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When an accident sends the Dinobots to Equestria, they must locate the other Autobots and find a way off the planet. But when more than just Dinobots are sent to Equestria too, Grimlock and crew must make friends or become enemies of the ponies.


Follow the story of Optimus Prime and the Autobots as they clash against the evil forces of Megatron and the Decepticons, on a new world filled with peacefull life.

Read the rest of the story here: http://www.fimfiction.net/story/46203/transformers-fall-of-equestria


Official Theme Song:

Transformers Fall of Cybertron - Main Menu Theme (Extended Version)02:51

Transformers Fall of Cybertron - Main Menu Theme (Extended Version)








Gallery:

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Optimus Prime

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Megatron



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Bumblebee



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Soundwave










Transformers fall of cybetron dinobot Grimlock 1 concept art

Grimlock


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Grimlock Dino Form










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Swoop

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Swoop Dino Form











Transformers fall of Cybertron - Concept Art Slug Bot Final

Slag

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Slag Dino Form












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Sludge

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Sludge Dino Form












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Snarl

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Snarl Dino Form











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Grimlock in action










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Twilight, Rainbow, Spike, Rarity, and Fluttershy seeing Grimlock for the first time.

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Fluttershy's first reaction to seeing Grimlock.







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Jazz


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Starscream







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Grimlock's sword and shield











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Onslaught, Brawl, Vortex, Swindle, and Blastoff. The combined form: Bruticus













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Optimus's vehicle mode

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Megatron's vehicle mode











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Bumblebee's vehicle mode

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Soundwave's vehicle mode











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Jazz's vehicle mode

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Starscream's vehicle mode











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Wheeljack












Transformers Fall of Cybertron Video Game Teaser 02

Optimus and Megatron fighting in Canterlot










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Jetfire

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Jetfire's vehicle mode










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Brawl's vehicle mode

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Brawl












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Perceptor

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Perceptor's vehicle mode











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Vortex

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Vortex's vehicle mode











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Cliffjumper

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Cliffjumper's vehicle mode











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Swindle

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Swindle's vehicle mode











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Omega Supreme










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Shockwave

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Shockwave's vehicle mode











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Metroplex














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Bruticus













Metroplex heeds the call

Metroplex heeds the call










Till all are one

Till all are one










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4 main Dinobots










VGA 2011 Transformers Fall of Cybertron Exclusive Trailer01:47

VGA 2011 Transformers Fall of Cybertron Exclusive Trailer

The final battle on Cybertron





Transformers Fall of Cybertron Metroplex Trailer01:57

Transformers Fall of Cybertron Metroplex Trailer

Continuation of the final battle





































































Chapter 1: A New World to Call HomeEdit

"Cybertron......the home world we Autobots have strived to protect from the Decepticons.......can no longer sustain us. Eons of civil war have caused the greatest of casualties: our planet's very core has shut down, halting its production of life-giving Energon. Most of us have abandoned our home, in hopes of finding new life among the stars. We do not know how many of our brothers escaped Megatron's blockade; I can only be certain of this........just one Autobot transport remains. No matter what, I, Optimus Prime, will never succumb to such evil, our race will survive."



"This is what you chose Prime! When you defied me, Megatron! All of this....this war, this horror, this tragedy....is your doing!!!"



"Shockwave reporting lord Megatron. This world that Prime and the Autobots are retreating to....it is a primitive world.......but rich with raw energy."



"You're weak Optimus! Me Grimlock fight while you just run!"



"METROPLEX HEEDS THE CALL OF THE LAST PRIME. THIS IS MY CHOICE, OPTIMUS. YOU MUST USE MY SPARK TO LEAVE CYBERTRON."



"Prime would never abandon Cyberton!"



"Stay and fight me Optimus Prime, I, Megatron, order you!!!"



"Autobot scum!"



"Decepticon punk!"



"Never forget us Prime.......never."



"Till all are one!"



"The Autobots had no choice but to leave Cybertron, and find a new home using the space bridge. There is a portal waiting for us out in space; we have to hurry before the Decepticons get there first."



"I am Optimus Prime, and this is my final message to all Autobots on Cybertron.....Ultra Magnus will lead you now.....I and an elite group of Autobots will go to a new world and hopefully, someday, return to our true home. But until then......we will fight and survive on this new planet.......till all are one."


-The Portal-

Transformers Fall of Cybertron First 10 Minutes From First Mission HD10:41

Transformers Fall of Cybertron First 10 Minutes From First Mission HD

Beginning of fanfic (watch ALL 10 mintues)










-1 Hour Earlier-



“Pathetic. This is the so called Ark?”



Megatron asked himself as his newest ship sailed across the endless void of space just above Cybertron. He and his Decepticon armada had been slowly approaching the Autobot’s Ark….and they were closing in.



“The Autobots have placed all of their hopes on a glorified cargo hauler.” Megatron finished when his loyal subject approached him.



Megatron faced the communications officer and said, “Soundwave, head to the launching bay and ready the two cables. You will lead the first wave of the assault.”



Soundwave bowed.



“Yes, lord Megatron.” ________________________________________



As Soundwave approached the interrogator of the Combaticons, he couldn’t help but admire his work. The Nemesis had been successfully constructed out of the remains of the mighty Trypticon. It was a most dangerous ship.



Soundwave’s thoughts were interrupted by Vortex ordering around a Decepticon soldier.



“Make sure those tow cables hit their mark. I’ve mapped out precise weak points to hit. Once we’re latched on, I’ll start dispatching the boarding parties.”



The Decepticon soldier nodded, “Yes sir.”



Vortex suddenly got in his face and pointed an accusing finger at him, “Yes sir, WHAT?”



“Yes sir….sir?”



Vortex nodded and said, “That’s more like it. Those Autobots won’t know what’ll hit ‘em. Megatron had The Nemesis designed for maximum carnage.”



The soldier nodded, “Yes sir, sir.”



As the soldier dispersed, Soundwave approached the Combaticon as he spoke, “Your chariot awaits, Soundwave. Watch that first step, it’s a doozy.”



“Affirmative.”



As Soundwave approached the door, a soldier walked up to him and explained the situation.



“Ahh, cannon fire jammed the door release. You got any ideas, Soundwave?” The soldier asked.



Soundwave nodded and approached the jammed door. “Rumble, standby for ejection.”



As he said that, Soundwave pressed a button on his left shoulder, out came the minicon Rumble as he approached the door with his big mallets.



“Let’s Rumble!” The minicon shouted and destroyed the door



“Return.” Soundwave ordered as Rumble transformed back into his compartment. Now that the door was opened, Soundwave approached the tow cable and held on tight.



WHOOSH!



Soundwave held on as the tow cable suddenly blasted out of The Nemesis and was headed for The Ark.



Soundwave gripped the sides as several missiles and explosions appeared in front of him. The Ark was approaching fast as Soundwave blasted through the window to land inside the Autobots’ sanctum.



In his way was another door.



“Laserbeak, eject. Carve an entrance.”



The minicon did as he was told and began opening the door with his laser. Soundwave turned around in panic as several alarms were heard inside the enemy ship.



“Decepticons have breached the ship!”



All of a sudden, Megatron’s voice was heard through Soundwave’s comm link.



“Autobots on your right!”



Soundwave quickly spun around and fired away with his E.D.K. Techvolt. The Autobot soldiers burst to death in an electric explosion.



Laserbeak suddenly screeched loud enough for Soundwave to turn back around. “Excellent, Laserbeak. Access acquired.”



As Soundwave approached the now open door, he looked up and said, “Laserbeak, return.” The minicon transformed back in Soundwave’s compartment as he busted his way through the door.



When Soundwave entered the new facility, Megatron’s voice returned to his comm link.



“Soundwave, the Ark’s defensive cannons are taking their toll. Destroy them!”



“Yes, lord Megatron.”



Soundwave watched as several Autobot soldiers and snipers appeared in the room to defend the ammunition.



“Rumble, Laserbeak, eject!”



Both minicons charged forward and attacked the Autobot soldiers as Soundwave peacefully walked forward.



“Hey, they’re everywhere! How ‘bout less squawkin’ and more shootin’!” Rumble shouted to his fellow minicon above. Laserbeak acknowledged by killing off the remaining snipers.



Soundwave approached The Ark’s defense cannon ammunition and pulled the lever. The shield came down allowing Soundwave to destroy the ammunition. Soundwave pressed his comms link and announced.



“Ark defense systems eliminated.”



Megatron answered, “Excellent, Soundwave. Decepticons, all attack groups clear to traverse cables!”



Outside of the battle, the tow cables latched themselves onto The Ark’s hull now that nothing could stop them. The Decepticons flooded inside the defenseless hope for the Autobots. ________________________________________



Running.



Jetfire had to hurry as Optimus’ signal echoed through his comm link.



“All Fliers and Aerialbots to launch bays! Sever those tow cables! We’re being overrun!”



Jetfire transformed as the door in front of him opened, allowing him to speed through to the endless void of space.



The Aerialbot shouted in his comm link, “Jetfire, launch tube niner en route!”



As Jetfire entered the space battle between The Ark and Nemesis, he fired away at his machine gun while shouting over the explosions.



“Alright, Autobots, let’s turn and burn!”



Jetfire shot down several Decepticon fliers before spotting the tow cable connecting the two massive ships.



“Pound the armor and the outer skin will shatter!” Jetfire shouted and shot away at the two cables. The armor began breaking off as it floated away in little chunks.



After several blasts, a slight bit of red was spotted after he shot at the armor.



Optimus’ voice was heard through the comms link, “There, a chink in the armor! Now destroy it!”



Jetfire quickly transformed and floated in zero gravity as he shot one missile at the chink. The entire tow cable disintegrated before his optics.



“Boom, there it is!” Jetfire shouted and transformed back into jet mode. He fired away at the next tow cable until another chink was found.



“There! Another weak point! Destroy it!” Optimus shouted as Jetfire eliminated the tow cable with ease. “Nice work, Jetfire! You’re stemming the tide!”



“Target acquired.” Jetfire announced and fired away at the final tow cable. With its destruction, Jetfire finished off what remaining Decepticons there were before transforming back.



“Cables are severed, Optimus! We needn’t worry about anymore Decepticon crashing the party!”



Just as Jetfire finished that sentence, the mighty Decepticon combiner soared passed him.



“Whoa!” Jetfire screamed and watched the colossus approach The Ark. ________________________________________



Bruticus slowed his descent by the time he had reached The Ark’s outer hull. Whipping out his spinning blades, Bruticus finished off any Autobots that stood in his path.



When he stopped, Bruticus faced forward when he knew that this would be too much fun.



“THIS PLACE IS CRAWLING WITH AUTOBUGS!” Bruticus shouted and punched away at The Ark’s towers and structures. All the while enjoying stepping on the Autobots.



“GET OUTTA MY WAY!!!”



Megatron’s voice suddenly appeared in his comm link, “No mercy, Bruticus. Make your way to the propulsion deck and gut their engines! The Autobots must NOT reach that space portal!”



“ON MY WAY.” Bruticus said and activated his flame thrower to burn any remaining Autobots. He suddenly approached a large wall filled with Autobot soldiers firing at him.



Bringing his fist down, the pain wave decimated the wall in mere seconds as Bruticus stomped his way inside.



“I LOVE THE SOUND OF AUTOBOTS CRUNCHING UNDER MY FEET!”



The Autobots began firing all they had on this titan. It still wasn’t enough as he reached the next wall. He began punching it causing the entire wall to shatter.



“Hit him with something that will slow him down!” A soldier yelled and fired three missiles at the Decepticon.



Another soldier spoke out, “Like what?! A starship?”



As Bruticus broke through the wall, he continued his massacre when he reached the second wave of Autobots. His spinning blades finished off what remained of them as he destroyed several structures along with two Marauders.



He was an unstoppable killing machine.



“MEGATRON, I’VE REACHED THE ARK’S PRIMARY ENERGON TANK!” Bruticus announced and broke through the wall, thus destroying the only barrier separating him from the tanks.



“HA! THIS ISN’T EVEN FAIR!” ________________________________________



Jetfire swooped down and shot a volley of missiles that struck Bruticus’ armor with no effect. As he passed, Jetfire sent a distress signal throughout The Ark to see if any bot out there could hear.



“Autobots, Bruticus is targeting our fuel tanks!”



“Copy, Jetfire. Jazz is in play.”



In his vehicle mode, Jazz revved up his engine and drove through the tattered areas of Bruticus’ destruction. There he passed several wounded Autobot soldiers picking themselves up. He quickly transformed with his scatter blaster in his arsenal along with his trusty grappling hook.



He grappled over the highest wall and gasped when he saw it all.



Bruticus’ rampage had caused so much destruction on The Ark. He had to hurry right now or else they were all going to be goners.



Quickly sprinting forward, Jazz stopped when he saw Jetfire and his team. Jetfire was holding an injured Autobot in his arms.



“Go Jetfire,” The soldier wheezed, “My spark is finished.”



Jetfire’s expression was soft as he spoke to his injured brother, “Keep your focus, soldier! We’ll get through this!”



Jetfire softly released his grasp from the injured Autobot and turned to face Jazz.



“Jazz, I need to find Ratchet!” Jetfire quickly transformed along with Air Raid and Silverbolt, “When I return I can back you up with an airstrike!”



Jazz chuckled and said, “Don’t keep me waiting long, flyboy.”



Jetfire, Air Raid, and Silverbolt took to the skies as Jazz passed the injured Autobots and made his way to the sound of screaming.



“It’s Jazz, we gotta chance now!” An Autobot shouted and charged to where the mighty Decepticon was. Jazz followed but stopped at the entrance when he saw it.



Bruticus.



There he was just a few feet away from the fuel supply and the brave Autobots were trying their hardest to stop him. Jazz gasped and slowly made his way into the battle.



“Whoa, Bruticus, you are even uglier up close.”



Bruticus turned his way from the sudden insult and chuckled.



“HOW CUTE. THE LITTLE AUTOBOT WANTS TO PLAY.” ________________________________________



Luckily the two cables lasted long enough for the Decepticons to enter The Ark to destroy it from the inside out. With the leadership from an elite team, the Stunticons had made their way from blasting Autobots on the inside, to finishing them off on the outside.



A large door opened up letting Motormaster and his team on the outside of The Ark.



Once there, Motormaster pressed his comms link and asked, “Yes, lord Megatron, what is it that you desire?”



Megatron’s voice answered, “Oh spare me your patronage! Quickly, Bruticus is under attack and needs immediate assistance! If he fails I want you and your Stunticons to finish the job! Destroy the fuel tanks!”



Just as Megatron’s voice went away, a large group of Autobot shot gunners came nowhere.



“Stop right there, Decepti-creeps!” One of them shouted and cocked his weapon.



While Breakdown began to cower, Dead End chuckled and looked up at Motormaster hopefully. Motormaster nodded and lifted up both fists.



“Stunticons….UNITE!!!”



All of a sudden, Breakdown and Wildrider transformed into the right and left leg and landed in front of the Autobots. Motormaster transformed on top of them and formed the body and head. Dragstrip and Dead End transformed in mid-air and landed in the arm sockets forming the arms.



The Autobots backed away in fear when a massive purple sword transformed into the right hand of this beast. The optics glowed dark as it began to talk.



“MENASOR CRUSH! DESTROY!”



And with that threat laid out, Menasor lifted up his massive purple sword and brought it down. The Autobots were either killed or flung to the sides as the mighty combiner stomped his way to the fuel reserves.



“WHEN BRUTICUS FAILS, MENASOR PREVAILS!” The combined Decepticon screamed and swung his sword at several Autobot defense turrets.



“How many of these things do the Decepticons have?!” An Autobot screamed as Menasor destroyed the closest bridge to him causing the remaining Autobots to fall to their deaths.



Menasor slowly approached another wall and repeatedly hit it with his sword. But something stopped him before he could do it. A massive missile hit him in the back.



As Menasor fell to one knee, he looked back, “WHO DARES ATTACK MENASOR?!”



He caught his assailant to be an Autobot defense cannon aiming right for him. He quickly stood back up and made his way to the defense cannon. It fired one more shot where Menasor deflected it with his hand.



“SO WEAK!”



Menasor brought his hand down and ripped the cannon off with pure ease. He then chucked the destroyed turret at a large group of Autobots who died instantly.



Megatron’s voice came back through the comms link, “Menasor quit fooling around and get to the fuel tanks! Bruticus can’t take much more!”



“VERY WELL, MEGATRON.” Menasor said and stomped his way to the fuel tanks.



He killed everything in his path. ________________________________________



Hound watched above from a defense tower when he saw the Stunticons form an even stronger being. Now he was scared. Suddenly, Optimus’ voice came from his comms link.



Hound pressed the side of his head and asked, “What is it, Optimus?!”



“UGH Hound! Quickly, we need our defense cannons back online! There have been reports that Menasor is going to attack the fuel tanks!”



Hound nodded and said, “Yeah, I’m watching the son of a rust bucket right now. What do we do, Optimus?”



Optimus answered, “I am far too busy holding off the Decepticons on the engine deck! Soundwave has sabotaged our defense cannons! Get more ammunition from the supply depot and transfer it to the cannons!”



“Will do, Optimus. Hound out.”



Hound deactivated his comms link and whipped out his assault rifle. He suddenly escaped his tower and fought his way to the supply depot. He followed several Autobot soldiers and climb inside a large trench they designed on the outer Ark’s surface



Hound got to cover when the Decepticons had surrounded him. He pressed his comms link and shouted, “Autobots, this is Hound, I need immediate evacuation from my current position so I can get to the supply depot!”



Jetfire answered.



“This is Jetfire; I’m assisting Jazz in battling Bruticus at the moment!”



“Can you send someone else?!” Hound shouted and fired away at the Decepticons in his path.



“I can send Air Raid but that’s all!”



“Do it!” Hound screamed and stabbed a Decepticon in the chest and used him as a shield to deflect the bullets being shot at him.



As Hound blasted his way through several Decepticons in his way, he looked up to see a jet soaring straight for him. He waved out and shouted, “Air Raid, down here!”



But instead, the jet fired two missiles that struck the ground Hound was on.



Hound landed on his chest and looked up to see the Decepticon symbols on those jets. He sighed and stood back up with his assault rifle already out.



“Air Raid, where are you?!” Hound screamed through his comm link.



“I’m comin’ just hold up!”



Hound growled and charged forward while kicking a Decepticon across the face. “I don’t have time for this! I’m going it alone!”



That was a mistake.



He was surrounded in mere seconds. Hound quickly got to cover and fired from behind the little wall that protected him. He looked slightly passed the wall to see the supply depot not too far away.



“There! I gotta get passed these ‘Cons somehow!” Hound shouted.



He shot over the wall, hopefully hitting a few ‘Cons, but he couldn’t see clearly. Just as Hound was about to move forward, Optimus’ voice came back in the comm link.



“Hound, we need those cannons online!” Optimus shouted. Hound grumbled and shot a red tank. The explosion killed the three Decepticons that stood by it.



“Gonna be a cycle or two!” Hound struggled over his words when the Decepticons moved in on his position.



“Hound you have to hurry! I can’t hold them off for much longer and-AHHH!!!”



It suddenly went static.



“Optimus? OPTIMUS?! Scrap!” Hound screamed and slashed at the nearest Decepticon. Just when things couldn’t possibly get any worse…



A Leaper landed a few feet away from him.



Hound yelled in frustration when the Leaper approached him while laughing. “Another Autobot will bite the dust!”



But the Leaper didn’t attack. Hound looked back to see Air Raid swoop down and shoot the Leaper square in the chest. He wasn’t affected, but it was just enough time for Hound to get passed him and make it to the supply depot.



Once inside, he picked up an Energon fuse and scrambled out.



“Air Raid!” Hound shouted as the Aerialbot flew down. Hound quickly jumped forward and latched himself onto his belly. Hound was mesmerized.



He was witnessing the intense battle unfold from sky view. The Autobot flyers tried their best to take on the invading Decepticons who fell from The Nemesis ship above. But he was already out of time.



Air Raid shouted from above, “Hound, we got Menasor just a few hundred feet away! I’ll drop you off by the nearest cannon! Once there, inject the fuse and kill Menasor!”



“Got it, going down!” Hound shouted and let go.



He crashed on the inside of the closest cannon. He groggily got up to see that the inside could be operated manually. Outside was Menasor slowly approaching the fuel tanks.



“Not on my watch.” Hound shouted and implanted the fuse. All of a sudden, the inside of the cannon lit up and began to tremble. Hound backed away and watched as the cannon lifted itself up and shot away at Menasor.



The mighty Decepticon screamed in pain when he got shot directly in the face. Hound smiled when the colossus fell straight on his back.



Hound pressed his comms link and announced, “Optimus, I got one of the cannons online! Hopefully it will be enough to stop the rest of invading-“



A massive explosion came from the engine deck.



Hound fell to his knees as the tremor passed through the entire Ark. The Autobot looked through the window and saw the engine deck literally on fire with several Autobots charging forward.



He pressed his comms link again and sent out a distress signal.



“Air one eight to ground, that last blast took a toll on Optimus! You wanna help, the time is now!”



Hound wasn’t even paying attention when the Decepticon slowly approached from behind him. A slight noise was heard causing the Autobot to turn around.



Only to run face-first into a Decepticon.



The Decepticon suddenly grabbed Hound’s throat and lifted him off the ground. Hound held onto his enemy’s hand as he looked down at the piercing red optics.



He spoke.



“The name’s Makeshift.”



And with that, Makeshift chucked Hound straight through the cannon walls. ________________________________________



“Barricade, answer your comms link!”



The said Decepticon groaned and pressed the side of his head.



“What is it, oh mighty Megatron?” Barricade asked with a hint of boredom escaping.



Megatron growled and shouted back, “Menasor is taken down! I need you to assist Bruticus so he can destroy the last bit of fuel reserve the Autobots have left!”



Barricade chuckled and said, “Awww your precious combiners have failed to do their duties.”



“BARRICADE! I order you to do this or you will not be returning to The Nemesis! Get to the fuel reserves now!” Megatron screamed.



Barricade was taken aback and screamed, “Megatron, you gotta let me in on The Nemesis! If we destroy The Ark and I’m still on it then-“



“NO EXCUSES!”



And with that, Megatron’s voice went static.



Barricade growled and lifted up his assault rifle. “Decepticons, group up!”



Several Decepticon soldiers pilled around Barricade waiting for orders. He pointed a finger at several of them and shouted, “You all come with me! We’re going in to assist Bruticus so he can destroy the fuel tanks!”



The soldiers shouted in unison, “Yes sir, sir!”



Barricade faced forward and looked at the runway placed before him. It was tattered and destroyed with several Autobot roadblocks obscuring the road. Barricade growled and pointed forward.



“Decepticons, mobilize!”



He then transformed and took off down the road. Following him were several Decepticon soldiers in their vehicle modes. Barricade broke through the Autobot roadblocks with ease thus allowing his soldiers to follow without disruptions.



He rammed into several Autobots as well causing him to laugh with joy. Ramming into Autobots always made him happy. It wasn’t long before they had arrived to Bruticus' location.



Barricade and his soldiers transformed and stared in awe at what was placed before them.



Bruticus was getting the scrap kicked out of him by the Autobot Jazz and Jetfire. Jetfire flew down and shot two missiles that collided to Bruticus’ chest, sending him straight for the Decepticons.



“Get out of the way before he-“ Barricade screamed before the massive body rammed into him causing both Decepticons to fly over The Ark’s outer hull.



Both Bruticus and Barricade flew passed The Ark’s engines and out into deep space. ________________________________________



-Present-



As Bumblebee crawled towards Optimus Prime, he could see the carnage placed before him. There was Optimus, with his massive sword taking on his old foe; Megatron, with a sword of his own. Bumblebee was much weakened from that hit, he could barely crawl anymore, but he had to push forward.



When Bumblebee stood up, Megatron had kicked Prime to the ground. As Optimus dropped his sword, Megatron ripped a massive cannon off from a destroyed ship they had been fighting by. Megatron pointed the cannon at Optimus Prime. “This ought to do the job!” Megatron shouted.



Bumblebee crawled in closer to hear Optimus speak, “Even if you destroy me, Megatron, others will rise to defeat your tyranny.”



“Then I’ll just have to destroy you all!” Megatron shouted and shot the missile at Optimus.



Bumblebee quickly got up and jumped in front of Optimus Prime. The missile collided perfectly to Bumblebee’s chest and he flew back and hit Optimus. Prime got up and looked at the sacrifice his friend had just committed.



“Bumblebee!” Optimus shouted with hopes for Bumblebee to still be alive.



Megatron threw down the cannon and spat out, “What a waste of Energon!”



Optimus lifted up Bumblebee with his left hand, Bee still didn’t move as he noticed the large hole in his chest. Optimus Prime looked at his hated brother and spoke, “After eons of conflict I finally see the truth of your words, Megatron.”



Megatron regained his sword and walked closer to Optimus Prime.



“And what might that be, Optimus?” Megatron asked as he brought down his sword on Optimus’ head. But the great leader of the Autobots caught Megatron’s hand before he could bring down the sword. Megatron glared at Optimus as he spoke.



“This universe, no matter how vast, will never be big enough for you and I to coexsist.”



With that, Optimus brought back his fist and punched Megatron straight in the stomach. Megatron flew back from the massive punch and landed on a platform. He looked up to see Optimus Prime flying straight for him.



Megatron rolled over as Optimus brought down his sword where Megatron was but seconds ago. Megatron got back up and noticed Optimus was already standing with his sword gripped. Megatron gripped the sword of his own and stared down his most hated enemy.



Then they struck.



Optimus Prime and Megatron went at it like two animals in a cage. Slashing and stabbing with each second, Megatron dodged Optimus’ slash and punched Optimus in the back. Unfazed by this, Optimus turned around and smacked Megatron in the face with his sword.



Megatron fell back and lay down as Optimus approached. Megatron looked up to see Optimus raise his sword and bring it down on his abdomen.



“ARRRRRGGGGGHHHH!!!” Megatron wailed in pain as Optimus dug the sword in deeper.



Before Optimus Prime could finish it, a powerful tremor erupted in The Ark. Both leaders flew back and landed on their chests. The sword had fallen off of Megatron as he began to stand up. The reason for the tremor was clear. Optimus looked up from the ground and saw the portal growing so near, it was literally tearing The Ark apart!



Optimus got back up and picked up his sword, Megatron did the same and charged at Prime. Optimus defended himself to the best of his abilities but it still wasn’t enough. Megatron brought up his sword and hit Prime in the chest! The large gash instantly leaked Energon and sent sparks everywhere as Optimus fell to one knee.



Megatron lifted up his sword but Optimus reacted quickly and charged his sword straight for Megatron’s chest. Megatron dodged it with ease and punched Optimus in the back. With Optimus facing away, Megatron brought back his sword and impaled Optimus in the back, the sword going straight through his abdomen.



“GRAAAAAA!!!” Optimus screamed in pain as the sword was ripped out sending shrapnel all over the ground.



Megatron’s victorious moment was interrupted by yet another tremor in The Ark sending both leaders off the platform and headed for the portal!



Optimus and Megatron held on for dear life as they both noticed the portal was very close now!



“No, the portal!” Megatron yelled in fear as he felt himself being sucked in.



“The vortex is tearing the ship apart!” Optimus yelled and grabbed onto the hull of The Ark as he as well felt himself being sucked in.



Megatron looked over for a split second and saw Optimus holding on to the ship. He lifted his right hand and punched Optimus in the face. Optimus retorted back by kicking Megatron in the face. Megatron almost fell off but grabbed onto the ship just in time.



“Nooooo, I will not be denied!!!” Megatron shouted as his grip loosened and he was sucked into the portal to go to Primus knows where. Optimus couldn’t hold on anymore as the powerful vortex was sucking him in with intense force. Prime let go and flew back with Megatron.



As of Optimus Prime and Megatron, The Ark and The Nemesis were being sucked into that unforgiving portal closer and closer. The tentacles of The Nemesis broke off of The Ark as the ship began spinning from the force of the vortex. Several explosions rocketed through The Ark as it drew nearer to that portal. Both ships suddenly were sucked in violently as the portal closed……forever.



Then all was quiet in space. ________________________________________



-Unknown-



A new portal opened.



Both Ark and Nemesis blasted through it and hovered in space just above a new planet. The massive ships collided once more before breaking apart and heading for the nearest planet’s atmosphere.



The planet was very colorful, its oceans and grounds spread across the landscape as both Ark and Nemesis slowly approached.



The intense gravitational pull of this new world was too much as The Ark and Nemesis began to explode, sending several Autobots and Decepticons out of the ships and into the atmosphere.



Optimus Prime fell like a meteor as the gravity of the planet brought him in closer. Megatron was just the same as his metal armor burnt against the gravity of this new world.



The Ark and The Nemesis exploded with several beams of explosive light that spread through the atmosphere and reached the ground of very….observing eyes. ________________________________________



Applejack’s silent breathes were barely heard as she was drifting through several of her various dreams. Her chest rose and fell from underneath her bed sheets as she let out another volley of exhales.



Suddenly, a bright light seeped through her window, causing the farm mare to wake up.



Applejack rose from the bed and scratched her mane. Whatever was making that light…it was coming from outside.



She slowly got out of bed and made her way to the window…where to her great amazement…she saw two shooting stars sailing down from the sky. The orange mare gasped and held her breathe when she witnessed these two meteors heading into her home’s orbit.



“Oh mah stars…” Applejack gasped and watched as both meteors crashed into the Everfree Forest. ________________________________________



Another light broke through the unicorn’s home.



Twilight Sparkle opened her eyes to see a bright light coming from her window. It was the middle of the night…who would be doing this?



Just as Twilight rose out of bed, she just imagined it would be one of Pinkie’s parties late at night. But when she stepped out onto her balcony, the unicorn knew it was no kind of party.



Two shooting stars were falling straight into Equestria’s orbit, one was the color orange…and the other was purple.



“In Celestia’s name…” Twilight gasped and watched both meteors. Suddenly, several pieces of space debris, or what Twilight assumed to be, broke off from the meteors and followed them deep into the closest Forest.



Which was the Everfree. ________________________________________



Grimlock awoke.



He barely got up to see he was in a dark area, surrounded by many trees. When Grimlock was fully awake, he stood up and saw that he was taller than the trees. He looked on the ground and saw a crash landing.



"Where am I?” Grimlock asked himself and rubbed his head, “All I remember is smashing the controls on Shockwave’s computer and trying to escape the Space Bridge….then nothing.”



Grimlock walked around and saw the bright moon and stars in the sky. "SLUG!!! SNARL!!!! SWOOP!!!!! WHERE ARE YOU?!" Grimlock yelled in the open. He wasn't mad; he was just worried that his Dinobot brothers were nowhere to be seen. He would never let another Dinobot perish!



Many strange things came out of the trees that Grimlock didn't know what they were. Some could fly while others scrambled away.



“This is not Cybertron…that space portal that Shockwave was talking about…is this the world?” Grimlock asked himself and touched the closest tree.



“I have to find my team…maybe they know what happened.”



Grimlock kept walking for many hours until the sun came up. Whenever he took a step, it sounded like a bomb going off. Grimlock came to a clearing and stared at the rising sun.



Grimlock felt himself calm down while staring at that peaceful sun; he just hoped that this world was just as peaceful. He didn’t want it to be another Cybertron like planet, brothers against brothers, fighting for what you believed in, and no end whatsoever.



Grimlock sighed and kept walking until he came to a grassy meadow. "This world sure is nice…I wonder what it’s called?" Grimlock said and stomped into the meadow. Grimlock looked around, still no sign of any Dinobots. Until, Grimlock saw something that interested him.



A small cottage on top of a small hill, it was close to the forest he came from.



"A dwelling? Who would live in such a small house? Whoever lives there….they will tell me where my team is…or I will force them to." Grimlock said and began stomping towards the small cottage.



Little did Grimlock know…that what he was about to see….would change his life.



Grimlock stomped closer and closer to the little cottage. He came across a small bridge; he easily stepped over it and bent down to have his head close to the door to meet whoever lived here.



Grimlock brought his large finger up and slowly, brought it to the door. ________________________________________



Fluttershy was doing her normal duties on caring for the animals. Feeding them, giving them water and all that. Fluttershy poured some kibble into a dish and brought it over to Angel.



"Now come on Angel Bunny, eat up." Fluttershy said with a smile. Angel pushed away the food in total disgust.



"Oh come now Angel, you have to eat something?" Fluttershy pleaded.



Angel crossed his arms and looked away. Fluttershy put on a stern face. "Angel, you are eating this food right now or you will not get any dinner." Fluttershy warned.



Angel glared at her. Fluttershy put on an even sterner face. "Either you eat this food or-" Fluttershy began but was interrupted by three loud knocks on her door.



A deep male voice began to speak from the outside. It said, "Who lives here?"



"I’m coming!" Fluttershy quietly yelled. She trotted to the door and slowly opened it.



"Yes hello, how can I help yo-" Fluttershy began but stopped as she saw who was at the door. Her mouth hung open and her eyes kept growing wider and wider.



At the door, was a giant black face with a glowing red slit for an eye, it had no mouth but it was still terrifying to look at. The creature backed up slowly as it was surprised as well. Fluttershy looked at how massive it was. It had to be as big as a dragon!



It had shiny golden armor along with some black and red armor here and there. It had many glowing red lights on it, Fluttershy didn’t understand what the purposes for those lights were, then again, and she didn’t understand what she was looking at.



The creature finally spoke.



"What the......?"

Chapter 2: MonsterEdit

Grimlock stomped closer and closer to the little cottage. He came across a small bridge, he easily stepped over it and bent down to have his head close to the door to meet the human. Grimlock brought his large finger up and slowly, brought it to the door.


Fluttershy was doing her normal duties on caring for the animals. Feeding them, giving them water and all that. Fluttershy poured some kibble into a dish and brought it over to Angel.

"Now come on Angel Bunny, eat up." Fluttershy said with a smile.

Angel pushed away the food in total disgust.

"Oh come now Angel, you have to eat something?" Fluttershy pleaded.

Angel crossed his arms and looked away. Fluttershy put on a stern face.

"Angel, you are eating this food right now or you will not get any dinner." Fluttershy warned.

Angel glared at her. Fluttershy put on an even sterner face.

"Either you eat this food or-" Fluttershy began but was interupted by three loud knocks on her door.

A deep male voice began to speak from the outside. It said, "Hello, anyone in there?"

"Coming!" Fluttershy quietly yelled.

She trotted to the door and slowly opened it.

"Yes hello, how can I help yo-" Fluttershy began but stopped as she saw who was at the door. Her mouth hung open and her eyes kept growing wider and wider.

At the door, was a giant black face with a glowing red slit for an eye. It had no mouth but it was still terrifying to look at. The creature backed up slowly as it was surprised as well. Fluttershy looked at how massive it was. It had to be as big as a dragon!

It had shiny golden armor along with some black and red armor here and there. It had many glowing red lights on it. The creature finally spoke.

"What the......?"

Fluttershy couldn't believe it could speak. So she did the only thing she knew what to do when she saw a creature that was horrifying.

She screamed as loud as she could.

Grimlock grabbed his hearing processors from the loud shriek. He clutched his head as she continued to scream.

"AHHHHH!!! Why you do that?!" Grimlock asked.

Fluttershy stopped screaming and looked frantically, she saw Ponyville and knew exactly what to do. She spread her wings and flew as fast as she could away from the creature and towards Ponyville.

Grimlock watched the strange creature fly away, he scratched his head and asked himself, "What that about?"

Grimlock thought that if that creature with wings was going towards that town, then there must be humans there.

"Humans help Grimlock! Me go to town!" Grimlock said and stomped towards the town.

As he stepped, he made loud thunderous footsteps everytime he took a step. Animals were frightened and either flew or scurried away at this massive beast. Grimlock finally came up to a bridge. On it were to carriages, each filled with trash. In the front were two more of those creatures talking. Grimlock didn't want to step in the water around the bridge, it would get his feet all rusty, he had to pass on the bridge, Grimlock stopped and listened.

"And so he put his foreleg around me and started nuzzling me!" Lyra said.

"OH MY GOODNESS! Then what happened?!" Bon Bon asked.

"Well, he-" Lyra began but was interupted by a loud male voice.

"Can me pass?" The voice asked.

"Yeah yeah, in a minute." Lyra said not looking back.

"Okay, what happened next?" Bon Bon asked.

"Anyway, he whispered in my ear and told me that he-" Lyra began but was interupted again.

"Me want to pass!" The voice sounded angry.

"I said in a minute!" Lyra said not looking back again.

"Me Grimlock no wait for minute!" The voice said again, this time really angry.

Lyra was getting mad too, "Look buddy, why don't you just go around us?!"

"Me just walk over you." The voice told them.

"Fine, anyway as I was saying he told me that he lov-" Lyra began but saw a large shadow loom over her and Bon Bon.

The two mares looked as a giant foot landed in front of them, then another. Soon they saw a giant monster walking in front of them. It was headed for Ponyville!

"MONSTER!!!" Lyra and Bon Bon screamed.

"Wha?" Grimlock turned around to see the two little creatures screaming and running passed him. They were both headed for the town.

"Earth very strange, must find humans, me Grimlock need to get back to Ark." Grimlock said and stomped towards the town.


Twilight rose out of bed and yawned. The sun was shining brightly in her little library home. She smiled as she went down the steps and saw Spike eating some breakfast.

"Morning Spike." Twilight smiled as she walked towards the table.

"Morning Twilight!" Spike said as he ate another apple.

"Did you finish your morning chores?" Twilight asked.

Spike stopped and said, "Ummm, I couldn't finish them because I went to Rarity's to help out with stuff."

"Spike! You know it's your job to clean the bookshelves in the morning!" Twilight said a little angry.

"I'm sorry Twilight! Please, I only came here to get some food, can I please go back to Rarity's to finish helping her?" Spike pleaded.

Twilight raised an eyebrow sternly. "I'll do extra chores tomorrow I swear!" Spike pleaded.

Twilight giggled and said, "Oh, okay Spike."

Spike smiled and hugged Twilight.

"Thank you!" Spike said.

"No problem, but you have to do more chores tomorrow." Twilight told him.

"I will!" Spike said. Twilight smiled and let Spike run out the door to Rarity's.

Twilight sighed happily and bit into an apple. She sat down on the couch and began reading until she heard several knocks on the door. She trotted up to it and opened the door. To Twilight's surprise, she saw Fluttershy who was shaking with fear, and tears streaking down her face.

"Fluttershy, are you okay?!" Twilight asked.

Fluttershy began crying again, she went up and hugged Twilight still crying.

"It's okay Fluttershy, just tell me what happened." Twilight told her.

Fluttershy let go and stared at Twilight, her eyes were full of tears.

Fluttershy began to speak but it came out as a stutter, "I-I-I-I s-s-s-saw a-a m-m-m-m-m-"

"What is it?!" Twilight almost yelled.

"I SAW A MONSTER!" Fluttershy weaped and cried again.

"A monster? What kind of monster?" Twilight asked.

"I don't know Twilight, I know almost every animal there is, but I have never seen an animal like that." Fluttershy wiped her nose.

"Did it hurt you?" Twilight asked.

"No, but it was sooooo scary," Fluttershy shaked in fear, "And.... OH NO, it could be harming my animals!"

Twilight patted her on the back, "Don't worry Fluttershy, we'll go see this monster and try to make it go back to the Everfree forest okay?"

Fluttershy wiped her nose and said, "Okay."

"Now come on, let's go get the rest of our friends and we'll get this monster back in the Everfree." Twillight said and walked out the door with Fluttershy behind her.

The two mares kept walking until they came to a loud scream. Twilight looked over and saw Lyra and Bon Bon galloping as fast as they could inside Ponyville. They were both screaming.

"MONSTER!!! MONSTER!!! EVEYPONY RUN!!!!" They said as they sped by Twilight and Fluttershy.

All of the ponies started running as they heard the word monster. Fluttershy curled up and shaked with fear.

Twilight stood on top of a podium and said, "Everypony stop!" They all did and looked at Twilight.

"This monster may be peaceful, we just have to see it and try to be nice. Maybe it will go back where it came from if we just-" Twilight was saying.

All of a sudden, the ground shook. Then it shook again, every two seconds the ground would shake. Twilight looked at Fluttershy who was cowering even more.

All the ponies were getting worried as the ground shook. Suddenly many more screams were heard. Twilight looked over as she saw many ponies running in a direction and screaming.

Twilight looked up and saw what they were running from.

A giant, red eyed monster with glowing red lights all over him. It was very tall, taller than the buildings. It had shiny red, black, golden, and grey armor. It turned and started walking down the road Twilight was on. All the ponies started running except for Twilight and Fluttershy.

It stopped and looked around, Twilight was in total shock and backed away as the monster looked down at her.


Grimlock looked down and saw the creature he saw earlier, plus a new one. This one was purple. Grimlock looked around and finally decided that there were no humans here, just more of these strange creatures.

Grimlock turned around and started to walk away, but when he took one step, a fast blue blur rammed into him straight in the chest. Grimlock took a few steps back from the force of the hit but stood his ground. He looked around at who was foolish enough to hit him.

Suddenly, a blue four legged creature appeared in Grimlock's face. It had a rainbow mane and wings. Grimlock looked at how mad it was.

It spoke and said, "Alright big guy, you think you can come and try to step on us ponies?! You got another thing coming! Now put em' up!"

Rainbow Dash held up her hooves ready to fight. Grimlock just stared. He finally just walked past her and continued to walk away from the town. Rainbow wouldn't let this thing go so easily. She flew up from behind it and bucked it as hard as she could in the back of its head.

This time, Grimlock was angry.

Grimlock turned around in anger and glared at this rainbow creature. It flew back a little but continued her menacing stare.

Rainbow spoke again, "You think you can just walk away?! No you won't, now give up or I'm gonna GACK!!!" Rainbow was suddenly grasped in a giant fist.

Twilight and Fluttershy gasped as the monster grabbed Rainbow Dash. Rainbow struggled to get free but the grip kept getting tighter.

All but Rainbow's head was shown as she looked up in utter terror at the monster's face. Grimlock brought the rainbow creature close to his face. He glared at her.

Rainbow felt her lungs getting smaller and smaller as she gasped for breath. She suddenly stopped and stared at the creature. Her eyes were getting wider and her mouth hung open.

Suddenly the creature spoke.

"Shut..... up." Grimlock said.

Rainbow's lower lip began to quiver. Grimlock shook his head and let go of his grasp. Rainbow Dash fell to the ground and gasped for air.

Twilight and Fluttershy went by her side and looked up at the creature. It was walking away out of Ponyville, nopony stopped it this time.

"Dash, are you okay?" Fluttershy asked.

Rainbow coughed and said, "I'm..... I'm fine."

Twilight looed at where the monster walked.

"What in the hay was that thing?" Twilight asked.

"I don't know Twilight, we have to get Rainbow back to your library, and we need our other friends there too." Fluttershy explained.

Twilight nodded and helped Rainbow up. The three mares walked to the library and got inside.

"Okay girls, I'll go get Rarity, Pinkie, and Applejack, you stay here." Twilight said and galloped out of the library.

Fluttershy began to look at Rainbow and help her.

As Twilight was going to get her friends, she felt scared at how dangerous this monster was.


Grimlock trudged past the trees and stomped his way through the forest. He sat down at the end of a big rocky mountain and thought to himself.

"These creatures call themselves ponies.....so now, me Grimlock know what they are." Grimlock said to himself.

He layed his head back and stared at the bright sun for a long time. Grimlock got tired and shut himself down. Now he was charging up, when he awoke, he would begin his search for the other Dinobots.


"What are ya tryin' to say Twilight?" Applejack asked.

"I'm saying we should go into the Everfree and capture that monster, it is very dangerous and we can't let it be on the loose!" Twilight explained.

Twilight had gotten Applejack, Pinkie, and Rarity into her library as well as Fluttershy and Rainbow Dash to discuss what they should do about that monster.

"How can we capture a dangerous monster?" Rarity asked.

"I'll use my paralizing spell on it, it will pass out and we can subdue it and take it to the Princess!" Twilight said.

"What will she do with it?" Fluttershy asked.

"I don't know, but we can't let it just roam Equestria, you saw what it did to Rainbow!" Twilight said pointing at Dash.

"Oh do we have to go in that dreadful forest? I just got myself cleaned." Rarity complained.

"Yes Rarity. It could hurt somepony or some animal." Twilight told her.

Fluttershy looked up and said, "You're right, I can't let it hurt an animal."

"Of course I'm going! I owe that thing some payback anyway." Rainbow said.

"Ah just can't let you girls go alone, Ah'm comin' too." Applejack said.

"Well, I suppose I can get my hooves dirty for you all." Rarity smiled.

"Count me in! Somepony needs to throw that scary monster a party!" Pinkie Pie shouted next.

At that moment, Spike came in.

"Hey everyone." Spike said, "What's going on?"

"Spike, take a letter." Twilight ordered.

Spike got some paper and was ready to write down whatever Twilight said.

An hour later, the six friends were standing in front of the entrance that led into the Everfree Forest. After Spike had sent off a written letter quickly explaining the events that had happened, the Princesse's letter had come back instantly. In the response letter, she wrote that while she did not want them going anywhere near the creature, but she knew that nothing she could say would stop them. Instead, she wished them luck and warned them to not do anything foolish. If they felt that it was too much for them, they were to return to Ponyville at once.

Twilight turned to her friends and said, "You heard the Princess, don't do anything foolish."

The 5 mares nodded and stared at the Everfree. Pinkie Pie stepped in.

"Lets go monster hunting!" Pinkie shouted.


Grimlock awoke after a few hours. His scanners showed that he was alone and fully charged. Grimlock was about to get up when he felt a wet drop land on his head.

"Ughhh, rain." Grimlock said and brought his hand to his head.

But it wasn't rain, he felt it and it was slobbery and sticky. Grimlock looked up and saw small red eyes glaring at him.

The creature jumped at Grimlock's face and started biting him. Grimlock stood up and grabbed the creature and analyzed it. It seemed to be a winged lion-like creature with a tail that had a stinger on it.

"What are you?" Grimlock asked as it continued to squirm and slash. It bit his finger and Grimlock simply crushed it in his massive hand. He let his grasp go and let the dead body of the strange creature land on the ground.

Grimlock shook his head and turned around only to find more of the creatures surrounding him. Soon Grimlock was surrounded by at least 10 of them.

They all glared and prepared to strike. Grimlock shook his head and said, "Me Grimlock gonna win anyway, you all have no chance."

Soon, all ten of them attacked at once. Grimlock punched and kicked and crushed any of them that got close. But one was smart and jumped on his back and bit his neck. Grimlock yelled in pain.

Grimlock's neck was his only soft spot on his body, full of ciruitry and wires. The Manticore bit down hard on the wires. Grimlock grabbed it and threw it hard at the rocky wall. A loud crack was heard as its skull penetrated the rocky surface.

Grimlock wouldn't let up and conitnued to kill all the Manticores attacking him.


The Mane 6 continued to walk through the forest until Fluttershy heard whimpering and growling.

"Oh no! Animals are in trouble! That monster is hurting them!" Fluttershy screamed and flew off towards the whimpering.

"Wait Fluttershy, we don't know if the monster is doing it!" Twilight yelled but Fluttershy was already gone.

"Lets follow her anyway!" Applejack said and galloped towards Fluttershy.

All of them followed Fluttershy towards the whimpering.

Soon all 6 of them came to a clearing, but they all remained hidden. They did indeed see the monster, but what surrounded the monster was dead Manticores. All was left, but one Manticore. It glared at Grimlock hatefully.

Grimlock looked at the last beast and said, "You no give up? You know you gonna lose."

The Manticore continued to glare. Grimlock took notice, "You no give up because you think it make you weak. Me Grimlock respect you for that." Grimlock pointed his finger at the Manticore.

The Manticore started to walk closer to him, still wanting to attack.

Grimlock sighed and said, "But you stupid, you want to fight me but you will lose. Well then, come and get me."

The Manticore charged at Grimlock. Grimlock brought up his foot and crushed the last one. The Mane 6 gasped at what happened.

Grimlock brought up his foot and looked at the massacre. Twilight stepped out of the bush along with her friends. They stopped when Grimlock looked down at them.

Grimlock didn't care that the same ponies he saw earlier were standing there with mouths open, he didn't care that there were other ponies with them, he didn't care that one even had a hat on.

After several moments of staring at each other, Grimlock was getting bored, so he turned and walked away towards the forest.

He didn't even look back to notice the ponies were charging at him.

Chapter 3: The Mane FightEdit

Grimlock kept walking and didn't turn back. That is, until he felt a tug at his right hand. Grimlock brought up his right hand and saw that there was a rope tied around it. Did one of the ponies just try to lasso him?

Turning around, he saw the orange horse holding the end of the lasso with her mouth. Grimlock could easily break this rope off, but before he could even try to touch it, the orange pony yelled, "Now Twilight!"

This orange pony sounded just like Ironhide, only more feminin.

The purple one, whose name was Twilight apparently, shot some kind of purple light out of her horn that struck him in the chest.

To Grimlock's surprise, he felt tired and weaker, Grimlock fell to one knee and was barely awake. He then looked down and saw the blue pony say, "Twilight, I thought that paralyzing spell would work?!"

"It was, I don't know how he's still standing!" Twilight yelled back.

"Well hit him again!" The blue one said.

Grimlock looked up just in time to get hit by another purple light. He felt himself nearly black out, but he forced himself to stay awake. His vision was going static. One more hit, and Grimlock would be put into stasis lock, not again!

Twilight was beginning to charge another blast, but Grimlock had regained his strength and broke the rope. Twilight backed up as Grimlock raised his massive fist in an attempt to crush Twilight. But before he could bring it down, he felt his hand stuck.

Grimlock looked and saw his hand was stuck in a blue aura of energy. Grimlock tried to free his hand, but to no use. He looked behind him and saw the white pony obviously struggling, her horn was glowing.

'What attack is this?!' Grimlock thought to himself as he struggled to get free. The unicorn was visibly struggling to hold him back, but was still hanging on.

Grimlock fell to both knees as he tried to get his hand free, he didn't notice that his head was low to the ground, he didn't even notice the orange pony standing right in front of his face.

But Grimlock did notice the back hooves of the orange pony hitting him straight in the visor. Grimlock stopped struggling and glared at her. Applejack turned around in complete shock.

"Did you just try to buck me? Grimlock?" The creature spoke. Applejack was shocked by the fact that she had just used her full strength to buck the creature in the face, and it didn't even flinch. It didn't even look hurt from that hit. She had kicked him using her full strength!

Rarity herself was shocked as well and Grimlock took advantage of that by finally forcing his hand free from her magical grip. Her yelp of surprise as her telekinesis was broken turned into a scream of pain when Grimlock went to full hight and grabbed her in his massive fist. Grimlock turned back and threw Rarity against Twilight, they both tumbled on the ground and skidded after a few more feet before stopping. Turning around to face Applejack, Grimlock went down and scooped her up, he held the pony in his massive fist as she tried to break out, only her head was visible.

She stopped moving and began to scream in pain when Grimlock began squeezing her with his massive hand.

"Hey! Put her down!" Grimlock stopped squeezing as he tried to locate who had just yelled at him, his visor landing on the blue pony from before trying to put on a brave face.

Grimlock dropped Applejack and slowly began walking to Rainbow.

"You say something to me Grimlock, organic?" Grimlock pointed a finger at her as he moved closer.

Rainbow began to feel the same fear as when she first saw the creature. Grimlock stood in front of her and glared down hatefully. Rainbow began to shake with fear.

"What wrong? You act brave while ago, now you just scared." Grimlock said hatefully.

The only noise that Rainbow made was a small squeak of fear. Grimlock shook his head in disgust.

"You no talk huh? Well let me Grimlock make you talk!!!" Grimlock yelled and raised his massive foot, in an attempt to crush Rainbow Dash.

"YOU LEAVE HER ALONE!!!" Shouted a female voice.

Grimlock put his foot down and was ready to face another pony............only to find himself frozen in fear.

There on the ground, was the same yellow pony with wings, but it had its wings spread out and its eyes glared right through Grimlock's visor, and it made his circuitry freeze. Grimlock backed up in fear.

Grimlock put both hands on his head and clutched it.

'What happening to me?!' Grimlock thought to himself.

Noticing this, she started yelling. "How dare you! I don’t care how scary you are, you do NOT attack my friends. Now you are going to apologize and stop this right now!"

Grimlock struggled harder and clutched his head even more. He didn't know what to do in this crazy situation.

As Grimlock continued to struggle, Fluttershy flew up to his face and continued The Stare.

"I SAID APOLOGIZE!!!!" Fluttershy screamed.

"Shut....the slag.....up." Grimlock struggled with his words.

Fluttershy was really mad now.

"HOW DARE-" Fluttershy began but was hit by Grimlock.

Grimlock swatted Fluttershy away with his hand, it was a weak hit, but it was still enough to make her fly back and ram into a tree. Fluttershy passed out on impact and fell to the ground.

Grimlock was weakened, as he eyed his surroundings he noticed that the white pony was passed out on the ground, the orange one was barely getting up but continued to fall, the blue one was laying on her stomach in fear, the yellow one was passed out by the tree, and the pink one was watching the entire time with a deflated mane.

That left......

Grimlock looked at his last opponent.

Twilight.

Twilight, like Rainbow Dash, tried to put on a brave face, but inside she was terrified. This creature had managed to defeat every single one of her friends. He took a direct buck from Applejack and even resisted The Stare. How was she supposed to fight against something like that?!

To Twilight's surprise, the creature began to stand up and walk away. Part of her wanted to let it go, the other part wanted to stop it before it hurt anypony else.

Twilight knew what to do. She stood on all fours and poured every drop of magic she had on this blast. She fired the energy beam at the monster.

Grimlock felt his entire body freeze. He couldn't move!

Grimlock fought back, but still nothing happened as he was being pulled back slightly.

'Is pony doing this?!' Grimlock thought and continued to move, still nothing happening.

Grimlock, with most of his strength, pushed very hard and barely moved his foot. Twilight had began sweating as she tried to pull back the massive creature, while still trying to keep him frozen.

Grimlock couldn't keep this up much longer, he was losing strength and began to let himself be pulled back. Then Grimlock thought what would happen if he was captured by these things. He would be experimented on, he would never find his Dinobots brothers if he let in!

NOT AGAIN!

He balled his fist as he thought of all he had been through; all he had suffered. ‘Shockwave no stop me, Insecticons no stop me, Megatron no stop me, there is no way a BUNCH OF PONIES ARE GOING TO STOP ME!!!'

Grimlock, with his last strength, pushed with all his might and broke free from Twilight's grasp. Twilight collapsed to the ground, her magic completely drained. Grimlock fell on his knees shortly afterwards, his own transisters pushed to the limit.

They couldn’t help but take one last look at one another. Twilight shivered when she looked in his visor. Now she knew why Rainbow was so terrified, the amount of rage in that red visor would freeze anyone to the spot.

Grimlock was not surprised, many things were afraid of him, even some of his Autobots were afraid. As Twilight opened her mouth, Grimlock expected her to beg for her life, but he didn't expect what she just said.

"Pl-please..... don't hurt them." She begged as Grimlock turned fully around, "Please don't hurt my friends."

Grimlock was surprised, she was begging for her friends lives! That took guts, kind of like how Grimlock would protect his Dinobot brothers. Grimlock began to feel...... respect for the pony.

As Grimlock slowly got up, he turned around and walked into the forest. Twilight was about to pass out herself when she heard the creature say one more thing.

"You no follow me."

And then Twilight blacked out.




Chapter 4: Protect the InnocentEdit

"...Twilight! .......Twilight! ....Twilight can you hear me?"

Twilight slowly opened her eyes and groaned, above her was Pinkie Pie with a sad face.

Twilight got up and rubbed her head, she was still in the forest, all her friends were barely getting up.

To her right, she saw Rainbow Dash sitting on her haunches staring ahead with an empty look on her face. To her left she saw the rest of her friends. Pinkie Pie, her hair still straight, was looking at her with a worried expression. Applejack and Rarity were trying to wake up Fluttershy.

"Are you girls okay?" Twilight asked remembering her last few minutes of conciousness.

"I'm fine." Pinkie said in a very depressed tone.

"Ah'm a little sore, but I’ll live." Applejack answered next as she helped the awakened Fluttershy to her hooves.

"I have a few bruises, but I'll be fine darlings." Rarity brought herself up.

Fluttershy rubbed her head, "I'll think I'll be okay. OW!" Fluttershy touched a bruised spot on her head.

Twilight looked at Rainbow Dash who still hadn't moved.

"Is Rainbow okay?" Twilight asked.

"I don't know, she hasn't moved from that spot eversince the monster left." Pinkie said.

A moment of silence came in until Rarity spoke.

"Well, what do we do now?" Rarity asked.

Applejack looked over to her and said, "What kind of question is that?! We're goin' after that varmint and-"

"No Applejack." Twilight interrupted.

Applejack looked over at the purple unicorn in shock. Twilight continued. "We"re going to go back to Ponyville and alert the Princess to what happened. We'll let the Royal Guards worry about the creature."

Applejack spoke, "But Twilight-"

"Look around you Applejack!" Twilight shouted. "We lost! All of us! That creature managed to beat all of us together! Whatever this creature is, its way more than we can handle!"

Applejack paused and said, "You're right Twilight..... ah'm sorry."

Twilight sighed and said, "It's okay."

“Cheer up darling. The Royal Guard will take care of that creature." Rarity told Applejack.

"I sure hope so." Twilight said and turned back to Rainbow Dash who was still sitting down.

Rainbow Dash was still thinking of what happened.

Inside her mind, she replayed the events of the last few minutes again and again, trying to understand what happened. 'I froze up. That thing was hurting my friends and I froze up.'

Rainbow thought to herself, 'That creature looked at me disgusted, it thought I was weak. I'm not weak, but I still didn't help my friends when they needed me. Do I really deserve to be the Element of Loyalty? Should I just give up?'

Rainbow opened her eyes and thought, 'No, I will not give up. Even if that creature rips me to shreads, it WILL pay for what it did!'

"Twilight!" Rainbow yelled.

"Y-yes Dash?" Twilight asked.

"Which way did the monster go?" Rainbow asked with a pissed off face.

