4:18 A.M. – Unknown Location

She wasn't sure how long she'd been wandering through the darkness. She didn't even know if it had an end.

And... why could she not remember her own name?

This body clearly wasn't her own, and she had no memory of her life before this.

At the same time, she did realize that she didn't really have time to pontificate on those questions. She needed to escape this crazy place first before she went looking for answers about her mysterious past.

She continued to scrounge around for any sign of an escape route, even as her mind occasionally turned back to those... weird people.

She'd only gotten a glimpse of them before they'd all vanished after doing whatever they'd done to her. And they seriously creeped her out on some primal level she'd couldn't quite understand.

Was it the chanting, the hoods, the fact that she couldn't see their faces?

Or was it the more obvious solution that she had no idea what they were planning to do with her?

She was willing to bet that it was probably all of the above.

Wait, wait, focus... whoever you are. Let's stick to the original plan of getting out of this place before any of that.

With that in mind, she kept running down the only obvious path available to her, hoping she could get some answers to her many questions sooner rather than later.

Because whatever feeling she'd gotten from those hooded weirdoes...

...definitely wasn't anything good. She knew that for sure.


(The pages constantly turn, no matter how long the reader takes. When one story ends, another story will inevitably start. In the end, there is only a new beginning.)

Mat49324 and The Blue Time Ranger are proud to present:
Totally Spies: The New Adventures
Episode 115: Mad Memory Mixup
Story Rated: T for Teen
Story Created: September 16th, 2024

Story Summary: The one-hundred and fifty-fourth co-op project between Mat49324 and The Blue Time Ranger, and episode one hundred and fifteen of our mission-based series Totally Spies: The New Adventures. Caitlin and Dominique, Mandy's old friends from high school, have returned to Malibu University, but for some reason, they're on the warpath and claiming that Mandy abandoned them, even though they actually parted rather amicably. Naturally, the spies quickly discover that Lester Crawley is back, and he's rewritten Caitlin and Dominique's memories for his latest memory-based schemes. And it's a good thing that Mandy's buried the hatchet with the spies, as she wants a piece of Crawley for messing with her old friends. Can the spies, Mandy included, put an end to Crawley's latest sinister plan before more people in Beverly Hills suffer memory-related issues?

Author's Notes from Mat49324: Well, we've gotten season 10 under way with a new form of martial arts unknown to anybody, myself included, with Fight or Flight. Again, thanks to Doc Fossil for relaying that synopsis to me. Anyway, it's going to be nice to include Mandy's two lackeys (who almost were Sam's in the A Spy is Born two-parter) for the first time arguably in this series. What else will happen in S10? Who knows. For now, here's The Blue Time Ranger for anything he'd like to say.

Author's Notes from The Blue Time Ranger: And season ten continues to truck on with something I probably should have done a while ago. Remember how Caitlin and Dominique just disappeared when season 5 of the OG Totally Spies began and the girls moved on to Mali-U? Probably because they wanted to push Mindy, but we're going to rectify that right here and now, with a baddie we haven't seen since season four of The New Adventures, three whole years ago! I think he's itching for another plot, so let's get to that, shall we? ROLL IT!

And Now, the Obligatory Disclaimer: Mat49324 and The Blue Time Ranger do not own anything related to Totally Spies or any of its affiliations. It belongs solely to Marathon Media Group, Image Entertainment Corporation, Vincent Chalvon-Demersay, and David Michel. The only things of this story we DO own are any characters or locations created by us truly for the story. Any characters or things we don't own, we are just borrowing with no intent of copyright infringement, only for the entertainment of our readers. Besides, if we did own Totally Spies, which we don't, why would we be writing fiction on a fan site?


Act 1: Cerebral Challenge

2:32 P.M. – Malibu University
Nick and May's Dormitory

"Ah, that was fun, wasn't it?" May laughed as she and Nick fell back onto the bed they shared after an exhilarating practice session in Super Smash Bros. Brawl. There was an upcoming tournament, after all, and May was particularly proud of how much she'd improved against Meta Knight, all by constantly fighting the level 9 CPUs.

