MLP: Lord of the Skies

by The Bricklayer


4: Devils in the Dark

“Scootaloo?” Sweetie asked. “...Not that I’m ungrateful or anything, but why’d you choose me of all ponies to come with you on your little trip to Baltimare?”

“Because you’re my b-best friend, and I-I wouldn’t feel right about not taking you anywhere, that’s all…” Scootaloo stammered out. Truth be told, anyone with a brain could tell it was clear Scootaloo thought of Sweetie Belle as more than just a best friend, but she needed to work up the nerve to actually confess to her. 

Oh goddess, what was wrong with her? Sweetie was still… Sweetie, just cooler, right? All she had to do was just act natural around her and all would be well right? Surely it couldn’t be that hard to just tell her that she ‘liked’ liked her. 

For a brief moment, Scootaloo wondered if Princess Cadence had anything to do with this. Given her title and all, she wouldn’t have been entirely surprised.

“Scootaloo?” Sweetie asked waving a hoof in front of her friend’s face. “Hello, you in there? Equus to Scootaloo?”

“Yeah… sorry,” Scootaloo said. “You were saying something Sweets?”

“Sweets?” Sweetie Belle smiled. “Giving me nicknames now?”

“Well… I… Uh…” Scootaloo stammered out as Sweetie Belle giggled to herself. She wasn’t blind, she could tell from a mile off that Scootaloo liked her. Not that she minded, really. Scootaloo would always and forever have been her first choice if she was going to fall in love with any of her friends. She just seemed to ooze out confidence, all with a cocky grin and a mane style that just seemed to scream: ‘look out world, here I am!’

Truth be told, Scootaloo was the one that came up with a lot of the schemes for the Cutie Mark Crusaders, or at least seemed to be their ‘flagbearer’ if you will. She never really gave up, in spite of the odds, and Sweetie Belle supposed that was what attracted her to her.

It also really helped that she was very, very cute as well. 

Sweetie Belle suddenly started to giggle.

“What?” Scootaloo asked. “What’s so funny? Come on Sweets, just let me in on the joke here!” 

“Nothing…” Sweetie Belle giggled. “Oh, okay. I’m just thinking about how you’d never be able to convince my sister to get out on this boat and go fishing. The last time my dad did, Rarity outright fainted when she learned she had to cut some icky worm. Her words, not mine.”

Scootaloo had to stop herself from laughing. “Yeah, that sounds like her alright. As much as I adore your sister, she-”

“Oh, you adore my sister, but not moi?” Sweetie Belle asked.

“Well, no, but I mean-” Scootaloo stammered out before she realized her friend was laughing. “...Oh haha, real funny.”

“I’m sorry Scoots, but you’re just so easy to tease.” Sweetie replied.

“Scoots?” Scootaloo asked before smirking and booping her friend on the nose. “Now who’s the one giving out the nicknames eh?”

Then she noticed her father, and she let out a sigh of resignation. Of course, he was always too damn busy with his kaiju to even enjoy a vacation.

“Dad… come on,” Scootaloo begged. “Just enjoy a day in your life for once, huh?”

“I’m… I’m sorry, dear,” Snap sighed. “It’s just… well, the Titans, they-”

“Fascinate you?” Scootaloo deadpanned. “Well, I’ve certainly heard that before. You know, there’s a reason why mom left you. And it’s all because you’re always too wrapped up in your work to even… Ugh, I don’t even know why I’m talking to you about this. It’s not like you’re going to listen or anything.”

Sweetie Belle watched all of this with a sigh. Even before Scootaloo had learned just what her parents did for a living, her relationship with them had been… strained. There was a reason why she looked up to Rainbow Dash as she did, as she was convinced Rainbow at the very least would always be there for her whenever she needed her.

“One day ...l met a guy who runs a cargo boat offshore. So he places a couple of frequency monitors on buoys for me out there in the bay,” Snap replied. “Thought it might make some great early warning system for Monarch just in case some Titan decides to get a little too close to a city for comfort. Maybe we’ll even catch a glimpse of the Big Guy himself. He hasn’t been seen since Saddle Arabia, and maybe that’s a relief to some people but for me? I’d just kill to see one glimpse of Godzilla before I go. To be honest, I'm kind of hoping that he does show up again. Otherwise, I'll be out of a job!”

