• Published 18th Oct 2014
  • 2,359 Views, 118 Comments

Power Ponies: Heroes of the Next Generation - N7_Spartan117

When the Power Ponies go missing, it's up to their children to take up the superhero mantle to save them and the world!

  • ...

Twenty-two Years Later

Spike & Rarity

“Spikey, would you be a dear and help me?” called the former heroine Radiance (now referred to as Rarity) from her workroom. It was not long before a large dragon with purple scales and green spines walking on all fours walked into the room.

“Yes, dear,” said the former sidekick, Hum Drum II (now referred to as Spike).

“Could you please hand me that thing of fabric over there?” asked Rarity as she used her magic to place small jewels on the dress she was working on. Spike quickly grabbed the fabric in question with his long dragon tail and handed it to his wife.

“Aw, thank you, sweetie!” said Rarity with glee as she gave her husband a kiss on the cheek. It had only been a few years after Spike had joined the Power Ponies when he and Rarity started dating, and only a month after their forced retirement when the two married. “I simply do not know what I would do without you.”

“Probably lose your mind doing all these orders by yourself,” remarked the dragon as he walked around the room, studying the wide variety of dresses and suits still on the mannequins.

“You might be right, but I have to finish this one before I can even think about the others!” Spike looked over to the dress in question and saw a beautiful blue dress with lavender-colored gems.

“Is this one for Claire?” asked Spike as he walked over to get a better look at the dress.

“Yes, what do you think?” asked Rarity as she walked over to her jewel chest to get more for the dress.

“Perfect as always, I think she will love it.”

“Really? That’s wonderful. Now it just needs a few more g-......” said Rarity, stopping mid-sentence.

“Rarity, what's wrong?”

“This is the worst possible thing! I am all out of jewels!” Spike couldn’t help but laugh as his wife began to overreact, again. “Are you laughing at me? Bad dragon!”

“I...I am sorry, but couldn’t you just use your powers to m-”

“NO!!!” shouted Rarity, startling the giant drake. “I mean, I want it to be special, so I refuse to use my powers on her dress.” Spike could only smile at his wife as she stared into her empty gem chest.

“It’s okay, I understand,” said Spike as he wrapped his wing around his wife to comfort her, “Would you like it if I went and got you some more?”

“Aww, thank you sweetie!” exclaimed Rarity as she gave him another kiss, “Don’t forget we are meeting Twilight and the others today.”

“I won’t.”

“Are you going to take Turquoise with you?”

“No, I think he is helping Claire at her shop today,” said Spike as he began to walk out of Carousel Boutique, the house/workplace of Rarity and Spike, into the streets of Ponyville.

Turquoise Blitz & Crystal Clarity

“Okay, Claire, where did you want me to put these?” asked a tall green dragon-pony hybrid with bat wings known as Turquoise Blitz. His sister turned to see her brother holding a large bucket full of gems in his hoof-claw.

“Just put them in back with the others, darling,” answered Crystal Clarity, T’s older sister, a lavender-coated dragon-pony hybrid.

“You sound just like mom when you say that.”

“Well, what can I say? I did get it from her,” remarked Claire as she turned back to place a case full of rings and necklaces into a countertop display case. Claire was the proud owner of Heartfire Jewellery, a small expansion of Carousel Boutique she opened on her twentieth birthday. Her business was doing rather well with a great deal of customers from the Crystal Empire, Maretropolis, and Canterlot coming in to buy her hoof-crafted jewelry. It also helped that she was dating Princess Celestia’s son.

“So, Claire, how’s your coltfriend Illusion?” asked T as he finished putting the last of the gems in a safe.

“He’s doing okay. He and his mother are on a peace tour, so he will be away for a while,” answered Claire with a bit of sadness in her voice. “But he did tell me, he will have a surprise for me when he gets back.”

“Huh, I guess mom might finally get her wish,” said T under his breath.

“What was that?”

“Nothing!” answered T quickly as covered his mouth with his hoof. Claire raised an eyebrow at her little brother’s actions.

“Speaking of coltfriends and marefriends, how are you and Annie?” asked Claire, causing T to become ecstatic.

“Annie? She is wonderful!” said T as he started to think of his marefriend, Anthea, a young unicorn with a light pink coat and light green mane. “She’s getting really good with her magic. Thanks to Miss Twilight, she even learned how to see with technology, like small robots.”

“Ah, I remember when she first started to see with small animals. You were so scared she would not want to be your friend anymore that you locked yourself in your room for three days.” T started to blush at the memory of him and Annie’s childhood. Just as Turquoise pulled himself out of his daydream, two large unicorn stallions wearing masks barged into the store.

“Alright freaks, put your hands up!” ordered the stallion wearing a clown mask as he and his partner raised their guns. The two kirin did as they were told, halfheartedly.

“Good, now take us to your safe,” said the stallion wearing a goblin mask.

