MLP/Transformers: Fall of Equestria

by Agent Maine

Rating: teen
Tags: My Little Pony: Friendship is Magic, Dark, Alternate Universe, Main 6, Other, Princess Luna, Princess Celestia, Crossover
Length: 5522

After replacing Starscream with a cloned Dreadwing, Megatron sets his sights Equestria.

Megatron orders Shockwave to clone Dreadwing to replace Starscream. After Starscream's death, Dreadwing informs Megatron of a new source of energon, he discovered before his death, noting the earths supply is almost exhausted. Ordering Soundwave to lock the space bridge onto the coordinates provided by Dreadwing in hopes of finding a new supply off world.

Both TFP & MLP belong to Hasbro.

Okay hopefully this is the last time I change my mind. I'm going to resume the story, but I'm not going to bother editing the first three chapters, or if I do it'll be later.

Published 2014-02-24 06:10:01 UTC
Last updated 2014-07-07 07:41:06 UTC

Prologue

A space bridge portal opened up high above a planet similar to earth, the key difference being that the sun and moon seemed to be in an odd orbit around the planet. The Decepticon warship, the Nemesis, came out of the space bridge a few seconds after it opened. Inside the warship Megatron and Dreadwing observe the planet from Bridge's view Screen.

"This is the planet I spoke of Lord Megatron. When I was last here, I detected a large supply of energon emanating from the planet." Dreadwing said.

"You'd better be right Dreadwing, considering earths own supply is almost exhausted. Because of this I require a new source. Begin scanning the planet." Megatron ordered Soundwave.

Soundwave began to do as he was told and soon got a massive reading. Megatron looked shocked from the reading then looked at Dreadwing with a half confused, half irritated look. Why hadn't Dreadwing told him about this earlier when he was still his second in command?

"If the reading was this great when you first arrived here, why didn't you tell me about this planet when you had the chance!?!" Megatron half barked at his new first lieutenant.

"The reading wasn't larger than earths when I detected it. I don't understand how it came to increase this much so quickly, it should have taken years for it to develop this much." Dreadwing stated, he was surprised by the reading as well, but kept his tone in check.

Megatron, still looking annoyed and puzzled, told Soundwave to check for any signs of life on the planet. Soon the view screen zoomed in close the planet where a city had been detected over one of the energon signals. It appeared to be some sort of palace rather than a city. The screen zoomed in closer to reveal the occupants of the planet. The image then shifted so that Megatron could get a better view of the occupants. The occupants looked similar to a species in earth, but they were smaller, multicolored, and some of them had wings, while others had horns, finally there were some with neither horns nor wings.

Overall the natives of the planet didn't look like they were going to be a problem, which made it perfect to conquer! Although Megatron has enough experience to know nothing is ever that easy. He noted that initial scans said that there wasn't any technology on the planet, which means spying on the planet would have to be done on the warship since he can't send troops to scan local vehicle forms for spying.

Down on Equestria

Princess Celestia watched as her sister finished raising her moon and night sky. As she flew over to her sister she noticed a blank expression on her sister's face as she stared out into the vastness of her night sky.

"Is something wrong younger sister?" Celestia asked as she landed softly by her younger sister. Princess Luna was startled by her sister, but quickly recovered and smiled.

"No nothing’s wrong dear sister, it's just, I thought I saw something for a moment. It was probably just a wormhole; it's about that time again." Celestia nodded and both sisters looked up at the star filled sky, still both sisters had a feeling deep down something was wrong. However nothing seemed out of the ordinary, so they went back inside so Celestia could retire for the night. Luna went to her chambers after bidding her sister goodnight. She then closed her eyes and began to try and focus in order to enter the realm of dreams, a domain where she could enter the dreams of all Equestrians. While there she often enjoyed watching the dreams of young fillies and colts.

Tonight however she had a hard time focusing, as she felt uneasy, as if something that didn't belong in her night sky was out there. She got up and went out onto her balcony to look at her night sky once more, and once again she didn't see anything wrong. She decided it would probably be best if she just read a book and relaxed before attempting to enter the dream realm again.

