A week had passed since the last time either Professor Utonium or the PowerPuff Girls had made a dimensional trip using the Hyper Conduit Manifestation Device. After the unfortunate events of their last encounter, they decided to wait for a while, so that they could think things over. The professor wanted to continue making trips in order to gather more data, but he respected the girls' decision and put his field research on hold.

It was late at night. The girls were fast asleep upstairs, and all was quiet in the Utonium household. In the darkness of the kitchen, however, a strange, soft glow suddenly filled the room, and in a spark of electricity, a large, swirling vortex opened up. A single figure stepped forth from it, and it immediately sealed up, the room returning to darkness once more.

The visitor glanced about him nervously. He muttered, "It...it worked...I'm here! And it's all still intact!" He glanced at the device in his hand, and said, "At last, a glimmer of hope! Maybe now, I can save everyone..." He made his way cautiously out of the kitchen, through the darkness, and climbed the steps leading upstairs. He crept down the hallway, and very slowly opened the door to the PowerPuff Girls' room.

Upon seeing the girls asleep in their bed, he bit his lip, a sad smile crossing his face. He walked into the room, standing by the edge of their bed, and whispered to himself, "My little angels..."

Buttercup stirred, and looked up through half-closed eyes, "Uhh...wha?" He saw the man standing by the edge of the bed. She recognized the silhouette from the hall light, and mumbled, "Professor?"

As he came into focus, though, he looked different. His hair was messy and disheveled, he looked like he hadn't shaved in weeks, and his lab coat was all torn and ragged. Buttercup said, surprised, "Wh...what happened to you?"

Instead of answering, the professor suddenly scooped all three girls up out of bed, hugging them tightly. This naturally woke up Blossom and Bubbles, as the professor said, "Oh, it is you! I missed you so much, girls..." A tear dribbled down his cheek.

"Hey!" Blossom exclaimed, taken by surprise, "What's wrong, professor?"

A moment later, another shape appeared at the door...it, too, was the professor, also in a somewhat disheveled condition, but in his case it was less severe, looking more like he had just woken up. He froze, spotting the other professor in the room, and said, "Great Scott! What's going on in here?"

The alternate Professor looked up, and said, "HCMD, Professor...does that explain it?"

Without hesitating, the professor remarked, "Now we're the ones being visited, hm? I suppose it was bound to happen eventually. So, what brings you to our neck of the woods, Professor?"

Alt-Professor released the girls back onto the bed, and said, "I can't stay for long." He pulled an HCMD out of his lab coat, and said, "I need to take the girls back with me, to my world..."

"Huh? Why?" Bubbles asked.

"It's something of vital consequence," alt-Professor replied, fiddling with the controls on the HCMD. "Don't worry, I'll tell you everything when we get back."

Blossom looked concerned, but said, "Listen, we've gone dimensional traveling before, and recently we've had a bad experience...I don't really want to go traveling again anytime soon..."

Alt-Professor suddenly spoke fiercely, "Listen! This is extremely important, not only to the safety of my own world, but countless others, including yours! But if we don't hurry, it may be too late. Every moment counts. You have to trust me...if you don't come with me, it could mean the end of everything!"

The girls remained silent, thinking over this. Blossom finally glanced over at the Professor, who slowly nodded back, and said, "Go ahead, girls. Just be careful."

She smiled, and said, "Right. Let's do it!" Buttercup and Bubbles nodded. Alt-Professor smiled, almost with joy, and activated his HCMD, opening up a new vortex. He quickly jumped through, and the other girls flew in after him. The professor watched as the vortex sealed back up, and whispered, "Good luck..."

* * *

They emerged from the vortex, stepping out into what looked like the PowerPuff Girls' room once again. It was dark, though, and in poor condition. The bed was unmade, yet it looked like it hadn't been slept in for some time. Various toys and pieces of furniture around the room were broken or knocked over. One of the windows was also cracked. The girls glanced around at the room as the vortex sealed behind them.

"All right, we're here," Buttercup said, "now would you mind telling us why you brought us here?"

The professor started walking out of the room briskly, and said, "Follow me; I'll tell you as we go." The girls stayed close behind him as he headed downstairs, talking as he went. "A deadly force has swept across Townsville, and if it continues, it will destroy the rest of the world as well..."

"What kind of force?" Blossom asked, noticing as they went that the rest of the house was also pretty run-down.

He walked over to the large window in the living room, which were covered by a tattered set of curtains. "Let me show you," he said, drawing them aside. The girls gasped at what they saw. It was the city of Townsville, but even in the dim moonlight, they could see the horror that had befallen it. Every building, at first, seemed to be wriggling as though with a life of its own, but then it became clear that the buildings themselves were crawling with something, a carpet-like mass that completely obscured each structure in Townsville. It wasn't a single entity, but rather, myriads of tiny creatures.

Bubbles stammered, "Wh-what are they?"

"Roaches," the professor answered. "Billions of them..."

"Then...it must be…Roach Coach? He's behind this, isn't he?" Blossom said. "But...but even if he gathered up every roach in the whole state, he wouldn't have that many!"

