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MLP fall of species
This is a direct sequal to United Species, it is much more intense and well centered. Heroes will fall, Villains will rise, and what happens when heroes need to make a choice to protect the innocent or give up everything?

This is My Little Pony Fall of Species.

Chapter 1: Horrid news

Chapter 2: Revelation with the Arbiters

Chapter 3: Support from old allies

Chapter 4: Fall of Hyrule

Chapter 5: Return to Equestria

Chapter 6: Pinkie Pie promise kept

Chapter 7: Enemies return

Chapter 8: Even heroes have to die

Chapter 9: Seeking the truth

Chapter 10: Find the power within

Chapter 11: Invasion

Chapter 12: Ressurection

Chapter 13: It's all over

Official MLP Fall of Species Theme Song:

Also good:


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Optimus's final stand

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Skullkid in the smokey streets of Manehatten

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Master Chief in Hyrule


Master Chief in the battle of Manehatten


The Matrix of Leadership

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Shockwave in MLP Fall of Species

Prime Trilogy Promotional Bomb Dark Samus Phaaze Sanctum

Phazon on Phazze

Anima Alastor the Arbiter by Wen M

Arbiter Leader aka Alastor(about the size of Megatron)

Mane 6 angry by joemasterpencil-d4ubkdu

Mane 6 battle ready

Chapter 1:

After the war on the peaceful planet known as Equestria, I thought that things would slow down for the Spartans and we could enjoy a little peace for once..........we were wrong. I better start from where everything went to hell, the beginning.

It has been a few months eversince Optimus Prime had dropped us off at Halo, we cannot thank him enough. It has been very slow for us, not much has happened, until one day.

A group of three Arbiters attacked one of our bases, they killed 4 of our men and left, simple as that. But what I found I regreted finding to this very day. A message from the Arbiter leader.

My team and I activated it and watched the message unfold before our eyes.

Arbiter leader: Spartans! Head my warning or be destroyed! That world you went to it has proven itself to be a powerful race, and I cannot allow another race to stand in my way of total victory! I will send my armies to destroy that planet and all its inhabitants, if you dare try to help them, you will be destroyed, this time I'm certain of it! First Equestria, next Earth, then Hyrule, also Phazze, and finally Halo! This message cannot be replayed, this is your only warning!

Spartan: Master Chief, why did they tell us their plan?

Master Chief: I have a bad feeling about this, this isn't like the Arbiters to simply tell us their plan of attack. Unless.....everyone get in the ship!

Cortana: Where are we going?

Master Chief: We're heading to Phazze, to meet an old friend.

The 20 Spartans now entered their massive starship and activated the boosters. They were out of Halo and headed for Phazze.

Chapter 2:

In the Nemesis, Megatron was in the main control room with Soundwave and Blitzwing. Astrotrain arrived and went to Megatron.

Astrotrain: Lord Megatron, a message from the Arbiter Leader.

Megatron: Switch to the holo screen Soundwave.

The holo screen appeared and the Arbiter leader was not ammused.

Arbiter leader: Sooo the mighty Megatron, ruler of starclusters, winner of the war on Cybertron, and yet I wonder how he cannot even conquer a simple planet.

Megatron: YOU WORTHLESS GERM!!! How dare you speak to me like that, it was Optimus Prime who defeated me! If he wasn't there, I would have killed each and every one of those organics!

Arbiter leader: But he WAS there, I gave you an army big enough to conquer three star systems, and you lost on a single little planet.

Megatron: I cannot wait to rip your throat out.

Arbiter leader: Have you forgotten already? We still have a deal, my enemies were not destroyed, we are still partners.....for now. But my enemies will soon be destroyed with my new plan.

Megatron: Fine, what new plan?

Arbiter leader: Ohhh it will unfold Megatron, but first I have a mission for you.

Megatron: I work for nobody!

Arbiter leader: Oh really? What did you do then on Equestria? Following my exact orders! Now you will do this mission and it will be your only mission for me. Then we can destroy Equestria and my enemies once and for all! Oh and also your enemies, the autobots.

Megatron: Very well....

Starscream: Wow, lord Megatron following orders now!

Megatron turned hatefully at Starscream who was walking towards them.

Starscream: Well lord Megatron, what's the brilliant plan now?

Arbiter leader: Very simple Starscream, Megatron is to go to Hyrule and capture a powerful substance for me. I'm sending you a tracking code and the specific substance I want you to get, it will make my armies twice as strong as they were before! Transmission over.

Soundwave recieved the tracking code and some of the substance.

Soundwave: Scanners indicate substance is a form of alien outer armor.

Megatron: I see his plan now. Astrotrain, Blitzwing, Starscream, Soundwave, signal these Decepticons to follow us to the ship: The Combaticons, The Stunticons, Thundercracker, Skywarp, Thrust, Dirge, Ramjet, Cyclonus, and Rampage.

Megatron's army was ready, they got into the ship and they were off of Earth and onward to Hyrule.

Chapter 3:

Master Chief and his Spartans had been in flight for what seemed to be hours, but soon they saw it, Phazze. The magnificent planet. They entered the atmosphere and landed in what appeared to be a capitol city. The Spartans all stepped out and checked their surroundings.

Master Chief: I have contacted Phazon before we got here, he should be here any second.

Phazon flew towards the group and landed in front of Master Chief.

Phazon: Good to see you again John.

Master Chief: Call me Master Chief, now I bet you're wondering why we are here on your world.

Phazon: Need some help with the Arbiters on Halo? Don't worry I can help you.

Master Chief: Not that, it's about Equestria.

Phazon: What's going on?

Cortana: We believe the Arbiters are planning another invasion, we need your help to protect the ponies, we cannot win without you.

Phazon: I shall help, but we need Link and the Autobots.

Master Chief: You read my mind, let's go.

They all got in the ship and were off for Hyrule. It took a long 4 hours to get there, but when they did get to the planet and entered the atmosphere, what they saw nearly gave Cortana a heart attack. There on the castle of Hyrule were Decepticons destroying the castle.

Master Chief: NOOOOOO!!!!

Bruticus the combined form of the Combaticons known as Onslaught, Brawl, Blast Off, Vortex, and Swindle looked at the Spartan ship and fired his laser at it. It missed and the Spartan ship landed on the grassy fields.

The group got out of the ship and looked in horror at what was happening to Hyrule.

Phazon: We have to save Link and Skullkid!

Master Chief: MOVE OUT!!!!

Chapter 4:

Horror, was all I could describe at the invasion of Hyrule. The citizens and guards didn't stand a chance against the Decepticons. I couldn't tell how many Decepticons were there. But we fought on, and we searched high and low in the entire kingdom for Link and Skull.

MC: Stay sharp!

Spartan: Here comes another!

Starscream shot his missles at a group of guards, killing them all. The Spartans and Phazon got down and entered the castle grounds.

Megatron had caused so much damage on this kingdom, he killed about 100 or more citizens but he couldn't find what he was sent there to look for.

Megatron: This planet is too easy, they are so primitive carring spears and shields. Soundwave, give me the tracking codes!

Soundwave did as he was commanded, Megatron looked at the codes and now knew where the substance was.

Megatron, Soundwave, and Blitzwing came up to a room with a giant steel safe. Megatron destroyed it easily and saw what was inside. A glowing blue substance all in crates, about 10 dozen crates were everywhere.

Megatron: There they are, Soundwave collect them.

Soundwave pulled out many energon cubes and collected the substance, in about 5 minutes all of it was collected.

Megatron: Now we can leave this pitiful planet, Decepticons retreat, we have what we came for.

All over the kingdom the Decepticons flew up to their starship and they were gone.

Master Chief had watched the Decepticons retreat.

MC: This isn't good. LINK!!!! SKULL!!!

Phazon heard a little groaning followed by a "HELP".

Phazon: This way!

They all followed Phazon and stopped in the castle grounds, a large group of citizens and guards were surrounding someone. MC pushed them out of the way and what he saw in the center was too much even for him.

Link was lying on the ground blood coming out of his stomach and mouth, Skull was kneeling beside him.

MC fell to his knees and looked at Link, Link saw him and barely smiled.

Link: Hey Chief *cough cough*

MC: We were too late. I'm so sorry.

Link: It's ok, now you have something more to live for, a fire that lives inside you. You must save Equestria Chief, before the Decepticons get there. *cough cough*

Link laid down and closed his eyes.

Link: For freedom Chief, until

Link gave out his last breath and died.

A bunch of citizens started crying and the guards gave Link a sollute.

Phazon putt his hand on MC's shoulder, MC looked at Phazon.

Phazon: I can heal him with my powers, just let me-

MC: NO!!!

MC pushed Phazon away and got up.

MC: I'm not letting you turn him into one of your mindless slaves! Just get back!!!

Phazon: Please listen to me I-

MC: DAMMIT NO!!! Just drop it. Link will not die in vain, lets get out of here.

Cortana: Come on Skull, we need you.

Skull: Ok...

Skull touched Link's chest and said.

Skull: I'm sorry.

The guards let the Spartans leave with Skull, and they all got in the starship and they were off of war-torn Hyrule, and headed for Earth.

Chapter 5:

The Ark was quiet, all that was heard was Wheeljack working on Teletran 1, inserting data and checking files. It was boring for the Autobots, the Decepticons haven't been heard of for a while, Optimus was getting suspicious.

Jazz: Ironhide, why hasn't there been a Decepticon threat for 3 days? This isn't like Megatron.

Ironhide: It's strange indeed, but we should still be ready for anything.

Perceptor ran in the main control room and ran straight into Optimus.

Optimus: What is it Perceptor?

Perceptor: We have a ship landing in front of the main entrance, and we weren't informed.

Optimus: Prowl, Huffer, Hound, Ironhide, come with me.

They all went to the main entrance and saw the starship. Out came MC, Phazon, Cortana, Skull, and many Spartans.

Optimus: Greetings old friends, is something the matter?

MC: We don't really know how to say this Prime but.....the Decepticons attacked Link's world. Link was killed.

Optimus: What?! Link was a brave warrior. What else happened?

MC: The Arbiters are coming back, we need your help to defend Equestria again, we can't do it without you.

Ironhide: Them dirty Arbiters and Decepticreeps aren't laying a finger on them ponies! Right Optimus?

Optimus: Yes, gather all the Autobots, Master Chief come with us. Then you will follow us in your starship when we are ready to leave.

MC nodded and they followed Optimus inside. The large group of Autobots was in the main room. Optimus was ready to tell them.

Optimus: Brothers, there is yet another threat against a world you might know, Equestria.

Bee: We're going back?! YES!!!

Grimlock: Me Grimlock like idea, want to see boss Fluttershy again!

Ratchet: Easy Grimlock, there is a THREAT against the world, we have to defend it again.

Mirage: How many are going this time?

Optimus: When I say your name step up and you are to come and fight. Hound, Ironhide, Ratchet, Jazz, Mirage, Prowl, Sideswipe, Sunstreaker, Trailbreaker, Wheeljack, Dinobots, Smokescreen, Tracks, Bumblebee, Brawn, Powerglide, Air Raid, Silverbolt, Jetfire, Huffer, Beachcomber, and Warpath.

The called Autobots cheered. The other ones looked mad.

Seaspray: How come we don't get to go?!

Optimus: We need the remaining Autobots to defend the Ark.

Hoist: Ugh fine.

The 27 Autobots got into a massive ship and were off. MC and his Spartans along with Phazon and Skull got into their starship and followed behind them.

Perceptor activated the teleporter and both ships went through the portal.

In Equestria, the ponies were enjoying a nice day in Ponyville. Twilight, Spike, Rarity, Rainbow, Applejack, Fluttershy, and Pinkie were all at Sugar Cube Corner having some cake and treats.

