeline
straight for him.
He dug into the wall and
braced himself for the fiery
spray of her inhalers—then
he got an idea. He crushed the
bricks in his hands into
powder and tossed the dust
into her face. It blinded her
and she flailed in the sky,
scratching at her eyes.
While she was distracted,
Flinch jumped down from the
side of the wall. On the street,
he opened his backpack and
pulled out the invisible
parachute. He shook it open
and held it the way a matador
holds a red cloak out to an
angry bull. He just hoped he
didn’t get run over by this
particular bull.
“Hey, Wheezer. I’m over
here!” he shouted.
Still rubbing her eyes,
Wheezer turned in midair and
flew in the direction of his
voice. Her flight was erratic,
but that didn’t make her any
less dangerous. He shouted
again, hoping to steer her
with the sound of his voice.
When she was nearly on top
of him, he tossed the
parachute directly at her. The
fabric wrapped around her
and she slammed into the
ground. Flinch heard a groan
and then nothing. After a
moment he peered inside. His
friend was still breathing but
seemed to be out cold.
 “You stay here, Wheezer,”
he said. He tied the ends of
the parachute into a knot so it
formed a bag around
Wheezer, then looked for the
rest of his team. He spotted
them several blocks away.
They were tracking Mr.
Miniature, who had moved
his reign of terror in the
direction of Times Square.
Flinch raced to catch up to his
friends, guessing that
Miniature was going to take a
few more landmarks for his
collection.
“Put your ray gun down!”
Pufferfish demanded,
dodging a blast from Mr.
Miniature’s weapon and
kicking him in the calf.
“You’re under arrest!”
“Yeah,” Braceface said.
He was trying to snatch the
bag of miniaturized items
with his braces, which had
morphed into claws. “You’re
in big trouble.”
“Did they send children to
stop me?” Miniature cried as
he turned his weapon on
Braceface. “How appropriate
that pint-size heroes are sent
to stop the Terrorist of Tiny!”
Flinch knew what was
coming next, and with all the
speed he had in him he bolted
to the rescue, leaving a trail
of fire in his wake.
Unfortunately, he moved so
fast, he broke the sound
barrier. With a tremendous
BOOM! the windows
shattered in every building
for two blocks. Mr. Miniature
had only a split second to
wonder what had caused the
noise when his ray gun
vanished from his hands. The
wind was still blowing back
his hair as he was knocked to
the ground. Before he knew
it, both his legs and feet were
cuffed.
 “What happened?” he
asked, dazed.
“I happened,” Flinch told
him. Miniature’s bag had split
open in the fall, and the
ground around him was
covered with dozens of tiny
little cars, all filled with tiny
little people, honking their
tiny little horns.
“We’ll get you back to
size as soon as we figure out
how,” Flinch said to the tiny
crowd, but the honking didn’t
stop.
“What happened to the
two of you?” Pufferfish
asked. “Where’s Matilda?”
“She attacked me. I don’t
think she’s feeling well. She
was talking crazy,” Flinch
said.
Suddenly, Pufferfish
began to scratch, then she
grabbed Flinch and together
they fell to the ground. “Get
down!”
There was a loud
explosion behind them. They
spun around to find that
Wheezer had used her inhaler
to blast through the parachute
fabric. Little bits of flame
burned around the edges of a
hole that appeared to be
standing in midair, and then
Matilda crawled through it
with revenge in her eyes.
“I’m allergic to surprise
attacks,” Pufferfish said.
Wheezer flew into the air,
then sprayed the ground with
inhaler blasts. The results
were several huge, smoking
craters in the street. Flinch
could do nothing more than
watch a circle of them appear
around him, until the very
ground he stood on collapsed
beneath his feet.
He fell, then slammed into
something hard. If he hadn’t
been wearing his harness, he
was sure he would have
broken a leg, but the impact
still hurt. He clamored to his
feet, feeling the agony from
his injured knee and ribs.
It was dark—pitch black,
just the way it had been in the
Parisian catacombs, only this
tunnel stretched out behind
him, and there were tracks
beneath his feet. His old
panic returned.
 “Great,” he groaned, but
his complaints were drowned
out by a peculiar sound filling
the space—a rumbling that
grew louder by the second. It
was then that he understood
where he was and that
something big, bright, and
loud was coming right at him.
Flinch spun around and
ran in the opposite direction.
He wanted to turn his speed
up to the max, but his knee
was killing him. He could
barely break twenty miles an
hour, limping with every step.
“This isn’t my fault!”
Flinch cried. “I didn’t want to
be in charge. I’m better as
part of the team, not leading
it. And now I’m going to get
run over by a train.”
He veered to the left at a
fork in the tunnel. He hoped
the train would go in the
other direction, but it didn’t.
It followed him into the turn
like a big silver bloodhound
and, worse, he could feel his
harness starting to sputter
from a lack of fuel. He looked
back over his shoulder and
saw the train close behind. He
turned the knob all the way to
maximum and allowed the
power to overtake him. Then
with a sudden blast of speed
he zipped ahead. But his tank
was now on empty and he
was running on fumes. The
train would overtake him at
any moment.
He didn’t need speed
anymore. He needed
momentum. When the train
was nearly on top of him, he
jumped forward, and the train
caught him in midair like a
fly on the windshield of a car.
It was jarring enough to rattle
his brain, but he was aware
enough to squeeze his fingers
into the sides of the train to
keep a good handhold. Then
he rode the car into the bright,
crowded station.
When the train had come
to a complete stop, Flinch
leaped onto the station
platform.
“The train was packed
today!” he said to the crowd
on the platform, then darted
toward the exit.
Matilda’s teammates
subdued her before she
could cause any more
destruction. She was feverish
and raving when Brand came
in to see her. It was like
watching his own daughter
suffering. She was sick with
something, but no one knew
what. He had taken his fear of
losing her out on some of the
scientists, demanding
answers. Finally, a scientist
called a briefing in the middle
school’s science lab.
“Why are we meeting up
here?” Brand said. In the
previous school, he’d never
had important conversations
outside of the Playground,
and he was worried Principal
Dove or someone else on the
staff would find them and
demand an explanation.
“I don’t want to frighten
any of the others,” the
scientist said. She was Dr.
Olivia Kim, a scientist with
one of the brightest minds in
nanobyte technology in the
world. Brand had no idea
why she had been the one to
call the meeting. What did the
little robots that gave the kids
their powers have to do with
Matilda’s sudden insanity?
“Why would you frighten
anyone?” he asked.
The scientist gestured to a
microscope resting on a table.
“Take a look.”
 Brand peered into the lens
and saw a milky white world
swirling with stringy bacteria.
He wasn’t much of a scientist
himself, and it irritated him
when the big brains assumed
he should naturally know
what something was. “What
am I looking at?”
Duncan stepped over to
take a peek, followed by
Ruby. Flinch was next.
Jackson waved it off. Science
wasn’t his thing, either.
“I think I’ve discovered
what has caused Agent
Wheezer’s drastic change in
personality. Agent Flinch was
the one who gave us the
lead,” Dr. Kim said. “Please,
take another look.”
Brand looked again. This
time he saw a black dot
appear and attack some of the
bacteria. It was much smaller
than the other creatures, but it
was fierce, and soon the
bacteria were dead.
 “What’s that black thing?”
Dr. Kim leaned over and
adjusted the magnification.
This time the menacing dot
seemed much bigger, and
Brand could make out details.
It looked like a cockroach
with spindly legs and
pinchers on its face. It also
looked mechanical.
“That’s a nanobyte,” Dr.
Kim said.
“That’s what they look
like? That’s what we put into
the kids?” Brand asked.
The scientist nodded.
“Each of our agents has
millions of these in their
bloodstream, enhancing and
manipulating their natural
talents and giving them their
remarkable powers. They
give Gluestick his sticky
hands and feet, Pufferfish her
superallergies, Braceface his
morphing braces, Wheezer
her supercharged inhalers,
and Flinch his hyperactive
strength and speed. At least
that’s what our nanobytes do.
The nanobyte you’re looking
at isn’t one of ours.”
Brand saw Duncan arch a
curious eyebrow. He was a
technology geek and loved
anything that needed a
battery. Brand hated to admit
it, but if it wasn’t for Duncan,
he wouldn’t know how many
of the team’s gadgets worked.
“Not one of ours?” Duncan
said. “How is that possible?
We’re the only organization
on Earth that has this
technology—unless we’ve
been infiltrated.”
“No, we haven’t been
infiltrated. Our technology is
still safe. These nanobytes
aren’t from Earth. They’re
alien.”
“Like from outer space?”
Braceface asked.
“No, they’re from an
alternate Earth—the one
Heathcliff visited when he
built the interdimensional
bridge,” Dr. Kim replied.
“While he was there, he
visited a mirror duplicate of
our Playground and he had a
new batch of that universe’s
nanobytes upgrade his body.
They are what has caused his
current condition.”
 “I knew the bobblehead
had something to do with
this,” Jackson muttered.
“Is this somehow
connected to Stoop’s crime
spree and Mr. Miniature?”
Pufferfish asked.
“I’m afraid so. I found
nanobytes inside of Sherman
Stoop, a.k.a. Captain Kapow,
and the incredible shrinking
scientist, too. There were
millions of them in their
bloodstreams and attached to
the base of their brains.”
Flinch gasped. “Brain
eaters!”
“No, not brain eaters.
More like tiny megaphones,
all blasting a specific
message into their heads.”
“The nanobytes are
brainwashing them?” Ms.
Holiday asked.
Dr. Kim nodded. “Yes,
that’s probably the best way
to explain it.”
“If these are Heathcliff’s
nanobytes, how did Matilda
and the others get them?”
Pufferfish asked, peering into
the microscope again.
“I believe he’s
contagious,” Dr. Kim said.
“And worse, the nanobytes
seem to be infecting people
with his personality. Matilda
and the others all
demonstrated the same
symptoms: a sudden elevated
intelligence, paranoia, a sense
of superiority. I believe if
Matilda had the opportunity,
she, too, would have begun
work on some kind of
doomsday device. Heathcliff
is turning people into
supervillains.”
“How is that possible?”
Ms. Holiday asked. “All the
kids have nanobytes, but none
of them are infecting others.
None of them give people
superstrength or make them
crave Ring Dings.”
Dr. Kim nodded. “It seems
that Heathcliff’s nanobytes
have been altered by his
anger. His mental stability
has been in question for some
time, and these things are
working on his brain. Perhaps
the nanobytes were built
differently on the alternative
Earth. We have no way of
checking. There are a number
of things that could have
mutated them.”
“So they’ve adapted to his
crazy?” Jackson asked.
“I’ll have to do more
tests,” Dr. Kim said. “But
right now we have a much
bigger problem. They’re
spreading.”
“How can you be sure?”
Brand asked.
“Mr. Miniature worked in
a grocery store nearly fifteen
miles from here. He’s never
had any contact with
Heathcliff and has never
stepped foot in the
Playground. That means he
got them from someone else.
It could have been someone
who works in this facility, or
it could have been someone
who has been in contact with
an employee. They could
have passed each other on the
street or taken the same bus,
or maybe he was infected by
an unknown third party. We
don’t know. But we should be
prepared. All three of our
infected say they felt a
sudden fever and fatigue,
followed by a drastic change
in mood. They all say they
were happy, and then all of a
sudden boiling with anger.”
“Um, I had a fever,”
Flinch said, raising his hand.
“When?” Brand asked.
 “Last night. I was tired and
angry, too. I thought people
were making fun of me and I
wanted revenge, but then I
went to sleep and it went
away. I feel like myself right
now, though.”
“OK, Dr. Kim, give Flinch
a thorough exam and let me
know if he’s—”
Suddenly, all four of the
children sneezed at the same
time.
 “Is that a call from the
Playground?” Brand asked.
“It’s an incident alarm,”
Ruby explained. “Benjamin is
asking for us.”
Brand ran for the door, but
Ruby stopped him.
“Benjamin says to sit down at
the lab tables. The new
entrance to the Playground
has been installed and is now
ready for use.”
Flinch watched his boss
hesitantly sit down.
“How does it—”
And then all of the seats
dropped through the floor and
into a deep tunnel.
Moments later, Benjamin
hovered around their heads
like an excited bumblebee.
“Police reports are coming
in,” he chirped. The video
screen displayed a photo of a
masked man. “This one is in
Atlanta. He’s calling himself
the Monkey Master. He’s
kidnapped the mayor.”
“Any bets on what kind of
animal he uses in his crime
spree?” Jackson said.
“The lunch lady has the
School Bus ready to go,”
Benjamin said. “Ms. Holiday,
I suggest your mission kit
include a bunch of bananas.”
“Kids, let’s move it,”
Brand said. But he snatched
Flinch by the arm before he
could join them. “Not you.”
“But I feel great!”
Brand had no time to
argue with the boy. He could
tell Flinch was disappointed,
but he would have to get over
it. The world was in big, big
trouble.
YOU’RE ONE TOUGH
COOKIE. I’LL GIVE
YOU THAT. OR
MAYBE I’M JUST
GOING TOO EASY ON
YOU. PERHAPS IT’S
TIME FOR BIGGER
CHALLENGES.
SWIM TEN LAPS IN
THE POOL—
WHOA—CAN’T A GUY
FINISH? I DIDN’T
TELL YOU TO TAKE A
 BOOK INTO THE
POOL. NOW IT’S ALL
WET AND YOU LOOK
LIKE AN IDIOT. HOW
DID YOU GET INTO
THIS PROGRAM?
FIRST, GO BUY
ANOTHER BOOK AND
SET IT ON THE SIDE
OF THE POOL IN A
NICE, DRY PLACE.
SECOND, STRETCH.
YOU’RE STARTING
 TO SEE A PATTERN
HERE, RIGHT? THIRD,
PUSH OFF THE SIDE
OF THE POOL WITH
YOUR FEET AND
GLIDE THROUGH THE
WATER WITH YOUR
ARMS EXTENDED
AND YOUR FACE
POINTING DOWN.
FOURTH, KICK YOUR
FEET. FIFTH, USE ONE
ARM TO STROKE YOU
FORWARD, THEN THE
 OTHER, IN A
CONSTANT RHYTHM,
TURNING YOUR HEAD
TO BREATHE. SIXTH,
DON’T DROWN.
TELL ME HOW MANY
LAPS YOU DID.
HUH, THAT’S IT?
WELL, LET’S JUST
HOPE YOU'RE NOT
CHASED BY A SHARK
ANYTIME SOON.
“A virus?” the Antagonist
said as he walked through his
fortress’s subterranean
dungeon. Every one of his
employees was locked in
chains and raving like a
lunatic. He and Miss
Information were the only
ones who seemed well.
“You’re telling me all of my
henchmen are sick?”
“That’s what my sources
are saying,” Miss Information
said.
“You have sources inside
the NERDS organization?” he
asked, incredulous.
“They do call me Miss
Information,” she said. “I’m
hearing that this sickness is a
virus—an electronic virus.”
 “It’s man-made?” he asked
as he cupped the face of one
of his henchmen. It was a
portrait of murderous anger.
“They’re miniature
robots,” she said.
“Nanobytes,” the
Antagonist said, recalling his
former employer’s obsession
with them. “Do you think I’m
ignorant? I know as much as
anyone about that team.”
“Of course you do,” she
said. “These nanobytes attach
themselves to the victim’s
brain and blast it with signals.
It’s the reason why everyone
is suddenly superintelligent.
It’s also why they believe the
world is out to get them.”
The Antagonist thought
back over the past few weeks.
Hadn’t he suddenly gotten
very smart? Wasn’t he
incredibly paranoid? … Was
he infected with this bizarre
illness, and if so, why wasn’t
he raving like everyone else
who clearly had it?
“I know what you’re
thinking,” Miss Information
said.
“You do?”
“You’re concerned that
this infection will slow down
your plans to take over the
world. You wonder if you can
manage the criminally insane
—especially if they are more
criminally insane than you.
Darling, you have nothing to
worry about.”
“Did you just call me
‘darling’?” he asked.
She wrapped her arms
around his neck and pulled
him close. “We hardly know
each other. I don’t even know
what you look like, but I
know all I need to know.
You’re ruthless, evil, and
brilliant. And that hook! It’s
not just the masks and our
need to crush our enemies
that match. It’s our hearts.”
“But didn’t you say you
wanted to kill me and steal
my empire?”
“I did, and someday I will,
but that doesn’t mean we
can’t be happy until then,”
she purred. “For now, we
should get married. We could
have a family. Imagine it,
Antagonist. The pitter-patter
of evil little feet running
through the fortress.”
The Antagonist found
himself swept away by the
idea. This woman in her skull
mask was awfully cute. He
loved the way she plotted the
destruction of the world
capitals. Could he dare to
dream of love? Would it
distract him from his plots
and plans? But then his heart
swelled in his chest and he
pulled her close. They kissed
—a wild, passionate kiss that
sealed their love. When it was
over, the two held hands; or
rather, she held his hook and
together they gazed into the
masks’ slits where their eyes
were.
 “Next time, darling, we
should take off the masks
before we kiss,” she said.
“Agreed,” he said as he
spit a bit of lint out of his
mouth. “Now, what were you
saying about taking over the
world?”
“Yes, yes—look around
you,” she said, gesturing to
his imprisoned soldiers.
“What do you see?”
“A hundred lunatics all
bent on taking over the
world!”
She shook her head. “No,
that’s not what you see.”
“It isn’t?”
“No, you see opportunity,”
she said. “This virus they
have inside them is spreading.
Everyone who contracts it
joins the ranks of evildoers.”
“And how does that help
me?”
Miss Information giggled.
“Oh, silly, you don’t have to
hide your genius from me. I
know perfectly well that you
are already planning to set
them free.”
“Set them free?”
“Yes, because if we set
them free, they will cause
chaos, especially for the
NERDS. But better than that,
the virus will spread. The
infected will overrun the
world, crippling
governments, conquering the
military, and doing all our
hard work for us. Then they
will turn on one another, and
while they fight it out, we can
sit back and watch it all
unfold, ready to take our
rightful place when there’s no
one left. It’s a genius idea that
only my little love puppy
could imagine.”
The Antagonist nodded.
Of course it was genius. It
was his idea. Though some of
the details were not so clear
until this amazing woman
helped him flesh it all out.
Right?
“Exactly,” he said, pulling
her close and kissing her
again, this time more
passionately. She returned his
affection, and once more they
stood and stared, as if seeing
each other for the first time.
“Darling, we forgot about
the masks, again,” Miss
Information said.
“Um, yes,” he replied,
spitting out another bit of lint.
“Next time. For now, we have
a world to conquer.”
Flinch sat on an
examination table in the
Playground, feeling like a
jerk.
“He benched me,” he said
to Dr. Kim. “The last two
missions I’ve been on I
screwed up. Paris is a mess
and the Empire State
Building is small enough to
step on.”
She shook her head.
“Flinch, that’s not why you’re
here, and even if it was, you
can still be a big help to this
mission. We need to do some
tests. Maybe we can find out
why you didn’t suffer from
the nanobytes like the
others.”
“While I’m on the bench,”
he grumbled.
Dr. Kim and several other
scientists collected blood and
hair samples, peered into his
eyes and nose, checked his
blood pressure and reflexes,
and swabbed the inside of his
cheeks. They examined his
harness and the connection
devices that linked his
bloodstream to it. They took
his temperature, peered at his
tongue, and had him run on a
treadmill, both at superspeed
and under his own natural
power. Then they hurried
away to study the results,
leaving him alone with Dr.
Kim. She was a nice lady, but
she spent the next couple of
hours staring into her
microscope while he tried to
keep himself occupied. Not
an easy task after you’ve
emptied three boxes of hot
cocoa mix into your mouth.
He was so jittery, he fell out
of his chair seven times, but
nothing could take his mind
off his recent failures. As
many times as Dr. Kim tried
to assure him that his role in
the team was important, he
couldn’t shake the suspicion
that he was being punished.
For a moment he wondered if
perhaps the nanobytes were
making him paranoid, but he
didn’t feel like a genius or
that everyone was laughing at
him. He knew he had screwed
up. It was just normal,
regular, everyday paranoia.
Dr. Kim sat down on a
chair in front of him. Her face
looked grim, and he
panicked. “I have the
disease!” he cried before she
could say a word. He was
going to go crazy, too! He
darted across the room and
into one of the empty holding
cells, slammed the door shut,
then took the key and
swallowed it. It was the best
thing for everyone, he told
himself.
“Flinch, come out of the
cell,” Dr. Kim said.
“No! I’m too dangerous,”
he shouted. “I have to lock
myself up for the good of
humankind. Just push a plate
of gummi bears and a juice
box under the door from time
to time. I’ll be fine!”
“Flinch, calm down.
You’re freaking out for no
reason,” the scientist said.
“Don’t try to talk me out
of this, Doc!” he said. “I’m
better off in here, growing my
toenails long and working on
a big bushy beard. Don’t
worry about me. I’ll make
friends with the lint in my
belly button!”
“Agent! You’re not sick!”
Flinch was surprised.
“Huh? But I had a fever. I
wanted to take over the
world.”
“You had the virus, but
you beat it. The alien
nanobytes have been
disabled,” she said. “Your
body created an immunity.”
“Then … Matilda and the
others will get better, too?”
Flinch asked.
“No, I’m afraid not,” Dr.
Kim said. “Their bodies don’t
have the same fighting power
yours does. You see, when a
virus invades, white blood
cells are sent to fight and kill
it. Some viruses are too
strong for the cells, and that’s
how a person gets sick.
That’s what happened to
Matilda and Sherman.”
“Then why didn’t that
happen to me?” Flinch asked.
“Your white blood cells
are different. I’ve never seen
anything like them. They are
flooded with sugar, which
gives them energy, and then
your upgrades supercharge
them, turning them into little
firecrackers. The alien
nanobytes never had a
chance.”
“So I’m not going to go
crazy?”
“Not any crazier than you
are right now,” she said with
a laugh. “You’re not a danger
to anyone, Flinch—except for
those who stand between you
and a box of chocolate-
covered cherries. Come on
out.”
Flinch tried the cell door.
It was locked tight. He gave
his harness knob a twist and
then ripped the door out of
the wall.
Dr. Kim didn’t seem
fazed. “Agent Brand told me
to send you back to class. He
says the team has the Monkey
Master under control and will
be back soon.”
“OK,” Flinch said. He left
and headed for the middle of
the dome. In the center was a
panel of blinking buttons.
One was labeled RETURN TO
CLASS. Before he pushed it
he turned to Dr. Kim, who
had followed him. “Um, sorry
about that door.”
“It happens,” she said.
Flinch grinned and pressed
the button. The gigantic fans
turned on, and soon he was
pushed up through the dome
and into the tunnel system.
He fully expected to land
inside Locker 41, but instead
he found himself in his chair
in Mr. Gilligan’s health class
just as the roll was being
called. Flinch popped up so
quickly that no one even
noticed his arrival.
“Julio Escala? Has anyone
seen Julio Escala?” the
teacher snapped.
“Here!” Julio said.
Mr. Gilligan sighed.
“People! You need to speak
up when I’m calling
attendance. Tommy
Friedman?”
Before Tommy could
answer, there was a knock at
the door. It swung open, and
Ms. Dove and Mrs. Reinhold,
the science teacher, entered
the room. As usual, Ms. Dove
was all smiles, but Mrs.
Reinhold looked like a
vengeful god from Mount
Olympus.
If Flinch hadn’t known
any better, he might have
thought actual flames were
burning in her eyes. He didn’t
need to be told they were
there for him. He slid out of
his chair and followed the
two women down the hall and
into the principal’s office,
where they closed the door
behind him.
“Mr. Escala, I find you in
my office for the second time
this week,” Ms. Dove said
with an exaggerated pouty
face. “You realize there have
only been three days of
school so far. You are not
starting off very well.”
“He threatened me!” Mrs.
Reinhold shouted.
 “Threatened?” Flinch said.
“I did not!”
“He said he would relieve
himself in my classroom!”
Flinch struggled to
respond. What was he
supposed to say? I had to go
save the world, and that kind
of thing is usually urgent?
But he didn’t have to say
anything. Mrs. Reinhold
launched into a fiery tirade,
describing his high crimes
and outlining the bleak future
that lay ahead of him.
He was a troublemaker.
He was disrespectful. He was
a bad role model to the other
children. He didn’t take his
education seriously. He didn’t
listen. He didn’t follow
directions. He didn’t play
well with others. If he didn’t
shape up and fly right, he was
going to find himself in a
heap load of trouble. He
would grow up to be shiftless.
He would disappoint
everyone, but most important,
he would disappoint himself.
He would go through life
sneering at authority and
someday end up in prison.
Yes, prison! In thirty years of
teaching she had never seen
anything like this. She didn’t
know what had gotten into
kids these days. They had no
respect. When she was a
student she would never have
been so disrespectful to a
teacher. She blamed the video
games. She truly thought the
world was falling apart and
wondered if she could find
work as a waitress.
When Mrs. Reinhold
finally talked herself into
exhaustion, she plopped
down onto a chair to catch
her breath. Flinch turned to
Ms. Dove, fully prepared for
another lecture, but the big-
eyed woman just smiled.
“What are we going to do
with you, Mr. Escala?”
The answer was another
detention.
Mrs. Reinhold and Ms.
Dove walked him down the
hall to the detention room.
Flinch took his seat and put
his head down in disgrace.
Mama Rosa was going to kill
him. In three days he had
gone from nerd to full-
fledged juvenile delinquent.
“Psst,” a voice said from
behind his head. He sat up
and turned. The four boys
who had bullied him on the
first day were all sitting in a
row. He expected them to
either be angry at his
manhandling or completely
terrified of his inhuman
strength. But they were
grinning at him and nodding
with respect. He scanned the
room and saw that everyone
else was also watching him
with an odd sense of awe. It
was almost as if he was one
of them, now that he’d been
tossed into detention twice in
the same week.
“Yo, bro,” the kid with the
red hair said. “Welcome
back.”

