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All the chapters are to go here.

39
SkullKidBrawl01

Skull kid

Here is the adventure fic you've been waiting for.

Chapter 1: Hyrule Incident

Chapter 2: Phazon Trouble

Chapter 3: Freefall to the new World

Chapter 4: Contact with Ponies

Chapter 5: Bumblebee

Chapter 6: Together we are Strong

Chapter 7: Explanation

Chapter 8: Preparations

Chapter 9: Battle

Chapter 10: Omega and Trypticon

Chapter 11: Goodbyes don't have to be Forever



Dark Silver
FoCMegatron01

Megatron in MLP United Species




Transformers fall of cybetron dinobot grimlock 1 concept art

Grimlock




















FallofCybertron

Optimus in Canterlot













Chapter 1:

After running around and having fun skull kid decided to take a rest underneth a nearby tree so he can catch his breath. Finally after a while skull kid got back up and began to run around and pull some pranks again. Skull kid ran through the forest pulling one prank after another. Then as he was running around the village he bumped into sombody SMACK!!! skull kid was lauched backwords on the ground and so did the person he bumped into. Skull kid rubbed his head and sat up and realized right away on who he just bumped into. it was.....link. Link jumped out and pulled out his sword and pointed it right at skull kids face. Then link finally realized it was skull kid. So link put his sword back.

Link: what are you doing here!?!? aren't you supposed to be back home where you came from?...

Skull kid: well actually yes I am but I decided to have a liitle fun you know?...

Link: this is not a place for fun skull kid. Don't you know of the dangers around here?

Skull kid: why of course I do.....I just was having fun is that too much to ask?...

Link: no...but this place isn't supposed to be the place for fun...this place has horrible creatures that could attack at any moment.

Skull kid: im not afraid....I was born here..I am quiet used to the dangers living here...

Link: well be more careful next time...

Then Link turned around and began to walk away from skull kid. I will show him! (skull kid thought) just then as skull kid was walking away he suddenly tripped on a rock and fell on the ground. Skull kid got up and looked at the rock when....skull kid saw somthing strange on the rock. Skull kid picked it up off the ground and began to examine it. There was some strange energy coming from it.

Skull kid still was very confused...but he didn't really care anyways so he threw the stone behind him and began to go back to his home. As he was walking home he began to hear someone calling his name in the distance. Skull kid turned and he saw...Link running towards him.

Link: SKULL KID DID YOU HEAR?!?!

Skull kid: Hear what?!?!?

Link: there is a new power I discoverd in a nearby forest!!! We can use that power for our own.....won't that be great?!?!?

Skull kid: of course lets go get it!!!!

So Skull kid and Link went to go find that power in the forest. They arrived at a strange energy force coming from a nearby portal looking thing.

Skull Kid was very intrigued, he went up to touch it only to be stopped by Link.

Link: Skull Kid are you nuts!?! We don't know what that thing is!

Skull: Oh quit being such a wuss!!

Skull then walks toward the portal and is imediatlly sucked in.

Link: SKULL NOOO!!!!

Link than jumps in the portal and imediatly passes out.

He wakes up next to Skull who was keeling above him.

Skull: OH thank goodness, I thought you died!!!

Link: That's nice to hear, where are we?

Skull: I don't know but it's definetly not the forest we were in.

Link: How do you know?

Skull: Because we don't horses who can talk do we?

Link got up and looked at a few multicolored horses a whiles away from them. They didn't notice Link or Skull yet so they wanted to stay hidden.

Skull: What are we going to do?

Link: We are going to wait until we know for sure that they are friendly.

Skull: Ok

Just then a lot of lights caught their eye. A meteor shower was arrayed in front of them. They could hear the horses saying Oooo and Ahhh. Just then a large meteor was heading past them. The horses coward and watched the meteor crash in the forest not for from them.

The Purple horse yelled: Come on!!! We have to go check it out!!!

They all followed the purple horse except Link and Skull who followed slowly behind them, they were never noticed. They soon followed the horses until they arrived at a crashed space ship.

Link: Oh this is going to be quite an adventure.


Chapter 2:

Phazon. The most potent material in the galaxy. So strong, that it could take over a whole planet in just about a week.

And I am 100% of it.

Phazon is quite a powerful material, and I have taken control of 3 planets, so far. never under estimate phazon, for this chemical will either make your body extremely powerful, or take your life. I am phazon itself, so I call myself Phazon. I became so infused with phazon that I eventually mixed blue and orange phazon, and when combined, they turn into a force to be reckoned with. I was knocked out for a month, and I felt phazon flowing through my own veins, the mighty force of it made my body tingle in supreme power. I felt as if I needed a planet for all the power, so I created Phaaze. My phazon florished the land, and slowly made the only planet made of 100% phazon.

About a month later, I created The Leviathan, a space time device that could travel across the galaxy in only split seconds. It is a living, ticking time bomb infused with my blood that will bring forth a new breed of my race that will consume the planets around me. The regular time to make them would be around 50 years, but I decresed the time to only a month.

I was going to infuse Norion with phazon for the second time, but I was mistaken when the Leviathan I was on turned on me, and sent a interdemensional portal to an unkown location. I braced for impact, but what I saw took more than words to describe.

I saw one single ship, drifting in the distance. I wasn't very far from it, so I blasted off to see what was on the ship. I stayed quiet so a possible alarm system wouldn't go off. I found a sinlge unopened freeze pod, with a 7-foot figure I couldn't make out. I released the being, and he fell to the ground. He breathed heavily, as if he had been running over the desert planet of Tallon IV for a few hours. I helped him up, and I asked him his name.

Master Chief: John Seirra 117, aka Master Chief.

Phazon: Phazon, at your service.

He realized that he was in the presence of an alien, so he grabbed me by the neck, and prceeded to point his pistol at me forehead.

MC: WHO ARE YOU, AND WHY ARE YOU HERE!?

He spoke in a deafining tone, making my head rumble. I told him I mean no harm, and he prceeed to drop me to the floor. I landed on my feet, unharmed. I decided to call off the Leviathan, since it was no longer needed. Then, The ship rumbled for a breif amount of time, and Chief and I fell to the hard iron floor. We proceeded to the front of the ship to see what happened, we both looked in horrific awe as the fuel gauge was a zero.

Soldier: Ah Chief, I'm glad you're awake! We're in trouble, we can't escape from the planet's gravitational pull!

MC: Everyone get down! Even you Phazon!


Chapter 3:

As all the crew braced for impact, Phazon couldn't believe the world he was looking at. It was nightime, with the moon shining brightly, but he couldn't observe its beauty just yet, he had to brace for impact. He saw Master Chief clutching what appeared to be a bar as if it was his lifeline. And now Phazon could see the ground getting closer to the front of the ship and they were going to crash in what appeared to be a forest.

Master Chief: BRACE FOR IMPACT!!!!

A large explosion was all that was heard followed by nothing but darkness. Phazon couldn't hear, feel, or see anything which was not good. He tried to move but he was covered by a dead body of a Halo soldier. Phazon looked and was relieved that it wasn't Master Chief. Now Phazon could see and he got up, seeing nothing around him but soldiers lying on the ground of the destroyed ship. He decided to get out of the ship because he couldn't find Master Chief. Although he survived, he didn't know what planet he was on.

Phazon: Maybe Master Chief knows where we are.

He got out of the ship and saw everything thanks to the moonlight. He began his search which started from the very front of the ship.

Phazon: Maybe he flew out in the front.

Phazon now began his search for Master Chief.


Chapter 4:

As the mane 6 quickly galloped into the Everfree Forest, they could see burned trees and rubble spread everywhere.

Applejack: Whatever caused this sure did a heck of a lot damage!

Just then the mane 6 stopped on top of a hill and stared in awe at the massive starship crashed in the everfree.

Twilight: C'mon everypony!!!

They all galloped towards the ship as fast as they could. When they reached a door that was open for some strange reason, as if something just walked out, they walked in and Twilight user her horn to light the darkness. What they saw next surprised them. A strange looking being with olive green armor was layed back against a large pile of debree. He wore a helmet with a large visor. Rarity walked close to the creature.

Rarity: Twilight, you know your way around astronomy, what is this thing?

Twilight: I don't know, it could be an Extra-equestrian life form of sorts.

Pinkie Pie: Is it dead? Can I check!

Twilight: No, I'm gonna check for a pulse.

Rainbow Dash: Oh come on! There is an easier way.

Rainbow Dash walked up to the body and gave it a hard cuff on the side of its head. Everypony gasped and leaned back. After several seconds, Rainbow chuckled.

Rainbow Dash: Dead what did I tell ya?