Pointing her hoof in the direction she had seen the creature walking before she blacked out, she replied "Th-that way, but why-" She stopped when she saw the look Dash had in her eyes.

"No....no Dash don't!" Twilight warned but it was too late.

Rainbow Dash zoomed into the sky where Twilight had pointed.

She ignored what her friends said to her below.


"Me Grimlock can rip Decepticons head's off with pure force, me can eat Decepticons with a bite of my dino jaw, why did me almost get captured by little ponies?" Grimlock asked himself.

Grimlock kept walking through the endless forest, feeling very embarrassed at what just happened. He almost was defeated by colorful ponies. How weak of him.

Grimlock finally stopped at an open cave and sat by the outside, thinking of what to do next.

"Me Grimlock lost ponies, good. Now me find Dinobots." Grimlock said and tried his communication device again.

"Me Grimlock, Swoop, Snarl, Sludge, or Slag, you copy?" Grimlock asked.

Still no answer. Grimlock sighed and put his arms to his knees, he was going to have to look even harder.

Grimlock rubbed the back of his head and thought about what he did to the ponies.

"Maybe me Grimlock shouldn't hurt ponies anymore, just because me can kill something, don't mean me should." Grimlock told himself.

"They innocent, me Autobot, me no hurt innocent." Grimlock told himself.

Grimlock put his hands down and stared at the dirt, his peaceful moment was interrupted by a blue blur landing right in front of him. Grimlock looked at the blue pony yet again. It was filled with anger.

"Not you again." Grimlock said, "Can't you take hint?"

Rainbow Dash ignored it and flew at Grimlock full speed. That is, until she was grabbed in Grimlock's massive fist yet again.

Rainbow struggled to get free, but yet again, she couldn't. Rainbow was brought up to the monster's face again, Rainbow tried to act brave this time, it was very hard for her.

Grimlock stood up and brought the pony to his face. They stared at each other for a while until Rainbow yelled, "Let me go and fight me!!!"

"You have big guts for wanting to fight me, Grimlock. Me respect you for that." Grimlock told her.

Rainbow stopped struggling and stared at him, with an eyebrow raised. Grimlock continued, "But you stupid, you know you not win this, so why you keep trying?"

Rainbow answered, "Because you hurt my friends!"

Grimlock cocked his head and said, "Me Grimlock protect myself, you and ponies try to hurt me."

Rainbow opened her mouth slightly.

Grimlock continued, "But since you show bravery, me let you go.......this time."

Grimlock brought his arm back and said, "Now goodbye."

With his full strength, Grimlock threw Rainbow Dash far away from him into the air.

Rainbow tried to regain herself and soon she was flying in mid-air.

"Oh, you'll pay for that!" Rainbow yelled and flew back towards the creature.

But when she got there, the creature was gone.

Rainbow looked frantically and tried to find that stupid monster that just threw her. But to no avail, the creature was no where to be seen.

Rainbow screamed, "WHERE ARE YOU?!?! SHOW YOURSELF AND FIGHT ME!!!!"

The creature still didn't come out.

"You think you can hurt my friends?! You think you can humiliate me and get away with it?! Come out and let's finish this!" Silence was her only answer.

Fighting back angry tears, she looked around the area once more, nothing. The creature had gotten away. She would never have her revenge now.

She closed her eyes and let the tears fall. She was right, she didn’t deserve to be called the Element of Loyalty.

Rainbow looked behind her and saw a cave, she knew it would be a good hiding place for a big monster. She stepped a few inches inside and yelled, "I knew it! You are afraid! Get out of that cave and come fight me you cowar-"

A loud roar was all she heard. Rainbow backed up in fear away from the cave.

She began to see movement inside the darkness as well as two glowing red lights apparently floating above the ground.

She soon realized they were two glowing red eyes.

"Oh no." She flew upwards into the air and avoided the torrent of flames that erupted from the cave.

Rainbow Dash floated in the air. A creature soon emerged from the cave soon afterwards…only it wasn’t the creature she was expecting.

"What have I gotten myself into?" Rainbow said.

Below her, the dragon roared loud enough to puncture her eardrums.

Rainbow flew away as fast as possible, but she heard the dragon following close behind her.

Rainbow flew up straight in the air and looked down, the dragon was below her, glaring with those red eyes. Rainbow had gotten some luck, the dragon couldn't fly.

"Ha, you can't get me now!" Rainbow Dash taunted.

The dragon smirked and said, "I can get you easily, patience will be my greatest ally, you little creep."

Rainbow ignored it and thought of something, she charged straight for the eye of the dragon and hit it. The dragon yelled in anger and tried to hit her, but Rainbow was too fast. He covered his eye and continued to swipe with his long claws.

"Too fast for ya huh?!" Rainbow yelled.

Rainbow continued to ram the dragon everywhere in the face, the dragon was getting annoyed with her attacks and thought of a plan.

When Rainbow came in for another hit, the dragon leaned back and swatted Rainbow Dash with his tail. Rainbow flew back and rammed right into the side of a mountain.

Rainbow was dizzy and fell to the ground with a loud thud. As she was regaining conciousness she saw the dragon getting closer and closer.

Soon the dragon was standing right above her and it chuckled, "You see? Pegasi are so cocky they try all these fancy moves, so I simply counter attacked and swatted you like the fly you are."

The dragon leaned in closer and said, "And now, I get to eat my prize."

Rainbow Dash tried to fly away, but her wing was broken, she screamed in agony as she tried to move it. Rainbow Dash looked up and saw the dragon open his mouth, his fangs dripping saliva.

This was the end. Rainbow Dash was going to die. The thought of her death brought Rainbow to tears, she never accomplished her dream of joining the Wonderbolts, she never found the special somepony in her life, she never got to say goodbye to...... her friends.

Rainbow thought to herself, 'Twilight, Fluttershy, Pinkie, Rarity, Applejack, I'm so sorry, I just wanted to to prove that I could be the Element of Loyalty by getting my revenge. I'm sorry that I failed all of you, please forgive me!' As she begged her friends to forgive her the dragon launched its head forward, mouth open to devour her. Rainbow Dash closed her eyes and waited for the end to come.

After a few seconds of waiting, Rainbow breathed again and noticed that she was still alive.

Rainbow Dash opened her eyes and saw she was protected with a purple shield of energy above her. The dragon couldn't break it as it continued to hit.

Rainbow looked over and saw Applejack running towards her, followed by Rarity, Pinkie, Fluttershy, and Twilight who had her horn glowing.

"Ah got ya Rainbow!" Applejack yelled as she lifted Dash on her back.

Twilight couldn't hold the shield anymore and yelled, "Girls, get out of the way!"

All 6 of them darted to a clearing in the dirt and looked up as the dragon raised a fist to crush them.

Twilight focused again and created a dome of energy protecting them. The fist of the dragon kept on smashing on the dome. Twilight couldn't hold it for much longer.


Hiding behind the trees, was a certain leader of the Dinobots, watching the dragon try to eat the ponies.

Grimlock watched as the giant monster tried smashing the dome over the ponies. Grimlock didn't know what to think.

On one hand, the ponies had definitely gained his respect.

On the other hand…they had attacked him and used some kind of mind trick on him. Attempted to capture him and do Primus knows what to him.

Grimlock put a hand to his chin and said to himself, "Why me care about ponies? They hurt Grimlock, me should not even care about this. And besides......."

Grimlock put his hand down and looked at the ground sadly.

"Me Grimlock no hero, me just big screw up."

That's when he heard the screams.


Back at the fight, the dome protecting the Mane 6 had shattered and Twilight collapsed to the ground in exaushtion. The other 5 surrounded her and cuddled together in fear as the dragon reared down. Even if they would die, they would die together.

Now that the dome was broken, he could eat them.

Opening his mouth wide, he prepared to eat his meal...

...Only to feel something collide with his cheek.

The force of the blow knocked him off his feet and sent him skidding along the ground on his back. Once he had stopped, he groaned in pain as he lifted his head up, trying to spot what had struck him.

There in front of the ponies, in a defensive stature, was a giant metalic like creature with a glowing red visor. It had golden, black, red, and silver armor. It stood in front of the ponies and glared at the dragon.

The ponies looked up to see the creature that hurt them, suddenly blocking the path of the dragon.

The dragon took another look at the strange creature, it looked pissed.

It spoke in a deep voice.

"You make bad mistake! Make trouble, me Grimlock crush you!"




Chapter 5: Battle of the BeastsEdit

The forest was silent as both predators stared at each other for what felt like hours.

"Well" The dragon finally spoke "That was some kick for a creature like you." He rubbed his cheek as he said that. "Speaking of which, what kind of creature are you anyway? I've lived in this forest for many years and have never seen anything like you."

"Me Grimlock, me gonna rip your head off." Grimlock said and clenched his fists in anger.

The dragon was taken back by this, this creature had a lot of guts for trying to fight him "Well then, lets see you fight against this!" Breathing in deeply, the dragon let loose a huge amount of flames at Grimlock.

Grimlock dodged it with ease, and looked back at the dragon.

"You can breathe fire huh?" Grimlock asked, "Well, let me Grimlock make things more even."

After Grimlock had said that, he smashed both his fists to the ground and began to make a changing noise the dragon didn't understand. Grimlock's legs transformed into a large tail, his arms were now legs and his body was changing before the dragon's eyes. Soon enough, the T-Rex head erupted from Grimlock's body and roared so loud it made the forest shake.

The dragon couldn't believe what he just saw, the creature had changed into another monster, this one was even more frieghting than the last. It had razor sharp teeth and short arms, its eyes glowed red with hatred and hunger. Grimlock was now in his T-Rex form.

The dragon had wide eyes, until he finally said, "You can change into a dragon?!"

Grimlock shook his head, "Me Grimlock no dragon, me Dinobot!"

The dragon rolled his eyes and looked back at Grimlock, apparently that was his name because he said it so many times. The dragon eyed him and noticed that he had smoke coming out of his large jaws. The dragon looked down and noticed he was standing in front of the ponies.

"Are you protecting those ponies?!" The dragon asked.

Grimlock growled and said, "You no hurt innocent ponies, me Grimlock won't let you."

Below the beasts, Twilight, Applejack, Rarity, Fluttershy, Rainbow Dash, and Pinkie Pie saw the creature that attacked them suddenly change into something even more scary. It was giant wingless metal dragon, and it looked as if it was defending them. The Mane 6 had wide eyes and mouths agape as Grimlock growled and moved closer to the dragon.

"Fine, I'll finish you off and then I'll eat my prize." The dragon said as Grimlock got closer.

They two beasts stared each other down, Grimlock was barely smaller than the dragon but he didn't care how big the dragon was.

Suddenly, Grimlock roared and charged the dragon, the dragon was about to punch Grimlock, but it was too late. Grimlock rammed the dragon, head first, in the stomach. The dragon was being pushed back by the mighty Grimlock. They stopped when the dragon hit a mountain side. Grimlock reared back and unleashed a torrent of flames from his mouth on the dragon's chest.

The dragon yelled in pain when he realized this beast would not die easily. The dragon brought one hand up and punched Grimlock in the side of the head. The flames from Grimlock's mouth stopped and he backed up, shaking his head to regain focus.

But the dragon was really mad now, he grabbed Grimlock's face with his left hand and held his mouth shut. Grimlock struggled to get free. The dragon was laughing at how easily he just tamed this beast, that is until his fingers got caught in the jaws of Grimlock.

Grimlock bit down with all his strength and the fingers began to break. The dragon was screaming in pain and tried to release his fingers from Grimlock's jaw. With one final bite, Grimlock ripped two fingers off the left hand of the dragon with his mouth.

The dragon screamed in pain and held his left hand.

"AHHHHHH, you little freak of nature!" The dragon yelled.

Grimlock turned back, but this time he was lifted up by the dragon. The dragon held Grimlock above his head and threw him violently away from him, on the ground.

Grimlock transformed back into his robot form and landed perfectly. The dragon saw this and glared at the old form of his opponent.

"HA, you are back to your weak form! You cannot stop me now!" The dragon taunted.

Grimlock, unfazed by his taunting, slowly brought out his right hand and a large orange sword transformed into it. Grimlock held his sword with his right hand and glared back at the dragon.

The dragon saw this and said, "WHAT?! You have weapons too?!"

Grimlock ignored what he said and charged at the dragon, sword raised. The dragon released another fury of flames at Grimlock.

Grimlock acted fast and held his left arm in front of him. On cue, his orange shield tranformed in his left hand and the flames were stopped before they could hit him.

When Grimlock looked past his shield as the fire stopped, the dragon grabbed Grimlock with both hands and brought him closer to his face. Grimlock dropped his sword as he was raised. The dragon glared at Grimlock in his hands.

"So much of that!" He said, mocking the helpless Dinobot. "You’re just like that pegasus, you fall so easil-OWWW!" Dropping his prisoner to the ground, he gripped his hand in pain. Looking at it, he could see that his palms were bleeding heavily from several long wounds. Looking down at his opponent he could see why.

Grimlock had his massive shield out, it had sharp points on it which caused the wounds. Grimlock landed on the ground and got his sword again. The dragon was really mad and grabbed Grimlock and threw him against the side of the mountain.

Grimlock shook his head and had his shield transform back, leaving only his sword. Grimlock looked up and saw the massive claws heading his way, the dragon was going to stab him!

Grimlock moved out of the way just in time because the claws of the dragon hit the mountain was stuck. The dragon tried to release his hand, but it wouldn't move. Glancing over at Grimlock, the dragon almost had a heart attack.

Grimlock looked at the dragon's arm, and back at his sword. The dragon knew what he was going to do.

The dragon was trying his hardest to release his hand from the mountain. But Grimlock started to charge at the arm and jumped in the air.

The dragon looked in terror as Grimlock brought his sword down on the dragon's arm, slicing it in half.

Any pain that the dragon felt before was forgotten. This pain was far worse than anything he had ever felt in his entire life.

The dragon clutched his missing limb and looked in shock at Grimlock, who was standing back up, his sword ready.

"You give up yet." Grimlock spoke evily. "Me keep this up all day."

"I'LL KILL YOU!!!" The dragon screamed.

Grimlock charged forward and the dragon backed up in total fear. Grimlock jumped yet again in the air with his sword raised, he was heading for the dragon's head!

The dragon panicked but suddenly, knew what to do.

The dragon opened his mouth and let out a his deadly flames. Grimlock didn't have time to react before the flames over came his body.

After a loud thud on the ground, the dragon stopped with the fire and looked at Grimlock. There lying on the ground, was Grimlock, covered in flames, he wasn't moving.

The dragon looked at the burning corpse with his mouth wide open. He almost couldn't believe it. The creature was dead. The thing that had nearly killed him, now lay burning just a few feet away from him.

He continued to stare for just a few more seconds before he started to chuckle. That chuckle soon turned into full blown laughter.

The creature was dead! He had won! He may have lost an arm and a few fingers in the process but victory was his! The dragon laughed maniacally.

"What so funny?" Came a pissed off deep voice.

The dragon froze.

"No.....no......it can't be true." The dragon said and looked down.

There in front of him, was the creature, it was still on fire! As Grimlock walked closer, the dragon backed up in fear, Grimlock didn't even look like he was in pain, he just looked glared ahead.

"What....what are you?" The dragon asked shaking in fear.

Grimlock didn't answer, instead he picked up his sword, it also was on fire!

"WHAT ARE YOU?!" The dragon screamed.

After a few seconds of scary silence, Grimlock finally spoke.

"Me Grimlock."

Suddenly, Grimlock threw his sword at the dragon, it stuck with a deadly cutting sound into the stomach of the dragon. The dragon coughed up blood and looked to see Grimlock charging at him.

Grimlock jumped on the dragon and ripped the sword out with a deadly slice. The guts and organs of the dragon came pouring out along with a lot of blood. The dragon screamed in agony and clutched his open stomach. Grimlock climbed up onto the dragon's back, and soon his head!

The dragon looked up to see Grimlock with his sword raised and letting out a deadly battle cry.

With one powerful slice, Grimlock severed the dragon's head from his body. Grimlock and the head, fell to the ground. The large body of the dragon came soon afterwards. After the ground shook a while, all was silent.

Grimlock stuck his sword in the ground and put his foot on the severed head of the dragon. Grimlock raised his fists in triumph.

"ME GRIMLOCK KIIIIIIINNNNNNNG!!!!" Grimlock yelled and pounded his fists against his chest.

"ME GRIMLOCK GREATEST WARRIOR!!!!" Grimlock yelled.

Suddenly Grimlock remembered something.

He looked over to where the ponies were, they were frozen in fear at the events that just happened. The yellow one had tears flowing and the white one looked as if she was going to throw up.

Grimlock took his foot off the dragon head and picked his sword off the ground. The Mane 6 shivered with fear and cuddled closer.

But what they thought he was going to do, he didn't.

Grimlock's sword transformed back. He took one last look at the ponies and turned around and ran into the forest. Loud footsteps became quieter and soon.....silence.

The Mane 6 were scared beyond belief, they slowly got up and walked over towards the clearing into the forest. The creature was gone yet again.

Fluttershy broke the scary silence, "Can we go home now? The monster is gone."

"Grimlock..." Twilight said. Her friends looked at her.

"His...his name's Grimlock." Twilight finished.

The other 5 looked at each other and proceeded to walk onto the trail and out of the Everfree Forest. Twilight followed behind them.

It was a silent walk, and the entire time, Twilight was still confused.

"Grimlock just saved us," Twilight whispered to herself, "But...... why?"




Chapter 6: RecoveryEdit

The Mane 6 had just made it back to Ponyville. Rainbow Dash was sent to the hospital at once. The doctors still didn't believe the story the mares told them, about her trying a new stunt but she crashed.

Nurse Red Heart looked at the bruises and claw marks on Dash.

"That must have been one heck of a fall." Red Heart said.

"Yeah.... it was." Twilight rubbed the back of her head.

Rainbow Dash layed in a hospital bed and picked up a book. Her friends walked by her.

"Don't worry Dash, we'll pick ya up first thing tomorrow." Applejack told her.

"Don't worry guys, I'll be fine here." Rainbow said and began reading.

The other 5 mares walked out of the hospital and into Ponyville. It was beginning to get dark out, and Twilight wanted to ask her friends something.

"Girls, why did Grimlock save us? I mean, we attacked it and it still protected us.' Twilight asked her friends.

"I don't know Twilight, maybe it saw us in trouble and it wanted to protect us I guess." Rarity said.

"That still doesn't make sense." Twilight began.

The 5 mares finally came into Ponyville, they were still discussing.

"No Pinkie, we can't throw a party for it." Applejack told her.

"But why not? It saved us, a party is the least we can do!" Pinkie said smiling.

"It tried to kill us remember!" Applejack retorted.

"But it saved us." Fluttershy quietly said.

"Girls, don't be so loud." Twilight shushed them.

"Ah'm sorry, ah didn't want all of Ponyville to run a muck over the fact that there is a monster in the Everfree!" Applejack yelled.

"Applejack be quiet! Somepony could hear!" Rarity yelled.


Hiding behind some crates, were the Cutie Mark Crusaders, listening to every word the 5 mares were saying.

"Ya hear that? A monster in the Everfree." Applebloom said.

"Ya, I bet we could catch it!" Scootaloo said excited.

"I don't know girls, it sounds kind of dangerous, my sister sounded like she was scared." Sweetie Belle said.

Scootaloo answered back, "Are you kidding?! We could earn our cutie marks lickity split if we caught a monster!"

"Well......I guess we could. But we need Spike to come along!" Sweetiw Belle said.

"Awww, why?" Scootaloo asked.

"Because he's a dragon, and he could help us not get lost." Sweetie Belle explained.

"Okay." Scootaloo said.

Applebloom jumped in and said, "Cutie Mark Crusader Monster Hunters!"

"YAY!" They all said and ran off to the library.

When the three of them got there, they saw Spike sweeping.

"SPIKE!" Applebloom yelled. "Wha?" Spike looked up and saw the Cutie Mark Crusaders.

"Spike, we want you to come with us!" Sweetie Belle said.

"Why, I have chores to do." Spike said.

Scootaloo knocked the broom out of his hands and said, "We want you to come monster hunting with us."

"Monster hunting? Is this another one of your cutie mark attempts?" Spike asked. "We will get it this time. But we need you to come with us so you could guide us back." Scootaloo told him.

Spike leaned in and said, "Okay look, I can't leave the library until Twilight gets back, but if you three are going into the Everfree alone, then I have to go and look after you three."

Sweetie Belle, Scootaloo, and Applebloom beamed and hugged Spike.

"Okay, okay, you're making me blush. Now let's get going and we have to be back before nightime okay?" Spike asked.

"Okay!" The cutie mark crusaders said together.

So Spike led them out of the library and towards the exit of Ponyville.


The 5 mares had now gotten back to the library, they were to discuss more on this topic inside. But when Twilight opened the door, Spike wasn't there.

"Oh great, now where did that dragon go?" Twilight looked around and still nothing, the other mares began to look as well.

Twilight was getting worried, "SPIKE!!!!"

"Where are you Spikey Wikey!" Rarity yelled, she knew if it was her voice that was heard, Spike would come at once. But Spike still didn't come.

"Where is Spike?" Twilight said. Suddenly the door opened and Big Mac came in with a worried face.

"What is it Big Mac?" Applejack asked. "Have you seen your sister?!" Big Mac asked Applejack.

"No....I thought she was with you." Applejack said. "She hasn't come home, and it's almost night!" Big Mac yelled.

Applejack was worried now, her sister was nowhere to be seen. "Wait a minute, did Sweetie Belle get back to the Boutique?" Rarity asked Macintosh.

"Nope." He said.

"Oh no...." Rarity said.

"What?!" Applejack yelled on the verge of tears.

"Applebloom, Sweetie Belle, Spike. They went on another cutie mark adventure and they took Spike with them!" Rarity panicked.

Twilight began to stomp her hooves on the ground in fear. "We have to go get them, it's not safe out there with the mon-" Pinkie began but was shushed by Rarity.

"The what?" Big Mac asked.

"Nothing, we'll go find them Big Mac." Twilight said and galloped out the door with the other 5 mares. Applejack stopped and said, "We have to go tell Rainbow!"

They all nodded and sped off towards the hospital. When they got to Rainbow's room, they saw her still reading.

"Hey guys what's up?" Rainbow asked.

"Rainbow, we're going to find the Cutie Mark Crusaders and Spike, they got out somewhere and Grimlock is still out in the forest, they can't go in the Everfree!" Twilight explained.

"What?! My biggest fan Scootaloo is out in the forest?! I'm coming too!" Rainbow said and got out of bed.

"But....you're still in the hospital." Rarity said. Rainbow shook off the bandages and said, "I'm fine, now let's go!"

The Mane 6 sped off out of the hospital, with doctors yelling at them.

It was nighttime now, Applejack was running faster with the thought of her little sister being attacked by a monster.


Inside the entrance of the Everfree Forest, The cutie mark crusaders and Spike were standing there. Applebloom felt a feeling of fear move in and out of her.

Scootaloo started to walk inside and said, "Come on, those cutie marks won't get themselves!"

"Stay together though." Spike said and walked alongside Sweetie Belle and Applebloom. Scootaloo was leading the pack in the dark forest. She wasn't scared, but her friends were. Just as they were getting closer to another route, they heard galloping behind them. They turned to see the Mane 6 galloping towards them.

When Applejack got close she hugged Applebloom. Rarity hugged Sweetie Belle, and Twilight hugged Spike. Rainbow went by and put her arm around Scootaloo's neck.

Applejack released herself and yelled, "What were you thinkin'?! Going in the Everfree at night, ah told ya never to come here!"

"Ah'm sorry Applejack, we just wanted out cutie-" Applebloom began.

"Yer Cutie Marks, yeah ah heard it before." Applejack said and gently stroked Applebloom's mane. "Don't ever scare me like that again." Applejack told her.

"Spike what were you thinking?!" Twilight yelled.

"I'm sorry Twilight!" Spike said.

"No, you're grounded!" Twilight yelled.

"But-" Spike began but had a hoof put to his mouth.

"Sweetie Belle how could you?! Scaring your big sister like that!" Rarity yelled.

"I'm sorry Rarity." Sweetie said with tears in her eyes.

"No, I'm telling mom and dad what you just did, going in the Everfree when there is a dangerous monster in here!" Rarity said.

"But we thought we could catch it!" Sweetie said.

Rarity looked at her in disbelief, "You would have NEVER caught it."

"You guys....." Came a timid voice.

They turned to see Fluttershy cowering and staring at some trees. They looked to see what she was looking at, it made them all freeze with terror.

There in the darkness, was a glowing red visor staring at them. It was taller than some trees and it remained in the shadows.

Sweetie Belle began to say, "It's.... it's the monster..... right?"

"RUN!!!" Applebloom yelled only to be stopped by Applejack.

"No, don't run." Applejack told her.

Twilight stepped a little closer and said, "Don't worry girls, it's just Grimlock."

"Grim-what?" Spike asked.

"Grimlock, it's the monster that saved us from the dragon. We really never properly thanked it, so we can now." Twilight explained. The other mares nodded, Rarity held her sister close and so did Applejack, Spike went closer to Pinkie, Scootaloo cuddled closer to Rainbow Dash.

As Twilight stepped closer to the trees, the visor continued to stare.

"Hello ummmm Grimlock, we never thanked you for saving us from the dragon, especially after we tried to capture you. But seriously, thank you for saving us. We don't want to be enemies, so will you please be our friend?" Twilight asked.

The glowing red visor continued to stare at them. Twilight felt uneasy as it just stared at her. Finally, after a few more seconds, the visor began moving closer.

Twilight backed up with her friends and was ready to see the creature that saved them.

Only... when it stepped into the moonlight.... Twilight and her friends froze in shock.

It wasn't Grimlock.

When it spoke, it spoke with a chilling, emotionless voice.

"Minicons, attack!"




Chapter 7: AliensEdit

Twilight, Fluttershy, Pinkie, Rarity, Rainbow, Applejack, the Cutie Mark Crusaders, and Spike were frozen in fear. This creature was even more frieghting than Grimlock! It had that same red visor, but it didn't have a mouth. It was smaller than Grimlock was, but was still pretty big. It had dark blue armor and some purple lights on it. It's chest glew purple with a menacing looking symbol on it.

When it spoke, it sent shivers down Fluttershy's spine. It suddenly pressed a button on his shoulder and to the pony's and dragon's amazment, it's chest opened and three squares came out.

The first square transformed into some kind of bird, it sqawked and landed on a branch, staring at the ponies. The second square transformed into some kind of metal panther, that growled and walked in front of the ponies. The third square transformed into a small two legged creature with gaint mallots for hands. It landed behind the ponies and glared at them.

The ponies turned around to see this strange creature, they were scared when it started smiling maniacally.

"Alright little organics, lets tumble, Rumble style!" The creature shouted and smashed his mallots to the ground, causing a tremor that made the ponies shake as they tried to regain their balance.

Applejack got in front of her friends and sister, "Y-ya stay back ya here!"

Rumble smirked and started laughing. Fluttershy backed up frieghtened until she felt her rump hit something cold and hard. She turned around slowly and saw the giant monster staring down at her.

"Eep!" Fluttershy squeaked and ran back towards her friends. Soundwave got in closer and put his hand up, the Minicons backed off.

"Scanning..." Soundwave said and pressed a button on his head. His visor glew blue and a scan went over all the ponies and dragon. Rarity looked shocked as the scan went over her.

"How dare you look at me you brute!" Rarity screamed and covered herself.

Soundwave's visor went back to red and he said, "Scanning complete, species: horses, specifically known as: ponies, other species: dragon. Need more results, Rumble, subdue the ponies."

"With pleasure Soundwave." Rumble said and grabbed Rarity.

"Don't you dare touch me!" Rarity screamed and bucked Rumble, which made him fall backwards.

"Rarity run! Get help!" Twilight screamed.

Rarity took off galloping towards the way they came, Soundwave acted quickly. "Laserbeak, attack, the pony must not escape!" Soundwave ordered.

Laserbeak flew down and scooped up Rarity, she started screaming and slashing around. "Somepony help me!" Rarity screamed.

Rainbow Dash took to the skies and knocked Laserbeak out with her full speed, Laserbeak fell to the ground. "Yeah, taste the rainbow you overgrown turkey!" Rainbow yelled holding Rarity.

Applejack was busy fighting off Rumble who tried to attack Applebloom. Applejack bucked Rumble with her full strength which made him fly back and hit a tree.

Soundwave was getting impationt, "Ravage, attack the orange pony!"

Ravage growled and pounced on Applejack, she fell to her back and held up her hoof. Ravage bit down on her forehoof and she screamed in pain. Twilight used a magic beam and knocked Ravage off of her. Pinkie helped Applejack up, who had a bleeding hoof from the bite.

"Ponies battle worthy, prepare to be annhialated." Soundwave said and held up his gun.

Rainbow flew forward at Soundwave who simply swatted her aside. Rainbow landed by her friends, they all looked up to Soundwave pointing his gun at them.

The ponies didn't know what to expect from that strange weapon in Soundwave's right hand, but it seemed dangerous, when he was about to fire a loud screech filled the air. The ponies, and dragon looked up and so did Soundwave, they all saw a giant metal like bird heading right for them!

The bird changed in front of the ponies eyes, it landed on the ground and was now a two legged creature, like Soundwave.

"Swoop!" Soundwave yelled and fired his gun at him. Swoop dodged the shots and kicked Soundwave, sending him into a cluster of trees. Swoop turned towards the ponies and dragon and said, "Go organics! Me Swoop protect you so you can get out!"

Ignoring the confusion, the ponies and Spike ran towards a clearing deeper into the forest. But suddenly Rumble came back and blocked their path.

"You're not getting away that easy!" Rumble yelled but was kicked by Swoop.

"Me Swoop said go!!!" Swoop yelled before he was tackled by Soundwave.

The ponies watched in awe at this clash of the titans going on. Soundwave punched and fired at Swoop who retaliated with punches of his own.


Rumaging through the forest, was Grimlock himself. He was very dissapointed, he never found his Dinobot brothers, and worst of all he was lost.

"Me Grimlock give up, me never find Dino-" He began but heard fighting and metal being pounded not far from him. "Fighting? Me Grimlock love fighting!" Grimlock said but then heard a screech.

"That sound like..... SWOOP!!!" Grimlock said and transformed into his dino form. He roared and took off towards the sound of the fighting.


Back at the fight, Swoop was being paralyzed by Soundwave's sound attacks. Swoop clutched his head in pain and fell to his knees. Soundwave laughed, it was a very disturbing, cold laugh that made the ponies shiver.

"He he he he ha ha ha ha ha!" Soundwave continued to laugh as he was winning against Swoop.

Suddenly, Soundwave stopped laughing as a loud roar was heard. Soundwave turned to his right and saw two trees topple over, revieling the large metal T-Rex that glared at Soundwave.

Twilight smiled and said, "It's Grimlock!"

"THAT'S Grimlock?!" Spike yelled very scared.

Grimlock roared again and charged at Soundwave, Soundwave tried to run but was caught in the massive jaws of the Dinobot. Grimlock flung him to the ground.

Soundwave got up and said, "Rumble, Laserbeak, Ravage, return!"

The three Minicons transformed back and slid into Soundwave's chest. Soundwave transformed into his car mode and drove off into the forest.

Twilight and Spike felt a nudge behind them, they turned to see Rarty. "Come on Twilight and Spike! Let's get out of here!" Rarity sharply whispered.

"But it's Grimlock, he saved us again!" Twilight whispered sharply back. "It doesn't matter let's go!" Rarity yelled a little and took off after the group, Spike and Twilight followed.


Grimlock looked at Swoop who was getting up. Grimlock transformed back and helped Swoop up. Swoop looked at Grimlock.

"Grimlock, is that you?" Swoop asked. "Yes, me Grimlock glad me found you." Grimlock told him.

Swoop stood up on his own and said, "Grimlock, me Swoop have location device, us can find other Dinobots!"

"You can?! Swoop, transform and lead the way!" Grimlock said.

Swoop did as he was told and flew into the air. "Grimlock, follow me!" Swoop yelled and flew off. Grimlock ran close behind him.


It was getting harder to see her friends, the forest was getting thicker and thicker. Suddenly, Twilight tripped on a root and fell face first on the ground. She looked up to see Spike and her friends leave her behind.

"Hey, wait!" Twilight yelled, but it was too late, she was alone now.

Twilight shivered and looked around, she was really deep in the Everfree Forest now. She began to get teary eyed but held back tears as she looked for a way out. She began walking slowly through the forest, flinching at every little sound that was made.

Twilight finally came across a large field of grass in the middle of the forest, she sighed happily and walked inside. It was a good spot to be when you were lost, you could find a way out easier.

As Twilight walked in the center she stopped and listened to what sounded like buzzing. The buzzing became very loud and Twilight looked up and saw what was making the buzzing.

Many large insect-like creatures were flying towards her! Twilight screamed and started to run, but her path was blocked by a giant insect that glared hungerly at her. Twilight looked at it and saw the same symbol that Soundwave had.

She turned and ran the other way but was stopped by another insect. Finally, Twilight was surrounded by several giant insects. Twilight cowared and saw one of them transform. It also had a visor like Soundwave, this creature was yellow and purple with a little green in it. It glared down at Twilight.

One of the insects spoke up, "So Kickback, can we eat this organic?"

Kickback looked at Twilight again, she was shaking with fear as she heard the words 'eat this organic.'

"Do whatever you want with it Insecticons, Megatron doesn't us bringing back organics." Kickback explained.

The Insecticons moved forward on Twilight who backed up until she saw another insect behind her. She was trapped, there was no way out! Twilight closed her eyes and curled up in a ball, she let the tears fall this time.

"Somepony, help me!" Twilight screamed. The Insecticons laughed and continued to move forward.

Twilight waited for her death to come, she just wished it would be fast.

That is, until Twilight heard a loud beeping sound.

She opened her eyes slightly to see the Insecticons taking defensive postures. She looked over at what they were looking at and it made Twilight have wide eyes.

There from the forest, came a white long box with wheels. It charged at the Insecticons and in front of Twilight's eyes, transformed. It changed into a tall two legged creature, it was white, red, and green. Twilight could not see it's face, only it's glowing blue eyes.

Suddenly, the Insecticons charged at the creature who kicked and punched them away. Kickback got angry and charged at the white creature, they locked hands and pushed at each other. Kickback gave in, and the white creature threw him against the Insecticons.

"Insecticons, retreat!" Kickback yelled and transformed back into a beetle and flew off. His Insecticons did the same and soon.......all was quiet.

Twilight didn't stop shaking and barely looked up at this new creature. It suddenly looked at Twilight which made her close her eyes and whimper. She heard loud footsteps headed her way. She opened one eye barely to see the creature get lower to her.

Twilight felt herself being gently lifted up. The creature cradled her in his hands and Twilight stopped shaking with fear. She opened her eyes and looked up to the giant face staring at her with glowing blue eyes.

It spoke, "Don't worry little one, you're safe now." When it spoke, ovals on the side of its head lit up. It didn't have a mouth either.

Twilight spoke after a few seconds, "Th-thank you."

The head went back a few inches and said, "You can talk?"

Twilight gulped and said, "Y-yes I can.....thank you for saving my life."

"Eh don't sweat it, I wasn't just gonna let those Insecticons eat ya up." It said.

Twilight smiled a little and asked, "What's your name?"

The creature answered, "The names Wheeljack."


The ponies and Spike stopped after a while and caught their breath.

"Is...is everypony okay?" Applejack asked.

"Wait, where's Twilight?!" Pinkie screamed. They all looked around, Twilight was nowhere to be seen.

"Oh this is terrible! This is THE. WORST. POSSIBLE. THING!" Rarity exclaimed.

"Twilight is out in the forest alone, and there's monsters everywhere!" Sweetie Belle screamed.

"Now now, calm down everypony, all we have to do is look fer her, she can't be far." Applejack explained.

"Oh, I hope we find her." Fluttershy said.

"Yeah...." Spike said with tears in his eyes.

"Now come on, let's go.....this way!" Applejack pointed and trotted towards an open clearing. The others followed.


Wheeljack was walking through the forest, with Twilight in his hands, they were talking the entire way. Twilight asked many questions about what he was. Wheeljack didn't want to tell her too much information.

They finally came across what Wheeljack was looking for, the Autobot camp. Wheeljack covered Twilight with his other hand and told her to be quiet. She did and waited. The Autobot camp didn't have much. just a big fire spot that the Autobots made to see better.

Wheeljack walked into the camp and saw his Autobot brothers talking.

"So, anymore ideas that could get us back to the Ark, Perceptor?" Sunstreaker asked.

Perceptor looked at the fire and said, "I still cannot locate the Ark with my locaters, I don't think we are even on Earth anymore."

The Autobots were in a sad silence until Blaster said, "Hey, how 'bout some music? The humans use it to cheer themselves up!"

"Shut up Blaster!" Ironhide yelled obviously not in the mood. "But I just-" Blaster began until he heard Wheeljack behind him.

"Guys, you'll never believe what I found!" Wheeljack said very excited. The Autobots came closer to him as he went by and stood near them.

"What is it?!" Ratchet said looking at Wheeljack's hands that were cuffed up. "Okay, but you can't tell Optimus about it.....wait, where is Optimus?" Wheeljack asked.

"He went scouting somewhere, he'll be back soon." Brawn told him. "Okay....guys, I found a species on this planet, it's obviously not of Earth. So we can't be on Earth anymore." Wheeljack explained and opened his hands.

The Autobots gasped and looked aith wide eyes at the purple pony. Twilight began to cower again and she shook with fear at all the strange creatures staring at her.

"It's okay Twilight, these are my friends, we won't hurt you." Wheeljack explained and rubbed her mane with his finger. Twilight stopped shaking and smiled a little.

"What is that?" Windcharger asked. "Twilight, would you like to tell them?" Wheeljack asked looking down at her. She nodded and smiled.

"My name is Twilight Sparkle, I'm a unicorn." Twilight told them.

"What's a unicorn?" Mirage asked.

"What planet are we on?" Huffer asked her.

"You can talk?!" Ironhide yelled.

Twilight got confused at all the questions that were asked, but she thought and answered the simple ones.

"You are all on the planet of Equestria, why, are you.......aliens?!" Twilight's ears perked up and she smiled cutely.

Tracks dawed and said, "Awww you're so cute!" Twilight blushed and smiled a little. But she remembered what she asked.

"Are you aliens?" Twilight asked. Hoist was about to answer when a stern and deep voice came from behind them.

"What's going on here?"

The Autobots turned to see their leader, Optimus Prime, walking towards them with arms crossed.

"Hehe.....hey Optimus." Wheeljack nervously said.


The ponies and Spike kept moving forward through the forest, they still didn't find Twilight, they were all getting worried.

"Oh no, Twilight was probably captured by some beast!" Rarity said. "No, don't think that!" Applejack said.

"Everypony look! A campsite!" Pinkie said excited.

All of them looked from the bushes and saw many large creatures surrounding a camp fire. Rainbow Dash looked and saw Twilight being held by one.

"They got Twilight." Rainbow whispered. "We'll get her back." Applejack said and glared at the creatures.

Fluttershy put the CMC and Spike behind a tree and said, "Stay here, until we say it's safe."

They nodded. The Fluttershy, Rarity, Pinkie, Rainbow, and Applejack looked at Twilight one more time.

"Okay..... one...... two...... three..... CHARGE!!!!" Applejack yelled and they charged out of the bushes, toward their friend.

Twilight heard the scream and looked to see her friends charging at the Autobots.

"Oh no...." Twilight said.




Chapter 8: History of CybertronEdit

As Applejack, Rarity, and Pinkie charged on hoof, Rainbow and Flutteshy took to the skies, well mostly Rainbow Dash charged while Fluttershy stayed behind her mostly.

Ironhide heard the 'charge' and turned to see more of the "ponies" coming straight for them!

"What in the Allspark?" Ironhide said before he was attacked face first by the rainbow maned one. Optimus took quick notice and said, "Autobots, do not harm them!"

"What do you suggest we do?!" Cliffjumper yelled before he was attacked by Rarity, Applejack, and Pinkie.

Rarity shot bolts of energy at Cliffjumper, Applejack kept bucking him in the legs, Pinkie used her party cannon and shot several pieces of party supplies at Cliffjumper's face.

Cliffjumper tried to block all of this until he was faultering, Applejack was ready to buck him on the face when he fell down.

As Cliffjumper fell to both knees, Applejack got in front of his face and prepared to buck, only to stop when Twilight teleported in front of her.

"STOP!!!" Twilight screamed. Applejack stopped, along with Pinkie, Rarity, and Rainbow Dash, they were confused.

Twilight turned back to Cliffjumper who was getting back up, she sighed with relief and turned to her friends. Rarity, Applejack, Pinkie, Rainbow, and Fluttershy were ready for an explanation.

"These are the Autobots, they're friendly, especially Wheeljack over there! He saved my life!" Twilight told them. Wheeljack shuffled nervously and waved.

"He did?" Applejack asked. "Yes. That's why it is important to not hurt them" Twilight told her.

Suddenly, the Mane 6 felt giant footsteps behind them, they turned to see Optimus.

Twilight finally got to see him up close, he was very tall, taller than most of the Autobots, he had a very buff stature along with his red armor. He had blue legs and glowing red lights on him. He wore a faceplate and he had devil horns, but they didn't seem threatening. He had blue eyes that made Fluttershy feel safer, as if he was a gentle giant. On his arms were red symbols that didn't look as evil as the symbol they saw on Soundwave.

"Hello there," Optimus told them, "My name is Optimus Prime. We are metalic organisms from another world, we are not here to hurt you, we are a peaceful race, well we were...anyway, we never intended to hurt your friend Twilight, we would never attack an innocent race."

"Yer metalic what?" Applejack asked confused. "You can just call us Autobots for short." Ratchet told them.

"Autobots huh?" Rainbow said. Cliffjumper rubbed his head in pain, Rarity looked hurt.

"Oh I'm so sorry for hurting you, we didn't know!" Rarity told him.

"It's fine." Cliffjumper said.

"No it's not! We are SO sorry, we attacked you not even knowing you were peaceful." Rarity exclaimed.

"Wait, Optimus right?" Twilight asked, "You said you WERE peaceful, so what happened?"

Optimus sighed sadly and said, "We will explain everything, but for now, Autobots, introduce yoursleves to these ponies."

The very large group of Autobots stepped up and began to say their names.

"Wassup little organics? My name's Jazz." This Autobot had to be the definiton of cool. His voice sounded so awesome and his body looked totally amazing. He had a white exterior with a blue helmet and blue hands, he had no eyes but a simple glowing blue visor. His chest puffed out with an Autobot symbol and two red light on each side.

"The name's Ironhide." Now this Autobot didn't seem to thrillled to say his name, in fact he looked bored out of his mind. He had red and silver armor with giant wheels on his elbows. On his shoulders were giant silver puffed out rocks that didn't seem to have a purpose but just stay there. He had a red helmet and a silver face and a scowl to go with that.

"Medical Officer; Ratchet." This white Autobot looked almost exactly like Ironhide but with some major differences. He had a strange helmet with pointed sides and his exterior was white instead of red. Other than that they looked like twins!

"I'm Wheeljack." Twilight knew this Autobot all too well, he had a white, green, and red exterior. And like most Autobots, he had no mouth but a faceplate. On the sides of his heads were little ovals that lit up when he spoke, his forehead had a large oval pointing out, which was a clear sign that you did NOT want to bump foreheads with this guy!

"I'm Sideswipe. Sunstreaker's my brother." This was a tiny Autobot. He had a black helmet while the rest of his body was red and white. He had wheels on his shoulders and tow long sticks on his back.

"I am the mighty Jetfire." This was probably Rainbow Dash's favorite. The reason for that was his red wings that spread out on his back, a clear example that he could fly. His face was blue as were his eyes, but his helmet and exterior was white and red with some gold armor on his arms.

"We are the Aerialbots, Air Raid, Firefilght, Skydive, Silverbolt, and me; Slingshot." Now THIS group of Autobots really reminded Rainbow Dash of the Wonder Bolts. Each of them seemed to have wings on their backs and their colors were white, red, black, and silver.

"I'm Cliffjumper, OW." Another small Autobot introduced himself while slightly rubbing his head in pain. This one was pure red with a hint of siver on his legs and arms. He had two little silver horns on his head to go with his silver face.

"I'm Hound; weapons specialist." This simple Autobots' voice was cracking, the ponies could easily tell that this Autobot was a war veteran. He had a green exterior with some simple red lights on him, his helment reminded Twilight of all the Royal Guard's helmets, making the idea true, he was indeed a pure war machine. On his right shoulder was a short white stick pointing out that didn't really serve a purpose.

"I'm Perceptor; one of the greatest minds of the Autobots!" Now this Autobot was tall, he almost reached Optimus' height! He had a very rich accent which only proved that he must be a scientist. His armor was multi-colors of red, blue, white, silver, and black. Like Hound, he had a long stick only on his left shoulder. His eyes were different from the rest of the Autobots', instead of blue they were yellow.

"I'm the communciations officer; Blaster." The accent of his voice just proved to Pinkie Pie that he was a true party machine. He had a red, yellow, and silver exterior with some odd looking buttons on his flat chest. His helmet was also red but still had two yellow dots at the top.

"I'm KABLAM Warpath." This final Autobot was by far the biggest, even slightly taller than Optimus Prime! He had no mouth and his entire body was colored red, his eyes were but anohter visor that glowed just as blue as Jazz's. But oddest of all was the strange tube sticking out of his chest.

The ponies were very confused, there was no way they were going to remember all these names, so they just introduced themselves when they noticed the Autobots beginning to get closer to them.

"I'm Pinkie Pie!" Pinkie hopped around excitedly.

"I'm Rainbow Dash, best flyer in Equestria, no no, no applause is neccesary!" Rainbow said touching her chest proudly.

"Rarity, it's a pleasure." Rarity said and bowed to each of them as if they were royalty.

"The names Applejack, I can smell a liar away, and I knew you weren't lying when you said you wouldn't hurt us." Applejack said taking off her hat.

"Umm.... I'm Fluttershy." Fluttershy whispered.

Twilight smiled and walked closer to the Autobots, her friends followed as they met each one personaly. The Autobots had to bend down to shake their hooves, unlike Rainbow who flew up to them. The ponies noticed that the small yellow Autobot didn't say his name.

"What's your name?" Twilight asked the yellow bot. He looked down at her sadly and turned the other way.

"It's okay," Rarity said and patted his leg, "you can tell us your name darling."

He still didn't talk. Rainbow Dash turned to Optimus and asked, "Hey what gives? How come he's not talking?"

Optimus went by Bumblebee and put a hand on his shoulder. "This is Bumblebee," Optimus explained, "the reason he didn't talk is because he can't. Bumblebee has had it far worse than any of us."

"What happened to him?" Fluttershy asked.

"Many years ago, Bumblebee here was on a recon mission but was captured by an old foe of mine. He had his voice processors ripped out and was left to die." Optimus said. Bumblebee looked at the ground and clutched his throat.

"So he can never talk again?" Twilight asked, her eyes burning but she forced the tears to stay in.

"Sadly yes, luckily Ratchet here got to Bumblebee before it was too late and saved his life." Optimus said and patted Bumblebee's shoulder.

"I'm so sorry to here that Bumblebee." Fluttershy said with tears starting to form in her eyes.

Bumblebee just nodded and continued to look sad. Fluttershy flew up and placed her hoof on the side of his face. She looked at him with a calm smile.

"I usually don't talk either, I'm really shy you know, but I have a special talent that allows me to talk to animals, so if you ever need a friend, I'm here for you." Fluttershy told Bumblebee.

Bee smiled and rubbed Fluttershy's head. She smiled and landed back on the ground, but suddenly realised that all the Autobots were staring at her. She tried to hide behind her mane and blushed slightly. She decided to remain quiet for the rest of the night. The Autobots shrugged and continued to meet the ponies.

"So you can fly," Powerglide said to Rainbow, "Don't think you can fly faster than me though."

"YOU can fly?" Rainbow asked.

"Sure can." Powerglide said.

"How?" Rainbow asked. "Like this." Powerglide said and transformed into his jet form. Rainbow Dash was very surprised.

"That is AWESOME!!!" Rainbow squealed.

As the Autobots continued to introduce themselves to the ponies, Applejack remembered something. She whistled, and Applebloom peeked out from the bushes.

"It's okay Applebloom, they're friendly, come meet them!" Applejack told her.

Applebloom, Sweetie Belle, Scootaloo, and Spike came out from the bushes and saw the massive creatures.

"Woah." Was all that Spike could say.

The Cutie Mark Crusaders and Spike went up closer and introduced themselves to the Autobots, they did the same.

The Autobots were excited to see these new creatures as they continued to meet them personaly, but the Autobots did see the yellow pegasus hiding behind her hair and not moving. The Autobots didn't really want to meet something so cowardly, so they ignored her. That didn't stop Optimus.

Optimus walked up to Fluttershy who continued to cower, Prime went down to one knee and met her eye level. Fluttershy barely looked up.

"It is alright little one," Optimus assured her, "my Autobots and I will never hurt you, we believe in peace and prosperity, and that freedom is the right of all sentient beings. You don't have to fear us."

Optimus placed his large finger under her chin and brought her head up. Fluttershy smiled softly.

"Wow, for big scary monsters you sure are nice." Fluttershy told him.

Ironhide chuckled and said, "If you want to see big scary monsters, you gotta meet the Dinobots!"

"Unfortunatly, we cannot locate Grimlock and his team." Optimus said. Twilight's head jerked back at Optimus. She yelled, "You know Grimlock?!"

Optimus got up and turned to her, "Yes, he and the Dinobots are part of our team."

"We know Grimlock!" Twilight said. "You do?" Optimus asked her.

"Yeah, he saved our lives from a dragon!" Twilight explained. "A......dragon?" Optimus asked confused.

"It's a giant monster on this planet." Twilight told him, "OH I forgot, we didn't hear where you all are from!"

Optimus suddenly remembered and said, "Autobots, circle that camp fire, it's time for a story."

"YAY, I love storytime!" Pinkie yelled very excited and jumped around the camp fire.

"Hehe, that one's kinda funny." Huffer told Bluestreak.

Bluestreak smiled and was starting to like this world.


Deep in the Everfree, was Grimlock stomping through the forest, following Swoop. Swoop was locating where the other Dinobots were, he kept turning through the air which confused Grimlock.

Swoop flew downward and said, "This way Grimlock, me think me found S-" Swoop couldn't finish because a missle just hit him in the back causing him to fall to the ground with a loud thud.

"Swoop!" Grimlock screamed and picked up his friend.


Smirking satisfied, was Astrotrain and Blitzwing. Blitzwing was in his tank form who had just shot Swoop.

"Perfect shot huh Astrotrain?" Blitzwing asked. "Yeah Blitzwing, we got one of the Dinobots, Megatron will be pleased." Astrotrain said.

"Let's go finish him off!" Blitzwing said and drove forward, only to be stopped by Astrotrain. "No, Megatron wanted us back at headquarters 10 minutes ago! We'll finish them off later." Astrotrain told him.

Blitzwing sighed and turned around and drove off. Astrotrain transformed into his train from and followed Blitzwing.


Swoop got up and transformed back into his dino form.

"You okay Swoop?' Grimlock asked.

"Me fine, me scout area for us." Swoop said and took off to the skies.

Grimlock walked slowly towards the way that Swoop said there was another Dinobot. Grimlock came across a large open area, there inside an electric dome on top of a poorly desinged jail cell, was Dinobot Snarl, in his Stegosauras form.

"Snarl, is that you?!" Grimlock yelled. Snarl looked up and saw him.

"Grimlock, get me outta here!" Snarl yelled and tried to move, only to be shocked by the electric dome.

Grimlock walked slowly to the dome, when he was halfway there, he heard a buzzing noise.

Grimlock looked up and saw an Insecticon transform on top of the jail cell, by Snarl. It was Insecticon Hardshell. He had no mouth like Kickback, only it looked like he was wearing a knight's mask. He was purple and green with a little bit of grey.

"Hello Grimlock, come to save your friend?" Hardshell asked.

"Me Grimlock kill you for capturing Snarl!" Grimlock yelled and pulled out his sword. Hardshell was unfazed.

"Let's see you save him now!" Hardshell screamed and many Insecticons came out of the forest and attacked Grimlock.

Grimlock killed many with ease. While he did kill many with his sword, he did like throwing them at other Insecticons. Hardshell was getting worried.

"More, more Insecticons!" Hardshell screamed.

Even more came, Grimlock was being overwhelmed so he did his favorite thing, he transformed.

Grimlock was now his godly T-Rex form, he bit and stepped on any Insecticon in his path. Grimlock finished the rest off with his fire breath. Hardshell was terrified and retreated.

Grimlock looked up at Swoop who was flying by with Insecticons on his tail.

"WOOOOO, Grimlock where ya been?!" Swoop yelled excitedly. Grimlock roared as Swoop flew past him with the Insecticons following.

Grimlock transformed back and released Snarl. Snarl fell to the ground exauhsted.

"Snarl, can you transform?" Grimlock asked.

"Me....me try." Snarl said and struggled to transform.

Snarl was back to his robot mode but collapsed, Grimlock caught him and held him. Grimlock noticed that Snarl had a deep cut in his side.

"Insecticons hurt you?" Grimlock asked.

Snarl nodded and winced in pain. Swoop came by and transformed by Grimlock and Snarl.

"Is Snarl okay?" Swoop asked.

"Yes, now let's go find other Dinobots." Grimlock told him, "Here, you hold Snarl while me clear us path."

Swoop helped Snarl up and said, "Okay Grimlock, me know where Dinobots are, go forward."

Grimlock walked calmy forward and pushed away the trees to clear a path for Snarl and Swoop.


The Autobots cirlced the campfire, the ponies and Spike sat by a few of the Autobots but watched Optimus as he sat down. They stared intentively at him waiting for him to start. Optimus looked at the campfire and back at the ponies.

"So....are you all sure you want to know of our history?" Optimus asked them. The ponies nodded, but mostly Twilight.

Optimus sighed sadly and began, "It all began millions of years ago on a planet called Cybertron."

"So you are aliens!" Scootaloo interupted.

"And you're from a place called Cybertron?" Twilight asked.

"And did you say you were all millions of years old?!" Pinkie asked intrigued.

Optimus sighed and said "Yes, you heard me right. All that I said was true. Now you may be thinking that I’m just lying about our age, but let me make one thing clear to all of you."

"And what's that?" Twilight asked.

"We are not made of flesh and blood like you ponies. I, and my comrades, are Cybertronians. Robots. We are made of metal, circuitry, and important to us, energon. Machines last longer than organics." Optimus told them.

"Soooo, what do you look like on the inside?" Twilight manged to say.

"Well let me show you." Optimus then grabbed his chest, and pulled it apart, revealing the wiring and electronics inside him.

The ponies and Spike gasped. Pinkie Pie ran closer to him and began to climb up his arm with lighting speed. Optimus looked at her as she was now on the opening of his chest, looking at the insides.

"Woooooooah." Pinkie said as she was being hipnotized by the colorful lights and buttons. When Pinkie fell from the bright lights, Optimus catched her and placed her by the rest of her friends, Pinkie shook her head and said, "I just saw a another planet and bright stars and stuff. The planet was made of candy and I just wanted to try it! Wait, would a planet made of candy taste good? Maybe it will....hmmmmm." Pinkie placed a hoof to her chin and got lost in her own little world.

Rainbow rolled her eyes, knowing this was just normal Pinkie Pie.

Twilight squinted at something that intrigued her in Optimus's chest, it was an orange circle that glowed blue in the center.

"What's that in your chest?" Twilight asked. Optimus looked at his chest and sighed sadly, he closed up his chest and said, "That is a story for a different a time."

Twilight frowned wanting to hear what the story was but remained patient. Optimus brought his head back up.

"Now where were we, oh yes, it all began millions of years ago on a planet called Cybertron, we were once a peaceful race, much like you ponies, but then came the war. Between the Autobots who fought for freedom," Optimus pointed at all the Autobots around them, "and the Decepticons who drembt of tereiny."

"Decepticons? Who are they?" Spike asked before he was shushed by Twilight.

"Excelent question Spike." Wheeljack said.

Wheeljack then pulled out a strange metal orb from his belt, he pushed it and a Decepticon symbol came out. Twilight suddenly remembered.

"I've seen that symbol!" Twilight said the Autobots looked at her shocked. "You....you have?" Slingshot asked.

"We all did." Applejack said. "Yeah, when that punk Soundwave attacked us!" Rainbow Dash said.

"SOUNDWAVE?!" The Autobots screamed. The ponies were just as shocked as the Autobots were.

"Why, is that bad?" Pinkie asked.

Optimus looked at them and said, "Soundwave is a cruel warrior, he is the Communications officer for the Decepticons, and he is never easy to defeat, I'm still confused how you ponies survived against him."

"Well, you see this Autobot, I think it was an Autobot, flew down and saved us from Soundwave." Twilight explained. "Interesting, and none of you Autobots saved these ponies?" Optimus asked his team.

"Not us Optimus." Powerglide said. "Very strange." Optimus rubbed his chin.

Twilight cleared her throat, Optimus looked at the ponies who were looking at him expectantly.

"Oh, I'm sorry I should continue the story." Optimus rubbed the back of his head.

"Thank you." Twilight said smiling and closing her eyes.

"Anyway, the Decepticons, a group of Cybertronians whose wanting for destruction and lust for power know no bounds, were lead by the most hated being in the known galaxy, and my sworn enemy, Megatron." Optimus clenched his fist.

"Mega-who?" Rainbow Dash rose an eyebrow.

Optimus was getting tired of explaining and touched the side of his head, his eyes lit up and a hologram appeared in front of the ponies and Spike. It was a hologram of a giant metal being with glowing purple markings, he had a very dominating structure.

Optimus continued with the hologram still going on, "Megatron was and is still leader of the Decepticons, he started the war on Cybertron and soon killed the planet, we had no choice but to leave our home and find somewhere else to live in the galaxy."

"You're not living here are you?" Twilight asked.

"No, we have already found a temperary home not of this world, it is called planet Earth, ruled by the human race." Optimus explained.

"More aliens?! What do they look like?!" Pinkie asked.

"Well actually, they look like us. Except they are made of meat like you and are about half as tall as Bumblebee here." Optimus said pointing at Bee.

