Heathcliff turned to his double. “No, it doesn’t but what can I do? I’m evil.”

  “You stop.”

  “Just stop?”

  The boy nodded.

  “Just stop. You have more important things to do, you know. It’s time to use that big brain for something good. Go save the world.”

  Heathcliff woke with a gasp. Benjamin was hovering over him, zipping and shaking.

  “If you move, I’ll blast you, kid,” he chirped.

  “Want to help me save the world?”

  Benjamin spun around but said nothing for a long moment. “Seriously?”

  “C’mon!” Heathcliff cried. He darted out of the upgrade room. He raced down the hall and into the control center. “Benjamin, I need to see what our BULLIES are up to.”

  A huge screen dropped from above and blinked to life. A TV news anchor stood in front of the school while the BULLIES—each one of them nearly three stories tall, attacked the building. Whatever they had done in the upgrade room had turned them into giants.

  “OK, that’s not good,” he said. “All right, think. I’m the only member of the team in this time stream and my upgrades … no upgrades. There are four monsters attacking our school. Any suggestions?”

  “We need more agents,” Benjamin said. “Should we call in some veterans?”

  Heathcliff shook his head. “It would take them too long to get here and most of them are too old for the upgrade chair. What I need are some new recruits. But where …” He looked upward.

  “Heathcliff?” Benjamin said with more than a little worry in his robotic voice, but Heathcliff was already racing toward the exit tubes.

  He slammed a button on the podium and a second later he and Benjamin were sucked up into the lockers of Thomas Knowlton Middle School. Heathcliff blasted through the tiny door and into an empty hallway.

  “Where is everybody?”

  “My sensors are detecting a rather pungent smell,” Benjamin said.

  “It’s called lunch,” Heathcliff said.

  He ran down the hall and shoved open the double doors that led to the school cafeteria. His arrival was so loud that everyone turned to him.

  “My name is Heathcliff Hodges and I’m a spy. Who wants superpowers?”

  The kids looked at him as if he were one flapjack short of a stack.

  “A little help here, Benjamin?” he begged.

  The robot zipped around the room projecting images of Flinch, Pufferfish, Braceface, Gluestick, Wheezer, and Choppers fighting bad guys. “He’s telling the truth.”

  All at once, every kid in the school jumped out of their seat and collectively shouted, “I do!”

  “Follow me!” Heathcliff cried.

  He ran back down the hall and threw his locker door open, shoving kids in one by one.

  “Just to be clear, I think this is a terrible idea,” Benjamin said.

  Heathcliff smiled. “Benjamin, this is the best idea I have ever had.”

  Brand was very unhappy with where and when the time machine had taken him—Nathan Hale Elementary, May 1976. The school was still a construction site. Metal beams hung overhead and huge industrial machines were parked nearby. In a year, the school would open, and the NERDS would be born. But on this day there were no agents, no gadgets, and no fellow spies to help him stop Lisa Holiday.

  “You’re too late,” she said. She was standing nearby with a sledgehammer resting on her shoulder.

  “Am I?” Brand asked. “What is it you plan on doing?”

  “Why, I’m going to destroy this site. I may not be able to erase your precious NERDS agents, but I can still make sure the organization was never born.” She swung the heavy hammer at him. He barely had time to step out of its way.

  “Why are you here?” she asked.

  “Because I love you,” he said.

  “And you think you can help me? So one day I’ll be better and you and I can … what? Get married? Have a family? Buy a house with a little picket fence and save the world on the weekends? That’s never going to happen, and it’s not because I’m so bad and you’re so good. It’s because I don’t care about you. I never cared about you. You were an assignment and I manipulated you.”

  “I don’t believe that.”

  She laughed. “You’re a fool. Do you know how many men I’ve done this to? You’re not special.”

  The words stung him, but he kept moving toward her. “Even with that mask on, I can see you’re lying. You aren’t bad. You aren’t Miss Information. You’re a librarian who works at a school full of superpowered kids and you bake lousy deserts and worry too much.”

  Miss Information buckled over in pain.

  “Lisa!”

  “These headaches! They confuse me,” she said. Her bitter tone was gone.

  “It’s your mind rebelling against what you’ve become,” Brand said. “Let it go, Lisa. Let all of this go.”

