There's a new villain in town, and he's not coming for the Spies but for Glitterstar, believing she's hiding a giant pearl. As the Spies try and protect their friend, they get trapped, and it's up to Toby and Glitterstar to save them and find the jewel.

The Spies are all set for a royal mission as royal treasures are being swapped with trash at the Hoity-Toity palace. But things go very wrong when Sam gets body swapped with Jerry's beloved pooch, along for the ride as Sam's royal dog!

Thinking life is back to normal, the Spies are shocked when a horrifying new boss at WOOHP summons them for their "retirement." As the Spies escape, they work with Toby and an unlikely ally to rescue Jerry and Zerlina and save all of WOOHP world.

Pop stars and performers start to go missing in Singapore, and Toby has been nabbed along with them! The spies embark on an old-fashioned country cruise disguised as a girl group to save them -- which forces Sam to face her paralyzing stage fright.

When the spies are framed and sent to Space Jail, they must escape back to Earth using Toby's help to prove their innocence. But they unknowingly bring back an evil stowaway who can conjure up thunder and lightning, causing a major storm for WOOHP.

When Sam and Glitterstar take an extra class at AIYA, they're shocked to see Mandy teaching, and even more surprised when they are sucked into her digital lesson! Now Clover and Alex must rescue them before they're trapped inside Mandy world forever.

The girls find themselves between a rock and a hard place. There's no way they're taking out Jerry and simultaneously, they've got to save Dean. What are they going to do?

The girls find WOOHP looking a bit different. Jerry reveals that it's all thanks to WOOHP's new Feng Shui guru, Yin Yang. Unfortunately, the guru makes Jerry so passive and calm that he doesn't do anything when the guru plans to rearrange the world. In a b-story, Clover hires an intern (unpaid, of course) to help her arrange her life.

Candy Sweet from season 1 "Black Widows" return with her brand new DVD that teaches moves to all the cheerleaders but also hypnotizes them to break her out of prison! After seeing a preview, Clover unwillingly becomes a brainwashed cheerleader. In a b-story, Clover and Mandy compete for Head Cheerleader. Villain: Candy Sweet.

The spies are sent to investigate the unusual fall of very large, very fast meteorites around the world, which leads them to a villain who has the technology to ""throw"" meteorites down to earth. The spies have to stop her and most importantly the ""big one"" -- a huge meteorite launched at top speed toward L.A. In a b-story, Jerry, concerned about the spies' newfound freedom, hires a WOOHP nanny to keep an eye on them.

A villain who wants to be the most evolved and advanced person on the face of the planet invents a crazy device which physically shrinks peoples' brains, causing them to regress to a more primitive state. Essentially, he's turning everyone into cave men. As society becomes more primitive, the world (including Beverly Hills), begins to turn into a lawless Mad Max-type society. In a b-story, Sam takes ""charm"" lessons to impress an extremely cultured boy at school.

Alex is sent to Dorsal Academy in England after getting all Fs in her report card when it was inadvertently switched with Mandy's report card, only to find out that the principal plans to turns everyone into dolphins! After Sam and Clover have rescued Alex, it's revealed that Alex's grades were really As and Bs and the person who got all Fs was Mandy! In the b-story, Jerry moves to spies' house when the bugs attacked his house. Villain: Principal Sharminston.

During a cheer leading practice, Mandy breaks a nail and has to work as a TV reporter to kill time for her nail to grow back. Meanwhile, during a clean-up of Jerry's office, the spies discover a gadget that accidentally sends them twenty years into the future. While there, they soon uncover the horrifying truth that Mandy rules Beverly Hills and she plans to 'Mandify' everyone! Teaming up with their future self, the girls must stop her and stop it from ever happening. The spies arrive to Future WOOHP and return to present by the time machine. In the end, the spies put the recreate nails in Clover's school wardrobe. Mandy sneaks in and takes the recreate nails. She's got normal nails again and decides to quit from work of TV Reporter. In the b-story, Mandy is upset because what she will do with her broken nails. Villain: Mandy. Note: This episode indicates that the timeline for season 4 occurs in 2005 because they say that when it's 2025, it's 20 years into the future.