Rarity: Spike, can you hand me a glass of punch?

Spike brought over some water.

Spike: The punch bowl is empty, is water ok?

Rarity used her telekenises and took the glass and drank some water.

Rarity: Water is perfect Spikey-wikey!

Rarity nuzzled Spike's cheek, which made him blush violently.

Spike: Hehe anytime Rarity.

Pinkie: Want anymore cupcakes Rainbow?

Rainbow: No Pinkie I'm full, thank you though.

Applejack: So Twi, whatcha been readin' this whole time?

Twilight: It's a book on Extra-Equestrian life.

Fluttershy: Oh, but Twilight we already knew aliens, why would you want to know more about them?

Twilight: It's just so fascinating, Phazon told me all about space and the cosmos. I have to learn more.

Applejack: *sigh* Sometimes I do miss that ol' lug Ironhide.

Rarity: Well it was fun knowing them girls, now come on let's enjoy ourselves.

Just then a grey pegasus flew in and landed on the table destroying it. Rarity gasped.

Rainbow: Ugh what is it now Ditzy?

Ditzy: You all have to come outside, everypony is out there watching something come from the sky!

The mane 6: WHAT?!

They all galloped outside and saw the two ships flying overhead. They were both heading for Canterlot. Twilight looked closely and saw an Autobot insignia on the massive ship in front. Twilight smiled like she never had before.


Pinkie: They kept their Pinkie Promise!!!!

All the ponies in Ponyville cheered and they all headed for Canterlot, exactly where the two ships were headed.

Chapter 6:

The utter excitement of it all was too much for the ponies. The Mane 6 had galloped as fast as they could towards Canterlot, there were about 100 ponies following behind them. Rainbow zoomed through the air and was as happy as can be.

Rainbow: WOOOHOOO!!! I can't wait to have another race with Jetfire!

Fluttershy: I missed the Dinobots soooo much.

Twilight looked up and saw a smaller ship behind the Autobot one.

Twilight: Maybe everyone else came back too!

Applejack: But I thought they said they couldn't come back!

Rarity: Well *pant pant* we'll just have to find out!

They all arrived at the castle gates when the two Royal Guards blocked their path.

Pinkie: Move, the Autobots came back!!!

Royal Guard: They did?!

Rainbow: Look up!

The two ships passed them and entered Canterlot, the Guards let all the ponies through and they also joined in wanting to meet the Autobots. Princess Celestia and Luna were surprised to see a massive ship land in the castle grounds, then Celestia saw the Autobot symbol on the ship, she smiled.

The large group of ponies and Royal Guard surrounded the ship, The Mane 6 were in front with big smiles on their faces. Princess Celestia and Luna landed next to them.

Twilight: Celestia! Can you believe this?!

Celestia: I am very happy that the Autobots came back, and OH look another ship.

The smaller ship landed close to the Autobot ship. The ponies got out of the way as it landed.

There was a long pause before anything happened, The Mane 6 were getting anxious.

Rainbow: Can't we just go inside and meet them?!

Applejack: Hang on there! We just have to be-

Applejack's eyes widened and so did eveypony else's. Out of the ship came the Autobot leader, Optimus Prime.

Optimus walked closer to the ponies and the Princesses.

Optimus: It is very nice to see you all again....ponies.

There was a loud cheer and The Mane 6 ran up to Optimus, Optimus got lower and they jumped on his hands, except for Rainbow and Fluttershy who flew up to him. Optimus brought them up and they each hugged his faceplate.

Applejack: We missed ya Optimus.

Rainbow: Welcome back!

Pinkie: Thank you for keeping your promise.

Fluttershy had tears in her eyes: I missed you so much!

Rarity: Welcome back darling!

Twilight: Good to see you again sir!

Optimus: I missed you all as well.

Optimus put them down and turned towards his ship.

Optimus: Autobots, meet your old friends!

All the Autobots came out and they met the ponies they came to enjoy in the past. Pinkie hugged Ratchet for a long time, Rarity was petted by Sunstreaker and was petted by many other Autobots, Fluttershy kissed each Dinobot on their metal cheeks, Twilight actually met Prowl and she liked the new Autobots already, Rainbow high fived Sideswipe and Jetfire she also met Air Raid and Silverbolt and she liked them already, Applejack hugged Ironhide's arm.

Ironhide: Awwwww.

Applejack: I missed you so much you ol' lug.

Then the Autobots went to the other large group of ponies and introduced themselves. Celestia and Luna bowed to Optimus and they started talking with him. Just then the other ship opened up, the ponies took their attention off the Autobots and onto the new comers. MC, Skull, Phazon, and the Spartans stepped out. The Mane 6 galloped towards them.

Twilight: Welcome back!

Pinkie: I thought you said you weren't coming back?

Cortana: Well what a nice welcome.

Pinkie: I didn't mean it like that silly!

Skullkid looked at the ground sadly, Rarity walked up to him.

Rarity: Good to see you again darling.

Rarity hugged him, but Skull didn't return the favor.

Rarity: Is something the matter?

Applejack: Hey, where's Link?

MC looked at them sadly and took off his helmet, the ponies gasped, they never saw his face before. His face was very white and he was bald, he had many scars on his face. He looked at each one sadly.

MC: I'm afraid...Link...was killed.

The Mane 6: WHAT?!

Princess Celestia and Luna were very surprised and they also began to look very sad.

Fluttershy had tears forming in her eyes, no one saw it but Rainbow had tears too.

Twilight: What happened?!

MC: I was too late, the Decepticons killed him before any of us could save him.

Luna: The Decepticons are back?!

Optimus sighed and said: Let us talk about this in the castle.

In Megatron's ship the substance had been crated in energon cubes. They were now headed for Equestria. Megatron, Soundwave, Blitzwing, and Starscream were in the pilot room.

Soundwave: Incoming transmission from Arbiter leader.

Megatron: Play the holo screen.

The Arbiter leader popped up.

AL: I see you have the armor generater substance?

Megatron: Yes, are we heading for Equestria now?

AL: We are but my plan is not fully complete, when my Arbiters were on Equestria they noticed that a group of six ponies had very powerful strengths, each one had a strength that made them unique. If I were to drain their energy, I could make myself and my armies invincible! I want you to do one more thing for me Megatron.

Megatron: I WILL NOT-

AL: SILENCE!!!!!! This job you will like, I guarantee it.

Megatron: What is it?

AL: I want you to suck the power out of each of the ponies then you can do whatever you want with them, I will arrive in Equestria short after, bring me their powers and revenge shall be ours.

Megatron smiled and said: I like this plan.

AL: I knew you would, now get going to Equestria! I will arrive there in 3 days. Transmission over.

Blitzwing: Are you really gonna listen to him?

Megatron: Patience, the time will come when I kill him, but now I have to seek revenge on some ponies. Head a course for Equestria!

Soundwave: We have another transmission.

Shockwave appeared on the screen.

Megatron: Ah, my most loyal Decepticon!

Shockwave: I'm heading for your course my lord, I will assist you, this time I won't fail.

Optimus, MC, the Spartans, Phazon, and the Princesses were talking privatley. The Autobots, Skull, and the ponies were all outside of the door. The hundreds of other ponies were still meeting the Autobots. The new Autobots had introduced themselves to The Mane 6.

Hound: I'm Hound.

Mirage: Mirage, that's my name!

Prowl: My name is Prowl.

Trailbreaker: I am the amazing Trailbreaker!

Smokescreen: The names Smokescreen.

Brawn: Brawn's my name, killing Decepticons is my game!

Air Raid: I'm Air Raid.

Silverbolt: Sky commander, Silverbolt.

Huffer: And I'm Huffer

Twilight: Nice to meet you all!

Rainbow: Do you two like to race?!

Air Raid: Occasionaly.

Rainbow: Yes!

Hound: Hey you want to see something cool?

Hound activated a hologram of Pinkie Pie, the ponies were very amazed.

Pinkie: Heeheehee that's awesome!

Pinkie tried to touch it, but her hoof just went right through it.

Pinkie: Awwww.

The door opened revealing the Princesses, Optimus, Phazon, MC, and the Spartans. Princess Celestia looked very worried.

Twilight: What's wrong Princess?

Celestia: I'm declaring a state of emergency!

Chapter 7:

The Autobots had a great time in their return to Equestria, but they were meant to be on guard for anything. That didn't stop Bumblebee from enjoying the world he loved.

Fluttershy: Where are we going Bumblebee?

Bee: I want you all to meet some of my friends, like Warpath or Air Raid!

They all got inside Bee as he transformed. The Mane 6 were enjoying the ride to Canterlot in a car.

Rainbow: This thing is so cool!

Bee: A car? Yeah they are pretty cool.

Twilight: I still don't know how it works.

Bee: Well it's very complex like with the-

Rarity: Look out!!!!

Bee was then attacked by Starscream who transformed and hit Bee who transformed back.

Starscream: Hello Bumblebee.

Bee: OH NO!!! I gotta get Optimu-

Bee was shot in the chest by Starscream, the ponies screamed and tried to run away.

Starscream: Oh no you don't!

Starscream grabbed each one and transformed into his jet. The ponies couldn't get out of his jet form.

Rainbow: Let us out!!!

Starscream: Oh I will, but first we need to go somewhere.

Starscream flew off with the Mane 6 screaming inside. They eventually reached an abondoned construction building somewhere out of Ponyville. Starscream flew through the roof and transformed back to his robot form. The ponies landed on the ground, they were hurt. They all got up and Starscream was right in front of them.

Starscream: Oh this is going to be fun. HAHAHA!!!

Twilight backed up to a railing she heard some loud breathing behind her. She turned to see Megatron's head staring straight at her.

Megatron: Come here pony.

Twilight scared out of her wits, walked slowly towards the stairs where Megatron wanted her to go.

Applejack: Twi don't!

Starscream: Shutup!

Megatron: Closer......

Twilight was walking down the steps still staring at Megatron.

Megatron: You remember me don't you?

Twilight gulped and said: Please don't hurt me.

Megatron: SHUTUP!

Megatron hit Twilight off the stairs and she landed on the ground with a loud crash. Twilight was obviously in pain as she tried to get up. Megatron landed right by her and held her down on the ground.

Fluttershy began crying: TWILIGHT NOOOO!!!

Starscream: I said shutup!

Starscream kicked Fluttershy, she laid on the ground. Rainbow wanted to hurt Starscream but she broke her wing when they landed, she couldn't do anything.

Megatron: Oh it feels good to grab your flesh!

Twilight struggled to get free, but it was no use.

Megatron: I'm going to kill you! Slowly, painfully, but first we have some delecate work to do.

Twilight shuddered and screamed: OPTIMUS!!!

Shockwave: He can't hear you.

Shockwave came out of the shadows and walked toward Megatron.

Megatron: Shockwave observe this alien specimen.

Shockwave got in closer and studied Twilight, he grabbed her face.

Twilight: LET GO!!!

Shockwave: I'm the doctor, you will stay still!

Shockwave brought one of his sharp fingers and sliced Twilight's cheek, it bleed instantly.

Applejack: You monsters! Let her go!!!

Rarity: She doesn't deserve it!!!

Starscream: If any of you make one more noise I'll slit all your throats right here right now!!!

The ponies got the message, all they could do now was watch Twilight being tortured at the hands of Megatron and Shockwave.

Shockwave: Now will you be a good patient and stay still while I operate?

Twilight slowly nodded, tears were running down her face, she had never been more afraid in all her life.

Megatron: Aww don't cry now, soon it will be all over hehehe.

The ponies had tears running down their faces, just watching their friend in so much torment was breaking their hearts. Shockwave grabbed a little Decepticon slug and walked toward Twilight.

