Totally Spies: Episode List (Seasons 1 and 2)

1- "A Thing For Musicians"
Airdate: November 3, 2001

Ricky Mathis, a one-time musician becomes an overnight sensation thanks to his song, "Rock Legend." His music is causing his fans to become so obsessive and destructive that Sam, Alex and Clover are called in to investigate what's really going on. They soon discover that Sebastian Saga,a former guitarist who was injured in a rock concert that cost him his left arm is attempting to take over the world, using Ricky as a puppet. It's up to the girls (minus Clover, who's also become brainwashed thanks to Ricky's music) to stop Sebastian before his next song about world conquest from going global!

In the B-STORY: Clover has a crush on Damon, a guitarist, and attempts to impress him with her nonexistent passion for music.

Note: The "Upwhatty?" joke Alex uses when she, Clover and Sam are introduced to the UPWATTI (Underwater Power Walking Apparatus That Tis Inconspicuous) is a recurring joke in the series whenever the spies are assigned the UPWATTI for a mission.

2- "The New Jerry"
Airdate: November 4, 2001

Fed up of Jerry butting in to their personal lives, the spies are happy when a young man named Mac Smit takes over as the head of W.O.O.H.P.. They're happiness is short-lived, however, when numerous of Mac's generous gifts end up bringing them close to death! The spies learn that Mac is really a criminal named Tim Scam, who has sent Jerry into orbit and now plans to evaporate all of the Earth's water with a modified gadget!

In the B-STORY: The girls have planned a ski trip, and get mad at Jerry when he makes them miss it.

3- "The Get Away"
Airdate: November 10, 2001

Jerry gives the girls a mission concerning a missing professor in Hawaii and they take it as a well-deserved chance to relax. But their "vacation" turns sour with the disappearance of Alex's new surfer friend. The spies discover a madman called Hephaestus, whose face was disfigured in an accident with volcanic magma, planning to make the volcanoes of the world erupt simultaneously.

B-STORY: The girls prepare ready for the school dance.

4- "Stuck in the Middle Ages with You"
Airdate: November 17, 2001

The girls are sent to investigate the kidnappings of scientists by a medieval knight with time travel technology. When they observe another scientist being captured, they follow the criminal through a strange vortex – transporting them back to the Middle Ages! The criminal wants to become the leader of the world by using his modern technology, and takes Clover as his queen. It's up to Sam and Alex to stop him before history is changed forever!

B-STORY: In the B-story, Clover and Mandy enter the Halloween dance costume contest. Mandy ends up winning despite having a terrible costume because her friends/lackies are the judges.

Note: The episode title is an allusion to the song "Stuck in the Middle with You" by Stealer's Wheels.

5- "Child's Play"
Airdate: December 1, 2001

A villain is making the adults of the world act like children, using evil technology disguised in old-fashioned toys, especially in the form of a Barbie-like doll called "Little Ann." Sam is affected, acting like a whiny little kid and threatening the success of the mission.

B-STORY: In a B-story, Clover develops a crush on Caitlin's older brother, Rick, who's a senior at Beverly Hills High. Clover tries dressing and acting older to impress him, but finds out at the end of the episode that he is actually going out with Mandy.

6- "The Eraser"
Airdate: December 8, 2001

The girls are called in when strange blob-like creatures drain the knowledge and memories of select top scientists. Sam is hit by a blob as well, and she can't remember who she is or why she's there, much to Clover and Alex's dismay. They also have to deal with Mandy, who has decided that she's Sam's new best friend because Sam saved her hair from a pottery incident.

B-STORY: In the B-story, they must also deal with Mandy, who has decided that she is Sam's new best friend after Sam saved her hair from a pottery incident.

7- "The Fugitives"
Airdate: December 15, 2001

A villain has created clones of the girls by using their DNA from strands of hair that he collected from the spies themselves. The clones are robbing banks all over the U.S. and making Samantha, Clover, and Alex look like the culprits, despite the fact that they're completely innocent. Jerry thinks it was the girls that robbed the banks and plans to implant microchips in the spies' brains to stop them.

