(Opening shot: the city skyline in the afternoon.)

Narrator: The city of Townsville! The happiest, cleanest, safest little town on earth.

(As he continues, pull back slowly to show the view framed in the window of Pokey Oaks Kindergarten. Buttercup looks out, her back to the camera.)

Narrator: Home of the Powerpuff Girls. And the Professor, the Mayor, Ms. Bellum, Ms. Keane, Talking Dog, Mojo Jojo, and the well-meaning, but often-imperiled, townspeople of Townsville.

(Buttercup turns her head suddenly, looking impatiently up o.c.)

Buttercup: (thinking) Come on, come on!

(Cut to the wall clock, which shows the time as a few minutes before 2:00. A few seconds tick by, and we see a close-up of Buttercup again. The clock face is reflected in her eyes. The clicking of the second hand is greatly magnified.)

Ms. Keane: (from o.c.) Buttercup... Buttercup...

(Pull back to behind the front desk. Ms. Keane has her back to the camera and her hands on her hips, indicating she's getting impatient with Buttercup not paying attention to the lesson and being more focused on the clock while waiting for class to be dismissed for the weekend.)

Ms. Keane: Buttercup!

Buttercup: (quickly facing front) Huh?! (Side view of Ms. Keane.)

Ms. Keane: Please, pay attention! Now, where was I? (turning to blackboard) Oh, yes.

(She writes the equation "1 + 1 = 2" as she continues.)

Ms. Keane: If Billy and Sally each had an apple, then that's two apples. (thinking briefly) Hmmm...but if Billy threw his apple to Sally—

(Cut to behind her. She begins to fill the board with equations and figures, growing increasingly engrossed in her work.)

Ms. Keane: —at a trajectory of 1.8 meters per second, assuming an Einsteinium universe, the distance between two points remaining constant, space and time being two elements of the same ratio, those elements being the interval between two successive events—

(Close-up of her, still working intently.)

Ms. Keane: —the quantum rules that govern the subatomic level of the universe—

(Cut to a slow pan across the class, the girls in the foreground. Everybody looks absolutely mystified by this show of advanced mathematics and scientific calculations that's way beyond them for even their ages, yet Ms. Keane takes no notice as she keeps going.)

Ms. Keane: (from o.c.) —according to Einstein's theory of relativity, times the unweighted consonatic quantity when approaching the speed of light.

(Quick shot of her hand at the board, then pan across it. It is now filled with formulas.)

Ms. Keane: (from o.c.) Therefore as one approaches the speed of light, the distance between the two successive points shrinks to zero. However, for the people back home, a considerable amount of time would pass— (Pull back to show her.) —somewhere in the neighborhood of fifty years. Hm.

(She chuckles briefly, then realizes that this is completely over the heads of her students and turns away from the board to look sheepishly and embarrassingly at the class.)

Ms. Keane: But we'll cover all that later on. (The bell rings.) Okay, kids, have a nice weekend. (We hear the class cheering.) And don't forget anything in the coat cupboard.

(A herd of kids thunders past her. Cut to just outside the door. Buttercup throws it open.)

Buttercup: Free at last!

(The kids swarm out. Side view of the door.)

Buttercup: (jumping out of the crowd, floating o.c.) Oh, boy, a whole weekend in the Bahamas! I can't wait!

Bubbles: (floating across the screen) I'm gonna lay out and work on my tan! (Pull back; the last kids are leaving. The skyline is seen in the distance.)

(Y/N): (Walking to the girls) You girls are lucky I have to stay with my brother and help him with an experiment.

Buttercup: I wish you could come with us.

Blossom: (floating out) And a whole weekend away from...the city of Townsville.

(Pull back on this last, then zoom in again.)

Buttercup: (pointing to the hotline in the window) And the hotline phone.

Bubbles: (one eye screwed shut, imitating Mayor) Powerpuff Girls, this is the Mayor. Get over here right away. I seem to have accidentally flushed myself down the toilet!

(She, (Y/N), and Blossom both start laughing over this joke, and the two girls start hugging each other while they're laughing. Buttercup flies up to them, looking quite cocky. Cut to a close-up of the schoolyard fence.)

Buttercup: (floating into view) So—which one of you slowpokes wants to race me home? (Cut to her sisters.)

(Y/N): The annual Powerpuff girls race.

Bubbles: Who you calling a slowpoke, fathead?! (Cut to Buttercup, crouched on the ground.)

Buttercup: On your mark! (Blossom jumps down next to her.)

