Author's Notes: And here you have it, the second part in Starfall's flashback! And may I say, the response to Chapter 31 has been overwhelming! I knew this long overdue piece of plot development would get a response, but you have all blown me away once again with just how much there has been.

I noticed a lot of people have expressed horror at the behaviour of the town officials, and Starfall's family. There's not much I can say to defend Starfall's family; as the last chapter explained, their views are very old-fashioned...think early-20th century, when men were the ones who went out and worked to earn a living for their family, while the subservient women mostly spent their days tending to the house and children. Starfall's family take on similar views (which I feel I should point out I don't condone).

As for the town officials, what you must remember is that Starfall's appears to them to be nothing more than a raving lunatic seeking some kind of sick attention. There's no evidence what he's saying is true...and he's not finding the proof to back his claims up. And as for one reviewer's claim that Starfall should have gone to the Princess...unfortunately she is the highest authority, and Starfall is HIGHLY unlikely to ever be granted an audience with her in time. Besides, she is all the way over in Canterlot, while Stratos Crossing is in Equestria's west...by the time Starfall could get a warning over there, it would already be too late, most likely. Simply put, the town's officials are the highest authority he can go to, and without evidence, they simply are not going to listen.

And yes, to all those mentioning the cliffhanger ending to last chapter...I am kind of addicted to them, and that is far from the last one this story contains. But hopefully this chapter clears up a lot of questions people have been wondering.

Once again, "DiamondGirl400" was unavailable to beta, so any goofs and errors are mine. Thank you to everyone for reading, faving, alerting and reviewing...every time I look up the statistics on this story, I get all warm and fuzzy from the sheer amount of attention this fic recieves. But enough of my mushiness, go and find out the rest of the tale of Stratos Crossing...

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Chapter 32

Falling Sky

Once the shock had finally settled in, allowing Starfall to think rationally once more, he immediately turned and galloped off, heading straight for Cosmo's house...he was already close to it, and Cosmo was his best friend...he had to warn him before it was too late, shuddering as he remembered the vision of Cosmo's house being completely obliterated.

As he ran, he passed a small group of ponies, and briefly paused to try and warn them, pointing up to the sky as he desperately tried to convince them that they needed to leave town. He did not stop to see or hear their reactions, though, pleading with them to pass on the message to the entire town, before racing off once more, looking back up at the clock tower as he went.

Eighteen minutes left...Starfall paled as he realised he had already wasted two minutes of what precious little time the town had left, galloping as fast as his hooves could take him now There was so little time...he just prayed he could save somepony.

As he finally reach Cosmo's home, he practically beat the door down with his rapid, desperate knocking. "Cosmo!" he called, clearly terrified and panicky, praying his friend wouldn't dawdle on the way to the door...every second he lost was precious, now.

As the young stallion waited, every second he stood there, knocking again and again, felt like an eternity, as he looked up at the sky, seeing the pinpricks of light were already growing brighter, taking on a more distinctive orange glow now...the fire they became encased in as they neared the ground.

Paling, Starfall froze in horror for a split-second, before whirling back around, slamming his hoof against the door hard enough to actually hurt. He barely felt it, thought, to focused on his desperate need to warn Cosmo of what was about to happen. "Hurry up, Cosmo!" he cried, almost in a full-blown panic attack now. "Please, open the door!"

Finally, after what felt like a whole day to the pegasus, the door opened, revealing the black unicorn. Cosmo's steely eyes sought out Starfall, looking mildly annoyed, but the look vanished when he spotted Starfall, likely seeing how upset and panicked the yellow stallion was. "Starfall, what they hay's going on?" he asked, a cautious note to his voice. "You look like you're about to..."

Starfall didn't give Cosmo time to say anything more, grabbing his friend by the shoulders, desperately praying Cosmo would not question. "Cosmo, you have to go!" he yelled, pulling the unicorn outside, and gesturing towards the approaching meteors. "I've been watching those meteors, they're heading straight for Stratos! You have to get your get your family and get out of town!"

