6:15 A.M. – Malibu University, Nick and May's Dormitory

May opened her eyes and saw that the sun was still attempting to rise over the horizon. She turned over in bed to behold the sleeping face of her boyfriend.

He's so cute when he's snoring like that, May thought, leaning over to kiss Nick on the cheek. Naturally, this caused him to wake up.

"Another early wake-up call, huh?" Nick quipped.

"Hey, it's finally Spring Break, so that means I can sleep in as long as I want," May giggled. "Usually."

"Well, as long as we're both up, how about we head to the café and get something for breakfast?" Nick offered.

"Yeah, and let's hurry this time, huh?" May teased. "I was this close to going off on that one jerk who took all of the damn waffles. I mean, who does that?!"

"That jerk, apparently," Nick replied.

After getting dressed for the day, Nick and May headed off to the café, hopefully in time to get some actual waffles this time around.

As they crossed through the hallways, May reached out to hold Nick's hand, feeling an immense surge of warmth spreading through her when he squeezed back.

She still couldn't believe it, even after all this time. Yeah, she says that a lot, but that's because it felt so surreal to her. The spies even admitted way back when that it might have been weird in any other situation than what had happened.

May looked up at Nick and couldn't help but smile.

"I love you, Nick."

"I love you, too, May."


(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 41: Pretty Fly For a Fly Guy
Story Rated: T for Teen
Story Created: August 2nd, 2021

Story Summary: The fifty-third co-op project between Mat49324 and The Blue Time Ranger, and episode forty-one of our mission-based series Totally Spies: The New Adventures. Spring Break has arrived once again, but trouble once again rears its ugly head when multiple people in Beverly Hills begin transforming into strange bug-hybrid creatures, no doubt the work of old foe Max Exterminus. It's up to the spies to exterminate the mad bug man and his nefarious plot, but even more trouble arises when May gets captured by Exterminus and is given a dose of his transformation serum. Though not a complete transformation, now May is terrified that if she completely turns into a bug person, Nick won't love her anymore...

Author's Note from Mat49324: As we prepare episode 41 (episode 2 of our 4th season) of The New Adventures, we're already in the Spring Break portion of the semester at Mali-U. If you get the feeling that this may be pretty early, welcome to the club. Our timeline had our S3 finale around January 2008 (hence the Anaheim 1 Supercross opener), and our movie (Rift Apart) in February 2008. So, if you do the math, the timeline would be March because Spring Break always happens in March in reality. Anyway, we hope you enjoyed the S4 opener, Luck Be a Lady Tonight, and hopefully the ending might've taken you by surprise. For now, here's The Blue Time Ranger for anything he'd like to say.

Author's Note from The Blue Time Ranger: We're still rolling onwards with season four of The New Adventures, and today's adventure features the return of another one-shot villain who hasn't been seen in a while! I don't have much else to say other than 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 created by us truly for the story (in this case, Nick, Haruka, Bridget, May, Nozomi, Dawn, and Melissa on my side, and Mathew on his side). 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: Creepy Capers

9:15 A.M. – Malibu University, the Spies' Penthouse

"So some guy really took all of the waffles that one time?" Blaine asked as Nick and May walked into the penthouse. "Sounds like a trip."

"May's a bit of a waffle fiend, to be honest," Nick answered.

"Blame Ami and her incredible chocolate-chip waffle recipe for that one," May laughed as she sat down next to Nick at a nearby table, flipped open her laptop, and began surfing the internet for stuff to do.

Deciding to finally sate his curiosity, Blaine walked up to Nick and May.

"So, um... May, I have a question," Blaine asked.

"Shoot," May replied.

"I've been wondering something for a while, ever since I joined all of you on your team," Blaine quipped. "I know your situation with you, Nick, and Alex, and that everyone's okay with it, but... I don't exactly know how it happened, since no one's ever really elaborated on that."

May turned around to face Blaine before telling her story.

"I don't know if you knew this, Blaine, but... I used to have a crush on this guy named Johnny," May explained. "He was basically the 'captain' of the Jellyfish Pirates, my circle of friends back home in Tachikawa. We all went on a mission there a while back when parents started disappearing, and mine were among the missing. Despite having Mrs. Quivers to deal with when it came to the disappearances, we also had to face this whackjob of an 'assassin'. Just when we thought we'd solved the case... she killed Johnny right in front of me."

