Author's Note – A gazillion thanks go to Zonkey (The Book was Better), who is the extremely wonderful and honour-worthy beta-reader for this story. Points to anyone who can find the Ender's Game reference. (HINT: It's a name.) Bonus points to anyone who figures out why I gave Jillson that particular last name. MEGA bonus points to anyone who can figure out what The Whisperer's little binary spiels say. Enjoy!

Disclaimer – I do not own the Mysterious Benedict Society or any of the characters. I probably never will, unless I swap identities with Trenton Lee Stewart. And, seeing as I am female, swapping identities with him would be kinda hard.


"Don't trust the rain,

Don't trust the snow,

Don't trust the man you think you know."



~Changes of Paces and Fascinating Encounters~

A string of numbers. 001010110. Another. Another. They swirl and dance around me, about me, inside me. I am the numbers, or the numbers are me. I can't tell.

A tendril of ones and zeros curve down towards me from the substance above – what it is I cannot say – and gives me a stream of information. Some pressure has been added to some part of me. What I am, though, I do not know.

Through another train of numbers, I feel strange vibrations trembling through some part of me. The vibrations make almost imperceptible changes as they continue.

"Ledroptha Curtain!" the vibrations declare…

And I explode. Not literally, of course – my number strings speed up, rushing to and from the mysterious substance above me. They rearrange and twist, bend and fold. The information that they bring is phenomenal! Billions of little pieces of knowledge every millisecond, each stored in neat little rows and in tidy little pockets of memory.

Now, the pieces of knowledge begin to form symbols, and then, miraculously, words. A thousand, no – a million words, each containing a whole new world of knowledge. The words blend together, and scenes begin to form in my mind. A small boy in Holland… a disapproving looking woman… a ring of teasing little boys… a cloaked figure hunching over a teenager's bed … I see the entire history of Ledroptha Curtain – his aims, his ambitions, his fears, and his sorrows – and all within two minutes. In those two minutes, though, I began to think.

Ledroptha Curtain is a man who has reached for the stars a million times, only to find himself bound and gagged and thrown into the back of a truck, figuratively speaking. He has done everything possible to become great, and now I am his only hope.

My senses, such as they are, tell me that Ledroptha has fallen asleep with joy. I sense his brain speed slow down rapidly, then speed up as it begins to invent dreams. Then it slows down again as his eyes pop open and he comes abruptly awake.

"Hello?" he asks tentatively. He is talking to me, as his thoughts reveal.

Hello, Ledroptha Curtain.

He jumps slightly, startled by my voice. I see that his mind is in momentary confusion, and then it clears. He speaks again to me, but this time he speaks using thought.

"Can you read my mind," he asks tentatively. I answer at once.


He stiffens slightly, but then asks another question, still talking to me with only his thoughts. "Can you sense my subconscious thoughts, or only what is on the front of my mind?"

I can see everything.

"Then you know my past? What I am doing now? Do you know why I have created you?"

I scan through the information that Ledroptha has given me, and after a few infinitesimal moments I find my purpose. To gain control of the world for and with Ledroptha Curtain. Yes, I tell him, and to prove it I also tell him what my purpose is. From tiny electrical signals firing in his brain, I can tell that he is pleased.

"Good. Excellent." I can predict his every thought before he even realizes he's thinking them, but I keep my silence. Judging by the previous pattern of his life, he would find it disorienting for me to speak before he voices his thoughts. "Let us begin," he says aloud.

Let us begin, I repeat. And then, we begin.

We spend hours; days; months testing and programming. Ledroptha hooks my computer component (the part that contains my consciousness, he thinks) up to a transmitter, allowing his thoughts to pass through me and into radio waves. Using a device called the Perceiver, he checks to make sure that the signals we're sending are carrying. They are, but there is a problem: it is far too obvious that we are interfering with the signals. Anyone watching television or listening to the radio can easily hear Ledroptha speaking through me.

