Night time fell on Townsville like a blanket. The darkness slowly consumed the city and gently made it's presence known as the day went on. The faint gradient of the sunset was present on the horizon. The villains of Townsville were at a secret meeting in the lair of Mojo Jojo's volcano-top observatory. The villains were engaged in a jumble of commotion and conversation.

"Order! I will have order at my meeting!" Mojo blurt out in frustration. He captivated his participants who stared blankly at him for a few seconds and went back to conversing.

"Shut up!" the Rowdyruff boys yelled together. They sat cross-armed and looking around the room. The villains were silenced through intimidation. "Dad," they said simultaneously signaling to him that he could finally speak.

"As you all know," Mojo started with his hands behind his back stepping on top of the table from his seat, "No matter what we do, no matter how hard we try, those bratty Powerpuff girls keep saving the day! All our experiements! All our plans! All our time, all our investments, wasted!" he exclaimed.

"Yeah!" the villains angrily agreed in unison.

"If there was only a way to test out our plans! Instead of blindly going into the fight!" Mojo continued

"Yeah!"

"If there was only a way to make improvements before they destroy our plans!"

"Yeah!"

"Well now, there is a way," Mojo said squinting his eyes in a dark manner.

"Yea- wha?" the villains started.

"Yes, it's quite simple," Mojo said facing away from his audience, "what's the closest thing we have to beating the Powerpuff girls?"

"Uh-"

"The Rowdyruff boys!"

"Oh."

"Both the Powerpuff girls and the Rowdyruff boys have similar powers: super strength, super speed, flight, you get the picture. What the boys and I have planned was to test our plans on them. Them being the Rowdyruff boys. Basically, if the boys can foil our plans and reign victorious, then the Powerpuff girls should be able to do so as well. Thus through time, we can make the proper adjustments to ensure full defeat of the Powerpuff girls! Then, we shall reign victorious!" Mojo exclaimed raising his arms and clenching his fists in victory. The villains cheered at the idea.

"We don't like our time wasted!" Butch yelled.

"So your plans better be good!" Boomer added.

"Alright losers," Brick said pointing to the congregation of villains, "Bring it on!" he said with a devious smile.

The whole room errupted in villainous laughter as night fell deeper and deeper, darker and darker.

The next day

The villains were once again congreated in Mojo's observatory.

"Men! and Princess and Sedusa, for politcal correctness," Mojo said, "this is our newest development! A special thanks to you, Princess, for your kindly and grand donation to build," Mojo started calmly growing into a triumphant roar, "The Simulatron!"

"The what?" a pink, fuzzy, oddly looking villain said scratching his head.

Mojo smacked his forehead, "I was just getting to there until you so rudely interrupted me, Fuzzy!"

Fuzzy looked down, "Sorry."

"Shut up, so like I was saying, The Simulatron!"

The villains looked at awe at the glistening and gleaming machine. There were two parts to Mojo's invention. The first part was a largely gridded room, around the size of a football field. The second part was a second room outside the large room. The second room had a glass window looking into the first room. This room was smaller in size, no bigger than the average dining room, it had many buttons and screens and levers. These controls surrounded the walls.

"This is the testing room," Mojo said walking the villains into the grandiose room, "This is where all the action begins!" Mojo and the gang walked out and opened the door to the smaller room. The villains and the evil monkey peeked inside as space was limited. "And this, is the control room, this is what causes the action!"

"So basically, we and and of you loser villains will be stuck in the testing room. Mojo is going to use those controls and buttons to create different scenarios and situations. Say, a bank robbery," Brick said medling with a few buttons and levers. Suddenly the setting of the Townsville jewelry store appeared. They were life-like, touchable holograms. The villains watched in awe as the holographic jewelry store appeared before their eyes like magic. "So say you plan to rob this here jewelry store, well, here's the setting, you got your inventions and plans or whatever, and then we stop you," Brick said finishing up. The villains once again cheered at the new evil advancement.

"Which one of you dorks think you can take us on!" Butch exclaimed in excitement.

