Mrs. Thompson was in her Doghouse waiting for Numbuh 5 when she enters Mrs. Thompson fetch her dogs and mauled Numbuh 5 with homework but Numbuh 4 came in to the rescue & defeated the Were-poodles & get a shot of Mrs. Thompson. Mrs. Thompson becomes a were-poodle when her necklace was given by her angry husband & Numbuh 5 too & attacked Numbuh 4. Numbuh 4 attacks & pushes Mrs. Thompson & Numbuh 5 out of the ledge & destroyed the necklace turning them back to normal and never ever become enemies again. Mrs. Thompson is shown in her classroom that they'll try to cooporate in class for the day.
Mrs. Thompson was cursed with lycan-based powers, such as superhuman strength, speed, dexterity, accelerated healing & animalistic senses as well as sharp canines & claws and the ability to transform into a werewolf like form.