When he got home, he found

a note on the kitchen table. It
read, I’m very disappointed.
We will discuss this after my
stories.
Anxiety made Flinch
fidget even more than usual.
Mama Rosa must have
thought he had lost his mind.
He couldn’t wait for her soap
operas to be over. He needed
to explain himself the best he
could. He ran through the
house, but before his foot hit
the first stair, he was rocked
by a massive explosion.
 “What was that?” he cried,
pushing himself to his feet.
Mama Rosa came down
the steps, stomping like an
angry bull. Strapped to her
back were two silver canisters
almost as big as garbage cans.
A single tube led from the
canisters to a nozzle in her
hand. The nozzle was
dripping something that
smelled like fuel onto the rug.
“Mama Rosa!”
 “That’s not my name
anymore! My name is Hot
Tamale!”
She was infected.
If the name and the
flamethrower hadn’t given it
away, there was also her
flushed face and angry red
eyes. Flinch tried to stay
calm. He had to keep the old
woman from doing anything
drastic.
“So, that’s a nice
flamethrower, Hot Tamale.
What do you plan on doing
with it?” Flinch asked.
“I’m going to burn down
Mrs. Valencia’s rose garden,”
Mama Rosa said as she
pushed past him and out the
front door.
Years ago Mama Rosa and
Mrs. Valencia were the best
of friends. They played
dominoes on the front porch
and drank mojitos at an
alarming rate. They loved to
talk about gardening, and
both considered themselves
experts when it came to
growing beautiful, blooming
roses. But one year they both
entered a contest held by the
Arlington Botanical Garden,
and Mrs. Valencia’s roses
won. Mama Rosa never spoke
to her friend again. She sat on
the porch, envying Mrs.
Valencia as she spread her
prize, a year’s supply of
mulch, across her bulb
garden. A confrontation had
been brewing for years, but
no one suspected it would
involve a flamethrower.
“You can’t burn down her
rose garden, Mama,” Flinch
said. The old woman tried to
shoo him away, but he stayed
close to her side.
“She shouldn’t have
laughed at me!” Mama Rosa
said.
 There was that phrase
again. “They laughed at me.”
He had heard Captain Kapow
say the same thing. He’d
heard Mr. Miniature say it,
too. When his own fever was
raging, he was certain that
others were snickering behind
his back. How could he
convince Mama Rosa
otherwise?
The old woman stopped
her march right in front of
Mrs. Valencia’s home. She
raised her hose and sprayed
her flames, scorching Mrs.
Valencia’s front yard. When
she turned off the hose, the
grass was black and
smoldering. She cackled
proudly.
Flinch pinched his nose
and heard the com-link in his
head activate. “I’ve got
another infected supervillain
on my hands.”
 “Who?” Agent Brand
asked when he came online.
“My grandma!”
“Can you handle it until I
can get the team there?
Everyone has left for the day.
I can’t even get Ms. Holiday
on the phone,” Brand said.
“She’s mi familia, boss.
I’ll handle this. I’m just
letting you know Dr. Kim is
right. It’s spreading.”
Mama Rosa blasted the
weeping willow growing in
Mrs. Valencia’s front yard.
Soon the tree was a bonfire.
A moment later Mrs.
Valencia, wearing an apron
and carrying a rolling pin,
came racing out of the house.
She was angry.
“Rosa, what are you
doing?” she cried.
“Something I should have
done a long time ago,
woman,” Rosa said. “I’m
going to settle the score.
Don’t believe what they say
—revenge is a dish best
served hot!”
Mama Rosa blasted fire
into the sky to emphasize her
point.
“Have you lost your
mind?” Mrs. Valencia
shouted.
“Quite the contrary! I have
finally found it,” Mama Rosa
shouted back, blasting Mrs.
Valencia’s shrubs.
“You think I’m going to
just let that happen, Rosa?”
Mrs. Valencia asked. “You
think you can stand here and
burn my prize-winning roses
and laugh about it? Well, I’m
sick of you laughing at me.
I’m sick of everyone laughing
at me.”
From inside her apron she
pulled out a whistle. It was
covered in blinking lights and
knobs. Flinch had never seen
anything like it outside of the
Playground—which made
him very nervous. Mrs.
Valencia put the whistle to
her mouth … and suddenly
his eardrums felt like they
were exploding. The high-
pitched squeal shattered
windows, set off car alarms,
and knocked him and Mama
Rosa to the pavement.
With ringing ears, Flinch
helped Mama Rosa stand up.
She was still dazed from the
attack, which meant it was
the perfect time to relieve her
of her flamethrower.
“Every day I have to hear
your stupid soap operas
blasting through the window
of your home, Rosa,” Mrs.
Valencia shouted. “All that
noise is bad for the air. It’s
bad for the neighborhood, and
it’s bad for my flowers! I
built this little machine to
show you what it’s like to not
be able to hear yourself think.
I guess you won’t be laughing
at me again, will you, Rosa? I
guess you’ll think twice
before getting in the way of
the Whistle Wizard!”
Mrs. Valencia lifted her
whistle to her mouth, but
Flinch was already on the
move. He dashed into his
neighbor’s yard, leaped over
the roaring fire that was once
her hydrangea bush, and
snatched the weapon out of
her hand. Then he pulverized
it beneath the heel of his
sneaker.
“You fool!” the woman
said. “You’ve foiled my
plans!”
There was a massive
thump that shook the ground,
and everyone fell over again,
even Mrs. Valencia. That
thump was followed by
another and then another and
another, each one growing in
intensity. The trees shook,
and one even uprooted,
collapsing onto a nearby car.
A crack in the concrete grew
and grew, widening into a
trench and ripping the
neighborhood in two. When it
was finished splitting, Mama
Rosa was on one side of a
wide, jagged ditch and Flinch
was on the other.
 “Julio?” she cried. “What
is causing this?”
Flinch looked down the
street and nearly threw up his
Twinkies. Stomping toward
them was a mechanical
creature nearly three stories
tall. Its body had the shape of
a man, but its head was a
transparent orb. Inside was a
very familiar face—Old Man
Augustine. Every kid in the
neighborhood knew the old
coot, and so did every toy
store in a one-mile radius.
Old Man Augustine was
known as “the ball bandit.”
Old Man Augustine had
constructed a six-foot fence
around his entire property.
Some said it was because he
wanted privacy, but the kids
knew different. Any stray ball
that had the sad fate of flying
over the fence and into his
yard was never seen again;
footballs, soccer balls,
stickballs, baseballs—all
vanished in the Bermuda
Triangle of Fun. There were
neighborhood rumors about
what the old man did with the
captured balls. Some said he
made millions selling them
on the Internet. Others said he
melted them down and sold
them to a third world country
struggling with shortages of
rubber and pigskin. Still
others said he kept them all in
a bizarre, underground
museum dedicated to his
efforts in ruining childhoods.


And now Old Man

Augustine had a giant robot.
Flinch couldn’t help but
wonder which kid had
accidentally tossed that into
his yard.
“I have warned everyone
in this neighborhood to keep
off my lawn!” the old man’s
voice boomed. His voice was
electronically magnified,
giving it an eerie, mechanical
thrum. “I work hard to keep it
nice, and you might think
that’s funny, but it’s not. I’ve
heard you all laughing about
it. Well, I’ll show you what’s
hilarious!”
There was an explosion of
steam and flame and the giant
robot’s fist separated from its
arm and flew toward Flinch.
Instinctively, he leaped into
the air just before it crashed
into him. He landed on the
other side of the trench, right
next to Mama Rosa.
His grandmother shook off
her insanity long enough to
look stunned. “Julio, how did
you—?”
“Milk does a body good,
Mama Rosa,” Flinch said. He
didn’t have time to worry
about her discovering his
powers and had even less
time to explain them. “I’m
just going to go and take care
of that robot. I’ll be right
back.”
Flinch turned and ran with
a burst of speed so powerful
it blew Mama Rosa’s hair out
of the bun on the top of her
head. He burned a path
toward the colossus while
sorting through his possible
plans. OK, superpunch?
Should he try to tear its head
off? Tie up its feet with a big
rope?
 But while pondering these
possibilities, a little voice
reminded him that he was a
freak. He had screwed up the
last two missions he was in
charge of, and now he was on
his way to screwing up a
third. What if he just wasn’t
good at decisions?
“Before I put up my fence,
you heathens ran through my
property like a herd of cows,
tearing up the flowers and
turning everything to mud.
All for your stupid balls!
Well, do you want your balls
back? Here they are!”
A cannon boom shook the
air, and a hailstorm of
footballs, baseballs, tennis
balls, basketballs, soccer
balls, a few Frisbees, and at
least one Hula-Hoop flew out
of the robot’s chest. Flinch
did his best to avoid them,
zigzagging through the
assault, but there were so
many. A rubber dodgeball
smacked him on the head, but
he shook it off and kept
running toward the robot.
When he got close enough, he
landed a massive punch right
at its leg, knocking it clean
off its body.
The giant robot teetered
back and forth on one limb
before finally tumbling over.
The impact knocked down
Old Man Augustine’s entire
fence, but in a bizarre
miracle, the lawn was
completely untouched.
“What in the world is
going on?!” Mama Rosa
demanded.
Flinch looked at her and
sighed. “It’s time you knew
the truth.”
“The truth about what?”
Suddenly, Mr. Crabapple
from down the street squealed
into view on a converted
riding lawn mower covered in
sharp, spinning blades. Not
far behind him, Dean Barton
from the next block over
snapped pictures with a
bizarre camera that seemed to
steal everything it captured
on film. Behind him were the
Soreil twins, a couple of
precocious girls in pink
dresses, each swinging
electrified jump ropes as if
they were inviting Flinch to
join them in a deadly game of
double Dutch.
Flinch squeezed his nose
to activate the com-link again
and soon heard Agent Brand
on the other end.
“Did you handle your
situation, Agent?” Brand
asked.
“Yes and no,” Flinch said.
“My grandmother is fine, but
my neighborhood is losing its
mind.”


Antagonist: How is ur day?

Msinformation: Good. U?
Antagonist: Awesome.
Watching the
news. There
are
supervillains
everywhere!
Msinformation:
Antagonist: There’s a crazy
in Delaware
calling
himself
Captain
Cavity. Built
a machine
that gives
people tooth
decay.
Msinformation: Everyone
 is a captain.
Antagonist: lol.
Everyone!!!!
Msinformation: Fail!
Antagonist: lol! Can’t wait
for our date
tonight …
Msinformation: I can’t wait
to see you
cooking for
me.
Antagonist: I’m not really
 going to
cook. I
kidnapped
the guy who
won last
year’s
goulash
cook-off.
Msinformation: Love, love,
love goulash!
Antagonist: I love you.
Msinformation: :<3
Antagonist: What Is: <3?
Msinformation: A kiss.
Duh! You’re
so cute.
Antagonist: Not as cute as
you.
Msinformation: No, you’re
cute.
Antagonist: Don’t argue.
You’re the
cute one.
Msinformation: Don’t tell
me what
 to do! If I
say
you’re
cute,
you’re
cute.
Antagonist: If you don’t
stop and
admit you are
far cuter than
I am, then I
can’t be held
responsible
 for the pain
and misery I
will heap on
you.
Msinformation: And If you
don’t
accept the
fact that I
think
you’re
cuter, I
will make
sure that
 you never
get
another
night of
rest for
fear of
me killing
you in
your
sleep.
Antagonist: You are going
to look so
cute trying to
 crawl out of
my shark
tank.
Msinformation: And you
will look
cute when
my giant
laser
slices you
in half.
Antagonist: We are perfect
for each
other.
Msinformation: That’s
’cause we’re
cute
The next morning Agent
Brand found himself in the
briefing room with the
NERDS (minus Matilda), Ms.
Holiday, the lunch lady,
Benjamin, and Dr. Kim.
General Savage was linked
via satellite.
 Dr. Kim wore a concerned
expression. Brand didn’t like
it. Scientists were supposed to
be optimistic. They put their
faith in numbers and ideas,
and they thought the answers
to even the biggest questions
were right around the corner.
When they looked nervous,
that didn’t bode well.
“I’ve examined Flinch’s
grandmother, as well as the
dozen other people from her
neighborhood, and all are
infected with Heathcliff’s
mutated nanobytes. It’s likely
that we’re seeing the
beginning of an epidemic.”
“An epidemic?” Ms.
Holiday repeated, horrified.
Dr. Kim nodded.
“Benjamin, can you assist?”
The blue orb darted around
the room. “I’d be happy to
help, Dr. Kim.”
The walls flipped over to
reveal a collection of massive
computer screens. One had a
map of the greater
Washington, D.C., area on it,
while another had a highly
magnified image of a
nanobyte. Then there were
charts of the circulatory
system of a human body.
Another screen showed a
gallery of pictures, each a
portrait of a normal citizen
who had suddenly developed
a desire to take over the
world. Many of them wore
masks and bizarre costumes,
and all of them held some
strange weapon in their
hands.
“Heathcliff’s nanobytes
are self-replicating,” the
doctor said.
“And that means … ?”
Jackson asked.
“They’re cloning
themselves,” Duncan
explained.
 “Exactly,” Dr. Kim said.
“And they’re doing it at an
astounding speed. Their
numbers double every ten
minutes. Plus, there’s another
troubling discovery. As I told
you before, the nanobytes are
broadcasting a message into
the minds of their victims.
Our science team has
managed to isolate it …
Benjamin?”
Benjamin clicked and a
voice filled the room. It had a
determined, almost fevered
intensity. “You are smarter
than everyone else. Everyone
you know is a fool. They
don’t respect your intellect.
But they will pay. Oh yes,
they will pay. When you take
over the world, they will fall
to their knees and beg for
your mercy, but they will find
you have none! They
shouldn’t have laughed at
you. You will have the last
laugh!”
“That voice!” Pufferfish
said.
“It’s Heathcliff,” Brand
snarled. “Even when he’s
asleep, he’s trying to take
over the world. We need to
lock down the facility.”
“You can’t lock us in,”
Ms. Holiday said.
“Ms. Holiday is correct,”
Dr. Kim said. “We’re the
only group capable of dealing
with the insanity out there. If
the team is trapped down
here, the problems will get
worse.”
“What are your
projections, Dr. Kim?”
General Savage asked. “What
kind of time do we have
before it goes global?”
A sectional map of the
world appeared on all of the
screens. It was scattered with
red dots, mostly concentrated
on the East Coast of the
United States and Western
Europe. But as Brand studied
the map the dots began to
spread. The map zoomed out
to show the entire world, and
the little red dots appeared on
every continent. The dots
multiplied faster and faster,
and soon there wasn’t an
inhabited place on Earth that
wasn’t bright red.
“How long?” the lunch
lady asked.
“Three days,” Benjamin
said. “Maybe longer.”
“But not much longer,”
Dr. Kim added.
Brand looked around the
room. “So what do we do?”
The group grew very
quiet.
Brand slammed his hand
down on a desk. “Nothing?
We don’t have a plan? We’re
just going to let the world
end?” He shuddered,
envisioning the inevitable.
When would Ms. Holiday
succumb? The lunch lady?
General Savage? The team?
What would happen when it
was his turn and he was
dreaming of taking over the
world or building a freeze
ray?
“If the virus is mechanical
in nature, can’t we just send
out an electromagnetic pulse?
That usually disables
electronics,” Duncan said.
“We tried that,” Dr. Kim
said. “Heathcliff’s nanobytes
have developed some kind of
shield. Perhaps the machine
that installed them in his head
understood that one EMP
blast could kill him, so it
came with protection.”
“What about Heathcliff?”
Savage said. “If he’s got
some transmitter inside him,
can’t we just go in and take it
out?”
“You’re suggesting some
sort of operation,” Ms.
Holiday said.
“It’s in his brain, right?
Would he survive it?”
Pufferfish asked.
“We’ve thought of that,
too,” Dr. Kim said. “We
located the transmitter, but
—”
“Then cut it out!” Savage
cried.
“It’s not that simple, sir,”
Dr. Kim said.
“The transmitter is as
small as a nanobyte, which is
microscopic,” Benjamin
twittered. “If we had a
surgeon who could find it, he
or she would have to cut into
Heathcliff’s brain, which in
its current state is enormous.
There isn’t a doctor alive who
would know how to find it.”
 “And it could kill
Heathcliff,” Dr. Kim added.
There was a silence in the
room.
“No,” Brand said.
“Heathcliff may be an insane
monster and full of alien
robots, but he is still an
eleven-year-old boy.”
“But we’re talking about
the end of the world here!”
Savage barked.
“We still have at least
three days, sir,” Brand said.
“I agree with Agent
Brand,” Dr. Kim said.
“We’ve got a team of one
hundred of the smartest
scientists to ever walk the
planet dedicating all their
considerable brainpower to
coming up with a solution.”
“So what do we do in the
meantime?” Ms. Holiday
asked.
“We screen everyone on
the team for infections,” Dr.
Kim said. “We’ll do it every
couple of hours. Anyone who
has as an alien nanobyte will
be quarantined immediately
to prevent him or her from
infecting others.”
“Everyone?” Ms. Holiday
asked.
“Better safe than sorry,”
Agent Brand said. “Doctor,
what can we do to help the
science team?”
 “Stay out of the way and
let us do our work,” Dr. Kim
said. “And perhaps spend
some time with the people
you love while you still can.
They may try to take over the
world at any minute.”
“If that’s all, the children
should get to class,” Ms.
Holiday said. “The new
principal is watching them
like a hawk.”
“Can we stop with the bird
references?” Jackson said.
The lunch lady nodded his
head in agreement. “Listen,
we’re going to have to do
something about her and
quick. She’s taken too big of
an interest in the team.”
Brand nodded. “It’s on the
list. Right now, we’ve got
more important things to do
than worry about Ms. Dove.”
“Easy for you to say,”
Flinch remarked. “You
haven’t been in detention
twice this week. I’m starting
to get a reputation.”
“Yeah, I hear some of the
kids even think he’s cool,”
Jackson said.
 WOW, WATCHING
YOU DO ALL THIS
EXERCISING IS
EXHAUSTING. I NEED
TO SIT DOWN AND
TAKE A BREAK.
PHEW! NO, I’M FINE. I
JUST GET A LITTLE
WINDED SOMETIMES.
ALL RIGHT, LET’S
GET BACK INTO IT.
THE NEXT FITNESS
CHALLENGE IS A
LITTLE THING I CALL
“BOOK HEFTING.”
WHAT YOU DO IS
TAKE A BOOK AND
THROW IT AS FAR AS
YOU CAN.
WHY?
WELL, THERE ARE
TWO REASONS.
FIRST, IT WILL SHOW
US HOW STRONG YOU
ARE, AND SECOND, IT
WILL MOST LIKELY
DESTROY THE BOOK
AND YOU WILL HAVE
TO BUY ANOTHER
ONE—CHA-CHING!


