> Power Ponies: Heroes of the Next Generation
>  by N7_Spartan117
> --------------------------------------------------------------------------

> Prologue 
> --------------------------------------------------------------------------

       
 It was a cold and rainy night on the top of the rooftops of Maretropolis as the Power Ponies and Hum Drum II watched the president and many other politicians sign the new Anti-Superhero Act, a law banning all superheroes and villains.  
        
“This is stupid, we should just jump in there and stop them!” yelled Zapp in frustration, not wanting the bill to be passed.
        
“Believe me ah want to as well, but we can’t. We promised we would not intervene,” said Mistress Mare-velous, trying to remind her friend of their deal.
        
“All because some super stallion in a red and blue outfit destroyed half of a city in a big fight,” said the young adult dragon with wings known as Hum Drum II. “Why do we have to quit being heroes? It’s not like that fight was our fault.” 
        
“Yes that wasn’t, but this is,” said the Illusion, a blue coated unicorn mare with a wand and moon as her cutie mark wearing a purple cape and blue star patterned boot’s magicians outfit, in a somber tone. “If it wasn’t for our recklessness none of this would have happened, and maybe the first Hum Drum would still be with us.” Illusion turned to give the new Hum Drum a hateful look. It had only been four years but the pain of the original Hum Drums death still lingered in the ponies.  
        
“I'm sorry,” whispered the dragon. Even though he had been the new Hum Drum for a short time, he could tell that Illusion did not care for him.
        
“You have nothing to be sorry for darling, you did not do a thing wrong. Illusion still holds herself responsible for Hum Drum,” said Radiance as she tried to comfort the drake.
        
“Yeah, she shouldn’t blame herself for his passing,” said Saddle Ranger timidly. Illusion quickly turned her head to give Saddle Ranger a hateful look that started to scare her.
        
“Passing?! Passing is for those who died happy. Who died surrounded by those they love. He was butchered!” yelled Illusion. “Hum Drum was killed like some type of animal by an animal. And because of his death they started to watch us all.” Illusions words were like poison to the other heroes as they remembered the day of their young comrades’ death.

It was almost five years ago since Hum Drum had been captured by the evil Mane-iac. The Mane-iac had captured him in hopes of gaining information on the Power Ponies, but when he refused to tell her anything she began to torture him. After several days of searching for the young colt, the Power Ponies eventually found him being held in an old warehouse on the outskirts of Maretropolis. The Ponies launched a full scale assault on the warehouse only to find the beaten body of Hum Drum lying dead with a crowbar next to him. Illusion was the one who quickly found Mane-iac and in a fit of rage almost killed her, nearly destroying an entire city block causing thousands of bits in property damage and hospitalizing several civilians.

 “This is what we get after all we have done for them. We get banned from using the powers gifted to us,” said Illusion as she turned her attention back to the politicians below

“They're just scared of us, Illusion,” said the Masked Matter-Horn, trying to calm her friend down.


“Yeah, I bet if I was them and I saw a powerful pony throw another pony through three buildings, and another level an entire city block I would be pretty scared too,” remarked Fili-Second as she imitated the acts.

“You’re not helping,” said Mistress Mare-velous. 

“I have a question for them!” said Zapp as she flew over the others. “Do they really think the supervillains will obey this law?”

“No, they will look to us to put them in prison and then ask us to quit,” answered Illusion in a hateful tone.
        
“Well, there is nothing we can do about it now,” said Hum Drum II as he pointed to politicians below, who had just finished signing the new law.
        
“So that's it… we're done being superheroes?” asked Saddle Ranger cautiously.
        
“Yes dear it does,” answered Radiance. The ponies and dragon stood in silence as the reality of the situation sank in.  
        
“Now what do we do?” asked Hum Drum II in fear.
        
“We retire,” answered Masked Matter-Horn as she took off her mask. The others slowly started to do the same, except for Illusion who watched as the politicians celebrated from the skylight. “Illusion, you know we have to.”
        
“No, you do, but I don’t,” answered Illusion. “If they won’t see that they are making a mistake then I say we show them!” Illusion’s horn started to glow it magenta color as she prepared to jump into the middle of the celebration.  As she jumped, Mistress-Mare-velous quickly used her lasso to stop her, catching her in mid-air and throwing her against an adjoined building.
        
“What were you thinking?!” yelled Masked Matter-Horn.
        
“I was going to show them the error of their ways,” answered Illusion as she struggled to free herself.
        
“By doing exactly what they want us to do?!” asked Radiance as she prepared to conjured a cell around Illusion.

"Yes….No…..I don’t know!”
        
“Listen I know you didn’t want the law to passed, but it did and we have to except it,” said Masked Matter-Horn as she helped Illusion out of her bindings. 
        
“No! The rest of you can sit here and quite, but I won’t,” said Illusion as she walked to the edge of the rooftop.
        
“Where are you going?” asked Fili-Second as she galloped beside of her, but Illusion did not answer her. She just stared at the street below.  
        
“Nepo latrop ot saL susageP,” said Illusion as she cast a spell to open a portal to Las Pegasus. As Illusion stepped into the portal, she took one last look at her former teammates and tore off her cape. “Do not follow me.”
        
“Quick stop her!” yelled Zapp as she flew towards Illusion, but as soon as she reached her the portal closed, leaving all of them dumbstruck.
        
“Now what do we do?” asked Saddle Ranger as she picked Illusion’s cape.
        
“Do we continue with the plan?” answered Mistress Mare-velous looking at Matter-Horn with a concern look on her face.  The others started to share the same look of concern as Matter-Horn looked at the last place Illusion stood. She eventually gave them the answer they were waiting for.
        
“Yes, from this point on the Power Ponies are no more,” answered Matter-Horn. 
> 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.  






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.”

“Yeah.”

“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.”






Starburst


“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!”

“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.”






Dove


“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.






Starfall


“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.
	
> Meeting of Generations 
> --------------------------------------------------------------------------

	Twilight was just about finished placing the last bit of refreshments out when the bell above the library door began to ring, and Spike and Rarity walked in.

“Twilight, darling, we are here,” announced Rarity as she and Spike made their way to the back of the library for their meeting.

“Oh good, you could come!” said Twilight as she placed a large tray of sweets on the table, “You guys are here early.”

“Yeah, it was a slow work day,” commented Spike as helped Twilight with the rest of the hors d'oeuvres. 

“Thank you, Spike. So, how have you guys been?”

“Everything is splendid!” answered Rarity, “Business has never been better, and Claire and Turquoise are doing well.”

“That’s good. Speaking of which, were are they?”

“Claire had to work today, and T should be on his date with Anthea right now,” answered Spike looking at the clock.

“Like father, like son, I see,” remarked Twilight as she and her two guests sat down at large round table.  As Twilight turned off her own Image Inducer, Applejack and Fluttershy started to arrive.

“We’re here,” announced Applejack as she walked in with Fluttershy close behind.

“Girls, you made it!” 

“You know we wouldn’t miss our little get togethers,” said Fluttershy as she took her seat beside Rarity, “So, how have you girls been?”

“You know, same old-same old,” answered Twilight, “How about you?”

“Annie and I are doing wonderfully,” answered Fluttershy. “Although, I do wish Annie would stop practicing her powers on the critters.”

“Ah’m sure she does her best not to hurt them,” reassured Applejack as she took her place at the table. 

“I can’t believe how much Anthea’s abilities have evolved!” exclaimed Twilight, excited to talk about her prized pupil. “Her powers have grown at an accelerated rate, and I bet that before long, she’ll be able to use her telekinesis powers while in her diamond form.”

“That would be interesting,” said Fluttershy. “How is Starburst doing?”

