1
00:00:05,472 --> 00:00:08,741
THEME SONG: Here we go, we're
   getting on the road 'til we

2
00:00:08,743 --> 00:00:10,843
   stop, and then we'll shop.

3
00:00:10,845 --> 00:00:16,782
     So one, two, three now
        baby, here we go.

4
00:00:16,784 --> 00:00:18,150
           Here we go!

5
00:00:18,152 --> 00:00:20,052
           Here we go!

6
00:00:20,054 --> 00:00:22,721
     On a mission undercover
      and we're in control.

7
00:00:22,723 --> 00:00:27,860
  Here we go, here we go, we're
        Totally Spies, so

8
00:00:27,862 --> 00:00:29,595
      get on with the show!

9
00:00:29,597 --> 00:00:33,165
       Here we go, here we
         go, here we go!

10
00:00:40,206 --> 00:00:43,976
 -So, there's three seconds left
    on the clock, and swoosh!

11
00:00:43,978 --> 00:00:45,377
     Right through the net.

12
00:00:45,379 --> 00:00:47,312
It was totally awesome, man.

13
00:00:47,314 --> 00:00:49,715
       -Zachary Williams,
        please report to

14
00:00:49,717 --> 00:00:52,017
     the principal's office.

15
00:00:52,019 --> 00:00:55,921
           [whooping]

16
00:00:55,923 --> 00:00:57,389
       -Hey, no problemo.

17
00:00:57,391 --> 00:01:00,426
 Principal probably wants to put
   a statue of me in the gym.

18
00:01:00,428 --> 00:01:07,699
           [whistling]

19
00:01:07,701 --> 00:01:08,600
               No!

20
00:01:08,602 --> 00:01:09,768
               No!

21
00:01:25,018 --> 00:01:26,552
      -Check it out, girls!

22
00:01:26,554 --> 00:01:29,354
 The first annual Beverly Hills
 Youth Spirit Awards is looking

23
00:01:29,356 --> 00:01:32,958
   for contestants who typify
 youthful enthusiasm, ambition,

24
00:01:32,960 --> 00:01:34,460
          and optimism.

25
00:01:34,462 --> 00:01:36,095
-That is so you, Sammy.

26
00:01:36,097 --> 00:01:38,197
 I wish I could be a little more
      optimistic about what

27
00:01:38,199 --> 00:01:40,165
       they're serving for
          lunch today.

28
00:01:40,167 --> 00:01:42,835
       -Fiber, riboflavin,
          and vitamins.

29
00:01:42,837 --> 00:01:47,372
 Everything developing gals need
    to grow fit and healthy!

30
00:01:47,374 --> 00:01:48,574
              -Ugh.

31
00:01:48,576 --> 00:01:49,908
      I'm starting to think
       fit and healthy is

32
00:01:49,910 --> 00:01:51,276
     overrated, Mrs. Muckle.

33
00:01:51,278 --> 00:01:53,745
   -Please tell me you're not
    thinking of entering the

34
00:01:53,747 --> 00:01:55,647
   contest that I'm gonna win.

35
00:01:55,649 --> 00:01:57,883
   -I have just as much chance
as you, Mandy.

36
00:01:57,885 --> 00:02:01,420
-FYI, this award goes to someone
        who best exhibits

37
00:02:01,422 --> 00:02:03,255
          youthfulness.

38
00:02:03,257 --> 00:02:05,757
  You're better suited to enter
      the Senior Olympics.

39
00:02:09,262 --> 00:02:10,562
         -Please, Mandy.

40
00:02:10,564 --> 00:02:13,899
     Sam's got twice as much
     youthful youth as you!

41
00:02:13,901 --> 00:02:15,334
           -Whatever.

42
00:02:15,336 --> 00:02:17,469
   I'm just trying to save her
    from total embarrassment.

43
00:02:17,471 --> 00:02:20,606
      After all, she's the
       one with gray hair.

44
00:02:20,608 --> 00:02:21,273
            -[growls]

45
00:02:21,275 --> 00:02:23,208
           Gray hair?

46
00:02:23,210 --> 00:02:25,944
     -Of course, if you get
one, you're sure to

47
00:02:25,946 --> 00:02:28,547
    get another and another.

48
00:02:28,549 --> 00:02:29,615
          -Yeah, right.

49
00:02:29,617 --> 00:02:31,150
       But I'm just gonna
        go check anyway.

50
00:02:34,888 --> 00:02:36,255
    -I guess it's not so bad.

51
00:02:36,257 --> 00:02:38,524
  Gray hair is distinguishing,
             right?

52
00:02:38,526 --> 00:02:39,291
            -Totally.

53
00:02:39,293 --> 00:02:40,159
  I mean, what's the big deal?

54
00:02:40,161 --> 00:02:42,394
    It's just one gray hair.

55
00:02:42,396 --> 00:02:44,329
        I can't believe I
         just said that.

