Equestria Girls: Infiltration

by Darkryt Orbinautz

Woe Is Me

Previous Chapter

You are so caught up

In your own little world.

Just one little,

Equestria Girl.

You don't think it's true

There's enough room in her heart

For both of you

Why so caught up in your deep gloaming?

It's not like her love is boiling up and foaming.

You could just try and get along.

Why, Sunset, why won't you listen, to my song?

The General lies awaiting, meaning to oust ponykind

How does the guilt not weigh on your mind?

So deeply mired, in this hatred of twilight...

Why can't you look around and just see that everything's all right?

So you're really set?

You're going to poke around for skeletons in the closet...

You're completely wrapped up

In this other world

Where the Princess' words mean so little.

It can't be true!

The Solar Princess can't hold both fading sunlight and her shimmering twilight.

There's no room, in her heart

To find the love for both of you.

It's just not true, when she says

"I will always love you."

Her love is a limited resource, (or so you think)

What you're doing

Is just recourse

To direct it all back to you, going back

To what you knew.

No spotlight did you have to share.

You could study without a care.

She doesn't know what you knew.

She just wants best for both of you.

You were her prize pupil, once, too.

You couldn't be wrong at all.

How far d'you have to fall?

Sunset Shimmer, your lips are quivering.

And I know in truth, your fragile heart is shivering.

You just want to go back in time,

Where it was you, yourself and mine.

But she's moved forward, and wants you back.

Must you follow a different track?

Skeletons in Twilight's closet

Would certainly be

A great asset

You could make her look bad,

You don't seem to think

That could make your mentor sad

To see you both not getting along

Why won't you listen to this song?

Dusty bones in the closet,

Blood leaking down the faucet,

Who knows what secrets lie

In that library on the other side?

Why must you be so blind?

Why take apart Twilight's finds?

Sunset Shimmer, your heart is frozen

Gripped in a fear that you leave unspoken

Just tell teacher what's gone wrong.

She'll listen to your sorry song.

Secrets lie within those Golden Oaks walls.

It couldn't upset the royal halls

To go around and take a peek

See what darkness Twilight's trying to keep?

Skeletons moving, in the bookshelves

Why won't you stop and ask for help?

Equestria Girls: Infiltration

Chapter II

Oh, Woe Is Me!

Episode Synopsis:

Sunset tries to embarrass Twilight in front of Celestia, with disastrous results.


Skulking through in the dark of night, activating a secret GroundBridge inside Twilight's library basement laboratory like a pair of common street rat thugs with a poorly-thought out idea for ransom, rather than the magnificent, manipulative students with a delicately laid out master plan, with layers upon layers of guiding their friends, their pawns and tools through that plan until every step was executed masterfully...

Eve felt like she had taken a step down. Blinking her eyes in impatience, one hand on her hip, the other resting against Twilight's table, Sunset Shimmer was testing Eve's patience.

Eve put her hand over her head and scoffed. "Sunset, would you mind explaining why we're here?"

Sunset stopped rummaging through Twilight's terminal, and looked at Eve like Eve was the most idiotic pony in either universe.

"N-not for me, but for some...unseen third party who was not here previously, that is somehow observing us now?"

"What, like a spy?"

"No, I'm thinking more like an...audience of readers or viewers or something."

Sunset raised an eyebrow, wondering why Eve would be such a strange and oddly specific feeling, before she begun to feel it as well, as evidenced by the shudder that slithered through her shoulders.

"All right, fine! We're here because I want to make Twilight look bad in front of Celestia..." Sunset turned back to the GroundBridge terminal, fruitlessly trying to make the complex computer bend to her will. "We start digging through her stuff and pushed a button, and this computer, like, chee-choo-chee-chinked out of the ground."

As iron-willed and controlling as she was, Sunset lacked the mechanical aptitude to make machines bend to her the way they did for Twilight Sparkle.

Despite that glaring weakness, that gaping hole in her plan, Sunset Shimmer was able to make the GroundBridge activate for her, the green, pink-lined circle appearing in the far side of the room. For Eve, the effect was something like watching a gorilla bang his angered fists onto a control panel to open a military door inside a top-security base and succeed.

"Yes!" Sunset pumped her fist in the air, her mouth positively brimming with drool, salivating as she imagined what kind of skeletons that Celestia's "Most Faithful Student" would be hiding from everypony. Like any villain worth their salt, Sunset rubbed her hands together in premature anticipation of her plan succeeding.

Sunset Shimmer had only the vaguest idea of everything a GroundBridge did in detail. She understood it was a portal of some kind. That did not take much to explain. What was difficult to explain was the inner workings, the cogs and gears that made the Bridge technology able to transcend spatial separation and traverse distances of hundreds, nay thousands of miles.

So, Sunset Shimmer didn't see or understand how this GroundBridge was locked, set to go to the exact same destination every time, a mechanism which nearly completely defeated the purpose of the Bridge, but ensured it serve Twilight's purpose for it... whatever Twilight's purpose for it was, exactly.

"Are you still sure about this?" Eve questioned, whatever her loyalty to Sunset Shimmer she had vying for dominance with her fear of the unknown waiting for them on the GroundBridge's other side.

"Come on!" Sunset snapped at her with an annoyed tone that Eve knew meant not to test Sunset's patience anymore than she already had. Eve rushed forward through to prove she was only ever doubted wonderful Sunset Shimmer's guidance so far.

When the wanna-be Thelma and Louise pair tumble through to the other side, they weren't prepared for what they saw.

They came with the intent to find skeletons in Twilight's closet.

They hadn't been expecting actual skeletons.

Where the GroundBridge had spat them was some of sort warehouse complex. Everywhere was a strikingly brilliant shade of gleaming silver, from the floor tiles, to the bridges, to the shelves. It was a nice contrast to the various parts of assorted body parts laid upon those shelves. Granted, most of them were robotic parts...but how many of those parts came from a living robot, and not from a scrapped unthinking machine? Sunset was also pretty sure that on the furthest corner of the room were two twisted unicorn horns amidst the wreckage of harvested biomechanisms, one blackish green and jagged, the other curved and bright red. Sunset had never heard of unicorn horns' that were twisted before, and she wasn't too keen to find out where Twilight had gotten them.

"Sunset, Sunset!" Eve panicked and tapped and tugged Sunset on the leather-shielded shoulder, detracting Sunset from her musings on what the story was with those horns, and honestly, frustrating her.

"What?" Sunset growled, turning around to see what Eve was looking at, and she was looking at something.

There was an Autobot in the room. A tall one with a more lean build, but not too lean. Tall, but not thin. Not the paper-thin of a Vehicon, but neither the musculature of an Autobot Autotrooper. In a nice middle between the two. His paint job was mostly dark blue with white limbs and some green, and he gave off an aura of mystery.

And Sunset wasn't sure if it was good or bad that he was a live one and not a corpse. Had it been a corpse, it meant Twilight was keeping Autobot corpses, an act of depravity Sunset didn't think a student of Celestia would do, even accounting for her own fall from grace. But since he was up and about, that meant he was doing something, and if that something was investigating, he could find them and ruin everything!

"Mm, yes...no qualms about working with living AND dead subjects! Yes, most excellent...looking good so far, but how far will that go for you to be one of us, Twilight Sparkle?"

Sunset Shimmer turned to Eve. Eve crossed her arms and huffed. "You think I know what he's talking about!?"

Her shout caught the Autobot's attention.

"Scrap." Sunset and Twilight swore. They were new here, but they caught onto the local euphemism quickly.

"Hello." The Autobot greeted them, showing his face – with a green visor and blue faceplate. "I'm Toxin. Who might you be?"

"I'll handle this." Sunset whispered to Eve, gently whisking her to the side. "We're Sunset Shimmer and Eve. What are you doing here?"

"Me?" Toxin put his hand over his chest. "Are you talking to me? There's no else here, so I'm assuming you're talking to me. Anyways, I'm investigating Twilight's underground laboratory -underground as in seedy, not as in, actually...underground. Never mind. I'm here investigating the potential for Twilight Sparkle to be a member of the Institute!"

Flashes of black and white suddenly appeared behind toxin, producing the sound of striking thunder. Sunset and Eve jumped and nearly leaped into each others arms.

Toxin scoffed, not at all bothered by this unnatural phenomena. "Always happens. Every time I say the name."

"What name?" Sunset questioned. "The Institute?"

The same thing happened behind Sunset, answering her questioning and taking out much of the shock value with the knowledge whatever this was, it had a limited control mechanism.

"Huh." Eve breathed.

"Anyways," Toxin said, taking the fact he had been discovered all in stride, "I was looking to see the exact limits to how far Twilight Sparkle was willing to go...and from the look of it..." Toxin's gaze shifted from them towards something in the far right corner of the room. He walked over it. Sunset and Eve looked at each other, debating whether or not to follow. Eve shrugged. Sunset could hardly argue with such a logical motivation, so they followed Toxin's medium-weighted footsteps.

"Ah...that'll do, Miss Sparkle!" Toxin exclaimed, satisfied at something he saw.

Sunset and Eve walked up to Toxin's feet to see what it was, and they were mortified.

Lying on two slabs, angled at huge ratcheting joints, there were two Decepticons at rest. One appeared outright demonic, with bat wings, clawed hands and feet, and a jagged jawline, and its paint seemed gray as though sucked dry of life. The other was militaristic in appearance, small, and hunched, with a white discoloration and purple highlights, like snow and ice had infected something that was once a different color. Jet wings were on the militaristic one, as was a Decepticon badge emblazoned in its chest, and it a sharp, long face. A face which had its lower-right portion torn off, revealing the framework beneath and leaving it with only a half a mouth. There were similar gashes and gaps all about it.

Small robotic bugs were crawling in and out of both bodies' orifices. Spherical in appearance with a purple/blue two-tone body and yellow legs and yellow heads. They appeared to sifting through the bodies in search of wires to disconnect and spare parts to remove.

"Thunderwing and Starscream..." Toxin muttered. "How fitting, that they should be locked up here in Twilight's lab, steadily being taken apart, piece by piece and- hey. Hey, hey what are you doing!?" Toxin put his hand on his head.

Eve was crawling up Thunderwing's leg like a rock wall, inching her way towards an exposed socket. Sunset wondered what was driving her to such insanity. In the socket were three wires – green, blue and red- misplaced into the red, green, and blue sockets.

"I have OCD, okay?" Eve explained to Toxin, unplugging the wires and beginning to arrange them into their correct formations.

"No! Don't-!" Toxin attempted to stop her, but Eve finished her rearrangements before he could finish a protest.

"That's better." Satisfied, Eve rubbed her hands together after a job well done. She threw her hands out when the leg she was sat upon twitched suddenly.

"Urr...eeer!" Thunderwing's optic being to brighten, a demonic dark red glow forming in it. How was Eve supposed to know that socket was an a circuit that had been deliberately scrambled to keep Thunderwing dormant?

"Move!" Toxin swatted Eve off Thunderwing's legs and being to fiddle with the socket, Thunderwing jerking and twitching the whole time, making half-mumbled proclamations of his name and purpose. Toxin was able to unplug each wire and then scramble them again, cutting off the circuit that was carrying Thunderwing's dormant power through himself.

