A/N: I've been waiting a very, very long time to get to this part of the story.

––––

Trickleback River

2:57 am

Mario's team had left Viney Valley behind, praying it wouldn't fall to pieces while they were gone, and had raced up the river as fast as they could. As they followed it, it bent to the southeast and time began moving forward once again.

Finally they arrived at the source of the river, approaching the large waterfall that Bulbin had mentioned. It was tall enough that they couldn't see what was waiting for them at the top, and it sprayed mist in their faces as they stared up at it.

"Well… here we are," Mario shouted over the roar of the falls. "Now what do we do?"

"We gotta put the Leaf Stone somewhere," Hanner reminded him, looking around for a place that seemed appropriate. "Oh, look here, Mario!"

She pointed over at a large boulder that had a square indentation carved into it. It looked just big enough to fit the blue stone.

"All right… here goes nothing," said Mario, walking up to it and placing the Leaf Stone inside.

For a moment, nothing happened. Then suddenly, the boulder began to rumble and turned around so that the Leaf Stone was no longer facing them…

…and then the entire ground began to rumble.

"Eep! What's going on?" Dulia cried out, flailing her arms to keep from falling over. Goomblaine actually did fall over, having no arms to balance with, and Hanner and Stubba quickly grabbed onto each other to steady themselves.

The rumbling was getting stronger, and Mario was starting to get frightened – but then he looked up at the waterfall and saw what was happening.

The flow of water was slowly parting down the middle, revealing what appeared to be a dark stone staircase directly behind it. As it did that, the water was also slowing down drastically.

Finally the rumbling stopped, and the waterfall was nothing but a modest trickle flowing down either side of the massive staircase.

The team stared up at it. It ascended into complete darkness.

"Who's going first?" Mario offered.

"I'll go!" Stubba immediately spoke up, trying to look heroic. "C'mon Hanner, let's go save everybody!"

"You said it, little guy," she agreed as they both raced up the stairs. The rest of the party quickly followed after them.

For about a minute they were walking in total darkness. Mario couldn't see a thing, and he nearly tripped or stubbed his toe on the stone steps numerous times. As they drew closer to the top, he felt himself getting more and more nervous…

…and then finally they came out of the darkness and saw their destination for the first time.

The staircase had led them up to a narrow stone pathway that stretched across a large lake. That was all Mario could say for sure. He couldn't make out any features of the lake or the surrounding land, because everything was being drowned out by the blinding lights coming from the Poisoned Factory.

It was an absolutely enormous, metallic building sitting on an island in the middle of the lake. It was several stories high but didn't have a single window anywhere. Dozens of huge pipes extended from its outer walls and snaked down into the lake, and a pair of gigantic smokestacks in its center stretched up into the air, spewing out a cloud of suffocating, noxious fumes. The entire building was surrounded in a nimbus of smoke.

Circling the factory was a ring of lights mounted on fifty-foot-high poles. Aside from illuminating the surrounding area, the sickly artificial light refracted off the smoke surrounding the factory, lighting up the air around it almost as brightly as dawn. There was also a pair of searchlights moving back and forth across the sky. In short, it was completely impossible to sneak inside.

For a very long moment, Mario's team did nothing but stare.

"…I'm trying to think of something to say to lighten the mood, but I got nothing," Hanner finally admitted.

"Dangit, would ya look at that? This place is huge!" Snatchel cried.

"Yeah, and it smells bad," Stubba complained, holding his nose. They could smell the toxic fumes from here.

"Bulbin wasn't lying, was he… this isn't going to be easy," Mario muttered. He winced as he remembered that the Bub-ulb was being held somewhere in there at this very moment. "Well guys, there's no turning back now… let's do this."

Slowly and nervously, the gang of adventurers walked across the stone bridge and approached the factory. As they got closer, Mario suddenly realized that there were a bunch of Poison Puffs floating back and forth in front of the entrance, looking like guards on patrol. The group jerked to a stop as they saw them.

"Great. Now what? They're gonna waste us if they see us," Goomblaine complained.

"Oh, that's no problem," Dulia assured them with a giggle. "Everybody hold still. It's time for some undercover work."

