CUT TO: INT-LABORATORY

CAMERA PANS, POV the main doorway, to show a large room with worktables along the far and right walls, cabinets above and below; the tables hold an assortment of objects, including flasks, beakers, racks of test tubes and other typical items you would find in a lab. In the center of the room is a shorter table, with drawers below; on this rests the power copier/time machine plus some other unidentified electronic equipment. A stool is tucked away underneath. Along the left wall sit three hospital gurneys. The room is in the basement, there are three oblong windows along the right wall that are roughly three feet wide and two feet high; just below the ceiling (ground level). They let in some natural light, racks of flourescent lights suspended from the ceiling provide the rest. There is a door, presently closed, off the laboratory into an unseen area, this door is in the same wall as the main doorway but almost at the right wall. In the left center of the room, facing the door, stand, left to right, Malice, Monday and Misery; all wearing jumpsuits similar to the ones they had on the day before.

MONDAY: All right, showtime! I want to keep a very close eye on the dear Professor, just in case. Who wants to do the interrogating?

MISERY: Me! That Buttercup's gonna give us the most trouble. I'll fix her.

MALICE: Yeah, she acts almost as if she likes it.

MONDAY: Well, we won't waste too much time. We'll know soon enough if they know anything.

MALICE: Here they come!

CAMERA angle changes to evil sisters POV of main doorway; the door is open. Shadows appear on the wall outside the door, then Bubbles, then Blossom and Buttercup enter and move to the right, to stand several feet out from the wall. Utonium and then Keane enter and take a few steps forward before stopping. Keane is carrying the case she removed from the cave the night before.

MONDAY: Shut the door and lock it. What's that, Keane?

KEANE: [Turns and carries out the order.] It's some alchohol and chemical agents, in case we have to go the injection route. Anything in this lab is too old.

CAMERA angle changes to POV to the right of door, showing the two sets of girls facing each other a few feet apart to camera left. The Powerpuffs' backs are to the camera. Utonium walks toward the table that holds the machine, turns and faces camera. Keane lays the case on the table, then stands to Utonium's right and closer to the camera.

UTONIUM: Nice to see you again, girls. But if you expect me to help you, these will have to come off. [He nods, indicating the shackles.]

MONDAY: Why, of course, Daddy; how thoughtless of us! Keane, get them off so he can get that thing going. Oh, it better work, too.

UTONIUM: [To himself.] Oh, it better! Twelve years is a long time. I need a little time here to check some things. I hope they give it to me...

Keane steps over, removes the shackles and puts them on the worktable. Utonium, with back to camera, pulls the stool out from underneath, sits down and begins to play with the machine. Unseen by anyone but the camera, he opens a drawer and pulls out a small, flat, dark colored object and slides it into the right sleeve of his prison shirt.

NOTE: Camera angle will change back and forth here from Powerpuffs to evil sisters.

MISERY: [Looking at Buttercup.] Well, good morning! I see your beauty sleep was a total waste of time.

MALICE: But don't worry. Especially you, Blossom. You're gonna get the Powerpuff makeover, courtesy of me.

MISERY: [Waving her hand back and forth in front of Buttercup's face.] Hello? Anybody in there? What'sa matter, no smart remarks today?

MONDAY: Maybe we fried their brains a little too much. Get on with it, Misery.

MISERY: Okay, you. You're going to answer some questions or else.

BUTTERCUP: [Silently.] Whaddaya ya' wanna know?

MISERY: [Eyes registering surprise.] What? You just-

BUTTERCUP: [Silently.] Shhhh! Not out loud! Don't look so surprised. I've been practicing. Now, what do you want to know? I'll tell you everything. And it's not good.

MISERY: [Silently.] I don't believe it! Them, too?

BUTTERCUP: [Silently.] No, just me. Tell your sisters we are all in BIG trouble.

MONDAY and MALICE: [Silently.] We're listening.