"Tell me about it," Nick chuckled. "I saw that flying bird dodge you used with Fox."

"He may not be as broken as we was in Melee, but hey, if it works, it works, right?" May quipped. "So, you think I'm ready for the tournament, Nick?"

"We were ready months ago," Nick teased. "We made a bit of a name for ourselves at the last tournament, remember?"

"I just wanna make sure I'm ready for all the Meta Knights that I know these guys are gonna spam," May answered. "He's just as broken as Fox was in Melee."

"There's one in every game," Nick stated. "By the way, did you hear that someone's making a big game mod of Brawl?"

"Is is that interesting?" May wondered.

"Apparently, they're trying to change how the game works so that it plays more like Melee did," Nick explained.

"Wait, what?!" May gasped. "Why would someone do that when they've got a perfectly functional game right here?!"

"Well, you know there's some players who can't stand how slow Brawl is compared to Melee, and they miss how Melee played," Nick replied.

"Yeesh, it's like Melee is the only game they know how to play, huh?" May sighed before looking up at the clock above their dorm door. "Well, I think we should go and grab a snack before we continue practice."

"Cookies from Mrs. Appleseed?" Nick quipped.

"You know me so well, Nick," May giggled.

With that in mind, Nick and May headed towards the cafeteria area so they could pick up another batch of their favorite cookies from Mrs. Appleseed, but along the way, they both noticed two women walking by, a strange expression on their faces.

"Yeesh, what's eating them?" May wondered.

"Wait, that's Caitlin and Dominique," Nick gasped.

"You know them?" May asked.

"They were Mandy's friends and maybe lackeys back in high school," Nick explained, as May had clearly never met either of them. "They moved onto a different university after we graduated from Bev High."

"Wonder what they're doing back here, then?" May pondered as she and Nick approached Mrs. Appleseed to pay for their cookies.

They would find out the answer to that sooner than expected, as when they were walking back to their dorm, Nick and May suddenly heard a loud shouting match coming from a dorm across the hall.

"Sounds like something's going on over there," May chuckled.

"...wait a minute, that's Mandy's dorm," Nick responded.

Now definitively on edge given what they'd seen back in the cafeteria, Nick and May raced over to Mandy's dorm to see just what was going on.

The shouting had finished up by the time Nick and May had arrived, and both Caitlin and Dominique stormed off, clearly incensed by something that had been said in that argument.

Nick chanced a peek into Mandy's room, where she was looking very confused about whatever had happened. "Everything okay in here, Mandy?" Nick asked.

"I seriously don't know what that was all about," Mandy admitted. "All of a sudden, Caitlin and Dominique show up at my room, and I'm happy to see them, considering how long it's been, but then they just start screaming at me right out of the blue, acting like I 'abandoned them' or something! And I clearly remember wishing them the best when they applied to a different university, so... what happened?"

Nick and May both glanced at each other, remembering similar cases of this happening as well as who was most likely responsible.

"Do you two know what happened to them?" Mandy asked, and then she caught the looks on their faces. "Do you think someone from your rogues' gallery might be behind this?"

"Oh, I'm pretty sure we know exactly who's behind this one," May responded. "You just sit tight for a bit, Mandy. We've got a certain someone who needs to be pounded into mashed potatoes."

"Sock 'em a couple times for me, would ya?" Mandy quipped.

"Oh, trust me, Mandy, that was always the game plan," Nick chuckled as he and May raced back to their own dorm room.

Almost the instant May had placed their bag of cookies down on safe dresser space, a large metal tube protruded from the ceiling and aimed right for them.

"Ah, the timing," May teased.

"He usually has it down pat," Nick noted as he and May jumped into the pipe for transport.

