• Published 23rd Apr 2014
  • 3,457 Views, 294 Comments

MLDC Next Generation: Know Fear! - Michael_Ravencroft

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

  • ...

The Liberation of Cloudsdale (Part 1)

2 Months Earlier, Post Stalliongrad…

The Griffon Empire was abuzz with the news of defeat at Stalliongrad. Information about the defeat was kept classified, and the soldiers who were there were ordered to not speak a word of it or be executed for treason. It was so bizarre; they were the stronger species, faster, and more cunning than some simple ponies. So why was it that they lost Stalliongrad, an area that was once part of their territory before the Equestrians took from them?

All these questions and more were on the minds of the Wing Commanders, having met in their War Room to discuss the failed operation before reporting to the Emperor. Steel Wing was looking particularly peeved, Stalliongrad was his operation, and in all his years of service, not once had any enemy driven him away from a conquest. Sadly, there seemed to be little pity or empathy amongst his fellow Wing Commanders.

“So, you got frightened off by a little pony and came flying back to the capital with your tail between your legs,” mocked Blood Wing. “Very unbecoming.”

“Easy Carmen,” spoke Shadow Wing, “I’m sure Chalyvas has a good explanation as to what occurred during the siege.”

Beast Wing was leaning his hulking form against the wall, staring indignantly at his fellow Wing Commander, snorting with disapproval of his dishonorable actions at the pony border city.

“And it had better be a good one.” Beast Wing added.

Growling from the lack of respect from the other three Wing Commanders, Steel Wing decided to regale them with the tale of his defeat, a tale that left a vile taste in his mouth. He spoke clearly, as to make sure the others got the details and so that he didn’t have to repeat this again. When he got to the part of his soldiers marching through the streets, and then making an example out of a family of ponies, Shadow Wing couldn’t help but chuckle.

“And what is it that you find amusing, Nox!”

Shadow Wing, or Nox, put a claw in a placating fashion. “Forgive me; it just sounds so like you to make a grandstanding point in the middle of battle. Never mind, you may continue.”

Chalyvas grunted but continued, “That’s when we were attacked, by a pegasus pony. This pony wielded a power and weapon I’ve never seen. It tore through our anti-magic armor as it was mere tissue paper! One hundred soldiers rent asunder, my trained battalion, and they were wiped out as if they were nothing! I challenged the pegasus, we fought, and I was on the verge of taking the object which gave it power but then…” Chalyvas paused.

Carmen rolled her claw in the air, “Go on, you were about to take this object when…?”

“It shined with a bright yellow light…I saw…things, things that I had long since stopped being afraid of, it was as if it was assaulting my very mind with fear! I couldn’t withstand it; it felt as if my mind was tearing itself apart! That’s when I…I…”

“You ran away,” finished Beast Wing.

“Interesting, a weapon that can induce fear and decimate an army, all unto one individual at that, interesting, very interesting…” Nox stroked his lower beak in contemplation. “We can assume that the Equestrians only have one of those weapons, otherwise they’d have multiple users on the battlefield already. We can also theorize that the pegasus you saw wielding it is working alone, since there has been no news of the wielder other than what the media is drumming up. This pony is most likely a rogue agent, fighting but not affiliated with any branch of the Equestrian military.”

Carmen whistled and then clapped her claws, “Bravo, Nox, you got all that from Chalyvas’ humiliating story?”

Nox smiled deviously at the red griffoness, “This is mostly theoretical, we won’t know for sure unless one of us faces this rogue one on one.”

“In that case, I’ll be sure to drag back the carcass,” spat Chalyvas.

“No, no, you mustn’t do that. There are other ways of getting information that don’t involve beating the informant to a bloody pulp. We may know more when my operation starts.”

All eyes shifted towards Nox, earning him incredulous looks from each of the griffons.

“What kind of ‘operation’ could you possibly have planned, we’ve never heard anything about this!?” Beast Wing growled.

“Well I guess that’s why I’m head of the Pretenders Division, and you’re not.”

Present Day…

Star awoke from a long and restful night. Her muscles ached all over from the training she did at Ghastly Gorge, along with the other training she did with Del and Prism. She wondered though, because both stallions were giving her weird looks, and not just them, but so were Annie, Turquoise, and Claire.

“Well, I did ask Annie and Claire for some weird stuff so them I understand. But I don’t really get Del and Prism, I workout and fly with them a lot.” Star jumped out of bed and fixed the sheets before heading to the kitchen to get breakfast. It was right around when Star was getting the cereal box that a disturbing thought entered her head. “Were they…Were they checking me out!?”