Blaine had heard that May had lost someone she really cared about a while back, but he had no idea it had been her first crush.

"Yeah, Blaine, I was devastated," May responded. "But Nick was there for me. He helped me through the grief, and... well, that's really when I ended up falling in love with him. But I was still worried about how Alex would react, and my fears almost came true a few missions later, but..."

May smiled at the memory. "Thankfully, everyone was completely understanding, and Alex was only shocked because she was the last to find out. I, on the other hand... I wasn't in the best state of mind because of my own fears, so I kinda freaked out because I misunderstood what Alex was thinking. But we did resolve everything after we whipped Violet and her giant Biollante (long story), and then I talked with Alex, and... I've been going steady with Nick ever since."

"I can imagine you were a bit worried after Klee dropped that bombshell about her parents," Blaine admitted.

"I'll admit, I was, but Nick quashed those worries fast," May quipped. "I know I keep harping on and on about surreal this is, but that's exactly how I feel. But my time with Nick has been magical, Blaine, and I wouldn't trade it for anything in this entire multiverse."

"I'm just glad you were able to follow your heart, May," Blaine answered. "Don't ever let Nick go, got it?"

"Oh, you know it," May giggled, leaning over to hug Nick...

...that is, until he flew upwards to project a psychic bubble around the three of them to defend them from something that flew through the air and tried to attack them.

"All right, who's the wise guy who ruined our moment?!" May exclaimed.

The culprit turned out to be a large man who, for some inexplicable reason, had bee-like eyes, bee wings, and a large and pointy stinger.

"W-what in the hell?!" May gasped.

"Oh, screw all of this," Nick growled as the bee man attempted to run him through with his stinger. Nick dodged to the left and blasted the man away with a Final Shine Attack, which thankfully caused him to retreat, flying into the sky and away from Mali-U. "I don't need any more nightmare fuel after that kaiju movie marathon, thank you very much."

"Okay, I've gotta ask," Blaine stated. "WHAT THE HELL WAS THAT?! That guy looked like he got turned into a mutant bee or something!"

At the words "mutant bee", something clicked in Nick's mind.

And it seemed that Jerry had figured it out as well, because his personal helicopter was landing near the penthouse, with the rest of the spies already inside.

"Let me guess, attack of the creepy crawlies for you guys, too?" May asked.

"You have no idea, May," Clover shuddered.

"Well, we'd better get some industrial-strength bug spray, because I have a pretty good idea who's behind this one," Nick quipped as he, May, and Blaine jumped into the chopper as it took off for downtown Beverly Hills.

Of course, RiCO waved her hands to change the viewscreen to a mugshot of Max Exterminus, an old villain of the spies who had mutated himself with insect DNA, and had even done the same to Alex in an attempt to make her his queen and rule over a world of insects and other creepy crawlies.

"Ugh, he looks like he smells like turbo-barf," Nozomi gagged.

"Just keep his cockroach hands away from me at all costs and we'll be good," Alex proclaimed.

"There have been more sightings of human-bug hybrids in the downtown area, so we figured that would be the best place for you to start investigating," Jerry stated.

"Your gadgets are on the table, spies," RiCO proclaimed. "Now go out there and make with the swatting!"

"Oh, we'll be doing more than swatting, RiCO," May laughed, preparing her anchor for a smackdown.

"You show him, May!" Nick exclaimed.

"If I have to put up with him being his 'queen' again like how Sam has to put up with Tim Scam, I'll scream!" Alex proclaimed.

"Plus I wanted to spend Spring Break with nothing but rest and relaxation, too!" Melissa chastised.

"We'll have our chance," Britney quipped.

On the side, Mat was troubled by something; the only one who knew was Sam. Mat was able to keep it to himself because his reasoning wasn't as heartbreaking as before.

"Let's go get this bug exterminated!" Clover proclaimed.

10:12 A.M. – Downtown Beverly Hills

"Where are ya, Bug Boy?!" Bridget shouted, almost like she were hunting for a bloodthirsty shark.

Thankfully, there weren't very many people around who would think Bridget was weird or anything.

