• Published 23rd Apr 2014
  • 4,268 Views, 294 Comments

MLDC Next Generation: Know Fear! - Michael_Ravencroft



"Starburst of Equestria, you have the ability to instill great fear!"

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Fear Lantern vs. Steel Wing

Twilight barely remembered what happened, all she could feel right now was pain. Her legs, body, even her mane and tail hurt. She was aware of a weighty object around her neck, and something else that felt foreign on her horn. Slowly, Twilight opened her eyes, wondering where she was. She took in her surroundings very carefully. She was lying on a, very uncomfortable, stone floor. In front of her were wrought iron bars, making it look like a prison cell.

That’s not right, she thought, why would I be in a prison cell?

Twilight gasped when her memory finally kicked in, she bolted to her hooves only to feel all the aches and pains slam her all at once, nearly making the alicorn mare fall to the floor. Twilight examined her body, she was covered in scratches, some were obviously large gashes, but they were healing fast. She had her alicorn physiology to thank for that.

“Look who’s finally awake.”

Twilight looked to her far right and saw a pony walking towards them, a unicorn to be exact, one she knew.

“Pinpoint! How could you do this! How could you – AAAAHHH!!!”

Twilight’s body was suddenly racked with pain as the collar around her neck shot electricity into her. The alicorn mare stumbled at bit, but she stayed standing, refusing to show weakness to this traitor.

“I’d be careful High Princess Twilight, even with the Magic Seal Ring on your horn, the Feedback Collars can still sense a buildup of magical energy within you, and will shock you with a jolt equivalent to the power you were amassing. So I’d advise against using magic, or thinking of using it.”

“Why Pinpoint, why on Equus would you betray your homeland, your friends and family!?”

“You don’t get it, do you Twilight Sparkle. The griffons are stronger than you think; you don’t honestly believe they didn’t see this coming!? They’ve been planning this for years, and now they’re ready to strike full force. Equestria will not stand, and when the day comes that they invade the homeland, I’d rather my family and I be well treated slaves than seem them killed!”

Twilight couldn’t believe what she was hearing, if her magic wasn’t being blocked and the collar wasn’t around her neck, she’d snap Pinpoint’s horn off and stab him in the heart with it. She shuddered at the thought; Twilight couldn’t allow herself to think that way.

“And for that, you sold us out…?”

Twilight turned to her left and saw that Valiant Heart was in the cell next hers. Pinpoint, however, didn’t seem phased in the slightest.

“I came to terms with what I’m doing a long time ago.”

“And those soldiers, how long have you had them in your pocket!?” Valiant growled.

“To tell you the truth, I had to use a hypnotic suggestion spell on them. I cast it during our first teleportation off the ship.”

“How, that’s an advanced – to mention forbidden – spell!” Twilight yelled.

“I’ve had to keep some of my more dubious spells under wraps for a while now. I had to use it in order to get on the Avalon and to reassign three of your favored Guards, Captain.”

“Hot Head, Amber, and Lucky! I thought that last minute transfer wasn’t right!”

Pinpoint sighed, “It would’ve been hard to make them do any of this, and really, they would’ve been useful, but the die is cast, those other twelve will do for now.”

Twilight glared at the traitorous unicorn, “So what happens now?!”

“It won’t be long, you’ll see soon enough.” Pinpoint started to make his way towards the door but paused to glance back at Twilight. “For your sake, let us hope that the legends surrounding alicorn immortality are true.”

With that said, Pinpoint left the two alicorns in their cells. Twilight, no longer in the sight of the traitor, allowed herself to fall to ground in a heap, tears fell from her eyes as she cried, she came to free Maretonia, and as a result, fell into the enemies trap.

Lance saw his aunt weeping and wanted to badly to comfort her, but all he could do was reach a foreleg through the gap in bars, and brush her foreleg his hoof. Twilight didn’t bother to look, she merely maneuvered her left hoof to grasp Lance’s, squeezing it as she cried for her failure to save the ponies of Maretonia and giving the enemy an edge over Equestria.


Ponyville, 05hr(s):01min(s):03sec(s) Until Broadcast…

Starburst was waiting at the fountain near the center of town. She fidgeted as she sat there, waiting for Del to arrive. It wasn’t like she was nervous or anything, I mean this was Golden Delicious we were talking about, her best friend, and a sensible stallion, what was there to be nervous about? It’s not like this wasn’t the first time the two of them had hung out together, gone around town, ate, and maybe caught a movie if there was something good playing, you know, just normal stuff.

But…those times it wasn’t a date…We were just hanging out together as friends… Starburst sighed inwardly. Since when did things between us get so complicated? Star raised her right hoof up to eye level, smiling at the invisible weapon that rested upon it. She was getting good at spotting the distortion field, if Star looked closely enough she could make out the insignia of the Fear Lanterns.

“Actually, everything started to change the day you fell from the sky and saved my life. If it wasn’t for you, I’d be lost; I don’t know what I would do if you weren’t there to give me an alternative.” Starburst shuddered a bit, she wasn’t one to wallow in sadness and self-pity, but having your dreams ripped from you could do that even to the toughest mare. “Thank you.”

[Thanks is not necessary, Starburst. I am merely the instrument from which you are to dispense justice.]

“Humble and modest too, I like that.”

Star felt calmer after reflecting with the ring. Since yesterday her friends wouldn’t stop bugging her on how the date was going to go. Claire had suggested that Starburst wear a dress and some “lovely jewelry”, since it was a special occasion and all. To which Starburst respectively declined, the only time she wore a dress was at the Grand Galloping Gala, and it was a mandatory thing to be there, being royalty and all. So there was no way she was going to wear one now.

It wasn’t long before Starburst heard somepony coming; she looked into the distance and saw that Del was rushing towards her. The stallion skidded to a stop before her, panting and taking in gulps of air.

“Sorry…Ah was late…Star,” said Del in between pants.

“You’re not late, you’re on time.” Star pointed to one of the clock poles showing that it was ten o’clock on the dot.

“B-But…Ah saw ya sittin’ here…and Ah left a few minutes early.”

“I just wanted to be early, I didn’t know if it was good or bad to be early, but I didn’t want to keep you waiting…Sorry I made you rush,” said Star, rubbing the back of her head nervously.

Del let out a sigh of relief, glad that he hadn’t kept the young pegasus mare waiting. If there was one thing that his mother taught him it was not to keep a mare waiting. “Nah, it’s alright. Guess Ah’m not the only one a little nervous about this, um, date.”

The word “date” still felt strange to say, for both of them. “W-Who said I was nervous!? I’m not nervous!” Star stood up and stared seriously at Del. “I’m calm, cool, and collected! Nervous, ha, please! C’mon, let’s get this thing started!”

Starburst quickly trotted in some random direction, causing Del to chuckle from the sight. He knew that Star wasn’t all that good at displaying her softer side, often coming out as abrasive and intimidating to others outside of their friends, but Del knew better. He could see beyond that brash, tough as nails, tomcolt exterior, and saw the real Starburst underneath. Kind, caring, hardworking, and loyal, maybe it was because he was able to see this side of her it was made her enticing.

As the two walked through the streets, Del couldn’t help but notice the subtle details in Star’s looks. Her coat, mane, and tail had a nice sheen to it; her wings looked especially healthy, not a stray feather out of place, all aligned perfectly. Del had no doubt that if she were to unfurl them now Star would look like some majestic bird of prey, beautiful to look at, but not so much as to belay her intensity. And he couldn’t help but notice the faintest hint of lilac. She must’ve really cleaned up before comin’ out, `cause that’s not her natural scent, but this ain’t bad either……..Okay, that was creepy.

Starburst couldn’t help but glance to Del a few times. She didn’t want to admit it to him, or let anypony know, but she woke early this morning to get ready for this date. She didn’t know where this new relationship would take them, but that didn’t mean that Star couldn’t put any less than her best effort for their first official date. So she took a shower, taking great pains to make sure that any lingering smell of her hard work in the fields the other day was gone.

She kind of cheated a little after the shower, using the ring to take hold of some grooming tools, a few brushes for her coat, a couple of combs for her mane and tail, and after that was done, Star focused the bulk of her effort on preening her wings. It was usually a task that she had to set an entire day aside for just because of how big they were, but with the precision of the ring, and her knowledge of her own wing anatomy, Star was able to blow through the process in less than four hours.

I don’t think I ever got through a preening session that fast before, not without Mom or Dad giving me some help, and that was only when I was a filly. I wonder if he noticed…? Starburst growled and mentally slapped herself. What do I care if he notices!? I just cleaned up like any other pony would, it’s not like it’s something praiseworthy.

