Ben is currently looking around Beverly Hills. "Become an international spy to fight evil" he said to himself. "Well, if I am going to be a spy, I guess I'll be undercover, and no one would know who I am" he said.

At that moment he got a call from Clover, "uh hello?" He said. "Sam, Ben its Clover, your never gonna guess what happened" she said. "Well whatever it is it can't be worse then getting attacked by a computer virus" she shot back.

"Oh yeah try a round of WOOHP tumble weed wrestling" Alex said. "Pull on the tendril closest to the center the rest will all stand straight" Ben said over the phone. "Hey it worked, wait how did you know to do that?" Alex asked. "I've been the desert before, like a tumble weed never got me either" he answered.

"What happened to you?" All three asked him. "Well nothing actually, WOOHP hasn't got me ye..." his sentence was cut off when he noticed a lot of girls staring at him. With stars in their eyes, "uh hi can I help you?" He asked nervously. Then he spotted his face on the front of a magazine with a big W on it.

"Hi there handsome, mind if we get a picture?""or an autograph?""how about a date?" He girls then chased him. He managed to outrun them only to bump into Alex. "Ouch hey Ben" she said dizzily. "Now they done it they turned me into a celebrity again" Ben cried. "I don't want to be torn apart by super fans!!", "okay that's it! It's time to call that jerk Jerry a call and give him a piece of our minds" Clover said.

Said baldy's voice was on the phone, "Hello Clover, so lovely to hear from you" he said. "Hey mister" Alex yelled, "save it for some one who's buying". Sam then spoke up, "yeah we know what you and your sneaky organization are up to, your making our lives miserable so we'll be spies for you" she said.

"And get my face off your magazine!" Ben said. "Well I have no idea what your talking about, and Ben that wasn't us, apparently the world finds you to. Be one of the top most handsomest men" Jerry said.

Ben then down casted, "well then do something about it, I don't want to be a celebrity again" he said.  Jerry ignored his request, "Any way its against WOOHP policy to interfere with civilians' lives" he said.

"Regardless, I'd be happy to help you out of your current situations provided you help me as well" he added. "I can't believe it, we're being blackmailed by a bald geaser" Clover complained. "That's balding" Jerry corrected, "I wouldn't be surprised, the oldest are the most cunning" Ben said.

"And trust me, you won't regret your decision" Jerry said. After a little while both Alex and Ben were sucked into a vacuum of a WOOHP jet. After they entered Jerry spoke up, "right now it's time for your official WOOHP training".

"This is so bogus" Clover complained again, "you just busted my eardrum" Ben said. "Exactly what kind of training are we talking about?" Sam asked. "For the next 48 hours you will be instructed in extreme martial arts" Jerry said as he did a king fu kick.

"High tech weapon and equipment use" he added riding a random jet pack. "And super secret surveillance techniques", the British baldy was inside a box.

"In short, it'll challenging, grooling and extremely demanding". Ben then smiled, "that's just how I like it" he said. "So what's the upside?" Alex asked, "well we do get to see Tad in a flight suit" Clover squealed.

"Speaking of suits" Jerry said as he pressed a button on a remote that changes the girl's and Ben's attire. "Aaahh!?""Jerry!""I wonder if these'll go to my transformations?". Their clothes were replaced with white tank tops and black combat pants.

"I have to admit this is cool" Ben said, "how could you..." Clover was saying before getting a good look at Ben. Then fainting backwards with hearts in her eyes. "Whoa Clover are you okay?" Alex asked concerned.

"Yeah what happe..." Sam said as they both got a look at Ben. They just blushed and turned away. "Now here are your spy uniforms" Jerry said. "Now let's begin shall we" they all then sky dived out of the plane.

Sam, Alex, Clover and Jerry had parachutes, Ben used Stink Fly's wings.

The spy training was going on, the four were scaling down a skyscraper, the girls were equipped ropes and Ben with Snare-Oh's tendrils. Alex accidentally fell into a room through a window.