The girls escape from Jerry but he carries on hunting them. Clover gets kidnapped and replaced by a clone who leads Sam and Alex into the villain's headquarters, where they discover that Macker the Safe-cracker, an old villain of the girls (though this is his only appearance throughout the series), is the man behind the clones. Macker plans to get his clones to rob every country's central bank at the same time. Sam and Alex are reunited with Clover, and they hurry to Macker's commando base in the alpines to stop his evil plan. Macker is arrested, while Jerry soon discovers the truth, and arrives in time to apologize to the girls (while getting hit in the face with a few of their snowballs) for not listening to their side of the story.

B-STORY: Clover and Mandy both show up at school in the same cowgirl outfits to impress a new cowboy transfer student from Texas, only to discover, much to their shock, that he already has a girlfriend and that he's not into the whole cowgirl look, which is why he left Texas.

Note: This episode is an allusion to the Charlie's Angels episode "Counterfeit Angels." Both the spies and the Angels were framed for the crimes which they didn't commit by the impostors with their look.

8- "Abductions"
Airdate: January 5, 2002

Sam, Clover and Alex are sent undercover as sophisticated scholars to investigate the kidnappings of Nobel Prize winners at a conference in Paris. They discover that the people being kidnapped are experts on the subjects of the quizzes about to be given back in Beverly Hills. The kidnapper, a concerned parent and ambassador, has stolen the prize winners' intelligence and transmitted it into his son to make him the smartest person in the world. The girls quickly take him out, and then have to deal with his son, whose head is the size of a hot air balloon!

B-STORY: Clover is jealous and angry when Sam steals her part in the school play of "Les Misérables". Later both of them chase Mandy who gets the part.

9- "Model Citizens"
Airdate: January 12, 2002

A modeling agency is kidnapping models and combining their body parts to create an army of perfect models. The felonious agency is ruled by Tuesday Tate, an ex-model who was attacked by a lion she had to tame for a shooting and subsequently lost one leg a couple of years ago.

The spies are not spared Tuesday's malignancy: Clover has her perfect legs taken, Sam loses her lustrous, even teeth and her charming smile, and Alex is deprived of her perfect hair and face. In return, the girls obtain ugly body parts, namely muscular legs for Clover, fluffy hair and a bland face for Alex, and a brace-face look for Sam.

B-STORY: Clover and Mandy compete in a smoothie beauty contest.

10- "Spy Gladiators"
Airdate: January 19, 2002

The girls go undercover on a fight game show to discover why the competitors have gone missing. It turns out to be the work of the evil host, capturing the contestants and using mind-controlling collars to make them into new gladiators, ensuring that no one will ever win. The girls become crowd favorites and defeat most of the gladiators but things go wrong when Sam becomes a gladiator, pitting her against Clover and Alex who attempt to pull the plug and end the show once and for all.

B-STORY: Alex is having trouble with a bully at school.

11- "Silicon Valley Girls"
Airdate: January 26, 2002

The girls go on a mission to discover why machines are attacking random people. The attacks turn out to be related, and Sam, Clover and Alex go under cover as transfer students at Silicon Valley High. There, they find out that the attacks are the work of a sentient and autonomous artificial intelligence/multi-agent system called C.H.A.D., who is invented by a boy who is bullied at school. With the bullies punished, the rouge M.A.S.'s next step is to aim missiles at the school.

B-STORY: Mandy becomes the student court judge and abuses her power, putting the spies on trash duty.

12- "Queen for a Day"
Airdate: February 9, 2002

The girls travel to the African nation of Lyrobia to investigate a strange kidnapping attempt on Queen Tassara of Lyrobia - an attempt made with an anti-gravity ray! After Clover, disguised as Tassara, is kidnapped from the palace during a party, the girls and the real Tassara go to save her (and the Queen's younger sister, Princess Makeda, who was assumed to be kidnapped as well).

The spies and Queen Tassara eventually discover that Makeda's the kidnapper, and she wants to keep her older sister from a signing a peace treaty with the King of Kenyopia (a neighboring country) so that a twenty-year war will continue. In this way, she will become the queen of both countries due to a deal she had made with the General of the Kenyopian military. In the end, Tassara and the spies stop Makeda and have her arrested (along with the rest of the people involved), and the spies get Tassara to sign the peace treaty with the King of Kenyopia in Geneva, Switzerland in time.