“You look nice today, Star,” said Del.

Star’s ears perked up and her face went red a little as she kept her gaze forward. “T-Thanks…You look nice, too.”

It wasn’t like she hadn’t noticed his subtle details either. Del’s hair was combed out, not a stray hair out of place, his trademark bandanna was still tied around his neck, she never said it aloud, but she liked it. Even though she knew it was something from his childhood, it gave Del the feel of some wild west outlaw who dispensed justice, or a humble sheriff, doing all he could to protect the citizens of some settler town.

“So…um, did you want to grab a bite?”

“So long as you don’t bankrupt me in the process,” said Del teasingly.

That little comment earned him a swift punch on the foreleg, making the stallion wince.

“Jerk.”

“Sorry.”

Despite that little jab, the two of them were smiling. After that little bit, and after much discussing, Del and Star settled on something simple, the Hayburger. Del had decided to pay for the meal, doing his best to be a gentlecolt and pay for his date’s order. Starburst rolled her eyes at the action, insisting that she could pay for her own food, but Del put his hoof down on the matter, and it was already too late, he was apparently quicker on the draw.

Starburst huffed, she could pay for her own food, and she didn’t expect Del to pay for everything. But still, kinda nice being treated like a grown mare for once.

It wasn’t long before their meal came, both had hardy appetites so there was a lot of food to eat, Del’s body burned up any food he put in thanks to his constant work on the farm, Starburst, it still baffled him how much the tiny mare could eat and not gain a single pound in the process.

Neither one said a word as they ate their food; they mostly looked around the restaurant. And as they did, they couldn’t help but notice a few of the patrons who were couples. It was strange for the both of them, they hadn’t really took notice of these kinds of things till now, all the staring and giggles between two ponies, the closeness of their seating arrangement as they too ate their meals.

Wonder if that’s how we look, thought Del.

His face reddened a little thinking about it. He was also wondering if anypony would say anything because of it, given their relative age differences, but then again, many of the ponies in town knew that they were friends, if anything they would just see it as two friends hanging out. Del chuckled internally, realizing how asking a pony on a date could change the atmosphere in which you do everyday things.

Meanwhile, while the two ponies were eating, four pairs of eyes were watching the couple from the safety of the nearby bushes, gazing through the window. One pair, a light-blue, draconic pair of eyes, looked upon the scene with a bit of anger.

“Are you kidding me, of all the places to go, the Hayburger, really!?” she hissed in low whisper.

“Hey, what’s wrong the Hayburger, I worked here last summer, and it’s a well-established eatery,” retorted Candy.

“Maybe, but this is their first date! They should be going someplace special!” Claire argued.

“Relax, Claire, they’re probably just nervous and decided to come to someplace familiar to help them unwind. It’s like when me and Whirlwind first went out,” said Prism. Although, after reflecting on his words he wore a deadpan expression. “You’re right, we need to do something.”

“For the record, I don’t feel comfortable spying on my cousin’s date,” said June.

“But then, why did you come with us?” asked Candy.

“To make sure you three don’t do anything to mess this up. And to make sure that Del doesn’t try anything,” she said in a hushed whisper.

“What was that darling?”

“Nothing!”


Maretonia, 01hr(s):10min(s):20sec(s) Until Broadcast…

It had been hours since Lance and Twilight were captured. Twilight had stopped crying and had devoted most of her time trying to figure out a way out their current predicament. Unfortunately, the collar and seal in combination were doing an all too perfect job of keeping hers and Lance’s magic suppressed. Twilight was familiar with the restraints.

A Feedback Collar, designed as a more medieval method of keeping a unicorn, or any magical creature, from using their magic by sending electrical signals to the pain receptors in the wearer’s body whenever a buildup of magical energy was detected, the amount of pain was equivalent to how much magic was being built up within the one wearing the collar. This was mostly reserved for hardened criminals, or even wild creatures who used magic.

The other device, which was uncomfortably fitted around their horns, was a Magic Seal Ring. It was less on inflicting pain and more about keeping magic from being used all together. It was mostly used to keep unicorn criminals from casting spells; it was also used for rehab purposes, and for unicorns who couldn’t control their magic too well. In combination, these two devices made sure that Twilight and Lance were effectively disabled.

They may’ve had their combined earth pony and pegasus strength, but even if they were able to escape, they were outnumbered and outgunned.

“Do you think they destroyed the Avalon?” asked Twilight.

“I don’t think so, that ship is pretty much a flying fortress. Steel Wing and all the soldiers he brought with him couldn’t take it down. Even if they brought airships, it still wouldn’t be enough; the Avalon has the firepower to go head to head with anything they throw at it.”

Lance flopped onto his back, staring at the ceiling. “My guess, the ship is waiting outside the city. They can’t send air or ground troops with the whole city hostage, and with us in here they definitely won’t make a move out of fear that they’ll kill us.

Twilight sighed in dismay, “So we’re pretty much stuck between a rock and a hard place. I’m so stupid; Celestia and Luna wouldn’t have gotten taken as easily as I did, if not at all! I completely underestimated our opponent…I should’ve planned it out more thoroughly, created a backup plan for the backup plan…Something!”

“Aunt Twilight, don’t worry. I know at least one way we might get out of this.”

Twilight looked to her nephew, “How?”

“The Fear Lantern.”

“You really think she’ll come?”

Lance shrugged unknowingly, “I don’t know, I want believe she will. She came when Stalliongrad was in trouble, and again with Cloudsdale. The Fear Lantern might have some way of finding out about what’s going on; no doubt the Avalon’s told Canterlot what’s happening.”

Twilight wasn’t so sure if pinning their chances of escape on a single mare, even if she was powerful, was a good idea. The Fear Lantern, thus far, has proven to be on the side of Equestria, but with this recent betrayal from their Guard, could a rogue element be that trustworthy? I’ll just have to trust Lance’s judgment on this, I never saw her in action, and she did risk her life to save Cloudsdale from falling from the sky and crash landing on Manehattan…

Suddenly the door to the prison slammed open, Twilight and Lance turned their gazes to the direction of the sound and glared at who was coming towards them. Steel Wing, Pinpoint, and the twelve brainwashed Royal Guards. The Guards had shackles at the ready, making Twilight cringe at what this monster had planned.

Steel Wing stopped before Twilight’s cell; he looked in and smiled smugly at the alicorn mare. “How the mighty have fallen.”

Twilight just continued to glare at him, not giving him the satisfaction of a retort.

“Humph, keep up that stoic façade; you’ll need it for what is to come. Chain them up and bring them out!”

Six of the Guards entered Twilight’s cell, she continued to defy them, thrashing and bucking in an effort to keep them from putting the shackles on her. One of the Guards, having had enough, struck Twilight in her stomach, knocking the wind out her lungs and making her fall to the floor.

“AUNT TWILIGHT!!!” Valiant Heart glared daggers at Pinpoint and Steel Wing. “You’ll pay for that!!!”

“Unlikely.” Steel Wing replied.

The Guards started to put the shackles on Twilight’s hind and forelegs, and one around her barrel to keep her wings pinned to her sides. Twilight winced from the tight restraints; she looked to the Guard who struck her, his face emotionless as she scowled at him. But then, she saw something unexpected, a tear fell from his right eye.

That’s when she realized, these poor Guards weren’t brainwashed completely, some part of them still existed deep in their minds, watching all this unfold and feeling powerless to stop it. The Guard’s tear was, from what she suspected, the only way he could express how sorry he was for doing that to her, and possibly begging her forgiveness.

Twilight looked to each of the Guards, gazing at their eyes and seeing just a hint of the same. The alicorn mare then smiled sadly at the Guards, her silent way of telling them that it wasn’t their fault. Even if this situation was going to turn out bad, the least she could do was comfort these unwilling participants in knowing that they were forgiven and that she held no ill will towards them.

Once Twilight was done getting shackled, the other six moved to Valiant, he wanted to kick their collective flanks, knock out Steel Wing and get his aunt out of here. He glanced towards Twilight, who was lightly shaking her head, knowing what he was probably planning on doing. Reluctantly, Valiant allowed the Guards to restrain him.

The two alicorns were then lead out of their cells. Steel Wing inspected their work and nodded satisfactorily. He then turned around and motioned for the group to follow behind him.

Silence reigned as Twilight and Lance were guided through the palace that once housed the Duke and Duchess of Maretonia. Once the center of government for the Equestrian Territory now was the center of operations for its occupation. Many of the pieces of art were vandalized, screams could be heard coming from somewhere in the building, as well as pleads for mercy, and something else that they didn’t want to think about.