"Anyways, after millions of years of fighting, Cybertron began to run increasingly low on energy, also the core of Cybertron died out thus killing the planet, and we had to leave on a ship called The Ark. During our flight though, the Decepticons intercepted us with their own ship, The Nemesis, and we both crashed on a planet Earth."

"And then what happened?" The ponies and Spike asked.

"The crash had put us all into stasis lock for millions of years. When we awoke, we tried to get more Energon from our home and bring it back to Earth, but something went wrong and we were sent here to this world, and since Soundwave is here, then the Decepticons must be here as well." Optimus told them.

Optimus finally sighed and stopped. He stared at the ponies who had wide eyes. "Wow," Twilight began, "You guys have some story."

Optimus nodded and went silent again, until Jazz spoke up.

"Hey ponies, we didn't ask you what planet this was." Jazz said.

Twilight beamed and said, "Okay, time for us to tell you of our home!"

"Oh great." Gears grumbled.

Chapter 9: Old RivalsEdit

Even deeper in the Everfree Forest, was the great and powerful Megatron and his army of elite Decepticons, recovering from their little incident.

Megatron had a deep gash across his leg, he was being repaired by Mixmaster, one of the Constructicons. Megatron winced in pain as his leg was being operated on.

"Carefull you fool, if you wreck my leg you will suffer!" Megatron warned.

"Forgive me my lord." Mixmaster said and continued to work.

Three flying jets zoomed in and transformed near Megatron, it was Ramjet, Thrust, and Dirge.

"Oh my poor, sweet master, how it pains me to see you so injured, so weak." Ramjet told him.

"Spare me your words you insolent fool, you know what you were told and that is to shut up!" Megatron roared.

Laserbeak flew in and shot down a pheonix from the skies, the pheonix died instantly. Laserbeak then landed on Soundwave's arm as Soundwave approached Megatron.

"Soundwave reporting lord Megatron." Soundwave said.

Megatron winced in pain again, "And what news from our communications officer?"

Soundwave began, "I, and my Minicons have discovered alien life on this planet. We are not on Earth by the looks of the inhabitants, these are horses or specifically known as ponies. They rule this world, unknown of the planets name."

"You couldn't capture one of these "ponies" for observational research?" Megatron asked.

"Negative, the ponies got away before I could capture them but-" Soundwave was cut off by Megatron.

"You have failed me yet again Soundwave, you're are supposed to me my special agent and to NOT fail missions, tell me why I should spare your life?" Megatron asked crossing his arms.

"The Dinobot Swoop defended the ponies, and then Grimlock came and attacked me, I had no choice but to escape." Soundwave explained.

Megatron rubbed his chin and said, "So the Dinobots are in this world as well."

All of a sudden, the air was filled with a buzzing noise. Megatron looked up to see three Insecticons heading for him. They transformed and landed on the ground. It was the three main Insecticons, Shrapnel, Kickback, and Hardshell.

"Lord Megatron, Autobot Wheeljack was found on this world!" Kickback said.

"Wheeljack, than the other Autobots must be here as well. Even Optimus Prime." Megatron clenched his fists.

Barricade came up to Megatron and said, "Uhh Megatron, we have all the Decepticons here and accounted for all except Starscream."

Megatron narrowed his red eyes at Barricade and said, "Starscream is now an enemy to the Decepticons, it is his fault we are here in this land of ponies, if any of you see Starscream, shoot him on sight!"

Thundercracker and Skywarp looked surprise.

"Uhhh Megatron, do we really have to kill Starscream?" Skywarp asked.

"Did I studder?! Yes you do!!!" Megatron yelled.

"V-very well lord Megatron!" Thundercracker shuddered and flew off with Skywarp, to hunt for Starscream.


Limping his way through the forest, was the sky commander of the Decepticons, Starscream, with an injured left arm and right leg. He trudged his way through this endless forest, wincing in pain at each step. Starscream decided to rest and he sat down beside a rock.

"OW! My leg is leaking Energon! This is just perfect, lost in a forest when all the Decepticons want to kill you!" Starscream complained.

Starscream heard a noise above him and saw Thundercracker and Skywarp fly by him. Starscream got to cover and luckily wasn't seen. "Ugh, great, now my two idiot companions are trying to kill me. It wasn't my fault we were sent here!" Starscream rambled on.

Starscream sighed and got up to keep moving. Limping with every step.

"I can't be found by Megatron, I just can't."


"And that is the story of how Equestria was born." Twilight finally finished.

Optimus was stunned to say the least, this history was quite interesting, with all it's conflicts and resolutions, oh how Optimus wished Cybertron was like this planet.

"Your planet has quite the history, Twilight." Optimus told her.

"Thank you, I'm still sorry about what happened to your world Optimus." Twilight gave him a sorrowfull look.

"Don't be, it was us who killed our planet, I just wish we could have done better." Optimus sighed.

There was a moment of silence before Rainbow Dash remembered something that bugged her.

"Hey Optimus," Rainbow spoke up, Optimus looked at her, "Your friend here uhhhh Powerglide right?" Powerglide nodded.

"Yeah, Powerglide, he changed into a weird triangle thing, can all of you do that?" Rainbow asked.

"Well sure we can Dash, it's called transforming." Ironhide answered.

"Transforming? How does that work?" Rarity asked.

"Well, let me show you!" Prowl answered and transformed into his car mode. His engine reved up and the ponies backed up a little, all except Pinkie.

Pinkie placed her chest on the hood of Prowl's car mode, she started to shake from the engine.

"ThIs FeElS aMaZiNg!" Pinkie shaked as the engine kept going. The other ponies touched the hood as well and felt themselves vibrating.

"How is this happening?" Twilight asked.

"Engines are very unique." Optimus answered.

"Like how?" Twilight asked.

"I'd like to answer that." Wheeljack stated and walked up. He put one finger in the air.

"Now let's start with how the engine is built." Wheeljack said.

"Oh great, here we go." Grapple grumbled.


Grimlock kept making way for Swoop and Snarl as he pushed down two trees to clear them a path.

"Turn right Grimlock." Swoop said. Grimlock turned right.

"Who we find next?" Snarl managed to say.

"Slug, him the last one. I hope he's okay." Swoop said.

"Me Grimlock hope so too." Grimlock said as he pushed down more trees.

The three Dinobots finally came to the sound of fighting.

"I have located Dinobot, he in there where fight is!" Swoop said.

"Us go!" Grimlock said and rushed towards the clearing.

When he got there he saw Slug all by himself taking on the Stunticons, Breakdown, Drag Strip, Wildrider, Motormaster, and Dead End.

"I hate you stupid Stnuticons!!!" Slug yelled and punched Drag Strip in the face sending him back to hit Wildrider. Slug suddenly was grasped in Motormaster's arms and began squeezing with his full strength.

"You Motormaster strong, but I am stronger!" Slug yelled and broke free from Motormaster's strength. He lifted up Motormaster and threw him to a couple of trees. Breakdown looked over and saw Grimlock, Swoop, and Snarl.

"It's the rest of the Dinobots, retreat!" Breakdown yelled, transformed, and drove away. The rest of the Stunticons followed.

Grimlock walked up to Slug.

"Us Dinobots united once more! Me Grimlock thought me never see you again, me thought me lost in pony world forever!" Grimlock explained.

"I am glad we are back together, but now where we go?" Slug asked.

"Swoop have loctater, he get us back to Optimus Prime." Grimlock pointed at Swoop.

"Yes, I can find Autobots!" Swoop yelled.

"GOOD! I hate this stupid forest!" Slug raised both fists.

Grimlock pounded his fists to his chest, "Me Grimlock leader of Dinobots! Us go now, Swoop, fly and lead way!"

Swoop transformed and took off slowly, Slug helped Snarl up, while Grimlock followed Swoop through the forest, with Slug and Snarl behind them.


"And then we have the thrusters, and they can-" Wheeljack was explaining before he was silenced by Optimus.

"Okay Wheeljack, we understand, but you're confusing the ponies." Optimus pointed at the group who were rubbing their heads in confusing, Twilight regretted asking that question.

"Okay, well, what are all of you going to do now?" Twilight asked.

Optimus rubbed the back of his head and answered, "I.....I truly don't know, we don't have the right supplies to return back to Earth, we might be stuck here for a while." The Autobots hung their heads in sorrow, the ponies and Spike couldn't help but feel sad for all of them, they were lost in a world they did not know, and they didn't know how to get back.

When Twilight was about to say something, Optimus stood up in alert and looked at the forest. The ponies looked behind them and saw nothing.

"Autobots, stay in defensive positions!" Optimus ordered.

The large team of Autobots got up and held their fists up, ready. Fluttershy looked back at Optimus who narrowed his eyes deeper into the forest, he obviously saw something the ponies didn't.

After a moment of scary silence, the forest erupted with many pegasi who wore golden armor. They floaded the Autobots who tried to block them.

"DO NOT HARM THEM!!!" Optimus yelled and continued to block, not harming a single pegasi.

Twilight, Rarity, Applejack, Fluttershy, Rainbow Dash, Pinkie Pie, Spike, Sweetie Belle, Scootaloo, and Applebloom backed away from the Autobots and tried to get to cover when they were surrounded by many unicrons with golden armor.

Shining Armor came in the center and hugged Twilight. "I'm so glad you're safe!" Shining said and continued to hug Twilight. Twilight broke off and glared at him.

"What are you doing?!" Twilight demanded.

"We're saving you from the monsters! After we heard of what happened to you and your friends with the first monster, Celestia ordered we come in the Everfree and capture the beasts, we didn't know you and your friends would come in tonight!" Shining explained.

"No, they're friendly! Stop with the attack!" Spike yelled.

"Yeah, they are nice!" Fluttershy quietly shouted.

"How do you know?!" Shining asked. "Call of the attack and we'll tell you!" Twilight glared at her brother even more. Shining thought for a minute and held up his hoof.

"Royal Guard, hault!!!!!" Shining Armor yelled. All the Royal Guard stopped at once and landed on the ground, staring at Shining Armor.

Shining looked at Twilight waiting for an answer. Twilight looked at Optimus and waved her hoof towards her, wanting Optimus to come closer. Optimus did and walked up to them, he went to one knee to meet Shining Armor's eye level.

"This is Optimus Prime," Twilight began, "He is the leader of the Autobots, they are aliens and they are peacefull, or somewhat peaceful."

"Somewhat peaceful?" Shining asked.

"Well they have been through a war Shiny, but they believe in peace, right Optimus?" Twilight asked.

"Indeed, you have nothing to fear Shining Armor, we will never harm this planet's race." Optimus assured him.

"Well what about the information that we got that a monster like you attacked my sister and her friends earlier today?" Shining asked.

"Are you sure it was not a Decepticon?" Optimus asked.

"A Decepti-what?" Shining was confused.

"No, it was Grimlock," Twilight answered, "and you said he was part of the Autobots."

Shining Armor got mad at the Autobots again, Applejack took quick notice.

"But, we attacked him first, so it's all fair to say that he was defending himself." Applejack told Shining Armor.

"Self defense huh?" Shining said and rubbed the back of his head. He thought for a long moment before looking at Optimus.

"I'm sorry about that, we didn't know you were peacefull and all." Shining said.

"It is alright, we would never have harmed you anyway if you still attacked us." Optimus told him.

"Uhhh thanks, and uhh sorry Twily." Shining apologized.

"It's okay Shiny." Twilight smiled at him.

"Now how would you and the Royal Guard like to meet the Autobots!" Pinkie asked Shining Armor.

"That would be great." Shining smiled and shook hooves/hands with Optimus.

The Royal Guard went around and met each of the Autobots, mostly they were apologizing. After that was done, Shining went up to Twilight and her friends.

"Okay, let's get back to Canterlot all of you." Shining Armor said.

"What about the Autobots, we can't just leave them here." Twilight pleaded.

Shining Armor looked at Optimus and his team, he smiled and said, "Would you all like to come to Canterlot, we can get you better places to rest besides this forest."

"Heyyyyy, that would be great." Beachcomber said.

"Yeah, I need to fix some of these scratch marks on my armor." Tracks said rubbing his scracth marks.

"Can we go Optimus?" Air Raid asked.

Optimus rubbed his chin and asked, "Are you sure it is alright Shining Armor?"

"Oh there is no trouble, the Princess will love to meet you." Shining explained.

"Well okay then, Autobots, transform and roll-" Optimus began.

"Leaving so soon." Came a deep and threatening voice.

Optimus turned around and said to himself, "No.....not now."

There, standing in the moonlight, was the leader of the Decepticons....

Megatron.

Chapter 10: Old Times, New BattlesEdit

Twilight had suddenly remembered what Optimus showed her friends and her, it was Megatron, the leader of the Decepticons. This was Optimus's greates foe? He didn't seem so dangerous.

"Hello, Prime." Megatron smirked and walked closer. Optimus got in front of the ponies and put his hand up.

"Not now Megatron, there are innocents here!" Optimus yelled.

Megatron laughed and the ponies got a little frightened at how dark he laughed.

"There were innocents on Cybertron Prime, that never seemed to stop you." Megatron smiled evily.

Optimus clenched his fists and glared at his nemesis. All the ponies stayed behind him and looked from behind his massive legs, but of course, Pinkie's curiosity got the best of her.

Pinkie dashed forward and looked up at Megatron, smiling from ear to ear.

"Pinkie, no!" Optimus yelled.

"Hi, I'm Pinkie Pie, so you know Optimus? That's so cool! So what are you here to do? Be friends with us? Party with us? Eat us?" Pinkie asked many questions.

Megatron looked at her disgusted and lowered his cannon at her.

"Get away you disgusting germ!" Megatron yelled and fired.

The ponies, Spike, and Royal Guard gasped. Pinkie's eyes got bigger as the energy ball went straight for her. Luckily, Bumblebee grabbed her and got out of the way as the blast destroyed the ground where Pinkie was just a few seconds ago.

Pinkie stuck her head out of Bumblebee's arms and said, "You big meanie!"

"I've had it with this world! I'm going to bring it to firery inferno! I will kill every living being on this planet and suck it dry of energy!" Megatron yelled in anger but then looked back at the Autobots.

"But first, I'll finish all of you off." Megatron threatened and raised his hand forward.

"Decepticons, attack!!!"

The forest erupted with many giant beings they fired blasts from their guns at the Autobots who fired back. The ponies, Spike, and Royal Guard were too frightened and confused to know what to do. Many flying triangles came from the skies and shot at the Mane 6, they closed their eyes not expecting what to happen.

Fluttershy opened her eyes to see Optimus in front of them with a smoking chest, he had just been shot! Optimus looked back at them and picked them up in his hands. The Mane 6, Cutie Mark Crusaders, and Spike were placed on the outside of the battlefield.

"You'll be safe here." Optimus told them. Twilight looked frantically and screamed, "Where is Shining Armor?!"

Optimus looked back and saw Shining Armor shooting arrows at the Decepticon Onslaught, who merely laughed and kicked him aside. Twilight screamed again.

Optimus charged in and punched Onslaught in the face, sending him crashing to the ground. Optimus Prime picked up the unconcious Shining Armor and placed him with the rest of the ponies. Twilight nudged him with his noes and Shining didn't move. Twilight was getting worried.

"He'll be alright, he is just unconcious." Optimus assured her and got back up.

To the ponies amazment, Optimus's right arm transformed into a shining blue barrel. Optimus cocked it and looked back at the ponies.

"Stay here." He told them, the ponies got the message, don't try and be heroes.

Optimus charged forward and shot blasts from his gun at the Decepticons who fired back. Megatron saw Prime coming for him and brought his hand towards a group of Decepticons.

"Onslaught, Brawl, Vortex, Blastoff, Swindle, combine into Bruticus!" Megatron ordered.

The ponies were even more amazed when they saw the five giants combine into this towering colossus. He had to be at least 90 feet tall! He trudged through the battlefield and shot at the Autobots who tried to block the massive blasts.

All of a sudden, a giant roar was heard coming from the forest.


-5 minutes earlier-

Grimlock, Slag, Snarl, Swoop, and Sludge were pacing themselves through this never ending forest, all except Swoop who was flying above them, locating the Autobots. Grimlock was just releived to be reunited with his Dinobot brothers.

"This take to long, me Slag want to fight!" Slag complained as he was assisting the injured Snarl.

"Me Sludge want fight too." Sludge said.

"Us no fight, until we found Autobots, than we find Decepticons who we can fight." Grimlock explained.

Slag grumbled and looked up at Swoop.

"What taking so long Swoop?!" Slag yelled.

"Me Swoop can't find Autobots." Swoop said.

Grimlock, Sludge, and Slag grumbled in anger, except Snarl who winced in pain again and held his side.

After another few minutes, Swoop heard the sound of gun fire.

"Me here gun fire! Autobots and Decepticons fighting!" Swoop cheered and dashed forward.

"Yes! Me Slag finally get to fight!" Slag yelled and dropped Snarl. Slag and Sludge ran forward, only to be stopped by Grimlock.

"No! You no go, me Grimlock go in first and you follow!" Grimlock said.

"NO!!! Me Slag want to fight now!!!" Slag yelled.

"What he say!" Sludge agreed.

"Me Grimlock leader, you do what me say!!!" Grimlock said and moved his face in closer. Slag and Sludge backed up in fear.

"Okay Grimlock, but we come when we want to." Slag said and picked up Snarl again.

Grimlock looked up and yelled, "Swoop, get back here!!!"

On cue, Swoop landed and transformed. He looked at Grimlock with anticipation.

Grimlock stepped forward in front of the Dinobots and transformed into his dino form. Grimlock's T-Rex head looked back and said, "Me Grimlock go first, you follow."

Slag, Sludge, and Swoop nodded. Snarl just put his head down in dissapointment.

Grimlock reared his head back and roared as loud as he could. He then suddenly charged towards the sound of fighting.


The ponies and Spike looked at a side of the forest and saw Grimlock break through the trees and charge at Bruticus. Twilight beamed and said, "Grimlock is back!"

"Is that a good thing?!" Scootaloo screamed.

"You'll see!" Rainbow Dash said and stared forward at Grimlock charging Bruticus.

Bruticus looked down and saw the mighty Dinobot heading right for him! Grimlock brought his jaws forward and bit down on Bruticus's leg. Bruticus shaked him off and punched Grimlock in the face. Jazz fought through the battle and somehow, got behind Bruticus. Jazz jumped up and climed up Bruticus's back, he shot Bruticus in the side of the head.

Bruticus shaked his head trying to get Jazz off, until the ponies noticed two other Autobots come from the forest too! The first one transformed in mid air and was now a four-legged beast with horns on its head, it charged at Bruticus. The second one, the ponies recognized, it was the one that saved them. This one transformed into the giant metal brid and flew at Bruticus.

The first one rammed its head into Bruticus's leg, Bruticus fell to one knee as Grimlock breathed fire all over his chest. The second one flew up above and shot blasts at Bruticus.

Bruticus had enough and swatted Swoop out of the sky, Swoop crashed on the ground. Bruticus got back up lifted up Grimlock and threw him against Slag. Optimus saw this.

"Aerialbots! Transform and merge into Superion!!!" Optimus ordered.

Silverbolt, Air Raid, Slingshot, Fireflight, and Skydive transformed into their colossus form. They were the same size as Bruticus. Superion and Bruticus charged at each other and locked hands, each one trying to push each other aside.

Megatron was getting tired of this and yelled, "Scrapper, Scavenger, Bonecrusher, Long Haul, Mixmaster, and Hook, combine into Devestator!"

The Constructicons did as they were told and formed Devestator. Megatron looked at another group of Decepticons.

"Motormaster, Breakdown, Dead End, Wildrider, and Drag Strip, combine into Menasor!" Megatron ordered.

The Stunticons did just that and were now their massive form of Menasor. Megatron pointed at Superion and yelled, "CHARGE!!!"

Devestator and Menasor charged and attacked Superion. Bruticus got back up and saw Devestator and Menasor holding Superion's arms. Bruticus punched Superion in the face.

Fluttershy covered her eyes and said, "I can't watch!"

Applejack nudged her and said, "Look!"

Fluttershy opened her eyes and saw two new Autobots come out of the forest where the other ones did. The larger one transformed into a long-necked monster and rammed Menasor. The second one struggled to transform but eventually did, and it was now a spiked monster. The spiked one swung its tail and knocked Devestator on the ground.

Superion got back up and continued to fight Bruticus. Megatron was getting pissed after his greatest fighters were being defeated. He than saw something that made his circuirty freeze.

Optimus Prime was charging right for him.

Megatron shook away the fear and charged as well. Two Autobots tried to attack Megatron. Megatron brought out his mace and smacked the Autobots: Bluestreak and Windcharger with his mace. They landed on the ground in pain.

Megatron aimed his cannon and shot twice at Optimus. He hit both shots perfectly on Optimus's chest but Prime kept moving forward! Megatron looked up and saw Thundercracker and Skywarp heading for Optimus.

Thundercracker transformed and shot at Prime. Skywarp transformed, brought out a sword, and sliced at Optimus. Prime blocked the sword and hit Thundercracker with his gun. Skywarp sliced again but Optimus was too quick and shot Skywarp in the face. The two seekers were out cold.

Optimus brought his gun back up but Megatron kicked Prime in the chest. Optimus fell to one knee as Megatron stood above him. Optimus looked up.

"I've waited a millenia for this Prime, time to meet your superior." Megatron said and raised his mace.

"NO!" Twilight shouted but emediatlly covered her mouth. Megatron looked over and saw the ponies hiding in the bushes.

"Awww, so these are the species of this planet." Megatron said as he began walking towards the ponies. Optimus grabbed his foot, and Megatron looked down.

"Please brother, do not harm them!" Optimus pleaded.

"Brother?!" Rainbow shouted.

Megatron raised his mace and shouted, "You don't tell me what to do!"

Megatron finished with smashing his mace against Optimus's face. Prime fell back, unconcious. Megatron continued to move forward. He glared down at the ponies when he was close enough.

"You? Soundwave lost to you?!" Megatron yelled, "That is just pathetic!!!"

Applejack gulped and said, "You...you stay back ya here!"

Megatron glared at her and roared, "YOU CAN'T CONTROL ME!!! SOUNDWAVE MAY HAVE LOST TO YOU, BUT I WON'T!!!!"

The ponies were terrified now and got close to each other. Even Rainbow thought that this guy was more terrifying than Grimlock.

Megatron raised his cannon at the ponies as it charged up.

"Oh no...not again." Pinkie whimpered.

As Megatron was about to fire, he heard a loud roar and turned to see a T-Rex charging at him!

Grimlock bit down on Megatron's right arm and lifted him up. Megatron struggled to get free, but freed himself by shooting Grimlock in the eye. Grimlock released him and shook his head, Megatron shot more blasts at Grimlock who couldn't block them.

Megatron jumped on Grimlock's back and shot him several times in the head. Grimlock was faultering and fell on the ground. Megatron got up and put his foot on the side of Grimlock's face.

"I have just defeated the mighty Grim-AHHH" Megatron said as he was tackled by Optimus.

Optimus gave Megatron the beating of a lifetime. He punched his face several times while Megatron tried to block. Megatron caught one punch and pushed Optimus off of him. Megatron aimed his cannon at Prime and shot him in the leg. Optimus yelled in pain.

"I should have killed you on Cybertron!" Megatron yelled and picked up his mace.

Megatron lifted up his left arm with the mace in it, and was about to bring it down on Optimus Prime....

....only to have his left arm ripped off.

Megatron, in utter horror, grabbed where his left arm used to be. He looked back to see Grimlock holding his arm in his jaws. Megatron lifted up his right arm and aimed his cannon at Grimlock....

....but got the surprise of his life when Grimlock's tail impayled his stomach.

Megatron coughed up Energon and fell on his knees. He screamed in pain when Grimlock pulled his tail out. He looked up at Optimus who was glaring down at him.

"So Prime.....are you going to finish this?" Megatron said coughing up more Energon.

Optimus glared down and aimed his gun at Megatron's head.

Megatron smiled evily and said, "So you choose to end this by killing me huh?"

Optimus waited a few seconds and put his gun down. Megatron was surprised.

"If I kill you, it wouldn't make me any better than you." Optimus said.

Megatron was stunned, after everything he did to Prime, Optimus still wouldn't kill him.

Optimus grabbed Megatron's throat and said, "But one day.....I.....will.....rip..out..your..spark."

Optimus was interupted by a laser hitting his shoulder. Grimlock dropped the arm and looked up to see Blitzwing flying by and shooting at them. Optimus fell back and saw as Blitzwing, Astrotrain, Ramjet, Thrust, Dirge, Thundercracker, and Skywarp stood by their hurt master.

Megatron groaned in pain, Blitzwing smirked at how much pain Megatron was in.

"How do you feel oh mighty leader?" Blitzwing joked and kicked Megatron in the side. Megatron groaned even more but didn't move.

Blitzwing turned toward Astrotrain and said, "Astrotrain, let's get out of here! The Autobots are overwhelming us!"

All the jets that were surrounding Megatron, transformed and flew off. Megatron looked up to see Soundwave staring at him blankly.

"Soundwave.....please do not leave me." Megatron actually begged!

Soundwave went down and picked up Megatron, "As you command Megatron."

Soundwave walked off with his master, Rumble was following behind him carrying Megatron's severed arm.

Optimus looked as the Decepticons were retreating, either flying or driving away into the forest. Optimus sighed with relief and got up. He walked by the ponies and motioned them to come out.

The ponies didn't move as they were frozen in fear. Optimus went closer to them and said, "It is alright, we are here, they are gone."

Optimus held out his hand and the ponies slowly climed on, as well as Spike and Applejack carrying the unconcious Shining Armor.

Optimus walked to where his Autobots were. They were in serious pain and could barely move. Optimus let down his hand and the ponies climed out. Optimus went closer to his team.

"Are all the Autobots okay?" Optimus asked.

Ratchet came up and said, "The team is fine, all except Huffer, he got shot up pretty bad."

"Awww, Huffer." Optimus looked down at his friend who was getting medical treatment from Hoist and Wheeljack. Optimus Prime went down and held Huffer's hand. Twilight was very surprised, not only was this Huffer guy Optimus's teammate, he was like a brother to him.

"Optimus....is-is that you?" Huffer could barely talk.

"It is I brother, you don't have to worry anymore, the Decepticons are gone." Optimus assured him.

Huffer winced in pain and said, "I'm....I'm dying Prime."

"No, you will live old friend, we will never let you die in vain." Optimus told him and held his hand harder. Fluttershy couldn't help it and started crying. Rainbow tried her hardest to fight back tears.

Huffer coughed and and closed his eyes. "NO!" Optimus yelled and shook him. Wheeljack pushed Optimus off.

"It's okay Prime, Huffer didn't die, he just went into lockdown mode." Wheeljack told him. Optimus sighed with relief. Twilight nudged Optimus's hand, Prime looked down at her.

"Optimus...we can take you and your team to Canterlot, your friend Huffer can get medical attention." Twilight told him. "Thank you, Twilight Sparkle." Optimus said and stood up.

"Autobots, let's roll." Optimus said and looked at the ponies, "You lead the way."

Twilight nodded and walked forward, her friends followed with Applejack carrying Shining Armor the whole way. Spike and the Cutie Mark Crusaders stayed close this time. The Royal Guard walked with the Autobots or flew by them. Rainbow Dash suddenly saw someone behind her as they were walking through the forest.

Grimlock, in his robot mode, was with his Dinobot brothers. They followed behind the pack of Autobots. Rainbow flew up to Grimlock's face and flew beside him as they walked.

"Oh..... you again." Grimlock said.

Rainbow smiled softly and said, "Hey, I just want to say thank you, for saving us twice I mean. And even after I attacked you."

Grimlock suddenly remembered his past with this pony, he sighed and looked at her. "You welcome, what you name?" Grimlock asked.

"I'm Rainbow Dash!" Rainbow beamed and touched her chest.

"Nice meet you, me Grimlock." Grimlock told her.

"Yeah, I figured that." Rainbow said.

Grimlock pointed to his team, "Him Slug, him Snarl, and him Swoop.

"Wow, a lot of 'S' names huh?" Rainbow said.

Twilight walked by Optimus Prime. She felt safer next to him, his heroism, his bravery, and his friendship of his teammates. Twilight felt respect for Optimus, he risked his life to rescue her brother. This confused Twilight, how can giant aliens be so powerfull, yet so gentle?

Twilight had many more questions to ask when they got to Canterlot.

Chapter 11: Meeting the RoyaltyEdit

Lost. The Decepticons have lost in a major battle with the Autobots in this cursed forest. Deep in an abondoned cave, was the badly injured Megatron and his evil Decepticons. Megatron was never in so much pain, he had lost an arm and got stabbed in the stomach. The Decepticon Blast Off was doing his best to heal his wounded master.

Megatron winced in pain yet again as his wiring in his arm was being tampered with. His arm had to be re-attached at once.

Blast Off was trying his hardest but Megatron wouldn't ease up on him.

"Carefull you fool. You might destroy all the components in my arm socket!" Megatron said.

"Sorry Megatron.......why were you easily beaten? You're our master, you can't fall so easily." Blast Off said.

"How would you like to face Optimus Prime and Grimlock at the same exact time?" Megatron asked him.

"I wouldn't." Blast Off admitted.

"That's what I thought. OW!!!" Megatron yelled as Blast Off began working on his stomach areas, putting the wiring and circuitry back in.

Megatron was beginning to feel dizzy and his optics were going dark. He was never in so much pain. Astrotrain and Blitzwing came to his side. He looked over to see Blitzwing smirking.

"What are you smiling about Blitzwing?!" Megatron asked.

"You're dying Megatron, and when you do, I will be the new leader of the Decepticons." Blitzwing calmly said, knowing Megatron can't do anything to him in this state.

"You will never be the leader of the Decepticons! I will not die!" Megatron yelled but yelled in agony as his circuits were being torn out in place of new ones.

"Are you sure about that oh mighty leader?" Astrotrain asked smiling insanely.

Megatron didn't know what to think.

As the horrible surgery kept on going, Megatron heard footsteps coming inside the cave.

"Who....is...that?" Megatron could barely talk.

"It's.....It's..." Brawl said as he pointed his gun at the unknown person. Megatron couldn't see who it was.

"Hello fellow Decepticons, I bring you no harm, but I do bring you infromation involving our mighty and powerful master." Came a high pitched and cocky voice.

Megatron recognized it immediately. Starscream.

"Show yourself....coward." Megatron stuttered.

The rest of the Decepticons raised their weapons and prepared to fire but Starscream put up both hands.

"I have information on how to heal Megatron you fools, you would be wise not to hurt me!" Starscream yelled.

"Lower your weapons Decepticons." Megatron wheezed. The Decepticons obeyed.

Starscream smirked as he walked closer to Megatron. Megatron looked at him.

"How can I be healed?" Megatron asked.

"I will only tell you if you take the hit off me." Starscream said.

"What hit?!" Megatron yelled.

"You wanted to kill me, you thought it was my fault that we got sent to this cursed planet, so I want you to take... the... hit... off... me." Starscream slowly said.

Megatron thought about this for a moment and looked at his torn apart insides.

"Okay Starscream, you are part of the Decepticon ranks yet again." Megatron scowled.

Starscream chuckled and got closer to Megatron. He began, "Simple surgery cannot save you Megatron, instead I have found a new powerful artifact that has the power to do just that."

"Powerful....artifact?" Megatron asked.

"Artifacts to be precise," Starscream corrected himself, "they are called The Elements of Harmony, they're extremely powerful and located in the capitol of this world."

"What is this world called.....Starscream?" Megatron asked.

"It is called Equestria." Starscream answered.

"I see..." Soundwave began. The Decepticons looked at the communications officer.

"Equestria, as in equine, which is another expression for horse or pony." Soundwave explained.

Megatron looked at Starscream again.

"Starscream...." Megatron wheezed. Starscream looked at his fallen master.

"To prove yourself worthy to me again, you must collect these Elements of Harmony and bring them to me." Megatron told him.

Starscream bowed and said, "I will not fail you, lord Megatron!"

"Take as many Decepticons as you please......do NOT fail me Starscream!" Megatron threatened and layed back down.

Starscream looked at the massive group of Decepticons and pointed out the ones he wanted to take.

"Thundercracker, Skywarp, Swindle, Vortex, Brawl, Onslaught, Blast Off, and Soundwave, you are all to come with me, I will be your commander!" Starscream said.

"Oh great." Swindle groaned.

"Get going Starscream! I don't have much time!" Megatron threatened.

"Time is of the essance, we wouldn't want our leader to die now would we?" Starscream smirked.

"I hate your jokes so much Starscream, now go!!!" Megatron roared and layed back down.

Starscream, Thundercracker, Skywarp, Vortex, and Blast Off transformed into their flying modes and flew out of the cave and into the skies. Swindle, Brawl, Onslaught, and Soundwave transformed and followed the flyers on the ground.

Skywarp flew by Starscream and said nervously, "Hehe, no hard feelings right Starscream?"

"Ohhh, none what so ever." Starscream said with venom dripping from his voice.

The 9 Decepticons traveled through the forest, on the hunt for The Elements of Harmony.


The large group of Autobots, ponies, dragon, and Royal Guard, have passed Ponyville without being noticed. It was still night, but the moon was getting lower, it was to be day very soon. Rarity was lagging behind, she didn't get any sleep. Applejack shaked her head to keep herself awake. Rainbow yawned constantly. Fluttershy was already asleep and Bumblebee carried her in his hands, it was quite adorable and Bumblebee couldn't help but smile. Pinkie wasn't tired at all, and hopped the entire way.

The Cutie Mark Crusaders were sent to their homes right when they got to Ponyville. Hopefully, they will have learned their lesson.

The walk to Canterlot was very quiet, all except Pinkie who kept asking the Autobots to transform and take her for a ride. The Autobots tried their best to ignore her. Twilight looked over at Optimus again and saw that he was limping.

"Oh no! Optimus, are you okay?!" Twilight asked.

Optimus touched his leg and saw that it was static with circuitry coming out along with liquid Energon. Optimus groaned in pain.

"I'll be fine for now, just gotta.....ignore it." Optimus said.

"No you're injured, we'll get you help right away when we get to Canterlot." Twilight finished with a smile. Optimus felt happier now that this pony cared so much about him and his team.

Shining Armor awoke on the back of Applejack. He shook his head to regain his senses.

"Oh my aching..." Shining began.

"OH Shiny you're awake!" Twilight walked by him and nuzzled her brother.

"What happened?" Shining asked.

"You got attacked by a Decepticon, but Optimus saved your life." Twilight said and smiled at Optimus.

Shining looked up at Prime, Optimus nodded and continued to walk.

"Oh, thank you Optimus, I owe you my life." Shining told him.

"You don't owe me anything, the Decepticons attacked you, and it was my sworn duty to protect every living thing from their wrath." Optimus Prime explained.

"Wow." Twilight felt even more respect for Optimus.

Bumblebee looked down at the sleeping pony in his hands, Fluttershy's silent breaths were barely heard as her tiny chest went up and down. Bumblebee felt warm inside, how this pony could make Bumblebee's worn-torn spark warm up, he didn't know.

The rest of the walk was quiet, after a few hours, the sun came up and the Autobots, ponies, dragon, and Royal Guard had arrived at Canterlot. Shining Armor got off of Applejack's back and walked by himself, slightly limping.

The front gates were closed, two Royal Guard stepped up and saw the massive giants in front of them. They panicked but suddenly saw Shining Armor putting his hoof up.

"It is alright Guards! They're friendly, we're here to see Princess Celestia, royal buisness." Shining Armor explained.

The Guards backed up in fear and opened the gates. The Autobots walked past them and some waved to the Guards.

The walk through Canterlot was just what the Mane 6 had expected; fear. All the up-tight ponies were terrified as the Autobots calmly walked through the city. Optimus payed them no heed and continued to lead the Autobots, of course the ponies led the way.

After a few minutes of walking, they had arrived to the royal grounds. Shining Armor waved at his Royal Guards to go away, they did and soon it was just the Mane 6, Spike, Shining Armor, and the Autobots.

Shining gulped and walked in first. The Autobots shuffled nervously, not knowing what to expect. Twilight saw this and acted quickly.

"Don't worry Autobots, the Princess is very nice and very fair, she will understand you're not a threat to this world." Twilight said smiling.

"Yeah, you saved our lives after all!" Rainbow Dash said.

"And saved mah sister." Applejack smiled.

"Oh yes, you are all very nice, the Princess will just love you!" Rarity gushed.

"yeah." Fluttershy quietly agreed and yawned from just awakening.

"Celestia is the nicest Princess ever! You guys will be just fine!" Pinkie Pie told them.

Just then, the doors busted open and hundreds of Royal Guard spilled out with spears raised. They circled the Autobots and pointed the spears at them.

"Hooves up where we can see them!" Shouted a Royal Guard.

"Hooves?" Jetfire whispered to Hoist. Hoist shrugged not knowing what it was either.

Optimus quickly thought that hooves must mean hands in this world. So Optimus Prime raised his hands in the air making him not a threat. The Autobots saw their leader do this and did the exact same thing. All the Autobots had the hands in the air except for Huffer who layed on the ground unconcious.

Grimlock and the Dinobots were the only ones who didn't raise their hands.

"You no make me raise hands, organics!" Grimlock shouted. The Guards backed up but continued to hold their spears.

"Yes, yes! No!!! I agree!!!" Slug said glaring at the Guards.

Optimus turned to the Dinobots, "Grimlock, Slug, Snarl, and Swoop, put your hands in the air now! We can't be seen as a threat to this world!" Optimus ordered.

The Dinobots groaned and slowly raised their hands.

The Mane 6 were very stunned to see the Royal Guard acting this way. Celestia wouldn't do this to innocent creatures, what did Shining Armor tell her?

Ironhide chuckled and leaned down to Twilight a little, he said, "Hehe, Celestia obviously thinks we are not a threat to this world."

Twilight didn't say anything and moved where the Royal Guard wanted her and her friends to go, behind the Autobots as they were forced inside the royal room of Celestia. Mirage picked up Huffer this time and followed the rest of the team.

As the Autobots were being forced to walk down the long hallway with hands in the air, Jazz nudged Prime and said, "What do we do Optimus?"

Optimus answered not even looking at him.

"We will wait and see, old friend."

Chapter 12: A Prime ProblemEdit

As the Autobots were forced into the throne room of Celestia, they didn't know what to expect. Even Optimus was surprised to see what Celestia looked like. She was bigger than the ponies, her mane flowed majestically, even though there was no wind. She stared at the towering monsters that entered her throne room.

Shining Armor was standing by her side, looking quite nervous. The Roayl Guard were still holding their spears at the Autobots, Celestia saw the monsters with their hands raised and spoke up.

"Royal Guard, you may leave us now, this a royal discussion only." Celestia raised a hoof.

The Royal Guard were stunned and stayed where they were, until one spoke up, "Uhhh.... Princess.... I think we should... ummm.... stay here and protect..."

"Now Royal Guard." Celestia said sternly, "That's an order."

The Royal Guard poured out of the room, leaving only the large group of Autobots, Mane 6, Spike, Celestia, and Shining Armor. Optimus put his hands down, so did the other Autobots. Celestia stood up and announced herself.

"I am Princess Celestia." She said. The Mane 6 and Spike bowed, the Autobots didn't.

Twilight looked up at Prime who had his arms crossed, Optimus heard a sharp 'pssst' from below him. He looked down and saw Twilight bowing.

"Oh......do you want us to bow?" Optimus asked. Twilight nodded and eyed the Princess.

With very confused looks Optimus recieved from his fellow Autobots, he bowed before Princess Celestia. Twilight smiled calmly......that is until the other Autobots didn't bow.

"Prime...what do you think you're doing?" Jazz asked.

Optimus stopped bowing and looked back at him, "It is a sign of respect, Autobots. We want to make a good impression on the ruler of this world, so bow."

Grimlock had enough.

"NO!!!" Grimlock yelled. Optimus looked at him confused and waiting for an explanation.

Grimlock looked directly at this so called Princess and said, "Me have been through a living hell when me got here! Me fight a strange monster, me battle Decepticons, and me did all of this for the ponies! But me will NOT bow!"

"Yes! I will not bow as well!" Slug agreed as he always does.

"Neither will I!!!" Swoop shouted.

"Or I!!!" Snarl finished for the Dinobots.

The ponies gasped at how rudley these Autobots were acting, especially in front of the Princess! Twilight turned to Celestia but was confused to see her with a normal calm face.

Optimus placed a hand on his face and had enough of the Dinobots' ignorance.

"Grimlock, Swoop, Slug, and Snarl, bow to the leader of this world!" Optimus said with sterness in his voice.

"NEVER!!!" Grimlock shouted.

"That is an order!" Optimus yelled back.

Grimlock was about to give Optimus a piece of his mind when he looked over to the rest of the Autobots who were already bowing. Wheeljack looked up at Grimlock and said, "Just do it, Grimlock. I'll repair your circuits after, how does that sound?"

Grimlock thought of the offer and loved it when his circuits were cleaned. With a loud and deep groan, Grimlock bowed before Princess Celestia, the other Dinobots had no choice but bowed as well.

"You know...." A very calming voice caught all of the Autobots' attention. They looked to see this Princess speak.

Celestia continued, "You didn't have to bow to me, I wouldn't have forced you to if you didn't."

Grimlock emediatly stood up and placed both hands on his head in regret. Oh he didn't even NEED to bow! The other Dinobots stood up wuickly and looked around the room nervously. Celestia gave a hull hearted chuckle at the embarrasment these aliens were feeling.

After a pregnant pause, Twilight remembered something that bothered her.

Twilight looked at Shining Armor and asked, "What happened, Shiny, you know these Autobots are peaceful, why did the Royal Guard subdue them?"

Shining looked at Celestia who explained, "I sent the Royal Guard to do it, when Shining Armor told me that aliens were here to meet me, I had to take precaution, even if they are peaceful, we can't trust them."

"But... but Celestia..." Twilight stuttered but Optimus held a hand in front of Twilight stopping her.

"I do not blame you for not trusting us, Princess. We are a very violent race, but we believe in peace and prosperity, we need to be violent when we need to, and that is to protect ourselves or protect someone else." Optimus explained looking down at the ponies.

Celestia thought about this for a moment and said, "In any case, that's what we're here to discuss, right Shining Armor?" Celestia looked at him.

Shining coughed and said, "Um, Princess, maybe Twilight should speak first. She was the one who first encountered the alien and could probably tell you more than I could."

"Twilight, please step forward." Twilight shivered when her name was called and slowly trotted towards the Princess, stopping just a few feet away from her throne.

"Now I want you to describe everything that happened after you sent me the letter describing the monster incident in Ponyville." Celestia said.

Twilight gulped and began, "Well, to start, Grimlock was the monster that came into Ponyville..."

"Grimlock?" Optimus asked looking back at the Dinobot, all the Autobots had their attention on him.

Grimlock looked down and said, "Oh great..."

Twilight cleared her throat and began, she went over everything; how they had found Grimlock surrounded by the corpses of the Manticores, how they had tried to capture him only for him to defeat all of them and escape, and how Rainbow Dash had chased after him on her own.

Stopping Twilight at that point, Celestia sent a disapproving gaze towards Rainbow Dash who looked down in shame. The Autobots were very mad at Grimlock at what he did.

"Grimlock, you hurt the ponies?!" Optimus sternly asked.

"They attack me, me defend myself." Grimlock said.

"You threw Rarity, swatted Fluttershy, and attempted to crush Twilight and Rainbow Dash, yeah, that is really defending yourself." Prowl said sarcastically.

Celestia looked back at Twilight.

"Continue please..." Celestia said.

Twilight continued to the part where Grimlock saved their lives from the dragon and ran away from them. Celestia smiled and looked at the mighty leader of the Dinobots.

"Grimlock....is it?" Celestia asked, Grimlock nodded once and crossed his arms again, Celestia cleared her throat and began, "Well then, I thank you for saving my pupil and her friends. If it hadn't been for you, they would have been killed by that dragon, thank you once again, good sir."

Grimlock nodded again and put his arms down, he looked down at the ponies he had saved and they looked back. Twilight no longer felt frightened when she looked in that red visor of his, she felt calm, knowing that this Autobot would not hurt them anymore.

"Well Grimlock, you did good. Saving the ponies from a monster after they tried to capture you, I'm proud of you Grimlock." Optimus told him.

Grimlock took his attention off the ponies and onto Optimus Prime, "It was nothing, Optimus Prime."

Celestia was silent as Twilight finished the story, she looked around the room until her eyes settled on what appeared to be the leader of these creatures.

"Well, it seems you have all been through a lot this past day, I will allow each of you to stay in one of our guest rooms and take a long deserved rest." Celestia smiled at each of the ponies, they smiled and nodded with enthusiasm.

Celestia looked at Shining Armor and said, "Okay Shining, I would like you to leave now, and to settle down the ponies outside."

"Bu-but your highness, that would mean leaving you with-" Shining began.

"With the aliens, yes. But they aren't dangerous by the looks of them, so just go and calm the city ponies down okay?" Celestia told him.

Shining Armor ran out the door a little faster than normal, looking back at the giant Dinobots, Swoop and Snarl looked at him which caused Shining ro shiver and run out of the room. The mares giggled at the sight of Shining being afraid.

"Well now, I guess we can discuss the matter at hoof now." Celestia said. "What are all of your names?" Celestia asked. The Autobots groaned, not wanting to spend a longer time introducing all of them. So only Optimus introduced himself.

"My name is Optimus Prime." The leader of the Autobots said.

"Well Optimus Prime, what are all of you doing in Equestria? When obviously you're not from here." Celestia said.

"We come from a planet called Cybertron, millions of years ago, a war ravaged the planet until our race was almost depleated. We got in a ship called The Ark, and found a new world to live on until the war was over and we could rebuild. Unfortunatly, the Decepticons ruled Cybertron after we left millions of years ago. We arrived on a planet similar to this one called Earth, when we did, we ran low on a substance that we needed to survive; Energon. We decided to use the Space Bridge to send a group of Autobots to Cybertron and collect the Energon. But something went haywire, and all of us were sent to this world instead. Oh and I apologize for how Grimlock here acted with the ponies, he can get angry easily which is why he is one of my best fighters." Optimus finally finished.

Celestia was.....stunned to say the least. These were aliens that fought in a war, and tried their hardest just to survive on a new world. Celestia couldn't bare the thought of leaving Equestria and finding a new world to live on. These Autobots were very brave.

"Is there anyway you could get home?" Celestia asked.

"No, we don't have the technology to make a Space Bridge, and this world is far to primitive, we may be stuck here for a long time." Optimus said. The Autobots looked down sadly.

Celestia didn't feel afraid of these aliens anymore, she felt sad for them. There must be some way she could make it up to them.

"Well, as long as you stay in Equestria, you may live here with the ponies until we find a solution." Celestia smiled at them.

"That is great news, because the Decepticons are here as well, we have to protect this world from their wrath." Optimus told her.

"Who are the Decepticons?" Celestia asked remembering Optimus mention them in his speech awhile ago.

Optimus looked straight at her and said, "The Decepticons are an evil race of Cybertronians. They destroyed Cybertron, which made us have to leave. They were and are still lead by the power hungry leader of the Decepticons; Megatron."

"Where are they now?" Celestia was concerned about the safety of her kingdom, if these Decepticons destroyed a planet run by giant alien robots, what could they do to a planet filed with peace loving ponies?

"We do not know, they are on this world though, and we will defend it from them." Optimus told her.

"Thank you Optimus Prime, you would really do that for us?" Celestia asked.

"We will not just stand by and let this world end up like Cybertron, we will never let that happen to an innocent race." Optimus said.

Celestia smiled and said, "Well, we will need living arrangements while you are all here. You may all stay at the castle or Ponyville."

"Wait!" Mirage shouted. Celestia looked at the Autobots who was holding something in his arms.

"What about Huffer and all of us?! We need to be repaired!" Mirage said.

"Yeah!" Skydive agreed.

Soon all the Autobots began arguing with unnoticable words until Optimus yelled, "ENOUGH!"

The Autobots stopped instantly and looked at their leader. Optimus turned to Celestia and asked, "We do need to be repaired, is there anything you can do for us?"

Celestia thought for a moment and said, "Guards!" At that moment, two Guards busted through the doors, past the Autobots and bowed in front of their Princess. Celestia smiled and said, "Take the Autobots to the medical hut, it is the least we can do to thank them for saving Twilight and her friends."

The two Guards stepped out the door and said, "Follow us Autobots, we will get you healed."

The Autobots walked out the door, Optimus turned back to Celestia and said, "Thank you, your highness."

Celestia nodded and watched as the Autobots left the room, along with the ponies and Spike. The only one left was Twilight.

"Thank you Princess." Twilight smiled.

"Your welcome, my most faithful student." Celestia said back.

Twilight galloped up to her throne and hugged her. Celestia smiled and nuzzled her.

"Thanks for giving them a chance, Princess." Twilight said.

"It was my pleasure, they seem very nice." Celestia cooed.

Twilight let go and galloped out of the room. Celestia sighed happily. She had accomplished something great today.

Little did Celestia know, that she had sparked a great war approaching.


When night fell, Canterlot was silent. The Autobots took refugee there, all of them were resting their components in a large area specifically for them. All of them were transformed in their vehicle modes and used it as a large truckstop. The Dinobots didn't transform and just layed on the ground staring at the stars.

Even the wind was silent, all too quiet until the sound of jets came soaring above.

Starscream, Thundercracker, Skywarp, Blast Off, and Vortex, flew quietly above the capitol, not wanting to bring attention to themselves. Soundwave, Onslaught, Brawl, and Swindle had to walk through Canterlot, very quietly.

They all came upon the Elements of Harmony tower. Starscream hovered in the air.

"My scanners show the Elements of Harmony are in that structure, we must be very quiet." Starscream said to the jets hovering next to him. "Vortex, tell the Decepticons below us to follow very quietly." Starscream whispered sharply.

Vortex flew down and met the Decepticons.

"Starscream's orders; follow us inside, make an entrance, but DON'T make noise." Vortex said.

"Affirmitive, Onslaught, create an entrance." Soundwave ordered.

Onslaught walked over to the wall and sawed a giant circle for them to enter. Starscream, Thundercracker, Skywarp, Vortex, and Blast Off transformed on the ground and got behind Onslaught.

Soon the entrance was made and Onslaught pushed the piece of wall to the side.

"Success." Onslaught whispered.

The 9 Decepticons slowly walked inside. Wincing at every step they took as they made noise. They came across a locked door that had a magical seal.

"This is it. My scanners show this is the door that holds the Elements of Harmony." Starscream said and tried to open the door, it wouldn't budge.

"Starscream, the door has a seal that can't be opened normally." Soundwave explained.

"Then you open it you big nerd!" Starscream whispered sharply and stepped away from the door.

Soundwave's chest opened and out came a long wire, the wire locked on a hole in the door and began making an electric sound.

"It is working." Soundwave said.

The door slowly opened, Starscream pushed Soundwave out of the way. He looked inside and brought out a small box covered in jewels.

"This is it, Decepticons, transform and return to Megatron. Time to heal our master." Starscream said and transformed.

He took off to the skies, followed by Thundercracker, Skywarp, Blast Off, and Vortex. Onslaught, Swindle, Brawl, and Soundwave had to walk out of the city.

As they passed a few buildings, Swindle's optics caught something moving on the side of a building. He looked straight at the movement but saw nothing. He shrugged and continued to walk out of Canterlot.


Brawn had just seen the Decepticons leaving Canterlot, he got to cover as Swindle looked at him. Luckily, Swindle shrugged it off and continued to walk. Brawn got out of hiding and looked at the Decepticons walking away.

"I gotta go tell Optimus." Brawn said and ran straight for the Autobot camp.

Brawn had a feeling deep in his circuitry...

This was not going to end well.

Chapter 13: Rebirth of MegatronEdit

Megatron wasn't holding up well. He was in intense pain from his damaged insides. If Starscream didn't get there soon, Megatron would be a goner.

Blitzwing on the other hand, wanted Starscream to be late. Blitzwing had always wanted to be leader of the Decepticons, but Megatron was just too strong to die.

As the Decepticons were sitting in the cave bored, Scavenger was giving Megatron some of his Energon to keep his master alive. Scavenger cut his arm again and poured the liquid Energon into Megatron's open wound to keep him alive.

"I live to serve you lord Megatron." Scavenger muttered.

"Your loyalty shall be rewarded....someday." Megatron wheezed.

As the Decepticons continued to mope around, Breakdown spotted something outside the cave.

"Starscream and his brigade have arrived Megatron!" Breakdown shouted

Starscream, Thundercracker, Skywarp, Vortex, and Blast Off, transformed and landed on the ground. They walked slowly inside the cave as Soundwave, Onslaught, Swindle, and Brawl drove by and transformed as well. Starscream and his team walked inside the cave with Megatron looking at him.

"Did you bring it?" Megatron studdered a little.

"Yes Megatron." Starscream said and pulled out the box. He placed it on the ground while the Decepticons circled around it.

Megatron got up but groaned in pain as he moved closer to the box. Megatron slowly brought his finger down and lifted up a the lid. Megatron's big fingers couldn't get what was inside the box.

"Soundwave, eject Frenzy, get the Elements out of the box." Megatron said weakly.

Soundwave ejected Frenzy from his chest, Frenzy walked over and slowly got the Elements out and placed them on the ground in front of Megatron.

"How do these things work Megatron?" Frenzy asked.

"I don't know you little creep, Soundwave, how do these work?" Megatron asked.

Soundwave explained fully, "The Elements of Harmony can't be used normally, although they are extremely powerful, they must be activated by the Element Beares for them to work."

"The Element Beares? Who are they?" Starscream asked.

"I don't have time to find them, or enough time to know who they are! I'm going to die if we don't use these Elements now!" Megatron weakly yelled.

"But how do we activate them without these so called 'Element Bearers'?" Barricade asked.

Megatron thought for a moment and suddenly looked up, he said, "With Dark Energon."

The Decepticons were stunned to hear that. Soundwave spoke first, "Megatron, using Dark Energon on the Elements of Harmony could bring unknown chaos and disharmony to this world, the Elements of Harmony are what keep this world peaceful, we could be endangering ourselves."

"I do not care for this world, our safety is a sacrifice I will have to make!" Megatron yelled and clutched his stomach again.

"Now stand back Decepticons." Megatron said as his fist began to glow with raw, purple energy.

Megatron let loose a blast of Dark Energon straight at the ground where the Elements were. The Elements began to shake and change color. When Megatron was done he collapsed on the ground and saw as the Elements started to float.

The Elements were no longer the colors they were before, they were now dark purple that glowed violently. The Elements continued to rise until they shot a blast together at Megatron. Megatron screamed in pain when the blast hit him. But his screams of pain turned to grunting.

Megatron slowly rose as the long stream of purple energy kept going into his chest. The Decepticons were surprised to see Megatron's wounds healing up. Megatron stood up and clenched his fists.

"I am stronger than before, I am the being of Dark Energon, I am Megatron!!!!!" Megatron screamed as the stream of energy stopped and the Elements fell to the ground, completely drained of energy.

Megatron looked more powerful than before, his purple lights glowed brighter, his appereance was more dominating, and he looked as if he just came out of the construction lines.

"Wow Megatron, you look brand new." Barricade said.

"I feel so much stronger too." Megatron said looking at his fist and clenching it.

Starscream coughed and said, "I believe you owe someone some gratitude."

Megatron turned to Starscream and said, "You did good Starscream."

Starscream smirked only for Megatron to glare at him. Soundwave touched the Elements and analyzed them, he began, "Megatron, scanners show that the Elements of Harmony have been depleted of energy, what should we do with them?"

Megatron thought for a moment and smiled devieshly.

"Do we have radio contact?" Megatron asked Soundwave.

"Affirmitive, who do you want to contact?" Soundwave asked.

Megatron looked at Soundwave, still smiling.

"An old ally of mine." Megatron said. Soundwave transformed into his boom-box form, ready to contact.

Megatron began, "Send this message to.....Cybertron."


Twilight awoke to a bright morning. She yawned and sat up, rubbing her eyes she remembered what happened. She, her friends, and Spike got to stay in Canterlot for the night to recover from everything that happened.

She was in a normal room, all her friends got to stay in rooms of their own, except Spike, he slept in the same room Twilight was in, he just slept on the couch in the room.

"Spike, wake up." Twilight cooed and saw Spike squirm and yawn.

Spike scratched his back and stretched out his limbs. "Morning Twilight." Spike said.

"Morning Spike." Twilight smiled and got out of bed. She walked over to the bathroom and got some water. She walked back out and heard a knock at the door.

"Coming." Twilight gracefully said.

She opened the door to see Rarity looking worried.

"What's wrong Rarity?" Twilight asked.

"Uhhh, Celestia is outside talking with the Autobots, something happened last night, and Celestia is very mad." Rarity said.

Twilight was taken back by this and looked at Spike.

"Spike, let's go." Twilight sternly said and walked out the door. Spike got up and saw Rarity.

"OH! Hehe, hey Rarity." Spike nervously said.

"Come on Spike, we don't have time to talk!" Rarity said and grabbed Spike's hand. Spike blushed.

"You're....holding my hand." Spike smiled nervously. Rarity rolled her eyes and pratically dragged Spike outside to the royal grounds.

When Spike and Rarity got there, they saw Twilight, Fluttershy, Pinkie, Rainbow, and Applejack standing next to Shining Armor. The Autobots were looking around nervously as Celestia was speaking with Optimus. Rarity and Spike joined the group of ponies and looked up to the Autobots. Rarity sighed with relief when she saw Huffer fully healed and standing with the Autobots.

"Well, all the Autobots were here as accounted for, and none left the premises." Optimus told Celestia.

"What about your friend over there?" Celestia pointed at Brawn.

"Brawn, come here." Optimus said. Brawn trudged over to Celestia and Prime.

"Brawn, what did you do last night?" Optimus asked. Brawn looked at Celestia.

"I swear, I didn't steal anything, the Decepticons were here leaving Canterlot!" Brawn explained.

"Never the less, the Elements of Harmony were found missing last night, and there was a massive hole in the Element Chambers, I'm not blaming you or your team Optimus, but still, we may have a problem here." Celestia explained.

"The Elements are gone?!" Twilight screamed.

