Totally Spies: Episode List (Seasons 3 and 4)

1 (53)- "Physics 101 Much?"
Airdate: October 3, 2004

The spies are sent to investigate several mysterious thefts of high-tech gadgetry. What they discover is a villain who can create a small force field that cancels the effects of gravity. With plans to use his device on a much larger scale, can the spies stop him before it's too late?

In a b-story, the girls move into their new villa while their parents are on business vacation in Europe and compete over who gets the best bedroom. And Jerry remodeled his office. Eventually Clover gets the bedroom but quickly changes her mind about it when she discovers she's next door to her sworn enemy, Mandy.

2 (54)- "Freaky Circus Much?"
Airdate: October 10, 2004

Jerry sends the girls to Toronto to investigate a rash of missing people reports. Their investigation leads them to a strange circus filled with all kinds of extraordinary creatures. Is the ringmaster of the circus responsible for all the missing people? And Clover and Alex experience the opposite side of beauty when they become hideous freaks with Alex becoming a fish and Clover turning into an elephant. Can Sam stop the ringmaster before it's too late?

In a b-story, Clover signs the girls up to star in a new reality show – and the camera crews arrive in full force.

3 (55)- "Computer Creep Much?"
Airdate: October 17, 2004

An evil computer software designer develops a computer virus that turns people into zombies when they are exposed to it. People are exposed to the virus through computers, palm pilots, cell phones, and even the spies' own electronic gadgets! Clover and Sam are also infected in the process. Can Alex defeat the designer and his evil plans before she and her friends, and the rest of the world, become infected forever?

In a b-story, Alex has to get a job to help pay the rent. Only it involves an embarrassing chicken suit! Meanwhile, Mandy laughed at her because of her job.

4 (56)- "Space Much?"
Airdate: November 7, 2004

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' new found freedom, hires a WOOHP nanny Myrna Beesbottom to keep an eye on them much to the spies' dismay.

5 (57)- "Evil Coffee Shop Much?"
Airdate: November 14, 2004

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 "Percolator 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 finds out that Sam, Clover and Alex are spies. But impressed by her "tenacity" and "quick wit," Jerry decides to make her a spy. Chaos ensues.

6 (58)- "Forward to the Past"
Airdate: November 21, 2004

When the spies cannot 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 Harming 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, hypersonic speed romantic dating.

7 (59)- "Planet of the Hunks"
Airdate: November 28, 2004

A rich and powerful princess (the "spoiled-brat" kind, not the "royal" kind) is abducting hunky men from around the world to keep in her "human zoo" for her own amusement. The spies are sent to investigate and find that after the princess grows tired of the men she's abducted, she puts them in a "thunder dome" type arena where they must fight for their own survival against her personal robot gladiators. As the spies try to thwart her strange operation, they find themselves fighting for their lives against the princess' latest toy – Magnaglad, a super-sized robot gladiator!

In a b-story, Alex and Sam read Clover's diary. What they read causes the trio's relationship to fall apart.

8 (60)- "Morphing Is So 1987"
Airdate: December 5, 2004

Tim Scam is back and this time he's built a morphing robot (think "Terminator 2: Judgment Day") that can effortlessly create an exact copy of anyone it touches; but the copy comes with a darker, more ruthless personality. When the spies least expect it, people in their daily lives start to attack them. But things get more deadly when Scam's new creation adopts Samantha's identity. As Scam plans to attack WOOHP, only Alexandra, Clover, and Jerry Lewis stand in the way of WOOHP being crushed forever.

In a b-story, Sam becomes a taskmaster, micromanaging Clover and Alex's work schedule. However, by episode's end, Clover and Alex discover Sam's lackluster cleaning habits.

9 (61)- "The Incredible Bulk"
Airdate: December 12, 2004

When exercise aficionados around the world behaving strangely, growing enormous muscles and developing strangely colored skin, super-human strength, and seriously uncontrollable tempers, Jerry puts the girls on the case. Their investigation leads them to an ex-Mr. Planet (1977) (think Arnold Schwarzenegger) whose brand new product, "Bulky Bar", is causing his competitors to go beserk. Alex defeats him by consuming a number of his muscle bars to become taller and stronger, matching and then exceeding his power, eventually causing him to surrender.

In a b-story, Alex meets a really cute bodybuilder at her gym and they totally hit it off, that is, until he begins to "change." Alex tries to pick up where she left off with Raymond. Unfortunately the effects of the bars do not wear off immediately for her, and as he is turned off by women who are stronger than he is, he runs away just as an enraged Alex has to be restrained by Sam and Clover.

10 (62)- "Super Nerd Much?"
Airdate: December 19, 2004

Arnold accidentally comes into possession of the Cats Eye Emerald, a gemstone that siphons coolness from others (turning them into total nerds) and causes it to go to Arnold, rendering him attractive. Can the spies stop him before he transforms everyone on the planet into nerds?

In a B-story, Arnold runs for class president.

11 (63)- "Dental? More Like Mental"
Airdate: March 6, 2005

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 and minions – including Sam. With their friend having been brainwashed into an evil dental assistant, Clover and Alex are forced to do battle in order to rescue Sam and stop Dr Jay once and for all.

In a B-story, Alex has a toothache but is too afraid to go to a dentist. Also, the girls suspect Mandy's family has gone broke due to Mandy's sudden uncharacteristic behavior, but it turns out that Mandy's mother confiscated her credit cards due to her poor grades in school.

