The Mysterious Benedict Society is my favorite book. This is common knowledge among those who know me, and even those who don’t. If you’ve only spoken to me for a few minutes, there’s a good chance you’ll hear about it.
For those of you who haven’t heard my rambling, The Mysterious Benedict Society is a middle-grade adventure novel by Trenton Lee Stewart. It’s filled with puzzles, friendship, a dash of sci-fi, and a whole lot of heart. I’ve always said it’s the sort of book that I myself want to write. Whenever I find a book like that, I know it’s worth studying.
In an effort to figure out what made the book work so well, and why I loved it so much, I decided a while ago to break it down using the 3-act story structure to parse out each of the individual beats. And that’s what I’m sharing with you today. Obviously:
Full Spoilers Ahead for The Mysterious Benedict Society

(All photos used from the TV series. I could make an entire other post reviewing the TV series as an adaptation, but that’s not what we’re talking about today.)
Let’s start out with getting to know the template we’re working with. The 3-act structure has many versions, which are usually quite similar, but today I’ll be using language from Abbie Emmons’ 3-act structure. You can read it in-depth here.
I’ll also be referencing a lot from K. M. Weiland’s book, Creating Character Arcs.
Now, before we get started, we need to determine our characters and their arcs. I began this exploration knowing that the main character of the book, Reynie Muldoon, has a flat character arc. This does not mean that he doesn’t grow and change at all throughout the course of the book—on the contrary, he struggles and slowly grows into a remarkable leader—but it does mean that he already has the correct belief about the main theme or truth of the book.
Speaking of theme, I believe that the main theme of this book is truth. If I were to sum it up in a quote, I would say:
“Better a cruel truth than a comfortable delusion.” — Edward Abbey
And Reynie obviously believes this from the very beginning. In chapter one we see that he remains himself, penchant for old-fashioned words and all, despite being teased by the other children in the orphanage, and doesn’t even consider lying when the orphanage director asks him about the test and the “special opportunities”. And we see his dedication to this belief decided firmly in the inciting incident, which we’ll get to in just a bit.
“[The Main Character] …believes in something. But also like us, they recognize they could be wrong. They could have been blinded by another Lie. They could have chosen the wrong Truth. And even if they did choose the right Truth, then maybe they won’t have the wisdom, strength, or conviction to live it.
In short, they have a Doubt—and it keeps them seeking throughout the story, even as the undeniable power of their conviction in the Truth transforms other characters around them.” — K. M. Weiland, Creating Character Arcs
The flat arc is sometimes also called the ‘testing arc’, according to Weiland, which I find VERY appropriate for Reynie and the entire plot of The Mysterious Benedict Society.
A classic positive change arc looks like:
Desire:
Fear:
Lie they believe:
A truth they learn:
In a flat arc, you switch out lie for truth, and truth for doubt, thus—

Reynie’s flat arc
Desire: To have a family of his own.
Fear: Being alone – an outcast.
Truth: “Better a cruel truth than a comfortable delusion.” — Edward Abbey.
Doubt: If truth fails, perhaps there is no choice but to accept a comfortable delusion. Perhaps I am not strong enough to uphold the truth.
Interestingly, these classic story-structure words are used throughout the prose of the book. Mr. Benedict is searching for orphans who love the truth. The Whisper makes the messengers loyal by soothing their fear. The catalyst for Reynie’s character arc, the white knight, is accompanied by the iconic words “perhaps because he doubted himself”.
(Still mad they didn’t include the white knight moment in the tv series, as it’s literally the whole point of his arc. Actually, they barely gave Reynie an arc in the tv series, but I’ll refrain from ranting about that for right now.)
It’s interesting to note that all four of the main children have the exact same desire—to have a family of their own—but this manifests itself in very different ways in each of them, according to their very different fears and misbeliefs. This desire is what keeps all of them going—they’ve found a family in each other, and failure of the mission would mean losing that. They all want the same thing, but they have different ideas about how to get it. It should also be noted that they all have in common a “powerful love of truth” as Mr. Benedict says, but their arcs don’t revolve around this, even if they, too, have some doubts like Reynie. As the leader of the group, the one making most of their decisions, Reynie is the one forced to grapple with the truth most. The other children have positive change arcs which revolve around other aspects of their personalities.