The Bev Hills soccer team coach has retired and is replaced with a new one who has a ball that contains a mind-control chip to create the perfect soccer team. Alex is caught up in the game, turning into a ruthless and crazy player! It's up to Sam and Clover to save Alex. In the b-story, Jerry becomes hooked on video games. Villain: Bonita Bikham.

Clover, Alex, and Sam uncover that Mandy, Caitlin and Dominique have all been affected by an Evil Shampoo that has turned them into "spy-sassins" who have kidnapped the spies' mothers! Will the girls be able to save their mothers successfully or are they to determined to see that this is all a trap to destroy the spies?!

The spies face Terence and Dean in Beverly Hills for a final showdown in which even the best of spies will have trouble succeeding.

The Spies embark on the WOOHP Express with Zerlina, Blaine, Britney and Jerry to protect an uber important WOOHP device in a safe. But Zerlina disappears on the train, and now everyone is a suspect as the Spies realize things are not what they seem.

The Spies are shocked to find the new teacher at AIYA is Zerlina! But she's there undercover to track a mysterious figure who is ransacking the campus. Now the Spies are on a stakeout with their very own boss, and they cannot mess up.

Giant sinkholes appear out of nowhere, and the Spies are sent on the case. As they investigate, they discover the culprits are toddlers and their terrible toys! Meanwhile, Alex has taken on way too much covering for Glitterstar at the café.

The girls are shocked when Jerry announces that he's getting married! Although he admits it's quite sudden, Jerry is delighted to present his true love to the spies: Miss Myrna Beesbottom! Yes, the girls' nanny is back. Clover and Alex soon find themselves liking Myrna and help plan the wedding. Meanwhile, Sam uncovers the truth: Myrna's got a sordid past and her true love is power! In a b-story, the girls are smitten with Guillaume, their new French pool-boy.

With Jerry off fishing with the President in hopes of wangling a White House appointment the girls get stuck babysitting the president's 11 year old daughter Madison. Problem is that years of putting up with being surrounded by the media and the secret service have turned her into a real brat whenever her father's not around. All of which means the girls are keeping their distance making it easy for a giant robot spider to kidnap her and a mystery man demand a mad scientist be released or else Madison's never coming home!

A villain invents a device which literally captures extreme sports stars and places them into an extreme video game. B-story: Alex falls for a teen idol who turns out to be a computer-generated personality.

A magician, believed to be dead, goes on a spree of thefts, using his magic tricks.Our girls find that there's more than one reason magicians don't reveal their secrets!

Boogie Gus invents a gun ray that can not only make people look like from the '80s but also makes them younger! In the b-story, Jerry is having a date with his friend from the band. Villain: Boogie Gus (L.A.M.O.S.).

When the spies can't find the WOOHP building, they discover that a villain has traveled back in time to persuade a young Jerry to team up with him to start a different kind of WOOHP – the World Organization Of Hurting People. It's up to the spies to travel back in time and put Jerry on the right path. In a B-story, Clover explores the latest fad, hyper sonic speed dating.

The cruise ship Juliet disappears in the Mediterranean Sea. Our heroines investigate and find out that the passengers, and even Clover, have been turned into human-animal hybrids by a famous fashion designer. In a B-story, Clover tries to impress a guy with some really tall shoes.

Seemingly ordinary women across America keep going berserk and attacking men and unaffected women. All of the berserkers turn out to be descendents of an ancient guild of warrior women who intended to wipe out all men and inferior women. They failed but someone's reviving the idea using their descendents and Sam's one of them!

Noting that their boss is acting strangely, the spies discover that an evil scientist named Dr. V has taken over Jerry's brain. They end up being shrunk to micro size and put into Jerry in a micro-sub, as in the film ""Fantastic Voyage"".

The head of a modeling agency is stealing people's body parts to give her models perfect bodies. In A-B Story, Clover wants to win the ""Miss Groovy Smoothie"" beauty contest.

The girls become fugitives when they are duplicated by an evil genius who uses their clones to rob banks. In A-B Story, Clover and Mandy compete over a new exchange student from Texas.

