Tales of An Iotaverse

Chapters

Alliance
Defiance
On New Wings
THUNDERWING!
Up In Smoke
Foundation
THUNDERWING! 2: Dark Envoy

Alliance

Lavender hooves clinking, Twilight found her brother's corpse with the street lamp light's shining on him, showing his body to any who would be so inclined as to see it. Over to the right, his blood had leaked to the point it touched and mix with his discarded cider.

Twilight choked back a sob. "Shining...my B-B-B-F-F..." She dabbed at her eyes with her hoof.

Twilight laid down by her brother's side and hugged. "The last thing I said to was 'I don't want you here' while mentally altered, and now you're gone..."

Twilight sobbed and sniffed. The weather was seemingly empathic with her mood and let down a drizzle that began to wash away the split blood and cider mix.

Twilight sniffled and got up. It was best she broke the news to Cadence so they could start on funeral arrangements. As she turned to walk away, her hooves made plop-plop-plop sounds on the mixture of blood, cider, and rainwater. Hearing the splash of liquid gave Twilight an idea...

Twilight went back to him, and worked her brother's corpse upwards, her legs wrapped around his neck to stable his head.

Sounds like boiling water came from Twilight's stomach.

Twilight kissed her dead brother on the lips.

Dark Energon bubbled from Twilight's mouth into Shining's, covering both their muzzles with foam.

Shining's eyes shot open, shimmering violet with un-life.

The Reign of Starscream

Chapter 2

Alliance

Episode Synopsis: Shining doesn't react well to being an Terrorpony; Luna's brigade goes to Cybertron; Smokescreen reveals something much worse then the Changeling Queen is after Big Macintosh.

"I can believe you turned me into a- a-" Shining looked at his hoof, the blue coat on it now purple. And he also looked at the Dark Energon crystal sticking out of his back. "What am I, anyways?"

"Terrorpony." Twilight helpfully answered.

"What?"

"Terrorpony. Dead Cybertronian's revived by Dark Energon are Terrorcons, so ponies resurrected by them would be Terrorponies."

Shining shook his head and whinnied. "Whatever! I'm still mad you did this to me!"

"You were dead! What I was supposed to do?"

"I don't know! Bury me, maybe!? That would've been nice!"

"Shining, you were killed out in the street while you were drinking, and the last words I said to you were 'I don't want you here'! How do you think I could have lived with myself knowing that if you were dead!?"

"Oh, I don't know! Here's an idea; you could just go kill yourself and come back as a Terrorpony! You wouldn't be 'living' with it anymore!"

"Can you do that?" Cadence asked. "Can you die, come back, die again, and then come back again?"

Twilight shrugged. Looking to the side, Twilight could see Optimus looking reserved, but he hadn't said anything. "Optimus?"

"Twilight Sparkle, when it was revealed that Unicron had been nurturing himself in the back of your psyche, I was of the opinion it was his presence that allowed you to retain your sense of self. Your resurrection of your brother calls this into question."

Twilight laughed. "Oh, well, that's easy! Limbo! If you can get to the deceased pony in question before an certain amount of time, you can ressurcet them as themselves! I don't really know how exactly long, but... "

"Twilight Sparkle," Optimus interjected. "I am concerned that you and Shining Armor both having the Dark Energon integrated into your being will induce the need for symbiosis beyond what your Tracer therapy will allow."

"I think, Optimus, if me and Shining combine our magic, we can use that instead."

"I don't want to 'achieve symbiosis' with you! I don't want to symbio...sis...-i-size with anypony!"

Before Twilight could explain symbiosis was inevitable as a Terrorpony after a certain point (and that 'symbiosis-i-size' wasn't a word), Spitfire, Soarin' and Fleetfoot of the Wonderbolts trotted before them in purple spacesuits with green helmets.

"The Wonderbolts?" Twilight questioned. "What are you doing here?"

Before Spitfire could answer, Princess Luna and her bat-winged, reptilian-eye Night Guard came crashing down in the same suits.

"Forsooth!" Luna declared. "We art here to travel to Cybertron and locate Our Prime's brother! Prepare the Space Bridge!"

After Optimus lead Luna and her troop away, Twilight walked up to her brother and nuzzled him in the neck.

Shining sighed and nuzzled back. "I'm sorry, Twily...I didn't realize what I was saying. If I lost you...I'm just a little overwhelmed." Shining raised his hoof again. "It's just...what AM I now!?"

Twilight smiled and hugged him. "You're my B.B.B.F.F., and nothing will ever change that."

"...Thanks, Twily."

Smokescreen pulled up at the Train Station and rolled his window down to let Apple Bloom do the talking.

"Hey, everypony!" Apple Bloom said, lopped her legs over the window. "Ah'm looking for mah brother, Big Macintosh? Big red stallion? Doesn't talk a whole lot?"

"Yeah." one passerby said. "He just took the last train with some Earth pony mare."

"Oh no! We'll never catch them in time!" Apple Bloom exclaimed.

"Yes we will!" Smokescreen countered.

He revved up and drove through the railings meant to keep ponies off the tracks when the train wasn't there, breaking a bunch of laws in the process- more out of ignorance then malice- and began speeding down the train tracks. The fact Cybertronian wheels hovered was a great help to him here.

Smokescreen wasn't shy about putting his fuel gauge to the max, so the train came into sight reasonable fast.

"Hey! Big Macintosh!" Apple Bloom yelled, waving her hooves out Smokescreen's window.

On board the train, Big Macintosh responded instantly to the sound of his sister's voice. "Apple Bloom?"

"I'm sure you're just hearing things, sweetie." Cheerilee assured him.

Big Macintosh peered out the window. "Eeenope."

"What?" Cheerilee poked her head through the window, and seemed displeased to see Apple Bloom waving from the window of a rather-nice looking car. "Unngh!"

Cheerilee bucked some litter on the floor, causing to clang against the trash can. "Big Macintosh, can you go see what clanging was?"

"Eeeyup." Big Macintosh entered the next cabin over, thinking the noise had come from there.

'Cheerilee', meanwhile, stuck her head out the door and used some green magic to unbolt the last car in the train from the second-last, causing it to careen backwards towards Smokescreen.

"Uh, Smokescreen?" Apple Bloom said. "Is it jus' me, or is that train coming' towards us!?"

"No, no, I think you're right. Hang on!"

Apple Bloom was surprised when the seat she was sitting in began moving backwards. She was also alarmed when leather straps began shooting around her, and disoriented when the entire room seemed to rise up in height.

Smokescreen, in robot mode, ran towards the train car and grasped it's sides with his hands, trying to slow it down. He was successfully, much to the relief of the passengers inside.

Smokescreen leaned down to check on them. "Everyone okay in here?"

The two passengers in the car saw him and nodded, their hearts pounding too much to question that they had just been saved by a Decepticon- as far as they knew.

Smokescreen did a handstand and flipped onto the car, then off it to the other end. The tiny size of the train whistle and it's inability to be found told Smokescreen it had escaped.

"Oooh!" Apple Bloom whined. "We'll never catch up to 'im now!"

"Oh yes we will!" Smokescreen said confidently, transforming to vehicular mode and speeding down the track.

Apple Bloom was starting to feel sick from all the rising and lowering that happened in Smokescreen's transformations. "Could y'all open a window? Ah don't feel so good..."

"Yeah, sure." Smokescreen rolled his window down, allowing Apple Bloom to perch out of it.

On Cybertron, the Space Bridge opened. Luna's vanguard and the Wonderbolts all flew out of it onto the metal planet's landscape.

Spitfire and Soarin' took a look around and were awed. Particular at the two moons in the sky compared to Equestria's one. Even with the half-destroyed buildings and disorganized shrapnel everywhere...

"This place is beautiful!"

"And it's supposed to be dead?"

The question crossed both Wonderbolts mind that if Cybertron looked liked this while it was dead...how beautiful did it look while it was still alive?

Spitfire, Soarin' and Luna all landed on the ground below. Which turned out to not be a good idea, as the scrap gave out beneath their hooves and fell down into a near-bottomless pit.

"Whoa there, stranger!" A cocky voice greeted them. "Watch your step!"

Three Cybertronian's appeared around them on fine-cut cliffs in the area. One was green and old with some sort of cigar in his mouth. Another was blue and looked a near-dead ringer for Bumblebee except for his head and paint job. The last one was tall and mighty-looking, a different shade of blue with wheels in his calves and truck-cab's on his shoulders and a hammer stored on his back. In fact, if Luna didn't know better, she'd say he had some family resemblance to Optimus Prime...

"Oh! Thoust there! With the hammer on their backside! Art thoust Ultra Magnus, the brother of Optimus Prime?"

The blue mech chuckled. "As a matter of fact, I am." Ultra Magnus bowed. "Ultra Magnus, leader of the Wreckers, and yes, Optimus' brother. These two are my goons and best buddies, Kup-" He gestured to the green one. "and Hot Shot." He gestured to the blue one.

Hot Shot beamed and waved. "Hi!"

Kup sneered at them. "Eh...whazza bunch of four-leggers doin' on Cybertron?"

"For thoust knowledge, Kup, we were volunteers of Equestria who have been sent here to Cybertron to aid in it's restoration in whatever way we can. And to find Optimus Prime's brother."

Ultra Magnus scoffed. "Wha- really?"

"Yes! He seemed most concerned over thy's well-being!"

"Concerned over my-!?" Ultra Magnus put his hand on his head and laughed. "Do you realize how silly you sound right now!? Optimus? Concerned? Like, stoic, never laughs and doesn't party Optimus!?"

"Well...yes!"

"Aaah hahahaha! You're kidding..." Ultra Magnus shook his head. "Well, far be it me to turn down some extra hands around here, but I gotta admit, unless you can all sponge up Dark Energon like water, I don't think there's a lot you can do for us...what's your names, by the way?"

"Spitfire!"

"Soarin'!"

"Princess Luna of Equestria!"

"Ooooh!" Kup said. "A Princess! Shockwave will be shaking in his tower now!"

"Easy, Kup, easy." Ultra Magnus waved his hand to try to get his snarking soldier to ease off. "They're here to help. Can't just shoot them down like that, can we?"

Kup raised a very big black cannon that looked too big to hold with one hand, yet he managed. "Can we?"

"NO!"

In the towers of Kaon's remnants, Shockwave was looming over a computer, attempting to sketch out ideas on how to best reboot the deactivated Core of Cybertron. He had a gotten makeover as well. The purple window that made his chest had turned into a black one on his chest, his triceps and calves were silver. He had treads in his legs and his hands were now clawed, as well as height upgrade to his stature. He was now ready ready to the look the part of 'Decepticon Lord.'

"Hey, uh, Shockwave?" Barricade asked, in another corner of the room monitor the, well, monitors. "We got something over here..."

"Not now, Barricade! I am trying to develop the means with which I will revitalize our planet!"

"Yeah, but Shockwave...these readings are really intense! Like Space Bridge level!"

"Bah! Take Lugnut and investigate, if it concerns you that much!"

Back on Equestria, Starscream was supervising as Flim and Flam finished using their technical expertise to build detector devices at the Ex-'Con's instruction.

"Annnd...finished, Lord Starscream!" Flam announced, using her magic to twist the last screw in.

"Excellent!" Starscream bent down to pick the remote. "Assembled properly, this device will allow us to locate any more stray Artifacts..." Starscream looked at his claw, which had a pony-sized oven mitt on the top of the finger. "And now that the issue of Rainbow Dash and Twilight Sparkle has been taken care of..." He flicked the mitt off. "I can trust you, Gilda and Trixie?"

"Yeah, sure."

"But of course, oh most gracious Lord Starscream!" Trixie tipped her hat to him.

Starscream laughed. "Ha! Gracious Lord Starscream...I like it!"

Flim looked over the Dark Energon strapped to Trixie's wagon with concern. "I must say, Lord Starscream, this...Dark Energon material is giving my horn odd feelings."

Starscream responded with sarcasm. "Perhaps then, you should remove your horn from it...what's this now?"

Off in the distance, Starscream could a crowd of ponies gathering around a stage just outside a town that looked it been plucked straight outta tha' Old West. On the stage was some weird creature with horns, a snout and hooves, but also hands that stood upright like a Cybertronian. The detector also began reacting in that directions.

"Interesting..." Starscream pointed his long finger. "That way, my armada!"

Ultra Magnus and his Wreckers led Luna and her small army towards the general direction of their base. (As much as Kup protested the idea)

"So this Iacon of which thoust speaketh...why would it's ruins be the ideal place for thoust castle?"

"Castle? Who said anything 'bout a castle?" Kup questioned.

"That's just the way she talks." Spitfire assured him. "She means why do you keep a place that's in ruins as your base?"

"Well, it's because it's ruined. It's the very last place Shockwave's goons would think to look for us."

"And now that you've so gracefully let the secret slip..."

Luna and the Wreckers found to their horror Barriacade and Lugnut standing on a rooftop nearby.

"We'll be sure to tell Shockwave where you've been hiding when we report to him about your new pets! Hah!" Barricade laughed mockingly. "Has the great Optimus Prime really sunk so low in he sends in imported wildlife from other worlds to help out his l'l bro?"

Luna charged up her horn and unleashed at barrage of lightning bolts at the two Decepticons, who managed to flail their way out of being hit despite their surprise at the display of power.

"Me and my big fat mouth..." Barricade muttered. "Come on, Lugnut! Let's get the scrap outta here!"

He and Lugnut jumped off the rootfop and transformed into their respective vehicle modes and took off.

"We can't let those two get back to Kaon! Shockwave will be able to blast our base to smithereens if they do!"

The slow-but-surely forming Wrecker/Pony alliance all took off after them, Luna's guards and the Wonderbolts flying after Lugnut and Hot Shot and Kup transforming after Barricade.

Ultra Magnus neglected transforming however in favor of jumping onto the rooftop and attempted to leap onto Lugnut's back- with mixed results. He got on there, but was left dangling from Lugnent's engines.

"Worry not, Ultra Magnus!" Luna shouted. "We-" She turned to Sptifire. "Line?"

"'We got you covered.'"

"We've haveth thoust' backside obcsured!"

Luna shot another lighting bolt out, which struck one of Lugnut's engines and disrupted the Decepticon's ability to keep steady in the air. The shaking allowed Ultra Magnus the opportunity to pull himself onto Lugnut's back. Lugnut tried to shake Magnus off him, but was unsuccessful. Magnus pulled out the hammer on his back which activated, crackling with electricity. He swung into Lugnut's back, blasting a hole into it and sending him crashing.

Most unfortunely, despite Magnus being able to jump off Lugnut before he crashed, Lugnut crashed just in front of Kup and Hot Show, preventing them from being able to pursue Barricade.

"Scrap!"

"Magnus, we lost Barricade!"

"Everyone get to Iacon NOW!" Ultra Magnus ordered. "Once Shockwave knows we've been hiding in Iacon, he'll send everything he's got to blast it off the map! We need to get there and get as many thing as we can out of there! Move, move, MOVE!"

Shockwave had his claw to his chin- in so much as a someone who's entire face was a black hole with an eye could have a chin- examine his most recent computer simulation for what would bring Cybertron back from the brink.

Exactly what was going on Shockwave's hologram screen wasn't clear, showing only Cybertron and it's rotation, but given how Shockwave growled and slammed his palm into the keyboard, it wasn't successful.

"Shockwave!" Barricade yelled, running into the room.

"What now!?" Shockwave was clearly displeased Barricade had interrupted him again.

"I found out that the location of the Ultra Magnus' base! We can take all the troops that came from Earth and stomp those blasted Wreckers out of existence!"

"Yes..." Shockwave noted, still more interested in his computer then Barricade. "Of course..."

"Uuuh...you okay, boss? You don't seem as...enthusiastic as I thought you'd be."

"I am quite well, Barricade." Shockwave waved his hand to dismiss him. "Go. Carry out the destruction of the Wreckers."

Barricade raised a browplate. He didn't believe Shockwave was okay. He seemed to be obsessing over how he could restore Cybertron.

"Come ON, people- Pony or Autobot- MOVE IT! Shockwave's army will be here any second, and I want all the important supplies in the base out!"

"You know," Hot Shot said to Magnus while carrying a crate. "If you really want it all out that bad, why don't you do something about it?"

"Something like this?" Ultra Magnus swung his hammer into Hot Shot's back, sending him and the crate flying like a golf ball.

Luna observed the exchange with a reserved amusement. She had carried out as many crates as she could with her magic while her Night Guard used tether to carry some on their own.

She dropped the crates when she heard a really strange pinging noise.

"Your Highness!" One of her Guards said at her sudden stop. "What's wrong?"

"It's that pinging noise." Luna answered.

The Guard seemed concerned.

"What's troubling thoust?"

"Princess...I don't hear any pinging noise."

"Thou does not?" Luna looked around. The pinging noise did nothing to let up after being told Luna was the only one to hear it. "Hmm...stay here and continue assisting Ultra Magnus! We will investigate this anomaly..."

The Guard nodded, and Luna descended into a stray alleyway where the pinging got louder the closer she got.

Landing gracefully in the alleyway proper, Luna looked around for the noise's source.

Then she heard clanging footsteps from a Cybertronian.

"Halt!" Luna shouted. "Whom goes there? We, Princess Luna of Equestria, art here to assist the Autobots stationed on Cybertron and we shalt not abide intruders in their space!"

The intruder didn't seem to care much for having been discovered, so Luna took it upon herself to chase after him. Turning a corner, she heard his footsteps again, but still couldn't see him.

This continued on for a while until Luna found herself out of the alley and standing before a a large, curved building that was obviously something of cultural significance.

Realizing that she must've been incredible far off from where the Wreckers and her knights were attempting to carry as much as they could, Luna entered the building to find her culprit- and perhaps because she was curious as to what was inside.

Ultra Magnus handed a crate to the Guard's tether. "Okay...I think that's the last of it."

"An' just in time, too." Kup remarked. "Look!"

A marching mass of purple and green that could only be Vehicons and Insecticons was fast approaching.

"Scrap..."

Kup put up his boomstick to his eye to gaze out his scope. "Look like Blackout, Barricade and the Combaticons are all wit 'em too!"

"Wow. Shockwave's really not holding anything back, is he?"

"Whadda ya excpect? He knows this is where we been hiding. He gets us now, it's all over."

"I'm sorry..." Spitfire said. "We're supposed to be helping you rebuild Cybertron or something like that, but I'm not sure how we're supposed to help you with this big of a Decepticon movement."

"Any way you can think of!" The Wreckers transformed and drove off to meet their enemy head-on.

"Ahh..." Blackout said at the sight of them. "Look, Barricade! The Wreckers are eager to meet their doom!"

"Far be it me to deny it to them!" Barricade converted his hand into a saw.

"Autobots, roll for the wreckage!" Magnus commanded.

Transforming back into robotic mode, Ultra Magnus, Kup and Hot Shot all pulled their weapons out to deal with Blackout and Barricade.

"YAAAAH!" Spitfire led her teammates and the Guards into a Vehicon, eventually taking him down throught a combination of bucking and swarm tactics.

"P-p-PONIES!" Onslaught shrieked.

Spitfire and Soarin' looked at each other. "Um, yeah."

"What about us?"

"Because of your kind, me and my Combaticons ended destroying Kaon's pyramid! It took us WEEKS to repair that thing!"

"Uh...it wasn't us?" Spitfire innocently tried to say.

Onslaught turned to Vortex and Brawl, conferring how to feel about that.

"Better safe then sorry!"

"Combaticons, TRANSFORM INTO BRUTICUS!"

And so, the Wonderbolts and Guards got to experience the fear, the terror, the atrocity of witnessing a Gestalt merge. It was easy to tell how the Combaticon's bodies were fitted into forms that shouldn't have been there for them to fit in. When the end result was complete, Energon was leaking out from all over various parts of Bruticus' body. Not from wounds, but because the pipes they were supposed to carry fuel from one member to the others didn't work like they were supposed to.

"Okay...Magnus, that is something ponies would call 'bad'. What do Autobots call it?"

"Very bad."

Luna cautiously strode down the halls of the building, finding a dome-like room at the building's center that connected to a bunch of other hallways. Although she wasn't familiar with Cybertronian data storage, she felt rather like she was in a library of some sort.

She heard the clanging footsteps again, followed by clinking like somepony had just dropped a key...and then that pinging again!

Darting her head to and fro, Luna saw a glowing metal thing on the floor she could swaear wasn't there before.

"Hmm..."
Curious, she approached the thing. It was some sort of device that was almost a third her size, hand an arched handle on end and a pointed bit on the other. Given how loud the noise was now, she was certain this thing was the source of the ping that had been plaguing her.

She picked it up in her mouth. Her eyes dilated, her horn began to glow.

Luna rushed off into one of the other hallways in some sort of trance induced by the little thing, her horn begging to be used.

And in one of the other hallways, amidst the now empty library, a pair of blue optics watched her go.

Seeing her as having took the device, the optics revealed it's mouth in a grin, which strangely, was also glowing. It was common for Cybertronian's to have glowing eyes, but a glowing mouth?

Outside the building, Luna ran for another building just behind the library, totally ignoring the clusters of Dark Energon all around her.

Getting inside, Luna headed straight for a room with a gold and red pedestal in it's center, totally dominated by the device in her mouth.

Luna's paced slowed as she approached it, and it put the device inside the pedestal. Her trance lessened slightly, but it was still there.

The pedestal transformed, rearranging itself into a taller, narrower form. A small hole like a keyhole formed in the bottom.

Luna, still hearing the pinging, but more quietly, put her horn into the hole and began charging her magic into the pedestal.

"GAAH!" The pedestal started charging back, pumping Dark Energon energies into the source of her magic. Luna's turned the purple associated with the Unicronian Blood, but she refused to let it control her.

"We-are Princess Luna of Equestria! Our will is NOT to be subjugated!" Grunting in focus, Luna blasted even more magic into the pedestal, expelling the Dark Energon while she was at it.

Having just donated so much energy into the receptacle, and having just did a self-exorcism of Dark Energon on herself, Luna fainted and collapsed.

The entire building began shifting and rearranging. The Dark Energon clusters outside were exploded by pillars of Night magic bursting through them like impaling tools.

The building shifted itself upright, the ground around it attaching to it's sides.

"Come on, you measly metal-munchers!" Ultra Magnus yelled, swinging his hammer into Insections. "Put some hydralic pressure into it!"

"We're putting some!" Hot Shot protested while he and Kup kept shooting their weapons at the encroaching army.

"Give up, Autobots!" An Insecticon yelled. "You can't beat us all!"

"We're Wreckers. We're supposed to beat down hordes!"

"BRUTICUS...BLAST WRECKERS." Bruticus hissed, lowering Onslaught's cannons on his back over his shoulders.

A fleet of rockets fired into the army, punching pockets of unconscious Decepticons in the otherwise imposing army.

Spitfire and Soarin' looked at each other. Neither of them had done that.

"...Holy-!" Hot Shot yelled. "Look!"

Everyone did.

"...What...is that?" Soarin' gasped.

"It can't be..." Kup muttered.

"Hey." Hot Shot counterd. "You complainin'?"

Even Bruticus seemed afraid as a towering, golden Autobot with a claw for a hand and solar panels for an arm.

"OMEGA: ONLINE. MISSION: DEFEND RUINS OF IACON." The hulking giant stated.

All the Decepticons began tensing, and then ran for the hills.

"Stand and fight, you cowards!" Blackout scolded them.

The solar panels on Omega's arm fired a golden beam at Bruticus, which picked him and dragged him into Omega's claw. Omega proceeded to crush the Combiner in it, crumpling him and his components into a heap. Omega hurled the scrapheap into back into the battlefield, where it's impact shook the ground around Blackout.

"...On second thought..." Blackout muttered, transforming and joining into the retreat.

The Wreckers, Wonderbolts, and Night Guards all gathered around Omega's pillar-sized feet.

Luna popped up out of his shoulder, lopping herself over it.

"Hello...everypony." Luna waved weakly at them. "We have...made a friend."

"I see that." Soarin' commented.

"Luna, how did you do this?" Ultra Magnus questioned. He didn't seemed angry at her, but there was an urgency in his tone. "How did you get Omega Supreme back online?"

"Put a...bronze device inside a pedestal...charged it with magic..." Luna managed to gather the breath to explain.

"Bronze device?...An Omega Key?"

"We...suppose."

"Luna, the only bot on Cybertron who could've given you that...is Alpha Trion."

"Oh. Is this 'Alpha Trion' on our side?"

"He's dead, Luna."

"...Huh."

Back at the Kaon towers where Shockwave was runing yet another fruitless diagram, Barricade limped into the room.

"Report, Barricade." Shockwave instructed, still more concerned with his computers then his soldiers.

"The ponies..." Barricade stammered.

"What of them?"

"They- Shockwave, they brought back Omega Supreme!"

Shockwave froze, seemingly caring again. "That is impossible. Omega Supreme's systems were violated by Dark Energon eons ago."

"Yeah, and they managed to do the impossible! What do you want to do, Shockwave?"

Shockwave stood there, looking at his holograms with a claw on his chin in thought. "Prepare the Space Bridge."

"Space Bridge?" Barricade questioned as Shockwave approached the door. "Where we goin'?"

"Why..." Shockwave answered, heading for the door.

"To get the ponies that will revitalize Cybertron, of course!"

"Hmm..." Starscream mused as the detector appeared to go haywire. "Magnetic anomalies...like these could only be caused by the presences of Mini-Cons!"

"What're those?" Trixie asked. Starscream ignored her, too focused on the stage ahead of them to care.

"And that, my little ponies, concludes Iron Will's session for today." The Cybertronian-sized creature- an Minotaur, said, closing up a suit and beginning to walk off-stage.

"Excuse me!" Starscream said, raising his claw and stepping on-stage. "Mister...Iron Will, was it? Would you mind so badly were I to borrow your stage before you depart?"

"Uh..." Iron Will stammered. "Sure...I guess?"

"Thank you." Starscream bowed. "My little ponies, I am Lord Starscream, and I believe there are powerful weapons buried beanth the housings of your fair town."

The crowd of ponies all looked to each other.

"In my authority as Emperor of Destruction, I demand you excavate this relics and bring them to me!" Starscream demanded.

"Hey now!" One crowdgoer said. "Why should we have to dig up our houses just to please you?"

"That's right!" Iron Will added, getting back on-stage to challenge Starscream. "Why should they?"

Starscream leered. He converted his arm into cannon-mode and shot a red laser straight through Iron Will's left ab, buring a hole into it which smoked. The minotaur fell to his back with a groan.

Starscream pointed his cannon at the crowd. "Any more questions?"

The crown shook their head and scattered to start digging.

Trixie, Flim and Flam all concernedly looked over Iron Will.

"Is he...okay?" Trixie asked.

"Who cares?" Starscream spat, making the unicorns uncomfortable with his callousness.

The Friendship Express carried on it's pre-set path, the conductor and most of the passengers unaware of the secret the cute couple in the back were hiding and that the entire train was the target of a war-mongering robot from outer space.

Said robot was tailing them as best he could.

"C'mon, Smokescreen!" Apple Bloom exclaimed. "We'll never catch them this way!"

"You sure? I can go preetty fast!"

To demonstrate, Smokesceen increased his speed.

'Cheerilee' poked her head out the window to see if her pursuers were still there. "Grrr!" She fired a green laser at Smokescreen, causing him to spin out.

"Aww- Scrap!" Smokescreen swore, trying to steady himself. "Uh...Apple Bloom? Don't repeat that. Ever."

The train was pulling up near a drawbridge that would have to be lowered.

"Oh no! We'll never get them if they get to that bridge!"

"I say we make sure they don't then!" Smokescreen transformed, tumbling Apple Bloom around in his internals again, took a few running steps forward, then jumped into the air, converting his arm into a tiny stealth-like blaster that he used to blow the tracks in front of the train.

The conductor, reacting quickly, pulled the train's brakes.

Cheerilee got suspicious. "Why are we stopped?"

"Attention, passengers. The tracks have been sabotaged. Repeat, the tracks have been sabotaged." The conductor informed them through an intercom.

Cheerilee went 'raaah!' in frustration and quickly led Big Macintosh out through the back cabin's rear exit, heading for the nearest town with her captive in tow.

Everypony else exited to inspect the damage to the tracks. Who did this?

Smokescreen was running towards the stopped train, and he jumped into the air and on to it, rolling forward so he could get the attention of the stopped ponies.

"Hey, you!" Smokescreen pointed at them. "We're looking for a big red Earth pony stallion and a pink Earth pony mare. Have you seen them?"

"Uh, yeah." The conductor said. "They went that way."

Smokescreen made a frustrated noise. "Really!? I'm starting to think he WANTS to be killed!"

Apple Bloom gasped. "Not Big Macintosh!"

"You know, Appleloosa's about that way." The conductor told them. "I'm sure you can get them there, if ya hurry."

Smokescreen nodded. "All right. Thank you!" The rookie Autobot transformed off the train and sped for his quarry.

In his seat, Apple Bloom silently prayed for her brother's welfare.

In Ponyville, Sweetie Belle and Scootaloo were batting a ball between the two of them when Cheerilee approached.

"Girls? Have you seen Apple Bloom?"

"No." Sweetie answered.

"Last we heard, she was looking for you and Big Macintosh."

"Wha- me and Big Macintosh? What on Equestria for?"

"She said you were looking to starting a 'real' relationship with him." Scootaloo answered.

"A real relation- after that love poison you three used on us!?"

"Well...yeah."

Cheerliee got worried. "Oh, I hope everything's okay..."

Cheerliee's hopes were in vain, however, as everything was most assuredly not okay.

"Ah..." Cheerliee's duplicate said as they pulled up into an old town where all the ponies were scurrying around. "My, my, these ponies certainly seem busy, don't they dear?"

"Mh-hm." Big Macintosh nodded.

"Pity it'll all be in vain."

"Mm-hmm."

"Hey!"

Cheerliee did a double-take, looking for who it was that said that. A yellow Earth pony in a hat and vest jumped in front of her and Big Macintosh.

"Oh...hello...?"

"Braeburn!" He introduced themselves. "And Ah'm here to WELCOME YOU TO APPLEOOSA!"

"AAh!" Cheerliee covered her ears. "Could you possibly be any louder!?"

"Ah'll try." Braeburn took in a deep breath. "WELCOME TO APPPPPPPPPLOOOOOOOSAAAA! That better?"

"Much..." Cheerliee responded airily, her and Mac's manes blew askew.

"Why...Cousin Big Mac?" Braeburn questioned. "What are y'all doin' in mah little slice of Equestria?"

Big Macintosh was silent.

Braeburn shook his head and chuckled. "Y'all always were the silent type. Ah'm afraid things haven't been so good around here, though."

"Oh really? Well that's too bad, we really need to be going now!" Cheerliee said quickly, tugging on Big Macintosh's leg.

"Eeyup. Some nasty feller calling 'imself tha' 'Emperor of Destruction' is demanding we dig up a bunch of ol' relics, an' we ain't got the guns to argue wit 'im."

"That's too bad." Cheerliee said.

"There you are!"

Cheerliee huffed. "What now?"

"We've been looking all over for y'all!" Apple Bloom explained. "Me and Smokescreen have gotta get Big Macintosh outta here!"

Braeburn looked at Smokescreen. "Hmm...say there, big fella, y'all wouldn't be interested in helping out a poor little town, would'ja?"

"Oh, I would!" Smokescreen assured him. "But I need to get Big Macintosh to safety first. He's in danger!"

"Danger?" Cheerliee laughed. "Danger? Hahahaha! Well, I suppose you can't fool everypony..."

An eruption of green fire burst out of the ground around Cheerilee, and when it had gone, in Cheerliee's place was a sea-green blackish pony the size of a Princess with a twisted horn, hair like seaward, bug wings, a odd bend in her hole-covered hooves and mesmering green snake-like eyes.

"The Changeling Queen!" Apple Bloom exclaimed.

"Yes!" The Queen hissed in her voice that sounded like two ponies talking over each other. "I've been trying to feed off Big Macintosh's love for Cheerlieee, but he doesn't appear to hold as strong feelings for him as I would like...certainly not Shining Armor's love for Cadence."

"Yeah, yeah, yeah, okay okay, whatever. We need to get out of here!" Smokescreen yelled. "Big Macintosh is in serious danger!"

The Queen scoffed. "Serious danger? Do you realize who you're talking to? The only danger here is ME!"

"Uh...no it's not." Braeburn said. "That feller over there doesn't look too pleasant, either."

"What feller!?" The Queen demanded. Everypony looked at the outskirts of town...where a very nasty Decepticon was approaching.

He was big-shouldered, and purple. His absolute loyalty was made clear by the fact that his face looked like the Decepticon insignia stretched over it. He didn't just have treads in his shoulders; His entire shoulders were made out of folded-up treads! A large cannon was on his arm that had two barrels, one behind the other.

He raised the cannon and shot into the air, the skidding, thundering boom of it's recoil making sure he had everypony's attention. And when he spoke, it was like the drum of his voice was banging on the souls of everyone hearing it.

"The Decepticon Justice Division has come for the head of Big Macintosh."

Author's Note

At the time, I thought I was the first pony to use the Decepticon Justice Division in a Pony-Crossover fic.

As far as the Crossovers Category on Fanfiction is concerned, I totally am! NYAH! And I don't care what you have to say to support evidence otherwise! LET ME HAVE MY DELUSIONS OF GRANDEUR.

In my universe, the Omega Keys, while still mysterious objects of mysterious power, are not finite in number, nor they do activate any Omega Lock. (As they would completely defeat an upcoming plot point in The Reign of Starscream which will later be relevant to 'Infiltration'.

Shining is kinda dense in my stories.

Shining Armor IS dense, and you cannae convince me otherwise!

Defiance

"Decepticon Justice Division?" The Queen questioned. "I have never heard of such a ridiculous group!"

Smokescreen grimaced. "Queenie...you really don't to mess with this guy."

"Who is he?" Apple Bloom questioned.

"Tarn." Smokescreen answered. Despite the relative neutrality of the name itself, the way it practically hissed off Smokescreen's speech synthesizer made Apple Bloom fearful- and rightfully so.

"Surrender Big Macintosh at once and no else has to get hurt." Tarn demanded.

"And if I refuse?" The Changeling Queen questioned.

Tarn transformed, converting into a large tank with four seats on top of it the size for three large Decepticons and one normal-sized one and fired.

Various buildings of the Appleloosa town went crumbling down into dust and wreckage. Some ponies could just barely jump out of the way in time before something hit them, and when the dust cleared, it was evident that Smokesrceen had been the catalyst of the destruction, having barreled right the houses from the impact of Tarn's blast.

Smokescreen himself fell to his side with his jaw open, a huge hole punched into chest.

Apple Bloom ran over to her partner. "Smokescreen?"

The Queen looked at the destruction, then back to Tarn, who transformed back to bot mode.

"Then everyone gets...hurt."

The Reign of Starscream
Chapter 3
Defiance
Episode Synopsis: Twilight is upset when the humans visit: The Wreckers must confront Starscream's mad plan on Equestria.

Fluttershy was amiably watering flowers when she heard metal footsteps.

She gasped. "Decepticons!"

Galloping around her cottage, Fluttershy found the two Decepticons invading her privacy waiting at her door.

"Hello?" She said to them. "Can I help you?"

"Yes." The larger of the two said. He was green and blue, and had some of compartment in his chest. His partner was smaller, black and silver and was like a torture chamber built into a rough robot shape. "We're with the Decepticon Justice Division."

"Oh...I'm sorry, I've never heard of that."

"You have now. It is under good authority that we are informed you faked loyalty to Megatron and the Decepticon cause at one point in time."

"That's true..."

"We're not happy about that. Such an act is disrespectful to the glory of Megatron's image."

"Oh, well, when you put that way...I'm sorry! What can I do to make it up to you?"

"Wear my faaaace." The smaller one droned.

"Oh..um, okay." Fluttershy nodded, looking around. "You're a robot, so I guess that doesn't seem so bad."

The smaller one clasped his hands around his 'face' and pulled it off like mask. The inside of which was covering drills, pin, needles, saws, and just about every tiny sharp object ever imagined.

As the pointy bits began whirring, Fluttershy realized she had been wrong: it was that bad.

On Cybertron...

"So we've got a ghost runnin' around, just doling out Omega Keys to whatever frakkin' ponies he finds on the streets." Kup concluded, looking at the scenario from the most cynical perspective possible.

"That's one way to put it." Luna muttered, perched on the smokestacks of Ultra Magnus, gazing upwards the shadow of Omega Supreme.

"Leave it to Kup to complain about good things, huh?" Hot Shot said. "We have Omega Supreme back! We'll cream Shockwave and take back Cybertron!"

Ultra Magnus 'hmm'ed.

"What is it, Our Fair Magnus?"

"I'm starting to think...you getting that Omega Key wasn't an accident."

"Art- thoust saying Alpha Trion intended for us to take the Key?"

"Yup. It makes sense. You said there was something inside Omega Supreme that sucked in your magic...I'll bet you whatever's valuable on your world that Alpha Trion knew that would happen, and that'd you fix Omega."

Any further attempts at speculation were cut short by Omega Surpreme's booming voice.

"WARNING: SPACE BRIDGE ACTIVITY DETECTED."

"A Space Bridge? Oh! That reminds us!" Luna started fiddling around with spacesuit, looking for the device that would signal to Optimus' allies that she was ready for her Bridge back to Equestria. "Hmm...we...cannae find our beacon..."

Omega Supreme transformed, revealing his vehicular mode of a freaking huge gold spaceship.

Magnus and Luna looked up at it and then each other.

"That should work!"

Optimus Prime and Princess Celestia were some of the most dutiful, responsible, serious Ponies/Autobots around, always ready to lend somepony a should to cry on or a ear to listen to, but strict in their rulings and firm but fair in their judgements.

So it's understandable why somepony would laugh at the sight of the two just lounging around at the top of a tower, lying on couches and exchanging books and the names of book author's from the other's planet.

A Space Bridge opened up on the rim of their chosen dwelling area.

"Optimus, are one of your Autobots visiting?" Celestia inquired.

"No." Optimus answered, which was all the permission Celestia needed to go full-alert.

Shockwave, accompanied by a very crumpled-up looking Vortex, stepped onto the pavilion.

"Shockwave." Optimus greeted with a hint of aggression. "What business do you have on Equestria?"

"Quite a bit, actually." Shockwave answered. He held up a grey sphere with red lines. "I have a proposition for the royalty of Equestria."

"I'm listening..." Celestia said. "But only briefly."

"If you are not aware, Your Majesty, Cybertron unto itself is dead. It's Core can no longer produce Energon, and we must scavenge alternative sources of it from far-off worlds to sustain ourselves."

Celestia nodded. "Go on."

