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  Copyright © 2018 by Shelley Johannes

  Cover illustration © 2018 by Shelley Johannes

  Designed by Shelley Johannes and Mary Claire Cruz

  Cover designe by Mary Claire Cruz

  All rights reserved. Published by Disney Hyperion, an imprint of Disney Book Group. No part of this book may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or by any information storage and retrieval system, without written permission from the publisher. For information address Disney Hyperion, 125 West End Avenue, New York, New York 10023.

  ISBN 978-1-4847-7413-7

  Visit www.DisneyBooks.com

  For Nolan

  CONTENTS

  Title page

  Copyright

  Dedication

  1. Better Than the First

  2. A Really Good Idea

  3. In A Mood

  4. Deeper Undercover

  5. Incognito

  6. Girl With A Plan

  7. The Perfect Camouflage

  8. A Wanted Criminal

  9. Rules Are Rules

  10. Upside Down Delivery

  11. The Smile-Stealing Part

  12. Kinkajou Fever

  13. Feeling Better

  14. Sam’s Puppet

  15. An Easy Decision

  16. A Special Project

  17. A Promising Sign

  18. The Real Sam

  19. A Move Of Her Own

  20. Truth Be Told

  21. Plan B

  22. Phase III

  23. Sam’s Answer

  24. A Natural

  25. Bravo Zulu

  Acknowledgments

  About the Author

  1

  BETTER THAN THE FIRST

  Beatrice Zinker tried to relax.

  Her sister, Kate, insisted the bus ride was taking exactly as long as it always took, but today it felt like forever.

  Beatrice pressed her face to the window, waiting for William Charles Elementary to come into view. As the bus bumped along, all she could think about was the secret in her backpack—and how excited she was to show Lenny.

  Lenny Santos was a lot of things.

  Beatrice’s best friend. Her double.

  And her partner in trouble.

  She was also the other half of Operation Upside.

  It was the second week of third grade, and—even though Operation Upside had officially begun last week—their secret plan was just getting started.

  When the bus finally hissed to a stop in the parking lot, Beatrice was the first one standing. She hoisted her backpack, squeezed down the aisle, and rushed through the morning crowd.

  Lenny was already waiting in their meeting spot.

  “Hurry! Hurry!” said Lenny, waving frantically from the limbs of a leafy maple. “Before he sees you!”

  Her hand reached out of the branches and hauled Beatrice to safety.

  “Who are we spying on?” Beatrice whispered.

  “Wes,” Lenny mouthed. “By the door.”

  “Wes Carver?”

  “There’s only one Wes,” said Lenny.

  Beatrice knew just two things about Wes Carver. His pockets were always stuffed with art supplies, and he spent every recess digging for rocks at the edge of the playground.

  “Look at his face,” Lenny sighed. “He stands there every day, holding the door, and no one ever notices. They walk by like he’s not even there.”

  She reached for her backpack. “I hope you don’t mind, but I made him an UPSIDE.”

  Lenny pulled an award from her bag.

  “Wow,” said Beatrice. “It looks so professional.”

  “I used my new stencil set,” Lenny replied. She adjusted her glasses, staring at the door. “I know the next award was supposed to be for Chloe, but—what if Wes needs it more?”

  A giant smile lit Beatrice’s face.

  “Who says we have to limit ourselves? We could make a lot of people happy this week!”

  Beatrice opened her bag and showed Lenny her surprise.

  “Whoa,” said Lenny.

  “I know!” Beatrice laughed.

  Eager-fingered, Lenny flipped through the stack. She shuffled through the pile once, then—eyebrows crinkled—she shuffled again.

  “Wait,” she said. “They’re all blank?”

  Excitement buzzed through Beatrice.

  There were ten of them, and they were all the same. Crisp, white, and waiting for a name.

  “They won’t be blank for long,” she said.

  Below them, an endless trail of students moved down the sunny sidewalk. Friends and strangers. Kindergartners, classmates—even fifth-graders.