"That's right." The professor gazed out at the city, his expression set. "Let me explain...a month ago, he escaped from prison, and went out to gather his army once again. His first step was infiltrating my laboratory, which was easy, to find a way to defeat the PowerPuff Girls. He didn't find what he was looking for, but instead, he stumbled across my plans for the Hyper Conduit Manifestation Device."

He closed the curtains and started walking towards the lab. The girls followed him, and he went on with his story, "The plans were incomplete at the time, but he was intelligent enough with electronics to finish them himself. With his own HCMD, he began instead to travel to other dimensions, gathering up armies of insects from each one he visited, until finally he returned. By then, he had massed such a huge amount of roaches that he was completely unstoppable."

Buttercup frowned, "Didn't we do anything to help? Your PowerPuff Girls, I mean?"

"They tried." The professor hesitated, taking a deep breath, and continued, "There were far too many of them, even for you girls. But even worse, Roach Coach had apparently discovered something in one of the dimensions: a world that had been devastated by nuclear war, and just as scientists had predicted, a race of monstrous, unstoppable giant roaches lived there. Two of them came back with Roach Coach to our world, to act as his personal guardians. My girls fought them, but these super-roaches had strength and power that exceeded their own. All three of the girls were beaten and...and devoured...right before my eyes..."

"That's...that's awful..." Blossom said softly, almost a whisper.

Even Buttercup looked shaken, "Oh man..."

"With no one to stop him," the Professor added, "he overran the town easily. I'm afraid it's too late for Townsville now, but perhaps we can save the rest of the world...and many other worlds as well."

"What do you mean, other worlds?" Bubbles asked.

The professor waved his arms in the air, "Don't you see? He has his own HCMD...once he finishes with conquering the world here, he can just bring his whole army to another world, and conquer it as well. And another, and another, and so on. It could mean the end of everything. That's why I worked extra hard to complete the HCMD...I knew that only then would we be able to find help from the PowerPuff Girls once again."

Blossom nodded, "I understand now. We have to stop him, or everyone everywhere will be doomed." She thought for a moment, and said, "The only problem is, what can we do? If the super-roaches were stronger than us then, we won't stand a chance now either."

"You know about them ahead of time, that will give you an advantage," the professor said. "I know you can find a way to beat 'em...what do you say?"

Blossom glanced at her sisters, then smiled and said, "All right. The world depends on us; we'll stop them, I promise!"

* * *

Elsewhere, in the center of Townsville, a single, unique structure rose up amongst the skyscrapers, although it itself was not a building. Comprised entirely of roaches clinging to each other, the giant mound of insects remained solid and steady, unlike their billions of brethren that were crawling around the rest of the city. Up in the center of it all was their master, Roach Coach, controlling a human-shaped robot much like the one he had before. Two enormous mutant roaches flanked him on either side.

All had been quiet this night, as he planned his next move. Townsville was already his, and it was time to begin to put phase two into action. But now, something new was happening. He held a Hyper Conduit Manifestation Device in his hand, peering at the screen intently. For the second time in the past half-hour, it had picked up a dimensional disturbance someplace. "Hmm," he grunted, "It's comin' from outside the town. It's gotta be Professor Utonium. That idiot, what does he think he's gonna accomplish? I already destroyed those stinkin' PowerPuff Girls of his!"

One of the roaches at his side chittered softly. He glanced over at it, and answered, "Ya got a point, Eddie. He probably did go to try and find help..." His expression suddenly changed to anger. "The girls! He probably went ta get more of those girls!" He shook a fist in the air, "That does it! To arms, my brothers! We're steppin' up our plans right now!"

* * *

The four of them were gathered around the kitchen table, discussing their strategy. So far, though, they had exhausted almost every available option. "What if we fly really high?" Bubbles suggested. "They're just roaches, right? They can't fly."

"Sorry," the Professor said, "but that wouldn't work. The super-roaches have evolved strong wings as well. And they're quite fast, even in the air."

Buttercup slumped on the table, "This stinks! They gotta have some kind of weakness!"

The professor shook his head, "Don't forget, they came from a world devastated by nuclear war. They're true survivors. Even with all my scientific knowledge, I can't think of a way to defeat them either. I thought maybe together we could come up with something, but now I'm not sure..."

Bubbles drifted over to the kitchen window to look at the city again, still crawling with roaches as before. "They haven't left to take over the world yet...can we do something while they're still all in one place?"

"That's not a bad idea, Bubbles," Blossom said, thinking. "Professor, what about just dropping a big bomb on Townsville? If it's too late to save the town anyway, then I guess we don't have to worry about destroying it..."

"Hmm, that could work...there is an old atomic missile silo not far from Townsville," the professor mused. Then he said, "Wait, no. The last thing we want to do is detonate an atomic bomb anywhere near the city."

Buttercup said, "Why? If they're all together, wouldn't that be the easiest way to take 'em all out at once?"

"Yes, but don't forget that roaches can survive intense radiation," he replied. "In fact, such close proximity to a blast might cause them to mutate much faster, and...and..." He trailed off. After an awkward silence, he said, "Girls, I just realized something..."

Bubbles interrupted him, "Professor! Look!" She pointed out the window at the buildings in the distance. The roaches were slowly receding from the buildings, pouring down towards the ground below. "They're moving!"

