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The game is primarily driven through the many wacky gadgets and gizmos that Spy Fox picks up during his adventure, which are conveniently stored at the bottom of the screen in Spy Fox's white suit-pocket. Spy Fox, being designed as an approachable adventure game for kids, adheres to many basic Adventure game protocols.

Spy Fox must make his way into the eatery, where he will find the villainous LeRoach, the criminal mastermind behind the evil plan. The plan orchestrated by the Society involves the towering Giant Evil Dogbot, who's looming mass bodes over the Fair under the guise of an upscale restaurant. Taking place in an indeterminate year, the game begins with the international Spy Corps deploying the titular Spy Fox to again save the world, this time from the nefarious hands of the Society of Meaningless Evil, Larceny, Lying, and Yelling (S.M.E.L.L.Y.).

Spy Fox is the second in the Spy Fox trilogy of educational point-and-click adventures starring the anthropomorphic espionage fox, Spy Fox.

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