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“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 THOUSANDS 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