Twilight: Hold on, I'm still gonna check for a pulse.

Twilight scrunched her face in concentration as her horn lit up. She soon opened her eyes fast and yelled.

Twilight: It's still alive!

At that moment Master Chief's visor was activted and he grabbed Twilight's foreleg.

Phazon was still searching when he heard a lot of high pitched screams, they were all coming from the ship. He quickly turned and ran back towards the ship when suddenly he ran into a large adult and what seemed to be a child. He quickly aimed at them with his blaster but saw the man pull out a sword. He aimed his blaster down and the man put his sword away.

Skull: So what are we all friends all of a sudden?

Master Chief was wide eyed at what he saw, so were the ponies. After several seconds of staring at each other, Twilight finally said.

Twilight: Hello?

Rainbow Dash: Shh!!! Maybe it can't see us!!!

Master Chief thought to himself: If I couldn't see, I still would've heard you.

Fluttershy: Wait, let me try talking to it.

Twilight nodded and said: Maybe this thing is friendly.

Fluttershy walked up to MC, smiled and said: Why, hello there little guy.

MC thought to himself: Little?

Fluttershy: These are my friends, and were not here to hurt you.

Master Cheif wanted to stay quite, to see what they would do.

Rainbow Dash: He probably can't understand a word your saying, you better quit wasting your breath.

Fluttershy: I'm sorry Rainbow Dash I'm trying my best!

Fluttershy calmed down and said: Can you understand me?

Master Chief slowly nodded once.

Pinkie Pie: WOW!!! You speak Equestrian!!! How cool is that?! I mean you fell from the sky and I thought you would speak some language from the planet Greegon or whatever. I mean that is sooo cool and-

Applejack stopped her and said: Calm down sugercube!! Gosh he hasn't even speakin yet and yet yer jumpier than a jumpin bean!!

Pinkie Pie: Well sorry!!!

Pinkie retreated by Rainbow Dash.

Fluttershy: Sorry about that, well you look very sore from taking a fall like that, come on you can stay at my cottage for now.

MC nodded slowly and got up. All the ponies stared widley at his towering size. But he soon passed them and followed Fluttershy out of the ship. They were all chatting amongst themselves, except for MC who was still wondering what happened to Phazon when suddenly he heard the white unicorn scream. MC turned around and saw Phazon running towards them with what appeared to be a human with a sword and a strange kid with a mask.

Link was charging the ponies witch made them cower, but MC tackled him and they fought in the dirt. Phazon and Skull just stopped in awe at what was happening. MC and Link went at it punching each other and MC dodging the sword swipes. When suddenly Phazon got in the middle of them and punched them both in the face. MC fell to the ground as did Link. The Ponies walked closer at what they saw. Skull turned around and saw the ponies, so did Phazon. MC and Link got up and they looked at their surroundings. All of a sudden the ponies, MC, Link, and Skull were all staring at each other. It was Pinkie that broke the silence.

Pinkie Pie: That. Was. AWESOME!!! Do it again!!

Skull: So Link, what do we do now?

Link: I don't know Skull, but right now, I need to know who thiat guy is.

Link pointed at MC.

MC: My name is Master Chief, it's good to see you again Phazon.

Phazon: Likewise.

Twilight: Wait you two know each other?

Phazon: We just met actually.

A long pause followed when Skull broke the silence.

Skull: So what, are we all friends now?


Chapter 5:

Wheeljack: Ok Bumblebee you know your objective right?

Bee: Of course Jackie, intercept the ship, find out Megatron's plan, and don't get caught, easy for a scout like me.

Optimus: Bumblebee I hope for the best of you, this is very dangerous job, if you need help send a distress signal and we will arrive in your current position.

Megatron was traveling the galaxy with his fellow Decepticons, but it wasn't his ship, it was someone elses.

Ratchet: Ok Bee get in the teleporter.

Bumblebee walks in the teleporter and is soon teleported right in the ship Megatron is in. Bumblebee is good at staying hidden and he listens carefully to everything. He soon arrives to the main room where Megatron is at.

Megatron: Soundwave, what are our Arbiter friends up to?

Soundwave: Megatron, they seem to be preparing their armies for some kind of invasion.

Megaton: So that's where we're headed. Soundwave activate the holo screen.

The Arbiter leader appears on the screen.

Megatron: What planet are we headed for?

Arbiter Leader: A planet that my armies worst foe is on, I can crush them once and for all and finally I can take the galaxy for myself.

Megatron: For yourself? Have you forgotten our little allience? After your foes are crushed this deal is off!

Arbiter Leader: So be it, we will arrive in a day or two, transmission over.

Bumblebee couldn't believe what he saw, he had to get out now and tell Optimus. When he turned around he ran right into Starscream.

Starscream: Well well well, look what we have here!

Starscream punches Bee who lands in front of Megatron and Soundwave.

Starscream: Look who I found Lord Megatron, the Autobot called Bumblebee!

Megatron: So we have a spy, worthless.

Bumblebee tries to escape but is stopped by Soundwave who aims his gun at him.

Soundwave: Lord Megatron, what do we do with this Scout?

Megatron: I have an idea.

Megatron shoots Bee in his side, Bee screams in pain.

Megatron: Now he is weak there is nothing he can do now, Starscream take this scum to be destroyed!

Starscream: Yes my lord.

Bumblebee activates his teleportation device to try and escape but it goes haywire. After a bright flash, Bee is gone.

Megatron: NO, he knows of our plan, Soundwave I want you to find out where he went, EXACTLLY where he went!

Soundwave: As you command lord Megatron.

Megatron: That parasite will never escape us!

Bumblebee could see the strange vortex he was in and soon he saw nothing but darkness, he was laying on the ground on an unknown world.

Bumblebee wakes up and checks his surroundings, he is in a forest.

Bee: Where am I, Earth maybe?

Bumblebee now sends the distress signal to Optimus who recieves it.

Optimus: Bumblebee is in trouble, who wants to accompany me in helping him?

Ratchet, Ironhide, Jazz, Cliffjumper, and Sideswipe raise their hands.

Optimus: Alright, everyone in the teleporter.

Optimus: Wheeljack send us off.

Wheeljack activates the teleporter and they are off.


Pinkie Pie: Oh yeah this is awesome!!! ACTUAL ALIENS and their FRIENDLY!!!! How cool is that?!

Skull: Haha that one likes to talk doesn't it?

The Mane 6, MC, Phazon, Link and Skull were all trying to get out of the forest, while still chatting.

Twilight: So umm what's your name?

Phazon: It's Phazon.

Twilight: What planet are you from?

Phazon: Let's just say, I'm from a lot.

Soon they all arrive at what appears to be a giant yellow figure walking.

Applejack: What the hay?

Pinkie Pie: OH more aliens YAY!!!!

Bumblebee turned around and saw them, he started to run.

Rainbow Dash: What's he running from?

MC and turned around and suddenly grabbed Twilight and Fluttershy. Link turned and grabbed Applejack and Rainbow Dash. Phazon grabbed Rarity. Skull barely moved Pinkie out of the way. Everyone got to saftey when a giant Tank like machine started firing on Bee.


Two hours ago-----

Megatron: Soundwave did you find Bumblebee yet?!

Soundwave: Scaners indicate, the autobot is on the world we were heading for in the first place.

Starscream: Isn't that convienent?

Megatron: Soundwave teleport me to that world.

The Arbiter leader popped up on the screen

Arbiter Leader: Where do you think you're going?

Megatron: An autobot has learned of our plan, my decepticons and I are going to the world we were heading for and are going to kill him.

Arbiter Leader: Very well, I will teleport you and your army to the world, the ship and my army will meet you there in a couple of days.

Megatron, Soundwave, Starscream, Skywarp, Tundercracker, Brawl, and Barricade all get in the teleporter and are transported.

To Megatrons surprise he sees Optimus and the autobots in their vortex.

Megatron: PRIME!!! What are you doing here?!

Optimus: Megatron, I would have expected you to go after Bumblebee.

A bright flash is all that is seen, and then darkness.

Megatron gets up and looks around, he hears voices. He gets his communicator and calls his Decpeticons to come to him.

He sees the voices to be what appears to be some humans and multi-colored horses, looking at Bumblebee.

Megatron transforms and and charges at Bumblebee. Bee sees this and runs, the humans and horses get out of the way as Megatron passes them. Megatron hits Bee and transforms back to normal.

Megatron: Did you really think you could escape me?!

Twilight: Hey!!! Excuse me?

Megatron turns at the small horse. He looks down at the small group, the humans have guns pointed at him, one even has a sword.

Megatron: Put those weapons down insects!!!

