When secret government installations are being invaded by mysterious unseen forces, the spies are sent to investigate. It seems that bugs have been trained by someone as part of a plot to destroy the earth. The only survivors will be the insects and their half-human, half-insect king Max Exterminus (Exterminus has been injecting himself with cockroach DNA). Of course, every king needs a queen, so Max Exterminus kidnaps Alex. In a b-story, Alex starts dating a somber goth guy.

The girls find themselves between a rock and a hard place. There's no way they're taking out Jerry and simultaneously, they've got to save Dean. What are they going to do?

The spies face Terence and Dean in Beverly Hills for a final showdown in which even the best of spies will have trouble succeeding.