Peter had been minding his business on his one full day off from school. He had been wandering the city for a while, but not just because he was bored. He was still new to the city, after all, and he spent most of his time in the suburban areas.

He had asked Ken if there were any places he should check out while he was here, but based on his reply, it didn't seem like Ken got out of the lab very often. Instead, Momoko had butted in and listed nearly every candy store this side of the equator, so when Peter found himself walking by one of them, he decided to drop in.

The store was about what he expected from a candy store. The plot it was built on was small, meaning it was probably cheaper to operate. The walls of the store were lined with different types of candy, some of which Peter recognised but most which he didn't.

Peter wasn't the biggest fan of buying candy in general, but he decided to get some. He figured he'd give some to Momoko, too. After all, she had saved him from hitting the ground yesterday, so he felt obligated to as thanks.

He should probably find a gift for Miyako, too. She had done all the heavy lifting in designing his costume. And while he was at it, Ken and the professor had done most of the work in developing the web-shooters.

This was already getting out of hand. He didn't have the kind of loose change necessary to buy gifts for everyone. He reasoned that he would have to make an appearance as a hero to repay Ken and Utonium's work, rather than buying them something.

Peter paid the cashier, thanking her for her service as he'd been taught. He continued to ponder the gift situation as he headed for the door.

Buying something for Miyako would be difficult. With as bad as his fashion sense was, he couldn't buy her anything related to fashion. That discarded his first idea. He tried to think of what he actually knew about her, but fashion and bubbles were the only things that came to mind, especially considering he had only known her no longer than a week.

Actually, hadn't he promised to help the girls with their Chemistry homework? It'd completely slipped his mind. He'd have to drop by the lab later today to see if they're there.

Peter didn't get a chance to build any more upon the thought, as his Z-Sense shot a painful crackle through his brainstem. There was danger nearby, but where? He didn't hear anything out of the ordinary.

The streets were shaded by the overcast weather for the day, some street lamps falsely activating early to stave off the darkness.

Peter scanned the area around him, looking for the source of the danger. It didn't take long to see where it would be. Almost directly across the street stood New Tokyo Hospital's main ward, where Otto Octavius was recovering from his lab accident.

Peter's head snapped towards where Otto's room was located as his Z-Sense spiked, just in time to see a mechanical vice pierce the wall. It was followed by three more, each of their claws spreading.

They retreated until their claws were near flush with the surface and then continued, causing cracks to ripple between them. The wall crumbled to pieces, revealing Otto's figure dressed in a hospital gown.

Peter wasn't sure what to do. Should he call the police? Or should he call the professor so he can send the girls? He hurriedly lifted his phone from his pocket, dialling Utonium's number.

While he waited for the professor to answer, he wondered what he should do next. He did have his suit in his backpack with the second version of his web-shooters.

"Hello?" The professor answered the phone as Peter watched Otto climb down the outside of the building.

"Professor! I'm at New Tokyo Hospital. Otto's climbing down the outside of the building!"

"What? Poochie, call the girls!" Peter heard some commotion from Utonium's end of the line. "Peter, is anyone in danger?"

"Uh," Peter began running towards the hospital, hoping for a better view. "Not yet, but he's only just left the building!" Otto reached the ground, his mechanical arms holding him a fair distance above the grass. He moved almost as if in a trance, his human limbs limp, swaying from side to side.

"The girls are on their way, make sure nobody gets hurt."

"On it." Peter didn't exactly want to be a superhero or anything, but he also wasn't about to let anyone get hurt–or worse–while he was there. He ended the call, reaching into his backpack for his web-shooters.

Civilians stopped and stared, awed at the semi-mechanical monstrosity that was Otto Octavius. It made it pretty easy for Peter to duck into an alleyway between two buildings to don his first ever superhero costume.

Changing didn't take too long, partly because he skipped switching out his undershirt to save time. The moment he clasped his web-shooters to his wrists and tightened his goggles onto his face, he ran back out of the alleyway, looking for Octavius.