A hologram of Omega Supreme blurred out of the sphere. "This is Omega Supreme. He is an ancient Autobot with origins beyond the understanding of current science, and his systems were corrupted by Dark Energon and forced to shut down...and somehow, this pony" The hologram changed into Luna. "-was able to purge him of his corruption and cure him. I believe the same can be done to the Core, if we could have your cooperation."

Shockwave remained calm as Optimus and Celestia turned to each other.

"What do you make of it, Optimus?"

"It is a possibility I have never once thought of. But Shockwave is a Decepticon. Although I would very much like to imagine the possibility of redemption for the leftovers of Megatron's army, I find myself hesitant to agree."

"Hmm..."

"Of course, if you say no, I will make it clear to Cybertron's returning citizens how you, Optimus Prime, our Savior, ignored my idea, forcing me to turn to whatever other method I will eventually devise to resuscitate our world."

Optimus and Celestia leered at Shockwave.

"You are a shrewd politician, Shockwave."

"Hmmm, you always saw right through me, Optimus. What do you say?"

Celestia looked to Optimus. "Prime?"

Optimus was clearly reserved. "While I am reluctant to trust Shockwave, Equestria's varied magics may prove capable of rejuvenating our home, and his scientific knowledge may deduce the most efficient way to harness it.."

Shockwave would've smirked, had he a face.

In Appaloosa...

Braeburn stared blankly while Apple Bloom attempted to complete a patchwork patch job on Smokescreen's broken chest.

"I will not have my food source deprived of me!" The Queen hissed at Tarn.

"And I will have justice for the name of Megatron!" Tarn countered. "Surrender Big Macintosh!"

The Queen did her arrogant, chiding laugh. "No!"

"Then DIE!"

Tarn converted to vehicular mode and fired a shell at the Queen's general location. She avoided by flying into the with, her quarry of Macintosh clutched in her hooves like a vast, predatory bird.

Tarn cranked his barrel upwards and attempted to hit the Queen again, but she was agile as she was evil, leaving smoking mock-fireworks of misfired shell explosions hanging in the air.

Some distance away on Iron Will's platform, Starscream began noticing the spectacle. "What's all the racket about? OOh!" He was distracted by a small herd of ponies coming towards with Mini-Cons on their backs- some sort of drill/bull and a dormant, translucent bat.

"We hope you enjoy this gifts, Emperor of Destruction." A mare said she slipped the Mini-cons off. "We had to dig up all our flooring to get to them."

"And I will appreciate them all the more for that." Starscream said, bending over to pick both up. The drill flatted into the shape of a ninja star and attached to Starscream's chest, replacing the panel Twilight had torn off him. The bat furled and unfurled until it was the shape of a demonic, monstrous scythe.

"Oooh! I like this one!" Starscream whistled at the scythe in his talons. His moment was interrupted by some soot from another of Tarn's shells falling down on his shoulders. "Will someone-somepony find out what's the reason behind all this!?"

"C'mon, C'mon, C'mon...you can pull through this, Smokescreen!" Apple Bloom begged.

"Ah hate to say it, Apple Bloom, but..." Braeburn pulled his hat over his chest.

"No!" Apple Bloom shrieked. "No, it can't be..."

"It's not..." Smokescreen groaned, barely coming to. "But...is Big Macintosh safe?"

Apple Bloom and Braeburn looked up at where the Queen was consistently dodging Tarn's shell fire.

"Uh...kinda." Braeburn answered. One on hoof, Mac was in the clutches of the Queen...on the other, she was protecting him from the insane Decepticon zealot below.

"Uhhn..." Smokescreen groaned and pounded his fist into the ground, trying to get up. He rose up slightly, then collapsed back down.

"Stay wit me, Smokescreen!"

"Right, right...can you...do repairs?" Smokescren questioned, noticing the work Apple Bloom had done on him so far.

"Ah'm tryin'!"

"You need...some wire." Smokesceen explained.

"Braeburn!"

"Ah'mma on it!" Braeburn disappeared and returned with a mouthful of wire that Apple Bloom almost took into her mouth, but she stopped short.

"ELECTRICAL WIRE, YA NINNY-BRAIN!"

"Mah 'mb'ad!" Braeburn apologized through his mouthful before running off to get the correct wire.

"Hang in there, Smokescreen." Apple Bloom pleaded.

"I'm not going anywhere just yet, A.B." Smokesceen assured her. He looked at the one-sided firefight going on between the Queen and Tarn. "We need to do something for them."

"But what can we do?"

"I don't know...see, no one's ever survived Tarn, per se...they've only escaped him."

Apple Bloom grimaced. She did not like the idea of her brother being a nomad to escape this Decepti-jerk.

Tarn's unrelenting assault finally paid off. The edge of the shell's burst nicked the Queen's wings, preventing from sustaining her flight.

"Gyaaaah!" The Changling Royalty shrieked, juuust managing to slow her descent enough to make it non-lethal.

Tarn transformed and began stomping towards the two, his cannon barrel glowing pink as it charged an unholy laser that would send Big Macintosh and the Queen of the Changelings straight to The Pit.

"So, Smokescreen." Braeburn said, he and Apple Bloom having accepted there was nothing they could do about Tarn.

Tarn aimed his barrel.

"What can y'all do about this Starscream fella?"

Tarn froze, his cannon's charge dissipating into air. "Starscream's here!?"

Braeburn, Apple Bloom and Smokesceen all exchanged glances.

"Yeah...yeah!" They all assured Tarn, hopeful sending Tarn after Starscream would give them a distraction long enough to make Big Macintosh disappear from the J.D's radar. A most successful gambit, given that Tarn's optics were lit up like a protoform at Hearth's Warming Eve.

"Just outside on that edge-a town." Braeburn pointed.

"I'll be back for you two." Tarn warned his near-victims. "You're on the list now, Your Highness, for obstruction of justice." The zealot transformed and started rolling after the edge of town Braeburn had pointed, freeing the Queen and Mac.

"Yes! Chase this Starscream while I escape with my prize..." The Queen stroked Big Macintosh's mane and kissed his cheek.

Apple Bloom and Braeburn were displeased.

"Ah'm gonna give 'er a piece of mah mind!" Braeburn boldly declared, adjusting his hat in a 'macho man' (uh, macho stallion? Colt? Mech?) fashion.

"No need, Braeburn!" Apple Bloom said. "Ah'll just a short a circuit here and use the spark to jump-start Smokes here!"

"Uh, please- that can't work." Smokesceen scoffed, which didn't deter Apple Bloom one bit. A huge spark that nearly singed off Bloom's brows flashed from Smokescreen's chest-hole, and his optics got noticeably brighter.

"That worked! That shouldn't have work! That REALLY shouldn't have-"

"Just shoot the Queen, will ya!?"

Smokescreen sat upright, primed his blaster and fired laser at the Changeling Queen, who galloped towards them and disappeared in a blur of blackish green.

"Well, that was easy." Smokesceen noted. "Big Macintosh?"

"Eeeyup." Big Macintosh said, stoic as Optimus Prime himself, approaching the Autobot newbie.

"Me and Apple Bloom have been looking everywhere for you!" Smokescreen explained.

Big Macintosh was off-put.

"Looking for something there, Maccie?"

"Eeeyup. Apple Bloom."

"What!?"

Smokescreen and Braeburn found, to their horror, Apple Bloom gone.

And on the other edge of town, she was bouncing along on the Queen's back as the Changeling galloped out of reach.

Starscream sat down on the stage he had made into his roost, Iron Will still lying down aside him. His head rested into his claw. Trixie, Flim & Flam and Gilda all around him. Gilda wasn't as perturbed by Starscream's treatment of Iron Will as the rest of them.

An old pony approached Starscream on a walker.

"Yes?" The self-proclaimed Emperor said impatiently.

"I thought I could convince you to leave our town alone with a story." The stallion said in a weak, hoarse voice.

Starscreamed. "PFFat! I doubt it. But humor me."

"Once, ponies knew only hatred." The old one said. "As a result, these powerful spirits of hate and misery known as Windigoes froze the ponies, their crops and their homes over."

Starscream seemed interested, but probably not for the reasons the pony was hoping for. "Go ooooon..."

"Well, what you're doing is very cold, so I would think that story would change your mind."

"Not what I meant!" Starscream hissed. "Where are these...frozen ponies?"

"Oh." The pony said. "They WERE far, far to the edge of Equestria, far to the south. I think the buildings are still standing, too..."

"Excellent..." Starscream rasped, clinking together his claws.

"Starscream!"

Starscream and his brigade perked up at the shout of his name. Tarn was approaching with two more Decepticons- one looked actually kinda normal in white and purple, but with some sorta battery pump in his shoulders. The other was Breakdown/Blackout sized with a red 'X' fused to his face. There was also some sort of cross between a Decepticon and fox leashed with a chain being held by the normal-looking one.

"Er..." Starscream said. "Do I know you?"

"No, but we know of you." Tarn answered. "We are the Decepticon Justice Division. We are here to punish those that dare to defy Megatron by abandoning the Decepticon cause."

Starscream's optics widened as he realized he had abandoned the Decepticons- more than once, as a matter of fact, but-

"You always managed to worm your way back into Megatron's favor before we can get to you!" Tarn raged. "Well, no more! This time, Starscream, you pay for your treachery!"

Starscream folded up the scythe and transformed into his jet-mode and rocketed off. The normal-looking Decepticon shot lighting at him while Tarn transformed and shot off more shells.

Trixie and the Flim Flam brothers retreated to their vehicles and followed after Starscream's smoke trail while Gilda followed beneath the jet.

Tarn transformed back to 'bot mode, and screamed in rage at having lost his opportunity to destroy Starscream...again.

The Combaticons, crumpled like squashed flies from Omega Supreme's crushing of their combined form, stood with their dents showing behind Shockwave. So as to gauge the true intent of Shockwave's purpose based on the actions of his troops. Whatever the Comabticons did would reflect on Shockwave's plans.

"Which is stupid." Vortex griped. "We're the in the top twenty most violent Decepticons. Onslaught can barely control us. How does OUR actions reflect Shockwave's intentions?"

"Pony logic?" Swindle suggested. He looked up as if to observe a bird, but frowned when he saw the huge gold thing that was definitely not a bird. Swindle clasped his hands around his head. "Oh noooo!"

"Don't be so whiny, Swindle."

Omega Supreme's massive space-rocket mode drifted slowly but surely towards Canterlot.

"I have to say, riding around in this giant Autobots makes me feel kinda...inferior." Spitfire whimpered.

"As you should." Kup grumbled.

"There's no need to make 'em feel bad, Kup." Ultra Magnus chided him. "Hey, I have this hammer that shoots lightning and I can't turn in a scrappin' spaceship." The Wrecker leader added to comfort his ponies.

"Hey!" A Canterlot guard flew up into the view of Omega's windsheild. "Who are you!? You're in Canterlot airspace!"

"SUGGESTION: TORPEDO WHITE ORGANIC." Omega droned.

"No need!" Ultra Magnus assured Omega and beckoned Luna to come to the windshield. Whom, when the guard saw her, nodded and cleared Omega to approach.

Omega Supreme hovered over Canterlot, and there was slight (Re; massive) panic over this huge thing that strongly resembled the Decepticon Nemesis ship. It took Fancypants some time to convince his entourage not to panic, and ever more of the same to do the same to the rest of the populace.

Atop Canterlot's platforms, Shockwave was unconcerned while the Combaticons were concerned about Ultra Magnus' group arriving. The two reconvened, reuniting Luna and Celestia ...and for the first time in a very long time, Optimus Prime and Ultra Magnus.

"O.P!" Magnus cried in delight. "What are you doing here?" Magnus noticed Shockwave. "What's he doing here?"

"I am here to oversee the reclamation of Iacon Artifacts lost on Equestria." Optimus answered. "Shockwave is here because he may have devised a method with which to restore our home."

Magnus raised an browplate. "And we're just...okay with this?"

"Logic suggests continuing this war with the Autobots will be cost-ineffective." Shockwave said coldly. "As well as detrimental to Cybertron's condition. Restoring the planet will cause me to look favorable to the returned citizens."

"Optimus, are you okay with this!? You hear him, right? He's just doing this for the political reasons!"

"Be that as it may, Shockwave's ideas are worth considering." Optimus said.

Kup, and Shot and the Combaticons growled at each other and tensed.

"Your Majesties, Lord Shockwave, if I could have moment alone with Ultra Magnus..." Optimus requested softly.

Celestia nodded. She, Twilight and Shining all gathered everypony up and left the Autobot leaders alone.

Ultra Magnus crossed one leg in front of the other at his being left alone. "Luna said you were worried about me. I didn't buy it, of course. The Great Optimus Prime! Shows no fears and sheds no tears! Worried about his little bro..." Magnus chuckled.

Then something downright bizarre happened.

Metal clanged from the sudden movement of the two.

Ultra Magnus could barely believe his optics. Was Optimus...hugging him?

He was! Optimus was hugging him!

Magnus pouted as he realized that Optimus- that his brother had been been worried about him after all.

"...Hey." Magnus said, returning the hug and patting Optimus on the back. "It's all right, Orion. I'm right here, and I'm not going anywhere. Espically not because some 'Con wasted me."

Opt- Orion Pax hugged tighter. He let go eventually, gave Ultra Magnus a soft look, and then turned to walk away from his moment of weakness.

Ultra Magnus did the same, wanting to be sure his big Prime brother couldn't see his face as he went 'Sniff!'.

Applejack and Cheerilee romped into the royal palace gardens. It was the only place large to house all of the Autobots and Decepticons around.

"Applejack!" Twilight greeted. "What's up?"

"Apple Bloom and Big Macintosh are missin'!" Applejack quickly explained. "We can't find them anywhere, and we were hopin' y'all could send out a search party."

Shockwave looked at Onslaught. "Get started on that, will you?"

"W-what? Shockwave, we're a demolition team, not a ...foal-retrival service!"

Shockwave glared.

"Hey...guys." Ultra Magnus said, walking in on it. "What's up?"

"Applejack's siblings are missing!" Twilight exclaimed.

"What!? Autobots, transform and-wait, I have no idea what they look like."

Applejack produced a photograph of her family. Magnus squinted at it.

"Okay! Autobots, roll to the rescue!" Ultra Magnus flicked his hand for his troops to follow and ran out.

Hot Shot and Kup exchanged looks.

"Does Magnus seem...upset about something to you?"

"Fuggeda'boutit, kid. Magnus won't open up to anyone. Lee's go find those siblin's."

So, Kup and Hot Shot followed out after Magnus, aware something was up. The Combaticons rolled out behind them shortly afterwards.

"Omega Supreme had a cargo load of sentry drones aboard him." Magnus informed them. "We can send them out to locate the missing-persons."

Smokescreen drove around plains outside of Apploosa in search of the Changeling Queen. His objective target and his pony partner had traded into the others' position. Now he was looking desperately for Apple Bloom with Big Macintosh riding in his seats.

"Too bad we couldn't take Braeburn with us." Smokescreen noted.

"Eeeyup." Big Macintosh said.

"Do you ever say anything besides 'Eeyup' or 'nope'?"

"Sometimes."

"Huh."

Smokescreen kept driving for a while.

"You know, you seemed kinda calm that Queenie's got your baby sister. Any reason why?"

Big Macintosh put a on serious face. "Cos Ah will look for mah sis, as long as Ah still have life in me."

"Hmmph!" The Changeling Queen muttered, having stopped to a rest in the middle of Celestia-knows-where. Apple Bloom, entrance, walked around in circles under the Queen's watchful eye.

"All those fools think that the spell Cadence and Shining Armor took care of me and my changelings for good!" She pounded her hoof, still observing the entrance filly. "They were wrong! There is still life in both them and myself!"

Starscream flew over a huge, huge expanse that switched from scorching desert to freezing wasteland. Trixie and the Flim Flam bros followed reluctantly on the ground, having decided they were too far to turn back now.

"So, 'Scream," Gilda said causally, flying alongside him. "What are we doing in such a down place? It's cold here."

"Why, we are here to find the ponies of the past...and bring motion back to their still life."

Vortex flew around...who knows-who cares in search of the dumb ponies Shockwave wanted him to find. What was so important about them anyway? Were they part of some super-old weapon system like the Omega Key/Supreme thing, or what?

He was mildly intrigued when a pony-like thing that wasn't a pony pulled beside him in flight. It was a blackish-sea green with a crest instead of a mane with blue eyes in it's snout head. The more he looked at it, the more Vortex got freaked out. It reminded him waaaay too much of an Insecticon. Which was bad, because Vortex didn't like Insecticons. Who did, really?

"Hey, buddy. I'm sorry if I seem crude, but you can back away a bit? You're freaking me out."

The Changeling responded by hissing. Envopling itself in a green flame, it turned into an exact match of Vortex's vehicle mode.

Vortex got offended. Like, really offended.

"OOOOHHH...you did not just do that, pal!"

"OOOOHHH...you did not just do that, pal!" His doppelganger parroted him.

"Oh, a copycat, huh?" Vortex flew up over his doppelganger and transformed. "Copy THIS!"

Vortex pulled out his sword and stabbed through the rotors and into the cockpit. Wounded, his doppelganger crashed to the ground with him on top of it. He jumped off the fake just before it reverted back it's true form.

Looking at it the disgusting little thing, Vortex bent over and picked it up.

"You know what? I bet Shockwave will want something to do with you." The last sentence was whispered into the bleeding Changeling's ear like a betting pool being started.

Of course, Vortex hadn't accounted for the Princess...

"VORTEX, GET THAT DISGUSTING CREATURE OUT OF MY SIGHT!"

"Okay, okay! Yeesh! Say it, don't spray it."

"Hey! You can't talk to the Princess that way!"

"Everyone- pony, please calm yourselves!" Shockwave walked over to Vortex and snatched up the Changeling. "I will take this creature and dispose of it properly while Vortex apologies for his poor conduct to the royalty."

Shockwave left the gardens, leaving Vortex boastful that his hunch had been right. Of course, now he had to apologize to the Princess...ugggh. The Princess was nice, but Vortex wasn't, so apologizing wasn't easy for him to choke through.

Aboard Omega Supreme, Hot Shot was still anxious about what had shaken up his commander. Ultra Magnus was the leader of the Wreckers, so it must have been something bad to have gotten to him.

The ponies had left Omega. They had completed their task; confirm Magnus' condition for Optimus. Though Luna said she and Magnus should get together sometime.

"So...boss?" Hot Shot said. "I know's something's bugging you. What's wrong?"

"It's none of your concern, Hot Shot."

"All right...but you know, if you need someone to talk to..."

"Noted."

Before Kup could call Hot Shot a moron for trying to get sappy with Magnus, or Hot Shot could say something stupid in an effort at humor, a beep came from Omega's controls.

"We got a hit on the big red one! Autobots, roll out!"

Smokescreen had been running around in circles for hours now in search of Apple Bloom. At least, it felt that way, and they had to be far, because Smokescreen could feel the sand turning to snow beneath his tires.

"I'm starting to think we're not gonna find her, Big Red..."

Big Macintosh was solemn. He looked up through Smokescreen's windshield. "Eeh, Ah think yer wrong about that."

Up ahead in the snow was group of Changelings, the Queen visible due to her large size.

"All right!" Smokescreen shouted. "Let's put the pedal to the metal!"

Big Macintosh clung to the seat for dear life as Smokescreen picked up incredibly speed, bent on ramming the Changelings onto his hood.

"Distract them!" The Queen ordered as she levitated Apple Bloom on her back and dashed away.

"Oh come on!" Smokescreen complained. He ejected Big Macintosh out and transformed to robot mode so he could arm his blasters. He aimed for the Queen, but the Changelings he had knocked askew recovered and shapeshifted into him- complete with blaster arm out.

"Uh...oh." Smokescreen noted at the rather bad situation he was in.

One of the Changeling Queen's most noticeably features was her overbearing ego. So of course she didn't think something would stop her from escaping with Apple Bloom yet again since she had already done it once.

Of course something did.

Of course, that something was Tarn's leg.

The Queen looked up at the Decepticon sub-lord's face.

"I warned you were on the list." Tarn growled.

"So!?" The Queen demanded, getting ready for a fight. Her horn lit up with energy, and she blasted Tarn straight in the head with her brainwashing magic at full blast.

Tarn's eyes glowed green...briefly.

"Well, that was a mildly painful experience." Tarn noted. "Remove the filly!"

A gripper claw formed from the member with the 'X' on his face-Tesarus- that extended out and plucked Apple Bloom off the Queen's back. Helex dropped Apple Bloom away from the Queen.

"Just...what are you are going to do me?" The Queen demanded.

"Why..." Tarn held up his fingers, where black blades popped out of them like retractable fingernails. "We're going do to you...what the Decepticon Justice Division does."

"And...what about the filly?"

"She hasn't done anything. In fact, Helex? Take the filly away from her. No need for the young ones to see the Queen's fate."

Lo, Helex, the bulky one at Fluttershy's earlier, took Apple Bloom and marched away while the Decepticon Justice Division did their dirty on the Queen.

The Queen scrambled to her hooves, but a leather whip snapped around her back leg and brought her down. A manipulator claw grabbed her wings, and an electrical coil coiled around her other back leg. Then, just to make the image complete, a metal brace serving as gagged was stuck to her mouth by another manipulator before she was dragged towards the D.J.D's torturous alt-modes..

"Eeeeh..." Smokescreen and Big Macintosh stood still, a Mexican stand-off, as they were quite clearly outnumbered and outgunned by so many Changelings being Smokescreen.

The Smokescreens started advancing towards the both of them. They backed away, although not really having anywhere to run.

"Can't we talk about this?" the real Smokescreen questioned. His clones pointed their blasters.

Smokescreen whimpered, closed his optics, took in a deep ventilation, and got ready to fight. "HIIIII-Y-"

"AUTOBOTS, WRECK AND RULE!"

Ultra Magnus, Kup, and Hot Shot descended down from the sky, transforming as they landed. They all fired shot well-placed shots with weapons ranging from a boomstick, to a 'quad laser' to a huge rifle.

"Hhyup!" Ultra Magnus threw his rifle into the air, and it transformed into the Magnus Hammer.

(Why someone would need to work the ability to transform a hammer that shoots lightning into a rifle is a mystery for the ages.)

Magnus slammed his eponymous hammer into the ground, where dozens of lightning bolts shot from it's head and electrocuted everyone else present- the real Smokescreen and Big Macintosh included.

The Changelings reverted to their true forms and fell to their sides, electrocuted into unconsciousness. Big Macintosh followed.

"...I had things under control." Smokescreen weakly told the Wreckers. Then he fell to his own side with a groan of metal, as knocked out as the rest of them.

"...Whups." Magnus noted.

After a while, Smokescreen and Big Macintosh came to. Ultra Magnus went to help the rookie back onto his feet, while Hot Shot took careful note Macintosh's movements.

"You all right, solider?"

"Yeah..." Smokescreen groaned as Ultra Magnus propped. "I'm fine, siiiirr...Oh holy! You're Ultra Magnus!"

"That is my name, yes."

"A legendary name! Everyone knows who you are. The leader of the Wreckers!"

Smokescreen started having a, for lack of better words, total fanboy freakout.

"I'm interacting with the leader of the Wreckers! With Optimus Prime's brother!"

Ultra Magnus' eye twitched. He struck Smokescreen upside the head.

"OW! What was that for!?"

Ultra Magnus answered by turning away and walking off in a huff.

"What's got him all riled up?"

Hot Shot put a hand on Smokescreen's shoulder. "Don't take it personally, kid. Something's been bugging him since we came outta Canterlot."

"Hm."

"We still need to find Apple Bloom." Ultra Magnus said "Kup, you take Big Macintosh back to his family while Hot Shot, I and this dingbat look for her."

"Roger." Kup saluted. He approached Big Macintosh to take him into his car seat, but the large and powerful Earth pony bucked his hand away.

"Ah ain't goin' nowhere 'til Ah knows where mah little sis is." Big Macintosh told them.

"Family...um, colt, I guess? I can respect that." Hot Shot noted.

"Big Macintosh! Big Macintosh!"

Everyone looked to the side. Apple Bloom was running fast towards them.

"Apple Bloom!" Big Macintosh exclaimed in a rare show of emotion. He dashed towards his sister and glomped her. "How'd y'all git away from the Queen?"

"Ah don't know...Ah had her spell on me, and when Ah came outta it, Ah was bein' carried by a Decepticon! He just dumped me in the snow and told me to go on mah way."

"That doesn't seem very...Deception-ish." Smokescreen said, facing Ultra Magnus. "You think we should be concerned, sir?"

"It doesn't matter." Big Macintosh said. "What matters is we got Apple Bloom back, safe and sound."

"Yeah..." Magnus said quietly. "Autobots, return to Canterlot for drop-off of recovering missing persons."

Ultra Magnus transformed and drove off slowly, leading Smokescreen and Hot Shot to wonder what was still gnawing at him. In truth, seeing Big Macintosh and Apple Bloom- seeing siblings reunited- had shook Magnus, emotional exposed after the event with Orion earlier today...

Starscream and his entourage made their way through the snowy wasteland, so far away from their foothold in Apploosa.

Trixie grunted when her wagon suddenly hit something in the road. "Hey! Who is so insolent that they would stand in the way of Trixie's wag-AAAH!"

Trixie screamed at what she saw. The remnants of the Queen after the Division was done with her.

(Let that sink in for a moment...)

"What's causing the slow-down?" Starscream demanded, transforming and landing. Trixie whimpered and pointed at the Queen's corpse.

Starscream's optics widened. Even he was used to mutilation quite on this...level. It couldn't be called that, even. The level it was on was so high it broke the level meter. But Starscream adjusted to it and 'hmm'ed.

"What is this creature, exactly?"

"It's a Changeling." Trixie managed to stutter out between breaths. "It feeds off ponies' love for each other."

"Hm. Interesting. And the horn..?"

"It works the same as -a unicorn horn, as far I know."

"Hmm. Ah!"

Starscream got an idea. An awful idea. An awful, wondrous idea.

He rasied his claws, bent himself, and slashed at the Queen's head. Starscream rose back up to full height, a severed Changeling Queen horn in his grasp. His chest panel and the Mini-Con that had been acting as such moved and transformed until his Spark was visible.

Starscream, without fear or caution, rammed the horn straight up into his Spark, right next to the Dark Energon occupying the nearby space.

"Hhhhoh!" Starscream moaned as the power began filling into him. "Yes!"

His optics flashed a brilliant green.

Back at Ponyville, Rainbow Dash was flying about. She had decided she wanted to share with her lover's chocolates with Fluttershy, so as to devalue their sentiment.

Of course, she wasn't ready to see Fluttershy's utterly shredded lady-bug mode sparking on the ramp that led to Fluttershy's cottage door.

"Fl...Fluttershy?" Dash stammered, landing gently in front of her.

"Oh!" Fluttershy exclaimed, still ticking. The torn-apart ladybug pulled itself together...loosely, and transformed into a very Energon-covered Fluttershy, with the fuel dripping down her cheeks. "Are they gone?"

"Is who gone?"

Fluttershy did a double-take. "Oh, okay. They're gone. Oh, Rainbow Dash! It was awful! There were these very big scary Decepticons that wanted to murder me for me feigning loyalty to Megatron! I managed to trick them by converting into my beast mode and lowering my signals down, but it was nerve-wracking!"

"Hey, hey." Dash said, rushing to her friend's side. "It's okay. They're gone now. Here, I came by to share with you these chocolates."

Rainbow Dash presented the heart-shaped box on her tail.

"Oh, Rainbow Dash!" Fluttershy exclaimed, blushing. "You shouldn't have..."

"Indeed you shouldn't!"

Both pegasi weren't expecting a pony in a has-mat suit to gallop towards them.

"We've received information from a baby dragon that suggests that box is part of a group that contain spiked chocolates with spores of unknown origin inside them. Please, allow me to take it for testing."

"Oh. Of...course, officer."

Rainbow Dash surrendered the corrupted chocolates without a fight.

Rarity was sewing together another dress for another client when she heard a knock on the door.

"Coooming!" she said in sing-song. "Don't touch that dress, Sweetie Belle." she added to her little sister as she went to answer the door. She was really not expecting who she saw on the other see.

"Miko! Rafael! What are you doing here on Equestria!?"

"Well," Miko drawled, "You remember when I said if you didn't come to visit, I'd kill you?"

Rarity frowned."Oh, please! My sister is here!"

Miko patted Rarity's chest. "I'm joking! Eesh, Rarity, lighten up. Me and the bots all figured it would be easier for us to visit you. You know, since WE are the ones with the Space Bridge and all."

"And Rafael?" Rarity questioned, turning to look at him.

Raf scraped his foot nervously. "I missed you."

"Oooh!" Rarity cooed at Raf's adorability.

"Rarity?" Sweetie questioned. "Who's there- what are those?"

"Oh, Sweetie Belle!" Rarity exclaimed. She motioned for Miko and Raf to step inside. "These are friends of mine, Miko and Rafael. Miko, Rafael, meet my darling sister, Sweetie Belle."

"Whazzap?"

"Hello..."

"Hi!" Sweetie Belle raised an eyebrow. "They look kinda weird."

"Of course they look weird. They're aliens."

"Ail...eeens?"

Rarity shook her head. "Never mind. Rafael, why don't you familiarize yourself with Sweetie while Miko and I talk Wrecker talk?"

It was Raf's turn to raise an eyebrow. Exactly what could Rarity have found on Equestria that would be any interest to any Wrecker? Despite this, he approached Sweetie Bell. Sweetie being an equine creature, she was still intimidatingly larger then him 'spite her young age. She was actually more intimidating than her fully-grown sister, in a way, being closer to his size.

"You're...kinda cute." Raf muttered in an attempt at conversation. Sweetie stared blankly, getting to the point that Raf was about to ask if she was okay.

"You think I'm cute?"

"Well, yeah. I think Rarity is pretty, too. I guess it just runs in your family."

"Say, Miko?" Rarity questioned. "Did anypony else come to Equestria with you?"

"Well, now that you mentions it, there was one guy..."

Back in Canterlot, Twilight and Shining were enjoying a leisurely stroll along one of its many bridges.

"I'm so glad you embraced being a Terropony when you did." Twilight expressed. "If you had kept on, the Dark Energon would've started trying to reject you instead."

"Yeah." Shining murmured. "Just because I accepted it doesn't mean I have to like it."

Twilight made a disappointed noise. "Oh, well. I guess you just don't feel it the same way I do."

"You actually...feel it, Twiley?"

"Yeah!"

"Twiley?"

"Yes?"

Shining pointed to the other end of the bridge. "What's that?"

Twilight looked.

Standing at the other end of the bridge, with his hands in his pockets and uncertainty all over his cheeks, was one Cody Burns.

Twilight's eye twitched. She whipped around and lashed at her brother. "Shining, that is a disgusting creature, and I would appreciate it if you had your guards remove him with as much unnecessary force as possible!"

Twilight turned around and stomped off.

"Whoa." Shining whistled. He turned back to Cody. "What did you do to her, kid?"

Cody signed. "I made her like me without meaning to."

"Oooh!" Shining winced, understanding Cody's plight. "That's rough, buddy. Why don't you try to talk to her?"

Cody raised an eyebrow. "Did you not notice what just happened?"

"Right, right...um. You know what?" Shining thwacked Cody on the back with his hoof towards Twilight's direction. "Just try, okay?"

Cody nodded. "Twilight!" he shouted, running towards the start of the bridge.

Twilight was still by the bridge's lip, but she made no effort to let Cody know she heard him.

"Twilight!" Cody said. "I talked to the Autobots."

"That's nice." Twilight hissed.

"I figured out something. That ambush you thought I led you into? That was sort of the last straw for you, wasn't it? Sure, you had some bad experiences with humans before that, but...it was me betraying you that made you think all humans are bad, wasn't it?"

Twilight turned her neck around to look at him. "You're awfully analytical for one so young."

"I get lucky sometimes. But you need to know: That ambush was Kade's idea, not mine."

Twilight glared. "Do you expect that knowing that will just make me forgive you?"

Cody signed and hung his head. "I don't. But I was hoping..."

Cody turned around and walked towards the end of the bridge Shining was on.

"GGAAAAH!"

"Twilight!?"

Cody felt himself forcefully jerked back by the hood of his jacket, and he was pressed into Twilight's chest, her Unicronian wing wrapped around him like a comforting hand. Twilight nuzzled his head.

"Why can't I quit you?" Twilight sharply demanded of him.

"Uh, I have no idea what that means."

Starscream and his entourage stood by a cliff. A very particular cliff. The cliff Starscream had been looking for. The cliff where stood the still-standing ruins of the unicorns' castle before the founding of Equestria.

"Why is this place so special, Lord Starscream?" Flam questioned.

"Because, Flam." Starscream answered. The Seeker was looking at the view offered by the cliff, where abandoned hoods and other cloths were lying, untouched by time since the day they were tossed aside by captured Earth ponies. "A pony told me of how ponies who lived here lived in constant hate and disharmony...and where there's hate, there's war. Where there's war, there's death."

Starscream levitated his Dark Energon cluster off Trixie's wagon using the Changeling magic he absorbed. He had mastered it quickly, thanks to Dark Energon's tendency to leech and draw power from nearby sources to better it's own purposes.

Starscream levitated the chunk high, high into the sky and let it drop to the vast snowy field below. Falling from such a height, the Dark Energon had more than enough momentum to plow straight through the ground and sink itself deep inside the frosted earth.

The Dark Energon's influence spread as fast as Dark Energon influence spread. Which was pretty damn fast.

Cracks in the earth spread from the impact, lighting up in the same starry glow as the Dark Energon infested Earth and Cybertron.

Black hooves punched their way out of the ground. Followed by the rest of the ponies' bodies, painted over in black not only from age, but also from the Dark Energon now moving their corporal forms that lost their souls more than a thousand years ago. The window of opportunity for their limbo as explained by Twilight having long passed. Unicorns, pegasi, and Earth ponies alike burst out of the ground, Dark Energon aglow in their veins.

They quickly started attacking each other, their hatred for the ponies who were not of their own sub-race unhampered by time or Dark Energon.

"What are you doing!?" Starscream demanded. "I resurrected you, not so you could fight each other, but so you could serve me and overthrow Princess Celestia!"

All of the unicorns on Starscream's gang eyes widened. They had no idea Starscream's plans reached that far up the power structure.

Starscream's optic twitched as his brilliant plan was undone before it had began.

"I...am Lord Starscream, Emperor...of Destruction. And you...will...OBEEEEEEEEEEY MEEEEEEEE!"

Starscream's insignia began glowing violently (-no, that's not a typo.) and shot three beams of light into the sky. A ring of purple Dark Energon fire burst out from his feet that washed over everything in range- the undead ponies below, Trixie, Flim and Flam and the Super Speedy Cider Squeezy 3000. In particular, the wave spread Dark Energon through the last four parties, giving them advanced levels of corruption in a matter of seconds.

Still, it wasn't enough to equalize them with Twilight. Twilight had Unicron himself inside her head.

But that aside, the ring was such an impressive display of power that the Terrorponies below were brought to heel.

"Hahahahahaa! YES!" Starsceam boasted, pumping his fist into the air. "Now this- THIS is a TRUE armada worthy of being my army!"

Starscream's gloating was cut short by the sound of wailing.

"Will you knock off that infernal wailing!?" Starscream demanded his lieutenants.

"It-it's not us, Lord Starscream!" Flam tried to reassured him.

Starscream put his claws on his hips. "Then who...is it!?"

Flam pointed upwards. Starscream directed his gaze such.

Up in the sky, forming snowstorm clouds all around, were wailing, howling ghostly things. They looked more like Earth(ling) horses then ponies, with longer snouts and thicker chests. But where there should've been calves, was instead ghostly tails.

"What are those!?"

"Windigoes!" Trixie exclaimed.

Twilight and Shining Armor brought Cody to meet up with Optimus. Shining decided to interact with them both in the most naturally way possible.

"Shining!" Twilight whined. "Do you have to show Optimus and Cody all this pictures from my foalhood?"

"As your big brother, it's my job to show all your friends embarrassing pictures from your foalhood!"

Before Twilight could protest further, her's and Shining's horns suddenly lit up brightly and they both fell to their sides. Cadence and Cody rushed to their aid as they started making moans that a boy Cody's age should probably not be around to hear.

"Twilight..." Shining said once their fit had stopped. "What was that!?"

"That," Twilight answered, "was Dark Energon. And a lot of it..."

A Cybertronian terminal computer was not, in of itself, complex. To Cybertronian standards, at least. It was a simple machine, meant for carrying date from one port the next and not much more than that.

Which is what made it so perfect for testing Shockwave's theory.

All around in the mad scientist's lab, Changelings had been stuck to the walls, their limbs bound together and some twisted cables made by Shockwave's dark science attached to their horns.

"Unplug the terminal." Shock ordered the Decepticons. Blackout stepped forward and yanked the plug carrying power to the computer, causing the machine to shut off.

"Activating machinery...this is Changeling-power test in three, two, one..."

Shockwave threw a lever.

The Changelings hissed and shrieked in pain as the cables began to forcefully harvest their magic from their horns from them. Green energies were carried along from the cables to the terminal, bringing it back on-line, but it's on-screen display was Changeling green rather than Decepticon purple.

"Success!" Shockwave exclaimed. "Success!"

"Now what do we do?" Barricade questioned.

"Now...we go full-scale. Return to Equestria! Find me more Changelings! By the THOUSANDS! Then...we put our names down in history as the engineers of Cybertron's salvation! ...Well, I will. You're not engineers."

It didn't take long for Shockwave's demands of Changelings by the thousands to be met. The Decepticons quickly pinpointed the dead forest where most the Changelings were sent after their failed attack on Canterlot.

Thanks to Bruticus, of course. Oh, the Changelings tried to replicate him, certainly, but they only mimicked his body and size: They couldn't replicated the broken merging of individual minds that was what truly formed Bruticus' unstoppable rage.

So, Decepticons, Vehicons, Insecticons, were all invited to see the set-up Shockwave had made at one of Cybertron's once-grand outdoor stadiums. Panels and panels and panels, painted green to match, suspended in mid-air via posts, all with bound and gagged Changelings writhing in fruitless bids for freedom.

Shockwave began to deliver a speech.

"Decepticons!" Shockwave shouted from the podium. "Long ago, when great Megatron began the Decepticon crusade, he used Dark Energon in his quest. As a result, our beloved home of Cybertron...was extinguished. Some have argued Megatron was saving Cybertron. That it was our war with the Autobots that destroyed it. But rest assured, my fellows! After we pull these switch, you can play the blame game all you wish, as it won't matter anymore! For Cybertron shall LIVE-AGAIN!"

Shockwave, Blackout, Barricade, and the Combaticons all grabbed levers.

"Before we throw this switches and begin our home's restoration, are there any who object to the idea of using these creatures?"

The crowed chorused approval of Shockwave's scheme- or disregard for the fleshy Changeling organics' fate.

"PULL!"

