Marco wiped his hands on his jeans. Rarely was he nervous around girls. In fact, he was one of the best guys at handling them. However, that was back in the day when all he did was talk and flirt with them. Now that most of his hours were put in fighting Hork-Bajir, he'd somehow lost his touch.

Suave, he coached himself. Dude, be suave.

He took a step forward towards the girl who was putting her books in her locker. Then Jake stepped in his way, unknowingly.

"Hey, you going to Valley Fair tomorrow?" he asked. Marco looked at Jake with a strange expression, mixed with gratitude, anger, frustration, and relief.

"Uh, yeah, man," Marco replied, starting to walk away from his original target using Jake's conversation making as an excuse. I would have done it, he lied to himself. Really, I would have.

"Some people are going with dates," Jake casually told him. "What do you think of Cassie?"

"She's not really my type…"

Jake hit his friend jokingly on the shoulder. "I don't know if I can ask her."

"So just show up. You don't have to actually go together. Just… go separately and hang out. Have fun."

"Yeah, but… next level? Commitment? Don't women like that stuff?"

"Man, I've been too busy fighting scum of the universe to save planet Earth as we know it to really notice."

Jake laughed. "You've been playing that game I lent you?"

It was a typical cover up. Marco's comment had to be backed with a reason for his mention of aliens, otherwise it went down in the book as a Yeerk reference.

"It's sweet. Awesome graphics."

"Yeah, but the sound quality sucks through my speakers. Maybe I'll have to play it at your house sometime."

"I'd go for that. We can take Ax along."

Jake laughed. "He'd love that."

"Totally."

As Rachel passed the 2 boys she tried to slip a piece of paper in Jake's hand. He was unprepared and missed it, but she had a second shot at Marco and it was a success. The note was in his hands.

"Now she's passing me love notes," Marco muttered. Then he unfolded it and saw that it read "Cassie's after school."

"It was meant for me," Jake told him. "I'm supposed to read it first."

"Nu-uh, man. She did that to warn me. She doesn't really want you in on her obsession."

"We going to Cassie's today?"

"Yup."

"Problem?"

"You bet."

~*~

When Marco and Jake walked into Cassie's barn that day they found the rest of the group, save Tobias. But in his place someone else was there. Someone the boys hadn't expected.

"Erek?"

The android waved his metal hand, covered up by a holographic one. "Hey, guys. What's up?"

"Haven't seen you in awhile," Jake stated. "Is this big?"

"Everything they do is big," Erek replied. "So, yeah, it's big. But you guys've handled worse."

"What is it?" Marco asked.

"You know Chapman, assistant vice-principal or whatever? He organized the trip you guys are going on. This youth amusement park thing."

"I have a feeling of where this is going," Marco muttered. The Yeerks were obviously doing something at the Fair, otherwise Erek wouldn't of bothered to mention it.

"Well, the Yeerks turned the Haunted House into an infestation clinic. People come in, Controllers come out."

Ax, in human form, looked at Jake curiously. "What is a Haunted House? Does it have to do with human spirits? Sp. Spirrrrrits-u. Spiritssssu. Ts. Ts."

"It's a large white mansion. People go inside where it's really dark and faky things pop up made to scare you," Jake answered. "Supposed to be scary."

"Why would a human want to be scared?"

"Yet another nutty thing about us," Marco replied. "We can balance on only two legs, get along just fine with 2-dementional TV, and like to get freaked out in dark mansions."

Jake turned back to Erek. "So… what, Chapman's trying it out on us first?"

Erek nodded. "The way I understand. No one's been made a Controller from that yet, but tomorrow is when it's opening. And you don't just have to watch the people from your school… people all over the country will be there that will go in there."

"So we have to keep tabs on everyone at the Fair?" Cassie asked. "It's impossible. Even if we all morphed birds, no way will we be able to watch everyone."

"Then we close up the Haunted House," Rachel replied. "Blow it up tonight, and have a fun trip tomorrow. Problem solved."

"I don't think you'll be getting in the fair any time soon," Erek said darkly. "You can always try, but they have really really heavy security. Don't want those Andalite Bandits screwing everything up." He looked at Jake and gave him an encouraging smile. "But I trust you."

"How heavy?"

"Pretty heavy."

"We have to try, at least," Rachel pleaded. "We can't just let everyone go tomorrow. Half the school will be Controllers, if they aren't already."

"Those houses are so lame no one will go in there anyway," Marco replied. "The Yeerks'll get maybe 2 of our kids. 3 if they're morons."

"What about the people not from our school?" Jake asked. "We aren't just worried about that. We've got people all over going to Valley Fair tomorrow. Not just some optional Saturday field trip from a local high school."

"Exactly," Rachel said eagerly. "Let's do it."

"Let's not and say we did," Marco answered.

"We go in tonight," Jake said, laying down the plan. "But we don't want to get caught, so if we think it's really bad, we leave. If we think we might be able to break in, we try."

"What happens once we get in there?" Cassie asked.

"We find the Yeerk pool. Destroy it. They've got to have one nearby if they plan to make it the center for infestation. Let's meet back here… two. OK? We'll be back by four."

"2 AM?" Marco wined. "My sleeping schedule is so messed up."

"Yeah, but it's worth it," Rachel sated with a smile.