He slung a web towards a nearby building, pulling himself towards it to get a better view of the street. He followed the direction that his Z-Sense indicated, firing another web to swing towards the source.

Practising spinning webs at the lab was one thing, but actually swinging on a web in the city was an entirely different feeling. It was like swimming in a pool compared to swimming in the ocean.

Peter momentarily lost himself, just enjoying the feeling of the wind rippling over his skin, but then he remembered what he was doing.

He spotted Otto on the street, cars stopped in awe around him. They had seen plenty of strange mutants and creatures over the past few years, but this was something new.

Octavius didn't seem to share the sentiment, however. One of his arms slammed down on the engine of a cab, crushing it with ease. It then closed its claws and lifted the car into the air with the driver still inside.

"Hey doc!" Peter yelled as he swung towards the taxi, landing on its side with ease. "Put the car down, now." Peter tore the door open, released the seatbelt, and pulled the man out.

Otto turned to face him, but his eyes were glazed over. It was almost as if he were blind, but that couldn't be the case.

"Get out of here," Peter told the man, carrying him to the ground. "It's not safe."

The driver nodded hurriedly, stumbling away from the scene in shock, leaving Peter alone with Octavius for the time being. Peter wondered when the girls would get here; the professor had already called them. But he couldn't worry about that right now.

Octavius broke out of his shocked stupor and let out an animalistic growl. Another mechanical tendril grasped onto the car, allowing the doctor to catapult the vehicle in Peter's direction.

Peter's Z-Sense had warned him of this ahead of time, so he was able to easily dodge out of its way. What he had failed to account for, however, was where the car landed.

The car hit the ground a fair distance behind him, instantly expanding into a large fireball. Peter turned backwards in surprise, seeing the car had lodged itself into the side of a nearby clothing store.

"No!" He shot two weblines in the direction of the yellow mass, grunting as he attempted to drag it out of the building. His weblines held onto the vehicle for as long as he needed to drag it out of the building, but when he severed the lines his Z-Sense sprung up once more.

Before he could locate the direction of the danger, one of Octavius' tentacles crashed into his back, launching him towards the wreckage. While rapidly approaching the blaze, Peter managed to place his left hand on the ground and adhered to it. Pain shot down his arm from his shoulder, but he was able to stop his movement.

Peter turned around once more, concerned for any people that could still be in the building. He quickly jumped over the car and into the building.

"Hello?" He called, scanning the room. "Is anyone still here?"

He got no reply, but that didn't completely reassure him. He jumped to the back of the store, finding an unconscious woman behind the counter–probably the cashier.

He lifted her up, and with one final scan of the building, headed back outside.

"Doctor Octo… whatever your name is, you need to stop!" It seemed like the Powerpuff Girls Z had finally arrived, their self-proclaimed leader addressing the rampaging scientist.

"I think his name was Otto," Rolling Bubbles informed her teammate, beginning to shower the flaming car with bubbles in an attempt to extinguish it. "And aren't doctors supposed to be nice?"

"It doesn't matter what his name is, if he's looking for a fight, he can have one!" Powered Buttercup was ready to brawl with the eight-limbed man, her hammer pulsing with energy in her hands.

Octavius growled once more, but this time something like a mist appeared around his body. It was clearly visible as a deep red, though Peter couldn't tell whether it was actually there or if it was some sort of trick of the light.

"A red aura?" Blossom asked, pointing out what Peter had thought he'd seen. "That's new."

Peter carried the woman over his shoulder out of the building, avoiding the licks of temptation the blaze attempted to send his way. What did that aura mean? From the sound of things, it wasn't their first time encountering someone emitting an aura, so maybe they knew?

"Octavius has gone crazy," Peter informed them as he emerged from the smoke. "You need to take him down!"

"You're wearing the costume!" Bubbles cried out in joy, though her expression dulled slightly upon seeing the soot marks dampening the colours in the outfit. Her workmanship still shone through the grime; the stitching not damaged at all. The suit would be completely back to normal after just a wash.

