A/N: Well I felt bad about the fact that some of you are reading Deal with the Devil looking for HIM and haven't gotten any yet so here is some proper HIM action for you all to enjoy.

Set before the Powerpuff Girls moved into Megaville, this is the tale of the final battle for Townsville, the day in which the Girls faced their greatest foe for the last time. As I showed in the Prologue of Deal with the Devil, the HIM in my stories is a unrestricted one in his power. Obviously due to the fact that Powerpuff Girls was a kids show they couldn't have him go off and kill people and they made him a lot funnier more often parts then he was scary, but then you had the episodes which demonstrated his evilness. Episodes such as the one where the girls went to the future and found it a post apocalyptic wasteland where everyone have been zombiefied and HIM rules all really stayed in my mind since childhood and probably always will.

But I digress, you can view this bonus chapter for Deal with the Devil as a trailer to what sort of power HIM now has so I'm warning you now, it is not pretty. Though I always make a point of having fun moments in my stories they are dark and some parts may not be suitable for some, that's why its rated M so don't say I haven't warned you all. For this story I was trying to see how scary and dark I could write so it is meant to be unpleasant, so don't read it if you don't like that sort of thing. This is not crucial to Deal with the Devil it is just a little back-story and an experiment for me on my own writing as I have said.

This is the full power of the most evil of all evil being unleashed upon the world…

Part 1

The city of Townsville

Eleven years before the events of Deal with the Devil

Hollow laughter echoed from every corner of the city, sounding off from every shop, every bus shelter and every house, piercing the terrible red mist that had wrapped around the city in a lethal, hellish grip as it swirled and danced in the midnight air. There was no sound of life within the city anymore, the fading laughter giving way to a terrible and unnatural silence that clung to the very air and seemed to way it down into the swirling red mist.

Bodies littered the streets in their own deathly silence; each shriveled and burned by some terrible, invisible heat had consumed their bodies when the mist had found them, their clothes somehow remaining untouched. Even as they lay there, finger like tendrils of blood red smoke seemed to reach towards them, stroking their faces almost tenderly.

Even the stars themselves were bloated out by a red tone that had consumed the city. Plunging it into a hellish red light.

The smoke seemed to snarl and curl up like a snake preparing to strike as a sudden shift in the wind heralded the passing of something. It glowed and pulsated as the ruling red tone was shattered by three streaks of bright lights soaring throu the air in a low arch, always remaining above the top layer of the heavy mist. The lights curved up and down, seeming to fly randomly from left to right or suddenly having one vanish down another road before rejoining the others as they past the next junction. The lights they left behind slowly fading away again and allowing the red to once again pore forward and consume the world.

The smoke curled and seemed to snap again as it heard the faint sound of sobbing peace the silence that it had worked so hard to achieve. The faint sound of metal groaning pierced the air as the mist seemed to climb up metal scaffolding and swing out in an attempt to hit the lights as the shot by, desperately trying to quell the sobbing and return the world to its silence.

As they flew, the fog seemed to register the falters in the flight of the blue light and begun to reach for it, stretching up into the air as the sobbing blue light lowered down into the sea of pulsating, blood red mist.

"Bubbles watch out!"

The arm of deathly mist shattered and evaporated as the other streaks of light suddenly turned and shot down towards it, the figures within breathing out with more force than any human could possible wield, the strong wind wiping its form from existence before it begun to re-grow from the sea of angry smoke below, reaching back up for its pray. In the split-second it took for the mist to regroup however, the green light and shot down and grabbed the falling blue, lifting it back into the air and to safety.

From within the third, red, light, ruby red eyes watched them come closer before they all stopped near each other, hovering over what had only a few hours ago been the city marketplace, somewhere that had always been alive with activity. Now however, the girl, all dressed in red, was forced to look away from the ground as the mist parted enough for them to see the sea of corpses that littered the ground, it was as if it was showing them with whatever low amount of cunning intelligence that the unnatural, hellish mist possessed.

Blossom felt sick as she silently took flight again, relying upon her sister to follow. She could sense their presence throbbing gently in the back of her mind, allowing her to know they were without having to glance back but it felt weaker than usual. Even her none physical senses had been dampened by whatever aura the mist gave off, she felt lost and alone in a city that had always been so kind and content with its own existence but had been turned into a vision of hell itself in just one day of horrific death and fear.

