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  iii Cover illustration by David B. Mattingly

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  ISBN 0-439-07032-5

  Copyright © 1999 by Katherine Applegate.

  All rights reserved. Published by Scholastic Inc.

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  Printed in the U.S.A. First Scholastic printing, August 1999

  1 For Michael and Jake

  My name is Rachel.

  Rachel no last name. Rachel no address. Just Rachel.

  It's a big, bad world out there, boys and girls. At least my world is. Lions and tigers and bears . . . and those are my friends.

  Joke. Sorry, I'm not very good at jokes.

  Here's what you need to know: Earth is under attack. Earth is being invaded.

  Yes, by aliens.

  I know. It sounds like fiction. It sounds like something you'd hear from the crazy lady pushing the shopping cart full of cans down the street. I wish I had a more believable story to tell but all I can do is tell the truth.

  2 The truth is that Homo sapiens, humans, me and you, have been targeted by an alien species called Yeerks.

  They're a parasitic species. Not predators looking to kill, kill, kill, hovering over our cities and blowing up the Statue of Liberty or whatever. The Yeerks don't want us dead. They don't want our land or our natural resources. They don't want to barbecue our livers.

  What they want is us.

  They're nothing but gray slugs in their natural state. Helpless. You could put on your Timber-lands and stomp a couple thousand of them on the sidewalk.

  Except that the Yeerks aren't content to live as slugs. They infest healthy host bodies, they enter the brain, they wrap themselves around the brain and sink into the little crevices. They control the brain. Utterly.

  Once they have you, once they've made you a Controller, you don't focus your own eyes, or move your own fingers, or draw your own breath. You are powerless. Like being totally paralyzed, only your eyes are still seeing and your mouth is laughing and your hands are reaching out to choke the life from someone you love. . . .

  They're here. They're not E.T. They're not cute. And we, my friends and I, are the only people

  3 who know, and just about all that stands between the Yeerks and total world conquest.

  Wow. Depressing, huh?

  Fortunately, we are not powerless. The Yeerks aren't the only aliens with an interest in Earth. There are the Andalites as well. Night and day. Evil and not evil.

  The Andalites may not all be saints, but one of them, a warrior named Elfangor, gave us the Andalite technology that allows us to morph. To acquire the DNA of any animal we touch and then to become that animal.

  Morphing: power wrapped up in a nightmare.

  And yet, there are times when morphing has certain advantages beyond fighting the Yeerks in their various host bodies.

  I was on some rocks, some very wet rocks at the base of a cliff, down by the water. North of town the beaches give way to tumbled rocks and eventually to tall cliffs topped with condos and homes for millionaires.

  This particular section of shoreline was public. It was condos to the south, and mansions to the north, but right for about a half mile it was just nature. Big pockmarked boulders and water spraying up and drenching me with each wave, and a chilly breeze raising goose bumps on my bare skin.

  4 It was better than being in school. I mean, who doesn't prefer a field trip over another day in the yawn factory?

  But it was definitely chilly. Cold once you got soaked. And we were all in shorts and T-shirts, supposedly identifying the "rich and fascinating life of the tidal pool."

  Of course what was actually happening was that three kids were investigating life in the tidal pools - including my best friend, Cassie - while most of the boys went leaping about the rocks, and most of the girls moved cautiously in little herds of three or four, and all the teachers and teachers' helpers basically screamed at the boys and chided the girls and occasionally yelled something about echino-derms. Your basic field trip.

  I moved away from the others. I don't do the gossip thing very well anymore. Sorry, but, "He said what? Oh. My. Gawd! No way!" just doesn't do it for me. And leaping around on rocks with boys who are secretly playing superhero in their imaginations, that's not going to work, either.

  I do plenty of leaping. Usually there's screaming and bleeding involved. And there's hurting: yourself and others. And afterward there are the nightmares.

  There would be more of that real soon. We'd

  5 been informed by our android allies the Chee that the Yeerks were at work on a secret new weapon: an Anti-Morphing Ray. We didn't know enough, yet, to launch an attack. But attack we would. And then there'd be the leaping and screaming and bleeding.

  And the nightmares.

  Anyway.

  I moved steadily away from the others. No one cared. They're glad to see me move on. They don't know why they're relieved when I'm gone, but they are.

  I guess I put off bad vibes, as my mom would say.

  Once alone it wasn't so bad. I like the sound of waves crashing. And even though it really was cold, I kind of liked the harshness of the landscape. Life down there in the rocks was precarious. You had the ocean, this living thing that encircled the planet, eating away relentlessly at the land, chewing it down, bite by patient bite. And the rocks were nothing but the crumbs that fell from Mother Ocean's mouth.

  But there, in those crumbs, in those rocks that would soon be ground into sand, there were hundreds of living things. Entire universes contained in eighteen ounces of seawater cupped in the armpit of a rock.

  6 I knelt down to look at one tidal pool. It went deeper than the others. Down into a crack in the rock, down to darkness.

  What tidal pool bogeyman lives down there? I wondered.

  There was a starfish sitting glued to the wall of the pool. Might as well have been one of those dead, dried-out things you see in souvenir shops on the boardwalk.

