Powerpuff Girls Wiki
Members Only
Season 4, Episode 5
Episode name pun on: The phrase "Members Only".
Major Glory Puts Down the Girls.png
Airdate: July 20, 2001 (Australia)
October 12, 2001 (Brazil & Canada)
December 16, 2001 (UK)
February 8, 2002 (Mexico)
June 15, 2002 (US, Kids' WB!)
July 26, 2002 (US, Cartoon Network)[1]
Director: Randy Myers
Craig McCracken
Story: Paul Rudish
Writer(s): Amy Keating Rodgers
Paul Rudish
See also
"Him Diddle Riddle"
"Knock It Off"

"Members Only" is the fifth episode of the fourth season of The Powerpuff Girls.

Blossom, Bubbles, and Buttercup, as they appear in this episode.


The Powerpuff Girls go to Mount Neverest in order to audition to join the Association of World Super Men (AWSM), an exclusive all-male organization of international superheroes. But is there less to this association than it appears?


The Powerpuff Girls rush home to watch the live coverage of the Association of World Super Men Super Summit 2000. Heroes attending the summit are such legends as England's Big Ben, Jamaica's Ya-Mon, Africa's Mandingo, Australia's Down Unda Mate, Japan's E-Male, China's Mushu Gai Man, Mexico's Mucho Muchacho, Asgard's Valhallen, and America's Major Glory, the founder/head of the AWSM. Being starstruck at seeing their favorite superheroes, Bubbles wishes one day to be good enough to join the AWSM. Professor Utonium, however, points out to his daughters that they've saved the world multiple times and have defeated a number of different villains, even humbling HIM.

The girls then ask to go to AWSM's Rotunda of Seclusion and audition to join their ranks, to which he agrees. They rush to the Association and introduce themselves. However, Major Glory isn't convinced, and says they have to go through a series of tests in order to join AWSM, to which the girls are only too happy to accept.

1.Test of Strength: Buttercup's tested against Big Ben, the strongest of the AWSM. Big Ben starts by lifting a large car, to which Buttercup responds by lifting a school bus. Big Ben retaliates by lifting an elephant, but Buttercup one ups him by lifting a blue whale. Big Ben tries to win by lifting a castle, but Buttercup, not to be outdone, retaliates by lifting a skyscraper! Big Ben, now fully fed up, goes as far as to lift the entirety of Mount Neverest's mountaintop! The AWSM cheers, but then Buttercup beats Big Ben easily by lifting both him and the mountaintop! Big Ben's then subsequently squashed by the mountaintop, and upon reentry in the Rotunda, he's ridiculed by Down Unda Mate, Ya-Mon and Valhallen (in that order)

2. Test of Speed: Bubbles is tested against E-Male, the fastest of the AWSM. They had to run around the globe in a foot race. At first, it seemed like E-Male was winning, but Bubbles ends up blowing past him with her super speed, even beating E-Male's own record of seven seconds around the globe. Like Big Ben, E-Male's ridiculed upon reentry in the Rotuna by Down Unda Mate, Ya-Mon, and Vallhallen (also in that same order)

3. Test of Heroism in the Field: Specifically to destroy a swarm of meteorites before they smashed into the earth. Blossom was the last one to be tested, and Major Glory supervised the test personally. Blossom originally had trouble with stopping the meteorites, but upon seeing the largest one, she gets an idea. Using her ice breath, she freezes the meteorite, and smashes it in the perfect place to cause the shards to destroy the other meteors, and in a surprised stupor, Major Glory's struck by the remaining ice shard. Of course, just like Big Ben and E-Male, Major Glory's ridiculed upon reentry in the Rotunda, by Vallhallen, Ya-Mon and Down Unda Mate respectively.

The girls await the grades they got on their tests, which were exemplary across the board, but then Valhallen speaks up in protest against letting women join them and the other members agree with him. Major Glory's only too happy to deny the girls membership after this. Upon being asked why, Major Glory admits that he was never going to let them join just because they're girls and that he was just trying to set them up to fail during their tests which he tries to justify with a sexist speech. But after asking what the girls' family is like, the girls explain that they don't actually have a mom and that their dad, Professor Utonium, does the job both men and women traditionally do---with the exception of mowing the lawn and washing the car, which Bubbles does. The girls are saddened about being denied their dream of joining the AWSM. But after they leave, a space hotrod flies down through the Rotunda, and transforms into a large, muscular mechanized alien being known as Mascumax, who promptly challenges the AWSM to a battle.

