1. Here we go again
on the road till we stop
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2. and then we'll shop.
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3. So one, two, three, now,
baby, here we go, go, go.
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4. Here we go.
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5. Here we go on a
mission undercover
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6. and we're in control.
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7. Here we go.
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8. Here we go.
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9. We're Totally Spies so
get on with the show.
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10. Here we go.
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11. Here we go.
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12. Here we go.
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13. So there's three seconds
left on the clock and swoosh,
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14. right through the net.
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15. It was totally awesome, man.
Then—
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16. Zachary
Williams, please report
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17. to the principal's office.
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18. Busted, man.
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19. You're in so much trouble.
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20. Hey, no problemo.
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21. The principal probably wants to
put a statue of me in the gym.
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22. No, no, no, no, oh, no!
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23. Check it out, girls, the
first annual Beverly Hills Youth
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24. Spirit Awards is
looking for contestants
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25. who typify youthful enthusiasm,
ambition, and optimism.
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26. That is so you, Sammy.
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27. I wish I could be a little more
optimistic about what they're
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28. serving for lunch today.
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29. Fiber, riboflavin,
and vitamins,
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30. everything developing girls
need to grow fit and healthy.
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31. Ew.
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32. I'm starting to
think fit and healthy
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33. is overrated, Mrs. Muckle.
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34. Please tell me
you're not thinking
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35. of entering the contest
that I'm going to win.
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36. I have just as much
chance as you, Mandy.
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37. FYI, this award
goes to someone
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38. who best exhibits youthfulness.
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39. You're better suited to
enter the senior Olympics.
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40. Hm.
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41. Please, Mandy, Sam's got twice
as much youthful youth as you.
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42. Whatever.
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43. I'm just trying to save her
from total embarrassment.
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44. After all, she's the
one with gray hair.
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45. Hm.
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46. Gray hair?
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47. Of course, if
you get one, you're
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48. sure to get another and another.
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49. Yeah, right.
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50. But I'm just going
to check anyway.
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51. I guess it's not so bad.
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52. I mean, gray hair's
distinguishing, right?
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53. Totally.
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54. I mean, what's the big deal?
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55. It's just one great hair.
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56. I can't believe
I just said that.
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57. You're right.
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58. I'll just get rid of it.
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59. Don't pluck it!
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60. Five more will
grow in its place!
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61. I thought you said
it was no big deal.
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62. One hair is no big deal.
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63. Five is an irreversible trend.
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64. But I don't even
want one gray hair.
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65. Oh, now see what
you've done, Clover.
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66. You better tell her
about our surprise.
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67. Oh, yeah.
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68. This will cheer you up, front
row seats to the Happy Fun
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69. Fellas concert on Friday night.
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70. How did you get those?
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71. That concert's been
sold out for weeks.
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72. Oh, it was easy.
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73. The manager of the arena has
a cousin who lives next door
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74. to a guy who's best friends
with a man who married
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75. a childhood classmate
of the mother of a guy I
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76. know from the football.
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77. I just flirted with him, and
he got the tickets for me.
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78. Wow, I guess it
really is who you know.
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79. Anyway, we can't
go to the concert
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80. if you're going to be crying
about your hair, can we?
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81. I guess not.
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82. Thanks, Clover.
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83. Ah!
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84. Ah!
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85. Ugh!
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86. So glad you could
breeze through, girls.
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87. As if we had a choice.
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88. Let's cut to the chase.
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89. Oceanside Middle
School is known for
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90. its superior athletic programs.
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91. Their teams have won state
championships for years.
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92. But suddenly, the teams
are losing all their games.
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93. Wow.
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94. They don't look like they could
win a knitting championship.
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95. I want you girls
to go undercover
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96. and investigate this
strange shift in the student
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97. body of Oceanside.
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98. Sam, you'll pose as
a history teacher.
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99. Alex, you'll be a
gymnastics coach.
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100. And Clover, you'll
be a lunch lady.
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101. As if!
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102. Try again, Jerr.
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103. I suppose you could always
go undercover as a janitor
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104. or a trigonometry teacher.
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105. On second thought,
where's my hair net?
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106. Now, on to the gadgets.
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107. Hoop earring communicators,
expandable cable
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108. bungee belts, Velcro band 3D
body analyzer wristwatch—
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109. That tickles.
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110. —and finally, DNA
scanner sunglasses,
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111. a butterfly laser
emitting pendant,
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112. and a multipurpose army knife.