Shockwave: Now open wide.

Twilight refused to open her mouth. Shockwave got angry.

Shockwave: I guess I will have to do everything.

Shockwave grabbed Twilight's mouth and forcefully opened her jaws. He slid the creature inside her mouth. Twilight started gagging, Rarity looked as if she was gonna throw up. Twilight coughed it up and Shockwave grabbed it and activated a small switch on it. The Decepticon was playing her memories, and it showed her Cutie Mark along with her being the Element of Magic.

Megatron: Awww yes, this is the one.

Twilight: That's my cutie mark.

Shockwave: This pony is truly the Element of Magic. We must have the brain on the table, to extract the power out of her!

Twilight's eyes widened: Wha..what does he mean by my brain?!

Megatron: Well you have something on your mind, something I need.

Twilight: NO please, I'll do anything you want!

Megatron: Too late for that.

Shockwave activated a saw on his rist and walked closer to Twilight's head, it spun violently.


Starscream: That's it!!! Your dead!!!

The saw was inches from Twilight's head.

Twilight: NO NO NO NO STOP!!!

All of sudden the roof broke open and Optimus landed inside. The doors of the factory busted open and Bumblebee came rushing in. Bee fired his gun at Starscream, who retaliated with shots of his own. The ponies got to cover and watched Bee fight Starscream.

Optimus jumped and fired three shots at Megatron, Megatron dodged them and they both began to fight. Optimus kicked Megatron and punched Shockwave in the eye sending him through the wall. Optimus shot Starscream sending him through a window. Finally, Optimus aimed his blaster at Megatron and shot him directly in the chest sending him out of the building.

The Autobots Hound, Ironhide, Huffer, and Prowl were outside.

Prowl: It's Megatron shoot him!

Megatron transformed and escaped. Optimus landed outside and walked towards the Autobots.

Optimus: Take these ponies back to Canterlot! And bring reinforcements! I will send you my location when I'm far enough!

Ironhide transformed and the five ponies got in the back seats, Twilight was about to until Optimus stopped her.

Optimus: Twilight, you're coming with me. The Decepticons will think you went with Ironhide, but you will come with me instead, they are our distraction.

Twilight: Where are we going?

Optimus: We're heading to Canterlot, I know a shortcut.

Optimus transformed and Twilight got in the front seat. The Autobots rode off while Optimus went the other way. Twilight could see Canterlot, they were almost there until Megatron came out in his tank form and attacked Optimus. They both transformed and tackled each other. Twilight was thrown against the ground and began to run.


Optimus punched Megatron in the face, Megatron tackled him and they both landed in Ponyville. The ponies scattered and ran away scared. Optimus grabbed a cart and hit Megatron in the face with it.

Optimus: PUNY!!!

Optimus closelined Megatron and activated his sword and sliced Megatron's arm.


Megatron: DECEPTICONS!!!

Shockwave transformed and assisted in shooting Optimus. Starscream flew in, transformed and looked at Twilight.

Starscream: Come here pony.

Twilight started to run, Starscream was right behind her and was closing in. Optimus came out of no where and grabbed Starscream's face.

Optimus: You will NOT touch her!!!

Optimus lifted up Starscream and kicked him violently in the face. Starscream skidded across the ground.

Ironhide, Hound, Huffer, and Prowl arrived in Canterlot. The rest of the Autobots, MC, the Spartans, Phazon, and the Princesses came and met them.

Celestia: What happened?!

The ponies got out of Ironhide, and they transformed back to their robot forms.

Huffer: Prime is in trouble! We need reinforcements!

Sliverbolt: Where is his location?!

Hound: Follow us! We know where to go!

All the Autobots transformed and followed Prowl. Skull, MC, the Spartans, Phazon, and the ponies and Princesses watched them leave.

Luna: Where is Twilight?

The ponies looked frantically.

Fluttershy: She...she's still with Optimus.

Celestia got wide eyed.

Megatron: There are 5 other Elements of Harmony located on this planet! The pony can lead us to them!

Optimus was being held down by Starscream and Shockwave, while Megatron was punching him violently in the face. Twilight could only watch in horror at what was happening.

Optimus grabbed Starscream and threw him against Shockwave and he got up, only to be thrown on the ground by Megatron. Optimus got back up but he was kicked in the side of the head by Megatron, pieces of metal flew everywhere.

Twilight: OPTIMUS!!!

The three Decepticons fired the lasers at Prime who could only try and block the shots. But he didn't anticipate Megatron who fired his cannon directly into Prime's chest sending him flying and crashing to the ground.

Megatron: This beating will be your last Optimus, so much death will come to this planet!

Optimus: This beating on me means nothing, as long as the innocent are protected, that's all that matters.

Shockwave: Well the innocent are going to die Prime!!!

Shockwave was walking towards Twilight and pointed his cannon at her. Twilight coward and braced for death.

Optimus: NEVER!!!

Optimus activated two swords and attacked all three of the most powerful Decepticons. Twilight watched in awe as Optimus swung violently and hit each one perfectly. Optimus pulled out his blaster and hit Shockwave with it. He blocked Starscream's hits and shot Starscream in the face with his gun. Megatron tried to hit Prime, but it was no use, Optimus shot and kicked Megatron so hard it sent him flying in a house. Optimus limped around looking for Twilight when he didn't notice Megatron getting back up with a sword in his hand.

Optimus: Twilight, where are you?!

The next thing that happened broke Twilight's heart. Megatron grabbed Prime's shoulder and stabbed him directly in the chest.

Optimus: UGHH NOO!!!

Megatron: You're so weak.

Megatron powered up his cannon and shot Optimus square in the opening in his chest, sending bits of metal and scrap all over the place.

Everything was in slow motion for Twilight, she saw in horror as Megatron pulled out his sword and watched Optimus fall to his knees. Optimus landed on the side of his head facing Twilight. Twilight got a little closer and Optimus saw her.


Optimus eyes flickered and then went completely black. A single tear went down Twilight's face.

Optimus, the last of the Primes, the leader of the Autobots, was dead.

Chapter 8:

Twilight's life was shattered. There lying on the ground, was a hero, who selflessly gave up his life to protect a weak innocent pony. Twilight had tears flowing down her face, she was truly defeated. But something inside of her told her to fight on, like a fire inside. Just then Twilight remembered Optimus's last words of advice to her. Run. That was exactly what she did.

She didn't stop no matter what. As fast as her hooves could carry her. She heard Megatron and his minions following behind her, she didn't care anymore, all she cared about was getting away from Ponyville as fast as possible.

Ratchet: Autobots attack!

The large group of Autobots had finally arrived and began firing on Megatron, Shockwave, and Starscream. Twilight got behind the Autobots. Megatron, Shockwave, and Starscream could only try and shoot back.

Megatron: Retreat! Our work is done.

The three Decepticons retreated and they were truly out of sight. The Autobots all got together around Twilight.

Mirage: We're so glad you're safe!

Beachcomber: Hey, where's Optimus? Little pony, do you know?

Twilight looked at Ratchet and the Autobots with big teary eyes, she started to cry her heart out. Ironhide got closer.

Ironhide: It's ok, just tell us what happened.

Twilight waved a hoof in front of them, telling them to follow her. When they finally reached the carnage sight of Ponyville, all the Autobots gave a loud gasp. Twilight couldn't bare to look again. The Autobots got closer to the body of their leader.

Bumblebee fell to his knees: No....oh Primus please no.

Wheeljack: dead?

Tracks: Oh no, this can't be true.

Jetfire: Optimus.......our leader....gone forever.

Grimlock: Me Grimlock not even get to say goodbye.

The sun was setting and the Autobots all stood in sorrow over the last and only Prime.

The Princesses were waiting very intensly, Celestia was worried for her student, but if she was with Optimus then she will be just fine. MC, Phazon, The Spartans, AJ, RD, Fluttershy, Rarity, Pinkie, and Skull were very worried, the sun was setting and there was no sign of the Autobots.

Luna saw out of the dust the Autobots were walking towards the Canterlot grounds, not in their transformations, just walking. When the Autobots finally reached the group, MC walked up to Ratchet.

MC: Where have you been? I sent you a message 20 minutes ago.

Ratchet didn't answer and walked by MC. Something wasn't right.

The ponies walked up to Jazz, who was carrying Twilight.

Rarity: What happened to Twilight?!

Jazz just looked at Rarity and put Twilight down, Twilight got up and walked toward her friends.

Applejack: Is somethin' the matter? Ya look as if ya been crying.

Celestia: Oh Twilight, I'm so glad you're safe and well. Where is Optimus?

Jazz looked at Celestia sadly and walked towards the rest of the Autobots. Twilight went towards her master and cried in her mane. Celestia put a hoof around her.

Celestia: It's ok my dearest student. What happened?

Twilight simply kept crying.

The ponies went to the Autobots who had spread out in a giant messed up circle. The ponies watched as Grimlock walked in the center carrying something, no it was someone. Grimlock gently placed the body in the center, the ponies got a closer look and almost had a heart attack at what they saw in the setting sunlight.

The dead body of Optimus Prime.

Rainbow Dash couldn't hold her tears anymore: Wh...what?! No no no no no no!

Pinkie's mane was deflated: did he...oh nooo.

Rarity's mascara was going down her face from her tears: Darling?......Oh no...please no.

Fluttershy didn't say anything, she just cried as hard as she could.

Applejack: did this happen?!

Celestia and Luna both had tears flowing. Powerglide broke the sad silence.

Powerglide: We were too late, I was too slow!

Smokescreen: Hey, don't blame yourself. We were all too slow.

Twilight turned to Phazon, Phazon went down to meet her eye level. Twilight embraced him and cried in his arms.

Phazon: Shhh it's ok Twilight it's ok, don't cry now shhhh.

Phazon stroked her mane as she continued to cry.

Twilight: He's dead because of me!

Phazon: Don't you go saying that now. There was nothing you could have done.

Twilight let go and walked by her friends who all had tears flowing. Ratchet walked by Optimus and reached in his chest.

MC: What are you doing?

Ratchet pulled out none other than The Matrix of Leadership.

Ratchet: Thank Primus, the Matrix wasn't destroyed.

Celestia: The Matrix?

Ratchet: Millions of years ago on our home planet, our leader Zeta Prime was killed, so the core of Cybertron itself, bestowed The Matrix upon Optimus, thus making him the leader of the Autobots.

MC, Phazon, The Spartans, the ponies and Princesses, and Skull looked at the Matrix with awe.

Warpath: So what are we gonna BOOM do with the Matrix?

Trailbreaker: Dangit Warpath! Now is not the time!

Ratchet sighed and looked at the Matrix.

Ratchet: Well we can't put the Matrix in our chests and claim ourselves the new leader of the Autobots, the Matrix has to choose the leader.

MC: How does it know?

Ratchet: The Matrix of Leadership is earned, it is very powerful, powerful enough to light us in our darkest hour.

Grimlock: Can me be leader?

Wheeljack: Grimlock, you're not a very good leader, you are a strong warrior but that's it.

Grimlock: Awww.

Ratchet put the Matrix on his robotic belt, it stuck on. Phazon walked up to Optimus and touched his lifeless face.

Phazon: What do we do now? Optimus is dead, the Decepticons are growing stronger, and we don't know what they are planning.

Ratchet looked up at the large group and said: I will take over as temporary leader of the Autobots for now.

No one argued with that, they knew Ratchet was good enough.

MC: The Arbiters are going to return, we need to make battle strategies and plans for whatever they are going to do.

Celestia: Can one of you Autobots take Optimus inside the castle? Luna will show you were to take him.

Grimlock picked up the body of Prime and walked with Luna inside the castle.

