Scene change to Butch.  He's flying around looking for HER.  He spots Buttercup washed up face down on the beach.  She looks hurt.  He goes down to investigate.

Buttercup slowly gets on her feet.

Butch turns his back on Buttercup and folds his arms.

Butch's words strike a chord with Buttercup.  Buttercup begins to remember the things she had said earlier.

Buttercup snaps back to reality.  She now realizes the error of her ways.  She tries to convince Butch to work together.

Butch's scowl begins to soften slightly.  He turns around and faces Buttercup.  When he looks at her, he begins to notice the scratches and scars all over Buttercup's face and arms.  He sees her tattered clothing and burnt hair.  Only now does he allow himself to notice the amount of punishment she has taken at the hands of HER.

Butch is astonished at the amount of punishment Buttercup was able to take.

Butch stands there with his mouth open.  He's shocked that after all she's been through, she's ready to fight again. 

Buttercup cracks a sly smile.

Butch responds with a sly look of his own.

Buttercup blasts off going south.  Butch quickly follows.

Scene change to Professor and MoJo working in the lab.  The Professor is working at a desk surrounded by computer printouts.  In the background is a chalkboard covered with scientific calculations.

MoJo is reluctant to reveal his plan.

As MoJo is talking about the laser, the camera changes to various views of the laser in space.  It has the words "Made in USA" and "Chemical X" written on it.

The Professor becomes hysterical.

MoJo slaps the Professor across the face.  The Professor snaps out of his tirade.

As MoJo is going talking, the Professor begins to realize that MoJo is the one responsible for creating HER.  He begins to look down at MoJo with an annoyed expression on his face.  One of the Professor's eyebrows is cocked higher than the other.

MoJo begins to realize he's said too much.  He looks up and notices the Professor's disapproving stare.  He tries to change the subject.

The Professor doesn't press the issue of who made HER any further.

The Professor rolls his eyes.

Scene change to Butch and Buttercup flying.  They see explosions in the distance and realize that it must be HER wreaking havoc on the town.  They blast off to stop her.  They arrive a split second later and see HER standing on top of the city hall.  Panic stricken citizens are running helter-skelter in the streets.

HER lets loose a few shots of her laser vision randomly striking buildings, cars, etc. causing major destruction and chaos.  Butch and Buttercup approach her from behind.

Startled, HER turns around to see Buttercup and Butch standing together, staring her down.

Butch makes the first move.  He crouches down takes off straight for HER.  HER sticks her hand out and grabs his head.  She stops him cold, and then kicks him into the sky.  HER takes off after Butch.  Buttercup takes off after HER.  HER surpasses Butch as he's sailing through the air.

HER swats Butch down sending him straight down into the ground.  Buttercup tries to attack HER, but HER is ready.  HER knees Buttercup in the midsection and then swats her down like she did with Butch.  HER remains floating in the sky gloating over her victims.  She waits patiently for their next move.  Butch and Buttercup recover quickly from the impact.

Butch blasts off straight up into the sky to meet up with HER.

Butch flies off.  HER chases Butch in hot pursuit.  Butch looks back to see how far HER is from him, but he doesn't see HER behind him at all.  

He turns his head to look forward and is startled to see HER floating in front of him with her arms crossed.  Butch slams on his breaks and ends up nose-to-nose in front of HER.  HER's eyes are in flames with rage.  She grabs Butch by the collar and raises her other arm over her head.  HER is just about to give Butch a devastating blow when Buttercup comes from behind and pounds HER on top of the head with a double-fisted smash.  HER's eyes widen on the impact.  HER recovers and turns her head towards Buttercup.  Butch takes advantage of the opportunity and gives HER a smash in the face.  Buttercup and Butch continue the punishment.  They take turns, pounding on HER relentlessly.

