Chapter 01: Jake

‹Come inside, please—all of you. And quickly.›

Out of the corner of my eye, I saw Tobias start forward, saw him jerk to astop as Marco’s hand seized his shoulder. I heard Cassie’s soft, terrifiedgasp, somehow seeming every bit as loud as Rachel’s wild, unbalanced laughter.I felt the crawling tingle of adrenaline flooding my veins, and the tight,breaking-point tension of muscles that didn’t know whether to freeze or flee.The alien ship filled my vision as the voice filled my thoughts, both of themimpossible to believe, impossible to ignore.

There was a shout, a muffled thud, a whoosh of air, and I tore my eyes awayto see Marco doubling over as Tobias stepped back, his fists clenched. Withouta word, he whirled, running toward the ship, toward the ramp and the openhatch above.


Tobias froze in mid-step as if the word had been a magic spell, balanced onthe toes of one foot, his clothes and hair like carved marble. Behind him,Marco straightened on puppet strings, still coughing and wheezing as someinvisible force drew him upright and held him there. I fought back a wave ofnausea as Rachel’s laughter lifted another octave, as Cassie’s frightenedwhimpers cracked and gave way to open sobbing.

Move! I shouted at myself. Run! Scream! Do SOMETHING.

But what?

It was a spaceship.

A spaceship, in the middle of the construction site, where seconds earlierthere had been nothing but dusty foundations casting shadows in the moonlight.

What was there to do?

‹There will be peace between you,› the impossible voice said again, and Irealized with a blood-freezing chill that it was my voice—not someunfamiliar mental interruption, but my own inner voice, the words soundingexactly the same inside my head as they would have if I’d thought them myself.

Whatever was talking to us, it was hijacking our own brains to do it.

‹There must be peace between you,› it continued. ‹You must come together,all of you, or those you leave behind will be lost forever, and you soonafter.›

I looked at Tobias, whose eyes were wide and frightened, his nostrils flaringas he struggled within his unseen restraints. I looked at Marco, whose facewas a mirror of my own, his jaw clenched with fear and doubt and indecision. Ilooked at Rachel, who had choked on her laughter and now stood silent andhorrified, a hand over her mouth. I looked at Cassie, at the tears that werestreaming down her cheeks and disappearing into the dust at her feet.

I looked at them, and they looked at me.

I’m not psychic, you know. I’m not one of those guys who believes in pastlives or déjà vu, or who writes down his dreams and thinks he knows what theymean. Up to that point, I’d never even really thought about the future, muchless tried to predict it. And even now, if you ask me, I’ll tell you that Idon’t really believe in fate, in destiny.

But I swear, in that moment, when the four of them looked to me, I got somekind of a glimpse of what was coming. I think that’s what snapped me out ofit, what finally got me moving. Because not moving, not reacting, standingthere and letting things just happen—that’s a choice too, you know?

I stepped forward, half-expecting to meet resistance, overwhelmed with reliefwhen I found none. “Why?” I asked, staring up at the ship. I didn’t shout.Somehow, I knew it wasn’t necessary.

‹An enemy approaches,› said the voice in my head. ‹I have delayed it, for now.There are two-to-the-fourteenth decoys scattered across this hemisphere, andits methods of falsifying them are slow. But our conversation must begin, forwe are close to the obvious target, and luck may favor evil as easily asgood.›

I couldn’t help it. I shivered. Something about hearing the word evilechoing through your mind, put there by someone else, a thought transplantedagainst your will. I looked over at Marco again, saw him staring back at me,saw him shake his head slowly in the darkness. I knew what he was thinking.You don’t ever get in the car with the kidnapper, man. No matter how bad itis, it’s only going to get worse once you give them home field advantage.

‹I am no kidnapper, Jake Berenson.›

My head snapped back toward the ship so fast that my neck cracked. A low,hopeless groan crawled its way out of Rachel’s throat, and I felt suddenwarmth in my hand as Cassie stepped forward and laced our fingers together.

“Then why do we have to come inside?” I asked. “Why don’t you come out here?”