B-STORY: Clover and Mandy compete for homecoming queen, and Clover enlists the help of a nerd to ensure the win – but she must agree to be his girlfriend for a full week if it works.

13- "Shrinking"
Airdate: March 2, 2002

A villain has been shrinking landmarks, and it turns out to be the work of an-ex W.O.O.H.P. scientist who shrunk himself in a lab accident years ago. He plans on using the monuments to create his own miniature nation, and wants to shrink the cities of the world next. The girls travel the world trying to catch up with him, and when they do, he shrinks Clover!

B-STORY: Clover searches for the perfect outfit to wear to impress her date, but her shrinking leads to problems.

14- "Aliens"
Airdate: March 9, 2002

The girls are called in when strange abductions start to occur on random people. What they find out is that an evil astronomer has a plan to evoke fear in the world and extort the governments for wealth and with Alex abducted, can Sam and Clover stop Hawking and save Alex and a team of captured alien spies?

B-STORY: Alexandra tries to pass the Beverly Hills High Driver's Education Course.

15- "Wild Style"
Airdate: March 16, 2002

The girls go on a mission to find a missing cruise ship and its passengers, but discover that an evil fashion designer is using it to lure people out so she can turn them into animal hybrids. When Clover is transformed, she leads the other hybrids in a revolt to help the girls in a battle against the fashion designer.

B-STORY: Clover has a crush on tall boy named Max, who is also the start of the Bev High boys basketball team, and she gets inflatable platforms (which deflate when she turns into a hybrid) to make herself taller, thinking he'd only date tall girls. She ends up knocking out Max by accident, and throws away her shoes. Mandy copies Clover's idea to impress Max, but it backfires on Mandy, as Max is now scared of tall girls. Max admits to Clover that he'd now rather date girls her height, which impresses Clover but makes Mandy jealous.

16- "Black Widows"
Airdate: March 23, 2002

The girls investigate the disappearance of the Honeybees, a high school cheerleading squad from California who're the California state champions and have won the national cheerleading competition the last ten years in a row. They're sent undercover as the WOOHPettes, the new California state champions, and they place 3rd in nationals (a squad from Texas got 2nd place), and the 1st place winners were the Black Widows, a new squad. Sam notices that the routine was very familiar (it was the same exact routine as the Honeybees), and the girls follow them to investigate.

B-STORY: Mandy competes against Sam in the Beverly Hills High annual spelling bee.

17- "Spies vs. Spies"
Airdate: March 30, 2002

An old team of spies who were thought to be dead return out of nowhere and delude everyone into thinking that they are on WOOHP's side.

This eventually dupes Jerry into firing Samantha, Clover, and Alex. However, when the old spies set off a bomb over the course of a mission, Sam begins to harbor suspicions about their loyalty and adheres to the conviction that they are conspiring with the villain. Since Jerry remains oblivious to his employees' true motives, Sam's endeavor to verify her assumption becomes a perilous undertaking. The three older WOOHP agents (Alice, Pam, Crimson) are actually under the mind control of Edison, an eco-terrorist who wants to sell solar power on auction.

B-STORY: Clover plans on retaliating against Robbie Guthrie, a boy who used to tease her at elementary school. To assuage her desire for vengeance, she agrees to rendezvous with Robbie.

18- "Evil Boyfriend"
Airdate: April 6, 2002

Samantha makes the acquaintance of James, an exchange student from London, and is immediately smitten with him. What she is not cognizant of is that her so-called boyfriend is one of the villains she and the other spies are chasing.

In fact, James is the thief who absconded with a groundbreaking invisibility formula. Although Jerry provides the girls with details which point to James as the culprit, Sam refuses to believe them. Her intransigence arouses a quarrel between her and the other spies, and they eventually resort to parting company.

After James has revealed his culpability to Sam, they follow James to Washington DC as he schemes to abduct the President by using the invisibility formula. B-STORY: The girls try to spend quality – not spy-related – time together.

19- "Game Girls"
Airdate: April 20, 2002

A disgruntled video game maker creates games that transform the world's leading athletes into data and traps them within a virtual world. The girls get their game on as they try to stop her plot.

B-STORY: Alex's new celebrity crush turns out to be a hologram. But after she meets the creator of the hologram, she develops a crush on him.