  Then he moved. It made me laugh. It was like he'd heard my thoughts and wanted to say, "Hey, I'm not dead yet, kid."

  Plop!

  I heard the sound.

  I made a quick, desperate grab. I missed.

  The earring that had fallen from my ear sank quickly out of sight.

  "Oh, man!" I yelled.

  I took off my other earring. I looked at it and groaned again. Yes, it was the hammered-gold hoop my dad had bought me for my last birthday. He'd brought them back from a trip to Portugal. Which meant I wasn't going to be able to replace them at the mall.

  I kicked angrily at an outcropping of rock.

  This was a bad idea. I was barefoot.

  Now I was really mad. Mad that I was on a stupid field trip. Mad that I'd dropped the earring. Mad at my dad for no reason except that I

  7 knew he'd expect to see me wearing them on our next weekend visit.

 
I wanted that earring and I wasn't going to just whine about it. When I get mad, I get determined. When I get mad, I do something. Not always a smart thing.

  "You," I said, looking at the starfish. "You could get it back," I said as I took off my outer clothing and stood there in my leotard.

  I reached down and touched the starfish and felt it become a part of me.

  8 i. stood up. Looked around. Not ten feet away was this guy named Bailey. I don't know if that's his first name or last name.

  "What do you want?" I demanded.

  "Nothing." He shrugged.

  I glared.

  He blushed.

  "Looking good, Rachel."

  "What?"

  "That leotard and all. You're looking good."

  I was wearing my morphing outfit. It seemed okay for a trip around the rocks.

  "Of course I look good," I snapped. "I almost always do. You have something else to say?"

  9 I guess that threw him. He shrugged.

  "Looking good," he repeated. "Looking real good."

  "I think we've been over that," I said. "Now go away."

  "You are so stuck-up!"

  "That's right, I am. Now you know the difference between good looks and a good personality."

  He left. I waited till he was back with a group of his friends. I scanned the other direction along the shoreline. A family with two kids, two little boys. They were coming my way but I'd have time to morph before they got close.

  I began to morph.

  First I shrank. Smaller and smaller. Puddles and pools rushed up toward me. A shower of spray hit me and all of a sudden it wasn't refreshing, it was scary. The force of the water nearly knocked me off my feet.

  Which was easier to do since my feet were disappearing. My thighs grew thick. My arms thickened as well, forming chubby cones.

  Arm, arm, leg, leg. And here was the gross part: My head was morphing to become the fifth leg. It turns out starfish don't exactly have heads. They have a mouth more or less in the middle, a bunch of wiggly little feet that look like suckers, and the five big cone legs.

  10 That's about it for a starfish. A cockroach, by comparison, is a model of sophisticated design.

  I went blind. Totally. No eyes at all.

  It occurred to me to wonder how exactly I expected to find an earr ing when I couldn't see, but I assumed the starfish would have other compensating senses.

  Nope. Not really.

  It could feel. It could sort of smell. It could scoot around on its many tiny little feet. If it happened, mostly by accident, to crawl onto something tasty I guess it could eat it. But that was pretty much it for the starfish.

  Well, I told myself, / might be able to feel the earring.

  I motored my many little feet. Down, down, slithering down wet rock.

  «0kay, this is stupid. An unfamiliar morph in a hole in the rock. Not your brightest move, Rachel.»

  Then my foot - one of them, anyway - touched something thin and hard and round.

  Amazing! I had stumbled onto the earring. It took me another ten minutes to get my useless little mouth to grab the earring. I headed back up. At least I hoped it was up.

  I climbed up over the lip of the pool, out into relative dryness. I focused my mind on morphing and began to -

  WHAM!

  11 Something hit me. Hit me hard.

  The starfish didn't have much in the way of pain sensors but I still knew, the starfish knew, deep down, that it was very, very badly hurt.

  I tried to make sense of it all. But all I knew for sure was this: I had been able to count to five on my starfish legs.

  Now I could only count to two.

  I was cut in half!

  «Aaaahhhh!» I yelled.

  Panic, blind panic hit me.

  I was cut in half! I had to die. Had to! There was no way . . .

  But I was still alive.

  Demorph!

  That was it. Yeah. Demorph. Yeah, yeah, change back. Oh, lord! I was chopped in half!

  I focused. Focused on the image of myself, my real self.

  Demorph, Rachel. Demorph and live!

  I began to change.

  Eyes! I could see!

  Rocks, all around me. But sky above. Blue sky and white, fluffy clouds! I could see!

  Tiny little blue eyes sticking out of a starfish leg.

  I continued demorphing. I dragged myself up, inch by inch and peeked carefully over the lip of rock.

  12 Half a starfish lay unchanged in the tidal pool. Two legs and a chunk of a third. And an earring.

  I caught a glimpse of the family, the two boys. One of them had a pail. And a shiny new steel shovel.

  He'd been the one who had cut me.

  He'd been the one who'd almost killed me.

  Rotten, filthy little brat!

  "I'll kill him!" I said. "Kill him! Kill the filthy little creep!" Morph to grizzly bear and tear him apart! No. No. Not the kid. Bailey! His fault. He delayed me, otherwise it would have all worked perfectly.