"Calm down Twilight, Celestia has told us the intense power they hold, and in the hands of the Decepticons it could be catastrophic." Optimus said.

"I told you the Decepticons stole the Elements!" Brawn yelled.

"What do we do?" Fluttershy asked.

"We will have to get the Elements back, Celestia said that without them in Equestria it could mean never ending chaos." Optimus said.

"Well where do we look first Prime?" Wheeljack asked, "We don't exactely know where the Decepticons are."

Optimus rubbed the back of his head and didn't say anything for a while.

"Maybe we could.." Optimus began but was interupted by Blaster.

Blaster's shoulder opened and a small radar dish came up.

"My scanners located Decepticon activity heading this way!" Blaster shouted.

"Celestia, you need to get somewhere safe, we will hold off the Decepticons." Optimus said.

"No Optimus, we will negotiate with these Decepticons, and I will find out what happened to the Elements of Harmony." Celestia told him.

Optimus sighed and said, "At least get behind me." Celestia did and stood behind Optimus. The Mane 6 and Spike began to get scared, Shining Armor assured them, "Don't worry, the Autobots and I will protect you."

Blaster walked closer to the street, "It sounds like the Decepticons are coming......right....about....no-" Blaster couldn't finish when he was shot in the shoulder by a missle. Blaster landed on his back and looked up.

A long, flying purple object flew past the Autobots. It made a U turn and shot several missles at the group. The missles connected with several Autobots. One missle was headed for the Mane 6, as they saw it draw nearer, Trailbreaker got in front and used his force field to block the missle.

The flying Decepticon hovered above the Autobots and was about to fire laser blasts at the group, until Optimus used his gun to shoot down the Decepticon.

The Decepticon landed on the ground and crashed into some debris. Optimus pulled out his Energon Ax and prepared to fight. The Decepticon transformed and knocked the debris off of him.

Revieling none other then Shockwave.

"Optimus!!!" Shockwave growled. Optimus Prime held his Ax in front of him and glared at the mad scientist.

Twilight was terrified at this Decepticon, he had no face, but instead had a glowing purple eye that lit up when he said 'Optimus'. His left arm was a long, tube-like device that glowed purple at the end of it. His color was mainly dark purple and he had metal wings on his back.

Shockwave looked at the Autobots, and then at the ponies.

"What interesting specimins, I might have to get a closer look." Shockwave said and began to walk closer to the ponies. Grimlock stepped in front of the ponies and glared at his old enemy.

"Awww, hello Grimlock, long time no see, how is the new body treating you?" Shockwave asked.

Grimlock clenched his fists. It was Shockwave who turned him and his Dinobots into robotic dinosaurs. Now Grimlock is glad to be stronger with his T-Rex form, but Shockwave did horrible things to him and Grimlock hates him for it.

"What are you doing here you maniac?!" Ratchet yelled. Shockwave suddenly remembered.

"Lord Megatron called me here, said he needed a job done, I've just come to deliver this." Shockwave said and opened his right fist. Six little pieces of metal landed on the ground.

Shockwave looked back at Optimus and pointed his finger at him.

"Prime," Shockwave began, "one day......but not today."

Shockwave finished by transforming back and flying off. It was all quiet and Shining Armor was the first to speak.

"What the hay was that thing?" Shining asked looking at where the Decepticon had dropped the metal pieces.

"That......is Shockwave." Optimus said, having his Ax transform back into a little staff. Optimus walked over to what Shockwave dropped and went to one knee to get a better look. Celestia walked next to him, Twilight and her friends followed.

Celestia gasped at what was on the ground, so did the Mane 6. It was the Elements of Harmony, completely void of color and emotion.

"What happened to the Elements?!" Applejack asked frantically.

"It can't be true." Optimus muttered, the ponies looked up at him.

"What is it Prime?" Spike asked. Optimus got a closer look and examined the Elements for a few seconds until he spoke up, "The Elements of Harmony have been infected with Dark Energon."

"Dark Energon?" Rainbow thought out loud.

"I thought Energon is what kept you all alive?" Twilight looked at Optimus expectantly.

"Normal Energon perhaps, but Dark Energon is a deadly substance that kills on touch." When Optimus said that, the ponies and Celestia backed away from the Elements.

"Oh no, this Dark Energon is already depleted, it is not harmful now but the Elements are still infected with it." Optimus explained.

"Wait, so the Elements can't work anymore?" Twilight asked. Optimus looked over to the Autobots.

"Perceptor, we need a diagnosis." Optimus said. Perceptor came over and transformed into his microscope mode. He examined the Elements.

"It appears, the Dark Energon has infected its magical qualitites. So they cannot work for.....whatever it is you use them for." Perceptor explained and transformed back.

"But... we need the Elements to keep order right?" Pinkie asked.

"And to keep peace in Equestria?" Rarity asked.

Twilight looked at her mentor who had a slightly opened mouth, and a very worried expression.

"Princess, what happens if the Elements are not working?" Twilight asked. Celestia didn't even move and continued with her worried expression.

"Princess?" Twilight nudged her a little.

Finally, Celestia looked at Perceptor and said, "Did you say the magical qualities have been infected and won't work anymore?"

"Y-yes why?" Perceptor asked.

Celestia's breathing increased and her eyes got wide. She looked at Optimus and said, "The Elements are what kept order and peace to Equestria, without them, chaos and disharmony will reign."

"Celestia, what are you trying to say?" Rainbow Dash asked.

Twilight also was wondering when suddenly...

...it hit her like a slap to the face.

"Oh no..." Twilight muttered.

"What is it Twi?" Applejack asked.

Twilight looked at her with a fear-filled face. Applejack suddenly realised as well.

"Uh oh." Applejack said.

Suddenly, the obvious struck each of the ponies. Optimus was still confused.

"What is so bad Princess?" Optimus asked.

Celestia looked at him and said, "We have to get to the statue garden at once!"

As Celestia said that, thunder was heard in the skies. Shining Armor looked up to see clouds covering the sun and lighting stricking in the distance.

"I thought it was supposed to be clear skies to today Princess?" Shining wondered.

"It was..." Celestia muttered in horror.

Rain started to fall, Celestia looked at Optimus and said, "We must get to the statue garden now! Follow me!"

Celestia took off flying out of Canterlot. Optimus acted quickly.

"Autobots, transform and follow Celestia!" Optimus yelled and saw as many cars and jets drove or flew past him. The Dinobots transformed into their dino forms and took off with the Autobots. Optimus himself transformed and opened one of his doors.

"Get in ponies, even you Shining Armor." Optimus said. Pinkie was the first to jump in, followed by Fluttershy, Rarity, Applejack, Rainbow, Shining, Spike, and Twilight. There were front seats and back seats. Pinkie, Fluttershy, Applejack, and Rarity got in the back. And Rainbow, Shining, Spike, and Twilight got in the front.

Twilight looked out and saw the road in front of her. She suddenly heard Optimus say, "Hold on!"

Optimus's tires spun to life as he drove down the long road, following the Autobots. Pinkie stuck her head out the window and say, "This is so cool!"

Applejack pulled her in and said, "Sugercube, now is not the time!"

Optimus went faster and saw Celestia flying in front of him. Twilight looked back and saw they had already left Canterlot and were headed for the statue garden in Ponyville.

They had all arrived, Celestia landed on the ground and walked inside the garden. All the Autobots transformed back and watched as the ponies entered the garden too.

Optimus walked in front of them and said, "Jazz, Bumblebee, Ironhide, Smokescreen, Red Alert, Warpath, and Seaspray, accompany me, something isn't right here."

"You got it Prime." Jazz said and walked inside the garden with Optimus, the rest followed.

Silverbolt looked to the skies and saw as lighting happened every few seconds followed by thunder. The rain was hitting the ground harder.

"Something bad is gonna happen, I bet my wing thrusters on it." Silverbolt said.

"Hoist, what is going to happen?" Air Raid asked.

Hoist analyzed the skies and said, "It appears that this is no ordinary storm, these clouds and this lighting are coming together to this exact spot, in the staute garden!"

"This is gonna be crazy." Inferno muttered.


Inside the statue garden, Celestia and the ponies were looking frantically for the right statue.

"Come on, it has to be here somehwere!" Celestia said to herself.

"What are we looking for anyway?!" Shining asked.

"We're looking for-" Twilight began but stopped to see Celestia staring straight ahead.

The ponies and Spike looked past her and saw the statue they were looking for. It was shaking and had cracks forming in it.

"Oh no...not again." Celestia said. Optimus, Jazz, Bumblebee, Ironhide, Smokescreen, Red Alert, Warpath, and Seaspray came around the corner and saw the ponies.

"Celestia, we're here to-" Optimus began but was interupted by a loud cracking noise and a bright flash.

The ponies and the Princess covered their eyes, what they heard next, froze them to the spot.

A loud maniacal laughter.

Twilight looked up to see their old enemy speak.

"I'M BACK!!!!"




Chapter 14: The Return of ChaosEdit

Twilight almost believed that it wasn't true. She wanted to believe that it wasn't true, but reality kept going into her mind, telling her that Discord is back. Discord laughed into the heavens above, he stopped laughing and cracked his back.

"Oh, it feels so good to be out of that stoney prison yet again!" Discord said out loud and turned his atttention to Princess Celestia while stretching his limbs.

"Celestia! How good to see you yet again!" Discord said and teleported next to her.

"But I must say, you have grown quite old the last time I've seen you, I can see the bags under your eyes! What's it been like....3 months?" Discord jokingly said and chuckled at his own joke.

Celestia snorted and glared at her enemy. Discord turned back and looked at Twilight and her friends. His smile grew wider and wider.

"Twilight! My old friend!" Discord said and teleported by all of them. He walked by each one and gave them a handshake.

"How have you all been? Oh this is just like good old times!" Discord said as he shaked Applejack's hoof. Applejack pulled her hoof back in disgust and glared at Discord.

"What good ol' times you sneaky varmint?!" Applejack questioned him. Discord put a hand to his chest and pretended to look hurt.

"Surely the good times we had together as old friends." Discord smirked.

"We are not friends!" Twilight yelled as her horn glowed.

"Oh Twilight, so lost in this Magic of Friendship, it's so disgusting really!" Discord chuckled and turned around to hear deep voices behind him.

Discord had a raised eyebrow and crossed arms at what he saw; giant metalic-like creatures with many colors on their skin. They all eyed Discord with curiosity. The biggest one stepped up and looked down at him.

"Hello there," Optimus began, "my name is Optimus Prime, who are you and what are you exactly?" Optimus asked. Discord smiled devishly.

"Well, at least someone here as good manners," Discord stated, "I'm Discord, the sprirt of chaos and disharmony."

"Chaos?" Warpath thought out loud, "That sounds baaaaad!"

"Well of course it sounds bad, it is bad you dult!" Red Alert smacked Warpath's shoulder.

"Anyway, I would just adore to stay and chat with you all, but I've got some chaos to spread around Equestria." Discord said as he was about to snap his fingers to dissapear.

"Wait!" Optimus yelled, Discord stopped and looked at him, "Why would you want to do that? To spread chaos in this peaceful world?" Optimus asked.

Discord laughed to himself, "HAHAHA, you really didn't hear me clear did you? I'm the SPIRIT OF CHAOS AND DISHARMONY!" Discord slowly said.

"You still cannot spread chaos through this peaceful world, we won't let you." Optimus said and brought his fists up. His Autobots did the same.

"No Optimus! He's stronger than he looks!" Rarity yelled.

"This little punk looks like he can barely fight a minibot! We can take him!" Ironhide yelled.

With that, Discord chuckle and soon blurted out laughing. He snapped his fingers, and suddenly a giant fist that looked just like Discord's lion paw was hovering above the Autobots. Discord brought his hand down and the giant lion paw landed right on the Autobots.

"NOOOOO!!! YOU MONSTER!!!" Twilight screamed and looked in horror as the lion paw lifted itself off the ground and dissapeared. The Autobots groaned in pain as they layed on the ground.

"Well, that was fun. Now if any of you don't mind, I would like to spread my lovely chaos now." Discord said as he was about to snap his fingers.

"NO DISCORD!!!" Celestia roared. Discord turned around to see Celestia with her mane almost burning red with rage. Discord crossed his arms and yawned in his hand, this made Celestia furious.

"You think you're so cocky Discord, but we will never let you escape this time!" Celestia said. Discord smirked and said, "Oh, and how do you plan to do that without your precious Elements?"

Celestia backed up a little, completely shocked, "H-how did you-"

"Know about the Elements being infected?" Discord finished her thought, "Well, when they were, I felt myself becoming stronger knowing that the Elements of Harmony were destroyed, and now that I'm free, there is nothing that any of you can do to stop me." Discord chuckled to himself.

Celestia placed her hoof down hard, the ground cracked where she was. The rain was hitting the ground harder, and the wind was blowing furiously. Twilight tried to push her mane out of her eyes to see her mentor about to attack Discord.

"Even though the Elements are gone," Celestia glared at Discord as her horn glew, "I'm still here to stop you and defend my kingdom!"

With that, Celestia shot an energy blast at Discord, Discord snapped his fingers and teleported just before the blast hit him. Celestia looked above her to see Discord floating in mid air. Discord snapped his fingers again just as Celestia was about to shoot him with another blast.

Celestia was trapped in a giant bubble, as she shot more blasts to try and break the bubble, Discord lifted up his hand and the bubble rose to the lightning above. Celestia was horrified to see the bubble being elecrticuted and herself as well.

After a few seconds of horrified screames of pain from Celestia, Discord lowered the bubble and let Celestia fall to the ground. She layed unconcious as the rain pelted her mane, Discord laughed maniacally and turned his attention to sniffling behind him.

Twilight had tears flowing down her face, well Discord couldn't tell as the rain was making it diffacult. All the other ponies had horrified expressions, even Spike. Rainbow Dash stepped up and glared at Discord.

"This time," Rainbow choked back tears, "I'm gonna beat the living buck out of you."

"Ooooooo, so scary." Discord said sarcastically. Rainbow snorted and spread her wings, ready to charge. She flew at him with unreal speed! Discord snapped his fingers and a shield of grass appeared in front of him. Rainbow crashed into it and with another snap of his fingers, the grass rolled up and Rainbow was trapped inside.

Discord waved his hand in the air and the grass shield flew Rainbow towards her friends. They all fell back as the grass shield fell on top of them. Rainbow broke out and shook her head to regain her focus.

Shining Armor had enough and shot energy blasts at Discord who simply blocked them and snapped his fingers that caused the wet grass around Shining to turn into ice. Shining Armor sliped and fell on his back.

Discord's hand lit up and a lighting bolt struck down in front of the ponies. They covered their eyes and saw as path between them and Discord was covered in flames. Discord was standing there, laughing to the heavens above.

"Oh, it feels good to be back!" Discord yelled.

Discord stopped laughing as he heard a cocking sound and looked to see Optimus pointing something at him. It was a long, silver stick that glowed blue at the end. Optimus stood behind the ponies, not saying a word, but threatening to shoot Discord.

Discord's smile faded as Optimus glared at him, still pointing the stick and not saying a word.

Soon after a few seconds, Optimus spoke, "This is your last warning, give up or else."

The ponies felt frightened, this wasn't Optimus's calm and nice state, this was something completely different. Optimus Prime was now a stone cold warrior, not afraid of anything. His glare intensified and Fluttershy sqeaked in fear. Optimus looked down at them to see how scared they looked, he lowered his gun and looked calmly towards them.

Discord rubbed his chin as he saw Optimus looking at the ponies with such calmness, when he was threatening him just a few seconds ago. Discord's smile grew wider and wider.

"Awww," Discord said, "so that's your weakness."

Discord's hand glew and Twilight flew from the group and into Discord's hand. Twilight screamed as Discord held her above the raging fires below.

"Twilight!!!!!" The ponies and Spike screamed. Optimus put his gun up again, this time he was mad.

"PUT HER DOWN!!!" Optimus yelled as his gun started glowing at the end. Twilight struggled against Discord's grasp on her.

"I see you have a soft side on these ponies," Discord said as the grip on Twilight increased, "for a powerful warrior like yourself, I expected you to just attack me with that weapon of yours, but no, you're just another fool who believes in the Magic of Friendship. GAH, disgusting!"

"Optimus, help me!" Twilight screamed as Discord began to loosen his grip on her, threatening to drop her in the fires.

"Why do you do it? What do you get out of helping these ponies? I see absolutley nothing!" Discord yelled and held Twilight with one hand, Twilight was trying her best not to move, she didn't want to fall.

"I do it because they are a proud and peaceful race, and I must protect them from the likes of you. Now I ask you again, put her down." Optimus calmly said.

Discord smirked, "As you wish." With that, Discord dropped Twilight. Fluttershy, Rarity, Applejack, Pinkie, and Rainbow gasped as Twilight was falling to her death. Twilight screamed as she fell to the deadly fries below. Optimus reacted quickly and caught Twilight before she landed in the fires. Optimus placed Twilight near her friends and turned back to Discord to shoot him.

But he was gone.

Optimus looked around and saw nothing, he sighed and looked down at the ponies. Twilight looked up to him and said, "Th-thank you, Optimus."

Optimus nodded and looked over at the still unconcious Celestia. He went down and nudged her a little with his finger, she still didn't wake up. Twilight had been crying at this point, her mentor was badly injured. Discord never tried to kill them before, so why now?

Twilight walked over and nudged Celestia with her muzzle. The rest of the ponies weren't holding up to good either. Fluttershy was already crying, Rarity's mascarra was streaming down her face, from both the rain and her tears, Pinkie had a river of tears flowing from her eyes like long streams, Applejack wiped her nose and tried her best not to cry, Rainbow flicked her mane out of her face and turned the other way.

Ironhide, Smokescreen, Red Alert, Bumblebee, Warpath, Jazz, and Seaspray got up and rubbed their heads. They gasped as they saw Celestia injured and not moving. Seaspray got in close and placed on finger on Celestia.

"She's still alive," Seaspray said, "but we need her to get medical attention at once."

"But Discord is still out there." Fluttershy quietly said between tears.

"I'm sorry Fluttershy, I truly am, but we need to get Celestia out of here. I promise you, we will get Discord." Optimus said and picked up Celestia.

"Autobots, lets roll." Optimus said and trudged past them, the Autobots slowly walked behind him.

The ponies looked at each other and just followed the Autobots out of the statue garden. When they got out, they saw Optimus talking with Ratchet and Wheeljack. Ratchet was holding Celestia, Wheeljack was rubbing his chin as Optimus told him what happened.

"Optimus..." Twilight spoke up. Optimus looked down at her and so did Wheeljack.

"What do we do now?" Twilight finished. Optimus sighed and let his hand down. All the ponies and Spike climbed on and Prime brought them up. He looked at them and said, "We will figure it out, but now lets get back to Canterlot."

With that, Optimus put his other hand above the ponies and Spike, not allowing the rain to get them wet anymore. Optimus trudged through the grassy meadows, all the Autobots followed him. Each one was beginning to question Optimus in their own thoughts, how could Prime let the creature that hurt Celestia get away?

Twilight began to whimper and Shining Armor put his foreleg around her shoulder. Twilight looked at her brother with sad eyes, begininng to form tears.

"It's alright Twily, we'll figure this out." Shining said as Twilight placed her head on his chest and cried silently.

Optimus heard the sound of crying in his hands, he sighed and continued to move on. This was a good time for Optimus to think to himself.

'What happend? This strange creature was so powerful that it crushed me and my strongest Autobots. Whatever it was, it's on the loose and we must capture it. But Discord said that only the Elements could defeat him, how can we take him down without the Elements of Harmony? Whatever the answer is, I hope we find out fast, because now we have two enemies to think about; Discord....... and Megatron.'

Chapter 15: Through the MatrixEdit

"You have done so well Shockwave, you never dissapoint me." Megatron was congratulating Shockwave from a job well done.

The Decepticons were fixing up their weapons and themselves for Megatron's newest battle plan to unfold. All the while, Soundwave was outside of the cave Megatron had used as a temporary base, he was observing the strange activity that this world of Equestria was facing.

Rocks floating in mid-air, trees made out of a sweet substance, the rain was no longer water but a delecacy to the ponies known as chocolate milk. Soundwave scanned these strange activities and found out that his optics couldn't decifer what this strange anominy was.

Soundwave looked up to see his Minicon; Laserbeak return. Soundwave opened his chest and allowed Laserbeak to return.

"Laserbeak, what do you have to report?" Soundwave asked and pressed another button on his shoulder.

His optics showed what Laserbeak recorded, a strange flying creature with oddly shaped horns, his body was made of other animal body parts, his hand was glowing which somehow caused the trees around him to turn into giant flying fish.

Soundwave couldn't decifer what this creature was or what it was doing, but he knew that it was causing a lot of chaos, the proof was all around him. Soundwave knew what happened.

Soundwave turned back and walked into the cave, Megatron was still congratulating Shockwave. Soundwave went behind Megatron and said, "Megatron, I need to speak with you, we may have a problem."

"Make it quick Soundwave." Megatron said as he walked away a few feet from Shockwave to talk privately with Soundwave. Starscream walked up to Shockwave and crossed his arms.

"I still don't get how Megatron would want you to come all the way over to this planet just to carry out a delivery mission." Starscream spat out at Shockwave.

"The answer is very simple Starscream, Megatron trusts me, unlike you." Shockwave pointed his finger at Starscream.

"What?! I gave Megatron life after he was badly injured! And yet he still chooses you!" Starscream yelled.

"It just proves how aregant you are Starscream." Shockwave calmly said crossing his arms too.

"Whatever!" Starscream threw his arms in the air and turned around, he looked back at Shockwave, "So, when will you be going back to Cybertron?"

"Megatron wanted me to stay here, he says he needs a way off this planet and that I could help by bringing a ship here. So I will eventually leave and return, but after we eliminate the Autobots on this world." Shockwave explained.

Megatron spoke up very loudly, "Decepticons, report in!"

The Decepticons reported, saying their names.

"Starscream reporting, lord Megatron!"

"Thundercracker here!"

"Skywarp is ready for orders!"

"Shockwave reporting Megatron."

"Insecticon; Hardshell ready!"

"Kickback here!"

"Shrapnel here, ready to due your bidding."

"Combaticons; Swindle, Brawl, Vortex, Blast Off, and I, Onslaught, ready for orders!"

"Motormaster here, Stunticons; Breakdown, Dead End, Wildrider, and Drag Strip accounted for."

"The Constructicons; Mixmaster, Scavenger, Bonecrusher, Long Haul, and Hook are here. Even I, Scrapper."

"Ramjet here!"

"So is Thrust!"

"And Dirge!"

"Blitzwing is here and better than ever!"

"Astrotrain ready for fighting!"

"And last but not least, Barricade is here Megatron, what is going on?"

Megatron looked at all his Decepticons, and back at Soundwave. He cleared his throat and began, "It appears we have come across a little problem in our path to conquest."

"What kind of problem?" Motormaster asked.

Megatron looked back at Soundwave and said, "Soundwave, play Laserbeak's recordings." Soundwave did as he was told and pressed a button on his shoulder. His visor turned blue and a hologram of what Laserbeak recorded was shown in front of the Decepticons.

Displayed in front of the Decepticons was the draconequus Discord, causing chaos in the most bizzare ways possible. Flying trees, upside down floating buildings, and flowing rivers of dark brown liquid.

"What is that?" Starscream asked stroking his chin.

"Soundwave, describe the creature." Megatron ordered in a stern tone.

Soundwave, still having the hologram coming out of his visor, spoke, "This is what I have decifered for this creature to be, it is a draconequus, its extreme power can shape the universe in completely different matters."

"Describe more fully!" Megatron barked.

"This draconequus has been released from its prison due to the extent of disharmony in this world, it feeds off of disharmony and chaos. Destroying the Elements of Harmony are what caused it to escape."

"Destroying the Elements of Harmony are what healed me Soundwave! No matter what the costs are, I shall live!!!" Megatron yelled.

"Look! Laserbeak recorded more!" Bonecrusher pointed out. The hologram now rewinded itself and it showed Optimus and his Autobots being crushed by the massive hand that Discord controlled. Megatron smiled.

"It seems the Autobots have met this creature." Megatron smirked.

"Yeah, they got their servos kicked by it!" Breakdown laughed.

"Megatron-" Soundwave was trying to tell Megatron something but Megatron interrupted him.

"I wonder, if we can get this creature to help us fight the Autobots, then with its intense power, our victory will be a certain thing!" Megatron held his fist in the air. The Decepticons agreed and held their fists in the air.

"Megatron, this creature-" Soundwave began to say again, only to be interrupted again.

"But how will we make it join the Decepticons?" Megatron thought out loud, "It seemed very strong to crush Optimus Prime so easily... maybe we could-"

"Megatron! This creature is extremly dangerous, we cannot make it join us for its only mission is to cause as much chaos as possible!" Soundwave yelled.

Megatron was taken back by Soundwave yelling at him, but simply glared at the communications officer.

"Soundwave, this creature can be helpful in defeating the Auto-" Megatron began.

"No Megatron, this draconequus is causing chaos in this entire land, he has become so powerful, that he can crush Optimus Prime with ease." Soundwave said.

"I am the only being who will kill Optimus Prime, no one else!" Megatron roared.

"Then we must kill the draconequus." Soundwave said with less emotion than he had before.

"Yes Soundwave, you're right!" Megatron said, "We have to kill this creature in order to become the strongest beings on this planet again!"

"Uhhh.... all hail Megatron!" Breakdown stuttered.

"I suggest we trick the draconequus Megatron," Shockwave was saying, "trick it into joining us, and then when it has our trust, we kill it!" Shockwave clenched his fist in front of his eye.

"Yes Shockwave, that is a great plan." Megatron said. Starscream groaned.

"Okay, Decepticons, this is our newest plan." Megatron said as he walked in the center of the Decepticons.


Celestia was very injured. The lighting was strong enough to almost kill her. As she was put in extreme care at Ponyville hospital, Twilight couldn't believe how Discord was acting now.

Discord went from tricks and games, to violence and almost killing ponies. Twilight knew that Discord was happy to be out of his prison, but she didn't know that he would do this; almost killing Celestia and her!

Back at Canterlot, Luna was in charge of Canterlot until Celestia was healed. In a royal meeting, Twilight, Applejack, Rainbow Dash, Fluttershy, Rarity, Pinkie, Shining Armor, Optimus Prime, Ironhide, Jazz, and Luna were dumbfounded, they had no idea what to do. With the Elements gone, there was nothing that could stop Discord.

Spike was sent home back to Ponyville, Twilight knew that this was getting far too dangerous and Spike could get hurt. As the ponies looked at their hooves; completely out of ideas, Optimus had one in mind.

He didn't want it to happen, he didn't even know if it would work, but if it was to bring peace to this world, then Optimus had to do it. Optimus Prime cleared his throat and all the ponies looked at him expectantly.

"I have an idea for bringing The Elements of Harmony back." Optimus said. The ponies gasped, even Luna.

"What is it Prime?" Luna asked expectantly.

Optimus sighed and touched his chest, "It's a long shot, but maybe it will work. I have a powerful item in my possession, this item fuels me with leadership and heroism."

Ironhide knew what he was talking about and emediatly broke in, "No Prime! You can't use that!"

"What is it?" Shining asked with a raised eyebrow.

Optimus looked at Shining and answered, "It is The Matrix of Leadership."

"The Matrix of Leadership?" Twilight thought out loud, "What's that?"

Optimus opened his chest and showed the ponies what he was talking about; an orange ball that glowed blue in the center of it. It had a very powerful essance coming off of it that the ponies could feel inside them. Rainbow Dash suddenly felt braver with that Matrix thing out., like she could take another dragon and win this time.

"Twilight," Optimus said her name which took Twilight's eyes off the Matrix and on to him, "here is the story you had been wanting to here."

"Millions of years ago, on Cybertron, after the core was infected with Dark Energon, it bestowed upon me none other than The Matrix of Leadership. It told me that thanks to my courage and leadership that I was the one to lead the Autobots, by carrying this Matrix, it told me that I was allowing Cybertron to live on by carrying a small portion of its spark. This Matrix has power beyond belief, I can use it to bring The Elements back, and stop Discord once and for all." Optimus finished.

"But Prime, The Matrix is raw power, it can kill you if you use it!" Jazz told him.

"That is a chance we will have to take." Optimus sighed sadly.

"Optimus," Luna was saying, "if it is possible, to bring The Elements back with this.... Matrix. What will happen to thou?"

"I do not know for sure," Optimus said and looked at Ironhide and Jazz, "but if anything happens to me, something that we cannot fix, I want you to tell the Autobots what happened, and you are to choose a new leader."

"Optimus, we can't do that! You're our leader!" Ironhide retorted back. Optimus raised a hand to him.

"I'm sorry it had to be this way old friend, but I will gladly give up my life so that peace can be returned to this world." Optimus looked back at the ponies, who had shocked expressions.

"Optimus Prime....." Luna began, "thou would really do that for us? Even if thou loses his life?" Luna asked.

Optimus nodded and looked at the Mane 6, Fluttershy's expression was more than shock, it was heartbreaking. Fluttershy ran up and hugged Optimus's foot. She was whimpering as Optimus went down to one knee.

"Please Optimus," Fluttershy sobbed, "please don't give up your life." Optimus strocked her mane with his big finger.

"I'm sorry Fluttershy, but this is the only way your planet will be at peace, to stop Discord." Optimus told her and put his finger under her chin.

Fluttershy hugged Optimus's finger and sobbed quietly. Luna was getting teary eyed from this sad scene desplayed in front of her.

Pinkie couldn't help it anymore and ran up to hug Optimus's finger too, her eyes were chalk full of tears as she looked up at Prime.

"We never even got to have a party." Pinkie whimpered as Optimus looked at her sadly and stroked her flatened mane.

Rarity trotted up and hugged Optimus's thumb, as she buried her face in his thumb, she said, "Goodbye... darling. I'll miss you."

Applejack slowly got up and trotted up to Optimus, she looked him in those glowing blue eyes.

"Do... do ya really have to do this?" Applejack asked with tears forming at the end of her eyes. Optimus simply nodded and watched as Applejack placed her head forward and nuzzled Optimus's finger.

Rainbow Dash flew forward and landed by Optimus's index finger. She looked up at him and pushed the mane out of her eyes. Rainbow blinked several times to keep the tears in; but to no avail. Rainbow Dash cried her heart out, Optimus placed his finger on top of her head and softly patted it.

Rainbow sniffled and said, "You're... you're the coolest... and most awesome alien... I've ever met. You're the only alien I ever met but still."

Optimus stroked her mane and looked at the last pony coming towards him; Twilight Sparkle.

Twilight slowly walked towards Optimus with her head hung low. When she looked at him, her eyes were red and puffy and tears streaked down her face. She looked as if she had been crying the hardest.

Twilight walked up to Optimus and stared at his face. She couldn't hold in her emotions anymore as she embraced his hand and sobbed loudly, even louder than Fluttershy had.

She looked up at Optimus Prime and said, "Please Optimus.... we can't let you do this. There has to be another way!"

"I'm sorry it had to be like this Twilight, but we don't have enough time to think of some other way. My Matrix can cleanse The Elements of Dark Energon, it is the only way." Optimus told her.

Twilight buried her head in Optimus's hand, the other five rushed in and embraced Optimus's hand too. Optimus heard their crying and he knew that this was not going to be easy.

"You are the bravest ponies I have ever met, I will miss you all." Optimus said and slowly stood up. He looked down at the ponies who were wiping their eyes with their hooves. He turned back to Ironhide and Jazz.

"It has been an honor fighting with you all." Optimus told them, they simply nodded and stared at their leader.

Optimus turned to Luna who even had tears in her eyes, he said in a very defeated tone, "Take me to The Element Tower."


All the Autobots stood behind their leader as he approached the large door protecting The Elements of Harmony. The Mane 6 were still whimpering as Optimus trudged past them. Twilight didn't want this to happen to a hero such as Optimus, but there was no arguing with him. Luna looked up at Prime and stuck her horn in the lock. The doors opened and Luna brought out another box she had used to place the destroyed Elements in.

She opened the box and levitated the six Elements in front of Optimus Prime. Optimus opened his chest and pulled out The Matrix of Leadership. He held it with both hands and looked at the floating Elements.

"Oh great Matrix of Leadership, this world has been condemned with chaos and disharmony! If we are to truly bring back peace and harmony to Equestria, than use your mighty power to ressurect The Elements once again! I ask you.... no, I order you, light us in our darkest-"

Optimus couldn't finish the last word as a lighting bolt struck down and landed right in front of Prime. Optimus flew back and landed on Ratchet. The Matrix landed on the ground and the blue lights on it went dim.

The Autobots and ponies looked up to see Discord floating in The Element Tower, his expression was both rage and delight.

"Can't let you do that, now can I Optimus?" Discord snickered and snapped his fingers.

All the Autobots started to float in mid-air, Optimus looked at Discord who was chuckling to himself.

"Now," Discord was preparing to snap his fingers, "lets see how the mighty Autobots battle against chaos."

With a snap of his fingers, all the Autobots were flung out of the tower and landed in the rainy streets below. Not only was it raining chocolate milk, it was literaly raining Autobots too.




Chapter 16: Chaotic GamesEdit

Very loud crashes echoed the streets of Canterlot. The Autobots landed on sides of buildings, crashed on carriages, and even landed on one another. Optimus Prime fell, back first, and tumbled through Canterlot. He smashed his hand to the ground and clawed at it to regain his structure. After several more skiddings, Optimus stopped and stood up; looking straight forward as his Autobot brothers smashed against the hard concrete.

A shadow loomed over Optimus causing him to look up. Optimus regretted doing that.

A large metal body landed straight on Prime, crushing him with the intense weight. The body groaned and stood up, rubbing its head. Optimus suddenly saw who it was; Grimlock.

Grimlock turned back around and grabbed Prime's hand, lifting him up to his feet. Grimlock rubbed the back of his head nervously.

"Sorry Optimus. Me Grimlock do bad." Grimlock told him. Optimus patted his shoulder which was kind of difficult for Optimus, because Grimlock was so big, Prime had to stretch up to reach him.

"It is okay Grimlock, you didn't know where you were going." Optimus assured him. Grimlock nodded his head in agreement and watched as Optimus Prime stepped forward and stared at where he was just flung.

The Element Tower was much farther away now. Discord was much, much, stronger than Optimus thought. Prime limped forward and watched as many of his fellow Autobots limped towards him. When all seemed accounted for, Optimus spoke, "Is everyone alright?"

"We're fine Optimus," Jazz said clutching his arm, "but that Discord fella is stronger than all of us. He just threw us out of a building! How are we supposed to fight against something like that?!" Jazz screamed.

Optimus paused for a moment before saying, "I don't know, but we must get The Matrix back before it's too late."

"Heyyy, how we supposed to do that?" Beachcomber asked, "That Discord guy is right by The Matrix."

Optimus Prime sighed and thought for a moment.

He didn't have to think long when a flash of light appeared above the Autobots.


-5 minutes earlier-

Twilight, Fluttershy, Applejack, Rarity, Pinkie, and Rainbow were shocked to say the least. Discord literaly threw the Autobots right out of the tower and into Canterlot! Discord went from mind games, to this!

As Discord laughed with joy, Luna did not find it so funny and yelled at Discord with her Royal Canterlot Voice.

"HOW DARE THEE ATTACK THINE FRIENDS?!?!" Luna flew up to Discord, "THY SHALL BE PUNISHED BEYOND BELIEF!!!!"

Discord chuckled and teleported behind Luna, he put his arm around her neck and said, "Oh, poor little Luna, always second to her big sister. Tell me Princess Luna, do you really think you can stop me? I defeated Celestia, you don't think I can handle you?"

Luna pushed him off and yelled again, "WE SHALL FIGHT TO THE VERY END TO STOP THEE!!!" Discord laughed again and pointed at the destroyed Elements of Harmony.

"You can't fight me without those." Discord said and snapped his fingers. He appeared by Twilight and her friends and put his arms around all six of them.

"It was nice catching up, but now I have very important buisness to attend to. So..." Discord said dropping the ponies and snapping his fingers. He appeared by The Matrix of Leadership and picked it up.

"I'll be taking this." Discord said eyeing The Matrix up and down. Rainbow snorted and stepped forward, glaring at Discord, she spat at him, "You're not taking anything bub!"

Rainbow Dash flew straight forward in an attempt to ram him, Discord yawned and snapped his fingers. Before Rainbow could react, she face planted on the wall and slid down.

"Rainbow!" Twilight and the other ponies screamed and ran up to their injured friend. Discord reappeared above all the ponies, holding The Matrix.

"Wow, that looked like it hurt HAHAHA!!!" Discord laughed and put on a smug face. "Now, I have a very important mission to attend to, and none of you will get in the way of that, CIAO!!!" Discord snapped his fingers and was gone.

Applejack helped Rainbow up, who had a bloody snout from the impact. Luna landed by Twilight with a sorrowful look.

"We are sorry Twilight Sparkle, we do not know what to do know." Luna told Twilight. Twilight thought for a moment and looked at the destroyed Elements laying on the ground in front of them.

Twilight knew what to do and lifted up the Elements with her magic, she placed each one on one of her friends, Kindness, Laughter, Loyalty, Honesty, Generosity, and finally her; Magic.

"What are you doing, Twilight?" Rarity asked as the necklace was placed around her.

"If Discord has The Matrix," Twilight began, "than we have to get it back to Optimus so he can use it to bring The Elements back."

"No, Twilight Sparkle," Luna interrupted, "we shall not allow you to perform this dangerous task, thou have seen how Discord is acting, he will kill you and your friends if you do so."

"Look, Princess, we have to do this! If Optimus brings the Elements back, than we can defeat Discord!" Twilight told Luna as she placed The Element of Honesty around Applejack's neck.

"But.... but... we-" Luna began but was cut off by Twilight.

"This is something we have to do Princess..... please." Twilight looked at Luna with big pleading eyes.

Luna sighed and said, "Very well, we will assemble the Royal Guard to evacuate Canterlot at once!"

Before Luna walked out of the room, she turned back to Twilight and said, "Good luck Twilight Sparkle, we will be counting on you."

Luna retreated out of The Element Tower, leaving only Twilight and her friends. Twilight finished placing the Elements on her friends and finished by levitating the tiara down to her head.

"Okay girls, we are going into Canterlot, where Discord is out there, causing chaos and doing Celestia knows what to The Matrix. I'm asking you all..... if we will be together through this, as friends, as family, as The Elements. Are you with me?" Twilight told them and put her hoof in front.

After several seconds, Applejack placed her hoof on top of Twilight's. She smiled as Applejack spoke, "Ah'll be with you to the end Twi."

Then came Pinkie who placed her hoof on top of Applejack's, Pinkie had an energetic smile as she spoke, "This is going to be SO crazy!"

Rainbow Dash trotted up and placed her hoof on top of Pinkie's, even with a bloody snout, she smirked and said, "I'm not leaving you guys again, time to kick Discord's butt!"

Rarity smiled as she walked over and placed her hoof on top of Rainbow's. Rarity got teary eyed when she said, "You are all my best friends, I will never let you do this alone."

Twilight was proud of her friends but suddenly realised that one was missing, they all looked over to see Fluttershy shaking in fear. After several seconds, Twilight spoke up, "Fluttershy...."

Fluttershy closed her eyes and let a tear fall. The other ponies circled around her, Rainbow placed a hoof on her shoulder.

"Don't worry Flutters, we won't let anything happen to you. We'll get through this together, right Twilight?" Rainbow asked.

Twilight looked at Fluttershy with teary eyes, she still smiled when she said, "Yes, we're friends who will do anyhting for each other. Fluttershy, we love you, we will be together through this entire thing. Now, will you do this with us?" Twilight held out her hoof in front of Fluttershy who opened her eyes.

It took a few moments before Fluttershy answered, but when she did, her friends were surprised at what she said.

"Yes, you're my friends, I will be with all of you to the end, even if we die, we'll die together." Fluttershy placed her hoof on top of Twilight's.

"I'm with you Twilight." Fluttershy told her. Twilight smiled with tears at the rims of her eyes, the other four placed their hooves with Twilight's and Fluttershy's.

"Let's do this!" Rainbow yelled. The other five cheered and galloped down the stairs and headed for the doors.

When Twilight opened the door, they were greeted with a familiar red visor, and a familiar emotionless voice.

"Ponies located!" Soundwave shouted and reached out to grab them.

The ponies screamed and tried to escape, it was too late. Soundwave grabbed each one and held them tightly in his grasp. Each of their heads were poking out of his hands as they struggled to break free.

"Mission successful, ponies subdued, return to Megatron." Soundwave said and transformed into his car mode. The ponies were locked inside and couldn't break out.

"Let us out you big meanie!" Pinkie Pie shouted.

"Negative." Soundwave said and drove forward. The ponies fell back into the seats. Pinkie suddenly smiled and started giggling. Applejack looked at her as if she was crazy, which she probably was.

"Whats gotten into you girl?!" Applejack yelled, "We're bein' captured if ya haven't noticed!"

"Oh, hehehe, it's just that I love riding in one of these!" Pinkie stated and started giggling even more.

The five mares groaned and continued to try to find a way out, as Pinkie Pie continued to giggle.


Optimus looked past his hand covering his optics from the sudden bright light, and saw Discord hovering above the Autobots; with a wicked smile on his face.

"Greetings Autobots, I see you enjoyed this years fall?" Discord laughed at his own joke. Ironhide's hand transformed into his neutron assualt rifle. He pointed it straight at Discord.

"Ah've had it with you, ya little punk!" Ironhide yelled and fired several shots at Discord. The bullets struck Discord and to the Autobots amazment; Discord was hurt.

"OHHHHH, you shot me!!!! Oh woe was me!!! Goodbye cruel world!!!" Discord wailed and closed his eyes. He was still floating as the Autobots were stunned they beat him so easily.

"That was easier than I thought." Windcharger said and stepped closer to Discord.

Suddenly, Discord rose his head and gasped loudly. He looked around and touched his chest.

"I'm alive." Discord said with disbelief, although it was very poor acting. "I'M ALIVE!!!" Discord yelled in victory and danced around in mid-air.

"Oh it feels great to be alive! I think this calls for a song!" Discord said as a top hat and cane appeared in his hands. He placed the hat on his head and lifted the cane in the air.

"Ohhhh, it feels great to be alive!" Discord sung but was interrupted by a blue ball of light shooting his hat off.

He looked down to see Optimus's right hand transformed into that long silver object. Optimus brought the gun down and glared at Discord.

"Enough of your games, Discord! Surrender now!" Optimus yelled. Discord chuckled and lifted up his right hand.

"Oh but if I surrender, I won't have any fun with any of you, especially with my new toy." Discord said and The Matrix of Leadership appeared in his right hand. He lowered his hand and showed it to Optimus.

"Missing something, Prime?" Discord joked. Optimus clutched his chest and aimed his gun at Discord.

"Give it back now!!!" Optimus yelled. Discord shook his finger.

"Oh Optimus Prime, I will give it to you, but you will have to earn it." Discord said as his menacing smile grew wider.

"He already earned it many millions of years ago!" Ratchet yelled. Discord chuckled.

"Oh, then it will be easier for you to get it again!" Discord said and flew on top of a building. He held The Matrix above his head with his right hand.

"I want to play a little game Autobots! I will hide The Matrix somewhere in Canterlot, if one of you Autobots find it before three hours pass, you get to challenge me for it! But if you don't find it in under three hours, I will destroy The Matrix of Leadership!" Discord shouted.

"You can't destroy The Matrix, Discord!" Optimus yelled back, "You have no idea what power you're messing with!"

"Oh, I mess with super powerful and uncontrolled chaos, I'm pretty sure I can simply destroy this Matrix!" Discord shouted as he waved The Matrix of Leadership above his head.

"But since I'm a good sport, I'm allowing you Autobots to get it back! Just play my little scavenger hunt!" Discord smiled down at the Autobots.

"What do we do, Prime?" Silverbolt asked Optimus. Optimus stroaked his chin and looked up to see Discord's hand glow by The Matrix, he was threatening to destroy it!

"Very well, Discord." Optimus spoke up. "We will play your games."

"Excelent!" Discord cheered but suddenly smacked his head, "Oh I forgot, just to make things a little more fair!"

With that, Discord's left hand lit up and he shot some kind of green beam at the Autobots. The Autobots tried to block the beam with their hands, but to no avail. After the beam stopped, the Autobots felt completely normal, like nothing had happened.

"What was that about?" Sideswipe asked the group.

"I don't know, but I feel as if WAMO I'm different somehow." Warpath exclaimed.

Ratchet scanned Mirage and found nothing out of the ordinary. Ratchet walked up to Optimus and asked, "What did Discord do to us, Prime?"

"I don't know, but we must check all our components for any differences." Optimus said and began checking himself. Weapon system was fully operational, optic sensors at full capacity, what did Discord do?

Suddenly, the Autobots heard Jazz yell, "Hey, what gives?! I can't transform!"

The Autobots gasped and checked to see if they could transform, they shared the same fate as Jazz.

"Me Grimlock cannot transform!" Grimlock yelled.

"Me Snarl can't either!" Snarl panicked.

Even the great Optimus Prime was stuck in robot mode! Optimus looked up to see Discord laughing loudly.

"HAHAHAHAHAHA, I see you all have recieved my little gift! HAHAHAHA!!!" Discord laughed his head off, literaly, his head rolled off and landed on the roof of the building. Discord picked up his head and placed it back on.

"Now, things will be a lot more complicated and fun for you Autobots. Oh wait, it will be fun for me!!" Discord shouted.

Jetfire clenched his fists and growled, "If only I could transform, I would fly up there and shoot him until he was just a pile of body parts."

Discord stopped laughing and let The Matrix float above him.

"Now," Discord began, "let the scavenger hunt begin!!!"

Discord snapped his fingers and The Matrix flew around Canterlot in a giant circle. It was picking up speed and soon.... dissappeared.

The Autobots looked around them frantically to see if The Matrix was around them, of course it wasn't. A loud cough caught their attention as Discord was standing on top of the building with his arms crossed.

"Excuse me," Discord said as a floating clock appeared right by him, "but you all have about two hours, fifty-nine minutes, and forty-seven seconds left before I destroy The Matrix of Leadership. So...... good luck!"

Discord snapped his fingers and dissappeared. Optimus looked down the rainy streets of Canterlot and raised his fist.

"Autobots, split up and look for The Matrix!!!" Optimus shouted and ran forward. Many Autobots followed him while others took different directions.

As Optimus sprinted down the streets of Canterlot, the chocolate rain pelting his metal skin, Prime had one thing on his mind...

'Find The Matrix of Leadership..... no matter the cost.'

Chapter 17: Autobots, Decepticons, and ChaosEdit

As Soundwave drove down the long milky street, the ponies inside have given up all hope of getting out. After several more minutes of defeated silence, Soundwave stopped.

Soundwave transformed which caused the Mane 6 to fall out onto the ground. As they looked up to him, Fluttershy crawled away in fear. The back of her head hit something hard. She looked up to see another giant robot. This one had a yellow visor and red skin. He also had no mouth like Soundwave.

As the ponies began to back up slowly, the Decepticon got closer to them and yelled, "Don't you dare try and run! Megatron wanted you personally, one wrong move and I will kill you all!"

This made the ponies get closer together and quiver in fear at the Decepticon in front of them. That is until they heard a deep voice behind them.

"Easy Vortex, we do not want to hurt them now do we?"

The Decepticon named Vortex looked up and backed away from the Mane 6. The ponies turned around to see an even larger Decepticon step forward and look down at them. The ponies knew who it was emediately; Megatron. Twilight swore she saw a little disgust in those red eyes that looked down at them. But what was disturbing was Megatron's smile that grew.

"I don't think we've been properly introduced." Megatron told them as he put a hand on his chest, "I'm Megatron." He put his hand down and pointed at them, "What are your names?"

The ponies were to scared to answer as they sat there shivering. Megatron didn't have time for this, so he smashed his foot on the ground which caused the ground to shake, especially the ponies.

"Speak!!!" Megatron roared. Twilight gulped and looked at him with terrified eyes.

"I'm.... Tw-Twilight Sp-Sp-Sparkle." Twilight stammered.

Megatron smirked and began, "Well, it's good to see you are cooperating. Now, I bet you're wondering why Soundwave here captured you and brought you to me."

The Mane 6 slowly nodded. Megatron continued, "Well, it turns out it was our fault that strange creature escaped and is causing all this." Megatron said as he brought his hand up to feel the chocolate rain.

Applejack got a little bit of courage after he said that, she got a little mad and said, "You did this?! How dare you, that creature named Discord is nothin' but trouble! You should be ashamed of yerself!"

"Applejack!" Rarity warned her that there were still giant robots around them.

The Decepticons got angry and prepared to crush them for insulting their master. That is until Megatron started chuckling.

The ponies looked at Megatron with confusion. After Megatron stopped chuckling he looked at Applejack and said, "I admire your bravery fleshling, but you should think think twice before yelling at me!" Megatron barked at her. Applejack backed up with the rest of her friends.

Megatron conitinued, "Now, this Discord is far to powerful to be kept alive, so I have a brilliant plan to kill him, and it involves you ponies." Megatron pointed a finger at them.

Twilight and her friends looked at each other, is it possible to kill Discord? Twilight looked up at Megatron and asked, "I don't think you can actually kill Discord, you have to use The Elements of Harmony to stop him, but they are destroyed."

"No thanks to you!" Rarity pointed a hoof at Megatron and suddenly regretted saying that when Megatron's anger rose.

"You dare question my genius, fleshling!?" Megatron roared. The ponies coward again and shook their heads as fast as they could.

"That's what I thought." Megatron calmed down, "Now, we need you ponies for this to work."

Rainbow Dash looked at Megatron and asked, "What do you want us to do?"

Megatron glared at her and said, "I was just getting to that!"

Rainbow Dash put her hooves in front of her and she spoke in an annoyed tone, "Okay, okay, sorry."

"Anyways," Megatron had to keep calm so the ponies didn't suspect what he was truly planning, "when Discord appears which he eventually will mostly when Prime is around, you ponies will be our distraction while we have Thundercracker, Skywarp, and Starscream shoot him from the skies."

"How will we be a distraction?' Pinkie Pie asked.

Megatron smiled and said, "Simple, we will threaten to kill you and then-"

"WHAT?!" The Mane 6 screamed and began panicking. Megatron was getting annoyed.

"Let me finish I-" Megatron was saying before Twilight interrupted him.

"Rainbow Dash, go and get help!" Twilight screamed. Rainbow saluted.

"I'm on it!" Dash said and took off past Megatron. Megatron reared back and tried to grab her, but she was too quick. As Rainbow looked back to see Megatron try and grab her, she didn't see the Decepticon in front of her grab her by the neck.

Rainbow Dash had finally come to reality to see a red Decepticon with a black helmet having a firm grip around her neck.

"Well now, we wouldn't want you escaping and telling the Autobots now would we?" Starscream said as his grip tightened causing Rainbow to scream in pain.

"Put her down!" Fluttershy quietly screamed, it was loud enough for Megatron to hear and he pointed a finger at Starscream.

"Starscream," Megatron began, "put her with the rest of the ponies. We don't want them to be hurt for when the plan unfolds."

Starscream grumbled and tossed Rainbow Dash next to her friends. They caught her as Rainbow gasped for breath. Megatron began explaining to them, "You didn't here me out, ponies! We're not really going to kill you, our warning to destroy you all will be enough for Discord to be distracted so we can shoot him down!"

The ponies sighed in relief and looked back at Megatron who was getting closer to them. He got a little lower but remained in towering size. He spoke slowly and clearly.

"Now, you ponies will do this or we will just crush right here." Megatron warned.

Twilight gulped and looked back at her friends, they nodded slowly. Twilight looked back at Megatron and in a frightened whisper said, "Okay."


Optimus Prime had been searching high and low for The Matrix of Leadership, but Discord really hid it well because not even Blaster's location consoles could find it. The Autobots that came with Optimus were Bumblebee, Jazz, Ratchet, Jetfire, Blaster, Perceptor, and Prowl.

It made it so much harder for the Autobots to find The Matrix now that they couldn't transform, especially Jetfire who could have flown around the city to find it easier. Bumblebee lifted up a fruit stand and poured out the fruit to see if The Matrix was hidden in there. Optimus came up to him and asked, "Anything, Bumblebee?"

Bumblebee shook his head but continued to search. The other Autobots were looking inside the buildings and tossing carriges aside to see if it was underneath them.

Optimus Prime was beginning to think that Discord was playing a trick on them but tossed that idea aside and continued to search, until Ratchet tapped his shoulder. Optimus looked back to see Ratchet's familiar face.

"Prime, according to the time that Discord gave us, we only have two hours and thirty two minutes left." Ratchet warned.

Prowl groaned and said, "I wonder if the Dinobots are having as much trouble as we are?"


As Grimlock lead the four other Dinobots through the rainy streets of Canterlot, he was telling them to look for The Matrix as they passed through the streets.

"You Slag, me Grimlock tell you look in window." Grimlock ordered to Slag.

Slag grumbled and did as he was told, but when he opened the window and looked inside, he saw a pony taking a shower. As the mare felt a chill she turned to see the giant metal face staring at her with interest. She screamed and brought the curtain over her.

"What pony doing?" Slag asked her. She threw a bar of soap at Slag.

"Get out!" She screamed, "Get out you pervert!" Slag pulled his head out and went to Grimlock.

"Ponies weird, me Slag no want to look in buildings no more." Slag told Grimlock.

"Fine, Sludge, transform and look in windows. You long neck can reach high windows." Grimlock told Sludge.

Sludge looked at Grimlock and said, "We no transform, Grimlock. Remember?"

Grimlock rubbed his head and said, "Oh yeah. How we gonna reach high windows without Sludge long neck?"

Swoop walked up to Grimlock and said, "Optimus Prime say we have to find Matrix or bad things happen."

Grimlock looked at Swoop and said, "Optimus Prime tell us to do hard stuff even though we no transform." Grimlock crossed his arms and said, "Optimus Prime stupid."

"Yeah," Snarl agreed, "how we find Matrix if Swoop no fly around and look for it? Optimus Prime is stupid."

"Yes! Me Grimlock agree!" Grimlock said.

Suddenly, a chuckle filled the air, the Dinobots got in defensive positions as they heard a voice say, "Oh Grimlock, why do you take orders from Optimus then?"

"Show yourself!" Grimlock yelled. On cue, Discord appeared in front of them with a a smoothie in his hand. He drank it all and threw it on the ground. He floated down to perfect eye level with Grimlock.

"I'm just saying, Grimlock," Discord began, "why do you take orders form Optimus Prime if you think he's stupid?"

Grimlock placed a hand under his chin and thought for a moment before saying, "Me not know why."

"In fact," Discord said, "I think you deserve to be leader! You're so much stronger than Optimus, right?"

Grimlock raised his fists in the air and yelled, "Me Grimlock strongest of them all!" Discord snickered.

"Well then, are you going to take your rightful place as leader of the Autobots by striking down Optimus Prime?" Discord asked.

"Yes, yes, yeeeeesss!!!!!" Grimlock yelled, "Me Grimlock crush Optimus Prime and be new leader of Autobots!" The other Dinobots raised their fists too.

"Me Slag agree!!!"

"Me Sludge follow leader Grimlock!"

"Me Snarl always listen to Grimlock!"

"Me Swoop take orders from Grimlock now!"

Grimlock was even more excited now, "Yes, yes!!! Everyone listen to Grimlock!" Grimlock turned away from Discord and said, "Forget Matrix, us go fight Optimus Prime!"

The Dinobots yelled in agreement and followed Grimlock as he started running back where they came from. Discord laughed maniaclly as he saw the color leave Grimlock's and the Dinobot's bodies.


The Aerialbots were having as much trouble as anyone else. Since all of them transformed into a Cybertronian jet, it was incredibly hard for each of them to look for The Matrix on foot. Needless to say, they held most of their search in the main building where the Grand Galloping Galla was last held.

Slingshot, Air Raid, and Skydive checked around the building, while Silverbolt and Fireflight went inside and checked the gardens. After a few more minutes of searching, Silverbolt gave up on the gardens and pressed his communications device.

"Aerialbots, report in to the front of the building." Silverbolt ordered and walked out of the gardens. Fireflight followed.

When the two got to the front, Slingshot, Air Raid, and Skydive were already there with empty hands. Silverbolt walked up to them and asked, "Any luck?"

"Nothing." Air Raid said in defeat.

Fireflight tried to cheer up the group, "Ah don't worry, we'll keep searching and we'll find it soon."

Slingshot was definettly not in the mood and released his anger on Fireflight, "Really Fireflight? You really think so?!"

"Well.... yeah, we have to find it or else Discord-" Fireflight was saying.

"Who cares about Discord?!" Slingshot yelled, "None of this even matters now that we can't fly! It's pointless to keep trying!"

"But Optimus-" Fireflight was saying until Slingshot interrupted him.

"Oh, Optimus Prime, how does he expect us to find The Matrix when we can't even fly?! It could be anywhere in this city!" Slingshot yelled.

"We have to help the ponies, Slingshot!" Silverbolt told him. Slingshot crossed his arms.

"Oh and the ponies! Why are we helping them?!" Slingshot asked, "We are so much stronger and powerful! Why do we have to protect such weak things?!"

"Because we are Autobots!" Silverbolt told him, "Slingshot, you better keep yourself under control, or else..."

Slingshot grumbled to himself and kept quiet. Silverbolt turned towards the rest of Canterlot and sighed, "Alright, lets get moving."

A deep chuckle filled the air, the Aerialbots looked around to see what made the noise, but they didn't see anything.

"Who's there?!" Skydive yelled to no one. The chuckle stopped and spoke clear.

"My, my, you Aerialbots have gotten more than you can chew." The voice said. Silverbolt knew who it was.

"Discord you coward, come out and fight like a bot!" Silverbolt yelled. With a bright flash of light, Discord appeared floating in front of Silverbolt and the Aerialbots. He had his arms crossed and a smile on his face.

"I must say, you Autobots are the most fun I've had eversince I was playing with the ponies." Discord told them. The Aerialbots had enough and their right hands transformed into guns. They pointed them at Discord who put his hands up.

"Now, now, I'm not here to fight, but to talk." Discord said with his hands still raised. Slingshot, Air Raid, Fireflight, and Skydive put their weapons down while Silverbolt still had his up. He looked back at them.

