SPY Fox is a super smooth secret agent who always looks sharp in his white tuxedo, and always has something witty to say. In this, his latest adventure, he uses an array of special spy gadgets dispensed from Professor Quack's spy gadget vending machine. Gadgets include the Sticky Stun Bun, a stunner but with more caramel and nuts, and Canned Laughter, which causes an immediate Laugh Riot. The colorful cast includes arch villainess Poodles Galore, an unsatisfied, power-craving cosmetics queen; Trudy Fruit, a dedicated student working towards her Ph.D. in Gumotology; and Bobby Llama the Donut Guru, an ex-baker who has gone to the desert to find the ultimate meaning of the donut hole.

Talk balloons are provided to enable SPY Fox to question others and find clues to help them solve puzzles. Every character is a potential informant and talk balloons may be used numerous times to access additional information about each character. The 11 original songs included on the CD-ROM can be played on a computer or audio CD player. Music tracks include SPY favorites such as "Live and Let Fry" and "View to a Dill."