56
00:02:44,331 --> 00:02:44,997
         -You're right.

57
00:02:44,999 --> 00:02:45,931
    I'll just get rid of it.

58
00:02:45,933 --> 00:02:47,065
        -Don't pluck it!

59
00:02:47,067 --> 00:02:48,834
       Five more will grow
          in its place!

60
00:02:48,836 --> 00:02:50,469
-I thought you said it
        was no big deal!

61
00:02:50,471 --> 00:02:52,204
    -One hair is no big deal!

62
00:02:52,206 --> 00:02:53,372
 Five is an irreversible trend.

63
00:02:53,374 --> 00:02:56,441
     -But I don't even want
         one gray hair.

64
00:02:56,443 --> 00:02:58,343
    -Oh, now see what you've
          done, Clover?

65
00:02:58,345 --> 00:03:00,946
      You'd better tell her
       about our surprise.

66
00:03:00,948 --> 00:03:01,813
           -Oh, yeah.

67
00:03:01,815 --> 00:03:03,315
     This will cheer you up.

68
00:03:03,317 --> 00:03:05,717
Front row seats to the Happy Fun
    Fellas concert on Friday

69
00:03:05,719 --> 00:03:06,552
             night.

70
00:03:06,554 --> 00:03:07,719
     -How did you get those?

71
00:03:07,721 --> 00:03:09,755
    That concert's been sold
out for weeks!

72
00:03:09,757 --> 00:03:11,256
        -Oh, it was easy.

73
00:03:11,258 --> 00:03:13,926
 The manager of the arena has a
  cousin who lives next door to

74
00:03:13,928 --> 00:03:16,061
 a guy who's best friends with a
   man who married a childhood

75
00:03:16,063 --> 00:03:17,663
     classmate of the mother
      of a guy I know from

76
00:03:17,665 --> 00:03:19,097
       the football team.

77
00:03:19,099 --> 00:03:20,933
  I just flirted with him, and
   he got the tickets for me.

78
00:03:20,935 --> 00:03:22,034
              -Wow.

79
00:03:22,036 --> 00:03:23,535
        I guess it really
        is who you know.

80
00:03:23,537 --> 00:03:25,437
   -Anyway, we can't go to the
  concert if you're going to be

81
00:03:25,439 --> 00:03:27,072
        crying about your
hair, can we?

82
00:03:27,074 --> 00:03:27,906
          -I guess not.

83
00:03:27,908 --> 00:03:30,309
         Thanks, Clover.

84
00:03:30,311 --> 00:03:34,646
           [screaming]

85
00:03:34,648 --> 00:03:37,316
    -So glad you could breeze
         through, girls.

86
00:03:37,318 --> 00:03:38,550
     -As if we had a choice.

87
00:03:38,552 --> 00:03:40,519
    -Let's cut to the chase.

88
00:03:40,521 --> 00:03:43,055
   Oceanside Middle School is
     known for its superior

89
00:03:43,057 --> 00:03:44,423
       athletic programs.

90
00:03:44,425 --> 00:03:45,891
   Their teams have won state
    championships for years.

91
00:03:45,893 --> 00:03:49,928
   But suddenly, the teams are
     losing all their games.

92
00:03:49,930 --> 00:03:51,230
              -Wow.

93
00:03:51,232 --> 00:03:51,964
    They don't look like they
could win a knitting

94
00:03:51,966 --> 00:03:53,298
          championship.

95
00:03:53,300 --> 00:03:55,567
     -I want you girls to go
   undercover and investigate

96
00:03:55,569 --> 00:03:58,704
    this strange shift in the
   student body of Oceanside.

97
00:03:58,706 --> 00:04:01,006
       Sam, you'll pose as
       a history teacher.

98
00:04:01,008 --> 00:04:02,474
  Alex, you'll be a gymnastics
             coach.

99
00:04:02,476 --> 00:04:04,743
       And Clover, you'll
        be a lunch lady.

100
00:04:04,745 --> 00:04:05,944
             -As if!

101
00:04:05,946 --> 00:04:09,314
 -I suppose you can always going
     undercover as a janitor

102
00:04:09,316 --> 00:04:11,383
   or a trigonometry teacher.

103
00:04:11,385 --> 00:04:14,052
   -On second thought, where's
my hair net?

104
00:04:14,054 --> 00:04:15,554
    -Now, on to the gadgets.

105
00:04:15,556 --> 00:04:20,225
   Hoop earring communicators,
 expandable cable bungee belts,

106
00:04:20,227 --> 00:04:23,161
  Velcro band 3D body analyzer
           wristwatch.

107
00:04:25,698 --> 00:04:27,165
         -That tickles!

108
00:04:27,167 --> 00:04:29,768
    -And finally, DNA scanner
  sunglasses, a butterfly laser

109
00:04:29,770 --> 00:04:34,573
     emitting pendant, and a
    multi-purpose army knife.

