hen Gregor opened his eyes he had the distinct impression that someone was watching him. He glanced around his tiny bedroom, trying to keep as still as possible. The ceiling was empty. Nothing on his dresser. Then he saw it sitting on the windowsill, motionless except for the delicate twitching of its antennas. A cockroach.

"You're just looking for trouble," he said softly to the cockroach. "You want my mom to see you?"

The cockroach rubbed its feelers together but made no attempt to run away. Gregor sighed. He reached for an old mayonnaise jar that held his pencils, emptied it on the bed, and in one swift move trapped the cockroach beneath it.

He didn't even have to get up to do it. His bedroom wasn't actually a bedroom. Probably it was supposed to be some kind of storage space. Gregor's single bed was wedged into it so, at night, he came in the doorway and crawled straight up to his pillow. On the wall facing the foot of the bed, there was a little alcove with just enough room for a narrow dresser, although you could only open the drawers about eight inches. He had to do his homework sitting cross-legged on his bed with a board on his knees. And there was no door. But Gregor wasn't complaining. He had a window that looked out on the street, the ceilings were nice and high, and he had more privacy than anybody else in the apartment. No one came in his room much...if you didn't count the roaches.

What was it with the roaches lately, anyway? They'd always had some in the apartment, but now it seemed like every time he turned around he'd spot one. Not running. Not trying to hide. Just sitting there...watching him. It was weird. And it was a lot of work trying to keep them alive.

This past summer when a giant roach had sacrificed herself to save his two-year-old sister Boots's life miles beneath the city of New York, he'd vowed never to kill another one of the bugs. But if his mom saw them, man, they were goners. It was up to Gregor to get them out of the apartment before her roach radar kicked in. When it was warm out, he'd just trapped them and put them out on the fire escape. But he was afraid the bugs would freeze now that it was December, so lately he'd been trying to stick them as far down in the kitchen trash as he could manage. He thought they'd be happy there.

Gregor nudged the roach off the sill and up the side of the mayonnaise jar. He crept down the hallway past the bathroom, past the bedroom that Boots, his seven-year-old-sister, Lizzie, and his grandma shared, and into the living room. His mom was gone already. She must've taken the breakfast shift at the coffee shop where she waited tables on weekends. She worked full-time as a dentist's receptionist during the week, but lately they needed every penny.

Gregor's dad lay on the pull-out couch. Even when he was asleep he wasn't still. His fingers twitched and plucked fitfully at his blanket, and he was muttering softly. His dad. His poor dad...

After being held prisoner by huge, vicious rats far beneath New York City for over two and a half years, his dad was a wreck. During his stay in the Underland, which was what the inhabitants called it, he'd been starved, deprived of light, and physically abused in ways he would never discuss. He was tormented by nightmares and at times he had trouble separating reality from illusion even when he was awake. This was worse when he was feverish, which was often, because despite repeated trips to the doctor, he could not shake off a strange illness he'd brought back from the Underland.

Before Gregor had fallen after Boots through a grate in the laundry room and helped rescue his dad, he'd always thought that everything would be simple once his family was reunited. It was a thousand times better having his dad back, Gregor knew that. But it was not simple.

Gregor moved quietly into the kitchen and slid the roach into the trash. He set the jar on the counter and noticed it was bare. The fridge held half a carton of milk, a gallon bottle of apple juice with maybe one glassful in it, and a jar of mustard. Gregor braced himself and opened the cabinet. Half a loaf of bread, some peanut butter, and a box of oatmeal. He gave the box of oatmeal a shake and exhaled in relief. There was enough food for breakfast and lunch. And since it was Saturday, Gregor wouldn't even need to eat at home. He'd be going over to help Mrs. Cormaci.

Mrs. Cormaci. It was strange how in a few short months she had changed from being their nosy neighbor into a kind of guardian angel. Shortly after Gregor, Boots, and their dad had returned from the Underland, he'd run into her in the hallway.

"So, where've you been, Mister?" she asked him. "Besides scaring the whole building to death." Gregor had given her the story his family had agreed upon: On the day he'd disappeared from the laundry room, he'd taken Boots out to the playground to play for a few minutes. They'd run into his dad, who was on his way to see his sick uncle in Virginia and wanted to take the kids with him. Gregor thought his dad had called his mom; his dad thought Gregor had called his mom; it wasn't until they got back that they realized what a crisis they'd caused.

"Hmph," said Mrs. Cormaci, giving him a hard look. "I thought your father was living in California."

"He was," said Gregor. "But now he's back with us."

"I see," Mrs. Cormaci again. "So, that's your story?"

Gregor nodded, knowing it was pretty lame.

"Hmph," said Mrs. Cormaci again. "Well, I'd work on that if I were you." And she walked off without another word.

Gregor thought she was mad at them, but a few days later she'd knocked on the door with a coffee cake. "I brought your father a coffee cake," she said. "It's a welcome-home thing. Is he here?"