"Alex!?" Sam said concerned, "I'm okay" she said popping her head out. "Don't worry Alex" Ben called out almost to the target window. "Happened to me when I was spider monkey, you should've seen it I accidentally fell into a jacuzzi... hey what's pecking my bandages?" He asked when he started falling. As it turned out a pigeon had pecked at them and snapped them.

In reaction the shapeshifter braided his tendrils and grabbed the top of the building. "Whew I found out why people like to braid things, makes it stronger" he said.

Another one, they were in a van. It was an entire surveillance headquarters. Clover spotted something, Ben used Upgrade's powers to merge his head with the periscope. He saw Jerry in a burglar outfit then Clover rushing outside to a clothing store.

The alien teen in merged and face palmed. "Really?" He said as Alex and Sam did the same thing he did. Next was Paris France on a yacht. They were in sailor based outfits, Clover had found what they were looking for. It was a bomb, "AAAAHHH!!" She screamed.

Ben grabbed it from her and kicked it to a safe distance with Kicken Hawk's leg. Which unfortunately was Jerry's boat from which he was surveying from. "Zutah lor" he said as it exploded part of his boat.

"Oops, sorry Jerry" Ben called out, embarrassed sheepishly rubbing his head. The girls patted his back in sympathy.

Final training test, they were on an island. There were WOOHP employees loading three bikes onto the docks. Jerry lead the four to a temple that was there.

"Wow this is amazing" Sam said, "reminds me off a Mayan temple I traveled to in Mexico" Ben said. "In my world of course, had to get a powerful weapon to keep it safe from evil hands. Got thrown around by the Mayan god of death Ach Pu" he said. "Four arms was thrown around like a rag doll" he added.

He girls winced at his statement, "time to focus ladies, and Ben" Jerry said gladly. "I'm going to show you a fool proof WOOHP cater called blender of death, observe the five lethal slices" he added ripping off his office suits leaving his tank top and tie.

"CHOP, CRUSH, SLICE" he yelled slicing up multiple fruits. "PURRE, LIQUIFY. Okay now show me blender of death". The girls and Ben got into a fighting stance, "oh yeah" the teen shapeshifter said turning his arms into a combination of XLR8's and Rath's.

"This is kinda fun" Sam said excitedly, "bring on the baddies Jerr" Alex added. "And the tropical fruit" Clover said as she changed into a random Kimono and sliced up tropical fruits.

The four sweat dropped, Jerry then pressed a button on a remote and a giant four armed robot appeared. It threw a punch at them but they jumped out of the way, with Crash hopper's legs Ben leaped up and gave a kangaroo kick to it. Then joined the girls in slicing it up.

"CHOP CRUSH SLICE" they said as they eviscerated the robotic limb. "Oh yeah" they all said before the robot got back up like nothing. "Oh you've got to be kidding me!" Ben said as he turned into Omni and grew huge. Humungosaur size.

"Let's see how you take this POLARIS PILE DRIVER!!" Ben said throwing the robot into a pile driver. "Should've done that in the first place" Sam said. The robot got back up and smacked Ben back.

They charged again after Ben shrank back and joined them. They managed to slice the robot's legs off and it fell down. Jerry then whistled and the things head popped out with four long tentacle legs.

"Anyone know the catap for run?" Alex said as they ran.

It started chasing them all, the girls jumped off, their uniforms changed into yellow jumpsuits. Ben got a similar suit only emerald green and he flew upwards with Astrodactyl's wings and jet pack.

"Whoa boy, girls where are you I think Jerry's taking it a little too far" Ben said as he saw them riding away on motorcycles. "Or maybe not", he said flying down to them as the robot shot lasers from its eye.

"So what's the plan?" Ben asked, "since we can't out fight, our fight or out run it, we're gonna out smart it" Sam said. "Good plan, who needs AI when you have natural gifted intelligence" Ben said as they sped into the jungle.

As the mechanical menace got closer, Ben and Sam moved in front of it. "Hey Grease breath" Ben taunted, "over here" Sam added as they ran off. Alex sped k. Front of it with vines attached to her bike and made the robot stumble a bit.