Another bee mutant appeared behind Nozomi, unknown to her, and attempted to get her, but Nick looked behind and caught sight of the mutant with enough time to give a quick warning to Nozomi.

"Get away!" Nozomi gasped as she threw the Net Throwing Extendable Rod Mascara, trapping the bee mutant where it was.

"Okay, this is way too whacked up!" Sam chastised as she got a look at the bee mutant.

"It looks like some worker bee since it's all black," Haruka observed. "But worker bees don't sting you..."

"That's an anomaly there," Dawn replied.

"As if turning Alex into a roach was bad..." Clover chastised.

"Totally!" Alex gagged.

Blaine and Mat looked around for more mutants, or even Max Exterminus himself.

Sam, however, noticed some liquid on the ground that was coming through the net encasing the bee mutant who was still struggling to get free.

"Eww, Sam, don't get too close!" Clover warned.

"I need to get a sample of this liquid to Jerry," Sam explained. "Hopefully that'll give us some answers."

She successfully used her glove to pick up some of the said liquid to scan on her X-Powder over to Jerry.

"I guess we wait until we hear from Jerry then," Mat stated. "How ironic the mutant's a bee though..."

"Ironic?" Melissa wondered.

"I remember Ricky Carmichael got stung by a bee in the first moto at Washougal 2003," Mat answered.

"Oof, that's gotta suck," Nozomi quipped.

"I'm just glad I'm not allergic to bees," Nick stated. "Didn't make my younger self any less afraid of them, though..."

The spies looked on to see Max Exterminus back with a sinister look on his face, not minding the spy team had jumped up to thirteen.

"So, the sick enemy's chosen to show his ugly face to us again!" Alex growled.

"Sadly, I've no interest for you anymore," Max Exterminus sneered at Alex.

He then aimed for the spies, specifically Melissa.

"Looking at you is enough to make me SICKER!" Mat growled as he stepped up to defend Melissa's safety and well-being.

Some of the spies were surprised to see Mat stepping up again, especially by himself.

On the sidelines, Sam appeared to be hopeful that Mat wasn't bothered by his supposed adversity. That was when Max Exterminus summoned more bee mutants to take on the spies.

"So, he called on the cavalry..." Nick growled. "BRING 'EM ON!"

"I hope this defeat stings for you, spies," Exterminus cackled.

"Ugh, and now he's making puns?!" May growled, whipping out her anchor. "That's it, I'm coming to swat you personally!"

As two of the bee mutants approached May, she simply spun her anchor around her to knock them away before leaping to swipe at Exterminus himself.

Despite swiftly dodging the strikes, May kept attacking until she managed to catch Exterminus off guard and send him crashing down the road.

"I'm in no mood for mutant bees today, roach boy," May proclaimed.

"Then how about we try something different?" Exterminus laughed, snapping his fingers to summon two hybrids that looked like a cross between a human and a beetle.

"How about no thank you?!" Alex shouted, leaping upwards to kick the beetle mutants away before ducking under the strike of another one.

Meanwhile, another bee mutant had made its way behind Melissa, unknown to her, and attempted to stab her through the back.

Mat was over there in a flash, pushing Melissa away from the bee mutant as it struck, only to take the strike himself. Thankfully, the stinger only grazed Mat's shoulder and left a small scratch, nothing major.

"Holy crapbaskets, Mat, you okay?!" Melissa gasped as she jumped back to her feet to help Mat up.

"Yeah, just got grazed," Mat replied. "I'll be fine. I'm pretty sure I won't be turning into one of them because of that, though, since bug boy here has to use his own serum to transform people."

"That's definitely a relief," Melissa giggled before adopting a serious expression and turning back to Exterminus, aiming a Cyclone Blast Hairdryer for him. "You've got some nerve, roach creep! You want a taste of tornado?!"

"Like I'd be scared of a little wind," Exterminus laughed.

"Then how about you be scared of this?!" Nick shouted, clenching his fists and allowing his psychic aura to burst to life around him, surrounding his body in a golden glow. Nick definitely took some delight in the fact that Exterminus looked shocked, as if he hadn't known he could do this.

