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00:00:00,533 --> 00:00:04,167
[music playing]
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00:00:08,733 --> 00:00:10,033
[theme music]
3
00:00:10,133 --> 00:00:12,933
THEME SONG: Here we go again
on the road till we stop
4
00:00:13,033 --> 00:00:14,767
and then we'll shop.
5
00:00:14,867 --> 00:00:20,467
So one, two, three, now,
baby, here we go, go, go.
6
00:00:20,567 --> 00:00:21,900
Here we go.
7
00:00:22,000 --> 00:00:25,867
Here we go on a
mission undercover
8
00:00:25,967 --> 00:00:26,867
and we're in control.
9
00:00:26,967 --> 00:00:28,433
Here we go.
10
00:00:28,533 --> 00:00:29,667
Here we go.
11
00:00:29,767 --> 00:00:33,400
We're Totally Spies so
get on with the show.
12
00:00:33,500 --> 00:00:34,367
Here we go.
13
00:00:34,467 --> 00:00:35,367
Here we go.
14
00:00:35,467 --> 00:00:39,367
Here we go.
15
00:00:39,467 --> 00:00:41,333
[music playing]
16
00:00:41,433 --> 00:00:43,200
[bell ringing]
17
00:00:43,300 --> 00:00:47,467
So there's three seconds
left on the clock and swoosh,
18
00:00:47,567 --> 00:00:48,433
right through the net.
19
00:00:48,533 --> 00:00:50,900
It was totally awesome, man.
Then--
20
00:00:51,000 --> 00:00:53,333
INTERCOM: Zachary
Williams, please report
21
00:00:53,433 --> 00:00:55,400
to the principal's office.
22
00:00:55,500 --> 00:00:56,200
Busted, man.
23
00:00:56,300 --> 00:00:58,900
You're in so much trouble.
24
00:00:59,000 --> 00:01:00,467
Hey, no problemo.
25
00:01:00,567 --> 00:01:04,000
The principal probably wants to
put a statue of me in the gym.
26
00:01:04,100 --> 00:01:05,500
[whistling]
27
00:01:09,933 --> 00:01:12,267
No, no, no, no, oh, no!
28
00:01:16,067 --> 00:01:19,300
[scary music]
29
00:01:24,000 --> 00:01:26,467
[bell ringing]
30
00:01:28,833 --> 00:01:31,800
Check it out, girls, the
first annual Beverly Hills Youth
31
00:01:31,900 --> 00:01:33,400
Spirit Awards is
looking for contestants
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00:01:33,500 --> 00:01:37,833
who typify youthful enthusiasm,
ambition, and optimism.
33
00:01:37,933 --> 00:01:39,467
That is so you, Sammy.
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I wish I could be a little more
optimistic about what they're
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00:01:41,967 --> 00:01:43,500
serving for lunch today.
36
00:01:43,600 --> 00:01:46,267
Fiber, riboflavin,
and vitamins,
37
00:01:46,367 --> 00:01:50,467
everything developing girls
need to grow fit and healthy.
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00:01:50,567 --> 00:01:51,467
Ew.
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00:01:51,567 --> 00:01:53,100
I'm starting to
think fit and healthy
40
00:01:53,200 --> 00:01:54,933
is overrated, Mrs. Muckle.
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00:01:55,033 --> 00:01:56,500
Please tell me
you're not thinking
42
00:01:56,600 --> 00:01:59,300
of entering the contest
that I'm going to win.
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00:01:59,400 --> 00:02:01,133
I have just as much
chance as you, Mandy.
44
00:02:01,233 --> 00:02:03,933
FYI, this award
goes to someone
45
00:02:04,033 --> 00:02:06,633
who best exhibits youthfulness.
46
00:02:06,733 --> 00:02:08,933
You're better suited to
enter the senior Olympics.
47
00:02:09,033 --> 00:02:10,000
Hm.
48
00:02:12,700 --> 00:02:17,067
Please, Mandy, Sam's got twice
as much youthful youth as you.
49
00:02:17,167 --> 00:02:18,533
Whatever.
50
00:02:18,633 --> 00:02:20,967
I'm just trying to save her
from total embarrassment.
51
00:02:21,067 --> 00:02:23,800
After all, she's the
one with gray hair.
52
00:02:23,900 --> 00:02:24,700
Hm.
53
00:02:24,800 --> 00:02:26,767
Gray hair?
54
00:02:26,867 --> 00:02:28,667
Of course, if
you get one, you're
55
00:02:28,767 --> 00:02:31,900
sure to get another and another.
56
00:02:32,000 --> 00:02:33,100
Yeah, right.
57
00:02:33,200 --> 00:02:34,733
But I'm just going
to check anyway.
58
00:02:38,333 --> 00:02:40,067
I guess it's not so bad.
59
00:02:40,167 --> 00:02:41,800
I mean, gray hair's
distinguishing, right?
60
00:02:41,900 --> 00:02:42,767
Totally.
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00:02:42,867 --> 00:02:44,067
I mean, what's the big deal?
62
00:02:44,167 --> 00:02:45,967
It's just one great hair.