Clover ran up a rock ramp and jumped off when the bike took off leaving it to hit the robot. "Take this" Omni said as he threw an Atomix energy ball towards it. A large explosion later the thing was defeated.

"All right" Alex said as the all high fived, "how was that for successery Jerr?" Clover asked. "Most impressive, maybe you can be spies after all" Jerry said. "I used to be a super hero, being a spy I would be an easy task" Ben said.

They later got on the giant WOOHP submarine that was there and Jerry discussed the mission. "Being a spy is so cool" Alex said ecstatic, "I always wanted to take a sea cruise".

"Yeah me too" Sam said, "not me, I took a trip to the Bermuda Triangle once and ended up destroying an underwater hotel" Ben said.

"You have a weird life" Sam said, "yeah well we are all spies" Ben retorted. "Glad to see your training went well, it's a pleasure to be working with you" Tad said. "Oh the pleasure is all mine" Clover said going Gaga over him again.

Jerry then cleared his throat, "are there any rules about in office romance Jerr?" Clover asked sarcastically. Jerry then activated the screen, "now onto the mission, there have been numerous disappearances in the greater Los Angles area" he started.

"One of them being Rock star Rob Heart throb" Clover then squealed in joy. "ROB HEART THROB? He is like my special celeb soul mate" she said. Clover then started crying and wiped her tears into Jerry's tie and Ben's sleeve.

"As much as I would gladly be a shoulder to cry on, you ruined my uniform" he said ringing out his sleeve. "Well you can stop the sobbing because you'll be investigating a celebrity of a different sort" Jerry said as he put up the photo of a man with major hair issues.

"Peppy Wolfman" this time Alex lit up, "like I said before, a peppy pet is a happy pet" the image said. "oh Ive heard of this guy before" she said.

"He's a pet motivational speaker, he cheers up the pets of the rich and famous" she continued. She grew downcast when she heard what Jerry said. "Or at least he was until he completely vanished from his Beverly Hills office" he said.

"We want you to investigate and see if these disappearances are related" Tad said. Jerry then took out a monocle and a pen, "and now for a spy's best friend the gadgets" he said.

"We have the fountain recorder pen, monocle magnifier and my favorite the ascending ascot cable", Jerry's tie then shot out a grappling hook.

"Sweet" Ben said then Clover went over and leaned on his tie. "Um Jerr if we're going to do this whole spy thingy we're gonna have to do it with some style" she said.

"I kinda agree with that" Ben said gesturing to his uniform. "I like the color but the style isn't me". "I took the liberty of making up some designs" Clover said showing them some uniform designs.

For some reason they looked similar to sailor moon. Both Ben and Jerry disagreed on the designs. That was until they hit the jumpsuits.

"That's the ticket" Ben said, "now that's more like it" Sam said. "Very well" Jerry said as his wallet device scanned the drawings and projected new suits on. Them.

"Awesome" they said, "man I feel like I went Ultimate, it's a hyper evolution thing that the Omnitrix has" Ben explained.

"Now for your albeit, unorthodox gadgets" Jerry said as he handed them their gadgets. "The compowder, a communication device super computer, discretely disguised as a make up compartment" he said as Clover picked one up.

"The com-system, similar to the compowder only for male agents and in the form of a game system" Jerry said giving it to Ben. "Cool hey it gets satellite television" he said fiddling with it.

"The expandable cable bungee belt, the laser lipstick" as if on cue the make up made weapon blasted a laser from it when Alex accidentally activated on mention.

"Oops" she said as the laser hit a pipe. "I'm on it" Ben said as he stuck the hole with Spider monkey's silk. "The ever expanding bubble gum, the suction cup bottom drill heel gogo boots" he continued.

Clover commented on the heels, "the heat sensor 6,000 motion detector sunglasses" "wow coolio" "the molecular separating Perfume, the tornado in a can of hairspray""awesome""the super foaming palmade grenade, and of course the jet pack back packs" Jerry finished.