Three more bee mutants rushed Nick, but he simply unleashed a psychic pulse to blow them all back before spinning around to blast a beetle mutant with a Final Shine Attack.

As the beetle mutant crashed to the ground, Sam noticed something strange about the spot on his chest where Nick's Final Shine Attack had struck. That spot was leaking an odd, glowing-green liquid.

"Oh, I'm definitely gonna barf now," Alex gagged.

"...does that liquid look familiar to anyone else?" Mat wondered.

"Let me take a sample of it for Jerry and RiCO to analyze," Sam answered. "Maybe it's connected to that other liquid I found before..."

To the spies' surprise, Exterminus turned towards a seemingly empty alleyway, his exasperation obvious.

"You didn't tell me the boy could do all of these fancy glowing tricks!" Exterminus shouted to whoever was waiting in the shadows.

Nick's attention was immediately on the alleyway when he heard the next voice.

"Sometimes a surprise is worth the expression you see on people's faces," the owner of the voice laughed.

"Oh, dear lord, not you again," Nick snarled when who else but Professor Genesis stepped out from the shadows.

"Nice to see you, too, boy," Professor Genesis replied sarcastically.

"When are you going to brick this into your skull, Genesis?!" Nick shot back. "I am sick and tired of even looking at you after what you've done!"

"I just felt like assisting a fellow user of genetic science," Professor Genesis stated, as if he chose to ignore Nick. "His bug mutation serums are very interesting, so I proposed a bit of a collaboration, and he readily agreed to it."

"By combining our skills, we plan to turn everyone in this wretched city into hybrid creatures," Exterminus cackled. "And from there, we plan to spread out to eventually cover the rest of this unworthy world!"

"Let me guess, this is an extension of that Zero Requiem plan that we scuttled so long ago?" Haruka proclaimed.

"Precisely," Professor Genesis laughed.

"Well, so sorry for you, but I'm not letting you get even close to that crazy scheme!" Nick shouted. "So how about you both get ready for some pain?!"

"Make that double for me!" May proclaimed, brandishing her anchor. "I owe you some lumps for what you did with Ami, after all."

"That won't be happening this time," Professor Genesis proclaimed. "Just accept it."

Exterminus flew towards Nick to strike at him, but before Nick could retaliate, someone leaped over him and planted her foot into Exterminus' face, forcing the roach man to retreat.

"Did somebody call for a combat instructor?" Sortiliena proclaimed. "Hehehe, I've always wanted to say that."

"Just in time, Sortiliena!" Bridget responded.

"Ew, we've got a bug man and a creepy scientist this time, huh?" Sortiliena quipped. "Talk about a disgusting combination."

"Alas, we have no more time to deal with the likes of you for the moment," Exterminus proclaimed. "We have more pressing matters to attend to back at the hive."

"Ta-ta for now," Professor Genesis laughed as Exterminus picked him up and they both flew off towards the center of the city.

"Why do they always do that?" Sortiliena wondered.

"Might I direct you to rules for villains, number twenty-one?" Haruka quipped.

"...there are rules for villains?" Sortiliena wondered.

"Oh-ho, do I have something to run down with you when this is all over," Haruka giggled.

"We'll discuss the rules later," Britney responded after checking on Mat to make sure he was okay. "Let's follow those two creep-a-zoids and see if we can figure out what else they might be up to."

"Sounds like a plan to me," Nick proclaimed. "Let's move out, everybody!"

"Never thought we'd see Professor Genesis again," Haruka chastised as the spies moved out.

Nick caught a look at Mat, who still looked pretty disturbed by whatever it was. He had a hunch it might've been related to Mat's Supercross season, but he kept it to himself for the time being.

"It'd be nice if we knew where to look," Clover commented.

"We should be close by," Sam told the others. "There's that same liquid I found earlier."

A trail led up ahead of them. As Sam deduced, that was the same liquid she found from the bee mutant that was under the Net Throwing Extendable Rod Mascara.

"Uh, guys," Mat told the others.

"No time to stall, Mat," Clover told him. "We got two wacko villains to catch!"

"Are you sure there are only two?" Mat asked. "Because I think that same bee mutant you caught managed to get free..."

That got Clover's attention; the remaining spies looked to see that same bee mutant viciously facing the spy team down.

