Infiltration

by Darkryt Orbinautz

Rating: teen
Tags: Adventure, Crossover, Dark
Length: 27877

[i]"I'm sorry, but there are some things you just can't fix."[/i] In the aftermath of the New York Decepticon Massacre, there is an alliance of peace between the Cybertronians, humans, and Ponies, but it will fall apart when some

"I'm sorry, but there are some things you just can't fix."

In the aftermath of the New York Decepticon Massacre, there is an alliance of peace between the Cybertronians, humans, and Ponies, but it will fall apart when some new players enter…

A continuation of my old "Friendship Is Magic: Prime" stories, taking inspiration from the IDW-Verse and dealing with a Cybertron without war.

Awesome cover cobbled coherently by Pudgemounian/Pudgemountain. Later edited by myself for extra awesomeness, using lyrics from the Protomen - The Will of One

Was going to be two stories complied into one, but plans changed.

Published 1970-01-01 00:00:00 UTC
Last updated 2013-06-24 23:10:39 UTC

Prelude: This Is The Story...

Darkryt Orbinautz presents...

This is the Story...

Out in the country side, Apple Bloom, a full-grown mare, sat on a log, a bandana around her neck, showing her leadership of the group of assembled fillies before her. On the logs besides were Sweetie Belle, Scootaloo, and three human woman who looked suspiciously like Apple Bloom, Sweetie Belle, and Scootaloo.

In the group of assembled fillies were a ragtag mismatched bunch of misfits, an equal mix of human and ponies, sent to Apple Bloom's Gender-Neutral Scouts to whip them into shape. That didn't mean Apple Bloom couldn't have some wholesome clean fun with them, though, as they were doing now, waiting for a friend Apple Bloom had called.

"When is he gonna GET here?" Nyx, a black winged unicorn bemoaned. She was the daughter of Luna and Pipsqueak, and Pipsqueak had sent her there for her to 'build character'. In this day and age, a unicorn with wings was nothing to gawk at anymore. Back in the day, if a unicorn had wings, or a pegasus had a horn, it was a cosmic occurrence, a breaking of reality that held staggering consequences and implications...

Now it's just kinda "Meh. Whatever." thanks to the revolutionary actions of Sunset Shimmer.

Apple Bloom chuckled, reminded of her own impatience when she was Nyx's age. "Be patient, Nyx. They're old, and they need their time."

Nyx was about to complain about Apple Bloom inviting 'boring old people' down to their campsite, but was interrupted by the sound of brakes being applied. They turned around to see what appeared to be a large, rusted garbage truck coming to a stop not too far away from their campsite. The truck's door opened, and Apple Bloom rushed over to help the driver out. It was only naturally, she'd want to help, after all.

Her sister Applejack had been having worse problems at the age she was now than Granny Smith did when Apple Bloom was Nyx's age. But even though Applejack required the use of a walker (and a hearing aid, and a pacemaker, and a rather bizarre electric tag in her ear that shocked her when she forgot something...) Applejack's pride refused to let Apple Bloom be of aid, though Applejack successfully passed it off as not wanting to 'burden the youngster'.

"Still as stubborn as ever, huh, A.J?"

"And proud of it!"

Shortly after Applejack got out of the truck, a hair-bun sporting Pinkie followed suit. Pinkie's mane seemed to have gotten poofier over the years, despite, or perhaps because of her age. Next was Rainbow Dash, whose athleticism paid off in the long run. Despite some wrinkles here and there, and her hind legs being unusually thin, she didn't seem that bad off. They were followed by Fluttershy and Rarity, both of who had their cheekbones pointing out from attempts at keeping their natural beauty. Rarity was always vain, but Fluttershy seemed to catch down-drift of Rarity's vanity as she slipped into her older years.

Last, but not least, exited Twilight Sparkle, who was wearing reading glasses all the time now to compensate for some minor vision loss. Her left wing was a lavender pegasus wing, but her right wing was a bony mess of an appendage that was bigger than any regular pony needed for their wing size.

All the scouts gasped and oohed.

"Isn't that yer sister Applejack?"

"I heard Rainbow Dash was the only pegasus to perform a Sonic Rainboom for the first time in a thousand years!"

"Wasn't Fluttershy turned into an Insecticon hybrid?"

"Quiet down, little ones." Twilight instructed all of them, her voice naturally sweet, but with the demands of a strict librarian in it. The scouts obeyed. "Yes, all those things are true. But they're not what we're here for, are they girls?"

Rarity, Fluttershy, Rainbow Dash, and Pinkie all shook their heads. Applejack said nothing, having forgotten the last word Twilight said as soon as she heard the first.

"No, no no." Twilight tsked, shaking her head. "We're here to tell a story from the past, isn't that right, girls?"

Fluttershy, Rarity, Rainbow Dash, and Pinkie all nodded. Applejack did nothing, having forgotten the last word Twilight said as she soon as she heard the next.

Nyx raised a hoof. "I have a question!"

"Yes, little one?"

"Why do you have an Alicorn wing on your left, but a bony wing on your right?"

Twilight scowled slightly, showing her distaste for the word. "Please don't use the term 'Alicorn' near me. As for my wings, it was part of a...an experiment gone awry. I'd rather not talk about it."

Twilight turned towards the truck. "I'm sure he'll be more than happy to tell you, though."

"The truck?" Nyx questioned. "How? That thing's more rusty as my dad's-"

"Nyx!"

"Listen here, you little twerp..." Rainbow Dash said, stalking forward with the intent to kill.

"At ease." A deep voice boomed from the truck that practically oozed age. Rainbow Dash obeyed like a well-trained solider following commands from its superior, and she dropped to her haunches.

All the scouts were surprised.

"Did that truck just talk?"

"How? It's so...rusty."

Just as all the scouts were overcoming their awe at the truck talking, the truck turned and drove towards them- entirely of its accord. It began shifting, panels breaking off its chassis and rearranging themselves. The front wheels folded into its back, the dump truck's tank turning into a set of metallic smooth wings, and a silver face ensconced in a blue helmet appearing above its black windows. Despite its rust, despite its old, worn-down condition, its transformation was quick, strong and proud. Even the bit at the end where the forming titan unsheathed a block that converted into a giant-sized cane. His waist made a weird noise that startled the children, but Twilight recognized it as the sound of his old engine backfiring.

"It's..." Nyx stuttered. "It's Optimus Prime! I just called Optimus Prime rusty! I just called one of the greatest hero's ever rusty!"

"At ease...Nyx, was it?" Optimus told her, standing his cane firmly on the ground. The impact of the cane hitting the dirt was brutal enough to let all the human teens and pony fillies there know that even with rust in places he didn't even know he had, Optimus Prime still had the chops to whup their Cutie Marks into line. He began scanning faces in the crowd.

"I see, Nyx, Quintus...Nyx, who were your parents again?"

"Pipsqueak and Luna."

Optimus frowned. "Pipsqueak?"

"What?" Nyx asked before realizing what had him upset. "Oh, pfft. Pipsqueak is a grown stallion. He can make his own decisions."

Optimus continued scanning, noticing Quintus Blitz hugging his mother, the son of Rainbow Dash and Quint, named after both of them. Being part 'Earth-horse', Quintus brain worked in a funny way, on a higher level than most 'non-talking horses who don't get Cutie Marks' but still below that of an Equestrian pony. Quintus didn't mind. He appreciated the finer things in life. Like pigging out on hay.

Optimus then noticed a human face that made him frown, a face that rubbed her arm nervously and returned that frown.

"You...you are the daughter of Sunset Shimmer, aren't you?"

She shamefully nodded, admitting her relation to the great criminal of her time. Optimus pressed on and ignored it, deciding not to hold her responsible for the actions of her mother.

"Now, are there any questions?"

At once, Optimus was bombarded with eager, curious questions from the young children who yet to experience the world, who had never gone out and used the Matrix to save planets, who had only heard Megatron's tyranny in bed time stories meant to scare them into behaving. (A practice Optimus disagreed with.) But he dealt with each and every question masterfully.

"Are you Twilight's Very Special Somepony?"

"No."

"Why are you all rusty? You're a robot. Can't you get replacement parts?"

"Yes...but the universe, is in harmony. My Spark, is at peace. I am ready to fade to gunmetal grey, and rust away into obscurity...but my time has not yet come, so I will share my stories while I can."

Twilight giggled to herself. "You're never going to be obscure, Optimus..."

"Is it true you got a kiss from Princess Celestia on your cheek?"

Optimus's eye turned away at this question. He still didn't like discussing the first time he and the Ponies celebrated Christmas together. "Her Majesty...was not in her right mind."

"So she was drunk." Nyx commented, to Apple Bloom's horror.

Optimus' optic enlarged in zoom on the black filly. "You know a lot of things a filly your age shouldn't, don't you?"

"Yeah, well...what are you gonna do?" Nyx shrugged. She got right to business. "Tell us a story! And not a happy story, either, like if you ran into a tower only to find Princess Celestia was in another castle." Nyx made her clear her distaste for happy stories. "Tell us a sad story!"

"Yeah!" All the other scouts began expressing approval for this idea.

"Very well." Optimus conceded, even though he had no fond memory of anytime he was sad. He sat down against the grass, laying his cane to rest. Slowly, to make sure he didn't crush something. A butterfly flew in front of his face, which he was distracted by before returning his gaze on the children. "I have just the one. Twilight Sparkle, if you would...?"

Twilight got his meaning and nodded. She pointed her horn at the ground, and beam of light came out of it. As the beam shone, all the scouts heard a terrible sound coming from it. A high-pitched whine that hurt the sensitive animal ears of those who had them, followed by a deep groan like a god bemoaning his fate, and his pain.

Nyx, fearing for her life, hugged Quintus for protection, who didn't think much of the sound, but he returned it gleefully, always liking a good hug.

"What was that?" Sunset Shimmer's daughter asked, fingers to her mouth.

"That, my little ponies and humans..." Optimus answered happily, a smile on his face, rather cheerful about the dark matter he was about to relate to them, and the tragedy of the story that was about to unfold. "Was the sound the world made...just before it ended."

"I am going to tell you the story of how the world ended."

Although that was right up her alley, Nyx saw the logic flaw in this and decided to call Optimus out on it. "If the world ended, how can we be here for you to tell us a story about it right now?"

Optimus then gave Nyx the proverbial slap into her place. "Perhaps if you would allow me to tell it, you could learn."

Nyx 'ooh'ed at her mistake, shut up, and sat down, as did the rest of the scouts, eager to hear the story from old, wise Optimus.

The story of how the world ended...

Other Visits

Darkryt Orbinautz presents...

Friendly feuding escalation

Leading into

Our ruination

You've been beat by

Infiltration

In the ashes of - our devastation

You'll turn and see

Your revelation!

"Welcome to –

The New Nation!"

Friendly Sibling escalation

Building up to

Our ruination

Accept the ashes of

Your devastation

A trifecta beat by its

Infiltration

It's time to enter

The new nation

Don't turn your head; it won't give you

Your Revealaaaaatttttiooon!

Revealaaaaatttttiooon!

INFILTRATION

Act -IV (Negative Four)

Story 1

Other Visits

Synopsis:

A dimensional portal leads to a new kind of 'Con appearing to plague the Autobots.

The scene was rocky. The terrain was bare of plant life, with only the most sturdy, arid flora able to stand the dry, dry conditions. Rock formations of all shapes and sizes were visible for miles. Some of them weren't naturally, and were put there for a purpose unknown to the local, shiny beast combatants. The mystery filled them all with a sense of dread, knowing there was something here, yet not here. Something near, yet far.

It was several million years ago to Twilight Sparkle in this rocky, jagged piece of land. Except it wasn't.

In fact, here, not only had Twilight Sparkle never existed, but she also never would.

High above the sky, a swirling blue portal...er, swirled. Excess energies built up beyond the portal's ability to contain were discharged as bolts of cyan lighting strikes, which struck places lightning shouldn't -and in some cases, couldn't. It hit the ground, it hit the same place not just twice, but even so many as six times.

The local combatants mentioned above were present beneath this unstable portal, fighting over control of it. Whether to protect those here, and those yet to come...or use it to destroy those very ones yet to come.

The smooth-skinned apish leader of the faction intending to protect struck a decisive blow against the shiny Tyrannosaurus Rex leader of the faction whose intention was to destroy. He attempted to get up, refusing to be defeated and let his plans lay to waste, but the protector stomped him back down.

"No. NO!" The tyrannosaurus Rex hissed. "I will claim this portal, and with it, victory over not only this battle, but the entire Beast Wars!" The dinosaur stood up, and his waist rotated, his head furling against his back as his body shifted and converted to a much larger, imposing form.

"Guess again!" The blue gorilla growled before punching the Rex in the face, knocking him off his clawed feet. The portal began to suck T. Rex in.

"No! NOOO!"

Another fighter in the fray noticed. A pointy purple robot with features like an arachnid. "I'll save you, 'Master'! Hehehe..." He fired a string from his wrist. The string was small, thin, but strong, and practically translucent, barely visible underneath the dark lightning of the portal. It attached to the Rex, but rather than pull him back down, it dragged the spider along with him.

They flew up around in circles, being sucked into the chaotic portal like it was a black hole bent to consume them all. The Master and his spider-friend were sucked up in it, and made to disappear. The portal surged and crackled, energy reaching critical mass from the absorption of Transmetalized metals...

The remaining combatants raised their arms to shield themselves and brace for impact, sensing a volatile, violent reaction from the portal any second now.

But it never came. Instead, the portal stabilized and dissipated before their very optics, completely disappearing and leaving no trace it was ever even there. Energy signatures quickly dropped the thing from their radar.

The combatants stared, awed, unable to grasp the full reach of the very bizarre thing that just happened.

Meanwhile, on a much further advanced Earth, two creatures known as Little Ponies walked along the empty desert road of the city of Jasper, engaging in small talk about human political policies, and just how strange, odd, and just plain inefficient they were when compared to their home of Equestria. On Equestria, everything ultimately submitted to the iron will of the Princess, no matter how much independence they enjoyed, or how little they valued the Princess' own opinions.

"So you agree with the haters about this?" Rainbow Dash, the cyan coated one, raised her eyebrow at her friend, the yellow Fluttershy.

"No, no." Fluttershy insisted, answering in her usual demure tone that was barely above a whisper at the best of times. "I just mean I understand why they think of the issue the way they do."

Rainbow scoffed, arrogant and sure of her own opinion being the 'correct' one as usual. "You know what these humans should do? They should get themselves a Princess. None of this 'Parliament' or House of Representatives nonsense. Get a Princess to dictate everything. That'll solve the problem!"

Fluttershy looked down, disagreeing with Rainbow's aggressive philosophy, but not aggressive enough herself to voice her dissent with Rainbow's delusion.

Before they could continue walking, before Fluttershy could unwittingly take more of Rainbow's verbal abuse, and before Rainbow Dash could unwittingly deliver said abuse, unfamiliar energies began swirling in the area around them, and the two Pegasi flexed their wings out, trying to use their pegasus magic to detect what dark spell had been cast. Even though the wings were where pegasus magic was gathered at its strongest, they detected nothing, despite the physical evidence that said very much otherwise.

"Okay, Fluttershy." Rainbow Dash concluded. "Insecticon mode."

Fluttershy nodded. Pulling out a white tiny gem from her wing, she smacked with her hoof, and in a flash of green light not unlike that of a Changeling, she was standing in her slightly-taller than Rainbow, armor plated, half-Insecticon hybridized form. (It's a long story. Well, not really. It's actually very short; Fluttershy had been turned into an Insectiponycon, but anyways...)

"See anything on your sensors?" Rainbow questioned, preparing, ready, and eager to fight.

"Lots of Energon." Fluttershy answered. "But there's something...strange about it."

"Strange how?"

"It's almost like it's...I know this goes without saying, but it's like it's alien!"

Before Rainbow could grill Fluttershy as to how it could have been alien, when Energon by its very nature of being fuel from a far-off world was alien, the blue energy swirling began to reach a peak. Gathering together and coalescing into a huge portal, as deep, dark and uninviting as a super-massive black hole in space, sucking in every space ship and transport cruiser that was unfortunate to stumble upon its location...

"What is that!?"

"Why would you think I know!?"

The portal began throbbing, pulsating as it directed its unknowable energies to its mysterious purpose. Rainbow and Fluttershy could only stand there and watch, as the power surging through and forth came to a head and proceeded to...spit out two purple Cybertronians that fell to the ground. After each of them landed with a hard thump and a loud grunt, the portal disappeared in the blink of an eye, as if it itself knew just as much as Fluttershy and Rainbow did about what it was doing.

The two ponies exchanged looks with each other, before galloping towards the two downed Cybertronians.

"Mmm." Rainbow hmmed at them, she and Fluttershy circling around the two robots less like herbivorous ponies and more like carnivorous lions. "Too small to be Autobots...too big to be Mini-Cons..." Rainbow observed.

"Kinda organic-looking..." Fluttershy muttered. She gasped quietly, thinking that she might have just been presented with the opportunity to talk with more technoorganic hybrids like herself. Her friends were always such good listeners, but there was something special, precious and unidentifiable about talking with somepony who was the same.

The smaller of the two groaned and put its claw to its head, and pushed himself up. As Rainbow had observed, he was much too small to be an Autobot, yet too large to be a Mini-Con...

He was purple and dark, dark blue. A much darker blue than Shining Armor's mane or Optimus' legs. It was almost intimidatingly dark, like it was without a soul or emotion to its name. His head was smooth and round, except for the two horns on it, and the six mandibles forming its mouth. His face was barely more than said mandibles and an yellow visor. The exact shape and size of his blue parts on the chest kinda looked like tough guy jacket, giving the feeling of a biker from the robot.

He seemed quite startled at the sight of Rainbow Dash and Fluttershy, like they were something straight out his darkest dreams and worst nightmares. Scrambling to his knees, fearful for his life, he put his hands together and made some sort of cross sigh at them, crawling on his thighs away from them, Jasper's distinct empty dirt leaving a record of his crawling that would last forever...or at least until Rainbow came forward and swept her hoof over the dirt afterward when this interaction was done.

"Begone, pony creatures!" The spidery-robot hissed at them, spider legs on his back arching over his shoulders, like scavenging crabs prepared to defend themselves. "You will not take my Spark to your Pit of Rainbows!"

Rainbow and Fluttershy looked at each other and exchanged befuddled giggles. They could at least gather that, for all their oddities, these two were certainly Cybertronians, given their use of terminology like Spark and the Pit. (...of Rainbows!)

