Proxima Starfall is a supporting character in the first season of Mysticons, and becomes a recurring one in the second and third seasons, as well as the former main villain. She first appears in "All Hail Necrafa!".

She becomes the main antagonist for the third and final season; due to being corrupted by the dark power of Necrafa's mask fragment which fed on her strong feelings of bitter loneliness and inner rage towards those who deceived her about her family history and underestimated her talents; making her believe that she had a family and was loved in the world.

She bests Malvaron and Nova Terron with ease and turns her former fellow top-level Astromancers into "Spectromancers" with the greater powers of her golden staff, which she presumably created herself.

Its own evil magic, combined with Necrafa's mask fragment and her already, supremely powerful star magic makes her quite a formidable and unpredictably dangerous adversary, and not a force to be reckoned with.

After successful stealing enough starfire ink, she has her Spectromancers use it to write a darker and far more powerful version of the Codex, now powerless. From it, she calls forth the Vexicons whom she called "her children." Unfortunately, she was furious when they ended up turning on her, Mallory in particular to gain the untold dark powers and strength of the Spectral Hand itself by taking the half of Necrafa's mask from her.

Having come to her senses, she is welcomed back as Arkayna's third "twin sister" and reverses the dark spell she had cast on the Spectromancers, turning them back into top Astromancers. She joins the Mysticons and Astromancers at Emerald's home, and apologizes to her star master for what she had done to him. It is she who gives the Mysticons the idea to seek out Dreadbane, so he can undo the spell of bone he had cast on the King and Queen many months ago.

Proxima pilots the Star Cruiser and combines her supremely stronger star magic with that of her fellow Astromancers to stall Mallory and the other Vexicons; her own creations. As the Mysticons were forging their mystical Lances of Justice, she and Nova Terron combined their immense magical strength and abilities for them to be effectively created.

For some reason, she did not play an important role in the final showdown with her "daughters" but remained on the sidelines, as the Mysticons and Queen Goodfey went on their quest to get assistance from the last remaining Dragons of Light. In the end, however, she is happy to be promoted to topmost Astromancer status as official "Star Mistress" as Nova Terron has decided to step down and go on inter-dimensional adventures with his longtime starmate Geraldine. As a sign of her higher status as leader of the Astromancers, she was given the golden Dragon Disk (which she may have taken off her Dark Codex and untainted it, off-screen) along with the still powerless Codex.

Personal History


She has black hair styled in a bob cut, red glasses worn over light green eyes, and pale skin. She dons the pale purple robes for top-level Astromancers; the only one who wears glasses.

On her dark path of revenge, she has donned gold armor, with black stripes and four circles bearing the symbol of the Spectral Hand and of Queen Necrafa herself.

Having put on the evil-powered fragment of Necrafa's mask and willingly allowing its dark power to fully consume her already deep feelings of bitter loneliness, venom and rage, her hair is now spiked up to match Necrafa's hair. She has discarded her red spectacles.

When she was given to topmost rank of Star Mistress of the whole Academy, she was given a designer robe for leader/Star Mistress.


She is highly knowledgeable in high magics and very uptight in "bringing the Mysticons to justice." She seems to hold a grudge, as she initially hated that Emerald had unintentionally caused her to have a star-shaped scar on her right cheek. Despite her high intellect, she is quite arrogant and not very modest.

Upon the apparent discovery of her true royal heritage, she becomes more friendly, open and has conflicted about her twin sister being a "spoiled princess" as she doubts that they could have anything in common.

Later on, when it is found out that she was not Arkayna's twin in the first place, she is deeply heartbroken and feels more alone than ever before. She proves this intense hatred and fury towards all who had deceived her about her family, making her feel loved and wanted, and had also doubted her exceptional talents by turning her former Star Master and former fellow Astromancers into masked, mindless Spectromancers without the slightest hesitation or remorse.

After her psyche was eventually released from the greater hold the mask fragment had on her, she immediately regretted her vengeful actions and was welcomed back with open arms as Princess Arkayna's third "twin sister." She later apologized to Nova Terron for turning him into a mindless Spectromancer.

