Transformares Fall of Ponytron

by Hairy Konquerer

Rating: teen
Tags: Princess Celestia, Crossover, Transformers, My Little Pony: Friendship is Magic, Alternate Universe, Other, Nightmare Moon, Tirek, Adventure
Length: 31735

You've wondered what the final days of Ponytron were like? look no further than here dear reader.

Ponytron has Fallen after eons of conflict against the Kulasepticons. All the Autoponies have left for the stars and one ship has just left orbit, aboard it is Celestia Prime, Leader of the Autoponies. The ship heads for the hole in space to a distant world rich with energy that could be used to restore Ponytron However the ship pursuing them, aboard it Nightmare Moon, Leader of the Kulasepticons has other plans. Which include the Autoponies end once and for all. During the scuffle the Auto pony scout Twilight Sparkle is critically injured, as she struggles to hold on to life, her life flashes before her eyes, slowing down to the final days of the war. This isn't the war, this is...

The Fall of Ponytron.

Rated teen just In case and robot gore.

Additional tag: Twilight, and Fluttershy (because of Flutterlock)

I do not own any of these characters, this is made for entertainment purposes only.

Tirek is a tag because he has the role of Starscream. Yes the other Mane Six will appear but not Pinkie as she already has her role in Transformares Prime and her character doesn't appear in this sadly.

New cover image courtesy of Cobalt Legion very awesome cover maker.

Published 2014-10-26 17:10:05 UTC
Last updated 2014-11-25 21:24:35 UTC

Chapter 1: Prologue to it's Fall

Chapter 1: Prologue to it's Fall

Many Eons ago on a distant planet, but this planet was not like the one you know about. This was a planet with ponies of 3 commonly known races: Earth, Unicorns, and the Pegasi. They were a much larger size than even horses, but kept the same shape that the ones you know about, but they were still much different. Their bodies were made entirely out of metal and could even move it around and change their shape, they could…Transform. They thrived in harmony with a fellow race called the Wirewolves on the distant planet of Ponytron. But this would not last, as with all great civilizations, this one’s came to a mighty end. A Civil war broke out resulting in friend against friend, sibling against sibling, even child against parent. Eventually, the war took it’s toll on Ponytron itself as it’s core shut down, cutting off the flow of Energon that sustained the life on it’s surface. This forced the warring factions to flee to the stars, to not only find a new home, but to find a way to restore their old one. One was left and was just leaving it’s surface, inside it was the defenders of Ponytron who had hopes of saving Ponytron before it’s core shut down, The Autoponies.

In the corridor leading to the bridge of the massive ship two ponies were walking, both were alicorns, the most rare of species among the ponies. Ironically, despite their wings they could only use them in their normal mode while in their alternate mode they folded in with the rest of their parts.
One was light purple with dark blue mane and tail, a single line of pink and violet in both, and a symbol on her flank that was a six-pointed pink star with six white stars around it. Her armor, which was just another part of her, covered her legs looking like straps, and armor on her back extending to her wings protecting them better when she was in combat. The Autopony scout, Twilight Sparkle.
The Alicorn next to Twilight was two heads over her. She was white with a mane of light blue, light green, and pink, which flowed in the non-existent wind, her wings like those of a swan, making her look elegant, despite having armor in places we won’t go into. The parts of armor on her legs were significantly larger than Twilight’s, she had wheels in between the space where her spine was between her wings, and wore gold horseshoes on her hooves, a necklace on her neck, a gold crown on her neck, and the symbol on her flank was a rayed sun. She was the very reason the Autoponies made it this far into the war and managed the keep the ship intact, She was Celestia Prime.
They both had arrived at the bridge, greeted by the sights of Wirewolves and stallions in gold armor alike. Near the command chair was a dark blue alicorn of a tight lean build, she was almost at eye to eye height with Twilight and her mane flowed like Celestia’s, only it was a dark blue like the night and twinkled. She wore horseshoes, a necklace, and a tiara also similar to Celestia but the crown and necklace were black with a crescent moon on them and the horseshoes were silver. The symbol on her flank was a polar opposite to Celestia’s: a crescent moon in a black background. Around where her right bicep would be was a white strap with a first aid symbol on it. She was the sister of Celestia, Luna, and The Medic of the Autoponies.

“We have no other option,” Celestia than looked at the hole in space the ship was flying towards. “Whatever lies beyond that portal, is our best and last hope my friend.” Celestia said to Twilight said continuing the conversation she had with Twilight. The relationship she had with Twilight ran way before the war, Celesta cared for Twilight like a daughter, and she had a vast knowledge with a love of learning. The years she spent seeing the filly indulged in countless books at the ending years of the golden age showed her that. Twilight did not speak and only nodded in agreement.

Luna got her sister’s attention as the lights sounded off in alarm. “Sister! Kul’asepticon signature detected!”

The Kul’asepticons were the reason the Golden Age and it's technologies were all but lost to war. Celestia and Twilight ran to see the signature but saw something on the view window of the Ark. It was a colossal ship, no question at least a little bigger than the Ark; it’s colors a familiar gold yellow and sea green. As if on cue for when it was seen, cables from the ship extended down than struck the bridge at the front.

Twilight was coming to from the explosion that knocked her back and was greeted by the sight of Luna with a drone by her side shining a light, and Celestia over her shoulder, a worried look on her face. When she came to, Celestia spoke. “Is she alright Luna?”

Luna looked over Twilight and gave Celestia the status. “ She’ll make it. Voice Chip is still crushed, nothing new there. She may have trouble going into alt mode though.” Twilight was annoyed at this as she remembered when she lost her voice all too well. Luna turned back to look at Twilight with drone on her right, while Celestia went to help put out fires that were caused by the blasts. “Alright Twilight follow the light.” Twilight turned her head to follow the light as it moved up to the middle than to the left. “Good your optics are A-okay-”

“Freeze!”

Both Luna and Twilight were startled by this shout and turned to see 2 wirewolves and a bat pony, which hailed from the Kul’asepticons based on the dark colors they sported.

Luna put her wings up in a manner of surrender. “Don’t Shoot! I’m a medic!” with her magic, she grabbed the drone and tossed it at the Cons, blinding all three. “Now Twilight!” A fifth leg appeared at Twilight’s right side and changed into a upgraded Neutron Assault Rifle, which she than shot at the 3 cons getting a headshot on one of the two wirewolves, while the other and the bat-pony fell. The drone flew in front of Twilight giving her ammo. “Take this, and reload, more are coming in.”
Twilight reloaded and hid behind cover, which was near Celestia. More Kul’asepticons flooded in from the broken bridge window the cables smashed through. Twilight made aim and fired. Headshot on wirewolf, holes in chest in bat-pony, vice-versa. A Bat-pony was reloading behind cover; Twilight used this as her chance and snuck around her and mêléed her as she turned around slicing her in two. Twilight turned to Celestia and Luna, who got to the controls, and the ship’s security voice called out. “Firewall breach!” than a face appeared on a hologram above the controls and it was a face that made Twilight’s Energon boil, the reason Ponytron is dead now, the reason this war began, the one who took her voice: Nightmare Moon, Leader of the Kul’asepticons.

Celestia did not hesitate to demand answers. “Nightmare why are you doing this? What do you hope to gain?”

Nightmare smiled revealing her serrated evil smile. “Simple, I get two benefits out of this, a new world to plunder for Ponytron, and the end of you.”

“You’re the reason we’ve had no choice but to leave!”

“One must destroy in order to create. You will be the Prime example.” At that last comment Nightmare chuckled than the hologram left as the cables also left.

A Wirewolf yelled to Celestia from across the room. “Celestia, one of our engines has lost power!”

Celestia growled at how pointless the fighting and lives wasted by now were. “We need those engines.” Celestia turned to Luna and Twilight. “Luna, you and Twilight stay and guard the bridge in case they go after it again, I’ll go to help defend the engines still online.” Celestia ran to a door across the room next to where she and Twilight entered. A fifth leg appeared at Celestia’s side and changed into a fully upgraded Path Blaster as she ran into the corridor and the door closed behind her.

Not at least 2 micro-cycles after she left, an explosion was heard than the ship computer’s voice was heard again. “Ark Defense systems offline.”

This disgruntled Luna. “No! Without those turrents Celestia won’t stand a chance. ” Luna and Twilight ran to a nearby console and Luna pressed a few buttons on those controls. “Twilight, take this Moleculon Fuse and replace the one that goes to the turrets.” A shaft next to Luna opened up and a Moleculon Fuse was inside which Twilight grabbed with her magic than put it on her back and she than ran to a door across the room with a Wirewolf and a guard armed behind her giving her back up in case there was trouble along the way.

Twilight jumped over a piece of the floor as it was damaged and was elevated than made a right at the corner. She was distraught at the sight of the door jammed as she could see the sparks emanating from it. This was replaced by relief as an Earth Pony held the door open using her front hooves to hold the door open.

“Twilight hurry through! This won’t hold forever!”

Twilight acknowledged the mare’s words and used her boosters to dash through the opening. Just as Twilight made it through the door, a Kul’asepticon drop ship crashed into the window of that hallway, causing the unfortunate Autoponies next to it to be sucked into the vacuum of space. Twilight held on as long as she could and still managed the save the same mare that helped her get through by holding her in her magic grip she let go as soon as the blast doors sealed up were the hole was. Now that she had a moment Twilight could look at the mare for a minute. She was Orange with some weird tan helmet on, blonde mane and tail, and three apples on her flank. The mare couldn’t thank her enough. “I owe you mah spark, name’s Applejack, already know you Twi. You mind if Ah call you that?” Twilight shook her head, as she liked how it sounded. A fifth arm with a Scatter Blaster attached appeared at Applejack’s side. “C’mon let’s get to those guns.” Luna’s voice was heard on Twilight’s Comm-Link.

“Twilight, the power to the guns is back on but the Cons’ have the controls and fried the Fuse to the lift going to it. Maybe you should use the one I gave you to get it up and running again.” Twilight nodded agreeing than made her way towards the Turrent controls, now with Applejack at her side. They approached the lift to the controls and Twilight saw a broken Moleculon Fuse by an open port. She put the fuse Luna gave her into it and got on the lift. Luna’s voice was sounded off again on her Comm-Link.
“The locks are jammed. You might destroy the power lines in it if you use your gun. Try a more manual fashion.” Twilight ran to one lock and hit it, her blade hidden under her right foreleg coming out to do more damage, and the lock shattered. Applejack thought ahead of her and did the same thing to the other lock breaking it, allowing the lift to start moving. They past a door allowing them to see a Dog’o War charge at several Autoponies firing at it, all shots just bouncing off it, most of those several losing their sparks to the Con. They passed another door and Twilight couldn’t help herself as she somehow fired her Neuron Assault Rifle at the White, Blue maned unicorn as She directed her minion to their next duty in a cold metallic, yet harmonic musical tone.

“Rumble, Clear an Entrance.”

Applejack managed to calm down Twilight as Twilight remembered that Unicorn looked at her with a smile on her face as Nightmare made sure if she couldn’t get Twilight to tell her the Autopony secrets, she wouldn’t tell anyone anything again. Twilight came out of her brief anger, They turned to the hallway seeing a cable in pierced in it’s middle but they looked up and saw a aqua-green jet blow up the line of it, causing a chain reaction and the explosion from there stemming to the cable’s end blowing it up, and causing several pipes in there to ignite, spewing out flames.

“Those flames will fry your coiffure, I’d suggest you dash for it.”

Twilight and Applejack Nodded to each other and full on sprinted to the other side, Luna’s advice proving right as they could feel themselves getting more fatigued as they reached the end.

“You’re near a ration area, Take a Energon Cube than move on.”

Twilight did not hesitate as she felt like one more hit and she would go offline. Applejack however took her time and grabbed one, as she had gotten a upgrade, so now it would take twice as much to take her down. She turned to Twilight as her breathing calmed down as health returned. “Remind yourself to head to Teletran 1 when this is done.” Applejack said to Twilight as she opened the door revealing a Kul’asepticon Wirewolf manning the gun controls.

Luna was monitoring her progress and noted where they were. “Any shots at him could fry the controls. Try jumping him.”

Applejack ran for the Con and grabbed onto his head, causing him to flail trying to get her off. Twilight followed, running towards the both of them an to the side, ramming into him as Applejack jumped off him, unbalancing him, as her fell into the shaft on his left down below. Twilight went to the controls and turned them on again, causing the guns at the outside windows in front of her to turn on then proceed to fire at the ship next to them, which Twilight could now get a better look at. The thing that surprised her was the color: it was the Exact same shade of Dark Green and Gold Yellow as Saddle Rager Station that she faced With Celestia and Spitfire before the Core shut down. Applejack than touched her ear to her Comm-Link to talk to Luna. “Luna, the guns are online. Where’s Celestia? We’re heading to her now.”

Luna knew what Applejack was thinking of doing and wasn’t going to help.“ I’m not searching Applejack. You’ll only get hurt or worse, and Celestia blames herself enough as it is.” Twilight knew Luna was wrong in one way, as she could sense Somehow, Celestia needed her help it was like something a child could sense about a parent.

“We need to help her. She’s the only reason we’ve even made it this far.”

“Yes but the toll it’s taking on her is worse. I’m not going to--”

A voice could be heard that interrupted Luna’s sentence but this voice sounded like someone’s voice in a front of a fan and with a hint of static. Luna knew this voice all to well to ignore it. “Luna…Please… I need to help her.”

Luna couldn’t ignore this, as she knew she was wrong on one point. “Alright Twilight… For you.”

This shocked applejack as not only did she hear the voice on the Comm-Link, but saw the same uttered words leave Twilight’s mouth as where her Voice Chip sparked as she spoke. She went to hug Twilight, as she felt more sorry for Twilight than she has ever felt for a Pony or Wirewolf in her Life Cycle and broke the hug as Luna’s voice spoke. “Found her! She’s taking Nightmare head on!” A cable was outside the window and prepared to strike. Twilight saw this and tackled Applejack into the shaft next to her as the cable smashed into the room. Twilight and Applejack got up and looked around seeing the Metallic corpse of the Kul’asepticon they just took out.

Luna’s voice was heard again. “Found you! You’re near a door that’ll lead you straight out side and an archway that should be a technical shortcut to the engines. Twilight, the fall must’ve kicked you’re T-Cog back into place, that’ll get you there faster. You girls know the drill, Transform and Roll Out!”

Applejack grinned at this than looked to Twilight. “Race ya?”

Twilight showed the same sentiments as her voice chip sparked a little. “You’re on.”

They ran to the door as it opened and both girls transformed. Twilight into a small oval-shaped car with four wheels that hovered forward a she moved. Applejack transformed into a bigger oval-shaped truck. And both of them accelerated causing the four wheels on both of them to shift in and spin as they boosted. As the other Autoponies like Cadence found out, they could project holograms to help blend in when on another world. Twilight made a very interesting design: it was a biped with a purple skirt and the mark on her flank on it’s corner and a light blue top with the same pattern in the middle of it and two dark purple boots. Her face was more flat and the color was many shades lighter than her coat so it looked more pinkish purple and she had no horn, the only part that remained from her Pony Mode was her hair. Applejack was a similar story: she had jean skirt, top looking similar to Twilight’s shirt only it was white with her flank’s mark on it and her skirt and she had leather boots on with the hat from her Pony mode on top of her hair.

Applejack complimented about this. “Ah like how this looks, it’s always interesting to know their may be a species that looked like this.” Applejack looked at Twilight and saw her staring at her head than figured out what she was looking at. “Ah know what yer thinking. This isn’t a helmet like you think it is. It’s a hand-me down from mah-” she looked forward, her expression changed to one of panicked then she turned as a piece of debris landed where she just was. ”Yaah!” Twilight looked forward and did the same as she turned, she could see out the window the Combaticons Combined and their leader looking as blood-lustful as ever before Twilight corrected her direction than looked forward.

Applejack yelled to her over the Comms. ”Twilight! More cables coming in! We’re gonna have to Nitro-Boost!” Both of the holograms hit were the accelerator would be and the cars boosted across the way and slowed down as both of them jumped of the way as it came to an end, than transformed mid-air an landed on the floor and looked up to see a large Earth Pony Titan followed by another that were about to attack until they saw who it was. “It’s Twilight and Applejack stand down.” The first one spoke to the other. The other one saw whom he was talking about than she looked to the other Autoponies. “Twilight and Applejack, Coming through!” Twilight and Applejack ran past them and to the door at the end, and two joined them as the door closed.
When they entered several Autoponies both Pony and Wirewolf greeted them alike, one Wirewolf directed the two of them to some stuff. “We have Ammo and Energon over here in case you need some.” Twilight and Applejack walked to the guns and cartridges and refilled on what they needed than headed up the stairs to where other Autoponies were standing, about to go through the door than a Armor Recreator rose up from the middle of the room and in it was a Thermo Rocket Cannon.

“Ah got this Twilight, you provide back-up.” Applejack said to Twilight, grabbing the Rocket, which intergrated into her Scatter Blaster and the Rocket took it’s place. The door opened and all the Autoponies in that room ran out into the battlefield, with Twilight And Applejack taking the lead. Several Kul’asepticons were already advancing but all it tok was for Applejack to aim her Rocket, and already a Wirewolf and a Unicorn were all that was left. Twilight quickly took out the Pony, and ran to the Wirewolf, quickly delivering a melee to her, resulting in a decapitation. Twilight and Applejack moved into the room the Kul’aseptions were just in, the Autoponies behind them stayed to hold the line incase a dropship came in. Applejack filled up on the Yellow ammo marked specially for heavy weapons, than she and Twilight walked onto the next battlefield, the engines of the Ark and were greeted by two Autopony Titans. The cover to the engine on the right let off an Explosion than its cover flew off into the portal. Luna spoke into the Comm-link channels of Twilight and Applejack. “You girls are nearing Celestia position but I’d suggest you hurry it up, More Kul’asepticons are coming.”

Luna was correct as more of them came in, blocking the way to the engines. The Titan closest to noticed this. “You guys move forward, we’ll cover you” She said than turned to her partner than they both proceeded to lay down fire on the Kul’asepticons distracting them long enough for Twilight and Applejack flanked them and made it to the other side, but had to squeeze through the as some of the piped were wrecked and blocked a bit of the way. Luna found their location than tapped into their channels. “The scans should show Celestia is right on top of you.”

