The Narrator/The Mayor
When Him/Miss Keene is asking Blossom the question about which train will get to Cuba first, his lips don't move.
Apparently, Blossom is afraid of failing and Buttercup is afraid of spiders.
When Blossom whimpers in her sleep, she turns and her hand touches Buttercup's hair, but in the next shot, Blossom's hand touches around her back.
When Buttercup went to get water, after she drank it all, she puts the glass down, but when we cut to the next shot where a bug is seen, the glass disappeared.
As Buttercup tries to escape from the bugs, she's in her pajamas, then it suddenly changed into her normal clothes in the next scene.
Buttercup's arachnophobia opens up several continuity errors. First, in "Insect Inside," we were led to believe that ALL THREE of them were scared of bugs. And in "The Rowdyruff Boys," she said that it was Bubbles who was afraid of bugs. Worst of all, in "Bubblevision," none of them had any trouble fighting a giant ant.
Buttercup: It's a good thing I can FLLLLLLLLLLLLY!!!!!
Bubbles: Uh, h-h-hi, little teddy bear, what are you doing up here?
Blossom: ENOUGH! Next question.
Him/Ms. Keane: Okay, then, what is the square root of 7?
(Him and the children laughed)
Blossom: 7 doesn't even have a square root.
Him/Ms. Keane: Um, that is correct.
Blossom: I've outsmarted you, haven't I?
Blossom: Wait a minute, this isn't real. That laugh, those claws, his face.
Blossom: Buttercup, it's okay to be afraid, we just have to fight our fears.
Buttercup: I can't.
Blossom: You can't fight a little bug?!
Buttercup: Little?! Those things are huge!
Blossom: What's the matter? You're scared?!
Buttercup: I'm not scared!
Blossom: I bet you are.
Buttercup: I'm not.
Him: I was so close. I almost had you. You were supposed to be afraid.
Blossom: Guess you should have 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 toast this guy already?
Ms. Keane: And can anyone tell me why report card day is so special?
Students: (Hypnotically) Yes, Ms. Keane.
Ms. Keane: Why?
Students: Because report cards are the single most important determining factor to consider when judging the worth of an individual's life.
Professor Utonium: You've got to get lots of rest if you're going to pass that test tomorrow.
Blossom: Oh, no! The test! I forgot to study!
Professor Utonium: Oh, well, I'm sure it's just a review.
Blossom: No! I haven't reviewed anything! I've been saving lives all day!
Mayor: Yeah! Oh, man, you Girls sure are brave! Here, have the city! (Gives them the key)
Him: (Laughs) What's this I hear? Tortured by the things you fear? Nighty-night, Girls. Pleasant dreams! Pleasant screams! (Laughs)
First and only episode written by Justin Thompson.
This also holds true for the episode, "Speed Demon," the only time when Him is truly unstoppable as he fed off the dispair of the doomed citzens of Townsville. With so much hate toward the Girls not protecting them and fueling Him, no form of physical attack could bring Him down.
Given this episode, and previous episodes with Him, a logical theory on how Him's powers work can be made. It's a modus operandi that many demons in literature have used.
See, in order to truly dominate a victim, Him must create a situation of some sort, which plays on some sort of negative emotion or trait, which the victim currently possesses. So long as the victim retains the emotion or trait, Him is unstoppable. However, if the victim can overcome it and shed the negativity, Him becomes helpless, and is easily defeated.
In this case, Him used fear. He created nightmares that played on the Girls' most intimate terrors. But when they overcame their fear, he lost power. Transforming into that monster was only an attempt to regain control and cause more fear; his monster form had no more power than he previously had. It didn't work, and the Girls soundly shellaced him.
Compare his plot in "All Chalked Up." In this case, Him used Bubbles' anger, the anger she had at Buttercup over her destroying her chalk. So, as long as Bubbles retained her anger, the chalk monsters were indestructable. But once Bubbles overcame the anger, and started expressing it in a positive way, Him became helpless, and could only flee.
Him is capable of an outright attack (like in "Meet the Beat Alls"), but if he does that, he isn't unstoppable, and can be fought mano-a-mano.
The name of this episode is a play on the word "paranoia".
Clown Doll: Poltergiest
The scene in Bubbles' dream involving the clown doll running into the closet is taken from the movie Poltergiest, about a family who moved into a house built over a graveyard. The ghosts started terrorizing the family by possessing objects, such as a clown doll the youngest daughter owned who scared her brother.
This episode seems to have been inspired by the movie franchise, A Nightmare on Elm Street.
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