Sticky
Desire: To have a family of his own.
Fear: Being unwanted.
Lie: People are better off without me, everyone finds my knowledge tiresome.
Truth: I am worthy of being wanted and loved, and I have important things to contribute to the world.

Kate
Desire: To have a family of her own.
Fear: Being powerless.
Lie: I can take care of myself, I don’t need anyone’s help.
Truth: I can’t do everything on my own, and it’s okay to accept help.

Constance
Desire: To have a family of her own.
Fear: Being controlled
Lie: No one can be trusted; if I open up, someone will take advantage of me.
Truth: There are people who love me and want to help me if I’ll only let them. Trust can be earned.
So, having all of that pre-established, let’s get to the final breakdown!
ACT 1
HOOK
INTRODUCTION TO REYNIE’S INNER CONFLICT
Reynie’s inner conflict and the truth he believes are introduced in the first chapter, as I mentioned previously. Later, after the inciting incident, we are also introduced to Kate, Sticky, and Constance and their internal conflict. But the hook focuses on Reynie, our central character.
Reynie is a brilliant orphan who doesn’t fit in at his orphanage. Through his circumstances and inner thoughts, we learn that he wants belonging and a family. Then he finds the fateful newspaper article: “Are you a gifted child looking for special opportunities?”
Believing he will finally find the belonging he seeks among other gifted children, Reynie decides to take the test. He passes the first easily, but already there are some red flags that suggest this test is not all that it seems.
We also learn about the Emergency, and how the Lie that Reynie has rejected is running rampant in the world around him.
INCITING INCIDENT
REYNIE IS OFFERED THE OPPORTUNITY TO CHEAT
Page 24, 5% through the story
Reynie wants to belong and is afraid of being an outcast, and he believes that this special opportunity will bring him to a place where he does belong. But this second test is proving impossible for him so far, which pushes him outside his comfort zone because, as such a brilliant child, he’s never had this much difficulty in academics before. But then…
As Rhonda passed by him on the way to her desk, she let fall a tiny slip of paper. It drifted down like a feather and settled lightly on Reynie’s desk. The test answers. …here he was, staring at a slip of paper that contained the key to all his hopes.
Now Reynie has a chance to achieve his desire, (passing the test) but taking it would be in direct conflict with his belief. He is forced to choose between his belief in being truthful and his desire of finding belonging, with his fear of being alone looming as a consequence.
Reynie stared a long moment at the paper, sorely tempted. Then he reached out and flicked it from his desk and onto the floor. What good would those opportunities do him if he wasn’t qualified to be given them? And where was the pleasure in cheating? If he couldn’t pass fairly, he didn’t want to pass.
Here we also see Reynie’s doubts, which is important. It’s not a no-brainer for him to refuse to cheat, it’s a hard decision. He is tempted. Just because he knows the truth doesn’t mean he isn’t internally conflicted, which is important, because that’s what makes a flat arc work. This, to me, is the exact beat where his arc is established.
Between structure beats, we meet the rest of the children.
FIRST PLOT POINT
THE CHILDREN JOIN THE SOCIETY
Page 83, 17% through the story
After learning about their mission, all the children eventually decide to join. But they all come to the same decision for different reasons, all of which are based on their fear.
Constance is afraid of being controlled—if the mission fails, then they will all be controlled by a terrible force.
Kate is afraid of being powerless—joining this mission will give her the chance to be powerful.
Sticky is afraid of being unwanted—being a part of The Society means he will be wanted.
Reynie is afraid of being alone—joining this group means he will be around children like himself. He will no longer be alone.