Twilight and Applejack looked around not seeing her, than were hit as Nightmare Moon threw Celestia through the smoke. Applejack fell to the side of a crashed dropship, while Twilight almost fell into a spinning turbines but managed to grab onto something to prevent that. She dragged herself up and out, and saw Celestia and Nightmare sword fighting, Nightmare certainly looked different, she looked as though she trained harder than any gladiator of Kaon ever did, and she was still the slender demon Twilight remembered but she was larger than before and had little armor on, before she had lots of armor to make herself look more menacing, but this was on a whole new level as she was the same, but the armor was smaller. Nightmare managed to knock Celestia back than took a Missile launcher attached to the Damaged dropship.

“This oughta do the job.”

Celestia warned Nightmare as what was about to happen. “Beware Nightmare, even if you succeed to end me, others will rise to end your tyranny.”

“Than I’ll just have to KILL you all!”

Celestia braced herself as the blast came, but opened her eyes as she heard a static voice cry out, than something jumping in front of her.

“NO!”

As soon as the object got hit, it rammed into her and she fell to the ground she got up and was horrified as her fear was right when she saw the Purple Alicorn on the ground with a deep wound in her chest.

“Twilight!”

She ran to her and lifted her from the ground, an orange Earth pony joining her. Everything flashed before Twilight’s eyes, Her birth, the time in the library she spent, the laughter she sometimes shared with Celestia, the war, Nightmare changing her life Forever, it all went by so fast, but than it slowed down as the final days of the war came…

Author's Note

The next chapter will come soon so don't fret. Chapter 2 will feature the Origins of Fluttershy and her anger giving her the role of Grimlock.

Chapter 3 Defend The Ark

Bulk had finished giving the troops a pep talk than spoke to Celestia. “Care to do the honors? Ladies first.”

“I’m flattered Bulk but this is your show.” Celestia said touched that beneath that war veteran attitude was a gentlecolt.

“Suit yourself, Alright troops, let’s go!”

Everyone was all-amped up by his speech and acknowledged it. “ALL RIGHT!!”

“YEAAAHHH!!!!” Bulk shouted giving out his signature battle cry. Everyone charged forward killing a few Kul’asepticons that were advancing on the doors and moved onto the area, seeing the entrance to the Nerve Center and Several Cons’ attempting to break in.

Celestia shot at a vent on her left making a way for the others to come in while she went for a direct assault solo. She triggered her Gambler upgrade taking out 5 Cons than switched to the Rift Combustor, taking out the remaining 10, which were huddled by the door trying to get it open. Bulky and the others came in by her and were awestruck at how fast Celestia took out every Kul’asepticons trying to breach the Nerve Center. Celestia than Directed Bulk to the explosive on the doors to the Nerve center, which then armed itself and began to beep.

“Bulk, get that Depth charge off the door, I’ll cover you-”

A guard approached Celestia interrupting her. “Celestia! More Kul’asepticons inbound!”

Celestia nodded than went to a lever facing the outside. “I’ll take the Turret you cover the Depth Charge.” She pulled the lever down and a turrent rose up on the right of it which Celestia took control of than armed. A mare looked up than shouted. “Dropship inbound!” As a Kul’asepticon dropship approached circling around like a Scraplet. Celestia aimed and shot at the engines, which did more damage than hitting the bulk of the ship itself as the rockets, began to smoke than exploded as the debris fell.

Celestia than went back to the door and with Bulk, grabbed the depth charge and slowly removed the charge from the door and placed it away from it. Celestia left Bulk outside to guard the entrance as it closed behind her while she proceeded to walk inside, over a few stairs, by some Autoponies and met up with a white unicorn with a purple mane and tail in locks. The Unicorn turned to Celestia, as she was about to speak to her. “Rarity what is the sit rep on the Ark?”

“The Arks shields are still online all though I can’t say how long it’ll stay like that. There are some artillery pieces outside. There pretty dated but-”

“We don’t have enough Energon.”

“We can direct some of our reserve into the shells but to activate that part of the system to allow it in you’ll need to perform that manually.”

Celestia nodded than made her way to down stairs to where some more Autoponies were than grabbed a Dimensional Rift T.E.C.H. She turned and saw that there was a fizzling on the door that than stopped. Without a second thought, she tossed the T.E.C.H. at the door as the Kul’asepticons on the other side came through, only to be sucked into the vortex created by the T.E.C.H. than their parts scattered as the Rift exploded. Celestia walked in and walked to the Teletran 1 in front of her, switching out the Chaos Rift Combustor for a Thermo Rocket Cannon. She walked to the right of the Store and into a room where a mare and female wirewolf were pinned down by 5 Cons. Celestia aimed her Rocket than fired, terminating 4 of the 5 than quickly switched to the Path Blaster delivering a headshot to the remaining Con.
She saw the exit leading to the controls on her left and used her wings to fly over where Mares and Wirewolf’s were waiting. One mare of a mint green coat and a harp on her flank approached her. “Lyra, what’s the situation?”
Lyra reported the situation happily as she examined the Corpses of Cons around her. “Cleared out the Kul’asepticons so you could-” Lyra looked up and than screamed. “HIT THE DECK!!!” than a crash occurred sending Celestia to the ground.

When she came to, the sight of a Dog’o War greeted her; in all it’s black and purple glory. “Celestia Prime… what a pleasant surprise.” It raised its right spike for a hand but was interrupted as Lyra emptied the round of her Neutron Assault Rifle into it’s back, severely weakening it. It turned to Lyra and was about to kill her had Celestia not shot several rounds and a Gambler into it’s back causing it to explode. Celestia than turned to Lyra, seeing several injured Autoponies near her. “Grab any wounded you see and take them the way I came.” Lyra Nodded in agreement than took followed her orders while Celestia flew to the controls, Thermo Rocket Cannon taking out any Dogs’o War coming down intact. She reached the controls than pulled the lever. It came down slowly but it released Energon into the system, the result being a tower rising than changing into a gun pointed at the sky. Rarity spoke to Celestia on her Comm-Link. “That did it. Now you’ll have no problem getting to the controls to the Cannon positioned directly by the Ark.” Celestia than made her way back by flight and saw Lyra and the injured pinned down by troops and a Marauder… all coincidentally huddled together. Without a second thought, Celestia aimed than targeted the Marauder, than a barrage of Missiles came down, destroying it and the troopers next to it.
She made her way back to the room she came from, followed by Lyra, whom was taking the injured with some other Autoponies back to where Luna was so they could get the proper treatment. Celestia saw the only way to open the large doors in front of her was to pull the switch in front of her bringing Energon into the system there. After she did so, she walked through the corridors, and was put off by the color of pink constantly throughout the entire area. But what surprised her was the fact the room was shifting forcing her to go the other way that just opened up, only for that area to be eventually blocked. ”Rarity, are you doing this?”
“No. Why?”
Celestia was blunt with her response. “The walls are shifting.”
“There is a weird energy fluctuation there, but that might have to do with the Energon being inducted into that system as there hasn’t been any in there for a while.”
Celestia noted this as she kept walking than made her way through, seeing horror as she saw a Autopony plead in mercy only to be killed, her screams heard on Celestia’s Comm-Link. She heard another voice, one in fear attempting to do something, Celestia turned to see that same Mare up by a window… and the Red and Black Minotaur blade ready walking up behind her. “If Anypony can hear me, The Kul’asepticon is…” She was interrupted as his blade went through her spark. ”Aaaaaaah!!!” The Minotaur spoke, Hate and Evil in his voice. “If anyone can hear Me, feel free to listen as I kill your friends.” His words and actions filled Celestia with anger.
“Tirek…”
She smashed open the window and flew up to that level, Killing 2 shot gunners with her Path Blaster and the one in the middle with a slice of her Axe. She arrived in the next room, shocked by the number of bodies scattered, all Autoponies. “No…” Rarity was shocked at how quiet Celestia was for a moment. “Celestia, what is it?”
“I couldn’t save them…”
“None of us are going to be saved if you don’t get to that cannon.”
Celestia remembered her mission than walked passed the bodies, shedding a silent tear for each one of them. She made it to the outside than flew over the walls, calling a target strike on several Kul’asepticons talking to a large hologram of Nightmare Moon. She reached the area she was looking for than pulled the switch there as missiles bombarded the Cons near her. Across the way she was looking, she saw a giant pink gun rise from the ground, and she flew over, dodging shots from the surviving Cons, as she didn’t have time to deal with them. She reached where the seat of the gun was than received a transmission on her Comm as the gun powered up.
“Celestia this is Spitfire. The Ark’s shield is getting hammered by those guns!”
“Already on it Spitfire.”
Celestia aimed the gun and fired, taking out the tank and the several soldiers around it. She turned its attention to the Dropships flying above aiming for her. She fired and the debris crushed several troops underneath. She than took out the remaining tanks but the gun suddenly shut down. “What?” Celestia got out and was about to get on the battlefield when a force field blocked her and a pair of stairs appeared
leading to a door below the gun. Celestia knew she had to get back to the battle but she felt something calling her to come in deeper. as she explored, she than spoke out loud in case whatever it was, was watching her. "I do not know who you are, but i can feel your presence from within the Matrix." She came to a pair of doors that then shifted allowing a blinding blue light to fill the room. It was than Celestia knew who it was. "I ask you... no i order you, help us in our time of great need."

she saw pipes with the energon to the gun connecting to the where the light was coming from but it was not letting in Energon. Celestia saw the lever and brought it down letting in energon and brightening the light.

Cons were running to take down the Ark, excited it was about to be over when the ground opened up. a few made it to the over side, while others were not so lucky and fell in. Parts rose out and opened turning on as little blue lights, a body began to take shape, becoming more Equine as it transformed. At the front shoulders to cannons changed than flipped facing the front while at the top two towers rose than stopped. on the bottom two front hooves came out than landed firmly on the ground. At the front a cannon on the right should appeared than locked in firmly while in the center, a head came out with a mane of gold, white and violet and it's eyes opened up a bright blue emanating that briefly glowed lighting more lights and a blue Autopony symbol on her chest. Tanks drove away at the sight and one was unfortunate enough to be squished under the mare's hoof. She turned to her Right wing which held Celestia on it and spoke.

"Amore Cadenza heeds the call of the Last Prime"

Author's Note

Could someone please do a picture if Cadence as Metroplex? That would make this 20%cooler

Chapter 4 Amore Cadenza Heeds the Call

Rarity panicked at this sudden appearance. “Celestia, pardon my language but… the Slag is that?!”

“Easy Rarity, she’s a friend.” Celestia stated to calm down Rarity about the sudden appearance of this giant Alicorn.

Cadenza set Celestia down on her left side and Celestia jumped off her wing than transformed driving through the wreckage to the Warp Cannon. “Cadenza, I need you to meet me at the Warp Cannon.”

“On my way.”

Celestia rammed through the wreckage which now had several Marauders added as Cadenza rained down missiles on them. Celestia jumped than transformed mid-air flying through and shooting a few Kul’asepticons that pinned down a few Autoponies in front of them. She landed down on a ridge and with the Warp Cannon in front of her. Celestia was worried as she had no weapons that could destroy that immediately… but than a giant pink one appeared next to it.

“Cadenza, I still have control over your Targeting systems, if we Re-sync I can designate targets for you.”

“Target Synchronization at 25%”

Celestia moved to the lower floor where a Dog’o War crashed in and took it head on. She was no Nightmare Moon of Kaon but she could still put up a fight. She managed to deliver a punch turning it around than shot the Path blaster into it’s back killing it. She than turned to Cadenza who than spoke.

“Target Synchronization complete. Awaiting orders.”

Celestia then turned to the Warp Cannon and designated her target. Cadenza turned to face the Warp Cannon than Grabbed the barrel with her Right Hoof, Tore the barrel off, than smashed it into the Warp Cannon controls.

Celestia flew up and to the next level walked down the hallway in time to see 5 Cons’ shooting at Cadenza only for her to bring her hoof down on them crushing them into flat pieces of scrap metal.

“Justice.” Celestia simply stated as Cadenza walked to the next Warp Cannon. She flew up at the opening and saw a ship flying down and crashing near by and several Cons moving in on them. She talked into her Comm Link and to Cadenza. “Cadenza, I’ve found some Kul’asepticons that need to be taught a lesson.” Celestia targeted the Cons moving in on the injured by the crash site and a barrage of missiles blew them up as Celestia falcon-dived into the flames and sliced an unseen Con with her Battle Axe. When the smoke cleared, she saw several injured Autoponies, Wirewolf and Pony alike, she grabbed them with her magic and took them to where she saw several other Autoponies fighting against several Kul’asepticons and 2 Marauders pinning them down. Celestia directed Cadenza’s arsenal on the Marauders and she flew into the back of the Autoponies area where the wounded would be safe. Celestia approached the front and saw Bulky Biceps there.

“Bulk, I though I ordered you to protect the Ark.”

“We were, but the cannon shot us down before we were even halfway there.” Bulk saw Cadenza in the distance. “Who’s your friend? I’m taking a liking to her.”

An Autopony shouted to Celestia and Bulk gaining their attention. “Incoming blast!” several blasts from the Warp Cannon rained down on the plaza. Celestia grabbed the wounded she rescued and put them on her back, ignoring Bulk’s request to help carry the load. She took out several Cons coming towards her and sent her Axe through the head of the shotgunner coming towards her. She handed the wounded over to several Autoponies and grabbed the giant head blocking the entrance. She attempted to lift up the head, but got help from Bulk to turn it over allowing the entrance to open up and the Autoponies to run in. Celestia saw the Warp Cannon was close enough in range for her to target but stopped as a Dropship flew in and releasing several troops. All of them targeted Celestia but she took out her axe as began to slice up several Cons, casually switching between that and her Path Blaster. When she finished, she turned her attention to the Warp Cannon, which she then targeted. When Cadenza faced it, she simply rammed into it smashing the gun to pieces. Celestia turned to Bulk. “Bulk, take the wounded back to base so Luna can treat them.”

“On it.” Bulk directed the troops and took them back the way they came. Celestia flew up and saw the Final Warp Cannon and was about to dive in had she not screamed in pain as a shot went through her right Wing. She landed on the ground than looked around, seeing no Cons to aim at her and she didn’t see the Warp Cannon take aim at her.
She heard a ‘Hoo’ and looked up seeing the Kul’asepticon spy, Owloucious, resting on a lamppost. She aimed her Path Blaster and shot at the bird, activating the Gambler upgrade but still not even denting the cold robot. The lamppost than transformed into a white blue haired unicorn with blue hair and purple shades, while Owloucious transformed into a cassette going into her chest that opened up for him to go inside, she spoke in a musical and harmonic, yet cold and monotone voice.

“Vinyl Superior, Autoponies inferior.” Getting out of Celestia’s line of sight, Vinyl than jumped backwards.

Celestia got back to what she was doing and transformed making her way to the Warp Cannon. She rammed through the wreckage and than Transformed again walking up some stairs and met up with some Autoponies at the top holding the line as a Marauder pinned them down. Celestia aimed her Path Blaster carefully at the Dropship coming in and her Gambler upgrade did the rest as it’s engines smoked and it crashed into the Marauder. The Autoponies were able to turn the tide and moved up to a distance Celestia could target from. She reloaded her Path Blaster and saw the Gambler was the first shot and knew it would be good if there would be any fight left in the Warp Cannon.
Celestia marked the target and Cadenza came in prepared to deliver a hoof punch to the Warp Cannon when it fired directly at her chest. The giant groaned in pain and she crashed on the ground as the life left her optics, one hoof clutching at the wound in her chest.

“Cadenza, NO!” Celestia had no choice now; she ran to the entrance to the Warp Cannon and made her way through the damaged walls. She found the door into the Warp Cannon and used her strength to tear the door open, but when she did she was shot and fell back to the ground. When she looked up, she saw that ever scheming Minotaur sporting strangely Familiar Looking Pistol in his right hand. “Surprise!”

Celestia aimed her Path Blaster at him. “Tirek! --” She was cut short as he shot at her hoof disabling her Path Blaster. “Aaah!”

Two more Kul’asepticons came in and Celestia automatically recognized them. One was a dark pink flat maned pink Earth pony and the other was a dark blue Alicorn with the same appearance as her sister, but sporting a Blood Red bat-shaped tiara and necklace with boots of the same color. Celestia remembered them as Pinkimena and Selene of the Combaticons. Pinkimena kicked her down than grabbed her left arm while Luna grabbed her right. Tirek than walked up in front of Celestia smiling. “Lights out.” He than punched Celestia in the face knocking her out cold and into blackness.

Celestia began to come to as Spitfire’s voice on her Comm Link woke her up.

“Celestia?”

Her vision began to come back and she saw several Kul’asepticons cheering for the 2 Combaticons and Tirek who waved to some of them in confidence.

“Celestia, if you can hear me, the Ark’s shields are going critical, you need to take down that Warp Cannon now!”

She attempted to move a little and Selene noticed this. “Hey Meana, or guest is awake.”

“STAY DOWN!” Pinkimena than delivered a elbow to Celestia’s head knocking her back down but still allowing her to see Owloucious flying overhead, landing on the back of Vinyl, who was near the stairs of the controls, and the heavily armored Alicorn at the controls.

She than turned her attention to Celestia. “Celestia Prime. That is what they call you now isn’t it?”

Celestia responded coldly. “Nightmare Moon” Pinkimena and MirrorLuna let go of Celestia and energy chains took hold of her. Tirek couldn’t help the giddy feeling he had Received from this.

“Funny, isn’t it Nightmare? How easily I defeated the one adversary you couldn’t.”

“SILENCE!” she than fired her signature fusion cannon at Tirek knocking him off the stairs he was walking up.

“It didn’t have to come to this.”

Nightmare walked down the stairs and when she got down she looked at the 2 Autoponies chained on her right. “This is what you chose Celestia when you defied me. All of this is your doing.”

Nightmare readied her fusion cannon and aimed at the 1st Autopony in chains that screamed as the blast killed her.

“Nightmare, stop!”

“I’ll stop when all of you are dead!”

She readied her fusion cannon and aimed it at the other one. The other one pleaded to Celestia to help. “Celestia, help!” one blast and she died screaming and in pieces.

“This is meaningless. All we want is to leave!”

Nightmare simply walked up to Celestia and delivered a hard and wet smack across her face causing a tooth to come out. Nightmare than walked her way back to the controls. “Charge up the Warp Cannon. Wipe their precious ark off the face of Ponytron. No one leaves without my permission.”

