(Opening shot: the city skyline as it might appear if it were carved in stone.)

Blossom: (from o.c.) The city of Townsville...

(Pull back. The view is part of the stonework on a clock tower.)

Blossom: (from o.c.) ...could be in grave danger!

(Pull back farther. Now the girls are seen floating in the foreground.)

Blossom: And we've only been given two minutes to solve this riddle!

Buttercup: Okay, okay. What's big and yellow with 65 eyes, traveling the city to meet its demise?

(They begin thinking as rumbling footsteps are heard. Behind them, a huge yellow creature moves across the screen, roaring as it goes. Its lumpy body is studded with dozens of eyes. The realization sinks in after a moment, and they go after the beast, which has already gone to work destroying buildings. Each girl lands a blow to one eye, with shots of the ticking clock following each attack, after which they regroup and make one last charge. The screen explodes from the impact; when it clears, the monster collapses to the pavement. Pull back down the street as Blossom and Buttercup fly into view in the fore. Bubbles appears in the background and flies back and forth over the carcass.)

Blossom, Buttercup: (high-fiving) Yeah!

Blossom: That was easy.

Buttercup: And with 45 seconds to spare!

Bubbles: (calling to them) Hey! This guy only has 60 eyes!

(Her words catch them by surprise. Cut to her as they fly up on either side.)

Buttercup: Liar!

Bubbles: Then count 'em.

Buttercup: (zipping about, ticking off eyes) 1, 2, 3, 4, 5...58, 59, 60...Blossom, she's right! (Cut to Blossom.)

Blossom: If that's not it, what could it be? (A school bus drives behind her.)

Bubbles, Buttercup: (pointing) The school bus is big and yellow!

Blossom: Let's go! (They zip away.)

(We see an overhead view of them in flight, then a close-up of the bus's passenger-side windows, filled with kids. The girls' reflections are visible in the glass. As Blossom speaks, the camera pans ahead of them toward the front, putting them out of view.)

Blossom: There are 32 kids on board; that makes...64 eyes. (Stop on the driver.)

Buttercup: (from o.c.) But with the bus driver, it makes sixty...

(He turns to the camera, revealing a patch over his left eye.)

Bus driver: Hi, girls! (Pull back to show them and the bus. There is no road under it.)

Girls: ...five!

(The bus plunges out of view, its occupants screaming all the way down, and the camera pulls back to show that it has just driven off a broken bridge and is on its way to the water, heading for a quick demise. A quick close-up of the top of the clock, its second hand ticking toward 12, then back to the girls.)

Blossom: Three seconds!

(They dive for the bus and catch it just above the water's surface, carrying it to safety. Back to the clock as the second hand completes its circuit. The girls lift the bus into the air in front of it and set it safely down on the street, then regroup in midair, smiling proudly. What they hear next startles them out of their celebration in an instant.)

"Him": (from o.c., effeminate voice) Congratulations!

(Now on the ground, they look up and find that his face has replaced the clock's, with the hands still in place.)

"Him": One down, eight to go. And remember, you must solve these riddles within the time limit. (to evil voice) Fail in any respect and the Professor and (Y/N) will pay!

Buttercup: You tell us where the Professor and (Y/N) is, "Him"!

"Him": (effeminate voice) Ah-ah-ah. You've brought joy to the people for so many years. Now to their eyes, you must bring tears.

(His face fades away and is replaced by the clock's. Zoom in on the second hand, passing 6.)

"Him": (evil voice-over) You've got two minutes!

Buttercup: That's easy! (She zips away.)

(Cut to an old man using a walker to make his way down the street. She deals him a flying kick, causing him to groan and a tear of pain to trickle from his eye. This gives way to a fit of crying.)

Buttercup: One down, 10 million to go!

(Now she flies up to a baby carriage. Reaching in, she snatches up a rattle and makes its owner start bawling over the loss. Bubbles, meanwhile, has approached a Marine in full regalia: uniform, buzz cut, rows of medals, sword at his belt, totally deadpan expression.)

Bubbles: My puppy's lost!

(Her "dilemma" has no immediate effect except to draw his gaze, but after a long moment, he reacts as he starts sobbing and she walks away happily.)

Marine: Dear, no!...Why?...WHY??

(Cut to the girls. Buttercup catches a woman with a series of kicks, while Bubbles sits by a baby.)

Blossom: (uneasily) I don't know if this is the right way to do this.

Bubbles: (to baby) Your puppy is lost!