110
00:04:34,575 --> 00:04:35,507
         You never know.

111
00:04:35,509 --> 00:04:37,309
      -Jerry, how long will
         this job take?

112
00:04:37,311 --> 00:04:38,810
     We're going to a Happy
           Fun Fellas

113
00:04:38,812 --> 00:04:40,145
    concert on Friday night.

114
00:04:40,147 --> 00:04:41,913
-Well, then, I guess we'd
     better get you started

115
00:04:41,915 --> 00:04:43,181
          immediately.

116
00:04:43,183 --> 00:04:51,323
           [screaming]

117
00:04:51,325 --> 00:04:52,758
      -This is ridiculous.

118
00:04:52,760 --> 00:04:55,460
 Who'd ever believe that I could
      pass as a lunch lady?

119
00:04:55,462 --> 00:04:57,462
    -Hey, lunch lady, what's
       on the menu today?

120
00:04:57,464 --> 00:04:58,397
              -Ugh.

121
00:04:58,399 --> 00:05:00,465
            [growls]

122
00:05:00,467 --> 00:05:02,934
    -Come on, let's take our
   undercover positions before

123
00:05:02,936 --> 00:05:05,070
  the rest of the kids show up.

124
00:05:15,181 --> 00:05:16,214
           -[whistle]

125
00:05:16,216 --> 00:05:18,884
       OK, team, that was
          really slow.

126
00:05:18,886 --> 00:05:20,085
     Let's hit the showers.

127
00:05:22,922 --> 00:05:24,623
All right, everybody out.

128
00:05:24,625 --> 00:05:25,757
      -But we just started.

129
00:05:25,759 --> 00:05:28,060
    -It's not like you worked
      up a sweat out there.

130
00:05:35,935 --> 00:05:37,803
       Wow, their DNA has
          been changed.

131
00:05:37,805 --> 00:05:40,038
     It's like they have the
        genetic traits of

132
00:05:40,040 --> 00:05:42,107
      someone in their 80s.

133
00:05:44,610 --> 00:05:47,446
      -OK, class, um, today
      we're going to learn

134
00:05:47,448 --> 00:05:48,680
       about the Cold War.

135
00:05:48,682 --> 00:05:50,649
      I need a volunteer to
      be the Soviet Union.

136
00:05:50,651 --> 00:05:53,919
          [fly buzzing]

137
00:05:53,921 --> 00:05:57,122
    -OK then, I'll volunteer
            someone.

138
00:05:57,124 --> 00:05:58,657
How about you?

139
00:05:58,659 --> 00:05:59,358
          Uh, Theodore?

140
00:05:59,360 --> 00:06:01,193
         -Oh, wonderful.

141
00:06:01,195 --> 00:06:03,662
    May I say it is indeed an
    honor and a privilege to

142
00:06:03,664 --> 00:06:06,698
  participate in such a lively
 classroom endeavour, for it is

143
00:06:06,700 --> 00:06:08,133
        often said that--

144
00:06:08,135 --> 00:06:09,301
         -Bravo, you go!

145
00:06:09,303 --> 00:06:10,535
        Stand over there.

146
00:06:10,537 --> 00:06:13,071
    I'm gonna need some, um,
       satellite nations.

147
00:06:13,073 --> 00:06:14,439
              Here.

148
00:06:14,441 --> 00:06:16,708
  You be Yugoslavia, how about
     you as Czechoslovakia--

149
00:06:16,710 --> 00:06:19,478
actually, everybody come up here
    and face the blackboard.

150
00:06:19,480 --> 00:06:20,645
-But why?

151
00:06:22,849 --> 00:06:24,716
       -Because you're the
          Berlin Wall.

152
00:06:24,718 --> 00:06:28,220
 All right, everybody close your
    eyes simulate night time.

153
00:06:28,222 --> 00:06:29,254
       You too, Theodore.

154
00:06:29,256 --> 00:06:31,156
   -But I'm the Soviet Union.

155
00:06:31,158 --> 00:06:32,324
      -You're taking a nap.

156
00:06:41,501 --> 00:06:42,434
             Weird.

157
00:06:42,436 --> 00:06:44,836
       Glandular functions
          slowing down.

158
00:06:44,838 --> 00:06:46,438
  Mental alertness dangerously
              low.

159
00:06:46,440 --> 00:06:48,774
     Small contusions l all
        their foreheads.

160
00:06:48,776 --> 00:06:51,376
       Energy and vitality
          levels-- hmm.

161
00:06:51,378 --> 00:06:53,678
          Not that bad.

162
00:06:53,680 --> 00:06:57,949
OK, maybe I was wrong
           about that.

163
00:06:57,951 --> 00:06:59,151
       -What'll you have?

164
00:06:59,153 --> 00:07:00,385
        -Prunes, please.

165
00:07:00,387 --> 00:07:02,287
       -How about some ice
         cream or cake?

166
00:07:02,289 --> 00:07:04,656
      -No, I'd better stick
        with the prunes.