As the siblings lead the robbers to the safe, they gave each other a knowing nod. Turquoise then raised his giant bat wings to knock the robbers off their balance. As the thugs struggled to their hooves, Claire extended her razor-sharp claws and sliced the clown’s gun in half.

“You freaks!” shouted the goblin as he opened fire on the siblings, but missed as T used his wings to deflect the bullets. In fear the robbers then fled as the kirin both started to breathe small jets of fire out of their mouths.

“Well, that was rude,” remarked Claire as she started to clean up the destroyed guns. “Are you okay, darling?”

“Yeah,” answered T as he checked his undamaged scales. “Hey, what time is it?”

“It’s twenty minutes until three,” answered Claire as she extended her sharp claws to help shape a emerald.

“Oh no, I am going to be late!” T then quickly galloped out of the shop and expanded his large bat wings to take flight. While flying in the direction of Anthea’s house he passed his friend Prism Bolt, a blue-coated pegasus stallion with a rainbow colored mane wearing strange, full-body, silver-colored armor, searching for his rainbow-maned mother.

Prism Bolt

“Mr. Bolt, I do believe that Miss Twilight said only to test the repulsion jets capability,” said a small green unicorn stallion wearing a Sparkle Industry lab coat as he chased after Prism.

“And what better way to test them than with a little competition?” replied Prism as he began to turn on the repulsion jets on his hooves. The jets started to shoot out small rainbow colored flames as he lifted off the ground, and little flaps started move up and down on his back.

“O...okay, take it nice and--” said the scientist before Prism blasted off to the other side of town, “...slow.”

“WHOA!!! This is awesome!” yelled Prism as he flew past several buildings. As he flew, he could see little school foals pointing to him as he flew past. “Okay mom, where are you?”

As Prism finally reached the far end of Ponyville, he saw his mother sleeping on a cloud above the Sparkle Industry Headquarters building. Sparkle Industry was an multinational technology corporation that had made many technological advancements in the field of energy and augmentation for ponies with missing limbs and vital organs. The company was founded by the former superheroine Masked Matter-horn, a few years after the Anti-Superhero Act was passed. Prism soon found a cloud floating close to him, and began to drag the cloud over to his mother.

When he had moved the cloud a few feet above his mother, Prism began to jump on the cloud, causing it to shoot lighting and scare his sleeping mother. “AHAHAHAHAH!” screamed Rainbow Dash as she fell off her cloud, but thankfully she caught herself before landing on the building, “Who dares wakes the great and powerful Za-uh, Rainbow Dash!!!” Prism could help but laugh as his mother acted as if she was calling lighting down with her lightning bolt necklace.

“It’s good to see that you are finally up,” said Prism as he descended to the same altitude as Rainbow Dash. As Rainbow’s eyes adjusted to the glare coming from the sun shining off of the armor, she began to laugh at her son’s attire. “Yeah, yeah, yeah, laugh it up, but this suit will finally help me beat you in a race.”

“Yeah, right,” said Rainbow as her boisterous laugh died and began to stretch out her wings, “Maybe this time you won't crash into a building and have to get a job as a tester.”

“That only happened one time, and it was just a cabin!”

“Whatever. Look on the bright side, at least you can go and have Candy kiss your next scar if you crash,” said Rainbow as she teased her son about his crush on Pinkie Pie’s oldest daughter, Cotton Candy. She was a lite blue coated earth pony with a pink mane and white stripe going through it, and a cotton candy as her cutie mark.

“I don’t have a thing for her!” yelled Prism as he began to blush--thankfully the armor’s face masked it.

“I never said you did.” Prism’s face then began to glow deeper out of embarrassment. “Anyways, did Twi’s nerds keep the thing that lets you shoot out the metal feathers?”

“Yes, watch this!” Prism raised his right wing and used his helmet computer to mark a tree from across the street. Once he had a clear shot, he fired off six razor-edged metal feathers out of the armor’s wings, hitting the tree dead in the center of its trunk. “Cool, huh?”

“Yeah, but not as much as me,” answered Rainbow as she readied herself for the race. “So, are we racing or not?” As Prism started to ready the armor’s jets, Rainbow decided the destination of the race. “Okay, last one to Sweet Apple Acres has to clean up after Tank for the week.”

“Alright. On your mark…. Get set….” said Prism as his jets started to burn brighter.

“GO!!!!” shouted Rainbow Dash as she flew off, leaving Prism in the dust.

“Hey!” yelled Prism as he took flight, quickly catching up to his mother. As both pegasi raced, Prism saw that Rainbow was starting to get ahead, and decided to push the repulsion jets further, gaining a small lead.

“Uhm, Mr. Prism? I don’t think pushing the engines like that is a good idea,” said the unicorn stallion, as his image appeared on the bottom of Prism’s screen.