Buttercup: (knocking woman down) You're right. It'll take too long. (The clock ticks on. Cut to Blossom.)

Blossom: There's got to be another way! (Pull back; she is floating over a puddle in the gutter.) Think. Think!

(A car speeds past her, splattering the puddle over her. She is left with water dripping from her hair bow and running down her face. The latter gives the illusion that she has been crying. Bubbles is still with the baby, who is now actually crying.)

Bubbles: Blossom! What has to your eyes brought tears? (Blossom wipes her face and looks at her wet hand.)

Blossom: That's it! To the lake! (She takes off. Her sisters follow.)

(Cut to them in flight.)

Blossom: "Him" didn't say to make tears come from their eyes, but to bring tears to them!

(They fly to a lake and stop just above its surface. Blossom hits the water with her eye lasers. Bubbles and Buttercup follow her lead, and bubbles start to rise. A moment later, the lake is completely empty and a huge dark cloud floats in midair—all the water has boiled off. Now they fly up to the cloud and start blowing, pushing it toward the city proper. Cut to one street, where people are going about their business. The view darkens and thunder rumbles overhead. They look up and find the cloud moving in to hide the sun. Pull back over the city as the girls fly into the darkness. Cut to them inside the cloud.)

Buttercup: Now what?

Blossom: (rubbing her hands together) A little static electricity!

(Sparks fly from her hands—her lightning power making its first appearance since "Mo Job." Pull back out of the cloud as flashes of lightning appear. In an instant, the townspeople find themselves standing in the middle of a downpour. As they look up happily, rainwater runs down their faces, creating false tears in their eyes. Close-up of the bottom of the clock face as the girls reach into view to do a triumphant three-way high five.)

Girls: (from o.c.) Yeah! (Pull back. "Him" has replaced the clock again.)

"Him": (effeminate voice) Very clever! (The sky clears.) Oh, you got that one without trying—now do this without flying! Go to the corner of Chang and Ching. There on the street, the phone will ring. What then, you might ask? Answer the phone to get your next task.

(Zoom in on the top of the clock as "Him" fades away, replaced by the normal face.)

"Him": (evil voice-over) You've got three minutes!

(Cut to a close-up of a ringing pay phone and pull back in steps. It is on a street corner in the middle of a district that looks very much like Little Tokyo as seen in "Uh Oh Dynamo." Pull back in larger steps until the area is seen in the distance. The phone is still heard during this movement, and the girls are currently on the opposite side of the city.)

Blossom: Three minutes without flying?! (Turn down to the street as they descend.) Come on, girls. Let's run for it! (She gets set to do so.)

Buttercup: We'll never make it! The subway's the fastest.

Bubbles: I like ponies!

Blossom: All right, all right! We're not gonna save the Professor and (Y/N) by standing here. We'll split up. We'll take our own ways. First one there, answer the phone. Go!

(Cut to the phone, still ringing--now an old Chinaman stands near it, taking no notice—then to the entrance to a subway station as Buttercup runs up. Inside, she descends the steps and stops when she reaches the queue. On the next line, pan away from her to show just how long it is.)

Buttercup: (groaning) You gotta be kidding!

(The ringing phone and the Chinaman again, then cut to Bubbles at a bus stop. Hanging behind her is a soda ad showing a young man whose face resembles that of "Him." A bus rolls up, hiding her from view and showing an ad with Stanley Whitfield's picture. When it pulls away, she is gone.)

(The ringing phone and the Chinaman again, then cut to Blossom looking back and forth on the sidewalk. Car horns blare o.c.. Pull back to show the busy street in front of her. A tractor-trailer barrels past, and she races after it, finally catching up and grabbing the rear bumper to hoist herself up. Inside the cab, the driver is minding his own business when she makes her way to the passenger-side window, catching him by surprise.)

Blossom: The city needs your help. (Head-on view of her, now belting herself into the seat, and him.) Get me to Chinatown and step on it!

(He honks his horn, and the camera cuts to a patch of a street near the top of a hill. The rig goes airborne as it clears the summit. (The ringing phone and the Chinaman) Now he finally turns his head to look at it and takes notice of the ringing it is making. Cut to the token booth inside the subway station, seen from the cashier's side. A man hands over his money, receives a token, and walks away, after which Buttercup peeks over the counter to pay her fare. The cashier acts as if this is business as usual.)