Shockwave and his inner circle pulled down the levers.

The crackling sounds made as the Changelings' magic was forcefully drained out of them were audible from space. Or would, if sound traveled in space. The flashing light was nearly visible from the same distance as well.

The Changeling magic traveled along pipes that the Decepticons had set up to reach down all the way into the Core of Cybertron, where Dark Energon was just waiting to be purged.

The Changeling magic had actually quite a positive effect on the inner workings of the planet itself as it traveled down. It was, in a sense, a kindred spirit as both Changelings and Cybertronians were shape-shifters (though of different varieties.)

The Core, once the magic had reached all the down, began to glow green as Changeling after Changeling was sacrificed to the machine. Now given power, the Core reactivated and purged itself of Dark Energon with some well-applied blasts of magic.

What was supposed to have taken millions of years was being done in less than hours.

The Core sent it's new magic throughout it's veins- the very veins of Cybertron itself. In minutes, the planet was glowing green. Broken machinery began to work and repair itself. Buildings transformed themselves into a operational- or at least more appealing- state.

The Core let out a pulse, sending an encoded message directly into the brains of Cybertronians across the solar system-systems, no matter how far away, with the one simple message.

"Come home."

And if one were to pass by in a starship, they could see as Cybertron's surface was lit up again- not with Energon, but with Changeling magic.

A little deeper in at an abandoned alleyway... the Old One, the Autobot-aligned near-god, very much alive Alpha Trion...was mortified.

"Shockwave, what have you done!?"

The Wreckers, plus Smokescreen and the Apple siblings, were almost out of the snow and back into the desert.

"Heey..." Apple Bloom said. "What's that in your rearview mirror, Smokescreen?"

"That? That's a..." Smokescreen's rearview mirror adjusted. It was showing three beams of purple shooting off into the sky. "I don't know what that is."

"Hmm." Ultra Magnus swerved around to examine the pillars.

"Should we investigate?" Smokescreen asked.

"Nooo."

"Oh. Okay."

In an example of cartoon physics, Ultra Magnus reached over with his front wheel and slapped Smokescreen's hood.

"I was being sarcastic, you moron. Of course we're going to investigate it!"

Kup opened his door and ejected Big Macintosh.

"You, however, will be taking Big Macintosh and Apple Bloom back to Canterlot." Ultra Magnus amended. "Applejack needs to know her family is safe."

"But-!"

Ultra Magnus rammed into Smokescreen, throwing the smaller race car about.

"That's an order." Magnus growled coldly. "You get those ponies back home, or I will salg you myself!"

"Whoooa..." Smokescreen gaped as he watched the rearview of Magnus' trailer disappear. "What crawled his tailpipe and died?"

"Sumthun' went on with his brother." Big Macintosh concluded.

"How do you know that?"

"We're all ponies deep down." Mac said like an old man. "An' Ah can tell when a pony is havin' trouble wit' his brother."

"Mm." Apple Bloom grunted at her brother's wisdom. "Say, wut do y'all think those purple rays were, anyhoo?"

"Who knows? Ultra Magnus will take care of it." Smokescreen said.

They kept on in silence for awhile, the only sound being the hum of Smokescreen's engine and the ocanisonal gust of wind.

"Darn it, Apple Bloom! Now you've made me all curious!"

Smokescreen swerved around.

At the snowy ground leading to the old castle of the unicorns, the Wreckers pulled up. They were greeted by the sight of absolutely nothing except a big old castle atop the plateau.

"There's nothing here!" Hot Shot complained. "We drove out all this way for nothing!"

"All right, Autobots..." Ultra Magnus said. "Let's head back- wait, what's that noise?"

Up on the plateua, the castle's gate fell down. Its chains should've rusted and broke already, after not having been used for so long...

"CHAAAAAARRRRGE!"

Starscream's Terrorpony horde came stampeding out. The Flim Flam Brothers' cider machine led the charge, followed by Trixie's wagon and Gilda overhead. Starscream had taken them inside to organize his army before he marched on to Canterlot. The Seeker himself flew out slightly behind Gilda.

"So...what should we do here? I mean, what's going on?" Hot Shot questioned. For all the Wreckers knew, this was just some sort of werid pony holiday where everypony dressed up in black paint.

"Hey!" Trixie shouted, pointing. "What're those!?"

"Those look like...Autobots!" Starscream realized.

"Which are..?"

"Our enemies. DESTROY THEM!"

Starscream fired a rocket down a them, making it clear to them this wasn't a holiday of any sort.

"Autobots, ROLL FOR THE WRECKAGE!" Magnus commander. The Wreckers transformed and primed thier huge freaking cannons.

Starscream exclaimed at the sight of Ultra Magnus. His fear was so bad that his jet mode shook unsteadily.

"Lord Starscream?" Flim questioned. "What's wrong?"

"Those aren't just any Autobots! Ultra Magnus is there!"

"Is that bad?"

"Oh, yes."

Flim and Flam jumped off their machine and joined in the stampede on hoof.

The Super Speedy Cider Sqeezey 3000 rolled ahead of the stampede and jumped, transforming in mid-air as it do. A side effect of its being infected by Dark Energon. It's robot mode was built like a steampunk pony android, with bronze gears visible in it's legs and a pair of Bumblebee-style optics in its head. It's over-all size was about enough to reach an Autobot chest with it's head.

It charged straight at the Wreckers.

Hot Shot cocked his quad laser thing. "I've got him." the blue car charged right back at him and pounded the atrocity in it's chest.

Ultra Magnus jumped, clearing an huge patch of land with a single bound and slammed his Magnus Hammer into the ground. The typical, expected lighting-shockwave flared out and electrocuted some of the front infantry of the Terropony horde.

"Nhhaa!" Starscream growled. He transformed and landed in front of Ultra Magnus.

"Starscream?"

"The one and only!"

"What happened to you?" Ultra Magnus questioned.

Starscream's robot had taken some sort of turn for the worse. His hunch was more prominent, his eyes were glowing light blue, and ice was coating the edges of his wings.

"Oh, well...when I brought back my little ponies here, these creatures called Windigoes came around to start feeding on their hatred. They were so grateful to me for restoring their food supply they gave me some of their magic!"

For an example, Starscream held his claw and literally blew Magnus away with a powerful gust of cold wind.

"Pftf," Magnus scoffed as he got back up. "I have a hammer that shoots lightning. You're gonna have to pull out something pretty to impress me, Starscream."

Ultra Magnus launched his arm-rocket at Starscream, who held out his other claw and grabbed the rocket in a green glow.

"Pretty enough for you?"

Starscream threw the rocket back towards Magnus, but the Wrecker was quick on the draw and fired his cannon before his own projectile could reach him.

Smokescreen pulled up around the rim of the battlefield, staying out of sight before Magnus caught him and lived up to his promise.

"Wut's going on!?" Apple Bloom exclaimed.

"It looks like a bunch of pony zombies and...Starscream (!) are fighting the Wreckers?"

"Who's that?"

"One of the meanest Decepticons ever. I heard all sorts of stories about the stilletoed-toed creep back on Cybertron."

"We should do sumthun'!" Apple Bloom exclaimed.

"Are you kidding? It's your fault I even came here in the first place! If Ultra Magnus finds out I'm here instead of-"

"Well, what have we here!?"

Trixe, Flim and Flam all encircled around Smokescreen.

"Looks like another Autobot."

"What's he doing out here by himself?"

"Ah'll handle this." Big Macintosh told Apple Bloom. The red stallion exited the door and stared Trixie down. Flim and Flam narrowed thier eyes, recognizing him.

"Well, well, well! This farmer pony thinks he can defeat us, don't you?" Trixie taunted him.

"Eeeyup."

"Ha!"

Trixie, Flim and Flam all fired purple beams at Big Macintosh, who ducked. The beams exchanged paths in a triangle and knocked Trixe, Flim and Flam all onto their sides. Apple Bloom and Smokescreen gave Big Macintosh compliments on his excellent takedown.

Things weren't going so well on Magnus' end. Starscream throwing back everything Magnus threw at him.

"Well, this has been fun, but I really must make sure my army is properly led." Starscream said. He snapped his claws, and one of the worst things imaginable landed in front of Ultra Magnus.

A Princess Terrorpony. Odd, as they were no known Princess during the time of most the ponies that Starscream resurrected. It was, in fact, a little taller than Celestia, its wings were like fins, and its mane an aurora borealis. Red mist was coming out of its muzzle, and its royal regalia was rusted over. The result made the jewerly look copper, refusing to look any less impressive from its age.

"That doesn't scare me." Magnus growled. He fired his reloaded rocket at the beast. The Terrorpony Princess responded by blowing apart the missle in mid-air.

"I grow tired of this." Starscream rasped. He flexed his claw, bringing aglow with Changeling energy. "You know, I'm told Changeling magic has the capacity...to brainwash."

Ultra Magnus laughed. "Ha! I don't care how many different magics you have. You're not controlling me, Starscream!"

"We'll see about that."

Starscream fired a beam that hit Magnus square in the head.

"Oh, scrap!" Smokescreen swore, observing. "If Starscream brainwashes Ultra Magnus, we're all going to the scrapheap!"

Magnus' optics flashed green, rolled around, then stopped. He groaned and rubbed his head sorely. "I'll admit, 'Scream...that hurt."

"Hurt?" Starscream questioned. "It's not supposed to hurt, it's supposed to brainwash you!"

Starscream fired another blast, with the same result. Ultra Magnus groaned again. Starscream kept blasting until Magnus fell to his knees, dropping his Hammer with a loud thunk. Refusing to go down so easily, Magnus shakily aimed his rocket at Starscream again and fired, but his unsteadiness cause the rocket's trajectory to fly right over Starscream's shoulder.

"I just took down Ultra Magnus." Starscream realized with a growing smile on his face. "I JUST TOOK DOWN ULTRA MAGNUS!"

"So?" Gilda questioned.

"SHUT UP! THIS IS A VERY BIG ACHIEVEMENT FOR ME!"

"MAGNUS!" Kup shouted. He blasted apart one more group of Terrorpony infantry and ran for Magnus' aid, but the Princess blockaded him and blasted him down. Hot Shot wasn't doing much better against the Super Speedy Cider Sqeezy 3000, either.

"Oh...not good." Smokescreen whimpered.

"Smokescreen, ya gotta do sumthun'!" Apple Bloom begged.

"No! I was okay with staying while Magnus didn't see me, but when he sees that I disobeyed a direct order for himself, he'll"

"Smokescreen." Big Macintosh interrupted. "Ah think y'all should try."

"Try what, exactly!? Did you not just see that 'Con take down one of the greatest Autobots of all time!?"

Big Macintosh pointed. "That hammer seems mighty powerful on its ownsome."

"What!? No. No way. That's the Magnus Hammer! That's a holy relic of Optimus and Magnus' family line! I can't use it."

"Ya gotta try!" Apple Bloom begged, making her eyes as pleading as possible.

"...Oh." Smokescreen folded against Bloom's eyes. "Stupid pony optics." he ejected Apple Bloom out his door and transformed. "But you both stay here."

The two nodded.

Smokescreen made a mad break for the Hammer, passing Hot Shot along the way.

"Hey!" Hot Shot scolded. "Magnus told you-"

"I know what Magnus told me!" Smokescreen cut him. "I'm trying to save the day!"

Thankfully for Smokescreen, Starscream had turned away from Magnus and was walking up the cliffside back towards the castle. Smokescreen dropped and slid towards the Hammer, which was extremely heavy.

Smokescreen facepalmed. "Of course it's heavy. Why wouldn't it be?"

Smokescreen noticed a small handle built into the side of the Hammer. Grabbing it, Smokescreen found the Hammer much easier to lift.

"Oh...this way keeps the weight of the Hammer more like this, so weaker Autobots can lift it!" Smokescreen exclaimed, awed at the hammer's simple, yet effective design. Smokescreen steadied the Hammer in his grasp and looked at Starscream, whose back was turned.

Apple Bloom could just hear the opening cords of Stan Bush's "The Touch" going off. ("Wut's that noise?")

Smokescreen grinned, raised the hammer over his head, and charged.

"Hammer, meet nail!"

"Wha?" Starscream questioned, turning around.

Smokescreen smacked him straight in the chest, causing the Mini-Con Starscream had used to repair his chest to come flying off and for the the scythe to drop out of Starscream's storage.

Smokescreen, feeling a rush coming on, used his energy to twirl the Hammer around and around before tossing it at the Terrorpony Princess. The Hammer lit up blue with energy as it pinned the Princess to the ground beneath its massive head. The Princess shrieked as the Hammer activated, pumping jolts of lightnging into her. The Hammer charged up power, then released a huge lightning-shockwave that blew apart all the pony-zombies around, ending their threat.

Perched on the castle terraces, the Windigoes saw the lighting surge coming toward them and decided to practice the better part of valour and cut thier losses by getting the scrap outta here.

"Uh..." Kup groaned as he limped towards Smokescreen with his hand on his shoulder. "Ya may have disobeyed a direct order, kid, but ya did good."

"YEAH!" Hot Shot cheered. "That was AWESOME!"

Ultra Magnus came to, still rubbing his head sorely. He looked around and notice a distinct lack of undead pony hordes.

"W-what happened?"

Trixie, Flim, Flam and Gilda all regrouped and attempted to follow the Windigoes example, but metal blue foot barred thier way.

"Where do you think you're going?" Hot Shot questioned. "You're under arrest!"

"Ah!" Flam said. "You can't arrest us! You Autobots have no authority on Equestria!"

"Actaully, we do. Our leader, Optimus Prime, has been engaging in several friendly chats with Celestia. I'm sure they'll understand."

Realizing that there was no way the four of them were going to get away from this without any punishment, their jaws did a collective drop in horror as they imagined what terrible fates awaited them.

The Wreckers, plus Smokescreen, all gathered their bearings and returned to Canterlot, eager to share their tale.

"Apple Bloom! Big Mac!" Applejack exclaimed at the sight of her siblings. She was so happy to embrace them again she forgot to lecture Apple Bloom for runnin' off like that.

"Sounds as though you had quite the adventure." Celestia said to Smokescreen.

"Yeah." Smokescreen said, patting himself on the back. "But I couldn't have done without Apple Bloom."

Apple Bloom smiled at Smokescreen, then turned to her siblings to plead. "Oh, Big Mac! Applejack! Can Ah keep 'im?"

Big Macintosh, having no experience with this sort of thing, turned to Applejack.

"Ah don't know, Apple Bloom. Owning an Autobot is a big responsiblity..."

"Oh, please? I'll feed him and water him and wash him every day!"

"Hey, hey!" Smokescreen objected. "I'm not your pet!" Smokescreen's attention was drawn away from Apple Bloom by the sound of metal footsteps. Turning around, the new recruit gasped at what he saw.

"Smokescreen." Optimus addressed him. Prime's optics drifted towards Smokescreen's shoulder. "I see you received your training from the Autobot Elite Guard."

"Yes, sir!" Smokescreen saluted. "Though by the time I got there, place wasn't much more than a boot camp."

"Mm. Regardless, I have heard your tale of how you faced Starscream's horde of mindless Terrorponies. Congratulations are to be in order."

Smokescreen took in a deep breath, signed, and saluted. "Thank you, sir." Smokescreen turned away to gush. "Saving the world and meeting Ultra Magnus AND Optimus Prime!? Could this day get any better!?"

"Smokescreen! Smokescreen!" Scootaloo and Sweetie Belle came galloping towards him with something covered in a tarp. "We heard all about it from Apple Bloom, and we start making this as soon we could!"

Smokescreen crouched down and lifted the tarp off. He put his hand to his mouth, overcome with emotion.

The 'something' was a stained glass window, depicting Smokescreen kneeling with the Magnus Hammer in his hands, Starscream and the Terrorponies blown back by a ring of light.

"Where's MY window?" Magnus grumbled. "I mean, it was MY hammer, after all..."

Optimus put his hand on his brother's shoulder. "I am certain that Sweetie Belle and Scootaloo would be happy to make a window showing how Starscream used Changeling magic to defeat you."

Ultra Magnus puckered his lips and blushed Energon. "Ehh...windows are overrated, anyway."

Twilight sneaked in under the laughter gave Cody a smooch on the cheek.

"Twiley!" Shining exclaimed at the inter-special affection.

"It was the Dark Energon!"

"Maybe." Cody admited. He pointed his finger at Twilight. "But you WANTED to do that, didn't you!?"

"Oh...I...just remembered I have somewhere to be! See you later, B.B.B.F.F!" Twilight ran off.

"B.B.B.F.F?" Magnus questioned.

"Big Brother Best Friend Forever." Applejack explained.

Magnus leered at Optimus. "Hey, how come I don't have a fancy title like that?"

Optimus stared, smiled nervously, patted Magnus on the back, and turned to walk away.

"What? Am I just not good enough to be a L.B.B.F.F. or- or a Y.B.B.F.F? Optimus? Optimus...? OPTIMUS, I AM TALKING TO YOU!"

Ultra Magnus stomped after Optmus with his fists in the air, prompting everypony else to laugh. Hot sShot seemed relived Magnus was back to his old self.

No one really noticed as the Decepticon Justice Division's ship leaving the atmosphere in the sky over the distance...

Beneath Canterlot...in the mines Twilight's friends had found the Ultra-Energon...

"Uhh..." Starscream weakly groaned as he re-awoke. "Ah! Wha...?" Starscream noticed that he was stuck to a wall with Cybertronian energy restraints. Surrounding him were various tools of scientific nature clearly meant for dissecting.

"Hello, Starscream!" Twilight greeted. "Thanks for bringing me my Dark Energon all the way from Earth. You must have been traveling for days!"

"Eh, you're welcome?

"Eh...what's that camera for?"

"Oh, yes..." Twilight cooed. "There was this Decepticon...I think his name was..Yarn? Anyways, he was trying to kill Big Macintosh, but I tried to bargain with him, and wouldn't you know it, he just so happens to really, really hate you! So, I'll be recording this for his amusement.'

"You're not, eehe..." Starscream chuckled nervously. "Still upset about my lying to you and your friends, are you Twilight?"

"Oh no!" Twilight mockingly assured him. "You just made my fight a war against my closet friends is all. How could I-possibly-be-upset-about-that!?" Twilight pounded the instruments into Starscream, punctuating her every word. "Oh, I should mention, we're going to dissect you so Celestia's School for Gifted Unicorns as Decepticon biology on hoof to study! We regret to inform you that you are unlikly to survive the process, and thank you in advance for sacrifice."

The tools began drilling into Starscream, causing him to scream.

"AAAAAAAAAAAAH!"

After taking a moment to adjust to the pain, Starscream resigned himself to his fate and sighed.

"I just can't win, can I?"

"Mm." Twilight said. "No, not really."

The End!

Author's Note

This chapter didn't quite turn out like I wanted...

On New Wings

Equestria's skies were full of beauty any time of the day from any species' perspective. Be a human watching the sun rise in the morning, or a Decepticon observing the gray drizzle of rainfall in the afternoon. Of course, beauty is fleeting. Especially when an escaped convict and a ex-military officer are flying through the air. Never a good combination for anypony else.

Especially for Rainbow Dash.

Her former friend, Gilda, flew alongside the air with her former wingpony, Lightning Dust. Perhaps it was accident that brought them together. Perhaps it was fate. But whether the cosmos or happenstance was responsible for their team-up, one thing was clear: they were going to get back at Rainbow Dash. Their egos were simply far too massive to even think the wrongs that been brought on them were deserved.

After several minutes of flying, Gilda and Lightning Dust landed at their destination of the Wonderbolts Academy. Once firmly on the raised pillar, Lightning Dust and Gilda saw a large crowd of ponies gathered some spectacle that didn't matter to them. They shoved the ponies out of their way. None of the cadets realized Lightning Dust was there.

"All right, Rainbow Dash!" Lighting Dust boasted once she caught of her ex-teammate. "This time, you're gonna get it!"

"Yeah! Me and L.D here have a lot things in common- one of which is you. We are so gonna-" Gilda bragged, but then realized...

Rainbow Dash was crying.

"It'll be okay, Dash." Spitfire attempted to assure her. "He'll be fine."

"I should've..." Rainbow Dash said between sobs, her voice breaking up. "I should've told him to stop!" Rainbow Dash buried her head into Spitfire's shoulder, muffling herself somewhat. "I should've said I could go on without hiiim!."

Gilda and Lightning Dust exchanged looks. Rainbow Dash being in such a tearful state was jarring to both of them. But that didn't compare to what they saw next.

Lying in the center of the crowd, the spectacle the ponies had been watching, leaking Energon, losing its electric charges and his major swivel joints knocked juuust shy of completely loose...

Was Dreadwing.

"Whoa." Gilda whistled. "What did we miss?"

Friendship is Magic: Prime: Bonus Story
On New Wings

Episode Synopsis:

Rainbow Dash is reluctant when Spitfire assigns a questing Dreadwing to be her new wingpony.

It was a shiny new day in the Wonderbolts Academy. Where aspiring pegasi trained hard to one day become the Wonderbolts they dreamed of being. Everywhere a pony looked, there cadets getting ready for their next test. The clouds seemed to be voluntarily shaping themselves to be in the best position for peaceful pictographs.
Each pony was assigned to a team of two. A captain and a wingpony. The captain instructed, the wingpony followed.
Rainbow Dash had proven herself one of the best fliers in the student line-up, and the most likely to actually get in the Wonderbolts, but due to difficulties with her partner, she had no wingpony. She didn't care, particularly. After the way Lightning Dust was, Rainbow was happy to go it alone. But that just wouldn't do for Spitfire.

Which probably explains why Rainbow Dash had called into the sergeants office to discuss her getting a new wingpony.

Rainbow carefully peeled the door open. It was never a good idea to just barge in the office of the officers. "You wanted to see me, ma'am?"

Spitfire looked from her pile of presumably important papers. "Yes. Come in."

Rainbow Dash closed the door behind her.

"As you are aware, we've been having trouble setting you up with a new wingpony."

Dash showed no sign of displeasure at this. She was smart enough to keep all her contempt for this idea inside where Spitfire couldn't see. Before the conversation could get any further, Dash noticed something in the window.

What is that?

The something flew closer into view.

Is that-? No, none of them would be that dumb to go attack the academy directly. while alone...

The something flew closer, allowing Dash to fully examine it.

It IS!

"Pardon my rude manner, ma'am, but something's come up, and I'm one of the only ones who can deal with it."

Rainbow Dash bolted out the door. Spitfire slammed her hooves on her desk angrily.
Dash knew she had just made a mistake blowing off her commander. But this was important! A Decepticon was approaching the Academy, and Rainbow Dash was one of the few ponies who had experience actually fighting the metal villains!

"What am I supposed to do?" Dash muttered. "Stay in there and get lectured while that Decepticreep burns this place to the ground?"

Skidding to a halt on the edge of the rock pillar, Dash stood her ground firmly, giving the approaching Decepticon a stern glare, daring him to come any closer and get it! Up this close, Rainbow could see that not only was it a Decepticon, but one she was particularly hesitant to mess with.

The Seeker Captain, Dreadwing. Out of all the Decepticons on Earth, Dreadwing had came this close to smelting her and her friends and sending them all to the scrapheap.

Dreadwing's F-35 vehicular mode swerved around a cloud before converting into his very faintly-samurai robot mode and landed on another cloud. Dreadwing closed his optics, balancing on the cloud. After a moment, he dared to to open them. Dash made a note to herself, that, clearly, Cybertronians with flying vehicle modes could walk on Equestria clouds.

Dreadwing, seeing he could walk on the cloud, jumped off it onto the Academy grounds.

"All right, Dreadwing!" Dash snapped, flying up into Dreadwing's face and putting her front hooves in a boxing position. "Put 'em up!"

Dreadwing obliged, putting up his fists in a position identical to Rainbow Dash's. The position didn't translate well from pony hooves to Decepticon fists. It looked ridiculous.

"...What are you doing?" Rainbow Dash asked hesitantly. Sure, he was her enemy; that didn't mean she had to let him embarrass himself.

"Putting 'em up, as per your orders." Dreadwing answered.

"Wha...Never mind." Rainbow Dash flitted back to the ground and doubled back to see what she might've been able to use against Dreadwing. She saw Spitfire approaching.

"Ma'am! Apologies for running off on you like that." Dash saluted, looking at the ground. "But there's a Decepticon here!"

"Indeed there is." Spitfire noted dryly.

"I need to keep him from destroying the Academy, ma'am!"

"Well, you shouldn't have trouble with that. He IS your new wingpony, after all."

"Right! Which is why- wait, wait, wait, what?" Dash stammered. She stuck a hoof into her ear and wiggled it. "Do I have something in my ears or...did you just say Dreadwing was my new wingpony?"

"She did, in fact, say that." Dreadwing answered. Green beams shot out of his eyes which swept over Rainbow Dash, taking a scan of her entire body. "But, you do not have anything in your ears." Dreadwing looked over to Spitfire. "Permission to suggest a change in Rainbow Dash's diet?"

Spitfire hmmed. "Yeah, sure. Why not? Humor me."

"Captain Rainbow Dash, I would like to suggest you eat less sodium-laden biocarbon products."

Dash raised an eyebrow.

"Fast food." Spitfire clarified.

"You cannot seriously expect me to be okay with this!" Rainbow Dash exclaimed. "A Decepticon? As my wingpony?"

Spitfire leered. "Yes." She turned to leave. "Have fun with your new wingpony!"

Dash's mouth dropped. She raised her hoof to call Spitfire back, but no words came out of her mouth.

Dreadwing stepped closer to her. "Captain Spitfire has instructed us to have fun. How are we to accomplish this goal, captain?"

"Captain?" Dash questioned, eying Dreadwing angrily. "Captain?" She flew up into Dreadwing's face. "Let's get one thing straight right here, I am NOT your Captain, and you are NOT my wingpony, all right?"

Dreadwing looked confused for a moment. He raised a finger. "But if you are not my Captain, then you do not have the authority to declare that I am not your wingpony."

Dash opened her mouth to retort, but she couldn't find a flaw in Dreadwing's logic.

"Not only that, but it was my understanding Spitfire was the commanding officer of the Academy. Her authority would outrank yours, and she has accepted me as your wingpony."

Dash crossed her front legs and growled. "Fine! I'll let you be my wingpony, but I won't like it... I guess now I have to give you a tour of the place. Come on..." Rainbow Dash flew away and gestured Dreadwing to follow her. She began pointing portions of the Academy and tests Dreadwing would have to take.

"That's the mess hall. Over there is the Dizzitron. You'll have to do that. Oh, yeah, you'll also need to take the cloud-clearing test, too."

"Permission to speak, captain?"

Dash signed. "What?" She questioned rudely.

"Where I am supposed to stay for stasis?"

Rainbow Dash paused for a moment, trying to think of what the organic equivalent to stasis was. What was it now...uh...no, that wasn't it. Oh yeah! Sleep!

...Where was he supposed to sleep?

"I...guess I can make a cloud bed for you." Dash said uncertainly.

Dreadwing put his hands together and bowed. "I would apprentice your doing that."

Dash scoffed. "Yeah. Whatev. I'm just doing this because I care more about being a Wonderbolt than I do fighting you."

Dreadwing sighed. "I understand your displeasure at my decision to join the Wonderbolts, but I hope you will come to regard me as an equal partner."

Dash leered. "Yeeaah...not happening."

(Soft Electric Guitar)
Maybe we are both blue.

Maybe we both fly on our wings.

And maybe you're my wingpony.

That doesn't mean I have to like you!

Sure, I don't have to worry about in the mess hall

Since robots don't eat at all.

Maybe being a Seeker keeps you coordinated.

But a giant robot helper is sooo overrated!

Maybe we are both always pay our dues

Maybe we know our loyalties

Maybe we'd follow our commanders to the end.

That doesn't mean we can be friends!

Maybe you're fast and like flying too.

Maybe you're my wingpony

That doesn't mean I have to like you!

Over the next few days, Rainbow Dash to slowly adjust to flying alongside Dreadwing. She had collided into him more than once, as her instincts had been trained to flying against Decepticons in the air, rather than with them.

Although it was kinda nice she didn't have to deal with him in the mess hall. Being a Decepticon, not only did he have need for it- he was also too big to fit into it.

Finally, after a certain point (and a lot of modification), Dash rubbed her hooves together in the hopes Dreadwing would fail the Dizzitron. Spitfire didn't want to send Dreadwing on the Dizzitron right away. She said she wanted him to 'adjust' to living with ponies. Certainly, if Dreadwing failed, he'd be booted out of the academy and then Rainbow Dash could go back to doing her own thing.

Everypony gathered around the modified Dizzitron. Spitfire's assistants helped talk Dreadwing into getting inside the parts made for himself.
Spitfire pulled the lever.

The Dizzitron, a complicated machine of swirling discs,began to spin and spin Dreadwing around and aroun, making him dizzy. Spitfire pulled the release switch and ejected Dreadwing, sending him flying over the edge.

Rainbow Dash's eyes widened in panic. Dreadwing couldn't fly in his robot mode! What if he had gotten too dizzy and couldn't pull himself together enough to transform!? That would be awful!

...N-Not that she cared!

Dreadwing's F-35 form drew up from over the edge and twirled before flying forward in a completely straight line. He then swept and swerved through the air, doing circles and twirling.

Spitfire's jaw dropped. "How- why-is that Decepticon is twirling after going on the Dizzitron!?"

Everypony murmured comments about how impressive it was that Dreadwing was spinning of his own free will after being on the Dizzitron.

Dreadwing steadily and cautiously flew back onto the plateau, transformed, and saluted at Spitfire. "My performance, ma'am?"

Spitfire stared blankly before smiling. "Excellent!"

Rainbow Dash wasn't sure, but she thought she might've seen a change in Dreadwing's emotion. What, though, she wasn't sure.

"In fact, it was so excellent, I'm going to have to make you go through it again on a higher power level!"

Dreadwing seemed displeased at this. "Very well."

Dreadwing reapplied himself to the Dizzitron's addition. Spitfire pulled the lever while pulling another lever that accelerated the Dizzitron's spin output. Dreadwing was launched, and Spitfire was confident he wouldn't do as good. They all worried, however when Dreadwing took longer to resurface than last time.

Spitfire put her hoof to her mouth. None of them quite realized that a high-pitched SCREEEEINNNK was supposed to put their fears at rest.

Dreadwing flew up again, twirling even more this time. It was at this point everpony realized his trick; somehow, his twirling gave him a skewed perspective that combated the dizzying from the Dizzitron.

Everypony applauded Dreadwing after he landed again. Spitfire called for a recess.

Rainbow Dash stomped off to sulk. Dreadwing noticed, and after everypony else left, followed her.

"Are you all right, captain?" Dreadwing asked once he reached her on the edge of the plateau.

"No." Rainbow Dash answered. "I...when you were on the Dizzitron, I was hoping you'd fail, so I wouldn't have to deal with you being my wingpony anymore. But then you went on and you could've gotten hurt."

"And you would've felt responsible for my injuries." Dreadwing concluded.

Dash shirked. "...Yeah."

The two stayed quiet, admiring the sunset.

"Dreadwing? I have a question. Why did you join the Wonderbolts?"

Dreadwing looked solemn. He balled his hand into a fist and shook it at the air. He cleared his throat and composed himself. "After the New York Massacre, I was left without a master. Without a purpose." Dreadwing gazed upwards. "I flew around the cosmos, traveling worlds, visiting Decepticon fortifactions on planets like Regulon IV and Sandokan... but it was on Nebulous that an interplanetary news network reported the growing connections being made between Earth and Equestria. I looked further into it, and I found an ad for the Wonderbolts. Their description made me think I could join them."

Dreadwing curled his fists again and raised them in the air. "That they could give me a new master. A new purpose- SOMETHING to occupy my hands! That I could feel like a SEEKER again!"

Dreadwing realized he was making a scene and calmed down. "Ahem...will that be all, captain?"

Dash showed a little amount of concern for Dreadwing after his outburst. "...Come on." She patted at the ground next to her. "Watch the sunset with me."

"I do not understand why organics like you and the humans enjoy this so much. But very well." Dreadwing sat down on the grass using his arms to support him and looked upwards.

A few days later...

Rainbow Dash was super stoked today. After so many set-backs, so many ponies failing the tests, Ditzy Doo stopping by to drop off mail and causing an accident (as Ditzy Doo was wont to do... or would that be doo? ) today was finally the day she...and Dreadwing. Ahem, she and the other cadets would be doing one of, if not the toughest tests in the Wonderbolts Academy!

The Lightning Test.

Basically, what it boils down to is having to fly through an active thunderstorm that was super-charged by generators to the point where it had to release its power, spewing out lightning strikes like a pony with the flu coughing. The goal was to get through with - or at least, minor- wounds.

As Rainbow Dash pulled up into the line with the rest of the cadets, all she could think about was how good this would look on her record if she pulled it off. Maybe they'll make her a Wonderbolt officially!

Dash wasn't a very observant or sensitive pony, but even she could hear a distinctive hesitance in the tromps of Dreadwing's footsteps as he joined her and the other cadets.

"What's wrong, Decepticon?" Dash asked, not really caring. She was just obligated to ask.

"...I am to be flying straight through a thunderstorm that has been magically altered to be dangerous." Dreadwing answered. "Surely, you understand my discomfort."

Dash pulled her goggles up. "Really? Relax. You'll be fine." She didn't want to admit it, but she had seen Dreadwing fly, and he did it well. "Just as long you don't take more than one bolt."

Dreadwing did not seem so sure.

Spitfire stepped out with her two henchponies. "All right, cadets! This test is one of the toughest we have to offer! On the count of three, you will fly up and through that thunderstorm, and you will fly out the other side without a scratch! Is that clear!?"

"Yes ma'am!" Everpony (Dreadwing included) saluted and shouted.

"One...two...THRRRREEE!"

Everpony flew up and zoomed straight into the burgeoning thunderstorm.

Dash was taken by surprise when she just barely missed being caught at the tip of a triangle of lightning bolts when she flew through it. She wasn't expecting the lightning to be this bad at the start of the test! She figured they would set it up so she could at least warm up a little bit.

"Are you all right, Captain?"

"Yeah, I'm fine." Dash kept flying, but then paused when she realized what Dreadwing had said. "You...you just asked if I was all right."

"Is that wrong?" Dreadwing retorted. "I was under the impression you were my captain."

Dash pursed her lips, uncomfortable. "Yeah...whatever."

A strike of lightning and flash of thunder sounded out from the clouds, and Dash could hear somepony screaming in the distance. Thankfully, it was just a scream of fright and not injury. Dash was starting to get worried, though. Could she do this?

A lightning bolt struck to her side that she didn't think anything of. Then she heard a rather deep grunt of pain. Doubling back, she could a scorch mark blazed right through Dreadwing's left wing.

"Dreadwing?" Dash asked.

"I'm hit, but functional."

"Okay, good. I-I mean, don't do it again!" Dash blushed crimson at having shown concern.

The two of them kept flying.

"Attention, cadets! We will now be adding wind into the test!" Spitfire shouted at them through a megaphone.

"Oh, come on!" Dash griped. Now there was going to be wind!? She pressed onwards, though. While she and Dreadwing did fine, she could hear a few ponies be throw off by the gale.

"Rainbow Dash, I am concerned the wind force will allow the lightning to strike me in a vital component." Dreadwing informed Dash.

"Yeah, yeah, keep going, you're doing...you just called me by name." Dash froze. She looked at Dreadwing, and could see he was slowing down out of caution.

"I..." Dash felt a little overwhelmed, seeing Dreadwing this nervous. Sure, it was only a little nervous, but Dreadwing was always calm and collected in bad situations, so even the slightest hesitance was startling. "Keep going, D.W! You can do it!"

"I HATE that nickname!"

"Deal with it, and FLY!"

Dash and Dreadwing continued flying through, intent on making it through the test. CRRrrack!

"Is just me," Dash shouted, having to raise her voice over the increasingly roaring wind, "Or is the weather getting worse!?"

"I would say it's getting worse!" Dreadwing shouted back. "I suggest a tactical withdrawal!"

"Withdrawal!?" Dash growled in appall. "Are you saying you want to quit!?"

"No! I..."

"Listen here, you! You and I, we can fly through this from one end of the other without getting a serious injury! You know why!? Because you're the wingpony of one, Rainbow Dash! And I don't accept just anypony as my wingpony! You got that, solider!?"

Dreadwing raised up his nosecone slightly. It was like he had been touched by Rainbow's speech. "Message recived, loud and clear, ma'am!"

"Good! Now put that huge blocky engine of yours to use!"

Rainbow Dash and Dreadwing accelerated through the next portion of the clouds, going as fast as they could as they could manage.

"Come on! We're almost at the end!" Dash shouted.

Dash could almost see the end of the test- the finish line strewn between two clouds. They were almost there...

Lightning bolts flashed out and blindsided her, scorching her side and cutting up her Wonderbolt outfit.

"DaaH!" Dash wiped her eyes with her hooves, attempting to restore the vision she had lost from the flash. "All right, that was close, but we can win this, D.W."

Dash looked around.

"D.W? Dreadwing? Dreadwing! Where are you!?"

Dash gasped. "Oh no. Please no." She flew down and poked her head out of the bottom of the storm.

Dreadwing, in his autonomous robot mode, was plummeting fast. There was multiple bleeding, sparking, smoking cracks in his armor that had a funny pattern to them, like it was a straight wound that had been shifted...of course! The lightning gave him a huge hit in vehicle mode, and the wound split up when he transformed!

...Why did he transform!?

"DREADWING!" Dash shouted.

Dreadwing somberly looked up. "My apologies, Rainbow Dash. The thunder struck hard, and I was unable to maintain flight. I am..."

Dash's heartstrings were jerked forcefully at the expression on Dreadwing's face; it was the same expression she had whenever her ego had taken a blow and she needed to confess to a mistake.

"Ashamed to say I will not be able complete the test with you."

Dash's eye got a little teary. There wasn't anything she could for her wingpony. All the other cadets were occupied, if not taken out by the test, and even she could gather them all up, there was no grantee their combined strength would be enough to lift a freakin' jet robot.

"STOP THE TEST!" Rainbow screamed at the top of her lungs, just loud enough to drown out the thunderstorm. "MARE DOWN! MARE DOWN!"

Rainbow Dash could generators powering down, and crackles of electricity as the super-charged thunderstorm lost its charge.

Everypony flew out and down to see what was the matter. They all gasped and muttered hopeful prayers when they saw Dreadwing falling.

They all closed their eyes as the heard the unpreventable thunk of metal. The entire crowd, Rainbow Dash and Spitfire in front, flew down to see just how bad the damage was.

"Dreadwing! D.W! D.W! Dreadwing! Wingpony!" Dash cried, setting herself down on Dreadwing's cockpit. "Say something! Anything! Just...something!" She cried and pounded on his chest, for all the good it would do. Once she realized her thumping was going to accomplish scrap-all, she collapsed on him.