Finally, Butch kicks HER in the sky in the same manner as she did to him.  Butch and Buttercup blast upward to intercept HER as she sails through the sky.  They both surpass HER and hang in the air for a second.  With super speed, they begin a blistering downward attack.  They both hit HER with incredible force.  HER streaks down and impacts the ground.  The camera pans back into the distance and we see a giant mushroom cloud appear originating from the spot where HER hit the ground.  Butch and Buttercup put their hands up to shade their eyes from the intense light given off by the silent explosion.  Once the light dissipates, they both go down to examine the aftermath.  They touch down next to the giant crater left by HER.  They stare wide-eyed at the crater.  Buttercup and Butch are in utter amazement.

Butch and Buttercup turn their heads slightly and look at each other.  After a brief pause...

They grab each other and jump up and down in celebration.  They finish off with a high-five.  Buttercup and Butch then have a playful exchange of words...

They both burst out laughing.

Just then, the ground starts to shake violently.  A growling starts to emanate from the crater.  It becomes louder and higher pitched. 

The ground shakes even more until finally HER explodes from the center of the crater and goes straight up into the air.  Butch and Buttercup stare in disbelief.  HER lands down on the ground about 20 yards away from Butch and Buttercup.  HER's body is bruised and has some small cuts on various locations.  Her once spotless white clothing is dirty and ragged.  She is incensed.

Butch and Buttercup take a step back in reaction to HER's fierceness.  HER begins to twitch and spasm.  She growls in anger.  Her body begins to mutate and deform.

After many strange contortions, HER takes on a new form.  She now looks like a female version of HIM.  She's a little bigger than before with red skin, dark pupils, and black claws.  Butch and Buttercup cannot believe their eyes.

Butch and Buttercup resume their attack.  However, this time HER is too powerful even for their combined assault.  HER begins to beat them both unmercifully.

Scene changes to Boomer and Bubbles flying.  Boomer glances over at Bubbles.  Bubbles notices him looking in her direction.

Boomer and Bubbles conversation is cut short as they see Butch and Buttercup in battle with the mutated HER.

Boomer and Bubbles streak down to assist their siblings.  While HER is occupied with Butch and Buttercup, Bubbles and Boomer attack.  Bubbles sneaks in a kick to HER's face.  Boomer follows with punch to HER's midsection, but catches a backhand (backclaw?!) to the face.  However, this gives Butch and Buttercup an opportunity to recover.

Bubbles smiles at Buttercup.  Just then, HER smacks Bubbles with her claw.

Buttercup rushes in and successfully attacks HER.  Now all four of them are attacking HER.  The fight seems pretty evenly matched.  They're all trading blows.

Scene change back to the lab.  Professor Utonium and MoJo are working on getting the Deathray 2000 operational.

Brick and Blossom return from their search.

MoJo hands Blossom and Brick the communicators the RowdyRuff Boys used earlier.

Brick and Blossom waste no time.  They blast off going south to rendezvous with the rest of their team.

Scene changes back to the fight with HER.  HER is beginning to get the upper hand.  HER gets Butch in a headlock.  Boomer tries to help, but is smashed into a large wall.  Boomer slowly gets up.  HER takes Butch and throws him into Buttercup.  The collision knocks both Butch and Buttercup unconscious.  HER turns her attention to the wobbly Boomer.  She begins to charge up her laser vision.  Bubbles see this and realizes that the blast will probably kill Boomer in his weakened state.  Bubbles blasts off towards Boomer.  Boomer, still groggy, sees HER powering up for the attack, but can't coordinate his body enough to move out of the way in time.  He stumbles a bit and then falls to his knees.  HER completes the power up and releases a blast of energy rivaling that of the laser that created her.  Boomer reflexively raises his arms in front of his face to shield himself from the blast.

A slow motion sequence ensues.  It's a race between Bubbles and the laser blast that's heading straight for Boomer.  Finally, Bubbles reaches Boomer in the nick of time.  However, in the process of knocking him away, she bears the brunt of the laser blast.  Bubbles lets out a scream of agony as she's caught in the laser beam's discharge.

