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The flight back to Arlington was not quiet. Ms. Holiday spent most of it scolding Duncan for disobeying orders and, more seriously, for scaring her half to death. Agent Brand sat nearby, smoldering. He stood up, paced back and forth, then sat down again, only to repeat it all a moment later.

When the School Bus finally landed in the gymnasium, it was met by several panicked scientists.

“There’s four of them, not to mention the squirrels,” a scientist said between anxious gasps.

“One of them is Choppers and this guy with a hook for a hand. They’re tearing up the Playground,” another scientist said. “But they’re nothing compared to the woman. There’s murder in her eyes—pure evil. We snuck out but everyone else is down there with them.”

“You didn’t mention the other guy with them who was wearing the goofy costume,” the third scientist cried. “I saw them take him into the upgrade room. I think they’re trying to give him upgrades.”

“There’s no need to worry about that,” Ms. Holiday said. “Benjamin will only upgrade kids.”

“Albert’s ray gun could fix that,” Duncan said.

Agent Brand’s face fell. “Ms. Holiday, suit up. I’m afraid we’ve been invaded.”

Ms. Holiday raced off while Brand took the children through the tunnels that led to the Playground. They found chaos waiting. Tables were turned over, experiments were busted on the floor, and a hundred scientists in lab coats were bound and gagged.

Brand took the gag out of one scientist’s mouth. “What’s happened?”

“It was Choppers—”

“Where is he?”

“He put that guy in the suit in the upgrade chair and then he and the rest of them emptied out the processors from every computer,” the man said.

“All right, you’re going to have to be patient. We’ve got a crisis on our hands and no time to untie you all. It’s best if you’re out of the way,” the agent said. Before he could give more orders, the door to the upgrade room opened and out came Albert Nesbitt.

Duncan was shocked at what he saw. Albert’s entire body was covered in computer ports—for USB cables, FireWire adapters, and all manners of plugs, both foreign and domestic. Albert looked down at himself, perplexed.

“What has happened to me?” he asked. “What kind of superpower is this?”

The Benjamin orb floated around him. It made a series of chirps and then spoke. “Your body is a disaster, Albert. Nearly every physical quality a human being has is a tremendous weakness on you. Your muscles are like those of a kitten. Your skin and teeth are in bad shape. Your bones are truly overworked, and you are entirely too heavy. There isn’t enough nanobyte technology in the world for me to make the necessary changes. I was forced to improvise.”

“Improvise?” Albert said. “You turned me into a monster!”

“No. On the contrary, I gave you the tools to upgrade yourself. Every single one of the devices implanted in your body allows you to plug in technology and adapt it as your own.”

“His upgrade is that he can upgrade?” Matilda said.

Albert still seemed confused. “Show me.”

The orb darted across the room and Albert followed, roughly pushing past the team, who stood dumbfounded, not sure what to do. It seemed best to just let Albert discover his abilities so they would have some ideas for how to fight him.

Benjamin stopped at one of the experiment tables, on which sat a strange-looking pair of glasses. They were enormous, too big for a head, and they had a cable hanging from them that was plugged into a computer. “This is an early prototype for a device that allows the wearer to see through walls.”

Duncan knew the glasses. He’d spoken to their creator, Dr. Monroe, many times.

Albert unplugged them from the computer and fastened them into one of his own ports. Suddenly, his eyes glowed a bright green and he looked around the room with wonder. “I can see through everything. I can see the students walking on the floor above this room. Somebody lost a wallet behind this wall. It must have fallen when they were building the school. This is incredible. I have X-ray vision!”

Albert rushed to another table. “What does this thing do?” he asked, grabbing what looked like a piston from an automobile off the table.

“This is a device designed to increase the horsepower of any engine by a thousand.”

Albert plugged it in, and again his eyes turned green. In moments he was running around the room at superspeed. “I’m like the Flash!”

“Benjamin, maybe you don’t need to help him,” Jackson said nervously.

“Oh, your little computer is under my control,” Albert said, holding up his ray gun. He waved it in the air and then rushed to another table to snatch up another project and plug it in. “I can turn invisible!”

“Albert, let’s slow down a little,” Duncan said. “You don’t know what a lot of those devices do and you might plug in the wrong thing.”

Albert jumped out in front of Duncan. “Look at this,” he said as his big hands caught on fire. He waved them around in the air and laughed. The flames did not seem to bother him at all. “I’m a superhero! I’m really a superhero!”

“All right, team,” Ruby shouted. “The more gadgets supercrazy plugs into himself, the more unstoppable he becomes. Let’s take him down!”

Duncan watched his teammates leap into action. They surrounded Albert and took turns attacking him, but Albert’s new powers were already making him a formidable threat. The team was having very little success.

I can’t just stand here, Duncan thought. The team needs Gluestick!

Duncan snatched Benjamin out of the air and rushed to the upgrade room. He hoped he had enough time. When the door closed, he pushed a tiny button on the side of the orb and watched all its lights suddenly die. Then there was a hum and the ball chirped.

“Rebooting,” Benjamin said.

