Disclaimer: I do not own anything Ally Carter owns.

Claimer: I own anything else.

Chapter 1

An Announcement, An Op, and A Surprise

I kept on wondering what on earth was going on.

You see, when a certain person -spy- named Joe Solomon comes out of nowhere to the Blackthorne Institute for Boys, it doesn't take a genius to know something's on.

But the most confusing part was that, he arrived at 1:33 am.

How do I know this? The only answer I'm giving you is I'm a spy.

Spy.

I go to spy school, my mom's a spy, my dad used to be a spy until he went MIA when I was four, and I'm the best in my class –no, scratch that. I'm the best in the school.

Jealous much?

Next piece of info you're getting on me, my name's Zachary Goode. Teachers call me Mr. Goode, and my friends call me Zach. I have a thirty-two aliases registered with the CIA, NSA, MI-6, MI-5 blah, blah, blah, and three aliases only known to those on which I've used them.

I know names of countries that -for you- don't exist. I know how to speak languages that are thought extinct. I can steal every item in your house with duct tape, a bubble gum wrapper, and toenail clippers.

I am a very good spy.

So that's the reason I just knew something was going on, but I didn't know what.

Not knowing gets me really ticked off.

I sighed as I sat on my bed, looking out my dorm window towards the mountains that surrounded my school. Blackthorne was not registered anywhere as a school, so we hardly ever got visitors. We are located something around a 10 hour drive from Roseville, Virginia, far off into the mountainside.

My school is for spies, spies keep secrets.

So does this place.

I heard Grant -my roommate- mumble something like "uh-huh" in his sleep, and laughed silently. Grant is -as the obnoxious stares of every girl that sees him point out- the exact replica of your average Greek god. He's strong, good-looking (or so I've been told) and he uses his brains whenever he feels like it.

But he's cursed with the worst sleepwalking-snoring-sleep talking problem ever known to man.

My other roommate Jonas is your average cool nerd. No offense, but hacking the CIA database in record time at age 6 has got to give you some serious rep.

As for me, I'm the guy no one can read.

So I won't ruin that reputation by giving out info on me, now will I?

I stole a glance at the clock. 4:38 am.

I won't answer why I was up so late, but I'll give credit to my findings of Joe Solomon to it.

End of description people, I've got to snooze.

That morning, I woke up to a door being slammed shut.

I always thought of Grant as half-girl, but I found my theory proved every morning when he had what I called his 'bathroom time'. Poor, ever so stupid, Grant.

"What's his problem?" I asked Jonas.

"Nothing, the guy's mad 'cause he can't find his phone."

I'd always wondered why Grant had a cell phone, I mean I had one, but I hadn't used it in ages. It was pocket litter for CoveOps, but that's it. I figured he had it to keep pictures of all his countless ex-girlfriends.

Come to think of it, he didn't have that many… or did he even have any? Being locked up in Blackthorne tends to do these sorts of things to you. Hmm, I'll have to do some research on that.

"Whatever," I said and got out of bed. "Time?"

"Six am."

"Goodnight" I said. I've always been a bit of a sleepyhead.

"Good morning!" Grant said as he walked out of the bathroom with a towel around his waist. Forgot to mention, he has the world record of fast-showers.

I think his "bathroom time" consists of his hair and nothing else.

"Sheesh," I muttered. "A guy can't sleep here?"

"Not at six am," Grant said as he threw me a pillow. I, naturally, avoided it.

"Whatever," I said.

I headed into the shower, knowing this was going to be a long day.

We left for breakfast, and found Joe Solomon in the hallways.

Now, I never lose an opportunity to amaze him with spy skills, so I said: "Mr. Solomon, is there any difference between getting here at reasonable hours and 1:33 am?"

Joe Solomon is a very good spy.

So he just nodded and said: "Yes, there is Zach."

And he walked away.

My roommates gaped at me.

"How did you-" Jonas started.

"Spy," I said, pointing to myself.

We walked to breakfast, my roommates rolling their eyes, while I was thinking about what on earth would bring Joe Solomon here.

I got my answer 900 seconds later.

"Attention students!" Mr. Steve said. We all quieted down.

"Excellent!" he said, and we all groaned. But of course, our headmaster kept his face sunny side up.

"I have an announcement to make."

Yeah no kidding, I thought.

"Blackthorne is proud to be the guest of the Gallagher Academy for Exceptional Young Women for a small exchange this semester!"

At the word 'women' half the school went nuts.

I sighed, and went back to my cereal while Mr. Steve gave out explanations and details on the trip.

"Spy school for girls huh?" Grant said.

"No, spy school for sharks," I said sarcastically. "Or do you have a better meaning to the word women?"

"Shut up," Grant said, rolling his eyes.

"Nope," I said.

