A/N: Enjoy chapter 3!

Disclaimer: Butch Hartman owns The Fairly Oddparents, not me.

After lunch, the class was called into the school gym. The Crimson Chin had set a fighting ring in the center of the room. "Okay, so far we've flexed your brain and brawn. But no matter how powerful each of these is they are of no use if you don't apply them. That's why we will practice applying them in sparring matches."

The class was excited. They had been waiting all day for a chance to show off their stuff. "Let's see… for Round One, how about Cleft against… Wonder Gal."

"Me against him?" Wonder Gal asked. "Hardly seems fair, but okay." Both she and Cleft entered the ring.

"Okay, you have three minutes to spar. Begin…NOW!"

Instantly, Cleft pressed a button on his utility Cleft, causing several Chin-a-rangs to shoot out toward his opponent. Wonder Gal blocked these with her wristbands. She then pulled out her magic lasso and tossed it at Cleft. However, before it could rope Cleft, he reached up and grabbed it in mid-flight. He then gave it a hard pull, causing Wonder Gal, who was still holding the other end, to come flying toward him.

Wonder Gal managed to replant her feet on the ground, but she was still close enough to allow Cleft to attack. He moved in with a karate chop, intending to hit her in the side of the neck. Wonder Gal blocked then countered with a punch aimed at the gut. Cleft dodged and kicked at her side. Wonder Gal caught his leg and pushed it up, attempting to make him lose his balance, but Cleft merely performed a back flip, landing perfectly on his feet, then ran in with a punch. Wonder Gal blocked and countered.

After numerous more dodges, Cleft threw a punch of his own. But Wonder Gal grabbed his wrist, spun around, and pulled Cleft over her shoulder, attempting to slam him into the ground. But Cleft managed to get his feet under him in time to land on them. Then, to Wonder Gal's surprise, he grabbed her wrist and threw her over his shoulder. Wonder Gal flew a good distance, but she too landed on her feet. She immediately charged at Cleft.

Cleft pulled out his bo staff and swung it at the incoming heroine. Wonder Gal blocked with her wrist bracelet and threw a punch at Cleft. He dodged and swung his staff once more, this time managing to hit Wonder Gal in her side. She was temporary stunned, allowing Cleft to hit her again.

Wonder Gal stumbled backward, and Cleft moved in to strike again. However, Wonder Gal ducked and threw another punch. This one connected with Cleft's face, causing him to fall backward. Wonder Gal prepared to punch again, but Cleft managed to recover in time to block. Wonder Gal was about to punch again, but Cleft blocked and preformed a sweep kick to knock her off her feet.

While she recovered, Cleft came in and tried to land another hit with his staff. However, she recovered in just enough time to block the strike. Cleft continued to swing his weapon, but the heroine was to quick to dodge. Finally, she caught the staff in mid swing and punched Cleft in the gut.

Cleft, in his earlier training with the Crimson Chin, had been taught to absorb pain. Even so, Wonder Gal's punch still knocked the wind out of him, causing him to stumble back. She then came in and landed another on his face.

Cleft was knocked on the ground, apparently knocked out. Wonder Gal walked over to check the fallen hero…and was greeted by three chin-a-rangs to the face. Wonder Gal barely got her bracelets up in time to block. While she was blocking, Cleft got up, still looking as ready to go as when the fight started.

"ENOUGH! The three minutes is up," The Crimson Chin announced. The two heroes dropped their fighting stances and walked out of the arena.

Cleft pressed a button on his utility cleft, which deployed an ice bag that he pressed against his cheek where Wonder Gal had punched him. He may have been trained to resist pain, but a punch from someone who could lift two tons hurts under any circumstances.

Wonder Gal couldn't believe it. She had three minutes and she still couldn't defeat an ordinary human with a bunch of fancy gadgets. Either she was slipping, or there was more to this kid than meets the eye. Either way, she was glad her father hadn't seen this. If she had, the whole ordeal would have been even more embarrassing. Her father was absolutely sure that powered heroes were better than gadget ones. This is what Wonder Gal was taught, but now she was having serious doubts on that theory.