Cosmo paused a moment, looking up at the distant specks of light, before looking back at Starfall, raising an eyebrow in confusion at his friend. "Starfall, are you sure? You're making a..."

"Cosmo, please!" Starfall cried, flaring his wings and taking off, already leaving...he'd wasted far too much time, already. "Please, in about fifteen minutes, those meteors are going to bring this entire town to ruins! Just get your family and get the hay out of town before it's too late!" Cosmo opened his mouth to say more, but Starfall cut him off again. "I can't explain more...I've got to try and warn the rest of the town before it's too late!" he cried, before shooting off, moving as fast as his wings would take him, now heading straight for the Cloud District.

As he shot through the town over the rooftops, he once more stopped in a crowded square to try and pass on another warning, looking up at the clock tower as he did. Fourteen minutes to go. Again, Starfall did not bother to stay and see if anypony listened...he simply did not have enough time. Once he gave his rushed, hurried warning, he fled once more, continuing his desperate race to the Cloud District. Now that Cosmo was aware of what was about to happen, Starfall's only remaining priority was his family. He had no idea how he was going to convince them the threat was real, but their lives...and probably his own...depended entirely on it, now.

As he reach the Cloud District, now flying over the soft clouds of his own area, he saw another town square. He considered giving it a pass, hoping his earlier warning would spread, until he saw just how crowded the square was. Pegasus ponies, along with a number of Earth Ponies and Unicorns assisted by a cloud-walking spell, were gathered in the Cloud District's main shopping strip.

Starfall paused, he knew he would not get a better chance to spread word to the town than right now, if he could convince them. But time was already running short. He spared a glance back towards the clock tower in the Earth District, and even from this distance, could tell he had twelve, maybe eleven minutes left.

The young stallion hesitated a brief moment, indecisive, before giving a worried, frustrated sigh, and diving for the square. He had to at least try...he could not just leave these ponies to die. But he would have to make it quick. Less than ten minutes to convince his family of the danger was going to be cutting it way too close for comfort.

"Everypony!" he called as he landed, clearing his throat to try and remove his nerves. Starfall was not a fan of speaking to crowds, and this was going against everything his mind was telling him to do. But this was a serious, deadly situation, as Starfall forced his shyness aside. His own insecurities paled in comparison to the destruction that was about to literally rain down from the sky.

"Everypony, please listen!" he called again as several ponies started turning to face him, clearly wondering what was going on, especially with how desperate and jittery the young stallion addressing them looked. "This town is about to be hit by a meteor shower!"

As expected, Starfall's warning was met with a lot of cynicism and doubt...and more than a few laughs as well. It pained Starfall that so few ponies were willing to even give him the benefit of the doubt, but he once again forced himself to ignore it...he could not afford to waste time, and he had to convince them, before it was too late.

"Please, just look!" he begged, pointing towards the sky, where the approaching meteors were still lurking, much more obvious than before...speeding towards the town. "Those aren't stars up there, you can't see stars in the middle of the day. Please, I'm begging you...this town's going to be a smouldering ruin in a matter of minutes! Please...just get out while you all still can!"

As a few ponies followed his hoof, looking up in the sky, their gasps and various expressions of surprise had many others in the square also following suit. Suddenly, the locals seemed to look much more worried. Starfall's ramblings, until now, had been just that; seemingly deranged ramblings. But now the proof of his sanity was staring them in the face...and heading straight for the town.

As many of the less sceptical ponies starting looking over at him, their worried, hesitantly fearful expression easy to see for the young pegasus, he spread his wings to take off, giving one last warning to the square. "Please, just leave town, and warn as many others as you can on the way out...don't throw away your lives because your pride refuses to listen to me." With that last warning, he took off, heading straight for home now, though he was glad to see that several ponies below him had finally gotten the message, scattering as they either ran home to gather their families, or else just immediately take wing to get away from the town, the earth-bound ponies settling for just fleeing for the Earth District, where they could get away from the town on their hooves.