Celestia stood up despite being restrained by the chains. “I wasn’t asking.”

Nightmare had grown tired of this. “Always defiant to the end aren’t you Prime?” Nightmare continued her monologue oblivious that Cadenza rose up from behind the window and opened her eyes angry at the wound the blast left in her chest. “At every turn you have thwarted my efforts to save this planet, to return it to its former glory. No More! This day it all ends Celestia, once and for all!”

Owloucious saw Cadenza at the window and hooted in panic. Alerting Vinyl as well, who had to alert her leader of this sudden reveal. “Nightmare, Look out!!”

Cadenza had ripped off the roof with her mouth than threw it away. Nightmare was not even fazed. “Stop running you foals, STAND AND FIGHT!!” Nightmare than shot her Fusion Cannon at Cadenza who rose up her right hoof and kept it in the air. Celestia than made the command and without a second thought, Cadenza brought her hoof down on Nightmare than lifted it up, the mare was still intact and was cut off by two more slams. She attempted to manage one more blast, but one more smash did the trick. When Cadenza lifted her hoof, Nightmare was no more than a crushed body with her Right hoof in the air. Celestia looked at what was left and felt sadness inside at Nightmare’s demise but that didn’t stop her from giving one request to Tirek.

“Leave. Now.”

Tirek looked at Celestia who had great anger in her eyes at him, than looked up at the giant pink alicorn and saw she was ready to give the same treatment to Tirek, He than spoke to the soldiers, his voice low and mourning.
“Kul’asepticons, Nightmare Moon has perished, betrayed by her own pride. I, Lord Tirek am your leader now.” He turned to Celestia who narrowed her eyes at him when he prepared to say his next words. “Kul’asepticons, return to base.” Tirek then rose and transformed into his jet mode flying off. Several Kul’asepticons left in the same direction he did, except for Vinyl, who clenched her teeth, and fumed silently in anger looking at Nightmare’ corpse, before transforming into her van mode and driving off in Tirek’s direction.

Celestia was on Cadenza’s right shoulder with Spitfire, a yellow Pegasus with orange firey hair who was smiling at the retreating Kul’asepticons. “That’s a sight I’ve longed to see.”

“But it may have cost us our future.”

“You mean all the Energon for the Ark is gone?”

“There’s barely enough to last a mega-cycle. All though I think Fluttershy may know.”

“Fluttershy? She deserted us.”

“She left her post for a reason I want to know why. Firefly, Dash, Applejack, and Flash are already looking for her.”

Cadenza looked at both ponies during the conversation than turned her head back to the retreating Cons.

Chapter 5 Eye of the Storm

The ship flew over the storm that had gathered in the Sea of Rust, inside were 5 ponies, Flash Sentry, Applejack, Firefly, and a blue Pegasus with violet eyes and Rainbow colored mane and tail, with the symbol on her flank being a cloud with a lightning bolt colored red, blue and yellow. Rainbow Dash, co-holder of title as fastest Pegasus in all of Ponytron with Lightning Dust. Piloting the ship was a tan Pegasus with a mane likes Dash’s but shades of black with a compass on her flank. The almost as-well known as Rainbow Dash, Daring Do.

She turned to the 3 mares and 1 stallion as she came to where they needed to be. “All right this is as far as I safely get you guys to Fluttershy’s last known location until the storm clears up.”

Firefly swatted at this. “No sweat Daring, we’ve gotten out of Way worse than this storm. Right Dash?”

Rainbow grinned at this. “You know it mom.”

Applejack and Flash were preparing to jump when Firefly and Dash we walking but Rainbow Dash was stopped by Daring. “And Sis… don’t have too much fun without me.”

“Says the mare who took an scary all-powerful artifact from under the noses of the 3 most well known Kul’asepticons with Spitfire, but without me.”

Daring chuckled at this a little. “Okay 1, you never asked if you could tag along, and 2, I didn’t get this Cutie Mark for nothing.”

Dash chuckled than walked to the door with AJ, Flash, and her Mom, AJ and Flash jumped, Firefly and Dash did but not before hoof bumping than diving right into the eye of the storm.

Flash had landed on alongside AJ but than had to cover his face as the Rust Storms wind blew in his face. Firefly and Dash landed in front of them, doing the same as he did, moving forward to where the ship signal was coming from.
They stopped when they came up to a bunch of debris blocking the way in. Firefly stepped forward and used her grapple to pull down the debris in which the group than moved forward. The storm weakened allowing the group to see the crashed ship with a few flames. With Rainbow Dash, Firefly flew up into the cockpit of the ship to confirm their thoughts. Rainbow Dash was the one to deliver the news. “Fluttershy did use the ship. She was tracking a energy signature in here.”

The storm picked up making the ship unstable. Dash managed to jump onto a higher and more stable platform above the ship and Firefly managed to use her grapple to join her daughter. Flash and Applejack braced themselves as the ship came down and it crashed creating an opening for them to walk through. Not knowing if there was gonna be trouble when they went looking for Fluttershy, Flash brought out his unique Electro Bolter, while Applejack got out her trusty upgraded Scatter Blaster. Walking through they found a door going into an odd base than heard voices, Flash activated his cloaking while Applejack laid flat on the ground regretting her decision on picking the Kinetic Shield instead of Cloaking. The voices were coming closer and 3 Kul’asepticons ran to the door when it opened and a wirewolf stayed behind, the first one speaking. “Close the door behind us. Our lady doesn’t want anymore intruders like the last ones.” The 3 than ran through the door than it closed behind them. Rainbow responded to what the Con said in everyone’s Comm Link’s.

“Intruders? Did he mean Fluttershy?” her voice began to sound angry as she thought of what might’ve happened to her from life long best friend. “If they hurt her, whoever runs this places is gonna-”

“Easy Dash. It’s Fluttershy we’re talking about; it’ll take a lot more to take her down. And I’m more concerned on who the mystery lady is.” Flash said to assure Dash Fluttershy was okay. He then got up ready to take down the one guard that stayed outside. “But I can’t say the same for this guy- ” Flash was astounded at how Applejack beat him to it. But what else surprised him was how she rammed into the Con than and grabbed onto his head despite his struggle and managed to tear his head off. Applejack gave Flash a smirk of satisfaction than turned there attention to a wall of debris on the left of the Cons’ corpse. Flash got out a depth charge ready to blow away the debris. Applejack pushed him aside facing the debris. She turned away from it then kicked both her hind legs into it smashing all the debris to pieces. Flash just sat there, jaw agape at what just happened, and Applejack got into the building through the air vent it exposed saying only 4 words.

“Years of Apple bucking” on the other side of the door a brief scuffle was heard than something hitting the door followed by the door opening, all to a Familiar Tune.

Flash walked through and over the Con corpse on the other side with its neck snapped and two hoof-shaped dents in it’s back. Flash saw AJ up ahead gesturing him to c’mon, which he did. They turned the corner and saw a Wirewolf Kul’asepticon smirking as he was looking at something on the wall. Flash cloaked and made his way to the Con, jumping behind him than brought out his blade slicing the Cons head like a Cyber-Bagel. He turned around to see what the guard was looking at and saw a pin-up of his Friend Shining Armor’s partner, Cadence with a suggestive look on her face and in an… odd position. Flash felt hot for a micro-cycle than grabbed the pin-up than folded it up and hid it in his pocket. Applejack came by not even looking at him but knowing exactly what he was looking at.

“Keep walking Casanova.”

Flash than ran up and joined her as they walked than saw a weird green laser moving as is it was scanning something. They began to walk cautiously but then it went away. Applejack and Flash entered a large room than saw the same laser again so they hid behind a large model of a solar system. Flash peaked behind it and saw what emitted the laser. It was a tall slender green and blue robot with a single green Cyclops eye the laser came from. At the wrong moment Rainbow Dash contacted the two of them. “Guys! I finally got a good signal-” Applejack interrupted her in attempting to salvage the situation.

“Rainbow!” too late. The robot transformed, it’s eye disappearing into it as it’s upper body was now dome like with two A-4 Pulsar Cannons for arms. It shot at the model taking off the top half but still concealing Flash and Applejack. When it thought the intruder was gone, it transformed back than continued its patrol. Rainbow spoke again but whispered. “Sorry, my fault.”

Flash looked at Applejack who gestured that this one was his. He turned on his cloaking and moved behind it, he jumped on it’s back and it moved around in search of whatever it was. It felt a tap on it’s head than turned it’s head around to come eye to eye with Flash who simply said “Peek-a-boo” than decapitated it. Applejack came out and called out to Flash as she found an entrance take them closer to the signature. When they went on they other side of the door, it was an absolute mess with sword slashes marks on the walls and torn parts of wall strewn around. Flash thought out loud on this. “Sword marks everywhere, trail of destruction…” He looked at Applejack and they both thought the same thing.

“Fluttershy.”

As they moved deeper in they eventually came upon a Teletran-1 store and decided to gear up in case. As a stallion, Flash was natural to let Applejack go first. When she went into the shop, the machine spoke.
“Apologizes Applejack, there are no apples available for consumption.” Applejack huffed in annoyance at what everyone assumed had finally gotten to Teletran-1. While she flipped through to see if there was anything she would need, she asked Flash a question. “What do you think Fluttershy was doing out here in the first place?”

“Most likely checking out that energy signature, along with her team. The Colossus Strike something.”

“Don’t mean to sound rude but honestly that name is terrible.” It was no secret that Applejack could never tell a lie, and if she tried to in order to hide something for Celestia, usually it would be better if someone else was the only pony to know.
Applejack finally chose the upgrade that doubled her health and bought the final upgrade for her Scatter Blaster, which was sure to make it a Hot weapon. Flash came up and it was a similar case to Applejack’s.
“Apologizes Flash Sentry, Glass Gas is not available.” But Flash looked through and chuckled as his signature weapon, the Gas Glass Cannon was indeed there, so he got it and bought a Dimensional Rift, which would came in hand incase it got ugly. They left and proceed forward, coming to a way outside and seeing Firefly and Rainbow Dash on a ledge across from them when the storm picked up again causing a large statue to fall right on top of them. “Slag.” Flash and AJ both said in union as they fell right into a patrol of those weird sentinels. The storm was raging again so there was no way Flash was flying there, so they both went down and walked past the sentinels having to take out one from behind. They came closer to where Firefly and Dash were and found a sentinel, not in battle mode but blade ready looking over them. When it spoke it was cold and only thought of what it was programmed for “I know you came with 2 others. Where are they?”

Dash only responded in hawking a loogie directly in the Middle of its eye. It was about to launch into battle mode had Flash not tackled it and AJ grab it by the head, despite it’s head trying to sink in for Battle Mode, AJ pulled in the opposite direction, and the head tore off like a Band-Aid, the body falling and shivering from the sudden severed connection from the head. AJ walked to the debris trapping Firefly and Dash and lifted it up with help from Dash and Firefly underneath. When they got out Firefly used her grapple on a door ahead and pulled it down, she than turned to the others. “Hope you dig fighting the rest of the way to the signature.”

Dash stayed with Flash and AJ hoping to get a workout from the next part. She was not wrong as several Kul’asepticons came out from cover and began to shot at them. AJ got the closest one setting him on fire, to which he reacted by running around in circles, to which Dash punched him knocking his head off. Dash than looked at flash and his Glass Gas Cannon wondering about how he boasted about it whenever he got it. “So what’s so cool about that gun?” Flash smirked than aimed the gun at 3 Cons huddled together. He shot it and all 3 Cons were lifted up in the air than slammed down, smashing all three of them to pieces. One more came out of hiding and was about to shoot when, Firefly, still holding onto her grapple came down grabbing the Con, and like a trampoline, sprung straight back up to wherever Firefly was. They moved forward, coming up to a wall of rocks, joined by Firefly who used her grapple to pull the rocks down. They moved coming up to a bigger wall than Firefly turned to the group.

“Anyone wanna try this time, I don’t think my grapple’s gonna cut it.”

Rainbow stepped forward then faced the wall she breathed in and out… than pulled back and struck her right hoof into the rock shattering it. When they came through, they found a waste facility. Firefly than turned to the others.

“I’ve seen this before, this is the toxic byproduct of Energon.”

Flash and the others than realized when the Byproduct’s around, there’s defiantly Energon not to far away. They moved on and mad eat to an outdoor area, the storm now dead. Flash found something he needed to tell the girls about. “Girls, I’m picking up an distress beacon from… there!” Flash pointed to the hole not to far away… that was being sealed up by a cap an arm was latching onto.

They got to the bottom and faced the seal. A grin formed on Rainbow’s face. “I have an idea! Make sure no Cons make there way here.” She flew off than almost as if comically timed, several Kul’asepticons came out and ran their way to the 2 mares and Stallion. AJ was getting one shot Kills with her Scatter Blaster, Flash was watching as several Cons were floating in the area after he shot them, and Firefly was shooting, but mainly getting kills thanks to her P.O.K.E Beta. They turned and saw Rainbow Dash carrying an entire canister of the Toxic Byproduct, and some Depth Charges on it on her back than tossed it to near the lid. Dash than realized something than yelled to Flash. “Yo Flash! I forgot to add a timer on. Put a Depth Charge on it so we can pop off the lid.”

Flash complied and added one, but made sure it had a timer so they could make it away in time. One Wirewolf Kul’asepticon made a desperate move. “Quick! Get the charges off!”
He attempted to get one off but found his claws stuck on it and could not take them off. He turned and saw a smug Rainbow Dash answered his confusion.

“Super glued the whole thing.” Rainbow Dash said before flying off from the Blast and Laughing while the others hide behind cover, but Firefly could not help but chuckle.

4 Micro-Cycles later, the container blew up, destroying the whole lid, and causing the entire upper torso minus the hands, of one Kul’asepticon to fly into the Atmosphere screaming. “SLAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAG!!!!”

Author's Note

thank the makers of Equestria's Blackest Night for the Cadence picture i was able to use for the pin-up

Chapter 6 Cut and Run

Flash, AJ, Dash, and Firefly came out of cover to see the arm partially damaged but the lid destroyed, allowing them to see down into the hole, which took on a sewer like appearance.

“All right Mom, lets find out what’s down there.” Dash said to her mother Firefly, this got some objection from Flash.

“I know Fluttershy was your Protoform friend, but I did this Everyday before the war.”

Dash put her hoof to her chin and stood up on her hind legs. “Let me think about it…” she took a step forward allowing her to fall into the hole. “Nah.”

Her mom followed suit and used her grapple to get to the bottom safely while Dash plummeted and slammed to the bottom on all four of her hooves creating a small shockwave that tore up a few vines on her left. Flash spoke into her Comm. “You did that on purpose didn’t you?”

“Eeyup.”

Dash took out her Scatter Blaster while Firefly took out her Neuron Assault Rifle. They began walking down the path Dash made destroying the vines and the signal became stronger. Firefly spoke to the others as the signature began to look familiar. “Guys, the signature’s getting stronger, I think it might belong to Spike.”

This confused Applejack. “Spike? Why would Spike be down there?”

“I don’t think he had a choice.”

“How’d you know?”

“Call it a…” Rainbow Dash found something and shocked herself and Firefly when she picked it up, a large clawed purple arm… Spike’s right arm. “Hunch.”

Dash stuttered for a moment but found her composure and talked into her Comm Link as she looked up and saw a large purple dragon with green spikes on his back tangled up in webs above her left. “Guys, we found Spike.”

Flash was surprised at how fast they found him. “Is he all right?”

“I’m not sure ‘arm torn off and tangled in vines’ count as all right.”

Firefly flew up to… what was left of Spike and looked at him than spoke. “He’s in Stasis Lock. Probably enough Energon to get into his Memory Core.” She tapped his chest and it opened up, allowing her to grabbed the core and inserts it into her Right wrist. She and Dash moved ahead and was moving towards a large cavern ahead with sword slashes on the walls in the tunnel, when a video started playing at the far left corner on her and Dash’s eyes. The video was from Spike’s perspective but only enough light for them to see the silhouettes and basic outlines of some parts of the caverns. A large Mare Pegasus silhouette turned to Spike and spoke and when she did it sounded like it was over a Comm Link but was still audible.

“Quit your whining Spike, those things caught us by surprise.” At the far right corner of the video, a small earth pony mare spoke to the larger one.

“Fluttershy, we need to turn back now, Celestia can-”

“Celestia doesn’t even know were here!” Firefly heard the name and realized that huge Pegasus was Fluttershy. Rainbow Dash said she was big, but seeing her now, she was bigger than Celestia, and Nightmare Moon on top of each other’s shoulders. Her thoughts scattered when a much smaller Pegasus came into view. “More of those things coming in, and coming in fast!”

The earth pony shouted to the others as silhouettes darted around the room and some attempted to attack them. “They’re everywhere!”

Fluttershy said one last thing in that. “STAND AND FIGHT!!” she and even some of her teammates gave out a battle cry before going in slicing up several of the smaller things, before one came at Spike’s face, then static.

Dash could only think one thing and talked to the others on her Comm-Link. “Guys… did you catch Any of that.” AJ responded.

“The Screaming the Horror, followed by more Screaming?”

“All of the above.”

She and Firefly moved into the Cave and found vines had just trapped them in and then Firefly saw something out of the corner of her eye scurry through. She than enlightened the others on what they were thinking about. “Guys I think I know what got Fluttershy and her team…”

Her daughter turned to her curious. “How?”

“I think were about to meet it.”

As if on time, several wirewolf-like insect creatures attacked them and they were huge. They were the size of a Dog’o War, but as Dash just found out, as durable as a regular trooper. More began to swarm them and Dash managed to yell to her mom about this. “I think I’ll call these guys Insecticons! After they are the same kind of Purple, and just as annoying!”

More came in and Dash had an idea. Seeing a gas pipe, Dash shot at it, making an exit for her and Firefly to escape through. An unintended consequence was the fact that, it created a chain reaction, which caused toxic Byproduct to overload and was going to flood the whole cavern.
With not a moment to lose, Firefly transformed into a four wheeled motorcycle, doing a little break-dance while doing so, at this point to her it was second nature to her. Dash did the same and like mother like daughter, did a dance of her own into an assault jeep. Both vehicles drove through hole, and into a large tunnel where few Insecticons were crawling through it attempts to escape, some however meet the quicker end by road kill from Dash or Firefly. They made it to the spot they came in from and heard sounds of struggle upward. They both transformed and in sync thanks to their wings jumped to opposite walls and switching to the other at the same time as the By Product flooded the hole.
They both jumped to the same side at the same time seeing AJ and Flash on the Arm pinned down by four Insecticons. In sync, Dash and Firefly shot two each than shot the arm support. Firefly used her grapple to pull down the arm causing it to fall and sink into the water; AJ managed to jump off and Flash simply flew off landing right next to Firefly.