She looked over at Cleft. Professor A.J. was apologizing to him. After seeing him fight, there was no doubt he got in through skill. As Wonder Gal watched Cleft, she felt her heart beat faster. She felt strange. What was it about this boy she was so attracted to?

The heroes were still unaware of the tiny fly robot that was monitoring them. In an unknown location, the two villains were still watching, with the boss' pure red eyes still fixated on the screen.

"Interesting," he said. "I knew that child was good, but he still held his own better than I expected."

"Indeed," said the one at the control panel. "Such skill. He's not normal."

The boss was silent for a moment, then spoke. "There will be a slight change in plans. Instead of waiting for the one to reveal himself, I'll send out an agent to destroy all of them."

The second figure thought before he spoke. Questioning motives was the leading cause of death among the ranks. "Sir, are you sure that's wise? We could reveal our operation."

"Do you think I'm unaware of that? I'll be sending the Bull-E out after them. They'll just assume that the fool was just picking a fight."

"Yes, well, he can take those kids, but not the Chin."

"I have a plan for that as well. Now, call Bull-E and tell him his mission."

"Alright, next up will be Ice Princess versus Matter Muncher Lad," the Chin declared. The two young heroes took their places in the ring. "Three minutes on the clock, begin!"

Ice Princess raised her hand and shot three icicles at Muncher Lad. However, to everyone's amazement, he caught them…in his mouth. The devices in his mouth went to work, and a second later he spat them out with force equal to what Princess had shot them with.

Princess dodged the sharp projectiles, which gave Muncher Lad an opportunity to come in and punch. Since she was caught off guard by the returned ice, Princess failed to avoid the punch. When Muncher Lad tried to attack again, however, Princess not only blocked, but, since he was in contact with her, she activated her powers, and froze his hand in a block of ice.

Now it was Muncher Lad's turn to be surprised. He stepped back in shock, allowing Princess to punch him again, this time in the other arm, encasing it in another bock of ice. Now was officially time to start worrying. Princess gave another punch, hoping to freeze his torso, but he managed to jump back and avoid the attack. He then brought his arm up to his mouth and bit into the ice. The strong teeth caused the ice to shatter.

Princess moved in to attack again, but Muncher Lad dodged and grabbed a chunk of the broken ice with his unfrozen hand. He threw the chunk in his mouth, and seconds later a torrent of icicles was being shot from his lips. Princess barley dodged in time, and the icicles flew across the room and shattered on one of the gym's walls.

The icicles provided enough of a distraction to allow Muncher Lad to get close to her, and give her a punch in the stomach. Princess staggered back, the punch happened too suddenly to activate her freezing powers. Muncher Lad moved in to punch again, but this time Princess was ready and blocked, once again encasing his hand in ice.

Instead of punching again, Princess raised her palm, and soon the arena was covered in a mini blizzard. It was particularly strong, but Princess hoped it would serve its purpose. She walked through the blizzard as easily as a fish swims through water. Even through snow and ice was spinning everywhere, she could see something through all the while: Matter Muncher Lad. Princess took the opportunity to punch.

Princess hoped that the blizzard would serve its purpose as a cover so Muncher Lad wouldn't be able to sense her until it was too late. But what she didn't know was that the young hero had a special radar sense so he could see where he was going whenever he used his power to tunnel through the Earth. He could sense Princess coming, so it was an easy matter for him to dodge and punch his opponent.

Princess was defiantly caught off guard, allowing Muncher Lad to land quite a few punches before she finally regained herself and began to fight back. She activated her freezing powers and began a flurry of icy punches. Then, she preformed a sweep kick that worked, not only to knock him off his feet, but to freeze him from the knees down.

By now the blizzard had stopped, and the small audience could now see the two combatants. Princess stepped over her now helpless opponent and prepared to freeze even more of him.