167
00:07:09,362 --> 00:07:10,462
         -How about you?

168
00:07:10,464 --> 00:07:12,097
      -Prunes also, please.

169
00:07:12,099 --> 00:07:15,133
  And if you have anything else
    that's easy to chew, that

170
00:07:15,135 --> 00:07:16,334
         would be great.

171
00:07:16,336 --> 00:07:17,502
         -Easy to chew?

172
00:07:17,504 --> 00:07:19,404
     You've got a head full
        of strong teeth.

173
00:07:19,406 --> 00:07:20,005
            -[laughs]

174
00:07:20,007 --> 00:07:20,639
              Yeah.

175
00:07:20,641 --> 00:07:23,041
Those are the days.

176
00:07:23,043 --> 00:07:24,409
              -Aww.

177
00:07:27,280 --> 00:07:29,614
      -OK, is it me, or are
        these kids about

178
00:07:29,616 --> 00:07:30,916
      as lively as sloths?

179
00:07:30,918 --> 00:07:32,317
             -Yeah.

180
00:07:32,319 --> 00:07:33,785
    It's like they've all had
    liposuction or something.

181
00:07:33,787 --> 00:07:36,822
    -We've got to figure out
     who's behind all this.

182
00:07:36,824 --> 00:07:38,056
           -Darn kids.

183
00:07:38,058 --> 00:07:40,225
    Leave nothing but messes
       everywhere they go.

184
00:07:40,227 --> 00:07:42,027
  Snot-nosed good for nothings.

185
00:07:42,029 --> 00:07:45,330
   -OK, I think we just found
     our number one suspect.

186
00:07:45,332 --> 00:07:45,931
              -Huh?

187
00:07:45,933 --> 00:07:46,998
              Look!

188
00:07:47,000 --> 00:07:48,800
That teacher's turning
      a kid into a zombie!

189
00:07:52,171 --> 00:07:53,505
        -Oh no you don't!

190
00:07:53,507 --> 00:07:55,574
       -What do you think
          you're doing?

191
00:07:55,576 --> 00:07:58,343
-Stopping you from stealing this
    innocent student's youth!

192
00:07:58,345 --> 00:08:01,580
   -I was only showing the lad
    that he got an A  on his

193
00:08:01,582 --> 00:08:02,514
          science test.

194
00:08:02,516 --> 00:08:05,116
   -I never got an A  before.

195
00:08:05,118 --> 00:08:08,253
  Gosh, thanks, Mrs. Killiher.

196
00:08:08,255 --> 00:08:10,789
        -We are so sorry.

197
00:08:10,791 --> 00:08:14,459
   -I don't recall seeing you
     at this school before.

198
00:08:14,461 --> 00:08:16,795
 -Um, that's because we're part
of the school district's

199
00:08:16,797 --> 00:08:19,631
 substitute gym teacher history
   teacher lunch lady program.

200
00:08:19,633 --> 00:08:20,999
            Gotta go.

201
00:08:26,205 --> 00:08:27,372
             -Yeah!

202
00:08:28,908 --> 00:08:30,275
 -Here's the copies you needed.

203
00:08:30,277 --> 00:08:31,977
 All collated and alphabetized.

204
00:08:31,979 --> 00:08:34,913
     I also got you these to
     brighten up your room.

205
00:08:34,915 --> 00:08:35,881
      -Thank you, Theodore.

206
00:08:35,883 --> 00:08:36,681
       They're beautiful.

207
00:08:36,683 --> 00:08:38,283
       You're a nice kid.

208
00:08:38,285 --> 00:08:40,318
    Why don't you go outside
            and play?

209
00:08:40,320 --> 00:08:42,387
    -I would, but my friends
         are so boring.

210
00:08:42,389 --> 00:08:45,190
  They just sit around and talk
about their aches and pains.

211
00:08:45,192 --> 00:08:47,425
  Don't you have anything else
     that needs to be done?

212
00:08:47,427 --> 00:08:50,595
 -OK, um, how about distributing
         these memos to

213
00:08:50,597 --> 00:08:52,030
       all the classrooms?

214
00:08:52,032 --> 00:08:52,731
             -Great!

215
00:08:52,733 --> 00:08:54,866
             Thanks!

216
00:08:54,868 --> 00:08:57,135
              -Huh?

217
00:08:57,137 --> 00:08:58,703
             -[gasp]

218
00:09:14,220 --> 00:09:17,455
            [scream]

219
00:09:17,457 --> 00:09:19,024
       No, please, don't!

220
00:09:26,933 --> 00:09:28,333
       -Ooh, a pep rally!

221
00:09:28,335 --> 00:09:29,801
   I love these school events!

222
00:09:29,803 --> 00:09:31,603
   They're so full of energy!

223
00:09:31,605 --> 00:09:35,473
    -Thus the term pep rally.