"I've read about you!" The spider-bot hissed, unaware his unconscious companion was now returning to his senses. "Pony-Creatures! They drag off the Sparks of the Wicked and the Wild to their Pit of Rainbows for horrific, flowery punishments at the hooves of Breezies!"

Rainbow Dash and Fluttershy exchanged glances, and light, soft giggles in their confusion. "Breezies?"

"Pit of Rainbows?"

"We're not going to drag you to a pit full of rainbows." Fluttershy assured the spider. Then she noticed the other robot rising and turned to him. "We won't drag you down either."

The second robot made a surprised expression, having been out too long to hear the conversation. It was understandable that he would be confused when that was the first thing he heard when he woke up.

He was much larger and more bulky than the spider, though still too small for Autobot sized. He could reach Arcee's knees, at the least...but one of his arms was clearly wearing a tool that ended in a vice that extended his reach, so that may not have counted for much. His shoulders were bulky, and his feet were reptilian, and there was a pointy bug-like symbol in the crest of his helmet. He was mostly purple, with a grape-like face, and a lots of brown on him as well.

Fluttershy took a particular eye towards the symbol in the helm, completely unfamiliar with it despite all the research Ratchet would let her eavesdrop over. "I've never seen that symbol on your helmet before. What is it?" Her voice was bounding with innocent curiosity.

The larger robot turned to the smaller, who shrugged.

"Mm.." He noted, taking in his surroundings and standing up on his feet, which made him stand considerably taller than Fluttershy was comfortable with. "I am, uh...Joe. Yeeesss. And this is the...flag of the, uh..."

He looked up, and saw the beautiful shimmering stars in the quiet Nevada night, and had an idea. Thinking the name of ancient, powerful Decpeticon warriors, he put their name together with the stars and came up with a new name on the spot.

"The Star Seekers! Yeeesss." Joe rasped.

"Uh, we met the Star Seekers?" Rainbow questioned. "And I don't know what you are, but you're definitely not them."

Joe was quick and smooth to dismiss this, as he was particular good at doing when came to making people believing his fat stinkin' lies. "Erm. Same name. Different organizations." He looked to the spider, forced his arm under the spider's soldiers, and lifted him up to his feet against his will. "And this is my faithful companion, Alec."

"Oh, please." The spider muttered, looking away from Joe and the ponies both.

"We are an...exploration group!" Joe told them, a brief pause in his speech that more manipulative ponies like Twilight or Rarity would easily detect for what it was; a pause to think of a lie. However, Rainbow wasn't that observant, and Fluttershy was too trusting. "We scrounge around the cosmos, looking for artifacts!"

Rainbow and Fluttershy exchanged happy looks.

"Artifacts, eh?"

"I assure you, we have no shortage of those for you to find and dig up!" Fluttershy told them.

"Let's get these guys back to base." Rainbow ordered, turning around to lead these two new diggers back home. "Optimus and Ratchet would certainly appreciate more rats to send out for when they locate Iacon Artifacts!"

After the two ponies walked away some distance, the two so-called Star Seekers could talk freely amongst themselves.

"Alec!?" Alec exclaimed. "What kind of Predacon name is Alec?"

"Star Seeker." 'Joe corrected. He leaned in close, intimidating the spider back into his place- beneath his thumb, and under his control. "Do not question me, Tarantulas." The larger one snarled, speaking with his usual sense of melodrama and boisterous speech. "If I had wanted, I could've just as easily convinced those organics that you were a criminal and I was an Imperial Peach Marshall chasing you. And yet, I did not, because you are still useful to me."

Tarantulas backed away, shoulders going limp in defeat and looked down in acknowledgment of the truth in his master's words. It was hard to deal with the irony, as 'Joe' was just as much as a criminal as he was. "Yes...that is true."

"Good."

Tarantulas's visor darkened briefly, doing the closest as a robot could to blinking as he took in his defeat. "What is your next command, Mighty Megatron?"

"It's 'Joe'...for now." Megatron corrected, adding in a low growl. "And for now, we do as these brightly-colored four-leggers ask of us."

"Mmm. Yeeesss..." Tarantulas hissed, cribbing Megatron's schtick. His earlier fear of being dragged into a rainbow-filled pit had prevented him from taking notice of Fluttershy, but now that he was calm- as calm as he could ever be- he became quite interested in her technoorganic properties.

"Mm. Interesting, she's part organic, yet partially Transmetalized. I wonder if she knows as much..."

"What are you blabbering about?" Megatron snarled.

"Nothing. Let us follow." Tarantulas stepped forward and took the lead, walking towards the ponies before they noticed the two of them had yet to follow. Megatron grunted, not convinced of Tarantulas' motives.

Rainbow Dash and Fluttershy, quite a few steps ahead of the two robots by now, felt a lack of the shadowy feeling of metal they were so accustomed to when a Cybertronian was with them, and turned around. "Hey! You coming?"

"Erm, yes!" Joe reassured them, raising a finger. He bent down to whisper harshly in Alec's ear. "Beast mode."

Joe's right arm, the one with the vice, stiffened up, and his entire waist turned sideways, a shiny metal dinosaur head furling out from his back as he converted, turning into a metallic T. Rex. Alec's transformation scheme consisted of him getting down on his stomach and the arachnid bits hanging off him being put to use to turn him into an equally-shiny spider.

Fluttershy's eyes lit up brightly, quivering, elated at the sight, much to Rainbow Dash's confusion. "You have beast modes!?"

"Yes." Joe said, tromping towards them with a sort of professional strut to his walk, like he was a rogue, but knew how to behave in an upper-class society. "We have beast modes."

"Oh, I can't tell how excited I am to somepony to talk to! I'm a techno-organic, so it's hard to relate..."

"Sorry to disappoint you, dear," Alec said, but there was little sympathy in his voice. "But we're wholly mechanical. We just look organic."

Fluttershy's features drooped. "Oh...okay." She turned away from them, scuffling her disappointed hoof in the dirt. Rainbow Dash had her amused gaze fixed solely on Joe's reflective snout. As Joe and Alec approached, Rainbow Dash looked up at Joe's face and giggled.

"What is it you find so amusing about me?" Joe inquired.

"Sorry. Just...your snout is incredibly shiny. I mean, look at that." Dash flapped her wings, propelling her upwards, and touched her nose to Joe's. "It's almost hypnotic, how shiny that is. I know another guy- an Autobot-" Dash didn't catch the curl in Joe's lips at the mention of Autobot, "That turns into a ...a much bigger T. Rex." Dash boasted gleefully, crossing her front legs as she got out of Joe's face.

"Ah!" Joe raised one of his stubby claws to object. "It's not the size, my dear, it's how you use it."

Dash was dumbstruck by Joe's objection.

"I told you." Fluttershy said quietly with a smugness usually reserved by Rainbow Dash herself. "I keep trying to tell her that, but she wouldn't listen to me." Fluttershy whispered to Joe, who nodded.

"Let's get a Bridge going for these guys." Rainbow insisted, trying to steer the conversation away and shrug off the fact that somepony else with no insight into their friendship with each had just unabashedly agreed with Fluttershy's advice over hers. She pushed her hoof to her ear. A click beep-beeped out from her ear. "Yo, Ratchet! We have some 'bots here who could use a place to crash and R and R... what makes me so sure? They just dropped out of the sky from a blue portal, that's what makes me sure! THANK you!"

Rainbow Dash pushed her hoof against her ear, causing another click. She was hanging up on her call. "Eeesh...Ratchet's not so sure about bringing some new guys in, but what does it matter? Everypony on Earth already knows where their base is anyway...besides." Dash turned towards Joe. "We can trust you not to make a ruckus in the Autobot's hometown, am I right?"

"Of course..." Joe said suavely, waving a claw.

A sudden whir of energy startled both Alec and Joe, and they each stepped backwards when a huge, swirling green portal not unlike the blue portal that brought them here materialized before the group. The difference being the energies swirling in the green portal were pink and light, while in the blue one, they were black and dark.

Fluttershy, always ready to play the role of 'mama', spoke soothingly to the terrified Star Seekers. "It's all right. This is just a GroundBridge. It's used for travel over long distances. It won't hurt you, okay?"

"No, no, of course!" Alec insisted, raising mandibles in the eye. "Er, since it looks so similar to the blue portal that brought us here, we just assumed..."

"Oh, I understand." Fluttershy assured him. She jerked her head towards the portal. "But come now. I'm sure Optimus will be pleased to meet you!"

Joe became awed, staring off into space, transfixed at something. "Optimus...Prime?"

"I, um, don't know any other ponies named Optimus..."

Joe smiled maliciously, the teeth of his dinosaur mode showing in full view, giving off an evil aura all around him. "YES! Let us away, through this...what did you call it?"

"GroundBridge."

"Through the GroundBridge, Taran- Alec!" Joe put his claw to his mouth and cleared his throat. "Let us away!"

Fluttershy and Rainbow Dash stepped, closely followed by an increasingly excited Joe and as always disdainful Alec. To the pegasi, the journey through the dimensional currents of the Bridge, the light green road that twisted through dimensions, was familiar one by now. But to Joe and Alec, it was a surreal experience. Perhaps not entirely because of their unfamiliarity with the Bridge, but because they were looking forward to what was on the other side...

After a relatively brief time through the Bridge's atmosphere, which was actually quit relaxing when Decepticons or out-of-control Dark Energon-fueled machines, they stepped out into the Autobot base.

Joe's reptile eyes quickly set about scanning the room, like he had never been in an Autobot base before, and wanted to memorize every minute detail about it. He and Alec appeared quite intimidated by the physical appearance of Team Prime. Fluttershy didn't notice Joe looking down at the Autobot symbol in the floor and growling at it.

The white robot monitoring the obviously advanced computer turned to Fluttershy and Rainbow Dash, still upset and seeing their new friends as potential enemy agents. Red and blue Optimus, blue Arcee, and yellow Bumblebee, gathered around to greet their visitors.

"Hello." Optimus was the first to start the welcoming. "I-"

"Am Optimus Prime, leader of the Autobots." Joe said quickly. Perhaps a bit too quickly. "And...that white one crowing over the monitors is Ratchet...but I haven't such lucky guesses over the rest of you."

Ratchet seemed quite offended that his daily monitoring would be referred to as crowing.

"These are Arcee and Bumblebee." Optimus answered, gesturing at each of them in turn. "How do you know my name?"

Joe looked upwards, his red optics narrowing at Optimus with a hatred that was enough to keep an Equestria ice spirit fed for a week, if not more. "Some...light reading I did."

"Mm." Optimus noticed the contempt in Joe's tone, but he wasn't so impolite as just walk up to someone and say "Hey, I think you hate me, don't you?" so he left it alone. Optimus started gesturing around the room. "Well, also with us are Twilight Sparkle, Pinkimenia, and Rafael."

Sitting at opposite corners of the room, hiding and letting the natural light bend the shadows in such a way that it could hide them each from the social situations they both preferred to avoid, Twilight was reading a book and Raf was fiddling with a tool. Pinkimenia, better known as Pinkie Pie, was sitting on an elevated platform used for eye-to-optic interactions with the Autobots, tapping her chin in thought, thinking silly Pinkie Pie style thoughts about things that really didn't need that much thought devoted to them.

Twilight was in a corner because, although she was now on good terms with the Autobots, humans were still targets of her ire. Raf was fiddling with some sort of toy of his, taking a screwdriver to what appeared to be a scale-model catapult.

Twilight briefly raised her head from her book in acknowledgment of their guests, but Alec caught her eye, and she caught his. Their gazes lingered on each other much longer than they had any business being. Alec converted to robot mode and walked around the edge of the floor's Autobrand, visor still on Twilight. They both shook their heads and returned to what they were doing, putting their respective appendages on their heads.

"Well, that was weird..." Twilight said to herself quietly. "Almost like symbiosis, but not..."

Symbiosis was a little-understood process that was engaged in by Cybertronians and Ponies alike that had an evil substance known as Dark Energon infused into their respective bloods. Exactly how it worked wasn't clear, even to Ratchet, for all the tests Twilight let him perform on her in the name of science, but those basic facts were undisputed. But Alec didn't have Dark Energon, or Twilight's horn would be making sure everypony around knew it as well...

"Well, that was certainly an interesting experience..." Alec muttered.

Rainbow Dash, failing to see any point in her continuing to stick around with Joe and Alec, flew up and landed over at Raf's corner, where Raf nervously glanced up at her before taking his catapult and scooting away from her.

"Aw, c'mon!" Dash chided, trotting over and putting her equine neck over Raf's hair, which was more like a mane of leaves. "What'cha you got there?"

"Toy catapult..." Raf muttered. "You-you wanna see?"

"Sure!"

Raf lifted up the catapult up, which despite the fact parts where scattered everywhere, was still functioning, and he fired it at Rainbow Dash's nose. The toy boulder bounced on the bridge of her nose before falling to the floor and rolling away from her hooves lazily. Dash burst into insensitive laughter.

"Are you serious!? You call that a catapult!? That thing couldn't hurt a fly!" Dash fell onto her back, hooves kicking.

Raf turned away, trying not to let Dash get to him, but Pinkie Pie noticed and was on them both in seconds. That was in fact how long it took her to get from where she was to the both of them.

"It doesn't have to hurt a fly, Dash." Pinkie said with a scolding tone of a doting mother. "Raf has fun playing with it, and that's all that matters."

Dash's laughter abruptly stopped, and she looked confused at Pinkie's defending of Raf. "O...kay." Taking the hint she said something she didn't mean to, Dash flapped her wings and flew away.

"Don't worry, Raffie." Pinkie said encouragingly, pulling the human boy into a hug against her chest. "Auntie Pinkie's gonna protect ya!" She ruffled his hair.

Raf wasn't sure what to think. He didn't think he needed another guardian besides Bumblebee, one to deal with emotional threats while Bumblebee dealt with physical ones, but Rainbow Dash had been bothering him, and a hug from Pinkie always felt nice... Raf wondered if maybe she had some sort of secret technique to make her hugs better anypony else. It certainly wouldn't be surprising, given the way Pinkie's mind, uh... 'works'.

Alec turned towards Fluttershy. "Uh, excuse me, Fluttershy, but I was wondering...are you aware you're partially Transmetalized?"

Fluttershy made a curious squeak. "Oh! Transmetalized? No, no, I...I never heard that term before. What does it mean?" Fluttershy's eyes lit up light a night lamp. "Is like being a techno-organic? Are you techno-organic Transmetals?"

"Er, no. Sorry. We're Transmetals, but we're not techno-organic. We merely look organic." Alec flexed his claw. "Anyways, particulars of being Transmetal is having a vehicle mode...a loose one, mind you. It's not much more than simply having wheels under your legs."

It was clear by now to anypony with half a brain cell to go between them that Joe was upset at Alec explaining to Fluttershy the finer workings of this mysterious Transmetalization. Fluttershy herself was disappointed that she didn't actually have fellow techno-organics to talk to.

Joe draped an arm around Alec's shoulders. "Alec, why don't you go talk to one of the other ponies? I'm sure your scientific knowledge would be just as entertaining to any one of them..."

Alec saw right through Joe's ruse. Joe was trying to drive Alec away so that Alec couldn't explain more to Fluttershy, as part of another one of his ambitions plans. Alec played along. "Yes, of course, commander!"

Twilight got up and trotted towards the elevator that led to the roof of the base. Alec noticed this, and converted into his vehicular mode- no doubt to teach Fluttershy while escaping Joe's suspicions. As he said, it wasn't much more than wheels under the legs, as his spider legs curled up and stiffed while a tiny wheel unfolded from his mandibles. The back end of his abdomen sprung out and twisted, turning into a large hind wheel. Being a motorcycle, vehicles well-known for their tendency to be as obnoxious as possible, Alec had no trouble accelerating up the stairs so fast it was like he glided over them. He pedaled as fast as he could to get into the elevator with Twilight before its doors closed.

"Wait!" Alec called as he drove in, converting to robot to stand next to Twilight. Twilight whinnied as the doors closed in, locking them in together and sealing them off from the rest of the outside of the base.

Alec watched with rapt attention as Twilight used her magic to push the elevator's buttons.

"What floor do you want on?" Twilight questioned him, doing nothing to hide her displeasure that he -a newcomer Fluttershy had dragged into the base- had followed her in here.

"Whatever floor you're going to." Alec humbly answered, placing a claw over his green-spotted chest. Twilight rolled her eyes and scoffed.

"You're one of those..."

Back in the bottom floor, where the elevator had since left them, Ratchet decided it was high time Joe put his money where his snout was, and drew away from the computer.

"Joe...if you're really an artifact hunter, as you so claim..." Ratchet pointed a finger to show he had no faith in Joe's abilities. He pulled away and gestured at the computer. "Then you should have no difficulties in deciphering these Iacon coordinates and pinpointing the location of the artifacts in the database."

"Yyyeeesss..." Joe rasped, "I should have no problem." Rising up to the challenge head on, Joe tromped forward to Ratchet's computer. Ratchet, for all his grouchiness, was at least well-mannered enough to give the smaller Joe a lift onto the controls, so Joe could hit the keys using his feet the way ponies did when attempting to operate Cybertronian machinery.

"Hrm...well, at least you used standard Cybertronix..." Joe muttered.

"What was that?"

"Nothing. Carry on. I will get to work." Joe looked down at the keys and walking around on the keyboard, trying to figure out what each key did exactly. Ratchet leaned back against one of the base's many railings, disinterestedly watching Joe go to work. Fluttershy walked in front of his leg, and Ratchet noticed her neck was hanging rather low. Ratchet was no by means a bleeding Spark, but Fluttershy brought the softer side out in everypony, and not even cranky, rusty, crabby Ratchet was not an exception to that.

"What's wrong, Fluttershy?"

Fluttershy sighed. "I was hoping Joe and Alec would techno-organics so I could talk to them about being one...but they're not."

Ratchet pursed his lips, wondering what he could say comfort the saddened sensitive Insect-pony-con. Unable to think of anything to say that directly related to her dilemma, so he defaulted to something he was more familiar with. "Fluttershy, would you like to hear about the Cybertronian concept of Rossum's Trinity?"

Fluttershy gasped, flattered Ratchet would so willingly volunteer Cybertronian knowledge that (she incorrectly assumed) was highly respectable and only privately shared. "I'd be honored! What is it?"

"Rossum's Trinity is a principle that states the three of the Cybertronian's pieces...the brain module," Ratchet knocked on his head. "The Spark..." Ratchet beat his fist against his chest, the way gorillas did to issues challenges to each other. "And the transformation cog..." Ratchet converted his arm into its blowtorch configuration. "Damage to any one could cause shutdown in all three...say, when you were converted into a partial Insecticon, did you get a brain module, Fluttershy?"

