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The Shining Force arrive in Bustoke, a town built into a mountain side. From where you are, go up the first flight of stairs and head right. There is a house fully visible to you. Go into it and talk to the man there. He tells you he is a master of alchemy and that he can make anything. He asks if he can help you. Reply yes, and he tells you that you must first help him. He tells you that to cure Zylo, he needs to make Lunar Dew. To make Lunar Dew, he needs Moon Stone. He asks you to go to the quarry to find some Moon Stone and bring it back to him. Go out of the house and talk to the woman to the right. She won't allow you to enter the quarry for fear of the monsters forcing you to work in the quarry like the rest of the men of Bustoke. Go back left along the pathway and go up the flight of steps. Go left again and up the next flight of steps. Go into the building directly in front of you and talk to the woman on the right first of all. She says she has been waiting for warriors of the Shining Force and asks if you are one of them. Reply yes, and she tells you that you must help the people of Bustoke. The Runefaust army took all the men of Bustoke to dig in the quarry. She says they are looking for a weapon of the Ancients, a Laser Eye. She then says that Diane can lead you there. She also mentions that if Zylo were sane, he could surely help you. Now talk to the other woman in the room. This is Diane and she says that if you are going to rescue the men from the quarry, she is going with you. Diane joins the Shining Force. You can now explore the town of Bustoke and talk to the people there. If you go to the top of Bustoke, through the building, there is a single door through the mountain side. If you go into it and follow the steps, you will arrive at the top of the mountain in a house. Outside is a man who tells you of the bridge connecting Bustoke to Pao and that the Runefaust army is gathered there. There is a man climbing the face of the mountain. After the battle in the quarry, return here to speak to him. It is Boken again, and he will turn up later in your quest. You do need to speak to him though. In a cave behind a locked door is Zylo, who is kept there away from the other villagers of Bustoke. You will visit him again later. When you have finished looking around Bustoke, go to the church (on the top ledge to the right) and save your game. Now head back down Bustoke and along to the right to enter the quarry. The quarry is full of enemies. When you enter, they have found what they were looking for, the Laser Eye. The leader believes that this is the end of the Shining Force. He orders his minions to get rid of the men from Bustoke as they are of no further use to them. Suddenly a skeleton spots you and sounds the alert. The leader of the enemies is stunned at the sight of you. He tells his minions to stop you because they must have time to remove the Laser Eye. This is Battle No 9.

When you win, the Master Mage says that you are too late as they already have the Laser Eye. Nova then tells you that the Moon Stone lies within the cavern. Go into the cavren and search the chest for it. Now go back to Bustoke and talk to the alchemist. He asks if you brought the Moon Stone. Reply yes and he says that he will make the Lunar Dew. He makes it and tells you that Zylo should make a full recovery. Before heading to Zylo's cave, head left, all the way along the ledge and enter the last door. Go down the stairs and you will see two people. Search the machine buzzing on the table. The winged man warns you from touching it. Now talk to him and he sees that you are new in town. He tells you to go outside and he will show you his newest invention. Exit the room through the bottom door and you will find yourself on a ledge with a runway on it. The winged man is Kokichi and he tells you to watch carefully. With that, he takes a run up and starts to fly about the screen. There is an off screen crash and the boy who was with Kokichi says that it didn't work this time either. Now go back to Zylo's cave and talk to the woman outside it. She asks you to save Zylo and should she unlock the door. Say yes and enter the cave. Face Zylo and use the Lunar Dew. You now pour it into Zylo's mouth. He tells you it tasted awful, but he is himself again. He says he can never repay you for waht you have done, but will join the Shining Force. Go to the church, save your game and then head out of Bustoke via the northern exit (next to the church). Nova tells you that monsters are tring to block your way to the bridge and that you must attack them. This is Battle No 10.

When you win, head for the bridge. Upon arriving at the bridge, the leader of the enemy units is having an argument with another Knight. He calls the Knight a traitor because he has betrayed Lord Kane of Runefaust. The Knight says that he has no alligence to the Silver Knight or Kane or Runefaust. The Silver Knight then tells him that he is only a mercenary and that he will do what the Silver Knight pays him to do. The Knight throws the gold back at the Silver Knight and tells him he will no longer serve him. The Silver Knight tells him that if he is not with them, then he is against them. The Silver Knight then moves to the right and turns to face the Knight. He tells him that he will have the pleasure of killing him himself. The Silver Knight then charges and knocks the Knight off the edge of the ledge and disappears down the rockface. The Silver Knight then declares that is how all those who oppose Darksol will fall. Now Battle No 11 starts.

When you win, the Silver Knight tells you that you may have beaten them here, but General Elliot will stop you in Pao. He then dies. The Knight that was knocked off the ledge then climbs up the rockface. He says that he thought that he was a goner, but managed to grab hold of a branch and hang on. He then tells you that it was a great battle. He doesn't know who you are, but wants to tag along. Pelle the Knight joins the Shining Force. Nova tells you that it was a good job getting to the Laser Eye. He then tells you to hurry onto Pao as evil is afoot. With the Laser Eye gone, the Shining Force head towards the moving town of Pao. Knowing that Runefaust is gathering its forces, the Shining Force hurries onwards. End of Chapter 3.