Starburst’s cheeks blushed red upon thinking such a thing. She then unconsciously checked her form, starting from her flanks, to her wings, hind legs and forelegs, and then ending with her mane. The past few weeks of intense ring training helped Star get back into fighting shape, with toned muscles that, didn’t bulge but instead streamed out smoothly.

Well I guess I’m…alright…but, compared to Claire or Annie, or even Nidra I – I – WHAT THE HAY DO I EVEN CARE!!?

Starburst then stomped her way over to the fridge and grabbed the milk, and then a bowl, and lastly she plopped herself down at the table and began eating her breakfast, crunching on the Honey Oat flakes, taking her frustration out on the tiny, innocent breakfast food. Star felt like such things as wondering if you have the perfect figure or were stunningly pretty were overrated. She was already in good health and in good, athletic shape. She didn’t do it to impress, it was just practical for a pegasus not to have excess body fat to slow them down during flight. And as far as looking pretty was concerned, well, it’s not like Star was looking to impress somepony, but that didn’t mean she didn’t maintain good grooming habits.

“Why am I even thinking about this? Guess I’m bored…” Star then looked out the window, staring off into space. “I’d go and fight, but thanks to that undercover Royal Guard still hanging around here somewhere, I can’t leave too long without raising up a red flag.”

It was a conundrum that had Star banging her head against the walls some nights. Even with the ring’s invisibility and intangibly functions, there was no way she could slip out of Ponyville for too long. Eventually one of her friends, or the RG themselves would come and see if she was home, and if she wasn’t then Star would get in even more trouble with her parents.

“And I’m on thin ice as it is. This would be so much easier if I knew who the Guard was!”



Starburst suddenly heard somepony knocking at the door. She looked up at the clock, which read 7:30, and the library wasn’t scheduled to open until 8:30, since it was a Friday. So she deduced it was probably one of her friends coming to check up on her. Star loved them, really she did, but there was such a thing as being too worried. Star got up from the table and made her way downstairs and to the door.



“Okay, okay, I’m coming, jeez.” Starburst then grabbed the handle and slowly opened the door slightly to see who it was. A mare stood before her, wearing a Wonderbolts hoody, her coat was a shade darker than that of the hoody, and for some reason she kept the hood up, obscuring her face a bit. “Library hours are from 8:30AM to 1:30PM, we’re closed for the moment.”

“Oh don’t mind me I just came for a visit.”

“A visit, are you talking about – HEY!”

The mare pushed passed Star and entered the library; she scanned the room, taking in all the details of the home/business/library.

“So this is where Princess Twilight lived before she moved to Canterlot. Always wanted to see the inside of the place, man so much stuff must’ve gone down in this place when the Princess lived here.”

Starburst smacked her forehead and groaned audibly. Great, some fan girl wanting to see my Mom’s old house. Starting to get tired of these types, although I have to admit, she’s got balls for barging in here, especially with me living here.

“Alright Miss whatever-your-name-is, you had your peek inside, now please get out of my house!” Star ordered.

“Sorry no can do.”

Starburst’s eye twitched at that, did she really just blow her off like she wasn’t a threat?

“Okay, you got two options. Option one: You leave out the front door, no broken bones, no black eyes, and no jail time. Option two: Same as one, but more violent, and you thanking me for giving you the courtesy of limping out.”

The mare turned to Starburst and shook her head while chuckling. “Oh boy, you really are a feisty one aren’t ya? But then again, I already knew that Princess Starburst, it’s probably what helped you in Stalliongrad.”

“Whoop-de-do, you know who I am so you also know that I’m not kidding when –!” Starburst stopped mid-sentence as the mare’s words started to register in her mind. “How do you know I was in Stalliongrad!?”

“Might be because we fought in that living Tartarus together, or it could be that we were roomies on the Nightingale.”

Starburst’s eyes grew wide with realization, but it couldn’t be, could it?

The mare started to remove her hoody and then tossed it on the floor. Once off, her coat color changed from the blue to yellow-gold, her mane and tail becoming a dingy white, and lastly, her eyes changing to that of a piercing blue color. Starburst gasped and backed away a bit as if she had seen a ghost.

“Hi Daisy, or do you prefer Princess Starburst – OMPH!”