"You were...you were good enough to be my wingpony." Dash admitted, before sliding down his side onto the ground, where Spitfire was ready to embrace her. Neither of them noticed gaps in the crowd being formed as somepony shoved their way up front. Gilda and Lightning Dust were in talking distance of Rainbow Dash and started spewing out brags and boasts before taking in the sad scene.

"It'll be okay, Dash. He'll be fine." Spitfire said softly.

"I should've...I should've told him to stop! I should've said that I could go on without hiiim!" Dash buried her face into Spitfire's wither.

Gilda and Lightning dust looked hesitant, but being the narcissists they were, they kept on. "Yo, Dash! I know you're in the middle of something here, but we got a score to settle with you!"

Dash sniffed and raised her head. "Gilda? Lightning Dust?"

"What are you doing here!?" Spitfire growled at Lightning Dust.

"Me and G here are ready to get back at Rainbow Dash for embarrassing us both!" Lightning Dust bragged.

Dash stammered and scoffed. "I embarrassed you!? No offense, but you two did that to yourself by being mean, unsympathetic, totally uncool-"

Gilda roared and charged, slashing Rainbow Dash across the chest and making her bleed.

"HEY!" Spitfire shouted. Lighting Dust pushed Spitfire away before the the yellow mare could get Wonderbolt on Gilda's exhaust port.

"You stay out of this." Lightning Dust warned her. Spitfire growled.

"You...will BOTH stop...or you will leave me no choice." A deep, weakened voice said. He sounded like he could barely stand, but was going to keep his threat no matter what.

"Tch!" Gilda clicked her tongue. "Whatever, loser. Get lost while me and Dusty pound Dash."

A red laser clipped at the edge of Lightning Dust's wing, searing the tip right off. Lightning Dust looked at Dreadwing's raised arm with a smoking gun.

"That is your only warning." Dreadwing clicked the gun.

Lightning Dust and Gilda took the hint, and took off for the sky.

Rainbow Dash looked up. Dreadwing smirked down at her.

"Dreadwing! You're alive!" Rainbow Dash flew up and hugged Dreadwing on a jutting armor panel.

"Barely." Dreadwing choked out.

"How did you manage to pull that off?" Dash pointed to the fleeing Lightning Dust and Gilda.

Dreadwing's expression suggested he didn't really know himself. "I don't know... I could see darkness, and I heard you being hurt and...I felt a surge of energy inside me." Dreadwing 'explained'.

Dash smiled and muttered something inaudible under her breath about 'magic of friendship' before she noticed she was in front of ponies, then cleared her throat and gave Dreadwing a very gentle buck on the chest. "Not that this makes us friends, or anything."

Rainbow Dash fluttered away. Dreadwing watched her go with a uneven expression that turned into a laughing smile once she was gone.

"Of course it doesn't. HaHaaa..." He laid himself back down on the grass. He gave a quick gaze at Spitfire. "Despite my surprising recovery, Commander Spitfire, I still require medical attention."

Spitfire chuckled. "You know, Dash told me about Fluttershy's Insecticons...I'm sure she's learned more than enough to take care of you for awhile."

Dreadwing bit his lip.

For some reason, the idea of being nursed by Fluttershy scared him more than the idea of going back into the thunderstorm...

Author's Note

I made this story as a way to keep Dreadwing alive in my own fanfiction universe, because I was SO UPSET when he died in the show. It seemed a reasonable fate to have a space-faring aerial warrior join the ponies' version of the Blue Angels...

But as you go on to read Operation: Patriotism, you will notice I wrote Dreadwing still dying in there. Why? Because I realized that Dreadwing, a warrior, would probably not be happy living with peace-loving ponies, and, like Gwen Stacy, Dreadwing MUST die.

Of course, there's also the fact Dreadwing is competent and capable annnd the Wonderbolts ... are not.

THUNDERWING!

Through out the realms of time and space, twisting in between parallel dimensional planes and rolling through the stars was a funny blue box.

Inside, the good Doctor, the Eleventh Doctor, rested on with his legs out and his arms crossed over the back of his chair. He was looking forward to a vacation retreat with his female counterpart, whom he would be meeting at their destination. As old and patient as he was, even the Doctor required a little rest and relaxation every now and then.

The box made a very distinct noise that sounded somewhat like a dry-heaving mechanical elephant with a breathing problem.

"Eh?" The Doctor questioned. It sounded like his TARDIS was changing course. He hadn't programmed it to do that. Snapping to attention, the Doctor spun his chair around and started pushing buttons and pulling levers. "Oi! That's not supposed to happen...stop that. Stop that this instant!"

The Doctor slammed a button, and got an obnoxious klaxon sound in response. The Doctor slacked against his chair in defeat. When that button gave a klaxon, it meant the TARDIS was going off on its own path, in spite of whatever The Doctor wanted it to do instead.

He knew his TARDIS. He knew it very, very well. He knew it wouldn't go off and defy him like this unless it had a good reason.

But it was still damn frustrating.

The Doctor got out of his seat and started rummaging through his cupboards and start just messing about with his things to pass the time while he waited for the TARDIS to finish its trip. Highlights included juggling bowling pins, wearing his fez- which WAS cool, by the way, no matter what anybody thinks- and holding an electric razor in his hand for a really long time. Why? Because he spent that long time wondering what he was doing with a razor in his cabinet. His chin didn't exactly sprout a squirrel's nest.

The Doctor stumbled when the TARDIS stopped moving, having reached its destination...wherever that was supposed to be.

Patting his jacket against his chest to make sure he looked pressed, he opened the TARDIS' doors, where he was greeted by an absolutely gorgeous ray of sunshine. Raising his arm to block the light, he stepped out to meet a most unusual sight.

He was on some sort of raised pavilion. In front of him were a gaggle of white unicorn stallions in gold armor, with a rather large mare of the same color standing in their center. Their leader, perhaps?

Having been (almost) everywhere, and having seen (almost) everything, The Doctor didn't find anything wrong about being greeted by unicorns. Or giant robots. But giant robots and unicorns together was a first, and there were two giant robots- one bulky and light green, the other swift-looking and silver- standing on the pavilion behind the gathered equines. They all shared in staring at him in surprised bewilderment.

"Huh." The Doctor remarked, putting his hands in pockets.

"Well, this is new."

Well, I was sittin' 'round the table

What else had I to do?

That was when I

looked up into the sky

And they called him Doctor Who!

Doctor Who is gonna fix it,

Doctor Who will make it right

A painted phone booth

of unsuspecting blue

But when inside the doors,

A vast internal complex

Defies dimensional laws

Friendship Is Magic: Prime

Bonus Story

THUNDERWING!

ACT I: Breakaway

The Doctor marched forward with his usual bravado, having on reason to be afraid of neither equine nor automaton, despite the fact that they both could trample him to death at a whim.

"'Ello." The Doctor greeted, waving his hand. "I'm the Doctor. You are...?"

One of the horses stepped forward. She was a big one, too. He had to look way up just to glimpse portions of her face. Or was it a he? Long lashes and curves like the ones in her face were generally feminine, but they certainly wouldn't be the first species he encountered where the guys were feminine and the girls were masculine.

The large majestic equine cleared her throat. "I am Princess Celestia of Equestria."

"Equestria." The Doctor repeated, clapping his hands and having a look around from the pavilion he was on. "Would that be this place?"

Celestia blinked. "What do you mean?"

"This place. This planet is Equestria?" The Doctor asked for classification.

Celestia nodded. "Yes. This planet is Equestria, and this is the city of Canterlot. I consider it the planet's capital."

"Ah! Wonderful. Planet's capital of a planet full of talking horses. Not that I mind. I speak horse, ya know. But then the horse speaks perfect English, it kinda takes the fun out of it for me. Say, maybe I do mind."

Celestia raised an eyebrow at the Doctor's rambling. Her muzzle curled into a bemused smirk, and she giggled. "I can tell you will be a most...amusing pony, Doctor."

"Pony? I'm not a pony, I'm a Time Lord." The Doctor replied. "Or is that a language thing?"

"It is, actually."

"Okay. Shouldn't take it personally, then." The Doctor muttered. He paced back and forth before stopping and pointing at the robots. "Say, what are those robots there?"

"Those are the Autobots Boulder and Smokescreen. They're here helping us set up a Space Bridge terminal for the use of pony civilians." Celestia put her hoof to her chin. "I'm sorry, do I need to explain Space Bridges to you, Doctor?"

"Nah, don't worry 'bout it." The Doctor waved a dismissive hand. "Space bridge. Bridge through space. What's there to explain, eh? Eh...wait." The Doctor's airy pacing suddenly turned brisk and rushed. "Did you say those two were...Autobots?"

"Yes...why, is that a problem?"

"No, no." The Doctor assured her. "At least, not with those two...don't think they recognize me." He muttered quietly.

"What was that?"

"Nothing."

"If you insist. Say, we never discussed what you were the doctor of." Celestia said with a intrigued eye.

The Doctor seemed taken aback by this. "Pardon? You're not going to say it?"

"...Say what?"

"You're not going to ask "Doctor Who?"

"Nnno...I thought you said you were just, 'The Doctor'."

"Well, yes, but that doesn't mean I don't like hearing it."

"Hearing what!?"

"Doctor Who!"

Celestia lowered her eyelids, steadily growing tired of The Doctor's and her's little word game. It was amusing, for a moment, but it had since ceased to be so. She wasn't a fan of the 'third base' antics.

"Answer my question, Doctor, before I send you on the tour with Smokescreen." She craned her neck towards the swift-looking Autobot.

"Mmm, fair enough." The Doctor nodded his head. "Doctor of, doctor of, what I am...the doctor of?" The Doctor curled his fist against his chin, then, in another moment displaying his eccentric eccentricity, moved his fist away from his chin, breathed on his palm, licked his palm, then dabbed his palm over his cheeks. "Hmmm. That's funny. Yesterday, my saliva felt like beeswax. Now, it's more like syrup. Anyways, let's say I'm The Doctor of...life, the universe, and everything."

Smokescreen winced, his hands arching back. "I'm not sure I want him to give him a ride with hands like that."

"Hmm? Oh, sorry." The Doctor reached his clean hand into his pocket and pulled out a hankie. "I've got some hand sanitizer in here somewhere..." He threw the hankie to the ground, then proceeded to pull out a variety of thing from his pocket in search of the sanitizer. Amongst them were a dog whistle, a rubber ducky, a rubber ducky with metal rings on it, a kazoo, and a blindbag pony figure of Celestia, of all things.

Celestia and a guard ducked their heads low to look it at the blindbag figurine after it fell on the ground. They exchanged confused glances.

"Here it is." The Doctor said at last, pulling some a generic 'germ blaster' and proceeding to wash his hand with it. "Hmm." After a moment's hesitance, The Doctor reached into his pocket again and pulled a short metal stick aligned with two rims at its tips.

Celestia wandered and leaned her head to inspect the curious device. "What do you have there, my good Doctor?"

"Sonic Screwdriver." The Doctor answered. "Helps me sonic things. Wanna see?" His question had a hint of pride in his tone. Celestia's curious expression was all the answer he needed. He pointed the Sonic Screwdriver at Celestia's horn, and it opened it at one tip to reveal a crystal inside. A high-pitched hum escaped from the crystal.

Celestia' dropped to her knees, grasping her horn in pain. The Doctor's eyes widened. Two guards rushed over the Princess' aid, one of which pointed a spear at him.

"What did you do to the Princess!?"

The Doctor raised his arms up in surrender. "I just...soniced her, is all."

"Well..." Celestia muttered, mustering up the strength to get back on her feet. "I must recommend you refrain from 'sonicing' anypony else on their horn...or wings. Or- actually, just to be safe, don't sonic anypony, at all."

The Guards helped Celestia walk away, off the pavilion and stepping onto the stairs that led down.

Smokescreen approached and crouched down before the Doctor. "Well, how about that tour?"

The Doctor paused for a moment and thought about it. "Sounds all right, then. Oh! Don't suppose there's any chance we could stop for muffins along the way? Feelin' a bit peckish."

Smokescreen blinked, confused, not having introduced to the concept of a muffin just yet. The rookie Autobot turned towards the Princess.

Celestia noticed over her shoulder. She nodded.

"I guess so!" Smokescreen said to the Doctor with a confused shrug. Pinching the scruff of the Doctor's coat with the tips of his fingers, Smokescreen jumped off the platform onto the grassy Canterlot grounds below, landing with a rather loud and hard thump.

"Smokescreen!" A medium-pitched voice exclaimed, somehow having the frame of mind to be scolding and not panicked. "Be more careful! You almost turned me into a pancake!"

The Doctor crossed his arms, swinging to and fro in Smokescreen's hands, unable to see who was talking to him.

"Oh, yeah. Right. Sorry, Twilight."

"It's fine...just don't let it happen again..." Twilight muttered.

Smokescreen converted into his swingin' ailen race-car vehicular mode, his hand lowering and dropping the Doctor gently as his arm folded into his body. The door to the passenger side shot open. "Hop in!"

"Yeah, just a mo'." The Doctor assured him, wobbling on the ground and attempting to gather his bearings. Twirling around, he came face-to-face with a lavender unicorn with purple hair. Despite not being allowed to use his Sonic Screwdriver on her, the Doctor got the distinct feeling something about this mare was...wrong, somehow.

The mare snorted at the sight of him and turned to leave.

The Doctor, unnerved by her curt dismissal walked to Smokescreen's side and brush his hand over the Autobot's hood. He pointed at the pony, wagging a finger at her. "Who is she, and why does she not seem to like me?"

"Hmm? Oh, that's Twilight Sparkle."

The Doctor stifled a chortle at the ridiculous naming of the ponies here. Celestia, Celestia he got. Celestia was a very old name, very...very powerful. But Twilight Sparkle? Sparkle!? Really?

"She doesn't like humans."

The Doctor made a derisive scoff. "Whaat? Rubbish! Pish-posh! Not like humans? What's not to like?"

"Well, they're kinda soft and tiny and squishy-"

The Doctor flexed his hand before giving Smokescreen a slap across the hood to keep him quiet, causing an echo of metal to ring out. "Ahhh, shaddup! I'm going to go set that pony straight. Ah! Oh!" The Doctor walked briskly forward, coolly adjusting his jacket, before shaking his hand to relieve of pain. "Slapping an Autobot with the hand...not my greatest idea, no. Although, it's not quite as bad this one time where I tried to cross a toaster with a screwdriver..." The Doctor shook his head. He had to get to that pony. He flagged his hand out as he dashed towards her. "Excuse me! Excuse me, miss! Oi! Twilight Sparkle!"

Twilight stopped at the sound of her name. She turned her neck around, but was displeased to see the Doctor chasing after her.

The Doctor raced to her side and stood tall. "Right then, Twilight Sparkle?"

"Yes. What of it, human?" Twilight snapped at him rudely.

The Doctor flinched, taken aback by the absolutely staggering rudeness of the pony. He'd never met an unicorn so...ill-mannered before.

"First things first," The Doctor drawled in his light British accent. "First, I am not a human, I am a Time Lord. You hear me? Time Lord! Second, why so much hate for the human race, eh?"

Twilight sighed tiredly. "For one thing, all the humans I liked have betrayed my trust in one way or another, and second, one of their military commanders appears to have a personal grudge against me! Do you need anything more?"

"More would be nice." The Doctor absently answered, rocking his head. "Details are good."

"How about at least two of them have actively tried to kill me? On top of that, one accidentally succeeded at killing me! I got better, though."

The Doctor pursed his lips. "Eh, yeah, okay. I can see how that might put a rain on your parade. But still! you can't hold the actions of three against an entire species!"

"Technically speaking, I can...since I do."

The Doctor squinted, mentally knocked about from Twilight's verbal uppercut. "Well, still..."

A car horn honked obnoxiously behind them. They turned to see Smokescreen's headlights serving as eyes staring at them. "You comin', Doc?"

The Doctor altered glances between Twilight and Smokescreen, in9decisive as to whether he wanted his tour, or wanted to slug it at with Twilight 'til she came 'round to her senses.

"Doc?...Oh my gosh, how could I be so stupid?" Twilight smacked herself in the side of the head. "Doc, Time Lord...I'm going to guess you also have a TARDIS?"

The Doctor was more than a little confused, and partially intrigued that Twilight knew about the TARDIS. "Yes. Why? What about it? What's wrong with having a TARDIS?"

"Okay." Twilight's breath shortened a little, like she was starting to panic, but also trying to keep calm. "This is going to sound crazy, but I was possessed by Unicron, A Cybertronian God of Chaos."

The Doctor nodded his head, motioning for her to continue.

"He could see inside my head and control my body, and I couldn't control his body, but I could see inside his head."

The Doctor nodded again.

"Naturally, with him being an omnipotent god and all, there was a lot to see. One of things I saw was the Doctor, who I'm guessing is you, who had a tendency to appear just before a cataclysm."

The Doctor stared stoically for a moment. "You're right."

Twilight got on a beaming smile at being correct.

"That does sound crazy."

Twilight's smile sagged. How was she to know the Doctor disapproved of the notion of living, breathing gods?

Twilight turned around to leave, but Doctor held his hand out. "Twilight, wait." Twilight stopped and gave him an impatient glare.

"I can..." The Doctor paced back and forth in front of her. "Sense something...off about you. What is it, if you don't mind me asking?"

Twilight heaved her head and sighed. "Hold out your Sonic Screwdriver."

"Oh. Oh." The Doctor shied away at Twilight's request. "The Princess said I couldn't use the Sonic on anypony..."

"You don't need to."

The Doctor was confused by this, but obliged, reaching into this pocket and pulling out his trademark screwdriver. Twilight raised a hoof and tenderly, tentatively, gingerly touch it to the screwdriver. A thin tendril of smoke waved out, and the Doctor could hear her flesh sizzling.

Twilight removed her hoof. "Are you sure you want to know?"

The Doctor nodded, putting his Screwdriver back in his pocket. Then Twilight said something that really caught him with his guard down.

"Do you believe, Doctor?"

He practically jumped backward as a violet and pink flames began to appear around Twilight's hooves. The flames flared up and began to enveloped her whole body. The fire flashed brightly before dissipating. When it was gone, violet crystal were poking out from various portions of Twilight's body, and a large set of bony, clay-like wings much larger than they needed to be lift her off the ground.

"I fly..." Twilight flexed her wing outward, showing how huge they were. They were bigger than Celestia's own! Although that was counter-balanced by a lack of substance between them, as they were quite bony. "On the wings of Unicron."

Twilight turned around and this time, there was nothing the Doctor could say to make her stay. Another whirl of purple fire encircled, and her mutations disappeared. She walked with her head low, clearly upset at having to show her not-so-secret to somepony whom she only just met.

"So, we still on for that tour, Doc?" Smokescreen asked.

"Yeah..." The Doctor muttered quietly, sobered by Twilight's dejection. "Be right along..." Never taking his eye off Twilight's direction, he walked back to Smokescreen, opened the car door and climbed in. Smokescreen backed in reverse before doing a U-turn.

Twilight trotted dejectedly on the streets, feeling saddened by the revelation of her 'secret'. She sighed again.

"I wish there was somepony else I could achieve symbiosis with...Shining Armor only does it when he has to, and while the Tracers are nice, they're not exactly great company."

Twilight stopped to think. "Hmm. Maybe I should give the Tracers stingers..." Tracers, though useful for teleporting organics, weren't much good in a fight against Cybertronians. They were distracting at worst, and a best, a swarm of them flying incessantly would make a bot panic...before they realized the Tracers had no bite or sting to go with them.

Suddenly, Twilight felt a pulse in her horn, feeling it light up, resonating with a signal of Dark Energon that was not hers...

Twilight looked around left and right, trying to find the source of the mystery symbiosis. Not that she was complaining, but in a way, it felt like she was exposing herself to a stranger. She noticed a pony in a traveling cloak that obscured their features, but she knew it was them.

They also knew it was her, as the instant Twilight saw her, the cloaked pony took off running.

"Wait!" Twilight shouted, holding her hoof. "Stop! I want to talk to you!"

Twilight gave chase, intent on not letting this potential symbiosis partner get away. She swerved around a sidewalk corner, and could see the tail end of their billowing cloak shortly before it slipped the next corner. Twilight continued her chase, and eventually found the cloaked stranger in an alleyway, resting. Probably thinking she had lost her pursuer.

"There you are!" Twilight declared, startling the stranger. As Twilight approached and cornered her, the stranger backed away, only to herself pressed against a wall.

Twilight put her hooves on the stranger's withers to pin her, then bit the hood and pulled if off, revealing...

"Trixie!?"

"Hello, Twilight Sparkle!" Trixie spat, unhappy to see her 'frenemy' in this state. "W-what brings you here in this dark alleyway?"

"I...followed you?"

"And Trixie was attempting to escape you. Funny, that." Trixie worked her sarcasm with a raised eyebrow.

"Why were you running away? I thought we were friends now!"

Trixie turned her head away. "Trixie... has a developed a problem. Trixie may or may not have thrown herself in with somepony she shouldn't have and been infected with an evil substance unrelated to the Alicorn Amulet. She also may have pleaded guilty for a reduced sentence."

Trixie pushed Twilight off and turned her head away. "Please, just leave Trixie alone to wallow in her misery."

Twilight chuckled. "Eh-heh...hehhehhehheh."

"What are you laughing about?" Trixie demanded harshly. She was in no mood for foalish games!

Twilight cupped Trixie's cheek and pulled the azure unicorn's head towards her.

"Please don't call it an infection. It hurts my feelings. It's really more of a condition."

Dark Energon surging through both their veins, Twilight touched her now glowing horn to Trixie's. Both unicorns' eyes flashed with the Dark color as an indescribable pleasant feelings of just being connected swelled in both of them.

"Y...you have Dark Energon in your system?" Trixie stammered. "You? Straight and narrow Twilight Sparkle?"

"It's a long story." Twilight said with a smile. "Say, I'm supposed to go visit my brother in the Crystal Empire later today, and he knows how much I love my friends. I'm sure he wouldn't mind me bringing a plus one."

Trixie's eyes got big and dewy. "What- not only are you inviting me to go meet your brother, who I'm sure is a very attractive stallion-"

"He's married."

"Oh. Hrmph. Oooh, never mind that! Not only are you inviting me to meet your family, but you're taking me to the Crystal Em-pire!?" The high note in her voice emphasized well Trixie's surprise and disbelief.

Twilight thought about this for a minute, stroking her own chin.

"Well, yeah! It's not that often you find a...symbiosis partner around here." Twilight said, blushing and shyly lifting her hoof.

Trixie returned the embarrassed, but pleasantly surprised smile.

The Doctor had his eyebrows furrowed and his fist pressed firmly into his hand as Smokescreen lazily rolled through town. The Time Lord was deep in thought, concerned over Twilight. How she, while thinking he was a human, so quickly dismissed him. How hurt she seemed when she had to reveal herself to him. Smokescreen eventually noticed.

"You okay, Doc?"

"Hmm? Yeah, yeah, just thinking, is all..." The Doctor assured him.

"Oookay then."

The Doctor continued thinking until he saw two white unicorns – one with blue hair, the other with pink- reaching over a counter to give what he had to assume was pony currency to a stall merchant, who gave them some fried doughnuts.

"Oi. What's this then? Stop right here." The Doctor instructed Smokescreen, intrigued by what he saw. "I'm interested now..." The Doctor made his way out of the Autobot and marched over to the stall.

"Howdy! What can I do fer ya?" The merchant manning the stall greeted. "Here for of Doughnut Joe's trademark doughnuts?"

"Eh, possibly." The Doctor shrugged. He was more interested in just observing the unicorns enjoying such filling jelly-filled pastries.

"Hm. Well, you've met Joe. I'm Fancypants, and this is my partner, Fleur-de-lise." The blue-maned unicorn introduced themselves. "Who might you be, my fine fellow?"

"The Doctor. I'm a Time Lord visiting from space."

Fancypants and Fleur-de-lise stared blankly at him.

"Right then." Fancypants shrugged the alarming revelation like shaking off a bug on his shoulder. "Are you finding Equestria to your liking, Doctor?"

"For the most part. I'm..." The Doctor paused, afraid what he was about to say would be construed as offensive. "I'm curious to see unicorns eating doughnuts. It's not all that common where I come from." He felt at ease around this Fancypants fellow, presumably because he had an accent not dissimilar to the Doctor's own.

Fancypants and Fleur chuckled at the Doctor's eagerness to see new and strange (to him) things. They bemusedly obliged his request and started to munch happily on their doughnuts, keeping the food in the air with their magic. The Doctor wasn't at all perturbed at this disruption of physics.

"Say, are those doughnuts any good?"

Fancypants' eyes widened. He cleared his throat and composed himself. "Er...yes. Pardon my suprise, Doctor. But these are the work of Doughnut Joe!" Fancypants gestured to Joe, who blushed at the compliment. "Of course they're good! Here." Fancypants used his magic to tear off a bit of the doughnut and levitated the bit towards the Doctor. "Try a bit before you 'ave a go."

The Doctor appreciatively took the doughnut-bit with a smile and observed it for a moment before putting it in his mouth. "Mmh! Say, these are good."

Fancypants grinned and chuckled. He pulled out a hoofful of bits from his pocket. "Joe, my good colt, a a half-dozen package for our friend the Doctor here."

"Comin' right up!" Joe announced proudly before ducking under the cover of his stall. There was a few pops from the counter, followed by a ding, and Joe resurfaced with a bag hanging from his teeth. "'Ere ya go!" Fancypants levitated the bag to the Doctor.

"Oh, you didn't have to do that!" The Doctor decried as the bag dropped into his hands.

"Perhaps not. However, consider this a polite gesture on my part." Fancypants bowed his neck. "To welcome you to Equestria." Fancypants and his companion took their leave. The Doctor turned and headed back to his ride.

"Got a treat for yourself? Where's mine?" Smokescreen joked.

"It was a gift." The Doctor responded, cleverly defeating Smokescreen's jab.

There was a beep-beep from Smokescreen's dashboard.

"'Ey, Smokescreen!" A sweet-sounding Southern voice came from Smokescreen's dashboard. "Got sumthun of a situation 'ere back at the farm. Think y'all can head on over and help out a little?"

"Of course! Oh, but I have this, uh, sort of passenger?"

"Eh, bring 'im along. Could always use more hooves."

"All right! Consider me there!" The commlink beeped off.

"Oi now. What's this then?" The Doctor demanded at the strange conversation to which he had absolutely no context.

"I guess I should explain. I kinda...have this thing going with these ponies called the Apple Family. They kinda take priority over you, so we're gonna head over to Ponyville."

"Oi now." The Doctor objected. "Celestia said you were supposed to be giving me a tour of Canterlot."

"Well, that's true." Smokescreen admitted.

The Doctor gave Smokescreen's dashboard a good solid thwack. "Oi! Just 'aving a bit of fun wit' ya. Let's go meet this Apple Family of yours, I'm sure the Princess won't mind! More, the merrier, I always say! Hahaha!"

"Well...if you say so!" Smokescreen, being young and inexperienced, took little to motivate him and even less to convincing. He revved his wheels (despite the fact he yet to get an Earth vehicle mode and hovered off the ground) and took off at blazing speeds, his motor running at its maximum. The Doctor dropped his doughnut bag and clenched his hands against the back of the chair, holding on for dear life as the insane speeds made his lips flap around wildly enough to reveal his gums.

After winding through more than a few suspended bridges and through a few forests, Smokescreen stopped at the outskirts of Ponyville, where a little-known entrance straight into Sweet Apple Orchards was placed that he traveled right through. He came to an abrupt stop, shaking the Doctor in his chair even more, and the unfortunate passenger was all too eager to get out of his ride. While Smokescreen converted to robot mode behind, the Doctor wobbled and clutched at his stomach.

The Doctor groaned in pain.

What was even worse was, in the high-speed ride that ensued, his doughnut bag was shaken and stirred until the doughnuts inside were nothing but paste adhering to the cardboard walls. However, it evened out, as he was going through too much motion sickness to even think about eating right now.

Smokescreen flexed his shoulders and twisted at his waist. "Ah! Feels good to exercise my hydraulics after being in vehicle mode for so long!"

"There y'all are!" The same sweet sounding voice from earlier called out. "Ah thought Ah heard the hum of a overripe engine!" A very orange pony with a cowboy hat trotted into view, followed by a group of other mares.

"Applejack!" Smokescreen shouted as a form of greeting.

"So, Smokescreen, y'all ready to get to work?" Applejack questioned.

"I'm always ready!" Smokescreen declared, punching his fists through the air to demonstrate his readiness. Applejack noticed the wobbling Doctor and got a concerned look on her face.

"Say, is yer buddy all right there?"

"Eh, he'll be fine."

"No!" The Doctor objected, raising his hand and barely keeping himself from throwing up. "I am most certainly not fine!"

"Hmm." Applejack pursed her lips. "Well, Ah can clearly see y'all are in no state to help buck apples...although..." Applejack turned silent, but it was clear from her expression she didn't think The Doctor had the muscle to help with the apples trees even if he was feeling well. She trotted towards him and lifted him up onto her strong back. "Here ya go. Sit there for a spell 'til you can stand up straight. Say, who are you, anyhoo?"

"I'm...the Doctor." The Doctor groaned out, lying on her back to gather his strength. Applejack ignored the weight on her back and proceeded on her work, walking up to an apple tree and bucking it untl the apples all fell off it onto the ground. As she worked, the Doctor noticed her friends and decided to strike conversation with them.

"So...who might you...all be?" The Doctor groaned on, rolling around on Applejack's back. He rather enjoyed and appreciated the feeling under his back. It was kinda like lying on a moving rock with a bed comforter on it. Though he didn't like the bump that rolled through Applejack's back -and by extension, his back- when she bucked the trees around.

"I'm Rainbow Dash, and these are our friends Pinkie Pie and Fluttershy!"

The Doctor raised his head up to see the three of them. He guessed the one with rainbow hair was Rainbow Dash, and the pink one was Pinkie Pie, so by process of elimination, that made the mutant one with swirling bronze patterns on green armor plating Fluttershy.

"Now hang on a sec, 'ere. What's with the cyborg pony?" The Doctor shook his head. "I don't believe this, a cyborg pegasus."

"Um..." Fluttershy mumbled. "Actually, I'm a techno-organic...there's a difference."

"Techno-organic, eh?" The Doctor exclaimed. "Oh, I want to Sonic you so badly..."

Fluttershy took a few steps backwards uncomfortably. "Um...that sounds inappropriate, Mister Doctor."

"Mister Doctor? Mister Doctor? You know, I rather like the sound of that!" The Doctor clapped his fists together. "Right then." He leaped off Applejack's back and climbed her down her side to the ground. He gave her a pat on the rump to show his thanks. "Thanks for being a bed for me, mate."

"No problem, sugercube." Applejack told him before continuing on her work.

"So..."The Doctor said, turning around. "Explain the, uh, explain the cyborg pegasus to me."

"Techno-organic." Fluttershy repeated quietly, though listening closely enough would detect a hint of irritation in her voice.

"Well, she, uh...kinda got converted. But it's okay. She likes it. Don't you, Fluttershy?" Rainbow Dash playfully banged a hoof against Fluttershy's armor. Fluttershy lived up to her name and nervously shied away from the attention.

"Well...a little." Fluttershy admitted. "I would never want to hurt somepony, but it's nice to know I don't have to worry about somepony beating me up."

Fluttershy was understating her own strength, as being part-Insection gave the parts of the Insecticons' incredible power.

"Fascinating!" The Doctor announced with a jerk of his head. He was familiar with the idea of an organic being cyber-converted...although this was a bit different from anything he was used to. "You know what would be great? If you could tell me more, eh!? Doesn't that sound grand?" The Doctor, trying to be friendly, cupped Fluttershy's cheeks. However, this startled her and made her convert into her ladybug mode involuntarily.

"Wha...she's not just a cyborg, but she's part Cybertronian!? Well, that is just- just- cool!"

"Yeah. She's still our Fluttershy, though." Rainbow Dash said, resting her knee on Fluttershy's beast-mode shell.

The group of ponies heard a the clop of two more ponies approach behind them, and they turned around to see Twilight and Trixie approaching.

"Trixie!?" All three mares exclaimed. "What are you doing here?"

"Trixie has discovered she has...more in common with Twilight Sparkle than she initially thought." Trixie answered.

Twilight narrowed her eyes at the Doctor and sneered. "Doctor, Doctor, why do I keep running into you?"

The Doctor shrugged cockily and walked towards them his usual irritating swagger. "I don't know. Why do you keep running into me?"

"I don't know, but I wish I'd stop." Twilight then ignored him for the rest of the conversation. "Anyways, Trixie and I are heading to the Crystal Empire to pay a visit to Shining Armor. We just wanted to inform everypony."

"All right then." Pinkie drawled.

"Have a nice time with Trixie and Shining Armor." Fluttershy said quietly.

"You sure it's a good idea to introduce her to your B.B.B.F.F?" Rainbow Dash asked with a suspicious eye towards Trixie.

Twilight glanced at Trixie worriedly, and Trixie glanced back sadly. Twilight hadn't at all thought about it like that...

"No, but...friendship is magic." Twilight answered, building her up confidence as she spoke. "Have a nice day, everypony!"

Twilight and Trixie turned to leave as everypony waved them off. The Doctor, meanwhile, rubbed his chin.

"I think I might like to see this...'Crystal Empire." The Doctor muttered. The gears in his head began grinding mischievously, and he rubbed his hands together. "So, Fluttershy the Cyborg, would you be up to help me hitch a ride?"

Fluttershy's beast-mode optic twitched. The Doctor, sensing an unforeseen volatility from the Insect/Pony, started backing away.

"TECH-NO-OR-GAN-IC!"

Twilight and Trixie boarded the Friendship Express, the train that would take them from Ponyville to the freezing cold Crystal Empire.

Behind them, Fluttershy skittered along the ground, the Doctor on her back, a little nervous about the Doctor's plan.

"Are you sure this is a good idea, Mister Doctor? It seems like we're stealing a free ride off the train..."

"Oh, fine." The Doctor sighed. "We'll pay them before going up. What do you ponies even use to pay for things, anyway?"

"Bits. Little gold coins." Fluttershy skittered up the train's cab and gave the conductor some bits from her insect leg. The conductor was nervous to take money from an over-sized metal ladybug, but upon taking them and seeing the coins were genuine, nodded them his permission for them to board.

Of course, when Fluttershy turned away from the train and flew up onto the top of a section, the conductor was a little baffled.

Fluttershy sunk the pointed tips of her bug legs into the cab, attaching herself into the cab.

Inside the cab, Twilight noticed six pointy things poking down from the ceiling of the cab she and Trixie were in. She looked to Trixie, who shrugged. Twilight turned and poked her head out of the window and was gobsmacked by the sight of the Doctor resting on top of Fluttershy, her wings held out to form a chair for him.

"For the love of pete..." Twilight muttered. "Fluttershy! What are you doing up there!?"

The train started moving. The churn and hum of engine forced Fluttershy to speak louder than she was comfortable, and Twilight to raise her shouting.

"The Doctor wanted to see the Crystal Empire!" Fluttershy shouted back. "He thought it sounded interesting!"

Twilight made a frustrated groan. "Quit following me, Doctor!...Why are you on the roof!?"

"Personal preference!" The Doctor shouted back.

"You prefer to be on the roof!?"

"Yeah! What's so wrong about that!?"

"It's just...strange." Twilight closed the window and sat back in her chair.

Nothing noticeably really happened on the way. When the grass turned to desert, and the desert then turned to snow, ice, and frosted over grass, The Doctor presumed they had to be getting close. He shivered and hugged himself.

"Are you cold?" Fluttershy asked.

"Am I cold? Yeah, I'm cold! Is the Crystal Empire this cold?"

"No."

"Whew! Well, that's a relief."

"It's colder."

"Bloody!"

The Doctor was starting to bitterly regret not going into the actual train. He was sure there was a heater, and maybe some hot chocolate there.

"Would you like huddle underneath me?" Fluttershy offered. "I'm sure my internal machinery will keep you warmer than just sitting there."

"Probably have a point." The Doctor admitted. He crawled off Fluttershy's back and wormed his way under her shell, where Fluttershy took her front two legs out of the cab and hugged him. Like she said, the heat from her machine parts was warmer than sitting on her back. Not by much, but it was something.

The Doctor noticed a pink flying thing off in the distance. "What's that?"

"What?"

"That pink flying there. Off in the distance." The Doctor pointed.

"Oh! I think that's Princess Cadence. She manages the Crystal Empire for Celestia...I wonder what she's doing out..."

Cadence flew along the Crystal skies, a basket hanging from her mouth. In the basket were some grapes, bananas and other fruits, as she was intending for a good day with Shining Armor.

As she was flying along on her way, she noticed a glacier. It was a humongous chuck of ice, but it was actually rather small for a glacier. She didn't think much of it, so she continued on her way, but her horn suddenly lit up and started dragging her towards the ice mountain. She tried to fight it and pull back on her way, but her horn dragged her down.

She sighed. She should have known better. When a unicorn's horn locks onto something and wants to investigate something, the unicorn had no hope of fighting.

Once she stopped resisting, she had a much smoother flight towards the glacier and she perched on top of a jagged ice chunk and scanned the area of the glacier. She really didn't see anything noticeable...

Until she swept her gaze over at the center of the glacier, and saw a humongous sword the size of Optimus Prime trapped inside the ice. It was beautiful, elegantly crafted and wonderfully sculpted. It was almost mesmerizing in its beauty.

"This must be one of the Iacon Artifacts Twilight's always trying to help Optimus find! I've got to tell her and Shining Armor about this!" Cadence realized. She flapped her wings and took off towards her original destination with a new sense of urgency. The existence of this sword had to be shared as soon as possible!

The Friendship Express pulled up into the Crystal Empire's train station. Everypony got off the train, Twilight and Trixie amongst them. Fluttershy bucked her legs out of the cab and hugged the Doctor to fly him off the train and onto the station. Hearing Fluttershy's wings, Twilight looked over her shoulder and glared at the Doctor. She humphed before continuing on her way.

"Oi. She does not like me, does she?" The Doctor remarked at Twilight's behavior.

"No...please forgive her. She has trust issues with humans."

"I'm not a human! I am a Time Lord!"

"Oh!" Fluttershy exclaimed, putting her legs over her mandibles in alarm. "I'm so sorry! I didn't know!...you still look like a human, though."

"No. No." The Doctor firmly insisted. "Humans look like Time Lords, not the other way around!"

"But you understand since you look like a human, Twilight's going to..." Fluttershy muttered. "Don't you?"

"Yeah, yeah. I guess. Hey..."

The Doctor noticed Twilight and Trixie trot up to a white stallion who had clearly been waiting for her.

"Twiley!"

