A/N: This is my first fanfic ever and I am pretty nervous. It is not just in one point of view, it is in all of theirs pretty much. I hope you all enjoy :)

Duncan sighed when he saw Matilda prance by with a group of cheerleaders. Ever since she had joined the cheerleading team and decided that she liked it, she had started wearing makeup and she always adorned her hair with thick curly ribbons. She was also beginning to look down on the other nerds, and she didn't seem that interested in being a secret agent anymore.

"It doesn't matter; we'll do just fine without her." Ruby said stiffly when Flinch mentioned something about it. Duncan could tell that Matilda's change had bothered Ruby quite a bit though.

"It wouldn't be the first time someone turned on us." She added. Jackson and Flinch nodded in agreement but Duncan couldn't, he didn't want to give up on Matilda just yet, she had been his first and only crush. Duncan's thoughts were soon interrupted when we saw Matilda walk up hand in hand with Brett, he felt his heart drop to the bottom of his stomach; they couldn't be together could they? Matilda had always talked about how she hated him.

"Long time no see, Wheezer." Jackson said.

"It's Matilda now, I have decided to leave the N.E.R.D.S team; it is a bit babyish now." Matilda said with her nose in the air. Duncan couldn't believe his ears; Matilda loved being a N.E.R.D more than anyone else on the team. While the rest of his teammates stood there stunned, Ruby looked furious.

"Are you serious? You're just going to abandon the world to hang out with these brainless jerks?" Duncan noticed that Ruby's arms started to swell up as she was seething at Matilda; she's allergic to conflict among many other things.

"People change Ruby; maybe if you took the time to take care of your hair, got some better looking glasses, and stopped acting so uptight about everything then maybe you could be popular too." Matilda said stiffly. Ruby opened her mouth to reply but Matilda quickly cut her off.

"Duncan, maybe if you lost some weight you'd be popular too, I mean I don't see how you could be so fat when all you eat is paste."

"Ghsihu!" Flinch snapped looking angrier than Duncan had ever seen him. Matilda rolled her eyes and turned to Flinch,

"I don't even know why I bother with you; you're like the annoying little brother that no one wants around."

"We're all the same age." Ruby said.

"What I meant was that no one wants him around, like a little brother, I mean even his own parents died because they didn't want to be around him anymore." Matilda replied through gritted teeth.
"That's enough!" Jackson yelled causing everyone to stare at him.

"Wow Jackson, I can't believe you're defending a nerd, I mean you used to be so cool before you started hanging out with these nerds." Brett said; Duncan had forgotten he was there, he was too busy mulling over what Matilda had said about his weight.

"They are way better than you will ever be, better than you and Matilda." Jackson retorted; he then turned his attention to Matilda.

"I heard that your parents are getting a divorce over your asthma, your father wants to move to a place where there's less pollution but your mother wants to stay here, you're parents are divorcing because of you."
Matilda's mouth opened but instead of saying anything, her eyes just hardened and glared at Jackson before she stomped off with Brett. Duncan and Ruby both glared at him,

"I thought you were through picking on people." Ruby said shaking her head.

"Yea, I can't believe you'd say that to Wheezer." Duncan added. Jackson couldn't believe what he was hearing, he had just defended them and they were treating him like he was the bad guy. Jackson was about to go tell them off when he felt a hand on his shoulder, he looked around and saw Flinch looking at him; he could see that he had been crying.
"Thanks." He muttered before running to go catch up with his friends. Jackson felt a slight smile pull at the corners of his lips, at least one of them appreciated what he had done for them.

"I still can't believe Jackson had the nerve to say that to Matilda, I mean I can't believe he made her think that her asthma was the cause of her parent's divorce. I can't believe that I was ever nice to him." Duncan muttered shaking his head.

"He was just defending us; she said a lot of harsh things to us." Julio cut in.

"You don't defend people from bullies by being a bully yourself." Ruby said stiffly, she couldn't believe that Julio was actually defending Jackson; she had expected this kind of behaviour from Duncan but never from Julio. Before either of the boys could reply, they all let out a loud obnoxious sneeze. Soon after the sneeze, they found themselves in The Playground looking at Agent Brand.

"Since Wheezer has left the team, I have decided to do something new; we are going to have to learn how to work with fewer people so I want you four to get into two teams of two." Agent Brand said.

"I pick Jackson!" Julio exclaimed." Duncan couldn't believe his ears; his best friend didn't pick him as a partner.

"What are we going to do?" Ruby asked as she went to go stand by Duncan.

"We're going to have some practice missions with just two of you at a time, in case anymore of you decide to leave us." Agent Brand replied. At this, Ruby looked down sadly.

"Actually, there's something you should all know." She muttered not meeting any of their eyes.

"What?" They all asked with curious shock.

"My parents are making me transfer to an all girls' boarding school; I can't be on the N.E.R.D.S team anymore." She replied sadly. Duncan, Julio, and Jackson couldn't believe what was happening, in less than a week they had lost two members of the N.E.R.D.S team, one of those members being their leader. Duncan didn't like to think about it, but he had a feeling that the N.E.R.D.S wouldn't last much longer.