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  To my father, Platte Evans Clark,

  who tolerated a twelve-year-old's love of comic books, fantasy novels, and long games of Dungeons & Dragons

  PROLOGUE

  DWAINE WAS AN OGRE, BUT not in the lumbering, football-playing, knocks-your-lunch-tray-off-the-table-when-he-walks-by kind of way. Dwaine was an ogre in the green-skinned, humongous, not-a-human-being kind of way. Although, admittedly, Dwaine wasn’t a particularly accomplished ogre: He had only earned a participation ribbon at the elf-smashing games (everyone who entered got one); his war howl sounded more like an old Volkswagen trying to start on a cold morning; and on career day his counselor gave him a pamphlet entitled Armor Testing and You! Worst of all, he’d only scored 7 percent on the MEE (Magrus Evil Exam). Seven percent ranked him as only slightly more evil than an annoyed woodchuck. Dwaine’s parents did their best to hide their shame, but when his older brother, Dolrug, scored a whopping 97 percent evil, they threw Dolrug a party and sent him to law school. The chances of Dwaine ever getting a party thrown in his honor were slim to none.

  When graduation day arrived at Moldy Cave Middle School, Dwaine cleaned out his locker and followed the other students outside. His class was eager to get to the recruitment fair, so they hurried across the field to assemble at the various career booths. It was the ogre custom that as soon as one graduated from middle school, he or she was expected to choose an occupation. And so it was that the recruiters were out in force.

  The biggest booth belonged to the ogre army, sporting a large banner that read COME SMASH FOR CASH! Other trades were represented as well, such as blacksmithing, culinary arts, and animal husbandry (also known as marriage counseling). Those with exceptionally high Magrus Evil Exam scores were immediately marked for a career in politics. Dwaine was not one of them, however. In fact, he was the only ogre not excited by the fair—not with his pathetic test score. So he lumbered around the field and watched as students listened to the speeches from ­recruiters, checked the minimum MEE scores for that vocation, and if interested, signed their contract. It was how things were done in the ogre community.

  Dwaine sighed. With a score of 7 percent there was no sense stopping at one of the colorful booths. Even the army required a minimum 15 percent evil. That left only one option, and Dwaine shuddered at the thought. At the far end of the field he saw the armor-testing stand, its old and tattered banner proclaiming ARMOR TESTERS—PROTECTING THE ONES WHO MATTER. It was supposed to be inspirational.

  Dwaine began his slow walk across the fairgrounds and consigned himself to his fate. He was to be an armor tester, then, which amounted to putting on various bits of ogre armor and getting whacked by an assortment of weapons. It wasn’t the kind of career that even bothered to offer a retirement plan. He passed the other ogres in silence as they celebrated their choices, but as he made his way across the field he noticed something odd—a small, black booth standing apart from the others. Stranger still, while the other booths had crowds of young ogres around them, not a single ogre stood before the black one. Dwaine hesitated, unsure what to do. He knew getting his hopes up was a dangerous thing—disappointment always followed, and he’d learned it was easier to just accept that the worst was going to happen and get on with it. But still . . . what did he have to lose? He shrugged and approached the structure, finding a solitary human sitting inside. The old man wore black robes, seemingly cut from the same black fabric as the booth, and watched Dwaine with a bemused grin.

  “Uh, are you part of the recruitment fair?” Dwaine asked looking around. The man rose from his seat in response.

  “Could be. Ever hear of the Maelshadow’s Minions?”

  Dwaine scratched at the side of his large, green head. “I don’t think so.”

  “Not many have,” the man answered. “We’re a select group. Very particular.”

  “Ah, well, it was nice talking to you,” Dwaine replied, turning to walk away. He knew words like “select” and “particular” meant he should be on his way. But the man called back to him.

  “Not so fast there. You’ve already passed the first test.”

  “I have?” Dwaine asked, turning around.

