At the Los Angeles mall, a fire has suddenly sprung out with all the shoppers running out of the building for their lives. With the fire fighters surprisingly they were extremely fixated with playing with children's toys.

We cut to the front of Bev High seeing Ben talking with another student named Rick. He happen to be on the football team with Ben and wasnt a bad guy... but has the tendency to say the wrong things to girls. Which sorta makes sense since his sister is one of Mandy's posse.

"No way you can beat me at hurling Ben, you may have a good leg to kick the ball. But no way is your arm as good as your leg" Rick said. "Wanna Bet?" Ben taunted, Rick then handed him a football "let's see you back up your small talk" he replied.

The shapeshifter smirked, then chucked the ball way over the school's roof, "you were saying?" Ben smirked while Rico stared wide eyed. "Okay maybe you are" he conceded. Then his phone rang "great, my kid sister's birthday is coming up and I still don't ha e a gift" he complained, "no offense but since I know how you sis can be maybe it's best if you didn't get her anything" Ben suggested.

"I have to though, besides she's not all bad" Rick said, the alien teen rolled his eyes 'I think the girls would beg to differ' he thought. He then spotted said spy girls walking out of the school, "hey girls" he greeted. Then ran to his car parked across the street, and drove it in front of them after Rick moved his car, "okay where to now?" Ben asked.

Then noticed a scowl on Clover's face "oh no what happened?" He asked worriedly, later on we now see them at a clothing store. With the blonde buying a new outfit "kid sister?! Hah, I bet his kid sister wouldn't wear something like this" Clover boasted. She was currently wearing a pale yellow suit with white collars and cuffs and a matching skirt.

"My mom wouldn't wear something like that" Sam said, "mine also" Ben added with Erza in his jacket. He couldn't leave her at home today, the dog next door was scaring her, "and besides who care's if Rick said your skirt looked like a good gift for his kid sister?"

"Hello Rick's a senior, as in he's used to sophisticated women" Clover replies, "not as much as you think, believe me I've seen the inside of his gym locker" Ben shot back. Then whispered to Alex "it's filled with posters of Kim Star-Smashian".

"Yeah and if a person doesn't like you for who you are" Sam said before the blonde cut her off, "girls, and Ben, we're in the spy business. Re-inventing ourselves is what we do" she said. That's when a portal opened in the mirror and sucked them all in, and at the other end they were thrown out into a couch in a WOOHP helicopter.

"Ladies, and gentleman, we have a World wide crisis on our hands" Jerry said as they got their bearings. "Vital members of society have stopped doing their jobs" the old man then turned the screen on and showed several police officers, doctors, and fire fighters playing like children. " their only interested in playing with toys", all the teens were bewildered by this "toys? You've got to be kidding right?" Sam asked.

"Unfortunately I'm quite serious" Jerry replied, "woah" Clover gasped, "this chaos will turn into pandemonium soon unless we nip it in the bud" he said. "Your mission is to go undercover as buyers" the older man explained, "finally a mission I can relate to" Clover said.

"As we speak there's a toy convention going on in Taiwan, perhaps you can find a clue as to what had started this bizarre phenomenon" Jerry added on. "No prob Jerr, so what's our Arsenal today?" Ben asked "I'm glad you asked, there's the Magna belt" he said tossing it to Clover. It was a white belt with gold studs in it "yeah that's a little too Elvis for me" she said giving it to Alex.

"The TAD or Tracking Accessory Device which can be activated by your compowders" he then tossed said neck accessory to Sam. The heat sensor sunglasses, manicure kit with press on sticky fingers and laser nail file" Jerry said holding it up. "Ooh does it have cherry blossom red in it?" Alex asked excitedly, "and electric blue" the supervisor added taking it said color.

"Awesome... AAAH?!?!" Alex exclaimed as Clover took it away from her. "And finally the ejector bead bracelet and the enhancer strength sports bra" Jerry said blushing holding up the ladies wear.

The rest were also flustered, "uh.. why would you recommend that gadget?" Clover asked, "this unique fashion wear gives its wearer extra strength in their own abilities. Oddly though Gwendolyn and Kevin recommended this. I'm not sure why" the Brit answered.

