"Mr. Kuryakin? Mr. Kuryakin? Mr. Kuryakin? Mr. Kuryakin?"

Illya Kuryakin gazed at the student in the seat front and center, and sighed. Ellis Ambridge wasn't a bad kid. He was definitely a smart kid. It was just that he made Illya want to pull out his service revolver and shoot him. He sighed again.

"What do you want, Ellis?"

The bespectacled and pimply boy lowered his hand. "You forgot to assign our homework."

Several other students in the class groaned. A few muttered angrily.

Illya had to fight not to roll his eyes. "Chapter 3. First 20 review questions."

Now the whole class muttered mutinously, but at that moment the bell rang and the students gathered their things quickly and scuttled out of the classroom. Several of the girls smiled shyly at him as they left, a couple of others smiled rather provocatively at him. The last girl wriggled suggestively and batted her eyelashes. It made Illya wonder how he had ever found 16 year old girls attractive even when he was 16. He waited until the room emptied and sat down at his desk tiredly.

He realized with relief that this was a free period for him and he reached for his communicator.

"Open channel F." He waited for his partner's voice.

"How's it going, Illya?"

"Besides wanting to fling myself out the nearest window, it is going slow. So far no one has shown their hand."

"The math teacher?"

"No, he's clear. So is the janitor, the English teacher, and the Spanish teacher."

"Damn. I would have put money on the math teacher."

Illya smirked. "Just because you hate math doesn't mean all math teachers are evil."

"Doesn't mean they aren't. All right, see you tonight. I have a lead at the library I want to check out."

Illya just shook his head as he put the communicator away. He had seen the pretty librarian a couple of days ago. He was quite sure he knew what his partner's lead was.

He still had doubts about this whole scheme.

Several weeks ago, UNCLE had stumbled upon a THRUSH plan to recruit teenagers into their organization by threatening to kill their families. They had narrowed it down to a high school in southern Illinois. The idea was to plant the two agents into the school and make discreet inquiries. Illya became a history teacher and Napoleon posed as a part time assistant coach. Illya was disgruntled that the hardest thing Napoleon had done so far was watch a bunch of boys dribble basketballs. The agents had been at it for two weeks now and Illya felt they were getting nowhere. He usually didn't mind undercover work. It was usually challenging and interesting. This time it was just torture.

And who would have thought that he would become the most popular teacher in the school after only a couple of weeks? And yet it seemed that it was so. The boys were interested in the fact that he was from Russia. They thought he was 'cool.' The girls just seemed to think he was cute. However, none of them seemed to be troubled by a THRUSH recruiter and the teachers on staff were just vastly over-worked and even more vastly under-paid. He was beginning to worry that this was just a vast waste of time.

He checked his watch and sighed again. He had cafeteria duty in about 30 minutes. He pulled out his planner and began working on his lesson plans for tomorrow. Because no matter how far undercover he was, he was still responsible for teaching world history to the 'future of America.' He shook his head. Most of these students had no more on their minds than sports, TV, and, of course, sex.

Cafeteria duty was exactly as advertised. Duty. Teachers were required to wolf down their lunches at a separate table, keep an eagle eye out for rambunctious students and step in when things got noisy or troublesome. Illya found it easier to grab a sandwich and walk up and down the tables while eating. Rather than resenting his constant patrolling, the kids seemed to love it and always greeted and talked to him with interest.

Today he had to rescue Ellis Ambridge from a couple of students trying to place a 'kick me' sign on his back, stop two girls from sneaking out the back door to smoke, break up a friendly scuffle that threatened to escalate out of control, and keep students from shooting toothpicks through straws into the cafeteria ceiling. He almost wished for a THRUSH thug to tromp.

The day finally ended and Illya dragged himself to his car. He was met in the teacher's parking lot by a young woman, a fellow teacher. Her name was Roberta West and she taught music. Illya liked her well enough. She was outgoing and gregarious. However, more Napoleon's type than his.

"Hi, Roberta," he greeted wearily.

"Oh, Illya," she trilled. "I'm so glad I caught you before you left."