“It’s fine. You eggheads worry too much,” said Prism as he brushed off the scientist.

“Mr. Prism, I must insist you do not push them any further. If you do, they will fail,” warned the scientist, but Prism put the speaker on mute and continued to push the engines to their limits.

“What?!” yelled Rainbow Dash as her son started to gain a greater lead, leaving behind a rainbow-colored contrail. “No, this is not fair!”

“What’s the matter? Afraid of losing?” asked Prism as he laughed. It wasn’t long before he saw the halfway point, Sugarcube Corner. Just as Prism was about to lose his mother for good, he saw his screen flash a warning sign, saying the engines were overheating. “What?! What do you mean overheating?!”

It wasn’t long before the jets cut completely off, sending Prism plummeting to the ground. Prism quickly started to flap his wings, but the armor was too heavy. He then crashed headfirst into one of the kitchen walls in Sugarcube Corner; luckily, his head was only the only part of him that went through the wall, and did not cause further damage.

“Oh, great,” said Prism as he heard his mom laugh from above as she passed by. Prism then proceed to open his face plate, only to have the brim of his nose kissed by Cotton Candy on accident.

“I told you she would do it!” yelled Rainbow as she passed by again to see them through a window into the kitchen.

Cotton Candy

As Candy and Prism stared into each other eyes in shock with both faces growing more and more redder, Candy was trying think of a way to explain the accident.

“I am so so sorry, it was an accident!” said Candy as she backed away from the shaken Prism. It wasn’t too long before her mother, Pinkie Pie (formerly know as Fili-Second), burst into the kitchen with her party cannon to blast Prism out of the hole.

“Yeah!! Candy admitted her crush to Prism!!” yelled Pinkie, causing Candy to conjure and shoot a small pink crystal javelin at Prism , who was falling back down to the ground, teleporting him a hundred feet above the entrance of Sweet Apple Acres. “Hey why did you do that? I thought you liked Prism.”

“MOM!” yelled Candy in shock as her blush grew deeper. “I have never, ever said that.”

“Yeah, you did! I heard you talking in your sleep. ‘Oh, Prism, your wings are really, really strong. Let’s kiss!’” said Pinkie as she played with two wedding cake toppers that strangely looked similar to Candy and Prism.

“Well...I….uh….uh...Hey, where is the next order going?” asked Candy as she quickly grabbed boxes of sweets on a nearby counter. Pinkie only gave her a sly smile, seeing that she struck a nerve.

“Oh, that one goes to Canterlot. The address is 117 Moonlight Drive,” answered Pinkie as she galloped back and forth between putting icing on a cake and baking another at lighting-fast speed.

“Okay, I will be right back.” As Candy put the cake into her saddle bag, she shot another crystal in front of her, opening a portal into a back alley in Canterlot. Candy walked through the portal and emerged on the other side to the dark alley. When Candy was just a filly her powers started to develop, granting her the ability to create teleportation portals and allowing her to teleport anywhere, the only problem was since she was terrible with directions she had to have either been to or seen where she wanted to go. Luckily her mother took her on many deliveries throughout Equestria and showed her where she could use her powers to teleport, mostly back alleys or vacant lots.

“There it is! 117 Moonlite DR,” said Candy as she walked around the central hub of Canterlot. Candy quickly galloped over to the house and delivered the order, and began to walk back to the alley to where she had entered. The only problem was that she could not find it. “Oh come on, not again. Stupid sense of direction.”

As Candy walked around Canterlot to find a safe place to use her powers, she discovered that she could not find any back alleys close to her where she could use her powers because of the huge parade for Flam & Flim Industry; they had arrived to meet with several politicians to discuss a new weapons contract. After an hour of searching, Candy finally found a deserted street to teleport, or so she thought.

“Hey there, pretty filly,” said a tall unicorn stallion as he appeared from behind a building with a pegasus and earth pony following behind him.

“Oh hello,” said Candy as she turned to face the trio of three, “You scared me.”

“Our apologies, my dear. We did not mean to startle you,” said the pegasus as he walked towards her.

“It’s okay. Can I help you?”

“Yes, you can!” said the earth pony as he grabbed her saddle bag full money. As Candy and the stallion began to struggle, the other two stallions started to rush towards her.

“Oh no, you don’t!” Candy quickly bucked the earth pony off of her and threw two of her crystals at the other stallions, teleporting them above the earth pony.

“Ugh….what...what just happened?” said the leader as he staggered to his hooves. As the thugs began to get their footing, Candy quickly opened another portal back to Sugarcube Corner.

“Phew that was close,” said Candy as she reappeared back in Sugarcube Corner’s kitchen.

“How did the delivery go?” asked Pinkie as she galloped into the kitchen with a large box of cookies ready to be delivered.

“Oh, you know, same as always.”