SO, BEND AT THE

KNEES AND THROW
YOUR BOOK WITH
ALL YOUR MIGHT.
THEN USE A TAPE
MEASURE TO
CALCULATE HOW
FAR YOU TOSSED IT.
WHAT’S THE
DISTANCE?
WOW, I HOPE YOUR
BOOK ISN’T FROM
THE LIBRARY.
Duncan invited Flinch to
stay with his family now that
Mama Rosa was in
quarantine, but Flinch
declined. He didn’t want to
be too far away from his
grandmother, so he stayed in
the Playground on a foldaway
cot. Mama Rosa was his only
family, and knowing that she
was sick kept him up half the
night.
He wasn’t alone. Agent
Brand drifted from one room
of the Playground to another
watching Heathcliff and
studying the tests the science
team had done on the virus.
He looked worried and
frustrated, but Flinch
suspected he wanted to be left
alone.
In the morning, Flinch got
himself ready for school.
Mama Rosa usually made a
huge breakfast for the two of
them, so it was strange to eat
alone. With Ms. Dove’s “no
junk food” policy, he decided
to load up on sweets before
his first class. Mama Rosa
would never have allowed
him to eat something called
Not Really Sugar Smacks, let
alone four boxes of it. By the
time Flinch was finished with
breakfast, he was so wound
up, he thought he could see
ghosts. But he knew he
needed all that sugar to get
through the day.
When he got to his first
class, he was a sweaty,
panting mess. Pushing aside
his fears for his grandmother,
he took out his books and
paper and prepared to take
notes. From the corner of his
eye, he caught a glimpse of a
figure in the doorway. Ms.
Dove’s eyes were glued on
him. He gave her a sheepish
smile, wanting her to believe
he didn’t mind, but he hated
being watched. He knew she
would eventually see
something she shouldn’t, and
the team’s secret would be
exposed. He had to find a
way to distract her, but his
mind was so jumbled with
half possibilities that he
couldn’t focus. The more he
thought about it, the more
nervous he grew until he was
ready to scream. He squeezed
his nose and waited for
Brand’s voice.
“What is it, Agent?” the
director asked. He sounded
tired.
“The principal is staring at
me,” Flinch whispered.
“That woman!” Brand
growled. “Don’t let her shake
you.”
“Please, everyone, would
you pass your homework to
the front of the class,” his
teacher said.
Flinch froze.
“Homework!” he
whispered. “I didn’t do my
math homework. Aaack! I
didn’t do any of my
homework. Yesterday I was
too busy saving my
neighborhood from giant ball-
stealing robots and
grandmothers with
homemade flamethrowers. I
went to bed without eating
dinner! I didn’t even eat
dessert! I never do that!”
Suddenly, his teacher, Mr.
Poole, leaned over him.
“Who are you talking to,
Julio?”
Flinch gulped. “No one,
sir. Just taking some mental
notes.”
“I see. The only thing I
don’t see is your homework.”
Flinch tried to smile. “I
didn’t get a chance to do it.”
“You didn’t get a chance
to do it?” Mr. Poole turned to
the class. “Did anyone else
not get a chance to do their
math homework?”
The room was silent.
“I see. I wonder why they
found time to do it and you
didn’t. It’s a mystery. Would
you care to explain?”
In a panic, Flinch tried to
explain, but he was so hyper
it came out as nonsense. “I
broke my face on a chili pot
and there were monkey
pirates invading from the
sun!” Then he let out a
strangled cry.
“Aaarrggggheeeeeee!”


“Agent Flinch, you need to

relax,” Brand’s voice said in
his ear. “It’s obvious Ms.
Dove is after you. She’s told
your teacher to give you a
hard time to try to get some
kind of reaction out of you.
Maybe she wants you to say
something disrespectful or to
make a scene in class so she
can have another excuse to
send you to detention. Don’t
give her the satisfaction.”
Flinch looked at the door
again. Ms. Dove was
hovering there, as if waiting
for her turn to smack the
piñata with a stick. Brand was
right, but it didn’t make
Flinch feel better. In fact, he
felt on the verge of a nervous
breakdown.
“I’m waiting, Mr. Escala!”
Mr. Poole said.
“OK, kid, listen up,”
Brand said. “I went to
boarding school and I know
how to handle teachers who
spend all their time trying to
embarrass you. Just repeat
everything I say and say it as
sincerely as you can.”
Flinch listened to
everything Brand said, and he
recited it word for word, as
seriously as he could.
“There’s no mystery, Mr.
Poole. I didn’t manage my
time well last night because I
was preoccupied with family
issues. I realize that by not
doing the assigned work I
slow down an ambitious
lesson plan and make it
harder on my peers to learn. I
apologize to you and
everyone in class for my lack
of commitment and vow that
this will not happen again.”
Mr. Poole blinked hard as
if he had just seen Bigfoot.
His eyes were wide and his
mouth seemed to be working
out some kind of silent
response. Flinch watched him
struggle to make a sound.
“Very well, Julio.”
Brand’s voice was in
Flinch’s ear again. “If you
talk to them with respect,
they will do backflips for
you. A teacher never expects
an apology. It works every
time.”
 Flinch glanced back
toward the door. Ms. Dove
was still watching him.
When class was over, she
followed him to the next one,
and then the next, and then
the next after that. In each
class, Brand told him the
right thing to say to the
teacher to get him or her off
his back. By the time lunch
rolled around Flinch noticed
that Ms. Dove was losing her
smile. In fact, her face was
curling up in a scowl fit for a
hawk.
Flinch sat at his lonely
cafeteria table picking at the
chicken casserole surprise the
lunch lady had prepared.
Though Flinch had hoped the
pilot had slipped in some
candy corn as the “surprise,”
there was nothing there when
he got to the bottom of the
bowl.
 “Hey, what’s up?”
Flinch turned and saw a
group of kids standing over
him. They were the same four
bullies who shoved him into
his locker. He mentally
prepared himself for a
barrage of spitballs or an
atomic wedgie. “Listen, guys
—”
The boys grabbed some
chairs from other tables,
including a few that still had
kids sitting in them, and sat
down next to him, uninvited.
A moment later they were all
talking at once about a
million different things,
shouting over one another,
and occasionally punching
each other in the arm.
“So, that was pretty
awesome how you threw us
down the hallway,” the red-
haired boy said. He had
introduced himself as Wyatt.
 “Yeah!” his buddy Jessie
said, whistling with every
word. “I’ve got a huge purple
bruise.”
The short boy, who called
himself Toad, lifted up the
back of his shirt. “Me, too!
Mine is shaped like Texas!”
“We’re going down to the
train station to throw rocks at
pigeons after school if you
wanna come,” the chubby one
said. His friends called him
Hooper.
“You want me to come
with you?” Flinch asked.
“Yeah,” Toad said.
“Um, didn’t you guys
shove me in my locker the
other day?”
“Yeah,” Jessie said.
“You realize that bullies
don’t usually hang out with
—”
“You think we’re
bullies?!” Wyatt exclaimed.
 All the boys shouted
protests.
“We’re not bullies! We’re
juvenile delinquents,” Toad
croaked. His voice was much
deeper than the others’.
“What’s the difference?”
Flinch asked.
“There’s a world of
difference!” Hooper cried. “A
bully is a moron who has to
pull down others to make
himself feel big. A juvenile
delinquent is an artist!”
“An artist?”
“Absolutely!” Jessie
whistled. “We don’t paint or
sculpt, but what we create is a
masterpiece of havoc,
whether it’s stuffing
squeezable cheese into your
socks or unscrewing the cap
on the saltshaker in your
favorite restaurant. We’re the
Michelangelos of Mischief.”
“You guys are pulling all
the school pranks?” Flinch
asked. These boys must be
the ones running Agent Brand
ragged as a janitor. “Aren’t
you guys afraid of getting
caught?”
The boys roared with
laughter. “We get caught all
the time!” Toad said. “Why
do you think we’re in
detention? And in you, we
see a kindred spirit—another
artist, if you will.”
 “Me?”
“You must have done
something to get the principal
on your case,” Wyatt said.
“Hey! You’re not the kid that
keeps stealing the letters off
the movie theater sign, are
you?”
Flinch shook his head.
“Whoever is doing that is
an inspiration to juvenile
delinquents everywhere,”
Toad said.
 Hooper laughed. “Last
week there was a movie
playing called Trouble in the
Deep Water. He changed the
sign to read The Turd in the
Bowl.”
“Star Wars Festival turned
into Fart Wars,” Toad said.
“Last month the sign
advertised a movie called Eat
Pray Fart!” Hooper
exclaimed.
“It’s truly groundbreaking
work,” Wyatt said. “He’s
taking the juvenile delinquent
world by storm!”
All of the boys laughed.
Toad nearly fell out of his
seat. Even Flinch laughed,
right before he sneezed.
“Wow! You got some
serious allergies, bro,” Wyatt
said.
“We should record that
and make it Ms. Dove’s voice
mail message,” Hooper
suggested.
“Flinch, I need you in the
Playground on the double.
We’ve got a problem,”
Pufferfish told him through
the com-link.
“So what do you say,
dude? You hanging with us?
Those rocks aren’t going to
throw themselves,” Hooper
said.
“Listen, thanks for the
invite but I gotta go,” Flinch
said as he stood up from the
table.
“I told you the guy had a
secret life!” Wyatt cried.
Flinch froze. How did
Wyatt know? Had he seen
him sneak into Locker 41?
Had he spotted him running
to school at superspeed? “Um
—”
“You’re the one that keeps
letting off stink bombs in Ms.
Bailey’s class!”
 “Yep—busted,” Flinch
lied. It was best for the boys
to think he was pulling pranks
instead of wondering what he
was doing when he
disappeared.
“Dude, that’s classic!”
Toad croaked.
The other boys all agreed
that it was indeed “classic.”
“All right, dude,” Hooper
said. “You go do your thing.
We’ve got some serious
pranks to pull before the end
of the day, too.”
Wyatt opened up his
backpack. Flinch saw it was
stuffed tight with chocolate
snack cakes. They were tubes
of chocolate with cream
filling called Ho Hos. Flinch
had eaten a million of them in
his day.
“What are those for?”
“We’re dumping them in
the girl’s bathroom toilets
where they will magically be
transformed into floating
number twos. It’s going to be
hilarious when the girls run
out of the bathroom looking
like they’re going to barf!”
“FLINCH. We need you
now!” Pufferfish shouted
loud enough to rattle Flinch’s
brain.
“Well, have fun,” Flinch
said before he left. As he
hurried from the cafeteria, he
looked back at the boys.
What a strange world middle
school was. No one was
exactly who they seemed.
Even the troublemakers had
layers.
Moments later, Flinch
leaped into Locker 41. When
he reached the floor of the
Playground, his team was
waiting for him—or rather,
what was left of it. Nearly
fifty of the scientists were
now locked away in
quarantine.
“They’re all infected?”
Flinch asked.
Brand nodded. “And there
may be more, but right now
we can’t be certain. The
results from the first round of
testing were corrupted, so
we’re going to start over. But
that’s not our biggest concern
right now. Suit up. The
School Bus is ready.”
 “Where are we going?”
Flinch asked.
“Pack your sunglasses,
shaky,” Jackson said. “We’re
going to Hollywood.”

Ten minutes later, the School

Bus was breaking the Earth’s
gravitational pull and making
a U-turn to California. Flinch
watched the red glow of the
superheated ship’s hull out
the window while chewing on
his fingernails. The last
couple of missions had all
been technically successful,
but they were also disastrous,
and it was mostly his fault.
He just hoped that Agent
Brand would finally see that
he shouldn’t be leading the
team.
Ms. Holiday unstrapped
herself from her seat. “Time
for your mission. Benjamin,
can you help me out with this
one?”
 “Of course,” the little blue
orb chirped. Spinning like a
top in midair, it projected a
360-degree image along the
walls of the rocket. Flinch
saw a hulking giant with two
heads, four arms, and four
legs standing nearly ten feet
tall. It was stampeding down
Hollywood Boulevard,
kicking cars aside and
terrorizing everyone it
passed. Then the video
changed to a news reporter
standing on the side of the
very same street. She
gestured toward the creature
that was rapidly approaching
from behind her, but much to
Flinch’s surprise, she didn’t
seem at all concerned.
“As you can see, today’s
film shoot is tying up traffic
from here to Wilshire, and I
have to say, that is one
amazing-looking robot,” the
reporter said. “The magic of
moviemaking is alive and
well, folks.”
The video cut to a man
sitting at a desk. “Carla, how
long do they say the shoot
will last? I’m sure that’s
backing traffic up for miles.”
“At this moment there
seems to be confusion as to
who exactly is shooting the
movie, but as soon as I get
word, I’ll report back to you,”
the reporter said.
 “Why are we getting
involved with
moviemaking?” Gluestick
asked.
“That’s not a movie. It’s
the real thing. We’ve told the
local press we’re a production
company shooting a movie
called The Monstrosity, and
it’s important to keep them
believing it as long as we
can,” Agent Brand said.
“People are already tense
from the sudden crime wave.
If they think a two-headed
giant is terrorizing a major
city it will lead to panic.”
Pufferfish slipped on her
parachute. “So, what is it—a
mutant? A robot?”
“No, it’s an actor,” Ms.
Holiday said. “I’ve used
facial recognition technology
on one of the heads and I’ve
identified him.”
“Facial recognition
technology?” Flinch asked.
“What’s that?”
“It’s a computer program.
I tapped into a database filled
with photos of people from
all over the world. It searched
every published photo, trying
to match the eyes, bone
structure, and nose of our
giant. It took a bit longer
because I was searching
criminal records first. That’s
the problem with this
epidemic. The usual suspects
aren’t the usual suspects; it’s
regular people who are
causing all the problems.
Well, anyway, when I
expanded the search I found
him right away. His name is
Justin Maines.”
“The Justin Maines?”
Duncan cried.
“You know him?” Brand
asked.
“Of course! He was on my
favorite show of all time,
Space Trek! He was one of
the red shirts.”
“What’s a red shirt?”
Braceface asked.
“The show was about a
spaceship that investigated
alien worlds. The people in
charge wore yellow shirts,
and the science and medical
teams wore blue. But if the
character had a red shirt on,
he was a low-level member of
the team, which meant there
was a pretty good chance he
was going to get killed or
eaten or sucked into a time
vortex and you’d never see
him again.”
“Gluestick, sometimes
your nerdiness is
frightening,” Braceface said.
“But he’s right, Jackson,”
Ms. Holiday said. “Mr.
Maines was in fifty-seven
episodes of that show, and he
died in every single one.
Since then, he’s made a
career out of playing dead
bodies on crime shows. They
call him the ‘king of extras.’”
“Which makes a lot of
sense when you take a good
look at him—he’s got a
couple extra arms and legs
and an extra head,” Flinch
said.
“Let me guess: He’s got a
ray gun,” Pufferfish offered.
 Ms. Holiday nodded.
“We’re not sure how it
works, but it appears to
duplicate the molecular
structure of anything it blasts,
and then it rearranges the two
copies into one solid form.”
“I’ve always wondered
what it would be like to have
two heads,” Flinch said. “I
bet I could eat twice the
candy!”
“Agent Flinch, you are not
allowed to get hit with the ray
on purpose,” Brand ordered.
Ms. Holiday helped Flinch
put on his parachute, then
passed him a sack of red
ropes. He slurped down five
like they were strands of
spaghetti.
She helped Duncan next.
“Wow! Justin Maines!”
Duncan said, grinning.
“When we stop his maniacal
plot to take over the world,
I’m totally going to ask for
his autograph.”
“We’re over the drop
site!” the lunch lady
announced as he left the
cockpit to help open the
hatch.
“And remember, if you
feel odd, if you get a fever or
a sore throat, or feel like
you’re smarter than everyone
else, you’re probably
infected,” Brand shouted over
the wind that whipped into
the cabin from outside. “You
must let us know right away.”
Flinch eyed his teammates
warily. Any one of them
might be the next to succumb.
He couldn’t help but feel
suspicious, but he hated to
think of his friends that way.
They had been through so
much together as spies and as
buddies. He felt guilty
preparing himself to fight
them.
And what about the
adults? He was very
concerned about the lunch
lady, who, he had to admit,
was a rough-around-the-
edges type already. As an ex-
soldier, the lunch lady had
seen a lot of combat in very
dangerous places. There were
rumors in the Playground that
he was once a demolition
expert, only he thought using
explosives was cheating and
just beat the building silly
with his bare hands. Mr.
Brand was no slouch, either.
Despite his cane, everyone
knew the director was the
United States’ greatest secret
agent. And then there was
Ms. Holiday, who looked
sweet and loving but was a
trained fighter. He hoped he
never had to find out what it
was like to go head-to-head
with any of them.
 Flinch shoved three more
strands of licorice into his
mouth, and fearlessly jumped
out of the plane into the open
air. In no time he landed next
to the team in the middle of
Sunset Strip, one of
downtown L.A.’s most
popular areas. It was lined
with shops and tattoo parlors,
all night diners and parking
garages, each with a flashy
exterior that shouted “Look at
me!” There weren’t many
people on the street, which
Flinch considered a major
miracle. He hoped their luck
would continue.
As he was shoving another
handful of red ropes in his
mouth, an explosion shook
the ground. A thick black
plume of smoke climbed
toward the sky. Emerging
from the smoke was
something Flinch’s mind
could hardly process. It was
the same giant he had seen on
the video in the School Bus,
but now that it was live and
real and right in front of him,
with all those extra legs and
arms and the second head …
well, it made him feel sick.