“Are you back, buddy?” Duncan said.

“Affirmative. That man is not very nice.”

“Yes, I agree, and we’ll take care of him, but first we have another thing to think about. I need my upgrades, and fast!”

“I’ll give you express service, Gluestick!”

The chair rose out of the floor and Duncan hopped into it. His arms and legs were strapped down and the lasers began scanning his body. Duncan closed his eyes, feeling the tiny computers swarming through his bloodstream. He could literally feel them clinging to the sides of his veins, swirling beneath his skin, and shuffling across his bones. He could also hear a tremendous crash outside.

“Just one more moment,” Benjamin buzzed.

There was a horrible explosion. It sounded as if the roof had collapsed. Waiting for the upgrade process was excruciating.

“Stop!” Duncan cried as he pulled off the straps. “I can’t let them fight him alone.”

“But I’m not finished. I can’t guarantee your powers are going to work properly.”

“I’ll have to do it on my own, then!” Duncan shouted. He raced to the door and got a face full of dust when it opened. A huge hole had been blasted in the ceiling, all the way to the sky. Flinch was already leaping upward with Pufferfish in his hands. Jackson had turned his braces into huge gorilla arms and was hefting himself up as well. Matilda was waiting for Duncan.

“You OK?” she asked. She looked worried.

“Yeah, are you OK?” he asked.

“Sure,” she said, grabbing him in her arms. Their faces were closer than ever before. Then she fired her inhalers and they zipped upward, finally landing on the lawn outside the school.

They saw Albert. The man’s body had grown to four times its size and he had what looked like dozens of gadgets hooked into his ports, turning him into a walking dynamo of power.

Tiny Pufferfish stood toe-to-toe with the giant. He swung at her, but each time she hurled herself out of the way at just the right time. “Luckily, I’m allergic to getting squashed,” she said, scratching at her legs with each life-saving leap.

Albert, however, was becoming enraged. “I have to smash you all so I can go out and save the world!” he bellowed.

“You don’t become a superhero doing supervillain deeds, dude,” Jackson said as his braces became spikes that poked at Albert’s feet. Albert howled in pain, then shot a ball of fire from his hands right at Braceface. The boy’s braces twisted and turned into a massive shield that saved him from being broiled. Unfortunately, four more fireballs slammed into the side of the school, setting it on fire. Luckily, it seemed all of the children and staff had been evacuated. Duncan caught a glimpse of them on the other side of the building.

“Hey, loser,” Flinch cried as he hopped up and down for Albert’s attention.

Albert brought his two fists down hard on the ground, narrowly missing Flinch, who used his superspeed to run between the big man’s legs. Now behind Albert, Flinch leaped up and kicked the villain in the rear end. The force of the kick sent Albert flying forward and his head crashed into the cafeteria, breaking the wall and destroying the tables and chairs.

“OK, we can beat up on this guy all day, but what are we going to do to stop him?” Matilda cried. “All those gadgets he plugged into himself are supercharging him with powers. Is there any limit to what he can do?”

And at once, Duncan knew. “Benjamin,” he cried, “come with me.” And he took off running toward Albert. The gigantic criminal was starting to sit up. He rubbed his head and shook the concrete dust from his torn mask.

“Whatever we’re doing,” the orb said, “it seems like a very dangerous plan.”

“You’re the most powerful computer in the world, correct?” he asked as he sprinted onward.

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“Correct.”

“It must take an awful lot of power to run you,” Duncan said.

“It does,” the orb replied.

Duncan snatched Benjamin out of the air. “Then let’s give Captain Upgrade all the power he can handle!”

By this time, Albert had staggered to his feet. Still dazed, he didn’t see Duncan’s approach, nor did he see him pull one of the gadgets out of the port on his ankle, remove it from its cable, and plug in the glowing blue ball.

But he felt it.

He let out a howl similar to one you might make if you stuck a fork in a light socket. Beams of bright green energy shot out of his eyes and flew up into the sky. All of the gadgets began to fizz and pop and suddenly blink out, all but Benjamin.

“It’s too much power,” Albert bellowed. “I can’t handle any more!”

“Exactly,” Duncan said.

Then, like a tree, Albert fell over and was still.

“What did you do to him?” Matilda cried when she rushed to Duncan’s side.

“I crashed his system,” Duncan said as he removed Benjamin from the cable. “If he’s a walking computer, then there’s a way to overwhelm his processors. Too many open applications fried his mainframe.”

“That problem is solved,” Pufferfish said.

“Now we have to stop Simon and Albert’s mother,” Jackson said.

“But where did they go?” Flinch cried.

Suddenly, they heard a rumbling from inside the school.

“The School Bus!” Flinch shouted.

He led the team back into the school and made a beeline to the gymnasium. Once there, they saw Ms. Holiday in her black spy gear. Brand was nearby in his tuxedo.

“Close the roof!” she shouted, but the rocket was already rising up into the air. Strapped to the side of it was a massive version of the ray gun.

“He’s going to activate his machine and there’s nothing we can do to stop him,” Matilda cried.