Scootaloo had already turned away from her father, paying him no mind. Whenever he got going about a Titan, it was just like talking to a brick wall. You’d get nowhere, really. She hoped Rainbow Dash was having a better time than she was, seeing the sights of Baltimare. Then, something caught her eye. Something in the waters beyond. Reaching for her binoculars, Scootaloo looked out into the distance. 

Scootaloo’s eyes widened as she peered out into the bay, seeing the sails of a truly massive dinosaur scything through the water, dropping her binoculars in shock.

“Dad!” She shouted, gesturing wildly. Snap Shutter’s eyes widened as he saw it as well.

“Brace for impact!” Snap shouted. To his surprise, however, Snap Shutter never felt the boat beginning to even capsize, as Titanosaurus seemed to vanish. And then he realized, with the stallion running to the other side of the boat and watching the creature vanish beneath the waves. And it was heading on a direct course to Baltimare...

“Oh, sweet Celestia…” Sweetie Belle whispered as she looked out towards the city, rising high above the landscape. “...All of those ponies.”

And then she remembered who else was in the city. “RARITY!”

Of course, as it turned out, Rarity wasn’t the pony everyone on that boat should have been worried about. “Oh Scootaloo…” Sweetie Belle thought to herself fighting back a sob. So much for those early warning signs, hmm?

She didn’t blame Titanosaurus, not really. There was no way he could have known who would get caught up in his little battle with Kamacuras. He was just defending his territory, which just so happened to be the area around Baltimare. No, that was incorrect. She vaguely remembered Snap mentioning that Titanosaurus had actually left his usual hunting grounds, because he’d felt threatened by something. That something had happened to be Kamacuras. 

Of course, there were those who were probably positing already that Titanosaurus had come to Baltimare to save it from the giant mantis monster, but that was silly… right?

“Sweetie, are you… okay?” Rarity asked. “...Oh look at me, what am I saying? Of course, you’re not okay… For the record, I’m so sorry.”

She hugged her little sister tightly. She’d seen Sweetie’s room, the bedside table already awash with sympathy cards as soon as the news -as it always did with the gossip chain- made its way to Ponyville. And she’d been watching her closely. Rarity had seen her sister, just barely making an effort to try from breaking down entirely.

“There was nothing you could have done, sis,” Sweetie said. “There was nothing anypony could have done. Sometimes these things just… happen.”

“That’s a very mature outlook, Sweetie,” Rarity acknowledged. “Be that as it may, I still just want to help you through this as best as I can, okay? I… I hate seeing you like this, alright?”

Rarity could only guess how Rainbow Dash was holding up. The mare liked to wear her emotions on her sleeve, in a manner of speaking, but as the incident with Tank proved she could also hide her pain. But then again, there was a sharp difference between a beloved pet and a family member. Actually, now that Rarity thought about it, she hadn’t seen Rainbow Dash in a few days now. She’d asked Twilight what might have happened to her, but apparently the two weren’t on speaking terms right now.

Rarity could only begin to guess what had happened. 

“I… I understand, and thank you,” Sweetie whispered. “Thank you, sis. I’ll… I’ll try to keep my-”

“Keep your chin up?” Rarity asked. “Be that as it may, I still think you need to allow yourself a bit of time to grieve, really. Just take a few moments to yourself, and allow yourself to cry okay? I won’t intrude, and I will pretend not to hear.”

“T-Thank you,” Sweetie said. “But I’m fine, honestly, I am!”

Rarity didn’t look like she believed her.

“...If you say so,” Rarity thought to herself. “Take your time sister, okay?”

Rarity wandered outside to flip the ‘closed’ sign on the door of the boutique before she spotted Rainbow. She was sitting atop a nearby cloud and looking as if she’d rather not be bothered. Well, Rarity decided. She would not let her friend grieve alone.

“Rainbow!” Rarity shouted. “Can you come over here, please? It’s… well, I just want to talk, okay?”

“If this is about sympathies,” Rainbow asked. “Then you can shove it where the sun doesn’t shine okay? I’ve had enough on my plate to deal with, without you sticking your nose into my business okay?”

Rarity let out a growl and pulled Rainbow down with her magic. “Now you listen here, understand Rainbow Dash? I will not allow you to hole yourself up away from the world, are we clear on this? That is not what you need. This is a time when you need your friends. And I will be damned if I allow you to-”

“Grieve alone?” Rainbow snapped at Rarity, making her take a step or two back. “Yeah yeah, I’ve heard it all before.”