Note: The disguise belt the girls use to instantly change their appearance is similar to the X-powder's function.

20- "A Spy is Born I"
Airdate: May 4, 2002

The spies investigate when several major Hollywood actors are kidnapped. Although the mission is successful, the episode ends with Sam and Clover receiving a coded message from Alex who has been kidnapped by Lumière.

In the B-story: Sam is voted “Most Popular” in the school yearbook and has to deal with life in the spotlight. The episode ends in a cliffhanger when Sam and Clover receive a distress call from Alex and it's shown that Alex has been kidnapped by Lumiere.

21- "Passion Patties"
Airdate: May 11, 2002

Everyone is going crazy over Passion Patties, a new brand of cookies being sold by the Happy Girl Scouts. The cookies make everyone who eats them addicts, and also quickly make them extremely fat.

Clover helps herself to a cookie as the spies investigate and becomes hopelessly hooked on them too, ballooning to more than triple her size and becoming obese in 1 day. The girls discover that the villain is the creator of Passion Patties, Inga Bittersweet, who - after years of resenting the Happy Girl scouts for kicking her out when she ate all the cookies she was supposed to sell - is using her creations to take over the world.

The girls manage to destroy her cookie supply by activating the warehouse's heating system and melting the chocolate. They then give her a taste of her own medicine by forcing her to drink a vial of the sugar additive she used, which causes her to grow to as fat as Clover in seconds, turning her into an addict as well. Jerry is shown to have grown to the same size as Clover. Fortunately all the weight caused by the formula (which turns out to be a highly concentrated extract taken from sugar) is not permanent, and those affected by it are soon back to normal.

B-STORY: Clover sees a hat that she likes in a store, but is upset when she realizes that the medium-size is too small for her and she has to wear a large. In the end, she accepts the fact she has to wear a large-sized hat.

22- "Soul Collector"
Airdate: May 18, 2002

Several students are discovered to have been mysteriously drained of their youth. They retain youthful, albeit slightly wizened bodies, but have the chemical composition and actions of octogenarians. The girls investigate and come across the principal's diary which he has kept since the 13th century (1287 Common Era), thus learning that the school's principal is in fact a centenarian.

He has maintained his youthful physique by absorbing the youth of his juvenile fellows, using the 3 Jewels of Sumatra, to keep himself immortal. When he chooses Alex as his next victim, Sam and Clover are obliged to collaborate in order to stop him and his accomplices from gaining immortality.

B-STORY: Mandy spots a gray hair on Sam, and Sam gets scared that she may be prematurely ageing. It later turns out that the gray hair was actually just a streak of gray paint that Sam got while she was working on an art project using gray paint. Then, the results of the Youth Spirit contest are announced. However, much to the surprise of the spies, Mandy and her two best friends, Dominique and Caitlin, the winner turns out to be Mrs. Markle, their school's elderly lunch lady.

23- "Malled"
Airdate: May 25, 2002

Sam, Alex and Clover investigate why stores are abducting people around the world. They travel to Australia and find a villain bent on getting rid of all the malls by building an army of men and women programmed to hate and destroy malls but when Sam is kidnapped and later brainwashed into becoming one of the attackers, it falls to Clover and Alex to stop the villain once and for all and rescue Sam.

In the B-story, the mall security wrongfully accuse Clover of shoplifting, until Mandy turns out to be the real culprit (thanks to Jerry, who turned on the right security tape).

24- "Do You Believe in Magic?"
Airdate: June 1, 2002

When extremely valuable art seems to literally "disappear", the spies are sent in to stop the thief. The journey leads to Alex vanishing along with the art. Can the spies stop the thought-to-be deceased Kandinsky before he pulls off his biggest heist yet?

B-STORY: the spies accuse Mandy of sabotaging their photography projects for Beverly Hills High.

Note: This episode reveals that Sam's last name is "Simpson". However, this might only be an alias since "Simpson" is never used again.

25- "The Iceman Cometh"
Airdate: June 8, 2002

The world starts to experience extremely cold weather and Jerry sends the spies to uncover the source. When the weather starts to turn even worse, the girls find that the evil Dr. Gelee plans to freeze the Earth's core to wipe out humanity and all of the environmental damage with them. Not only that, he kidnaps Clover to stay with him as a prisoner! Can Sam and Alex reverse the effects of the machine before the star of the next Ice Age?