The pegasus mare was soon tackled by Starburst, sending the two of them tumbling about on the ground before they stopped, with Star hugging the mare beneath her tightly.

“Sunny, oh Faust, you’re alive! You’re alive!”

Sunny started to see tears forming in Star’s eyes, she smiled warmly, but grunted when she felt Star’s hug grow tighter. She’s strong for a mare her size!

“Uh, Star, maybe you could let up a little, `cause if not, I might not be alive for much longer,” she wheezed.

Starburst immediately loosened her vice like hug on Sunny, the older mare sucked in wind after finally being allowed to breathe.

“I-I can’t believe it, you were surrounded by a swarm of griffons! How did you escape, why were you wearing the weird hoody!?”

“Whoa, whoa, I’ll tell you Star, I promise, but first I have one question.”


“Are you sure you’re not into mares?”

Starburst deadpanned, “No Sunny, I am not into mares.”

“Oh, well then you better get off me, the position we’re in is tempting me to test that theory.”

Starburst’s mind finally caught up with how they were positioned. With Sunny lying on her back, and Star, thanks to her shorter stature, was straddling Sunny’s stomach, and Star’s upper half hovering over Sunny’s face. The young mare blushed furiously as she flared her wings and jumped off of Sunny, using her wings to push off. Star then landed a few feet away from Sunny, her cheeks becoming red as cherries.

“I didn’t mean for that to happen! It was an accident, I swear!”

Sunny got up off the floor and brushed herself off, a sly smile curling upon her lips, “Made ya blush.”

Starburst started to fume from being tricked so easily, “Do you want me to hurt you?”

“Eh, I’m not really into that kind of kinky stuff, but uh, I wouldn’t mind giving it a try if it was you,” said Sunny adding wink of the eye.

Starburst’s face became red hot, “That is so not what I meant!”

“That’s twice now.”


The yellow-gold mare raised her hooves in submission, “I’ll stop, I’ll stop.” Starburst huffed as she turned her gaze away from Sunny. “Really, though, it’s good to see you Princess Starburst.”

Star glanced over at the mare and let a small smile creep onto her lips, “I’m happy to see you too, and lose the royal title thing, just call me Star.” The orange pegasus then turned directly to Sunny. “But seriously, how did you make it!? The last thing I saw was you throwing yourself into a horde of griffon soldiers!”

“Well, it’s a story.”

Cloudsdale, 2 Hours Later…

The floating city of Cloudsdale, home to every pegasus in Equestria, a city founded by the strong and courageous Commander Hurricane and Private Pansy, it was to serve as a the pegasi’s resting place and home. Many years have seen the expansion of the city, just as much, the city’s most important feature, the Weather Factory. Since the beginning, pegasi were able to manipulate and control the weather of Equestria, giving them a high status amongst many of the other pony tribes. But ever since the day of Hearth’s Warming, the pegasi worked in harmony with the other tribes to ensure that all had what they needed and that their new home would be properly taken care of.

Currently, two of Cloudsdale’s residents were flying towards City Hall, which still held onto its ancient architecture of large columns and heroic statues of pegasi past.

“I still don’t know why I have to come all the way here for a plaque,” said Rainbow Dash.

“The mayor of Cloudsdale wants to honor you Dash, and if you ask me this was a long time coming,” said Spitfire.

“It’s no big deal, they could’ve just mailed the plaque to me, and it’s not like I’m the only pegasus who’s done some great things.”

“Yeah, that’s true, but not many of those pegasi are Elements of Harmony, have defeated Nightmare Moon, Discord, a Changeling Queen, and a dark unicorn king, on top of being a Wonderbolt and Manager of the Weather Factory, even if it was a brief stint.”

Rainbow Dash blushed slightly as Spitfire listed all her accomplishments.


Spitfire smirked as she stared at Rainbow Dash incredulously.

“Jeez, used to be this kind of thing got you all hyper and squealing like a schoolfilly. You loved bragging about yourself, why’s getting a plaque such a hassle,” she asked.

“For one: I do not ‘squeal like a schoolfilly’, and B –”

“Really, that’s not what Soarin said.”

Rainbow Dash’s face was as red as the streak in her mane; she nearly fell out of the sky from what Spitfire said to her. After righting herself, Rainbow Dash tried to say something but each time it came out in gibberish. After waiting a few seconds to calm down, Rainbow Dash finally got back enough composure to speak in coherent sentences.

“What, exactly, did Soarin say?”

