Soon, you'll be my insect queen.
~ Max to Alex before he places her in the Bug Maker.

Max Exterminus is a human/insect hybrid whose only appearance to date was in "Creepy Crawly Much?". A former exterminator turned genomicist, he starting leading the insects, becoming their King after realizing he couldn't kill every bug in his neighborhood, much less the whole world, and began using military secrets and knowledge on genetic code modification for his own purposes, using his trained insects (which he refers to as his "swarm" and his "brood", and who act similar to soldiers of, and subjects to, a king) to obtain memory chips and top secret data to create a rocket (in the shape of a can of insecticide with "Exterminus" on the front) filled with more than enough "bug venom" to kill every living human and non-insect animal on Earth, as well as a machine he calls a "bug maker" that has the power to inject insect DNA into the human body, transforming a person into a humanoid insect with prolonged use, reconstructing their body chemistry.

Max's insect army defend their master (and Alexandra, had she chose to remain his queen) with extreme prejudice, attacking anyone who dares approach Max and Alex. This is evident when Sam and Clover escape Max's headquarters to rescue Alex.

Exterminus has therefore been injecting himself with mega-doses of cockroach DNA via the bug maker, reconstructing his body chemistry and giving him the disgustingly handsome appearance of a humanoid cockroach. He places Alex inside the machine during the break, only giving her enough cockroach DNA to give her antennae, hairlike protrusions on her legs and arms, two extra insectoid arms, and cockroach-like wings on her back, creating what some see as an incomplete transformation.

He has the ability to control and command any type of insect species (such as bees, flies, cockroaches, caterpillars and termites), and is mechanically gifted (as he invented the bug maker and the venom-filled rocket). He also has sharp claws, six insectoid arms, and can fly by utilizing his cockroach wings; when not in use, the wings move in the wind like a cape. He also wears black jeans with the bottoms torn away, and is barefoot. He also has a hairstyle exactly like that of the Dragon Ball Z character Vegeta. He tells Alex that she reminds him of the black widow spider, whom he erroneously describes as "the queen of all insects", when in fact the black widow is really an arachnid, not an insect in the traditional sense.

He seeks to release the bug venom inside his rocket into the Earth's jet stream and "exterminate" all of humanity by poisoning them, with the only survivors being his bugs, Alex as his queen, and himself. He is one of few "Totally Spies!" villains that appears to have romantic love for one of the spies, namely Alex. He presumably dies when his rocket plummets near some abandoned nickel mines and explodes. It is interesting to note that Max's final line in the episode is "No! I won't let go of my precious rocket! This is my life's work!", implying that he has spent many years of his adult life working on his technology. After his presumed death, it is later discovered that the insect DNA injected into a human body wears off after a while; the presumed trick is that one has to continue the injection by staying in the bug maker for a prolonged period of time, as he did. He refers to humanity as "the real pests" as well, and only addresses Alex as "my [his] queen" (e.g. "Don't fret, my queen. All bugs have hairy legs.", "What have you done, my queen?"), never by name (as he never bothered to ask what her name was).

Needing a queen to rule by his side after his "human genocide" plan would come to fruition, he seemingly falls in love with Alex at first sight after hearing her say "Your venom fills my world; my world's venomized". This, along with her gothic outfit from earlier in the episode, was really a poem she was trying out to impress a guy she was dating named Seth (a goth that liked depressing poetry), but Max didn't seem to notice. His attraction to her is a purely physical attraction (though he does show signs of emotional attraction), as he says that Alex is "dark, leggy, and quite dangerous" when comparing her to the black widow spider.

His headquarters is what appears to be an old hotel that has been converted into a laboratory where he conducts his research on synthesizing insect DNA with human DNA. At some point after he realized he couldn't exterminate every bug in his neighborhood, he seemingly became the sole occupant of said abandoned upscale hotel, the second floor of which he converted into a combination laboratory/living quarters.

Despite only appearing in just one episode of the show, Exterminus is a villain that you can battle in the Nintendo Wii video game Totally Spies: Totally Party; he can be battled in level 4. This video game reveals that the girls' new house is located directly underneath a WOOHP prison, and because of that, Jerry Lewis reveals that Max survived the rocket explosion and now is incarcerated.

His "The Amazing Spiez!" counterpart is Victoria Brathwaite (aka Queen Bee), who similarly synthesized her DNA with the DNA of bees.

It is unknown if Max will make a reappearance in Season 6.

Powers and abilities

Formerly an exterminator with what we can assume is his own line of pest control products for commercial use, Max is now a scientist specializing in biogenetics and bioengineering who is capable of controlling insects according to his desires. Perhaps as the result of an experiment performed on himself, he too possesses various insect-related powers, including enhanced strength and winged flight. He has invented a machine capable of synthesizing human DNA with the DNAs of various forms of insects, which he states he has tried on himself in his bid to become the king of all bugs. He uses his machine on Alex when he chooses her as his insect queen, but she is shocked at her (apparently incomplete) transformation.


  • Max is, so far, the first villain to choose Alex as his queen, following the common trope of male villains choosing female protagonists as consorts, usually very unwillingly.
  • Max is voiced by John Stocker, who also voices Diminutive Smalls in "Attack of the 50 Foot Mandy".
  • Max's presumed death from the rocket explosion is a reference to Major Kong's death in the movie Dr. Strangelove.
  • Max may be the inspiration for the character of Clancy from Ben 10, as they both are the only buglike enemies in their respective shows so far, and both live in an abandoned building.
  • He also seems to have goals similar to those of Cohila, the South American insect demon from the animated series Extreme Ghostbusters.
  • He may also be based on Seth Brundle, the scientist that created the teleportation/insectification machine in David Cronenberg's 1980s horror remake "The Fly", played by famous veteran actor Jeff Goldblum. Just like Seth, he converted an old, abandoned building into a laboratory where he conducts his research.
  • Max's scheme is similar to the storyline in the film Meet the Applegates about insects assuming human form.
  • This episode shares elements and themes from the 1986 David Cronenberg remake film of the 1958 film "The Fly", albeit less disgusting.


          Totally Spies Villains

Terrence Lewis | Tim Scam | Myrna Beesbottom | Helga Von Guggen | Boogie Gus

Sebastian Saga | Candy Sweet | Jazz Hands | Violet Vanderfleet

Other Villains
Princess Makeda | Simon Tucker | Jason Hightower | Mrs. Quivers | John Smith | Max Exterminus | Dr. Inga Bittersweet | Margie Clarkland-Krewitz | Fabu | Walking Tornado | Bertha Bombshell | Maggie Trendset | Cosmo Stratus | FanGirl | Hans | Vancouver Coffee Barista | Felicity Fences | Felicia Mane | Shirley | Professor Feline Dion | Geraldine Husk | Nadia | Great Kandinsky | Ice Solina | Wera Vann | Lady Dragon | CHAD | Natalie Valentine | Ariel | Milan Stilton | Violet Vanderfleet's Lackeys | Evil Beach Bunnies | Myra Sokolov | Hans | Mandy | Dominique and Caitlin

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