  Lenny passed the pile back to Beatrice. “Do you have any ideas?”

  Beatrice grinned, her smile full of ideas. “I have one or two….”

  Lenny smiled back. “I bet you do.” Her finger traced Wes’s award, while Beatrice packed the others away. “At least we know exactly who’s getting mine today.”

  Just then, the morning bell rang.

  On the count of three, they zipped their bags, zipped their lips, and dropped from the tree. Together they marched across the lawn and ducked inside, with a friendly nod to Wes Carver as they passed by.

  Beatrice’s feet skipped in anticipation.

  The second week of Operation Upside was going to be even better than the first.

  2

  A REALLY GOOD IDEA

  Beatrice headed toward Classroom 3B with a pep in her step. She had a backpack full of possibilities and Lenny by her side. This week, nothing could stop Operation Upside.

  “STOP!” a booming voice bellowed down the hall. The blast of a whistle shrilled like an alarm. “No running! Absolutely not.”

  Only one person had a voice like that.

  And a whistle permanently snaked around her neck.

  Mrs. Tamarack, Beatrice’s third-grade teacher, stood guard outside their classroom with her arms folded across her chest and her eyes locked on Lenny and Beatrice. Every head in the hall turned and looked at them too.

  Beatrice glanced at her feet, then at Lenny’s.

  Technically, they were skipping.

  “Rules are rules for a reason, girls,” said Mrs. Tamarack when they got close. Her whistle glinted in her fist. “No shenanigans. No upside down antics. Do you need a reminder that you get three warnings before I take recess away?”

  Beatrice shook her head. She didn’t need a reminder.

  If there were an award for the strictest person in the world, Evelyn Tamarack would definitely win it—and she’d probably keep the trophy on the corner of her desk, and polish it every minute.

  Beatrice’s fingers wriggled around the straps of her backpack. A smile tugged at her lips.

  Mrs. Tamarack’s eyebrows crinkled in irritation. “Did I say something funny, Beatrice?”

  “No!” said Beatrice, covering her mouth. “Sometimes I smile when I’m nervous….”

  Or when a really good idea pops into my head, she thought.

  Lenny grabbed her arm and hauled her through the door before Beatrice could say anything more. With her back to her teacher, Beatrice shifted into secret-mission mode. She could already imagine Mrs. Tamarack’s name spelled out in bold, glittering gold.

  Chloe Llewelyn leapt from her seat, squealing, as they entered the room. “Lenny!” she said, waving a fuzzy headband in the air. “Look what Parvati brought!”

  Chloe and Lenny were next-door neighbors. The Llewelyns had moved into the neighborhood over the summer, just before school started. Chloe had only been at William Charles Elementary for a week—but like today’s bus ride, it felt like forever.

  From across the room, Parvati waved hi.

 
Grace and Eva meowed hello.

  An assortment of pointy ears poked out of their hair.

  “I raided my sister’s dress-up box,” Parvati explained. “Aren’t they purr-fect?”

  “And,” said Chloe, “my mom gave us her old stethoscopes.” She curled a spare one around Lenny’s neck, and smiled at the effect.

  “This is so cool,” said Lenny. She stuck the earbuds in place and tested them out. “It’s like we’re real veterinarians now.”

  When Chloe started her veterinary clinic at recess last week, Beatrice assumed everyone would get bored in a day or two.

  Instead, every recess, more people showed up at the back of the playground, crawling on all fours, woofing and whimpering for medical assistance.

  Now they had fuzzy headbands.

  And working stethoscopes.

  Chloe nudged Beatrice’s shoulder. “Want some cat ears, Beatrice?”

  “Maybe later,” said Beatrice. She couldn’t think about the vet clinic right now.

  She was a spy on a mission.

  She needed to focus.

  Classroom 3B was buzzing with distractions. Mrs. Tamarack ran a tight ship, but the first few minutes of every day were complete chaos. The room was a whirlwind of binders and backpacks, lunches and last-minute questions, homework and stories from the weekend.