She snarled as she bit back the same tears that she could sense flowing freely from her sister's eyes. Shooting a brief glance backwards she could see the blurry forms of Buttercup and Bubbles flying a couple of feet away, the green eyed girl holding her sobbing sisters tightly and whispering words of comfort that seemed hollow even to her own ears. Blossom's teeth dug into her lower lip as she flew, desperately trying to keep her eyes forward so as to avoid looking down at the red mist she could sense below, She could only ignore the prickling heat that ran across her entire body as the mist reached upwards towards the targets it didn't stand a chance of catching.

No matter which way she looked at it, the mist that had taken approximately half the city was being driven by some terrible overall conciseness. Something was driving it towards its objective, something was keeping it within the bounders of central Townsville and something was giving it the power to take physical form whenever it came across a barricade that prevented it from reaching its pray. The more she thought about it, the clearer it became who it was that was controlling it, but all she could do was pray that she was wrong.

She hated feeling so powerless…

Dead eyes looked up at the lights from the street, their faces forever frozen in one of sheer terror and agony, forever pleading their heroes for salvation. Thou the mist hadn't spread for more than a third of the city, the sheer amount of fatalities were beyond anything the girls could think.

Blossom snarled again as a single sob broke free from her. No matter how strong she felt she had to look as leader of the group, she was so scared. They were alone and terrified in a city of the dead and they were doing the only thing that girls their age knew to do when they were scared or alone. They were going home.

Home….

The place that they had lived their entire lives in, the one place they had always felt safe and secure, the place that they had loved being because they believed no villain could touch them there, there was only ever the one man who had been there for them from the beginning, their creator, their father…the professor.

Blossom blinked in confusion as a sudden change in the color of her surroundings broke her from her train of thought.

The mist had seemed to suddenly stop in the middle of an open space, flowing in a sort of horizontal line as if it were struck by an invisible wall as its controlling conciseness held it in place. Neither a strand nor wisp of the lethal air broke form the invisible boundary, no matter how strong a wind blew as the girls flew by them

As the three girls broke free of the mists outer lines however, they found a city that was all together different from the one they had just been in.

Here there was utter panic as people desperately tried to gather their belongings and flee the city from houses that were barely a foot away from the gas. People were screaming and throwing themselves on whatever transport they could find, stealing cars, attacking each other or collapsing on the ground in exhaustion. The city was in utter chaos and the sound of fighting, screaming and cursing was all but deafening after the horrific silence of the mist controlled areas.

The three girls tried not to look down as they flew on. There was nothing they could do to help the people below and they would only get trampled in the mob themselves if they didn't just keep overhead, they were in a very different world from the one they had grew up in.

"Oh god! Get off me!"

"Shut up lady and give me your damn money!"

Blossom eyes shot open as she heard the familiar voice of an old foe break through the screaming. Her ruby red eyes spun and narrowed upon the form of a tall, skinny man looming over a terrified looking woman, the two people's features bathed in darkness from the tall alley walls.

At the mouth of the alley a group of people were using lead pipes to smash windows and cars in a frenzied attack that people always seemed to go into whenever they were in times of panic. With great cries of pent up fear and anger they smashed open a car bonnet and ripped the engine out, smashing it into the ground and pouring gasoline everywhere they could. Chanting in an insane parody of a Indian War Dance they threw a lit match into the pool of patrol and cheered as a trail of fire ran across the floor before the car exploded in a spectacular fashion, sending the cars body into the air before it came crashing down on its top, prompting more insane cheering from the people around and a curse from the figure in the alley as the fiery light bathed him in light.

Dark Green eyes widened in fear from behind shattered sunglasses as Buttercup suddenly exploded into light and shot at him with more speed than even she had thought she could. He could only give a weak grunt as the air was smashed from his lungs as her body smashed into his stomach and sent him flying backwards into the alley wall, not stopping until he collided with the wall on the other side of the music shop they had broken into.

Buttercup snarled as her hand wrapped around the grubby shirt collar of her victim.

"Hey come on Cuppy" The man gasped as he rested a hand upon the fist that held him, too weak to even attempt to pull it loose. "I was only having some fun"

"I don't have time for you now Ace" The girl roared in fury as she swung the gang leader around in a vicious arc, slamming him into a table with such force that the wooden furniture exploded beneath Ace's back, causing him to yelp in pain. "Why don't you just get out of this damn city like everyone else instead of praying on the weak like the scum you've always been?! We've put up with you for years now but I swear I've had far too much of you're sh…"

Buttercup fell silent as Ace begun to chuckle from the floor, his green hand raising and covering his eyes as he laughed.

