I stood, holding my breath as I watched. Maybe that's why I was the one who heard it, a buzzing sound, so distant that at first I thought it was the whirling of my own mind.

But I heard it again.

"Did you guys hear that?" I asked, straining.

Bex was trying to maneuver Liz into position, and Liz was staring at the high-voltage sign as if her life depended on it, which . . . well . . . it probably did.

"Do you hear that?" I asked Macey.

"We're five hundred yards beneath the ground," she said with a shrug.

She was right, of course. I was probably as safe here as I could have probably been anywhere in the world, but there was something about the eerie quiet that surrounded us.

I stood for a long time, listening to the sound of my heartbeat - a rhythm that hadn't slowed in months until . . .

"There," I said again, and this time Macey stopped too.

"Maybe it's a furnace of something?" she asked as the sound got louder.

I held my breath. "That's no heating unit."

"How much longer, Liz?" Bex asked.

"Almost got it!" she called, reaching as far as her thing frame would go, but still the book stayed out of grasp.

"Liz," I said again. The noise was growing louder, and it came with more regularity. "Liz, how long would it take you to bring the laser grid back up?"

"Two minutes." She said.

But in the depths of the space, the noise growled to life again. I looked at Bex and Macey. "We don't have two minutes."

In that moment there were a lot of fears that came to mind: What if there was some backup security measures that we hadn't neutralized and we were about to be gassed, crushed, drowned, electrocuted, pinned, or trapped?

What if the Circle had tracked me into the depths of our school and, knowing that I was locked away from my mother and our guards, had found a way inside?

What if it was my mother, and we were caught . . . busted?

But despite my crazy fears, there was one thing I knew for certain: someone else was trying to get into Sublevel Two.

"You can do it, Lizzie," Bex shouted up. "Just . . . hurry. And maybe move a little to the

-"

Bex pulled the rope to the right, but either she underestimated her own strength or overestimated Liz's weight, because next I saw a blond blur swing past the shelves and stop to hover somewhere over the section dedicated to the Cuban Missile Crisis.

The mechanic whirring had grown louder, and now we could tell it was coming from somewhere in front of us.

"Are those . . ." Macey started.

"The elevator shafts?" Bex guessed.

"I think so," I said. "Do you think it's -"

"Townsend," we all said in unison.

"But how is he planning on getting around the security measures down here?" Macey asked.

I shrugged. "Either he knows we've already done it for him . . ."

"Or he doesn't care," Bex said, staring at me, and I couldn't tell from the look in her eyes that neither of us knew what was scarier.

A small pile of dust had started to appear on the floor, and I noticed the small hole that was appearing in the stone wall. Agent Townsend was drilling his way out of the shaft and into Sublevel Two.

I spoke over the sound of the drill and the panic of my pounding heart. "We gotta go!"

The operatives realized they were about to have a very hostile encounter with a very angry teacher-slash-possible-enemy-agent, so they utilized a number of highly recommended covert tactics.

1.Operative McHenry said, "Are you ready yet? Are you ready yet? Are you ready yet?"

in rapid succession until Operative Sutton was, in fact, ready.

2.Operative Morgan pushed a shelf in front of the wall the enemy operative was trying to drill through, forming a temporary barricade.

3.Operative Baxter took that opportunity to say some very choice words about the Gallagher Academy's new Covert Operativtions instructor.

"Got it!" Liz said, and in the next second she was sailing through the air, falling, Macey and I caught her and guided her to the ground, but we barely had a second to unhook her -

not a moment to retrieve any of our gear - before Bex grabbed my and whispered, "Run!"

And then we were off, dodging through the shelves as quickly as we possibly could.

Glancing back, I could see the beam of a flashlight playing over the shelves at the end of the massive room. We were well away from the beam's reach, but we were anything but safe.

The cable still dangled from the ventilation shaft in front of us. I watched Macey grip hold of it, latch on to one of the clamps that had brought us down, and shift the device into reverse. A spilt second later, she was rising through the air, hurtling into the shaft, toward the night sky and freedom.

But in Sublevel Tow there were footsteps behind us and coming closer.

He's never been here before, I told myself as I listened to the man make his way slowly through the maze of shelves.

Bex was standing at the base of the cable, hurriedly securing Liz to the device, while I stayed frozen, watching the play of the flashlight between the shelves. It was eerie and beautiful at the same time. A hundred years' worth of covert items lay inside that massive space - blue prints and plans, secrets so explosive the best spies in the world were willing to risk everything to make sure they never saw the light of day.

But right then, there was only one top secret artifact that mattered to me. It was my turn, so I reached for the cable and felt myself faster and faster toward the fresh air of the night.

Chapter Thirty-One

It was a nearly starless sky. Black clouds hung heavy overhead, blocking out the moon.

But after the darkness of the tiny hole, I had to squint my eyes. It was like staring at the sun.