The rest of the group realized what her plan was and obligingly crowded around her. She concentrated hard, focusing her attention on the Poison Puff floating nearest to them. Then, one by one, she put a hand on her teammates and transformed each one of them into an exact replica of the Puff before finally transforming herself. Before long they were a group of six green clouds floating idly in front of the factory.

"Woaaaaaaah! This is neat!" Stubba cheered, zooming around in his cloud form. "Dulia, you have the coolest power EVER!"

"Stubba, come on. We have to concentrate," Mario reminded him, and the not-Clubba quickly zoomed back to the group as they all floated up to the entrance. Thankfully, the other Puffs didn't even turn to look at them as they passed by.

"All right… here we go," said Mario as they all parked in front of the double doors leading inside. Mario nudged one of them open, and one by one they floated in…

––

Poisoned Factory

3:00 am

The minute they were safely inside, Dulia led them all over to a corner and dispelled their transformations, turning them back to normal.

"Thanks, Dulia. You're the greatest," Mario said approvingly, and she beamed at his praise.

"Yeah, we sure coulda used you gettin' to Mustard Mines," Snatchel said fondly. "…So, what now?"

The group quickly looked around at their surroundings. They were in the central area of the factory, with multiple doors and hallways branching off of it. The ceiling was covered with rows of fluorescent lights and crisscrossing metal beams, though even with the lights, the omnipresent cloud of fumes meant it was dark and difficult to see.

In front of them was a massive maze of hydraulic presses and running conveyor belts. Hissing and clanking noises filled the air, and thick poisonous sludge was dripping off of almost every possible surface. A twisting array of pipes ran over their heads and along the walls, pumping more of the poison from one area to the next.

And of course, the smell was worse than ever.

This was the most dangerous place the group had ever been in. They could hardly stand how wrong it felt in here, how much this place shouldn't exist, how many people were dying because of it…

"Well, I don't see anybody around here," Mario finally remarked, trying to focus. "I wonder where Maizee's hiding…"

"She's probably up on the top floor," Hanner said glumly, peering up. Mario looked and saw that there were four stories to the building, although in this area of the factory, the upper floors were only metal walkways that circled the periphery of the main room, with doors leading to different areas.

"Well, guess that means we'd better look for a way to the top," Mario decided. "Come on guys, let's go look for some stairs."

And so they set off. The first thing they had to do was navigate through the huge main area, weaving their way back and forth through the hydraulic presses as they looked for a way up. They opened all the doors they found, but at first they all led to dead ends.

There were an astounding number of enemies in the factory… and unsurprisingly, all of them were of the poisonous variety. There were Poison Puffs, Poison Pokeys, and even poisonous versions of species he'd never seen before, such as Piders. These enemies made the group's already-unpleasant excursion positively grueling; Mario lost count of the number of times he or his partners got poisoned. Their supply of Tasty Tonics was rapidly dwindling; what was going to happen when they ran out?

Finally they entered a hallway and found the staircase they were looking for, but they all deflated when they saw it. There was an electric force field right in front of it, preventing them from getting up.

"Hmm… how do we turn this thing off?" Mario wondered.

"Well, look here," Dulia observed, looking at a control panel on the wall. "There's a slot here! I bet if we found the Card Key that goes here, we could shut it off."

So they continued exploring the bottom floor, looking for anything that resembled a Card Key. Finally they entered a room they hadn't explored yet – only to recoil in fear at what they saw.

"What the heck's going on? This place is flooding!" Goomblaine protested. Sure enough, the floor of the room was completely covered in poisonous, murky water. There was definitely no way they could cross that safely.

"Well, there's the Card Key," Mario realized, noticing the key sitting on a ledge across from them. "But we can't reach it from all the way over there! How are we supposed to – "

He broke off as he saw Snatchel folding his arms and tapping his foot, raising an eyebrow at him. "…Oh, right."

After Snatchel had gotten the key for them, they returned to the room with the staircase. Mario swiped the key through the slot, and just as they'd hoped, the electric forced briefly flickered before it vanished.

"All right! Terrific!" Mario cheered as the group dashed up the stairs. "One down, two to go!"

When they reached the second floor, they had to plow their way through several dank, enemy-filled rooms before they found where they needed to go. The smog was getting thicker the further up they went, and so, it seemed, the Poison Puffs were getting more numerous. Sometimes the only thing they could do was have Dulia Transform into one and blow them all away.