BUTTERCUP: [Silently.] In a minute. Misery, if you don't start asking questions, out loud, Keane's gonna get suspicious. I'll tell you what's happening, but we have to make it look good. Pretend you're bombing us with that mind stuff and we'll act like you're killing us. Just don't hurt my sisters, got it?

MONDAY: [Silently.] Buttercup, you talk to me. Misery, get going.

BUTTERCUP: [Silently.] Girls! Blossom, answer Misery, and then you and Bubbles pretend your getting killed. They won't hurt you.

CAMERA now focuses on either Monday or Buttercup. In the background will be heard Misery's mumbled questions and the screaming act put on by Bubbles and Blossom as Misery and Malice pretend to attack. A quick cut over to Keane and Utonium will show their distress.

BUTTERCUP: [Silently.] Monday, listen to me good. We don't like you and if we get out of this we'll find a way to stop what you've been doing to these people. But if we don't help each other right now we're all dead!

MONDAY: [Silently.] Why should I believe you?

BUTTERCUP: [Staggering backwards in mock agony in response to the 'attack'.] AGGGGHHHH!! [Silently.] Don't and find out! That thing he's got won't give you our powers! It's a time machine and he's gonna use it to go back to before he made you and start all over! He's gonna wipe you out and us along with you! They were gonna do something else to stop you until we got here. He never expected to ever get back into this lab but when he found out what you were after he remembered about the time machine.

MONDAY: [Silently.] So, Keane's betrayed us all this time? I don't believe you! This is a trick!

BUTTERCUP: [Silently.] Listen, stupid! I don't wanna be a never was and that's what's gonna happen if you don't wake up! We were with Keane until we found out she's with him!

MONDAY: [Silently.]: So, what, then?

BUTTERCUP: [Acting some more.] AAIIIEE!! [Silently.] If we aren't ready when he says the machine is all set, it's too late. First, get us out of these cuffs. When I say so, you guys hit Keane as hard as you can. It should distract both of them long enough for us to get over there and use these cuffs to wreck the machine. Keep your faces turned away so she can't see you.

MONDAY: [Silently.] Malice, Misery, you hear that?

CAMERA angle changes to show everyone.

BOTH: [Silently.] Yeah.

MONDAY: Ah, you three are worthless! Keane, get them over there with you and get those cuffs off. They aren't going anywhere. Oh Professor? How much longer?

UTONIUM: Just another minute or so.

The Powerpuffs shuffle over to Keane, who meets them halfway and starts removing cuffs. When Buttercup's and Blossom's are off...]

BUTTERCUP: [Silently.] Monday! Power up! Bubbles, Blossom, when they turn this way, move!

Evil sisters work their emotions into a frenzy. Just as Keane removes Bubbles' last shackle and she straightens, Monday and her sisters turn and unload on Keane. The Powerpuffs quickly stoop to pick up a cuff apiece. Keane sees the attack coming, and instead of reeling in pain, she looks angry. She grabs Bubbles and Blossom by their collars and they are jerked backward, expressing shock.

KEANE: Professor, look out!

Utonium turns to see Buttercup lunging upward to get a shot at the machine. He backhands her across the face, knocking her to the floor and the cuff in her hands goes sailing off camera. As Bubbles and Blossom squirm, Buttercup calls out while getting to her feet.

BUTTERCUP: [Silently.] Stick a fork in us, we're done.

Keane looks across at the evil sisters, who are shocked at Keane's non-reaction and now look not evil at all but like three frightened little girls.

KEANE: Yes, girls. I've been waiting a long time for this day. You can't hurt me anymore.

She looks down in fury at the Powerpuffs.

KEANE: And as for you!

BUTTERCUP: [Firing a hand up at Keane in anger.] You think we're gonna sit here while you try to kill us?

KEANE: KILL you? Are you CRAZY? We're trying to SAVE you!

MISERY: No! He's gonna kill all of us with that time machine!

Utonium jumps up from the stool suddenly suddenly, as if awakened by Misery's words, and moves toward the table.

