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Time is ticking as the countdown to Ben Pratt’s school’s total demolition continues. Ben has been given a handful of clues that could help them save the school, but they are all written in maritime riddles. “After five bells sound, time to sit down.” What the heck does that mean? It’s hard to know where to begin when Ben and Jill don’t even know what they are looking for. All Lyman, the snake posing as the school janitor, needs to know, though, is that they are looking, and that could mean the end of the 30-million-dollar development deal that pays his salary. (Which, by the way, is MUCH larger than what a typical janitor makes.) As Lyman lurks in the shadows—and sometimes not in the shadows—Ben and Jill have to add another to-do to their list of things to accomplish in the next twenty-one (1) Figure out the clues left by past Keepers of the School groups, (2) figure out how these clues will help them save the school, and (3) stay one step ahead of Lyman. That’s the mission…which seems, at times, impossible.

The second book in this riveting and mysterious six-book series is as action-packed as the first one, culminating in a faceoff between Ben, Jill, and Lyman. “After five bells sound, time to sit down” makes for a good riddle, but Ben and Jill also knows when it’s time to stand up…for Oakes School and for themselves.

204 pages, Hardcover

First published January 1, 2011

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513 people want to read

About the author

Andrew Clements

190 books2,190 followers
I was born in Camden, New Jersey in 1949 and lived in Oaklyn and Cherry Hill until the middle of sixth grade. Then we moved to Springfield, Illinois. My parents were avid readers and they gave that love of books and reading to me and to all my brothers and sisters. I didn’t think about being a writer at all back then, but I did love to read. I'm certain there's a link between reading good books and becoming a writer. I don't know a single writer who wasn’t a reader first.
Before moving to Illinois, and even afterwards, our family spent summers at a cabin on a lake in Maine. There was no TV there, no phone, no doorbell—and email wasn’t even invented. All day there was time to swim and fish and mess around outside, and every night, there was time to read. I know those quiet summers helped me begin to think like a writer.
During my senior year at Springfield High School my English teacher handed back a poem I’d written. Two things were amazing about that paper. First, I’d gotten an A—a rare event in this teacher’s class. And she’d also written in large, scrawly red writing, “Andrew—this poem is so funny. This should be published!”
That praise sent me off to Northwestern University feeling like I was a pretty good writer, and occasionally professors there also encouraged me and complimented the essays I was required to write as a literature major. But I didn’t write much on my own—just some poetry now and then. I learned to play guitar and began writing songs, but again, only when I felt like it. Writing felt like hard work—something that’s still true today.
After the songwriting came my first job in publishing. I worked for a small publisher who specialized in how-to books, the kind of books that have photos with informative captions below each one. The book in which my name first appeared in print is called A Country Christmas Treasury. I’d built a number of the projects featured in the book, and I was listed as one of the “craftspeople”on the acknowlegements page, in tiny, tiny type.
In 1990 I began trying to write a story about a boy who makes up a new word. That book eventually became my first novel, Frindle, published in 1996, and you can read the whole story of how it developed on another web site, frindle.com. Frindle became popular, more popular than any of my books before or since—at least so far. And it had the eventual effect of turning me into a full-time writer.
I’ve learned that I need time and a quiet place to think and write. These days, I spend a lot of my time sitting in a small shed about seventy feet from my back door at our home in Massachusetts. There’s a woodstove in there for the cold winters, and an air conditioner for the hot summers. There’s a desk and chair, and I carry a laptop computer back and forth. But there’s no TV, no phone, no doorbell, no email. And the woodstove and the pine board walls make the place smell just like that cabin in Maine where I spent my earliest summers.
Sometimes kids ask how I've been able to write so many books. The answer is simple: one word at a time. Which is a good lesson, I think. You don't have to do everything at once. You don't have to know how every story is going to end. You just have to take that next step, look for that next idea, write that next word. And growing up, it's the same way. We just have to go to that next class, read that next chapter, help that next person. You simply have to do that next good thing, and before you know it, you're living a good life.