He smiled weakly. "What do you want, Roberta?"

She smiled back brightly. "I thought you might want to join me for dinner tonight. You know, you being new and all. I'd hate for you to eat alone." He opened his mouth to say no, but immediately his training kicked in. This would be an opportunity to question her. He steeled himself inwardly and smiled back at her.

"That sounds great. Where were you thinking of going?"

"My place? I make the best spaghetti you'll ever eat."

Illya warred with himself. He so did not want to spend an evening with her. "That sounds great," he found himself saying.

He got her address and arranged to come to her house at 7pm; then continued to his car kicking himself mentally for accepting.

XXXXX

UNCLE had rented a house relatively near the school. Illya pulled into the driveway and removed the pile of books and papers from the back seat and trudged up the steps of the wrap around porch. He unlocked the door, deposited his books on the kitchen table and grabbed a beer from the fridge. He went back out to the porch and took a seat on the swing, taking a long swig of his brew.

Carrollton, Illinois was a nice little town. Isolated but charming; what they referred to as a farming community. It was the county seat of Greene County, about 60 miles north of St. Louis, Missouri. The population was small and everyone seemed to know everyone else. Illya wondered if that was why he was such a curiosity here.

He himself had never lived in a rural area. He'd lived in Kiev, Moscow, Severomorsk, Paris, Cambridge, London, and New York. He was an urban creature and this small community was as alien to him as the surface of the moon. He was rather surprised that his partner, Napoleon, seemed to be rather nostalgic about its quaintness. It seemed Napoleon had spent many a summer at his grandparent's farm in upstate New York. He was finding his time here a walk down memory lane. Illya was finding it just short of hell.

Right on cue, he could see the curtains part in the house across the street and the sour face of its resident peeking out. Al Nichols had taken an instant dislike to Illya and vice versa. Nichols suspected him of being a communist (which he was), a spy, (which he was), and a villain (which he wasn't).

Illya lifted his beer toward the other's house in salute. The curtain dropped angrily back into place and Illya smiled in satisfaction. The ass.

The warm September air buzzed lazily with honey bees and crickets. Illya found himself nodding, something he would never have done in New York. Perhaps it was the illusion of safety that the small town exuded. He wasn't fooled. Danger was everywhere.

He jerked awake as he heard a car pull into the drive. Napoleon Solo got out of the car and stretched tiredly. He waved as he headed up the walk. "Hard day at work?" He asked as he took a seat on the wicker chair next to the swing.

Illya frowned. "Harder than your afternoon, I imagine."

Napoleon grinned knowingly. "Find out anything?" He asked, changing the subject.

"Just that I hate teenagers."

The other man laughed. "I didn't find out anything, either. Kathryn, the librarian, was a dead end."

"I'm having dinner with the music teacher, Roberta West, tonight. Maybe she'll have some information," Illya said unconvincingly.

Napoleon smiled slyly. "Have fun."

"I'm not you, Napoleon. There are other ways to question a woman than going to bed with her."

"But none as fun."

"You haven't met Roberta, then."

Napoleon sighed. "Maybe we're going about this all wrong."

"What do you mean?"

"We're not finding out a thing from the adults. Maybe we should be talking more to the kids themselves."

Illya grimaced. "Napoleon, I've been trying. Those vacuous little cretins seem to think of nothing of any consequence. I can't imagine what THRUSH could possibly want with any of them."

"I guess if you start them young enough." He paused. "You know, the basketball team is having a little party tonight. Maybe I'll crash it."

"All of a sudden, Roberta doesn't sound so bad."

XXXXX

Illya survived his date with Roberta West. She evidently knew nothing about THRUSH attempts to recruit kids, although Illya had not asked her quite so explicitly. He spent most of the evening avoiding her not so subtle advances and ended up leaving early.

Napoleon's evening, too, had been a bust. The basketball team had not planned a party but had planned to crash a party. Napoleon had to put a stop to it before the beer began to flow. He wasn't a prude, but teenagers had no business drinking and driving. He ended up chasing them home and came home himself feeling frustrated.