The boys confidently stepped into the testing room excited and ready for battle. Fuzzy Lumpkins powerfully stepped up. Mojo fiddled with the buttons until the testing room started to change. The room no longer looked like a stark, gridded room. It was now Townville's bayou, or as Fuzzy like to call it, his property.

"Get off my property!" The fuzzy mess shouted as he charged for the boys with his banjo.

"Oh please," Brick said as he only crossed his arms. Boomer and Butch weren't even on their guards either. Fuzzy then hit Brick straight on with his banjo, but the oldest Rowdyruff boy remained unmoved. The banjo broke into many miniscule pieces as it broke over Brick's head as he remained cross-armed. "You'll have to do better than that," he added as he punched Fuzzy in the nose. The big pink creature went flying to the other end of the testing room. "Who's next?" he said deviously eyeing the mass of villains.

The Gang Green Gang stepped up. "Fuzzy's banjo was stupid, but take a look at these guns!" leader Ace exclaimed. The gang suddenly reached for stolen police guns from their pockets and clothing. The testing room changed into the back of an alley.

The boys once again remained casual and unthreatened. Their bullets hit them like rain drops; the boys remained unmoved.

"Booring," Butch said yawning and looking around the room.

"Shoot! We're outta bullets!" Ace said in a panic.

"Shoot? Okay!" Boomer said joyfully laser beaming the gang. The impact of the beams dragged the gang onto the floor where Fuzzy had fallen. The boys laughed in amusement and engaged in high fives.

Next in line was Sedusa. She stepped forward unintimidated. She hissed at the boys and charged with her hair.

"Laame," Butch retorted with his arms crossed as he grabbed the attacking hair. He fiercly pulled off Sedusa's hair which happened to be a wig.

"M-my hair! My haair!" Sedusa wailed running out of the testing room.

Suddenly the boys' eyes widened and immediately gasped. They were trying to contain their laughter as they saw the next villains walk up. The scenery changed into Townsville park. The sight of the Amoeba boys was too much and they dropped to the floor in hysterics.

They clenched their stomachs and wiped the tears from their eyes.

"A-are we winning, boss?" the smallest Amoeba boy asked.

"Oh no, please, no more!" Brick burst in hysterics.

"You can't be for real," Butch added.

"We're doing it men!" the leader of the single-celled trio exclaimed.

"Oh no, Amoeba boys, you're defeating us!" Boomer said sarcastically in laughter.

"Really?" the trio asked with eyes lighting up. The boys slowly picked themselves up off the floor brushing off dust and floor debris as the sound of chuckles slowly faded.

"Not!" the boys teased with devious smiles. The boys punched the Amoeba boys straight on, who like the rest of the other villains, went flying to the other side of the room.

"Enough of this baby stuff!" Princess blurted from the darkness across the room. She slowly stepped towards the light in a serious and tough manner.

The boys turned towards her in surprise.

"Oh, it's just her," Butch retorted.

Boomer yawned and blinked slowly, "Can we just finish this already?"

"How dare you talk to me that way!" Princess furiously flew into the air. Her Powerpuff girl super suit gave her powers. She formed an energy ball within each of her hands.

The boys were finally on their guard.

"Alright guys, despite her fake powers, she's still pretty easy to beat," Brick said confidently getting ready to attack.

Princess launched her energy ball at the boys but they easily dodged it.

"Too slow!" Butch smirked. He was nearing in for a kick, however, Brick already shot her down with his laser beams.

"Too easy," Brick said slyly. Princess was slowly getting up and charged once again. This time she was using only hand-to-hand combat.

A smile grew on Boomer's face, "Don't worry guys, I got this." He was easily able to match Princess's attacks. He got a clear aim at Princess's abdomen and kicked her across the room with the rest of the villains.

Princess fell roughly to the other side of the room. She slowly picked herself up, "Hmph!" she grunted.

Mojo turned the testing room off. He walked toward the pile of fallen villains. "Well, it looks like we have some work to do." The boys walked in his direction to see the damage. "So, from your analysis boys, what do you think we have in our hands?

"Um, a lot of work on our hands?" Boomer said in a joking manner as Mojo and the boys glared at him.