At home, the girls are told by the Professor that their humiliation was televised live, as well as the beating that Mascumax is currently giving the AWSM. At first, the girls don't want to save them after being denied in joining the AWSM, but a pep talk from the Professor, basically on how just because the AWSM-members were mean to them doesn't give them the right to abuse them when they're helpless, has them flying back to the Rotunda to (somewhat reluctantly) save the sexist superheroes. Mascumax seemed to be victorious, but when the Powerpuff Girls arrived, they beat Mascumax and finished him off with the Furious Flaming Feline, sending Mascumax crying home to his mommy (LITERALLY!).

The AWSM members are extremely grateful to the sisters for saving their lives from Mascumax, and (rather sheepishly) ask if they can join their superhero club. At first, Blossom and Bubbles deny them, but Buttercup gets an idea and indicates it to her sisters by saying the exact same thing the professor told them before, "Now girls, just because they were mean and insensitive, that doesn't mean we shouldn't turn the other cheek."

At the end, with the standard hearts ending from the series, we zoom out and see the AWSM dressed in Powerpuff-style dresses as part of the newly formed Society of Associated Puffketeers!


Major Roles

Minor Roles


Blossom: Major Glory is the most American American of all time!
Bubbles: Mucho Muchacho es muy guapo!
Buttercup: And Mandingo's the bomb!

Major Glory: (baby talk, leaning down to her) Aww... baby Powerpuff no-no goo-goo noof? (‘normal’ voice, back at podium) Look, kids, you’re missing the point. This is the Association of World Super Men! You’re little girls. We are the men! The protectors, the hunters, the fighters, and the show-offs— (pounding podium) — and the noisemakers! You are little girls. You should be at home with your mommy, learning how to cook and clean, and... blah-blah-blah-blah-blah, whatever women stuff. (On this last sentence, the camera cuts to the girls, putting him o.c.—he points down at them—then back to him.) So leave the super-heroics to the super...MEN!
Blossom: Why?
Major Glory: (groans loudly and slaps a hand to his face, then takes a few deep breaths before composing himself) Look. There are certain roles for men and certain roles for women, right? Now let’s take your family, for example. Who goes to work and brings home the paycheck?
Girls: Our dad.
Major Glory: Right! Who pays the rent and puts the bread on the table?
Girls: Our dad.
Major Glory: Bingo! And who cooks the meals?
Girls: Our dad.
Major Glory: (now a bit irritated) Who does the laundry?
Girls: Dad.
Major Glory: Who washes the dishes?
Girls: Dad.
Big Ben: Who scrubs the loo?
Girls: Dad.
Yah Mon: Who bakes the cakes?
Girls: Dad.
Major Glory: Then who mows the lawn and washes the car?
Blossom: (along with Buttercup) Bubbles.
Major Glory: So what does your mother do?
Girls: We don’t have a mother. (Major Glory throws a quizzical glance over his shoulder at a few of the other heroes, then turns back to the girls)

[Bubbles is racing E-Male around the world in the test of speed]
Bubbles: Um, excuse me. Am I just supposed to keep up with you or is someone supposed to win?
E-Male: Oh, one of us should definitely win.
Bubbles: Okay. (she speeds ahead)

Bubbles: (shakes Blossom"s arm) Blossom, Blossom, Blossom, Blossom, Blossom, Blossom.
Buttercup: (congratulates her) Yay, Baby.

Narrator: Oh, no! The Girls' dreams have been shattered. Their idols knocked them from their pedestals. What a bummer. But what's this? Some space-airing muscle rod is heading straight to the Rotunda of Seclusion.
Mascumax: Men of Earth! Witness the coming of... MASCUMAX! Breaker of men! Taker of worlds! Be there any true men amongst thee? Step forth and bring thy manhood against mine own, so that we might see who has the upper hand upon the measuring stick!
Major Glory: Finally, a true test of our manhood. Heroes, ho!

Professor: Girls! Thank goodness you’re home.
Blossom: It was terrible. They all laughed at us.
Professor: There, there. I know all about it. I saw the whole thing—live. Those jerks are plain awful. I’d be giving them a piece of my mind right now — if they weren’t already being savagely beaten by some thug from outer space!
Shaquille: (on the news on television) This is the scene around the globe. Members of the AWSM being hunted down like sick dogs.
[After seeing the AWSM being beaten up by Mascumax on television]
Buttercup: Serves ’em right.
Professor: Now, Buttercup. I know they weren’t very heroic when they picked on you, but real superheroes don’t let what others say keep them from being really super.


