While Anguirus calmly sits in the corner, Twilight Sparkle and Rarity continue to bash away at the forcefield Mothra surrounded the library with using magical blasts and telekinetically thrown objects, but they can't even dent it. Soon, Twilight's horn is overheating and Rarity has to get her to stop before she injures herself. Anguirus reiterates that it is not a matter of power, Equestrian magic and Terran magic do not mix. It is like trying to use a key to open a combination lock. Twilight sadly asks why Mothra trapped them in here, and he sighs and explains that Mothra sees all beings as under her protection, and she sometimes goes overboard. He leans against the forcefield, and Twilight notices his body made it budge a little.
Curious, Twilight asks Rarity to touch the forcefield. It doesn't move an inch. They question why Anguirus can affect it, and he guesses it's because he runs on mana just like Mothra's spell. Twilight gets excited, but he points out he doesn't know any spells. He punches the forcefield a few times and finds that while he can deform it, he can't break it, and it snaps back to normal after a few seconds. Spike returns from the roof and explains that he tried to send a message to Princess Celestia and ask for help, but the forcefield is stopping the scroll from teleporting.
Twilight says if they power Anguirus up with their magic, he might become strong enough to break through. He becomes concerned that he'll change back to his true form and destroy the library and the surrounding neighborhood with his size, but she says they won't give him enough energy to transform. Twilight instructs Rarity to focus on a strong memory while she channels the power. Rarity envisions her happiest memories, like the day she got her Cutie Mark, the day she first got her cat Opalescence, and the day her sister Sweetie Belle was born. Suddenly, her visions are replaced by darkness, and she trembles in fear as Nightmare Rarity stands before her.
Regardless, Twilight and Rarity fire beams of energy into Anguirus, and he feels supercharged. He tackles the forcefield and breaks through it, then finds that the power up is already wearing off. The others join him and they find Ponyville is in pandemonium as the Destroyah babies and the Mothra Breezies battle. However, while some citizens are panicking and others are fighting back, some like Derpy and a waiter just go about their business, paying the babies no mind even as Micro-Oxygen blasts whiz over their heads. Shocked, Anguirus asks they aren't taking this seriously. Pinkie Pie joins them and says Ponyville gets attacked by monsters so often that many have become jaded.
Rainbow Dash joins them and Rarity the fashionista is appalled to find Pinkie and Rainbow have lost large sections of their manes and tails to Micro-Oxygen blasts. One of the Mothra Breezies gets knocked out of the sky and Pinkie catches her. Mothra is appalled that Twilight and the others managed to escape and orders them to get back inside where it is safe. Twilight points out this is their home and they can't just sit there and do nothing. Mothra tries to force them back inside, but Twilight traps her in a forcefield of her own, and for the same reason as before, Mothra can't break through it. Anguirus tells her that the ponies are not children and can shoulder some of the responsibility.
Mothra sighs and relents. Rainbow asks if the babies have any weakness. The only one Mothra can think of is that Destroyah is weakened by cold temperatures. Rainbow says she can make it colder and flies up into the clouds. Pinkie has an idea on how to round up the babies and leaves. Twilight says the rest of them are on damage control until Pinkie gets back. However, when they split up, Rarity doesn't move. She hadn't been paying attention because her sight keeps switching between reality and her nightmare. Anguirus asks what's the matter with her and she hastily says she'll check on Sweetie Belle and the others.
Destroyah and the Cutie Mark Crusaders wander through town and Destroyah absorbs any babies she comes across. Behind her, the CMC discuss her change in attitude. They compare her to various fictional anti-heroes, and conclude that she had a traumatizing childhood, and now she has a chance to experience a real one. Meanwhile, Rainbow Dash causes it to start snowing. Destroyah, who is now half a head taller than the fillies, hisses like a cat and tries to avoid the falling snowflakes. After explaining how she can't stand the cold, they help lead her to Carousel Boutique and bundle her up in clothes. Scootaloo asks her how long ago was she a foal. Destroyah reminds her that her true form looks nothing like a pony, so she was never a foal. Scootaloo says she meant when Destroyah was a kid. Destroyah was born about 19 years ago and grew into an adult in a matter of days. The CMC are saddened to realize this means she never had a chance at having fun childhood activities.
She asks why they are bringing this up, and they say back then at the pond was the first time she ever looked happy, and they were wondering if she was feeling nostalgic about something. She remembers back when Xenilla nursed her back to health after her battle with Godzilla Senior. While she was healing, he talked to her about a variety of topics. She muses that she now knows what happiness means. She asks why they care, and they say she is their hero and they want her to be happy. They have an idea if she will just listen, but she says she will listen when they finally pronounce her name right.
At that moment, Rarity comes in. After frantically looking the fillies over and then hugging them, she tells Destroyah they are gathering the babies for her to absorb.