Twilight: Excuse me? What are you?

Megatron: I am Megatron you little welp!! Conqueror of worlds and I'm here to kill this Autobot!!

Fluttershy: Why would you want to do that?

Megatron: Because you stupid insects, it is my buisness not yours!!!

Rainbow Dash: Hey!! No one yells at Fluttershy!!!

Megatron: HAHAHA and what are you going to do about it?

Rainbow: You're not so tough!!!

Megatron aims his cannon at a tree and fires, the tree explodes.

Megatron: Bow down to me!!!

Twilight: We will never bow to a monster such as yourself!

Megatron: Oh so unwise.

Phazon and MC fire their guns at Megatron who just laughs and points his cannon at them. They all coward and closed their eyes when a large sound is heard. A strange red and blue box comes out of the forest and rams Megatron. It now transforms revieling a robot much like Megatron. The ponies stared in awe.

Optimus: I will not allow you to hurt innocent life forms Megatron.

Megatron: Prime, you don't even KNOW these creatures!!!

Optimus: Freedom is the right of all living beings, no matter what they are.

Optimus looks at Twilight. Twilight smiles and somehow knows that this robot is their ally.

Bumblebee: Optimus look out!!!

Optimus turns to see Soundwave running at him. Optimus punches Soundwave in the face, who falls down. Megatron now attacks Optimus and the battle begins. The mane 6, MC, Phazon, Link, Skull, and Bee get in a safe position and watch the battle. Optimus and Megatron duke it out, Optimus activates a sword that comes out of his arm and slashes Megatron.

Megatron: Decepticons!!! Assist me!!!

Optimus looked in horror as three flying objects headed towards him.

Optimus: Oh no....


Chapter 6:

Starscream, Thundercracker, and Skywarp all transform and land behind Megatron.

Starscream: What is your bidding my lord?

Megatron: Spare me your sarcasm, and assist in defeating Optimus Prime!

Starscream: Thundercracker, come with me to assist Megatron, Skywarp, take care of those lifeforms.

Skywarp walks over to the Mane 6, who are cowering.

Skywarp: No funny business, don't make me use this.

Phazon aimed his blaster and charged it all the way and shot Skywarp which sent him flying back hitting Tundercracker.

Starscream: Thundercracker and Skywarp you idiots!!! Help me with-

Optimus punches Starscream and beats on all three of them. But soon came Soundwave who assited Megatron.

Soundwave: Firing on Optimus.

It wasn't long until Optimus became overwelmed and he was getting beaten senslessly by Megatron, Starscream and his seakers, and Soundwave. Megatron powers up his blaster and shoots Optimus in the chest, sending him crashing to the ground.

Twilight: NOOOO!!!

Optimus was barely getting up when the Decepticons surrounded him.

Megatron: You would really give up your life to protect these worthless excuses for life?!

Optimus: As long as I function, you will never win.

Optimus activates his energon axe which extends.

Optimus: I'LL TAKE YOU ALL ON!!!

Suddenly Optimus Prime was everywhere, easily dodging the attacks of Soundwave and Megatron, and beating the crap out of Starscream and his seakers. In less then a minute, Skywarp and Thundercracker were lying on the ground. Optimus slices Megatron's leg and kicks him hard in the chest. Starscream is terrified and tries to escape until Optimus rips off his arm, kicks Starscream, and hits Soundwave with the severed arm.

Optimus: Bumblebee, where are you?!

Suddenly Soundwave got behind Optimus and shot him in the back, causing Optimus to fall to the ground.

Megatron: Good work Soundwave, unlike some Decepticons I know!

Starscream: Don't blame me!! My arm is ripped off!!!

Megatron pointed his cannon at Optimus's head when he hears many sounds coming from the forest. Suddenly many soldiers with helmets erupt from the forest followed by all the autobots that came to Equestria.

Megatron: Decepticons retreat!!!

All the decepticons fly away.

Rainbow Dash: Yeah you better fly away punks!!!

Halo Soldier: Chief are you ok?

MC: Yeah, I'm fine, I'm glad you're all still alive.

Pinkie Pie: WOW!!! Even MORE aliens!!!

Ratchet: Well I can tell this planet has recieved a lot of extra-terrestrial life.

Ironhide: Is everyone alright?

Twilight: We're fine, but it's Optimus who's hurt.

Cliffjumper: Optimus what happened?

Optimus: I got shot in the back, Soundwave's work.

Ratchet: You'll be fine Optimus.

Optimus: Good, now I need to make myself aquainted here, I haven't even met these new life forms, it would be rude for me not to introduce myself.

The Halo soldiers, MC, Link, Skull, the Mane 6, and Phazon all watched as Optimus stooped to one knee and looked at all of them.

Optimus: My name is Optimus Prime, leader of the autobots, defenders of truth.

Jazz: Uh Prime, I don't think the forest is a good place to be aquainting each other.

Optimus: I see...

Twilight: We can take you all to Canterlot, you can meet our leaders and we can all be aquainted there.

Optimus: Very well, Autobots transform and roll out!

Jazz: Uh Prime, sorry but there are not any roads which I can see.

Optimus: Good locating, we will have to walk there, little ones lead the way.

The mane 6 couldn't believe what they had been through tonight, discovering multiple alien races, watching a big battle unfold, and now....they were leading a group of tall robots and many other types of alien beings out of the Everfree Forest.


Chapter 7:

Grimlock: You lie! Wheeljack dumb autobot!

Wheeljack: Hey you big bozo, it's not my fault that we lost Optimus's signal.

Grimlock: Me Grimlock no bozo, me Grimlock king!

Silverbolt: Well this is just great, we have no leader, and we have no idea where he is.

Perceptor: I have an idea, what if Optimus and the others got sent to another dimension?

Air Raid: Are you serious?!

Perceptor: Hear me out! We can use Teletran 1 to find out Optimus's position, all we have to do is ask it to search other dimensions.

Wheeljack: Teletran 1, search alternate dimensions.

Teletran 1: Scanning....confirmed, over 2 trillion different dimensions located.

Grimlock: That don't sound good.

Wheeljack: Locate Optimus Prime.

Teletran 1: Scanning....scanning....confirmed, Optimus's location confirmed, sending cordinates now.

Wheeljack: Good, now who wants to come with me to help save Prime and the others?

Grimlock: Me and dinobots help save friends!

Wheeljack: Good, I could use some muscle, anyone else?

Jetfire: I'll go.

Wheeljack: That's enough for now, Silverbolt I want you to gaurd this place in case any decepticons get here, also you will be our ticket back here.

Silverbolt: Very well, everyone in the portal.

Wheeljack, the Dinobots, and Jetfire all get in the teleporter and their off.


Everyone had already arrived in Canterlot. Optimus, MC, Link, and Phazon were all in the main room discussing topics with Princess Celestia and Princess Luna. The Autobots, Skull, the mane 6, and the Halo soldiers were all outside the door waiting for them to come out. The autobots were shuffling nervously, Twilight decided to break the tension.

Twilight: So, I guess we haven't really intoduced ourselves, My name is Twilight Sparkle, girls would you be so kind?

Pinkie: I'm Pinkie Pie!

Rainbow: The one n' only Rainbow Dash!

Applejack: The names Applejack.

Rarity: Rarity, it's a pleasure.

Fluttershy: Um...I'm...Fluttershy.

The Autobots smlied and said.

Ironhide: The names Ironhide!

Ratchet: Medical Engineer, Ratchet.

Sideswipe: The great Sideswipe!

Bee: I'm Bumblebee.

Jazz: Wassup little organics? My names Jazz.

Cliffjumper: And I'm Cliffjumper.

Twilight looked at the masked kid.

Twilight: What's your name?

Skull: I'm Skullkid.

Rarity: Ugh, how can you stand to wear a horrid mask like that?

Skull: It fits me.

Halo Soldier: Were the Spartans, an elite group of soldiers who protect the galaxy.

Twilight and the gang were asking all sorts of questions, Ratchet told them about their history and how they got here. Skull took a liking to Pinkie Pie and the were telling each other stories of their favorite pranks. Twilight was very interested in the Spartans, she was so intwined in all their war stroies they told them.

Soon the door opened showing Optimus, MC, Link, Phazon, and the two princesses. Celestia smiled and said.

Celestia: Well now we know everything about these peaceful races, come let us tell all the other pony folk.

Celestia went outside where a huge crowd of ponies were waiting, she said.

Celestia: Citizens, I'm pleased to announce that these aliens are very peaceful and are now our friends. But I'm afraid to inform that there are aliens here that are here to try and kill us, but this one, Optimus Prime, swore that he would not leave this planet until they are all destroyed.

