[Cartman's room, day. Cartman and Kyle stand inside watchng Stan,
who is peeking out the door, waiting for someone]
Okay, here he comes.
Who wants to tell him?
I'll do it.
Hehey, fellas. I'm glad you called
me. There was a pie-eating contest down
at the firehouse, and I thought we should
Butters, could you take a seat, please?
Wuh well, sure.
Butters, we have to have a very difficult
Wull what is it?
Well, in the, in the months since our
friend Kenny died, you've really stepped
up as a friend and "filled the gap."
Well uh, it's my pleasure! I love bein'
you guys' new friend.
Yes. Well, Butters, it's just not working
Nnnot working out?
I'm afraid we're gonna have to let you
go, as our friend. You're just tooo...
Well, but ah I can get better.
Butters, you just don't really fit in
with us here. We think it's best for
all of us if you for friendship opportunites
But we certainly want to thank you for
all your hard work and attempts at being
our friend, lame as they were.
Huh but ah I thought we were gettin'
along... great. Heh ah I thought we
were really havin' fun together.
Yes, well, we weren't.
Please, fellas, uh don't fire me.
We're sorry Butters. Our mind is made
But we certainly wanna thank you for
coming by. You know the way out, right?
Hm, I think he took that pretty well,
All right, so let's get started on who's
gonna be the new person to take Kenny's
[Butters' house, night. A thunderstorm hovers over the neighborhood.
Inside Butters' room a hamster set is seen, and beyond, Butters
standing on his bed, looking out his window. He has an angry
expression on his face]
The world isn't fair. I do everything
people ask me to. I stand in the lunch
line for them, I buy tampons at the
store for them, I go on Maury Povich
with balls on my chin for them. And
yet, nobody accepts me. I am an outcast.
A shadow of a man who can find no companion...
ship. No love from others. Fine! If
I am to be an outcast, so be it! I'm
through doin' what others tell me to
do, and I am sick of this world and
the stin-, and the stinky people in
it! From now on I will dedicate my
life to bringing chaos to the world
that has rejected me! I will become
the greatest supervillain the world
has ever seen! Where I go, destruction
[Butters goes about making a suit for himself. He begins with
a sheet of aluminum foil and shapes it around a styrofoam head
to make a helmet. He pulls out a shirt from the closet and makes
it a cape using a sewing machine. Pretty soon, he's finished
- he's dressed as something of a knight]
Prepare, O little town! Uh prepare for
the greatest supervillain you've ever
seen! Professor Chaos!
Butters, time for bed.
Hu-uh, okay Mom. Yes. Uh sleet sleep
for now. Tomorrow, the chaos begins.
[South Park, morning. A small stage is shown in Cartman'ss backyard,
with a camera off to the side. Kyle, Stan, and Cartman walk up
on stage and look out over the backyard]
All right, we wanna thank everybody
for coming. This is a great turnout.
Uh, as you know, our friend Kenny died
a few months ago and we are still looking
to fill the void with a new friend.
Now, you've all been selected as possible
candidates, but unfortunately, there
is only room for one of you. So Stan
and Kyle and I will be spending the
next few days going out with each one
of you and narrowing our choices down.
Until we think we've found the perfect
friend. Are there any questions?
...What if we don't want to be your
Clyde... ... okay. Now, the first thing
we have to do is cut the list down from
twenty choices to ten. And so today
we will all be going to the amusement
park together to see who we want to
cut. Please keep in mind that this will
all be videotaped, so put on your best
friend faces, and may the best friend
win. Oh, and we will be needing a ten
dollar per person entrance fee.
[South Park, later. The camera looks at the end of Main Street,
and Butters comes over a bump on the street. He heads towards
the camera right in the middle of the street as the adults around
him talk or window-shop. He walks on, and a Bennigan's appears
to his left. He turns to look at it, then runs through the front
doors. He stops just inside. The diners go about eating and chatting.
A waitress serves a table]
Order twenty-three is up, and uh, order
twenty-four is up.
[Butters sees the dishes and walks up to them. He stares at them
for a few seconds, then switches them, grinning evilly. He then
drops down quickly as a waitress comes for the dishes. She delivers
them to the two diners who ordered them]
Uh, waitress, a-a-actually, I ordered
the chicken soup. This is minnestrone.
Yeah, I had the minnestrone over here.
I am Professor Chaos, and now, this
puny world uhwill bow down to me!
[Montage 1 - A Day At The Amusement Park.]
So today we went to the amusement park
with all our possible friends. It was
a really fun time. We rode all the rides
and everyone got along great.
I think the person that stood out most
at the amusement park was Jimmy.