"Uh, good call, Mat," Clover groaned. "I take back what I said then..."

"He probably used his stinger to make a hole in the net," Bridget deduced.

"Nonetheless, this ugly thing's mine!" Mat proclaimed.

The rest of the team was pretty surprised that Mat went alone this time around.

"First time I've seen that since Psykos," Britney commented, slightly worried.

The bee mutant in question suddenly bum-rushed Mat, only for him to jump backwards and dodge the attack.

"Nice try, buggy," Mat stated as he weaved through the bee mutant's attempts to sting him before eventually jumping onto the bee mutant as it flew past him.

"Ride 'em, cowboy!" May exclaimed.

Eventually, Mat was able to wrangle the bee mutant back to the ground before slamming it into the ground and leaving it wide open for Nick.

"I got the end of this," Nick proclaimed as he gave a psychic shot to the bee mutant, sending it backwards and completely missing Mat.

As a result, the bee mutant took to the sky and flew away from them.

"That'll teach ya!" May exclaimed.

"No idea what got into Mat, but that was pretty impressive," Blaine commented.

"I think I know..." Nick stated and approached Mat. "Dude, what's troubling you? I think I have a pretty good idea what it might be..."

Everybody else looked on.

"Is it your Supercross series again?" Nick wondered.

Mat sighed and nodded.

"Daytona broke my heart," Mat told the others.

Sam was the only one who wasn't surprised.

"I figured," Nick stated.

"What happened?" Haruka wondered.

"Chad Reed lost a sure one, I bet," May deduced.

"That's only the tip of the iceberg," Mat explained. "Daytona got turned into a major mudfest and Reed's bike overheated with 3 turns to go and a 66-second lead on the last lap."

"Oof, that's gotta suck," May quipped.

"Those mudfests are usually the ones that turn into disasters quickly," Nozomi stated.

"That has to sting for the series," Melissa replied.

"Well, that's the only silver lining," Mat answered. "Reed's still good in the points, but he was credited with a 6th place finish, but now, it's 7th because he was docked a position for gaining a position upon re-entering the track... more salt in the wounds unfortunately."

"Honestly, I don't think I'd be reacting any differently if I were in your shoes," Alex replied.

"To add to that, the newest up-and-coming 450cc rider, Ryan Villopoto has yet to win a race in the Lites East series, too," Mat added. "So far, it's been the rookie, Trey Canard who's won all 3 races in the East series so far; Villopoto, the odds-on favorite, has gone 22-2-2."

"Ouch," Dawn remarked.

"What about the West?" Bridget wondered. "Did that finish up already?"

"No, there's one more event – Seattle," Mat answered. "But the guy I picked for the title – Ryan Dungey – is down by 6 points to Yamaha of Troy's Jason Lawrence after 3 bad races; the last race at Houston wasn't much help – Lawrence got 2nd and Dungey crashed twice and finished 4th."

"Oof," Bridget stated.

"Major oof," Melissa quipped.

Like clockwork, Sam's X-Powder went off as the spies followed the liquid path.

"Hello, spies," Jerry greeted.

"Jerry, what do you got?" Sam wondered.

"RiCO and I have determined both liquids you found, Sam," Jerry quipped.

"Well, let's hear it..." Nozomi replied.

"The first liquid is a baseline version of Max Exterminus' bug transformation serum," RiCO explained. "And the green stuff you probably already know, since it's basically Professor Genesis' mutation serum."

"No surprises there," Nick sighed.

"He said something about a 'hive', too," Alex quipped. "You think that's where they're hiding out?"

"It's worth a shot," Sam stated. "Let's go and find that hive!"

Nick took to the sky to do some aerial reconnaissance, only to easily notice the large insect hive that had been built over the top of a nearby tower.

"Welp," Nick quipped. "That was easier than I thought, honestly."

"Oh, yeah, I definitely see it now," Clover proclaimed. "Hard to miss."

"Let's go and do some exterminating of our own, then," Haruka stated.

11:12 A.M. – Beverly Hills – "The Hive"

"Okay, this is beyond disturbing," Britney proclaimed once the spies had reached the "hive" where Exterminus and Genesis claimed was their secret base.