The next day was spent back at school, with Illya's renewed determination to find out whatever he could from the students. By third period he was downing a handful of aspirin at the water fountain.

"Hi ya, Mr. K!" Illya looked up to see one of his students, Mike Miller. Mike was a toothy, gregarious kid, who was one of the more popular kids in school.

"Hello, Mike."

"Have you thought any more about sponsoring a Russian club? All the kids are so excited about it."

Illya doubted that but let it pass. Mike had approached him a couple of days ago about the club. It had taken the Russian a few minutes of careful listening to understand what Mike was even talking about. There had been nothing in his experience with Russian schooling even remotely similar to extracurricular activities or after school clubs. He had told Mike he'd think about it and then promptly forgot it.

"Sure, Mike. I'll do it."

Mike beamed. "Groovy, Mr. K! Wait'll I tell the other kids." The youngster darted off in the crowd of students that was filling the hallway.

Illya had the uneasy feeling he'd just agreed to voluntarily submit himself to something akin to THRUSH torture. How hard could it be? He headed back to his classroom, stopping two boys from stuffing Ellis Ambridge into a locker on the way.

The bell rang and Illya began his lecture.

XXXXX

It took a couple of days for Mike Miller to make all the arrangements for the new Russian club. Homemade signs suddenly appeared all over the school advertising it.

In the meantime, between the two agents, they had managed to eliminate a few more teachers. Even Napoleon was beginning to doubt the mission. But until they had eliminated everyone, they soldiered on.

Then came the day for the first meeting of Carrollton High School's Russian Club. Having no idea what to expect, he was therefore shocked to walk into a classroom that was so full there were students standing in the back.

They all looked eagerly at him and suddenly Illya had no idea what to do. And that, in itself, was such a strange and novel feeling that he felt nervous. "Zdravstvuyte."

They all looked at him blankly.

"Hello."

Everyone relaxed, smiled, and returned his greeting. Mike Miller stood up and acted as spokesperson. "Mr. K, we've been talking. It would be fun to learn some Russian, but what we really want to learn about is Russia. What's it like? All we ever hear about is how the Russians want to drop nuclear weapons on us. But you don't seem so bad. What's going on behind the iron curtain?"

Illya gazed at them, suddenly understanding. He remembered his own nervousness upon arriving in New York after years of propaganda, not knowing what to expect. That's all these kids wanted to know. What was propaganda and what was real? What did Russia mean besides missile crises and duck and cover drills? He smiled.

It was an enjoyable hour. The students were interested and engaged and hung on his every word. He told them about basic things. Crowded housing, long lines, and food shortages. But also dachas, farms and Sputnik. He regaled them about his first apartment, a one room cold-water flat on the 5th floor of an old building that he shared with five other young people. They were enraptured.

When it was over, several of the students remained and gathered around him to talk to him. Mike, Ellis Ambridge, of course, two of his fan girls: Rita Wright and Mary Taylor, and Johnny Curry, a smart but surly kid.

"That was really cool, Mr. K!" Mike enthused.

Rita gushed, "You are so interesting, Mr. Kuryakin. You are so smart." She tried to give him a sexy smile but it just came out as a weird grimace.

Johnny rolled his eyes and elbowed past Rita. "How do we know you're telling us the truth?"

Rita gasped and Mary interrupted in horror. "Johnny! How can you say that?" Both Mike and Ellis looked uncomfortable.

"You're a commie. How do we know you're not lying to us."

Illya shrugged. "If I was lying I would have made Mother Russia sound a lot nicer. As for being a Communist, you are correct."

All of the students stared at him in shock.

"Mr. K, you can't mean that!" Mike declared.

"It's how I grew up."

"But..but.." Mary Taylor stuttered. "Being a communist is wrong!"

"In Russia we were told that capitalism was wrong. I've lived in this country long enough to see that it is not as bad as I was told. It has its good and bad points. The same is true for communism. It has more to do with the execution of the ideals than the ideal itself."

They stood there looking at him open mouthed. He could see their respect for him warring with their preconceived notions.