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00:02:46,067 --> 00:02:47,600
I can't believe
I just said that.
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00:02:47,700 --> 00:02:48,500
You're right.
65
00:02:48,600 --> 00:02:49,467
I'll just get rid of it.
66
00:02:49,567 --> 00:02:50,400
Don't pluck it!
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00:02:50,500 --> 00:02:52,033
Five more will
grow in its place!
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00:02:52,133 --> 00:02:53,867
I thought you said
it was no big deal.
69
00:02:53,967 --> 00:02:55,300
One hair is no big deal.
70
00:02:55,400 --> 00:02:57,167
Five is an irreversible trend.
71
00:02:57,267 --> 00:02:59,867
But I don't even
want one gray hair.
72
00:02:59,967 --> 00:03:02,100
Oh, now see what
you've done, Clover.
73
00:03:02,200 --> 00:03:03,900
You better tell her
about our surprise.
74
00:03:04,000 --> 00:03:05,400
Oh, yeah.
75
00:03:05,500 --> 00:03:07,867
This will cheer you up, front
row seats to the Happy Fun
76
00:03:07,967 --> 00:03:09,633
Fellas concert on Friday night.
77
00:03:09,733 --> 00:03:10,967
How did you get those?
78
00:03:11,067 --> 00:03:13,433
That concert's been
sold out for weeks.
79
00:03:13,533 --> 00:03:14,767
Oh, it was easy.
80
00:03:14,867 --> 00:03:17,200
The manager of the arena has
a cousin who lives next door
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00:03:17,300 --> 00:03:19,167
to a guy who's best friends
with a man who married
82
00:03:19,267 --> 00:03:20,867
a childhood classmate
of the mother of a guy I
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00:03:20,967 --> 00:03:22,333
know from the football.
84
00:03:22,433 --> 00:03:24,167
I just flirted with him, and
he got the tickets for me.
85
00:03:24,267 --> 00:03:26,400
Wow, I guess it
really is who you know.
86
00:03:26,500 --> 00:03:28,333
Anyway, we can't
go to the concert
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00:03:28,433 --> 00:03:30,933
if you're going to be crying
about your hair, can we?
88
00:03:31,033 --> 00:03:31,900
I guess not.
89
00:03:32,000 --> 00:03:32,800
Thanks, Clover.
90
00:03:32,900 --> 00:03:34,233
[woosh]
91
00:03:34,333 --> 00:03:35,633
Ah!
92
00:03:35,733 --> 00:03:37,200
Ah!
93
00:03:37,300 --> 00:03:38,267
Ugh!
94
00:03:38,367 --> 00:03:40,633
So glad you could
breeze through, girls.
95
00:03:40,733 --> 00:03:42,633
As if we had a choice.
96
00:03:42,733 --> 00:03:43,967
Let's cut to the chase.
97
00:03:44,067 --> 00:03:45,667
Oceanside Middle
School is known for
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00:03:45,767 --> 00:03:47,500
its superior athletic programs.
99
00:03:47,600 --> 00:03:50,133
Their teams have won state
championships for years.
100
00:03:50,233 --> 00:03:52,900
But suddenly, the teams
are losing all their games.
101
00:03:53,000 --> 00:03:54,433
Wow.
102
00:03:54,533 --> 00:03:56,300
They don't look like they could
win a knitting championship.
103
00:03:56,400 --> 00:03:58,067
I want you girls
to go undercover
104
00:03:58,167 --> 00:04:00,733
and investigate this
strange shift in the student
105
00:04:00,833 --> 00:04:02,367
body of Oceanside.
106
00:04:02,467 --> 00:04:04,400
Sam, you'll pose as
a history teacher.
107
00:04:04,500 --> 00:04:06,167
Alex, you'll be a
gymnastics coach.
108
00:04:06,267 --> 00:04:07,967
And Clover, you'll
be a lunch lady.
109
00:04:08,067 --> 00:04:09,367
As if!
110
00:04:09,467 --> 00:04:10,667
Try again, Jerr.
111
00:04:10,767 --> 00:04:12,733
I suppose you could always
go undercover as a janitor
112
00:04:12,833 --> 00:04:14,533
or a trigonometry teacher.
113
00:04:14,633 --> 00:04:17,200
On second thought,
where's my hair net?
114
00:04:17,300 --> 00:04:19,367
Now, on to the gadgets.
115
00:04:19,467 --> 00:04:21,867
Hoop earring communicators,
expandable cable
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00:04:21,967 --> 00:04:26,433
bungee belts, Velcro band 3D
body analyzer wristwatch--
117
00:04:26,533 --> 00:04:27,567
[buzzing]
118
00:04:27,667 --> 00:04:28,500
[laughter]
119
00:04:28,600 --> 00:04:29,600
That tickles.
120
00:04:29,700 --> 00:04:32,867
--and finally, DNA
scanner sunglasses,
121
00:04:32,967 --> 00:04:35,133
a butterfly laser
emitting pendant,
122
00:04:35,233 --> 00:04:37,867
and a multipurpose army knife.
123
00:04:37,967 --> 00:04:39,000
You never know?
