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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.

“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.