“Hmm, something about having to get a sound dampening spell projector for your guys’ room `cause he didn’t want you waking your kid, or the neighborhood with your ‘cute voice’.” Spitfire punctuated her remark by making air quotes with her hooves.

Rainbow Dash made a mental note to both buck her husband between the legs and to cut him off for the rest of the summer. With that out of the way, the two mares landed at the top of the Cloudsdale Pantheon, also known as City Hall. Rainbow Dash and Spitfire entered through the revolving doors, seeing many pegsai dressed in suits and flying about, either talking to other ponies about some political stuff, or going over important documents. The two Wonderbolts followed the signs all the way to the Mayor’s office. At the front was a pegasus mare with black, horn-rimmed glasses, she had her mane done into a ponytail and sported a dark shade of purple for her coat color.

“Ahem, we were called by the Mayor, he wanted to see me for something,” said Rainbow Dash.

The secretary looked up from her paperwork and smiled cheerfully at the sight of Rainbow Dash and Spitfire.

“Oh yes, the Mayor is expecting you Mrs. Dash and Mrs. Spitfire, please follow me.”

The cheerful mare led the two Wonderbolts through the double doors and into the office of Mayor Cumulus. The pegasus stallion was sitting at his desk while a another, younger stallion, with a gray coat, pointed out different parts for the Mayor to sign. The secretary demurely excused herself, gaining the attention of both stallions.

“Sir, Rainbow Dash and Spitfire of the Wonderbolts have arrived.”

The Mayor, a white pegasus with a dark brown mane and green eyes stared in amazement at the two mares before him.

“Ah Mrs. Rainbow Dash, and Mrs. Spitfire! I’m happy to see you both. Thank you Miss Fluff, that’ll be all.”

The mare excused herself from the room and shut doors behind her. Mayor Cumulus then got up from his chair and walked towards the two mares.

“It’s so good to see two of Cloudsdale’s finest back home, I’m glad you’re here.”

Rainbow Dash shrugged, “No problem Mayor, but, could you tell me what exactly I came here for? I mean, no offense, but if it was for an award we could’ve set up a meeting somewhere else.”

Mayor Cumulus then laughed heartily at Rainbow Dash’s eagerness to get to the point of the matter. “Ha, ha, very well, but you see, it’s not really an award we’re giving you. It’s a more of something to honor you and Mrs. Spitfire as well.”

Rainbow Dash and Spitfire looked at each other in confusion, prompting the assistant to clarify.

“The Mayor’s office was considering adding you and Mrs. Spitfire to Atrium Caeli Fecerunt,” said the assistant.

Both Rainbow Dash and Spitfire’s eyes bulged from hearing that. Atrium Caeli Fecerunt was old Pegasian for “The Hall of the Sky’s Heroes”, it was a hall where pegasi from ages past had statues erected and displayed. Only the worthy, those whom the pegasus community decided as a whole, were allowed to get a statue made of them and put inside that great hall. It was similar to Canterlot Castle’s stained glass windows depicting Twilight and their friends doing heroic and noble acts for Equestria. And yes, that was an honor, but this was something that the pegasi all over Cloudsdale decided on. It was a little overwhelming for them.

“Whoa…” Rainbow Dash managed to say.

“Yeah,” agreed Spitfire.

“I can see you two fine mares are struck speechless, well you’ve earned it, the both of ya.” Mayor Cumulus moved back to his desk and produced two pieces of legal papers that already had his signature written on them. “Just sign your names on these ladies and we’ll get started with the creation of the statues.”

Unfortunately, the signing of the papers was put on hold as a loud explosion went off in the distance. From the window of the Mayor’s office, all four ponies could see as one of the buildings had a big hole in it, and it was on fire – on fire, a cloud. But that wasn’t the end of it, oh no, in no time multiple explosions rang out through the entire city in succession.

“What the hay is going on!?” Mayor Cumulus yelled.

“A hostile takeover,” answered the assistant calmly.

All three ponies stared at the young stallion, confused by how calm, cool, and collected he was. Any rational pony would be going ballistic at seeing their home getting blown up, but he barely batted an eye.