KEANE: TIME machine!

POWERPUFFS: [Pointing at the other three girls.] He's going back to make them all over again!

Keane turns to look at Utonium, who has turned to face her. He has a trance-like expression on his face. Monday and her sisters are hugging each other, crying and shaking.

MONDAY: We don't wanna die!

KEANE: Professor?

She lets go of Bubbles and Blossom, and they along with Buttercup run across to Monday and her sisters.

Utonium slides the object from his sleeve into his hand. It looks like a remote control device.

UTONIUM: I'm sorry, Sandy, it's the only way.

KEANE: NO!

She turns and runs to the six girls, coming around behind them with her arms outstretched, kneeling and folding them into her arms, like a mother hawk protecting her chicks with her wings.

KEANE: NO! I won't let you hurt them!

From off-screen to the right comes a loud crash and a laser beam. The beam vaporizes the remote in Utonium's hand and a second turns the time machine into a smoking piece of junk.

VOICE: [Off-camera.] Nor will I, Professor Utonium; therefore, you will be stopped by me!

Everyones' mouths form the O of surprise. WHIP PAN to a short, powerfully built SECURITY CREWMAN, whose head looks too big for his body. He stands slightly to the right of the doorway which is in the far side of the lab. The smashed door is hanging by one hinge. In his right hand, he is holding a phaser rifle.

CREWMAN: You will not destroy them, Professor.

WHIP PAN to others. Utonium sags to a sitting position on the stool and buries his face in his hands.

KEANE: Who ARE you?! Wait, your voice...

The Powerpuffs break free and run to a few feet from the crewman to stare at him.

BLOSSOM: I know that voice...you're Jojo!

BUTTERCUP: Mojo?

BUBBLES: Jojo?

KEANE: Jojo! What are you doing here?

WHIP PAN TO Jojo, who removes the facial disguise, revealing his true self.

JOJO: I was alerted to your plan to use the time machine, Professor, therefore I knew about it. If turning me back into a chimpanzee was the only price to pay for erasing the last twelve years, I would gladly pay it. But I cannot let you destroy them because of what we did to them. Or these three brave little girls who have saved us.

UTONIUM: [Sobbing.] I-I'm so sorry! I didn't think- I couldn't-, oh, what have I done?

JOJO: Professor Utonium, there is no time for that, you must administer the antidote.

EVIL POWERPUFFS: [Looking up at Keane.] Antidote?

KEANE: Yes. You will not hurt anyone else.

EVIL POWERPUFFS: [Pulling away.] We never wanted to!

MONDAY: [Looking at Utonium.] We just wanted to be normal like everybody else but you made us into FREAKS!

The Powerpuffs turn and run over to them.

BUTTERCUP: You guys aren't freaks! I'm sorry I called you that, I didn't mean nothin'!

BLOSSOM: You look like us, and we're not freaks.

BUBBLES: Yeah! But if you want to be normal, you have to stop bein' bad!

MALICE: But there ISN'T any antidote, we broke it all!

KEANE: Girls, we have some.

JOJO: I managed to...acquire some before you destroyed the rest.

MONDAY: Then hurry up before I change my mind!

BUTTERCUP: Monday, listen to me!

MONDAY: What is it, another trick?

KEANE: Buttercup, what are you doing?

BUTTERCUP: Ms. Keane, they need to know this. It's not a trick, but the antidote's only going to make you stop being evil. You're still gonna look like us. But we know how to fix that if you want to. We know what our Professor forgot and he told us we can have it anytime we want so we can grow like other kids.

UTONIUM: [Sitting up sharply.] What? What was it?

POWERPUFFS: Yeast! ¹

UTONIUM: [Slapping his forehead.] What an idiot!

MISERY and MALICE: Then why didn't you take it?

BLOSSOM: We're perfectly happy being the way we are, aren't we, Girls?

BUTTERCUP: Except for one thing. You guys are lucky, you have something we don't.