Starfall glanced back over his shoulder as he flew, risking another glance at the clock tower...nine minutes. His time was over half-gone. Less than nine minutes to convince his family to flee from the town...Starfall grimaced at the very thought of the task before him. This was not going to be easy by any stretch of the imagination.

Still, he could never just leave his family behind, and so he flew on, heading for his family home, praying that, just this once, they would listen to him. They may not be the most loving family, but Starfall knew it would destroy him if they were to die in this mess. A mess he really wished he could have done more to stop. Why was he being given these dreams, these premonitions of impending doom, if he do nothing to stop the death and destruction?

Still, he pushed it out of his mind for now, trying to focus on who he could save...hopefully. He landed just outside the front door of his cloud-home, quickly bursting through the front door, wasting absolutely no time. "Mum! Dad! Hunter! We've gotta go, now!" he yelled, trying to get their attention from wherever they were in the house.

His father was the first to respond, the voice coming from the direction of the kitchen. "By Celestia, Starfall, what are you whining about this time?" he growled, clearly unhappy with Starfall's distressed, panicked state. He expected stallions to be tough, and put on an air of courage and calm at all times. It was something Star Hunter had grown up to relish in, becoming his father's spitting image in both looks and attitude, the only distinguishing differences between the two of them was his father's darker mane, which Starfall had partially inherited, and the lines starting to show on his father's aging face.

Starfall quickly turned towards his father, racing into the kitchen, ignoring the fact that he was busy trying to read the daily newspaper. "Dad, please listen, this whole town's in danger, and we need to..." he tried to explain the situation, but his father cut over the top of him.

"Danger?" he scoffed, clearly both disbelieving and dismissive. "What the hay are you going on about, Starfall? If anypony in this town was in danger, I think we would know about it. Now enough of these ridiculous flights of fancy, and leave me in peace," he said shortly, clearly intending for the matter to be dropped then and there.

But, for once, Starfall was not letting his father intimidate him into dropping the subject. This was life or death, he could not afford to let his fear cost him his family. "Dad, please," he begged, trying to stress how important this was. "This is serious..."

His father cut him off by slamming a hoof down on the kitchen table with enough force to make Starfall jump at the unexpected bang, freezing briefly as his angry expression. "What part of 'leave me in peace' don't you understand?!" he yelled. "Enough of your ridiculous nonsense before I try to knock it from you!"

His father's threats of violence were idle ones...at least as far as Starfall was aware. He could be cold towards his youngest, smallest son, but never violent or abusive, but then again, Starfall had never pushed him when he got this angry before. Today, it seemed, he would be forced to end that trend. His father could yell, scream, or even hit him all he wanted later...as long as he was alive to do it.

Starfall, rather than backing off, actually stepped towards his father, shoving his own hooves onto the kitchen table roughly, his frustration and panic finally showing through in full force. "Dad, for once in your life, listen to me!" he yelled, his rebellious refusal to be cowed actually stunning his father into silence for a brief moment...a silence Starfall took advantage of. "If we don't leave, right now, we're all going to die! Along with everypony else in this town!" he yelled, his desperation and pleading clear for anypony within hearing range to pick up on.

It just so happened that his brother had indeed heard his desperate pleas, taking over since their father seemed too stunned to reply at the moment. "Starfall, what the hay are you going on about?" he asked, clearly confused. "You're acting as if the sky's gonna fall on us or something," he added, stepping away from the doorway to the kitchen to let their mother through.

Starfall turned his attention to his mother now, figuring she was the most likely one to listen to him right now. "Mum, please! You have to listen to me. Just head outside and look up at the sky! There's a meteor shower coming...and it's going to hit this town with everything it's got!"

