Disclaimer: I own no characters except for my OCs Bman Allstaria, Domino, R.O.T.O.M., Darkball, and Anti-Timmy.

Location: Bman's Island
Normal POV

It's been a few days since the group returned from Dexter's world. Gwen has been secretly been keeping tabs on Bman, and found nothing wrong with him outside of basic Bman behavior.

The books in Bman's library were very interesting, she found. They talked about Bman's powers and personality, like an autobiography still in the process of being written. It even had side chapters about his friends, herself included. But there was one known power that remained blank on the page: B-Mayhem!.

She wanted to know why it was so secretive and if it had anything to do with R.O.T.O.M.'s warning. And she also needed someone to tell her suspicions to…

But whom could she talk to?

R.O.T.O.M. was avoiding her on the subject, so he was out. What she needed was someone to keep an eye on him other then herself. Someone who goes out with him often to other worlds. Dexter's been to busy with the Portal and technology around the castle, too absorbed in his work for distraction. But at least he politely turned her away when she approached him. Domino is just a puppy and she didn't want to scare him, despite his knowledge of Bman's other powers.

That left Ben and Spyro.

They've been with Bman since he met them, but she doubted how it would turn out. She imagined they would ignore her claims as paranoia, but she felt that Ben would trust her more then Spyro. At the same time, Spyro and Bman are both magical in nature, so he may notice things that Ben couldn't. She was suddenly thrust out of her thoughts by Dexter's voice shouting from the basement.

"PORTAL'S READY! FOUND ANOTHER WORLD!"

"AWESOME!" Came Bman's voice from outside the castle doors. He burst through, almost running through Gwen in excitement. "Hey Gwen. C'mon down!"

She smiled at his joy as she followed the hero to the basement. She found Ben and Domino waiting patiently as Dexter was typing madly at the terminal. She noted that R.O.T.O.M. and Spyro were nowhere to be seen.

"Where are R.O.T.O.M. and Spyro?"

Bman turned to her. "I think Spyro's still outside. I asked if he was coming but he said that we could go ahead. I think he's homesick. I don't know where R.O.T.O.M. is."

Dexter spoke up instead. "R.O.T.O.M. is currently synching his systems with the upgrades and add-ons that I've installed into the castle's mainframe."

Bman looked surprised. "I didn't know the castle had a mainframe…"

"It does now!" Smirked the genius. "Unfortunately, the updates need my attention at the moment, but feel free to kick some butt over there!"

The portal finally showed the next world, revealing an aerial view of a large city. Bman nodded at Ben, who nodded back. Domino jumped from Ben's head to Bman's.

"It's hero time!" Cried Bman as the three jumped into the portal. As it faded and deactivated, Gwen went back upstairs and outside to find Spyro staring out at the ocean on the pier. She took a seat next to him.

"Hey Gwen." He said without turning. He sounded sad, making Gwen concerned.

"How are you doing, Spyro?"

The dragon sighed. "I'm OK, I guess. Its just…" He took a breath in and looked at her. "Its just that I miss my home in Skylands and all my friends. I know Bman let me stay here until I went home, and I really am grateful for him freeing me and all, but I'm still worried about them. If there was only a way for them to be free too..."

She gave the Skylander a comforting hug. "I think I know what to do about that Spyro. Let's go to the library and I'll show you what I mean."

Spyro perked up and followed her back to the castle.

She suddenly stopped at the doors, thinking about something.

"Oh, and Spyro?"

"Yeah?"

"There's something else I need to talk to you about, but you have to promise not to tell anyone else, especially Bman or Domino."

Spyro looked confused, but judging by her serious look, it must have been important. "S-Sure. No prob."

And with that, the two entered Bman's castle to discuss important matters. Speaking of Bman…

Location: unknown

The trio of heroes appeared out of the portal at the outskirts of the town they saw. As they traveled closer into city limits, they saw the state of the area worsen.

Domino grew concerned. "Jeez, I hope everyone's OK…"

"Its probably nothing. Just a small time criminal or something maybe." Spoke Ben.

Bman jumped in to the conversation. "Yeah Dom. What could possibly go wrong?"

As soon as this was said, they reached the city entrance and saw the horrible condition it was in. Stores shattered and looted, random fires, and overall chaos displayed across the city limits. The sign near the entrance read 'Villain City, USA. NOW SCRAM!', as the real name had been crossed out in graffiti.

Bman and Ben stared in horror as Domino face palmed. "Once again, good call."

Suddenly, a group of green skinned people ran out of a store carrying TVs and other electronics. The tall one with sunglasses laughed, asserting his role as leader of the band of misfits. "This is great boys! Now we can watch the big football game in 360 degrees!"

The group behind him chuckled in agreement.

Bman jumped in front of them, striking a battle pose. "Not so fast sickly colored hobos!"