"Well, I've seen all I need to." Toxin said to himself, pushing a finger to his head. "Yeah. Toxin here. Yeah, yeah, it's about Twilight. I think she's good to go. Requesting Bridge."

A GroundBridge hummed to life beside the table.

Toxin waved goodbye at Sunset and Eve. "Have a nice time, girls. Oh, and, uh, I won't tell anypony if you won't." Had his optics been separate and not a visor, he probably would've winked at them. He walked through the GroundBridge, leaving Sunset and Eve alone to think to themselves.

"Hmm..." Sunset rubbed her chin, looking at the militaristic 'Con – Starscream by process of elimination. Sunset noticed he was missing his right arm, and, assuming both his arms were the same (because asymmetrical designs are not unheard for Cybertronians.) she was fairly sure she had seen the severed limb on the rows of shelves earlier.

"Maybe we should find some other way to make Twilight look bad..." Eve meekly suggested.

"You may be right..." Sunset reluctantly admitted. They heard a pained wheeze. They looked to each other for the source, then realized with Thunderwing deactivated, and Toxin gone...that meant it could only have been Starscream.

The two 'Equestria Girls' looked up at Starscream, whose optic was slowly widening open. It was purple-pinkish, with a white iris. He looked down at them with a sort of desperate hope in his gaze.

"Oooohh..." The once proud Seeker groaned and turned his head to face them. "I don't suppose...you two lovely ladies...would be so kind...as to put an end to my suffering?"

Sunset grinned, a cruel plan forming in her sadistic mind. She rubbed her hands together, thinking of what to do. She ran to the terminal in the corner of the room and activated the switch, reactivating the GroundBridge to Twilight's Library. Sunset slipped through the Bridge, while Eve stared at Starscream in concern, wondering what his story was.

"How did you get here?"

"Twilight Sparkle..." Starscream rasped in that raspy voice of his. "Bounded me here...she tortures me, experiments on me, all the while refusing to grant me the peace of death! So please..."

Starscream's shattered, dented chest began to transform, making pained clanks that caused Eve to wince. Despite a relative lack of knowledge, she found that the noises the panels were making as the moved were most likely not ones a Cybertronian's chest should have made. When the shifting was done, a light-blue orb of energy was in Starscream's open chest, beating slowly as a labored heartbeat.

"Release me! Put an end to my life and my suffering!" Starscream shrieked at her, his Spark exposed for her to destroy in whatever way she saw fit.

Eve was hesitant. Was it her place to give a Decepticon his death blow, even if it was a mercy killing? Did she have the right to take a life so willingly offered to her?

She was having an internal debate, wondering what she could possibly compare to this. Was like putting a sick dog down? Or was it more like having fun with a prisoner, then doing away with him when he ceased to be of amusement? She wasn't even supposed to be in here, let alone debating the finer points of extinguishing Sparks!

"What are you doing!?"

"Scrap scrap scrap scrap!"

"Scrap" was right, as Eve was sure that was her Mistress' and Twilight's voice she was hearing. She ducked behind Starscream's table slab, and watch as Sunset backed out of the GroundBridge, followed by Twilight and a cerulean unicorn she hadn't seen before. Sunset was holding a piece of purple crystal in her hand, which seemed to be giving off energy.

"I repeat..." Twilight growled, narrowing her eyes, a runic line glowing purple on her chest in harmony with the crystal's pulsations. "What are you doing?"

"Doing?" Sunset repeated airily. "I-I don't know what you're talking about, I'm not doing anything!"

"Uh-huh. A former student of my mentor, Celestia, in my library, at four in the morning, clutching at a piece of my Dark Energon? HMM!? Trixie!" Twilight turned to the unicorn at her side. "What do you think?"

"Sounds awfully elaborate for 'not doing anything', Trixie thinks!" The unicorn announced, referring to herself in third-person.

"I'll bet you don't even know what that is, or what it does, do you?" Twilight snarled, eye drifting towards the Dark Energon in Sunset's hands. Before Twilight could give in to temptation and use her magic to vaporize Sunset Shimmer on the spot, A groaning plea interrupted them. Twilight looked at the source and was surprised to see her victim alive.

"Please..." Starscream pleaded, not registering that Eve had left and Twilight had returned.

"Starscream!" Twilight exclaimed in dismay. "I thought you were dead!"

Starscream's head lolled on its side until it was facing her. "Well, you thought wrong, didn't you!?" Starscream coughed.

Twilight's expression and voice softened considerably. "If I had known you were still alive... I never would have done all those horrible things to your body..."

"Humph! Why do I doubt that? Oh, yes, perhaps because you did them!"

"I'm- I'm sorry." Twilight rushed to Starscream's feet and nuzzled them. "I didn't mean to-"

"'I'm sorry?' Is that all you have to say?" Starscream mused. "Is that what ponies do? An 'I'm sorry' and and some cake is all you need to be forgiven for your crimes, no matter how heinous?"

"Well...yes!"

"Hmph. I wonder how you've survived this long..." Starscream muttered. His optic caught glimpse of the Dark Energon in Sunset's hand. "You there! What are you doing with that!?"

"Oh, um...this?" Sunset offered innocently, putting one hand behind her back.

Starscream, Eve from her hiding place, Twilight, and Trixie all glared, not at all deceived in any manner.

Sunset sighed, realizing that there was no way for her to salvage this. "Well, it was purple, and I saw you were purple, so I figured..." Sunset abandoned the idea of talking her way out of this, and decided to create a diversion. "Think fast!"

Sunset raised her arm above her hand and to Twilight's horror, flung it, where it landed and stuck herself straight into Starscream's still-exposed Spark.

"HLAK!" Starscream screamed, his optics rolling upwards in pain. His chest forcefully shut itself, and he fidgeted in his braces. Then he went quiet, as still as the grave he so longed for.

Eve put her fingers to her lips. "Is- is he-?"

Twilight shook her head in affirmation of this sordid fact. "I'm afraid so. I tortured him for a Decepticon – Tarn to save Big Macintosh's life...but in a way, I'm happy he was alive, because I know now that you should never trade a life for a life..."

"Oh..." Eve put her hands together, nearly at the brink of tears. How was she supposed to know all the terrible things Starscream had done? How was she to know that the treacherous Seeker deserved a far worse death than a mercy killing? Twilight, seeing her misery, put a hoof on her human copy's shoulder.

...At which point Starscream's optics brightened, and his mouth turned into a twisted smile. "Nra! Arah!" Starscream burst his free of his restraints without any difficulty by simply jerking his arms.

"How did he do that?!" Trixie exclaimed as everypony backed away.

"I don't know! The Dark Energon- the -the-the 'fresh' infusion must have rejuvenated him!" Twilight speculated.

On the shelf, Starscream's severed arm being to light up with Dark Energon and begin to move. It flexed each claw on its hand to make sure they worked, then jumped down and skittered towards Starscream, moving its fingers like a spider, supporting its own weight. It jumped and reattached itself to Starscream's severed elbow, where spurs of Dark Energon began to pop out, fusing Starscream's arm back onto himself in absence of a reliable wielding.

"Aah..." Starscream reflected, moving his elbow to make sure it worked. "That's better. Now get out of my way!"

Starscream aimed his arm at them and fired the rocket. Everypony ducked for cover to avoid the explosion. Seeing his chance, Starscream sprinted through the resulting smoke towards the GroundBridge while everyponys' vision was obscured. He converted into his jet mode with his usual sense of grace and flew through the GroundBridge.

The smoke cleared out, and Twilight saw her former prisoner-turned-science experiment was gone. "No! Scrap!"

Twilight approached the downed Sunset Shimmer, and grabbed the collar of Sunset's shirt with her hoof.

"We need to get out there and stop him before he causes any major damage, but after we do that, rest assured. You and I are going to have a very, very long talk about touching other ponies' Dark Energon without permission!"

Twilight dropped Sunset's shirt collar, then led the way for them to follow out the GroundBridge.

Starscream, however, moved quickly. The minute he came out of the GroundBridge, he aimed a rocket at Twilight's wall and fired, blasting it clear of his path and leaving nothing but dust in his wake. He scrambled outside, to a startled early-rising pony's surprise, and transformed into jet mode and headed straight for the atmosphere, intending to get to use his fuel of Dark Energon to achieve planetary take off and reentry into anywhere but Equestria.

Twilight and her group rushed out the destroyed wall, just in time to see Starscream's engine flames flickering away in the distance as he sped away.

Twilight put her hoof to her ear, activating her earpiece. "Optimus...Optimus, are you there? We have a tiny problem."

Observing the glare of the sun, Sunset couldn't believe it was that late into the morning already.


On Cybertron, (where it was slightly past morning and into the afternoon) Optimus and Celestia were walking along a suspended bridge, intending to meet with recently instated Lord Shockwave to discuss political things. The bridge connected one Kaonian tower from another, and Shockwave's palace would not take them long to reach.

"Starscream has escaped?" Optimus questioned, finger to the side of his head.

"Yeah, and I don't think he's going to retire and open up a flower shop." Twilight replied through the comm. "What do you think he'll do?"

"Without knowing of the change in status quo, Starscream will likely return to his original goal; supreme leadership of the Decepticons." Optimus answered. "Inform me of any new developments, Twilight Sparkle."

"Will do, Your Primeship." Twilight saluted through the comm.

"I must return to my task." Optimus told her, cutting off the link. Celestia noticed his change in expression.

"Something wrong, My Prime?"

"Twilight Sparkle has reported a sighting of Starscream, who has been unaccounted for since the end of the war." Optimus said. "I worry that his actions may cause this precarious peace to slip back into the bloodshed that has only just now ended."

"Worry not, My Prime." Celestia told him. "Shockwave's reasoning is in logic. From what I've heard, Starscream is...how to say, unlikely to be as persuasive to Shockwave as Twilight Sparkle and I have been. Not only that, but the Autobots now have my full support. Even if it were to slip back into war, I doubt the Decepticons have forged such strong ties."

"Mm." Optimus looked over the side of the bridge, and saw a large, blue and black Decepticon whose features he couldn't quite make out from this distance observing him bitterly. The Decepticon noticed Prime's gaze, and turned to leave, bat wings unfurling from it.

Optimus and Celestia continued leisurely on their walk. Being leaders here for diplomatic reasons, they made sure to arrive early, so they had some time to spare on their trek as they moved from one tower to another. Celestia would every so often try to make small talk with Optimus, mentioning a time a younger Twilight botched up a spell with hilarious results, or comical situations rising from Luna's social ineptitude. Optimus' answers were never quite as amused as Celestia would have liked.

On their to the penultimate bridge of their journey, Celestia stopped in her tracks. Optimus continued forward before noticing his company had gone.

"Something troubling you, Your Majesty?"

"It wouldn't hurt you to have a laugh every now and then, would it, Optimus?"

"Yes." Optimus answered with his usual sense of seriousness.

Celestia shook her head, mumbling her discontent quietly. "Oh, for pete's sake..."

Optimus blinked, tired of Celestia's attempts to make him react like a 'normal pony for once'. He felt an odd sense of relief upon seeing Shockwave just ahead of them, in the middle of conversing with Blackout and Barricade. Shockwave paused, then turned towards them and waved them over with his lavender.