As the villains departed home in pain and defeat, Mojo and the boys created plans and ideas to better the villains of Townsville.

The next day

The villains congregated in Mojo's observatory once again.

Mojo looked at the clamoring villains, "Everyone shut up! Like that boys?" he said turning to his floating trio of children.

"Yep," Boomer said cheerily.

The crowd of villains looked on with silence.

"As you all know, your first attempts were unsuccessful, making it unsuccessful in our attempts to foil the girls. So my solution to these failed attempts is to make gradual and slow changes to see where we need to be."

"Yeah, yeah yeah, we get it! Bring on the weapons Mojo!" Princesss shouted impatiently.

"Yeah!" the other villains said joining in in an uproar.

"Alright, alright," Mojo grumbled annoyed.

The villains made their way to Mojo's basement where the testing room and control room were housed.

"Alright lame brains," Butch started, "Bring it on!"

Fuzzy Lumpkins started once again. He stepped up with his new and improved Banjo as the environment shifted to a destroyed street of Townsville.

"Mojo!" Brick yelled at the monkey in the testing room, "I thought you improved this junk!" He then quickly grabbed Fuzzy's banjo and smashed over the pink creature's head. He swung the neck of the banjo towards Fuzzy's abdomen and the creature went flying to the other side as he did yesterday.

"For your information boys," Mojo called back, "I did make improvements! That banjo was hand made out of high quality teak, one of the strongest woods in the world, so there." Mojo said crossing his arms and swinging his head away.

The rest of the villains carried on in the same manner. Mojo's minor improvements were too minor to be noticed.

Slowly but surely however, Mojo's improvements slowly made progress as the boys had to put in more and more effort to defeat the villains.

"Watch out guys, Mojo's banjo is made out of solid iron!" Brick commanded.

Fuzzy swang furiously and mindlessly at the boys. Boomer quickly caught the Banjo but was taken back by it's new weight. Then, like the other times, they flung him to the other side of the room hitting him with the banjo.

Sudusa stepped up next.

"Not so fast, Sedusa!" the boys chimed charging at her.

"How do you like my new do!" She had her hands on her hips as her hair charged at the boys.

"Gotchya!" Butch said grabbing one of the hair vines and pulling to remove the wig, "Hey! What's going on here! This is supposed to come off!" the hair started to wrap around Butch's arm and threw him onto the ground.

"It's a permanent wig!" she laughed maniacally.

Brick and Boomer snuck up from behind. With a swift quick, she was down. "You okay?" they asked their fallen brother.

"Yeah, yeah, yeah, I'm fine!" Butch snapped sitting with his arms crossed.

"Alright boys," Princess said cutting in, "my turn!" she finished squinting and clenching her fists.

"Princess!"

"Wait!" the little girl cried, "We gotta do this right!"

"What?" the boys said scratching their heads.

The testing room changed into the Townsville jewelry store.

"Wait!" Brick said cutting her off, "Why would you be robbing a jewelry store, can't you just buy-"

"Shut up, geez, Mr. Technical are we?" Brick looked at her with an annoyed glare. "Oh, I also wrote a script," she said handing each boy a piece of paper. "From the beginning, Mojo!"

"We're not doing this, Princess!" Brick exclaimed.

"But it has to be authentic!" she complained.

"Fine!"

Princess started out by robbing the jewelry store. She had threatened the holographic jewelers and kidnapped customers. The boys quickly burst in.

"Not so fast, Princess!" the trio said in unison.

Birck was looking at his script, "Uh, Prepare to be stopped!"

"You won't defeat us," Boomer added awkwardly

Princess, Boomer, and Brick looked at Butch. "Say your lines!" Princess wailed.

"No!"

"Oh c'mon, we did it," Brick said.

"Yeah, but you didn't have to say this!" Butch said pointing at his line.

"C'mon Butch, don't be a sissy," Boomer chimed

"Yeah, you'd know a lot about that wouldn't you!"

"Guys!" Brick said getting a hold of his brothers, "We have a certain annoying brat to get out of our hair."