Research Lab Scientists are being kidnapped into the middle-ages. In a B- story, Clover really wants to win the Halloween Contest that Mandy and her are competing over.

Giant chunks of land disappear and the Spies go undercover as camp counsellors to stop it. But juggling kids and nature is harder than it looks, and soon the Spies must track a missing camper as well as the villain while fending off giant vegetables.

Rumors are flying that a strange mythical creature is causing snowboarders to disappear. But that won't stop Clover reconnecting with her old flame Blaine on the slopes. Unfortunately, the path of true love goes even less smoothly on the snow.

The spies investigate a strange affliction where numerous talented teens (entertainers, athletes, etc.) mysteriously have lost their abilities. The spies trace the phenomenon to a talent camp, where teens go to further hone their skills. The spies go undercover and find that an evil and bitter villain is able to somehow extract the talent from the teens and administer it to herself. The spies try to defeat the villain before they lose all of their own personal talents. In a b-story, the girls decide to throw their first big house party.

A hot new yoga instructor is gaining popularity, along with hordes of intensely committed followers. As this almost cult-like group tries to recruit more followers through the use of force, the spies are put on the case. They soon find out that the mysterious figure behind the craze is none other than Shirley, the POWER YOGA CHI-KWON-DO instructor from ep #034 ""Boy Bands."" Can the spies stop Shirley and her super charged army of power yoga loyalists before they take over the world? In a b-story, Sam is failing gym class because she can't climb to the top of the rope and it's in jeopardy of throwing off her entire GPA.

The girls arrive at WOOHP to find that Jerry has retired. In his place is Mac Smit -- a handsome, charismatic, intelligent, cool, thirty-something who Sam develops a bit of a crush on. When strange things start to happen (the credit card Mac gave them turns evil, the car he lent them explodes) the girls deduce that someone is after Mac. As they follow clues to find out who the unseen assailant is, the girls soon discover it is Mac himself (he’s really a rogue WOOHP agent named Tim Scam). Mac’s plan is to use an Evapo-Blaster -- a device he developed when he was at WOOHP -- to dehydrate all the earth’s water. But first he must get rid of the spies -- just like he’s gotten rid of Jerry! In the b-story, the girls grow sick of the way Jerry is treating them and wish they had a new guardian.

An evil toymaker is creating mind-controlling toys that make adults act like children. In A-B Story, Clover want's to date Rick, an older guy who makes Clover think she has to act more mature just to like him.

When a brand new, super-chic, super-fast airlines debuts Clover is totally stoked - because she just won a contest to fly on the plane's maiden voyage!!! Clover, along with a gaggle of international mega-celebrities, will fly from L.A. to Paris in the blink of an eye! She is living the jet-set life… until the flight begins and she and the rest of the passengers find out that their pilot is actually a demented baddie suffering from a major case of CWS (Celebrity Worship Syndrome). Since he couldn't seem to hang with the cool crowd down on earth, he's decided to take them on a ""permanent vacation"" - he'll ""fly the friendly skies"" with them forever and ever! Of course, he didn't count on having a spy on board. And so, after a 911 x-powder call from Clover, it's Sam and Alex to the rescue. In a b-story, Sam and Alex are angry at Clover for ""forgetting"" to mail their contest entries. Entries for the contest that Clover's just won!!

Arnold accidentally comes into possession of a magic stone that siphons peoples' coolness (turning them into total nerds) and turns Arnold into a total hottie. Can the spies stop him before he transforms everyone on the entire planet into nerds? In a B-story, Arnold runs for class president.

The spies are sent undercover as farm workers to uncover a plot to turn humans into vegetable-like beings. It's up to the spies to save the day. In the b-story, Clover decides to not be dirty any more. Villain: The Vegan Farmer.

Terence is back and he calls in Tim Scam, Helga Von Gugen, Boogie Gus, and Myrna Beesbottom to create the 'League Aiming to Menace and Overthrow Spies', the LAMOS. Also Myrna creates triplet male androids Scyler, Tyler, and Wyler that can drain the girls' energy to destroy them and WOOHP. In the b-story, Clover and Mandy compete to be the best photogenic. Villains: Myrna Beesbottom (L.A.M.O.S).