"Optimus Prime! Princess Celestia! Your decision to arrive early in order to appear good is most logical indeed."

Princess Celestia held back a snort at Shockwave's logic-obsessed speech. "Well, seeing as we've arrived early, I think we have a little time for some pleasantries. How are you, Shockwave?"

Shockwave stared like he didn't understand what the Princess was saying, then pointed to Blackout. "I've been arguing with these two for the last several cycles."

"Not about resuming violence, I hope?" Optimus questioned with a raised browplate.

Shockwave blinked before answering. "Sadly, yes. These two seem insistent their very existence hinges on the idea of war."

Before Barriade or Blackout could object, or Optimus could express further concerns, they all heard a whistle. A distinctive whistle, the kind of whistle that goes off only when there is an object falling from the sky...

Everyone present got ready their respective weapons and arms, aiming around at other towers, searching for potential snipers or other threats. Blackout tapped Shockwave on the shoulder and pointed upwards. Looking up, everyone could see there was something falling from the sky, aiming straight towards them.

Each party backed away from each other, in order to give the seeming meteor a clear space to land on the bridge.

The falling comet crashed into the bridge with a painful thump, making the entire bridge quaver underfoot, but from the pitch of the crash, whatever was landing was hurt by the bridge more than the bridge was by it.

The flaming wreck reached a long, familiar claw out and grasped its way onto two feet, revealing itself to be Starscream.

"Starscream!" Optimus exclaimed. "It should be no surprise that you should decide to return to Kaon, the Decepticon Capital." Optimus exchanged his blasters out for his blades, getting ready to charge for some up close and personal combat.

"Optimus Prime? What are you doing here?" Starscream questioned. "Bah! No matter." Starscream raised his arms and aimed his rockets. "I will dispose of you, and then use your remains to prove that the Decepticons should make me their leader!"

"You will do no such thing." Shockwave said from behind him.

"Wha?" Starscream turned around and panicked at the sight of Shockwave lurching over him. "Shockwave!" Starscream moved, meaning to drop to his knees and beg Shockwave to be merciful, but he stopped halfway, becoming suspicious. "What do you mean, I will do no such thing?"

"I am Decepticon Lord now, in the advent of Megatron's demise." Shockwave coolly informed Starscream.

"Whaa!?"

"And furthermore..." Shockwave continued, brandishing his gun-arm, ignoring Starscream's disbelief, "I have taken great pains to ensure my alliance with the Equestria government." Shockwave pointed a finger at Starscream. "Pains I will not see undone by your incompetence, Starscream."

"Well, I..." Starscream stammered, backing away from Shockwave's hulking form, only to stumble into Optimus. Starscream felt around the blockade preventing him from running away from Shockwave, and eventually realized from its shape it was Optimus. Starscream screamed in alarm and turned away. His wings folded up and he fell to his knees, groveling. "Forgive me, Optimus Prime! I forgot you were there!"

Optimus was unamused by his desperation, even exchanging a glance with Celestia. "Starscream, you may stand."

"Oh. Really?" Starscream muttered as he warily got up. Optimus put a hand on his shoulder comfortingly.

"Starscream, we are living in a new era. One where the war between Autobots and Decepticons is over." Starscream blinked, his optics widening at the news. "Although there are some among us on either side who can never truly forgive the other, if you will renounce your treacherous ways, and attempt to live with us peacefully..."

Starscream moved his shoulder away from Optimus' hand. "Peace? Peace? After so long, after all this time, you're ready to just give up and say 'peace'? Where is Megatron!? What does he think about all this!?"

"Megatron...is dead." Shockwave bleeped in his emotionless monotone. There was a certain dark pitch to it, however.

This seemed to bewilder Starscream even more than the fact the war was over. "Megatron dead...war over..." Starscream crossed his arms and walked away, more hunched than usual, mumbling under his breath about what he was to do now.

"Shall we resume, Optimus Prime?" Shockwave offered.

Optimus hesitated, giving Starscream one last concerned glance with his lips bit. "I...suppose, Lord Shockwave."


Starscream walked along the bridge, his scarred and torn stiletto-toes clinking quietly on the metal.

"I came here because I thought Cybertron was dead..." Starscream muttered. "Yet, here we are, having political talks with those AllSpark slagging diminutive equines! Hmm?"

Starscream stopped, noticing a bright green light shine overhead. He turned around and saw its source.

There was a tower some distance away from the bridge he was one. Given the various interconnecting highways those bridges had, there was probably some way to get from here to there without flying, but that wasn't important.

What was important was the huge satellite panel on the tower. It was dark blue with a hexagonal grid pattern running through it. Also running through were pony-like creatures with carapaces, torn, insect wings and evil blue eyes without irises or pupils, strung up by chains and wires to the grid, a cable on their horns. Starscream felt something he couldn't quite place for them. Sympathy. Sympathy for these things that being used in a deranged experiment of mad science, just like he was not too long ago, a few hours at most.

"Disgusting, isn't it?"

"What?" Starscream turned around to see a large Decepticon behind him with his arms crossed. In fact, the same Decepticon Optimus had seen for a moment while walking on the bridge earlier. He was a big muscular one, a General's size. His armor was black with blue on his arms and legs. His face made Starscream think of a bat. Or would've, if Starscream knew what a bat was. His wings helped sell the bat theme. His thighs were like dragon's necks, and red orbs were on his knee pads. His face was silvery white with a blue beak-shaped crest hanging from his forehead, and his optics were red like most 'Cons, but they seemed more regal than the average trooper.

"They're Changelings." The mysterious Decepticon explained. "Shockwave captured thousands of them, strung 'em up, used 'em to repower Cybertron's core."

Starscream's leftover jaw remnants dropped. "Whaaat!? Not only does that glory hound Shockwave take command of the Decepticons, MY rightful place, but he is Cybertron's savior as well!?"

"That's right! Injustice at its finest." The black bot answered. He looked upwards at the Changeling grid. "I hate these pony creatures. They're so bright and cheerful. Yet, Shockwave uses them to power everything on Cybertron now. Bridges, factories...need an extra light? Go get a spare Changeling." He shook his head sadly. "Disgusting. Now..."

The unfamiliar Decepticon wrapped one his arms around Starscream's shoulders. "Humans. Humans know where it's at. They've got their little tanks, their cannons. They're so ambitious, aren't they?"

"Mm. Yes..." Starscream answered uncertainly, well aware of how far a human's ambitions could go.

"I think...pardon me if I sound crazy, but I think that we could use the human ambition to replace these Changeling Batteries, and that would be the first step to getting rid of all the ponies' influence on Cybertron!"

Starscream nervously lifted the 'Con's arm off himself and chuckled nervously. "Eh-heh...is that...really a pressing concern?"

"Haven't you noticed that glory hound Shockwave kissing Celestia's Cutie Mark? He says it's 'only logical' to maintain good standings with alien governments, but I think he just doesn't have the backbone to challenge Optimus and Celestia together."

Starscream was taken aback. "Well, do you!? I've seen what that Princess can do! The thought of her and Optimus Prime fighting side by side...!"

The 'Con smiled. "Actually, I do, indeed."

He offered Starscream his hand.

"Name's Deathsaurus, General Deathsaurus. Came here like all the other Decepticons when the Core sent out a pulse saying it was alive...thanks to Shockwave. I'm looking to get rid of the ponies for the betterment of mankind. Will you join me, Air Commander Starscream? A high profile Decepticon like you would make my life so much easier."

"Mm..." Starscream didn't take his hand at first. He wasn't sure if that was a goal he was willing to pursue. He looked around, and everywhere he looked, he saw more Changeling Battery grids, each one of them sending power through the electric lines, each one varying in size and the amount of Changelings on them. Seeing the planet that was by right the Decepticons' planet to one day rule powered by so many organic swayed him, and he took Deathsaurus' hand and shook it.

"I will, General!"

They saluted each other in recognition of their high rankings.

"And together..." The deviousness of Starscream's mind not all dulled by being stuck under a laboratory for months, Starscream thought of the sweetest revenge he could get from this alignment.

"We will banish Twilight Sparkle and her friends from Cybertron."


Later in the afternoon, Twilight Sparkle and Trixie trotted along one Cybertron's many paths, one of the few ones that were on ground-level.

"Twilight Sparkle, shouldn't we be looking for Starscream?" Trixie asked. "Before he hurts somepony, Trixie means?"

"Yes." Twilight answered. "Yes, yes, we should, but I have an appointment, and you know how crabby I get when I miss appointments..."

Trixie shudder, a truth in Twilight's words. "Yes. Trixie would rather wait to stop Starscream than have to deal with that."

Twilight wasn't paying enough attention to where she was going, so she bumped into somepony and knocked them to the ground.

"Oh, I'm sorry, mister, I didn't see-"

Twilight saw the person she had knocked to the ground was Sunset Shimmer.

"You." Twilight finished.

Sunset waved nervously. "Hi, Twilight."

Twilight growled. She leaned forward and got in Sunset Shimmer's face. "Listen you, don't think I've forgotten what you were doing in my laboratory earlier this morning. We'll be having a long talk with Princess Celestia about this later. Right now, I have some things I need to take care of."

Twilight got out of her and huffed, before prancing off. Trixie stayed behind and inquired what Sunset Shimmer was doing on Cybertron. Sunset answered she was just getting to know everypony.

Twilight grumbled under her breath as she walked further away from them.

She wasn't jealous that the Princess had been spending lots of time with Sunset Shimmer since they discovered that mirror. She wasn't resentful of the fact Celestia held Sunset Shimmer in such high regard, no! Perish the thought, darling!

She didn't hate that Celestia was so nice and caring towards a human. Actually, that one she really didn't mind at all. Twilight understood that not everypony felt about the humans the way she did.

She didn't feel like Sunset Shimmer could replace her in Princess Celestia's heart, despite the hundreds of time Celestia told her she was irreplaceable when she was younger.

Twilight tried to curb her frustration when she the pony she was supposed to be meeting up ahead. A timid, light green pegasus by the name of Wind Whistler. She wasn't good with her emotions, but when the alliance between Equestria and Cybertron officaly formed, she stepped forward and voice her desire to learn Cybertronian science. Which was she was here today, and why Twilight was helping her today.

There was a laboratory just in beside where Wind Whistler was waiting anxiously. She seemed relieved to see Twilight.

"Hey, Wind Whistler!" Twilight ran up and used her magic to active the laboratory door. The panels of it unfolded in triangular directions. "Shall we go inside?"

"I guess..." Wind Whistler muttered.

They trotted inside the building. It was a slate grey on the inside, with tables all around filled to the brim with various beakers and chemical components. Standing at the attention of one table were two Decepticons. One looked Starscream, but even smaller, with various spikes and plates on his body, with black limbs and dark green armor on his pterodactyl-shaped wing. His arm rockets seemed to be in the rough shape of a torpedo instead of a crayon.

The other was a blocky, dull yellow and muted green sort, whose head had an antennae poking from the side of his head, a triangular faceplate, and a red visor with a bump in it. His entire left arm was composed of a mixing drum.

