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Power-Noia is the twelfth and final episode in Season 4. It aired on December 13, 2002.

Power-Noia
Season 4, Episode 12
Episode name pun on: Paranoia and power
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Airdate: December 13, 2002
Credits
Director: Lauren Faust
Craig McCracken
Story: David A. Dunnet
Lauren Faust
John McIntrye
Amy Keating Rodgers
Justin Thompson
Carey Yost
Writer(s): Justin Thompson
See also
episode
transcript
image
gallery
Episodes
Previous
"Not So Awesome Blossom"
Next
"Nuthin' Special"

Plot

Another monster is attacking Townsville when the girls fly in to stop it. The monster zaps them and they crash to the ground. In return, the girls drill into the ground and burst open his head. He is gone, and the trio land by the Mayor and Ms. Bellum, who is holding the key to the city. The mayor tells them they sure are brave, and offers them the city. The girls return home, and brush their teeth. Buttercup starts to brag on how great she was. Bubbles mentions she got worried when she screamed in fear. The two start to argue about if she had been scared. Bubbles agrees, then sees a spider on Buttercup's dress. Buttercup freaks out, then finds it was only a spot. Bubbles laughs and says how she freaked, and Buttercup tells her that she is scared of everything. They start to bicker. Blossom says that it didn't matter if anybody was scared, and they shouldn't be scared as long as they had powers and each other. But Buttercup disregards the comment, and starts up the fighting again. Professor comes in and tells them it is bedtime.

The three are in bed, propped up by pillows. Professor tells them to get plenty of rest for their test the next morning. Blossom realizes she had not studied, and gets upset. Bubbles tries to asure her by telling her she was the smartest girl in Townsville. But Blossom doesn't relax. Professor tells them good-night, then shuts the door. The nightlight is on, until Professor remembers a power shortage and switches it off. It's too dark for Bubbles. She notices a big stuffed creepy clown near her, and whimpers and pulls her covers over her head. HIM notices and casts a nightmare spell for the girls' dreams.

Blossom is walking into the school classroom. Ms. Keane is standing in front of the class, and the class seems hypnotized onto Blossom. She sits down, and all silently stare at her. It is revealed it is report card day, and that their report cards are the single most important factor to consider when judging the value of an ones life. The class talks in a unison and blank tone. Blossom gets her report card and is shocked to find out that has all F's. When Ms. K shows that to the class, they all chant "a test" for her. Blossom is confused and scared, and runs for the door. The class, with red eyes, comes close to her.... Blossom, in the bed, whimpers and holds onto Buttercup. Buttercups opens her eyes, sighs, and gets up for water. After drinking, she heads for bed. But a huge spider comes toward her and she screams. More huge spiders appear, prompting her to scream again and run for the door. But instead of the bedroom, it opens into a creepy world of squares and random objects. The spiders are about to get her, so she jumps in. She can't fly, though, so she falls: Right toward a HUGE spider! She screams, and lands onto a square. Many big spiders are coming for her now, and she starts to run. Bubbles, back in the bed, gasps and sits up. She sees nothing, and lays back down. That clown is really creepy. She turns around, and sees shelves of staring, creepy eyed animals laughing in a falsetto pitched voice. She tries to wake up her sisters, but they don't rise. She looks down their bed. A little stuffed bear is standing there, staring. She asks what he's doing there, and all of a sudden, he turns red, grins evilly, and laughs evilly. She gasps as all these creepy stuffed animals come out of everywhere and surround her. A long snake comes out and wraps around her. Its hard to breathe, and she tries to rise up her sisters. Blossom asks what was it, and she says everything is trying to eat her. Blossom tells her to tell herself it was not real, and falls asleep, Bubbles tries, but it doesn't work.

Blossom is now in front of class on a chair wearing a dunce hat. The class is staring at her with red eyes and Ms. K holds cards. While she is sitting there, she notices that she could leave anyway. Blossom was running towards the door and the door falls off. Ms. K asked her questions and Blossom answered them wrong. When she got to her 4th question, the whole wall fell off and she almost fell down. She then notices something odd: everyone in the class turns lobster red, grows claws, their eyes turn bright yellowish green and everyone starts laughing in a falsetto-pitched voice. She comes to the conclusion of who is behind this. So she decided to say the right answer then jumped off the school and searched for Buttercup.

Buttercup was escaping the ugly big spider that wanted to eat her. Blossom talks to her and says that she can't fight a little bug. Blossom flies then Buttercup tells her the bad news. They jump from square to square then lands. Blossom was encouraging her to fight the ugly bug.