  Conditions couldn’t be more perfect.

  Non-spies don’t realize it, but most secret missions are not accomplished in secret at all. Most operations happen out in the open, with real life swirling all around them.

  Chaos is a spy’s best friend.

  As Beatrice’s other best friend checked the heartbeats of several eager cats, Beatrice seized the moment. She skirted around Lenny and her new stethoscope, and rushed to her desk.

  Time was limited, so Beatrice worked fast.

  She pulled an award from her backpack, fished a marker from her pencil pouch— then, left-handed, she disguised her writing and filled in the blanks with quick, sparkling strokes.

  In the middle of real life, while everyone was doing their thing, Beatrice calmly blew the ink dry, coolly walked across the room, and casually slipped Mrs. Tamarack’s award into the homework bin with everyone’s math.

  Mission accomplished—just like that.

  Mrs. Tamarack clapped her hands and blinked the lights. “One, two, three—eyes on me,” she called out. “Contrary to popular belief, this classroom is not a zoo.” She pointed at Lenny, Chloe, and the fuzzy headband crew. “Veterinary clinic—this means you.”

  Beatrice sidestepped back to her seat, feeling triumphant. Class hadn’t started yet, and the first UPSIDE of the week was already in motion.

  3

  IN A MOOD

  Beatrice’s moment of triumph did not last long. It ended the moment Mrs. Tamarack frowned and looked her way.

  She seemed determined to take recess away.

  Mrs. Tamarack’s second warning came during morning announcements.

  It surprised Beatrice as much as her sneeze.

  Thirty minutes later, Mrs. Tamarack shouted warning three.

  The room emptied for morning recess right before lunch.

  Sunlight poured through the open door as fifty feet raced outside, and the playground filled with happy screams. Mrs. Tamarack cleared her throat and squinted at Beatrice—a wordless reminder to stay in her seat.

  Behind Beatrice, another throat cleared, and someone shyly tapped her sleeve.

  A pair of cat ears dropped onto her desk.

  “We brought you these,” said Chloe.

  “So you can pretend you’re outside, at least,” said Lenny.

  Mrs. Tamarack raised an eyebrow in their direction. “Recess is now or never, girls.”

  The girls quickly chose now.

  Beatrice slumped in her seat as she watched them leave.

  “Don’t mope,” said Mrs. Tamarack. “I’m certain there’s homework you can do.”

  At the mention of homework, Beatrice’s eyes flew across the room and landed on the wire basket. The crisp edge of Mrs. Tamarack’s award winked at her from its hiding spot, where it waited patiently to be found.

  Beatrice sat up straight and beamed.

  Her first recess was gone, but the day was going better than it seemed.

  Except, after lunch, Mrs. Tamarack’s mood was even worse.

  Beatrice lost second recess even faster than she’d lost the first.

  Beatrice’s face remained calm as she returned to her seat, but inside …

  … she was cartwheeling.

  If anyone needed an UPSIDE today, it was Mrs. Tamarack. Her teacher was in the worst mood ever, and just a few feet away, buried in a pile of math facts, was a piece of paper with her name on it.

  It was only a matter of time before Operation Upside made Mrs. Tamarack’s day.

  Beatrice sucked in her cheeks to keep the smile off her face.

  She was the cofounder of a secret operation. Being a spy required endurance, even when endurance was hard.

  All afternoon, Mrs. Tamarack click-clacked and clip-clopped this way and that, completely ignoring the homework stack.

  Once, she paused.

  Twice, she even glanced.

  But each time was only happenstance.

  The wait dragged on through Science, stretched into Social Studies, and ran all the way into second recess with the rest of the class.

  Beatrice waited, stuck in her chair, until the very last minute of the day, when Mrs. Tamarack finally made her move.

  While everyone was crowding the door, with backpacked shoulders and restless feet, Mrs. Tamarack strode across the room and stacked their homework, nice and neat.