Hearing this caused beads of sweat to form on Twilight’s brow. “Uh…. Starburst….. is… is.. doing well,” she said nervously as her eyes shifted back and forth. 

“You okay, Twilight? You seemed spooked,” asked Spike in a concerned tone.

All eyes were on Twilight as she frantically searched her brain for a believable story. “Yeah… yeah, everything is fine!” Thankfully just as the others were about to press her with more questions, Rainbow Dash and Pinkie Pie entered into the library.

“Are you serious? She really said that in her sleep?” laughed Rainbow as she and Pinkie made their way to the meeting table.

“Yup, and then she teleported away before I could get her to admit it,” answered Pinkie.

“You’re a little late,” remarked Applejack as Rainbow took the seat next to her.

“Yeah, I figured I would keep you waiting this time,” remarked Rainbow as she placed her hooves on the table, “So what have we missed?”

“Nothing, we’ve just been talking about the kids is all,” answered Fluttershy as she began to take a sip of tea. 





As her mother hosted her annual Power Ponies meeting, Starburst had already made it to Sweet Apple Acres and found her friend Golden Delicious moving a large apple tree that was snapped in half.

“Hey Gold,” said Star as she made her way to Del. 

“Oh hey, Star. How y’all doing?” asked Del as took off the harness he was using to pull the tree with.

“Okay. You?”

“Ah would be better if ah didn't have to pull this stupid tree,” answered Del as he turned his right front hoof into metal and kicked the tree.

“I see.” As she watched Del struggle with the tree, the symbiote watched from inside Star’s head.

“Why not help him?” asked the symbiote, “You seem to have affections for him.”

“No, I don’t!” thought Star as she hid her reddening face from Del, “Del…..Del’s just a good friend.”

“A good friend that you spend all your free time with, training?” asked the symbiote as he forced Star to raise an eyebrow for him, “Seems that there is something about him you are hiding from us.”

“Hey Del, let me help you with that!” yelled Star to avoid talking to the symbiote. 

“Ah don’t know Star. You might hurt yourself,” said Del as he stopped to see Star already making her way towards him. 

“No, I won’t! just watch.” 

Star quickly grabbed the base of the tree and began to drag it towards the barn. As she dragged the tree, the symbiote began to strengthen every muscle in Star’s body, causing her to easily lift the two hundred ton tree three feet above the ground. Del could only look in shock as Star placed the tree inside the barn.

“See, I told you I wouldn't,” remarked Star as she made her way back to Del, who stood with his mouth wide open in shock.

“Uhhh……”

“It seems we have caught the stallion’s attention,” remarked the symbiote, “Now we have achieved what we wanted.”

“What are you talking about?” asked Star in her head.

“We see the way you look at him. We are just helping you achieve your objective of winning his affection.”

“Whoa, whoa, whoa, I do not have any feelings for him,” protested Star. “What gave you that idea?”

“We are connected to your mind. We know what you think of him. That is why we are helping you right now.” 

“Uhhh, Star?” asked Del as he began to blush. “What are you doing?”

Pulling herself out of the argument, Star’s face turned crimson red when she realized that during her argument she had been nuzzling Del, one of her large wings wrapped around him.  

“I….I….I am so sorry!” said Star as she jumped away from the red-faced stallion, “I have no idea what came over me.”

“It...it’s okay, Star. I don’t mind it.” Both ponies’ faces turned a darker red as they realized what was just said. 

The symbiote could only smile as the pair stood in shock. The symbiote began to take over Star’s body and made her walk towards Del.

“Wha...what are you doing?” asked Star as she began to panic.

“We will gain his love,” answered the symbiote. “Now, just relax. We will have him 
soon!”

“No, stop!” said Star out loud, “I don’t want to.”

“Don’t want to what?” asked Del, unsure of what was going on.

“Yes, you do,” remarked the symbiote, “We will have him!”

“NO!” shouted Star, stopping in her tracks. Star had somehow managed to break the physical hold on her, surprising the symbiote. 

“What is this?”

“Nevermind what it is. What did you just do to me?” asked Starburst in her thoughts.

“We were only helping you,” answered the symbiote, forcing Star to give a shy smile. After hearing the symbiote’s statement, Star realized that her face was only an inch away from Del’s.

“Are you okay, Star?” asked Del as Star backed away from him, blushing.

“Yeah...yeah, fine!” said Star as she turned away from Del, rubbing her hoof. As she did, Star accidently hit the off button on the image inducer, showing her now black-coated alicorn form.





“I’m really sorry we have to go Sweet Apple Acres,” apologized Annie as she and Turquoise made their way to the entrance of the farm.

“It’s okay Annie. I don’t mind,” said T as he wrapped his large dragon wing around her, “So, what is it you need to get?”

“Mom wanted me gets some apples for the animals, that’s all.”

“Okay. Hey, who’s that with Del?” asked Turquoise as he pointed his hoof-claw at the black coated pony next to Del.

“Who? All I can see is a dark blur,” remarked Annie, causing T to realize his poor choice of words.

“I’m sorry, Annie. I forgot, I didn--”

Annie gave T a small kiss on the cheek to calm him down, “It’s okay, T. I’m just playing with you.”

“Oh, okay. You want to go see who it is?” T asked nervously. Annie only gave an existing nod in response. It did not take the couple long to make it to the strange pony.

“Del...Del let me explain,” said the mare as she tried to talk to the scared earth pony stallion.

“That sounds like Starburst,” said Annie as she tried to get a better look at black blur, “Is it her?”

“I don’t think so,” answered Turquoise as he started to get a better look at mare, “She sounds like Star, but she’s an alicorn.”

“Really? That’s so cool!”

“Star, wha... what happened to you?” asked Del nervously as he examined Star’s black coat.

“Did Del just call that mare Star?”

“I...I was… Can you please keep this a secret?” asked Starburst as she gave Del a pleading look. “Please?”

“Ah will, Star, but can you please tell me what happened?” asked Del as he placed a reassuring hoof on Star’s shoulder, causing her face turn bright red. As Star began to explain the situation, T and Annie galloped behind the downed apple tree to hide and hear their friends’ conversation.

“We have intruders!” said the symbiote. The symbiote quickly raised Star’s right hoof and shot two long, black threads out of it, pulling the tree to reveal the spying couple.

“T?! ANNIE?!” yelled Starburst in anger, but Del, Annie, and T only stood in shock of Star’s amazing abilities. 

“That was awesome!” yelled Prism as he appeared behind the moved tree, “How did you do that?”

“PRISM!!!” yelled Star with the combined anger of the symbiote and herself as she shot another ‘web’ at the pegasus and flung him over to the others.

“Owww, what was that for?!”

“For spying on us, you miserable TWIT!!!” screamed Star as the symbiote messed with her emotions.

“Whoa! Star, calm down,” said Del as he tried to calm Star. Seeing the look of fear in her friends’ faces, Star was able to regain her composure.

“I’m sorry.”

“Hello, Starburst,” said Claire as she and Candy appeared through a pink tear in space a few feet away. 

“Ready for our Girls Nigh-” Candy stopped mid-sentence when she and Claire saw their friend as a black-coated alicorn.

“Anyone else want to appear out of nowhere?” remarked the symbiote sarcastically.





“Okay girls, I think that was good meeting,” remarked Twilight as she put away a large stack of papers and books.

“You know, these meeting would be less boring if you stopped documenting everything we say,” said Rainbow as she ate the last cookie on the table.

“Or do,” said Pinkie, contributing to the list.

“That too.”

“Boring?!” exclaimed Twilight as she pulled out a worn-out notebook stuffed with loose paper and pictures, “I plan on writing a book about super-ponies after the Anti-Superhero Act!”