12 (64)- "Escape From WOOHP Island"
Airdate: March 13, 2005

Britney's plane goes down and the island she crash lands on to is set to self destruct in two hours! The girls must find Britney and save her while avoiding attacks from the island's three most dangerous villains: Gargantuan, the Surgeon and Alienator, before the island explodes.

In the b-story, Clover becomes the consultant of the cosmetic shop and Sam and Alex grudgingly pay for her skin-care products because they bought it because of their bodies. Soon the cosmetics cause itchy spots to appear on Sam's face while Alex's hands become very hairy and they force Clover to get their money back.

13 (65)- "Scam Camp Much?"
Airdate: March 20, 2005

The spies investigate a strange affliction where numerous talented teens (entertainers, athletes, etc.) mysteriously have lost their natural talents and abilities. The spies trace the phenomenon to a talent camp, where teens go to further strengthen and improve their natural abilities tenfold. 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. Sam also undergoes the effects. Clover and Alex 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. However, Mandy seeks to upstage them.

14 (66)- "Evil G.L.A.D.I.S. Much?"
Airdate: March 27, 2005

It's X-Mas time and WOOHP is hosting its annual holiday party. Like all things WOOHP, the boredom does not last long. When a glass of punch is spilled on G.L.A.D.I.S.(Gadget Lending And Distribution Interactive System), she sizzles and sputters... then goes positively nutty and starts to take over, locking everyone inside the building and launching an all-out war against the spies and the other agents! Jerry reveals G.L.A.D.I.S.' dark secret to the spies. With the new information, the spies race to stop G.L.A.D.I.S. before it destroys WOOHP and the world.

In a b-story, Mandy and Clover compete over a pair of Yves Mont Blanc boots.

Note: Evil G.L.A.D.I.S. is somewhat a parody of HAL 9000, from 2001: A Space Odyssey

15 (67)- "Super Agent Much?"
Airdate: April 3, 2005

Sam and Alex confront Clover about slacking off during their missions. After losing track of Clover on their next mission, they find she has managed to single-handedly defeat the villain. Suddenly, Clover's beginning to act very differently. Her spy skills keep getting better and better as she begins developing superhuman strength, agility, endurance, durability, stamina, and endurance but the new skills have come at a price because Clover is becoming very aggressive and sociopathic, preferring to work by herself. When Sam and Alex investigate, they find out that Geraldine, head of rival agency S.P.I., has secretly modified and upgraded Clover into a super-enhanced spy agent so she can recruit her to become a full-time spy for her organization instead of WHOOP. In the final battle, it's Sam and Alex facing off against Clover as the two attempt to try to get their best friend back.

In a b-story, Clover's busy social life is interrupted when she becomes a superhuman spy agent.

16 (68)- "Evil Airlines Much?"
Airdate: April 10, 2005

When a brand new, super-chic, super-fast airline 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 could not 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 did not 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 because Clover didn't send their applications for the contest and they're both stuck testing new WOOHP gadgets.

17 (69)- "Creepy Crawly Much?"
Airdate: April 17, 2005

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 plan to conquer the Earth. When bug venom is released into the jet stream, the only survivors of the "insect-caused human genocide" will be the insects and their half-human, half-insect king Max Exterminus (as Exterminus has been injecting himself with cockroach DNA via the Bug Maker).

Max becomes lovestruck with Alex, and because "every king needs a queen", Max transforms and kidnaps Alex in an attempt to make her into just that - his co-ruler, his beloved wife and the mother of his "larvae". (Some fans are divided on whether or not Max is truly in love with Alex, although clues are provided in the episode).

In a b-story, Alex starts dating a somber goth guy that loves poetry, but he later dumps her when her happiness ruins his image.

18 (70)- "Truth or Scare"
Airdate: April 24, 2005

During a game of "Reality or Risqué" (a variation of the classic "Truth or Dare") Alex is asked to reveal who her best friend is. When Alex refuses to say whom she likes better, Sam and Clover start to get way competitive – vying for Alex's affection!

Meanwhile, a tabloid journalist has invented a truth serum gas that he uses to gather scandalous information from celebrities for his new tabloid, "Yes Way". When the spies try to stop him, Alex ends up getting gassed and reveals the existence of WOOHP. The journalist's plans suddenly change with this new information, and he wants to use Alex to take over WOOHP and destroy his competition.

In the b-story, Alex admits that her oldest friend is Ollie, a stuffed turtle she's had since she was two (this was while she was under the influence of the truth serum). But after the mission's over, Alex truthfully tells Sam and Clover that while Ollie's her oldest friend, they're her best friends and that she could never choose between them.

19 (71)- "Feng Shui Is Like Sooo Passe"
Airdate: May 1, 2005

The spies are shocked to discover that Jerry has hired a Feng Shui master. Little do they know that the Feng Shui master has a delusional plan of attempting to relocate all the continents by using WOOHP technology and bring them together to create happiness and yin-yang balance which will result in the world being destroyed. Can the three girls stop him from carrying out his crazy goal?

In the b-story, Clover hires Tara to be her personal assistant, but Tara decides to essentially change herself into a clone of Clover.

20 (72)- "Evil Valentine's Day"
Airdate: May 8, 2005

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 (mainly Clover and Alex) are smitten with Guillaume, their new French pool boy.

21 (73)- "Halloween"
Airdate: May 9, 2005

Clover is babysitting Chucky, the obnoxious son of her mother's best friend, on Halloween night, but luckily she is able to rope Sam and Alex into hanging out with her so it will not be such a drag. The girls take Chucky trick-or-treating in the eerie gated community he lives in, but none of the neighbors seem to be home. They find out that the neighborhood is associated with a curse, which manifests itself after Mandy summons a spirit. The inhabitants are turned into ghouls bent on destroying the spies. Clover unwillingly becomes a hideous ghoul, undergoing another painful transformation, and Mandy becomes the ghost's queen! Can Sam and Alex survive the zombie attack and turn things back to normal before Chucky's mother gets home?