"Tell me about it," Nick replied. "Reminds me of that one house back in Tachikawa that was being torn down, and the construction people found, of all things, a freakin' hornet's nest hidden deep in the walls..."

"Poor Mira hates bugs, so you can imagine she stayed far away from that house until the nest was confirmed gone," May responded. "Talk about something out of your darkest nightmares..."

"Well, shall we head inside and see what we can find?" Blaine stated.

Nick did the honors by blasting a hole in the outer shell with a Final Shine Attack, allowing the spies access to the hive.

And it wasn't any prettier on the inside, with multiple different honeycombs holding either more mutants that were in the process of transforming, or batches of the mutation serums that both baddies had created.

"I think I'm gonna barf," Sortiliena admitted.

"Okay, good, so it's not just me," Alex chuckled.

"This is seriously messed up," Dawn proclaimed. "And I know I say that about a lot of villain schemes, but this is a serious contender for the cake!"

"I'm willing to bet that this wouldn't have been anywhere near as retch-inducing a plan if Professor Genesis hadn't been involved," Nick stated. "That guy is sick to his core."

"Looking at this place, I'd definitely believe that," Sortiliena quipped.

"All discussions aside, I think we need to hustle if we're going to find those dastardly baddies," Sam proclaimed.

"Oh, but we can make a house call if you want."

All eyes moved to spot Professor Genesis and Max Exterminus emerging from a nearby area, still wearing those magnificently smug looks on their face.

"I'd rather you not," Mat quipped. "Because I am seriously in no mood for your shenanigans."

"I don't know why you're fighting this, you spies," Exterminus proclaimed. "Insects are the dominant species, destined to rule this diseased rock once humanity destroys itself. You're merely prolonging the inevitable by continuing to resist me, you know."

"Well, we still have annoyingly long lives to live, so there's that," Clover retorted. "Now just come along quietly so we can hand out your lumps."

"I'm afraid there's no time for that, you wretches," Professor Genesis laughed. "Now, if you would kindly let us get back to our work unopposed..."

Nick's response was to fire a flurry of psychic bolts to make Genesis "dance".

"Does that answer your question, freak show?!" Nick growled.

Exterminus snapped his fingers and summoned a trio of bee mutants to his side, which floated there to await their master's orders.

"I wish we didn't have to do this the hard way, spies, but it is what it is," Exterminus laughed.

"Oh, stop it, you're not sorry," Bridget retorted. "Sonic Mode, online!"

The three bee mutants lunged forward to attack, but Bridget was much faster on the draw, easily sending all three mutants crashing to the ground with a lightning-fast flying kick.

"You wanna keep running your mouth now?!" Bridget taunted.

"And I'm only going to say this once, so listen and listen good," Alex proclaimed. "I've already got someone I love very much, so there is no way in hell that I'm going to be your 'queen', roach boy! And that is final!"

To the spies' surprise, Exterminus just smiled.

"That's fine by me," Exterminus responded. "After all, I have my eyes on a new queen."

Sam instinctively moved closer to Mat, thinking he was most likely referring to her.

A loud scream caught the spies' attention, and they turned around just in time to see a trio of beetle mutants snatching May in their pincers and lifting her out of the hive.

"Let me go, you overgrown pincer pokers!" May shouted, struggling against her captors as best she could.

Before Nick could make a move to rescue May, about a dozen bee and beetle mutants swarmed all over the spies, distracting them long enough for Exterminus and Genesis to make their escape.

"Oh, come on, I do not want to be stung to death by a bunch of giant bugs!" Clover shouted. "My beautiful face doesn't deserve to have bee lumps!"

Having finally had enough, Nick unleashed a massive psychic pulse all around him to throw the bug mutants in different directions, then flew up through the hole in the hive's ceiling to scan the area for any sign of May.

With no sign of her, Nick slowly floated back down, his rage palpable.

Because now he knew what Exterminus was talking about.

The mutants decided to retreat for the moment, leaving the spies to discuss what they were going to do about this particular problem.

"Hold on just a second, did mister roach seriously just spy-nap May for his sick plans?!" Blaine gasped.

"...wait, is that what he meant by a 'new queen'?" Alex asked, chancing a glance at Nick, who now looked like he was ready to murder something.

