Days later, the skies over Townsville tiny pink as clouds swirl around the Mayor's office. But the oblivious people of the city dismiss as fog, until a huge claw drops down onto the dome of the building. The mayor rushes to the Powerpuff Hotline and calls.

"Girls! Girls! It's HIM again!" He screams "And my pickle jar won't open again!" He sighs.

Two green streaks and a baby blue streak go across the sky. Little do they know how imminent the threat is. Him crawls out of the clouds in his unbounded form.

"Oh know. We must be in the future." Bubbles says worriedly.

"Don't be stupid." Buttercup says. "He somehow gained too much power."

"Yeah, I wouldn't be surprised if he stole it from other villains." Butch adds.

"Well, we're going to have to do without the other three."

"Stupid children. Your leaders are under my control!" HIM roars. he opens and closes his claws causing the two spawns Hicks and Blossom to fly in front of him. He roars again "Without your leaders, you are all doomed!"

"Oh, Stupid HIM, you think that can stop us?" B.C. says. "Butch, Bubbles, lets get him!"

"Uh, B.C., where did Bubbles go?" Butch says before being punched in the gut by Blossom.

"That little wuss!" She yells before Hicks, unwillingly, attacks her too. He goes for a punch, but stops his fist from reaching her. His will is fighting HIM's influence over him. Him takes notice of this, stops destroying the city, and pulls him back.

"You've defied me for the last time!" He yells. A black aura escaping Hicks finds its way to HIM's claw. He then throws Hicks back towards a building.

"Hicks!" Blossom yells seeing the corpse fly towards a building and crash through the glass. She stops the influence and goes to help Hicks. Him sucks the aura from her too, causing her to fall to the ground, while HIM grows twice the size. Butch and B.C. struggle with fighting the horned beast now known as HIM.

Bubbles comes back with her axe and helps Butch and B.C., trying to find a weak spot. Nowhere was working. HIM throws the super powered children away like a ball, while he continues causing destruction.

"Hey, HIM!" Someone yells. HIM turns around to see a supercharged blond haired boy flying towards him. "Are you winning now?" He asks

"BOOMER!! H-how did you get your life back? I killed you!"

"I got help from the big guy in the sky." Boomer chuckles then yells. "Now, stay away from my friends!"

He forms his baseball bat and slugs HIM on the side of the head, knocking off one of his horns, and keeps doing the same thing, until he starts shrinking, and changing to his original form to an unfamiliar form. He almost looked like the Professor, but more wrinkled and grayer hair and a red shirt and black tie. The pink clouds and pink tinted sky fades away to reveal darkness, while Boomer throws his bat back into the natural clouds, sending the sins back to the Big Guy to be rid of.

Butch, B.C. and Bubbles wake up to see an older looking Professor and Boomer.

"What happened?" Butch asks tiredly.

"Let's see, we were knocked out and Boomer saved us, and the Professor showed up.". B.C. says stretching her back.

"Are you guys okay?" Boomer asks "Wait. Where are Brick and Blossom?"

"Hick's in that building over there, and where Blossom is, I don't know." Bubbles says brushing off her outfit.

"Help, now! They could die!" Boomer yells. The other three fly up and start looking for Blossom, while Boomer goes to get Brick. When he sees Brick, it's the most odd thing. His hair, rather than orange,is white with teal and silver highlight, he was wearing a teal and black shirt, white pants and black and silver shoes.

"Boomer!" the three yell. Boomer picks up Brick and flies down to the other Puffs and Ruff. Blossom was the same thing as Brick. White hair with teal and silver highlights, teal and black shirt white pants and silver and black shoes. They grab Blossom and the guy in the red shirt, and take them to Powerpuff house.