In a b-story Jerry is going to his first ever Halloween party and keeps seeking the girls' advice on costumes.

22 (74)- "Power Yoga Much?"
Airdate: May 22, 2005

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 and kidnappings, 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 episode #034 "Boy Bands." Bitter over losing her studio, she's back for revenge and has gathered up people from her original classes to join her in her quest for power. But during the escaping process, Sam ends up being brainwashed, turning against her friends. It now falls to Alex, Clover, Jerry and the WOOHP agents to stop the Kung-Fu Fon-Do studios from being permanently put out of business.

In a b-story, Sam's climbing phobia is threatening to ruin her GPA.

23 (75)- "Head Shrinker Much?"
Airdate: May 29, 2005

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.

24 (76)- "Evil Promotion Much?" Part 1
Airdate: July 31, 2005

A new day begins, but Sam's juice and Clover's toothpaste are tasting like carrots. Alex tells them that she is starting a rabbit diet and made everything carrot tasting. The girls get WOOHPed to Jerry's office where he is talking with his mother via cell phone. Jerry tells them that his mother is visiting and also that they got promoted to become super spies, which means more dangers, more responsibilities, and more missions. The girls are shocked and are WOOHPed to the training facility where they will be trained to become super spies.

At the facility, the girls meet the administator, Terrence, and their co-agent, Dean. The girls get a crush on Dean. Later that night, the girls and Dean arrive at a dinner where they get lockets. They open the lockets and find that there are their holographic trainers inside. The girls and Dean are transported to a mysterious room where the trainers tell them that it's time for training, and that WOOHP chose them as spies because they did some spy-like things during their times as babies.

The virtual training session begins, and the girls and Dean find themselves in a virtual canyon where they have to cross the bridge above a gorge. Alex decides to use her rabbit methods, but falls off the bridge and Dean rescues her. The trainers tell them that they can control their fears. Sam figures out that the solution to the problem is a "mind over matter" exercise, and she, along with Clover, Alex and Dean, crosses the bridge with eyes closed. This works as they start believing that the gorge is no longer deep. The girls and Dean are then transported to a virtual alleyway and are blindfolded. The trainers play the attackers and attack the girls and Dean. The girls and Dean realize that they need intuition more than sight to fight, and use it to defeat the trainers. The girls and Dean are then transported to a virtual jungle where they have to get to the other side of a river in a boat. The trainers tell them that there's a catch: Dean has to always be in a boat, the boat has only two seats, Clover and Alex can't be left alone together and Sam and Alex can't be left alone together. Clover gets an idea and this helps her, Sam, Alex and Dean pass the final part of the training.

The girls and Dean return to the facility. Soon, a mysterious earthquake shakes the facility and the girls and Dean hide in a ballroom. The earthquake stops, but the ballroom's walls begin to move to crush the girls and Dean. Alex sees a skylight in the ceiling. She kicks a pipe, releasing water from it, so it can raise and bring the girls and Dean under the ceiling. The flood causes a blackout. The girls and Dean use the methods from the training to open the window and get out. However, Dean has disappeared. The girls dive to save him, but the water evaporates and the ballroom is normal again.

The girls go outside and find Terrence there. The girls tell him what happened. Terrence tells them that he knows where Dean is and he'll take them to him. Later, the girls and Terrence enter to a mysterious room where they find Dean inside a gummy cage. Terrence tells the girls that if they get close to Dean, the gummy cage will become increasingly tight until it will kill Dean. Terrence reveals to them that he's a villain and says that there's a way for the girls to save Dean: they'll eliminate Jerry and bring to him a microchip which Jerry keeps under a fake birthmark on his neck. While the girls are unwilling to eliminate Jerry, they realize that they have to do so in order to save Dean.

25 (77)- "Evil Promotion Much?" Part 2
The girls return to Beverly Hills to eliminate Jerry and deliver the microchip to Terrence. Terrence monitors the girls to see them eliminating Jerry. The girls decide to trick Terrence, so they can warn Jerry about the situation. The girls hide inside a garbage truck and open their lockets to reveal the holographic images of themselves. Upon seeing her holographic image, Sam begins to think that she's a plain Jane. The girls put on the garbage clothes and leave their holograms behind to trick Terrence.

Later on, Jerry is at the clothing store. The girls arrive and pull him to the dressing room. Jerry sees the girls and becomes angry and convinced that the girls skipped their training to go shopping. Jerry is about to fire them from WOOHP, but the girls manage to explain the situation to him. Upon hearing Terrence's name, Jerry becomes shocked. The girls are confused and Jerry tells them that Terrence is a person from his past. Alex tells Jerry that they have to take a microhip from him and give it to Terrence. Jerry tells the girls that they have to get to his house.

The girls and Jerry arrive at his house and the girls find the picture of Jerry and his twin brother as kids. The girls and Jerry hatch a plan: The girls will pretend to eliminate Jerry and the microchip will be replaced with a fake one. The girls return to the garbage truck and turn off their holograms. Later on, the girls and Jerry begin the plan. The girls pretend to attack Jerry and take the fake microchip away from him. Unfortunately, during this, Jerry falls off the bridge and drowns in the river. The girls begin to cry to see that Jerry is gone, but are still determined to save Dean and stop Terrence.