“Let me guess: it’s called ‘The Boring Life of a Retired Superhero’,” remarked Rainbow.

“No! I haven’t came up with a title yet.”

“I like Rainbow’s title,” said Spike as he helped Twilight put away the rest of her notes. 

“Ah have to agree with Spike on this one,” remarked Applejack, with the rest of the ponies giving nods of agreement.

“As much as I hate to admit it, I do as well,” said Rarity, “Sure, life’s been wonderful these last couple of years, but….”

“It’s really super-duper boring!” exclaimed Pinkie Pie. “I miss being able to gallop around freely without fear of being discovered.”

“I miss being able to shock bad guys with lighting,” commented Rainbow as she looked down her lightning bolt necklace.

“I miss the fantastic costumes,” said Rarity. 

“Ah miss using the old lasso and hoofrangs,” added Applejack. All eyes went to Fluttershy, as she was the only one not contributing.

“Don’t you miss anything Fluttershy?” asked Spike.  

“Uh….no...not really,” answered Fluttershy in a nervous tone, “I actually enjoy my life. I haven't had an incident in over ten years.”

“Which is why I chose this place for us,” said Twilight, “Nopony would ever think to look for us here. It’s so peaceful.”   

“True.”

“Anyway, I should be heading home,” said Rainbow as she got out of her seat, “Prism wants a rematch. He still thinks he can beat me in a race.”

“Well, with the new armor I have designed, he should be able to reach speeds of Mach 2,” commented Twilight with a smile on her face.

“We’ll see. First, I have to get him to stop staring at Candy long enough to find out.”

“Oh, Candy doesn’t mind,” said Pinkie, “I’ve caught her staring at him a couple of times.”

“Well, I guess that we should be heading home as well,” said Rarity as she made her way towards the door, “It was nice seeing you all again.”

“Yeah, we need to do this more often,” remarked Spike as he rushed ahead of his wife to open the door for her.

“Thank you, sweetie!” Rarity gave Spike a soft kiss on the cheek, “See you girls lat----”

The whole room went silent as the former Power Ponies looked at the blue-coated unicorn mare with bloodshot and baggy eyes standing in the doorway.

“Hello, girls,” said Trixie in a monotone voice.
> Explanations
> --------------------------------------------------------------------------

	As the rest of the Power Ponies’ children stood in awe of Starburst’s amazing new powers, Star became infuriated with the symbiote.

“WHAT IN THE WORLD WAS THAT?!” yelled Starburst out loud.

“What is this thing?” asked Candy as she picked up the web line.

“That was a silk webbing,” answered the symbiote nonchalantly, “One of many abilities our little bond has giv--”

“And you didn’t think to tell me? You better have a good reason for not telling me, and don’t give me the ‘you didn’t ask me’ thing.”

“Because, we saw how our mother reacted to our new form, and wasted our time to win the stallion’s affection,” answered the symbiote forcing Star to point to Del. “She would have only wasted more of our time if she knew this.”

“And you didn’t think to tell me through my though-- I don’t have feelings for him!”

As Star continued her argument with the symbiote, her friends shared an expression of confusion on their faces.

Eventually, Annie was the first to speak. “Who are you talking to?” she asked as she walked closer to the angry Star. 

Starburst quickly turned her head to face the unicorn, “Not now Annie, I’m talking with the symbiote!” 

“But--” The symbiote then raised Star’s left hoof and shot out another web at Annie, but Claire quickly used her razor sharp claws to cut the web, stopping it before it could reach Annie. Turquoise quickly extended his claws and was about to pounce on Star, but Prism and Candy tried their best to hold him back.

“Star, are you crazy?!” asked Prism as he dug his hooves into the ground. 

Star only stood in shock of what she had just been forced to do, “I...I didn’t mean to do that.”

“Yes you did,” remarked the symbiote, “We sense your jealousy for the unicorn you call friend.”

“I’m not jealous of Annie!” yelled Star in her defense. The others continued to look on in confusion--except for Del, who tried to pull Starburst out of her argument. 

“Star, what is going on with you?” asked Del as he placed a comforting hoof on her shoulder. Immediately, Star was able to be stop her argument and focus on her friends, who remained standing around her, confused. 

“It...it wasn’t me,” said Star in an almost frightened tone, “The symbiote made me do it!”





“Well, are you just going to stand there with your mouths open?” asked Trixie in a nonchalant tone. The Power Ponies only looked on in shock at their former teammate, all except for Rainbow, who was grinding her teeth together.

“YOU!!!” yelled Rainbow as she flew at lighting speed towards Trixie and tackled her. “You got a lot of nerve to show back up here!” 	

“And you must really be out of practice,” remarked Trixie. She then pushed Rainbow off of her and punched her against a wall. As Dash struggled to her hooves, Trixie quickly took her lighting necklace and pointed it to her left eye. “I did not come here to fight.”

Before Dash could counter, Rarity had pulled her jewelry hoof bands out of her saddlebag and placed Trixie in a large bird cage. 

"Why did you come here?" asked Rarity as she placed the bird cage on the ground.

"I just came to talk."

“You sure do have a funny way of showing it,” remarked Applejack as she stood in front of a shaking Fluttershy.

“Yeeeeeeaaaaaahhhhh!” yelled Pinkie as she galloped around the cage at super speed.  

“Just let me out so we can talk,” said Trixie as she banged against the cage bars.

“Fat chance!” said Spike as she moved between Trixie and his wife. “We remembered what happened the last time you only want to talk.”

“I did what I did for good reason,” remarked Trixie coldly. 

“Really?” asked Rainbow as she flew up to the cage. “You think it was a good enough reason to kidnap us and lock us in a small room with a raged-out Fluttershy!?”

“Yes, and it’s the same reason I’m here now,” Trixie reached into her saddlebag and pulled out a small silver flash drive and threw it on the table, sliding it to Twilight.

“It’s about him, isn’t it?” Twilight finally asked as she studied the flash drive, and Trixie only nodded her head head in response. “Rarity, let her go.”

“Bu...but--” said Rainbow as she flew towards Twilight, but she was given a stern, knowing look and backed down.

“Okay, Trixie, we’re listening.”





All eyes were on Starburst as she stared at the ground aimlessly, trying to think of a way to explain everything.

“It’s quite all right, Star,” said Claire as she stood opposite of Del and placed a reassuring hoof-claw on Star’s other shoulder.  

“Yeah, we’re not mad at you,” remarked Annie, “Right, T?” 

“Yes,” answered Turquoise half-heartedly, still cautious of Star after she tried to attack his marefriend. 

“Thanks, you guys,” said Star as she finally looked back up at her friends, “I...I don’t really know what happened when I attacked you.”

“They interrupted us,” answered the symbiote, “So we took over for you. We need to win th--”

“Not now!” Everyone continued to give Star a confused look as she began to talk out loud. “I did it again. Didn’t I?”

“Eeyup,” answered Del, mimicking his uncle, “Now, will you tell us what happened to you?”

“Okay,” sighed Star, she then drew a deep breath and gathered her thoughts, “This is a symbiote.”

“A Symbiote?” asked Prism as he looked over her black coat.

“Yes, he is…”

“‘He’?” asked Turquoise.

“Yes, now stop interrupting US!” said Star, under the symbiote’s control. The two stallions began to slowly back away from the irritated mare.

“As I was saying, he is an alien that used to look like a thick black liquid,” explained Star as she grew a long black tentacle, that quickly made its way towards Del.

“Uhhhh…” Del tried to move away from the tentacle, but all his efforts were in vain as it continued to follow him. “Star, would you mind making it stop?”

“But we bonded together, and now I look like this.” As Starburst turned to show off her new form, Candy began to study her.

