CUT TO: INT-INSIDE TURBOLIFT

CAMERA faces the closed door, above and behind Keane, who stands to the rear of the turbolift. The Powerpuffs stand in front of her; Blossom, still holding onto Bubbles, to the left, Buttercup to the right. Two guards stand in front of them, staring into the door. Bubbles can be heard occasionally sniffling. Unseen [except by camera], Keane lightly rests her left hand on Blossom's shoulder for a second and removes it. Blossom looks quickly up, confused, then forward again. Keane pulls a flat electronic device from a side pocket of her trousers. Called a padd, it resembles a clipboard, but smaller. She silently taps its keypad. The lift stops, the doors open and camera follows everyone out, to the right down the corridor.

CUT TO: EXT-HIGH ABOVE PLANET EARTH-DAY

CAMERA PANS SLOWLY across the horizon, tilted upward toward the heavens. Starting as specks, the three starships appear, increasing in size as they move diagonally from upper right to lower left. Camera holds its position as all three pass from view. WHIP PAN to different angle, lower in the sky as ships come straight at camera, increasing in size until only the center ship is seen. The entire length of its underside is seen as it passes overhead and out of view.

CUT TO: INT- USS MONDAY'S BRIG

SLOW PAN showing several empty holding cells, and three armed security personnel staring at something. One of them is the security chief. CAMERA STOPS on a nondescript gray cubicle with no apparent means of restraint. Buttercup is lounging on a bunk attached to the left wall. Opposite her sits Bubbles, head in hands, elbows on her knees, staring at the floor. The bunks above them are empty. Blossom stands in the center of the cell, minus her hairbow. Her red hair clip has been replaced by a rubber band. They are now wearing plain gray prison-style garb. The Girls begin to speak in low voices.

BLOSSOM: [Sadly.] Sorry, guys. I wish I could come up with some answers but... my head still hurts.

BUBBLES: I woulda done anything to make it stop! No wonder they can get what they want! Who's gonna tell 'em no?

BUTTERCUP: I haven't hurt that much since the Rowdys stomped us. Blossom, how can this be happening? Two of us, two Ms. Keanes...how?

BLOSSOM: I heard the Professor once talking about a parallel universe. Everybody in it's the same as ours...but not quite. If one exists, I guess we found it.

BUBBLES: Professor! He must be going crazy because we didn't come home! Oh no! If the professor here made THEM, I don't EVER wanna see him!

BUTTERCUP: Well, I do! I'll kick his butt...then I'll kick it again, an'...

BLOSSOM: Buttercup, getting angry isn't going to help.

BUTTRCUP: Yeah, well they're gonna pay for what they did to us! We gotta escape somehow!

BLOSSOM: We can't do anything until we're off this ship.

BUBBLES: We can fly away and hide until we can find someone to help us!

BUTTERCUP: The world's a big place, we can hide anywhere. They'll have a tough time catching us again. But we can't fight this whole world by ourselves, we're gonna need some help! How are we gonna know who's a friend or not? And Blossom? I don't get how only three of them could control a starfleet?

BLOSSOM: If that's their power, what they did to us, it wouldn't be that hard. They would only have to control the ones who were already in power, or those who fight against them, like us. We can't fight them directly, we have to stay away from them and sneak attack or something.

BUBBLES: But how did they get everybody to follow them is what Buttercup's asking, right?

BLOSSOM: Once they get the ones they need, Bubbles, the rest follow like sheep. And certain others go along willingly, they love being around power.

BUBBLES: Kinda like when Him turned everyone against us?

BLOSSOM: Not exactly.

BUTTERCUP: Him! He'd do something like this to mess with our heads. This is right up his alley!

BLOSSOM: I don't think so, but I bet he'd think THEY were the perfect little girls.

BUTTERCUP: Heh heh!...Quiet, here comes Keane!

WHIP PAN to Keane walking toward camera as door closes behind her. She is carrying a covered tray. REVERSE ANGLE behind Keane as she walks up to cell and stops.

KEANE: I brought you something to eat. I'm going to drop the force field for a moment, so don't try anything.