“Okay, here’s the next order. I bet you will like where this one is going!” said Pinkie as she grinned at her daughter.

“Where….where is it going?” asked Candy as beads of sweat rolled down her head.

Pinkie’s grin began to grow larger as she watched her daughter put the boxes into her saddle bag. “Sweet Apple Acres, where your coltfriend Prism is!”

Candy then threw two crystals at her mother in embarrassment, one below and one above her, causing her to fall in an endless loop. “WHEEEEEEEEEEEEEE!”

Golden Delicious

“Okay, Prism, that should do it,” said Golden Delicious, a tall, yellow-coated earth pony stallion with a golden apple as his cutie mark, as he used his socket wrench to finish tightening the final bolt on Prism’s armor. It had been damaged when he crashed after Candy’s portal teleported him.

“Thanks, man,” said Prism as he closed the helmet’s face plate and began to test the armor’s systems. As he did, the hoof thrusters began to burn and the flaps on his back began to stabilize him.

“So, d’ya want to tell me what you did to bang up your armor?” Just as Prism was about to answer Del’s question, a large pink portal appeared next to them.

“CANDY?!” yelled Prism as he saw Candy walk out of the tear. As soon as Candy saw Prism, she dropped her delivery and galloped back into her portal , and Prism started the armor’s jets and flew away.

“Uh……..” As Del watched Prism fly off and Candy’s portal close behind her, a pink blur appeared galloping towards him at superspeed.

“Did Candy forget to get the bits for the order?” asked Pinkie. She then spotted the trail of smoke Prism’s armor left. “Ah, I see.”

“Yeah, here’s yer bits, Ms. Pie,” said Del as he handed the money over to Pinkie; she quickly thanked him and started to gallop back to Ponyville, yelling “Meep-Meep!” Del picked up the box of cookies and walked back to the house, but on his way into the house, he noticed a couple of apple baskets that had not yet been filled. Del quickly galloped into the house and placed the boxes on the kitchen table, and galloped out to the apple orchard with the baskets strapped to his sides.

After couple minutes of searching, Del finally found one tree full of apples, an exceedingly large one. Del quickly placed the baskets around the tree and began to buck the tree, but none of the apples fell.

“Come on, fall already!” said Del as he buck the apple tree as hard as he could. After several attempts to knock the apples off the tree, Del decided use his superpower and transformed his entire body into gold-colored steel. Del had discovered his power when he was a young colt when he was out helping his mother Applejack (formally known as Mistress Mare-velous) in the west orchard. He was climbing up a tree to reach an apple, but fell out of the tree, and as he fell to the earth, his dormant power revealed itself, turning his entire body into steel. He fell to the earth, leaving a small hole where he fell.

“Okay, this should do it.” As Del began to kick the tree, a small sign fell from it reading, “Golden Delicious DO NOT BUCK THIS TREE.” Del ignored the sign and continued to hit the tree. It did not take long for the apples to start to fall, and as they did, the whole tree began to shake and roots began to surface from underneath the ground.

“Okay, that should do it,” said Del as he lifted the baskets full of apples and changed back to his regular form. As he began to walk back to the farm, the tree began to sway back and forth until a loud SNAP. “That can’t be good.”

Back at the farmhouse, Applejack had just finished polishing several of her old hoofarangs and placed them back into a small box next to her old Mistress Mare-velous outfit, when she heard a loud crashing sound. Applejack only had a small smile on her face as she walked into the kitchen to find Del; outside, a large tree sat in the middle of the road.

“Let me guess,” said Applejack as she pointed to Del. “You bucked Old Stanlee, and used your powers to make him fall?”

“Yes, ma’am,” answered Del as he looked to the floor in shame. “Ah’m sorry. The tree was being stubborn and wouldn’t let the apples fall. So ah thought that if ah only used m’powers for a bit, ah could get a couple o’ apples.”

“Ah can see you got a couple of them,” said Applejack sarcastically as she noted the large baskets of apples Del brought in. “Tell you what. You deliver these here pies to Ms. Fluttershy, we’ll pretend this never happened, and you can still have your date with Starburst.” Del quickly hid his reddening face from his mother’s knowing look, and quickly grabbed the pies and galloped to the home of the former heroine Saddle Rager, now known as Fluttershy, and his friend Anthea.


As Anthea was finishing her chores, she could hear her adoptive mother talking with Del in the living room.

“Thank you very much, Golden,” said Fluttershy as she took the pie from Del. “Annie! Sweetie, your friend Del is here.”

“Hey Goldie,” said Annie with a smile on her face as galloped down the stairs to meet her friend.

“Hello, Annie, how are you?” asked Del.

“Good, Have you seen T?” asked Annie as she peeked her head outside of the front door.

“Ah’m afraid not,” answered Del, causing Annie’s smile to slowly fade. “Y’all have a date planned or something?”