(Cut to the turnstile as she runs up, drops her token in, and dashes through. Next, we see Bubbles seated on the bus. A horse's neigh draws her attention to the window; she looks out happily, her face pressed to the glass. Her perspective: a mounted policeman.)

Bubbles: (breathlessly) Pony...

(An intersection, which the truck hurtles through in a screech of rubber and a blast of the horn. It skids o.c., then back into view to take the corner, knocking a parked car flying as it does so. The ringing phone again—now the Chinaman is slowly approaching it—then Buttercup sitting inside a subway car. She looks rather impatient, but her seatmate grins and looks down at her for some moments before speaking.)

Man: Hi...are you Buttercup?

(Close-up of the galloping front hooves of the policeman's horse, then of its waving tail. We hear the animal neighing on the shots, then see a beaming Bubbles in the saddle. Pull back and follow her as she rides down the street faster than the motorists. The ringing phone again—now the Chinaman is closer to it than before—then Blossom and the truck driver.)

Blossom: Hurry! Go through the alley!

(They approach a very narrow alley as the horn honks again. Blossom turns her head from the windshield and throws up her arms to ward off any debris. The screen flashes white to the sound of a sickening crash then cut to the other end of the alley. Two of the rig's tires roll out, and Blossom emerges on foot and runs o.c. Cut to the entrance of a different subway station from the one Buttercup entered. She reaches the street level and keeps running. Head-on view of Blossom, now panting hard as she goes. Buttercup runs in behind her, doing likewise.)

(Cut to two ducks floating on a river, next to a log by the shore. The sound of hooves begins to swell, and Bubbles rides up and jumps the log, startling the birds into flight. All three soar through the air together. When the horse begins to descend, she leaps clear. Back to Blossom and Buttercup, still running, as she drops in and matches them step for step and pant for pant.)

(The ringing phone and the Chinaman again. Now he is reaching up to answer it, but Buttercup dashes in and throws him straight up. Blossom does a handspring to land standing up on her sister's upraised hands. Now the man starts to fall to the ground. Bubbles springs up to do a handstand atop Blossom's hands, catching him on her feet. Through all of this, he has not shown one whit of surprise or shock at being interrupted from answering the phone before they could to get their next riddle from "Him".)

(Close-up of Blossom, sweating profusely. She pulls one hand free and picks up the receiver.)

Blossom: Hello?

(Close-up of the top of the clock as the second-hand passes 12, then back to Blossom, zoomed in slightly to put the rest of the phone completely out of view.)

Blossom: We did it, "Him." Now what?

(Pull back. The phone's body has been replaced by the head of "Him," contoured to match its shape, and the receiver is connected to the end of his beard.)

"Him": (effeminate voice) Well, well. Presidential Fitness Awards all around. (evil voice) Now let's exercise your brain! (effeminate voice) Train A left Pokey Oaks train station at eleven-forty, at a hundred miles per hour. Train B left Norwalk station ten minutes later, at ninety miles per hour heading towards Train A. (evil voice) Where will they collide?

(The girls have now broken their totem pole and are floating next to "Him." Blossom and Buttercup appear wiped out. Bubbles is holding the Chinaman.)

Bubbles: (throwing him o.c.) Math?! I hate math!

Blossom: Bubbles! Think of the Professor and (Y/N)!

(Close-up of the bottom of a clock face as the second-hand passes 6.)

"Him": (from o.c., effeminate voice) You've got one minute!

(Pull back. This one belongs to a second clock tower that Blossom is staring up at. She stands silent for a moment, then pulls out a small abacus and starts to work it. "Him" is gone again.)

Buttercup: Can't you abacus a little faster?!

Blossom: Aba-kiss my foot!

(She goes back to her calculations as the clock keeps ticking.)

Buttercup: Come on, come on!

(More beads are slid back and forth. We see the second-hand sweep along, then Blossom sweating as she works, then the clock once more before the camera cuts back to the girls.)

Bubbles: Hurry, Blossom!

Blossom: I've got it!

Buttercup: You figured it out?

Blossom: (throwing abacus aside) Nope. We're superheroes. Let's just find the two trains and stop them! (They take off.)

[Note: Without knowing the distance between these two stations, the problem cannot be solved.]

(One at a time, we see two trains rolling down the track. The first points left, the second right. Cut to inside the cab of the second train, looking straight out the windshield, as the first one barrels toward it. The engineer takes no notice, however, and the same situation plays itself out in the first train's cab, seen in the same fashion. Cut to outside the second train and follow it as Blossom pulls into view. Bubbles and Buttercup catch up to the first train as it roars along. Back and forth between the two trains again, then cut to a railroad crossing, with its gates up. They start to come down as a car approaches and stops, and the two trains and the girls charge into view, heading toward each other.)