"You think I'm still scared of you?" He managed to gasp between his laughter "I don't know if you noticed or not but all hell is quite literally breaking free around here so I'm sure I can find a couple of things that are a hell of a lot scarier then you cute little girls"

"What have I told you about calling me…" Buttercup started to scream before falling silent again as a hand wrapped around her wrist and pulled her away from the laughing gang leader. She snarled as she turned and found Bubbles' tear filled, sapphire eyes staring at her.

"Buttercup just stop" The 'youngest' of the Powerpuff Girls begged, fighting back another wave of tears "I know that you're scared and you need to take it out on something but please, not on someone's who's just as scared as you. If you do, what makes you any better than him? Please I just want to get home and find the Professor, we can't stay"

"This scum isn't worth you sym…" Buttercup started to shout but felt her own voice fall silent as she watched the still laughing leader of the Gangreen Gang.

His hairy lips curled up to reveal pointed teeth as his laughter exhilarated until he was forced to clutch his chest, rolling onto his side in hilarity. As he rolled however, he revealed a large pool of blood spreading across the floor, oozing out of the areas where large splinters had pierced his green skin after Buttercup had slammed him upon the now shattered table.

The girl's eyes widened and she took a step back in shock as she saw what she had done, her green eyes looking down at her hands as if they were alien to her. She could feel a strong wind begin to grow around her and emerald eyes shot up to see the wall of red mist that still loomed from the other sides of the shops front window begin to heave and pulsate.

"Come on Cuppy. Not liking your true self?" the wind seemed to gasp, barely audible. She gasped as she heard the voice, she didn't feel like she had heard it but rather it seemed to whisper upon her sub-conscious giggling slightly in her shock.

"You see?" Ace growled from the ground as he tried to pull himself to his feet, his strained voice shattering the whispering that had been fogging up Buttercup's mind. "You too good to do anything to me. That's why I suppose I've never been able to do anything that bad to you myself, ha-ha, I guess I'm just too good after all"

"Where is the rest of your gang?" Bubbles asked gently as she helped Ace move towards the window where they could see that wind picking up, swirling around the wall of red mist in a small tornado like shape.

"Oh I ditched those losers" Ace sighed, pushing his shattered sunglass frames back "They were only holding me back after all. I…I made them all leave town, this is my turf now and…I don't want them anywhere near me"

"What? Why would you…" Blossom started asking, seeming ready to start shouting at him for suddenly abandoning the people who had always stood by him when realization struck her hard. Her ruby eyes watched tears begin to run down the green skinned man's face and turned to leave silently, gesturing for her sisters to follow. As they reached the door she tilted her head to glance back at the skinny man, his tall for silhouetted against the window as he leaned upon the lower shelf, looking so lonely and hopeless. "I would suggest getting to safety Ace" She sighed as she closed her eyes and turned again, following her sisters back down the now empty street, ignoring the yells that Ace shouted at them from behind.

"Like I'm going to do anything you three tell me too! Go on, get off of my turf, go on…" He shouted at them before turning back to the window and softly whispering "….go on and save yourself"

Ace sighed as he watched the smoky wall above him begin to heave as the wind got even stronger, seeming to grow and bend over above the streets in a great tidal wave of smoky death. He picked up his sunglasses from the floor and stood at the window, tears once again falling from his eyes as he pulled a picture from his jacket. His green eyes filled with liquid as he looked at the image of himself surrounded by the only family he had ever know, the Gangreen Gang. Each of the members were stood smiling and waving at the camera, everyone from Snake hiding in the corner with his tong held out in mid hiss to Big Billy waving and making that stupid grin he always had, his single tooth pocking out from his open mouth. At the feet of the taller members of the gang stood four other people, the final member of their group Little Arturo and the only three girls who had ever earned Ace's respect for anyone from outside of the gang, the Powerpuff Girls. The three girls were grinning and waving at the camera as if they were a part of the gang themselves, the picture itself having been taken on a day that the gang had taken off from crime to just have a fun day out and after they had explained that the girls had actually decided to join them for the day, becoming makeshift honored Gang Member for the day. Blossom and Bubbles were stood on either side of Ace, waving and laughing at however it was that had taken the picture (Ace couldn't remember who) whilst Buttercup was stood next to Little Arturo, using his head as a table to lean her elbow upon in her pose, prompting the only annoyed looking face on the picture from the small Mexican.