It was a good ten minutes before anyone said a word. “Where are you taking us?” asked Twilight, breaking the silence.

“You’ll see soon enough,” said Steel Wing. “I’m actually glad you were the one they sent here, Twilight Sparkle.”

“And why’s that?”

Steel Wing glanced over his shoulder to look at the alicorn mare, “You inspire others of your kind. The story of the day you ascended is known to many. To them, you are a symbol of what they could one day achieve or at the very least aspire to.”

“That’s nothing new, Celestia, Luna, and even my mother are in the same regard,” said Lance.

“Not exactly young Prince. Twilight Sparkle, the unicorn who defeated the creature known as Nightmare Moon, and returned the moon princess to the throne, Twilight Sparkle, who’s willingness to never give up on her ‘friendships’ allowed her and the rest to overcome the Spirit of Chaos. Twilight Sparkle, who saw through the lies and deceit of the Changeling Queen and helped reunite her sibling with his love, your parents, if I’m not mistaken.”

Valiant Heart snorted and averted his gaze from Steel Wing. Twilight on the other hand, couldn’t help but be intrigued by the griffon’s knowledge of her exploits. “Sounds like you’ve done your homework on me.”

“One must know one’s enemy, if you wish to break them.” Steel Wing saw Twilight flinch from that statement and smiled wickedly. “The point of this is that you, Twilight Sparkle, are one who has won the hearts of many of your citizens, through your lessons in,” Steel Wing made a gagging sound before uttering, “‘The magic of friendship’. And it is what makes you the perfect candidate.”

The group had arrived at a pair of large double doors. The griffon soldiers stationed there pushed the doors open, revealing the courtyard of the palace. But it was what was at the center of the courtyard that made Lance and Twilight’s blood run cold. The structure resembled something similar to hangmare’s gallows. Many of Bucephalus’ population was gathered outside, given a front row seat to whatever deprived display they planned on committing here.

They started to move again, descending the stairs carefully, this was a show, and Steel Wing didn’t want any slipups. The closer the two alicorns got, the more their hearts raced, until they finally reached the stage. Twilight noticed that this didn’t appear to be a normal hangmare’s gallows, from what she could tell, there was no trapdoor; the stage was built high, and solid. Usually the gallows would be barren underneath except for the support beams so that the gathered could see the final moments of the pony being executed.

The posts were built up high, and to the sides were shackles to keep the prisoner secured. But what was really confusing was what swung freely between the posts. It was chain with a pair of cuffs attached, not a rope.

“What is this,” asked Twilight nervously.

“This day, High Princess Twilight, we’re going to see if your legendary immortality is just that, a legend, or if you just possess longevity. Either way, on this day, all will know that even a goddess can bleed.”


Ponyville, T-Minus 00hr(s):30min(s):10sec(s)Until Broadcast…

Since leaving the Hayburger, Del and Star had seen a movie, which was ironically a superhero movie. “The Mare of Steel” it was called, the tale of a foal from another planet of equine life forms who crash landed on Equus. The movie depicted how the mare tried to fit in with the ponies of this world, all while trying to get a grip on her developing powers. Star could almost relate to this character, except her power descended from the night sky.

From there the two of them went for a walk in the market, some new vendors had arrived today and the two decided to check out their wares. Out of all the things in the market district, Star found her way to a stall that was selling, of all things, weapons. Starburst had her eye on a particularly beautifully forged sword, a katana from Neighpon, a territory that knew how make a deadly and beautiful blade. The pegasus mare giddily made her way to the weapon, only to be scooped up by Del before she even made it within three feet of the stall.

“Del, c’mon, let me at least see it!”

“No way.”

“But’s a genuine Neighponese katana! Just look at the craftsmanship of that blade, and the designs on the sheath! I just want to look at it I swear!”

“Yeah-huh, and then you’ll end buyin’ it.”

“Oh…It’s calling to me Del!”

After several attempts at getting Starburst to stop circling back to that weapons stall, Del and Star were able to walk further in. As they passed by one stall, Del watched as the young mare paused in front of one stall. The pony was selling gemstones of almost every variety. Del followed her eyes till he found what she was looking at. It was a blue sapphire, the striations within it made it look like it was bursting out in every direction.

“Ya see somethin’ ya like?”

Star seemed to hesitate to answer; in the end she shook her head. “Not really, let’s keep going.”

Del was sure she was looking at the particular gem, an idea was slowly developing in his head, but it was going to take some doing. From the market the two of them just decided to hang out on a bench to take a breather.

All in all, both mare and stallion were having fun on their date, as weird as calling it sounded. They felt like they were just hanging out as usual, but now that they knew of each other’s feelings, it felt like there was something more…intimate about this. Of course, that’s what Starburst would be feeling if it weren’t for one thing.

“How long do you think they’re going to keep following us?” asked Starburst.

Del glanced over his shoulder. For some time now the two ponies had gotten the feeling that they were being followed, it didn’t surprise them that this would happen. In fact they were expecting it, mostly from Cotton Candy, but not June, Prism, and Claire. The tan stallion sighed upon seeing the faintest hint of a red, blue, and yellow tail hanging from a tree, and the way Candy was hiding in a large cardboard box with eye holes.

“Probably `till we either say something or until this date ends Ah reckon,” said Del.

“Ugh, you know what!? If they don’t quit following us I swear I’m going to –!”

Starburst’s threat was interrupted when she felt Del’s hoof reach behind her ears and started to give them a little scratch. The young pegasus mare relaxed immediately, her eyelids lowering slightly as she hummed in content as the sensation she was feeling turned her into putty.

“Feel better now?”

“H-How did you know…?”

“Ah…uh, Ah remembered from when you visited the farm a long time ago, when you were a filly. Yer pa would do this to calm ya down, and it looked like ya liked it so…Ah’m Ah goin’ to get my flank kicked for this?”

Starburst had considered doing just that, but that could wait till later in the day, it just felt nice right now. After a bit of time, Star remembered that this was being done in view of the public, she quickly, yet with much reluctance, wrenched herself away from Del’s hoof and started smoothing out her mane, keeping her gaze down at the ground, not wanting him see her blushing face.

“T-Thanks, I’m alright now.”

“No problem, though Ah know what ya mean. June has it in her head that Ah’m goin’ to do somethin’ ‘inappropriate’ with you or some nonsense like that.”

Starburst scoffed at the idea. “You, do something inappropriate with me? Prism’s more likely to do something like that!”

“HEY, I resent that!”

Both Del and Star looked over their shoulder and saw that Prism was sticking half his body out of the tree branches and looking peeved at that comment. It took all of a second before the pegasus stallion realized what he had done and nervously chuckled.

“Hi, Star, Del…”

“Hi,” they said in unison.

“So, mind explaining what you’re doing in that tree?” asked Starburst knowing the answer.

“I-I was, uh, I was, uh…NAPPING! Yeah, I was napping till I heard you two talking,” said Prism.

Well they already caught him in lie right there, most of them knew of Prism’s favorite napping spots, and this wasn’t one of them.

“Uh-huh, the jig is up Priz, we know that y’all are followin’ us.” Del then lowered his gaze till he was staring at the bushes a few feet from the tree Prism Bolt was in. “Claire, June, Ah’m talkin to you too.”

A frustrated groan could be heard coming from the rustling bushes. Claire promptly emerged and looked very cross. “Well that was a wasted effort, you couldn’t have kept quiet?!”

“Hey, I’m not just going to sit here and be insulted! What do you guys think I am, some kind of perv!?”

Silence was the only response, until Candy popped out of the leaves next to Prism, “Trust me, you don’t want us to answer that, especially from what Whirlwind told me.” She then disappeared back into the leaves and out of sight.

“Ditto,” agreed June.

“Wait what!?”

“Alright guys, the show’s over. Everypony –!”

{…Hoist your swords high into the clouds
Hail Griffonia!}

Everypony froze when they heard the familiar music, it was unmistakable, and filled many with a mixture of dread and anger. Star flew up into the air and noticed that many of the ponies were heading towards town square, which was where the Griffon Empire anthem was being played. Without warning, Star flew straight for the source at top speed.

She landed at the head of the gathering group of ponies, Star could feel their collective fear through her ring, and as well they should be. This was the second time their airways were intercepted.

“Star!”

The pegasus mare turned towards the voice and saw T and Annie amongst the crowd, she quickly made her way to them and stood beside them as they waited for the anthem to stop playing. No doubt another one of Emperor’s scare tactic speeches about how “superior” the griffons were to the ponies. But when the song ended, it was not Emperor Stratus’s voice that came out, however it was a familiar one.

{Greetings ponies of Equestria, I am Commander Steel Wing.}

STEEL WING!!?