“Now that you two have arrived we can begin the operation.” Before anypony could ask what he meant, the stallion tore off his business jacket and slammed his right hoof into his chest. At that moment a bright light erupted from the stallion, causing the Mayor to retreat to the safety of the two Wonderbolts. All of them watched as the pegasus stallion’s body grew, his wings becoming larger, his tail becoming whip like. His front hooves changed into dark yellow talons, while his hind legs became lion’s paws. Finally his neck elongated and his muzzle turned into beak that matched the color of his talons. His violet eyes narrowed as he let out a fierce roar into the air. None of them could believe it. The stallion had changed into a griffon.

“Ah, that’s better. Even for a glamour charm, you can start to feel real cramped in that shell of a small body.”

Rainbow Dash and Spitfire assumed a defensive stance, flaring their wings in preparation for an attack.

“What are you, a Changeling!?” Rainbow Dash shouted.

“No, I hate those little insects. I am one-hundred percent, pure blooded, griffon, Lazarus, at your service Mrs. Rainbow Dash.” The griffon politely bowed to the mare before continuing. “Now, if you all cooperate we can move through this operation with as little pain and without losing any more lives than are necessary.”

Spitfire snorted in defiance of the griffon, “You seem to think you have the upper hoof here, but you’re up against two Wonderbolts, you’d better give up now and save yourself some pain!”

At that moment the doors behind them were smashed open. Rainbow Dash, Spitfire, and Mayor Cumulus all turned to see what had happened. A second griffon entered the room, her fur and feathers were of a dark purple color, her head plumage were colored gray like the other griffon’s, they even had the same eye color.

“Freakin’ finally! I thought those assholes would never set off the charges!”

“Everyone this is my little sister, Lara, and do forgive her, she’s a bit crass.”

“Bite me Laz!”

“Already did that last week.”

Mayor Cumulus glanced between the two griffons and asked in a panicky voice, “W-What do you want!? Why are you here!?”

“Ah, a good question Mayor. You see, we’re the leaders of this little operation, a battalion of griffons from the Pretenders Division. To put it simply, we’re somewhere between assassins and foot soldiers. As to why we are here, well, we’re here to take control of Cloudsdale, its Weather Factory, and all its inhabitants.”

“Fat chance,” muttered Rainbow Dash.

“What was that bitch!? Care to repeat that to my face!” Lara leaned in close and stared down Rainbow Dash, bearing her sharp teeth

“You think you’re the first griffoness who’s gotten in my face!” Rainbow Dash got closer to the griffoness and bumped their foreheads together, both pushing against each other. “You don’t scare me! I’ve faced things scarier than you! So back the buck OFF!”

Spitfire and Cumulus just stared at Rainbow Dash, mouths agape at the fact that the prismatic mare was telling off this griffoness soldier like it was just another day at work. Scary thing is, the two thought, it probably was true.

Lazarus walked over to his sister and pulled her back by the shoulder, “Lara, we’ll have none of that. Now…” he then raised up his foreleg and brought his gauntlet to beak level, “All Pretenders, the fox is in the hen house. I repeat. The fox is in the hen house.”

Lara smirked, knowing exactly what that code phrase meant. She then looked upon the three ponies and smiled sinisterly, “Get comfortable ponies, this is our town now.”

Golden Oaks Library…

Sunny and Star were now in the upstairs den, both mares catching up with each other as Sunny told Starburst how she escaped the horde of griffons that nearly killed her.

“So after finally punching a hole through them I flew off like the wind! I had used up my last blades and decided to use a couple of swords from some dead griffons, after some fancy flying and about twenty or so dead griffons later, they backed me into a corner. It wasn’t until this bright flash of yellow light lit up the sky with the Equestrian Royal flag did the griffons retreat. I don’t know who or what did that, but it was the only thing that saved my life.

After a bit, I started to head back to our territory, but then I spotted you, in the Square, out cold. You were banged up really bad so I carried you back to friendly territory, and, as they say, the rest is history.”

Starburst couldn’t believe it, Sunny was the one who saved her after she passed out. That it was Sunny who had been watching her this whole time Star was in Ponyville.

“I can’t believe you’re a part of the Equestrian Bureau of Espionage. I thought you were just a soldier,” said Star.

“I am, but I also excel in combat, stealth, recon, and intelligence gathering. So they decided to keep me in both, when I’m fighting on the front lines I answer to the generals and commanders, but when I’m doing a mission as an EBE agent, I answer to the crown. It was Prince Valiant Heart’s idea that I keep an eye on you, since I’m the only one besides him who knew that you were pretending to be a soldier at Stalliongrad.”