BUBBLES: [Sadly.] Yeah, a mommy.

UTONIUM: [Standing and looking at the evil 'Puffs.] And a daddy, too, if you still want one. Will you forgive me?

The evil sisters look up at Keane questioningly as Utonium watches anxiously.

KEANE: What do you say, girls?

MONDAY: What's gonna happen to us? Everybody's gonna want to get even!

KEANE: We'll deal with it, together.

EVIL POWERPUFFS: Ohhh, okay!

Utonium jumps off the stool to go get the case with the antidote, and hurries over. Keane stands up and steps back from them, then she and the Powerpuffs cross to stand near Jojo.

Utonium opens case, pulls out a vial and a hypodermic needle.

UTONIUM: Now this won't hurt a bit, I promise...

WHIP PAN to Keane, Powerpuffs and Jojo.

JOJO: Powerpuff Girl Bubbles, I owe you a debt of gratitude for saving all of us.

BUBBLES: I saved the day!

Her sisters look at each other as if to say 'How?'

KEANE: Jojo, how was she able to alert you from prison?

BLOSSOM: Bubbles, I thought I heard you talking to somebody. Was it you, Jojo?

JOJO: No, two of my associates.

BUTTERCUP: [Frowning.] They didn't happen to be squirrels, did they?

Bubbles giggles.

BLOSSOM: Bubbles! If we lost our superpowers, how did you do that?

BUBBLES: I dunno!

BUTTERCUP: Who cares? It worked, didn't it? Hey, Jojo? How did you get the antidote?

He points behind him through the smashed doorway.

JOJO: I was much quieter that evening and didn't make as much noise.

BLOSSOM: You may be good, Jojo, but you sure talk like our Jojo.

JOJO: [Grinning.] Ah. You must mean my repetetive manner of speech whereby I reiterate, repeat and restate the same thing over and over again. I do that because it is in the nature of chimpanzees to do such a thing, and I am one. I would like to know more about my evil twin, but since you cannot stay here, you must be returning to your home.

KEANE: Girls, Jojo has an idea about your superpowers. He thinks the girls ought to still get them from you, if it's possible.

JOJO: Monday is right, you know. They will have many enemies and other people who do not like them.

BLOSSOM: If they aren't evil anymore, I think they should.

BUTTERCUP: Yeah, this place really needs cleaning up!

BUBBLES: They're gonna be awful busy...

KEANE: We have to get you back home very soon. Do you think you could teach them in what little time we have?

BLOSSOM: Do you have holodecks on the ships?

KEANE: Yes!

BUTTERCUP: All right! I need some action!

BLOSSOM: Buttercup! Yes, Ms. Keane, we can teach them.

JOJO: Keane, I must go. Contact me as soon as your situation on the ships is stable and you are free to make contact. Have a safe journey, Powerpuff Girls.

He turns and goes through the doorway, pulling the broken door shut behind him.

BUTTERCUP: Geesh. Mojo would blow a gasket if he ever ran into THAT guy!

BLOSSOM: If those two ever had a conversation, Mojo'd never have TIME to cause trouble!

The three girls break into laughter.

KEANE: Girls! If WE don't use our time wisely, WE'RE the ones in trouble. Now, let's see if the antidote worked.

CAMERA PANS on them as they walk back to Utonium and girls. Keane and Girls are surprised to see him holding all three of them in his arms. They look very different. Their hair is the same but they otherwise look identical to the Powerpuffs. Their original eye color has returned. The older look on their faces is gone and they look as if they could be five years old instead of twelve. They and the Professor are smiling but wiping tears. Keane takes them in her arms and hugs them.

MONDAY: We're sorry, Mommy.

KEANE: Monday, I'm afraid I'm going to need you to be your old self for a little while longer.

EVERYONE ELSE: Huh?

KEANE: Girls, we don't have much time, so please just listen. First, Blossom and her sisters have decided that you should receive their superpowers and they will teach you how to use them.