"So, what do we call you now? Spider-Boy?" Hyper Blossom giggled at his expense, before noticing the girl Peter was carrying. "Take her to safety. We'll deal with Doctor Octopus here." Despite her joking attitude, she did seem to be taking the situation at least somewhat seriously.

Blossom threw her yo-yo forward, wrapping it around two of Otto's mechanical limbs and pulling, tethering his front two limbs to each other. Buttercup then swung her hammer into the doctor's third tentacle, knocking it into the air too.

"Got it." Peter slung a web to a nearby building, hearing the sound of Octavius falling to the ground behind him. He reached the hospital that Otto had just left a few minutes prior, hoping there were still staff in the main building for him to drop her off with.

Luckily for him, there were plenty of nurses and doctors that had set themselves to disaster mode, flooding the lobby to care for all the injuries people had received from Otto's little stroll. Peter left the clerk with one of the staff and made his way back to the fight.

By the time he got back, he found Octavius wrapped up by his own mechanical arms, a little bow tied behind his back to hold it all together.

"Nice going, girls." They seemed to have done a better job than he had. There was no further property damage, unlike the building he had allowed Otto to all but collapse, and no civilians seemed to be in danger.

"You did good too," Bubbles complimented Peter, though he knew better.

"Did I really? All I did was let him throw a car into a building, almost killing the person inside." He slumped his shoulders upon realising his blunder.

"You managed to stall him until we got here," Blossom added, comforting him slightly. "When we first started out, we struggled against everyone we fought and caused tons of damage to the city. Don't worry."

"You're not dead. And neither is anyone else. I'd say you did pretty good." Even Buttercup was agreeing with them, so that lightened his mood somewhat.

"Trust me, I feel pretty terrible on the inside." Peter rubbed his back with his right hand while simultaneously rolling his left shoulder. "My back's killing me, and it feels like my arm is on fire. Oh yeah, can one of you guys give me a lift to the lab?"

"Sure," Momoko replied with a smile and a thumbs up. "Bubbles, Buttercup, take Doc Ock to the lab so the professor can take a look at him."

"Okay!"

"Yeah, yeah. We're on it."

The blue and green Powerpuffs grabbed one side of the bow holding Octavius prisoner and took flight headed towards the residential district.

"Alright, I think I left my bag just a few streets away…" It only took checking a few alleyways visually to find where he had ditched his personal affects.

"Are you ready to fly?" Blossom asked him, grabbing him by the forearm. Her boots began to flare up with pink energy as Peter reciprocated the grip.

"Yeah, just take it ea-SYYY!" Before Peter could finish his sentence, the energetic Powerpuff had pulled him into the sky. Within moments, they were sailing high above the tall buildings of the financial district, following the same direction Bubbles and Buttercup had just left in.

"Woah, this is amazing!" Peter had to yell so he could hear himself over the buffeting of the wind. From this high in the air, Peter could easily make out the professor's lab. Not just that, they were so high up he could see the ocean and Mt. Fuji! "You can see everything from up here!"

"I know!" The redhead replied, smiling down at him. "It's pretty great, isn't it? Just don't let go!"

"If you drop me, I swear to-" Peter cut himself off, having to twist his body to avoid some kind of bird. "Hey! You did that on purpose!"

The pink Powerpuff laughed at his expense. "And what if I did?"

They were now approaching the lab, so Blossom began to slow down. The wind buffeting their ears died down, allowing Peter to hear himself think again.

"You know, I did buy some candy just now. Maybe I just won't give you any?" The way Peter said that made it sound more like a question than a light-hearted threat, but Blossom seemed terrified regardless.

"You wouldn't do that… would you?"

"Just quit it with the practical jokes, alright?" Peter liked comedy, but he wasn't much of a fan of slapstick–especially when he was the butt of the joke. "Relax, you're not missing out on any candy. After all, I still have to pay you back for saving my skin yesterday."