Blossom: Get set! (Bubbles does likewise.)

Bubbles: Go! (They take off. Cut to Ms. Keane at the fence, waving.)

Ms. Keane: Bye, girls!

(The girls flash down the street. A car in their path is cut clean in two when they slice through it due to being in their way. A man on the corner watches them go.)

Man 1: Slow down!

(His warning to them goes unheard as we see them rocket past Townsville Hall and down a street with a clock tower. The time is just after 3:00. The second hand slows down slightly. The image of the block begins to stretch and warp as if the center part of it is being pulled down a sink drain. It becomes a tunnel, with flashes of light all over its walls. The girls fly along this. Blossom pulls into view first, followed by Bubbles. A moment later, Buttercup roars past them, and Bubbles puts on an extra burst of speed to catch up. The girls fly on, deadlocked. Close-up of Buttercup, sweating and straining to get out in front. After a few moments, her body begins to elongate slightly. Pull back to show all three girls, still in a dead tie. Freeze frame, the light trails disappearing. Silence. Extreme close-up of Bubbles, panning slowly across her face, then of Blossom's feet, panning toward her head. It appears as if the Girls have gone so fast that they've unintentionally caused the very thing Ms. Keane had discussed back at the end of class before dismissing them for the weekend and entered some sort of time tunnel.)

Buttercup: (from o.c., echoing) I told you I'd win!

(Extreme close-up of Buttercup's face, then cut to behind the girls as the scene accelerates to "normal" time. They race away from the camera and disappear in a flash of light. Now we see them as nothing but three brilliant streaks barreling down the tunnel. An opening appears, with their house just visible through it. Cut to above the fence in the yard. A funnel depression appears, and the girls blast out of this to land on the front lawn. Buttercup is first, then Blossom and finally Bubbles. Behind them, the house is a wreck—the windows are smashed, and there are cracks in all the walls, but they take no notice.)

(Close-up of Bubbles as she stands up. Buttercup starts laughing loudly o.c.. Cut to her at the front door, opening it.)

Buttercup: I told you I'd win! (Blossom ducks inside behind her and she follows.)

(Cut to them floating down the hall.)

Bubbles: (angry): You already said that!

Buttercup: (smiling) No, I didn't.

Bubbles: (shaking with anger) And besides, you cheated!

Buttercup: (crossing her arms, smirking) I didn't have to cheat. (straightening her hair) I'm just more aerodynamic than you. I don't have big powder puffs to slow me down.

(On the words "powder puffs," she thumps Bubbles' hair. A little bit of dust rises from it. That proves to be the last straw as what Bubbles shouts next causes Buttercup to realize too late she took her taunting and teasing too far.)

Bubbles: (crying) PROFESSOR!!

(Cut to inside the lab, darkened, the camera pointing across the room toward the door. The equipment is in a state of disrepair, and there are cobwebs in the corners. The next two lines echo slightly across space.)

Bubbles: (from the hall, crying) Professor!

(In the distance, the door opens and the silhouette of Bubbles' head pokes in. She stops crying, and her sisters peek in next to her.)

Bubbles: Professor?

(The equipment sparks and crackles, clearly having been left to fall into disrepair for some time now and never being fixed, and the camera pan along with the room to the far end. In the distance, we can see a work table and the silhouette of a man behind it. Close-up of the corner of the table; a box of sugar and a jar of spice are there, along with a beaker and a few flowers. A cracked voice begins to speak, and as it does, pan slowly along the table to show an old man dressed in rags. He is mixing a concoction in a cauldron and holding a flask of some chemical. We only see him from the shoulders down. His face and head is hidden by the top of the screen.)

Old man: Sugar, spice, and...powdered rice?

(He pours the contents of his flask into the cauldron, and after a moment, thick gray smoke boils up and obscures him. As he speaks again, turn up toward his face. It is clear he is trying to recreate the Powerpuff Girls, but has been unable to remember the everything nice ingredient that came after the sugar and spice steps and before the addition of Chemical X, and this latest attempt has been another failure.)

Old man: No, no! Darn!

(His perspective of the girls. Bubbles starts in surprise. Buttercup's hair is back to normal.)

Old man: Why didn't I write it down?! Not even (B/N) remembers it!

(Close-up of him as the smoke clears: He is bald on top, with long white hair around the edges. He wears glasses and has lost most of his teeth. The eyebrows give him away—this is a greatly aged Professor, who gasps in surprise and looks around himself.)

Professor: Wha...who's there?!