FIRST PINCH POINT
THE MEN IN THE MAZE
Page 107, 22% through the story
The next 13% of the story is basically one pinch point after another, which, although unusual, makes sense both logically and structurally. The kids are getting briefed on their mission and there’s a lot to explain. The stakes are set. The antagonist is introduced. The kids begin to discover that being a team will be difficult. There’s a lot of attention paid to Reynie’s sub-arc of becoming a leader, and the setting up of the arcs of Kate, Sticky, and Constance. In general, this is the section of set-ups, which will be paid off later in the story.
Admittedly, it’s not the most conventional pacing. I really enjoyed this section of the book when I read it for the first time, however, I know some people would just want to get straight into the adventure. This is a place where we can see a book bending the rules for the sake of its own structure, which is not necessarily a bad thing to do if you know what you’re doing.
The true pinch point, however, comes with the chapter, The Men in the Maze when two of Mr. Curtain’s recruiters attempt to capture the children, and almost succeed. The stakes are no longer theoretical and about the impersonal “entire world”; the children themselves are facing a concrete threat, and leaving will only put them in more danger. There’s no turning back now.
Act 2

PRE-MIDPOINT REACTIONARY HERO
THE CHILDREN BECOME SPIES AT THE INSTITUTE
Page 147, 30% through the story
In a flat character arc, the hero becomes continually more and more doubtful about the truth they believe. This section of the story before the midpoint is about the protagonist’s reaction to the consequences of the choice they made in the first plot point.
Thus, Reynie and the society enroll in the Institute and follow Mr. Benedict’s instructions. We’re introduced to the world of the Institute and all the dangers and mysteries hiding within. The Society listens and learns and reports back everything they find out to Mr. Benedict. The boys are doing well in their classes, striving to become messengers so they can discover more information.
They aren’t directly fighting the Lie, and Mr. Curtain, not yet. Other than signaling what they know to Mr. Benedict every night, they don’t need to take any direct action. No need to go “poking around” much to Kate’s disappointment. They’re just spies collecting information, and, while dangerous, as long as no one finds out, they’re technically safe.
GAME-CHANGING MIDPOINT

THE SOCIETY FEELS THE EFFECTS OF THE SUBLIMINAL MESSAGES
Page 215, 44% through the story
The midpoint is kind of like a second inciting incident, forcing the protagonist to make yet another choice and this time take direct action. Before, they were reacting to the inciting incident, and their plan was based on what happened then. Now, they’re forced to make a new plan.
When the society begins to experience the adverse effects of the hidden messages that only their truth-loving minds can detect, and Constance can actually hear the messenger’s voices, it raises the stakes considerably.
“Time is shorter than we thought.” Mr. Benedict tells them by morse code.
Their original plan, of laying low and being careful, isn’t going to cut it anymore. They’re forced to be a bit more bold and take bigger risks moving forward.
POST-MIDPOINT ACTION HERO
THE SOCIETY DECIDES TO CHEAT
Page 226, 47% through the book
In light of the hidden messages being broadcast directly, which shows Mr. Curtain is much closer to The Thing to Come than they thought, Mr. Benedict suggests direct action. Cheating.
Reynie is the one to solve the riddle concealing Mr. Benedict’s advice and thus the one to suggest cheating to the society. Cheating. The very thing he refused before in the inciting incident, because of how much he believed in the truth. At once Reynie is plunged into doubts about himself and the truth, wondering; “Was he perhaps not quite the truth-loving brave soul Mr. Benedict and everyone else thought him to be?”
Here we can see his doubts are still in full force, and that he will still have to overcome them in order to save the day.
But cheating, and more direct action, “snooping” as Kate puts it, gives them some crucial information and placement. They learn about brain sweeping, they spy on Mr. Curtain’s private journal, and Mr. Curtain himself seems to think very highly of Reynie. This new plan is allowing them to make better progress.
In creating character arcs, K. M. Weiland says;
“Now that the protagonist has seen the true power of the Lie, he’s also seen its weakness (even if it’s just a tiny one), and he’s determined to exploit it. His aggressive actions in this section will dramatically affect the world around him.”
SECOND PINCH POINT
STICKY IS CAUGHT CHEATING
Page 275, 57% through the story
On pinch points, Abbie Emmons says;
“Whatever the major “opposition” your protagonist is going to face off with at the climax of your story, that’s what you want to give the reader a taste of at this story beat. Ask yourself: How can I show the opposition/antagonistic force now getting closer to disrupting the protagonist’s life?”
For this second pinch point, Sticky is caught cheating and sent to the waiting room to be later interrogated by Mr. Curtain. The Society may be on the brink of being discovered, and therefore disaster.
After Sticky returns from the waiting room, Reynie hurriedly creates a plan to frame Martina Crowe—who is jealous of how well Reynie and Sticky are doing—for pushing Sticky to cheat and give her the answers. Mr. Curtains seems to believe Sticky, but the very next day, Martina is promoted to Executive, which has The Society questioning if they have, after all, been discovered.
Once again, the stakes have risen a notch. Now, not only do they know that they are in danger here, but they’re beginning to experience some of the danger directly. Sticky is still shaken from the Waiting Room, and doesn’t ever want to go back.
Something else important to note here is Reynie’s actions. Framing someone else to take the fall, while necessary for the mission and the safety of his friend, is certainly not a very truthful thing to do… Doubts grow stronger, and the readers may begin to wonder if Reynie will really remain steadfast in his beliefs or not.
While in a positive change arc, the protagonist will be flirting with the truth, and the reader will be thinking “Yes! You’re almost there!” In a flat character arc, the protagonist is flirting with the Lie, and the reader will be thinking “Oh no… you’re almost there.”
Act 3

