The 35th episode of the series and the 14th episode of the series. The Powerpuff Girls and The Rowdyruff Boys goes to a dream world where their worst nightmares come true!
After of days of hardwork, The Powerpuff Girls and Rowdyruff Boys goes home to go to sleep.
That night, as the Rowdyruff Boys are getting ready to go to sleep, Boomer panics that he lost his Bubbles doll, saying that it helps him go to sleep if he has a bad dreams of evil monsters tortuing him. Brick and Butch look for their brothers' doll. But they can't find it. Butch tells him to just sleep with his old bunny, as he gives Boomer the bunny. Boomer, depressed, lays down on his side of the bed. Then all three of The Rowdyruff Boys goes to sleep.
Midnight, Boomer can't sleep without his Bubbles' doll. Just at movement, he hear a noise. Boomer begins to becomes frighten. Suddenly, their closet door opens quietly. Boomer scared, goes to look what's inside with his bunnyrabbit doll. When he goes inside the closet, the door suddenly closes. Boomer tries to get out but can't. Suddenly a portal comes, and sucks Boomer inside.
1:00 AM at night, Butch wakes up seeing Boomer nowhere to be seen. Butch wakes up Brick, telling Boomer isn't here, only seeing his bunny doll on the ground.
They go to The Powerpuff Girls' house reporting this to them. Bubbles with a worry face, wants to find Boomer. Blossom, however, states that's it too dark to find him , so decide to find him at the morning. So Brick and Butch, with a worry face, says yes, corcern about their brother.
When The Powerpuff Girls go to sleep. Bubbles is worry about Bommer. All of a suddenly, their closet door opens up. Bubbles scared and curious, goes to check it out. Once she goes in there, the door closes, locking her inside their. Before she wonders whats going on, she gets suck into a portal. The next morning, Blossom and Buttercup, find Bubbles missing. They informs this to Brick and Butch. They'll look for Boomer & Bubbles at midnight.
At night, as Brick, Butch, Blossom, and Buttercup are sleeping, they are in a dreamworld, of some sort. Buttercup, Butch, and Blossom are capture by their nightmares, while Brick is in his nightmare, being a chicken, as people laugh at him. Brick returns to his normal form and beats up his worst fear. After that, he finds Boomer being torture by small monsters, his worst nightmare. Brick tries to free him, but the monsters pile on him. Boomer, defeats his worst fears to save his brother. Brick goes to look for Blossom in the meantime, while Boomer tries to find Butch. Boomer soon finds Butch almost being squished by a qiant snail monster. Boomer encouages Butch, by saying "he's not there.Butch he knows" being more tougher and braver, making Butch have the confidence to defeat his worst fears. The two split up to find their love interests.
Brick find Blossom, in a nightmare failing a test and being on punishment, being ripped open. Brick comes to Blossom rescue destroying the machine to cut her open and carries her away. Boomer finds Bubbles being tied up almost being stomped on by a giant optoupus. He saves her at the last secoud. Meanwhile, Butch finds Buttercup, being creeped out by "girly monsters" and Butch comes and knocks them all out. He grabs Buttercup and they leave. All six of them reunite. Then the villian of the source of their nightmares reveals himself to be- HIM!He was using their nightmares against them to toment them. All six of him beat HIM up. After defeating him, HIM, despite his injuries, recover. He then vanishes.
The Powerpuff Girls and The Rowdyruff Boys go back to the real world and goes back home and go to sleep as it is morning.