Sighing again Ace looked back up at the now blood stained sky, his mouth curled into a smile unlike any he had ever felt as he thought of the few happy memories that he had, clutching the picture to his chest tightly to his chest as if he expected the wind to blow it away. He only regretted that he had had to act cruelly to them before, both the Girls and the Gangreen Gang but he knew that none of them would ever leave him. He had been forced to act like he didn't want them just to make them leave and be safe. He couldn't go, this city was all he knew and he guessed he was too much of a coward to leave it now. Though it had been by far the most painful thing he had ever done, Ace had lied about hating everything he had ever loved and, he hoped, saved them by making them leave the city. Now he was alone, it was how he had started life after being born with his skin disease, and now he supposed, it was how his life would end. Fitting.

Now as whatever psychic force that had been holding the mist in place finally released the sea of lethal gas, poring it down upon the city and incinerating any organic tissue it found, a single thought flicked through Ace's head. He could only think about how lucky he had really been in life to have made friends like the Gangreen Gang and, he supposed, the Powerpuff Girls.

"I guess I'm just too good after all" He chuckled as the Windows of the shop Buttercup had thrown him into bent and exploded into liquefied fragments of glass as the heat of the mist tore it apart.

A split-second of horrific heat later and all Ace knew was silence.

The Utonium household was deathly silent...

The Powerpuff Girls looked around nervously as they looked around the house living room. Despite the glowing red sky outside, which seemed to be pulsating brighter with every passing second, the inside of the house had been plunged into a great shadow, the lights flickering on and off in an unpredictable pattern as they fought with whatever power had them in its power killing grip.

Bubbles shivered violently as she felt the cold breeze that blew freely though the room, all seeming to direct towards the large door that lead to the Professors lab. Her ocean blue eyes filled with tears of fear again as she watched Buttercup begin making her way towards the door, mouthing the word 'professor' as she begun to fear the worst. She winched and turned away as the terrible sound of the door being squeaked open, a squeak it had never had before, tore through the silence.

Abruptly, the cold wind ceased.

There was no sound in the world as Blossom, Bubbles and Buttercup stepped into the pitch black basement where their 'creator' had set up his lab. Their enhanced vision picked up shattered tubes and blackboards torn and thrown to the ground. Though the lab was totally air tight, cracks hung across the wall, showing the way to long tunnels that lead up towards the surface, giving the girls enough room to see the large red cloud that had now consumed the whole of the main Townsville area, casting the vast skyscrapers into a hellish light.

Thankfully, Blossom thought, the main living area of Townsville was actually separate from the huge skyscrapers that formed the main city. The sea of houses the their own home resided in was actually part of a large neighborhood which was surrounded by a large amount of grass, giving it a much more pleasant and welcoming atmosphere then they could ever have hoped to have achieved had they put the living area in the main city.

A/N: If you watch the cartoon you would notice that their house is nowhere near any skyscrapers…that's my explanation

"Oh my god. Professor!"

Blossom's eyes shot away from the mesmerizing dance of the lethal cloud and turned to see Bubbles crouched down over something in the corner of the lab. As she ran over, Buttercup flicked on the lab that lay on the nearby desk, casting the two in light. Blossom froze on the spot as she saw the shrunken form of the Professor lying on the floor, a sobbing Bubbles crouched down and hugging his head. His skin had shrunken and shriveled across his body, as if something had sucked the ever drop of liquid from his body, and his usually perfect white coat was torn and covered in scorch marks. The man who had been idolized and had raised all three of the girls now lay pathetic and unmoving across the floor of his lab, his trademark Pipe lying discarded by his feet.

"Is he….Is he…" Bubbles whispered, completely unable to finish the sentence as she watched Blossom slowly pick up the Professor's hand and feeling his wrist. Bubbles and Buttercup watched their leader feel his wrist for what felt like an age, neither daring to speak or even breathe. Finally however, Blossom gave a deep sigh of relief as she gently placed the Professor's arm down.

"He's alive" she sighed "But he's so weak…we need to get him to a hospital now or else…."

"Oh really"

All three girls froze in horror as a voice broke through the silence, the horrifically high-pitched tone tearing into their minds as it laughed.

"And just how do you intend to do that when you're stuck down here?"

