CUT TO: EXT-TOWNSVILLE PRISON-EARLY AM

CUT TO: INT-POWERPUFFS' CELL

CAMERA QUICKLY PANS from left to right, showing Blossom and Buttercup sound asleep on the bed on left; Buttercup's head toward the camera, Blossom's toward the rear. Bubbles is asleep on the opposite side cot.

CAMERA STOPS and ZOOMS on Bubbles' face. The early morning sun coming through the small barred window casts a horizontal shadow on her face. An object suddenly moves into that shadow. Bubbles opens her eyes partially, closes them, then opens them wide in surprise, her mouth forming an O. WHIP PAN to, and ZOOM on window. Sitting on the ledge outside is a SQUIRREL. It seems to be looking in.

BUBBLES' POV. She looks to see if her sisters are asleep. WHIP PAN TO side angle shot of Bubbles, tiptoeing right to left toward the window, quietly picking up a chair along the way. She puts the chair down, gets up on it but still has to look up at the squirrel. It doesn't flinch. She looks quickly toward camera (where her sisters are sleeping), then at the squirrel.

BUBBLES: Chee Chee?

The squirrel's eyes open wide and it runs away.

CAMERA CLOSE UP on Bubbles' disappointed face, then she looks surprised as the shadow of a squirrel crosses it.

BUBBLES? POV. Two squirrels are sitting there. They look at each other and then at Bubbles.

SQUIRREL #1: [On left.] Chee chit-chit-chee chit?

SQUIRRELS' POV. Bubbles' eyes go wide.

BUBBLES: Chitta-cheechit!

NOTE: Camera again switches back and forth.

SQUIRREL #2: Ch-chit chee chatta-chit?

BUBBLES: Chitty!

BOTH SQUIRRELS: Chee chee chee!

CAMERA pulls back to show Bubbles gesturing at herself, and in the direction of her sisters. The conversation can't be heard. QUICK PAN TO show Blossom opening her sleepy eyes part way, then closing them again. PAN BACK TO Bubbles, still conversing.

BUBBLES: Chatta cheety chit chit chee ch-chitta chee?

SQUIRREL #1: Chit-chee-chitta-chit. [Looks at Squirrel #2.]

BOTH SQUIRRELS: Cheeya!

They disappear from the ledge. CAMERA pulls back to show Bubbles stepping down from chair. She turns and walks back toward camera.

WHIP PAN TO her sisters. Without opening her eyes...

BLOSSOM: [Sleepily.] Bubbleswhoyatalkinto?

WHIP PAN TO Bubbles, climbing back into bed.

BUBBLES: [Smiling.] Uh, nobody.

FADE TO BLACK

Bubbles' eyes, from her POV, close.

FADE IN

Bubbles' eyes open to the sight of Buttercup and Blossom standing over her, shaking her awake.

BLOSSOM: Bubbles, wake up!

BUBBLES: Huhwah?

BUTTERCUP: Come on, Bubbles! Hurry up! They're coming back to get us any minute!

Her sisters step back as she swings her legs out and sits up, and her eyes move toward Utonium's cell, which is empty. Buttercup shoves a bowl of something in front of her.

BUTTERCUP: They got him already. Here, eat this slop.

WHIP PAN to shot from rear of cell. Bubbles takes the bowl, making a face.

BLOSSOM: It's all we're getting, Bubbles. Move it!

As Bubbles shovels it down, Keane and one guard approach from right and stop in front of the cell. The guard is holding three new sets of arm and leg shackles in one arm and touches open the cell door.

KEANE: Good morning, girls. I hope you got some rest. Same drill as yesterday, no tricks, got it?

BUTTERCUP: [Silently.] Hey, guys. After he went to see her last night, you still think she's our friend?

Her sisters shake their heads, no.

KEANE: No? What don't you get?

BLOSSOM: Sorry, Admiral, we get it. We're still asleep.

KEANE: Well, wake up and let's get these things on.

Guard enters cell with shackles.

CUT TO: EXT-PRISON YARD-MORNING

Side angle shot of shuttle with both hatches open. Utonium is standing, shackled, between two guards, about ten feet right of the shuttle. In the open space between, a door of the building opens and the Girls, left to right, Bubbles, Buttercup, Blossom; with Keane and the guard behind them, walk toward camera.

GUARD #1: [On right.] Yer two weeks ahead of schedule, Professor. They must have somethin' really special to show ya', heh heh.

Keane's group arrives, between Utonium and the craft. The guards gape at the Powerpuffs.

BUTTERCUP: [Glaring back at them.] What are YOU lookin' at?

KEANE: [Sharply, shoving Buttercup toward the open hatch.] That'll be enough of THAT.

They walk the few feet to the shuttle, Keane picks them up one at a time and sets them inside.

KEANE: Get back there, sit down and shut up.

Utonium walks over to shuttle and climbs into right front seat, Keane shuts hatch, walks around front and gets in other side, calling out to the three guards.

KEANE: You'll be notified when they're returning.

Keane shuts hatch, the engines come to life and the shuttle lifts off, up to the right. Camera angle changes to show the backs of the three guards watching it shrink into a speck in the sky.

GUARD #2: [Center.] What the heck?

GUARD #1: [Right.] I hate those night shift guys. They never tell us nothin'.

CUT TO: INT-SHUTTLE

CAMERA POV from front, slightly off center so that all five occupants are seen.

KEANE: [Looking back at them via mirror.] You're awfully quiet this morning. Look, don't take the rough treatment personally, I explained all that-

BUTTERCUP: Yeah, we know. What we want to know is why you won't tell us what's gonna happen?

KEANE: Because they are even more paranoid than they are...persuasive. We can't risk having them find out anything by torturing you.

BUTTERCUP: [Silently.] Oh, Blossom, what do I do NOW? How do we argue with that?

BLOSSOM: [Forgetting and answering Buttercup.] We don't. [Realizing her mistake.] I mean, we don't like standing around doing nothing. This affects us, too! We have a right to know!

KEANE: Look, Blossom, you said so yourself yesterday, you're the perfect excuse to get Professor out of jail and into his laboratory. The rest of the plan was in place before you came and you don't need to know it. Just be good little decoys and stay out of the way.

BUTTERCUP: [Silently.] Isn't a decoy a sitting duck?

BUBBLES: Ms. Keane? Do you really think they're gonna try to make us talk?

UTONIUM: I'd say you can count on it.

BUTTERCUP: [Silently.] You hear that, guys? We don't hafta worry about trying to contact 'em! They're gonna do it for us!

WHIP PAN to aerial shot looking down on shuttle as it passes over Townsville and descends toward the suburban armed fortress that is Utonium's former home.

BUTTERCUP: [Off-camera.] Whoa...they turned the place into a fort!

BLOSSOM: [Off-camera.] Uh, Admiral, even if you're successful, how are you going to get past that army?

KEANE: [Off-camera.] You'll see.

The shuttle carefully touches down on the pad and the engines wind down. Armed men on the ground inside the walls surround the craft while men on the walls and ground scurry around looking like ants from this distance. CAMERA angle changes to inside shuttle, POV from rear. Keane and Utonium turn to face Girls; Keane is about to speak.

MONDAY: [Off-camera.] Keane! It's 8 o'clock! Where are you?

KEANE: [Turns back to touch control console.] We just landed. We're on our way...