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

Stanley Whitfield: (voice over) The city of Townsville…

(The picture shrinks, becoming a graphic next to Whitfield at the news anchor desk.)

Whitfield: …was once again on the brink of destruction today. (Graphic changes to show the girls in their usual end-shot pose.) But thanks to the brave efforts of those adorable Powerpuff Girls, the day was saved. (Graphic changes to a bar of soap.) Up next: Buying soap can—

(The screen goes dark, and in it we can see the reflection of an old man with a large, bald head. A scar runs down one cheek, and he wears a monocle and a very sour expression. He has been watching the news on TV.)

Old man 1: Stupid kids.

(Across a darkened room, he is framed by the light in his bathroom. He is brushing his teeth. Close-up of a glass of water with a prescription bottle next to it.)

Old man 1: (from o.c.) No-good whippersnappers.

(A set of false teeth is dropped into the glass, and the room darkens. He sits on his bed, looking out the window, with his back to the camera. It is nighttime. Now he reaches out a shaking hand and picks up a picture from his nightstand. It shows three men: one huge and muscular, one with a cape and monocle, one short with dark glasses. All three wear black outfits with white skulls on the chest.)

Old man 1: Little girls, even. (He sneers weakly.)

(A pair of slippered feet slide across the floor, and two hands reach slowly toward a cabinet door. Camera shifts to point out at the man, silhouetted in the light with his monocle gleaming. Cut to the street, where we see the exterior of an apartment complex—Pokey Folks. The old man cackles madly, his laughter echoing through the night, but trails off into a fit of coughing.)

(Night fades into morning; inside the complex, several elderly people are sitting in, or walking around, a large common area as old-style music plays over the PA. This is a retirement home. Zoom in on two men—one very large and fat, the other very small—playing cards at a table. A belt with a skull attached is dropped between them. They look up toward the camera in surprise. This is the first old man’s perspective of them.)

Old man 1: Well, boys— (Cut to him.) —we’re back in business. (He chuckles.)

(Dissolve to an extreme close-up of the hotline, buzzing. Pull back quickly; the girls are in their bedroom. Blossom picks up the call, her sisters in the background.)

Blossom: Yes, Mayor…The bank?…We’re on it!

(Cut to the exterior of the house as they exit through the bedroom windows. They reach the bank a moment later; cut to them in the lobby.)

Blossom: Not so— (She cuts herself off, gasping in shock.)

(Quick series of extreme close-ups of the following: a gnarled hand, the big man’s nose, the short man’s eyes, the first man’s monocle, and the skull from the picture. The three are standing next to the open vault door, loaded down with sacks of cash. They wear their black outfits with skulls on their chests, though they are in much worse physical shape from when the picture was taken. The one with the monocle also wears a cape.)

Old man 1: Well, look who showed up. How wonderful.

Blossom: And who are you three supposed to be? (He leans over them.)

Old man 1: You mean you don’t recognize the most feared evildoers Townsville’s ever known?! (gentler' tone) Oh, forgive me, of course not. (patting' Blossom’s head) It was before your time, my child. Let me introduce myself. I am Mastermind! And these are my comrades.

(Pan to his two colleagues on the end of this line, then cut to the large one.)

Old man 1 (Mastermind): (from o.c.) Counterpart…

(Grunting and straining, he holds a large sack over his head. After a moment, he drops it and doubles over in pain.)

Counterpart: (moaning) Oh, my back!

(Cut to the small fellow. Two sacks sit on the floor next to him; he is asleep on his feet.)

Mastermind: (from o.c.) …and Cohort!

(Mastermind stands on the counter to address the room. Counterpart and Cohort flank him.)

Mastermind: And we are the Ministry of Pain! We have come out of retirement to continue our reign of evil and do many bad and nasty things! And heed my words, Townsville: we will be victorious! (crossing' lobby to girls) For you see, your pathetic little city is protected by pathetic little children! Little girls, even. (to' them) So do not get in our way! In fact, why don’t you just run along and play with your little dollies?

(As he says this last, cut to the girls. Bubbles and Buttercup do not take it well.)

Buttercup: Let me at ’em!

Bubbles: Let me at ’em! (Blossom holds them both back.)

Blossom: No, girls, we can’t fight them.

Buttercup: Of course we can!

Blossom: Yes, we can, but we can’t. We have to respect our elders.

(Cut to the Ministry, on their way out the door. Mastermind stops for a parting word.)

Mastermind: Well, Townsville, thank you for your riches. And, Powerpuff Girls, thank you for realizing you are no match for the Ministry of Pain! (He starts into a coughing fit as he departs.)

(Pan quickly back to the lobby. Everybody—Bubbles and Buttercup included—glares angrily at Blossom, her eyes downcast. Fade to black.)

