The group followed after Pumpkin, who is sniffing the path. She began to snarl and bark, then everyone stopped in their tracks. Rebecca asks, "What's wrong, Pumpkin?" Everyone froze when they looked to see a big grizzly bear walking on fours, then he got up on his hind legs and gave a loud roar.

Mojo held Rebecca close to protect her, while the boys did the same for their girls. Bubbles approached the bear and asked, "Bobo?" The grizzly stopped roaring and got on fours, then Bubbles said, "Bobo, it is you! Are you okay, boy?" The bear gave soft grunts and moaned with his head down. Mojo slowly approaches the bear and says, "He must be one of the missing animals. We're getting really hot on the trail." Mojo scratches Bobo's ears, then he asks, "Bobo, could you smell out where the phantom or our friend Billy is?"

Bobo gives an obliging growl in reply. "Oh, thank you." Mojo replies, upon which the group sets off again with the bear leading the way. As they round a corner, Bobo stops in his tracks and looks up. "What is it, Bobo?" Rebecca inquires. The group then hears an, "Ork, ork, ork." and look to see a small shiny black seal flopping toward them.

Bubbles floats over to the seal. "Salty? Is everything okay?"

"Ork, ork. Ork, ork!" Salty motions behind a stack of wooden crates with his flipper; the group then peek behind the boxes to see a large tan kangaroo with a cream colored belly, wearing brown leather boxing gloves. A small kangaroo sticks his head out of her pouch. Bubbles floats over to them. "Katy and Joey? Are you guys okay?" The kangaroos chatter obligingly as the blue Powerpuff gently rubs their floppy ears.

"Hmm," Rebecca muses. "We've found some more missing animals, but we still haven't found Billy." The group exchanges very worried looks.

Bubbles turns to Salty, Katy and Joey. "Our friend Billy is missing. Can you help us find him, please?" The animals obligingly bark and chatter in reply. "Thank you very much!" Bubbles replies gratefully, upon which the three animals join the group.

Meanwhile, a very scared Billy is wandering alone through the fairgrounds. "Becca? Mojo? Ace? Anybody?" he calls as he fearfully looks all around him for any sign of his friends. "Where'd everybody go?" He gives a small shudder as he observes the darkness all around him. "Dis ain't jus' ordinary darkness, dis is...advanced darkness! Maybe if I close my eyes, it won't seem so dark no mores."

Before he can do this, however, the phantom quickly leaps out of nowhere and ambushes him. "You are in my power...You will now do as I tell you, and I tell you that you are a strongman."

"I am a strongman...I am a strongman..." Billy repeats. While he's entranced, the phantom reaches into Billy's jeans pocket, only to find nothing. "Drats!" the phantom glowers. "This one doesn't have so much as a dime! No matter...I'll just move on to the next victim." And with that, he slowly steals away again.

The animals, Powerpuff Girls, Mojo, Rebecca and her friends, and the circus performers began their search for their optic friend. Rebecca stopped in her tracks when she felt Simba pulling on her jeans leg with his teeth. She asked, "Simba, what is it?" Mojo notices something on the ground and picks it up. He jingles a set of keys and says, "Professor Utonium's car keys!"

Professor Utonium ran up to Mojo and placed them in his pocket saying, "Thanks, Mojo."

Mojo nodded in response, "You're welcome, but I think you should thank Simba for finding them in the first place.

Deanna said as she picks up her purse, "And here's my purse! It's warm, so I guess we're getting closer." Ace cracked his knuckles and said, "C'mon, guys! Let's pound this sucker and get Billy back!"

As they continue on, the group suddenly hears some commotion from a small aqua blue tent nearby. Curious, they hurry into the tent and see Billy clad in leopard skins, lifting a massive weight over his head. "Oh no!" Buttercup gasps. "He might get hurt!" Blossom exclaims. As Billy is setting the weights down, Bubbles gently taps Billy on his broad shoulder. "Billy! Billy!"

Billy slowly comes out of his trance. "H-h-huh? Where am I? And why am I dressed like dis?" At once, Pumpkin scampers up to him, happily yipping. "Aww, nice li'l puppy wuppy." Billy says and he gently pets the poodle's curly ears. Pumpkin pants happily and begins licking Billy on his pudgy chin. "D'aww haw, that tickles!" Billy laughs. The Powerpuffs smile as they watch this happy scene. "Well, it looks like Billy is back to his sweet old self." Blossom notes.

Rebecca, Deanna, and April quickly run up and embrace Billy in a big group hug. "Ohh, we're so glad you're safe, Billy!" Rebecca exclaims. "We was so worried about ya." Ace adds. Billy smiles and blushes slightly.

A concerned look then crosses Deanna's face. "Oh dear, did the phantom rob you?" Billy quickly checks his jeans pockets. "Duh, no, not that I can tell."

At that moment the group hears muffled cries of, "MMPH! MUMPH!" coming from behind the tent, upon which they hurry back there and find a tall, muscular man with a long, curly mustache, clad in leopard skins, tied up and gagged. "It's Herculo!" Buttercup exclaims.

Rebecca and Mojo quickly untie the strongman and help him to his feet. "Thank you for saving me," Herculo replies. "That phantom sure is a pest!"

"We know just how you feel," April replies. "He's been giving all of us plenty of trouble."

"Fortunately though, we'sssss found all of da other performerssssss and animalsssss," Snake adds. "Sssssome of 'em are waitin' back at da tentsssss."

Herculo's face lights up. "Oh, how wonderful!"

At this moment Rebecca notices Joey sniffing around the ground for something. "What is it, boy?" she inquires. The little kangaroo promptly motions toward something shiny lying on the ground. "It's the ticket taker's tie pin!" Rebecca exclaims as she picks it up. "I hope we can find him soon to return it to him."

A determined look crosses Mojo's face. "Now that we've found everyone and retrieved the stolen items, it's up to us to collar this crook once and for all!"

"YEAH!" everyone cheers enthusiastically. The animals all bark, growl and chatter in agreement.