Rachet: Well Master Chief, do you have important information for us?

MC: Everyone inside the castle! Is that alright Celestia?

Celestia: Yes, everyone follow me. We have a lot to go over.

The Autobots, Phazon, Skull, MC, and The Spartans followed Celestia inside. They were all walking down the large hallway.

Skull: How come everyone I hang around with dies?

The Mane 6 were in the back of the group, tears still flowing from their eyes.

Twilight: This is all my fault.

Chapter 9:

The large group finally reached the throne room, but it was different, there was a long table in the center with many chairs along the side of it. Celestia, Phazon, MC, Cortana, Skull, The Mane 6, and The Spartans all sat down in a chair. The Autobots just continued to stand by the group. Luna and Grimlock arrived in the room too. Shining Armor also came in.

Ratchet: Chief, what information do you have?

MC: Glad you asked, the Arbiters were planning to attack Equestria when they sent us a message on Halo, they said they and the Decepticons would attack Equestria first and then attack all of our homes like Hyrule or Phazze. Of course they lied and they attacked Hyrule first leaving it in dust. We don't know what they wanted on Hyrule but it was obviously something important.

Skull: I know what they wanted.

The group turned towards Skull surprised.

Skull: They attacked one of our main vaults, the vault had an alien substance in it. I was the one who found the substance in the forest and the castle guards raided the forest and took a ton of the alien stuff. I still don't know what the substance's power was though, but if the Decepticons wanted it, then it must be dangerous.

Cortana: My guess, is that the substance will be used on the Arbiters to make them stronger.

Bee: So the Arbiters are going to be even harder?

Spartan: Exactly.

Prowl: But we still don't know what Megatron wanted with the ponies.

Twilight: I know what he wanted.

Twilight finally calmed down from crying and said.

Twilight: He wanted my element, Shockwave said he was gonna suck the power out of my brain. I don't know if he would have used the Element of Magic on the Arbiters or the Decepticons, I just don't know.

Ironhide: Luckily Optimus and Bee came and stopped them before they could've hurt ya.

Just hearing Optimus's name again made Twilight whimper, she began to cry in front of everyone. MC got up.

MC: Okay let's cut the crap here now!

Everyone was surprised that he was angry. MC turned toward Twilight.

MC: Look I'm very sorry that Optimus died, but you don't see me crying right in front of everyone!

Rainbow: Well that's because you're wearing a helmet.

MC: Shutup!

Rainbow backed up scared.

MC: Look when you lose a friend you don't cry about it like a little baby, you gotta grow up!!!

Celestia got mad, the Mane 6 began to cowar as Chief's anger rose. Phazon had enough and he got up and pushed Chief so hard it made him fall on the ground.

Phazon: You heartless piece of crap! Do you have any idea what she has been through?! No you wouldn't know because you're weak!

Chief got back up with unbelieveable speed and punched Phazon straight in his face. Everyone gasped as Phazon tried to get up.

Sideswipe: Hey break it up!

MC: You stay out of this!

Phazon tackled MC and they tumbled on the ground punching each other. Everyone was shocked to see this happening. The two were still fighting when Luna teleported in between them.


MC and Phazon stopped fighting.

Luna: Thou art friends!!! Friends shouldn't fight!!!

MC: Not anymore.

Phazon: That's it, I've had it! I'm leaving!

Phazon walked by the window and was about to fly off when the Mane 6 got behind him.

Pinkie: Don't go!

Rarity: Please we need you darling!

Applejack: Ya can't jus' bail on us!

Fluttershy: Please don't.

Rainbow: You have to fight us!

Twilight: Phazon....

Phazon: I'm sorry, I'm not leaving any of you, I'm leaving Master Chief. Goodbye.

Phazon flew out of the throne room and out of the kingdom and he was gone.

Celestia walked up to MC.

Celestia: Well I hope you're happy now.

MC: We don't need that worthless alien scum. We can win this war without him.

Twilight: But what about the magic of friendship? We won the last battle because of it.

MC simply shook his head and went back to the table. The ponies went back too still feeling sad.

Wheeljack: Well, now that's out of the way, we can focus on where they are going to attack.

Just then Laserbeak flew in the room carrying something.

Swoop: It Laserbeak!

Slag: Shoot him!

Ratchet: Wait, he has a message!

Laserbeak landed on the table and dropped the message device, he then simply flew out of the room.

Sunstreaker: Well let's play it.

Air Raid grabbed the device and stuck it inside Jazz's compartment, Jazz's eyes flashed and he looked at the table when the message came out. A hologram of Alastor the Arbiter leader came up.

Alastor: I am Alastor! In two days my armies will come to this planet and destroy your worthless cities! Your empire will crumble before our might, this time you can't win! But we are willing to make an offer, surrender your kingdom and give up all the alien rebels you have harbored and we shall leave your planet in peace! I will arrive in the city you call Manehatten. Bring us the rebels, and we will leave. Transmission over.

Shining Armor: Do you believe this?!

Cortana: I don't trust them, they're lying to us.

Celestia: How can you tell?

Cortana: When you have fought the Arbiters for many years, you learn from them. I know they are lying, if they capture us they will kill us, and then destroy Equestria.

MC: Well, let's head to Manehatten.

Megatron, Starscream, and Shockwave all landed on top of a large hill and were trying to recover.

Megatron: That went well.

Starscream: They got the ponies master, Alastor will not like this.

Megatron: I can't even count on you to capture one simple pony!

Megatron punched Starscream, Starscream looked up from the ground

Starscream: Don't blame me! Blame Shockwave!

Shockwave: I didn't do anything!

Megatron: Yes, Shockwave followed my exact orders. Unlike you!

Megatron kicked Starscream in his side.

Shockwave: Alastor wanted the Elements of Harmony, I guess he isn't going to get them.

Megatron: We don't need the Elements of Harmony! We have the substance, we have the army, nothing can stop us now!

Starscream: Except for the other aliens and Autobots here.

Megatron: Without Optimus they are weak! It's time to go all out! No standing down, no mercy! It's time for the world to know of our true power! Shockwave, tell Soundwave to send the Decepticons now!

Shockwave: As you command.

Shockwave sent a message to the Decepticon ship in Equestria's orbit. Soundwave recieved the message.

Soundwave: Decepticons mobilize! It is time!

All the Decepticons got in a tiny escape ship and headed for Equestria.


Simple work ponies were enjoying themselves like it was a nomal day when bright flashes caught their eyes. The Decepticon escape ships landed in the streets and buildings of Fillydelphia, ponies scattered and ran. The Decepticons Motormaster, Dead End, Breakdown, Drag Strip, and Wildrider, the form of Menasor attacked the city and destroyed everything in their path.

-Las Pegasus-

Many Decepticon escape ships had landed and out came the Decepticons Thundercracker, Skywarp, Air Warrior, Acid Storm, Sunstorm, Ramjet, Thrust, Dirge, Rampage, and Cyclonus. They ran rampet in the city and destroyed many buildings and killed many ponies.


The ships had already landed and the Decepticons Scourge, Sweeps, Soundwave, Onslaught, Brawl, Vortex, Swindle, Blast Off, Blitzwing, and Astrotrain had arrived and were tearing up the city.

Soundwave: Megatron, all 25 Decepticons have arrived, commence operation: Invasion.

Chapter 10:

Manehatten was in pure terror and chaos. Ponies ran frantic while the Royal Guards tried to direct them out of the city and into the escape carriges. Eversince Alastor gave the order that he was coming to Manehatten, the Autobots, The Spartans, The Mane 6, MC, The Princesses, and Skull had arrived and began their strategy. The Mane 6 had their necklaces which gave them the power of the Elements of Harmony, they needed them just in case.

MC: Ok bring him in now!

Master Chief's ship had landed in front of him, the large door opened and the dead Optimus was pushed out by Sunstreaker and Sideswipe.

Sunstreaker: I hope this was a good idea. I mean, we just brought over a ton of dead metal, I sure hope you know what you're doing.

MC: I sure hope I do too.

Optimus was placed behind the Royal Guard lines and several Royal Guard stood by him.

Shining Armor ran up to Celestia.

Shining Armor: My Princess, our soldiers have recieved information that Trottingham has come under attack by the Arbiters! And Germane has already been invaded!

Cortana: Told you the Arbiters would lie.

Celestia: I will go and defend Trottingham, Luna please, I need you to take your soldiers and defend Germane.

Luna: I will my sister.

Celestia looked at the Autobots.

Celestia: Good luck all of you, this is goodbye for now.

The Mane 6 hugged Celestia, Celestia and Luna both teleported and they were gone. Shining Armor walked up to Twilight.

Shining Armor: I'm going to direct my squad up at the top towers, Ratchet or Master Chief will give us the signal and we will assist you whenever you need it. Good luck Twi, I love you.

Twilight: I love you too, be safe.

The siblings hugged and then parted ways.

Shining Armor: Alright let's move out!

The Royal Guard followed behind him. MC walked to Ratchet.

MC: Give me the Matrix.

Ratchet: Why?

MC: I'm going to bring Optimus back to life.

The Autobots all gave a surprised look.

Smokescreen: How do you suppose to do that?

MC: You said the Matrix was powerful enough to light us in our darkest hour. So is it powerful enough to bring an Autobot back to life?

Ratchet: It was never designed for that purpose but it's a power like no one has ever seen.

Ratchet took the Matrix off his belt and handed it to Chief. Twilight walked up to MC.

Twilight: Thank you....

MC: Don't mention it, we need a hero now, and I suppose that Optimus is the-

Spartan: HERE THEY COME!!!

MC turned around in horror as about 100 or more Arbiter starships came down from the clouds. Out of the ships came hundreds and hundreds of dropships that lowered to the city and landed on the ground spread across the city. The Arbiter armies entered the streets and walked towards the group of Autobots, Spartans, Royal Guard, Skull, and ponies.

The Arbiters stopped and looked up. The lead ship lowered to the city, it was humungous. At the top of the ship came none other than Alastor the Arbiter leader.

Alastor: Spartans!!! Do you see what I am capable of?! I have taken almost all of Equestria by now!!! But I can easily call off my armies if you just do one simple thing.......surrender!

The ponies looked at Master Chief who was walking towards the ship. He looked at the Matrix and stuck it on his belt. The impossible happened, Master Chief fell to his knees and put his hands on his head.

Ironhide: What are you doin'?!

Rainbow: Master Chief don't!!!

Alastor and his Arbiters started laughing.

Alastor: HAHAHAHAHA!!! Do you see how easy that was?

MC looked up and said: All I see is how easy THIS was!!! NOW!!!

Chief pulled out duel wield machine pistols and fired rapidly at the Arbiter forces, many fell to the ground as the other Spartans began to fire. The Arbiters took cover and fired back.

MC: Spartan now!

Master Chief's ship rose with one driver inside and began firing on the Arbiter ships.

Alastor: Megatron!!! Autobots in Manehatten! Bring your Decepticons and come here now!

Megatron's ship suddenly flew over and all Decepticons came out including Megatron.

Megatron: Decepticons kill them!!!

Ratchet: Autobots attack!!!

The fight began with the 26 Autobots and 28 Decepticons. Master Chief held the ground when the Arbiters began advancing. The Mane 6 ran back towards their lines, many Spartans died already and began retreating with MC. Skull was too frightened and ran away from the entire battle and he headed inwards toward the heart of Manehatten.

Brawn: Here comes Starscream!

Starscream flew towards the Mane 6 and transformed.

Starscream: I'm not letting you escape this time!

Sludge transformed into his Brontosaurus form and grabbed Starscream with his mouth and threw him into a building.

Grimlock: We Dinobots protect ponies and Spartans!