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Displaying 1 - 30 of 104 reviews
Profile Image for Josiah.
3,488 reviews158 followers
December 18, 2022
Nearly six years passed between when I read We the Children—the first book in the Benjamin Pratt & the Keepers of the School series—and book two, Fear Itself, but a few pages into the story the long gap felt nonexistent, the fast-paced plot pulling me right back in. Sixth-graders Ben and Jill have made several noteworthy discoveries inside Captain Oakes School, a first-class education facility and historic monument all rolled into one grand building constructed in the late 1700s. They've also identified their enemy—Lyman, the new janitor who broke the centuries-old chain of protective succession among janitors at Captain Oakes School by secretly working for the corporation that purchased the school from the captain's descendants to turn it into an amusement park—and Lyman isn't shy about stalking Ben and Jill between classes. But there's much more to uncover about the school's secrets if a pair of sixth-graders are to reverse the municipal order to have the wonderful old building demolished at the end of the year. The odds are stacked high against them, but Ben can't bring himself to give up the cause after the janitor before Lyman, Mr. Keane, warned him what was really going on just hours before he died. Mr. Keane's final actions were to entrust the legacy of the school's janitor brotherhood to Ben, depending on him to do something about it, and Ben takes that charge seriously. He won't concede without a fight.

Ben is hyped to search the school for clues, but Jill has unexpectedly lacked enthusiasm the past few days, voicing skepticism that two kids can change town history. Her negativity is getting to Ben, and so is the anxiety of having dark, glowering Lyman pop up everywhere they go in school, his cold eyes always on them. It's all Ben can do to keep afloat in the sea of fear buffeting him on every side. Paid handsomely to neutralize Ben and Jill's efforts by the business operatives who underhandedly bought the school, Lyman has resources at his disposal beyond anything available to his young opponents. But when Ben attends Mr. Keane's funeral, he finds out he and Jill aren't as alone in their quest as he thought. Elderly Tom Benton, the janitor prior to Mr. Keane and a stalwart member of the protective brotherhood, encourages Ben to keep up the good work defending the school and come see him at his retirement home if he needs to consult with someone in the know. Jill remains ambivalent about defying Lyman, but at least their support network is growing. They'll need every possible ally if they are to counteract the agenda of Lyman and the businessmen behind him.

Ben wavers between pretending he has no fear of Lyman and folding under the weight of his own anxiety, cowering when Lyman menaces them, the man's brooding presence all the threat required to get his message across. It's difficult to explore with Lyman skulking about the school, but Ben and Jill do make some vital discoveries with the aid of clues found in We the Children, and keeping these discoveries from Lyman piles more apprehension onto their already cumbersome load. What if they mess up and Lyman gets his hands on some document that could have nixed the corporate takeover of the school? How are two kids to handle that responsibility? Just when Ben feels he can't take the pressure another day, that the bad guys are destined to win and their class will be the last to graduate from Captain Oakes's academy, he learns the reason for Jill's recent attitude change. With new perspective on the situation, Ben feels brash in the face of danger, and attempts an impromptu gambit to swipe a valuable piece of the puzzle right from under Lyman's nose. If Ben gets away with it, he'll have forged a closer connection with an essential ally and provided a new starting point for the investigation. The battle for the school is ramping up, the heat intensifying as demolition day creeps closer, and there are still three books to look forward to. What will happen next?

