That was Donna-Marie Francis' shock realisation as she peered into a vehicle flipped upside down on Amohau St yesterday morning.
Luckily, no one was injured in the crash, which a witness says involved three vehicles.
Francis was walking to her car in the Farmerscarpark when she heard a bang. She said a car turning left on to Amohau St from Rotorua Central had crashed into a parked car and flipped.
She ran to the upside-down car and saw a woman in the driver's seat and noticed children's toys in the car.
What made her panic was not hearing any noise from the child.
"He wasn't responding and I was worried he needed more help ... I have four children of my own so I guess motherly instincts kicked in."
She said there were so many people around, which was probably a good thing as it meant the woman and child got help quickly.
"I just thank God there were no pedestrians around."
Francis said seeing something like that in the middle of town on a busy morning had upset her so much, she decided to drive to Pāpāmoa for the rest of the day to "cool off" and "calm down" by having a swim in the ocean.
Witness Josh Roberts said he was at the traffic lights on Amohau St coming from KFC and turning right into Rotorua Central when he noticed a vehicle coming in the other direction nearly collide with the car with woman and child inside.
He said the car with the mother and child appeared to take evasive action to avoid the crash and veered into the parked car.
"When I saw the kid I was just thinking of my own little boy at the time."
He said the doors were locked and he and another person talked the upset woman through unlocking the doors so they could get them out safely.
"The restraint for the child, who was about 3 or younger, was holding him up and he had his hands on the roof. He wasn't making a noise but you could see he didn't like the position he was in."
Roberts said he was lucky to be in the right place at the right time and be able to help.
Police were investigating the crash but no arrests had been made, a spokesperson said yesterday.
The crash closed both lanes on Amohau St while emergency services worked to clear the scene. The flipped car was towed about 10.30am and the lanes reopened