By Shelley Johannes

Illustrated by Shelley Johannes

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Can Beatrice's top-secret plan stay top-secret?

Beatrice Zinker's top-secret plan, Operation Upside, is finally in full swing! And she's REALLY EXCITED ABOUT IT! But when Beatrice impulsively awards her teacher, Mrs. Tamarack, an UPSIDE of her own—with the words Most Strict lettered in gold—the team has to put the entire mission on hold to avoid suspicion.

Lying low isn't exactly Beatrice's strong suit . . . and her classmate Wes desperately needs to be recognized. When Wes's certificate falls into the wrong hands, Beatrice and her best friend, Lenny, must find a way once again, to save Operation Upside—and themselves—from big trouble.


Copyright © 2018 by Shelley Johannes

Cover illustration © 2018 by Shelley Johannes

Designed by Shelley Johannes and Mary Claire Cruz

Cover designe by Mary Claire Cruz

All rights reserved. Published by Disney Hyperion, an imprint of Disney Book Group. No part of this book may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or by any information storage and retrieval system, without written permission from the publisher. For information address Disney Hyperion, 125 West End Avenue, New York, New York 10023.

ISBN 978-1-4847-7413-7


For Nolan



Beatrice Zinker tried to relax.

Her sister, Kate, insisted the bus ride was taking exactly as long as it always took, but today it felt like forever.

Beatrice pressed her face to the window, waiting for William Charles Elementary to come into view. As the bus bumped along, all she could think about was the secret in her backpack—and how excited she was to show Lenny.

Lenny Santos was a lot of things. 

Beatrice’s best friend. Her double.

And her partner in trouble.

She was also the other half of Operation Upside.

It was the second week of third grade, and—even though Operation Upside had officially begun last week—their secret plan was just getting started.

When the bus finally hissed to a stop in the parking lot, Beatrice was the first one standing. She hoisted her backpack, squeezed down the aisle, and rushed through the morning crowd.

Lenny was already waiting in their meeting spot.

“Hurry! Hurry!” said Lenny, waving frantically from the limbs of a leafy maple. “Before he sees you!”

Her hand reached out of the branches and hauled Beatrice to safety.

“Who are we spying on?” Beatrice whispered.

“Wes,” Lenny mouthed. “By the door.”

“Wes Carver?”

“There’s only one Wes,” said Lenny.

Beatrice knew just two things about Wes Carver. His pockets were always stuffed with art supplies, and he spent every recess digging for rocks at the edge of the playground.

“Look at his face,” Lenny sighed. “He stands there every day, holding the door, and no one ever notices. They walk by like he’s not even there.”

She reached for her backpack. “I hope you don’t mind, but I made him an UPSIDE.” 

Lenny pulled an award from her bag.

“Wow,” said Beatrice. “It looks so professional.”

“I used my new stencil set,” Lenny replied. She adjusted her glasses, staring at the door. “I know the next award was supposed to be for Chloe, but—what if Wes needs it more?”

A giant smile lit Beatrice’s face.

“Who says we have to limit ourselves? We could make a lot of people happy this week!”

Beatrice opened her bag and showed Lenny her surprise.

“Whoa,” said Lenny.

“I know!” Beatrice laughed.

Eager-fingered, Lenny flipped through the stack. She shuffled through the pile once, then—eyebrows crinkled—she shuffled again.

“Wait,” she said. “They’re all blank?”

Excitement buzzed through Beatrice.

There were ten of them, and they were all the same. Crisp, white, and waiting for a name.

“They won’t be blank for long,” she said.

Below them, an endless trail of students moved down the sunny sidewalk. Friends and strangers. Kindergartners, classmates—even fifth-graders.

Lenny passed the pile back to Beatrice. “Do you have any ideas?”

Beatrice grinned, her smile full of ideas. “I have one or two….”

Lenny smiled back. “I bet you do.” Her finger traced Wes’s award, while Beatrice packed the others away. “At least we know exactly who’s getting mine today.”

Just then, the morning bell rang.

On the count of three, they zipped their bags, zipped their lips, and dropped from the tree. Together they marched across the lawn and ducked inside, with a friendly nod to Wes Carver as they passed by.

Beatrice’s feet skipped in anticipation.

The second week of Operation Upside was going to be even better than the first.



Beatrice headed toward Classroom 3B with a pep in her step. She had a backpack full of possibilities and Lenny by her side. This week, nothing could stop Operation Upside.

“STOP!” a booming voice bellowed down the hall. The blast of a whistle shrilled like an alarm. “No running! Absolutely not.”

Only one person had a voice like that.

And a whistle permanently snaked around her neck.

Mrs. Tamarack, Beatrice’s third-grade teacher, stood guard outside their classroom with her arms folded across her chest and her eyes locked on Lenny and Beatrice. Every head in the hall turned and looked at them too.

Beatrice glanced at her feet, then at Lenny’s.

Technically, they were skipping.

“Rules are rules for a reason, girls,” said Mrs. Tamarack when they got close. Her whistle glinted in her fist. “No shenanigans. No upside down antics. Do you need a reminder that you get three warnings before I take recess away?”

Beatrice shook her head. She didn’t need a reminder.

If there were an award for the strictest person in the world, Evelyn Tamarack would definitely win it—and she’d probably keep the trophy on the corner of her desk, and polish it every minute.