Rarity knew what Rainbow was doing, lashing out at the world so nobody could see her cry. She could admire Rainbow for that, in some ways. Trying to keep her strength up in public, so nobody could think she was falling apart. But it was quite clear to anyone she was, as from the bags under her eyes it was obvious Rainbow hadn’t slept in days. 

“Damnit Rares…” Rainbow whispered. “You just won’t give up, will you?”

“Of course I won’t,” Rarity replied, hugging her friend. “It’s the least I can do…”

And finally, at this, the dam broke. Rainbow began sobbing into Rarity’s shoulder. Rarity picked up a few bits and pieces of course, hearing things like how Twilight wouldn’t let Scootaloo rest and how some of her dear friends had been killed by a giant pterodactyl. Through it all, Rarity just listened and allowed her friend what she needed. “Shh… it’s okay, you needed this. Go on Rainbow, it’s okay.” she whispered.

Yes, there were a few ponies staring at Rainbow suddenly breaking down sobbing into Rarity’s shoulder in the middle of the street. But a quick glare from the Element of Generosity warded them off from asking any questions. “It’s alright Rainbow, I’m here. For as long as you need me. I’ll be here for both you, and Sweetie. Always.”


Meanwhile, Snap Shutter went over his choices in life. He could have prevented this, he knew he could have. If he’d just paid closer attention to the buoys, he could have gotten the boat out of there in time before Titanosaurus arrived. “I should have spent more time with you, my darling daughter, if I knew this was going to happen. You were right all along, I spent way too much time wrapped up in my work, and now look at what’s happened. I’ve lost you forever.”

Of course, that was now all in the past, and he now had a bigger problem.

“Yes, I thought... I think now I may have made a mistake…” Meadowbrook said, looking out to the nearby lake, Soulshine following her gaze with a thousand-yard stare. Out there in the lake was a massive rose bush, of sorts. It moved in the winds, and if Snap Shutter didn’t know any better he could have sworn the sounds coming from the bush itself were the wails of a young mare.

An eerie silence settled over the group as they slowly took in what they had created. A fusion of a pony, a rose, and the King of the Monsters himself. The G-Cell bottle lay shattered on the floor, Meadowbrook having dropped it upon realizing what exactly it had contained.

“I wanted to save her,” Soulshine whispered, the floor around them having massive roots growing through it. “I just wanted to save her. Honestly, I did.”

“And in the process,” Pharynx said as he walked up. “You may have done just that. But what else have you created?”

“Scootaloo…” Snap whispered to himself before turning to Pharynx. “Is she… is she still alive in… that thing?”

Pharynx’s expression hardened. “Find me the Shobijin.”


Twilight quickly heard the news and had locked herself away in her chambers. Starlight Glimmer was outside, begging to let her in. Twilight would not allow it. She just needed to be alone right now, collect her thoughts. 

“I’m sorry Starlight,” Twilight thought to herself. “I… I know you want to help, but I’m not sure what you can do right now. And to be honest, helping others is what got me into this position in the first place, right?”

She knew this was all on her, she’d thought up the idea to bring on Mage Meadowbrook and possibly try and save what little left of Scootaloo there actually was. She’d paid Rainbow’s ranting no mind at the time, just wanting to help protect her subjects. Maybe she should have paid closer attention to one of her oldest friends instead of just trying to prove herself worthy of the crown.

In her gut, even back then she’d known Rainbow was right. She should have just let Scootaloo’s spirit rest. But she was too stubborn for that, and in the process of wanting to help Rainbow may have accidentally given Scootaloo a fate worse than death. 

“Goddess, I’m no Princess…” Twilight said to herself in disgust. “At least, I’m not worthy of calling myself one right now. I’m just a wreck!”

She let out a scream and tossed everything off her desk, before breaking down into a small sob. All of her arrogance and her stupidity had finally caught up to her, and now a heavy price was paid. “I’m sorry… Scootaloo.”

Then the door was blasted open and Starlight walked inside her teacher’s chambers. “I thought I told you to leave me.” Twilight asked.

“And I know when you’re left alone like this,” Starlight began. “You generally do something stupid, or you get so wrapped up in your problems that you just lose yourself.”