"What are you doing?!" Silverbolt asked them, "We can't trust this guy!"

"Come on Silverbolt, he just wants to talk." Air Raid said. Silverbolt looked back at Discord who had puppy eyes. Silverbolt groaned and put his weapon down.

"Well then," Discord said putting his hands down, "I see you all are enjoying the scavenger hunt?"

"Yeah it's really fun." Fireflight said sarcastically. Discord cleared his throat and continued.

"Anyways, I couldn't help but hear your little arguement earlier..." Discord said.

"We got it straightened out, now beat it." Silverbolt said turning and walking away, the Aerialbots followed.

"But I agree with Slingshot!" Discord raised his voice so they could hear. Slingshot stopped in his tracks and turned back to Discord.

"You do?" Slingshot asked. Silverbolt and the rest of the Aerialbots turned back to Slingshot.

"Slingshot, get back here now!" Silverbolt ordered. Slingshot ignored it and looked at Discord who had flown closer to them.

"Yes Slingshot, I do." Discord said, "Because you are mighty warriors! And you deserve to be treated as such!"

"Hehe, thanks." Slingshot said. Silverbolt eyed Discord, what was he planning?

"And you're absolutely right about Optimus Prime!" Discord told him, "How does he expect you all to find The Matrix when you can't even fly?"

"Because you did this to us, Discord! We can't transform because of you!" Silverbolt interrupted.

Discord looked at Silverbolt with a frown and said, "Excuse me, it's rude to interrupt!" Discord snapped his fingers and Silverbolt's mouth disappeared. Silverbolt grabbed where his mouth used to be and made strange unaudible noises.

Slingshot looked back at Discord and asked, "So, you think I'm right?"

Discord nodded his head, "Oh positively! And the ponies don't deserve brave warriors like you. I say, you all deserve to rule them! Since you are all so magnificent and proud heroes."

Silverbolt was shocked to hear that but couldn't say a word in defience.

Slingshot rubbed his chin and said, "Yeaaaaah." Slingshot smiled. The other Aerialbots were nodding to each other in agreement. Silverbolt was shaking his head at the Aerialbots, telling them not to listen to Discord. They still ignored him.

"Now," Discord began, "what will you all do?" He asked.

Slingshot smirked and yelled, "Forget about The Matrix, we don't have to listen to Optimus anymore!" Silverbolt made a panicked noise that sounded like 'WHAT'.

Skydive, Air Raid, and Fireflight agreed by yelling, "Yeah!!!"

Slingshot turned to them and said, "I say we take over and rule over the ponies! We deserve this after all!"

"YEAH!!!!" The three Aerialbots agreed. Silverbolt made a noise that sounded like 'NOOO'.

It only made things worse when Silverbolt witnessed the color leaving Slingshot, Air Raid, Skydive, and Fireflight. Now they were colorless and seemed different to Silverbolt. Slingshot raised his fist and charged towards the city, the others followed behind him.

Discord was laughing maniaclly at a job well done, he stopped laughing and snapped his fingers. Silverbolt's mouth reappeared as he turned to Discord.

"What did you do to them?!" Silverbolt yelled. Discord started laughing again.

"Oh, I just taught them the true meaning of loyalty to your team!" Discord laughed to the heavens above. Silverbolt went up to punch Discord until he teleported behind him.

Silverbolt turned back around to see Discord with a clock.

"I suggest you don't fight me," Discord told him, "because you only have two hours and three minutes left before bye-bye to The Matrix."

Silverbolt was in panic mode, what should he do? Should he find the Aerialbots and tried to help them? Or should he try to find The Matrix? His thoughts were interrupted by Discord with an umbrella.

"Now Silverbolt," Discord's smile was growing wider, "I suggest that you get going. We are going to witness a storm of chaos." Discord opened the umbrella and started laughing as loud as he could.

Behind Silverbolt, some lightning struck behind him. Silverbolt backed up and looked around to see many dangerous looking lightning clouds heading for Canterlot. Silverbolt had enough and took off into the city.

The last thing he heard before the sound of his footsteps hit the cement, was Discord's laughter filling the air.


As Optimus Prime and his small team of Autobots continued their search for The Matrix of Leadership, Perceptor noticed the chocolate rain was falling harder and lightning clouds were approaching.

"Optimus," Perceptor tapped Prime's shoulder, "these storm clouds are becoming stronger."

"I see, Perceptor." Optimus said as he looked up to the skies. Ratchet stepped forward.

"I sense Discord is growing stronger." Ratchet said. Prowl then looked at Ratchet with a smirk.

"Discord?" Prowl said, "I sense the Decepticons are beginning to mobilize."

"Lets hope they are not, old friend." Optimus Prime said.

As the small group of Autobots kept walking forward, Bumblebee felt the ground shaking a little. It only got louder as he heard footsteps running their way. Bumblebee turned around to see the Dinobots running towards them. Bumblebee tugged Optimus's arm.

Optimus looked back to see Grimlock running towards them. Optimus stepped forward.

"What is it Grimlock? Have you found The Ma-" Optimus was saying until he got punched in the face by Grimlock which sent him flying back and crashing into the Autobots.

Grimlock stopped and so did the Dinobots. The Autobots picked themselves up, completely shocked at what Grimlock had just done.

"What is the meaning of this, Grimlock?" Optimus asked.

Grimlock ponited a finger at Prime and said, "You, Optimus Prime, stupid! Make Dinobots look for Matrix in high buildings when we cannot reach them!"

"I told you to look around for The Matrix! Not in the buildings specifically!" Optimus assured him.

Swoop crossed his arms and said, "Us Dinobots, no listen to Optimus Prime anymore! Grimlock our leader now!"

"Yeeeees!!!!" Grimlock yelled and raised his fists in the air. Optimus got back up and walked towards Grimlock.

"This isn't you, Grimlock! We're your friends!" Optimus told him. Grimlock scratched his head in confusion.

"But Discord tell us we stronger than Optimus Prime. That why we attack you." Grimlock said still confused. Optimus knew what Discord did to the Dinobots, he tricked them into thinking he was the enemy to them. He then noticed that the Dinobots had lost their color, that must have been what Discord did.

Optimus Prime reached up and placed a hand on Grimlock's shoulder. He said, "We are here, Grimlock. We are a team, we are one, we are friends."

"Friends?" Grimlock said slowly. Optimus nodded.

"Yes Grimlock, friends. This isn't you, you would never hurt your friends would you Grimlock?" Optimus asked. Grimlock thought for a moment and then came to a conclusion.

"Yes, no hurt friends. Me Grimlock no hurt leader Optimus Prime." Grimlock announced. The other Dinobots shook their heads and spoke.

"Me Swoop confused, but me no hurt friends."

"Me Slag no listen to Discord anymore!"

"Me Sludge sorry."

"Me Snarl sorry too."

Grimlock looked around nervously and said, "Me Grimlock sorry, Optimus Prime." Optimus patted him on the shoulder and backed away.

"It is alright, Grimlock, we forgive you." Optimus Prime assured them. After Prime had said that, the Dinobots' color started returning to them. From their legs, all the way to their heads, the Dinobots were now back to normal.

"What happen?" Grimlock said clutching his head.

"It doesn't matter, Grimlock." Optimus said, "As long as we are together, that's all that matters. Now, lets find The Matrix!"

"Yes!" Grimlock yelled.

Optimus turned back to his Autobots and prepared to say something, that is until he heard the screams of several ponies.


Watching from the roof of a building was Discord, obviously dissapointed. He got up from his chair and said, "Well that was a bust. I thought the Dinobots would cause a lot more damage."

As Discord continued to watch Optimus, his ears caught the sound of screaming ponies. He looked behind him and walked over to the other side of the building. When Discord looked down, he saw the four corrupted Aerialbots surrounding several ponies.

Discord smiled and said, "Well now, at least it wasn't a total bust."


"I say, you brutes have no right to treat Canterlot ponies this way!" Fancypants yelled at the corrupted Skydive.

Skydive looked down at him and yelled, "We don't listen to you anymore! So and your Princess can kiss our exhaust ports!"

"Oh dear me!" Fancypants yelled in shock and backed up with the rest of the ponies.

Slingshot observed his new slaves and said, "We are your leaders now! You will obey us or else!"

"SLINGSHOT!!!!" Came a very ticked off voice. Slingshot looked forward and saw Silverbolt heading right for him! Slverbolt jumped over the ponies and tackled Slingshot. The two Aerialbots wrestled on the ground for a few minutes until Slingshot was pinned down.

"Why Slingshot? Why?!" Silverbolt yelled and punched his teammate in the face. Air Raid shoved Silverbolt off and helped Slingshot up.

"What has gotten into you all?! Have you forgotten who you are?!" Silverbolt asked. Slingshot wiped the side of his face from the dripping Energon.

"We are super powerful warriors, Silverbolt. We deserve to be praised!" Slingshot yelled in defiance.

"You're acting like Decepticons!" Silverbolt yelled, "Keeping slaves? Threatening the innocent?! You. Are. Acting. Like. Decepticons!!!"

Slingshot looked at the ponies in horror and clutched his head, "What have we become?!"

Air Raid looked at his hands and shivered in fear at what he has become as well. Fireflight put his hands on his head and yelled, "No, no, no I'm an Autobot!"

Skydive rubbed his head and said, "I'm..... I am an Autobot!"

"We are all Autobots, now snap out of it!" Silverbolt ordered. The four Aerialbots soon regained their color as well. Their color flowing from their legs to their heads until they were back to normal.

"Ugh, what happened?" Slingshot asked clutching his head. Silverbolt went up to him and smiled.

"It is alright, you are all back to normal." Silverbolt told him.

"Normal?" Skydive asked, "What did we do?" Silverbolt pointed over to the shivering group of ponies.

"Oh no," Fireflight said in disbelief, "did we do this?"

Silverbolt nodded and explained, "You got corrupted or something by Discord and you were trying to make these ponies here do your bidding.... like Decepticons."

"No, we're not Decepticons!" Slingshot yelled and went over to the ponies. "Please forgive us, we didn't know what we were doing."

"Well," Fancypants was saying, "I guess it's alright, now we have to get going!" Fancypants and the ponies with him took off into one of the buildings at a quick pace.

Slingshot turned back to Silverbolt and said, "I'm sorry captian, please forgive us, we won't speak out against you again."

"Yeah, sorry." Air Raid appologized.

"It's alright team, just as long as you all are safe, that's all that matters." Silverbolt told them. The four Aerialbots nodded, Skydive suddenly heard a yell in anger above them.


"AWWWWW!!! Why?! ERRRRGGG that was a total buzzkill!" Discord yelled in anger. His anger caused the storm clouds above to thunder violently since he was controlling the storm.

Discord snapped his fingers and a throne appeared in front of him. He sat down and rested his head on his hand in anger.

"Once again the Magic of Friendship got the Dinobots and Aerialbots back to normal! Ugh, this is so not fun anymore!" Discord mumbled to himself.

His hissy fit was interrupted by a flying object whizzing past him. He looked up to see a flying triangle soar past him and land behind a few buildings. Discord snapped his fingers and teleported to the location at which it landed.

Discord appeared at the top of the building and looked down to see the triangle transform and walk towards a giant, grey being. It had purple lights all over it and a long tube like thing on its right arm.

The monster spoke, "Starscream, report."

The other monster, obviously named Starscream, saluted and said, "Hail Megatron, the Autobots and their leader are still wondering Canterlot like mindless fools!"

"Any sign of Discord?" Megatron asked. The use of his name brought Discord to lean in closer.

"No Megatron, he was not sighted." Starscream told him. Megatron grumbled and looked back at the other giant monsters.

"Decepticons, bring me the ponies!" Megatron ordered. Two Decepticons nudged the ponies forward with their feet, they walked slowly up to Megatron and looked up. Discord knew who they were at once. Twilight, Fluttershy, Applejack, Rainbow Dash, Pinkie Pie, and Rarity, the ones who imprissoned him.

Megatron leaned down and said, "You will have to be ready soon, we will never know when Discord will appear." Discord was taken back by this. The Elements of Harmony were destroyed, so why was Megatron using the ponies and wanting to meet him?

Discord thought for a moment and got a quick idea. He snapped his fingers and returned to the rooftop he was once on. He looked down and still saw the Aerialbots.

"Good." Discord said and looked left. He saw Optimus Prime and his group of Autobots behind him, they were walking towards the Aerialbots.

"Goooood." Discord sneered, "If Megatron said that I would only appear when Optimus was around, well then it looks like I will have to appear. But what is Megatron planning to do with the ponies?" Discord scratched his chin.

He suddenly came up with a solution.

"I'm going to have to end this scavenger hunt early." Discord said and looked straight forward with an intriguide smile, "I know, I will just have to put The Matrix up in plain sight, that will get Optimus's attention and Megatron's."

Discord went to the edge of the building and his right hand lit up. The Matrix appeared in his right hand and he let it float down to where he wanted it to go. "But I won't let Optimus use it on the ponies when he notices it. I will just have to wait and see what happens." Discord said to himself.

When it was placed perfectly, he puffed up his chest and released the final announcement.


"Silverbolt, what happend?" Optimus asked as he was close enough to the Aerialbots. Silverbolt stepped forward.

"Oh, it's nothing Optimus, we worked it out." Silverbolt smiled back to his team. Optimus nodded until a small blue light caught his optics. Optimus Prime looked past Silverbolt and squinted to see the small blue light better.

"Can it be?" Optimus asked partially to himself. The Autobots gasped as they saw what Optimus Prime was looking at. The Matrix of Leadership, not too far away, at least 100 or more feet away.

"Yeah!!! We found it!!!" Jazz cheered. The Autobots raised their fists in victory and cheered with Jazz. All except Optimus, who was simply staring at The Matrix, it was just too easy.

The Aerialbots backed away as Optimus Prime past them and was walking slowly towards The Matrix. The Autobots and Dinobots followed, the Aerialbots followed behind the group.

It was almost over, The Matrix was drawing nearer with each step Optimus took. But Prime couldn't help the feeling that something wasn't right here, Discord wouldn't be this easy on them.

Speaking of Discord, Optimus heard a loud announcement go over through Canterlot. Optimus Prime recognized the voice to be Discord.

"ALL PLAYERS OF THE SCAVENGER HUNT! THIS IS DISCORD SPEAKING AND THE MATRIX HAS BEEN LOCATED! IT IS DIRECTLY IN THE TOWN SQUARE, YOU WON'T MISS IT! BUT SINCE NO ONE HAS ACTUALLY TOUCHED IT, THE GAME IS STILL ON! YOU ALL HAVE ONE HOUR AND FIFTY-FIVE MINUTES LEFT BEFORE THE MATRIX IS DESTROYED! UNLESS YOU ACTUALLY TOUCH IT, YOU WILL NOT GET YOUR TRANSFORMING POWERS BACK AND THE GAME WILL STILL BE ON! THAT IS ALL!!!!"

Optimus turned back towards the floating Matrix and shouted, "Autobots, get The Matrix now!"

The large group of Autobots raced towards The Matrix of Leadership, although most of them were in a slow jog because they had so much time left.

Little did they know, they would need all the time they could get for what lied ahead.


"Did you hear that Decepticons?" Megatron asked the group, "The Matrix is found, and wherever The Matrix is, Optimus Prime is."

"And wherever Prime is," Starscream added, "Discord is!"

"Precisely, Starscream." Megatron turned away from them and raised his finger forward. "Decepticons, get to The Matrix before Optimus Prime!"

Megatron transformed into his tank mode and sped off, the Decepticons transformed as well and follwed their leader. The Mane 6 thought this would be a good time to escape and turned away in an attempt to escape. That is until Twilight's forehead hit the leg of Shockwave.

"Going so soon?" Shockwave asked and moved forward, the ponies backed away from him. Shockwave kept moving forward still staring at them.

"You will not escape, Megatron still needs you for his plan to work, now get moving!" Shockwave ordered. The ponies turned away from him and walked forward in the direction Megatron had just gone.

They couldn't escape now that Shockwave was behind them, watching them with his cold purple eye.


They were closer to The Matrix now, no more than fifty feet away. Optimus was moving forward slowly, as if expecting an explosion would any second.

But before Optimus could get any closer, he heard the voice of his old foe enter his hearing processors.

"Not so fast, Optimus Prime!!!"

Optimus stopped and so did the Autobots behind him. Prime looked forward and located Megatron in his tank form stop behind The Matrix. Following Megatron, was his army of Decepticons, some flying, some on the ground. They all transformed back and Megatron moved closer to The Matrix, although he wasn't paying attention to it, but his attention was set on Optimus Prime.

"Well, well, well, your precious Matrix of Leadership is no longer in your possesion, Optimus!" Megatron snickered.

Optimus glared at his hated enemy but took his attention off of him when he noticed small colorful blobs walk by and wait by Megatron. Optimus Prime saw them, and didn't want it to be true, but it was. It was Twilight, Fluttershy, Rainbow, Pinkie, Rarity, and Applejack.

"Twilight!!!" Optimus yelled in an attempt for her to hear him. Twilight looked forward and saw her friend Optimus Prime.

"Optimus!!!" Twilight screamed and trotted forward, she was stopped by a cannon being ponited at her. She looked back to see Shockwave aiming at her.

"Not one more step." Shockwave warned. Twilight retreated back to her friends. Optimus didn't want anything to happen to the ponies, he would never forgive himself.

"Release the ponies, Megatron. They are not of your concern!" Optimus yelled.

"Oh but they are, Optimus Prime! I will need them for later on. But for now, I cannot allow you to get The Matrix." Megatron simply said.

"What are you talking about, Megatron?" Optimus asked. Megatron's smile grew wider.

"I heard Discord's announcement, and I see he will destroy it if you don't get to it in time!" Megatron said, "So I will not allow you to reach it!"

"Megatron, we need The Matrix to stop Discord!" Optimus yelled.

"Oh, do we? Do we really?" Megatron asked. Optimus was confused.

"You see," Megatron was saying, "I really despise this Matrix, with all its history of peace and prosperity. So if you Autobots fail to get it, it will be rid of by Discord!"

"Megatron...." Optimus clenched in fists in anger and prepared for anything. But got the shock of his life with what Megatron said.

"And what better way to stop you Autobots, is with my most powerful warrior." Megatron smiled with devious delight.

Optimus's optics grew wide as he stuttered, "No Megatron, y-you can't be serious!"

"Oh but I am!" Megatron roared and raised his fist, "Constructicons, form and merge into..... DEVESTATOR!!!!"

The six Constructicons; Mixmaster, Scavenger, Bonecrusher, Long Haul, Hook, and Scrapper past The floating Matrix and ran towards the Autobots.

Scrapper transformed into the right leg and landed perfectly on the ground. Mixmaster transformed into the left leg and landed right by Scrapper. Long Haul transformed into the lower torso and landed on top of both legs, connecting them to the torso. Hook transformed and landed on top of Long Haul, he formed the body and head. Bonecrusher jumped high and transformed into the left arm and locked into the arm socket. And finally, Scavenger jumped high as well and transformed into the right arm and landed in the arm socket. Devestator was complete.

As Devestator pulled out his massive gun, Twilight and her friends were shocked at what Megatron had done. Twilight looked up to him and yelled, "You lied to us! You didn't mention this! You're going to kill Optimus with that beast!"

"Exactely." Megatron smiled down at them. The Mane 6 gasped and tried to run away only to be stopped by Shockwave.

"You're not going anywhere unless Megatron orders you to!" Shockwave yelled. The ponies couldn't do anything with Shockwave behind them, so they had no choice but to watch the Autobots battle that colossus.

Twilight kept going over her thoughts as she looked at Optimus and Devestator, 'Can even Optimus Prime survive against that monster?'

Optimus Prime backed away as Devestator moved closer with a wicked smile on its face. Optimus looked back at his Autobots who were watching Optimus with intent.

"What do we do, Optimus?" Jetfire asked. The great Autobot leader looked back at Devestator.

"FEEL THE WRATH OF I, DEVESTATOR!!!!"

Optimus thought for a few moments until he came up with the best solution.

"Simple, Jetfire," Optimus said as his right arm transformed into his gun, "we fight... to last spark."

The Autobots nodded and had their hands transform into their weapons. Jazz and Silverbolt stood at the sides of Prime while the other Autobots were preapring their weapons behind them. Grimlock brought out his massive sword and growled as he held tight. The other Dinobots also brought out their hand held weapons and growled just the same.

As Optimus stared down Devestator for what seemed like an eternity, Optimus Prime cocked his gun and lowered it to the ground.

"Autobots.... prepare for battle."

Chapter 18: Omega DevestationEdit

After Optimus Prime had said those four words, Devestator knew they were ready and cocked his massive blaster. Devestator took a few giant steps toward the Autobots and their leader, that is unitl Optimus pointed at Devestator and yelled, "CHARGE!!!!"

The Dinobots, Aerialbots, Ratchet Prowl, Jetfire, Bumblebee, Blaster, and Perceptor charged forward, shooting their weapons and dodging the lasers Devestator shot at them. Optimus, Jazz, and Silverbolt stayed behind while Prime was thinking of a plan.

Optimus suddenly looked at Jazz's right arm and told him, "Jazz, use your grappling hook, shoot at the buildings to get behind Devestator and get The Matrix!"

Jazz's right arm transformed into his grappling hook, he looked at Prime and saluted, "You got it, Optimus!"

Jazz aimed at the closest building and fired. A long blue stream of energy shot out and struck the building. Jazz felt himself being pulled towards the building as his entire body flung through the air towards it.

Jazz caught himself on the building and aimed at another one, this building was closer to Devestator. As he fired and struck the building, he was pulled towards it and Devestator saw this. He took his attention off of the Autobots below him and focused on Jazz.

He lifted up his fist and attempted to punch Jazz through the air, but Jazz was too quick as the punch barely missed him. Jazz landed on the building and prepared to fire again, this time right by The Matrix.

When Jazz was about to fire, Devestator punched the building Jazz was on and it crumbled to the ground. As Jazz was falling, he quickly aimed and fired, this shot hit Devestator right in the eye.

Jazz was flung right towards Devestator's face. When he landed, Devestator prepared to crush Jazz with his fist. When he brought his fist towards his face, Jazz quickly shot at another building and made it safely off of Devestator's face, just in time to see Devestator punch himself.

Jazz stiffled a chuckle and landed perfectly on the side of the building. He looked over to see Devestator regaining his stature. Jazz aimed one last time right at The Matrix and fired. The blue stream landed right in front of The Matrix and Jazz was launched forward.

As The Matrix was drawing nearer, Jazz could almost reach out and grab it....

....unitl he felt himself being grabbed.

Jazz looked up and saw Devestator glaring at him, his massive fist tightly around Jazz's body. Devestator lifted up Jazz, broke the blue grapple hook, and threw Jazz right towards Optimus Prime.

Jazz colided against Silverbolt which sent them both right into a carriage. Optimus looked back and saw Jazz and Silverbolt getting up, each rubbing their heads.

"Oh man!" Jazz said as he rubbed his head. Optimus Prime knew they were both too injured to fight. So he looked back at the carnage and saw Devestator kicking his Autobots around like they were nothing.

Optimus charged forward and shot several blasts at the colossus. They did nothing but scratch his outsides. Devestator looked over and saw Optimus heading his way. He went down and grabbbed Sludge with both hands. As Sludge stabbed Devestator's hand, he quickly tossed Sludge right for Prime.

Optimus did a front flip over Sludge and continued to run for him. Devestator felt a sharp pain in his leg and looked down to see Grimlock, Swoop, Snarl, and Slag stabbing him in the legs. With one strong kick, Devestator launched the Dinobots in several different directions. Swoop and Slag landed in the buildings, Grimlock and Snarl landed farther back behind Jazz.

As Optimus was drawing nearer, Slingshot backed away from Devestator as he kicked the other Autobots aside.

"Alright you waste of metal," Slingshot yelled at him, "see if you can catch this!"

Slingshot tried to transform into his jet mode but suddenly remembered that he can't transform.

"Scrap, I forgot!!!" Slingshot said as a massive ball of energy landed right in front of him, sending him into a large fruit stand.

Optimus Prime past him and was getting closer by the second. As Devestator was preparing to fire on Optimus, a bolt of lighting hit him straight in the back.

Devestator fell to one knee and looked up to see the lightning storm was now overhead. Several more bolts hit Devestator since he was the largest metal thing in Canterlot.

Optimus Prime jumped high and landed on Devestator's leg. He climed up and got close enough to shoot Devestator directly in the face. Devestator yelled in pain as Prime continued to fire. The massive Decepticon finally got a breakthrough.

As Optimus was reloading, Devestator picked him and held Prime in front of him. Optimus struggled to break out, Devestator began squeezing with all his might. Optimus yelled in pain as he felt his armor depleating.

Megatron was laughing maniacally while the ponies were too shocked to make a noise. Twilight couldn't bare to see her friend in so much pain, but what could she do?

As Optimus was about to give in, Devestator felt something small hit him in the back of the head. He stopped squeezing and turned around to see a flying pegasi with golden armor rubbing his head in pain.

All of a sudden, loud trumpets were heard around Devestator. The Decepticon was confused and looked around but saw nothing. Finally, his optics caught a small white blob on a rooftop. He got closer and noticed it was a unicorn in shining armor.

The unicorn raised his hoof and yelled, "Royal Guard, attack!!!"

Devestator's vision was now being crowded with several flying pegasi, each of them applying several bucks to his armor. Devestator had no choice but to drop Optimus Prime and block the pegasi. Optimus fell to the ground and struggled to get up. Ratchet ran up to him and helped his leader to his feet.

Optimus looked back up to Devestator who was now swatting the pegasi that flew in front of him. Devestator had enough time to see that same unicorn in the armor with several more unicorns by his side. He raised another hoof and brought it down in a swift motion.

Devestator was now pelted by several energy beams coming from the hundreds of unicorn's horns. Devestator couldn't see anything as his vision was blinded by the energy.

Down below, Megatron couldn't believe his greatest warrior was faultering to these ponies. He put both hands on his head and screamed, "NO, NO, NO, NOOOOOOOO!!!!!"

"The Royal Guard has finally come!!!" Rarity screamed in delight. The ponies cheered as Devestator was losing. Megatron turned around, really not in the mood.

"SHUT UP!!!!!" Megatron roared. The ponies closed their mouths emediately but kept smiling as they saw Shining Armor on the rooftops.

As Devestator continued to try to block the beams, Shining Armor looked down to see the stallions were ready. He raised his hoof and yelled, "NOW!!!!!"

The many stallions on the ground raced towards Devestator. Along with them, they pulled several carriages filled with unicorns. As they drawed nearer to Devestator, the unicrons blasted energy at the legs of the colossus. Devestator had enough time to see the ponies below him literaly ram into his legs.

Devestator fell to both knees and his hands dropped to the ground. Shining Armor looked to see his unicorns surrounding Devestator and preparing to fire on his mark.

Shining Armor rasied a hoof and yelled, "Unicorns, prepare to fire the paralyzing spell!!!!!"

The unicorn's horns lit up as Shining Armor counted down.

"3...... 2...... 1..... FIR-" Before Shining Armor could finish, several missles collided into the building he was on.

The unicorns looked over to see the flying traingles soar past them, they must have been the ones who shot the missles! Shining Armor tried to regain his structure as the building was about to collapse.

Finally, the building broke apart and fell to the ground, along with several unicorns and Shining Armor. As Shining fell, he could hear the screams from mares coming from not to far away. Shining recognized one of the screams to be his little sister; Twilight.

As Shining Armor continued to fall, he could see the ground getting nearer by the second. Time seemed to slow down as his life literaly flashed before his eyes. He could see himself being held by his mother anf father when he was born. A few years later, he sees his little sister Twilight skipping merialy around him. More years go by and Shining sees his wife Cadance in front of him, still in her wedding gown, he was back at his wedding. Shining Armor finally felt tears forming in his eyes as he finally realised he was going to die and never see his wife or sister again.

Shining Armor closed his eyes and braced for his death.

Only it didn't come.

Shining felt himself land on a hard metal palm, although it did catch him gently. He opened his eyes and saw Optimus Prime holding out his hand and laying on the ground, Optimus had dived for him!

Shining looked in the skies and saw his fellow unicorns being held by the pegasi, he was the only one caught by an Autobot.

Optimus put him down on the ground and looked at him with intent. Shining Armor stood up, a little bit shaky but alright, he looked up to Optimus Prime.

"Thank you, Optimus, for saving my life." Shining Armor congratulated him. Optimus nodded and looked back at Devestator who was getting back up.

Optimus got in front of Shining Armor and activated his arm cannon. The Royal Guard began to retreat away from Devestator as he was regaining his structure.

Shining watched as his Royal Guard retreated, he shook his hoof, "No, don't go!!!"

Shining felt a hoof on his shoulder, he turned around to see his group still together. One of them nodded and said, "We're with ya, captain."

Shining Armor smiled and looked up to see Optimus preparing to fire on Devestator. Until another announcement went through the air.

"ATTENTION ALL AUTOBOTS!!!! THIS IS DISCORD WITH THE FINAL WARNING!!! YOU HAVE FORTY-THREE MINUTES LEFT BEFORE THE MATRIX IS DESTROYED!!! THAT IS ALL!!!!"

Optimus put his gun down, forty-three minutes?! With Devestator gaurding it, there was no way they can get The Matrix in that amount of time. Optimus Prime didn't know what to do....

He saw his Autobots stand right by him, each of them were very injured, sparks were flying off their components, Optimus knew they couldn't fight anymore, so he did the one thing he never thought he would have to do......

Fight alone.

Optimus put his hand up and said, "Autobots, I cannot allow you all to die to this colossus, I will go it alone now." The Autobots gasped and tried to reason with Prime, but he made up his mind.

"It has been an honor serving with you all. When I have distracted Devestator, go for The Matrix." Optimus turned towards Devestator who picked up his massive gun and began stomping forward. Optimus did the same.

As both bots stomped towards each other, Optimus knew this was the right thing to do. To save his team, to save this world, to save........ The Matrix. With one final step, Optimus looked up at Devestator was loading his weapon. Optimus Prime cocked his gun and continued to glare at Devestator.

As Devestator was ready, he aimed his gun down and prepared to fire on Optimus Prime. Optimus didn't move a circuit as he continued to glare. Devestator was almost fully charged as he began laughing.

The Mane 6 couldn't believe what Optimus was doing. He was sacrificing himself for the sake of this planet and the ponies.

"No...." Twilight whispered as her tears flowed down her face.

"Yeeeeesss." Megatron said with pure victory in his voice.

As Optimus looked straight ahead into the tube of the gun aiming right at him, he knew this was it, he would die helping win the war for the Autobots. Prime closed his eyes and prepared for Devestator's wrath.

And he waited......

And waited......




Optimus opened his eyes to feel the ground rumbling. In fact, all of Canterlot appeared to be shaking! Devestator looked up into the cloudy and dangerous skies above to hear a strange noise coming from the heavens. The ponies and Decepticons were just as confused as anyone else. As Megatron tried to regain his balance, he yelled, "What is happening, Soundwave?!"

"Unknown." Soundwave said falling to the ground.

As Canterlot continued to shake, Optimus could feel a presence coming from the skies above. A presence he knew all too well. Like.... and old feeling he had when he was on Cybertron, it came back!

The Autobots watched as a portion of the skies was suddenly the color red. But it wasn't the sky that was red, it was something coming out of the storm!

A massive red object suddenly erupted from the heavens above, causing the ground to shake even more. The ponies were dumbfounded at what they saw, this thing was gigantic! It was red with an Autobot symbol on it. This caused the ponies to gasp at the familiar symbol.

It had giant ovals on the bottom side that erupted with flames. The rest of it had a giant oval like body. As it descended into Canterlot, Optimus Prime couldn't believe his optics. Had it really come all the way from Cybertron to Equestria?

When it landed, the tremor stopped and all the Autobots, Decepticons, and ponies were staring at it. After a few very silent seconds, it began to move.


Discord had just witnessed a massive unknown object enter Equestria. This thing was huge! Discord almost didn't believe it was real, did he make this? No he couldn't have, he would remembered such a giant thing.

Suddenly, when it landed, it began to move and make a very strange noise that Discord had heard once before.

"Hmmm? What's this?" Discord said as he saw the unknown space object......... transform.


As he massive thing started to change, the ponies were shocked to see it actually transform into something similar to the Autobots. Megatron was panicking which caused the ponies to get even more excited.

"No..... no..... no, it cannot be true!!!!!!" Megatron yelled and backed away along with his Decepticons. The Mane 6 on the other hand, stepped forward to get a closer look at this monsterous creature.

Devestator dropped his massive gun and began to back away in fear. Optimus Prime still couldn't believe who it was. Finally, its head appeared and the blue eyes lit up.

It spoke.........

"OMEGA SUPREME, MISSION SUCCESSFUL. OPTIMUS PRIME LOCATED. ERROR, DECEPTICONS IN AREA, FORWARD MISSLES LAUNCH."

Omega Supreme lifted up his left arm, it was a long pointed triangle that opened up and somehow shot several missles toward Devestator. Devestator couldn't block all of them and was pelted several times in the chest by the hundreds of missles.

Devestator fell on his back which caused a massive tremor to go out through Canterlot. The Mane 6 cheered as Devestator had fallen. But Megatron wasn't over yet.

"Devestator," Megatron began, "get up now and fight Omega Supreme!"

Devestator barely got up but succeeded. He stumbled forward and suddenly regretted it. Omega's right arm had four fingers on it and the hand began to spin which caused the fingers to create a red ball of energy. Omega shot a long red beam of energy that struck Devestator in the chest and caused him to crash into a building.

Omega's right hand was still spinning but the beam stopped. Devestator got back up and limped toward Omega. With Devestator's last strength, his feet shot a blast from below and Devestator was launched toward Omega, in an attempt to tackle him.

Omega Supreme acted fast and caught Devestator with his left pointed hand. He held him on the ground as Omega aimed his right spinning hand at Devestator's face. Devestator thought quickly and shouted, "CONSTRUCTICONS, BREAK APART!!!!"

With that, the upper torso of Devestator shot forward at Omega Supreme. Omega caught the upper half with his right hand and chucked it into a building. The lower half of Devestator broke apart into the three Constructicons, they scrambled away in fear. The upper half fell to the streets and broke apart as well. The upper Constructicons were knocked out cold.

As Optimus Prime finally came back to reality, he found out that Devestator has been defeated, and best of all.....

the Autobots now have Omega Supreme.

Chapter 19: Cruel TricksEdit

As the Autobots suddenly realised what happened, they got really excited and cheered as Omega Supreme stepped forward towards Optimus Prime. Omega looked down at Prime and said, "THE LAST OF THE PRIMES LOCATED. GET IN OMEGA SUPREME. AUTOBOTS WILL ESCAPE THIS PLANET."

Optimus answered back, "Not yet Omega Supreme, the Decepticons are still on this world and The Matrix as well."

Omega Supreme got back to full size and said, "MATRIX OF LEADERSHIP ACKNOWLEDGED. WILL FIGHT FOR THE LAST PRIME. GET THE MATRIX BACK."

Optimus Prime nodded and turned towards The Matrix of Leadership, he began walking calmly towards it, knowing nothing can stop him now........ except for....

Optimus felt himself being shot in the chest and landing on his back. He heard several screams from the recognizable voices of the ponies. He got up and saw Megatron standing in front of The Matrix, his cannon aimed at Prime.

"I will NOT let you aquire The Matrix of Leadership, Optimus Prime!" Megatron spat out in disgust. Optimus's right hand transformed into his gun as he stared down Megatron.

Both of them glared at each other for a very long time. Both of them looking into each others optics, Optimus could see the horrible things Megatron has done when he looked in those red eyes of his. And Megatron could see all the heroic attributes Optimus has accomplished when he glared into his blue eyes.

Finally, Optimus charged forward and shot several blasts at Megatron. The leader of the Decepticons fired back but backed away from the hits he had recieved. Prime dodged the shots and drew closer to Megatron. Megatron had enough and just charged at Prime as well. When Optimus seemed close enough, Megatron brought back his left fist and attempted to punch Optimus.

But the last of the Primes was too quick.

Optimus brought his left hand forward and latched onto Megatron's shoulder. He lifted himself up and flew right over Megatron. In mid-air, Optimus shot Megatron in the back causing him to fall face first on the cement.

Optimus Prime landed perfectly and reached out for The Matrix of Leadership.

After several hours of not obtaining the knowledge of Cybertron, several hours of unfit leadership, several hours of worrying, it was finally over. Optimus Prime grabbed The Matrix and held it above his head.

When he touched it, a green beam shot out of it and sailed into the skies. The beam spread across the sky into several directions. Each beam went down and hit one of the Autobots while even more beams went across Canterlot finding the right Autobot.

When the beam stopped, Optimus heard several cheers from behind him and turned to see Jazz transforming over and over again, so were the other Autobots.

"We can transform once again." Optimus Prime sighed and opened his chest.

When he was about to put The Matrix back where it belongs, a bright light appeared in front of him. When the light stopped, The Matrix was not in Prime's hands.

He looked forward and saw Discord holding The Matrix with his left hand, with an angry glare to go with it. Optimus Prime clenched his fists and suddenly remembered what Discord said at the beginning.

"If one of you Autobots find it before three hours pass, you get to challenge me for it!"

Scrap.

Optimus Prime spoke out, "Discord, unless you want to suffer a horrible demise, I suggest you give me The Matrix of Leadership now!!!"

"Oh but Optimus," Discord said twirling The Matrix on his finger, "we still didn't finish the game now did we?"

Optimus glared at Discord until he caught something on his optics, he turned his head slightly to the left and saw Megatron slowly walking towards his Decepticons, not making a noise.

He turned back to Discord who a had a smug face. Discord cracked his neck and said, "Now, are we going to finish this?" Discord raised both fists while The Matrix floated right by him.

"Discord," Optimus began, "this world is out of control! Look above you! Those storm clouds could level this entire city!" As Optimus said that, a bolt of lightning struck the side of a building causing debris to fall to the ground.

"Ohhhh Optimus," Discord whined, "why don't you just take risks, besides, this Matrix will be destroyed if you don't fight me."

"You said if we found it you wouldn't destroy it!" Optimus yelled at him.

"But yet you have tempted me to do such horridness." Discord said placing a hand to his face prentending to hate what he is doing which Optimus knew he loved every second of it.

Discord cracked his knuckles and said, "Now Optimus, this your final warning, fight me or I will destroy The Matrix of Leadership."

"DISCORD!!!!!!"

Discord spun around quickly to see Megatron and his Decepticons watching him, only Megatron seemed harmless.

"Odd?" Optimus said in confusion when he noticed Megatron's unthreatening posititon. He never saw Megatron like this, what was he planning?

Megatron stepped forward and bowed to Discord, Discord smirked and bowed back.

"Well, well, well, you have very nice manners Megatron, unlike someone here." Discord said looking back at Optimus.

Megatron stepped forward and said, "I, Megatron, have noticed such a powerful being you are Discord, and I seek we make a partnership."

"A partnership?" Discord smiled. Megatron smiled back.

"Yesss, if we were to form and alliance, then we can rule this world together, no one coould stop us, not even the Autobots!" Megatron explained.

"Hmmmmm...." Discord scratched his chin thinking of the preposal.

Megatron put his hand in front of his chest and said, "I'll prove it to you."

Discord raised an eyebrow waiting for an answer. Megatron looked back and nodded. Shockwave looked down and ordered the ponies to move forward. They had to against their will, and soon they were standing at Megatron's feet.

Discord got wide eyed but remembered that Megatron wanted to use the ponies for something, so he played along.

"What's this?" Discord asked. Megatron smiled and pointed at the Mane 6.

"I have heard that these ponies are the ones that imprissoned you," Megatron smiled even wider, Discord groaned but allowed Megatron to continue, "so this is my saying so that we could be partners...."

Discord was not expecting what Megatron did, Optimus was too shocked to even react. Megatron pointed his cannon down at them and said, "I will kill these ponies."

Discord's mouth hung agape, the Autobots gasped at what Megatron threatened to do. Optimus looked at the ponies but was confused on how they looked, sure they looked scared, but there was a hint of acting in those terrified eyes that Optimus saw.

"You.... you will?" Discord asked, he was not expecting at Megatron had just said. Killing the ponies?! That was..... evil.

"Oh yes, these ponies have no choice in the matter. So.... what do you say?" Megatron asked.

Discord looked at Twilight and her friends, the fear in their eyes made Discord's smile grow bigger and bigger. He nodded and said, "I except your partnership, Megatron."

"NO!" The Mane 6 screamed trying to make it sound believable, which it really did. Megatron smiled even more and powered up his cannon. Discord waved goodbye to the ponies still smiling.

"MEGATRON, NOOOOOO!!!!!" Optimus Prime screamed and ran forward. Before he could even get close, he got shot in the leg by Shockwave's blast cannon. Optimus fell to one knee and looked at the utter horror in the ponies eyes as Megatron was about to fire.

Optimus swore this planets race would not be harmed by the Decepticons....

....he has failed.

"No..." Optimus whispered to himself and couldn't bare to watch his friend's fates.

Megatron slowly looked at Prime, and then back to Discord. His smile turned to a frown as he looked past Discord and saw the three seekers heading their way. Megatron's plan was a go.

Megatron smiled devieshly at Discord, who frowned. Discord was impationt and said, "Well what are you waiting for?! Shoot!"

"Oh," Megatron hissed, "I plan to."

Discord didn't understand until a few seconds had passed. Starscream, Thundercracker, and Skywarp shot their blasters as they flew high from the sky. The laser fire directly hitting Discord in the back, which shot directly through his body.

Discord howled in pain and fell to both knees, the seekers just wouldn't stop. They hovered in place as they shot Discord in the back several times. Starscream, Thundercracker, and Skywarp finished their mission by sending several missles towards Discord.

The missles collided and caused a severe explosion where Discord was. After the dust had cleared, Megatron could see Discord laying on the ground barely getting up. Megatron had to finish this... now!

"Stunticons," Megatron raised a fist, "merge into..... MENASOR!!!"

Motormaster, Wildrider, Dead End, Breakdown, and Drag Strip stepped forward and transformed into Megatron's colossus.

Breakdown and Wildrider transformed into the right and left leg and landed in front of Discord. Motormaster transformed on top of them and formed the body and head. Drag Strip and Dead End transformed in mid-air and landed in the arm sockets forming the arms. Menasor was formed!

"Menasor," Megatron began, "crush Discord!!!"

"I LIVE TO SERVE AND TO DESTROY!!!!" Menasor yelled and lifted up his massive foot over Discord.

Discord looked up just in time to see Menasor bring his foot down, crushing Discord.

All was silent, Optimus was still in shock how Megatron had just tricked and killed Discord. The ponies were even more surprised that they didn't even have to use The Elements to stop Discord. Megatron smiled as time went on, knowing his plan was successful.

Suddenly, Menasor felt his foot begin to tremble. Menasor was shocked and tried to lift his foot up, but it was stuck! Megatron watched in horror as Menasor was lifted up from his foot! Underneath was none other than Discord, not even a scratch on him!

Discord cracked his neck and said, "That was a pretty good plan Megatron," Discord said as he lifted Menasor with both arms, "but you will have to try harder to stop me."

With that, Discord flung the great Menasor towards the Decepticons. As the colossus was hurling toward Megatron, the Decepticons scattered away in fright along with their leader.

Megatron turned around and yelled, "Menasor, break apart! NOW!!!"

Just as Menasor was about to flatten Megatron, he broke apart at the last second, sending the Stunticons in different locations. Motormaster landed Megatron, sending them both to the ground.

Megatron pushed Motormaster off of him and yelled, "Get off fool!"

Megatron looks over and sees Discord laughing in mid-air. Discord stops laughing when he sees Optimus heading straight for him. Discord lifts up a piece of concrete and hits Optimus with it sending him backwards.

Optimus lands on his back and looks at Discord who was floating higher. He unleashed his fury.

"I've had it! I'm done playing with you Decepticons and Autobots! THIS. ENDS. HERE!!!!" Discord screamed as he shot several bolts of lightning at both the Autobots and Decepticons. The Mane 6 got behind some debris and looked to see the Decepticons faultering and falling to the ground. This was a perfect moment to escape!

"Come on girls!" Twilight yelled and ran towards the Autobots. Fluttershy, Rarity, Applejack, Pinkie, and Rainbow followed closely.

Discord saw them trying to flee and charged up his hand with the lightning from the sky. When he was about to fire on them he heard a loud rumble and looked forward to see the massive Autobot staring straight at him.

"OMEGA SUPREME TARGET ENEMY. UNKNOWN SPECIES. ENEMY TO AUTOBOTS. COMMENCE OPERATION COMPLETE TERMINATION."

Omega charged up his right hand was about to fire upon Discord, until Discord focussed his shot intended for the ponies on Omega Supreme. The yellow beam blasted from Discord's hand and shot all the way to Omega's chest. Omega Supreme fell back and landed into a few buildings. When he landed on the ground, he created a tremor so powerful, the Decepticons and Autobots fell face first to the ground.

Omega Supreme layed in the ruble and said, "OMEGA SUPREME DAMAGE CRITICAL. MUST ACTIVATE STASIS FOR REPAIRS. PREPARING STASIS."

Omega Supreme's eyes went black as he went into stasis to repair himself. Omega was out of the battle.

The ponies were surprised that such a powerful Autobot just got sent back into the buildings by Discord, then again, Discord was the being of chaos, he had unlimited power.

Discord looked back at The Mane 6 and prepared another strike, until he heard Optimus charging at him. He turned just in time to see Optimus Prime shooting at him. He blocked the shots with a shield that appeared in his hand. Discord felt triumphant until he got shot in the back.

He looked behind him and saw Megatron with a smokey cannon. The leaders of both sides were preparing to fight him!

As Discord looked both ways Optimus Prime and Megatron were getting closer to him, he had no choice but to end this. His whole body began to glow as the lightning started stricking against Discord. Twilight felt the chocolate rain hit even harder than before, she looked at Discord with pure terror in her eyes.

Discord raised a fist and shouted, "YOU SHOULD NOT MESS WITH CHAOS!!!!!!!"

With that, he brought his entire body down to the Earth below. Bumblebee knew this would not end well and saw that the ponies were too close, they would not survive the explosion that was iminent. Bumblebee raced forward adn threw himself towards the ponies.

Optimus Prime and Megatron smashed one of their fists in the ground just in case anything would happen....

..... and something did.

When Discord hit the ground, he caused a massive firery explosion that sent a gigantic shockwave throughout Canterlot. Windows shattered, carriages were flipped over, and the Autobots and Decepticons were blown backwards. Bumblebee shielded The Mane 6 with his body just before the flames overcame them.

All was silent......



Optimus Prime was shaking from the explosion that had just passed him. He ripped his hand out of the ground and fell to one knee, still shaken up pretty bad. Megatron wasn't holding up any better, he was shaking even harder since he was closer to Discord.

Speaking of Discord, the draconequus slowly raised himself up and checked the carnage he had just caused. The Autobots were sent to his left, all of them laying on the ground. The Decepticons were sent to his right, all of them laying down. And in front of him was a yellow Autobot, not even moving.

"Pity." Discord said and looked towards Optimus Prime, even Discord was surprised he had survived this. He looked to his right and saw Megatron as well.

Discord looked down and picked up The Matrix, it was still intact, barely. He looked at Prime, then Megatron, then The Matrix. Prime, Megatron, Matrix. Prime, Megatron, Matrix.

Discord smiled and got an idea, this was so much better than his last one.


As Fluttershy slowly opened her eyes, she felt a large presence over her. She looked over and saw a yellow arm shielding her. Fluttershy looked up and saw the body of Bumblebee, protecting her and her friends from that explosion.

Fluttershy was even more heart broken to see Bumblebee's face, void of life, and cold black eyes. Fluttershy began to feel scared for her friend, was he..... dead?! NO, he can't be dead he just can't be!

Fluttershy's friends began to wake up and looked over to see Fluttershy with tears rolling down her face. They turned around to see what she was crying about....

..... it brought tears to their eyes as well.

Bumblebee was laying there, motionless, his eyes as dark as the night, and not a single red light glowing on him. Rarity slowly walked to Bee's face and began to reach for it, she pulled back and cried into her foreleg. Applejack walked over and comforted her, Applejack couldn't help but cry herself.

Twilight couldn't bare to see him anymore, she turned away and let the tears fall. Rainbow Dash couldn't hold in her tears anymore and let them fall, even she can't cry through this. Pinkie released a waterfall of tears and whimpered to herself at Bee's state.

Twilight looked back up at Bumblebee's face, she walked forward and looked at his lifeless eyes. She looked down and whimpered, "Bumblebee....... no."

They had to except the horrible fact.

Bumblebee...... was dead.

Chapter 20: Beginning of the EndEdit

As the Autobots and Decepticons were picking themselves up, Optimus Prime and Megatron were already standing up, shaken up from the explosion. As Optimus looked into Discord's eyes, he saw something in them, Discord had a plan.

Right before Optimus could think anymore, Discord lifted up The Matrix with his right hand and shouted, "Congratulations Optimus Prime and Megatron for being the strongest of the strong. For your strengths, I've decided to give each of you a sporting chance."

"What kind of chance?" Megatron said clutching his arm that leaked Energon.

Discord floated a bit higher and held The Matrix with both hands, he shouted, "The leaders of the Autobots and Decepticons will have a battle to the death! I control where you fight and how everything will go down. Winner gets to challenge me for The Matrix!"

"A battle to the death with Optimus Prime?" Megatron repeated while rubbing his chin. Optimus knew that this was the only way to get The Matrix back, it was either this, or simply fighting Discord right here, which Optimus knew he didn't have a fighting chance.

"So," Discord asked, "what do you say?"

After a few seconds, Megatron frowned and said, "Very well, I will crush Optimus Prime and then I will crush you!" Megatron pointed his finger at Discord.

Discord smiled and looked at Optimus with intent. Prime thought for a moment and was deciding against it.

That is until he heard the whimpering.

Optimus Prime turned to his left and saw the horror placed in front of him. Bumblebee laying on his side, his entire back scorched, and not a single movement coming from him. Optimus stepped forward and fell to both knees, he saw The Mane 6 crying by Bumblebee's face, they looked up and saw Prime bringing his hand down on Bumblebee's face.

Optimus brought Bumblebee onto his back and held his head up with his right hand. Prime clutched Bumblebee's hand with his own and held him like that. After a few seconds, Optimus finally spoke.

"Bumblebee........ brother..... you gave up your life to protect the innocent...... you are the bravest Autobot I ever knew...... goodbye.... brother."

Twilight knew that Optimus Prime was hurting, he had just lost his teammate, no, Bumblebee wasn't his teammate, he was his brother. They were all brothers. Now Twilight understood, Megatron was Optimus's brother, Huffer was Optimus's brother, and Bumblebee.......... was his brother.

They were all family in their war they told them about. They would fight to the end, even if they lost their family, they would never give up. Twilight would have never thought that these Autobots could be this brave, losing your family in the war, that's taking too much.

Twilight and her friends came back to reality to see Optimus dropping Bumblebee's hand and shaking with anger. Optimus Prime looked at The Mane 6, they backed away when Optimus looked at them.

This wasn't the calm, peaceful robot they came to know, Discord had taken his friend, his brother, away from him, and Optimus was pissed.

As Optimus Prime got up, they could see him clenching his fists as he walked forward to Discord. Discord actually felt uneasy as Optimus walked toward him. Finally, when Optimus was not but ten feet away, he looked at Discord and spoke.

"I accept your challenge."

Discord suddenly smiled again and said, "Excelent."

With a snap of his fingers, the lightning above struck the ground around Optimus and Megatron, creating a very large circle in the ground. When the lightning stopped, Discord raised his glowing fist and the ground began to tremble. Suddenly, the giant circle created by the lightning, rose up. The ground broke apart, seperating the circle from the rest of the ground.

A gigantic piece of concrete the shape of a circle, rose up from the ground, carrying Optimus Prime, Megatron, and Discord. It kept rising with each second.

The Decepticons and Autobots were fully awake now and staring in awe at the massive piece of concrete rising with the two leaders on it. Megatron looked back down and shouted, "Shockwave, you're in charge now!!!"

Shockwave chuckled and said, "Excelent."

Starscream grumbled and nudged Soundwave, "Ugh, again?"

Shockwave turned back and said, "When you actually prove yourself to Megatron, you may lead the Decepticons!"

Silverbolt kept staring at the massive floating concrete, until he heard the beeping of many horns. The Autobots turned around to see the rest of the Autobots in their vehicle modes. Each one transformed and walked closer to the Dinobots, Aerialbots, Jazz, Ratchet, Prowl, Jetfire, Blaster, and Perceptor.

"What's going on?!" Powerglide asked.

"Optimus and Megatron are going to do battle, winner gets to fight Discord for The Matrix!" Perceptor told the large group of Autobots that just arrived.

As Perceptor noticed the group, he had to count them up so all the Autobots were here. He looked at the group and said, "Let's see....."

"There is Ironhide, Wheeljack, Mirage, Sideswipe, Sunstreaker, Brawn, Cliffjumper, Windcharger, Hound, Trailbreaker, Bluestreak, Seaspray, Huffer, Grapple, Hoist, Inferno, Red Alert, Smokescreen, Tracks, Gears, Beachcomber, Powerglide, and Warpath. All the Autobots are here!" Perceptor announced.

Hound stepped forward and pulled out his gun, "Well what are we waiting for? Let's help Optimus and-"

"No, Hound," Ratchet interrupted, "that is Prime's battle."

Hound nodded in agreement and put his gun away, Ratchet help up his hand to Hound and said, "Now, now, you might want to keep that gun out."

"Why?" Hound asked.

Ratchet faced the Decepticons who were preparing their weapons and glaring at the Autobots. He turned back and said, "We might have a fight on our hands."


When the floating concrete reached an approximate level above the buildings, Discord snapped his fingers and sat in his thone that just appeared. He placed The Matrix at the top of the throne where it sat perfectly. He snapped his fingers and a glass appeared in his hand.

He drank the chocolate milk that just filled up the glass and said, "Now, this battle will be between Optimus Prime and Megatron, no other bot can interrupt or I destroy The Matrix, there will be no trying to attack me or I will destroy The Matrix, anything else goes!"

Discord sat up and said, "Now, choose your weapons!"

Megatron looked at Discord and then Optimus, he pulled out a staff that transformed into a long sword. Optimus recognized the sword emediatly, it was the sword that Megatron had used to fight Optimus on The Ark. Optimus Prime knew what weapon he wanted, he pulled out a staff and it transformed into the sword he used to battle Megatron on The Ark.

Discord clapped his hands together and said, "Now then, weapons have been chosen, rules have been layed out, there is nothing else to explain. FIGHT!!!"

Optimus got in a ready stance while Megatron just stood there clutching the sword. He looked at Prime with an intense glare that seeped through Optimus's optics.

Megatron sighed and said, "Optimus, why do we keep doing this? Why risk your life for this horrid world?"

Optimus stood normally and answered, "Becasue it is the right thing to do. Freedom is the right of all sentient beings, and I will give up my life to protect them."

Megatron frowned and said, "Freedom? FREEDOM?! HAHAHAHAHA, oh Optimus Prime, you're so weak! Protecting this land of pathetic excuses for life!"

"The ponies are a proud and noble race, that is why this world must survive." Optimus retorted.

Megatron chuckled and asked, "That reminds me, why didn't you just finish it in that forest?"

Optimus was taken back by this. Megatron continued.

"I was damaged and yet you spared my life, you could've ended it all right there, none of this would have ever happened, Bumblebee would still be alive!" Megatron yelled.

Optimus clutched his sword in anger from the mentioning of Bumblebee's name. Megatron was smirking, Optimus knew what to say.

"The reason I spared your life is because I knew you were weakened." Optimus answered.

Megatron stopped smirking and yelled, "I was not weakened, I was injured!"

Optimus continued, "You were so pathetic Megatron, begging Soundwave to save you, it only proves that you are truly weak."

"Shut up!!!!" Megatron roared. Discord chuckled in delight.

"Ohhhh, tension!" Discord chuckled and ate some popcorn that appeared in his hand.

Optimus continued, "When I looked in your optics, I saw... fear. You were afraid Megatron, afraid of death."

"I fear nothing!!!!" Megatron yelled.

"I spared you because I didn't want to become what you did, a monster, killing those who are weaker than you, giving them no choice, I would rather die then become you." Optimus finished.

"ENOUGH!!!" Megatron yelled and smashed his foot on the concrete. He held his sword in front of him and said, "I will finish you off once and for all, and then this world is next!!!"

"We will see about that, Megatron." Optimus held his sword out front and said, "By the end of this day, one shall stand, one shall fall."

Optimus Prime and Megatron glared at each other as a lightning bolt struck in between them. Discord was enjoying every second of this.


As most of the storm clouds were floating directly above the floating concrete Prime and Megatron were on, The Mane 6 were still sorrowing at the loss of their friend.

Bumblebee layed in front of them, dead, there was nothing the ponies could do for him now. All they could do was sit by his body and comfort each other.

Twilight finally spoke through the tears and said, "Bumblebee, he gave up his life to save us. It's all our fault he's dead."

Rarity put her hoof on her shoulder and assured her, "It's not our fault, Discord killed him with that thing he did."

Rainbow growled and said through clenched teeth, "When I find Discord, I'm gonna..... I'm gonna..." Rainbow Dash broke down into tears again. Applejack hugged her which calmed Rainbow down a bit.

The Mane 6 cried again and held each other as they sat by Bumblebee's dead body.

That is until they heard static.


WEAPON SYSTEM ONLINE. OVERSHIELDS CHARGING UP. VOICE CHIP DISFUNCTIONAL. OPTICS AT 67%.

Bumblebee had taken quite the hit, that blast nearly killed him. As his systems were coming back on, Bumblebee still didn't know how he survived.

OPTICS AT 97%.

Bumblebee's optics were flickering, but he could still see his friends, Twilight, Fluttershy, Rainbow, Pinkie, Rarity, and Applejack. Thank Primus they survived.

OPTICS AT 100%. COMPONENTS FULLY CHARGED. AWAKEN.

As Bumblebee's vision cleared, he lifted up his head and was trying to get up.

Except for the fact that he was pelted by hugs and kisses.