{I am broadcasting live from your fallen territory, Maretonia. Let me be clear before I start, the Duke and Duchess of this pathetic region are dead, and we are in total control of the region.}

Many in the crowd gasped at that news. They knew the griffons had taken over Maretonia, but they didn’t know that had killed its Duke and Duchess. Starburst gritted her teeth and tensed her body, cursing this griffon in her mind. Just wait Steel Wing, when the invasion force to take back Maretonia arrives you’ll be –!

{You’re High Rulers, as of yesterday, sent an attack force to free Maretonia. They arrived and upon that vessel was none other than one of your High Princesses, Twilight Sparkle. I’d like to be the first to announce that the High Princess, as well as the Captain of the Guard, Valiant Heart, Prince of the Crystal Empire, are now prisoners of the mighty Griffon Empire!}

Starburst felt like the world had come to a grinding halt; she stood there, stunned and wide eyed. Her mother was in Maretonia, even her cousin Lance, and now they were prisoners. The Griffon Empire had taken her mother and cousin as prisoners!

She barely noticed when Annie started whimpering and tears flowed down her cheeks. She didn’t even hear the rest of her friends come pushing through the crowd to get to her, nor did she feel it when Del started to shake her.

{Yes, your High Princess and Prince are ours. Equestrians, you believe your High Rulers to be above us, even yourselves, warning us they will smite us in their wrath. Well, I have faced that wrath and have been left wanting. Now, here and now, we will see if your so called “goddesses” are truly that.

For those of you not assembled here, we are now in the Maretonian Palace in Bucephalus City, more precisely, in its courtyard. Aired across the Territories and Equestria, we invite you to the public flogging of Twilight Sparkle, High Princess of Equestria!}

The crowd burst into a panic, many shouting and crying for someone to stop this. Starburst was still frozen in place; it felt too much like a bad dream. Her mother and cousin were alicorns. Her mother was gifted in the power of magic, and Valiant Heart was an unstoppable warrior, surely this was a joke, just some scare tactic meant to make them believe that it was her mother.

{Soldier, at the ready!}

The sound of a cracking whip echoed loudly over the speakers, making all in attendance flinch.

{For standing against the might of the Griffon Empire, and defying the will of our Emperor, High Princess Twilight Sparkle shall now be subjected to corporal punishment. Twenty lashes.}

More cracks of the whip were heard, the unknown soldier readying his weapon.

{ONE!}

The sickening crack of the whip and the sound of it striking made many retch, but only after hearing the pained cry of a mare.

{TWO!}

Another crack of the whip was sounded, followed shortly by another wail of pain, along with some sniffling and whimpers mixed in. The gasps of the crowd witnessing it in Maretonia could be heard, nopony here could imagine seeing this and not feeling sick.

{THREE!}

“Oh Faust, somepony make it stop!” Shouted a mare in the crowd.

The group of friends looked to the direction of the voice and saw that their parents had found their way to the head of the crowd as they did.

{FOUR!}

More wails and cries were heard. Spike was busy comforting Rarity as his eyes burned with a rage that only a dragon could muster. Fluttershy was hugging Anthea who had taken to crying into her chest from hearing this. Applejack gritted her teeth, trying to remain strong as Caramel stayed close beside her, knowing that it wouldn’t be long before her strength gave out.

{FIVE!}

Starburst tried to stay in denial about this, but with every crack of the whip, every pain filled scream, she couldn’t deny it, that was her mother’s voice, and she was being tortured while she just stood here and listened.

{SIX!}

Del looked upon Starburst, not knowing how to comfort her. He was about to wrap his forelegs around her, but stopped at the last minute. Treating her like a fragile mare would be an insult to her.

{Switch to the mark on her left flank.}

{No please– !?}

{SEVEN!}

{AAAAAAAAAAAAAAAHHHHHHHH!!!!}

That was it, she couldn’t take this anymore, and she wouldn’t just stand here and listen helplessly! She wasn’t helpless, she wasn’t powerless! Starburst’s body began to tremble as the anger rose inside of her, her friends took this as a sign that she was trembling from sadness, but that wasn’t the case.

Cotton Candy trotted close to Star, “Oh Star…” the blue mare started to reach out a comforting hoof to her friend, but Starburst quickly and violently swatted her hoof away.

“DON’T TOUCH ME!” Star shouted, gaining the attention of the crowd. “I’m not going to stand here and listen this! I’ll make them pay!”

“Star, you got to calm down, I know this is bad, but we can’t do anything right now,” said Spike.

“NO! None of you can, but I can! Ring, deactivate EM Distortion and retrieve Power Battery!”

[Warning: Civilians in the vicinity, identity will be compromised.]

“I DON’T CARE, DO IT, THAT’S AN ORDER!”

[Acknowledged, deactivating cloaking. Commencing power battery retrieval.]

“Star, who are you talking to –?”

Before Del could finish his sentence, Starburst thrust out her right hoof. The air around her right hoof became wavy as something started to appear around it. In a matter of nanoseconds the yellow ring of Fear came into view, the ring the fired a beam into the empty space before her. The beam tore open a hole in nothing, taking out what appeared to many as a yellow lantern.

The power battery floated towards Starburst, who then stood on her hind legs as she gripped the handle bar in the crook of her left hoof. “STAND BACK!” Star’s friends and their families all did so, making a large circle around her. The pegasus mare then pressed her right hoof into the opening of the power battery, activating the device and causing it to shine with the power of the yellow light.

“IN BLACKEST DAY, IN BRIGHTEST NIGHT,
BEWARE YOUR FEARS MADE INTO LIGHT!
LET THOSE WHO TRY AND STOP WHAT’S RIGHT,
BURN LIKE MY POWER – FEAR LANTERN’S LIGHT!!!”

Star’s body was then engulfed in a pillar of yellow light as the power reached its apex. When the light dimmed, Starburst was now donned in her Fear Lantern uniform, her power ring shining as she floated a few inches off the ground with yellow energy lapping off of her body.

[Power levels at 100%.]

Starburst nodded to her ring and spread her now golden wings in preparation to take flight. She then turned to Del who now looked upon her with confusion and astonishment. Star smiled sadly at the stallion, this wasn’t how she wanted to tell them, but there was notime for keeping secrets, it was time for action.

“Sorry, Del.”

With that said, a golden helmet materialized around her head before she took off into the sky. Star then flew in the direction of Maretonia, a trail of blazing yellow light streaking across the sky. Amongst all those who witnessed this transformation, one pony, a mare wearing a Wonderbolts hoody, sighed and began to back away from the crowd.

“Dammit Star…”


Maretonia, Bucephalus City…

The citizens of Bucephalus were forced to watch this brutal spectacle, forced to endure the screams of High Princess Twilight Sparkle as the whip slashed her body with each crack. Those who weren’t able to see were the lucky ones, at least they didn’t have to watch it all happen, hearing and seeing just made it all the more worse.

Twilight was strung up by her forelegs, her hooves secured within the cuffs. Her hind legs were also shackled, both secured by a mechanism that that pulled upwards to keep her straight, and the lower ones pulled downwards, keeping her legs fixed to the stage.

The shackles for her wings were removed, but right now, Twilight had neither the strength nor the will to fly. Her back was littered with seven bloody gashes, at least two of them right over the wing joints, a noted sensitive area for winged equines, only amplifying the searing pain and making her wings fall limp to her sides.

Her flanks had six bleeding gashes on each, for a total of twelve. The blood and open wounds almost made her cutie mark unrecognizable. Her face was matted from the tears, she was even sure she had lost consciousness for a few brief moments, only to be reminded that the nightmare hadn’t ended.

Steel Wing, halted the soldier from delivering his last blow and got closer to Twilight. She was panting and heaving, the pain threatening to make her vomit on the spot, and she hoped it would be now with Steel Wing so close her.

“It would seem that a goddess can bleed.”

“B-Buck…you…” Twilight cursed in a hoarse voice.

“Consider this the lesser of two evils. There are plenty of things one can do to a mare in your position, in front of a crowd, heard across Equestria. If you surrender yourself now, and pledge allegiance to his majesty, then maybe you’ll be lucky enough to become a courtesan of the Emperor’s. How does that sound?”

Twilight’s response was her spitting directly into Steel Wing’s face. The silver griffon drew back and wiped his face calmly. “Perhaps, you are in need of more punishment? Yes, I believe an additional thirty will see you a change in attitude.”

All the while, Lance had tried repeatedly to get free of the brainwashed Guards and Pinpoint, being forced to watch as his aunt was being publicly tortured. He then shifted his rage filled eyes to Pinpoint who just watched the entire thing transpire.