3:06 P.M. – W.O.O.H.P. Headquarters
Jerry's Office

"Yeesh, that still kinda freaks me out when the couch just slides over like that," Alex admitted once all thirteen spies were in Jerry's office.

"They're everywhere," Nozomi chuckled.

"Now that we're all here, Jer, who's on the 'list' today?" Sam wondered.

"I'm pretty sure it's Lester Crawley this time," May responded, catching everyone's attention.

"And you'd be right on the money there, May," RiCO answered as she materialized in the office and waved her hands to change the viewscreen image to a mugshot of Lester Crawley. "Did you happen to run into him, by any chance?"

"Not necessarily, but apparently Caitlin and Dominique, Mandy's high school friends, came by and raked Mandy over the coals for something," Nick explained. "But from what I remember, they actually parted ways on pretty good terms, so that's what made May and I realize something was up."

"And given we tend to have 'experience' with situations like this, it wasn't exactly hard to put two and two together," May quipped.

"It's still gonna take a bit to get used to the fact that Mandy's actually being nice to us now," Clover admitted. "I guess she finally grew up a bit, huh?"

"It takes longer for some people than others, really," Haruka noted as the team moved to acquire their gadget loadout for this mission.

"Onto business, has there been any sign of Lester lately?" Sam asked.

"We've been tracking his signal for a little while now, and he appears to have settled somewhere in Santa Clara," iCO answered.

"I just hope we don't have to deal with any of those memory-sucking starfish again," Blaine quipped. "I've really had enough of those for one lifetime, methinks."

"Haven't we all," Nozomi chuckled as the spies all set out to head to Santa Clara.

"Since when did Caitlin and Dominique come back to Malibu?" Clover wondered while on the way to Santa Clara.

"I don't know," Sam commented. "But something tells me that they didn't come back to gut Mandy for being on good terms with us..."

"That's a pretty safe presumption," Nick added with a nod.

Bridget and Haruka relied on the WOOHP satellite to pinpoint where specifically in Santa Clara that Lester Crawley was hiding out.

"Something tells me we're likely the last people that Caitlin and Dominique wish to see, too," Mat added. "But we don't really have a choice in the matter..."

Before long, the WOOHP jet was hovering above the ocean.

"Our readings are picking up activity down in the depths," Jerry stated as his image appeared on the radar screen.

"No surprise considering the first time we dealt with him," Alex quipped.

"Apparently, he created an underwater lab," RiCO told the spy team. "UPWATIs are required."

Alex backed off from the classic joke.

"Now I wonder how he gets his ammo out if his lab is underwater," May stated.

"I guess we have to leave the WOOHP jet where it is," Nozomi remarked, which got everybody's attention.

The spies heard a toilet flush, and Jerry came walking out.

"No need to worry about that, Nozomi," Jerry quipped.

"I don't know how you got there so quickly, Jerry, but that's speedy service," Mat chuckled.

"Word..." Blaine added.

After equipping the UPWATIs, the thirteen spies all jumped from the jet into the wide ocean.

3:59 P.M. – Santa Clara, California
Somewhere Under the Water

"I'm having a hard time seeing where Crawley's lab is located," Melissa told the others.

"This is the spot where RiCO found some readings, after all..." Britney deduced.

"But I don't see anything..." Dawn chastised.

"Unfortunately, Dawn's right," Bridget stated. "If Crawley's lab is around here, I'm not seeing it..."

"I'm picking something up about ten clicks to the southwest," Nick quipped, pointing in that particular direction.

Sam tried to use her X-Powder to find the underwater lab, but it did not pop up.

"I'm not seeing it on the X-Powder," Sam told the others.

"The WOOHP Satellites can't be THAT faulty..." May deduced.

"Hold on... I have a hunch..." Mat replied. "Maybe if we try to swim away, it'll pop up again..."

"So, in other words, we fool it?" Melissa asked.

