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Creepy Crawly Much? is episode 17 of Season 3.



When secret government installations are being invaded by mysterious unseen forces, the spies are sent to investigate. Bugs have been trained by someone as part of a plan to conquer the Earth. When bug venom is released into the jet stream, the only survivors of the "insect-caused human genocide" will be the insects and their half-human, half-insect king Max Exterminus (as Exterminus has been injecting himself with cockroach DNA via the Bug Maker).

Max becomes lovestruck with Alex, and because "every king needs a queen", Max transforms and kidnaps Alex in an attempt to make her into just that - his co-ruler, his beloved wife and the mother of his "larvae". (Some fans are divided on whether or not Max is truly in love with Alex, although clues are provided in the episode when he speaks with her). In a b-story, Alex starts dating a somber goth guy that loves poetry, but he later dumps her when her happiness ruins his image.


Villain Gadget

  • Bug Maker
    • Injects mega-doses of insect DNA to reconstruct a person's body chemistry, effectively transforming them into a humanoid insect.


  • References to the rank of queen in “Totally Spies!
  • Alexandra is transformed by a villain.
  • Beverly Hills High has a jai alai team.
    • The captain is Juan.
  • Seth, the somber goth guy Alex dates until he dumps her because her happiness scares him off, shares the same first name with actor Seth Green, who is best known as Daniel "Oz" Osbourne, the guitarist/werewolf from the TV series Buffy the Vampire Slayer. He may also be based on Seth Brundle, the scientist that created the teleportation/insectification machine in David Cronenberg's 1980s horror remake "The Fly", played by Jeff Goldblum. Just like Seth, he converted an old, abandoned building into a laboratory where he conducts his research.
  • Clover's boots on her catsuit are revealed to be "limited-edition Vespocci boots".
  • This episode marks the only known appearance of Max Exterminus, the pest control expert mentioned by Jerry Lewis in this episode. It is strongly assumed by most fans that he dies from the rocket explosion at episode's end, but we never see the body nor is he confirmed to actually be deceased by Jerry.
  • Max's presumed death from the rocket explosion is a reference to Major Kong's death in the movie "Dr. Strangelove".
  • Max may be the inspiration for the character of Clancy from "Ben 10", as they both are the only buglike enemies in their respective shows so far, and both live in an abandoned building.
    • He has objectives similar to those of Cohila, the South American insect demon from the animated series "Extreme Ghostbusters".
  • Max's scheme is similiar to the storyline in the film "Meet the Applegates" about insects assuming human form.
  • This episode shares elements and themes from the 1986 David Cronenberg film "The Fly", albeit less disgusting.
  • The amateur comedian "Bedhead" that Alex dates at the end of the episode is a reference to the comedian Carrot Top. (Bedhead = Redhead, Redhead = Carrot Top)
  • Goof: When Sam used Clover's cable belt to free her and Clover, a close up is shown of her bare feet, but then we see pink socks.
  • Goof: When Sam and Clover are signaled back from their partners, the sign above the boys says "Beverly Hills University".


  • Max: When I release the venom into the Earth's jet stream, the only survivors will be my bugs... AND ME!! (laughs manically) But every king needs a queen! (turns to Alex) You remind me of the queen of all insects: the black widow spider. You're dark, leggy, and, I'm sure, quite dangerous.
    • Alex: It's just a look I'm trying out to impress a boy. (Max lovingly strokes Alex's hair with one of his feelers; he then grabs her arms and pulls her out of the green goo)
  • Max: This is my Bug Maker. It injects mega-doses of insect DNA to reconstruct your body chemistry. (stroking Alex's cheek with his clawlike fingernail) Soon, you'll be my insect queen!
  • Clover: Man, I really hate bugs!
    • Max: (offended) Well, we don't like you either!
  • Max: (to Alex, after her incomplete transformation into his insect queen) I've dreamt of this night for a long time. Soon, we will control every insect in the world!
  • Max: Excuse me, my Queen. I have to go destroy the real pests!
    • Alex: Don't leave me! Don't leave me! That's no way to treat your Queen!
  • Alex: Let me go, maggot breath!
    • Max: Don't fight it. One day, we'll tell our larvae about how we met.
    • Alex: (disgusted) Ohhhh, please get that image out of my head!
  • Max: (coughing) What have you done, my Queen?
    • Alex: Get this straight, bug boy, I am so not your Queen! And if I were you, I'd think about dropping the bomb!
  • Samantha: We are so picking her next boyfriend.
    • Clover: Definitely.