She seemed to be quite touched when Nova Terron had given the topmost rank of Star Mistress to her.

Abilities and Talents

Magical Powers

As a top-level Astromancer, she is supremely powerful and appears to be far stronger than most of her fellow top-level Astromancers, even rivaling those of Tazma. She is a much better shot in hitting her targets from a distance and in a straight line, with one single shot alone:

  • Stellar Energy Generation: One of her well-known magical abilities are emitting immensely strong rays of mystical, purple-white energy from her hands that target several opponents from a distance and leave extensive damage in its wake. Since allowing the evil within Necrafa to feed on her already bitter feelings of intense rage, abandonment and vengeance to consume her entirely, her intense magical aura turns from dark purple to a deep blood-red.
  • Levitation: She can also hover/levitate off the ground.
  • Star-Force Field Generation: She is capable of erecting a strong force-dome around her and others that can withstand extensive damage from even the strongest of attacks.
  • Object Duplication: She presumably used her powerful star magic to create an exact copy of Necrafa's mask fragment (off screen), which she used to deceive the Mysticons into believing that she had destroyed it once and for all.
  • Long-Distance Teleportation: With the dark power of her golden scepter of darkness, and possibly drawing more strength from the fragment of Necrafa's mask she has willingly donned on the left side of her face, Proxima is capable of teleporting across large distances in a flash of reddish light.
  • Transmutation: Under the great evil influence of Necrafa's mask fragment she has donned, as well as the great shadow powers of her own golden scepter of darkness, she turned her former Star Master and the other top-level Astromancers into "Spectromancers" as her own personal minions. Due to possessing far greater magical power and knowledge of powerful spells and mystical artifacts, she even corrupted the powerful Dragon Disk entirely by turning it from gold to blood-red; an ability which neither Tazma nor Necrafa could possess.
  • Corruption Infusion & Inducement: With her further advanced and darker top star magic, along with the greater shadow powers of her golden staff, Proxima is freely capable of tainting supremely powerful mystical objects with pure evil. She had managed to fully corrupt the Dragon Disk, turning it from gold to a deep blood-red, with ease.
  • Deflection: She easily turned her fellow top Astromancers own star energy orbs back on them, which had turned them into her mindless minions: Spectromancers.
  • Object Summoning & Creation: With the dark star magic of her gold scepter, she created or summoned a red gem, which would then channel the energy of the dark star through it and permanently drain the Mysticons dry of all their powers.
  • Magical Dispel: She reversed the dark spell of transmutation she herself cast on the Astromancers with no trouble, as she stated to Zarya that any spell can be undone by its original castor. However, she did do this to rid the realm of the Vexicons, as it was she who had brought them into the world.

Empathic Creation: By channeling all of her bitter feelings of misery, loneliness and vengeance, Proxima was able to effective bring forth four sentient, autonomous beings into the world:

  • Sentient Being Creation: Via the Dark Codex, she was capable of creating the Vexicons; evil counterparts of the Mysticons, each with their very own character, feelings, emotions, consciousness, and self-awareness.

Natural Abilities

  • High Intellect & Extensive Technological Knowledge: She appears to have more knowledge at how to utilize advanced astromancer technology, as she managed to repair both the star ship and the dome with relative ease. She had even managed to create golden armor for herself as well as golden scepter possessing immense dark power. Coupled with her already extraordinarily powerful star magic as a top-level Astromancer, this makes her quite a force to be reckoned with.
  • Cunning and Deception: Since she had discovered that she had no family after and would forever be the "lowly orphan mage", Proxima secretly turned quite bitter and cunning towards the Mysticons. She had took advantage of Arkayna's sisterly feelings and trust, so she could make her and the other three Mysticons believe she had destroyed the mask fragment by hurling its replica down into the fiery core of the Rift of Ruin itself.
  • Leadership: She has proven to be a natural leader and "mother" figure since creating the Vexicons, to whom she gives harsh orders to and grounds if they defy her, which they do more than once; especially Mallory. Her natural skills as a natural born leader is apparent when she promoted to topmost rank of "Star Mistress" by Nova Terron, who has resigned to go off on adventures with Geraldine, and has given her the still-powerless Dragon Disk and Codex.