“So, can you take it off?” asked Candy as she began to pull on Star’s back. The tentacle quickly turned its attention away from Del and charged towards Candy. Candy quickly opened a tear and sent the tentacle to a nearby tree, causing it to form a hole where the tentacle had struck the trunk.

“DO NOT TOUCH US!!!!” shouted Star as the symbiote started to grow more tentacles and make her teeth  sharp jagged. 

“They wish to separate us,” remarked the symbiote as it toyed with Star’s judgment. “They will kill us. You said you would protect us.”

“I will protect you,” thought Star, talking with the symbiote. The symbiote formed a shy smile on her face, thinking that it was given the order to kill her friend. “But, you will not make me harm any of my friends.”

With that being said, the symbiote slowly drew back the tentacles and changed Starburst’s teeth back to normal. “As you wish.”

“I’m sorry,” Star apologized to her friends that had all, except Del, backed away from the unstable mare, “I don’t know why this keeps happening.”





“And after the rest of them had retreated, all that was left was that,” said Trixie as she pointed to the flash drive in Twilight’s hoof. The room was completely silent by the end of the story, except for Rainbow who had burst into a fit of fake laughter.

“Yeah, right!” said Rainbow as she smacked the table. “So you expect us to believe that a bunch of robots attacked you at your house, and the ones you defeated just self-destructed?”

“Yes.”

“Ah’m not buying it,” remarked Applejack as she crossed her hooves.

“I’m not asking for you to believe me. Just look on there, it has video proof that I was attacked.”

“I believe that you were attacked,” remarked Spike, causing the others to give him a confused look. “What? I’m just saying, as many ponies as she attacked over the years, it wouldn’t surprise me if someone wants payback.”

“He does have a point,” said Rarity. 

“She….she could be telling the truth,” said Fluttershy timidly as she shrank lower in her seat in fear of Trixie.

Trixie could only roll her eyes as she watch her former teammates debate her story. “Look!” she said in a stern tone, trying to get everyone’s attention, “I don’t care if you believe me or not! I came here to ask for your help!”

“Help with what?” asked Pinkie.

“I know,” remarked Twilight as she got out of her seat and motioned for the others to follow her. Twilight lead them to the closed-off section of the library and pulled on a large book on one of the bookcases next to the wall, causing the bookshelf to move to the side and reveal an elevator, leading to a large underground lair built deep within the tree’s roots.

The Power Ponies could only stand in awe of Twilight’s secret lair, built to look exactly like their old headquarters in Maretropolis. 

“Cool,” remarked Pinkie as she galloped back and forth between many of the rooms in the lair. “Now all it needs is to be completely dark and have tons of bats living in it.”

“Twilight, however were you able to build this?” asked Rarity as she and Spike looked at the mannequins wearing their old costumes. 

“I’m a multi-billion-bit CEO. How else do you think I built this?” remarked Twilight as she walked over to a large computer in the main room. 

Without permission, Trixie quickly took flash drive out of Twilight hoof and plugged it into the computer.

“What do you think you are doing?”

“What does it look like, genius? I’m giving you my proof,” remarked Trixie as she bypassed the computer security and opened the file from the flash drive. “Watch.”

The screen quickly showed a video of Trixie fighting off several stallion-sized androids in her front yard. As Trixie cast several spells to defend herself against the metallic onslaught, the video proved that when Trixie would defeat one of the robots, it would self-destruct, leaving nothing but a pile of ash. As the video ended, Trixie pointed to one of the downed robots, pulling the flash drive that she was using out of its head before exploding, saving the device.

“Do you believe me now?” asked Trixie in an irritated tone.

“Okay, Ah believe you,” answered Applejack. All the others began to nod their heads in agreement, even Rainbow, who was reluctant to buy Trixie’s story. 

“Could you go back a bit?” asked Twilight. Trixie did as she requested and rewound the video to a part when Trixie flipped one of the robots over, slamming it to the ground. “Okay, stop.” 

“What are you looking at?” asked Pinkie as she looked across the screen.

“The robot. Look at its design.” The robot looked similar to a stallion with a silver-colored body and glowing blue eyes, more advanced than anything that had existed. “I have never seen anything like it. It seems to be far more advanced than anything we’ve got at Sparkle.”

“So, jealous that somepony’s got something better than you?” remarked Spike sarcastically.

“No, just curious. Does this have information on them?”

“No,” answered Trixie as she move the mouse over to another file on the screen, “This was the only other thing on it.” 





The screen was pitch black as the video began to play, but quickly showed what appeared to be a young, blue-coated unicorn stallion with red eyes, chained and duct-taped to a chair with a strip of tape covering his mouth.  He was in a dark room with a single light shining above him. 

“F JSFW HJ KEA!” muffled the stallion trying to speak.

“Starry,” whispered Trixie in an almost mute voice. As Starfall continued to try to speak, he tried to free himself from his restraints until two androids (similar to the ones that attacked Trixie) placed their metal hooves on Starfall’s shoulders to make him stop.

“Hello, Ms. Lulamoon," said a voice from behind the camera, "As you can see I have something very precious to you. In exchange for your son's safe return, I demand an audience with you and your fellow Power Ponies.”

All eyes quickly turned to Trixie, who was still staring at her son on the screen with tears in her eyes.

“H mhhd ad agh!” said Starfall, still muffled by the tape. The voice then stepped out from behind the camera, but only its bright red eyes could be seen. As Starfall began to struggle to free himself, the pony talking removed the duct tape over his mouth. 

“Speak!”

Starfall quickly took a deep breath and held in as much air as possible. “I HAVE TO PEE!!!” yelled Starfall at the top of his lungs. “I been telling you for the last two hours. This is cruel even for yo---AHHHH!!!!” The pony quickly pressed their metal hoof on Starfall’s shoulder to shock him, knock Starfall unconscious.

“Your son’s mouth is very annoying,” remarked the pony as they removed their hoof from Starfall, “I have made my demands. You will find us on a small island three thousand miles off the cost of Las Pegasus. You have thirty-six hours to meet my demands. Do not keep me waiting.”      





“Will you help me?” asked Trixie as the video ended, not even looking at her former teammates, “Please?”

The whole room was silent. The others looked on as tears started to stream down Trixie’s face. After what felt (to Trixie) like hours of debate amongst the Power Ponies, Twilight placed a hoof on Trixie’s shoulder.

“Yes.”

After hearing this Trixie fell to the ground unconscious due to exhaustion. 
> Questions 
> --------------------------------------------------------------------------

	“You’ve got to be kidding me!” Trixie heard as she began to slowly regain consciousness. “You mean to tell me that you don’t see that this is a trap?!”

“You saw the videos, Rainbow,” said Twilight as she looked over the various machines she had hooked up to Trixie, with her son Night Light Jr. holding Trixie’s head still and trying to read her thoughts, “Beside I’m running a couple of tests to make sure she is telling the truth.”

“What, you think letting Nighty read her mind will help find something about who that was in the video?” argued Rainbow as she pointed to Twilight’s telepathic son, “He can only do that through physical contact. And besides, you said that his powers haven’t even fully developed yet. So he could find nothing or some useless nonsense.”

“So? He...he’s trying his best!” Twilight bit back.  Although Nighty was at the age for most Meta Ponies’ powers started to develop properly, Nighty was still struggled with his. “Have you found anything Nighty?” 

“N..no,” answered the colt in an upset tone, “All I could find was stuff about some mare named Dove and some fighting styles. Cool!” Nighty then tried to reach out to touch Trixie again to learn more of her tactics, but was quickly shooed away by Twilight.   

“It’s okay, Nighty. I’m sure you did your best,” said Twilight as she ushered Nighty out of the room.