"Talk about packing a punch" Ben commented. "Yes" Jerry responded, "so Jerr, where's our super cool transport device to get us to Peppy's office" Sam asked. "Just leave that to me" he said, "in going to regret letting him do that" Ben said.

They were later jettisoned out of the torpedo cannons in a weird craft. "I knew it" Ben said as they were launched into the air.

After they were above Peppy's office they dropped out of the craft and went in disguise. "Spy time" Ben said as they made it outside the gates.

They saw a celebrity enter the place holding a cat in her arms. "Okay spy sisters, and potential boyfriend" Clover said, "its mission time". She then changed into her spy suit and used her bungee belt to leap over the gate.

The other followed suit, Ben turned his legs into Crash Hopper's and jumped over it. "Whoa whoa whoa whoa, time out Clover" Sam said, "don't you think we should try to look a little less like teen spies?" She asked.

"Disguises are a great idea Sammy" Alex said, "only how does it even work?" Ben asked. Clover then swiped it from San and started fiddling with it. A lot of disguise options came up, Clover had accidentally selected farm girl and then got a very rich disguise.

"Now this is more like it" she said, Sam disguised herself as a wealthy man and Alex got a young girl. "Viola, the perfect Beverly Hills family, now all we need is a pet" Sam said.

Ben smirked, "in so on top of that" he said turning into predator, "how's this for animal?" He asked. "Too much maim not enough cute" the red head said.

Alex then whistled and the pig she rescued when they met came out of her bag. "PU, what are you still doing with that thing Alex?" Clover asked. "It's not a thing its Oinky" she said holding him up.

"Well I guess you two will have to do" Sam said as they all walked in, "thanks" Ben said trying hard to resist the urge to eat the pig.

Once they entered, the receptionist was having a hard time getting people to calm down with their pets. "This may be a problem" Ben said before biting a dog's tail for swatting him in the face.

"Mr. Wolfman isn't seeing any of his animal clients today, please I need you all to leave" the receptionist said. "As long as she's there we're never getting in" Ben said.

"If we're gonna find out what happened to Peppy, we've gotta get passed that receptionist" Sam said. "Sounds like we need a five alarm diversion" Clover said. "I have an idea, okay Oinky, want to be a deputy spy" Alex asked the pig.

"Go hog wild for mommy" the pig caused a lot of chaos. "That should be good enough" predator said as they ran to Peppy's office. "I'll pass through" he said as he went intangible and phased through the door.

Clover sprayed it with the molecular separating perfume on the door. They all phased through, "oh what's getting grabby with my bag" clover asked when her purse got stuck in the door.

Ben chuckled by her humor, he transformed back and they transformed into their spy suits. They investigated for a while but nothing turned up.

"Um hello what's this thing?" She asked shaking a dog bone decoration. "Ooph, spying is a lot harder than I thought?" She asked. "when was it ever?" Ben asked turning into Omni and shrinking going through the desk drawers.

"If only WOOHP had a time machine we could see what happened to Peppy in person" Alex said. "And though one of my aliens has time powers I can't replay far off events, it's too much stress on my powers" Omni said.

He jumped off the desk and grew back to original size. "But not if you've been keeping an eye on the place" he said pointing to the security camera.

He gave Sam a boost up, she tried to plug her com-powder in and accidentally got her and Ben shocked. "Oops sorry" she said then plugged it in to the correct plugin.

They saw Peppy looking at himself on the camera. "Hey there's Peppy, but he looks harrier than the picture Jerry showed us" Alex said. "Reminds me when I first got blitzwolfer, the transformation was slow and it looked like I was slowly turning into a werewolf" Ben said remembering the first time he met the laboan.

He left from view, "oh how dare he walk away, doesn't he know we're spying on him?" Clover said. Ben sweat dropped, "maybe he comes back later" Sam said as they fast forwarded and saw him again.

"Whoa what is that..." Clover was saying before Ben finished her sentence. "Hair day disaster?" He said, "I think that may be Peppy" Sam said then zoomed in on a receipt with a diamond symbol on it.

