During a spy school game of Capture the Flag, twelve-year-old Ben Ripley accidentally shoots a live mortar into the principals officeand immediately gets himself expelled. Not long after going back to the boring real world, Ben gets an offer to join evil crime organization SPYDER. And he accepts.

Ben can tell hes a key part of their sinister plan, but hes not quite sure what the planis. Can Ben figure out what SPYDER is up toand get word to the good guys without getting caughtbefore its too late?