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 a stop as Marco's hand seized his shoulder. I heard Cassie's soft, terrified gasp, 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 them impossible to believe, impossible to ignore.

There was a shout, a muffled thud, a whoosh of air, and I tore my eyes away to see Marco doubling over as Tobias stepped back, his fists clenched. Without a word, he whirled, running toward the ship, toward the ramp and the open hatch above.


Tobias froze in mid-step as if the word had been a magic spell, balanced on the toes of one foot, his clothes and hair like carved marble. Behind him, Marco straightened on puppet strings, still coughing and wheezing as some invisible force drew him upright and held him there. I fought back a wave of nausea as Rachel's laughter lifted another octave, as Cassie's frightened whimpers 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 earlier there 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 I realized with a blood-freezing chill that it was my voice—not some unfamiliar mental interruption, but my own inner voice, the words sounding exactly 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 soon after.›

I looked at Tobias, whose eyes were wide and frightened, his nostrils flaring as he struggled within his unseen restraints. I looked at Marco, whose face was a mirror of my own, his jaw clenched with fear and doubt and indecision. I looked at Rachel, who had choked on her laughter and now stood silent and horrified, a hand over her mouth. I looked at Cassie, at the tears that were streaming 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 past lives or déjà vu, or who writes down his dreams and thinks he knows what they mean. Up to that point, I'd never even really thought about the future, much less tried to predict it. And even now, if you ask me, I'll tell you that I don't really believe in fate, in destiny.

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

I stepped forward, half-expecting to meet resistance, overwhelmed with relief when 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, and its methods of falsifying them are slow. But our conversation must begin, for we are close to the obvious target, and luck may favor evil as easily as good.›

I couldn't help it. I shivered. Something about hearing the word evil echoing through your mind, put there by someone else, a thought transplanted against 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 it is, 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 sudden warmth 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 be too broad, since you can't take the form of anything that is itself incapable of moving or sensing its environment, nor anything that lacks some kind of a genetic map."

He stood with his back to us, using words that I might have understood if they'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 a control panel the size of a dinner table, his eyes tracking dozens of strange symbols 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 process too complicated to explain. Imagine your body being disassembled and stored in an 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 body will 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'd said—appearances could be deceiving.

"You will witness arms becoming wings, eyes becoming antennae, skin becoming scales. For a time, you will be the other organism. Your true body remains unchanged—sent elsewhere, its processes suspended."

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

"You expand the library of available morphs through manual acquisition. Simply touch the organism you wish to become, focusing your thoughts in a particular way, and the system will begin its analysis. The first analysis will take hours, but given the shared ancestry of life on this planet, subsequent acquisitions will be usable within minutes or seconds."

We were huddled together on what seemed to be the bridge of the spaceship—a vast, cavernous space filled with panels and instruments, shining in a blue glow 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 central viewscreen where the alien now stood. Half of the consoles were burnt, blackened and misshapen, wrenched away from the large, ragged hole that had removed most of the far wall. If it weren't for the curled, springy grass carpeting the floor, the whole thing could have been a set from the next Star Trek movie.

I still held Cassie's hand in mine, the two of us gripping tighter and tighter as sweat made our palms and fingers slick. At some point, my other hand had found 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 pair of them led us up the ramp. But he'd let go once we reached the bridge and was now standing slightly apart, his eyes locked on the alien as his hands slid back and forth across the consoles, stroking them the way you might pet a sleeping cat.


It wasn't exactly a thought. Just a word, floating up from English vocab. It attached itself to Tobias like a bookmark—a feeling, a question, a vague sense that 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 was something else. Deep below the surface, some part of my brain logged it, flagged it, grouped it together with three or four other things and started looking for the pattern.

There had been another moment—outside, when the invisible bonds holding Tobias and 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, a painful 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 her thoughts. "This—is real?" she'd asked quietly, speaking to no one in particular. "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 out of 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 go right inside and catch space AIDS, but I've got no interest in getting abducted."

He'd turned to go. Again, I'd felt my thoughts skidding, my mouth hanging open as 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, the quiet one. Cassie who never shouted, ever. I'd squeezed her hand, trying to offer support, or reassurance, or something, I wasn't entirely sure what and probably 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 wished you harm, Marco Levy, do you think that you would still breathe? Do you think I need lies to strike you down? I do not even need weapons—if I but hold you for an hour, my enemy will do the rest. What I am offering is help—help you desperately need, help that I cannot give unless you come inside. Make your choice—trust and live, or doubt and die.›

After that, there hadn't been much more to say. Just another one of those moments, when all four of them had looked at me, as if they somehow needed me to give the order. And so we'd climbed the ramp, and stepped through the door, which had thankfully stayed open behind us. And there, in the graceful, organic hallways, holding hands like kindergarteners, we'd seen the wounds that had been hidden in the darkness of the construction site—the shattered bulkheads, 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 viewscreen for 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 several years in human form, in fact. It is—not unpleasant, to wear this body once more before the end."