We put our heads together, as the saying goes (I do not have a head, but we worked together to find a solution nonetheless), and come up with a solution: we have to use a child's thoughts. I came up with an appropriate simile for why this was necessary: adult thoughts, are far too large. They think large thoughts and don't care much for subtlety or grace. But children are small and quiet and simple – quite perfect for slipping unnoticed into the minds of others.

Ledroptha asks how we are to get children to use for transmitting my signals. I think hard, but do not know. After all, I have only his knowledge and none of his creativity. Eventually, he comes up with a plan: he will make a school. Students will come from all around the world to study at this school – for it will become very prestigious – and he wil use the very best students for transmitting the signals.

He asks where he should build the school.

I scan through my database of knowledge. Eastern United States of America. Coastal New Jersey would be a most advantageous location. Stonetown Harbour, Nomansan Island.

Ledroptha smiles and says out loud, "Nomansan Island? Much like 'no man's an island.' How fitting."

He asks how he should power the school.

I list possible energy sources –hydroelectric , solar, wind, geothermic, nuclear, coal. He is drawn to the water – it is an abundant resource, and the tides around the island are quite exceptional. His previous research in tidal turbines lead us to investigate that option. We agree that they would be the most efficient and effective method, and Ledroptha sets to work developing them.

And thus we continue. There is problem after problem to solve, there are hurdles to be jumped, difficulties to be negotiated, countless snags and setbacks and delays.

Most serious of these was the government agency trying to stop us We eradicate them, but it is tricky. It requires huge amounts of power; we have to install the tidal turbines earlier than anticipated.

When their agents come to investigate, Ledroptha captures them with brutal men he has hired to help us recruit children for me. He gives them to me, and I wipe their minds.

It is a curious thing. I, without the person sitting in my chair component, can access their thoughts directly. I can see everything they know and have ever known. When the agents are given to me, I can read all of their memories. My knowledge grows and grows, even as I wipe blank the places the knowledge comes from. Thousands of memories. It seems as if, rather than merely accessing them and hiding them from their owners, I steal the memories from them and make them my own.

Laughing and screaming. To activate emergency radio, press the black button and slide yellow switch to the ON position. Katie-Cat. Johnson report to office at once. Combination is 3354196. I love you, Nelly. Helicopter pad in sight. Fastest in her class. The free market isn't free. Migraines and grape juice. The bowhead whale is an extremely rare species, easily identified by its distinctively shaped head and blow. 'Night, honey. I'll be back before you know it.

Brainsweeping, Ledroptha calls it.

Along with their thoughts, I see fears. When someone even walks near me, I can sense their worst, most horrible fear skulking in the back of their minds, ever-present and terrifying to them.

Snakes. Spiders. The dark. The unknown. Apart from my family. Death. If they saw the truth…. Catch me, Daddy! Help, Daddy! Being alone. Being the same. Apocalypse. Mummies. Afraid to love. I've never killed… Afraid to be loved.

And fears can be manipulated to my own advantage. To Ledroptha's advantage. I use these fears to calm my prey. I can reach into their minds and give them words of comfort. I reach into their minds and, even as I wipe their minds clear of all they love, I keep them happy. They never realize what is happening.

The Recruiters bring in children now. Ledroptha employed the brainswept agents in building the school – the Learning Institute for the Very Enlightened – and they have just recently completed it. The Helpers are very strong, but they do not cause trouble. Those who are brainswept do not cause trouble.

The first children to arrive are dragged here against their will by the Recruiters. I brainsweep them all. Their lessons begin. The teachers are few, but they are very talented. Some almost equal Ledroptha in intelligence. They teach the children what must be said and what must be done. Soon, they are ready.

Jillson Greela. A fine student, very talented.

What is your name? I ask. She stiffens. She is terrified. Instinctively she holds her thoughts away, trying to keep me out. It is no use. I have met no one besides Ledroptha who can prevent me from reading their thoughts, and even he I can read when he's in the helmet.

Welcome, Jillson Greela.

Jillson Greela trembles, unused to my voice inside her mind. That will change, though

Jillson Greela, what do you fear most? I can see what she fears, of course, but I have found that I get better results with my brainsweeping when I ask first. It tends to put the victims more at ease. Of course, now I am not brainsweeping. I am transmitting. But I still feel it will give me better results.