Suddenly Johnny Curry smiled. "Outta sight! Finally, someone has the guts to tell it like it is!"

Ellis Ambridge looked doubtful. "I don't think that's right," He whined.

Mike frowned at him. "Ellis, don't be a jerk. I think Mr. K is just trying to get us to see both sides."

Illya nodded. "Very good, Mike. That's exactly what I'm trying to do. "

"That's heavy, man!" Johnny said admiringly.

Mary nodded thoughtfully. "I guess I just assumed all Russians were bad."

Her friends looked at her pointedly and she blushed in embarrassment as she realized what she had said. "Not you, Mr. Kuryakin! I didn't mean you!"

Illya raised an eyebrow. "That's the trouble with stereotypes. All Russians are bad. All blacks are bad. All Jews are bad. Until you meet one and assume he or she is the exception to the rule. If the one you know is good, why not assume the rest are too?

Mary looked puzzled. "You mean all Russians are like you? Then why do they hate us?"

Illya smiled patiently. "Not all Russians are like me but a great many are good people. Our leadership leaves something to be desired, though. All countries have ambitious men who care more for power than justice. They try to seduce the people into following them through lies or threats."

It was then that he noticed Ellis looking uncomfortable. Ellis was a hard person to read. His innate nerdiness made him seem foolish and gullible, but Illya knew he was smart. Something Illya had said had hit a nerve with the boy.

As they all started to walk down the hall, Illya drew Ellis aside. "Are you okay, Ellis?"

The boy nearly squirmed. "Sure."

"What I said seemed to disturb you. Has someone tried to get you to do something by threat?"

Ellis nearly jumped out of his skin. "No!" He shouted, making the others turn around to look at him. But they quickly assumed it was just Ellis being Ellis and kept walking. Illya's heart beat a little faster. This could be the break they were looking for. He stopped and put a hand on the youngster's shoulder, making poor Ellis cringe. He called to the others. "You guys go ahead. I need to talk to Ellis."

The other students just waved and bid them goodbye. Ellis, however, looked panicked.

Illya glanced to his left at an empty classroom. He tried the door and it was unlocked. "Ellis, come with me."

"Uh, I have to get home, Mr. Kuryakin. My parents will be worried about me."

"It'll just take a minute. Come on."

Ellis followed him reluctantly into the empty classroom. He avoided Illya's eyes. Illya motioned him to sit down and he obeyed.

The agent decided to go for broke. "Tell me who tried to recruit you to THRUSH and who threatened your family?"

Ellis nearly collapsed in fear and total shock. He looked around him as if looking for a way out. "Who told you?"

"I work for an organization called the United Network Command for Law and Enforcement. I figured it out."

Ellis seemed truly paralyzed with fear, staring at his teacher in wide eyed terror. "They said they'd kill my parents! They said if I didn't join THRUSH they would kill them both! I shouldn't even be talking to you!"

"Who, Ellis? Who told you this?"

"No, I can't tell you! They'll hurt them! They'll kill them!"

"No, Ellis. I can protect you. I can protect them."

"No you can't! You're just a teacher!"

"I can help, along with my organization. I'm not a teacher, Ellis, I'm an agent for UNCLE."

A look of hope flickered briefly in the student's eyes. "I don't know what to do!"

"Just give me a name. I'll take it from there."

Ellis was sweating profusely in his fear and confusion. Finally his shoulders sagged. "Mrs. West," he said softly.

Illya was surprised. He thought he'd cleared her. The bitch.

Illya put his hand on Ellis's shoulder reassuringly. "Thank you. You go on home, but please don't tell anyone about this."

Ellis looked up and his eyes blazed a moment. "What? Are you going to hurt my family if I do?"

"No, Ellis. That's not the way UNCLE works. But it would be helpful for me to catch Mrs. West if you don't let anyone know that I know. Agreed?"

The student considered, finally nodding. "Okay."

"Alright, go on home and try not to worry. I'll take care of this."

Ellis shuffled out of the classroom leaving Illya to ponder his next move.

