CUT TO: INT-PRISON CORRIDOR

CAMERA PANS on the group, side view, as they walk down the corridor. From left to right, walking two abreast: Two guards, Buttercup and Bubbles, Blossom and Jackson, and other two guards. Cells are visible behind them as they pass, with assorted criminals inside. Catcalls from the criminals are quickly silenced as they see who they think is walking past them. The group stops in front of a set of large double doors, guarded by two more. Stenciled on the doors are the words 'MAXIMUM SECURITY'. The two guards at the door each open a door, with difficulty.

JACKSON: Are the doors at the other end guarded?

GUARD AT LEFT DOOR: Yes, sir, two more.

JACKSON: Fine. You two stay here. You other four go back to your stations.

SAME GUARD: But, sir?

JACKSON: Look, the only thing these babies are capable of is wetting their pants.

Without looking back, Jackson and the Girls head through the doors, the guards shutting them behind them with a loud, deep metallic clunk. WHIP PAN to corridor, as camera backs away as the four walk toward it. (From this point on, sounds and speech other than low talking or whispering will echo, giving the impression that the place is deserted.)

JACKSON: Quietly in here, ladies. There are spies about.

They have just reached an intersecting corridor, Jackson points down it to camera left. WHIP PAN to rear view of an elderly man in coveralls, pushing a broom. He turns, he looks like MAYOR MAYOR. CAMERA changes to MAN'S POV.

POWERPUFFS: [Surprised.] Hi, Mayor!

MAYOR: Oh, hello, Powerpuff Girls.

He turns back to his sweeping. WHIP PAN to Jackson and Girls as they continue down corridor./P>

BUBBLES: He's not a spy, is he?

JACKSON: No, he's feeble minded and harmless.

WHIP PAN to Mayor, who looks both ways, shrinks back into a wall, and speaks softly into his wrist.

MAYOR: Security! Something's terribly wrong. Send some milk and cookies down here on the double!

WHIP PAN to Jackson and Girls. They stop and turn to the left. CAMERA PANS on several empty cells. One has what appears to be personal belongings inside. The cells are old fashioned types, with steel bars across the front, and a small steel barred window set high into the rear wall. The facilities are not visible, but there is a small concrete cubicle set in one rear corner of each cell. It runs floor to ceiling. Each cell has two cots, on opposite sides of the cell; a small table and two chairs. Concrete walls are between the cells, so occupants in adjoining cells can't be seen. WHIP PAN TO Jackson and Girls.

JACKSON: I forgot how this was set up. You'll have to go over here.

He indicates a cell opposite the one with belongings inside. The cells across the hall are not directly opposite, they are offset halfway, so that if the Girls were to look directly across the hall from the rear of theirs, they would see only the halves of two cells.

JACKSON: Professor must be outside getting some exercise. He should be here any time.

BUBBLES: [Lightly hopping up and down.] Mr. Jackson? I'm not a baby, but we got here just in time. [Points at the cubicle.] Is that the bathroom?

Blossom and Buttercup cover their mouths, giggling.

JACKSON: [Chuckling.] Yes, Bubbles. You girls will have all the privacy you need. Just don't squeeze the Charmin, it's against the law.

They look askance at him.

JACKSON: It's a store joke.

He touches a panel set into the wall and the bars slide sideways into a recess.

JACKSON: Okay, ladies, in you go. There's a force field up as well as the bars.

He pulls out the small scanner he used on the shuttle and waves it about inside the cell.

JACKSON: It's clean. It would be, Professor's got this whole wing to himself. Still, watch what you say in here. Whatever you do, do NOT mention Q.

The Girls go inside and the door shuts behind them.

JACKSON: I gotta run. If I don't see you in the morning, nice knowing you. Give my best to the folks at Malph's.

Jackson turns and walks briskly down the corridor, to the Girls' left. At the end of the corridor, a light appears as the door opens, and figures appear to be walking toward camera. Jackson appears to stop and loud, echoing voices are heard. After several seconds, Jackson heads out and the thudding echo of the closing door is heard and the light disappears. Three figures are walking toward them. As they grow closer, they are seen to be: A much older looking Professor Utonium, hands cuffed in front of him, wearing gray prison clothes. There is some gray in his hair. To his right, carrying a nightstick, slapping it across his other palm, appears to be ACE, from the Gangreen Gang. He is wearing a prison guard's uniform and has a key ring hooked to his belt. He is wearing the familiar shades low on his nose. Walking behind the two appears to be BIG BILLY, carrying a tray of milk and cookies. He is also wearing a guard's uniform, but it looks to be many sizes too small. They are almost to the cell the Girls are in. WHIP PAN to Girls, just as Bubbles steps out of the cubicle and rushes up to join her sisters. They all look surprised.

CAMERA changes to GIRLS' POV. Utonium is watching them with no visible reaction. Ace is peering over the tops of his shades at them. Billy is grinning stupidly.

BIG BILLY: Duh, Hi, Powerpuff Girls. I got yer milk an' cookies for ya?.

ACE: Billy, ya' dope, 'dey can see 'dat. Well, well, well, will ya' lookit 'dis? We heard about youse but I still don't believe it.

Ace steps back to the Professor's cell, touches open the door, shoves the club in his belt, pulls the key ring and unlocks the cuffs on the Professor's wrists. Ace turns him around and shoves him roughly into the cell and touches the door shut. Professor turns and continues to watch the Girls.

CAMERA changes to PROFESSOR'S POV. Ace touches open their cell door, looks toward Billy, and waits, and waits. Then he grabs the tray from a surprised Billy.

ACE: Gimme 'dat, ya' dummy. Whyntcha go back to the kitchen an' help Grubber?