  “There’s a reason nobody else is standing here,” the man answered. Just then a group of students walked by. One of them, an ogre named Brokug, pointed at Dwaine. “Hey, you lost or something? You’re supposed to find a booth.” The group laughed and continued on their way. Dwaine turned back to the old man, who was smiling at him.

  “They can’t see you, can they?” Dwaine asked, not really understanding what was going on.

  “Clever,” the old man said. “Too clever a head to test helmets all day.”

  “The only thing that can do that is magic,” Dwaine continued, the words sounding strange in his mouth. He’d learned about the Wizard’s Tower and its order of magic users, although there were rumors that the Tower in Aardyre had fallen. But why would the Tower care about ogres? Or, for that matter, him?

  “I don’t suppose you see a lot of magic out here,” the old man replied. “But to answer your question, yes—my booth and I are completely invisible. Well, invisible to most.”

  “I don’t understand. Why come to a recruitment fair to not be seen?”

  “It’s a test,” the man said, waving his hand. “We’re looking for those who are, how do I put this . . . slightly evil. I’m cloaked in a spell that keeps me hidden from everyone else.”

  Dwaine had never heard of a recruiter looking for somebody who wasn’t mostly evil. “But didn’t you say you worked for the Maelshadow?”

  “That’s right.”

  “And isn’t the Maelshadow the most powerful and evil being in all of the three realms?”

  “All that and more,” the man nodded. “He is the Ruler of the Shadrus! The Lord of Shadows!”

  Dwaine scratched at his head again as he tried to work it out. “I don’t think I understand why someone like that would be interested in me.”

  “Look, I’m going to share a secret with you,” the man said, motioning for Dwaine to lean closer to him. “Evil isn’t all that difficult to master when you really think about it. I mean, how hard is it? Stomp around and destroy some pretties? Swipe things that don’t belong to you? Bonk a few innocents on the head? The great weakness of evil is that it’s, well . . . predictable. And predictable is exactly what you don’t want to be when you’re trying to take over the universe.”

  The old man paused, watching as his words sank in. Dwaine had never heard anything like this before. Everything that mattered in an ogre’s life was centered around being as evil as possible.

  The old man brought his hand up to his head. “Boom!” he exclaimed as he opened his fingers. “Kind of mind-blowing when you think about it.”

  “I suppose so.”

  “See, if you’re the Maelshadow and you’re as evil as evil can get, you have to stop playing by the rules if you want to win. So the Lord of Shadows is looking for special recruits to carry out important missions—recruits with enough good in them to throw everything off. Recruits just like you.”

  Dwaine had never been called special. “I only scored seven percent on my evil exam.”

  “Seven percent?” the man said, beaming. “That’s the lowest yet! My f
riend, let me officially offer you a job!”

  Dwaine wondered what his parents would think of that. Maybe he’d get that party after all. The old man pushed a solid black parchment forward and handed Dwaine a white feather. “Just sign at the bottom.”

  Dwaine squinted at the black document.

  “I can’t read anything,” he finally admitted.

  “Well, of course you can’t,” the old man said, as if it were the most sensible thing in the world. “Standard procedure for a Maelshadow contract is black ink on black parchment. Cuts through all the nonsense of having to read and understand it.”

  “Oh,” Dwaine said, slightly confused. But then again, what did it matter? Joining the Maelshadow was his way out. He took the white feather and pressed it against the parchment, feeling it vibrate in his hand as he scrawled his name across the bottom.

  “Congratulations,” the black-robed man announced, snatching the contract back. “You, my friend, are going to go places. And by that, I mean right now, because your ride is here.”

  “It is?” Dwaine asked. Then he heard the sound of approaching hooves and turned to see a black horse galloping through the woods toward them. Only it wasn’t like any horse Dwaine had seen before. For one, it was much bigger. And when it snorted, flame and smoke bellowed from its flared nostrils. It was so black, in fact, that even in the sun the beast looked as if it had been peeled from the darkest night sky. It leapt across the open field, startling Dwaine’s classmates and scattering them in all directions.