The crowd of ponies cheered, Optimus bowed, so did Link, Phazon, and MC.

Celestia: So where will you all be staying?

MC: Well I guess my soldiers and I could stay in our ship and try to repair it.

Twilight: You can all stay in Ponyville!

Link: Wow, I have never heard of a town called that.

Optimus: Are you sure Twilight?

Twilight: Sure it's no trouble.

Optimus: Very well, Celestia, we are to stay in Ponyville until the time comes for us to fight the Decepticons.

Celestia: Very well Optimus, are all of you to stay there?

Phazon: I guess, I don't know where else to go.

MC nodded and his soldiers did the same. The mane 6 seemed really excited that aliens were going to be staying with them. They all arrived at Ponyville, MC and his soldiers were going to stay with Rarity, she was going to have a blast with trying to make them look more decent. Phazon stayed with Twilight, she always wanted to know more about these aliens. Link stayed with Fluttershy as she always enjoyed company. Skull no doubt stayed with Pinkie and they always had fun. Ironhide stayed with Applejack and they seemed really to get along. Ratchet stayed with Pinkie and they seemed to like each others company because Ratchet thought Pinkie was funny. Jazz also stayed with Pinkie. Bumblebee stayed with Fluttershy and so did Sideswipe. Cliffjumper stayed with Rainbow Dash as they both liked to do stunts and have fun. Optimus stayed with Twilight and learned more about this world with her help.

It was now morning and Wheeljack, the Dinobots, and Jetfire were searching in some kind of forest.

Wheeljack: This looks just like Earth.

Swoop: Me Swoop go fly and look for friends.

Wheeljack: Good idea Swoop, now get going and return back to us if you found them.


It was all peaceful in Ponyville and exciting with all the aliens. The fillies loved seeing the autobots. Even MC was enjoying himself, it was better then getting shot at by some alien race. But today was different, Bumblebee had been attacked by Buzzsaw, one of Soundwave's minicons. Optimus new that the Decepticons knew they were there, and they attacked Bumblebee as a message to leave. But Optimus would not fall victim to fear and he told the Autobots to be on gaurd.

Swoop was flying high looking for his friends when he spotted Bumblebee lying on the ground with starnge colorful organics surrounding him, he was injured.

Swoop: Oh no!!! Bumblebee hurt, must go get back up!!!

Wheeljack told Grimlock and his dinobots to stay put while him and Jetfire go search for thier friends. Swoop landed right in front of Grimlock.

Swoop: Grimlock, me find Bumblebee, but he hurt by colroful organics!

Grimlock: Me Grimlock will save friend, dinobots transform!!!

They all formed there dinosaur forms.

Snarl: Me Snarl ready!

Sludge: I follow leader Grimlock!

Slag: We save Bumblebee!

Grimlock: RAWWWRRR Let's go!!!

Swoop: Me Swoop know the way, follow!


Back in Ponyville, Twilight, Fluttershy, and Rainbow, along with many other ponies were waiting for Ratchet to help Bee.

Twilight: Oh this isn't good, where's Ratchet?

Fluttershy: I don't know, but we need to....AHHHH!!!!

Twilight turned in horror to see 5 giant monsters attacking Ponyville, breathing fire and knocking down structures.

Rainbow: Why I'm gonna...

Twilight: No get Optimus, he can handle those things!

Rainbow: Oh yeah, that would be smarter.

Rainbow flew off and Fluttershy watched in horror as the monsters were trying to step on the ponies.

Twilight: Fluttershy where are you going?!

Fluttershy slowly walked up to what appeared to be the leader, Grimlock looked down at the pony and roared at it.

Fluttershy: YOU WILL NOT ATTACK MY HOME!!!

Grimlock stopped and watched as the pony flew up and landed on his nose. The other Dinobots looked at what was happening.

Fluttershy: How dare you come here and attack innocent ponies! You can't be so mean to those who did nothing wrong!

Grimlock: You speak big for being so little, me Grimlock and Dinobots respect you for that.

Fluttershy: Well now if you and your dinobots would be so kind as to repair the damage you caused...

Grimlock: NO! We respect you, but we no listen to you!

Fluttershy landed on the ground, spread her wings, and began The Stare that could scare any animal.

Grimlock and the dinobots backed up, frightened.

Fluttershy: You will repair my home!

Grimlock: Yes miss, whatever you say.

The Dinobots transformed back into thier robot forms. Fluttershy was amazed.

Fluttershy: You're Cybertronians too?!

Grimlock: We autobots looking for friends!

Fluttershy: Then you must know Bumblebee.

Grimlock ran to Bee and said,

Grimlock: Bee speak to me!

Bee: Ah Grimlock, is that you? How did you get here?

Grimlock: Wheeljack help us get here, help rescue you.

Ratchet: Well if it isn't the dinobots.

All of a sudden Optimus and Rainbow came running from no where.

Rainbow: All right, who wants some?! Optimus what are you doing?

Optimus: It's good to see you again Grimlock.

Wheeljack: Optimus!

Wheeljack and Jetfire came running into the town.

Wheeljack: What happened here?!

Grimlock: We Dinobots do bad, but that lady give us good chewing out.

Ratchet: Little Fluttershy stopped the Dinobots!

Fluttershy: Umm....yes.

Optimus: I'm impressed, but we now need to begin the repairs to the town.

Grimlock: NO!! We Dinobots help fix!

Wheeljack: Wow, I never would have seen the day where the Dinobots actually wanted to do something.

Optimus: Wheeljack, you and Jetfire come with me to meet the Princess, so you can be settled in.

As they arrived at Canterlot, Optimus told Celestia about the new Autobots had arrived and the damage.

Celestia: Well as long as nopony was hurt, it's ok.

Optimus: Wheeljack, call Silverbolt to tell him that they are to send a portal to bring us home after we have defeated the Decepticons here.

Wheeljack did just that. They all went back to Ponyville which had been fully restored, the Dinobots were now following Fluttershy around, calling her "boss Fluttershy". Fluttershy still didn't feel good about 5 robotic dinosaurs following her around, but she got used to it. Optimus saw a robotic bird looking at them and flying away, it was Lazerbeak.

In a cave, Megatron was getting healed by Starscream.

Soundwave got Lazerbeak back and told Megatron.

Megatron: Soundwave play back Lazerbeak's recordings.

They all watched everything that Lazerbeak recorded, Megatron smiled.

Starscream: Shall we call the Arbiters to come now and help us?

Megatron: Yes, but first we need reinforcements, Soundwave call Shockwave and tell him to bring his soldiers!

Soundwave: As you command Lord Megatron.


Chapter 8:

Shockwave recieved Soundwave's message and was preparing to leave Cybertron with his Insecticon army.

Bombshell: Are you sure we can leave Cybertron unprotected Shockwave?

Shockwave: Lord Megatron needs our help, it is my sworn duty to help him.

Kickback: Well good enough for me! As long as I can eat some organics.

Shockwave: Easy Insecticons, you will have your time, now get in the ship!

Hundreds of Insecticons piled into Shockwave's massive ship. Shockwave activated the engine and they were off for Megatron.


Wheeljack and Jetfire were enjoying their stay in this world, they were becoming very popular, the Dinobots spent their time with Fluttershy the most, she even taught them how to control their anger. Jetfire always had races with Rainbow Dash, Wheeljack was more intwined with the science on this world.

Wheeljack: Magic? That is very strange.

Twilight: Well your world doesn't have magic, instead you focus more on science?

Wheeljack: Well it is one of the most important things on our world.

Suddenly Phazon came rushing to them.

Twilight: Hey Phazon, why the rush?

Phazon: Qu...quickly!!! Get to Canterlot now!!!

Wheeljack: Why?

Phazon: Optimus will explain everything, just go now!!!

Wheeljack: Get in!!!

Wheeljack transforms and Twilight and Phazon get inside him. They arrive at Canterlot shortly. When they get in the main throne room, they see Optimus, Link, MC, and the two princesses all surrounding something. They get closer to see that it is one of Soundwave's minicons Rumble, who is cowering beneath them.

Link: Tell us why you've come here!

Rumble: Please don't hurt me! I was sent as a message!

Optimus: What message do you have?

Rumble pulls out a device and activates it. Out comes a holographic Megatron.

Megatron: If you are watching this Prime, then this is your last warning. A massive army lead by an evil race is coming to this planet, they are going to destroy their foes that came to this world. They will not harm you or this planet's race, all you have to do is take your Autobots and return back to Earth. I promise to not harm this planet's race only if you leave and never return. You have one day, I and my Arbiter and Decepticon army will arrive in Canterlot, we awaite your reply.