He hadn't wanted to let her in, but his dad called out in a false, cheerful voice, "Is that Mrs. Cormaci?" and she'd bustled right in with her cake. The sight of his dad — bone thin, white-haired, hunched over on the couch — pulled her up short. If she had planned to interrogate him, she let it go right there. Instead, she exchanged a few comments about the weather and left.

Then, a couple of weeks after school started, his mom came in one evening with some news. "Mrs. Cormaci wants to hire you to help her on Saturdays," she said.

"Help her?" Gregor asked warily. "Help her do what?" He didn't want to help Mrs. Cormaci. She'd ask him a bunch of questions and probably want to read his future with her deck of tarot cards and —

"I don't know. Help her around her apartment. You don't have to do it if you don't want to. But I thought it might be a nice way for you to make some pocket money," said his mom.

And Gregor knew then that he would do it and forget about pocket money, forget about money for movies and comic books and stuff. He'd use the money for his family. Because even though his dad was home, there was no way he could go back to his job as a science teacher. He had only left the apartment a few times, and that was to go to the doctor. The six of them were living on what his mom could make. And with the medical bills, and school supplies, and clothes and food and rent and every other thing you had to have to live, it wasn't stretching far enough.

"What time does she want me there?" asked Gregor.

"She said ten would be good," said his mom.

That first Saturday, several months ago, there hadn't been much food in the apartment, either, so Gregor had just gulped down a couple of glasses of water and headed over to Mrs. Cormaci's. When she opened the door, the rich smell of something amazing hit him, filling his mouth with so much saliva that he had to swallow hard before he said hi.

"Oh, good, you came," said Mrs. Cormaci. "Follow me." Feeling awkward, Gregor followed her into her kitchen. A gigantic pot of sauce was bubbling away on the stove. Another pot contained lasagna noodles. Piles of vegetables covered the counter. "There's a fund-raiser tonight at my church and I said I'd bring lasagna. Don't ask me why." Mrs. Cormaci dumped several ladles of sauce into a bowl, stuck a big wedge of bread in it, clunked it on the table, and pushed Gregor into a chair before it. "Taste it."

Gregor looked at her, unsure.

"Taste it! I have to know if it's fit to be served," insisted Mrs. Cormaci.

He dipped the bread into the sauce and took a bite. It was so good, his eyes watered. "Boy," he said, when he had swallowed.

"You hate it. It's revolting. I should throw the whole pot out and go buy jar sauce from the grocery," said Mrs. Cormaci.

"No!" said Gregor, alarmed. "No. It's the best sauce I ever tasted!"

Mrs. Cormaci slapped a spoon down beside him. "Then eat it and wash your hands, with soap, because you've got chopping to do." After he'd inhaled the sauce and bread, she set him to work chopping piles of vegetables that she sautéed in olive oil. He mixed eggs and spices into ricotta cheese. They layered big, flat noodles and cheese and sauce and vegetables into three enormous pans. He helped her wash up, and she declared it was time for lunch.

They had tuna salad sandwiches in her dining room while Mrs. Cormaci talked about her three kids, who were all grown and lived in different states, and Mr. Cormaci, who'd passed away five years ago. Gregor vaguely remembered him as a nice man who had given him quarters and, one time, a baseball card. "Not a day goes by that I don't miss him," said Mrs. Cormaci. Then she brought out a pound cake.

After lunch, Gregor helped her clean out a closet and carried a few boxes down to her storage space. At two o'clock, she said he was done. She had not asked any questions about him except how he liked school. She sent him out the door with forty bucks, a winter coat that had belonged to her daughter when she was little, and a lasagna. When he tried to object, she just said, "I can't take three lasagnas to the fund-raiser. People take two. You walk in with three and everybody thinks you're a big show-off. And what? I'm going to eat it? With my cholesterol? Take it. Eat it. Go. I'll see you next Saturday." And she closed the door in his face.

It was too much. All of it. But he could surprise his mom and buy groceries and maybe some lightbulbs since three lamps were out in the house. Lizzie needed a coat. And the lasagna...somehow that was the best part of all. Suddenly he wanted to knock on the door and tell Mrs. Cormaci the truth about the Underland and everything that had happened and that he was sorry that he had lied to her. But he couldn't....

Gregor was jolted out of his memory when Lizzie padded into the kitchen in her pajamas. She was small for her age, but the look of concern on her face made her look older than seven. "Is there any food for today?" she asked.

"Sure, there's plenty," said Gregor, trying to sound like he hadn't been worried himself. "Look, you guys can have this oatmeal for breakfast, and peanut butter sandwiches for lunch. I'll go ahead and make the oatmeal now."

Lizzie wasn't allowed to use the stove, but she opened the cabinet with the bowls. She counted out four and then hesitated. "Are you eating breakfast or —?"

"Nah, I'm not even hungry this morning," he said, even though his stomach was growling. "Besides, I'm going over to help Mrs. Cormaci."

"Are we going sledding later?" she asked.

Gregor nodded. "Uh-huh. I'll take you and Boots over to Central Park. If dad's okay."

