Kaeloo suggests playing a game about spies and secret agents to Stumpy, Quack Quack and Mr. Cat. Since Mr. Cat wants to be the hero, Quack Quack plays the villain, an evil terrorist who specializes in explosive yogurts. Stumpy, angered at not having been picked as the new villain, keeps trying to betray his teammates.
Stumpy is performing science experiments on Quack Quack. Suddenly, Kaeloo runs up to them and starts doing random fight moves, confusing them. She reveals that she read a book about spies the previous night, and she asks if they can guess what kind of game they will be playing. Stumpy incorrectly guesses, despite the obvious clues that they are going to play Spies, that they are going bowling.
Later, they are all choosing their roles for the game. Kaeloo says that she will be the leader of the secret services, and Mr. Cat says he will be a secret agent who will save the world. The others are surprised, and Kaeloo says he can't be a hero since he's never nice, but he claims that he uses his weapons for the betterment of humanity. Stumpy says that he wants to be the bad guy, but Mr. Cat kicks him away and picks Quack Quack as the villain instead. He then shoots Quack Quack with a bazooka, triggering an angry response from Kaeloo, but he accuses her of being ungrateful to him even though he "saved the world". Stumpy, having decided to betray them, makes a phone call to somebody, presumably an enemy of the agency, and promises to tell them everything about the mission.
Kaeloo explains that Quack Quack is an evil terrorist, and she hands him a fake beard to make himself look more like a villain. Stumpy continues to talk on the phone, and Mr. Cat asks what he is doing. He pretends to be cuddling his phone. Kaeloo announces that the game has begun, and Quack Quack runs behind a rock only to be blasted with a bazooka again, and Kaeloo scolds Mr. Cat. Later, the secret agents are at their "secret base". Mr. Cat points out that they all know where the base is, so they decide to call it a "semi-secret base". Stumpy says over the phone that he knows where the base is, but upon seeing his teammates staring at him, he pretends to be kissing his phone. Kaeloo sets code names for everyone, and the code names are their own names spelled in reverse; Kaeloo is Ooleak, Stumpy is Ypmuts, Mr. Cat is Tac Retsim, and Quack Quack is Kcauq Kcauq. Stumpy laughs hysterically at the name Kcauq Kcauq, annoying his teammates. He continues to laugh until Mr. Cat threatens to use his bazooka on him.
The agents sneak behind a bush one by one. If the coast is clear, they moo like a cow in order to get the next agent to sneak up to the bush. Kaeloo and Mr. Cat try to call Stumpy, but he is too busy talking on the phone. They call him again, and he bleats like a sheep, and they explain to him that he is supposed to moo like a cow. The agents synchronize their watches and then set off to Quack Quack's base, where they find him making explosive yogurts. Kaeloo tells Stumpy to create a diversion while she and Mr. Cat sneak up behind Quack Quack and take him by surprise. Stumpy continues to laugh at the name Kcauq Kcauq until Mr. Cat threatens to shoot him with a bazooka again.
Stumpy casually walks up to Quack Quack and asks him if he has seen any weapons of mass destruction around. Quack Quack presses a button causing numerous bazookas to surround Stumpy, but Kaeloo and Mr. Cat arrive, the latter of whom puts a gun to Quack Quack's head. Quack Quack tries to bribe the, by paying them money. Kaeloo says that the agents are incorruptible, but she is proven wrong when Mr. Cat holds a bazooka to her head. He apologizes to her, stating that he needs money. Kaeloo tells Mr. Cat that he is a traitor, and Stumpy reveals that he is a traitor as well.
Kaeloo finds herself strapped to a table, and she says that she will not say anything no matter what the others do to her. Mr. Cat approaches her with a syringe full of truth serum, and she says she isn't afraid of injections (she seems to not know what truth serum does). Stumpy faints at the sight of the needle while Kaeloo is injected with the serum. Kaeloo notes that the serum didn't do anything to her, but suddenly, she transforms. As the transformation happens, the syringe is accidentally knocked into Mr. Cat, causing him to get injected with it as well. Mr. Cat hastily pulls the syringe out and throws it, and it lands on Stumpy, injecting him with some as well. Stumpy's neck spasms and he continues to shake his head to get the syringe out. Again, the syringe goes flying, this time landing on Quack Quack. All the main four have now been injected with it.
Bad Kaeloo starts crying and says that people like "little Kaeloo" better since she is cute, and that she also wants to have friends. Mr. Cat complains about his own lack of muscles, and Stumpy admits to never having kissed a girl before. Mr. Cat confesses that he was abused by his brothers as a kitten since they were jealous that their mother liked him better than them, and Stumpy admits that when he is alone, he enjoys dressing up as a girl. Bad Kaeloo says that she wants friends, and she hugs the other three. Unfortunately, she hugs them too tightly, and their heads explode.
Later, Quack Quack pushes Stumpy and Mr. Cat around on a hospital gurney while Bad Kaeloo chases them, wanting to hug them again. Mr. Cat says that the truth serum should wear off soon... hopefully.
- Quack Quack
- Mr. Cat
- Mr. Cat's brothers
- Mr. Cat's mother
- This episode strongly suggests that Bad Kaeloo is the original form and Kaeloo is another form she takes on to make friends.
- This is the first time Mr. Cat mentions his brothers.
- Mr. Cat mentions his mother; it is unclear if he meant the Salmon or his biological mother, due to continuity issues in the show.
- Stumpy is revealed to secretly enjoy dressing up as a girl.
- In this episode, Mr. Cat is shown to miss his mother, but in "Let's Play Jump Rope" he claims to have never liked her at all.
- Stumpy may possibly have trypanophobia (fear of needles), as he faints when he sees a needle.
- This is the first episode to show the map of Smileyland.