Twilight and her friends looked up to see Bumblebee's eyes flickering blue. They gasped and got in closer. Soon enough, Bumblebee's eyes were blue yet again. The Mane 6 couldn't believe it, Bumblebee lived! He survived that massive explosion and was alive!

Before Bumblebee could get up, Twilight, Fluttershy, Rainbow, Pinkie, Rarity, and Applejack tackled him. Bumblebee sat up with his hand while the ponies were hugging his arms and face, nuzzling his chest, and kissing his metal cheek.

Bumblebee smiled and hugged each of them, he put them in front of him while Twilight was in a frenzy of questions.

"How did you live? Where did you go? What are we supposed to do now? When are we-" Bumblebee put his finger on her lips, silencing her.

Fluttershy walked up to Bee and said, "I thought we lost you, that... that you were dead. But how did you live?"

The ponies only answer was a shrug. Fluttershy smiled with tears in her eyes and said, "It doesn't matter, as long as you're still here, Bumblebee."

Bee smiled and rubbed her mane. Bumblebee sat down and put a hand under his chin, thinking of an idea. He didn't have to think long.

"Decepticons, attack!!!!"

Bumblebee looked behind him and saw Shockwave pointing at the Autobots. The army of Decepticons charged forward shouting battle cries. The Mane 6 panicked, not knowing what to do. Bumblebee knew exactly what to do.

He stepped in front of the ponies and jumped in mid-air. He made a changing noise and landed on the ground in vehicle mode. The ponies got closer and saw Bumblebee open his car door. After several seconds, the ponies knew what he wanted them to do.

The Mane 6 climed in and got in the seats. Twilight was in the driver's seat, Rainbow was in the passenger seat, Fluttershy was in the middle of them. Behind them, Rarity took the window, Applejack was in the middle, and Pinkie took the other window.

Twilight looked forward and saw the black visor of the windshield rise up, the windshield was now clear, giving the ponies full sight of where Bumblebee was going to take them.

The ponies fell back into the seats when Bumblebee hit the gas. Bumblebee drove straight for the Autobots so he could get the ponies to safety. As he drove straight down, Rarity looked behind them and saw a flying Decepticon chasing them.

"Bumblebee, darling, we got company!" Rarity screamed. Bumblebee drove faster to lose the Decepticon.

"You're not getting away that easily, Bumblebee!" Thundercracker yelled in his jet from and fired several missles at Bee. The ponies screamed as Bumblebee swerved to dodge the missles.

Rainbow Dash looked out the window and saw another Decepticon car right beside them. The car moved in and ramed the side of Bumblebee. Dash fall back into the seat from that hit and looked again to see the Decepticon transform and run right beside them.

"Remember old Barricade, Bumblebee?!" Barricade yelled and smashed Bumblebee's side again.

Bee had enough and hit the brakes, Barricade and Thundercracker went past Bee and slowed down themselves. Bumblebee hit the gas and drove straight for Barricade. The ponies were terrified when they thought Bee would ram the Decepticon, but he didn't.

Bumblebee activated his vehicle weapons at the top of his car and shot several bullets at Barricade. The Decepticon fell back from the shots and landed in some rubble. The ponies cheered as they drove past Barricade and were getting nearer to the Autobots.

Bumblebee still couldn't shake the Decepticon seeker on his tail. When they were getting nearer and nearer to the Autobots, Rainbow Dash squinted and saw Grimlock walking forward with his sword, ready to fight the Decepticons.

Rainbow puffed out her chest and shouted, "Grimlock, we could use some help here!!!"

Grimlock looked forward and saw Bumblebee being chased by Thundercracker. His optics barely caught the little blue pony waving from the window.

"Rainbow Dash friend. Rainbow Dash in trouble from Decepticons! Me Grimlock stop Thundercracker and save ponies!!!" Grimlock yelled.

Grimlock lifted up his sword and brought it to the ground. The sword stuck allowing Grimlock to transform. He smashed both fists into the ground, causing the tail to form from Grimlock's legs. The rest of Grimlock's body transformed and allowed the T-Rex head to erupt and roar so loud the remaining windows broke.

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Grimlock stood by waiting for Bumblebee and the ponies, roaring even louder. Bee took that as a sign to hurry the slag up!

Bumblebee drove right under Grimlock's legs and stopped by the Autobots. He opened the doors so the ponies could get out. When they did, The Mane 6 looked as Thundercracker flew straight for Grimlock's head!

Grimlock reacted quickly and caught Thundercracker in his jaws and used the momentum that Thundercracker had to fling him into the nearest building. Thundercracker crashed into the building with a loud explosion.

Grimlock roared in victory and looked down to see Rainbow cheering for him.

"That was so totally awesome!!!!" Rainbow Dash squeeled.

Ironhide stepped forward and shouted, "Autobots, attack!!!"

The large group of Autobots charged forward, most transformed, while others just shot and ran. The Aerialbots all transformed and took to the skies. The Dinobots transformed and charged forward. Bumblebee, Ironhide, and Ratchet stayed behind with the ponies.

"Okay Bumblebee," Ratchet was telling him, "Optimus will need The Elements of Harmony when he gets The Matrix back! Your mission is to get to Optimus while protecting the ponies!"

"Uhhh, Ratchet?" Ironhide tapped his shoulder, "You might want to look at that thing Discord just made."

Ratchet turned around to see the flying concrete arena Discord made suddenly floating away from the battle. It was floating on its own! Ratchet turned towards to Bumblebee and said, "Change of plans, Bumblebee, you are to follow that thing Optimus is on and protect the ponies while doing so!"

"Aren't you coming?" Twilight asked.

Ratchet shook his head and said, "We have to stay and fight the Decepticons, now go, the concrete arena turned south! Go down that road!" Ratchet pointed towards the empty road to their right. "Good luck, Bumblebee."

Bumblebee saluted and activated his neutron assualt rifle. The ponies nodded and followed behind Bumblebee as he jogged towards the road. When Bumblebee and the ponies were out of sight, Ratchet turned towards Ironhide and asked, "You ready, old friend."

Ironhide cocked his blaster and said, "Ready as ah'll ever be."

Ratchet and Ironhide raced down the street to hold off the Decepticon army.

Bumblebee had quite the mission ahead of him.

Chapter 21: The Silenced AutobotEdit

Optimus Prime and Megatron were still going at it while Discord watched in amuesment. Optimus slashed and blocked Megatron's attacks while Megatron did the same. Discord was obviously enjoying this little game he had created. He had found truly the strongest of the strong, they were both equally matched when they battled, and Discord loved every second of it.

Megatron kicked Optimus in the stomach and went for his neck. Megatron grabbed Optimus by the throat and held him there. Discord leaned in for what was to happen.

"I'll rip out your functioning cycle!" Megatron roared and reached for Optimus's face. Prime kicked Megatron off of him and charged forward.

Another lightning bolt landed in front of Optimus before he could bring his sword down on Megatron. Optimus fell on his back and looked at Discord for an explanation, Discord looked innocent and said, "The storm is controlling itself, why would I ever interfere?"

Before Optimus could answer back, Megatron picked him up and threw him to the side of the floating concrete. Optimus grabbed on to the ledge and held on for dear life, knowing that fall could permanently damage his circuits.

He looked up to see Megatron pointing his cannon directly in his face. Megatron smirked and said, "I thought you would put more of a fight, Optimus Prime."

Optimus grabbed Megatron's foot and yelled, "I got a lot more fight to give!"

Optimus pulled himself up which caused Megatron to fall on his back. As Megatron looked up, he saw Optimus jumping in mid-air and bringing the sword down on him. Megatron reacted quickly and moved out of the way when Optimus brought the sword on the ground.


Flying high above was Starscream, divebombing and shooting the Autobots was his major plan until he caught sight of Bumblebee and those dreaded ponies leaving the battle.

"What the...why are they going over there?" Starscream asked himself and turned in their direction. He gasped when he saw the floating concrete arena slowly moving away. Wherever it was going, Bumblebee and the ponies were following it.

"Oh no....this can't possibly be good....I'll have to tell Shockwave....ughhhh." Starscream grumbled and flew off towards the Decepticons.

He transformed and landed right by Shockwave who was standing by Soundwave and some familiar Decepticons. Starscream stood up straight and got to the point, "Shockwave, I have just witnessed Bumblebee and those stupid ponies leaving the battle and following Megatron on that flying piece of concrete!"

Shockwave faced Starscream with that disturbing purple eye.

"Optimus is on that piece of concrete, Starscream, they could planning something that interfers with their battle! Why didn't you attack them?!" Shockwave yelled

Starscream smirked and answered, "I wanted to tell our temporary leader before I did anything."

Shockwave smacked his own face and turned towards the Combaticons behind him, "Combaticons, you will go on a special mission with only one objective: killing the ponies!"

"I like it already." Onslaught cracked his knuckles.

Shockwave continued, "You will be commanded by Starscream while I lead the Decepticons onward to the Autobots and then-"

"NO!" Onslaught shouted.

Shockwave took a step back and asked, "Is there a problem?"

Onslaught pointed at Starscream and shouted, "We will NOT be taking orders from him after what happened last time!"

Starscream smirked and said, "Well then, I didn't want to lead you idiots anyway!"

With that, Starscream transformed and flew off towards the road to battle the Autobots. Shockwave turned to the next best Decepticon: Soundwave.

"Soundwave, you will lead the Combaticons on one mission to terminate the ponies." Shockwave told him.

Soundwave stepped towards Onslaught and the rest of them and nodded, "Affirmitive. Onslaught, do you have the altered Dimensional Decimator?"

Onslaught pulled out the said device and handed it to Soundwave.

"There you go, Soundwave, all altered up like you wanted it. Now what are you gonna do with it?" Onslaught asked.

Soundwave placed the Dimensional Decimator on his arm and transformed it back in. He faced Onslaught and said, "I will use it on the ponies, in order to do that we will need them trapped, so explain our plan to the Combaticons."

Onslaught nodded and faced his group, he began his long battle plan.

"Vortex, you and Blast Off are to do one thing: scare the scrap out of the ponies and Bumblebee. Chase them down the street they're on right now and get them in the position I want."

Vortex nodded and said, "Sounds simple enough."

Onslaught faced Swindle and said, "Swindle, get to the rooftops and follow Vortex and Blast Off. When they got the ponies and Bumblebee in position, use your sniper rifle to take out Bumblebee's legs."

Swindle nodded, "You bet."

"Brawl, after Bumblebee falls to the ground and the ponies are distracted, blast all the exits they could escape from so we have them trapped." Onslaught finished.

Brawl smashed his fists together and shouted, "I like blastin' stuff!"

Onslaught faced Soundwave and said, "Soundwave and I will do the rest while the rest of you block the road so they can't escape." Onslaught pointed at Vortex and Blast Off, "Get moving you two!"

Vortex stood back up while Blast Off allowed him to pass, "Well I'm inspired." Blast Off shouted, "Let's hit it, Vortex!"

Vortex put his hands forward and said, "After you, Blast Off."

With that go, Blast Off and Vortex transformed and flew off towards the flying arena since they knew Bumblebee would be near their....even the ponies. Swindle activated his grappling hook and shot at a building, he was instantly pulled forward and landed perfectly on the rooftop with a little front flip to go with it. He took off after Vortex and Blast Off. Brawl transformed into his tank form and blasted an entrance through a building, several screams were heard, possibly from frieghtened Canterlot ponies, as Brawl drove through his made entrance.

Onslaught and Soundwave nodded to each other, transformed, and took off down the road to find the flying arena. Shockwave sighed and aimed his blast cannon forward.

"Continue the assault, Decepticons!"


The street was quiet, too quiet. Canterlot was never this silent, then again, Canterlot was never invaded by giant alien robots. The same couldn't be said for Pinkie Pie who kept rambling on to Bumblebee about what his gun did, or if he could transform so it could be easier to get to Optimus, and of course, Bee couldn't answer anything.

Bumblebee still couldn't see the floating battle arena that Discord created, it obviously was moving fast, maybe transforming and letting the ponies get inside him was a good idea, then again, if he drove too fast, he could miss the arena.

The Mane 6 were getting soaked, the chocolate rain kept pouring harder with no end. All the pony's bangs were in their faces as they tried to push it away. Rarity was having another fit.

"Oh, this horrid milk is ruining my gorgeous mane!" Rarity whined. Rainbow Dash groaned and flew by her.

"You know Rarity, the milk is getting on all of us too! All our manes are getting ruined and we're not complaining!" Rainbow Dash told her.

"That's easy for you to say!" Rarity pointed a hoof at Rainbow, "You look as if you never even combed your mane!"

"Well duh," Rainbow said, "I kinda don't need to since it always goes back to its normal position."

"But what if you-" Rarity began before the cracking thunder interrupted her. It made such a loud boom, that Fluttershy squeeked in fear and flew towards Bumblebee. She landed on his shoulder and cowered by his face, with eyes closed and body curled into a ball.

Bumblebee reached back with his left hand and cradled Fluttershy in it. She looked at him with fear filled eyes while Bumblebee rubbed her mane. She took this as a sign that meant 'Everything in going to be alright.'

Bumblebee looked back and placed Fluttershy with the rest of her friends. He brought a finger to his lips and pressed a button on his chest that brought out a hologram of a Decepticon symbol. The ponies nodded, understanding what he meant, 'We have to be quiet, Decepticons could be anywhere.'

While Bumblebee looked up into the skies while walking, the ponies decided to talk a while, but remembered to whisper.

"So, how long until we get to Optimus?" Pinkie asked pushing her wet mane out of her eyes.

"I don't know, Pinkie, remember, that thing Discord made moves. So it could be a while." Twilight answered.

Rainbow groaned and said, "Ugh, this is getting so boring just walking, or should I say, flying." Rainbow grinned looking down at Applejack.

"Oh ha ha." Applejack faked laughed, "Borin' huh? Would ya rather us risk our lives runnin' from them Decepticon varmints?" Applejack asked, "Or is the mighty Rainbow Dash chicken?"

"Hey, I'm not chicken." Rainbow Dash raised her voice.

"Hehehe, are too." Applejack chuckled.

"Are not."

"Are too."

"Are not!"

"Are too!"

"Are not!!!"

Applejack and Rainbow Dash stopped when they face planted into Bumblebee's leg. Bee turned around and glared down at the ponies. Applejack and Rainbow Dash suddenly felt ashamed, especially after Bumblebee told them to be quiet.

Bee put his finger to his lips again, this time more sharply. When he stood up to full hight, AJ and Rainbow nodded but still felt ashamed.

Bumblebee looked down feeling a bit too harsh and prepared to turn back around, until two flying objects caught his optics. He acted quickly and shot his assault rifle at the supposed Decepticons, and he was right. The Decepticons charged forward, ignoring the weak bullets hitting their armor, and getting low to make sure they were scaring them.

They succeeded.

Twilight, Fluttershy, Rainbow, Pinkie, Rarity, and Applejack screamed when they saw the two Decepticons heading straight for them; as if attempting to ram them! The six mares took off down the road while Bumblebee continued to fire.

Bee decided that it wasn't worth it and tried to catch up with the ponies, he was on a mission to protect them after all. Vortex chuckled and said, "All according to plan."

Twilight turned back around for a split second to see Bumblebee catching up to them and the two flying Decepticons getting very close. But before they could get any closer, they took off towards the skies. Twilight stopped in her tracks and tried to turn around to try and decipher what just happened, until all her friends crashed into her.

When Bumblebee finally reached his friends, he found them to be just a pile of adorable ponies struggling to get back up. Before Bee could let out a smile, he heard a loud bang and felt a sharp pain in his leg. The mares screamed when Bee fell to one knee and clutched his pained leg, he looked and saw their was a hole in it. Did he just get shot?! Before Bumblebee could come up with an answer, he got shot in his other leg.


Swindle chuckled to himslef as he brought his head up from the sniper. He pressed his comms link and announced, "Brawl, Bumblebee is taken out, you know what to do."


Bumblebee fell on his back clutching both of his legs in pain, the mares came to his side while Rainbow Dash and Applejack pushed on his back in an attempt to try and get him back up. When they actually succeeded in getting his head up, Bumblebee's optics grew wide with what he saw coming towards them.

Twilight saw this as well and turned in Bee's direction to see what he was so worried about.

It definetly wasn't good.

A giant green object with a nozzle at the front of it was heading right for them. But what was strange is what it did, it turned its nozzle and fired a strange purple ball at the side of one of the buildings. Several hundred pieces of debris fell to the ground and filled up an escape route.

Twilight still didn't know what it was doing until it shot and filled up a couple more exits.

"Girls," Twilight screamed, "we have to get out of here!"

"But what about Bumblebee!" Fluttershy screamed with tears at the rims of her eyes. Before Twilight could answer, the green object fired one more blast and covered up the last escape.

"Oh horse apples...." Twilight muttered in defeat.

The green object faced all of Twilight's friends again and caused them to back up close to Bee. Not really as shocking but the green object transformed into another Decepticon. This one was completely green with purple slits on its body. It had a yellow visor and of course a Decepticon symbol on its chest. It had two long poles on its back as it slowly made its way towards the ponies.

Before they could back up anymore, the two flying Decepticons came from behind them and blocked their only escape. Rainbow Dash looked back and saw these hovering aircrafts.

One was brown with a glowing purple backside, while the other one was tan and red with spinning blades at the top of it. Twilight and her friends tried to back away again only to look back and see that same green Decepticon closer than before.

They were trapped!

Twilight began to whimper until she felt a nudge on her shoulder. She turned back and saw Rarity with tears streaming down her face, Rarity breated in deeply and began, "Like you said, no matter what....we'll be through this together." Rarity held out her hoof and Twiligth clutched it with her own.

Twilight and Rarity hugged each other and prepared for the deaths to come from these Decepticons. But they had something else in mind.

Twilight opened her eye slightly to see the green Decepticon backing away and allowing two more Decepticons to pass. The first one was a giant blue box and transformed into a dark blue Decepticon with a yellow visor and wheels on his shoulders. The second Decepticon looked very familiar, when it transformed Rainbow Dash scowled in disgust.

They knew this Decepticon all too well....

Soundwave.

This Decepticon stood back to full heigth and glared down at the Mane 6. The mares backed away quickly as Soundwave's right hand transformed into some strange device that looked nothing like any kind of weapon Twilight had seen. Bumblebee got back up and cringed in pain when his legs began leaking again, he jumped in front of his pony friends an pointed his rifle at the communications officer who simply stared at him.

"Good job, Combaticons!" The blue one announced.

The Element Bearers flinched when they heard a loud crash and turned to their lefts to see a dull yellow Decepticon with a purple visor walking forward with a smug face.

"It was easy taking out that stupid Autobot!" The yellow one yelled.

Rainbow Dash looked at Bee's legs that continued to leak Energon and back at the yellow Decepticon. She frowned and shouted, "You wanna go you stupid punk?! I'll take you all on!"

Rainbow attempted to fly off and attack the powerful robotic aliens, only to be stopped by Applejack grabbing her tail and pulling her back in. Onslaught and Swindle laughed but brought their attention to the two Decepticons behind the ponies.

Both of them transformed and landed perfectly on the ground. The mares quickly took observation of them and saw that the first one was brown and had two glowing purple eyes with a chest that glowed just as purple. The second one was recognized as the Decepticon they saw when they were captured by Soundwave.

"Scaring these organics was the funnest thing I've done all day." The red and tan one stated.

Soundwave put his hand up in front of Onslaught, the Combaticon leader understood and shouted, "Combaticons, get over here where it's safe!"

The three Combaticons passed Bumblebee and the ponies while Rainbow Dash shouted taunts at them.

"Ah, too scared I see huh?! You don't want none of this!" Rainbow Dash shouted.

The brown one turned around and chuckled evily, "You defenitly don't want any of THIS." Rainbow Dash was confused until Soundwave interrupted her thoughts.

Soundwave spoke, "Succesfull, Error: Autobot still standing, defending targets, no matter, I will finish you all off before you could reach Optimus Prime. Begin operation: Dimensional Teleportation!"

With those words said, Soundwave pointed the device replacing his right hand at Bee and the mares. It began to spin as Soundwave chuckled to himself, "I have altered the Dimensional Decimater, no longer will it simply kill you, but it will do something far worse...."

Bumblebee put his hand behind the mares motioning them to get away, but it was too late.

The Dimensional Decimater was fully charged and Soundwave unleashed its full fury.

"It will teleport you to a random location across the galaxy!!!!!" Soundwave shouted as the black hole began to form in front of the yellow Autobot.

The six mares screamed and tried their best to run away, but to no use as they felt themselves being sucked into the miny black hole. Twilight grabbed onto a lampost and looked back to see Bee holding on the ground for dear life as he was being sucked in as well. The Combaticons were laughing insanely.

Twilight looked upward and saw the black hole. She knew black holes exsisted after stars would die, but she never knew it could be handled and used as a weapon. But as her grasp slowly began to slip, she heard Rarity's screams and looked straight to see Rarity being sucked right towards her!

Twilight caught Rarity's hoof with her own and held on for dear life as Rarity continued to scream. Twilight looked over and saw the rest of her friends: Rainbow Dash was using her full strength to fly the other way, but the black hole was too strong. Pinkie, Applejack, and Fluttershy's grips on the carriage broke off as they were being sucked in as well.

Twilight used her magic and teleported the crushed carriage in front of them, giving them some support. But using her last strength on saving her friends cost her the grip she had.

"Twilight, you're slipping!" Rarity screamed.

Twilight panicked and screamed, "I can't hold on anymore!"

Twilight released her grip and was flung back by the intense gravitational pull. She felt herself and Rarity land on something wooden. Twilight opened her eyes and saw it was the carriage, she looked to her left and saw the rest of her friends with terrified looks.

The worst possible thing happened next.

The carriage split in half.

All six mares were sucked straight to the portal with nothing else to grab onto. Bumblebee looked up and saw his friends about to be sucked in and sent to some wierd dimension all alone....

.....he could not allow this.

Bumblebee released his grip and grabbed all six ponies in his arms. His tight grasp held onto each of them as Bumblebee was sucked into the black hole. The black hole began to grow with its vitcims now inside, but since Soundwave altered it, it would not kill them but send them somewhere completely random.

The black hole exploded leaving a huge hole in the ground where it just was. Soundwave narrowed his head in closer and saw that it was successful, the Autobot and the ponies were terminated. Any kind of laughter from before was intensified from the Combaticons.

"That was fun!" Brawl shouted.

"Defenitly one we'll have to remember!" Vortex added in.

"I sure wish I could've used some of Bumblebee's scraps to make a profit." Swindle looked down sadly.

"It doesn't matter, now that we know for sure that Megatron is safe to kill off Optimus!" Blast Off shouted.

"Good shot, Soundwave, now what?" Onslaught asked.

"Return to battle." Soundwave muttered and transformed, the other Combaticons transformed and followed him.

He drove off leaving the carnaged area behind.






Rainbow Dash fluttered her eyes open, the sun was seaping through a small crack in the concieled area she was in. Dash yawned and stretched out her wings, that was one CRAZY dream she had.

Rainbow Dash stood up and took one step forward.

CLANG.

"What the...?" Dash looked down and stomped her hoof on the ground harder.

CLANG!

"This is weird." Dash muttered to herself, "Maybe I should go outside to see better."

Rainbow Dash placed her hoof on what appeared to be the entrance. It didn't budge. Rainbow pushed harder and it still wouldn't move. She snorted and bucked the entrance. A loud clang was heard followed by the smashing of metal against metal.

Dash peeked over her shoulder and saw a very bright light. She stepped forward and shielded her eyes from the sun's rays. She stepped out and immediatly felt heat her velvet skin, she cringed but continued to move forward. The sun's rays cooled down and Dash could finally see what was in front of her.

A cliff.

Rainbow took one step and nearly fell off, luckily her wings caught her and levitated her back to the ground. Dash's breathing calmed down and she looked back at the cliff.....

Rainbow Dash gasped and put her hooves over her mouth at what she saw.

Several destroyed buildings and fires spreading all around the ground. Ashes were falling from the skies and some hit her skin. Laying all over the ground are what appeared to be several bodies of unknown creatures that Dash could not see clearly. Just this horrid scene was enough to bring tears to anypony's eyes, but not Dash's.

"Woah...." That was all the Rainbow could manage to say.

Her thoughts were interrupted by her name being called.

"RAINBOW DASH! WHERE ARE YOU?!"

Rainbow turned around and was preparing to fly off, she took one last look at the destroyed city and flew off. She came to a stop and landed on the metal ground by her friends who were just releaved to see her.

"Oh Dashie, you're okay!" Pinkie shouted and hugged her closest friend.

Dash patted her back and broke the embrace, "Where are we, Twilight?"

Applejack faced the lavender unicorn and agreed, "Yeah, this place don't look anythin' like Equestria."

Twilight rubbed her head and felt an ash land on her hoof. She brought her hoof down and stared at the single ash. She faced the other way and stared at the raining ashes, lost in thought. After several seconds, Twilight turned back around and admitted it.

"I don't know...."

Fluttershy, Dash, Pinkie, Rarity, and Applejack lowered their heads in defeat. They had no idea where they were or how they could get back. They obviously weren't in Equestria anymore since all the ground around them was made of metal and that this city was on fire and war-torn.

They were lost.

Loud footsteps brought them back to reality. Twilight and her friends turned around to see their Autobot friend Bumblebee, slightly limping but okay. The six mares rushed up to him while Bee went to one knee. They hugged his chest while Bumblebee returned the embrace.

Twilight looked back up at him and asked, "Bee, where are we?"

Bumblebee gave them a sorrowful look and lowered his head to the ground. The mares didn't know what Bee was trying to tell them this time. Were they lost on another world, did they all die and get sent to this weird dimension?

Bumblebee stood back up and walked to the edge of the platform they were all on. Bee looked at the carnaged ground below him and his shoulders shrugged lower. The six mares sat next to him and Rarity patted his leg.

"It's okay, darling, we're still together." Rarity assured him.

Pinkie stood back up and said, "Yeah, and we lost the Decepti-meanies, so we could find Optimus easier now."

Bumblebee simply shook his head and closed his optics. Twilight looked back at the fire and stared at the flames that rose from the grounds. She looked back at Bee who was staring at the flames as well. Twilight couldn't tell for sure, but she thought she saw.......sadness in those glowing blue eyes of his.

Realization finally hit her.

Twilight stood back up and paced around the metal ground, her eyes as big as saucers. All the while she was muttering to herself.

"What are you doin', sugercube?" Applejack asked.

Twilight looked at her friends and back at Bumblebee.

"Bumblebee!" Twilight panicked.

Bee turned back around and looked at her with a tilted head. Twilight gulped and managed to say these words, just to see if she was correct. If she wasn't, then all would be good. If she was.......well.....let's just hope she wasn't right.

"Bee......are we.....on another world?" Twilight asked.

Bumblebee gave a slight nod.

Twilight cringed at the thought but forced herself to say it.

"And.......are we......on.......Cybertron?"

Bee looked at her for about 5 seconds until Twilight's horrible prediction had come to a conclusion.

Bumblebee nodded.

Chapter 22: A New World to FearEdit

The five mares gasped at Bumblebee's answer. They were on Cybertron! The home world of the Transformers, the war-torn world of Optimus Prime and the Autobots! What were they going to do now?!

Twilight looked as if she was going to faint but shook her head to stay awake, she looked all around her.

The raining ashes, the smoke filled skies, the burning buildings. the dead bodies of several Transformers, this world has seen some bad times. Twilight trotted around her friends and kept asking herself the same questions...

'How can we survive on this planet? How do we get home? How was Soundwave able to teleport us here? Where do we go? What do we do?'

Finally, Twilight sat down and went into deep thought, she brought her head up when she felt a hoof on her shoulder. She turned around to see Rarity and the rest of her closest friends giving her sorrowful looks.

Rarity sniffed and said, "It's okay, Twilight, we'll figure out a way to get back home."

Twilight got back up and asked, "But how, how do we get back home? My teleporting spell isn't strong enough to get us all back to Equestria."

The mares looked around and rubbed their heads, Fluttershy turned back to Bumblebee who was sitting on the ledge overlooking the fallen city. She trotted up to him and tapped his leg. Bee looked down at the familiar yellow pegasus.

"Bee...." Fluttershy shyly began, "you have been here longer than any of us. Do you know any way that we can get back home?"

Bumblebee stroked his chin and looked back at the city. How do they get back to Equestria? Bee was still in deep thought when he noticed the other ponies were sitting next to him and looking at him hopefully. Bumblebee closed his optics and tried his hardest for the best solution.

How did they leave Cybertron in the first place? They got in The Ark, they took off into space, and they flew straight into the......

Bee lifted up his head and opened his mouth, but still couldn't speak. So he just thought it...

THE SPACE BRIDGE!

That's how they get back to Equestria, they use the Space Bridge! It worked once, it could work again! All they have to do is locate the Space Bridge tower, reactivate it, find an escape ship, and escape from Cybertron!

Bee smiled down at his pony friends, they looked at him with quizzical looks until he stood back up. He motioned them to follow as he began to walk away. The mares shrugged and followed the yellow Autobot to wherever her was going.

Bee led the ponies to what appeared to be a giant bridge but destroyed beyond repair. He cautiously took several steps forward which caused the bridge to creek a little.

"Be careful, Bumblebee." Fluttershy told him.

Bee nodded and continued. He finally reached the ending and motioned the ponies to follow. Rainbow and Fluttershy flew over with ease, while Twilight, Rarity, Applejack, and Pinkie trotted across. Twilight was last to make it over.

But before she could step off, the bridge collapsed.

"AHHHHHHH!!!!" Twilight screamed as she fell to the seemingly bottomless pit below.

But she stopped falling.

Twilight opened her eyes and saw that her hoof was clapped in a giant black hand. She looked up and saw Bumblebee. He slowly lifted her up and placed her with her friends.

"Oh Twilight, are you okay?" Fluttershy asked.

"Yeah, thank you, Bumblebee." Twilight smiled at her Autobot friend.

Bee nodded and walked towards the door that blocked their path. He brought his hand to it and pressed down, suddenly the door started changing and opened up a whole new area. Twilight and her friends gasped at what they saw.

Long, body filled roads. The dead of Cybertron laid everywhere, with circuitry and Energon leaking out. That wasn't all, the buildings were even more horrific up close. They could easily see the gigantic holes in the buildings and several fires spreading. But this road was terrible. It was barely held together by any support, down below was never ending fire pits, one wrong step and they were goners.

Bumblebee calmly stepped forward to a strange looking machine, the mares got in closer to see what would happen. Bee stepped on it and began pressing buttons. The machine lit up and began to talk.

"TELETRAN RECOGNIZES BUMBLEBEE."

Bee proceeded to press several buttons and activate many levers. The mares just sat there staring at him, not Twilight though. She was walking around and observing everything on this new world. She was actually pretty excited, being on an alien world and all. She looked over the ledge and witnessed the several miles of fire spreading all over the ground.

Twilight shivered and thought, 'Gosh, when these Autobots said they fought in a horrible war that destroyed their planet, they meant it.'

She turned her attention back to Bumblebee who stepped off the machine. He transformed his right hand into his neutron assault rifle and reloaded it. Bee smiled and transformed his hand back. He looked at all the ponies and motioned them to follow.

Bumblebee walked away with the ponies following him. He stopped and turned back around, Bee rubbed his head trying to figure out a way to communicate with them.

Bee shook his head and held up three fingers. Pinkie Pie smiled and shouted, "Are we playing charades?! I love charades, especially since last time when I-"

She was silenced by a hoof to her mouth by Rainbow Dash. Bee shook his head and held up three fingers again. The mares nodded.

"Okay, three words, got it!" Pinkie said with a determined look on her face.

Bumblebee proceeded stomping his foot on the ground repeatedly, making several clanging noises. The mares rubbed their heads in confusion until Applejack spoke first.

"Uhhhh.....ground?" Applejack asked.

Bee shook his head and pointed to the buildings. Twilight looked at them and said, "Um, buildings?"

Bee shook his head again and held up his arms, he pointed all around him and back at the ground. He pointed to the skies and to the buildings. It took a few seconds for Twilight to finally come up with the answer.

"OH, Cybertron?" Twilight asked.

Bumblebee nodded and held up two fingers. Pinkie nodded and said, "Two words left!" Bee nodded and held up two fingers again. Pinkie tilted her head and said, "Ummmm....I already said two words."

Bumblebee shook his head and put up two fingers.

Rainbow Dash smirked and said, "Hehe, the number two?" The yellow Autobot nodded and held up one finger.

"Last one...okay I got this!" Pinkie said.

Bumblebee pointed at Pinkie Pie and Rarity. Fluttershy spoke up, "Rarity and Pinkie?"

Bee shook his head and pointed at Twilight and then up to the sky. Pinkie bounced around and shouted, "I know this, I know this! It's Equestria right?!"

Bee smiled and nodded. The pink mare bounced around happily knowng she just got it right. Twilight though of each word that was said and she repeated it, "Cybertron 2 Equestria?"

Twilight was in deep thought thinking it over an over.

"Cybertron 2 Equestria, Cybertron 2 Equestria, Cybertron 2 Eques-OH, I get it now! Cyberton to Equestria! How do we get from Cybertron to Equestria, Bumblebee?" Twilight asked.

Bee nodded and pointed towards a group of buildings. The Mane 6 squinted their eyes to try and spot what Bee was seeing. Finally, their eyes came upon a large tower with long spikes at the top of it.

"Is that it?" Rainbow asked.

Bumblebee nodded.

"What is it exactly?" Twilight asked.

Bumblebee rubbed his head trying to figure out a way to explain how the Space Bridge works. Suddenly, he got an idea. Bee made a hole with his pointing finger and his thumb, representing the portal. He then brought up his other finger on his right hand, representing the ship. He then proceeded by placing his finger inside the hole, explaining how the space bridge would act if a ship went through it. The mares gasped at what Bumblebee just did.

"Bumblebee," Rarity screamed, "don't do that, it's so....dirty!"

Rainbow Dash was laughing her head off and rolling all over the ground. Fluttershy was blushing furiously with Pinkie Pie as both mares giggled to themselves. Applejack was trying to hide her blush by placing her hat over her head. Twilight couldn't hide her blush but spoke out at Bee's actions.

"Bumblebee, do you even know what you just did?" Twilight firmly asked.

Bee had no idea why they acted like that, obviously it was funny to them somehow, he just shrugged and pointed back at the Space Bridge tower. The mares shook off at what just happened and focused, Bee pointed at the tower and the back to the sky.

He then proceeded to point at Twilight, then the Space Bridge, and then the sky. He did it over and over again until Twilight realized what he was trying to tell them.

"Ohhhhh.....so what you mean is that tower over there can get us back to Equestria?" Twilight asked.

Bumblebee smiled and nodded finally glad that they understood.

Pinkie Pie stepped in and yelled triumphantly, "Well what are we waiting for? Let's get to that giant popsicle stick!"

Bee rubbed his head in confusion until Rarity passed him by and assured him, "That's just our darling Pinkie Pie for you." Bumblebee smiled and caught up to Twilight who felt as if she was leading the group. he stepped in front of Twilight and stopped her, the rest of the mares stopped as Bee activated his assualt rifle and calmly stepped into the destroyed city.

Twilight looked back her friends who nodded her forward, she gulped and followed Bee into what remained of that Transformer city. They did pass several destroyed monuements of fallen Autobot leaders, Bee gave each of them a sad look as he trudged passed his old leaders. Pained memories came rushing back but Bumblebee focused on his mission.

He did indeed have little ponies to protect.

Twilight got closer to a fallen monuement and observed the face. It didn't anything different to any of the Autobots she has already seen but still.....this Autobot did look like the leader type. She shrugged and caught up to the group.

As Twilight observed more of the fallen statues and debris they had passed, Pinkie was obviously enjoying herself. She didn't care if they passed a dead Autobot or Decepticon, she simply waved to the dead and hopped around in the ashes.

Rainbow Dash found this great oprotunity to take to the skies of this new world. She was floating back and forth, still following the group but having fun as well. She did front flips and back flips and flew over a collapsed skyscraper that was being held by another building.

Fluttershy didn't fly around like cyan friend. Instead she slowly stayed close to Bumblebee. Fluttershy didn't know for sure, but this young Autobot and her felt.....connected somehow. And she felt happier just being near him.

Rarity was disgusted by everything around her, flinching everytime she took a step, backing away from the sludge covered sides of buildings and broken down supplies. Applejack was trying her hardest to ignore Rarity's complains but that one little whine made AJ snap.

"OH NO, something sticky just dripped into my beautiful mane!"

"Gosh darn it, Rarity! We're on another world, of course its gonna be dirty! Now stop yer complainin' and get movin' or we'll leave ya behind!" AJ snapped.

"But.....but-" Rarity began.

"But nothin', get movin' girl!" Applejack yelled and turned away from her. Rarity whined soflty to herself and took a step forward.

Only for another sticky drop to land in her mane.

"Oh for Celestia's sake..." Rarity muttered and looked up to possibly locate where the substance was coming.

Another drip landed in her eye, "OH." Rarity was shocked and rubbed her eye immediatly.

A soft growl entered Rarity's ears. Her ear twitched and her body stood still. She slowly looked up to see those two beady red eyes watching her from a fallen skyscraper.

"AHHHHHH!!!" Rarity screamed and galloped towards her friends who had gotten pretty far up.

"Oh what is it now?!" Applejack yelled with an annoyed tone.

Rarity got closer and panicked, "Girls, I saw a monster! It was staring at me and wanting to eat me!"

"Calm down, Rarity," Twilight assured her, "remember what Optimus said, Cybertron is dead, and everything living on it is dead, so nothing was staring at you, it was just your mind playing tricks on you."

"No, I saw it with my own eyes! Well, technically something icky landed in my eye so I couldn't see it clearly-"

"There you go! It wasn't really there only if it seemed to be." Twilight smiled knowing she was right.

Bumblebee shuffled nervously around while hearing the ponies talk, and still he couldn't get the feeling off of him. She said she saw something staring at her......and technically......not everything on Cybertron was dead.

A loud screeched filled the air causing the ponies to cover their ears. Bumblebee looked up just in time to see a six-legged creature land right behind them. It growled with immense hunger and took a few steps forward. Twilight immediatly recognized what this thing was.

"It's an Insecticon, run!" Twilight screamed only to be silenced by Bumblebee jumping in front of them.

The Insecticon leaped forward but was stopped by a foot to the face by the yellow Autobot. The Insecticon got back up and tackled Bumblebee. Both Autobot and Decpeticon rolled on the ground while Bee delivered punches to its face, sending shrapnel all over the ground.

The Insecticon kicked Bee off of him and glared at the ponies with hunger in its optics. It stood back up and leaped at its meal it so desperatly wanted. But before it could even touch them.....it felt a sharp pain go through its chest.

The Insecticon looked down and saw an orange blade right through his chest. Bee lifted up the Insecticon with his right arm and through him at a pile of debris. The Insecticon made a few more movements before stopping......and dying.

'Join the rest of your brothers.' Bumblebee thought to himself and put his blade back in his arm.

As the horrifying moment died out, Bee turned back towards the ponies who were shivering with fear. He smiled calmly and motined them to come closer. They got up and slowly walked towards Bee who was giving them a small smile.

His friends could not reach him in time when another Decepticon landed right behind the yellow Autobot.

The mares backed away in fear as Bee spun around quickly with his assault rifle pointed at this strange Decepticon. It had no face....in fact, its face looked exactly like Shockwave's! Its armor was a light purple with some black armor here and there, its hands were strange, on top of its hands were long pointed spikes.

The Decepticon chuckled and spoke, "Well, well, well......if it isn't ol' Bumblebee."

Bee cringed when he said this in his mind, 'Leapers.....I hate Leapers.' The Decepticon Leaper stepped forward and looked over Bee's shoulder.

"Ahhhh.....and you have some friends here too....what in the name of Primus are those things?"

The mares backed away slowly when Bee motioned them to do so behind his back. But before any of them could take another step backwards, a loud crash came from behind. The Element Bearers spun around to see two more of the same looking Decepticons!

One of them chuckled and moved in closer while the other one smashed his foot to the ground, causing the mares to stumble over themselves. The Leaper in front of Bumblebee moved in closer and began, "Sooooo......Bumblebee.....how long has it been?"

The other Leapers glared at the ponies with intrest as the leader continued, "After you worthless Autobots abandoned your home, the Decepticons crushed any resilience left, never thought you would come back to these parts. Autobots are not wanted here anymore."

"Yeah, now let's crush them!" One of the Leapers shouted only to be silenced by a slash to the shoulder.

"Anyways..." The main Leaper continued, "why would you come back to your home and with no backup? Oh that's right, because you're the weakest, dumbest, most worthless Autobot that's ever lived!"

"Hey, don't talk to our friend like that you punks!" Rainbow Dash shouted.

Applejack and Rarity shushed her but it was too late when the Leapers behind them growled in anger.

"You got a lot of guts you freak, but you should think twice before wanting to pick a fight with Decepticon Leapers." One of them threatened.

"Yeah, we crushed guys bigger than......than.....your faces! HAHAHAHA!" The Leaper laughed at his own joke. The mares looked at him confused until the other Leaper face palmed.

"Ugh, can't you come up with good jokes once in a while?"

"That was a good jo-"

"SHUT UP!"

The two Leapers brought their attention to their pack leader who was obviously annoyed. He shook it off and faced the Autobot yet again.

"Energon is very low, thanks to you Autobots, this planet would still be alive! But your arrogance would say different because you Autobots would just never give up in the war!" The Leaper yelled at the tiny Autobot.

Bee simply stared at this Decepticon who was very close to his face now, the Leaper chuckled and asked, "Why don't you talk back, Autobot scum?"

Bumblebee clenched his fists when the Decepticon continued, "Oh yeah, that's right, you got your voice chip crushed by our leader! That mission was spread all over Cybertron, Bumblebee, the Autobot who got his voice taken away by Megatron, hilarious!"

The other two Leapers chuckled as the mares gasped. Bee looked back at them and gave them a sorrowful look, which only made them feel worse. The Leaper backed off and lifted up his spiked fists.

"Now.....we'll be very well known as the Decepticons who killed an Autobot who stood by Prime, and then we'll be finishing off your little friends back there." The Leaper pointed to the Element Bearers who cowered underneath the other Decepticons standing over them.

Bee retorted back by whipping out his assault rifle and shooting at the Decepticon Leaper, who merely laughed as the bullets sprayed off of his armor. The Leaper rushed forward and knocked Bee into a highly unstable building.

The crash created by Bee sent the rest of the building crumbling to the ground. The Leapers laughed and took their attention on the ponies now.

"I'm gonna enjoy this." The main Leaper growled and slowly made his way towards the helpless equines.

The mares tried to back away, only to be stopped by the two Leapers behind them who were chuckling to themselves. The ponies closed their eyes and just hoped that their deaths would be as painless as possible. All except Pinkie Pie who stood back up with a triumphant face.

"Pinkie, what are you doing?!" Rarity whispered at her pink friend.

Pinkie Pie turned her head back and whispered, "I got a plan, just stay with me on this." She finished with a wink and turned back towards the Leapers who were obviously enjoying this little scenario.

"Aw, so you wanna die first?"

"We can make that happen...hehe."

Pinkie took a deep breath and looked straight at the Leaper in front of her. She smiled and shouted, "WAIT!"

They stopped and looked at her with confusion until she spoke again, "Can't I have some last words?"

One of them shrugged and said, "Fine, but make it quick."

Pinkie smiled even more and began.

"What should I do?"

The Leapers stared at her for a while, trying to process what she meant. Her friends smiled knowing it was time for the Decepticons to meet their crazy friend Pinkie Pie.

Pinkie stopped smiling and asked them again, "What should I do?"

The two Leapers looked at each other and back at this crazy alien. One of them got the bravery to ask, "Uhhhhhh......what should you do?"

Pinkie turned back towards the two Leapers by her friends and shouted, "Should I lie down and give up while you Decepticons do horrible things to me? Should I stand up and fight for what I believe in? Should I write a letter to Princess Celestia telling her what is happening right now? WHAT SHOULD I DO?!"

The two Leapers flinched at Pinkie and stumbled over their words.

"Ummmm.....well maybe you could-"

"No....uh....you should-"

Pinkie faced the leader of the small pack of Leapers and made him flinch; she took a few steps forward and continued with her confusing mind games.

"Should I run away and try again tomorrow? Should my friends try to talk me out of this? Should I write a song about this whole experience? WHAT SHOULD I DO, TELL ME?!?!"

The Leaper was beyond confused; he was dumbfounded. Trying to think of an answer to this whole crazy experience was just enough time for Bumblebee to get out of the rubble and charge forward.

Bee kicked the Leaper in the face, sending him to a pile of debris, the other two Leapers came back to reality and charged at Bumblebee. The yellow Autobot took quick action and flipped one over him and attacked the other one head on.

The Leaper smashed his spiked fist to the ground where Bee was, but he was too quick and climbed up the Leapers arm. Bee jumped on its back and activated his assault rifle. Bumblebee shot several blasts onto the weak spot of all Leapers; the back. The Leaper roared in pain and tried his best to get the Autobot off of him, but it was too late.

The Leaper already exploded sending body parts all over the ground, Bumblebee jumped off and watched as the Leaper died. Bumblebee looked back at his pony friends who were congratulating their friend Pinkie Pie.

"Pinkie, who did you ever learn how to do that?!" Rarity asked.

Pinkie rubbed her hoof against her chest and answered, "Aw it was easy, I just had to use the Lebron James technique."

"Huh?" Rainbow rubbed her head in confusion.

"Who's Lebron....nevermind." Twilight shook that idea aside and took her attention back to Bumblebee. Her friends did so as well.

Bee was looking at them; smiling the entire time. The ponies returned the smile only to be replaced by horror.

"Bumblebee, look out!" Fluttershy screamed.

It was too late.

Bumblebee didn't react quick enough when the Leaper punched him with his spiked fist, sending him crashing to the ground. The Leaper laughed and shouted, "Too slow, Autobot!"

Bumblebee got back up and realized that there was only two Leapers left to kill.

Not a problem.

Bee charged forward and jumped over the first Leaper and landed on the chest of the second one. The first Leaper turned back and brought his spiked fist towards the Autobot who jumped away just in time. The Leaper punched his teammate straight in the face.

"OH I'M SO SORRY, are you okay?"

The leader replied with a smack to the face to his comrad.

"Fool, find the Auto-"

Bumblebee latched onto the back of the leader who reached back and grabbed Bee. He flung him over his shoulder while Bee latched onto his fist. Bumblebee flipped over the Leaper and pounded on its face. Bumblebee took a quick second to look at his little ponies.

They were petrified.

Bee lifted up his hand and motioned them to get out of her! They didn't need to be told twice and took off down the street.

Fluttershy turned back and watched in horror as Bee had been grabbed behind the back and was being held against his will while the leader slashed his chest.

"Fluttershy, where are you going?!" Twilight screamed.

Fluttershy turned back with tears streaming down her face.

"I'm going to help my friend!"

Fluttershy took off only to be stopped by a sharp pain on her tail. She looked back and saw Applejack biting her tail. Funny, Applejack thought, usually it was Rainbow Dash's tail she was biting so many times.

"You know what Bumblebee meant; we have to get out of here!" Twilight screamed.

"But.....but...." Fluttershy began only for her ears to be filled with Rarity's screams.

"LOOK OUT!!!"

Applejack yanked hard on Fluttershy's tail and pulled her in just in time for the Decepticon to land hard where she was but seconds ago. Bumblebee landed on top of the Leaper and delivered punches to its face. It tried its best to block but failed as Bee continued to punch.

The ponies watched in awe as Bee was winning over this deadly Decepticon, Rainbow Dash even wanted to cheer but didn't have enough time to.

Their expressions turned to a mixture of sorrow and horror.

Bumblebee was stabbed in the abdomen by the other Leaper.

The Leader moved his head in close to Bee's and whispered, "You're as weak as the Autobots we wiped out on Cybertron."

As the Leaper slowly ripped out his arm, the ponies screamed when Bumblebee's body hit the ground in front of them, completely motionless. Fluttershy's breathing increased when she saw Bee slowly lift up his head towards them. He gave a soft nod and lifted up his finger.

The mares turned around and saw it.

The Space Bridge tower.

Fluttershy turned back to Bumblebee who was slowly putting his head back on the ground. Fluttershy rushed forward only to be stopped by her friends again. Rainbow Dash and Applejack held her hooves while she aimlessly flailed around and screamed.

"Fluttershy, we have to go now!" Twilight yelled at her.

"NO NO NO NOOOOO!!!!" Fluttershy screamed as loud as she could.

The two Leapers got back and the leader shouted, "Get them!"

That was enough.

Rainbow Dash and Applejack had to carry Fluttershy away as she looked back and saw they were getting farther and farther away from Bumblebee, the Leapers following close behind.

Fluttershy closed her eyes and let a single tear roll down her face.

"I'm sorry, Bumblebee."

Twilight led the way as all six of them rushed through broken down buildings and under fallen statues to try and get away from these two Decepticons. Twilight took a quick look back and saw the Leapers trailing close behind.

"Twilight stop!" Rarity screamed.

Twilight turned back but ran straight into the leg of something hard and metal. She looked up from a bloody snout and saw the Leaper now in front of them!

How did it do that?!

Twilight slowly backed away only to be stopped by her friends who couldn't move. She turned back and saw they were surrounded by the other Leaper who blocked their only escape.Twilight's breathing increased as did the other mares as they got close together.

The Leapers moved in.

The Elements of Harmony hugged each other in a tight grasp and waited for the pain to come. Oh how Twilight wished a miracle would save them......only nothing could.




Twilight slowly opened her eyes and looked around. The Leapers were staring up at something that caught their optics; Twilight nudged her friends who slowly opened their eyes too.

"A-are we dead?" Applejack asked.

Twilight shook her head and answered back, "No.....I think we're far from it."

Twilight's friends looked up and squinted their eyes to try and see what the Leapers were seeing, but it was hard considering the sun was very bright. Twilight couldn't understand why the Decepticons just didn't kill them, they were defenseless and weak, but yet something stopped them.....

.....and Twilight soon found out what it was.

A giant being stood at the top of the building that was right in front of them. All Twilight could see where the glowing blue eyes it had. The Leapers took emediate action.

"It's the Autobot leader, kill him!"

Twilight and her friends gasped at the words that were just spoken.

The Autobot leader.

Optimus Prime jumped down from the building and landed on the ground with a hard crash. The Leapers ran forward and attempted to kill this great Transformer.

Oh how foolish they were.

Optimus jumped over the first one and delivered a punch to the second one directly in the eye. The battle was on!

The mares still couldn't believe Optimus was here to save them! A thousand questions ran through Twilight's mind trying to figure out how this was possible, all the while she was watching this massive battle unfold. Twilight squinted her eyes and tried her best to see Optimus Prime, but it was hard considering the fact that the area the three of them fought at was dark and she couldn't see her old friend, just the outline of his body.

The battled continued until the first Leaper made the mistake of turning his back on Optimus when he was swinging his fist, Optimus jumped on his back and shot it several times in the supposed spot. The Leaper howled in pain and exploded in a bright fire.

The ponies shielded their eyes to protect themselves from the brightness, but they slowly opened them again and saw another explosion go off. The last Leaper was dead.




All was quiet......

Twilight, Rainbow Dash, Applejack, Pinkie Pie, Rarity, and Fluttershy stopped shaking and calmly looked up to see Optimus Prime clenching his fists and looking around him.

He slowly brought his attention to the tiny ponies.

Optimus took one giant step into the light and made his way to the Mane 6. The equines expressions remained the same; shocked and happy at the same time. But their smiles faded when Optimus stepped into the light.

Instead of a happy embrace of their Autobot friend, the ponies gasped at what they saw.

This was not Optimus Prime.

It's armor was white and blue that spread all over its body, its chest was red and had three blue lines going down it. On its right shoulder was an Autobot symbol that glowed as red as the fires of Cybertron. Its head was blue and had two long white horns sticking out.

This wasn't Optimus Prime, but it sure did look a lot like him.

This......Autobot stepped forward and brought his white hand close to Twilight and her friends. The mares whimpered a bit when the hand drew close, but they calmed down when it gently scooped them all up. As the Element Bearers felt themselves being lifted up, Twilight had eyes as big as dinner plates when she was brought close to the face of this Autobot.

There she was...in this same situation before.

After a few seconds of continued silence, Twilight gulped and noticed this Autobot was tilting his head and watching her and her friends' every move.

Rainbow Dash was the first to speak.

"Hey.....y-you're not Optimus Prime."

The Autobot turned his blue head towards her and sighed a deep sigh.

"No....I'm not.....but I sure wish I was."

Now it was Twilight's turn to tilt her head.

She gulped again and asked, "What do you mean?" Obviously, who wouldn't want to be Optimus Prime? He's brave, he's heroic, and he's the leader of the free Autobots! But this just confused Twilight even more, those Decepticons said this Autobot was the Autobot leader, were they mistaken or were they telling the truth?

Twilight had so many questions going through her mind that she almost forgot about the most important one.

"W-what's your name?" Twilight asked.

The Autobot turned his attention towards the lavender pony in his hand and chuckled. It was a kind warm-hearted chuckle, it brought a warm feeling through all the ponies, just like how Celestia used to laugh.

He smiled and repeated her question, "My name...? Hehehe....."

The Autobot looked down at each of the equines in his hand and smiled a warm smile when he answered.

"My name........is Ultra Magnus."

Chapter 23: Ragtail Autobots and Cities in DustEdit

Waiting.....

Rainbow Dash hated waiting.

Even though they were saved by Ultra Magnus and brought to this so called Autobot Camp, the cyan pegasus was bored out of her mind. Her friends felt the same way just sitting on the ground of this gigantic room Ultra Magnus had brought them to.

Rarity was busy walking around and observing all the pieces of scrap laying on the ground, whining or giving an intrigued look on each piece. She even tried to bend the pieces of scrap into something more elegant, this kept the white unicorn busy.

Fluttershy was also bored but kept her emotions inside, not wanting to make a scene of herself. Instead she just played with her hair the enitre time and looking at the ground. Fluttershy still felt sad for Bumblebee, but calmed down after Ultra Magnus brought him to the medical bay in this place when they arrived.

Pinkie Pie was estatic being in this dimly lit room. There were chairs that were way to big for anypony but Pinkie Pie sat in them anyway; feeling like a king the entire time.

Applejack was just knocking over a piece of rubble wih her hoof and playing with it to pass the time. She took a quick look at Ultra Magnus who was sitting in the top chair that faced the entire room. Ultra Magnus saw she was looking at him and turned her way. Applejack quickly looked away hoping he didn't notice her.

Twilight was the only one who was intrigued by the room they were in. Even though it was dimly lit with only one light source above them, she couldn't help but walk around the room and obsever everything. The lavender unicorn came across a small statue on a little mantel. She slowly brought her hoof towards it and barely touched it.

The statue fell to the ground and shattered.

Ultra Magnus turned his head towards the blushing unicorn and simply groaned. Twilight looked back at Ultra Magnus and saw that he had a hand pressed against his temples. Twilight nervusly coughed into her hoof and made her way towards this mighty Autobot.

Ultra Magnus looked down and saw the same strange purple alien looking at him with those big eyes of hers. He recognized the creatures to be female from their voices and personalities. Still, he sighed and asked, "Yes?"

Twilight nervously looked at her friends and back at the Autobot, she smiled and began, "You know, I don't think we've been introduced. My name is Twilight Sparkle."

The rest of her friends heard her and came up beside their friend and introduced themsleves as well.

"I'm Pinkie Pie, thank you for saving us from those meanies!"

"The names Rainbow Dash, and what you did to those Decepticons was so awesome!"

"I agree, I'm Rarity by the way, and you sure did give those brutes a leason."

"My names Applejack, and ah do thank ya for savin' us back there."

"Oh.....ummm....I'm Fluttershy.....and thanks for helping Bumblebee.....he means a lot to us."

Ultra Magnus didn't know these things had names, but if they were sentient then they were obvioulsy capable of many things. He smiled and said, "Nice to meet you all, those Decepticons can be real jerks huh?"

Tha mares nodded in agreement and Twilight was the first to ask the question that was going through all of her friends' heads.

"So....what are we going to do in here?"

Ultra Magnus suddenly remembered and pressed his comms link.

"Kup, what's taking so long? I wanted you and the group in here a cycle ago." Ultra Magnus asked.

The ponies flinched when they heard another voice come in from his radio, it was a deep cracking voice that reminded Pinkie Pie of Cranky Doodle Donkey's voice.

"Yeah, yeah, don't get your servos in a knot, we're coming!"

Ultra Magnus put his hand down and stared directly at the door. Another awkward silence filled the room as the Element Bearers shuffled and looked around nervously.

Suddenly, a loud screech filled the room which caused the ponies to turn around and see the door creaking. As the door was being lifted up, the mares could see five figures at the entrance. They slowly made their way into the room.

When they reached the light, the Mane 6 looked in awe at each one of them.

The first one was a grey Autobot with dents and scratches all over his body. The second one was a green Autobot with a smug smile on his face. The third one was a pink Autobot that had a slim body and long legs. The fourth one was a dark red Autobot with what appeared to be a yellow ribcage on its chest. Finally, the fifth one was a light blue Autobot and seemed to be walking at an abnormal pace.

They stopped when they saw the six ponies sitting on the ground and looking at them in awe. Neither the Autobots or the ponies could say a word at what they saw, but Ultra Magnus was the one to break the silence.

"Okay Kup, have the team introduce themselves to Twilight and her friends."

The grey one, obviously named Kup, stepped forward and introduced himself, "My name is Kup, I'm one of the oldest Autobots on this entire team."

The green one chuckled and said, "Really Kup, that's all you're gonna say?"

Kup groaned and turned around and said, "How about you introduce yourself, smart-mouth."

The green one smiled and looked down at the ponies, "My name is Springer, I'm the kind of bot who's great in a fight, unselfconsciously brave, confident, and always ready with a dead-pan sarcastic quip to lighten the moment. Someone you can depend on to ride in, save the day and be smug about it."

The red one chuckled and said, "Yep, that's Springer alright."

Rainbow Dash smirked, this guy was just like her.

The pink one stepped forward with a soft smile and said, "My name is Arcee, I'm usually the one who gets Springer here out of messes most of the time."

"Hey, that's a lie! I always fix my problems....well most of them." Springer nervously said.