"What?" Blossom said, flying over to the window to see. Buttercup and the professor joined her. "Which way are they going?"

The huge mass of roaches moved like a flood out of the city, leaving the city limits. However, a moment later, it split into two groups. One continued on the way out of the city, while the other turned and started heading...

"...directly towards us!" Bubbles yelled. "What do we do?!"

"Don't panic! Let's just get out of here!" Blossom said, quickly. The three of them picked up the Professor and flew with him out the front door. They quickly gained some altitude as the enormous surge of roaches poured into the suburbs like a tidal wave. They blanketed the area almost twenty feet deep, but luckily the girls managed to mostly stay above it. A few managed to leap onto them, but they quickly shook them off.

"Get 'em off, get 'em off!" Bubbles shrieked, brushing the last of the roaches off of her.

As the professor surveyed the landscape, he saw the direction the other half of the roaches were heading. "Oh no, it's just as I feared! Girls, they're heading for the missile silo I was talking about!"

"You mean..." Buttercup began.

"Yes!" he replied. "Roach Coach is probably going to detonate the nuclear missile that's there...and if he does, the radiation could mutate all those roaches directly into the same hideous super-roaches that he found in the other dimension!"

"What?" Blossom exclaimed. "Then...then there would be...billions of them?"

The professor nodded, "That's right...a whole army of unstoppable monsters! If even you girls would lose against them, then the rest of the world, and countless other dimensions, would be completely powerless against even one of them, let alone a billion!"

Blossom looked into the distance where the roaches were heading, and said, "There's still a chance, if we can get to the silo before they do. C'mon, girls, let's move!" They shot off as fast as they could, towards the silo, hoping to beat the insect horde there before it was too late...

* * *

They arrived at the base. It was deserted, as the military had fled the site when they got word of the unstoppable danger heading their way. All was quiet, but even now they could see the dark mass on the horizon growing ever closer. The girls landed, setting the professor down.

"Okay, we're here...now, how do we stop 'em?" Buttercup asked.

"First thing's first, Buttercup," answered Blossom. "We have to ditch the bomb." With that, she landed down by the silo hatch in the ground, and ripped the doors off quickly. The giant nuclear missile sat in launch position underneath, no sign of activity evident.

All three of the girls flew into the hatch and grabbed hold of the bomb, pulling it free from its supports. They lifted it out slowly from the silo, being extra careful not to scrape it against the edge, lest they do something to accidentally set it off.

"Easy...easy..." Blossom warned. With a little effort, they finally got it completely out of the silo. "Ok, perfect!" she said. "Now, on the count of three...one...two...three!"

All three of the girls threw the bomb as hard as they could straight up. It soared quickly out of sight, well on it's way to deep space. Buttercup dusted off her hands, and said, "Piece o' cake."

"Ah, girls?" the professor shouted. They looked over, and saw that the huge flood of roaches were now almost at the edge of the base...and the professor was still down on the ground, with no where to run to. He shouted, "A little help, here? And hurry?"

The girls quickly flew down and picked him up. As they did, the roaches reached the fence around the perimeter, crashing through it and pouring into the base. Flying up to safety, they watched as the roaches all crawled into the open silo.

Blossom smiled, "Looks like we made it just in time." She spotted some fuel tanks near the edge of the silo, and said, "I have an idea...be right back!"

As Buttercup and Bubbles retained their grip on the Professor, Blossom released him and flew back down towards the silo. She fired her eyebeams very carefully, slicing open the edge of the fuel tanks without accidentally igniting the fuel inside. The fuel poured into the open silo, over all the roaches that were already inside, and she fired her eyebeams one last time, directly into the center. The fuel, and the roaches, burst into flame all at once, creating a huge fireball that exploded out of the mouth of the silo.

Blossom flew back up to the others, and said, "Well, that takes care of that..."

Bubbles, though, pointed in the other direction and said, "Blossom! Behind you!" As Blossom turned to look, she saw something flying towards them, something very big. It closed the distance between them very quickly, and she saw that it was one of the giant mutant super-roaches. Its wings were buzzing, and it was flying extremely fast, the claws on its hands held out in front of it. The girls all darted upwards, as one of the super-roaches whizzed by just underneath, barely missing them.

Blossom shouted, "Let's get out of here!" As they started to fly away, they stopped...the other super-roach flew up in front of them, blocking their path. They turned around to head in the other direction, but the first super-roach had come about, and had trapped them between himself and the other super-roach.

They grew closer, and Bubbles said, "Wh--what do we do now?!"

The professor thought as fast as he could, and had an idea. He pulled the HCMD out of his lab coat and pointed it at the sky to their left. Pressing the button, he opened up a vortex, and said, "Hurry, girls!" They nodded, and escaped with him through it...before the super-roaches could follow them, it sealed up.

Down below, a few scattered groups of roaches were gathered around Roach Coach, who shook his fist in the air, "You fools! You let 'em escape!" He frowned, and pulled out his own HCMD, "Ah, but it doesn't matter...with the changes I made on this thing, I know exactly where they went to..."

* * *

The girls emerged from the vortex. As far as they could tell, they were still in the same place, but there were no roaches about. Blossom wiped her forehead, and said, "Whew...that was fast thinking, Professor!"