BILLY: Duh, okay, Ace.

Ace takes the tray, quickly sets it inside the cell on the table and steps out and closes the door. Billy turns to go.

BILLY: 'Bye, Powerpuff Girls!

BUBBLES: 'Bye, Big Billy!

BUTTERCUP: [Looking suspiciously at the tray.] Grubber works in the kitchen, huh?

ACE: Youse got a problem widdat?

The girls look at each other, sticking their tongues out in disgust.

ACE: Yeah, whatever. 'Dis ain't no hotel. I'll be back to make sure youse ain't causin' no trouble. [Turning to face Professor.] Hey, Perfesser! Youse have fun talkin' over all 'da old times youse never had. Hahahahaha!

Ace turns and walks down the corridor and Utonium walks over to pick up a chair, brings it up to the very front of his cell but stands, for now. Bubbles and Blossom get the two chairs and pull them up. Buttercup prefers to stand. After a few camera changes back and forth, no one knowing what to say, Utonium breaks the silence.

UTONIUM: When I found out they were bringing you here, I tried to prepare myself. It didn't work.

BUBBLES: Us either. What did they do to you? You look so old.

BLOSSOM: Bubbles! Sorry, Professor, she doesn't always think before she talks. [To Bubbles.] He IS old, remember?

BUTTERCUP: Uh, Blossom? Neither do you!

UTONIUM: [Laughing.] Oh, that's all right. Your innocence is refreshing. I haven't heard those names in... [He suddenly turns away.]

BUTTERCUP: Sorry. We know they put us in here to hurt you. What Blossom meant to say was, you're older than our Professor.

UTONIUM: [Whirling around to look at her.] What?

BLOSSOM: We're not twelve. We're only five.

UTONIUM: [Stunned.] Five years old? You're from the year 2000? So I was right about that, too...can't say I'm happy to learn it. Do you have any idea what your being here means?

BUTTERCUP: Yeah, we know all about it, and it wouldn't have mattered anyway.

BLOSSOM and UTONIUM: Why NOT?

BUTTERCUP: [Agitated.] Blossom, they were in our universe first, remember? Maybe next month, next year, who knows; they would've come to our world or some other one in those starships and taken over. Then THEY would've been the ones to blow the universe up, not us! What difference does it make?

UTONIUM: [Speaking out loud but more to himself than the Girls.] She's right, of course. I should've known that but I've been in here so long my mind isn't working...

The Girls are staring at him.

UTONIUM: [Realizing it.] Oh! If you were made to feel this was your fault, I apologize. It's just that this is a very serious situation.

BLOSSOM: So is what Monday wants to do.

UTONIUM: Yes, I know. They MUST be stopped.

BUBBLES: Professor, what went wrong with them?

UTONIUM: Probably much like yourselves. Oh, not that there's anything wrong with you. I forgot to add something very important, I still don't know what, and something else was added accidentally. Is that what happened with you?

BUBBLES: Jojo bumped into Professor and the Chemical X broke and there was a big 'splosion and we came out.

BLOSSOM: We heard about your Jojo. Ours turned into an evil genius and he's always trying to destroy us.

BUTTERCUP: Genius? Ha! Then why do we always kick his monkey butt?

BUBBLES: 'Cept for when we got turned into dogs an' you bit it!

Bubbles and Buttercup giggle.

BLOSSOM: Not now, guys! Professor, what happened?

UTONIUM: [Finally sitting down.] Well...

DISSOLVE into classic flashback mode. The familiar show opening...

NARRATOR: Sugar...Spice...and Everything Nice. These were the ingredients chosen to create the perfect little girl. But Professor Utonium accidentally added an extra ingredient to the concoction...CHEMICAL UV!

Same massive explosion, but when Professor looks up, he is not smiling. Standing on the table are the Powerpuffs, looking exactly as always only they look furious.

NARRATOR: Thus, the Powerpuff Girls were born! Using their evil mental powers...

One by one they appear in front of black and gray skulls instead of the familiar hearts.

NARRATOR: ...Monday, Malice and Misery...have dedicated their lives to ruining everyone elses!

DISSOLVE to Utonium sitting in the chair.

UTONIUM: ...and it's all my fault.

BLOSSOM: Jojo doesn't think so. What did he do?

UTONIUM: True, he does feel responsible, and technically, we both did create them; but I never should have had him in there to begin with. He was the worst lab assistant I ever had.

BUTTERCUP: Chemical UV? What's that? How could sunlight do that to them?

UTONIUM: No, no. I never found out until later, when Jojo told me. I kept a beaker of distilled vinegar in the lab and one day when I wasn't looking, Jojo urinated into it.

POWERPUFFS: Eeeeewwwwwww!!

UTONIUM: You know the rest.

BUBBLES: PP! G!

BLOSSOM: Bubbles, that would be hilarious if we weren't in so much trouble!

BUTTERCUP: Yeah, but it explains a lot. Those three are sure full of it.

BUBBLES: [Grinning.] So are you, Buttercup! Professor, there's gotta be more than that. Monday is so evil, and she's like me. I'm mostly sugar...

BUTTERCUP: Yeah, where'd you get it, from Mrs. Smith next door?

UTONIUM: How did you know?

POWERPUFFS: [Rolling their eyes.] Oh, brother...

UTONIUM: [Shrugs.] I was too busy to go shopping that week!

The sunlight coming through the small windows is fading and the cells are growing dim.

UTONIUM: I should let you girls eat. You must be starving.

BUBBLES: I don't know. Grubber prolly spit all over it.

POWERPUFFS: [Giggle.]

BUTTERCUP: Well, I don't care. I am starvin'.

BLOSSOM: Besides, Bubbles, food poisoning is the least of our problems.