Fluttershy put her clamped hoof over her ear. "I don't know...I don't think so..."

Ratchet briefly wondering if maybe Fluttershy got a Spark, or even stranger, half a Spark with her techno-organic half, but quickly dismissed the thought. There was no way the pod her conversion took place in had the means to imbue a pony with a Spark, if a transplant like that was even possible. But it was actually mostly because there was no way it could make a Spark without the use of a legendary Cybertronian artifact known as the All Spark, which had been lost to space to keep the Decepticons from abusing it during the war.

The war was over now. So...surely they could launch an expedition to go and find it, couldn't they?

"Fluttershy?" Ratchet suddenly questioned. "Have you been to Cybertron since Shockwave used the Changelings to re-power it?"

Shockwave, a Decepticon who worked as Megatron's pet mad scientist in early days of the war. Since Megatron had been a casualty of the last battle of the war – fittingly named The Decepticon New York Massacre – Shockwave had given in to a long ambition to lead the faction.

"Oh, no. I would like to, though. I heard the Changelings' magic makes all the buildings quite pretty. I'll need my space suit, though..."

"No need. An unforeseen side-effect of the Changeling magic was to create an atmosphere...or at least oxygen."

"Maybe I should go there, then..."

"If Shockwave will let you..." Ratchet grumbled, inherently distrustful of the Decepticon Lord with good reason.

Shockwave was conspiring to achieve Megatron's goals of conquest in ways Megatron could not. With politics. So he let the Autobots come and go in peace, as treating the Autobots badly would reflect bad on him, as the Autobots were on good terms with Equestria, and Equestria had given Shockwave the Changelings. So it would make Shockwave look bad to the various Autobot, Decepticon, and non-aligned Cybertronian political parties for him to mistreat the Autobots.

Twilight remained silent with Alec as the elevated traveled up the shaft into the top of the tower. Even with Alec's occasionally attempts to make small talk.

Twilight was growing frustrated, as she felt herself drawn to Alec like a magnet. What was that was drawing her horn to his him?

The elevator skidded to a stop, signaling they had reached their destination. The doors slid open with a mighty hum, and Alec followed as Twilight stepped out onto the edge of the base.

"The stars are out tonight..." Alec said, trying to continue his efforts at small talk.

"Uh-huh..." Twilight nodded.

Alec looked upwards at the stars, then towards to Twilight. "I'll tell you a secret, Twilight?"

"What?"

"My name's not Alec. It's Tarantulas. Joe is actually a Predacon who took the name of the original Megatron."

Twilight's eyebrows shot up in alarm. She looked to Tarantulas, and reached a quick, decisive conclusion. Twilight, whose mind worked like a computer, picked up on the fact that he had not identified himself as being a Predacon.

"That's why my horn keeps reacting to you! You're a Spawn of Unicron, aren't you?"

Tarantulas let out an eerie cackle that Twilight ten different kinds of uncomfortable, and he seemed rather creepily not at all disturbed at Twilight having found him out so easily. "Yyyeeess...yes, I am."

Dark Energon's tendency to reach out to its kindred had been calling out to Tarantulas, sensing the innate connection he and it had with each other, against Twilight's wishes, and regardless of any potential objection she would have.

"You know..." Twilight said slowly. "I have a good understanding of Cybertronian biology, and I'm good with magic...I could kill you easily..."

"But you won't." Tarantulas countered.

"Really? How do you know that?"

"Because... 'you're better than that'." Tarantulas made a finger quote as he spoke, narrowing his visor at Twilight, daring her to prove him wrong.

Twilight darkly closed her eyes, ruminating on just how far gone she really was. How deep her Dark Energon infection let her hatred run. For although she may have bad choices before the influence of the Unicronian blood, the foul fuel had unquestioningly loosened her moral values.

But by how much?

She turned around, feeling the light of the moon on her Cutie Mark, and walked towards the elevator...only to stop, spin back around, and let loose a blast of considerable size from her horn onto Tarantulas.

Tarantulas was shot down and blown backwards. He clutched at the smoking, sparking wound now in his chest. Twilight left him injured, but alive. Tarantulas just realized this when he looked up and saw Twilight Sparkle gone, barely catching the sliver of movement as the elevator doors finished closing.

Inside the elevator, Twilight realized she had given in to her Dark Energon's violent urgings. As she batted her thoughts back and forth with herself, worrying if maybe she didn't have her Dark Energon under control like she thought she did, the idea she should warn Optimus and the others about Predacon Megatron utterly escaped her mind's notice.

In the main lobby, no one noticed the elevator doors slide open, or an obviously doubtful Twilight trot out and away. She stopped briefly and lifted her head to look up at everypony. At Optimus, at Fluttershy, at her friends. With a sigh from her doubts, she continued on her way.

"Erm, Optimus!" Joe shouted, raising his arm vice for attention. "I believe I have decoded one of the coordinates!"

"Excellent work, Joe." Optimus approached the computer and placed his hand on the edge of the keyboard, investigating the set of decoded coordinates. "This coordinates would indicate the presence of the Star Saber...on Equestria."

"Star Saber?" Joe and Arcee asked in unison.

"The Star Saber is a legendary artifact of the Primes." Ratchet explained. Being the educated surgeon he was, he knew about the Primes and their myths. Even if he questioned every one of them. "It's...it was a sword wielded by the one of the Thirteen Original Primes."

"That's it?" Arcee scoffed. "A sword?"

"A sword with the power to tear worlds asunder, if thrust into the wrong hands." Optimus added, gaze stoically on the computer screen. "These coordinates would suggest in the locale of the Crystal Empire on Equestria."

Twilight, who had been so close to the exit, froze. Something went click in that huge head of hers. "Uh...Optimus? What does the Star Saber look like?"

"I do not know." Optimus admitted. He turned to Twilight, an exceedingly rare moment of him actually expressing surprise with a raised up browplate. "Twilight Sparkle, given your infusion of Dark Energon, you would've felt an intense pain had you come into contact with the Star Saber. Have you felt such a pain during an excursion to the Empire?"

"No..." Twilight stuttered. "B-but, uh, Cadence did want to show me a sword she said was huge and beautiful."

Optimus stepped forward, and Twilight could tell this was an urgent matter to him. "Where?"

"Uh...when she brought there, it was gone. The ice was shattered. Somepony took it."

Twilight didn't think she would ever see Optimus thunderstruck in her lifetime. She knew he worried- he was a leader, after all, and all leaders worry- but she doubted she'd see him show as such.

"Impossible...the Star Saber responds only to the hand of a Prime."

"And..." Twilight realized. "You're the Last Prime..."

So for someone to have taken the Star Saber from its resting place should have been impossible with Optimus there. Unless there was magically some other Prime, just causally running around Equestria without any of Optimus' responsibility, under the radar and off the grid, and just so happened to be in the area after Cadence was there, but before Cadence and Twilight returned.

"Ooh! Really? How touching!" Joe mockingly exclaimed, putting his hands together affectionately. "I had been waiting to reveal this, but to know you're the last of your kind... is an opportunity too good to pass up!"

Joe pointed his arm vice at Optimus. The vice stiffened, its many hinges stopping completely to give a straight aim. A light shade of purple light began gathering around its tip and gathering into a ball, which fired straight into Optimus, shattering his left chest-window and throwing him against the wall. Everypony was shocked at first, naturally, but as they recovered, they had different reactions. Arcee pointed her guns. Ratchet grumbled that he was right not to trust Joe, Fluttershy felt guilty for bringing him in, and Twilight felt the same for not remembering to warn Optimus.

"W-why did you do that!?" Fluttershy practically screamed at Joe.

"Because he's not Joe! His name is Megatron!" Twilight answered harshly, baring her teeth at Megatron.

"Yyyeeesss... I am Megatron, leader, of the Predacons!" Megatron announced, raising his fist into the air dramatically while Optimus groaned and struggled to get out of the wall. "In my own universe, a parallel dimension to you, the Autobots won the Great War with the Decepticons!"

"And we've won the Great War in this universe, too." Ratchet snarled.

"Hush!" Twilight snapped at him. "It's rude to interrupt the villainous monologue!"

"Their descendants, the Maximals, rule us Predacons as second-rate citizens. And I, a nameless rogue..." Megatron's voice went sorrowful for a moment, before returning to its boisterous volume. "Pulled off the heist of the century- possibly of all centuries! We went back in time, meaning to kill our Optimus Prime and end the Great War in our favor! But alas, the Maximals discovered us, and attempted to stop me from my goals. Recently, a bizarre portal appeared that we fought for control over, which is how me, and my associate, Tarantulas, ended up here. Ah, here he is now!"

The elevator opened, and Tarantulas limped out of it, still clutching at and reeling from the wound Twilight inflicted on him. Twilight frowned and looked away. Megatron

"It may not be the Optimus Prime I intended to kill, but I will happily off-line him anyways!"

Optimus finally succeeded at tearing himself from the wall, and he converted his right arm to blaster configuration. "Be that as it may, Predacon Megatron, if you attempt to take my life, be prepared for me...to fight for it." Optimus fired. Megatron jumped off the computer console onto the floor, causing Optimus' blast to hit it instead and blow apart the keyboard.

Optimus was aghast at this destruction of his own property. How did he, with all his combat experience, not realize that would happen?

"You-Ratchet needed that!" Optimus snarled.

Ratchet laughed manically, hands in the air like he was in a holy rain. "Yes! I...have been...justified."

"You...you're a Decepticon descendant?" Fluttershy quietly mumbled at Joe, her anger steadily starting to rise. "You tricked me to get into the base! You-you used me!"

"Yyyeeess!" Megatron growled. "Rather skillfully, might I add."

"You-!" Fluttershy raised her own hoof-blaster at Megatron, but Megatron charged at her and gripped her neck with his vice, which then electrocuted her. Megatron converted into his beast mode, unfurling concealed roller blades from his feet and VTOL fans from his sides. He picked Fluttershy by the scruff of her neck in his jaw.

"Tarantulas!" Megatron commanded. "Let us make our escape!"

"Er...of course." Tarantulas staggered forward, still hurting. Despite his injuries, Tarantulas managed to jump off the stairs and convert into his motorcycle mode. But as he jumped the top of Raf's hair caught in Tarantulas' gears, so when Tarantulas took off racing, Raf was hanging off from his side, being dragged.

"RAF!" Pinkie screamed.

The Autobots attempted to fire on the fleeing Predacons, but when they both had hostages, and both were small, fast vehicles, aiming a good shot on them that wouldn't hurt the hostages was difficult, and the criminals managed to slip through the exit.

"Daaaagh!" Ratchet screamed. He really didn't like the idea of Fluttershy being anypony's hostage. She was so fragile. He was seriously doubtful she could handle the stress of a situation like that.

"What do we do now!?" Dash demanded, equally concerned about Fluttershy.

"Divide," Optimus answered. "And conquer. Autobots, separate into teams and roll out!"

"Dah! Goo! Frah!"

Raf sputtered as he caught dirt in his mouth, hanging off Tarantulas' side as the Predacon sped through Nevada's plains.

"Hmm..." Tarantulas mused, having not noticed Raf's hair was stuck in his gears until now. "Megatron, it seems I have one of the Autobots' humans stuck to me. Shall I get rid of him?"

"No." Megatron replied, Fluttershy still hanging limp from his jaws. "He will make an excellent bargaining chip, yyyeesss..."

"Can I-pfft- offer- phaf! Something?" Raf sputtered out through breaths of dirt.

Megatron and Tarantulas skidded to a halt to let Raf talk freely, swerving off to the edge of the road.

"What, human?" Megatron snarled, doubtful this puny organic could offer him anything of value, but curious if he would betray his comrades.

"Old MECH base..." Raf answered weakly, raising a finger. "Not too far from here."

Megatron narrowed his reptilian optics at Raf. "How do I know this isn't a trick so you can lead your Autobot friends to us to rescue you?"

"You can't...really." Raf admitted. "But I...am really tired of breathing dirt through my nose."

Megatron put his claws together, thinking on the potential benefits and respective drawbacks of taking the human's offer.

"Can I ride on one of your backs?" Raf asked. "I'll behave..."

"Hmm..." As Megatron pouted whether or not humor his request, Fluttershy came to in his jaws.

"Raf!" Fluttershy exclaimed at the sight of him. "Are you okay?"

"No..."

"Silence!" Megatron ordered, dropping Fluttershy to the ground so he could talk more clearly. "I am in command here, and I will decide who gets to ride whom!"

"Oh, okay." Fluttershy crawled away and showed her submissive side- which took Megatron by surprise, as all the Maximals he had captured remained defiant, sure they would be rescued. "But can't we lift Raf up a little? He must be tasting dirt every time your wheels do a full rotation, and he's..." Fluttershy spared a glance at Raf, then leaned in close and whispered to Megatron like she was committing a huge conspiracy. "Fragile."

Megatron grunted, thinking that if one hostage was going to volunteer that the other was fragile so willingly, then perhaps Raf really was making a genuine offer for a base solely so he could stop eating dirt, rather than as part of any foolishly hopeful escape plan.

"Very well. Rafael, where is this...MECH base?"

Raf pointed. "140 clicks southwest."

"Mmm...Tarantulas, give our human, eh-heh, luggage to Fluttershy. Fluttershy, you'll be kind enough to carry Rafael with us, won't you?"

"Oh, yes!" Fluttershy eagerly nodded. "I'm very kind."

"And..." Megatron quickly added, pushing Fluttershy down by pressing their snouts together. "You'll be smart enough not to attempt an escape...won't you?"

Fluttershy squeaked in a way that would have been adorable, if it wasn't for the terrible situation they were in before nodding.

"Good." Megatron turned away. Tarantulas lifted his mandibles over his back and lifted Raf off him and onto Fluttershy's back. Fluttershy lifted her Insecticon wings and fluttered low to the ground, just above Tarantulas' eye level, and followed the Predacons obediently.

"Don't worry, Raf." Fluttershy whispered over her neck to him. "I'm sure Optimus and the others are looking for us."

"I..." Raf stammered. "Thanks, Fluttershy." Raf slumped against her neck. "I needed to hear that."

"You're welcome." Fluttershy told him happily with a smile, but that quickly faded as she remembered they didn't have much to be smiling about.

Team Prime and their pony compatriots wasted no time in putting their pedals to their metals and splitting up on the roads. The GroundBridge wouldn't do them any good without a fixed idea of the Predacons' destination. Twilight, paired with Dash, had the frame of mind to pick up one of Ratchet's scanners and program it to pick up on Fluttershy's unique techno-organic signature.

"Come on!" Pinkie complained, banging her hoof on Bumblebee's dashboard, her weapon of choice – her custom Party Cannon- sitting in Bumblebee's passenger seat. "We need to find Fluttershy and Raffie!"

Bumblebee suddenly and abruptly hit his brakes. Pinkie her seat belt dig into her chest as she thrown forward.

"Hey! What gives?"

Bee-beep beep whee click wreeen whiiirrop. Wra wrrraa beep beep beep beep clic!? ("You don't think I don't want to find Raf and Fluttershy just as much as you do!?") Bumblebe scolded her. Pinkie was appalled, gasping loudly.

"I never said that, Bumblebee!"

Beep beep click wheeeo. ("I know you didn't.") Beep click click wheeo beep eep eep. ("But we're not gonna find them any faster.")

"I'm sorry, I just...I'm really worried about them." Pinkie admitted, slumping back against Bumblebee's car seat in her despair. "Especially Raf."

Beep? (Oh?)

"Yeah...Fluttershy has that nice thick coat of Insecticon to protect her, but what does Raf got?" Pinkie questioned him. "And you know what the worst part is, 'Bee? After I made Rainbow Dash quit picking on his toy, I told Raf Auntie Pinkie was gonna protect him...and I didn't."

Wreeep beep ep. Click eep be-be beeped... breeoop. (We will find him. And we'll protect him...together.)

Pinkie felt a little better from Bumblebee's comforting. Bumblebee was supposed to protect Raf, too, wasn't he? He was, and he didn't either, so really, neither guardian was truly at fault.

Elsewhere, driving straight through a cactus he didn't see in the dark – it somehow placed itself in between the beams of his headlights- Optimus was starting to experience a similar problem with Ratchet as Bumblebee just finished having with Pinkie.

"Can't you go any faster, you- you semi!?" Ratchet's headlights blinked as he screamed, driving at speeds that were probably not street legal, much to Optimus' discomfort, who never strayed from the official speed limit if he could help it. "We need to find Fluttershy before those Predacons string her up and torture her!"

"Are you all right, old friend?" Optimus asked with an impressive calmness, given that his subordinate had just raised his voice at him. The calm, low tone provoked a realization from Ratchet, who felt remorseful for losing his cool with his Prime officer.

"I'm...sorry, Optimus. I just want to be sure Fluttershy's safe. And Raf, as well."

The two different makes of trucks drove in silence for awhile after that, taking in some nice quiet time to let Ratchet blow off some steam. (Figuratively of course, not literally.)

"Ooog..." Ratchet groaned and squealed to his stop, wheels slowly grinding. "I need a break, Optimus...we've been driving for miles, and those Predacons couldn't have gotten out of state at least..."

"Understood." Optimus nodded, pulling up besides his old friend.

Ratchet made a sound like taking in a deep breath. "My apologies, again, Optimus, for blowing up like that."

Optimus remained silent, which both soothed and unnerved Ratchet. He may have been just giving Ratchet some time to air his grievances...or Optimus was more offended by it than he let on.

"It's just...she's so sensitive, and if one of those Predacon ghouls decided they wanted to stick her with a hot poker like some seventeenth-century human who-"

"She is stronger than you give her credit for."

Ratchet's windshield wiper raised up like an eyebrow, and Optimus started up again and resumed driving with no further comment on the subject, leaving a stupefied Ratchet in his dust. Ratchet's processor just completely stopped working in the face of this revelation. Fluttershy was...strong?

As he laid there, a civilian ambulance parked amidst loose desert rocks, Ratchet began to replay all the moments he had really gotten to know Fluttershy in his mind. She was sweet. She loved animals. She apologized when she broke something of his (which is more than could be said for the likes Bulkhead and Rainbow Dash, whose apologies were always halfhearted.)

But she was also frail, like a flower...how could he have been underestimating her strength? He thought about the time he rescued from the Insecticon stasis pod that converted her into the hybrid she was today...how he interrupted the process turning her into an Insecticon, making her only half-Insecticon.