“What’d you find?”

Firefly heard a blink on her Comm. “the energy signature we picked up earlier just picked up again.” She turned behind her than pointed that way. “There.”
Flash transformed into his alt mode of an armored motorcycle, Dash, AJ and Firefly followed suit and drove in that direction Firefly pointed to. Dash got to the front in time to smash through the ancient door. All four of them transformed quickly at a sight to cause jaws to drop: a large tower in the distance with a claw like top shooting a bolt of electricity into the air with no signs of stopping, and in front of them, a lake of pure clean Energon.

AJ managed to find words in the awe she felt. “This could be the last reserve of Energon on all of Ponytron,” Dash finished her sentence bitterly.

“And the Kul’asepticons got to it first.”

Large cables snaked down and into the Energon Lake and began to pump it into the pipelines towards the tower. The group saw a pathway into a canyon and took that way ending up at a path with large scaffoldings above. AJ turned to Dash and Firefly.

“You two take the higher way, me and Flash will continue on foot.”

AJ and Flash transformed and drove into the canyon avoiding the corrosive water. Firefly and Dash flew up to the scaffoldings above them. Firefly found a Sniper Rifle than ducked behind cover as Slender Spider like Snipers flew in and latched themselves to the walls of the scaffoldings in front of Firefly. She looked to her right and saw Dash was gone, but than looked up seeing a few Snipers get either their head slammed into the wall causing them to fall into the water below or their necks snapped by a distorted wind. When all of them were dead, Dash uncloaked and looked at her mother smirking. They moved forward caution than quickly hid when two rocket troopers walked out and continued a conversation they had in the control room they were just walking out of. “I still don’t like it. Tirek takes control, just like that? He’s no Nightmare Moon.”

“Yeah, but better than Corona.”

“Don’t remind me. I saw what her pets did to those Autoponies.”

Firefly was curious at this. She had heard the name Corona, but she couldn’t recall where. Dash managed to take out both troopers and they flew into the doorway ahead. They came upon a crossway and several Cons stood between them and the way through. Dash Transformed and just rammed through them, knocking them into the toxic water. Firefly sighed and took a few stragglers with melees and her Neuron Assault Rifle. They made there way to another room and found Flash and AJ on a lower deck pinned down by some Kul’asepticons. Firefly smirked at Flash’s predicament. “What happened to all that Cloak and Swag?”

“Cloaker jammed on the last hit. And AJ wasn’t any help with her shouting.”

AJ could be heard on the platform even from Firefly’s distance. “Sorry if you didn’t want a sniper to turn your head into slag!”

Dash rolled her eyes and flew down there shooting several Cons to pieces and on fire proving how much easier she could get it done. Firefly followed suit and all 3 of them walked through, coming upon a walkway into a room with the Tower from earlier above them. They proceeded forward but the door was jammed. Firefly used her grapple and pulled on the gears, causing the gate to lift. AJ and Flash went, but his time Rainbow joined them. Firefly found an access point on her right than flew up there and walked through. She came into a room filled with tools and butchered Autoponies, she felt a brief shudder than walked through, coming into a hallway and seeing a terminal. She walked up to it and pressed a button on it, allowing a hologram to pop up. It showed the tower shooting a laser to shoot up into the sky, than another solar system, than the Green and Blue planet she found a hologram of in the ruins when she was sneaking around, she thought it was beautiful, but said nothing as she might as well have painted a picture or write a poem. She walked through still thinking about how is that planet so special.
She walked past the hallway and found herself on a high platform, than looked up seeing the tower even closer than looked down seeing a large control platform surrounded by some rocky ground but what surprised her was the pony on the platform talking to the large hologram of Tirek.
It was the spitting image of Celestia but her mane was much, much darker tone, sporting purple boots with a gold trimming at the top of them, and to top it off her crown was shaped like a pair of horns giving her a devil like appearence. . she than realized whom she heard the name from: Corona, the Cold Calculating Diabolical scientist of the Kul’asepticons Army.
And from the look on Tirek’s face, there was a very heated discussion was happening. Firefly managed to come in at the right time as they began to talk more. In this case Tirek. “Enough of your experiments Mirrorlestia! This Energon is meant for the Kul’asepticon army for the future campaign against the Autopony Ark.”

Corona spoke, a spitting image of Celestia’s but with an evil tone to it. She did not even sound angry. “Nightmare gave her approval on these experiments, and commanded that I continue because if the calculations are correct, they will bring forth more Energon than we’ve collected here 10 times over.” Both were oblivious to Flash as he cloaked and was prepared to come behind Corona.

“Allow me to help you get back to reality… Nightmare Moon is Dead! Terminated! I am your leader now and you will do as I command: cease these worthless time wasting experiments and prepare to transport the remaining Energon to Kaon.”

Flash was close enough and about to take down Corona had his cloaking not screw up then and there. Allowing him to be spotted. Corona saw Flash from the reflection in the window, unfazed by this new development, she dodged Flash’s blade saying one final statement. “Your argument,” she punched Flash disorienting him momentarily before he came to his senses, but not before Corona grabbed him by the head, finishing her statement, and allowing him to see her eyes, her right one normal, her left one having a white film over it.

“Is Illogical.”

She than slammed his head into the console destroying the projector for Tirek’s hologram causing it to vanish. Flash managed to get out of the hold on his head in time for RD and AJ to ram her causing a three-way fight. Firefly took out here sniper rifle than fired, hitting the console causing an explosion. Corona threw RD and AJ off than turned to Firefly seeing what happened but only sounding slightly angered at this.

“You fool! You’ve severed the fuel lines. I must reconnect them.” She transformed and unlike Celestia, she transformed into the sleek purple and white jet with gold in certain places than flew off to the fuel pumps.

Firefly flew down and joined AJ and RD while Flash headed for the Terminal than turned to the girls. “I can redirect the flow of the by-product, that should do it to blow this whole thing sky high.” He proceeded to push some buttons but then a dome closed up around him. RD, AJ and Firefly made their way to controls but stopped as Insecticons surrounded them coming up from pipes on the side of the floors walls. All three of them gave them everything they got, until their guns ran empty than used there bare hooves to take them down. Flash succeeded in reversing the flow and uncovering the dome. He got out and saw several Insecticon corpses AJ and Firefly waving at him, and RD was busy tearing off the head of one and Energon all over her body. Explosions began as the reverse flow of the Byproduct began to damage the works, the door out was blocked so RD and AJ went with number two: both of them raised their right hoof and smashed it against the door shattering it. The explosions got worse, so AJ and Flash transformed than drove while RD and Firefly did the same along with their little dance. They drove through ramming Insecticons on the way and turning steep corners. Firefly contacted Daring as they drove out of the area. “Daring, we’re ready to go!” Daring responded. “Way ahead of ya Mom.”

The ship appeared over the plateau AJ, Firefly, Flash, and RD were driving up, they transformed mid-air landing in the ship as it flew away from the large explosion that just occurred, destroying the tower as well.

Firefly walked to the monitor and it brought up thankfully Celestia and not the calculating Con that looked just like her. Her voice had a hint of cheer in it, as Firefly was still alive. “Thank the Allspark you and the others are alive. Did you find Fluttershy?”

Firefly was also happy. “Better, we found a whole bunch of Energon and it looks like just enough for the Ark.”

“That’s Wonderful, we’ll send a transporter over to collect it.” Rarity came into the picture. “Those things? They guzzle up as much Energon as they collect.”

Firefly than looked sorry at Rarity's objection. “Sorry Rarity, but there isn’t enough time for us to take all the cube, cause we sure as Primus don’t have enough Titans to carry them from the Sea of Rust all the way to Iacolt.”

Rarity huffed. “Fine, it is our only option I suppose.”

Several Autoponies loaded the Energon cubes they had just received happy as they now had enough to fuel the Ark, hopefully to wherever they’re gonna head to next, not knowing they’re plans may be delayed a little longer as Tirek did not take kindly to losing all his Energon…

Chapter 7 Death from Above

The massive transport moved through the canyon, with several Autoponies in their car modes along the tires protecting it, Not knowing far above it was being watched by several Kul’asepticon and 5 in particular. They were not regular cannon fodder, they were the best of best, the Special Ops team that goes where most Kul’asepticons wouldn’t: the Combaticons, Selene, Pinkimena, Spectrum Rush,A four armed cyan demon looking female with wings and a rainbow mane, CruelerShy, and Midnight Shine. They walked away from the view as Tirek looked at them smiling, behind him a screen with a propaganda poster displayed with him on it taking a victorious pose. “Most Kul’asepticons wouldn’t even dare to attempt at this mission unless under threat, so that is why I know I can count you mares on this job. After all, who wouldn’t do it to earn the favor of the Great and Powerful Tirek?” Tirek finished his sentence taking a pose identical to how he looked in the poster.

Spectrum Rush whispered into Midnight Shine’s ear. “In a contest of ego’s he could give that Trixie pony in waste management a run for her money.”

Selene rolled her eyes at how vain he was. “Cut to the chase Tirek, what do you need done, or are we just wasting our time?”

Tirek smirked at this a little. “Feisty, I like it. We are going to get back the Energon that is rightfully ours from those worthless Autoponies. The plan is simple really, all we need is to destroy the bridge up ahead which should trap the transport allowing us to claim it, than take it back to Kaon to properly ration it among the troops.”

Selene brought out a disc and it created a large hologram of the area and the bridge that was supposed to be destroyed. “You have the plan, but here’s how it’ll get done, Spectrum Rush will scout the area ahead through the ruins, with CruelerShy providing her cover incase things get messy along the way, they’ll meet up with Pinkimena and destroy the supports, that should be able to bring it down, after which Midnight will lead in the assault to take down whatever defenses it’s equipped with on the bottom, and along with the Autoponies down there, finally regrouping with us on the top to take down those defenses than proceed to redirect it into the direction of Kaon.”

Tirek was surprised at how well thought out the entire plan was. “That’s brilliant. That’s almost enough to match my great and unequalled genius.”

CruelerShy corrected him. “What about Corona?”

“Do not bring up that loyal to a dead mare moron. It is cause of her we need to succeed in this vital operation. You know your parts, know bring me the transport for the glory of the Kul’asepticons.” CruelerShy and Spectrum Rush complied and jumped of the ledge, transforming into their respectable modes, Rush a small demonic looking rocket, and CruelerShy a helicopter. Both flew off through the ruins to get ahead of the transport.

CruelerShy flew through the ruins using her booster to keep Spectrum Rush in sight, who up ahead and showing off in flying. They had to dodge a laser or two that was set up in the ruins incase anyone was going to cut through them as a shortcut. They wreckage of this place was very familiar to CruelerShy. “What was this place anyway?”

Spectrum on the other end of the Comm link replied. “Ruins of an old Autopony city.”

“Reminds me of how we trashed Iacolt.” CruelerShy smiled a little as she remembered the destruction that happened that day. They continued through and came to a blocked way that went in the direction of the bridge. CruelerShy switched to her mortar and launched it at the door destroying it. They continued through the ruins and a mine detached from a pillar than moved to pursue Rush but CruelerShy shot at it destroying it prematurely.

“Be careful, there might be whole lot more mines.”

As if by Comedic Timing, two more mines began to chase Spectrum Rush, which CruelerShy quickly disposed of. “Gee, what told You That?” Rush said over the Comm Link with a heavy tone of sarcasm in her voice. The rest of the way went without a hitch than they both transformed and landed on a platform with the transport in clear sight. A voice shouted “FREEZE!!” and they saw several Autoponies in from of them prepared to fire. CruelerShy mearly rolled her eyes and used her Thunder Blast ability blasting all the Autoponies to pieces. The opening that showed the transport began to close, forcing Spectrum to transform and fly through the opening before it could close. CruelerShy looked to her left and used the Teletran-1 store, getting an Electro-Bolter and a Chaos Rift Combustor than moving forward getting several one shot kills as she made her way to the detour to the bridge. She transformed and boosted to a platform just outside of the bridge where Pinkimena was waiting and looked impatient. “And just where were you? You’re lucky I was prepared and brought a bunch of cupcakes. In case. I was one Rocket Trooper Raspberry from starting the Fireworks without you.”

CruelerShy shrugged off the last comment, as she and the other Combaticons were all too familiar with Pinkimena’s Diet. Selene spoke into their Comm Links as the time had come. “Enough talk girls. Meana, go ahead.”

“Whoopee!!!! You don’t know have long I waited for this!!”

Pinkimena eagerly transformed into a pink tank that aimed at the support than fired. When the smoke cleared, the support was shown undamaged by the shots. Pinkimena’s face turned into a scowl of anger.

“I am not getting denied my ‘sploding time today!”

CruelerShy rolled her eyes at Meana’s lament of being denied her explosions to a support shield. She transformed and made her way to the switch and heard explosions over the Comms and than Spectrum Rush’s voice. “Got bad news, the transport has AA guns. It almost got my paint job.”

“One thing at a time Rush. CruelerShy still needs to take out the bridge.” Selene said over the Comm, as there were more important things at the moment. CruelerShy grabbed the mirror and pulled it down but it was hard to pull down which CruelerShy complained about. “Takes so long, why don’t they just make it a button?”

“Quit complaining and hurry up.”

CruelerShy was halfway with opening the blast shield when Pinkimena fired prematurely destroying the support only for it to shift to the other side. CruelerShy made her way to the other side but took cover when two Marauders fired on her destroying a useless support behind her. At seeing the Marauders destroy what she couldn’t, Something in Pinkimena snapped and she yelled over the Comm. “PINKIE< YOU GOT SOME SPLODING TO DO!!!!”

She let out a insane cackle as she launched a full barrage of missiles destroying the Marauders and Getting through the armor and destroying the support, the system corrected itself and shifter all the weight into the middle. CruelerShy made her way through the hole into the controls as Pinkimena’s episode made a way in. She flew through the tunnels and stopped at a Teletran-1 store switching the Electro-Bolter for a Riot Cannon, expecting to get more resistance getting closer to completing the mission. She was surprised as she made her way to the switch but found no resistance. She pulled the switch and the final support was vulnerable to a DetPack, but was stopped as a large Autopony Titan rose from a platform and Aimed her X-18 Scrapmaker at CruelerShy. CruelerShy jumped out of the way as the Scrapmaker hit where she just was, than she aimed her Riot Cannon at her emptying the clip triggering the Planet Buster Upgrade, forcing the Titan to take out her drones to repair her, only for CruelerShy to use her Chaos Rift Combustor to take her drones out, than finishing it with a Thunder Blast. CruelerShy than made her way to the support than planting a DetPack.
She transformed and immediately used her boosters to make a quick escape as an Explosions filled the bridge inside and it was blown to pieces. Pinkimena managed to get to a safe distance and CruelerShy flew down next to her and noticed the scowl on Pinkimena’s face. “What are you upset about? We still gotta take out the AA guns.”

“My episode made me black out, I didn't get to see how many Autoponies I killed from that blast.” Meana said walking to where the Transport was coming from mumbling about blowing something up.

Chapter 8 Belly of the Beast

The transport continued to move through the canyon, unaware that the bridge up ahead was just destroyed by the Combaticons. Tirek looked at the transport from above the ridge and turned smiling to the Seekers, the group of Kul’asepticons that were the division that flied. He was the Air Commander before Nightmare Moon met her untimely death, and now control was given and divided up amongst the 4 best known of the Seekers, The Dazzlings Adagio, Sonata Dusk, and Aria Blaze, and Sunset Shimmer, who in some ways reminded him of a younger version of himself: intelligent, cunning, spunk, and knew how to turn a situation to her advantage. Tirek reminded himself to keep an eye on her. He then spoke to them, as the final part of the plan was about to come to fruition. “Kul’asepticons, the time has come to reclaim what is right fully ours. The Autoponies think this is where they will survive. But none of them will leave this planet alive.” He then turned around to face the ridge, and Selene ran up to stop him. “Tirek! The AA Guns are still online-”

“For the glory of Ponytron!!” Tirek said than transformed followed by several Seekers excluding Sunset and the Dazzlings, drop ships and several battle cruisers. The AA Guns took down most of which almost immediately. Selene sighed in frustration and turned to the only seekers that weren’t stupid enough to actually listen to that moron. “Sunset go provide Midnight back-up on foot to try and save this sinking ship.”

Sunset relied grinning. “Another chance to humiliate Tirek for the moron he is? You know it. Adagio, you stay here and if anyone asks, I went to help take over the transport.” Sunset transformed taking the appearance of a red and yellow rocket than flying off but than diving low to avoid detection from the AA Guns.

Midnight was the most Cunning out of all the Combaticons. Sure CruelerShy had her interrogation techniques (usually she was kind about it, but you don’t wanna know what happens if she has to go to the extreme for interrogations), Spectrum Rush had her speed and ordinance, Selene had her leadership skills and lack of fearing death, and Pinkimena had her explosive urges and her diet of Cupcakes made from her victims. Midnight however was the brains of the operations, on top of that, she was able to use or have anything, and there wasn’t any bargain she couldn’t make in the galaxy.
However that didn’t really teach her to have patience with Spectrum Rush as she was taking forever to get to near the ridge Midnight was on. Midnight could begin to make out Spectrum Rush over the horizon and readied herself. Rush zoomed by and Midnight latched on with her grapple and was pulled towards the transport. When she was in front of it Midnight jumped and transformed into a medium off-road purple truck that was joined by a yellow and red jet. Midnight greeted it. “Hey Sunset, showing Tirek the right way to do it.”

Sunset dodged a dropship as it crashed into the ground. “We wouldn’t even be worrying about this if I was in charge.”

“Give me back-up. I’ll take out the wheels.”

