Описание сериии:
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 the bed, gasps and sits up. She sees nothing and lays back down. That clown is really creepy. She turns around and sees shelves of staring, creepy eyed animals laughing in a falsetto pitched voice. She tries to wake up her sisters, but they don't rise. She looks down their bed. A little-stuffed bear is standing there, staring. 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. Its 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" with red eyes, and Ms. K holds a deck of cards. While she is sitting there, she notices that she could leave anyway. Blossom was running towards the door and the door falls off. Ms. K asked her questions and Blossom answered them wrong. When she got to her 4th 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 talks to her and says that she can't fight a little bug. 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, 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 Blossom 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 dolls cover her up. 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. The day is saved, thanks to the Powerpuff Girls!
