(The episode opens with a vibrantly colored place that bears a resemblance to Willy Wonka‘s chocolate factory. A train is seen passing by, along with a bunny. The bunny is shown licking a lollipop.)
Bubbles: Hey dust bunny! (As she says this, the train goes by, creating a strong gust of wind that hits the bunny.)
(Bubbles looks out her window to see a red horse on top.)
Bagstripes: Aah! Conductor Bubbles! There's trouble in Milkshake Junction!
Bubbles: Don't worry Bagstripes! I know a shortcut!
(The train leaps off a cliff. Bagstripes cheers in excitement. He then falls off in a daze.)
Bubbles: As conductor of the Candy Cane Train, I've never missed a Milkshake Monday! (A bunch of milkshakes is shown, mostly sleeping.)
Bubbles: Oh, no!! What‘s wrong?
Queen Shmallow: (Flying into view) Oh thank gumdrop you're here! (She sounds extremely nasally whenever she speaks.)
Bubbles: What's the matter, Queen Shmallow?
Queen Shmallow: The milkshakes! They're not shaking!
(Cut to two unhappily milkshakes. The white milkshake hits the pink one.)
The Pink Milkshake: No.
Bubbles: This looks like a job for... The train conductor! I know one thing that'll get these milkshakes a-shakin'! (She uses her imagination to turn her head into a radio) A dust-bunny disco!
(The disco music starts, and it really works. All the milkshakes are dancing when they hear the music. Bubbles flies to a depressed milkshake and gets him to dance with her.)
Milkshake: Bubbles!
(Suddenly the milkshake's voice has become a little angry.)
Milkshake: Bubbles? BUBBLES!
Bubbles: Huh?
(The camera cuts to the milkshake, we see it turns into Buttercup.)
Buttercup: Bubbles!
(Cut to the school classroom, we see Bubbles is grabbing Buttercup, turning in circles.)
Buttercup: Dude! What are you doing?! (Bubbles throws her accidentally.)
Blossom: And that's why fire ants are so dangerous! (Buttercup flies into view and she hits the glass frame.) Buttercup! Ahhh!
(The glass frame lost it's balance and hit the floor, makes the fire ants free and they moved to other students.)
Blossom & Buttercup: Ow, ow, ow, ow...
Bubbles: Are you guys okay?
(Ms. Keane sits on a pile of fire ants into view.)
Ms. Keane: To the principal's office now! Ow. ow...
(Bubbles gives an embarrassesd laugh while her sisters look at her angrily.)
(Cut to the principal's office. the girls flow out unhappily because they were punished by the principal.)
Harvey: Your sister has quite the imagination.
Buttercup: (unhappily) Don't encourage her, Harvey.
Harvey: Encourage her? (Harvey transformed himself into HIM)
HIM: That's the kind of imagination one could only dream of having. (He laughs evilly.)
(Cut to the house. it's nighttime.)
Bubbles: (Speaking inside) But... but the milkshakes weren't shaking. So, Queen Shmallow and the bunnies were there, and they wanted to help out with Milkshake Monday.
(We see Buttercup is brushing her teeth while Blossom is brushing her hair.)
Buttercup: (spits the water on Blossom's hair) Chocolate shakes or vanilla shakes?
Bubbles: Uh, strawberry?
Buttercup: (angrily) Are we even sisters? I don't even know anymore. (She swipes more water on Blossom's hair.)
Blossom: Whatever they were, (She brushes the water off her hair.) it got us detention, Bubbles.
Bubbles: (guilty) I'm sorry guys, I just have an overactive imagination.
Buttercup: Overactive? It couldn't be more active if it was a Labrador on a bicycle, chasing squirrels made of bacon! (Strictly) Shut is down, Bubbles! Shut — it — down.
Blossom: It's bedtime. We can be mad at Bubbles and her imagination in the morning. (She claps her hand two times to turn off the light.)
HIM: Sweet dreams, Powerpuff Girls!
(HIM laughs Evilly and turns into what seems to be red glowing smoke particles and flies into the house though the one of the windows)
(Cut to a sleeping Bubbles. Then she wakes up in surprise. Buttercup follows and in surprise too.)
Buttercup; Ugh! W... where are we?