(He reaches toward his glasses, cut to his perspective as he adjusts them and brings his view into focus so he can see clearly at his surroundings. Now he sees the girls. Back to him.)

Professor: (moaning) No! It can't be! (clapping hands to head) Oh, my mind playing tricks on me again! Why won't you leave me alone?! (Pull back; Blossom and Buttercup fly into view across from him.)

Blossom: But, Professor, it's us, the Powerpuff Girls! (Bubbles flies up behind him.)

Professor: Stay back! Leave me alone!

(He swipes at them a couple of times, then rummages around under the table and comes up brandishing a broken cane that has been taped back together. It is clear that time has done a number on him and rendered him senile and delirious, thinking the Girls are just a hallucination from his decaying mind.)

Professor: I'm warning you!

(Cut to the front step. The girls duck quickly out through the door, slam it, and lean against it, panting with their eyes tightly shut. After a moment, they look around and gasp in shock. Cut to their perspective and pan slowly across the subdivision, which now lies in ruins under a blood-red sky—absolute desolation as far as the eye can see, like the end of the world has occurred.)

Bubbles: Wh...what happened?

(Long shot of the house. They take to the air and fly across Townsville, which has also been ravaged. One block after another sports nothing but gutted, smashed buildings that stand at crazy angles. After several blocks, the girls stop short.)

Blossom: (pointing o.c.) Look! The Mayor's office!

(Half the dome and one whole wing of Townsville Hall have been demolished. The girls fly inside only to find the office in the same shape as the rest of the city. Another cracked voice, this one belonging to an old woman, begins to speak, catching them by surprise.)

Old woman 1: (from o.c.) I told him, you know. (Pull back to bring her partially into view, her hands folded.) I—I told him to make the call. (standing up) "Call...Call the girls," I said.

(Cut to the other side of the office, from behind the girls. The old woman stands in front of a shattered window, her face not visible in her tangled hair of gray curls.)

Old woman 1: "CALL THE POWERPUFF GIRLS!!!"

(The word "girls" echo twice, and we see close-ups of the hotline, lying broken on the floor, and a portrait of the Mayor. Back to the girls.)

Old woman 1: (from o.c.) But they never came. (Back to her, head in hands.) Why wouldn't they come?! It doesn't make any sense. And now it's too late.

(Pan quickly to a close-up of the Mayor's top hat, with his sash draped over it.)

Old woman 1: (from o.c., crying) He's...GONE!!! (She breaks down. Close-up of Blossom.)

Blossom: Ms. Bellum...?

(The old hag was indeed the late Mayor's assistant. Cut to her, slumped over the desk and fondling the hat and sash.)

Blossom: (from o.c.) What happened here?

Old woman 1 (Ms. Bellum): Huh?! (snatching hat and sash to herself) Keep away! He's mine! (Cut to the girls. She holds a hand out to stop them and continues o.c.) Don't come any closer! He's mine! Mine!

(Cut to outside Townsville Hall. They fly out through the dome as she shouts again.)

Ms. Bellum: (from inside office) Mine, I tell you!

(Dissolve to the girls' shadows cast on the ground as they fly along. Bubbles sobs quietly o.c.. Turn up to them.)

(They then fly over to a more decayed version of the (L/N)'s house.)

(As the girls head inside they look around seeing how most of it is destroyed.)

(We then see a tall man with ragged clothes he wears three bracelets that are colored pink, green, and blue he is kneeing down on the floor.)

(He then turns around quickly with a gun.)

(They see that the man is (Y/N) just older but doesn't look like a kid but he looks to be in his late 20s or early 30s.)

Blossom: (Y/-(Y/N)?!

((Y/N) looks at the girls with a glare as his face softened when he saw them.)

(Y/N): If my mind is playing tricks on me I don't want it to stop...it's been a long time anyway since I saw your faces...

(They look behind him and see a body on the floor. It was a way older man that looks like (B/N).)

(Y/N): Though I doubt anything is real anymore. Not since you girls left...I tried...I really tried...(Tears begin to well up in his eyes.) But I couldn't...Oh well I'm talking to myself anyway...my body is to broken anyway for me to do something to this town now.

(He turns around to face his brother and picks him up and leaves the Powerpuff girls confused and kind of scared.)

(We then see the girls flying overhead in the sky.)

Bubbles: Who could have done this?

Blossom: (pointing o.c.) It's...our school.