B-story: Clover confronts her reputation as an “Ice Queen” after turning down the invitation of a boy because of his looks and social status.

26- "Man or Machine"
Airdate: June 15, 2002

The spies are sent on a mission to observe the strange behaviors of world leaders when they suddenly begin to build thrill rides in their countries' landmarks. The girls learn that Dr. Aisenstein, an animatronics designer, has replaced the world leaders with robots to turn the world into a giant theme park! Can the spies put the world back into its rightful order and stop this madman?.

B-STORY: Alex and Clover accuse Sam of being no fun.

1 (27)- "Starstruck"
Airdate: August 8, 2003

When a famous TV star from the soap opera "Days of Our Spies" goes missing, the spies beg Jerry to let them carry on the investigations. A seemingly insane old woman named Lenore von Schram mistakes the TV show for reality and plans on murdering Sinestro, the villain on the show, and Clover, who played Sinestro's daughter, Gwendolyn, as a disguise. Moreover, Lenore intends to marry the TV show hero.

In the b-story, Clover endeavors to be become a movie star.

2 (28)- "I Want My Mummy"
Airdate: August 13, 2003

An archaeologist fakes his disappearance, then plans to use ancient magic to give himself eternal life and power. He captures the spies and wraps them up like mummies. The spies, with the help of the professor's assistant, must stop him.

In the b-story, after getting back from a previous mission (something involving the rescue of a penguin colony), the spies find out that they missed their school's Most Charitable Teen contest but are excited that they can attend the dance. They also find out that Mandy won the contest by promising to donate her 10 Carat/Karat ruby ring, which Clover starts wearing after Mandy loses it during a soccer practice. The girls later find out that the ring's ruby is not actually real (thanks to Ian complimenting Clover: "That's the finest faux ruby ring I've ever seen"). Clover returns the ring to Mandy, but just as Mandy's about to accept the award, the ring falls off and breaks when it hits the ground, showing everyone it's a fake. The award is then given to Arnold Jackson, who had donated his exotic mold and fungus collection.

3 (29)- "Evil Hair Salon"
Airdate: August 14, 2003

Redheads start vanishing worldwide after visiting the new Cutting Edge Hair Salons. Given that she has ginger hair, Sam infers she would be the ideal choice to investigate but it seems that whoever masterminded the abductions has made their quota. Nonetheless, the shop owner's assistants are still short of blonds and cherry-pick Clover as their next abductee. When Sam and Alex realize that danger is brewing, they try to track her down and rescue her before “The Harvest” begins.

In the b-story, the girls decide to organize a surprise birthday party for Jerry.

4 (30)- "The Yuck Factor"
Airdate: August 15, 2003

Noting that Jerry 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 head straight into Jerry's body to stop Doctor V and his henchmen from using Jerry to take control of WOOHP and the world.

In the b-story, Alexandra tries to avoid the frog dissection project in her biology class.

5 (31)- "It's How You Play the Game"
Airdate: August 18, 2003

Zanzibar is winning every event in the Winter Olympics despite the fact they are not even training. The spies go undercover at the games and find out that the team's coach has developed new metal bugs that allow the athletes amazing talent, and is using them make up for his own Olympic failures and the spies try to stop him, they 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 three of bugs are used on her!

In the B-story, the girls all develop a crush on David, but they fight over which one of them he likes the most. In the end, David tells the girls that he likes all three of them and that he could never choose between them, but the girls still end up fighting over him.

6 (32)- "Here Comes the Sun"
Airdate: August 19, 2003

Sudden spikes in global warming and ozone holes start occurring at the same time that a new suntan lotion labeled “Sun Block SPF 10,000” goes on sale. Just a coincidence or a somewhat apocalyptic marketing plan? The girls try to find the culprit fast since the earth is getting hotter and hotter by the minute.

In the b-story, Clover endeavors to persuade David into selecting her as a model for his painting.

NOTE: This title is a play on the song, "Here Comes the Sun" by The Beatles.