"Oh, right!" The way he saw it, Blossom had completely forgotten about that until he mentioned it. "Could you also help me with the Chemistry homework? I kinda… forgot about it in all the excitement yesterday."

"Yeah, sure. I did promise you and Miyako that I'd help." They touched down softly at the front door of the lab, wasting no time in entering the building.

"Professor!" Momoko called out as she recalled her transformation. "We're back!"

"Any luck figuring out what's wrong with Doc Ock?" Peter took off his goggles and jacket, placing them back into his bag. "Nice nickname, by the way." Peter offered Momoko the candy he had mentioned earlier.

"Thanks," Momoko replied, gratefully yet ungraciously accepting the sweets. They both headed to the room adjacent to the living room, finding Utonium, Ken, and the other Powerpuffs standing around an unconscious Otto Octavius.

"Any news on why he went crazy?" Peter asked, moving next to Ken to take a look at the defeated scientist that had been laid on the examination bed.

"Actually, it seems like whatever caused him to lose his mind was a similar process to what turns Shirogane into Princess Morbucks and Ms. Kintoki into Sedusa." Utonium reported his findings to them, before asking the girls to begin untying Otto.

"We were able to reverse the change with only a few modifications to our Z-Rectifier," Ken added, pointing to the large laser cannon-like device sitting nearby.

The girls unfurled the bow that held Octavius' arms together and began to unwrap him. It didn't take long for Otto to be completely free from his makeshift restraints. The girls just left the arms laying loosely on the floor.

"So… what do we do now?" Buttercup asked, nudging one of the tentacles with her foot.

"You girls wait." Utonium answered. "Ken and I can get to analysing how his arms are attached to him."

"You can get started on that Chemistry homework, right Momoko?" Peter brought up the previously forgotten assignment. "I've got mine here if you want to copy off it."

Before the redheaded superhero could respond, Peter's Z-Sense blared at him. Octavius' eyes shot open and one of his arms slammed into the three Powerpuffs. Ken likely would have been hit too, had Peter not quickly tugged him to the ground to dodge it.

One of Otto's other arms clamped itself on Utonium's neck, lifting him into the air. He pulled the helpless scientist towards himself, anger clearly visible on his face.

"This is YOUR fault!" Otto growled, his other two tentacles raising his own body into the air. "If you hadn't kept the secrets of Chemical Z to yourself-"

"Calm down, Octavius!" Peter yelled at him, trying to diffuse the situation.

"You don't understand!" Ock snapped back at him, causing Peter to take a half step backwards. "You don't know what it's like to have these… these 'things' stuck to you! I'm… I'm a monster!"

"Put him down, Ock!" Powered Buttercup commanded, summoning her hammer in a flash of light as she got to her feet.

"We don't want to hurt you," Rolling Bubbles said, twirling her bubble wand and preparing for a fight.

"But we will if we have to!" Hyper Blossom finished, spinning her yo-yo at her side.

Otto grimaced, but decided it wasn't worth the hassle. He lowered Utonium to the ground, slowly releasing him. The girls stayed on edge, knowing better than to let their guard down around a potential enemy.

"Otto, you're not a monster," Utonium told him as he straightened out his lab coat. Though he did take a few precautionary steps backwards, just to be safe. "We're looking for a way to get those arms off you. You just need to let us do our jobs."

"Sorry, I'm not sure what came over me there." That seemed to have calmed Otto down. He lowered himself back into the chair and his arms laid back onto the floor. "With your expertise in Chemical X, I should be free of these accursed arms in no time at all."

"Right…" The professor seemed unsure whether he could actually remove Otto's new arms from his body, but the patient either didn't notice or didn't want to notice it. Utonium began to lead everyone else out of the room, pushing where necessary to show it was important.

Once outside, Peter spoke up. "You can't be serious about helping that guy! He just tried to kill you!"