  “Alex? Please help me, Alex. I’m so confused.”

  She reached up and removed her mask. There was the face that made him smile—the face that smoothed his rough edges—but she was in so much pain.

  “It’s going to be OK,” he said, taking her into his arms.

  He felt her jerk. Instinctively, he snatched her hand. There was a pipe in it.

  “I almost got you!” she said with a wicked grin. She swung at him with her fists and he hobbled out of her reach. She leaped into the air with a foot aimed at his neck, but he batted it away and stepped to the side, grabbing the back of her hair and slamming her to the ground.

  She hopped to her feet with unexpected agility and karate-chopped his belly. He bent over in agony and fell to avoid another kick, rolling away just as she stomped heeled boots where his neck had been. One boot got so close he had to catch it in his hands before it crushed his windpipe. He fought hard against it, thrusting upward and causing her to do a backflip in midair. She landed safely, but she was far enough away from him so that he had time to stand. He grabbed his cane and waved it at her.

  “Is that all you’ve got?” he said.

  The taunt sent her charging forward, but when she was close enough, he used the cane to catch her foot. A strong jerk and she was flat on her face. By the growl she let loose he could tell she was frustrated. Yes, get mad. Then you’ll make mistakes.

  “Lisa—”

  “STOP CALLING ME THAT!” she shrieked, racing at him like a runaway train. Her punches were fast and her feet faster. He blocked every attack, but each blow took more and more out of him. She pushed him backward, step-by-step, and finally he lost his footing, falling over a bag of concrete and slamming his head hard on a monkey wrench that was lying on the ground. He tried to stand, but his legs would not cooperate.

  Miss Information grabbed a handful of electrical wiring and went to the time machine. She dipped one end of the wire into the ball pit and connected the second to the control panel. At once, a shrieking sound filled the air.

  “Your little time machine is nothing more than a wormhole expander. I set it up to tear one into a ragged wound. The result will be a very big bang, sweetie. Once the battery cells overload, it will vaporize this site and stop your headquarters from ever existing.”

  Brand cursed his body. Why couldn’t he stand? “Sort of defeats the purpose. If you’re caught in the blast, how will you rule the world? That’s what you want, right?”

  She shook her head. “Oh, I’ll be long gone before then.” She pushed a couple of buttons and stepped into the pit, then turned and blew him a kiss. “Don’t look so sad. I think Lisa did love you. If only she were real.”

  With what little strength he had, he snatched the monkey wrench and threw it. It slammed into the ball pit’s control panel. Sparks and black smoke filled the air, and the screeching noise got louder and higher in pitch.

  The woman screamed in terror. “You’ve reversed the engine! You’ve created a black hole. It’s going to crush me!”

  Brand crawled on his hands and knees to reach
her. “Take my hand!” he cried, but she couldn’t move from the ball pit. A terrible, crackling energy rose up out of the machine and engulfed her body. She shook in pain.

  “Lisa!”

  “Alex, I wanted to tell you who I was, but I didn’t really know.”

  “You’re Lisa Holiday,” he cried.

  “I wanted to be,” she said.

  There was a massive shock wave and Ms. Holiday’s body broke into a million tiny flecks of dust. They rose up into the air like dandelion seeds on a summer breeze and drifted over the entire construction site. All that remained was the black mask with the white skull painted on it.

  Brand staggered to his feet and approached the ball pit. He gave the control panel a shake. It popped on and off. He pressed some buttons, made a wish, then crawled into the ball pit once more. It might kill him, too, but he had to try.

  “No one can stop us!” the thirty-foot-tall Snot Rocket cried. He stomped through the streets, snapping electrical wires with every step. He fired a massive booger at a car. It exploded. The other BULLIES cheered. Each one was as big as Snot Rocket.

  Loudmouth opened her mouth and a tornado blasted out of her lungs, ripping apart the street, tearing the roof off a nearby home, and pushing a garage off its foundation.

  Thor roared and beat on his chest. His protruding veins were thick with boiling purple blood and his eyes were bulging.

  “Anything we want is ours!” Funk shouted. His armpit smell caused a mailbox to ignite and melt. “And no one can stop us!”

  “Um, excuse me,” Heathcliff said from far below.