“Flinch, you’re on point

on this one,” Pufferfish said.
“Me? Not again!”
“Listen, this isn’t my idea.
Brand wants you out front
more. He says you are
squandering your potential
being in the background.
You’re the strongest and
fastest in the group.”
Flinch shook his head.
“Hasn’t anyone been paying
attention for the last two
years? I’m the hyper one. I
have a hard time
concentrating. I’m the freak!”
“I don’t like it any better
than you do, but right now
there’s a very good reason
you should take over. You’re
immune to the virus,”
Pufferfish said. “Any of the
rest of us could get sick in the
middle of the mission. So
man up, Agent Flinch. You’re
the boss.”
“Fine! I’m in charge. I’m
in charge? Oh boy. What do
we do? What do we do?”
Julio felt like he had eaten
something that had gone bad.
He turned the knob on his
harness just to calm his
nerves and help him think.
There was no more time to
argue. The creature was on its
way.
 “We could attack the
monster,” Gluestick
suggested.
“Good idea, buddy,”
Flinch said. “Let’s attack the
monster. So … maybe you
could coat the street with
some sticky stuff? Maybe it
will slow him down a little?”
“Excellent idea,”
Gluestick said, and then ran
off to do as he was told.
“And me?” Braceface
asked.
“Uh, well … can you
make something big with
those braces? Like a big fist?
Once that thing hits the glue,
you could give him a big
punch—you know, knock
him on his back where he’ll
get stuck even more?”
Braceface grinned. “I’m
on it.”
“And me?” Pufferfish
asked.
 “You’re allergic to lousy
plans, right?”
“Yes.”
“How do you feel? Any
swelling of your feet or hot
rashes?”
“I feel good. Must be a
good plan.”
While they spoke,
Gluestick extended his hands
and a stream of sticky paste
shot from his fingertips. He
coated the street with a thick
layer of adhesive while
Braceface’s braces twisted
and turned in his mouth.
“Look at me, Hollywood!
I’m Justin Maines,” the
creature shouted, completely
ignoring the NERDS. “You
turned your back on me! You
said I didn’t have that star
quality! You forced me into
the life of an extra! Well, you
wanted an extra, so I’m
giving you an extra! Extra
arms! Extra legs! And extra
rage!”
The monster snatched a
telephone pole and pulled it
out of the ground. Its wires
snapped and shimmied,
sending sparks into the air
like angry fireflies. He
seemed unconcerned with the
potential ten thousand volts
of electricity that could easily
kill him. Instead, he hefted
the pole onto his shoulders as
if he were a big league hitter,
then swung for the fences,
smashing a car and sending it
flipping end over end into a
parking garage.
“You laughed at me!” he
continued. “You said I would
never make it, but I’ve made
it! I’m the biggest extra in the
business. I’ve played a dead
body over seven hundred
times! I’ve been a diner in a
restaurant on a thousand
different prime-time shows. I
redefined what it means to
play the guy in the doctor’s
office! I’m not just any extra.
I’m the Extra! You can’t turn
your backs on me. I won’t let
it happen!”
As he raged, he stepped
right into Gluestick’s trap,
and his feet caught fast. He
pulled and pulled, doing his
best to free himself, but he
couldn’t budge.
 “Um, I know you’re in
charge, and I don’t want to be
pushy, but right now would
be the perfect time for
Braceface to do his work,”
Pufferfish said as she
scratched at her leg. Flinch
knew she was also allergic to
not being in charge.
“All right, Braceface!” he
shouted. “Let him have it!”
An enormous fist made of
orthodontic appliances shot
out of Jackson’s mouth. It
clocked the Extra in the chin,
and the monster teetered,
dazed.
“Hit him again?” Flinch
asked, looking to Pufferfish
for reassurance.
She nodded her approval.
“Hit him again!” Flinch
shouted.
Jackson’s metallic mitt
reared back for another
punch, but this time the Extra
caught it in his hand. With an
angry wrench, he pulled
Jackson off his feet and flung
him into the air behind him.
The Extra roared with anger,
but he was still stuck fast in
Gluestick’s paste. He
struggled to free himself,
straining with all his might.
Just when Flinch was sure
the monster was caught tight,
the Extra did something no
one could have expected.
Instead of freeing his foot, he
pulled a big chunk of the
street underneath him
completely out of the ground.
Then he did the same with the
other foot. He continued his
rampage, but each step landed
him in more paste, so he was
forced to rip more and more
chunks of pavement from the
road. With each new layer
beneath his feet, he grew
taller and taller.
 Flinch turned to Pufferfish.
“OK, as the leader, I am
commanding you to take
charge.”
“Sorry,” Pufferfish said.
“I’m not allowed. Time for
Plan B.”
“I didn’t have a Plan A!”
Flinch cried, eating another
red rope, which didn’t help
calm his nerves in the least.
“Gaargggggahhhab!”
“Don’t freak out!”
Pufferfish said as Gluestick
raced to join them. “You can
do this. Just keep your team
and what they can do in your
mind. First, Gluestick is still
here. I’m still here. Braceface
is probably in the next
county, but you still have
you, too! Supersticky,
superitchy, and superstrong—
what can you do with that?”
Flinch stared at his friends,
then at the approaching
creature. Suddenly, it came to
him. “Pufferfish, you’re
allergic to getting killed,
right?” he asked.
Ruby nodded.
“You can sense it before it
happens and get out of the
way, right?”
She nodded again, though
this time a little hesitantly.
“What do you want me to
do?”
“Go fight that thing.”
 “Really?” Ruby cried.
“Yes. Really.”
Much to Flinch’s surprise,
Pufferfish grinned. “I never
get to fight!” Then she raced
ahead to do as she was told.
“What about me?”
Gluestick asked.
“Pufferfish is going to
keep the Extra busy, but
there’s no reason we should
take any chances,” Flinch
said. He picked his friend up
off the ground and held him
above his head with one
hand.
“Buddy? What do you
have in mind?” Gluestick
said.
“Be quiet. I’m aiming for
the telephone pole,” Flinch
said, and then he tossed his
friend high into the air.
Gluestick sailed through
the air and latched on to the
telephone pole the Extra was
still holding like a bat. The
creature was too busy trying
to crush Ruby to notice
Duncan, and as Flinch hoped,
his friend took advantage. He
sprayed glue into the
monster’s eyes. It reared
back, and that’s when Flinch
leaped into the air. After a
massive windup, he punched
the Extra in the head. It was a
knockout punch, but
unfortunately this particular
monster had a second head.
 “OK,” Flinch said with a
sigh as he turned the power
up on his harness. “One
down, one to go.”
This time, Flinch climbed
the Extra’s body, using his
giant clothing as handholds,
and when he got close enough
to the creature’s other chin,
he delivered a powerful
uppercut, then leaped down
and out of the way. That
proved to be a big mistake.
The Extra didn’t have any
fight left in him, but his
falling body was still
dangerous. With Gluestick on
the pole and Pufferfish and
Flinch in the Extra’s path,
they were all sure to be
crushed to death. Flinch
closed his eyes and prepared
for the worst.
But after several seconds
during which he did not feel
—or hear the sound of—
crushing bones, he opened his
eyes and saw the Extra lying
flat on his chest, safely
wrapped in a bed made
entirely out of braces.
A crowd of onlookers
clapped as if they were
watching a movie shoot.
Flinch smiled and waved. He
had never had anyone cheer
for him. “Should we sign
autographs?” he asked the
others.
 “There he goes, taking all
the credit,” Pufferfish
grumbled.
“Just like always,”
Gluestick snarled.
Flinch turned to face his
friends. “What’s that
supposed to mean?”
“It wouldn’t be the first
time you’ve taken the glory
for our hard work,” Braceface
said. He looked flushed and
ill.
 “I’m sure you’ll go back to
the base and laugh about it,”
Gluestick said. “Well, we’ve
stood in your shadow for far
too long, Flinch. It’s time the
real brains of this team were
given the credit they
deserve!”
Gluestick raised his hands
and looked ready to coat him
in glue. Jackson transformed
his braces into a giant trident.
Pufferfish punched her fist
into her other hand. There
was no place to go.
“You shouldn’t have
laughed at me!” Gluestick
said.
“He shouldn’t have
laughed at me!” Braceface
said.
“He was laughing at me
first,” Gluestick said. “And
when he laughed at me, it was
louder and more hurtful. I
should get to kill him.”
 “No! The Prince of Paste
will have his revenge!”
Gluestick cried.
“No! Metal Mouth’s
vengeance will not wait!”
The boys raged at each
other and rushed to attack.
Flinch bounded skyward to
escape the dual attack, and
the two boys accidentally
turned their powers on each
other. Gluestick coated
Braceface with a thick layer
of sticky syrup. Jackson was
locked in place, but his braces
were still active. He
transformed them from a
trident into a giant boot and
kicked Duncan down the
street.
“You’ll find that I’m a
little harder to take down than
those imbeciles,” Pufferfish
said. Of all the members of
the team, she was probably
the least powerful. Her many
allergies wouldn’t help her
much in a fight. Still, the girl
stood confidently with her
hands on her hips.
“Pufferfish, you have to
listen to me,” Flinch said.
“You aren’t acting like
yourself and—”
He was hoping for an
argument, but he got
something far more painful
instead. Pufferfish took a
running start, leaped into the
air, and kicked him in the
chest. He fell backward,
stunned.
“You have all
underestimated me,” she said,
standing over him. “You
think I have the weakest
upgrades, but you have no
idea what I’m capable of!”
“You’re sick, Pufferfish,”
Flinch said as he crawled to
his feet. “I won’t fight you.”
“Then you will make it
very easy for me to take you
down,” she said, throwing
three fast punches in a row.
Flinch was ready for them,
and deflected each one.
Undeterred, his teammate
followed her assault with
several kicks. None of them
connected because of Flinch’s
speed, but he could feel their
force. Pufferfish wanted to
hurt him.
“You think I don’t know
you’re laughing at me?”
Pufferfish said. “When Brand
gave you this mission, he
chuckled. I heard him. He
wanted to embarrass me and
put me in my place. He’s
intimidated by how smart I
am. All of you are!” She
attacked with three karate
chops followed by a
roundhouse kick that, if it had
connected, would certainly
have taken Flinch’s head off
his shoulders.
 “Look at you!” she
continued. “You’re
bewildered. You have no idea
what to do. You’re not
leadership material. You’re
the team freak. The joke.
You’re the comic relief, pal.
You’re only on the team
because Brand has no idea
what else to do with you!”
Flinch tried not to listen,
but the words hurt. He was
the freak. He knew that. But
was he a joke? Brand had
never put him in charge until
recently, and he probably
wouldn’t have done it this
time if the others weren’t
vulnerable to the virus.
Pufferfish kicked him in
the face several times, then in
the knee, knocking him
down. The pain was searing,
like he had hopped into a
frying pan. He wasn’t sure he
could stand, let alone get
away.
“Oh, did I hurt you?”
Pufferfish taunted. “I can tell.
I’m allergic to the
weaknesses of others, which
means my upgrades can help
me pinpoint exactly where to
hit you. Like for instance,
your right shoulder still hurts
from the fight with Wheezer.”
Pufferfish ground the heel
of her boot into his shoulder.
It seared with pain.
 “And now I can tell you
want to get up and run away,”
she said, scratching her scalp.
“I can feel what you are
planning before you do it.
There’s nothing you can do
that I can’t sense before you
try.”
She was right. He
scrambled to his feet and tried
to punch her, but she
deflected it with ease. All of
his attacks missed the mark.
Pufferfish seemed to know
when they were coming as if
he had written down all his
moves and e-mailed them to
her the day before. Her head
bobbed and weaved. She
ducked away from a kick at
just the right time, and while
his rib cage was facing her,
she socked him with a
powerful shot. It nearly
knocked the wind out of him.
“Oh, did that sting?”
 “I’m fine,” Flinch gasped.
“You’ve forgotten that I’m
allergic to liars,” she said,
before launching another
attack. She connected with
his ribs nearly six times
before he backed up, hugging
his arms to himself and
feeling his body’s agony.
“You look worried, shaky. I
don’t need any superpowers
to see that. I suspect one or
two more punches might
break one of those ribs.”
Flinch was sure she was
right, but he could do nothing
to stop her. Everything he
tried she could see a mile
away.
But then it dawned on him.
What if he were
unpredictable? What if even
he wasn’t sure what he might
do?
He turned the knob on his
harness all the way to its
lowest setting, stopping it
from regulating the sugar in
his body. At Level Zero he
was all hyper and all power
without any of the pesky
control. She may have called
him a freak, but she hadn’t
seen anything yet.
The next few minutes were
a blur to Flinch. He knew
there was a lot of jumping
and running and bouncing
and tossing. His voice may
have sounded like a cartoon
duck’s. He also remembered
the look of dread on
Pufferfish’s face when he
raced around her like a
hyperactive hurricane.
“What are you doing?” she
cried over the wind he stirred
up.
“I don’t have the faintest
idea!” he shouted, zipping
around and around her at top
speed. The mini-twister lifted
the poor girl off the ground,
blinded her eyes with trash
and dirt, and sucked all the
oxygen from her lungs. A
moment later she was
unconscious. He eased his
speed and caught her falling
body, then held his ear to her
chest. She was breathing.
He pinched his nose.
“Boss, they’re all sick,” he
said.
“I know, Flinch,” Agent
Brand said. “Bring them
home.”
The Antagonist was
convinced that his first date
with his new girlfriend was
ruined. First, he burned
dinner. Second, he forgot to
get flowers. Third, he was
attacked by ninjas who fought
so hard and long that the pint
of ice cream he had brought
home for dessert melted in
the bag.
But Miss Information
didn’t seem to mind. All she
wanted to do was cuddle on
the couch and watch
television. The news was
filled with fires, chaos, and
mass destruction—all caused
by the villain virus. The
Antagonist was pretty sure he
had met his soul mate. They
munched on popcorn and
witnessed the sorrow of
others, relishing the horrors
that threatened every block.
“Look, sweetie pie, there’s
a mall in Minneapolis
encased in a block of ice,”
Miss Information said. “Your
plan is working perfectly.”
The Antagonist grinned.
“Of course it is. I’m a
genius.”
“My honey bun is so
diabolical.”
He blushed beneath his
mask.
“I have some good news
for you,” she continued. “The
NERDS are incapacitated.”
“How do you know?” he
asked.
“Honey, I’m not just a
pretty face hidden behind a
mask with a skull painted on
it,” she said. “I know
everything.”
 “So they are no longer a
threat,” he said proudly. “I
accomplished something that
my boss never could. I knew
he should have put me in
charge.”
“And now the next part of
your plan can begin,” she
said.
 “Yes,” he said quietly.
What was the next part of the
plan again?
“Invading their
headquarters!”
 “Oh, yes, invading the
headquarters! We need to do
that right away.”
“Imagine the amount of
technology you will have
access to then,” Miss
Information said. “I’ll be—I
mean, you will be
unstoppable.”
The Antagonist grinned.
How lucky this woman was
to have a boyfriend as smart
as him. Of course, he had no
idea where the headquarters
was, but he was sure that his
brilliant mind would figure it
out at any moment. He
recalled invading their old
headquarters in the depths of
an elementary school, but he
knew that space had been
abandoned. Where could they
have gone? His subconscious
was probably putting together
the details he had
unknowingly already
collected and would reveal it
to him soon.
“They’re at the middle
school,” Miss Information
told him.
“Like I suspected,” he
cried, even though he hadn’t
suspected it. But that was just
a tiny detail now.
“Sometimes, my flower, I
think you are as diabolically
intelligent as I am.”
“You’re sweet,” she said,
wrapping her arm around his
shoulders. “Now you can
crush once and for all the last
obstacle between you and
world domination.
Apparently, there’s only one
active agent left and just a
handful of adults in
supporting roles, and most of
them are scientists so they
probably have the combined
strength of a baby bunny. The
director walks with a cane,
and there’s a librarian, but
what is she going to do?
Throw a book at us?”
“The pilot, the one that
wears a smock—we have to
worry about him,” he said.
“It’s just a matter of time
before he’s sick, too,
darling,” she purred. “Soon,
they will all be overcome
with evil and your empire
will be unstoppable.”
The Antagonist smiled
beneath his mask. The sound
of having an unstoppable evil
empire and being at the
height of his career sounded
awfully good. But wait:
Wasn’t there something he
was supposed to be worried
about when he became the
most powerful villain in the
world? Wasn’t it something
she had said to him?
Just then the doorbell rang.
“That must be the Chinese
food,” Miss Information said.
“I hope they put in extra
packets of duck sauce.”
“If they didn’t, I will strap
the delivery boy to a rocket
and shoot it into space,” he
said.
“Darling, you make me
feel like a princess,” Miss
Information said.
The Antagonist opened the
door. There he found a young
man holding a sack of food.
“Did you order the chicken
lo mein?” the deliveryman
asked.
The Antagonist nodded
and took the sack. He opened
it and took a peek.
“Honey, I’ve got bad news
—no duck sauce,” he said.
Miss Information growled.
“I’ll go fuel up the rocket.”
The Playground was in
disarray. Only fifteen
scientists remained from the
fifty who had been well that
morning. The survivors
looked exhausted. Brand
guessed they were working
around the clock. They were
still experimenting on
Heathcliff’s nanobytes, and
tables had been moved aside
to make space for the various
ray guns and doomsday
devices the team had seized
from the villains.
The lunch lady had
returned to the Playground in
a pair of his own handcuffs.
“I feel the fever, boss,” he
admitted. “I knew if I waited,
I would cause you trouble.
Put me in a cell and keep
working.”
With his team and the
entire world falling apart,
Brand could do nothing but
stand on the catwalk above
Heathcliff’s head and look
down at the source of all the
world’s misery. He and the
sleeping head were all alone.
The remaining staff were
busy working on a cure. All
of the systems that kept the
boy unconscious were
running automatically, but
soon they would run out of
sedatives. When the boy
woke up … well, things were
going to get much, much
worse. Brand wondered if
General Savage was right.
Should they have tried to
remove the transmitter from
Heathcliff’s brain? Was it
right to let the world go down
the drain for one person? No,
that was a decision he was
still not prepared to make. He
shoved the thought aside.
Benjamin zipped into the
room. “Sir, may I be of some
assistance?”
Brand sighed. “Not unless
you can save the world.”
“I’m afraid I’m only a
superintelligent, flying
computer, sir. Not a miracle
worker,” Benjamin said. He
paused, then continued, “I’ve
received word from the
school’s administrative office
about Julio. Apparently,
Agent Flinch is being
expelled.”
Twenty minutes later,
Agent Brand met Flinch in
the hallway outside of
Principal Dove’s office. He
seemed more agitated than
usual.
“So this is really
happening?” Flinch said.
“I’m not having some sort of
mental breakdown? I’m a
secret agent and have
superpowers, and they’re
tossing me out of school!”
“Flinch, please relax,”
Brand said.
“Relax?” he cried. “How
am I supposed to relax?”
Brand turned the knob on
Flinch’s harness, which
seemed to calm the boy. “I
assure you that you are not
going to be expelled,” he
said, pinching his nose for the
com-link. “Ms. Holiday, this
is my fifth attempt to reach
you. I need your assistance
with the principal.”
Ms. Holiday hadn’t replied
to any of his calls. He worried
she was sick, but with a
limited staff it was also
possible that the com-link
was down and there was no
one to repair it. He hoped it
was just a glitch. He didn’t
want to think about what he
would have to do if she got
the virus. What if she
attacked him? How could he
fight someone he cared so
much about?
“We’re going to deal with
this,” Brand said as he led the
boy to Principal Dove’s
office. He knocked and was
invited to enter.
Ms. Dove sat behind her
desk. Her big, bulky body and
huge eyes reminded Brand of
a barn owl. A hungry barn
owl. He and Flinch probably
looked like fat mice.
“What can I help you folks
with today?” the principal
asked with a beaming smile.
“We’ve come to speak to
you about Flin—I mean,
Julio,” Agent Brand said.
Ms. Dove sat back in her
chair. “About his expulsion.”
Brand nodded.
 “I expected his parents to
want to discuss this, Mr.
Brand. How unusual that the
school’s janitor has come to
his defense,” the principal
said as she peered over her
desk at him.
“Julio lives with his
grandmother, and at the
moment she is quite ill,” he
replied. “I’ve known Julio for
a long time. I worked at
Nathan Hale Elementary
before I came here. I’ve
always found him to be an
incredibly respectful and
cheerful young man, so I’ve
come to vouch for him.”
“Well, in my experience,
children change, Mr. Brand,”
the principal said. “The
summer between fifth and
sixth grade can transform a
sweet and helpful little
lovebird into a cranky old
pelican.”
 “I’ve seen that myself,”
Brand said. “I’ve had to scrub
this school from top to
bottom every day because
some of these formerly sweet
children are tearing this place
apart. But Julio is not one of
them. In this case I think we
have a little less pelican and
more a situation of
adjustment and growing
pains. Sometimes a little
birdie needs time to get used
to his new nest. Isn’t that
right, Ms. Dove?”
Ms. Dove nodded. “That’s
true. But I’ve seen a lot of
birdies, Mr. Brand. I’m pretty
good at picking out the sweet
ones from the bullies.”
“Bullies!” Flinch
exclaimed.
“I hardly think Julio is a
bully,” Brand said.
“Mr. Brand, please don’t
take this the wrong way, but I
think I know my birds. I
would never presume to tell
you about mops and
cleaners,” Ms. Dove said with
a smile. “I’m afraid my mind
is made up. This is Mr.
Escala’s last day here at
Thomas Knowlton Middle
School.”
“You must reconsider,”
Brand said. “He’s a good
boy.”
Ms. Dove shook her head.
“I’ve already put in for a
transfer for him, and he’s
been accepted at Harris
Middle School for Troubled
Teens.”
“Harris Middle School!”
Flinch shouted. “That’s a last-
chance school.”
“A last-chance school?”
Brand asked.
“Yeah, it’s the place they
send kids who have been
kicked out of every other
school in town. It has a
barbed wire fence and a guard
tower. You don’t graduate
from there—you get out for
good behavior!”
“Mr. Escala, why waste
everyone’s time when the
inevitable is right in front of
our faces? I think we all
know how this story ends,”
Ms. Dove said.
“Ms. Dove, may I be
honest with you?” Brand
asked.
 Ms. Dove cocked a
curious eyebrow. “Please.”
“I went to a boarding
school when I was a child and
I had a lot of teachers who
liked to call themselves
disciplinarians. Some of their
passion came from a good
place—you know, a real
desire to help children. But
some of it came from a bad
place. Some of it was mean-
spirited. Sometimes a teacher
would single out a kid to
make him an example for the
others. I suppose they thought
if they could make one kid’s
life miserable, the others
would fall in line and
behave.”
“Are you suggesting I’m
picking on Mr. Escala?” Ms.
Dove said, her smile suddenly
turning into a frown.
“Well, Ms. Dove, you may
know birds, but I know
people. I know a bully when I
see one.”
“You have quite an
imagination,” she grumbled.
She reached into her desk and
pulled out some forms and
signed them quickly.
“There. That’s settled,”
she told Flinch. “You are no
longer a student at this
school. I wish you the best
with your future endeavors
and please empty out your
locker before you leave at the
end of the day.”
“Julio, come along,” Mr.
Brand said as he rose from
his chair.
“But I’m a good kid!”
“Come along,” Brand said.
“This woman is a fool. This
isn’t over, but we’re through
here today.”
Flinch followed him out
the door and into the hallway.
“That wasn’t exactly what
I was hoping for,” Flinch
said. “Oh, man. I’m going to
Harris! The school uniform is
an orange jumpsuit with your
number printed on the front!”
“Julio, I know this looks
bleak, but I have considerable
power with the government. I
can fix this. If Ms. Dove
cannot compromise, then I
will have her transferred to
another school. Why, I might
even have her deported just to
teach her a—”
Just then, the door to Ms.
Dove’s office door exploded,
sending wood and metal
shrapnel in every direction.
The blast knocked Brand and
Flinch to the floor.
“What was that?” Flinch
asked.
From the office emerged a
figure dressed in an enormous
white bird suit. It had legs as
orange as a chicken’s and a
plume of bright red feathers
on its head. It was Ms. Dove,
and she was wearing one of
the most ridiculous costumes
Brand had ever seen. He
might have laughed if not for
the murderous look on the
woman’s face.
“Are you out here in this
hallway plotting to take me
down?” she cried. “Do you
fools really believe that the
likes of you could do it?”
 “Ms. Dove, what on
earth!” Brand said.
“Don’t call me that! From
now on you will bow to your
knees and address me as
Colonel Cuckoo!” She shook
her tail feathers and flapped
her arms aggressively,
sending a shower of loose
feathers to the floor.
“Those who choose to
challenge me will face my
wrath!” she crowed, then
scratched at the floor with her
feet. She let out a vicious
squawk and rolled a white
egg across the room.