I glanced around the bridge, at the alien grass, the domed ceiling, the consoles just a little too tall for comfortable human use. "What do you look like normally?" I asked.

"You will see soon enough, Jake Berenson. But we have sadder matters to discuss, and only minutes to discuss them, for all my skill and subterfuge. Before we proceed, there is one question you must answer, as honestly as possible." 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—what burdens would you shoulder—how far would you go, if the fate of your species hung in the balance?"

A part of my brain that I hadn't ever noticed before had awakened, was working overtime, pouring new information into the stream of my thoughts as quickly as it could generate it. I saw my friends' faces, heard their voices, felt a kind of strange certainty as predictions began making themselves without any help from 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 I predict what I would say?

"I think you've got the wrong guys, Mr. Alien," Marco quipped. "We're barely even 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. "Is there—is something going to happen, and you can only save a few people? Only humans?"

Another pause, another shift.

"If there's a fight, I'm in," Rachel said, her voice suddenly strong and confident.


"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 and inscrutable, 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, for permission, for forgiveness. Tobias's expression was a wild mix of hope and despair, Rachel's a grim mask of determination, Cassie's a tear-stained portrait of uncertainty.

What did mine look like?

I locked eyes with Marco, who bit his lip and glanced significantly at the ragged hole, at the bright points of starlight just barely visible through the gleam of headlights on the highway. I could see the wheels in his head turning, 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 too late 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 system through ordinary means of space travel. There is a single pool ship in orbit, supporting a single nexus on the ground. The invasion force has finite resources, and is largely dependent on co-opted Earth technology, which is far inferior to that of the main Yeerk fleet currently blockaded several thousand light-years from here."


"Even so, we estimate that there are roughly twenty thousand host-ready Yeerks in the subterranean pool at the center of your city, and material to support an infestation ten times that size. The pool is where the Yeerks live in their natural state, and where they must return every three days, to absorb kandrona, an essential nutrient."

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

An endless, living nightmare.

"In all likelihood, the number of actual Controllers is currently well under a thousand, but even slow exponential growth will eventually reach a turning point. You have until that point, or until outside reinforcements from the Yeerk 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 little and less of war; they are learning, but without urgency. They see the Yeerks as an irritant, a distraction, a minor problem. By the time seven billion human Controllers begin pouring off the surface of the planet, the war will already be lost."

"But you came," Tobias interjected.

"Yes," the alien said. "But not to save you. If the Andalites do come, it will be to complete the mission that I failed."

I felt my stomach twist, felt that same odd certainty, this time wrapped in a layer of the coldest, blackest ice. "You came to kill us," I said. There was a soft rustle as the others straightened, pressure on my shoulders as the space between us closed. "You came to kill us all."

"Yes," he answered. He looked at each of us in turn, his eyes like flint, hard and unapologetic. "You are their food, their weapons, their war machine. Seven billion 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 who oppose them. I came to deny them their prize, armed with a weapon that should have 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 hard that his knuckles had gone white. "But it didn't work," I said, uncertain whether 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 worse than the first. Reaching a hand up to my ear, I felt wetness, drew my fingers away to see blood.

"This device will blend with your body's hardware sufficiently well to be preserved during the morphing process. It will fatally terminate any Yeerk that attempts to infest you. Note that while this is a tremendous safeguard for the resistance as a whole, it will do little to protect you if you are captured. Yeerks are notoriously—disinterested—in unusable bodies."