“...Well, I think I’ve already pretty much done that, really…” Twilight grumbled. “Or have you missed the news about a gigantic rose growing in the middle of Lake Canterlot? You’re absolutely right Starlight. When I get so caught up in my problems I do lose myself. I caused this, don’t you understand? I caused this, by allowing it to grow and not shutting down the experiment at the start!”

Then she felt a sharp stinging slap and rubbed her cheek as she looked at Starlight, the mare having drawn back her hoof. 

“Look at yourself,” Starlight told her sternly. “You’re the greatest magician I’ve ever known, you taught me all that I knew. You saved me from myself, and now just because you made one mistake you’re going to just lock yourself away from the world? No, that’s not you. Or maybe it is, and I was wrapped up in an illusion that the Twilight I thought I knew… well, it turns out she apparently never existed. Well,” she shrugged before going right for the jugular. “I guess Princess Celestia was wrong to place her faith in you. Looks like she and Luna retired a bit too early!”

Twilight stared at her, stunned before she looked furious. “Princess Celestia placed her faith in me for a reason!”

“A reason which I’ve yet to see right now,” Starlight deadpanned. “Because clearly the Princess Twilight she knew never existed, as the one I see in front of me just is too busy feeling sorry for herself to find any solutions to the problems presented to her! Oh no, she’d rather leave her subjects to fend for themselves and just hole herself away from the rest of the world. What a joke!”

She knew it was cruel, but Starlight also knew it was exactly what Twilight needed to hear. And Twilight knew it as well. “You’re… you’re right…” the alicorn sighed before her expression hardened. “No… there’s still a way to save her. I can still save Scootaloo. I can fix this. I can fix this! If her soul still exists, I can transfer it back into her real body, her proper body. I caused this mess, now I have to clean it up!”

It was the least she could do, after all, Twilight thought to herself as she began pulling books off the shelves in search of that one magic spell. Scootaloo shouldn’t have had to suffer any longer. 

And Starlight smiled. “That’s my girl.”


Far away, on Monster Island, Battra had detected the stirrings in the earth and had heard Rodan’s awakening cries. If he could have sighed, he would have. Damn ponies, they never knew when to just leave certain Titans be. Rodan was an especially irritable Titan, and had a tendency to cause more trouble than he was actually worth. 

Clearly, once again, he would have to clean up after the small ones and their messes. He doubted the Shobijin or Mothra would approve but what they didn’t know about wouldn’t hurt them right?

Taking to the skies, the Battle Moth unfurled his wings and let out a cry. Battra Leo was coming, and woe betide those who halted him in his mission.


Ocellus wandered through what remained of the town, demolished buildings on every side of her. Everywhere she looked was the remains of civilization. Ashes drifted in the air, a thick plume of smoke rising from the volcano, cries of an ancient creature echoing out in the distance. She knew he was here, Rodan. The problem is, well she didn’t know exactly where the giant pterosaur was. Storm clouds rumbled above in the gloomy night, and Ocellus shuddered. Either one of them could have been right above her, and she never would have noticed it until it was far too late to do anything about it. Maybe it already was.

“Well girl,” the little changeling thought to herself. “You wanted to get up close and personal with a kaiju? Well, looks like you got your wish. Presuming you survive this, or are found, you’ll have quite a paper to present!”

She laughed nervously. “Well… guess it’s time to find the way out of… here…” Ocellus breathed as she then halted in her tracks, not because of the lava stream in front of her but because she heard a cry for help. It was barely audible over the general calamity, but she could still hear it. 

Ocellus broke out into a gallop, her wings buzzing as she took to the air. Eventually, she found herself in the ruins of what was possibly once the town hall. Looking behind the rubble, she saw a family along with whom she swore to be Star Hunter trapped behind some rubble.

“O-Ocellus?” Star Hunter stammered. “What the hell are you doing here?”

“...Um, graduate paper?” Ocellus blushed. “D-Don’t worry, I-I’ll get you out!”

“Yeah, as soon as I figure out just exactly how to do that!” Ocellus thought to herself. Then she had her lightbulb moment, remembering something she’d seen Pharynx do at times. A flash of green fire and Ocellus changed into the biggest thing she could think of. In her case, it happened to be a lizard with a bony white head. It was something she’d had in her mind lately, helping doodle illustrations for Gallus’ novel. She didn’t actually know if it would go anywhere but it helped to have a hobby. And now that hobby was saving lives, in a way.