He nodded, "Of course, now we're in a different dimension, but we can get back soon enough. Let's head back to Townsville, so that we come back in a different location than we left."

"You got it!" Buttercup said, and the three of them began flying back. On the way, it was pretty dark, but they could still make out the city in the distance...it was difficult, though, since none of the lights in the city were on.

They studied the buildings carefully as they approached, and Blossom wondered aloud, "What happened? Is the power out or something?"

"I think so," the professor mused...then he pointed at the street below, "Hey, look...there are people walking around down there..."

"Let's get a closer look," Blossom said. They flew down to the street, setting the professor down. Several people were shuffling along the sidewalk slowly, and more or less silently. Bubbles tapped one on the shoulder, "Excuse me, Miss..." The woman turned around, but whatever she was, she wasn't human...not exactly. Her face was a pale blue, her skin wrinkled and broken in spots, and her eyes were bloodshot. Her clothes were all tattered and ripped, and as she turned, she let out a low moan and reached out for Bubbles with thin, boney arms...

"Aaaaa!" Bubbles screamed, "Zombie!" As the girls looked around, more people from the street started heading in their direction, all of them in similar condition to the first one they saw. It looked like something out of a nightmare, or a horror movie.

The girls quickly picked the professor back up and flew into the air once again, to avoid the large number of zombies that now congregated in that part of the street. Blossom gave a brief shudder of revulsion, and said, "This is one dimension I can safely say I don’t want to come back to again…"

Alt-professor nodded, "Agreed. Now, let me just tune this thing back to your world…" He started inputting a set of coordinates. As he did this, Buttercup peered off into the distance in the direction they flew from. She thought she saw something…but before she could say anything, it came into view. IT was one of the super-roaches, with an HCMD in its hand.

"Look out!" Bubbles shouted, and the three of them quickly started to fly away as fast as they could. The super-roach flew after them, but they were slowly beginning to pull away from it. "Quickly," Bubbles shouted to alt-professor, "do something!"

Without hesitation, the professor punched the button on the HCMD. He only had half the coordinates entered, and the other half were still random, but it was better than nothing. The vortex opened up, and they flew through. Buttercup paused before entering…she turned around and fired a blast from her eyebeams, pushing the super-roach back so that he couldn’t follow through the same vortex. She quickly ducked through just before it closed.

Shaking off the hit, and otherwise undamaged, the super-roach lifted its HCMD and began to operate it, scanning to find out where they had gone to. It was smart enough to use it, but it took longer than someone like the professor or Roach Coach. It eventually succeeded, and opened his own vortex, pursuing them…

* * *

Alt-professor and the girls emerged from the vortex, not above Townsville, but rather, above a castle. They were confused, but then alt-professor remarked, "Hmm, I’d wager a guess that technology hasn’t come very far in this world…"

"You’re tellin’ me…" Buttercup said. "So now what?"

"Let me finish putting the second part of the coordinates in, then we can return to your world," alt-professor replied, finishing up the settings on the HCMD as he spoke.

Blossom, in the meantime, looked below and said, "Uh, I think we’ve been noticed…"

Sure enough, there were several night sentries around the walls of the castle, and one of them was pointing frantically up at them, shouting, "Demons! Slay the beasts!" The rest of them raised longbows and crossbows, and began to fire a volley of arrows and bolts at them.

The girls yelped and quickly flew higher to avoid the projectiles, which whistled dangerously through the air around them. They weren’t concerned as much for their own safety, but for alt-professor’s. To make matters worse, they saw another vortex open up, and the super-roach emerged from it.

The sentry, who had called out before, gaped in horror and yelled, "More of them! Attack! Attack!" Another volley of arrows flew towards the super-roach…they stuck into it, but it merely shrugged it off and brushed the arrows away like a mere nuisance. It focused its attention back on the girls, but they weren’t there anymore…they had disappeared through another vortex, and it sealed up before it could reach it…

* * *

They were back in Townsville at least. The girls made a beeline back to their house, and found the professor awake, waiting for word from them. "Girls!" he said. "I was worried…"

The girls set down alt-professor, who said, "There’s not much time to explain. Professor, you need to use your HCMD, quickly. It’s not going to be safe here much longer."

The professor was confused, but decided that, if he couldn’t trust himself, who could he trust? He withdrew his own HCMD and said, "What’s this all about?"

"Roach Coach," Blossom said, and quickly explained the entire situation, about the roaches, the super-roaches, and the radiation, not to mention how Roach Coach has his own HCMD. As the professor listened, he nodded understandingly. Blossom finished, "…so now we need to find a way to stop them. We can’t stay here, or else they’ll just find us again."

Buttercup said, "Yeah…I hate all this running, but we can’t beat ‘em. They’re too strong!"

"And scary," Bubbles added. "What do we do?"

"I have a suggestion," the professor said. He turned to alt-professor and asked, "You thought of this too, haven’t you? It’s the reason you came here in the first place…turnabout is fair play, right?"