(Snap to a close-up of the top of a desk. ''Three newspapers are thrown down onto it, one by one, showing various photos of three sad girls. Each carries a banner headline in huge letters. The motion of the papers, and the next speaker, indicate that this is the Mayor’s perspective of his own desk.)

Mayor: (reading headlines) “Powerpuff Girls Wimp Out??”…“Powerpuffs? Cowerpuffs?”…“Why Didn’t the Chickenpuffs Cross the Rogues?”        

(Cut to in front of the desk; he is addressing the girls.)

Mayor: Aw, girls, don’t let this get you down. (His perspective of them.) You’re angels of justice. (Back to him.) And I know deep in my heart that no villain can beat you, because you are…the Powerpuff Girls!

Blossom: Thanks for the vote of confidence, Mayor. It’s just…we can’t fight these guys.

Mayor: Oh, nonsense! You three can fly! (He jumps off his desk and falls on his face.) Lift heavy objects! (He struggles to lift a pencil.) Laser-beam people! (He imitates the sound of the girls’ eye lasers.) Uh…so I don’t see the problem.

Blossom: The problem is, though we may be capable of beating them, it’s just that they’re elderly, and we have to respect our elders. (Cut to her perspective of the Mayor as she continues.) And that’s why we can’t fight the Ministry of Pain.

(Behind his monocle, his eye pops wide open.)

Mayor: (scared) The Ministry of Pain?!

(He runs screaming across the room and falls to his knees at the window.)

Mayor: We’re doomed! We’re all doomed! No wonder you three gave up like little babies.

Buttercup: (flying into view) Little babies?! We could’ve taken them out in a snap!

Mayor: Yeah, funny joke there, Buttercup. (despondently) You’re doomed! We’re all doomed.

Bubbles: (flying into view) Really, Mayor. These guys are easy pickings!

Buttercup: Blossom won’t let us fight because—

Mayor: She’s smart!

(Close-up of Blossom, looking proud of herself.)

Mayor: (from o.c.) You three are no match for the Ministry of Pain!

(This knocks her out of her reverie. He crosses the office again.)

Mayor: I’m telling you, these guys are evil! They almost took this in 1942. (He stops at a globe.)

Blossom: The world?

Mayor: No! My juice-bar globe!

(He flips open the top half of the globe to reveal a juice dispenser inside.)

Mayor: And with them out of retirement, they’ll surely try to take it over again.

Blossom: The juice-bar globe?

Mayor: No! The world!

Blossom: So what do you suggest we do, Mayor? Mayor: (crossing past them, 'rummaging in closet) Hide! And hope they will return to defeat them once more!

Blossom: Who’s “they”?

(Cut to the desk. The Mayor steps into view, carrying an old movie projector.)

Mayor: The only superhero team to have ever bested the Ministry of Pain. (He points the projector at the camera.) Watch.

(The machine starts up, and the screen is filled with the flicker of its lamp. A newsreel begins, with a company logo—a clock face superimposed on a picture of the world—appearing by the title. The announcer reads this off.)

Announcer: Cogswell News Presents…Time Pieces. “We Watch the World.”

(The number 1944 fills the screen and is replaced by soldiers, planes, and tanks engaged in combat.)

Announcer: 1944. The world is at war.

(A map appears; an island marked “Evil Isle” is seen off the Pacific coast.)

Announcer: And though our enemies are an ocean away, the presence of evil exists upon our own shores.

(An American flag is seen waving on a pole; turn down from it to a city skyline.)

Announcer: Take one city of Townsville, USA, which is under constant siege— (Wipe to black, with the Ministry’s skull in the center.) —by the Ministry of Pain.

(The three villains from the picture appear left to right as they are named.)

Announcer: Mastermind, Counterpart, and Cohort serve up a constant feast of villainy.

(Cut to the silhouettes of two caped figures standing atop a globe.)

Announcer: Who will stop these nasty no-gooders?

(The light comes up; the taller figure looks similar to Captain America, but with a cape and without a shield, and the shorter one wears an outfit similar to that of Batman’s sidekick Robin.)

Announcer: Why, Captain Righteous and Lefty, that’s who.

(The two heroes light into the Ministry.)

Announcer: That’s it, boys. Give ’em what for. (Cut to a jail cell, in which the three villains are now imprisoned.) Ho-ho! Looks like the Ministry of Pain won’t be getting a taste of freedom for a long, long time.

(Cut to the Captain and Lefty being thanked by citizens.)

Announcer: Thank you, Captain Righteous. Thank you, Lefty— (Turn up to the flag again.) —for putting the “I can” back in “Amer-I-can”!

(The newsreel ends. Back to the Mayor at his desk.)

Mayor: So you see, girls—uh…girls? (We hear them take off; pull back quickly to show the office door swinging open.) Hmmm! Must’ve went home to hide. Good idea.