“Mom, who is she and what is this about?”

“It’s nothing sweetie, she’s just an old friend who needs some help. Now run along and read your books.”

“But---” Before Nighty could rebut, Twilight had already shut the door to the back room of the library she and her friends were using. Rainbow only gave her ‘I told you so’ look as Twilight made her way to her to a computer. 

“Yeah, I know, but he did his best. Besides, I already confirmed that it was her son and that the place we’re supposed to go does exist.”

“I’m not saying that all that stuff is a lie. What I’m saying is that this a trap!”

“Ah have to agree with Rainbow,” said Applejack as she stepped beside her, “This has all the makin’s of a trap.”

“Yes, but why would she come here?” asked Rarity as she took her place beside Twilight, “She would not have come here unless she saw no other option.”

“It wouldn’t be the first time she would have betrayed us,” remarked Spike. “But still she must really need us if she can’t just go there herself and get her son.”

“True, but still she could do this herself,” said Rainbow as she crossed her hooves, “You remember what she did to 3rd and 5th Street back in Maretropolis. She almost leveled them just to make Mane-iac pay for killing Hum Drum.”

“Yeah, I was the one that had to clean up everything!” yelled Pinkie, irritated by the memory of the debris from Trixie’s onslaught.

“But that only took you like six seconds,” remarked Spike as he and the others turned to face Pinkie for her comment.

“Well, you guys could have helped.”

As the others began to argue over the situation, Fluttershy sat by Trixie’s bedside watching her begin to wake up.

“I understand why you came,” said Fluttershy to a semiconscious Trixie, “And if it means anything, I still trust you.”

Trixie slowly began to open her eyes, and saw Fluttershy looking down at her.

“If somepony had taken Annie from me for as long as they took your son, I probably would have done the same things you have.”

“Really?” asked Trixie, catching the others’ attention. 

“Well, maybe not kidnap all your friends and force one of them to turn….into... an... oversized….. monster!” said Fluttershy as she started to hyperventilate, but quickly calmed herself when she saw the worried look the other Power Ponies were giving her, “I forgive you.”

“What?!” yelled Trixie and the rest of the Power Ponies in shock.

“I forgive you for what you did to me,” Trixie could only look at Fluttershy as she tried to find the words to express her gratitude, “And I promise to help you get your son back.”

“Really?” Fluttershy only gave a reassuring nod as an answer. “Thank you so much. And I’m sorry.”





As the rest of her friends (except for Del) had left Sweet Apple Acres, Starburst looked at the ground sadly. 

“It’s gettin’ late,” commented Del as he looked at sun setting in the distance, “Star?”

Star did not respond, but continued to look at the ground. Del tried to wave his hoof in front of her face to get her attention. As he tried, Star began to talk with the symbiote.

“They do not trust us!” said the symbiote, “They will never accept us.”

“That’s not true. They understand why I did this,” argued Starburst, still believing that her friends would understand her decision to bond with the symbiote.

“Do they?”

“Hey, Star?” said Del trying to get Starburst’s attention, “If it means anythin’, Ah trust that you made the right choice. Protecting the thing, Ah mean.”

Star’s face turned bright red upon hearing this, “You….you think so?” she asked.

“Yeah, Ah mean you wouldn’t do somethin’ unless it was for a good cause.”

Star gave him a smile, knowing that she had somepony that believed in her, “Thank you.”

“See? They still trust me,” said Starburst mentally to the symbiote. 

“Yes, the one whose affection we desire,” remarked the symbiote as it took over her body and made Star start nuzzling against Del.  

“Uh… Star?” Del could only try to pull away from the now blushing mare as she tried to think of a way to explain her actions, “Ah’m guessing it was the thing?”

“Ye...yes,” answered Star nervously as she turned to hide her glowing red face, “I don’t mean to do that.”

“Sure you don’t,” remarked the symbiote sarcastically. 

“Be quiet!” ordered Star out loud, quickly noticing Del’s confusion, “I was talking to the symbiote.”

“Okay.” Star and Del just stood there in silence as each of them figured out what to do next. “It’s gettin’ pretty late.”

“Yeah.”

“Would you like me to walk you home?” asked Del as he started towards the road back to Ponyville. Star quickly gave him an excited nod, thanks to the symbiote. Star went to turn on the image inducer, but discovered something awful when she did.

“Oh, no!”

“What wrong?” asked Del as he galloped over to make sure she was okay. 

“My...my inducer, it’s broken!” excalmed Star as she showed Del the broken device, “It must have broken when the symbiote lashed out against Candy. How am I going to get home? I can’t go out there, somepony might see me like this.”

“You could just fly home,” suggested Del, but he backtracked, “No, wait, somepony might see you.”

“That’s right. What am I going to do?” As Star and Del continued to pitch ideas for how to get her back to Ponyville, Star’s coat started to change back to its original orange coloring and her alicorn horn had seemingly disappeared.

“Uh, Star? Your coat.”  

“Yes, Del, I am aware that it’s not the right color. That's why we need to think of something to help me get back,” said Star in an irritated tone, not recognizing her sudden transformation.

“No, look!” Del pointed to Star’s coat. Needless to say, it freaked her out.

“What did you do?” asked Starburst to the symbiote. 

“We told you. We have many abilities,” replied the symbiote. “One of them allows us to change our appearance.”

“And you couldn’t have done this when my mom or my friends discovered me like this?”

“We didn’t see the need to,” answered the symbiote coldly, “They would have discovered us eventually.” 

“Well, since you look like your old self, you can get home and nopony will know,” said Del, pulling Star out of her argument, “You still want me to walk with you to your house?”

“YES!” answered Starburst in an excited tone (again, thanks to the symbiote). As the two made their way back to Ponyville, the symbiote forced Star to wrap one of her large wings around Del. “I’m.....no... not doing this!” she said nervously.

“It’s okay, Star,” said Del as Star removed her wing, “Ah don’t mind.” 

Hearing this caused Star’s face to turn bright red again. The symbiote then wrapped Star’s wing around Del again, with Starburst relaxing.





“I understand why you guys don’t trust me,” said Trixie as she and the Power Ponies sat around a large computer built like a table, “But you have to believe me. I know how bad this looks, but I’m not trying to trick you. I really need your help.”

“We’ve already established that you need our help,” remarked Rainbow Dash in an irritated tone, tired of going around in circles with the topic, “I just see this as a trap!”

“We just don’t feel comfortable doing something like this without knowing what we’re getting into,” said Twilight from the head of the table. 

“But you said you would help me!” yelled Trixie in anger, “Look, I need you guys. I’m afraid of what will happen to my son if I’m the only one who goes.”

“How do you know that’s really your son?” asked Pinkie, “For all you know, he could be a shapeshifting alien sent to infiltrate our society to conquer us!”

Everyone quickly turned their head in Pinkie’s direction, their looks a mixture of confusion and disbelief. 

“What? It could happen.”

“Anyway, I know that it looks like a trap, and I’m not going to argue that point with you. That’s another reason why I need you guys,” said Trixie.   

“What, so you can trade us as prisoners?” asked Spike. 

“No. If that place is filled with those things that attacked me, then I will need your help,” answered Trixie. She plugged the flash drive into the computer, and it created a hologram of the surrounding area around Trixie’s house. The neighboring houses had been either mostly or completely destroyed. The hologram started to show the image of Trixie throwing one of robots into a house across from her and another robot trying to shoot her with blasts of energy from its hoof, blowing up one of the houses.

“Y’all looked like you did fine on your own,” remarked Applejack. 

“Hardly. That’s another reason why I need you,” remarked Trixie as the hologram disappeared.

“Why, so we can be cannon fodder?” asked Rarity in anger.