Later that night, the girls return to the training facility to rescue Dean. They return to Terrence's room and use their gadgets to destroy the gummy cage. Unfortunately, Dean is revealed to be a dummy and the girls wonder where the real Dean is. Terrence arrives and traps the girls inside the gummy cage. Dean arrives and, to the girls' surprise, is revealed to be a double agent. Terrence gets the fake microchip away from the girls and tells them that they will be doomed.

Terrence and Dean take the girls to the ballroom and leave them there. Soon, the floor begins to shake and reveals a bottomless abyss. The girls realize that they'll be next to die. At the last moment, a helicopter arrives with a mysterious pilot and the girls are rescued.

26 (78)- "Evil Promotion Much?" Part 3
The girls get to the helicopter and find out that Jerry has saved them. Jerry tells them that he survived. Jerry tells the girls that Terrence's mysterious plan has something to do with the Spy Droid project. The girls and Jerry arrive to the Spy Droid factory in Antarctica. Inside, Terrence tries to gain the access to the Spy Droid mainframe with the microchip, but he finds out that the microchip is a fake. The girls and Jerry arrive, but are soon captured. Terrence calls Jerry "brother". The girls are confused and Jerry tells them that Terrence is his twin brother.

The girls don't believe Jerry because Terrence does not look like him. Terrence tells the girls that he had plastic surgeries and says that he wanted to differ from his "evil twin brother". Terrence then tells a story: When he and Jerry were at school, they helped each other cheat by copying the answers off of each other during an important exam, but when the teacher found them out, Jerry cowardly blamed Terrence, leading his brother to be expelled from school.

Terrence demands the microchip, but Jerry says that he does not have it. Terrence scans Jerry and finds the microchip on his teeth. Terrence gets an access to the mainframe and activates the robots, and makes them look like Jerry. Terrence then reveals that he wants to take over WOOHP and the world. Terrence and the robots leave, with Jerry as a hostage. Dean is about to destroy the girls, but he releases them and reveals that he is their only trainer and he was pretending to be on Terrence's side to help the girls. Clover begins to say about her upcoming debutante ball and she needs a boy to go with her, but Sam tells her that they have to save WOOHP.

Terrence, Jerry and the robots arrive at Beverly Hills. The robots begin to capture the agents and destroy the rooms. Terrence installs a self-destruct program inside the robot in order to destroy WOOHP. Jerry tricks Terrence to take the microchip away from him. Terrence then leaves. Meanwhile, the girls and Dean arrive and destroy some of the robots. Jerry uses the microchip to get the access to the WOOHP mainframe to destroy the robots, but Terrence has changed the password. The girls and Jerry use different passwords, but all of them are denied. Dean says the correct password and soon the robots are destroyed. Terrence is about to escape, but is soon arrested. After being arrested, Jerry tells him he called the academy they were attending when they were younger and confessed to his mistake. Terrence is glad that Jerry is going to repeat the 4th grade.

Later that night, the girls are finally promoted to the rank of super spies. Dean asks Clover to go with her to the debutane ball and she agrees. During the promotion ceremony, Jerry receives a call from his mother that she is waiting for him in the airport, making himself humiliated in front of the girls and the other agents. Later, in his prison cell, Terrence takes off the mask to uncover himself as Jerry. "Jerry" tells the guards that Terrence escaped and locked him in the cell. The guard lets "Jerry" out of the cell, but he gets knocked out. "Jerry" takes off the mask to reveal himself as Terrence. Terrence has escaped from prison.

1 (79)- "The Dream Teens"
Airdate: April 3, 2006

Terrence Lewis has returned and broken Tim Scam, Helga Von Guggen, Boogie Gus, and Myrna Beesbottom out of Prison to create LAMOS (League Aiming to Menace and Overthrow Spies). Myrna creates triplet male androids Skyler, Tyler, and Wyler that can drain the girls' energy to destroy them, Jerry, and WOOHP.

In the b-story, Clover and Mandy compete to be named Most Photogenic so they can have their pictures printed on page 3 of the school yearbook.

2 (80)- "Futureshock!"
Airdate: April 4, 2006

During an after school cheerleading practice, Mandy breaks a nail and David offers her the chance to work as a school TV reporter to kill time for her nail to grow back. Meanwhile, during a clean up of Jerry's office, Alex discovers a gadget that's actually a time machine which accidentally sends the spies 20 years into the future.

While in the future, they uncover the horrifying truth: Mandy rules Beverly Hills and she plans to 'Mandify' everyone on the planet. Teaming up with their future selves, the girls must stop Mandy and go back to their own time to stop it from ever happening. They go to the future WOOHP, and later return to their time by using the time machine after defeating Mandy.

In the end, the spies put a Super Nail Enhancing Polish (an instant re-grow nail polish) in Clover's locker. Mandy overhears them talking, sneaks in and takes it. She's got normal nails now and decides to quit being a TV reporter, claiming she's got better things to do now that she is "back in form".

In the b-story, Mandy is upset because what she will do with her broken nails.

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.

3 (81)- "I Hate The Eighties"
Airdate: April 5, 2006

Boogie Gus invents a ray-gun that not only makes people look like they are from the 1980's, but also makes them physically younger.

In the b-story, Jerry reveals to the spies and GLADIS that he was part of a pop duo called the Double Digits as a young man, and he goes on a date with his old bandmate, Tammy.

4 (82)- "The O.P."
Airdate: April 6, 2006

The girls uncover a secret conspiracy of parents brainwashing their children into becoming model teenagers located in the O.P(Ocean Palisades). And things get a lot worse when Alex falls directly into the trap, leading Sam and Clover on a mission to save her.