It stopped at Flinch’s feet.

Flinch started to laugh at it,
but then three little panels on
the shell slid open and steam
seeped into the air. The egg
began to beep faster and
faster. A bomb!
Brand grabbed Flinch and
dragged him around the
corner just as the egg
exploded, sending chunks of
the wall tumbling to the floor
where they had stood.
“Flinch, we need to split
up. Try to lure her out of the
school,” Brand said. “Those
egg bombs could hurt the rest
of the students.”
“I’m on it, boss,” Flinch
said, turning and running
down the hallway.
Ms. Dove stalked close
behind, flapping her wings
and tossing egg bombs.
Explosions rocked the school.
 Brand hobbled into a
bathroom and shut the door.
He was about to call for
Benjamin when he spotted
four boys huddled in the
corner with screwdrivers,
removing the plumbing from
the sinks and toilets.
They looked at him.
He looked at them.
And then he exploded.
“It’s you!” he cried. “You’re
the kids who are making my
job impossible.”
“Busted,” the redhead said
with a laugh.
“Now, before you get all
bent out of shape,” the short
one said. “We’re just
expressing our artistic
freedom.”
There was another
explosion in the hallway and
the light fixtures in the
bathroom rattled.
“What was that?”
 Brand ignored the boys
and pinched his nose.
“Benjamin, are you there?”
Benjamin’s voice was on
the other end. “Yes, sir.”
“We’ve got a problem
topside. The principal is
infected and is roaming the
hallways in a chicken suit.
She’s throwing egg bombs at
everyone.”
One of the boys, who had
an annoying whistle in his
voice, shouted, “We’ve got to
see this!”
“NO! Stay where you
are!” Brand commanded, then
turned his attention back to
Benjamin. “We need to
evacuate the students, but we
need to make sure they aren’t
running into the hallways
when she’s out there.”
“Sensors indicate that
Flinch has led her into the
gymnasium,” Benjamin said.
“This would seem to be the
opportune time.”
“Do it,” Brand ordered.
A second later, the fire
alarms blared and Brand
could hear the children
exiting their classes and
heading for the emergency
doors.
“Who are you talking to?”
one of the kids asked. “Are
you crazy? A lot of janitors
are—I’m not judging.”
 “Listen, you kids should
go with the others,” Brand
said, but the boys shook their
heads.
“No way, man,” the red-
haired one said. “This is the
most exciting thing that has
happened to us, like, ever.
We’re staying!”
Brand groaned. “Who are
you kids?”
The chubby one grinned.
“We’re juvenile delinquents.”
 Moments later, Flinch’s
voice filled Brand’s head.
“Hey, boss, she’s chasing me
all over. I’ve got her in the
library now, but she’s tossing
explosives everywhere. She
completely destroyed the
nonfiction section. I don’t
think anyone’s going to be
doing a report on beluga
whales this year.”
“Keep her busy, son,”
Brand replied.
 Ms. Holiday’s voice
suddenly came online.
“Alexander, what can I do to
help?”
“Thank heavens you’re
safe. I thought something had
happened to you!”
“Alive and well, but it’s
nice to know you were
worried. Sorry, I know I’m
not supposed to say anything
like that on the com-link.”
Brand grinned. “I’ll let it
go this time. I’ve got four
students up here and a lunatic
throwing bombs
everywhere.”
“I know. We’re tracking
your signal. You need to get
to the Playground.”
“What about the other
students? Are they safe?”
“The building has been
evacuated, sir,” Benjamin
said as another explosion
rocked Brand’s eardrums.
“Would you like to activate
Protocol 49?”
“What is Protocol 49?”
“As acting director, you
have the ability to force a
complete lockdown of the
school and control all the
hidden systems within the
building,” Benjamin
explained.
Brand grinned. “There are
hidden systems? Like what?”
“Laser cannons, sleeping
gas, complete visual control
—”
“Activate Protocol 49 and
lock down the school!” Brand
shouted.
Suddenly, a screaming
siren filled the air. Flashing
red lights popped out of the
walls and steel panels slid
down from the ceiling to
cover the bathroom’s
windows.
“If you want to play with
all the toys, you need to be in
the Playground,” Ms. Holiday
said. “Bring the kids with
you.”
“We’re on our way,”
Brand said, just before
another explosion.
He opened the bathroom
door and peeked into the
hallway, gesturing for the
delinquents to follow him.
As they turned a corner,
they saw Ms. Dove at the end
of the hall, pounding on a
classroom door. Brand
hurried the boys in another
direction.
“Was that the principal?”
one of the delinquents asked.
Brand shushed him. At
Locker 41 they stopped, and
Brand turned to look at the
small band of people
depending on him. “I guess
we’re going to have to
redefine what the word
‘classified’ means around
here. Get in.”
“Huh?” the short one
asked.
“It’s the secret entrance to
a spy headquarters buried far
below the school. Watch.” He
snatched the short boy by the
arm and pushed him into the
locker. Before the kid could
protest, Brand slammed the
door and waited a few
seconds. When he opened it,
the boy was gone.
“Best. Day. Ever,” the
three remaining
troublemakers said, fighting
to be next.
One by one they entered
the locker and vanished until
Brand was alone. Just as he
was about to squeeze himself
inside, Ms. Dove stomped
around the corner. Brand
quelled his panic. Where was
Flinch?
 “There’s my plover,” she
said. “You’re supposed to be
the bird that cleans up
messes, but here you are,
making one.”
“Lady, you’ve taken this
whole bird thing way too
far,” Brand said.
“Maybe you’re right,
Janitor Brand, but there’s one
thing you should never be
confused about,” Ms. Dove
said as she removed another
one of her egg bombs from
within her costume. “This is
my nest.”
Brand forced himself into
the locker as the little egg
began to hiss. He slammed
the door shut, and as he fell,
he heard an explosion. He
hoped the woman hadn’t
destroyed the entrance to the
Playground. He also hoped
she couldn’t squeeze into the
locker in that ridiculous
costume. As he was whisked
through the tubes, he
accessed the com-link.
“Flinch! Are you OK,
son?”
“I’m fine, boss,” Flinch
said.
“I’m en route to the
Playground now, along with a
group of troublemakers I
found trashing the bathroom.”
“Oh, you’ve met my
friends,” Flinch said. “Listen,
the bombs are screwing with
the electronics in my harness
so it’s going to take me a
while to stop Colonel
Cuckoo.”
“I think I can help,” Brand
said as he floated down into
the headquarters. Ms. Holiday
and Dr. Kim were waiting
with the boys and Benjamin.
“All right, Benjamin, show
me what to do.”
“You’re the boss,”
Benjamin said.
A seat rose up out of the
floor and Brand slid into it.
Once he was comfortable, a
touch-screen panel descended
from the ceiling. He could see
he had access to everything in
the school: lights, water,
power, even the air-
conditioning. He also had
access to a number of things
he was surprised to know
were buried in the walls,
including an intercom system.
He pushed that button first.
“Ms. Dove, this is Mr.
Brand,” he said as an image
of the principal in her chicken
suit appeared on-screen. She
was stalking Flinch through
the hallway, leaving a trail of
feathers behind her.
“Who said that?” she
squawked.
“It’s your plover bird, and
I’m here to clean up a mess,”
he said.
“Where are you?” she
cried.
“Oh, somewhere safe.”
“Get out of my school!”
she cried. “This is my
school!”
Brand pushed a button on
the panel and water showered
down on the woman from the
sprinklers in the ceiling. “No,
Ms. Dove. This is my
school.”
 The woman raced down
the hall, only to come to a
screeching halt when a panel
slid open and fire cannons
erupted, creating a wall of
flames. She fell backward and
raced in the other direction.
The cameras followed her
every step. Wyatt, Hooper,
Toad, and Jessie hovered
around Brand, eyeing the
action.
“What’s that button do?”
Jessie asked, reaching out to
touch it.
“Stop! I don’t know what
it does!” Brand snapped.
“That releases a sleeping
gas which renders everyone
unconscious within thirty
seconds,” Benjamin said.
Brand eyed Jessie with a
frown but pushed the button.
Jessie chuckled, and together
they watched a milky white
gas seeping into the hallways.
 “Flinch, Ms. Dove is going
to sleep for a while, and if
you don’t want to join her I
need you down here now,”
Brand said.
Flinch was already
floating down from the top of
the dome. “Already on it,
Chief.”
Brand watched Ms. Dove
hobble down the hall, tossing
her egg bombs in all
directions. It was a desperate
effort to create chaos, but the
effects of the gas were
already evident. She was
slowing down and seemed
confused. Finally, she
stopped in the middle of her
sprint to lazily flap her wings.
“You won’t take this place
from me,” she cried. “I’d
rather destroy this nest than
give it to another bird.”
“Good night, Ms. Dove,”
Brand said.
 But the woman had one
last bomb. She removed it
from her belt. This one was as
big as a bowling ball.
Brand scanned the panel
for something to help. If that
bomb was as powerful as it
looked, it might take down
the entire school—and the
Playground below it—in one
big blast.
“Not that I know for sure,”
Hooper said, “but I think this
button here with the big
hammer on it has potential.”
Brand shrugged and
pushed it. He watched on the
view screen as a battering
ram swung down from the
ceiling. It slammed into Ms.
Dove and knocked her down
the hallway. The giant egg
fell to the floor and lay still,
as did Ms. Dove.
Brand eased back into his
chair and took a deep breath.
 “Good job, boss,” Hooper
said.
Brand rolled his eyes and
then smiled. “You know, I’m
starting to like middle
school.”
 ALL RIGHT, MY
LITTLE ATHLETE!
LET’S GET BACK TO
YOUR GRUELING
PHYSICAL FITNESS
EXAM. I’VE GOT
ANOTHER STUNT … I
MEAN, EXERCISE FOR
YOU TO
ACCOMPLISH.
ONE HUNDRED SIT-
UPS.
OF COURSE YOU
 WANT WASHBOARD
ABS—WHAT KID
WOULDN’T? WELL,
THEY DON’T JUST
HAPPEN. IF YOU
WANT TO BE THE
LEAN, ATTRACTIVE
PERSON I AM THEN
YOU CAN’T WISH FOR
IT—YOU HAVE TO
WORK FOR IT.


FIRST, LIE ON THE

FLOOR AND PUT A
BOOK ON YOUR
BELLY. SECOND,
SUPPORT YOUR NECK
WITH A TOWEL TO
PREVENT STRAIN.
NEVER PULL ON
YOUR NECK. THIRD,
BEND YOUR KNEES.
FOURTH, SIT UP AND
FEEL THE BURN. BUT
DON’T LET THE BOOK
SLIP OFF YOU!
YEAH! THAT’S IT! NO
PAIN, NO GAIN, I’M
JUST GOING TO SIT
OVER HERE AND EAT
MY ICE-CREAM CONE
AND WATCH. WHEN
YOU’RE FINISHED,
RUB YOUR BELLY ON
THE SENSOR SO I CAN
GAUGE HOW WELL
YOU DID.
Flinch watched as Wyatt,
Hooper, Jessie, and Toad
raced around the Playground,
fiddling with inventions and
handling weapons they
couldn’t possibly understand.
Every once in a while there
was a small explosion
followed by a chorus of
laughter. Brand looked like
he was going to pull out his
own hair.
“This place is awesome!”
Wyatt said from somewhere
in the science department.
There was a crash and the
sound of breaking glass.
“Look at all this cool stuff!”
“Are you sure having them
here is a good idea?” Flinch
asked his boss.
 “It’s a terrible idea,”
Brand said. “But they’ve seen
so much I can’t just let them
go, and it’s too dangerous to
have them running around in
the school all by themselves.
At least down here I can keep
an eye on them.”
“So you come down here
and save the world every
day?” Jessie asked Flinch.
Flinch nodded. “They
usually give us weekends
off.”
“Hey, what does this do?”
Toad shouted. Flinch turned
to see the boy hoisting Mr.
Miniature’s shrink ray over
his head.
“Don’t touch that!” Brand
cried, but he was too late.
Toad zapped an entire section
of desks, turning them
dollhouse-size.
“Cool!” the other boys
said as they rushed to his
side.
“My turn!” Jessie shouted.
“No! I found it! It’s my
shrink ray. Get your own,”
Toad said, wrestling the
weapon away from his
friend’s grabby hands.
Flinch stepped in and took
the ray gun from the boys.
“You have to keep your
hands to yourselves, guys,”
he said. “Some of this stuff is
pretty dangerous.”
 “Duh!” Hooper said.
“That’s why it’s so cool.”
“Could everyone just stop
for a moment so I can hear
myself think?” Brand
shouted. “Benjamin, I need a
report.”
The blue orb floated out of
the mission desk. After a few
clicks the dome’s screen
came to life with a hundred
different news channels, all
reporting on chaos at every
corner of the Earth.
“No way!” Wyatt said.
“We’ve got to hook up a
video game to this thing!”
Flinch tried to tune the
boys out and watch the
screen.
“It can now be confirmed
that the epidemic has spread
into the hundreds of millions.
France, China, and Belgium
have all declared a state of
emergency. Brazil, Chile,
Argentina, Australia, and
Ireland have established
martial law. All planes
worldwide have been
grounded. Trains are not
running. Nearly every harbor
on the globe is closed.”
“Dudes! There’s a giant
head over here,” Jessie
shouted. He had slipped out
of the main room while
everyone was watching
Benjamin’s report. Before
Flinch could do anything, all
four of the boys were racing
down the hall and through the
door that led to the holding
cell. By the time he caught up
with them, they were hooting
and hollering as they gaped at
Heathcliff’s disturbing form.
“What is that thing?”
“It’s like a hot-air balloon
with a face.”
“We have to take
pictures!”
 “Hey! This room is off-
limits,” Dr. Kim said. She
and a handful of the
remaining healthy scientists
were working feverishly
around the boy, clearly
hoping for some kind of last-
minute breakthrough.
“Director Brand, Ms.
Holiday, you have to get
these kids out of here.”
“We’re doing our best,”
Ms. Holiday said. She and
Brand each had a kid by the
arm, but they were hard to
move.