She hands the tray in and Buttercup jumps off the bunk and grabs it, pulls off the lid, revealing a stack of sandwiches. Bubbles hurries over from her bunk to look, Blossom moves closer, too.

BUTTERCUP: Aw, man, I can eat these myself!

KEANE: I can get you more if you need them.

Buttercup has already stuffed half a sandwich into her mouth.

BUTTERCUP: Fum 'oot beer 'ood be nife, too!

BLOSSOM: Buttercup! Where are your manners?

Bubbles puts her hands to her mouth and giggles. CAMERA changes to Keane's POV.

KEANE: [To herself.] They're so innocent! I know I'm doing the right thing! [Aloud, turning her head toward the guards.] See if you can replicate some root beer over here! And some more sandwiches.

CAMERA pulls back, showing Keane pulling a padd from her left trousers pocket. She hands it to Blossom with her right hand. Blossom goes to set it down on the bunk where Buttercup was lounging and returns to face Keane. CAMERA changes to BLOSSOM'S POV. Keane looks directly into Blossom's eyes.

KEANE: These are the instructions you will follow while you are our guests. You are to follow them exactly if you do not want a repeat performance by our Commanders. Is that clear? Just push the top right keypad to begin.

CAMERA angle changes to show guard approaching with several bottles and more sandwiches on another tray. He passes it to Keane and steps back out of view. Keane sets tray on floor inside cell and backs away.

BLOSSOM: Yes, Admiral, we understand. Thanks for the food!

CAMERA pulls back as Keane turns toward it and walks away from the cell. In the background, the Girls are attacking their lunch.

CUT TO: OUTSIDE BRIG

Door opens, Keane steps out, door closes.

CAPTAIN SMITH: [Off-camera.] Smith to Admiral Keane. Landing at Townsville Base in ten minutes. You are wanted in the ready room.

KEANE: [Tapping comm badge.] Carry on, Captain. Keane out.

CUT TO: GIRLS' CELL

The sandwiches have been polished off. Buttercup's head is tilted back, she guzzles the rest of her root beer. Blossom and Bubbles are sitting on the bunk opposite her on the right, waiting to read the instructions. Bubbles is to Blossom's left. Two bottles sit on the floor near them.

BLOSSOM: Come on, hurry up!

BUTTERCUP: [Drains her bottle.] Aaahhhh! Okay, okay, I'm coming!

She flips the bottle onto her bunk, it bounces off the wall with a thud but stays there. She hurries across the cell and sits to Blossom's right. CAMERA POV is above and behind the Girls' heads, so that what is on the padd can be read. Blossom pushes the correct key and a screen lights up.

WHEN YOU ARE FINISHED, PRESS THE SAME KEY THREE TIMES TO ERASE THE MESSAGE. MAKE SURE YOU DO THIS. YOU ARE BEING WATCHED VERY CLOSELY. DO NOT SHOW ANY REACTION TO WHAT YOU ARE ABOUT TO READ. YOU ARE TO FOLLOW ALL INSTRUCTIONS EXACTLY, NO MATTER WHO GIVES THEM. DO NOT TRY TO ESCAPE. DO NOT USE ANY EXTRAORDINARY ABILITIES THAT YOU MAY POSSESS.

THE ONE QUESTION I IMAGINE YOU WANT ANSWERED THE MOST: YES, THERE IS A PROFESSOR UTONIUM, AND YES, HE CREATED OUR THREE COMMANDERS. THEY ARE NOT WHAT HE INTENDED. IF I CAN ARRANGE IT, YOU WILL GET TO HEAR THIS FROM HIM YOURSELVES. THIS WORLD WAS ONCE A BEAUTIFUL PLACE, PROBABLY MUCH LIKE YOURS. YOU HAVE SEEN NOTHING, YET.