(They are in Bubbles' imagination, just like the classroom version. but this is more positively.)
Blossom: (Wakes up the last) Are we... dreaming?
Buttercup: Let's see if it passes the punch test. (She gives a punch on Blossom's face)
Blossom: Aw! It's supposed to be the pinch test!
Buttercup: Eh, you say pinch, I say punch.
(Cut to the two happy milkshakes. Bubbles fly into view and get between the milkshakes.)
Bubbles: (happily) Guys, we're not in a dream! This is Milkshake Junction! We're in my imagination! (She waves her hand and forms a word "imajinashuln")
[Goof: The word "imajinashuln" is misspelled for "imagination"]
(Suddenly an evil laugh breaks out, makes Bubbles and the milkshakes surprised.)
HIM: And what a wonderful imagination it is. (His upper body comes out from one milkshake. his claw comes from another one.) Mind if I try it out for a bit?
Bubbles: What are you do... (HIM pulls her hat off and makes her become greyscale.)
Bubbles: (Boring tone) Whatevs.
(Seeing this, her sisters fly to her very quickly.)
Blossom & Buttercup: Bubbles!
Blossom: What did you do to her?
HIM: (Putting Bubbles' hat on his head) Oh, I've just stolen all of her imagination. Get ready to have some fun!
(With Bubbles' imagination hat and his evil magic, HIM turns Bubbles' imagination into a dangerous nightmare.)
Bubbles: (Boring tone) Looks like HIM has turned all my friends against us. Oh, I'm so scared.
Buttercup: Don't worry, Bubs! I'll get your imagination back for you, pronto! (She fly to HIM but Queen Shmallow — She is evil now — Blocks her way and bounces her off.) We shall never speak of this.
Evil Queen Shmallow: I, Queen Shmallow, bid you welcome, to your undoing! (Blossom uses her laser eyes which zaps her away.)
Blossom: There's a lot s'more where that came from .
(Suddenly an army of evil rabbits lead by the Red Horse appear behind the girls. Buttercup notices that.)
Buttercup: Good one! (Pointing behind) What's that?
Evil Bagstripes: All right, laddies! Go for the face! (The rabbits cheer) Charge!
(The army of rabbits run down the hill to the girls.)
Buttercup: Uh, run?
Blossom: Run.
(They takes off, But Bubbles still there, didn't move)
Buttercup: (Back to Bubbles) Ugh! Come on, Grumpy! (She grabs Bubbles and she leaves while the army follows.)
(The girls fly pass an open door)
Blossom: The supply closet! (Buttercup throws Bubbles inside and she follows her in. Blossom go in too and she closes the door. then they disappeared. the rabbit army is still running.)
(Cut to a dark place. the girls falls to the ground.)
Buttercup: Ugh, this is the worst. (Crying) Why is everything trying to get us?! (She fly to the grey Bubbles, who is just sitting there, Boringly.) Bubbles, this is your imagination, Think of something!
Bubbles: Okay. I'll try. (Long slience. Bubbles start to figuring out a solution. but 2 seconds later she only produced nothing.) I got nutin'.
Blossom: Then it's up to us, Buttercup. If we want to defeat HIM, we're going to have to out-imagine... Him.
Buttercup: Out-imagine Him? What are we supposed to do? Think up a wise, floating hamburger turtle to give us sagely advice?
Voice: Hey!
(Suddenly a voice sounds from off-screen. a hamburger turtle summoned behind Buttercup. obviously it's a product of Buttercup's imagination.)
The Turtle: Don't give up. Keep imagining and you're sure to defeat HIM.
Buttercup: Nobody asked you.
(Seeing this, Blossom feels very surprised.)
Blossom: (gasping) Buttercup, you did it! You imagined him with your imagination!
(Cut to Buttercup and the turtle, we see Buttercup is eating the turtle's hamburger shell.)
Buttercup: Huh, imagine that.
The Turtle: That's the spirit.
Blossom: Let's get imaginative!
Bubbles: (Boring tone) Whoopee.
(Cut back to the nightmare imagination land. Camera cuts to HIM, who is sitting on a volcano chair, with the Evil Marshmallow Queen and the Red Horse, standing beside him. we see HIM is holding a milkshake in his claw.)