Midnight saw the back wheels first. She made the calculations than Switched to her Eclipse Rockets than shot at the plating to it exposing the gears. She transformed and got out her Riot Buster crippling the back wheels, but the ship still moved, Twilight saw she had to pick-up the pace so she made her way to the front, Since the AA guns couldn’t see the bottom, she flew over and landed by some fellow Cons and approached a Teletran-1 one store, grabbing the fabled Gas Glass Cannon said to be exclusive to the Autopony Flash Sentry. Not anymore.
Midnight than aimed for the Autoponies ahead taking them down with great ease, allowing her to reach the front wheels quicker than with the Riot Cannon. She stopped as an A-4 Pulsar Cannon shell stuck to her fur, forcing her to transform allowing her to get it off. She turned to the jet and shot it down than boosting to the engines. She changed and saw to stick with the Riot Buster as it took to long for her to even take out one engine with just the Glass Gas Cannon. With them done, Midnight was prepared to head upside to join the others when two Autopony Titans jumped out and set their sights on Midnight. Sunset came down and unleashed an assault of missiles on the second Titan forcing him to bring out his drones to cover him. Midnight used her Riot Cannon; the Titan than brought out her drones and Midnight took them down with the Gas Glass Cannon than finishing the Titan off. She turned to Sunset who was just about done and they both saw the four corners of the transport change, the wheels detached and it flew upward. Sunset transformed and hovered above Midnight. “Hey Mirror, need a ride?”

“Nah, I got these.” Midnight responded pointing to her wings on her back.

“Suit yourself, I’m heading back to Kaon. I have a feeling Vinyl isn’t gonna take Tirek’s take over well, and I wanna be there when the fireworks start.” Sunset than flew off onward to Kaon, and Midnight flew up to the Transport, not knowing Sunset would be more right than ever before.

Author's Note

Chapter is short as level is easiest one when you think about it.

Chapter 9 Combaticon's Combine!

Midnight Shine flew up to the Transport, dodging the occasional falling Kul’asepticon Ship. She made it to an engine room. She was going to move across but the engine blast blocked the way. She turned her Riot Cannon to the gears of the engine causing the flame to simmer down, allowing her to fly across. She saw a shaft above her than used her grapple to go into the shaft. She looked down and saw an Autopony below her. She grinned and jumped down breaking his spine. Autoponies on her right hid behind cover and an alarm went off, but that did not protect them from the Glass Gas Cannon as she shot at the area allowing her to see several Autoponies be lifted up from the ground, and one of them fell off the platform but still under the guns effects so when all of them were slammed on the ground, she was sent plummeting down to the lands below. Midnight than turned her attention to the alarm. “All right that’s giving me a headache.” She looked around and found the alarm than shot it with her Riot Blaster destroying it. “Much better.”

Midight than flew up to the next level and found a way to reach the engines. She placed a DetPack on the wall, destroying the wall and found a way to an outside engine which she than grappled onto than back to the transport at a higher level but stopped as something popped up in her head. “Wait a minute, if the Transport could fly, why didn’t it do that to begin with?” Selene than responded thinking it would satisfy Midnight Shine’s curiosity and hopefully get her to shut up. “Probably because it uses more Energon than on the ground.”

“Not really, if you calculate the total mass and-”

“Midnight shut it and take out those guns.” Midnight than made it to the guns but was flustered as she had no clue how to take it down without any heavier firepower.
She found a switch and made her way to it. The protective shield was removed and pulled the hatch exposing the shells. She shot her Riot Cannon destroying the Shells, than moved on the second hatch easily taking it out and destroying the turrents. She did not forget about the one on the other side and stopped at a higher ledge with Two Shotgunners aiming at her. Suddenly a barrage of missiles blew them to pieces.
“Thanks Rush.” She than dashed through the back as the engines began to warm up than release a barrage of heat and barely managed to make it to the other side. She saw moved across the platforms and stopped as a dropship crashed in front of her almost crushing her. “They’re still trying to board it with Dropships? I still need to take out the other gun.”

“All the more reason for you to HURRY THE SLAG UP!!” Selene shouted those last 4 words in the Royal Kaon Voice, which almost blew out Midnight Shine’s audio receptor. She than heard Tirek’s voice over the Comms. “Kul’asepticons, the mission is lost! Abort! Abort!” She made her way to the switch but found it smashed. “Uhh girls? I need to take out the Turrent but the switch is jammed.” She turned around and saw her teams drop-ship hovering above. She grappled to the top and took control of the gun turrent on top. She directed the pilot to move to the left and the right at certain times to prevent and damage to the dropship, she than proceeded to fire and did not stop. The turrent blew up and than moved to the top of the ship.

The ship’s rear hatch opened and Selene stepped forward while Midnight Shine and Pinkimena jumped onto the roof, the latter smiling as she knew there was only one way to complete this. “We need to take control of the ship. Combaticons combine into Valkyrie!”

Midnight and Pinkimena both transformed but than both spun around and took on the appearance of feet. Selene did the same and became a torso, Female Wirewolf head appearing and giving out a moan filled to the brim with lustful murder. Spectrum Rush flew behind and than the back her vehicle mode attached to the giant’s right shoulder becoming the arm and her front became a clawed hand. Cruelershy did the same from the front she went under a similar transformation. The giant than rose up a blood-lusting grin on her face and spoke, voice that yearned to bath in Energon of her victims.
“Valkyrie online, prepare to die.” She than lumbered forward and saw a few Autoponies in front of her and shooting. She than swung her claws slicing several of them to spare parts than slammed her claws on the ground creating a small radius destroying the bridge in front of her. She proceeded through and used her claw made from Mirror Dash’s Rocket mode as a flamethrower to set them all ablaze, and smashed the bridge. She saw a few rocket troopers and used the helicopter blades from MirrorShy’s Copter vehicle mode; it was doubling as a shield and a weapon. She sliced up several rocket troopers and than bashed with it, taking out the rest. Valkyrie turned a corner and saw a large group of Rocket Troopers in front of her, so she brought out her signature killer, she raised her right fist and slammed it to the ground, a mini shockwave hit the ground, another one replicated in front of the first, this repeated until it reached the rocket troopers, creating a large explosion, that blasted them all to pieces as they met their ends at the Sonic Pain Wave Attack. Valkyrie made her way through finding a turbine on her left. A trooper shouted to the others. “She’s going to the turbines!”

“No, it’s just in my way.”

She than smashed through the cover and threw the blade behind her slicing several Autoponies up. She made her way through and found the control room up ahead. She saw two turrents and saw several shot gunners in front of it. With ease she was able to smash the troopers than turrents to the hatch saying only in thing before unleashing the Sonic Pain Wave Attack in the direction of the hatch.

“Knock, Knock.”

An Autopony ran for the door as she heard how the Kul’asepticons finest are attempting at breaching the controls. Her attempts were useless as the door blew open and several of the Combaticons burst through Selene only walked through watching her team do the rest. She turned to her left and saw Midnight body slamming an Autopony under her than bringing the Autopony up with he magic than slamming her down on her right back knee. Selene turned to her left and saw Pinkimena with a blade in hand slicing a Autopony like Cyber-Sushi and shoving a grenade up the Actuator of another Autopony who than popped like a firecracker. The trio made their way up the stairs to see CruelerShy stab an Autopony through the chest. They saw the ship was losing altitude and Rush took the controls. “I can’t save this thing but I can at least give it a controlled trash.” She pulled the wheel up and the Transport crashed but was still salvageable. The Combaticons got out of an opening greeted by the Sight of Tirek and two Kul’asepticons at his sides.

“Tirek, we’ve captured the transport and the Energon with it.”

Tirek did not even care. “Only half of the glory that belonged rightfully to us!”

“That would’ve had if you thought through on you idiotic assault!”

“You dare to question my plans? Guards arrest them.”

“On what charges?”

“Questioning the command and authority of the great ruler of the Kul’asepticons.”

Selene than though on how Nightmare Moon would’ve thought differently on Tirek’s opinion, not knowing she’ll learn what it was very soon…

Chapter 10 Nightmare Moon's Return

The Female Kul’asepticon wirewolf walked into the laboratory filled with corpses of Autoponies and Kul’asepticons alike dragging a dead Autopony with her. She looked up and saw her bat pony friend sitting on top of a White cannon with shades of Blue. She was just looking around but still knew her friend came into the room and asked the Wirewolf what was she looking at. “What the heck is this place?”

“Vinyl’s lab. Just dump whatever corpse you find in here, she doesn’t even care.”

“Yeah, like this thing I’m sitting on.”

“That’s her Bass Cannon. It’s made from the best sound pieces she could find. And the remains of that SoundBlaster guy after that big yellow Pegasus chopped him up like Cyber-Sushi.”

“I’m just surprised she took Nightmare’s passing so calmly.”

“True, but I don’t think she’s gonna let it go that quick.”

“Yeah she followed Nightmare like a Dog following it’s owner, and check out the corpse in the middle of the room. Looks like it was made from the night sky.”

“Weird, almost as dark as-”

They both turned their attention the screen above them as a video of Tirek came up. Tirek had chosen to have a coronation to officially declare leadership over the Kul’asepticons. He looked no different other than skin was now a brighter red and he sported a Mohawk on his head.

“Looks like the show’s started.”

“Jerk’s on Every Channel.”

Both Cons than left the room and the doors closed behind them. So they didn’t see the Bass Cannon transform and Vinyl Scratch rise from its place. She looked up at the screen with Tirek’s smug face looking at her. She than turned to the corpse in the shackles in the middle of the room, sinews exposed with a bit of bone as well. The time for the return was now.

“Owloucious eject. Retrieve EDK Techvolt Emitter.”

Owloucious flew up and rummaged through the parts and remains, finding the gun and handing it to Vinyl. She used it fire at the two consoles at either end of the room powering up two switches. She walked to the one on the right and pulled it down and hook holding an arm matching the body’s color attached it to the socket and the limb twitched a little. She proceeded to the other one and found a bit of trouble connecting the left arm, but it twitched as it completed its connection to the body. Vinyl than turned her attention to the Left side of the room.

“Rumble, Eject.”

A small Orange coated brown-maned Colt came out of her chest, his forehooves shaped like pile drivers as he approached a shaft covered by pieces of Ponies.

“First we crack the shell, Than We crack The Nuts inside!”

he brought his right hoof down creating a small vibration, and clearing the debris allowing him to run inside of the shaft. While he went inside, Vinyl walked to a lamppost similar to one of her modes and petted Owloucious who rested on top of it.
Rumble appeared above a railing holding something.

“Here it is boss.”

A crane grabbed it and placed it on the corpses neck… revealing it as the head of Nightmare Moon herself. Vinyl than fired the Techvolt directly into Nightmare’s chest, the lifeless husk cringing a bit as each bit of it went into her, until the ammo was all gone. Vinyl than pulled a switch allowing a purple glow in a few tubes to go inside of Nightmare.

“Dark Energon infusion commencing in 3…2…1. Infusion initiated.”

The Dark Energon pumped into Nightmare, muscles and sinew rebuilding, bones sealing cracks and moving back into place, when all that was done, the skin covering over it and the fur growing back, with a newer darker coat. The eyes of the lifeless husked glowed a bright dark purple with power and her muscles toning, resulting in the lighter armor put on sealing snuggly. The body then convulsed with life as light engulfed the whole room.

Nightmare did not know how long she felt adrift, but she did know she heard a familiar voice speaking.

“Balancing audio receptors…”

in that void she weakly said the name of the one speaking. “Vinyl…?” she than felt herself go into something, than a surge of power immediately after. She than used a part of it to will herself to open her eyes.

“Visual sensors online.”

Nightmare looked her around, her sight seeing outlines of light blue before the colors balanced out and she saw other colors as well. She looked at he hooves and saw a new tone of muscle in them. “Where… am I?”

“Kaon. My lab near the Pit.”

“where is Tirek?”

She looked up and saw Tirek speaking on the screen with a brighter tone and a large Mohawk. “Kul’asepticons, a new age is upon us. Gone are the failures of Nightmare Moon.”

Nightmare Grunted and slammed her two hooves together, as this was the last straw for Tirek. “Have fun with your reign Tirek, it will not last.” She than pulled then cranes of her hind legs with hardly any effort, she than let out a yell of anger, at Tirek for his treachery than throwing an arm at the screen, destroying it. She walked forward and found Vinyl and Rumble at the entrance, Rumble holding a Riot Cannon, her signature, weapon in combat. She grabbed it allowing it to integrate into her right hoof. But she simply tore the door open and walked through, creating looks of surprise on several Autopony Prisoners as they looked like they’d seen a ghost, and Hearing Vinyl saw one last thing before walking out.

“Vinyl Superior, Autoponies Inferior.”

That was correct, as not even their Autopony City Titan could keep Nightmare Moon down. She walked through the door and than flew to the upper level with one simple flap of the wings. She walked through than heard Vinyl on her Comm. “Nightmare, Corona and the other loyalists are awaiting your orders.”

Nightmare saw a statue of Tirek in front of her and simply punched it with her right hoof, and the statue crumbled to pieces. “Tell them to wait Vinyl, this is something I’ve waited a loong time to do.” She turned a left then a right facing a platform going up into the pit. She than heard Tirek begin his speech. “My Fellow Kul’asepticons I know you have concerns about our miniscule Energon supply, and I can assure you it is of no concern. Under my rule I promise you we will have more Energon than you can possibly imagine.”

Nightmare rolled her eyes at his false promises and moved onto the platform to end this once and for all. The platform and it raised to the pit where several Kul’asepticons were watching the coronation, a large statue of Tirek in his current appearance in a victorious pose behind where Tirek was with Selene behind roped by Energon Chains, and shocked at who just entered, but Tirek was oblivious and just angry at what just happened.

“Who disrupts my coronation?”

“Coronation Tirek? This is bad comedy.”

Nightmare’s vision had become stronger than ever before so she didn’t even have to look around to see several Kul’asepticons shocked at her return as some of them were present at her seeming demise, she could even see The Dazzlings and Sunset Shimmer in the stands of the arena, The Dazzlings jaws agapes at this while Sunset was relaxed and sipping on an Energon Cube with a smirk on her face saying ‘Called it.’ Tirek than realized who just insulted him.

“Nightmare, is that you?”

“Here’s a hint.”

Nightmare than jumped into the air with one flap of her wings than dove down into the arena slamming hard into it and smash parts of the floor and sending several Kul’asepticons flying. Tirek mearly smirked. “you are no one here Nightmare, the Kul’asepticons are loyal to me now. The reign of Tirek has begun.” Tirek than took a pose resembling his statues. Several Kul’asepticons ran to attempt to kill her but she simply blasted them with no trouble. Tirek upped the anti by sending in Shotgunners who just died like the rest along with the incoming Rocket Troopers.

“Where did you think I learned to fight Tirek? This was the arena I earned my right not as a Queen, far too small, as a Empress of Kaon.”

A Dog’o War descended from the air facing her and she had just ran out of ammo in her Riot Cannon, so she ran for him head on and they both exchanged blow for blow than the Dog’o War delivering a punch with his right arm but Nightmare dodged and grabbed the arm, than twisting it the other way and a look of madness entering her eyes as her pupils dilated into marbles, feeling the lust of battle enter her body after so long as it heard the sickening crunch of broken metal than the tearing wires as she tore the arm off. She then rammed into the Dog’o War and delivered two punches to it’s face before denting it’s chest armor, creating a crack in it than making a demand to the downed Con.

“GIVE ME YOUR SPARK!”

She than tore his chest open, and through all the wires, and grabbed the spark with her Mouth pulling it out of the chamber, tossing it up in the air than chomping on it than swallowing it whole feeling the warm Energon enter her throat and turned to the sky, letting out a primordial roar in victory. She turned to the Dog’o War on her left, who was shaking and a puddle of Oil amassing under him. She smiled a sadistic smile her carnivorous teeth with freshly spilled Energon stained on them. He tried to run but Nightmare tackled him then tore him limb from limb, throwing his head over to Tirek who dodged it but it smashed his statue. Tirek was angry at how all the Con’s on the floor were dead.

“Is there no one left to challenge this… this… pretender to the throne?” Sunset then shouted as the conclusion was now seen. “You’ve had this coming a long time Tirek!”

Nightmare followed the words Sunset said and thought exactly.

“Tirek, your so called reign as a king has come to an end.” She than transformed into her tank mode, stronger and more powerful than before. She aimed at Tirek than fired at him, destroying his Mohawk, clipping his horns a little, and singeing his coat a layer or two and putting a hole in his right shoulder. He than looked at Nightmare clutching the wound. “You will pay for this Nightmare!”

He than transformed and flew off, not seeing Selene had gotten out of her bondage and turned to Nightmare. “You want us to get him, finish him off?”

“No Tirek’s plans have severally drained our Energon supplies, I will see to Mirrorlestia about that dilemma.” She turned to she a statue of her in her new form be lowered and smiled Triumphantly. “Kul’asepticons, Nightmare Moon has Returned!”

Walked forward through the legs and found the Seekers in front of her, the Dazzlings Kneeling while Sunset briefly bowed, than spoke. “Good to have you back Lady Nightmare. I am-”

“I know who you are Sunset Shimmer, Vinyl has told me about you in some of her reports. She said your ideas remind her of Tirek, but I know you know where your dear place is Sunset…”

“Of course ma’m-”

“As my second in command.”

“What?”

“I am in need of a new one since my own has proven traitorous. Mirrorlestia relies on logic but I need one with something more. Vinyl is loyal but I need someone who wouldn’t be afraid to take a risk for the cause. And you’ve seen what happened to Tirek so you know your place here.”

“I don’t know what to say Lady Nightmare.”

“No need, you will accompany me on the mission I’m about to embark on.”

“Yes Lady Nightmare. Adiago, looks like the Seekers are yours now.”

Adiago smiled at her new position as Air Commander of the Kul’asepticon Battle Fleet. Sunset and Nightmare walked though hearing the Kul’asepticons on their side’s salute and yell. “Long Live Nightmare Moon!” they found Corona at the side of a dropship ready to talk to Nightmare. “Long live Nightmare Moon, I have rebuilt the tower from the Sea of Rust to the target planet. The world is primitive but rich with raw energy. All that is left is to require a ship for transport.”

“I already have that covered Corona, continue your work, I will be pleased if your results come out as expected.”

“That is a 90% chance as an actual outcome.”

Sunset was curious as at Nightmare’s came answer. “And just where do we get a ship to hold all the Kul’asepticons?”

“I’ll explain on the way.”

