Spy Fox 3: "Operation Ozone" is the third of three games in the Spy Fox series of games developed by Humongous Entertainment and marketed by Atari. The game centers around Spy Fox needing to find ingredients for Plato Pushpin's congeal pill which will disarm Poodles Galore's giant hairspray can which she is using to destroy the ozone layer, so everyone will have no choice but to purchase her latest sunscreen, making her fabulously rich and bringing her to the top of the cosmetics world.


Poodles Galore, the queen of cosmetics, has blasted an enormous aerosol (hairspray) space station into orbit and set it off. The constant blast of aerosol will deplete the entire ozone layer within a matter of hours, leaving the planet at the mercy of the ravaging sun; she herself will benefit from this because her cosmetics production company markets sunscreen at an SPF level of 2001. There is only one hero with the courage and wits to save the planet. It’s up to Spy Corps and their top agent, SpyFox. Spy Fox has to locate a piece of Chicle, the hairspray satellite's APD number, and either a Prickly Pear Pizza or a Secret Donut XY and either a Freshwater Pearl or a chunk of Beauty Clay to stop Poodles Galore.

This time around, the Mobile Command Center is located above the bowling alley, which SpyFox can enter using the correct juke box number. After disguising as one of Poodles' bowlers, SpyFox can use the bowling ball gadget (supplied by Professor Quack) to rescue the cosmetics expert Plato Pushpin (the bowling ball captures its "pin" when it comes in contact with it.). He will give SpyFox a list of items needed to create the congeal pill to disarm Poodle's hairspray can. SpyFox will search the donut/pizza shop ran by rising star Pia Zadonut, Poodle's factory, the desert, the jungle, the lake and other locations in order to get these vital ingredients. A bonus ending is unlocked by clicking on the door just when Poodles has escaped. SpyFox can enter Poodle's moonbase to turn off the forcefield so Spy Corps can take her in. SpyFox must unlock the right fingernail design (same as Poodles') in order to turn it off. Afterwards, Monkey Penny can come right in and send Poodles away to jail.


  • Spy Fox: Spy Corps' top agent and a very sneaky spy who stopped William the Kid and Napoleon LeRoach is now assigned on the mission to stop Poodles Galore Biby. Like the second game, Spy Fox is voiced by Mike Madeoy.
  • Monkey Penny: Spy Fox’s resourceful partner located at the SPY Corps Mobile Command Center. She can be reached, for hints and encouragement at any time on the Spy Watch. (Running Gag: In all 3 SPY Fox games, trying to contact Monkey Penny when already in the Mobile Command Center just results in her telling Spy Fox to stop fiddling around because he clearly already knows Monkey Penny is right behind him.) Monkey Penny is voiced by Anita Montgomery.
  • Professor Quack T. Dale: Master and creator of all the SPY Corp gadgets. He spends all his time working on new inventions (or fixing old ones) in the SPY Corps Mobile Command Center. Like all other SPY Fox games, Prof. Quack is voiced by Ken Boynton.
  • Spy Corps' Chief: The chief of SPY Corps, Spy Fox receives his prime directive from Mr. Wilder, the town chief and the husband of Bea. Spy Fox also receives a tea bag code to get into the Spy Corps Mobile Command Center. He awards Spy Fox the Really Big Award of Stupendous Merit. He also appears in Spy Fox 2: "Some Assembly Required".
  • Poodles Galore Biby, Queen of Cosmetics: Spy Fox’s evil Nemesis. Poodles is not satisfied with being the cosmetics queen of the whole town, she wants to control the entire sunscreen market using her aerosol spraying hairspray satellite to deplete the ozone layer in order to sell her new product SPF: 2001. Like Monkey Penny, she is voiced by Anita Montgomery.
  • Plato Pushpin: The scientist that Galore has forced to build the hairspray satellite of destruction using illegal chlorofluorocarbons (CFCs). He is the only one with the knowledge to stop the hairspray satellite with his best invention, the Congeal Pill.
  • Cookie Shi the Cookie Scout (seen only in the Freshwater Pearl minipath): A Girl and cookie Scout, she is boisterous and yells when she talks even though she has a megaphone. Spy Fox helps her sell her cookies so she can get a tricked out bike (with a thing in the handlebars that tells time) and he can use her megaphone on his crusade.