“Are you seriously going to tell me that you’re alright with this!!? Don’t you feel anything!!?”

Pinpoint looked down at Valiant Heart and sighed. “I accepted this as an inevitability, get used to this Captain, soon Celestia, Luna, and even your mother, Mi Amore Cadenza will suffer a similar, if not worse, fate then your dear aunt.”

Suddenly, the sky rumbled with the sound of thunder. Everyone paused to see what the cause was, but when they looked up, they could see nothing.

“What was that,” asked a soldier.

“Sounded like thunder,” said another.

“There isn’t a cloud in the sky, how could it be thunder!?”

“Silence!” Steel Wing growled. “Soldier, prepare to deliver an additional thirty lashes!”

“Yes sir!”

Twilight watched as the griffon soldier stood some ways away, readying his whip to strike her from the front. The alicorn mare braced herself the best she could for the impending burning sting of the whip. But it did not come.

From the sky shot down a pillar of golden light, hitting the griffon with the whip and incinerating him on the spot. Javelins made of the same light then rained down and impaled many of the attending griffons. At the same time, gruesome monsters appeared from seemingly out of nowhere, each one attacking a griffon, devouring or tearing them apart.

Many of the citizens watched as a bright yellow light descended down and landed at the top of the gallows. The light faded and revealed the Fear Lantern; wings spread out and ring shining like a second sun. The citizens recognized the fabled hero who saved Cloudsdale and Stalliongrad, letting loose a roaring wave of cheers.

“Fear Lantern!” Lance shouted.

“Damn, I didn’t think that pony would show up.” Pinpoint took his hoof and struck Valiant Heart behind his head, knocking out the alicorn stallion. “So long as she doesn’t know, we might still get the upper hoof here.”

Pinpoint then teleported himself and his merry band of brainwashed Guards away from the battle, waiting to see what will happen when the dust settles.

Fear Lantern then raised her right hoof into the air, creating a barrier around the gallows, encompassing Twilight, Lance, and herself, while forcefully pushing Steel Wing and any other hostiles away from them. Star floated down from the top and landed before her mother. She had to bite her lip to keep from breaking into full out sobs, tasting blood as a result.

“Ring…is she…?”

The ring released a probing beam. [Subject has multiple gashes and is experiencing blood loss; risk of entering shock is moderate.]

Star didn’t know what to do, her ring could heal, but it only healed minor injuries and aided in the healing process, but the ring would only work for Star, she couldn’t just slip on her mother and hope for it to work.

“Th-The collar…The seal…g-get them o-off…”

Starburst noticed the arcane devices, she then created a claw construct to get the ring on her mother’s horn off, and after, she slipped a tendril of yellow light under the collar, and proceeded to cut the medieval looking thing off. The collar fell with little effort, but the ring on her mother’s horn was proving to be particularly difficult.

It must have some kind of magic keeping it there! You will come off of her, NOW!!!

Starburst focused all her power onto the ring, wrapping it in her yellow light and fighting whatever magic was in it. She remembered the ring telling her that if her spirit was strong, the weakness of the yellow ring could be overcome, and right now, her spirit was blazing and roaring like an inferno, no magic was going to stop her.

The ring, for a brief moment, blinked a different color. Star didn’t have time to dwell on it as the seal around her mother’s horn shattered into pieces. Star felt like that took more out of her than she was prepared for, but it didn’t matter, she needed to help her mother and cousin.

Starburst then created three different scissor constructs, each one taking a position near the chain links. In one swift motion, Star cut the bonds that kept her mother held in place. Twilight immediately fell, making Star catch her, being mindful of the wounds she suffered. At first Starburst was worried that her mother would die in her forelegs, but as she looked upon the horrible wounds on her back, she noticed how some of them had started to heal quickly.

How is this…Never mind, it’s a good thing. I need to get them to that airship! Then I can focus on the city afterwards!

Fear Lantern wrapped her mother in a bubble of yellow light; she then shot off another beam towards Lance, encasing him in the same. Star repeated the process of removing the collar and seal, finding it easier to do after the first time. She then took off into the air and flew towards the Avalon. The fortress airship was within sight, having already left the edge of the city and crossing the expanse of barren space between them.

“Just hang on; we’ll be at the ship soo –!”

[Alert: Incoming attack from above.]

Starburst quickly erected a shield around them, just in time to be pummeled by a barrage of metal plates that whistled as they cut through the air. The sudden attack forced Star straight to the ground, forming a crater on impact. When the barrage stopped Star rose from the crater, protected by her spherical shield. It didn’t take the heroic mare long to figure out who that attacked belonged to.

As if on cue, descending from the sky was Steel Wing, landing on the ground with a thud. He then stared at the Fear Lantern through narrowed eyes. Starburst knew she couldn’t fight Steel Wing and keep her mother and cousin safe from the beast. Starburst lowered her shield and transformed the bubble constructs into capsules. She then fired them in the direction of the Avalon, hoping that the medics on board the ship would hurry to them.

“You needn’t have wasted your power on keeping them safe, my business with that mare is done.”

Starburst growled from behind her faceplate, staring daggers at Steel Wing as the white slits of her helmet flared with yellow light.

“You’re angry, good, you’ll make several mistakes. All according to plan,” said Steel Wing with a smug grin.

“What are you talking about!?”

“I needed a way to draw you out, Twilight Sparkle was just the bait that would do that. The public torture of a High Princess of Equestria, if that didn’t get your attention, nothing would’ve.”

Starburst hovered a few inches of the ground, using her large wings to keep her aloft, trying to save as much of her rings charge as she could. “Steel Wing, you will pay for what you have done here. You won’t escape me, I will show no mercy. Today, on this barren field, you will die and face justice by the burning fire of my yellow light!”

“I wouldn’t have it any other way, because the truth is…” Steel Wing released dozens of his quill panels; they swirled around him till a violet light from within sucked them in and covered his entire body in heavy armor. “I was given an order by the Emperor, and that was to kill you.”

“RAAAAAAAAAAAGGH!!!”

Starburst charged her ring, took aim, and then fired a powerful beam right at the armored griffon. The beam slammed against him, exploding on impact. Fear Lantern smirked but that smirk turned into a scowl. Emerging from the explosion site was Steel Wing. He walked slowly towards her, his armor sizzling from the heat of her attack.

“Okay, so you have some fancy armor…Let’s see how strong it really is!”

Starburst stood on her hind legs as she went to work creating her construct. Drawing upon the knowledge she gained from the comics, she created a plethora of weapons. A large backpack formed on her back as Star tucked her wings in. The pack then grew two pillar sized rotating cannons, ten barrels on each. Around Star’s forelegs she formed two more, single barrel cannons. The light spread out as two enormous boxes formed three feet on Star’s right and left. A panel shifted down and revealed dozens upon dozens of rockets ready to fire.

Steel Wing came to a stop, gawking at the construct weaponry that the Fear Lantern had created. “Impressive…”

“Let that be your last word.” A visor construct appeared over the eyes of the helmet, Star watched as the sights lined up and read in big bold letters: LOCKED ON. “FIRE!!!”

The Gatling cannons fired first, spinning at a rapid pace and releasing their ordinance at a high rate of speed. The energy blasts struck Steel Wing repeatedly over and over again, pushing him back from where he stopped. The two cannons on her forelegs fired while the ones on top continued. In contrast to the Gatling cannons, the ones on her forelegs were a little slower in speed, but with each shot came a thunderous blast of yellow light that exploded on impact. The rockets in the packs fired away, zooming through the air as they detonated on Steel Wing’s position.

Star didn’t let up, she continued her barrage. The area was starting to catch fire and fill with a dark dust cloud from the constant blasting. Explosions rang one after the other, never relenting, never ending; just a constant barrage of energy discharges again and again. Star stopped the attack. She then flew into the air and stopped once she was at a good height. Bringing her forelegs together, Star created another construct. A large cylinder formed the base, with a ten foot long barrel. A targeting sight appeared on top of the cylinder, with the Fear Lantern insignia at the center.

The barrel then split into three parts, forming a triangle. Yellow electrical energy began to arc between the three halves of the barrel, at the center a sphere of yellow light was building up power, the electrical arcs speeding up as the sphere grew to fill the barrel. Taking careful aim, Starburst fired the charged shot. The orb sped away at a ridiculous speed and disappeared in the dust cloud. What followed next was an incredible explosion that shined with yellow light. The wind blustered as the thunderous boom and shockwave ran out in every direction.

Starburst slowly descended to the ground, panting a bit from the constant attack, but she did it.

[Power levels at 50%.]

“Blew half my charge…but it was worth it.”