This is some of the tightest, most exciting fiction Andrew Clements has penned, and his résumé was not exactly lacking before these books. The prose is steady and streamlined, going to the heart of the story with emotional honesty and thoughtfulness. As the title suggests, several parts of Fear Itself address topics of fear and worry. Anxiety is a razor-toothed monster that hides within and eats away at you, growing larger as you get smaller and less able to defend yourself. Soon the stress feels likes the biggest part of who you are, and you're so overwhelmed that you're barely able to function. Meeting huge challenges and foes seems like a fantasy that the reality of insidious dread chases down and devours like a wolf hunting deer. By standing up to Lyman, Ben and Jill are taking a tiger by its tail and hoping for the best, not knowing how dangerous the tiger actually is. Jill cautions Ben not to antagonize Lyman unnecessarily, giving her friend excellent advice for anyone tiptoeing around a volatile situation, sizing up the threats it presents: "And until you're sure there's a cage around a tiger, it's pretty dumb to dangle meat in front of it. Right?" It's wise to tread lightly around hidden dangers that could be triggered by a lack of heedfulness. Take care not to put yourself at more risk than you must, a good rule of thumb for Ben and Jill as they circle Lyman in his lair. But Ben insists there's a time and place for unflinching confrontation, to show the tiger you can handle their snapping and snarling. "(S)ometimes you have to look it in the eye and let it know you're not scared." Coping with fear is about knowing when to apply both strategies, and Ben and Jill spend a lot of this book learning that. It's also important to recognize that when it feels as though the world is against you, that every person on the planet is rearing to join the fight on the opposite side, the only enemies that matter are those closest to you, the ones who specifically have a bead on you and are coming your way. You don't have to combat everyone who's ideologically hostile or indifferent to you, and Ben reminds Jill of that after she laments that the townspeople have already approved the school's demolition, indicating they're in favor of it. How can they stand against everyone in town? "(B)ut really, it doesn't matter how big the army is—we just have to deal with the enemies at the very front...We don't have to defeat a whole army all at once. If we fight smart and we don't panic, we'll be good." That's the key to neutralizing anxiety that threatens to undermine us from within before we ever face our real adversary. Fight the battle in front of you at this moment, refusing to be distracted by the prospect of other terrifying foes ahead, and you'll stay one step ahead of anxiety. You'll be immeasurably more effective—not to mention less stressed—when it falls on you to champion a worthy cause all the way to ultimate victory.

Benjamin Pratt & the Keepers of the School is already a barnburner of a series, and Fear Itself is even better than We the Children. I've heard that Andrew Clements does his best work in short series with a predefined start and finish, allowing him to craft perfect suspense and emotion over several novels and letting us get to know his superb characters. Ben and Jill's adventure has swallowed me whole, and I deeply feel what's at stake as we enter book three, The Whites of Their Eyes. I can hardly wait to get started. I'd probably give Fear Itself two and a half stars because it's more a cog in a larger machine than a self-standing novel, but there's nothing wrong with this book. The choice to round my rating up to three stars was obvious to me. Fans of Andrew Clements, rejoice: he's worked his unique magic again.
Profile Image for Sarah Rhomberg.
Author 1 book24 followers
February 28, 2022
This book not only has many twists and turns along the way, it also has amazing characters – the kind that feel like they could become your friends in real life. I especially loved how the characters grow in conference in this book.

I can recommend the whole series to anyone middle-grade or above. (Yes, adults would enjoy this too!)
Profile Image for LadyMcClousen.
6 reviews3 followers
June 12, 2020
I’m a 9 year old on my Moms name.

This one was better than book 1 because there was an enemy introduced. It wasn’t action packed like super hero’s would be but it’s definitely an adventure. I liked it!
Profile Image for Rebecca.
422 reviews5 followers
February 11, 2021
This book was much more interesting than the first book, I think we’ll keep reading the series. My 8yo is really engaged in the story.
Profile Image for Sherry.
711 reviews14 followers
August 30, 2011
I hate to say it, but this book is just not as good as Clement's first in the Keepers of the School Series, "We The Children". Ben Pratt is a hero at the start, having saved a difficult schoolmate's life during a sailboat race at the end of book one. Ben fancies himself a secret agent, and can't wait to get to the real detective work required to save the historical seaside school from being torn down, preventing the construction of an amusement park. With his pal, Jill Acton, he begins to follow up on clues. However, I have a hard time buying into the short time frame they have to save the school from demolition: less than 30 days. The school's heirs have been paid off by the town and apparently nullified the deceased old captain's will. The janitor Lyman, quite creepily, stalks them all day long, and threatens them - but without any clues from Lyman about what he stands to gain, exactly, by the demolition. I can make guesses, but I didn't find any subtle foreshadowing. I'm not hooked into believing he could be seriously worried or threatened by these two meddling kids. But it's more than just an unrealistic scenario that made this book seem just average.