7 (33)- "Green with N.V."
Airdate: August 20, 2003

The girls are entangled with a mission when they learn a new cologne, Possession, is causing men to go in search of their "true love", perfume designer Natalie Valentine. And unfortunately, even Jerry falls under its effects! The spies go undercover as men and figure out how Valentine makes her perfume.

In the b-story, the girls are fighting over who's going to ask David to the Beverly Hills High upcoming Sadie Hawkins dance (a dance where the girls ask the guys), but at the end of the episode, when they ask him if he'd like to go to the dance with all three of them, he reveals that Mandy asked him to the dance three days earlier.

8 (34)- "Boy Bands Will Be Boy Bands"
Airdate: August 21, 2003

The Spies investigate the hottest new pop band, Teensicle, when one of the band members mysteriously disappears. When he resurfaces seemingly safe and sound, the spies detect strange changes in his personality and talent. It turns out a group of washed up pop stars named Boy Candy are stealing the current pop stars' faces in order to revive the has-been' careers. Also when Alex makes a snide remark about the band's mother, they swap her face for the ginger haired smoking woman while she gets Alex's face.

In a b-story, Mandy's throwing a pool party to celebrate her getting a tattoo, and invites Sam and Clover but not Alex, feeling that Alex isn't "cool enough" to attend. Alex contemplates getting a tattoo so she'll perceived as cool, but in the end she doesn't and goes to Mandy's party anyway. After Mandy tries forcing Alex to leave the party, Alex gets angry and shoves Mandy into her pool. Mandy's tattoo gets all smudged and runny, showing it was actually a fake, and everyone leaves the party (including Sam, Clover, and Alex).

(Special Note: T-Bone of Boy Candy reappears in Season 5 episode "Evil Hotel", once again a famous celebrity)

This episode title is play on the old saying "Boys will be Boys".

9 (35)- "I, Dude"
Airdate: August 22, 2003

When tsunamis begin to trash beach-side resorts, the spies are sent to Australia to investigate. It turns out that Frankie Dude, an evil surfer who lost his pinky toe and career thanks to a new pier, has plans to melt glaciers and send tidal waves to the five biggest surf spots in the world with the last one having the possibility of destroying their beloved Beverly Hills!

In the b-story, Sam goes on a hunger strike with David to protest the loss of their lunch lady thanks to a new machine.

10 (36)- "Mommies Dearest"
Airdate: August 25, 2003

Looking for Mother's Day gifts for their mothers, Clover, Samantha, and Alex find a flyer about a special offer at a spa. But after they get there they notice that their mothers are not behaving normally.

They find out that their arch nemesis Tim Scam has escaped from prison and has turned their mothers into cold-blooded assassins. In the end, Sam steals Scam's device that controls the brainwashed mothers. She alters the frequency on the control and the mothers beat up Scam instead.

In the b-story, Jerry spends Mother's Day at his mom's house; and soon regrets his decision.

11 (37)- "Zooney World"
Airdate: August 26, 2003

Clover's cousin (Norman) is an avid fan of "Zooney", a television show which has become a favorite with children. But meanwhile, children all over America have been reported missing. Jerry sends Samantha, Alex and Clover to track them down, but before they can launch into their mission, Sam and Alex need to come to Clover's aid, as she has been grounded by her mother Stella for disobedience.

The situation reaches an impasse when Stella remains adamantly opposed to changing her mind.

In the b-story, Clover faces a period of emotional turmoil when Stella orders her to take care of her puerile and objectionable cousin, Norman, to whose mischief Stella constantly turns a blind eye.

12 (38)- "First Brat"
Airdate: September 24, 2003

With Jerry Lewis off fishing with the President in hopes of wrangling a White House appointment, the girls are formally enlisted to keep an eye on the President's daughter Madison. Yet their new mission turns out to be a terrible ordeal, as years of putting up with being surrounded by the media and the secret service have exerted a bad influence on the young girl.

Typically the spoiled child, Madison dissembles her abrasive manners when the president is around, so that she has never been reprimanded for her misdemeanors. When she transgresses the limits, however, the girls resort to keeping their distance, not knowing that their absence enables a giant robot spider to sneak into Madison's bedroom. When it has dawned on the spies that she has been kidnapped, they find an electronic message left by the disguised abductor who requires the delivery of an insane scientist in exchange for Madison's release.