"B.B.B.F.F!" Twilight exclaimed, running up to Shining Armor and engaging him in a hug. They wrapped their necks around each and nuzzled for awhile.

"It's good to see you again, kiddo!" Shining said, patting Twilight's shoulder and noticing Trixie. "Who's this?"

Twilight cleared her throat. "Sorry. This is my friend, Trixie."

Trixie's jaw dropped. "Trixie...I'm your friend, Twilight?"

"Well...yeah!"

Trixie's eyes wavered and blubbered. "Oh!" Overwhelmed with emotion, Trixie ran up to Twilight and gave her a hug.

"Okay, okay. That's enough. I'm getting too many hugs and Shining's not getting enough." Twilight said jokingly, lifting Trixie's leg off herself.

"Right..."

"So you're one of Twiley's friends, huh? A friend of hers is a friend of mine!" Shining welcomed Trixie with open arms, er, front legs, inviting her in for a hug.

Trixie approached, but when she stepped away from Twilight and towards Shining, putting herself in between them, all their horns suddenly burst into purple energy.

"Aaah!" Shining screamed, clutching at his horn in pain. "Twiley! What's...going on?"

"Uh, uh...symbiosis!" Twilight sputtered out. "Shining, I'm so sorry! Trixie has Dark Energon in her systems! I'm so sorry, I didn't realize-"

"That's why you wanted to Trixie to meet me!?" Shining demanded sharply, sounding enraged. "So we could all achieve symbiosis together!? As another partner for your damn addiction!"

Twilight made a sound like a sick duck quacking.

"I'm disappointed in you, Twiley." Shining said, turning around to leave.

Fluttershy and the Doctor stared with wide eyes. Twilight just dropped onto her haunches, unable to believe what she just heard.

Shining stopped. "Why don't you take some time and think about what you did?"

"Excuse you!?"

All eyes turned to Trixie, who was speaking now in the middle of this family confrontation.

"You think Twilight brought my here just to achieve symbiosis with you!? Don't flatter yourself!" Trixie snorted, puffing air out of her nose. "The Grrreat and Powerful Trixie would never want to achieve symbiosis with a such a quick-to-judge stuck-up unicorn like you!"

The hypocrisy was so thick it could've cut with a knife. And malleable enough a flat, not very sharp butter knife would do it, at that.

Now it was Shining's turn to have his jaw drop.

"Twilight brought Trixie here to introduce so we could all hang out together like good friends. You think she likes the fact that she has to cope with this stuff?"

"Well, I..." Shining muttered at a half-attempt to salvage his pride.

"You think Twilight likes the fact she to go out and spread this infection of hers with other ponies just so that it doesn't kill her? You think she likes being undead?"

"Well, that's actually come in useful at times..." Twilight mumbled, turning her violet eyes away.

"Why don't you take some time and think about what you did?" Trixie snarled. She wrapped her leg around Twilight's back and began to steer her away from the station like she was a protective boyfriend.

Shining just stood there, jaw agape, having to process so many emotions at once he couldn't even think of what he was supposed to do next- fairly obvious, "Apologize to Twilight" but in his current state, even so much as singing his A-B-C's was an impossible task.

"Well...I'm no expert, but I'm pretty sure that could've gone better." The Doctor silently quipped.

Cadence descended from the sky, making a bee-line for her husband. "Shining Armor! Where's Twilight? I've got something I need to share with both of you!"

"Don't bother." Shining bitterly spit before trotting off in the direction of the Crystal Castle.

Cadence raised an eyebrow, then noticed Fluttershy and the Doctor. "Hello! Uh, Fluttershy? Could you explain what's going on to me?"

"Well, basically, Twilight's broke up with Shining Armor to be with Trixie." The Doctor answered. "Does that help?"

Cadence stared.

"N...n-no, not really." Cadence's eyes started rolling around doing loop-de-loops in their sockets. "In matter of fact, I'm actually now even more confused."

Outside the city, Twilight sat on her haunches on the ledge of a bumpy part of the road, Trixie's leg wrapped around Twilight's neck. Twilight's had her hooves on her cheeks, wondering what she did wrong.

"I don't understand..." Twilight muttered. "I didn't mean for us to undergo symbiosis...why can't he see that?"

"Who knows?" Trixie said indignantly.

"...Trixie? T...th...t-thank you for standing up for me." Twilight stuttered.

"O-of course!" Trixie stuttered back, still getting the hang of this whole 'emotion' thing. "That is what friends are for, isn't it?"

Twilight gave a look of surprise. She smiled and gave Trixie a hug.

"I don't believe this." Twilight said. "I mean, doesn't he realize if I didn't use the Dark Energon on him, he'd still be dead!?"

Trixie patted Twilight on the back, content to let her rival just...vent and get everything out in the open.

"You don't need him." Trixie assured her.

"But I do. He's my brother!" Twilight countered.

Trixie frowned, unsure of how to proceed. "Well, uh...Trixie is sure he'll come around?"

Twilight pulled away from Trixie and sniffled. She wiped a tear from her eye. "You know what, Trixie?"

"Trixie does not know what. What?"

"You're right. Shining just has acceptance issues and he's taking it out on me. He'll apologize once he's had some time to think."

Twilight got up and began to trot out into the fields of ice and snow, standing tall and proud with the conviction this was just an unfortunate mishap, and not Shining's last words to her. Then, as if rob her of her victory, her horn suddenly giving off an intense light glare that made Trixie avert her eyes.

"Ooh...wow. Trixie, I'm getting an incredible feeling of symbiosis from somewhere! Come on, let's investigate it!" Twilight dashed out towards the fields, and her eyes turned the blank pink of a pony or 'bot deep in the thrall of Dark Energon. Trixie reluctantly followed, and almost immediately fell under the same spell.

The Doctor followed Fluttershy and Cadence as they attempted to track down Shining. Cadence had been fairly confident he was heading towards the castle.

"So, Fluttershy, can you explain this to me better than your doctor friend?"

"Well..." Fluttershy drawled. "Twilight was trying to introduce Shining to a new friend of hers named Trixie, and they all started to achieve symbiosis, so Shining got upset and snapped at Twilight, but then Trixie snapped back at Shining, and then all went they're separate ways."

"I see." Cadence said.

"I thought I heard Twilight say she didn't mean to and was sorry, too..." Fluttershy mumbled.

"Well, Shining's going to the castle to clear his head. We need to get there and talk to him so he knows what to do." Cadence explained.

Fluttershy came to a stop, and it took Cadence a moment to realize Fluttershy had stopped. "Problem, Fluttershy?"

"Yes...where's the Doctor?"

Fluttershy and Cadence looked left and right, as well as up and down, and Cadence saw the Doctor a few alleyways back, observing two Crystal ponies drinking from coconuts.

"Doctor?" Cadence spoke up. "Are you coming with us?"

"Hmm? Oh, right!" The Doctor turned and rushed forward to re-join them. "Sorry 'bout that. There's just so many unusual things around here. You know how it is."

"I'm not sure I do." Cadence muttered. "But to each their own."

The Doctor kept looking around, trying to find more new and interesting things. He was the Doctor! It was what he did, trying to see new...new...stuff.

They arrived at the castle, and the sight of Cadence made the Crystal serf ponies scramble to serve their princess, but Cadence held her hoof out for them to stop. She may have been a princess, but that didn't mean she liked being pampered. Not that she didn't, but she had more important things to do.

The Doctor was absolutely flabbergasted at the castle. "What is this place?"

"The Crystal Castle, the shining jewel of the Crystal Empire...pun not intended." Cadence answered. "It's been here for while. As long as the Crystal Empire has stood, so has it."

"Fascinating." The Doctor oohed. Every corner and staircase seemed to make him turn his head, every decoration seemed to enchant him, forcing Fluttershy to stop, turn around and poke him. There were so many things here! How was he supposed to take in it all?

"Shining Armor?" Cadence gently beckoned after they passed the fourth staircase. "Shining Armor, can you come out?"

Shining did so, though from the way he brutally flung the door open, it was clear he didn't want and wasn't in the mood to talk. "What?"

"I heard about Twilight and Trixie. What's going on?"

"What's going on, is that Twilight has a problem with Dark Energon and she expects me to be a part of it!" Shining flailed his legs about in his rage.

"Are you sure that's what happened?" Cadence softly asked. "It sounds to me like this is one big misunderstanding."

Shining frowned and looked away. "Maybe."

"There we go." Cadence said at Shining's admittance. "Maybe you should apologize?"

"Maybe..." Shining muttered, resting his head against the door frame. "...Yes."

"There we go, mate. Now buck up and go get on your knees and beg for forgiveness." The Doctor threw in his two cents, paying more attention to the surroundings than the conversation.

"Doctor, that's not helpful."

"Right. Sorry. I'll go over there." The Doctor pointed to a corner of the room. Cadence nodded, and he walked towards it. Cadence, however, didn't realize where the corner led.

The Doctor rounded the corner and saw something just as amazing as the sword Cadence saw earlier.

A huge crystal, beautifully and expertly carved into the shape of a heart, suspended between two icy pillars, floating and defying gravity, was visible through a window in the wall. It must've taken an artisan several hours to get this thing just right.

"Wow." The Doctor whispered, putting his hands on the guard rail. "You are a beauty. What's your name?"

"That's the Crystal Heart."

The Doctor looked over his shoulder to see Cadence, Shining and Fluttershy approaching.

"It keeps the Crystal Empire safe, and tells Shining Armor and I how the ponies of the Empire are feeling."

"So like a mood ring, then." The Doctor joked.

Cadence chuckled at this idea. "Somewhat, yes."

The Doctor took in the serenity of the Heart. A serenity which was cut short by an urgent yell.

"Prince Shining Armor! Princess Cadence!" A Crystal Pony yelled, galloping up the stairs as if her life depended on it.

"What? What is it?"

The pony shuddered.

"King Sombra...is returning."

Cadence's, Shining Armor's and Fluttershy's jaws dropped.

"How?"

"That's impossible! The Crystal Heart destroyed him! Didn't it?"

"Apparently not!"

Meanwhile...several miles away from the castle. Several miles away from the Crystal Heart, and a very, very long trek away from any pony sensitive to Sombra's magic...

There was crater. A crater that had only just recently been made, as it was not there when Sombra made the Empire disappear. Nopony questioned much about, as they all thought the crater amidst the crystals and cliffs where it landed made for a beautiful scene. The towering white cliffs overlooking it gave an excellent perch to peer inside, but the crater was so dark and too deep for anypony to notice if there was anything inside.

There was a very large stack of crystals around the crater, completely covered in snow, obscuring their true appearance from anypony in viewing distance. They was something off about them, though. They were really quite pointed and jagged compare to the usual smooth round crystals of the Empire.

Two Crystal Ponies- one male, one female- were lying together and relaxing on the edge of one of the cliffs.

They were on each other, and there was no doubt they at least had some affectionate feelings for each other.

"Mmm, hmm." The male moaned, enjoying the female's touch.

"So, ready to take things a little further?" The girl questioned.

"Oh yeah!...Wait."

The female pouted at being told to wait. She had been waiting plenty enough already.

"Look." The male pointed at a cliff diametrically opposed to the one they were on. "Isn't that Twilight Sparkle?"

The female bolted upright, and saw that, yes, Twilight Sparkle, and Trixie, were overlooking the edge of the other cliff.

"It is!"

From the unnerving, vulture-like posture of the two unicorns, the Crystal mare knew. "Something's wrong."

Twilight quit staring at the gap and turned towards Trixie. "The horn, my faithful sssstudent." She hissed, clearly deep in the Dark Energon's thrall.

Trixie produced from her star-printed cloak...King Sombra's disembodied horn! Twilight took it into her hoof, then chucked over it over the edge where it fell into the pit.

The Crystal Ponies hugged each other, afraid of what was about to happen. They didn't know what it was, or what it was going to be, but they knew it couldn't have been good.

Seemingly, a pair of glowing green eyes with red, vertical snake-like slits with green mists flowing off them appeared in the crater. It was like the hellish eyes King Sombra himself had opened.

Then they closed, and a terrifying roar echoed out from the crater. With the roar came a flash of purple light that shone up. A ring of purple energy rose up from the crater and tore through the snow around, revealing the crystals present to be, in fact, Dark Energon.

A gigantic claw reached from the crater, and grabbed the crystals for support. With a deep groan of effort, wings appeared from the crater, and the demonic beast dragging its way out of Pony Hell appeared burst forth in a display of power, its wings beating proudly and irritably.

It was a huge monster, somewhere between Bruticus and Trypticon in size. It looked like someone had taken a Decepticon, and a demon from human myth, and smashed the two together until they merged into one. Then they put a the coat of a Crystal Pony on the result. The wings were large, and oddly-soft looking, with a pattern like a computer grid running through them.

The beast flexed its barn-sized wings.

"Is...is this some reincarnated form of King Sombra?" The mare squeaked out, noticing the demon had Sombra's eyes and thinking this may have been a long-reaching plan of Sombra's in the event of his demise.

The two stood there and huddled against each other, not expecting an answer.

"No." The demon roared. His voice carried all the destructive intent of a Decepticons's, but without the passion and pleasure Decepticons had for it. Like destruction wasn't a passion for him, but a required programmed motion he was predetermined to engage in.

He slammed his bus-sized fist into the edge of the cliff they were on, making it shake and rattle beneath their hooves.

"I am Thunderwing."

Up In Smoke

Earth had a wide variety of places to live. Whether it was a smoky factory industrial area, a quiet little burg on the edge of nowhere, OR a hellish frozen wasteland!

Downtown City was something of a cross between the first two, having sky-reaching skyscrapers that didn't quite touch the heavens. Smoke-blowing factories that weren't so horrible pollution that the air wasn't breathable. Plants could be grown, but they weren't as nice as they could have been.

The cars were also plentiful, though not nearly as obnoxious as they would be as, say...New York. (When it wasn't being totally overrun by Decepticon armies, that is.)

As it was past evening, the traffic was actually quite quiet. The only cars out were the ones of some pour souls who had car trouble or had to work late.

Cruising down the street, the math teacher of the local school was stopped by a stoplight. He didn't mind much. He wasn't in a hurry.

But up ahead, he could vaguely make out an odd series of blue lights. It almost seemed like they were approaching him.

"That's weird." The teacher mumbled to himself. He stuck his head out the window and honked for their attention. "Hey, kids! You really shouldn't be out this late at night with your face glowsticks!"

Before he knew it, those lights were right besides his car, and the inhuman appearance of what they belonged provoked him into screaming.

"Do-not-fear." The mechanical monstrosity buzzed at him as more of its kind surrounded the car.

"We-will-remove-your-fear."

Da-daaun-datta-dat-daun-dun

You think about all the things you love to do.

It all comes true.

You find a place where you never knew,

Where you're happy to

Just be you!

We can be (Yeah!)

Who we wanna be (Yeah!)

At the Littlest Pet Shop,

You and Meeee!

Friendship Is Magic: Prime Bonus Story

Up In Smoke

Episode Synoposis

Smokescreen is assigned to investigate disappearances at Downtown City. Seems simple, but then the Cutie Mark Crusaders tag along...

Smokescreen was parked inside the Apple Family barn, since the Apple Family didn't really have a garage per se to put him in. He liked the barn- it was just spacious enough for him to transform and walk around in. But he still felt like he was being treated like an animal. A pet. Apple Bloom's pet Autobot. That, he did not like so much.

Applejack peeked her head in through the barn door. "Hey, Smokescreen! Big Macintosh and Ah are 'bout to start today's applebucking. Y'all wanna lend a hoof?"

"Sounds like fun!" Smokescreen exclaimed. "...But how do I help?"

"It's easy. Just hit the trees until the apples fall off into the baskets."

"Oh...okay!"

Smokescreen drove out the barn and converted to robot mode. Walking with Applejack to the orchard, he saw Big Macintosh working.

"Jus' watch Big Macintosh 'ere, and ya should git the hang of it." Applejack encouraged him. Smokescreen followed her instructions, glaring so intently Apple Bloom though he was trying to set Big Macintosh on fire with his eyes.

Big Macintosh sat down on his haunches near a tree, observing it. After he had decided how best to approach it, he got up and turned his back to it before swinging out his powerful hind legs and giving the tree a solid blow. The apples on the branches dropped out into the baskets like they were conceding to defeat to Mac's superior strength.

"That doesn't seem too hard..." Smokescreen muttered. "Yeah...yeah, I can do that!" The young Autobot turned his fist towards a tree nopony had got to yet and walked towards. He paused, not knowing how to get the apples out. His body wasn't built for bucking, that was for sure. He scratched his chin, then snapped his fingers when he realized what to do. Aiming his fist, he gave the tree a hard punch that made the apples wobble.

"Oooh..." Smokescreen sighed and hung his shoulders at his apparent failure.

"Cheer up, Smokescreen!" Apple Bloom cheered at him. "Not everypony gets it on their first try!"

The apples wobbled a little longer, before finally falling off.

"Ha! YES!" Smokescreen threw his fists in the air in triumph. The Apple siblings whooped and reared up in applause. They all proceeded to have a good time together bucking (or punching, in Smokescreen's case) apples, until Ultra Magnus stepped into the orchard.

"Oh. Howdy, Ultra Magnus! What brings you to our humble little farm?" Applejack greeted him.

Ultra Magnus held his hand out. "Ah-ah-ah! From now on, all Ponies shall refer to me as "Your Magnushood."

Applejack was dubious. "Wuh...Really?"

"Yes!" Ultra Magnus answered proudly, beating a hand on his dark blue chest.

Smokescreen bent over and whispered to Applejack. "Ultra Magnus has a reputation for being a prankster. Your best bet right now would probably be to just play along."

Applejack sighed. She had enough 'playing along' to last a lifetime with Rarity's ridiculous ideas... actually, that was oddly fitting, as Rarity drifted towards the Wreckers whenever she wants to hang out with the Autobots, and Ultra Magnus was the Wreckers' commander...

"Anyways..." Applejack hesitated. "Your Magnushood, wut do y'all need?"

Ultra Magnus held out his arm, panels on which swung open on their hinges. "I've gotten a message from my brother about a news report of disappearing persons in a city on Earth. Since Smokescreen doesn't have a huge service record, and we don't have any indication- yet- that this is anything dangerous, he's decided to send him on it."

"But I'm officially assigned to Equestria..." Smokescreen muttered.

"I'm officially assigned to Cybertron, yet, here I am." Ultra Magnus retorted, with a tone to suggest that 'assigned' was a word that meant very little to him.

"All right." Smokesceen conceded. "Let's go, Ultra Magnus!"

Magnus grunted.

Smokescreen sighed. "Your Magnushood."

Magnus smiled. "That's better."

The two Autobots began to walk off the orchard.

"Well, Ah hope he does well on his new assignment." Applejack wished him well before turning back to her farm, only to see Apple Bloom had disappeared. "Hey, where's Apple Bloom?"

"Mah pet's goin' to Earth wit'out me!" Apple Bloom complained to her fellow Crusaders.

"I'm sure he'll be fine." Scootaloo said. "Didn't you tell us, he, like, used Optimus' hammer to smash a Decepticon lich or something?"

"It was Ultra Magnus' hammer." Apple Bloom corrected. "And yeah, he did...but Ah should git ta go wit' mah Autobot!"

The three fillies lied there, pondering what to do.

"You know..." Scootaloo started with a mischievous grin. "We've never been to Earth ourselves." She wiggled her eyebrows at the two of them.

"Rarity said she'd like to take me to Earth and go with Miko to this place called "Tokyo"." Sweetie Belle added. "But she says she has nightmares about this Decepticon called Hardshell...uh, what was it she said?... Returning from the grave and eely-eel-l- 'electromagnetically pulling his wrecked body together and breaking my horn like he did her own.'" Sweetie Belle huffed, having said that last sentence in one breath.

"Yeah...yeah!" Apple Bloom realized. The three fillies clapped hooves.

"CUTIE MARK CRUSADER EARTH VISITORS, YAY!"

At Team Prime's Outpost, Twilight, Pinkie and Rainbow Dash were hanging out with the Ratchet, Arcee, Raf and Bumblebee.

Pinkie's tail twitched. "Oh, hey Ratchet! Look out!"

Ratchet pulled away from his computers and looked around. A piece of plaster fell from the ceiling and shattered against his head.

"OW! What in the AllSpark...?" Ratchet swore, rubbing his sore cranial module.

"Pinkie Sense, dude." Rainbow explained.

"Pinkie Sense?"

"Yes." Twilight answered. "Pinkie has a limited ability to tell the future using her Pinkie Sense."

Ratchet scoffed. "I don't believe that."

"I didn't, either."

"Perhaps we can run some tests..." Ratchet growled.

Twilight's eyes widened, remembering her own ill-fated and disastrous attempts to study Pinkie's Pinkie Sense. "Trust me, Ratchet, you don't want to do that. I tried. It didn't end well."

Ratchet crossed his arms and drew his chest in sharply. "What do you try, exactly?"

"What do you mean?"

"Monitoring her brain patterns?"

"Tried it."

"Studying her behavior?"

"Tried it."

Ratchet paused and rubbed his chin. "Testing if there's a specific trigger for her Pinkie Sense from the surrounding area?"

"Tried it."

"...Dissection?"

Twilight's jaw dropped in horror. "AAHHH! OPTIMUS!"

Optimus peeked his head around the corner. "I thought I heard somepony scream my name?"

"YES!" Twilight pointed at Ratchet. "Ratchet's trying to dissect Pinkie!"

Optimus looked at Ratchet incredulously.

Ratchet stammered. "I-it-ah-...that is not true!" He stomped his foot and crossed his arms. "I was only suggesting it!"

Optimus' incredulously look did not change any.

Ratchet pursed his lips until he saw something appear on the terminal. He leaped at the chance to change topics. "Someone's coming through the GroundBridge."

The GroundBridge terminal opened, and Ultra Magnus and Smokescreen entered.

"Hey, bro." Ultra Magnus waved at Optimus. "Here's your rookie." Magnus smacked Smokescreen on the back. It was good-natured, but Magnus' prodigal strength sent Smokescreen flying.

Smokescreen stumbled, then attempted to right himself to salute Prime. "Smokescreen, reporting for duty!"

"I was wondering when you'd arrive." Optimus said stoically. "Has Ultra Magnus briefed you of the situation?"

"Yeah. Disappearances. Investigate. No problem." Smokescreen punched the air to show he was ready for action.

"Ratchet, prepare the GroundBridge for the coordinates I gave you this morning." Optimus instructed. Ratchet pushed some buttons and pulled the lever, resetting the GroundBridge. Smokescreen waved at Arcee and Ratchet before dashing through the GroundBridge.

Ultra Magnus looked around the room to make sure nopony was paying attention to him, then tip-toed over the GroundBridge and kicked himself in the leg. A compartment opened up, and the Cutie Mark Crusaders wobbled out from the secret panel, having experienced the common problem with the GroundBridge in that it always made organics feel sick their first time through. Despite this, the three managed to gallop through the GroundBridge's terminal after Smokescreen, and the portal closed just after they made it inside.

"That's strange." Ratchet mused. "There are three unidentified organics stepping through the GroundBridge with Smokscreen..."

Both Ratchet and Optimus instantly turned their attention to Ultra Mangus. Ultra Magnus faked offense that they would point fingers at him first.

"Wha- just so there's unknown entities in the GroundBridge, I'm automatically your first suspect?"

"Well, ordinarily, we'd look at Pinkie Pie first." Ratchet grumbled. "But you're here."

"You sayin' I'm more of a prankster then Pinkie Pie?"

"Not more of..." Ratchet corrected. "Just worse."

Blythe Baxter, super-star!

Or at least, that's what 16-year old, blue-eye, brunette Bltyhe Baxter thought in her head. She was a fashion designer by trade, and recently, she moved to Downtown City and got a job using her fashion designs to spruce up the pets.

She was sketching her sketchpad when she heard a bizarre alien hum from outside her apartment building. Tossing her writing utensil against her bed, she bounded over to the window and saw the strangest thing she'd ever seen- and she had seen her dad dancing, so that was saying something. A huge green circle mounted vertically in the air. Out of it stepped a huge silver robot with car door wings and tires in its legs.

"What the huh!?" Blythe exclaimed at the sight of it.

The huge robot looked back forth between her apartment and the building opposite hers. It transformed into a car of foreign model she'd never seen before that practically floated on the road and drove off.

Blythe blinked twice. When she had regained her bearings, she whipped out her cell phone and dialed her friend, Young Mee. "Young Mee, you are not going to believe what I just saw!"

"You're not going to believe what I'm seeing!" Young Mee told her.

"So, did you see a giant robot step out of a portal, too?"

"Giant robot? No! I'm looking..at...a...unicorn...toddler!"

"What!?"

Young Mee, an Oriental girl with those weird Oriental stick hair decs, was whispering into her phone, cowering behind the counter of her grandmother's shop where she worked, not at all eager to go out and greet the trio of talking ponies on that entered the shop. She could hear them talking.

"Vanilla!"

"Chocolate!"

"Strawberry!"

"Vanilla!"

Chocolate!"

"Strawberry!"

Young Mee made a stupefied expression. It sounded like the ponies were arguing about which flavor of ice cream to buy, but ponies didn't buy ice cream!

...Did they?

Young Mee's pet rabbit, Buttercream, hopped out from her hiding place and into Young Mee's arms. Buttercream was a cream yellow with discolorations through her fur like candy had stuck to it. "Oh, Buttercream! I'm so glad you're here. There are talking ponies at the counter!"

Young Mee hugged Buttercream tightly, but the curious rabbit became interested in these talking ponies. She wriggled and pushed her way out of Young Mee's arms and hopped over the counter onto the top of one pony's head.

"Ow! Hey!" Scootaloo objected to her head suddenly being turned into a roost.

"Oooh!" Sweetie Belle squealed. She reached out a hoof and pet Buttercream. "You're a very pretty bunny!"

Buttercream giggled. "Thanks! I think you're a pretty-bo-sweetie unicorn, too!"

The Cutie Mark Crusaders stared. "Did that bunny just...talk?"

Young Mee perked up. She didn't hear Buttercream say anything except for chittering. Nervously, but more curious than afraid, she peeked her head over the counter.

Buttercream chittered again.

"Eeyup, she talked." Apple Bloom drawled.

"Awesome!" Scootaloo exclaimed. With how Fluttershy could talk to animals, it was pretty cool to have an animal talk to them!

Young Mee was starting to have an idea. Since ponies were animals, and Buttercream was an animal... "Um, excuse me?"

The three ponies turned to her, unnerving Young Mee slightly with their big eyes. But she pressed on.

"Who are you three?"

"Oh! Ah'm Apple Bloom, this is Scootaloo and Sweetie Belle. And we're..."

Young Mee was woefully unprepared for what was about to happen.

"THE CUTIE MARK CRUSADERS!"

The force of their combined shout threw Young Mee onto her butt and made Buttercream jump into the air.

"How nice." Young Mee muttered, not sure what to think. "If you don't mind me asking...how can you all talk?"

"Talk? Of course we can talk. I mean, why wouldn't we be able to talk?" Scootaloo questioned.

"Oh! I know this one!" Sweetie Belle raised her hoof. "Rarity explained to me. See, on Earth, there are ponies and horses who are kind of like us, but they don't talk or have Cutie Marks."

"On Earth?" Young Mee repeated. "Are you saying you're..aliens!?"

"Yes." The Crusaders answered with completely straight faces.

Young Mee blinked. "O...kay."

"We're here investigating a string of mysterious disappearances." Apple Bloom told her ominously.

"Which we'll start by ordering a triple order of chocolate ice cream." Scootaloo added.

"Strawberry!" Sweetie Belle growled.

"Vanilla!" Apple Bloom snarled.

"Girls, girls!...Fillies?" Young Mee exclaimed, trying to calm them down. "Why not just a vanilla-chocolate-strawberry swirl?"

The Crusaders stared like they had never heard of such a thing. "Do you have that?"

"Yes."

"We'll take it!"

"Okay..." Young Mee set to work preparing the swirl of ice cream, and dialed Blythe's number.

Roger Baxter, Blythe's father, was out grocery shopping and just on his way out of the store when he noticed a silver/black car that seemed to be driving around aimlessly in the parking lot. When he looked closer, he could see it didn't have a driver!...Yet, it was going entirely straight.

He put his bags down and waved the car over. "Excuse me! Sir?"

Much to his surprise, as he didn't think the car would actually response, it drove over and parked just in front of him. "Yeah?"

"I couldn't help but notice that you don't have a driver." Roger informed him, not entirely sure this was really happening.

"Nope!"

"You don't?"

"Yeah. What, you've never seen an Autobot before?"

"Well...no."

"Whaaat? Oh, well, in that case..."

Smokescreen, ever the show-off, couldn't resist the temptation to transform and pose.

Roger's jaw dropped. His first instinct was to pull out his cell phone and call his little girl. "Blythie, you are never going to believe this!"

Blythe was resting with her elbows on the windowsill, not sure what to do about there being a unicorn in her friend's shop. As she was thinking of what to do, her phone rang. She answered it. "Yello?"

"Blyth, you'll never guess what I'm seeing right now!" Her father exclaimed from the other line.

"Let me guess." Blythe exasperatedly said. "A unicorn?"

"No! This giant robot who turns into a car!"

I was close, Blythe thought to herself.

Her phone buzzed again. "Oh! Sounds awesome, dad, but Young Mee's on the other line. TTYL."

"All right. Love ya, Blythie."

Blythe removed the phone from her ear before her dad could make embarrassing kissy noises and clicked a button. "Talk to me, Young Mee."

"Okay, okay." Young Mee breathed from the other end. "Get this. That unicorn, and her friends, are aliens! And they can talk to pets, they bought ice cream from me, and they paid with these gold coins they call 'bits'!"

"Wait." Blythe raised her hand. "Go back. What was that?"

"They bought ice cream from me?"

"Before that."

"They can talk to pets?"

"Yeah, that one." Blythe nodded. "I...gotta go, Young Mee." Blythe hung up and rubbed her chin. "Hmm..."

No one knew it, but Blythe had the ability to talk to all the pets in Downtown City. She used this ability to make sure people were complying with the pets' desires, though sometimes it could lead to trouble with her circle of furry friends who were frequently dropped into the day camp of the Littlest Pet Shop just beneath her apartment.

"So, let's review." Blythe said to herself. "There's a giant robot running around who's making friends with my dad, there are alien unicorns in Young Mee's shop who like ice cream and talk to pets. So, keeping all that in mind, what should I do?"

It stood to reason that, if the unicorns were aliens, so was the giant robot, but that was a secondary concern. If he was making friends with his dad, he couldn't have been all bad. Blythe decided instead to go to the Pet Shop and pick up one of her friends, then take them to the Sweet Shop to talk to the unicorns.

Young Mee rested her elbows on the counter, mystified at the sight of three ponies helping themselves to the ice cream she had prepared for them so enthusiastically.

The door's bell rang as Blythe entered the room with a lavender dog and an orange/brown ball of spikes in her arms.

"Blythe!" Young Mee exclaimed.

"Hey!" Blythe waved. She walked over the Crusaders' table. "So...you're the ponies Young Mee was talking about?"

Apple Bloom swallowed a spoonful of her ice cream before answered. "Eeeyup!"

Blythe blinked. "And you can...talk to pets?"

"Apparently." Scootaloo shrugged.

"Okay...talk to these two." Blythe put the dog and the ball of spikes on the table. The ball unfurled, revealing itself to be a hedgehog.

Apple Bloom chuckled. "Hey, this dog kinda looks like Twilight!"

"I beg your pardon!?" The dog snapped at them. "I'll have you know I am one-hundred-percent unique individual!"

All Young Mee heard was yipping, but Blythe and the Crusaders understood it perfectly.

"Yeesh, okay! Calm down, girl." Scootaloo scoffed. "Some ponies, huh?" She said, turning to Sweetie Belle, who nodded.

The hedgehog chuckled nervously. "Sorry about that. (She offends easily.) I'm Russell. This is Zoe. So you're...aliens?"

The Crusaders all nodded in satisfied manners, like they were proud of this.

"So..." Russell twiddled his paws. "What are you doing here?"

Before Scootaloo could answer, Young Mee's Aunt Christie stepped into the room.

"What the!? Young Mee, what is that?"

"They're talking alien unicorns who wanted to buy some ice cream." Young Mee answered.

Christie looked to her niece, then to the ponies, then back to her niece with a disbelieving expression. She shrugged. "Okay then. If that's what you young people like doing these days, then who I am to judge?" She retreated back into the management room.

"So, uh, Crusaders..." Russell chuckled nervously. "What are you doing here?"

"We're investigating mysterious disappearances."

"By eating ice cream?"

"Yes." The Crusaders answered in unison.

"Since you're aliens, shouldn't you be in some sort of...I don't know. " Russell scratched his head. "Government laboratory?"

"Nah. We're cool."

"Our big sisters DID help save the world, after all."

Zoe shook her head. "Russell, can you believe this? We're actually talking to real, live, aliens!"

"Yes...we are." Russell looked at the Crusaders. Scootaloo scooped herself the last spoonful of the ice cream and ate it.

"Welp, Ah'm bored." Apple Bloom tilted her head into her hooves.

"Maybe we could got outside?" Scootaloo suggested.

Blythe was incredulous. "You-you can't go outside! Do you know what kind of panic you'll cause if people see you!?"

The Crusaders were confused. "But...our sisters git to walk 'round Jasper all the time wit'out any problems."

"Jasper!? What does he have to do with anything!?"

"No, no. It's a place." Scootaloo corrected Blythe.

"Bored." Sweetie Belle repeated.

Before Blythe or Russell could do anything to stop, the Crusaders zipped out the door.

"We should probably stop them before someone gets hurt." Russell suggested.

Blythe nodded. She picked up both Zoe and Russell and headed out after the fillies, while Young Mee just had to deal with all the weird stuff she just witnessed.

Dashing out the door, Blythe looked both sides of the street for signs of the fillies.

"Oh no."

She saw them, sitting on the sidewalk, staring in awe at...the Largest Ever Pet Shop, run by Blythe's archenemies, the Biskit twins. They'd never let her walk freely in their store, no matter what she said, and to top it off, they had their own security robot!

The fillies bumped hooves before rushing inside.

Blythe sighed before going after them, Zoe and Russell swinging from her sides. "Wait! Girls! Stop! Don't go in there!"

Entering the building, the Crusaders were just as in awe of it's inside as they were of it's outside. "Ooooooh..."

"It's so..." Scootaloo muttered, awestruck. "Big!"

"Yah...Ah'm sure if we look a'round hard enough, we'll find sumthun to help wit' our Cutie Marks!"

"Yeah!"

They waited for Sweetie Belle to respond.

"...Hmm? Oh! Are we sure that's a good idea? It looks you could easily get lost in here..."

"What are you, chicken?"

Sweetie Belle, as typical of ponies her age, instantly took offense. "I am not a chicken!"

"Prove it!"

"Fine! I will! Let's go!"

They gave another of their earth-shattering shouts.

"CUTIE MARK CRUSADER CUTIE MARK HUNTERS, YAY!"

They then split up, running down different aisles of the Largest Ever Pet Shop. Sweetie Belle ran down the food aisle, passing by a couple who had been shopping who gave her an startled glare. Sweetie Belle, not getting it, smiled and waved at them.

Scootaloo found the toy section. She went over and sniffed one of the toy dog bones, intrigued by its smell. Sticking her tongue out, seduced by the aroma, she bit the bone and started to chew it on it, playing with it in the intended manner... at least for dogs, not ponies.

Apple Bloom went onto the far left of the store, where she was too amazed by the sheer size of the shop she didn't see a pair of humans until she had already bumped into their legs. There were twins, dressed in skirts, one with white hair, the other with dark, but both with striking red eyes,

"OMG, Britney. What is, like, that?" The black-haired haired-one questioned, pointing at Apple Bloom.

"I think, it's, like, one of those tiny horses." The white-haired one answered. "What do they call them? Like, ponies?"

"Ah'm Apple Bloom! Sorry fer bumpin' into y'all."

Both twins shrieked, and the black-haired one jumped into the arms of the white-haired one bridal style.

"OMG, Britney, did that pony, just, like, talk?"

"I think it, like, did!"

"Of course Ah talked. Why is that so gosh-durn surprisin' to everypony 'round 'ere?" Apple Bloom raised an eyebrow.

Blythe burst into the Largest Ever Pet Shop, doing a double-take to make she hadn't caught the attention of the security robot, Monban, already.

Zoe sniffed the air. "I think one of them is this way." Trusting Zoe's nose, Blythe followed her to the far left aisle, and was irked to see Apple Bloom talking with the Biskits twins. Blythe took in a deep breath and called them.

"Whitney! Britney!"

Whitney scoffed. "What is Blythe, like, doing here?"

"Maybe this pony is, like, hers. She's, like, always talking to her pets." Britney reasoned.

"Listen, I know you're probably not happy to see me, but I need to make sure this pony doesn't hurt herself." Blythe explained before noticing Scootaloo and Sweetie Belle were absent. "Hey, where are your friends, Apple Bloom?"

"Other parts of the store. They're looking for ways for us to git our Cutie Marks!"

Blythe blinked. "I'll ask what that is later. Right now, we need to get out of here before the Biskits decide to-"

"MONBAN!"

"Too late." Russell quipped.

The robot known as Monban wheeled its way towards Blythe and proceeded to pick her, Zoe, and Russell up and throw them out the store. Sweetie Belle noticed, but then she got distracted by a ball of yarn before doing anything about it.

"Ya know, Ah got a pet robot too..." Apple Bloom muttered at the sight of him. "...Mine's better."

"You have been banned from Largest Ever Pet Shop...again. Please see us when your banned has been lifted." Monban droned at them before retreating back into the store, stopping on his way back to give Sweetie Belle an awfully ominous look.

"Ooh... I hope those Crusader fillies will be all right." Russell put his paws together.

"With the Biskits? Probably not." Blythe dryly remarked. The three of them heard tromping metal footsteps behind them, and turned around to be startled by the sight of Smokescreen, Roger standing on the Autobot's shoulder.

"Blythe! I'm sorry for sneaking up on you like this, but I just couldn't wait to introduce you to Smokescreen here." Roger gestured towards the Autobot's head. Smokescreen picked Roger up off his shoulder and gently put the pilot on the ground.

"Hi..." Blythe nervously waved her fingers. "I'm...Blythe."

"Elite Guard Smokescreen, at your service!" Smokescreen pointed to his winged Autobot insignia.

"Smokescreen say's he here from another planet and is investigating a string of disappearances in Downtown City." Roger explained. "Can you believe it, Blythie!? A real live alien!"

"Yeah, great." Blythe said dully, her father unaware she already met aliens today.

"It wouldn't kill you to be a little more impressed..." Smokescreen muttered. "Oh, by the way...you wouldn't happen to know anything about those disappearances, would you?"

"No...although..." Blythe put a finger to her chin. "Our math teacher didn't show up for work today, so the school had our mathlete teacher substitute."