That's when said osmosian and annodite grabbed Ben and poked a spot on the back of his neck. Forcing him to change forms, and in Ben's place was a teenage girl in the same clothes the shapeshifter was wearing not too long ago. "Oh man..." she said ready to cry, "uh Ben:.." Sam and Clover stuttered, "oh my gosh, Ben you can turn into a girl?" Alex asked.

"Oh man you should've seen his reaction to the first time this happened" Kevin laughed falling back. Ben ignored them and answered, "y-yes... it wasn't my choice though. A battle with an old villain led me to gaining this form" Ben or rather Beverly explained. "Go ahead and laughed" she conceded, the girls looked among each other then Sam spoke up first.

"We're not gonna laugh Ben" she said making the boy turned girl look to her "after all after getting into this spy gig we've accepted that, crazy stuff would be bound to happen. So this isn't any different from what usually happens to us" Clover added. "Yeah, and besides you look cute as a girl" Alex added making the alien chick blush.

"Wow... thanks gals" she replied, then turned her attention to her chortling cousin and friend "now if you need me... REVENGE SHALL BE MINE!!!" Bev yelled before beating down Gwen and Kevin. "Ooh... ow... oh god right to the knee!" Alex exclaimed looking away "the heel use your heel" Clover said as the sound of fletch being hit was heard and Kevin screaming.

"Oh my..." Jerry uttered, finally Ben stopped and reluctantly put the sports bra on in the dressing room. "Okay then, ready" she said. Then turned back to Ben. "Very well, also I like your new look Clover, very sophisticated my mother has a suit just like it" Jerry said, then pushed a button, that opened the floor making all the girls fall out and land on a snow mobile running down the mountain. "Woah mama!!" Ben yelled as he was at the back hanging on for dear life.

as they rolled down he noticed that the snow was ending and dirt was up ahead, as the rest saw this they screamed knowing this vehicle wasn't meant for road. But luckily the thing switched to road mode and gained a tricycle like build "cool" they all said.

Then Sam noticed something, "uh Ben... if you wouldn't mind, would you please move your grip up a little" she asked. "Oh sorry!" Ben said as he adjusted his hand's position, we now find ourselves Taipei toy fair.

And Ben was now Beverly again to help blend in, "look at all the toys, how" she said before Alex spoke. "Awesome" then Sam, "cool", "groovy" Ben uttered. "Childish" Clover finished, Bev then leaned over to Sam and Alex "she's going over board with this mature facade" she muttered as the two nodded.

Then Sam spoke "oh that reminds me, when you became Ben in the chopper and when we were riding down the mountain. I didn't feel the enhancer strength sports bra under your shirt. Where did it go?" She asked to which Bev blushed at mention.

"Well Um... funny you should ask. Every time I change my clothes usually just change with me. Since underwear is underwear either way, it just merges whenever I turn back to Ben" She explained. "You know both girls and boys deserve the right of privacy" Clover said, on their walk around many people had recommended the Vladimir Kozyreb Line to one another.

"Looks like we know where to go first" Alex said, when the four got there they saw how many people had lined up to browse the merchandise. "Cool" "I say we're definitely in the right place" Sam said, then the sales rep came by to greet them "welcome to the Vladimir Kozyreb booth ladies" he greeted.

"Hey, we hear your toys are all the rage" Beverly commented. "Ahem, what my associates are trying to articulate is, that we've observed a positive reaction to your toy line" Clover said which made her friends look at her funny.

"Yeah, they're all the rage" the rep replied, Alex then put on the sun glasses Jerry gave them and they scanned the toys. "I've never heard of Kozyreb before, are his toys in stores yet?" She asked, Ben used Upgrade's powers to connect with the glasses and saw what Alex saw.

And what the scan revealed was that the packaging for the toys was old, since the seventies. "Uh no, we're a brand new, this is our big debut" the rep said, "so no one's has a chance to play with them yet?" Beverly asked.

"No", "I see" the representative then handed the girls a few boxes "why don't you take some toys ladies, go on and open them. No doubt you'll see their appeal instantly" he said. Ben then grabbed the boxes from all the girls and perfectly balanced them with Erza jumping to the top. "Maybe later, right now we need to make a phone call" Alex said before they walked off.