  The creature galloped forward, then skidded to a stop in front of the black booth. Its mane fell around the huge neck in a tangle of thick hair, and two burning eyes stared down at Dwaine. The scent of smoke and sulfur rolled off the beast, and the sunlight seemed to pull away from it as if such a thing had no business being in the world.

  “That . . . ,” Dwaine said doing his best to speak. He was having a hard time finding his voice. “That’s a nightmare!”

  “Yes, so I wouldn’t keep her waiting if I were you,” the man said. “They have been known to eat riders that annoy them.”

  Dwaine swallowed. All around him the other ogres were pointing, their heavy jaws hanging in disbelief. Then he realized that if there was ever a moment he could let the whole school know that they had misjudged him, it was now. Dwaine took a breath and reached for the thick black mane. He might have been one of the most unpopu­lar ogres in school, but he was an ogre nonetheless, and his powerful legs propelled him up and onto the beast’s back. The nightmare reared, pawing at the air with black hooves that seeped a tarlike substance, which smoldered when it hit the ground.

  There were gasps from all around the fairgrounds, and Dwaine nearly tumbled off the creature’s rear (which would have been a bit embarrassing, all things considered), but he managed to stay on.

  “My name is Dwaine!” he shouted as the nightmare thundered back to the ground. “And I am not an armor tester!” And with that the nightmare galloped off, flame igniting around its hooves as it charged forward. The great beast flew across the grounds and into the forest, burning hoofprints marking the path behind it.

  There was a stunned silence as the remaining ogres caught their breaths. Syndy, one of the more popular females on the cheerleading team, turned to her ­boyfriend.

  “What did he say?” she asked, her voice filled with awe.

  “I think he said his name was Dave,” the ogre answered thoughtfully. “And he’s an armor tester.”

  Meanwhile, Dwaine was holding on to the nightmare for all he was worth, quickly losing any thoughts of parties and such. They were doing more than traversing the lands of his ancestral home—they were descending from the Magrus into the Shadrus, the Shadow Realm. The nightmare was able to cross the border between the two realms as few other creatures could.

  Day turned to night, and Dwaine had to tie the heavy cords of the nightmare’s mane around his arms or risk falling off. He lost all sense of time, noting only that the world grew darker the farther they traveled. He finally gave in to exhaustion and slept.

  He woke to a black sun burning against a gray sky. The nightmare had ceased running, and instead walked purposefully toward a giant fortress that rose from the cracked, dry ground. Ragged, seemingly chaotic pillars of rock climbed over one another to form the palace of the Maelshadow. An impossibly large wall encircled the structure, while rivers of thick, putrid water snaked along the ground. Dwaine wondered what else was on the other side of the wall—a city, perhaps?

  They continued traveling along the well-worn road. On either side numerous statues emerged from the earth—clay creatures that crawled away from the Maelshadow’s domain, their expressions locked in ­horror. Definitely not the kind of thing you’d see on a postcard and think, Now that’s a place I’d like to visit.

  It wasn’t long before the nightmare deposited Dwaine at the main gate. The ogre was met by a sullen, emaciated creature whose dark skin was covered in ivory tattoos. The strange symbols crawled around the manlike limbs and chest, disappearing behind the folds of a loose-fitting robe.

  “Are you a wizard?” Dwaine asked, his muscles aching from the long ride.

  “Wizard? I should certainly say not!” the creature coughed, and Dwaine had a sudden feeling that he had a cold coming on. “I am a plague—a bringer of disease and pestilence. You’d better learn the way of things down here if you want to live long enough to be useful. Now, follow me.” Dwaine had never met a plague before, and decided it was probably not a good idea to shake hands.

  The two of them passed under the gate and walked toward the palace in the distance. “I imagine you’re the Black Death, then,” Dwaine said, thinking that maybe the two of them had gotten off to a bad start. “You hear a lot about the Black Death. Very impressive.”