They had been arguing about something when Twilight and Wind Whistler came inside.

"I really don't think-"

"Well, that's your problem, isn't it? You don't think!"

"Heavy Load, what I'm trying to say is-"

"It'll be fine! I know what I'm doing! Remember, I am Thundercracker's understudy."

"So am I!"

They stopped shouting at each when they realized they had guests.

"Ah!" The mixer-armed Decepticon addresses as Heavy Load exclaimed. "Oh, um...hello, girls! Wind Whistler, here to study chemistry with us, I presume?" Heavy Load bowed. "I am Heavy Load. This is my lesser, Fractyl."

"Hello." The Starscream- look-alike droned, sounding depressed.

Twilight raised an eyebrow at him.

"Go on." Fractyl said. "Say I look like Starscream. Every one does..." He crossed his arms and looked away.

Twilight frowned. Only here for a few minutes, and she already upset him. The worst part of it was, Fractyl didn't seem that bad of a 'Con. He almost looked timid, despite his bristling spiky frame.

"Ah, yes..." Heavy Load drawled. "Twilight Sparkle. The infamous Bride of Shockwave. How could we refuse a pony as highly regarded as you?"

Wind Whistler raised an eyebrow to Twilight, hoping she would explain.

"It's a long story." Twilight answered.

"I say, what's going on in here?" Another Decepticon stepped out from the shadows. A blue and grey figure with a musculature slight above average, and a squarish black helm around his face. He appeared to turn into a Cybertronian jet. Red stripes adorned his upwards-pointing wings, and his voice had a static effect to it.

"Thundercracker." Twilight said with a bow.

"Twilight Sparkle." Thundercracker said, bowing in turn. "I see you've met my two apprentices. I hope Heavy Load hasn't been giving you any trouble."

"No, no, no trouble at all..." Twilight muttered. "He does seem to be giving Fractyl grief, though..."

"As usual." Thundercracker remarked, glaring at his student.

Twilight thought about Thundercracker. A very neutral, empathic Decepticon Seeker who used to be one of Starscream's old flight buddies. He didn't have any feelings of hostility towards the Autobots, though he was rather overly pitiful to those, Autobot or organic, that couldn't fly.

"Master Thundercracker!" Heavy Load raised his voice, hoping to salvage his reputation. He picked up one beaker off the table that was filled with a noxious green fluid. "If I may, I believe I've developed an amazing new compound to tear through Autobot armor!"

"Your continued interest in weaponized chemicals despite the war being over rubs me the wrong way, Heavy Load."

"Your insistence that the war really is over rubs me also, Master."

Thundercracker pursed his lips, then turned away from his rebellious student. "Wind Whistler, was it? You had an interest in Cybertronian chemistry?"

"Oh! Um..." It took Wind Whistler a moment to get over the shock of being addressed. "Yes, yes, I did."

Thundercracker motioned for her to follow him, and he started walking back to his office. Wind Whistler flew up high and followed him through the air, hovering above his shoulder. "Excellent. Now, the study of Cybertronian chemicals will prove vastly different than you have before..."

As Thundercracker's voice faded away into the deeper parts of the laboratory, Twilight trained her eyes on Fractyl. Fractyl was experimenting with something, pouring a blue liquid into a vial that already had some yellow liquid it. The resulting mixture turned pink, bubbled up and boiled over the tip of the vial, before utterly evaporating, disappearing as though it never existed in the first place.

"Why don't you just give up, Fractyl?" Heavy Load mocked before departing for another sect of laboratory.

Fractyl looked at his failed experiment and sighed. He rested his elbows on the table, before growing too frustrated and tossing his the vial to the ground where it shattered. "He's right. Why do I even bother?"

"Hey!" Twilight protested. "You can't talk about yourself that way!"

"Oh?" Fractyl became curious and amused. "Do you know what it's like to fail constantly?"

"Constantly? No. But just because you failed once doesn't mean you can give up! You have to keep trying!"

"Really..." Fractyl scoffed and turned his head away from her. Both their attentions were caught by the sound of the door to laboratory opening up.

In front of them was an Autotrooper guard, a gold model with a faceplate, but no visor. "Uh, yeah. Hi. Twilight Sparkle?"

"That's me. Why? What is it?"

The Autotrooper pointed over his shoulder. "You're gonna wanna come see this."

Twilight worried over what 'this' might be.


There was a particular plaza that had specific times reserved for Cybertronian and pony alike to stand on the stage and yell out all their discontent until their heart was content. In a postwar society that had said war only recently over, it was important for there to be somewhere for somepony to air their grievances. So Optimus and Shockwave re-purposed this particular plaza for them to do so, under the ever watching visor of the Dinobot Grimlock to keep things from getting violent. It might seem for Grimlock to be a bouncer, but the populace was warned if they acted up, Grimlock could carry out all his violent impulses on them.

Nopony of any species wanted to see what violence Grimlock could do without any limitations placed on him.

The plaza was partially rebuilt to accommodate this specific purpose. Grimlock watch, arms crossed, from a copper-painted overlook. A malachite hexagonal tower loomed over a copper circular stage. In the tower ponies and bots waited to take their turns on the stage. Below the stage was an empty space where any curious crowds could gather and listen to whoever was complaining...if they were interested.

In this case, both Decepticon and Autobot troopers were mildly interested, as Deathsaurus brought out the famous thought to be dead Starscream in all his barely-patched up glory.

Both sides were confused at the sight of the once too proud for his own good Seeker.

"Autobots, Decepticons..." Deathsaurus said after bringing Starscream on stage. "Look at this! Look at Starscream, once of the most dangerous Decepticon warriors ever! Look what so-called allies have done to him!" Deathsaurus cupped Starscream's chin and turned his head back and forth for the crowd to see how half his jaw had been lopped off.

"This was all done to him...by a pony!" Deathsaurus screamed, walking across the stage and pointing emphatically to the floor. "A bright, cute little pony."

Deathsaurus' raised his fists to the air. "I ask you, do we really wish to our world to rely on the power provided by such a barbaric race? A race who does this to our own kind!?"

The tower door opened, and Fractyl and Twilight both stepped in the middle of Deathsaurus' speech.

"What's going on?" Twilight asked. She knew about the plaza's repurposing, but she didn't understand why she needed to be here. She grimaced when she noticed Starscream.

"Shockwave stands high up in his tower, sitting down and having tea with the Princess. All the while, her Faithful Student is down on Equestria doing this to poor Starscream!"

Twilight put her hoof to her mouth and teared up, her guilt swelling as she realized what was happening, what Deathsaurus was attempting to do, using her experimentation on Starscream to turn the Cybertronian citizenry against Equestria. "Oh dear sweet Celestia...what have I done?"

A few Autobots guffawed that Starscream was being called 'poor'.

"Now, when we wish to power our lights, our factories, instead of flicking a switch of redirecting a current, we go to Shockwave and petition more Changelings be caught! I ask you, Decepticons, is that any way for us to live!?"

"Furthermore, I really must insist that to replace the Changelings, we turn to the humans! They've demonstrated they have the ambition to come up with new sources of power! The drive to get things done, and the gall to go forward, no matter how much they must sacrifice to get there! So what do you say, Decepticons!? Shutting our doors to the mad ponies who butcher our kind and opening them to the humans would aid us! ARE YOU WITH ME!?"

Deathsaurus stamped his foot, expecting a surge of approving applause to roar through the crowd. He raised his arm and a hologram projection appeared with a symbol of his suggested union, showing a painting of a stylized human hand holding a horseshoe and snapping it in two with its bare fingers. The hand, horseshoe, and horseshoe fragments were dark yellow against a light blue backdrop.

Twilight closed her eyes, still crying, and rested herself against the nearest object. The nearest object happened to be Fractyl's boot. "This is all my fault...and Sunset Shimmer's, but mostly mine. I experimented on Starscream...he tricked me into fighting my own friends, he lied to me, and I hurt him for it..." Twilight shook her head. "I'm so sorry..." She said to no one in particular.

Fractyl felt bad for her. He understood where she was coming from. If he fought with his friends if when he didn't have to, he'd probably be upset too. If he had friends.

"Heey...wait a minute..." Fractyl muttered, remembering one small detail from the several reports the surviving Decepticons gave to public access when the new alliance between the planets was formed. "Didn't some humans nearly do to a Decepticon what you've done to Starscream? What were they, it was, Neck, Eck...MECH!"

Twilight's eyes shot open. "You're right! Thanks, Fractyl..." Twilight hugged Fractyl's leg, something Fractyl found very uncomfortable. "I'm going to go give that Decepticon bat-thing a piece of my mind!"

Twilight reared up and got ready to charge out onto the field with her horn blazing, but it wasn't necessary. A small collection of Vehicon Miners were making their way through the crowds, pardoning themselves and asking for excuses as they climbed up the stage.

"Ah! Care to join me, my fellows?" Deathsaurus asked them.

"Actually, no." The foremost one of the group answered frankly, causing Deathsaurus to make a surprised face. "There a few things you're leaving out. One..." The Vehicon raised a finger. "There were these humans, can't remember the name, who nearly did to Autobots and Decepticons what Twilight Sparkle did to Starscream here." He gestured towards Starscream.

"Two," The Miner to the left said. "Using the Changelings is actually beneficial to both Equestria and Cybertron. The Changeling's M.O consist of replacing loved ponies and destabilizing their social groups. With us using the Changelings to power our world, not only does it keep Cybertron alive, it puts the ponies at ease knowing that, if a Changeling is found, it'll be shipped off-world to us and put to good use."

"Three..." The Miner to the left said. "Starscream's kind of a jerk."

This prompted the gathered audience below to burst into laughter, even the Vehicons. Even Grimlock, watching above with otherwise zero interest in the conversation, gave a fleeting chortle.

Deathsaurus' twitching lips and stammering words suggested he didn't take any of that account. "But...I ...it... aren't you tired of the Autobots' tyranny, having to live and work alongside them?"

The Miners looked to each other.

"No."

"We like it here. The war's over, man. No need to go starting again."

"We have friends now."

Starscream scoffed. "Don't tell you've fallen for that 'friendship is magic' slag!"

"Well...yeah." One Miner sheepishly admitted. "But it's more than that. We have homes. We don't have families, but we could start them if we wanted. We don't have to worry about Autobots showing up in the middle of the job and slaughtering us. We don't have to worry about being used as fodder for experiments...it's nice, and we don't want to give up that just to go back to the war."

Deathsaurus scowled, flexing his wing, the way pompous emperors waved their capes after being made a fool of. "Very well! Return to me here at a later date, and I will return with a more sound argument! Come along, Commander!"

Deathsaurus jumped into the air, transforming into his vehicular mode. Or rather, beast mode, as his altmode was giant dark blue bat with black armor, as his autonomous mode's features suggested. He flew up into the while Starscream just stood there uncertainly.

He flew back down. "Starscream, that means you."

"Oh! Um..." Starscream twiddling his fingers in embarrassment for a little while, before transforming and joining up with his new master.

"Well..." Fractyl muttered from the door, watching Starscream and Deathsaurus fly away from their failed attempts to incite a rebellion. "That was unexpected." Fractyl turned around to say something to Twilight, but she had gone. "Hmm. Oh well. I'm sure she's busy."