Well, the, the reason I think I would
make the perfect foreh- friend, is that
I love telling jokes. You know, who
doesn't like to laugh?
Tweek. Now there's an interesting choice.
Tweek has a lot of qualities that I
look for in a friend.
What if they don't pick me? What if
they get us all, man! I mean, Christ!
If they can get to the Pentagon, then
they can get to us all, man! Aaaa!
I think I deserve to take Kenny's place
the most, because, I've been hanging
around these guys for like five years
and I never get to say or do anything.
...Yeah, I've only seen that kid in
class, but he never does anything. He's
more like a prop.
Towelie is a tough choice because,
even though I can see how always having
a towel around can come in handy, he's
just always so high.
Man, I really hope I win, because...
wait... why is this again? I have no
idea what's goin' on.
We decided to get some one-on-one time
with Jimmy and ride the log ride. The
great thing was that, because Jimmy's
crippled, we got to go to the front
of the line. That was definitely big
points for Jimmy, you know, but, but
then we got to the ride itself, and...
Hey, I-I'm gonna need some help getting
in the log, fellas.
O! Shut her down. Someone needs assistance.
Oh, really? That's gonna cost some
But right now I'd say if we're gonna
have a retard for a friend, I, I have
to pick Timmy. Because Timmy doesn't
tell any jokes.
Boy, isn't this great fellas? Are we
great pals or what?
One thing for sure: picking our new
freidn isn't gonna be easy.
[South Park, day. Butters is still dressed as Professor Chaos,
still walking down the street. A dog walks across the street
and Butters stops next to it.]
Kneel. Kneel before Professor Chaos!
[Butters' house, later. He makes it to his room and locks the
door. He cackles again]
Ah, the look on their faces when they
got the wrong soup. I love bringing
chaos! And that's only the beginning!
[Cartman's backyard, day. All the kids are seated as they were
yesterday. A box of roses sites on stage.]
All right, everyone. It was a tough
decision, but based on our time with
you all at the amusement park, we have
whittled our choices down to ten. If
you receive a rose, please stay. If
you don't, get the fudge out. Kyle,
will you announce the people we want
Token. Clyde. Craig Timmy
Oh man! This is too much pressure!
Pip Jimmy Jason Towelie Luigi .
Just one more rose left, Kyle. Who does
it go to?
All right, the rest of you, thanks for
coming. Get the fudge out!
I didn't make the cut?? Oh God, I didn't
make the cut??
I didn't even get a chance to have them
get to know me!
All right, congratulations to those
of you selected to stay. In the end,
one of you will be the new Kenny. Good
[South Park, morning. Butters' house, kitchen. Linda is preparing
some breakfast and Butters comes in confidently]
Good morning, Butters.
It certainly is, Mother. Did ya hear
about what's been goin' on? Some horrible
new supervillain made somebody get the
wrong soup order ot Bennigan's.
No, I didn't hear about that.
Yeh, you didn't?
[Butters' house, living room. Butters walks up to Chris, who
is on the sofa reading the newspaper]
Uh Dad, can I uh can I see the newspaper
Why sure, Butters. I was just about
to get some breakfast.
Nothing. Nothing! It's the liberal
media! They're keeping the stories of
my deads covered up, so as not to cause
a panic. Well, I guess it's time to
take it up a notch!
[The bus stop, later. Stan, Kyle and Cartman stand with Craig.
Scene music plays]
This looks pretty good.
Yeah,it's not bad. Next?
[South Park Elementary, day. Most of the class is present. Stan,
Kyle, and Cartman stand at the front of the class. On the chalkboard
is the times table for 4]
Okay, so now we're gonna see how you
all work as a friend during classtime.
Your performances will be judged primarily
on how you help us cheat and give us
answers. So good luck, everybody.
Sit down, boys.
All right, children, before we get started,
has anybody seen the eraser for the
chalkboard? It probably got knocked
on the floor somewhere. Can you all
just please look around your desks for
Yes. Look around for your precious
eraser. You won't find it. That eraser's
in my back yard, buried three feet below
the surface of the earth. And do you
even suspect me?? No! Now we shall all
see how you all like your dear chalkboard
without an eraser. And information,
it just keeps pilin' up and pilin' up,
until your minuscule brains can take
it no longer!
No? Oh, oh well. Never mind. I've got
a backup one in the desk. Okay, today
children, we're gonna learn about multiplying
So! You all think that you can outsmart
Professor Chaos, do you?!
Now, whenever we multiply a number times
five, the result is going to end in
a zero or a five.
What is it, Butters?