124
00:04:39,100 --> 00:04:40,600
Jerry, how long
will this job take?
125
00:04:40,700 --> 00:04:43,433
We're going to a Happy Fun
Fellas concert on Friday night.
126
00:04:43,533 --> 00:04:47,000
Well, then, I guess we better
get you started immediately.
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00:04:47,100 --> 00:04:48,000
Whoa!
128
00:04:48,100 --> 00:04:49,100
Whoa!
129
00:04:54,867 --> 00:04:56,233
This is ridiculous.
130
00:04:56,333 --> 00:04:58,500
Who'd ever believe that I
could pass as a lunch lady?
131
00:04:58,600 --> 00:05:01,433
Hey, lunch lady what's
on the menu today?
132
00:05:01,533 --> 00:05:02,367
Agh!
133
00:05:02,467 --> 00:05:03,333
[growling]
134
00:05:03,433 --> 00:05:04,433
Ah!
135
00:05:04,533 --> 00:05:06,167
Come on, let's take
our undercover positions
136
00:05:06,267 --> 00:05:08,033
before the rest of
the kids show up.
137
00:05:11,767 --> 00:05:12,567
Ugh.
138
00:05:17,967 --> 00:05:18,900
[whistle]
139
00:05:19,000 --> 00:05:22,733
OK, team, that
was really slow.
140
00:05:22,833 --> 00:05:24,000
Let's hit the showers.
141
00:05:26,733 --> 00:05:27,700
All right, everybody out.
142
00:05:27,800 --> 00:05:29,167
But we just started.
143
00:05:29,267 --> 00:05:31,733
It's not like you worked
up a sweat out there.
144
00:05:36,100 --> 00:05:39,067
[beeping]
145
00:05:39,167 --> 00:05:41,767
Wow, their DNA has been changed.
146
00:05:41,867 --> 00:05:44,433
It's like they have the genetic
traits of someone in their 80s.
147
00:05:46,933 --> 00:05:48,367
[bell ringing]
148
00:05:48,467 --> 00:05:51,533
OK, class, today we're going
to learn about the Cold War.
149
00:05:51,633 --> 00:05:53,633
I need a volunteer to
be the Soviet Union.
150
00:05:53,733 --> 00:05:56,833
[buzzing]
151
00:05:56,933 --> 00:06:00,167
OK, then, I'll
volunteer someone.
152
00:06:00,267 --> 00:06:02,900
How about you, Theodore?
153
00:06:03,000 --> 00:06:04,267
Oh, wonderful.
154
00:06:04,367 --> 00:06:06,700
May I say it is indeed
an honor and a privilege
155
00:06:06,800 --> 00:06:09,333
to participate in such a
lively classroom endeavor,
156
00:06:09,433 --> 00:06:11,200
for it is often said--
- Bravo!
157
00:06:11,300 --> 00:06:12,067
You go!
158
00:06:12,167 --> 00:06:13,300
Stand over there.
159
00:06:13,400 --> 00:06:16,033
I'm going to need some
satellite nations.
160
00:06:16,133 --> 00:06:17,933
Here, you be Yugoslavia.
161
00:06:18,033 --> 00:06:19,767
How about you as Czechoslovakia.
162
00:06:19,867 --> 00:06:22,433
Actually, everybody come up
here and face the blackboard.
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00:06:22,533 --> 00:06:24,100
But why?
164
00:06:24,200 --> 00:06:27,867
Oh, Because you're
the Berlin Wall.
165
00:06:27,967 --> 00:06:31,167
All right, everybody close your
eyes to simulate nighttime.
166
00:06:31,267 --> 00:06:32,267
You too, Theodore.
167
00:06:32,367 --> 00:06:34,067
But I'm the Soviet Union.
168
00:06:34,167 --> 00:06:35,000
You're taking a nap.
169
00:06:35,100 --> 00:06:37,967
[snoring]
170
00:06:38,067 --> 00:06:41,133
[buzzing]
171
00:06:43,033 --> 00:06:44,933
[beeping]
172
00:06:45,033 --> 00:06:47,867
Weird, glandular
function slowing down.
173
00:06:47,967 --> 00:06:49,533
Mental alertness
dangerously low.
174
00:06:49,633 --> 00:06:51,733
Small contusions on
all their foreheads.
175
00:06:51,833 --> 00:06:57,067
Energy and vitality
levels, hm, not that bad.
176
00:06:57,167 --> 00:07:00,600
OK, maybe I was
wrong about that.
177
00:07:00,700 --> 00:07:02,333
What will you have?
178
00:07:02,433 --> 00:07:03,500
Prunes, please.
179
00:07:03,600 --> 00:07:05,767
How about some
ice cream or cake?
180
00:07:05,867 --> 00:07:07,500
No, I'd better
stick with the prunes.
181
00:07:12,433 --> 00:07:13,500
How about you?
182
00:07:13,600 --> 00:07:14,767
Prunes also please.
183
00:07:14,867 --> 00:07:18,033
And if you have anything
else that's easy to chew,
184
00:07:18,133 --> 00:07:19,433
that would be great.
185
00:07:19,533 --> 00:07:20,500
Easy to chew?