I HOPE TO BE ABLE TO TELL YOU MORE, BUT FOR NOW, THIS IS WHAT YOU ARE DEALING WITH: THE THREE OF THEM ARE INSEPARABLE. AS YOU KNOW, MONDAY IS THE LEADER; HER ANGER IS THE DRIVING FORCE. SHE IS THE MOST EVIL OF THE THREE AND MAKES THE FINAL DECISION ON NEARLY EVERYTHING. MALICE MAY APPEAR TO BE NOT TOO BRIGHT, BUT DON'T BE FOOLED. SHE IS VERY CREATIVE. MUCH OF WHAT YOU WILL SEE BEGAN AS HER IDEAS. MISERY IS THE LEAST EVIL OF THE THREE, BUT THE MOST POWERFUL. SHE IS ABLE TO CHANNEL AND FOCUS HER ENERGY BETTER THAN HER SISTERS AND WHEN ATTACKING IS THE MOST DANGEROUS.

YOU ARE ALREADY AWARE OF THE POWER THEY POSSESS. THEY CAN ALSO COMMUNICATE WITH EACH OTHER SILENTLY. THEY CAN'T READ ANYONE'S MIND DIRECTLY, BUT THEY ARE VERY GOOD AT SENSING THE THOUGHTS OF OTHERS. WHEN THEY ARE CROSSED, WELL, YOU'VE SEEN. DO NOT ANTAGONIZE THEM OR TRY TO FIGHT THEM; THERE ARE OTHER WAYS TO DEFEAT THEM. YOU HAVE FRIENDS ON THIS SHIP AND ELSEWHERE AND YOU CAN PLAY A BIG PART IN RESTORING THINGS TO THE WAY THEY USED TO BE. THAT IS ALL I CAN TELL YOU RIGHT NOW. JUST BE PATIENT AND DO NOT BE AFRAID. SOMETHING TELLS ME YOU HAVE EXPERIENCE IN OVERCOMING FEAR.

P.S. FOR ONE DAY, I WOULD LIKE TO BE YOUR MS. KEANE. SHE IS A TEACHER, CORRECT? SO WAS I, ONCE.

ERASE THIS MESSAGE, NOW.

Blossom and Bubbles both reach up to wipe tears away. Blossom deletes the message and sets the padd down on the bunk.

MAN'S VOICE: [Off-camera, loudly.] You! With the red hair! What's your problem?

WHIP PAN from Girls' POV to see the security chief standing right outside the cell, looking down at them, a neutral expression on his face. CAMERA changes to guard's POV.

BLOSSOM: [Thinking.] Poor Ms. Keane! [Aloud.]: I wanna go home!

CHIEF: [Loudly.] Well, If you'd STAYED home, you'd BE home, now wouldn't 'ya? [Whispering.] If you girls were sent here to help us, thank you and good luck. I got kids, too. Stick with Keane, okay? [Loudly again.] Now quit blubberin' or I'll really give you somethin' to cry about, GOT IT?!

He turns and walks away. CAMERA changes and ZOOMS in on Girls in the cell, still sitting where last seen. Buttercup and Bubbles lean in and Blossom puts a protective arm around each. They disguise their faces with looks of sadness, in case they are being watched more closely.

BUTTERCUP: Well, whattya' think of that? Looks like we got another 'friend'.

BLOSSOM: I know him from someplace...

BUTTERCUP: He does look kinda familiar. Don't know where...What were you two cryin' about anyway?

BUBBLES: Poor Ms. Keane! She looks so sad.

BLOSSOM: Yeah, Bubbles, but what I told that guy was the truth. I do want to go home. But not until we do something to help these people. It may not be our Townsville, but it needs saving!

BUTTERCUP: We can't save it doing what SHE said. First chance I get I'm bustin' out!

BLOSSOM: No, Buttercup, she's right. You said so yourself, we can't do it without help.

BUTTERCUP: Aw, geez, don't you dummies know 'good cop, bad cop' whan you see it?

She crosses her arms with a deep frown on her face.

BLOSSOM: No, you're wrong. They're being sincere, I can tell.

BUTTERCUP: Yeah, well, maybe. But you're wrong about something, too. You said we can't fight them directly, to sneak attack them?

BUBBLES: Hey, Blossom, she's got a point. How do we know? We never really showed them what we can do.

BUTTERCUP: Yeah, Blossom, being afraid and running ain't the Powerpuff way. We take 'em on, face to face!

BLOSSOM: [More confident.] Girls, you're absolutely right! We didn't know what to expect and they flattened us. They won't find it so easy next time.