Butch shook in anger, "Fine! We're the Powerpuff girls, and you messed with the wrong sister, mister! That doesn't even make sense!" Butch yelled throwing the script on the floor and stepping on it.

Everyone in the basement chuckled.

Butch looked around the giggling room in anger, "Enough!" he charged at Princess and punched her in the stomach.

Princess easily picked herself up, "You're gonna have to try harder than that!"

The boys attacked in unison but Princess dodged each attack. Suddenly, her crown started to light up and an energy beam shot from her crown. The little girl started to laugh maniacally.

"Hurry, while she's distracted, aim for the crown!" Brick whispered to his brothers. With a quick and swift kick, they knocked her crown right off her head. They then went into a swift attack on Princess and sent her flying across the room.

Mojo turned off the testing room and the gridded stark white pattern appeared once again. The evil monkey walked into the room looking at the villains. They groaned in pain.

"We're getting their Mojo, but we're not fully there yet," Brick told their father. "Well, we're gonna go to bed, we're actually a little tired, for once," he said as him and his brothers yawned.

As the villains made their way home, Mojo was finally alone, or so he thought.

"Nice to see you again, Mojo," Him said ominously lazily slumping in Mojo's chair. Mojo turned around in surprise.

"Feeling a little quiet today, are we Him?" he asked with his arms crossed and squinting at the evil manefestation. "Where have you been! Do you not understand the opportunity you have been given to defeat the Powerpuff girls?"

Him only sat in Mojo's arm chair grinning. He rested his back on one of the arm rests and crossed his legs on the other. "I don't think you know what you're doing, Mojo."

The monkey raised one eye brow, "What are you talking about? I know exactly what I'm doing, I'm working with the villains of Townsville to defeat the Powerpuff girls! Alone, we are no match, but together! Well, you get the picture, remember, like when we formed to become the Beat-Alls?"

"Oh, don't remind me, Mojo," he said with a yawn.

"The point is, we're going to defeat those Powerpuff girls!"

"Sure. Sure you're going to defeat the Powerpuff girls." At that instant, Him got up and walked away. As he walked, he started to fade until he completely vanished.

Mojo tried to block out Him's words. They made him highly irritated. He decided to relax by working on improving the villains of Townsville.

The next day was no different. The villains gathered in Mojo's lair. This time, Mojo was confident that his improvements were fool-proof. As Mojo pressed a few buttons and levers in the control room, all the cold-hearted criminals of Townsville stepped into the the testing room.

"Hey!" Brick yelled on his guard, "What do you all think you're doing!" His two younger brothers saw him take on a defensive role and did the same.

"You see, boys," Princess started, "Souped up gizmos and gadgets aren't enough to defeat the Powerpuff girls!"

"So after a brief talk with Him," Mojo added, "I was inspired by one of our best successes yet!"

The boys looked at each other with confusion while still on their guard, "What?"

"Oh, it's before your time, but basically, atacking alone is useless, but attacking together! That's genius! There's no way to defeat all the villains of Townsville- especially with our enhanced machines! Together we can Beat All! You guys get it?" the evil monkey started to laugh menacingly as he rased his arms in the air and strained his fingers, "Get ready boys! This might hurt!"

Tthe testing room suddenly changed to a ruined Townsville. The sky was dipped in shades of red and smoke filled the air. The boys were taken back by the villains approaching them. They could sense how powerful they had gotten and all the villains knew it as well. They were confident this time, this time, they wouldn't be defeated.

"What's the plan, leader boy," Butch said worried, "These villains are out to really get us this time."

Brick only stood his ground; beads of sweat poured from his forehead, "We can take 'em," he said smirking.

In no real order, the boys flew towards the mass of villains and attacked whoever they could. Boomer started by charging at Fuzzy. The pink creature welcomed Boomer's attack confidently. As the blue Rowdyruff approached, Fuzzy quickly swung his banjo. His banjo was made with some of the strongest and most indestructable materials on Earth.

"That's not all it can do," Fuzzy said looking at the struck Boomer. Pointing his Banjo at Boomer, lasers shot out from the bottom of his instrument.