186
00:07:20,600 --> 00:07:23,067
You've got a head
full of strong teeth.
187
00:07:23,167 --> 00:07:25,733
Yeah, those were the days.
188
00:07:25,833 --> 00:07:26,667
Aw.
189
00:07:30,467 --> 00:07:33,967
OK, is it me or are these
kids about as lively as sloths.
190
00:07:34,067 --> 00:07:35,267
Yeah, it's like
they've all had
191
00:07:35,367 --> 00:07:36,700
life-o-suction or something.
192
00:07:36,800 --> 00:07:39,667
We've got to figure out
who's behind all this.
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00:07:39,767 --> 00:07:43,200
Darned kids, leave nothing
but messes everywhere they go,
194
00:07:43,300 --> 00:07:46,000
snot-nosed good for nothings.
195
00:07:46,100 --> 00:07:47,867
OK I think we just found
our number one suspect.
196
00:07:47,967 --> 00:07:48,800
Huh?
197
00:07:48,900 --> 00:07:50,067
Look!
198
00:07:50,167 --> 00:07:52,767
That teacher is turning
a kid into a zombie.
199
00:07:52,867 --> 00:07:53,733
Hey!
200
00:07:53,833 --> 00:07:54,700
Ah!
201
00:07:54,800 --> 00:07:55,667
Oh!
202
00:07:55,767 --> 00:07:56,800
Oh no you don't.
203
00:07:56,900 --> 00:07:58,567
What do you
think you're doing?
204
00:07:58,667 --> 00:08:01,567
Stopping you from stealing
this innocent student's youth.
205
00:08:01,667 --> 00:08:03,600
I was only showing
the lad that he got
206
00:08:03,700 --> 00:08:05,767
an A-plus on his science test.
207
00:08:05,867 --> 00:08:08,100
I never got an A-plus before.
208
00:08:08,200 --> 00:08:11,667
Gosh, thanks, Mrs. Killaher.
209
00:08:11,767 --> 00:08:14,167
We are so sorry.
210
00:08:14,267 --> 00:08:17,533
I don't recall seeing
you at this school before.
211
00:08:17,633 --> 00:08:19,567
Um, that's because
we're part of the school
212
00:08:19,667 --> 00:08:21,367
district's substitute
gym teacher, history
213
00:08:21,467 --> 00:08:22,700
teacher, lunch lady program.
214
00:08:27,000 --> 00:08:28,433
[buzzing]
215
00:08:29,467 --> 00:08:30,733
Yeah.
216
00:08:30,833 --> 00:08:32,300
Oh!
217
00:08:32,400 --> 00:08:35,167
Here's the copies you needed
all coalated and alphabetized.
218
00:08:35,267 --> 00:08:37,933
I also got you these to
brighten up your room.
219
00:08:38,033 --> 00:08:39,033
Thank you, Theodore.
220
00:08:39,133 --> 00:08:40,000
They're beautiful.
221
00:08:40,100 --> 00:08:42,100
You're a nice kid.
222
00:08:42,200 --> 00:08:43,267
Why don't you go
outside and play?
223
00:08:43,367 --> 00:08:45,500
I would, but my
friends are so boring.
224
00:08:45,600 --> 00:08:48,333
They just sit around and talk
about their aches and pains.
225
00:08:48,433 --> 00:08:50,533
Don't you have anything
else that needs to be done?
226
00:08:50,633 --> 00:08:53,567
OK, how about
distributing these memos
227
00:08:53,667 --> 00:08:55,067
to all the classrooms?
228
00:08:55,167 --> 00:08:58,267
Great, thanks.
229
00:08:58,367 --> 00:09:00,467
Hm?
230
00:09:00,567 --> 00:09:02,867
[gasp]
231
00:09:02,967 --> 00:09:04,433
[creepy noise]
232
00:09:04,533 --> 00:09:09,400
[gasp] [panting]
233
00:09:09,500 --> 00:09:15,333
[creepy noise]
234
00:09:16,933 --> 00:09:17,733
Ah!
235
00:09:20,800 --> 00:09:23,267
No, please, don't!
236
00:09:30,133 --> 00:09:31,600
Oh, a pep rally.
237
00:09:31,700 --> 00:09:32,967
I love these school events.
238
00:09:33,067 --> 00:09:34,933
They're so full of energy.
239
00:09:35,033 --> 00:09:38,133
Thus the term, pep rally.
240
00:09:38,233 --> 00:09:40,333
Theodore, what's the matter?
241
00:09:40,433 --> 00:09:42,367
Guys, this is really serious.
242
00:09:42,467 --> 00:09:44,767
Let's spread out and look
for anyone suspicious.
243
00:09:44,867 --> 00:09:49,033
As you all know, this
weekend is Oceanside Junior
244
00:09:49,133 --> 00:09:51,133
High School's homecoming game.
245
00:09:51,233 --> 00:09:55,300
So let's all give a rousing
cheer to the football team.
246
00:09:55,400 --> 00:09:56,700
[applause]
247
00:09:56,800 --> 00:09:58,067
Yay.