1 Week Later

After one week Megatron had learned all he needed to learn about this planet and its inhabitants. There were apparently 2 leaders, one who ruled during the day, and one during the night. Rule Number 1 for surprise invasions: always take out the leaders, without someone to lead the kingdom, there will be panic and chaos, thereby making victory easier. Megatron did however notice something strange about the creatures with horns. They seemed to have control of some sort of energy field that granted them a variety of abilities, such as teleportation, telekinesis, and a few other abilities. However they didn't seem to be able to use it as a weapon, so it didn't bother Megatron much. He'd have shockwave look into this strange power after project predacon was completed. He may possibly be able to harness the powers of these horned creatures in the future, thus giving him an edge over the autobots. Not that he'd need one, considering the predacons should be enough edge.

Dreadwing entered the bridge, where Megatron was just finishing a conversation with shockwave over a monitor.

"Lord Megatron, Soundwave has completed his initial scans of the energon supply beneath the palace. There is a large amount of energon; it's fairly close to the surface so the mining crews shouldn't have too much trouble reaching it. All we need to do is level the structures currently above it."

Megatron smiled, it was now time to begin his attack on the unsuspecting inhabitants of the planet below.

"Begin the attack commander," Megatron ordered. Dreadwing turned and started to leave the room when Megatron said "Oh and Dreadwing, I want you to lead the attack personally. While I don't expect the inhabitants of this world to put up a fight, I want you to make sure the two leaders don't survive the attack." Dreadwing turned and replied "Yes my Lord." he then turned walked out of the room. A few minutes later, Dreadwing and a squadron of vehicons where on the warship's main deck. They then started to run towards the stern before transforming into jets and soon were headed planet side.

Author's Note

This is my first attempt at a fanfic so please tell me what you think in the comments below. If you find any spelling errors please point them out so I can fix them

Chapter 1

For Princess Celestia the day was going along quite smoothly. She got up this morning to raise the sun after her sister lowered the moon as she normally did. She had a wonderful breakfast of cake with cloud frosting that her chef had made for her. Read the most recent friendship report from Twilight, and then went to the courtroom for open court. Other than a few business ponies who wanted set up unsafe mining operations, things were going well, too well it seemed for Celestia. After the last pony left the courtroom, Celestia decided to see how her sister was doing; she hadn't been getting a good days sleep for a week.

She did her best to help her sister, but nothing seemed to work. She had brought in experts to examine Luna, but they found nothing wrong with her. Even sleep spells didn't work for long, yet Luna assured Celestia that she was fine. The last time something like this happened was a thousand years ago right before Discord rose to power. However Celestia knew Discord couldn't be responsible for this since twilight and her friends had returned him to stone.

Perhaps this time I'll find her asleep. Celestia wished to herself as she neared Luna's chambers.

Before she could get there though, the castle shook violently as there was a massive explosion outside. Following the explosion were panicked screams and shouting. Princess Luna quickly appeared from her room and ran quickly caught up to Celestia as she ran towards the nearest balcony.

"What in Equestria is going on?!?" Luna demanded as they approached the balcony.

"I wish I knew dear sister, but I suspect we're about to find ou-” She didn't finish what she was about to say as they reached their destination and the sight outside shocked her into speechlessness. Flying through the air were these purple metallic creatures that were firing some sort of red magic at the ponies below, destroying several buildings in the process. A group of them made a weird sound as they morphed midair into some kind of creature that was twice the size of a manticore, had 2 arms and legs, and a head with only one eye. These mysterious invaders landed in the town , and then they morphed their arm into some sort of cannon, then began to open fire once more on the ponies below.

Before Celestia and Luna could intervene, a larger blue creature headed straight for the 2 princesses, and began to open fire upon them. Thinking quickly, Celestia summoned up a shield spell around the balcony and deflected the magic bolts. The beast flew past them, but then doubled back, Celestia presume to attack again. Once it passes by again, I'll lower the shield and blast it and then I can coordinate defenses Celestia thought to herself. However the creature seemed to have other plans, because instead of shooting magic at them, the creature launched 2 projectiles at them. Before either Luna or Celestia could brace themselves or strengthen the shields, the projectiles exploded against the shield. The explosion shattered the shield, and completely destroyed the balcony, and sent them flying against the wall on the other side of the corridor.

The shield absorbed most of the blast, so Celestia and Luna didn't get hurt too badly. They picked themselves up and looked out the giant hole the explosion left where the balcony once was.