Next thing he knows the receptionist is back banging on the door of the office really ticked off. "You celebs think you can just go anywhere you please, now let me in or I'll break the door down" she roared.

"She's even scarier than Vilgax" Ben said backing away. "Oh no it's the receptionist" clover said out of fear. Omni went invisible, the girls jumped onto the ceiling using the suction cup bottom go go boots to stick up there.

After she left they exited out and headed to the mall. "I'd say that our first mission was a success" Ben said. "Besides that one bad hair day moment, I'd say our mission was way cool" Clover added. They all got trampled by a mob of people.

"Ouch" Ben groaned as he got up, "rude much" Clover inquired. They followed them and found themselves in the presence of a gnarly make up process called the fabulizer.

The noticeable parts of the style are a bleach blonde streak of hair and a facial mole. "Isn't that the same hairstyle that Peppy had?" Ben asked, "yeah your right Ben that's the exact same one" Alex said.

Jerry and Tad then called, "hello girls and Ben, how's the mission going?" He asked. "Great and we have our first lead, apparently Peppy was fabulized" Sam said. "Or in other words put through a gnarly make up machine and got an unoriginal look" Ben said.

After realizing that they were late for school Jerry sent them there on a jet plane. Unfortunately some hot head in the skies decided to start a fog fight with them. "Focus on getting to school I'll handle fly boy" Ben said turning into Omni then phased through the ceiling of the air craft.

"Okay let's see you try to fly with ice on the wing" he said as Omni blasted the enemy jet with an ice beam. That worked well enough to get them out of there and to school. And at the moment they were trying to get to class with out being caught by Miss Scritch.

They managed to sneak into class, and after they went to the cafeteria only to see every single person with that weird look called fabulous.

"Nice face losers that look is so yesterday" Mandy said before she and her cronies stomped the ground and sent them a tailwind. "Also handsome, why're you still sticking with them? Be with me and you'll rule this school". Ben ended up gagging at that remark.

They later met up with Jerry, who was working in the kitchen. "Hey nice costume Jerr only why are you wearing a hair net if you've got no hair" clover asked. His head sparked with lightning from that. "I have some hair clover" he said.

"On the mission front I've been able to make some head way, as it turns out all of the missing people had the fabulosizor treatment prior to vanishing" Jerry said. "Looks like we have a pretty good idea on why they've been taken" Ben said then miss scritch showed up again.

Ben immediately reacted and used the camo slime maneuver. Do made them look like a vending machine. He made sure the coast was clear, "whew that was closer he said reverting back to normal.

"I read her mind and she said that she has evidence of Sam damaging the school, because of the laser lipstick" he said. "Great now if she catches me I'll really be in trouble" Sam said down cast. It was Mandy who had suggested it be her and for some reason Jerry made her the subject to spy on for the mission.

Later that night the four were waiting outside Mandy's house. Ben was feeling uncomfortable considering she may see and miss understand. "That must be Mandy's room, too bad we can't see what's going on" Clover said.

"You can't but I can with wild mutt heat sense" Ben said growing wild mutt's gill slit things. "And with the help of the heat sensor 6000 motion detector sunglasses" Sam added.

They both saw her brushing her hair. After she was fast asleep they made their way into her room. Ben turned into Omni and levitated up with gravity manipulation and the girls used their bungee belts.

Ben turned into predator to get a better hunting skill. Meaning he can easily find clues with predatory skills. "Man she really needs to clean up in here" Ben commented on Mandy's disheveled room.

While investigating they heard a signal ping, this had irritated Ben a lot.
"Ben what are you doing?" Clover said, "hybrid alien remember, and I'm comprised of predators, my hearing is way stronger than yours" he explained covering his ears.

Sam pulled him to her hiding place with her bungee belt. Mandy then got up and walked outside, the four followed her.

A while later they saw a whole lot of people walking the the same direction as Mandy. Then to a large structure in the distance where they were lead by two lights which were really the jet they saw earlier.