"Sounds as a good a lead as any! I'm off!" Smokescreen transformed into his vehicle and blazed out of the L.E.P.S' parking lot before Blythe or Roger could say anything else.

"Look at him go! I don't know a professional race car drive alive who could go that fast." Roger exclaimed.

"We should... probably go after him and try to keep my classmates from panicking at the, you know...giant robot!" Blythe flailed her arms around to emphasize her point.

Roger rubbed his chin and snapped his fingers. "Good point, Blythie. Let's go."

The Baxters, with Russell and Zoe not far behind, ran to get to the school in time to prevent a complete disaster.

Shortly after they left, metal men with cables and plating all over them like twisted astronauts appeared from a street corner, marching towards the Largest Ever Pet Shop with all the clockwork rhythm of a metronome. Silver circles were imprinted on their bellies, and they were torn gaps in their armor to allow for the movement of their stilted joints. The sounds of their marching had something of a synchronized click to them, that magnified its actual volume to make it sound much louder and menacing than it already was.

They rearranged themselves into a single-file line and marched into the Shop, going over to where the Biskits were at, idly observing their nails. The twins were dismissive of the troupe, even though they were larger then them in both size and numbers.

"Who are, like, you, like, weirdos?" Whitney asked.

"We are The Cybermen." One droned, blue lights flashing across it's 'mouth' as it spoke. "We-have-come-for-the-Little-Ponies."

"You mean, like, that thing over there?" Britney pointed over to Apple Bloom, who was making faces in a mirror.

"Yes. Surrender-her-to-us-at-once." The Cybermen droned.

"Britney, should we, like, comply?"

"Like, no. Monban!"

Monban appeared instantly. "Yes?"

"Throw these, like, Cyber...whatever they said, out."

Monban looked at the Cybermen, who looked back.

"We have come for the Ponies." The Cyberman repeated.

Monban and them stared at each other for a conspicuously long time, as if the Cyberman was a long-lost lover daring Monban to return to them after such a long time apart.

Monban reached his extending claw over and picked up Apple Bloom by the scruff of her neck. "Hey! Jus' wut do y'all think yer-WHOA!"

Monban zipped through the store until he located the other two ponies, and he picked them up as well, gathering the Crusaders into a bundle before giving them to the Cybermen.

"Excellent." One droned.

"Your-service-will-be-recorded, Mon-ban." Another buzzed.

"Monban!" Britney and Whitney exclaimed.

"What are you, like, doing?"

"Tch, yeah, you're supposed to, like, obey our voice commands only."

Monban swerved around on his wheel, glaring at his employers with that single, red eye...

"The Cybermen's logic is infallible. Humans are inferior."

"Like...what?" Britney asked.

"Listen, like, Cyberguys, our daddy owns this pet shop, and like, one-third of Downtown, like, City. So if you, like, messed with our robot..."

The Cybermen pointed their arms forwards, a blue light emitting from a strange indentation on them. The light fired out a laser that exploded a nearby product. The twins hugged each other, scared for their lives.

"We will take these fillies now." A Cyberman droned before they turned around and marched their foreboding march out the shop's entrance. Monban followed them, stopping just short of the exit to give his former employers one last despising glare.

Blythe and her father and pets just barely managed to get to the school in ahead of Smokescreen in time to prevent a panic, since they knew the route to get to the school. All the students out were like a swarm of two-legged piranhas, doing things after school like extra credit or just hanging around the school's spacious ground.

Smokescreen pulled up and transformed, prompting Blythe's friends Jasper and Sue to come over.

"Whoa, Blythe!" Sue exclaimed. "Where did you get such an awesome robot?"

"Yeah!"

"His name is Smokescreen." Blythe told them. She raised her hands to mouth and shouted. "Listen, everyone! I have an alien robot here named Smokescreen who's trying to investigate our math teacher's disappearance!"

Everyone stopped what they were doing to gawk at Smokescreen, before crowding around him and starting to bombard him with questions.

"You're an alien!?"

"What planet are you from?"

"Why are you here?"

"Hey, hey!" Smokescreen objected. "I'll be more then happy to answer your questions later, but right now I need answer, not questions, got it? When the teach disappear?"

"We don't know. He just didn't show up for class today. Hey, how did Blythe get such a cool pet robot?"

Smokescreen's entire head twitched, biting his lip. "ARRRG! I am not Blythe's pet robot! I am Apple Bloom's pet robot! NO! NO!" Smokescreen stomped his foot and swiped his arms through the air. "I am NO ONE'S pet robot!"

The crowd backed away at Smokescreen's outburst. There was a high-pitched scream from another direction, prompting everyone to turn their heads. There was a little girl being pursued by the ominously marching Cybermen.

"Do-not-fear-child. We-will-remove-your-fear." A Cyberman buzzed at her coldly.

"Are those friends of yours?" Blythe asked Smokescreen, pointing to the androids.

"No." Smokescreen stepped forward to confront them. "HEY! Why don't you pick on someone your own size?"

The Cybermen all came to a sudden and abrupt halt, turning their heads upward to gaze at Smokescreen.

"Cybertronian...recognized." One bleeped darkly.

"Whoa, whoa!" Smokescreen pointed his finger. "Just what does that mean?"

"Please step aside. This is a matter of conversion."

"Our fellow machine should understand the inferiority of the organic tissue worn by the populace here."

"Yeah." Smokescreen rasped. "I do." He primed his pod-like blaster. "Which is why I'm not going to let you hurt them!"

He fired a shot at the foremost Cyberman in the crowd, but he took the hit like a champ and shrugged it off. He turned his weapon on Smokescreen and hit the Autobot square in the shoulder, making him stumble.

"Arrrgh! Under...estimated you guys." Smokescreen growled. He aimed his blasters and let loose everything he had, which proved enough to down the front of line of Cybermen, but as the robots kept marching forward, and Smokescreen kept marching backwards, he realized he needed to change tactics.

"This calls for a little horsepower!" Smokescreen transformed into his vehicle mode and revved himself, trying to build up speed. Once he was good to go, he careened towards the Cybermen, running them over and sending them scattered everything, but they remained intact, and would have no trouble regrouping.

"Scrap." Smokescreen swore at their tenacity. "Everyone, get to safety! I'll draw their attention!"

Smokescreen drove backwards, firing lasers from his headlights to make sure the Cybermen focused on him while he retreated.

"Blythe! I need somewhere retreat while I think of a new plan!"

"Uh, uh, uh..." Blythe stammered. She had never been in this kind of situation before, so she didn't know what to do. "Largest Ever Pet Shop's parking lot?"

"That's actually a pretty good idea!" Smokescreen stopped by the curb in front of them and popped open his door to let the Baxters, Zoe and Russell in. Once they had all climbed in, Smokescreen fired another few rounds at the Cybermen before U-turning and hightailing it out of there faster then they could march.

"Once we get out of their line-of-sight, I'm going to contact Optimus Prime."

"Who's Optimus Prime!?"

"Are you...serious? Oh my gosh, you're serious. I...how far away from Earth's main area do you people live!?"

"What's Earth's main area?" Russell questioned.

"..Is that hedgehog trying to talk to me? He's pointing at me and squeaking, so..."

Blythe rolled her eyes.

Smokescreen backed into the Largest Ever Pet Shop's parking lot, making sure to obey all proper driving laws- turn signals, stopping for squirrels, and the like. Making his way into an empty parking spot, he took a moment to relax.

"Okay...we should be safe here for now. I'm gonna call Prime, and he'll come back us up."

A dial on Smokescreen's dashboard, but all that produced was an incredibly ear-piercing high-pitched whine.

"Scrap! Must have damaged my comm while fighting the Cyber-guys..."

"Do you have any other ideas?" Blythe asked.

Smokescreen thought about it for a moment. "Anyone here got a cell phone?"

Both Blythe and Roger pulled out their matching pink cell phones.

"Excellent. I need you to call this number, so listen very carefully..."

Rarity, Miko perched on her back, trotted towards the Apple Orchards to see if Applejack would like to be involved in their hanging out.

"Onward, my gallant steed!" Miko declared, pointing dramatically and enjoying herself.

"Don't push it." Rarity warned.

"Sorry." Just then, Miko's phone rang. "Huh. Blythe Baxter..."

"Friend of yours?"

"Actually, no. I have...no idea who that is."

"Curious...oh! There's Ultra Magnus!" Rarity saw Ultra Magnus hanging out at the Apples' orchard and increased her pace, going from a trot to a gallop to get the Wrecker. Applejack was there, too, enjoying an apple. (What else? An orange?)

"Rarity! Miko!" Ultra Magnus exclaimed at the sight of them. "Ah, how's my favorite two little organics doing? I was just thinking about swinging by Canterlot and picking up Luna and going for a fight, but I guess that can't wait."

"Just fine, Magnus. Just fine."

"Ah-ah-ah!" Ultra Magnus held his hand out. "From now on, all Ponies shall address me as "Your Ultimate Coolness Totally Radical Lord Magnushood Holiness Van Stormm."

Applejack, just barely reigning her contempt and anger, grabbed her hat and stretched it over her face, growling into her Stetson's darkness. "Y'all have got to be kiddin' me!"

Rarity stared at Magnus. "...Nnno."

Magnus stared back before shrugging. "Okay. What's up?"

Applejack was irritated at how Rarity how managed get Magnus to drop his ridiculous titles... "Oh, come on! It's that easy!?"

Miko listened intently to her cell phone, a garble static like an old cartoon coming out of the other. "Mh-hm. Yeah. No, no, I got it. I'll send help right away." Miko snapped her phone shut.

"Hey, Ultra. Got a call for you."

"Okay." Blythe closed her phone. "Miko said help is on the way." She undid her seat belt. "I'm going to go find the Crusaders. They should know about this."

"Have fun with your friends!" Roger waved her off. "...Even though there's an impending robot apocalypse."

"Hey!"

"Whaat? Oh. I didn't mean you, Smokescreen." Roger patted Smokescreen's dashboard apologetically. "I meant those other guys."

"Yeah...fun. With the Biskits." Blythe murmured before running into the Largest Ever Pet Shop. She looped around the entire store, but found no sigh of the Crusaders anywhere. Britney and Whitney were still there, though.

"Britney! Whitney! Where are the Cutie Mark Crusaders!?"

The Biskits stared at her, giving a glance at each other.

"Do you know what she's, like, talking about?"

Blythe groaned and smacked her hand against her head. "The talking ponies!"

"Oh. Them. They were, like, these Cyberguys, and they, like..."

"Kidnapped them. Or would that be, like, foalnapped?"

Blythe was surprised. She knew how little Britney and Whitney cared for life besides themselves, but this...this was too much. Hers let out a puff and whistled like a tea kettle. "AND YOU LET THEM!?"

Britney and Whitney flinched. "Like, chill, Blythe. They had, like, weapons pointed at us!"

"Yeah! Plus they, like, totally brainwashed Monban. What we're supposed to, like, do?"

Blythe stood there, shoulders hunched and eyes twitching, before sighing and crossing her arms, realizing her anger would get her nowhere fast. "Fine...I'm not okay with this, but I understand why you did what you did."

Blythe then heard the Cybermen's imperious synchronized march.

Outside, Smokescreen swore. "Scrap! How did they would we'd be here?"

Monban was leading them this time, eying Smokescreen's vehicle mode with his single eye.

Smokescreen opened his door and booted out Roger and the pets before transforming and going to confront Monban. "Who are you, exactly?"

"Monban, security robot. You are a Cybertronian, correct?"

"Correct..." Smokescreen growled, fingers twitching in this Mexican stand-off of theirs.

Blythe, looking from inside, had an idea. "Whitney, Britney, is Monban still connected to the Shop's security cameras?"

Britney and Whitney exchanged looks. "Like...probably."

"That explains how he knew where we were..." Blythe mumbled.

"You should join us." Monban told Smokescreen. "You are a machine, like us. Yet you do the bidding of the inferior human species. Why?"

Smokescreen narrowed his optics. "The first thing Autobot Elite Guards are taught is that it is the duty of the strong to protect those who cannot protect themselves. Now, I'm going to give you one chance to surrender, and come along quietly."

Monban and Smokescreen stared at each other. One, backed by a troupe of robots strong enough to dent even an Autobot. The other, his only companion a dog diva and an OCD hedgehog.

"No." Monban answered.

"Then I'm sorry...but you brought this on yourself."

Smokescreen readied his blaster and fired, burning a hole straight into Monban's chest. Monban jerked about and fell to his side, his red optic blinking out, dead. The Cybermen then fired their weapons, pounding holes into Smokescreen's chest.

"Urrg..." Smokescreen grunted and grimaced, clutching at his wound. With his weapon only barely denting the Cybermen, and their weapons putting holes into him so easily, defeat seemed certain.

...Until a green hole appeared in the sky, and Ultra Magnus and Kup dropped down out of it!

"Halt, villains!" Ultra Magnus shouted at the Cybermen, reaching over his shoulder and pulling out what seemed to be a block of random parts-that quickly rearranged itself into the Magnus Hammer. "For it...is hammertime!"

(Kup groaned.)

Ultra Magnus swung his weapon down, touching the Hammer's head to the ground. Electricity flew out from it in bursts, tearing the Cybermen apart-literally. The electric pulse sent pieces of Cybermen flying, covering the parking with arms and legs and helmets for miles.

Satisfied at the carnage, Ultra Magnus swung his hammer over his shoulder and turned around to Smokescreen. "What else you got for me?"

"Well..."

Inside the L.E.P.S, Blythe was hard at work, thinking of where the Cybermen's base had to be.

"They had Monban on their side...somehow. They came back here when we did. So...they must have their base near here!" Blythe pointed her finger to the sky in her conclusion. "And I think I know just where to find it! Whitney, Britney, do you mind if I have a look around your day camp area?"

"Like, whatever." Britney waved her hand. "It's not like, we could, like, stop you anyway."

"Excellent! Thank you." Blythe ran towards the dark, gloomy, prison-esque section of the shop in the back, her father following close behind.

"What'cha thinking, Blythie?"

"I'm thinking...that the Cybermen probably have their base in here!" Once inside, Blythe started feeling around the room. "Now, think, dad. If I was a robot, where would I hide a secret..."

Blythe's hand brushed over a brick, which beeped and retracted in the wall. With hisses of steam and mechanial whirs, the walls rearranged themselves until a silver metal door with a light bar above it appeared.

"Entrance!"

"All right!" Roger swung his fist. "Good thinking, Blythe! I'm so proud of you."

Blythe blushed. "Heh...thanks, dad. Let's go inside."

They did, and inside they found what was most definitely the Cybermen's base. Pieces of machinery were abound and plentiful, and what could only be described as holding cells were all around the walls.

"Huh." Roger noted. "And just think, they were inside the Largest Ever Pet Shop this whole time!"

"Yeah..." Blythe gasped. "Scootaloo!" She ran towards the wall, where a glass window separated her from Scootaloo, sleeping peacefully on a bed of hay. "Well...at least she's comfortable." Looking around, Blythe saw Apple Bloom and Sweetie Belle in identical set-ups.

"Hey, Blythe!" Roger pointed. "Isn't that your math teacher who disappeared?"

Blythe turned around, and yes, it was. Her math teacher was on some sort of operating slab, pieces of machinery pointed at him in a most unsettling way.

"Hey, guys. Blythe." The hippie teacher nodded at his student. "I don't mean to be a buzz kill, but could you, like, get me out of here?"

"We'll try." Blythe went to what she presumed was the control panel. Taking a stab in the dark, she pushed a button, hoping it would free her teacher from his bonds.

"CONVERSION...ACTIVATED." A voice like an amplified Cyberman's echoed around.

"Conversion!?" Roger started to panic. Not a good time to lose his head, of all times. "Well, what does that mean!?"

The pieces of machinery sprung to life, reaching into dark crevasses and secret panels to pull out what seemed to be a Cybermen's armor, with leggings, gauntlets and their helmet split into two sides.

The math teacher looked at the slowly forming outfit, which was encroaching on him, intending to dress him in it. "I don't mean to be rude, but, could you, like...HELP!"

"Ah...da...ah!" Blythe stammered, not knowing what to do.

"What do we do, Blythe!?"

"I don't know! Just...break something!"

"I'm on it!" Roger went up to the control panel, gently shoving his daughter out of the way, and examined it, trying to best calculate his attack.
"Huuua...wah!" With an (over dramatic) shout, Roger raises his leg and kicked the control panel, causing it to buzz, crackle and spark in protest as its wires were kicked out of their appropriate places.

All the machinery stopped whirring and moving, and the restrains on the math teacher came off. Dropping off the slab, the teacher breathed a sigh of relief.

"Whew! Thanks. I owe you big time, dude."

"No problem." Roger said, putting a hand on the teacher's shoulder. "Anything for one of Blythe's school instructors."

Blythe chuckled nervously. "Heheh...Dad, you're embarrassing me."

"Halt!"

The three of them were alarmed to see another troupe of Cybermen, marching their imperial march straight towards them.

"Stay where you are. You will be assimilated. We will remove your emotions and allow you to think logically. Do not resist."

"Get outside!" Blythe shouted. "We'll have a better chance of fighting them there!"

The three of them ran for it, running out of the secret area and heading straight outside into the parking lot, where they were all surprised to see more Autobots.

"Uh, before you ask, Blythe..." Smokescreen answered pre-emptively. "Yes, these ones ARE friends of mine."

The Biskits' twins ran screaming out of the shop, the Cybermens' march right behind them.

"More of these guys?" Ultra Magnus raised an eyebrow.

"Allow me, sir." Kup offered. He aimed his bazooka at them, taking them all out with one explosive shot like an master huntsman shooting ducks in a barrel...except for the explosive part.

"Hopefully, that's the last of them." Blythe said, hiding behind Magnus' leg. "Come on." She gestured at her father and the teacher. "We've got to get those fillies out of those cells."

Making their way back into the Cybermens' secret hideout, they picked up some things from the shop and used them to break the glass. The sound of the shattering windows woke up them all up.

"What happened?" Scootaloo wondered out loud.

"We got captured by those...Cyber-thingies and fell asleep in here." Sweetie Belle answered, being helped by Roger out of her cell window. Once she was out, she looked at the end of the hallway. "Hey, what's that over there? Looks Cybertronian..."

While Blythe struggled to figure out how to open the rest of the holding cells and free the prisoners inside, who were no doubt going to be converted into Cybermen, Sweetie Belle went to the end of the hallway and dragged out the two items she found. Blythe lucked her way into the finding just the right button for release just as Sweetie Belle got outside the Pet Shop and presented her findings to Ultra Magnus and Smokescreen.

"What do you have there, Sweetie Belle?"

"I don't know!"

"Here, let me see..." Ultra Magnus knelt down and took the items. The first was a Cybertronian audio log, which looked like a cassette with glowing runic lines. The second was a bizarre badge that seemed modeled after the Autobot insignia, but it was black, and the face wore a visor and had a faceplate. In addition to that, when Ultra Magnus turned it upside right, he felt like he actually turned it upside down, and its upside down WAS its upside right.

Ultra Magnus held the audio log up curiously. "Optimus will probably want to see this..."

"So, you're aliens?" The math teacher questioned, derailing Magnus' train of thought.

"Yes, we are."

"How long have you been on Earth?"

"Oh, we've actually been here awhile. It's that your local news apparently stinks at reporting what's going on a more world-wide scale."

"Huh." Roger exhaled. "And to think, they were aliens here this whole time! And we didn't hear a word of it..."

"Yeah...so, anyways..."

Hours later, at Omega-One...

Much, much later in the evening, after Blythe and her friends had been brought to visit Team Prime at their base (which involved Blythe fainting at the sight of Optimus) Optimus carried the audio log Sweetie Belle had retrieved.

He placed it on the terminal and activated it. A recorded voice began playing out, informing him of what had been said during the time the log was active...

"Remember, Cybermen. I choose you for this because you were the best in your home solar system. Do not fail me, especially not now, after I've come so close. Do what you will, do what you like. Convert the population of Downtown City, for all I care. Go out and have a drink. But whatever you do...make sure Optimus Prime has his attention elsewhere!"

Optimus put his hand to his mouth and 'hmm'ed at the log's mysterious contents, which...did not bode well.

Particularly considering he had an encounter with Daleks today while on Equestria with Princess Celestia.

And in the dark, as the ponies of Equestria all laid in bed under a starry night sky, content and at peace in the knowledge they had Celestia, Luna, and Cadence watching over them and their families...

The mysterious, upside-down modified Autobot logo on the badge that had been found...

Pulsated in purple lighting across Apple Bloom's, Scootaloo's, and Sweetie Belle's chests.

Author's Note

When I wrote this, I thought it was cute. Now it's just ridiculous, and a show of what happens when a an immature teenage writer is allowed to run rampant out of control with no proofreader or editor to stop him.

Thankfully, I've matured since then, and am now an immature adult writer. With a proofreader.

Originally, the title had a little more meaning, as Smokescreen would've stubbornly refused to call Optimus Prime for back-up, even though he was clearly out-matched, thus making the mission go...'up in smoke'. Also it would've been Sweetie Belle's idea to call Miko using Blythe's phone with the explicit goal of calling Ultra Magnus to loophole around Smokescreen's insistence on not calling Optimus.

At the time this was written, Ultra Magnus had been confirmed for the show, but the episodes had yet to air, so this was also a way of letting people know Ultra Magnus would remain as he was in my stories. Because come on, for an Ultra Magnus interpretation that's a Wrecker and proud of it to suddenly turn into his IDW counterpart would be extremely jarring.

Foundation

In Canterlot, a white unicorn with a two-tone blue mane and Cutie Mark of a shield emblazoned with stars moved swiftly through the halls. Shining Armor, Captain of the Royal Guard and more recently, the husband of Princess Cadence, Celestia's niece.

He looked slightly reserved about something as he passed through the alleyways, headed for a very particular tower. Making his way up the staircase, he entered the tower at the top, where his sister, Twilight Sparkle, was sitting around with all of her friends, including Celestia.

"Shining!" Twilight exclaimed, not expecting her brother to drop by. "What are you doing here!?"

"I'm here to find out the real reason you don't want to hang out with me and Cadence!"

Twilight and Celestia exchanged glances.

"Shining, what are you talking about?"

"You know what I'm talking about! Cadence said when she asked you to come spend some time together, you said you couldn't because you had 'something important' to talk about with 'Optimus Prime'! Who's supposed to be coming to Equestria through a Space Bridge? Twily, I know you can come up with better fake excuses then that!"

Behind Shining, a Space Bridge opened, and Optimus tromped out of it.

"Well?" Shining demanded of Twilight.

Twilight stifled a laugh.

"What's so funny?"

"B-hahahaha-behind you, Shining!"

Shining turned around and jaw-dropped at the sight of Optimus Prime.

"Hello." The stoic Prime greeted, totally not offended that the pony beneath his feet that he could so easily stomp was just seconds ago questing his very existence.

Shining's jaw refused to close back up at first. He shook his head to clap it shut, but it still hung loose. Then he used his hoof to force it close manually. He then ran out of the tower, crying for his men.

"Guards! Guards! DECEPTICON IN THE TOWER!"

"Shining!" Twilight shouted, trying to get her brother before he ran out of the tower, but she was unable to reach him before he left the doors. "Optimus isn't a..."

Twilight facehooved.

FRIENDSHIP IS MAGIC: PRIME: BONUS STORY

THE REIGN OF STARSCREAM

Chapter 1

Foundation

Episode Synopsis: Shining Armor has a bad day. 'Nuff said.

Shining and a pair of Canterlot Guards sat on their haunches in front of Twilight, a huge pile of soap bubbles behind them.

"So, you all understand what the difference is between an Autobot and a Decepticon now, right?" Twilight questioned.

"Right." The Guards chorused. They looked upwards at the soap bubble mountain. "We're sorry, Optimus..."

A pair of blue eyes with ridges like fanblades opened at the top of the pile. A mouth opened just beneath them, letting out a huge soap bubble that floated upwards into the air. Optimus tilted his head to watch it, intrigued by the soap's properties.

"I have suffered worse treatment for less understandable reasons, Shining Armor." Optimus said, which Shining wasn't familiar enough with the way Optimus talked to realize that was the Autobot's way of comforting him.

"Here..." Celestia said, flying into view. "Come with me, Optimus. I'll help get that soap off you."

The mountain of soap bubbles followed Celestia as she turned to leave.

"So, Twily..." Shining asked. "What was that issue you were going to talk about with Optimus?"

"I don't know." Twilight answered. "He just sent me a letter saying that he needed to talk to me and my friends."

Shining nodded. "Uh-huh. A letter...wait, how is he sending you letters when he's all the way on Earth most of the time?"

Twilight raised her hoof to answer, but it landed on her chin instead.

"I don't know...how is he sending me letters from there?"

Shining and his wife, Cadence, a pegasus-unicorn with a pink coat and multicolored mane and raining-rainbow Cutie Mark, walked into the tower to join up with Twilight's friends, Celestia and Optimus, wanting to know what was Optimus was so upset about.

"Before we begin, I would like to ask how Twilight Sparkle was able to remove the Dark Matter from her bodily systems." Optimus said.

Shining and Cadence raised eyebrows at Twilight, who looked perfectly normal, and was smiling nervously at Optimus' question.

"Umm, Optimus? I didn't, and...can we please not mention that in front of my brother!?"

Shining leaned forward, curious as to what it was that Twilight and Optimus knew that she desperately wanted to keep from him.

Optimus noticed her discomfort. "My apologies. The matters of which I've asked you here to discuss are two-fold, the first of which involves the Relics of the Iacon Vaults."

Shining and the two Princesses looked up, not knowing what that meant, but given how Twilight and her friends reacted, it was important.

"I have led my team on a salvage mission to Trypticon's comatose body and scavenged the Iacon Database from the onboard computers. My findings have led me to the conclusion that there are Iacon Aritfacts buried on Equestria."

Twilight's friends eyes all widened.

"I thought so..." Twilight said. "Starscream gave me a glyph to translate a copy of the Database I had, but I didn't want to believe it."

"The second issue is that of our home world of Cybertron. Long ago, when we all left on the Great Exodus, my brother, Ultra Magnus, leader of the Wreckers, was left behind on Cybertron with his team to attempt resurrection of the dead world."

"Wait," Rarity raised a hoof. "I though the Wreckers didn't respond to authority figures?"

"That is true, Rarity."

Thoughts rolled through the six of them. Well, except Pinkie Pie. Pinkie was too spacy to think much. But Rainbow Dash came to the conclusion Ultra Magnus must've been awesome for the Wreckers to take him as their leader.

Applejack, Fluttershy, Rarity, and Twilight, however, came to the conclusion Ultra Magnus was a very, very scary Autobot.

"I was hoping that with the aid of your pony magic, that we could accelerate Cybertron's rebuilding and ascertain my brother's condition."

Optimus crouched down and leaned forward.

"My little ponies, can I trust you with the task of unearthing the treasures of Iacon from your homeworld before they fall into the hands of those who would use them for their own purposes?"

"I think I speak for everypony when I say..." Twilight saluted. "You can count on us, Optimus!"

"Except for me!" Shining chimed in. "I don't know what an Iacon Artifact looks like."

Twilight held her hoof out, but paused, unable to think of a good description of the Iacon Artifacts between the Apex Armor and the Immobilizer to give Shining a broad enough idea of what they looked like.

"I will send out a message asking for volunteers to help with your Cybertron." Celestia said before leaving, presumably to do just that.

Optimus saluted. "I thank you all for your help." A Space Bridge opened behind him, and he turned to leave.

"Optimus, wait!" Twilight shouted. Too late to keep Prime's attention, however, as the Bridge closed.

"...I was going to ask how he sent me letters." Twilight stammered.

Shining tapped Twilight's Cutie Mark for her attention. "Twily? Optimus said something about dark matter in your body? What was that about?"

Twilight turned away. "I said I didn't want to talk about it..."

"Twily, I'm your brother! You can tell me anything."

Twilight signed and shook her head. "You are my brother, Shining, but..." She started walking towards the door. "You weren't there."

Shining frowned as his sister left. "I wasn't where?"

"On Earth, silly filly!" Pinkie told him as she and the rest of the girls got up to leave.

"We went through quite the hard time whilst there." Rarity informed him as she passed.

Cadence put a hoof on Shining's back. "I'm sure she has a good reason for not telling you."

Shining 'hmm'ed. Cadence nuzzled him to comfort him.

Twilight held up her glyph and her scroll, levitating them in front of her while her friends walked behind her. "If my calculations are correct, the first set of coordinates is in the mines the Changeling Queen hid Cadence in."

"Mines?" Fluttershy whimpered. "Oh, I don't like mines...they're awfully dark and...dark."

Dash rolled her eyes. "Come on! Let's get in there and dig that relic out!"

They got into the mines easily enough. Pinkie put down some rocks so they could find their way back.

"According the coordinates, the relic should be right...here." Twilight said, stopping in front of some pink crystals.

"Let's get digging, then." Rarity said.

Awkward silence ensued.

"...Really?" Rarity asked. "We were going into the mines and nopony thought to pack some mining equipment?"

Twilight looked to Fluttershy. "Fluttershy, are you willing to let dismiss the spell on you so you can help me dig?"

Fluttershy nodded.

"All right." Twilight's horn glowed, flashing light. When the flashed cleared, Twilight's Unicronian wings and other Dark Energon-related spikes, as well Fluttershy's Insecticon bits, were visible.

Fluttershy shrieked, transformed and ran into the crystal cluster, mercilessly tearing into it with her mandibles while Twilight used her wings like jackhammers.

Everypony figured they had found the relic when all their noses began wrinkling in reaction to something.

Peeking their heads inside the new hole they made, Twilight and Fluttershy saw a stack of tiny cubes that kept changing position relative to each other with a transformation noise, the scent so overpowering it had fume lines coming off.

"W-what is it?" Fluttershy whimpered. "My sensors are going crazy near it!"

"I'm sure Optimus will know."

"Hey, Twilight!"

Twilight turned around at Rainbow Dash's calling of her name. The rest of their friends seemed wobbly and delirious.

"Has anypony ever told that pink stripe in your hair looks awesome?" Dash asked.

"What?"

"Oh woooww..." Pinkie gasped. "Look at aaaaalll the pretty crystals!"

Twilight looked between her friends, disturbed. "Fluttershy, I think the relic is affecting everypony except me and you! Think you can carry it out of here?"

"Yes, but, um...Twilight..." Fluttershy pointed her hoof/clamp.

"Wha-" Twilight saw what Fluttershy was pointing at.

There, not too far from them, over at the entrance to the mines, were Shining Armor and Cadence, each with mortified expressions on their faces.

"Twiley...what happened!?"

Out in the blackness of space, a Cybertronian escape pod drifted, quite possibly to never stop, leaving the one inside it forever trapped.

Thankfully, it was not so, as a streaking fireball of grey and purple came blazing through the space it was in and brushed against, throwing just a tiny enough little bit to the side that a passing ship picked up the signal.

The pod followed it's programing and jetted itself closer to the ship. Once latched on, a hatch opened on the ship and lowered the pod in.

The pod was pried open by the crewmates, revealing a round, small Autobot with a black paint job, silver face, and two red stripes running down his head. He looked built for stealth with his average proportions.

"Uhh..." He groaned, shaking awake. "W-where am I?"

"State your name." One crew member said with an incredibly forceful voice. It felt like the very drum of it was banging on the Autobot's Spark.

"Smokescreen..." He managed to choke out, having felt the voice on his Spark.

"His name's not on the list...but he is an Autobot." one of the other crew mates said.

"We'll cut you a deal, Smokescreen..." another crew member said. "You don't mess with anything on the ship. We'll let you off without hurting you on our next stop."

"Sounds good." Smokescreen said, taking a cautious first step out of the pod. "Where we heading?"

"A little-explored planet called...Equestria."

"All right, my little ponies!" Cheerilee announced to her class. "School's out for the day!"

All the excitable foals all threw their hooves in the air and cheered.

"But don't forget, I'm expecting your reports by Wednesday!"

The class groaned at the reminder. Everpony packed up their backpacks and left. Apple Bloom was going to go home without engaging in any Cutie Mark Crusaders nonsense today...at least not yet.

But on her way home, Apple Bloom found herself waylaid.

"Apple Bloom! Apple Bloom!"

Cheerilee wanted something from her, clearly.

"Howdy, Miss Cheerilee! Eh, Ah don't mean to be rude, but wut is it y'all want from me outside of class?"

"Oh, nothing!" Cheerilee said airily. "Actually, I wanted to see your brother."

"Big Macintosh? Well, shewt, why didn't ya just say so!?"

Apple Bloom paused, a dent in her friendliness.

"This, uh, this doesn't have sumthun' to do wit that love poison we used on you and 'im, does it?"

"Yes it does, but it doesn't concern you." Cheerilee told her curtly.

"All right then! Come on!" Apple Bloom began hopping. Cheerilee had a very reluctant expression on her face, but she followed.

Remember that gray and purple meteor? That one earlier that hit Smokescreen's pod? Yeah, remember that. That's important.

Cruising through the skies like she owned them, a elegant creature with an eagle's head, chest and wings, but with an lion's rear soared. This was an Equestria gryphon. In particular, this was Gilda, a former friend of Rainbow Dash's who had left Ponyville some time ago after the town- and Rainbow Dash- proved to cramp her style.

Beneath her, unbeknownst to Gilda, was an arrogant blue, silver-haired unicorn by the name of Trixie traveling in a repaired wagon, having suffered a similar fate at Ponyville.

And their paths were about to cross for what simultaneously both the likeliest and unlikeliest of reasons.

The gray and purple descended down from the heavens, just narrowly missing Gilda and crashing by Trixie's wagon, sending it flying.

Once the wagon quit tumbling, Trixie made her way out and demanded to know who was responsible.

"The Great and Powerful Trixie demands to know who is responsible for -" Trixie lost her bravado at the sight of who was responsible.

Just in front of her in a smoking crater befitting a meteor was a grey vehicle of some type she had never seen before, along with evil-looking purple crystal tethered to the machine. The vehicle began shifting into a form Trixie also didn't recognize- but she could it was wearing scars on it's face and had menacing purple eyes.

"You there!" The creature said, pointing its long claw at her. "Is this the pony home world of Equestria?"

"Um, um, I think so?" Trixie stuttered.

"Excellent..." The creature hissed. "Trusting me may not have been the first mistake you've made in your life, Twilight Sparkle, but I assure you, letting me live WILL BE YOUR LAST! AHHAHAHAHAHA! For now...NOW that I have achieved symbiosis after being stuck to that blasted cluster for so long!" Starscream's eyes and insignia glowed purple with power.

"Hey!" Gilda shouted, descend and not happy that she almost been burnt to a crisp. "What's your deal, pal? Don't you know I own these skies?"

Starscream turned around and looked at her weirdly. "As a matter of fact, I did not."

"Well, you're gonna learn!" Gilda growled. She lunged forward and scratched Starscream's face, to no avail.

Starscream was amused. "Ahahahaha! You're a spunky little organic, aren't you? I like that... " Starscream put his claws together. "I don't suppose you'd be interested in working together with me?"

Gilda raised an eyebrow. "Working together? With some...thing I just met?"

Starscream shrugged. "What...can I say? I am rather...down on my luck."

"Wait!" Trixie said. "You said something about Twilight Sparkle?"

Starscream turned to face her, interested. "Why yes, yes I did...you know her?"

"Oh yes! That Twilight Sparkle vanquished an Ursa Minor when Trixie couldn't! Trixie would love the chance to give that- that- that unicorn what's coming to her! NO PONY upstages Trixie!"

Starscream tapped his chin against his claw. "I will make you an offer, Trixie...help me with my schemes, and when the time is right, I will deliver Twilight Sparkle to you to do with as you wish."

Trixie's eyes gleamed at the prospect of putting ponies in their place. "Yes! Trixie will help you-"

"Starscream. Lord Starscream."

Gilda 'ooh'ed. "A Lord, are ya?"

Starscream glared at her with a twinkle in his optic. "As happens, yes I am! My offer to you still stands."

Gilda scoffed, crossing her arms. "Pfft! Forget it! No way I'm helping a dweeb like you."

Starscream's optics flickered, trying to think of a way to persuade Gilda. "Oh come now! Surely there must be someone...somepony who has wronged you? Who you would just love the chance to get back at?"

Gilda seemed interested. "...It would be nice to pull a prank on Rainbow Dash."

Starscream smirked lecherously. "Oooh, another familiar name! Rest assured, Gilda. Help a poor little mech like me complete his lofty ambitions, and I will help you with any prank you ask of me! What do you say? Do we have a deal?"

Starscream criss-crossed his arms, bending down awkwardly to offer a claw each to Trixie and Gilda, who grabbed one finger and tugged on it.

"Excellent!" Starscream said, raising up. "Now for our first order of business..."

"Finding...a graveyard!"

"How could you not tell me about this, Twilight!?"

"You were getting married! Finding out I was an undead horror was the last thing you needed to deal with!"

"And Fluttershy...what's wrong with her!?"

"Nothing's wrong." Fluttershy said. "I was destined to be a member of the hive."

Everypony was made uncomfortable by the peacefulness in Fluttershy's tone.

"Well, Shining Armor..." Rarity put herself into the conversation, she and the others having recovered from the relic's effects. "I'll have you know that Twilight's spell is obscuring scars all over my body, and the fact that my horn is broken."

"Your horn is broken!?" Shining yelled. "Rarity, I'm so sorry..."

"I can fix it!" Cadence said. "Here, just let me-"

Rarity backed away.

"Let you heal my scars? And disgrace the memories they represent? I think not! But...Twilight was quite justified in not telling you, Shining. My own sister, Sweetie Belle, doesn't know about these scars. " Rarity took in a deep breath. "...and I pray she never has to."

"Now do you see why I didn't want to tell you?" Twilight gestured to Rarity, who was helping make her case.

"We'll leave you alone to talk things out." Rarity said, taking the lead as she, Applejack, Dash, Pinkie and Fluttershy all left.

Cadence and Shining and Twilight all looked at each other.

"You know...maybe if you..." Twilight reached into her leg and plucked some of the Dark Energon in her out. "Try it, you might-"

Plodding metal footsteps cut Twilight's sentence short. The gathered unicorns looked up to see Optimus Prime approached.

"Twilight Sparkle, I hope you are not attempting to offer Dark Energon to your brother in the hopes of distracting from his grief of your unwillingness to discuss your condition."

"N-no!" Twilight stuttered, popping the D.E back in herself. "Not at all!"

Cadence raised her neck upwards. "How- how did you know? First Twilight takes some of her Dark Energon and tries to give it to Shining, and then you're here! It's almost like magic!"

"I'm old, Cadence." Optimus said mysteriously before turning around and leaving as well-timed as he had appeared.