‹Because I am dying.›

“The closest word would be morphing, I think. Shapeshifting would seem to betoo broad, since you can’t take the form of anything that is itself incapableof moving or sensing its environment, nor anything that lacks some kind of agenetic map.”

He stood with his back to us, using words that I might have understood ifthey’d come half as quickly, or if my brain weren’t already stunned and punch-drunk. He was moving as he spoke, his hands darting back and forth across acontrol panel the size of a dinner table, his eyes tracking dozens of strangesymbols as they cast their soft blue light onto his skin.

His human skin.

“It is done with nanotechnology, in response to focused thought, in a processtoo complicated to explain. Imagine your body being disassembled and stored inan alternate dimension, while a new body is built from scratch in its place,controlled via a mental link. This is a lie, but a useful one—the new bodywill respond as if it is your own, will feel as if it is your own.”

He didn’t look like he was dying, didn’t sound like he was dying. But—he’dsaid—appearances could be deceiving.

“You will witness arms becoming wings, eyes becoming antennae, skin becomingscales. For a time, you will be the other organism. Your true body remainsunchanged—sent elsewhere, its processes suspended.”

I shook my head, struggling to understand, fighting to make the pieces clickand painfully aware that think harder wasn’t exactly a strategy.

“You expand the library of available morphs through manual acquisition. Simplytouch the organism you wish to become, focusing your thoughts in a particularway, and the system will begin its analysis. The first analysis will takehours, but given the shared ancestry of life on this planet, subsequentacquisitions will be usable within minutes or seconds.”

We were huddled together on what seemed to be the bridge of the spaceship—avast, cavernous space filled with panels and instruments, shining in a blueglow that cast no shadows, as if it were emerging from the walls themselves.There were kiosks and consoles arranged in a wide arc around the centralviewscreen where the alien now stood. Half of the consoles were burnt,blackened and misshapen, wrenched away from the large, ragged hole that hadremoved most of the far wall. If it weren’t for the curled, springy grasscarpeting the floor, the whole thing could have been a set from the next StarTrek movie.

I still held Cassie’s hand in mine, the two of us gripping tighter and tighteras sweat made our palms and fingers slick. At some point, my other hand hadfound Marco’s, just as Cassie had reached out to Rachel. It was embarrassing,childish, but no one had said anything. We were all too frightened to care.Even Tobias had grabbed hold at first, taking Rachel’s other hand as the pairof them led us up the ramp. But he’d let go once we reached the bridge and wasnow standing slightly apart, his eyes locked on the alien as his hands slidback and forth across the consoles, stroking them the way you might pet asleeping cat.


It wasn’t exactly a thought. Just a word, floating up from English vocab. Itattached itself to Tobias like a bookmark—a feeling, a question, a vague sensethat there was something there I’d want to come back to, later. I was afraid.Cassie was afraid. Even Marco and Rachel were afraid. But Tobias … Tobias wassomething else. Deep below the surface, some part of my brain logged it,flagged it, grouped it together with three or four other things and startedlooking for the pattern.

There had been another moment—outside, when the invisible bonds holding Tobiasand Marco had loosened, leaving both boys standing on their own two feet.

“We have to go inside,” Tobias had said, turning to face the rest of us, apainful urgency threatening to crack his voice.

“Like hell,” Marco had shot back. “I can think of a hundred reasons not to,and half of them don’t even involve probes.”

Beside me, Rachel had stirred, shaking her head as if trying to clear herthoughts. “This—is real?” she’d asked quietly, speaking to no one inparticular. “This is really happening?”

No one had answered her. “It’s a spaceship, Marco,” Tobias had pleaded.“This is the most important thing that’s ever happened.”

“So take a picture with your phone, send it to the cops, and let’s get outof here.”

“It’s dying. What if it needs our help?”

“It says it’s dying. And even if it is, that’s not our problem. You can goright inside and catch space AIDS, but I’ve got no interest in gettingabducted.”

He’d turned to go. Again, I’d felt my thoughts skidding, my mouth hanging openas I struggled to find the right words to say—

“Marco, wait!” Cassie had shouted.