The girls gasped and tried to move as a sea of red mist begun to pour though the cracks in the wall, slipping into the lab like water and forming together in a vast, flowing puddle which spread across the ground. As it flowed however, the same psychic force that had kept it at in place back when they had met Ace now took control of the mist again, causing it to form into a large circle around them, completely trapping them against the wall as it spread around them. Unable to get through the invisible wall, the fog begun to build up, running all the way towards the ceiling until the entire room was flooded with it, from corner to corner, floor to ceiling, leaving on the small semicircle that contained the girls and the Professor.

"I would feel sooooooo sad if you left me alone here"

"Girls…" All three girls gasped again, turning as they suddenly found the strength to move again, as they heard the faint sound of the Professor calling them. His eyes were barely open and his shriveled hand had lifted an inch from the floor as his failing strength prevented the man from reaching out to the three girls he cared for more than anything. "Girls…You have to get….out. He's…here. He's been waiting for you. Please….leave me and run. It's…It's…"

As the Professor fought he's own failing conciseness to say the name of his attacker, the room echoed again with high-pitched laughter as the mist begun to shudder and pulsate, swinging around wildly as a tall silhouette formed from it, shimmering and bending within the depths of the swirling red. The Professor's eyes widened in fear as, with one last burst of strength, he lifted his hand and whizzed the last word out.

"…HIM…"

"Right you are!" The high pitched voice howled with laughter as the mist shook again and retracted from the silhouette, casting it into a deep, blood red light. Flexing lobster-like claws, scary red clothes and a horrific grin spread across a blood red tinted face glared at them as the beast chuckled at their fear, its long thigh-high leather boots reflecting the glow of the fire eerily. "Now you sleep Professor, I want to have a private chat with our little friends here"

As the beast spoke, the weakened professor gave a feeble gasp before collapsing against the ground with a thud, his already weakened breathing rate shuddering and becoming barely audible. The girls gasped and Bubbles hug his head harder as they watched HIM flex his claws.

"There" He grinned "Now that we are alone. Hehe…how are you today?"

"You did this" Buttercup snarled in rage "You killed all those people…why?"

"Would you accept boredom as a reason?"

"What?!"

"How about revenge?" He grinned "That seems to be the one that you girls expect the most."

Blossom had to grit her teeth to prevent herself attacking, laying a hand on her sisters shoulders to tell them to hold back. It was clear that HIM was trying to trick them into attacking him, but the red mist that still swam around his body was more than enough to give away what he planned to do should they give in and attack him. No…She knew that they needed to escape the confided lab and get to some open ground to fight.

Her ruby red eyes flicked from side to side as she examined what she could see of the room through the thick mist. On all sides, the red death was closing in and growing thicker, completely bathing the room in red as glass scientific instruments exploded from the heat, sending burning fragments of glass flying into HIM, who simply ignored them as they liquefied and evaporated the second they came into contact with his red flesh, as if he himself was burning with an unimaginable heat that burned far greater than even the mist could manage.

"Blossom…" Buttercup whispered as she bent down next to her, trying to keep her voice down in a futile attempt to prevent HIM from hearing. Stuttering slightly as the red devil grinned at her to tell her that he could hear them. Instead she resorted to giving a slight nod towards the roof, her eyes pleading for her leader to understand as the mist continued to close in, crawling forward inch by inch.

Blossom starred at her sister for what felt like an age before finally realizing the message and standing up, gesturing for Bubbles to keep hold of the Professor. Trying to ignore the knowing grin that HIM shot at her, her eyes burned brightly with red energy before she threw it upwards, releasing two beams of energy from her eyes that smashed into the ceiling in an explosion of dust and dirt. The demon chuckled again as he watched Buttercup join her sister in blasting at the roof with her own, green, eye beam. Together, the two carved a large circle into the roof before, with a last explosion of energy from their eyes, they blew a whole right through the centre. The three girls were forced to cover their faces, Bubbles desperately trying to cover the Professors with her own body, as a fall of dust, rubble and soil fell from the hole crashing around them and temporally burying them in brown dirt and concealing them from sight. There was silence for a second before three burning streaks of light shot from the cloud of dust and disappeared through the newly formed hole, escaping the burning lab and vanishing from sight.

HIM made no move to stop them escaping and instead spread his arms out and arched his back as his he were praising something, howling with laughter as black smoke begun to seep from the joints in his lobster like claws…