“No, I could barely handle twelve of those on my own. But if you all came with me, I know we could stand a chance against them and get to Starry.”

The ponies and dragon only gave each other concerned looks, unsure if they really should help her. Trixie did have a point; Twilight had said they would help her, but did not really know what they were agreeing to. And this new information and lack of any info on what they were up against did not help any. As they continued to debate back and forth over the issue, Fluttershy, who had remained silent for most of the discussion, stood up to try and get the others’ attention. 

“Excuse me,” said Fluttershy timidly, but no one heard her. “I...have something to say.” Still nopony was listening to her, and they continued to argue. 

Trixie began to open her mouth to cast a spell to get their attention, but Fluttershy quickly covered her mouth with her hoof to stop her. As Trixie slowly closed her mouth, she watched as Fluttershy raised her hoof in the air like she was going to slam it down on the table, but instead she pressed a button that caused the speakers to make a loud screeching sound.

“I have something I would like to say now,” said Fluttershy calmly as the others recovered from the irritating noise.

“Well, say it,” remarked Rainbow as she dug her hoof into her ear, as if she were trying to dig the noise out.

“Why are you guys questioning her?” Everyone gave Fluttershy a confused look as she continued with her statement, “I know why you don’t want to trust her, but she’s not asking you to. She just wants her son back. Wouldn’t we try everything in our power to get our children back if some mean pony had taken them from us and we never saw them for years?”

“But, Fluttershy…” said Rainbow, but was quickly stopped by the timid pegasus. 

“No, Dash. Think about it. What would we do if we were in her position? I know I probably would not go the extremes that she did-” (Trixie lowered her head in shame, remembering when she had forced the one defending her into uncontrollable rage). “-but I still would have done whatever I could to save my Anthea. So don’t sit there and lie and say you wouldn’t do the same for Prism or Icy. The point is, I trust Trixie and I’m willing to help her. What about you?”

The room fell into a deep silence after Fluttershy’s surprising defense. The others only looked at each other, their expressions did the talking for them as they thought of what she had said. As they sat there in silence, each had thought of what they would do if they were in the same situation. Twilight thought that, if she had found somepony who had taken Starburst or Nighty, she would torture them with her blasts of energy. Rainbow thought on how she would fry them with lighting. Applejack thought of bucking them into the air and slamming them down with her lasso. Rarity and Spike both considered how Spike would either incinerate or maul them. And Pinkie felt that she would run circles around them at super speed until they were nothing but dust.

“Okay, I’m with you,” said Twilight as she stood from her chair.

“We are as well,” said Rarity as she and Spike did the same.

“Me three...uh or four,” remarked Pinkie as she tried to count how many had agreed before her.

“Ah got your back,” said Applejack.

All eyes were on Rainbow, who was still sitting in her chair with her hooves crossed. After a few seconds, she, too, eventually stood. 

“I still don’t trust you, but count me in!”

Trixie gave them a warming smile as she saw that she would not have to go in alone. “Thank you.”

“You're welcome,” said Twilight,  “Now, I have found the location of the island, and now we just need to think of a plan.” The computer then made a holographic image of the island, showing its tropical terrain with a large volcano near a crescent-shaped beach.





Most of the walk back to Starburst’s home was spent in awkward silence. Both would try to think of something to talk about, but the symbiote would cause Star to do something, like grow a tentacle or be forced to flirt with the stallion, that would cause them to go back into the awkward silence.

“Okay,” sighed Del as he stopped dead in his tracks, “We need to talk about this.”

“About what?” asked Star coldly, already knowing what the conversation was going to be about.    

“Why did you do it?” Star only looked at the ground, not wanting to answer the question. After a minute of complete silence, Del carefully reached for Star’s hoof, trying to reassure her that she could trust him. “Ah’m not mad at you. Just please, can you tell me why?”

“My mother was the reason,” finally answered Star, still looking to the ground. Del only gave her a confused look, not really getting a straightforward answer.

“What do you mean?”

“She found out that I had him, and was going to….”

“Going to what?” asked Del as Star began to raise her head to look at him. Star’s face changed from orange to bright red once again.

“NOW KISS!!!” yelled the symbiote in voice similar to Del’s cousin Api. Star quickly backed away from the stallion to hide her blush. 

“Shut up!” said Star to the symbiote, confusing Del, “I don’t need to deal with you right now.”

“Fine,” said Del in an irritated tone as he turned away from the mare. Star quickly realized what she had accidentally implied and hung her head in depression.

“I’m sorry, Del. I was talking to the symbiote,” Star continued to look at the ground as Del turned to face her.

“No, Ah’m sorry,” said Del as he started to look at the ground as well, “Ah just thought that you we talkin’ to me.”   

“It’s okay.” As the two ponies looked at each other, the symbiote made a black tentacle appear and move towards Del.

“Uh... Star?”

“Oh, sorry,” said Star as she retracted the tentacle, “I don’t know why it keeps doing that.”

“Yes, we do,” remarked the symbiote, “We want---”

“Qui---,” Star stopped herself mid-word, remembering she was not alone, “Symbiote.”

“Oh….okay,” said Del nervously, “Can you finish tellin’ me why you bonded with it?”

Star let out a depressed sigh , her hopes that Del had forgotten their earlier conversation dashed, “Well, mom had found him in my room, and I heard her talking with one of her scientists about him. That’s how I discovered that she knew about him. They were talking about taking him and studying him, or destroying him.”

Del only looked on at the small orange pegasus, who was looking at her disguised hoof, almost forgetting that her coat was black due to her bond with the symbiote. 

“I couldn’t let her take him away and do who-knows-what to him. He’s my friend and….”

“Ah understand, Star,” said Del as he lifted Star’s head back up, “You did what you thought was right and tried to save your friend, Ah respect that. If you think that it was the right choice than Ah support you.”

The two just stood there, looking into each other’s eyes, both turning deep shades of red. The symbiote then grew another black tentacle that started to make its way towards Del by sliding on the ground. Del quickly noticed something moving around his front hooves, quickly transformed his hoof to metal, and stopped on the tentacle.

“Ah’m sorry. That didn’t hurt you, did it?”

“N...no,” answered Starburst nervously, “I don’t even feel them.”

“Okay. So, why does it keep doing that?”

“I really don’t know. It has a mind of its own,” said Star as she retracted the flattened tentacle. 

“Then why does it keep coming for me?” Star’s face reddened again at the question, and she turned her face to hide the blush.

“I...I have no idea.”

“Liar,” remarked the symbiote. “We want to be closer to him.”

“Be quiet,” thought Star, talking to the symbiote. “For the last time, sto---”

“HELP!!!” screamed a voice coming from a nearby alley. The pair quickly turned in the direction of the noise and started to gallop towards the alley.

Once Star and Del reached the source of the voice, they found a unicorn stallion wearing a brown trench coat and fedora pinned to a brick wall by an earth pony stallion and a pegasus hovering over them.

“Please, let me go,” begged the unicorn as he struggled to free himself to no avail. 

The two thugs burst into a fit of laughter as their victim tried to plead with them.

“We already told you,” remarked the pegasus, “Give us your money, or my friend here will have to….. well, let’s just say the wall’s going to have a new coat of paint.”

“I…..I told you….I don’t have any money!” As the two thugs turned and looked at each other, the pegasus gave the earth pony a nod. The earth pony began to raise his hoof, but before it could make contact a black tentacle wrapped around the hoof and threw the earth pony to the ground. 

As the earth pony struggled to his hooves, the pegasus turned to see Starburst and Del staring them down.

“We’re only gonna tell you once,” said Del as he and Star slowly made their way to the thugs.