A villain is stealing kids youth using a gem to make himself and his cronies immortal. In a B-Plot, Sam enters a Youth Contest but is worried she won't win because she thinks she has one grey hair.

Sam and Alex confront Clover about slacking off during their missions. After losing track of Clover on their next mission, they find she has single-handedly defeated the villain. Suddenly, Clover is acting differently. Her spy skills keep getting better and better. When Sam and Alex investigate, they find out that Geraldine, head of rival agency S.P.I., has secretly modified Clover into a super agent so she can recruit her. In the climax, it's Sam and Alex versus the super agent Clover to try and get their best friend back. In a b-story, Clover's busy social life is interrupted when she becomes a super agent.

Das Coffeehaus, a brand new, chic coffeehouse chain, opens its doors and becomes incredibly popular... literally overnight. The chain's signature treat is a dip in the ""Perkolator 9000,"" a crazy machine that submerges patrons in a full-bodied coffee bath. When perky patrons are suddenly reported missing, Jerry sends the girls in to investigate. What they discover is an evil Barista brewing up a mighty revenge from his underground beanery/lair. In a b-story, Mandy discovers the spies' secret… and, impressed by her tenacity, Jerry decides to make her a spy!

A sinister cookie manufacturer creates a highly addictive cookie which makes all who eat it severely fat. B-story: Clover won’t wear a hat that isn’t her “normal” size.

A computer geek turns his mega-computer against those who have wronged him. It’s up to the spies to stop the computer before it carries out plans for mass destruction. B-story: Sam abuses her “student judge” power.

The brains of the world's top scientists are being sucked dry by strange creatures from the ocean controlled by a former janitor who wants the world's memories in his hands! In the sub-plot, Sam saves Mandy and her hair after releasing it from a clay pot! Mandy wants to be Sam's best friend but actually cramps her style in the process!

With Blaine off on a top-secret mission, Clover tries to cheer herself up by doing all the things she loves to do – going to her fave members-only spa; shopping at her fave boutique; and eating at her fave veggie restaurant. Unfortunately, "Operation Self-Love" doesn't go quite as planned. Geraldine creates the holographic image of Clover and steals Sam's essay, ruin Alex's car and steals a WOOHP weapon. Sam and Alex yell at Clover. When Jerry calls, Clover is suspended from WOOHP. Clover is sad. Clover is framed and discovers it's all Geraldine's fault. Meanwhile, Blaine arrives at Geraldine's island, but he's kidnapped by Geraldine and calls Clover. Clover rescues Blaine, but she's kidnapped too. Meanwhile, Sam, Alex and Jerry learn everyone was framed by Geraldine. Sam and Alex arrives at Geraldine's island to save Clover. Clover and Blaine are rescued, but Geraldine has escaped from the island. She's defeated by the spies and Blaine. After Geraldine is arrested, Sam, Alex and Jerry apologize to Clover. Jerry hires Blaine to WOOHP and Blaine is sent to WOOHP Headquarters in Australia. Clover is sad, but she finds out she can visit Blaine on vacation. In a b-story, Clover faces a life where everything is turned upside down.

Musician Ricky Mathis becomes an overnight sensation thanks to his song "Rock Legend." When his music causes his fans to become obsessive and destructive, Sam, Alex, and Clover are called in to investigate the cause of this fanatical behavior under the guise of a supporting band. While Clover is enchanted by Ricky's music, Sam and Alex investigate the recording studio and discover they are using special glowing CDs that brainwash listeners. They must stop manager Sebastian Saga from using Ricky's music to take over the world. In the subplot, Clover has a crush on schoolmate Damon Reynolds, who plays guitar and hangs out with school diva and rival Mandy.

It's Greek week at Mali-U and Clover is psyched because she's going to pledge a new sorority, Phi Epsilon Phi, or PEP for short. Sam and Alex aren't too interested, especially when they discover that Mandy and her equally obnoxious cousin Mindy, whom the girls find out go to their school, are both PEP hopefuls! And the leader has a sinister plan which involves brainwashing her cronies! In a b-story, the girls each try to find a university activity to join.