They had found a plastic snow saucer out by the trash. It had a big crack in it, but their dad had mended it with duct tape. Gregor had been promising to take his sisters sledding all week. But if his dad had a fever, someone needed to stay home with him and their grandma, who spent a lot of her time thinking she was on her family's farm in Virginia. And afternoons were usually when the fever hit.

"If he's not, I'll stay home. You can take Boots," said Lizzie.

He knew she was dying to go. She was only seven. Why did things have to be so hard for her?

Gregor spent the next few hours helping Mrs. Cormaci make big glass casserole dishes of scalloped potatoes, polishing her odd collection of antique clocks, and getting her Christmas decorations out of the storage space. When she asked Gregor what he was hoping to get for Christmas, he just shrugged. When he left that day, along with the money and a vat of scalloped potatoes, Mrs. Cormaci gave him something wonderful. It was a pair of her son's old work boots. They were a little worn and a little too big, but they were sturdy and waterproof and laced up above his ankles. The sneakers Gregor was wearing, which were his only pair of shoes, were starting to split at the toe and sometimes, after walking through the slushy streets, his feet would be wet all day at school.

"Are you sure he doesn't want these?" said Gregor.

"My son? Sure he wants them. He wants them to sit in my closet taking up space so he can come back once a year and say, 'Hey, there's my old boots,' and stuff them back in the closet. If I trip over those boots getting to my iron one more time, I'll disown him. Get them out of here before I throw them out the window!" Mrs. Cormaci said with a wave of contempt at the boots. "I'll see you next Saturday."

When he got home, it was clear his dad wasn't feeling well.

"You kids go on. Go sledding. I'll be fine here with Grandma," he said, but his teeth were chattering from chills. Boots was dancing around with the plastic saucer on her head. "Go sedding? We go sedding, Ge-go?"

"I'll stay," Lizzie whispered to Gregor. "But could you get some of that fever medicine before you go? We ran out yesterday;"

Gregor considered staying as well, but Boots hardly ever got out, and Lizzie was too young to take her sledding alone.

He ran down to the drugstore and bought a bottle of pills that brought down your fever. On the way home he stopped at a table where a man sold used books on the street. A few days ago, walking by, he had noticed a paperback puzzle book. It was kind of beat up, but when Gregor flipped through it he saw that only one or two of the puzzles had been done. The man gave it to him for a buck. Lastly, he picked up a couple of navel oranges, the expensive kind with the really thick skin. Lizzie loved those.

Lizzie's little face lit up when he gave her the book. "Oh! Oh, I'll get a pencil!" she said, and ran off. She was nuts about puzzles. Math puzzles, word puzzles, any kind. And even though she was seven, she could do a lot of the ones meant for adults. When she was a tiny kid you'd take her out and see a stop sign and she'd go, "Stop, pots, spot, tops..." She'd instantly rearrange all the letters into all the words she could think of. Like she couldn't help it.

When Gregor had told her about the Underland, she gave a little gasp when he'd mentioned the horrible rat king, Gorger. "Gorger! That's the same as your name, Gregor!" She didn't mean the same name, she meant you could mix around the letters in Gorger and spell Gregor. Who else would notice that?

So he felt okay when he left her. Their grandma was asleep, his dad had medicine, and Lizzie was curled up in a chair next to him sucking on an orange slice and happily cracking a cryptogram.

Boots's excitement was so contagious that Gregor felt happy, too. He'd put on an extra pair of socks and stuffed the toes of his new boots with toilet paper so his feet were warm and snug and dry. His family had enough scalloped potatoes at home for a small army. A light snow was gently spinning down around them, and they were going sledding. For the moment, things were okay.

They rode the subway to Central Park, where there was a great sledding hill. Lots of people were there, some with fancy sleds, some with beat-up old saucers. One guy was just sliding down on a big trash bag. Boots squealed in delight every time they went down the hill and as soon as they slid to a stop, she shouted, "More, Ge-go. More!" They sledded until the light began to fade. Near an exit to the street, Gregor stopped for a while to let Boots play. He leaned against a tree while she fascinated herself by making footprints in the snow.

The park felt like Christmas with all the sledding and the pine trees and the funny, lumpy snowmen that kids had built. Big, shimmery stars hung from the lampposts. People walked by with shopping bags that sported reindeer and poinsettia. Gregor should have felt cheerful, but instead, Christmas made him feel anxious.

His family didn't have any money. It didn't matter so much for him. He was eleven. But Boots and Lizzie were little, and it should be fun, it should be magical, with a Christmas tree and presents and stockings on the coat hooks (which is where they hung theirs because they didn't have a chimney) and nice things to eat.

Gregor had been trying to save some money out of what Mrs. Cormaci gave him, but it always seemed to go for something else, like fever medicine or milk or diapers. Boots could really go through a lot of diapers. She probably needed one now, but he hadn't brought any, so they had to get going.

"Boots!" Gregor called. "Time to go!" He looked around the park and saw that the lamps that lined the paths had come on. Daylight was almost gone. "Boots! Let's go!" he said. He stepped out from the tree, turned in a circle, and felt a jolt of alarm.

In the brief time he'd been thinking, Boots had vanished.