Queen of the Predacons.

by Gyvon

Rating: teen
Tags: Adventure, Violence, Princess Celestia, Crossover, Human, Twilight Sparkle, Transformers, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Original Character, Queen Chrysalis
Length: 25362

side-story to Stranger in a Strange Land. Queen Chrysalis meets with the Predacon leader, Megatron.

After her humiliating defeat at the hooves of Princess Cadence and Shining Armor, Queen Chrysalis and a small cadre of her Changeling minions find themselves lost on a lonely mountain deep in the Everfree Forest. With a storm brewing, she decides to take shelter in a cave along the Mountainside.

Unfortunately, the cave is already occupied. Queen Chrysalis and her forces are swiftly surrounded by the Predacons. However, before hostilities commence, Megatron makes her an offer. An offer she would be an idiot to refuse.

Sequel to "My Little Pony: Flesh and Steel", which can be found here

Published 2012-04-25 21:54:01 UTC
Last updated 2012-08-23 22:55:58 UTC

Chapter 1: Fateful Meeting.

Chapter 1

Fateful Meeting

Needless to say, the Queen of the Changelings was furious. Her perfect plan was in ruins, all because of Twilight Sparkle. If not for that meddlesome Unicorn, Shining Armor and all of Equestria would be hers, and ripe for her minions to feed. But now she was lost in some light-forsaken forest, with only a small cadre of her Changelings accompanying her. The rest were either scattered to the four winds or, if they were unlucky enough to be indoors, squashed against the Canterlot architecture.

Suddenly, the sky gave off a loud rumble and an arc of lightning flashed overhead, signalling an oncoming storm. She hastily turned to one of her nearby minions. "You. Fly up and see if there is shelter nearby." she ordered. Bowing, the Changeling flew up to scout around. It returned within less than a minute.

"My queen..." it hissed. "A few miles to the west is a mountain. Along it's side is a cave that should be suitable for your needs."

Chrysalis couldn't help but smile. "Good work, my loyal subject. Let us make haste. The sooner we find rest, the sooner we can regroup with the others."

It took longer than expected to make it to the cave. There path through the forest was confusing, and at times Chrysalis feared they were lost. She dared not risk flying to the mountain, lest some wayward Pegasus spot her and rush off to warn Celestia. By the time they climbed the mountain path, the skies broke and rain began pouring down, drenching the Changelings and their Queen to the bone.

"You did well, my subject." said Chrysalis. The addressed Changeling bowed, and flashed a smile.

"Your Highness." said another. The Queen indicated for him to continue. "This cave is massive, unlike any I have ever seen before. I fear that this may be the den of a Dragon."

Chrysalis snorted. "It is of no consequence. As long as it's not a Black Dragon, we should be fine as long as we do not threaten its horde."

"And if it is a Black Dragon?" asked another of her subjects.

"Then we're already dead, and just don't know it yet." she replied.

With that thought, the Changeling Queen and her cadre marched deeper into the cave. They came across an opened doorway in the wall. She sent one of her underlings to scout it out, who immediately reported that it was empty, possibly a store room. That's strange. Dragons don't build storage spaces into their caves, she thought. Leaving that mystery behind, the group headed further down the tunnel, coming across a large, stadium-like cavern. Along the far wall were several other passageways. Some as massive as the entrance, others sized seemingly for something the size of an Alicorn. What set the chamber apart from the rest of the cave were the strange panels along the perimeter wall and a large dais in the center.

"These look like computers." said one of the Changelings, a female. "I once fed off a Unicorn that had a similar set up in his basement, though these seems far more advanced."

The Queen turned to consider the one who spoke up. "What is your name, subject?" she asked.

"Cara, your Highness." she replied

"Well, Cara..." said the Queen, her curiosity growing by the minute. "What do you believe these... computers were used for?"

Cara walked further into the room, cautiously, and examined one of the panels. "I don't know, my Queen. This... display is in a language I can't read." She then pressed a button below the display, and an ear-piercing klaxon sounded.

Chrysalis hissed in anger, but before she could berate the Changeling, she heard loud footsteps running towards the chamber from further in the caves. She turned to flee, but was stopped as a great portcullis slammed shut in the doorway.

"Damn it!" she cursed. "We'll have to fight our way out it seems." She adopted an aggressive stance and flared her wings, while her minions did the same. They were ready to face whatever the caverns threw at them.

From out of the distant caverns, strange bi-pedal creatures marched out and formed ranks at the far end of the chamber. They appeared to be mechanical in nature, though Chrysalis could see that they had organic components as well, such as skin and hair.

"Predacons!" hissed Cara.

Queen Chrysalis now knew what she was up against. While she hadn't arrived in Canterlot until a month after the Predacons besieged the city, their very existence had thrown her carefully constructed plans for a loop. It had taken all her manipulative skill to convince Shining Armor not to ask the Humans for aid in defending the city. She was fortunate that the Predacons had not shown themselves since the Battle of Canterlot, otherwise Celestia would've requested aid from Earth without hesitation.

And now she was trapped in their very lair. Chrysalis did not see her, or any of her subjects, surviving to see tomorrow. She involuntarily cringed as the Predacons leveled their weapons on her. Suddenly, a voice from the far tunnels cried out "HOLD YOUR FIRE!"

The Predacon ranks made way for the one who shouted. When he made it to the front, Chrysalis almost gasped as she saw that it was a Pegasus stallion. His coat was white as snow, while it's mane and tail were blood-red. It's cutie mark, strangely, was a silhouette of a ram's head. He approached the Queen as the Predacons lowered their weapons.

"Has Celestia reached an accord with the Predacons, little pony?" asked Chrysalis.

The Pegasus smirked, and before her startled eyes, transformed. His fore-hooves split and hands extended, his rear legs bent into a more humanoid shape as he stood up. The equine head folded forward into his chest, to be replaced by a another, mechanical head. Standing straight, he was short by Predacon standards, but still reaching to just below Chrysalis' head. His transformation finished, he bowed deeply, in an almost exaggerated fashion.

"Lord Megatron bids you welcome, your Highness. We are honored by your presence." he said. He straightened up from his bow and waved two Predacons forward. "You two, see that our guests are properly accommodated." The indicated Predacons snapped a quick salute and approached the Changelings. Receiving a nod from Chrysalis, the group followed the pair. As she went to follow, she was stopped by the Pegasus 'Con.

"Lord Megatron requests a private audience with you, your Highness. Please follow me." With a quick bow, the Predacon turned and led Chrysalis down another passageway. The ceiling was high enough that she didn't need to worry about bumping her head, but the floor was only roughly worked, and she stumbled a few times along unseen bumps. Soon, however, they came to an ornately carved door. The Predacon knocked for entry, and stood back.

"Enter." said the one on the other side of the door, whom Chrysalis assumed was Megatron. Her escort pulled on a handle, and the door opened smoothly. "Ah, Charger." said Megatron. "Please, show our guest inside."

"At once, my Lord." replied Charger who stepped aside to let Chrysalis in.

It was a fairly large, and ornately decorated room. Well made silk curtains hung along three of the walls, interrupted only by bookcases filled with books of every subject imaginable, from classical literature to quantum physics. The fourth wall was taken up entirely by a large computer. Along one of the other walls was a large bed, one that Chrysalis could lay down on fully splayed and still have room for another. However, unlike the room, it was fairly spartan, only consisting of a light sheet over a thin mattress.

What caught her attention, however, was a figure in the middle of the room, lounging in a large tub recessed into the floor and filled with warm, steaming water. He was broad-chested, covered in violet metal and skin. Even though half of his body was concealed underwater, Chrysalis could tell he was larger than the average Predacon. However, it was his right arm that startled her the most. While his left one ended in a grasping hand, the right ended in a dragon's head. From the way flesh melded with metal, she could tell that it was not mere decoration, but part of his body.

"Lord Megatron, I presume?" she said.

"Why yes, my dear." he replied. "But where are my manners? You must be exhausted form your ordeal. Please, join me. The water is nice and warm."

Chrysalis hesitated at his invitation. On the one hoof, she wasn't entirely sure she could trust her host. But, the trail to the cave was hard, and she could feel a layer of dust clinging to her coat, despite the rain. She cautiously approached the tub, seeking any sign of treachery. The moment her hoof touched the water was the moment all hesitation left her. Chrysalis quickly sank her body beneath the waters surface, feeling all her built up tension and various aches just melt away.

With a contented sigh, Chrysalis closed her eyes and smiled. "I thank you, lord Megatron. It feels like I haven't had a proper bath in weeks."

"Think nothing of it, my dear." he replied, turning to Charger. "Please, leave us. See to our other guests"

Charger saluted, and left the Predacon leaders room, closing the door behind him. Satisfied that his lieutenant was gone, Megatron returned his attention to Chrysalis.

"Now, my dear, we have much to discuss. Yessss."

Chapter 2: Post-Wedding Revelations

Chapter 2: Post-Wedding Revelations

Chapter 2

Post-Wedding Revelations

"Well Megatron, I must say that you are a fantastic host." said Chrysalis as she soaked in the tub. "What is it you wish to discuss?"

"It's quite simple." replied Megatron. "We both have our wants and needs. You need to find proper nourishment for your subjects. I need to keep my Predacons happy or they'll try to oust me from power. I believe we can help each other with our predicaments."

"How?" she asked.

"Correct me if I'm wrong, but your species feeds on 'love', correct?" asked Megatron.

"Any strong emotion will suffice." said Chrysalis. "Although love is the most potent."

"Amazing!" exclaimed Megatron. "You Changelings have such a... fascinating biology."

"And you seem to know a surprising amount about us." said Chrysalis. She couldn't help but feel that there was something... off about the way Megatron was treating her.

"I have good spies." replied Megatron, as he reached over to grab a remote with his left hand. He pointed it at the computer and pressed a button. The screen came on and showed a scene from the battle her Changelings had with the Element Bearers.

"How?" asked Chrysalis.

"I have cameras placed in almost every public space in Canterlot. The only exception being the Palace itself." Megatron stated. "Speaking of which, why don't we focus on where your plan began to fall apart."

Before she could object, Megatron pressed another button and the screen changed to show Twilight Sparkle. She was alone at the altar in the Canterlot chapel, crying. Chrysalis realized that this was when Twilight Sparkle had first accused her, just after being told off by her brother. She watched herself, disguised as Princess Cadence, approach the dejected Unicorn.

"What, exactly, was my mistake?" asked Chrysalis.

"It's really quite simple, my dear." said Megatron, sending an involuntary shudder up the Queen's spine. "The greatest threat to your plan had been discredited. Even Celestia had turned her back on miss Sparkle. If you had left her well enough alone; or even better, accepted her apology, you would have been the wife of Shining Armor without so much as an objection from the Unicorn."

Chrysalis winced. It was such a simple mistake, and yet she needed someone who hadn't even been there to point it out. She felt like such a fool. Seeing her distress, Megatron reached over and stroked her mane reassuringly.

"There there my dear." he cooed. "Everyone makes mistakes."

It was then that Chrysalis realized why she was getting a funny feeling from Megatron. He was infatuated with her. She did not recognize it at first because of his semi-mechanical nature. It was an exotic flavor for her.

"Do you have a plan?" she asked.

"Of course." replied Megatron. "It will take some time to put all the pieces together, but that'll allow me to spend time with a beautiful creature such as yourself."

Not much had changed in Canterlot since the Predacon attack and open relations with Earth had been established. If you said as much to either of the Princesses, however, they would only reply "yet." It hadn't even been two months, after all.

Princess Celestia's parlor room was not the largest room in the castle, but barring the main dining room and throne room, it was a close second. It was ornately decorated, much to Celestia's disdain. Rich silken tapestries were hung from the walls. Bookcases filled with rare books, some one of a kind, occupied every empty space. The southern wall was open, leading to a small balcony from which Celestia could view the surrounding countryside. Along the north wall was one indication of the changes since contact with Earth; a plasma-screen television.

It has been a day since the Changeling attack, and Shining Armor and Princess Cadence were finally wed. The Royal Sisters, Celestia and Luna, were pouring another round of for their late-night guests; Princess Cadence, her husband Shining Armor, Twilight Sparkle, and the only non-pony in the room, John Kelley; also known as Gyvon Prime, the leader of the Autobot contingency on Equestria.

"Have you two decided where you're going on honeymoon?" asked Luna.

"That depends." said Cadence. "If John came through with his connections, we were planning on taking a tour around Europe."

John smiled. "I got the paperwork." he said. "I just need you two to stop by the office in the morning to sign them, and you'll be on your way with the first 'bridge."

"Fantastic!" said Shining Armor, finishing his latest drink. Twilight downed her drink as well, winced, and furiously began scratching her back.

"You alright there, Twi?" asked John.

"Yeah." replied Twilight, still scratching. "My back's just been itching like crazy since the reception!"

"Scratching will only make it worse, Twilight." said Celestia with a barely perceptible smirk. "Put some mint oil in your next bath. That should help considerably."

"Thank you Princess." said Twilight with a yawn. "I think I'll go do that now." With that, she stood up and headed out the door.

"I think that's our cue for bed." said Shining Armor. "We've got a big day ahead of us." Bowing respectfully, Shining Armor and Princess Cadence followed Twilight out.

"It is getting late." said John, looking at his wristwatch. "But before I go, I have one question for you, Tia." he said, taking a swig of whiskey once he finished.

"Oh, John, you do not need my sisters permission to date Twilight." said Luna with a giggle. Her laughter swelled when she saw his reaction.

"What the hell?" he sputtered, wiping the rest of his whiskey off his dress-white shirt. "Where did you get that idea from?"

For a few moments, Luna didn't answer. She was still laughing uncontrollably. She managed to get a hold of herself and took a deep breath before answering. "You two spend so much time together, it's a surprise you don't already have something between you."

"And my sister is right, John." interjected Celestia with a smug grin. "You do not need my permission."

"She's just a good friend." retorted John angrily, causing Luna to giggle harder. "Besides, that's not what I wanted to ask anyways."

"My apologies." said Celestia. "Please, go on."

John smirked, it was time for him to go on the offensive. "What was with that piss-poor performance yesterday?"

Startled, Celestia's pupils dilated and her eyes darted back and forth. "Wha...whatever do you mean, John?" she sputtered.

"Don't play dumb with me, Princess." said John. "We both know you could've fried that Changeling chick without even blinking. Instead, you send Twilight out into an active war-zone where she could've easily been killed. What the hell, woman?"

Seeing an opening for a counter-attack, Celestia smirked as well. "You seem oddly unconcerned for the rest of your friends. What about Rainbow Dash? Or Rarity?"

"My concern for them was implied!" said John, defensively.

"Oh, something was implied." retorted Luna, earning a dark glare from John.

"Just... Just answer the question, Princess." he said.

Celestia sighed. She was expecting the Autobot to pick up on her act, but didn't expect him to confront her so soon about it. "Has Twilight told you about the day she got her cutie mark?"

"You mean when her magic went haywire and she turned her parents into potted plants? What does that have to do with anything?" he asked.

"Everything." replied Celestia. "The type of outburst she went through that day is called a 'Flare'. It's a rare event amongst ponykind." Princess Luna gasped at her sister's statement.

"I'm sorry, but can we get to the part where you tell me why this meant you couldn't just fry Ms Swiss-Cheese yesterday?" asked John.

"I'm getting to that." said Celestia, clearly annoyed at this point. "A Flare is actually the start of a process. A process that leads to the creation of an Alicorn."

Johns eyes widened in surprise. "So you're telling me that she'll become like you two?" he asked.

