It didn't take long for the princesses and Emerald Shine to land just in front of the cave. They simply looked and stared at the darkness of it.

"So... Whatever seems to be scaring all of those Everfree creatures, seems to be located inside of this cave," Says Emerald Shine.

"A cave inside a mountain that seems to be... groaning? Whatever this threat is, it does not seem to be very little of knowing about it," Says Luna. As a matter of fact, while Emerald Shine talked about the source's location, there was ominous and raspy groaning emanating from inside.

Then, Twilight's friends came up from behind the trio. "So, what's goin' on, your majesties?" Asks Applejack. The three turn around to see Twilight's friends standing behind them.

"We seem to have located the source of the Everfree Forest's anxious fear inside of this cave," Luna explains.

"All right! Let's go see what's inside this thing and see why even the big guys are afraid," Said Rainbow Dash charging for the cave. Suddenly, she was stopped and pulled back by Emerald's magic.

"I do not believe that charging into this cave to found it what the source is is wise, Rainbow Dash. Perhaps it would be best to for you all to stay outside," He said, referring to Twilight's friends.

"Aw, come on! We face up against fully grown dragons, manticores, cragadiles, Queen Chrysalis and her changelings, those teenage dragon jerks, a hydra, Nightmare Moon and Nightmare Rarity, Discord, King Sombra, Lord Tirek, Discord's seeds, Starlight Glimmer when she was bad, Timberwolves- Fluttershy even scared a stone-turning cockatrice without herself turning into stone, and Twilight faced an Ursa Minor and outsmarted Trixie into giving up that Alicorn Amulet! So what in Equestria could be so scary for us like those Everfree Forest creatures?" Rainbow Dash questioned with a smirk.

"A force that perhaps not even all of us, Twilight, and all of those threats you mentioned put together could face, let alone defeat," Emerald responded with an arched eyebrow. Rainbow was left a little worried.

"Good point."

Emerald Shine then turns to the others. "So with all due respect and great concern for you all, we advise you to stay outside and out of harm's way. If this threat is anything like all powers of evil, we may as well spell certain doom for the world," Says Emerald Shine.

"Don't y'all worry yourselves, sir. We'll be sure to warn Ponyville about it if anything were to happen to the 3 of ya," Says Applejack.

"Thank you, friends of Twilight," Says Luna, then the princesses and Emerald entire the cave with bravery, yet concern on their faces.

20 Minutes Later...

After the princesses and Emerald traveled deeper into the cave, the unicorn stopped in his track and stopped the princesses.

"What is it, Emerald?" Asks Celestia. Emerald pointed at the ground, and the 3 saw something that nopony could have comprehended.

The ground was covered in something strange.

It was this and garnet-red ooze with daisy-white spores growing in these charred, rotten twigs with speckled linings of this blood-red, crystalline dust. There were various sizes of this tar-like substance with small paddles of this iron-grey sand that flickered with small, eerie crimson-red lights, and close to the center of this substance were images of currant-red stars and shadow-grey galaxies being sucked into a center of blackness.

There were crooked and swerved tendrils of this corruption coming out of various spots. They started out as the ooze, then the ending halves were covered in the tar-like substance, and the tips of them were covered in the iron-grey sand with the flickering, eerie crimson-red lights. They all swerved and swayed like snakes that were doing their last death dances.

There were also these strange crystals that grew in various sizes on these substances. They were garnet-red and they had the same tarry substances inside, leaking out of glowing black cracks in them, and they all gave off a terrible ruby-red aura and onyxian-black mist.

This substance of unpleasantness worried the 3.

"This substance seems as unpleasant as it is familiar," Says Luna.

"Indeed, sister. This strange ground brings very vague memories," Says Celestia. Emerald Shine pulled out a small beetle and set it just in front of the substance. The beetle walked over and crossed the ground...

It started to bloat with spores and bulges...

The 3 grew rather disturbed of the beetle.

Suddenly, the crystals on the substance burst out of the beetle at a rapidly dangerous speed, leaving it mutilated into its own carapace.

The princesses and Emerald Shine had shocked and disgusted expressions on their faces.

"That was..."

"Extremely worthy of one's vomited meal," Says Emerald Shine. Celestia to throw up, but then she managed to swallow her lunch back down.

"I... will never look at any insect the same way again with this corruption..." Says Celestia. Emerald Shine lifted a hoof over the corruption... Nothing happens.

The princesses sigh in relief.

"I would not sigh just yet," Says Emerald Shine, flying over the corruption with his magic. "We will have to travel deeper to find the source. Let's go," He says as he travels deeper into the cave, carefully maneuvering around the crystals, twigs, tendrils, and the corruption in general. The princesses follow.

37 Minutes Later...

The 3 came deeper into the cave, their horns more brighter than before. As she looked around, Luna noticed strange shadowy formations all over the tunnel. On the ground, the walls, even the ceiling.

After a few more yards, the 3 came across what appeared to be an enormous cavern filled with corruption and shadowy formations. In the center of the ground was a tall pillar of the corruption, and on top of that was a rocky formation of it. They came up to the small rocky dome and listened carefully...