Boomer is inadvertently pushed face down into a large puddle of mud.  His entire head is covered with mud obscuring his blond hair.  As the blast dissipates, Bubbles' strained expression fades and she collapses.  Boomer pulls himself out of the mud and turns around.  He sees Bubbles lying on her side, motionless.

Boomer rushes over.  He turns Bubbles' limp body over and looks into her face for any sign of life.  He shakes Bubbles in an attempt to wake her.

HER sees this and is amused.

Boomer is filled with rage.

Boomer stands up and faces HER seething with anger.

She is looking at him, but is unconcerned.  Boomer begins to get angrier and angrier.  His rage begins to give him newfound strength.  Boomer lets out a blood-curdling yell that startles HER.  The mud covering his hair and clothing bursts off him.  A stream of air blows upward causing his hair to fly about wildly.  Boomer is recharged and ready to fight.  HER looks on in astonishment.

Boomer makes a beeline for HER.  He gives HER a flying elbow that sends her sailing.  He flies after her with super speed and hits her again.  Boomer continues his onslaught.

Scene change to Brick and Blossom flying.  Blossom sees the battle raging in the distance.

They change course and head straight for Boomer and HER.

Boomer gets another shot in on HER.  However, HER manages to counter; she pounds Boomer's mid-section.  They trade a few blows before Brick and Blossom get there.  When Brick and Blossom arrive, they look on in astonishment at the battle taking place.  Boomer is running out of steam, but is still holding his own pretty well.  HER takes an over-handed swipe at Boomer but misses, Boomer ducks under the swing, swoops up, and gives HER a double fisted smash on her head.  HER goes streaking down into the ground.  The force of the impact leaves a second, albeit smaller, crater.

Hearing Bricks voice, Boomer is startled for a second.  He regains his composure and takes off at top speed away from the area.  Blossom radios in to the Professor via the communicator.

Scene change to the lab.  MoJo is wearing a communicator, listening for Blossom or Brick to signal.  MoJo is jolted from his seat upon hearing Blossom's screams to fire the laser.

The Professor jumps out of his seat, turns to the console and smashes his fist on a large red button labeled "FIRE".

Scene change to outer space.  We see and hear the laser powering up getting ready to fire.

Scene change back to the crater.  The ground begins to shake as before.  The growls of HER are heard again as she attempts to break out of the crater.

Scene change back to the laser.  The laser reaches maximum power and fires a blast of super intense light down toward the Earth.

Scene changes back to the crater.  HER blasts out of the crater and into the sky once again.  This time, however, she's met by the laser beam.  HER sees the beam coming and tries to change course to avoid it.  The beam misses most of her except for her left arm.  HER screams in pain as she streaks upwards.  Brick and Blossom shield their eyes from the intense light of the laser.  The laser beam begins to dissipate.  HER looks down and notices her left arm is gone.  Seething with anger, she looks up and blasts off toward outer space. 

Scene change to Brick and Blossom.  As the light dissipates, they lower their hands and begin looking in the sky for any sign of HER.

Butch and Buttercup begin to regain consciousness.

Boomer flies past Brick and Blossom, startling them.  They turn and see Bubbles lying unconscious on the ground with Boomer at her side.  Brick and Blossom rush over to find out if she's all right.  Butch and Buttercup join up a moment later.  Boomer is teary-eyed.

A tear runs down Boomer's cheek.  It hangs for a second and then falls on Bubble's forehead.  Another teardrop falls.  Bubbles' face begins to twitch and her eyes slowly open. 

The first thing she sees is Boomer looking over her.

Bubbles slowly gets up.

Bubbles smiles at Boomer.  Boomer returns the smile.

Blossom looks around at the aftermath of all that has happened.

Butch, Buttercup, Boomer, and Bubbles take off back to the lab.

C  L  I  C  K     T  O     C  O  N  T  I  N  U  E  .  .  .