"Right," alt-professor nodded. "I figured if Roach Coach was going to enlist the aid of insects from other dimensions, the least I could do is try the same with the girls…"

The professor said, "Exactly…but why stop there? We can go get more help…"

Blossom thought about this, then snapped her fingers, "Hey, I’ve got it! Professor…I mean, the other professor…let me borrow your HCMD. I have an idea." Alt-professor shrugged, but agreed, handing it over to her. She continued, "All right, now. Professor…our professor…go find some other PowerPuff Girls to help us out. I’ll be back shortly…"

"Where are you going?" Bubbles asked.

Blossom just smirked a little, as she changed the coordinates on the HCMD, and said, "To visit an old friend…" She punched the button and opened a vortex up, and waved, "I’ll be back shortly!" She ducked through, and vanished, the vortex sealing up behind him.

The others looked towards the professor, who was setting his own HCMD. Buttercup asked, "Other PowerPuff Girls? I guess that would work, but…I mean, if we’re not tough enough, then they wouldn’t be able to do any good either, would they?"

"Well, we’ll just have to find tougher girls, then," the professor said, "and I know just the place. Hold down the fort while I’m gone, okay?" He opened up a vortex and stepped through before they could say anything else.

Bubbles stared silently, "Now what?"

Buttercup folded her arms, "Guess we just wait here." She didn’t have long to wait, though, as suddenly, the house shook as something slammed into the roof. "On second thought, let’s get moving!" The two of them picked up alt-professor and quickly flew out the front door. The super-roach, which had landed on the roof, spotted them retreating and flew after them…

* * *

Blossom emerged from the vortex, and looked around. She was in the right house…it was different from their own, but she knew her way around it already. Luckily, no one had seen her show up, so she didn’t have to explain her presence. She flew upstairs and quietly opened one of the bedroom doors, hovering inside. There he is, she thought, spotting him sleeping over in the bed.

Moving over, she shook the boy gently and whispered, "Hey…Dexter…wake up!"

Dexter’s eyes blinked a few times, and he opened them slowly, "Wha…" Noticing only a pink blur in front of him, he immediately groaned, "DeeDee, it’s the middle of the night…"

"No, I’m not DeeDee," Blossom said, "Listen, I need your help…"

Dexter reached over and picked up his glasses, putting them on so he could see more clearly. As Blossom came into focus, he sat up and said, "You?! What are you doing here?"

Blossom couldn’t help but grin a little, but she tried to remain serious, "It’s a long story. I need your help to save the world…actually, to save all the dimensions."

"Really?" he said. "Right now? It’s late, can’t it wait until morning?"

"No," she answered, shaking her head. "We gotta stop them now, tonight. Everything depends on you, Dexter; you’re the only one that can help us now."

Blossom knew that playing on his ego would be a good idea. She saw the smile cross his face, and he exclaimed, "Well, then what are we waiting for? To the laboratory!"

* * *

Back in the other dimension, the girls were darting around the buildings in Townsville, trying to stay ahead of the pursuing super-roach. Bubbles turned and fired more eyeblasts at it every so often. She was just trying to keep it at bay, but it was beginning to anticipate her attacks, and started flying around them instead of getting hit by them.

Buttercup hoped that whatever Blossom and the professor were planning, they’d hurry. Now that the super-roach wasn’t getting pushed back by the blasts anymore, it was slowly gaining on them. They tried everything to lose it, but nothing worked.

Finally, the three of them had circled almost completely around the city, and hid in the forest just outside of town. They paused to catch their breath, "We can’t keep running forever…" Bubbles said.

"I know," Buttercup said. "That thing didn’t even look tired at all, either…"

Alt-professor shook his head sadly, "You should have left me behind back there…I’m just slowing you two down."

"And let him get to you? No way!" Bubbles said.

A dark shape suddenly silhouetted the moon. The super-roach had discovered where they had gone too, much faster than they had anticipated. The girls screamed as he descended out of the sky far too quickly for them to react, and slammed them both into the ground, holding each one down with one of its claws. Alt-professor stared helplessly, and the thing looked over its shoulder at him evilly for a moment, before focusing its attention back on the girls.

Buttercup strained, but couldn’t move, "Too…strong!" Bubbles also couldn’t break free.

As the super-roach snapped its mandibles together in anticipation, alt-professor gasped in horror, and thought, No, not again…I didn’t want to have to see this again…

Abruptly, three crimson beams intersected on the creature’s position from the sky, knocking it away from the girls. Buttercup and Bubbles got back to their feet, glancing over at the super-roach, which slowly struggled to get back to its feet. They looked into the sky to see where the attack had come from.

Three PowerPuff girls hovered in the air, arms folded across their chests, but they looked different. Alt-Blossom was missing her bow and hairpin, and she and alt-Bubbles both wore their hair down. Alt-Buttercup’s face and arms were covered with scars. The biggest difference, though, was their outfits…black, with a stripe of color across the waist…

"Hey, those look like…" Buttercup began. She had never seen them before, but the professor had told them about the girls he met on his very first dimensional trip, and they matched the description. Now they were here, and she had to admit, they looked even tougher than she had pictured them.

Alt-Blossom spoke, "The professor told us we’d find you here. Seems you have a bug problem…"

Smashing one fist into her other, alt-Buttercup said, "Time to exterminate."

