Meanwhile, deep in the forest, a still very shaken Arturo, Billy, and Grubber sit huddled within a small dense grove of trees. Arturo begins scouting the area. "Hmm, looks like we've lost those phantasmas." Billy breathes a hearty sigh of relief. "Pfew."

Noticing that they're now all alone, Grubber worriedly razzes, "Pthbbht, thbbht, thbbtht?" Billy and Arturo then look all around them and exchange disconcerted looks. "Oh no, we lost our friends!" Billy despairs. "How'll we ever find 'em again?" Out of the corner of his eye, Grubber suddenly spies a fair sized wooden boat sitting by the shore. "Thbbht, phtbbht, thbbht!"

"Good idea, Grubber," Arturo says happily. "We will surely find our amigos now." Upon this, the three quickly hop into the boat and begin sailing down the river.

With the others, Fitz said, "Hey, maybe Roxi and Foxy might've found Grubber, Arturo, and Billy!" Bending his level to the puppies and putting them on his back before going into the water, "Sniff out where they might be from my back, okay?"

"Wuf, wuf!" the puppies bark in agreement, wagging their tails happily. Foxy and Roxi then begin sniffing the air curiously. Suddenly getting a whiff of something, Foxy gives a sharp bark. "What is it, girl?" Fitz replies, upon which the puppies motion toward three familiar looking sets of footprints in the marshy ground.

Fitz said to himself, "Those kinda look like the boys' footsteps alright." He called to everyone, "Becca! Mojo! Professor! Everyone come over here!" At once, the group quickly hurry over. "The puppies found the boys' footprints." the alligator notes. Observing the muddy trail, Rebecca says, "Hmm, it looks like they went into the swamp." She turns to Fitz and the puppies. "Thank you very much, friends." Fitz smiles, "You're quite welcome, miss." The puppies bark happily.

The alligator swims up to the shore and gently sets the puppies down, upon which the group begin to follow the trail through the marsh as he follows by water. Spotting something shiny by the side of the road, Snake traipses over and quickly nabs it. "It'ssssss Arturo'ssss comb! We musssst be getting clossse!"

"Good work, Sugarpie," April says as Snake hands her the comb, upon which she wipes the mud off with a small hand wipe. "We'll find our friends soon!" Snake gives a small modest smile as the group then set off again.

The group follow the trail down a curve in the road, upon which they come to a narrow bank where several fair sized wooden boats are docked. Noticing oar prints in the muddy bank, Mojo observes, "Hmm, they must have taken one of these boats and set off into the bayou. Perhaps we can use these boats to follow and pursue our missing friends and Penny."

"Good idea." the group oblige, upon which Rebecca and Mojo quickly hop into one boat, Deanna and Ace into another, Snake and April another, the professor and the Powerpuffs another, and Mr. Wilson and the cats the final one. The group then begin paddling down the river as Fitz swims closely behind. Don't worry, friends, Rebecca thinks. We'll find you soon.

Meanwhile, a very sad Arturo, Billy, and Grubber are dolefully paddling down the river. "Oh, now we're really lost!" Billy despairs. "What if we never see our friends again?"

"Please do not worry, Billy," Arturo replies consolingly(Though he was secretly feeling just as worried). "We will find them soon."

Just then, something catches Grubber's eye. "Pthbbht, thbbht,phttbhtt, thbbtht." Arturo inquires, "What is it, Grubber?" The hunchback motions toward a bright light in the distance. Curious, the three paddle closer, presently coming to a large boat in the midst of the swamp. "Hmm, that es mysterious" Arturo muses.

Billy said, "Maybe we could find the guys!"

Arturo said unsure, "I don't know about that one, Billy. I think it might be those people masquerading as ghosts to scare us."

"Ooh." a concerned look crosses the largest Gang Green Gang member's face.

Grubber razzes, "Phbhtt, thbbhht, pthbbht, thbhbbht."("Hmm, perhaps there might be a clue inside.")

"Good idea, Grubber." Arturo replies, as the three quickly paddle toward the large boat. Pulling their boat up to the dock, the three Gang Green Gang members carefully and quietly make their way inside the large craft. As they tiptoe through the hallways, Arturo looks at the somewhat dilapidated ambiance. "Gee, this looks like Officer Brickowski's apartment, only not as clean!" he and his pals share a small laugh at this.

As the three draw close to a well-lit room at the end of the hall, they hear voices and quickly duck out of sight. Peeking casually through the doorway, Arturo, Billy and Grubber spy the two crooks having a conversation.

The short assistant said, "Medusa, I don't think the kid will work. You know how kids complain about getting wet and scared of the dark." Medusa stomps her foot. "She'll have to do it and like it, Snively! I won't stand for incompetence!" From nearby, two large rounded alligators with glowing green eyes and sharp teeth growl. Billy, Arturo, and Grubber looked to see Penny huddled in the corner as she hugged her knees close. She looked at the two gators growling at her and gave a tiny whimper.

"Oh no," Arturo whispers in horror. "They've got Senorita Penny!"

"Oh, how'll we save her?" Billy says dolefully.