CUT TO EXT-FORMER HOME OF PROFESSOR UTONIUM-DUSK

The house looks nearly identical to the familiar one, but it is surrounded by turreted walls, with armed guards in the towers and on the ground on both sides of the walls. Other homes on the street are all gone and the place looks like the armed compound that it is. Shuttle USS-MOS-3 is seen sitting on a pad near the front of the house.

CUT TO: INT-LABORATORY IN THE BASEMENT

CAMERA PANS THROUGH laboratory and stops on Malice and Misery, who are standing, looking at some sort of machine. Monday enters from left. CAMERA ZOOMS in on machine's control panel as hands are seen pointing toward various knobs and switches. It is sitting on a worktable, and is about two feet wide, a foot high at the front and two feet high in back. The control panel is flat and runs upward from front to back at a 45 degree angle. The sisters can barely reach the controls, which consist of keypad switches, digital readouts and meters whose needles indicate power levels. At top left is a switch that reads: POWER. Below it, another that says: TRANSFER. To the right, power level indicators showing voltage and amperage. Toward the bottom, three digital readouts, side by side, which are unlit.

MONDAY: It better work. If it doesn't, we'll probably only have time for him to give us their powers by injection. We won't have enough time for him to give them ours. Let's see if this thing turns on.

She flips the Power switch; the digital readouts light up, all zeroes. Beneath each of them is a different marking: MONTH, DAY and YEAR. Below that, are keypads to enter the values of choice.

MISERY: It's on. There's the transfer switch. What are all these things for? [Points at readouts.]

MALICE: Probably to record the time you did it. There must be someplace for a printout to come out. Monday, did you find any more of the antidote?

MONDAY: No. I was pretty sure we got rid of all of it before. No way is he going to trick us and take our powers away. Hey, I think Keane's here.

WHIP PAN TO: KEANE, COMING THROUGH THE DOOR

Again, camera position will change to focus on Keane or sisters.

MONDAY: Jackson with you?

KEANE: He's waiting outside. I can't stay. I've got all the security arrangements to make.

MONDAY: Well, all right, we'll make this quick. This is the power transfer machine, it seems to work. Better hope so. Have them here at eight sharp. See that nothing goes wrong. If we have to send them back to their side of the wormhole before I get what I want, well, you know what will happen.

KEANE: Yes, Commander.

MONDAY: Are you sure you can't stay for a little while? If this works, we might not see you for a long time.

MALICE: [Sarcastically.] Yeah, Mommy, we thought you could have supper and sleep over. It'll be so much fun! Hey, what am I talking about? I'm staying!

MISERY: [Looking a little sad.] Uh, Malice? You can go if you want, I'll stay.

MALICE: No way, sister, I'm staying!

MONDAY: Malice, if she wants to stay that bad, let her.

MALICE: No!

MONDAY: Great! I can't trust the two of you to do things right, so I'll never get to stay!

The three sisters look like they are about to unload on one another.

KEANE: Girls! No fighting! You need your strength for tomorrow! [To herself.] What am I doing? Them fighting each other is EXACTLY what we need! God help me, but I WILL miss them! I've got to get out of here!

MONDAY: Uh, yeah. Well, we better get to bed. You have a lot to do and you better get some sleep, too. Eight o'clock.

KEANE: Good night, girls.

She turns and camera follows her out the door.

CUT TO: EXT-TOWNSVILLE PRISON-NIGHT

The prison is well lit on the outside.

CUT TO: INT-MAXIMUM SECURITY

CUT TO: POWERPUFFS

Buttercup is lying on the cot to the left, propped up so she can see Utonium. Bubbles is doing same thing on the other cot, Blossom is sitting in the same chair. Night time has made the interior, with its poor artificial light, very dim and full of shadows.

BLOSSOM: Professor, do you know what they intend to do with us?

WHIP PAN to Utonium, still sitting in the chair, but his feet are propped up on the other chair.

UTONIUM: Yes, and they've made a huge mistake. I never made anything that would transfer their powers. Who would want to do such a thing?

BLOSSOM: What did they find, then?

UTONIUM: I never got the chance to test it, but I built a time travel device.

BUBBLES: You made a time machine? What are you going to do with it?

Silence.

BLOSSOM: Professor, what's the plan to stop them? How can we help?

Silence.

BUTTERCUP: Professor? Did he fall asleep?

UTONIUM: Did Admiral Keane tell you the less you knew, the better?

BLOSSOM: Yes, she did say that.

UTONIUM: Well, she was right.

BUTTERCUP: [Leaning toward Blossom, whispering.] I don't like it, Blossom, they act like they're hiding something.

