CONTROL's spy school has been infiltrated by KAOS. Max and Fang go undercover as students, while 99 poses as an instructor. There are three suspects, Dimitri, Grillak, and Zukor, and they all have quirks that Max must confirm. Despite failing all the tests given at spy school, Max successfully discovers the impostor. Unfortunately, he and 99 discover the imposter when he ties them to a bomb.

This episode features the classic Happy Birthday to Fang bit. If you watch it closely, you'll see that they had to do the shot in slow motion because Fang couldn't meet his cue properly.