His mother's pale green eyes stared as Starfall with a clearly confused, sceptical look, seeming to think Starfall was in the midst of a brief bout of insanity. She remained silent for a long time, before her pale, creamy yellow body heaved in a heavy sigh as she glanced at her husband. "I'll go see what he's complaining about," she said in a long-suffering tone, her sky blue tail flicking in annoyance as she turned towards the front door. "I don't appreciate you wasting my time, though, Starfall," she added, making it clear that while she was humouring him, she was not happy with his behaviour, though Starfall was too relieved to really care at the moment.

He quickly followed his mother outside, who immediately turned to him with a mild glare. "Alright, now, what are you rambling about, Starfall?" he asked, clearly impatient. But Starfall was already pointing to the heavens, where he saw the meteors were visibly larger...he could swear he was already hearing the distant, ominous rumbling as the heavenly boulders screamed towards the earth, and their town.

"Mum, please," Starfall begged once again, praying that the sight that greeted her as she looked up would be enough to convince her he was telling the truth, and was desperately trying to save their lives. "Those things are going to come down right on top of this town...we have to leave, now, before it's too late!"

For several moments, Starfall's mother was still and silent, clearly struggling to comprehend what she was seeing. "I...but...by the First Alicorn..." she muttered, Starfall quickly pouncing on her shocked disbelief.

"Mum...I'm begging you. We have to go...this town's going to be a ruin when those things come down. Please, just get dad and Hunter..." Starfall could no longer see the clock tower from his house, but knew that several minutes had already passed. He guessed he had maybe five minutes left...though for all he knew it could be one minute by now.

After a few more moments, which Starfall spent shuffling anxiously on his hooves, his mother finally seemed to come out of her trance, turning to her younger son. "You're sure those things are going to hit the town, Starfall?" she asked, Starfall nodding emphatically, trying to get her to understand, seeing she was all-but convinced as she sighed, before hurrying back inside, Starfall heaving a massive sigh of relief as he heard her calling for Star Hunter and his father to pack up and leave the house. He'd convinced them...they were going to be okay.

He spared another nervous glance upwards as he waited for his family to gather their wits and leave, and could now actually watch as the meteor grew larger and closer before his very eyes, making him pale...his estimate of five minutes must have been off...at the rate they were approaching they couldn't have any more than two minutes left now.

Finally, after what felt like several eternities to the young stallion, Starfall's family finally came out the front door, both his father and Star Hunter looking upwards, pausing upon seeing the flaming boulders coming down from above...an impact with their town now indisputable...and imminent. "Alright, let's go!" Starfall's father barked, instantly taking charge as he spread his wings, facing north. "We'll head up the beach a few miles, make sure we're away from the impact zone, and wait it out," he said, before taking off, his wife and elder son immediately following after him.

Starfall, glad everypony was finally listening, raced off after them, relieved as his view of the town below showed empty streets, only a few ponies left gathering up straggling members of their families before leaving as well. By the looks of the roadways out of town, and the skies above the coastline, most of the town was already evacuated, somepony obviously sounding the alarm earlier during Starfall's desperate pleas. If felt like a huge weight had come off his chest. The town might not be saved, but apparently most of lives within had been, and that was enough for him. The town could be rebuilt...but dead ponies could not be revived. That was a feat beyond even the Princesses.

But even as Starfall followed his family's hasty retreat from the town, his heart sank like a stone once more as he looked over his shoulder. There, in the middle of the cloud street, clearly lost and frozen in panic, was a young foal. The young filly seemed to have spotted the approaching meteors, and her young mind had simply locked up in sheer panic, leaving her frozen in place...right in the path of the destruction.

The sight made Starfall stop, hesitating. For a moment, he was about to leave the filly behind, but he spared a glance back up at the sky, causing him to hesitate. The meteors were painfully close, Starfall now definitely able to hear their low, reverberating rumble as they got dangerously close...but there still might be enough time...

