Powerpuff Girls Wiki
Season 4, Episode 12
Episode name pun on: Paranoia and power
Airdate: December 13, 2002
Director: Lauren Faust
Craig McCracken
Story: David A. Dunnet
Lauren Faust
John McIntyre
Amy Keating Rodgers
Justin K. Thompson
Carey Yost
Writer(s): Justin K. Thompson
See also
"Not So Awesome Blossom"
"Monstra-City (US)"
"Nuthin' Special (Internationally)"

Power-Noia is the twelfth and final episode in Season 4. It aired on December 13, 2002.


After defeating a monster, the girls return home for some well-deserved sleep, but are unaware of the evil that lurks above them as it turns out that Him has used the girls' own fears against them. The girls must face their greatest fears and bring down the monstrous Him.


Another monster is attacking Townsville when the girls fly in to stop it. The monster zaps them and they crash to the ground. In return, the girls drill into the ground and burst open his head. He is gone, and the trio land by the Mayor and Ms. Bellum, who is holding the key to the city. The mayor tells them they sure are brave and offers them the city. The girls return home and brush their teeth. Buttercup starts to brag about how great she was. Bubbles mentions she got worried when she screamed in fear. The two start to argue about if she had been scared. Bubbles agrees, then sees a spider on Buttercup's dress. Buttercup freaks out, then finds it was only a spot. Bubbles laughs and says how she freaked, and Buttercup tells her that she is scared of everything. They start to bicker. Blossom says that it didn't matter if anybody was scared, and they shouldn't be scared as long as they had powers and each other. But Buttercup disregards the comment and starts up the fighting again. Professor comes in and tells them it is bedtime.

The three are in bed, propped up by pillows. Professor tells them to get plenty of rest for their test the next morning. Blossom realizes she had not studied and gets upset. Bubbles tries to assure her by telling her she was the smartest girl in Townsville. But Blossom doesn't relax. Professor tells them good-night, then shuts the door. The nightlight is on until Professor remembers a power shortage and switches it off. It's too dark for Bubbles. She notices a big stuffed creepy clown near her, and whimpers and pulls her covers over her head. HIM notices and casts a nightmare spell for the girls' dreams.

In the dream world, Blossom is walking into the school classroom. Ms. Keane is standing in front of the class, and the class seems hypnotized onto Blossom. She sits down, and all silently stare at her. It is revealed it is report card day, and that their report cards are the single most important factor to consider when judging the value of a person's life. The class talks in unison and emotionless tone. Blossom gets her report card and is shocked to find out that has all F's. When Ms. K shows that to the class, they all chant "a test" for her. Blossom is confused and scared and runs for the door. The class, with red eyes, comes close to her... Blossom, in the bed, whimpers and holds onto Buttercup. Buttercup opens her eyes, sighs, and gets up for water. After drinking, she heads for bed. But a huge spider comes toward her and she screams. More huge spiders appear, prompting her to scream again and run for the door. But instead of the bedroom, it opens into a creepy world of squares and random objects. The spiders are about to get her, so she jumps in. She can't fly, though, so she falls: Right toward a HUGE spider! She screams and lands onto a square. Many big spiders are coming for her now, and she starts to run. Bubbles, back in bed, sits bolt upright gasping in fear. She looks at her sisters who are sleeping like logs; before hearing a jingling sound coming from the chair in the corner next to the bed, a couple of shelves on the wall filled with toys, and the other end of the bedroom where she sees a black figure (resembling the clown doll) ducking into the closet and closing the door. She tries to wake up her sisters, but they don't rise. She looks at the other end of the bed. A cute little clown-dressed teddy bear is standing there, staring at her. She asks what he's doing there, and all of a sudden, he turns red, grins evilly, and laughs evilly. She gasps as all these creepy stuffed animals come out of everywhere and surround her. A long snake comes out and wraps around her. It's hard to breathe, and she tries to rise up her sisters. Blossom asks what was it, and she says everything is trying to eat her. Blossom tells her to tell herself it was not real, and falls asleep, Bubbles tries, but it doesn't work.

Blossom is now in front of the class on a chair wearing a dunce hat. The class is staring at her, chanting "a test" Their eyes are no longer red, and Ms. K holds a deck of cards. Ms. K asked her questions and Blossom answered them wrong. When she got to her 3rd question, the whole wall fell off and she almost fell down. She then notices something odd: everyone in the class turns lobster red, grows claws, their eyes turn bright yellowish green and everyone starts laughing in a falsetto-pitched voice. She comes to the conclusion of who is behind this. So she decided to say the right answer then jumped off the school and searched for Buttercup.

Buttercup was escaping the ugly big spider that wanted to eat her. Blossom flies then Buttercup tells her the bad news. They jump from square to square then lands. Blossom was encouraging her to fight the ugly bug.

A cry for help leads to Bubbles. Meanwhile, in a black void, the evil dolls are getting ready to do bad things to Bubbles when Blossom flies in and rescues her. Then, one of the dolls throws a toy at Bubbles and she falls down. Blossom tries to tell Bubbles it's not real by telling her to look at the familiar looking eyes and claws until the one of the dolls tackles her to the ground. Bubbles is now angry at the dolls and defeats them and rescues Blossom.

The Girls are now on a platform and are wondering when they will wake up and leave the dream world… when HIM appears in a giant monster form. The Girls destroy the form. HIM in his regular form, begs the Girls to stop and says he thought they should be afraid. Blossom and Bubbles explain how they are not afraid as long as they have each other. Buttercup gets annoyed at their moral message (even though she agrees with it) and asks to toss him.