Nightmare and Sunset entered the dropship and it flew off, the only chances of finding a ship that large lying in Nightmare’s selected destination.

Chapter 11 the Final Countdown

The ship moved through the sky as a few explosions happened near it. Inside the ship, Sunset was jumping at some of the explosions, Nightmare however was unfazed as she was focused on the task at hoof. On a platform a hologram of Selene appeared and Sunset walked over to the platform to see what she was going to say. “Nightmare, why are we heading this way?”

“We’re heading to the location Saddle Rager’s crash site.”

“That monstrosity of a pony? Wouldn’t be surprised if she’s still kicking.” Selene said looking at a hologram of a gold yellow hulking Pegasus mare in dark green costume with a mask that the Autopony Bulk would spring an oil leak just at the site. Sunset looked curiously as she never saw anything on Her actual appearance and was surprised at her first actual look.

“Doesn’t matter. Her power core is needed for our ship.” An Explosion shock the ship and Nightmare saw an engine had been hit and decided a little fresh air was needed. She jumped out and flew, Sunset transformed and followed suit, and the ship crashing as a blast knocked it out of the sky. They both landed on a platform looking down, finding they were closer to their destination then they though as the Bulk of the Autoponies forces was down there. Sunset looked to Nightmare than gestured her hand towards the Autoponies. “Age before beauty?”

Nightmare grinned than cracked her neck ready to fight. “You’re too kind. If only Tirek had manners like you.” she than jumped down, and landed caving an Autoponies skull doing so. Sunset watched closely at how Nightmare took out her opponents. She was flattered at the position Nightmare gave her, but it only helped her make her way to the top. She noted how Nightmare made a random hit, tearing out a spark and than consuming it. She would need to factor that in if she was going to have to fight her in Hand to Hoof combat. Selene contacted Sunset as she thought Nightmare needed help.

“Sunset, should we come in as backup?”

“Nightmare has this, stand-by.”

Nightmare than preceded to the Marauders and one of them had switched to its electrical attack in an attempt to slow her down. She only smiled than grabbed the whole thing using a combination of her Teeth and her hooves than slammed it down on the other one. Sunset made note of this, as this would be a factor in the future. She jumped down to join and found at the entrance to the facility was a large blocked door and missile launchers aimed at them. Sunset than heard a voice behind her. “No worry Lady Nightmare.” Sunset turned to see Valkyrie facing the door than raising her fist. Sunset knew all too well what was coming next and jumped out of the way as the Sonic Pain Wave Attack made it’s way to the missile launchers connected than destroyed them. Sunset saw Nightmare was unfazed at what had happened, did not even move and looked unfazed at the attack. Valkyrie than walked towards the door than pried the doors open and created a doorway for the two to walk in as the door closed behind them.
They walked in and automatically Sunset detected a large energy signature coming from ahead. “Wow! Saddle Rager station has more power than I thought.”

“All the more reason this mission must be successful.”

They moved ahead and found themselves in a medium sized room. Sunset picked up a large familiar signature and ducked behind cover. Her fears were proven correct as an Autopony Titan came in. Nightmare spoke to Sunset at what she was looking at. “Sunset what is that?”

“Autopony Titan. These guys are Bred for combat.”

“As am I.”

Nightmare shot at it until her clip emptied than the Titan brought out it’s drones only for Nightmare to smash them all then focus her attention on the Titan, tearing off it’s parts, leaving him dependent on his X-18 Scrapmaker only for Nightmare to tear it off and shove her head into his chest, a crunching sound and Sunset could see something go down Nightmare’s throat. The Titan fell to the ground with a thud and Nightmare simply brushed off her shoulders than walked through the door Sunset Smiling as this proved her hypothesis Nightmare mostly enjoyed the consumption of her enemy’s sparks. When it came to smarts, Sunset could rival Corona as she also thought of the emotional reactions a Ponytronian would have in her plans and multiple paths depending on that emotion. They made their way through the facility. They walked through a door and were shocked at what they saw: on either side, was a hind leg of Saddle Rager. Sunset’s jaw was dropped at this brutality while Nightmare just looked at it weirdly. “Saddle Rager what have they done to you?”
Vinyl than contacted both of them via their Comm Links. “Nightmare, Sunset, you can release the legs by destroying the looks on both sides.”

Sunset figured out the locks were the bright red lights and already took out two of them. “Way ahead of you Vinyl.” She proceeded through the door with Nightmare behind her, following the way and coming up to another platform and on their left was a huge chest behind a wall of lasers. “Vinyl we found her torso.” She dodged a blast form a Shot Gunner than threw the guy through a window and found that it was the room they were looking for. Sunset found the switch and pulled it down allowing the torso to move through and smash through the other side where the two legs connected to it. They moved through and into an Elevator at the end of the hall. They took it up and walked out in the open and saw the colossal head of Saddle Rager her eyes still red and her face one of anger. Sunset smirked a little. “Always wanted to see her up close.”

“Well get ready for a closer look.” Nightmare than shot her Riot Blaster at a sniper taking it down with relative ease. They walked forward and around the head and saw a bunch of controls. Sunset looked up and saw Vinyl jump from a dropship and head to the controls. As she worked on them, she than said something to the other two. “Autoponies inbound.”

Nightmare grinned, “It’s time I showed them a true Instrument of Destruction.”

The Autoponies came rushing in. sunset had switched to her Corrosive Slime Cannon just to make sure none them tried to sneak around and get Vinyl while they weren’t looking. Than she revealed in the killing machine that was, Nightmare Moon. She Watched as Nightmare delivered blast to the face of one Autopony, followed by a snap to the neck on another. Not only did she watch the glory, but also memorized some of the attacks and swings, they would be handy when Nightmare tried to go down with a fight. She than turned to look at Vinyl’s handiwork and watched a hologram of Saddle Rager transform into a spaceship and learned what Nightmare’s plan really was. Nightmare had just killed the last Autopony, and checked her cannon seeing she had only one shot left, than turned to her attention to Vinyl who gave her a status report. “Saddle Rager in deep stasis. power core at 90% functioning capacity. Estimated time of repair-”

“No, do it while she’s this way. It will give us the element of surprise on Celestia.”

“In current state, Saddle Rager’s transformation will be permanent.”

“Good. At least she won’t wake up in the middle of it and try to change.” Nightmare than turned to look at Saddle Rager. “Saddle Rager! If you can hear me, this is not a rescue mission. You failed yourself, the Kul’asepticons, and worst of all, you failed me. You will at least provide one more thing for us. A transport with which we will use to destroy the Autoponies Forever!” An Autopony made a desperate attempt and grabbed at Nightmare’s leg. “No…”

Nightmare looked at him with a face of boredom. “Such Heroic Nonsense.” She than aimed her Riot Cannon at his head, the Planet Buster upgrade kicking tearing the Bot apart as Saddle Rager’s head shifted to become more cone like.

Chapter 12 Tirek's Betrayal

The Kul’asepticon looked over the structure in front of her that went into where her boss Corona usually did her experiments. She than walked back into the room where some of the logs Corona kept track were stored. She looked at the monitor and noticed something then turned to face the two earth ponies that were watching TV. One was pink with light violet hair with silver streaks, a tiara and a cutie mark of the same tiara. The other was grey with a silver mane, a necklace, had glasses on, and a cutie mark of a silver spoon.

“Diamond Tiara! Silver Spoon! Someone’s trying to hack Mirrorlestia’s logs. Go see what’s the trouble.”

Both ponies jumped at the yell but quickly got to their feet and walked towards the stairs in the room on their left flashlights ready. Diamond took the lead and Silver Spoon followed behind her. They walked down the stairs and found the door they were looking for but found the control panel was destroyed. Diamond turned to it and fiddled with it. “Shine your light over here Silver, can’t really see in the dark.”
Silver obliged and shined it allowing them to see some weird pink residue on the damaged spot. Diamond crossed a few wires and opened the door. They resumed walking through and Silver saw some distorted wind moved towards the direction they were going in.

“What was that!?”

“Probably your paranoia getting the better of you Silver Spoon.”

They approached the spot they were looking for than Diamond turned to Silver. “You heard what Nightmare did to Tirek.”

“Yeah. Tirek’s really had that coming.”

“Do tell.”

The ponies looked at each other surprised as neither of had had said that. Suddenly a invisible force had flung Diamond Tiara across the room to the right than the left, she reach out to Silver Spoon only for a sword to go right through her chest, and her corpse fall with a thud. Silver looked around than began to visibly shake in terror at something had just killed her best friend. “W-who’s there?”

She heard something behind her and saw the infamous Minotaur they were just talking about smirking and looking at her. “Tirek! Wha-what are you doing here?”

Tirek brought out his blade. The same blade that just killed Diamond Tiara. “I hear this is where all the idiots hang out.” She only looked in terror for a minute before she struck her with the blade, quickly ending her life. “Fool.” Tirek than moved Silver Spoon’s corpse off of the console than pressed a few buttons bringing some data up on the screen. “Looks like Corona’s latest experiment is in that tower.” Tirek than turned to the entrance and made his way through. “Nightmare will pay for the day she made a fool of me. She can keep her army, I will get my own.” He found an audio log belonging to Corona and tucked it away to listen to when he got the chance. He found a guard facing the door out. He snuck up behind her and placed a DecPack on her back blowing her up. It knocked the Kul’asepticon on the other side down, who Tirek shot so he would stay down. Tirek cloaked and made his way to the Turrent, and placed his DetPack on it, destroyed the controls, placing it under his control and it turned fire on the two Rocket Troopers leaving Tirek to hide behind the wall so he could hear the Audio Log.

“Lab Report 1163. Experimentation continues. Effectively meshing Autopony source code with most ferocious creatures on the target planet. 2 large arms, and powerful claws with 2 powerful hind legs for support and a heavy tail as a counterbalance to a sharpest and heaviest jaw I have ever gazed upon. Spliced with Autopony solider Fluttershy. Further strength brought forth by rerouting most power from Central Processing system to legs, jaws, and arms.”

A smile of intrigue formed on Tirek’s face. “So that’s it Corona? You must be more twisted than I thought.” He turned and saw a Teletran-1 store. He grabbed accessed it and switched out his Scatter Blaster for the Retro Blaster and got the Glass Gas Cannon. The things Midnight Shine could get on her hooves. He cloaked and moved to the other missiles controls around the area, and 2 of the 3 console controls as the third one was deeper in that control area than the other two. He found a safe place and set off the explosives. Listening to the screams that followed after, bringing a smile to his face.
He transformed and flew to behind the farthest tower and changed back taking the helmet with the Mohawk on top giving him his look from his coronation. He flew to the final area and found the way in but could only get in through the top. Before he jumped in he saw something in the distance. A large tower shooting a beam in the air. “The tower from the Sea of Rust. What a waste of time and Energon. Your mind really is a one track processor isn’t it Corona?” he cloaked an jumped down, right behind a Kul’asepticon guard, Tirek took advantage and gave the guard kick to the Gearbox than put a DetPack on him blasting him to pieces. He walked through but than quickly hid as a Guardian scanned near him. It made the fatal mistake of turning around allowing Tirek to plant a DetPack on him, resulting in it being destroyed. Tirek than simply walked the rest of the way, a guard suddenly popped up at his side, and ran at him. Tirek looked unfazed and simply raised his blaster to in the guard’s direction and landed a headshot to the guard, causing the guard to float passed him and dissolve into a pink nothingness.
Tirek approached the controls and placed a DetPack on it destroying the last one allowing the blast doors to open letting Tirek out. He transformed and flew to the last control panel, and placed the DetPack on it, than allowing him to into the tower, in which he dodged direct collision with a few fliers equipped with A-4 Pulsar Cannons. He flew through the tunnel and saw cables underneath him power up.
“The power restoration the tower is happening faster than I thought.” Tirek kicked in his boosters and flew faster through the tunnel. A wall ahead of Tirek closed and he stopped directly in front of it and destroyed the cover below him, allowing him to peek from the vents above and see 4 Kul’asepticons walking below him. The one in the front was Obviously Corona but behind her was a purple earth pony in a jumpsuit with a green tentacle like mane, a red teenage dragon, and an orange Earth Pony in the back with a Black Hat and Black handkerchief around her neck. Tirek had jumped in just in time to hear a discussion.

“The test subject shows discomfort even when just observed. I assume the tests were done incorrectly?”

The one in the back responded, a country accent coming out. “Ah can assure you, the tests were done exactly as you instructed.”

“We shall see MirrorJack.”

Tirek crawled through the vents and saw a cord to his left glow blue and the lights flicker, he heard a distant grunt of pain, a mare from the sound of it. “Must be quite the test going on.” Tirek muttered to himself as he jumped down to the same floor level Corona was just on, thinking it must be very important for Corona to see to it personally. He proceeded through and found himself looking down on Corona and her acquaintances looking at a Pegasus mare locked by two arms holding her at her sides. Tirek made a second look and recognized this as Fluttershy, the mightiest of the Autoponies warriors from the battle at her home. Tirek remembered her as he saw her personally tear the Late SoundBlaster apart Servo by Servo and crushed his head. How Vinyl required the remains was beyond Tirek. He then realized Fluttershy looked substantially different, her front fore-hooves looked like striped gauntlets, her legs were spiked, her wings now bat like and her body now looked like a wirewolf shell with the Autopony symbol on her chest. He came back to reality as Corona spoke.

“Lab Report 1168 changes to test subject are at expected levels. Strength levels have increased tenfold by taking away power from all but the most basic of cerebral functions.” Corona turned to the dragon that was near a control panel. “Garble, administer Stress Test number 25.”

Garble pressed a button than orange electricity shot at Fluttershy causing her groan in pain but she didn’t even move. The purple earth pony remark on it. “Tasty.” MirrorJack scowled at little. “It hardly even flinched. Let me play with her.”

“In due time, MirrorJack.” Corona than directed them to follow her through the door out. Tirek followed the way on the Platform he was on to a control both with a Kul’asepticon Wirewolf monitoring the controls. Tirek placed a DetPack on his back, and tried to run but the Con already spotted him. “Nice try Tirek!” he slammed Tirek’s head onto the console than flung him out the window in which he landed on the lower floor in front of Fluttershy and looked up at the Con. “you have another thing coming if you don’t think-” the DetPack went off and Con screamed as he flew through the air. Tirek smirked as he walked up to Fluttershy and the Con’s upper torso fell down below. “You must be the one called Fluttershy.” No response. “Shall I speak more… Sloooowllly-” he was interrupted as Fluttershy opened her eyes growling and some lights on her body glowed too, a angry red. “I am Tirek, I know what Corona has done to you and your team. Very gruesome stuff,” Tirek turned around in which Fluttershy struggled and tried to pull her locks off. He than turned around to face her and she stopped struggling. “But what is a Fluttershy to do? Celestia has surely written you off, and you’re clearly to dumb to think for yourself, so here is my offer: you will swear your allegiance to me, you will do my bidding, and in return, I will set you free.” Fluttershy looked at him and than grabbed him and did something that shocked him.

“No thanks. I’ll free myself!”

Tirek did not think that Fluttershy wasn’t even smart enough to speak and attempted to turn it around. “Wait! I can help you!” Fluttershy did not care and threw Tirek to the controls, knocking that helmet with that stupid Mohawk off his head.
Fluttershy than turned her attention to the Arms restraining her, and managed to tear them off. She walked forward, smashing Tirek helmet while walking forward.
She made her way to the door than pulled it apart, allowing her through. She saw two Kul’asepticons and brought out her sword. It was the same sword she used when she killed at those Kul’asepticons at her home when they killed all her friends. Luna altered it allowing her to tuck it away when she did not need it and sharpened the edge for maximum carnage. Fluttershy swung several times at the Cons slicing them to several pieces and the door. On the other side were several more Kul’asepticons all whom were running in terror. She looked over at one of them. “Where’s my team?”

“I don’t wanna get deactivated!”

Fluttershy sliced him in two. “Useless!” she than lumbered through killing several more of them and smashed the door in front of her and walked through the hallway on the other side. She threw a piece of debris to the console on the other side allowing her to walked into the room with the weird bird shaped symbol on top. She pulled the door apart and walked in. she got closer into the room and found a orange lanky Pegasus filly with light purple hair hanging above her in some kind of energy chains. “Scootaloo, what have they done to you?” A hologram appeared under Scootaloo, one that angered Fluttershy greatly, Corona.

“Welcome Fluttershy, your escape way easily predicted. Frankly I’m surprised you can even talk. 98.7 percent of your redesign was dedicated to the total destruction of your enemy.”

“Lucky you.”

Snipers flew in began to fire a t Fluttershy, who raised her shield then used her wings to fly up slicing up most of them then Corona spoke. “A lot quicker execution time than I expected. I will continue to monitor your progress.”

“And you’ll get a personal demonstration!”

More Kul’asepticons came in through the other side of the room that just opened up. Fluttershy cut through them like water, eventually her health was starting to go down and she found the last guy. She pulled her sword back than jabbed it forward grabbing him than stabbed him 3 times and chopped him in half and chomped down on the Energon cube she got out of it. Fluttershy than heard something from behind her. “Fluttershy?”

“Scootaloo. You’re alive.”

“Fluttershy get me out of here!”

“How?”

“I saw two guards trigger two keys in unison to lock me in.”

Fluttershy found an explosive and walked to where another one was. She found one and tossed the explosive to that one shorting it out. “Good now get the other one.”

“Yeah, I got it!”

She grabbed the their explosive and threw it at the other one shorting that one. The console in front of her turned on so she sliced it. A robotic voice went off. “Restraints unlocked.” Scootaloo screamed as she fell out and somehow transformed into a phoenix and flew around, a quick laugh came out of her voice before she hit a support and fell to the ground transforming back into her pony form.
Fluttershy found a door nearby and smashed it. Finding an audio log on the other side. She was about to play it when Scootaloo spoke. “That was awesome! Can you change form?”

“No, everything’s different.”

“You mean better.”

“No, just different.”

Fluttershy than played the log, and a hologram of Scootaloo’s alt form came up.

“Lab Report 1164. With thin membranes stretched from it’s frail arms to it’s narrow torso with the protection of feathers, together with it’s razor sharp jaws, the naturally occurring aviant seems almost perfectly designed to bring death from above. Almost. With only minor modifications to the Autopony Scootaloo’s source code due to her age making it easy to manipulate, true perfection appears to be have been attained.”