Using her new form’s massive jaws, she pulled away as much rubble as she could before transforming back, practically collapsing in a heap. Star Hunter ran out and helped her up.

“...You foolish little nymph,” Star Hunter lectured looking quite furious. “You didn’t have to do that! Actually, what was that? I’ve never seen it in any book…”

“It… it was something I dreamed up for art class okay?” Ocellus coughed out as Star Hunter grabbed a nearby rag and wrapped it around her mouth to prevent smoke inhalation. It might not help them by that much, but every little thing to prolong their survival right? 

“...Um, what just happened there? Why is she so… weak?” one of the ponies who had been trapped with Star Hunter asked delicately, searching for the right words. A mare, a dark forest green in color. She spoke with a Trottingham accent. Evidently, she’d been a tourist of sorts. Star Hunter honestly pitied her, such a fine holiday she’d been gifted with really. 

“It’s all a matter of… well, a matter to mass exchange,” Ocellus explained as best as she could to the mare. “The bigger the creature, the harder it is for changelings to maintain the form.”

“Which is exactly why I wished she hadn’t done that!” Star Hunter snapped, his wings flaring in anger briefly. 

“You mean… theoretically, at least, she could change into one of those?” the mare asked him. “One of those kaiju I mean?”

A nearby changeling who’d been trapped with her, well he simply smacked her over the head. Star Hunter looked like he’d been about to do the same had he not been beaten to it.

“No, you dipstick!” the changeling shouted, a bright yellow in chitlin color. “It could very well kill her!”

“Said ‘her’ is right here you know,” Ocellus replied giving him a flat, unamused look. “I… I think I can explain things for myself, really…”

She then shrank back into herself, before Ocellus regained her courage. She turned back to Star Hunter. “I didn’t know you knew so much about changelings.” she inquired eyes widened in surprise.

“Well, when your boss is one, you try and learn all you could,” Star Hunter said. “Just in case. I mean, I trained as a medic. It certainly doesn’t hurt to know changeling biology, just in case you’re ever out in the field and you need to know this crap. ...Not that you ever get put out in the field, because they decide you’re better behind a desk job half the time!”

Ocellus stared at him. “...you been holding that in much?”

“I… I may have been, yeah…” Star Hunter admitted. “...Actually, come to think of it, a nice cushy desk job, -and that’s assuming we ever get out of this mess- does sound mighty tempting really…”

Ocellus let out her first real laugh of the day. Then came a low growl from somewhere off in the distance.

“Oh Celestia and Luna above, please tell me that’s not what I think it was,” Star Hunter muttered to himself. “...Looks like the Rodans aren’t the only thing that we need to worry about. I mean, they’re certainly the biggest, but they are not the only thing.”

“W-What do you mean?” the mare asked. 

“Well, when a city like this gets abandoned,” the yellow changeling, who was named Buzzclaw commented. “The local wildlife take over. That might have been a jaguar or a leopard. Oooh, maybe even a tiger!”

“A tiger!” Deep Forest, who was the mare shrieked out in fear and terror. “Oh goodness, we’ll all be killed!”

“We certainly will be if you don’t shut up!” Star Hunter snapped shooting her a deathly glare. “So shut your piehole eh?”

Deep Forest complied.

“Um… excuse me sir?” a small palomino colt asked nervously. Ocellus’ heart nearly gave out. She recognized him as one of her classmates. Pipsqueak, if she remembered right. “I… I don’t mean to interrupt, but you are going to get me and me mum out of here right?”

Star Hunter sighed. “...well, I can certainly damn well try to, at any rate!”

“Don’t worry,” a familiar soothing voice said and Ocellus gave out a relieved smile. She knew that voice. “Me and Star Hunter, we’ll get you out of here. I promise.”

“Fluttershy, as I live and breathe,” Star Hunter said as the butter-yellow mare wandered out of the gloom. “You seem to have a knack for getting up close and personal with kaiju. I mean, first, it was Mothra and the MUTOs, now this! We really should be offering you a job!”

“No… No thanks,” Fluttershy giggled. “I’m really rather happy where I am, really!”

“Professor?” Pipsqueak piped up. “What are you even doing here?”

“Well, I was actually here on vacation, like you really. I… I saw the battle, and I ran and hide…” Fluttershy admitted shamefully. “If… If only I could have helped, I might have been able to calm those creatures down!”