Optimus and Celestia tromped along the bridges leading to Shockwave's tower, having finished their political business with him.

Recently, Optimus and the other Autobot high authorities that answered to Optimus had passed a law citing that all Autobots had to go to a mod shop and acquire a fire extinguisher somewhere on their frames. Optimus had petitioned for Shockwave to have the Decepticons do the same, with mixed results. Decepticons of course, were more interested in starting fires than stopping them.

A bright flash of light caught both Princess and Prime's attention along the bridge, and they turned to look at the Changeling Battery grid nearby.

Celestia noticed Optimus' shoulders slump downward.

"What's wrong, My Prime?" Celestia ask sweetly, using the term of endearment she developed for him over the course of her first trip to Earth.

"It is these Changelings." Optimus answered, looking at the wall battery with remorse. "I do not think it is right to harness them in this...brutal fashion." Optimus' teeth showed his distaste. "But there is no other way to keep Cybertron alive that we are aware of."

"Optimus, please." Celestia scoffed. "The Changelings are pure evil. They live solely for destruction and disharmony. It's better they stay here like this than run freely on Equestria."

"Some would use the same description on the Decepticons." Optimus answered. "Allow me to pose you a riddle. If your student-"

"Sunset Shimmer?"

"No..." Optimus answered awkwardly, giving a confused glance. "Twilight Sparkle?"

"Oh..." Celestia blushed and scraped her hoof. "My apologies, Optimus. I'm just so happy to have Sunset back after all this time. Continue."

"Mm." Optimus didn't voice his sadness Celestia would think of Sunset Shimmer, who had just recently returned over Twilight, who had been spending time with her for years. "If your student, Twilight Sparkle, were to use the extant energies from a bound Vehicon's Spark to power her reading lamps, would you approve of it?"

Celestia's looked horrified at the mere prospect. "N-no! That's...harnessing their very life force to power a menial machine!"

Optimus quietly gestured an open hand to the Changelings. "So you understand my dilemma."

Celestia looked at the Changeling Battery in a new light, grimacing at the usage of living beings to provide fuel to Cybertron's Core. "This...this is horrible."

A light static noise flitting in and out of their audio sensors caught Optimus and Celestia's notice. They looked around for the source, and saw that a few feet ahead of them a large screen was hooked up to the side of the wall. Something for Shockwave to broadcast any new announcements of his, perhaps. On the bridge were a smattering of Autobot and Deception troopers, looking at the screen as it fizzled to life.

Optimus and Celestia made their way towards that end of the bridge where the screen was, and watched with interest as a rotating Decepticon symbol appeared across the screen, before being replaced by the image of a female Autobot with medium green and yellow coloration with a microphone. A news-reporter, if the microphone in her hand was anything to go by.

"Recognize her, Optimus?" Celestia asked.

"Her name is Glyph." Optimus answered before refocusing his attention on the screen.

"Earlier today a famous Decepticon known for his several successful campaigns, known by the name Deathsaurus, was seen making a speech on the free speech plaza." Glyph said. An image of Deathsaurus raising his fists on the plaza appeared on a corner of the screen. "He made an interesting proclamation that Shockwave's Changeling Battery solution is not ideal. I'll my personal opinion out of that, but he also said a few other things of interest. Namely, that Cybertron would be better off using humans and their 'ambition' to fuel Cybertron, and that a complete severing of ties with Equestria would be beneficial."

Optimus and Celestia looked at each gravely.

"He used the appearance of Decepticon … 'hero' …" Glyph made a finger quote. "Starscream as evidence for his position. Take a look."

The entire screen was replaced by an image of Starscream in his mangled form, standing on the plaza stage for the audience to see. The Decepticons currently on the bridge began murmuring amongst themselves while the Autobots made nervous gestures.

"Deathsaurus' claim is that as Twilight Sparkle, herself a high-ranking figure of the Equestrian hierarchy, is the one to do this to Starscream, that Cybertron – or at least the Decepticons- are better off without allowing the horses to run free on our planet."

The screen shifted back to Glyph.

"So, viewers, what do you think? Is Deathsaurus just a bully who takes sides? Or does he have a point? This is Autobot Glyph, signing off!" Glyph made an 'L' with her thumb and finger before the screen turned to static, which then in turn became a simple image of the Deception logo, this time standing still over a black backdrop.

The gaggle of bots on the bridge turned towards Optimus, and noticed Celestia standing at his feet. They exchanged some whispers and murmurs amongst themselves. Celestia decided enough was enough and it was time to put her hoof down.

With a stomp of her strong-with-age hoof, Celestia silenced them. "End your discussion right now! I don't know what happened to Starscream, or what my student's reasoning for it is, but I assure you, there is a reasonable explanation and you have to nothing to fear from me, her, or any other Equestrian!"

"Mmmm..." One of the Autobot's mused.

"Do you have a question regarding the Princess' statement?" Optimus asked him with a warning tone, the kind of tone that makes alarm bells go off.

"Uh, no, sir." The Autobot quickly answered.

"Good." Optimus nodded his head and turned around. He activated his comm and began giving orders to Ratchet to round up Twilight Sparkle and open a GroundBridge or two.


At the earthen Autobot Outpost Omega One, Ratchet and the other members of Team Prime gathered around the main computer to review Glyph's news report. Ratchet watched feverishly, worrying about how they were going to counter this, while Bulkhead and Arcee had their arms crossed, with no lost love for Starscream.

Once they had finished the rewound footage, Optimus and Celestia turned to Twilight Sparkle for her to explain, while Sunset Shimmer stayed in a corner, watching and waiting for her own plan to come together perfectly.

Twilight was ready to launch off with a reminder of how Starscream had tricked her into the fighting a war of her own with the Autobots, but Celestia would have none of it.

The knowledge her student had done something like this, after Optimus' moral debate regarding the Changelings, hit Celestia much too close to home

"Why did you do that to Starscream!?"

"Wha-!? Princess, you remember what he did! It's his fault I'm a undead freak, remember?"

"Twilight Sparkle, that is not what I taught you!" Celestia stomped her hoof forward. "Amidst all your many lessons, taking revenge was never one of them!"

"But...but..." Twilight stammered.

Celestia glared.

Twilight closed her eyes and looked down. "You're right, Princess...I'm sorry." Twilight got down to her knees, all four of them. She got up and wiped a guilty tear from her eye. "Um...I know it doesn't make much difference, but you should know that Sunset Shimmer went into my library and let Starscream loose."

Twilight turned around with her head held low and began to walk down the steps leading to the floor.

Sunset stayed where she was, confident despite her numerous setbacks, her scheme to embarrass Twilight in front of their shared mentor had been a complete success. At least until Celestia stomped down off the platform in front of her.

"Is this true?" Celestia demanded from Sunset. "Do you sneak into Twilight Sparkle's library and unleash Starscream?"

"Well-y-yeah..." Sunset stuttered, not expecting Celestia to turn on her. "I didn't mean to!"

"What were you doing in the library to begin with?" Celestia asked.

"I..." Sunset put her hands together remorsefully. "I wanted to make Twilight look bad. I wanted to embarrass you with a skeleton in her closet...I hadn't been expecting an actual, still-living Decepticon skeleton!"

Celestia narrowed her eyes. "I can't believe this..." She shook her head. "I've waited so long for you to come back to me, and then you turn around and do something like this! I would've expected to be more mature after all these years, Sunset Shimmer."

Out the corners of their eyes, Sunset and Celestia noticed Twilight looking quite satisfied that Celestia was giving it to Sunset.

"Do not think for a second, my most faithful student, that this excuses your torture of a Decepticon prisoner!"

Twilight pouted, acknowledging this while still looking to see Sunset punished.

Celestia gave Sunset one last filthy look, before trotting off to other parts for happier business to attend to.

"Well..." Bulkhead said.

Celestia raised her eyebrow.

"Starscream is kind of a jerk." Bulkhead said, nervously twiddling his fingers.

Celestia whinnied dismissively, and continued towards the door.

Twilight and Sunset looked at each other, each knowing they did something wrong and had no moral ground of their own to stand on. Optimus' footsteps temporarily distracted them from their funk.

"I have discussed this with Ratchet, and it is with some grief I note that..." Optimus said, his voice at a level mix of sympathy and seriousness, understanding they knew they done wrong, but also having something else he needed to say that took precedence. "Twilight Sparkle, Sunset Shimmer, I'm confining you to base. We cannot allow your enmity with each other to give this radical pro-human, anti-pony to gain ground."

Sunset's and Twilight's jaws dropped.

"Optimus is right." Ratchet said. "Given how you two seem to be playing 'The Princess Most Favorite Student', we can't let you out and give credence to Deathsaurus ridiculous claims." Ratchet scoffed and muttered about the weak points in Deathsaurus' arguments.

Twilight and Sunset Shimmer looked at each other, trying to communicate non-verbally what they could do.

"Optimus!" Sunset said suddenly with her voice almost poisonously sweet. "Don't you Autobots place a value on freedom and all that?"

Optimus grunted, knowing Sunset Shimmer had a point. He turned and walked out of the room without saying a word. Ratchet and the other Autobots turned back to the screen and replayed the news feed again.

Twilight dropped to her haunches sadly, sighing. Sunset saw this and felt guilty. This mess was more or less her fault for letting Starscream out to begin with. She put a hand on the side of Twilight's neck in lieu of Twilight having a shoulder. Twilight spared Sunset a brief glance before closing her eyes again.

"You want completely ignore what Optimus said, sneak out and fix both our messes?" Sunset whispered.

Twilight opened her eyes again, and kept them on Sunset. Her face creaked into a devious little smile. "Yes, actually. I know just the thing. I'll ask Raf for his laptop and send Shockwave an e-mail."

Twilight ran up to the stairs, where Raf was typing on his laptop, typing up some program or another. Twilight walked up to him and asked to borrow it.

"Why?" Raf asked suspiciously. Even though he was always wrapped up in his laptop, he knew what was going on around him and heard about Twilight's and Sunset's apparent confinement.

"Just want to let a friend of mine know I won't make it to a little gathering we planned..." Twilight answered innocently enough.

"Okay..." Raf pushed a button and turned his laptop to her.

Twilight tried to push buttons with her hooves, but they were too large to hit one key without hitting another, resulting in 'E' turning into 'Esdr', which doesn't make for a very coherent e-mail. So she used her magic instead to type her message.

Hey Shockwave.

It's Twilight Sparkle, your intellectual equal.

Sunset Shimmer and I have been confined to base because of Deathsaurus' speech earlier. Think you can send a GroundBridge for us?

"And...send." Twilight exclaimed, pushing the send button before Raf could read her message. "Thank you, Rafael." She turned the laptop back to him. He went back to work while giving Twilight the eyebrow raise.

"Hey." Sunset said. "Why does Shockwave treat you so nicely?"

"Well..." Twilight put a hoof to her chest proudly. "I don't mean to brag, but he's told I'm one of the few who can rival him in his expertise of science, so he considers me an equal in that area and gives me some respect."

The requested GroundBridge opened up suddenly, much to the surprise and alarm of Team Prime.