The more he thought about it, the more he came to see the truth in Optimus' words. Fluttershy had emerged from the pod, a half-pony, half-Insecticon freak of nature and...she ran with it. She didn't crumple herself up and break down over being a disgusting hybrid.

She didn't lock herself away, claiming she was too hideous for the world to see her face.

She took on her new nature, and she put what she had been given to good use in the Autobot cause. In fact, for a pony who loved animals the way she did, getting made into a part Insection...a part animal, while still being pony enough to maintain her friendships must have been something absolutely wonderful to Fluttershy.

It was after that line of thought that Ratchet realized how far ahead of him Optimus had gotten. "O-Optimus! Wait up for me, now!"

The MECH base Raf pointed out to Predacon Megatron for his use, a few miles ahead of Twilight's and Rainbow Dash's heading, was suitable to his standards. Though clearly abandoned and in disuse, the warehouse was holding up fairly well. That didn't keep Megatron from converting to his robot mode and charging his weapon and blasting the door wide open, replacing with a hole large enough for him to walk through, where he couldn't have fit into the human-sized door before. Tarantulas converted to his robot mode as well.

"Ah, yyyeeesss!" Megatron hissed, walking into the building and observing the various equipment the former occupants left behind. Computers, tracking devices, abandoned vans...everything a human could ever need to run a terrorist cell. A human, but not a Predacon. One must make do with what one had, Megatron would say. Tarantulas, Fluttershy, and Raf followed Megatron thorugh the door.

Tarantulas approached the dormant computer and pushed the power button. The computer burst to life, and Tarantulas started rummaging through it. "Mmm..."

"What is it?" Megatron asked, walking over to check on Tarantulas' progress.

"It's been scrubbed clean of whatever data was on it, but it's still functional." Tarantulas reported. "Give me a cycle, and I'll have everything we need set up on it."'

"No." Megatron insisted, turning an optic towards Fluttershy and Raf, who were sitting obediently in a corner. "We are not far away from the Autobots' base, and it won't be long before they narrow down our position and locate us. We are only here to rest our feet as we plan our next move."

"Hmm..." Tarantulas turned away from the computer to their hostages. "We should tie them to keep them from escaping...or at least lock them in a room."

"Agreed." Megatron scanned the area for a door to another room, and found one. "There. That should do." Megatron pointed his bronze Transmetal finger at the cold grey door. "March yourselves in there like good little hostages."

Raf moved to obey, but Fluttershy held her leg out to stop him. "No."

"No!?" Megatron repeated in the form of a question, quite surprised by Fluttershy's defiance, especially when she had been so submissive before.

"You can knock me out, ponynap me, lock me in room together with Raf, but you do not get to decide how I present myself." Fluttershy put her hoof against her chest proudly. "I will be prancing into that room, thank you very much."

Fluttershy, the lioness that she was at heart, bit onto the scuff of Raf's shirt and lifted him up, then pranced into the room, slamming the door behind her by lifting her tail and wrapping the tip of it around the doorknob, pulling it shut with a thwack.

Megatron and Tarantulas stood there in shock, blindsided by Fluttershy's sudden show of fighting spirit.

On the other side of the door, a former weapons storage room that now had nothing but empty shelves, Fluttershy climbed up and deposited Raf on the shelf, where Fluttershy thought he'd more comfortable there than on the floor. After depositing him, Fluttershy turned around and curled up into a corner.

"Uh...wow." Raf muttered, just as, if not more shocked as Megatron and Tarantulas were. "That was something, Fluttershy. Where did that come from?"

"Um...well." Fluttershy scratched nervously at the back of her ear. "It was the first thing I thought that was enough to show I wasn't really afraid of them, but not so defiant they wouldn't hurt you."

Raf raised his finger. "So you were...you were looking out for me?"

"Of course... why wouldn't I? We're friends, aren't we?"

"Well, I guess that's true. I, just... well, it's not Bulkhead's job to look after me, and it's not Bumblebee's job to look after Miko." Raf muttered, uncomfortable with all the special care he seemed to be getting from ponies left and right tonight.

"Taking care of everypony else shouldn't be divided into jobs." Fluttershy said, with a slight distaste in her tone for the idea of treating something as important of taking care of those close to her as a nine-to-five paid job. Fluttershy then rolled onto her side to take a nap.

"What are you doing?" Raf asked, incredulous.

"...T-taking a nap while we wait for the others to find us?"

"You can't take a nap at a time like this!" Raf yelped, raising his hands into the air. "We're hostages inside an enemy base! We can't take a nap!"

"Why-why not? Twilight and Optimus will find us, won't they?"

Raf's hand shook in the air, at a loss for words. He put his hand to his forehead. "Okay, we can be sure Twilight and Optimus will get here...we can be sure of that...but we can't be sure we'll still be here when they get here."

Fluttershy gasped. "Oh my gosh, you're right! What do we do?"

Raf turned his head away to think, then got a smile on his face and pointed his finger. "We stall. We need to find a way to keep the Predacons here for as long we-"

The door swung open, and Tarantulas stepped into the room, preventing Raf from finishing his sentence. "You." Tarantulas pointed to Fluttershy. "Come with me. Now. I want to run some tests..."

Fluttershy rolled over, before getting back up on her hooves. "No."

"No-!? Listen here, you, you're trapped, you're MILES away from ANYONE you care about-"

Fluttershy flew up, her Insecticon wings beating incredible fast and loud, and flew up right to Tarantulas' face. "You're...not...taking me anywhere where I can't take care of Raf."

Tarantulas' visor contorted in confusion of Fluttershy's continued -and escalating- defiance.

"You know, I happen to have a horde of Insecticons at my beck and call." Fluttershy informed him. "I don't know what they're like in your universe, but in this one, they're juggernauts. All I have to do is send a mere though, and this place will be swarmed in minutes...or, however long it takes them to tell Ratchet they want a GroundBridge."

Tarantulas' features contorted, almost like a...smirk. "Well now...it just so happens I have a hatred of a certain alien species in my universe, so I made sure to plant some posts that prevent telepathy."

Tarantulas turned the tables on Fluttershy, literally and figuratively, as he proceeded to get into her face. the way Fluttershy was in his just a moment ago. "You can't call your friends. Nehehehehe!"

"Oh...okay." Fluttershy lowered herself back to the ground, collapsing onto her haunches.

"Now, I repeat.." Tarantulas hissed. "I would like to run some tests."

"What kind of tests?" Fluttershy asked with a note of suspicion.

"I want to understand more about your techno-organic nature." Tarantulas explained. "I believe if I could somehow replicate it, I could put it to good use."

"Well..." Fluttershy turned her eyes away and scuffed her hoof. "The reason I'm techno-organic is because I was crowned an Insecticon princess."

"Hmm..." Tarantulas put his claw to his chin, turning away as he pondered to himself. "So, it stands to reason that all I have to do harness this techno-organic power...would be to become an Insecticon Prince!"

"Prince!" Fluttershy gasped, putting her hooves over her mouth. "Does- does that mean you...want to marry me?"

Raf couldn't believe what he was hearing. Tarantulas was still thinking over how to put twist this knowledge to his own use, so he wasn't really paying attention and literally just said "Yeah, yeah, sure, whatever."

Fluttershy gasped even louder. "Oh my! Well...we'll have to start making plans." She began listing off all the things a pony needed for her special day. "We need a cake, a chorus, some dresses...who'll be the best mare?"

"Eh...what?" Tarantulas questioned, turning his attention back towards the conversation.

"Didn't you say you wanted to marry me? So you could be an Insecticon Prince?"

Tarantulas blinked. "Excuse me one cycle." Tarantulas opened the door and stuck his head out. "Megatron! The pony and I appeared to have a communications breakdown!"

Megatron, sitting at the computer desk and mulling over his plans a proper tyrant, grunted to make let Tarantulas know he heard him. "Yes?"

"I can either set her straight, or should I play along with her fantasy?"

Megatron pursed his grape-like lips. "What does the fantasy entail?"

"Me dressing up in a tuxedo."

Megatron's optics bulged out of their sockets. He put his hand over his mouth to contain himself. "Play along with the fantasy?"

"What!?" Tarantulas narrowed his visor, then slammed the door.

Megatron dropped to the floor, putting both his hands over his mouth as he attempted to contain the uproarious laughter threatening to burst forth from it. He was amused the idea of Tarantulas in a tuxedo. Who wouldn't be?

Back in the prisoners' room, Tarantulas grumbled while Fluttershy continued to list off all the things she dreamed of for her wedding.

"And we'll have beautiful techno-organic spider pony fusion babies!...Hmm...I wonder if being an Insecticon means I'll have to eat your brains like a black widow spider..."

"No, no, no, no!" Tarantulas hissed, stomping his foot for emphasis. He pointed a finger at Fluttershy threateningly. "Listen to my, little pony, we are NOT getting married, and we are NOT having techno-organic spider pony babies! I...how is the idea of that beautiful to you?"

Raf raised his hand. "Yeah...I'm trying to keep out of the conversation, but I have to agree with him on that one."

"Well..." Fluttershy started shyly. "I love animals."

"Whatever." Tarantulas scoffed. "We're not getting married, OKAY?"

"Okay." Fluttershy nodded submissively.

Tarantulas made a sigh that most organics would describe as like letting out a deep breath. "...Okay."

"Okay."

"Okay."

"Okay."

"Okay."

"OKAY!" Tarantulas threw his arms up in the air. "Fer bootin' up cold, some ponies you just have to explain everything to, don't you!?"

Megatron burst into the room, preventing any further hilarious misunderstandings and alarming Raf severely. "Tarantulas, what progress have you made on your plans?"

"Not much." Tarantulas admitted. He reached into his waist and pulled out from it a hand-held buzz saw that was glowing the same green as the arachnid eyes on his chest, and began to stalk towards Fluttershy. "But I'm sure a good old-fashion dissection will take care of that!"

Fluttershy began backing away, while Raf raised his hands over his glasses to obscure his vision from the horrific sight. "Um...aren't you Cybertronians?" Fluttershy mumbled. "Don't you have the technological know-how to take a look on my insides without cutting me open?"

Tarantulas paused. "Yes...but this way is much more fun!"

Tarantulas continued to approach, eventually making Fluttershy back against the wall. Fluttershy spread her front legs out and held onto the wall.

"No. She's right. Besides..." Megatron grabbed Tarantulas' arm with his vice. He waggled a finger disapprovingly at Tarantulas. "Wounded hostages fetch much lower prices."

Megatron let go of Tarantulas' arm. Tarantulas made an indistinct noise of frustration and threw his buzz saw against the ground and stomped off, frustrated he couldn't indulge in his sick habits. "Techno-organic Transmetal knock off!"

"Forgive him. He's a bit...touchy." Megatron said to Fluttershy. Just because he was a rouge with a superiority complex and no regard for any life but his own, that didn't mean he had to be rude to his unwilling guests.

"N-n-no p-problem..." Fluttershy stuttered, still shaken from how close that buzz saw got to her.

"Just to be sure, you do remember it's not a good idea for you to try to escape, don't you?" Megatron questioned coolly, despite the anger that could easily spew forth.

"Yes."

"Excellent." Megatron turned away and left the room.

Fluttershy slumped and sighed. Raf, taking his hands off his eyes, noticed. He also noticed that she seemed even more depressed than she had been the rest of this horrid night. "I know this hasn't been all sunshine and rainbows, but what's wrong?"

Fluttershy turned her head away shamefully. "Tarantulas told me I was partially Transmetalized, and that meant I would have a vehicular extra mode...but I haven't figured it out what it could be..." Fluttershy sighed again and laid down on her stomach.

"Um...maybe you could use the time we have to practice and find out?"

Fluttershy's eyes widened. She quickly got up on all fours. "That's a great idea!" She converted into her green-plated, orange-optic ladybug mode and began pacing around, trying to see if she could somehow trigger her conversion into her undiscovered vehicular mode.

Meanwhile, outside the abandoned MECH warehouse they were inhabiting, Twilight and Rainbow Dash arrived, Twilight's borrowed scanner leading them right to Fluttershy's signature.

"She's definitely in there." Twilight noted, checking the scanner again.

"Right..." Rainbow Dash muttered.

Twilight glared, not liking Dash's tone. She knew what that tone meant. It meant Rainbow Dash was going to do her thing. Which typically involved charging headfirst into danger with no regard for the consequences. "Don't you think we should wait for Optimus?"

"Yeah..." Dash nodded, a thoughtful expression on her face. "We probably should..."

Twilight was glad Rainbow Dash realized they should wait, but that was undone by a realization in short order.

"...You're going to charge right in anyway, aren't you?"

"You know it!" Dash took to the air and bolted straight towards the building.

"Wha-" Twilight stammered, her head twisting from trying to follow Rainbow Dash's movement. She started galloping as fast as she could to catch up with her friend. "Wait for me! At least I'M ALREADY HERE!"

Inside the base, Tarantulas and Megatron began to discuss their next move, unaware of the elite pony strike team about to break down the door and barge in.

"Have you found anywhere we could go?" Megatron questioned, hand resting on the back of the computer chair.

"Yes...I did a search on the computer." Tarantulas answered, turning the computer chair and standing up out of it. He walked towards the hole in the wall where the door used to be. "Our best option is to go-"

Tarantulas was interrupted by the sound of a click coming from just behind his head. He tensed up and turned around to see the MECH rifle Dash had liberated so long ago pointing straight at his face, Dash's tail arched over her back like a scorpion's tail, the rifle her stinger.

"Only place you're going is the scrapheap, pal!"

Twilight, a little late to the party -or perhaps Dash was a bit early- appeared by Rainbow's side, panting from the mad sprint she made to catch up with Dash. "(Huff...huff)...yeah! Where's...Fluttershy, you...tinfoil turkeys?"

Tarantulas threw his arms up in surrender and started backing away. "Easy now...you have me at your mercy...no need for violence."

"I'll have you know, I like violence." Rainbow Dash taunted him, walking forward so Tarantulas' face and the barrel of her gun were never far away from each other.

Tarantulas attempted to make small talk, attempting to plead for his life while not quite doing so. "Eh...who doesn't, really?"

Dash grunted. She was done making threats, and she was here to rescue her friend, not terrorize some piece of slag metal like Tarantulas. "Where's Fluttershy?" She was about to lower the gun to Tarantulas' chestpiece and pull the trigger when a cheap shot by Megatron threw her around.

"Grrr! I HATE it when the bad guys don't have the brass bearings to shoot me to my face!"

Megatron did not care for Dash's chivalry, however, and merrily fired another blast to keep her off her hooves while Tarantulas retreated back into the hostage room.

"Ooh!" Fluttershy bemoaned, able to hear the sounds of blaster fire occurring from the other side of the door. "That must mean our friends here!" Fluttershy, still in ladybug mode, crawled up the shelf she put Raf and patted his shoulder with her insect leg. "Don't worry, Raf. We'll be free soon."

"I hope you're right, Fluttershy..." Raf muttered, thinking of the worst case scenario, where Megatron would be able to capture their friends and add to their list of hostages somehow.

"Oh...I wish I could do something more. Oh...oh! I'm so upset, I could just-I could just transform with meaning to!" Fluttershy did exactly as she said, automatically transforming without being able to control it.

"F-Fluttershy!" Raf stuttered, awed. "You..."

"I know!" Fluttershy exclaimed, calming down and quickly turning back into her pony mode before Tarantulas came back into the room. Not a moment too soon, as Tarantulas threw the door open, buzz saw back in his claw.

Fluttershy narrowed her eyes and growled.

"Your friends have arrived to rescue you." Tarantulas sneered, a blast of laser fire audible behind him. "As you have no doubt heard. We could use a little extra firepower."

"W-what are you saying?"

Tarantulas pointed the buzz saw at her, and a green bolt of energy shot from it and knocked Fluttershy onto her side. Raf, overcoming his fear for a brief moment at the sight of Fluttershy being bullied, jumped off the shelf and ran up to Tarantulas, banging him on the knees. "You- you leave her alone, you big bully!"

Tarantulas remained dismissive of the human's valiant, but futile efforts, and swatted him aside, his Transmetal sending Raf flying to the floor. The human dealt with, Tarantulas approached Fluttershy with a some sort black USB casing with the Predacon insignia on it.

"W-what's that?" Fluttershy weakly muttered at the sight of it.

"Predacon shell program." Tarantulas answered, emanating a sadistic glee. "Never leave home without it. All I have to do is put it in the right slot, and you'll happily fight your friends in Megatron's name!"

"N-no." Fluttershy whispered, horrified at the prospect. "No...NO!"

Back on the other side of the door, Twilight and Rainbow Dash continued to exchange fire with Predacon Megatron, each one of them taking a shot with their respective weapon, (in Twilight's case, her horn) only for their target to jump to the side and dodge it.

"What have you done with Fluttershy?" Twilight demanded.

"Wouldn't you like to know!" Megatron taunted. He turned his gaze towards the ceiling and, thinking quickly, fired on it, making the plaster crash down from the ceiling onto Twilight, burying her in rubble. Megatron grinned at his victory, but the rubble pile shook and Twilight burst forth from it like a trooper on steroids -which she arguably was.

"That's it!" Twilight growled, making her way out. "I was trying to be nice to you, but now you've forced my hoof! Dash, I'm going into Terrorpony mode."

Megatron laughed at such a ridiculous name. "Terrorpony?" He wasn't laughing so much when Twilight' body seemingly burst into purple flames. When the fires extinguished, her body was adorned with purple crystal spikes, huge bony wings poking out from her sides. A disgusting noise came from her hoof, and a very large, long almost...sword-like crystal came out of her ankle.

She charged at Megatron with her, uh, 'sword' raised. Megatron blocked her attempted slash with his vice, and he and Twilight proceed to fence with each other.

Tarantulas kicked the door open. "Megatron! I come bearing reinforcements! I have successfully converted Fluttershy into a Predacon!"

Twilight froze at this. "What?...No...no." Megatron took the opportunity and bashed Twilight aside with his weapon.

"Excellent, yyyeeess! Bring her here, so that I may...command our new recruit."

Tarantulas stepped aside and presented Fluttershy, who marched out of the room with a burning determination in her eyes.

"Fluttershy, attack your former comrades!" Megatron pointed to Dash.

Dash stepped back, her gaze locking with Fluttershy's. "Fluttershy, no...don't."

Flutteshy took in a deep breath and huffed. "I..."

Fluttershy collapsed against the floor, drained of not just her will to live, her will to simply...be. "Like, whatever, man."

Tarantulas' jaw, such as it was, did its best to drop.

"Urg...something tells me that wasn't quite you intended to happen." Twilight boasted, getting her strength back up.