What I usually enjoy about Clements' writing is that he gives his protagonists a more or less realistic, running internal dialogue that serves to teach readers positive messages about history or historical figures, or generation gaps (respecting the older generation's view, etc.), that are not currently (or typically, by kids) seen as hip or important. I think he is awkward in his attempts to do so here concerning his plugs for author Jack London, although I applaud him heartily for bringing him up (I did spend all day at the Jack London California State Historic Park just three weeks ago, and came away in awe of the man!). Ben loves all the old artifacts from the seafaring days of yore, yet, Clements' written language did not describe many of the objects so as to get a romantic sense of them or their uses. I believe he did succeed in showing several respectful relationships between generations, though. I liked Ben's respect for the deceased school janitor, as well as the former janitor Tom Benton, whom Ben recruits at the end of the novel, to help him save the school.

Notwithstanding, I think many kids will enjoy "Fear Itself". It's a bit creepy, a bit adventurous, and revolves around detective work to ensure some rather independent-minded kids will come out as heroes. Most kids aged 8-11 would dive right into this.

194 reviews1 follower
February 3, 2011
Read this one to my kids. It's the second in a series that seem to enjoy. As with the first book, this one ended with many questions unanswered. Now we wait for the next book.
Profile Image for April.
198 reviews4 followers
February 27, 2011
Second in a good series. I will keep reading because I want to know what happens next. It just ended all of a sudden. Hmm...
75 reviews
April 25, 2018
The mystery and adventure continues! Will they solve the clues in time to save the school? Great read! Looking forward to reading the next book! Lexile 800 - Reading Counts 9 points
Profile Image for Steven R. McEvoy.
3,815 reviews174 followers
September 5, 2016
I have now read 10 books by Andrew Clements over the last few months. This is the second book of his from a series that I have read. It is interesting seeing him comeback to the same characters and extend the story in a way that he has not done with most of his other novels. And with 3 more books to go in this eries it will be interesting to see where he takes us. Both of the first books have been great reads. This volume continues directly from book one We the Children.

In this volume Ben and Jill are trying to follow the clues to the secrets that were left behind that were intended to save the school. But they also realize that the dangers from My Lyman the fake janitor at their school is much greater than they had expected. He seems to be following them everywhere. So they have a lot on their mind, with only 3 weeks until the school will be vacated and is scheduled to be demolished they need to figure out the clues from the past Keepers of the School. They also need to stay out of My Layman's clutches and keep him away from what they are finding. And from the clues figure out a way to save the school. That is a tall order for kids on any day, but Ben is dealing with his parents having been separated for months and Jill's parents are fighting again over the whole school issue. Life just seems to keep getting more and more complicated for these two.

The story will really keep young readers glued to the pages. And the illustrations by Adam Stower really add to the story, and there are many throughout the book. Mostly they are pen and ink sketches. This volume has a red cover and all the illustrations in the ebook version are done in black and white and red.

One of the greatest strengths of Clements writing is his characters. And in this series because it will span the 5 books we get to see more about the characters than we do in many of his standalone books. We seem the characters struggling with hope, with their home life and with the weight of the responsibility of trying to save the school.

I have said before that this book could likely be published in a large omnibus edition, but I fear that the size would be intimidating to many readers. It will be interesting to see how the series progresses over the remaining three books. I know that I was hooked after book one and even more so now. I will finish this series and also likely many, many other books by Andrew Clements.

