The Professor gets a call from his old friend, Dick Hardley, who tells him that he's coming for a visit. The Professor thinks of the times that he and Dick had together at the University they attended (where Dick secretly cheated on his work and slacked off when he wasn't looking. Dick soon arrives, and gets a tour of the household. Just when Dick gets a first glance at the girls and discusses a way to make money off of them, the Professor gets suspicious and asks Dick to leave.

Now feeling betrayed, Dick thinks of a way to get revenge and get rich on his own. Later that day, the girls are about to come home from school when Dick's car pulled up in the drive way, and he offers them a ride home. While riding, he thinks that not having more Powerpuff Girls wouldn't save the world, and asks the girls what they are made of. The girls quickly answer: "Sugar, spice, and everything nice, and an accidental dose of Chemical X." Now at the household, he asks them for a flask of Chemical X, and they zip to the Professor's lab and back, giving him the flask. Now eager, he rushes into an abandoned factory, which he now owns, and uses the ingredients the girls told him earlier to make his own creation—The Powerpuff Girls with Chemical X-treme (which are actually knock-offs of the originals).

The next day, he shows off his creations to the New York city public. Sometime later, the creations rush a giant alligator monster (who bares a striking resemblance to Wally Gator) to safety while on its way to work. This footage is publicly broadcast, and the Utonium family is watching. The Professor acts a little suspicious at the real girls, thinking that they went to New York, and asks them when they went. The girls lie to him, saying that they went earlier today. In bed, they feel really bad about lying to him, but think it will all turn out good. During the following days, Dick's factory started expanding, and he was making more knock-off girls all over the world: Japan, France, India, Germany, everywhere. However, there were some knock-offs that he rejected, and they stayed at his factory for repairs. Some of the rejects are so disfigured, they end up as horrible, strange looking mutants. The Professor is starting to act more and more suspicious.

The girls' trust in Dick quickly fade when they see an infomercial that starred him, advertising "The Powerpuff Girls with Chemical Xtreme." Now knowing that Dick lied to them, the girls fly, Timon and Pumbaa runs to his factory, confront him, and ask for the Chemical X they gave him, back. But rather than give it back to them, he psychotically swallows it whole (flask and all), and the effects of the Chemical X he swallowed turns him into a radioactive monster. The girls and Timon and Pumbaa fight him, but they are no match for him, and he knocks them unconscious. Meanwhile, the Professor, whose suspicions lead him to thinking Dick was behind all of this, drives all the way to the factory. Noticing the fight inside, he rushes inside, but arrives too late, as Dick has quickly extracted all of the girls' Chemical X out of them, using a machine he invented. He begs Dick to stop, as he is destroying them, but Dick asks all the rejects to take him away. While they do so, the Professor, anguished, expresses his strong and deep fatherly love towards the real girls.

This sparks the reject girls' minds into knowing that Dick never gave them love, and the rejects turn against him, cling themselves to him, and sacrifice themselves to seemingly destroy him in an explosion. However, a few of the rejects that survive release the girls, now passed out and completely drained of their Chemical X, and they ask the Professor to take the girls and get out before it's too late. He does so, leaving Dick behind, and, now far away from As the Professor cries over the loss of the girls, the floating hearts at the end of each episode appears in the background as his love swiftly revives them. Added by Rosiesievers20 the exploding factory, is grief-stricken over the loss of the girls. However, his love quickly revives them, and the Professor, now happy, tells the girls, "Old Dick may have gotten the formula right, but the one ingredient he forgot; was LOVE." As the girls and the Professor leave, Dick Hardly screams one last time before the factory is completely destroyed and the narrarator says "Guess like the love you take is equal to the love you make."

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