  Snot Rocket looked down at the little boy. He was standing in front of a sea of other puny children.

  “We’ve come to stop you,” Heathcliff said. He hoped that the giants wouldn’t stomp on him right away.

  “Are you sure this is going to work, Hodges?” Benjamin asked. “I don’t want to end up in a recycling bin.”

  “I don’t know,” Heathcliff admitted. “I’ve never confronted four superpowered giants before.”

  “You’re one of those NERDS,” Funk said, his voice booming like thunder. “The one without any powers. What did you do, kid, gather up your weakling friends to come out here and give us a piece of your mind?”

  “Not exactly,” Heathcliff said. He turned to his army. “Get them!”

  All at once, three hundred once-average kids attacked. Their weaknesses had been enhanced by nanobytes. Some of them could fly, some were very strong, and others were as fast as lightning. One kid could bounce like a basketball—he slammed into Funk’s face. Another turned to ice and blasted Tammy’s shoes until she hopped around with frozen toes. One kid turned into a hairy beast and attacked Snot Rocket with claws and teeth, and another kid produced so much sweat it caused Thor to slip and fall on his back. There were kids who teleported and kids who could move objects with their thoughts. There were kids whose skin was as hard as rocks and others who turned into water and still others who were now half cyborg. And together they were led by Heathcliff Hodges.

  “It’s working!” Heathcliff cried.

  But he spoke too soon. With a massive swipe of his paw, Thor knocked fifty of the children unconscious.

  “Get back!” Heathcliff shouted, but it was too late.

  Funk unleashed his powers, bringing a thousand enormous maggots from underground. They slithered over more of the would-be heroes.

  It sent a panic through Heathcliff’s army. A few hurt themselves trying to retaliate. Others had no idea how to use their nanobytes in the first place. Heathcliff had gambled and lost. Unfortunately, it appeared the world had lost, too.

  “You look like you need some help, pal,” Jackson said. Heathcliff turned in time to see the boy climb out of a ball pit that had materialized behind him. Duncan, Flinch, Matilda, and Ruby were next.

  “So, I see you’ve been busy,” Ruby said.

  “Desperate times,” he said.

  “He’s been doing a good job,” Benjamin beeped.

  “You’re back!” Duncan cried.

  “Mr. Hodges fixed me,” the orb said. “It’s very good to see you all, again. However, might we save our reunion for another time? When we’re not playing Jack to these giants?”

  Ruby started scratching her legs. “Aargh! I’m allergic to end-of-the-world scenarios.”

  “So, what’s the plan?” Heathcliff said to her. She smiled. He knew she liked running the show, even when the show looked like it was going to end very badly.

  “Matilda, fly up and blast Thor in the eyes with your inhalers. He can’t hit what he can’t see.”

  Matilda soared into the sky. A moment later she was zapping the angry beast in the face.

  Ruby turned to Duncan. “How do you feel about being tossed in the air at a giant’s face?”

  “Um, OK … I guess,” he said.

  “Jackson, I need some of your quarterback skills. Toss Duncan at Loudmouth. Duncan, you need to seal her mouth tight with your glue.”

  “Excellent. And when I come falling out of the sky …?”

  “Flinch will be there to catch you,” Ruby replied.

  “I’m on it,” Flinch said, shoving four Twinkies into his mouth. His body began to shake and he pounded on his chest. “I AM MIGHTY!”

  “Good, cause when he’s safe on the ground, I need you to target Funk,” she said. “You’re a lot faster than his nasty powers. I have a feeling you might be able to get him to accidentally turn his own grossness on himself.”

  “Yay!” Flinch cried as he swallowed a bag of Swedish Fish without chewing.

  Jackson picked Duncan up with his braces. “You ready, pal?”

  “Is anyone ever ready for something like this?” the boy asked.

  Jackson aimed and threw. A second later, Flinch flashed through the mob to wait for his falling buddy.

  “Do I get to do anything else?” Jackson asked.

  “I think we could stop Snot Rocket if he had a bloody nose,” Ruby answered with a grin.

  Jackson winked. “Got a new trick I’ve been wanting to try out.”

  His braces poured out of his mouth, forming a massive exoskeleton as big as any of the BULLIES. Jackson sat in its center, looking like a massive Rock’em Sock’em Robot stomping toward Snot Rocket.