This was another very good read in an excellent series. I have yet to come across a book by Andrew Clements that I cannot highly recommend. And this book and series is no exceptions.

Read the review on my blog Book Reviews and More and reviews of other books by Andrew Clements.
Profile Image for Brian.
12 reviews1 follower
November 13, 2011
After having read "Landry News" and "Frindle", I wanted to read one of Andrew Clements' more recent books so I choose to read "Fear Itself (Keepers of the School, #2)". Though I LOVED the two earlier books by Clements, I found this book difficult to get into. The mean reason I found it difficult to get into, was because in my opinion, this book cannot be read without first reading the first book of the series "We the Children (Benjamin Pratt and the Keepers of the School)". Having read other "series" books, I was surprised to find that "Fear Itself (Keepers of the School, #2)" seems to just be an excerpt of a larger story.

One of the things I enjoyed about "Landry News" and "Frindle", was though they were fiction, they were realistic enough that you could almost picture the events actually occurring. However, with this story, some aspects of it were just too hard to believe: for instance the short time frame that they have to save the school from demolition.

I loved how this was written so to encourage the reader to put themselves in Ben and Jill's shoes and try to solve the mystery themselves as they are reading, something I appreciated when reading this sort of story as a kid. I find Clements' writing style to be very engaging keeping the reader interested from beginning to end and always wondering what's next.

I think many kids will enjoy "Fear Itself (Keepers of the School, #2)" but I strongly recommend that they read the series from the beginning and not make the same mistake that I did.
Profile Image for Mary.
1,893 reviews20 followers
September 18, 2012
This is a great mystery series for kids that like puzzles. One of the great aspects of it is that the mystery is solved over more than one book, with only a piece of the total puzzle revealed in each book.

For booktalks - Imagine you go to school in an old, old building. Think about Westport - how Town Hall used to be a school; how Saugatuck Senior Housing used to be a school. Now the town has decided to tear now your school (so there won't even be a "used-to-be") and build a brand-new school. And in place of your school there will be a theme park. Everyone thinks it's a great idea except for the school head custodian. You see, when the school was built it was done by turning an old warehouse into a school. And the man who gave it to the school put in safeguards to ensure it always would be a school. The secret to the safeguards was passed down from head custodian to head custodian, until now, when , and his friend , have only a few weeks to save their school before it is destroyed forever by the wrecking ball.
This entire review has been hidden because of spoilers.
Profile Image for Aaron.
15 reviews
November 26, 2017
This book is the a sequel so if you have not read the first one go do that first.

After Ben saved Robert from the boat race, Ben is going back at the mystery once again to find a way to keep the school from being torn down and they find a will to help see if they can use it to save the school so that the big company cant take the place anymore, so they go to see a lawyer about it but the lawyer wasnt sure and she cant be the lawyer because she is part of the deal to get the school torn down so they are out to find another lawyer who can take it to court. Can Ben find another lawyer willing to help? read to find out!

I loved this book and would recommend it to anyone that likes mystery and maybe adventure books or both would work! If you liked the first book you will defenatelly like this one!
Profile Image for Lisa.
144 reviews4 followers
December 9, 2017
This is a good second installment in the six part Benjamin Pratt & the Keepers of the Chool series. It does a nice job bringing the reader up to speed at the beginning and the end doesn't seem quite as abrupt.

I found myself telling characters not to do things during the course of the book and that is a good thing. This is a middle school book and the main characters make youthful and optimistic mistakes. I also was invested in the story enough to care about possible mistakes or poor choices.

