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

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

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

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

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

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

It's X-Mas time and WOOHP is hosting its annual holiday party. Like all things WOOHP, the boredom doesn't last long. When a glass of punch is spilled on G.L.A.D.I.S., 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.

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

When serious exercise aficionados the world-over start behaving strangely (i.e., they grow enormous muscles, strangely colored skin, super-human strength and seriously uncontrollable tempers), Jerry puts the girls on the case. Their investigation leads them to a totally buff, totally gorgeous ex-Mr. Universe (think Arnold Schwarzenegger) whose brand new product, ""Bulky Bars"" are creating monsters. 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.

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

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 and compete over who gets the best bedroom.

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

A rich and powerful princess (that's "princess" in the "spoiled-brat" way, not in the "royal" way) is abducting hunky men (top athletes, models, etc.) from around the world to keep in her 'human zoo' for her own amusement.

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

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

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.

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

Tim Scam is back and this time he's built a ""morphing robot"" (think T-2) that can effortlessly take on the appearance of anyone. Suddenly, when the spies least expect it, people in their daily lives start to attack them. The spies ultimately discover the shape-shifting robot and then battle Tim Scam in a big showdown. In a b-story, Sam becomes a taskmaster – micromanaging her roommates' schedule of chores.

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

During a game of ""Reality or Risk"" (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 British tabloid journalist has invented a truth serum gas that he uses to gather scandalous information from celebrities for his new tabloid, RagMag. 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 use Alex to take over WOOHP.

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

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

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! Can the spies defeat the designer and his even plans before they, and the rest of the world, become infected? In a b-story, Alex has to get a job to pay the rent.

Clover is stuck babysitting Chucky, the obnoxious son of her Mom's best friend, on Halloween night, but luckily she's able to rope Sam and Alex into hanging out with her so it won't 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 soon find out that a past villain who has a grudge against them has taken over the gated community and turned its inhabitants into ghouls bent on destroying the spies. Can the spies survive the monster 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.

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