CUT TO: INT-TOWNSVILLE PRISON-NIGHT

CAMERA PANS on a small, windowless room. Keane is standing in the center of the room, next to a chair; in front of her, a table, and another chair, facing away from camera. On the table is a speaker phone. The source of light can't be seen. WHIP PAN to doorway of the room, door is open to the corridor outside. Suddenly, Utonium is standing in the doorway and is propelled into the room by a shove. Behind and following him in are SNAKE and LITTLE ARTURO, both wearing prison guard uniforms. WHIP PAN to side angle view.

KEANE: Well, Professor. You were warned not to speak to our new guests. What's your excuse?

UTONIUM: I-I-I-I...

KEANE: You two can go. I'll call you.

SNAKE: Yessss, Ma'am

Snake and Arturo exit, closing the door with a heavy thud. Keane pulls a device from her trousers pocket, similar to the one Jackson used on the shuttle, and sweeps the room with it. Near the speaker phone, it beeps once. With a frown, Utonium reaches over, picks the phone up, pulls the back off. He probes briefly with his fingers, pulling out and holding up to the light a small, round dark object. Also frowning, Keane takes it from him, drops it on the floor and crushes it with the heel of a boot while Utonium replaces the back of the phone and sets it on the table. Keane quickly sweeps the room a second time, then puts the scanner back in her pocket. Keane and Utonium look at each other briefly, then step forward and embrace, blocking the table from view. Keane pulls away, and sits in the chair to the right, then Utonium pulls out the opposite chair and sits.

CAMERA MOVES IN SLOWLY until they are seen from the table top up. Their hands rest on the table. Seeing Utonium's sad, tired look, Keane reaches out and takes his hands.

KEANE: Oh, Professor, I'm so sorry.

UTONIUM: Sandy, why did you bring them here?

KEANE: [Looking down.] Monday thought it was time for some more payback. [Looking at him.] Professor, I don't have much time. I still have to meet Jojo to pick up the antidote and go over the final security details with our people on the ships. I'll be back at 7:30 tomorrow to pick you and the Girls up...Professor?

UTONIUM: [To himself.] It's much too late for the antidote...who will replace them? Sandy, Jojo and the others will do their best, but Smith and those like him won't give up their power so easily. It'll be civil war, and that will be my fault, too. No, this is the only way. [Aloud.] Oh, yes, of course, the antidote. 7:30, you said?

KEANE: Are you all right?

UTONIUM: Well, I tried to prepare myself, but...did you know they've gone the equivalent of three of their days without sleep? What must their world be like?

KEANE: Monster attacks and evil creatures trying to destroy them.

UTONIUM: Yes, they told me quite a bit. I look at them and wonder how I could have been such a failure?

KEANE: [Pulling away sharply.] Professor! Stop that! In a few hours, this will all be over. You'd better go get some sleep.

UTONIUM: I'm sorry, Sandy, you're right. Tomorrow, we can undo the last twelve years...

CUT TO: INT-POWERPUFFS' JAIL CELL-NIGHT

Moonlight coming through the small window provides shadowed glimpses of the three Girls huddled together on the cot on the left. CAMERA ZOOMS in on, left to right, Blossom, Buttercup, Bubbles.

BLOSSOM: [Wearily.] It's no good, guys, I can't do it.

BUBBLES: [Hanging her head.] Me either.

BUTTERCUP: Aw, that's okay, you'll get it. We can work on it tomorrow.

BLOSSOM: No, Buttercup. We can't do it. You saw how we couldn't fight them as good as you.

BUTTERCUP: You guys have to be able to do it!

BUBBLES: Why, Buttercup? Now we know what your 'neek power is!

BUTTERCUP: [Visibly upset.] No! I don't want it! I might hurt somebody! [Starting to cry.] I'm turning into them! I don't wanna be like them!

BLOSSOM: You're not like them.

BUTTERCUP: [Sobbing.] I am too! I'm turnin' evil!

BUBBLES: You are not!

BLOSSOM: Yeah, Buttercup, snap out of it. We need you! You're our only way out of this mess.

BUTTERCUP: Me? How?

BLOSSOM: All right, girls, listen up...