"Unless I missed my guess, it should happen any day now." said Celestia. "I believe her back is itching because her wings are starting to grow in."

"But her transformation should've been near instantaneous, sister!" said Luna.

"Oh, that's easy to explain." replied Celestia. "Before the transformation process could begin, I suppressed it." she said, receiving a knowing look from Luna.

"Why?" asked John.

"Because the instantaneous transformation of an Alicorn is... violent." said Celestia. "If I had let the process finish, half of Canterlot would be a flaming rubble."

John gave off a low whistle. "That is bad, but that still doesn't answer my first question."

"You're right, it doesn't." admitted Celestia. "You see, it all goes back to when Nightmare Moon returned from the Moon." she said. "I knew that the Elements would defeat her, but I didn't know how they would do so."

"What do you mean, Tia?" asked Luna.

"There were three possible outcomes." she began. "The first, and most likely, would be re-banishing Nightmare Moon. The second would be outright killing her." she said, earning a gasp from Luna. "The third, and least likely, would be purifying my sister." Celestia closed her eyes and began to tear up. "I got lucky. My sister was returned to me, though still slightly tainted from Nemesis Prime's influence."

John grimaced at the mention of the ancient Cybertronian. From his Prison under the mountains near Canterlot, it had been he that first corrupted Luna with Darkness and influenced her to let the Night last forever. He was finally destroyed at the Battle of Canterlot by the combined power of Ponies, Humans, and Autobots.

"But I always had a plan B." continued Celestia. Realization suddenly dawned on John.

"Twilight Sparkle." he said, receiving a nod from Celestia.

"I never intended to raise the Sun and Moon forever, John." she said. "If the elements failed to return Luna to me, I intended to pass the night sky on to my most faithful student." she looked towards her sister and smiled. "Thankfully, my fears were unfounded."

"Since then, I've been trying to give Twilight a lasting purpose in life." she continued. "Otherwise, she could easily have a serious existential crises." she said, chuckling. "I remember that happening to Cadence. It took decades for Trottingham to look the same again."

"I see." said John. "At least, I think I do. You want Twilight to know that she has a use as something besides a contingency plan?"

"That's the gist of it." replied Celestia.

Johns eyes narrowed. "I don't like it. It feels like you're using someone I care about."

"Ha!" interjected Luna. "You finally admit that you care about Twilight!"

"If it's any consolation, John, I don't like it either. I care about her as well."

John stared into Celestias eyes for a moment, then sighed. "I'll accept it." he said. He got up, and headed for the balcony. Once outside, he breathed deep of the cool night air. "Thank you for answering my question." he said, ready to jump off.

"Before you go, John, I have a request for you." said Celestia.

"What is it?" he asked

"Help her." replied Celestia. "Twilight will one day realize what it means to be immortal. I need someone that understands what that means as well to be by her side when she does."

"Why not you, Princess?" he asked.

Princess Celestia giggled at his question. "Oh John, I doubt she will ever get over me being her teacher. I need someone to be there for her as a friend."

"And maybe something more." giggled Luna.

John shot her a dark look, which softened quickly. "I'll let that one slide, Princess." he said as he turned Celestia. "And I won't let you down there, Tia."

"Thank you." she said as he jumped off the balcony. Celestia watched him transform into a miniaturized version of a Human fighter jet, and fly off south, towards the new U.S. airbase. She was soon joined by Luna.

"Luna, you are terrible." said Celestia.

"You have to admit, they would make a cute couple." replied Luna with a giggle.

"But think of what the children would look like!" retorted Celestia, barely containing her own laughter. it took both sisters a few minutes to regain their composure. Celestia sighed. "Do you really think they'll get together?" she asked.

"Of course." Luna replied.

Celestia then smiled mischievously. "The usual wager?" she asked, spitting on her hoof and extending it to her sister.

Luna smiled as well, and mimicked her sister. "Deal!" with that, the two Royal sisters sealed their bet.

Chapter 3: The Golden Disc

Chapter 3: The Golden Disc

Chapter 3

The Golden Disc

The next day dawned grey and dreary. One look at the weather report showed rain scheduled for all points north of Ponyville. This included Canterlot Airbase, headquarters of the United States Military and Autobot presence on Equestria. Located an hour's train ride north of Ponyville, it only caught the edge of the Pegasus-generated storm.

Lieutenant Commander John Kelley only took note of this because of the damp Alicorn sitting on the other side of his desk, busy reviewing a few last-minute Customs forms. Due to the unique nature of Equestria and its inhabitants, there were a few restrictions placed on tourists, specifically Unicorns and Pegasi.

"Let me get this straight..." said Cadence, staring intently at the paperwork. "Neither Shining Armor nor Myself can use magic in public other than telekinesis unless either of us are personally threatened?"

"Correct." replied John. It was a knee-jerk reaction by the governments on Earth. They saw Unicorn magic as a potential weapon. Everyone knew it was unfair, but nobody had come up with a better solution yet.

"And I'm not allowed to fly more than three hundred meters off the ground?" she asked.

"Correct, but that's voluntary." That was more for a Pegasus' (or in this case, an Alicorn's) safety. "Fly any higher, though, and you have no right to complain if you get hit by an airliner."

Cadence actually laughed, though she knew John was deadly serious with his warning. "Well, my husband and I can live with these restrictions." she said, signing both forms.

"Speaking of, where is he?" asked John.

"I sent him ahead." she said. "I needed to talk to you in private. It's about you and Twilight."

John's eyes narrowed, he knew exactly where this was going. "Did Luna put you up to this?" he asked.

"No she didn't." replied Cadence. "I can tell you care deeply for her. It's my special talent, after all."

"I thought it was spreading love." retorted John.

"It is." replied Cadence with a disarming smile. "But it only works if there is already a connection between ponies or people. I've learned to spot the signs."

John sighed, giving in to her logic. "I do care for her, yes, but not in the way you're implying. She's like a sister to me."

"Is that all?" she asked.

"Yes, that's all." said John, who then began to chuckle. "God, not even married for a day, and you're already getting pushy. Save it for your husband."

Cadence, for her part, couldn't help but laugh along with him. It took them several minutes to calm down. "Alright John, let's leave it at that for now." Cadence finally said. "So, anything my husband and I need to know about our itinerary?"

Gyvon finally got his own laughter under control as well. "You'll be arriving at RAF Brize Norton. Normally you'd have to take a shuttle bus to the city, but I've arranged for a chopper to fly you to Heathrow. From there, a limo will take you to your hotel. After that, you're on your own."

"Thank you." said Cadence, smiling sweetly now. "I'm sorry for putting you on the spot earlier."

John just waved the apology off. "No worries. Just have fun on your honeymoon. Oh, and please send in Sandy on your way out."

With that, Cadence bid John farewell and left to join her husband. A minute later, John's secretary, an orange-coated yellow-maned Unicorn mare walked in. "Alright Sandy, anything interesting on the schedule today?"

Sandy Shores cleared her throat before speaking. "There's a staff meeting in an hour. Probably about the Changelings."

John grumbled, already imagining the new security headaches that particular species was going to but the base through.

"Later this afternoon..." continued Sandy, "you have an interview with CNN. Other than that, it's Sierra squared Delta squared."

John hit his head on his desk with a groan. Same shit different day.

The mood in the train car carrying the Element bearers back to Ponyville was upbeat despite the lousy weather. The only exception being Twilight Sparkle, having barely slept a wink due to her itchy back. She was staring out the window, sighing to herself.

"Ya alright there, Twi?" asked Applejack.

"I'm fine." replied Twilight, reaching up with a hind leg to scratch her back. "Just didn't sleep so well last night. This itchy back is killing me."

"Maybe it's your lucky day!" piped in Pinkie Pie.

"That's only for you, Pinkie." stated Rainbow Dash.

With a yawn, Twilight got up from her seat and headed for the cabin door. "I'm going to find some coffee."

A few cars down, Twilight was sipping her second cup of coffee, staring out the window as the train passed Canterlot Airbase, feeling a little better with some caffeine in her system. She was still a little out of it, and was startled when she felt a hoof on her shoulder. She turned to see Rarity looking at her with a concerned expression on her face.

"Twilight, I think we need to talk. I'm worried about you." she said.

"What is there to be worried about?" asked Twilight.

"It's... about you and John." replied Rarity.

Twilight groaned. "Rarity, I'm not in the mood for this." she said. "I've already had this talk with Cadence before she and Shining Armor left for their honeymoon."

"Well, I'm sorry Twilight, but it needs to be said." stated Rarity. "I can tell you have feelings for him. The others might not see it, but I do."

"That's pretty much what Cadence told me this morning." Twilight growled.

"And you should listen to her, Twilight." said Rarity. "Your sister knows what she's talking about."

Twilight sighed, and turned her attention back towards the window. She barely even acknowledged the terrain outside the speeding train as she tried to make sense of her feelings. Rarity, thankfully, was willing to leave her alone with her thoughts for now. After several minutes of silence, she finally spoke. "You're right, Rarity. I do care for him." she said. "But ... I don't know how he feels about me, and I'm scared of finding out."

"I don't think you have to worry about that, Twilight." said Rarity. "Remember when we attempted to use the Elements on Nemesis Prime two months ago?" she asked, receiving a nod in reply. "I distinctly remember him yelling for you to get to safety before throwing himself in between us and that monster. I know that the safety of the rest of us was implied, but he specifically called for you to run.

"I think you're reading too much into that." replied Twilight deadpan.

"That may be the case..." said Rarity, "but he does spend most of his time with you, and not the rest of us girls."

Twilight had to give that point to Rarity. It seemed that every time John had a free moment he spent it with her. Twilight kept telling herself that it was because she was the first pony he had met when he arrived in Equestria, that it was only because they were friends. She didn't even realize that she had yet again lapsed into a long silence.

"I... I just don't know." she said.

"It's alright Twilight." said Rarity. "Nopony ever said this was an easy subject. However, if you ever need to talk, my door is always open to you."

However, Twilight had a few other things on her mind right now, chief among them the fact that Ponyville was in sight. All she wanted to do was to go home and take a nap, itchy back or no.

It was sunny over Sweet Apple Acres, and the Cutie Mark Crusaders planned to make the most of the pleasant weather. They were in the north orchard near their treehouse, digging holes anywhere they could in an attempt to earn a "Treasure Hunting" cutie mark with little to show for it but dust-covered coats. Sweetie Belle and Applebloom had long since given up in this latest endeavour, but Scootaloo would not be denied, and continued to dig.

"C'mon Scootaloo." said Sweetie Belle. "I don't think we're meant to have a treasure hunting cutie mark."

"Yeah, Scoots." Applebloom interjected. "Besides, Big Macintosh is gonna tan mah hide when he sees all these holes in the orchard."

"No!" exclaimed the orange Pegasus around the shovel handle in her mouth. "I can't give up now! I'm so close to finding something "

Scootaloo picked up the pace of her digging, despite the protests of her friends. This continued for several minutes, until even Scootaloo was starting to lose hope, when suddenly, *clank*, her shovel connected with something metallic.

"Girls." said Scootaloo softly. "I think I found something."

"What is it?" asked Applebloom.

"Is it a treasure chest?" continued Sweetie Belle.

"Hold on. Let me dig it out." said Scootaloo, now carefully excavating the object. It was round, roughly the size of a cart wheel. The object was made of a gold-colored metal, though it was far lighter than if it were made of actual gold, and Scootaloo could lift it out of the hole with ease. Now that it was fully revealed, the crusaders could see that on one side of the object were strange markings, unrecognisable save for one that looked like a human standing next to a tree.

"What is it?" the three fillies asked in unison, completely forgetting about their search for a cutie mark.

"We should go ask Twilight Sparkle." said Sweetie Belle. "She might know what this thing is."

"Is she back from Canterlot yet?" asked Applebloom. Before they could continue their discussion, the Crusaders are interrupted by the sudden appearance of Applejack, who stared slack-jawed at all the freshly dug holes.

"What in tarnation!" she exclaimed, glaring at Applebloom and her friends. "What's the meaning of this? Applebloom, yah had better have a good explanation!" Before the Crusaders could respond, Applejack spotted what they had uncovered.

"We were trying to get our 'Treasure Hunting' cutie marks when we found this disc." said Scootaloo. "We were just about to go see Twilight to see what it was. Is she home?"

Applejack's eyes narrowed as she took in what Scootaloo said, but she finally nodded. "She should be. Alright girls, y'all take this here disc to Twilight. When you get done, y'all'd better come straight back and fill in these holes before Big Macintosh finds 'em."

Twilight had only just laid down for a nap when she heard knocking at the library door. Normally, the door was opened for any and all to come and enjoy a good book, but Twilight Sparkle was far too tired, and had chosen to keep the door locked for the day. She hoped that whoever was at the door would go away and rolled over in her bed, hoping to catch at least a few hours sleep. However, it was not to be, as whoever was at the door knocked again, jolting Twilight out of bed.

Cursing under her breath, Twilight headed downstairs and towards the front door. She paused before opening it, trying to calm down, only to be interrupted by even more knocking. Even more irritated, Twilight slammed the door open and glared angrily at the three fillies she found on her doorstep.

"What." she growled.

"We...we're sorry to bother you miss Twilight." said Sweetie Belle. "But we were digging over by our treehouse and found this strange golden disc." As she finished, Scootaloo held up the disc for Twilight to see. When she saw it, Twilight's eyes widened, and she completely forgot how tired she was.

"Do yah know what it is?" asked Applebloom.

"No girls, I'm afraid I don't." said Twilight. "Would you mind if I studied it?"

Scootaloo started to object, but was cut off by Sweetie Belle. "Of course not, Twilight. Now, if you'll excuse us, we've gotta go fill in some holes." With that, the Crusaders headed off in the direction of Sweet Apple Acres, leaving the disc on Twilight's welcome mat. She picked it up telekineticaly and carried it downstairs to her lab. Her nap could wait.

"Note to self: buy GM stock." muttered John as he sat at his desk, reading various documents. The latest one was a news article saying that General Motors had patented a conversion kit that would allow ponies to actually drive a car, and were planning to license its use to other car companies, including Ford, Chrysler, Toyota, and Mercedes. This was good news for American tourism, as most of the country was practically inaccessible to Non-Pegasi due to a lack of public transit.

He put the article aside and picked up an intelligence report. He could tell immediately from the header that it was from Dinobot, and that it was nearly a week old. The former Predacon had somehow contacted at least one dissenter among the Predacon ranks and was milking his contact for information. The latest intel stated that there was another attempt on the life of Megatron, the leader of the Predacons.

Unfortunately, that was the only information in Dinobot's report, and it frustrated John to no end. While nobody had seen hide nor hair of Galvatron since the Battle of Canterlot, the location of the Predacon base was common knowledge, and there was no way of doing anything about them. One of Dinobot's earlier reports put their numbers around ten thousand, and the tunnel system they occupied had the approximate square-mileage of Guam. It would be suicide to try and oust that many enemies from a dug in position As such, both the U.S. and Equestrian Armies were forced to let the Predacons rot.

John crumpled up the report and tossed it in the nearest trash can. The rest of his papers were inane drivel that he had no need to peruse. He'd read the same information dozens of times. He was brought out of his stupor when his intercom buzzed.

"Colonol Golovko's here to see you, sir." said Sandy.

"Send him in." said John, clearing off his desk. When the door opened, a mountain of a man stepped into the office. At nearly seven feet tall, Colonel Vasily Antoniovich Golovko, Commander of Canterlot Airbase, towered over most men. Loud, brash, gregarious, fond of vodka, the man was stereotypically Russian with only his Midwestern accent giving away his origins. Born in Indianapolis, the son of a defecting KGB agent had never set foot in the Rodina.