MC: We have to move deeper into the city!

Fluttershy: But what about Optimus? You were going to bring him back to life!

MC: He's hidden, the Decepticons won't find him! We need to move deeper into the city so we can lose the Arbiters on our tail!

The Spartans and MC lead the way, following them was the Mane 6, followed by the Dinobots.

Alastor: Arbiters! Find the Spartans! Go into the city now!!!

Many Arbiters advanced into the city, the Royal Guard did their best to hold back the Arbiters, but it was no use.

Alastor landed right by Megatron.

Alastor: Megatron, we need the armor generator substance on my soldiers now!

Megatron: I'm one step ahead of you, Soundwave already made a device on one of the towers of this city, the substance is already loaded in. We need you to activate it and it will send the substance into all of your Arbiters!

Alastor: Very good Megatron, I will head there now, continue fighting!

Alastor flew up to his ship and was headed for the capitol tower in Manehatten. Silverbolt, Jetfire, and Air Raid saw this.

Silverbolt: Jetfire, Air Raid, transform! We need to take out the Arbiter war ships!

The three transformed and flew up towards the ships and began attacking. The fight between the Autobots and Decepticons was getting intense, many Autobots and Decepticons had already died. Such as Autobots Smokescreen and Mirage. The Decepticons Air Warrior and Sunstorm died. Megatron was demolishing the Autobots.

Ratchet: Autobots split up! And head into the city!

Team one was Bumblebee, Wheeljack, Ratchet, Prowl, Warpath, Hound, and Brawn. Team two was Jazz, Ironhide, Sideswipe, Sunstreaker, and Trailbreaker. Team three was Tracks, Huffer, Powerglide, Beachcomber, and three sky commanders when they were still fighting in the air.

All three teams entered the smokey streets, Megatron watched them.

Megatron: Decepticons, follow the Autobots now!

Shockwave: I will not fail you again my lord!

The Decepticons were now after the Autobots. Megatron stopped 5 Decepticons.

Megatron: Motormaster, Dead End, Breakdown, Drag Strip, and Wildrider, form Menasor!

They did and the giant was now lumbering towards the battlefield stepping and swatting away Royal Guard who tried to attack him.

Megatron: The end has begun!

MC was leading the pack while staying hidden from the Arbiter seekers looking for The Spartans and ponies.

MC: Move out.

The Spartans took the lead as the ponies and Dinobots followed.

Snarl: We sneaky huh Grimlock!!!

Rarity: SHHHH!!!!

MC: Everyone be quiet. The Arbiters could be anywhere.

Arbiter soldier: Like right in front of you!

10 Arbiters stood in front of the group, the ponies backed up and the Spartans were ready to fire when a loud explosion was heard. The Arbiters looked up as a large shockwave went past them. Lightning bolts went down and struck the Arbiters. They began to glow and grow in size. When the glowing died down the Arbiter soldiers were now twice as big and stronger.

Arbiter Elite: PRAISE ALASTOR!!!

Alastor had activated the machine and the substance was now sent throughout Equestria. He saw the shockwave spread farther and farther throughout the city and onwards.

Alastor: The substance has spread! But now I don't have the Elements, oh well I can make an exception! I must find the Matrix of Leadership!

His ship arrived and he jumped on top and began his search in the war-torn city of Manehatten.

Grimlock: Me Grimlock not understand!

Slag: Me not care, me attack Arbiter!

Slag transformed and charged toward the Arbiter Elite. Normally he would have run it over, but the Arbiter was so much stronger and grabbed Slag and threw him towards the Spartans. Sludge grabbed Slag and the firefight began.

Cortana: Our bullets are not doing anything to them!

MC: They have the alien armor! Grimlock kill them!

Grimlock transformed into his T-Rex form and bit the closest Arbiter. He ripped it apart with his jaws and the Arbiters began attacking Grimlock only.

Grimlock: They on me!

Swoop: We get them off!

Just then the Decepticons Blitzwing, Ramjet, Thrust, Dirge, and Cyclonus came and transformed in front of the Spartans, ponies, and Dinobots.

Thrust: Dinobots found!!!

Cyclonus: Kill them!

Swoop: Decepticons! Dinobots prepare to defend your-

Swoop couldn't finish the sentence because he was shot in the face by Blitzwing, bits of metal flew on the ground, killing Swoop instantly. Grimlock looked at his fallen friend.

Grimlock: YOU......KILL......SWOOP!!! ME GRIMLOCK SMASH!!!

Blitzwing was petrified as Grimlock lunged at him and bit his head off, killing Blitzwing.

The Dinobots transformed and attacked Thrust, Dirge, Ramjet, and Cyclonus. The Spartans continued fighting the remaining Arbiter Elites. Twilight lifted up a sharp spear on the ground with her magic and threw it at an Arbiter. It hit in the face, killing it.


Rainbow Dash flew at an Arbiter and rammed it sending it at the rest of the group.

MC remembered what Shining Armor had told him. MC looked up and saw Shining Armor and his soldiers watching the battle unfold.

MC: Shining Armor now!!!!

That was their cue, SA and his Guards jumped and stabbed the remaining Arbiters in the back of their heads killing them.

The Decepticons had already been killed by the Dinobots, the Dinobots transformed and walked toward Swoop.

Snarl: Oh no, not Swoop!

Sludge: We lost our brother.

Slag: Me Slag can't believe he gone.

Grimlock: Decepticons going to pay for killing Swoop!

MC: Don't worry big guy, we're heading back to Optimus now! Shining Armor, thanks for the help, get back to the rooftops and wait for my signal!

SA: Roger!

SA and his troops retreated back to the buildings. MC, Spartans, ponies, and the Dinobots all found another route and began walking. Sludge was carrying the dead Swoop.

Fluttershy had tears because one of the Dinobots had died.

Pinkie: Chief, how do you know we are going to win?

For once in his life, Master Chief didn't know. He was about to give an excuse when a Spartan yelled.

Spartan: More Arbiters!

More Arbiter Elites came from their dropships and landed in front of the group. The dropships began to fire their guns at the group of Spartans, ponies, and Dinobots. They were pinned down, Master Chief.....was afraid.

Twilight: Chief, what do we do?!

John stared at her sadly and placed his hand on her cheek.

MC: Stay here.

Twilight: What are you doing?!

MC pulled out duel wield machine pistols and attacked the Arbiters, he fired and didn't stop. He felt unbeatable like he couldn't be touched until one Arbiter hit him in the helmet and MC layed on the ground.

Applejack: NOOO!!!

Master Chief looked up at the Arbiter who was standing over him, a sword raised. John praced for death when the unthinkable happened.

The dropship exploded sending many parts on the Arbiters. A dark figure lunged at the ground and killed each Arbiter Elite in it's path. The Arbiter standing over MC was shot in the face by the dark figure. All the Arbiters around the group were dead. The ponies stared at the figure walking towards Master Chief.

Master Chief looked up at the dark figure standing over him, the figure brought down his left hand in front of Master Chief.

Dark Figure: Good to see you again, John.

Chapter 11:

Master Chief recognized the voice, after what seemed like forever, the dust cleared and John saw none other than Phazon.

Master Chief raised his hand and Phazon clasped it and brought Chief up to his feet.

MC: Thank you, I'm so sorry for everything I did, you were right I was being to harsh and-

Phazon: No need for apologies. Let's get going, we got a war to win.

Twilight: Phazon!

The Mane 6 ran up to Phazon. Twilight stepped up.

Twilight: Thank you for coming back.

Applejack: Thank ya.

Rarity: Thank you darling.

Fluttershy: you.

Rainbow: Yeah! We are gonna win now!

Pinkie: THANKS!

Pinkie bounced up and hugged Phazon, Phazon patted her back and put her down.

Phazon: I'm glad I ran into you six, because I have something important to tell you all.

Pinkie: Like what?

Phazon: I have been watching the battle unfold, and John your plan to bring Prime back to life won't work.

MC: What do you mean?

Phazon: The Matrix isn't strong enough to heal his spark, I soon found out that if the Elements of Harmony were added to the Matrix, then Prime can be brought back to us.

Twilight: So we just use the Elements when Chief opens the Matrix and Optimus will be brought back to life?

Phazon: Correct.

Grimlock: Can you bring Swoop back to life too?

Phazon: Sorry Grimlock, it can only be used once and we need Optimus.

Snarl: Awwww.

MC: I'm glad you're back Phazon, but even you're not strong enough to win this war.

Phazon: Did you really think I was stupid enough to come alone?

Rarity: What do you mean?

Phazon: I made a little stop at my home planet and brought back some friends.

Phazon pointed up and hundreds of small ships came soaring from the skies. Some ships landed while most flew by. Out of the ships came soldiers that had the same color as Phazon and they all looked as if prepared for battle.

Phazon Guards: Hail Phazon!!!

MC: What is this?

Phazon: Meet my Phazon Guards. Captain, send your forces and eliminate any Arbiter in your path, clear the city!

Phazon Captain: As you wish my lord! Move out!

The hundreds of Phazon ships sailed through the sky and attacked many of the Arbiter warships.

Phazon activated his helmet and said.

Phazon: General, I want you to assist the Princesses in the other cities! Take as many Guards as you want and move out!

Phazon turned around at MC, The Spartans, the ponies, and the Dinobots.

Phazon: Let's get moving, we have to bring Prime back to life.


Celestia was doing her best to assist the Royal Guard in defending the large city. But the Arbiter Elites were just too powerful.

Royal Guard: Princess! Our defenses our breached! We can't hold back anymore!

Celestia: Keep fighting! We have to win!

Many Royal Gaurds pointed up at what was coming their way. Celestia looked up as well and saw many mini ships headed their way. But instead of attacking Celestia, they flew by and shot at the Arbiters. The Royal Guards gave a loud cheer and watched as the ships destroyed the Arbiters.

Celestia: Thank you Phazon, thank you.


Luna was truly defeated. The Arbiters were too powerful. Luna layed on the ground injured. She barely looked up to see her Guards running away, not even noticing her. An Arbiter Elite came right in front of her and aimed his gun at her.

Luna prepared for the end when the Arbiter was shot in the face by a blue stream of strange light. Luna turned to see a lot of soldiers headed her way. They glew a blue color. They passed her and began fighting the Arbiters. One soldier went down to one knee and lifted Luna into his arms. Luna smiled slightly.

Phazon Soldier: We're here to save you, by orders of lord Phazon.

Luna: Thank you.

The streets of Manehatten were truly in ruin. Large buildings began to fall from the extensive damage done to each one. Phazon and MC led the ponies, Spartans, and Dinobots through the battle, trying to find Prime.

Phazon: Where is Optimus John?

MC: We were supposed to be there by now, I don't know what's going on.

Cortana: Stop! Look....

The group got inside a building and looked out of the window and saw Team 2 of the Autobots fighting Menasor, Astrotrain, Sweeps, Scourge, Rampage, and Acid Storm. The Autobots were Jazz, Ironhide, Sideswipe, Sunstreaker, and Trailbreaker. The Autobots were losing.

Rampage grabbed Sunstreaker and ripped his head off as if it was nothing. Sunstreaker fell to the ground dead.

Sideswipe: BROTHER!!!

Sideswipe jumped on the back of Rampage and drove a sword through his face, killing Rampage.

Rarity had tears in her eyes from Sunstreaker's death.

Trailbreaker activated his force field from Menasor's attacks.

Trailbreaker: I can't hold him!

Ironhide: Keep fighting!

All of a sudden, Silverbolt, Jetfire, and Air Raid flew by in their jet forms and shot missles at Menasor. Menasor got hit in the chest and legs and he fell to one knee.

Jazz: NOW!!!