  • Sport the Pro Shop Attendant: A Bowling Alley attendant in charge of de-stinking bowling shoes and distributing bowling shirts. Sport loves lemons.
  • Pias "Pia" Zadonut the Pizza/Donut Girl: An aspiring actress, Pia is very dramatic – can bake a Prickly Pear Pizza (Prickly Pear Pizza Minipath) with flare and a Prickly Pear, or, she can bake a Secret Donut XY (Secret Donut XY Minipath) with a Recipe and the Tapioca required for the job.
  • Buzz the Cop (seen only in the Secret Donut XY minipath): Boy, can this officer eat donuts. Distract him with a laugh riot and maybe you will have a chance at a donut before it gets eaten up!
  • Flotilla the misinformed Import Shop Attendant: A suspicious and misguided shop owner. Give her the correct counter code phrase and she will entrust you with the Amulet of Chicle-Pichu, which is needed to unlock half of the gates of the Ancient Ruins of Chicle-Pichu, a temple containing massive amounts of chicle. Flotilla loves pickles.
  • Wet Eddie Careea (seen only in the Beauty Clay minipath): He will let you use his Scuba Suit, but only if you have flippers to go with it.
  • Roger Boar: A SPY Corps undercover agent who pops up throughout the game in unlikely places and with unlikely hairdos. His name is a pun on boar and famous 007 actor Roger Moore.
  • Bobby Llama (seen only in the Secret Donut XY minipath): The ex-donut baker. Bobby has gone to Africa to search for meaning in the center of the donut hole. He is the only person with the recipe for Secret Donut XY. He also likes nuts.
  • Pins: Pins is staked out in the Desert as a cactus. If you find her she’ll give you a valuable cosmetic Counter Code Phrase Compact.
  • Stanley Ellington Seagull (seen only in the Secret Donut XY minipath): A British explorer who is tired of consuming tapioca.
  • Henrietta Havalina: This little gal does everything by the book. She only allows beekeepers into her prickly pear ranch, but she does not allow them to remove any of the prickly pears, using an X-ray machine to detect any Prickly Pear thieves (Prickly Pear Pizza minipath).
  • Herman the Fisherman (seen only in the Freshwater Pearl minipath): Herman will be happy to give you a boat ride but he’s a little hard of hearing. A megaphone is needed to draw him to shore.


  • S.M.E.L.L.Y. Toilets: The toilets of an unnamed evil organization (presumably S.M.E.L.L.Y., as the remains of the Evil Dogbot can be seen on the way out) is where Spy Fox starts the game. Roger Boar is hidden in the medicine cabinet and will give Spy Fox a Lipstick container containing a distress message from Plato Pushpin to give to headquarters and a Rocket Powered Origami Skateboard to help Spy Fox escape from the bad guys.
  • North America square (Street): This is the main square of the city where Spy Fox starts his mission after being given a teabag by the Spy Corps' Chief. The square leads to the bowling alley building, Poodles' factory and a Pizza/Donut shop (depending on which miniquest the player is playing, the Prickly Pear Pizza minipath or the Secret Donut XY minipath). After freeing Plato Pushpin, this is also where the Spy vehicle (also used in Spy Fox in "Dry Cereal") is located when Spy Fox is in North America.
  • Bowling Alley entrance: This is the area Spy Fox is when he enters the bowling alley building. Sport works here and de-stinks bowling shoes and gives out free bowling shirts. There is a machine here for putting a name on a bowling shirt. If the player clicks on the machine after rescuing Plato Pushpin, Spy Fox will press a button on it, causing it to explode. A giant bowling pin here is really a rocket leading to Spy Corps Mobile Command Center, located in a satellite. The rocket is activated by entering the proper combination in the jukebox in the corner. This area also leads to the Bowling Alley. In the Beauty Clay minipath, Spy Fox can trade a dirty pair of bowling shoes found in South America for a pair of flippers.
  • Jukebox: Located in the Bowling Alley entrance, the jukebox is used to activate a rocket which will take Spy Fox to Spy Corps Mobile Command Center by entering a combination found on a teabag given to Spy Fox by the Spy Corps Chief. The jukebox can also be used to play 10 of the 11 bonus songs on the CD-ROM, except the Spy Fox Theme Song.