Rumble: I would listen to him if I were you.

Celestia: What are you going to do Optimus?

Optimus: I do not trust the Decepticons for one second. There is a reason they are called DECEPticons.

Luna: Then what will you do?

Optimus: We will stay, we will fight, and we will no let an innocent race die because of our fear.

MC: Then we gotta have a battle plan, they're coming to Canterlot to destroy it, and the Arbiters are coming to kill my soldiers and I.

Phazon: Not until they get threw me

Link: Or me.

Celestia and Luna: Or us.

Applejack: Or us.

Optimus turned around to see the mane 6, Skullkid, and many other types of ponies standing proudly. Optimus got closer to them and stooped to one knee and met there eyes.

Optimus: I'm afraid I can't let you fight with us.

Rainbow: But why?

Optimus: If one of you die, I could never forgive myself. Besides, Celestia told me of your powers as the Element of Harmony holders, if one of you die, you cannot use the Elements of Harmony.

Twilight: But we're so much stronger than we look!

Optimus: We cannot take that chance.

Rarity: But aliens are going to attack our home, we have to defend it!

Optimus: We have to defend it.

Optimus pointed to MC and the others.

Optimus: I swore I would protect this world from the Decepticons, and if the time comes, I will sacrifce my life to protect you all.

Celestia's mouth opened wide at what he said, the ponies all stared wide eyed at Optimus.

Twilight: But...but...we...you can't give up your life....to...

Twilight began to cry a little. Phazon walked up and went to one knee to meet Twilight's eyes. He placed his hand on her cheek.

Phazon: We will all sacrifice our lives to protect each and every one of you.

Twilight sniffled and smiled a little. Wheeljack walked to Optimus.

Wheeljack: Well if we're going to stay and fight, we are going to need soldiers and a battle strategy.

Rumble: Oh that was so unwise of you all.

Rumble activated a device that began blinking rapidly.

All of a sudden, Soundwave came busting through the wall, causing Optimus to point his gun at him.

Soundwave: Rumble return.

Rumble returned to Soundwave's compartment.

Soundwave: You have all made a horrible mistake, you have no idea what you're up against.

Soundwave escaped, leaving Celestia scared out of her wits.

MC: Shall we began the battle strategy?


Soon the streets of Canterlot were evacuated, all ponies were sent to Fillydelphia or Manhatten for safety. The streets were now filled with Royal Gaurd and the Spartans were the commanders of the Royal Gaurd. Many charriots were flying up above the kingdom. Shining Armour and MC watched as their soldiers were preparing for the invasion. The Autobots Ironhide, Ratchet, Cliffjumper, Jetfire, Wheeljack, Jazz, Sideswipe, Bumblebee, and the Dinobots were in the main grounds with Optimus, Phazon, and the two princesses. Link came up to Celestia.

Link: Celestia where do you want to me lead the attack?

Celestia: The North gates are the only entrance that are not gaurded, take 50 of my gaurds and protect it. Luna my sister, go with him and take your gaurds.

Luna: Yes my sister.

Celestia and Luna hugged each other, and then Luna was off.

Optimus: Bumblebee, Jazz, Ironhide, I want you to take the ponies out of the kingdom, now.

Ironhide: Afirmitive, come on ponies, lets get you to safety.

The mane 6 got the message, they followed Ironhide, with Bumblebee and Jazz following behind them.

Pinkie Pie: Is this the end, Twilight?

Twilight: I don't know Pinkie, I just don't.

A large noise was heard, the mane 6 looked up to see many alien spaceships coming down from the skies. Coming out of the ships, were hundreds of dropships. They landed on the ground and out of them came aliens that wore strange armor and carried weapons that looked evil and could kill. Ironhide looked up to see a flying object heading towards them.

Ironhide: It's Starscream!!!

Bumblebee: Get back ponies!

Ironhide, Jazz, and Bumblebee grabbed a massive cart and lifted it up as a shield. Starscream fired two missles which connected to the cart sending all three autobots to three different spots. The mane 6 rushed to Bumblebee who had lost his leg.

Fluttershy began crying and said: Bumblebee NOOO!!!!

Bumblebee: Go...and...and don't look back...go...to Optimus....NOW!!!

Twilight: We can't leave you.

Ironhide got up and picked up Bee.

Jazz: Don't worry ponies, we'll cover you.

The mane 6 retreated as Jazz and Ironhide ran behind them. The all arrived back where Optimus was.

Optimus: I told you to get them out of here!

Ironhide: We were ambushed and Bee got hurt.

Optimus: Aww Bumblebee.


Megatron, Starscream, Skywarp, Thundercracker, Brawl, Soundwave, the Constructicons, and Barricade were standing proudly in front of the north gates.

Barricade: The invasion has begun, shall we attack?

Megatron: Yes Barricade, begin our assualt!!!


Chapter 9:

Link couldn't hold down the north gates, as the Arbiters zeroed in, the Spartans and the Royal Gaurd were getting demolished. To make matters worse, Link spotted Megatron and his Decepticons walking up to the front of the gates, easily smashing them down.

Link: RETREAT!!! It's Megatron!!! We have to move back to the inner section of the kingdom!

The Spartans all fell back and so did the Rayal Gaurd, Luna on the other hand was shooting Arbiters left and right with her magical horn.

Link: LUNA!!! Get back!!

Luna: We cannot fall back now!! We-

She was cut off when Megatron fired his cannon at her sending her to the ground right in front of Link. Link picked the unconcious Princess up and began moving as fast as he could. The Spartans, Royal Gaurd, and Link had escaped. Megatron just watched as the Arbiters were now moving upward.

Megatron: Decepticons, go into Canterlot and cause as much death as possible! The Autobots have made a huge mistake.

Starscream: When is your FAVORITE Decepticon Shockwave going to be here? We're gonna need that Insecticon army.

Megatron: Silence! Even if he doesn't come we will still win this battle!

Soundwave: Ravage, Buzzsaw, Rumble, Frenzy, Laserbeak, Slugfest, Ratbat, Overkill, eject commence operation: termination.

The mincons ejected and ran toward the battlefield. Megatron and his followers now entered the battlefield.


Bumblebee was getting medical attention by Ratchet. The mane 6 could only watch in horror how much in pain Bee was in. Optimus got a call from MC, he and the Royal gaurd were being pumbled in the South side of the city, he also heard MC say that several Arbiters were entering the East and West sections of the kingdom. Optimus tuned to his autobots, Phazon, the mane 6, and princess Celestia.

Optimus: Phazon, you and Skullkid are to defend the East side of the kingdom. With your intense power Phazon, I'm sure you will come out alive. Sideswipe, Jetfire, Cliffjumper, you three go with them!

Phazon: It'll be easy Optimus, they won't know what hit them.

Optimus: Ironhide, Dinobots, Wheeljack, Jazz, Ratchet, come with me to the West side of the kingdom. Twilight, you and your friends are to come with us, it is not safe here.

Twilight and her friends began to shudder. Optimus reassured them.

Optimus: Don't worry little ones, we will protect you with our lives.

Jazz: Yeah! No stupid Decepticon is going to get near any of you!

Optimus: Celestia, can you please take Bumblebee somewhere safe?

Celestia: I will Optimus, be certain of that.

Skull: Oh no!! Link what happened?!

Everyone turned around to see Link holding Luna and him limping towards them.

Celestia: Link what happened?!

Link: Megatron....he...he came and attacked us....we had to retreat.

Celestia sat by Luna and began crying.

Optimus: Celestia, you need to get your sister and Bumblebee out of here. Link go with Phazon.

Link and Celestia nodded and they parted ways. Celestia teleported Luna and Bee out of there. Optimus and his group began walking towards the heap of the battle, while Phazon's team was sent in the opposite direction, the East side. Optimus had his blaster ready and so did all the autobots, except the Dinobots who had their fists ready.

Ironhide: Ponies, when we say get to cover, you do that, got it?

Applejack: Got it Ironhide.

All of a sudden, the autobots saw a humungous starship heading towards them, it landed about a block away from them. Out of the starship came Shockwave, who charged his arm cannon, and cocked it.

Shockwave: Optimus!

Optimus: Shockwave.

The ship began to transform and out of the ship came hundreds of Insecticons. The ship transformed into a super Insecticon and roared so loud it shaked the ground.

Shockwave: Insecticons!!! Feed!!!

The huge swoarm of them began charging at the group of Autobots and ponies. The ponies coward as the massive Insecticon was charging their way. Grimlock walked up slowly in front of the group and looked back at the ponies.

Fluttershy: Grimlock what are you doing?!

