Serena picked Noibat up and comforted it, shortly after Noibat calmed down, he then had a look of fear and terror on his face. "What's wrong Noibat?" Serena questioned. Noibat responded in Pokemon speech frantically, but no body understood. Then Pikachu's ears perked up and his cheeks sparked. Ash noticed this and used his aura to look around, and what he saw even scared him. "Everyone let out your Pokemon now." "What's going on?" Clemont asked. "We are being surrounded by alot of Pokemon, and judging by their auras, they don't seem friendly." Ash explained. Just then everyone could hear a loud buzzing sound coming from all around. Everyone quickly released their Pokemon and had them form a perimitor around them, even Dedenne joined the Pokemon. Bonnie clenched tight onto Clemont as Korrina got close to Bonnie's other side to protect her and Ash took Serena's arm and pulled her and Noibat behind him. When he did this she looked at him and saw a look of determonation on his face. Ash saw Serena looking at him and smiled, "don't worry, I'll protect you. No matter what." He then leaned in and kissed her. Just then a massive swarm of beedrill, looking to be in the hundreds, emerged from the trees surrounding them and began their attack.

Attacks were flying all around as the Pokemon were defending their trainers from the beedrill. The beedrill were mostly using pin missle, but when one could get close it would use twineedle. Serperior would use leaf storm to try and block pin missle and keeping the beedrill back. When a beedrill got close Hawlucha and the Korrina's fighting types would take them out since they specialized in close range attacks. The battle continued with the beedrill appearing to be endless. Eventually Noibat got too scared and tried to fly away. Noibat was actually able to get past the beedrill successfully. "Noibat, come back." Serena screamed when he got away. Serena then ran after him. "SERENA!" Ash yelled when he saw Serena running after Noibat. He and her Pokemon tried to run after her but were blocked by the beedrill. Now Ash got a piece of the action as he formed an Aura sphere and threw it at the cluster of beedrill in front of him injuring them and causing them to fly off. Ash tried to run through the opening made, but it was closed by even more beedrill. Ash grit his teeth knowing they would have to deal with the beedrill before he could go after Serena and Noibat.

Noibat was terrified from the massive battle that was taking place, he could still hear the explosions in the distance and wanted to get as far away as possible. He was now attempting to fly down the trail away from the battle. His only problem on his mind was his lack of flying ability, he could only fly a few feet before he crashed back down, but would get back up and try again. "Noibat, where are you?" Noibat heard someone calling out for him, but not just anyone, it's was Serena his mother. Noibat stopped flying away and looked back and saw Serena running towards him. Noibat looked down and started to cry, now disappointed in himself for running away and leaving his parents behind. Serena caught up to him and after catching her breath picked him up. Noibat expect Serena to be mad at him for putting her into danger, so he was suprised when she hugged him. "You were scared weren't you. Aww, you poor thing. It's ok, I'm here." Noibat looked up and saw Serena looking down at him with eyes that showed not the slightest bit of anger, but instead worry and relief. Noibat then started crying even more, until they both heard a loud buzzing noise. Serena turns around and looks up and sees a beedrill coming right at them. Noibat, eager to make up for running away uses supersonic causing the beedrill to become disoriented and crash into a tree. "Good work Noibat." Serena said praising Noibat. Noibat smiled, proud that he was able to protect his mother, "Noibat." Just then four more beedrill emerged from the bushes on either side of them. Upon seeing this Serena took off running as fast as she could with Noibat in her arms.

Serena ran as fast as she could, and at first that was enough. However now she was getting tired and the beedrill were catching up, that's when she saw a cave up ahead. Knowing the cave was her best chance to get away she ran into the cave, hoping to lose the Beedrill inside. Aside from the light coming from the entrance it was pitch black inside, so when the little bit of light from the entrance suddenly disappeared she know the beedrill were there. Serena didn't want to dig through her backpack for her flashlight yet with the fear that it would show the beedrill where she was. Soon enough she found a large rock to hide behind, as she did so she could hear the buzzing of the beedrill coming closer. Serena held Noibat close, ready to use her body as a shield to protect him. Luckily it wasn't necessary as the beedrill gave up, the buzzing sound becoming more and more distant with every second. Only after the buzzing was completely gone and the cave was quiet did Serena finally relax, leaning backwards expecting her butt to hit the ground, but it didn't.

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