Starburst winced at that memory; it wasn’t exactly the highlight of her life. “I’m sorry Sunny, I promise I wasn’t impersonating a Royal Guard just for fun, I was serious about it the whole time! I still wish I could’ve helped you out…”

“No, it was the right call. You were top priority to get to safety.”

Starburst scoffed at that, “Just because I have a royal title doesn’t mean that my life is automatically worth more than yours, Sunny.”

“On the contrary, it does, even more so to the griffons. If they had gotten a hold of you, if just one of them figured out who you were, we could’ve kissed Stalliongrad goodbye and the war along with it.”

Starburst slammed her hooves on the table and stared angrily at Sunny, “I know I’m royalty and that getting captured would’ve been bad for Equestria! I just…” Star released a strained sigh and sat back down.

“Do you know oath of the Royal Guard, Star?” Starburst thought for moment but nothing came to mind. “In days of peace, in times of war, protect the crown forever more. With our lives we will defend, our wills shall never bend. It’s kept secret until you enter the Academy, it’s a prayer and a promise, that no matter what, we will protect the citizens of Equestria from whatever evil befalls it. At the same time we shall act as the sword and shield of the crown. So don’t say that your life is equal to mine, it diminishes what other Royal Guards fought and died for.”

Starburst didn’t think it was even possible to feel guiltier than she already did, but to her surprise, she did. She impersonated a Royal Guard, and yet didn’t know what it truly meant to be one. With everything that Star was thinking about, there was one thing that struck her as odd. The EBE was an organization built upon the principles of intelligence, espionage, and secrecy.

“Sunny, why in the world did you go and blow your cover, I mean, I’m glad that you’re safe and alive, but, isn’t it against protocol to reveal your identity to the pony you’re supposed to be shadowing?”

Sunny Skies finished sipping her cup of coffee. She then brought her hooves together in a contemplating fashion. “Because, Star, for the last month I’ve been watching you, and somehow you’ve slipped by my detection, not once, but multiple times. Now, I’m good at giving the slip, but for you to disappear entirely without me knowing where you’re at takes some skill. Not to mention, I’ve noticed some strange flashes of light coming from inside the library from time to time…”

Starburst gulped, knowing where this line of questioning was going. Star had been using the cloaking and intangibility functions of her ring so much, she believed herself undetectable, slipping under the radar of her shadow. Unfortunately, now it seems that her jaunts to Ghastly Gorge hadn’t gone unnoticed at all.

“There’s also the added peculiar behavior you’ve shown lately. Ever since you heard Maretonia fell, you’ve been working out as if you were on a mission. One can’t help but think that you’re planning on doing something stupid, for instance, throwing yourself back into the battlefield, again.”

Starburst stayed silent for a bit. Should she tell Sunny? The two of them had been through a lot together already, and really, the fact the Sunny blew her cover to talk to Star about it meant that she’s willing to show a little trust. With a long sigh, Starburst raised her right hoof up to chest level.

“Ring, disable cloaking.”

[Deactivating EM Field Distortion.]

“Who said that – WHAT THE HAY!?”

The area around Star’s right hoof began to ripple, like a mirage that was coming into focus. After a few seconds the distortion vanished, revealing Starburst’s yellow power ring. Sunny stared at the object for several long and intense seconds. Starburst was starting to wonder if showing her fellow pegasus friend the ring was the right thing to do. She really had no guarantee that Sunny wouldn’t immediately report this to her mother, father, or even Valiant Heart. If she did, Star would lose her one and only chance to make up for her mistake, to live her dream of protecting the innocent and defending the weak from evil and strife. Finally, Sunny spoke, “Star…You’re…You’re the Golden Star!?”

The young pegasus mare simply nodded.

“Well…guess that means I owe you my life.”

Starburst was prepared for the worst case scenario, but she wasn’t really prepared for something like that, which delayed her response. “W-What!? Aren’t you going to tell me that I should give you the ring!? Or go to report to my parents or Valiant!?”

“Starburst, if it wasn’t for you, I’d have died in an alley with a hundred plus griffons tearing me limp from limp. And you helped us regain Stalliongrad, there are a lot of Guards and ponies who owe you their lives, and like I said, I’m one of them.”

“So…does that mean that you won’t report on this…?”

Sunny brought a hoof to her chin, thinking over the question. “I should, it’s my duty as an EBE agent. However, there’s no real proof about who the Golden Star is. I mean, who am I to question your sense of fashion tastes, isn’t that right Star?”