HIM: (Laughs Evilly) I know I told myself I would destroy everything, But even I love a good Milkshake Monday. (He sticking out his tongue licking the Milkshake's straw in his mouth, makes the Milkshake become ill.)
The Milkshake: You don't know what you have... until it's all gone!
(Suddenly a crash sound comes from underground, interrupted HIM from sucking the Milkshake. Cut to a empty ground, a huge glow bursts out from there.)
Blossom: It is I! The Office Valkyrie!
(Close-up of her pen-sword, retractable wings and pie chart shield)
Blossom: With my "pen is mightier then the sword" sword, my retractable protractible wings of order, and my pie chart shield!
(Back to normal view of Blossom)
Blossom: I will bring you to justice in a tidy and organized manner!
(Zoom out with Blossom and Buttercup in view)
Buttercup: Pssh, really? That's all you could come up with?
(Blossom hovers down)
Blossom: Well, what have you got?
Buttercup: Oh, just a little something I like to call...
(A beam comes down on Buttercup, startling Blossom. The beam would disappear and Buttercup is shown in an eagle-like robot)
Buttercup: Laser Eagle!
(The "Laser Eagle" would shoot lasers in all directions)
(Bubbles would fly across the screen)
Bubbles (Emotionless): And I'm Bubbles, the other one. Yaaay....
(Cut back to HIM on his volcano chair)
HIM: Ohh, Goodie!
(Zooming out to the "Laser Eagle")
Buttercup: Hope you bought tickets for the light show, creep!
(Blossom flys into view)
Blossom: Time to serve us justice, tidily!
(They would both fly toward HIM)
HIM (in a sing-songy voice): Oh, candy critters?
(Zoom out to the Evil Marshmallow Queen, The red horse, and the bunny army)
HIM (evil voice): Get them!
(Cut back to the Evil Marshmallow Queen and the bunny army)
(Bagpipes play as Evil Bagstripes is running left in front of Evil Queen Shmallow and the bunny army)
Evil Bagstripess: Goole! Goole! Goole!
(The Evil Marshmallow Queen and the bunny army would charge and shout at Blossom and Buttercup)
(Four bunnies would jump at Blossom as she flys. Blossom slashs them with ease. Blossom stops flying when she reaches Evil Bagstripes)
Blossom as she fights the bunnies: YAAH! HAH! HAH! EH! HAH!
(Blossom stops flying when she reaches the Red Horse)
(Evil Bagstripes would grab bagpipe parts that look like blades out of his bod
Evil Bagstripes: EEEAAAAAAAAAAAAAAAH!
(Red horse spins them)
Blossom: Hmm... HA!
(Blossom throws her pen-sword at Evil Bagstripes, causing air to escape his body)
(Like a balloon, red horse gets thrown off view, flies back on screen in loops only to fly offscreen again, and finally falls on the ground)
Evil Bagstripes: EHHHHH! EH! EH! EH! OOF!
(Bubbles would fly across the screen)
Bubbles (Emotionless): Good job. he was always my least favorite...
Evil Bagstripes (Weakly): Ouch...
(The "Laser Eagle" flies into view then lands)
(Some bunnies from the bunny army jump toward Buttercup from two directions)
Buttercup: Huh?
(The bunnies would cover the Laser Eagle, but she obliterates them)
(Evil Queen Shmallow walks to Buttercup, but Buttercup shoots Evil Queen Shmallow splitting her into two)
Evil Queen Shmallow: That was unnecessary.
(Bubbles would fly across the screen)
Bubbles (Emotionless): Way to go. You sure showed her...
(Buttercup via "Laser Eagle" flies up next to Blossom)
Blossom: Give it up, HIM!
(Zoom out with HIM's head in view)
Blossom: You're the only one left!
HIM (Back to falsetto): Oh no. But you forget. I'm the conductor of the Candy Cane Train!
(HIM laughs eviliy as a beam comes out of the ground and HIM transforms into a train-like form)
HIM: Next stop, (Evil voice) your doom!
(cut back to Blossom and Buttercup still hovering in midair)
Buttercup: That, I kind of like.
Blossom: I'm filing you under "V" for Vanquished!