XXXXX

The UNCLE agents sat in the dark in the car across the road from Roberta West's house. They were using Napoleon's rental car because Roberta knew what Illya's looked like. Her car was in the driveway and they could see movement within the house. They had discussed it and decided to watch her to see if they could determine if anyone else was involved. Surprisingly it wasn't long before another car pulled up and a man stepped out.

"Shit." Napoleon said quietly. "That's the head coach!"

The man's name was Marshall Wilson. And with him was a student. A young girl.

"Mary Taylor!" Illya exclaimed. It was indeed one of his Russian club students.

They waited until the two had entered the house and then both agents got out of the car and crept toward the house. They moved to a spot under a window, hidden by bushes, and Illya removed his communicator and an attachment from his coat pocket. He fastened a small funnel shaped object to the window and connected the other end of the wire to his communicator. Instantly, voices emerged. Illya quickly adjusted the volume so that just he & Napoleon could hear.

"Stupid girl! You were supposed to keep an eye out for that stupid Ellis Ambridge. Now UNCLE knows and it's your fault!" It was Wilson, the head coach.

"I'm sorry! I didn't know! I didn't know that Mr. Kuryakin was UNCLE! I didn't know!"

"Stupid child, shut up!" That was Roberta. There was a rustling sound and then the sound of a slap and Mary's cry of pain.

It took all of Illya's self control not to leap up immediately. They had to find out more. Were there others involved?

"Marshall," Roberta said. "I told you we should have cut our losses and got out of here when we realized Kuryakin was UNCLE. I told you we were taking a chance."

"If it wasn't for that idiot that you recruited, we'd already be on our way to THRUSH HQ with 10 new recruits. Now we're going to have to take care of both Ambridge and Kuryakin."

"What do you mean?"

"Kill them of course."

There was a long pause. "I can't do that, Marshall. I went along with your scheme because you told me it would guarantee you an in with THRUSH. Killing wasn't part of the deal."

"With THRUSH killing is always part of the deal. What did you think when you threatened all those kids' families? That we were lying?"

"Yes! I didn't think...". Another slap and this time Roberta cried out.

"I can't believe out of all the teachers I could have chosen to be my partner, I chose a coward like you."

"But I've done everything you've asked, including trying to seduce Mr. Kuryakin to see if he was an UNCLE agent."

"And see how well that worked," Wilson sneered. "If I hadn't searched his car and found his ID and weapon, we'd still be clueless."

"Chyort," Illya whispered. He removed the listening device. "I think we've heard enough."

Napoleon nodded. "Sounds like this joker is acting alone." He pulled out his gun and looked cautiously around. "Let's see if we can get into the back of the house."

Illya drew his own weapon and followed Napoleon toward the back of the house. Surprisingly the back door was unlocked and they entered easily and quietly. The kitchen was dark and they could see the light from the front of the house. They could also hear the murmuring of voices from the living room as they neared the door. They darted into place on each side of the open doorway, their guns held ready. Napoleon indicated a count of three and on the third raised finger, they burst into the well lit living room. Wilson, Roberta, and Mary were shocked and frozen in place. Mary had been crying, her face wet and blotchy. Roberta looked frightened, but Marshall Wilson just looked angry. He looked like he was going to reach into his jacket pocket.

"Hold it there, Wilson," Napoleon barked, pointing his gun at the coach.

Wilson stopped but glared back. "You too?"

Napoleon just shrugged. "If you mean am I an UNCLE agent too, then yes. You certainly didn't think this thing through did you? As soon as word sifted in to UNCLE that someone was recruiting high school students, they sent us. Did you think that many students can keep a secret?"

Wilson swore.

"And why would you think THRUSH would want a bunch of high school students anyway? That's what I don't get."

Wilson sneered. "I've been trying to get into THRUSH for years. Not as some flunky, but as a respected operative. They kept turning me down. But this time I would have brought them a group of young and eager recruits, fully ready to do their bidding. It would have assured me a place of respect."

Both Illya and Napoleon looked at each other in surprise. Wilson was obviously deluded.

"Well, that didn't work, did it?" Illya said dryly. He turned his attention to Mary, who was standing next to Roberta looking terrified. "Come on over here, Mary."