(He ducks under the desk. Fade to black.)

(Snap to the exterior of Pokey Folks. The sky is clear, and birds can be heard singing. Inside, water begins to run from a sink faucet in a dirty kitchen. A teakettle sits on the stove. Two hands reach slowly toward a cabinet and open its doors, revealing a box of tea. A few leaves are shaken into a mug bearing the slogan “I’m #1.” A fat old fellow in a dressing gown, his head cut off by the top of the screen, shuffles over to a chair in front of a TV and eases himself down into it. The doorbell rings.)

Old man 2: Oh, for cryin’ out loud.

(He pulls himself to his feet and shambles o.c. as the doorbell rings again. Cut to outside the door, looking up from ground level, as it opens. He wears dark glasses and has apparently lost most of his teeth.)

Old man 2: Yeah?…What do you three pumpkin heads want? (Close-up of the girls.)

Blossom: Captain Righteous?

(Close-up of the old man; his mouth slowly turns up into a smile. Dissolve to his living room, which has obviously not been cleaned for quite some time. The girls are seated on a ratty old couch, and he is a chair nearby. Several seconds pass with no sound but the ticking of a clock.)

Old man 2 (Captain Righteous): So you say you’re writin’ a book about my funtastic life? (Close-up of the girls.)

Blossom: No, we’re here for something much more important.

Captain: (from o.c.) Ohhh!

(We see him writing on a piece of paper.)

Captain: Here you go, kids.

(He gives the paper to Blossom; close-up of it.)

Captain: (from o.c.) It says, “To the Pumpkin Heads. Your friend, Captain Righteous.” (This is what it says. Pull back to show them again.)

Buttercup: We didn’t come here for your stupid forgotten signature! We’re here ’cause Blossom won’t let us fight. So we need you to stop the Ministry of Pain!

(Zoom in on the Captain’s face, registering complete surprise.)

Captain: The Ministry of Pain has returned?

(Pull back. There is a long silence, during which he pulls himself slowly to his feet. Finally he strikes the best heroic pose he can, considering his age.)

Captain: City of Townsville! You will once again be able to safely purchase your Frank Sinatra long-playing discs! For I, Captain Righteous, will once again single-handedly defeat the Ministry of Pain!

Bubbles: What about Lefty?

(The kettle begins to sing, and the Captain’s attitude changes in a flash. He is now enraged.)

Captain: Get OUT!! (The girls take off.)

(Dissolve to another pair of hands reaching slowly toward a cabinet, this time a white one and very neat-looking. The doors are opened to expose a box of popcorn. Some of the contents are poured into an old-style corn popper, which is then switched on. An album is placed on the turntable of a record player and started up. As a cheerful old tune plays—think back to the days of the Charleston—we see two slippered feet dancing a bit. The doorbell rings, and the feet stop; their owner shuffles past the victrola to answer it. Seen from shoulders to knees, he is thin and nicely dressed.)

Old man 3: Coming! Coming!

(Camera shifts to outside his door, looking up. When it opens, we see that his face is quite cheerful.)

Old man 3: Hello? (The girls are on his doorstep.)

Blossom: Lefty?

Old man 3 (Lefty): Well, look at you three precious little pumpkins.

(Cut to his living room, which is very well-kept. Old pictures of him and the Captain cover an entire wall. The girls are on the couch; he sits in a nearby chair.)

Lefty: Would you girls like to hear a song? (singing) Jerry Giraffe and the zookeeper— (Close-up of them; he continues o.c.) —having lots of fun at the zoo…

Blossom: Um…I don’t mean to interrupt, but we need your help.

Lefty: (gasping) My help? How?

Blossom: I hate to be the bearer of bad news, but the Ministry of Pain has returned. And the city of Townsville needs you and Captain Righteous to be victorious once again.

(The corn begins to pop, and Lefty gets up and dances about the room.)

Lefty: Oh, yes. Oh, yes. (going' over to pictures) I would love nothing more than to fight evil alongside Captain Righteous. (sadly) But alas, Captain Righteous hates me. He won’t even say hello to me in the medicine line.

Blossom: On the contrary, Lefty. We just spoke to the Captain, and his reaction to your name was nothing but positive.

Lefty: (gasping, leaning in close) Really?

Blossom: Really!

(She beams, but her sisters look slightly ill at this pronouncement. Dissolve to the Captain’s apartment; the girls have returned.)

Captain: You’re not pulling my prosthetic leg, are you?

Blossom: No, sir! Lefty said he would never fight with you again, either.

(Cut back and forth between the two men’s apartments. The girls are seen on each couch.)

Lefty: Then consider the—

Captain: —Ministry of Pain—

Lefty: —history!

(Overhead view of the girls in flight.)

Bubbles: (to Blossom) I hope you know what you’re doing!

