As soon as Scootaloo and Flight rounded the corner and caught up with Kevin, they could see what had made the colt cry out: there, standing in front of a tree trunk, was a massive brown bear that stood nearly four ponies tall. Its fur was matted and unkempt and its beady brown eyes looked up from Kevin to watch as Flight and Scootaloo skidded, scrambling to a stop before they ran straight into it. The massive form of the beast stood immobile, merely watching them.

"What the—" Flight breathed.

"Look at his forehead," Kevin murmured, nodding his head in that direction. Flight and Scootaloo slowly trained their gazes upwards to see the tiny yet distinctive golden star sticker, right there amongst the fur.

Scootaloo blinked. "Oh, Celestia," she said at a normal speaking tone, stepping forward. "I'm so glad to see you, Grey... I thought you'd disappeared but I guess you were just making your escape and... huh?"

Flight and Kevin stood and stared in horror as Scootaloo spoke. And as she had started speaking, the bear made a series of odd, light roaring sounds. Almost like...

"Are you... laughing?" Scootaloo asked.

"Of course, Andromeda," the bear said in a voice that was much squeakier than she would've expected. "I think you're mistaking me for somebody else."

"Huh? My name is Scootaloo..." the filly said plainly. "And what do you mean? Animals with star stickers on their foreheads... isn't that your schtick? C'mon, Grey... it's not funny."

"Scootaloo," Kevin whispered into her ear. "We need to get out of here. This guy is bad news."

Scootaloo gave Kevin a funny look. "No, this is my friend Grey who broke me and Mochi out of the South Pen. He's just being... weird or something." Scootaloo turned back to the bear.

"No, no, your friend is right. I'm not Grey, nor do I know who that is," the bear stated, taking on an amused expression. "Though I do have some ideas. And if that's what he's calling himself... ah, he never was the brightest of fellows."

Flight narrowed her eyes. "Why are you here? What do you want with Kevin?"

The bear paused for a moment and then turned to the filly. Suddenly, it leaned forward, falling onto all fours so that it could get up close, not two dozen centimetres from her face. "Look here, Ms. Flight. I only come to remind this one"—the bear gestured with a paw towards Kevin, who jumped back—"that I am still watching and that my offer still stands. He will know when the time comes, but for now I must continue to give him chances."

"Buzz off, you creep," Scootaloo shouted. "Leave us alone!"

The bear leaned back up and nodded. "Gladly, Andromeda. Now is not yet your time, anyhow."

Scootaloo blinked. "Huh?"

"Dude... stop dragging other ponies into this," Kevin finally said. "I don't even really understand what you want from me, but it doesn't have to involve them, whatever it is."

"But of course, child. If you truly will not come, I will now take my leave." The bear coughed and then started to shuffle its feet around, turning on the grass.

"Wait!" Flight called. The bear stopped. "Why do you keep calling Scootaloo 'Andromeda'? And why don't you call Kevin anything? Especially when you just called me by my name!"

Kevin felt his heart stop. "Now, I'm sure that's not important or anything—"

"I call Andromeda by that name because it is that one I am familiar with," the bear interrupted, seemingly oblivious to the fact that Kevin had been talking. "And you, Ms. Flight, once showed promise. And as for this one," the bear said, gesturing towards Kevin once more. "I only make promises which I intend to keep."

Flight cocked her head. "What?"

"Alas, I do not have more time or more words. Juk duuts duxolats dobiku!"

Flight turned to Scootaloo as if to say something but all she was able to do was watch the filly as she let out a high-pitched scream. "Wha—oh buck!" Flight's eyes widened as she turned to see the bear which appeared to be melting down into a magically-illuminated pile of white goop that frothed in the centre of the forest floor in front of them. Flight found herself unable to move; all she could do was watch, awestruck.

Then, as quickly as the bear had dissolved, small shapes began to rise from its remnants. At first, their forms were unrecogniseable beyond rigid vertical lumps sticking upward, dripping blops of goo back down into the quivering viscous liquid below.

And then, as the glue-like goop dripped away and the shapes began to darken in colour, it became painfully obvious what was forming in front of them—a flock of fuzzy grey mammals hovering midair on leathery wings. Or, in laypony's terms, bats. On each of their foreheads lay one of those golden stars.

Screeee! The air filled with the horrifying screeches of the creatures as they swooped forward and in that moment Kevin lightly nudged both Scootaloo and Flight and shouted "Run!" and the three of them turned tail and started galloping as fast as their hooves could take them through the underbrush. Scootaloo could hardly pay attention to anything over the pounding of her heart or her heavy, panting breaths; the screeches behind her blurred into a horrifying mess and she was barely able to focus on the path ahead, nearly running into a tree more than once.

At some point, the filly watched as Kevin pulled ahead of her and Flight. "Over here!" he yelled and swerved to the right, leaving her (and Flight) no choice but to follow the colt. Scootaloo could nearly feel the talons scraping at her backside as she turned around a tree trunk, speeding after Kevin as he ran towards a patch of grass covered by a thin layer of autumnal leaves that, despite being packed together in damp patches of the ground, were still somewhat able to display their multihued glory.

And then, in front of her very eyes, Scootaloo watched Kevin fall. "Aaaaugh!" the colt yelled as he toppled through the leaves to somewhere unseen. Scootaloo tried to slow down, tried to turn a different direction, but the leaves were too slick and she was going too fast and the bats were right on her tail so she couldn't do anything but—

"Gaaahhh!" she cried as she felt the leaves below her give way. Behind her, she heard Flight make a similar noise as well as the wet squelching of the leaves falling down, taking the fillies and Kevin, somewhere beneath them, with them. Scootaloo felt her heart stop.

And then she fell into darkness.