"Silence!" Megatron commanded. "Fluttershy, attack now!"

"Meh." Fluttershy rolled over on to her other side. "Whatever..."

Tarantulas curled his claw into a fist, cursing in his head his bad luck. He pushed the thought aside and drew his buzz saw/gun on Rainbow Dash, and the fire fight resumed.

Raf came to and groaned, rubbing the side of his sore head. Remembering what just happened before he was knocked out, he gasped. "Fluttershy!" He ran out the door to see the fire fight, and saw Fluttershy lying limp and uncaring in the doorway.

"Fluttershy!" Raf knelt to his knees, pleading for her to come to her senses. "I don't know what Tarantulas told you, but whatever it is, it's not true! You've got to get up and help Twilight and Rainbow Dash!"

"Whatever..." Fluttershy muttered, rolling over again, this time to her other side. Raf noticed the Predacon shell program chip tucked neatly into her ear.

Raf put his hand over his face, irritated with himself that he would be so stupid not to realize how easy this would. "Oh come on. It's that easy?"

Raf reached down and tore the program from her ear, and she was right back to her old self again. "R-Raf? What's going on...oh!" She noticed the fire fight.

Raf put his hand on her neck to reassure her. "I think now would be a good time to reveal your new trick."

Fluttershy smiled, catching onto his meaning. She stood up and motioned for the Predacons' attention. "Hey, Tarantulas!"

Everypony stopped to see Fluttershy standing, a new found true determination in her eyes.

"Tarantulas told me that I was Transmetal, and that meant I had a vehicle mode...sort of. But the point is, until a little while ago, I had no idea to get into this vehicle mode. But now...now I do!"

Fluttershy converted into her ladybug mode, and then...her insect legs folded up and were covered by treads like a tank's, her mandibles lifted up, her wings folded down over her sides, and in what Twilight and Tarantulas found most surprising, was that a tri-barreled Gatling gun appeared, mounted underneath her mandibles.

With a grinding noise, she rolled over to point her fancy new weapon at Tarantulas.

Tarantulas put his claws up in front of his face to protect himself. "Oh nno!"

Fluttershy let loose on Tarantulas, as a Wrecker would happily put it, "Pumping full of holes". (Holes really did start appearing Tarantulas' chest) as she unloaded a whole case into him, pushing him back from the force of the gunfire.

Tarantulas collapsed, not dead, but now thoroughly no use to anypony. Megatron saw this, and realized he was now outnumbered three -possibly four, depending on whether or not Raf counted- to one, rather than three to two. The girls all realized this, too, and regrouped, staring at him with triumphant smiles as they trained their weapons on him, daring him to fight now.

"Humph." Megatron lowered his weapon.

"That's a smart Predacon..." Twilight mused. "I figured out the energy of the portal that brought you and Tarantulas here. I can use my magic to re-create the portal and send you back."

Megatron grunted again and turned away. Twilight's horn lit up and sent out a straight blast of electricity that turned into a swirling portal of purple energy just in front of Megatron. Megatron collected Tarantulas, throwing the unconscious spider over his shoulder and walking through the portal.

The danger having passed, Twilight and Rainbow exchanged a happy smile with Fluttershy, who converted to pony mode and returned it. Fluttershy turned towards Raf, who made a thumbs-up.

Then they heard the sound of a weapon charging, and a blast from Megatron's cannon came back through the portal and hit the computer's controls.

A klaxon began blaring, red lights flashing. "Self-destruct sequence activated."

"Self-destruct sequence!? WHY does this place have a self-destruct sequence!?" Twilight screamed.

"All the bad guy lairs have one..."

"Can you fix it?"

Twilight scrambled to the computer and made a quick analysis. "Yeah, I think I can. Give me a moment...come here, Raf, I could use your hacking skills with this."

"Y-you want my help?" Raf stammered, unable to believe Twilight would employ him even with her contempt for his species.

"I'd rather we not get blown up, Raf!"

Twilight helped Raf up onto the adult-sized controls, and working together, the robotic and computer expertise between them enabled to handily and decisively end the self-destruct countdown.

"Whew!" Twilight wiped her brow. "That's a relief...I mean, I knew I could- I mean, we could do it. Couldn't have done it without you, Raf" She looked to Raf. If Raf was uncomfortable when Twilight asked him for help, it was nothing compared to her giving him praise.

"But...I thought you hated humans?"

Twilight wrapped her leg around his shoulder and nuzzled their cheeks together. "I do...I hate them completely...but I don't hate my fellow Autobots at all." She pulled her cheek away, leaving Raf to his blush. "Do you want to ride on my back?"

"Actually...given everything we've been through tonight, I think I'd like to ride on Fluttershy's...if-if that's okay."

"Of course."

Twilight lifted him up with her magic and gently placed him on Fluttershy's back. Twilight, Rainbow Dash, Fluttershy with Raf on him, all happily trotted out of the base, eager to tell Optimus they had Fluttershy and Raf back safe and sound.

"Hey..." Raf said quietly. "Does anyone else think Predacon Megatron started that count-down as a distraction so he could escape the portal and stay in our universe instead of going back to his own?"

"No..." Twilight answered nervously. "But that's a good theory...what makes you say that?"

Raf looked down the road, where he saw skid marks off a motorcycle going off into the distance that the girls had yet to notice.

"Call it a hunch..."

"Hmmm..." Tarantulas mused, standing on a cliff with his master, bathed under the light of the radiant moon. "That was brilliant, the way you activated the self-destruct sequence to distract them."

"Yyyeesss, of course it was. I thought of it." Megatron rasped. "But there is a power vacuum int his universe...an empty hole, where a Megatron was. This universe, like our own, was cowered at the name of Megatron, and..."

Megatron, in his frustration, turned towards the moon and fired at it. He then raised his vice to it and snapped it proudly to the moon's light.

"IT SHALL DO SO AGAIN!"

Meanwhile, off in a far corner of space, light years away from Cybertron or Equestria, a ship was floating...and in the ship, an attractive white-coated Equestria mare with a black blazer jacket monitored the computer equipment for her master. She saw energy signatures she didn't recognize – the Predacons, but all in all...

"Well, we have some unexpected guests..." The mare noted, turning away from the computer to her master, who was sitting on his throne, cloaked in shadow...but that didn't hide the insignia on his shoulder.

The same insignia Ultra Magnus and Smokescreen had found in the form of a badge at the Littlest Pet Shop.

"The test of the Dark Bridge was a success."

"Excellent." The shadowy figured said slowly, his creaky voice wracked with a pain that wasn't his. His glowing optics narrowed in the darkness.

"All the preparation in the world won't prepare you for my return, Optimus Prime."

Termination Day

Engines running hot

From Cloudsdale to Canterlot

Flying through the sky,

thirty-thousand and then some feet hiiiiigh,

Trailing blazes of smoke and rainbows,

I thought we'd be so happy and carefree.

With a Decepticon for my partner,

A Seeker for my wingpony...

Everything was going well.

Then the shadow of justice fell,

A Seeker faces death with dignity,

But I want him to stay here with me

Stay here,

Fly away with me,

And we'll fly so far away,

They'll never have to see

Losing my wingpony is something which I

JUST CAN'T COPE

Doctor,

Doctor,

Tell me

THERE'S STILL HOPE!

Doctor, Doctor,

I need some help with my boo-boo's

Can you find my mommy?

Doctor, Doctor,

Can you heal my wounds?

Can you gi-i-i-i-ive me a loli?

My heart is bleeding,

My Spark is leaking

See him lying there, on that slab,

Surely there's something in this lab

To bring him back from the brink

I need him back,

I need to think...

You can see my heart leak

You can feel my Spark bleed

Doctor, Doctor,

You're not the doctor that I need...

And the mercy seat is waiting, and I swear my head is burning, and I feel my body yearning... -Johnny Cash, "The Mercy Seat"

INFILTRATION

Story 2

TERMINATION DAY

(With a Decepticon Symbol in place of the 'A' In "Day".)

Synopsis:

Twilight is offered work at a human research facility; Dash breaks down over there being something she can't stop.

It's an odd feeling. Being so integral, so loyal to something, then casting it all away like it's nothing to you anymore. To make the choice to abandon your cause, to desert your soldiers to the nearest one-eyed computer on legs. To simply shed yourself like a used husk... to no longer be that person...

Or so went Dreadwing's monologue to himself, trailing behind Rainbow Dash, his new captain. It was the strangest thing, how Dreadwing, the bronze-faced, blue-armored Decepticon Seeker, became a Wonderbolt cadet, and thus Rainbow Dash's wingpony. She was a good captain, Dreadwing thought, but he found some of her sudden orders random and questionable. Like trying to clear the clouds in ten seconds flat. To a Cybertronian, clearing clouds was improbable, but really nothing special. To a pegasus pony, it was a test of mettle. Dreadwing had beaten Dash's records of ten seconds flat with a time of 8.47 seconds, but Rainbow Dash insisted it didn't count because he used his trademark Gatling to blast them all.

"All right, Dreadwing!" Dash shouted, straining her voice so he could hear her over the hum of his own turbines. "Dive!"

Dreadwing would've questioned her order to suddenly dive down, grazing his wings against the tips of the Everfree Forest they were flying over, had he not learned quickly not bother trying to get a sensible explanation for her flights of fancy. He dived down, following her orders and her example, flying straight through the forest canopy.

This had the unfortunate side-effect of startling Fluttershy, and her Insecticons, as they were in the forest feeding the animals as Fluttershy loved to do, especially with her Insecticon buddies. They, and the animals they were feeding, scattered and nosedived to avoid being smacked by Rainbow Dash, the living torpedo, or Dreadwing's wings.

After the unlikely duo pulled up and returned to the sky, Fluttershy took in several deep breaths and stood up right, observing the scene of Dash's and Dreadwing's carnage. No one had been hurt, but the poor little animals were shaking for their lives.

"I should probably tell Dreadwing and Rainbow Dash they're flying too close to the ground..."

Fluttershy looked again at all the little animals and big Insecticons around. The squirrels were shivering, the birds were making clusters to defend themselves, and the Insecticons were groaning and rubbing their heads, occasionally looking to each other to make their fellows were in one piece.

"...Then again..." A rare hint of resentment actually formulated in Fluttershy's tone, seeing all the panicked animals. "I'm not sure I can handle talking to them right now."

Fluttershy looked upwards at Dreadwing's fading form and pouted. She started walking towards a rabbit to stroke it and reassure it everything was going to be okay. "It's all right, little one...Dreadwing didn't mean to scare, Rainbow Dash is just a bad influence on him."

Fluttershy looked up again the smoke trail Dreadwing had left behind. She started to wonder about the fact he had defected from the Decepticons, and somehow ended back up on Equestria as a Wonderbolt in training. Then Fluttershy's mind start putting two and together, remembering something that happened to her shortly before Dreadwing joined them...something horrible, something awful.

Simply remembering that awful experience caused to hyperventilate. A horrible realization dawned, a horriblone. One she wanted to deny even more than anything she had ever wanted to deny before.

"They're going to come for Dreadwing."

"You!" Fluttershy pointed her hoof/clamp at one of her Insecticons. "Come here, Johnson. Your Princess has a special assignment for you."

The Insecticon addressed as Johnson turned to one his fellows, who shrugged at him and bade for him to approach. Johnson tromped towards her and got down his knees, crouching down so Fluttershy could whisper into his audio receptor. "How may I serve you, My Lady?"

Fluttershy fluttered upwards and began to whisper into his ear.

Meanwhile, Dreadwing and Rainbow Dash continued to fly on, taking no notice of the animals they had just scared half to death.

"I know better than to ask, but what was the point of that?"

"To show how awesome we are flying!" Rainbow Dash answered her Seeker, rolling over to backpedal through the air. She flew back around and perched herself on Dreadwing's wing to take a break.

"Captain, I am not comfortable with you on my wing like that."

"Hey, after all that awesome flying, even an amazing flier like me needs a break." Dash breathed on her hoof and rubbed it against her chest proudly.

Dreadwing's cockpit hissed as it was opened. "I'd much prefer you ride in the seat."

"What are you, my mother?"

"If you fall off my wing and forget to fly, I will not have your friends hold me responsible for your death."

Dash scoffed and rolled her eyes, but she relented and flew into the pilot's seat, buckling herself in as the cockpit glass lowered down.

Dash put her hoof against her chin, bored already of Dreadwing's interior. She wasn't a fan of technology like Twilight, or distracted by shiny things like Pinkie, so Dreadwing's fancy controls did nothing to stave her boredom. Her eyes rolled from corner to corner, until she saw Ditzy Doo flying nearby, dressed up in her mailmare outfit, cobalt hat on her standing proudly, her mail bags ruffling with each flap of her wings.

"I wonder where she's headed off to..." Dash muttered. Since the formation of the alliance between Cybertron, Earth, and Equestria, Ditzy Doo's business had skyrocketed. She somehow had the means to get a letter and packages (not exceeding a certain weight limit, of course) to get from one planet to the next, seemingly without the use of a Ground or Space Bridge, or even a star ship.

"You know what, Dreadwing?" Rainbow Dash whispered, wrapping her ankles around his control stick. "I wanna know what Ditzy Doo has today, so follow her!" Dash jerked the pilot stick to the right, causing Dreadwing to jerk and spin out. Being a professionally trained Decepticon, Dreadwing recovered quickly, and then used gave Dash's hooves a low-intensity electric shock to 'persuade' her to remove them from his controls.

"I am capable of both following your orders and piloting myself, Rainbow Dash." Dreadwing informed her.

"Hmph." Dash crossed over her hooves. She raised an eyebrow, taking note of Dreadwing's cockpit. "Hey...why do Decepticons and Autobots come with organic-sized cockpits?" It was a good question. All the Cybertronians Dash had ridden, bar Arcee in motorcycle mode, had cockpits large enough to hold a pony or a human, neither of which was exactly a common sight on Cybertron. The smallest recorded creature there was a pest known as a Scraplet, and the cockpits were much too large for them.

"Have you heard of Quintessons?" Dreadwing asked. "In the distant past, they attempted to take over Cybertron. The cockpits present in a Cybertronian- if they're present- are leftovers from that time."

Dash found this to be excellent food for thought. What did these Quintessons look like? Were they big? They had to be, or else they would need some pretty hard brass to try to take over Cybertron.

Following Ditzy Doo led them right to Ponyville, and Twilight's library. Dreadwing let Rainbow Dash, then lowered himself down to the ground enough that him transforming and landing on the ground wouldn't cause too hard a tremor. It was good of him to be mindful, but there was no avoiding some shaking when a Decepticon-sized entity dropped to the ground from a suspended height. Thankfully, while some flower pots shook and some plats swayed, nothing fell over and broke.

Ditzy, not noticing or caring she was being spied on, knocked on Twilight's door. Twilight quickly answered. "Hello? Hi, Ditzy Doo! Do you have something for me?"

"Yes-sir-ee Bob!" Ditzy answered, handing over the envelope in her mouth. Twilight took it with her magic, opening it and unfolding the letter inside, absentmindedly throwing Ditzy her obligatory delivery fee. Ditzy saluted and flew off, while Rainbow Dash and Dreadwing walked up to the library to investigate the mysterious letter.

"Hey, Twilight!" Dash drawled, Dreadwing crouching down so he could overhear. "What do you have there?"

Twilight hesitated to answer, unease showing on her face. "It's...a letter."

"I know that! What kind of letter?"

"It's a human research facility..." Twilight answered. "They want me for their research."

"Awesome!" Dash exclaimed, draping a wing around her friend. "I'm so proud of you! Finally, your genius is recognized!"

"...Perhaps you didn't hear me, Rainbow Dash; a human research facility."

Dash's pride at her friend fell away. "Oh, yeah." Dash maneuvered around to get a glance at the letter over Twilight's shoulder. "What are you gonna do?"

"I don't know." Twilight answered. "I think I'll need to take this to Rung..."

"Who?"

"My therapist."

Dash scratched her head. "I know you don't like humans, but since when do you see a therapist for it?"

Twilight sighed, folding the letter back up. "Since he decided my 'contempt for humanity outweighed the extent of how they wronged me' or something." Twilight looked down at the letter again, reading it again.

Dash pursed her lips as Twilight's attention shifted away from her. "Eh...come on, Dreadwing." Dash jumped and did a back flip into the air. "I think I'm ready to fly on my own again."

Dash turned away and flew straight up. Dreadwing turned around and converted, following after her without any question. At least, none that he would voice.

Twilight watched them go, before closing the door and navigating her library until she found the terminal she had installed to communicate with any Autobots she had the phone number of, in a manner of speaking. She always enjoyed the many uses of different machines. She was even still working on completing her own GroundBridge in her basement.

After tapping the highly decorated machine that looked something like an overly decorated personal computer, it unfolded, showing its hinges and a screen. With a light form her horn, Twilight seized control of the keyboard and made it dial Rung's frequency. Static flashed across the video feed, before clarifying itself and turning into an image's Rung's face, with its chin and humongous browplates.

"Ah, Twilight Sparkle! You called at an excellent time. I was just checking my messages. What do you need?"

"Hello, Hung-Up," Twilight responded, showing him the same amount of respect and tolerance towards as she did the humans she loathed by not remembering his name. "I have something...interesting here."

Rung looked annoyed Twilight hadn't called him his actual name. He was starting to suspect she actually could remember it, but choose not to address him with, just to annoy him. "What is it?"

"Some humans running a research facility on Earth want me to help with their studies. I don't know how to respond..." Twilight unconsciously held the letter, folding it nervously in her ankle.

"Oh..." Rung's optics glistened. "Oh, this is perfect!" Twilight could see through the feed Rung clapping his hands together.

Twilight didn't share his enthusiasm. "Uh, what's perfect?"

"Twilight Sparkle, I highly recommend you take up this offer!" Rung exclaimed. "By combining these two things – humans, whom you hate, and research, which you love – you can build a positive association to replace your hatred!"

Twilight looked at the letter again, hesitant, but seeing the truth in Rung's suggestions. "They do seem to have some good equipment and research going on...if I helped, they could probably get something good done..." After a moment of tense silence, during which Rung frowned at her reluctance, she nodded her head firmly. "Okay! I'll do it! I'll take up the research, and I'll learn not to hate the humans...as much! Thank you, Rung."

"Wha- you said my name right!" Twilight shut the computer off before Rung could lash out further. "Hey!" The hinges collapsed, and the screen folded in with a khoo-choo-chee, causing it to appear less like a computer and more like a trash can with an awkwardly slanted square for a lid.