Eventually, they found themselves staring straight across a huge room at a door that was standing clear at the opposite end. There was no way to get across, only a drop that led back to the bottom floor.

"Well, sorry Mario, but I can't reach that far," said Snatchel. "Huh, it's kind of a shame we can't just turn into paper airplanes, ain't it?"

Mario blinked in surprise. "What? …Oh, yeah. No, that'd just be silly."

"Hmm… this looks like a job for me and my hammer of justice!" Hanner said knowingly. Sure enough, they quickly noticed a "!" switch that was just within throwing distance, and Hanner threw her hammer out and struck it dead on. All of a sudden, a metal catwalk began unfolding, paper accordion style, across the room, leading them directly over to the door. As they walked through, they found themselves in a tiny room holding nothing but the Card Key.

"I told ya," Hanner said with a grin, winking at Goomblaine. He did nothing but glare at her.

They headed back to the staircase and deactivated the force field, heading up to the third floor. Now the fumes were almost unbearably thick. Poor Stubba doubled over coughing a few times, and Mario had to give him a Tasty Tonic just to make sure he didn't keel over.

After checking all the doors and finally finding where they were supposed to go, the group had to navigate through another maze of conveyor belts, though Mario took the time to rescue a Pretty Lucky Badge from atop one of them. When they finally reached the end, he had to use his Super Hammer to destroy a big yellow block sticking out of the wall. The short hallway on the other side led over to a ledge where the Card Key was waiting for them.

"Well, here we are," Hanner remarked once they arrived at the third and final staircase. "This one goes up to the top floor… you really think Maizee's up there, Mario?"

Mario shrugged. "She has to be… we've looked all over this place and haven't seen her yet. She must be up there."

For a moment, the group just stood where it was, reluctant to move.

"I guess that means we'd better get ready for a fight, huh?" Dulia said softly.

"I reckon so," Snatchel agreed.

Mario nodded slowly. "We've made it this far, you guys. I know we can do this. Everybody in Viney Valley is counting on us."

"I'm not scared, Mario," Stubba said loyally. Mario could only give him a weak smile.

As they walked up this final set of stairs, Mario felt himself starting to sweat as his heart beat faster and faster. This was it… Maizee was waiting for them up here, he was sure of it. Every moment brought them closer and closer to her… and now there was no going back.

––

When the group got to the top floor, they found there was only a single door. They walked through and entered a small, low-lit room with a metal grate for a floor. There was nothing in the room except for another door at the far end, but there was an air of anticipation that was making Mario's hair stand on end. Somehow, he could tell there was something here…

"Okay, we made it all the way up here and there's nothing in here! Now what do we do?" Goomblaine griped.

"I don't know, but I think we're getting close."

Mario was about to take another step when a powerful and very familiar rumbling in the ground made him wince and freeze.

"Check that. I know we're getting close."

"But… wait a second! We're standing on metal!" Hanner protested as they all fearfully edged together, realizing what was about to happen. "They couldn't possibly… could they…?"

They could. The three Putrid Piranhas literally came bursting out of the floor, ripping through the metal grate and sending pieces of shrapnel flying. Mario paled at the sight of them. They were even bigger than they'd been when they were attacking Viney Valley; with one notable exception, they were now the hugest Piranha Plants he'd ever seen.

…Except they could hardly even be called Piranha Plants anymore. The crown of leaves around their heads had grown huge and razor sharp, as had the poisonous thorns covering their stems. Their leaves were dark green and sickly, dragging uselessly on the ground. Their heads were so large and weighed down that they stood in slouches, hunched over and unable to even move properly.

Mario was expecting them to say something, but they didn't. All they did was growl and snarl in primal voices, purple slobber dribbling from their jaws. Their heads swayed back and forth, and they seemed unable to focus their attention on any one thing.

"What's… what's wrong with them?" Dulia whispered in horror.

"It's the poison. Maizee gave them too much of it," Mario realized. "They've lost it."

The center Piranha opened its mouth and let out an earsplitting roar, causing the entire party to flinch and stare at it in fear. Even without words, its message was clear: Maizee was beyond that door, and they were the last line of defense. Mario wasn't getting to her without getting through them.

"All right guys, no more messing around. This is it," the plumber said determinedly. "We're beating these guys for good this time! Let's go!"