He gave the same treatment to Rachel, Tobias, Cassie, and Marco in turn, then walked back to the cabinet from which he'd drawn the syringe and began keying in a code on a smaller, locked compartment. "The device was developed after our second greatest failure," he said. "During the battle for the Taxxon homeworld, a single Andalite was made Controller, and the resulting betrayal of our species' secrets led to the destruction of the thirteenth fleet. Alloran's Fall, on the tail of Seerow's Kindness." Opening the compartment, he reached inside and withdrew a small, blue cube, smiling grimly. "We Andalites have abandoned most of our superstitions, but one of the few that persists concerns the special nature of the number three. Much discussion has been had 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 we could see it. It was roughly eight inches on each side, inscribed with shapes and figures like the ones we'd seen on the ship's controls, and it glowed with the same blue light that seemed to be the Andalite's favorite shade. "This is the Iscafil device," he said. "It is the sole method of conferring the morphing power upon a sapient, living being. I will use it upon each of you in turn, and then teach you how to use it yourselves, and then key it such that any one of you may trigger its self-destruct sequence remotely, via telepathic link. You will keep it safe, and if you cannot keep it safe, you will destroy it."

"Wait," I said, holding up a hand. "Why don't you keep it safe, and come with 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 of smile. "There is a limitation on the morphing power," he explained. "The technology draws its energy from the background radiation of the universe, which is not present outside of normal space. The countdown begins the moment your body is extruded, and if you have not demorphed by the time the clock runs 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 require power to maintain. But the pocket dimension will collapse, taking with it your true body and all of the computational hardware upon which your mind and memories are stored. You will simply cease to exist, leaving only the construct in your wake."

He began to poke at the cube, pressing certain symbols in sequence, peering closely at others. As we watched, the blue glow intensified and began to pulse, cycling through a series of patterns. "For an adult Andalite body, the charge typically lasts around one human hour. Your bodies are smaller, and in some 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 the morphing power; you must check the number again regularly, particularly after any significant growth spurt."

"So in a few minutes, you're going to morph back into your own body and just die?" Tobias demanded, an edge of anger creeping into his tone. "Why? Why can'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 each of us in turn. "Do not forget that the Visser approaches. He must not know that you were here, or you will never escape with your lives. I will remain behind 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 not the worst fate that could befall an Andalite who would call himself a warrior."

He turned to me. "Press your hand against the cube, Jake Berenson, and we shall 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 thus easily detected and tracked. The cube is risk enough—like an infant given explosives, you would accomplish little, and draw much attention." He hesitated, then continued. "Also—and please do not take offense—you are strangers to me, and untested. I have some reasons for confidence, but who truly knows what you would do with Andalite military technology, or what those who wrest it from you would find themselves capable of? Better by far to see you fall as humans than to see you rise a threat in your own right; the galaxy does not need two such scourges. That I give you even this small scrap of power 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 to feed the class bullshit. "So you're not willing to see us lose, but you don't really want us to win, either. What happens if we do take down the Yeerks for you? You'll be all grateful, and shower us with presents?"

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

Looking back at Marco, he shrugged. "There is reason to hope, however. There are forces larger than any of us at work, and evidence that we have been maneuvered 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 finely than you would credit. This meeting was not by chance, and if there are few paths 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 and Cassie crying openly, Rachel with fury still etched across her face, Marco with the distant look of desperate calculation. I tried once more to look inside myself, to put a word to the feeling that filled my chest and locked my throat, but there was nothing. It was as if something inside me was coiled and waiting, conserving its strength, leaving me cold and numb.

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

I did as Elfangor instructed, looking down at his blue-furred scorpion body, the muscular, segmented tail, the mouthless face with its four eyes, two pointing down, two pointing up. I tried not to look at the gaping hole in his side, 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 and pain somehow audible in the voice that echoed through our thoughts. ‹Use it to hide your identity from the Yeerks—make them think that they suffer at the hands 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 skilled Hork-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. The presence of my ship has scrambled their sensors, but you must be out of range when the Yeerks land. They know that I cannot be taken. They will bring only death.›

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

Then a flicker of movement caught my eye, and looking out through the ragged hole in the ship's side, I saw three sparks of light sliding across the starfield. There was nothing to mark them as special or dangerous; from this distance, they could have been nothing more than planes coming in for a landing 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 hovering Yeerk vessels, and was fired upon in turn. As the Visser's ship landed and an Andalite emerged. As a monster erupted out of it and Elfangor died a pointless, hollow death. As a pair of police cars arrived, and the four men inside were dragged to the ground and infested by a group of Controllers led by what looked like our own vice-principal, Mr. Chapman. As those same four men 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 space and march herself to slaughter. Against Cassie's terror, as it shook her to the core and spread like sickness to the others. Against the black desperation that filled Tobias, as if he'd lost his father, his brother, his only reason to 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. I fought to hold them together, to keep them from breaking. I begged, I bargained, I commanded and cajoled—and to my surprise, they listened, and we lived.

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

Who would watch for mine?