  “Oh, sure, it’s bubonic that gets all the attention,” the being said, waving a skeletal hand at the gray sky above. “I suppose it’s the fashionable way to go if you want to be part of the in crowd.”

  “I didn’t know plagues could be popular,” Dwaine continued, doing his best to keep the small talk going.

  “We’re no different from anybody else, you know,” the plague replied. “Bubonic—as if there’s any challenge in that. Do you know how difficult it is to start a bubonic outbreak?”

  “I’ve never really thought about it.”

  “Give me a rat and a couple of peasants and I can whip up the Black Death in no time.”

  “So what kind of plague are you, if you don’t mind my asking?” Dwaine pressed. He’d decided to keep his eyes forward and concentrate on the conversation. Around him the Shadrus city, comprised of oddly twisted buildings and even stranger inhabitants, seemed to press in with an almost palpable sense of foreboding.

  “I am tonsillitis,” the plague answered with a sinister glint in its eye.

  Dwaine walked in silence for several moments. “Is that an actual plague? I thought it was just swollen glands or something,”

  “It’s from the pharyngeal family if you really want to know,” the plague said, sounding defensive.

  “I see,” Dwaine replied.

  “Sure, I know what you’re thinking,” the plague continued. “A sore throat and intermittent cough isn’t a big deal. But if you don’t get it looked at, it can turn into rheumatic fever. Very nasty, that.”

  “Sounds like it,” Dwaine agreed. He didn’t think ogres got rheumatic fever, but it probably wasn’t a good time to bring that up.

  “Beware the Red Swelling!” the plague suddenly exclaimed. “Sounds scary, doesn’t it? Like the Black Death, much better than bubonic plague. Every good disease needs a catchphrase.” Suddenly the plague started chuckling. “Get it? A catchphrase about a virus . . . ­sometimes I crack myself up.”

  Dwaine forced a laugh just to be polite. Thankfully, the plague was content to walk the rest of the way in silence.

 
; He was led into the spacious palace and taken to a temple where the Lord of Shadows was waiting. Once Dwaine was in his presence, he felt icy fingers wrap their way around his insides. The Maelshadow was every bit as terrifying as in the stories he’d heard, and when the Lord of Shadows spoke, his voice filled the place with a deep rumble, as if some giant had awoken beneath the earth.

  “Listen,” the Maelshadow commanded, “and I will tell you how Max Spencer, the boy who can read the book, will doom his world.”

  CHAPTER ONE

  RETURN OF THE CONQUERING HERO

  MAX STARED AT THE OBJECT of dread hanging in front of him and realized there was nothing to do but face it. It was bad enough that Parkside Middle School’s husky-sized PE shorts had remained unchanged and out of fashion since 1976, but now everyone was staring at him too. And that included the older kids. From Max’s perspective it looked as if the entire ninth grade were sitting in the bleachers, watching him. Kids with actual facial hair were giving him the eye.

  “Spencer, Max,” a deep voice grumbled for the second time. A hush settled over the gym as Max finally raised his hand.

  “Here.”

  Coach Mattson put his clipboard aside and raised his whistle to his mouth. He wore his United States Marine Corps T-shirt and was probably the only guy in the world trained to use a dodgeball ball as a deadly weapon. “On my mark,” he grunted through clenched teeth.

  Max slowly stepped forward, craning his neck in an effort to see how high the rope stretched. It was the first day of the new school year, and how Max performed on the rope climb would determine his fate. He’d either be going into regular PE (where they played games that involved actual score keeping), or remedial PE (where Coach Mattson ran his special military-inspired torture routines). Max had heard the whispered tales of woe that came from remedial PE: pain, humiliation, and guaranteed barfing. Max really, really wanted to be in regular PE, but if there was one exercise he was especially bad at, it was the rope climb.