"And just when we thought we weren't going to get to do any CoveOps training exercises this semester," I said I Bex as she yanked me out the hole by my arms; but my roommates weren't smiling.

"What?" I asked. My friends just looked at me. "What?" I asked again, but I never got to hear the answer, because in the next moment the air around us was drowned in light.

Sirens were ringing, piercing the air, screaming that something was terribly, terribly wrong.

The front doors of the mansion were a hundred yards away, but I knew they were our best chance at safety, and Bex and Liz were already running. Macey and I hurried to catch up.

Guards ran from the main mansion to the fences, checking the perimeter, barely able to restrain barking dogs on the ends of long leashes.

Searchlights flashed across the sky. From a distance, it might have looked like a party.

People in Roseville probably had a dozen crazy theories about what was going on at the school right then, but none of them, I knew, would remotely resemble the truth.

The instant my roommates and I pushed breathlessly through the front doors, I heard Professor Buckingham call my name from the top of the stairs.

"Cameron Morgan! Has anyone seen Cameron -"

"There she is!" an eighth grade yelled, and in the next second I was trapped in a crush of bodies. Mr. Smith reached me first. A man from the security department grabbed me from the other side.

"What's happening?" I asked, looking at Mr. Smith.

"Breach," he said simply as I was dragged (or practically carried) up the stairs.

Girls crowed the hallways. They had pajamas and bare feet. And weapons. Oh yeah, they'd brought a lot of weapons.

"Is it the Circle?" one seventh grader yelled, voice breaking. "Are they here?"

But the faculty kept me gripped in a tight circle. I could barely make out a single face until Tina Walters broke through. "Cammie, are you okay?"

"I'm fine!" I yelled, trying to squirm free.

And then the alarms stopped.

"You gave us quite a scare tonight, young lady," Townsend greeted me on the landing.

My friends stood at the bottom of the stairs, staring up at me. Their hair was tangled and full of cobwebs. Their faces were filthy (which meant mine probably was too). "Exactly where have you girls been keeping yourselves?"

"Secret passageway," I said. "I just found it. It's awesome but . . ." I glanced at Macey, who had a large black mark on one perfect cheekbone. "Dirty."

"You," Townsend said, pointing to Liz. "What do you have in that bag?"

Okay, so maybe it did look a little strange. After all, a hundred girls had filled the hallways and lined the staircases that night. There were face masks and retainers, but Liz carried the only backpack, and Townsend wouldn't have been the spy everyone thought he was if he hadn't wondered what was inside it.

"Well?" he asked again, stepping closer.

"Homework!" Liz blurted. "Books."

"You may not know this, Agent Townsend," Dr. Fibs said, "but Ms. Sutton here is one of our most dedicated -"

"Open it," Townsend demanded. He grabbed the bag and turned it upside down. I held my breath and watched as two notebooks, a pack of gum, and fourteen colored pencils scattered across the floors.

I'm pretty sure I supposed to breathe a sigh of relief, but instead I felt panic. Terror. We'd risked our lives to get that journal, and it was nowhere. Gone.

"Where's the . . ." I found myself saying aloud, but Macey gave the slightest of nods. The journal was hidden, it told me. The journal was safe.

"Cammie!"

I knew that voice.

"Mom," I said, trying to see through the crowd.

"It's okay, everyone," my mother - our headmistress - told us. "The security department assures me that the perimeter had not been breached. There's no one within the mansion or the grounds who is not supposed to be here, go back to bed, everybody." When she looked at me, there was no doubt it was on order. "Go straight to bed."

Yeah, in case you're wondering, we totally didn't do that.

Sure, we went to our suite. Sure, we turned out the lights. But ten seconds later the four of us were huddled in the bathroom, staring at the book that looked especially dark in Liz's pale hand. When she handed it to me, a single piece of paper slipped free, fluttered, and landed on the floor.

Dear Cammie,

If you're reading this, I must be gone. I know I should probably apologize for keeping this journal from you for so long, but I won't because I'm not sorry. In my professional opinion, you weren't ready. And in my personal opinion, I had hoped you never would be.

I've made mistakes, Cammie - too many to name here. But the biggest of which, I still carry. The worst of which, I've spent a lifetime trying to make it right.

I did try to make it right, Cammie, I really tried, but if you're reading this, I must not have tried hard enough.

Forever sorry,

Joseph Solomon

The thin book felt heavier than, more precious than all of the first editions in the Gallagher Academy's library put together. The cover was brittle and dry. The pages tallow with age. I was almost afraid to open it. But needless to say, not reading it wasn't really a viable option at that point.

I took a deep breath and turned to the first page, read the heading - COVERT

OPERATION REPORT - but beyond that, I couldn't read a single work.

"It's encrypted," Bex hissed in frustration. "We risked our bloody necks and we can't even read it. I tell you, I'm half tempted to break into CIA custody just so I can break Joe Solomon out of CIA custody just so I can break Joe Solomon."