Here is chapter 3! Hope you enjoy.

I don't own Totally Spies. Wish I did.


Clover and Alex-

The jet zoomed past, spitting them out in the process, the duo started to parachute down, trying to catch a glimpse of whatever chaos they were there to stop. Landing on a building, they began to survey the marketplace.

"In a hurry much! I mean what's with Jer sending us on a mission sans spy gear?" Clover said, obviously annoyed.

"Maybe 'Purple Ox' is so evil and devious that gadgets won't work on him?" Alex said, pulling out binoculars.

"Hey! There he is!" Alex said, pointing to a purple man with horns breaking a restaurant window.

"He looks kinda... weak." Clover said.

"And mean! I can't believe that some new supervillain chased everyone out of the marketplace, just to wreak havoc!"

"I have a feeling that we won't need gadgets to pull this off." Clover said, patting her friend on the back.

"Hey you!" The guy turned, his eyes covered by sunglasses as he looked at them. "Drop the cash this instant!" He only laughed, throwing smoke bombs at them, running away.

"You want to do this the hard way, hunh?" Alex yelled shrilly, following after the villain. The villain started climbing a trellis, getting to a roof. The girls clamored after him.

"Hard is right! Climbing with french tips is way difficult!" Clover complains. He slides down a pipe, jumping straight across into a tree, as both of them crash into the ground. They groan. He laughs.

"We've got you cornered Purple Ox!" Alex says, watching him having trouble staying on the tree branch. The guy falls off, with a thud. Clover and Alex smirk, tying him up. This was just too easy.

Jerry came, with a helicopter, to pick the new villain up.

"Good job girls, that'll be all." He said, touching back off the ground in a matter of seconds. The girls nod as he flies away, not seeing what happens in the helicopter.

"Excellent stalling Jeremy. Here is a bonus for your hard work." The man next to him removed his horns, and started rubbing the purple bodychalk off.

"Thanks Jerry. Those girls are quick!" He pocketed the cash.

"I only hope it was long enough to distract them." Jerry responds.

Meanwhile, Clover and Alex were deciding what to do next.

"This was really easy."

"Maybe WOOHP is running out of real supervillains for us to fight."

"It's just as well. Something real is going on with Sam, and our most urgent mission is to find out what." Clover says, determination clear in her eyes.

"You're right! We've got to get back on her trail!".." Hey! If she has her X-Powder on her, we can totally track her!"

"Awesome idea! But first we need to score a few gadgets."

"But how are we going to do that without going back to WOOHP?" Alex asks.

"Simple. We improvise." All around them stores were open, or broken glass met them. But the one Clover's eyes caught on was the toy store. "The stuff there is probably cheaper anyways." Was her reasoning.

Two jumpropes, skateboards, helmets, and a sack of marbles.

"These? These are our gadgets?" Alex said with skepticism.

"They'll have to do for now." Clover said confidently, strapping on her helmet.

Sam-

The compact dressed her up. Blonde, curly hair, same green eyes. He was smart enough to hack WOOHP. He would certainly recognize her otherwise. A white blouse with long, flowing sleeves, with a silver vest over it. Silvery jeans, and matching sandals. A couple bangles flowed on her arms.

Perfect. She stepped into the restaurant, going to the service station.

"Asmc." Was the reservation name. The man led her up a narrow flight of stairs to a peach cement rooftop. The table was hidden behind a large fishtank, and the entire roof was surrounded with plants, blocking an outside view until you went straight to the edge.

The man sitting there was obviously handsome, so Sam acted like it was a surprise. She took her seat, and the waiter knowingly walked away.

"I take it you're Tim Scam?" She said, breaking the silence. He smirked.

"The one and only. You?" His eyes said he already knew her name, and she worried that he knew who she really was.

"Silver Sypress at your service. Shadow is my adopted persona." She said, smiling at him. He leaned back in his chair as the waiter came back.

"Can I take your orders?" The waiter seemed to have already taken some direct ones.

"Fettuccine Alfredo." Scam said, not taking his gaze off hers.

"House salad with balsamic and brown croutons. Oh, and a lemonade, please." She said, handing over her menu. The waiter had to reach over for Scam's, as he wasn't offering it up.

"Why did you contact me?" He asked her, seemingly nonchalant.

"Because I need a serious villain who's actually going to get results." She said.

"I don't take orders. If you were to work with me, you would be taking mine." Sam shrugged.