BLOSSOM: Yeah, Buttercup, I don't like it, either.

UTONIUM: I'm sorry, I didn't quite get that.

BLOSSOM: Oh! Sorry, we were just deciding if we should ask you this...

UTONIUM: Go ahead.

BLOSSOM: Uh, it seems kinda like, um, even with everything they did to her, and to you, and everything, that Ms. Keane still loves them anyway.

UTONIUM: She always did. She tried so hard. And I think that's why they ended up making her Admiral; their subconscious desire for a mother. [Bitterly.] They obviously didn't want a father.

BUTTERCUP: Do you hate them?

UTONIUM: Of course I don't! I hate myself for what I did to them!

BLOSSOM: But it's not your fault!

UTONIUM: It is and I have to undo it.

BUBBLES: Professor?

BUTTERCUP: Bubbles, I thought you fell asleep.

BUBBLES: [Slightly peeved.] I don't talk unless it's important!

UTONIUM: Go right ahead, dear.

BUBBLES: Professor, if you could make them over again, would you?

UTONIUM: [Letting out a deep sigh.] For myself, no. I deserve everything that's happened to me. But for everyone else, all those innocent people, yes, I would do it over.

BLOSSOM: Professor, it's been a really long day. We should go to sleep now.

UTONIUM: Yes, I believe you should. One of our days is probably like three of yours, you must be exhausted. I'll see you in the morning.

BLOSSOM: Huh? Three days?

UTONIUM: That's another theory. Parallel universes don't run simultaneously, one is always trying to catch up with another. You are seven years behind us so your days would run faster.

BUTTERCUP: Yeah, Stanley did say we've been gone three days. What happens when we catch up?

UTONIUM: I don't know. It's been said that when all the different universes coincide at the same point in time, that will be the end of time as we know it. Since there may be a thousand, a million different universes; well, it's a question that really can't be answered.

BUBBLES: Wow, Buttercup, a million yous. That would be the end of time.

BUTTERCUP: It'd be the end of somebody!

UTONIUM: Okay, you three, go to sleep.

His chairs scrape on the floor as he gets up and goes to the cot on the far side, where he can't be seen.

POWERPUFFS: 'Night, Professor.

BLOSSOM: [Whispering.] Bubbles, come over here.

Bubbles comes over. Blossom grabs her arm and pulls her over to the cot where Buttercup is laying.

BUBBLES: Hey!

BLOSSOM: Shhhh! Buttercup, move over.

BUTTERCUP: Uh, this ain't our regular bed, y'know, it's a little small.

BLOSSOM: Quiet. We need to talk.

CAMERA follows as all three scramble under the covers, only the whites of their eyes can be seen.

BLOSSOM: Girls, we are in big trouble.

BUBBLES: I know. What were you two whisperin' about before?

BUTTERCUP: We thought it was funny that both he and Ms. Keane won't tell us what they're gonna do.

BUBBLES: Me too, that's why I asked him if he would make them again. I think he's going to!

BLOSSOM: Yes, Bubbles, with the time machine!

BUTTERCUP: You mean he's gonna go back in time and start over? That fixes all their problems. Townsville's back to the way it was, and no more of those three. It's perfect!

BUBBLES: Yeah, perfect. Buttercup, it fixes us, too! We weren't here 12 days ago, never mind 12 years.

BUTTERCUP: Oh, man! I never even thought about that! What are we gonna do?

BLOSSOM: I don't know, but I think he's snapped! Ms. Keane would never go for destroying them. I bet he just came up with that idea. He hasn't seen that machine in years, he prolly forgot all about it until he heard about Monday's idea. Remember, Ms. Keane said they had something planned, and us coming here messed that up. I think he sees no other way out, he's not even thinking about what it'll do to us.

BUBBLES: We can't tell Ms. Keane, what if she really might be in on it?

BLOSSOM: I don't believe she is, but you're right, Bubbles. We don't dare tell her. If we could fly we could just make a run for it and take our chances. But we can't.

BUTTERCUP: So what, then? Tell THEM? They'll never believe us! Besides, when would we get the chance?

BLOSSOM: I have no idea, Buttercup, but you're on the right track. We have to make those girls our friends somehow.

BUTTERCUP: I don't want to be friends with 'em. Just get 'em to listen. Then what? We save their lives and they're still evil.

BUBBLES: [Beginning to cry.] I don't care. They don't deserve to die, an' I don't wanna die, either!

BUTTERCUP: Bubbles, we aren't gonna die! We'll get out of this!