"Hey its jet from earlier" Sam said. A large diamond looking space ship then showed up and picked them up. Oinky unfortunately was a victim of that fabulizor process. Alex panicked and went to get him, "OINKY WHAT HAVE THEY DONE TO YOU!!!?" She cried.

"Alex" the others cried as they chased after her. They got sucked into the ship's tractor beam as well. Currently they saw numerous people inside the ship repeating the word Fabulous.

"Just in case we should try to blend in with the fabulized people" Sam said. "As much as I want to say no I have to agree" Ben said.

"Do we have to?" clover asked, "I mean what's so fun about blending in with the crowd when your so used to standing out" she stated.

They all cocked a brow, "fine" she conceded and turned into a disguise. The rest fallowed and Clover got out her make up kit. "Okay immediate regret" Ben said trying to run but got caught by Alex.

"Come on a little make up won't hurt you" Clover said applying it to him. "Way to go Clover, I don't even recognize myself" Alex commented.

"If Gwen or Kevin saw me now she'd be laughing like no tomorrow" Ben commented. After strapping themselves in they sent out a distress message to Jerry.

They then saw a large space utopia in the shape of a diamond. "I don't know what that is but it does not look like a friendly place" Clover said. "Incoming were about to board" Sam said before the shipped docked at the large structure.

After they entered it looked like a very fun place. Pools, water slides, shopping areas the whole she-bang. Ben then spotted something of interest, a few individuals who looked familiar and fabulized but were still acting like normal people.

"No way" he said quietly as he walked over to them. To see if they were actually his friends and family, Ben on purposely bumped into one of them. "Sorry" he said, the red haired girl he bumped into then said hopefully, "Ben?".

He looked back to see his formerly dead cousin hugging him. "Gwen aren't you a sight for sore eyes" he said "hey Tennyson, good look" Kevin said. "Like you're one to talk" Ben retorted giving him a mirror, "touché" the absorbing teen said.

"Ben it's good to see you again" his parents said, Lyon guys too, also what are you doing here?" He asked. "Paradox brought us back to life and now we're looking for you. However we saw numerous people walking to this area and a space ship picked them up" Max said.

"We went to investigate but got sucked in, so Gwen suggested to blend in" Kevin said gesturing to his face. "Yeah same with my team" Ben said when Sam, Clover and Alex called him over.

"Girls this is my family, hey where's Rook and Zed?" Ben asked. "Hiding in the closet apparently he thinks people might panic if they saw him, because you know alien" Gwen said. "Oh yeah, anyway..." he was about to explain what he had been through when some flashy dude holding a scepter came out of a cake.

"Hello fabulites" he said enthusiastically. Ben leaned towards the girls, "I think we just found our baddy behind this" he said. The Alex nodded in agreement. "I am Fabu, your leader and savior and this will be our fabulous new home Fabutopia" Fabu said.

"Wait a sec I know this goofball" Clover said. "He's from the top ten failed models of all time prime time special". She then put in a video with her com-powder of him before the Fabulizor look.

"You're right" Alex said, "Fabu was ranked number 1 on account that his career lasted only five minutes" she added when the video showed him sneezing his outfit off. Kevin was stifling he laughter, as was Gwen and Ben along with Jimmy.

"That's what you get for wearing so many feathers" Ben said. The former model then said he drew everyone here with his hood ornament beacon and a transmitters in the cheek moles.

He then said that he was going to destroy the earth for the others rejecting his style. That made the gang gasp, "DESTROY THE EARTH THAT'S INSANE!!" Alex exclaimed. That made everyone look at them.

"Nice job Alex you blew our cover" Ben said down cast. "RUN FOR IT!!!" He screamed as they all ran in different directions. Guards blocked Ben's exit, "oh you want to fight eh?" Ben said, then turned into Predator.

"How about not" he said growing Hypnotick's wings and mind washed the guards. Then turned into Omni and grew two extra red arms and turned his main arms red as well. "Now how about four arms of justice?" He said as he gave them an extremely painful hay maker.