Ah, I need to go to the bathroom. R-really
Oh alright Butters. Take the bathroom
pass and go. Okay, so for instance,
Alright. I'm goin' to the bathroom
now. If anybody needs me, ah that's
where I'll be.
Just go, Butters. Okay, so for instance,
five times one is... what, Eric?
Uh, what's the question again?
Five... times... one.
Five times one is of course...
The time for fun and games is over,
Who are you?
I am Professor Chaos! Bringer of destruction
and maker of doom! Those who do not
know me yet shall know me very soon,
for the hour of Chaos ih-is at hand!
Hey! That kid took my last eraser!
Come back here, kid!
Oh! Ah, I'm back from the bathroom.
Ah I really let one go in there.
Butters, did you see another little
kid run out of here?
Why yes, I did. But he pushed me down
and I scraped my elbow. Go on and look
at it. It's scraped. Look. Yeesss.
Go on and see the red mark on my elbow,
the red mark I made myself to throw
you off Professor Chaos's trail.
It looks fine, Butters. Okay, hold
on and stay here, children.
[South Park Elementary, later. Recess. The kids are at play.
Stan, Kyle, Cartman, and Craig are standing together]
You're such a fatass, Cartman!
Oh yeah?! Well, you're a stupid Jew!
Shut up, fatass!
Oh, aaaah, well you guys are dumb.
Okay, Craig, interesting choice. Powerful
stuff there, Craig. Thank you very much.
[Betters' house, night. Craig is at his desk working with his
It is almost ...complete. The creation
of my minions who will assist me in
bringing terror to the world. There
we go. Ye-ess, my minions of, of chaos.
Shhh. Night now, night now my lovelies.
Your time to bring dest-struction will
come very soon. Aaahhh!
Butters, a note for you was left on
the front door.
Here you go. And wash your hands after
you touch those hamster - you'll get
Okay, Mom. So. Someone has discovered
my horrible secret. This could be a
trap set by the FBI. Oh, I'll be at
the docks, precious FBI! But it is I
who'll have the trap set for you! Come,
my minions! We haven't much time!
[Cartman's backyard, night. Stan, Kyle and Cartman are on stage
for the next round of elimination]
All right, everyone, the time has come
for us to narrow the list down from
ten to six. But first, let us just say
that the people who we didn't pick were
only not picked because they totally
sucked balls. Kyle?
They're not going to pick me. I just
know they're not.
O-oh Jesus! Aaah I can't take it!
Really? I don't believe it.
Just one mroe rose, Kyle.
Oh boy! Oh thank God!
All right, those with roses will move
on to the swimsuit and talent competition.
The rest of you, get the fudge out!
This whole thing is stupid! You don't
pick people you wanna be with by making
it into a game!
Ooooooo, somebody's a sore loser! Clyde,
I believe I said, "get the fudge out!"
Which means, kiss mah fudgin' ass, go
fudge yourself, fudge ya, get the fudge
[South Park docks, night. Under a red moon, Butters sneaks along
the docks, making sure no one sees him. He creeps from box to
box and peeks out from behind one. Another face peeks out from
behind a box at the other end of the docks. This face is younger,
Oh, hey Dougie. Oh I mean, my name
is Professor Chaos.
I saw you change in the school bathroom.
You stole that eraser in your class.
Very well. You called out Professor
Chaos, and you also called out, eh your
own demise! Go now, my minions. Go
and take this, this foolish mortal down!
Aw minions, naw, not that way. He-
come back minions.
I'm, not trying to call you out, Professor
Chaos. I want to join you.
Yeah I want to join you in your conquest
I'm an outcast, too. A frail child
cast aside by society. I want to follow
you and... whatever you're doing.
Uh very well. You shall be my accomplice
in evil. Together, we shall bring the
world to its knees! A-and make all those
who banished us from society run...
Do I get a neato costume made out of
aluminum foil, too?
Well sure you do. Ah I am professor,
and you shall be my general. From now
on you are General... Disarray.
Now let us go look for my minions!
They ran away here, now to find 'em...
[Montage 2 - The Swimsuit And Talent Competition. Stan, Kyle,
and Cartman sit on the chairs in the audience. The six remaining
candidates are on stage.]
The swinsuit competition really gave
us a fresh look at some of the candidates.
Well, I don't think I did too well
in the... bathing suit competition.
But I can't wait for the talent show
competition. That'll really my chance
to... shine. Wow, what a terrific audience.
So anyway, a guy walks into a buh- ...A
guy walks into a b- ...buh... A guy
walks into a guy walks into a babuh
Okay wait... No, no wait.
Well, what am I supposed to do?
Anything that'll impress us, Token.