Fluttershy Kept the Audio Log, as she would need it when she was going show how truly demented Corona was. She caught up with Scootaloo and they walked finding their way to another corridor with the path lowered and a Kul’asepticon on the other side. Scootaloo smirked. “Watch this.” She than transformed, doing a loop-de-loop and laughed. “I love being able to fly again.” She than rammed the Con into the control panel than flung him over and out the window. She transformed and pressed a few button raising the platform up. Fluttershy walked across to the door and pulled it apart just as easily as the others. Scootaloo was awestruck. “I don’t remember you being that strong.”

“Makes two of us.”

She walked down the hall and looked to her left finding a door covered by a Teletran-1 Store. She simply used her sword to destroy both and found an audio log on a panel along with a gun covered by a holographic sphere. When she played it, a hologram of Mirrorlestia cam up with the gun integrated into her right hoof.

“Corona’s log: inspired by my enhancements on the Autoponies, I have decided to create a few upgrades for my personal arsenal. When finished this Sling Shock could generate power to rival even Nightmare Moon’s.”

Fluttershy found the guns blueprints right next to the projection and grabbed them, seeing how a gun that powerful could go a long way in Autopony hands. She joined Scootaloo and saw her looking out a window looking at several Insecticons begin dissected. She turned to Fluttershy. “Is this what Corona did to us, cut us open and put us back together?”

“You don’t remember?”

“No… do you?”

“Everything.”

“I think I was in a room like this with Apple Bloom.”

“Where is she?”

“Don’t know, might be this way.”

Fluttershy followed Scootaloo through the hall and they found themselves in a room with a large gun at the other side. Corona’s voice could be heard and a large red teenage dragon was seen at the other end. “This is Garble, he is going to test you.” Garble got into the gun and began to fire and Scootaloo and Fluttershy, they both dodged and Scootaloo pressed a few buttons on a console causing a fuel pod to come pop up. “Fluttershy! Grab that-”

“On it!” Fluttershy had already grabbed it and threw it at the gun. While another one was coming up, she grabbed pieces of debris and threw those things at the gun and eventually some Cons came in attempting to back to now flaming gun up. Fluttershy grabbed the nearest Con and threw it at the gun causing it to explode than randomly shoot out, killing of the remaining Cons. Than it crashed and Garble was dangling out of the Cockpit. Fluttershy walked up to him. “Garble,” She grabbed him and he struggled a little. “Quit squirming.”
She slammed him on the ground than slammed his head into the console in which a robotic voice replied. “Facial recognition recognized. Access granted.”
Fluttershy flung Garble across the room than moved forward through the door. Scootaloo than caught up to Fluttershy. “If we’ve got new forms, than we need a new name. Colossus Slice Omega never did roll off the tongue.”
She transformed a boosted through the corridor, triggering the shield and preventing Fluttershy from getting through. She saw a console on her side as well as Scootaloo’s. Scootaloo got an idea. “Let’s hit the console’s on three. One-”

“Three!”

Fluttershy smashed her console followed by Scootaloo and the shield came down. Fluttershy dashed for the end and managed to ram right through the door, but she could still see the logo under it: a rabbit. Scootaloo flew in a talked to Fluttershy. “Yeah this is Apple Bloom’s room.” They looked around and saw the place trashed. “She’s not here. Maybe Apple Bloom escaped?”

Fluttershy looked at a hologram of Apple Bloom and watched it transform into a rabbit with one horn on its nose. “Maybe.”

Scootaloo flew around and landed at the edge of the gaping hole in the middle of the room “Something big went through here.”

Fluttershy looked down and knew there was only one way to find out. She jumped down not knowing what might come next.

Chapter 14 Fluttershy Smash

Fluttershy slammed down into the hole of the floor and started to walk forward. Scootaloo flew past her down the corridor. “Looks like this is Apple Bloom’s trail, I’ll scout ahead.”
Fluttershy ran after her, as she may have been different from before the war, that didn’t mean she didn’t care for the well being of her teammates. “Scootaloo wait!” the floor under Fluttershy gave out and she landed on a floor under Scootaloo. “Go on without me, we’ll find Apple Bloom Faster.”

“But Fluttershy-”

“Go!”

Scootaloo obliged and moved on while Fluttershy followed the way her path went. She came upon a collapsed room and found several Insecticon corpses strewn around the room with a green liquid. On the other side she saw three Kul’asepticons with their flashlights out. “Keep searching, that thing couldn’t have gotten fair.” They moved deeper into the room by walking into the hallway on the far end. Fluttershy walked into the room and found an audio log under the corpse of a large Insecticon.

“Lab Report 1165. Able to hear sounds from a large distance away, the front protected by a single spike and hard head as a shield, and from the rear by a spiked whip-like tail camouflaged under a furry cover, make for an excellent defensive design used in serious consideration. Steps are being taken to alter source code Autopony Apple Bloom to work flawlessly with naturally occurring specimen.”

Fluttershy deduced that the rabbit was the species Mirrorlestia combined Apple Bloom with. She moved in deeper and found the three Cons up ahead. “There’s the prisoner, Open fire!” Fluttershy brought up her shield and marched forward… only for several bugs to burst from the ground and drag the three Cons down screaming. Fluttershy walked into the hole and found herself in a hive like corridor, than the pods around her started letting out steam and bugs burst out and advanced to Fluttershy. She remembered them as Insecticons. She tried peaceful teams the last time she encountered them, but they proved peaceful wasn’t in their vocabulary. So this time Fluttershy went with option 2: slice them up. They were a lot tougher to break than the Kul’asepticons but they stayed down after becoming broken limbs and severed heads. She proceeded onward and saw a few Kul’asepticons desperately try to hold their own against the Insecticons and failing. She saw a few and threw them at the electrical wires that stuck out, so those ones got a quick but agony filled death. She sliced up a few and uncovered a hidden hole with one more electrical wire. After shorting that one out the locked door blew open, but an Insecticon jumped on Fluttershy’s back, to which she responded by throwing it on the ground than stomped on it. A hologram of Mirrorlestia appeared in front of the door on the higher level.

“Fluttershy. I see you’ve made your way to the lower depths of my tower. But your combat efficiency has only marginally improved. Your failure to change form hinders your progress.”

“Than show me how.”

“The Insecticon Mane-iac has volunteered in assisting you in unlocking your full potential.”

Fluttershy pushed the pillar on her right down to make a way up to the door. The hologram faded and coming out the door before running away was a purple earth pony with a green tentacle like mane in a purple jumpsuit.

“I remember you--Fluttershy. Do you remember me? Me? Me?” as she ran away the Earth Pony gave out an insane chuckle.

Fluttershy growled “Mane-Iac…” Fluttershy turned to the hole destroying the circuits made and found a table with a waiter’s bid and a tray with drinks on it with a card saying ‘for the giant bozo.’

“Catch me ya Bozo! If you can! Can! Can!” Mane-iac gave out an insane laugh after. Fluttershy retorted feeling as she said it before.

“Me Fluttershy no Bozo, Me queen!”

She smashed the tray than ran up the stairs she made. And ran through coming to jumping down a hole in the floor. She found Mane-iac there who dodged the sword coming and stuck to the walls on jumping to the tower in the center of an arena like pit.

“Too slow! Slow! Slow!”

Fluttershy jumped down and readied her sword to chop the pillar down.

“Once again we need to put you in your place. Place. Place.”

A large scarab like Insecticon busted from the ground and grabbed Fluttershy, than through her a few feet away.

“Look Fluttershy, it’s as big and tough as you are, I wish it went the same for ugly.”

Fluttershy new from the throw a frontal assault was useless, so when it rammed for her, she dodged and began to hit it in it’s back nonstop and jumped back when it turned around to face her. She repeated her trick and killed the bug than looked up at Mane-iac who only smiled and laughed.
“You’re pathetic, We’ll tear you apart, just like Nightmare Moon tore apart your animal friends and your hope. Hope. Hope. And like we tore apart Spike in the Sea of Rust! Rust! Rust!”

Mane-iac than bursted into full laughter. Fluttershy growled and looked at her hooves, the lines in the metal glowed a firey orange in her anger, she saw the same thing all over her body, and her eyes glowed a bright red she felt something build up inside of her and in her anger, let out a loud yell of pure rage. Mane-iac stopped and looked at her surprised and a little worried. Fluttershy just looked at her and twitched every so now and than, snarling menacingly. Fluttershy could only do one thing in her anger, and slammed first her right hoof than her left hoof down to the ground and something unexpected happened.
Her body began to shift like a puzzle, but much differently than other Autoponies, first her Front hooves shifted around and stayed in the spot they were slammed in becoming a pair of legs with claws sticking out. Her back legs shifted than became a large tail with spikes over it. Her head disappeared in the transformation and on her sides, two large arms came out with razor sharp talons, and rising form the new neck area was a large wirewolf head that roared at the sky with two large bat wings unfurling on her back. The transformation was complete and in her place was a colossal anger filled female wirewolf.
Mane-iac was awestruck at this. “Impossible, she override Mirrorlestia’s programming!” several Insecticons came out in an attempt to at least slow her down, but Fluttershy just smack a few with her Right claw, than stomped a few with her left foot, and swung her tail around knocking several of them into the air. Mane-iac did not care and continued to mock Fluttershy. “You’re weak. Give up. Up! UP!”

“Never! Never give up!” a Bruiser rose from the ground and prepared to charge Fluttershy.

“You’re not so tough. Tough. Tough.”

“NO ONE’S TOUGHER THAN ME!” the Bruiser charged only for Fluttershy to catch it in her mouth by the neck than chomped down on it, instantly decapitating the Bruiser. Fluttershy felt something else build up inside her, and when she let it out, fire cam raging out of her move setting all the other Insecticons ablaze and melted them. Mane-iac managed to fling herself over to the door on the other side of the room as Fluttershy transformed back and chuckled nervously.
“Time for me to take my leave. Leave. Leave.” She ran to the door when it began to tip over towards her and she tried to jump out of the way, only for to get trapped under it. Her head stuck out so she could see the large Rabbit hop over but stop near her to say something.

“Excuse me.”

Fluttershy looked up and for a second thought it was her old friend Angel, but than remembered this was him rebuilt. “Apple Bloom. You look great.”

“Ah feel otherwise. Mirrorlestia really messed me up inside but I’ll be ok.”

“Me too.”

“Grab mah hand, I’ll help you up.”

Fluttershy walked up and grabbed Apple Bloom’s hand, and used her sword to her help pull her up, and Apple Bloom took point. Fluttershy than spoke to Apple Bloom. “Where’s Spike?”

Apple Bloom transformed and hopped forward through the hole she made through which Fluttershy followed. “He didn’t even make it out of the caves.”

“Sweetie Belle?”

“Last I heard Mirrorlestia took her off for extensive testing.”

“Mirrorlestia…”

The found themselves outside of the hive and Scootaloo waiting for them who looked happy to see Apple Bloom. “Apple Bloom!”

They walked along and saw something in the distance. Scootaloo spoke when they saw it. “That looks like the tower from The Sea of Rust.”

“It is.”

It blasted more of the laser it emitted into the air, creating a shockwave in which it reached the three mares that braced themselves as the shockwave came to them and destroyed the path forcing her to take the other path. Apple Bloom spoke. “Then you were right, the Kul’asepticons were after it the whole time.”

“And Celestia was wrong.”

“You all right Fluttershy? You don’t seem like you.”

“Never,” Fluttershy pushed the pillar in front of her down to meet up with the others. “Better. We need to find Sweetie Belle. Let’s move.”

“I might have an idea where they’ve taken her. Fluttershy, Follow me.” Apple bloom rammed through the door in front of her but than the floor behind her gave out. But it opened a path for Fluttershy to follow. She looked to her right and found another audio log behind two orange pods she smashed than played it.

“Lab Report 1166. This strangely sleek armored spiked creature might inspire a second heavily armored defense weapon. Attempts are underway at present time to fashion a true beast of burden through the extensive manipulation of the Autopony Sweetie Belle’s source code.”

Fluttershy moved forward, making note to watch out for a white spiked creature, as that could be Sweetie Belle. She walked through and saw Apple Bloom on top facing a Bruiser. “Apple Bloom watch out those things are tough!”

Apple Bloom rammed it the same time it rammed her and with her strength tossed it into the air destroying it. “You were saying?”

“Never mind.” Fluttershy moved forward and found herself outside and several flying Insecticons targeting her and firing projectiles similar to the Corrosive Slime Cannon that Fluttershy dodged. She found Apple Bloom reach dead end on her platform and those things began to target her. Fluttershy walked up and found a cave entrance on Apple Bloom’s level but the path in between was blocked. Fluttershy found a fuel pod on her right and threw it at the spitters, taking out all the spitters attacking Apple Bloom. She found a pillar and pushed it down lowering the platform allowing Apple Bloom to advance by the cave entrance. Swarmers burst out of the ground on both mare’s levels and advance toward them. Fluttershy killed a few and saw she was starting to glow again; she slammed her fists into the ground, allowing her to transform and kill the Swarmers with relative ease. She used her flamethrower sending several of them scurrying around before they exploded from the flames created, Apple Bloom smashed the last one on her level than tuned to Fluttershy. “Heh. Ya cut through those guys like Beryllium Baloney.”

“You mean Cesium Salami?”

“No. Beryllium Baloney!”

“Cesium Salami!”

Both mares saw this argument would get nowhere and transformed back, so Apple Bloom could pull Fluttershy up and both of them walked into the cave. Apple Bloom Transformed and charged through taking out a large group of Insecticons ahead but causing the entrance to be covered by rubble after Apple Bloom rammed through. Fluttershy found a door on her left and rammed through it. She walked through and found two Kul’asepticons behind a dented door than heard a scream of pain that squeaked a little which caused Fluttershy to automatically recognized who it was, remembering the nights she slept when the filly asked if Fluttershy would stay with her when she got scared. A new fire of anger ignited inside her, powered by motherly instinct. “Don’t worry Sweetie Belle, I’m Coming!!!!”

She punched the door smashing the two Cons on the other side and Sprinted through the other Cons coming into view shield raised and smashed through them to get to her. She saw a power generator shielding some vines covering the entrance on the other side. She heard Sweetie Belle scream again and found it was on the other side of the vines and she couldn’t get through them. Her anger became great enough for her to transform, and smashed the power core, than set the vines on fire, allowing her through after she transformed back. She found her self on another ground floor and on a level above in front of her was a white alligator between two electrical arcs. “Sweetie Belle is that you?”

“Fluttershy help!”

“I’ll get you out don’t worry!” she looked up and saw MirrorJack on a platform way above both mares with two electrical rods between her smirking. “How cute, the Autopony came to save her friend.”

Fluttershy looked around her and found several Insecticons bursting out of the ground and out of pods and came at her, she found a fuel pod, made the calculations, and tricked them into huddling together chasing after her to which she responded with throwing a fuel pod at them taking all the Swarmers out quickly. Scootaloo flew by laughing at how good it felt to fly but noticed Fluttershy in trouble, and flew down helping take out some of the Swarmers; both of them could hear MirrorJack’s voice but it echoed and no words left her mouth.

“Feed. Feed. Feed.”

They finished off the Swarmers and a Bruiser bursted in through the door under Sweetie Belle and advanced toward them only to meets it’s end by the jaws of Fluttershy’s Wolf Mode’s jaws.

“Starving. Starving. Starving!”

“Is that all you got MirrorJack?”

MirrorJack growled. “You…Maximares are in for it now!” she than took in the electricity that blasted into the Insecticon, and it also zapped Sweetie Belle who screamed in pain before falling down in pain. Apple Bloom burst through a wall attempting to destroy the pillars only for her attempt to be useless.
Fluttershy knew exactly what to do and using her Alt Mode to smash the generators that popped up around the area. She destroyed the last one causing saving Sweetie Belle, MirrorJack to fall off the platform as the rods exploded and she landed on the ground, and found herself looking at an angry Flutterwolf advancing towards her. “Get away. Away. Away!” Fluttershy grabbed MirrorJack who screamed in her jaws and threw her out than stomped on her. Apple Bloom still in her alt mode and looked at Scootaloo who held a weak Sweetie Belle than looked at Fluttershy. “Sweetie Belle is hurt very bad, we need to patch her up.”
The three of them looked at the door at the entrance of where the bruiser came out.

Fluttershy pulled the door apart than walked in, the girls following her and Scootaloo and laid Sweetie Belle down near a terminal and her energy levels began to reach normal levels again, Fluttershy looked at a large table with a terminal and pressed a button on it. A hologram popped up from the table of a large purple wingless dragon with green spikes. Scootaloo looked at it curiously. “Who is that?”

“Data has it labeled as ‘Spike’. Must have been Mirrorlestia’s design for him.”

“Guess we all have new forms, we need a new name.”

Apple Bloom than thought of something. “What did MirrorJack call us? Maximares?”

“Maximare? What’s a Maximare?”

“Quiet. Keep searching.” Fluttershy pressed another button on the terminal and Mirrorlestia’s voice was heard.

“Lab Report 1167. This specimen is almost the largest out of all the inhabitants of the target world. Attempts at design were dropped after new data that the Autopony Spike did not survive the encounter with the Insecticons.”

“Spike never made it…”

Fluttershy walked to the front and pressed a button on the main console at the front and it opened large windows giving them a view of the tower shooting a beam into the air as It did before. Apple Bloom was looking at a terminal than looked to Fluttershy. “Fluttershy you better take a look at this.”
Fluttershy walked over to the terminal and saw what she was looking at. “Power’s off the scale…”

“Fluttershy, we gotta tell Celestia.”

“No! I can do this myself.”

“But I already-”

Apple Bloom was interrupted as a familiar voice came from a table in the center of the room. “Fluttershy, is that you?” Fluttershy walked to the table and saw a hologram of Celestia come up with a look of relief on her face. “Thank the Matrix, we feared the worst.”

“Nightmare is opening a portal to another world, rich with energy.”

“We cannot allow Nightmare to plunder another world the way she did Ponytron. ”

“For once, we agree.”

“You stay there, I’ll come with a few others and-”

“You’re weak Celestia, you run when you should fight. I’m taking the Space Bridge down.”

“Fluttershy wait-” Celestia was cut off as another seismic wave bursted from the tower reaching the observation deck and knocking out the transmission. Fluttershy turned to the others. “Girls, you transmit the audio logs and blueprints I found to Celestia, she’ll need it to win this.”