"My thoughts exactly," Mat nodded.

Sam and Britney liked hearing that idea.

"Maybe I might be able to aid in that," Nick remarked and equipped some Oxygen Chapstick and de-equipped the UPWATI. "If it worked once for Bridget, maybe Jerry's thought ahead with everyone else..."

"Hopefully Jerry jumped on that bandwagon," Bridget told Nick, now remembering when she tried the same thing before.

The spies swam slightly away from their path, and Nick attempted to use his psychic radar again.

"...hey, I've got something!" Nick exclaimed. "We should keep heading southwest from here."

In response, a barrage of blobs came after the spies.

"Apparently Crawley was hoping we'd do something like that..." Dawn chastised.

"Nick, can you take your share of these creatures without the UPWATI?" Haruka asked.

"Oh, just watch me," Nick teased as his psychic aura flared to life around him. Some of the blobs started moving towards him, but Nick simply clapped his hands together to telekinetically smash the blobs into one another before firing a Final Shine Attack that obliterated them handily.

Another ring of blobs surrounded Nozomi, but before she could counterattack, Melissa used her Helicopter Hand Fan to blow the blobs away, allowing Alex and Britney to shoot their Laser Lipsticks and destroy them as well.

Thankfully, it didn't take much longer to clean up these blobs so the spies could continue making their way towards the lab. Even though the signal had disappeared again, Nick used his psychic radar to point everyone in the right direction.

Eventually, they came across the underwater laboratory and descended into it, searching around for any sign of Lester or more of his experiments.

"Oof, this place gives me bad memories of Mosquito Marsh," Alex groaned. "I hated that place."

"Well, then, let's get through this place and find Crawley before he finds us," Melissa quipped.

Footsteps coming from nearby put the spies on their guard, and just before they could investigate, both Caitlin and Dominique could be seen running towards them.

"Ooh, boy, I should have figured this was coming," Alex groaned.

"Brace yourselves, everyone!" Sam exclaimed.

"Well, well, if it isn't another batch of know-nothings who just want to destroy our memory research!" Caitlin growled.

"We have no idea who any of you are, but we won't let you take another step forward," Dominique proclaimed. "We're not letting you stomp all over our teacher's work!"

"...wait, how do they not know who we are?" Clover wondered. "I'm pretty sure they remember at least me, Alex and Sammy, right?"

'That can only mean Lester's still messing with their memories," Nick quipped.

"Well, then, how's about we jog their memory?" Bridget proclaimed as she reached for her brooch. "Sonic Mode, online!"

Almost immediately after transforming, Bridget blitzed forward and started to run circles around Caitlin and Dominique to keep them boxed in, but was surprised to see them both jump over her and race towards the spies.

Sam was the first to notice that this was because both Caitlin and Dominique were wearing what appeared to be Pogo Bounce Sandals, or at least modified versions of it.

"They've got gadgets on their side, too?!" Alex gasped.

"This just got a whole lot more interesting," Haruka quipped.

"You're not gonna mess with our teacher's amazing research, got it?!" Caitlin shouted as she equipped a Heavy Hand Smash All Glove and attempted to punch Haruka with it.

"Oh, get outta here with that!" May taunted as she stepped in and swung her anchor to deflect the punch and send Caitlin stumbling back. "A silly glove doesn't mean squat to the almighty anchor!"

Dominique pressed a button on her jacket and was covered in a flash of light, and when the flash cleared, she was wearing a Brute Suit.

"All right, this is just getting ridiculous," Clover quipped.

"Then beat it and let us keep working!" Dominique shot back as she marched forward to try and pound Clover into the linoleum.

Blaine quickly placed himself in front of Clover and lashed out with a Shock Ravager that struck the Brute Suit and zapped it, causing it to fall apart.

"...crapbaskets," Dominique groaned.