  I stood up.

  "Bailey!" I screamed against the crashing waves, shaking my clenched fists in rage. "I'll kill you! I'll kill you! I'll murder you!"

  He heard nothing, of course, over the sound of the waves. And that was a good thing.

  It occurred to me that killing Bailey was probably an overreaction.

  But just the same, it would teach him a lesson.

  13 J. finished demorphing. It was a terrifying, hideous experience. But the alternative was even worse. I demorphed in a total, like, panic! I wasn't even thinking, just screaming inside my mind, screaming and begging for it to be over.

  I rose from the rocks, so grateful to be fully human, so relieved. I saw the others, far off. I caught a glimpse of a blond girl, running away. I didn't recognize her.

  Had she seen me?

  The earring! There it was, stuck between my toes. Oh, good. It was a cool earring, really. Not like some of the stuff your parents might buy you. You know parents. Right?

  Anyway . . .

  14 I ran back to the others, too.

  I needed to be with, like, people. I needed to have familiar voices and faces around me.

  So scared!

  I was shaking. I was going to go on shaking forever.

  Was I insane? Why had I done something as reckless as morphing a starfish?

  And ...

  And why had I been so mean to Bailey? All he'd wanted to do was compliment me. He just wanted to say he thought I was pretty; why had I been so, like, harsh and stuck-up?

  Later I would have to find the time and the right way to apologize. Maybe if I went out on a date with him -

  Oh, wait. No. That would hurt Tobias's feelings. I was sure it would.

  I was supposed to go flying with Tobias after school. We did that a lot, me and Tobias. Tobias is a nothlit. That's an Andalite word for a person who stays in morph past the two-hour limit.

  Tobias was trapped now, as a red-tailed hawk.

  They are very scary birds.

  I mean, he's a boy, really. A very sweet boy. Like Bailey. Only I could kiss Bailey, couldn't I? Yes. I could. It would be nice.

  Nice kissing Tobias, too. If he was in human morph.

  15 They were both cute. They were both nice. Sweet. Gentle. Kind. All those good things.

  Only, Tobias killed mice and ate them. Which was not all that sweet, really.

  Oh, well.

  "Are you okay, Rachel?" a girl named Dahlia asked.

  "Oh! Does it show?" I asked, pressing my hands against my face.

  "Forget it," Dahlia said, looking disgusted. "Why would I try and be nice to you? All I get is sarcasm."

  "Oh, Dahlia," I said, reaching out for her. "I'm sorry you feel that way. Really! I want to be friends. I really, really do."

  Dahlia made a face. "You know, you were always stuck-up, Rachel, but lately you're just this total, like, witch."

  She turned away and I felt hot tears flood my eyes. Why would she say that about me?
I was being sincere. I really did want to be friends.

  We all walked toward the bus. Boy, was that ever a welcome sight after all I'd been through!

  I climbed aboard and got into my seat. My shoes were under the seat. My outer clothing was in my backpack. I pulled a sweater on.

  I wish they had seat belts on buses, don't you?

  "That's a cute sweater," this girl named Elizabeth said. She was sitting next to me.

  16 "Thanks. I got it at Abercrombie? It's, like, on sale? Forty-two fifty marked down to twenty-seven ninety-five."

  "No way! Are you going to the mall after school?"

  Okay, so I should go straight to meet Tobias after school. That's what I should do. I had promised. Only . . .

  But did I want to go be with Tobias? Or did I want to go shopping?

  Would Cassie go shopping with me? She didn't like shopping very much. But she might go. I could, like, ask her. But what about Elizabeth? She'd asked me already. Only I didn't really like Elizabeth all that much, and I did like Cassie. Only Cassie might not want to go shopping.

  And Tobias! He'd be so sad if I didn't show up.

  But if I showed up he'd, like, want me to morph and all, and it was so scary, flying, way up in the air with nothing holding you up - oh my Gawd! I couldn't believe I ever did it!

  "So?" Elizabeth asked.

  "What?" I asked.

  She shrugged. "Forget it."

  17 JL hooked up with Tobias at his meadow.

  He saw me coming and swept down out of the sky, fierce, wild, a thing of dangerous beauty.

  «Hi, Rachel. Hear anything from Jake about the mission?»

  "I haven't seen Jake. Don't worry, he'll get word to us if there's killing to be done. Ha! Anti-Morphing Ray! You have to admire the Yeerks: They never stop trying. They never stop trying to take us down! Now, let's fly!"

  I began to morph. My bird-of-prey morph is the bald eagle. It's only fitting. Nothing against hawks, but eagles are bigger, more dangerous. I'm sure if Tobias had it to do all over again he'd get trapped as an eagle.

  18 The bad part of morphing to eagle is the shrinking. You get smaller. A lot smaller, and your first thought is, Hey, smaller is weaker and no way I want to be weaker!

  But then you feel your weak, useless human lips harden and push out and out, forming the wicked, yellow, downturned, ripping, tearing eagle beak, and you think, Hah! Smaller, yes, but not weaker!