Domino jumped down and Ben stood next to Bman, both of them ready to battle if need be.

The leader laughed. "Well, who do we have here? Some Powerpuff wannabes? Nice pet ya got there, loser."

"Same for you, dick." Retorted Domino in regards to his posse.

One was lanky like a snake, one was a giant fat Cyclops, one was a short Mexican, and the last was some kind of deformed thing. The leader looked ticked off. "You wanna play that game huh? All right. Snake, Big Billy, Little Arturo, Grubber; smash 'em up good like."

"OK, Ace." They responded.

Ben changed into a large red muscular alien with four arms, gladiator-like clothing, and a black ponytail.

"Four Arms!"

Bman prepared a Bman Punch as Domino tackled the small Arturo at high speed, taking him out instantly. Bman punched the lanky Snake back, as Four Arms picked up Big Billy and threw him into all of them, including Grubber. Ace stood nervously at the trio, and quickly dropped the TV he was stealing, cowering under the three's glares.

"H-Hey guys. Don't worry about me. I'll just escort myself to jail." He laughed nervously as Bman grabbed him and Four Arms tore off a streetlight. He bent it around the green gang, preventing escape.

"That should hold ya till the police come." Said Four Arms.

Bman looked disappointed. "I kinda hoped they'd be more of a challenge, but I guess not." He sighed. "Well, five down, a shitload more to go…"

Domino sniffed the air and looked disgusted. "This whole place reeks of evil. This may take longer then we thought…"

Bman turned to Four Arms. "Is there an alien in there that could make it easier to round all the villains up?"

But before he could answer, Ace groaned loudly.

"AW, C'MON! First, we get rid of those Powerpuff bitches, and now we have to deal with you bozos? When will the torment end?"

Domino looked curious. "What's a Powerpuff?"

"Not what. Who!" Spoke Little Arturo.

"Thossse girlsss are sssuch painsss in the assss..." Hissed Snake.

"Duh, they so mean to Billy all the time…" Complained Big Billy.

Grubber blew a raspberry in agreement.

"They're super powered pains who always stop the Gangrene Gang from having fun!"

Bman cocked an interested brow while Domino and Four Arms exchanged confused looks. "So…super powered girls, huh?" He turned to Ace questioningly, with a mischievous gleam in his eyes. "Are they single?"

The two red heroes face palmed. Bman continued as Ace gave a 'WTF' face with the rest of his gang. "How's their breast size?"

Suddenly, Four Arms pulled Bman away from the green misfits. "Time out!" Said Domino as he huddled with his owner and the alien.

Bman looked confused. "What the hell, man? What was that for?"

"Bman, we've noticed you've been getting a little strange and spacey when it comes to girls." Said Four Arms. "I've noticed the way you've acted when we met Dee Dee. You literally burned for her."

Bman chuckled at the choice of words, while Domino groaned before continuing. "There was also when you were checking out Dexter's mom, and Gwen too. This isn't like you Bman."

"Yeah!" Agreed Four Arms until he suddenly gave a hard look to Domino. "What do ya mean checking out Gwen?" He demanded, protective of his cousin.

"AND WHAT ABOUT MY MOM?" Blared Dexter's voice from Bman's communicator watch.

Bman panicked and covered the watch with his hand, looking embarrassed at his friends. "OK, look…um….well…"

Four Arms and Dom looked at the hapless hero patiently.

Bman sighed deeply. "Look guys, I'm sorry. It's just that…I couldn't control myself. I'm not sure why but…I just couldn't. The urges just rise up…and…I'm sorry guys…" Bman looked really down from embarrassment.

"Maybe it's because...I just…always wanted to find someone to love…and that stems off as all this…this…feeling I get. I've felt it before, but…now…" Bman fell to his knees, eyes tearing up and looking away from his friends after his personal vent.

Four Arms was shocked. He had no idea that he felt this way. But then again, he's only known Bman for a few months now. He should get to know him more so he could help his friend out when he needs it...

Domino felt guilty. He knew Bman better then anyone, so he should have known better then to bring up his business out on a mission like this. Let alone Bman's reaction.

And in front of some ugly thugs nonetheless!

Domino cautiously approached his fallen master and nudged him with his head. Bman stopped being mopey and scooped up his guardian, hugging him in comfort.

Four Arms smiled at the scene, until Ace spoke up. "GROSS! I think I'm gonna be sick!"

Four Arms growled, as he changed into a light grey ghost with one large green eye and black lines all over his body. His voice sounded eerie.

"Ghostfreak!"

He gripped his grey skin and pulled it back, showing the Gangrene Gang his inner nightmarish form. Dom and Bman ignored the gang's screams of pure terror and Ghostfreak's exposed black and white striped tentacles.