“They’re like a bunch of

excited puppies.”
“Guys, you’ve got to go,”
Flinch said. “That head is
what is causing all the
problems. You could get sick
—”
“Sick?” Hooper asked. “Is
that what’s going on?
Everyone is sick?”
“Yes, now let’s go,” Brand
said.
“Is it bacterial or viral?”
Hooper asked, causing
everyone to look at him in
amazement. “What? Just
’cause I’m a troublemaker, I
have to be dumb? My dad’s a
doctor.”
“It’s like a virus, but it’s
man-made,” Dr. Kim said.
“Nanobots!” Wyatt said,
which caused another ripple
of surprise. “I watch a lot of
sci-fi movies. So … those
things are real?”
Dr. Kim explained that the
team called their technology
nanobytes, and that these
particular nanobytes were
corrupt and were being
controlled by the transmitter
buried inside of Heathcliff’s
brain. There was no way to
shut the transmitter off
without killing Heathcliff,
and in his death throes he
might send killing pulses out
to everyone infected.
“That’s wild, man,” Jessie
said. “So the world is
screwed. Are you sure you’ve
got nothing in this place that
can stop it?”
“We’re out of good ideas,”
Ms. Holiday said. “Unless
you’ve got something
brilliant to offer.”
“You know what would be
cool?” Toad said. “If it were
me, I’d take that shrink ray
and make myself real tiny and
then inject myself into the big
head’s bloodstream. Then I’d
go in and turn off the
transmitter.”
“Yeah, that makes sense,”
Jessie said.
There was stunned silence
in the room for a long time.
“Who are you kids?”
Brand asked, then he turned
to the scientists. “Could that
work?”
Dr. Kim shrugged. “Mr.
Miniature managed to shrink
people, and they seemed
perfectly well when we got
them back to their normal
sizes. In this case, we’d have
to shrink a person down to
the microscopic level, but—”
“If they went in his body,
they would suffocate
immediately,” another
scientist argued.
 “Not if we shrunk an
oxygen tank with them,” Dr.
Kim said. “If we equipped
this person with the right
tools, it’s entirely plausible
that he could reach the
transmitter and shut it off
without harming Heathcliff or
anyone else.”
“Make it happen,” Brand
said. “It’s the best idea we
have.”
“Which, may I point out,
was my idea. I’m, like, a
genius,” Toad said. Then he
lifted his leg and farted.
The other boys roared with
laughter.
“Classic,” Flinch said,
surrendering to the giggles
himself. This only made the
boys laugh harder.
Immediately, the scientists
went to work putting together
the plan. They ran to the
farthest reaches of the
Playground, collecting tools
and equipment. They went
through all the gizmos,
gadgets, and gear the team
had at its disposal.
Eventually, everyone was
ready, and the team
assembled in Heathcliff’s
holding cell. Next to his
gigantic head was a large
contraption made up of a
huge tank filled with liquid, a
series of tubes that led from
the tank to a hypodermic
needle, and Mr. Miniature’s
shrink ray on a stand facing
the tank. Next to this, several
bizarre suits hung from a
clothing rack. They were part
scuba gear, part astronaut
uniform, and they looked like
something a Martian might
wear in an alien invasion
movie. Flinch marveled at the
setup, even if he wasn’t quite
sure how it all worked.
 “We had to raid a few
other experiments, but we’re
happy to report that
everything we needed was at
hand,” Dr. Kim told the small
remaining group. “Best of all,
we have these containment
suits designed by Dr.
Charnoff, who, unfortunately,
was infected yesterday. He
built about a dozen
prototypes—”
“Prototypes … as in
untested?” Ms. Holiday
asked. “Do we really want to
send someone on a mission
with untested equipment?”
Dr. Kim nodded. “I’m
afraid they’re our best option.
They were designed for space
missions, and so they’re
airtight, which will keep
whoever goes in safe and
sound. Plus, they generate a
low-level deflection
technology, a sort of force
field, that may help keep
away trouble.”
“What kind of trouble
could there be in a body?”
Flinch asked.
“Oh, I don’t know—
maybe like a million different
things,” Hooper said. “The
acid inside the stomach could
eat through the person’s skin
within minutes, there are
substances on the tongue that
could dissolve you, or white
blood cells that could attack
you and rip you apart.
Whoever goes in is going to
face a lot of danger.”
“That’s exactly right,” Dr.
Kim said, impressed. “But
Dr. Charnoff’s suit also has a
few gadgets that will help.
There are harpoon guns in
both the arms and legs. These
can be fired into the walls of
the circulatory system to keep
our hero from being swept
away by the bloodstream.
Then there’s a laser inside the
right glove that can be used to
slice open passages from one
organ to another. It was
originally designed as a
welding tool, but, shrunk
down, it’ll be so small that it
shouldn’t cause any real
damage to Heathcliff.”
“So how’s the person
going to get in?” Flinch asked
as he studied the equipment.
 “This is the really brilliant
part. While wearing the
containment suit, the agent
will be placed in this tank of
saline. The beam will shrink
its contents, which will then
fill up this hypodermic
needle. Then I will inject it
into Heathcliff, and the hunt
for the transmitter will
begin.”
“And how does this person
get out of Heathcliff?” Ms.
Holiday asked.
Dr. Kim smiled. “That’s
the most important question,
right? We don’t want our
hero floating around inside of
Heathcliff for the rest of his
or her life. We’ve created a
timer system for the
miniaturization process.
We’re going to set it for two
hours, which should be plenty
of time to complete the
mission. When the time is up,
the agent should be inside one
of Heathcliff’s pores or in his
nostril or mouth. Then the
process reverses.”
“Why a timer? Why can’t
one of us flip the switch and
just make the agent big
again?” Brand asked.
“We may all be infected
by then,” Dr. Kim said. “It’s a
backup plan, in case no one’s
capable of operating the ray
gun.”
 The crowd was quiet for
some time before Brand
spoke. “Will this work?”
“I believe it can, if things
go well,” Dr. Kim said. “But
it’s not without obstacles.
First, Heathcliff’s body had to
go through massive mutations
to make his head this
enormous. Organs, skeletal
structure, the entire
cardiovascular system have
been moved in all directions
to make room for his massive
brain. And then there’s the
problem of who to send.”
“That’s already settled,”
Brand said as he hoisted
himself onto his feet with the
help of his cane. “I’m going
to do it.”
“Alexander, you can’t!”
Ms. Holiday said. “Send me.
I can handle this.”
Brand shook his head. “I
can’t lose you.”
 “I’ll go! That would rule!”
Toad cried. The rest of his
friends volunteered as well.
“This argument is moot,”
Dr. Kim said. “We have to
assume that almost everyone
in this room is infected with
the nanobytes. We can’t send
anyone in that might succumb
to its effects.”
“Well, how do we know
who has it?” one of the other
scientists asked. “We tried to
do blood tests, but someone
deleted half the results.”
“They were tampered
with?” Brand scowled. “I was
told it was some sort of
computer malfunction.”
“It’s starting to look like
someone intentionally
destroyed the records,” Dr.
Kim said.
“But who?” Ms. Holiday
asked. “And why?”
“Someone is infected and
doesn’t want us to know. He
or she may already be in
quarantine, or it might be one
of us. We’ll have to worry
about that later,” Dr. Kim
replied. “For now, there’s
only one person who we
know for sure is safe from the
virus.”
Every head in the room
turned toward Flinch.
“Agent Flinch is our only
candidate. He is immune to
the infection,” Dr. Kim said.
“I am so jealous!” Jessie
cried, his breath whistling.
“Do you have any idea what
the potential for juvenile
delinquency is inside a
body?”
“I’m not going,” Flinch
said. “I’ve been the team
leader now three times, and
each time something crazy
has happened. Paris is a
disaster, they’re still trying to
get the Empire State Building
back to its original size, and
Hollywood—well,
Hollywood is weird already.
But anyway, I’m not good
with the pressure. My brain is
too scattered. The more sugar
I take to fuel the harness, the
harder it is for me to think.
What if I get in there and
screw up? What if I
accidentally hurt Heathcliff?
No way. There has to be
someone else.”
 Brand put his hand on
Flinch’s shoulder. Flinch
looked up into his boss’s face
and could see him struggling
with what to say. The man
wasn’t good with words. He
could take out an entire army
of terrorists but often lost the
battle to say something
inspiring. He looked straight
into Flinch’s eyes and said
one word: “Tough.”
“Huh?”
 “Tough!” Brand shouted.
“So it’s hard. So you’ve made
some mistakes! You know
what? Everyone does. That
doesn’t mean you don’t have
to go and do your job. Flinch,
I’ll admit, I kept you in the
background because you’re
unpredictable. But during the
past week I’ve learned to
respect that unpredictability.
Your plans may not always
be the best in the beginning,
but when the crazy stuff
happens, as it always does,
your mind can adapt faster
and more creatively than any
person I have ever met. So
listen, you’re in charge. Don’t
give me any nonsense about
how you don’t feel confident.
It’s time to save the world,
Flinch. That’s what you do.”
“Was that a pep talk?”
Flinch asked.
Brand frowned. “Get in
the containment suit, buster.”
Flinch was strapped into a
harness and lowered into one
of the containment suits, and
then the remaining science
team locked it closed. A
number of electronic panels
lit up along Flinch’s arms and
chest. The tips of his fingers
glowed, as did his feet.
Dr. Kim handed him a
helmet with a clear visor to
protect his head. “The feet
and hands of the suit have
propulsion tech so that you
can motor about—they work
like Matilda’s inhalers and
should help you move
through the bloodstream. And
don’t forget the harpoon guns
on the side of your arms and
legs for tethering yourself.
Use them sparingly. There’s
only so many feet of cable at
your disposal.”
Flinch turned his head and
saw a huge pack strapped on
the back of the suit. “What’s
that?”
“That, my friend, is fruit
punch,” Dr. Kim said. “It
runs into the helmet via a
tube. There aren’t any
vending machines inside
Heathcliff, so you have to
bring your own fuel. I’ve
calculated your daily sugar
intake, which happens to be
quite frightening, and have
estimated how much you will
need for two hours.”
Ms. Holiday stood nearby.
Her face was dark with
worry.
“No cupcakes, Ms.
Holiday?” Flinch asked.
“I don’t think this is the
best idea, Julio,” the librarian
said. “Be careful.”
Flinch promised he would.
“Dude, you have to be the
coolest kid we know,” Jessie
said as he and the rest of
Flinch’s new friends gathered
around him. “Do you get to
do stuff like this all the
time?”
Flinch thought for a
moment. “Yeah, I guess I
do.”
“Where do we sign up?”
Toad croaked.
“Good luck, bro,” Wyatt
said, handing Flinch a can of
black spray paint.
“What’s this for?”
 “You’re going somewhere
no human being has ever
gone before,” Hooper said.
“You should leave your tag.”
Flinch tapped a button on
the front of his chest plate,
which opened a compartment
just big enough for the can.
He grinned, thinking about
marking the inside of
Heathcliff’s skull with the
words FLINCH WAS HERE!
He put on his helmet, and
the scientists pulled the
chains to hoist him over the
tank. “Agent Flinch, this is
Benjamin,” Flinch heard
through his com-link. “Can
you hear me?”
“Loud and clear,” Flinch
said.
“Good,” the little blue
orb’s voice said. “A thought
just occurred to me. They say
if you want to stop the bad
guy you have to get inside his
head. This time they mean it
quite literally. Good luck,
Agent.”
The scientists lowered
Flinch into the tank. There
was a dramatic dip in
temperature, and he shivered
until his body adjusted. He
was halfway submerged when
he suddenly plummeted to the
bottom.
“What’s going on?” he
asked as he peered through
the saline and the tank’s
glass. He saw some kind of
commotion, though it was
difficult to make out.
“It’s nothing,” Brand said.
“One of the scientists is
showing symptoms. The
others have him under
control.”
Flinch took a big swig of
fruit punch and felt the sugar
race through him. “OK. I’m
ready. Let’s get pequeño!”
 “Good luck, Julio,” Dr.
Kim told him, and then she
turned on the beam. He
wasn’t sure what to expect,
but he certainly wasn’t
prepared for it to slam into
his body and nearly knock
him out. This was followed
by a wave of cold all around
him that made his teeth
chatter. Then he felt as if he
were falling off a cliff. He
opened his eyes, but nothing
looked familiar. The tank was
gone, as were the hazy forms
of the scientists and his
friends. He was awash in
fluid. He tried to swim but
could do nothing but flop
about in the thick and syrupy
liquid.
“You still with us,
Flinch?” Brand’s voice came
through his com-link.
“Loud and clear, sir,”
Flinch said. “Did it work?”
Benjamin’s voice was
next. “Perfectly. You’re in
the hypodermic needle now.
Dr. Kim is preparing the
injection.”
“How did it feel?” Agent
Brand asked.
“Kooky.”
“As good a description as
any,” Brand said. Flinch
wasn’t sure, but he thought he
heard the man chuckle. “OK,
Agent. Prepare for the
injection.”
 “I’m ready,” Flinch said,
and then he was swept away
in the liquid. The lights went
out and he was suddenly
floating, untethered, and
unable to get his bearings.
“Flinch?” Dr. Kim’s voice
filled his head.
“Yes, I’m fine. I can’t see
anything, but I’m fine.”
Benjamin’s voice was
next. “I’m going to remotely
activate some of the more
basic functions of your
containment suit.”
Two lamps on either side
of Flinch’s helmet lit up.
What he saw was incredible.
He was swirling around
gigantic, yellowish blobs that
kept slamming into one
another. He reached out to
touch one and was surprised
to find they were spongy and
sticky.
“What are these things?”
he asked.
“Just a second while we
pull up visuals,” Ms. Holiday
said. “OK, there it is. Oh my.
That’s amazing.”
“Flinch, what you’re
seeing are fat cells,” Dr. Kim
told him. “They’re harmless,
but you’re going to have to
use your boosters to move
through them.”
“Is there a lot of fat in a
brain?” Flinch asked.
 “Um, Flinch, we couldn’t
inject you into Heathcliff’s
brain. His skull is too tough
for that. We had to find
someplace softer.”
He heard the
troublemakers laugh.
“Where am I?”
“Um … well—”
“Where am I?” Flinch
cried.
“You’re in Heathcliff’s
butt!” Wyatt roared.
The Antagonist walked up
the sidewalk to Thomas
Knowlton Middle School and
eyed the steel barricades on
the doors and windows. This
wasn’t what he’d expected.
He reached into his pocket for
his phone, dialed a number,
and waited.
“Hi, honey bear!” Miss
Information said when she
answered. “I hope you’re
feeling evil.”
“I’m feeling very evil, but
there’s a problem. There’s no
way into the school. It looks
as if it’s on some kind of
lockdown. I’m afraid they
knew we were coming.”
“Does someone have the
boo-boo face?”
 “No.”
“Is my shmuggins feeling
saddy-sad?”
“It’s just depressing. I
wanted to take over the world
today!”
“Shmookin, kissy bear,
don’t be sad!” Miss
Information said. “I’m
working on fixing the
problem right now. You’ll be
inside sooner than you can
say ‘I love my superawesome
girlfriend.’”
“I love my superawesome
girlfriend,” he said.
Miss Information laughed.
“Oh, silly, be patient.”
“Well, what am I supposed
to do?” he groaned.
“Just relax,” she said.
“Listen, evil is afoot and I
have to get back to it. I’ll see
you soon, my little love
monkey.”
He put the phone in his
pocket and looked around at
the surrounding
neighborhood. It was a bright,
clear day. The street was
empty. The circumstances
were ideal for taking over the
world. He sat down on the
steps outside the school and
wondered how far away the
closest convenience store
might be. He could go for a
soda—maybe a bag of chips.
World-conquering gave him
the munchies. But he was
feeling lazy. What if his
girlfriend opened the school
and he wasn’t there to storm
in and take over?
No, he would just plant
himself where he was and
wait.
A car drove by.
Two birds fought over a
worm.
Somewhere, someone was
using a leaf blower.
He lay on his back and
took out his phone again.
She hadn’t called. Luckily,
he had just downloaded
sudoku. That would keep him
busy.
Flinch was flying through
the fat cells using the
containment suit’s foot
boosters. Occasionally, he
flew right into one of the cells
and bounced off it as if he
were in a bouncy castle.
Eventually, he came across a
massive tube.
“What am I seeing, Doc?”
he asked.
“That’s the femoral artery,
and you need to be inside it.
It’s going to pump you up to
the lungs. We can’t take you
through the heart, which is
the most direct route, because
at your size its chambers
would crush you with a single
beat.”
“How do I get in?” Flinch
asked. “There isn’t exactly a
welcome mat.”
“You’re going to need the
laser,” Dr. Kim told him.
“Cut a hole just big enough to
crawl through and no bigger.
Platelets will come and repair
the damage, but if you make
it too big they won’t be able
to get the job done and you’ll
cause internal bleeding.”
“Great. Now I’m a
surgeon,” Flinch grumbled.
He pressed the button on his
glove that activated the laser,
then aimed carefully and
fired. He cut a small incision,
as he had been instructed, just
big enough for his body, then
fired his rocket boosters and
flew right into the hole.
The second he was inside
the artery, his body was
swept away in a massive
current as if he had fallen into
the rapids of a mighty river.
He was moving fast and was
completely out of control.
“Flinch, your heart rate is
spiking,” Brand said. “What’s
going on?”
“I’m freaking out!”
“Just relax, Flinch!” Dr.
Kim said. “You’re in the
bloodstream and traveling
fast. You need to get ready
because the lungs are coming
up. When I say ‘fire,’ aim a
harpoon at the artery wall.”
 Flinch struggled to get
control of his body. After a
while, he did the only thing
he could think of and swam
with the current. He glanced
around. His helmet beams
illuminated the way, and he
saw what looked like huge
red beanbag chairs floating
around him.
“What are the red things?”
he asked.
“Those are red blood
cells,” Benjamin said.
“They’re carrying oxygen
through the body. The arteries
carry them, along with white
blood cells and a substance
called lymph, all through the
circulatory system. They
shouldn’t be much of a
threat.”
One slammed into Flinch,
nearly knocking the wind out
of him. “Glad to hear it!”
“How is the suit?” Ms.
Holiday asked.
“It feels fine, but it’s awful
loud in here,” Flinch said,
holding his hands to his ears.
Something was thumping
loudly and getting even
louder by the second. “I can
barely think.”
“That’s Heathcliff’s
heartbeat,” Benjamin chirped.
“I’ll remotely adjust the
volume from here.”
At once, the thump was
quieted.
“Gracias!” Flinch said.
“OK, Flinch, prepare your
harpoon,” Dr. Kim said.
“Now, fire!”
Flinch pushed a button on
his arm. There was a loud
POP! and a long tether shot
out of his hand. He could feel
a rope unraveling from his
chest plate as it trailed the
harpoon, and then the
harpoon’s sharp tip punctured
the spongy artery wall.
Suddenly, he was jerked out
of the stream, flailing.
“OK, that worked.”
“Luckily, the artery you’re
in is taking blood to the brain
and so you’ve been pulled
closer to your target,”
Benjamin said. “Look up.”
Flinch did as he was told
and saw a huge tunnel. At its
center was a massive red
muscle, opening and closing.
It was the source of the
pounding. “Is that
Heathcliff’s heart?”
“Yes, it is,” Dr. Kim said.
“Good to know he has
one,” Flinch muttered.
“You’re close to the lungs,
which means you have to get
out of this artery. Use the
laser to cut another opening
and zip through it.”
Flinch did as he was told,
and, once on the other side,
he saw two massive pink
objects that inflated like party
balloons and then deflated
just as rapidly. He didn’t have
to ask what they were.
“Do I go inside the
lungs?” Flinch asked.
“Not yet,” Dr. Kim said.
“We need to adjust your
suit’s environmental controls
for their increased pressure.
We don’t want you to pop.”
He could feel something
happening in his helmet and
assumed Benjamin was
tinkering remotely.
And then there was
another commotion in his
ears. It sounded like someone
had tossed a chair across the
room. “What’s going on?”
“It’s another member of
the science team,” Mr. Brand
said. “He’s showing
symptoms. We’re dealing
with it. Just focus on your
mission. If you destroy the
transmitter soon, they won’t
be sick much longer.”
“OK. Let’s go then.”
But he would have to wait.
From the corner of his eye he
saw more beanbags, but these
were white and they were
coming right for him. “Um, I
think the white blood cells
have found me.”
He took a long drink of
fruit punch and went on the
offensive, socking the first
one with a huge punch. It
exploded all over him.
“Gross!”
Two more came from
behind. He leaped up and
delivered a roundhouse kick
that exploded them as well.
But that wasn’t the end of the
assault. A hundred more
white blood cells were
swirling up the artery,
preparing to kill him.
 “Flinch, report!” Brand
cried.
“I’m a little busy,” he said,
drinking more juice. Full of
sugar, he punched and kicked
and slammed with all his
might. One cell fell after
another, but there were too
many—more than any one
person could handle, no
matter how strong and fast.
“Can I use the laser?!”
Flinch asked.
 “Carefully!” Dr. Kim
replied.
Flinch turned on the
weapon, aimed it, and fired,
cutting the cells in half as
they approached. One after
another they fell, but each
one was replaced by ten
more. Soon they had him
backed up against the wall of
the artery with nowhere else
to go.
“I have to get out of here,”
he said, turning the laser on
the wall of the lung. He cut a
hole big enough for him to
squeeze through, then fought
his way toward the opening.
The cells were everywhere.
One latched on to his arms,
then his legs. Others clung to
his juice pack. He kicked at
them, but they stuck like glue,
and worse, they were trying
to puncture his suit. With a
huge twist on his harness, he
felt a wave of sugar so
intense he could do nothing
but shake. He was so out of
control, he couldn’t speak,
but it worked. The
supershaking dislodged the
cells. The moment he was
free, he readjusted his harness
then dove into the hole.
Unfortunately for Flinch,
the inside of the lung was
even more treacherous. He
was battered and squeezed as
it expanded and contracted.
The feeling reminded him of
a camping trip he had gone
on with his parents shortly
before they passed away.
They had all devoured a
dozen sacks of roasted
marshmallows, then crawled
into their brand-new sleeping
bags. That’s when the good
times turned into a sugar-
fueled nervous breakdown.
His sleeping bag was so tight
and constraining, Flinch felt
wrapped up in the body of an
anaconda. In the middle of
the night, he crawled out of
the tent and threw the
sleeping bag in the river.
Heathcliff’s lungs felt like
that sleeping bag.
“I’m in the lungs,” Flinch
said, fighting back panic.
“Get me out of the lungs!”
“Just keep moving
forward. You need to find
another artery. This one will
be large. It’s called the aorta,
and it will take you directly to
the base of the brain,”
Benjamin chirped.
Flinch crawled forward,
unable to see more than a few
feet in front of him. The noise
and the wind of the lungs
were so intense. It felt as if he
were inside a hurricane.
Benjamin turned the volume
on the suit all the way down,
but the sound still raged in his
ears. He tried to breathe
steadily so that he wouldn’t
hyperventilate. The last thing
he needed was to pass out
inside of Heathcliff. He
pressed on and finally found
another of the massive tubes.
“Just a small slit,” Dr. Kim
said. “The aorta is a major
artery. If you cut too big it
could kill Heathcliff in
minutes.”
Flinch did as he was told
and gingerly sliced a hole just
big enough to squeeze
through. This time he was
ready for the fast-churning
bloodstream and managed to
not lose total control of
himself.
“This will only take a few
seconds,” Dr. Kim told him.
“And then you’ll be at the
base of the brain. The
transmitter is buried inside
the left hemisphere of
Heathcliff’s brain. When you
see an enormous gray mass,
fire your tether into the wall
of the artery.”
Flinch couldn’t miss the
gray mass. It was huge and
right above him. He fired the
tether and lodged himself in
place. He eyed Heathcliff’s
amazing brain. Flinch could
almost see the evil ideas it
was conjuring.
“It’s a wonder,” Dr. Kim
said.
 “It’s gross,” Flinch said.
Dr. Kim laughed. “Unlike
the twisted mess that is
Heathcliff’s body, his brain is
very much unchanged—
except for its size. All of the
regions seem to be like any
other human brain. I’m
pulling up a map right now to
help guide you.”
But Flinch stopped
listening to the scientist
midway through her
explanation. Hanging over his
head, high in the cavernous
reaches of Heathcliff’s skull,
were thousands of black,
shiny creatures. They were
clinging, heads down, to the
boy’s brain, like sleeping bats
with eyes that glowed neon
green. Every one of their eyes
was turned to Flinch.
“Uh-oh,” Flinch said.
Two of the creatures flew
down and buzzed by his head
as if they were just interested
in getting a better look. Then
they zipped back up to join
the others. The creatures
chattered back and forth and
then, all at once, like a crowd
that has just witnessed the
hometown team lose in the
final second, all of their
voices roared with anger.
“Uh-oh,” Flinch said
again.
“What’s ‘Uh-oh’?” Brand
asked.
“The nanobytes know I’m
here,” Flinch said as the
creatures scurried out of the
gray meat and ran toward
him, clicking their legs
together like beetles. Flinch
took a few more greedy gulps
of juice, and, with sugar
racing through his
bloodstream, he could only
think of one thing to do: run
right at them with fists
clenched. He stomped
through them like a
rampaging rhino, snatching
two by their necks and
smashing them together,
causing them to explode into
a thousand pieces of metal
and circuitry. He punched
another one’s head off its
shoulders, then snatched one
of its spindly limbs to use as a
club on a dozen more.
“C’mon, ugly, let’s
dance!” he shouted at one,
which was soon a pile of
broken robot parts. More and
more came. He drank his
juice and pounded his chest
and shouted, “I AM
MIGHTY!”