If you were our friend, how would you
keep us entertained?
Aaaah. Oh, I know.
I like it.
Well Token was a definite winner for
talent show. But then we decided to
take everyone to a baseball game, to
see how we got along there.
[Coors Field in Denver. The game is underway. A shot of the field.]
There goes a hit to left field, and
Foley's going to score.
[the bleachers. Stan, Kyle, Cartman, and Pip sit and watch the
Yeah! Isn't this great?!
Kids, get your drinks here.
Eho! Yes. Can I have some tea, please?
You don't drink tea in a ballpark, you
French piece of crap!
Oh, very well. Just some crumpets, then.
All right, that does it! Pip, get the
fudge out! Next!
Okay, let's try this.
Hey, what's wrong with the Jumbotron?
People of Earth! Your meaningless lives
are about to end! I am Professor Chaos,
and this is my partner ih-in evil,
General Disarray! In the past few days
I have rained terror down upon the society
that shunned me! And now it is time
for my Labor of Lonely! I am going to...
flood... the world!
Flood the world?
I don't wanna die, I DON'T WANNA DIE!
Oh yes. Every living creature and every
sacred building will soon be under leagues
and leagues of cold and dark water.
And there is nothing you can do to stop
me! General Disarray, begin the flooding
of Earth! You brought this upon yourselves!
You made the outcasts of the world!
Now watch! Watch as your precious planet
Jesus Christ, who will save us?
We have very little time to live. How,
how shall we spend our last hours on
Yeah! All right!
[Butters' house, day. Butters and Dougie are in the back yard
watching their puddle grow and grow]
Our reign of terror is complete! Our
tur- turmoil has now come full circle!
Hey, is the hose on full, General Disarray?
It's on all the way.
Oh. Alright then. Nothing to do now
but watch the world die! Boy, this
sure is takin' a long time.
[Stan's house, dining room. The three boys sit at the table with
pictures of the six candidates. They discuss their findings.]
Okay, so how do we all feel about Towelie
as our new friend?
I think Towelie is awesome.
Towelie is cool, but he gets stoned
all the time. You can't really rely
on him for anything.
Oh, this is giving me a headache.
Eh now, come on, you guys, we can't
take this decision lightly. Whoever
we pick is going to be the person we
do everything with from now on.
You're right. Well now, how about Timmy?
He's quiet and he takes direction well.
Yeah, but Timmy can be really self-centered.
How about Token?
Token's a smartass.
So? You're a smartass!
Yeah. Do we really need another one?
Hey fellas. I was just in the neighborhood
and I thought I'd stop by to s-gif-
Oh, thanks Jimmy
There's some chocolates and lih-licorice,
and some games and peh- pencils inside.
Yeah well, I guess I'll be seeing you,
you friends later.
Alright Jimmy, see ya.
[Butters' house, next day, backyard. The pool has covered much
of the yard. General Disarray jumps in the water as Professor
Chaos looks on passively on the porch]
Not long now, General Disarray, and...
our horrible plan will be complete.
Hey, do you think maybe we should build
a boat? You know, like a little raft
or something, so that when the world
floods you and me and the minions can
Oh yeah. I hadn't thought o' that. That's
a pretty good idea. I'll go get a hammer.
Hey, who is that?
Is this it?
Yeah, two thirteen, that's the one.
Heeyyy, what are you doin'? Aaaah!
You may have won this time! But I will
What do we do now?
Well I had another idea of how to kill
the world, but I thought it was... almost
too horrible to e- to even speak of,
but- but now they have left me with
no other choice!
[Cartman's backyard, day. Stan, Kyle, and Cartman are on stage
while the candidates sit in the audience. Pip is missing]
Well, this is it. We have made our final
decision and one of you is who we will
be spending our childhood with, as our
Oh puh please. Oh, Oh God... please.
Four friends, just one rose. The moment
of truth is here. Kyle? Who does the
rose go to?
[A hilltop, later. Butters reaches the top of a hill carrying
a box, with a red sky above him. He sets the box down]
This is is, General Disarray. My final
What evil plot do you have this time,
Simple, my dear general. We are going
to tear down the Earth's precious atmosphere!
Oh yes! My latest plan will melt the
polar ice caps, a-and burn all the world
with the, with the... hu- sun's harmful
rays! Say goodbye to your... precious
ozone and hello to chaos! Okay, hand
me another one, General Disarray.
Will Professor Chaos's latest plot succeed
and be the final undoing of Earth?
And which boy has been chosen to be
the replacement for Kenny? And which
of these six South Park residents was
killed, and will never be seen again?
The answer to those questions will
be answered... right now. No. Tweek.