224
00:09:35,475 --> 00:09:36,942
  -Theodore, what's the matter?

225
00:09:36,944 --> 00:09:38,610
Guys, this is really serious.

226
00:09:38,612 --> 00:09:41,913
    Let's spread out and look
     for anyone suspicious.

227
00:09:41,915 --> 00:09:46,217
 -As you all know, this weekend
    is Oceanside Junior High

228
00:09:46,219 --> 00:09:47,919
    School's homecoming game.

229
00:09:47,921 --> 00:09:53,258
   So let's all give a rousing
   cheer to the football team.

230
00:09:53,260 --> 00:09:55,560
              -Yay.

231
00:09:55,562 --> 00:09:57,429
     -This is no pep rally.

232
00:09:57,431 --> 00:09:58,930
       It's a pep funeral.

233
00:09:58,932 --> 00:10:01,032
     -What's weirder is that
 Principal Smith doesn't notice

234
00:10:01,034 --> 00:10:02,968
    that the kids are acting
          so strangely.

235
00:10:02,970 --> 00:10:05,904
    -He either doesn't notice
or he doesn't care.

236
00:10:05,906 --> 00:10:08,873
 Maybe it's because he knows why
    they're acting that way.

237
00:10:08,875 --> 00:10:11,843
    -Let's see what Jerry can
     tell us about this guy.

238
00:10:11,845 --> 00:10:13,044
        Jerry, it's Alex.

239
00:10:13,046 --> 00:10:14,412
        Listen, we may be
         onto something.

240
00:10:14,414 --> 00:10:17,782
   Can you do some research on
      Principal John Smith?

241
00:10:17,784 --> 00:10:18,750
           -Certainly.

242
00:10:18,752 --> 00:10:20,118
          Here you go.

243
00:10:25,858 --> 00:10:28,727
     -It says that Smith was
   previously a headmaster at

244
00:10:28,729 --> 00:10:31,963
   Ravenswood Boys' School in
  England, but it seems he left

245
00:10:31,965 --> 00:10:34,199
        under mysterious
circumstances.

246
00:10:34,201 --> 00:10:36,301
    Looks like we're going on
      a field trip, girls.

247
00:10:49,982 --> 00:10:50,615
              -Wow.

248
00:10:50,617 --> 00:10:52,183
      Looks familiar, huh?

249
00:10:52,185 --> 00:10:53,818
     -Just like the students
          at oceanside.

250
00:10:53,820 --> 00:10:54,986
         [bell ringing]

251
00:10:54,988 --> 00:10:55,654
              -Hmm.

252
00:10:55,656 --> 00:10:57,122
           Lunchtime.

253
00:10:57,124 --> 00:10:59,224
  Perfect for spy mode, girls.

254
00:11:01,961 --> 00:11:03,595
             -Yeah!

255
00:11:03,597 --> 00:11:06,331
   -OK, let's see what we can
      find out about Smith.

256
00:11:09,502 --> 00:11:10,935
        -Nothing in here.

257
00:11:13,205 --> 00:11:14,372
          -What's this?

258
00:11:14,374 --> 00:11:17,242
              -Aha.

259
00:11:17,244 --> 00:11:21,446
          -[screaming]

260
00:11:21,448 --> 00:11:23,381
  -That was really unexpected.

261
00:11:29,655 --> 00:11:31,089
-Whoa.

262
00:11:31,091 --> 00:11:33,958
   If only I had a finger big
 enough to wear that on a ring.

263
00:11:33,960 --> 00:11:35,260
             -Weird.

264
00:11:35,262 --> 00:11:37,228
  This manuscript describes how
   youth can be extracted from

265
00:11:37,230 --> 00:11:38,596
         people's souls.

266
00:11:38,598 --> 00:11:41,299
      -Hey, this guy looks
        really familiar.

267
00:11:41,301 --> 00:11:42,701
      -Yeah, he looks like
        Principal Smith.

268
00:11:42,703 --> 00:11:45,603
    Except why is he in those
        ancient clothes?

269
00:11:45,605 --> 00:11:48,473
        -Because Smith is
         800 years old.

270
00:11:48,475 --> 00:11:49,941
      This is his journal.

271
00:11:49,943 --> 00:11:52,444
   There's entries dating back
to the 13th century.

272
00:11:52,446 --> 00:11:55,080
      Somehow Smith must be
       stealing youth and

273
00:11:55,082 --> 00:11:56,614
  administering it to himself.

274
00:11:56,616 --> 00:11:59,284
    And I bet that jewel has
    something to do with it.

275
00:11:59,286 --> 00:12:02,754
 -You mean Smith literally found
      a fountain of youth?

276
00:12:02,756 --> 00:12:04,055
           [screaming]

277
00:12:04,057 --> 00:12:05,390
       -It's the janitor!

278
00:12:05,392 --> 00:12:06,991
        -And the teacher!

279
00:12:06,993 --> 00:12:08,526
    -What are you doing here?

