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Episode Episode Title Plot
1 The Gathering. Stop the Vengeful Toy, Mr. Friend!

(集会。復讐おもちゃ、ミスターフレンドを停止!, Shūkai. Fukushū Omocha, Misutā Furendo o teishi!)

Prologue: Long ago in a galaxy far away, a brave knight had the ability to control all the elements, and served the Order. One day, he learned that the Chancellor was leading the enemy and valiantly fought the traitor. But he lost the battle. Yet, through a mysterious miracle, he was kept alive, but had to hide in secrecy. He changed his species into one he created, becoming the first of his kind, but, in doing so, was forced to give up all but one of his elemental powers and flung them into another galaxy. The powers rested on the planet Earth, and lay dormant for thousands of years. So, our story begins...

The episode begins thousands of years later, in the City of Townsville, where, after receiving a call from the Mayor, the Powerpuff Girls (Blossom, Bubbles, and Buttercup Utonium) teach their bully counterparts, The Rowdyruff Boys (Brick, Boomer, and Butch), a very painful lesson. However, the fight is interrupted by a holographic video message delivered by Dr. Cagliostro. He wanted the girls and the boys to travel to his laboratory in Boston, Massachusetts, for a very important mission.

Around the same time, he sends his mutant animal team, the X-Mammals (Armadillamingkat Berkowitz, Meersnakeskin Dukes, and Warratduck Smith) to the African Serengeti and to California to recruit two meerkats (Timon, Armadillamingkat's father, Tatiana, Meersnakeskin's mother), a warthog (Pumbaa, Warratduck's father), and a group of pre-teen children (Tommy Pickles, his brother Dil, his cousin Angelica, and his friends Chuckie and Kimi Finster) to come to Boston as well.

While the gathering occurs, a strange alien space pod descends on Earth. Out of the pod comes a white-clad reptilian extraterrestrial, who happens to be of royal blood. Unfortunately for him, he crashlands atop of Dr. Cagliostro's laboratory.

During the lecture, the Doc informs the group of a robot that has the ability to change anyone and anything into toys with his ray gun. Of the Californian pre-teens, Tommy and Angelica recognize him as Mr. Friend, a toy they had trouble with ten years earlier.

They all go off to face this vengeful toy, not knowing that within a few of them, special powers deep inside them are about to awaken. Unknown to any of them, the alien follows.

2 The Flame Awakens! The Birth of a New Leader.

(炎が目覚める!新しい指導者の誕生。, Honō ga Mezameru! Atarashī Shidō-sha no Tanjō.)

The group finally reach Mr. Friend, and try to stop him. However, he transforms into his vengeance mode and starts blasting at the group, but they all dodge his blasts. The Powerpuff Girls and the Rowdyruff Boys all lay kicks and punches at him, and he tries to dodge them. Pumbaa lets one rip, and Mr. Friend coughs without trying to blow up. Angelica tries to talk some sense to Mr. Friend, that vengeance isn't the answer, but Mr. Friend refuses to listen, blasting her with his gun and turning her into a doll; two of her dolls drop from her backpack.

The X-Mammals, the Powerpuff Girls, and the Rowdyruff Boys retaliate by trying to give Mr. Friend what for, but he turns them into dolls as well, save for Bubbles. Just when it looks like it's the end, the alien descends in front of her, saying that he'll deal with the toy. Mr. Friend asks who he is. The alien introduces himself as Frieza Cold, an Icejin prince. He received word from his father, King Korudo Cold, that the planet Earth is in danger of its populants being turned into dolls. And he must deal with Mr. Friend. The battle begins, but Mr. Friend later has the upper hand. Just when he's preparing his toy gun, Frieza begins to glow red, and a voice rings out, saying that the flame has awakened. Frieza shoots some fireballs from his hands at Mr. Friend, whose batteries come out of his compartment later on.

Frieza grabs Mr. Friend's toy gun, changes the setting to reverse, and returns Angelica, the Mammals, Blossom, Buttercup and the Boys to normal. However, they're not the only ones; the two dolls that fell out of Angelica's backpack also come to life as well. They introduce themselves as Yoyo and Dr. Croc ("Doc Croc" for short). Crocky thanks Frieza for bringing them to life. The inside of Crocky's bag begins to glow, and a book comes out of it. Crocky reads the book and says that the powers of Fire, Water, Earth and Wind have awakened inside Frieza, Tatiana, Timon and Pumbaa, respectively. After Angelica asks what that means, a giant, purple, Spanglish-speaking, furry minotaur with wide-set eyes, really big fangs, and wearing luchador pants arrives, ecstatic that Frieza saved his favorite superheroines, "Las Chicas Superpoderosas", from becoming toys. Frieza and Bubbles then ask the minotaur who he is...

3 An Icy Newcomer. The Timid, Yet Brave, Imaginary Friend.

(氷の新人。臆病、まだ勇敢な、架空の友人。, Kōri no Shinjin. Okubyō, Mada Yūkanna, Kakū no Yūjin.)

4 A Duelist of Heart. The Boy who Solved the Millennium Puzzle.

(心のデュエリスト。千年パズルを解決し ました少年。, Kokoro no Dyuerisuto. Sen'nen Pazuru o Kaiketsu Shimashita Shōnen.)

5 The Cursed Spell Card! The Seal of Orichalcos!

(呪われた魔法カード!オレイカルコスの結界! , Norowareta Mahō Kādo! Oreikarukosu no Kekkai!)