"Well, I guess I can...get over it." Shining said. "But I want to know...after Fluttershy and Rarity, do any of your other friends have the spell on them?"

"Yeah. Pinkie Pie's got a bunch of burns from an explosion." Twilight shudder suddenly and violently.

"Twilight? What's wrong?"

Twilight's horn flashed. In response, a bunch of purple and yellow robo-bugs began appearing in their own flashes of light and began resting on her body. Twilight took in a deep breath and moaned.

"Oh. Yeah. Sorry." Twilight said at Cadence and Shining's confused expressions. "There are Tracers. They're little machines I brought to life using- well, my blood."

"Your blood?"

"Dark Energon corrupts the veins of whoever uses it. It's also a drug. It induces a need for symbiosis in the pony that's ingested it. That's why I keep these little guys around..." She held one Tracer up and nuzzled. "I can't stop the urge, but I can treat a little at a time." She shook the Tracer off her hoof. The bugs took this as their cue to bail, teleporting out of there.

"So, think you can help with the Iacon Relics?"

Shining nodded eagerly. "Yeah, sure! Just point me to them!"

"Okay!" Twilight re-cast the illusion spell, making herself appear normal, and pulled out scroll and glyph. "The next relic is...buried somewhere around the Ponyville Train Station!"

Back with Starscream's slowly but surely forming gang, Starscream, Trixie and Gilda were ambling about the desert, trying to find something to get them pointed on the right track for their journey.

Starscream's foot hit something, causing a clang and him to trip. "Gaargh! Accursed-what?" Starscream's tune changed when eh rolled over to to see what it was.

"An Iacon Artifact? On Equestria?" Starscream questioned out loud, picking the slightly-sticking out urn out of the ground.

"What's an Iacon Artifact?"

"Sounds boring, dude."

"It is not boring!" Starscream retorted, trying to work the urn open. "Years ago, the Halls of Iacon had their entire contents ejected into space to keep them from Decepticon...hands. Got it!" Starscream popped the lid off and pulled out whatever was in. A Cybertronian-sized vial filled with spiky, red pollen.

"Is this-?" Starscream questioned in wonderment, tossing the now-useless urn aside. "It is!"

"Is what?"

"This, my dear Trixie, is an experimental bio-weapon! If we could ascertain to as to Twilight Sparkle's and Rainbow Dash's whereabouts, unleashing THIS on them would be a most delightful revenge indeed!"

A wolf-whistle coming from somewhere up ahead cut short Starscream's glee. "Oh, what now?"

"I say, I do say, little missus!" A suave charismatic voice said. A weird machine with old-timey wheels, tankards and lights on it with a grill in front pulled up in front of the trio. Two pale yellow unicorns with slender legs and shiny red manes jumped off the machine.

"Who in the Pit are you two!?"

The two of them bowed and tilted their hats at each other.

"He's Flim!"

"He's Flam!"

"We're the world famous Flim Flam Broooothers!"

"And I must say, my good madame, this a delightfully designed device you have here!" Flim said, drawing too close to Trixie for comfort. "How much would I have to pay for you to sell it to me and my brother here?"

Trixie stammered, unable to respond. Starscream came to her aid.

"For your information, Flim, I am not Trixie's to sell!"

"No? Well that's too bad."

"I suppose we'll just be on our way then." Flam said, climbing back onto their machine.

Starscream pondered something. "Wait, you two! I am Lord Starscream, and I am need of all the assistance I can get my claws on. Would you be interested?"

"Ehh...perhaps. What would be in it for us, Lord Starscream?"

"Well...I am planning on quite some feats..." Starscream snapped his fingers, which made a metallic ringing sound. "Trixie and Gilda are looking for revenge against some ponies. What would you like?"

"Some petty bits would look good on the menu!"

"Excellent. Petty bits it is...what's a bit?"

"Equestria currency! My good sir, didn't you ever go to school?"

"Not on Equestria..." Starscream muttered. "But what do you say?"

"I say, you have yourself a deal, Lord Starscream! So tell me, what's our first order of business?"

"Well, it was finding a graveyard, but..." Starscream held the vial up in his claws.

"There's been a change of plans."

The train from Canterlot to Ponyville came on time. Shining and Twilight (having recast the illusion spell on herself) got off, flashed their scroll saying they had written permission to dig the ground up, and did they just that, using their horns as drills to find the Iacon Artifact.

Twilight occasionally cast a small explosion spell to speed things up.

Shining's horn's sparked against something the way clashing metal did. "I think I've found it!"

A white, metal hoof flailed it's way out of the ground, eventually revealing a just-slightly-bigger then pony mechanical rhino with one red optic and blue and purple stripes.

"What is it?"

The rhino scraped a hoof and trumpeted at Shining.

"I'd say it's mad!"

The rhino charged at Shining. The two white animals locked horns, but it was clear Shining was having trouble matching something his size made out of metal. They grunted and trumpeted as they tried to best the other.

"Nnnnnruurrn!"

"PHRA-FT!"

The rhino removed itself, then swung it's horn into Shining's from the side, knocking Shining to his side.

"Oh!" Shining growled, standing up. "If you want to play like that..." Shining cast a small force-field spell around himself and charged.

Even the force-field acting as shield, the rhino was too tough- and too canny- for Shining to get any good hits on it.

"Shining, wait!" Twilight yelled. "I think if we-"

"No time, Twilight! We have to put this thing down!"

The rhino trumpeted once more and gored Shining and his shield away.

Shining scraped hoof, preparing to charge again. He bolted forward at full gallop, but had to screech to a halt to keep from hitting Twilight when she was suddenly in front of the rhino-
Scratching it's chin with her hoof and talking baby to it no less!

"Hi there, sweetie. You're not bad, are you? Nah, you're just a little saddle sore since Shining nicked your leg."

A close look confirmed there was a scratch on the rhino's leg that must have come from Shining's horn when he struck it against the semi-living relic.

Shining made a displeased noise at having been usurped by his sister so.

In the tower, Fluttershy had her spell off. Unlike Rarity's scars of Pinkie's burns, whether the spell was on or not actually affected her functionality; She couldn't use her claws or beetle-mode when it was on.

Meanwhile, Optimus was examining the relic they found in the mines, which had since been into a container.

"You were wise to put this in an container, Fluttershy. Ore-13 is one of the most powerful and dangerous substances known to Cybertronians."

"What's Ore-13?"

"More colloquially known as Ultra-Energon, Ore-13 is Energon that was seeded in an energy-rich enviroment that absorbed that energy. It can be used as a fuel of utmost power, but it is also incredible volatile." Optimus put the canned Ultra-Energon in his elbow. "The Autobot cause is indebted to your contribution, Fluttershy."

"Oh. It's nothing, really!"

Twilight and Shining entered the room with the rhino in tow. "We have another one, Optimus!"

Optimus examined the rhino. "A Mini-Con Armament...These are semi-sentient weapons meant for use in the Autobot-Decepticon war. To be built for the sole purpose of war...a most unenviable fate. It is good you have recovered it before it could cause harm to innocents. The Autobot cause is indebted to your contribution, Twilight Sparkle and Shining Armor."

Optimus took the rhino- which he addressed as 'Zamu', oddly and left through the Space Bridge with it and the Ore.

"I could use a break after all this digging." Shining said to his sister. "Maybe I could come visit you and your friends in Ponyville?"

Twilight's eyes sparkled. "That'd be wonderful, Shining! I'll go get a guest bedroom ready right away!"

In Ponyville...

Dash was loafing about the clouds, not really doing much since everypony else seemed to have that whole 'Artifacts on Equestria' thing covered.

"Hey, Rainbow Dash!"

Dash rolled over and groaned. She knew that voice. Ditzy Doo. Resident mailpony and a walking klutz who cause a black hole to spontaneously form just by trying to bake a cake. That sounds like an over-exaggeration, but she once caused an earthquake by sitting.

"What do you want, Ditzy?"

"Package for you!"

"Oh!" Dash rolled over, her ego happy as always to get stuff. "What is it?"

"Chocolates from a secret admirer!" Ditzy hoofed over a package.

"Ehh...I've never been one for romance." Despite her reluctance, Dash took the package.

"You're not the only one. I have the exact same package for Twilight Sparkle!" Ditzy flew off, leaving Dash to ponder and mutter about the possibility she and Twilight would soon be going on a double date with these mystery stallions...

"SPIKE!" Twilight shouted. "I told you the guest room has to look perfect!"

"What's the big deal, Twilight?" Spike asked, cleaning up the library guest room- frankly against his will. "It's not like Shining's moving in with you!"

"So!? This is his first time visiting Ponyville, and everything has to be absolutely perfect!"

"You do know that 'visiting' doesn't mean he's going to be staying the night, right?"

"Just clean!" Twilight snapped.

Somepony knocked on the library door. Spike was eager at the excuse to quit cleaning, but Twilight saw rigth through him and answered the door herself.

"Hi, Ditzy! More packages for me?"

"Eeeyup!" Ditzy gave Twilight a package just like the one she gave Rainbow Dash and left.

"From your secret admirer...oooh, did you hear that, Spike!" Twilight hugged the package to her chest. "I have a secret admirer!"

"Yeah...that's wonderful..." Spike muttered, still bitter about the cleaning.

Twilight uncovered the box and popped one of the chocolates into her mouth. "Hmm...a little funny, but I guess it was his first time baking."

Apple Bloom brought Cheerilee to the apple fields proper, where as usual, Big Macintosh could be found, toiling the day away.

"There he is!"

"Big Macintosh!" without waiting for Apple Bloom's 'okay', Cheerilee went ahead to greet the crimson stallion.

Big Macintosh's recognition of her presence was little more then a tilt of the head.

"Um, Big Mac? Do you remember when the fillies all used a love poison on us?"

"Eeeyup." Macintosh answered stonily.

"Well, that got me thinking..." Cheerilee put her hoof on Big Macintosh's chin. "Maybe we could start a real relationship?"

Apple Bloom was shocked.

Big Macintosh's reaction was as expected.

"Eeeenope."

If Apple Bloom hadn't been expecting Cheerilee's feelings, Cheerilee wasn't expecting Big Macintosh's reaction.

"What do you mean 'no'!?"

"Wuddnit be right." Big Macintosh said, as if that was that.

Shining stood just outside the train to Ponyville, ready to board, but somepony held him up.

"Shining Armor!"

Shining turned to see Princess Luna approaching.

"Princess Luna! What are you here for?"

"We wish to talk to thoust regarding thy's performance today, as according to this report." Luna tossed Shining a piece of paper. It was a report of how he and Twilight had acquired the Zamu Mini-Con.

"Thoust...doth not come across verily here-eth, Shining." Shining had no idea what Luna was saying.

"What?"

"Thou art Captain of the Guard, yet it was Twilight Sparkle, thyne's sister, who appropriated the relic from it's resting place! It reflects ill of thou."

Shining shook his head. "Um, no offense, Princess, but I was supposed to get to Ponyville soon on the train?"

"Of course." Luna took the paper back. "Our apologies."

Shining Armor boarded the train just before it left, but through the entire ride, all he had to think about was what Luna had said...

Shining dismissed the thoughts and proceeded onto the Ponyville library. He knocked eagerly on the door, expecting Twilight to be ecstatic to see him.

But when she opened the door, she seemed anything but pleased to see him.

"Oh...it's you."

"Yeah, it's me! I was supposed to be visiting Ponyville today, remember?"

"Regretfully."

"Twiley, are you okay?...You don't sound like...you."

"Of course I'm not okay!" Twilight snapped. "Spike keeps griping about how I make clean up- which is juuussst soooo hard to do- I have to write a report for the Princess, and spend the day with a pony-"

Twilight pointed at him.

"Who doesn't know when to quit ramming rhinos that are clearly getting the best of him!"

Twilight slammed the door in his face.

Shining stood there, dumbfounded. "There is no way that just happened."

Shining knocked on the door furiously. Twilight opened it.

"Aer you still here? Seriously? Take a hint, Shining: I don't want you here!"

Twilight slammed the door, quite forcefully this time.

On the inside of the treehouse, Spike was concerned. "Twilight, I think Shining's right. You're not acting yourself!"

"Shouldn't you be cleaning!?" Twilight snapped at him. Spike threw his claws up in surrender. He could've sworn the library's lightning had suddenly darkened along with Twilight's attitude.

Outside, Shining was still in disbelief. His utter shock made him unable to do anything other then just get up and walk away until he hit something.

That something turned out to be Applejack, carrying saddlebags. "Oof! Well, howdy Shining! Wut brings y'all 'round to the market?"

Shining looked around. Had he really walked so far he was at Ponyville's market? ...Maybe the market wasn't that far from the library.

"Twilight said she didn't want me around the library..." Shining muttered.

"Wut!? Oh, well not that's just not right. Here, why don't y'all go hang out wit Big Macintosh and Apple Bloom while Ah see if Ah can git to the bottom of wut's goin' on here?"

Applejack pointed Shining to the direction of the farm, and after doing so, went to the library and knocked.

Twilight barely opened the door for Applejack to peek in. "Hello, Applejack...what do you want?"

"Ah want to know wut's crawled up yer tailpipe so bad ya don't wanna see your brother!"

"That's none of your business, Applejack."

Applejack was fed up and used her strength to push the door open and make her way inside.

"Now y'all listen here, Twilight, y'all just totally cut out yer brother! When y'all start neglecting family, then it is mah business!" Applejack grabbed Twilight by the neckling and started shaking her. "Now wut's wrong!?"

"Don't- touch me!" Twilight pushed Applejack off.

Applejack growled and rushed Twilight. The entire thing devolved into a old-fasioned fight cloud from old cartoons.

"Hey guys!" Spike greeted, climbing back down the stairs. "I finished cleaning, so what's-"

Spike screamed at what he saw.

Big Macintosh continued bucking trees and working, seemingly deaf to Cheerilee's pleas of why they couldn't have a relationship.

"Hey!"

The three of them looked to see Shining Armor approaching.

"Howdy, Shining!" Apple Bloom greeted happily. "Wut brings y'all here?"

"Oh, um...Twilight didn't want to see me and Applejack told me to hang out with you while she straightened things out."

"Oooh! How's that goin'?"

"I don't know." Shining took particular note of Cheerilee. "Hey, you seem familiar! Have we met before?"

"Ehhh...not that I remember!" Cheerilee seemed really uncomfortable around Shining.

Shining tried to make some small talk, but with Apple Bloom being a child, Big Macintosh being the silent type, and Cheerilee more concerned with Macintosh then him, it was a bit of a challenge to get any conversation going.

Suddenly, Big Macintosh's head rose up like a eagle stretching into dawn. He grunted and began walking towards town.

"Big Macintosh? Where are y'all gettin' off to?"

"It's been too long since any word from Applejack." Big Macintosh explained, saying the first words he had all day that didn't start with an 'eee'.

The other three ponies looked at each other, then followed Big Macintosh. When Big Macintosh stopped abruptly, they all smacked into his tail in a neat orderly line like a pre-orchestrated train crash.

"Shining." Big Macintosh said. "I don't know wut Twilight said to ya, but's it best if y'all forget it."

"What makes you say that?"

Big Macintosh pointed a hoof to the left.

To the left, the library was visible...covered in police tape with unicorns in has-mat suits all around it. One was sweeping over Spike with his horn while another asked questions.

"Okay, now that you've calmed down, can you walk me through what happened?"

"I was cleaning up the guest room, and then when I went downstairs- they were like this!"

Over some distance aside on a wheeled wooden platform, Applejack and Twilight were muzzled and in chains, an unnatural red glow over their coats. They kept glaring bitter, venomous, hate-filled glares at any and everpony- any and everything in sight.

Cadence was called over right away, while Apple Bloom was left with Granny Smith. Big Macintosh seemed suddenly much more interested in Cheerilee's advances while alone...

Shining, Spike, and Cadence, given on-loan has-mat suits of their own, all had their noses pressed up against the glass wall allowing them to view into the containment room Twilight and Applejack had been put in.

"What...happened to them?" Shining asked.

"That's what we're trying to figure out." One of the has-mat team members answered. "Spike, were they in contact with any strange materials prior to the red glow appearing?"

"No...I mean, Twilight did get some chocolates from a secret admirer, but...oh no! You don't think that could be it, do you?"

"It's too soon to rule it out as a possibility. Team, get back there and find those chocolates, and if necessary, burn them."

The has-mat ponies nodded and rolled out.

Shining turned away from the glass and headed for the door.

"Shining?" Cadence asked. "Where are you going?"

Shining signed. "My sister tells my she's an undead, I end up fighting a rhino robot that I didn't need to actually fight, my sister yells at me, but then turns she's infected with Celestia-knows-what, and there's nothing I can do about it! I'm going to get a drink."

Shining left, heedless of Cadence's concerned gaze.

Cadence turned attention back to the room. Against common sense, she opened the door and entered it to get a closer look at the problem.

"What has gotten into you?" She questioned, drawing up to Twilight. Too close, as Twilight was able to buck her head and cut Cadence's suit open with her horn, allowing contact.

The instance Twilight's horn touched her skin, the red glow began washing over Cadence. As a result, she growled at Twilight with her teeth bared.

But the strangest thing by far was when the red glow reached Cadence's Cutie Mark, it began glowing white in response.

Cadence's spouted gibberish as her horn began acting of it's accord, sending out a plasma ball-style bolts of electricity all around the room.

When the power surge had passed, Cadence's coat was as pink as ever, but her head hurt. She rubbed her horn sorely. "Uggh...huh?"

Looking in front of her, Cadence could see that not only was the red glow gone from her- it was also gone from Twilight and Applejack as well! Whatever the problem was, her love magic must've fixed it.

Twilight bucked her chains and muzzle off, the metals proving no match for a distraught loved one. "WHERE'S SHINING!?"

Twilight burst out the door, nearly trampling Cadence on the way.

"I NEED TO APOLOGIZE TO SHINING!"

Cadence watched her go and smiled at her devotion to her brother. Then she heard whimpering behind her.

Applejack was begging to be let out, not having the same reserve of strength Twilight had to get out.

Cadence giggled. "Here, let me help you with that..."

The ship Smokescreen was on landed to Equestria's soil without any trouble.

The sides of it opened, allowing Smokescreen and the other members out.

"All right. You're free to go. Get out of here before we change our minds." A crew mate told him.

Smokescreen nodded and began walking away, but on his way, he made the mistake of taking an over-the-shoulder glance at the crew.

"Gentlemechs, these are our targets." One mate tapped the cyber-scroll in their hand. Smokescreen caught sight of the name and transformed, turning into a round, black and grey Cybertronain car, with red glowing circles on the wheels and drove off.

Apple Bloom was playing with a ball by herself, supervised by Granny Smith. (At least in theory), completely unaware that in about 10 minutes from now, an Autobot was going to come crashing through the neighborhood.

10...9...8...7...6...5...4...3...2...

The unmistakable VRROOM gave Apple Bloom just a little warning as Smokescreen came flying out from nowhere and transformed to land just in front of her, the impact of his descent knocking Apple Bloom flat on her Cutie Mark.

"Decepticon!"

"What? No!" Smokescreen said. "I'm an Autobot!"

"Ooh...okay...wut's an Autobot?"

Smokescreen put his hand to his chin, uncertain how to describe Autobots to someone unfamiliar with them. "We're, uh...well, you know the Decepticons? We're them, but we're the good guys instead!"

That was enough for Apple Bloom. "So y'all are nice and sweet instead of mean and rough?"

"Yeah, pretty much!" Smokescreen crouched down. "Now listen here. You're Apple Bloom, right?"

"Eeyup! Wait...how'd y'all know that?"

Smokescreen waved his hand. "That's not important. What's important is that your brother, Big Macintosh? He has some very, very dangerous people after him."

Appple Bloom gasped. "Oh no! Wut do we do!?"

"Find him before they do!" Smokescreen transformed and opened his door. "Come on, get inside!"

"Ah'm just a filly! Ah don't know how to drive!"

"Who said you had to drive?...And if you don't mind me asking, what's a filly?"

Apple Bloom climbed in, happy to go on adventure all on her own without Applejack telling her off for being just a baby.

...All while not answering Smokescreen's question, leaving the poor rookie to wonder what a filly was.

Big Macintosh and Cheerilee were standing at the train station, waiting for the next train to the destination Cheerilee had selected.

Big Macintosh was getting cold hooves, however. "Ah don't know, Cheerilee...maybe we shuddn'it be doin' this."

"Oh, but Big Macintosh! I need you to do this with me." Cheerilee whined. She cupped Big Macintosh's chin and made him look her in the eyes.

"After all..."

Said eyes flashed a brilliant, emerald green into Big Macintosh's own.

"You complete me."

Shining was sitting on his haunches under a streetlamp, a mug of cider in his hoof. The mug also had a cube of salt in it and a spoon to mix the salt in with. The bartender had warned him that combining the salt and cider would knock him flat on his Cutie Mark, but today had been so bad, he didn't care.

He also didn't particularly care when a jet flew overhead and landed in front of him in the form of an effeminately-built mech.

"Well!" Starscream said, his arms crossed. "What do we have here? A little pony out in the dark of the night! Don't you know it's dangerous to be out on your own this late?"

Shining barely moved his head. "Leave me alone. I've had a bad day."

Starscream became interested. After how easy it was to get Gilda, Trixie and the Flim Flam twins on his side, he didn't think it ridiculous to think he might be able to persuade this one. After all, revenge and greed were easy enough things to give. What might this one want?

"Oh come now!" Starscream said, resting his back against the streetlamp. "Tell oool' Starscream about your woes."

Shining signed. "I haven't been able to do my job lately as well as I would like to, my sister's been infected with some mysterious disease, and I think Princess Luna wants to replace me!" he looked at his mug. "And now I'm even so upset I'm resorting to drinking!" In spite, of perhaps because of complaint, Shining took another swig.

"I'm so sorry to hear about your sister." Starscream said. "What's her name?"

"Twilight Sparkle. She's the best little sister a pony could ask for..."

Starscream's optics widened at the mention of Twilight's name. Then a smirk crawl it's way onto his face as he came up with a horrible idea. "You know...I might be able to ease your suffering, my little pony."

Shining's attention was caught. "Really? How?"

"Oh, well, I can't go too much into the details unless you accept it...it would hurt at first, but I guarantee you won't feel a thing afterwards."

Shining examined his mug, as if trying to see it offer something Starscream wasn't.

"All right." Shining tossed the mug to the ground, spilling it's contents, and stood up with his eyes closed. "I'm ready."

Starscream snickered.

Shining didn't even have the time to gasp in pain as Starscream's claws sheared near-instantly through his back and out his stomach. Starscream slowly pulled his claw free of the unicorn and leaned in close with his claw to his head so he could hear Shining's heartbeat fade, thus confirming Twilight's brother was, without a doubt, dead.

Shining fell to his side, blood leaking out of his top and bottom.

Starscream smiled, then transformed and jetted off, a trail of blue fire behind him as he left the scene of his crime.

Below, Shining's blood continued leaking, mixing it with his discarded drink.

THIS CHAPTER IS DEDICATED TO

IN LOVING MEMORY

SHINING ARMOR

(?)-2013

THUNDERWING! 2: Dark Envoy

The Doctor clapped his hands, noticing the tension and air of dread in the room. "Right-o! King Sombra, probably derived from Portuguese for 'Shadow'..."

Cadence's eyebrows shot up. "You speak Portuguese?"

"And 699 other languages, including horse, baby, Arthurian English, pig, and spider." The Doctor boasted.

Cadence put her hoof on her chin. "Sound the alarm. Get every defense you can set up."

The Crystal mare nodded and ran off, on her way to bellow out through the streets King Sombra's dreadful encroaching.

"Shining, I'm going to cast a force field on the city. You get to the main entrance and help set up defenses, then come help me." Cadence ordered.

"Right!" Shining nodded. They ran off to resume their positions.

"So, Fluttershy." The Doctor said, breezily walking along at his own pace, showing no fear in the face of danger. "Explain to me this King Sombra chap."

"He's an evil unicorn who enslaved the Crystal Ponies. We all thought the magic of the Crystal heart killed him, but apparently not..."

The Doctor clapped his hands. "Sounds like a jolly good time! I, er, don't suppose you'd be up for taking to the front gate, eh?"

Fluttershy converted to lady-bug mode. "Hop on."

The Doctor jumped, clapping his feet together in obvious excitement. Once he climbed onto Fluttershy's back and positioned himself, he whistled with enthusiasm. "Off we go!"

With Fluttershy's Insecticon-level of flight, it took no time to fly the Doctor from the castle to the front wall of the Empire and for them to land on the terrace, where a mixture of Crystal guards and Shining's own soldiers were scrambling to set up the first line of defense. Shining's men were rolling cannons into position, while the Crystals were waving funny sticks and muttering, casting enchantments on stone unicorn heads.

A shadow approached from behind them. The Doctor looked his shoulder to see a sparkling light blue dome forming over the entirety of the city.

"Everything ready!?" Shining bellowed from atop a command tower.

"Ready, sir!" The Guards below saluted.

The Doctor looked around and hmmed.

"Is something wrong, Mister Doctor?"

"Oh, nothing. Just don't like the looks of this...I've got bad experience with the military."

"Well, I'm sure Shining Armor and the Crystal Ponies would never hurt anypony if they could avoid it..." Fluttershy scraped one of her six legs.

Every solider around remained tense, looking stoically on the horizon, their eyes fixed like hawks. Serfs were constantly running up the stairs, dropping bags of gunpowder for the soldiers' use. Shining took a long sweep around the area before turning to descend from his outpost and assist Cadence.

"Sir!" One of the Guards shouted, pointing. "Twilight Sparkle is approaching!"

"Twiley!?" Shining darted down the terrace, and sure enough, Twilight and Trixie were runnnig towards the main gate at unusually fast pace, like something was chasing them.

"Twiley!" Shining screamed, putting his hooves around his mouth to increase his volume. "I'm sorry about what I said! I just...I just can't handle being all Dark Energon-y and I took it out on you!"

Twilight kept approaching, like she hadn't heard a thing Shining said.

Shining's lips quivered, thinking Twilight was ignoring him out of spite. However, as she got closer, Shining noticed something alarming. "Aww, scrap."

"What?" The Doctor inquired.

Shining pointed. "Look closely, Doc."

The Doctor squinted his eyes. Proving unable to make out anything, he rounds his hands around his eyes like binoculars. Shining turned to Fluttershy for an explanation of the Doctor's bizarre behavior. Fluttershy shrugged.

"Yeah?" The Doctor asked, not seeing what was wrong.

"Can you see that pupil-less, pink stare in her eyes?"

"Uh-huh. Eeyup." The Doctor nodded slowly, wondering where this was going.

"That means she's undergoing deep symbiosis. In other words, I could apologize at the top of my lungs, wearing the most ridiculous, humiliating outfit I can think of, playing the smallest violin in Equestria with tears in my eyes...and she wouldn't care."

"Okay." The Doctor said, taking his 'binoculars' off. "Sounds like a problem."

"You have no idea."

Twilight and Trixie abruptly stopped, some distance ahead of the force-field.

"Why are they stopping?" Fluttershy wondered. "They know we'll let them in...don't they?"

Twilight's and Trixie's mouths opened wide. Purple energy began gathering and swirling around their lips. The energy coalesced into balls, and the unicorns let out huge blasts at the force-field.

Shining was stunned, Fluttershy was panicked, and the Doctor was mildly amused.

"Since when does Twiley have a mouth laser!?"

"It's really more a of a laser breath than a mouth laser..." Fluttershy mumbled incoherently.

"Presumably, they learned from that strapping young fellow." The Doctor said, pointing upwards.

"What?" Shining exclaimed. He and the guards looked upwards, and they were all horrified at the sight.

Thunderwing's truly gargantuan form came flying overhead. He flexed his wings and 'stood' proudly in the air. Everypony immediately noticed how he seemed to have Sombra's eyes.

"What is that thing!?" Shining yelped.

"Well, based on the pointy bits, I'd say it's a Decepticon." A solider with a scar under his eye answered. "Not that you would know that."

Shining glanced at the scarred guard.

"Pardon me if I was there helplessly watching the Princess surrendered her crown to the Decepticon Lord while you were off getting your horn licked by the Changeling Queen!"

Shining stared even more dumb-founded.

"Yes, I'm bitter!"

"OI!" The Doctor snapped his fingers. "Knock that off. Now's not the time to picking up on grudges. We should see what this 'Decepticon' wants..."

Whether or not Thunderwing heard the Doctor was unclear, but he gave an answer nonetheless.

"I am Thunderwing! Surrender the Matrix and go unharmed!"

"Matrix!?" Shining screamed. "What's he talking about, a Matrix?"

"Um..." Fluttershy muttered. "The Matrix of Leadership is, um...kinda like the, uh...Optimus Prime's 'crown'? It says he's a Prime, and it's kinda like the Elements of Harmony..."

"So, it's complicated?" The Doctor interjected.

"Oh yes. Very."

"Splendid!" The Doctor clapped his hands. "I love complicated things! Don't you?" Shining just stared.

Thunderwing flexed his wings again and began charging up. The same thing that happened to Twilight's mouth happened to his, and he let loose another blast against the force-field. It really was more a laser breath, kinda like a high-tech fire breath. It only helped to draw the comparisons between Thunderwing and a demon.

Inside the castle, Cadence shivered, her horn feeling the brutal attack. The beam of light connecting her horn to the force-field wavered and shimmered as she struggled to keep her shielding up.

"Stay here!" Shining ordered. "I'm off to go help Cadence!"

Shining ran down the stairs as fast he could.

Thunderwing's keen, hunting optic noticed the pony running away from the gates towards the castle, and his instincts told him that the pony had to be stopped. Aiming his arm-cannon, he fired a huge purple sphere of energy that hit against the force-field harshly and began to distort the reality around.

The Doctor, feeling the rip in dimensions, winced and clutched at his two hearts.

The blast phase-shifted through the force-field and passed through, where it landed on the ground behind Shining. The explosions sent Shining flying through the air and tumbling on the ground.

Thunderwing and the two enthralled unicorns prepared more breaths of lasers. Shining's men scrambled to improve defenses before the fast-approaching onslaught fired, but their efforts for nought and in vain. The lasers-breaths trailed along the ground before raising up against the force-field. Thunderwing's own laser-breath was powerful enough on its own, but Twilight's and Trixie's help, it took no time at all to start cracking the shield.

Cadence stumbled, unwilling to give up defense of the Crystal Ponies under her care. But Thunderwing was starting to overpower her magic...

"Shining, where are you?" Cadence questioned out loud. A tear rolled down her eye. "I need you..."

Thunderwing fired another blast, and that was it for Cadence. The force-field shattered, and the pink Princess collapsed to her knees.

Seeing the protective bubble popped, the Crystal Ponies abandoned all pretenses of bravery and ran for shelter. They hid themselves in their homes, in their closets, stuffing themselves and their foals into cupboards, if not taking a deep breath and diving into the nearest pond. None of the Crystal Ponies wanted to give much thought as to how Thunderwing's skin became so much like their own. Fluttershy grabbed the Doctor and pinned him under her shell to keep him out of Thunderwing's sight.

The cannons and enchanted unicorn statues began firing at Thunderwing, but their attempts were laughable. Even Thunderwing was hard to miss, their shots seem to bounce right off his hide. The 'Decepticon' flew over the gate and briskly landed in the Empire's street, his wings folding up into rather swank fins on his back.

The Doctor peeked his out head out to observe the situation, and saw Thunderwing walking through the streets with tension, like he was looking for something. The Doctor pushed Fluttershy's shell up like a rock and sped out from under her.

"Doctor? Doctor, what are you doing!?"

"I'm gonna go do what I do best!" The Doctor answered, giving her a reassuring hand signal.

"Which is!?"

"What do you think!? I'm the Doctor! Think, Fluttershy; what does a doctor do?" The Doctor riddleed her before running down the flight of stairs, his coat billowing behind him impressively.

Fluttershy converted back to her pony mode. "...They fix things!" She realized after the Doctor was out of her sigh.

"'Just a 50-foot Decepticon walking through a pony town. Don't mind me none'." The Doctor joked to himself as he walked quickly towards Thunderwing's imposing shadow. He whistled for the giant's attention. "'Ey! Thunderwing! Stop right there!"

Thunderwing did indeed stop, but when he turned around, he met the Doctor with aggression. "Who dares to give me orders!?"

"Ah, that wasn't an order, that was a request." The Doctor cleverly remarked. Thunderwing rolled his optics and huffed.

"Now, I've got a couple of questions, if you don't mind? What are you doing here on Equestria?"

"I was created by my master, Unicron, to seek out and destroy the Matrix of Leadership." Thunderwing answered. "I was dormant, sealed inside a meteor until it crashed on this world and entombed me in the ice! I was reactivated a few hours ago, and I am here, now," Thunderwing pointed at the Crystal Castle. "To remove the Matrix from that tower and destroy it at last."

"Matrix isn't in there, mate."

Thunderwing narrowed his eyes. "I sense its taint. BAH!" Thunderwing roared arching his claws and flexing his wings. "The more I talk to you, the less I can fulfill my mission!" Thunderwing flapped his wings and flew towards the Castle. The Doctor ran under Thunderwing's off the ground feet and headed to get to the Castle first. He was barely able to reach the entrance before Thunderwing's shadow fell over the towers.

The Doctor dashed in and looked around. The Crystal Ponies were all huddle into corners, their front legs over their eyes. The Doctor noticed Cadence at the top of the stairs, struggling to get up. He ran up the stairs and knelt by her side.

"Doctor..." Cadence grunted, out of energy. She tried to get up, but collasped. She tried again, but seeing that she wasn't going to get up anytime soon, she let her body go limp. "Don't...let Sombra get the Crystal Heart."

"It's not Sombra, mate." The Doctor told her, giving her a relaxing stroke through her mane. "But I'll still stop for you, sweetheart."

Seeing the Doctor rush up another staircase towards the Heart, with a such a stark seriousness and trained determination after such a flirtatious way of addressing her Cadence chuckled.

The Doctor's footsteps echoed off the stairs and around the walls as he raced to reach the Heart first. "How long are these stairs? They weren't this bloody long when I was here earlier! I mean, for Celestia's sake..."

After much tedious stair climbing, The Doctor finally reached the chamber where the Crystal Heart floated. The Heart's rate of revolving had slowed since he last saw it, as well...

"O-kay!" The Doctor clapped his hands and rubbed them together. "Got to the Crysteal Heart first, right. Now what I'm going to do about?" The Doctor picked at his teeth like a piece of brocili was stuck in it. "Plan. I need a plan." He started pacing. "Come on, come on, come on..." The Doctor held his hands out like he was doing a magic trick. "Plan!"

There was a moment of awkward silence.

The Doctor sighed and put his fingers over his mouth. "Okay. No plan. Well.."

Whatever train of thought the Doctor was about to go off on, it was interrupted by the sound of Thunderwing's wings flapping. "Ooh...balderdash."

As Thunderwing's form descended near the side of the castle, the Doctor skidded backwards to come face-to-face with the demon. Thunderwing's eyes were gazing intently on the Crystal Heart, claw outstretched to snatcth the relic.

The Doctor eventually noticed how Thunderwing was hesitating. "Well, that's odd." The Doctor chuckled and put his arms on the guard rail. "Not what you were expecting, eh?"

The Doctor didn't realize just how right he was. In that exact moment, fresh scans of the Crystal Heart from multiple angles were bearing compared and contrasted against old files of the Matrix's appearance in Thunderwing's vision. When a "NO MATCH" had been confirmed, Thunderwing drew back his claw and unfurled his wings. He jumped into the air.

"Though holy, this artifact is not the Matrix. My sensors have led me astray!" He jumped into the air. "Come, my servants!"

He flew over the Crystal Empire's walls while outside, Twilight picked Trixie up and began to fly away.

Shining weakly looked up at the sight of his flying sister. He raised a hoof for her attention. "Twiley..."

For a moment, Twilight stopped and turned around to look at him...but then her horn shimmered purple, and she continued on her way. Defeated, Shining collapsed back down on the bejeweled pavement.

"Hmm." The Doctor tilted his head in confusion, wondering why Thunderwing hadn't taken the Heart. Sure, he mentioned it wasn't the Matrix, but surely he would've been able to find some use for it, wouldn't he?

"I mean, that is what bad guys do, isn't it?" The Doctor asked himself.

"Doctor!" Cadence exclaimed, rushing towards the Heart's altar.

"You're looking better, Cadence."

"The Crystal Heart! Did he take it?"

"Nope." The Doctor pointed to the Heart, where it was slowly returning to its original fast pace.

Cadence stared, as confused now as she was worried before. "What do you mean...are you going to tell he just left!?"

"Yep. That sounds about right."

Cadence turned to stare at the Crystal Heart with a gaping, shocked mouth. "Why would he leave it alone?"

The Doctor shrugged. "Beats me. Maybe he has a fashion complex."

Cadence sighed and shook her head.

Fluttershy came fluttering up the stairs with Shining Armor on her back, and she gently laid him on the ground before Cadence. Cadence rushed to comfort her mate.

"Cadence..." Shining said, weakly lifting his head up before turning downwards in shame. "I'm sorry...I should have been able to get to you in time."

Cadence smiled kindly, and kissed him on the forehead. "It's not your fault." Cadence shuddered. "Whatever that...thing was, he was powerful."

Shining closed his eyes. "This is all my fault. Twiley went and brought that thing online because she was upset about what I said."

The Doctor clapped his hands for attention. The sound echoed off the walls, making it a fairly successful gambit.

"Don't talk like that, Captain." The Doctor began marching back and forth, carrying an aura of authority and power from himself as he did so. "Let's recap. What do we know for certain?"

"Shining Armor and Twilight had a spat." Fluttershy provided.

"That whatever that thing is, it somehow sends off King Sombra's energy." Cadence added. "And that he doesn't want the Crystal Heart."

"You say Sombra was killed. You haven't mentioned to me how."

"Well, the Crystal Heart shattered him into a billion pieces."

"All right, I want you to do something for me, Cadence." The Doctor said slowly, tilting his head. "I want to imagine...that Twilight Sparkle and Trixie, combed over every last inch of the ground..." The Doctor wiggled his fingers downwards, meant to convey a sweeping motion. "And picked up all those pieces, and then used them to activate Thunderwing."

Shining seemed surprised. "That thing has a name?"

"Yeah, of course." The Doctor answered dismissively. "Loads of things you can do with a name. Names have power..." Shining whinnied in disbelief, but the Doctor turned upwards with a smile, reminiscing on his past victories. "I am The Doctor...that phrase. That phrase alone has brought whole armies to their knees."

"All right then. What did your fancy magical phrase do to Thunderwing?" Shining asked, which broke the Doctor's thunder somewhat.

"...Don't know." The Doctor answered, not realizing he hadn't introduced himself to Thunderwing when he had the chance. "I'll have to check. I'll be sure to let you know."