Grimlock: Remember when you told us Dinobots to control our anger? Well, I guess you didn't do very good job, because Grimlock LIKE BEING ANGRY!!!!

Grimlock suddenly charged the massive Insecticon, the Insecticon monster lowered its head and was about to eat Grimlock when Grimlock jumped and punched the Insecticon right between the eyes with such force that the monster Insecticon died instantly. Grimlock landed in front of the group again, the monster Insecticon fell in the side of a building, revealing hundreds of mini Insecticons heading their way.

Slag: Go Optimus, we handle scary bugs!

The Dinobots tranformed and began stomping, biting, and killing every Insecticon in their path. The rest of the group knew the Dinobots could handle this so they were heading for the South side of the kingdom. Shockwave couldn't believe his Insecticons were falling so easily. So he abandoned them and went to find Megatron.


At the East side of Canterlot it was not going well, Arbiters were everywhere and so were some Decepticons. Phazon and his group had now arrived and were assisting the Royal Gaurd. Soon out of a buliding came Brawl in his tank form shooting Royal Gaurd and trying to kill the autobots that were with them.

Cliffjumper jumped onto Brawl and began shooting him. Brawl transformed and hit Cliffjumper off him, only to be attacked by Jetfire and Sideswipe. Phazon took quick notice of this and headed in the heap of the battle, shooting Arbiters and dodging attacks, Phazon was headed for Brawl. When he got close enough he began shooting him like no tomorrow. Brawl was failing, ho couldn't fight all the attacks. Finally Jetfire pulled out his sword and stabbed it right in Brawl's face killing him instantly. The Arbiters retreated only to activate one of their war carriers which flew up and began shooting at the autobots and Phazon knew what to do.

Phazon: Link, Skull, grab onto me!!!

They did and Phazon flew up and landed on top of the ship and began attacking the Arbiters on top. Link was stabbing and slashing, while Skull was using his magical charms to dissorientate the Arbiters. Phazon was beating the crap out of them and turning some into his slaves who began shooting at the other Arbiters. Phazon now infected the ship with Phazon causing it to fall to the ground.

Link: That was easy.

Phazon: Autobots, Royal Gaurd, Link and Skull, follow me we are heading to the inner section of the kingdom.

The all followed Phazon while still fighting Arbiters on their way.


The South side of Canterlot was under heavy fire. Arbiter war ships tearing up the buildings, while many of them were on the ground. The Decepticons Soundwave, Barricade, Thundercracker, Skywarp, and Starscream were in this section of the kingdom. Shockwave soon arrived to assist them. The Autobots couldn't be seen, Optimus was called by MC, he said that the Spartans were ready for his orders, the Royal Guard were also ready. Optimus saw them all on top of the buildings and he yelled.

Optimus: NOW!!!

MC and his soldiers landed on the ground and began shooting at the Arbiters with help from the Royal Gaurd. Optimus and the Autobots began attacking as well.

Ironhide: Ponies get to cover!!!

The Mane 6 did just that, watching the battle unfold, they were terrified. Suddenly Barricade came and hit Jazz knocking him down, Barricade pointed his gun at Jazz.

Twilight: NO!!!

Twilight used her magic to lift up a crate and fling it at Barricade. It didn't affect him, but it distracted him. Jazz shot Barricade and kicked him. Ratchet and Ironhide ripped Barricade apart killing him.

Jazz: Thanks ponies, I owe ya one.

Starscream flew towards them and transformed. He hit Ratchet and Ironhide and Jazz, he now looked at the ponies and smiled.

Starscream: Did you miss me my little ponies?

Rainbow Dash suddenly flew towards Starscream at full speed knocking him into a building.

Starscream: You worthless organic!!! You'll pay for that!!!

Rainbow: Come and catch me slowpoke!

Starscream transformed and so did Thundercracker and Skywarp, they began chasing Rainbow until they were gone.

Pinkie Pie: Dashie NO!!!

Twilight: She can handle those guys, they're too stupid to take on Rainbow Dash.

Optimus: Are you sure Twilight?!

Twilight: Rainbow is the best flyer in Equestria, she can easily handle them.

Soundwave: Minicons attack the ponies!

Optimus: NOOO!!!

Ratchet was holding off the minicons as best as he could.

Shockwave: Prepare for the end Prime! Constructicons come to me!

The Constructicons didn't come. Shockwave was angry.

Shockwave: I said come to me!!!

Soon the Constructicons were running for their lives toward Shockwave and Soundwave.

Bonecrusher: RUN!!!

The Dinobots still in their dino forms were chasing them. The Constructicons got to Shockwave.

Shockwave: Form Devestator now!!!

They did, and soon they were trampoling the battlefield.

Devestator: PREPARE FOR DESTRUCTION!!!

He began stepping on the Royal Gaurd and Spartans, he then threw the dinobots into buildings. Devestator looked down to see a small Pegasus cowering.

Devestator: DIE PONY!!!!

He lifted up his foot and was about to crush Fluttershy, Grimlock transfomed back and stopped the foot just in time.

Grimlock: No one hurt Fluttershy.

Fluttershy: Grimlock!!!

Grimlock: Fluttershy GO!!!

Grimlock was about to give in when Devestator was shot in the chest by a fireball from the chariots the Royal Guards were using. Devestator swatted them away like they were flies. Ratchet couldn't hold the minicons and they all charged at the mane 6. The Mane 6 ran away as the minicons chased them.

Optimus: NOOO!!!! Ratchet go save them!

Ratchet: Affirmitive Prime!

Ratchet transformed and began in the direction the minicons went. Optimus turned to Wheeljack.

Optimus: Wheeljack, call Silverbolt, tell him to send our most powerful weapon.

Wheeljack did that. Then suddenly the autobot portal opened and out came a huge spaceship that transformed and landed in front of the Autobots. Devestator didn't even compare to his size.

Omega: OMEGA SUPREME ACTIVE, TARGET DEVESTAOR, OBJECTIVE: DESTROY!

Omega grabbed Devestator and ripped him apart and threw his body parts into the buildings. Megatron came from behind Shockwave and saw Omega and Optimus.

Megatron: Two can play at that game Prime!

Megatron used his communicator and called Astrotrain.

Megatron: Astrotrain, send it now!!!

Another portal appeared, and an enormous beast came out of it. I tlanded on the ground and roared.

Trypticon: I AM TRYPTICON!!!

Omega: NEW TARGET, TRYPTICON, BEGIN OPERATION: COMPLETE TERMINATION!

The two giants charged at each other, they weren't the only ones. MC and his soldiers were charging at the Arbiters, Optimus and his autobots were charging at Megatron and his Decepticons. Omega and Trypticon collided when Optimus and Megatron punched each other in the face.


Chapter 10:

Optimus and Megatron sent each other flying, while the two titans created a shockwave when they collided. The Autobots flew back as well as MC and the Spartans. The Decepticons flew back along with the Arbiters. Omega and Trypticon were duking it out, hitting, shooting, stabbing, and punching each other. Omega grabbed Trypticon and threw him into a building.

Wheeljack: Optimus, we have to get out of here! I heard the inner section of Canterlot is gaurded, we can hold out there!

Optimus: Agreed, transform and roll out!

They transformed and MC and the Spartans each got in one of the autobots.

As the autobots escaped, Megatron saw this and was mad.

Megatron: Decepticons after them!

Shockwave: But what about Trypticon?!

Megatron: He can handle himself, now move!

Megatron, Soundwave, and Shockwave transformed and chased the autobots, while Omega and Trypticon were still fighting.


Rainbow Dash couldn't shake these three Decepticons. No matter where she went they always followed, shooting at here, good thing they have bad aim.

Rainbow: Missed me, wow you three have really bad aim!

Thundercracker: Stop mocking us and DON'T MOVE SO WE CAN SHOOT YOU!

Rainbow: I don't think so!

Rainbow flew as fast as she could until she had an idea, she started spinning around creating a spiral. Thundercracker and Skywarp, for being so dumb, did the same exact thing and they crashed into each other and they both fell to the ground.

Starscream: IDIOTS!!! You will never trick me you stupid pony!

Rainbow looked down to the ground to see Grimlock and the rest of the autobots, she had an idea. She flew down towards them and Starscream followed. Rainbow yelled.

Rainbow: Hey Grimlock catch!!!

Grimlock turned around to see Rainbow going past him, and then came Starscream. Grimlock grabbed him with one hand and they both went flying into a building. Starscream transformed and looked at Grimlock who was getting back up.

Starscream: You stupid, worthless excuse of a transformer!!! How dare you touch me you stupid idiot!!! You think you're all bad?! You can never defeat the all powerful Star-

Grimlock suddenly grabbed Starscream's leg and started smashing him against the ground many times. He threw Starscream on the ground and started walking away.