Starburst turned around and was preparing to leave the battlefield.

[Alert: Enemy life signs detected.]

Starburst’s eyes went wide, she quickly turned around and saw that Steel Wing was, once again, unharmed and strolling towards her at a leisurely pace.

“That’s not possible…!”

“Nothing can penetrate my Iron Defender Armor, Fear Lantern. Even the alicorn, Twilight Sparkle, failed and her magic is powerful.”

Even Mom couldn’t hurt him?! No, he’s bluffing, that had to have done something to him! Guess there’s only one thing to do!

Starburst created a couple of broadsword constructs and flew right at Steel Wing. “If I can’t blast it off, I’ll peel it off of you!”

Steel Wing watched as his prey got closer and closer, she had no idea the kind of wrath she was about to walk into. When she was in range, Steel Wing unfurled his metal wings.

[Warning: Energy build up detected.]

“Metal Reaver!!!”

Suddenly, Steel Wing’s armor morphed, changing from the heavyset tank to a more streamlined form, but that wasn’t the most dangerous part of this transformation. No, the real danger came in the form of razor sharp, tendrils the lashed out in Star’s direction. Star’s eyes grew wide, seeing the tendrils and the glowing razor blades hurling towards her and with nowhere to go.

All at once the tendrils attacked her, from the sides, from behind, from the front, it was an allover assault! The attacks struck swiftly, but with such strength that it nearly felt like her bones would snap apart, and that’s on top of watching the blades slash and tear at her uniform again and again. At the last minute, Steel Wing emerged from the barrage, the tendrils moving away as if they were a blossoming flower. He then delivered a punch straight to her chest, sending the mare flying in the other direction.

Starburst bounced on the ground a few times before she had enough sense of mind to create an anchor construct to stop her. She thought she had a minute to get her bearings, but that wasn’t happening any time soon. The moment she looked up, Star saw the form of Steel Wing, but with the same amount of unbelievable speed, Steel Wing once again barraged her with blows from every angle imaginable. It felt like he was everywhere at once!

At last, the griffon relented, jumping back and away from Starburst as she lay on the ground in a beaten heap. Slowly she propped herself up on her forelegs to see what happened to him. Steel Wing’s quills had changed into numerous razor wire like tentacles, his tail had become an armored spike that seemed to move and extend in the same unnatural way as his wings. The gauntlets each sported three foot long razor claws that retracted back into the gauntlet itself. Two razor tendrils sprouted from his shoulders as well, and another two from the sides of his thighs, lastly, two more from sides, a few inches underneath his barrel. The armor itself was shimmering silver, spotless and clean as if made of the purest of the ore.

Steel Wing’s helmet visor and face plate opened, allowing Starburst to see his face as he grinned manically at his beaten opponent. “This is my ultimate power, Fear Lantern, my Metal Reaver Armor!”

Starburst slowly rose to her hooves, her body ached in protest, wanting to stay lying down and still, but she wouldn’t oblige. “Since when could you do this?!”

“Our first encounter didn’t give me time to unleash my true abilities, the light from your ring saw to that, but now I won’t hold back, and I won’t underestimate you a second time.”

Suddenly, the shining silver armor glowed. The numerous razor tendrils that made up his wings weaved back together, turning into his trademark metal wings. The other tendrils wrapped around their host as the same odd light shined and melded it all back together, reforming the bulky armor from earlier.

Star couldn’t believe this, after spending all that time training and going up against the simulation constructs of him, Steel Wing was still the stronger. But she wasn’t going to let this keep her from beating him. “Ring, analyze that armor.”

[Understood, preparing for analysis.]

Starburst recreated her broadswords and took off once again. Steel Wing remained steadfast as she approached, any minute now she expected the Metal Reaver Armor to activate again, strangely, Starburst’s sword made contact with his armor, but nothing happened. Not wanting to lose the momentum, Star went into a flurry of blade attacks. Thrusting, slashing, spinning and striking, anything she could think of.

All the while Steel Wing continued to stand there. It felt like Star was trying to fight a steel statue with her bare hooves. After a minute of her attack, Star disengaged and landed a few feet away from him.

[Warning: Imminent attack.]

Steel Wing transformed once again into his Metal Reaver and sped towards Starburst. The Fear Lantern focused her power into defense, forming a perfect spherical shield around her. Steel Wing’s attacks struck swiftly, strongly, and rapidly. The razor tendrils attacking the orb from every direction like before, making the orb bounce around like a pinball. Star held fast, feeling the blades and strikes weaken her shield, seeing cracks and fissures all around it.

At last the sphere broke apart and Star was now at the mercy of Steel Wing. But, thankfully, his armor retracted and changed back into Iron Defender form. Steel Wing snorted in indignation from the sudden change.

“Pity, I thought that would last longer.”

Starburst breathed a sigh of relief; she had another chance to figure out why she couldn’t take him down, and how that armor morphed between one form and the other.

[Analysis complete, detecting trace elements of kinetic energy dispersal.]

“What the heck are you talking about?” asked Star.

“Seems the weapon is smarter than the wielder.” Steel Wing noticed the dirty look that Star was giving him. “Kinetic energy, put simply, is energy transference. For example, say I wished to roll a ball across the floor so I give it a push. As soon as I make contact with the ball, from my talon to that ball, energy is being transferred, and the distance the ball travels after I roll it is dependent upon how much kinetic energy I put into rolling it.”

Starburst got it, but she still didn’t understand how that explained his power. Steel Wing sighed in annoyance of her ignorance.

“In other words, with every strike that is landed upon my armor, with every detonation from a weapon that has hit me, and with every energy based blast that is unleashed upon me, no matter what it is, kinetic energy is in each and every attack dealt upon me. My armor absorbs it, and reinforces my Iron Defender. When it has reached its zenith, I unleash all that built up power in the form of the Metal Reaver, tearing apart all that stands in my wake!”

Starburst, out of nowhere, began to laugh out loud, making Steel Wing cock his head in confusion.

“I can’t believe it; you just exposed the biggest flaw in your armor!” Starburst took in a few breaths before speaking again. “Basically, so long as I don’t attack you, you can’t use Metal Reaver, and that means you’re stuck in that bulky armor, unable to attack unless you remove it. But then that means I get to use my power, and it’s not dependent on someone else to generate it.”

“Oh dear, that is a big flaw in my armor, I guess you’re right, I should give up……Or I could do this!”

Steel Wing flared his metallic appendages, the panel quills then launched themselves from his wings in rapid succession. But instead of flying towards Starburst, the panels changed direction and started to strike against his armor. Star couldn’t believe this, he was aware of the flaw, and had a solution from the beginning. The clanking of metal striking metal could be heard everywhere in the barren field and with each hit more and more power was being built up. Star wanted to stop him, but even if she did, she would just feed into his power.

At last, Steel Wing had built up enough kinetic energy to unleash his Metal Reaver once again. There was flash and then a whooshing of air as the silver griffon sailed in Star’s direction. Deciding that the only time he was exposed was while attacking, Starburst sent out a wave of doppelgänger constructs in his direction.

Steel Wing didn’t see the copy constructs as a threat, he merely carved through them. The tendrils slicing, piercing, and pummeling each and every one that dared to enter his zone of death. The real Starburst shot straight up into the air, preparing to counterattack while he was distracted.

The veteran soldier saw her move to higher ground and followed after her. With the same unnatural speed, Steel Wing was once again staring Starburst in the face. She gasped and was then assaulted once again; Steel Wing backhanded the mare across the face, sending Star spiraling in the other direction.

Starburst used her wings to correct herself and stared down the incoming griffon. “Enough is enough! If I can’t attack you physically, then I’ll attack you mentally!” Starburst raised her right hoof into the air. “FEAR SHINE!”

The yellow power ring let out a radiant yellow light that bathed over Steel Wing. He paused in midair as he felt the ring’s power invade his psyche, and started to assault his mind with flash images of his fears. Starburst could feel it working, his armor may protect his body, but his mind was still as vulnerable as anyone else’s.

“Do…you…think…that I would let my fears…get the better of ME!!!”

Suddenly, Starburst felt the Fear Shine backlash, the blow from the resistance nearly sent her mind reeling, she almost lost consciousness for a minute the moment she felt the mental impact. Unfortunately, Steel Wing wasn’t about to let her recover as he once again continued his onslaught of the Fear Lantern.

“I am Chalyvas the Steel Wing!” The griffon grabbed the Fear Lantern by the right shoulder, digging his claws into her and eliciting a yelp of pain. “I am the shield that protects the Empire from all its enemies!”

