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Season 3: 2004 - 2005Edit

# Title Airdate Prod. #
53 "Physics 101 Much?" October 3, 2004 228

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. Eventually Clover gets the bedroom but quickly changes her mind about it when she discovers she's next door to her sworn enemy, Mandy. Villain: Major Snell.

54 "Freaky Circus Much?" October 10, 2004 229

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. Villain: The Ringmaster.

55 "Computer Creep Much?" October 17, 2004 300

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! Villain: Unknown computer virus.

56 "Space Much?" November 7, 2004 304

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. Villain: Lady Luna.

57 "Evil Coffee Shop Much?" November 14, 2004 305

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 discovers the spies' secret... and, impressed by her tenacity, Jerry decides to make her a spy! Villain: The Coffee Guy

58 "Forward to the Past" November 21, 2004 306

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, hyper sonic speed dating. Villain: Boogie Gus.

59 "Planet of the Hunks" November 28, 2004 307

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 find Clover's diary - and read it. Villain: Felicity Fensins.

60 "Morphing Is So 1987" December 5, 2004 308

Tim Scam is back and this time he's built a "morphing robot" (think T-2) that can effortlessly create an exact copy of anyone it touches but the copy comes with a darker, ruthless personality. Suddenly, 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 Sam's identity. As Scam plans to attack WOOHP, only Alex, Clover and Jerry stand in the way of WOOHP being crushed forever. In a b-story, Sam becomes a taskmaster – micromanaging her roommates' schedule of chores. Villain: Tim Scam

61 "The Incredible Bulk" December 12, 2004 309

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." Can Alex save her Bulky Boyfriend before he explodes? Villain: Ulrich Wernerstein

62 "Super Nerd Much?" December 19, 2004 310

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. Villain: Arnold (Dash Dawson).

63 "Dental? More Like Mental" March 6, 2005 311

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, Mandy goes broke, but it's later revealed she's lost her credit card as a result of having poor grades. Villain: Dr. Logan Jay.

64 "Escape From WOOHP Island" March 13, 2005 312

Britney's plane goes down and the island she crashlands 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. Villain: Willard and the villains from the island.

65 "Scam Camp Much?" March 20, 2005 313

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. 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. Villain: Miss Paragon.

66 "Evil G.L.A.D.I.S. Much?" March 27, 2005 314

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

67 "Super Agent Much?" April 3, 2005 315

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 beginning to act very 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 to get their best friend back. In a b-story, Clover's busy social life is interrupted when she becomes a super agent. Villain: Geraldine Husk and Clover(Geraldine turnt her in to a cyborg, but in the end she turns back)

68 "Evil Airlines Much?" April 10, 2005 316

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 is 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. Villain: Captain Hayes

69 "Creepy Crawly Much?" April 17, 2005 317

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. Villain: Max Exterminus

70 "Truth or Scare" April 24, 2005 318

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, YesWay. 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 and the world. In the b-story, Alex admits her best friend is Ollie, a turtle toy. Villain: Earful Cyril.

71 "Feng Shui Is Like Sooo Passe" May 1, 2005 319

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 assistant, but Tara decides to change herself into Clover. Villain: Yin-Yang

72 "Evil Valentine's Day" May 8, 2005 320

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. Villain: Myrna Beesbottom.

73 "Halloween" May 9, 2005 321

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 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 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. Clover unwillingly becomes a hideous ghoul, undergoing another painful transformation! Can Sam and Alex 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. Villain: Vista Verde.

74 "Power Yoga Much?" May 22, 2005 322

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 ep #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. Villain: Shirley

75 "Head Shrinker Much?" May 29, 2005 323

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. Villain: Professor Link.

76-78 "Evil Promotion Much?" July 31, 2005 324-326

Sam, Clover and Alex learn they're promoted to become Super Spies and they go to the promotion training center, where they meet Terence and Dean. After training, the center starts an earthquake and Dean mysteriously disappears. The spies find out Terence is evil and kidnapped Dean. Terence gives the spies the ransom: Eliminate Jerry and take the microchip from him or the spies will never see Dean again. Returning to Beverly Hills, the spies decide to create holographic images of themselves to trick Terence. The spies tell Jerry everything and Jerry decides to exchange the chip with a fake. The spies fake eliminating Jerry, but when Jerry falls into the river, the spies feel sad as they see Jerry is gone. Sam, Clover and Alex return to the training center where they find out the captured Dean was a doll and the real one is evil. Terence takes the chip. After Terence and Dean send the spies to a deathtrap, a mysterious pilot rescues them -- it's Jerry! Terence finds out the chip is a fake. The spies discover Terence's plans to destroy W.O.O.H.P by using the robots with Jerry's look and he's Jerry's twin brother. Terence takes the real chip from Jerry and kidnaps him. The spies find out Dean was fake working for Terence. Terence and the robots, with Jerry as a hostage, arrive at W.O.O.H.P and attack the building. The spies and Dean arrive and save Jerry. The spies, Jerry and Dean save W.O.O.H.P, arrest Terence and the spies are promoted. As the spies celebrate, Terence escapes from prison. In the b-story, Alex starts the rabbit diet, Sam decides she's a plain Jane after seeing the holographic image of herself, and Clover asks Dean for the dance. Villain: Terence Lewis.