"Who requested a GroundBridge?" Ratchet asked. Bulkhead and Arcee threw their arms in the air and shrugged.

Twilight threw Sunset onto her back and dashed towards the Bridge.

"Wha-hey!" Bulkhead noticed. Not knowing what to else to do, he instinctively readied his maces. "Should we stop them?"

"No." Ratchet answered, to everypony's surprise. "From what I know of Twilight Sparkle, she probably has a plan to fix this mess..." Ratchet turned to his computer. "Whether or not it will work..." Ratchet shrugged, the headlights in his shoulder adjusting as he moved.


Twilight ran out from the Bridge and smashed herself right into an Autobot's foot. "Oof!"

"Hey there, little pony! Where's the fire?" A voice familiar to Twilight but unknown to Sunset greeted.

Twilight removed her head from his foot and looked up at Ultra Magnus' face. Magnus, the lighthearted (light-Sparked?) commander of the Wreckers, with Wheeljack standing off to the side with his arms crossed.

"Oh, um...well." Twilight hesitated to answer, but after a moment, she realized that Ultra Magnus would actually approve of her going against Optimus' wishes. "We're going to see Shockwave to do something about this Decepticon who hates ponies but likes humans." Twilight answered. "Even though Optimus Prime told us to stay inside the base..."

As she was expecting (and half-hoping) Ultra Magnus guffawed. "Haha! Now that's a Wrecker approach to the situation, right, Jackie?"

"That's right." Wheeljack said. He and Magnus fist-bumped.

"Well, let us get out of your way..."

Sunset climbed down off Twilight's back and regarded Magnus. "Um, would it be all right if I stayed behind and got to know these two a little better?"

Twilight nodded. "Of course. I'll talk to Shockwave myself. It'll probably be better like that, anyway...he doesn't really know you."

Just like she did earlier today, Twilight took off galloping away from Sunset Shimmer while she stayed behind to get know other ponies better. This time, however, they were parting on much better terms.

Twilight quickly got to Shockwave's tower, an imposing black mass of Cybertronian construction, fully intending to march right up and demand Shockwave do something about Deathsaurus.

As she got closer, however, she noticed something a little off... rather than two Decepticon Vehicons, or a leaper, they were two white unicorns standing on either side of the door. They were wearing Canterlot armor that had been modified into black plating, with nonfunctional bat wings poking out the sides of their mantles, with a similar batwing crest on their helmets.

Twilight blinked, disbelieving, but before her, guarding the double doors of Shockwave's throne room, were Canterlot guards in armor customized to match the ideal Decepticon aesthetic.

Twilight attempted to approach the door while ignoring them, but they pulled out their spears and crossed them in front of her path.

"State your name and business with Lord Shockwave." One of them said in the deep voice the Guards were so well-known.

"Uh...I'm friends with him?" Twilight said uncertainly.

The door opened of its accord, and a passing Vehicon tried to step out, only to notice the scene of ponies before them. "What's going on out here, guys?"

"This mare wishes to see Lord Shockwave." The Guard said.

The Vehicon looked at Twilight. Twilight looked back, not knowing what was about to happen.

"Ooh...I know you. The Bride of Shockwave. It's cool, guys." The Vehicon extended his leg and stepped over them. "You can let her through."

The Guards saluted, then drew their spears away. Twilight resolved to get through the door before it closed. She now had two pieces of business on her mind; first, have Shockwave do something about Deathsaurus; second, ask what was up with those Guards in the entrance.

Twilight entered Shockwave's work office, as she knew she could find him there. And there he was, shifting through Equestria and Earth paper documents typical of politics and Decepticon electronic tablets of the same.

Twilight gasped at the sight of something she really wasn't expecting to see.

A dragon. A robotic dragon much different from anything on Equestria. It prowled about, behind Shockwave's work chair, on four long, skinny legs that ended in clawed feet. It had a pair of wings proportionate to the body frame, aligned with electronic lines. Its snout was long and rigid like a crocodile, and its color scheme was gold and green, with purple under its wings.

Shockwave noticed his guest. "Twilight Sparkle." Shockwave put the papers in his claw to rest on the table. "Come in."

Twilight hesitated. Shockwave was confused before realizing what the problem was.

"This is Ser-Ket." Shockwave said, gesturing to the dragon behind him. "She is a disciple of mine. She will not hurt you."

Twilight, reassured, stepped forward and teleported herself onto the Decepticon-sized chair to talk to Shockwave, even though the chair itself completely dwarfed her. It was like being inside a giant's plush hand.

Shockwave pushed a button on the table, and a little section of the chair began to extend upwards, allowing Twilight to look him in the single eye.

"How may I be of assistance, Twilight Sparkle?"

"Deathsaurus." Twilight snapped. "Something needs to be done about him."

"Yes. Did you not notice the new, 'Decepticon Royal Guards' stationed at the front entrance?" Shockwave asked while Ser-Ket prowled around over from the back of his seat to the back of Twilight's. "My countermeasures to Deathsaurus' attempts to incite rebellion."

Twilight blinked, confused and not sure she understood. "By...recruiting Royal Guards?" Twilight had a eureka moment. "That's brilliant! With Royal Guards protecting the Decepticons, it'll prove Deathsaurus is spouting out total slag! Hey..." Something occurred to Twilight. "How do you get those Guards on your side?"

"They were dissatisfied with the performance of their current captain, so when I went recruiting among their ranks, they had no qualms joining."

"What!?" Twilight growled, infuriated somepony would talk about their brother that way.

"Twilight Sparkle, are you familiar with the human idiom, 'do not shoot the messenger? I am merely reiterating what they told me."

"Hmm." Twilight looked down, upset that the Guards under Shining's commands would say such things.

"Well, you seem to do all that can be done right now, so I'll leave you be."

Twilight stepped down off her elevated platform seat and teleported down to the floor.

Outside, a large gargoyle creature colored dark blue and black descended on the outside of Shockwave's tower. It transformed into its robot mode, revealing Deathsaurus, who landed gracefully on the outside.

"Shockwave!" Deathsaurus shouted. "It's Deathsaurus! I've come to...talk." Deathsaurus noticed the ponies guarding the door. "What The Pit is this?"

The two 'Decepticon Royal Guards' looked up at Deathsaurus glared. "Do you have an appointment, Deathsaurus?"

Deathsaurus grimaced at them, his teeth bulging as he tried to contain his outrage. He released his rage in the form of a punch and forced the door open. He went right on through, ignoring the two pony guards below.

He stormed into Shockwave's office, just as Twilight Sparkle was leaving. They passed each other in the door frame.

"Oh ho! If it isn't Little Miss Perfect herself!" Deathsaurus whistled.

Twilight's eye twitched. She wanted to snap at him and burn a hole through his chest with magical power, but after a moment, she realized the thing that would slag him off the most would be to show him respect. So she saluted and smiled. "General Deathsaurus, Sir!" She went along her way while Deathsaurus stormed into the office. "Shockwave! What is the deal?"

"Deal?" Shockwave questioned, petting Ser-Ket and feinging ignorance.

"There are unicorns outside your doors standing watch!" Deathsaurus shouted. "Explain!"

Shockwave stopped petting Ser-Ket and looked to Deathsaurus.

"It was only the..."

"Shockwave, don't you dare say log-"

"Logical progression in response to your claims, General."

Deathsaurus huffed and fumed. He wanted to punch Shockwave right there, but that could start a Decepticon civil war. While he was looking for violence, a civil between Decepticons was not the war he wanted.

"Gah!" Deathsaurus snorted and stormed out the door as angrily as he had stormed in. He was a loss for how to progress from this setback. The ponies had more or less been officially endorsed by the Decepticon bureaucrats!

...What? Decepticons have those! Doesn't seem like they would, but they do.


Meanwhile, elsewhere, Thundercracker was taking his students Heavy Load, Fractyl and new recruit Wind Whistler on a scheduled tour through an old multistory Decepticon facility building that was in use during the original phases of the War for Cybertron all those years ago.

Shockwave, keeping his optic out for any chance to improve his political standing, had open the facility up for an 'informative tour' open to both ponies and humans, so the little organics could learn about the Decepticon practices when it came to chemical production. Thundercracker had been nominated by Shockwave to be the tour guide, so it was easy for the chemist to bring his own students along. There a few servant class Autobots and Decepticons in the crowd as well, wanting to look on their history without the taint of war smelling up their experience.

"And this way..." Thundercracker said, gesturing towards another long disused piece of machinery. "Is a...a...hmm." Thundercracker was still a Decepticon at Spark, so he kicked the machine to figure it out. "This thing in such a sorry state I can't even recall what it is!"

This caused the organics in the tour group to laugh, thinking this was all a planned part of the tour rather than the unexpected dilemma it really was.

"Hmm..." Thundercracker got to his knees and started playing with the machine. Perhaps if he broke it open and took a peek inside, he could figure out what it was from the parts it employed.

Fractyl and Heavy Load watched with humdrum as their master went to work on a device that probably couldn't even be fixed with unicorn magic.

Fractyl quickly bored, and so turned his attention away and towards the window. He briefly tilted his head when he heard something detach from the machine with a loud deep drone, and Thundercracker mutter some choice words under his breath.

Fractyl noticed a shape flying into the sky from a window. The striking red outline completely enraptured his attention. He walked away from the tour group and approached the window to get a better view. Heavy Load noticed, but didn't bother trying to drag his wayward classmate back to the tour group.

"What is that?" Fractyl questioned, fascinated at this strange new creature. Now that he was closer to the window, he could make more of the red outline. It appeared human, feminine, at least as much as he understood human femininity. Various parts of its body were glowing, including its eyes, mane, and tiny little claw...

Fractyl's optics widened when he saw the green glow depart from the claw and rush towards the facility in the form of a fireball.

Fractyl quickly realized what was happening.

"WE'RE UNDER ATTACK!"

With surprising strength, force, and ferocity for an organic-produced weapon, the fireball tore through the wall, shattering the glass window and tearing apart the wall. Fractyl stood still in fear and would've been crushed under the falling debris, had Heavy Load not dashed towards him and yank him out.

"Uh, thanks." Fractyl muttered. He was a little dazed. First he notices an attack just before it happened, then Heavy Load, normally a jerk, rescues him from being buried alive.

"Don't mention it." Heavy Load waved it off.

Another fireball tore through the wall, causing an explosion of smoke that made all the humans and ponies fall to their respective Cutie Marks in fear. Their fear was most understandable, as this fireball set the wall ablaze in normal Cheeto orange fire!

"Aaah!"

Heavy Load aimed his mixing drum at the rapidly escalating blaze. The drum rotated and then began spraying out a chemical of foam that began to smother the flames, but another fireball tore through and ignited an even larger inferno.

Thundercracker saw that putting the fire out was a lost cause. "Forget putting it out! Get the organics out of here!"

"Organics?" A 'Con servant asked. "What about us?"

"We can withstand much more extreme temperatures than them!" Thundercracker shouted. Another fireball whizzed into the ball, causing another incendiary burst. "Now, I really don't want to have to explain this again! GET THE ORGANICS OUT OF HERE!"

The crowd didn't need to be told twice. The humans and ponies gathered began rushing towards the nearest exit. Amongst the crowd, one Equestrian mare cursed her poor luck.