It didn’t take long for Starburst to catch on, a sly smile forming on her lips, “Yeah, it’s just a fancy ring I got. It looked cool, so I decided to buy it.”


Just then the ring started to flash rhythmically off and on.

“Uh, what’s it doing…?”

“Don’t know, ring what’s going on?”

[Large number of hostiles detected.]

Both Starburst and Sunny Skies sprang to their hooves, both mares’ expressions growing serious.

“‘Hostiles’, you mean griffons, where, are they coming to Ponyville!?” Star asked.

[Negative, they are –]

“LET ME GO!!!”

Starburst and Sunny Skies heard a voice yelling outside. Star seemed to recognize the voice, after cloaking the ring again, and after Sunny re-donned her Wonderbolts hoody, both of them rushed outside and saw a strange sight. Prism Bolt was, for some reason, being restrained by both Turquoise and Golden Delicious, both stallions working together to keep the angry pegasus from taking off. A mare strode up to Prism, with a purple coat, and an icy blue mane and tail. Starburst recognized this mare as Whirlwind, Prism’s ex-girlfriend/friend.

“Prism you have to calm down!” Whirlwind begged.


Starburst saw that other ponies were joining the crowd, with Star’s friends at the center of it all. She quickly pushed her way through them and ended up next to Crystal Clarity.

“Claire what’s going on, why’s Prism going berserk!?”

“Star it’s…it’s awful, Cloudsdale has been taken over by griffon soldiers!”

Starburst’s eyes went wide; she stumbled a bit as if the words had physically smacked her upside the head. After getting over the initial shock of it all, she quickly donned her more authoritative composure.

“How, what happened!?”

“Nopony knows! We just got the news just now! The Royal Guard has Cloudsdale completely surrounded, but they can’t get in, not with them holding everypony in the city hostage,” explained Claire. “And, unfortunately, Prism’s mother is one of the hostages, along with her friend, Captain Spitfire of the Wonderbolts.”

Starburst quickly glanced over her shoulder, hearing a shocked gasp from the crowd and knowing exactly who it belonged to. Her attention was quickly turned back to the three stallions at the center of the commotion. T had his strong forelegs wrapped around Prism’s barrel, holding the pegasus stallion down. Despite his draconian strength, Prism’s determination and fury was giving him the extra adrenaline boost to slip the dragon-pony’s grasp. When it looked as if Prism was about to get away, Del would tackle his friend back to the ground, both working in tandem to keep Prism from taking off into the air.

“Prism listen to us, you can’t go to Cloudsdale! They’ve cut off all air traffic in and around the area, you’ll be arrested! You can’t help your mom like this!” T shouted.

“Just listen to us, Ah know you’re worried, but goin’ off and gettin’ yourself killed won’t help nopony, especially her!” Del yelled.


Prism then bucked Turquiose in the chest, hard, knocking the air out of his lungs. Normally T would’ve shrugged it off, but he wasn’t expecting his friend to hit him full force. Feeling the dragon-pony back off, Prism pushed Del back and delivered an uppercut to the stallion’s jaw, sending him flying backwards and landing sprawled out on the ground. Starburst gritted her teeth and was prepared to get in there and face down Prism, he may’ve been taller and stronger than her, but Star wasn’t an easy opponent, not after all the training she did. But before Star could do anything Anthea broke away from the crowd and stood right in front of Prism, giving him a serious and determined look.

“Annie what are you doing,” cried T with a pained voice.

Prism looked down at the blind mare and snorted angrily. “Out of my way Anthea – NOW!”

Anthea narrowed her gaze, “Sleep.”

The unicorn mare’s horn flashed with green mana, right in Prism’s face. The flash was powerful enough that it sent Annie flying back, but luckily, Claire’s horns flared up, using her magic to catch her friend before she barreled into the crowd. Prism didn’t go anywhere, instead he wobbled back and forth, shaking his head as if trying to fight the influence of whatever spell Anthea had cast. Finally, the spell won out and Prism fell to the ground, knocked out. Turquoise went to his Love’s side, supporting her since she too was wobbling. Starburst helped Del get back up to his hooves, inspecting his jaw to make sure it wasn’t broken. The others gathered around Prism and then they stared at Anthea.

“Annie what did you do,” asked Candy.