"Oh, you say that, too," Nick chuckled as he slammed his palm into the ground to unleash a Zero Gravity that sent Caitlin and Dominique floating helplessly into the air. Alex did the honors of blasting both girls backwards via a Sonic Disintegrator Boombox.

"Dang it, this isn't working!" Caitlin shouted.

"Maybe we just need a different strategy here," Dominique replied. "Let's get back to our teacher and see what he thinks we should do."

With that, Caitlin and Dominique retreated down the nearby hallway.

"Okay, so... that was a thing that just happened," Nozomi quipped.

"Not only are those two brainwashed to high heck and back, but now they're apparently using W.O.O.H.P. gadgets against us," Mat stated. "This is getting more and more complicated by the minute."

"It doesn't need to be, really," Lester Crawley chuckled as he stepped out of the shadows. "You all should know what I am capable of, after all."

"All right, you nut loaf, you wanna explain why you're messing with Caitlin and Dominique?" Clover growled. "It can't just be to be petty!"

"Sometimes, you need more interesting test subjects in order to expand the broader scope of your research," Crawley answered. "When I noticed those two girls chatting away like they were teenagers about reuniting with an old friend of theirs, I knew I'd found my next patsies. And even better, you seem to know them."

"We wouldn't say we were friends, given they were Mandy's lackeys when we were still at each others' throats in high school," Sam stated. "But regardless, you've got some nerve messing with peoples' memories like you didn't learn your lesson from the last time we threw down with you!"

"That is my calling, after all," Crawley retorted as Caitlin and Dominique returned, carrying small bazooka-like devices in their hands, no doubt for shooting more of those memory-altering starfish.

"We got the starfish cannons just like you requested, teach," Caitlin proclaimed.

"Good, then let us cleanse ourselves of the chaff, shall we?" Crawley stated.

"...you really think it's gonna be that easy?" Nick taunted, his psychic aura flaring to life around him and causing Caitlin and Dominique to take a few steps back out of surprise. "We've learned quite a bit since the last time we threw hands with you."

"How about we show you?!" May challenged, twirling her anchor around in her hands.

Caitlin and Dominique did not appear intimidated by May's anchor twirling.

"We don't care what you do," Crawley sneered and had some more of his starfish blobs.

He then fired them at Caitlin and Dominique respectively.

"I don't need three guesses to figure out that he plans to mimic our attacks..." Mat deduced.

"I don't know, Mat," Sam replied.

With that, Caitlin and Dominique attacked the spies once again. Every physical attack (outside of Nick's psychic attacks) were mimicked.

"What gives?!" Haruka chastised.

The spies tried using gadgets off the top of their heads, and Caitlin and Dominique either destroyed or blocked them.

"How ironic you'll suffer your first defeat at the hands of these two..." Crawley sneered again.

"If the Inventor was unsuccessful, YOU will be unsuccessful at that, too!" Alex proclaimed.

"Good call, Alex," Clover quipped.

"Oh, I have every corner covered, girlie," Crawley retorted.

"Oh, what, you wanna test that theory?!" Nick taunted as he slammed his palm into the ground to unleash a Zero Gravity that sent both Caitlin and Dominique floating helplessly into the air.

While that was happening, Nick began to rapid-fire psychic bolts towards Crawley, though each one seemed to miss wildly.

"Um, I'm not even dodging, boy," Crawley taunted. "Are you seriously even trying to hit me?"

"No," Nick retorted, still amused at how this always happened at least one with each member of their rogues' gallery.

"What, exactly, do you mean by that?" Crawley chuckled, only to just now notice that all of those psychic bolts that had supposedly missed him were now all surrounding him.

'Oh, just this," Nick quipped as he clapped his hands together, and all of those psychic bolts converged on Crawley at once, flooring him instantly.

"We can't keep this up forever..." Britney told the others.

"You see?" Crawley gloated.

"I can smell the cocky BS, and you reek of it now..." Nick remarked at Crawley as he fired a Final Shine Attack to knock him down, only for a bunch of blobs to leap in and take the hit. "All right, now you're just being a coward."

