They both watched as Will flew out the window, propelled by Royal Pain's electric shock.

"No!" Layla cried. The sound of his scream faded as he plummeted to the ground. It was suddenly cut off and Warren felt her lean into him.

"And there goes your last chance of stopping me," Royal Pain said. Somehow he could tell she was smirking underneath the plated metal helmet she wore. If only he could find a way to short circuit her outfit. Then she'd beā€¦less dangerous at least. Layla lunged away from him and he tried to stop her, but he saw the Ice Bitch scurry by. He'd need water if he wanted to fight against electricity and she seemed to never run out. He remembered how she'd shot ice water at him on multiple occasions. He'd been unable to light anything on fire for weeks. He tore after her.

"Claire! I need you to shoot Royal Pain with ice," he whispered when he caught up to her, grabbing her wrist to turn her around. She pulled away.

"No! I don't want her coming after me."

"I need you to do it now. No questions," he pleaded, trying to convince her to side with him.

"No way. You can't beat her yourself?" He gestured to Pain in annoyance. Of course they weren't.

"If we were able to, don't you think we'd have done something about her by now?" He grabbed her hand and squeezed her wrist. Claire focused and a jet of water shot out of her palm, hitting Royal Pain in the back, right between two strips of metal. She fell to her knees, giving the plants Layla was trying to hit her with a chance to grow. The lines of light faded and sputtered out as she fainted. Claire had already run away when he turned to thank her.

He spun as a shriek erupted behind him. Layla had speared a rose thorn through Pain's suit, straight threw her chest. Blood was rapidly growing beneath them. He pulled Layla away, trying to calm her down as she sobbed into his dad's tux. Eh, it needed replacing, anyway. He glanced back at Royal Pain, finding himself sorry for her. All she'd tried to do was fit in and be accepted and when she was denied that, she turned toward evil. It reminded him of his father's path. And his own. But mostly his father's. He was already helping Hippy and Stronghold. What more could they want?

A tremor shook through the school and suddenly, he felt himself start to fall. He and Layla stayed low to the ground, grabbing onto anything they could reach on the polished gym floor.

"Why is the school falling?"

"Didn't the purple chick and Glowboy go to find out how to keep the generator from failing?" he asked, thinking through anything that could possibly save them from a painful, yet short death.

"Yeah. Maybe we should see what went wrong," she suggested. He nodded, anything to be moving. He hated free-falling. He really hated it. The feeling he got in the pit of his stomach didn't help, either. It was like everything was being shoved upwards and that definitely wasn't normal.

"At this rate, we're going to smash into the ground and everyone's going to die," Layla screamed.

"I'd worked that out for myself already," he responded.

They crawled out into the hallway and found Ethan and Zach holding onto each other and screaming for dear life.

"AH!"

"Chew the wire! Chew the wire!"

"Hold me! Hold me!"

A window broke and the door of a locker fell off. Warren managed to push Layla down just before it hit her. The school was slowing down now and the head of a little purple guinea pig came out from the conduit.

When everything stopped falling, Zach quickly let go of Ethan and coughed uncomfortably.

"Is everyone okay?" Layla asked, running over to help Zach up. "You were screaming pretty loudly."

"No, no. We're all okay," Zach said, returning Layla's quick embrace.

"Not to break up the hug fest, but does anyone know where Royal Pain took all the babies?" Warren asked.

"Yeah, and where's Will?" said Magenta. Warren and Layla looked at each other quickly.

"Pain got to him before we could stop her," was all Warren said. No one said anything else. The five of them hurried out to the front of the building where Ron Wilson was unloading all the babies.

"Now what?" Layla asked.

"I'm not sure, but we've got to turn them back into adults," Ethan said. Warren and Magenta started helping to carry the children out of the back of the bus.

"You're doing great, Magenta," Zack said from where he was sitting on the steps.

"Shut up."

"Perhaps I could be off assistance," Baby Medulla said. "It should only take me a couple of hours to reconfigure the Pacifier." He turned his head to Warren, who was holding his car seat. "Mr. Peace, would you please carry me to the mad science lab?"

Warren looked up at Ron and made a face. "Sure."

"And Mr. Peace..."

"Yeah...?"

"Regrettably, I have made boom-boom." Baby Medulla smiled.

Everyone quickly stepped back from Warren. He sighed and made his way back into the building. Of course he was left with stupid smart infant. Figures.