Steel Wing then used his right claw to punch Fear Lantern in the stomach, a shock wave rippled through the protecting aura and continued behind the mare. Star tasted blood coming out of her mouth as she felt the damage done to her internally. Steel Wing then threw her up higher and started lashing at her body, slicing away at the protective aura and uniform, and cutting the flesh beneath.

“And I am the sword that cuts down all who oppose the might of the Empire! That is what you are up against Fear Lantern! That is the strength of my devotion to my Emperor, to Griffonia!”

All of the tendrils coiled together in a tight weave. Steel Wing then released the pent up power, striking Star and sending her hurtling to the ground. She impacted the unforgiving dirt, skidding to a halt twenty feet from where she first impacted. Steel Wing landed a few ways away, changing back into his Iron Defender as he walked towards his downed prey.

Starburst was in a catastrophic amount of pain right now. Her aura and uniform were barely protecting her, feeling the force of each blow and now the stinging sensation of the cuts and slashes as the uniform reformed around the cut areas. She couldn’t attack him when he attacked, she can’t attack him when he’s defending, and he has way to initiate his strongest attack without her having to do anything. Was this it?

[Attack pattern analysis complete.]

“W-What…?”

[Analysis shows that enemy has a moment of exposure between armor shifts from offensive mode back to defensive mode. Readings show a concentrated form of energy is released to initiate transformation. For that brief time, the enemy is vulnerable.]

Starburst looked to Steel Wing; he was already pelting his armor with quill panels, building up energy. “How much time will I have?”

[Factoring in time from last assault, to when enemy will be open to attack: one minute, forty-three seconds.]

“That’s it, you got to be –!” Starburst paused; a crazy idea was forming in her head. One that if pulled off could either get her killed or ends up defeating Steel Wing. Either way, she didn’t have much of a choice, so long as Steel Wing had his armor, there was no possible way to stop him unless she took this chance. “Ring, can you increase my overall speed in increments, and sync them to my movements?”

[Such a feat is possible, but sudden changes in speed could put strain on your body.]

“Remember who you’re talking to.”

[Understood.]

Starburst stood up, noting how much pain she was in right now, and shrugging it off. She then turned to Steel Wing, flared her wings and lowered her head. Steel Wing watched as the Fear Lantern did this, smirking beneath his faceplate; the griffon veteran believed that this was a sign of surrender.

“So you finally accepted your fate. You have been a formidable opponent Fear Lantern, were you fortunate to be born a griffon I would’ve gladly made you a general in our army, personally. Maybe in your next life then,” Steel Wing stopped his self-assault and prepared to unleash his Metal Reaver for the last time, “I shall make this a quick, warrior’s death!”

Steel Wing changed and dashed for Starburst. All the while, she blocked out most of the world, drawing deep within herself to find that which she needed. A rhythm, a beat, something to throw off his game, and just like that, Star’s ears rang with a tune that she knew would work for this fight.

Steel Wing launched his many razor tendrils at the Fear Lantern, at the last second before they landed; Starburst flapped her wings launching her right up into air. Pirouetting in midair with such grace and style that it baffled Steel Wing, Starburst then launched two spear constructs at the griffon. The armored griffon easily knocked them away, but before he was able to counterattack, Starburst had already landed on the ground, and fired a barrage of energy beams from a quickly created Gatling cannon.

Steel Wing’s many razor tendrils swatted the blasts away easily. He growled and launched a few more of his tendrils Star’s way. Faster, she thought. At the moment before the tendril struck, a yellow aura surrounded Star and doubled her speed, allowing her to backflip away from the tendrils. Steel Wing released a dozen more, but none of them hit. Star swayed to the right, dodging three, she swayed to the left, dodging five more. A second backflip helped her dodge another round. Seven tendrils were heading her way all at once, but when Star’s hind hooves made contact with the ground, a wall of yellow light shot up, making the seven tendrils imbed themselves in the construct.

[50 seconds left until mode change.]

Star then swiftly moved from behind the wall and made her way towards Steel Wing. As she moved, Starburst unleashed fifteen doppelgänger constructs at her opponent. Steel Wing tried to cut them down, but each one was moving in the same strange way that the original was. This was not like any fighting style Chalyvas had ever seen, the movements were too fluid, too precise, it was like the Fear Lantern was dancing instead of fighting, no it was more of a mixture of both, combining the offense of the constructs with the movements of a dance.

Faster! The aura tripled her speed, creating a faint after image of her as she did so. Starburst then transformed the copies into self-detonating bombs. When each was pierced by a tendril, they exploded spectacularly and damaged a few of his tendrils, but otherwise they were alright. Faster!! Starburst could start feeling the strain on her body, the increased g-forces were pushing down on her already sore body, but that was of little concern.

[25 seconds until mode change.]

The tendrils continued to lash out at Starburst, but none of them hit, she concentrated on the music playing in her mind, not wasting a movement. Gliding across the battlefield with the skill of a dancer, and the ferocity of a warrior, she was as her name, a starburst.

[15 seconds until mode change.]

Starburst stopped, the tendrils took this time to try and wrap her up, but a quick jump into the air saw that this attempt was made in vain.

[10 seconds until mode change.]

The Fear Lantern then turned in Steel Wing’s direction and plummeted straight towards him. The tendrils once again lashed out, but Starburst went into a spiraling spin that allowed her to weave in and out of the attacks with ease.

[5 seconds until mode change. 4…3…2…1.]

Starburst watched as the barrage of tendrils receded and headed back to their point of origin. That’s when she saw it, an orb of violet light that emerged from the griffon’s body and hovered just a few inches away from his chest. That was her target. FASTER!!! With a thunderous boom, Starburst was propelled at breakneck speed towards Steel Wing. She then cocked back her right forehoof and charged it with yellow light energy. The armor around Steel Wing was just about to morph into Iron Defender, but Star wasn’t going to give this griffon the chance to try again, this was it!

The Fear Lantern appeared right before Steel Wing in a whoosh of blustering wind. The face of the griffon went from agitated, to shock, and then finally horror as he saw her now glowing right hoof. Starburst then thrust the very hoof right at the orb of light, smashing against it and sending the two of them flying as Star continued to drive her punch forward. The armor dismantled around him, and even Chaylvas’ metallic wings were falling apart. With one final burst of energy, Star pierced through the orb and into the griffon, firing off the pent up power in the form of a beam that exploded out of his back and sent the orb into the distance.

Starburst retracted her hoof, letting the body of the Wing Commander fall to the ground dead. In the distance another explosion took place, signaling the destruction of Steel Wings power, and the fall of one of Griffonia’s great warriors.

After confirming that the griffon was indeed dead, Star started to pant, tired and nearly spent. Her body rang out with pain, protesting every little thing she had done to obtain this victory. But it was done, and now she could sleep for the next three days, that is, after she checked in on her mother and Lance. “Ring, check power levels.”

[Power levels at 18%.]

“I should recharge…but, it shouldn’t be a problem just to walk to them.”

Just then, a flash of light appeared in the distance and Star entered an attack stance, ready to do battle with whatever dared to challenge her. She was tired, achy, in pain, most likely had a number of fractured bones and other internal injuries, and she was not in the mood. But her fury quickly cooled when she saw that it was the Royal Guard that ran out to meet her, the leader, a brown unicorn stallion quickly made his way to her, along with his contingent of twelve.

“Fear Lantern, are you alright?”

“I’ve been better, um…”

“Pinpoint.”


Twilight had never, in her whole life, felt this miserable. Her back and flanks burned, every little movement she made only served to intensify this feeling. The fur on her face felt matted and crusty, knowing the cause all too well. She slowly opened her eyes and saw white. Was she dead? Twilight opened her eyes more, seeing that she was staring at a pillow that her head was now resting on. She was lying on her stomach, with bandages wrapped around her flanks, and barrel. The alicorn mare tried to move as slowly as possible, it still hurt, but Twilight thought she could minimize the pain by moving very slowly.

“Your highness!” shouted a voice.

A mare medic pony quickly made her way to the rising High Princess.

“I…I…” Her voice still sounded hoarse, and was probably going to be like that for a day or two, or until she cast a healing spell.

“You’re alright; you’re on the Avalon in the medical bay. The Fear Lantern got you and Captain Valiant Heart to the ship before she engaged with the griffon.”

“Wh-Where’s Lance…?”

“Right here Aunty.”

Twilight turned her head to the right and saw that Valiant was sitting on the edge of his bed, looking relieved to see his aunt awake. Twilight smiled at her nephew, reassuring him that everything was alright.

“I’ll be fine; my magic will fuel my body’s regeneration. What’s happening now?”