248
00:09:58,167 --> 00:09:59,867
This is no pep rally.
249
00:09:59,967 --> 00:10:01,467
It's a pep funeral.
250
00:10:01,567 --> 00:10:03,233
What's weirder
is that Principal
251
00:10:03,333 --> 00:10:06,267
Smith doesn't notice that the
kids are acting so strangely.
252
00:10:06,367 --> 00:10:09,267
He either doesn't
notice or he doesn't care.
253
00:10:09,367 --> 00:10:12,167
Maybe it's because he knows
why they're acting that way.
254
00:10:12,267 --> 00:10:15,000
Let's see what Jerry can
tell us about this guy.
255
00:10:15,100 --> 00:10:16,133
Jerry, it's Alex.
256
00:10:16,233 --> 00:10:17,900
Listen, we may be
onto something.
257
00:10:18,000 --> 00:10:20,400
Can you do some research
on principal John Smith?
258
00:10:20,500 --> 00:10:21,333
Certainly.
259
00:10:21,433 --> 00:10:22,533
Here you go.
260
00:10:22,633 --> 00:10:24,433
[beeping]
261
00:10:25,933 --> 00:10:27,333
[printing noise]
262
00:10:28,933 --> 00:10:31,033
It says that
Smith was previously
263
00:10:31,133 --> 00:10:34,233
a headmaster at Ravenswood
Boys School in England,
264
00:10:34,333 --> 00:10:37,233
but it seems he left under
mysterious circumstances.
265
00:10:37,333 --> 00:10:39,267
Looks like we're going
on a field trip, girls.
266
00:10:45,600 --> 00:10:47,533
[music playing]
267
00:10:48,033 --> 00:10:49,000
Oh!
268
00:10:53,267 --> 00:10:55,167
Wow, looks familiar, huh?
269
00:10:55,267 --> 00:10:57,133
Just like the
students at Oceanside.
270
00:10:57,233 --> 00:10:58,967
[bell ringing]
271
00:10:59,067 --> 00:11:00,367
Hm, lunch time.
272
00:11:00,467 --> 00:11:02,367
Perfect for spy-mode, girls.
273
00:11:05,367 --> 00:11:06,467
Yeah!
274
00:11:06,567 --> 00:11:09,167
OK, let's see what we
can find out about Smith.
275
00:11:12,667 --> 00:11:15,867
Nothing in here.
276
00:11:15,967 --> 00:11:17,700
What's this?
277
00:11:17,800 --> 00:11:20,633
Uh-huh.
278
00:11:20,733 --> 00:11:22,600
Ah!
279
00:11:22,700 --> 00:11:24,967
Ugh.
280
00:11:25,067 --> 00:11:27,033
That was really unexpected.
281
00:11:32,933 --> 00:11:35,567
Whoa, if only I had
a finger big enough
282
00:11:35,667 --> 00:11:36,833
to wear that on a ring.
283
00:11:36,933 --> 00:11:38,067
Weird.
284
00:11:38,167 --> 00:11:39,800
This manuscript describes
how youth can be
285
00:11:39,900 --> 00:11:42,033
extracted from people's souls.
286
00:11:42,133 --> 00:11:44,267
Hey, this guy looks
really familiar.
287
00:11:44,367 --> 00:11:46,400
Yeah, he looks
like Principal Smith.
288
00:11:46,500 --> 00:11:48,833
Except why is he in
those ancient clothes?
289
00:11:48,933 --> 00:11:52,100
Because Smith
is 800 years old.
290
00:11:52,200 --> 00:11:53,467
This is his journal.
291
00:11:53,567 --> 00:11:55,733
There's entries dating
back to the 13th century.
292
00:11:55,833 --> 00:11:59,100
Somehow Smith must be stealing
youth and administering it
293
00:11:59,200 --> 00:12:00,467
to himself.
294
00:12:00,567 --> 00:12:02,200
And I'd bet that jewel has
something to do with it.
295
00:12:02,300 --> 00:12:05,200
You mean Smith literally
found a fountain of youth?
296
00:12:05,300 --> 00:12:05,967
[boom]
297
00:12:06,067 --> 00:12:06,867
Hey!
298
00:12:06,967 --> 00:12:07,867
Oh!
299
00:12:07,967 --> 00:12:09,200
It's the janitor!
300
00:12:09,300 --> 00:12:10,133
And the teacher!
301
00:12:10,233 --> 00:12:11,500
What are you doing here?
302
00:12:11,600 --> 00:12:13,633
The The question is,
what are you doing here?
303
00:12:13,733 --> 00:12:15,400
Getting rid of you brats.
304
00:12:15,500 --> 00:12:19,400
[fighting noises]
305
00:12:25,500 --> 00:12:26,400
[gasp]
306
00:12:27,433 --> 00:12:29,200
We can't let them get away!
Ugh!
307
00:12:29,300 --> 00:12:29,967
[beep]
308
00:12:30,067 --> 00:12:31,033
Whoa!
309
00:12:33,600 --> 00:12:35,467
Where'd they go?
310
00:12:35,567 --> 00:12:37,867
Where'd Alex go?