  • This episode premiered in some countries before the United States.[2]
    • This episode premiered in Australia on July 20, 2001.
    • This episode premiered in Brazil and Canada on October 12, 2001.
    • This episode premiered in the United Kingdom on December 16, 2001.
    • This episode premiered in Mexico on February 8, 2002.
  • Despite being produced by Cartoon Network Studios instead of Hanna-Barbera, it shows the latter's logo at the end.
  • Professor Utonium breaks the fourth wall when he says don't know how many times I've heard "Once again the day is saved, thanks to the Powerpuff Girls!", which is a reference to the show's frequent ending catchphrase.
  • The Professor telling how many times the girls saved the world makes reference to the following episodes:
  • "AWSM" is an abbreviation (and a possible pun) for the word "awesome."
  • The only members of the AWSM who had lines are Major Glory, Valhallen, Ya-Mon, E-Male, Big Ben, and Down Under Mate.
  • Mascumax's name is a portmanteau out of the words, "Masculine" and "Max".
  • Mount Neverest is an obvious pun on Earth's biggest mountain, Mount Everest.
  • Space Ghost and Birdman made cameo appearances alongside Tiki Torch, Comrade Red, Rasslor, and a superhero that resembles a taller version of Ratman.
  • Spore makes his second appearance (his first appearance is "Super Zeroes").
  • Some of the AWSM members are made up of characters from Dexter's Laboratory.
  • The reason AWSM became sheepish when asking the sisters about joining them, was probably because they felt guilty about the way they treated the girls when they tried joining their team.
  • This episode confirms that The Powerpuff Girls and Dexter's Laboratory exist in the same universe.
  • This episode was the penultimate episode to be produced using traditional hand-colored cel animation.
  • When this episode first premiered in the United States on June 15, 2002, it premiered on Kids' WB! instead of the normal Cartoon Network.
    • It later properly aired on Cartoon Network on July 26, 2002.
  • This episode has a similar plot to the Pinky and the Brain episode "T.H.E.Y." and the SpongeBob SquarePants episode "I'm Your Biggest Fanatic".
    • Also, the 2013 movie Monsters University has been noted by fans for having a plot which is similar to this episode.
      • Some parts of the Pokémon episode " The Ultimate Test" and the test part of the Kirby: Right Back at Ya! episode "The Kirby Quiz" also look very similar to this episode.
  • This episode was the last to credit Bubbles' voice actor as Tara Charendoff.
    • Starting with the next episode, she is credited as Tara Strong due to her marriage with Craig Strong in 2000.
  • This is the second time the girls use their flaming cat attack, Furious Flaming Feline, the first time being in "Catastrophe".
  • Some of the supermen's names are references or puns.
    • E-Male is a pun on email.
    • Big Ben is a reference to the Big Ben Clock Tower in London.
    • Valhallen is a reference to Valhalla, which is a sort of heaven in Norse mythology.
  • Buttercup's line to Major Glory (embarrassing the latter) "You got your underpants on the outside" is a reference to most superhero costumes exposing their underwear, particularly Superman and Batman.
  • According to Blossom and Buttercup, Bubbles mows the lawn and washes the car instead of the Professor. Ironically, the Professor is the one who does both things on the reboot.
  • This episode shared the same title from The Looney Tunes Show episode.
  • The moral of this episode is the same as that of "Equal Fights", that men and women shall be treated equally.
  • This episode reunites Tom Kenny and Clancy Brown who were currently casting from SpongeBob SquarePants as SpongeBob and Mr. Krabs, respectively.
  • Krunk, one of the characters from Dexter's Laboratory, did not appear in this episode.
  • Innuendo: Mascumax discussing manhood.
  • Moral: Just because someone wrongs you, doesn't mean you should wrong them back. (Two wrongs don't make a right)


  • When this episode first aired on Kids' WB, the episode incorrectly had a 2000 copyright date at the end. Later reruns corrected this to 2001.

Production Notes

  • Although this episode premiered in the United States in 2002, it was actually produced in 2001 according to the credits.
    • This episode was finished in May of 2001.[3]