"What?" Boomer said flying haphazardly and swerving the laser beams.

Meanwhile, Butch was finding his own set of problems trying to defeat the Gang Green Gang, a usually easily defeated set of villains. However, this time they had more powerful weapons. Mojo enhanced the original stolen police guns they brought with him. They had rays, fire, and bullets laced with dangerous chemicals, especially the infamous Antidote X.

"How do you like our new jacked up weapons?" Ace smirked.

Butch was intertwined between the gang firing a web of shots. "There's now way outta this, Brick!"

In the same predicament as his younger brothers, Brick couldn't help but simply dodge and swerve the attacks made on him.

Princess was hot on his trail. The two children flew around the whole testing room in a game of cat and mouse. "Still think this is easy?" the little girl exclaimed as she shot balls of energy toward Brick.

As the villains were slowly tiring out the boys, Sedusa used her stealthy hair to capture the boys and hold them down. She threw them to a corner of the testing room and the villains immediately huddled around them.

"You boys are finished! It's time for Chemical X-traction!" Princess shouted. The fallen trio of boys looked on with widened eyes. The villains mercilessly charged at them with all they had. They shot fire, lasers, bullets, missles, everything and anything Mojo provided them with. The boys only screamed in agony.

Mojo looked on with mixed feelings. He felt accomplished that his plans were working for once. Then suddenly, Mojo's eyes widened as he remembered Him's words. Sure. Sure you're going to defeat the Powerpuff Girls. He quickly jumped off his seat in the control room and headed for the door. He slammed it open and furiously zipped to the testing room. "Stop! Stop! Stop! Stop!" The villains only ignored him. "Don't you know what you're doing!" He cried as he heard the yells of his sons grow louder. He tried to inch his way in between the villains but they were condensely packed. "Stop! You're destroying them!"

Suddenly, an explosion errupted from the testing room. Red dust and debris filled the air. The villlains automatically stopped what they were doing and looked around the room in fright. The world around them turned dark. The floor suddenly turned rocky and earth like. The sky was a deep scarlet. Dark black clouds of thunder and lightning hovered over the room and an ominous mist surrounded their legs. This was no longer the work of the testing room, instead, it was the sign of an angry Him.

The boys were already fallen and fainted. The eyes of the villains widened at the evil supernatural being. They slowly stepped away as Him appeared to them standing defensively in front of his boys. Him's eyes were glaring an evil yellow. His arms were extended and arced upward, at the end of them, his claws were clanched and his one leg was forward. He was in a ready stance, able to attack if necessary. As the villains stepped back, some tripped clumsily over themselves and ended up on the ground. Some stayed still and quivering. Mojo's eyes scanned the scene. He was shocked to see Him there but was relieved the torment towards the boys stopped.

"Him?" the monkey said in shock.

"Well, well, well, Mojo," the supernatural being said sharply. "Didn't I warn you that you didn't know what you were doing?"

"It, it was a good plan," Him said looking at his hands feeling terrible in a trembling manner.

"You are so lucky I made it in time, you idiot!" Him said enraged as the villains cowered. He looked at his fallen children and picked them up in his arms. With the stamp of his feet, the scenery changed as smoke and debris filled the room. They were no longer in the gloomy testing room, but the boys and the villains were back in the Rowdyruff Room. The sunshine shone outside and the boys were recovering in their beds. They were beaten and bruised, but they were also bandaged. They wore their comfortable pajamas and had IVs in their arms of Chemical X. The boys were wide awake, slightly weak, but at least they were awake.

"Sorry we almost killed you back there," the leader of the Amoeba boys said with his head down.

Boomer giggled, "It's okay, don't worry about it, it was quite impressive what you did there, really."

"Yeah," Brick added, "But I hope you learned your lesson!"

The villains all closed their eyes and looked down in defeat, "We did."

"That it's better to blindly go into a fight with the Powerpuff girls and have you stop the day from being saved," the smallest Amoeba boy added.

"Exactly," Brick replied.

"Or else we'll kick your butts!" Butch added. The villains and the boys joined together in laughter and forgiveness.