"Luna, I need you to coordinate defenses with the royal guards and get the civilians off the streets, I will take care of the blue creature, I presume he's the leader." Celestia said in a calm voice to her younger sister.

"But sister, thou saw how large that thing is! I should stay here and help thou take that monster down!" Luna said with a tone of concern.

"I can hold it off until our subjects are safe, until then you're needed out there." Celestia replied. Luna wanted to argue more, but she knew that they couldn't waste more time. So she nodded and ran off to defend her subjects, leaving Celestia to wait for the beast to confront her.

She didn't have to wait long, the creature flew in through the hole and morphed into a creature similar to the ones outside, but this one was larger, and had 2 eyes and a mouth.

"Your Majesty, I regret to inform you, that you are about to be dethroned." The creature stated while pulling out a cannon that formed out of its back.

While initially surprised that the being could talk perfect Equestrian, she quickly recovered, and asked "who or what are you and why are you attacking us?"

"My name is Dreadwing, humble servant to Lord Megatron, leader of the Decepticons." He replied, "And we've come to this world, to harvest the energon that resides on this planet, and you are simply in our way."

Celestia looked puzzled by what Dreadwing said. She had never heard of this energon, and if they were in the way, why didn't these Decepticons just ask them to move?

"I don't know what this energon is, but if you want it so badly that you'd attack innocent ponies to get to it, then I won't let you to have it” She said sternly.

Dreadwing was unphased by this and replied "You misunderstand, you don't have a choice!" he then proceeded to fire upon Celestia.

Celestia quickly summoned another shield spell to block the shots. After blocking them she dropped the shield and took flight, while there wasn't much room in the hallway, she would at least have more room to maneuver than this "Dreadwing" does.

Charging her horn with magic, she began to return fire, she couldn't stay in one spot to aim for too long or else she risked getting hit by Dreadwing's shots, so she missed from time to time. When she did hit him though, she did little to no damage. Celestia didn't like killing, so when a threat came up that she needed to take care of personally, she always applied just enough magic to knock them out with little damage done. However, she feared this fight would require her to use larger amounts of magic that would normally prove fatal to ponies.

Dodging more of Dreadwing's shots, Celestia charged her horn with more of her magic before letting Dreadwing have it. Instead of shooting one large blast of magic, she divided it into smaller blasts, effectively showering Dreadwing with a barrage of magic. Dreadwing had to let goof part of his cannon to shield his face, as the force attack was more than he predicted. The force of it was so strong that Dreadwing was actually sliding back a few feet, and dropping his assault cannon to try and shield himself more. Celestia finished her attack, partially pleased that this time she had done more damage to her foe this time.

Dreadwing had to admit, he hadn't imagined this small creature would put up this much of a fight. She was easily deflecting his shots, while she returned fire with some kind of energy that she shot from her horn. He wasn't expecting any offensive or defensive attacks from these beings since they had not seen any sign that they knew any form of violence during their week of spying.

However he wasn't about that stop him, he picked up his assault cannon and put it back on his back, before drawing his sword. "I must admit, we didn't think any of you organics were capable of putting up this kind of fight."

"We ponies are quite capable of defending ourselves. Please end to this attack before more lives are lost!" Celestia pleaded, but Dreadwing only smirked.

"You sound alot like Optimus Prime." he commented before pointing his sword at her. "If you wish to end this, submit yourself to me and I will make your end swift Queen?"

"My name is Princess Celestia, and I will never willingly submit myself to your sword!"

"I was hoping you'd say that, Princess." He said with a smirk, before charging at her. He jumped into the air, before swinging his sword down towards Celestia, but she teleported out of the way. As much as he tried, he wasn't having much more luck with his sword than he had with his assault cannon. She kept dodging his sword each time he swung it at her. She apparently was as fast as she was small, while compared to her, he was too large and too slow.

A quick blast to his chest sent him stumbling back a few steps, her energy blasts were not unlike that of common cybertronian weaponry, but they were slightly weaker. They didn't do much damage, they packed more of a punch. Dreadwing Suspected she may be holding back, but it didn't really matter to him. He quickly recovered, and smirked, like most Decepticons he enjoyed a good challenge.

"I underestimated your royal highness" he commented, slowly starting to walk around the white royalty.

"There's a reason I've ruled over Equestria for over a thousand years." she replied, doing likewise.

