Author's note: Sorry it took me so insanely long to update this story. I wanted to do some careful planning to avoid writing myself into a corner. Hopefully, it won't take me so long next time.

The Professor turned around, startled by a sudden noise. The Girls were coming. He hastily shoved the letter into his pocket; if the news was upsetting, he didn't want the Girls to know about it just yet.

Blossom, Bubbles, and Buttercup burst into the living room. "Professor?" Blossom called franticly.

"Hush!" the Professor whispered, indicating the sleeping girl in his arms. "Wait here." The Girls floated down to the couch obediently. "I'll take her to the guest room; then we'll talk."

He gently laid Lizzie down on the guest bed. "My, you've grown," he thought fondly as he stroked her golden hair that had been tamed back into a ponytail. Then, the Professor turned his attention to her black shoes, and, since they didn't look at all comfortable to sleep in, he carefully removed them.

"Mama?" The child stirred, slightly, and the Professor jumped. He wasn't ready for her to wake up yet!

Luckily, she didn't persist. "She must've been talking in her sleep," The Professor breathed a sigh of relief. He'd better go.

The Girls looked up at him expectantly upon his return. "Who was that?" Bubbles voiced the question.

"Elizabeth… Lizzie, rather," The Professor corrected himself, remembering how the small child had always preferred the nickname. Gathering the Girls in his lap, he sat down on the couch. "I'm friends with Anne and Scott… -er, her parents," he amended. "Ooh, in fact, I have a picture!

The Professor opened the bottom drawer of a desk near the couch and pulled out a photo album. Purposefully, he began leafing though the pages. "Ah, here it is."

The Girls leaned in for a closer look. The photograph was of a man and a woman with a girl who looked to be about two years old. The man, who must have been Scott, had bright red hair, and the woman, Anne, was blonde. They were both wearing lab coats.

Buttercup smirked, "Wow, Professor, they're nerds just like you!"

"Buttercup!" Blossom gave her a hard nudge in the ribs, but the Professor just chuckled.

Bubbles, however, continued to stare at the picture with a look of concern. "Professor?" she piped up finally, "Why are they so sad?"

Buttercup rolled her eyes, "They're not sad, they're smiling, Bubble-brain!"

"The baby's crying!" Bubbles retaliated defensively.

"Duh! Babies cry!"

"They're eyes are sad!"

"That's stupid!"

"Ahem!" the Professor cleared his throat. "That's a picture from the day I left and moved here to Townsville. It's quite a distance, so I haven't seen them since." He suddenly began to flip pages again.

"What's wrong?" Blossom asked.

"Oh, nothing, really. I just wanted to show you the letter Scott sent me a few days after I moved in. It would've explained a lot, but I just can't seem to… Oh, well." He closed the book. "I'll find it later; you Girls better get to bed, now." He gathered them up and brought them upstairs to their room.

"Professor?" Blossom asked, "If we live so far away, why did they bring Lizzie here?"

"I'm her Godfather." Professor Utonium leaned over and gave each girl a kiss on the forehead. "Good night, Girls." Then, he left the room, leaving the door open slightly.