She had her toddler foal with her.

The fire continued advancing through the walls, somehow spreading quickly from wall to wall, rafter to rafter, even though the building was made of extraordinarily tough Cybertronic metals. As it melted to worthless slag metal, an I-Beam fell down. The unexpected obstacle fell in the middle of the crowd, causing a separation from one portion to the other, including separating the mare from her child.

"Mama!"

"No!" The mare shrieked, unable to accept the idea her child might die in a fire today.

"Come on!" The mare's husband came and put a hoof to her neck. "There's...there's nothing we can do."

The mare sniffled, a tear leaking from her eye. She continued to cry as her husband steered her towards the exit.

A Con-Miner easily stepped over the I-beam and continued towards the exit.

Fractyl saw him, and the distraught mare, as well the other Miners who were having no trouble leaping over the I-beam while the little foal was stuck.

"Excuse you!" Fractyl charged up to the Miner and pushed him backwards. "Where are you going?"

"W-wha?" The Miner questioned. "I'm getting out of here before I get melted!"

"And just leaving that poor little foal all alone to the mercies of the flames?" Fractyl questioned, pointing at the trapped pony.

"Uh...yeah?"

Fractyl narrowed his optics. "Look, eventually, this entire building will be so deeply mired in flames that it will even melt our Cybertronian hides. That won't happen for another, mmm, five to eight cycles. As it is, though, it poses an extreme threat to the organics here! It won't cost you your life to take thirty nanoseconds to go over and pick that foal up!"

The Miner stood there with his shoulders slumped, confused.

Fractyl snarled and raised his claw, slashing it against the miner's chestplate, leaving a few gashes that went from one end of the chestplate to the other. "NOW!"

The Miner, scared into line by Fractyl's outburst, and ran over the I-beam, scooping the little foal up into his claws. "Come here, little guy..." The foal nervously crawled into the crevice of the Miner's palm, hesitating before getting comfortable. As comfortable as he could be, at least, inside a metal claw large enough to squash himself. "That's right...just snuggle in there..." The Miner hopped back over the I-beam and headed towards the exit.


Ultra Magnus and Wheeljack shared a fit of laughter, resting on the guardrails of the roadway they were on. At their feet, Sunset Shimmer laid on the ground, sharing in the laughter.

"HahahahHAhahahaa...haaa..." Ultra Magnus sighed contentedly. "You sure do know some funny stories, Sunset Shimmer."

"Well, that happens when you've got friends like mine..." Sunset Shimmer reflected. "Did- did I tell you this one time where Flurrie – oh man, it was so funny...and Flash..."

"Wait." Ultra Magnus held his hand out, and Sunset Shimmer suddenly felt she was not in the presence of some lighthearted Autobot jokers, but in the presence of someone who deserved the title 'The Brother of Optimus Prime'. "There."

Magnus pointed in the distance, where a billow of smoke was raising up into Cybertron's sky.

"That." Magnus said, pointing at the smoke. "That is not a good thing. Something down there is on fire, and my intuition is that its that old chemical plant. You know, when my brother passed that law saying all Autobots need to be equipped with fire extinguishers, I thought he was a little screw loose, but now I can see where he was coming from. Come on, Wheeljack!"

Ultra Magnus and Wheeljack swung their arms through the air. The motion caused two panels to flip and pop open from their arms, revealing the fire extinguishers' nozzles.

"You know..." Sunset Shimmer said playfully. "I thought as a Wrecker, you would have liked watching things burn."

"Normally, yes." Magnus answered. "But not if those 'things' include innocent pony and human tourists."

"Wha-what?" Sunset Shimmer stammered.

"That building was schedule for an educational tour today. Part of a political scheme of Shockwave's.o That means, right now, there are innocent organics in danger of being burned alive." Ultra Magnus jerked his head. "Let's roll to the rescue, Wheeljack!"

Ultra Magnus and Wheeljack transformed and drove off towards the facility, not noticing Sunset Shimmer's horrified expression.

"What have I done?" Sunset whispered to herself quietly, putting her hands over her head.

As Ultra Magnus and Wheeljack drove the scene of the carnage, Twilight Sparkle caught wind of what was going and got Shockwave to GroundBridge her to the site so she could help. Stepping out of the green portal, Twilight's hair flew in the wind as Ultra Magnus and Wheeljack drove right past her.

The two Wreckers transformed and started blasting their fire extinguishers away at the burning building. Ultra Magnus pulled out his hammer and rushed towards the doors and hammered it in, busting it open so any and everypony trapped inside could get out.

Twilight observed their efforts, and was about to step in to help with her magic when she noticed a green fireball whistle through the air and hit the building, causing an explosion.

"Hmm..." Knowing that fireball had to come from someone or somewhere, thin air does not just spontaneously combust by itself, after all, Twilight looked around for the source. She calculated the fireball's trajectory, and looked to where she figured it must have come from to travel at the angle it did.

She looked up and saw something that made her most displeased.

It was the She-Demon that had yesterday had stolen Rainbow Dash's Element.

And there was more than one.

There was around anywhere from ten to twelve of the miniskirt-wearing bat-winged she-devils, all cackling and preparing more spells of mass destruction in their claws.

Twilight narrowed her eyes. She scuffed her hoof along the ground and prepared her magic. Letting the immeasurable power in her horn charge up, Twilight let her magic loose, sending a laser back straight into the backs of one of the She-Demons. Her struck target shrieked and hissed in pain, and fell to the ground. Her pained cries garnered the attention of her fellow demons quickly, and within moments too quick to count as seconds, all of their burning black sclera were on Twilight Sparkle, a unicorn, alone...against the forces of darkness.

Twilight would've liked to say something hardcore and intimidating, like 'Just the way I like it!' but really, she preferred fighting with her friends, even though she had no doubt she could take on the demoness flock.

The Demons shrieked in unison, their harsh, sharp hellish voices conjoining together in a perfect chorus of disharmony and hatred, and let loose a barrage of fireballs at her.

Twilight summoned her magic, and quickly created a shield of energy in front of herself, not quite a force field, but it got the job done and prevented any scorching fireball from so much as grazing her ankle.

One She-Demon hissed and divebombed towards Twilight, infuriated she blocked their attacks so easily. Twilight wasn't distracted by the demon's piercing caw, and couldn't ready up another defensive spell before the Demon grabbed her.

The Demon flew off over the edge and divebombed towards a lower level of Cybertron, slamming Twilight into the ground. A cloud of dust rose up from the impact, and when it cleared, the Demon stood standing, while in a small crater, all one could see of Twilight was her flailing hind legs. The Demon smiled, celebrating its victory, but she wasn't watching where she did her victory dance and got bucked in the waist. The Demon grunted and held her pained stomach, while Twilight wrenched herself free of the ground and bucked her opponent again, sending her flying.

Twilight snarled and went around in a circle, challenging all comers.

The She-Demons all descended on the wind from above, landing down with a distinct lack of Decepticon's grace, and encircled Twilight. One prepared a fireball and bounced it in her claw to taunt Twilight before hurling it at her. Twilight ducked, easily avoiding it. The fireball smacked into the belly of another She-Demon.

One took a more hands-on approach and charged at Twilight from behind, lunging onto her back and wrapping its claws around her neck. With moves worthy of a Wrecker, Twilight reached her hooves over her back and threw the She-Demon over herself, down to the ground, where Twilight took the time to stomp it in the face. Another She-Demon charged at her, this time going at her front. Twilight turned around and presented her Cutie Mark to it, before lashing her tail around its neck and pulling it taut until the She-Demon was gasping for air. Once the She-Demon quit struggling, Twilight unwound her tail and let it drop to the floor.

One more She-Demon charged. This one Twilight took a simpler approach to and just punched in the cheek with her hoof.

The She-Demons remaining decided to stop following the code of mook chivalry, and all lunged at her once, burying her in a dog pile of demonic flesh. Twilight burst out of it with a mighty grunt and impressive display of magical power.

"Come on!" Twilight mocked, rearing up and shaking her hooves in the air. "Is that all you've got!?"

As if in response to her query, another flock of She-Demons appeared, landing in another encircling pattern, doubling their number.

"Give up, pony!" One She-Demon hissed. "You can't beat ussss all!"

Twilight scowled, but that turned into a smile, much to the Demon's confusion. "I find your overconfidence...oh, what's the word, it's on the tip of my tongue, what is it?"

A rocket suddenly whizzed into the battle scene, hitting a demon in the chest and pushing it back towards a wall where the rocket exploded, (presumably) taking the She-Demon out with it. The She-Demons looked around, not understanding what just happened. The trend continued when a blast of purple energy pushed another one of them to the ground and in an awesomely ironic twist, seared her flesh. Then a large, long, slender golden tail reached down from above and wrapped around one of them, lifting it up to the air before tossing her into her sisters.

The She-Demons looked up at an overlook overhead and saw the collection of Autobots and Decepticons. Namely Wheeljack, Shockwave, Ser-Ket, Ultra Magnus and Fractyl.

"Would it perhaps be...illogical?" Shockwave smoothly suggested.

The She-Demons hissed and flexed their wings, ready to continue the fight.

Ultra Magnus raised his hammer and twirled it through the air, where it turned from his trademark hammer to his trademark boomstick. He took aim at a spot near the group of Demons, but not actually at them, and fired, creating a smoking crater that rather symbolically looked like it could hold quite a few of their bodies.

The She-Demons looked at the crater, and realizing that Ultra Magnus had that stick of ultimate boominess pointed at them, took the better part of valor and vanished in spires of green flames that left behind piles of ashes.

"Hmm." Twilight figured the only reason Shockwave had rescued her was because it made him look good politically, but she still appreciated that he would show up alongside the likes of Ultra Magnus nonetheless.


The mare in the tower sighed, watching as more and more Autobot firefighters with varying degrees of experience joined the fight in bringing the flames under control. Her husband kept a hoof on her comfortingly the whole time.

"All I wanted...was to give our baby her first look at an alien building..." The mare sighed, still crying over the loss of her child. She broke down and buried her muzzle into her husband's chest. "Was that too much to ask!?"

Her husband stood there silently, merely patting her on the back. His attention was caught when Fractyl and the Miner Fractyl had been yelling at in the building walked up to them.

The Miner looked very hesitant, like he was about to do something he had no idea how to do.

Fractyl patted him on the back. "Go on. Go on."

The Miner cleared his throat. He reached behind his back and pulled the couple's foal. He lowered himself to the ground and dropped the foal to them. "I, uh, I think you dropped this."

"Mama!" The foal cried as she ran towards her parents.

"Oh...thank you so much! How can we ever repay you?" The mare exclaimed at the Miner.

"Well..." The Miner said quietly. Fractyl put his claw on the Miner's shoulders.

"See?" Fractyl gestured to the reunited family, who were crying.

"Why are they crying?"

"Because they're just so happy to have their daughter back." Fractyl answered. "But you see them, don't you? You see how happy they are? You made that happen." Fractyl poked the Miner in the chest for emphasis. "You've made a huge difference in their lives, and all it cost you was a few seconds of your time."

"I did?" The Miner questioned.