Twilight folded the letter up neatly before pocketing it into her tail hairs. She walked out the door, taking a deep breath of fresh air as she got ready to throw herself at the whim and mercy of the human professors who so interested in having her help them study.

Hmm...maybe this wasn't such a good idea.

She was distracted by that thought when she saw Rainbow Dash and Dreadwing still flying around Ponyville, Rainbow Dash showing off her flight skills, and Dreadwing following her lead, despite that he questioned every turn she made.

Twilight shook her head when she saw how other, less steely Ponyvillians than herself had their daily business interrupted by the sound of Dreadwing's engines.

Rainbow Dash made a loop-de-loop, then flapped her wings in place. She covered her mouth as she yawned. "Okay, Dreadwing...let's head back to the academy. I want to take a nap."

"You're found of that, aren't you?" Dreadwing muttered.

"You say something?"

"Nothing!"

They flew off into the distance, their shadows fading into the breezes as they flew over the mountain range, back to the Wonderbolt Academy where their bizarre partnership had begun. The sky was quickly fading from blue to red as Celestia made her sun adjust position appropriately to the time of day. Perfect time for take a nap, as by the time Rainbow Dash woke up, it would be time for dinner!

Arriving at the Academy's elevated plateau, normally inaccessible to those without flight, Rainbow Dash and Dreadwing, Dash stretching her wings and Dreadwing doing an involuntary- actually, it was more like an automatic salute when he had finished transforming.

"Geez, D.W. What's with the salute? Chillax once in a while." Rainbow told him coolly.

"Chillax?" Dreadwing questioned, crossing his arms to demonstrate his impatience with Rainbow Dash's language. "I do not understand the meaning of such a ridiculous word."

They arrived to the cabin with Rainbow Dash's quarters in it, and Dash continued to talk as she pulled out her room key. "It means to chill out and start relaxing." Dash jerked the door open and stepped inside. "Good night, wingpony!"

"Have pheasant dreams, Captain."

Dash stopped. "Do you mean pleasant dreams, or do you actually want me to dream about pheasant birds?"

Dreadwing stared, almost as confused as she was. He pointed a finger. "The first one...I think."

"Okay. Well, good night- wait..." Dash noticed a silhouette coming through the sky. A ovoid piece as out of place as a cereal oat amongst a jigsaw puzzle against the stars. Dreadwing, thinking the way he was trained to think, his first move was to reach for his Gatling and prepared to fire. As the shadow got closer, Rainbow Dash heard a noise she was struggling to make out with Dreadwing's gun loudly charging right next to her.

Once the figure was close enough for what lights hadn't been turned off on the Academy's edges to make out, Dreadwing and Dash could both see it was an Insecticon. Dreadwing kept his gun raised, not sure if it was one of Fluttershy's group, or Shockwave's army remnants. Once it transformed and approached them with with a sense of familiarity, they felt like pretty good in saying it was Fluttershy's. This was proven right when they could make out a sticker in the shape of Fluttershy's Cutie Mark on its chest.

The Insecticon came close enough to speak without shouting, and knelled at Dreadwing. "Princess Fluttershy has decreed she would like to see you."

"Oh..." Dash noted. "Uh, okay." Dash came out of the door, but the Insecticon stomped its foot in front of her, preventing her from passing Dreadwing's leg.

"Him." The Insection said, pointing at Dreadwing with its long, sharp claw. "Alone."

"Wha..." Dash muttered. She wanted to fly up into the Insecticon's face and punch him for daring to suggest taking her and Dreadwing apart, but she knew better than to think she could dent its tough hide.

"It's all right, Captain." Dreadwing assured her, putting his Gatling back into his holster for it. "I seriously doubt Fluttershy is capable of any unscrupulous dealings."

Dreadwing followed the Insecticon out of the plateau and to the landing bay, used for both landing and taking off, much to Dash's discontent.

Watching the two titans fade away into the night, before the lights of their power sources revealed themselves again as they transformed and rose up, Rainbow Dash had to chide herself for thinking as silly thoughts as she was. This was Fluttershy they were talking about. She would never do something questionable, even to a Decepticon, much less a former Decepticon. This was one of her best friends! How could she have questioned her motives? On top of that, Dreadwing was a highly trained and skilled warrior! If Fluttershy had something a nasty surprise waiting, he could take of himself.

Perhaps it was because she gotten closer to, and more protective of Dreadwing than she fully realized, more than she was comfortable admitting. He was good wingmech -wingman, wingpony, oh forgot it. Point being, he would be hard to replace. It was rare there was somepony who had not only the patience, but also the flight skills to put up and keep up with all the nonsense Rainbow Dash's adrenaline-demanding flight patterns would put her partner through.

She took another glance at Dreadwing's flames trailing behind him. She sighed, not fully grasping why she worrying about him so much, and went into her quarters to take that nap.

Dreadwing flew uncomfortably next to the Insecticon. Not that he was afraid Fluttershy had ordered his head on a pike, or something. But why had she called him at all? What did she have to talk about that couldn't be talked about in front of Rainbow Dash?

"Insecticon..." Dreadwing asked politely. "Why does her majesty Fluttershy wish to see me?"

The Insecticon groaned. "She said she wanted to talk to you."

"About?"

The Insecticon flew onward, focused on maintaining its course. Dreadwing decided to get his answer, he'd have to be a bit more forceful. He tipped over slightly and banged his wing into the Insecticon's hide, doing no damage, but all the same giving it plenty of warning of what would happen if he didn't answer.

"About?"

"She...did not say." The Insecticon rasped.

"Hmph." Dreadwing muttered. Looking at the shape of the ground below, Dreadwing made a conclusion. "This isn't the right path to Fluttershy's log cabin."

"No." The Insecticon admitted, showing no sighs wanting to deceive Dreadwing. "No, it's not."

"Where are you taking me?" Dreadwing demanded, making sure to emphasis the Insecticon would not like what was about to happen in his tone.

"Just keep flying. We're almost...correction, we are there." The Insecticon dived, and Dreadwing, though still suspicious, followed. They converted to automaton form, and landed. Dreadwing was graceful, though forceful, bending his knees to blunt the impact. Meanwhile, the Insecticon was entirely forceful with no hint of grace.

"No, no, no." Dreadwing heard Fluttershy's voice chiding. "You're supposed to play the-"

"Fluttershy!" Dreadwing snapped.

"Oh my!" Fluttershy exclaimed, turning around as she jumped off her hind hooves ten feet into the air. She didn't think to use her wings, so she dropped right back to the ground. "Dreadwing!" Fluttershy huffed, hoof on her heart as she tried to regain lost breath. "You startled me."

"Hmm. My apologies." Dreadwing said curtly, scanning the scene. Before him and Fluttershy was what appeared to be a warehouse with a huge slider door, big enough to fit any of her many Insecticons. Fluttershy herself was sitting at the bottom of the door, while beside her were three Insecticons, each with white bibs and black neckties that had been refitted to fit them. One of them had a cello hung limp in his claws.

Fluttershy righted herself and cleared her throat. "Ahem...shall we go in?"

The two Insecticons without musical instruments shoved their claws under the door and forced it open. Dreadwing was still uncertain, but he didn't see any normal tells of murderous intent, so he followed her inside.

"What the huh!?" Dreadwing shrieked in surprise at what was inside. There was a large table set up. A very large table. Large enough to seat him and a few Autobots. There were two seats, positioned opposite, each Cybertronian sized. Placed at one was plate of gourmet organic food, not that Dreadwing knew, and to the other was an oil can twisted and banged into the shape of goblet. It was also lit with candles.

"Please." Fluttershy asked him, gesturing to the empty seat as she fluttered up and sat in the one with the organic food. "Have a seat."

Dreadwing did so, made too vapid by how simply odd this was, did as she requested. His jaw still half-open in confusion, he glanced down at the goblet and saw it was full of brown oil.

"W-what is this?" Dreadwing pointed at the cup swirling in front of him.

"It's premium." Fluttershy answered like a goblet made out an oil can filled with premium fuel was the most common thing in the world. "Please, drink up!" Fluttershy held up her own cup, a wine glass with purple fluid in, and swirled it around. "Indulge yourself..." She happily sipped from her cup, her eyelids at an uncharacteristic for her low point.

Dreadwing looked down again the goblet, and picked it up. He eyed it curiously, still not sure he should drink it. If Fluttershy was going to kill him, it would probably be with poisoned beverages. She could walk away, and not have to see the horror on her victim's face as they died, while still being sure they were dead. Upon further reflection, he realized she had no motive to kill him, so he cautiously sipped it slowly before putting it back down.

Fluttershy seemed amused by this, giggling. "There's no need to be conservative. I have plenty." Fluttershy clapped her hooves together. The Insecticons that were outside, came inside. The one with the cello took up Fluttershy's side and began to play the instrument. One Insecticon took Dreadwing's goblet and poured into from a filled oil tankard, acting as the water pitcher.

Dreadwing glared at the cup as it was set down for him, then he looked at Fluttershy.

"So, how's life with Dash at the Academy?" Fluttershy asked, making small talk as she cut into her food with a knife and a fork.

"It's fine." Dreadwing answered.

"Good, good...she's not working you too hard, is she?"

"No?"

"Excellent..."

Dreadwing was no conductor, but the music the cello-playing Insecticon sounded more like a funeral dirge, rather than the appropriate dinner music.

That was all he needed to put the puzzle pieces together. His last clue. The final hint.

Dreadwing sighed and put his hands on the table. "How?"

Fluttershy seemed taken aback by this. She dropped her silverware, then picked up a napkin to wipe her face, even though there was nothing on it. "How? How what? What do you mean?"

Dreadwing slammed his fists on the table, making the silverware clatter and both their drinks splash in their cups, though they didn't spill onto the tablecloth. "How do I die?"

"D-die!?" Fluttershy screamed. "Why would-why would you think you're going to die, and how would I know?"

"Your Insecticon is playing a funeral dirge." Dreadwing pointed, pointing at the Insecticon in question. The Insecticon appeared uncertain whether or not that meant he should stop, so he kept playing. "You're being extraordinarily nice to me...even by your standards. You have a set-up, an expensive drink, a waiter to attend my every whim...and given what I know about you and your kindness, my conclusion is that you're trying to soften the blow before you tell me I'm to join the scrapyard in the sky, as you would any of your friends! Am I wrong?"

Fluttershy looked away.

Dreadwing stood up from his seat and slammed his fists again.

"Tell me, Fluttershy! Am I wrong!?"

Fluttershy continued looking away, staying silent.

"Well..." Dreadwing narrowed his optics and grimaced. "The only OTHER reasonable explanation is that you harbor ROMANTIC FEELINGS FOR ME!"

Dreadwing got a stark-raving mad grin on his face as he watched Fluttershy be boxed in by his verbal checkmate. "Well?"

Fluttershy sighed, then let loose. "Okay! Yes! You're right! You're going to die! Violently, painfully, and miserably!"

Dreadwing's grin did not falter, and he eased himself back into his seat. "There. Was that so hard?"

"Yes." Fluttershy whispered, though Dreadwing didn't hear her.

Dreadwing grunted. Pushing his seat out, he got up and began to walk around. He covered his face with his hand, not sure what to think about this revelation. Removing his hand from his face, he sighed. "How? How do I die?"

"They're going to come for you." Fluttershy answered, feeling guilty that she was telling him this, as though it was her own fault that Dreadwing was doomed. "And I think you know who I'm talking about."

Dreadwing turned away from the table, from Fluttershy's face. "What would you have me do?"

"Go to Cybertron." Fluttershy answered questioned.

Dreadwing turned back around and raised his brow.

"I..." Fluttershy fiddled with her hooves. "Tricked them into thinking I was dead once already. If they came here to Equestria, and found I was still alive...they would kill me, and this time, they would make absolutely certain I was dead."

Dreadwing stepped back, bewildered, before getting another crazy smile on his face. He was a stalwart solider, and did not fear the eyes of death in battle. Staring at Fluttershy's eyes, and pretending that they were death's was a disjointing experience. He wouldn't recommend trying it to anyone he liked.

"You want me...to return to Cybertron...to die...so you can live!? Fluttershy!" He pointed at her. "I didn't think you capable of such a selfish request!"

The Insecticons growled while Fluttershy flew out of her seat. "Oh, no! It's not selfish at all!"

Fluttershy put her hoof against her chest.

"I am not afraid to die."

Dreadwing glared.

Fluttershy rubbed the back of her neck nervously. "But...on Earth, when Twilight died, Pinkie Pie almost killed herself before we found out Twilight...and if she reacted that way to losing Twilight, how do you think she and the others will react to losing me!?"

Dreadwing gritted his teeth. Her point was illustrated to him perfectly; for Twilight to die was one thing, but losing somepony as sweet, giving and selfless as Fluttershy would be enough to push anypony to their breaking point.

"Very well." Dreadwing said solemnly. "I will do as you ask. I will depart for Cybertron in the morning."

"Thank you..." Fluttershy muttered. "I really appreciate you doing this...it means a lot to me."

Dreadwing snorted, then approached the door. He stopped just short of it, to Fluttershy's curiosity, and turned around, heading back to the table and gulping all the premium that was in the goblet. After putting it down, Dreadwing walked towards the door, before bursting into a dash and transforming into the night.

Fluttershy looked down. She put her hooves over eyes, lowering herself to the ground as she broke down crying.

The morning after, Rainbow Dash awoke and just had a feeling. Just-just a feeling that she got in her bones, that seemed to say today was going to be very unpleasant for her. As she yawned and stretched out of her bed, she tried to ignore it. She got out of bed and her quarters, and was quite startled to see no sigh of Dreadwing's vehicular mode parked anywhere nearby.

"Hey." Dash called for the attention of the nearest cadet, coming out of the quarters next to her. "Have you seen Dreadwing?"

The cadet shook his head no before pulling down his goggles and flying off.

"Hmm..." Dash looked around the area, quiet clonks from her hooves emphasizing her worry about Dreadwing. Dreadwing was a loyal, dependable solider. It wasn't like him to just disappear and go out for fast food or something. It was completely like Dash to do that, but not him.

"Maybe Twilight or somepony will know where she is..." Rainbow Dash galloped towards the edge of the cliff, waving goodbye to her commander Spitfire as she passed. "My wingpony's missing, so I'm gonna go find him! See ya later, coach!"

Spitfire showed no displeasure at this.

Rainbow Dash jumped off the cliff edge, wings naturally flaring out as the ground beneath her hooves ran out. Wasting no time, she made a beeline for Ponyville, flying as fast as she could – which as anypony would attest, was pretty freaking fast. She made no notice of the clouds or how they moved so slowly it was like they were in a different time to her, focused only on getting home and finding out where her wingpony went.

Some ponies waved at Rainbow as her signature bolt of rainbow colors curved into view, but like the clouds moments ago, she ignored them. Unlike the clouds, which couldn't feel, the ponies wondered what was causing Rainbow Dash to ignore everything around her even more than usual.

Determined to find out what happened, Rainbow Dash charged into Pinkie's residence which was also partially partially her restaurant as well. Everypony who was usually there at this time was there on time.

Unlike her partner, today.

There was Twilight, Rarity, and Fluttershy, with Pinkie Pie on the other edge of the counter, doling out coffees, sweet drinks and morning pastries as customers ordered them.

"Hey." Dash approached the table where Twilight, Rarity and Fluttershy were seating, causing whatever conversation they were in previously to cut short. Dash didn't pick up on Fluttershy's nervous expression. "Dreadwing's disappeared on me. Does anypony know where he went?"

Rarity and Twilight looked to each other while Fluttershy started shrinking into her seat.

"No." Twilight answered.

"How bizarre. I understood that Dreadwing was actually quite punctual." Rarity added.

"Think, Rainbow Dash." Twilight pointed her hoof. "Did Dreadwing say or do anything to indicate where he might have gone?"

"No...although, now that I think about it." Rainbow Dash turned a suspicious eye on Fluttershy. "One of Fluttershy's Insecticons came over in the evening and said she wanted to see him." Rainbow Dash put her hooves on the table forcefully, while Fluttershy shifted her eyes. Rainbow Dash recaptured her attention by slamming her hooves on the table. "Do you know where he went, Fluttershy?" Dash snarled in a tone she didn't normally like using with Fluttershy.

Fluttershy shifted her eyes one more time, before cracking in the face of pressure. "Yes! Yes, I do! I-I asked him to go Cybertron so that I-so that I could live, and none of you would have to deal with the grief of me dying."

Rarity and Twilight looked to each other.

"Fluttershy, darling, whatever do you mean?"

Fluttershy ducked into the table. "Do...any of you know the Decepticon Justice Division?"

Rarity and Rainbow didn't, but Twilight did, and this was clear from the blush on her face.

"They tried to kill me once for that time I pretended to be loyal to the Decepticon Cause, you know, when they took over Canterlot." Fluttershy explained. "I managed to fool them into thinking I was dead, but yesterday, I realized they were going to come for Dreadwing sooner or later, so I asked him to leave so the Division wouldn't discover I was still alive."

Rarity and Rainbow struggled to process this, while Twilight thought about what she had done involving the D.J.D.

Rainbow Dash leaped over the table and grabbed Fluttershy by the shoulders. "YOU ASKED MY WINGPONY TO DIE ALONE!?"

Everypony in the restaurant noticed Rainbow Dash's outburst. It was hard to miss. Twilight and Rarity got out of their seats and put themselves in front of Rainbow and Fluttershy before rumors of Rainbow mistreating Fluttershy could spark.

"Nothing to see here, everpony! Just a light- well, actually a very large misunderstanding between friends." Rarity assured the crowd, waving a hoof. "Rainbow, darling, you're making a scene." Rarity whispered to Dash. Dash rolled her eyes and let go of Fluttershy, but it was clear she was still furious.

"Why don't we go outside?" Fluttershy meekly suggested, amber eyes trained on Pinkie. The four of them got up and began to shuffle towards the door, Rarity and Twilight smiling extra at everypony extra forcefully to protect Rainbow's reputation.

Once inside, Rainbow Dash raised her hoof to punch Fluttershy in the cheek, but managed to stop herself. "Explain this to me again, Fluttershy." Rainbow Dash demanded. "You asked Dreadwing to go to Cybertron, so these...Decepticon Justice guys could kill him!?"

"Pardon me, but I find the idea of Decepticon justice somewhat...contradictory." Rarity interjected.

"It's less like justice and more like single-minded fanaticism that punishes deserters of all shapes and sizes." Twilight added. "Actually, I take that back. Pardon my pun, but 'Fanaticism' doesn't really do them justice."