In the b-story, Jerry gives the girls a car called NPU 3000 which cause trouble only to turn out it was a villain former car.

5 (83)- "Alex Gets Schooled"
Airdate: April 7, 2006

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 turn 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 the spies' house when the bugs attacked his house.

6 (84)- "Mime Your Own Business"
Airdate: April 10, 2006

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 and Clover's secrets!

In the b-story, Sam and Clover are mad because Alex is being a blabbermouth.

7 (85)- "Attack Of The 50 Foot Mandy"
Airdate: April 11, 2006

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 does not realize it at first, but as she gets larger and larger, she cannot 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 something she's good at, so she can win the talent part of the Miss Beverly Hills competition.

8 (86)- "Evil Jerry"
Airdate: April 12, 2006

Tim Scam sends Jerry his favorite chocolate containing Terence's DNA to turn him evil! It's up to spies to save the day. At the end of episode Helga Von Guggen, Tim Scam, and Myrna Beesbottom were arrested.

In the b-story, Mandy and her cronies create a spy club at Beverly Hills High after being inspired by a "Spy Chic" fashion magazine. The club's activities involve taking unflattering photographs of other students, including Clover and Alex.

9 (87)- "0067"
Airdate: April 13, 2006

Jerry is invited to work for a spy film. But what he does not know is the director is Marco Lumiere in disguise, and he plans to take revenge on the producers that refused to finance his films.

In the b-story, while Jerry is absent, the spies are made the temporary directors of WOOHP.

10 (88)- "Arnold The Great"
Airdate: April 14, 2006

Following a humiliation in the lunchroom, Arnold Jackson is left depressed. That night, as they watch someone breaking into an armored car, Arnold, dressed as a superhero, appears, and attempts to capture the man. The van leaves under remote control and drives off a cliff. Sam, Clover, and Alex save Arnold, 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.

11 (89)- "Mani-Maniac Much?"
Airdate: April 17, 2006

A former famous manicurist has plotted revenge on a salon for stealing his customers by using his former customers as minions. And things go from bad to worse for the spies when Clover ends up becoming one of his minions, leaving only Sam and Alex to stop the powerful army from destroying their favorite salon.

In the b-story, Clover goes into a pageant for being a Miss Mega Mania.

12 (90)- "Déjà Cruise"
Airdate: April 18, 2006

Jerry sends the spies off for a holiday on the WOOHPtanic, but then they realize that time is repeating. Sam was reading a book and every time the same man sit next to her, Alex's hair cut was always gone in the morning and Clover was rejected from the man at the pool. At the end they found out that it was a test. In the b-story, the girls are upset for cleaning their spy outfits after their last mission.

In the B-story, the girls are upset about the number of missions they have been sent on.

Note: This episode is similar to the previous episode "The Getaway". Both episodes showcase an event in which Jerry gives Sam, Clover and Alex a vacation that turns out to be a test set up by him and other WOOHP agents.

13 (91)- "Evil Bouquets Are Sooo Passe"
Airdate: April 19, 2006

When men start dropping into a dazed sleep, the spies are sent to investigate. They find out that a sexist named Violet Vanderfleet has used an unknown hybrid of poisonous flowers called the Viola Vanderfleetus to destroy the male half of civilization due to her own failed relationships.

In the b-story, Sam gets a crush on Clover's ex-boyfriend, Fernando, and it leads to a broken relationship with Clover.

14 (92)- "Evil Heiress Much?"
Airdate: April 20, 2006

The three richest people in the world disappear and the girls are sent to protect the fifth richest person (having to skip over the fourth richest due to his overconfidence in his security system), the materialistic and conceited heiress Milan Stilton (a parody of Paris Hilton). She imprisons them when they realize that she is the abductor herself.

In the b-story, Sam is jealous because of the stars.

15 (93)- "Sis-KaBOOM-Bah!"
Airdate: April 21, 2006

Candy Sweet (from the Season 1 episode, "Black Widows") returns with her brand new DVD that teaches moves to potential cheerleaders, but also hypnotizes them to break her out of Prison. After seeing a preview, Clover becomes a brainwashed cheerleader, and it's up to Sam, Alex and Jerry to save her and the other brainwashed cheerleaders and WOOHP.

In a b-story, Clover and Mandy compete to be Beverly Hills High's new head cheerleader, which they both end up losing to Arnold Jackson.

16 (94)- "Evil Ice Cream Man Much?"
Airdate: May 5, 2006

An evil ice cream man, enraged that his family business has been driven to bankruptcy by customers' changing tastes in dessert, makes a special ice cream that contains fero-acko and can freeze anyone or anything it touches.

In the b-story, Alex gets the date bad luck.

17 (95)- "Beauty Is Skin Deep"
Airdate: June 26, 2006

A hot new line of cosmetics is hitting the shelves at the trendiest boutiques in New York, Paris, and Beverly Hills. The makeup line is called "Moody Beauty" and is designed to give the girls wearing it a specific desired look (happy, pouty, mysterious, strange, surprised, etc.). But the makeup comes with one startling side-effect - it permanently contorts the face of the person wearing it. For example, the happy eye shadow makes you look like a clown, the pouty lipstick makes you look sad and so on. As the spies investigate, they find out that the sinister force behind the makeup is an ex-beauty queen, named Miss Vanity. After years of being in the spotlight, Miss Vanity ultimately decided that people are too vain, and so to remedy that, her makeup will make everyone look equally hideous. Can the spies stop Miss Vanity before she turns them and the entire world into a freak show? Can the spies come to terms with discovering that Jerry likes to wear "just a little makeup" to add color to his otherwise pasty British skin?