Copy !req
113. You never know?
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114. Jerry, how long
will this job take?
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115. We're going to a Happy Fun
Fellas concert on Friday night.
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116. Well, then, I guess we better
get you started immediately.
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117. Whoa!
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118. Whoa!
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119. This is ridiculous.
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120. Who'd ever believe that I
could pass as a lunch lady?
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121. Hey, lunch lady what's
on the menu today?
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122. Agh!
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123. Ah!
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124. Come on, let's take
our undercover positions
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125. before the rest of
the kids show up.
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126. Ugh.
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127. OK, team, that
was really slow.
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128. Let's hit the showers.
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129. All right, everybody out.
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130. But we just started.
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131. It's not like you worked
up a sweat out there.
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132. Wow, their DNA has been changed.
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133. It's like they have the genetic
traits of someone in their 80s.
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134. OK, class, today we're going
to learn about the Cold War.
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135. I need a volunteer to
be the Soviet Union.
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136. OK, then, I'll
volunteer someone.
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137. How about you, Theodore?
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138. Oh, wonderful.
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139. May I say it is indeed
an honor and a privilege
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140. to participate in such a
lively classroom endeavor,
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141. for it is often said—
- Bravo!
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142. You go!
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143. Stand over there.
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144. I'm going to need some
satellite nations.
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145. Here, you be Yugoslavia.
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146. How about you as Czechoslovakia.
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147. Actually, everybody come up
here and face the blackboard.
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148. But why?
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149. Oh, Because you're
the Berlin Wall.
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150. All right, everybody close your
eyes to simulate nighttime.
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151. You too, Theodore.
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152. But I'm the Soviet Union.
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153. You're taking a nap.
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154. Weird, glandular
function slowing down.
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155. Mental alertness
dangerously low.
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156. Small contusions on
all their foreheads.
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157. Energy and vitality
levels, hm, not that bad.
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158. OK, maybe I was
wrong about that.
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159. What will you have?
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160. Prunes, please.
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161. How about some
ice cream or cake?
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162. No, I'd better
stick with the prunes.
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163. How about you?
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164. Prunes also please.
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165. And if you have anything
else that's easy to chew,
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166. that would be great.
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167. Easy to chew?
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168. You've got a head
full of strong teeth.
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169. Yeah, those were the days.
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170. Aw.
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171. OK, is it me or are these
kids about as lively as sloths.
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172. Yeah, it's like
they've all had
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173. life-o-suction or something.
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174. We've got to figure out
who's behind all this.
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175. Darned kids, leave nothing
but messes everywhere they go,
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176. snot-nosed good for nothings.
Copy !req
177. OK I think we just found
our number one suspect.
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178. Huh?
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179. Look!
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180. That teacher is turning
a kid into a zombie.
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181. Hey!
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182. Ah!
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183. Oh!
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184. Oh no you don't.
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185. What do you
think you're doing?
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186. Stopping you from stealing
this innocent student's youth.
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187. I was only showing
the lad that he got
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188. an A-plus on his science test.
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189. I never got an A-plus before.
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190. Gosh, thanks, Mrs. Killaher.
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191. We are so sorry.
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192. I don't recall seeing
you at this school before.
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193. Um, that's because
we're part of the school
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194. district's substitute
gym teacher, history
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195. teacher, lunch lady program.
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196. Yeah.
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197. Oh!
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198. Here's the copies you needed
all coalated and alphabetized.
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199. I also got you these to
brighten up your room.
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200. Thank you, Theodore.
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201. They're beautiful.
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202. You're a nice kid.
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203. Why don't you go
outside and play?
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204. I would, but my
friends are so boring.
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205. They just sit around and talk
about their aches and pains.
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206. Don't you have anything
else that needs to be done?
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207. OK, how about
distributing these memos
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208. to all the classrooms?
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209. Great, thanks.
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210. Hm?
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211. Ah!
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212. No, please, don't!
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213. Oh, a pep rally.
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214. I love these school events.
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215. They're so full of energy.
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216. Thus the term, pep rally.
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217. Theodore, what's the matter?
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218. Guys, this is really serious.
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219. Let's spread out and look
for anyone suspicious.
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220. As you all know, this
weekend is Oceanside Junior
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221. High School's homecoming game.
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222. So let's all give a rousing
cheer to the football team.
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223. Yay.
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224. This is no pep rally.
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225. It's a pep funeral.