SUPPOSED VICTORY
THE BOYS BECOME MESSENGERS
Page 308, 63% through the story
But then everything takes an unexpected turn. Sticky and Reynie are called to meet with Mr. Curtain and promoted to messengers! Mr. Curtain reveals that he did believe Sticky’s story, but that Martina was too important for him to lose, and the cheating itself is really inconsequential. Finally! They’re going to discover all the information they need!
Abbie Emmons says;
“Making progress with their new-and-improved plan, the protagonist feels confident they will be victorious. Or perhaps they have already overcome the smallest of the challenges and feel pretty good about their plan. Little do they know, disaster is on the way.”
DISASTER

THE WHISPERER, AND MR. CURTAIN’S PLAN
Page 324, 67% through the story
The society does discover the information they need, but it’s not very hopeful information. Mr. Curtain’s whisperer is powerful, and his plans are terrible. And more than that, the whisperer makes the messengers feel happy, it lies to them and calms their fears, and that comfortable delusion seems more comfortable than ever now.
The more he thought about his response to the whisperer, the more convinced he was that becoming a messenger had been a bad development, a blow to their mission rather than a boon–because he was too weak to handle it.
Once again, we can see Reynie’s doubts in play and we as the reader wonder with him: can he actually do this? That question is what keeps us reading.
DARK MOMENT
MR. BENEDICT WANTS TO SHUT DOWN THE MISSION
Page 352, 72% through the story
The children report their newly discovered information to the adults, hoping that in doing so, some responsibility will lift from their shoulders. That Mr. Benedict will have a plan.
But the opposite happens!
Mr. Benedict sends Milligan to tell them that all hope is lost, and that they must go into hiding. This is a true dark moment for all the children, and especially for Reynie. The person he looked up to above all the other adults is telling him it’s time to give up. And the idea of leaving the island, and the temptation of the whisperer behind, is inviting. An easy escape. A comfortable lie.
Of course, the children refuse to give up, with Kate leading the charge to stay. But doubts plague Reynie, that he is not strong enough, not smart enough, not good enough of a person, to keep hanging on to the truth.
AHA MOMENT
REMEMBER THE WHITE KNIGHT
Page 364, 75% through the story
The chapter “Remember the White Knight” contains part of Reynie’s personal dark moment, and his big aha moment. After a meeting of the society, Kate leaves on a dangerous mission, and Reynie finds himself wondering if he let her go alone because a part of him actually wants them to fail for the sake of the whisperer.
Laying in bed, Reynie articulates his beliefs and doubts in an imaginary letter to his beloved tutor Miss Perumal.
Miss Perumal,
Would you ever have thought I might choose a lie for the sake of my own happiness? The whisperer’s version of happiness is an illusion–it doesn’t take away your fears, it only lies to you about them, makes you temporarily believe you don’t have them. And I know it’s a lie, but what a powerful one! Maybe I’m not who I always thought myself to be. Maybe I’m the sort of person who will do anything to hear what I want to believe…
K. M. Weiland says;
“In a Flat Arc, the protagonist won’t actually doubt the Truth, but he will be brought to a point where he seriously doubts his ability to use the Truth to defeat the Lie. This is the scene where he throws stuff against the wall and rages against his own impotence. What’s the point of the fight-what’s the point of everything he’s already suffered—if all he’s been able to do so far is put a dent in the antagonistic force’s armor?”
In his darkest moment, believing that he cannot go on, Reynie signals one last plea for advice to the adults on the mainland shore.