"So John, anything interesting today?" asked Vasily as he took a seat across the desk. One thing John loved about the man was the fact that he did not care for formalities, not in private at lest.

"Absolutely nothing." he replied. "Why did you insist on giving me an office? You don't need me here. Sandy could do my job."

"I felt like you could use something to do besides loiter around the hanger with the other Autobots." said Vasily. "But you are right. We really don't need you here."

John threw on his best hurt expression. "Are you firing me, boss?"

Vasily let out a full-belly laugh. "Of course not. I'm telling you to take a vacation. A long one. In fact, I'm making it an order."

John began laughing as well. "God, taking orders from an Army puke. The boys at Annapolis would never let me live this down." he said with a grin. "Ah hell, Silverbolt can look after the shop for a while. I needed an excuse to take a few days off anyways."

"Oh? Why's that?" asked Vasily. His eyes widened in surprise when John relayed the conversation he had with Princess Celestia. "Are you sure it'll happen soon?"

"That's what it sounded like."

"Well, it'll definitely give you a chance to get to know her a little better." said Vasily with a wink.

John face-palmed at what the Colonel was suggesting. "Oh god, not you too! Why is everyone trying to play matchmaker?"

"Princess Luna may have put me up to it." he admitted. "Besides, you have to admit that the two of you would make a cute couple."

"Seriously?" John groaned. "You don't think it's a little weird?"

"No stranger than the dragon pup with a crush on Miss Rarity." replied Vasily, running a hand through his greying hair.

It was almost 10:00pm when exhaustion finally caught up with Twilight. Her attempts to study the strange disc had proven fruitless. The only thing she could determine was that it was not made of gold, nor any material she recognized. Her attempts at translating the glyphs were equally useless, as they matched no Earth or Equis language. Not even her limited references of Cybertronian languages turned up anything useful.

Eventually, Twilight had decided that the golden disc could wait until morning. She needed to sleep, and her bed was calling.

Twilight found herself on a vast, windswept plain. She recognized the location. It was where she, her friends, and John met Primus after using the Elements in the Battle of Canterlot. However, something felt off to her. When she stood before Primus, there was a sense of peace. Here though, dread filled her very being. She heard pounding footsteps behind her, and turned to see...

It was not Primus. The silhouette of the humanoid being was massive, towering over her far more than Primus had. From its head extended large, curved horns, while skeletal wings flared out from its back. The only feature Twilight could make out were a large mace clutched in its right hand, and its blood-red eyes, staring down at her, seemingly into her very soul.

"Shabba duul." The monster's voice rang out, sending shivers through Twilight's very core. Before Twilight could respond, the monster raised its mace, preparing to smash Twilight.

"Iim ba kuum." The beast swung it's mace...

...and Twilight Sparkle woke up, shivering in terror.

Chapter 4: Wings

Chapter 4

Wings

The next morning found John headed for the Autobot hangar. Humanity still had no idea how to properly house their Cybertronian allies, but they never complained about lackluster accommodation. John suspected that most of them were far to polite to even suggest anything.

However, John wasn't here to see an Autobot, rather a normal human, the chief technician on duty specifically. He soon found the man, a middle-aged balding Master Sergeant who was working next to a parked F-35. The Sergeant stopped fiddling with his tool chest when he saw John approaching and snapped to attention.

"What can I do for you, Prime?" he asked. Unlike the rest of the soldiers, the techs referred to him by his Autobot title.

"At ease." replied John, setting a duffel bag down. "Wing's a little stiff this morning. Mind taking a look?"

"Sure thing, boss." replied the tech. With that, John transformed into his combat mode. His skin folded in upon itself to be replaced by grey armor with red highlights. Long, wire-like hair extended from his scalp. His feet contorted into fire-red hooves, each one doubling as a thruster. From his upper back sprouted six thin, blade-like wings. They flared out as they grew, but folded down when the transformation was finished, though one was more sluggish than the rest.

"I never get tired of seeing that." muttered the tech. "Alright, bottom-left?"

"Bottom-left." replied John.

For the most part, Autobots and other Cybertronians had the ability to self repair. Even missing limbs could be re-attached within moments, so long as said limb was intact. Grievous wounds required a lot of time to be repaired, so the Autobots enlisted the human technicians to aid in their recovery, mainly patching the larger holes they acquired. However, every now and then, a minor ache would crop up that the auto-repair subroutines would just ignore.

The tech inspected the wing's joint, and clicked his tongue. "Bah, nothing major. Just needs a little grease. Wait one moment." The tech walked over to a nearby shelf table, opened a drawer, retrieved a tube of grease and made his way back.

"So..." began the Tech, applying some grease to John's wing joint, "word on the street says you're on vacation."

"Yup. Colonel's orders." replied John. When the tech had finished, he flexed the treated wing. "Feels much better, doc." He proceeded to flare his wings outwards and folded them several times, giving them a good shake down

"Glad to help." replied the Tech. "Want me to sharpen those while I'm here?" The soldiers on base had nicknamed John's wings "Shoulder Blades" for a reason. They could easily cut through an inch of ceramic armor. Combined with his arm-blades, John could slice any foolish enemy to ribbons.

"Nah, I'm good."

"Suit yourself." said the Tech. "Going anywhere special?"

"Not really." said John. "Just down to Ponyville. Maybe pop over to Manehattan for a bit. Silverbolt's in charge while I'm gone. If he gives you trouble, call me." He reached up and pounded twice on the F-35. "Same goes for you, 'Bolt." The Aerialbot flapped it's ailerons in acknowledgement. He didn't talk much. "Well, I got a train to catch."

"Not flying, boss?" asked the Tech.

John transformed back to his human mode and shrugged. "Wanna keep things discreet."

Twilight took deep breaths as she woke from her nightmare, clutching her blanket close. She scanned the room in a panic, eventually resting her eyes on the golden disc in the corner of the room. Did that thing cause my nightmare? she mused, but quickly shook that notion out of her head. She barely even remembered the details. She looked around the room again, and noticed that Spike's bed was empty.

"Spike!" she called out. "Are you downstairs?"

"Yeah, Twilight." came Spike's shouted reply. "Just cleaning up the mess you made last night. You left books everywhere."

Twilight chuckled to herself. Her trademark all-nighters were known to leave a big mess. She then looked at the clock next to her bed, and saw that it was half past ten. "Wow, I really slept in today." she muttered as she crawled out of bed and headed for the upstairs bathroom.

After availing herself to the facilities, Twilight found her brush in it's usual place, and began her daily ritual. She was not as fastidious with her appearances as Rarity, but she did like to keep her mane under control, and a daily brushing was exactly what she needed. Today, however, her mane was giving her trouble, indicating she had been tossing and turning in the night.

She took a closer look at herself in the mirror and sighed. "That must have been a bad dream. Even my wings are ruffled."

It took her a few seconds before realizing what she said.

"Wait... my WHAT!?"

As John hopped off the train, he couldn't help but admire the scenery. Due to it's proximity to Canterlot Airbase, Ponyville has become a destination for off-duty servicemen, second only to the Canterlot nightlife. As such, it has become a bit of a boom town. Ponyville still had its classic, old-world charm, but several businesses catering to Humans had cropped up. Theatres, boutiques, even restaurants; though with the exception of a seafood joint run by an enterprising Griffon, none of them served meat.

He didn't have time to take in the sights fully, as his cell phone began ringing. Caller ID told him that it was Twilight calling. He answered the call and was immediately bombarded by a shouting dragon.

"Spike! You don't have to yell into the phone! What's the problem?" he asked.

"Sorry, but Twilight's freaking out about something and locked herself into her room. I sent a letter to the Princess, but I figured I should call you too."

No sooner than Spike finished his statement, John's phone began buzzing. No doubt it's the Princess. "I'll be there soon." he told Spike before switching to the other line. "Yes, I know, Tia. Spike just called me."

"How soon can you get to her?" she asked.

"I'm at the train station now, actually." he said. "Either you or Luna gonna show up?"

"I'm too busy at the moment to go myself, and Luna is asleep." she replied. "I'll try to make it later, though it'll be covertly. Don't want everypony making a big deal out of it."

"Want me to keep Twilight's 'condition' quiet?"

"No." Celestia replied curtly. "It will have have to come out eventually, might as well get it over with. Although,
don't tell her how we know about it. Not yet at least. Act surprised."

"Roger that." John said. "See you later." With that, he hung up and made for the Library. He set a quick pace, but not too quick. He knew that some of the servicemen in town would assume the worst if they saw him running full steam. It only took a few minutes to reach the Library, and when he entered he saw Spike pounding on Twilight's bedroom door.

"I heard something heavy scraping across the floor." Spike said once he noticed John. "I think she's barricaded the door."

"Oh for the love of..." muttered John as he climbed the stairs. When he reached the top, John started pounding on the door along with Spike. "Open the door, Twilight."

"NO!" came the shouted reply.

"Please let me in, Twilight." said John.

"NO!"

John sighed. Why does she have to be so stubborn? "Let me rephrase that, Twilight." said John as his right arm transformed into a fusion cannon. "I'm coming in. Wether you have a door or not afterwards is entirely up to you." He charged the double-barrelled weapon, hoping the sound would reach Twilight.

A minute later, John heard something heavy being dragged away from the door and an audible click from the lock. "Thank you." said John as he opened the door and ducked into the room...

...Only to get hit in the face by a thrown book. Groaning in annoyance, John surveyed Twilight's bedroom. It was a complete mess. Books were laying everywhere. Some were even airborne as Twilight flung them around haphazardly. She was clinging to a ladder, examining book after book before flinging them away.

"What are you doing, Twilight?" asked John.

"Research." she replied, not even bothering turning to face John. "That's why I blocked the door. I didn't want to be disturbed. Do you have any idea how little information there is on Alicorns?"

"Noooo..." said John with a sheepish grin. "Why the sudden interest? New research project?"

Twilight stopped what she was doing, turned, and glared angrily at John. Even though he knew exactly why Twilight wanted to research Alicorns, she still surprised him when she jumped off the ladder, flared her wings, and glided down to land in front of him.

"Wow." he breathed.

"Yea, wow." sighed Twilight. An awkward silence filled the room as the two stared at each other, one in amazement, the other in annoyance. Finally, Spike managed to break the silence.

"So... does this make you a Princess?"

"Oh heavens no." Twilight snorted. "That's the one piece of solid information I've found. I have to be related to Princess Celestia."

"Spike, please go downstairs for a minute. I'd like to talk to her alone." said John. After Spike gave a quick salute and left the room, Twilight and John resumed their staring match. It continued another minute until John spoke up. "So, you weren't hiding up here?"

Twilight sighed and looked away. "Actually, I kinda was." she admitted. "I don't know how THIS..." she gestured to her wings, "happened, or how my friends will react."

John barked out a laugh. "Seriously? That's all?" he asked, earning a confused look from Twilight. "Let's not worry about how it happened right now. We'll figure it out later." He wanted to tell her what Celestia told him, but he planned to follow whatever the Princess was planning. "As for your friends, why are you so worried? Fluttershy will say that your wings are 'very nice', Rainbow Dash will want to see how fast you are, Pinkie's gonna throw a 'Twilight has grown wings' party, and Rarity will have several new designs for a dress within five minutes of seeing you."

"What about Applejack?" asked Twilight.

"She'll be suspicious about how you suddenly grew wings, but she'll be behind you one hundred percent. I guarantee it." he replied.

"I guess you're right. I'm just a little stressed out right now." she said.

John smiled. 'Well, luckily for you, I know a sure-fire cure for stress."

"Oh?" asked Twilight.

"Yeah, junk food, and lots of it." he replied, causing Twilight to giggle. "Let's go grab some lunch. I'm buying."

"Alright." she said, turning towards a wardrobe. "Just let me slip something on over these wings and..." Before she could take a step, however, she felt John grab her tail and she let out a yelp.

"Oh no you don't!" he said as he dragged Twilight out of the room. "Everyone's gonna find out sooner or later. Might as well make it sooner."

Twilight sighed as John pulled her down the stairs, she couldn't argue with that logic. "What would I do without you?"

"Have a repeat of the 'Smarty Pants' incident, most likely." replied John with a smirk, to which Twilight buried her face in her hooves.

"Nopony's gonna let me live that down, are they?" she muttered.

"Nope." replied John. "Personally though, I wish I was there. It sounded like a laugh riot."

"Keyword being 'riot'." she grumbled. She asked Spike to stay behind to clean up her mess, promising she would bring him a ruby to silence his complaints. As Twilight stepped out the front door, she paused, and made sure her wings were folded tightly against her body. She looked around nervously, seeing how the townsponies would react. Surprisingly, nopony seemed to pay her any mind, though one human did a quick double-take. She cautiously took a few more steps and, seeing that nopony was staring, began to walk more confidently towards the town center with John close behind.

The pair barely made it to the end of the street when John got tackled from behind. Face down in the road, four hooves planted firmly on his back, John didn't even need to guess who it was. "Rainbow Dash!"

"Heya, big guy!" she said excitedly. "What's this I hear about you being on vacation?"

"Exactly that, the Colonel ordered me to take a break." he said. "Now, could you please get off me? The road doesn't taste very pleasant."

Chuckling, Rainbow Dash climbed off John's back and allowed him to stand. He was used to Dash's traditional welcome by now, but still found it a little annoying. Still, John couldn't help but smile. He managed to make it to the Library before she pounced.

"So, anything new with you, Dash?" he asked.

"Nah, not really." she replied. "What about you?"

"Just dealing with one of Twilight's freak-outs." he said, causing Rainbow Dash to burst out in laughter.

"Oh yeah, those are always fun." she said. "What's she going crazy over this..." before Rainbow Dash could finish her question, she caught sight of Twilight's new wings. Her eyes suddenly grew wider than John had ever seen them, almost as wide as Pinkie Pie's when she's excited.

"Oh... my... GOSH!" Rainbow Dash yelled, followed by tackling Twilight in a bear hug. "That is so awesome!"

"Rainbow Dash! Get off me!" exclaimed Twilight as she pried herself way from the excited mare, while her wings flared in agitation.. "You're gonna blow my cover!"

"Too late now." said John. Sure enough, Rainbow Dash's antics had drawn a crowd; both Pony and Human; most of whom gawked at Twilight's new appendages. Twilight tried in vain to appear smaller than she was, an endeavour not helped by her wings. Finally, John whistled loudly and gained everyone's attention. "Alright, show's over people. Move along, nothing to see here." Begrudgingly, and much to Twilight and John's relief, the crowd did disperse, though a few stragglers remained. "Well, that could've gone better."

"Could've been a lot worse, too." Twilight retorted as she turned to face the over-excited cyan Pegasus. "Thanks for that."

"He he, sorry." Dash apologized. "So, do you know how to fly yet?"

"No, not yet." replied Twilight. "Although, I can glide fairly well."

"Pfft. Gliding's not flying." said Rainbow. "That's more like... falling with style. Why don't you let me teach you? It'll be awesome!"

Twilight cocked an eyebrow up. "I don't know, Rainbow Dash. I mean, you're a good flier, but that doesn't mean you can teach."

"I'll have you know I've been giving Scootaloo weekly lessons." replied Dash.

"I'm still not convinced with your résumé" John interjected, only to have Rainbow Dash fly up in his face and glare at him.

"The only reason Scoots can't fly is because her wings are under-developed. Give her another year, and she'll be soarin!"

"Woah, calm down, Dash!" said John, raising his hands defensively.