Dreadwing figured that if he could blast her against the wall, she be dazed enough that he could finish this fight. All he needed was for her to take a few more steps and she would be perfectly in place for his plan, what he didn't notice was that he was angling himself towards the hole in the wall.

With one final step, Dreadwing quickly put his sword back, then drew his assault cannon and cocked it, then launched 3 grenades at her.

However she quickly enveloped them in an energy field from her horn and with a spin redirected the grenades back toward Dreadwing. Before Dreadwing could react, the grenades exploded sending him flying out of the room. A building broke his fall, but he was a little daze from the explosion. His optics soon recovered and he was up on his feet.

Before he could resume his battle with the white alicorn, a Ground bridge opened a several feet away. Out of the ground bridge came a swarm of insecticons making their usual battle cry. He hadn't requested reinforcements, which could only mean Megatron had sent them, which probably meant he'll be following shortly. His reasoning proved correct as the Decepticon leader walked out of the Ground Bridge. After looking around Megatron spotted Dreadwing, as he walked up to Dreadwing he didn't look pleased.

"Seeing as how you can't defeat a small 4 legged creature, I will do it myself!" Megatron snapped, as he turned towards the castle he glanced back and said "Just try and do you best to take down the other one, I want her alive though. She and whoever else the insecticons can capture should provide Shockwave some interesting details about their species." He then transformed and flew off towards the hole in the castle wall.

Determined to not fail his master once again, Dreadwing transformed and flew off in search for the other ruler of this planet.

As Megatron flew closer, he saw his target emerge from the hole. She seemed to take note of his presence, and just stood there while a glow started to emanate from her horn.

Does she really think any attack she can throw at me will work? Megatron pondered, increasing his speed in an attempt to ram into her before she could attack. The closer he got, the brighter the glow from her horn got. Right as Megatron was about make contact, she disappeared in a bright flash that blinded Megatron for a few seconds since he was so close. Missing his target, Megatron crashed through two walls. He quickly recovered and transformed back into robot mode, he looked around for the ruler when he heard a noise to his left. There he saw who he was after staring at him with a stern look.

Megatron smirked, "It's not every day that I get out maneuvered by a lesser being." He stated.

"I presume your Megatron, leader of these Decepticons?" She replied.

Megatron gave a theatrical bow as he replied "One and the same, your highness, unfortunately though, your reign is about to come to an abrupt end." He then began to fire upon her with his Fusion Cannon.

Celestia was initially surprised by how his weapon was just on his arm, seeing as how all the weapons she had seen came from the other attackers came from their own bodies. She didn't let this distract her for too long as she quickly took to the air and dodged his shots. One shot however, met it's mark, sending Celestia against a wall. Thanks to her split second shielding, she didn't get injured too badly. She then charged her horn with as much as it could take for one large blast right at the center of Megatron’s chest. She then released it towards its target where it it him dead on target. The light from the blast blinded her vision for a second, but when it cleared up she was shocked with what she saw. Other than leaving a black burn dent, burning the insignia on his chest off, her attack didn't damage Megatron at all!

Megatron looked annoyed at the failed attempt to harm him and said "My turn". He then reached back and drew the Dark Star Saber from his back. As it began to glow, Megatron swung the blade horizontally in Celestia's direction, thus send a dark purple energy wave in her direction.

She quickly brought up a shield spell, but it was a futile effort, the wave broke right through it with ease and hit her like a meteor and carried her through two walls. The force of the attack, plus being forced through two walls, had knocked out Celestia, sending her plummeting to the ground!

Author's Note

I decided to divide this chapter into two chapters so I could have room to edit things, that and it felt like they should be separate.

If you find any errors, problems, etc, please point them out in the chat section below.

Edit: I've cleaned this up some, so hopefully this chapter is more enjoyable.

Chapter 2 Editing

Princess Luna ran as fast as she could to get outside, she had just gathered the Lunar Guard and ordered them to gather the Solar Guard in order to coordinate some defense. She burst outside where both the Lunar and Solar guards were waiting. Luna was still worried about her sister, but she knew Celestia would be fine, right now she needed to focus on defending Canterlot, and its citizens.