Season One

Season Two

Proxima in Printed Media

Graphic Novels

  • Volume (first appearance)
  • Volume
  • Volume
  • Volume
  • Volume

Chapter Books

  • TBA (first appearance)


As a top-Level Astromancer

Season One

  • "Perhaps I could give it a try?"
  • "Proxima, Proxima Starfall."
  • "There! The Dragon Mage!"

Season Two

  • "Nova Terron, can this dome really protect us from Necrafa?"
  • "We must stabilize the signals before the dome projector overloads."
  • "We?"
  • "I don't think so!!"
  • "How dare you enter the hallowed halls of the Astromancers!!"
  • "NO!!"
  • "I will be fine, Nova Terron, once the Mysticons are brought to justice."
  • "I don't see anyone, Nova Terron."
  • "If hurry, we can catch them coming out of the sewers."
  • "I will have justice! For this!!"
  • "They escaped. But how?"
  • "Hmm."
  • "Star Master! Are you OK!?"
  • "I'll tell you what you've got! You gotten us into a heap of trouble!"
  • "At once, Star Master."
  • "Let's go, Girls! It's magic hour!"
  • "These caves run for miles under Drake City. At their center is the cavern that spawns these monsters."
  • "I have it all up here. I memorized the layout. But I also have backup on parchment, in case of emergency."
  • "This doesn't make any sense. This tunnel should come to a branch."
  • "There might be a clue in the prophecy. How does it go?"
  • "When the twin stars unite''? Does that mean the twin stars of Samara?"
  • "But my map. And I'm not sure I can remember the way and-"
  • "Yes, of course. We'll find them."
  • "My map!!"
  • "With all due respect, why should we trust you? There's only one sure way to prevent to prophecy: By keeping the Princess under lock and key."
  • "What a coincidence. I had invisible dragon pox last year, so I'm immune. Come on. I'll give you the grand tour of the academy."
  • "Perhaps I should start the beginning: When the Astromancers adopted me all those years ago..."
  • "As a young wizard, I was not a natural when it came to magic, and the other mages were not always kind to me as a result. You are such a good listener, Your Highness"
  • "Now, where was I? Feeling like I never belonged, like I was missing a part of myself? Oh, I can't remember. But I must thank you, Your Highness."
  • "You're not the Princess!! Get back here!!? Who are you!?"
  • "Get back here, you enchantment!!"
  • "Reveal yourself!! Who are you!!?"
  • "Oh. I am so sorry, Your Highness."
  • "You dispense ink. Not opinions."
  • "Very well, one hour. No longer. We tell no one, and we never do this again."
  • "The twin stars of Samara. When I was just a Starling at the academy, I was obsessed with them."
  • "I thank you, Princess Arkayna, but unfortunately, our time is up."
  • "No!! No!! Not cool! We've exposed ourselves to significant danger!"
  • "Wow. You're pretty good at that for a princess."
  • "We did it! We made in one piece!"
  • "Oh please. I'm taking us to Nova Terron!"
  • "Nonsense! Stop fighting!!"
  • "Why are you trying to ruin my life!?"
  • "Let's just get to the Academy. The sooner we find some magic to separate us, the better."
  • "Hey, my side's doing fine. You're the one who's all left feet."
  • "Once we're detached, I'm informing Nova Terron of your bad behavior."
  • "We're doomed!"
  • "This whole situation is one big cosmic disaster!!"
  • "Arkayna, I'm not jealous that you're a princess. I'm jealous you got...her."
  • "I have missed her my whole life."
  • "Purple eyes, purple talisman? Perhaps some form of mind control?'
  • "We understand that we must be kept apart. For the good of all."
  • "That was quite the adventure. It will make for a strong diary entry."
  • "I hate this realm. Earth is the worst."
  • "Get your shadowy tendrils off me!! You're a disgrace to the Order of the Astromancers!"
  • "I'm sacred, Arkayna."
  • "It appears the evil lich hit a glitch."
  • "You should have! I trusted you, but you didn't feel you could trust me!?"
  • "Oh, shut it, Mysticon Ranger."
  • "Did I sound believable? I was so nervous."
  • (in a hurt, dejected voice) "No, no. That doesn't make any sense."
  • "No, Tazma! This academy is greater than you or your queen will ever be!!"
  • "Silence!!"
  • "Never!!"