As the onus for the girl's safety has been shifted onto them, Samantha, Clover and Alexandra resolve to tackle her rescue on their own. After they have liberated Madison, she atones for her exceptionable antics and apologizes for impugning the spies' prowess.

In the b-story, the President offers Jerry a job at the White House.

13 (39)- "W.O.W."
Airdate: April 19, 2004

Seemingly ordinary women across America keep going berserk and attacking men and unaffected women. All of the berserkers turn out to be descendants of an ancient guild of warrior women who intended to wipe out all men and inferior women. They failed but one of the descendants named Ariel has been reviving the idea using their descendants and Sam's falls prey to her magic!

In the b-story, Clover decides to be a club member of a secret club named MIG, but she doesn't know that MIG means "Mandy Is Great".

14 (40)- "Stark Raving Mad"
Airdate: April 20, 2004

Sebastian escapes from prison and he plans to use a special remix of a rave music track to hypnotize people into destroying the spies' favorite places. When the girls discover that Sebastian is the villain behind this, he hypnotizes them to help in destroying Beverly Hills High.

Luckily, Jerry rescues the girls and they stop Sebastian by sabotaging his music transmitter, which was hidden beneath the sign at the entrance of Beverly Hills High.

In the b-story, Alexandra believes that she is doomed to 7 years of bad luck after accidentally breaking her Compowder (which had a mirror in it that also broke).

15 (41)- "S.P.I."
Airdate: April 21, 2004

A new spy agency has been created, and is stopping crime before WOOHP arrives. Super Protection International (SPI) proves more efficient and forces WOOHP to shut down. Beverly Hills High even hosts a SPI Appreciation Day to celebrate the agency's victory.

But Sam does not feel like abandoning WOOHP that easily, and investigates SPI. But then she gets captured by SPI agents. Can Clover and Alex save her and stop SPI before it's too late?

In the b-story, Alex and Clover apply for a part time job at the Chic Boutique.

16 (42)- "Animal World"
Airdate: April 22, 2004

This episode is where a villain named Dr. Fox takes on his own kind by injecting human DNA to zoo-caged animals to become civilized and the ability of speech and walking, and also injecting animal DNA at humans to make them primitive and violent like the zoo-caged animals. Clover is hit by the injection and acts like a dog (But can still speak normally).

In the b-story, Clover is in a quandary about whether to attend the WOOHP company picnic or to rendezvous with her classmate David instead.

17 (43)- "Nature Nightmare"
Airdate: April 23, 2004

The Spies go camping in a remote Saskatchewan Forest to investigate a garbled but alarming message from a TV news crew who vanished while looking into reports of the disappearance of dozens of loggers, farmers and hikers in the area while one reporter was trapped in a cacoon and also been put in a coma thanks to the rescue by Sam. The girls learn that the evil Rasputin Zero has created plants with intelligence in order to protect themselves from humanity, but his creations soon run out of control and plan to attack innocent people. Can the spies defeat this massive enemy by eliminating it from the source?

In the b-story, Clover tries to show David she's extreme when she gets rejected for rock-climbing, going so far as tell David her career as a spy!

18 (44)- "Alex Quits"
Airdate: April 26, 2004

When Alex screws up on several WOOHP missions, she begins to seriously doubt her spying abilities. Then, when Jerry introduces the girls to Britney – a pretty, smart, sweet, spy-in-training who's been assigned to help them on their next mission – Alex only feels worse. In fact, she thinks she’s on the verge of being replaced. When she screws up again and lets a villain (who's invented a device that literally slows people down) escape, she decides to quit WOOHP altogether.

In a b-story, Alex does an extra credit project for science class (about molecules) that helps her stop Willard from slowing the world, save Sam, Clover and Britney and gain her confidence back.

19 (45)- "Totally Switched"
Airdate: April 27, 2004

Well-known people in England have been making headlines after completely changing their personalities and interests. The girls investigate, but Sam and Alex mysteriously vanish. Clover calls Jerry for help, and the two figure out that the personalities of each pair of people affected have been traded. However, things get even worse when Clover and Jerry's personalities are swapped — on the same night that Clover is going to guest star as a deejay and Jerry is going to be knighted! In the b-story, Clover and Jerry prepare to be a deejay and knighted.