“Run!” Star ordered. Once the earth pony finally got up, he and the pegasus gave each other an agreeing nod and charged at the young mare and stallion. 

The earth pony galloped towards Del and tried to tackle him, but when he did, Del quickly flipped the earth pony over and knocked him over to a nearby trash pile. The pegasus was having a easy time keeping Star on the ground by flying over her everytime she tried to reach him in the sky. By this point, both the symbiote and Starburst were beginning to get irritated with the pegasus stallion. 

“That's IT!” said both Star and the symbiote in unison. Star quickly changed back to her black-coated alicorn form, grew several large tentacles, and her teeth grew sharp and jagged. “WE ARE GOING TO END THIS NOW!!!!”

All of the stallions stared in shock at the mare as she began to growl like an animal. Star charged towards the two muggers while launching the tentacles at them, wrapping two around the earth pony, pulling him out of the trash. The pegasus tried his best to dodge the he could, avoiding several tentacles trying catch him.

“Wh...what are you?” asked the scared pegasus as he flew to the roof of the building opposite of his mugged victim.

Star only gave a small laugh as she looked at the shaking pegasus. “You think you can hide from us, insect?” she asked. The symbiote then grew two tentacles on Star’s sides and dug them into the ground, “We will catch you.”

Del could only look on in shock as the tentacles raised Star up to the shaking pegasus stallion. “Star….”  

Starburst quickly wrapped a tentacle around the pegasus and lifted him in the air. The stallion tried to free himself, but the more he struggled, the tighter the tentacle squeezed him. With his free hoof, the pegasus reached for his revolver, pointed at the tentacle and shot at it, trying to free himself. All the bullets did was make small holes on the tentacles that quickly covered back over.

“Was that suppose to hurt me?” asked Star sarcastically as she knocked the gun out of his hoof with her magic. 

“Wha...who...are you?” asked the pegasus. Star only laughed, showing off her jagged teeth, scaring the stallion even more. Once Star had made it back to the ground with the two thugs still wrapped in tentacles, the symbiote formed two sharp tipped tentacles and slowly moved them towards her prey.

“Star, stop!” said Del as he started to shake her, trying to get her attention, but to no success. The tentacles continued to make their way towards the muggers as Del tried to stop his friend. “Star, that’s enough! Stop it!”

Star quickly tuned her head to face the stallion, only to reveal that her face had changed and no longer looked anything like her old self.  Starburst’s eyes had became solid white, each almost went along the side of her head, and her mouth seemed to grow even more sharp jagged fangs. 

“We don’t want to stop!” said the symbiote. Del quickly realized that his friend was no longer in control, and that the symbiote had somehow taken over her body. Del quickly transformed into his metal form and punched the tentacles holding the muggers, causing them to fall off and free them.

“Ah’m sorry, Star. Forgive me,” said Del as he raised his hoof to hit the mare, but the symbiote quickly wrapped a tentacle around his neck and began to squeeze.

“I’m not your marefriend!” said the symbiote as Del began to gasp for air. As the symbiote continued to strangle Del, Star tried to fight for control again. 

“Let him go!” yelled Star, retaking the ability to speak. 

“Why? He was interrupting our fun!” asked the symbiote, speaking through Star.

“I told you to never to hurt anypony!” 

“You said ‘friends’,” said the symbiote as it released Del from its hold, but quickly turned to shoot several tentacles at the muggers. “But not criminals!”

“NO!” shouted Star, taking control over her body again and stopping the tentacles before they could get any further. 

“Again? This mare must have more willpower than expected,” remarked the symbiote as it watched Starburst release the frightened muggers and gallop towards Del.

“Del….I am so, so sorry,” apologized Star as she hugged the stallion, “I...I wasn’t in control! This thing took over! He did it, not me!”

“Star, is it really you?” asked Del as he felt Star’s face, “Or the symbiote?”

“It’s me, I promise,” she replied as she continued hugging the golden-coated stallion. She quickly realized what she was doing, though, and practically flew off him, “Sorry.”

“For nearly stranglin’ me, Ah forgive you.”

As the two stood in awkward silence, the two criminals, still shaking with fear, began to gallop out of the alley as the pegasus retrieved his gun. The two finally made it out of the alley, but were stopped when they saw the unicorn they had tried to rob standing outside of the alley.

“What do you want, you piece of trash?” asked the earth pony. The unicorn only smiled as he pushed his glasses back up the bridge of his noise

“I AM A STALLION!!!” yelled the unicorn as he punched the earth pony. The pegasus quickly aimed his gun, but the unicorn cast a spell that shot the gun out of the mugger’s hoof.

“What in the world was that?” asked the pegasus stallion as he clutched the hoof his gun was in.

“Disarming spell. You’ll never guess where I purchased it.”
> Plans
> --------------------------------------------------------------------------

“So that it? This is your ‘brilliant’ plan?”  asked Rainbow Dash. “You honestly think it will be that easy?”

“As much as it discourages me have to agree,” said Rarity, as she looked over the suspended hologram of the island with a look of uncertainty.

“I agree, it's not the best plan but we are dealing with unknowns,” explained Twilight “We don't know what to expect. The island could be completely abandoned or--”

“Filled with killer plants!” exclaimed Pinkie, earning her confused looks. “What, it could happen.”

“Ah, doubt it,” said Applejack, giving the mare pat on the back for effort.

“I hope so,” Said Fluttershy, fearfully in a whisper, remembering her fights with the plant controlling scientist Dr. Spore.

“Doubtful,” said Twilight, as she read the scenes from the island. “It seems the island is safe enough.”

“Well that’s very reassuring,” said Spike sarcastically. “But what of these killer robots?”

“My scans have not picked up any trace of metal or technology. It’s as if it's never been touched by ponies.”

“That doesn't mean we shouldn’t be on guard,”  said Applejack, as she looked over an image of the robot from trixie's attack.

Trixie, who had been sitting quietly as her former teammates debate on what to do, finally spoke. “If you are done arguing over what is and was might be there, I would like to go save my son. I have less than thirty hours to get there.”

“Don’t worry,” said Twilight, as she gave a reassuring smile. “We will save your son.”
Trixie only gave a nod of gratitude as the team of former heroes began to go over the final parts of their plain.






It was nothing but awkward silence as Del and Starburst, with only the streetlamps to light their way. Del could see out of the corner of his eye that the orange mare checking herself as they passed through each light to make sure she hadn't turned into the thing that attacked her friend.

“S...sorry,” said Starburst in a slow whisper.

“Ah it’s okay, Star” said Del, rubbing his still sore neck.

“We’re not sorry” said the symbiote. “We enjoyed watching the stallion squirm in our grasp.”

“SHUT UP!” yelled Starburst causing Dell to turn into his metal form. “It was---”

“The symbiote,” interrupted Del, as he turned back unto his normal form. “Ah, figured.”

As the paired continued to walk, Del could see could see that Starburst coat would change from it’s normal orange color to black. Knowing Del was seeing the conflict going on both inside and out, Star tried to tried to walk a couple paces ahead of the stallion.

“Maybe you should let Miss Twilight look at that thing,” suggested Del pointing to the black spot on the mare’s coat.

“NO!” shouted Starburst as her wings turned black. Starburst was beginning to regain control of herself. “Sorry, but no. We tried but all her help did was hurt and anger it.”
“Angered us,” said symbiote.

“Well, your mom’s a smart pony. I’m sure she could find away to help.”

“Maybe, uh Del your hooves?” asked Starburst pointing to Del’s still metal hooves.”

“Sorry,” apologized Del as he banged one of his hooves against a steam lamp pole to knock off some dirt, causing a sharp ringing sound as he did.