Fights break out all over Singapore as strange creatures with hairy feet cause trouble and "troll" people. The Spies are sure their friendship won't be affected, but when it is, Mandy comes to the rescue -- and the villain is linked to a past enemy.

At the annual WOOHP picnic, the girls are surprised when the Most WOOHP-tastic Agent award goes to none other than… Clover, for her apprehension of Senor Starchy, an evil dry cleaner bent on "straightening out the world"! Clover is ecstatic when she hears about the perks that come with the award and it's not long before Clover lets the Spy Stardom go to her head. She begins to act superior to her spy-mates, and makes them do all the dirty work on missions because she thinks it's beneath her. Can the girls stay together as a spy team and stay friends? In a b-story, the girls hang out with Dean at the WOOHP picnic and old flames are rekindled.

When online celebrities lose their talents for no reason, Zerlina calls in the Spies to investigate at a prestigious celebrity event. No problem, except the Spies are already going with Glitterstar! Can they catch the culprit without blowing their cover?

A former famous manicurist has plotted revenge on a salon for stealing his customers by using his former customers as minions. And Clover unwillingly becomes one of his minions, leaving only Sam and Alex to stop the powerful army from destroying their favourite salon. In the b-story, Clover goes into a pageant for being a Miss Mega Mania. Villain: Manny Wong.

When plants take over Rio de Janeiro and other cities, the spies must defeat the technology-hating, forest-loving Brazilian woman Shelly Junglelove.

Sam, Clover and Alex finally piece together their former lives but have they done so too late? With the LAMOS already taken Jerry captive and moving in on WOOHP, can the girls stop the LAMOS from carrying out their evil schemes without revealing that they got their memories back? Villain: L.A.M.O.S. (Terence Lewis, Boogie Gus, and Helga Von Guggen).

When the streets of Singapore explode with trash, it seems like The Slob is back in town. But with The Slob in jail, the Spies have a copycat on their hands. As the Spies race to clean up the crime, Alex stresses about impressing her new, very tidy coach.

A famous dog has disappeared. The spies are sent to the dog show to find out what happened.

A former beauty creates beauty products that gives terrible results! Sam and Alex suffer the ill-effects as well. It's up to Clover to save the day! In the b-story, Clover turns herself into ugly girl when she thinks she was rejected. Villain: Miss Vanity.

It is graduation time at Beverly High, but just as the ceremony gets underway, the entire graduating class, including Sam, Clover, and Alex, mysteriously black out. When they wake up, they are surprised to find themselves back at school.

The Spies fashion design class wins a Trip to Versailles. This is the Part 1 of the one hour special.

The Spies are sent on a chilly mission to stop a villain who has brought woolly mammoths back to life, convinced their wool is the best for their line of knitted items. But this villain has a bigger goal -- to send the Earth back to the Ice Age. Brrr!

Zerlina calls the Spies for a romantic mission -- weddings are being ruined when the couples are turned to stone at the moment they say "I do." With Sam and Toby posing as bride and groom, will they suffer the same fate? Or worse, will they have to kiss?!

The girls have to find out what happened to several famous figure skaters, and are eventually involved in a mission to defeat Iceolina Hahiki, a teenage Hawaiian figure skater terrorist.

After a long summer of no action, the Spies think they may have lost their edge as they fumble fighting a giant robot panda unleashing frozen terror on the streets of Singapore. Can they prove they've still got what it takes by powering-down the panda?

It's the holiday season but the Spies don't get a vacation. Their latest mission is to investigate an Unidentified Flying Object - right above Beverly Hills! After the Spies finish investigating, the town gets a strange weather twist in the form of a blizzard. While everyone is snowed in, the Spies race to find the culprit and stop the snow before the town is completely buried! In a b-story, the girls take part in the Mali-U Secret Santa exchange and learn that the holidays aren't about materialism.It's the holiday season but the Spies don't get a vacation. Their latest mission is to investigate an Unidentified Flying Object - right above Beverly Hills! After the Spies finish investigating, the town gets a strange weather twist in the form of a blizzard. While everyone is snowed in, the Spies race to find the culprit and stop the snow before the town is completely buried! In a b-story, the girls take part in the Mali-U Secret Santa exchange and learn that the holidays aren't about materialism.