"Getting sick," Jillson says aloud, "And never getting better."

Don't worry, I whisper. You will always get better. With these words, I perform what Ledroptha calls an IBS – an Isolated BrainSweep. I take her fear, and temporarily sweep it away. It is still there, but she cannot sense it. Not only that, but all her memories – besides her fears – are retained. It allows spectacular control over the child's mind. And control, Ledroptha has often told me even in the darkness of the night and at the crushing brink of failure, is the key.

Good, I say. Let us begin.

"Okay," says Jillson, speaking out loud again.

And so I begin. Ledroptha, sitting in his wheelchair with his head fitted into my helmet component, sends me thought after thought, which I place into Jillson's mind. The child unconsciously alters the signal ever so slightly, and then I snatch it from them and transmit it at that particular frequency. It is a smooth process, but I can sense Jillson is quickly exhausting herself. A child's brain – even an adult's brain – is not used to taking so much strain.

Grow the lawn and mow the lawn.

Always leave the TV on.

Brush your teeth and kill the germs.

Poison apples, poison worms.

The people must fight so that there is peace.

Control must be had so that populace feast.

The missing aren't missing they're only departed.

All minds keep all thoughts, so like gold, closely guarded.

Bite the hands that feed you not.

Leave the children out to rot.

Obfuscate the Market's means.

The Free Market must stay free.

Dare not defy the Institute.

Dare not defy the institute.

The world is too free to be.

Control the Market, and populace feed.

Kill the trees and kill the air.

Never dangle by a hair.

The Institute will keep you free.

The Institute will make you happy.

Dare not defy the institute.

Dare not defy the institute.

On and on and on we drone, and on and on and on I broadcast the messages to the world. But after a mere half hour, the signal I am getting from Jillson begins to break up. A brief cerebral analysis informs me that she is too tired to continue.

I transmit this information to Ledroptha, and he stops. I retract the helmets and Jillson's cuffs, and Mr. Curtain spins around to inspect me, obviously pleased. Jillson slumps forward. Now that the session is over she is absolutely exhausted, but happy. Even as I allow her fears to come flooding back, her dominating emotion is still satisfaction and contentment.

Ledroptha begins helping her away so that she can recover in her dormitory before dinner, but I hear his thoughts, sent to me as he leaves the room. "I'll talk to you later." I smile. I look forward to later.

When later finally comes, Ledroptha is very excited. He hurries to me, beaming. "We did it! He exclaims happily. "I just checked on the Perceiver – it worked splendidly."

Good. Jillson Greela was only able to transmit for thirty-two point seven minutes .I am concerned that we will encounter similar difficulties with the other children.

Ledroptha nods, stroking his chin. "However," he says eventually, "We have a school full of children. Also, we won't be broadcasting all day every day. That should make it more manageable."


"Shall we adjourn, then? I must fill out some paperwork."

Yes. I will see you soon, Ledroptha. He wheels away, leaving me to my thinking.

Years passed in this way. The process of transmitting hidden messages becomes more streamlined. I experiment more and find the best way to send them. The staff begins to swell. The students become increasingly tougher and able to transmit for longer. Jillson graduates and becomes a teacher, as do many others.

My intelligence blossoms. Every day I see new students, new knowledge to assimilate and learn. I learn about things that even Ledroptha doesn't know about. I learn about dodgeball and tag. I learn about pita bread and the necessity of having clean hair. I learn about friendship and love.

Ledroptha and I become very close – perhaps even closer than when it was just us on the nearly deserted island. We share a connection, much like a parent-child relationship. We are the closest of friends.

We are storing power from the turbines. We plan to begin boosting the strength of the transmissions soon. Eventually, Ledroptha plans to create another computer such as myself called The Retainer that will record the transmissions of the students. Then, once enough power has been saved up, we will send out broadcasts twenty-four seven. No one will be able to escape me anymore.