Blossom: Don’t worry. My plans always work.

(Snap to black. A hinge creaks, and the Captain appears—the view is inside his closet.)

Captain: Alone at last!

(Cut to the view from Lefty’s closet.)

Lefty: Together at last!

(A blue glove is slowly eased onto a hand and pulled tight; then a foot is slowly advanced into a red shoe. Next a zipper is pulled carefully up to zip a blue outfit with a white star on the front—the Captain’s uniform. The zipping stops briefly so he can tuck his entire flabby, hairy chest in, then continues the rest of the way up. A belt is slowly pulled across the waist of a red outfit and secured, and in close-up, we see Lefty pull a blue mask onto his eyes. The next close-up is of the top of the Captain’s head; he pulls the hood of his uniform into place. Camera pulls back; we now see him in his greatly faded glory, with a red cape trailing behind him. He is still wearing his dark glasses.)

Captain: Watch out, Ministry of Pain! (Cut to Lefty, now also fully dressed.)

Lefty: Because here we come at the speed of light!

(Split-screen view: Lefty in his apartment on the left, the Captain in his on the right. Both walk slowly o.c.)

(Cut to a ringing alarm bell and pull back. Mastermind has a sack of loot over his shoulder.)

Mastermind: Counterpart! Cohort! Hurry up!

(He walks o.c. Counterpart follows, carrying an armload of diamonds, and Cohort is last, toting one of his own—one diamond, that is. Outside, they emerge onto the street; the place is in fact a jewelry store. Cohort holds the door.)

Mastermind: Thank you…Wait. (pointing' o.c.) What’s that in the sky?

(In the sky, something is flying around erratically.)

Cohort: It’s a feather.

Counterpart: I think it’s a plastic bag. (The Captain settles to the ground.)

Mastermind: No, it’s just a flying has-been.

(The Captain falls on his face. After a moment, he stands up, his back cracking as he does so.)

Captain: Not so fast, Ministry of Pain!

(The criminals go past him as fast as they can. After several steps, he turns around.)

Captain: I said, not so fast!

Mastermind: (now o.c.) Keep running, boys! (Cut to him.) He’ll never catch us at this rate! (Lefty reaches into view to stop the trio.)

Lefty: (from o.c.) Halt! (They do so; pull back to bring him into view.) When Captain Righteous says, “Not so fast,” you should either slow down, or preferably stop!

Captain: What in Sam Hill are you doin’ here?

Lefty: I’m…your right-hand man, Lefty. Right?

Captain: Oh, no, you don’t. You’re here for all the glory and none of the work!

Lefty: Now don’t start that again, you old windbag!

Captain: I work alone, Lefty.

Lefty: Fine.

(Cut to the Ministry; they turn their heads back and forth to follow the argument.)

Captain: (from o.c.) Fine!

Lefty: (from o.c.) Fine!

Captain: (from o.c.) Fine!

Lefty: (from o.c.) Fine! (Pull back.)

Mastermind: All right, all right! You’re both fine! (rushing' up to Lefty) Just get out of our way!

(He shoves Lefty aside; the sidekick falls to the ground in slow motion, and the sound of cracking bone is heard when he lands.)

Lefty: My hip!

Captain: Lefty! (running' toward him) NOOOOOOOOOOOOOOOO!!

(He appears to be making good time, but the camera pulls back to show the entire block and the truth—he is going only slightly faster than his normal shuffle. He stops for breath halfway.)

Captain: NOOOOOOOOOOOOOOOO!! (He finally gets there.)

Lefty: (crying in pain) Captain…

Captain: (cradling him) Are you all right, Lefty?

Lefty: Now that we’re together…I can’t fight.

Captain: Well, I can’t fight without you!

Lefty: You’ll…have to. (He sighs and passes out.)

Captain: (dropping him) NOOOOOOOOOOOOOOOO!!

(As he screams, he flies erratically toward the Ministry and falls on top of them. A moment later, an ambulance rolls up to the scene, its siren blaring. The image shrinks, becoming a graphic next to Whitfield at the news anchor desk.)

Whitfield: This was the scene earlier today, when five senior citizens were rushed into intensive care.

(Cut to the girls in their living room; they are watching the broadcast.)

Whitfield: (on TV) Doctors report that they are not in critical condition.

(Close-up of them. Bubbles and Buttercup glare at Blossom, sitting between them. As the report continues, she looks apologetically at each of them and then slides down o.c. from the couch.)

Whitfield: (on TV) But they wonder how five elderly men could get into such a situation. And it is this reporter’s opinion that perhaps none of this would have happened—

(The background for the end shot comes up, and the girls appear. Bubbles glares at a sad and sorry Blossom from the left, and Buttercup does the same from the right.)

Whitfield: (voice over) —if the Powerpuff Girls would have just saved the day.

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