“Or you could have been killed,” Star Hunter said. “There’s no shame in running and hiding, especially when Titans are involved. At any rate, I’m so glad you’re here now. Between your skills with animals, and mine with field medicine, we might just make it out of here alive!”

“...Um, I don’t mean to burst anyone’s bubble or anything,” Ocellus squeaked out. “But I think we should be running now!”

She was right, and Fluttershy let out a shriek as a massive jaguar leaped out of the darkness with eyes flashing. 210 pounds of muscle barreled out, ready to render limb from limb. But Fluttershy stood her ground and looked at the massive feline dead in the eyes.

“Oh great, she has a death wish! So much for the Element of Kindness!” Forest said. “She’s going to let us all be killed, I guess it’s one for all now right!”

“Shut up!” Ocellus hissed out at her. “If I think she’s doing what I think she’s doing…”

“What, buying us time to escape by sacrificing herself?” Forest asked. “...well, I suppose that is kind in a way…”

But the jaguar decided to back off, the force of Fluttershy’s infamous Stare scaring it, and suddenly making it decide that there was better prey.

“Yep, I’ve still got it,” Fluttershy whispered. “...Though, I really shouldn’t be patting myself on the back just yet… We still need to get out of this city. There’s a trainyard nearby, right?”

“Yeah, but I don’t think there are any trains that we can actually, y’know, drive,” Ocellus said. “I mean, they were probably all crushed by Rodan’s little flight to freedom.”

“Well, it’s either that or brave the jungles, little missy,” Star Hunter said. “Between you and me, I favor the possibility of a train.”

“Point taken,” Ocellus admitted. “Now, which way do we go?”

“Say we make it there,” Buzzclaw said as the group headed out. “Does any one of us actually know how to even operate a train? I mean, it’s not like we just press a button or anything. Trains are complicated beasts.”

“My da has a model railway in his basement,” Pipsqueak piped up. “He’s… well, he’s a bit of a trainspotter really. He knows a little bit about everything regarding trains actually!”

“And don’t we know it!” Forest muttered. “...Celestia, I never thought your father’s bloody obsession would actually ever come in handy one day!”

Fluttershy looked pleased with this. “I’m so glad you’ve been paying attention to him! Now, let’s get moving, shall we? I’d rather not stay here for long, in case that jaguar comes back.”

“Agreed.” Star Hunter and Ocellus said, blinking in shock before smiling at each other. 

“You know what?” Ocellus asked. “I think we might make it out of here after all…”

It was a bit of a journey actually making it across the city, with plenty of near misses and dangers to avoid, such as streams of lava. Several times, the group had to backtrack and actually find a different route across. It was trying, to say the least. Somehow, Ocellus had managed to get herself separated from the group, and was currently calling out to see if she could find them again. That, however, turned out to be not her biggest problem actually. She’d actually backed into something… rather large and only realized what she had come across when she felt the heat. She nervously looked up, and her eyes widened. She suppressed a sharp gasp when she looked up to see the massive Rodan male preening his mate.

They nuzzled as the male presented a massive hunk of meat to her, the female swallowing it. Ocellus let out a squeak before she covered her mouth in shock as she realized as what had happened. “Oh by the hivemother, I’m going to die. I’m going to die!” she thought as the female Rodan leaned down close to inspect her. 

During this period, Ocellus got a very close look at the female. She was bright in color, almost fiery red with an equally bright yellow chest. Only her head was a dark color, almost black. Compared to her, the male was much darker covered in smoldering shades of crimson and gray resembling a volcano. He was also, as Ocellus had priorly observed, MUCH bigger.

Rodan inspected the small insect below her. She was certainly a brave one, even if her mate didn’t seem to think so. He leaned forward and nearly snapped her up. His mate had to drag him back into line, biting down on his head horns with her beak. 

She actually felt sorry for the little one, it was clear she didn’t mean to be here nor did she actually want to be. She was… afraid of her, and it shamed the Fire Demon. She didn’t feel she deserved that moniker, and if anything wanted to live in… relative peace with the small ones. It was clear that they owned this planet now. While she’d never go as soft as Mothra and allow them to touch her and go out of her way to protect them she would leave them be.

