It had been something of a hassle to get Him back to the house that the young heroes still shared with their creator, the world-renown Professor Utonium. On questioning the creature, it soon became clear that Him had forgotten how to transform himself into mist or to expand his size, so the girls had decided to carry the demon back to their home before he did anything else to draw negative attention from the people; they could only imagine the damage he could do if he was backed into a corner. Best not to find out.

The day proved to be full of surprises, as it turned out that Him was much heavier than his wiry build would suggest. Blossom began to ramble on to her sisters about a theory she had, that Him's immense powers were extensions of his physical being, which accounted for his ability to withstand all the punishment they had inflicted on him in previous years and come back unscathed. Bubbles and Buttercup nodded along with her theory, but they were more preoccupied by the surreal situation at hand: they were carrying home an amnesiac foe they'd found lost at the park.

They might have had stranger days, but this day would certainly be placed in their Top 5.


By the time they reached the Utonium household, the three PowerPuffs had collapsed on their lawn, exhausted. Him stood over them while staring at the house, trying to remember why it seemed familiar. He felt it, that he had been here before but he could not recall when, or why.

The demon was fast becoming frustrated with his own uselessness. One thing he could be sure of, he did not like it when he was not in control.

"Do you remember anything?" Blossom asked as she stood and brushed the grass from her jeans, moving to his side.

Him shook his head. "Sometimes I think I remember, but then it just…flies out of my mind."

She gave him a weak smile. If this had been any other villain, she would feel sorry for their lack of memory- but this was Him. He wasn't like any other villain they had ever known, and for her part, Blossom hoped that he never remembered what he was.

"I don't know about you guys but carrying that cargo has worked up my appetite." Buttercup groused as she headed to the front door. "I say we order in tonight."

"She always says that when it's her night to cook." Bubbles told him under her breath. The two shared a quick, conspiratorial laugh as Blossom opened the front door.

Dumbly, Him followed the girls into the house, his eyes taking in the colors and shapes of the place that made their house a home. Being what he was, it wasn't often that he found himself in the homes of humans. The scent of apple cinnamon potpourri was in the air, as was the tangy whiff of lemon furniture polish just beneath it. There was a bright, spacious sunken living room with a sofa placed before a television set, and several family pictures taken over the span of nearly two decades were lining the walls.

A staircase lead up to a second-story balcony where he could see a few doors, though he didn't know where they would lead. Perhaps he knew once, but his mind was now empty of details regarding this family. The only reason he knew their names was because he'd paid attention as they'd addressed each other.

He followed the girls into the living room and remained standing as Buttercup flopped onto the sofa, clearly intent on watching some television.

"Professor? Are you home?" Blossom called out.

A door to their left opened, and a man with graying dark hair in a lab coat stepped over the threshold and into the room. He looked up from a clipboard he'd been holding, his eyes immediately falling on Him.

"Argh! Girls, get away from it!"

Bubbles threw up her arms to stop the Professor from throwing a nearby folding chair at Him in a reflex to protect his girls. "It's ok Professor! Please, something has happened to make Him forget about everything…including that we're his enemies. Something hurt him, we need you to look at him and see what's wrong."

The Professor sheepishly set down the folding chair, leaning it back against the wall. He glared at the retreating demon before turning to address Bubbles. "Girls, you know I'm not that kind of doctor, and with Him, I think we should be looking for an exorcist instead."

Him raised his damaged claw timidly to the man. "May I please have some water?"

"Huh." The Professor frowned at him. "I remember him being a lot more demanding."

Blossom sighed and began to explain, "He doesn't seem to remember his old self, we only just found him in the park. He was lost and didn't even know how he'd gotten there. If he doesn't remember everything right away, then he should behave himself. We need you to see if he'll get his memory back."

"If he doesn't remember his old evil self then why would you want me to help him recover those memories at all?" The Professor asked.

Blossom considered the Professor's question, "We need to know what did this to him. If there's something out there that can erase memories, we could be next."

"You think whatever did this to Him could target you next?" He asked in genuine concern.