He saw Kevin and Gwen struggling and used Cannonbolt's powers to smash into their opponents. "Nice one Ben" Gwen said, "no problem now let's go find my team" he said as they searched the utopia. Along the way he told them that he had become a spy for the World Organization Of Human Protection.

They had all decided to join as well for either other jobs or spies as well. They later found Rook and Zed in the closet the cat alien getting tired of the alien dog chewing on his leg.

"Thanks goodness, I was starting to get worried that Zed would eat my leg off" Rook said jumping away from her. "Hello Ben good to see you again", Ben waved then ran towards the one of the rooms.

He saw them inside a fabulizor but this time they were the opposite. "Whoa what happened to you girls?" He asked, "only Fabu captured us turned his machine on us and Tad left us to be launched into space" Clover said.

"Don't worry I'll get you out" Ben said as he went into four arms mode again. "Time to heave hoe" he said before Alex managed to get her's open with the ever expanding Bubble gum. "Or you could do that" he said. "Hold on maybe I can reverse the machine and turn you back to normal".

Ben then used Jury Rigg's powers to reprogram the machine after turning the launch sequence off. "Thanks Ben" Sam said, "no problem, now let's get Fabu!" He said as they ran to get him.

Thanks to Zed they were able to easily find him and Tad due to her enhanced smell. "Ooh now that's my kind of missile" Clover said looking at it. I had a large diamond on the top of the war head.

"That diamond's not for show, it's for boring into the earth's crust and straight to the core" Fabu said. "I'll handle bulky here... ooh ohh aaahh ahhh... you get Fabu" Omni said using spider monkey's agility and Four arms' Strength.

"Okay big boy let's see you take me on" the alien said delivering a powerful kick to the henchman's chest. Then sent millions of massive punches to him. Gwen had been throwing mana projectiles at him While Kevin and Rook were working on the missile. "Hey come on get me down" Tad said, "yeah not a chance pretty boy" Rook quipped.

"Was that Rook who said that?" Omni asked turning into predator and stuck the henchman in Mucilator's gooey sacks. "Huh new transformation?" Gwen asked and Ben nodded. "Yes that was me I've been working in on my wise cracks while you were away" the revohnnogander explained.

Unfortunately Kevin and Rook were too slow and the missile launched. "Oh no talk about doomed" Clover said. "We're not done yet come on!" Ben said as they all grabbed onto the rocket.

The shapeshifter using Snare-Oh's bandages to grab his family while Gwen used her mana bubble to shield them from the vacuum of space.

The girls had equipped on space suits and were trying to figure out how to disarm the rocket. "Maybe the WOOHP  employee manual has a chapter on bomb disabling" Alex suggested.

Ben took out the manual but to his demise it was written in gibberish, "seriously did Jerry pay an appoplexian to write this!?" Ben yelled. Alex then took the book from him, "hey maybe it can still help us though" she said repeatedly banging the book on a control panel.

It actually changed the missile's trajectory, "hey what do you know it worked" Gwen said from inside her bubble. Ben had tied his bandages to the a clone of himself to help the others with the missile. "True but look we're headed back towards the space resort" he said pointing to it.

They then saw Omni without a space suit, "what some aliens can survive in space" he said as a ship piloted by Jerry was above them. "Jerry aren't you a sight for sore eyes, literally" Ben joked growing Eye Guy's eyes around him.

"Whoa" Clover said slightly creeped out, "what? I don't see what the problem is" Ben quipped as they pulled everyone into the ship. "So you're Jerry?" Max said, "why hello you must be Benjamin's grandfather" the British baldy said.

"Uh little problem the missiles on a direct coarse to Fabutopia" Sam said, "Jerry there are still people there" she added. "Not a problem buckle up spies, were packing WOOHP power"Jerry said as a bigger ship attached to the back and it rocketed past the speeding bomb.

It attached to one of the ports on the space station. The spy team ran out to it and Clover remembered that Fabu could control everyone with the his beacon. She then grabbed one and smashed it, everyone the returned to their normal faces.

