Starling has a reputation for being among the skilled and deadliest Sky Knights in all of Atmos. After the death of her squadron the Interceptors at the hands of  the Raptors, Starling quickly earned the nickname of the Lone Sky Knight, not wanting to repeat the pain of the past. One night in Terra Mesa, Starling dreamed of that fateful day when the Interceptors died. As the Raptors were closing in on the Raptors, Carth: fellow Interceptor and lover to Starling looked at the Interceptor flagship.

Starling(Past): We need to get back to the ship and get out of here!

Carth: Cover me! I'm going for the Skimmers!

Carth then ran for the flagship while using his shield to block the blaster fire. As Starling and Argus provided covering fire, Starling noticed a Raptor loading a rocket launcher.

Starling(Past): Carth, look out!

Just as Carth reached the flagship, the Raptor fired the rocket launcher and hits the ship, causing a large explosion that caught Carth in the blast. Starling watched in horror as she only saw Carth's charred shield.

Starling: CARTH! 

As Starling witnessed the death of her lover, Starling woke up from the nightmare, sweating heavily. She got up out of bed and made her way to the Interceptor Memorial. It was then she remembered how Carth had in fact survived and been taken by the Cyclonian Empire to be turned into a mechanical monstrosity by the twisted Doctor Skaal. As Knightmare, Carth had been brainwashed and reprogrammed into killing multiple Sky Knights until Starling found a way to free Carth from the reprogramming. However, just as Starling had been reunited with her lover, she had lost him once more when Carth sacrificed himself to destroy a superweapon that would've brought untold destruction to Atmos. As Starling looked upon the memorial, Starling sheds a tear. 

Starling: Carth....I wish you were here....

As Starling mourned the loss of her love, the sound of Skimmers were heard above her. When she looked up, she saw Talon Skimmers landing near her. Starling was initially taken aback by the arrival of Cyclonian Talons on her home Terra. But shock turned to rage as Starling readied her Energy Nunchucks. 

Starling: You dare invade my home?! 

Without hesitation, Starling attacked the Talons. While the Talons have the numbers, it doesn't help them as Starling takes them down one by one with ease. After taking down the first group of Talons, a squadron of Nightcrawlers began to surround her. To her shock, the Nightcrawlers didn't attack. It was in that moment that Dark Ace arrived. 

Dark Ace: Why hello, Starling. It's been far too long. 

Starling: Not long enough. Why are you attacking Terra Mesa?!

Dark Ace: You're mistaken, Starling. We didn't come here to invade Terra Mesa. We have....another purpose in mind. 

Starling: And what purpose would that be?

Dark Ace: You.

Upon hearing this, Starling was shocked at the revelation that the Cyclonians have launched this attack for the sole purpose of capturing her. She would've expected this kind of attack if the Storm Hawks were the target. Despite this, Starling maintained her composure. 

Starling: If you think I'm coming with you, then you're sorely mistaken. 

Dark Ace: I'm afraid you have no say in the matter, Starling. 

As Dark Ace says this, the Nightcrawlers moved to attack her. Starling was quick to assess the situation, knowing how deadly the Nightcrawlers were. Without warning, the Nightcrawlers attacked Starling. Quickly, Starling found herself on the defensive as the Nightcrawlers kept up with Starling's movements. The utilized their numbers to slowly overwhelm Starling. Despite this, Starling kept fighting. It wasn't long before Dark Ace joined the fight. 

Dark Ace: I always knew that Knightmare was destined to be a failure. It was only a matter of time until Skaal's pest monster failed him! A pity I didn't get to put that monster out of it's misery!

Starling: His name was Carth, you bastard! Say his name one more time and I will kill you!

Dark Ace: Getting angry, are we? Good. 

Starling lashed out as she attempts to attack the Dark Ace. This proved to be a mistake as the Dark Ace quickly parried her attack and follows through by delivering a powerful knee thrust into her abdomen. While the Sky Knight doubled-over from the impact, Dark Ace moved to land an overhead strike. Starling was barely able to block the attack before landing a swift kick on Dark Ace, knocking him back several feet. But this allowed the Nightcrawlers to swarm her. Starling attempts to launch a counter attack, but the Nightcrawlers quickly overwhelmed her. Eventually, Dark Ace disarms Starling and fires a blast of energy from his Two Handed Crystal Sword which blasts her against the wall. Starling struggled to get on her feet as the Dark Ace approached her. 

Dark Ace: I must admit, you lasted longer than I thought you would. Not many can say that they can last this long against the Nightcrawlers.

Starling: What...what are you waiting for? Finish it.....

Dark Ace: You'd like that, wouldn't you? After losing your squadron, I'd imagine death would be a sweet release. But that is not what lies in store for you. 

As Dark Ace said this, Starling lost consciousness. Dark Ace and the Nightcrawlers then took the unconscious Starling and took her prisoner. In that moment, Starling had been made a prisoner of the Cyclonian Empire. But what no one realized was that a sinister plot had been set in motion that would turn Starling into a deadly weapon.