Mandy gets a social network called Mandy Book with 1300 followers. But what does it have to do with frequent waves in the university?

While they were looking forward to a fun weekend away from WOOHP the school ski trip becomes a disaster when Sam, Clover and Alex find themselves sharing a room with Mandy. If that's not bad enough one of their old enemies has escaped and is looking for revenge so they have to avoid getting killed and capture Dr Gelee without tipping off any of their classmates that anything strange is happening.

When waves start rolling upside down, the spies discover someone is messing with the moon and turning it into cheese! They track the villain to Paris and the Eiffel Tower, where they have the cheesiest fight of their lives!

With little happening in the world of espionage, Sam, Clover and Alex decide to take a little jaunt to the Italian countryside. They arrive at a quaint Tuscan villa that is the picture of serenity. Unfortunately, the serenity doesn't last long. In the b-story, Sam has but one wish: to visit Rome.

Evil mime Jazz Hands opens his own theme park: Mime World! The Spies work undercover at the theme park to discover what his plan is, but it's bigger and more terrifying than they'd expected! Can the Spies defeat Jazz Hands and his army of mimes? In a b-story, Jerry tries a new hair tonic… that causes hair to grow everywhere but on his head!

Peril is afoot at Buckingham Palace when the famous American fashion designer Wera Vann creates a deadly robot wedding dress for the new Princess of England. The spies must defeat Wera or the wedding will be a disaster.

Ever since the grand opening of a new cupcake company, people have been behaving strangely. Could there be a connection between the two?

When Alex brings home a basket of kittens, Clover smells a rat. Turns out she's right as Clover gets catnapped by an evil villain who is determined to infiltrate WOOHP. But as the spies fight back, they realize this villain is not working alone...

Looking for Mother's Day gifts for their mothers, Clover, Sam and Alex find a flyer about a special offer at a spa. But after they get there they notice that their moms are not behaving normally. They find out that their arch nemesis Tim Scam has escaped from prison and has taken over their mothers. Jerry on the other hand is spending Mother's Day at his mom's house.

When Sam, Clover and Alex find themselves under attack at various locations throughout Mali-U, they begin to suspect, because of the nature of the assaults, that past villains are to blame. However, when Jerry informs them that those villains are still secured in the WOOHP prison system, the girls are perplexed. It eventually becomes clear that their friend Britney is possessed from an accident involving her virtual training, causing her to change into these villains and even adopt their personalities! Can the spies rid their friend of the virtual demon that took possession of her? In a b-story, Mandy and Mindy start a smear campaign in an effort to turn everyone in the dorms against Sam, Clover and Alex, forcing the girls to go around in disguises and find evidence which can hopefully clear their names!

A bitter, formerly world-renowned dentist is bent on revenge against those who destroyed his practice. Armed with bizarre dental equipment, he turns his victims into dental disasters – including the spies. In a B-story, Mandy goes broke.

Zanzibar is winning every event in the Winter Olympics despite the fact they aren't even training. The spies go undercover at the games to find out if the team's coach has developed a new and undetectable method of cheating but find themselves in hot water. Or rather cold water as Sam and Alex face drowning in an icy lake while Clover undergoes another bizarre physical transformation.

When Jerry WOOHPs the girls right in the middle of a homegrown mani-pedi (courtesy of Clover, see b-story), they know it must be serious... and it is. Jerry informs the spies that fellow teen spy hottie Britney (from ""Alex Quits"") has crashed in a WOOHP chopper on a remote island in the middle of the Atlantic Ocean. Jerry explains to them that the island is a top secret holding facility for WOOHP's most dangerous baddies (humans, robots, mutants, aliens, you name it)! Just when the girls think things couldn't get any worse, Jerry informs them that Britney's chopper destroyed the island's security system when it went down -- and now the island's ""residents"" are running totally wild. And one more thing: the girls only have a few hours to save Britney before the island self destructs! In a b-story, Clover becomes a ""Beautylicious Betty"" -- a peddler of overpriced, shoddy beauty products that eventually enrage all of her customers.