Season Three

  • "Sorry. I'm Minotaur intolerant."
  • "I should get back to the Academy."
  • "I’m not your sister, remember?"
  • "I will, Star Master."
  • "Yes. Right behind you."
  • "Actually, it' quite clear. I'm not part of the sisterhood."
  • "You thought the mask corrupted me, but it actually corrupted her mind."
  • "All that matters is we retrieve the mask."
  • "I will destroy this evil, once and for all!"
  • "Apology accepted...Sis."
  • (to herself) "Long live the Spectral Hand."
  • "I'm coming for you! (chuckles wickedly to herself) Heh, heh, heh. I'm coming for you all."
  • "I was a fool."
  • "Of course! Lower the shield!"
  • "Trust me! It's our only chance."
  • "Actually, you're surrounded."
  • "Any spell can be undone by its original caster."
  • "Which you technically did. I apologize, Star Master."
  • "How's this for a hex-tag? Fire beats ice."
  • "Unfortunately, your bracers aren't strong enough to stop it."
  • "

As Queen/Leader of the Spectral Hand

  • "Arkayna will pay. They'll all pay!!"
  • "For starters, a little revenge."
  • "None of you are in a position to tell me what to do anymore!!"
  • "Kneel before me, Spectromancers. Time to start a new chapter." (laughs evilly)
  • "You're still good for one thing, Star Master."
  • "Ugh. Why did I ever look up to you?
  • "Thanks for the tutorial."
  • "I'm done listening!! Once I get the ink, I can make everything right."
  • "How? Are you gonna go back in time, and magically undo everything!? Are you gonna give me back the life I never got to live!!?"
  • (mockingly) "The two sisters are the chosen ones! And I'm the sad little orphan. But not anymore!!
  • "If it's anything like that last story, it needs a major rewrite."
  • (sarcastic) "Very resourceful, Sis. But you're too late!! The ink is mine!!"
  • "You have no idea who I am!!
  • "Exactly, Dragon Mage."
  • "Well, you could've fooled me."
  • "Come forth, my children. Come forth!!"
  • "This riddle will lead us to the scepter. But without the King, the scepter is useless!!"
  • "Be sure you do. I will have revenge on the Mysticons."
  • "Excellent work, Vexicons. Soon not even the Mysticons will escape my influence."
  • "You can use this scepter to order the Mysticons to give up their weapons, to render them powerless."
  • "Then we have no use for you."
  • "Will do say. But this isn't over!!"
  • "Partying is not in your destiny."
  • "Silence!! Training starts immediately."
  • "Those good-for-nothing Vexicons are worse than children. I knew I shouldn't have created them."
  • "You watch your tone, Young Lady."
  • "Yes. This is good. We can use this our advantage."
  • "Arrange the Mysticons around the gem. Once the eclipse reaches its peak, the energy of the dark star will reflect through the gem and drain your powers. Permanently."
  • "No. They ruined my life. It's only fair I get to ruin theirs!! Say bye to your powers, Mysticons!"
  • "Get them!!"
  • "Ugh!! They foiled me again.You're all grounded!!"
  • "How dare you invade my privacy!! Stay out of my reflection log."
  • "How am I supposed to destroy the Mysticons when I'm surrounded by such fools!!?"
  • "Yes. Yes. I can use their own flaws against them."
  • "I have a little something else in mind."
  • "Say goodbye to the royal family, Drake City."
  • "You're only delaying the inevitable, Princess Arkayna! Your end is near; the end of all of you!!"
  • "Lotus Night is a time for families, good and evil, to come together!!"
  • "Enjoy the peace while it lasts."
  • "I created you out of my misery to be a family- a sisterhood of evil!! You never ever leave a sister behind!!"
  • "The Mysticons did the same thing to me. Made me feel like I...belonged. But it was all lies, which is why we're going to make them pay."
  • "Enough!! I brought you into this world and I can take you out!"
  • "I'm fine. I control."
  • "Wretched mask. I never should have put you on. All I wanted was revenge, not destruction of the entire realm. You do my evil biding. I don;t do yours. I must rest. Once my revenge is complete, I'm going to do what I should have been long ago: Toss you into the Rift of Ruin."
  • (muttering in her sleep) "A quiet mage is a happy mage."
  • (talking in her sleep) "Stir the cauldron. Proxima is in the house."
  • (possessed by the dark power of Necrafa's mask) "I have been reborn with one purpose: to destroy the realm!!"
  • "Now that I am one with the mask, I'm more powerful than you can imagine."
  • "When I'm done, the realm will be nothing but a bad memory. Just like you!!"
  • "Behold, Vexicons. You are just in time to witness to the destruction of our enemies and the rise of-"