His partners all nodded and charged forward along with him, and their final battle against the Piranhas began.

The very first thing Mario did was whip out a Fire Flower. He'd suspected that they'd be confronting the Piranhas at some point in this factory, and it looked like he'd been right. He held the Fire Flower out as it shot a bunch of fireballs at the Piranhas. But as they were singed, the poisonous plants did nothing but wince slightly, quickly shaking it off.

Mario stared in disbelief. "That didn't do much," Goomblaine scoffed.

"I know, I know," the plumber groaned, feeling his heart sink as the Piranhas glared at him. The center one immediately hocked up a glob of sludge at him and Goomblaine, and they both dived out of the way just in time.

"I'll take care of this, guys! HIYA!" Hanner shouted, tossing a Shrink Hammer at the left Piranha. It responded by snapping the hammer up in its jaws and swallowing it in one gulp.

Hanner blanched. "Okay, new plan."

The Piranha growled at her and lunged forward, and she frantically ducked into her shell just in time, protecting herself from its massive fangs. While it was trying to bite down on her, Goomblaine quickly ran up and delivered a powerful Multibonk, causing it to gasp in pain and release its grip on the Hammer Sis.

Meanwhile, Stubba and Dulia were ganging up on the Piranha on the right. They were both very light and fast, repeatedly jumping out of the way as it tried to throw itself at them. When it had momentarily exhausted itself, Stubba dashed forward and bashed it over the head with his club as hard as he could – only to have it whip around with lighting fast reflexes and grab him in its mouth.

"EEEEEEEEEEEK!" he screamed as the Piranha tried to crush him in its jaws.

"HEY! You let him go!" Dulia shouted. She floated into the air and tried to ram into it, but it just sent her sprawling with a flick of its head.

"SOMEBODY HELP!" the little Clubba shrieked, starting to panic.

Snatchel immediately broke off from his fight with the center Piranha as he saw what was happening. "Hang on, little partner!" he shouted, charging forward and using Grab Dash on the Piranha. He rammed into it and yanked Stubba right out of its mouth, quickly carrying him to safety.

Mario stared at him. "I thought you could only steal items."

Snatchel just shrugged. "Sometimes, you gotta improvise."

Meanwhile, Hanner decided to bust out the big guns and used Multi-Throw, hurling at least a dozen hammers at the Piranhas in quick succession and striking all of them. Mario quickly joined in and wound up his Super Hammer, knocking the left Piranha in the head and sending it knocking into the other two.

The left Piranha rewarded Mario by spewing a hissing glob of poison at him with such force that it actually knocked him backwards and pinned him to the ground. He cried out and struggled to get away, but he wasn't fast enough. The Piranha shot its head at him, only for Dulia to immediately generate a Plasma Shield around Mario. The poisonous plant crashed its head directly into the pink shield and howled in frustration.

While Dulia was distracted, the center Piranha tried to lunge at her, only to be caught off guard as Stubba unleashed his Hyper Bounce and flew back and forth between all three Piranhas, moving much too quickly for them to snatch out of the air. Goomblaine to follow up with a Headbonk on the nearest Piranha, but was too slow and was instead sent reeling from a poisonous chomp.

Mario completely lost track of how long the fight went on. It was complete chaos. He and his partners were fighting desperately, for their very lives… but for all their efforts, their team still didn't have a clear victory. Both they and the Piranhas were running low on energy, and it was impossible to say who would be taken out of the fight first…

"Mario, I don't know how much longer we can keep this up," Hanner whimpered as she staggered backwards in exhaustion, barely dodging the grip of a Piranha.

"I know, Hanner, I know," was all Mario could say. He was so tired he could barely stand, and it was all he could do to swing his hammer at the Piranha to keep it from getting close.

"But we can't lose! There's gotta be something we can do!" Stubba cried desperately. Snatchel was trying to keep the right Piranha pinned down with his lasso, but he was fighting a losing battle.

Mario gazed hopelessly up at their opponents. On either side of him, his partners were using up their last ounces of strength trying to keep the Piranhas at bay. He knew deep down that unless he did something fast, they were going to lose.

"We need fire," he finally decided. "That's the only thing that's going to finish them off fast enough."

Hanner stared at him. "Fire? But those Fire Flowers are useless, Mario… we've got no firepower!"