We now cut to a hotel in Tai wan with the four in an elevator "hello girls and Ben, how was the toy fair" Jerry asked. "We're sending some samples your way Jerr, they're from the Vladimir Kozyreb toy company" Clover replied teleporting the boxes the rep gave them to WOOHP. Which all fell on their boss, "the rep said the company was brand new" Ben said "but the packaging was ancient, like from the seventies" Alex added.

"Not only that but all the toys in the WOOHP play back were from Their toy line" Sam added. "Good work girls, I'll let you know if we find out anything else" Jerry said before disconnecting. We now see the four in the hotel's restaurant as their food arrived, "let's go over the mission while we're waiting to hear from Jerry" Sam suggested taking a bite out of her veggie burger. "Better yet lets talk about how I'm going to impress Rick while we're stuck in Stupid Taiwan" Clover said, "Taiwan is anything but stupid Clove, its exotic and interesting" Ben replied as Alex nodded.

"Yeah plus I bet driving through that jungle reminded Erza of her former home" Alex said as the kitten climbed up Ben's jacket and poked her head out of his neck hole. Then nodded, "hey that's a good angle, why didn't I think of that?" The blonde realized before answering her cell.

Erza then tried to leap out of her owner's jacket to take a bite out of his food but he held her back "hey Erza behave yourself" Ben said pushing her back in. Then Alex's compowder rang "well that was fast" she then checked it "huh, says here there's no record of a Vladimir Kozyreb" she said. "Well someone has to be making these toys" Sam said fiddling with the robot dog they picked up from the booth. Then it shot a pink beam into her eyes, Ben took notice of his friend grinning and after threw her burger at the blonde.

Making both Ben and Alex swear drop in embarrassment, "uh Rick I'm gonna have to call you back" Clover said while her friend laughed and kept throwing food. "This is so sixth grade!" She retorted "Yeah Sammy stop" Alex said "make me" Sam retorted before switching targets. Which lead Ben and Alex to restrain her "noooo!!!" She whined "Clover do something!" Ben nearly yelled. "Make her stop acting like a... like a kid!"

"What do I look like? Her mother?" She asked "well, in that outfit" Alex commented as Ben did his best not to agitate his friend any further. Only for her to grunt and start yelling, "You behave young lady or you're going to you room!" She scolded, which made Sam back down.

We now see them exit the elevator and walk down the hall "we better tell Jerry what's going on" Ben said, however when Clover turned her communicator on "hey Jerry" she said. "Oh look everyone it's Clover, red rover red rover said clover over" he cheered as WOOHP the agents behind him. This had made all three teens scream in utter unadulterated horror "great now Jerry's affected" Ben groaned.

"We gotta find out how to stop this or Jerry and Sam and everyone else will get stuck like this forever!" Clover said. We now see the spies sneaking through the floor the toy fair was held at "its just the same old stuff we saw here before" Ben said "yeah, no doubt" Alex added.

"The Bark-a-roo!" Sam exclaimed picking up a toy, only for it to be snatched away and have her teammates shushed her. "Ooh Ooh megatronic action hero!" She went again, "shhhh!!".

And once more "the beauty queen! Yeah" she exclaimed "shhh!" Sam then ran off again and picked up another doll. "It's mommy's doll, they have mommy's doll!" She exclaimed, "hey my mom had one of those too, the little Ann doll" Alex said. "She said that was the hottest thin when she was a kid", "why it doesn't even light up" Clover asked.

"Not all popular things are flashy and shiny Clover" Ben said, then a thought hatched in his mind "hey Alex, mind searching up the Little Ann doll?" He asked. "Sure" she replied before typing on her com before someone shined a light at them "Run!!" Ben yelled before turning into Omni and ran away carrying the girls with him.

When they got out of the building they saw some goons waiting for them, "oh come on" Ben groaned as they backed away. "I don't suppose that's the welcoming committee" Clover said before they jumped on their bike, "I got this" Ben said before using Upgrade's powers to merge with and enhance the bike.

"Let's roll!" He quipped before driving away, as they raced through the streets of Taiwan they saw that Jerry had been correct. "Wow Jerry was right The chaos has turned into Pandemonium" Alex exclaimed, they drove into an alley and was blocked by a wall. "Time for a manicure" Clover said "is there time? Because that electric blue is awesome" Alex replied.