"Yeah, Rainbow." interjected Twilight. "I'd love it if you taught me how to fly."

"Really?" she asked, grinning ear to year.

"Yes, really." replied Twilight, only to be interrupted by her stomach growling. "Let's do it after lunch, though."

Chapter 5: Lessons

Chapter 5

Lessons

After a filling lunch and a stop by the gem store to snag a few rubies for Spike, the trio headed to the fields on the north side of Ponyville. Barring the occasional tree, the terrain was relatively clear and, after a call to the Canterlot Airbase control tower for confirmation, had guaranteed uncrowded skies. All in all, it was a perfect place to teach an Alicorn to fly.

"Alright, Twilight, listen up." said Dash as she started the lesson. "The first lesson of the day is attitude."

"... Attitude?" asked Twilight skeptically.

"Yup, attitude." Dash confirmed. "A Pegasus has to WANT to fly in order to do so. Remember how Fluttershy's wings locked up when we went to evict that dragon that one time?" she asked, receiving a nod from Twilight. "It's the same thing. Fluttershy was so terrified of facing the dragon that she didn't want to fly, knowing that flying would mean she'd be at its lair sooner."

"I see..." said Twilight, still not convinced.

Rainbow Dash just shook her head at her friends scepticism. "Alright then, I got one question for you, Twilight." she said, pressing her face into Twilights. "Do you want to fly?"

"Y-yes." replied Twilight hesitantly, staring at her friends magenta eyes.

"Good. Keep that thought in your head." said Rainbow Dash. "Now, I'm gonna teach you the same way most Pegasus parents teach their foals. I'm gonna need John's help with this, though." She looked over at John and winked, receiving a nod in return. He had an idea as to what she was gonna do. Before Twilight could ask a question, Rainbow Dash swooped down, grabbed Twilight just ahead of her wing joints, and took off.

"Rainbow Dash, what are you doing?" asked Twilight, fear showing in her voice.

"Teaching!" replied Dash, levelling out at one thousand feet. "First lesson, do what comes naturally." With that, Rainbow Dash let go, and Twilight plummeted.

After letting out a quick scream, Twilight's instincts took over and her wings began to flap. Her fall slowed, but wasn't stopped. At two hundred feet, she closed her eyes and braced for impact, but felt her fall stopped as strong arms wrapped around her midsection. She looked up to see that John had transformed into his robot form and managed to catch her before she pancaked on the fields below.

"Hey." he said.

"H-hey." she responded sheepishly, trying to top herself from blushing. A few seconds later, John landed next to Rainbow Dash and set Twilight down.

"Alright, Twi, that was a good first lesson." said Dash, earning an enraged glare from Twilight. John could almost see smoke curling from her mane and tail, and her coat was practically glowing.

"Good? GOOD!? I could've been killed!" she exclaimed.

"But you weren't, and that's what counts." replied Dash. "Heck, you even managed to slow down. If you had kept flapping your wings you probably would've landed safely."

"And you say that this is how Pegasi teach their foals?" asked Twilight

"Not exactly. Most Pegasi push their foals off a cloud instead of dropping them, but I had to improvise." replied Dash. "I had to see if you had the right instincts, and it looks like you do. Now, all we need to do is improve your technique. Let's start lesson two." When she finished her statement, Rainbow Dash once again grabbed Twilight and took off. "This time I promise not to drop you."

"What're you trying to teach me this time?" asked Twilight.

"Listening to your senses." replied Dash as she slowly cruised around the sky with Twilight underneath her. "Spread your wings and close your eyes. Tell me what you feel."

Breathing a sigh, Twilight shut her eyes and flared her wings. She let out a gasp when she realized just how sensitive her new appendages were. She had been too terrified the first time to notice, but now Twilight could practically feel every particle of air as she was carried along by Rainbow Dash. She noticed that there was a slight crosswind coming from her right, which became a headwind as Rainbow Dash turned. Twilight couldn't tell their exact speed, but knew that Dash was flying at a leisurely clip. When Twilight relayed all this information to Dash, the cyan Pegasus grinned from ear to ear.

"Not bad. With practice, you'll get better at listening to your senses, though." she said. "For example, I can tell we're flying at thirty knots with a five knot headwind, relative humidity is around thirty percent, and there's a lot of jet exhaust up here."

"Wait, you can feel jet exhaust?" asked Twilight, eyeing Rainbow Dash skeptically.

"No, I can smell it." replied Dash. "Okay, Twilight, for this next lesson, I'm gonna have to drop you again."

"D-drop me?! AGAIN?!"

"Yes Twilight. Now, don't panic." said Dash. "You are completely safe. John or I WILL catch you if anything bad happens."

Twilight took a few calming breaths before nodding. "What do you want me to do?"

"You already know how to glide. That's what I need you to do." replied Dash. "Only this time, try flapping your wings at the same time. If you have trouble, just listen to your instincts. We already know they're good. You ready?"

After a few more deep breaths, Twilight nodded again. Despite what Dash had said, Twilight wasn't dropped, but rather tossed . She sailed forwards out of Rainbow Dash's grip and was soon gliding, fighting back the urge to scream the whole time. Eventually, however, she gave her new wings a tentative flap, and actually gained a few inches of altitude. Now fighting off giddiness, Twilight's wings flapped with more conviction and she soared ever higher into the air. No longer able to contain her excitement, Twilight began laughing.

"You're doin' great, Twi!" yelled Rainbow Dash. "Now, let's try for a landing!"

Quickly getting her laughter under control, Twilight, once again letting her instincts take over, reshaped her wings into a delta pattern and began her descent. Swooping down like a bird of prey after a mouse, she was soon flying only a few feet above the ground. Twilight flared her wings and came to a smooth landing in front of where John was standing.

"Wow, Twilight. You're a natural." said John with a warm smile on his face.

"I'll say." said Rainbow Dash as she came in for her own landing. "Are you sure this is the first time you've flown?"

"Heh, it was mostly instinct." replied Twilight modestly. "So, what do we do now? What's the next lesson?"

Rainbow Dash scratched her head, contemplating Twilight's question. "I dunno." she finally said. "I mean, you've already got the basics down. Everything else is just practice." Suddenly, a lightbulb went off in Rainbow's head, and she grinned ear to ear. "I know! Lesson four: Having fun!"

"...Having fun?"

"Yup!" replied Rainbow Dash. "Let's just get up there and fly around. It'll be good practice. Now, c'mon!" With that, Rainbow Dash took off, followed by a giddy Twilight. John couldn't help but chuckle at the two of them, and was about to join them when a rock hit him in the side. He turned to see who threw it, only to find a Pegasus mare sitting under a nearby tree and beckoning him over. Her coat was off-white with a pink man and tail, and her cutie-mark was of a sun partially obscured by a cloud. He slowly approached the Pegasus and cocked an eyebrow.

"Do I know you?" he asked. In response, the Pegasus giggled. It was a giggle he had heard dozens, if not hundreds of times. John would recognize it anywhere. "Tia?"

"Shh. Not so loud." she said. "I don't want anypony to know I'm here. They'll just make a big fuss."

"You do this often?" asked John.

"Not often enough." Celestia sighed. "It's nice just to get out of the Palace and away from the bickering nobles and just be myself every now and then. Problem is, my guards nearly panic every single time."

John just chuckled at that mental image as he transformed back into human mode and sat down next to the disguised Princess. For her part, Princess Celestia laughed along with him. After a minute, the two of them regained their composure.

"So, how's she taking it?" asked the Princess.

"Pretty well, actually." replied John. "She was worried about what her friends would think about her transformation, but I reassured her that they'd be supportive." He looked up into the sky where Rainbow Dash and Twilight were flying around and smiled. "A fact that's being proven even now."

Celestia just laughed quietly. "Yes, having friends always makes the transformation easier." she said, before sighing softly. "At least in my case, as well as Cadence's. I don't know how Luna managed."

"Wait, Luna?" asked John with a raised eyebrow.

"Oh yes." replied Celestia. "She was a very anti-social pony back in the day. It's probably what allowed the Darkness to corrupt her."

John barely suppressed a cringe at the mention of the Darkness. It was the corruptive influence that Nemesis Prime used to transform Princess Luna's into Nightmare Moon, When Nemesis' prison was breached and he was released, not even the Elements of Harmony were able to free Luna. It wasn't until Celestia forcefully severed the Darkness' connection to the Lunar monarch that she was ever truly freed from its influence.

"At least we don't have to worry about that nightmare anymore." said John. "So, are you gonna stick around for the surprise party Pinkie's undoubtedly planned by now?"

Celestia turned to look at John with a raised eyebrow. "What's the occasion?" she asked, only for John to point up at Twilight, who was performing a series of aileron rolls. "Oh. I see... wait, how do you know Pinkie Pie's throwing a... nevermind, it's Pinkie Pie. Forget I asked that. Well, I guess I could make it. Twilight will no doubt have questions for me. Might as well get them out of the way."

"Speaking of which, when are you going to tell her the truth?" asked John. "As I've said, I don't like the fact that we're lying to her, even if it is by omission."

"Neither do I. But I fear how she would react." she sighed with a deep frown.

John reached over and tussled Celestia's mane, wearing a large, goofy grin on his face. "You don't give her enough credit, 'Tia. Besides, it's not like the truth's a a terrible one."

"The fact that I had a plan to replace my sister with Twilight isn't a 'terrible' truth?"

"Meh, she'll get over it." replied John, still smiling. When he looked over to where the disguised Princess was sitting, he could tell from her deep frown and half-lidded eyes that she did not share his mirth.

"You're right, John." she replied. " I will tell her after the party tonight. I just hope she can forgive me."

"As far as I can tell, Princess, as long as you come clean there's nothing to forgive."

The Princess chose not to respond, save for a soft smile and a single tear as she turned to face the deep blue sky where Twilight and Rainbow Dash were too busy to notice. "Look at those two, just flying around without a care in the world. Oh, how I miss those days. Back before I had to be careful about how I act and what I say lest somepony thinks any less of me. I would give anything to be that young again."

"We all wish that, 'Tia." replied John as he lay down beside the disguised Alicorn.

"Oh please, you're only two or three years older than she is. Wait until you reach your first millenium."

The Autobot turned his head and shot Celestia a dirty look. "Thanks. I've been trying not to think about that."

"It's really not so bad." she said. "You just have to always look on the bright side."

John couldn't help but chuckle at the Sun Monarch's joke before letting off a sigh. "How do you do it, 'Tia? How do you not despair whenever a friend dies." he asked, looking over to see tears streaming from her eyes despite her soft smile.

"It's never easy losing someone you care about." she said. "It always hurts the first few years. Even now, I still cry whenever I am reminded of lost friends and lovers. I've even had this same conversation with Starswirl and Stormwing, two of my closest friends, both of whom I have lost before Nightmare Moon rose to challenge me the first time. I have fond memories of both of them, along with hundreds of other Ponies that I have let close over my long life. But it is those memories that keep me going." She turned and looked straight in the Autobot's eyes, still smiling and crying. "Cherish the moments you have with your friends, John, for it is always fleeting in the great cycle of time, and it is our lot to live on without them."

All throughout the Princess' story, John could feel tears welling up. He had never liked to be reminded that in only a few short years, his friends would no longer be around, while he would remain unchanged. It almost drove him insane after Galvatron turned John into what he is today. Not even Optimus could offer much in the way of guidance. But Celestia... Celestia had lived all her life amongst mortals. She knew how it felt to lose someone close to her. Not to the ravages of war and conflict, but rather old age and sickness, a concept that is entirely foreign to Cybertron.

"Well..." said John with a smile, "at least I'll have three close friends joining me into eternity."

"It's like I said, John." replied the Princess. "Always look on the bright side."

All in all, Twilight wasn't the only one in the area to learn an important lesson, albeit it would be a lesson that she would have to learn sometime soon.

Intermission

Meanwhile, at the Predacon Base

Deep within the mountain, located in the center of an ancient Diamond Dog city, lies a grand coliseum. Unused since the day the Predacons slaughtered the previous occupants of the once grand city, the monument showed signs of wear and scars from battle.

But now, light shined from within the arena. The ancient seats were full to capacity, as thousands of Predacons and Changelings came to see a grand spectacle. Down in the Arena pit, Queen Chrysalis stood at the entrance of a newly constructed obstacle course, surveying the route she would take. Just in front of her was a table with various handheld firearms lined up neatly on top. Next to her was Cara, newly promoted to Chrysalis' personal lieutenant.

"Are you sure this is wise, your highness?" asked Cara.

"Of course it is." replied Chrysalis, a wisp of a smile playing on her face. "How can I possibly ask my underlings to perform a task that I myself am unwilling to do? Besides, in all likelihood, I will be fighting Prime one on one. I must be sure of the abilities my new form shall have."

From above came the squeal of the PA system activating as Megatron began to speak from his private box. "Your grace, we are ready to begin."

Chrysalis nodded and disappeared in a flash of green light as she shape-shifted. When the flash dissipated, standing where Chrysalis had been was a pale metallic, bipedal creature. Chrysalis' new form was femininely shaped, with taloned feet and clawed hands. her metallic 'skin' was pale as moonlight, but her legs, waist, chest, and shoulders were covered by pitch-black armor, while her forearms had bladed vambraces. Atop her head was a black, three-pointed crown, while large diaphanous winds sprouted from her back. With the transformation complete, Chrysalis picked up a pair of handguns and two spare eight-round magazines from the table and approached the beginning of the course.

The PA system activated once again and a sharp blast from an air horn reverberated inside the arena, and Chrysalis took off at full speed. The first obstacle she encountered was a simple series of hurdles, which she deftly leapt over without being slowed down too much. Then she came to a wall, from which a turret popped out from a hidden panel and began firing at her. Thinking quickly, Chrysalis rolled under the stream of fire, brought her handguns up, and fired two shots at the wall-mounted device, both of which were dead on target and jammed the gun.

With the turret no longer a threat, she holstered her pistols and climbed the wall with little difficulty. on the other side was a long hallway littered with landmines which she would have to avoid. She opted to take the easy route, and clung to the left wall of the hallway and clambered down to the end where she would have to make a turn. As Chrysalis rounded the corner, she immediately jumped back, barely avoiding stepping on a mine, as another turret opened fire. She then hugged the wall, approached the turn, and blind-fired around the corner until her pistol clicked empty.

After a quick pause to reload, she once again stepped out from cover, to see that the turret had taken a total of five shots and was utterly destroyed. With a quick smile at her handiwork, Chrysalis made for the last obstacle. Another hallway greeted her, this one criss-crossed with laser tripwires that would activate either more turrets or explosives should she break a beam. After a minute to study the pattern, Chrysalis expertly ducked and weaved through the beams, only breaking one near the end, which activated a turret that was swiftly silenced by a single shot from her handguns.

As she crossed the finishing line, the crowed erupted in applause as the assembled Changelings and Predacons marvelled at their queen's achievement. Chrysalis waved and bowed to the crowd, drinking in their adoration. then turned to see that Megatron was waiting for her.

"Well done my dear!" he said, a hint of pride in his voice. "That was simply fantastic."

"Thank you, milord." she replied.

Before either could continue, a Changeling flew at full speed over the stands and landed next to Chrysalis and Megatron, dropping a pair of saddlebags in the process. "My Queen, Lord Megatron." he said, out of breath. "I have urgent news from Ponyville."

"Report." barked Megatron.

"It is about the Unicorn, Twilight Sparkle."

"Yes, what is it?" asked Chrysalis.

"She's... she's become an Alicorn!"

Chrysalis' green eyes widened. "Are you sure?" she asked.