“I used a sleep spell that Nidra showed me,” Annie paused to rub her head, “However, it’s not exactly my forte, and it took me some time to build up the necessary amount of mana to cast it. I’m feeling kinda drained, but it was worth it.” She then looked to T and then in the general direction where she assumed Del was, “I’m sorry you guys, if I knew he’d get that upset I would’ve started charging the spell sooner…”

Turquiose nuzzled his marefriend comfortingly, “It’s alright Annie, and I’m made of tougher stuff than that.”

“Same here, June can punch harder than that,” said Dell.

The mare in question, a mulberry earth pony mare with a red mane and pink highlights, gave her cousin a cross look, “Excuse me if I didn’t think that that spider prank was funny.”

“In any case,” spoke Claire, using her magic to levitate Prism off the ground, “we need to get Prism back home. Del, Turquoise, you two shall stand guard at his house. Annie, how long will the spell last?”

“Hard to say…Prism should be out for the next eight hours, but he could wake up sooner, given how he was fighting it earlier. I’ll go with them in case I have to cast it again.”

“I’ll go with you,” said Whirlwind, “maybe I can calm him down when he wakes up.”

With their plan settled upon, Claire draped the sleeping stallion on Turquoise’s back and the five of them were off to Prism’s house. Meanwhile the crowd was murmuring and getting restless at what they had just seen, prompting Clarity to turn to them.

“Alright everypony, nothing to see here, go on about your business!” Nopony seemed to be paying attention to her. “Hello, everypony, please clear the area!” Yet again, nopony listened.

Finally having had enough of being ignored, Claire’s horns began to glow and with a deep inhale unleashed a torrent of sky-blue dragon fire into the air. The crowd immediately went silent as they watched the dragon-pony bellow out her magical flames. After a short ten seconds, Claire extinguished her flames, dabbing the sides of her mouth as if she had eaten a messy meal.

“Okay, now then, please, will everypony kindly go on about their business? I’m sure that many of you have relatives who are in danger as well, go home and pray for their safety.”

It didn’t take long before the crowd dispersed and went on about their day, albeit with a sense of dread about the fate of the pegasi in Cloudsdale. Star offered to watch Prism, but Claire and Candy told her that she shouldn’t worry and that they’d have it under control. Starburst didn’t argue with them, because she knew that they did have it under control, and there was somewhere else she needed to be. Star made her way back to the library, but stopped when she noticed Sunny leaning up against the side of the building, hood up, staring at the ground. The young mare walked closer to the older mare and stood there in front of her.

“Sunny…I’m so sorry.”

“That ring, how powerful is it?”

Starburst raised an eyebrow at that question, but answered nonetheless.

“Very powerful, even more so now that I know how to use it.”

Sunny didn’t say anything; Star was starting to get worried about Sunny, seeing as how her mother was trapped in Cloudsdale as well.

“……I’ll keep your friends away from the library for as long as I can……” Sunny then walked passed Starburst, but not before whispering, “Save them…”

Starburst nodded, not turning back to see if Sunny saw her. The pegasus mare then entered the library and locked all the windows and doors to the tree house.

“Ring, check power levels.”

[Power levels at 50%.]

“Better recharge.”

Starburst pointed her ring forward; she then mentally commanded the yellow ring to summon forth her power battery. The ring shined with yellow light as it tore open a dimensional hole in the middle of the room. From the rift her Fear Lantern power battery floated out of the breach between the dimensions and landed in front of her, with the rift closing up behind it. Starburst then thrust her right hoof into one of the open ports; activating the power battery and making it ignite with the power of the light of fear. Once again, Starburst felt the surge of energy rush through her body, but unlike last time, she was used to it.

“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!”

The battery and ring shined with a blinding golden light, her body was quickly enveloped by it, granting Star her armored uniform, with the Fear Lantern insignia shining upon her chest plate.

[Power levels at 100%.]

“Good,” Starburst then reopened the portal and sent the power battery back to its dimensional hiding spot, “You know what, calling myself a Fear Lantern is starting to get easier, I’m glad I changed the oath.” Starburst then stared up at the ceiling, “Let’s go, it’s time for Equestria’s Golden Star to shine once again!”


Starburst’s body faded and vanished from sight; she then shot up and passed right through the ceiling. The Fear Lantern then looked down upon the town of Ponyville, saying a silent prayer before ascending higher into the sky. She then deactivated the invisibility function; doing so to conserve energy, Starburst then aimed herself in Cloudsdale’s direction and shot off faster than a rocket, with a yellow streak of light forming in her wake.

Author's Note:

To Be Continued…