Alt-Bubbles nodded, "Let’s do it." The three alt-girls dove down towards the super-roach. It looked up at them and tried to raise its claws in defense, but they were upon it in an instant, unleashing a flurry of punches and kicks to its exoskeleton. Bubbles and Buttercup quickly flew back to a safe distance near alt-professor to watch.

Amazingly, the alt-girls seemed to be holding their own. Their punches were decidedly stronger, and a few times, the super-roach looked like it was dazed from the blows it was receiving. Alt-Buttercup slammed into its back with a double-fisted punch, and as the creature hit the ground, they could see a crack forming in the exoskeleton on its back.

"They’re winning!" Bubbles exclaimed.

At once, though, the super-roach swept all of its claws out in a dangerous arc. It knocked into each of the alt-girls, causing them to recoil back, but they regained their balance almost as quickly. By this time, however, a strange green glow had come from the crack on its back, and it sealed up.

"Aw man, this stinks!" Buttercup said incredulously. "They can heal themselves, too?"

Alt-Buttercup "Doesn’t matter…when I get done with him, there won’t be anything of him left to heal!" She dashed in and grabbed the creature by the throat, pummeling it in the face with her free hand over and over again. The other two flew behind it and fired their eyebeams, slowly working on slicing its wings off. Buttercup decided that she couldn’t just stand around and watch anymore, so she moved to one side and started helping with her own eyebeams. Bubbles did the same, from the opposite side.

Alt-Bubbles finished cutting halfway through one of the wings, and shouted, "It’s working!"

Nodding, alt-Blossom ordered, "This thing’ll be grounded in no time!"

Up until now, the creature had barely been able to mount any kind of offense against the girls, but finally, it reached up with two of its claws and grabbed hold of alt-Buttercup, prying her away from its neck. It flung her over its shoulder, directly into alt-Bubbles, knocking her out of the air, where they both landed in the ground at the base of a tree.

"Bubbles! Buttercup!" alt-Blossom shouted, stopping her eyebeams for a moment to see if they were all right. That was all that the super-roach needed, though, as it spun around, ignoring the blasts from Bubbles and Buttercup at his side, and struck her with a punch that knocked her clear through the trunk of a nearby tree. It reached out in the next moment, grabbing both Bubbles and Buttercup out of the air, and smashed their heads together in front of itself. He threw them both into the same tree alt-Blossom had just flown through.

Its back was to the professor now, and he could see a glow around the edges of its wings, as the cuts the alt-girls made were healing. This is not good, he thought.

Alt-Bubbles and alt-Buttercup got up, both rubbing their heads. Alt-Buttercup said, "Man, that thing’s tough."

"At least we know we can hurt it," alt-Blossom said, returning to the fight. "I don’t know if that’s good enough, though. We have to try something else…"

"How about some help?" a voice shouted from above the treetops. Everyone looked up, and they saw Blossom hovering there. She was carrying a huge weapon of some sort, kind of like a large laser cannon. Cables from the weapon linked to a large power pack on her back. The whole thing hummed with enormous power. "I’m back…better late then never, huh?"

"Blossom!" Bubbles and Buttercup both said together, picking themselves up from where they landed earlier. "Where did you get that thing?"

"Allow me to explain," another voice said. Stepping out from the woods, Dexter came into view. He was armed with a weapon identical to Blossom’s. He continued, "All she had to tell me was ‘giant radioactive mutated cockroaches’ and I knew just the tool for the job…my Ballistic Anti-Radiation Beam Ionization Emitter!"

Alt-professor looked confused, "Uhh…B.A.R.B.I.E.?"

Dexter’s eyes widened for a moment, then he said, "Ah, er…actually, let’s just call it the Anti-Radiation Gun…heh heh…"

The super-roach decided not to wait around any longer, and it flew up in the air towards Blossom. Alt-Blossom called out, "Look out!" Blossom stood her ground, though, raising the weapon and firing. A bright green beam of energy emitted from the barrel, striking the creature dead-on. As the energy washed over it, its form started to shift and change, seeming to shrink. The beam stopped, and a single, lone cockroach fell to the ground. It was perfectly average in every way.

"Whoa…" alt-Buttercup said, awed.

"I know, I know, isn’t it great?" Dexter said. He flipped a switch on the side of his weapon and said, "It doubles as a high-powered laser rifle, too!" With that, he fired a quick blast from the weapon at the roach that was left over. It exploded, leaving a small smoking crater behind. He smiled smugly, "Pretty impressive, if I do say so myself…"

"I’ll say," Buttercup remarked. "That was really easy…we shouldn’t have a problem bringing down Roach Coach now…"

All of them gathered in the center of the clearing to decide their next move. Bubbles, though, was talking with alt-Bubbles instead. She said, "Hey…I didn’t realize how cute that looks, with my hair down."

Alt-Bubbles managed a smile, and said, "Thanks…I kinda liked the pigtails when I had them, but it was such a hassle after a while…this is so much easier."

Meanwhile, Buttercup was busy talking with alt-Buttercup, "That was some awesome fighting! And you know what…I thought I’d look nasty with scars, but it’s actually pretty cool-looking."

Shrugging, alt-Buttercup said, "I don’t look at ‘em that often, but yeah, they are kinda like trophies…each one reminds me of a villain we fought."