They say she can and Buttercup punches HIM and he falls into the abyss. The Girls lay down and wonder when they will wake up again. Then, they do wake up and the dream is over. They find Professor on their bed who had a nightmare and got scared. The Girls said they would protect him. So once again the day is saved thanks to the Powerpuff Girls.


[Bubbles has rescued Blossom from the evil dolls as they land on a platform]
Bubbles: Shouldn't we be waking up now?
Blossom: Theoretically, yes, but -
[A spider leg lands at their feet as Buttercup finishes squishing the giant spiders]
Buttercup: Ha! Like I said, I ain't afraid of nothing.
[Buttercup tosses another spider leg and joins her sisters]
Buttercup: (to Blossom) You owe me big time, sister. Now, tell me how we get out of here.
Blossom: Well, according to my theory -
HIM: Oh, Blossom, you're always so logical. How droll. (looms over the girls, giggling) Here I am. Sorry, it took me so long. I had to slip into something more sinister. (two tentacles with his head emerge from his sides) You've been such good fun, but you're starting to bore me. And I'm afraid playtime is over. I know your deepest darkest fear. You are afraid. YOU CANNOT DEFEAT ME!
[HIM is now a giant monster with a spider face as an abdomen]
Blossom: Let's teach him a lesson!
Buttercup: Whatever! This guy's toast!
[The girls charge at HIM, who charges the two tentacles at them]
HIM: Two heads are better than one!
[The girls fight HIM until he's his normal self]
HIM: Please! No more! Don't hit me! I don't understand! I was so close! I almost had you! You are supposed to be afraid!
Blossom: Guess you should've done your homework, weirdo.
Bubbles: We're sisters and we love each other!
Blossom: And we're not afraid of anything as long as we have each other.
Buttercup: Give me a break, you two. Yap, yap, yap. Can I toss this guy already?
[Blossom and Bubbles stare angrily at Buttercup, then smile at her]
Blossom: Oh, okay.
[Buttercup turns to HIM with a grin]
HIM: No, wait! It's cool! It's cool! Everything's cool!
[With one punch, Buttercup knocks HIM off the platform and into the abyss]


  • This episode is the third extra from The Powerpuff Girls Movie when it has the Color and Animation movie version.
  • This is the second time the girls fight in the dream world. The first was in "Dream Scheme" and the next one is "Night Mayor"
  • This is the last episode to air in 2002. 
  • This episode aired on a Friday the 13th, which was December 13, 2002. It's unknown if this was actually intentional considering the episode's theme of horror and nightmares.
  • This was the first episode of the Powerpuff Girls to air on Cartoon Network.com.
  • This is said to be one of the scariest episodes of the series (along with Speed Demon, Tough Love, Boogie Frights, and Abracadaver).
  • This episode reveals what the girls are afraid of, and it expands on fears they've shown in past episodes.
    • Blossom- fear of failure.
    • Buttercup- fear of spiders.
    • Bubbles- fear of the unknown.
  • Some of the music heard in this episode is taken from episodes "Speed Demon" and "Tough Love".
  • While the toys were coming out of the girls closet two of them resemble Gumby and a Teletubby, while the clown doll that initially terrifies Bubbles is a likely reference to Poltergeist.
  • The two cops coming out of the Donut Thing look very similar to the cops in "Girls Gone Mild".
  • The couple walking in the street resemble the couple in "Live and Let Dynamo".
  • During the fight with HIM's different heads, the battle uses freeze frames, no outlines, and a slightly different art style, this has a huge resemblance to Samurai Jack. HIM's heads also resemble Aku in the sequences.
  • This was the last episode to have Craig McCracken's input before he left the show to create Foster's Home for Imaginary Friends.
  • This is the second time The Powerpuff Girls brush their teeth, except Bubbles is brushing Octi's teeth. The first time was in Mommy Fearest.
  • This is the second time the Powerpuff Girls had a nightmare, the first one is Cootie Gras and the next one is Night Mayor.
  • MsMojo ranked this as the #5 darkest episode of The Powerpuff Girls.

Production Notes

  • "Keen on Keane", "Not So Awesome Blossom", and this episode are the only episodes to air in 2002 and also be produced that year.
    • In addition to being the final episode to air in 2002, this was also the final episode produced in 2002. The next episode, "Monstra-City", was not only the first episode to air in 2003, but also the first episode produced in 2003.


  • There was a clown doll sitting on the chair next to Bubbles before she went to sleep, but it's gone on the overhead shot of the girls.
  • In the exterior shot of Pokey Oaks Kindergarten, the school's flagpole doesn't have a flag.
  • When Blossom found out about HIM's evil scheme; Bubbles was missing the pink tulle around her waist, and Buttercup was missing the claws on her hands.
  • Within Blossom's nightmare, she said the seven doesn't have a square root because it's a prime number. Now, mathematically, part of her answer is nonsense. A square root can be calculated for any positive quantity; the only issue is whether or not that root will be a rational number. So, Blossom could be referring to a perfect square root.
  • In the second part of Bubbles' nightmare; she's in a black void, but her nightmare started in her bedroom.
    • Also, the advice to Bubbles to tell herself it wasn't real came from the fake Blossom, so how did the real Blossom know about it?
  • When the girls charge at HIM, Bubbles and Buttercup switch sides.