"Shh!" The professor quietened him, not wanting Octavius to overhear their discussion. "He didn't try to kill me, he was just in shock. And besides, we can't just leave him the way he is."

"Why not? It's not your responsibility to help him! Let the hospital take care of it!" Peter hardly lowered his voice this time, much to Utonium's annoyance.

"You're wrong," the professor chastised him, shaking his head. "We're the only ones who can help him. That means it is our responsibility to help him."

"But what if you can't? I get the feeling you've tried to cure some of the girls' villains before, and it clearly hasn't worked."

"Peter, in science we don't just assume something won't work. We have to test something before we know whether or not it's possible. This is no different."

Peter sighed, slumping his shoulders. Hearing no further argument, Utonium moved on.

"Girls, I want at least one of you here at all times when we're working with Octavius. We have no idea whether he could have another episode, and I don't want to take my chances with him alone. Peter, that goes for you, too."

Their verbal responses varied, but they did all seem to be on the same page.

"Perfect. Momoko, since you have some homework to do, you can stick around here for today. Miyako and Karou, you can go home if you want."

"I needed help with some homework too, professor," Miyako commented, reverting to her civilian outfit to get something from her backpack.

"Well I'm outta here." Karou was as brash as always, her hammer shattering itself as it returned to her in energy form. "Just call me if there's any action."

"I'll give you a yell as soon as anything happens," Poochie reassured her before watching her fly out through the open window.

"Alright. Ken, let's get back to work." Utonium and his son left the living room, returning to the injured scientist.

Peter sighed, but realised there wasn't much he could do about the situation. He made his way over to the couch and sat himself upon it, slinging his bag off his shoulder and onto the table. He unzipped the bag, grabbing his completed homework and placing it on the table.

Momoko saw this and reverted her own transformation, pulling out her unfinished work and a pen. She sat cross-legged on the floor so she could lean on the table to write, complaining about the tiling being cold.

Miyako followed suit and placed her bag on the floor, taking her chemistry workbook and placing it on the table.

"So about the electron shells… for question three…" Miyako began, watching as Momoko feverishly copied Peter's answers.

Peter glanced at his own sheet from his slouched position, giving the question a once over to find out what the issue could be. He also checked what the energetic Powerpuff was writing, and, to her credit, she did seem to at least be changing the wording and structure of the answers.

The question the blonde was asking about had to do with electron shells configuration, which their teacher had somewhat glossed over in last week's class. It wasn't exactly surprising that she wasn't sure of the answer. Most people that didn't ritualistically read the textbooks probably wouldn't.

"It's asking for the number of electrons in each shell for Rubidium, right?" He asked, though he didn't give her a chance to respond. "We learned the 2-8-8-2 rule for the first 20 elements, but do you remember what happens when we pass 20?"

"Um…" Miyako thought about it for a few seconds, tilting her head slightly. "No, not really."

"After 20, the third shell grows until it reaches 18. Then the fourth shell starts growing until it also gets to 8, then a new shell forms and grows to 2, then the pattern repeats for the fourth row. You get it?"

"Can you repeat that? But slowly this time." From Miyako's reply, his explanation was about as bad as it sounded coming out of his mouth.

"Alright, so you know how to count shells until 2-8-8-2, right?" He paused for the cheerful Powerpuff's response.

"Of course! We learned that last year."

"Alright, great. Now when you go past that, you count up the third shell until you reach 2-8-18-2."

"That makes sense." Miyako scribbled down the two sequences onto her page, probably to jog her memory later if necessary.

"Once you reach 18, that shell's full, so you move onto the fourth shell and count that one up until you reach 2-8-18-8." The numbers were starting to swirl around in Peter's head, but he kept his mind on track for now.

"Alright, 2-8-18-8."

"Now that outside shell is full for now, so we add a new shell, and we count up until 2-8-18-8-2."

"So we count up until 2-8-18-8-2." As she wrote it down, it seemed like she had an epiphany. "Is it because it's symmetrical?"