FORMERLY EVIL POWERPUFFS: Yaaaay!!

KEANE: Don't get too excited yet. Girls, there are many people you gave authority to that aren't going to like having it taken away. There may be fighting and we are going to need you. Once we take care of that, there is going to be one big mess to clean up. Professor, we should have everything you need in the science stations onboard the ships. We are beaming aboard the Misery, Captain Stewart's ship. We will head through the wormhole to get things in balance and work on your training with whatever time we have. We can't afford to stay there for too long, either. [She taps her comm badge.] Keane to Stewart.

STEWART: [Off-camera.] Yes, Admiral?

The Powerpuffs' eyes go wide as the rich baritone voice reaches their ears.

BUTTERCUP: Is that...?

Malice and Misery watch with amusement the amazed reactions of Utonium and the Powerpuffs to the following performance:

KEANE: [Nodding.] Prepare to beam eight directly to the science station on my mark. When we arrive, take us to the wormhole, full warp. Prepare one of the shuttles that can handle re-entry. Keane out. [Tapping comm badge.] Keane to Chief Jackson.

JACKSON: [Off-camera.] Here, Admiral.

KEANE: Go! [She turns to Monday.] Monday, right now, contact Smith and relieve him of command and give it to Thomas. Now!

MONDAY: [Tapping her badge.] Monday to MONDAY.

CUT TO: INT-BRIDGE OF USS MONDAY

Captain Smith is standing in front of his command chair. First Officer Thomas is standing to his right. Behind them, a group of security personnel led by Chief Jackson come into view and approach, phasers drawn.

SMITH: Smith here, Commander.

MONDAY: [Off-camera.] Is Thomas with you?

SMITH: She's right here.

He turns his head around to the right to see the approaching crew.

SMITH: Hey, Chief, who called you to the bridge? What the...?

MONDAY: [Off-camera.] I did, Smith. There's a security leak aboard your bridge. Do you have your phaser?

SMITH: Yes.

MONDAY: [Off-camera.] Will you please hand it to Captain Thomas? You are hereby relieved of command and you are under arrest.

Smith and Thomas both look surprised, then Smith looks angry. Instead of handing the phaser over, he whirls and fires it blindly at Jackson's group, missing. Thomas draws her phaser and presses it into the back of Smith's neck. In the meantime...]

WHIP PAN to the far side of the bridge, with officers at their various stations; as two of them draw their phasers and fire toward camera left at the unseen security contingent. They are immediately felled by return phaser beams.

KEANE: [Off-camera, anxiously.] Chief, report!

WHIP PAN to Smith, facing camera, being draggged away by several crew as the two defenders of Smith are also being led away. Thomas is standing about where she was, Jackson standing to her right.

JACKSON: Everything's under control, Admiral. Smith and two others are in custody.

SMITH: [Voice fading away.] I'll get you for this, Keane! You haven't heard the last of Harold Smith...

CUT TO: INT-UTONIUM LABORATORY

Everyone exhales with relief.

KEANE: [Tapping badge.] Great work, Dave! Captain Thomas, take your orders from Shatner, and congratulations, Captain. Dave, find the Girls' suits, helmets and everything else they had with them and beam it all over to Stewart's ship. Keane out. Keane to MISERY.

MALE VOICE: [Off-camera.] Shatner.

BUTTERCUP: Him, TOO?

KEANE: Bill, we did it!

SHATNER: Thank God.

KEANE: Patrick is taking us out. Keep an eye on things while we're gone, eh? Oh, by the way, Smith is history.

SHATNER: Yessss! Hurry back, Sandy, I'm too old for this.

KEANE: All right, Girls, Professor; let's go!

She holds her arms outstretched as if to gather them all in. When they are in a tight circle, she taps her badge again.

KEANE: Keane to MISERY. Lock on and energize when ready.

After a few seconds' wait, the transporter lines appear and they are gone.

FADE TO BLACK