"ENOUGH! The winner is Ice Princess," the Chin declared. Princess lowered her palm, half-pleased and half-disappointed. Pleased that she took down her opponent, and disappointed that she had to stop so soon. She sighed as she left the ring.

After cracking the ice on his legs, Muncher Lad left the ring, really disappointed in himself. He had hoped to redeem his family name since he was six. He had trained himself to accomplish this goal. And now that he was actually in training, he had lost his first fight. He should have been ready for a kick like that. But in spite of all his self-reprimanding, the loss was only making him more determined.

Ice Princess was privately celebrating a double victory. Not only had she succeeded in beating her opponent, but Cleft, who she had a crush on since she saw him on TV, had seen her fight so well. She didn't tell her friend about her crush on Cleft. After all, her family was well known for trying to keep non-powered heroes out of the hero business. But she still decided that she would try to win Cleft over

The Bull-E was born Francis Graver, the son of ex-con John Graver. Since John's wife left when the boy was just six, he raised his son alone. Or rather, left him to raise himself while he drank too much and went in and out of jail.

So Francis grew into a tough kid, bullying other kids for their lunch money just so he could buy his own. It was no surprise he grew up to be a thug. In fact, that's how he lived after he ran away from home at eight. He would simply mug people and use their cash or credit cards to get whatever he needed. He also came to know strength as the greatest thing ever. He spent hours each day working out, wanting nothing to get stronger.

Then one day he came to Dimmsdale. It was a heavily populated by superheroes, but it was his experience that they never paid attention to small matters like muggings. But the first person he tried to mug was stronger than he looked, and Francis failed to successfully mug someone for the first time. However, instead of reporting him to the police, his would-be victim offered him a chance to become stronger than any normal human in exchange for a performing a few tasks for him, an offer he immediately accepted.

Francis never saw this man's face, as a hood always covered it. But he didn't care, as he lived up to his promise. He led him to a lab populated by several scientists, and ordered him to step inside a glass tube in the center. Francis hated taking orders, but obliged. As soon as the tube was sealed, he could feel a jolt of electricity run through him, and he was knocked out.

When he woke up, he realized he was different. For one thing, he had hair all over his body. For another, he now had two horns on the top of his head. He was now stronger than any other ordinary human. And he was a human-bull hybrid. Not that he cared. Looks were a small sacrifice for power. And he had power.

He was also required to work for the one who had granted him this strength. But he didn't mind. The benefits of the job were awesome. The pay was good, and the work was fun. Mostly hit jobs, and the occasional robbery. So he was all too eager to answer a call for more work.

"The boss has another job for you," said the voice on the other end of the line.

"Right," said Bull-E. "Who do you want the Bull-E to break?" He talked this way because the mutation also removed some brain cells.

"Eight members of the Dimmsdale Superhero Academy."

This was one of the few times the Bull-E would refuse. "No way. The Academy is crawlin' with full-grown heroes. The Bull-E even heard the Chin's teachin' there."

"Relax. You will attack them while they're away from the Academy. And the full-grown heroes will be too busy with a distraction. We'll pay fifty grand. Deal?"

Bull-E was satisfied. "Deal. Just tell Bull-E where and when."

"Okay, next up, Professor A.J. versus Femme Fatale," the Chin announced. The two young heroes took their places in the ring. "As usual, three minutes on the clock. Begin!"

Femme Fatale was the first to strike. She came in at her opponent with quick speed to slash him. So fast, in fact, that A.J. barely had time to put up a force field to block the attack. Fatale moved into a series of slashes. The all bounced off the force field, but she knew from the look on her opponent's face that he was straining to keep his shield up.

Finally, he quickly levitated himself to the far right, out of Fatale's range. His super-evolved mind began to glow, and seconds later a blast of mental energy shot from the tiny scientist's forehead. Fatale jumped out of the way to dodge the attack. She avoided the attack, but she froze in mid-jump. Seconds later, she realized A.J. was levitating her with his mind.