6 The Power of Light Awakens. Unlock the Seal!

(光の力が目覚める。結界を破る!, Hikari no Chikara ga Mezameru. Kekkai o Yaburu!)

7 Brothers. The Wrath of Radditz and Kakarot!

(兄弟。ラディッツとカカロットの怒り!, Kyōdai. Radittsu to Kakorotto no Ikari!)

8 Counterattack! Dark Magician!!

(反撃!ブラックマジシャン!, Hangeki! Burakku Majishyan!)

9 The History of Atlantis. Timaeus, Awaken!

(アトランティスの歴史。ティマイオス、目覚める!, Atorantisu no Rekishi. Timaiosu, Mezameru!)

10 Resurrection! Powerpuff Girl Bunny.

(復活!パワーパフガールバニー。, Fukkatsu! Pawāpafu Gāru Banī.)

Inside his forest bungalo, Frieza, under the human guise of Fred Olizac, is watching TV. News reports of supernatural phenomena around the world are being broadcast. During the commercials, Frieza wonders that what is happening in Townsville is also happening worldwide. However, now that he has the Eye of Timaeus card, he can stop this phenomena, end the Orichalcos threat and save the world. But one dragon is not enough, as the other two are still frozen in time.

Meanwhile, the Powerpuff Girls are busy fighting off another monster. With the monster taken care of, the girls fly back home. Unknown to the three of them, a light shines behind them, and a brown ponytailed girl wearing a violet dress with a black stripe materializes. She follows the three to their home, unaware of her existence.
Elsewhere, Timon, Pumbaa and Tatiana, disguised as humans, are applying for school at Townsville Community College. However, a yellow-haired meerkat named Monti, who looks exactly like Timon, confronts the three, wanting revenge. He sets his sights on Timon and challenges him to a duel using The Seal of Orichalcos. Trapped within the seal, Timon has no choice but to duel him.
Back at the Utonium residence, the violet-dressed girl catches up to the girls, and greets them by name. Blossom wonders why she knows their names. The girl introduces herself as Bunny, the sister they lost a year ago. The girls are surprised to see that Bunny has been resurrected, and that she now looks like a normal Powerpuff Girl, thanks to Dr. Cagliostro. Bubbles explains that she talked to the Doc after the battle with Mr. Friend, and requested to bring Bunny back. Blossom and Buttercup are glad that there are now four Powerpuff Girls on their team again.
The episode ends with Frieza getting a surprise visit from Yugi with a DVD from Pegasus, the girls giving each other a group hug, and Timon still trapped in the seal with Monti.

11 Polar Opposite Meerkat Duel! Timon vs. Monti.

(正反対ミーアキャットデュエル!ティモンVSモンティ。, Seihantai Mīakyatto Dyueru! Timon tai Monti.)

12 The Second Dragon, Critias!

(第二龍、クリティウス!, Dai ni Ryu, Kuritiusu!)

13 An Unexpected Enemy. Joey Wheeler?

(予期せぬ敵。城之内克也?, Tokisenu Teki. Jōnouchi Katsuya?)

14 Dueling Friendship! Yugi vs. Joey

(決闘友情!遊戯VS城之内, Kettō Yūjō! Yūgi tai Jōnouchi)

15 The Final Dragon! Enter Hermos!!

(最後の龍!ヘルモス登場!!, ‘‘Saigo no Ryū! Herumosu Tōjō!!)

16 Rivals! The Imaginary Friend and the Panther Samurai.

(競争相手!架空の友人と豹侍。, Kyōsōaite! Kakū no Yūjin to Hyō Samurai.)

17 Nearly United! The Journey to a Faraway Galaxy Begins.

(ほぼ団結!遠方の銀河への旅が始まります。, Hobo Danketsu! Enpō no Ginga E no Tabi ga Hajimarimasu.)

18 The Hero of Darkness is Found! The Icejin God and the Jedi Knight.

(闇の英雄が見つかります!アイス人神とジェダイ騎士。, Yami no Eiyū ga Mitsukarimasu! Aisujin Kami to Jedai Kishi.)

19 The Settlement Duel! Frieza, Timon and Yugi vs. Dartz.

(決済デュエル!!フリーザ、ティモンと遊戯VSダーツ。, Kessai Dyueru! Furīza, Timon to Yūgi tai Dātsu.)

20 Deuteros! The Tragedy of Atlantis.

(デウテロス!アトランティスの悲劇。, Deuterosu! Atorantisu no Higeki.)

21 Tritos! The Twin Centaur.

(トリトス!双子のケンタウロス。, Toritosu! Futago no Kentaurosu.)

22 Tetartos! The Power of Shunoros!!

(テタルトス!シュノロスの主税!!, Tetarutosu! Shyunorosu no Chikara!!)

23 Pemptos! Frieza Stands Alone.

(ペントス!フリーザは一人で立っている。, Pentosu! Furīza wa Hitori de Tatte iru.)

24 Hope! Legend of Heart.

(希望!レジェンド・オブ・ハート。, Kibō! Rejendo obu Hāto.)

25 Showdown! The Great Leviathan!!

(対決!偉大リヴァイアサン!!, Taiketsu! Idai Rivaiasan!!)

26 Atlantis is Sinking! The Curse is Broken.

(アトランティスは沈んでいる!呪いが壊れています。, Atorantisu wa Shizunde iru. Noroi ga Kowarete imasu.)

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