“Yes,” answered Fluttershy as her adopted daughter continued to look out the door. “But he is always early to pick her up.”

“Well, ah’m sure he’ll be along shortly.” Hearing this did give Annie some comfort about her coltfriend as she said goodbye to what she could see as a gold blur. Annie was blind all her life, but thanks to her magic she could see colors, but not shapes, so everything to her was just a blur.

On her seventh birthday, she discovered that she could take over small animals’ minds and use them as her eyes. When Turquoise found out that she could see, he was so afraid of what she would think when she saw him that he hid from her. It wasn’t until she used a bird from outside of his bedroom window that she saw what he really looked like. It did take awhile, but after reassuring T that she did not think he was a monster, he finally came out of his room, and unbeknownst to the two, would plant a seed that would later blossom into love.

“Annie, don’t worry,” said Fluttershy as she wrapped her wing around Annie. “I’m sure Turquoise will be here soon.”

“I know, but if you don’t mind, I am going to wait for him outside.” Annie then made her way to the backyard, and once she was alone she began to charge her horn. As her horn began to glow with a light blue aura, Annie took over the mind of a falcon that was resting in a nearby tree, and commanded it to fly out in search of T.

As the falcon took flight, three snakes slithered out if their hole and moved to strike Annie. Annie quickly used the falcon to try and scare them, but sadly it only made the serpents angrier. They quickly tried to rush Annie, but she used her telepathy to take control of the red snake to fight the others.

The other two snakes hissed at the controlled snake and began to strike at him. As the snakes and Annie fought, Turquoise had arrived at the cottage and could hear Annie voice coming from behind the house.

“Annie, I’m here,” said T as he slowly made his way to Annie, but she was too busy with her powers to notice him. Annie had already scared away one of the snakes, but the garden snake still remained.

“Annie?” Still no answer. T gently put his hoof claw on her shoulder to get Annie’s attention. As he did, Annie’s connection to the snake was severed, and she transformed her entire body to solid diamond, causing the snakes to flee in terror.

“Eeep!” squealed Annie in fear of her intruder. She turned to face Turquoise and began to punch the large green kirin.

“WHOA! Annie, it’s me!” said T as he blocked the punches with his wings.

“Oh my, I am so, so, so sorry T!” said Annie as she turned back to her normal form.

“It’s okay,” said T as he tried to comfort the overly apologetic mare, “I shouldn’t have startled you like that.”


“So, what were you doing that made me scare you?”

“I...I was worried that you were not coming for our date,” confessed Annie as she started to blush. “So, I used my power of telepathy and took over one of mom’s falcon friends to help me find you, but then some snakes showed up and I had to fight them.”

“Are you okay?” asked T as he started to frantically check for bite marks.

“I’m okay, T,” reassured Annie, “I learned that now I can control two things at once!”

“Congratulations!” said T with a huge smile on his face. “So are you ready to go?” Annie gave an excited nod in response. As the couple made their way towards Ponyville, a thought crept into Turquoise’s head.

“Hey Annie. Do you have to go to Miss Twilight for your magical lessons?”

“Nope,” answered Annie as she kissed T on his cheek. “She said something about trying to spend the day with Star.”


“Are you sure this will not hurt?” asked Starburst, a small orange-coated and navy-maned pegasus mare with a pink and blue stripe in her mane and tail, large wings, and a starburst cutie mark.

“Star, are you ready?” asked the former leader of the Powers Ponies, Masked Matter-horn (Twilight Sparkle), from the main library. Although Twilight was a CEO of her billion-dollar company, Sparkle Industry, she chose the town library as her home.

“Yeah...yeah, mom!” said Star nervously. “Okay, but if I do this, you have to promise not to make me hurt ponies I don’t want to,” she whispered to something dark.

“Yes, yes, yes. Now please, just hurry,” said a small black symbiotic ooze that was communicating to her through a tentacle touching her hoof.

Star then gave a nod, “Alright, let’s get this over with.”

The symbiote slowly started to reach out several of its smaller appendages and latched onto her hoof. Once the symbiote had firmly grabbed hold of her hoof, it started to expand and cover her entire leg.

“AHHHHHH!” screamed Star in confusion as the symbiote started to cover more of her body.

“Star, are you ok?” asked Twilight as she raced up to her daughter’s room.

“Yeah, mom. I just hit my hoof on my be-AHHHH!”

“STAR?!” Without a second thought Twilight blasted the door with an energy beam and galloped into the room. “Star, sweetie, are you okay?”

“Yeah, mom,” answered Star as she started to stand up. As the smoke cleared from Twilight’s blast, Twilight was able to get a good look at her daughter, and what she found frightened her.

Starburst had transformed into an Alicorn. Not only that, but her once orange coat was now jet-black with her cutie mark in the center, and her face covered by a black mask with purple colored eye lenses, but Star quickly retracted the mask to show her face.