Beatrice’s fingers wriggled around the straps of her backpack. A smile tugged at her lips.

Mrs. Tamarack’s eyebrows crinkled in irritation. “Did I say something funny, Beatrice?”

“No!” said Beatrice, covering her mouth. “Sometimes I smile when I’m nervous….”

Or when a really good idea pops into my head, she thought.

Lenny grabbed her arm and hauled her through the door before Beatrice could say anything more. With her back to her teacher, Beatrice shifted into secret-mission mode. She could already imagine Mrs. Tamarack’s name spelled out in bold, glittering gold.

Chloe Llewelyn leapt from her seat, squealing, as they entered the room. “Lenny!” she said, waving a fuzzy headband in the air. “Look what Parvati brought!”

Chloe and Lenny were next-door neighbors. The Llewelyns had moved into the neighborhood over the summer, just before school started. Chloe had only been at William Charles Elementary for a week—but like today’s bus ride, it felt like forever.

From across the room, Parvati waved hi.

Grace and Eva meowed hello.

An assortment of pointy ears poked out of their hair.

“I raided my sister’s dress-up box,” Parvati explained. “Aren’t they purr-fect?”

“And,” said Chloe, “my mom gave us her old stethoscopes.” She curled a spare one around Lenny’s neck, and smiled at the effect.

“This is so cool,” said Lenny. She stuck the earbuds in place and tested them out. “It’s like we’re real veterinarians now.”

When Chloe started her veterinary clinic at recess last week, Beatrice assumed everyone would get bored in a day or two.

Instead, every recess, more people showed up at the back of the playground, crawling on all fours, woofing and whimpering for medical assistance.

Now they had fuzzy headbands.

And working stethoscopes.

Chloe nudged Beatrice’s shoulder. “Want some cat ears, Beatrice?”

“Maybe later,” said Beatrice. She couldn’t think about the vet clinic right now.

She was a spy on a mission.

She needed to focus.

Classroom 3B was buzzing with distractions. Mrs. Tamarack ran a tight ship, but the first few minutes of every day were complete chaos. The room was a whirlwind of binders and backpacks, lunches and last-minute questions, homework and stories from the weekend.

Conditions couldn’t be more perfect. 

Non-spies don’t realize it, but most secret missions are not accomplished in secret at all. Most operations happen out in the open, with real life swirling all around them.

Chaos is a spy’s best friend.

As Beatrice’s other best friend checked the heartbeats of several eager cats, Beatrice seized the moment. She skirted around Lenny and her new stethoscope, and rushed to her desk.

Time was limited, so Beatrice worked fast.

She pulled an award from her backpack, fished a marker from her pencil pouch— then, left-handed, she disguised her writing and filled in the blanks with quick, sparkling strokes.

In the middle of real life, while everyone was doing their thing, Beatrice calmly blew the ink dry, coolly walked across the room, and casually slipped Mrs. Tamarack’s award into the homework bin with everyone’s math. 

Mission accomplished—just like that. 

Mrs. Tamarack clapped her hands and blinked the lights. “One, two, three—eyes on me,” she called out. “Contrary to popular belief, this classroom is not a zoo.” She pointed at Lenny, Chloe, and the fuzzy headband crew. “Veterinary clinic—this means you.”

Beatrice sidestepped back to her seat, feeling triumphant. Class hadn’t started yet, and the first UPSIDE of the week was already in motion.



Beatrice’s moment of triumph did not last long. It ended the moment Mrs. Tamarack frowned and looked her way.



    "I fell in love with the unsinkable Beatrice Zinker-an unflappable, creative, and funny problem-solver with a big heart."—Ann M. Martin, New York Times bestselling author and Caldecott Honor winner

    "Fresh and fun!"—Sara Pennypacker, New York Times bestselling author of the Clementine series

    "Beatrice Zinker is a kinder, gentler Judy Moody. . . . A kind child in a book for middle-grade readers? There's no downside to that."—Kirkus Reviews

    "While there are many titles that feature realistic stories about young characters dealing with the problems of friendship and family, Beatrice stands tall among her contemporaries. Readers will appreciate the heart, humor, and clever storytelling in the upside down adventures of Beatrice Zinker. Illustrations on nearly every page make this ideal for children transitioning to chapter books. . . . A great choice for fans of Beverly Cleary and Sarah Pennypacker."—School Library Journal

    "A swift pace, brief chapters, and subtle repetition make this a solid choice for newly independent readers, while Ramona fans and other nonconformists will find good company with Beatrice."—Bulletin of the Center for Children's Books

    "Fans of free spirits such as Judy Moody and Dory Fantasmagory are a natural audience for this promising series kickoff."—Publishers Weekly

    "This hilarious family and school adventure will have readers laughing, but also recognizing how misunderstandings can challenge friendships. . . . Fans who love Beverly Cleary's Ramona Quimby will certainly be attracted to Beatrice."—Booklist Online

On Sale
Sep 18, 2018
Page Count
224 pages

Shelley Johannes

About the Illustrator

Shelley Johannes is the author-illustrator of the Beatrice Zinker, Upside Down Thinker series. She previously spent ten years in architecture, where she fell in love with felt-tip pens, tracing paper, and the greatness of black turtlenecks. She lives in Michigan with her husband and two sons. Find her online at and @shelleyjohannes on Twitter and Instagram.

Learn more about this illustrator