"More like utilizing all of my resources," Crawley laughed as more blobs began to surround the spies.

"This is getting way too out of hand!" Bridget exclaimed as more blobs came to Caitlin and Dominique's aid.

"We need a new plan, Sammy!" Alex added.

Caitlin and Dominique returned to Lester Crawley's side.

"Forget about it..." Crawley warned. "Because this is where we leave you since my army is completed..."

Another one of Crawley's blobs had transformed into a bomb, and Crawley threw it at one of the walls adjacent to the spies. It exploded and water came gushing in.

"Damn him..." May chastised.

Before long, Crawley, Caitlin and Dominique were already gone, and the room they were in was immediately sealed off.

"Just great..." Clover groaned.

"We have to get out of here before we become part of a watery grave!" Sam proclaimed.

Nick tried to bust a part of the wall, but the walls did not take any damage. Sam tried using a gadget, but the result was the same thing.

"What do we do now?!" Britney wondered.

Nick took a look at the part of the wall that Crawley had shot to make the water come rushing in, and quickly thought of something.

"Everyone, equip your UPWATIs," Nick proclaimed. "We're gonna go for a swim."

Though initially confused, the rest of the spies got the message and listened to Nick, equipping their UPWATIs once again.

Nick raised his hand towards the cracked wall, and fired a stronger Final Shine Attack towards it that, thanks to the already-weakened structure, shattered the wall and caused the water to gush in even faster, but also left a sizable hole for them to escape.

Nick equipped his own UPWATI immediately after, then motioned for everybody to start swimming once the water was high enough. After about thirty seconds of waiting, the spies all swam out through the hole Nick had created, which eventually lead out of the underwater lab and back out into the open ocean, where the spies watched the lair collapse in on itself due to the water pressure.

"Crawley's not there anymore, nor are Caitlin and Dominique," Nick quipped after using his psychic radar to scan the immediate area. "They all vamoosed almost immediately after leaving us to drown."

"Rules for villains number sixty-nine at its finest," Haruka chuckled.

"It looks like the interference that prevented you guys from properly locating the base vanished the instant the place started falling apart," RiCO answered.

"Any sign of him, RiCO?" Sam asked.

"iCO and I are tracking him down right now," RiCO responded. "How about you all head back to Mali-U and relax while we handle the tricky stuff?"

"Sounds like a plan to me," Alex noted. "I'm kinda getting sick of being stuck in harrowing death traps like that."

"Such is our rogues' gallery, really," Clover chuckled. "Lots of them are really fond of over-elaborate death traps."

The spies all had a chuckle at that as they swam up to the water's surface, unequipped their UPWATIs, and jumped into the Skyskimmer that was waiting for them so they could jet back to Mali-U and wait for a signal on Crawley.

6:21 P.M. – Malibu University
The Spies' Penthouse

"WHO GOT META KNIGHT?!" Haruka shouted as yet another lively Smash Bros. session got underway while the spies waited for new of Lester Crawley's location.

"Sorry, couldn't help myself," Melissa laughed.

"I thought we were supposed to all pick random characters for this one?" Clover asked.

"Don't worry, you guys, I think I know how to handle Meta Knight by now," May chuckled as the match began in earnest.

A few minutes into the match, though (amidst May's absolute domination of Melissa's Meta Knight; she hadn't been kidding about training extensively to defeat Meta Knights), the spies all heard a knock on their penthouse door.

"I think it's Mandy," Nick quipped. "She's probably wondering if we made any progress on Caitlin and Dominique."

"And you'd be right on the money," Mandy chuckled as Sam moved to let her in. "I'd ask how you knew it was me, but I forgot you're psychic, hehe."

"It's handy sometimes," Nick replied.