280
00:12:08,528 --> 00:12:10,628
     -The question is, what
       are you doing here?

281
00:12:10,630 --> 00:12:11,796
   -Getting rid of you brats!

282
00:12:23,709 --> 00:12:25,076
  -We can't let them get away!

283
00:12:30,649 --> 00:12:32,083
        -Where'd they go?

284
00:12:32,085 --> 00:12:35,553
-Where'd Alex go?

285
00:12:35,555 --> 00:12:36,721
             -Alex!

286
00:12:49,869 --> 00:12:50,401
             -Sammy!

287
00:12:50,403 --> 00:12:51,669
           [screaming]

288
00:13:03,082 --> 00:13:04,649
        -Where could they
        have taken Alex?

289
00:13:04,651 --> 00:13:06,484
             -Look!

290
00:13:06,486 --> 00:13:07,285
              Alex!

291
00:13:07,287 --> 00:13:08,186
       Are you all right?

292
00:13:12,525 --> 00:13:13,992
 -They've drained her of youth!

293
00:13:13,994 --> 00:13:15,360
          -Follow her.

294
00:13:22,067 --> 00:13:22,867
       -Where did she go?

295
00:13:22,869 --> 00:13:23,768
            -[scream]

296
00:13:23,770 --> 00:13:25,470
        -Now we got you.

297
00:13:32,178 --> 00:13:33,344
        -I don't get it.

298
00:13:33,346 --> 00:13:35,513
    Why are you doing Smith's
           dirty work?

299
00:13:35,515 --> 00:13:37,382
        -Give up, girls.

300
00:13:37,384 --> 00:13:39,317
       There's no escape.

301
00:13:39,319 --> 00:13:41,653
I'm not sure how you discovered
            my little

302
00:13:41,655 --> 00:13:45,390
   enterprise, but you've made
       a terrible mistake.

303
00:13:45,392 --> 00:13:47,058
    -We know you're stealing
       these kids' youth.

304
00:13:47,060 --> 00:13:49,861
       You will never get
          away with it.

305
00:13:49,863 --> 00:13:50,929
        -On the contrary.

306
00:13:50,931 --> 00:13:53,131
      I have for centuries.

307
00:13:53,133 --> 00:13:57,235
  And this last big score will
  provide me with enough youth

308
00:13:57,237 --> 00:13:59,771
     to give me immortality.

309
00:13:59,773 --> 00:14:02,340
       -What do you mean,
         last big score?

310
00:14:02,342 --> 00:14:05,977
      -I mean the Happy Fun
         Fellas concert.

311
00:14:05,979 --> 00:14:07,512
-You wouldn't dare!

312
00:14:07,514 --> 00:14:09,581
 -If you touch a single hair on
  their precious heads, I swear

313
00:14:09,583 --> 00:14:13,985
  I'll open a heavy duty can of
 whoop brand butt whoop on you!

314
00:14:13,987 --> 00:14:16,321
  -And miss one of the largest
          gatherings of

315
00:14:16,323 --> 00:14:18,022
     young people in years?

316
00:14:18,024 --> 00:14:19,057
            [laughs]

317
00:14:19,059 --> 00:14:20,458
          I think not.

318
00:14:20,460 --> 00:14:23,962
       Soon all that youth
          will be mine.

319
00:14:28,868 --> 00:14:30,235
       -Open the windows.

320
00:14:34,139 --> 00:14:37,108
      The jewel of Sumatra.

321
00:14:37,110 --> 00:14:38,176
           Quite rare.

322
00:14:38,178 --> 00:14:41,980
    Only three in the world,
      and I have them all.

323
00:14:41,982 --> 00:14:45,617
When the sun strikes it, its
   rays will disperse and pass

324
00:14:45,619 --> 00:14:52,690
    through you, taking your
      youth along with it.

325
00:14:52,692 --> 00:14:55,126
 -We gotta get loose before that
     jewel turns our brains

326
00:14:55,128 --> 00:14:57,161
          into oatmeal.

327
00:14:57,163 --> 00:14:58,930
    Can't get my hands free.

328
00:14:58,932 --> 00:15:00,064
         -This is awful.

329
00:15:00,066 --> 00:15:02,333
    I am too young to be old.

330
00:15:02,335 --> 00:15:04,269
        OK, try swinging
         back and forth.

331
00:15:04,271 --> 00:15:05,637
  Maybe I can untie your hands.

332
00:15:08,507 --> 00:15:10,108
       -OK, I've got you.

333
00:15:10,110 --> 00:15:13,845
       Now if we can just
         cut your rope.

334
00:15:13,847 --> 00:15:16,581
-Hurry up, Sam, the sun's almost
hitting the jewel!

335
00:15:16,583 --> 00:15:18,283
       -I'm doing my best!

336
00:15:18,285 --> 00:15:18,950
             -Alex!

337
00:15:18,952 --> 00:15:20,151
    Can you give Sam a hand?