311
00:12:37,967 --> 00:12:40,400
Alex!
312
00:12:40,500 --> 00:12:42,367
[beep]
313
00:12:42,467 --> 00:12:45,700
[grunting]
314
00:12:52,000 --> 00:12:53,000
- Ah!
- Sammy!
315
00:12:53,100 --> 00:12:53,900
[doink]
316
00:12:54,000 --> 00:12:56,467
Ah!
317
00:12:56,567 --> 00:12:59,467
[helicopter flying]
318
00:13:06,400 --> 00:13:07,700
Where could they
have taken Alex?
319
00:13:07,800 --> 00:13:09,833
Look!
320
00:13:09,933 --> 00:13:10,867
Alex!
321
00:13:10,967 --> 00:13:14,400
Are you all right?
322
00:13:14,500 --> 00:13:15,600
[gasp]
323
00:13:15,700 --> 00:13:17,600
They drained her of youth!
324
00:13:17,700 --> 00:13:18,567
Follow her!
325
00:13:24,800 --> 00:13:26,533
Where did she go?
326
00:13:26,633 --> 00:13:27,467
Ah!
327
00:13:27,567 --> 00:13:28,800
Now we got ya!
328
00:13:28,900 --> 00:13:31,267
[fighting noises]
329
00:13:35,033 --> 00:13:36,133
I don't get it.
330
00:13:36,233 --> 00:13:38,733
Why are you doing
Smith's dirty work?
331
00:13:38,833 --> 00:13:40,667
Give up, girls.
332
00:13:40,767 --> 00:13:42,400
There's no escape.
333
00:13:42,500 --> 00:13:46,233
I'm not sure how you discovered
my little enterprise,
334
00:13:46,333 --> 00:13:48,500
but you've made a
terrible mistake.
335
00:13:48,600 --> 00:13:50,367
We know you're stealing
these kids' youth.
336
00:13:50,467 --> 00:13:53,033
You will never get away with it.
337
00:13:53,133 --> 00:13:56,500
On the contrary I
have for centuries.
338
00:13:56,600 --> 00:14:00,200
And this last big score will
provide me with enough youth
339
00:14:00,300 --> 00:14:02,833
to give me immortality.
340
00:14:02,933 --> 00:14:05,400
What do you mean
last big score?
341
00:14:05,500 --> 00:14:08,933
I mean the Happy
Fun Fellas concert.
342
00:14:09,033 --> 00:14:10,500
You wouldn't dare!
343
00:14:10,600 --> 00:14:12,867
If you touch a single hair
on their precious heads,
344
00:14:12,967 --> 00:14:15,600
I swear I'll open a
heavy duty can of WOOHP
345
00:14:15,700 --> 00:14:17,100
brand butt whoop on ya.
346
00:14:17,200 --> 00:14:19,200
And miss one of the
largest gatherings
347
00:14:19,300 --> 00:14:22,100
of young people in years?
348
00:14:22,200 --> 00:14:23,500
I think not.
349
00:14:23,600 --> 00:14:28,967
Soon all that
youth will be mine.
350
00:14:29,067 --> 00:14:32,167
[grunting]
351
00:14:32,267 --> 00:14:33,267
Open the windows.
352
00:14:38,267 --> 00:14:40,333
The jewel of Sumatra.
353
00:14:40,433 --> 00:14:42,867
Quite rare, only
three in the world.
354
00:14:42,967 --> 00:14:45,133
And I have them all.
355
00:14:45,233 --> 00:14:47,667
When the sun
strikes it, its rays
356
00:14:47,767 --> 00:14:50,967
will disperse and pass
through you, taking
357
00:14:51,067 --> 00:14:55,400
your youth along with it.
358
00:14:55,500 --> 00:14:57,667
We've got to get
loose before that jewel
359
00:14:57,767 --> 00:14:59,067
turns our brains into oatmeal.
360
00:14:59,167 --> 00:15:00,133
[grunting]
361
00:15:00,233 --> 00:15:02,067
I can't get my hands free.
362
00:15:02,167 --> 00:15:03,200
This is awful.
363
00:15:03,300 --> 00:15:05,267
I am too young to be old.
364
00:15:05,367 --> 00:15:07,267
OK, try swinging back and forth.
365
00:15:07,367 --> 00:15:09,667
Maybe I can untie your hands.
366
00:15:09,767 --> 00:15:11,633
[grunting]
367
00:15:11,733 --> 00:15:13,067
OK, I've got you.
368
00:15:13,167 --> 00:15:15,967
Now if I can just cut your rope.
369
00:15:16,067 --> 00:15:17,233
Hurry up, Sam!
370
00:15:17,333 --> 00:15:19,533
The sun's almost
hitting the jewel!
371
00:15:19,633 --> 00:15:21,067
I'm doing my best.
372
00:15:21,167 --> 00:15:24,233
Alex, can you give Sam a hand?
373
00:15:24,333 --> 00:15:26,733
OK, right after my nap.
374
00:15:26,833 --> 00:15:27,733
[snoring]
375
00:15:27,833 --> 00:15:28,633
Alex!
376
00:15:28,733 --> 00:15:31,233
Wake up!
