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 17 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.
Pinkie Pie and Vinyl Scratch ride Vinyl's mobile DJ station, playing music that attracts the babies to the center of town. The babies do their best to follow despite being slowed down by the cold. Once they are in position, Rainbow Dash causes the clouds to release a massive amount of snow, which freezes the babies in place. Anguirus is impressed by their ingenuity as he, Twilight, Spike, and the Mothra Breezies collect the babies and gather them in one spot. Once that is out of the way, Mothra reintegrates into her Alicorn disguise. She apologizes to Twilight for not trusting the ponies' abilities.
Rarity and the others arrive. Destroyah approaches the babies, but one of them revives and absorbs the others, turning into a version of herself that is roughly the same size as Princess Luna, but still sluggish from the cold. The CMC call out to the original Destroyah, but she doesn't respond until Scootaloo finally pronounces her name right. They ask her to delay rejoining with her otherselves. She finally has a chance at a normal life and happiness as a filly. Perhaps her bigger copy can become like a big sister. Destroyah, to the adults' surprise, stops to think about it, but the bigger version revives and eyes the CMC with pure bloodlust. Destroyah is filled with fear, a similar feeling to when Godzilla Senior started to meltdown and overwhelm her. This time, instead of running away, she charges forward and tackles the bigger version, absorbing it.
The adults are relieved and the CMC are saddened, but Destroyah says it is not over. She is roughly as tall as Princess Celestia now, and she's not back to full power, so they must have missed a few babies. Anguirus looks around and sees a familiar restaurant's front door is hanging open. He screams Ki Seong's name and rushes to it as fast as he can. Since the others have not met her yet, they are confused and follow him. Twilight notices a pink crystal lying in the snow. She senses a strange energy coming from it and stashes it in the library for further study, unaware it was the crystal Xenilla used to suppress Destroyah's rage and bloodlust.
Anguirus enters the restaurant, fearing the worst, only to find Ki Seong is safe and sound. In fact, she tamed the babies that invaded her place, and set them to work. Some are sweeping the floors, washing the dishes, etc. Others are peacefully sipping tea or preparing seaweed wraps. One of the babies prepares to attack him, but she scolds her and she apologizes. He and his comrades are flabbergasted that she managed to do this. She invites them for dinner on the house. They stare at her stunned until Vinyl walks in and says she's hungry, causing the others to follow suit.
As they sit down and take their orders, Destroyah absorbs all the babies until she returns to her full size. When Pinkie notices Ki Seong glance at Anguirus and blush, she smirks and gets ideas. Fluttershy and Discord arrive. Discord is annoyed that the babies have been stopped, as he was enjoying the chaos they were creating. Fluttershy makes him apologize for making the babies eat everything and makes him promise to repair the town with his powers. The Cutie Mark Crusaders are sad that they couldn't get Destroyah to stay a filly but cheer up when she enjoys her food with a content smile and hugs them with her wing.
Meanwhile in Zenith, Irys does her best to dodge Grand King Ghidorah's attacks. This is a foe so powerful that not even Godzilla Junior himself can defeat him in a head to head fight, so she has to fight smart. She pounces on his back and bites his right neck, but his hide is too tough for her fangs to penetrate. He throws her off and fires a barrage of blasts. Eventually, he brings part of the ceiling down on her. Before he can finish her off, Megalon ambushes him by drilling through the floor and tackles him. Gigan blasts him away with an eye beam as she frees herself from the rubble. Gigan asks her what she was thinking picking a fight with Ghidorah.
Extremely pissed, King Ghidorah says they are all cockroaches come to be squashed. He blasts Gigan into a wall, dazing him, and attempts to stomp on him until Megalon gets in his way. Megalon's drills scrape off some of his scales but his attacks fail to do any real damage. Irys blasts him in the back with her Sonic Laser, but again it fails to punch deep enough to open a wound. Ghidorah knocks Megalon down, but Irys jumps on his back and bites his central neck. This time, she fires her Sonic Laser while maintaining the bite, and it slowly begins to penetrate his flesh. In pain, he flies up and tries to ram her into the ceiling, but she jumps off just in time and he crashes into it alone.
After confirming Gigan and Megalon can navigate in the dark (Gigan can see in infrared and Megalon can sense vibrations), Irys circles the room and spreads a black mist, shrouding the area in darkness. Gigan ambushes King Ghidorah and slashes him across the chest. It fails to cut in any significant amount but the kinetic force manages to stagger Ghidorah. Ghidorah tries to blast him, but Irys blocks it with a Sonic Shield until it shatters. Ghidorah senses Megalon is about to ambush him from underground again and blasts him when he comes up, but Megalon absorbs the electricity through his magnetic drills and fires it back, knocking Ghidorah off his feet. Gigan says he has a plan and calls the other two over. King Ghidorah gets back up and the trio fan out.
Gigan goes to the ceiling and flies down. Right before he hits the ground, he teleports back up. By repeating this cycle, he starts building up some serious speed by combining his thruster's push with gravity. Irys distracts Ghidorah with a tornado of black mist, then Megalon starts repeatedly blasting him with napalm grenades from his mouth. Ghidorah mocks him as this kind of heat is too weak to even make him flinch, though the mist and fire obscure his vision. He manages to knock Megalon down and cave his stomach in with a stomp. Megalon fires a napalm grenade into Ghidorah's left mouth. While it does not harm him, it does blind him for a few seconds and make him back up. Irys latches onto his back for a third time and starts cutting into his back with her Sonic Laser, but his right head bites her arm, then swings her into a wall.
Ghidorah has descended into a snarling beast, but Gigan suddenly dives down using the momentum he's built up and rakes his buzz saw into the wound Irys opened up on his back, making it much deeper and doing serious damage. Ghidorah thrashes in agony and fires stray blasts that eventually collapse the ceiling on him. The exhausted trio slumps against the wall and Gigan asks Irys why she challenged him, so she explains that she wanted answers. To their horror, Ghidorah emerges from the rubble. His back is still bleeding profusely, but he says injuries like these are nothing and will heal soon. He telekinetically forms the rubble into a throne and sits down. He calmly says that while he wants to kill them, he realized it would be more trouble than it's worth, especially since he doesn't want to be punished by their master. While they are here, he might as well tell them what they want to know.
Roughly 370 years ago, the Xilians were maintaining their intergalactic empire. After such a long period of peace, they started to grow complacent and focused on construction instead of weapons. One day, in the time of the eleventh Controller, Grand King Ghidorah attacked their home planet's capital city. He destroyed structures and telekinetically trapped citizens in an energy dome of his creation for him to harvest their souls for later consumption. Suddenly, he was surprised to detect an energy signature similar to his own and is knocked away. Monster X has arrived and challenged him. Confused, Ghidorah tried to read this newcomer's mind, only to be blocked. Monster X stands off against Ghidorah, threatening him with a simple command. "Get off my planet."