Fatale was lifted higher off the ground, and then was roughly slammed into the ground. She felt herself being lifted up into the air again, but this time she dug her claws deep into the ring. While she was being pulled up, her grip in the ground allowed her to remain anchored. Finally, A.J. lost his mind grip on her, and fell back. Fatale, feet back on the ground, ran up to give another slash, and managed to give his hover chair a deep cut. Wires stuck out of the hole, which were generating sparks.

Fatale smiled confidently, but that smile disappeared when she saw the tear in the metal fix itself.

"Nanobots," A.J. explained. "They're built in to my chair and can repair damage." And with that, he shot another brain blast. Fatale, still in shock, didn't dodge this one. The force hit her in her chest and sent her tumbling to the other side of the ring.

By the time Fatale recovered, A.J. had fired another blast. Fatale managed to dodged this one. A.J. fired several more blasts, but Fatale had no problem dodging these blasts. Speed had always been a characteristic of her family.

Despite A.J.'s attacks, Fatale still managed to get close enough to begin slashing. A.J. put up a shield, but Fatale's strikes were coming in faster than ever. After half a minute, A.J. couldn't sustain the shield anymore and dropped it.

Fatale jumped and slashed her claws at her opponent, but suddenly stopped. She was being levitated again. A.J. attempted to throw her to the other side of the ring, but Fatale anchored herself again, this time by digging her claws into A.J.'s chair. Once again, she planted herself firmly enough to stop his levitation attempts. Finally, he lost his mind grip again.

Fatale once again slashed at A.J. But he managed to move his head out of the way, which resulted in Fatale puncturing the back of the chair. Fatale pulled to get her claws out, but realized she couldn't. She realized her other hand was also caught in the chair. A.J. realized this too, and fired a brain blast.

At point blank range, A.J.'s attack was more than enough. The impact released Fatale's claws from the chair, and sent her flying. She landed on the other side of the ring, not seriously hurt but defiantly stunned.

"ENOUGH! The winner is Professor A.J."

A.J. levitated out of the ring, and Fatale got up and left as well.

A.J. was pleased with himself. Why shouldn't he be? He had just one his first match quite easily. After all, his family had always been known for their skill in battle. He would be no different. He swore it.

Fatale's pride was hurting more than anything. She was hoping to do better than that. Especially since Cleft was watching. She'd seen him on TV, fighting with the Crimson Chin. He's so brave, she thought, with hearts dancing around her head. She vowed she'd win Cleft over someday.

The Bronze Kneecap was a big time supervillain. Besides the Nega-Chin, he had caused the most problems for The Crimson Chin. His obsession for getting rid of the Chin was so great that he had become legendary in villain circles. And what did the Chin do to cause such a thirst for vengeance? Basically, he caused him to trip.

Once an up-and-coming athlete named Ron Handbone, he was in a position to win his first gold trophy, and not his third place bronze. Unfortunately, the Chin was playing in that same game as a celebrity guest. And, when the Chin bowed, Ron ended up tripping over his gargantuan chin.

He busted his knee and his sporting career was ruined. And the Chin never even said he was sorry. So, he melted down his entire third place trophy collection into a costume with plenty of dangerous weapons and began to seek his vengeance as The Bronze Kneecap. He was willing to do anything to destroy the Chin. So when a mystery man offered him a chance to destroy the Chin in exchange for some work to be done, he was all too eager to accept.

That was three months ago. Whoever hired him was taking his sweet time to fulfill his end of the bargain. Not that the conditions were bad. In between jobs he was giving some nice living arrangements. A fancy apartment as nice as a hotel suite, a TV with 300 channels, and anything he wanted to eat at the push of a button. It was the lap of luxury, but he was getting impatient. So when his cell phone rang, he was hoping to complain.

"I have a new assignment for you." This statement caused Kneecap to freeze. It was the man who had hired him. Usually he would relay his assignments through one of his men. Whatever he wanted, it was big. Still, he took the opportunity to complain.

"Look, I've been working for you for months. You promised to fund my plan to destroy The Chin."

