Disclaimer: I don't own anything!


"Z-Mode really is powerful but I wonder how Mojo found out? The girls, the boys, ken, and I are the only ones that know about it" the Professor asked himself as he was watching the battle yesterday where Mojo used Z-Mode and even drain Z-Mode from the boys. He then started to walk to the kitchen to eat when giant bee busted thru the wall. "What in the… I got to tell the girls" he said running to his computer but the bee got him and flew off.

"Dad, food's ready" Ken said as he walked in the lab with a tray of food but when he saw the lab a mess and a giant hole in the wall, he dropped the plate and ran outside to get the girls.

~~~XXX~~~XXX

"Butch, where are you going?" Brick asked as he sat on the couch and saw his brother go to the door. "Got plans?"

"Yeah, some friends from school invited me to a little football game. I'll see yall around" he said then walking out the door. He walked to his new friend's house. Butch met his friend, Mike, at school, and yes they did go to school a few days. But since the accident yesterday and the news caught the guys saving the PowerPuffs, girls at school have been flirting with Butch since he was the only signal one. Butch didn't like it at all and turned down every one of them.

Butch made it to Mike's in no time and he knocked on the door. Mike, a messy red haired guy, answered the door and saw Butch and smiled. "I didn't think you'd make it" he said with a little laughter. He let Butch in and in his living room were 8 more guys laughing and messing around. Butch came in and everyone started to greet him.

After all of them introduced themselves, a guy named Nick asked "Are you going out with Kaoru?" and at this question, Butch spat some of his juice he was drinking. "I always see you together so I wanted to ask."

"No, on the news he was hitting on Buttercup. Right?" another guy, Kevin, asked.

"It doesn't matter can we play some football now?" Butch asked, avoiding the questions. After they played for like two hours, Butch's phone rang. "Hello" he answered.

"Butch, get to the lab now! And hurry up, Buttercup is in trouble" Momoko said in a scared and trembling voice. After hearing this Butch hung up and flew off to the lab. When he got there he saw the lab nearly destroyed and a beat up Boomer, Brick, and Blossom.

"What happen?" Butch asked worried.

"Well some bees went off with the professor and took him to their hive. We tried to save him but they were too much then we called the guys, they didn't have enough time to get you. They helped us and we used Z-Mode but there were to many and got beaten badly. They took Miyako and Kaoru, We got out. I wish I could have helped… Where are you going?" she asked as Butch started to walk off.

"To go beat the Bees then rescue the girls. No one hurts Kaoru and gets away with it on my count" he said clearly angry and flew off. He didn't know where the Bee Hive was but he was some how able to sense it. He flew off to the woods and saw a giant Bee Hive. He looked around and figured there where to many to fight. So he flew to the side and made a little opening to get in. He walked quietly and snuck around till he got to the Queen Bee's room. He was shocked to see Mojo, in yellow and black stripes, working on the computer with the Professor and the two girls tied up beside him.

"Thanks to your notes, your computer, and your brain I have been able to find out so much on the Z-Mode. Thank you Professor, and now I have two Z-Modes to drain" Mojo said laughing then looked at the two girls. "How about I start with the green one" he said grabbing her then putting her into a tube. He was about to flip a switch but Butch came tackled him to the ground.

"Mojo, how did you do this to the bees" Butch asked getting up.

"I found some dark energy radiating from somewhere, or someone, and fused it with the bees. As long as I look like the queen bee, they do what I say. Then I can take care of the thing with dark energy. The big bird you fought was a failed experiment" he explained and then mashed a button and two bees came in and held Butch. "Now, I have to drain the powers of the green girl here" he said flipping the switch and Kaoru started to scream as green energy started to be drain from her.

"No" Butch yelled trying to get the bees off him. He managed to get out and rush to the tube Kaoru was in. He tried to hit it but nothing happened. Butch then saw Kaoru faint and he then lost it. "AAARRHHH" he yelled and green energy came around him and bust thru the ceiling. "You are gonna die" he yelled as he lifted his hands up and a giant tornado blew half the hive away. It also crashed the computer and the tube open and Butch grabbed her after untying Bubbles and the Professor. They flew off, with the professor in Bubble's arms, and landed a few feet from the hive. A few Bees came out and Butch was ready to fight but giant fire balls came from behind him and killed the bees. Butch turned around to see Brick and Blossom walking to them.

A few more bees came out and shot their stingers at them, which caused the bees to die. They were ready for the hit but Mojo jumped in the way and grabbed them before they hit them. "Don't mess with my sons" he said quietly and flew off. After everyone made it back to the lab, or what's left of it, they all fell asleep on the couch. The lab was the only room fully destroyed.