The symbiote began to the take over all of Star letting out a unimaginable shriek, causing surrounding glass to shatter. The symbiote then extended its tentacles waving then in pain.

“YOU HURT US!!!” exclaimed the symbiote, as it extended Stars wings, getting ready to lunge at the stallion.

“NO!” Starburst yelled, gaining control of herself again, she took off towards her castle home.






“Okay so we will leave first thing in the morning, agreed?” asked Twilight, as she finished going over the plan on final time. With everyone giving their agreement, Twilight closed down the holograms. “Good.”

“So, how do yall expect us to get to this island?” asked Applejack, “Not all of us can fly or run on water.”

Twilight gave an excited smile, “I was hoping you ask,” pressing a button on the console. The screen tint disappeared to reveal the new and improved Marejet.

“I thought you would have dismantled that thing ages ago,” said Rarity, as Twilight lead them to the aircraft.

“Celestia no,” exclaimed Twilight. “It’s been a hobby of mine restoring and updating it. I’m sure you will be pleased by the upgrades.”

With that, Pinkie had already ran through the entire ship and back, “Girls, it is an improvement over the last one. It has cup holders!” A loud smack was heard as Spike hit himself in the face, as well as Twilight twitching her eye.

“There’s more than that,” explained Twilight, as she points to the engines on each wing. “I’ve replaced our old, outdated engines with engines on Prism’s suit design. As well as----”

Trixie began to drain out the alicorns explanation of her project and began to wonder around the cave. As she walked through a tunnel overlooking the Marejet, Trixie stopped to look over mannequins wearing the Power Ponies old costumes. Letting out a sigh, she places her hoof on the glass separating her from their biggest failure.






“Illusion, it’s been three days. Call it a day and come back to base,” said Matterhorn in Illusion’s ear.

“No,” said Illusion, as as she scans over the city of Coltem.

“At least let somepony else take over for you. Fillie is faster, she would be able to search the whole city before you get back.”

“She’s too unfocused. She misses details,” said Illusion, as she cast to help her see through buildings.

“What about Radiance?” asked Matterhorn, getting tired of her fellow stubbornness.

“It rains in Coltem all the time. She will do nothing but complain.”

“Then I’ll come over to help.”

“You're already here,” said Illusion, looking up straight at the Marejet’s camera.

Matterhorn, repelling down from the jet, landed next to her fellow heroine. “Can’t let me surprise can you?”

“It’s not a surprise when I can hear the blades from the engines.” said Illusion, giving a sarcastic smile.

“So, where should we start looking?”

Looking over the rainy city skyline, Illusion pointed towards the north side of the Maretropolis. “You take the north half and I’ll search the south and the docks.”

“Sounds good to me. Stay in contact.”

“Call me when you find him.” said Illusion as she walked to the edge of the building. “Etativel.”

With a sigh, Matterhorn took off across the rooftops of Coltem. It had been three days since they received a message from their arch-villain, Mane-iac.






“Hello Power Poniesssss.” said Mane-iac, as the camera focused in on her tilted head and toothy smile. “I believe I have something that belongs to you.”

Using her mane, the green maned villain pulled a battered and bloody Hum Drum into the light. Blood slowly trickling from his mouth, the young colt tried to speak.

“You heros always misplacing your sidekicks, tell them, Mister Glum Drum, how have I been treating you.”

“Y….y...you--” said Hum Drum trying to speak.

“Oh don’t worry, I've been treating him as an honored guest.” said Mane-iac, as she used a main to hold the colt by his hooves. “We’ve had so much fun. He’s even helping with my tennis swings.”

“No please!” begged the colt, as the villainess held two crowbars in front of and behind him.

“Tell me which ones better…….FRONT HOOFED OR BACK HOOFED!” exclaimed the mare, as she bashed the piece of metal across the colts face and back.

“As you can see, he’s quite the trainer,” said Mane-iac, with a sadistic smile. “But he’s not the easiest to put up with. Constantly going on and on about how you will rescue him.”

“They will, you crazy---” said Hum Drum, before being silenced by another strike breaking his legs.

“QUIET! I’m monologuing! Anyway, you better come and get the poor tyke before I get bored. Tata for now!”

Dropping the camera, Mane-iac dragged the poor colt back into the darkness.





“Illusion, found anything yet?” asked Matterhorn.

“Nothin--- wait a second,” said Illusion as she looked over the Coltem harbor. “Enhance vision”

Using her magic, Illusion spotted two of main-iac thugs dragging somepony into a warehouse.

“I think I’ve found something. The Iceberg loading docks. I’m going to check it out.”

“Illusion wait!” exclaimed Matterhorn, as she galloped across the rooftops.

Ignoring her partner's request, Illusion stealthily approached the warehouse. Before getting to the warehouse gate, the mare discovered a small piece of fabric soaked in blood. Lifting the fabric revealed the letters HD. Fire in her eyes, Illusion burst into the warehouse.

“It’s about time,” said Mane-iac, looking at the rain soaked mare. “Alas I’m afraid yo---”
“Ot Suratrat!” said Illusion, poofing the villains henchponies out of the room.

“Well that’s not nice. You kiss your mother with that mouth. HAHAHAHAHAHAHAH---!” Without missing a step, Illusion jumped on the crazed mare using her magic to hold down the villain’s mane.

Matterhorn, gasping for air, finally reached the warehouse to discover the lifeless body of Hum Drum. Galloping to her sidekick, trying desperately to search for a pulse, but finding nothing but a broken body. Trying to give the colt cardiopulmonary resuscitation, she made the horrible discovery his ribs were completely shattered along with his vertebrae.

“Hum Drum speak to me!” shouted Matterhorn, desperately trying to save him. “Please……”

“AHHH!” yelled Illusion, as she continually punished a now broken face and teeth, wheezing Mane-iac.

Laying the body of the lifeless colt back on the ground, Matterhorn walked over to the still punching Illusion pulling her mask off. “Trixie that’s enough.”

“ENOUGH?!” exclaimed Trixie, tears rolling down her eyes. “She deserves this,” striking again, “Enough…...this is a joke compared to what---”

“G….guess…...the …..jokes…...on…...you……..then.” said Mane-iac, as she gasped for air.

“SHUT UP!” With the force rivaling that of Stattle-Ranger, Illusion ended the life of the Power Ponies greatest villain.







“Trixie?” said Twilight, trying to get her attention. “I miss him too.”

“I know,” said Trixie, as she rubbed her hoof across the memorial made for Hum Drum.

“I sent the others home to prepare and make their excuses of why they have to leave.”

“You really think somepony like Fluttershy will lie to her daughter?” Asking a rhetorical question as the pair walked passing the rest of the costume.

“No, but I’m sure she won’t say too much in hopes of not worrying Annie.” said Twilight, as she started to work on the main console of the lair. “We’ve tried our best to keep our children from trying to follow in our hoofprints.

“So you’ve bubbled them. Trying to prevent losing another foal.” Letting out a sigh, Twilight continued to work. “You can’t just sit here and pretend like all this never happened.”

“I’m not.”

“You are!” exclaimed Trixie, growing frustrated with the alicorn. “You sit here thinking the worlds all fine, thinking we aren’t needed because a piece of paper says so.”

“I’m not.”

“Here you and the others are letting the next generation use their powers or skills to….to test fight a suit and deliver cakes! At least I’ve been training Dove to defend herself.””

“That’s what you call it,” said Twilight, in a cold voice looking at the mare in the corner of her eye.

“At least I’m doing something.”

“We are too.” Said Twilight, as she finished her work and turning her full attention to Trixie. As the pair walked out of the Power Ponies lair discussing what the next day had in store, the terminal screen blinked with a notification reading……..POWER PONIES NEXT GENERATION INITIATIVE.