Knowing he had to decided in that moment what to do, Starfall sighed, knowing he was going to regret this in some way, before turning away from his family, diving recklessly back towards the town, to reach the little filly as fast as possible. He would have to be extremely fast if he wanted to get the little pony out of town in time.

As he landed next to her, the little Earth Pony light blue body jumped slight, turning her pale purple eyes up to him, the fear evident in them, her deep blue tail pinned beneath her in that same expression of fear as he gaze returned to the sky.

"What are you doing?" Starfall cried, trying to nudge her into moving. "We have to get out of here!" he added, starting to panic himself as he glanced up at the heavens, the meteors now so close he could actually make out details on the flaming rocks...and the fiery trails they were leaving behind. They had seconds, at best.

"I'm scared..." the filly whimpered, looking up at him with wide eyes, before looking at the Cloud District around them. "What are those things? Why won't they stop?" she asked, displaying the childish innocence that Starfall knew, one way or another, was going to be gone by the end of the day.

But Starfall could see a bigger problem...as an Earth Pony, the filly had no way of escaping in time on her own...and he didn't know if he had the strength to carry her away. But he had to try, since it was the only way they were both getting out of there alive. "Come on, we have to leave!" he said insistently, trying to convince her to climb on his back. "Those things aren't stopping, kid...we have to go, come on! Climb on my back, I'll get you to safety!"

But the filly refused to move, still frozen by panic and fear. She seemed to have missed Starfall's calls entirely, making the stallion groan in frustration and fear as he tried to figure out how to get the young pony's attention.

A loud, deep gong make Starfall freeze in his tracks, both him and the filly spinning to look at the clock tower over in the Earth District, though for different reasons. Sure enough, there it was...three o'clock. Time had officially run out. In about five seconds, Stratos Crossing was going to crumble...and Starfall and the little filly were still in the middle of the town.

Knowing attempting a slow take-off in the middle of town was not going to give him to escape the town limits before the first explosions blew him out of the sky, Starfall grabbed the filly hurriedly, ignoring her yelp of pain and protest as he handled her a little more roughly than he intended in his haste, fastening her on his back, looking at his hooves...and the cloud-street below him...getting an idea.

"Hold on, kid...and close your eyes," he warned the filly, giving her only a moment to clasp her hooves around his neck, before raising his hind hooves. "Whatever you do...don't let go!" with that last warning, he brought his hooves back down, giving the cloud street a solid, forceful kick.

Thanks to his weather-manipulation abilities as a pegasus, the cloud street puffed out of existence below him, a hole opening up directly below his hooves, the sudden loss of footing causing Starfall to feel like he had left his stomach behind as he dropped like a stone, the added weight of the filly on his back making his fall all the more rapid.

The rapid drop did not stop from seeing the first meteor finally reach the ground, smashing straight through the clock tower just as his eyes dropped below the cliff-top. But even though he could not see the first devastating impact, he sure as hay heard it, the loud explosion just about tearing his eardrums apart, the filly on his back squealing in pure terror and wrapping her hooves around his neck all the tighter, almost choking him as the blast wave from the explosion struck him, sending him spinning wildly through the air, flaring his wings in a desperate race to regain some form of aerodynamics before he reached the ground...neither he nor the filly would survive a fall from this height, even with the foal's fall was cushioned by his own body.

After a few moments, Starfall regained some kind of control over his fall, his wild spinning coming to a halt, as he pointed his body down into the sky, grimacing as the move caused him to speed up even more, but pulling up desperately, trying to level off as he saw the sand and surf rapidly coming up to meet him.

But even though the pressure waves each impact the meteors were creating as they struck the town above were weak enough down here to do little more than jostle Starfall around mildly, the weight of the filly on his back was overcoming his ability to defy gravity, continuing to fall despite his best efforts, flapping his wings desperately in a futile effort to gain some kind of lift.

