When people around the world suddenly turn up with crazy clown makeup all over their faces, acting more like circus performers than their normal selves, Jerry sends the spies to investigate. And what Sam, Clover and Alex quickly discover is that the people all share one thing in common: they used the same brand of makeup called Clownique (which at first looks like regular makeup, but shortly after it's applied, transforms into brightly colored clown-style makeup that will not come off)! As the investigation continues, the girls discover the makeup is the brainchild of Bozette Slapstick, a disgruntled clown woman who is bitter that the world no longer appreciates clowns as much as they used to. and is determined to force that appreciation by turning everyone into a clown (including Clover). In a b-story, the suspicious Deans enlist Mandy's help to spy on the spies!