338
00:15:20,153 --> 00:15:21,719
    -OK, right after my nap.

339
00:15:24,456 --> 00:15:27,225
         -Alex, wake up!

340
00:15:27,227 --> 00:15:30,828
            [scream]

341
00:15:30,830 --> 00:15:35,900
 OK, somebody's gonna have to go
    lighter on the ice cream.

342
00:15:35,902 --> 00:15:37,235
           Um, Clover?

343
00:15:37,237 --> 00:15:38,303
             -What?

344
00:15:38,305 --> 00:15:39,537
       -You might want to
        close your eyes.

345
00:15:39,539 --> 00:15:40,471
              -Why?

346
00:15:40,473 --> 00:15:42,707
          -[screaming]

347
00:15:42,709 --> 00:15:46,010
        -That went well.

348
00:15:46,012 --> 00:15:50,682
 -Come on, we gotta get to that
  concert before it's too late.

349
00:15:50,684 --> 00:15:56,054
[cheering]

350
00:15:56,056 --> 00:15:57,388
      -Hey, Beverly Hills!

351
00:15:57,390 --> 00:15:59,257
     Are you ready to rock?

352
00:15:59,259 --> 00:16:04,929
         [music playing]

353
00:16:04,931 --> 00:16:05,730
     -He could be anywhere.

354
00:16:05,732 --> 00:16:06,898
        Let's spread out.

355
00:16:06,900 --> 00:16:07,765
             -Right.

356
00:16:07,767 --> 00:16:09,200
      I'll check backstage.

357
00:16:09,202 --> 00:16:12,870
  Alex, why don't you just sit
    here and enjoy the music.

358
00:16:15,841 --> 00:16:17,075
               Um.

359
00:16:17,077 --> 00:16:18,376
             -Whoa.

360
00:16:18,378 --> 00:16:19,844
       Where do you think
          you're going?

361
00:16:19,846 --> 00:16:21,846
    -I have to get back there
       and save the world.

362
00:16:21,848 --> 00:16:24,582
-I've heard some good ones in my
   day, but nobody ever pulled

363
00:16:24,584 --> 00:16:25,350
that one on me.

364
00:16:25,352 --> 00:16:26,217
       -But you have got--

365
00:16:26,219 --> 00:16:27,752
      -Back you go, Missy.

366
00:16:34,593 --> 00:16:36,527
       -Clover, I see him.

367
00:16:39,164 --> 00:16:42,767
 -Once the circuit is connected,
        the final assault

368
00:16:42,769 --> 00:16:43,167
           will begin.

369
00:16:43,169 --> 00:16:45,036
             Hurry.

370
00:16:45,038 --> 00:16:47,605
   -This oughta slow him down.

371
00:16:50,776 --> 00:16:52,110
     -How did she get loose?

372
00:16:52,112 --> 00:16:56,114
    Guess I'll have to finish
         her off myself.

373
00:16:56,116 --> 00:16:56,881
             -Whoa!

374
00:16:56,883 --> 00:16:58,216
       Give it up, Smith.

375
00:16:58,218 --> 00:17:00,685
       You will never get
         away with this.

376
00:17:00,687 --> 00:17:02,553
  -On the contrary, young lady.

377
00:17:02,555 --> 00:17:05,790
         I already have.

378
00:17:05,792 --> 00:17:07,959
-Hey, this isn't
         in the script.

379
00:17:13,065 --> 00:17:14,032
             -[gasp]

380
00:17:14,034 --> 00:17:15,533
              -Yes!

381
00:17:15,535 --> 00:17:16,367
           That's it!

382
00:17:16,369 --> 00:17:19,137
        Give me all your
         precious youth!

383
00:17:24,109 --> 00:17:24,709
              -Huh.

384
00:17:24,711 --> 00:17:28,246
       Hey, I wonder if--

385
00:17:28,248 --> 00:17:29,747
              -Hey!

386
00:17:29,749 --> 00:17:30,381
             -Sorry.

387
00:17:30,383 --> 00:17:32,016
       I love your music.

388
00:17:34,686 --> 00:17:35,853
           -Stop her!

389
00:17:40,592 --> 00:17:41,959
             -Whoa!

390
00:17:45,264 --> 00:17:49,100
    -You could have at least
         fallen on her!

391
00:17:49,102 --> 00:17:52,837
       -Where do you think
          you're going?

392
00:17:52,839 --> 00:17:54,005
        -Class dismissed.

393
00:17:57,242 --> 00:17:58,643
         -Out of my way.

394
00:18:09,154 --> 00:18:11,422
-[gasp]

395
00:18:11,424 --> 00:18:12,790
              Whoa!

396
00:18:15,761 --> 00:18:16,527
            [scream]

397
00:18:16,529 --> 00:18:17,795
   -Don't even think about it.

398
00:18:17,797 --> 00:18:19,163
       Your youth sucking
         ways are over.