...

...

...

...

Suddenly, a soft groan.

"This must be the source of the Everfree Forest's fear," Luna whispers, making sure not to wake it up. Emerald Shine lights his horn on the dome and sees that the shadowy forms started coming into the light and revealing themselves.

Around it were at least 15 of these very strange creatures.

They had six legs with corruption-tipped claws, circular, corruption-animated mouths with sharp teeth, 3 insect eyes just above the jaws, a massive blood-red bulging bubble filled with the corruption on their backs, ruby-red markings from their jaws to their eyes, and they had massive pincers in the rear with corruption-animated tips.

They were all the size of a filly pony.

"Good Solaris..." Whispered Emerald.

"What are they?" Asked Luna.

"They appear to by some kind of... giant insects," Emerald answers.

"But... what kind?" Asks Celestia. Suddenly, one of them in front of the 3 started to stir and open its eyes with a blink. Its eyelids were vertical. The insect-like creature stared at the 3 for a moment...

Suddenly, the insect-like creature let out a gruesome and grueling shriek at them, waking all of the shadowy formations.

Then, the 3 brightened their horns and saw all of the shadowy forms coming into full view.

The first group of shadowy formations were giant, bear-sized maggots.

They had two rows of jet-black spikes and a middle row of jagged, onyxian-black spines with tips of the tarry-substance the size of a pony mare, on top of the garnet-red ooze, their skin was pale white with crimson-red markings at their corruption-animated jaws, which had tusks and vertical jaws with sharp teeth, but they had no eyes like all maggots.

The second group were these strange dinosaur-like creatures the size of allosaurs.

They had corruption-animated, misplaced teeth the size of rocks and tusks larger than the maggots with corruption-animated tips, they had raptor-like legs with corruption-animated feet and sandy toe claws, their tails were long with corruption-animated tips, and their bodies had massive scale plates with spikes in the back, they had no arms, but they did have whiteless eyes that were smaller than their rock-sized teeth. Their heads were the size of their torsos and they had short necks.

The third group were these strange, mutated, faceless creatures the size of Ursa Minors.

They had ash-grey hides with scaly, shadow-grey spots on their shoulders, oozy-animated chests, bellies, underarms and under-fingers. They had a single brace on their left upper arms made of this strange, gothic metal belts with black ropes and bolts, but the whole belt was made of this metal as well, They had spiky chains and very long tarps, black tattered raggy-shorts, two crystal spikes on their lower legs and large scale plates on their heads, along with bony spikes just behind their last tentacles, their heads were massive and similar to an octopus’, but their faces were very wide. They had ruby-red eyes, five tentacles and blood-red webs, but smaller. Their arms were 3 large tentacles connected with shadowy-grey colored scales, very sangria-red veins that showed very perfectly, and jam-red orbs in the center of their palms. They also had 3 corruption tendrils on their backs.

The fourth group were this strange creatures that were mutated and had very strange bodies.

They had heads larger than their bodies, but they didn’t have any eyes or noses, their corruption-animated jaws had a single ligament on the sides of their very wide and massive jaws. They had jet-red semi-torsos with miniature iron-grey left arms that were very muscular with small, corruption-animated 3-fingered claws, and they very long and skinny jet-black right arms with corruption-tipped spikes on the forearms, a large spine on their elbows and spikes on their right, jet-black and iron-grey shoulders, lower corrupted fingers, and their forefingers and very long claws were animated by the sand, on the bottom of their torsos they had 3 oozy tentacles that were very long and tipped with the corruption, the second tentacle on the front right had an extra one that was also tipped with corruption, and they had corruption-tipped spikes on their heads down their backs. They also had 3 corruption tendrils on their backs.

The fifth group were actually dragons of an unknown species the size of former Dragon Lord Torch.

They had long, slim heads with maroon-red eyes, and large bottom jaws with exposed teeth animated by the corruption. They had 4 massive horns with sandy-animated tips and 5 spikes in the middle of their snouts up to their heads. they had long, slender necks with jagged, glowing ruby-red grooves between scales and scale plates that had 3 large spikes and jagged spines with corruption-animated tips down to their tails. Their torsos had this blood-red runes on their stomachs, chests, and waists, and they had the same jagged grooves. They had corruption-animated forelimbs, lower legs, feet, and toes, and they had the same sangria-red veins on their necks, faces, legs, waists, and tails. Their wings were massive with currant-red sails that had shadow-grey feathers at the base of their fingered wings, and the sails were tattered. They also had 3 crystal spikes and spines on their tails in V formation.

And the final group were truly abominable monsters of unknown realms, half a size bigger than Ursa Majors.