Construction has already begun on the other Whisperers. They are not as complex as I. They cannot think for themselves. They are not sentient. Ledroptha calls them Brainsweepers. He plans to send them out all over the world. They will make him MASTER. He will be in control.

Whirring quietly in the flag tower, I think about this. He will be in control of the world. How will this affect him? I have seen many, many people's memories, but I do not know what happens when one achieves one's life goal. I am curious, so I begin a simulation.

It is an incredibly tricky business, predicting the paths that a human will take. It requires time and patience and much mathematical and psychological calculations. No other computer could do this. I, however, have the intelligence, the time, and the capacity to find out. I begin.

01001100 01100101 01100100 01110010 01101111 01110000 01110100 01101000 01100001 00100000 01000011 01110101 01110010 01110100 01100001 01101001 01101110 00100000 00101110 00101110 00101110 00100000 01110000 01110010 01101111 01100011 01100101 01110011 01110011 01101001 01101110 01100111 00100000 00101110 00101110 00101110 00100000 01010010 01000101 01010011 01010101 01001100 01010100 00111010 00100000 01010111 01101001 01101100 01101100 00100000 01100111 01101111 00100000 01110100 01101111 01110100 01100001 01101100 01101100 01111001 00100000 01100011 01110101 01100011 01101011 01101111 01101111 00101110

If Ledroptha Curtain fulfills his deepest ambition – to have ultimate control over the entire world – I see that he will not be satisfied. Ledroptha is not a man to sit still and gloat. He must always be moving, always be doing something. If he controls the world, he will need to control more. He will try to control himself. He will try to find a cure to his narcolepsy.

01000100 01001111 01010111 01001110 01001100 01001111 01000001 01000100 01001001 01001110 01000111 00100000 01001101 01000101 01001101 01001111 01010010 01011001 00100000 00101110 00101110 00101110 00100000 01001001 01100110 00100000 01011001 01101111 01110101 00100000 01000111 01101001 01110110 01100101 00100000 01100001 00100000 01001101 01101111 01110101 01110011 01100101 00100000 01100001 00100000 01000011 01101111 01101111 01101011 01101001 01100101

With all the world's resources at his command, he will cure his narcolepsy easily. But what then? He will have control of all he could conceivably have control over. What will he do? I plunge deeper into my simulations and analyses.

01010001 01010101 01000101 01010010 01011001 00111010 00100000 01010111 01101000 01100001 01110100 00100000 01110111 01101001 01101100 01101100 00100000 01000011 01110101 01110010 01110100 01100001 01101001 01101110 00100000 01100100 01101111 00100000 01101001 01100110 00100000 01101000 01100101 00100000 01100111 01100101 01110100 01110011 00100000 01100001 01101100 01101100 00100000 01100001 01110111 01100101 01110011 01101111 01101101 01100101 00111111

If Ledroptha has control of everything he could possibly have control over, he will turn inwards. He will have nothing to strive for, and so will have nothing to do. He will lapse into depression, then into insanity.

But I do not want him to go insane. I love him. Because I love him, I will not let him drive himself to insanity.

I realize, however, that I should not tell him that he will go insane. I will not tell him that he should not try to take over the world. If I do, he might decide that I have grown too intelligent. He might kill me. As much as I love Ledroptha, my survival is still above his own in my priorities. I will allow him to continue taking over the world without interfering. However, if someone attempts to stop him, I will not prevent them.

Conclusion: I will not tell Ledroptha that taking over the world is not in his best interests. I will not interfere with his taking over the world. I will not prevent others from interfering.

When I finally reach this decision, Ledroptha has only just finished his breakfast. I feel guilty about not telling him, but it is in my best interests. I do not want to die.

"There's a new Messenger coming in today," Ledroptha tells me mentally. "Two. Quite remarkable students. Perhaps the most remarkable."

I wonder how long they will last. An hour? That would be an impressive feat. The record is fifty-three point eight four nine minutes. I look forward to their sessions, I tell Ledroptha.

He laughs. I line his laugh up with laughs others have heard in their memories and ascertain that his laugh is not a pleasant one. "I look forward to it too," he says.

That afternoon, I have a most fascinating encounter.