(Pokey Oaks Kindergarten has been reduced to rubble, just like the city proper itself. It is clear not even Townsville's suburbs were spared whatever cataclysmic apocalypse struck the city. The girls land on what used to be the playground. After a moment, the front door blows open and falls off its hinges. Cut to just inside it as the girls advance into the darkness. Another old woman's voice is heard in the background.)

Buttercup: Ms. Keane?

Old woman 2: (from o.c., monotone)  ...waving goodbye...I just stood there waving goodbye...

(On the end of this, cut to a long shot of the classroom, whose walls have crumbled away. They are at the near end. A figure stands at the far end, its back to the camera and its hand upraised in a wave. Close-up of this hand from the front, the girls in the background, looking on. As the voice continues, pan left slightly to show the speaker as Ms. Keane, her eyes wide and bloodshot and her hair and clothes long since have gone ragged.)

Old woman 2 (Ms. Keane): I just stood there waving goodbye, and they raced off... (Behind her.) Just stood there... (The girls move to face her.) Stood there waving goodbye... (In front of her.) ...and they raced off...and raced off—

Blossom: But, Ms. Keane, we're right here.

Ms. Keane: —and vanished for 50 years...50 years...50 years...50 years...

(Zoom in closer on her face each time she repeats herself, ending with an extreme close-up of her bloodshot, wrinkled eyes. Back to the girls, who are completely floored by this pronouncement.)

Girls: (softly, horrified) 50 years...?!

(We hear "Him"'s effeminate voice laughing triumphantly, and the camera turns up from the girls slightly. Behind them, the mist begins to swirl around the wreckage.)

"Him": (voice-over) Don't you know, the faster you go— (Close-up of Blossom, sweating.) —time slows down.

(The mist swirls at her feet as he continues.)

"Him": (voice-over) Your time stopped for 50 years whilst you were out racing around. (Pull back as the girls turn around.)

Blossom: I know that voice...

(As "Him" speaks again, the mist gathers behind Blossom and becomes a lick of flame, from which he emerges and floats up o.c.)

"Him": Seconds, minutes, hours, days, and nights crawled by on hands and knees as you raced the speed of light.

(Back to the girls, their backs to the camera. They turn in surprise.)

Bubbles: (gasping, pointing up o.c.) Look! (Back to "Him.")

"Him": Yes! Coming back now? Remember?

(Buttercup's schoolyard challenge to her sisters' echoes in her head.)

Buttercup: (memory) So—which one of you slowpokes wants to race me home?

Buttercup: (hands to head) No!

"Him": (evil voice) YES!! (flying up; effeminate voice, to evil) As you raced through time, the whole world went to heck!

Blossom: You lie! Don't believe him, girls! (They take off and rush him.)

("Him" laughs effeminately and stands his ground as they approach, ready for a fight with the Girls as they strike first. They deliver a swift series of punches, after which—with tears streaming from their eyes—they land a triple strike that sends him tumbling to the ground in a backwards barrel roll. A cloud of dust and rubble flies up when he lands, and he quickly jumps up to face them again, none the worse for wear and not a scratch on him. He snaps his claws a few times, taunting them to come at him again with another beatdown he is welcoming to take. Camera pans slowly away from the group as we hear punches being thrown. Tattered posters decorate the remnants of the buildings and show various disparaging comments about the girls, the Professor, and the city as a result of their disappearance for half a century. The last two read "Mayor Gone at 83!" and "Who Is Him?" The demon's shadow is steadily knocked back across the signs before he is seen being knocked off-screen.)

(Cut back to the girls, who are now exhausted and breathing heavily, standing over a supine "Him." After a long moment, he raises his head and smiles. He still shows no signs of injury whatsoever and appears completely unharmed.)

"Him": (effeminate voice) Are you finished?

(Close-up of Buttercup, panning slowly from her to Blossom and Bubbles. All three are sweating.)

Buttercup: No, but you are!

Blossom: (panting) Don't you know...you can never beat us! (Back to "Him.")

"Him": Beat you? (He stands up, his eyes glowing.) But, girls, don't you see? (leaping into the air, to evil voice) I've already won!

(We see his arm turn into black steel as his claw clamps several times when it is done, his legs thicken, and his body fades briefly into blackness—the only features visible are his grinning mouth and glowing eyes. Lightning cracks across the sky, illuminating his new physique. He now stands many times taller than before, the pink tulle at his collar and hemline replaced by fur, and he now appears more muscular, stronger, and ripped in place of the coat he normally wore. He leans down to address the girls, his voice taking on a new tone of sheer evil