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226. What's weirder
is that Principal
Copy !req
227. Smith doesn't notice that the
kids are acting so strangely.
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228. He either doesn't
notice or he doesn't care.
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229. Maybe it's because he knows
why they're acting that way.
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230. Let's see what Jerry can
tell us about this guy.
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231. Jerry, it's Alex.
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232. Listen, we may be
onto something.
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233. Can you do some research
on principal John Smith?
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234. Certainly.
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235. Here you go.
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236. It says that
Smith was previously
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237. a headmaster at Ravenswood
Boys School in England,
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238. but it seems he left under
mysterious circumstances.
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239. Looks like we're going
on a field trip, girls.
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240. Oh!
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241. Wow, looks familiar, huh?
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242. Just like the
students at Oceanside.
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243. Hm, lunch time.
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244. Perfect for spy-mode, girls.
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245. Yeah!
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246. OK, let's see what we
can find out about Smith.
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247. Nothing in here.
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248. What's this?
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249. Uh-huh.
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250. Ah!
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251. Ugh.
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252. That was really unexpected.
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253. Whoa, if only I had
a finger big enough
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254. to wear that on a ring.
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255. Weird.
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256. This manuscript describes
how youth can be
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257. extracted from people's souls.
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258. Hey, this guy looks
really familiar.
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259. Yeah, he looks
like Principal Smith.
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260. Except why is he in
those ancient clothes?
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261. Because Smith
is 800 years old.
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262. This is his journal.
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263. There's entries dating
back to the 13th century.
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264. Somehow Smith must be stealing
youth and administering it
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265. to himself.
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266. And I'd bet that jewel has
something to do with it.
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267. You mean Smith literally
found a fountain of youth?
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268. Hey!
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269. Oh!
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270. It's the janitor!
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271. And the teacher!
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272. What are you doing here?
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273. The The question is,
what are you doing here?
Copy !req
274. Getting rid of you brats.
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275. We can't let them get away!
Ugh!
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276. Whoa!
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277. Where'd they go?
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278. Where'd Alex go?
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279. Alex!
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280. - Ah!
- Sammy!
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281. Ah!
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282. Where could they
have taken Alex?
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283. Look!
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284. Alex!
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285. Are you all right?
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286. They drained her of youth!
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287. Follow her!
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288. Where did she go?
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289. Ah!
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290. Now we got ya!
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291. I don't get it.
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292. Why are you doing
Smith's dirty work?
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293. Give up, girls.
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294. There's no escape.
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295. I'm not sure how you discovered
my little enterprise,
Copy !req
296. but you've made a
terrible mistake.
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297. We know you're stealing
these kids' youth.
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298. You will never get away with it.
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299. On the contrary I
have for centuries.
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300. And this last big score will
provide me with enough youth
Copy !req
301. to give me immortality.
Copy !req
302. What do you mean
last big score?
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303. I mean the Happy
Fun Fellas concert.
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304. You wouldn't dare!
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305. If you touch a single hair
on their precious heads,
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306. I swear I'll open a
heavy duty can of WOOHP
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307. brand butt whoop on ya.
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308. And miss one of the
largest gatherings
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309. of young people in years?
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310. I think not.
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311. Soon all that
youth will be mine.
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312. Open the windows.
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313. The jewel of Sumatra.
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314. Quite rare, only
three in the world.
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315. And I have them all.
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316. When the sun
strikes it, its rays
Copy !req
317. will disperse and pass
through you, taking
Copy !req
318. your youth along with it.
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319. We've got to get
loose before that jewel
Copy !req
320. turns our brains into oatmeal.
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321. I can't get my hands free.
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322. This is awful.
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323. I am too young to be old.
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324. OK, try swinging back and forth.
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325. Maybe I can untie your hands.
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326. OK, I've got you.
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327. Now if I can just cut your rope.
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328. Hurry up, Sam!
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329. The sun's almost
hitting the jewel!
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330. I'm doing my best.
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331. Alex, can you give Sam a hand?
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332. OK, right after my nap.
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333. Alex!
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334. Wake up!
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335. Ah!
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336. Ow!
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337. OK, somebody's going to have
to go lighter on the ice cream.
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338. Um, Clover?
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339. What?
Copy !req
340. You might want
to close your eyes.
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341. Why?
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342. Wah!
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343. That went well.
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344. Come on, we've got
to get to that concert
Copy !req
345. before it's too late.
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346. Hey, Beverly Hills,
are you ready to rock?
