During a spy school game of Capture the Flag, twelve-year-old Ben Ripley somehow accidentally shoots a live mortar into the principal's office--and immediately gets himself expelled. Not long after going back to the boring old real world, Ben gets recruited by evil crime organization SPYDER.

And he accepts.

As a new student in SPYDER's evil spy school, which trains kids to become bad guys with classes like Counter Counterespionage and Laying Low 101, Ben does some secret spying of his own. He's acting as unofficial undercover agent, and it becomes quickly apparent that SPYDER is planning something very big--and very evil.

Ben can tell he's a key part of the plan, but he's not quite sure what the plan is. Can Ben figure out what SPYDER is up to--and get word to the good guys without getting caught--before it's too late?