“Don’t know, the Fear Lantern got us away and, like she said, was fighting Steel Wing.”

Twilight shuddered at that name, but that’s when her eyes went wide as she remembered her encounter with the griffon. “We…We need to warn her! His armor…his power, if we don’t she’ll –!”

At that moment an explosion rumbled through the air, echoing within the haul of the Avalon. Both Twilight and Lance looked to each other in worry that the Fear Lantern may’ve been defeated. Twilight forced herself to get out of the bed, much to the protests of the medic mare.

“Lance…Get me to the bridge…now!”

The alicorn stallion knew that his aunt was going to get herself there one way or another, better it be with him by her side than her stumbling and falling in a painful heap later. Lance got close and gently placed a wing over her back, keeping her stable. The two alicorn’s, with the medic following close behind, and made their way to the bridge of the Avalon. The hatch separating it from the other portions of the ship automatically opened. As soon as they entered, many of the Guards stood and saluted their Prince and High Princess, some having sad expressions on their faces from seeing the state Twilight was in.

“At ease!” Lance ordered.

The Guards went back to their earlier duties, some offering to help the Prince with Twilight. The two them made it to the front observation post of the bridge, allowing a full, unobstructed view of the battlefield. It was a mess from what they could tell, and they saw a cloud of black smoke rising in the distance.

“Status report, what’s been going on?!” asked Lance.

“Sir,” one of the Guard stallions approached the two alicorns, “the Fear Lantern was in the middle of battling the griffon known as Steel Wing. From what we can tell, the Fear Lantern seems to have emerged victorious, despite receiving a considerable amount of damage from her battle, Sir!”

Twilight’s eyes locked onto the Fear Lantern, shoulders slumped and body trembling slightly, standing before the dead body of the Wing Commander. She was glad that their savior was safe, and that she was able to defeat that monster.

“Maybe we should consider making her part of the Royal Guard,” said Lance.

“At this rate, if the other Wing Commanders are as deadly as Steel Wing, we may not have a choice. C’mon let’s go and –”

“Ma’am, it’s lieutenant Pinpoint! He’s alive!” shouted a mare Guard.

Twilight and Lance’s eyes widened after hearing that name. They both stared towards the Fear Lantern, who was now being approached by the traitor and his brainwashed Guards.

“I WANT ALL GUARDS ON DECK!!! CAPTURE PINPOINT, HE IS A TRAITOR!!! THAT’S AN ORDER!!!”

“Lance, look!”

“Oh crap!”


“It’s very fortunate that you arrived here, Fear Lantern. I am ashamed to say that despite our best efforts, we were not able to stop Steel Wing from capturing High Princess Twilight and Captain Valiant Heart.”

“It’s alright, really. I barely made it through that fight, so don’t beat yourself up,” said Star.

“Thank you. You are truly our Golden Star; with you at our side we’ll surely end this war.”

Starburst couldn’t help but feel a sense of pride from Pinpoint’s words. She had always admired the Royal Guard, that was no secret, and the fact that one of them, like Sunny, recognized her abilities and usefulness in ending this war, made her feel all the more confident that she was on the right path.

Suddenly, there was a flash of purple light in the distance. Star immediately recognized this flash as the light of her mother’s magic, and low and behold, her mother was there, along with Lance. The two of them were rushing towards Star, both with worried and panicked looks on their faces. That’s odd, why are they looking at me like that? Steel Wing’s dead so –

[Alert –]

Just then another flash of light happened behind Starburst. Before she could do anything to defend herself, Star felt as something pierced through her left shoulder, driving her down to the ground and pinning her there. Starburst was too stunned to react to the pain; she looked and saw that a spear had gone straight through, blood dripping from the blade and pooling underneath her.

She looked up and saw that Pinpoint was the one holding the spear, and pushing it further into her, intensifying the pain. Pinpoint then switched with one of the other Guards, allowing this one to keep pressure on the spear, while two others slammed their forehooves onto her back, keeping Starburst further pinned. If she wasn’t still in shock, Star would be screaming in pain from having her wings and spine partially crushed, and having a spear through her shoulder.

“Don’t you come any closer!” Pinpoint yelled to Twilight and Lance. “Do so, and we’ll kill the Fear Lantern here and now!”

The two alicorns stopped in their tracks, glaring daggers at the traitorous Royal Guard.

“It’s over Pinpoint, Steel Wing is dead, and the rest of the Guards are coming to arrest you! You have no chance,” said Twilight.

Pinpoint growled in anger, scowling down at Starburst. “This is all YOUR FAULT!!! If you hadn’t appeared, this war would’ve been over now!”

He’s a traitor…?

“Release her Pinpoint or I swear I’ll –!”

“You’ll do what?!” Pinpoint shot back. “So long as I have this wretch, I’ll still secure a spot for myself in the Griffon Empire!”

He…He let them take my mother…and let them hurt her like that…? He let them torture her, and let them broadcast her screams throughout Equestria!!?

Just then, Star’s body glowed with the yellow light of Fear. Pinpoint backed away a little. “How dare you…HOW DARE YOU!!!” The aura building up around Star then burst forth, raging like an inferno and pushing the three Guards away from her, she rose into the air a couple feet as she turned to Pinpoint. Star then thrust her right hoof forward, creating a claw construct that grabbed Pinpoint and held him in a vice grip. She then brought the unicorn right up to her face, eyes blazing with yellow light as she glared at him.

“‘In days of peace, in times of war, protect the crown forever more. With our lives we will defend, our wills shall never bend!’ That is the oath of the Royal Guard…an oath you and all the Guards took the moment you entered the academy, to defend the citizens of Equestria, and to protect its rulers! And you spit on that oath by handing over my Mother and cousin to those bloodthirsty, sadist, griffon bastards!!? You are a traitor, you’re worse than the griffons!!! You don’t deserve to even call yourself equine!!!”

Pinpoint was about to teleport himself away from this crazy mare, but Starburst saw the beginnings of a teleportation spell. She launched a tentacle from her aura, sharpening it till it became a blade and sliced off Pinpoint’s horn. The unicorn wailed from the pain, having put his senses into charging a spell and feeling the severing. Magical plasma dripped from the wound as his horn lay on the ground.

Starburst then used another claw construct to rip the spear from her shoulder, causing her to scream from the intense pain. She held out Pinpoint with her outstretched right claw, and drove the spear through his chest with the other claw. The unicorn’s eyes went wide, coughing up blood before slipping away. Starburst dropped the body and turned her attention to the twelve who were shaking their heads as if in a daze.

“All of you…you betrayed Equestria…and almost got my family killed!!! You don’t deserve to live – NONE OF YOU!!!”

“NO WAIT!” Twilight screamed.

But it was too late, “FEAR SHINE!!!”

The light of Fear blazed from her ring and bathed the twelve Guards in its power. The twelve writhed and screamed as their minds were being assaulted by the horrifying images of their worst fears, over and over again. Twilight and Lance shielded their eyes from the light, not wanting to get caught in the same effect as the Guards. Starburst saw that they were scared out of their minds, but it wasn’t enough, not for these traitors. So Star put even more power into the assault.

[Warning: power levels at 12% and declining. Recharge highly recommended.]

Starburst didn’t even listen to the ring, she was through with mercy, and these thirteen, her fellow ponies, had the audacity to call themselves Royal Guards! The Fear Shine shone with a greater intensity, causing the twelve ponies to scream in agony as many of them began to foam at the mouth. Then, suddenly, all was quiet. The twelve Royal Guards all fell to the ground, eyes rolled into the back of their heads. Starburst then fell to the ground, completely drained, as she lay there passed out.

Twilight and Lance quickly rushed to the site, wincing at the sight of Pinpoint’s demise, but not feeling too sorry for him. Their sympathy and grief were more saved for the twelve Guards who were now dead. The two alicorns then stared down at the Fear Lantern, trying to figure out what she meant by “handing over my mother and cousin”. Could her family have been killed at Stalliongrad, surely she couldn’t have meant them?

[Power levels at 3.1%. Entering power save mode.]

Twilight and Lance watched as the Fear Lantern’s uniform dispersed into particles of yellow light. But as soon as it did, they gasped in complete shock at who it was. The orange coat and large wings, that navy blue tail and mane with two stripes of pink and cobalt, there was no way it could be her, it just couldn’t be.

“No…this…this isn’t possible!” Twilight cried.

“T-This is a joke right…? Please tell me that this is a joke!?” Lance shouted.

But this wasn’t a joke; this was real, staring them right in the face. The identity of the Fear Lantern had now been made known to Twilight and Lance. And it was none other than Starburst.

Author's Note:

To Be Continued…


Proofread by: joeSFX