My Little Pony & Robot Friends: Infiltration

A year had passed since the Great century-spanning War between the shapeshifting aliens known as Cybertronians ended. A civil war between the valorous Autobots and destructive Decepticons that had destroyed their home world of Cybertron, and countless other worlds engulfed in flames. A year had passed since the need to jump from one innocent world to the next had ended, since the Autobot teams and Decepticon battalions scattered across planets from Cybertron's satellites to the darkest reaches of the solar system, nearly on the edges of black hole.

The end came from a most unusual development; a trap laid by a lone Autobot Wrecker trooper had succeeded and partially destroyed the Decepticon flagship, the Nemesis, where it crashed into a world known as... Equestria.

Not wasting any time, Megatron, the Decepticon lord and Master, set out with a plan to force the inhabitants to yield their planet to him and his legion. For a time it worked, but in the process, but the 'Ponies' of the local world had risen up and overthrown him using magic the likes of which recorded civilizations had only imagined previously. When Megatron's ship was repaired, the Ponies followed him, unintentionally following him to Earth and taking part in the Great War there. Joining forces with the team of the Autobots' leader, Optimus Prime, and over the course of their adventure, their power, assistance, and interference led to a climatic battle known now as The Decepticon New York Massacre, where Optimus was finally pushed to his edge and ordered to his combined force of humans, ponies, and Autobots the execution of as many Decepticons as possible, and the hidden true form of the Decepticons' ship, Trypticon, lay at the bottom of the New York Bay waters, and all but one symbol of the Decepticons' power were destroyed.

The Decepticons were exiled from Earth, and retreated to their dead world of Cybertron, stranded and branded as outcasts from Pony and Human alike.

From this, the Autobots, Ponies, and the existence of aliens was revealed to the human public. Slowly but surely, evolution took place and the Autobots, Ponies, and humans allied their governments and began to work towards interstellar harmony, and recovering the Iacon Database ejected into space across the galaxy so the Autobots could reclaim their heritage.

An enterprising Decepticon, Shockwave, took command of the Cybertron-stuck wayward Decepticons. Through clever manipulation, Shockwave earned the Decepticons a place in the forming government by taking a problem off Equestria's hooves - with arcane science conceivable only by Shockwave himself, he strung an Equestria creature known as a Changeling by the hundred-thousands, attaching them to satellites that fed their own shapeshifting magic into to the very Core of Cybertron, regenerating the dead world, causing the scattered Cybertronians across the galaxy to begin the voyage home.

Now, in the year 2013, tensions begin to rise as Optimus Prime's causal friendship with the Ponies' leader, Princess Celestia, is seen as threatening to the U.S White House, Twilight Sparkle left with a bad case of misanthropy after betrayals on Earth, and several returning Autobots and Decepticons are naturally unhappy to see the outcome of the war to be more complicated than just their side wiping the other out...Friendly feuding escalation

Leading into

Our ruination

You've been beat by

Infiltration

In the ashes of - our devastation

You'll turn and see

Your revelation!

"Welcome to –

The New Nation!"

Friendly Sibling escalation

Building up to

Our ruination

Accept the ashes of

Your devastation

A trifecta beat by its

Infiltration

It's time to enter

The new nation

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

Your Revealaaaaatttttiooon!

Revealaaaaatttttiooon!

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

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

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

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

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

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

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

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

"No! NOOO!"

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Strange how?"

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

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

"What is that!?"

"Why would you think I know!?"

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

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

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

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

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

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

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

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

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

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

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

"Pit of Rainbows?"

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

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

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

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

The larger robot turned to the smaller, who shrugged.

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

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

"The Star Seekers! Yeeesss." Joe rasped.

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

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

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

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

Rainbow and Fluttershy exchanged happy looks.

"Artifacts, eh?"

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

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

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

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

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

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

"Good."

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

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

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

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

"What are you blabbering about?" Megatron snarled.

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

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

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

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

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

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

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

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

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

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

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

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

Dash was dumbstruck by Joe's objection.

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

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

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

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

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

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

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

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

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

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

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

"GroundBridge."

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Sure!"

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"You're one of those..."

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

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

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

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

"What was that?"

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

"What's wrong, Fluttershy?"

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Uh-huh..." Twilight nodded.

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

"What?"

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

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

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

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

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

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

"But you won't." Tarantulas countered.

"Really? How do you know that?"

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

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

But by how much?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Hush!" Twilight snapped at him. "It's rude to interrupt the villainous monologue! I should know! I spent several weeks as one, remember?"

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

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

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

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

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

"You-Ratchet needed that!" Optimus snarled.

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

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

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

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

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

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

"RAF!" Pinkie screamed.

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

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

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

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

"Dah! Goo! Frah!"

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

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

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

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

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

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

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

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

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

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

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

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

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

"No..."

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

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

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

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

Raf pointed. "140 clicks southwest."

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

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

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

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

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

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

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

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

much to be smiling about.

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

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

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

"Hey! What gives?"

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

"I never said that, Bumblebee!"

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

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

Beep? (Oh?)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Me dressing up in a tuxedo."

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

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

Megatron dropped to the floor, putting both his hands over his mouth as he attempted to contain the uproarious laughter threatening to burst forth from it. He was amused the idea of Tarantulas in a tuxedo.

Who wouldn't be?

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

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

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

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

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

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

"Okay." Fluttershy nodded submissively.

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

"Okay."

"Okay."

"Okay."

"Okay."

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

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

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

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

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

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

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

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

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

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

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

"Yes."

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

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

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

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

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

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

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

"Right..." Rainbow Dash muttered.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Fluttershy narrowed her eyes and growled.

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

"W-what are you saying?"

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Humph." Megatron lowered his weapon.

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

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

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

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

A klaxon began blaring, red lights starting to flash through the complex. "Self-destruct sequence activated."

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

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

"Can you fix it?"

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

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

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

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

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

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

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

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

"Of course."

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

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

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

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

"Call it a hunch..."

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

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

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

"IT SHALL DO SO AGAIN!"

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

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

The same insignia Ultra Magnus and Smokescreen had found in the form of a badge at a place called Downtown City during a little accident a few months ago.

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

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

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