399
00:18:22,868 --> 00:18:24,769
      -Not so fast, Smith.

400
00:18:24,771 --> 00:18:26,137
              -No!

401
00:18:31,410 --> 00:18:34,545
   -Was that part of our show?

402
00:18:34,547 --> 00:18:37,248
             -[gasp]

403
00:18:37,250 --> 00:18:38,616
          That's weird.

404
00:18:42,020 --> 00:18:44,322
        -Hey, I feel like
          myself again.

405
00:18:44,324 --> 00:18:45,790
   -And not a second too soon.

406
00:18:45,792 --> 00:18:47,825
  I was starting to worry that
   we'd have to put you into a

407
00:18:47,827 --> 00:18:49,193
        retirement home.

408
00:18:51,396 --> 00:18:52,096
       -Nice work, girls.

409
00:18:52,098 --> 00:18:53,631
What happened to Smith?

410
00:18:53,633 --> 00:18:55,066
    -We're not exactly sure.

411
00:18:55,068 --> 00:18:58,236
   This is all he left behind?

412
00:18:58,238 --> 00:18:59,337
              -Odd.

413
00:18:59,339 --> 00:19:01,038
        I hope we've seen
        the last of him.

414
00:19:01,040 --> 00:19:03,441
      -For his sake, I hope
          we have, too.

415
00:19:03,443 --> 00:19:05,643
      -OK, girls, I've been
        old long enough.

416
00:19:05,645 --> 00:19:06,377
          Let's dance.

417
00:19:06,379 --> 00:19:12,617
         [music playing]

418
00:19:12,619 --> 00:19:15,553
 -Go Jerry, go Jerry, go Jerry!

419
00:19:23,428 --> 00:19:25,163
 -I'm so glad that's over with.

420
00:19:25,165 --> 00:19:28,933
-Yeah, no offense, Alex, but you
   didn't age too gracefully.

421
00:19:28,935 --> 00:19:31,669
     -Speaking of not aging
gracefully, I guess I should

422
00:19:31,671 --> 00:19:33,704
     withdraw from the Youth
       Spirit Competition.

423
00:19:33,706 --> 00:19:36,140
    Who'd vote for a teenager
        with a gray hair?

424
00:19:36,142 --> 00:19:37,074
         -Wait a second.

425
00:19:37,076 --> 00:19:38,943
     Your gray hair is gone.

426
00:19:38,945 --> 00:19:41,345
       -I told you not to
         pluck it, Sam!

427
00:19:41,347 --> 00:19:42,013
           -I didn't!

428
00:19:42,015 --> 00:19:43,447
     But I did wash my hair.

429
00:19:43,449 --> 00:19:45,082
        Oh, I am so lame.

430
00:19:45,084 --> 00:19:46,250
              Duh!

431
00:19:46,252 --> 00:19:48,886
 I was working on an art project
        using gray paint!

432
00:19:48,888 --> 00:19:51,489
     I'm not getting old and
    decrepit, I'm just messy!

433
00:19:51,491 --> 00:19:53,090
-Put a sock in it!

434
00:19:53,092 --> 00:19:55,760
  They're just about to name me
   winner of the competition.

435
00:19:55,762 --> 00:20:00,965
   -And the Youth Spirit Award
      goes to Mrs. Muckle!

436
00:20:00,967 --> 00:20:02,333
          -Mrs. Muckle?

437
00:20:05,504 --> 00:20:07,004
              -Ugh!

438
00:20:07,006 --> 00:20:10,741
  -Mrs. Muckle has 50 years of
  volunteer work, leadership in

439
00:20:10,743 --> 00:20:13,110
 the orphanage's annual trip to
   Europe, a series of gourmet

440
00:20:13,112 --> 00:20:17,081
 cookbooks with all the profits
 donated to help build that new

441
00:20:17,083 --> 00:20:18,549
          kindergarten.

442
00:20:18,551 --> 00:20:20,017
 -Congratulations, Mrs. Muckle.

443
00:20:20,019 --> 00:20:21,419
       You deserve to win.

444
00:20:21,421 --> 00:20:26,591
-It's not how old you are, it's
     how you are being old!

445
00:20:26,593 --> 00:20:30,528
   -Come on down, Mrs. Muckle,
     and claim your prize--

446
00:20:30,530 --> 00:20:33,064
        a brand new Wave
         Slicer jet ski!

447
00:20:38,337 --> 00:20:39,904
         -It's OK, Sam.

448
00:20:39,906 --> 00:20:41,205
    There's always next year.

449
00:20:41,207 --> 00:20:42,506
    -Or the year after that.

450
00:20:42,508 --> 00:20:44,875
      -Or the next 50 years
           after that.

451
00:20:44,877 --> 00:20:48,279
           -[laughing]

452
00:20:49,948 --> 00:21:00,057
           (theme music)

453
00:21:00,059 --> 00:21:19,043
           (theme music)