I'm looking forward to the third book.
Profile Image for David Rough.
Author 16 books12 followers
April 27, 2020
This second book in the Benjamin Pratt and the Keepers of the School series was excellent. I plan to read the remaining books one after the other in order to maintain the flow of the story. This mystery includes some interesting characters (Ben and Jill) and a pretty nasty villain (Lyman). I have enjoyed the problem solving and the cryptic clues that must be correctly unraveled in order to save the school.
Book #2 is filled with the same adventure and energy as the first installment. These books are short and should be read in order.
Profile Image for Rebeka Marcille.
132 reviews2 followers
September 24, 2020
Needed a short audio book for morning drives to school, and book one was available by author kids like. Nothing special but passed the time and kept them interested enough to want to listen to the rest of the series. I suspect the book version read by the target-age audience would be better enjoyed.
Profile Image for Catie.
271 reviews12 followers
July 17, 2021
I’m thoroughly enjoying this series, though I do wish it moved quicker. I’m two books in and we’ve only covered about 10 days in the story. Not a disappointment, though, which is good considering sophomore installations are often crummy.
The tone is fun and quirky…like Lemony Snicket meets Pseudonymous Bosch, but for a slightly younger crowd.
Profile Image for Jennie.
657 reviews12 followers
November 12, 2017
I enjoyed this one more than the first one. Probably because I knew what to expect at this point. I still think the series should be judged as a whole instead of as individual books because of the overarching plot, but I'm liking the characters so far.
117 reviews
January 29, 2018
Not quite as grabbing as the first book, but an excellent continuation of the plot. These books beg to be read as a single volume.
27 reviews1 follower
January 30, 2021
This was a very good book. It made me think of the things that could happen before it happens. There was many cliffhangers in the book. IT was one of my favorite books.
Profile Image for Sarah.
142 reviews
April 8, 2021
Enjoyable, better than the first book. Not perfect but I like the direction this story is going and how the characters are written
1,165 reviews
July 7, 2025
This book picks up right where the first one left off. You definitely need to read the series in order. I learned a lot about lawyers and how they can represent people. I also learned a lot about wills and the word codicil. A lot of interesting legal stuff in this one. This author makes this mystery seem so legit. Like it could be real. I love Ben in this book. Jill isn’t acting like herself. She is more snappy. But instead of being judgmental and indignant, Ben is curious and gives her the benefit of the doubt. What a great example. The audiobook is again a great format for this story!

SPOILERS and book notes:
Ben has to do a report on an author with Robert. It is on Jack London born on 1876. He wrote the call of the wild. Jack London, the famous author, worked as an oyster pirate on San Francisco Bay in his youth. He acquired a sloop called "The Razzle Dazzle" and used it to raid oyster beds, selling the stolen oysters to local restaurants. His daring exploits and success in this illegal trade earned him the nickname "Prince of the Oyster Pirates". So he loves the sea and ocean growing up poor in San Francisco gave him plenty of material for his books. Jill is acting really snappy but Ben is curious rather than judgmental. He gives her the benefit of the doubt and thinks something most be happening in her life. I love this. This is how we need to be. They found a A codicil (is a legal document that amends, rather than replaces, an existing will) to captain oaks will. Saying whom ever is holding that document is the owner of the school if they will use it as a school or else it goes to the government. When Jill called Ben saying she needs him at the school and and bring band-aides and a Swiss Army knife he came two seconds flat no questions. Then he dug out splinters in her palm and bandaged them for her. She had pulled out all the stakes for the demolition of the school. Something is happening at home with Jill. She isn’t acting like herself. He watches a cool 1940’s film with his mom called “The Sea Hawk”. I should watch it! It’s her dad! He bought stocks in the company building the amusement park at the school. And her mom wants the school to stay! So tension!
Profile Image for Zazie.
813 reviews
November 24, 2023
I don't know how long ago I read the first book in this series, but I was debating giving up on it until I saw that I had the 2nd book on Audible. It kept switching from 3 stars to 4 but I'm gonna keep it at 3 stars because it didn't keep my attention the whole time. It's a good book, but I'm not sure how much I wanna continue the series. I don't have the audiobooks of the next books so it will be hard for me to want to continue or even want to buy those next books. So many books that are better than these...
Displaying 1 - 30 of 104 reviews

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