  • Spy Corps Mobile Command Center: In this game, the base for Spy Corps is located in a satellite orbiting the Earth.
  • Bowling Alley: This is where Poodles Galore, along with Ace and Champ, her bowling team members, have tied up Plato Pushpin and plan on bowling him over. To save him, Spy Fox must put the name of the fourth, absent member of Poodles' team on a free bowling shirt matching the shirts of the bowling team from the Bowling Alley entrance, and use the Spy Bowling Ball. After rescuing Plato Pushpin, the player can play the Bowling Game here.
  • Pizza/Donut Shop: This shop is either a pizza shop or a donut shop (depending on which miniquest the player is playing, the Prickly Pear Pizza minipath or the Secret Donut XY minipath) and is run by Pia Zadonut. The Prickly Pear Pizza (Prickly Pear Pizza minipath) or the Secret Donut XY (Secret Donut XY minipath), one of four things needed to stop Poodles Galore are made here, but a Prickly Pear is needed for the Prickly Pear Pizza -OR- a recipe and tapioca are needed for the Secret Donut XY. When the shop is a donut shop, Buzz the Cop will steal any donut Pia makes for Spy Fox, and a laugh riot generated by the Canned Laughter is needed to distract him and get him out of the shop.
  • Poodles' Factory entrance: The entrance to Poodles' Factory can only be accessed by using the keycard received from Plato Pushpin on the factory's gates at the North America square. Two guards behind a glass window will reveal the combination to the safe containing the key to Poodles' rocket if the Spy Ear is used. This area leads to the Wig Room and the Rocket Door Area.
  • Wig Room: A storage space for the factory's wigs, Roger Boar waits here to tell Spy Fox what the "Hair of the Day" is, allowing Spy Fox to make a wig to get past the Rocket Door Area.
  • Rocket Door Area This section of Poodles' factory leads to the Wig Making Room and the Rocket Room. The door to the Rocket Room is guarded by a security system that only allows the person through if he/she is wearing a "Hair of the Day" wig. After the player's first visit to the Rocket Room, Spy Fox will leave his wig here.
  • Wig Making Room: Using the information supplied by Roger Boar, Spy Fox has to make a "Hair of the Day" wig in this room to be allowed past the Rocket Room's security system.
  • Rocket Room: The storage room for Poodles' rocket, it is guarded by 5 of her henchmen. A safe in the corner of the room which can be opened with the combination provided by the guards at Poodles' Factory entrance contains the rocket's key. To get past the guards, Spy Fox must use the Sticky Stun Bun to stun them, allowing him to open the safe and steal the rocket to access Poodles' hairspray satellite.
  • Outer Space: Stealing the rocket from the Rocket Room allows access to this area, where Poodles' hairspray satellite is currently spraying aerosol into the ozone layer. Clicking on the satellite's APD number allows Spy Fox to copy it onto a compact disc, one of four things needed to stop Poodles Galore for safekeeping. An opening in the satellite allows for entry by Spy Fox later in the game.
  • South America square (Jungle): This is the main square of the Amazon jungle. The square leads to the Ancient Ruins of Chicle-Pichu and Stanley's treehouse. Initially, the path is blocked by a quicksand pit, which can be overcome by using the Grappling Granny to grab onto an overhanging branch. In the Beauty Clay minipath, a dirty pair of bowling shoes that can be traded in North America for flippers is found here. This is also where the Spy vehicle is located when Spy Fox is in South America.
  • Stanley's treehouse: In the Secret Donut XY minipath, Stanley Ellington Seagull lives here. He will trade some of the tapioca needed to make the Secret Donut XY to Spy Fox if he can provide Stanley with his favorite donut. The treehouse provides an aerial view of the hieroglyph code carved into the roof of the Ancient Ruins of Chicle-Pichu needed to unlock half of the gates of the ruins.
  • Ancient Ruins of Chicle-Pichu: All the chicle in South America, one of four things needed to the stop Poodles Galore, have been locked in the ruins by her henchmen. The gates of the ruins are sealed by a two part lock. Trudy Fruit has set up a stand here and will explain to Spy Fox how to unlock the lock. Unlocking one part of the lock opens half of the gates. One half the lock can be unlocked by entering a code out of the hieroglyphs on a stone slab in front of the ruins. The correct code can be seen from Stanley's treehouse. To unlock the other half of the lock, Spy Fox must retrieve the Amulet of Chicle-Pichu from a Universal Imports store in Eurasia and place it in a hole on the gates.