"Yes, your highness." he replied. He then opened his saddlebags and pulled out a small, round disc out and set it on the ground. With a tap of his hoof, the Changeling activated the hologram emitter, and before the stunned eyes of Chrysalis and Megatron floated the image of Twilight Sparkle flying over the fields north of Ponyville. "This is live footage." he said. "Charger is currently observing her."

"Your work is to be commended." said Megatron, before turning to Chrysalis, who was pinching her brow. "This changes everything."

"No it does not." said Chrysalis. "Alicorns are powerful, yes, but it takes time for them to grow into their power. We have weeks, months even, before Twilight Sparkle could seriously jeopardize our mission." She looked back towards the hologram, and smiled wickedly. "Plenty of time."

Chapter 6: Other Voices

Chapter 6

Other Voices

Laughter rang out as two blurs, one prismatic and one violet, raced across the cerulean skies. Twilight had been flying with Rainbow Dash for most of the Afternoon and had been challenged to a quick race by the cyan Pegasus. Surprisingly, Twilight was able to turn much faster than her athletic friend, though Rainbow Dash could easily outstrip the Alicorn in a straight line. Their race finally came to an end with Rainbow Dash edging out Twilight by a couple body lengths, with only the numerous turns in their impromptu course allowing Twilight to keep up at all.

"Wow, Twi, you really are a natural." said Rainbow, hovering next to an airborne Twilight. "Are you sure this is the first time you've been flying?"

"For the last time, Rainbow, yes!" she replied, voicing a little more frustration than she intended. "There's only one spell that would allow me to fly, and I've never used the 'Butterfly' spell on myself."

"Could've fooled me." Rainbow replied, barely managing to suppress a grumble at the mention of that particular spell. She had long since forgiven Rarity for attempting to show her up at the 'Young Fliers Competition'. The fact that Rainbow had won the competition while saving her Unicorn friend from pancaking into the ground below Cloudsdale helped assuage her feelings, but it was still a sore spot for her.

Taking a moment to shake those ill thoughts from her head, Rainbow Dash looked around the sky for someone. "Where's John?" she asked. "I thought he'd like to be part of this race."

Twilight slapped herself. With as much fun as she had flying with Rainbow, she'd completely forgotten about him. She joined Rainbow in her search, and found John sitting under a tree next to a white, pink-maned Pegasus that she instantly recognized.

Eyes wide, Twilight let off a gasp that would make Pinkie Pie proud. She folded her wings and quickly dived, passing Rainbow Dash and causing her to spin like a top. After stopping her rotation, Rainbow Dash looked down to see where Twilight was heading.

"What's Twilight in such a rush for?" she asked nobody in particular before flying after the lavender mare.

"So anyways," said John, between bouts of laughter, "after spending all night at school, George and I finish rebuilding the damn car, and as we turn to leave the office, we see the Principal standing in the doorway, staring at us dumbstruck."

"Oh my." said Celestia, stifling her own giggles. "You two must have been in so much trouble."

"Oh, we were screwed, no doubt about it. Mr. Henderson regained his composure quickly enough, and yelled 'What do you two have to say for yourselves?' at the top of his lungs." he continued. "George, in his infinite wisdom, stood up straight as a board, looked around the room, and went 'This isn't where I parked'."

The Princess couldn't keep her composure any longer, and burst out laughing, imagining a teenage John and his friend caught with their hands in the figurative cookie jar. Her mirth was infectious, and John found himself laughing along with the Princess.

They continued laughing like hyenas until a flustered Twilight landed in front of the pair. Her wings flared and eyes widened as she gasped once more before speaking.

"Princess! What are you doing here?" she asked.

"That's the Princess?!" shouted Rainbow Dash, who landed right next to Twilight

"Wait, how do you know it's the Princess?" asked a surprised John.

"It's quite simple." replied Celestia. "Twilight has seen me in this disguise before. We would occasionally walk around Canterlot together like this. As for why I am here; Spike sent me a letter this morning and I came as soon as I could. I would have been here sooner, but I had an important conference call with President Eden."

"What did the President want?" asked John.

"He called it the 'Elysium Project'. I'd say more, but it's classified." said Celestia. "However, you should be fully briefed on the project soon enough. The President just wants to keep it a surprise. It's only in the early planning stage anyways."

Although still curious about the project, John was content to drop the subject. If National Command Authority wanted something classified, by god it was classified. "Anyways," he said, "we've been shooting the breeze for the past couple hours while you two were having fun. I even told her about the time I put my high school principal's Yugo in his office."

"Oh, that story's hilarious!" interjected Rainbow Dash. "I always wanted to meet your friend. What happened to him?"

"Last I checked, he's working with Richard Childress. You two would've gotten along just fine."

Twilight, a little miffed that she was cut out of the conversation, cleared her throat. "Princess, thank you for coming so quickly. I have so many questions! Where do I start?"

"Why don't we start by adjourning to somewhere more comfortable, my student." replied Celestia. "Your library, for instance."

Twilight's smile would've put Pinkie Pie to shame. "That's a great idea!" she said, and jetted off, leaving Rainbow Dash, the disguised Celestia, and John in a cloud of dust.

"She seems in good spirits." Celestia stated matter-of-factly. "Shall we follow?"

"Lead the way, Princess." replied John. As the Princess left, he turned to the cyan Pegasus. "You coming Rainbow?"

"Why would I" she asked, a puzzled expression on her face. "I don't need to be there while Twi 'interrogates' the Princess."

"What about the surprise party Pinkie undoubtedly has waiting for Twilight at the Library?"

It took a moment for that statement to register in Rainbow Dash's head, but she grinned and nodded her head when it did.

Rainbow Dash, Celestia, and John arrived at the library to find Twilight waiting outside the front door. "S-sorry I just left you back there." she said sheepishly, rubbing her forelegs together. "it's just... I'm so excited! I have so many questions. Like-"

"Any questions you have can wait until we get inside, Twilight." interrupted Celestia. "I'd rather nopony else figure out that I am anything but a normal Pegasus."

"Oh, of course." said Twilight. Without turning, she telekineticaly opened the door to the darkened library and backed inside, followed by Celestia and Rainbow. Before John entered, he turned down the sensitivity of his audio receptors.

Smirking to himself, John ducked into the Library. Twi really needs to get a bigger doorway, he thought to himself. It was then that Twilight turned the lights on, and John, Rainbow, and Celestia looked around to see...

...Nothing. No party favours or party guests were to be found in the Library. Only the books along the wall and boxes littering the floor could be seen. Twi must've gotten some new books in, mused John as he readjusted his audio receptors to full.

...Which is when Pinkie decided to jump out of a nearby potted plant.

"SURPRISE!!!" she yelled, surprising the four newcomers. The three mares jumped, nearly hitting the ceiling, while John clutched his hands over his ears as he fell on his backside.

"Sorry I couldn't get the party fully set up. I only found out an hour ago." said Pinkie, talking a mile a minute. She then reached into her mane and pulled out a remote control with one big red button. Holding the device in one hoof, she pressed the big red button. The scattered boxes poofed open. One shot various party decorations around the room, while a large table materialized out of another, covered in various snacks. From the rafters, a large banner that simply read "Congratulations Twilight" unrolled.

"Instant Party; my latest invention!" exclaimed Pinkie. "Sure I've still got a few bugs to work out, but once I manage to get everything into one box, my party throwing ability will increase by twenty percent. So, were you surprised? Were ya? Huh, huh, huh?!"

"Yes, very." replied a twitching Twilight.

"Someone get a spatula! We need to peel Rainbow off the ceiling!" yelled John.

"Oh, ha ha!" retorted Rainbow as she landed next to the disguised, visibly shaken Celestia. "Say, if this is a party, where're all the quests?"

"Oh, I knew I forgot something." said Pinkie, slapping her face with a hoof. She dashed over to the potted plant she jumped out of earlier, reached in, and pulled out a megaphone. The hyperactive mare then stuck her head out the door, took in a deep breath, and yelled "PARTY AT TWILIGHTS!" into the megaphone. John would bet money that the residents of Canterlot heard that proclamation. He'd wager that Appleloosa heard at least a faint whine. Hell, John had no problem imagining someone in Barbados looking up at the sky and asking "what was that?". That was when they all heard the sound of thundering hooves, all converging on the Library.

"What should we do?" asked Twilight, voice raised to be heard over the din of the approaching horde of ponies.

"Probably best to just enjoy ourselves for the time being." replied Celestia. "We can talk later, Twilight."

To the Northwest of Ponyville, on the outskirts of the Everfree Forrest a sole being waited for his contact. Dinobot was late with his latest intelligence report, because he had no report to give. His contact had failed to meet him at the usual rendezvous point. This was troubling news for the former Predacon. While he didn't particularly like his contact, the information his spy managed to report was usually good, and the spy had never been late to a drop-off in the past.

Dinobot could only conclude one of two things from this fact. Either his contact had been "made", or the Predacons were planning something big. Something that would prevent the spy from leaving the base. Neither possibility was pleasent to think about.

"Where are you, vermin?"

"So, I hear that Lt. Commander Kelley is on vacation." said Admiral Morrison. The current Secretary of the Navy was a joyless old man, a relic from the Cold War.

"That's what Colonel Golovko told me." replied General Ackerson, Chief of Staff of the Army. "Honestly, I don't blame the kid. He's had a long year."

"As far as I'm concerned, he had a month-long vacation not too long ago." SECNAV stated bitterly.

"During which he not only defended a town from an actual, fire-breathing dragon, but also trained a pre-industrial fighting force to not only fight off the Decepticons, but actually managed to do so successfully" retorted Admiral Greene, Chief of Naval Operations. The retired SEAL was not afraid to put his boss in his place.

"Let's not forget that my Marines had to save his ass." interjected the Commandant, not even bothering to hide the pride in his voice.

It was then that President Eden decided to stop the argument before it could continue. "Gentlemen, we are not here to discuss the Lt. Commander's personal time. We have something far more important."

"The Elysium Project?" asked the Secretary of Labor.

"Correct." replied the President. "I've spoken with Princess Celestia and she agrees. This will be a monumental endeavour for both our worlds."

"You're god damn right about that!" exclaimed the President's Science Advisor. "This whole project could very well change our whole viewpoint of the universe."

The party lasted well into the night, but eventually began to lose momentum as the various ponies remembered that they had to work in the morning. They began shuffling out just before eight in the evening, until only nine remained. After the last guest left, Twilight, John, Rainbow Dash, Rarity, Fluttershy, Applejack, Pinkie Pie, and Spike quickly closed every curtain on the ground floor.

"Ok, coast is clear." stated Twilight as she closed the Library door.

"Finally!" exclaimed the Princess, at long last able to drop her disguise. Twilight had let her friends know about the Princess during the party, but Celestia still managed to surprise them. The six ponies attempted to bow, but were stopped by the Princess before they could move. "There is no need for that. We're all friends here."

"Sorry Princess. Force of habit." explained Applejack.

"It is quite alright, my little ponies. Now, I hate to be rude, but I must speak with Twilight. In private, preferably." she said, only to be met with a simultaneous "awww" of disappointment from the five. "Now now, I do apologize, but this really is a private matter."

"Oh, alright." sighed Rainbow Dash. "But before I go, I should warn everypony that there's gonna be a big rainstorm tomorrow. It's been brewing over the Everfree since yesterday and the Weather Center's decided to just let it hit Ponyville."

"But we had a rainstorm yesterday!" exclaimed Pinkie.

"No, Pinkie, there was no rain in Ponyville yesterday." said Twilight. "Yesterdays storm was only from Canterlot to just north of Ponyville."

The hyperactive pink mare opened her moth to protest, only to be shushed by a hoof from Applejack. It was then that Rarity spoke up.

"I must thank you, Rainbow Dash" she said, before turning to Spike. "Spike, would you be a dear and come by the Boutique in the morning? I need some help with my latest line."

"Gee, I dunno." he said. "I've got a lot of chores to do, and I don't think-" the Dragon was interrupted when a lavender hoof tapped his shoulder.

"It's alright, Spike." said Twilight. "I doubt anypony will be coming by tomorrow, what with it raining and all. I can watch the Library myself."

"Gee, thanks Twilight!" said Spike as he hugged the lavender Alicorn. As he released her, the Dragon let off a loud yawn.

"Hehe, I think it's bedtime for you, Spike."

With a sleepy nod, the baby Dragon climbed the stairs up into the bedroom. The others took that as their cue to head home as well. Soon, only Twilight, Celestia, and John remained.

"Now than, I think it's time I answered any questions you have, my student." said Celestia.

"Wait, before you do, I want to show you something." said Twilight. Before either the Princess or Autobot could say anything, Twilight took off and flew into her room. The Sun Diarch shot John a puzzled look, only to get a shrug in response. Soon enough, Twilight came flying out of her room, levitating the golden disc she was studying yesterday in front of her.

"Twilight, what is this?" asked the Princess as the disc was set down in front of her. "Where did you get this?"

"It was dug up on Applejack's farm yesterday morning by a trio of 'junior archaeologists'." replied Twilight. "I've been studying it ever since. Well, that is to say, when I haven't been panicking over growing wings or learning to fly that is."

"This is marvellous, Twilight." said the Princess, a hint of pride in her voice. "Have you been able to decipher these runes?"

Twilight shook her head. "Not yet. I wanted John to take a look at it. He's more a historian than I am."

"Yeah, but I suck at languages." replied the Autobot as he approached the disc. "Besides, I don't recognize any language this could be. Let me get a closer look." He reached out with one hand, and touched the disc. Before he could go any further, bolts of electricity streamed off of the disc, completely encasing the Autobot.

"John!" cried Twilight, but it was too late. Screams of pure agony echoed off the living wood of the Library as John's skin cracked and burned before the two Alicorn's startled eyes. They tried with all their magical might to aid their friend, but not even the Sun Princess' potent magic could do anything. It was as if something was dampening her powers.

Just as suddenly as it began, the lightning arcs stopped and retreated back into the golden disc, and John's burnt and broken body collapsed in a heap, staring at the two Alicorns with cold, lifeless eyes, only shallow breathing indicating that he was still alive.

He remembered pain. More pain than he had ever experienced before. Even more than when Galvatron flayed him alive. But in this place, it all seemed so distant. He was standing amongst a ruined city, stone crumbling all around him. Vegetation clung tenaciously to what resembled Mezo-American architecture.

Looking up at the sky, he couldn't tell whether it was day or night. There seemed to be an ever-present lavender light shining out across the heavens, neither sun, moon, or star to be seen. As he continued to stare at the sky, the light seemed to coalesce in one spot, slowly leaving a black abyss behind. When all the light had converged on one spot, a spot brighter than the sun, it flated down into the city, landing in front of him. He stared into the impossible light, and reached out a hand.

As he touched the light, a loud, screeching noise rang out, seemingly coming from the very air itself. He clutched his hands over his ears, but the sound only grew louder, driving him to his knees. His vision swam as he began to black out, the light fading from the world. The sound slowly faded, until he could make out one word. One single, solitary word amongst the din.

Vok.

Warning: Stasis Lock Initiated
Warning: Organic Form Critically Damaged.
Estimated Repair time: ERROR.
Warning: Transport Form Critically Damaged.
Estimated Repair time: ERROR.
Engaging Backup Form.
...
Warning: Data Corrupted. Backup Form Not Found.
Scanning Local Life-forms.
...
Scan Complete.
Optimizing DNA Sequence.
...
DNA Sequence Optimized.
Disengaging Stasis Lock.
Rebooting

Chapter 7: Critical Systems Failure

Chapter 7: Critical Systems Failure

Chapter 7
Critical Systems Failure

John awakened with a groan, lying down on his side in the main room of the Library. He remembered the lightning, how it seared his flesh. Every inch of him screamed in pain, like his entire body had been dipped in sulphuric acid, set on fire, and put out with pepper spray. He couldn't speak, he could barely breathe. Even the slightest movement shot new waves of agony up his body.