"I've dealt with worse. It's part of the job. I just need WOOHP to crumble, and you were the best candidate to offer my resources to." He sat up a little, his face expressionless.

"And why do you hate woohp?"

"Because they wronged me." She said, fiddling with her necklace.

"Oh yes, that was a perfect answer to the question. Woohp's wronged countless people. What makes you any less pathetic than the rest of them." He said, sarcastically.

"Because I actually have a brain." She said with her own smirk, countering his.

Meanwhile, in the background, Clover and Alex were coming up, unknown to the current diners.

"According to my X-Powder's GPS, Sammie should be right around... here." Alex said, gesturing to the tables of diners.

"Then why don't I see her? Wait a minute, isn't that..." Clover starts.

"Tim Scam!" They both finish, with a shudder. He was one of the hardest men to put back in a cell, and obviously manipulative, as he had had Sam wrapped around his finger when he pretended to be Mac Smit.

But that hadn't stopped her from putting him behind bars, or moving on.

"What's he doing here?" Alex asks, as the two hide behind the fish tank, Scam's back to them.

"Good question. This place is way too trendy for evil supervillains... even him." Clover says with a wave of her hand. She couldn't deny she had thought him trendy, before she realized he was evil.

"And who's that girl with him?" Alex asked, both of them zeroing in on the laughing blonde sitting across from him.

"I don't know... Good thing this restaurant has twisty cones." Clover grabs a cone from the waiter cart blocking their spying from the other guests. Putting the open end against the fish tank, she tries to listen in on their conversation.

"Miss Shadow, it is a surprise that you've decided to try your hand at a partnership with one such as myself." Scam says, leaning in his chair again, both of them finished eating.

"Well, you're smart, dedicated, and know your way past those inferior beings. Why wouldn't I offer my services to the winning side." She said, twisting the flower in the vase on their table.

"She's someone called 'Miss Shadow'. Achr! I recognize that voice!" Clover pressed a key on Alex's open X-Powder.

Sure enough, a picture of Sam came up as the voice.

"It's Sam!" Clover responds, taking another look at the blonde. She looked nothing like Sam... except for those eyes. Alex gasped.

"Sammie!?" Only to be pulled back down by Clover. Scam turned in his chair, suspicious, before returning his attention to his companion.

"Shush!" Clover told her friend, watching as "Sam" spoke again.

"I hate seeing you toil all alone, being defeated by inferior beings stuck in the pool of idiocy. If only you'd let me help..." She trailed off, her intent obvious as she fake-pouted.

"I'll have to consider that. If I don't decide to destroy you for even daring to try me for a partnership." He said, his nonchalant attitude veering more towards his sarcastic one.

"Sam's secret partnership is with Tim Scam! She really has gone over to the other side!" Clover says urgently, fear prominent in her blue eyes.

"So 'Miss Shadow' is her evil supervillain name?" Alex asked, looking younger in that moment.

"After all these years of fighting baddies, you'd think she'd come up with something cooler!" But it was tellable by Clover's face that she envied Sam's idea of a name.

"When I'm finally done, nothing will remain of woohp except a few body sized fragments." He said, crushing the flower Sam had been toying with.

"Oh really? What would that entail?" She asked, showing open curiosity, and maybe even relish, at the idea.

"I suppose I'll give you a trial run. Procure this microchip from woohp, and I'll consider leaving you alive to be a part of my plot." He said, sliding a document across the table. Sam gave another of her smirks.

"Anything for the betterment of the world as we know it." She stood as he did, her sandals making a click sound on the concrete.

"They're coming!" Clover said panicked. The patter of their footsteps passed by, as the two hid under the dessert cart.

"Sammie! You're a super spy, not a supervillain!" Alex hissed from where she hid.

"Not to mention the supervillain thing really isn't your look!" Alex gave her a glance, reminding Clover that Sam's new fashionable look wasn't the problem at hand.

"Come on! We have to see what her new evil move is!"

"Argh! My nails are totally suffering from all this extra spywork!" Clover complained.

"Later Clover! We have to keep spying on Sammie!" Alex said, the two jumping out of the cart, scaring the waiter as they followed after the disguised redhead.


What did you think? I thought that Jerry would have at least gotten a adult to play the villain, instead of framing a poor little kid, so that was what I did.

The next chapter is where the confrontation takes place. Review! And thanks for reading. :-)