(Head-on view of the car—its driver is Jim, the birthday boy from "Mime for a Change.")

Jim: (angrily) Oh, come on!

(Blossom has now grabbed the front edge of the second train and is straining with all her might to slow it down. Bubbles and Buttercup are doing likewise with the first train. A cloud of dust and steam flies up. When it clears, the three girls are leaning against the grilles of the trains, which have stopped only inches from each other. Pull back. Now they float above the track, and the two engineers honk while the passengers cheer.)

("Him" leans out the door of the first train's cab. He is now dressed as an engineer.)

"Him": (effeminate voice, looking at a pocket watch) Well, girls, you caught these two trains right on time. (His perspective of the watch on the end of this line, then cut to the girls.)

Blossom: We're finished with this nonsense, "Him"! Now, where's the Professor and (Y/N)?

"Him": But I've only just started! In the ear of corn, you will find happiness, joy, and the ties that bind. Squirrels store nuts and birds sing songs, but in the Cave of Eternity, everyone's wrong. (jumping away from the train) On the limb of a tree there's a monkey who's free, and there he will give you something for me. (Close-up of the girls, bewildered. He continues o.c. in his evil voice.) You've got two minutes, forty-five seconds!

(Snap to black.)

(Opening shot: the clock on the first tower, the second hand passing 12, and pull back. "Him" is licking an ice cream cone and enjoying every bit of it. The girls float in front of him and gasp for breath. He is back in his normal attire.)

"Him": (effeminate voice) I can't believe you got that one right! (gasping happily) You got the right flavor and everything!

Blossom: We'd go to the ends of the earth for the Professor and (Y/N)!

"Him": (evil voice, dryly, scowling) Touching.

(As he continues, the camera pans to his other side. Behind him is a tank of bubbling water, above which two women are suspended by their ankles. They are bound from neck to toes. The one on the left wears a big number 1 on her wrappings, while the one on the right is marked 2. Both look exactly like Ms. Keane.)

"Him": (effeminate voice) Now here's something I hope you'll really enjoy! (Zoom in on the Keanes.)

Girls: (from o.c., gasping) Ms. Keane! (Back to them and "Him.")

"Him": Yes'm! (Back to the Keanes, panning from 1 to 2. He continues o.c.) The real Ms. Keane will tell you the truth; the fake one will tell you a lie. (Pull back to frame him.) Discover which is your beloved teacher and she'll be saved.

(Close-up of the tank. Now shark fins are seen circling.)

"Him": (from o.c.) Fail and they both will be dropped into this vat of boiling sharks. (Turn up to the Keanes.)

Keanes: Please save me, girls! (They sound identical as well. Back to "Him" and the girls.)

"Him": You may ask them only one question. So make it count! (looking up at the clock tower, evil voice) Forty-five seconds, go!

Bubbles: This one's easy! All we have to do is ask which one is the real Ms. Keane.

Blossom: Not quite, Bubbles. The one that lies will just tell us she's the real Ms. Keane.

Buttercup: Yeah, don't be stupid, Bubbles. I'll just ask which one wants a knuckle sandwich!

Blossom: Same problem, Buttercup. We need a question they'll have to answer differently.

Bubbles: I know, I know! Let's ask what their favorite color is.

Buttercup: And just where will that get us?

Bubbles: I bet it'd be nice to know.

"Him": (effeminate voice) Not so easy, is it? (Close-up of the clock. He continues o.c.) Time's running out. (Back to ground level.)

Blossom: Ooh, ooh! I know, I know! (flying to Keanes) Ms. Keanes... (Close-up of them. She continues o.c.) ...who will the other Ms. Keane say is the real Ms. Keane?

(They exchange a nervous glance.)

Keane 2: She would say that I was the real Ms. Keane!

Keane 1: And she would say that she was the real Ms. Keane!

(Cut to Bubbles and Buttercup, both of whom are now completely dazed and confused by this hairball of a logic problem. Blossom, though, is still on top of things, to the dismay of "Him.")

Blossom: It's so apparent! (rapid fire) It's obvious that the liar would say that the real Ms. Keane would say that the fake Ms. Keane is the real Ms. Keane. And conversely, the real Ms. Keane would say that the fake Ms. Keane would