Jerry sends the spies on a mission where they quickly capture a ridiculous villain who created a special serum to turn him into a real-life version of Humongo Man – his favorite childhood action figure! Also, Alex goes on a date with Virgil, but when she decides that they should be "just friends" he doesn't want to give up- and accidentally stumbles upon the girls in full Spy gear! This gives him a new idea to win Alex over, but will it end up fantastic or disastrous? In a b-story, Clover and Sam vie for Employee of the month at Mali Café.

The hottest digital game in Singapore just got real. The work of a new cybervillain unleashes giant creepy crawlies, landing the spies deep in cyber-slime. Will the spies make it through in time for Glitterstar's mysterious invitation?

When a toaster attacks Mandy, the Spies must figure out why digital appliances are going rogue. But when WOOHP tech turns against them, the spies discover with Toby's help that going "vintage" is pretty cool and the answer to bringing down the villain.

When secret government installations are being invaded by mysterious unseen forces, the spies are sent to investigate. It seems that bugs have been trained by someone as part of a plot to destroy the earth. The only survivors will be the insects and their half-human, half-insect king Max Exterminus (Exterminus has been injecting himself with cockroach DNA). Of course, every king needs a queen, so Max Exterminus kidnaps Alex. In a b-story, Alex starts dating a somber goth guy.

It's that magical time of year again – time to crown the new Miss Beverly Hills. Among this year’s hopeful contestants are Mandy and Clover. In order to get that extra winning edge, both Mandy and Clover unwittingly decide to get a special full-body makeover that promises to make their hair, smiles, eyes and even their attitudes bigger. But as they are getting their treatment, a shadowy figure sneaks into the spa and puts a microchip into Mandy’s machine. At first, Mandy is pleased with the results of her treatment which seems to have worked better than Clover's. She doesn't realize it at first, but as she gets larger and larger, she can't deny what's happening to her. As the spies start to investigate a rash of disappearances among Miss Beverly Hills contestants, they find out that Mandy, who has now grown nearly fifty feet tall, is behind the crimes! They also discover that along with becoming bigger physically, Mandy's meanness has also become magnified--and in an effort to win the competition, she decided to take out the other contestants. It's revealed the shadowy figure is Smalls! The spies save the contestants and Mandy attacks the spies. Smalls arrives and turns Clover into a giantess. As Clover and Mandy are fighting, Sam and Alex defeat Smalls and return Clover and Mandy to their normal size. In a b-story, Clover tries out an entire litany of ridiculous talents to find something she's good at so she can win the talent portion of the Miss Beverly Hills competition. Villain: Mandy (Diminutive Smalls).

Sam, Clover, and Alex arrive at Malibu University (or Mali-U for short) - a gorgeous school overlooking the Pacific Ocean as they prepare to begin their lives as college students. However, because they enrolled at the last minute, Sam has to room with Stacy, a sophomore, while Alex and Clover room across the hall.

It's Saturday afternoon and, after Jerry tells the girls he has no mission for them, Sam, Clover and Alex are pumped for a totally shop-tastic day at The Groove! As an added bonus, when they get there they discover that there's barely anyone shopping – which makes for easy access to all their favorite boutiques. With the exception of a few strange occurrences everything is golden. That is, until the girls try to leave, and find themselves trapped in the Groove! Can the Spies get themselves out of this situation without any help from WOOHP? In the b-story, Jerry gives the girls WOOHP coupons.

When obsessive spy fan Lisa kidnaps spies for her human menagerie, the girls must stop her.

Shoppers are being abducted from a chain of stores in malls all over the world and brainwashed into becoming anti-mall terrorists.

A mime plans to turn everyone into silent mimes with his accordion after a failed performance in order to get revenge, another way to stop Alex from telling Sam & Clover's secrets! In the b-story, Sam and Clover are mad because Alex tells their secrets. Villain: Jazz Hands.