In the b-story, Clover thinks that she's rejected by a boy, so she starts to let her appearance slip. But it turns out that the boy, Rodney, already has a girlfriend, and that Clover reminded him of her.

18 (96)- "Like, So Totally Not Spies" Part 1
Airdate: March 10, 2007

At the LAMOS submarine, Terrence gets furious because all of his attempts to eliminate Jerry have failed because of the girls and gets even frustrated to find out that his sub is leaking. Helga tells Terrence that she found the way to keep the girls out of the way, so they can finally get rid of Jerry and WOOHP.

The next day at The Groove, the girls buy new clothes for the Fall season. Clover buys a brand new blouse, but finds out that Mandy bought the same blouse. The girls get upset and think about how to be better in fashion than Mandy. The girls then find a mysterious jewelry store. The mysterious saleswoman says that they want to be more great in fashion and gives them the bracelets. The girls buy the bracelets and, as they leave, the saleswoman silently says that the bracelets will change the girls' life. The girls then enter the elevator to leave The Groove, but are soon WOOHPed to Jerry's office. Jerry tells the girls that WOOHP had located the abandoned submarine which looks like the LAMOS submarine. Furious, the girls reluctantly agree to take the mission.

The girls are riding on the jet skis and are angry that being spies is interfering to their personal lives. The girls then decide that after they complete the mission, they'll return to normal lives. The girls find the submarine and investigate. They find Terrence's computer message that says that he's giving up on being a criminal and is going to England to breed the dogs. The girls call Jerry and tell him about the message. The girls are soon excited that the mission is over and they can live a normal life again. As they ride home on the jet skis, they're observed by Terrence who says that the message is a fake.

Later that night, the girls try on their new clothes. Then they try on their new bracelets and, after putting the bracelets on their wrists, they pass out. The next day, Jerry is walking around Beverly Hills. He finds the British boutique and decides to do the same as the girls: shopping. He enters to the store to find out that it's a trap made by Terrence. Terrence, Helga and Boogie Gus attack and then kidnap Jerry. Later, they hold Jerry captive at their submarine and Jerry demands to know that what is their plan. Terrence tries to keep it a secret, but Boogie Gus blabs out that Jerry will be a food for the sharks. Jerry then says that the girls will save him. Helga tells him that they don't save him now and Boogie Gus then blabs out that Helga gave them the bracelets that cause the girls to lose memories about being spies.

Meanwhile, the girls wake up and, due to the bracelets' effects, they don't remember that they're spies. The girls show off their new clothes at school and everyone likes them, much to Mandy's dismay. Later, the girls are outside the school and are happy that they're popular with their new clothes. Jerry calls the girls for help. The girls become scared and Jerry realizes that the bracelets worked. Jerry tries to remind the girls who they are, but they ignore him and Clover throws her X Powder to the trash can.

Later on, the girls are at the Chinese restuarant and are still thinking about "the strange man who claims that they're spies". Soon, they find out that the restaurant is a trap made by Terrence, Helga and Boogie Gus. Although that they lost memories about being spies, the girls manage to defeat Terrence, Helga and Boogie Gus. The girls then escape and are confused. They then decide to call Jerry again.

19 (97)- "Like, So Totally Not Spies" Part 2
Airdate: March 17, 2007

The girls return to school and force Clover to check the trash can because she threw the X-Powder there. The girls soon find out that the trash can is now empty. The girls then go to the container and Clover goes inside to find the X Powder. The girls then find it and, after numerous attempts to open it, they open the powder and call Jerry. Jerry reminds them who he is and who they are, showing them photos of the WOOHP picnic, and says that the bracelets caused them to lose their memories about being spies. The girls try to take off the bracelets, but they can't. G.L.A.D.I.S. arrives via the WOOHP jet and WOOHPs the girls there. G.L.A.D.I.S. reminds the girls what she is and makes them believe that she is the head of WOOHP, not Jerry. G.L.A.D.I.S. reminds them about their gadgets and the uniforms. G.L.A.D.I.S. WOOHPs the girls out of the jet. The girls remember how to activate the jetpack backpacks. Alex tries to activate her backpack, but can't. Sam and Clover manage to rescue Alex and they dive to find the LAMOS' submarine.

The girls find the submarine and use the laser nail file to get inside, but they cause the water to spill into the sub. The girls use their helmets to block the water's leak. The girls find Jerry and rescue him, but they're caught by Terrence, Helga and Boogie Gus. The girls try to fight them, but, because of their lost memories, they're easily defeated. The girls and Jerry are then tied up and realize that the submarine will be soon full of water and that they'll be the shark food. Terrence, Helga and Boogie Gus then leave the submarine.

The girls then tell Jerry that G.L.A.D.I.S. is WOOHP's boss. Jerry then explains that he's the boss and G.L.A.D.I.S. is his assistant. The girls lose hope about surviving, but Jerry reminds that he taught them how to find a way out of hard situations. After they complain about rust on their bracelets, Jerry realizes that is the reason for the altered memories, and tells the girls to put the bracelets in the water. The girls do exactly that, and the salt destroys the locking mechanism, which causes the girls' memories of being spies to return. The girls and Jerry are unsure how to get out of the submarine and Alex sees the torpedo launcher. The girls and Jerry enter the launcher to torpedo themselves to the surface. Jerry tells G.L.A.D.I.S. to send the jet. The girls and Jerry are soon torpedoed to the surface. After getting back to the surface, they realize that Terrence is going to WOOHP and they're soon WOOHPed to the WOOHP jet.