"I wonder what the place is like" Jonas said.

"I wonder why it's important enough for Joe Solomon to break in here at 1:33 am" I said.

Grant was about to say something when I cut him off. Mr. Steve seemed to be saying something interesting.

"-field trip to get acquainted with these young ladies. Only sophomores though. We leave for Virginia tomorrow, so pack up!"

"Oh yeah," I said once we heard the details of what we'd be doing. "This'll be fun."

Grant and Jonas grinned at me, and we headed to our first class.

I had a good feeling about tomorrow.

I'm gonna skip the rest of that day's events and move on to the next morning, due to the fact that the only thing going on were rumors. I know, rumors, at an all guys' school?

Anyways, that morning I simply followed my normal routine, and my roommates followed my lead, more or less. I was curious about this school, and about its inhabitants naturally, but I was Zach. I was not going to let that show.

I'd had my mask ever since I got here, knowing my life would be completely different.

Ever since mom…

Never mind. I'd left that part of me behind.

After breakfast we headed outside with our suitcases, and crammed them all into a van. Then we got into the chopper that was waiting for us on the eastern side of the woods.

Once we were all inside, the real action started.

"Gentlemen, I expect only the best from you today. Fail me, and share the consequences," Solomon said.

He started handing out folders.

"These are the codenames of each of the young ladies you will be tailing, along with an image. Be aware of their strengths, keep in mind their weaknesses. Because they are not listed there."

Dramatic much, Solomon?

Once I got my folder I opened it up, finding two pages of what seemed to be evapopaper inside. They had a list of names on one side with arrows pointing to its image. The pictures had the eyes covered in a black line -like always- and they were in black and white.

I ran down the list of names. They were by alphabetical order. They weren't names though, they were codenames. Aliases. Covers.

Bookworm

Was it my imagination or did I see Jonas smile as soon as he read the first name on the list? I saw in the picture a petite girl with straight hair with a few curls at the end. She smiled timidly. Oh yeah, definitely Jonas' type.

Chica

Dylan Reed was definitely smirking. He liked exotic names. Though, chick or small in Spanish weren't my definition of exotic… but that's just me.

Chameleon

Chameleon? Pavement artist. Easy to deduct. To get that kind of codename she'd better be good. I glanced at the picture. Wavy hair, plain face, fair skin, and small lips. The girl was a perfect average. Easy to blend in when you look like that.

Duchess

Duchess? Seriously? These girls had a strange imagination. I looked at the picture as well. You didn't need to see her eyes to see she was Grant's female version. I'm pretty sure Grant was thinking that too.

The list went on and on with weird names. I bumped into one named 'Paparazzi' and had no doubt she was the gossip leader of the place.

Fifteen girls total. There were seven of us. Nice going Gallagher, but they'd better be good.

"We're here gentlemen. Please leave your folders in that stack over there, and go ahead. The Gallagher Academy will be here shortly. Get acquainted to your surroundings. Go in pairs, teams, whatever, but don't get caught. Comms units are in that box. Do not fail," Solomon said as he opened the door.

I got out with Grant. Jonas was on the Research and Operations track, so he was going to stay inside someplace with lots of computers keeping track of all our moves. Who knew? Maybe that Bookworm person would be stuck with him there. The idea made me laugh.

We grabbed comms units and went ahead, going nowhere in particular, just exploring. I saw a lot of stares directed at my muscular friend, and somehow knew he'd just blow our cover.

"Dude, ever tried to let someone else in the spotlight?" I asked him.

"Nope," was his only answer.

Thought so.

We headed inside the museum, -yeah, I said museum, we were at the National Mall. Those girls were going to have fun.

We kept walking around, until we heard a voice in our ears that was undoubtedly Mr. Solomon's saying: "Gentlemen, the Gallagher Academy has arrived. Your task has begun. Do. Not. Fail."

"He's really freaked about us failing huh?" I told Grant.

"Oh, really? I hadn't noticed," he said overdoing the sarcasm.

We walked around and almost immediately found some girl with a sky blue plaid uniform. Too easy.

"Mr. Solomon, I have compromised a suspicious looking subject. Wavy blond hair with brunette streaks" I said.

"Very well Mr. Goode." I heard him mumble something like: "Ms. Morrison, you have been compromised.

"This is just too easy" I said to Grant as we watched the girl walk back to the parking lot.

Half an hour passed, and I heard a few more of my classmates mutter descriptions of girls into the comms units. So far, we had eight girls down. Plain too easy.

Then the problems started.

"Mr. Reed you have been compromised." Solomon said.

"Mr. Heath you have been compromised."

"Mr. Mill you have been compromised."

What? Three out of seven compromised within ten minutes?

Then I heard over my comms unit Solomon say something, probably into the girls' comms: "Excellent work Chameleon."