While this went on, Dexter and alt-professor were having a discussion about something or other relating to science. As it turned out, only the two Blossoms were actually discussing strategy. "I think we should go back to Roach Coach’s dimension and take out his other super-roach. Then we can mop up the remaining roaches, and take him down once all his help is gone."

"Sounds good," alt-Blossom said. "Although, we really should strike directly at the heart of the matter. Without Roach Coach, without a leader, they’ll fall apart." She cast a glance over at Dexter, and grinned slightly, "So…who’s that, anyway? Someone you met on your travels, I take it?"

Blossom blushed slightly, lowering her eyes, and said, "Yeah…you could say that…"

"Hey," alt-Blossom said, putting a hand on her shoulder. She whispered, "Don’t look so embarrassed… I know what you’re thinking, I think he’s kinda cute too."

"Welllll…" Blossom said, blushing a little more.

Alt-Blossom insisted, "You should tell him, really…"

"Heh…" she chuckled to herself. "M-maybe another time…"

As they spoke, the professor emerged from the woods. They all turned to look at him. He called out, "Hello everyone…did I miss everything?"

"Not everything," alt-Professor said. "We’re just working on a strategy for attacking Roach Coach now. I think that whatever we decide on, we should probably get moving. Who knows what he’s up to right now? He might have found another bomb for all we know."

Dexter’s watch beeped, and he glanced at the readout on it. He said, "I’d hate to interrupt, but, ah, we have company…I have just picked up an extra-dimensional surge…"

"From where?" Blossom asked.

"Four miles east of here," Dexter said.

Blossom nodded, and flew up above the treetops to get a better look. What she saw made her gasp, "Oh no…"

Worried, Bubbles asked, "What is it?"

Blossom replied, "Trouble…" Off in the distance, she could see the faint glow of a vortex, and pouring out from it were thousands and thousands of roaches, like someone had just turned on an invisible tap of water in midair. She also saw two larger shapes: the other super-roach…and Roach Coach himself…

* * *

Roach Coach growled in anger as he emerged from the vortex. "I know they’re here! This is where they all showed up…all I gotta do is stop ‘em here, and there won’t be any way to stop us!" He examined the readouts on his HCMD and said, "Now, we just gotta find ‘em..."

"We’re right here!" came a shout. He looked over, and saw a larger number of foes than he had expected. All three of the PowerPuff Girls were there, plus another three. There were also two Professor Utoniums, and a small boy that he didn’t recognize. Both Blossom and the boy were armed with a large weapon.

Blossom, who had called out a few seconds ago, continued, "We know what you’re up to, Roach Coach, and we won’t let you go through with it!"

He was taken by surprise, but only for a moment, before he said, "Ah, so there’s no more runnin’ and hidin’, huh? Ok, Jimmy, go get ‘em!" The super-roach at his side nodded, and launched itself towards them.

He didn’t get too far, though, as in the next instant, Dexter shot at it with his weapon, and before his eyes, the super-roach shrank, turning into a regular roach once again. "What?!" he exclaimed. "How can this be?! Arrrgh! That does it…attack!"

A large section of the roaches he had brought with him started swarming towards them. All of the PowerPuffs, except for Blossom, flew into the air and opened fire with their eyebeams, each aiming at separate parts of the oncoming horde. Blossom and Dexter, in the meantime, had flipped the switches on their weapons and started firing huge blasts of energy. Between the seven of them, not a single roach could get anywhere near them…they were vaporized before they even got close.

Frowning, Roach Coach snarled, "You haven’t beaten me yet! I’m gonna stamp you out for good, annoyin’ PowerPuffs!" All the rest of his roaches, which was still a sizable number, immediately flowed towards him, surrounding him. They rose up into the air, and although the girls knew what he was up to, they didn’t expect the final outcome. The roaches had formed the shape of one giant insect, as he had once done a long time ago, but this one was comprised of many more than the original…it towered above the landscape, almost as big as the tallest building in Townsville. It loomed menacingly over them, prepared to strike.

"Uh oh…" Bubbles and alt-Bubbles said together.

Alt-Buttercup shouted, "Don’t just stand there! Attack it!" She opened fire with her eyebeams at the thing, but it anticipated this move, and the roaches at the spot she was aiming moved aside, letting the beam pass harmlessly through it. The other girls took their own shots, and it did the same thing…not even a single roach was harmed.

With a growl, the giant roach swung a clawed hand down at them, swatting the five girls that were still flying right out of the air. All five smashed into the ground, leaving a large impact crater. Roach Coach laughed, and shouted, "You can’t stop me! With my army of roaches at my command, I’m invincible!"

"Quick!" Dexter said, "Switch the B.A.R.B.--…err, the A.R.G. over to full power!" Blossom nodded, and both of them powered up the weapons. They aimed up at the approaching giant roach and fired two huge beams of energy, way too wide, they thought, for it to dodge as it had done with the eyebeams.

Unfortunately, it did just that. Two gaping holes appeared in it, and the beams missed it completely. Now that they had each fired a high-power blast, the weapons needed time to recharge…time that they realized they didn’t have, for the giant roach was almost upon them.

It rose a foot up, ready to smash it down on top of them. The two professors looked at each other. Alt-Professor said, "Are you thinking what I’m thinking?"