Slowly, however, the pain faded until only an ever-present soreness remained. Movement still hurt, but breathing became much easier. He tried to open his eyes, but shut them immediately after to keep from being blinded. He let off a loud groan as he once more tried to force his eyes open and saw three blurred figures standing over him.

"He's waking up!" exclaimed a voice. It took John a moment to realize that it was Twilight's.

"Commander, can you hear me? Speak to me." said another voice, one John immediately recognized.

"Colonel..." he strained. "W-what..."

"Easy there, Prime." said someone else, a voice he didn't recognize at all. "You've been through a serious ordeal. I have no idea how you're still functioning."

His blurry vision became clearer, and John could see Twilight looking down worryingly at him. To her left was Colonel Golovko, his expression unreadable, and to her right was a human that John didn't recognize, but he wore the uniform of a Technician at the Airbase. He held a pad in one hand while typing furiously on it.

"Where... where's 'Tia?" John asked, a little stronger.

"She's making tea." said Twilight. "You've been out for nearly an hour. The Colonel only just got here."

"And seeing you like this... well, it was kind of a shock." interjected Vasily.

"What do you mean?" asked John.

The three standing before John shared a look, a look that he did not like at all.

"You... don't know?" asked Twilight. John just slowly shook his head in response. Now that the pain had subsided, however, he could tell that there was something... off about the way his body felt. The technician, whom John could now tell was a young Sergeant from the insignia on his shoulders, suddenly looked very nervous.

"Sir..." he began, "I think it'll be best if we get this over with quickly. Please, stick out your... er... arm."

Confused, John did what the sergeant requested. That's when he saw it. A hoof. His hoof. His eyes widened and his jaw hit the floor. "A mirror." he requested. When neither the Tech, Twilight, or Vasily moved, he yelled "Get me a god damn mirror!"

Snapping out of her trance, Twilight rushed off to her room to get a mirror. When she started up the stairs, John attempted to get to his feet. The first thing he noticed was the size difference. Vasily was always taller, but now he simply towered over the Autobot. The next thing that jumped out at him was the sensation of two appendages flopping around on his back. John looked and saw that he had a pair of large, feathery wings. While looking, he also confirmed that his coat was a smoke-grey color, and that his mane was black with red highlights. He could barely make out his mark, but it appeared to be an outline of the Autobot insignia and silvery-white in color.

"Found it!" exclaimed Twilight as she exited her room, floating a large mirror in front of her. She hopped off the landing and glided down. In one smooth motion, Twilight landed and set the mirror in front of John, and his jaw hit the floor once again. The first thing he noticed was not his eyes, which were now a bright electric-blue and freakishly-large like any other ponies. Nor was it the patch of white fur in a diamond pattern on his chest. No, what John noticed first was the long, sharply-pointed, slightly curved horn sticking out of his forehead through his shaggy mane. It was nowhere near the size of Celestia's prodigious length, but it would put many Unicorns to shame.

It was then that the Tech cleared his throat. "Commander, I need to run a diagnostic." he said, pulling a cord out of a pouch on his belt. "Would you please open up an access panel for me."

John did so, sliding a small section of the white patch on his chest aside, revealing a USB port. The Technician hooked his pad up to the port and, after a few button presses, began running his diagnostic.

"Hmm, I'm detecting a strange energy source in your systems, Prime."

"Could it be from when that disc zapped me?" asked John.

"No, I don't think so sir. It looks like Unicorn magic."

Raising an eyebrow, an idea occurred to John. Turning his head to face a nearby wooden bust, he thought back to the magic lessons Twilight gave him after the Battle of Canterlot, and concentrated, imagining the wooden horse's head floating above its pedestal. A pale-blue aura surrounded his horn and enwrapped the statue as it floated a few inches above its stand.

"What happened to that damn disc, anyways?" he asked, still holding his concentration on the wooden pony head.

"I sent it back to base just minutes before you woke up, Commander." replied Vasily. "It'll be going to Earth on the first 'Bridge tomorrow morning."

"Groom Lake is getting an early Christmas present I see."

"Tea's ready." called Celestia as she stepped out of the kitchen, floating a tray with cups and a kettle in front of her. "Ah, good, you're up. We were so worried about you." she said when she spotted John. "How're you feeling?"

"Like I'd been burnt to a crisp then dipped in boiling acid." he replied bitterly as he set the statue down. Now with both Twilight and Celestia in the same room, John could estimate that he was a couple inches shorter than Luna. "I've felt worse, though. Not much worse, but still..."

"Well, you are half right. Whatever that disc did left you charred quite badly." she said, passing tea to everyone. "Afterwards, these beams of light shot out of your eyes and over Twilight and myself. After that, you sorta..."

"'Melted' into this form?" offered John, receiving a nod from the Sun Princess. "Yeah, definitely looks like I scanned you two. But why?"

"Uh... boss..." said the Tech with a worried look on his face, "I might have an answer for that. Do you want the good news or the bad news first?"

His eye twitched. "Just... I don't have time for games, just get it over with."

"Right... your self-repair function took a nasty hit. It's back in working order, but your human form was critically damaged in the process. So much so that your self repair function dumped the data. I've looked al over your systems for it but... well, I can't find any trace of your human form in your systems."

John blinked, his jaw dropped, and his pupils shrunk to pin pricks. "None at all?"

The Sergeant just shook his head. "None. I did a full systems sweep and found absolutely nothing. I can't even find your jet mode."

"God damnit, I liked the Sukhoi!"

"Commie." said the Colonol, with a smug grin on his face.

"Up yours, Vasily Antoniovich." replied John playfully, before letting out a long drawn out sigh. "So... I'm stuck like this?"

"Afraid so, Prime." confirmed the Tech

He looked once again at the mirror, took a deep breath, and let it out slowly. "Well, at least I'm not half bad looking." he said with a forced smile on his face.

"I'll say." muttered Twilight under her breath.

"What was that?"

"Nothing!" she said quickly, lightly blushing under her lavender coat.

"You've still got your robot form, boss." the Tech interjected. "Why don't you show us real quick."

John happily obliged. The transformation process involved a lot more twisting and turning this time around, but the end result hadn't changed much. His robot mode was the same basic shape, but more organic. Skin from his pony form clung to his robotic shell in places, his wings were now feathery, and a horn protruded from his forehead. He then checked his weapons systems. Both his arm-blades, his gatling gun, and fusion cannon all worked perfectly, though he'd need to fire them to be sure, which was something that could wait until morning. After the quick and dirty systems check, John transformed back into his pony form and sat down.

"Looks like everything works perfectly, commander." said Vasily, having finished his tea.

"Yeah." replied John, when a sudden yawn overtook him. "Sorry, it's been a long day."

"You have no need to apologize." said Princess Celestia warmly. "Honestly, you seen to be taking this whole situation rather well."

"Yeah, I've probably been spending too much time around Ponyville." he replied. "Weird stuff just happens here."

"Tell me about it." added Twilight.

"It is late." supplied Vasily. "Is there anything we can do for the commander back at base?" he asked the tech.

"Doubt it."

"In that case, I'm just gonna stay in Ponyville and enjoy the rest of my vacation." said John. "I wanna avoid explaining this to SECNAV for as long as possible."

"You can use the spare bedroom in the basement." offered Twilight. "It's too late to get a room at the hotel."

With that, the Colonel and Sergeant bid their farewells and left, leaving Twilight, John, and Celestia alone on the main floor of the Library.

"So... did you two happen to have a discussion while I was out?" asked John. Celestia and Twilight shared a look, and the Princess let out a long, drawn out sigh.

"Yes, John, we did." she admitted. "I told her everything we discussed that night."

Then, surprisingly, Twilight rushed up to the Alicorn stallion and wrapped him in a tight embrace. "Thank you."

"For what?" asked John.

"For looking after me, even though you didn't need to." she replied, squeezing tighter. "Like you always have." she added under her breath. John could feel her heart beating rapidly. He could smell the sweat from earlier matting her mane and coat. He could not help but return her embrace.

"So.. you're not the least bit upset that she didn't-"

"John, that's enough." interrupted Twilight, pulling away from the stallion. "I understand why she never told me. There is nothing to forgive."

"You mean to tell me I got indignant with the Princess for no apparent reason?" asked John, a hint of annoyance in his voice.

"Looks like my student's made of stronger stuff than either of us gave her credit for."

"Looks that way." replied John with a smile, before letting off a long, drawn out yawn. "Now, if you two will please excuse me, I'm going to bed. Good night." With that, John headed off to bed. The basement door gave him a little trouble, which was not helped by the other two Alicorns in the room giggling like school-fillies at his fumbled attempts to turn the doorknob with magic. Finally, he managed to get the door open and, with an indignant snort at the two mares, went downstairs to the awaiting bed.

"I must be off as well, my faithful student." said Celestia after John slammed the basement door. "No doubt my guards are all but panicking after my lengthy absence."

"But... I have so many questions!" exclaimed Twilight, looking up at her mentor with puppy-dog eyes.

"I'm sorry, Twilight, but more pressing matters have taken far too much of our time today. However..." The Princess' horn glowed a pale golden color and, in a flash, half a dozen books appeared out of thin air, "I can lend you these. They're from my personal collection, and should answer any questions you may have."

Twilight, for her part, tried as hard as she could to keep herself from squealing in excitement, but it was no use. She had only seen the Princess' personal books a couple of times in the past, and now she was lending several to her.

"Just remember to take good care of them. They are quite rare." she added.

"Oh I will, Princess. You can count on me!"

"I always do, Twilight. Now, I must be off. Good night, Twilight." said Celestia.

"Good night, Princess."

In a blinding flash of light, the Princess teleported out of the treehouse, leaving nopony in Ponyville save Twilight and her closest friends any the wiser that she had been there at all. When she had gone, Twilight flew up to her room, eager to peruse the books the Princess had left for her.

Like you always have. Those words echoed back and forth through John's mind as he lay his head down, sleep eluding him. Twilight's voice had been almost imperceptible when she said it, but he had heard it clear as day. It was not her words that got to him, but rather the way she said them. Soft, kind, warm, her voice would've touched his heart, if he still had one.

Lack of circulatory organ notwithstanding, John was till affected by Twilight's words. But why? Why did Celestia lying to her student feel like she was betraying him? Good thing his subconscious decided to be extra pushy tonight.

Could it be that, deep down, you-

John shook that errant thought out of focus before it could finish. Yes, he cared for her. He freely admitted that. Twilight is a close friend of his, almost like the little sister he never had.

Are you sure it's nothing more?

Of course it was nothing more. Besides, even if there was, there was nothing John could do about it. She wasn't...

What? Human? Neither are you. Haven't been for over a year, technically.

...

Is that the only reason you haven't considered the possibility? Are you that narrow minded?

True, it's not like that particular barrier hadn't been broken if rumours were to be believed. A few too many drinks after-hours and an overly friendly mare or stallion makes for an interesting equation. Nothing had been confirmed, but there was enough information floating around to keep the more reputable gossip rags happy.

One last question. Answer honestly and I'll leave you alone.

...

If she were Human, would we even be having this conversation?

...

Well?

"... Fuck."

That's what I thought.

"What should I do?" he asked. He could practically feel his subconscious Gibbs-slapping him.

Talk to her, you idiot! It's not rocket surgery.

"... What do I say?"

Not my department. I'm just here to tell you to stop being an idiot. The rest is up to you.

Heaving a great sigh, John sat up in bed and turned to a nearby stack of books. Concentrating, he began levitating each one individually. He had a lot of thinking to do tonight, thinking that would prevent sleep for a good while. Might as well get some practice in while he's at it.

Giddily skipping to one's bed while trying not to wake up one's room mate is a difficult endeavour. Difficult, but not impossible. An endeavour made easier when one's room-mate is a heavy-sleeping baby Dragon. Twilight Sparkle discovered this only after she climbed atop her star-patterned sheets.

She stacked most of the books in a neat pile by her bed before selecting the topmost one and dropping it on the bed in front of her. The cover was weathered and heavily stained by age, but she could make out the title "So You've Grown Wings" written in modern Equish. Opening the weathered book, Twilight saw a note from the Princess stating that while the book is a two hundred year old work of fiction, it got many facts right about Alicorns.

Despite her eagerness, however, Twilight Sparkle barely read two pages before her thoughts started to drift. Specifically, towards the Alicorn stallion in her basement. She hadn't even apologized to him, even though Twilight knew he would just say it wasn't her fault, that she couldn't have known. She had done what not even Galvatron could do. She had ripped away his humanity.

Twilight shook her head, trying to dislodge that guilty notion. True, John's body was no longer human; but his mind, his soul was still very much his own. Nothing Twilight could do could change that. However, she still felt guilty for putting him in this situation. Ever since Galvatron made him, John clung desperately to every last shred of his humanity, even when his own government listed him as KIA and denied his very existence. He had told her it was the only thing keeping him sane.

But now he couldn't even call himself Human, and Twilight couldn't shake the feeling that it was all her fault. Worse still, it had happened to someone she...

They had grown close since they met three months ago, when John literally fell out of the sky. It was impossible not to as they spent most of their free time together, he teaching her about Earth, and she teaching him about Equestria in turn. Eventually, they began talking more and more about themselves. Their wants, their fears, their life stories, nothing had been off limits. Twilight was the first person, Pony or Human, that John had told his real name, and he was the first of her friends that even knew she had a brother, and that he was Captain of the Guard no less. When John had told her that he thought of her as a sister, part of her wanted it to be something... more.

You should tell him how you feel.

Once again, her subconscious has been rearing its ugly head. It had been nagging her since before the Predacon attack on Canterlot. After her brother's wedding, it had become louder in its opinion.

What's the worst that could happen?

The worst that could happen? She could lose one of her closest friends.

He's not like that! Even if he rejected you, he still cares about you.

She had to concede that point, even if it was begrudgingly. John had gone out of his way to protect her in the past. Why would he do anything to hurt her now?

She closed her book and quietly set it down on the stack by her bed. She then climbed under her covers before turning off the light.

She'd talk to John in the morning, and let fate decide what happens.

Chapter 8: One Rainy Tuesday

Chapter 8
One Rainy Tuesday

The Night Princess was a patient mare. At least, she liked to think so. However, there were some things that tried even her patience, the nobility being one of them. Presiding over the Night Court, she usually didn't have to deal with their particular brand of stubbornness that often, seeing as most either were in bed or attending "social functions" (read: standing around looking important at somepony's home). The ones who did call on her during Court usually had legitimate grievances that needed to be addressed or business that needed handled.

However, when her sister decides to discretely pop over to Ponyville to deal with a delicate situation (read: potentially panicking student) in the middle of her shift, Princess Luna is the one who has to pick up the slack. She didn't mind, most nights her Court was rather empty and she welcomed the change of pace. That is, until her first petitioner.

Good heavens these nobles were idiots. How her sister ever made it through each day without banishing half a dozen to the moon, she'd never know. Still, the Night Princess managed to put on a brave face and suffered the fools to live. Finally, at dinner time she could call an end to it all. She had decided to cancel her Night Court, seeing as Luna had taken over for Celestia mid shift.

With dinner done, Luna retired to her room for a bath and, after scrubbing her day's worries away, to enjoy one of the greatest, most amazing things ever to grace the world of Equis. The Internet.