"Mh-hm! They will remember this- and you- for the rest of their life cycles."

"They will!?" The Miner exclaimed, overwhelmed a servant class Cybertronian such as himself could have left such a heavy, yet invisible mark on someponies' lives.

Fractyl nodded.

The Miner looked at the cuddling family again. He put his hand to chest and looked to the sky proudly. "Yeah...yeah, I did make a difference!"


The next morning, both Autobot and Decepticon political parties moved to address the political fallout of the attack on the facility. Everyone knew the facility had been scheduled for a tour, so some of the more accusing governors immediately pointed fingers at the other side. The Autobots accused the Decepticons of setting up the attack to deliberately kill the organics there. Some of the more clever opposition on the 'Cons side accused the Autobots of having set-up the attack to make the Decepticons look bad. Optimus was thankfully able to quell the mudslinging by bringing in testimony from the 'Equestria Girls' and other ponies who had seen the first She-Demon in the Crystal Empire yesterday.

However, after all this in the morning alone, the afternoon was ripe for Deathsaurus to stride into the free speech plaza and stir further chaos and confusion.

Inside the tower where other speakers waited their turns, Deathsaurus had stopped and made Starscream wait, so they could "Savor our upcoming support!" as Deathsaurus put it.

Once Deathsaurus decided they had waited long enough, he shoved the doors open and boldly stepped out onto the plaza...

Only to see Fractyl and a troop of Vehicon Miners marching around in circles in protest, carrying picket signs with inspiring mottoes or generic stock phrases on them. Amongst the more notable were "Give Peace A Chance!" "Love Is All You Need" "Make Love, Not War" and of course, the ever present tag line, "Friendship Is Magic."

"What." Deathsaurus said so flatly that it didn't even deserve the appropriate question mark. He quickly took stock of what was going and marched towards Fractyl. "Fractyl! What is this- insurgency!?"

Fractyl didn't even flinch when Deathsaurus came at with arms flailing. "I've had something of a revelation, General." Fractyl poured all the contempt he could in his usage of Deathsaurus' title. "And from that revelation, I can see that you...you are a bully with selective preferences! None of this scrap about 'humans are better for us' oh no...you...you just want to kick the ponies out because you don't like them!"

"How dare you!" Deathsaurus shouted back. "True that may be, I will not be spoken to in such a manner!" Deathsaurus noticed the picket sign with "Friendship Is Magic" on it. "Oh, really? The show tag line!? Typical!" As Deathsaurus raged against them, Fractyl leisurely walked around him and climbed up on a conventiently placed crate. Fractyl started scribbling on his sign, then flipped over and pointed at the raging Deathsaurus.

"You should be ashamed to call yourselves Decepticons!" Deathsaurus shouted. The entire crowd below burst into laughter.

"Wha- wha...why are you all laughing!?" Deathsaurus demanded. "Stop that!" Deathsaurus turned around and saw the answer to his question.

Fractyl had a sign pointed at him, with a humorous message of most excellent jest inscribed thusly.

Secretly, he licks Celestia's Cutie Mark.

"Wha- I do not!" Deathsaurus grabbed the sign from Fractyl and snapped his half. He tossed the broken sign pieces and pointed a finger at Fractyl. "Know this, Fractyl, by embarrassing me like this today, you have just made a very powerful enemy."

"Yet, last night, I was able to make lots of friends!" Fractyl countered. He drew himself close, getting into Deathsaurus' personal space as he prepared to deliver a taunt he knew would enrage Deathsaurus even more than ever.

"And you know what they say about friends." Fractyl hissed quietly.

Deathsaurus got so mad, so angry, that for a moment, Fractyl really thought Deathsaurus' optics were going to pop out of his head.

Deathsaurus longed to smack Fractyl upside the head, but as this was neutral ground, he couldn't do anything, or he would be attacked by Autobots and lectured by Shockwave. Deathsaurus flexed his wings like an emperor and transformed into his bat mode, flying up to the air. "Come along, Air Commander!"

Starscream gazed upwards at his new boss, blinking blankly.

Deathsaurus sighed and stretch his bat wing over his face. He disliked that he was having to do the same humorless gag again. "That means you, Starscream!"

"What? Oh, right!" Starscream transformed and jetted upwards, following Deathsaurus.


Meanwhile at the Autobot base...

Optimus Prime reviewed more of the news reports of the She-Demons' attack yesterday, Cybertronix flashing across the screen and his optics as he examined the information presented to him.

Sunset Shimmer watched him work, nearly mesmerized at how his face almost never seem to change, almost always giving the same stoic expression... her blue-green eyes flickered over to Raf for a moment.

Sunset startled when she suddenly felt a presence behind. She whipped around and came face-to-face with her rival and fellow student, Twilight Sparkle.

"Hi." Twilight greeted causally."

Sunset looked down, and away, before looking back to Twilight. "Hi."

"I was, um...thinking about yesterday." Twilight said. "About how you tried to embarrass me...and I figured, since the Princess got mad at both of us..."

Sunset Shimmer chuckled nervously. She completely freaked when she found her arm moving without her consent, thinking Twilight was about to hurt her, but all Twilight did was draw her hand to Twilight's chest, where Sunset Shimmer could something was off about her heartbeat.

"Maybe...maybe we're not so different. Maybe we could be friends, even."

Sunset made a face of uncertainty, before smiling with the brightness of a dim candle. "I would like that."

Twilight let Sunset's hand drift off, and proceeded to leave the room.

Sunset Shimmer then turned back to the guardrails of the Autobot base, crossing her arms under her chin. She sighed, before taking her hand off and looking at Raf. "Hey, Rafael?"

"Yeah?" Raf answered.

"Could you come with me?" Sunset asked, pointing her finger at the door. "I kinda want to show you something."

Raf looked at her with a confused, uncertain expression. "Um...all right. Let me just..." Raf pushed a button on his laptop before closing his device and hopping out off the chair and following Sunset Shimmer's down the stairs.

They didn't notice Optimus was watching them leave. Once they were gone, that left Optimus alone in the room, meaning he could do whatever he wanted without being questioned or judged...

Optimus raised his hand to his mouth to amplify his already attention-grabbing voice. "Ultra Magnus! Could you come in here, brother?"

Magnus appeared in the door frame. "Yo, O.P. Whassup?"

"I would like your input on a matter I'm not certain of." Optimus explained, turning back to the computer.

"'Kay." Ultra Magnus stepped into the room and watched raptly as his big brother went to work on the computer.

Optimus pushed a button. A pictograph of Sunset Shimmer appeared on the computer screen. Optimus pushed another button, producing a photograph from security feeds of the She-Demons that had attacked.

"O...kay." Magnus drawled, confused. "What are we looking at?"

Optimus traced his fingers over Sunset Shimmer's hips, causing a blue outline to appear on the screen where his fingers had touched.

"Okay. My brother is alone with me in a room tracing the image of a human female's hips. That's not creepy."

"Perhaps." Optimus admitted. "But I have more to elaborate upon." Optimus then traced the images of the She-Demon's hips and pushed a button. A large green text reading "CALCULATING..." appeared on the computer screen while blue lines of electronic measurements using levels and triangles of all sorts to perform the calculation.

"MATCH" flashed across the screen in big blue letters.

Magnus raised an eyebrow. "So...you're...suspicious...because Sunset Shimmer's hips have the same measurements as the She-Demons?"

"Yes." Optimus answered starkly without missing a beat.

"Hmm..." Ultra Magnus cupped his chin. "Coincidence...or conspicuous?"

"That, brother, is what I was hoping you would help me decide." Optimus said before tracing more body parts of both Sunset's image and the Demon's. They were more and matches in measurements. The exact contour of their cheeks, the sharpness of their eyes, the slender build of their arms and legs...and then there was the fact the Demon's pony-like tail was the same color as Sunset Shimmer's hair.

"It does not seem out of the question that Sunset Shimmer created these demons and made them in her own image."

"Hmm..." Ultra Magnus said. "Well, it's all very suspicious, Optimus, but I don't think..."

Ultra Magnus was cut off from finishing his sentence by a sudden flashback to yesterday.

I thought, as a Wrecker, you would have liked watching things burn.

Ultra Magnus's lips curled softly in disapproval. He suddenly became serious and saluted. "Optimus Prime, Sir, in light of something Sunset Shimmer said, I would to officially announce my vote for it being 'conspicuous.'"

"Mm...thank you, brother." Optimus said, turning his gaze back to the screen.

Ultra Magnus hesitated as to what he was going to say next, but he knew it needed to be said. It was the kind of question that had to be asked, but nopony ever liked asking because of the implications of it.

"Optimus...should we call Prowl?"

Optimus grimaced before he answered.

"My apologies, brother...yes."


Sunset Shimmer and Raf walked along the halls of the base, Raf curious to know what Sunset Shimmer had to show him, unaware of the self-loathing monologue Sunset Shimmer was giving to herself as she reflected how her plans were coming apart before they even came together.

I sent those She-Demons to attack the facility to cause chaos amongst the Cybertronians...I had no idea innocent people and ponies would be caught in the crossfire. I don't want to admit it, but I can't deny it...I'm a monster.

And the sad part is...

"So, Sunset," Raf asked, "What do you want to show me?"

I don't even want to be...

Raf was dazed when he suddenly caught a green light flashing behind him. He turned around to see if Sunset Shimmer was all right, and saw that she was fine...except for the tiny little detail she'd been turn into a crimson snake from the waist down.

"Uh, Sunset?" Raf asked.

"Rafael...I'm so sorry..."

Sunset's tail quickly lifted off the ground and wrapped Raf before the young boy could blink twice. Raf was disturbed the relaxingly smooth scales constricted tightly around his body.

"Uh, Sunset? I don't like where this is..."

Raf looked at Sunset's eyes, which turned into flashing rings of yellow, pink and red, just like her namesake.

"Goo...iiing." Raf said, his voice slowing down to a drawl, entranced by the beautiful spirals.

In the other rooms, Ratchet and Rarity were alarmed when they suddenly heard a loud, young-sounding scream. "What was that?"

"I'll go check it out." Rarity volunteered. She trotted out of the room and into the hallway.

Ratchet didn't like when she followed up that young scream with a piercing, high-pitched scream of her own. He dashed into the hallway. "Rarity, what's wrong-?"

Ratchet saw what was wrong.

There, lying up against the wall like a murdered victim left to rot, Raf was at rest, eyes closed, his arms limp across the wall and splayed against the wall. Carmine, young fresh blood was leaking to the floor from his neck, getting over all his shirt collar and pant leg.

"No." Ratchet insisted in denial little Raf was hurt so badly. "No. No. No. No no no no no NO!"

Ratchet fell to his knees and put a finger on Raf's neck. "Rarity, go to my lab. There should be a..."

Meanwhile, on the other corner of the hallway as Ratchet barked medical instructions which Rarity followed like a highly trained and sensitive dog, Sunset Shimmer had her hand over her mouth, covering the blood dribbling down her lips. Her tears leaked from her cheeks and soaked into fingers.

"I'm so sorry..." Sunset whimpered, too quietly for them to hear from the corner. She ran off before they could peek around the corner and notice her, and the incriminating blood on her lips.