BLOSSOM: Yeah, Bubbles, we always do. C'mon, we've been awake three whole days. We need to sleep. We'll figure something out in the morning.

OFF-CAMERA, a sound is heard coming from Utonium's cell. It sounds like a piece of wood being rapidly dragged across the bars. The Girls jump from under the covers to look. It is too dark to make out faces, but one figure is very short, the other twice that height; they are standing outside Utonium's cell and the taller one is dragging a nightstick across the bars. They are obviously guards.

TALL GUARD: Wakesss up, Professssor, sssomebody wantss to ssee you.

SHORT GUARD: Si, wake up, heh heh.

WHIP PAN TO Girls

BUTTERCUP: Snake and Arturo?

BLOSSOM: Why not?

Sound of the bars sliding open.

UTONIUM: What, at this hour? Who wants to see me this late?

TALL GUARD: That Admiral lady. You musssta really done it thisss time!

SHORT GUARD: Yeah, boss, you in big trouble, heh heh!

UTONIUM: [Looking in at Girls.] Go back to bed, I'll be fine.

The tall guard prods him in the back with his club and the three start down the corridor to their left. WHIP PAN to Girls. Bubbles is standing at bars, looking to her right in the direction Utonium has gone. Buttercup is toward the center rear, sitting on the table with her feet on the floor and Blossom is sitting on the cot where they all were.

BUTTERCUP: What's that all about?

BLOSSOM: Beats me. I-

VOICE: [Off-camera.] Shaddap, youse t'ree an' go ta' sleep. I told youse I'd be back.

BLOSSOM: Oh, hello, Ace.

WHIP PAN to Ace, standing right outside the cell, looking in at them.

ACE: Hey, how'd you know my name, hah?

WHIP PAN TO Girls.

BUTTERCUP: [Coyly.] Oh, we know all you Gangreen boys!

CAMERA angle again changes back and forth.

ACE: Oh, yeah, I hoid about youse an' 'dat udder univoise 'ting.

BUBBLES: Yeah, c'mere Ace, my sister wants to talk to ya'. She thinks you're cute.

ACE: Hah?

BUTTERCUP: [Whispering.] Bubbles!

BLOSSOM: [Starts to giggle.]

BUBBLES: Yeah, she used to date a guy that looks just like you!

BUTTERCUP: [Louder, standing up straight.] Bubbles...

ACE: Whaddaya mean, date? You're just a little kid! What kinda sick piece o' wood'd do a 'ting like 'dat? Geesh!! Now alla youse, shaddap and go to sleep!

Blossom and Bubbles are giggling hysterically, as ACE turns left and heads out of view. CAMERA angle changes to Ace, heading toward camera, peering over his shades.

ACE: [To himself, with a huge smile.] Ace, ya' still got it!

WHIP PAN to Girls. Buttercup is steaming while her sisters continue to laugh. CAMERA ZOOMS in on Buttercup's face as her scowl deepens, then returns to previous position.

BUTTERCUP: [Remembering where she is, unleashes a silent scream.] BUBBLES, I'LL GET YOU FOR THAT!

BUBBLES: [Hands flying to her 'ears', with a look of pain.] Ow, Buttercup, not so loud!

BUTTERCUP: [Startled.] Huh?

BLOSSOM: Yeah, you'll get us in trouble!

BUTTERCUP: But, I didn't- I didn't SAY nothin'. I was only THINKING it!

Both sisters turn to look at her.

BLOSSOM: Buttercup, are you sure? I heard you!

BUTTERCUP: Honest, I only thought it!

Her sisters run to her excitedly.

BLOSSOM: Buttercup, you were right!

BUTTERCUP: Right? About what?

BLOSSOM: About standing up to them!

BUBBLES: Yeah, Plan A, remember?

BUTTERCUP: That's not what I meant! I just thought if we fought it then they wouldn't be able to hurt us. You know, that we'd get used to them. I never meant that we'd be able to do what they can!

BLOSSOM: Try it again! Try it again!

BUTTERCUP: [Silently.] Bubbles, you stink!

BUBBLES: I do not!

BLOSSOM: I didn't hear that one.

BUTTERCUP: I was talking normal and I looked right at her. Lemme try again. [Silently.] Blossom's in love with Harry Pitt!

BLOSSOM: Gross!

BUBBLES: Heeheehee!

BLOSSOM: Bubbles, how did-

BUTTERCUP: I was concentrating on both of ya'.

BLOSSOM: Cool, you can aim it! We should practice and see if me and Bubbles can do it, too!

BUTTERCUP: If we all can, it just might be our ticket outta this mess!