"As for your friends, Mandy, we're working on it," Alex explained. "W.O.O.H.P.'s tracking down Crawley as we speak, and once they've got a lock on him, we'll be all over that like the smell on whatever culinary abomination Mindy made two weeks ago."

"I really need to teach that girl how to cook, honestly," Mandy laughed.

Having thought about this for a while now, Clover decided that now was most likely the best time to ask this particular question, while they still had time to relax. So she did just that, taking a step forward.

"Mandy? I gotta ask this one," Clover stated. "Considering that we've pretty much buried the hatchet after everything that happened in our high school days, I'm dying to know, if you'd be willing to tell us. Why, exactly, did you antagonize us so much back then? I mean, there's gotta be a reason for it beyond just being petty like a lot of our rogues' gallery are."

Mandy, to her credit, had figured this conversation would be happening eventually, so it didn't take her very long to give her answer.

"Well, at least part of it was, but mostly? ...I never thought I'd ever admit this, but I was jealous of you, Clover," Mandy explained. "You know how that whole story goes, where you feel like you're on top of the world due to how you were brought up, and then someone else just waltzes in and steals your thunder right out from under you, even if they didn't mean to? I guess I couldn't help but feel like you were trying to one-up me at first..."

"Even though I barely knew you before that whole hoopla started," Clover responded.

"Clover, be nice," Haruka answered.

"It's fine, Haruka, I was expecting some of that to come back out again," Mandy admitted. "Even if that's not how it actually happened, you know teenagers and their highly emotional selves..."

"Trust me, girl, I've been there," May quipped.

"My pride couldn't take that, so I started acting like, well, a real bitch," Mandy continued. "When you fired back, I figured 'hey, we're getting somewhere' with this, so I kept perpetuating that nonsense all throughout our high school years. I honestly thought that this was gonna be how we'd spend the rest of our lives, always at each other's throats. Heck, maybe we still are in some other world or something..."

Mandy glanced over at Nick. "But I think the big thing that really started to make me realize that, just maybe, this whole 'high school bully' thing wasn't gonna work, was when Nick saved me from that giant robot that attacked the high school," Mandy stated. "I mean, I lumped him in with my crap, too. Nick had every damn reason to hate me like Clover and her friends did, but he still saved me without a second thought."

"Hey, it's like I said to that faker who called himself my brother," Nick answered. "I really only considered us 'enemies' in an 'atypical high school rivals' sort of way. I figured it'd probably fade out by college, especially after that."

"When we all got into Mali-U, believe it or not, I actually got to thinking about just why the hell I still perpetuated this runaround of being 'nemeses' when you'd all still step up and save me from nutballs like that Myrna loser," Mandy continued. "And especially when I found out you were spies and promised to keep your secret... it really just gave me a lot to think about."

"That's the kinda thing that'll make you reevaluate your priorities," Sam chuckled.

"And when I saw Mindy getting all snippy with you at times, it reminded me of my old self, and I really think that's what finally pushed me to get off my ass and try to reconcile with you over how much of an ass I was in high school," Mandy proclaimed.

"Hey, trust me, Mandy, nobody stays the same from point A to point B," Nozomi quipped. "We all do dumb things when we're young, after all."

"Like spending what had to be a small fortune on new shoes she's only ever going to wear one time in her entire life?" Bridget teased, giving Clover a teasing look.

"Or when Alex had a crush on this random stock boy at the Beverly Hills Mall before we met Nick and practically stalked him around the store to learn his routine?" Clover giggled.

"S-Seriously, Clover?! I was fourteen!" Alex sputtered.

"Case in point, really," Nick chuckled. "I guess the big lesson we're trying to impart, Mandy, is that it's never too late to change your ways. And we're definitely glad that that's what you're doing right now."

"So... in the end, I guess what I'm actually trying to say is..." Mandy started, hesitating slightly before shaking her head and summoning all the courage she could muster. "Can you all find it in your hearts to forgive me for being so heartless in high school?"