The Autobots aimed all their fire power at Menasor. Menasor was almost defeated when the Phazon fighters flew in and applied the final shots onto Menasor. Menasor fell to the ground dead.

Astrotrain: Kill the Autobots!!!

Grimlock: Dinobots now!!!

Grimlock, Sludge, Snarl, and Slag busted out of the building and charged at the Decepticons. Grimlock brought his sword into Astrotrain and kicked him. Astrotrain was dead. Sludge punched Acid Storm, Acid Storm fell on the ground and Sludge stepped on his face, killing Acid Storm. Slag aimed his gun at Sweeps and shot him many times in the face. Sweeps died. Scouge was terrified and tried to run away but Snarl grabbed him and brought his claws into his chest and ripped out his spark, killing Scourge.

The Dinobots walked by the Autobots. MC, Phazon, the Spartans, and ponies came out of the building.

Ironhide: Great job Dinobots!

Jazz: Oh you ponies are still ok. Thank the allspark!

Rarity walked up to the dead Sunstreaker and began crying. Sideswipe got closer and went to one knee.

Sideswipe: I'm sorry brother. I wasn't fast enough.

Sideswipe petted Rarity which made her smile slightly even with tears.

MC: Ironhide, we need all the help we can get, I'm going to bring Optimus back to life, but we need your protection.

Ironhide: We'll cover you, we know where Prime is. I sure hope that Matrix works.

Phazon: I do too.

The Autobots, Dinobots, ponies, Spartans, and Phazon all went down the street looking for Prime.

After 2 hours of searching and fighting, they finally found Optimus covered in sheets, with Royal Guard still by his side. The Guards were happy to see Master Chief with the Matrix.

Royal Guard: Are you going to do it now?

MC: Yes, stand back.

The Guards pulled the sheets off of Optimus and Master Chief got 30 meters away from him. John looked back at the ponies.

MC: Get ready to use the Elements!

Twilight: We are John!

The Mane 6 got in ready posture, Master Chief pulled the Matrix off his belt and held it in his hands. The Autobots stared in awe, they couldn't wait for what was going to happen.

MC: Oh great Matrix of Leadership, you were given to the bravest being I ever knew and you made him the leader of the Autobots. I do not know of your true power, but you have the power to bring him back to us! Please, all hope will be lost, please light us in our darkest hour!

Master Chief held the Matrix above his head and waited.

After several seconds nothing happened, Chief shook the Matrix.

MC: C'mon open!!! Please no! It can't end like this!

Jazz: Why didn't it work?!

Rainbow: Now what do we do?!

Ironhide: LOOK OUT!!! IT'S MEGATRON!!!

Megatron busted straight through a large carrige and headed straight for the Autobots. Chief took cover but dropped the Matrix.

Megatron: Die like your leader Autobots!!!

Ironhide was kicked, Jazz was thrown against Trailbreaker, and Sideswipe was shot in the leg by Megatron.

Grimlock transformed and bit Megatron's arm and shook him violently and threw him on the ground. Megatron saw the ponies standing below a tiping building.

Megatron: The Elements die today!

Megatron shot the building and sharp debree was falling on the ponies. a large piece of cement was heading for Rainbow Dash, she didn't see it.

Master Chief: Rainbow look out!!!!

John pushed Rainbow out of the way just in time because the large debree fell on Chief.

Rainbow got up and said: Chief NOOOO!!!!

Megatron aimed his cannon at the Autobots but they all shot back, including the Spartans and Phazon. Megatron transformed and retreated. The ponies circled the debree that fell on Master Chief. They all tried to push it off but it was no use.

Jazz moved in and lifted the debree off of Master Chief. What the ponies saw broke their hearts.

Master Chief was impaled in the stomach by a rusty metal pole. Twilight moved in and took off his helmet. John was dying right in front of them.

Phazon, Cortana, the Spartans, and the Autobots moved in and saw the horror in front of them. The ponies got close to John, tears in their eyes.

Phazon fell to his knees: No not John....

Rainbow: saved my life.

John turned to Rainbow slightly and gave a little smile.

John: Hehe guess I'm the hero now huh? *cough cough*

Twilight saw the Matrix close to John, she knew that all hope was lost now, the Matrix didn't work.

John: Look *cough* I'm sorry I was so mean to you all. You are a brave and proud race, and you can win this war, I know it. *cough wheeze*

Cortana: can't die.

John: I guess I cheated death too many times, now there is no escape.

Twilight: John....we can't do this without you.

John: Yes you can.....just believe....until peace is restored.

Cortana leaned in and kissed John on his bloody lips. When she disconnected them, John smiled.

John: Still the best kisser I know Cortana.

Cortana couldn't help but smile. John looked at the sky.

John: Well.....goodbye....I'll check in to see you all just won't.....see me there....uhhhhhh...

Master Chief closed his eyes for the last time and he died right in front of all his friends.

The Mane 6 cried their hearts out. Cortana looked at the ground sadly.

Rainbow moved in and kissed John on his cold dead cheek.

Rainbow: Thank you.....goodbye.

The crying continued, the Autobots all stood in sorrow.

Phazon put his hands on his face, a hand was placed on his shoulder. Phazon looked up to see a Spartan staring at him.

Spartan: It's over.....I'm sorry but it's over.

Phazon accepted that fact.

Chapter 12:

John awoke to find himself in a strange place. It was very bright and he was sitting on stone ground. John got up and checked his surroundings. The place he was in was bright and somewhat decorated like for royalty.

John: Where am I? Is this heaven?

John walked around the stone ground and saw the large pillars surrounding the long hallway.

John: Hello!

His voice echoed through the hallway, there was no answer.

John looked at what he was wearing. A simple white T-Shirt and jeans, he wasn't wearing this under his armour. He continued to walk until he felt a gust of wind hit him in the face. An even brighter light appeared in front of him. John shielded his eyes from the light.

Being: We have been watching you.

Another Being: For a very very long time.

All of a sudden a lot of giant robotic beings stood in front of John.

Prima: We are the Primes.

Zeta Prime: You have fought sides with Optimus, our last decendent, with courage and valor, the aspects of a leader.

Sentinel Prime: A leader worthy of our Matrix.

Prime Nova: The Matrix of Leadership is not used, it is earned.

Vector Prime: You have given up your life, to protect the innocent, that is what it takes to become a true leader.

Alpha Prime: You have earned the Matrix with your heroism and courage.

Prima: Go now to Optimus, use the Matrix and the Elements to light his spark once again, do this and peace.....will be restored.

The Primes all touched John on his shoulders and John blacked out.

John's vision was restoring on the smokey skies of Manehatten. His ears picked up crying around him. John suddenly opened his eyes and gasped for breath.

The ponies were stunned and backed away as John got up on one knee and pulled the metal pipe out of his stomach. The ponies were even more surprised when John's wound healed and closed up. Rainbow Dash beamed.

Rainbow: YOU'RE ALIVE!!!

Rainbow flew in and hugged him, so did the other Mane 6. Phazon and Cortana were very confused.

Phazon: did you...

John: We can save questions for later, but now we need to bring Prime back to us.

Twilight handed John his helmet and he put it on. John looked down at the Matrix that was glowing very brightly. He let down his hand and the Matrix flew into it.

John walked close to Optimus and the Mane 6 got behind him. John put both hands on the Matrix.

John: Oh great Matrix of Leadership, I now know of your power! And the Primes have chosen me to bring you back to us! Now, I command you, light us in our darkest hour!!!

John held the Matrix above his head and it glew as bright as the sun.

Ironhide: The Matrix has chosen you!

John pulled apart the Matrix and the core was shone floating above him.


Twilight: NOW GIRLS!!!

The Mane 6 all concentrated the Elements together and soon enough Twilight's eyes glew white and the rainbow beam shot out from them and into the core of the Matrix. The core spun violently and shot itself into Optimus's chest. A jolt of electricty went through Prime's body.

Optimus's eyes turned blue again and he yelled.

Optimus: AHHHHH!!!

The ponies, John, Cortana, Spartans, and Autobots walked over to Optimus.

Optimus started to get up and he fell to one knee. Optimus looked at the ponies.

Optimus: Ponies, you returned for me.

The ponies beamed and gave a loud cheer.

Jetfire, Silverbolt, and Air Raid flew down to the Autobots and transformed.

Jetfire: Prime lives.......HAHAHA YES!!! I can't believe it.

Optimus started to get up more when something came from the skies and landed by Optimus.

Alastor landed by Prime and hit him down, he pulled out his sword and attacked many Spartans and Autobots.

Alastor: My Matrix!

Alastor grabbed the Matrix off the ground and flew off to the machine, if he put the Matrix in the machine, it would make the Arbiters invincible.

Ironhide: Get up Prime!

Twilight ran by Optimus's face, Optimus was still on the ground.

Twilight: You gotta stop him Optimus, he took the Matrix you have to stop him!!!

Optimus: I cannot........I no longer have the Matrix....I am not fit to be your leader, Autobots.

Phazon: Prime, if I have learned anything from ALL of this, it would be that YOU are the true, born leader of the Autobots, no matter what.

Optimus: How can you be certain?

Phazon: Like this. Optimus take my power and you will have a strength like you've never known.

Phazon's hand started glowing and he touched Optimus's chest.

Phazon: Save us all.

Optimus started to change. He got up and his left arm was now a Phazon cannon, his right arm was a Phazon blade. On his back was a giant Phazon jetpack. Optimus was standing proudly and he looked up.

Optimus: Let's do this.

The jetpack blasted and Optimus flew straight in the sky. John watched as Prime was flying towards the machine.

John: Let's move out! We have to find the other Autobots!

The Spartans, Autobots, Dinobots, and Ponies followed John through the streets looking for the other Autobots.

Skull: UGH!!! I am so lost!

Skull had been walking through the war-torn streets of Manehatten for hours, he didn't see any Arbiters so he was safe. He couldn't find any of his friends so he continued to walk. Until something caught his eye.

A crashed Arbiter attack ship that was small enough for him to control.

Skull: Wow, what luck.

Skull got closer and observed the ship, it was still functional.

Skull: Time to bring the hurt now.

Skull got in and tried his best to activate it. It soon started up and he could barely fly it. Soon he was soaring through the skies, looking for Arbiters to shoot at and looking for his friends.

He wasn't paying attention to where he was going and he crashed straight into an Arbiter Warship. His tiny ship crashed into the docking bay. Skull got out, he wasn't seen by any Arbiters.

Skull started walking through the ship, still not being noticed when he reached the control center.

Skull: Ohhhh the brains of the ship. Okay time to kill some Arbiters. Oh man I'm gonna screw this ship up!

Optimus soared through the skies and shot down any Arbiter ship in his path. He soon located the machine and he headed for it.

Megatron was waiting by the machine and Alastor finally reached him with the Matrix.

Megatron: Where have you been?! And where are the Elements?!

Alastor: I have made an exception, the Matrix shall be used to make my armies invincible.

Megatron: You fool! You cannot use the Matrix! It will destroy us all with its intense power!

Alastor: I don't care! I am not losing this war!

Megatron: Then this deal is off, you are now my enemy!

Megatron lunged at Alastor but Alastor caught him and shoved his sword by Megatron's chest.

Alastor: I should have killed you a long time ago.

Alastor was about to kill Megatron when he saw Optimus flying his way.

Alastor: NO!!!

Optimus flew in and grabbed Alastor, Alastor dropped the Matrix and it fell down to the city, Optimus turned in mid flight and shot the machine destroying it instantly. Megatron fell off the building and landed on the hard ground below.

Optimus and Alastor were fighting each other in the air. Optimus crashed through an Arbiter Warship and brought it down. Soon the two leaders crashed on the ground and began fighting hand to hand.