Fluttershy and Pinkie Pie giggled at Springer's humor. Twilight on the other hoof was fascinated.

"Arcee...." Twilight began. Arcee looked at the purple unicorn expectantly.

Twilight tilted her head and asked, "You're voice.....it sounds.....female. Are you a....girl?"

Arcee smiled and nodded, "Yes, but female Autobots are hard to see these days, most of them have been eradicated from the war."

Twilight gasped and said, "OH NO! How do you reproduce Transformers then?"

"Reproduce...? What do you mean?" Arcee asked.

Twilight blushed and nervously explained, "Well...on our world we need a male and female to.......well.....they help produce foals by..."

"OKAY, I don't think I wanna hear more of this." Arcee explained.

Twilight sighed and said, "Ohhh thank you."

Springer and the red Autobot chuckled to themselves which only recieved a glare from Arcee. The blue Autobot sped right in front of the ponies which made them flinch at his unnatural speed.

But what was most fascinating about this Autobot, was its voice.

"Hello there my name is Blurr and I'm an Autobot, obvioulsy you could tell from this symbol on my chest but wouldn't it be weird if I had a Decepticon symbol. Speaking of the Decepticons, they are an evil bunch of Transformers who have many names, names like the Constructicons, Combaticons, Stunticons, Predacons, and Terrorcons. Speaking of the Terrorcons, they are a nasty bunch you do not want to mess with. Megatron is the leader of the hated Decepticons but he left Cybertron many many many many many many many years ago along with all the strongest of the Decepticons. Also did I explain how-"

"OKAY BLURR, I think you've explained enough to them." Ultra Magnus interrupted.

Blurr looked down and saw them tilting their heads and giving him an odd look. Blurr smiled nervously and said, "Sorry, I guess I talk too much considering the fact that-"

"Okay, Hot Rod, how about you go next!" Kupp interrupted.

Hot Rod smiled and bent down so he could meet the pony's eye level, he still towered over them though.

"Hey there, my name is Hot Rod and I'm by far the coolest of the Autobots, not to mention one of the strongest!" Hot Rod went on about himself.

Kup groaned and said, "All I said was you had potential, not that you were a true born hero."

Springer nudged Blurr and jokingly said, "Just wait, Hot Rod is gonna be the one who ends the Cybertronian wars! HAHAHA!"

Blurr and Springer exploded in laughter while Kup simply groaned from these young bots' arrogance. Arcee smacked Springer in the back of the head, silencing him. Hot Rod sighed and stood back up, Twilight smiled and realized it was their turn to introduce themselves.

"My name is Twilight Sparkle."

"I'm Pinkie Pie."

"Rarity, it's a pleasure."

"Names Appejack."

"Um...I'm Fluttershy."

"And last but certainly not least, the great Rainbow Dash!"

Hot Rod nudged Springer and whispered, "Does that blue one remind you of someone?"

"Shut up."

Hot Rod chuckled only to be silenced by Kup who walked up to the ponies.

"So.....what exactly are you anyway?" Kup asked.

Before Twilight could answer, Ultra Magnus smacked his head and stood up, he walked closer to Kup and said, "Oh wow, I even forgot to ask them what they were or what planet they hail from. Look at me, how can you call me the Autobot Leader if I can't even perform the simplest of tasks."

Kup sighed and placed a hand on Ultra Magnus' shoulder, he began, "Magnus, I've known you for a long time, and I just have to say that Optimus choose you because of your heroism. You're a brave warrior, never forget that."

"Yeah...I guess..." Ultra Magnus sighed and stood in silence.

Twilight suddenly remembered what was bugging her.

"Hey, why did those Decepticons call you the Autobot Leader when we know Optimus Prime is?" Twilight asked the big white Autobot.

"Well...you see when Optimus and many of our strongest Autobots left Cybertron to find a new home using the Space Bridge, Optimus left me in charge of all the remaining Autobots on Cybertron, but times have grown very desperate. The Autobots are dying every few cycles around here without the Energon to fuel their needs. All our remaining Energon is very low and we need that for emergencies, and we just can't waste precious Energon cubes on some Autobot soldiers, we have been planing something big that we need the Energon for." Ultra Magnus explained.

"Big as in....what?" Twilight asked obviously intrigued by the history of Cybertron.

Ultra Magnus frowned and flatly said, "That's classified I'm afraid."

The lavender unicorn pouted but Ultra Magnus didn't leave her hanging.

"Anyway, after the planet's core shut down, Energon has become very valuable. We mostly steal from the Decepticons or fight over what remaining pieces there are spread over the landscape. The Decepticons' numbers are great, greater than ours that's for sure, and they have found a way of harvesting Energon without the help from the core...."

"And that is...?" Twilight motioned him to continue.

Ultra Magnus took a deep sigh before continuing, "They mine Energon in several Energon Mines spread over Cybertron. We have been planing an assault on one for some time now to collect the Energon we need, but driving an assault on the Decepticons would be extremely dangerous that we don't have the soldiers for."

Ultra Magnus sighed again finishing his story, Twilight sat on her rump and obsorbed all his words.

"Wow..." That was all Twilight could manage to say.

Ultra Magnus smiled and said, "But enough about us, tell us where you are from and what you are."

Blurr stepped in and said, "Oh, and tell us how you know Optimus Prime and all the other Autobots because we have been DYING to know what's been going on with them."

"And those things around your necks." Arcee added.

Applejack smiled and said out loud so all the Autobots could hear her, "We're ponies from the planet of Equestria."

"And these things around our necks are called The Elements of Harmony, they are what kept our planet peaceful for many years." Rarity added in.

"Intriguing...." Ultra Magnus rubbed his chin thinking about these Elements of Harmony.

"Ponies...?" Kup repeated the strange word, "Well that's something I'll have to remember for all my famous stories."

"OH you have stories?! Can I hear one, please please please?" Pinkie Pie begged at Kup's feet.

Kup chuckled and said, "Sorry, kid, but my stories are too voilent for you innocent creatures to hear."

"Awwww...." Pinkie Pie whined with teary eyes but immediatly felt better and trotted back to her friends.

Twilight giggled at Pinkie's humor and turned towards Ultra Magnus and the others, her friends followed knowing they could help explain everything that has happened to them in the past few days. Ultra Magnus, Kup, Arcee, Springer, Blurr, and Hot Rod sat down in the chairs that surrounded the room, the mares sat in front of them while Rarity, Fluttershy, Pinkie, Applejack, and Rainbow looked at Twilight expectantly; wanting her to start the story.

Twilight saw her friends looking at her, she gulped and began the LONG story of the Autobots' arrival to Equestria.

She deeply explained everything that has happened to them, from meeting the mighty Dinobot Grimlock, to being rescued by the Autobot Wheeljack, to seeing all the Autobots battle the Decepticons, to battling their most hated enemy Discord and so on.

Ultra Magnus was intrigued by this story, and he was glad that Optimus was still alive and well but still......these ponies left them to do battle with Megatron and the Decepticons, not like they could do anything when Soundwave sent them here.

Right before she could continue with how they survived on Cybertron, the doors opened again.

The Element Bearers and the Autobots turned to see the yellow Autobot Bumblebee fully healed and happy. The mares also saw an all new Autobot they have never seen before, this one had red and white armor and a blue visor that covered his face along with his faceplate.

This red Autobot motioned Bumblebee forward and spoke out, "Bumblebee made a full recovery, luckily he didn't lose enough Energon for us to use our emergency supply."

Ultra Magnus nodded and said, "Thank you, First Aid. Continue to the medical bay, I heard Scattershot just came back from that mission of his, it didn't turn out well did it?"

First Aid nodded and said, "Yeah....it didn't turn out well...."

First Aid left the room with the door closing behind him. Ultra Magnus brought his attention back on the ponies who were hugging Bumblebee affectionetly. Ultra Magnus knew Bumblebee's mission was to protect these ponies, but he didn't know Bumblebee was this close to them.

While Fluttershy continued to hug Bee, the other mares turned back towards Ultra Magnus and the others. Twilight continued, "Anyway, when we arrived on Cybertron, Bumblebee was taking us to this tower with long spikes on the top and-"

"Wait....a tower with spikes at the top?" Ultra Magnus interrupted.

"Yes....why?" Twilight asked.

Ultra Magnus placed a hand under his chin and thought about this for a second, he looked back at the unicorn and asked, "What did this tower do exactly?"

Rarity spoke up, "Well, Bumblebee said....well he didn't actually say it but we understood him, we understood that he meant that the tower could get us ponies back to Equestria."

"Wow....a lot of vocabulary there huh Rarity?" Applejack nudged her shoulder but only to recieve a glare from the white unicorn.

Ultra Magnus sat back in his chair stunned, they were going to the Space Bridge, and it definetly could get them home. Should the Autobots assist these ponies, or go about with the important mission about to happen? Ultra Magnus was still thinking this over when he realized the yellow pony was still hugging Bumblebee.

He actually heard the pony trembling and whimpering as Bumblebee held her close. These two sure did share something close. Ultra Magnus smiled and knew that he would get Bumblebee back to Optimus and the ponies back to their world.

Ultra Magnus smiled and said, "You were going to the Space Bridge, it does have the power to get you home, and we will do just that."

The pony's ears perked up and each of them beamed with joy, Fluttershy let go of Bumblebee and joined her friends in thanking Ultra Magnus.

"Wow, thank you sir!" Twilight shouted with glee.

"Yeah, thanks!" Pinkie shouted and hugged Magnus' foot.

Ultra Magnus' smile faded and turned to a defeated expression, Pinkie noticed quickly and asked, "What's wrong?"

"Oh it's nothing, it's just that the Space Bridge was used a few days ago by Shockwave and eversince then it has been gaurded by The Decepticons non stop. I doubt we can even break the first line, let alone get you all back home." Ultra Magnus explained.

The pony's heads fell to the ground, Magnus smiled and assured them, "Don't worry, we will get you all home, I promise." The pony's sad expresions turned into a smile of relief when Magnus said those words. Just then, the doors opened again.

Ultra Magnus and the Autobots turned their attention to the doors to see a familiar green and yellow Autobot. Twilight studied this new Autobot, he had a red helmet head and no mouth, just like most of the other Autobots. It had spiked shoulders and a green and yellow exterior.

"Yes, Cosmos, what have you to report?" Ultra Magnus asked.

Cosmos looked around nervously and stuttered, "S-sir, we f-f-found enough Energon to-"

The green Autobot stopped and got a quick look at the strange colorful creatures sitting on the ground and staring at him with open mouths.

"Uhhhhhh.....what are those?" Cosmos pointed at the ponies.

Ultra Magnus shook his head and said, "It doesn't matter, Cosmos, what is the news about the Energon?!"

Cosmos brought his attention back to Ultra Magnus and said, "The Wreckers' mission was a success, we have enought Energon from the Decepticon Mine we raided to begin the operation we've been planning for stelar-cycles! Sadly.....we lost 4 Wreckers in the process."

Ultra Magnus stood up and said, "We will mourn them later. Autobots, let's roll!"

With that, Ultra Magnus, Cosmos, Kup, Arcee, and Springer raced out of the room, leaving very confused ponies behind.

"Uhhhh....what was that all about?" Applejack asked no one in particular.

Hot Rod stopped running and looked down at them, he smiled and said, "Just follow me okay?" The mares nodded and took off at Hot Rod who dashed out of the room, Bumblebee followed not knowing what was going on.


As Twilight stayed close to the Autobot Hot Rod, she was very confused and intrigued at the same time at all the events that were happening. Red lights were flashing all over the ceiling, loud beeps were heard throughout the hallways, and several Autobot soldiers passing them gave the ponies odd looks.

Hot Rod finally led the ponies and Bumblebee to an overcrowded room filled with Autobot scientists and soldiers. Hot Rod made his way to the Teletran computer at the front of them room where Ultra Magnus, Cosmos, Kup, and several Autobot scientists were.

Rainbow Dash and Fluttershy flew up to get a better look at the computer screen while Bumblebee let Rarity and Pinkie on his shoulders so they could see. Hot Rod lifted up Applejack and Twilight with both hands and faced them towards the screen.

Twilight didn't know what she was seeing, at first it showed several glowing blue squares somehow shrinking when Cosmos pressed a button on the keyboard. The squares entered this strange object that somehow had two glowing blue sticks connecting to each other.

"What's our status?" Ultra Magnus asked an Autobot scientist who was typing away. Ultra Magnus' voice brought Twiligh back to the real world and she focussed on what they were going to say.

The Autobot scientist looked up at the screen and explained, "The Energon that the Wreckers successfully stole from the Decepticon Mines is now fully deposited to this fuse, we are one step closer, Magnus."

Just then, the so called fuse came out of the computer storage, the scientist grabbed the fuse and showed it to Ultra Magnus.

"The fuse is ready, Ultra Magnus. When are we going to send the assualt on the city?"

Ultra Magnus looked at the fuse and took it, he looked around the room of Autobots. This was his choice, would he really risk the lives of all these Autobot soldiers for a mission that will probably fail. Then again, if they succeed, it will change the course of the war forever.

Ultra Magnus frowned and shouted, "Alright!"

The Autobots quieted down to listen what Magnus was going to say, the ponies leaned in close as well. Ultra Magnus lifted up the fuse and announced, "We have enough Energon in this little fuse to change the course of the war for the Autobots!"

The Autobots cheered as Magnus continued, "But first, we need a volunteer scout to sneak into the city which I may add in; is filled with Decepticons and plant this fuse into the main defense system so the defenses of the city can come back online!"

The Autobots looked around nervously, Ultra Magnus took notice and shouted, "Do we have any scouts?!"

There was not a sound made.

Kup nudged Magnus and said, "Our last remaining scout died off last week, remember?"

Magnus looked down sadly and muttered, "Oh yeah....I forgot.....without a scout it's impossible, no one else can sneak in and plant the fuse, and we can't just send in an all out assault we'll get decimated!"

The Autobots hung their heads in shame, shame that they were not experienced scouts, they had almost believed they had won the war.....but of course....there was something stopping them.

Twilight knew the Autobots surrounding them were hurting, they didn't have a scout to complete the mission that was obviously important to them. She suddenly got an idea.

"Hey!" Twilight shouted. All the Autobots turned their attention to the small equine in Hot Rod's hand, Ultra Magnus stepped in closer.

When Twilight realized all eyes were on her she gulped and continued, "Bumblebee here is a scout right?"

Bumblebee's head perked up at the mentioning of his name. The Autobots looked at the yellow bot and nodded in agreement. Ultra Magnus stepped foward and asked Bee personaly.

"Bumblebee, are you a trained scout?"

His only answer was a single nod.

That single nod caused an eruption of cheers and clapping, several Autobots patted Bumblebee on the shoulders and were shaking his hand. Ultra Magnus smiled and asked, "Bumblebee, will you complete this mission for us? You would not be only helping yourself and your pony friends, but you would be helping the Autobots take it to the Decepticons."

Bumblebee nodded with a smile on his face.

The cheers grew louder as did Rainbow Dash's and Pinkie's.....but they really didn't know what they were cheering for. Ultra Magnus walked close to Bee and held out his hand, he handed the fuse to Bumblebe who gripped it in his palms.

Ultra Magnus got back to full heigth and shouted, "Autobots, prepare the war ships for immediate attack on the city!"

Before any Autobot could make a noise or even move.......the wall at the end of the room exploded.



Fluttershy woke up to see herself laying on a dead Autobot. She shook her head to regain her senses, her ears were coming back as she heard several explosions rocking through the base followed by the screams and shouts of several Autobots.

The yellow pegasus looked forward and squinted to see Ultra Magnus and Kup shooting at something from behind her. When Fluttershy turned around to see what it was......it made her gasp in terror.

There was a giant metal lizard-like thing standing just a few feet away from her. It screeched and blocked the bullets hitting its armor. Fluttershy tried to crawl away from this horrid beast and try to make it back to her friend Bumblebee, but this monster had other plans.

Fluttershy felt a sharp pain at the end of her tail and turned around to see the jaws of this creature biting down hard on her tail and not letting go. It pulled harder and lifted her off the ground, Fluttershy screamed in pain as she was dangling above ground by her tail.

"SHOOT IT NOW!"

Fluttershy looked up to see several Autobot soldiers shooting at her! No, it wasn't her, it was the creature behind her. The monster howled in pain and dropped Fluttershy from its grasp. The yellow pegasus landed with a hard thud and looked up weakly to see this monster.

Turns out it was a Decepticon.

Its arms and legs were blue and his head and body was silver, but most disturbing was its massive jaws that reminded her of Grimlock's. The Decepticon looked down and growled, "Organic creature....must destroy!"

Fluttershy screamed and closed her eyes as the jaws came down on her. She felt a fust of wind and looked up to see the Autobot Blurr holding the jaws of this Decepticon. He was obviously struggling with his words.

"Please don't hurt them, Rippersnapper! They are an innocent race who don't belong on this planet please please please please please!" Blurr shouted.

Rippersnapper growled and threw Blurr away with his jaws. Blurr rammed into Hot Rod and both Autobots hit the side of the wall; causing it to break apart. Rippersnapper looked back down at the trembling pegasus and prepared to finish what she started.

But before he could bring his jaws down, the ground underneath him began to break apart.

Rippersnapper looked down and saw the ground shattering; he took one last look at the pony and roared when he fell to the casam below. Fluttershy felt herself slipping as she began to fall to the casam as well. She tried to grab onto something for support but there was nothing there.

Fluttershy pumped her wings and felt a sharp pain in her right one, she looked over and saw it was bent at an odd angle. Just as she was about to fall to the deadly casam below, she felt her hoof being grapped.

Fluttershy looked up and saw Applejack and Rainbow Dash holding one of her hooves with their own.

"We gotcha 'Shy!" Rainbow Dash shouted and pumped her wings harder than before. As Rainbow Dash looked below to the casam, part of her wondered why the Autobots would even build a base at the edge of a giant cliff.

Just as Rainbow Dash's wings were about to give out, she felt a hand rap around her body. Dash looked back and saw Arcee holding onto her.

Arcee cringed and shouted, "Hold on!"

Rainbow Dash felt her entire body being pulled back into what remained of the base, Dash grabbed onto Applejack's back hooves and puleld her back along with Fluttershy. Arcee lifted all three mares onto the safe ground away from the giant hole.

Fluttershy sighed with relief and looked over to see Twilight, Pinkie, and Rarity being covered by Bumblebee who fired into the opening. The timid pegasus slowly turned her head to the opening to see a giant metal bird.

Ultra Magnus reloaded his blaster and shot several blasts at the Decepticon. The bird dodged the shots and screeched, "Autobots, this your end! You really thought we didn't know about your little plan....or should I say big plan! The Decepticons will tear your base apart piece by piece, leaving no Autobot left! Terrorcons, continue the assualt!"

With that, the Decepticon flew off and continued the assualt on the Autobot base. Ultra Magnus looked down and saw Bumblebee clutching the fuse along with the ponies, he leaned down at twilight and quickly said, "We can't let you ponies stay here when we battle the Decepticons! You MUST go with Bumblebee and finish the mission!"

Twilight gasped and stuttered, "B-b-but we can't g-go with Bumblebee on a dangerous mission to-"

"You have to!" Ultra Magnus pleaded as another explosion rocketed throughout the base. he looked at Bumblebee and asked, "You will protect them.....right?"

Bumblebee nodded and picked himself up.

Ultra Magnus turned around and pried open a destroyed door. He looked back at the ponies and motioned them to go.

Like they had a choice.


The next thing they knew, the Element Bearers found themselves at an open runway, the heat of the sun was too much as Twilight shielded her eyes to see clearer. Ultra Magnus was slowly walking while the ashes and debris hit his armor, not caring for his own well being.

Ultra Magnus stopped and turned around, he pointed at Springer and Arcee.

"Arcee, Springer, get back to the base and help hold off the Decepticons!" Ultra Magnus ordered.

Springer nodded and motioned towards Arcee, "Come on, girl, let's do this!" With that, Springer and Arcee transformed into their vehicle modes and took off towards the burning Autobot base.

Ultra Magnus turned towards Kup and Hot Rod, "You two have to stay with me!" Finally, Magnus turned towards Blurr and shouted, "We need him now, Blurr!"

Blurr saluted and pressed his comms link.

"Blurr to Sky Lynx, we really need your assitance to transport Bumblebee and the ponies to the city as quickly as possible! You remember the city we were talking about it was the one that we needed the Energon transported to! Error code 21468593! Mission is a go!"

The comms link came back with a very intriguing accent that reminded Rarity of all the snooty ponies in Canterlot.

"Once again, I, Sky Lynx will have to save the day........you know I really don't understand half of what you're saying, Blurr."

Blurr put his hand down and nodded quickly to Ultra Magnus.

"Mission is a go sir Ultra Magnus sir!" Blurr said.

Magnus nodded and stood silently, the ponies were confused as Magnus just stood there.....waiting. Bumblebee wasn't confused, he knew who Sky Lynx was.....and he was one heck of an Autobot.

Ultra Magnus suddenly remembered what he wanted to tell Bumblebee and handed him a comms link. Bee placed it on the side of his head as Ultra Magnus explained.

"Use this comm link to tell us where you need assitance, would it be with an overcrowded Decepticon base or just a Decepticon blocking your path, we'll take it out with air fire when you place the coordinates."

Bumblebee nodded and took the comms link. Ultra Magnus turned back towards the skies of Cybertron again in silence.

As this silence continued, a loud hum was heard coming for them. Twilight turned her attention to the smokey runway and saw a massive ship heading their way. This ship was white covered and had a blue bottom side, its front had a yellow visor and on its wings were two Autobot symbols.

Ths ship landed calmly on the ground and made a hissing noise as it came to a complete stop.

To the pony's amazement, the ship began to transform. At first, Twilight had thought that there was an Autobot in that ship to take them to the city, but this was much more incredible. A long red tail and neck came out in its supposed spots while four red legs came out from the bottom. Its white wings sprouted and blue wings came out; making it longer.

But what was most amazing was the head that transformed into giant dragon-like jaws. The changing noise stopped and the head bent down to meet Ultra Magnus' eye sight.

"Sky Lynx reporting, Ultra Magnus." The Autobot spoke.

Ultra Magnus pointed towards Bumblebee and the ponies and said, "Sky Lynx, your mission is to transport Bumblebee and the small ponies to the city, no cassualties!"

Sky Lynx nodded and said, "No problem, Ultra Magnus."

With that, Sky Lynx took a few giant steps toward Bumblebee and leaned his head down, "Good to see you again, Bee."

Bumblebee nodded and walked towards Sky Lynx's side doors. Twilight, Rarity, Pinkie, Applejack, Rainbow, and Fluttershy slowly made their way towards Bumblebee, only to be stopped by the dragon head blocking their path. The ponies yelped and got closer together as this Autobot began analyzing them up and down.

The Autobot spread his wings and shouted, "I am the mighty Sky Lynx!" He brought his wings down and titled his head, "What are your names? After all we will be flying for a while."

Twilight gave a nervous smile and introduced herself, "My name is Twilight Sparkle."

"I'm Pinkie Pie, nice to meet ya!"

"The names Applejack."

"Rarity, the pleasure is mine."

"I'm Rainbow Dash, one of the best flyers from Cybertron to Equestria!"

"Ohhhh......I'm Fluttershy."

Fluttershy didn't really trust this Autobot from yelling to much and-

"WELL, Twilight Sparkle, Pinkie Pie, Applejack, Rarity, Rainbow Dash, and Fluttershy, you need not to worry, I, Sky Lynx, am one of the greatest flyers in all of Cybertron! You won't be harmed by any Decepticons on the way I promise you!"

With that, he turned to his side and opened his side door, a long staircase came from the door and hit the ground with a loud thud. The mares backed away from the sudden action and nervously looked at Sky Lynx.

"Well what are you waiting for? Get inside of me and we'll be on our way!" Sky Lynx shouted.

Each one of the mares gulped and slowly made their way inside of Sky Lynx. It actually looked pretty okay inside, there was Bumblebee sitting on the long metal bench and looking at his feet with his elbows on his knees. The Mane 6 trotted forward and sat next to him.

When they were all cozied up, the door shut on its own and many lights lit up inside. Sky Lynx's voice was heard inside of himself.

"All of you comfortable? This may be a bumpy ride."

With that warning, the Element Bearers got closer together and hung on tight to the bench. All the while, Twilight's mind was racing at a hundred miles an hour.

'How did we get into this mess? How are suppossed to help Bumblebee? Why are we doing this? We can't be invovled in their war.'

Realization hit Twilight Sparkle.

They were already involved in the Cybertron war when they met Optimus Prime.


Sky Lynx took one last look at Ultra Magnus and nodded. With that, Sky Lynx transformed and took off into the ash filled skies of Cybertron. Ultra Magnus turned towards Cosmos.

"Cosmos, follow them and make sure they get to the city on time." Ultra Magnus ordered.

Cosmos saluted and transformed into his shuttle mode, he took off after Sky Lynx leaving Ultra Magnus, Kup, Hot Rod, and Blurr alone on the runway. Ultra Magnus turned towards Kup and asked, "Is everything ready?"

Kup nodded and said, "Yes, now lets hold off those Decepticons."

Ultra Magnus nodded and sighed a deep sigh. He turned back towards the skies in silence. He turned his head slightly and spoke to his teammates.

"Commence operation: Autobot City."


As Sky Lynx traversed the Cybertronian skies, he had to keep a close eye to see if any Decepticons were in range. After all, they had already attacked the Autobot base, chances are they will be defending the city.

With Bumblebee and the ponies safely inside Sky Lynx, Twilight Sparkle still had that feeling in her...

...the unshakeable feeling of doubt.

Bumblebee was busy observing the fuse in his hands and didn't notice Rainbow Dash out of her seat and flying about inside Sky Lynx. Bumblebee turned his head slightly to see if Rainbow would not bump into anything important, but he soon lost interest and continued to observe the fuse.

Rainbow Dash flew past Rarity and Applejack who were both obviously annoyed by her antics.

"Dash, must you really fly while we're on a dangerous mission?" Rarity asked.

Rainbow stopped in mid-air and looked at Rarity with an annoyed expression, "Well at least I'm trying to have some fun while you five are just sitting there depressed."

Applejack frowned and said, "Rainbow, sit down now before ya knock into something and probably kill us all."

Rainbow Dash laughed at this threat and said, "Make me."

This only caused Rarity to use her magic.

Rainbow Dash felt herself being brought back to the metal bench by Rarity's power. She tried her hardest to fly away by pumping her wings which only worked slightly. Rarity actually fell off the bench and skidded on the floor while Rainbow continued to fly through the inside of Sky Lynx.

Bumblebee's hearing processors caught up several complains and screams from his pony friends. He looked up and saw Twilight and Applejack yelling at Rainbow Dash to sit back down while Rarity was struggling to hold her.

The shouts of the mares were silenced by a familiar voice echoing from the ship.

"Hey what's going on in the-AHHHHHHHHHHHHHHHHH!!!!!"

A powerful tremor shot through the ship which caused the ponies to fall off the bench and roll around on the ground; trying to regain their balance. Bumblebee accidently dropped the fuse and fell on the ground as he looked over and saw the fuse rolling away.

Twilight regained her balance and shouted, "What's going on?!"

Sky Lynx answered while he swerved his body to the right side, causing the ponies and yellow Autobot to fall that way and hit the side of the ship.

"Decepticons! Decepticons all around me! I can't see clearly for there are too many of them!"

Sky Lynx swirved to his left and the ponies fell to that side while Bumblebee grabbed onto the bench. he got back in normal position and panicked, "Okay, everyone inside, stay calm and hold onto something!"

The six mares didn't need to be told twice.

Each of them grabbed onto the bench and held on for dear life as Sky Lynx twisted and turned to avoid the Decepticons. He regained his position and shouted, "I can't hold them off for long! I'll have to take extreme measures!"

With that, Sky Lynx swirved to the right and came to a complete stop. The pony's breathing increased as he slowly landed on the ground. Twilight sighed with relief but suddenly gasped when the sound of explosions came from the outside.

The doors of Sky Lynx opened up as he shouted.

"Get out now, we arrived to the city!"

Bumblebee stood back up and picked up the fuse with his left hand, he turned back and saw his pony friends standing up as well. He made his way towards them and motioned them towards the exit. Fluttershy held onto Bumblebee's arm as he stepped into the light.

The six mares' expressions turned to complete horror when they saw the battlefield desplayed in front of them.

Several burning buildings fell to the ground as many explosions rocketed on the outsides of them. The skies were filled with purple flying tanks; they soon found out they were Decepticon ships. As the fires spread all over the ground not too far away, the mares could see the ships landing on the lower grounds. The ships opened up and several purple Transformers stepped out with guns in their grasp.

A Decepticon Leaper jumped in front of the Decepticon soldiers and looked up to see Bumblebee and the ponies along with Sky Lynx.

"Autobots found! Decepticons, terminate them!"

Bumblebee ducked down and pushed the ponies to their stomachs when several blasts were sent their way. The Element Bearers covered their ears when the loud bullets soared over them. Bumblebee's right hand transformed into his assault rifle, he stood up and shot downward. He got a few hits but kneeled back down when the blasts continued.

Just when they thought all hope was lost, Sky Lynx took action.

Sky Lynx roared which caused the ponies to turn around, they saw the massive Autobot spread his wings and take off towards the downward area. Bumblebee and his friends looked from thier position and watched in awe as Sky Lynx decimated the Decepticon forces. Stomping and biting any Decepticon in his way was Sky Lynx's major plan, until he saw several Decepticon war ships heading his way.

Sky Lynx looked up at Bumblebee and shouted, "It's up to you, Bumblebee, you have to continue onwards to the defense mainframe while I hold off the Decepticons!"

Sky Lynx turned his attention to the shivering ponies watching him.

"And.....I'm afraid I can't take the ponies with me."

Twilight and her friends gasped at what this Autobot just said, Bumblebee was also surprised until Sky Lynx explained.

"If the ponies come with me they will be in danger from the Decepticons. Bumblebee, you must protect them from here on out! Get to the defense mainframe, you're our last hope, Bumblebee!"

Sky Lynx flapped his wings and took off in the skies while still shouting insults to the Decepticons following. Bumblebee was left alone with the innocent little ponies.

Suddenly, Bumblebee's comm link awakened.

"Bumblebee, this is Ultra Magnus, we're patched into your optics. Everything you see we see."

The yellow bot smiled with relief as the ponies turned his way, they had heard Ultra Magnus's voice as well.

"Okay Bumblebee, you're not too far away from the defense mainframe, what you need to do is.....wait, why are the ponies with you?!"

Bumblebee couldn't answer on account of his voice defect, so Twilight decided to assist him. She teleported on Bee's shoulder and motioned her head towards the comm link.

"Ummmm...." Twilight began, "this is Twilight Sparkle, Ultra Magnus."

"How did you....nevermind...why aren't you on Sky Lynx, you can't go with Bumblebee on this dangerous mission!"

Twilight gulped and began, "Well....you see Sky Lynx told us to stay with Bumblebee so he could hold off the Decepticons."

Ultra Magnus sighed and said, "Okay...fine...but stay close to Bumblebee and don't get hurt...we can't afford any casualties....especially with peaceful organics like you."

Twilight nodded her head and stood by waiting for whatever else Magnus had to say.....it wasn't calm.

"Oh and Bumblebee, do not I repeat DO NOT let the ponies out of your sight for an astro-second!"

Bumblebee nodded while Twilight spoke through the comms link, "Bumblebee understands."

"Very well.....just continue forward and turn right, there should by a giant door with an Autobot symbol on it. Open it and we'll command you from there. Ultra Magnus out."

With that, the comms link turned off and Bumblebee placed Twilight with the rest of her friends. He gripped the fuse with his left hand and looked at his rifle replacing his right hand.

Yeah....he was ready.

Bumblebee turned his head towards the staircase and went down them, he looked back and motioned his pony friends to follow. With as much reluctance as possible, they did. Rainbow Dash and Fluttershy didn't really feel like walking and flew by Bumblebee while Twilight, Rarity, Pinkie, and Applejack walked down the huge stairs.

They came to an open area with large walls surrounding them, Bumblebee turned right and saw the door with the Autobot symbol just like Magnus said. He jogged forward and placed his right hand on the door, which was back to his hand by the way, the mares followed and sat by the door as Bumblebee worked on it.

He soon pried open the doors with his hands and picked up the fuse he placed on the ground. Bumblebee finished by having his hand transform into his rifle. He walked inside with ponies following close behind him, as Bumblebee looked back he smiled with relief.....keeping his promise.

Bumblebee walked ever so slowly forward; his rifle aimed forward and his head darting left to right. Fluttershy and Pinkie Pie were shivering when they looked on the ground and saw the remains of several dead Autobots. Twilight looked at a table that seemed to have several supplies on it, breaking away rom the pack, Twilight made her way towards the table and touched it lightly.

The entire table collapsed as a dead Autobot body landed on the tiny unicorn. Twilight screamed as she heard a footsteps heading her way. She looked up and saw Bumblebee lifting the body off of her, when he pushed the dead Autobot away, Twilight stood back and looked at Bee.

"T-thank you, Bumblebee." Twilight shivered.

Bee simply nodded and continued towards the light at the end of this medical room. Twilight calmed down a bit from her close encounter and followed the rest of her friends.

Applejack nudged Twilight and asked with a worried expression, "You okay, Twi?"

Twilight shivered and spoke with a low voice, "Yeah....I'm just fine."

Applejack was about to protest when they almost ran into the leg of their Autobot friend. Bumblebee was busy trying to pry open the door when he finally got a grip on it. He ripped apart the broken door pieces and walked outside into the sunlight.

Twilight, Fluttershy, Rainbow, Applejack, Rarity, and Pinkie Pie followed close behind and shielded their eyes from the bright rays of explosion plus the sun.

Bumblebee quickly got to cover as several Decepticon soldiers began firing on them. Bee motioned the ponies to get to him now and away from the bullets. The mares crawled towards Bumblebee as he put them in a corner....safely away from the firefight.

Bumblebee took one look at his friends and immediatly regretted looking at their faces. Terrified. Each of them were cuddling close to each other as the bullets soared above them. Bumblebee never wanted this to happen, he just wanted them to stay on Equestria and be away from all this tragedy.

But there was nothing he could do to stop that except finish this mission.

Before he could turn around, Bumblebee got shot in the shoulder and fell to his hands, dropping the fuse.

"Bumblebee!" Fluttershy screamed and prepared to move towards her Autobot friend, only to be stopped by her other friends who brought back into the safe corner.

Bumblebee clutched his shoulder and looked back to see the Decepticons continuing to shoot.

'My turn.' Bumblebee thought to himself as he grabbed the fuse and charged forward with his rifle pointed out.

Applejack and Rainbow Dash got the bravery to look up from the metal block that protected them to see how Bumblebee was doing. Ignoring Rarity's and Twilight's complains to get back to safety, Rainbow Dash's mouth hung agape while Applejack was staring blankly at what was happening.

Bumblebee was pure war machine.

Dodging and firing shots of his own, Bumblebee slowly but surely made his way up the ground and onto a platform surrounded by Decepticon forces. As Bumblebee was pinned down, he heard his comm link activate.

"Bumblebee, this is Ultra Magnus, the defense mainframe is straight ahead, all you have to do is plant that fuse in the hole it belongs in. After that is finished, a lever will come out right in front of you. Pull it and watch the magic happen. Ultra Magnus out."

Bumblebee deactivated his comms link and did just as Ultra Magnus ordered. He came out of his hiding spot and charged forward at the Decepticon soldiers. He may have gotten shot a few times but that didn't matter. Bumblebee dropped the fuse and jumped on one of the Decepticons. He shot it in the head and used its body as a shield to defeat the others. Bee pushed the body right at another Decepticon and shot at it, that meant only three were left.

Bumblebee got to cover as they were overwhelming him, he looked back and saw the fuse was still on the ground unprotected.

"Bumblebee, grab that fuse!" Ultra Magnus shouted through the comm link.

Before Bee could even move, the Decepticon reached forward and threw against the wall. The Decepticons chuckled and aimed their blasters at the defensless Autobot.

"NO!" Rainbow Dash shouted as she began to charge forward, only to be stopped by Applejack grabbing her tail.

Dash looked back in mid-air and shouted, "What the hay, AJ?!"

Applejack spit Dash's tail out of her mouth and pointed forward, "Look!" Rainbow Dash turned her head and suddenly realized what Applejack meant.

A flying green object was soaring right for the Decepticons attacking Bumblebee, the Decepticons aimed their weapons at the approaching target and opened fired. The green object transformed in mid-air and shot missiles from his arms. Two Decepticons were blown to bits while the third one fell on his back; pretending to be dead.

Bumblebee got back up and waved to the green Autobot who had just saved his life, Cosmos waved back and shouted, "Anytime, Bee, now come on and finish this so we can all go home."

With that, Cosmos transformed and flew off to continue holding off the Decepticons long enough. Bumblebee went back and picked up the fuse with care. Just as he was about to place it in, the Decepticon stood up and shot Bee in the back.

As Bumblebee dropped the fuse yet again, he looked back and saw the Decepticon laughing insanely and pointing his weapon at the helpless Autobot. Rainbow Dash looked back at Applejack with a pleading look on her face, Applejack raised her hooves and flatly said, "Go for it, sugercube."

Dash's smirk grew even wider than ever before when she took off at full speed at the unsuspecting Decepticon. She closed her eyes at the last second when she rammed head first at the Decepticon's chest.

"GAHHHH!!!" The Decepticon yelled in pain before falling apart and dying. Rainbow Dash rubbed her head and smiled when she had just won.

"WOOOOOHOOOO!!! Go Rainbow, go Rainbow, it's your birthday, it's your birthday, WOOOHOOOO!!!" Rainbow Dash cheered for herself and spun her hooves in a circle formation.

Bumblebee picked himself up and grabbed the fuse. He turned back at Dash who was still cheering, he flashed a smile and made his way towards the defense mainframe. Rainbow stopped cheering when she looked down and saw her friends shaking their heads.

Rainbow blushed and landed on the ground, Twilight and the others turned their heads towards Bumblebee when they saw him place the fuse inside the defense mainframe. A lever popped out of the ground as Bee brought his hand towards it. He slowly brought it down and watched as the entire city began to change with cannons popping out of all the upper portions.

"Finally..." Twilight muttered under her breath.


The computers flashed all around as Ultra Magnus, Kup, and Blurr were paying ever so close attention to Bee placing the fuse inside. They witnessed from Bee's optics as he looked up and saw several cannons and auto turrets activating and shooting at the attacking Decepticon forces.

"Ultra Magnus sir, the city is flowing with Energon yet again from all upper decks to the lower platforms. As you can see from the defense turrets, they are already taking action on attacking the Decepticons." Blurr explained with that speedy voice of his.

"That's the best news we've heard all day, Blurr." Ultra Magnus said and flinched when another explosion was heard inside the base, they were still under attack after all.

Kup turned away from the computer and faced Ultra Magnus when he asked, "Okay the city is up and running under Autobot command yet again, now how in Primus' name do we activate the one thing we need in winning this war?"

Ultra Magnus faced the computer again and saw Bumblebee staring at a giant cannon being transformed not too far fom him. He frowned and said, "Optimus brought him back to life somehow.....maybe.....maybe if Bee goes back; he can locate the entrance that leads to the bowels of the city.....and hopefully....he finds what we're looking for."


Bumblebee and the mares watched as the giant cannon transformed in front of them; but stopped when it was in possision.

"Hey," Pinkie began, "isn't that thing supposed to attack the Decepti-meanies?"

On cue, Ultra Magnus' voice answered.

"Bumblebee, you did a good thing for the Autobot cause. Now how about you have some fun, you see that giant cannon in front of you?"

Bumblebee nodded eyeing the cannon up and down.

"Take it for a spin and wreck a Decepticon for me. After that, travel the city and take out any remaining Decepticons there. Ultra Magnus out."

Bumblebee smiled deviously as he made his way towards the cannon. The six mares followed him as he made his way towards a square like platform. Bee stood on the platform and too the ponies amazement it began to fall to the ground slowly. He quickly looked at them and motioned the ponies to follow him.

Fluttershy jumped down and landed in Bee's arms. Twilight grabbed Rarity and Pinkie as she teleported to Bee's position with them. Rainbow Dash picked up Applejack and flew down to meet the rest of her friends who were waiting for them.

They arrived in a glowing red hallway that sparked everywhere. Bumblebee placed Fluttershy with the rest of her friends and made his way forward. Before any of the mares could take a step, a deep voice filled their ears.

"ARTILLERY OFFLINE."

Bee turned back to make sure his friends had followed, he soon made his way to a tiny drop into another deeper area. He turned the other way and saw Twilight and the rest of them standing by his side. He jumped down and held out his arms while Twilight, Pinkie, Applejack, and Rarity jumped into his arms. He gently placed them on the ground and saw as Fluttershy and Rainbow Dash flew to meet up with them.

Bumblebee faced the continuing hallway and ducked under some circuitry, the ponies stayed close to him not knowing what to expect in these scary hallways. Bumblebee came to a stop and turned left to see the end of the hallway......with the door he was looking for.

Bee rushed forward and preid open the doors with his hands. He ran inside with the ponies trying their best to keep up. All six of the mares almost fell off the little ramp but turned right and galloped into the new area Bumblebee had just ran into.

Twilight cringed when she stepped outside into the burning sunlight.

All of six of them saw Bumblebee sitting on that giant connon thing and aiming downwards. Pinkie rushed forward and looked down.

"Woah, check this out!" Pinkie shouted.

The rest of the girls trotted forward and looked down. Each of them said their own version of woah.

Hundreds by hundreds of Decepticons were rushing their way, followed by tanks and flying machines. A loud screech filled thee air which caused the Element Bearers to look up and see the Autobot Sky Lynx flying away from several Decepticon ships.

As he flew over them, Twilight could hear his insults.

"You think you can catch the great and powerful Sky Lynx?! Bring it on!"

This Autobot really liked to brag a lot, and what he just said about himself reminded Twilight of Trixie the unicorn. The Great and Powerful Trixie.....the Great and Powerful Sky Lynx.

'Ughhh....their's always one of them.....even on different worlds.' Twilight thought to herself.

Twilight's thoughts were interrupted by Rarity poking her shoulder and seeing all her friends facing to the left. Twilight did the same and backed away with her friends when they saw what Bumblebee was doing.

Bumblebee sat on what appeared to be some kind of seat and he was lifted by it. Bee sat perfectly in a good possision and began typing on his little keyboard in front of him. The next thing that happened caused the six mares to flinch.

The gigantic cannon begin to spin as a giant red ball of energy exploded out of the nozzle; causing all the ponies to cover their ears. The ball of energy collided to a Decepticon transport ship and destroyed it immediatly. Bee smirked and continued the assault. Rainbow Dash's ears got used to the explosions and she flew over to the side to see what kind of damage Bee was causing.

It was incredible.

The tattered battlefield below filled with hundreds of Decepticon troops and tanks were no match to Bumblebee's massive cannon. With every shot, many Decepticons flew into the air and landed on the ground dead. After another tank exploded, Rainbow Dash was getting over excited and began shouting.

"WOOOHOOOO!!! Show those Decepti-creeps, Bumblebee!"

As Bumblebee continued to rain fire on his helpless enemies, the other mares came to Dash's side and saw what she was seeing. It certainly was incredible. Bumblebee fired another blast and destroyed a Decepticon transport ship. This caused the ponies to cheer him on.

"Go Bee, go Bee, go Bee!" Pinkie Pie cheered and made a circle formation with her hooves.

"Show them varmints whose boss!" Applejack screamed and waved her hat in the air.

Rarity faced the onslaught in disgust and whined, "Normally I wouldn't prefer such horridness to be shown in front of me but......SHOOT THEIR HEADS OFF!!!"

"yay." Fluttershy whispered.

Twilight faced Bumblebee and shouted, "Bumblebee, you're doing it, I see the Decepticons retreating!"

It was true, the Deceticons realized that this was not worth it and began running away. The tanks drove off and the air ships began flying over while Bumblebee took out the stragglers. The cannon stopped spinning as Bee read the words on the screen.

OFFLINE.

The seat allowed Bee to land back on the platform where he was greeted by Rainbow Dash giving him a hoofbump.

"Good shooting, dude!" Rainbow congratulated him. Before Bee could ecknowledge her, his comm link activated.

"Great shooting, Bumblebee, the Decepticons are retreating but not the dropships. Sky Lynx is too busy holding off the stragglers so you have to take out all the remaining Decepticons in the city. After that is done, await further orders. Ultra Magnus out."

Bee nodded and motioned his pony friends to follow, they nodded and got close behind him. But when Bumblebee passed through the entrance he had come from.....

......the door closed on its own.

Twilight, Fluttershy, Pinkie Pie, Rainbow Dash, Applejack, and Rarity gasped and knocked on the door with their little hooves as hard as they could. Bumblebee looked back and saw the ponies weren't with him but trapped on the other side.

In panic, Bumblebee punched the door as hard as he could but nothing happened. Before he could do anything else, his comm link activated again.

"Bumblebee, I saw everything, you have to get to the ponies now before something happens to them!"

Bumblebee nodded and turned around, he had to find another way around so he could reach them. Before Bee sprinted off, all he could hear where the screams of the little ponies he had to protect.


Applejack bucked the door as hard as she could but screamed in pain when her hoof only made a loud clang and not denting it at all. With a little limp, Applejack sat on the ground and rubbed her soar leg. Rarity kept screaming as loud as she could while Rainbow hit the door with her shoulder in an attempt to open it. Twilight pulled her down before she could hit it again.

"Rainbow, it's no use, that door's not opening no matter what we do!" Twilight yelled.

Dash scowled and crossed her hooves in defeat. Oh how she hated losing. Fluttershy wailed in despair and repeatedly hit her hoof on the door, tears were on her face when she heard the footsteps getting quieter.

"He left us!" Fluttershy screamed and cried in her hooves. Pinkie Pie nuzzled her friend to calm her down a bit.

Twilight turned towards the timid pegasus and said, "Don't worry, Fluttershy, you know Bumblebee, he would never leave us, he's probably finding another way around."

Rarity calmed down and slowly said, "But.....what if....he can't find us?"

Twilight looked down at her hooves and finally realized it. If Bumblebee couldn't find them, they were going to die on this planet and never be able to stop Discord. His chaos would spread all over Equestria and probably through the galaxy. Discord was going to win.

Twilight looked at her closest friend and prepared to speak.

"I......maybe he can......I....I don't-"

Her words were interrupted by a deep howl.

The mares got closer together when the howl spread over all of them. They were shivering at this point but Rainbow Dash would not be known as a coward. She stood up on her back hooves and punched at the air.

"Show yourself! I dare you to fight me!"

But nothing dared to fight the cyan pegasus, nothing dared to even harm her, it was to do something that shocked them to the bone.

The wall right beside the door sank into the ground. The six mares flinched and turned around to see a staircase transforming and leading downwards into another area deep into the insides of the city. The brave lavender unicorn looked down the staircase and prepared to take a step.....only to be stopped by a hoof on her chest.

Rarity got her face in front of Twilight's and shouted, "Twilight, don't go into that horrid place! You don't know what's down there, it could be more of those brutes!"

Twilight pushed her friend to the side and stared at the staircase that led to the bowels of this massive city. She breathed in deeply and spoke her mind, "...I...I don't know for sure, girls, but...I think we should go down there...."

Applejack gave a Twilight a look as if she was crazy and said, "Are you nuts?! This world is tryin' ta kill us!"

Twilight nooded and said in an audible whisper, "I guess I am nuts."

With that, Twilight took one brave step forward on the first step. Her friends backed away as if an explosion was iminent, but nothing happened. Twilight smiled and with a little gulp, made her way down the staircase. She looked back slightly and saw her friends in the same exact possition.

Twilight frowned and prepared to take another step.....

......only for her face to be filled with pink.

"I'll help you, Twilight! I mean if you're going somewhere without my genius, you'll get lost and probably die in there!" Pinkie Pie shouted.

Twilight giggled and said, "Oh what would I do without your genius, Pinkie Pie?"

Pinkie beamed and made her way into the entrance. Twilight turned back and actually saw the rest of her friends going down the stairs. As they passed, Twilight gave each of them a thankful nod excpet Rarity who shivered and followed behind Twilight.

As six mares passed, the door shut behind them. Fluttershy squeaked in fear and banged her hoof on the door. She was whimpering at this point when she realized they were now trapped in this unknown area. Before Fluttershy could break down into tears, she felt a soft hoof pull her into an embrace.

Rainbow Dash stroked Fluttershy's mane with such calmness that it caused the little pegasus to stop shivering. Rainbow looked into Fluttershy's eyes and said, "It's going to be alright, 'Shy. I'll be with you the entire way."

Fluttershy wiped her nose and smiled, "Thank you, Rainbow Dash, thank you."

Rainbow nodded and held Fluttershy close as they caught up with the rest of their friends who had waited for them.

The Element Bearers made their way into the dimly lit hallway. Twilight led the way followed by Applejack, Rarity, Pinkie Pie, Rainbow Dash, and Fluttershy.....who cuddled close to Rainbow the entire time. Twilight actually had to agree with Rarity, this place was indeed creepy. But luckily they were headed for a lit hallway

Until a large door closed right in front of them followed by another deep howl.

The six equines got closer together and looked around as they noticed they were trapped......but not for long. A massive door to their left began to light up in the little crack in the center. The light lit spread as the door opened its sides and showed the cowering ponies what was behind it.

"That's a pretty long drop..." Rainbow muttered holding Fluttershy closer.

"Come on, girls." Twilight said and grabbed Applejack and Pinkie Pie as she teleported to the ground below with her two friends. Rainbow Dash and Fluttershy picked up Rarity and brought all three of them to the ground.

When all her friends had made it, Twilight turned around only to be greeted by a closing door.

"Great, Twilight, we're trapped again." Rarity muttered.

It was true, all the doors had closen and glowed red. But Twilight was not paying attention to that, she was more intwind with her taira glowing soflty. She looked to her left and saw Pinkie Pie's necklace and Fluttershy's necklaces glowing as well. All her friends' Elements were glowing dull at this point.

"What going on, Twilight?" Pinkie asked staring at her necklace.

Twilight's answer came from a very deep howl filling the room. All the mares got closer except Twilight who was looking around the room intrigued. Rarity looked over and whispered sharply, "Twilight, what are you doing?"

Twilight looked back at her friends and then the rest of the dmily lit room.

She answered, "I got a strange feeling.......the Elements react to this....thing. Maybe...this thing......is alive."

Any confusion before was forgotten, this confusion rocked each of the ponies' minds except Twilight's. Applejack stood by her and gave her an 'are you kidding me' look.

"Really, Twilight?" Applejack asked her, "How can THIS," Applejack knocked on the metal wall with her hoof twice, "be alive?"

Twilight ignored her southern speaking friends question and walked up forward; staring at nothing in particular, she spoke clearly and loudly.

"If you can hear me..."

"Oh here we go." Rainbow Dash groaned.

Twilight frowned but continued, "If you can hear me...you somehow react to the Elements of Harmony. I don't know if your alive or not but please......we really need to get back to our home world.......we need all the help we can get."

After several seconds of continued silence, Dash was about to say something smug until a deep howl filled the room yet again. All the mares' attention was brought to their rights when the door suddenly glowed blue and slowly lifted itself up.

Twilight was first to look down the dark area followed by the rest of her friends. The equines took a step back when another staricase transformed downwards into the unknown darkness.

Rainbow Dash was the first to speak.

"Okaaaay, there is some paranormal crap going on here."

Pinkie Pie gasped and shouted, "Dashie, watch your language! You could scare away the young readers!"

All her friends gave Pinkie the oddest expression they have given all day, Twilight looked directly at Pinkie and asked, "Pinkie, what are you talking about?"

Pinkie Pie raised an eyebrow with a smile and said, "Well the young readers of course! All the people who are reading this fanfiction made by JDPrime22!"

"Who the hay is JDPrime?" Applejack asked.

Pinkie beamed and said, "Oh I met JDPrime before, he's super cool and totally-"

She was silenced by a hoof to the mouth by her friend Rainbow Dash. Rainbow frowned and said, "Pinkie, I REALLY don't want to listen to this anymore. Can we just keep going or whatever?"

Pinkie Pie nodded and spit Rainbow's hoof out of her mouth. After the confusion left, Twilight gulped and took one brave step into the dark steps below. The rest of her friends followed with Fluttershy clinging on to Rainbow Dash. Just before Twilight could take another step, a bright light lit up the hallway they were walking to.

The six ponies flinched and stared at the bright light. Twilight gulped and continued to walk forward with her friends closely behind. When they came to the end of the staircase, they shielded their eyes when they turned the corner. The light was so intense that if they looked directly in, they would be blinded.

"So.....we just go to the light?" Rainbow asked.

"Ah thought we weren't supposed to go to the light." Applejack answered.

"That's only if you have a near death experience." Twilight said.

Rarity gasped and shouted, "Are we dead?!"

"No, Rarity," Twilight assured her with a hint of annoyance in her voice, "were are not dead......I guess we just have to go forward."

"Okie dokie lokie!" Pinkie shouted and began hopping forward. The rest of her friends followed while still shielding their eyes from the blinding light. Twilight stopped and so did her friends when the same deep howl echoed through the bright room.

Twilight squinted her eyes and caught something coming out of the ground in the middle of the room.

A lever.

The six mares got a closer look and realized that it was indeed a lever. Rainbow Dash frowned and shouted, "A lever? We came all this way for a LEVER?!"

"Now calm down, Rainbow Dash, obviously we were brought here by this.....thing....to pull this here lever, right Twilight?" Applejack asked.

Twilight was still staring at the lever and almost ignored her friend's question. She shook her head and said, "OH...oh yes...yeah I guess we do have to pull it, Applejack." Twilight looked back at her friends and began to explain how they should do this since the lever was gigantic.

"Okay, Applejack and Pinkie Pie, you two have to buck the lever so we could get it started." Twilight said.

Applejack and Pinkie nodded and began walking towards the lever, they got in position ready to buck the lever with their hooves. Twilight turned towards Fluttershy and Rainbow Dash.

"Rainbow and Fluttershy, can you push the top of the lever while flying to help out AJ and Pinkie?"

"In my sleep!" Rainbow shouted, Fluttershy mearly nodded as both pegasi flew up to the back of the lever and placed their hooves on the handle.

Twilight pointed at Rarity and said, "Rarity and I will use our magic to pull the lever while the rest of you push, everypony understand?"

"Right!"

"Right!!!"

"Sir yes sir!"

"Okay."

Rarity simply nodded and stood in front of the massive lever with Twilight. The lavender unicorn's horn began to glow as a purple aura of energy formed on the handle of the lever. Rarity did the same as both of the unicorns' magic was combined.

Twilight looked up and shouted, "Now girls!"

Applejack and Pinkie Pie bucked as hard as they could on the back poles of the lever. They actually moved it a little as they were now pushing on it with both of their strengths combined. Rainbow Dash and Fluttershy pushed as hard as they could and pumped their wings to the limit only to move the lever a few inches. Twilight and Rarity began sweating as they struggled over the rusty lever with their magic.

"Keep pushin', Pinkie Pie!" Applejack yelled with sweat streaming down her face.

"Okie.....dokie....lokie!"

Dash looked over and saw Fluttershy obviously struggling.

"Come on, Flutters! Pump those wings, girl!" Dash chanted.

"I'm trying, Rainbow Dash!"

Rarity began whimpering at this point from the lever barely moving. She looked over at Twilight and was amazed to see her tiara glowing brightly.

"Twilight, your tiara!" Rarity screamed.

Twilight looked up quickly and saw it indeed. Her tiara was glowing with bright purple energy, she looked over and all her friends' Elements were doing the same. Whatever they were doing, the Elements were acting crazy. Another deep howl echoed the room as the mares were pushing the lever downwards closer and closer.

"We almost got it!" Twilight screamed and focused all her energy on this single pull. Rarity did the same and yelped when she fell to the ground.

Rainbow Dash and Fluttershy pushed their hardest and flew forwards when the lever shot down. They almost landed on the unicorns but caught themselves in mid-air just in time to look back. Applejack and Pinkie Pie collapsed in exauhstion and weakly looked back to see the lever slowly shrinking to the ground.

What happened next was the most shocking thing that had ever happened to the Mane 6 on planet Cybertron.

The howl grew even louder and the room began to tremble. The mares got close together not knowing what was going on. The strangest thing happened next, a blue wave of energy overcame the entire room and Rainbow Dash looked at her hoof and found her outline to be light blue and her velvet skin to be dark blue.

"Twilight, what in the name of Celestia is happening?!" Rainbow screamed observing her hoof over and over.

Twilight took a while to answer as she almost fell on her face from the transforming room. She looked around and saw the walls shifting and about to overcome her and all her friends.

"I DON'T KNOW!!!!"

The last thing the six ponies saw was the bright light going dim and the room transforming in front of them.

Then all was black.


Outside in the city, Decepticons were running rampant, they shot at any Autobot trying to attack them and stopping any assault that the invading Autobots tried to commit. But before any other Decepticon could continue the assault or any tank could fire another blast.......

.......the city transformed.

The ground rumbled and the buildings shrunk down. Several Decepticons fell through the ground that broke apart in a straight line. Several buildings joined together as one and formed a large body, out of the body came a giant red light that spun up with such intensity it caused several Decepticons to actually scream in fear.

The remaining buildings built themselves up and formed large black pillars. Several Decepticons were still hanging on for dear life until they eventually let go and fell to their fates. The white buildings locked in place and opened up, out of the hole came a large cannon!

The black pillars grew higher and bigger with each passing second, red lights appeared all over the outside of the city walls as more Decepticons fell to their deaths. Two long red blasters came out of the top of this massive structure and lit up a glowing red.

The buildings formed together to a long powerful arm, the arm opened up at the end and a gigantic HAND appeared! The fingers popped out and the giant black fist clenched itself! A massive black cannon appeared at the top of the massive structure, but the most amazing thing that happened that fateful day......was the gigantic head the popped out of the top!

After all structures were set and locked in, an Autobot symbol glowed on the chest of this colossus and the massive foot lifted itself up and crushed a Decepticon tank. The tank exploded immediatly as this gargantuant Autobot was complete.....