Just like that I knew I was facing a pro.

We walked around for a while, until we found two girls in a school group. But we noticed that no matter how well they blended in, their uniforms were a bit different.

We followed them.

We sat on a park bench and two minutes later they came by alone. We recognized one alright; the one Grant had been staring at in the picture. We decided not to bust them yet.

We followed the around for a while, and then they split.

So we split too.

And ten minutes later I heard: "Mr. Newman you have been compromised."

I sighed and followed my target. Scratch that, I tried to follow my target. She'd vanished.

I cursed under my breath and kept walking.

I bumped into a lot of people, trying to get an excuse to stop and scan the area, but only managed to have myself pushed into the elevator. I was pushed a little too hard and pressed my hand to the elevator button, beating another one to it.

I turned to see who it was.

I found my target.

"Hey" I said, trying to not have my mouth hang open –just an expression though, that would never happen to me.

Let me explain. One, I knew my target was the famous Chameleon. Two, I found myself staring at her beautiful blue eyes. Three, I found out that she was staring at me with a confused look. She pushed the button again for some reason.

"Hi," she said, just as the elevator opened.

I went inside and rested against the railing, studying her. Dirty blonde, straight but slightly waved hair, almost brown. About my height but slightly shorter, and a calm expression.

Definitely a pavement artist.

"So…" I said pointing to the crest on her coat. "The Guggenheim Academy," I almost laughed at my own joke. "Never heard of it."

"Gallagher Academy," she corrected. "Well, that's my school."

The elevator just kept moving.

"You in a hurry or something?" I asked.

"Actually, I'm supposed to meet my teacher at the ruby slipper exhibit, I've only got 20 minutes, and he'll kill me if I'm late."

"How do you know?" I said. Solomon didn't say to meet him anywhere…

"Because he said so."

"No, how do you know you've only got 20 minutes? You're not wearing a watch," I said, trying to hide my smirk.

"My friend just told me."

Oh, she's good, I thought. But not good enough.

"You fidget a lot," I suddenly blurted.

She stared at the elevator buttons.

"I'm sorry, I have low blood sugar. I need to eat."

Nice lie.

I took out the M&M's I'd been eating during the ride, which had been forgotten in my pocket.

"Here, I ate most of them already," I said.

"Oh, um, that's okay. Thanks," she said, blushing a light pink.

I was having some serious trouble hiding my smirk.

"Okay then."

The doors dinged and she hurried outside. "Thanks for the candy!" she said.

You're not getting rid of me that easily.

I followed.

She spun around and said: "Where are you going?"

I looked at her and smiled innocently. "I thought we were going to meet your teacher at the wonderful world of Oz."

"We?"

"Look," I said as serious as I could. "It's dark, you're by yourself, and this is DC. And you've only got fifteen minutes to meet your teacher."

Whoa. I felt the elevator ride much longer than five minutes. But my internal clock never lies.

"Fine," she said. She walked really fast, almost trotting. When I pointed that out, she didn't answer.

"So do you have a name?" I asked. The only way I could identify her was Chameleon or 'elevator girl'.

"Sure. Lots of 'em" she said.

I held in a smirk. A lot of covers? Nice.

Then I got a hilarious idea. "Do you have a boyfriend?" I asked her.

She turned around and said: "Look, thanks for the chivalry and all, but it really isn't necessary. It's just up here, and there's a cop over there."

Well, the boyfriend comment must've ticked her off. "What? You think a cop can protect you better than I can?" I said. I was trying too hard not to laugh.

"No, I think that if you don't leave me alone, I can scream, and that cop will arrest you."

I stepped away and smiled, unable to hold that back.

She smiled too and started walking away, then said: "Hey, thanks anyway."

I nodded, and when she was out of sight, I took a small shortcut to the slipper exhibit.

I arrived there with Solomon, and said: "I got you something."

"And what could that be?" Solomon asked.

I pointed to the stairs, and hid a bit. Dramatic entrances are my favorites.

I heard Solomon say: "You're four seconds late."

"But I'm alone" she protested.

"No you're not."

That was my cue. I came out of my hiding place, and said casually: "Hey there Gallagher Girl."

AN:

Welcome to the story! Whether you're re-reading, or you just found it, it's nice to see you in my hits chart! (or my e-mail, if I get lucky :P)

Just to let you know, what you're reading is the edited version of this story. It used to be 17 chapters long, not 10. But I fixed it up a bit, putting short chapters together, fixing spelling and grammar, taking out my mile long ANs (seriously, they were LOOONG) and such.

I did leave my goodbye AN at the ending though, I just had to. :P

So... I hope you like it! And I hope you stick with me through the other books (which, as I write this AN, I have not started :P)

R&R!

-DemiSpy.