Mario grimaced, knowing she was right. His heart was hammering… but then he looked at Dulia and remembered.

"No… that's not true. Not even close!"

Dulia immediately realized what he planned to do. She dutifully ran up to him, and they grabbed hands and shouted loudly enough that their voices could be heard throughout the factory.

"Fire Away!"

Countless plumes of fire suddenly materialized around Mario and Dulia, causing the other partners to jump back in shock. The fireballs circled around the duo for one moment before finally shooting off, streaking toward the three Piranhas and pelting them with tremendous force. The room lit up from the light of the blazing fire as the Piranhas shrieked in pain, going up in flames…

And then it was over. The fireballs finally dissipated as the three defeated plants toppled over and crashed to the ground.

Mario's team braced themselves, but there was no need. Slowly and weakly, their opponents retreated back into the hole in the floor, and in a moment they were gone.

Mario's team was alone.

"We… we did it," Dulia breathed.

"We sure did," Mario agreed. He stood where he was, feeling slightly overwhelmed that they'd finally defeated the Piranhas once and for all… but still, he knew that the real fight, against their master, would be even worse than this.

And it was about to start.

"That's that, then," he said quietly. "We made it. This is it, everybody. We're stopping her. We're ending this now."

The team members all glanced at each other, filling with worry and dread at what they were about to face, but knowing they had no choice but to go on.

They were shutting down the factory, and they were saving Chronoside.

They walked up to the door, pushed it open and walked on through.

––

They were surprised to find that the door led out to only a small ledge, seemingly a dead end. They couldn't go any farther, but they quickly realized they didn't have to.

All of them saw it at once. They were standing in another huge, multi-story room, and down one floor from them was another metal catwalk that stretched across the room.

There were two people standing on it, facing off against each other.

"It's Maizee… and the mayor!" Hanner gasped as they all crowded around and stared down.

"The mayor's okay!" Dulia whispered in relief. "He's fighting back!"

"Have you heard, Maizee?" Bulbin snapped at her. "Mario just beat those Piranhas of yours! You couldn't stop him! He's going to be here any minute!"

Maizee just bristled at him. "I don't care! You know I don't care! I've done everything I can! I say let him come!"

"You're going to attack him again, Maizee. Do it now."

"No! Don't you get it, Bulbin? It's pointless! He's stronger than both of us, and despite all your best efforts he's coming here to stop you right now!"

Mario's eyes bulged. His heart nearly stopped.

"What – what is she saying?" Hanner whispered incredulously. His partners all looked shocked. They looked mortified.

"He's not stupid, Bulbin," Maizee went on. "He's going to figure out that you staged that kidnapping so you could lure him here! It's just too bad you didn't count on him being strong enough to make it this far! Now he's going to find out everything you've done, and he's going to ruin you! You're going to find out what you put me through!"

"Have you forgotten your place?" Bulbin roared at her. "Have you forgotten what I'll do if you don't listen to me? I order you to attack him again!"

"No, Bulbin," she replied with an awful smirk. "Mario's here. He's going to beat you. You have no power over me anymore. You're through."

Bulbin was shaking with rage. His face was turning red.

"That's where you're wrong!" he shouted. "Mario will never find out the truth if you're not there to tell it to him!"

At that very moment, the three Piranhas suddenly came bursting out of the floor behind the catwalk. Maizee spun around and stared up at them, looking terrified.

"What – what are you doing?" she cried out as they gazed down dangerously at her. "You three… it's me! Don't… don't you remember me?"

The answer to that was all too plain. The Piranhas showed no sign of familiarity, no trace of affection as they towered over her, dripping poison and swaying erratically.

They had lost too much of their minds to even recognize her.

"You should have known, Maizee," Bulbin said in a low voice. "Above everything and everyone else, they are loyal to me. After all, I made them."

He looked up at the center one and said only: "Do it."

It lunged at Maizee and dug its fangs into her chest.

Mario cried out. He heard Hanner and Dulia scream.

Bulbin watched the whole thing without a trace of emotion. Maizee let out an agonized, unearthly shriek as the Piranha whipped its head back and forth, gripping her in its jaws and flailing her around as though she were a limp rag doll. Finally it threw its head to the side and released her, and Mario thought he saw the light leave her eyes as she slammed into the wall and slid down, plummeting to the ground floor far below.