We’d all turned to look at her, Marco included. Cassie, the whisperer, thequiet one. Cassie who never shouted, ever. I’d squeezed her hand, trying tooffer support, or reassurance, or something, I wasn’t entirely sure what andprobably neither was she. She’d gulped, her jaw trembling, and continued.“It’s just that—it said—it said all of us, right? We all have to go together,or—or else—”

‹Or else all of you will die.›

I’d cleared my throat. “Why should we believe you?”

‹What would you say, Jake Berenson, if I told you I had seen your future?›

“Bullshit,” Marco had said, without hesitation.

There’d been an amused rumble, the memory of a giant’s laughter. ‹If I wishedyou harm, Marco Levy, do you think that you would still breathe? Do you thinkI need lies to strike you down? I do not even need weapons—if I but hold youfor an hour, my enemy will do the rest. What I am offering is help—help youdesperately need, help that I cannot give unless you come inside. Make yourchoice—trust and live, or doubt and die.›

After that, there hadn’t been much more to say. Just another one of thosemoments, when all four of them had looked at me, as if they somehow neededme to give the order. And so we’d climbed the ramp, and stepped through thedoor, which had thankfully stayed open behind us. And there, in the graceful,organic hallways, holding hands like kindergarteners, we’d seen the woundsthat had been hidden in the darkness of the construction site—the shatteredbulkheads, melted consoles, scorched turf.

It was clear that there had been a battle.

It was clear that the alien had lost.

On the bridge, he entered a final sequence of commands, studied the viewscreenfor a long moment, and nodded tightly, an uncannily human gesture.

Marco noticed, too. “You’ve been on Earth before.”

The alien—the man—turned to face us, and nodded again. “Yes. I spent severalyears in human form, in fact. It is—not unpleasant, to wear this body oncemore before the end.”

I glanced around the bridge, at the alien grass, the domed ceiling, theconsoles just a little too tall for comfortable human use. “What do you looklike normally?” I asked.

“You will see soon enough, Jake Berenson. But we have sadder matters todiscuss, and only minutes to discuss them, for all my skill and subterfuge.Before we proceed, there is one question you must answer, as honestly aspossible.” He paused, and I felt the hands gripping mine tighten further,Marco’s no less than Cassie’s. “Human children, what deeds would you do—whatburdens would you shoulder—how far would you go, if the fate of your specieshung in the balance?”

A part of my brain that I hadn’t ever noticed before had awakened, was workingovertime, pouring new information into the stream of my thoughts as quickly asit could generate it. I saw my friends’ faces, heard their voices, felt a kindof strange certainty as predictions began making themselves without any helpfrom me.

Rachel: Whatever it takes. Just say the word, and I’m there.

Cassie: Just _our species? Just humans? What about everything else?_

Marco: Why are you asking _us? _We’re _kids, in case you hadn’t noticed._

Tobias: In the balance of what?


I frowned. That wasn’t how brains were supposed to work—was it? Why couldn’t Ipredict what I would say?

“I think you’ve got the wrong guys, Mr. Alien,” Marco quipped. “We’re barelyeven teenagers; we probably couldn’t get two miles on foot before curfew.”

The alien said nothing, only shifted his gaze, waiting.

“Are you asking us to leave Earth?” Cassie said, her voice shaking. “Isthere—is something going to happen, and you can only save a few people? Onlyhumans?”

Another pause, another shift.

“If there’s a fight, I’m in,” Rachel said, her voice suddenly strong andconfident.


“What is it?” Tobias asked. “What deeds, what burdens, what fate?”


I felt a chill run down my spine, felt cold sweat break out on my forehead.Those eyes—there was something about them, something deep and dark andinscrutable, hiding just beneath the surface. Even if we’d met on the street,I’d have known they weren’t merely human.

I took a deep breath. “You said we have only minutes?” I asked.

“Perhaps as many as forty. Perhaps as few as twenty.”

I turned to look at my friends, searching their faces for understanding, forpermission, for forgiveness. Tobias’s expression was a wild mix of hope anddespair, Rachel’s a grim mask of determination, Cassie’s a tear-stainedportrait of uncertainty.

What did mine look like?