Unlike many of the Canterlot Elite, the Royal Sisters fully embraced the new technology that came along after first contact with Earth. Celestia had gotten hooked on various BBC programming (especially Doctor Who and Sherlock), while Luna spent most of her free time surfing the web, even taking to using a laptop during the more boring Court sessions. So much so that it had begun affecting her language. Luna had spent countless hours since her first Nightmare Night learning to change her old speaking habits, but they were mostly wasted. A few weeks on an Internet forum, however, cleared that problem up. Sure, a few thees and thous crept through every now and then, especially when speaking to an insufferable noble.

Princess Luna was updating her blog, which had a modest (but dedicated) following, when she heard a knock on her door.

"Sister, are you busy?" she heard Celestia calling through the door. Smiling, Luna quickly unlocked and opened her door, letting her elder sister in. Celestia couldn't help but chuckle as she saw Luna still typing away at her desk.

"So, how is your student?" asked Luna. "Is she taking the changes well?"

"I believe so." replied Celestia. "Rainbow Dash already taught her to fly, and she seems to be handling everything else just fine, although the gravity of the situation might not have fully dawned on her."

"She can take it. She's a strong mare." stated Luna matter-of-factly as she hit the submit button. "Besides, after your talk with her, I'm sure Twilight Sparkle will be just fine." Luna turned around to face her sister, and saw the worried look on her face. "Something wrong, 'Tia?"

"Yes." replied Celestia. "I wasn't able to speak with my student about the transformation. Something far more pressing came up." Seeing the look of confusion on Luna's face, Celestia couldn't help but grin mischievously. She was about to tell her sister something that would simply blow her mind.

The next morning, Twilight Sparkle was jarred awake by the booming sound of thunder shaking her Library. The rainstorm Rainbow Dash warned about the previous night had hit and was causing a great rucus (fracas) throughout Ponyville. She tried to turn over and go back to sleep, but to no avail, the weather wasn't cooperating as another thunderclap shook the tree. Grumbling, Twilight sat up in bed and looked to her night stand at a little calendar and noticed that it was Tuesday.

Tuesday was the day that weird stuff just seemed to happen for Twilight, such as the "Time Travel Incident" and the now infamous "Smarty Pants Incident" (which, for the record, she would never live down no matter how long she lived). Twilight couldn't suppress the smirk when she realized that, what with her and John's transformations yesterday, they were ahead of schedule. Neat!

"Spike!" she called out. When she received no answer, she raised her voice. "SPIKE!" Still no answer. She looked at his bed and noticed that it was empty. Usually she would be the one to wake her number one assistant up, but it seems he got the jump on her for once. She then noticed the wonderful aroma of frying potatoes wafting into her room. "He must be cooking breakfast." she said, salivating at the delicious smells emanating from downstairs.

She hopped out of bed, and noticed how ruffled the feathers on her wing were. As she started preening, Twilight couldn't help but remark how her body seemed to just know how to take care of the new appendages. Wing maintenance finished, she headed for her bathroom to take care of business and to perform her usual routine of maintaining her appearance. Mane brushed and face cleaned, she started to head downstairs, but hesitated by the door.

She was determined to tell John everything about how she felt towards him today, but the thought of doing so terrified her to no end. She had no idea how he would react. Taking a deep, calming breath, Twilight pushed her bedroom door open. She still dreaded confessing her feelings to the Stallion, but breakfast smelled too good to stay cooped up in her room.

Slowly, Twilight walked down the stairs into the main foyer of the Library before pausing at the bottom step. There was no turning back now. She casually began walking to the kitchen. Step by step she walked, seemingly taking an eternity to cross the foyer. However, the short trip only lasted a few seconds as she stepped into the open kitchen and spotted John standing in front of the stove, smiling, with a frying pan sizzling on the burner and a spatula hovering at his side.

"Smells good." said Twilight, breaking the ice. "What are you making?"

"Hash browns." he replied, giving the contents of the pan a quick stir with the spatula. He then levitated two cups, one with chopped onions and the other with chopped bell peppers, and added them to the pan while giving it a toss. "Grandma Kelley's old recipe. I've got pancakes staying warm in the oven as well. Could you get them out for me, please?"

"Sure." she replied, opening the oven and sliding the tray stacked high with pancakes. "By the way, have you seen Spike? I usually have to get him up every morning."

"Huh? Oh, he left for Rarity's about, oh say, ten minutes ago." said John, giving the pan a flick. "I think he wanted to try and beat the weather." he said, giving a sidelong glace at the rain-spattered window. "Don't think he made it."

Twilight giggled in spite of herself at the young Dragon's plight as she set the tray of pancakes on the counter. It was good that he had left already. She didn't want him around while she poured her heart out to the Stallion. His presence would definitely make things much more awkward.

"You got anything planned for today, Twi?" asked the Stallion, giving the pan one more shake before turning the fire off.

"Actually, I don't." she said, earning a startled look from the Autobot Alicorn. "I've been trying to be more flexible in how I handle my life. That way I don't always go crazy when something unexpected happens."

"Makes sense" John replied as he pulled a couple plates out of the cabinet and served up breakfast. Each plate received three pancakes as well as a heaping helping of hash browns. Twilight eyed the remaining dozen pancakes on the tray.

"Did you have to make so many?" she asked.

"Hey, at least we have enough." he replied. "If we don't finish them all, I'll turn the rest into an actual cake!"

"... A cake... made from pancakes?" she asked, eye twitching and ear flopping in time. "Did Pinkie Pie give you that idea?"

"Nope, Alton Brown." replied the stallion with a smirk as he set the plates on the table. "That man can come up with some ingenious food ideas."

That being said, the two Alicorns took their places at the table, sitting across from one another. As Twilight began eating, however, her earlier trepidation began to resurface. She had sworn to tell John this morning, but she just couldn't find the words. Because of her nervousness, she could only pick at her food. She looked up at the stallion across from her and saw that he too was lost in thought as he barely touched his plate. Her heart wrenched at the sight, believing herself to be the cause. Finally, she set her fork down on her plate with a resounding clink that seemed to echo for an eternity. Twilight looked up to see that John had set his fork down as well. Taking a deep breath, she began to speak.

"We need to talk" they both said nearly simultaneously, causing Twilight to recoil. John, handling the situation much more calmly, waved a hoof at Twilight.

"Ladies first." he said.

She opened her mouth, trying to find the words, but they wouldn't come. She took one more deep, calming breath. "J-John... I..." she couldn't say it. Try as hard as she could, Twilight couldn't find the courage to tell him. She looked across the table and saw the expression on John's face. It was one she had seen Princess Celestia use on her back in the day. It told of near-infinite patience. It's what drove her over the edge. "I think I've fallen in love with you." she blurted out, before turning her head away, waiting for his response.

It didn't come. For several, agonizing seconds, he didn't respond. Finally, she heard John stand up and begin to slowly walk towards her side of the table. She dared not look up as she heard the stallion stop right next to where she was seated.

"God damnit, Twi..." she heard him say, cringing as those words washed over her. This is it. He was going to reject her. He was going to- "That was supposed to be my line!"

Startled, her eyes shot open wide as she faced the stallion next to her. Tears glistened in his half-lidded eyes as he smiled sweetly at her. "Y-you mean... you-" she stammered, but was silenced by a swift kiss from the stallion. As he pulled away, her breath caught in her throat, her heart skipped a beat, and her eyelids fluttered as she blushed a birght shade of crimson. Hungry for more, Twilight tackled the smoke-grey Alicorn, forcing him on his back, and planted a deep, passionate kiss on the stallion's lips. Surprised by her sudden move, John closed his eyes and responded in kind. After a few moments, their lips separated, and the two Alicorns smiled at each other.

"Twi, could you please get off me?" requested John. "You're crushing my lungs."

"You don't need to breathe." shot back Twilight seductively, nuzzling the stallion.

"It's the principle of the matter." he retorted. After one more affectionate nuzzle, Twilight acquiesced and climbed off, allowing John to roll over onto his belly. "So... how long have you felt this way?"

"Since you told me your real name." said Twilight. "You?"

"Around then. Maybe a little earlier." he replied. "I've been lying to myself since then, though. The whole 'interspecies relationship' deal was a little 'ick' for me at the time."

"You humans are such prudes." she teased.

"Not my fault I evolved on a world without multiple sentient species." he retorted with a playful jab of his hoof. Twilight got down on the tile floor with the stallion and rubbed up against him.

"What now?" she asked.

"Now..." he began, casting a sidelong glance at the table, "we finish breakfast. Then we'll talk."

After checking once again that her rain gear was absolutely fabulous, Rarity picked out her best waterproof saddlebag and stocked it. She'd need her good measuring tape, a few bolts of cloth of varying hues, a notepad, and her lucky red glasses. She'd borrow a quill from Twilight.

After her bag was fully stocked, she turned to address Spike, her assistant for the day. "Now, I'll be back momentarily. Be a dear and mind the store for me."

"You got it!" he replied with a quick salute. Rarity blew him a kiss and walked out the door, too quickly to see the young Dragon blush.

Standing on her porch, she clicked her tongue disapprovingly at the weather before setting off for the Library. After hearing about what happened to John from Spike, she couldn't help but feel sorry for the poor dear. Captured by the Decepticons, tortured by Galvatron and turned into one of them, and now turned into a Pony by some strange artifact, the Universe seemed to have it out for him. She just had to do something for the man-er, stallion.

Seeing as his (limited) wardrobe was now all but useless, Rarity had decided to make him a nice suit. Sure, it wasn't much comfort, but there was only so much the Unicorn could do. Besides, she needed to go to the Library anyways. She had been struck by inspiration for a new dress for Twilight, but needed to check her measurements.

Before long, she had arrived at the Library. Quickly readjusting her raincoat, Rarity elegantly knocked on the door. Moments later, the door was enwrapped in a violet aura and opened.

"Oh, hello Rarity." said Twilight, ushering the wet Unicorn inside. "What brings you over?"

"Well dear, if you must know, after I went home last night, I was struck by inspiration!" she said, doffing her rain gear and hanging it by the door. "Normally, I would've waited until this dreadful rainstorm passed by, but when Spike told me of Mr. Kelley's plight, I simply had to come by." said Rarity in her usual over-dramatic fashion. "How is the poor thing handling it?"

"Surprisingly well." replied Twilight. "Although, I don't think he's had time to process the whole situation."

"I spent half the night lying awake, Twi." said the grey stallion as he entered the room from the kitchen, levitating three tea cups in front of him. "Believe me, I've already had a minor freak-out about it."

"I thought you were thinking about something else." said Twilight with a smirk.

"I can multi-task." replied John as he bent over to kiss the lavender mare on the cheek, causing her to giggle and eliciting a surprised gasp from Rarity.

"Y-you two... are... are.." she stammered, receiving a small nod from Twilight. The marshmallow-white Unicorn beamed her brightest smile as she wrapped the two Alicorns in a tight embrace. "Oh, I am so happy for the both of you!" she said, before letting the two go. "I must make a matching ensemble for the two of you!"

"Oh, really, that's not necessary, Rarity." Twilight responded dismissively.

"I will have none of that, Twilight!" stated Rarity, levitating a measuring tape out of her bags. "Now, I just need to take John's measurements and I will have something for the two of you by the end of the week."

John shared a look with Twilight and simply shrugged. He knew that, when Rarity got in one of her moods, it was best to just grin and bear it.

Queen Chrysalis gazed out at the rain-soaked forest, deep in thought. The weather reflected her mood perfectly. She had made many mistakes in the past, the greatest of which was trying to conquer Equestria. She realised that now. Her people fed off emotions, love being the most potent. She thought that she could force the Ponies of Equestria to give their love, but did not take into account that conquering them would only create fear, and while fear could nourish, only love could satisfy their hunger.

Until recently, most Changelings were content with their parasitic nature. They'd infiltrate a city, kidnap an unlucky Pony and stash them somewhere out of the way, assume their identity, and feed off the love their loved-ones gave freely. A few days later, after feeding to their satisfaction, the Changeling would return their kidnapped victim. A few memory altering spells later and nopony was the wiser. No muss, no fuss; out of sight, out of mind.

Unfortunately, a recent population boom in the Changeling hives made this impractical. Changelings were beginning to compete with each other for food sources. Her people were killing themselves over food. Chrysalis had to act. That was when she came up with the idea to conquer Equestria. It was a mistake.

A mistake she was going to repeat. Her people needed to feed on love. It was the unfortunate reality to their existence, and all sentient beings had the right to exist. Chrysalis held no true malice for the Ponies. She longed for the days of yore, before her kind was cursed with this parasitic existence. Back when her kind walked among the Ponies as equals. Above all, Chrysalis longed for peace.

She wondered if the Ponies remembered her kind before they were cursed, even if only in their myths and legends. She had not bothered to check while masquerading as Cadence. She had honestly forgotten. She would find out soon enough.

Her people needed love to feed, and with the aid of the Predacons, she had a plan to give them all they needed.

Intermission: What Comes Next

Intermission: What Comes Next

Intermission
What Comes Next

It was a few hours later when Rarity decided to head back to the Boutique and the rain had not abated one bit. This did not bother the white Unicorn as she merrily trotted away from the Library. She had promised the new couple a wonderful ensemble and she planned to deliver.

Back at the Library, John was busy hooking up Twilight's television and DVD player. The two of them had decided to just spend the rest of the day together watching documentaries and enjoying each other's company. She had originally planned (despite what she had told John earlier) to patch up their friendship. However, it was no longer necessary, so she decided to just wing it for the rest of the day.

John had just popped Planet Earth into the disc tray when the Library's phone rang and was promptly answered by Twilight. "Hello." she said as she picked up the receiver. Her eyes widened when the person on the other end responded, and Twilight promptly levitated the receiver over to the Stallion sitting on the couch.

"It's for you." she said, as she levitated the receiver over to John. Curious as to who was calling him at the Library, he took it and held it up against his ear.

"Who's this." he asked.

"Your boss, Commander." replied the familiar voice.

"Mr. President!" he said, unconsciously stiffening as if the Commander in Chief was in the room.

"At ease, sailor." replied Eden, chuckling under his breath. "This is just a friendly chat. You don't need to stand at attention, son. Especially when I'm several thousand parsecs away." One thing John loved about the sitting President is that he was so damn casual with the worker bees. "I just read Colonel Golovko's report. How you holding up, John."

"Pretty good, all things considered." he replied. "I'm just waiting until Admiral Morrison gets a hold of me. That's when the shit's gonna hit the fan."

"Tell me about it." said President Eden. "You're lucky you have Admiral Greene up here watching your ass, otherwise we'd both be hearing from him."

"Yeah, Jim's good people, and one hell of a SEAL." The operations, at least the ones that were known, that Admiral James Greene pulled off in Vietnam and Grenada were legendary in the SEAL community. "He actually taught a class at the Academy when I went."

"I heard." said Eden. "Well, I got a busy day here. Enjoy the rest of your vacation, Commander." with that, the President hanged up. John set the receiver back on its base, picked up the remote, and turned the TV on as Twilight snuggled up to him. Today was shaping up to be a good day.

Deep in the Everfree, a great and terrible army was on the move. The combined forces of the Predacons and Changeling Swarm had begun their campaign. Thousands of Predacons marched under the rain soaked forest canopy, joined by an equal number of Changelings. Their goal for today was the old Palace, where Nightmare Moon met her downfall.