Kaoru woke up after an hour and tried to get up but she was held by something. She turned to see Butch sleep and she was in his lap. She blushed at this and after a minute of getting out of Butch's arms, she walked off to the kitchen and saw the professor looking at some notes with a pen in his mouth and his hands in his hair. "This can't be, this just can't be" he said quietly not noticing her. She hid behind the wall so she could listen to him more "Him can't be back, he just can't be" he said laying his head down.

Kaoru was shocked, Him is back and this time they didn't have anything to help defeat Him. Butch came beside her and looked at her "It is ok, we'll beat him. This time for good" he said. Butch then walked to the door and Kaoru followed him.

"Where are you going?" she asked and he pointed to the city. He walked off again and she tagged along. He walked to an abandoned house and inside was nothing. He then walked to a picture on the wall and moved it aside to show a keypad. He then tapped in a number and an elevator came out of the wall and they walked in. "How did you know about this? Where are we going?" she asked confused and wanting answers.

"To see Mojo, he knew about Him coming back and he even used his energy to create the giant Bird and Bees (No pun about Birds and Bees). He wanted to stop Him but I don't like the way he is doing it" Butch said as the door open to a big lavatory underground. Butch walked to Mojo, who was working on a robot and was surprised to see him.

"What are you doing here, Mojo?" he asked then remembered the Last Day Carnival. "So, has my chip taken over?"

"Chip" Kaoru asked confused.

"On the Last Day Carnival, he put a chip in me, meant to take me over but my will was to strong but it still told me how to get here and your plans and now I want to know what you plan on doing to Him, once he awakens" Butch asked looking very serious.

"I was thinking of taking your Z-Modes and using it with mine to make a weapon strong enough to destroy him. I never wanted to hurt you boys but I would give the lives of the PowerPuffs if I need to" Mojo said going back to his robot.

"I know, I'm glad to see good in you. But I think there is a better way so no one has to get hurt. Mojo, Mama, you aren't evil. The black Z-ray made you evil by using your hatred of humans who locked you and your animal friends up. But I think you don't want anyone to get hurt either. You said you wanted to take over the earth but you never said what you wanted to do after that" Butch said, having confidence in every word he said.

"Yes, I don't like seeing anything get too hurt. But my hatred of humans hasn't disappeared and when I take over this world, humans are the ones who will be in Zoos and cages. I will destroy Him and take over the world with the power I have to" Mojo said not even wanting to face them.

"Ok mama. But remember that there are good and bad humans as well as good and bad animals. Bye Mama" Butch said pulling Kaoru back to the elevator.

"What are you doing? We can get Mojo now that we know where he is" Kaoru said looking at Butch who just had a smirk on his face.

"No worries, I'll take full responsibility for what ever mojo does. I want to see his plan" he said then looking at her "And I need you to keep this a secret. Please."

"Ok, on one condition" she said and he raised an eyebrow. "You have to take me somewhere nice for me not to tell."

"It's a date" he said smiling and a slight blush. "How about…" he started but was cut off when they got outside and a giant pink Monster started to attack the city. "That monster looks very familiar" Butch said as he saw his brothers and girlfriends fly to the monster.

Kaoru transformed and flew to the monster to. Butch decided to run instead of fly. Blossom tried to hit the monster with her Yoyo but the monster just deflected it and tried to hit her but Brick stopped the giant fist before it could hit her. Boomer snuck up behind it and tried hitting it but the monster quickly turned around and hit him instead. Bubbles caught Boomer in a bubble before the hit and he wasn't hurt badly. Kaoru then came and hit it the monster's head and it started to back up but Butch was below the Monster's foot and ran into it, making it trip. Butch then got on top of the monster and yelled "I knew it! The Monster is fuzzy!"

"Fuzzy" Brick yelled. "How did he get so big?"

"Him is back guys, and stronger since he can do this. This is only the beginning" Butch said as he punched Fuzzy and dark smoke came his body and he shrank.

"That's right! I'm back" said a voice from now where. "And this time, you can't stop me. But Good luck anyways" it said the last part in a laugh.

"Him is back? What do we do? I mean, we can't beat him again!" Boomer started to freak out.

"Chill Boomer, we got Z-Mode now and I hop we have another ally too. This time we can and will beat him. I'll make sure he doesn't put his dirty claws on the city or anywhere" Butch said as they flew to the forest to drop of Fuzzy.