BUBBLES: What doesn't kill us makes us stronger!

BUTTERCUP: [Stares at Bubbles for a long second.] Bubbles, you're a genius! Listen up, guys, I got an idea...

CUT TO: INT-READY ROOM

CAMERA from Keane's POV. She is standing, looking at the three evil sisters who are all sitting behind their desk.

MONDAY: You get any word back on those suits yet?

KEANE: Yes. Not much to them. The communications and air purification systems in the helmets are years behind what we have. The suits were built to maintain pressurization and provide some warmth in space, and protection during atmospheric re-entry. There is no means of propulsion.

MONDAY: [Exchanges incredulous looks with her sisters.] WHAT?! You mean they FLEW here, by THEMSELVES?

KEANE: Yes, they weren't joking about that, and that laser hit the one took, she took herself. Those creatures are extremely powerful and if they escape, they cannot be controlled. I'm sure we have not yet seen all they are capable of. They have a Utonium also, and we know less about him then we do about them.

MALICE: Well, I'm not impressed, with him OR them. Looks like HE left a few things out, too. They might be physically strong, but they're weak in the head, right, girls?

EVIL POWERPUFFS: [Laugh snidely.]

MONDAY: How are they behaving?

KEANE: No trouble at the moment. They are tired, hungry and very frightened. They're a long way from home.

MISERY: [Frowning severely, leans forward.] Feeling sorry for them, are we?

They are all frowning at her now.

KEANE: [Angrily, to herself.] Put the mothering instinct away and stay focused! [Aloud, choosing her words carefully.] No. I am thinking about something far more important. If they are really from another universe similar to this one, they do not belong here! They should be placed aboard a shuttle and sent back through the wormhole to wherever they came from, now! They are a danger to this entire universe!

MALICE: That's just a bunch of Utonium's nonsense. [Slower, with menace.] No, they aren't going anywhere.

MONDAY: [Forcefully.] Keane, as soon as we land, you are to take them directly to Townsville prison and give them a cell near our dear Professor.

KEANE: [To herself.] Ah! I knew it! Now for a little reverse psychology... [Aloud.] Commander, with all due respect, that's a terrible idea, for two reasons: One, we don't have restraints to hold them. Two, you know about the rumors that Utonium has contacts in the resistance movement. Putting them together could be disastrous. They should stay right where they are, in the brig.

MISERY: Have the guards carry phaser rifles and double their numbers. Problem one solved.

MONDAY: Problem two solved. Utonium will be allowed out of his cell temporarily. The rebels will have no access to him.

KEANE: WHAT? What on earth for?

MALICE: [Snarling.] We want what they've got! And he's going to give it to us! [Calmed down.] And once we have it, we will be able to take over their Earth as well!

The sisters beam at one another in evil happiness.

KEANE: [To herself.] Oh, my God, no. Careful, now, Keane. [Aloud.] Commander, that is brilliant! Then, you will send them back?

MONDAY: No. After we get THEIR powers, THEY are going to get OURS. If you're so worried about the two universes being unbalanced, we expect to be spending a lot of time over there. They can stay here to keep an eye on things.

KEANE: I never would have thought of it. But what is the point of putting them in next to Utonium? Keep them apart. It only complicates things.

MALICE: The point is, so we can torture him some more!

MONDAY: Yes, let our Creator see the perfect angels he could have had if he didn't MESS UP!

The evil Powerpuffs' faces are coloring red, their rage building toward another explosion.

KEANE: [To herself.] Things are happening much too fast. I've got to get out of here, now! Someone's going to get it, and it isn't going to be me! [Aloud.] If you'll excuse me, Commanders, I'll start making the arrangements. We should be landing any minute.

CAPTAIN SMITH: [Off-camera.] Smith to Admiral Keane. We are on the ground.

CUT TO: INT-CORRIDOR, OUTSIDE DOORS TO BRIDGE

Doors slide open, Keane dashes out and to her right with a fixed look of angry determination. She runs right past CAMERA down the corridor, as it turns to follow her receding form. Horrible screams are heard coming from off-camera as some unfortunate crewman 'gets it'.

FADE TO BLACK