Meanwhile, Terrence, Helga and Boogie Gus arrive at the WOOHP Headquarters. Terrence disguises himself as Jerry to make the agents wear the bracelets and lose memories about working for WOOHP. The plan works and the agents go home. The girls and Jerry arrive and a fight begins. The girls defeat Helga and Boogie Gus. Jerry then tries to defeat Terrence, but fails, and the girls defeat Terrence together. Finally, LAMOS is put in prison, and the bracelets are destroyed by fire. The agents go back to work for WOOHP, and the girls say that they love their job as spies. Jerry then tells the girls that as a prize for defeating LAMOS, he is sending them shopping and they can pay with the WOOHP credit card. Jerry then tells G.L.A.D.I.S. to work on the mission report as a part of her work as the head of WOOHP.

20 (98)- "The Suavest Spy"
Airdate: March 31, 2007

A blond-haired teenage jewel thief is about to plan a big jewelry heist on the special night Venus aligns with other planets, including Earth. The girls unfortunately fall for his dashing good looks, but realize after failing to catch him many times that they must put his handsomeness behind them and beat him at his own game.

In the b-story, Sam won first place in the science-fair and now most of the nerds in Beverly High are chasing after her, demanding she sign t-shirts that have her face on them.

21 (99)- "Spy Soccer"
The Beverly Hills High 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 with a flare for destruction and aggression. It's up to Sam and Clover to save Alex.

In the b-story, Jerry becomes hooked to a video game.

22 (100)- "Spies on the Farm"
Airdate: March 24, 2007

The spies are sent undercover as farm workers to uncover a demented farmer's plan to turn humans into fruit/human and vegetable/human hybrids, and it's up to them to save the day.

In the b-story, after Clover wouldn't save Sam and Alex after they had fallen into a muddy river (due to the spring thaw), they complain that she's too much of a "girly girl" to get "down and dirty," to which Clover decides to prove them wrong.

23 (101)- "Spies in Space"
The spies are sent to the moon to rescue a boy band called the Alpha Centauris. It's revealed that the villain is actually Ziggy, the leader of the band, who wanted to get rid of his two bandmates, Supernova and Blackhole, and start a solo career. But Ziggy's defeated by the spies and they perform his part in the band's concert.

In the b-story, because of her brilliant grades, Sam's offered immediate graduatation, but after the mission, she tells Alex and Clover that she's decided to graduate with them and the rest of their classmates.

24 (102)- "Totally Busted" Part 1
Airdate: March 8, 2007

A villain called The Inventor has created a formula called SUDS (Simple minded Users Destroy Spies) to destroy spies. The girls arrive and capture him. Before leaving, the girls take SUDS for analysis. While flying home on their jetpack backpacks, the girls are attacked by the birds and they drop SUDS. SUDS lands near Mandy's hot tub and it leaks to the tub where Mandy, Caitlin and Dominique are.

Meanwhile, the girls arrive home and find their mothers there. Their mothers are suspicious of the girls' Catsuits and Gadgets. The girls make stories to keep their mothers from finding out their secret. Unfortunately, the girls and their mothers are WOOHPed to Jerry's office. Jerry is shocked to see the girls' mothers. The girls' mothers demand to know what's going on. Jerry lets the girls confess and the girls finally confess to their mothers that they're spies. The girls' mothers get angry and forbid them from spying again. As punishment, the girls' mothers evict the girls from their beach house and force them to live seperately again. G.L.A.D.I.S. WOOHPs the girls' mothers outside. The girls are upset that their times as spies are over. This leads Jerry to tell the girls that they and the other agents have a "spy gene". The girls return their gadgets and uniforms and say goodbye to Jerry before getting WOOHPed to their mothers' hands. Meanwhile, Mandy, Caitlin and Dominique leave the hot tub and, because they got infected by SUDS, decide to destroy the spies.

The next morning, at Sam's house, Sam unpacks her things and finds her super spy medal. Sam begins to cry until her mother enters the room and tells her that being a spy is dangerous. As Sam's mother leaves, Dominique suddenly arrives and attacks Sam. Sam manages to defeat Dominique. Meanwhile, at the market, Alex and her mother are shopping. Alex looks for pickles and she's attacked by a person disguised as a pickle. During the fight, the person disguised as a pickle is revealed to be Caitlin. Alex manages to defeat Caitlin and Caitlin says that she'll get Alex again, along with calling her "a spy". Meanwhile, Clover and her mother are walking. Clover stays behind to tie her shoe when she's attacked by Mandy from the sewers. Mandy calls Clover "a spy" and tells her that she's spy-ssassin. Clover and Mandy begin to fight. Clover defeats Mandy and throws her to the sewers. Sam and Alex call Clover. Alex tells that she got attacked by Caitlin and Sam tells that she got attacked by Dominique. Clover tells them that she got attacked by Mandy and she called her "a spy". Clover decides to sneak to Mandy's house to find answers. Sam reminds her that their mothers forbade them from spying, but Clover tells her that it's not spying, but an investigation.

Later that night, the girls sneak to Mandy's house and find the jar of SUDS. The girls remind that they dropped the SUDS when they got attacked and forgot about the formula because of their mothers. Sam sees that the jar is half-empty. The girls then overhear that Mandy, Caitlin and Dominique are planning to attack again. Unfortunately, they're caught by their mothers and forbid them from seeing each other, and Mandy overheard this.