"I think so," the professor answered, holding up his HCMD. The giant roach’s foot started to come down from the air, heading right for them.

Nodding, alt-Professor said, "Okay, ready? Now!" They both punched the buttons on the HCMD at the same time, aiming at a spot in the air above them. The sparks of electricity struck each other at the same point, and a colossal vortex opened up in the air directly above them. The giant roach’s foot came down in the vortex instead of hitting them, and as a result, the entire mass of roaches was off-balance. It tottered forward, and most of them fell into the vortex.

The head, though, managed to leap free. It landed safely on the ground, and the roaches scattered, revealing Roach Coach, who looked around and shouted, "Where are you going? Come back, you deserters!" In the next moment, the six girls surrounded him on all sides and floated there, arms folded. He waved his fists into the air and said, "Rrrrrgh, you may have defeated me this time, but I’ll be back!"

With that, he raised his own HCMD and was about to use it when alt-Blossom snatched it from him and crushed it to pieces in her hand. She shook her head, "I think not…"

Alt-Buttercup immediately picked him up and said, "Yeah…have a nice trip, pal!" With that, she tossed him into the air, through the giant vortex, just before it closed up.

The girls landed back over by the professors. "Wow, professor!" Blossom said. "That was some fast thinking."

"Where did it go, anyway?" Bubbles asked.

"Actually, nowhere," the professor said. "A double portal like that would have been comprised of two sets of coordinates, which is an impossibility, so most likely, the portal just empties out into some dimensional non-space. Anyway, without his own Hyper Conduit Manifestation Device, he’ll be stuck there for some time."

"Well, that’s good…all’s well that ends well, I say," alt-Professor said. "At least the worlds are safe now."

Everyone gathered back together again. Blossom asked, "What now? Bubbles, Buttercup, the professor and I are all in the right dimension, so I guess you guys will be getting back to your respective dimensions…"

"Heck yeah!" Dexter said. "This has been fun and all, but I have school in the morning…mustn’t be late! I have a perfect attendance record to uphold, you know…"

Both Buttercups rolled their eyes a little, but Blossom just nodded at him, smiling, "Yeah!" She glanced at the alt-girls, "You three…how is your world, anyway? I heard all about it from the professor…have things gotten better?"

"Yes," Alt-Blossom nodded, "The people are beginning to trust us again. Things are really falling back into place. We still think about the professor every night, though…you can’t imagine how happy we were when he came to visit us tonight. Of course we knew we had to help him any way we could."

Blossom nodded, and looked over at alt-Professor, "How about you? Are you going back to your dimension?"

Alt-Professor was lost in thought….he said, "Hmm…well, truthfully, I’m just glad my world is safe…but there really isn’t anything for me to return to. My Townsville is destroyed…and so are my girls…"

The professor smiled, and said, "I know three girls who would be happy to have you join them." He looked over at the alt-girls, and said, "Am I right?"

Alt-Blossom’s expression brightened at the idea of getting a new professor in their world…she exclaimed, "Hey, yeah! Professor…you can come with us!" The other two alt-girls looked overjoyed as well.

"It makes sense," the professor continued. "You’ve lost your girls…they’ve lost their professor. I’m sure you both would be happy together…what do you say?"

Alt-professor gave a slow smile, wiping a tear from the corner of his eye, and said, "I’ll do it…" He stepped forward, and the three alt-girls flew into his arms, hugging him. "My girls…"

The others smiled at this display, except for Dexter, who said, "All right, now could someone be so kind as to open up a portal back to my own dimension, please?"

"Okay, Dexter…" Blossom took out alt-professor’s HCMD, made the necessary adjustments, and punched the button. The vortex opened up, and as Dexter prepared to step through, she said, "Dex…uh…" She glanced at alt-Blossom, who smiled back at her. Looking back at Dexter, she said, "I, uh…I’ll visit you really soon, okay?"

"Sure, fine, whatever…all right, goodnight!" he said, disappearing through the vortex. It closed up behind him, and she gave another dreamy smile, thinking, He said I could visit…*sigh*

He handed the HCMD to the professor, who quickly put in the coordinates for the alt-girls’ dimension. That done, he handed it to alt-professor, saying, "Take care, Professor."

Alt-professor smiled, punching the button on the HCMD to open the vortex, and said, "We will. So long everyone! Come by anytime!" He passed through the vortex as everyone waved, and the alt-girls paused to wave back, before disappearing through as well. The girls and the professor stayed there only for a few minutes longer, before returning home for some well-deserved sleep.

* * *

Thousands upon thousands of roaches drifted through the endless void, extending out in all directions, with no place to go, and no way out. Floating amongst them was a single larger object: Roach Coach’s human-shaped robot suit. However, parts of it were disassembled, and Roach Coach himself crawled about on its exterior, furiously taking pieces of it apart and moving the components to a safer place inside. He hissed, "Lousy, rotten PowerPuff Girls. If I’d only written down exactly how the HCMD works! Well, I can figure it out, maybe even build a makeshift one. Then I’ll show ‘em! It might take months, or even years, but I will return! Then we’ll see who’s the true superior life form! HeheheahhaHAHAHA!"