“Remember the White Knight” Mr. Benedict signals back, which refers to a conversation Reynie and he had earlier in the book about the chess problem in the original tests.
The white knight had made a move, changed his mind, and started over.
“And do you believe that was a good move?” Mr. Benedict had asked.
“No, sir,” Reynie had answered.
“Why, then, do you think he made it?”
And Reynie had replied, “Perhaps because he doubted himself.”
Remembering this conversation, Reynie resolves to have more faith, and continue holding onto the truth.
CLIMACTIC CONFRONTATION
THE SOCIETY PUTS THEIR PLAN INTO ACTION
Page 400, 82% through the story
The children’s plan was bold, ill-formed, and likely to fail, and all of them knew it. They also knew they must act now or never.
Over the next seventy pages of the book, the children’s skills and teamwork are put to the test, from Sticky’s knowledge and Reynie’s leadership to Kate’s athleticism and Constance’s… well. Constance is there too.
This is the moment where everything comes together. Reynie proves his devotion to the hard truth above easy lies in his resistance against the whisperer, and his skill as a leader. Sticky and Kate have their own aha moments as well.
Kate chooses to save Constance, her teammate, (thereby choosing truth and friendship) at the expense of putting herself in a terrible situation where she must face her greatest fear of being powerless.
It took only one of those seconds for Kate to think: It has to be all four of us, but Constance can’t handle them. You can handle them, though. It will be rough, but you can handle them.
(Part of Kate believed this — a very important part, for Kate’s sense of invincibility was the main thing that had sustained her all her young life alone. But another part did not believe this — and it, too, was an important part, for unless you know about this part it is impossible to understand how brave a thing Kate was about to do.)
Sticky also chooses truth and friendship in a moment of great bravery, by resisting the whisperer, even though he knows it means giving up his chance to be wanted and valued by Mr. Curtain.
“You.. you really do want us, then?” Sticky asked.
“But of course I do,” Mr. Curtain said, with an encouraging smile. “I could use you both! And the sooner the Improvement begins, the sooner you’ll begin your new life. What better motivation to perform well, eh?”
Sticky’s lip quivered.
…
And yet, in these last days, he’d become friends with people who cared about him, quite above and beyond what was expected of him. With perfect clarity he remembered Reynie saying, “I need you here as a friend.” The effect of those words, and of all his friendships, had grown stronger and stronger, until — though he couldn’t say why he didn’t feel mixed up now — at the most desperate moment yet, he knew it to be true. There was bravery in him. It only had to be drawn out.
So it was that Sticky stepped in front of Reynie…
And of course we have Reynie’s moment of triumph as well. Let’s read this one in full, as it’s quite self-explanatory.
Reynard Muldoon, what do you fear most?
In his mind’s eye Reynie still saw the faces of his friends. Sticky, Kate, Constance — all watching him with concern. They’d been through so much together! Was he really going to betray them?
“You could never be more alone than if you betrayed your friends,” Reynie said to himself.
Instantly the Whisperer’s voice said, Don’t worry. You will never betray your friends. You are brave enough.
Reynie was so startled he almost laughed aloud. The Whisperer was too perceptive for its own good! At the most important moment of all, it had given him just the encouragement he needed — the encouragement to help him fight it!
Let us begin, said the Whisperer.
Reynie was flooded with a terrific sense of well-being. Real well-being — not an illusion at all. He would not betray his friends. He knew that now. He had confronted his worst fear, and now it was gone. No need for the Whisperer to deny it—there was nothing left to deny!