It’s the day before the first day of Spring and Sam, Clover and Alex are at The Groove shopping for a new wardrobe when they come across a mystery vendor selling totally cool bracelets! Happy that they’ve finally found a fashion item that Mandy doesn’t have, the girls eagerly pop them on! The next morning, however, the girls wake up feeling quite strange. What they don’t realize is that the bracelets, were specifically designed to knock out the girls memories of being spies! With no recollection of WOOHP, or their super-spy abilities, the girls go about their lives like normal teens -- allowing the LAMOS to pursue their latest evil plot: to abduct and eliminate Jerry for once and for all! Will the girls be able to piece together the memories of their former lives and save Jerry… or will they remain permanently clueless? Villain: L.A.M.O.S. (Terence Lewis, Boogie Gus, and Helga Von Guggen).

Concerned about their friend, Alex and Clover decide that the only way to find out what's wrong with Sam is to spy on her! But what will happen when they find that Sam is involved in some shady activities? They find out Sam is going undercover as a villain, even teaming up with Jazz Hands (just to defeat him, of course). In a b-story, Mandy and Mindy move in to the girls' penthouse when a pipe in their dorm room breaks.

Clover takes a theater class at Mali-U, and pretty soon, everyone around campus starts acting freaky! Anyone who is in the play starts to act like their character both on and off of the stage. Is there something more to this than just method acting? In a b-story, Clover takes a theater class to meet artistic boys.

The spies land in a real stink when the smelliest fruit on earth comes alive and attacks them! Giant durians are on the rampage, and things get worse when Alex sympathizes with the eco-villain and Clover is distracted about where to take her date.

Sam, Clover, and Alex realize that something very strange is going on after the attacks in the Palace of Versailles. Not only were they attacked by a very weird creature whose footprints are extremely odd, but they also soon discover that several students from their trip have also gone missing. After Jerry informs the girls that the missing key they discovered earlier is linked to Versailles itself, the spies flee from a palace statue that has come to life, as they are reunited with the rest of their class in a dungeon beneath the palace itself. Eventually they learn ...

Following a humiliation in the lunchroom, Arnold is left depressed. That night, as they watch someone breaking into an armoured van, Arnold dressed as a superhero appears, and attempts to capture the man. The van seals, and drives off a cliff. Sam, Clover, and Alex save Arnold beforehand, and make him swear to keep their identities secret. Geraldine Husk appears after the spies leave, and gives Arnold a utility belt. The next day, Arnold's superhero alter ego has been reported saving people, but the device is secretly brainwashing Arnold to destroy the spies. In a b story, Alex finds a stray puppy, and looks after him, as she attempts to find the owner. Villain: Geraldine Husk.

For their third and final Euro-mission, Sam, Clover and Alex are sent to check out the mysterious disappearances of various European fashion critics (including Beatrice Bash, editor of Fashion Slam! magazine). In a b-story, the girls are reacquainted with Guillaume, their former pool French boy… and this time they

When Clover reads about the opening of a brand new underwater hotel off the coast of Malibu, she's totally psyched. Only when she tries to make a reservation, she's told that it's for VIPs only. Unless she's a movie star, pop singer or celebutante, she isn't welcome. Meanwhile, Jerry informs the girls (Sam, Clover, Alex and Britney) that water levels around the Earth are on the rise. He sends them to check it out. In a b-story, Alex gets over her jealousy of Britney.

When strange attacks on students are reported all over the Mali-U campus, Jerry enlists Sam, Clover and Alex to check it out. Is it just a coincidence that all the attacks happen to athletes? In a b-story, Alex is selected to be the new Mali-U mascot… only instead of getting to wear a cute mermaid costume, she's forced to dress as a can of dolphin-safe tuna!

When strange tides hit and things start floating, the girls are lead to a nutty wannabe astronaut named Aimee "Cosmo Stratus" Cooper, who intends on making the troubles continue.

Helga Von Gugen is back with her new line of clothing, Mystique. It apparently sucks the life out of anyone darring to wear them. In A B-story, Sam depends on Tyresius, the new mall-psychic who's really a clown.