"You didn't see them, Dash." Fluttershy reminded her, speaking fearfully. "They were...unnatural. There's no way you could have stopped them. We would all try to fight them, and then we would all get killed. At least this way, some of us survive..."

"There's nothing that I can't stop!" Dash snapped at her, but Twilight held out her hoof to Dash's chest.

"No, Rainbow Dash. She's right. I-I met their leader." Twilight admitted.

"And you survived?" Fluttershy whispered.

"If we tried to fight him, I'm pretty sure he would obliterate us, our friends, families, and everything in the area, just for good measure." Twilight explained, ignoring Fluttershy's question. "At least with their new target on Cybertron, we could probably fight them with better chances there."

"On their home turf!?"

"Actually, their 'home turf' is a far-off planet called Messatine." Twilight corrected her.

"How do you know so much about them, Twilight?" Rarity questioned. Again, their questions to Twilight were ignored.

"There's five of them...Tarn, Kaon, Tesarus, Vos, and Helex." Twilight rattled off, listing all her mysteriously acquired information for all of them to hear, to better prepare for the fool's task of fighting them on Cybetron.

"I think it was Helex and Vos who came to my house..." Fluttershy muttered.

"They all have their own unique powers, alternate modes are almost entirely composed of torture devices. Armor is coated with unknown materials that makes them more or less invincible..." Twilight let out a deep breath. "We may need to get Optimus Prime's help."

"May?" Rarity repeated.

"I'm going to get Spike to write a letter to Celestia so we can use the Space Bridge in Canterlot."

The four of them started walking towards Twilight's library, but then they stopped and turned around to Fluttershy.

"What do you think you're doing!? You can't come with us! Then there will have been no point in you asking Dreadwing to leave!"

"I-I want to help." Fluttershy stuttured. "This is all my fault, after all."

"Darling." Rarity put her hooves on Fluttershy's shoulders. "None of this is your fault at all. You were merely trying to protect your life, and by extension, our sanity." Rarity pulled her close and nuzzled cheeks. "There is no need to apologize for looking out for us."

"Okay.."

"Maybe you can gather a troop of Insecticons." Twilight suggested helpfully. "Uh..just make sure they leave your name of their war cry."

Fluttershy nodded, and then they were on their way. Within minutes of arriving at the library and sending the letter, there was a Space Bridge opened up for them to jump into and find themselves in the Autobots' base, going from one end of the solar system to the other within a matter of minutes.

As they tumbled through the Bridge, landing on a platform, Twilight was too eager to ask for help to realize they were interrupting something. "Optimus! We need-"

"Autobots, I cannot overemphasize the importance of your task." said Optimus' stoic voice, as he gestured at the computer.

"Oh..." Twilight realized she had spoken out of turn and backed away. In front of them, separated the safety railing were three Autobots whom Twilight guessed were who Optimus was talking to. Ultra Magnus, Optimus' more laid back brother and leader of the Wreckers. (By "laid back" that meant "Reckless, violent, and everything a Wrecker hopes to be.") Recently returned Grimlock, leader of the Dinobots and – as Rarity eloquently put it - "The Autobot's Decepticon," as Grimlock was somehow more violent than Magnus, yet remained firmly on the side of good. Grimlock was pretty much the biggest jerk one could be while still (barely) being an Autobot. He looked a little uncomfortable, having to crouch to fit inside the base.

There was a third one they didn't recognize, who seemed to have Magnus' colors, but a model of Optimus' body as his framework. Steel bars were visible in his proudly protruding chest, and he was adorned with the power lines found in Cybertronians every so often. Twilight could easily sense the friction between him and the two loose cannons he was standing in between.

"It is paramount that these Decepticon uprisings on the expanse of outer space be immediately quelled, or at the very least, contained to the planets they are stationed on. Lest the Decepticons under Shockwave's Neutrality Agreement hear of it and decide they'd rather follow the lead of these warlords and their blood lust, rather than Shockwave's logic."

"'Kay." Magnus said.

"Any excuse to bust some heads." Grimlock muttered, pounding his fists together.

The 'bot they didn't recognize saluted, apparently taking the situation more seriously than Grimlock of Magnus. "I will do my best to quash these uprisings, and any thoughts of rebellion, sir." His voice was extremely stern. Quite possibly sterner, and definitely less warm than Optimus'

Optimus nodded to let them all know he heard what they said. "Autobots-"

"Who's the new guy?"

Every Autobot in the room turned to the ponies.

Optimus cleared his throat and stepped forward. He gestured an open hand at the new arrival. "May I present, commander of the Cybertron Elite Guard, Magnum."

"Well, it's a pleasure to meet you, Magnum." Rarity said sweetly.

"It's a pleasure to meet you, Magnum, sir." Magnum tersely corrected her, hands on his hips.

"Uhp uhp uhp!" Ultra Magnus objected. "She's a Wrecker, Magnum. She answers to me."

Magnum was appalled by this. "This organic is a member of your Wreckers? Why am I not surprised?" He pointed a finger at Magnus, who rolled his optics back. "Putting an organic in harm's way is one of the most sacred Autobot codes, so it's no surprise to see why you would put this pony in the line of fire!"

"At ease, Magnum." Optimus said coolly, attempting to defuse the situation before it escalated into blows. That was bad enough itself, but with Grimlock here, he would no doubt be eager to encourage a brawl. "These ponies have demonstrated not only a willingness to throw themselves into the fray, but an aptitude for it as well."

Magnum seemed placated by this, but he still looked displeased.

"Well, on the bright side," Ratchet interjected, glaring at Magnus, Grimlock, Rainbow Dash, and Twilight all in turn. "It's nice to have someone here who actually respects proper procedure for a change."

Twilight was shocked that Ratchet had included her in that group. "Wha- since when do I not follow proper procedure!? I always follow proper procedure!"

Ratchet raised a finger of his own. "Raising undead Terrorcons with which to terrorize a human populace is not proper procedure!"

Magnum looked to Ratchet, then to Optimus, then to Twilight. "Is this true? Have you been dabbling in the forbidden art of Dark Energon?"

Twilight was wondering what Optimus meant when he mentioned Decepticon uprisings, so she decided now was good time to ask. Hopeful that would diverge the conversation enough that Magnum wouldn't be able to mount an investigation into her recreational activities. "You said something about Decepticon uprisings, Optimus?"

"Yes." Optimus answered, turning back to the screen. "As you know, when our home world of Cybertron went dark, our kind scattered across the galaxy, spreading our war to countless other worlds. Now that news of Megatron's demises has reached these outposts, ambitious warlords are escalating their actions."

"Precisely to what end, we don't know." Ratchet chimed in. "All we can speculate is that either without Megatron's orders, they're free to cause carnage as they please, or that they hope to convince the Decepticons to flock to them and carry on the war."

"I have contacted various Autobot commanders to dispatch squadrons to attempt to control the situation." Optimus concluded.

"How about it, Rarity?" Ultra Magnus said, pointing at her approvingly, which made her blush. "You wanna go into space to wreck and rule?" Magnum scoffed. Magnus noticed, but didn't say anything.

"Well..."

"Take your time." Magnus assured. "I have some prep to do if the Wreckers are gonna go into space. Mostly, it's just figuring out where in the Pony Hell Wheeljack went."

Magnum didn't hold his breath this time. "Ultra Magnus, these are guests in our base of operations, and we should be polite to them." This time, Magnus scoffed.

"That's enough." Optimus warned them.

Twilight cleared her throat. "Anyway, the reason we came here is that we need help to fight the Decepticon Justice Division."

For all their seriousness, or in some cases, reckless bravado, every Autobot in the room was aghast at this.

"Fight the Justice Division!?" Magnus exclaimed. "Have you gone mad!? You can't fight the Justice Divison! It's- it's suicide! With more letters! It's suicide, with more letters." He pounded his fist into his head to emphasize his point. "It's certain death with delusions of survival!"

"Please!" Twilight pleaded. "They're going to come for Dreadwing! Rainbow Dash's wingpony!"

"Dreadwing? The Decepticon Seeker captain?" Magnum questioned, not up to speed on Dreadwing's status.

"While the Decepticon Justice Division is feared, and rightfully so," Optimus said. "I cannot let them punish Dreadwing for the simply crime of not wanting to fight anymore. Ratchet, contact the Rescue Bots, and have them prepare the Space Bridge."

"Optimus, are you sure you want go down this path?" Ratchet objected. "Tarn will certainly make every effort to extinguish your Spark, if given the opportunity."

"Rest assured, old friend..." Optimus spoke comfortingly at first, but his tone turned darker as he continued on. "I have no intention of giving him that opportunity."

Twilight cleared her throat. "Um, Optimus? I...I met Tarn before."

This seemed to quickly catch Optimus and Ratchet's attention.

"I...really don't want to risk seeing him again." Twilight admitted. "And I've...accepted an offer to come work at a human facility for scientific research. So...I'd hate to abandon my friends, but I really don't want to see Tarn, so could I do that instead?"

Optimus gave a rare smile, no doubt pleased Twilight had developed past her contempt for humanity enough to accept a work offer. "Of course, Twilight Sparkle. Tell Ratchet the coordinates, and he will prepare the GroundBridge."

Twilight smiled back, happy Optimus understood. "Oh! Rarity, Rainbow Dash! Make sure you go get Shining Armor's help! His Dark Energon infusion should provide a substitute for me!"

Twilight dashed down the stairs, ran to Ratchet's feet, and quietly whispered the coordinates. Ratchet pulled the Bridge, and Twilight was gone a moment after.

"Are we...sure Shining Armor will be so pleased as to provide such a tactical advantage?" Rarity questioned. "I've noticed he's not nearly as enthusiastic as our dear Twilight during symbiosis."

"Either way, Dreadwing is in danger and needs our help." Dash retorted, concerns about Dreadwing's survival being more important to her than Shining Armor's comfort or discomfort.

Elsewhere, several miles away, Twilight stepped out of the GroundBridge to be treated a sight she found most welcoming- a laboratory. A nice, big, laboratory to boot. There were multiple buildings, one in the center that was larger than any of the others, but they all shared a white color scheme and glossed over azure windows.

Surely, there was a plethora of interesting human scientific devices inside for her to use!

Speaking of humans, there was one at the door. She was around middle-age, about average attractiveness with long black hair. She was dressed in the typical (or stereotypical, if Ratchet was asked) white lab coat over a magenta shirt and black pants.

"Hello!" Twilight waved to her. "I'm Twilight Sparkle. I was sent an invitation asking if I wanted to come work here?"

"Ah, so that's what a pony is doing out at my humble laboratory!" The human said, coming closer for to her to talk. "I was wondering what an alien like yourself might be interested at my simple work office."

Twilight chortled, taking a look up at the building complex. "If that's humble, I don't even want to know what you call great."

Both Twilight and human shared a good laugh at her jab. The human offered Twilight her hand and introduced herself. "I'm Professor Lucy Suzuki. I work for the pharmaceutical division of Sumdac Systems."

"Sumdac Systems?"

"That's the name of the laboratory! Named after our founder, Issac Sumdac!"

Twilight smiled, feeling oddly like she and this human could get along with each other. Even if she reminded her of Ditzy Doo on her more directionally-challenged days. "I...like it?"

"So, what's a fancy-schmancy alien like you doing, coming to help our primitive tech?" Lucy asked.

"Well, hahaha," Twilight chuckled nervously as she followed behind Lucy to the gate. "I kind of hate humans, so I was hoping that if I worked here, I could get over it through positive association. I hate humans, but I love science."

Lucy frowned. "Aww, that's a shame. Come on!" Twilight was surprised when Lucy offered her hand without any concern for Twilight's contempt. "I'll take you in for a tour, and maybe you can see we're not so bad after all!"

Twilight smiled anxiously, before giving her hoof. "I think I'd like that."

Lucy, with a surprising amount of strength Twilight was surprised, Lucy excitedly ran into the facility, dragging Twilight with her. Twilight was amazed by everything she saw. There were geraniums that were quite large and healthy – a far cry from the pollution and poor plant care she had taken all humans to engage in. She saw briefly caught glimpses into the various buildings, where lights and sounds of all sorts of scientific experiments were being done, much to her increasing excitement.

Twilight stumbled when Lucy suddenly stopped and let go of her hoof. Twilight turned to see another human, male, short, overweight and with a skin a shade lighter than Agent Fowler's. His black hair pointed upwards with a white stripe in it.

"Oh, I'm so sorry, Professor Sumdac!" Lucy apologized, clasping her cheeks with her hands. "I was just so excited to show Twilight here around the facility and-"

"It's all right, Doctor Suzuki." Sumdac assured her, waving a gloved hand. "Did you say Twilight Sparkle?"

Twilight caught the mention of her name and grinned to show she was paying attention. "That's me."

"Oh, how splendid!" Sumdac jumped up and down like an excited child, clapping his hands. "I heard about your scientific experience, and was hoping you would lend your valuable skills to my facility, but I knew about your issues with...my kind. So it is good to hear you've accepted my proposal!" Sumdac gave her a thumbs up.

"Well, I'm ready to get to work, Professor!" Twilight saluted.

"Glad to hear it, Miss Sparkle. I believe the botanical division is trying to splice some Oriental plants together." Sumdac pointed at the direction which Twilight assumed was the botanical house. "Why don't you see if you can help them out a little?"

"I'll do my best."

Sumdac walked off, excusing himself as he had more business to deal with, being the head of a huge company that didn't limit itself to just one branch of science.

Twilight whispered into Lucy's ear after Sumdac had left. "Is wrong of me to think he looks like a pineapple with banana slugs for arms?"

Lucy giggled. "No. I think that, too."

"You know what, Doctor Suzuki? For a human, you don't seem that bad."

Twilight took another look around, and heard a very reassuring sound. The sound of an electric power surge as something, somewhere went horribly wrong, as science is wont to do, that would inevitably have to be contained by saner individuals in specialized suits.

"I think I might like it here."

On Equestria, Applejack charged into the Guard's quarters, startling Shining Armor, causing him to flail around and fall back from the table he was discussing important matters on with his guards, whom he had just embarrassed himself in front of.

"Shining!" Applejack snapped. "The gals and Ah are gunna go fight these rowdy Decepticons on Cybertron, and Twilight's not available. We're drafting you in to fill in for anything that may need some Dark Energon, or doesn't need it, but she gives anyway."

Shining looked around his guards. He lifted his pink helmet off his head and held in front of him. "I'm sorry, guys, we'll have to finish this later." The guards all muttered words of sympathy and understanding. Shining turned to Applejack, putting his helmet back on. "You know I don't like using the Dark Energon in my blood!"

"Well, tough." Applejack spat at him. "Me and the girls are down a Terrorpony, an Insectipony, and a nest of Insecticons, so we need yer help."

Shining sighed, and resigned himself to oblige. His natural sense of chivalry, combined with the fact his parents raised him to be courteous to mares, meant he could not say no, not with a clear conscious, at least. "Fine...let's go. Soldiers, tell Celestia to fire up the Space Bridge."

Shining walked besides Applejack to the Space Bridge platform, high on a platform in Canterlot where it was visible for all the ponies below to see so they would know where to go in the event they should decide they would like to go and see Cybertron or Earth up close with their own eyes. Shining noticed that Rarity didn't seem to be too in love with the mission they were going on. He found this alarming, as usually, Rarity would adopt the mask of destructive-loving attitude of a Wrecker when Cybertron was involved. Rainbow Dash also looked extremely disgruntled and bitter.

"Uh...you okay there, Rainbow Dash?" Shining asked.

"No." Rainbow answered forcefully.

"Okay! I'm...loving this mission already." Shining said sarcastically as he let the magic disguise fade and reaveal his mutations.

They stepped into the Space Bridge and stepped out onto a suspended metal bridge on Cybertron, somewhat like a Cybertronian version of a freeway. Shining hadn't been there before, so the splendor of seeing the planet of metal for the first time appeared to him for the first time. That was quickly soured, however, by him noticing the presence of Changelings strapped to metal grids that electrocuted them with they fidgeted too much, drawing on their magic to power the planet itself. Dreadwing was on the bridge, overlooking the streets below where Autobot with ground-based vehicular modes were stuck traveling.

"Dreadwing!" Rainbow Dash exclaimed, running up to her wingpony.

"Rainbow Dash?" Dreadwing questioned, confusedly turning around. "What are you doing here?"

Rainbow Dash beat her hoof against her chest. "I'm here to keep Tarn from sending to the scrapheap!"

Judging from his expression, Dreadwing didn't what to think about this at first, but he figured it out. He stomped towards her, shook his first, and growled. "There is a reason Fluttershy asked me to leave Equestria and come here, Rainbow Dash! Tarn does not care how many other that will have to fall, or what he will have to destroy to get to me!"

"I know!" Dash growled back, stomping forward at him in response. "But I won't let him get you! You're my wingpony – my partner – and that means I have to look out for you!"

Dreadwing's optic twitched. "Ever since last morning, I have been having doubts of my change in allegiance, and this is my answer! Do you not realize you are walking straight into the jaws of death!?"

"Yeah, I know! DO YOU!?"

"NAAAHH!" Dreadwing raised his fists into the air and stomped on the ground. "A Seeker faces death with dignity!"

"Yeah?" Dash countered.

"Should we do something?" Shining whispered to Applejack.

"You know wut, Shining? Ah reckon yer right." Applejack answered. She walked up and put a hoof on Rainbow Dash's wing. "Maybe Dreadwing's right, R.D. Maybe we should just fall back and let him do what he's gotta do."

Dash's jaw dropped, offended at the notion. "I didn't come here all the way to Cybertron to help Dreadwing just to leave him to die!"

"I DID NOT ASK YOU TO COME HERE!" Dreadwing bellowed at them. "All you had to do to GET here was step through a Space Bridge." Dreadwing pointed in the direction of Kaon, where Shockwave's Tower and his own Space Bridge resided. "And that is all you have to do to leave!"

"I..." Dash snarled. "Am...not...going...to leave...you...alone."

Dreadwing raised his finger to say something, but he was cut off by a piercing scream from a voice that pierced their souls.

"DREEAADWIIIING!" The unmistakeable deep voice of Tarn screamed so loudly that it was audible for miles. It was as deep as an organ being played in low timbres to mourn someone's passing. The voice rattled their bones and stopped their hearts. "We know you're here! Come out and face us, traitor!"

Rainbow Dash was surprised that the 'Justice' Division was here already, but she regained her composure and started barking orders. She pointed quite emphatically at Dreadwing. "You. You will stay here. That is an order from your captain. Shining Armor, Applejack, Rarity and me will go and deal with Tarn and his goons." Dash turned to her friends. "All right, ladies, let's roll out!"