"We'd better reconvene at W.O.O.H.P. and figure out a plan before this goes belly-up," Sam stated.

"I'll contact Jerry and get some agents over here to corral all of these mutants," Sortiliena replied, opening her own X-Powder to call Jerry and RiCO. "Hopefully we can make an antidote for these guys quickly, because I'm sure they'd rather not spend the rest of their life as half-bug."

As the spies waited for Jerry's helicopter to arrive, Nick glanced up at the ceiling of the hive, lamenting that he hadn't been fast enough to help May...

...and cursing Exterminus in his head for daring to hit him where it hurt.

Alex walked over and hugged Nick tightly, not needing psychic powers to know what her boyfriend was thinking.

"Hey, don't worry, Nick, we'll get May back," Alex stated. "I promise you, roach boy is going to regret messing with your girlfriends."

"Trust me, Alex, if I find even one hair out of place when we find her, Exterminus is gonna wish he'd flown head-first into a bug zapper," Nick replied.

Shaking off his worries for the moment, Nick dashed ahead to corral as many bug mutants as he could so they could take them back to W.O.O.H.P. for analysis.

Exterminus... if you do anything to May, you're going to pay in spades, Nick thought. And that's not a threat. That's an iron-clad promise.

11:47 A.M. – Somewhere in Beverly Hills

"You wanna tell me just what the hell you're doing with me?" May proclaimed as she hung there on the wall, held to said wall by sticky spider webbings. "It can't be just to feed me to your bug boys or hold me hostage."

"Oh, but that's where the fun part comes in," Exterminus laughed. "We're not trying such amateur plots."

"Then, do you wanna explain what you're actually planning, or are you just gonna leave me hanging?" May quipped. "Because if I had my anchor right now, you'd be in so much trouble."

"Then, I guess we shouldn't keep our gracious guest waiting any longer, right?" Professor Genesis proclaimed. "Exterminus, if you will?"

Exterminus obliged, walking forward and jamming a needle into May's arm. Before May could wonder what that was supposed to do, she suddenly felt sick, like she was about to barf like Alex had wanted to earlier upon seeing the hive.

Suddenly, a pair of large beetle wings sprouted from May's back, as did a pair of beetle antennae. To May's horror, she realized that Exterminus was trying to turn her into a bug mutant as well.

"Huh. Usually my serum produces a more complete transformation," Exterminus quipped. "Either I fumbled in my latest serum, or you're more resistant than the others were. Should I inject her again, professor?"

"We can deal with her later," Professor Genesis proclaimed. "We should move to the next hive and continue our work. Just leave her here."

"You're not gonna get away with this, you son of a bitch!" May shouted. "My friends are gonna find you sooner or later, and then..."

"But think about it this way, my future queen," Exterminus chuckled. "What will your supposed 'boyfriend' think of you if he sees you like this? I imagine it wouldn't be anything good."

Whatever retort May had prepared was completely silenced upon hearing Exterminus' words. She hadn't thought of that before.

As the two villains left the hive for parts unknown, May couldn't help but think about what Exterminus had said. True, she'd only grown wings and a pair of antennae, but...

...what if she turned completely into a bug person? Would Nick still love her after that?

Despite trying her hardest, the doubt and fear had already gripped her mind.

All May could do was fall to her knees and cry.

To be continued...


On the next episode...

Sam: And that's basically the situation, Jerry. Not only do we have a bunch of mutant bugs to deal with and two mad doctors to stop, we've gotta find wherever they took May!

Mat: And we'd better do it as quick as we can, because I have a feeling Nick's gonna lose his mind if this keeps up.

Nozomi: I still don't know why Exterminus wants May as his queen when I thought he was obsessed with Alex...

Bridget: He probably went the Gelee route of 'if you won't play ball, I'll find someone who will'.

Alex: ...Nick, you okay?

Nick: I will be once we find those two and stomp them into the ground.

Haruka: Since Nick's pretty distressed right now, I'll do the preview line. Bugs and baddies abound while we search for our missing friend on the next act of Totally Spies: Pretty Fly For a Fly Guy, "Flyswatter Follies"!

Alex: I'm still shocked there aren't any puns here.

Sam: Probably because the scriptwriter knows that this is a serious moment.