Twilight Sparkle, Fluttershy, Rainbow Dash, Pinkie Pie, Rarity, and Applejack have never been more terrified in their entire lives. They had no idea where they were or if they were dead or not, but Rainbow Dash knew one thing for sure: if she was dead she was going to haunt Twilight for making her come here.

But their deaths never came.

Only sunlight.

The six mares cringed at the exposure to bright rays of sunlight on their eyes that were so used to the darkness of the city debts. Bu they got used to it and finally realized that they were on something hard and black. Twilight looked around and actually saw the ground becoming smaller.

They were being lifted up!

The six mares turned their attention to what exactly was lifting them up. What they saw was nothing they had ever seen before....or even thought could exsist! On this world were Transformers, massive robotic beings with many abilities, but since Cybertron was a big planet......it had to have big Transformers.

That's exactly what they witnessed this day.

This.....thing was the biggest and most massive structure they had ever seen in their entire lives. It couldn't be real it just couldn't! But it was. As Twilight and her friends were slowly lifted up, she had enough time to study the head of this monster. It had a snow white face and a black forehead, it had two red devil horns on its head but just like Optimus', they didn't seem threatening. Its eyes were black but going down its eyes were long black slits that looked like streams of tears. Its mouth was also a black slit with glowing red lights on it.

As the six mares suddenly came to a stop in this massive hand, all of them were too shocked or too scared to move or even breath as this monster was staring at them. Twilight began to stand back up and so did the rest of her friends......

.....until the black eyes lit up red.

The mares yelped together and fell on their stomachs with their eyes covered by their hooves. After many seconds of silence, nopony could have the bravery to look up. All were too scared to know what this monster would do to them.

Twilight slowly moved her hoof away from her eye and looked downwards avoiding the sight of the head, her attention was brought to the glowing red Autobot symbol on the chest of this beast.

An Autobot.

Twilight's breathing slowed down as did the other girls when they saw their book-loving friend slowly lift up her head. Twilight still laid on her stomach as her head was brought back up to this Autobot holding her and her friends.

This thing didn't seem dangerous, although it was very scary, it wasn't going to hurt them. As each of the ponies slowly brought up their heads to stare in awe at this gigantic Autobot, the most amazing thing happened.

It spoke......IT........SPOKE.

When it said these words, Twilight knew that their fates were going to change on this world for the better.



"METROPLEX HEEDS THE CALL OF THE ELEMENT BEARERS."

Chapter 24: Heed the CallEdit

"METROPLEX HEEDS THE CALL OF THE ELEMENT BEARERS."



What?


That's the only word that ran through Twilight's mind when this Autobot said those eight words. Heed the call, what kind of call? Still, Twilight couldn't help but wanting to ask what this Autobot's deal was. With a deep breath and a loud gulp, Twilight Sparkle struggled over her words when she asked the Autobot one question.


"Y-y-you h-heed our c-c-call?"


The massive Autobot didn't answer and simply stared at the tiny ponies lying in his hand. He focused on the white one looking up and asking, "And....what call...might that be?"


Now it was his turn to answer.


The six ponies flinched when this Autobot answered in a very deep voice, his mouth didn't move which was very strange when it began to talk.


"FOR MILLIONS OF YEARS, I HAVE BEEN IN DEEP STASIS AFTER I GAVE MY LAST SPARK TO OPTIMUS PRIME AND HIS TEAM WHEN THEY LEFT CYBERTRON."


'Okay, that makes sense, why didn't Optimus tell us about this?' Twilight thought to herself as the Autobot continued.


"BUT THANKS TO YOU SIX, I LIVE YET AGAIN AND WILL USE MY PRECIOUS TIME TO DESTROY ANY DECEPTICON IN MY PATH UNTIL CYBERTRON IS SAVED."


"Coool..." Rainbow Dash whispered to herself only to be silenced by the Autobot continuing to talk.


"BUT I WILL NEED ASSITANCE ON THE WAY, AND SINCE YOU SIX HAVE AWAKENED ME, I AM AT YOUR COMMAND."



"Oh.....my.....Celestia..." Twilight muttered to herself as if trying to process those exact words correctly. It just said 'I am at your command'. That means they control this monstrous Autobot! But what do they tell it to do and why would it ever listen to them and-


Her thoughts were interrupted by a poke on her shoulder; she turned to see Rainbow Dash and the rest of her friends looking at her with wide eyes and wide smiles.


"Did you hear that?" Rainbow asked, "This thing will do whatever we say!"


"Yeah.....that's incredible." Twilight answered still shocked. Pinkie Pie jumped in and bounced around her friends happily.


"Oh oh oh, I want to tell it do something. Can I, please please please please please!?" Pinkie begged.


"No Pinkie," Twilight flatly said, "you're just going to make him sing a song or do a funny face or something."


Pinkie looked up and retorted back, "What are you some kind of mind reader? Because I totally was and-"


"AWATING YOUR ORDERS."


The mares brought their attention back to the Autobot titan that was watching them with intent.


Now was the time to act.


Twilight nodded to her friends who nodded back knowing Twilight would explain everything. She stood back up on all fours and stared into Metroplex's red eyes, with a single gulp she began.


"Well, we really need to get back to Ultra Magnus..."


The titan looked back up from the orders given from the ponies that had resurrected him, "ULTRA MAGNUS.....LOCATING...."


Metroplex looked beyond the tattered battlefield that lay before him, he looked beyond the Sea of Rust, and he looked beyond all that Cybertron had to offer....until he found it. The Autobot base under heavy attack from many Decepticons, inside the base was the Autobot Leader; Ultra Magnus.


"ULTRA MAGNUS FOUND. APPROXIMATE LOCATION: 64.8 MILES."


Metroplex looked back at the tiny ponies in his massive hand; he began to lower them to the ground as he was explaining what he was going to do.


"I WILL GET YOU TO ULTRA MAGNUS, STAY CLOSE BEHIND ME FOR I WILL CLEAR YOU A PATH."


As Metroplex lowered his hand to the ground, the mares looked over and saw his gigantic fingers lowering. Applejack peeked over and all she saw was a giant hill with what appeared to be black platforms spread around the area. After several seconds, the six equines finally realized it was their time to get off.


Rainbow Dash and Fluttershy hovered themselves to the white ground below while Twilight teleported her and the rest of her friends by the two pegasi. Twilight looked back up at Metroplex who was beginning to walk left; with each step he took a massive tremor rocked the ground.


Twilight faced the hill again and an explosion caught her eyes, she looked up and saw several Decepticons still roaming the city with ships flying. She looked back at Metroplex and screamed, "WAIT!!! There are Decepticons everywhere, how do WE make it?!"


Metroplex turned back slightly and answered the lavender unicorn, "LEAVE THEM TO ME, YOU MUST FOLLOW ME IN ORDER TO GET BACK TO ULTRA MAGNUS."


That was all she needed to here.


Twilight turned back towards her friends and shouted, "Follow me, girls!"


"Very well."


"Okay, Twilight."


"Yes sir, ma'am sir!"


"Whatever..."


"Shoot, Twilight, where else would we go?"


Twilight took all those as an okay and faced the deep hill in front of them, with a deep breath she took off towards the hill and almost fell from how steep it was, she soon regained her footing and found herself galloping down the hill. Rainbow and Fluttershy simply flew after Twilight, Applejack stood up on her back hooves and shouted, "Yeeha, lets ride!"


With that, Applejack, Pinkie Pie, and Rarity took off down the hill and almost fell just like Twilight. They all found themselves galloping at intense speed from the steep hill and soon caught up to their lavender friend.


Twilight smiled when her friends had caught up to her and were ready to face anything now that they had this Autobot titan protecting them.....they soon lost that feeling when they turned right.


There they saw several Decepticons all lined up and shooting at the skies for some reason unknown. The six ponies stopped and cowered in fear when some began to look at them. Any type of bravery they had been lost when the Decepticons turned their way.


One of the Decepticons pointed at them and shouted, "Those are the freaks that re-awakened Metroplex, kill them!" They didn't have Bumblebee here to save them this time when the Decepticons moved in on the helpless equines.


Instead of death coming to the ponies, was pure amazement.


The mighty Metroplex came from the right and brought down his fist on the Decepticons overcrowding the Element Bearers' path. The ponies closed their eyes when the dust finally reached them from gust of wind that the fist had created. When they opened their eyes, they saw Metroplex slowly lift up his fist; several pieces of dead Decepticons fell off as Metroplex got to full height.


The mares were still in shock as Metroplex turned around and began swinging his fists at the Decepticon dropships in his way. Several explosions appeared around Metroplex as he slowly made his way forward to the city.


"Whoa, look at that big guy go!" Rainbow Dash squealed and watched in awe as Metroplex shot from his arm cannons at some unknown enemies...possibly Decepticons.


"We can watch later, Rainbow Dash, for now we have to follow Metroplex!" Twilight shouted and galloped down the very large road in front of them. The rest of her friends followed and squinted when they realized they were approaching a bridge.


The six friends stopped at the front of the bridge when they saw many Decepticons on the bridge and attempting to shoot Metroplex, except all of them screamed in fear when the mighty Autobot titan brought down his foot on the bridge, destroying it in seconds along with every Decepticon on it.


"FOOLISH DECEPTICONS." Metroplex said and made his way down the city. Applejack looked over and saw the bridge completely destroyed and no way across.


"Oh great," Applejack shouted, "now how are we gonna make it across!"


"Yeah, I mean, Rainbow Dash and I aren't strong enough to lift all of you, and Twilight can't use her teleporting spell to get ALL of us across safely." Fluttershy explained.


Just when they thought all hope was lost, a red dropship appeared in front of them.


The six mares believed it to be a Decepticon dropship but sighed in relief when the side door opened and an Autobot stepped out. He pointed at them and shouted, "Hurry jump on! The Autobots are invading the city now that Metroplex is awake!"


The dropship lowered itself to the ground and allowed all the ponies to pile in. When they stepped inside, Twilight noticed that there were only five Autobots in here along with the pilot. One of them closed the door and said, "Now hold on tight!"


Twilight and her friends clung onto the closest thing they were sitting by; Fluttershy looked up and realized she was clinging onto the leg of an Autobot soldier. The soldier looked down at the yellow pony and saw her blush behind her pink mane.


The pilot looked back and said, "It's okay, we're safe now."


The Autobots sighed in relief and looked around; one of the soldiers saw the lavender pony looking at all them with big eyes. He smiled and asked, "So you're the ones who brought the mighty Metroplex back to life?"


Twilight and her friends nodded slowly, the soldier chuckled and said, "Nice, now we might have a fighting chance."


Another soldier looked from his blaster to the Autobot that just spoke and said, "Oh yeah, what chance do we think we have against the Decepticons?"


Before the soldier could answer back, the dropship rumbled and a massive tremor spread through the ship. The ponies fell to the ground and tried to regain their structure as they heard the pilot shout, "We're hit! We're hit! Everyone brace for landing!"


But they couldn't brace for impact when they suddenly crashed to the hard metal ground below.......


...........and then everything was black.






Rarity was so dizzy. As the white unicorn slowly opened her eyes, she found out she was covered in debris and shattered pieces of metal. She whined softly as she moved her hoof through her mane, she felt pieces of scrap in her elegant and beautiful mane. Her whine began to grow louder when she realized her mane was ruined from all this horridness.


As she lifted herself up, she felt a sharp pain in her head. Lifting her hoof, she gently touched her head and looked at her hoof that was covered in blood. Her simple whine turned to a scream.


That little scream was just enough for the Autobots to hear and lift off the rubble. Rarity cringed at the bright light hitting her eyes but slowly adjusted when she saw an Autobot reaching for her.


She allowed herself to be picked up gently by this Autobot. Her whines turned to whimpers and soon tears when she realized she was hurt. But she soon stopped crying when a metal hand slowly patted her on the head and softly rubbed her mane.


Rarity looked up from tear filled eyes to see the Autobot soldier softly rubbing her mane with his hand; Rarity didn't want to admit that it felt good but simply smiled.


The Autobot leaned in and said, "We're going to get you and your friends out of this madness, I promise."


Rarity's smile turned to an expression of pure shock when the head of the Autobot exploded sending Energon everywhere, even her white coat!


Rarity felt herself fall to the ground and land on her back with a hard thump; she looked up and saw the Autobot that had saved her lying on the ground dead. Now she just felt heartbroken.


"Let’s move, Decepticons!"


Rarity looked up and saw a Decepticon move forward and kick the dead Autobot in front of her. Her breathing increased when it brought its attention to her. It chuckled softly and pulled out a long sword, making its way towards the cowering unicorn.


As the Decepticon lifted up its sword, its chest exploded as the Decepticon was sent backwards. Rarity looked back and saw another Autobot with a smoking barrel at the end of his blaster. The Autobot looked down and motioned his hand forwards.


Rarity looked down and saw her friends racing towards her, when they finally reached their friend, all of them were in a massive group hug. Rarity whimpered but was glad that she was re-united with her closest friends.


"I'm sorry to break up this little love fest..."


The six ponies looked up and saw three Autobots hiding behind a pillar, the first one looked at them and said, "but you six might want to take a look at this."


Twilight, Fluttershy, Rainbow Dash, Pinkie Pie, Rarity, and Applejack slowly looked from behind the pillar and gasped at the figure that was literally tearing up the Decepticons.


There was Metroplex, overlooking the ground all the Decepticons were on. He lifted up his fist and brought it down on the ground in front of him, killing any Decepticon that was under his wrath. Metroplex lifted up his fist and swatted at the dropships that were surrounding his head. As the mares were lost in this titan obliterating these helpless Decepticons, an Autobot soldier looked at them and brought them back to reality.


"Those ponies re-awakened Metroplex?!"


"Yeah....can you believe it?!"


"No.....can't say that I do."


Twilight faced the Autobots and interrupted their little conversation, "Excuse me, but how do we get back to Ultra Magnus?"


The first Autobot looked at her and began to explain, "Okay look, what you have to do is go down that road there." He pointed to his right where a white road laid, "Next, there should be a bridge there, I don't know for sure if it’s destroyed or not. Anyway, pass the bridge and you will meet a group of Autobots who will lead you to where you have to go!"


"Got it!" Twilight shouted and was about to make her way towards the road, only for the voice of the Autobot to stop her in her tracks.


"Thank you.....Twilight Sparkle. You and your friends possibly won us the war with what you did."


Twilight smiled warmly at each of them and saw that her friends had already made their way down the road. Twilight galloped forward and soon caught up to each of them, when she turned her attention forward, she gasped when she saw Metroplex walk towards the bridge.


As the six ponies stopped at the edge, they did find the bridge to indeed by destroyed.


"Oh great, now how do we get across?" Rarity asked with a hint of whining escaping her lips.


Metroplex acted quickly.


"ALLOW ME TO ASSIST YOU."


With that, Metroplex opened up his hand and let all the ponies climb on. He brought his hand to the end of the bridge and brought his fingers downwards; forming a tiny bridge with each finger. As the mares climbed off and onto another platform, Rarity looked back with a smile and said, "Thank you, darling."


Metroplex answered, "IT IS AN HONOR TO SERVE YOU, ELEMENT OF GENEROSITY."


As Rarity made her way inside the structure with the rest of her friends, Metroplex began to walk away and continue holding off any Decepticon trying to hurt him or his new masters.


Twilight, Fluttershy, Rainbow Dash, Rarity, Pinkie Pie, and Applejack had made their way inside the breaking structure with ease, no Decepticon had got in their way as they quickly galloped or flew up a flight of stairs. They came to an edge that overlooked an army of Decepticons from yet another bridge.


"How many of these guys are there?" Rainbow asked Applejack.


"How in the hay should I know?" Applejack retorted back.


Pinkie turned towards Twilight since she was the smartest one and asked, "How do we get rid of these meanies, Twilight?"


"I don't know, Pinkie, maybe Metroplex could take care of them." Twilight answered.


"But...how do we get Metroplex over here?" Fluttershy asked. Pinkie Pie stepped forward with her chest puffed out.


"I know, I'll just yell for him!" Pinkie exclaimed and took a deep breath.


"No, Pinkie Pie wait!" Twilight shouted, but it was already too late.


"METROPLEX, WE NEED SOME HELP TAKING OUT THESE DECEPTI-MEANIES!!!"


The Decepticons turned their heads to see the colorful equines watching them from a higher platform. They pointed their weapons and fired away. The mares took cover by hiding behind some debris, all the while Rarity was shouting at Pinkie Pie over the gunfire.


"PINKIE, why would you ever yell when there are those dreadful monsters close by?!" Rarity screamed but clutched her bleeding forehead in pain.


Pinkie shrugged and said, "I don't know, I guess the moment just called for me to be myself."


Before Applejack could answer to Pinkie's strange mind, she felt a horrid pain shoot through her back hoof. Applejack screamed in pain and clutched her hoof. Her friends gasped and tried to help her friend who had just gotten shot.


Blood was already seeping out as Applejack began to cry from the pain, Twilight tried to keep Applejack's head level so she couldn't see her wound, it would only make things worse.


As Applejack's cries echoed through the cities, an angry Autobot responded.


A loud tremor rocked the city around them, the firefight above stopped which was just enough time for Twilight and the others to look up and see the Decepticons now shooting right. The ponies looked right and saw him.....


.....Metroplex.


"NO ONE HURTS THE ELEMENT BEARERS AND LIVES." Metroplex threatened.


"Hit him with everything you've got!" A Decepticon shouted and fired at the mighty titan who merely lifted up his fist and destroyed the bridge with ease.


"AHHHHHHH!!!!"


Several Decepticons died in seconds as Metroplex brought his attention to the whimpering from behind a small pile of debris. Twilight and the others gasped as Metroplex brought down his massive head to see clearly at the orange pony clutching her hoof.


"ELEMENT OF HONESTY, ARE YOU OKAY?"


Applejack weakly nodded and said, "Yeah....ah'm fine...thank ya, Metraplex."


Metroplex nodded and went back to full height; he turned straight and continued to walk forward to continue his onslaught on the Decepticons. Applejack was lifted up by Rainbow Dash and Pinkie Pie, Twilight looked at Applejack and asked, "Applejack, are you sure you can make it the rest of the way?"


Applejack forced a smile and said, "Yeah, ah'll be fine, Twi."


With that, Twilight's horn glowed very bright and all of her friends found themselves at the bottom of the platform. Twilight opened her eyes and said without any expression, "Come on, girls."


Fluttershy and Rarity stood at the Twilight's sides while Rainbow and Pinkie had to help Applejack; she limped the entire way, from passed the door and passed the hallway. Right before the lavender unicorn could take another step, the sound of gunfire came.


The mares crouched down and prepared for anything that might happen; only when Twilight opened her eyes, she saw four Decepticons shooting at the air; not even paying attention to the cowering ponies behind them. But the thing that amazed them and possibly scared them was a giant black hand coming down and crushing the four Decepticons.


"JUSTICE."


Twilight Sparkle came out of the tattered hallway and saw Metroplex beginning to walk away. This Autobot REALLY was protecting them; then again, if she was in stasis for millions of years and somepony awakened her, she would do whatever they said.


While Twilight was thinking this over, Pinkie had just realized that there was no way they could all get over to that high platform, she didn't know for sure but her pinkie sense was telling her that is where she and her friends needed to go.


"Metroplex!" Pinkie shouted and bounced up and down.


The Autobot titan turned back around and looked at all the colorful equines until he recognized the voice coming from the pink one.


"HOW CAN I HELP YOU, ELEMENT OF LAUGHTER?"


Pinkie Pie pointed at the upper platform and asked, "Can you help us get up there pretty please?"


"CERTAINLY."


With that, Metroplex lowered his big finger to the small platform they were already on, the mares climbed on with ease as the titan raised them to the higher platform, exactly where Pinkie wanted him to go. Pinkie smiled and shouted, "Thanks, Plexy!"


As all the ponies climbed onto the higher platform, Metroplex lifted up his head and began to walk forward, something had caught his massive optics.


With Metroplex gone yet again, the six friends found this opportunity to relax. Each of them sat down on the high platform; breathing in deeply and exhaling loudly. Twilight looked over and saw Rarity touching her now stopped bleeding forehead but still winced in pain on the touch. She turned slightly to the left and saw Applejack with tears at the rims of her eyes as she slowly rubbed her injured hoof.


Her friends were suffering.


She knew it was true, this world was corrupting them and hurting them, physically and emotionally. She never wanted any of her friends to get hurt, but there was nothing to do now but continue onwards. This world was killing them on the inside, but what could they do to Decepticons?


Nothing.




Twilight suddenly looked up when a small tremor caused her entire body to shake, followed by a recognizable voice booming throughout the tattered landscape.


"NO ONE SHALL HURT THE ELEMENT BEARERS."


Metroplex.


Twilight's smile came back on her face. Metroplex was the key to their survival, he was at their command and so far they had only told him to find Ultra Magnus and lift them over a few things.


No more.


Twilight put on a determined face and knew what she was going to do. She was going to order Metroplex like there was no tomorrow and allow him to destroy any kind of Decepticon that stood in their way. Everything just got serious.


Twilight stood back up and began to walk towards the new entrance to their next location when the soft voice of Fluttershy stopped her.


"Hey, weren't there supposed to be Autobots here?"


Twilight suddenly turned around and thought about Fluttershy's words. The soldiers did tell them that there would be Autobots here to lead them to their escape and back to Ultra Magnus. But there was nothing.


Right before Twilight Sparkle could answer, the sound of coughing and metal falling to the ground caught all their attention. All the mares got back up except Applejack who had to be helped by Rainbow Dash, they all walked to what appeared to be a long hallway but found it to be very short. They made a right and stopped when they came across a hole in the ground; the hole proceeded to another level in the building; where the coughing continued.


"This way, girls." Twilight said and took baby steps down the hole with her friends close behind. It took a while but Applejack soon got down with the help of her cyan friend.


They all came across another one of those strange machines...what did it call itself when Bee touched it?


Teletran...that's what it was called. Unknown to what it truly did, Twilight Sparkle took one step on the strange device to see what would happen. It amazed the unicorn.


The machine lit up from the touch of something on it; suddenly it spoke in a very robotic and deep voice.


"TWILIGHT SPARKLE, ELEMENT OF MAGIC, THIS IS AN HONOR."


When Twilight was about to do something else on this device that somehow recognized her, the coughing grew louder.


"Twilight, its coming from over here, get off that dreaded machine and let’s go." Rarity ordered and walked down the rest of the hallway and turned right. Fluttershy and Pinkie Pie followed while Rainbow Dash draped Applejack's hoof over her shoulder and carried her to the next position.


When Twilight sighed and stepped off Teletran, she gasped when it said these words:


"THANK YOU, TWILIGHT SPARKLE, AND GOOD LUCK."


The unicorn blushed slightly; all these Autobots and machines were thanking her, all because they re-awakened Metroplex. What they did must have been extremely important for all this to happen.


When Twilight Sparkle turned the corner that ended the hallway and brought about daylight, she gasped and got to closer to her friends with what they saw sprawled on the ground.


An injured Autobot.


As Twilight came up to face this Autobot, he slowly lifted his head and groaned in pain, his pain was replaced by relief when he saw the six ponies all safe and sound.


"Oh....thank Primus you all survived." The Autobot wheezed and clutched his chest that leaked Energon.


Fluttershy got closer and said in a weak whisper, "Do you think....you're going to make it?"


The Autobot slowly shook his head and groaned in pain, Twilight felt something she never felt before on these Autobot soldiers: sorrow. Sure she felt sorry for them but this Autobot in particular, with his glowing red visor and faceplate, touched her heart and almost broke it.


The Autobot looked at each of them and began.


"My team......we were meant to find you....and get you all out of here and back to Ultra Magnus. But something horrible happened......we were ambushed by 'Cons.......I am all that remains."


"No...." Twilight whimpered with tears in her eyes, the Autobot coughed and forced himself to tell them.


"But worst of all.......we saw Metroplex....and we wanted him to take out the attacking Decepticons........but he didn't listen!"


"What?!" Rarity and Twilight shouted at the same time.


The Autobot nodded and coughed up, "He won't listen to us.......but he'll listen to you...all of you. You must have him take out the 'Cons...before it’s too late!"


Twilight got in closer as the Autobot placed a wounded hand on her cheek.


"Now you and your friends are all that remain......and I'm sure of it...that the Decepticons will be afraid of you.....the Element Bearers...and they will never doubt your strengths. They will know..........that there is more to you..........than meets the eye."


With his final breath, the Autobot dropped his hand on the metal ground and went limp. His red visor went black along with the rest of his armor. This painful moment was lifted when Twilight Sparkle kissed her hoof and patted it on the shoulder of this brave Autobot.


After sighing silently, Twilight turned back to her friends and nodded, "Let's go take out these Decepticons."


They didn't need to be told twice. Each of the six mares made their way right and came to an opening with the sunlight pouring in. They shielded their eyes but got used to the harmful rays when they saw the epic battle unfold.


"Ha, one last Autobot!" An evil Decepticon shouted and moved closer to the limping Autobot soldier.


"NO! Stay back!!!" The Autobot shouted and began to crawl away. He couldn't move when the Decepticon pushed him over and pointed the weapon in his face.


"Not again." Twilight growled and looked up to see the familiar Autobot titan.


Metroplex moved forward but stayed behind the massive wall that separated the war zone from the rest of the city. The Autobot titan looked down to see the familiar equines. Twilight stepped forward and glared at the Decepticons below; she looked up and shouted as loud as she could.


"Metroplex, these Decepticons need to be taught a lesson! Take them all out!"


"ORDER ACKNOWLEDGED."


The strangest and probably most amazing thing the ponies had ever seen Metroplex do was when he faced the battlefield, clenched his fists, and shot several glowing red balls out of his giant black pillars that grew out of his shoulders.


The red balls soared down and literally disintegrated ALL the Decepticons that were once on the white ground in front of them. The dust cleared from the massive explosion and nothing remained from Metroplex's attack.


"That...was.....the COOLEST THING EVER!!!!" Rainbow Dash squealed and almost dropped Applejack.


Metroplex swung his fists in the air in front of him and destroyed a Decepticon dropship; several Decepticons fell to their deaths as Metroplex turned his attention to the six mares.


"GO DOWN THE BATTLEFIELD, AUTOBOT COSMOS IS THERE. ANY OTHER HELP YOU NEED, I AM HERE TO FULFIL MY DUTIES."


Twilight nodded in agreement and looked back at her friends; the look in their eyes told her that she was to lead the way. The lavender unicorn took off down the structure they were all on, down the white covered road, and stopping at a giant metal wall for protection. Twilight looked back and saw that her friends had followed without any trouble, except Rainbow Dash and Applejack who arrived shortly after.


"Why did we stop, Twilight?" Pinkie asked.


Twilight looked from behind the cover they were behind and immediately turned back, she looked at each of her friends and whispered, "That's why."


The other five mares looked over and grew massive eyes at what was witnessed.


Giant, four-legged Decepticon war machines were sprawled across the battlefield. Each of them were firing at the same location, a strange structure that was at the end of the road, that's where the mares had to go.....and those Decepticons were in their way.


"Metroplex!" Twilight shouted, "We need some help here! Take out those Decepticons to clear us a path!"


Metroplex faced the battlefield yet again and aimed his shoulder cannons forward.


"INCOMING MISSILES."


As Metroplex fired several projectiles at the Decepticons, the mares watched in awe as the missiles soared over them and destroyed the Decepticon war machines in seconds with a fiery explosion to go with it.


"That's showing them!" Rainbow Dash yelled while still holding Applejack.


Twilight looked slightly left and saw another one of the Decepticon war machine, "There's still one more!" Twilight looked back and saw Metroplex looking down at them with intent, she pointed at the war machine and shouted, "Metroplex, take out that target!"


He did just that.


After his missiles fired from his shoulder cannons, the missiles came down on the final Decepticon war machine and destroyed it instantly. The six ponies cheered now that their path was cleared, but their cheering died down when Metroplex began to speak.


"AREA IS CLEAR, DECEPTICON MARAUDER IS TERMINATED."


That was their cue.


Twilight, Rainbow Dash (while helping Applejack), Fluttershy, Pinkie Pie, and Rarity took off down the road to the building Metroplex told them to go to. All their hooves were getting filthy as they galloped down the white and dusty road; Applejack expected Rarity to start complaining again....but didn't hear a thing.


Applejack looked back and saw Rarity with a stubborn face; but not making a sound.


'Wow,' Applejack thought, 'looks like Rarity jus' gave up on her looks while we're on this world.'


Her thoughts were disturbed when she felt her injured hoof hit something hard and metallic. She winced in pain but calmed down when Rainbow Dash set her on a support on the ground. As Applejack lay there, Twilight looked up to see several Autobot soldiers and a familiar green Autobot.


"Cosmos!" Twilight exclaimed and walked closer to the Autobot who was just happy to see the ponies alive. The other Autobots were not as happy.......they were honored.


"Look, its Twilight and her friends!"


"Well I'll be.....this is incredible."


"Oh my Primus, they're alive."


As Rarity and Rainbow Dash walked by the Autobots only to be complemented more, Twilight made her way to Cosmos who kneeled down to reach her eye level so she didn't have to strain herself.


"We've been waiting for you, Twilight, you and your friends have done a great thing, and thanks to you, we can get you all out of here safely while Metroplex helps us take out the remaining Decepticons." Cosmos explained but was surprised when the pony shook her head.


"Metroplex won't listen to you...or any Autobot for that matter. He will only take orders from my friends and I since we awakened him." Twilight told the disappointed Autobot.


Cosmos sighed, "So we're slagged....Metroplex was the only thing that could win us this war and now-"


He was silenced by Twilight lifting up her hoof.


"I didn't say we wouldn't help you."


Cosmos tilted his head and asked, "What do you mean?" The Autobots only answer was the unicorn turning towards Metroplex and the Decepticon dropships that were arriving on the battlefield.


"Cosmos," an Autobot soldier panicked, "'Cons are everywhere! They'll be attacking any moment now!"


Cosmos faced three other Autobots and shouted, "Get these ponies out of here and take them to the location we designated!" Twilight stepped in front of Cosmos which surprised the Autobot. His bewilderment was only intensified when Twilight Sparkle frowned and said these words.


"No, we fight them together!"




"Wow...."


That was all that Cosmos could manage to say. These ponies.....awakened Metroplex, survived almost all the entire city, and fought Primus knows how many Decepticons, and yet they still wouldn't give up.


Cosmos nodded and pointed at the battlefield, "We need you six to direct Metroplex's attacks while we hold off the Decepticons!" Cosmos knew that was all the ponies could really do to help.


"Got it!"


With that, Twilight Sparkle stood up proudly at the top of the barrier, her chest was puffed out and her frown remained on her face. She watched as the Decepticon dropships slowly made their way to the ground and witness several Decepticon soldiers pile out and charge forward.


"Stand tall, Autobots, here they come!" Cosmos yelled and fired away with his X18 Scrapmaker. Several Decepticons were decimated by the powerful chain gun blasts that destroyed their armor in seconds.


Twilight paid no attention to the battle taking place before her, instead her attention was brought to the mighty Autobot titan looking around and watching as Decepticon firepower hit his metallic armor. Twilight took a deep breath and shouted her loudest.


"Metroplex, help us destroy these Decepticons!!!"


The titan looked straight down the battlefield and said, "DECEPTICON DEACTIVATION COMMENCING." Just as amazing as before, the missiles blasted their way out of Metroplex's shoulder cannons and destroyed the target Twilight had laid out.


"WOOOHOOO, that's showing 'em!" An excited Autobot soldier shouted.


"More Decepticons coming this way!" Cosmos shouted as he continued his attack on the invading Decepticon soldiers. Just as Twilight was about to have Metroplex attack again, Rarity's elegant voice rang through her eardrums.


"Twilight, get down!"


The lavender unicorn didn't have enough time to react when a Decepticon Marauder fired a missile directly at her. As the missile drew in closer, Twilight closed her eyes knowing she didn't have enough time to teleport away. But instead of death hitting her, it felt more like a push.


Twilight fell on her back and looked up to see Cosmos with his hand around her body.


"You gotta get to cover, Twilight, those Maruaders got their optics especially on you after what you and your friends have done!" Cosmos explained and got back up.


Twilight shook her head and focused on her surroundings. Pinkie Pie was cowering on the ground with her hooves over her eyes as the Autobots above her fired their weapons, Rarity was screaming her head off, Applejack just had her hooves against her ears to block out all the noise that was being made.....mostly Rarity, Fluttershy was doing the same exact thing Pinkie Pie was doing, and Rainbow Dash was busy running around in a straight panic.


As the unicorn brought herself up, she looked over the little barrier and saw Metroplex simply swatting at the air, the Decepticons on the other hoof were attacking nonstop, with Maruaders and dropships coming by the second.


With Twilight's courage gone, all she could do was scream out orders to Metroplex in complete panic.


"Metroplex, help us!!!" The unicorn screamed and immediately got back to cover.


The titan turned his attention to all the Decepticons trying to hurt his new masters. As he locked on to each of the Maruaders and dropships, Metroplex clenched his fists and fired away.


"CONSIDER IT DONE."


As Twilight Sparkle continued to cower underneath the cover of the barrier, all she could hear before the massive explosion were the screams of several Decepticons. A bright light caused her to open her eyes and bring herself up.


When the unicorn looked over the barrier, all she could see were the remains of the once active Decepticon soldiers. Everything placed in front of them was gone.


"How'd you like that, Decepti-creeps?!" Another soldier shouted in victory.


Cosmos stepped forward and brought Twilight out of her hiding place; he placed her on top of the barrier and looked at the war-torn battlefield in awe.


"They're all dead...." Cosmos said in amazement.


As Cosmos looked down at the purple equine, he noticed her expression was unfazed. Pure shock was easy to decipher on her adorable little face.


'Did that just happen?' Twilight thought to herself as she saw Metroplex swinging away at the Decepticon forces attacking him.


Her little funk was brought back to real life when she heard Cosmos shout her name.


"Twilight, we have to get you and all your friends to that plaza before more 'Cons show up!" Twilight shook her head and brought her attention to a gigantic building to her left that appeared to be tilting.


The next thing that happened was too fast to explain, all she could remember were seeing her friends by her side and somehow getting to that plaza in no time at all. She was too lost in thought to be paying attention to anything that was happening around her.


"Metroplex is firing missiles at us!"


Twilight gasped and suddenly realized they were in yet another firefight.


Perfect....just perfect.


Cosmos and several other Autobot soldiers were being held down at the entrance of this new area, she finally realized she was in a small corner with the rest of her friends. All of them were cowering with each other as Twilight could hear whimpers escape Fluttershy's trembling form.


It was indeed a scary moment, Decepticons were firing at them while the Autobots were trying their hardest to protect them, and all Twilight was thinking about was........


"Rainbow Dash!" Twilight screamed and looked over to see her cyan friend.


Rainbow heard her name being called and looked over at Twilight with a worried expression and tears in her eyes. Dash gave her a soft nuzzle and said in calming words, "It's okay, Twilight, we're all here together."


Rainbow Dash was surprised when Twilight pushed her away and shouted, "No not that, Rainbow. I need you to fly up to the top of that building up there, see it?"


Rainbow did indeed see it.


"Yeah...?"


"I need you to fly to the top and order Metroplex to take out all the Decepticons here; if you don't then we'll be stuck here!"


Rainbow Dash got back up and puffed out her chest, "Sure thing!"


With that, Rainbow Dash flew straight into the open with several Autobots yelling at her to get back inside.....all except her friends who were wishing her good luck.


Rainbow Dash didn't need luck.


As the cyan pegasus made her way to the top of the building just like Twilight had instructed her to do, she tried her best to dodge all the bullets that had flown right by her from the Decepticons who were sworn to kill them for what they did.


With Rainbow Dash sitting at the top of the destroyed building, she looked down but immediately got back to cover when the Decepticons still had their sights on her. She once called herself Rainbow Danger Dash....but now she was kinda thinking that over now that she was in this position.


"You won't live long, pony!"


"Yeah, come down here and meet your doom!"


Rainbow Dash took a quick peep and smirked when she saw Metroplex close by. With a deep breath, Rainbow Dash shouted as loud as she could.


"Hey Metro, take out these jerks why dontcha?!?!"


The Decepticons looked around in confusion as they heard the pony shout those words.


"Metro.....whose Metro?"


"Metro.......plex?"


"OH SCRAP METROPLEX, RUN!!!!!"


They didn't have time to do that when the Autobot titan brought his fist down on all of them, crushing them with his intense force.


"TARGET: OBLITERATED."


Metroplex actually ripped out a large chunk of the ground when he lifted his hand up from the tattered grounds. He looked down and saw the cyan pegasus waving and cheering.


"ELEMENT OF LOYALTY, MY ORDER IS COMPLETE."


"Buck yeah it is!" Rainbow Dash cheered on the giant Autobot.


"Rainbow, watch your language!"


Dash turned back and saw the rest of her friends come out into the open, she flew down to meet a happy Twilight and mad Rarity.


"Good job, Rainbow, that was a close call!" Twilight said in relief and looked up to see Metroplex watching all of them with intent. Cosmos came by the side of the six ponies along with several Autobot soldiers; he looked up at Metroplex and back to Twilight.


"Okay, good going ponies, now you see those stairs?" Cosmos pointed at the staircase inside the building Rainbow Dash was just on. The mares nodded as Cosmos continued, "Go up those stairs and continue down the hallway, Sky Lynx just told me on my comm link that that entire area is clear, so all six of you go through there and we'll meet you on the other side."


"Got it." Twilight said and took off towards the stairs with the rest of her friends following. Metroplex watched as the six ponies made their way inside the building......he had bad feeling go through his newly constructed spark.


Cosmos sighed as he saw the six equines disappear inside the building.


"There goes the bravest aliens I have ever seen......but we'll see them again so let’s roll out!"




At first, Twilight was just relieved to be in a safe zone for a few minutes. Going up the stairs was easy, and walking down the orange hallway was even easier, but now Twilight was really confused when she realized they were in a maze of hallways.


They had gone down a short corridor and ended up turning left into...what a surprise.....an even longer hallway.


The purple unicorn sighed and simply walked down the orange lit hallway, the rest of her friends followed at the same pace. It was simply peaceful. Not a Decepticon or random explosion could interfere with this quiet moment. Twilight sighed happily and looked back at her friends.....


....only to have her eyes filled with tears.


Her friends looked awful; they were hurt and obviously not showing any signs of happiness. Rarity had the same expression she had for the past thirty minutes; misery. Her once gorgeous mane was messed up and filled with scrap pieces, her forehead started to bleed again as Rarity whimpered to herself and gently rubbed the deep cut.


Fluttershy looked just awful. From the once happy pegasus Twilight had come to know, all she saw was a horrified and constant shivering pony. Sure she used to shiver all the time but this was different, she was scared. Her long mane was burnt at the edges from the constant fire that they had come across, and her velvet skin had cuts all over it. Fluttershy was indeed in pain....but tried her hardest not to show it.


Pinkie Pie was a happy pink pony, but not anymore. From the once joyful and ecstatic pony Twilight loved, she only saw Pinkie Pie with her mane deflated and her head hung low. All Twilight could hear were the small whimpers and sniffles Pinkie made. And it broke her heart.


Applejack was by far the worst, her back hoof was shot, and nothing could get worse than that except.......well.....Twilight didn't even want to imagine her nightmare again. As Applejack limped onward, Twilight could swear she saw little tears falling from AJ's eyes with each step. Applejack was one strong pony......but how far can she truly be pushed?


Rainbow Dash was fine. Just fine. Except for the fact that she was covered in oil head to hoof, she didn't seem to mind. But still, Twilight couldn't understand why Rainbow Dash could be so calm about all this. Did she forget they were on another world, or maybe she just hiding in her emotions so her friends could get some encouragement? Either way, Twilight could still see the horror in Rainbow Dash's magenta eyes as they all trudged forward.


Twilight stopped suddenly.


The rest of her friends looked at her with concern until Fluttershy spoke up at Twilight's odd behavior.


"Twilight, is everything okay?"


For once, Twilight knew that everything was not okay. In fact, everything was awful! This world was hurting them, tearing them apart, and all they could do was follow these Autobots to wherever they were supposed to be taking them. And maybe, just maybe, Ultra Magnus could get them back home.


Then Twilight remembered something she had almost forgotten.


Bumblebee.


He was still missing, and they had no idea if he was alive or dead. All she could do was pray that Bumblebee was okay.....and that they would see them again.


Bringing her attention back to her friends, Twilight sighed and answered in the most depressed tone any of her friends ever heard her speak.


"No....."


Fluttershy dropped her head to the ground after hearing Twilight's answer. Of course everything was not alright, why would she even ask that?! As Rarity made her way to Twilight, she sighed sadly and began.


"Twilight, don't be so hard on yourself. Remember, if we get out of here, we can go home....Magnus said he can get us all back safe and sound."


Twilight looked at Rarity's beautiful blue eyes and slowly shook her head.


"That's what I'm afraid of."


Before any of Twilight's friends could intervene with her answer, the sound of crashing caught the equines' attention. Turning around, Twilight gasped in terror and backed away with her friends when she saw six Decepticon Leapers make their way into the hallways from the ceiling.


"Thought you could get away so easily huh?" One Leaper shouted and made his way towards the helpless mares. The rest followed and made their own slight remarks.


"Awww look, they're shaking in terror."


"And look, there are six of them and six of us, one for each of us!"


"I call the pink one!"


"I can't wait to rip the yellow one's head off."


"The purple one is mine!"


"No fair, I wanted that one! Oh well, I'll just take the limping orange one."


"I'll have some fun with the white one with the bleeding forehead."


"Good, that means I get the stupid winged blue one!"


With the conversation ending, the six Leapers made their way towards the Element Bearers who were slowly backing away in terror. Twilight didn't want it to end like this, she and her friends had to get off this world and stop Discord, but she knew now that she and her friends stood no chance to these Lea-


CRASH!!!!!!!


The six mares covered their faces from the sudden shock hitting them and the entire room shaking. Slowly opening her eyes, Twilight looked straight and all she saw was a massive black fist blocking their way.


Twilight smiled.


As the fist slowly brought itself out of the hallway all that remained on the ground were several body parts of the once living Leapers. Twilight, Pinkie, Rainbow, Rarity, Applejack, and Fluttershy peeked out and saw Metroplex's familiar face looking at them with intent.


Each of them smiled with glee except Fluttershy who nervously gulped and squeaked out a thank you.


"Wow....umm....thank you, Metroplex."


Fluttershy immediately flinched when Metroplex answered her.


"YOU ARE MOST WELCOME, ELEMENT OF KINDNESS."


The six ponies suddenly found themselves lost in Metroplex's friendly stare, all except Dash who walked forward, looked at all the dead body parts, and chuckled.


"Well THAT certainly was something hehehe."


Twilight shook her head and made her way passed her cyan friend, the rest of the mares followed with Rainbow Dash suddenly bringing her attention back to the limping Applejack and helping her. There rest of the way was easy, only coming across a fork in the hallway, Twilight was about to go straight and walk up the ramp into the new room above....


....only to hear Applejack scream in pain.


Turning back, Twilight witnessed Applejack lying on the ground and groaning in pain. To the right of her was Rainbow Dash looking into the blue lit room on the left.


"Rainbow Dash," Rarity complained, "how dare you drop Applejack when you know as well as all of us that she is hurt?!"


Rainbow didn't answer but instead walked into the room. Twilight and Rarity made their way into the room with Applejack, Pinkie, and Fluttershy. Inside, all they saw was Rainbow Dash looking straight at the ground.


"Did ya not hear us the furst time, Dash?!" Applejack yelled and almost fell to the ground until she was caught by Rarity who helped her back up.


Rainbow answered back, but not to Applejack, to Twilight.


"Hey Twilight, come check this out."


Twilight looked back at Applejack who was still glaring at Rainbow Dash; she sighed and made her way to Rainbow's side. The only thing Twilight saw on the ground was a small glowing rectangle.


"This is it?" Twilight asked with a slight bit of stubbornness slipping through her lips.


Rainbow nodded and got a closer look at the strange rectangle; she slowly brought her hoof towards it and touched the front side of the rectangle.


"No Rainbow, don't!" Twilight screamed, but it was already too late.


Twilight flinched, fully expecting an explosion to happen any second. But an explosion didn't happen, what did happen was a warm feeling rush through Twilight, Rainbow Dash, and the rest of the ponies as a familiar voice came from the rectangle.


"As civil war spread like a storm of burning Energon across the surface of Cybertron, devouring in its path the great city of Iacon, even I was caught off guard by the wrath of Megatron's depravity."


Twilight's breathing slowed down as she looked at the rectangle in astonishment.


This was Optimus Prime's voice.


"I should have anticipated his utter lack of feeling for his fellow Cybertronians. But at the expense of the lives of many thousands of my fellow Autobots, I did not."


The rectangle made a sort of static sound and then went completely silent. Twilight sat down and absorbed all of Optimus' words. Even on another world, they felt wiser from hearing Optimus Prime speak.


"Sooo.....that was like when Optimus was still on Cybertron?" Rainbow Dash asked.


Twilight suddenly looked back next to her and saw Rainbow looking around the room with interest. Twilight sighed and got back up, "Come on, Rainbow Dash, I think we've wasted enough time."


Rainbow nodded, she could agree with that. Making her way out of the room, Dash helped Applejack back up with a little smirk on her face. Rarity sighed with relief and never felt comfortable holding Applejack like that.


As the mares slowly made their way up the ramp, Twilight and her friends could see sunlight yet again, they were so close! Making their way out of the gigantic building, the mares cringed at the sudden exposure to sunlight and turned left, since the right way was blocked off by debris.


Just as the six equines were about to proceed, they couldn't. They were stuck in awe at the battle placed before them.


A pit. A HUGE pit was laid before them; even now they could see several ships and soldiers fall to their doom from the massive bridge going across the pit into an even larger city. This bridge was also huge; it spread across the side the ponies were on and into the city far away. Even now, the mares could see a never ending battle taking place on the bridge: Autobots vs. Decepticons.


Before any of the mares could speak a word of amazement, a familiar green Autobot flew over them.


"Oh thank Primus all of you made it! I heard the crash that Metroplex made and thought you all died!" Cosmos yelled in relief and landed on the ground in front of them.


Applejack snorted and spat out, "Ya thought we died? That's real nice ta hear."


Cosmos chuckled nervously and suddenly turned around to see Metroplex already by the bridge. He faced the brave ponies again and explained quickly.


"Okay, we don't have much time left, Metroplex and I will assist you all as we make our way down that bridge. Sky Lynx is under heavy fire and can't move any closer, that's why he's at the end of the bridge. After we get you all safely onto Sky Lynx, we'll have him take off with Metroplex and I behind him. We'll leave this damned city and get you all back to Ultra Magnus."


Before Twilight could agree with any of this, Fluttershy screamed which was unexpected.


"Wait, what about Bumblebee?!"


Twilight's eyes grew when she suddenly remembered, Bumblebee was still missing and there was no way they were going to leave him.......Cosmos had different plans.


With a painful sigh, Cosmos went to one knee and slowly rubbed Fluttershy's tattered mane. He looked at her with the saddest expression Fluttershy had ever seen an Autobot give. What was Cosmos about to tell them?!


"Fluttershy......I'm sorry but.....Bumblebee's dead."


"WHAT?!" The mares screamed together.


Cosmos nodded and softly shouted, "I'm sorry, but no Autobot could have survived the bombing we placed on the outskirts of the city! And I'm also sorry because I knew Bumblebee was there!"


Fluttershy backed away from Cosmos and screamed at him. Yes, screamed at him.


"You monster! You monster!"


Cosmos shook his head and shouted back, "Yeah call me a monster, call me whatever you want, but we are NOT losing just because of one simple Autobot!"


"Bumblebee is not a simple Autobot! He's my friend and I love him!" Fluttershy screamed with tears already rolling down her cut face.


Cosmos placed a hand on his head and shouted in annoyance, "Fluttershy, I am SO sorry what happened, but we have to leave right now or else we're all gonna die!"


"But....but-" Fluttershy began only to be silenced by a hoof on her shoulder. Turning around, Fluttershy saw Twilight and the rest of her closest friends; all with tears in their eyes and each of them whimpering softly.


"Fluttershy," Twilight began after a soft whimper escaped her mouth, "we...we can't stop now."


"What?" Fluttershy whispered in astonishment when she realized that Twilight was agreeing with Cosmos.


"Cosmos is right, Fluttershy," Twilight forced herself to say it, "we can't stop or we're all gonna die, Bumblebee would have wanted us to do this. He knows you had to do this."


Fluttershy stopped whimpering when she realized something.....


.....Twilight was right.


Bumblebee would have wanted this; to have all his pony friends escape and live on. He wanted Fluttershy to be brave.....and to never give up. That's exactly what Fluttershy was going to do.


Sighing deeply, Fluttershy looked at Cosmos and nodded softly. Cosmos took that as an okay and transformed. As he floated slightly above the ground, he spoke in a very depressed tone.


"Climb on; I'll get you all to the bridge."


Like they had a choice.




Cosmos slowly pulled into the Autobot barrier. As he came to the ground, the mares piled off of him and got to cover as fast as possible. The reason for that was the firefight around them. Cosmos transformed back into his robot mode and came next to the ponies; he looked at each of them and shouted over the bullets soaring above them.


"Listen up because I'll only say this once: the Autobots and I will clear you all a path as you direct Metroplex's fire on the Decepticon heavy artillery!"


Twilight shivered as another explosion rocked the already shaking bridge, she looked at Cosmos with terrified eyes and shouted, "What's a heavy artillery?!" Cosmos sighed and scooped up the lavender unicorn, she yelped in surprise as he brought her up and showed her the battlefield.


Hundreds of large pieces of debris was spread all over the bridge, Decepticon and Autobot ships soared through the skies causing many explosions to go off every few seconds in the air and on the breaking bridge. Many Decepticon soldiers were running around frantically in front of them and shooting from their guns forward.


This was the true battle of Armageddon.


Twilight was brought down when Cosmos placed her with the rest of her friends. He activated his X18 Scrapmaker and looked forward.


"Okay, did you see those large machines up above?" Cosmos asked.


Twilight nodded slowly.


"Those were Decepticon Marauders, we need you and your friends to direct Metroplex's fire on those specifically so we can get you all to Sky Lynx!" Cosmos finished and fire a few rounds from his chain gun.


"Where is Metroplex!?" Twilight shouted over the explosion.


Cosmos stopped firing and pointed from behind the ponies, "Take a look for yourself."


That's exactly what they did.


And what they saw was simply incredible. Metroplex was at the right side of the bridge, in fact he was so close that the ponies could see the designs on his outer armor. Cosmos shouted over the bullets again and caught all the mares' attention.


"Move forward, this area is clear!"


The six frightened equines watched in awe as several Autobots ran passed them firing from their right hands. Cosmos ran in front of them and looked back to see the ponies in the same position.


"That means you too!"


"OH okay!" Twilight shouted and took off down the bridge with the rest of her friends behind her.


The ponies got to cover as soon as they could when more Decepticons blocked their path; Twilight's back was against the debris as she looked left to see Metroplex.


"Twilight, we need that covering fire from Metroplex now!"


But the Element of Magic was too frightened to move, so Cosmos looked down to see Rainbow Dash. He pointed at her and shouted, "Rainbow Dash, can you direct Metroplex's fire on those Marauders?!"


Rainbow smirked and saluted, "That's too easy!"


With that, Rainbow Dash took to the skies to assist Metroplex. Rarity didn't take to kindly to that.


"You're just going to let Rainbow Dash out in the open with those ruffians?!" Rarity screamed.


Cosmos shook his head and shouted, "Nope, we got the finest Autobot sharpshooters on her right now. No Decepti-creep is gonna touch her!"


Or so he thought.


Rainbow Dash zipped and zoomed through the Cybertronian air. She didn't want to admit she was scared when she dodged several explosions, she was actually having fun, until a Decepticon ship was heading right for her.


In a scared attempt, Rainbow tried her best to dodge by flying over the ship. But the Decepticons weren't finished with her yet. The ship turned around and fired several heat seeking missiles at the helpless pegasus. Rainbow yelped in fear and took off to dodge the missiles.


But heat seekers do one thing.......


Rainbow turned around and saw that the missiles were still on her tail.


"Okay, this isn't even fair anymore!"


As the missile slowly approached her, one exploded with such intensity it made Dash fly back from the wave of energy hitting her body.




"Great shot, kid, keep it up!"


The Autobot sharpshooter smiled in victory when he got a perfect hit on the heat seeker following the blue winged pony.


"Don't let anything hit her understand?"


The sharpshooter was about to answer until his head got blown off.




Rainbow Dash was trying her hardest to try and not to get hit by those heat seekers, which was very hard for her. She dodged left and right but to no avail, the missiles would not leave her. Dash suddenly caught something pass her vision, the Decepticon Marauders.


Rainbow Dash smirked when her imagination sparkled.


The cyan pegasus took off directly towards the Marauder that didn't even see her, with an intense U-turn Rainbow dodged the Marauder at the last second and looked down to see that her plan was a success.


The heat seeking missiles hit the Decepticon Marauder destroying it instantly.


"AWWWW YEAHHHH!!! Go Rainbow, go Rainbow, go Rain-AHHHHH!!!"


Rainbow Dash screamed in pain when she got shot.


Falling to a small pillar, Rainbow crashed at the top and lay there......motionless and groaning with pain. Looking up slightly, the cyan pegasus almost burst into tears when she saw a bloody hole in her wing and foreleg.


Before she could pass out from the pain, two Decepticon soldiers landed in front of her and chuckled to themselves as they made their way to the helpless pegasus.


"Well, it isn't the famous Rainbow Dash." One of them growled and reloaded his blaster.


Rainbow smirked slightly; even on another world she was famous. The other Decepticon moved in and pointed the blaster directly into her face.


"Goodbye.....you little freak."


Dash suddenly regretted smirking from before and instead scowled at the Decepticons in front of her.


"Well what are you waiting for......do your worst you stupid Decepti-chumps." Rainbow Dash threatened and cringed in pain when he placed the nozzle on her forehead.


"I plan to."


Rainbow Dash closed her eyes when she heard the gun rev up. She always imagined she would actually die on HER home not some bucked up robot world. But then again, Rainbow Dash did go out the most awesome way possible.




Rainbow opened her eyes and witnessed the Decepticons backing away in fear.


'Yeah....you better run.' Rainbow Dash thought to herself and turned her head to see what they were afraid of. It wasn't that hard to know who it was.


"YOU HURT THE ELEMENT OF LOYALTY, YOU DEATH WILL BE HORRID."


"Nooo!!!" The Decepticons screamed as Metroplex crushed them both with his massive black fist. Rainbow Dash smirked in victory but suddenly placed her head on the metal pillar when she realized she was in an intense amount of pain.


"Rainbow Dash!!!!"


Rainbow slowly opened her eyes to see her friends right by her side and tears in each of their eyes. She also saw Cosmos come right next to them and put both hands on his head.


Rarity looked at her injured friend and suddenly back to Cosmos.


"This is your fault! Rainbow Dash is hurt because of YOU!" Rarity pointed a hoof at Cosmos.


Cosmos went to one knee and cradled Rainbow Dash in his arms.


"No, don't you dare touch her!" Rarity screamed and prepared to buck Cosmos, only to be stopped by Rainbow Dash speaking.


"Ughhhh....Cosmos, I guess I did alright huh?" Rainbow coughed up some blood.


"Rainbow Dash....." Cosmos began in the most hurt voice Twilight ever heard anyone speak in, "I'm so sorry this happened. I never wanted any of this to happen....to any of you. Please forgive me."


Rainbow chuckled to herself and answered to his plead, "I forgive you, hey it's not the first time I did something stupid."


Before Cosmos could answer her, a familiar screech filled the air followed by the flapping of wings.


All the mares looked up, even Rainbow Dash, to see the Autobot Sky Lynx land right in front of them. His massive head was brought down to the ponies.


"What happened to Rainbow Dash?!" Sky Lynx yelled.


Cosmos slowly placed Rainbow on the ground with the rest of her friends who nuzzled their injured friend, he shouted even though his voice was hurt, "It's my fault, but for now I really need you to get all the ponies out of here right now!"


Sky Lynx chuckled, "She would have never been injured if I was to lead, you should've just stopped and thought 'What would Sky Lynx do?', and then you would've done the right thing!"


Cosmos was about to intervene when Twilight Sparkle began to speak.


"Umm...excuse me but...shouldn't we leave now?!" Twilight panicked from the bridge beginning to break.


Sky Lynx looked at the small unicorn and suddenly brought his attention to the massive Autobot titan looking at all of them from high above. Sky Lynx nodded and said, "Very well, Twilight Sparkle, climb inside and we'll be on our-"


Sky Lynx couldn't finish when a giant purple ball of energy hit him in the back.


The six equines fell on their stomachs to dodge the massive Autobot suddenly being pushed from the massive blast he had endeared. Sky Lynx was shot all the way at the beginning of the bridge where he crashed into several pillars.


"What in the name of Celestia was that?!" Twilight screamed at the only remaining Autobots near her and her friends. Cosmos couldn't see anything through the smoke, whatever that blast was......it was about to fire again.


"INCOMING PROJECTILE."


"No...." Cosmos muttered and looked just in time to see Metroplex get shot in the chest by the same powerful purple ball of energy.


"Metroplex!!!!" The five mares screamed in horror, except Rainbow Dash who was watching with wide eyes. As Metroplex backed away from that massive hit he had suffered, his lights on his body began to flicker as Metroplex fell to the ground followed by a massive tremor.


"NOOOO!!!!" The Autobots and ponies screamed and looked over the ledge of the bridge to possibly see Metroplex.


Only nothing was there.


Before a single tear could fall from the pony's eyes when the realization hit them that Metroplex was gone, a shout from several Autobots caught their attention.


"Decepticons are everywhere!"


"Holy scrap, we're gonna die!"


"What in the name of Primus is that?!?!"


As Applejack and Fluttershy comforted Rainbow Dash, Twilight, Rarity, and Pinkie Pie looked up to see what all the Autobots were yelling at......


.......it was the most terrifying thing they had ever seen on planet Cybertron.


Twilight didn't know if this was real or not, how did the Cybertronians know about this kind of creature?! It existed in Equestria but did it really exist on Cybertron?!


Obviously it did.


On the bridge......was a giant........metal.....scorpion.

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