Later at the GROOVE, the girls' mothers are thinking about what they'll do with their daughters. Sam's mother decides to check up on her daughter. Meanwhile, Sam analyzes SUDS and finds that that formula turned Mandy, Caitlin and Dominique into spy-ssassins. Soon, her mother calls and Sam lies that she's doing her homework. However, Sam's mother gets cut off. Sam realizes that it's Mandy again and calls Clover and Alex. The girls arrive at GROOVE and find Sam's mother's cell phone. They see their mothers inside Mandy's car. They try to catch up, but trip and Mandy, Caitlin and Dominique escape with their mothers.

25 (103)- "Totally Busted" Part 2
Alex finds a card with an information about the ski resort at Sugarflake. Clover realizes that it's the place where Mandy goes because her parents have built a chalet for her there. The girls decide to call Jerry for help, but they don't have his phone number. Meanwhile, Jerry unsuccessfully tries to find the replacement for the girls. Later, the girls arrive at the WOOHP building, but G.L.A.D.I.S. refuses to let them in as they're no longer spies. Sam decides to write a letter to Jerry and send it via air mail. Sam manages to climb to the building's roof and throws the letter through the air vent.

The girls realize that they need gadgets to save their mothers and go to hardware store to buy hardware things and use them as gadgets. Meanwhile, Jerry finds the letter and, after reading it, is determined to help the girls. Later on, the girls arrive at Mandy's chalet. Suddenly, they hear their mothers' screams and realize that the screams aren't from Mandy's chalet. The girls find their mothers inside a cable car. The girls manage to enter the car and release their mothers. Unfortunately, their mothers are still mad at them for being spies. However, the girls and their mothers are locked up inside the car by Mandy. Mandy sends the car to its doom. The girls and their mothers manage to get out of the car and it explodes.

The girls think that their mothers will be still angry, but their mothers are proud for saving them. Soon, Mandy, Caitlin and Dominique arrive on snowmobiles to eliminate the girls. The girls use the parts of the destroyed cable car as snowboards. A chase scene begins at the ski slopes. The girls find a way to stop Mandy, Caitlin and Dominique. The girls use the snow cannon to make a snowy smoke and they stand in front of the smoke to make Mandy think that they're giving up. The girls manage to escape and Mandy, Caitlin and Dominique ride through the smoke right to the ski jump. They fall out of the jump and are defeated. Jerry arrives via helicopter to help the girls, but the helicopter causes an avalanche that covers the girls, Mandy, Caitlin and Dominique.

26 (104)- "Totally Busted" Part 3
Jerry, the girls' mothers and the other WOOHP agents are trying to find the girls, but with no luck. Meanwhile, it turns out that the girls, Mandy, Caitlin and Dominique have survived the avalanche. The girls are soon kidnapped by Mandy, Caitlin and Dominique. Mandy reveals to the girls that she is taking them to GROOVE. Back at the WOOHP building, Jerry and the girls' mothers are depressed because they think that the girls have "died" during the avalanche. Meanwhile, Sam tries to send a distress call to their mothers via her mother's cell phone, but Mandy destroys the phone. Luckily, Sam had managed to send the distress call on time and G.L.A.D.I.S. receives it. Jerry decides to find the girls, but the girls' mothers decide to help. Jerry refuses because the spies are going to missions, but the girls' mothers demand him to make them spies. Meanwhile, at GROOVE, the girls tell Mandy, Caitlin and Dominique that they got infected by SUDS and show them the formula. Mandy, Caitlin and Dominique decide to use SUDS to turn the girls into spy-ssassins and make them eliminate themselves.

At the WOOHP building, Jerry tries to train the girls' mothers to make them spies, but they're useless. As Jerry reminds them that their daughters are in danger, the girls' mothers decide to not give up and successfully become spies. Meanwhile, Mandy, Caitlin and Dominique throw the girls into the water fountain and spill SUDS into it, turning the girls into spy-ssassins. Mandy, Caitlin and Dominique escape, leaving the girls fighting with each other.

At the WOOHP building, the girls' mothers manage to locate the place of the distress call and discover that the girls are at GROOVE. Jerry and the girls' mothers arrive and find the girls fighting with each other as they're spy-ssassins. The girls see their mothers and decide to eliminate them. The girls attack their mothers. Jerry finds out that the SUDS turned the girls into spy-ssassins and creates the antidote. The girls' mothers use the Sonic Boom Boom Box to throw the girls into the water fountain. Jerry spills the antidote into the fountain and the girls return to normal. Meanwhile, Mandy, Caitlin and Dominique arrive at the prison and release the Inventor. G.L.A.D.I.S. calls Jerry and tells him about the situation.

Later on, at The Inventor's hideout, Mandy, Caitlin, Dominique and The Inventor put the SUDS into the plane to turn the world into spy-ssassins. The girls and their mothers arrive and a fight begins. The Inventor gives Mandy, Caitlin and Dominique some of his gadgets for the fight. Mandy, Caitlin and Dominique attack the girls. The Inventor captures the girls' mothers, but they escape. The girls' mothers defeat Caitlin, Dominique and The Inventor, but Mandy gets into the plane and is about to take off. The girls use the laser ring to make the plane go back. The girls escape as the plane crashes. The Inventor is arrested again, the SUDS are destroyed and Jerry gives the antidote to Mandy, Caitlin and Dominique.

The next day, the girls' mothers surprise the girls: the girls are reunited with their beach house. The girls promise to not keep from their mothers that they're spies and tell them everything. The girls soon find out that their mothers are leaving and are upset. Their mothers tell them that being a spy is cool, but it's their daughters' work. Jerry arrives and explains that the girls' mothers are official spies. The girls are surprised. The girls' mothers confess that they wanted to tell them and they didn't want to worry them. The girls are mad at their mothers and ground them at their beach house for a week.