  “Last call,” she announced, waving the papers over her head. When no one responded, she tucked the pile—award and all—into the tote bag under her seat.

  The final bell rang just as the bag hit the floor.

  Beatrice threw her own bag over her shoulder and flounced toward the door.

  Her backpack felt a touch lighter than when she’d walked in, and she floated into the corridor like she was walking on air.

  She was guaranteed to see Mrs. Tamarack’s smile tomorrow. And if she hurried—she’d get to see Lenny’s smile even sooner.

  4

  DEEPER UNDERCOVER

  The other half of Operation Upside was already halfway down the hall when Beatrice caught her sleeve. Lenny told Chloe she’d meet her on the bus, then hung back and slowed her pace.

  “Mrs. Tamarack was in a mood today, huh?” said Lenny.

  “You’re telling me,” Beatrice replied.

  Lenny shivered. “I was afraid to move. I can only imagine how it was for you.”

  “Actually,” said Beatrice, “it was a pretty good day.” She looked around, then lowered her voice. In a confidential tone, she gave Lenny the victorious, top-secret play-by-play.

  Lenny didn’t smile, or clap, or jump around, like Beatrice imagined she would.

  Instead her shoes squeaked to a stop.

  In the middle of the crowded corridor, Lenny gaped at her, wide-eyed and pale. “MOST STRICT?!” she repeated in a heated whisper. “That’s really what you wrote?”

  It’s hard to be an upside down thinker if you second-guess yourself all the time, but the horror on Lenny’s face was impossible to ignore.

  As the stream of traffic diverged around them, Beatrice felt her first prickle of doubt.

  “What?” she asked, trying to shrug it off. “She’s really good at being strict.”

  Lenny groaned. “You’re going to be in so much trouble, Beatrice.” Chewing her lip, she snuck a glance at Classroom 3B. It was just a dot at the end of the hallway now. “Can we get it back?”

  “It’s in Mrs. Tamarack’s tote bag,” Beatrice told her. “Mixed in with the math.”

  Lenny’s shoulders slumped.

  A teacher’s tote bag was forbidden territory—even for Operation Upside.

  They traveled the rest of the corridor in silence
, Beatrice thinking, Lenny slinking.

  When they reached the end, the door swung wide. Wes Carver’s friendly face peeked around from the other side.

  “Yikes,” he said, when they stepped into the light. “You look like you need some cheering up.”

  He reached into his sweatshirt pocket and dug around. His search continued from pocket to pocket to pocket as an impressive variety of markers spilled to the ground.

  For a moment, Beatrice stopped thinking.

  Lenny stopped slinking.

  Their heads tilted in curiosity as they watched Wes hunt for cheer.

  “Here!” he finally announced, fists raised above his head and art supplies scattered at his feet.

  With the flair of a new magician, he dropped something into each of their outstretched hands.

  Rocks.

  With a message on them.

  “Thanks!” Beatrice grinned.

  “Yes, thank you, Wes,” said Lenny, not looking cheered up at all.

  As they joined the jam-packed pathway, Lenny lifted her rock to her nose. “I think he used scented markers. Mine smells just like licorice.”

  Lenny passed her rock to Beatrice.

  Lenny was right.

  It smelled exactly like licorice.

  Beatrice smelled her own and smiled—it was pineapple. Like upside down cake.

  Lenny sighed. “I really wanted Wes to get an UPSIDE….” Opening her bag, she flashed Wes’s perfectly stenciled certificate at Beatrice. “I can’t even carry this around,” she said. “It’s too risky now. Once Mrs. Tamarack sees her award, Operation Upside is doomed.”

  Beatrice tucked Wes’s award into her backpack. “Operation Upside is not doomed.” Certainty swelled up as Beatrice said the words. “It was a top-secret mission. Even if Mrs. Tamarack hates her award, we’ll be fine. She’ll never know it was me.”