"Hey what are you losers doing here?" Mandy yelled, Ben then used Upgrade's powers to hack into the PA system. "Everyone get out now, there's a missile heading towards here" he yelled then put up a display of the rocket. Everyone started to panic, "hurry" he said as everyone scurried out.

Alex was waiting for Oinky at the last second, she started to cry thinking he might've not made it. The next thing she knew the little pig ran up and tackled her. "Oinky, wow for a little guy he sure can boogie" she said as they all boarded the WOOHP space ship.

After the rocket blew up the space resort Jerry told the spies that Fabu was getting away. "How are we supposed to catch him, the ship is too heavy to chase him now" Sam asked.

"You'll have to use you jet pack backpacks" he said, "no need for me, I'm all alien" Ben said growing Astrodactyl's jet pack and they all get launched out. At first the girls had a hard time flying, "join together" he called out. They did as told and held onto each other.

"Whew thanks" Alex said, "Fabu's too far we can't catch him" Sam said. "Time for the tornado in a can of Hairspray" Clover said then kissed the gadget but accidentally kissed her helmet's face plate. "Oops".

She then launched the tornado at the escaping baddy, "mind if I add a little boom to it?" Ben asked throwing an oversized Ball weevil gooey ball into it.

Once the tornado hit Fabu's ship exploded, he managed to survive due to his escape pod. But Ben used upgrade's powers to merge with it and make
It fly back to the WOOHP space ship.

The next day Jerry congratulated the girls and Ben on a job well done on the mission. "Well done spies, apart from a few bumps in the road your first mission was a success" he said. "Not a problem Jerry it was our pleasure" Clover said.

"Even if you did force us into it" Alex added. "Yes well there was a little coercion on my part which I apologize for" he said. "Despite the forced make over Clover gave me I liked it" Ben said.

"Thanks but if you wish not to continue spying, it's your choice" Jerry said. The girls and Ben looked at each other, "well it's certainly been difficult" Sam said. "But it's been the most exciting thing we've ever done" she added.

"I'll admit, I've save d the world a bunch of times but this time felt really special for some reason" Ben said. After a long speech the all decided to continue being spies. "Thank you also Ben your family has agreed to work here at WOOHP, Kevin and Gwen are spies along with researcher for Gwen and Mechanics expert for Kevin" Jerry said.

"Your grandfather Max is working on study of intergalactic entities, your parents are working with weapons testing and your friends Rook and Jimmy are also spies. Although you won't be working with them, on occasion yes but not all the time" he added.

"Thanks it's good to see my family again" Ben said, a while later Jerry WOOHPed them back to Bev High. They accidentally bumped into the new principal of the school, "oh you must be Samantha right, well I looked forward to having you as one of my students" he said walking off.

"This has WOOHP written all over it" Ben said, "I wonder what happened to Ms. Scritch?" Alex asked.

Mean while in the arctic circle.

"Hello students" Ms. Scritch said with a slight cold. "I will be your new principal... miss... Scritch".

Back at Beverly Hills.

"I guess we'll never know" Clover laughed as they walked to the school. Mandy's car parked out front and she was complaining about a bug that splattered on her windshield.

"Hey losers clean my windshield pronto" she demanded. "Oh sure hope you like extra foam" Clover said, "Clover what are you doing?" Sam asked when she took out the palm aid grenade.

"Getting Mandy back when she least expects it, with a little help from the palm aid grenade" she said pulling the pin off and threw it at the over maintenance girl.

She was confused until the grenade exploded with a lot of foam everywhere. The spies then laughed until Sam's com-powder rang. "Girls I'm sorry to disturb you but a giant lobster is headed straight for Tokyo" Jerry said.

The girls were making excuses on why they couldn't go but gen boastfully said, bring it on". Jerry then sent a helicopter after them, "annoying much" Clover said.

"Well on the bright side were" Sam said and they all launched up into the, "spy friends forever" the all said.