“Wh….wha...what happened to you?” asked Twilight in a frightened tone.

“Well…... uh……”

“Okay, Star, now raise your wings,” instructed Twilight as she stood behind a shatter-proof window. Twilight had taken Starburst to her underground laboratory to run tests on her newly transformed daughter.

“Mom, we have been at this all day,” complained Star as she raised her extremely large wings. “Can we stop this so I can go over to Del’s to work out?”

“No sweetie, I know you want to go on your date with Golden.” Hearing this caused Star’s face to turn red.

“It’s not a date!”

“Sure it isn’t,” said Twilight with a shy smile on her face. “We just need to run a few more tests first.”

“Mom, I am fine, nothing is wrong with me. Just let me leave.”

“NO!” yelled Twilight as she walked out from behind the window. “Star, do you know how bad this could be?” Twilight was very concerned about her daughter, “I just want to see if I could get it off of you so I can….”

“Destroy him,” remarked Star in a cold tone as she raised her wings in defense. “I will not let you destroy him!”


“Yes, him! He is my friend!” As Star continued to get more and more enraged, the symbiote started to grow several large tentacles, scaring Twilight.

“S….St….Star,” said Twilight in fear of the sight. “I just want….”

“She seeks to kill us,” said the symbiote in Star’s head. “You promised you would protect us.”

“I will,” said Star outloud, comforting the symbiote and confusing Twilight.

“You will let me test it?”

“NO!” yelled Star, becoming more irritated thanks to the symbiote toying with her anger. Seeing the fear in her mother, Star started to calm herself and retract the tentacles. “I am sorry.”

“It’s okay, sweetie,” said Twilight as she hugged her daughter. “How did you…..why did you do this, Starburst?”

“He heard you talking with our scientist about him last time I found him,” confessed Star as she looked at her new black-coated, armored fur. “He was so afraid of what you were going to do to him.”

“She protects us?” asked the symbiote to itself as it watched from inside Star’s mind.

“So I thought that if I fussed with it, I could save him.”

“But why protect this thing?”

“Remember the meteor shower when I was a filly?”

“Yes, if I recall you were seven when that happened,” said Twilight as she recalled the event in question.

“When I was eight I found a small hole in the backyard and found him as a small thing of black goo.”

As Star continued to explain how she had befriended the symbiote when she was a foal, Twilight noticed Star’s black coat start to move as if it was alive and her teeth starting to turn to fangs, making her feel uneasy.

“So that’s it, after he helped me get over my self-esteem issues, I promised to take care and protect him.”

Twilight just stood there and stared at Star as she tried to figure out what to say. Thankfully she found something that may have been able to help her daughter. “Star I understand that you don’t want to get rid of it--”

“But, mom!” interrupted Star in an angry tone.

“She will destroy us,” said the symbiote in Starburst head. “KIll HER!”

“NO, I WON’T!!!!”

“I know you won’t, and it looks like you can’t,” said Twilight as she read Star’s test results that showed the symbiote was permanently stuck to her.

“I'm sorry, mom.”

“I know you are, but we will need a disguise for you.” Twilight then pulled a small device in the shape of a wristwatch out of a drawer and put it on Star’s hoof.

“What is this?” asked Star as she messed with the strange device.

“I call it an Image Inducer,” said Twilight as she started to push random buttons. “I had it created it to help hide my wings, so I figured it could help disguise you.”

Only a few ponies knew about Twilight’s wings. After the Anti-Superhero Act, Twilight was beginning her small energy and technology company when a lab experiment went wrong. A prototype for an cheap source of energy exploded and transformed Twilight into an alicorn and made her energy bursts even more powerful.

“Now, this button turns it on,” said Twilight as she pressed the button and changed Star back into her normal, orange-coated pegasus self, “And the one beside it turns it off.”

“Okay, got it,” remarked Star as she turned the Inducer off. “See? I told you I would protect you.” thought Star, talking to the symbiote.

“You have, and we thank you,” remarked the symbiote, happy that it was still safe.

“Mom, can I….”

“Yes, you can go on your date with Del,” answered Twilight, causing Star’s face to turn red.

“IT’S NOT A DATE!!!” yelled Star as she showed her fangs, and tentacles formed on her body.

“Calm….calm down, Star,” said Twilight nervously, frightened by her daughter’s display of anger. “I was only joking.”

Star quickly retracted the tentacles and calmed herself, much to the symbiote’s disappointment. “I’m sorry.”

“It’s okay. That thing must have an affect your emotions. Just try to stay calm, okay?”

“Okay, Mom.” Star quickly turned her inducer back on and made her way towards Sweet Apple Acres.

As Twilight started to put away her lab equipment, she noticed a photo of her and her former teammates. Her eyes began to water as her eyes meet the first Hum Drum on the picture.