  • Just as with Zarya, she was was left in the exact same pixie orphanage as an infant.
  • Her birth gem is a blue-green hexagon. It was deliberately placed in Zarya's vault to protect her identity, meaning that her family history was a complete fabrication; although she is indeed a parent-less girl who had been left in the care of Mrs. Sparklebottom during the earliest years of her girlhood.
  • Like Arkayna and Zarya, she is fifteen years old.
  • Even as a toddler, she loved writing in a diary of her own.
  • As a two/three-year-old toddler, she was given a foz balloon by Nova Terron, which had been meant for young Zarya, for her third starday. This was when Hortensia Sparklebottom had first switched her with Zarya.
  • As a young Starling and Spellslinger, she was constantly bullied and mocked by Tazma and other Astromancers for being an orphan, who considered her nothing but a "charity case".


  • She is voiced by Stacey DePass.
  • Her name is a flare star in the constellation Centaurus that is nearest to the sun. It also from "proximity" which means "a connection" or "closeness" which indicates the sisterly relationship between her and Arkayna when they had thought that they were fraternal twins.
  • Emerald nicknamed her "Specs" referring to her red spectacles.
  • It is she who declares the new Mysticons outlaws who must be "brought to justice".
  • She made a showed cameo in "The Astromancer Job" when Nova Terron and the other high-level Astromancers were reprimanding the Mysticons for their failure.
  • She now has a star-shaped scar on her right cheek, due to Emerald blasting her with her own magic rays.
  • Zarya called her "the armchair Astromancer" due to her mainly staying on the sidelines.
  • At times, her green eyes turn pale gray, according to the lighting.
  • She had sat on the second left, next to Gandobi.
  • Emerald admires her for always being organized and well-prepared.
  • She, too, has a diary (which she calls her "reflection log") and writes with the same color-coded quill that Arkayna used in "An Eye for an Eye."
  • She goes crazy for Sky Pies pizza.
  • She is given an identical jeweled bracelet that possess the power of Long-Range Teleportation.
  • She is allergic to Minotaur cheese, which causes her to breakout in rashes on her cheeks
  • She is the second main antagonist that the Mysticons battle, next to Necrafa, but the only adversary whom they have an emotional attachment to; particularly Arkayna.
  • Her strongest minions, The Vexicons, refer to her as "Star Mistress".
  • She sleep dances.
  • It is revealed that Proxima has been trying to resist the dark power of Necrafa's mask, as she merely wants revenge on Arkayna and Zarya for making her believe she had a family. However, it had been fully possessing her to the point of madness,enough to desire to wipe out the entire realm in the process.
  • As Nova Terron resigned to stay with his longtime starmate Geraldine, she is now "Star Mistress" and leader of the Astromancers. Because of this, the no longer corrupted Dragon Disk and powerless Codex are now in her possession.