Alastor: WHY WON'T YOU DIE?!?!


They began to tumble through the streets and continued to fight.

John was leading the group through the streets looking for the Autobots.

Cortana: We have to remain hidden.

Spartan: Too late for that!

Skywarp flew in and transformed and attacked the Autobots. The ponies got lost from the group and continued to run on their own path.

Skywarp retreated and the Autobots looked frantically.

Grimlock: Where are the ponies?!

John turned to his Spartan soldier.

John: I gave you one thing to do! And you lost the ponies!

Spartan: Don't blame me!

Phazon: Look for them!

Shockwave was standing with a lot of Arbiter Elites in the center of Manehatten. They were killing any Royal Guard or any of Phazon's soldiers that came to try and attack them.

Shockwave: I want you all to stay on guard!

Arbiter Elite: No problem.

Shining Armour looked from the top of a building and saw Shockwave and the Arbiters below.

Shining Armour: Royal Guard, we got 10 targets and Shockwave below us. When I give the mark we attack. First we wait for the Phazon snipers to take out their eyes.

The Phazon snipers were aimed on the Arbiters and they all fired. The Arbiters were blinded when shot in the eyes.

Shockwave: What is this?!

SA: NOW!!!

The Royal Guard jumped from the buildings and attacked the blinded Arbiters. It was easy killing them.

Shockwave: Die you worthless organics!

Shockwave shot his cannon at the Guards. Shining Armour jumped onto Shockwave's back and planted a bomb on his back. Shockwave couldn't reach SA.

The bomb exploded and Shockwave yelled in pain. The Phazon soldiers began to fire upon Shockwave who could barely fight back.

Shockwave: NOOO!!! I can't control the battlefield anymore!!

Shining Armour: Good work Phazon soldiers! Continue to fire on Shockwave!

Twilight looked from left to right trying to find a way out of there. The other five were following behind her.

They soon came upon what sounded like a struggle. They hid behind some fallen debree and looked at what was the noise.

Team 1 of the Autobots were being held prisoner by Soundwave, Blast Off, Swindle, Brawl, Vortex, and Onslaught. Team 1 was Bumblebee, Wheeljack, Prowl, Ratchet, Warpath, Hound, and Brawn.

Onslaught: You are my prisoner!

Ratchet: Get off me!

Onslaught threw Ratchet to the ground and brought a gun to his back.

Onslaught: Stay down!

Soundwave was head of the prisoner keeping. An Arbiter commander came up to Soundwave.

Arbiter Commander: Prisoners? You're keeping prisoners?!

Soundwave: Yeeeessss.

AC: You need to teach them without respect! This was all buisness but now it's personal. Do you understand me?!

Soundwave: Ha ha ha, I understand, no prisoners only trophies!

Wheeljack: Bumblebee, I think they are going to kill us.

Bumblebee looked at Wheeljack sadly.

Swindle: You, you're time is up!

Swindle grabbed Wheeljack and threw him on the ground.

Wheeljack: Wait wait! Can't we talk about this?!

Soundwave: Get moving!

Wheeljack got up and backed up slowly.

Wheeljack: Please, we're all just a bunch of good transformers. Please don't AHHHH!!!

Wheeljack was shot in the the back by Blast Off. Wheeljack fell to his knees.

Wheeljack: Why did you have to AHHHHH!!!

Wheeljack got shot in the chest by Soundwave, Wheeljack fell to the ground and his head fell off. Wheeljack was dead.

Swindle: HAHAHAHAHA!!!!

Prowl: I'll kill you all!!!

Vortex: No, I'll kill you!!!

Vortex shot Prowl in the head and Prowl was killed.

Bumblebee looked in utter horror and then he dropped his hands and looked at the ground.

Bee: Goodbye my old friends.

Soundwave grabbed Bee's shoulder.

Soundwave: You're mine!

Soundwave dragged Bee where the other Autobots were killed. The ponies couldn't bare to watch Bumblebee suffer.

Soundwave: TURN AROUND!!!

Soundwave turned Bee around and Bumblebee saw the ponies hiding behind the debree.

Twilight: No....

Bee: We gave it a heck of a run.

Soundwave pointed his gun at Bee's head, Fluttershy had tears flowing from her eyes. Bumblebee heard something and looked up. Missiles were being fired at the Decepticons. Soundwave was distracted, this was Bee's chance.

Bumblebee activated his gun and fired at Soundwave, who retaliated with shots of his own.

Up in the Arbiter Warship, Skull was pressing buttons like no tomorrow. He found the Autobots being killed by the Decepticons and he started helping by firing missiles at the Decepticons.

Skull: I did it!!! I saved the Autobots!!!

Bumblebee started fist fighting with Soundwave. Soundwave grabbed Bee and threw him on the ground. Soundwave started running towards Bee.

Bee got up and grabbed Soundwave's chest. Bee brought his gun under Soundwave's head.

Soundwave: NOOOOOOO!!!!!

Bee shot one blast and Soundwave's head was blown off. Bee lifted the dead Soundwave and threw him on the ground.

Bee: That's payback!

Skull flew by the Autobots and crashed into a building. The ship fell to the ground. Skull got out of the ship unharmed.

Onslaught: Combaticons!!! Combine into Bruticus!

The five remaining Decepticons joined together and formed Bruticus. Bee, Ratchet, Hound, Brawn, and Warpath backed up scared.

John: The ponies are found!!! And so are the other Autobots.

Ratchet turned to see the Dinobots and Autobots.

Ratchet: Dinobots!!! Destroy Bruticus!!!

Grimlock: Me Grimlock love challenge!

The four Dinobots transformed and attacked Bruticus. Team 1 and Team 2 of the Autobots joined together, it was the Autobots Jazz, Ironhide, Bee, Hound, Brawn, Ratchet, Warpath, Sideswipe, and Trailbreaker.

John: Good, now we need to find the rest of the Autobots!

Phazon ran up to the Mane 6.

Phazon: Don't ever run away from us again!

The Mane 6 nodded.

John: Everyone follow me!

The Spartans, Autobots, ponies, and Phazon followed John. The Dinobots stayed and battled Bruticus.

Shockwave was fighting all the Guards and Phazon soldiers. Soon came more Arbiter Elites that protected Shockwave. Team 3 of the Autobots came in and assisted the Guards. Team 3 was Powerglide, Tracks, Huffer, Beachcomber, Jetfire, Silverbolt, and Air Raid.

Arbiter: There's too many!!!

Shockwave: We can win this!

Soon John, the Spartans, Phazon, the ponies and the rest of the Autobots came and joined the rest of the Guards. Even more Arbiters came and fought for Shockwave.

The ponies took cover from the firefight. Twilight looked up and saw Optimus flying towards the Arbiters and Shockwave.

Twilight: OPTIMUS!!!!

Optimus landed and charged at the Arbiters. Slicing with his Phazon sword and demolishing everything in his path. Optimus was unstoppable. Optimus finally reached Shockwave and brought out his fist. Prime punched Shockwave straight in his robotic ribs sending his insides all over the ground.

Optimus grabbed Shockwave by the throat and threw him on the ground.

Optimus: YOU DIE!!!!

Optimus ripped Shockwave's robotic throat out. Shockwave was killed. Optimus then charged at Alastor who was trying to escape him this whole time. Optimus tackled him and they both began to fight.

The Autobots, Spartans, Phazon and his soldiers, Royal Guard, and John began to move up and and assist Optimus. The Spartans, Phazon soldiers, and Royal Guard fired everything they had at Alastor. The Autobots tried to attack Alastor but he just beat them away.

Skull was walking through the streets again. He lost track of where Master Chief and the others went. But he soon came upon the leader of the Decepticons, Megatron.

Megatron was sitting down on some rubble and he was looking at the sky.

Megatron: Ohhhh I should have killed him when I had the chance.

Skull walked up to Megatron.

Megatron: Oh have you come to surrender?

Skull: You look as if you have surrendered!

Megatron: Shutup insect!

Skull: Was it Alastor? Did he defeat you?

Megatron: I said shutup!!!

Skull: You know, the all powerfull Megatron shouldn't give up this easily, you should do something that will actually help you!

Megatron: You dare lecture me slave!

Skull: Oh I see......Alastor was too strong for you. Well I guess that makes sense, because Alastor is the leader.....and you're just his bitch.

Megatron: GRAAAAAA!!!!

Megatron was about to kill Skull but then he realised something.

Skullkid was right.

Optimus, even with the Phazon couldn't handle the strength of Alastor. They fought for a long time and Optimus was getting weak.

Phazon was shooting Alastor with all his firepower.

Alastor: Arbiter ships fire on Phazon and his soldiers!

All the Arbiter warships turned toward Phazon. The soldiers backed up scared.


Phazon pulled out two shining relics on his belt, one was blue, one was orange. He crushed both in his hands and Phazon started to change. He grew massive and much stronger!


Phazon God fired many blasts at the Arbiter warships. They fell to the ground destroyed.

The Spartans, Autobots, Phazon soldiers, and Royal Guard couldn't help Optimus anymore. They had to fight the remaining Arbiters. Phazon God was busy taking on the Warships.

Optimus and Alastor were still fighting.



Alastor grabbed Optimus and ripped off his Phazon armour. Optimus was vulnerable. Optimus brought out his Energon Ax and attacked Alastor. But Alastor knocked out his Ax and used his sword to slice off Optimus's arm.

Optimus fell to the ground and tried to crawl away.

Alastor: I was a god once on my planet!!! And you were a god on yours!!! But here, there can only be one god!!!

Alastor was about to deliver the final blow to Optimus when Alastor was shot in his side.

Megatron came from behind Alastor and continued to fire on him. Megatron grabbed Alastor and beat the crap out of him.

Megatron: THIS IS MY PLANET!!!

Megatron ripped off Alastor's armour and skin.

Phazon God was delivering enough damage in the battlefield that the Arbiter Elites coudn't fight back to.

The Arbiters began a retreat when Bruticus came out of no where and atracked the Autobots.

Ratchet: It's Bruticus!

Warpath: Concentrate all fire!!!

Grimlock, Slag, Sludge, and Snarl all arrived and attacked Bruticus. Bruticus threw each Dinobot in a building and continued to fight the Autobots. Phazon God looked down at Bruticus.

Phazon God: BRUTICUS FOUND!!! KILL!!!!

Phazon God aimed his super cannon at Bruticus and fired. The intense firepower killed Bruticus in one shot. The Arbiters were now on full retreat. All the Arbiter ships tried to escape but Phazon God shot them down.

Shining Armour went up to John.

SA: Chief! The Arbiters are retreating from all across Equestria!!!

John: Keep fighting!!! They haven't left here!!!

Soon all the Arbiters were either killed or had escaped. The Royal Guard gave a loud cheer, so did the Phazon soldiers and the Spartans. The Mane 6 came from their hiding spot.

Applejack: Where's Optimus?!

Silverbolt: This way!!!

Optimus was barely getting up as Megatron was holding Alastor by his neck. Alastor was on his knees.

Megatron: I have defeated you Alastor! I have defeated the leader of one of the most powerful races in the known galaxy!

Megatron threw Alastor on the ground, Alastor was barely moving.

Megatron: I have won the war on Cybertron, I have killed thousands of weak insects, I have killed Optimus Prime, and now I have defeated the leader of the Arbiters! Is there anyone, ANYONE who can defeat the mighty MEGATRON!!!!!

Optimus looked up at Megatron with hate filled eyes and said: Let's find out.

Optimus grabbed his Energon Ax and threw it at Megatron, hitting him in the chest. Optimus pulled out the Ax and brought it down on Megatron's head. Optimus, with all his strength pulled. Megatron's head was ripped off his body along with the Ax. Megatron's body fell to the ground. Optimus dropped his Ax with Megatron's head still on it. Megatron's eyes flickered and then went completely black.