They galloped across the bridge, tails waving in the wind, before Dreadwing could even articulate his protests against this. Dreadwing gritted his teeth and turned with his arms crossed, unable to bring himself to disobey a direct order from somepony who was technically his commanding officer...even if he disagreed with it.

Rainbow Dash took the lead of the group. It was her wingpony on the line, and therefore her mission , after all. After some galloping, they swerved around to look over the edge of the bridge to see the Decepticon Justice Division looking around the town square, scaring the various crowds of Autobots and Decepticons who up until now were just minding their business. Little Pony and human tourists, visiting to see Cybertron, followed their lead and got out of there.

"There they are..." Dash growled to herself quietly. Each one in turn. Vos, black and silver with a faceplate, who appeared to made out of things a pony would find in a torture dungeon reconstructed into a robot. Kaon,named after the city, who, mostly beige, with little pink grooves on his, a pale, long face, and two electric generators pumping in and out of his back like pistons. Helex, extremely dark green almost to the point of being black with a window in his chest. Tesarus, whose face was covered by a red 'X' shape, a gnashing pit in his chest, and two huge claws coming out from his back like cords. Then there was Tarn himself. Purple and white, his shoulders were made entirely of treads, he had two cannons on one arm, one atop the other, and the Decepticon symbol etched into his face.

"Dreadwing!" Tarn aimed his cannon and blasted an unfortunate wall whose only crime was being a wall. "Come out here, NOW! You are one of the worst traitors Kaon has ever found! You were loyal once to the Cause! What possessed to join with these ponies instead?"

Rainbow Dash snarled, but being so high up on the bridge, Tarn thankfully didn't hear her.

Tarn took a look around and made a frustrated noise. "Bah! Decepticons! Spread out and see if you can find him!"

The other members of the Division nodded, and they spread out, marching in four different directions to find the Seeker who had abandoned the cause.

"I will find you..." Tarn growled.

"Oh, this is perfect!" Dash said, thinking she was talking to herself. She rubbed her hooves together in anticipation.

"What's perfect?" Shining Armor asked.

"Tarn's all alone!" Dash answered as she raised her rifle and charged it. "We'll just kill him, and that will convince the others to back off!"

"Ah'm not so shore that will work..." Applejack muttered. Rainbow didn't hear her and let off her shot, sending a red laser directly down from their position, straight into Tarn's face. There was an impressive display of smoke and fire.

"Nice!" Shining complimented. "I didn't think that would really..."

Once the smoke cleared, they could Tarn's face was completely intact.

"...Work." Shining finished.

"Who did that?" Tarn looked left and right, before looking up to see Rainbow Dash and her team staring down at him. "Ah! Now there's something you don't see everyday." Tarn converted into his vehicular mode – a tank with gunner chairs for the other members of the Division to ride in- and angled his barrel up at the bridge. "A bright, cute Little Pony with a death wish!"

Tarn fired. A metal sphere launched out of his cannon, its shape masking its nature as an explosive shell. It hit the bottom of the bridge, causing it to collapse. Rainbow Dash flew off before the rubble could clip her on the wing, and Shining conjured his force field spell to protect himself, Applejack and Rarity. Rarity chose a more direct approach and just levitated herself and them to another bridge. The rubble from the bridge landed on Tarn himself, burying him in the bridge's ruins. Dash smirked, confident Tarn had just terminated himself by crushing his body under the weight, but Tarn burst out of the rubble in his robot mode, screaming bloody murder and promising to take his anger out on them. He converted to his tank mode again and fired at Rainbow Dash, who causally moved out of the way, leaving the shell to explode in the air harmlessly.

Tarn converted again and began to march towards Shining Armor, Applejack and Rarity. Dash pounded at him with her rifle, but each shot did little more than produce a cute 'Pa-ding!' sound as it hit against Tarn's seemingly-invincible armor.

Rarity charged her magic and joined in on firing on Tarn, but her magic did as much good as Rainbow's gun.

"Watch..." Shining said to Rarity. "Twiley told me that Dark Energon has at least one use for it that I can use."

"An' that would be?" Applejack questioned.

Shining's horn began, well, shining intensely, a sphere of purple light forming around it. A six-pointed star flew out from the sphere and hit Tarn in his chest, causing a cluster of Dark Energon to spontaneously sprout from his armor plating. The light on Shining's horn remained, attempting to use symbiosis to bring Tarn under his heel.

"Rrraagh!" Tarn screamed and ripped out the cluster with his bare hands, before tossing it to the ground and blasting it with his cannon, causing the shards to scatter bomb the area around him.

Shining's jaw dropped. Twiley had been insistent that even Shining could utilize the Dark Energon for this purpose, and this had been the Dark Energon's chance to prove to him it wasn't completely horrible, and for it to fail so badly, at now of all times made his stomach lurch badly with the sting that came with failure.

Shining saluted at Rainbow Dash. "Rainbow Dash, ma'am, you're leading the mission. My purpose being here – to provide Dark Energon- has failed. Permission to make a tactical withdrawal?"

"Denied!" Dash shouted at him. "However, I will grant you permission to 'run away like the little pansy you are'." She added coldly.

Shining bit his lips, but after creating a few force fields here and there for Applejack's and Rarity's retreats, he silently galloped along the bridge, fleeing from the fight, a new objective now dominating his mind. Applejack muttered something about him being easily discouraged, and looked down to see Tarn was still approaching their position.

There were some more powerful blasts coming from another overlook which made him stagger, but the zealot continued his march. After being made to stagger several times in a row, Tarn lost his temper. "Rraagh! Who's shooting at me now?"

Tarn turned around to see Optimus Prime and Bulkhead standing on the edge of the bridge Tarn had destroyed. Optimus and Bulkhead leaped off the edge, on the ground where the battle was proper.

Bulkhead put his fingers to his head and waved Rarity. "Sorry I'm late, my little Wrecker!"

"I forgive you!" Rarity shouted back at him playfully.

"Optimus...Prime." Tarn snarled. "It is fitting, then, that at last, I can punish the Decepticon's largest traitor- the friend of Megatron who abandoned him when the war broke out." He was referring, of course, to Optimus' former friendship with the deceased Megatron before Megatron fell into insanity.

"It was Megatron who caused the war." Optimus reminded him, pointing a finger at Tarn. He converted his arms into their blasters. "And I was friends...with D-16."

D-16 was the name Megatron was assigned by his superiors before Megatron took a new name for himself. The mention of Megatron's pre-Decepticon name, the flag of the rampant slavery that incited Megatron's rebellion. Tarn, of course, knowing all the history of the Decepticons and their upbringings, knew the meaning of D-16, and being reminded of glorious Megatron origins as a measly working-class slave miner, made him fly into a rage.

"AAAAAARRAAGH!" Tarn screamed, firing his cannon at Optimus without any of his normal precise aim. "I was here for the traitor Dreadwing, but you I will terminate with extreme gratification, Optimus Prime!"

"I look forward to it!" Optimus answered, defiant to the end, running around to avoid Tarn's blasts. Bulkhead fired what shots he could, but even consider how much more powerful his Autobot blasters were compared to Dash's human-made rifle, it didn't seem to faze Tarn in the slightest.

"Optimus, blasters aren't working!" Bulkhead rather exclaimed rather panicky.

"Maintain fire!" Optimus ordered, shooting his blasters at Tarn and strafing the Decepticon. A shot from Tarn's hit Optimus square in the gut, and sent him flying. He seemed to tumble backward in the air in a phenomenon known as bullet time, doing a full flip before landing on his back, dust from the ground coming up in puff as his weight displaced.

Bulkhead was temporarily distracted by the defeat of his leader. "You're gonna pay for that!" The ex-Wrecker converted his arms to melee configuration and rushed Tarn, smacking him in the face and making him stagger backwards before Tarn realized what happened. Tarn froze...and then slowly turned to Bulkhead, who realized he may have made a mistake. Tarn proceed to slam his fist into Bulkhead's cheek, knocking his lights out. Bulkhead collapsed unconscious to the ground. Tarn looked at him almost pitifully, wondering if it was even worth it to bother killing this measly Autobot. But then Tarn looked ahead, and saw Optimus on his hands and knees, trying to push himself up. Tarn causally strode towards the Last Prime, then slammed his foot into Optimus' back, pushing him back down.

"So here we are, Orion Pax." Tarn hissed. "You, beneath my foot, which you are not even worthy to give a message to, let alone be crushed under it." Tarn emphasized the word by pressing hard into Optimus' back.

Dreadwing, gazing out into the distance, sighed. He heard the plonk of hooves behind him, and turned to see Shining Armor coming to join him.

"Hello, Captain." Dreadwing spat at him, meaning no ill will towards Shining, but letting his resentment at Rainbow telling him to stay show through. "Have you news of how the battle goes?"

"Not really..." Shining admitted. "I tried to use Dark Energon on Tarn, and it didn't work out so well, so I withdrew."

Dreadwing gave him a hard glare. "You abandoned your comrades in the middle of a skirmish!?"

"Well, when you put it that way..." Shining scraped his hoof. "But look at this way; they wanted me for Dark Energon, I gave Dark Energon, and it didn't do anything. So I asked to be excused, and I was."

"Hrrrm..." Dreadwing turned away, obviously still upset, but unsure what to say to express his dissatisfaction with Shining's answer.

Shining trotted up to the ledge and threw his front hooves over it. "Don't get me wrong, though, I hear what you're saying, big guy."

"Mmm...do you now?" Arms resting on another ledge higher up than Shining's, Dreadwing was skeptical.

"Yeah. I never would have left if Dash told me to stay and fight for my friends..." Shining said. He rested his head in his hoof. "I'm just...a little shaken up right now. Dark Energon. Need I say more?"

"No." Dreadwing answered irritably, hearing an explosion from the fight echo off in the distance.

"It's all about loyalty, man." Shining harped, going into full-on hippie mode. "If you need to leave, and your friends are okay with that, then you can leave."

Dreadwing raised a browplate, intrigued by Shining Armor's notion. "Is that so? … It must be nice to have friends."

"Not nearly as nice as having a wife..." Shining muttered dreamily. His eyes popped as he realized he was going off-topic. "Ahem...anyways, it's nice to know your friends will support your decisions, no matter what."

"Yes..." Dreadwing answered quietly, looking down. He pulled his arms off the ledge and turned away, walking away from the ledge and towards the destroyed bridge.

"Wha-where are you going!?" Shining exclaimed.

"My Captain, my friend, Rainbow Dash, did not support my decision to face Tarn alone." Dreadwing snarled at him, pulling out his sword to Shining's alarm. "The mercy seat is waiting for me, Captain."

Dreadwing turned, sprinted forward, and converted into his Lightning mode. He flew over the edge and towards the bridge where Rarity and Applejack had gone to after the first bridge was destroyed, transforming and landing on the now-vacant bridge with a thump, and crouched to observe the battle.

Applejack charged at Tarn's foot and bucked it, putting in all the force her hind legs could muster, but Tarn punted her aside before doing the same thing to Rarity. Tarn stomped Optimus' back again and raised his cannon-arm. Borrowing a trick from Megatron's own book, Tarn's cannon lifted up slightly, and a blade unfurled from underneath the barrel. It was a long, black blade with white rim, with a tip that curved like a scimitar. The blade was raised, Prime was pinned. Everything was set for Tarn to deal the killing blow.

Dreadwing reached to his hip and whipped out his pistol, but one of his many weapons, and fired at Tarn's head. The bullet bounced off harmlessly, but it caught Tarn's attention. "Who's shooting at me NOW!? Tarn shrieked, but he was elated to see it was his original target, Dreadwing. "So, Dreadwing! You finally show yourself!"

"What!?" Dash screamed. She flew to the bridge and landed by Dreadwing's feet. "Dreadwing, what are you doing? As my wingpony, I ordered you to stand down!"

Dreadwing looked at her and grunted. "I was a Seeker." Dreadwing crisscrossed his arms and ripped the Wonderbolts' logo off his wings, revealing the Decepticon symbols underneath. Dreadwing literally toss them both into Dash's face, where the stickers stuck to her cheeks. Rainbow Dash peeled them off, and cried, looking at the discarded stickers in her hoof. She looked up at Dreadwing, wanting, but unable to say "How could you?"

"And as of this moment, I am no longer your wingpony, but a Seeker again."

Dash tossed the stickers to the ground. "No! I'm not going to let you do – this!" Dash's voice turned stained, as she felt cold metal pressing against the back of her neck. The tip of Dreadwing's curved sword.

"I will not have my loyalty or honor disgraced by having you and your friends die for me." Dreadwing informed, speaking without a trace of sadness or fear in his tone. He removed the sword from Dash's neck and turned towards Tarn. "TARN! I know you have come for me! Come to the elevated platform due northwest of here, and I will meet my fate with dignity."

"Excellent..." Tarn was so pleased Dreadwing had given himself up, he forgot all about executing Optimus.

"I won't let you do this!" Rainbow Dash yelled at Dreadwing. Dreadwing turned to her and punted her off the bridge to the ground below. Dash grunted when she hit the ground, too surprised to spread her wings.

To ensure none of them would follow him and as a result, get themselves killed by Tarn and his cronies, Dreadwing pulled a plated bomb and threw at the ground. The blast was fairly tame, compared to what his bombs usually did, but the resulting shockwave was enough to knock Rainbow Dash, Applejack, Rarity, and the briefly conscious-again Autobots out.

Tarn was close to the epicenter of the blast, and when the smoke cleared, not only was he uninjured, but he hadn't even been moved from the bomb's pressure wave, even though he was right next to it.

Dreadwing, his challenge to Tarn issued, and his former Wonderbolt captain unable to stop what had been set in motion, Dreadwing turned, transformed, and flew off the platform where the Decepticon Justice Division would spend all day waiting for him. So even though he specified sunset for the time, the Division would be there all day from this point onward, waiting for him...and they would rampage again in search of Dreadwing if the Seeker didn'tturn up. That was fine, as Dreadwing was a mech of his word. He would be there.

Dreadwing flew to the platform he specified, northwest. The platform didn't much to note about it, aside from the fact it was dark green with a grid pattern. The time neared sunset as he approached, and as predicted, the entire Decepticon Justice Division was gathered, waiting impatiently for him and ready to slag this traitor and move on to their next target.

Dreadwing transformed and landed on the rim of the platform and stood to face them.

Tarn pointed to Kaon, who converted into his alternate mode. Calling it a 'vehicle mode' would be misleading, as he turned into a Cybertronian-sized electric chair. "Into the chair."

Dreadwing regard Kaon's for a minute, as if in contemplation. Then he whipped out his pistol and shot out the generator on Kaon's chair-back. Kaon short-circuited, electric sparks flying from, and automatically transformed back to robot mode. He staggered, trying to stay on his feet, but was overwhelmed by his overload and fell.

The other Division members looked on in shock, then turned to Dreadwing with anger written on their faces.

"You want to kill me?" Dreadwing screamed at them. "You want to slaughter me like a pig in a barn!? No! You do not have the right to kill me!"

Dreadwing drew his blades, one thin and silver, the other broad and blue, shaped like a thunderbolt, and crossed them in a 'X', making a echoing clang at the Division.

"Come hither...and earn it."

The Division members that still stood shook their fists, then charged at Dreadwing. Helex came at him first and knocked the swords out of Dreadwing's hands, but Dreadwing countered by slapping a bomb to Helex's face. Helex flailed backwards as he attempted to pry the bomb off his face. Next was Tesarus, who launched his corded claws at Dreadwing. Dreadwing grabbed the cables before the claws could grip him, and swung Tesarus by them, throwing the surprised fanatic off his heel struts. Tarn came at Dreadwing and got a good slap in, making Dreadwing stumble, but before Tarn could press his advangtage, Dreadwing recovered and gave Tarn a boot to the stomach, throwing him backwards. Vos leaped on Dreadwing and wrapped his arms around Dreadwing's neck and tried to choke him. Which didn't make much sense, as Dreadwing was a Decepticon and therefore did not need to breath. Dreadwing bent over and threw Vos off his back to the ground and stomped the leathery 'bot in his stomach, but Tesarus got up and launched a claw from behind, seizing Dreadwing by the midsection. Dreadwing struggled against the bind, then with some difficulty, reached for his sword on the ground, grabbed it, and used it to slice Tesarus' claw off.

He fought long.

He fought hard, against the beat of the setting Cybertronian sun.

He fought nobly, even as he fought for his life.

Every time their armor and his blades would graze,

He'd make sure they could see his face.

He fought long.

He fought hard, refusing to fall until the fight was done.

He fought honorably, to the bitter end...but ultimately...

It was a fight he could not win.

Dreadwing batted Vos away again, and prepared to strike a killing blow, but Tarn came behind him and stabbed through the back with his arm-blade, impaling Dreadwing through his chest. Tarn jerked his sword and watched with masked glee as Dreadwing gasped and fell. Tarn raised his hand to signal their work here was done. Helex picked up the unconscious Kaon, and they left, to go wherever they went when they weren't hunting Decepticons or Autobots down.

Rainbow Dash woke up around the same time as Applejack, Rarity, Optimus, and Bulkhead did. Dash rubbed her head. "Oooh...what happened?"

Rainbow Dash's eyes popped, and she looked around, remember exactly what happened before she blacked out. Dreadwing. Dreadwing renouncing his allegiance to the Wonderbolts and renewing his commitment to the Seekers by throwing the Wonderbolt stickers into her face, just after... just after he challeged Tarn.

"No!" Dash screamed to herself, taking to the skies and blazing through skyscrapers. "No, no, no, no!"

After some manevering, she passed by a building, but as she passed it, she caught a glimpse of a claw that could only belong to Dreadwing, she backed up and headed straight for it.

"No! NO!"

Rainbow Dash crash-landed, skidding to a halt on the platform, looking on in denial at Dreadwing's broken form. His left leg had been severed below the knee, several parts on him were sparking, and his expression was an expression of pain that was only half-finished before he offlined, causing him to look really stupid.

Optimus' fingers reached over the platform, and he lifted Rarity and Applejack up as Bulkhead crawled beside him. "Rainbow Dash, are you all right-?"

"Oh my..." Rarity murmured, seeing Dreadwing's body.

Applejack put her hat over her chest, as she always did when she wanted to be sure everypony knew she meant was saying. "Ah'm so sorry, R.D...Ah guess there are some things you just can't fix..."

"No!" Rainbow swore, in denial that there were things that just couldn't be fixed. In denial her newest and best wingpony was dead before her eyes. She began pounding on his still-attached leg, her hoof making thumps against the navy blue metal. "No! NOOOOOO!"