I locked eyes with Marco, who bit his lip and glanced significantly at theragged hole, at the bright points of starlight just barely visible through thegleam of headlights on the highway. I could see the wheels in his headturning, could imagine his thoughts with an unnerving degree of confidence.

Tick tock, Marco was thinking. Tick tock.

I turned back to the alien. “It’s not a fair question,” I said. “But it’s toolate to say no, isn’t it?”

He explained it all with cold, surgical precision.

I had thought we were terrified before.

I needed a new scale.

“The operation is currently limited by the inaccessibility of this systemthrough ordinary means of space travel. There is a single pool ship in orbit,supporting a single nexus on the ground. The invasion force has finiteresources, and is largely dependent on co-opted Earth technology, which is farinferior to that of the main Yeerk fleet currently blockaded several thousandlight-years from here.”


“Even so, we estimate that there are roughly twenty thousand host-ready Yeerksin the subterranean pool at the center of your city, and material to supportan infestation ten times that size. The pool is where the Yeerks live in theirnatural state, and where they must return every three days, to absorbkandrona, an essential nutrient.”

Slugs. Blind, deaf, defenseless. Just ugly little slugs that crawled in yourear and seized control of your brain. Talking with your voice. Living withyour body. Raking through your memories so that they could impersonate youwith absolute precision.

An endless, living nightmare.

“In all likelihood, the number of actual Controllers is currently well under athousand, but even slow exponential growth will eventually reach a turningpoint. You have until that point, or until outside reinforcements from theYeerk fleet arrive.”

“How long?” Marco asked.

“There is no way to be certain. At a minimum, six months. At a maximum,thirty.”

“And your people? The—Andalites? What about outside reinforcements from them?”

The alien shook his head. “The threat is not recognized. My people know littleand less of war; they are learning, but without urgency. They see the Yeerksas an irritant, a distraction, a minor problem. By the time seven billionhuman Controllers begin pouring off the surface of the planet, the war willalready be lost.”

“But you came,” Tobias interjected.

“Yes,” the alien said. “But not to save you. If the Andalites do come, it willbe to complete the mission that I failed.”

I felt my stomach twist, felt that same odd certainty, this time wrapped in alayer of the coldest, blackest ice. “You came to kill us,” I said. There was asoft rustle as the others straightened, pressure on my shoulders as the spacebetween us closed. “You came to kill us all.”

“Yes,” he answered. He looked at each of us in turn, his eyes like flint, hardand unapologetic. “You are their food, their weapons, their war machine. Sevenbillion minds chained to their yoke, seven billion bodies to do their bidding.You are the wave they will ride as they sweep the galaxy clean of all whooppose them. I came to deny them their prize, armed with a weapon that shouldhave burned your world to a cinder.”

I swallowed. Rachel’s eyes blazed with anger while Cassie’s shone with tears.Marco’s face was blank, and Tobias’s fingers were gripping the console so hardthat his knuckles had gone white. “But it didn’t work,” I said, uncertainwhether to feel horrified or relieved.

“No. It did not work. Now, it is up to you.”

I let out an involuntary gasp at the second stab of pain, somehow much worsethan the first. Reaching a hand up to my ear, I felt wetness, drew my fingersaway to see blood.

“This device will blend with your body’s hardware sufficiently well to bepreserved during the morphing process. It will fatally terminate any Yeerkthat attempts to infest you. Note that while this is a tremendous safeguardfor the resistance as a whole, it will do little to protect you if you arecaptured. Yeerks are notoriously—disinterested—in unusable bodies.”

He gave the same treatment to Rachel, Tobias, Cassie, and Marco in turn, thenwalked back to the cabinet from which he’d drawn the syringe and began keyingin a code on a smaller, locked compartment. “The device was developed afterour second greatest failure,” he said. “During the battle for the Taxxonhomeworld, a single Andalite was made Controller, and the resulting betrayalof our species’ secrets led to the destruction of the thirteenth fleet.Alloran’s Fall, on the tail of Seerow’s Kindness.” Opening the compartment, hereached inside and withdrew a small, blue cube, smiling grimly. “We Andaliteshave abandoned most of our superstitions, but one of the few that persistsconcerns the special nature of the number three. Much discussion has beenhad over when our third failure will come, and what its consequences will be.I can only hope that history will not label it Elfangor’s Trust.”