“I am so sorry, Hum Drum. Maybe if I had been a better leader, you and Trixie would still be here with us.”


“AGAIN!” yelled Trixie, formerly known as The Illusionist, as she watched her daughter Dove from the controls of their training room. The tall, light-blue-coated unicorn mare with a blue and light blue mane wearing a wing cape started down the training course, dodging giant saws and spiked maces. As she ducked to avoid one of the maces, several large turrets rose from the floor and began to open fire on her.

“Here we go,” remarked Dove as her horn began glow scarlet red, the complete opposite of her eyes. Dove was born with a strange and unknown mutation that caused her magical aura to be colored the opposite of her eyes. Instead of a light blue magical aura, hers was scarlet red.

Her magical aura quickly encompassed the turrets and began to shake them violently before ripping them off their stands.

“Good,” complimented Trixie as she watched her daughter’s progress. “But you need to focus more. Run it again!”

“Of course,” muttered Dove under her breath as she walked back to the starting line. After taking her place and hearing the starting buzzer, Dove galloped across the training room, still maneuvering around the large maces and saws, using her magic to create a scarlet shield to protect herself.

“Cihpargoloh noitcejorp fo layor sdraug.” As Trixie finished conjuring twelve holograms of royal guards armed with stun guns, Dove jumped between the guards and quickly created a force field surrounding herself as the guards opened fire on her. While the holograms fired at her, Dove expanded the force field causing the holograms to disappear upon contact.

“Is…. that…... all…. you’ve….. got?!” taunted Dove as she gasped for air. Her mother’s all-day training session had been taking its toll on the poor mare; she was now using the last bit of magic she had left on her last opponents.

“Very good,” remarked Trixie as she met her daughter in the midst of the destroyed saws, maces, turrets, and other obstacles, “Now one last thing.”

“Please don’t make me run the course again.”

“No, no, no, nothing like that,” reassured Trixie as she stood in front of Dove, “I want you to hit me.”

“Hit...you?” asked Dove in disbelief.

“Yes,” said Trixie in a monotone voice, “I want you to hit me with the strongest burst of energy you can.”

“But, I can’t.”

“Why not?”

“That last run took the last of my energy, and my magic is all used up,” explained Dove as she tried to shoot off a small bolt of magic, but failed to.

“I understand,” remarked Trixie in an emotionless tone, as she walked around her daughter, “You are just too unfocused!”

“No, it’s not that!” yelled Dove in defense. “I really can’t do it. I have been training all day. What did you expect, that I would still be at one-hundred present after all tha--” Dove was stopped mid-sentence as her mother’s hoof hit the side of her face, knocking her to the ground.

“NEVER USE THAT TONE WITH ME!!!” yelled Trixie over her daughter. Trixie then lifted her daughter up and conjured up replicas of the Power Ponies and Hum Drum II, “Now destroy the targets.”

“But..but...I can’t,” said Dove as she held back her tears.

“DO IT!” Dove then mustered all the magic she could and launched a small burst of red magic at the target, but sadly the burst disappeared only a few inches from the target. “Pathetic.”

“I’m sorry.”

“What was that, some sorry excuse for a flare?" Trixie scolded her daughter, "Do you really expect to defeat your opponent with an attack like that?"

"No, mama."

"Why was it so weak? Don’t answer me,” said Trixie, “That’s it for today, we start again in the morning." As Trixie walked out of the training room, she quickly turned around and cast a spell, incinerating the Power Ponies targets. Dove quickly galloped to her room and collapsed on her bed and began to cry.

After a few minutes of crying, Dove reached under her bed and pulled out a small photo of her younger self holding her baby half-brother, Starfall. "I miss you, Starry, but wherever you are, I hope it’s better than here," said Dove as she held the photo close to her chest, before falling to sleep.

Trixie, who was watching her daughter through a crack in her door, started to shed a tear both for Dove and Starfall. "I hope so too. I am sorry, my little Dove."

Starfall was only four months old when somepony mysteriously abducted him and his half-sister Dove from Trixie. Sadly, Dove was the only one Trixie was able to save while the unknown abductor managed to foalnap Starfall. Trixie hunted down every supervillain she could think of and violently interrogated them, and when they had no answers, she turned to the super ponies, even her old teammates. After several years of searching for her missing son, Trixie fell into a dark depression and turned into the very thing she fought against: a supervillain.

“I’m so sorry, my children.” As Trixie made her way to her bedroom, her security system started to go off. Trixie quickly ran into her security room to see who the intruders were.


“Weapon X!” shouted a voice over a loudspeaker, waking the sleeping, light-blue-coated unicorn stallion with a light-blue-and-white mane and red eyes named Starfall.

“OWW!” said Starfall as he hit his head on bunk above him, “Yeah, what do you want?”

“Intruders at the north perimeter,” answered the voice. “Deal with them!”