20 (46)- "The Elevator"
Airdate: April 29, 2004

Clover has a hot date with a football player, and manages to drag Sam and Alex along to go with his tweedle-dee and tweedle-dumb brothers. When the girls are called away on a mission to explore a break-in to the office of secret information, the girls are lured into a trap when the thief escapes through an elevator shaft, leaving the girls dangling at the 75th floor! With no gadgets and no way out, the girls prepare themselves for remembering the good and bad days of working for WOOHP; but with one sudden movement, the elevator might drag them to their death. Will they be able to get out alive?

B side-story: Sam and Alex are jealous because they were forced to go with Clover on the triple date.

21 (47)- "Ski Trip"
Airdate: April 28, 2004

While they were looking forward to a fun weekend at a ski resort, the school ski trip morphs into a disaster when Sam, Clover and Alex find themselves doubling up with Mandy.

Furthermore, one of their old enemies has escaped from prison and is meditating revenge, which not only puts them in a highly dangerous situation, but also obliges them to capture Dr. Gelee without tipping off any of their classmates that anything unusual is happening. Unfortunately, Dr. Gelee has kidnapped Mandy (mistaking her for Clover), forcing the girls to save her.

In the b-story, Clover and Mandy compete for a snowboarder guy named Todd.

22 (48)- "Matchmaker"
Airdate: April 30, 2004

For absolutely no reason at all, the strange "Arrow through the Heart" dating booths appear out of nowhere and all the girls in Beverly Hills, Sam & Alex included, are addicted to their very hunky boyfriends in the process. But Clover suspects something's wrong, and decides to get to the bottom of it, even without Jerry's help. Clover then learns that the heartbroken Eugene Snit has created the dating service and is multitasking as every boyfriend with an evil plan to break every girls' heart on Valentine's Day!

In the b-story, due to the fact that her last boyfriend bought tickets to a monster-truck rally, Clover is having a break from dates, going on a self-imposed "dating hiatus".

23 (49)- "Brain Drain"
Airdate: May 3, 2004

When Sam is on the Brain Busters Show, something mysterious happens when Sam suddenly forgets all the answers and she loses miserably and Alex and Clover are suspicious that something is going on other than a game show. Meanwhile, Jerry attempts to run tests on Sam, but she escapes. Alex and Clover find an intelligence-sucking device in the capsules. Sam runs into the Planet Sushi, where she finds Zack and soon is occupied with the food. Jerry finally finds Sam and drives her back to WOOHP when he is called by Alex and Clover. The news they give is the intelligence-sucking device and they have to sneak back to find more. Alex and Clover find some trouble, and discover that the girl who won against Sam is working with the game show host. Soon, it goes to a game of Brain Busters while Alex and Clover are trapped in a glass tank with barely any oxygen. They manage to escape, and attempt to stop them.

In the b-story, Sam must tutor Zack in science.

24 (50)- "Fashion Faux Pas"
Airdate: May 4, 2004

The girls learn that Helga von Guggen has escaped from prison and track her accomplice Trode to a secret warehouse. Inside, however, they're overjoyed when they find the designs of the anonymous designer Mystique. The only problem is that when they try the clothes on, they won't come off! Now the girls have to find a way to stop Helga before she gains her revenge on the fashion world by suffocating everyone with her new clothes!

In a b-story, Sam becomes hooked on Tyresius, the new mall psychic who's really a balloon salesman named Tony.

25 (51)- "Toying Around"
Airdate: May 5, 2004

A high-tech toy manufacturer uses military microchips to make his action figure toys more realistic. However, an unintended consequence of his actions is that the toys start to think for themselves and are bent on world domination.

Also, in the b-story, Clover gets a new boy toy who caters to her every whim.

26 (52)- "A Spy is Born II"
Airdate: September 19, 2004

Leaving off after the first part of "A Spy is Born I", the director Lumiere has kidnapped Alex! Sam and Clover must follow his clues to find her, avoiding his traps along the way.

In the b-story, Sam gets a secret admirer called A.J., only to discover it is really Arnold Jackson, the school nerd.