Nick concentrated for a second before looking back at the spies and nodding. Being a psychic, Nick could naturally discern that Mandy was telling the honest truth.

Much to Mandy's surprise, Clover was the first one to step up and extend her hand to Mandy. After a split second to shake off the disbelief that this was actually happening, Mandy eagerly returned the handshake.

"Yeah, after all this time, even I figured it was finally time to bury that ancient and rusty hatchet deep in the ground, if you get my meaning," Clover chuckled.

Mandy couldn't help but smile at that. Not a mocking grin like she had done so much in high school, but a genuine, honest smile.

Sadly, the moment was interrupted when Nick's X-Powder began to beep. And the spies knew what that most likely meant.

Nick reached into his pocket and flipped open his X-Powder. "Talk to us, boss man," Nick quipped.

"We have located Lester Crawley, as well as Mandy's friends," Jerry answered.

"They're all hanging out near Venice Beach," RiCO responded.

"That can only mean that Crawley's going after more 'test subjects'," Dawn growled.

"Why don't you all meet up with us at W.O.O.H.P. so you can get a gadget refresh?" iCO stated.

"Sounds like a plan," Nozomi proclaimed.

"Actually... could I accompany you all for this one?" Mandy asked, catching everyone's attention. "If this Crawley guy is the one who fudged my friend's brains up... I wanna stomp him a few times, too. It's only fair, right?"

"...you know what, why the heck not?" Nick stated. "You've got a stake in this, too, after all."

"If that's been decided, then let's get to W.O.O.H.P. on the double," Sam responded, and with that, the entire group headed out for W.O.O.H.P. Headquarters.

7:01 P.M. – W.O.O.H.P. Headquarters
Jerry's Office

"Whoa, this place is actually pretty impressive," Mandy admitted while the spies made a move to retrieve their gadgets.

"We get that a lot," Alex chuckled.

"Is Crawley still at Venice Beach, or did he decide to scram while we were on our way here?" Clover wondered.

"Nope, he's still sticking around," RiCO responded after materializing in the office, which startled Mandy.

"H-Holy crapbaskets, is there a ghost girl in here or something?" Mandy gasped.

"...yeah, that's a pretty common reaction," RiCO chuckled, apparently quite used to that reaction. "Sorry about the scare, and nice to meet you, Mandy! My name's RiCO, and I'm part of the A.I. system that oversees this place."

"You might want to hurry, because he's started going after other people!" iCO proclaimed as the office viewscreen showed a video feed of Crawley sneering while Caitlin and Dominique fired more starfish from their cannons to wipe peoples' memories.

"...okay, that's it," Mandy growled. "Let's find that old creep-a-tronic and give him some lumps."

"That was definitely the plan," Nick chuckled as everyone set out to find Crawley and hopefully find a way to snap Caitlin and Dominique back to their senses.

To be continued...


Next time...

Mat: Jeez, it's chaos over here.

Blaine: No doubt because of all the flying starfish.

Clover: Stop right there, Crawley, we've got a bone to pick with you!

Crawley: Oh, look who crawled back out of the dorm room.

Nick: Oh, real clever, dipwad.

Crawley: As much fun as it would be to play more games with you all, I do have work to be doing. I'll let my associates have fun with you instead.

Haruka: Heads up, everyone!

Mandy: Come on, you two, snap out of it!

Caitlin: Like we'd listen to someone we don't even know!

Dominique: Anyone who messes with our teacher is gonna get spanked.

Mandy: ...oh, we'll see who spanks who, next time on Totally Spies: Mad Memory Mixup, "Down Memory Road"!

Dominique: Wow, I'm actually pretty rusty at this whole acting thing, aren't I?

Mandy: I think you're both doing great, honestly.

Caitlin: Well, we haven't really acted since the end of season four of the original show, and this is our first time in The New Adventures.

Bridget: Trust me ladies, it just takes practice.