Buttercup shrugged, "We can take on anything, but if we end up without our memories like Him then we won't even know how to use our powers to fight back. If Him can remember and tell us what happened, we'll at least be prepared if it comes gunning for us."

"Which is why we need to help Him remember," Bubbles concluded. "And it's why we need to keep him here."

Him simply stood there, looking on as they all went on to discuss what to do with him. He didn't mind, the girls and their professor seemed to know much more than he did. He contented himself with moving further into the living room, his keen eyes suddenly fixated on a photograph of the girls as they were children.

The three of them, so different in looks and personality, yet so alike in their powers and convictions. He felt a tingle of recognition on looking over their faces in the picture; perhaps that was how they all knew each other, from when they were very young…but why would he have had anything to do with a trio of little girls?

He blinked and began to feel the weight of his stress and injuries come upon him. Glancing over his shoulder, he could see that the women and the Professor were still discussing him, something about new monsters and what their responsibilities would be. He shook his head, suddenly feeling dizzy and gave in to exhaustion then, sitting down on the floor to rest his weary body and catch his breath.

The girls did not notice the weakness that had swept over Him, they were fixated on finding a resolution to their new demon problem.

"If Him doesn't remember who we are or how evil he used to be, then it also means he won't remember any reason why he would use his powers against Townsville." Blossom said. He primary concern was keeping Him contained, and then to learn all she could about him - where he'd come from, what he was, if there were others like him. Information was power, after all.

"Yeah!" Bubbles agreed. Just then, a wonderful idea dawned on her. "Maybe we could help him learn how to use his powers for good!"

"Good? Him? What do you think, Professor?" Buttercup asked. She was skeptical, but willing to take a chance.

The Professor thought for a moment. "Well, I have read studies about people who recover from head trauma and behave opposite to how they were before. It is possible, but those studies were written on humans, not a…what is Him, anyway?"

"We've never been totally sure." Blossom told him. "Our best guess is that he's a transvestite demon with the magic power to bend reality and travel in between dimensions."

The Professor thoughtfully chewed the stem of his pipe. "Huh. That's certainly unique. Well, I suppose you can get to the bottom of what he is while he's being treated. But if he's going to stay here, he's going to wear some pants." The Professor stated firmly.

Bubbles smiled. "If he stays here, we can show Him how to be good. With all his power, just think of the things he could do!"

Buttercup scowled and crossed her arms. "So he's staying. I don't trust him, though. This could all be an act - I mean we've never even heard of anything powerful enough to touch Him, let alone anything that could hit hard enough to make him forget who he is!"

Blossom nodded. "We should all take turns keeping watch over him and compare notes on anything he says when he's with us in case he lets anything slip. Also, we should sleep in shifts. There's no telling what he could do while we're asleep – and I don't want to deal with his nightmare power again."

The Professor and her sisters were wary of Him, and rightfully so, but if she was being honest – and it was a rarity that she wasn't - Bubbles was truly glad to know that Him would be staying. They had fought him so many times in the past, and he had disappeared after every battle with no explanation for his motives and leaving no trace of where he had gone. After a time, it all began to seem so pointless to fight evil when it would come back the next day in one form or another; Bubbles sometimes had to wonder if they were truly doing any good or if they were just destined to fight on forever.

Now here they had their first opportunity to actually rehabilitate an enemy, to change an enemy into a friend, the chance to do some true good.

It was exciting and strange and new.

It was decided.

They all turned to see Him sitting on the living room floor, cradling his injured claws in his lap. He just looked so…pathetic. Yes. Pathetic, helpless, and somehow, despite his devilish appearance and all he'd done to them in the past, he appeared innocent. Even Buttercup was beginning to feel a pinch of sympathy for him.

"Oh! Professor, can you patch him up? Something pounded Him into the dirt." Buttercup said. She moved closer to him, approaching slowly as if he were a wild animal. "All this talk of amnesia and I forgot about you. How bad is it?"

Him showed her his cracked, dislocated claws, almost whimpering.