Megatron was killed.

Optimus pulled off Megatron's cannon and walked towards Alastor.

Alastor: Optimus, all I ever wanted was to have my kind be a proud and super powerful race. You must see why I had to kill you.

Optimus: You didn't kill me........and you never will.

Optimus powered up the cannon and aimed at Alastor.

Alastor: NO OPTIMUS!!!

But it was too late, Optimus fired the cannon and struck Alastor in his chest. Optimus fired again and shot him directly in the face. Alastor layed there on the ground dead.

Optimus dropped the cannon and looked at the sunset. He sighed deeply.

The Autobots, Dinobots, Spartans, Phazon soldiers, Royal Guard, Ponies, and Skull all walked by Optimus. Skull was carrying the Matrix of Leadership he found on the ground. Phazon went back to his normal size and stood by the rest of the group.

The ponies went up to Optimus and smiled, with tears of joy in their eyes. Optimus looked at them and nodded.

Ratchet grabbed Bumblebee's shoulder.

Ratchet: You fought bravely.

Bumblebee nodded and they all looked at Optimus.

Optimus: Good to see you all again, my brothers.

The Autobots cheered. So did all the soldiers and Royal Guard along with the ponies. The Dinobots transformed and roared in victory.

Skullkid went up to Optimus with the Matrix. He held up the Matrix for Optimus. Optimus reached out and took the Matrix and his chest opened thus Optimus placed the Matrix inside his chest, where it belonged.

Up on top of a building, Starscream, Thundercracker, and Skywarp all saw what happened to their leader.

Starscream: I....I can't believe it. dead? YES FINALLY!!! Now I can take my rightfull place as leader of the Decepticons!

Thundercracker: Uh Starscream....I don't think there are any Decepticons left to lead.

Starscream: Oh sure there are Thundercracker! Let's go back to Cybertron.

The last three Decepticons flew off of Equestria and went into endless space.......heading for Cybertron.

Optimus: This world has seen much horror. How I wish I could have taken it all back. But now we won the war. The Decepticons and the Arbiters are defeated for good. We lost many brothers today, and their will be days when we lose hope, days when even we lose our closest friends, but the day will never come when we forsake this planet and its inhabitants.

Chapter 13:

The Battle of Manehatten was over. The Arbiters have retreated from Equestria. The Decepticons were killed along with their leader Megatron. Alastor was dead. The heroes have won the invasion of Equestria.

Celestia and Luna both arrived in Manehatten along with some Phazon soldiers, Royal Guard, and many ponies that returned from their hiding locations. The Spartans, Mane 6, Phazon and his soldiers, Shining Armour and his Guards, Skullkid, and Autobots all stood in the center of Manehatten with the return of Optimus Prime.

Celestia and Luna both came up to Optimus with smiles on their faces.

Celestia: Welcome back Optimus.

Luna: But how did thou live?

Optimus: With the combined efforts of these ponies and soldiers, they were able to bring me back to life. I cannot thank them enough.

Celestia: Looks like the power of friendship stood tall after all of this.

Twilight: It sure did.

Twilight looked at John with a smile on her face.

Phazon: We all did it, together.

Skull: And no matter what, we will always come out on top.

Optimus: Thank you, thank you all. With all of our bravery, this planet can live peacefully from now on.

Bumblebee: But Prime, what about the dead Decepticons and the fallen Autobots?

Optimus: We will take them all back to Earth with us Bumblebee and give our fallen Autobot brothers a proper funeral. Mirage, Sunstreaker, Smokescreen, Swoop, Wheeljack, and Prowl will all be missed dearly.

Ironhide placed his hand on Optimus's shoulder.

Ironhide: It sure is good to have our leader back.

Optimus: It feels good to be back.

Celestia: Well, shall we all go back to Canterlot? I have already ordered many repair squads to rebuild the cities, so none of you have to worry.

John: Thank you Celestia.

At Canterlot the dead Decepticons were being piled into the Autobot ship along with the dead Autobots. Optimus was carrying Megatron himself into the ship and placed him inside.

Optimus: You left me no choice brother.

The Spartans were also bringing their dead onto their ship. They had lost 13 Spartans and had 7 left including Cortana and Chief. The Royal Guard suffered many casualties. Phazon already ordered his soldiers to return back to Phazze and they left Equestria.

Celestia had ordered a royal meeting with all the ponyfolk from all over Equestria. The entire kingdom of Canterlot was filled with ponies. Celestia stepped up to the podium.

Celestia: My loyal subjects, today we have suffered like we never had before in all Equestrian history. But thanks to the combined efforts of these brave souls, Equestria lives another day! Give thanks to our friends who risked their lives and lost many of their friends to defend us! Give thanks to the Autobots, Spartans, Phazon, Skullkid, Twilight, Fluttershy, Applejack, Rainbow Dash, Pinkie Pie, Rarity, and give big thanks to the one and only Optimus Prime!

The cheer was enormous from Canterlot. All the heroes bowed and waved to the crowd. Every one of the heroes hugged Celestia and Luna and continued to wave at the crowd.

After the cheering died down, a victory party was set up in Canterlot. It lasted for hours and everyone had a great time.

John stood at the top of one of the Canterlot towers and stared at the moon. He heard footsteps behind him, John turned to see Phazon walking towards him.

Phazon: Hello old friend.

John: Good to see you Phazon.

Phazon and John stood by each other until Phazon broke the silence.

Phazon: How did you live? I saw you die right in front of me.

John sighed and said: I went somewhere, and I met very powerful beings.

Phazon: Like who?

John: The Primes.

Phazon: What like Optimus Prime?

John: Kinda, but Optimus wasn't there, these were the old holders of the Matrix. And they said I was worthy of the Matrix and then I was ressurected.

Phazon: Wow, that's incredible.

John: It sure is.

Phazon: So now what? The Arbiters are leaderless, the Decepticons have been defeated, what do we do now?

John: We live......we live in peace forever. Now there is nothing stopping us from living peacefully.

Phazon: I'm very happy to hear that. Good job old friend. Now come on to the party, Rainbow has been asking where you were.

John: I bet she was.

John and Phazon both walked down the steps and out of the building and into the streets of Canterlot, where the victory party was taking place.

The next day the Autobots and the rest of the heroes had everything ready and they were going to leave Equestria. A big farewell was taking place in the Canterlot Royal grounds where the ships were.

The Spartans along with Cortana and John all said their goodbyes with the Princesses and the ponies. The Spartans and Cortana got on their ship but John stayed for a while. John went to one knee and looked at the Mane 6. He took off his helmet and looked into their eyes.

John: I cannot thank any of you enough. You have proved to me that even though you may not look like it, but you are a proud and one of the strongest and most reliable races I ever knew. I was honored to have fought by your side, but now this is goodbye.

The Mane 6 had tears of joy in their eyes.

Twilight: Goodbye sir.

Rarity: Goodbye darling, we'll *sniff* never forget you.

Applejack: Thank ya for everything.

Pinkie: Goodbye, don't forget to smile once in a while and don't be a stick in the mud.

Fluttershy: Good *sniffle* bye.

Rainbow: Thank you so much, goodbye John, I'll never forget what you did.

Rainbow trotted up and kissed John on his cheek. John blushed for the first time ever.

The Mane 6 all hugged John and he was now heading for his ship. John got in and spoke from the speaker.

John: We're ready when you are Optimus!

The Mane 6 all said their final goodbyes to the Autobots. Pinkie and Ratchet hugged each other, Sideswipe gently patted Rarity on the head and Rarity kissed him on his metal cheek, Applejack and Ironhide shook hooves/hands with each other and hugged, Rainbow high fived Jetfire, Silverbolt, Air Raid, and Powerglide, Fluttershy was crying by the Dinobots and they all hugged her, Twilight walked up to Optimus.

Twilight: You saved my life and gave up your own, I can't thank you enough.

Optimus: I did what was absolutly neccessary, and that reminds me.

Optimus walked by the Mane 6 and said.

Optimus: Rarity, Rainbow Dash, Pinkie Pie, Applejack, Fluttershy, and Twilight Sparkle. Thank you all for saving my life.

The Mane 6 went by him and Optimus went down to one knee. They all hugged his arms and he returned the favor.

Optimus: This is goodbye, I'll never forget any of you.

Twilight: We'll never forget you too.

Optimus got up and turned to his Autobots.

Optimus: Autobots let's roll out!

Optimus turned to all the ponies.

Optimus: And don't worry, we will return one day.

The Autobots all got in their ship. Phazon and Skull were the last ones.

Skull: I have lost my friends, but I have gained new ones. Thank you ponies for everything.

The Mane 6 all hugged Skull and Skull got in the Autobot ship.

Phazon: This is goodbye, and I intend to return as well with the Autobots. You are more then my friends, you are my family.

Phazon hugged Rarity, Rainbow, Pinkie, Fluttershy, and Applejack. But he spent his time with Twilight.

Twilight: Thank you, you are one of my closest friends. I'll miss you.

Twilight kissed Phazon on his helmet where his cheek was supposed to be.

Phazon: Thank you, my friend.

Phazon and Twilight hugged. Phazon got up and walked into the Autobot ship. Everyone could hear Optimus's voice from the loud speaker.

Optimus: We stand united as one powerful group. We may be different species but that doesn't matter, as long as we know our strengths and weaknesses, we can overcome anything. You ponies of the world of Equestria, are a proud race, and the enemy will know never to under estimate you. Because if they do, they will be defeated by our combined strengths. I am Optimus Prime, and I send this message to all the ponies of Equestria; we are here, and we are all united species.

The ships took off into the skies of Equestria and they were gone. The ponies cheered for what seemed to be hours until Celestia died down the cheers.

Celestia: On this day, we will remember all our friends for everything they did. For when they return, everything will be peaceful forever.


The Autobots have arrived back to Earth to their base; The Ark. They had dropped off Skull back to Hyrule and Phazon back to Phazze. The Autobots walked into the ship where the other Autobots were waiting.

Perceptor: It's so good to se you all again! Did the mission go a success?

Optimus: Yes, everything worked out as planned. Megatron, and his Decepticons are dead.

The Autobots that stayed gave a loud cheer.

Ratchet: But we lost many Autobots.

Hoist: That's sad to hear. What happened on that planet?

Optimus: Everyone inside, Autobots bring in the Decepticons!

All the Autobots carried in the dead Decepticons and Autobots. They placed them in the center of the Ark. Megatron was lying dead with his followers.

Bumblebee: Now what happens Optimus?

Optimus Prime: I declare this day, the end of the Cybertronian Wars! And the beginning of our peacefull lives on planet Earth.

All the Autobots cheered and Optimus looked at Megatron's head and stared into his lifeless eyes. He didn't see anything this time.


John and the Spartans all arrived back to Halo as planned. They landed by their base where the other Spartans were waiting for them.

Spartan Commander: Glad you're back Chief! What news do you have?

John: The Arbiters and their leader are dead.

Spartan: Really?! What does this mean now?

John: It means we are going to live in peace from now on. Never again will we fight in a war, the fighting is over.

All the Spartans cheered and clapped.

John looked at the moon and Cortana stood by him.

Cortana: Now the war is over. Are we going to go back to Equestria?

John: Someday, we will.

Cortana held John's hand and they both stayed and stared into endless space.

Yeah that was the day that everything went to hell. But when we do die, we go somewhere, where there is no war, no conflict, and no fighting. I went there and lived to tell about it. Equestria lives another day thanks to all of us. I am John-117, and this is my last Journal entry. We stand united, even if it was the fall of species.

The End