"All right, I want thou to split into 2 factions, Pegasi in one group and Unicorns in another." Luna said with a calm look, the guards did as she ordered and she then looked at the Pegasi guards and ordered "You guards are to clear the streets, we need to get everypony to safety!" the guards nodded and took flight. Luna then looked towards the remaining guards and ordered "You are with me, we'll engage the enemy to buy the Pegasi more time and try to force them out!" the Unicorn guards nodded and followed the princess out into battle.

What met the outside the gates was horrifying. There were buildings that were totaled, ponies corpse were scattered about while squads of giants chased surviving ponies about attempting to blast them.

The Battle between the ponies and the Decepticons was currently leaning on the side of the Decepticons. Due to their lack of training in lethal magic, the guard’s magic was doing very little against the aggressors. Since Luna's alicorn magic is stronger than unicorn magic, she was causing more damage, but it still wasn't enough to fully tip the tide of the battle. Having not as much success as she was hoping, she shifted her focus on evacuating the ponies from the area.

Luna did the best she could to help the guards move wreckage out of the way so that the Pegasus guards could evac ponies from the area. She was doing this very thing when their actions drew the attention of a group of the monsters. Luna knew that the guards wouldn't be able to fend them off and rescue the ponies inside, so she decided to engage the enemy herself.

"I don't know where thou have come from fowl creatures, but I will not allow thou to hurt anymore ponies!" she declared as she poured magic through her horn. She then released it in the form of a magic blast toward one of the attacker's head. The shot made its mark right in the center of the creature's one eye. That must be their weakness ! She thought to herself with glee.

The creatures began to retaliate with their arm cannons, so Luna quickly summoned a shield spell before she took a hit. She glanced back and saw that the guards had finished their rescue and were now coming to aid their princesses.

"Aim for their eyes! It appears to be their weakness!" Luna ordered. The guards did as ordered and within a few moments they had defeated the group of giants.

"Pass the word on to the other guards about the enemy’s weakness; I'll engage the enemy once more." She ordered the guards nearby. They acknowledged their princess, and then hurried off to continue defending the castle.

I probably won't stand much of a chance engaging these things on the ground by myself, so I should probably move to the air. Luna thought to herself. She knew she was most likely faster than the flying attackers, but since she was smaller she'd be a harder target to hit.

She immediately took to the skies and began to attack the flying invaders. At first she was barely able to knock down any of the enemy, due to what appeared to be heavy armor, when she learned of a weakness the enemy had in this form. There was an area behind the monsters were fire was coming out of. Apparently it was what propelled them through the air, since the moment she took it out with a magic beam her enemy would fall out of the air like a rock.

With this new knowledge, Luna was able to maneuver behind the attackers and down them. Her theory about being a hard target because she was smaller soon proved correct as the enemy was failing to hit her as she out maneuvered them and being shot them out of the air. At last things were turning in their favor as the guards were successful in chasing the enemy off the ground and were providing the princess cover from the ground with their magic.

Aboard the warship Megatron watched the battle rage on and didn’t like the results.

"Knockout go to the armory and bring me my Dark Star Saber to the flight deck." Megatron ordered Knock Out, who quickly ran out of the room to do as told. Making Megatron wait when he's not in a good mood was a bad thing, so Knock Out figured it was best to just get moving.

Megatron then turned toward Soundwave "Soundwave have the insecticons meet me on the flight deck, and prepare to open a ground bridge to the surface of the planet." He ordered. Soundwave nodded and turned back toward the terminal, saying nothing as usual.

Megatron then turned and left the room to head off to the flight deck.

I suppose if you want something done right, you have to do it yourself. Megatron thought to himself.

Luna was pleased with herself; she and the guards seemed to be winning this fight! While the town below would have to be repaired, at least there would be a town to return to. Suddenly there was a sound below she had never heard before, she looked down and saw what looked like some sort of small wormhole. Out of which came what looked like giant bugs, they quickly started to attack the guards with magical blasts from their horn, similar to the ones shot from the transforming giants she just fought. Her guards scattered as they were caught off guard by the sudden bug attack.

Along with the bugs came a gray giant with something purple glowing from its back. It soon morphed into a different form similar to the purple creatures, and that of the blue beast that had attacked her sister and her. It flew off in the direction of the palace where her sister was battling the blue beast.