Let us begin, the Whisperer repeated.
Reynie braced himself. Let the worst come. He would be brave enough to resist, and he would not be alone.
Let us begin, the Whisperer repeated, more insistently.
Not just yet, Reynie thought.
Let us begin.
First let me polish my spectacles, Reynie thought.
Let us begin.
Not without my bucket, Reynie insisted. He heard Mr. Curtain muttering behind him.
Let us begin, let us begin, let us begin.
Rules and schools are tools for fools, Reynie thought.
VICTORY
THE WHISPERER IS DESTROYED
Page 471, 97% through the story
In the final moments of the climax, Reynie, Sticky and Kate have completed their character arcs and have come so close to destroying the whisperer. But it still seems like it’s not enough. Just as Mr. Curtain is preparing to brainsweep them all, Constance reveals her true power: her stubborn resistance. The very thing that has annoyed her friends to no end throughout the book is now what saves them in their time of need.
“Why…” Kate said, shaking her head to clear it. “Why did she yell your name?”
“The Whisperer asks for your name,” Reynie said. “Constance is resisting it.”
“Sticky Washington!” Constance shouted, and Mr. Curtain quivered with irritation.
“That’s the first time she ever used my nickname,” Sticky said. He sat up on his knees. “But why has the brainsweeping stopped?”
“Mr. Curtain must be focusing all the power on her,” Reynie said in a wondering tone.
“But why would he need to do that?”
Reynie leaped to his feet, having realized the answer.
“The Great Kate Weather Machine!” Constance shouted, and behind her Mr. Curtain said, “Bah!”
“Because she’s resisting!” Reynie cried. “And no one can resist like Constance!”
For a moment Constance and Mr. Curtain both trembled violently, as if caught in an earthquake. Perspiration poured down the face of man and girl alike. And then, in a voice so loud it hurt everyone’s ears, Constance exclaimed: “I… don’t… CARE!”
This was followed by a crazed string of negatives: “No! I won’t! I will not! You can’t make me! Uh-uh! Never! No!”
Mr. Curtain hissed. “Bend, you obstinate child!”
“NEVER!” Constance shrieked.
Constance chooses to risk her greatest fear, of being controlled, for the friends she has come to love and trust over the course of the story, completing her arc and saving the day. In turn, this shows just how much Reynie’s belief in the truth, despite his doubts, has positively affected Constance. The whisperer is destroyed, and the adults show up just in time to help the kids escape the island.
RESOLUTION
NEW FAMILIES ARE CREATED
Page 473, 98% through the story
The world is safe. Loose ends are being cleaned up, the emergency is no more, and all four of the children are finally given what they have always desired—a loving family of their own.
Kate is reunited with her father. Sticky is reunited with his parents, and their misunderstanding is cleared up. Miss Perumal adopts Reynie, and Mr. Benedict adopts Constance.
The fact that the children are able to accept these new families shows how much they have overcome their own fears and misbeliefs over the course of the story.
And yet, though things have changed, the most important ones have stayed the same, as the last few sentences of the book state beautifully:
“Just a few minutes more, Number Two. Let them play. They are children, after all.”
And this was certainly true, if only for the moment.

(Fanart by @slowinternet on instagram)
Whew. That was a lot, and months in the making. Everyone, go read The Mysterious Benedict Society if you haven’t already, or if you have, this is your sign to re-read it again!
If you’re new around here, I’m Millie Florence, a whimsical middle grade fiction author, and you can learn more about my books here.
Until next time!
docendo disco, scribendo cogito,
– Millie Florence
Such a great post! I love this analogy and I would love to reread this book. It’s one of my favorites ever!!!