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347. He could be anywhere.
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348. Let's spread out.
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349. Right.
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350. I'll check back stage.
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351. Alex, why don't you just sit
here and enjoy the music?
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352. Um—
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353. Whoa.
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354. Where do you think you're going?
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355. I have to get back
there and save the world.
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356. I've heard some
good ones in my day,
Copy !req
357. but nobody ever
pulled that one on me.
Copy !req
358. But you have got—
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359. Back you go, Missy.
Copy !req
360. Once the circuit is connected,
the final assault will begin.
Copy !req
361. All ready.
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362. This ought to slow him down.
Copy !req
363. Oh!
Copy !req
364. How did she get loose?
Copy !req
365. I guess I'll have to
finish her off myself.
Copy !req
366. Ah!
Copy !req
367. Give it up, Smith.
Copy !req
368. You will never get
away with this.
Copy !req
369. On the contrary, young lady.
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370. I already have.
Copy !req
371. Hey, this isn't in the script.
Copy !req
372. Yes, that's it.
Copy !req
373. Give me all your precious youth.
Copy !req
374. Ah, With I wonder if—
Copy !req
375. Hey.
Copy !req
376. Sorry, I love your music.
Copy !req
377. Stop her!
Copy !req
378. Whoa!
Copy !req
379. You could have at
least fallen on her.
Copy !req
380. Where do you
think you're going?
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381. Class dismissed.
Copy !req
382. Out of my way.
Copy !req
383. Ah!
Copy !req
384. Ah!
Copy !req
385. Ah!
Copy !req
386. Don't even think about it.
Copy !req
387. Your youth second
waves are over.
Copy !req
388. Not so fast, Smith.
Copy !req
389. No!
Copy !req
390. Was that part of our show?
Copy !req
391. That's weird.
Copy !req
392. Hey, I feel like myself again.
Copy !req
393. And not a second too soon.
Copy !req
394. I was starting to worry
that we'd have to put
Copy !req
395. you into a retirement home.
Copy !req
396. Nice work, girls.
Copy !req
397. What happened to Smith?
Copy !req
398. We're not exactly sure.
Copy !req
399. This is all he left behind.
Copy !req
400. Odd.
Copy !req
401. I hope we've seen
the last of him.
Copy !req
402. For his sake, I
hope we have too.
Copy !req
403. OK, girls, I've
been old long enough.
Copy !req
404. Let's dance!
Copy !req
405. Let's go, Jerry.
Copy !req
406. Go Jerry.
Copy !req
407. Go Jerry.
Copy !req
408. Woo!
Woo!
Copy !req
409. Go Jerry.
Copy !req
410. I am so glad that's over with.
Copy !req
411. Yeah, no offense, Alex, but
you didn't age too gracefully.
Copy !req
412. Speaking of not
aging gracefully,
Copy !req
413. I guess I should withdraw from
the youth spirit competition.
Copy !req
414. Who'd vote for a teenager
with a gray hair.
Copy !req
415. Wait a second!
Copy !req
416. Your gray hair is gone!
Copy !req
417. I told you not
to pluck it, Sam.
Copy !req
418. I didn't.
Copy !req
419. But I did wash my hair.
Copy !req
420. Oh, I am so lame, duh.
Copy !req
421. I was working on an art
project using gray paint.
Copy !req
422. I'm not getting
old and decrepit.
Copy !req
423. I'm just messy.
Copy !req
424. Put a sock in it.
Copy !req
425. They're just about to name
me winner of the competition.
Copy !req
426. And the Youth Spirit
Award goes to Mrs. Muckle.
Copy !req
427. Mrs. Muckle?
Copy !req
428. Ugh!
Copy !req
429. Mrs. Muckle has 50
years of volunteer work,
Copy !req
430. leadership in the orgphanage,
an annual trip to Europe,
Copy !req
431. a series of gourmet
cookbooks with all
Copy !req
432. the profits donated to help
build that new kindergarten.
Copy !req
433. Congratulations, Mrs. Muckle.
Copy !req
434. You deserved to win.
Copy !req
435. It's not how old you are.
Copy !req
436. It's how you are being old.
Copy !req
437. Come on down, Mrs. Muckle
and claim your prize,
Copy !req
438. a brand new wave slicer jet ski.
Copy !req
439. It's OK, Sam.
Copy !req
440. There's always next year.
Copy !req
441. Or the year after that.
Copy !req
442. Or the next 50
years after that.
Copy !req