The girl stumbled over to him, grasping onto his arm. "Am I going to jail?" She asked timidly.

Illya put his arm around her protectively. "No, Mary, you haven't done anything wrong. These two are the real villains." He glanced down at her. "And don't worry about your parents; they'll be okay."

It was in that moment that Wilson went for his gun. There was a gunshot and Mary screamed. Wilson fell to the floor, an astonished look on his face. Napoleon, holding his just fired weapon in front of him, went over to the prone body and knelt down next to it. He felt for a pulse and looked up at his partner.

"Better call an ambulance. He's still alive."

Illya pointed his gun at Roberta. "You heard him."

XXXXX

It took a little time, and intercession from UNCLE, to deal with the police. The police had arrived before the ambulance, which turned out to be a hearse from the local funeral home. The agents were a little nonplussed until they were told Carrollton didn't have its own ambulance service, so the funeral home provided the service.

"That'll save time if he dies on the way to the hospital," Napoleon quipped.

It was finally sorted out that a total of eleven students had been approached, with nine more planned. Roberta sang like a canary. She gave them the list of names. She also had the phone number of a THRUSH contact that Wilson had. She had fallen in love with Wilson and had gone along with his scheme to please him. She assured them there was no one else involved. Just a disinterested THRUSH operative who thought Wilson was a loser.

It was agreed that the police would handle contacting the students and their families on the list and assuring them that the nightmare was over.

The news of the scandal shot through the town like a wind swept wildfire. So it was no surprise to the students of Carrollton when the next morning, their favorite teacher appeared at school to say goodbye.

Illya and Napoleon went to the school to report in to the principal about the completion of their assignment. When their meeting was concluded, the principal, a man named Weiss, shook their hands as he lead them to the office door.

"We can't thank you enough for what you've done for the school. You truly saved the lives of those students. And Mr. Kuryakin, if you ever need a job teaching, you are guaranteed one here at CHS."

Illya smiled politely. "I don't think that will ever happen, but thank you for the compliment."

"I mean it. You were a good teacher."

Napoleon stepped in smoothly. "He's an even better agent."

Principal Weiss smiled. "Well, I still can't thank you enough. For everything."

Illya opened the office door to the corridor and stepped out into a hallway crowded with students. An instant cheer went up and they all began to applaud. Illya was taken off guard. He looked back at Napoleon who was standing back in the office watching with a grin. Illya turned back to the smiling and excited faces of his students. He blushed a little as he realized he really did think of them as his students.

As the noise died down, Mike Miller, ever the leader, stepped forward.

"We all heard what you did for us, Mr K. And we really want to thank you for that." There were a lot of enthusiastic yells of agreement. Mike turned and shushed them with his hands. When it was quiet again, Mike continued. "But that's not all we want to thank you for. You taught us a lot in the short time you were here. We'll certainly never think about Russia in the same way again."

Johnny Curry yelled from the crowd. "Right on!"

There was laughter as Mike continued. "But you also encouraged us to think for ourselves. You're okay, Mr. K!"

More cheers until they died down again and Illya realized with alarm they wanted him to say something.

"Thank you, Mike." He looked around at all the students. "You're all good kids. You've got good minds. Use them. Think for yourselves, keep asking questions, do your homework, and stop picking on Ellis." Everyone laughed, even Ellis. "Goodbye. I'll miss you." And surprisingly Illya realized it was true.

As the two agents made their way out of the school and to their car, Napoleon looked at Illya thoughtfully. "You're really going to miss those kids, aren't you?"

Illya frowned at him. "Don't be ridiculous!"

"No, I think they they got to your cold Russian heart."

Illya slid behind the wheel as Napoleon got into the passenger side. He started the car and eased out into traffic.

"Well, I do know one thing. I won't miss Ellis Ambridge."

Napoleon snorted. "Hell, Ellis will probably be our boss someday."

They both laughed at the absurd thought. Yet Illya couldn't help but think that at least now Ellis had a chance to be anything he wanted, free of THRUSH. Yeah, he could live with that.