"I'm sorry Bman. I shouldn't have brought that up here…"

"It's OK Dom. I know you and Ben were just concerned for me. I'll behave, don't worry."

Domino climbed up on his head as Bman stood. He got confused when he saw Ghostfreak instead of Four Arms and the petrified gang members. "What happened to them?"

"Oh, let's just say they saw a ghost…FREAK!" He laughed at his own joke as Bman and Domino sweat dropped.

Bman walked up to Ace and looked him dead in the eyes scarily. He adopted a mock gangster accent as he spoke.

"OK, douche bag. You're going to tell me what I need to know, see? Or else I'll leave you to my friends here, see?" He gestured to his two allies, looking quite scary and dangerous. He turned back to the hapless gang leader. "Now…sing bitch ass."

Ace eeped, scared stiff.

Bman continued to stare.

It ended when Little Arturo cracked. "I CAN'T TAKE IT! I'LL TALK! I'LL TALK!"

Bman smirked and moved to the small member twitching in pressure. "Well shorty?"

"I-I'll take you to their house! Their father should know where they are for sure and we REALLY can't say anything or else! Just keep those freaks away from me, mans!"

Bman turned to his friends. "Well, should we trust him?"

"If he's lying, we could just beat him up." Chuckled Domino.

Bman nodded as Ghostfreak phased Little Arturo out of the metal entrapment. He ran off back down the street into the suburbs, and as the full moon rose higher in the sky. Eventually, Little Arturo led them to a square white house with three round windows and a red door.

The miniature miscreant turned to the heroes. "OK, mans. Here's the place. Now I'm outta here!"

But as he started to walk away, Ghostfreak flew in front of him.

"Boo…"

The green kid screamed as he ran back to Ace, arms flailing the whole way. The trio however, was cracking up!

Bman wiped his eyes as Ghostfreak turned back into Ben. "Dude! That's messed up!" He laughed.

"Then why are you still laughing?" Joked Ben 10.

"Cuz it was SO DAMN FUNNY!" He took a deep breath and focused on the house in front of him.

"So…you two ready?" Dom and Ben nodded as Bman went up and rung the doorbell.

After a few seconds, they heard the sound of someone walking downstairs and sniffling. When the steps stopped, the door opened, revealing a tall man with a white lab coat and black hair. He had bags under his eyes, as if he hasn't slept in a while.

"Can I help you?" The man asked. Bman was about to talk, but stopped himself and turned to Ben confused.

"What do we say again?"

Domino face pawed from atop his head. Ben looked at him with a '…really?' face.

Ben turned to the man. "Could you tell us if you know anything about the Powerpuff Girls?"

The man's face looked both shocked and scared at the same time. He completely slammed the door on them in a panic, and Domino spoke up quickly.

"Please, we want to help! You're their father right? Let us help get your daughters back!"

The man froze from behind the door as memories of his daughters flooded his mind. He opened the door and saw the determined faces of the two boys and dog.

He sighed once more. "Please...come in."

When they entered his home, they saw it looked very 80s. It wasn't a bad thing, but it's not something you see everyday.

"Whoa, nice place." Praised Bman.

The man took a seat on a comfy chair as Ben and Bman sat on the couch.

Awkward silence as the man studied the three.

"…You're not from around here, are you?" He deduced.

Domino shook his head. "No, we're from another world who came here in hopes of defeating a powerful dark force before it gains enough power to destroy life as we know it."

"My name is Bman Allstaria, and this is my Guardian Domino and best friend Ben Tennyson." Introduced Bman. Ben was surprised to hear Bman call him his best friend. He wondered what the people were like back in his home world, whether or not they were kind to the hero he got to know today.

Meanwhile, the man smiled. "I am Professor Utonium. I am the creator and father of the Powerpuff Girls."

Bman looked confused. "Wait, aren't you already their creator by being their father?"

The man chuckled at the boy's question. "Well…I should explain." He stood from the chair and walked to his basement. "Follow me please." He requested.

The two humans looked at each other and shrugged before following him. In his basement, much like in Bman's castle, was a laboratory filled with chemicals. It wasn't as high-tech and machine cluttered as Dexter's, but it was still something. As they looked around, the Professor spoke.

"While I do view the girls as their father, I really did create them. It was in this lab that I mixed Sugar, Spice, and Everything Nice into a tub to create the perfect little girls,"

Bman and Ben had that 'WTF?' look on his face, but said nothing. Domino jumped down on a table to look around, making his way over to a large empty tub.

The Professor continued. "It was only because of my old misbehaving lab monkey, Jojo, that I accidentally added an extra ingredient into the concoction: Chemical X."

"Chemical X? What's that?" Ben asked.