Grimlock: All powerful? More like puny Starscream.

Starscream just layed there, just realizing he had been beaten the crap out of.


Phazon, Link, Skull, Jetfire, Sideswipe, and Cliffjumper had arrived in the inner section of Canterlot, there they saw many Royal Gaurd holding back Arbiters and chariots were flying up above.

Phazon: Well looks like we made it, lets go help the Royal Gaurd.

Phazon's group assisted the Royal Gaurd and Jetfire had recieved a message from Optimus that they were coming to the inner section, and they were bringing Megatron with them.


As the mane 6 were running through the destroyed streets of Canterlot, they were hearing the minicons getting closer. They were still dodging Arbiters who were infesting the streets, and sometimes they bucked a few as they past them. They went through a street until Applejack saw something.

Applejack: Girls, this way!!

They all went in alley until they realized they were trapped with no where to go.

The minicons zeroed in on them.

Frenzy: So Overkill? What should we do with these orgaincs?

Overkill: Maybe Rumble would like to tell us?

Rumble: I say we shoot them right here!

Ravage growled, Laserbeak squaked and so did Buzzsaw.

Ratbat: Just what I was thinking, tear them limb from limb!

The all began to get closer when Fluttershy stepped up to them.

Slugfest: So you want to die first?!

Fluttershy: You..um...will...not hurt my friends.

Frenzy: Aww and what are you gonna do about it? Cry?

Fluttershy began the Stare and yelled: YOU WILL NOT HURT MY FRIENDS!!

The minicons backed up quickly as Fluttershy opened her wings.

Rumble: Whoa whoa, take it easy toots we didn't mean-

Fluttershy: Oh, I thought you WANTED to hurt us?!

Overkill: Yeah but-

Fluttershy got close to them and yelled: SIT DOWN!!!

The minicons sat completely terrified.

Fluttershy: Now, what are you going to do?

Ratbat: We...we surrender, don't hurt us, please!

Suddenly a large shadow loomed over the group, it was Soundwave.

Rumble: Soundwave!!! Save us!!!

Soundwave: Minicons return.

They did, and Soundwave pointed his gun at the ponies, Fluttershy flew up to his visor. She was still in stare mode

Fluttershy: And what do you think YOU'RE doing?!

Soundwave: Terminating you ponies.

Fluttershy: No, you will not, instead you will put that gun down and surrender this instant!

Soundwave started laughing which made Fluttershy go back to her normal scared self, she retreated by her friends.

Soundwave: Did you really think you could intimidate me? You will all be terminated this instant!

Bee: Not if I have anything to say about it!

Bumblebee jumped onto Soundwave's back and started hitting him in the face. Soundwave grabbed Bee and threw him on the ground and shot him in the arm.

Rarity: Not again!!!

Ratchet came out of nowhere and punched Soundwave in the face making Soundwave transform and retreat.

Fluttershy flew up and hugged the side of Ratchet's face.

Fluttershy: Oh thank you so much!

Ratchet: Not a problem, come here Bee.

Ratchet picked up Bumblebee and looked at the ponies.

Ratchet: Follow me, we have to get to the inner section of Canterlot.

They all followed Ratchet, they didn't know what was going to happen.


Optimus and his group arrived at the inner section. He and his autobots transformed as MC and his Spartans got out.

Ironhide: Hey, where's Grimlock?

Snarl: Me thought he behind us whole time!

Sludge: This no good.

Grimlock: Here I am!

The Autobots turned to see Grimlock walking calmly towards them, Rainbow Dash was on his soldier.

Swoop: Grimlock, what happen?

Grimlock: Starscream try to hurt Grimlock, but me showed him what for!

Suddenly they all see Phazon and his group run towards Optimus.

Phazon: Thank goodness you're here, the Royal Gaurd need help, we can't hold them forever!

Optimus: I fear we have bigger problems.

Suddenly Megatron and Shockwave came and transformed back to their robot forms, behind them were Thundercracker and Skywarp and Soundwave.

Megatron: Prime is mine!

Optimus: Autobots, kill them all!

The Autobots battled the Decepticons fist to fist. Phazon wanted to help but soon came a lumbering monster that was figthitng another one.

Omega: OMEGA SUPREME ARMOR DAMAGED, NEED ASSISTENCE!

To make matters worse the Arbiters began firing on Omega. All the warships concentrated their fire on him. Phazon flew towards the warships and infected each one with Phazon. They fell to the ground and so did Phazon. He then began to infect the Arbiters with Phazon, he was making them his slaves. The infected Arbiters were now attacking the regular Arbiters. The Dinobots began to help fight back the Arbiters, so did MC and the Spartans. Link and Skull also joined in the destruction of the Arbiters.


The Mane 6 had arrived in the inner section only to find it being invaded, and several battles going on. The Autobots were battling the Decepticons, Omega and Trypticon were fighting, and the Arbiters were being held back against MC, Link, Skull, Phazon, and the Dinobots.

Cliffjumper began to attack Megatron which was a big mistake. Megatron grabbed him.

Cliffjumper: You want a piece of me Megatron!?

Megatron: No, I want TWO pieces!

Megatron ripped Cliffjumper in half causing Rarity to faint.

Optimus: This is between you and me Megatron!

Megatron threw the pieces of Cliffjumper on the ground and said: So be it Prime!

The two leaders began to fight. The rest of the Autobots were easily beating the Decepticons. Thundercracker and Skywarp were trying to retreat.

Shockwave: Cowards! Return here now!!!

Suddenly Ironhide, Jazz, Wheeljack, and Ratchet began attacking Shockwave and were beating the merciful crap out of him. Shockwave couldn't fight them all.

Shockwave: Awww!!! Help me lord Megatron!!!

Megatron: Keep fighting or I will have your head!

Soundwave was trying to get the Autobots off Shockwave when Jetfire came and knocked Soundwave accross the battlefield. Shockwave barely escaped and transformed and flew away only to be chased by Jetfire. They both flew by Trypticon who was about to kill Omega.

Jetfire: Not on my watch Trypticon!

Jetfire fired two missles that hit Trypticon in the eyes, blinding him.

Omega got up, knocked away Shockwave who crashed to the ground, and delivered the final blow that killed Trypticon.

Omega: MISSION ACCOMPLISHED, BEGIN HELPING DESTROY ARBITERS!

Omega was taking out all the Arbiter war ships, the battle was about to be won.

Optimus and Megatron were still duking it out. They both pulled out their handheld weapons and attacked each other. The Mane 6 watched the battle taking place, cheering on Optimus.

Twilight: Go get him Optimus!

Rainbow: Yeah show him who's boss!

Applejack: Yer doin great Optimus!

Fluttershy: yay.

Rarity: Oh how dreadfull, RIP HIS ARM OFF!!!

Pinkie Pie: WOOOHOOO YEAH!!!!

Megatron: SHUTUP!!!

Optimus punched Megatron in the face and they both tumbled into the main inner section. The Arbiters were being defeated, they began the retreat, but Omega shot down any ship that tried to escape. The Arbiters began running as they were shot in the back by MC, the Spartans, Phazon, The Royal Gaurd, and the autobots.

Optimus was being beaten by Megatron until he got stabbed in the stomach by Megatron's sword. Optimus fell to the ground, the ponies gasped. Megatron smiled and walked toward Optimus, his cannon raised.

Megatron: You see what happens? You fight for the weak and you become weak. I always knew it would be I who killed you Prime. It was sooo obvious. Now prepare to die Prime.

Optimus: Not today.

Optimus grabbed Megatron's cannon, broke it off and shot Megatron in the face with it, causing Megatron to fly back into a building. The ponies cheered and ran up to Optimus who threw his cannon on the ground.

The Arbiters stopped fighting and were on full retreat, barely any ships escaped. The entire group of Autobots, and aliens cheered. They all returned to the main inner section where Prime was waiting.

MC: We did it Prime, we won.

Skull: Wow, that was amazing.

Phazon: Nothing new to me.

Twilight: Phazon!!!

Twilight ran up and hugged Phazon.

Bumblebee: Hey where's my hug?

Fluttershy, Rainbow, Rarity, and Pinkie all hugged Bee.

Megatron got back up with a damaged Shockwave, Starscream, Soundwave, Thundercracker and Skywarp, behind him.

Megatron: This isn't over Prime!

The remaining Decepticons flew off and a portal opened and they were gone.

Ironhide was holding the dead Cliffjumper.

Ironhide: Prime, we couldn't save him.