  “I suppose you want me to hide,” Heathcliff said. “I know I don’t have any useful upgrades. I don’t want to get in the way.”

  “Hodges, you have three hundred superpowered kids at your disposal,” she said. “That’s your army. When these jerks get knocked off their feet, we’re going to need a whole bunch of them for wedgie duty.”

  There was a massive thud. Ruby and Heathcliff turned and saw that Thor had fallen onto his back.

  “Kids, get him!” Heathcliff shouted, and he led his army into the fray. His team kicked and punched Thor and tied him to the ground.

  Heathcliff cheered anew when each of the four horrific BULLIES fell. Being a part of the team—even if he couldn’t do anything himself—was one of the most satisfying days of his life.

  TOP SECRET DOSSIER

  CODE NAME: BEANPOLE

  REAL NAME: MIKEY BUCKLEY

  YEARS ACTIVE: 1977–82

  CURRENT OCCUPATION: CHILDREN’S BOOK AUTHOR, NERDS CONSULTANT

  HISTORY: IF ONE COULD SUM UP

  THE MANY TALENTS AND GIFTS MIKEY

  BUCKLEY POSSESSES IN A SINGLE WORD,

  IT WOULD HAVE TO BE “BRILLIANT.”

  A RARE GENIUS WITH AN UNRIVALED

  IMAGINATION, BEANPOLE IS BELIEVED

  TO BE THE CREATOR OF THE BENJAMIN

  ORB, THE UPGRADE CHAIR, FRENCH TOAST

  STICKS, AND THE MOON BOOT STILTS

  THAT ALLOWED HIM TO RISE NEARLY

  FIVE STORIES ABOVE THE GROUND. I

  COULD LITERALLY GO ON AND ON ABOUT

  HOW COOL THAT KID WAS … AND HE

  WAS GOOD-LOOKING, TO BOOT. BUT WHAT

  COULD I SAY THAT HASN’T BEEN

  SAID IN THE THOU
SANDS OF

  BIOGRAPHIES WRITTEN ABOUT

  HIM, OR THE FOUR FEATURE

  FILMS THAT ALL WON

  OSCARS, OR THE ALBUMS

  OF SONGS BY NIRVANA,

  MADONNA, AND TAYLOR SWIFT

  THAT HE INSPIRED? I MEAN, IF

  YOU HAVEN’T READ THE BOOKS OF

  POETRY ABOUT HIS HAIR ALONE,

  THEN YOU’VE BEEN LIVING UNDER

  A ROCK. SO, SUFFICE TO SAY,

  BEANPOLE WAS THE GREATEST AGENT

  IN NERDS HISTORY.

  UPGRADE: WHAT COULD TECHNOLOGY

  GIVE HIM THAT THE GOOD LORD HAD

  NOT GENEROUSLY BESTOWED? THE

  BOY WAS SIMPLY AWESOME!

  When the NERDS used the ball pit to return to the present, they agreed that they needed to keep their end of the wormhole open no matter what, just in case Agent Brand made it back. They closed all the other ball pits out in history, and Heathcliff adjusted the facial recognition software on the Playground computers in hopes of spotting their boss somewhere in time. But it gave them no word of Brand or Ms. Holiday.

  Still, there was good news. The present the children came back to was changed for the better. The Playground was no longer buried under concrete. President Lipton had never been arrested and the NERDS organization was still a national secret.

  Ruby hoped she would find things at home altered, too. As she walked toward her house, her palms began to itch. She was allergic to uncertainty. What would she find beyond that door?

  “Get in here out of the cold,” her mother said, opening the door before she could even knock.

  “Good news, sweetpea,” her father said when she came through the door. “We found a hotel for everyone.”

  “And it’s got a pool,” Cousin Finn cheered as he raced into the hall.

  The rest of the family followed. They were all there! Every single one!

  “We’ll be out of your hair in no time,” Aunt Laura said.

  “This hotel better have an elevator,” Grandpa Saul said.

  “Of course it has an elevator. What hotel doesn’t have an elevator?” Grandpa Tom cried.

  Predictably, a huge spat broke out with everyone bickering and talking at the same time.