Ben then turned back to normal Omni whole shrinking the bike, and put it in his pocket, "how's a manicure supposed to help!" He asked. "Press on sticky fingers" Clover reminded "right!"

"I Don't need it, come on!" Omni said as the girls applied the substance to their hands and began to climb the wall. Once on the roofs Alex's compowder rang and she opened it "that must be the info on the little Ann doll" she said and began reading "it was manufactured by He little Ann toy company in Russia in 74, production stopped a few years later" she read.

Ben then looked at the manufacturer "and look who was the one running it" he said, "Vladimir Kozyreb of course!" The yellow spy exclaimed. "They're one in the same, He must be using his old factory to make these new toys" Clover deduced.

"That explains why the doll was there too" Ben said, "guess we know where we're headed" Clover said triumphantly.

Now over the country of Russia the spies had landed their new aircraft a distance away from the Little Ann toy factory. "Daddy needs to go and kick butt, stay here and be safe" Ben cooed to the leopard. She nodded and licked his face to wish him good luck, he chucked and closed the jet.

When the spies saw the entrance two guards were there "a lot of security for a toy factory" Alex commented "since we're dealing with a criminal mastermind it's understandable" Ben said. Sam then spotted life size little Ann dolls "aw look, I want one!" She whined as Ben covered her mouth while Alex and Cloger shushed her.

They glanced at the dolls once more, the two had an idea while the Ben attempted to protest. Only to be turned into Beverly once more and forced to wear one of the little Ann dresses, "Dammit" she complained trying to pull on her dress. "Couldn't you find one that was less snug? I'm suffocating in this thing" Bev grunted.

"Sorry" Alex shrugged, the four then cut a hole in the fence with the laser nail file, "incoming spot light!" Ben whispered/shouted and they all ducked down. All except Sam who's childish mind made her keep going "Sam stop!" Bev said, "Simon didn't say!" She teased. "Simon says stop now Sam!" Cover and Alex said, only for her foot to be spotted "Intruder alert! Intruder Alert!" A voice sounded as guards showed up and aimed.

Only for the four to pose and look like real life sized little Ann Dolls, "who put these here?" One guard asked, "they're for the next shipment Robbie help me get these inside" another said.

As the two guards picked up Beverly, Alex, Clover and Sam, the child in a spy's body then knocked the guard's hat off while the girls all flinched. "Hey there's a malfunction in this doll" he said, "trash it" the other replied.

The first one put Alex and Clover down while the other out Ben/Beverly down and walked off with Sam. They were about to go after her but stopped and froze again, "uh grab another two for the next shipment" another goon said before Bev turned her arm into Armadrillo's and bashed him into the guard next to him and knocked both out.

"Yeah!" They said, going into the next room they all saw hundreds of boxes and a few conveyor belts, "this is almost as big as your closet" Alex said. "How are we supposed to find..." "found her", Beverly pointed to a conveyor belt with jars with Little Ann dolls inside them along with Sam.

"Not good! Very not good!" Ben yelled tuning his arm into Wildvine and swung over to his orange haired spy and caught her just before she fell in. "That was fun! What else can we play?" Sam said making her friends groan, the four made their way on top of some crates to get a better vantage point. "You wonder why they don't close the boxes" Alex inquired "I'll go ask!" Sam said before Beverly pulled her back down.

"I have a better idea, why don't we play I Spy?" Clover said, "low we don't do that every day" Alex muttered. "Oh oh me first! I spy with my little eye something that is big!" Sam said, all of them then took notice of a big machine putting chips into the little Ann's. "A computer!" Clover said, "you're good"

The three made their way to the computer and saw what it was doing "I got a feeling that beam it's got is what making every act like kids" the alien teen said. "Then all we have to do is figure out what the computer chip is and reprogram it" Alex deduced, "i cant log on" Clover said.

"Try something obvious, villains usually go for the obvious" Bev suggested, Alex tried Little Ann and toy but neither worked. "Okay he may have been smarter than we thought" Ben said, "now what?" Alex asked before the whole thing shut down. Looking behind the console they saw Sam peek out from behind it holding some plugs "works for Me" Beverly said.