Following close behind was a convoy of very precious cargo, especially for the Changelings. Predacon scientists had been working around the clock with their Changeling counterparts ever since they met. The cargo was a series of pods that would allow the Changelings to extract love-energy from Ponies all while leaving them completely unharmed. They had even been tested on a few captured Pegasi and were proven to be completely safe for the victims, so long as their exposure to the pods was minimal.

Altogether, however, Chrysalis couldn't help but feel that everything was moving too fast. The Predacon Changeling Alliance hadn't even existed for a week, and now they planned to make war with the most powerful nation on Equis. They only had four extraction pods, not enough to keep her Changelings fed. Megatron had assured her that more could be made swiftly, and indeed had plans drawn for that. The Ponies themselves would make the instruments.

Megatron, how she loathed that machine. The Predacon leader was infatuated with her, but it was a one-way relationship. She wanted to ensure her people's survival. All that bastard craved was destruction. If Chrysalis could steal the extraction pods and beg Celestia for mercy, she would in a heartbeat. But she did not know how the Solar Diarch would receive the Queen of the Swarm. Chrysalis suspected that Princess Celestia would be merciful, but, for the sake of her people, she could not take that chance. The Queen had thrown her lot in with Megatron. Now she had to see it through to the end.

Chapter 9: Broken Arrow

Chapter 9: Broken Arrow

Chapter 9

Broken Arrow

The next day, Ponyville awakened to clear blue skies as dawn approached. The previous day's storm had moved off sometime in the night, leaving a mess of puddles and wet, muddy streets. That was the last thing on John's mind as he stepped out the door with Twilight following close behind. The sun had begun evaporating the rainstorm's aftermath, creating a muggy atmosphere. It reminded him of his childhood, growing up along the Gulf Coast of Texas. Ponyville never got that humid, thank god, and by mid-morning the day would simply be pleasant.

John had asked Twilight to go out for a walk in the park with him, and later out to lunch, which she had readily agreed to. Spike had spent the previous night with Rarity and they would pick him up later. John was worried about what the little Dragon would think about his relationship with Twilight, but knew that the mare would eventually bring him around.

But that was something to be dealt with later. Right now, he would just enjoy the day. For once in his life, John was truly at peace.

Fillydelphia, along with Manehattan and Canterlot, had become a bit of a tourist's hot-spot recently. Only a couple hours south of Ponyville by train, it was reasonably close to the 'Bridge between Equis and Earth and, therefore, an easy destination for visitors, unlike Trottingham along the eastern border and Stalliongrad in the north. Nobody believed that either city's tourism trade would pick up until Equestria developed mass air-transit. Sure, Equestria had airships, but those were mainly luxury-liners for the elite, and ticket prices reflected that.

But, for now at least, Fillydelphia would enjoy a booming industry for as long as they could. And so, the residents and shopkeepers of Fillydelphia began their day, expecting a long, fruitful, albeit boring one. Little did they know that events would take a turn for the exciting.

To the west and a bit north of Fillydelphia , along the southern marches of the Everfree Forest, the small, sleepy farming community of Saddlebrook would be the first that day to realize that something unexpected would happen. The citizens were rousted out of bed by the town's gong signalling everypony to assemble in the town square. This was strange, because the sun had barely risen, and nopony should be up at this time of day.

When the Ponies left their homes, they were shocked to see the black, insect-like forms of Changelings roaming the streets alongside Predacons. All of the Ponies were frightened of what this could mean, and many tried to retreat back into their homes, only to have their doors broken down by the invading force and forced back out. The few that actually tried to flee the town were gunned down mercilessly.

It took half an hour for all ponies to be corralled into the town square, where a stage had been hastily constructed. Standing at a podium atop the stage was what the residents of Saddlebrook could only assume was the leader of the invasion force. He was a wood-brown Predacon with what looked like a Timberwolf's head protruding from his chest. To his left was the town's mayor, an aged stallion who was now shaking with fear. To his right, another Predacon stood, this one red, ant-like body, a bluish, triangular-shaped head and holding a large gun. The Ponies began to murmur amongst themselves, and the leader let it go for a few minutes until he raised his hand for silence, which the residents swiftly complied with.

"Good morning." he said, his voice smooth as silk. "I am General Fang of the Predacon Army, and I am now in charge of this city." The residents murmured amongst themselves again, and Fang once again let it continue for a few minutes, finally silencing the crowd with a raised hand. "Now, first off, I would like to apologize to anypony that was hurt this morning, and I deeply regret that some were killed in this debacle."

The crowd's angry shouting interrupted the General and drowned out all sound. The other Predacon on-stage cocked his gun and aimed for the crowd, only to have it knocked down by General Fang. "Not now, Inferno." he whispered. "We need them alive." Inferno only nodded in reply, though he wished he could give the General a piece of his mind. He wanted to kill, to burn, but that was unlikely when he was stationed out in the boonies.

Eventually, the crowd quieted down on its own, and General Fang spoke up once again. "Now, I need everypony to return to their homes and stay there until further notice. We have a large force moving through here soon, and I do not want anypony to be hurt unnecessarily. Do not try to communicate with the outside world. All phone lines have been cut and radio signals have been jammed. Cooperate, and no harm will come to you. Resist and, well, it won't be pretty."

"Knock knock, anypony home?" called John as he stuck his head inside Carousel Boutique. The sight that greeted him almost made him laugh, but he caught himself and only a snicker escaped his lips. The usually immaculate showroom was covered in stray bits of fabric. Rarity was busy working on a dress clearly meant for a woman, and not a mare like her usual clientele. Most hilarious of all, however, was Spike standing next to the unicorn, ramrod stiff and stuck full of pins. The baby dragon shot an annoyed look at the alicorn poking his head in the door.

"Yeah yeah, laugh it up, fuzz-butt."

"I'd make an acupuncture joke, but that'd be too easy." replied John. "Hey Rarity, why not give your pincushion a break and join me and Twilight for lunch? We're going to that new café."

"That sounds just lovely, John," said Rarity. "Just give me a minute here. I've almost reached a stopping point."

True to her word, Rarity only needed a moment before rushing off to touch up her make-up, leaving Spike to remove the pins himself. One good shake got most of them, but one determined bugger was stuck deep. Unfortunately, it was stuck in a place that the young dragon just couldn't reach.

"He're, let me get that," John offered, taking pity on Spike. One good telekinetic yank later and that dastardly pin was free.

"Thanks man, you're a lifesaver," said Spike. "So, how're you holding up?"

"Why does everyone keep asking me that?" John sighed. "I'll be fine, really. This is not the worst thing to ever happen to me."

"Yeah, and now you can date Twilight without worrying about your whole 'interspecies relationship' problem," replied Spike, wearing the world's biggest shit-eating grin.

"God damnit!" cried John. "Did everyone know?"

"Oh yes," Rarity piped in, having returned from upstairs. "It's not like you weren't obvious about it, even if you didn't know yourself at the time."

John just sighed, but soon was laughing softly. "Yeah. Looking back, I can't believe I didn't realize it sooner. But let's worry about that later. It's lunch time."

It was already a long day for the Sun Diarch, even before Blueblood decided to grace her court. She loved her nephew dearly, but he could be a complete pain at times.

Right now, he was once again petitioning the Princess to evict the humans from Equestria for good. To use a somewhat crude human expression, he had a bug up his ass ever since a Marine had knocked him out for being an idiot one day. Despite the fact that Blueblood was the aggressor in that case, having thrown a Marine through a statue, he felt that humanity was a blight that needed to be purged from Equestria.

Unfortunately, he did have a few good points. Humanity had a much higher predisposition to violence than ponies. In the past half-century alone, Earth had played host to more conflict and strife than Equestria had in a millennium. She couldn't blame the humans completely, however. They were a product of their chaotic world. Deep down, Celestia knew that her ponies wouldn't be so different were their world the same.

However, despite their violent nature, humanity always strived to better themselves, no matter how many times they stumbled.

"I will take it under advisement, Prince Blueblood." It wasn't a lie. Not really, at any rate. Celestia had taken his petition under advisement the first time. However, nothing had changed in any of his other positions. They were almost the same word for word.

The fact of the matter was that, at the end of the day, Equestria needed humanities help. The Decepticons were still out there somewhere, and the Predacons had been a thorn in everypony's side since the Siege of Canterlot. Equestria had skilled soldiers, but Earth had the know-how to defeat both foes.

Plus, their technology was pretty neat.

"Is there anything else, Sunrunner?" asked Princess Celestia as she turned to her advisor.

"Just lunch, your highness," replied the Unicorn Mare. "After that, there're a few more petitions that need adressed.

The Princess barely suppressed a displeased groan as she was reminded of another colorful human expression. Same shit, different day.

The Gilded Griffon was the newest eating establishment in Ponyville, and the only one run by a non-pony. Chef Augustus saw a grand opportunity when Equis and Earth were linked, and moved from the Griffon Kingdom down to Ponyville to cater to the new omnivorous species. Granted, the only meat he sold was seafood, but it was all of the highest quality and drew large crowds of humans. Even a few local pegasi, a species that had evolved to eat seafood as part of their bodies' large protein requirement, enjoyed the chance to dine on a delicacy they'd have to usually fly all the way to Cloudsdale for.

Currently sitting at an outside table, Rarity and Twilight were munching on their salads, while Spike practically inhaled his order of hay fries. John, on the other hoof, was chowing down on a pound of crawfish, much to Rarity's disdain.

"Honestly John, how can you eat something so disgusting?"

"Like this," he replied, giving the head of a mini-lobster a loud suck. Rarity cringed at the display, but John merely grinned. "I haven't had good crawfish in a long time!"

"Was that really necessary?" asked Twilight.

"Yes," replied John as he levitated a mud bug over to her. "Go ahead, give it a try."

Twilight hesitantly took the crawfish in her magical grasp and began to peel the shell off the tail. When the meat was free, she popped it into her mouth, and a pleased smile crept across her face. "Delicious," she stated before sucking on the head, much to Rarity's chagrin. "May I have some more?"

"Waiter!" called John, getting the attention of a white pegasus with a ram's head cutie mark. "Another half-pound for my lavender friend." The waiter wrote down the order, and promptly left. "You sure you don't want to try just one, Rarity?"

Before she could answer, a distant boom sounded, as if a thunderclap had struck off in the distance. The only problem was that the skies were clear as far as the eye could see. "What was that?" asked Twilight.

As if in response, a missile streaked overhead and careened into the town hall. It exploded violently, sending wood, metal, and glass flying. Ponies began to panic, some running hither and yon, while the more level-headed ones tried to get indoors as quickly as possible.

The humans, however, had much different reactions. They were off-duty military for the most part, and as such sought out the nearest available cover. The few tourists followed the smart ponies' example and took shelter.

"We're under attAUGH!" cried John, holding his head in between his hooves as loud, piercing screech assaulted his audio receptors. As quickly as it started, the noise was silenced. "Signal jammer. We can't call for help. Get to cover you three." John transformed into his combat form and, with a flap of his great feathery wings, took off.

As soon as he was airborne, John got a sense just how screwed the small town of Ponyville was that day. Predacons were pouring out of the Everfree by the hundreds. Amongst the horde of synthetics, he could also make out the black, chitinous forms of changelings as well. "I wasn't expecting that."

The invaders' front line began to approach the town center, and began to meet stiff resistance. Despite regulations, some of the Army personnel had carried their sidearms off-base. Under other circumstances, John would reprimand such an act, but now he had other worries. A few Beretta M9's would not drive the Predacons and changelings off.

So John did what he did best, and dove straight into the middle of the action. He unsheathed his armblades and bisected a 'Con as he landed. Recovering from his abrupt landing, John swung his blades around in a wide arc. They cleaved through Pred and Changeling with ease, but there were too many, and he was slowly pushed back.

Luckily, however, he was being pushed towards the town's center, and therefore to friendly lines. At least, that's what he expected. When he breached the Predacon front line, however, John was in for the shock of his life.

The changelings had managed to capture the town center. The few human defenders had been rounded up and placed against the wall of town hall. Luckily, there appeared to be no fatalities. However, that was not what drew his attention. Standing before John was Megatron himself, holding Twilight Sparkle in his T-rex head, her mouth blocked with a rope-gag.

"Ah, the noble hero at last. Drenched in the life-blood of his fallen enemies, yes."

"What's the meaning of this, Megatron?" asked John, tensing up to spring into action at a moment's notice.

"Isn't it obvious, whelp? After months of dithering, I have finally made my move. Yes," Megatron crowed. "It is high time that the Predacons took their proper place in this world." He began to laugh triumphantly. "Now I have control of Ponyville and Fillydelphia, and with my little prize here..." he Twilight high above his head for all to see. John noticed that there was a ring of some sort over her horn, and assumed that it suppressed her magical ability. "The Elements of Harmony have been effectively neutralized, even if three of the bearers still escape my grasp."

Despite the desperate situation, despite Twilight somehow getting blind sided, John couldn't help but smirk. He knew that somehow, someway, Pinkie and Rainbow had escaped capture. he had no idea who the third escapee was, but he had other matters to deal with "What makes you think I won't just blast you right here and now?" To emphasise his point, John retracted his right arm-blade, and activated his fusion cannon.

Megatron merely laughed the threat off. "Because, you wouldn't want to hurt miss Sparkle here would you?" He pulled the lavender alicorn in close, holding her in front of him.

John hesitated, unsure of how to proceed. "Have you no honor?"

"Ha, honor? What use is honor? It only makes you weak. Now, I have a proposition for you."

"And that is?" asked John.

"Quite simple, Prime," said Megatron. "Take your soldiers and leave, and I won't hurt your little friend here." He grinned malevolently, and squeezed Twilight. Her muffled screams of pain tore through the air.

As much as John wanted to tear Megatron limb from limb, his hands were tied. Twilight Sparkle, personal student of Princess Celestia and the love of his life, was being held hostage, and he couldn't risk it. "You'd just let us go, just like that?"

"I have no quarrel with humanity or the Autobots, Prime," Megatron stated matter-of-factly. "Consider it a gesture of good faith."

John considered those words. Megatron should've known that, even if he had no bone to pick with Earth, with the recent treaty between NATO and Equestria, their combined might would come down on him hard. Surely Megatron couldn't be this stupid.

Then he realized that Megatron was desperate. His power base was tenuous at best. He needed a victory to keep the rest of the Predacons from assassinating him. Then there were the changelings to consider. What did they gain from this? Revenge? Resources? The insectoid race was a complete enigma to everyone.

John took one glance at Twilight's fearful face, and knew his decision was already made for him. He closed his eyes, bowed his head, and sighed. He looked once again at Megatron with a steely glint in his eyes. "If you harm one hair on her head..."

"Must you be so clichéd? Leave us, and no harm will come to the young alicorn." He reached over with his free hand and stroked her chin. "Oh, one more thing. The dragon..." A pair of changelings walked forwards, hauling a struggling, cursing Spike behind them. "Take him with you," he said dismissively as they set him next to the Predacon leader. With a wave of Megatron's hand, the Predacons holding the humans prisoner led them to the train station.

John took one more tear filled look at Twilight, and bowed his head, before turning to follow his men to the train station. He had a duty to fulfil now, and he would make sure they would return home. As he stooped down to pick up Spike, John had to say something. "I'm sorry," he whispered, knowing that Megatron would still hear it. The Predacon smirked, earning a venomous glare from Prime.

He cradled the weeping dragon in a vain attempt to calm the poor thing as he made his way to the train station. John was surprised to see a locomotive waiting, but wrote it off as a part of the Predacons' game plan. He stepped onto the nearly empty train just as it began to depart, heading for Canterlot Airbase. He set Spike down on a bench, and gave Ponyville a last glance before declaring "I shall return."