The Doctor rubbed his chin and slowly turned around, realization dawning upon him. "He said the Crystal Heart wasn't the Matrix. Fluttershy, would you say that the Crystal Heart has anything- anything all- in common with the Matrix?"

Fluttershy nodded. "Oh yes! Most definitely!"

"So, bear that in mind..." The Doctor muttered, looking down as he thought to himself. "What's Thunderwing's next move?"

"He's...probably going to Canterlot after the Elements of Harmony!" Fluttershy exclaimed.

"Oh no, not Canterlot!" The Doctor groaned, thowing his hands to his sides. "That's where I left the TARDIS. Agh! I hate it when the bad guys go after the TARDIS!"

"I'm sure Celestia is taking good care of your belongings." Cadence attempted to assure him.

"How do you know?"

"The Princess is a kind and caring individual who takes her responsibility to be hospitable to her guests seriously.."

"Right." The Doctor soldiered on and thought for a second. "Elements of Harmony...what are those, exactly?"

"Doctor." Shining interrupted, having regained the strength to stand. "I need to apologize to my sister. I want Twiley back."

The Doctor turned silent, and unlike before, the effect his silence had on the room was quite noticeable. He, taking care to emphasis the sounds of every step, walked up to Shining and held the unicorn's face. "Now you listen here, mate. I...will get your sister back. That's a promise. You hear me? A promise."

"What if you can't?"

"Aahh, rubbish!" The Doctor twirled around away from Shining. "I'm the Doctor. There is nothing I can't do!"

Cadence gazed on wistfully. "You know...for awhile there, I thought you were a silly man with a funny blue box. But seeing you promise Shining Armor something like that...tells me you're so much more."

The Doctor turned to Cadence and glared furiously.

"Now listen 'ere, you." The Doctor growled, approaching Cadence, causing the Princess to back away. "Let's one thing, and one thing straight right here. Always remember, and don't forget- don't you dare forget...because it may have irrevocable consequences on your life"

The Doctor halted his advance, and his expression turned into a wry smile.

"I am a silly man with a funny blue box."

The Doctor turned back 'round to his crowd of Fluttershy and Shining Armor, putting his hands on his hips.

"Now, which of you three..." He said, pointing to each of them in turn. "Is going to give me a ride while we track down Thunderwing?"

Shining and Fluttershy looked at each other, then back to the Doctor, smiling at his enthusiasm. Said enthusiasm was somewhat infectious after it reached a certain point.

"I sense its power. Its radiance. I know the Matrix was on this world once, even if it is not now!" Thunderwing growled as he flapped his wings over the Crystal skies, Twilight flying underneath him. Crystal Ponies throughout the land were shuddering at the feeling of Sombra's magic returning, then turned to see with relief that it wasn't him. Only to scream and hide at the sight of this really quite amazingly huge flying demon.

Thunderwing's steadfast wing flaps suddenly slowed, and the demon clutched at his side like he had stomach cramp from swimming in water after eating.

"My time in the crater has made my body adopt the coat of the natives..." Thunderwing reflected. "Significantly weakening me! Servants!" Thunderwing roared and turned around, wings flaring out as he did so. "Come! Back to the crater where you found me. I must recharge."

Twilight silently nodded, and changed course along with her master, Trixie still hanging from her hooves.

Thunderwing did not know nor did he care why these ponies had rebuilt him. He just knew that made for good servants while in their thrall.

The huge, cold doors of the Crystal Empire's imposing gate opened with all the furious speed of a drunk snail. Out came Cadence, Shining Armor, and the Doctor atop Fluttershy's back, riding off into the cold, wintry veil of the Crystal Empire's vast plains.

"So cold. So bloody cold. WHY is it so bloody cold!?"

"Because..." Cadence started to answer. "I don't know." Cadence looked to Shining.

"Don't look at me!"

They quickly rode out to find and defend the Crystal Empire against Thunderwing. Their shared hope was that maybe a passing traveler, perhaps a merchant, had seen Thunderwing on his way and could point them in his direction. They did not have to get far from the gate to get their first helpful hint, though it wasn't the one they were hoping for.

Shining Armor's horn suddenly formed a deep, bright sphere of purple light at its tip. All three horses came grinding to a screeching halt.

"What is it?"

"My horn is..." Shining grunted. "Detecting a cluster of Dark Energon."

"Is it big?"

"Massive."

"Right! Let's go check it out, then, eh?" The Doctor adjusted himself on Fluttershy's back. "Yeesh, your armor plating is uncomfortable in your pony mode..."

Fluttershy apologized to the Doctor for something she had little to no control over. Shining Armor got on to her for doing so. Cadence yelled at them both to knock it off so they could go investigate the Dark Energon, and maybe, just maybe, find a trace of Thunderwing.

With Shining's horn somewhat literally lighting the way, it took no time at all for them to reach the crater Thunderwing had been imprisoned. There, they saw the humongous surplus supply of Dark Energon pointing out and poking every which way.

Cadence and Shining Armor were shocked and horrified for different reasons that there was so much Dark Energon so near to an area they had been assigned to protect.

Shining whimpered and shuddered, feeling the increasing urge for symbiosis in his horn. "So much...Dark Energon."

"H-how did it get here?" Cadence wondered, her eye turning watery as she mentally berated herself for failing the Crystal Empire.

"Don't know." The Doctor said, hopping off Fluttershy's back and readying his Sonic Screwdriver, which whirred and hummed in a fairly ominous fashion. "I do know how it's getting out of here, though, haha! With a little help from my Sonic-"

The group heard the loud flap of large wings overhead.

"Or not!" The Doctor exclaimed, recognizing the sound as Thunderwing. "Hide! Get to cover!"

The group scrambled and ran around in circles for a little while before they all ducked down behind some snow piles, their heads barely peaking out over the frozen rain.

Thunderwing and his slaves came flying into view. Thunderwing slowed his wings and descended briskly into the crater, resting himself against a wall of cold rock. Twilight dropped Trixie off on the cliff-side next to him and descended herself.

Areas of Thunderwing's armored shoulders began shifting around, clicking and whirring as they converted. Panels split open to reveal a spherical, rimmed, ringed thing inside his shoulders- one each.

"Those look like engines..." Shining whispered.

The Doctor disagreed. "Look more like reactors to me."

"Quiet!" Cadence snapped. "Something's happening..."

Twilight's and Trixie's horns began to shimmer and shine. Shining's horn joined in, flaring up brightly, longing to join them, but Shining slapped it, preferring being unable to use magic over succumbing to symbiosis.

Thin narrow beams shot out from each of the two mares' horns that connected and tied themselves to the generators in Thunderwing's shoulders. Thunderwing let out a relieved sigh.

"Yes...yes! Symbiosis!" Thunderwing flexed his wings and raised his fists in the air before slamming the later down on the clifftops. "I feel my power returning!" He began to shake and sway as cracks appeared in skin.

"Look." Cadence instructed. "What's happening to his skin?"

The coat of Crystal continued to crack, and eventually, it began to peel off in the form of flakes and fall, leaving huge pieces of useless Crystal husk on the ground while also exposing some of Thunderwing's true colors; literally. There was some white revealed on his arm, some green on his thighs and chest, and some purple on his right wing.

"Yes!" Thunderwing cried out. "Some more of this, and I will be free of this Crystal...inhibitor!"

Some flawed logic in that, as Thunderwing's having a Crystal Pony coat was the result- not the cause- of his strength fading while slumbering in the crater. But try telling him that.

Cadence rose up from her hiding place bravely, a determined expression on her face. "We have to stop him. There's no need for him to gain any more power."

"I can't hurt Twiley!" Shining objected.

"But you already did..." Fluttershy pointed out.

"When!?" Shining snapped, unable to believe he would lay a hoof on his sister.

"...When you snapped at her bringing Trixie along for symbiosis, even though that wasn't true?"

"Oh... yeah. Right. That."

The Doctor stepped out of his hiding place and glared Thunderwing down.

"Doctor, what are you doing?"

"I have a plan." The Doctor answered mysteriously. He pointed quite emphatically at them. "Stay here, you lot." He began walking up the curved slopes of the cliff, intent on confronting Thunderwing directly. As if on cue, a high sharp wind began blowing.

"Hey! You! Big one up there!"

Thunderwing immediately got off his resting place and turned to glare back at the Doctor.

"You may not know me..." The Doctor shouted, frigid cold winds blowing his hair and coat around and turning his sweat into ice. "But we met in the Crystal City! I forgot to introduce mysef, but I am-"

"The Doctor!" Thunderwing answered.

The Doctor tsked, then turned around to Shining Armor. "Well, there you go, Captain. Are you satisfied!?"

"I thought you looked familiar, so I scanned my databanks, and yes...you have changed, but you are still the Doctor, Slayer of Daleks, Enemy of the Cyberiad, Last of the Time Lords." Thunderwing narrowed his eyes and leaned forward.

"So tell me, what do you hope to do against a being such as I?"

The Doctor stood expressionlessly, showing no sigh of letting the cold wind around affect him adversely in any shape or manner.

"I intend...to fix things." The Doctor said with a smirk.

Running up the hillslide, the Doctor leaped over a bump, striding through the air with all the grace of a pegasus (who was small, short, and hadn't learned to fly), landing flat on his face just before Twilight's and Trixie's hooves.

The Doctor lifted his head from the snow, spitting snowballs out from his mouth. "Pfft! Pto! Anyhoo..." The Doctor pushed himself upwards, lost his balanace on the slippery cave slide and took a moment to regain his footing. After that, he pulled out his Sonic Screwdriver.

"The Princess told me not to do this again...but I think she'll make an exception, don't you?"

The Doctor slammed down on the Screwdriver's toggle switch, activating it, and swept it over both Twilight's and Trixie's horns.

"Aaah!" The two mares both exclaime in pain, rubbing their horns sorely while the distinguishing characteristics of their eyes- pupils, irises- returned.

"Doctor!" Twilight growled upon reopening her eyelids. "What are you..." Trixie poked Twilight in the shoulder to get her attention. Looking up before she could really lay into the Doctor, she noticed Thunderwing. "What...is that!?"

"Mm. I'd say it's a twenty-story tall Decepticon, who's rather bent out of shape he can't find and destroy the Matrix." The Doctor remarked.

"I know not these Decepticons, but I am not one!" Thunderwing protested.

"Yeah? Well, listen here, buster;" The Doctor boasted, walking towards Thunderwing with no detectable trace of fear. "You just lose your two unicorns. What are you going to do now?"

"An unfortunate...but acceptable loss. Nothing will keep me from my mission of destroying the Matrix!" Thunderwing roared and yet again flexed out his wings, his Crystal coat cracking and peeling even more in the process.

"He's gaining power!" Twilight somewhat obviously exclaimed.

"Yes. We know that, Twilight. Thanks for the hint!" The Doctor yelled.

"I'm sorry, Doctor, but-"

"OH FOR PRIMUS'S SAKE!" Fluttershy screamed from her hiding place. "WOULD YOU TWO GET A ROOM!?"

The Doctor blushed profusely while Twilight stared confusedly. "I don't know what that means."

"Trust me, Twilight...you don't want to."

"WRRAAH!" Before the Doctor and Twilight could resume their argument, Thunderwing aimed his arm-cannon and fired. Twilight, Trixie, and the Doctor just barely ducked out of the way in time. The blast hit the snow they were previously occupying, and said snow went flying everywhere, giving Twilight, Trixie, and the Doctor all fines coats of the white powdery stuff.

"Come on! Again?" The Doctor protested.

"Come on, Twiley!" Shining yelped, rushing to his sister's side with horn ablaze and giving a hoof to help her up. "We can take him!"

"No, we can't!" Twilight objected.

"That's quitter talk!"

"No, really, Shining. My, Trixie's, and your magic all have traces of Dark Energon in it! Any spell we use on him will just make him heal and gain more strength!"

Shining made an expression of exasperation at being unable to do anything to help combat this looming threat to them all. "Well, then what can we do?"

"We can think of a plan!" The Doctor shouted.

"Twilight Sparkle, Trixie." The Doctor said with a steely seriousness. "You rebuilt him. You let loose that thing on the world. How?"

Twilight put a hoof on her head, trying to remember what she did while under the thrall of symbiosis.

Thunderwing began charging his arm-cannon and fired at them, sending Trixie, Twilight and the Doctor all flying in different directions. The displaced snow spray from the explosion began giving them all nice white coats of the powdery stuff.

"Oh, not again..." The Doctor grumbled at being send face-first into the ground a second time. He felt his way around and began to roll over. "I don't suppose that blast did anything to jar your memory, Twilight?"

"Yes, actually!" Twilight answered as they all got up. "We found King Sombra's horn!"

"Great! Now what we do about it?" Shining exclaimed, following up with a groan.

"The horn is inside Thunderwing's power-core link." Twilight explained, knowing from her symbiosis the exact details of Thunderwing's creation...his specs, his schematics. "If we can get inside and remove the horn, it should disable him."

The Doctor rubbed his hands together. "Let's do that, then, shall we? How do we get in?"

Twilight pointed at Thunderwing's still-sparkling chest, where open slits in his armor were visible through his crystal coat. "Those vents there are small enough we could get in."

The Doctor took a moment to regard the vents, considering their validity as entryway's into Thunderwing's gigantic systems.

"Mh. Okay. Yes. Eeeyup." The Doctor pointed to Cadence and Fluttershy. "Princess! Fluttershy! We need your help! Get over here and fly me up into one those holes in Thunderwing's chest."

Cadence and Flutteshy didn't seem to understand what the Doctor was intending to do, but they obliged his request, coming out of their hiding places.

"Why are you going in? I know his schematics!" Twilight exclaimed, her voice carrying perhaps just a little bit of actual...concern for the Doctor.

"I'll figure it out. I'm clever like that, you see." The Doctor poked the side of his to prove his boast. "That's me. The Clever Doctor."

Twilight didn't appear too convinced by this, but she relented. "Fluttershy, fly with Cadence and bring the Doctor into those ridges -you see 'em?- and keep your commlink open so I can guide you through. Trixie, Shining Armor and I will keep Thunderwing distracted so you can get in."

Fluttershy nodded before converting to ladybug mode. The Doctor spread his arms out so Fluttershy could lift him up. Fluttershy and Cadence began flying up towards Thunderwing. Thunderwing wasn't blindly obvious, however, and began firing a rapid barrage of shots from his cannon.

"Get out of my way! I will destroy the Matrix, and you shall not stop me!"

Fluttershy and Cadence split away from each other and began to fly around to avoid Thunderwing's barrage. Thunderwing refused to let up on his assault, firing blast after blast at them. It was almost like he knew what they were up to and was intent on not giving them the opening they would need to slip in.

Twilight squinted, narrowing her eyes as she formulated an intensely complex battle plan that would distract Thunderwing. What they needed was to keep his attention scattered and unfocused, too much for him to aim reliably on a single target... Twilight already having been something of a stragist even before joining the Autotobts, she had no trouble figuring what to do."

"Shining Armor, Trixie, start running around in circles around the crater. Strafe your fire on him, shoot at him, but do not hit him. Remember; our goal is to distract him so Fluttershy can fly the Doctor inside. Got it?"

Shining and Trixie nodded affirmatively.

"Good! Now quit standing there looking at me for orders and roll out!"

Shining and Trixie attempted to gallop away in opposite directions, but they were so close to each other that their noses collided painfully against the that of the others. For a proud Captain of the Guard like Shining, this was mildly embarrassing. For a arrogant, haughty, stuck-up magician like Trixie, it was downright humiliating.

Even worse, Cadence caught sight of it and took it the wrong way, thinking of them had been trying to flirt with the other and making a reminder in her head to grill them both about it. A shot from Thunderwing's cannon that narrowly avoided clipping her wings completely removed the thought from her mind though, so Shining was off the hook.

After righting themselves and taking a moment to make sure their trajectiores wouldn't crash into each other, Shining Armor and Trixie began running around the crater, firing laser blast from their horns, taking care that would actually miss Thunderwing. (Which was kinda hard to do, since Thunderwing was so huge.)

One of Trixie's shots, though, hit the side of Thunderwing's face, cracking the coat and turning the eye of Sombra back into the orignall, empty black, fan-blade red optic of Thunderwing's orignal form.

"Trixie!" Twilight scolded.

"Sorry! Trixie missed! ...Wait, Trixie is supposed to miss, so wouldn't that be that Trixie hit...?"

"Never mind! Keep shooting around him- not at him!"

The trio of unicorns continued their shots, attempting to keep Thunderwing's fire spread around the area. When he made an ill-content roar and fired both his arm-cannons in opposite directions, Twilight knew her plan was going to work.

"Um, Doctor?" Fluttershy spoke quietly. "Do you mind if I use my beast-mode cannon?"

"That depends...how much recoil does it have?"

"A little."

Before the Doctor could ask how little was a little, Fluttershy unfurled her conical laser from between her mandibles and fired a shot at Thunderwing's shoulder. It was a good shot and made Thunderwing jerk, but its lasting effect was minimal.

The Doctor shook his head, the recoil from Fluttershy's weapon going through her legs and into the shoulders she was holding him by. "Okay. So that's how much is a little. Good to know for any future adventure we have."

Thunderwing was distracted from the direct hit on him, and quit firing at Trixie and Shining. He relaxed his arms like taking in a deep breath as he prepared his laser breath. Fluttershy ducked downward to avoid the blast, which disoriented the Doctor somewhat. The laser flew off into the distance.

"We got him switching targets!" Twilight yelled to Shining and Trixie. "Maintain fire!"

Cadence, inspired by Flutteshy's direct hit, fired off a few rounds from her own horn, which...somewhat dinged Thunderwing slightly on some of the more pointier bits of his armor.

Thunderwing's head swiveled around as he attempted to keep track of who was firing at him, and from where.

Growling ferociously, Thunderwing crossed his arms and attempted to fire at Shining and Trixie at the same time, though they each managed to jump to the side to avoid.

Seeing their opening, Fluttershy and Cadence blazed forward at Thunderwing's chest, full steam ahead. The Doctor grimaced and braced himself for impact. His entire vision went dark as Fluttershy entered into the black, cavernous ridge...

The Doctor blinked a few times, trying to regain his vision after they successfully infiltrated Thunderwing's internals. Thunderwing's insides weren't exactly what the Doctor or Fluttershy were expecting. The Doctor was expecting something more like that of a regular Cybertronian. Cadence was more thinking something along the lines of fire and brimstone.

Instead, however, Thunderwing's insides were like a great, big huge steampunk machine, bronzed-over copper coating every piece of heavy, grinding whirring machinery, gears spinning and levers pulling crazily. From the shape of the clear tubes and pipes around, it was meant to carry Dark Energon from one part of Thunderwing to another, like circulating blood. But instead of liquid Blood of Unicron, there was instead green magic of King Sombra's horn traveling through the pipes.

Fluttershy gently sat the Doctor down on the ground before landing herself, Cadence descending gracefully behind them.

Fluttershy pushed a button on her leg. "Twilight, we're in. Now what?"

"Find Thunderwing's power core! Sombra's horn will be floating in the air."

"Locate power core, disable floating horn." The Doctor summarized, more for his own benefit than anyone's.

Cadence idly looked around the room for clues, but she let out a tiny gasp too quiet to be heard. The Doctor and Fluttershy didn't notice, it was so hushed, but they heard the horrifcalyl high-pitched metal shriek and solid thump of Cadence's body against the wall. They turned to see Cadence pinned against a large piece of machinery by some black, purple-accented beast, which noticed them staring.

"What is that thing!?" The Doctor exclaimed.

"Unicronian Anti-body!" Fluttershy answered, eyes going bug-eyed (pun not intended.) "And if there's one, there's probably be more..."

"Well, I suggest we start running before they show up!" The Doctor turned to run away, but Fluttershy gripped him by the arm and held him there.

"No. Autobots never leave a mare behind!"

The Doctor raised an eyebrow, differences in Autobot and pony language causing Fluttershy's exclamation of the mantra to not give its intended message.

The Anti-body, as though obliging Fluttershy, shrieked again and charged at Fluttershy and the Doctor. The Doctor ducked down, sliding on the floor, but Fluttershy converted to beast-mode and scissored the Anti-body's neck with her mandibles, and began to apply pressure to her mandibles to crush said neck.

The Anti-body began shooting off yellow sparks, flailing and trashing about as Fluttershy pinched it, until finally its rune lines quit glowing, and its body relaxed, landing on Fluttershy's underbelly. The Insecti-pony-con pushed the body off herself and rolled back onto her feet.

"Thanks for the save..." Cadence muttered, rubbing her throat to be sure she could still breath.

"What was that?" The Doctor shouted at the gruesome display of violence.

"Sorry. Autobots are taught to fight, not run."

"Yes, well, Doctors- like me, for instance!- are taught to run, not fight, and avoid violence whenever possible." The Doctor griped, standing and brushing his coat off.

"You think you could've reasoned with it?" Fluttershy asked with a hint of healthy skepticism.

The Doctor looked at the dead Anti-body's corpse, which still looked intimidating even in death.

"...No."

Another Anti-body came shrieking into view and body-slammed itself right on top of Fluttershy, pushing her body to the ground. Cadence, returning the favor, blasted the Anti-body off with her magic. While the Anti-body shifted around and righted itself, Fluttershy jumped on top of it, shoved her hoof/clamp into it, and tore out its circuity.

"Bloody 'ell!" The Doctor swore. "That's violent!"

"Sorry..." Fluttershy mumbled, oddly apologetic for this one even though she didn't seem bothered by her brutal takedown of the other. "Insecticon instincts..."

"We need a new plan." The Doctor concluded. "You two stay here and deal with the Anti-bodies. I will go and find the power-core link."

Another Anti-body came flying right at the Doctor's back, and he was only saved by Fluttershy's and Cadence being quick on the draw.

"Okay." The Doctor said, shaking his head at the third, smoking corpse in the room.

"Better plan; we go find the link together, and guard you from any more Anti-bodies that are waiting." Fluttershy suggested. "And, um...please trust me when I say that there is probably more waiting."

Outside, Twilight, Trixie, and Shining Armor continued to fire misamed laser blasts at Thunderwing, though Shining's military training led to him aiming 'correctly' and hitting Thunderwing in the shoulder, powering Thunderwing's ancient engines with the Spark of Unicron again. "Grah! Is this the best you can do!?"

"Shining!" Twilight berated him.

"I can't help it! I'm a military officer! I'm trained to exercise precise aim!"

"Hmm." Twilight grunted, annoyed. Using her magic to disappear and reappear as Thunderwing attemped to crush beneath his fist, Twilight noticed Thunderwing was still hovering over the crater they had found him in.

"...Trixie?" Twilight said quietly to her student.

"Yes?"

"Take note;" Twilight raised her hoof. "The Doctor, Fluttershy, and Cadence are inside Thunderwing and are about to deactivate him."

"Yes..." Trixie nodded, confused at why Twilight seemed so displeased.

"He's flying over the pit...that's full of Dark Energon...which, if he's deactivated, he will fall right back into it."

Trixie looked upwards as she gave this some thought. "Well, that's bad, isn't it? Wouldn't he just recharge and come back more powerful?"

Twilight giggled and gave Trixie a playful bop on the cheek. "You've learned well! Stay here and cover fire with Shining for me while I go get the Crystal Heart."

Twilight turned and ran off, teleporting as she ran to avoid Thunderwing's energy blasts.

"You're leaving us to fight this thing alone!?" Shining exclaimed at her departure.

"Yeah, don't think this means you don't have to apologize to her!" Trixie snapped at him.

"What- NO! I ALREADY DID THAT!"

"Trixie didn't hear you say anything of the sort..." Trixie said in her usual dismissive tone.

"You were enthralled in Dark Energon!"

"All the more reason you should apologize to your sister!"

"I- where's the logic in that!?"

The Doctor kept having to duck so much to keep his head from getting ripped off by an Anti-body, and drop down to the floor to let Cadence and Fluttershy shoot their respective lasers, the Time Lord though he was going to need back surgery when they were done.

"How big is this Decepticon?" Cadence balked.

"You think this is big?" Fluttershy responded. "We should take you to the New York Bay to see Trypticon's body sometime..."

"Trypticon?" The Doctor asked, balancing out on the grates composing the floor. "What's a Trypti-COOON!"

The Doctor fell down off the edge of the grates they were on, just barely managing to grab his hand precariously on the ledge of the steel.

"Doctor!" Cadence exclaimed, rushing to the edge with Fluttershy. "Are you all right?"

"I'm fine, girls!" The Doctor assured them, looking down. Even though the best advice for him would be not to look down. "Although, I think I found Sombra's horn!"

Fluttershy and Cadence extended their equine necks over the ledge to look down, and they saw it- King Sombra's curved, red horn sitting misplaced inside a cluster of Dark Energon that was curly and gnarled even for Dark Energon inside a futuristic furnace, visible through a door with ventilation holes. There was small ring of roosts around the furnace. They were probably used by the Anti-bodies to perch on and use their thin tendrils to perform maintenance on Thunderwing.

The Doctor climbed back up onto the platform they were on, backed away and bent his knees. Swinging his arms to and fro, he got ready to spring off. "I'm gonna jump!"

"Wha- there's no need to jump!"

"Nonsense, Princess!" The Doctor scoffed as he dashed across the platform, He jumped off the edge, his coat billowing out behind, and just narrowly caught his hands on one of the roosts. "Ah-ha! Yes!"

"Doctor, you're with two ponies who can fly." Cadence growled at him, annoyed.

"...Oh...right."

"There was no need to jump!"

The Doctor, ignoring Cadence's lecture about safety, swung from roost to roost, climbing them like monkey bars. He reached up and pulled open the door easily. Cadence thought it was actually rather too easy. Her thoughts were entirely justified when a large swarm of Anti-bodies came flying out of the woodwork – er, metalwork? Whatever. The Doctor made haste and crawled inside, crawling over the Dark Energon spikes in an effort to get to the horn.

Cadence and Fluttershy stared the swarm down, not intimidated by their superior numbers and fired their weapons. They hit some Anti-bodies in the optics, blinding them and preventing them from being major threats, but they were so many of them that they kept coming. One of them got close and managed to whip Cadence in the face but good with its tendril. She punched it in the face before it could strike again.

"Doctor!" Cadence yelped. "Are you okay?"

"I – am – walking -across – crystals...of pure evil!" The Doctor grunted out, reaching from one tip of Dark Energon to the next. "That is...generally..." The Doctor lost his footing, kicking off a small piece of Dark Energon that fell down and bounced on the other, lower parts of the cluster, making clinks that echoed with every bounce that were not reassuring. "Not...in... my definition...of okay!"

"Well, try to hurry it up!" Cadence shrieked as she pounded another Anti-body. "Fluttershy and I can't hold these things off forever, Doctor!"

"Hang on, hang on..." The Doctor muttered at her, reaching up higher and pulling out his Sonic Screwdriver.

An Anti-body wrapped charged right at Cadence and wrapped its tentacles around her neck. Cadence starrted grappling with it, trying to use her hooves to pry the tendrils off. "Doctor!"

"I'm trying! Cover your ears!""

"DOCTOR!"

Doctor adjusted the setting on Sonic by pushing a button. The tip of it opened, revealing the green crystal inside.

"DOCTOR!"

With a heavy grunt of rage, the Doctor aimed the Sonic Screwdriver at Sombra's horn. The Screwdriver let out a sonic pulse that hurt Cadence's, Fluttershy's, and even the Anti-bodies' ears. The Anti-body with its tendrils around Cadence let go and dropped to the floor.

"Right! Got it!" The Doctor reached up and jerked the horn from the crystal depositit. "Oh! Ow! Evil evil evil evil!" The Doctor bounced the horn around in his hands like a game of hot tomato before he raised his Screwdriver and soniced it again, rendering it dormant so he could shove it into his pocket and figure out what to do with it later.

Cadence turned around with an elated smile on her face. "Doctor, you did it!"

"Yay!" Fluttershy said quietly.

"Well... I am the Doctor, after all." The Doctor replied smugly, resting his shoulders on the Dark Energon spikes. Cadence shook her head at his eccentricity.

There was a loud groan and grumble, followed by a thud. It didn't take much to deduce the thud was from Thunderwing clutching his stomach in confusion.

"What's...happening to me!?" Thunderwing exclaimed. The loud metal groans were accompanied by everything around them shifting.

"Why don't we get out of here?" Cadence politely suggested.

"Sounds good to me, Princess!" The Doctor answered. Cadence lifted him into the air with her magic and placed him on her back. She and Fluttershy then turned around and galloped back the way they came, building up speed before they made a running jump to take flight.

Trails of leftover blue magic and orange energy trailed behind Cadence and Fluttershy as they appeared, rushing out of Thunderwing's ventilation.

"Cadence!" Shining exclaimed, waving his hoof for her attention. "You're okay!"

Cadence just smiled at him.

Behind them, Thunderwing's comatose body made a loud rumble as it feel into the crater, knocking up snow and whipping it into a cloud like an explosion.

"YEAH!" Shining cheered, jumping and raising his hoof into the air. "We beat him!"

"Everypony stand back!"

Everypony turned around, and except for Trixie, were confused to see Twilight Sparkle running towards the crater with the Crystal Heart floating on her back.

"Twiley?" Shining questioned. Twilight ran by him, completely ignoring him. Not out of resentment or malice, but simply from being too focused on her task. "What are you doing?...You're going to give that thing the Crystal Heart, are you!?"

Twilight stopped to glare back at him. "Yes, Shining, I'm going to give Thunderwing the Crystal Heart."

"Twiley! You can't do that! I know you're upset about what I said earlier, but-"

"This isn't about what you said earlier! This is about-"

"RRAAH!"

Thunderwing came flying out of the crater. Every last piece of Crystal Pony coat on him cracked, shattered, and fell away, fulling revealing his true form of a large white and green robot, his golden face, and his purple wings. His entire body was engulfed in an aura of Dark Energon, purple fires encasing him, swirling around his limbs.

"I AM THUNDERWING!" Thunderwing proclaimed to them. He raised his claw and made a fist at all of them. "Now, feel the full, raw, power of SYMBIOSIS!"

Twilight, Shining, and Trixie all grunted when they were engulfed in the same Dark Energon aura, made to unwillingly achieve symbiosis with Thunderwing. Eyes burning brightly, they all collapsed and fell onto their sides.

"No!" Cadence exclaimed.

"YES!" Thunderwing replied without really thinking about it, flapping his way out of the crater towards them. His shoulder panels unfolded, revealing the generators inside them again. "I will destroy you all, and then I will find the Matrix!"

Cadence and the Doctor started backing away. The Doctor noticed, out the corner of his eye, the Crystal Heart still floating above Twilight's body. He looked at it, then to Thunderwing. He bumped his elbow into Cadence's knee.

"Princess, I think I know what Twilight was trying to do." The Doctor whispered to her. "We need to get him away from the crater. Do you understand?"

Cadence nodded.

"Good. Think you can, uh, distract him while I get the Crystal Heart?"

"I'll try." Cadence answered. She trotted towards Thunderwing, which made Thunderwing pause, as he was confused why she would suddenly come forward for her doom at his hands. "Hey! Thunderwing! Has anypony ever told you, uh, you, uh..." Cadence rubbed her chin, not sure what to call him that he would actually find insulting.

The Doctor tip-toed cautiously towards the Crystal Heart, trying really hard not to catch Thunderwing's attention.

"Uh...uh..." Cadence continued to stutter. Thunderwing turned his attention away from her, no longer amused by her stuttering, and he noticed the Doctor.

"What are you doing?" Thunderwing flew up and towards up, but Cadence flew up as well and put herself in Thunderwing's way.

"If you want him, you have to through me." Cadence growled at him.

Thunderwing pointed his cannon at her. "With pleasure!"

The Doctor grabbed the Crystal Heart, discovering to his dismay that it was actually kind of heavy for somepony like him that didn't have magic to make it float above him naturally.

Cadence flew away from the crater, barely Thunderwing's laser fire or clawed grabs at her tail. "Come on, Doctor!"

"Right!"

The Doctor ran as fast he could with the Heart weighing him down, following after Cadence's trail in the sky and hoping Thunderwing wouldn't realize their plot and turn around to shoot him instead.

"Right..." Wind whipping her hair into her face, Cadence glared out of the corner of her to gauge how close the crater was to them. Not far enough, so she kept flying. The Doctor kept running as well, and he was really starting to wonder when they would stop, as his legs were getting tired and he soon wouldn't be able to run anymore.

Cadence made another check for distance, and decided they were far enough. She turned around to face Thunderwing again. "All right, Doctor, now!"

The Doctor stopped, spun in place to build momentum, and tossed the Heart into the air. Cadence caught with her magic, and before Thunderwing realized what was happening, Cadence hurled the Heart into the ventilation shaft she had entered and exited out of.

"No!" Thunderwing tried to block it with his hand, but his reaction was just a split-second too late, and ultimately, there was nothing he could do. Thunderwing clenched his claws in pain while Cadence grinned at her victory. Thunderwing dropped to the ground and stumbled on his talons. "I feel...cold. No! I AM THUNDERWING! I AM THE DARK ENVOY!" Thunderwing's chest shifted, revealing a generator just like the ones in his shoulders, though larger. "If I must expend every ounce of energy in my core to defeat you, then so...be...it..."

The generator in his chest began glowing blue, when it probably was meant to glow purple. Thunderwing's red eyes also turned into blue, the Crystal Heart's energies flowing through him in place of his natural Dark Energon powers. Blue light shot from his eyes and his mouth. He clutched his head in pain. "No! NO!"

Cadence and the Doctor raised their respective appendages to block the huge flash of light from the Crystal Heart as it flashed brilliantly, tearing Thunderwing apart from the inside out. When the light had gone, Thunderwing was lying on the ground, his body burnt black and smoldering, the Crystal Heart rotating above him triumphantly.

Now with their source of their overload gone, Shining Armor, Twilight, and Trixie came to, rubbing their heads sorely. Shining quickly noticed Thunderwing and the state of his body.

"...Huh. He shrunk."

"The Crystal Heart made him shrink." Twilight concluded. "At least the Empire is safe now...until the next threat comes along."

Shining glanced at the ground uncomfortbly.

"What's wrong, B.B.B.F.F? We won!"

"I'm sorry!" Shining abruptly yelled at her. "I'm sorry for all those rude, horrible, mean things I said to you at the train station earlier, and I-"

"Shining..." Twilight put a hoof to her brother's mouth. "I forgave you for that hours ago. I just wasn't sure if- if you forgave me."

"Aww...come here, little sis!"

Shining and Twilight engaged in a hug.

"Well..." The Doctor said proudly, watching the siblings hug as Cadence landed beside him. "Now that's a happy ending, don't you think, Princess?"

"It sure is, Doctor." Cadence agreed. Even Trixie seemed to have her heart warmed. She was looking away from everypony and dabbing a tear out of her eye while her mouth made little coo's.

Epilogue:

"So, Doctor," Shining asked as he walked the good Doctor back to his TARDIS. "Will you visit Equestria again?"

"Well, I'm certainly not making any plans for it..." The Doctor answered as he swung the TARDIS' door open. "Then again, I never make plans for any of my visits, so who knows? ...What's that?"

A loud metal tromp distracted Shining and the Doctor from their talk of plans. They turned to see Optimus and Celestia approaching.

"Is-is that Optimus Prime?" The Doctor asked...rather fearfully.

"Yeah. Celestia thought it would be good to introduce to you to each other."

"Oh, well, that's really not nessecary, Shining. Optimus and I already know each other."

"Oh!" Shining perked up. "So you're like old friends?"

"Uh, no. More like a war criminal on Cybertron."

Shining stepped backwards, blindsided. "I-I'm sorry, how are you a-"

"Time traveling ailen, big misunderstandings. No time to explain, maybe later!" The Doctor told him quickly, retreating inside the TARDIS and piloting it to disappear just as Optimus and Celestia arrived.

Shining cleared his throat and tried to pretend nothing was wrong. "Hello, Optimus. Hello, Princess."

"Hello, Captain." Celestia greeted, looking around for the TARDIS. "Where's The Doctor?" She didn't notice Shining trying to cue her not to say the Doctor's name.

"The Doctor?" Optimus inquried. "As in...the last of the Time Lords?"

Shining knew better than to try and con Optimus. "...Yeah, that's the one."

Optimus' expression grew displeased. "You are aware of what the Doctor has done to Cybertron in the past, during the period of the War for Cybertron?"

"...No?"

Optimus made a displeased grunt. "Mmm."

"...Should I know?" Shining asked innocently.

"No, but I will you regardless. Once, there was an artifact of intense power, called the Underbase. The Decepticons and Autobots agreed not to use for their goals, as it would cause too much destruction...but, as always, the Decepticons went back on their word. The Doctor was there, and he made the decision to send the Underbase into space, and destroy it." Optimus answered.

"Sounds like the choice you and Celestia would make..." Shining muttered.

"But the choice was not his to make, and that is his crime. If the Doctor should return to Equestria, I would like him turned over to the Cybertronian court to be given a trial proper."

Optimus turned to Celestia, and it was clear he himself was not happy about what he was going to say. "And should he return, I will have no choice to charge the Equestrian Government with aiding a war criminal."

Celestia nodded somberly and saluted. "Understood, Your Primeship."

"You've really got to see this." Cadence assured Twilight, helping the Terrorpony up the naturally formed ice sculpture. "It's beautiful."

"I don't see how a sword could be beautiful." Twilight responded.

"Oh, trust me, Twilight." Cadence answered. "You will when you see it. I don't even think Optimus could lift it. It's nearly as big as him!"

"I don't know...Optimus is pretty strong." Twilight mumbled, looking around for the sword Cadence had been gushing about since they beat Thunderwing. "...Where is it?"

"Where's what?"

"Where's the sword?"

"It's right-...here!" Cadence looked up and her jaw dropped.

Inside the glacier, there was nothing. Unless the huge gash in the ice where the sword used to be.

"It- it was right here!" Cadence exclaimed.

"I believe you, Cadence, but whatever was here, it's gone now." Twilight said, turning and walking away. Cadence felt devastated. That sword was so pretty...Twilight and Shining should've gotten to see it.

Perhaps if she had looked up instead of drooping her head low as she walked away, she would've noticed the shadow atop the glacier, holding that very sword in its hands. The shadow turned and ran off, its footsteps echoing like a Cybertronian's, but Cadence still didn't notice anything.

Meanwhile, at the Autobot base, Trixie was on the phone, making a call on behalf of her new, unexpected friend.

"Yes, hello...my name is Trixie. Is this Sparkplug and Son Salvage? It is? Oh, good. Yes, yes, Trixie has a job for you."

Trixie sighed.

"Yes, Trixie has a penchant to refer to herself in the third person. Anyways..."

Trixie took another glance at Thunderwing's remains, dragged in through the Bridge with an invisibility spell cloaking it at first, before Trixie dispelled it.

"Trixie and her friend have a scrap job for you..."