A cry for help leads to Bubbles. Meanwhile, the evil dolls are getting ready to do bad things to Bubbles when Blossom flies in and rescues her. Then, one of the dolls throws a toy at Blossom and she falls down. Blossom tries to tell Bubbles it's not real by telling her to look at the familiar looking eyes and claws until the dolls cover her up. Bubbles is now angry at the dolls and defeats them and recuses Blossom.

The Girls are now on a platform and are wondering when they will wake up when HIM appears in a giant monster form. The Girls destroy the form. HIM in his regular form, begs the Girls to stop and says he thought they should be afraid. Blossom and Bubbles explain how they are not afraid as long as they have each other. Buttercup gets annoyed and asks to toss him.

They say she can and Buttercup punches HIM and he falls into the abyss. The Girls lay down and wonder when they will wake up again. Then, they do wake up and the dream is over. They find Professor on their bed who had a nightmare and got scared. The Girls said they would protect him. The day is saved, thanks to the Powerpuff Girls!

Quotes

[Bubbles has rescued Blossom from the evil dolls as they land on a platform]
Bubbles: Shouldn't we be waking up now?
Blossom: Theoretically, yes, but -
[A spider leg lands at their feet as Buttercup finishes squishing the giant spiders]
Buttercup: Ha! Like I said, I ain't afraid of nothing.
[Buttercup tosses another spider leg and joins her sisters]
Buttercup: (to Blossom) You owe me big time, sister. Now, tell me how we get out of here.
Blossom: Well, according to my theory -
HIM: Oh, Blossom, you're always so logical. How droll. (looms over the girls, giggling) Here I am. Sorry it took me so long. I had to slip into something more sinister. (two tentacles with his head emerge from his sides) You've been such good fun, but you're starting to bore me. And I'm afraid playtime is over. I know your deepest darkest fear. You are afraid. YOU CANNOT DEFEAT ME!
[HIM is now a giant monster with a spider face as an abdomen]
Blossom: Let's teach him a lesson!
Buttercup: Whatever! This guy's toast!
[The girls charge at HIM, who charges the two tentacles at them]
HIM: Two heads are better than one!
[The girls fight HIM until he's his normal self]
HIM: Please! No more! Don't hit me! I don't understand! I was so close! I almost had you! You are supposed to be afraid!
Blossom: Guess you should've done your homework, weirdo.
Bubbles: We're sisters and we love each other!
Blossom: And we're not afraid of anything as long as we have each other.
Buttercup: Give me a break, you two. Yap, yap, yap. Can I toss this guy already?
[Blossom and Bubbles stare angrily at Buttercup, then smile at her]
Blossom: Oh, okay.
[Buttercup turns to HIM with a grin]
HIM: No, wait! It's cool! It's cool! Everything's cool!
[With one punch, Buttercup knocks HIM off the platform and into the abyss]
HIM: AAAAAAAAAAAAAAAAHHHHHHHHHHH!!!!!!!

Trivia

  • This episode is the fourth extra from The Powerpuff Girls Movie when it has the Color and Animation movie version.
  • This is the last episode to air in 2002. 
  • This was the first episode of Powerpuff Girls to air on the Cartoon Network website.
  • This is said to be one of the scariest episodes of the series (along with Speed Demon, Tough Love, Boogie Frights and Abracadaver).
  • This episode reveals what the girls are afraid of, and it expands on fears they've shown in past episodes.
    • Blossom- fear of failure.
    • Buttercup- fear of spiders.
    • Bubbles- fear of the unknown.
  • When the girls charge at HIM, Bubbles and Buttercup switch sides.
  • Some of the music heard in this episode is taken from "Speed Demon".
  • While the toys where coming out of the girls closet two of them resemble Gumby and a Teletubby, while the clown doll that initially terrifies Bubbles is a likely reference to Poltergeist.
  • When Blossom is being quizzed by HIM she claims that 7 doesn't have a square root because it's prime, which is right according to HIM. However, even though 7 is indeed a prime number, this has nothing to do with it having a square root or not, since every positive number has one. The square root of 7 is about 2.65.
    • Blossom could be referring to a perfect square root
  • The two cops coming out of the Donut Thing look very similar to the cops in "Girls Gone Mild".
  • The couple walling in the street resemble the couple in "Live and Let Dynamo".
  • During the fight HIM's different heads, the battle uses freeze frames, no outlines, and a slightly different art style, this has a huge resemblance to Samurai Jack. HIM"s heads resemble Aku in the sequences.
  • This was the last episode to have Craig McCracken's input before he left the show to create Foster's Home for Imaginary Friends.

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