WELL, SO FAR
YOU’VE DONE
PRETTY WELL, OR
MAYBE I JUST
HAVEN’T BEEN
CHALLENGING YOU.
SO I’M GOING TO
THROW OUT THREE
VERY INTENSE
TASKS. IF YOU CAN
ACCOMPLISH THEM,
THEN I WILL TIP MY
 HAT TO YOU AND
HAPPILY REPORT
THAT YOU ARE IN
TIP-TOP SECRET
AGENT SHAPE. THINK
YOU’RE UP FOR THIS?
GOOD!
CHALLENGE #1: ARM-
WRESTLE A TRUCK
DRIVER
YOU ARE A BRAVE
SOUL. TRUCK
DRIVERS ARE
 NOTORIOUSLY
SURLY CHARACTERS
WHO ENJOY A GOOD
BOWL OF CHILI, THE
OPEN ROAD, AND
TEARING AN
OPPONENT’S ARM
OFF IN A GAME OF
STRENGTH.
FIRST, FIND A TRUCK
DRIVER. SECOND,
FIND A DINER WITH A
LOOSE POLICY
ABOUT THIS MOST
VENERABLE GAME.
THIRD, SAY
SOMETHING MEAN
ABOUT THE TRUCK
DRIVER’S MOTHER.
 FORGET WHETHER
OR NOT YOU WON—
IF YOU SURVIVED,
THEN YOU’RE A
WINNER IN MY BOOK.
CHALLENGE #2:
WRESTLE A BEAR
DON’T GIVE A
THOUGHT TO THE
FACT THAT THIS
SKILL IS TOTALLY
IMPRACTICAL, SINCE
THERE ARE ONLY,
LIKE, THREE BEARS
WORKING AS ENEMY
SPIES, SO THE ODDS
OF BEING ON A
MISSION WHERE YOU
ENCOUNTER ONE
SPYING ON YOUR
COUNTRY IS PRETTY
LIMITED.
FIRST, FIND A BEAR.
SECOND, GET
REALLY CLOSE TO
THE BEAR AND POKE
 IT WITH A STICK.
THIRD, THE REST
WILL TAKE CARE OF
ITSELF.
CHALLENGE #3: WIN
THE OLYMPICS
YES, THE ENTIRE
OLYMPICS: THE
WINTER AND
SUMMER GAMES, THE
SKIING, THE
WRESTLING, THE
SHOT PUT, THE
DECATHLON, THE
FAST WALKING, THE
GYMNASTICS, THE
MEN’S ONE HUNDRED
 METER FREESTYLE,
ALL OF IT. THEN, IF
YOU CAN STILL
STAND WITH ALL
THOSE GOLD
MEDALS WRAPPED
AROUND YOUR NECK,
YOU ARE TOUGH
ENOUGH TO BE ON
THIS TEAM!
Agent Brand and Dr. Kim
stood over the monitor and
watched the tiny dot that was
Julio Escala move around in
Heathcliff’s mutated body.
Flinch was doing better than
Brand could have ever hoped.
Now that the boy was at the
base of Heathcliff’s brain
stem, he just had to find the
transmitter, and then the
world would stop being a
gigantic insane asylum.
It couldn’t come a minute
too soon. Since Flinch had
been miniaturized and
injected, they had lost eight
of the remaining twelve
scientists All that was left of
Brand’s team was Dr. Kim,
the three other scientists, Ms.
Holiday, and the four juvenile
delinquents. And it wouldn’t
be long before the virus got to
them as well.
“Can you believe how
great he’s doing?” Ms.
Holiday asked.
“I think I have misjudged
him,” Brand said.
“Don’t be too hard on
yourself,” she said. “There
are lots of things in life you
just don’t see until they are
right in front of your eyes.
Take me, for instance.”
Brand smiled and got one
in return.
One of the remaining
scientists rushed to Brand’s
side. “Sir, may I have a word
with you?”
“What is it, Doctor …”
“Yerkey, sir,” he said.
“It’s very important and
private.”
“Can it wait? I have to
guide an agent into a human
brain,” Brand said.
“It’s about the blood tests
from before,” Dr. Yerkey
said. “Some of the results
were erased on purpose, and I
found out who did it.”
“Who?” Dr. Kim cried.
Agent Brand turned away
from the screen to face the
scientist, but suddenly he felt
a sharp pain in the back of his
head and everything went
black.
Ms. Holiday stood over the
unconscious bodies of Agent
Brand and Dr. Yerkey. Her
hand clutched a metal pipe
from one of the experiments
that had been dismantled to
create the miniaturization rig.
She looked at the weapon and
grinned. Some things, like
clobbering a person cold,
were best done the old-
fashioned way.
“Ms. Holiday!” Dr. Kim
cried. “What are you doing?”
“C’mon, sister. You didn’t
see that coming?” Ms.
Holiday said as she reached
into her pocket, removed a
mask with a skull painted on
the front, and pulled it over
her face. “And don’t call me
that name. My name is Miss
Information.”
“She’s infected!” Dr. Kim
cried.


“Duh!” Miss Information

said, and then she slugged the
woman on the chin. The
doctor fell hard onto the
floor, where she joined the
others in sleepytown.
“Benjamin, it appears
Agent Brand is
incapacitated,” she said,
turning her attention to the
floating orb. “Control of the
school passes to me as the
next in command.”
Benjamin twittered. “I
cannot do that. I’m shutting
down all systems available to
you and putting the
Playground in lockdown.”
The woman snarled.
“Benjamin, Supreme
Override Four Seven X, and
my password is ‘Dewey
decimal.’”
Benjamin’s glowing blue
light turned red, and then the
orb spun around several times
in midair. It bobbed and
weaved as if struggling with
something that was
happening inside its circuits.
Then it righted itself, and the
red light glowed brighter than
ever before. “Protocol Four
Seven X. Operations of
school are now in the hands
of Ms. Holiday.”
“Very good, Benjamin,”
she said. “Take the school out
of lockdown. My boyfriend is
here.”
Miss Information took her
phone out of her bag and
dialed it.
“I’ve been out here for
hours, darling,” the
Antagonist said in a strained
voice.
“Sorry, honey bun, but it
took a little longer to wrap all
this up,” she said. “Why don’t
you come and see me? I’m in
the basement. Go through
Locker 41.”
She hung up the phone and
looked over at the two
remaining scientists.
“You’re going to help me
with a little chore,” she said.
The two men shook their
heads.
Miss Information frowned
behind her mask, then
removed a bright red ray gun
from her purse. “You do
realize I’m a supervillain,
right? Now what would a
supervillain be without a
superscary weapon? Let me
introduce you to mine. It’s
called the atom smasher.
Wanna see what it does?”
The men shook their
heads.
“Good! Then let’s get to
work. We have a lot to do.”

By the time the Antagonist

reached the Playground, Miss
Information and the two
remaining scientists had
dragged Agent Brand, Dr.
Kim, and Dr. Yerkey into a
holding cell. Two
containment suits were
prepped and ready and the
miniaturization ray had been
adjusted and properly aimed.
“What’s all this, honey?”
the Antagonist asked.
“A slight change in plans,
darling,” Miss Information
replied. “It seems the fifth
member of the NERDS team
has been shrunk and injected
into this gigantic head.”
The Antagonist looked at
his former employer. Despite
the boy’s twisted features, he
recognized Heathcliff
immediately. Simon,
Screwball, Brainstorm—
whatever he called himself—
the boy was responsible for
his hook, and his white hair,
and his blind eye. All of this
boy’s foolish plots had blown
up in his face over and over
again, and the Antagonist had
always suffered. By the looks
of him, it appeared the
imbecile had finally gotten
what was coming to him.
“I’m confused,” he said.
“There’s no time to
explain, sweetie pie, only to
say that inside that head is the
source of the villain virus and
they’ve sent an agent in to
destroy it. If we don’t want
the entire world to suddenly
get better, we need to stop
him. Now get into your suit.”
She didn’t give him a
chance to argue. He could be
so stubborn, and worse, dim.
She was his intellectual
superior in every way, even if
she knew he was laughing at
her behind her back. Well,
she had fooled him. She was
running this show, even if she
had led him to believe he was
the one in charge. She needed
his help for only a little while
longer and then she would be
in control of the world and he
would be alligator food.
She got him into his
containment suit and up the
ladder to the tank before he
knew what had hit him. Soon
both of them were submerged
in saline. Once they were
settled, she tapped a button
on her arm that remotely
activated the ray gun. And
then it was cold and dark.
Flinch was at the bottom of
Heathcliff’s brain, waiting for
someone to tell him what to
do next. The onslaught of
nanobytes had slowed, but he
was still fighting them, and
worse, a quick look at the
timer inside his helmet told
him that he had precious
minutes left to finish his
mission. He called out to
Brand and Dr. Kim, but it
was as if he had been
abandoned. And then it hit
him. Maybe the whole team
had succumbed to the virus.
Maybe he was all alone.
“Dude? Dude? Are you
still there?”
“Hooper?”
“Yo! You’re still alive.
Bro, you won’t believe what
happened! The librarian
clocked the janitor and he’s
knocked out. She did the
same to the scientist lady, and
then she took over the base.
She let some weird dude in
here with a mask and they got
into containment suits and
shrank themselves. They’re
coming after you, man.
They’re going to try and stop
you.”
 “So who is left up there?”
Flinch cried.
“Just us,” Hooper said.
“We hid.”
“‘Us’?”
“Your friendly
neighborhood juvenile
delinquents.”
The panic hit Flinch like a
slap in the face. He was a
tiny, microscopic secret agent
trying to save the world
inside the body of a monster
… and his support team
consisted of four kids whose
sole goal in life was to clog
up toilets.
“It’s all going to work, big
guy,” Toad said. “We’re
going to help. Hooper’s a
doctor.”
“My dad is a doctor, Toad.
Not me.”
“What happened to
Benjamin?”
“The librarian put a
whammy on it,” Wyatt said.
“It’s on the floor, popping
and hissing.”
“So you’re all I’ve got,”
Flinch stated.
“We are your loyal
soldiers. Lead us, O great
one,” Jessie said.
“Lead you! I can’t lead
you. I’m the spaz.”
“The leader of the
weirdos,” Toad croaked.
Flinch couldn’t help
smiling. Yes, he was the
leader of the weirdos, and
somehow that calmed his
nerves. “OK, someone needs
to find a picture of a brain.
Dr. Kim was mapping one, so
it should be there.”
“It’s on the screen right in
front of us,” Wyatt said.
“Good. Do you see a
flashing dot inside it?”
“I see two!” Jessie said
through his whistling nose.
 “Good, one of them is me.
I’m at the base of the brain.”
“We’ve got you,” Wyatt
said.
“And the other beeping dot
is the transmitter. I need to
get to it, but I can’t just cut
my way through. I could kill
Heathcliff. So we need to find
a path that isn’t going to hurt
him.”
“Piece of cake, bro!”
Wyatt said. “Looks like right
now you’re hanging out on
the spinal cord, and directly
overhead is the cerebellum.
What it does I have no idea,
but it’s on the map and it’s in
the way. So just push on
through.”
“No way, man!” Hooper
cried. “The cerebellum is the
part of the brain that affects
balance and muscle
coordination. You screw that
up and this head will never
walk again.”
“It doesn’t walk now,”
Toad pointed out.
“Please, guys, stop
arguing. I need to hurry. I
only have twelve minutes left
before I’m back to normal
size.”
“Hey, don’t freak,” Jessie
said. “You can climb up the
cerebellum and reach the
brain at the top.”
Flinch did as he was told,
activating the jet boosters to
fly to the bottom of the brain.
“Awesome,” Hooper said.
“Now you’re at a part called
the occipital lobe. The chart
says this part affects vision
and, to a lesser degree,
recognition of letters and
numbers. So you gotta ask
yourself: ‘Fate of the world,
or a head that can’t sing the
alphabet song?’”
Flinch cringed but used his
laser to cut a small hole big
enough for him to enter the
brain. “I hate this,” he cried
as he entered. “What if I just
made this guy into an idiot?”
“Reading is pretty
overrated, dude,” Toad said.
Once at the top of the
brain, Flinch saw an amazing
sight: a lightning display of
little green electrical impulses
and chemicals swirling from
one place to another. He
floated over it using his
boosters.
“Bro, you are doing great.
You’re out of the occipital
lobe and approaching the
temporal lobe,” Hooper told
him. “The chart says it
handles the memory of faces,
as well as emotions and
language.”
“Poke it and see if
Heathcliff will suddenly start
speaking Italian!” Wyatt said.
 “I’m not poking it,” Flinch
grumbled. “How much
farther do I have to go?”
“Halfway there, buddy,”
Hooper said. “You’re headed
toward the frontal lobe, which
deals with creative thinking
and impulse control. The
transmitter is buried there,
right near the surface.”
Flinch kept moving
through the gray mass until in
the distance he could see a
little red pulsing box.
“I see it,” Flinch said.
“Awesome possum,”
Jessie said. “Uh-oh.”
“What’s ‘Uh-oh’?” Flinch
cried. “You don’t get to say
‘Uh-oh.’ Only I get to ‘Uh-
oh’!”
“There are two more little
dots moving in your direction
and they’re coming in fast.
It’s got to be the librarian and
her creepy boyfriend.”
 Before Flinch could ask
“How close?” the two figures
were on him. The bigger of
the two villains punched him
in the chest, and even with
the suit’s deflector force field,
it hurt. It also knocked him
backward. When he righted
himself, he could feel his
pack growing lighter. The
Antagonist had caused a
rupture, and Flinch’s fruit
punch supply was seeping
out. In desperation he drank
as much as he could before it
was completely gone.
The second figure reached
down and grabbed the
transmitter. He couldn’t see
her face, but there was
something about the way she
moved. He knew it was Ms.
Holiday.
“Julio, you blew it,” she
said, proving his suspicions.
Her voice wasn’t sweet like
always. Now it was filled
with a wicked glee. “I guess
that’s what happens when
you send the freak.”
Flinch snarled and fired
his boosters, making a beeline
toward Ms. Holiday’s partner.
Flinch put out his fists and
slammed into the man,
causing him to fly in the other
direction, entirely
disappearing within
Heathcliff’s brain.
“Dude, whatever you’re
doing in there, you’d better
stop,” Toad said. “The head is
doing some crazy stuff.”
“Like what?”
“Well, its eyes opened and
then a beam came out and the
entire wall turned to ashes,”
Jessie said. “Basically, it’s
the coolest thing I’ve ever
seen.”
Flinch cringed. They
weren’t messing around in
the head of a normal person.
He had forgotten about
Heathcliff’s power. The boy
could change reality to suit
him. “I’ll try, but you guys
need to stay as far from the
head as possible.”
A moment later the
Antagonist pushed his way
through the gray matter like a
bull in a china shop. Flinch
charged at him and they
traded uppercuts, sending
each other flying backward,
only to spring back into the
fight. Meanwhile, Ms.
Holiday headed back the way
she came, with the transmitter
and without the Antagonist.
“Looks like your girlfriend
is dumping you,” Flinch said.
The Antagonist growled
and continued his attack.
“Listen, man! You got ten
minutes before you are large
and in charge,” Toad said.