"At least it'll buy us some time while we..." Alex was cut short when the guards showed up, "well time to run!" Bev said as the four dashed away. Alex then put on the Ejector bead bracelet and fired the ball shaped projectiles at the goons. "Last one out's a rotten egg!" Beverly called out encouraging Sam to run faster. While the girls tried to swing away on a crane hook while Bev reverted back to Ben and tore off his dress while swinging on Wild Vine's arm once more.

They all landed right in front of the man in charge, Vladimir, "hallo" he greeted.

"What were you thinking?!" Clover asked "revenge of course, the children who once adored my toys have grown up and forgotten the joy and simplicity of the little Ann. Now they're more interested in high tech gizmos and silly, electronic toys" the culprit said. "Dude, I think she meant the outfit" Alex said, "totally" Clover deadpanned.

"Anyway about this revenge thing, it won't bring back the little Ann" Ben said "of course it will, the people who once adored the little Ann will be forced to remember the joy once I revert them to the children they once were" Vladimir said gesturing to a large sleigh like air craft.

"Oh can I go with you oh please oh please oh please" Sam begged, the toy villain had allowed her to come with but left Ben, Alex and Clover behind. "You won't get away with this!" Ben yelled before growing Big Chill's wings and grabbed the two. "Lets fly... YIPE!?!?!" Ben exclaimed dodging some energy bullets, "look out!" The girls screamed trying to avoid being shot. That was before the machine turned back on with the beams hitting all the bad guys, "what the?" Clover said bewildered.

Looking to the computer console they saw Ezra pushing dozens of buttons "nice job Ezra you can stop now!" Ben said. The cat nodded and jumped off the keys, "now how are going to track Sam?" Alex asked "(gasp) the TAD!" Ben said.

We now see the spies flying in the air with their jet tracking Sam through the TAD, they managed to follow Vladimir "Sam's just ahead of us!" Alex said, that's when the tracker began to fall. "He tossed her over board! I got Sam" Ben said exiting the plane and became Omni, then flew fast enough to catch Sam, only to find out it was really a doll. "False alarm, Vladdy found out about the TAD" he said flying towards the sleigh as Vladimir began letting his toys down.

"Not good, instead of turning adults into kids, the toys are now set to destroy" Omni observed as the toys that fell began to move on their own. "Ben we have an idea" Clover said over the communicator, "I'm willing to try anything at this point" Ben said.

"Here's the plan, we trick Vladimir into grabbing this little Ann doll that we modified to fire the same beam the Bark-a-roo that'll revert him into a kid. Then it'll be easy" Alex explained, Ben nodded, after flying closer to the alien the two tossed the doll to him.

"Now to get a taste of your own medicine Vladdy" Omni said, he then flew up to the air craft Vladimir and Sam were on. "Surrender Vladdy, or Annie here gets it" Ben warned holding the doll out.

"My little Ann!" He gasped before reaching out to grab the doll. But when he did the doll's eyes blasted his own and reverted him back into a kid "my little Ann. What do you want to do today little Ann?" He cooed.

That's when Alex and Clover flew next to them "nice work" the blonde said as Alex shot the magna belt at the craft and tethered it to their ship. "Vladimir, you have to undo all the damage you've done" Clover ordered, "no! I want to play!" "You better do what we say right now mister or your grounded!" Alex scolded, "uh oh Vladimir's in trouble" Sam taunted.

The next day we see Ben and the girls walking out of Bev High with Erza walking besides Ben. "No way!" Sam said, "way" Alex and Ben replied, "Clover did I really act like a Kid?" Sam asked, "only way more than usual" the blonde replied and went for her attempt to ask out Rick. Only to be turned down, turns out he wasn't into older women, obviously Clover was rather upset.

And was even more so when a kid had mistaken her for one of the school staff and scared the poor boy away. "Being mature is so overrated" she said undoing her hair back to its original style. "There's our lucky Clover" Ben said making her blush while making Sam and Alex giggle, and then he hugged all three of them.

Interview
Sam: Okay I already know what you're thinking, how did I manage to let my guard down to be hit by that kid laser? Well as some people say no one's perfect, I get into trouble just as much as Alex, Clover and Ben. Like for instance one time me, Ben and Alex got stuck in a well when we traveled back to the medieval ages. And that was just a few days ago, see no one's perfect, but that's what makes us perfect, we make mistakes so we can learn from them.

Ben: well said Sam, well said.