The Professor drew closer, although with a great deal of apprehension. Blossom noticed how wary he was, and made a mental note to speak to her sisters; they should all take care not to leave Him and the Professor alone together. Him was an amnesiac, but they had already seen the proof that he was far from harmless.

He knelt down and put on his glasses, carefully taking one of Him's claws into his hands to examine it. He cringed to see the injuries. "Oh, it looks like you've been through the wringer all right. Come downstairs to the lab and I'll see what I can do. Um, girls, you should come too."

Together, they all trouped downstairs to the lab.

Him shivered on taking the last step to the lab floor. The room was very cold, both in temperature and in that the space was devoid any of the personal warmth he'd felt while in the living room; where were the family pictures, the vases of flowers, the windows? This space was nothing but bare walls, large machines, harsh lighting and cold tile floors.

He fought the urge to run back upstairs; there was something very unsettling and...familiar about the coldness of the laboratory and the buzzing sound of its generators.

The Professor lead them to the rarely used medical area. It was a space equipped with First Aid supplies and a medical shower in case of any accidents that could occur in the lab. It was ronic, then, that one of the Professor's accidents had proved to be his greatest gift to the city. The man cleared his throat. "Um, you girls might want to look away for a minute. Him, I'll need you to put this on." He said, gesturing to a fresh medical gown.

Sheepishly, the entire group turned their backs to Him and listened to the ruffling of cloth as he changed out of his torn dress and ripped tall boots.

Him coughed to indicate that he was finished.

They turned back to find him sitting on the exam table, and with more of his skin revealed, so too were many more injuries. Despite who he was, Blossom felt a pang of sympathy. "Oh, what happened to you?"

Him shook his head, feeling depressed and embarrassed by the entire ordeal. "I don't know."

The Professor brought out his First Aid kit and began tending to the scratches and cuts covering Him's chest, arms and lower body. The girls had not been trained in First Aid, their near invulnerability had made such skills unnecessary.

For very different reasons, they were now regretting their ignorance.

Buttercup would have liked to take the Professor's place in examining Him, as she had always wanted the chance to get a closer look at the creature. For years she had secretly been terrified of his return, and if there was one thing Buttercup hated, it was what she feared. As a tactician, she wanted to find out where his weak spots were, where she could hit him hard to gain an advantage in battle. As the self-titled powerhouse of the PowerPuffs, Buttercup wanted to know everything about their enemies.

Not that she would attack Him if he behaved himself, but it never hurt to be prepared...just in case.

Blossom winced as she watched the Professor begin to stitch the cuts on Him's cheek; no easy tast, as the demon was growing more aggitated with every prick of the needle and drag of the thread. She watched as Buttercup stood, poised to stop Him if he snapped at the Professor.

For her part, Blossom's focus on Him was based more on a secret anthropological pursuit than tactical interest. Him was unique among the villains they'd faced in Townsville, true, but was he the only one of his kind in all the world? Blossom had been working on a secret theory for the past few years – Him couldn't be the only one of his kind, he couldn't possibly be all alone. Wherever he came from, there had to be other creatures like him. Not that she was eager to meet any other enemies with Him's love of mind manipulation, but since he was a living creature, he had to have been born in one way or another.

Her strong ambitions could sometimes be a fault of hers. Him had not been in their company for more than an hour, and already Blossom pictured herself as the first to embark into the newborn field of Demonology. Perhaps now that they had Him as a houseguest, Blossom thought, she could expand on her theory about the elusive Him and perhaps even discover other demons, Them!

Once the stitching was done with, the Professor looked at the remaining, and by far the most difficult of Him's injuries. His great sharp claws that were so terribly damaged, and he hadn't much of an idea of how to heal them. The closest he'd ever come to dealing with claws like his was when he indulged in an expensive lobster dinner - and in just such a case, he was the one causing damage to the claws to get at the sweet meat within.

Distantly, he wondered if whatever had attacked Him had simply been hungry and mistaken him for a seafood platter.

Thinking, the Professor scratched his head and speared frustrated fingers through his hair. "Buttercup, I'm going to need you to hold onto Him."