Optimus: Awww Cliffjumper.....we lost a brave comrad, but gained new ones, thank you, all of you, you honor us with your bravery.

Celestia and Luna came behind Optimus.

Celestia: We cannot thank you enough for what you have done Optimus.

Optimus: It was our duty to protect you, the Decepticons came to this world, and we swore to defend it.

Celestia: Thank you all, you have done something that we couldn't have done without you.

MC, Link, Skull, Phazon, The Spartans, and The Autobots bowed.

Luna: Well, we better start rebuilding Canterlot.

Grimlock: We dinobots want to help!


Chapter 11:

In less then three days, all of Canterlot was rebuilt. The reason why was because more autobots came to help rebuild. The Autobots that came were Warpath, Powerglide, Tracks, Beachcomber, Perceptor, and Sunstreaker. With all their combined efforts they succeded in rebuilding the kingdom. But all was not so happy, for the autobots, Spartans, humans, and aliens had to leave Equestria and had to go back to their worlds.

The construction was still going on, along with desposing of the dead aliens and Decepticons.

Fluttershy: Beachcomber, can you pass some of those shingles, if it's no trouble.

Beachcomber: Of course my sweet Fluttershy, how could I not admire the skills of someone so intwined with nature such as yourself?

Fluttershy: Thank you.

Grimlock growled and said: Beachcomber stealing boss Fluttershy's attention from us.

Bumblebee: Don't worry about it big guy, no matter what Fluttershy still loves all of you.

Rarity: Sunstreaker darling, can you hand me some of those nails?

Sunstreaker: Of course, here you go Rarity, and must I say, what a lovely mane you have!

Rarity blushed and went on touching her mane.

Rarity: Oh Sunstreaker, you charmer you!

Rainbow: So when are we gonna have that race?!

Powerglide: When we finish rebuilding, and I think I know who the winner will be.

Perceptor, Tracks, amd Warpath were helping move the dead Brawl onto a large carriage.

Warpath: Whoa this guy ways BLAMO HAHA a ton.

Twilight: Why did he just yell?

Perceptor: That's just how Warpath is.

Tracks: How much longer is this gonna take?

Applejack: Hey be gratefull you weren't in the battle.

Warpath: I would have BOOM helped the autobots win.

Perceptor: Sure Warpath.


After Canterlot was rebuilt, it was time for all the aliens to leave Equestria and go back to thier worlds.

Optimus activated his communicator and said: Silverbolt, send the portal now.

Just on cue, a huge portal appeared above Omega Supreme who was in his spaceship form.

Omega: ALL ABOARD!

The first autobots to leave were Warpath, Perceptor, and Tracks, Beachcomber gave his final complimants to Fluttershy and got aboard. Sunstreaker petted Rarity which made her blush even more, and then he got on the ship. Powerglide shook hooves/hands with Rainbow after their race, which ended with Rainbow winning. The Dinobots spent their time with Fluttershy. They were all sad, even Fluttershy's eyes was full of tears.

Swoop: Me Swoop gonna miss you boss Fluttershy.

Slag: Me Slag no cry, me Slag no cry!

Sludge: Sludge sad.

Snarl: Me Snarl no wanna go!

Grimlock: Me Grimlock not know goodbyes were this hard.

Fluttershy: *Sniff* I'm gonna miss you Dinobots.

Fluttershy flew up and hugged each one's face.

The Dinobots: Goodbye Fluttershy.

They all went in the ship. Wheeljack and Jetfire's goodbyes took a little longer as they were popular in Equestria. Ironhide, Bumblebee, Sideswipe, and Jazz's goodbyes were all sad, but it was Ratchet and Pinkie Pie's that was the tear jerker. Pinkie's mane was deflated and her eyes were chock full of tears.

Pinkie: But why do you have to go?

Ratchet: I'm sorry Pinkie, but we both knew this day would come.

Pinkie began crying her heart out, Ratchet put a finger underneath her chin.

Ratchet: Hey, goodbyes don't have to be forever you know.

Pinkie: You mean, you'll come back?!

Ratchet: Some day maybe.

Pinkie: Promise us.....do the Pinkie Pie promise!

Ironhide: The Pinkie what?

Pinkie: Like this, Cross my heart, hope to fly, stick a cupcake in my eye.

The Autobots smiled and recited the promise, the only ones who didn't were Link, Phazon, Skull, and MC.

Twilight: Wait, you guys arne't coming back?

MC: I'm afraid I cannot, my world needs me, the Arbiters will attack my home.

Link: We have to stay in Hyrule, our coming here was an accident.

Phazon: I cannot return as well, I got worlds to look after.

Twilight and her friends began crying. MC, Link, Skull, and Phazon hugged each one and said their final goodbyes. MC turned to Optimus.

MC: You will take us to our homes, correct?

Optimus: Master Chief, we will return each and every one of you to your homes.

The four of them nodded and they got on the ship. Optimus was all that was left.

Celestia: Is it true Prime, do you intend to return?

Optimus: Yes, we have the coordinates to this world, we can easily teleport here. When we will return, I cannot say.

Celestia: I see, well thank you again Optimus, for everything.

Optimus: No need for thanks, The Decepticons came here and it was our sworn duty to protect you.

Luna: Must you be so hard on yourself?

Optimus: .....Yes...

They all had a good laugh, Celestia and Luna bowed, Optimus returned the favor and went to the mane 6 and went to one knee.

Optimus: You are the holders of Peace and prosperity to this world, for your bravery in the battle I hereby make you all honorary Autobots!

Optimus handed each one a medal that had an Autobot insignia on it. The ponies were very happy and excited.

Twilight: Wow, thank you sir!

Rainbow: Coolest thing EVER!!!!

Applejack: Yeehaa!!! Another medal fer my collection!

Rarity: Thank you darling!

Fluttershy: Um....thank you.

Pinkie: YAY!!!

Pinkie ran up and hugged Optimus's faceplate, Optimus rubbed her mane and stood up. The mane 6 bowed and Optimus bowed back.

Omega: OMEGA SUPREME READY, WAITING FOR LEADER OPTIMUS PRIME!

Optimus walked toward the ship, look back at the large group of ponies and princesses, he nodded and stepped into the ship. The doors closed and the rockets erupted. Omega had flew threw the portal and they were gone. The ponies just stood there, wondering how to go about their normal lives.


Optimus had used the teleporter to send each alien back to their dimension. MC and his Spartans to Halo, Link and Skull to Hyrule, and Phazon to Phaaze. They returned back to Earth where the rest of the auotbots were waiting.

Silverbolt: We're so glad you're back Optimus!

Air Raid: Yeah welcome back!

Optimus: Greetings my brothers, Perceptor load the coordinates of Equestria on Teletran 1 and save them.

Perceptor did that, and then Warpath came out holding the dead Cliffjumper.

Bluestreak: What happened to Cliffjumper?!

Optimus: We need a funeral, a funeral for a fallen hero.


Back at the Decepticon base under water, Megatron was being healed by Starscream yet again.

Starscream: How do you feel oh mighty leader? After being defeated by a bunch of ponies!

Megatron: It was Prime who defeated me! You couldn't even CATCH a pony!

Starscream: It tricked me, honest!

Megatron: Well I hope you're happy now that Shockwave is back on Cybertron, you don't have to wine anymore.

Starscream: I never did! Anyway, do you have any plans on returning to that world?

Megatron: No Starscream, that world is a waste of time and precious energon!

Starscream chuckled and said: Sure it is.

Megatron grabbed the speaker and said: Attention Decepticons! Anyone who delivers the most pain to Starscream in the next 10 minutes, gets a promotion. That is all!

Starscream: What?! What are you doing?!

Megatron: I'm not doing anything.

All of a sudden, the door opened revealing Soundwave, Astrotrain, Skywarp, Thundercracker, Ramjet, Thrust, Dirge, Cyclonus, The Stunticons, The Combaticons, The Predacons, and The Terrocons. They all circled Starscream and were closing in.

Starscream: Now there's no need to...You don't have to do this...Please don't...Please no No NOOOOOO!!!!!!


Back in Equestria, Twilight and her friends were enjoying a picnic under the full moon. They were all chatting and having a good time. Applejack looked at the stars.

Applejack: Twi, ya reckon there are more than just them aliens we met, a whole galaxy full of aliens?

Twilight: Well, maybe, if there are, I hope they are all as peacefull as Optimus.

Rainbow: Or Master Chief.

Pinkie: Or Phazon!

Rarity: Or that charming young lad Skullkid.

Applejack: Or that hero Link.

Fluttershy: Or the Dinobots.

They all laughed and watched the meteor shower. Twilight thought that even though they are worlds apart, they are all united species.

The End.

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