Before she could move in to assist she was suddenly hit by some kind of blast that sent her falling to the ground. She managed to recover enough that she could land safely. She looked around for what had hit her, when she spotted the blue creature from before. It morphed into a giant similar to how the others had, but with some differences.

"Your sister was a challenge, but I doubt I'll have the same trouble with you." It stated.

Luna was then worried about her sister, when she last left her, she was going to battle the being before her now. Had this thing hurt her sister and the gray giant come to finish her off? She needed to go find her sister fast, but to do so she needs to get past the blue monstrosity in front of her. She charged her horn and began to blast at his head.

Dreadwing dodged her shots as best as he could, but instead of bringing his gun out to attack, he started throwing round discs at her which she either destroyed, or dodged. Unbeknownst to her, the ones she dodged attached themselves to whatever they landed on, a building, a cart, the ground, etc.

Dreadwing then charged at her in an attempt to grab her, but she quickly teleported out of the way. She reappeared by some buildings, just as Dreadwing had hoped! Although she was where he wanted her, he didn't move in time to avoid a blast from the co-ruler. The blast sent him tumbling into a building, but he recovered and grinned. He flipped open a device and pressed a button, which was followed by a series of beeping noises.

Hearing the beeping noise, she quickly looked around and saw the discs she had avoided earlier starting to flash at an accelerated rate. Next thing she knew they exploded, sending piles of rubble falling towards her! She managed to avoid most of them, but a piece of roofing landed on her. She was able to get it off, but it wasn't easy.

Suddenly a purple explosion at the castle caught her and everyone's attention. The next thing Luna saw was Celestia falling from the explosion.

"CELESTIA!!!" Luna cried out as she took flight towards her sister. She had to hurry before her sister went splat on the ground! Landing on the ground below, Luna quickly enveloped her sister in her magic to slow Celestia's rapid decent. With a sigh she managed to place her sister down softly before running to her side. She was still breathing so she was still alive; Luna released a sigh of relief.

"Celestia? Celestia wake up!" Luna shouted as she shook Celestia with her hoofs. With a few moans Celestia slowly started to open her eyes. It felt like she had just been hit by a mountain, when she tried to stand she felt a sharp pain in her right rear leg that made her fall back down.

"Celestia! Are you alright?" Luna asked in a worried tone.

"I think my leg is broken" Celestia winced.

Dreadwing then walked up with several insecticons. He looked up and saw Megatron come out of the new hole he had just created. He landed with a giant thump and turned towards the princesses. Luna didn't know what to do; Celestia needed medical treatment and was in no condition to fight. She couldn't take on both the blue giant and this new one, so looking at the sun, she was left with no other choice. She charged her horn with magic and turned toward her sister and shot her with a powerful spell. With a flash Celestia turned into some sort of golden energy and shot towards the sun.

Luna knew that when an alicorn is trapped in or on a celestial body, time becomes meaningless. So the only way she knew that would allow her older sister to heal and survive was by banishing her to the sun. It wasn't a permanent banishment, since she didn't have the elements she didn't have the capability for that, not that she wanted to anyway, but it would be 50 years before she would be free.

Megatron didn't know what just happened, but he'd worry about it later, for now the primary ruler was out of the way, which just left the blue one. However she seemed to have surrendered, so he knew the battle had been one so he turned toward Dreadwing.

"Call the warship, take her and everyone we've captured to the warship and lock them in a cell, but make sure it's separate from hers." Megatron ordered, Dreadwing nodded in acknowledgement. Megatron the turned to the troops that had gathered around, and after he assigned a group of them to help Dreadwing, he said to the rest "The rest of you, level this palace, I need a clear area for the mining crew."

Luna felt helpless as a new wormhole opened as she and the guards who had surrendered were herded into it. She watched as the giants and the bugs started to demolish her home as she entered the wormhole.

Author's Note

Well there you have it! Canterlot has fallen and Celestia banished to the sun.

I didn't like making Celestia look weak and easy to defeat, but I wanted her out of the way.

In the next chapter, news of Canterlot's fall will reach Twilight and Ponyville.

This is again my first story, so if I went OOC, made grammar or punctuation mistakes, please let me know so I can fix them. Feel free to criticize so I know what to or not to do in the following chapters.

For those who read my story before the edits, you will recognize this as part of the previous chapter, with a little editing.

I hope you enjoyed it and look forward to you comments!