She raised her brows. "Hold him, why?"

The man glanced at the creature, who himself appeared nervous now. "Because to help him, I'll have to hurt him. I'd rather not lose my head while doing it."

Buttercup shot a worried glance to her sisters but she didn't hesitate in holding Him; twining her arms around him in such a way as to restrain his head and his other arm. As she watched this exchange, what surprised Bubbles the most was the simple fact that Him was allowing Buttercup to restrain him as the Professor went to the task.

The demon's snarls were slamming off the walls, but Him was not fighting Buttercup's hold or moving to attack the Professor.

He was compliant, restraining himself despite the pain. Would he allow himself to be degraded like this if it was all a ruse?

Bubbles turned away, cringing as the Professor worked hard to pull Him's claws back into their rightful position. The harsh grinding, followed by the wet snap as he relocated the joint so was enough to turn her stomach. She didn't like to see anyone in pain, not even Him, who had so delighted in terrifying them and making them miserable in the past. He might've been sinister, but listening to him hiss and growl as the Professor worked to repair the damage done to Him's body was very distressing to her.

Still, she held onto the hope that they could teach Him how to use his considerable powers for good. She wondered if he was capable of being good, or if it was too far against his true nature – like teaching a snake how to walk.

Time would tell, she supposed. And right now, they had to concentrate on helping Him heal, both in body and mind.

"Whew!" The Professor exclaimed as he dabbed at the sweat on his brow. "I've done all I can, but they didn't cover…well, whatever you are, Him, while I was in medical school."

"Why would they?" Him asked, looking down at his freshly bandaged claws. "We're not exactly common in this realm."

"We?" Blossom asked eagerly. "There are more of you?"

Him absently shrugged his shoulders, then groaned in pain. "I can't be the only one."

He got up from the table and struggled to remove the medical gown. He wasn't sure why, but the pattern of yellow daisies on the fabric was suddenly distasteful to him. He suppressed the urge to tear the gown apart.

The Professor moved to assist Him in removing the medical gown.

Blushing, the girls quickly turned away from Him's naked form, though not before they got an eyeful of why Him was a him and not a her. The demon in question showed no shame as he moved over to the mirror to inspect his patched injuries.

"Thank you, Professor Utonium. I feel better already." Him said, tentatively stretching his muscles, wincing slightly.

The Professor nodded and hurriedly gave a set of black scrubs to Him in an effort to spare them all more embarrassment. Him dressed and then looked himself over in the mirror once again; he didn't know anything about mortal fashions, but he knew what he liked, and these black garments would do until his favored attire could be replaced or repaired.

The Professor nervously began to tidy the lab now that his work was finished. "Glad to be of service, Him. Girls, why don't you give our new guest a quick tour and I'll order us some Chinese."

He quickly ushered the group out of his lab and breathed a huge sigh of relief once they were upstairs.

The Professor hadn't fought Him himself, of course, but he had fallen under the demon's influence in the past; such power the creature had, this ability to manipulate another's thoughts and emotions, and that he used them purely for mischief and terror was a frightening thing. The Professor didn't want Him in his house, but if the creature truly couldn't remember what he was and the malice he felt toward the girls, then keeping Him here might be the best course of action, for the time being at least.

The Professor only hoped that Him didn't prove to be up to his old tricks.


Author's Note: I received a PM asking how I view my characters, whether I'm picturing the cartoon as I write or if I can provide visual references. I don't picture this as the cartoon as the PPG are in their early 20s during the time this story is taking place, rather I picture it in my mind as live action scenes.

As far as visual representation, in this story, the visual I am using for Him is that of the character Azazel from X-men: First Class (2011), who looks just like Him except for his lack of claws. The character of Azazel also has a devilish tail, which my Him will have as well - a nice addition, I think, and there will be a few lines of dialogue to explain this change in the next chapter.

The visual I am using for Bubbles is the character of Baby Doll from the film Sucker Punch (2011), who I think makes a perfect adult Bubbles - low blonde pigtails, and throughout the film she wore several pale blue outfits.

Thank you for reading!