377
00:15:31,333 --> 00:15:32,200
Ah!
378
00:15:32,300 --> 00:15:33,800
Ow!
379
00:15:33,900 --> 00:15:39,033
OK, somebody's going to have
to go lighter on the ice cream.
380
00:15:39,133 --> 00:15:40,500
Um, Clover?
381
00:15:40,600 --> 00:15:41,467
What?
382
00:15:41,567 --> 00:15:42,800
You might want
to close your eyes.
383
00:15:42,900 --> 00:15:43,933
Why?
384
00:15:44,033 --> 00:15:45,033
Wah!
385
00:15:47,000 --> 00:15:48,500
That went well.
386
00:15:48,600 --> 00:15:50,767
Come on, we've got
to get to that concert
387
00:15:50,867 --> 00:15:51,700
before it's too late.
388
00:15:55,133 --> 00:15:57,600
[cheering]
389
00:15:59,500 --> 00:16:03,500
Hey, Beverly Hills,
are you ready to rock?
390
00:16:03,600 --> 00:16:06,433
[music playing]
391
00:16:07,933 --> 00:16:08,867
He could be anywhere.
392
00:16:08,967 --> 00:16:09,767
Let's spread out.
393
00:16:09,867 --> 00:16:10,733
Right.
394
00:16:10,833 --> 00:16:12,267
I'll check back stage.
395
00:16:12,367 --> 00:16:15,967
Alex, why don't you just sit
here and enjoy the music?
396
00:16:16,067 --> 00:16:18,433
[ringing]
397
00:16:18,533 --> 00:16:19,867
Um--
398
00:16:19,967 --> 00:16:20,767
Whoa.
399
00:16:20,867 --> 00:16:21,767
[gasp]
400
00:16:21,867 --> 00:16:23,233
Where do you think you're going?
401
00:16:23,333 --> 00:16:25,400
I have to get back
there and save the world.
402
00:16:25,500 --> 00:16:26,767
I've heard some
good ones in my day,
403
00:16:26,867 --> 00:16:28,800
but nobody ever
pulled that one on me.
404
00:16:28,900 --> 00:16:29,833
But you have got--
405
00:16:29,933 --> 00:16:31,400
Back you go, Missy.
406
00:16:31,500 --> 00:16:34,267
[cheering]
407
00:16:42,333 --> 00:16:45,367
Once the circuit is connected,
the final assault will begin.
408
00:16:45,467 --> 00:16:47,933
All ready.
409
00:16:48,033 --> 00:16:51,267
This ought to slow him down.
410
00:16:51,367 --> 00:16:53,067
Oh!
411
00:16:53,167 --> 00:16:54,033
[labored breathing]
412
00:16:54,133 --> 00:16:55,467
How did she get loose?
413
00:16:55,567 --> 00:16:58,200
I guess I'll have to
finish her off myself.
414
00:16:58,300 --> 00:17:00,200
Ah!
415
00:17:00,300 --> 00:17:01,500
Give it up, Smith.
416
00:17:01,600 --> 00:17:03,333
You will never get
away with this.
417
00:17:03,433 --> 00:17:05,600
On the contrary, young lady.
418
00:17:05,700 --> 00:17:07,700
I already have.
419
00:17:07,800 --> 00:17:09,100
[buzz]
420
00:17:09,200 --> 00:17:14,200
Hey, this isn't in the script.
421
00:17:14,300 --> 00:17:15,600
[sigh]
422
00:17:16,667 --> 00:17:17,567
[gasp]
423
00:17:17,667 --> 00:17:20,000
Yes, that's it.
424
00:17:20,100 --> 00:17:23,933
Give me all your precious youth.
425
00:17:24,033 --> 00:17:25,467
[gasp]
426
00:17:26,933 --> 00:17:31,800
Ah, With I wonder if--
427
00:17:31,900 --> 00:17:33,033
Hey.
428
00:17:33,133 --> 00:17:34,467
Sorry, I love your music.
429
00:17:37,967 --> 00:17:38,767
Stop her!
430
00:17:44,867 --> 00:17:46,333
Whoa!
431
00:17:46,433 --> 00:17:48,167
[thud]
432
00:17:48,267 --> 00:17:52,467
You could have at
least fallen on her.
433
00:17:52,567 --> 00:17:54,400
Where do you
think you're going?
434
00:17:54,500 --> 00:17:56,067
[fighting noises]
435
00:17:56,167 --> 00:17:57,500
Class dismissed.
436
00:18:00,900 --> 00:18:02,100
Out of my way.
437
00:18:02,200 --> 00:18:08,133
[fighting noises]
438
00:18:09,633 --> 00:18:12,467
Ah!
439
00:18:12,567 --> 00:18:14,433
[gasp] Ah!
440
00:18:18,533 --> 00:18:19,233
Ah!
441
00:18:19,333 --> 00:18:20,900
Don't even think about it.
442
00:18:21,000 --> 00:18:22,667
Your youth second
waves are over.
443
00:18:22,767 --> 00:18:25,433
[grunting]
444
00:18:26,300 --> 00:18:28,667
Not so fast, Smith.