“I’m on it!” Flinch said.

He had to do something
drastic. When the Antagonist
drew close, Flinch punched
him as hard as he could. The
villain flew backward and
slammed against the inside of
the skull. Flinch fired several
harpoon cables from his arms,
stapling the villain against the
hard bone.
No matter how much he
struggled, the Antagonist
could not free himself. He
cursed and threatened, but
Flinch was already racing
after Ms. Holiday. The boy
activated his foot boosters to
catch up, knowing if he used
his own speed, he would be
out of power in no time. But
soon the fuel was spent in his
boots and he was forced to
run on his own power. He ran
along the surface of the skull
and found her crouched at the
base of an artery. She was
cutting a hole in it and ready
to climb in.
“Don’t do this, Ms.
Holiday. You’re not evil.”
Ms. Holiday laughed as if
what he had said was the
silliest thing she had ever
heard. Then she dove into the
artery and disappeared.
Flinch went in after her and
was quickly pulled through
the bloodstream.
 “Where am I, guys?”
Flinch shouted.
“You’re in something
called the superior vena cava.
It’s a vein that’s going to
send you back toward the
heart—that is, if you take the
wrong path,” Hooper said.
“Or it might take you to the
mouth. I can’t tell. This chart
has so many branches, it
looks like a willow tree. Take
the tunnel to the left, I think!”
 Flinch did as he was told
and spotted Ms. Holiday
around the turn. She was
swimming with the current,
and so Flinch did the same.
When he got close to her, he
reached out and snatched her
foot. She tried to kick him
off, but he held on tight,
clawing his way up until he
had his hands on the
transmitter box. She refused
to release it, and the two of
them fought as they
plummeted through the
bloodstream.
“You can’t have this,
Julio!” she cried. “This is my
destiny. I was meant to rule
the world.”
“That’s not true! You’re
infected with the virus, Ms.
Holiday. You’re not evil.
You’re my friend. You make
me cupcakes. That’s your
destiny!”
“You’re really the
dumbest one of the bunch,
Flinch,” Ms. Holiday said.
“With you in charge, it’s no
wonder the world fell apart.
You can’t stop me. You can’t
even control yourself!”
With a burst of her foot
rockets she torpedoed toward
him, but even with his limited
supply of sugar he was still
faster than her. He stepped
out of the way and used her
momentum to wrench the
transmitter from her grasp.
She flailed uncontrollably,
slamming against the vein
wall before she was swept
away into the blood flow. All
Flinch could do was watch.
“Which way does that
tunnel go?” he asked.
“That’s a direct path to the
heart,” Hooper replied.
“Sorry, man.”
Flinch watched the tunnel
entrance Ms. Holiday had
disappeared into for a few
more minutes, hoping his
friend would find a way to
climb back up, but she didn’t.
She was gone.
“Buddy, you got two
minutes!” Wyatt said.
“You’re close to the mouth.
Fight your way there and you
can get out!” Flinch activated
his laser and cut a hole in the
vein wall, which he fell
through clumsily. A moment
later he was standing on a
large, spongy mass, staring
into a blinding light.
“Bro, you’re on the
tongue. You are almost out,”
Wyatt cheered, but the
celebration came to a sudden
stop. “Whoa! Dude, look
out!”
All of a sudden, the
Antagonist was on him. He
aimed a powerful punch at
Flinch’s helmet and knocked
the boy loopy. Flinch
struggled to fight off
unconsciousness. He had
never been hit so hard by
anything or anyone. In his
pain, he dropped the
transmitter.
The Antagonist picked it
up and caressed it gingerly, as
if it were a precious treasure.
“The world is mine!” he
laughed as he hefted Flinch
into the air. The boy hung
there helplessly, unable to
free himself. “All mine!”
But his hands were still
free. Flinch accessed the
panel in his chest and reached
in to get Hooper’s present—
the can of spray paint. He
held it up and sprayed it onto
the Antagonist’s visor,
blinding him. Flinch snatched
the transmitter. While the
Antagonist struggled to see,
Flinch pushed a button on the
front of the machine. The red
light faded to black.
The transmitter was dead.
Flinch dropped it onto the
tongue and stomped on it
until it was nothing but
rubbish.
The Antagonist pulled his
helmet and mask off. Flinch
recognized him at once. He
was Heathcliff’s goon, the
one they called Dumb Vinci.
The former goon looked
around, confused and
disoriented.
“Where am I?”
Before Flinch could
answer, there was a pop and a
stretching sound, and
suddenly they were big. Not
their normal size, but big.
“What’s da big idea?”
Dumb Vinci asked.
“Run!” Flinch shouted,
and the two sprinted as fast as
they could toward the light
from Heathcliff’s huge open
mouth. When the next wave
of growth hit them, they were
leaping through Heathcliff’s
jaws and landing on the boy’s
big stretched-out face.
Another wave caused them to
grow to the size of small
children. They jumped again
so that they were back in the
holding cell as the final surge
hit them. Flinch and the goon
were normal size again.
 The goon was so
disoriented that it was easy
for Flinch to put him in cuffs.
While he did so, and much to
Flinch’s surprise, an odd
transformation was occurring
in Heathcliff. His enormous
head was shrinking and
shrinking. His facial features
shifted back to their normal
size, and soon, he was just a
little boy lying on a hospital
gurney. A moment later he
woke up and looked around.
 “Where am I?” he asked.
“You’re in the Playground
—or, rather, the new
Playground,” Flinch said,
eyeing him warily. Heathcliff
was still dangerous, even
without the giant head.
“When you went to sleep, we
were in the fifth grade. We’ve
moved to the middle school
now.”
“And who are you?”
Flinch took his
containment helmet off and
set it down. “Now do you
recognize me?”
“No,” the boy said. “I’ve
never seen you before in my
life.”
“I’m a friend. Do you
know who you are?” Flinch
asked.
The boy sat for a long
moment. “No, I don’t.”
“Your name is Heathcliff.”
• • •
Agent Brand did not come to
work the next day. The team
went on with the business of
cleaning up the school and
the Playground, and, luckily,
there were no major incidents
that required their help. The
world was peaceful for a
moment as people struggled
with the universal
phenomenon of not being
able to remember what they
had been doing recently. It
was a blessing in disguise, as
most would have never been
able to get over what they had
done while under the
influence of the villain virus.
The Antagonist—a.k.a.
Dumb Vinci—was behind
bars. Sherman Stoop got his
job back on the security team.
Mr. Miniature returned to his
job at the supermarket. Justin
Maines resumed his life as a
dead body on television
shows. Even Ms. Dove came
to her senses, but not before
she was transferred to a
middle school in the darkest,
coldest reaches of Siberia.
Mama Rosa returned to her
sweet, lovable self—and even
apologized to Mrs. Valencia
for years of bitterness.
And slowly the world
returned to normal.
But Brand could not return
to normal. When he finally
did get back to the
Playground, he was changed.
The soft edges Ms. Holiday
had been sculpting on him
were sharp once more. His
ability to see his agents as
more than children was gone.
In one final act as director
of the NERDS, he hired
Wyatt, Hooper, Toad, and
Jessie to be part of a new
team called the
Troublemakers, which had
only one other member, a
former assassin turned spy
named the Hyena. Then he
quit. He didn’t say good-bye
to the children or to Dr. Kim
or to the lunch lady. He was
just gone, and no one, not
even General Savage, knew
where he went.


YOU DID IT! NOT

ONLY ARE YOU A
SUPERIOR PHYSICAL
SPECIMEN, YOU
HAVE LITTLE
REGARD FOR YOUR
OWN PERSONAL
SAFETY AND
HEALTH. THUS, YOU
MAKE A FINE
CANDIDATE TO BE A
SECRET AGENT.
 JUST BETWEEN YOU
AND ME … WAS THE
BEAR SCARY? I
MEAN, I JUST MADE
THAT UP OFF THE
TOP OF MY HEAD
AND TOSSED IT INTO
THIS BOOK. I NEVER
THOUGHT YOU’D
ACTUALLY DO IT. I
BET IT HURT WHEN
HE BIT YOU ON THE
BUTT AND THOSE BIG
CLAWS RIPPED YOUR
 FACE OFF. WELL,
DON’T WORRY. MOST
PEOPLE WILL
HARDLY NOTICE
THAT YOU DON’T
HAVE A FACE.
BESIDES, WHO NEEDS
A FACE WHEN YOU
ARE BUBBLING OVER
WITH COURAGE?
Heathcliff lay in his bed,
drifting off to sleep. It was
nice to be around such
friendly people who all
seemed very concerned about
him. Maybe one day soon he
would get his memory back
and remember them, but until
then he would take it easy,
just the way that nice Dr. Kim
had suggested.
He was starting to dream
when he felt something odd
in his nose. On the table next
to his bed was a box of
tissues, and he snatched one.
Even blowing as hard as he
could, he couldn’t dislodge
whatever it was, and worse, it
seemed to be getting bigger.
He crawled out of bed and
walked over to the washbasin
at the far end of the room.
There was a mirror hanging
on the wall, so he flipped on
the light and gave his nostrils
a scan. Whatever was stuck
up there was moving on its
own, and it was starting to
hurt. He could see it was
pushing under the skin like a
big round ball. Desperate, he
blew his nose once more and
this time something popped
out.
 With watery eyes he tried
to focus on the thing, but he
couldn’t get a clear glimpse.
He could only tell one thing:
It was getting bigger—much
bigger. In a matter of seconds
it was as big as a dog, and
then as big as a little boy.
Finally, it rose to its full
height and Heathcliff realized
what it was—a woman. Or
least he thought it was a
woman. She was wearing
some kind of suit—like for
traveling in space—complete
with a huge helmet. The
figure removed the helmet to
reveal a black mask covering
her face. The mask had a big
white skull painted on the
front of it.
The woman glanced
around the room as if getting
her bearings. “I’m back! How
long have I been gone?”
“Who are you?” Heathcliff
stammered.
 The woman chuckled.
“Why, sweetie, I’m the lady
who’s going to take over the
world.”
A supersecret thank-you to
my nerds and the true heroes
of this series: my two editors,
Susan Van Metre and Maggie
Lehrman, who help turn these
funny, little story ideas into a
real book; Jason Wells and
his team, who market and
publicize and help me get to
the airport on time; Chad W.
Beckerman, whose keen eye
and brilliant designs make
this series into something
very special; my wife and
agent, Alison Fargis, and
everyone at Stonesong—
thank you, Alison, for
keeping me grounded and
reminding me that I, too, am
a great big nerd; Nick
Herman, Mariah Molina, Na-
Quanda Chavis, Eileen
Schorr, Bonoki-Oscar, Kari
Smith, and the staff at
Starbucks #11807 in
Brooklyn, N.Y.; friends;
family; and of course, my
favorite little nerd, Finn.
About the Author
Michael Buckley, a former
member of NERDS, now
spends his time writing. In
addition to the top-secret file
you are holding, Michael has
written the New York Times
bestselling Sisters Grimm
series, which has been
published in more than
twenty languages. He has also
created shows for Discovery
Channel, Cartoon Network,
Warner Bros., TLC, and
Nickelodeon. He lives
somewhere (if he told you
where exactly, he’d have to
kill you).


This book was art directed

and designed by Agent Chad
W. Beckerman. The
illustrations were created by
Agent Ethen Beavers.

The principal of Thomas
Knowlton Middle School
was working at his desk when
the ninjas attacked. They
wore black masks and held
sharp swords over their
heads. One crashed through
the door with a high-pitched
wail, his deadly weapon
slicing the air, but he was
stopped in his tracks when the
principal karate-chopped him
in the Adam’s apple. Ouch!
Another ninja climbed
through the window, but his
head was crushed when the
principal slammed it shut.
Oof! A third ninja dropped
from an air duct in the
ceiling. His nunchucks
swirled in deadly arcs,
wrapping around the
principal’s beefy forearm.
But that was a mistake the
ninja would forever regret,
because the principal used the
nunchucks to yank the ninja
forward for a skull-splitting
head butt. Lights out!
 When it looked like the
attack was over, two more
ninjas popped out of the
drawers of a steel file cabinet
and attacked using their fists
and feet, knocking the
principal backward onto his
desk. They held him down
and, chuckling arrogantly,
removed gleaming daggers
from the folds of their
clothes. But the principal was
trained in several martial arts
and highly proficient in the
monkey, snake, and crane
fighting styles. Plus, he was
Irish, so he knew his way
around a street fight. He
snatched a stapler off his desk
and slammed it into one
ninja’s forehead and then the
other’s. Both men cried out in
agony and stumbled
backward, onto the bodies of
their fallen brothers.
The principal stood over
the pile of broken villains.
Then he started to applaud.
“Thanks, guys,” he said.
“Yeah, yeah . . . ,” the men
groaned as they staggered to
their feet.
One of the ninjas took off
his mask, revealing a chubby
face and a large bald spot in
the center of his curly brown
hair. He didn’t look like a
ninja. He looked like an
accountant.
“Did we at least surprise
you this time?” he groused.
The principal nodded.
“Absolutely, Randy. I was
completely taken off guard. I
didn’t see the file cabinet
thing coming at all. That was
a nice touch.”
“He’s just saying that
because he doesn’t want to
hurt our feelings,” another
ninja groaned. Underneath his
mask he had bright red hair
and a face full of freckles.
 “No, Barry. I really was
intimidated.”
Randy shook his head. “I
don’t know why you want us
to do this, anyway. You’re
the boss now. Your biggest
fear should be getting a paper
cut or someone parking in
your designated space. Why
keep training?”
“You don’t actually miss
your old job, do you?” Barry
asked.
 “Miss my old job? No!
That’s ridiculous. Why would
I miss it?”
“I have no idea,” Randy
said. “It was humiliating.
You’re a decorated war hero,
and they put you in that
stupid school kitchen with the
hairnet and the Tater Tots.
What a waste! This
promotion was long overdue.
You deserve to be director of
the National Espionage,
Rescue, and Defense Society,
so take it easy.”
“Thanks for the pep talk,
guys, but I’m fine,” the
principal said. “I’ve got to get
back to work. See you next
week?”
“Not if we see you first,”
Barry said as he slunk out the
window.
The others vanished
through the air ducts and into
the filing cabinet. In the blink
of an eye they were gone.
The principal put the
upended coatrack back in its
place, adjusted his portrait of
the president of the United
States on the wall, and
gathered what was left of his
office supplies.
He looked at the stack of
paperwork on his desk and
sighed. Truth was, he didn’t
know how to take it easy. He
did miss the adventure of the
field. There was nothing as
satisfying as the sound of a
bad guy’s nose breaking
beneath his fist. But what he
really missed was . . . well, if
anyone found out, he would
be the laughing stock of the
espionage community. He
crossed the room to a small
file cabinet locked tight with
fourteen different dead bolts.
He fished seven of the keys
out of his pockets, opened the
hollow heel in his left shoe
for another, found two in
between his big toe and his
second toe, and four more in
a secret pocket at the base of
his pant leg. When he had
unlocked all the bolts, he
opened the cabinet and pulled
out his most prized
possessions: a spatula, a pair
of orthopedic sneakers, a
hairnet, and a flowery smock.
He caressed them lovingly.
Why was it so hard to let go
of his previous job as the
school’s lunch lady? Why did
he miss the heat lamps, corn
nuggets, and fish surprise?
Suddenly, the phone rang.
It wasn’t the phone on his
desk. It was the phone. He
stuffed his kitchen tools back
in the cabinet and raced to his
desk. Underneath his coffee
mug was a glowing red
button. He slammed it hard
with the palm of his hand and
watched as his drab, poorly
decorated office went through
a dramatic transformation.
The yellowing walls flipped
over to reveal banks of
computers and electronic
maps of the world. His
ancient, clunky desk sank into
the floor and was replaced
with a blinking, beeping
control panel. The grimy
ceiling fan collapsed in on
itself, and a large television
monitor took its place. The
glossy black screen blinked to
life and his boss, a tough-as-
nails five-star general named
Savage, appeared on it.
Savage’s reputation as a
fearless soldier made the
principal’s record look
downright cowardly. Rumors
claimed the general once got
out of a pit of quicksand just
by threatening it.
Now, however, Savage’s
massive bullet-shaped head
looked sweaty and his tiny
eyes shifted nervously.
“Hello, Director. I wish I had
time for chitchat, but we have
a crisis on our hands that
needs your team’s attention.”
“What is it, sir?”
“We have it from good
sources that the president’s
daughter, Tessa Lipton, is
about to be kidnapped.”
The principal wasn’t the
kind of man to gasp, but the
news of such a brazen crime
took his breath away. “When?
How? Who?”
Savage’s massive head
dissolved and was replaced
with an image of the
complete opposite: a sweet,
cheerful-looking twelve-year-
old girl with a grin as big as
the midwestern sky. Her
image morphed into a photo
of an ultramodern building.
“We don’t know the when
or how, but we think we have
a where—Sugarland
Academy, a very prestigious
prep school for the children
of political bigwigs and
power brokers. It’s here in
Arlington.”
“I know the lunch lady
over there,” the principal
said. “The security is top-
notch.”
“Did you say you know
the . . . lunch lady there?” the
general asked.
“Um, we used to trade
recipes.”
“Okaaaaay,” Savage said
slowly. “Anyway, Sugarland
has its own twelve-officer
police department that
cooperates with Tessa’s four-
man Secret Service detail.”
“That’s a lot of eyeballs on
one person,” the principal
said. “Who would even try to
kidnap her?”
 The image was replaced
with a photo of a woman
wearing a black mask with a
white skull painted on it.
The principal scowled.
“Ms. Holiday!”
“She’s calling herself
‘Miss Information’ now,”
Savage said. “We managed to
get a mole inside her
organization. He called it
chaotic, filled with hundreds
of scientists working on
thousands of schemes aimed
at every corner of the world.
It’s really breathtaking how
quickly she’s put this thing
together.”
“And she’s had us running
ragged ever since,” the
principal growled. “I’ve had
to split the team to handle it
all. What else is this mole
saying?”
“Nothing. He’s dead. We
found his remains in the belly
of a beached great white
shark this morning. We’ve
alerted the president. He and
the First Lady are beside
themselves with worry. If the
commander in chief’s own
daughter can be kidnapped,
what does it say about our
national security?”
The principal nodded.
“This is not going to be easy
for us, General. It will be
tough to keep an eye on Tessa
without her or the president
knowing about it. The
founders of this team were
very concerned about staying
out of the political
maneuverings of whoever is
running the country. If the
politicians were to find out
we had a superteam at their
disposal, the kids’ lives
would be turned upside
down.”
“Then I suggest the kids
keep their powers to
themselves.”
“No upgrades,” the
principal said. “Good idea,
sir. I’ll have the kids enroll at
Sugarland Academy.”
“I’ll work with the Secret
Service and the school’s
police,” Savage said. “There
is one other problem,
Director. Sugarland is a
sophisticated school. The
students are mature and
cultured.”
“Sir?”
“And your kids are not—
especially the hyper one.”
“Flinch. Don’t worry, sir.
The team will rise to the
occasion.”
“And leave the crazy one
at home.”
The principal paused. Did
the boss really think he would
do something so dumb as
send Heathcliff Hodges on a
mission? If only there was
somewhere to send him . . .
Unfortunately, until the
brains in the science
department found a way to
return his parents’ memories
of him, Heathcliff had to stay
in the Playground.
“I don’t think I have to tell
you this mission is your top
priority,” Savage continued.
“I know it’s not easy to fill
Agent Brand’s shoes, but if
you and the team succeed in
keeping Tessa safe, no one
will question your
leadership.”
“Is someone questioning
my leadership?” the principal
asked.
But the screen had already
gone black. The room’s
technology was quickly
replaced with the drab,
battered furniture of his
principal’s office.
 The principal was tempted
to run to the file cabinet,
snatch the spatula, and stuff it
safely in the pocket of his suit
jacket. It would make him
feel better, but deep down he
knew Randy and Barry were
right. He was the boss now.
He had to put the grill and the
deep-fat fryer behind him.
“Take me to the
Playground,” he said out
loud.
 A green light flashed and
the floor beneath him opened.
It was time to fight the bad
guys, and he was heading
toward a place where he
could do just that.

To be continued in Attack of
the BULLIES …