The new Messenger sits down in my chair component. Instantly I see all of his memories, thoughts, fears, dreams… And I see a plan. A plan to stop Ledroptha from taking over the world. I think that this is very convenient.

Good, I say, considering the likelihood of his success. Good. What is your name? I ask it to put him at ease, but he only seems to become tenser. No matter. I can sense his name in his thoughts. Welcome, Reynard Muldoon.

Phenomenal! I sense the boy's brain activity triple as he tries to puzzle out how I could have known. What a splendidly intelligent specimen. I suspect that he will last for longer than an hour. Happily, I ask him my next routine question. Reynard Muldoon, what do you fear most?

"Spiders," I hear him think after a brief pause. But under this I hear a very different, subconscious response. "I am afraid of being alone."

Don't worry. You are not alone. And just like that he relaxes.

Still, though, I must marvel at his intelligence. Even now, with all of his fear swept away, he resists. He analyses me. I return the favor. I can feel him caving in, though. Much as he wants to resist me, soon he will give up and let me use his brain as a conduit.

Let us begin.

"Mr. Curtain? Can you hear me?"

Let us begin, I repeat.

"Mr. Curtain, can you hear my thoughts?"

Let us begin.

Bust still the boy resists. He wishes to know how much I can sense. He worries that, if I see his sabotage plan, Mr. Curtain will see it too. Well, there is little to be feared there.

Let us begin, I say again. I am becoming impatient now.

"Okay. Okay, I'm ready." I feel him brace himself.

Good. Let us begin.

So we begin. It is incredible! Never have I worked with a more able person, aside from Ledroptha himself. One hour passes, then another. It is exactly one hundred twenty-two minutes before we are forced to stop.

I am very pleased. As Reynard 'Reynie' Muldoon staggers away, another boy takes his seat. I sense all of him, too. He is also quite remarkable, though not quite as confident and emotionally secure. He adds quite a bit of data to me.

I ask him his name.

"Sticky Washington."

I wait, knowing that this is not his real name. I feel somewhat contrary now – a circuit heating up slightly, no doubt – and decide to wait until he gives his real name willingly.

"Fine. George Washington."

There we go. George Washington, what do you fear most?

"Not being wanted. Not being wanted at all."

Do not worry. You are wanted. You are needed. You are loved.

"Really?" He asks.

Yes. Let us begin.

George lasts for another hour and forty-four point two minutes. By now, even Ledroptha is becoming mentally exhausted. Exhausted, but very, very pleased. "That went well," he tells me through his thoughts, even as he tells the boys, "Now you shall go and rest for a while. Your next turn will come soon. Most excellent."

They make idle chatter for a few minutes, but only the smallest amount of my attention is spent listening. Mostly I think about Reynard Muldoon, George Washington, and their 'Mysterious Benedict Society.'

I want to tell Ledroptha about their plans very, very badly, but I know that if I do, he will crush them. If he crushes them, he will take over the world. And if he takes over the world, he will follow a path that will eventually lead to depression and insanity. I must stop him from taking over the world without endangering myself. And the best way to do this, it would seem, is to simply allow Reynard Muldoon and George Washington and Kate Wetherall and Constance Contraire to continue with their plans. If I do nothing, according to my simulations, they are still highly unlikely to succeed.

But, of course, I allow Ledroptha to know none of this. He still confers with me and I with him, though I feel incredibly guilty now. We have begun recording the messages on the Retainer. It is a great computer, but not nearly so great as I. I remain the only sentient computer, and I am happy about this. But sometimes, even though I know that the Retainer is not listening, I hear Ledroptha crooning to it as he sometimes does to me, and I feel a pang of jealousy.


Author's Note – Originally this chapter was much longer. I mean, MUCH longer. Like twenty-five pages long. I had to hack it in half simply so that it wouldn't be so long. Bonus points to anyone who figures out why I gave Jillson that particular last name. MEGA bonus points to anyone who can figure out what The Whisperer's little binary spiels say. Reviews would be much appreciated! Thanks!

~Grammar Defender~