445
00:18:28,767 --> 00:18:30,967
No!
446
00:18:31,067 --> 00:18:33,833
[boom]
447
00:18:33,933 --> 00:18:38,033
Was that part of our show?
448
00:18:38,133 --> 00:18:40,233
[gasp] That's weird.
449
00:18:42,967 --> 00:18:44,833
[all gasping]
450
00:18:44,933 --> 00:18:47,167
Hey, I feel like myself again.
451
00:18:47,267 --> 00:18:48,567
And not a second too soon.
452
00:18:48,667 --> 00:18:50,333
I was starting to worry
that we'd have to put
453
00:18:50,433 --> 00:18:51,733
you into a retirement home.
454
00:18:54,533 --> 00:18:55,467
Nice work, girls.
455
00:18:55,567 --> 00:18:56,767
What happened to Smith?
456
00:18:56,867 --> 00:18:58,633
We're not exactly sure.
457
00:18:58,733 --> 00:19:01,200
This is all he left behind.
458
00:19:01,300 --> 00:19:02,133
Odd.
459
00:19:02,233 --> 00:19:04,200
I hope we've seen
the last of him.
460
00:19:04,300 --> 00:19:06,167
For his sake, I
hope we have too.
461
00:19:06,267 --> 00:19:08,733
OK, girls, I've
been old long enough.
462
00:19:08,833 --> 00:19:09,667
Let's dance!
463
00:19:09,767 --> 00:19:11,500
[music playing]
464
00:19:11,600 --> 00:19:13,733
[laughter]
465
00:19:15,700 --> 00:19:16,600
Let's go, Jerry.
466
00:19:16,700 --> 00:19:17,600
Go Jerry.
467
00:19:17,700 --> 00:19:18,667
Go Jerry.
468
00:19:18,767 --> 00:19:19,633
Woo!
Woo!
469
00:19:19,733 --> 00:19:20,567
Go Jerry.
470
00:19:26,467 --> 00:19:28,367
I am so glad that's over with.
471
00:19:28,467 --> 00:19:32,233
Yeah, no offense, Alex, but
you didn't age too gracefully.
472
00:19:32,333 --> 00:19:33,967
Speaking of not
aging gracefully,
473
00:19:34,067 --> 00:19:37,100
I guess I should withdraw from
the youth spirit competition.
474
00:19:37,200 --> 00:19:39,400
Who'd vote for a teenager
with a gray hair.
475
00:19:39,500 --> 00:19:40,133
Wait a second!
476
00:19:40,233 --> 00:19:41,933
Your gray hair is gone!
477
00:19:42,033 --> 00:19:44,267
I told you not
to pluck it, Sam.
478
00:19:44,367 --> 00:19:45,000
I didn't.
479
00:19:45,100 --> 00:19:46,767
But I did wash my hair.
480
00:19:46,867 --> 00:19:49,367
Oh, I am so lame, duh.
481
00:19:49,467 --> 00:19:52,500
I was working on an art
project using gray paint.
482
00:19:52,600 --> 00:19:53,800
I'm not getting
old and decrepit.
483
00:19:53,900 --> 00:19:54,767
I'm just messy.
484
00:19:54,867 --> 00:19:56,333
Put a sock in it.
485
00:19:56,433 --> 00:19:59,133
They're just about to name
me winner of the competition.
486
00:19:59,233 --> 00:20:04,433
And the Youth Spirit
Award goes to Mrs. Muckle.
487
00:20:04,533 --> 00:20:06,767
Mrs. Muckle?
488
00:20:06,867 --> 00:20:08,667
[cheering]
489
00:20:08,767 --> 00:20:09,933
Ugh!
490
00:20:10,033 --> 00:20:13,167
Mrs. Muckle has 50
years of volunteer work,
491
00:20:13,267 --> 00:20:15,900
leadership in the orgphanage,
an annual trip to Europe,
492
00:20:16,000 --> 00:20:17,900
a series of gourmet
cookbooks with all
493
00:20:18,000 --> 00:20:21,733
the profits donated to help
build that new kindergarten.
494
00:20:21,833 --> 00:20:23,833
Congratulations, Mrs. Muckle.
495
00:20:23,933 --> 00:20:24,967
You deserved to win.
496
00:20:25,067 --> 00:20:26,900
It's not how old you are.
497
00:20:27,000 --> 00:20:29,700
It's how you are being old.
498
00:20:29,800 --> 00:20:33,233
Come on down, Mrs. Muckle
and claim your prize,
499
00:20:33,333 --> 00:20:36,967
a brand new wave slicer jet ski.
500
00:20:37,067 --> 00:20:39,367
[humming]
501
00:20:41,700 --> 00:20:43,133
It's OK, Sam.
502
00:20:43,233 --> 00:20:44,233
There's always next year.
503
00:20:44,333 --> 00:20:45,700
Or the year after that.
504
00:20:45,800 --> 00:20:47,967
Or the next 50
years after that.
505
00:20:48,067 --> 00:20:49,800
[laughter]
506
00:20:53,133 --> 00:20:57,667
[music playing]
33342
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