Knowing that it was more than his own life on the line here, Starfall put absolutely every ounce of strength he could find into his wings, praying that, just this once, they would not let him down. Finally, he seemed to have found the strength he needed, starting to level off as he looked below himself, trying to slow himself down as he saw the sand rapidly approaching...he was too to avoid hitting the ground!

Having almost levelled off, Starfall flared his wings as wide as he could, tilting them up so they caught as much air as physically possibly, trying to use them like a makeshift parachute as the beach drew closer and closer, until he his hooves finally met the soft, rough grains.

Still travelling at a fair speed, Starfall immediately tripped over his own hooves, yelling as he somersaulted forwards, the filly shrieking as she was flung roughly off his back, both of them tumbling bodily across the sand, before Starfall finally slammed to a stop in the sand with a bone-jarring thump, the multiple impacts with the sand leaving his whole body aching, his left wing stinging from where he had landed awkwardly on it, twisting it slightly.

Groaning, it took Starfall a few moments to get his wits about him again, slowly raising his head to look around. He had ended up on a stretch of beach a short distance north of the town, out of the immediate danger zone of the meteor storm, but still way too close for comfort, especially when he remembered his vision warning him that the cliff-side was likely going to crumble into the ocean soon.

Wincing as almost any movement made his body ache, he struggled back to his hooves, wincing and pinning his ears back reflexively with every distant explosion coming from the town above him...a town in the process of being destroyed. He could not tell if he was imagining it or not from this distance, but it still brought tears to his eyes as he thought he heard screaming coming from the town as well. Ponies were still dying...despite all he had done to try and save them, he had failed.

Remembering the blue filly, Starfall looked around for any sign of her, praying he had not hurt her with the rough landing. He saw the marks in the sand not too far away from him, obviously where the little one had crashed into the sand after being flung off his back, but there was no obvious sign of her beyond that. Looking more closely, Starfall managed to spot a faint trail of hoofsteps heading towards the cliffs, causing him to turn his gaze in that direction.

It was there that Starfall finally spotted the filly, galloping up a stairway built into the cliffs that lead back up to the top, as one of many access points between the beach, and the roadway up on the cliff-top. Now that she was safe from immediate danger, the filly obviously wanted to head up there to try and find her family...if they were still alive.

Starfall made to fly up after her, but spreading his wings was enough to agitate his strained left limb. Realising flight would be an agonising, and potentially dangerous effort right now, he decided against following after the filly. She had gotten too far ahead of him for him to be able to catch up to her now, especially with how exhausted he felt, now the adrenaline rush of the danger was starting to wear off.

Remembering that his family had agreed to head north a few miles to wait the disaster out. He turned and started to limp up the beach, towards where he figured his family would have retreated. Even if they had noticed him turning back, he doubted any of them would have risked waiting for him. Hunter didn't care enough about him, and his parents had to look out for Hunter, and each other. He had made his choice, and nopony, especially not his family, were going to wait and see whether he had survived or not when the rest of their survival was still not a certainty.

But as Starfall started the long, slow trek towards their designated meeting place, he looked back over his shoulder at the loud rumbling, crashing sound, freezing in place and watching in total horror as the last part of his vision finally came true, the cratered, broken section of cliff-side holding the shattered remains of Stratos Crossing finally crumbling, breaking away from the cliff and collapsing into the ocean, Starfall left feeling like his heart had just suffered the same fate as the cliff.

His home, along with everything both he and his family had owned, had just disappeared, along with the lives of possibly hundreds of ponies...all falling into the ocean, along with what had, until just a few minutes ago, been one of Equestria's biggest success stories in cultural relations. A part of Starfall knew all of Equestria was going to rocked by this disaster in some way...but right now, he could only sit down and let the tears that had been building up without his knowledge finally stream down his face as he realised his entire livelihood was gone...never to be recovered. From this day forward, he knew his life would never, ever be the same.