“Yeah, yeah, I got it,” Starfall lazily made his way to the armory and grabbed his gear, put on his purple and black armor and purple mask with black diamonds for eyes, and made his way out into the jungle that surrounded the research base he called home.

“Weapon X, can you hear me?” said a voice over Starfall’s headset.

“Yeah, I can hear you, boss.”

“Good, now listen carefully. We have a small team of special forces at the north side of the island.”

“How many this time?”

“Four,” answered the boss. “Terminate on sight.”

“Roger that,” said Starfall as he turned his headset off, “Now I can have some fun.”

Starfall quickly climbed up a tree, the branches of which had fallen on top of the base’s wall, and used it to get to the top of the tree and use other trees to get around the island.

Starfall had grown up on the island all his life. Trained in the art of war, Starfall was subjected to unending training and modifications to his magical abilities that had left him scarred, both physically and mentally.

As Starfall finally reached the soldiers, he quickly tied a line to the tree branch he was standing on and rappelled upside down to get a better look at them.

“Hehehe, I’m like Spider-Stallion,” commented Starfall as he slowly made his way down to the jungle floor.

“Did you hear that?” asked a brown earth pony private as he followed behind his fellow operatives. His fellow soldiers could only laugh at the suspicious grunt.

“Looks like the new recruit is still green,” remarked the green-coated pegasus corporal as he patted the private on his back.

“Maybe we should have left him back with the colonel,” remarked the dark-blue-coated unicorn sergeant leaning against a large tree.

“Yeah, why bring a guy who is so wet behind the ears?” laughed Starfall as he playfully punched the sergeant in the arm.

“What in…” The unicorn quickly opened fire on Starfall, but Star had already climbed back into the tree.

“What...what was that?” asked the earth pony in fear, unaware that Starfall was standing behind him.

“I think it was a super-cool mutant experiment wearing an awesome purple suit,” remarked Starfall, scaring the private. Starfall quickly pulled two swords from his back and stabbed the young stallion in the back.

“NO!!!” The pegasus then took flight and started to shoot at Starfall. After emptying his magazine, the corporal went to inspect the body of the young stallion only to find his target's eyes wide open, the bullets falling off his body, and his wounds starting to heal over.

“Oh yeah, I forgot to mention I had an enhanced healing power.” Starfall quickly pulled out an Uzi and stuck it between the pegasus’ eyes, smiled and pulled the trigger. The remaining soldier fled in terror back to his commanding officer, who was waiting for the team on the beach. "Hey, where are you going?"

As the unicorn galloped back to the beach head, Starfall was following close behind him swinging on the vines and humming.

“Spider-Stallion, Spider-Stallion, does whatever a spider can,” sang Starfall as he got closer and closer to the unicorn.

“Lt. Colonel Wilson, we have a situation!” yelled the stallion as he tried to radio his superior.

“What is it?” asked the black-coated earth pony Lieutenant who was standing on the edge of the jungle.

“We were ambu--”

“Sergeant?!” No one answered, which irritated the lieutenant, “Sergeant, answer me!”

“We are sorry,” answered Starfall on the radio. “But Mister Lawton is unable to take your call. You could say he has a splitting headache.”

Out of nowhere, a large thud could be heard close to the edge of the jungle, prompting the lieutenant to venture into Starfall’s trap. It did not take long for the earth pony to find the sergeant’s beheaded body laying next to a tree. As the earth pony studied his fallen soldier's body, Starfall fell behind him and pinned him to the tree.

“What….what ar-” The lieutenant was stopped by Starfall, who took out his knife and placed it at the corner of his mouth, “What...what are you?”

“I am Starfall!” he proclaimed as he pulled the blade across the stallion’s mouth, killing him. “That is a strange name, don’t you think? Okay, boss, ponies are dead!”

“You know, if it wasn’t for your mouth, you would be an excellent soldier,” remarked Starfall’s boss over the radio.

“Thank you, sir,” Starfall finally made his way back to the research base and found his room’s lights out, his boss’ silhouette and red eyes the only things he could see. “Something I can help you with?”

“Yes, you can,” answered his boss as he moved towards Starfall, “My plan is nearly complete. Agent V has been gathering data that has been most helpful. Now, it’s time you played your part. Take my hoof please.”

“Okay,” said Starfall as he took the extended hoof, “I don’t see why n-AHHHHH!!!!” As hundreds volts of electricity ran through his body, Starfall started to slip into unconsciousness.

Author's Note:

I apologize for this chapter taking so long to get out. I had stuff I had to take care of but its all good now and I can put more work into my stories. Now about the story, I need to clarify that Starburst is more like Agent Venom for this story and will of course have times where she loses control to Venom. Also the Princesses have no political power, they are more of figure heads just their for show. Think of it like the Queen of England. Thanks to VampDash, Crescent-Blade, LightningSword for proofreading/editing for me.

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