They had oozy upper legs with tarry and sandy-animated lower legs, the left leg was human-based but muscular, and they had sandy 3-clawed toes, their right legs were obese and muscly with a spiky pod for their feet, with sandy tips. The right side of their bodies had massive triangular-based maws with nasty, corruption-animated sharp teeth, so they didn’t have an abdomen, they had a right human-based arm with exposed, crystal forearm bones and exposed crystal nail fingers that were very long, and they had an extra arm that sprouted from their upper arms down to the wrist, but only with exposed crystal nail fingers. Their left arms were the same amount of muscle as their right legs, and had their forearms held up and their 3-clawed hands sloped downward with sandy-animated tips, both of which had massive spikes, but they had no left abdomen either. The entire left side of their bodies were corruption-animated and wrinkly with ruby-red spores that had tarry-black spots glowing. They had no eyes or noses, but they had fungi with blood-red glowing spores as well on the corrupted stems, and 3 massive curved horns on random parts above their bodies with sandy-animated tips. They all had 5 corruption tendrils with sandy and tarry tips.

The 3 gasped as they saw all the creatures awakening and staring at them. Suddenly, the dragons started to inhale deeply, their throats glowing ruby-red...

"RUUUUUUUUNNN!!!!" Emerald screamed as he flew to the tunnel, the princesses quickly following. The dragons breathed their corruption-based fire with these droplets of the tarry substance and crackling char-black embers.

The fire started blowing through the tunnel and after the 3.

Outside...

Twilight's friends were doing their own thing, until...

"Um, girls... The cave is glowing..." Said Fluttershy. All heads turned to see that their was a garnet-red light glowing brighter very slowly.

"Ah don't think this is a cave at all," Said Applejack with dread.

"It's a lair!" Said rarity.

Inside...

The 3 looked back to see that through the fire, the many creatures they awakened were coming after them. They all screamed. When they crossed out of the corruption, they saw the exit up ahead. "There it is!" Luna shouted.

"Hurry!" Emerald shouted, suddenly they heard crackling behind them. They looked back to see that the corruption was growing very rapidly and the tendrils were trying to grab at them. "Don't let them touch you!"

"We must pick up speed, or the tendrils will catch us and destroy us!" Celestia said.

"Or make us suffer from what the beetle has!" Emerald remarked.

"And to think that Sombra's corruption was worse!" Luna said.

Emerald looked back and saw that the creatures were still after them. Then he looked outside the cave...

Outside...

Twilight's friends saw that the cave was collapsing. Rarity quickly held the rubble up to keep it open. "It's going to collapse on them!" She panicked.

"Keep it open!" Emerald shouted from inside. Rarity would've been giving it her all, it she didn't feel so sick suddenly.

"I don't... feel so good," She said, feeling dizzy.

"What do you mean you don't...?"

"LET IT GO NOW!!!!" Emerald screamed as the 3 finally got out. Emerald rammed into Rarity and stopped her from holding the rubble up. The rubble fell and the creatures were trapped inside. Emerald got up and off of Rarity. "You could have literally killed yourself if you kept all that rubble up during the corruption's growth," Emerald said sternly to the female unicorn.

"I had to... let you all out..." She moaned. Emerald slammed his hoof in frustration.

"Confound it all, she's been poisoned," He said to the princesses. they quickly came up to the fallen unicorn and covered her in a golden yellow and sapphire blue mist. Rarity exhaled deeply and in relief.

"Okay, so does anypony wanna tell us what the hay happened in there?" Rainbow asked. Then, a very loud groan came from the cave.

The ponies all looked at the cave with worry. "W-What was th-th-that?" Fluttershy whimpered.

"I think it's... N-No... I-It can't be..." Emerald said with dread.

"Can't be what, Emerald?" Asks Celestia with greater worry.

"The... The..."

"The what?" Asks Applejack.

"The... S-S-Starblighter," Emerald finished. The princesses looked at Emerald in shock, but Twilight's friends were confused.

"What's a Starblighter?" Asks Pinkie.

"Not a, thee Starblighter. It is the most vile and terrible monster on this world or any other that it came to," Emerald explained.

"The Starblighter is the father of all magic that is infectious, and it feeds on dark magic and its own corruption in general," Says Luna. "He is also known to feed on King Sombra's magical creature kind."

"What creature kind?" Asks Applejack.

"He is a powerfully dark creature known as an Umbrum. A monster of nightmares and darkness alike, but even they fall prey to the all-infectious Starblighter. The Umbrums are his fuel for sustainability," Emerald explains.

"As are any other magical beast that feed an all that is negative and proned to dark magic," Says Celestia. "Such as the Umbrums, Sirens, Nightmares- even the Windigos."

"That's a lot of dark magic to feed on..." Says Rainbow Dash with a concerned look.

"Many who have felt the presence of the Starblighter, say that he will sleep for a millennium before awakening to feed on all dark magic and any other that is negatively related. Dark, Black, Shadow, Chaos, Fear, Spectral and Void," Says Celestia.

The cave behind them rumbled with a groan. They all gasped. "However long it hibernates, it would seem that he is beginning to wake from his slumber," Says Emerald.

Fluttershy spoke up. "Um... S-Sorry to interrupt... but... do you think we could discuss m-more about the S-Starblighter, while we're really really really far away from it, so that it doesn't WAKE UP AND DESTROY ALL OF US!?" She screamed.

"Your logic is sound, Fluttershy," Says Emerald, and the group starts their way back to Ponyville...