"Chemical X is the most unstable and unpredictable chemical that the scientific world has ever known, but back then it was still a mystery, even to me." The Professor pointed over to a cabinet close to Ben. "I usually keep all my other chemicals in that chest there, but I never moved it in yet. Darn thing was so cluttered, so I put it carefully over the vat here." He pointed to the table Domino was in as Ben took a look inside the cabinet.

There were lots of more chemicals other then Chemical X. The blue Chemical S, the white Chemical D, the red Chemical F, and many more from A to X. Ben marveled at the sight as Bman was looking at a photo album left on a lab table.

The Professor continued his story. "After the resulting explosion, I saw three of the most perfect little girls I ever saw. I was shocked to realize that they had gained super powers from Chemical X, but I loved them all the same. They saved Townsville day in and day out from things you wouldn't believe. But then…" He started choking up as the three stopped what they were doing and looked at him.

"T-then, a bunch of their enemies banded together and…took them away from me; away from Townsville. The city's been in chaos ever since."

Bman put down the album and looked at the scientist. "This place is called Townsville? Sure beats Villain City…"

Domino looked at the Professor. "Do you have any idea where your girls are?"

The Professor nodded as Bman started messing with his watch.

"Why, yes. I wish I knew who was where, but I know that Princess is holding one of the girls in Morbuck's Mansion, another by Fuzzy Lumpkins near his cabin in the woods, and the last by Mojo Jojo somewhere in Townsville."

Awkward silence.

"Is it just me, or does a Fuzzy Lumpkins sound kind of…dirty?" Ben asked as Domino groaned and face pawed.

"I see you and Bman are rubbing off on each other…" He deadpanned.

The Professor only stared quizzically at Ben's statement, while Bman was preoccupied with his watch. "Dexter, come in. You got all of that?"

With a small flash of light, a hologram of the Boy Genius appeared out of the watch's face.

"This is Dexter. I just finished a preliminary scan of the area for the...ingredients." He said the last word in a disbelieving voice. Never had Dexter heard of such a thing being done, but if it was one thing that science taught him, was to expect the unexpected.

And to keep a fire extinguisher nearby.

Suddenly, Dexter's face disappeared and showed an aerial map of Townsville with a glowing red blip in a wooded area, as well as a small black eagle icon to show Bman's location, a green collar for Domino, and a Plumber's Badge, or the symbol on Ben's Ultimatrix, to show Ben on the map.

The Professor grew worried. "Why is there only one blip?"

"Apparently, there is something jamming the signals, so I can't find all three girls right now, but I'll start working to fix that. This blip does have more of a certain ingredient then the rest. Shall I color code it?"

The Professor looked serious as he moved closer. "Please. Let Sugar be blue, Spice be green, and Everything Nice be pink."

"Rodger that. And…there."

The blip changed color, with a blue one in the forest area. "I am detecting vitals, so she's alive." The Professor teared up, as he knew that his little girl was all right. "Bubbles…" He whispered.

Bman looked determined as he nodded. "Thanks Dex."

"Not a problem. I'll be sending a copy to Ben just in case. Dexter out." The watch's glow faded with the hologram as it shut off.

Bman clenched a fist and nodded. "OK! Time to be the hero! Don't worry Professor, we'll get your daughters back!" He raced upstairs and out the front door.

"EVENTUALLY!" He battle cried.

Awkward silence lingered in the lab.

Soon, they heard the front door close as Bman came back down, with a 'WTF?' on his face. He looked at the Professor.

"Could we stay the night here?"

"Of course. But-"

Domino cut him off. "What happened?" He asked worriedly.

Bman led them upstairs to the main room. "Well…I think we'd attract less attention if we go tomorrow morning."

He moved the curtains to see, what appeared to be, a whole bunch of hipster disco monsters, seemingly being led by a faded blue horned monster with sunglasses and a disco ball walking stick.

He shouted to his hordes of monsters. "OK MY PEEPS! THE BOGGIE MAN SAYS TO GET DOWN WITH YO BAD SELVES!" The monsters cheered as he blared obnoxiously loud music and had a rave in the middle of the street. Complete with strobe lights…apparently.

Silence.

"…where are the strobe lights?" Asked a confused Domino as Bman shook his head in disbelief.

"…fuck that." Said Ben as he transformed into a small white silicon alien with what looked like an MP3 and headphones attached to his back and where his ears would be. His voice echoed.

"Echo Echo!"

He walked outside, closing the door, and approached the monsters. He suddenly cloned himself, creating enough Echo Echo copies to cover a good portion of the front lawn.

Suddenly, the aliens opened their mouths and released powerful sonic screams, destroying the sound system and driving all the monsters to clear out.

"SON OF A BITCH! CAN'T A BOOGIE DANCE IN PIECE, MAN!" He yelled as he ran away like a little girl.

Echo Echo's clones disappeared and he walked back into the house and turned back into Ben. "That's better."

The Professor nodded in approval. "Now, let me show you to the guest room."