"In time," said the voice. "Believe me, I want the Chin eliminated as well. But it will have to wait. Luckily for you, however, you will still get a chance to fight the Chin today."

"But I can't win until my plan becomes a reality!"

"You don't have to win, just keep him and the other teachers of the Dimmsdale Superhero Academy busy while another one of my men takes out another target."

The Kneecap thought. "It'll have to more than just me."

"Don't worry, some of my other men will assist you. You should be very familiar with them. Will you do it."

"If it means getting a chance to smack around The Crimson Chin, sure. When do I strike?"

"I'll call you back when I get a conformation on that."

"Okay next match will be The Sonic Youth versus Sparky." The two final students took their places in the ring. "Once again, three minutes and…begin."

Sparky instantly shot a jolt of electricity at his opponent. Sonic, however, flew up into the air and the jolt passed harmlessly under him. Sonic then unleashed a high-pitched scream, which caused waves of sound energy to generate from his mouth. The sound was unpleasant enough to cause the spectators to cover their ears, but Sparky got the full blast, which caused a painful ringing in his ears.

While Sparky was recovering from the scream, Sonic took the opportunity to fly up to him and give him a kick to the face. Sparky stumbled back, allowing Sonic to give him another punch to the gut. As he came in for another attack, however, Sparky recovered, and managed to prevent the attack by sending 50 volts of electricity into his opponent.

Sonic's temporary state of shock allowed Sparky to attack him with a few electric powered punches. The attacks sent Sonic stumbling back. As Sparky moved in, Sonic let loose another yell. It wasn't as powerful as his first, but it serves its purpose as a distraction. The yell had caused Sparky to stop, which allowed Sonic to give him another punch.

Sparky quickly recovered and began to fire bolts of lightning. However, Sonic flew too quickly for him to land an attack. Finally, Sparky shot a blast that hit his opponent. Sonic, now stunned, fell from the sky and had a reasonably rough landing, but managed to get to his feet rather quickly. Which was a good thing, because Sparky's attacks kept coming, meaning Sonic had to be especially quick on his feet.

Despite Sparky's quick attacks, Sonic was quicker on his feet. Finally, after several dodges, he flew in at his opponent and gave him another punch. He tried another, but Sparky dodged this time and Sonic flew right past him. Since he was close, Sparky grabbed him and sent a surge of electricity through his body.

Sonic quickly broke free and sent a barrage of punches at his opponent. Sparky blocked these while countering with attacks of his own. A blur of regular and electric powered punches was all that could be seen for a few seconds. Finally, Sonic attempted a sweep kick. However, Sparky saw it coming, and jumped over it, them hit his opponent with an electric powered slam. Sonic went strait for the floor.

"ENOUGH! The winner is Sparky!" With that the two combatants left the arena.

Sonic was disappointed. After all, he was hoping to live up to the reputation of his step-dad, the great Sargent Strength, who had fought against the Nega-Chin several times. It was a tall order to live up to, but he wasn't about to quit. After all, it was his step-dad's training that got him here, and he wasn't about to disappoint.

Sparky, on the other hand, was feeling great. His ultimate goal was to earn his family some notoriety. His family, while they were good heroes, never achieved superstar status. That was one thing he was hoping to change. He had already got into the exclusive class, and now he had one his first match. He was going places, he knew it.

"OK, the principal wants me to let you out early so you can get settled in your rooms," the Chin said. The students were glad for this. They had arrived at the Academy just this morning. They had been told that they would receive rooms after class that day, and that their luggage would be there when they arrived.

"Ok, all your rooms are on the top floor. Girls, you get room 915. Cleft, Professor A.J., and Matter Muncher Lad get room 916. Sonic Youth and Sparky get room 917. Let me remind you that there will be no switching rooms or spending the night in another room. Now, here are your school I.D. cards," he said, passing each of his students a card with their faces on them. "The will also be key cards to your rooms. Get to know one another, and be back in class at seven A.M., sharp. You are dismissed."