"Uh, I don't think that's the reason, but it is a good observation. Anyways, once you're at 2-8-18-8-2 you repeat the first step on the fourth shell. So you go to 2-8-18-18-2."

"And then after that you count the fifth row up to 8?" Miyako attempted to continue, though she was unsure if it was correct.

"Exactly! Then you add a new shell of up to 2, just like before."

"Okay! Thank you! So Rubidium is number 37, so we start at 2-8-8-2. Then we count up in the third shell until 2-8-18-2." Miyako scribbled some notes down in the answer space underneath the question. "That takes us up to… number 30."

"All good so far."

"So then we go up until 2-8-18-8, which is 36. Then we add one more onto the end to get 37. So the answer is 2-8-18-8-1?" She circled the answer on her page.

"Right on the money," Peter congratulated her on her answer. "And now you should be able to solve all of those problems." Peter was at least glad for the distraction from both his failure to keep people safe from Otto earlier and his failure to stop Utonium from working close to the madman.

"Wonderful! That was the only one I needed help with, so I'm all done now!" Miyako repacked her backpack with her schoolwork before standing up and facing her body towards the door. "I'm going to head home now. I'll stop by some stores to see if I can find any good materials to make your boots out of, Peter."

"Alright, thanks. I'll see you tomorrow, probably." Peter gave her a small wave as she exited through the front door.

"See you later, Micchan!" Momoko called out, but she hadn't looked up from copying Peter's work.

"You know," Peter began, facing towards the redhead. "If you put as much effort into studying as you are into copying and changing my work, you probably wouldn't need to copy and change my work."

"Quiet, you. I could've done it on my own if I wanted to." Momoko seemed confident, but Peter wasn't completely convinced. "It's just that I forgot to do it until now… and copying off yours is so much easier than actually doing the work."

"And let me guess, you're learning all the content from reading my answers, anyways, so it turns out the same?" Peter rolled his eyes at the idea, though it wasn't like it was completely made up or anything.

"See, you're starting to get it!" Momoko seemed to see his reply as some kind of admission of defeat, and Peter really didn't have the energy to argue with her about it.

"Why do you even study chemistry if you're not interested enough to even do the homework?" Peter asked her, trying to pick her brain a little.

"It's not that I'm not interested in it," Momoko began, stretching her arms over her head. "I do normally get my homework done! I just… forgot this time."

"Right."

"I really am telling you the truth, you know."

"Okay, okay. I'll drop it." Peter wasn't exactly convinced by her argument, but he had no reason not to take her at her world. One isolated event didn't at all indicate a pattern.

The rest of the day passed without event. Peter occasionally ducked in to check on what Ken and the professor were doing, but mostly kept out of their way. He was new here, and he doubted Utonium or Ken would appreciate his inexperience when trying to research something so important.


And so we reach the end of this week's chapter. A bit of plot development, but to be honest not as much as I would've liked. I was planning to do some more in this chapter, but it didn't really seem like it'd make much sense this early on, so I'm saving it for later. So instead, you got a ~500 word explanation of electron shells.

And now for reviews! Thank you for all the reviews so far, it's always great to hear from you guys.

Maximum Rhapsody: I don't want to say too much about what the villains are going to be doing with Chemical Z, but it will be used later on for sure.

As for the second part of your review, this story takes place three years after the girls got their powers originally. I do believe I've implied that Him was defeated a year after they got their powers, though I can't really remember to be honest. So there isn't a knock-on effect with the original story to worry about, and Him most likely won't be appearing in the entire story.

Peterfan199999: Thanks! I was worried that I was exposition dumping some of the history at points (and I probably was), so it's good to see it wasn't for nothing.

The Dudes Tude: Sorry, but I don't have any plans that specifically revolve around Princess Morbucks. I do intend to have her appear later on, and I am somewhat considering making her less of a villain further down the line, but it'll depend on whether it fits well with my rough outline for how the story is progressing. Trust me, when she will appear it won't just be for a 'villain of the week' chapter or anything.