Ocellus looked the Fire Demon in the eye, and her heart rate returned to normal. This… this was just an animal after all, and she deserved her place in the world just as much as Ocellus did. Gathering her courage, Ocellus reached out with a hoof to touch the Rodan’s beak. Maybe she was being foolish, maybe she had a death wish. But it was clear this creature was intelligent, she had saved her from its mate. Ocellus owed it the benefit of the doubt. For all of the destruction she had caused, the female had been only defending herself and her territory after she had been attacked.

To her great surprise, the female Rodan obliged her. Beauty and the Beast regarded each other, and made their peace with each other in the ecosystem. They would not harm the other. The male for his part looked furious and poised to strike. 

“YOU!” came Fluttershy’s voice as she stepped forwards eyes blazing with a fury never before seen. “Step away from my student! Yeah, that’s right! I’m talking to you buster! Yes you, you great big… meanie!”

Ocellus gaped, and she could have sworn the female was as well as they looked at the normally timid pegasus berating the One Borne of Fire. The male for his part didn’t quite know what to think. It was like his mother had risen from the grave and was scolding him. Did this little flying creature really think she had the right, or the ability to treat him this way?

But Fluttershy was not backing down, not one bit.

“Who do you think you are?” she asked snorting angrily. Rodan took a few steps back in shock, the male pterosaur looking stunned. “Where do you get off on the right to treat my student like this hmm? Just because you’re bigger than everyone else doesn’t mean you get the right to treat her like she’s beneath you!”

The female Rodan decided then and there, well this one had her respect. It was not something she gave freely, as the rainbow one had learned. But this pegasus had it.

The male still didn’t know what to think, really. This was a tiny, tiny creature and it was treating him like he needed to be scolded! He was the Fire Demon, the Terror of the Skies and somehow this little one was frightening him so. Even more than his King, if you could believe it. Comically, he was now hiding behind his own massive wings, ducking his head not be seen.

It was all Ocellus could do to stop herself from laughing. She had to keep herself from laughing, save what little of Rodan’s dignity remained. Then she heard a high cackle, and it took her a moment to realize what it was. The female, she was laughing!

“Come on Ocellus,” Fluttershy whispered to the little changeling. “Back away now... Pretty please?”

Then she turned her wraith back to the male Rodan who looked betrayed by his mate changing her tune. “You… you… You do not get to eat my student! Nor do you have any right to even think of doing so! She is under my protection, understand! If there’s anyone you even fear, I will make you fear me more! My name is Fluttershy, tamer and friend of the Spirit of Chaos and I will make you heel to me!”

Rodan let out a squawk of shock, this little one had tamed the Spirit of Chaos and even befriended him? Okay, it was clear. This one frightened him even more than his Majesty! And he could breathe fire and face down the Golden One without breaking a sweat!

Ocellus hugged Fluttershy, as soon as she could finally break away from the pair’s gaze. She whispered many “thank yous!” over and over again. She hadn’t actually thought she’d be able to escape those two with her life.

“It’s what I do,” Fluttershy smiled weakly. “I would gladly give up my life to protect my students.”

Unknown to her, the male had heard. She would give up her life, all to protect her students and even face down one such as he? Clearly, she was either suicidal… or very very brave. He hadn’t made up his mind as to which yet. She was worth watching, that was for sure.

Fluttershy and Ocellus ran as far away from the nesting pair as they could, not wanting to stick around and bear their wraith. If they knew they needn’t have feared either, they probably wouldn’t have run so fast. But it wasn’t like they ever wanted to stick around and find out what either Rodan thought of them.

Eventually, they made their way back to the group, having reunited in a train yard where lo and behold transportation sat.

“Where were you?” Buzzclaw asked. “Goodness, I’ve been a nervous wreck!”

“He has been,” Star Hunter deadpanned rather unhelpfully. “He’s been flashing between forms for the past half hour or so!”

“Gee, thanks for giving away my dignity,” Buzzclaw deadpanned. “But seriously, he’s right. We didn’t know what happened to either of you! We thought you’d surely been eaten!”

“Never mind that,” Fluttershy said looking up at the massive steam train in front of her. Even in the gloom, the 2-6-0 wheel arrangemented train’s red paint shown. “Can you get it started?”

“Well, we can try at any rate!” Star Hunter said. “I’ll find some coal to shove into the boiler. It’s high time we take our leave, I think!”

Fluttershy smiled and blew the whistle. She blushed unashamedly. “...I always wanted to do that.”