“Actually, there is,” Duncan said. “But I’ll need a ride.”

Matilda winked at him and snatched the boy off his feet. Together they rocketed into the air via her inhalers, soaring higher and faster than either had ever gone. In no time they were closing in on the ship.

Duncan looked down at his hands. “I hope there’s enough nanobytes in there.”

“What are you going to do?”

“Show everyone why I’m on this team,” he said, and he jumped onto the rocket, clinging to the metal skin of the School Bus. Matilda shouted at him.

“Um, when did you get so cool?” she cried, then did something startling. She zoomed up and kissed him on the nose. Then she darted away. Duncan didn’t have time to think about the kiss. He wasn’t sure how long he could stay attached to the rocket—gravity was pulling at him and the ship was shaking tremendously. He had to get inside fast.

He climbed along the ship’s hull until he found the hatch. Then, using every ounce of his strength, he turned the large wheel on the door and watched as the door fell away toward Earth. Moments later he was crawling inside the rocket, much to the surprise of Simon, Mama, the goon, and the squirrels.

“When will you listen to me?” Mama shouted at Simon. “I told you to kill the heroes, but no! What would I know?”

Simon shook his head. “So, old friend, here we are again. The world is on the brink of a disaster I created and only you can stop me.”

“I’m not your friend, Heathcliff,” Duncan said.

“Yes, you’re right. It’s been a long time since I could call you or any of the team ‘friends.’ You turned your backs on me, and that’s why I have made it my life’s work to destroy you. I’ve studied you all, inside and out, and I know your weaknesses. You, for instance, rely too heavily on gadgets and technology. You could never have guessed they would be your downfall.” Simon pulled out another ray gun. He fired it at Duncan, who could feel his nanobytes shutting down. Once again, he was powerless.

“Now you are without your little techy bag of tricks, and I’ve taken enough superprocessors for my machine. Soon I will have control over every computer in the world and there will be nothing that you or your goofy band of spies can do to stop me.”

“So you think you know me, huh?” Duncan said. “You might be surprised. My family doesn’t really know me. Agent Brand doesn’t even know me. Until very recently, I didn’t know myself, but what I’ve learned is very surprising.”

“Oh?” Simon laughed. “I highly doubt that.”

“It’s not the nanobytes or the gadgets that will help me stop your stupid plan. It’s my brain that’s going to help me kick your butt.” Duncan pulled back and punched Simon in the face. The bucktoothed boy fell backward and slid across the floor. When he got up, his mouth was full of blood and his hands were full of teeth. Two teeth, in fact.

“What have you done?” Simon lisped. His mouth had a huge hole where his big choppers used to be. “You’ve . . . you’ve—”

“My brain told me a good pop in the mouth would stop you,” Duncan said. “Pretty smart, huh?”

Simon turned to his squirrels. “Go get him, you good-for-nothing freeloaders.”

The squirrels stood still, shaking their heads back and forth and looking utterly confused.

“Didn’t you hear me? I commanded you to—” Then Duncan saw a flash of understanding in the villain’s eyes. The squirrels had been under his command for a long time. They weren’t his partners. They were his hostages. And now they were suddenly free and they wanted revenge.

Simon’s furry minions turned on him, and months’ worth of rage came out as they scratched at him and hurled nuts in his face. He fell to the ground, unable to defend himself.

“So that’s how you take over the world, kid?” Mama shouted at Simon.

“Two down, two to go,” Duncan said. “I just fried Albert’s brain. He won’t be causing any more problems.”

Mama snarled. “I’m taking over this operation. I’m going to show you all how it’s done, and the first thing we’re going to do is kill the hero. Do it!” she shouted at the goon.

The goon looked at Mama and shrugged. Then he flashed his hook at Duncan. Its silver edges glimmered almost as much as his wicked smile. Then he lashed out at the boy.

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Duncan leaped out of the way just in time. He stumbled over a chair. The goon slashed at him again, opening the leather seat of the chair and sending stuffing flying.

“C’mon kid,” the goon said as Duncan stumbled toward the back of the rocket. “There’s no escape.”

Duncan was backed up against a bank of computer monitors. The goon was mere inches away. He raised his hook high in the air and brought it down hard and fast. Duncan ducked and heard a crash. Sparks showered down on him, and when he looked up, he realized the goon was shaking uncontrollably. His metal hook was impaled in one of the TVs, and electricity was coursing through him.

Duncan flipped off the power and the man tumbled to the ground, unconscious.

“Enough!” Mama screamed. “I’ll do it myself!.” With rage in her eyes she lunged forward and grabbed Duncan by the shirt and threw him toward the open door of the rocket. Duncan grabbed on to Mama to save himself and they both went tumbling out of the ship into the open sky. They turned end over end as the hungry earth below pulled them ever closer.

But then Matilda was there, with an arm around Duncan’s chest, stopping his fall. Duncan tried to hold on to Mama, but the old woman squirmed like a cornered animal and pulled herself from his grip. All Duncan and Matilda could do was watch as Mama disappeared into the clouds.