“Is that your name?” Tobias asked.

“Yes,” Elfangor said simply. Raising his hand, he held the cube up where wecould see it. It was roughly eight inches on each side, inscribed with shapesand figures like the ones we’d seen on the ship’s controls, and it glowed withthe same blue light that seemed to be the Andalite’s favorite shade. “This isthe Iscafil device,” he said. “It is the sole method of conferring themorphing power upon a sapient, living being. I will use it upon each of you inturn, and then teach you how to use it yourselves, and then key it such thatany one of you may trigger its self-destruct sequence remotely, via telepathiclink. You will keep it safe, and if you cannot keep it safe, you willdestroy it.”

“Wait,” I said, holding up a hand. “Why don’t you keep it safe, and comewith us? I mean, I know you said you were dying, but—isn’t your real body in,like, stasis? Why can’t you—I mean, why don’t you—”

I faltered, and Elfangor looked down at me with a sad, sympathetic sort ofsmile. “There is a limitation on the morphing power,” he explained. “Thetechnology draws its energy from the background radiation of the universe,which is not present outside of normal space. The countdown begins the momentyour body is extruded, and if you have not demorphed by the time the clockruns out, the change becomes permanent.”

“So you can get stuck as, like, a bird, or whatever?” Tobias asked.

“Worse. The construct body will persist, as it is real and does not requirepower to maintain. But the pocket dimension will collapse, taking with it yourtrue body and all of the computational hardware upon which your mind andmemories are stored. You will simply cease to exist, leaving only theconstruct in your wake.”

He began to poke at the cube, pressing certain symbols in sequence, peeringclosely at others. As we watched, the blue glow intensified and began topulse, cycling through a series of patterns. “For an adult Andalite body, thecharge typically lasts around one human hour. Your bodies are smaller, and insome ways less complex; I predict you may be able to stretch the time to two,or perhaps even longer. The cube will tell each of you as it transfers themorphing power; you must check the number again regularly, particularly afterany significant growth spurt.”

“So in a few minutes, you’re going to morph back into your own body and justdie?” Tobias demanded, an edge of anger creeping into his tone. “Why? Whycan’t you just remorph? Or call for help? Or use some kind of medkit?”

Elfangor smiled again, this time casting his compassionate gaze around at eachof us in turn. “Do not forget that the Visser approaches. He must not knowthat you were here, or you will never escape with your lives. I will remainbehind as a goad and a distraction, to draw his eye from your trail. Perhaps,if I am lucky, I will even purchase a small victory with my death. It is notthe worst fate that could befall an Andalite who would call himself awarrior.”

He turned to me. “Press your hand against the cube, Jake Berenson, and weshall see what fate thinks of a human child’s resolve.”

“Isn’t there anything else you can give us?” Rachel asked. “Shields? Sensors?Ray guns?”

Elfangor shook his head. “These technologies are all alien to Earth, and thuseasily detected and tracked. The cube is risk enough—like an infant givenexplosives, you would accomplish little, and draw much attention.” Hehesitated, then continued. “Also—and please do not take offense—you arestrangers to me, and untested. I have some reasons for confidence, but whotruly knows what you would do with Andalite military technology, or what thosewho wrest it from you would find themselves capable of? Better by far to seeyou fall as humans than to see you rise a threat in your own right; the galaxydoes not need two such scourges. That I give you even this small scrap ofpower is a sign of how desperate the struggle has become.”

Marco’s face twisted in the way it did whenever he caught a teacher trying tofeed the class bullshit. “So you’re not willing to see us lose, but you don’treally want us to win, either. What happens if we do take down the Yeerksfor you? You’ll be all grateful, and shower us with presents?”

Judging by Elfangor’s expression, he understood the sarcasm every bit asclearly as a human would have. “Your suspicions are not unfounded,” he said,his tone dark. “There is much knowledge among my people, but yet littlewisdom. I fear they may learn the wrong lesson from our failure with theYeerks, and in victory become the opposite of everything Seerow in hiskindness intended. Could I arm you against betrayal without committing itmyself, I would. But in the end, if humans clash with Andalites….”