(Blossom flies toward HIM in his train-like form)
(Blossom would slash HIM multiple times, but nothing happens)
(Zoom-out to a tiny Blossom slashing HIM but causing no damage)
HIM (Back to falsetto): I'm filing you under "P" (evil voice) for "Pathetic"!
(HIM slams Blossom to the ground with his over-sized claw causing blossom's Office Valkryie armor to disappear)
Buttercup: Dang... You're going down, smoke stack!
(The "Laser Eagle" flies up to HIM and some parts transform into laser shooters)
(The new laser parts shoot at HIM, but HIM reflects the attack into a beam)
Buttercup: Uh-oh.
(Buttercup is sent flying back with the Laser Eagle gone)
(Both Blossom and Buttercup gasp as they look up at HIM)
(close-up of HIM)
HIM (back to fallsetto): What a shame... All those funderful ideas, and you still could'nt defeat me.
(Back to Blossom and Buttercup)
Blossom: That wasn't our plan
(Back to HIM)
HIM: (Evil laughs) What? it wasn't?
(Back to Blossom and Buttercup)
Blossom: Nope.
(Back to HIM)
HIM: Really?
(Back to Blossom and Buttercup)
Blossom: Yep.
(Back to HIM)
HIM: Not even a little bit?
(Back to Blossom and Buttercup)
Blossom: Hmm, I guess.
Blossom: But, no, not really.
(Back to HIM)
HIM: So, the whole purpose of this plan was to...?
Bubbles (Emotionless): To distract you.
(We would see Bubble in top of HIM)
(Bubbles takes the hat off of HIM, cause her to fade back to color and turn into a sun-like form, her dream to break free from HIM's control, and HIM to turn back to normal from his train-like form)
HIM: What? (HIM falls) Oof!
(Cut to Blossom and Buttercup)
Blossom: Where's Bubbles?
(Bubbles shines bright)
Both Blossom and Buttercup: Ooh.
(Cut to Bubbles' sun-like form)
Bubbles (normal voice): Hey, guys! I'm the sun now!
Bubbles: Let me show you what real imagination looks like, HIM, with a good ol' fashioned Milkshake Monday!
(She would summon an army of milkshakes)
(Cut to them on the ground)
Milkshake 1: All right, guys let's do it for Joey!
Milkshake 2: Yeah, whatever happened to him?
(cut to a badly injured Joey on a hospital bed hooked to a life support monitor)
Joey (Weakly): Go (coughs) get'em, guys.
(Back to the milkshakes)
Milkshake 2: Yeesh...
Milkshake 1: For Joey!
All Milkshakes: YEAH!!
(They would charge at HIM)
(Cut to HIM)
HIM: Oh, dear... Ooh! (turns into red glowing smoke particles and flies away) Ta-ta!
Milkshake 1: Aw... sorry Joey...
(Back to Joey)
(Joey flat-lines)
(HIM laughs evilly as he flies out of the powerpuff girls' house through on of the windows in his glowing red smoke particle form)
(Fade to shot of the powerpuff girl house in day)
(Shot of all 3 girls wake up and gasp)
Bubbles: W-Was it all a dream?
Buttercup: Only one way to find out (chuckles)
(Blossom hits Buttercup before she could hit Blossom)
Buttercup: Ow!
Blossom: It passes te pinch test.
Buttercup: Very funny...
(close-up of Blossom and Buttercup)
Blossom: Bubbles, we're sorry...
Blossom: There's nothing wrong with having a great imagination.
(Close up of Bubbles)
Bubbles: I shouldn't have gotten carried away with it during class...
(shot of buttercup)
Buttercup: Well, we still have time before school.
Buttercup: You thinking what I'm thinking?
(Shot of Blossom flying into view with a pillow and a back scratcher)
Blossom: The Office Valkyrie is ready for a well-planned adventure!
(Buttercup flies into view with a cardboard head accessory and two slingshots)
Buttercup: And Laser Eagle is ready to blow stuff up... with lasers!
Blossom: What do you say, Bubbles?
(Shot of bubbles on the bed standing on a pillow with a train conductor hat)
Bubbles: I say all aboard! Choo! Choo!
(Blossom and Buttercup fall onto the bed laughing and hugging Bubbles)
(Episode ends)