  • Blades Room: Upon entering the Ancient Ruins of Chicle-Pichu, Spy Fox finds himself at this room, which is composed of a bridge over a pit leading to the Chicle Room. The bridge is divided into sections which have serrated saw blades in between. To get past, use the Rust Buster to rust the blades and destroy them.
  • Chicle Room: This room contains all the chicle in the Ancient Ruins of Chicle-Pichu, one of four things needed to stop Poodles Galore. The chicle is sealed behind a giant gate which can only be opened by pulling on a suspended handle. To reach the handle, use the Spy Toaster to jump up and open the gate, allowing Spy Fox to obtain a piece of chicle for the Congeal Pill. After getting the chicle, Spy Fox will be chased out of the ruins by a giant rolling piece of chicle which fell out with the smaller pieces. The giant piece of chicle then seals the entrance to the ruins, barring reentry.
  • Eurasia square (Lake): This is the main square of a Eurasian lake. The square leads to Poodles' mining platform and the Universal Imports store. In the Beauty Clay minipath, Wet Eddie is found here, the player needs his diving suit to get underwater and can obtain it by showing him flippers obtained in North America which are in turn obtained by trading in a pair of bowling shoes found in South America. In the Freshwater Pearl minipath, Poodles' mining platform can only be reached by selling Girl Scout cookies to game characters and gving the money to Cookie. This allows Spy Fox to get her megaphone and use it to attract Herman's attention, who will give Spy Fox a trip across the lake in his boat. In the Beauty Clay minipath, a bridge allows for easy lake crossing by Spy Fox. This is also where the Spy vehicle is located when Spy Fox is in Eurasia.
  • Universal Imports store: Run by Flotilla, this antiques store contains the Amulet of Chicle-Pichu which is needed to unlock half of the gates at the Ancient Ruins of Chicle-Pichu. Flotilla will only hand over the amulet if Spy Fox tells her the correct counter code phase to the one she tells him. This can be found by obtaining the Counter Code Phrase Compact from Pins in Africa.
  • Poodles' mining platform ladder: This ladder is the entrance to Poodles' mining platform and is where Spy Fox will leave his diving suit if the player is playing the Beauty Clay minipath. In the Beauty Clay minipath, this area leads to the Underwater gate.
  • Poodles' mining platform: This platform suspended high above the lake is guarded by a duck henchman. In the Freshwater Pearl minipath, Spy Fox has to put on the Duck Blind to make himself invisible to the guard and sneak over to a group of oysters at the far end of the platform. Once there, Spy Fox has to use the Pearl Detector to find a Freshwater Pearl among the oysters. In the Beauty Clay minipath, the Duck Blind is unavailable, so Spy Fox must sneak past the guard and switch the dials at the far end to the alignment seen on the Underwater gate to unlock the gate. On the wall is a map of the Beauty Clay dig site showing which varieties of Beauty Clay is found where. The player must memomize the name of the Beauty Clay variety Plato Pushpin requested and find its location on the map before going down to the Beauty Clay dig site to obtain a sample. Depending on which minipath the player is playing, the Freshwater Pearl (Freshwater Pearl minipath) or the Beauty Clay (Beauty Clay minipath) is one of four things needed to stop Poodles Galore.
  • Underwater gate (accessible only through the Beauty Clay minipath): These locked gates lead to the Beauty Clay dig site. To unlock them, the player must memorize the dial alignment on the gate and go to Poodles' mining platform. Once there, the player must set the dials there to the alignment seen on the gate, unlocking the gate.
  • Beauty Clay dig site (accessible only through the Beauty Clay minipath): After unlocking the Underwater gate, Spy Fox finds himself at this area, where all of Poodles Galore's Beauty Clay is mined. To get the clay, the player must memorize the location of the needed variety and select the appropriate section. Spy Fox will then dig a sample for Plato Pushpin. In the Beauty Clay minipath, Beauty Clay is one of four things needed to stop Poodles Galore.


  • Poodles Galore's name is a spoof of the Tom and Jerry character Toodles Galore.

See also