Looking back at Marco, he shrugged. “There is reason to hope, however. Thereare forces larger than any of us at work, and evidence that we have beenmaneuvered into place by those you might call God. I do not know the future,but I have seen its broader strokes, and can rank possibility far more finelythan you would credit. This meeting was not by chance, and if there are fewpaths to victory, at least be assured that you walk upon the widest.”

“Wait,” Marco said, his eyes wide with disbelief. “What?”

‹Now place your hands upon my flank, and quickly!›

We clustered around him, kicking aside the shreds of his clothes, Tobias andCassie crying openly, Rachel with fury still etched across her face, Marcowith the distant look of desperate calculation. I tried once more to lookinside myself, to put a word to the feeling that filled my chest and locked mythroat, but there was nothing. It was as if something inside me was coiled andwaiting, conserving its strength, leaving me cold and numb.

‹Focus your minds upon my form, my essence. Hold the image of me in yourthoughts for ten seconds, and listen—you will know when the acquisition iscomplete.›

I did as Elfangor instructed, looking down at his blue-furred scorpion body,the muscular, segmented tail, the mouthless face with its four eyes, twopointing down, two pointing up. I tried not to look at the gaping hole in hisside, at the thick, dark blood that was slowly pooling in the alien turf.

‹This body will be one of your primary weapons,› he said, his exhaustion andpain somehow audible in the voice that echoed through our thoughts. ‹Use it tohide your identity from the Yeerks—make them think that they suffer at thehands of a guerilla force of Andalite shock troops. It is strong and fast,more than a match for Taxxons and able to defeat all but the most skilledHork-Bajir.›

I looked over at Marco just as his eyes narrowed. Tax-what? Hork-ba-what?

‹And now, you must go. Down the ramp, and run, as quickly as you can. Thepresence of my ship has scrambled their sensors, but you must be out of rangewhen the Yeerks land. They know that I cannot be taken. They will bring onlydeath.›

It was an inadequate conclusion in every possible way. There were a thousandthings left to be said, a thousand questions unasked and unanswered. For adangling, eternal moment, the five of us stood, each looking down at the dyingalien, unwilling to be the first to turn away.

Then a flicker of movement caught my eye, and looking out through the raggedhole in the ship’s side, I saw three sparks of light sliding across thestarfield. There was nothing to mark them as special or dangerous; from thisdistance, they could have been nothing more than planes coming in for alanding at the airport south of the city.

But I knew.

In my very bones, I knew.

Move!” I shouted, and they did.

I wish I could forget the rest of that hour. Forget the horror we witnessed,watching from a distance, as the broken Andalite ship fired on the hoveringYeerk vessels, and was fired upon in turn. As the Visser’s ship landed and anAndalite emerged. As a monster erupted out of it and Elfangor died apointless, hollow death. As a pair of police cars arrived, and the four meninside were dragged to the ground and infested by a group of Controllers ledby what looked like our own vice-principal, Mr. Chapman. As those same fourmen stood and laughed as the Andalite ship burned.

It was my first battle. Not against the Yeerks, but against human nature,against the flaws and failings of my friends, my allies, my fellow warriors.Against Rachel’s rage, as she threatened to storm out from our hiding spaceand march herself to slaughter. Against Cassie’s terror, as it shook her tothe core and spread like sickness to the others. Against the black desperationthat filled Tobias, as if he’d lost his father, his brother, his only reasonto live. Against the callous cold that Marco drew about himself like a cloak,as if he could hide from fear and pain by pretending they didn’t matter. Ifought to hold them together, to keep them from breaking. I begged, Ibargained, I commanded and cajoled—and to my surprise, they listened, and welived.

It was my first battle, but it wouldn’t be my last. And as we crawled awaythrough the dirt and the darkness, hoping with every step to wake up from thenightmare, I wondered again what I would see, if I knew myself as well as Iknew my friends. Four of them, each with flaws that could easily prove fatal.

Who would watch for mine?

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