Note: I do not own Totally Spies.

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"I can't believe it. Another F." Alex groaned as she held up a paper with a giant red "F" engraved on the top.

"Aww come on Alex, it's ok." Sam said comfortingly.

"Yeah, Alex, it's fine." Clover said in her bubbly voice. "Hey. I'll tell you how we can all make it up. We'll go on a shopping spree!"

Alex half smiled. "Ok."

7:30 PM - BEVERLY HILLS MALL

"Ooooooooh! Cuute hat!" Alex said dreamily as she held up a ribbony blue and yellow hat. She tried it on. "Perfect!"

"Alex, we've been at this store for THREE hours now." Clover sighed. "Can we PLEASE go do something else?"

"No!" Alex said, grumpily. "I'M the one that got the F. It's ME that needs cheering up!"

Clover and Sam both grunted, annoyed.

"Oooh what do we have here?"

The girls whirled around to discover Mandy smirking with her two "friends" standing behind her, smiling smugly. She was wearing a bright pink baby T- shirt with faded jeans and jewels on the side. "Looks like Ms. Big fat loser needs to stop shopping before she gets another big fat FAILING GRADE."

"Back off, Mandy." Clover said, running to defend her friend. "It's not like you did any better with that D!"

Mandy turned bright red. "I...well..."She glared angrily at Clover. "Come on girls, let's GO. It's starting to STINK in here." She turned around and left.

"YEAH I WONDER WHY!?" Clover screamed back.

Alex looked down, ashamed.

"Aww it's ok, Alex. Ignore her, she's just jealous." Sam said, trying to cheer up Alex again.

"Of what? My big fat F?"

"No, no, I didn't mean it that way!" Sam said, shaking her hands, her eyes large with apology.

Suddenly her friend was distracted once again. "Ooooh! Nice purse!" Alex hurried over and picked up a bright pink purse. All of a sudden the mirror beside them opened and the girls were sucked inside.

"WHOAAAAAAAAAAAAAAA"

PLOP. Alex and Sam landed on their butts while Clover bounced out and did a few summersaults before landing right in front of Jerry.

"Hello girls. Sorry to take you out of your 'cheering up' time, Alex." He said apologetically.

"I was just about to get that purse, too!" Alex whined.

"Girls, something is wrong." Jerry said while walking around the gigantic WHOOP screen. "There has been a new villain invading the world...in fact, there have been THREE new villains."

"I'm sure they're no match for us!" Clover said excitedly, full of spirit. "The WHOOP spies can take on anyone!"

"They're tougher than they look..." Jerry added on.

"Hmmm. So what are they after, Jerry?" Sam asked, rubbing her chin.

"Like every other villain. Money, riches, anything valuable." The table top opened again and a few gadgets came out. "On this mission you will be using laser lipsticks, exploding gum, this multipurpose necklace, toxic perfume, and a special sleeping gas camera."

"Where's the first stop?" Alex said while packing her pink heart backpack.

"New York City." Jerry pushed a button. "Good luck girls. Do anything you can to stop them. And give me a ring if you need more information."

The spies were off. "Ok. Ok Jerry, see you laterrrrrrrrrahhhhhhhhhh!!!!"