“But Fluttershy--”

“GO!”

Fluttershy made her way to the panel attempting to close down the shield but the controls tore out, and the vacuum pulled Fluttershy out of the room, causing her to scream as her wings froze up and she fell than Scootaloo swooped down and grabbed her. “Thanks.”

“We Maximares gotta stick together.”

She flew through the canyon laying a bit of mortar fire down on the troopers below them, she flew up and towards the tower and dodged shots from the dropship and managed to take it down, then flew up to the tower but another shockwave hit, disorienting her and causing her to smack into a wall and toss Fluttershy. Fluttershy landed crushing a Kul’asepticon under her. She shook her head than ran through the Cons in front of her, not wanting to waste any time stopping Mirrorlestia’s plan.

She almost got to the ramp going down to the control panel of the tower when she was stopped by 2 Dogs’o War.

She dodged one of them and sliced that one to piece in the back, than transformed and grabbed the other one skewering him on her tail, than set him on fire, than flung him to the control of the shield, destroying both and allowing Fluttershy to reach the controls, which Mirrorlestia was monitoring. “Mirrorlestia, you’re finished!” she swung her sword when a bolt of orange electricity hit her causing her to scream a little. The bolt disappeared and to Energon chains appeared at her sides holding her down. Mirrorlestia then walked to her.

“You didn’t think I would make something as powerful as you, and not have a way to control you? Now, sit there like a good pet while your master finishes her work.” She gave Fluttershy a pat on the head like a dog and walked back to the console as a hologram of Nightmare Moon came up. “Lady Nightmare, the portal to the target world is stable, and energy levels of the tower are saving more resources than originally thought.” Mirrorlestia did not see Fluttershy glow a firey orange or hear her say. “Kill…you…”

Nightmare responded smiling. “Excellent Mirrorlestia, Saddle Rager’s conversion into the Nemesis is now Complete, you are to stay and managed things on this end, I entrust Ponytron to you Mirrorlestia.”

“Fear not Nightmare, Ponytron shall remain as you leave it.” The hologram faded and Fluttershy broke out of her chains and transformed.

“NO ONE, CONTROLS FLUTTERSHY!!”

She roared at Mirrorlestia who looked in shock. “Impossible.” Fluttershy went for Mirrorlestia’s left arm tearing it off, earning a scream of pain from her than threw it up in the air, than swallowed it. She swung her tail smashing the machine and sending Mirrorlestia flying off the tower. Fluttershy ran away to escape the blast zone, smashing through Several Kul’asepticons, big and small, but then found herself at the place she stated but it was a dead-end. “Footing loose. NOOOOOO!!!”

The tower blew up, collapsing and Apple Bloom, Scootaloo, and a now conscious Sweetie Belle looked in sadness as they worried about the fate of Fluttershy. Up in space the beams end reach the portal causing it to take in an orangey appearance. On the Ark, Luna looked at the portal’s new energy readings. “Sister the portal’s energy reading’s are becoming unstable.” Celestia felt a great worry, as there was no Energon left. She than looked to the screen with Cadenza on it who began to speak. “Celestia, take whatever’s in me to power you way to the stars.”

“Cadenza, there’s no guarantee we’ll even reach the portal.”

“This is my choice, I will not forget the gift of a brief new life you gave me.” She grabbed the fuel line of the Ark and plunged it into her chest. Firefly, Dash, and Daring directed the Autoponies into the Ark, not knowing that a certain red minotaur dragged himself with all his remaining strength into one of the cargo holes. When the ship wall full, the ship’s thrusters roared to life and flew up, and Cadenza struggled to stay up but fell. Celestia let one tear leave her eye. “Your sacrifice will not be forgotten.”

Cadenza looked up at the ship and one tear left her eye as she spoke her final words.

“Til' All are One.”

Chapter 15 Till All are One

The Ark moved through the atmosphere towards the portal, when a gold and sea green ship flew up on its side. Nightmare aboard looked at the ship than chuckled. “Pathetic. So this is the so-called Ark? The Autoponies put all their hope on a glorified cargo carrier? Vinyl, you will lead the first assault.”

“Yes lady Nightmare.”

Vinyl made her way to one of the cables armed with an E.D.K. Techvolt and Glass Gas Cannon and jumped onto the cable. Right in between the ships than struck like a cobra and Vinyl jumped through the window above it smashing through it and opened her chest mid-landing. “Owloucious eject.” The bird than made work on the door when Autoponies flooded the room to Which Vinyl fired her Techvolt and ejected Rumble. She switched to her Gas Glass Cannon Destroying several Autoponies with it on the left while Rumble used his Pile-Drivers on the right. Owloucious returned and Rumble than destroyed the door before returning to Vinyl. She made her way through and found the silo for the guns. She ejected both her minions and found several Shotgunners waiting for her, forcing her to break out the big gun.

“Opalescence, eject.”

Out of her chest came a white Persian cat who retracted her claws and got onto the head of one of the Shotgunners attacking him. The other Shotgunners remembered this one as the deadly Cassette-Con that killed dozens of Autoponies. Vinyl transformed and rammed through the rest who were paralyzed in fear. She pulled the switch to the shield of the ammo down and shot it destroying it. She saw Owloucious finished off the other so she made her way to the middle one only to find several Shotgunners and Rocket Troopers waiting with the door open. She had run out of Ammo and Opal was busy than she saw Rumble above the troopers.

“If onto Kul’asepticons plans you happen to tumble, Get ready to Crumble, before Rumble!”

He than speed down Smashing all the Autoponies with his Pile-Drivers and destroying the ammo. She than spoke into her Comm Link to Nightmare. “Lady Nightmare, the guns are now disabled.”

Lightning Dust ran through the corridor to her launch bay and heard Celestia talk into her Comm. “our guns have been disabled, all Fliers and Wonderbolts to their launch bays immediately.” She transformed and flew into her launch bay and spoke into the Comms.

“This is Lightning Dust, launch bay 7 on my way.” She flew through and began to shot the cable exposing the covers, knowing with every chain there is always a weak link. She was right as she found a broken link, than shot at it, destroying the cable, a chain reaction and blew up the whole thing. She repeated the process with the final two, but decided to show off for the last one. She boosted towards the weak point, than transformed automatically using her Thunder Blast to destroy it. She than talked into her Comm. “all done Celestia. You won’t have to expect any more Kul’aseptic-Whoa!!” she was interrupted as Valkyrie zoomed past her.

Valkyrie landed on the ship using her shield to destroy several Autoponies coming close. She made her way through, occasionally using her Sonic Pain Wave Attack to kill several Autoponies in the process. She walked forward and grabbed a chunk of the ship and threw it at two Autoponies driving by on a floor below her and made eye contact with the purple vehicle seeing the driver as the Autopony Scout. She walked through the wreckage relishing in the feeling and sound of Autoponies crushing under her feet. Nightmare than spoke into her Comm-Link. “Valkyrie, take out their fuel lines so we can finish this.”

Valkyrie smashed a Marauder on her right and grabbed the other, throwing it into the wall smashing it and revealing the fuel lines to which Valkyrie unleashed the full force of the Sonic Pain Wave attack on to the fuel line destroying it. “This is too easy.”

Lightning Dust saw what was happening and sent out a message to Everypony on the Comm Link’s while shooting a bunch off missiles at her. “Everyone! Valkyrie is targeting our fuel tanks!”

She flew off and under her zooming in that direction in vehicle were Firefly, Rainbow Dash, and Daring Do as an off-road expedition jeep with Firefly responding. “Cool it Lightning, Firefly’s in play.” They drove through stopping where Valkyrie first began her trail of destruction. Daring Do grabbed a nearby Fully Upgraded Photon Burst Rifle, Rainbow grabbed a Fully Upgraded Path Blaster, and Firefly grabbed a Fully Upgraded Subsonic Repeater. They moved through the carnage and found Lightning Dust holding a Wirewolf Autopony. “Leave me Dust, my spark is finished.”

“Not on my watch.” She looked over to the three mares. “I’m getting Luna over here, distract that thing and I’ll deliver an air strike when I get back.” She transformed and flew off to get Luna. Firefly, Daring, and Dash ran over and when they stepped into the area, they saw the way back got blocked and saw Valkyrie turn to face them. Daring was the one to talk. “Whoa! Valkyrie? Man you’re even uglier up close.”

“How cute, the little Autopony wants to play.”

She turned her Flame thrower to them, to which they all dodged and Rainbow and Daring shot from the back and thanks to the upgrades, forced Valkyrie to take a knee to which Firefly grappled onto her shoulder and shot Valkyrie directly in the face. Valkyrie got up angry and tried to smack Firefly off only for her to fly off.

“You’re really starting to grind my gears!”

Daring looked to Rainbow and Firefly and they all thought the same thing. They aimed directly at Valkyrie and she kneeled own exhausted. This time, all three of them jumped onto Valkyrie and shot her in the face, doing even more damage with the combined force. She tried to hit them off again only for them to jump off. She growled in anger as they regrouped. “ENOUGH!!” She did not bring out her flamethrower. Instead she brought up her copter shield and advanced towards them. Rainbow was the one to comment on it. “I don’t wanna know what that does up close.”

“No problem, it slices, it dices. But wait! There’s more!” Valkyrie than raised her fist and slammed it into the ground, sending the Sonic Pain Wave towards the 3 mares. Firefly talked into her Comm. “Dust, we could use a little help.”

“Already on it Firefly, I just dropped off Luna with the injured. Lure Valkyrie to this E.M.P. mine and let me do the rest.” Lightning Dust dropped an E.M.P. mine in behind Valkyrie to which the girls ran around her and waited. Valkyrie wasn’t as smart as the sum of her total parts so it was no surprise that she didn’t see the mine go off, to which Firefly took the chance to grapple Valkyrie’s leg and pulled her down. Dash marked the target and Lightning flew down with Soarin and Fleetfoot at her sides, delivering a barrage of Missiles directly to Valkyrie causing a few flames to appear on her body. She got up and immediately delivered a Sonic Pain Wave towards Daring and Dash only for Firefly to push them out of the way taking the full blunt of the Wave but managed to hit where some Energon was pouring out so she would survive. Valkyrie grinned and readied herself to deliver another one only for a light blue blur to hit her directly in the chest causing her to slam against the wall. She tried to look only for a barrage of hooves to hit her in the face and Photon Burst Rifle and Subsonic Repeater shots hitting he legs. She managed to get a look and saw Rainbow with a few Tears in her eyes hit her and Daring Do dual wielding her Gun and Firefly’s in both hooves. She managed to make out what words Dash was saying in between hits. “Get! Away! From! My! MOOOM!!!”

A Dog’o War leapt down only for Daring to ram it head on launching it into space. Valkyrie managed to get off the wall only for an E.M.P. Mine to go off and Daring Immediately punching her in the face so she landed flat on her back. Daring marked the Target but Valkyrie managed to get up and raised her Blade shield, but one missile hit causing her to pull that hand back. Rainbow Dash moved way back for this last hit so when the Shield was out of the way, Dash came at ramming speed slamming into Valkyrie’s chest. To which Valkyrie was knocked off causing her to scream in rage as she fell into space away from both ships. Dash than immediately moved to where her Mom was and saw Daring watching over Luna who was examining Firefly. She than looked to both mares with a smile of relief on her face. “She’s lucky, her wings are fine so she’ll be able to fly at the first chance. She’s actually a rarity. Nobody would usually be able to survive the full force of that attack.” Dash and Daring both moved in and hugged Luna for her help than hugged Firefly as their mom was alive who managed to chuckle a little as all it took to take down Valkyrie was a daughter’s love for her mother.

Celestia engaged Nightmare head on but was knocked back. Nightmare than looked to the downed Dropship on her right and tore off the Ion Displacer it held. “This oughta do the job”

“Beware Nightmare, even if you succeed to end me, others will rise against your Tyranny.”

“Than I’ll just have to KILL you All!”

Nightmare fired and heard a static scream.

“NO!!”

Celestia was pushed back by something but got up and saw a purple alicorn clutching a new wound in her chest.

“Twilight.” Celestia ran to Twilight and Applejack came out on the side of her and held Twilight. Nightmare threw the Ion Dispenser away. “What a Waste of Energon.”

“After eons of conflict I finally see the truth of your words Nightmare…”

Nightmare lifted up her weapon. “And what might that be Celestia?” she swung it down but a look of shock came upon her face as Celestia grabbed it mid-strike and got up on her hind legs.

“This Universe, no matter how vast, will never be big enough for you and I to coexist.”

Celestia than delivered and Uppercut to Nightmare’s jaw sending her flying across the Ark. She looked to Applejack whom nodded knowing exactly what Celestia was going to ask her to do and Transformed with Twilight in the back, driving off to find Luna.

Nightmare soared over the ship and landed on an extended platform. She looked up and saw Celestia descending do trying to slice her but she got out of the way in time. The spot was right below where Daring, Firefly, Dash, Lightning Dust were along with Luna, and were joined by Applejack who had Twilight on her back and put her down in front of Luna who began work. Twilight’s had her head turned so she could see along with Luna Celestia wielding something she’d never thought she’d see again: Celestia Prime was Wielding her Axe showing she was done holding back. Nightmare felt something in her mouth than spat it out seeing it was Two teeth, she than thought the same and as she brought out her light blue spiked mace. Celestia twirled her mace around than charged at Nightmare who brought out her shield. Nightmare swung in for and assault only for Celestia to jump out of the way than hit her from behind causing Nightmare to turn and take a few hits to the chest, but Nightmare only Chuckled. “Not bad for a librarian. You should've spent more time in the pit.”

Nightmare Lunged in for an Attack only for Celestia to move to the side than grab Nightmare by the wings and turned her around delivering a punch to the face. “You should’ve spent more time in the Library.”

Nightmare saw she spat out 4 more of her back teeth than charged to Celestia in anger. Both mares were using all the their strength with the clash of their weapons trying to push one or the other but Nightmare slipped giving Celestia the advantage allowing her to knock the mace out of Nightmare’s hooves and rammed her into a wall. She delivered several punches to Nightmare in the chest than threw her behind her where Nightmare landed near her mace. An explosion went off, tearing pieces of the Ark off and sucked them into the Portal.
Nightmare than Transformed into her Tank mode and shot a few rounds at Celestia who raised her shield and made her way there dodged a few of the shots. Nightmare changed back and than spun her upper body around with her Mace out swinging at Celestia who than jumped back. Nightmare stopped in time for Celestia to smack her several times than it ended both them clashing again with Nightmare getting an advantage so she decided to mock. “Twilight makes you weak.” Celestia opened her eyes and a new fire ignited inside of her. She had the mace in her mouth for the majority of the fight, but she grabbed it with both her hooves and got up on her hind legs pushing Nightmare back.
“To the contrary the bond we share is more powerful than you will ever be Nightmare, she is my Daughter… she is the source of my strength!” A tear of happiness left Twilight’s eye as she heard what Celestia said. Biologically she was not. Twilight was an orphan and was taken in by a unicorn librarian named Sunny Dayz, who exposed her to a world of knowledge and showed great care for her. Most of the Autoponies knew how Twilight and Celestia were not related biologically, but there bond was something that every Autopony could feel, the ones that felt it first were Daring Do, Dash, and Firefly, as they felt it between each other, even Fluttershy despite the anger she harbored, could sense from the both of them. A bond of Parent and Child that could be shared even between close friends as they bonded for years from Twilight’s Fillyhood, even during the war the flame never died.
Celestia slammed Nightmare down onto the floor and used her axe to keep her down and slammed her head into the floor repeatedly. “This. Ends. Now!” Nightmare elbowed Celestia off of her.

“This ends when I say it ends!”

Celestia grabbed her axe and swung it at Nightmare who only had a little bit of time to raise her shield. Another explosion ripped pieces of the Ark into the portal. She than hovered into the Air and Fired her Riot Cannon at Celestia who dodged two shot than rammed Nightmare head on causing her to fall down and hit her directly in the face. Nightmare landed on her back on the ground and attempted to get up, only for Celestia to land on top of her and step on her left hoof. Celestia brought her axe up with both her hooves and brought it down on Nightmare’s chest, causing her to scream as it cracked her armor. Another explosion went off but this time both mares were getting sucked in.

Celestia saw what began to happen. “The vortex is tearing this ship apart!”
Both she and Nightmare were holding onto the ship by their front hooves. Nightmare tried to hit Celestia but Celestia hit back causing Nightmare to be drawn closer to the portal. Twilight used what strength she had left with Luna next to her and they grabbed Celestia in attempts to help her. Nightmare became enraged at this.

“NOOO! I WILL NOT BE DENIED!!!!!”

Nightmare’s yell of rage was empty as she was pulled into the vortex. The same happened to Dash, Firefly and Daring who hugged in a tight embrace in case they wouldn’t make it. Celestia, Luna and Twilight joined them as they were being pulled in. Twilight dove to Celestia and hugged her as she felt she would never speak again, so she made her final words count. “I don’t’ care what happens on the other side. I love you Mom.”

Celestia felt shock as Twilight never called her that name and felt a few tears leave her eyes. She opened her wings and embraced Twilight. “I love you too. Your words mean more to me than you know Twilight. I will cherish the time we've had an our bond." Luna hugged both of them feeling the portal drawing closer.

Both ships spun out of control causing more explosions to pop up in the Ark. The ships were sucked into the appearing in space on the other side over the target world as the portal closed behind them, than a light that exploded into one last shockwave before the light faded over the dead planet.

Chapter 2 Reminicsing of a Legend

Two Ponies were on a ridge that oversaw the Ark as it was being fueled. One was Celestia Prime, and the other was a aqua green Pegasus with a mane and tail of dark and bright orange, Lightning Dust, self claimed best flier holding title with Wrecker member Rainbow Dash.
Celestia looked over the Ark, it was a simple cargo ship, but it was still fly-able. The only thing that was a concern to her was a planet to inhabit. They barely had enough Energon to leave the planet, much less make a trek across the stars to a distant world. Her thoughts were interrupted as an explosion went off by her right side and a call went through her Comm-Link. “Celestia! Sectors 3-5 have been breached!”

“That was Fluttershy’s post!”

Lightning Dust Transformed into her jet mode than flew off ahead to recon for Celestia on the incoming Kul’asepticons. Celestia noted this than ran back to the way she got there than reached for her Comm-Link. “Fluttershy? Fluttershy! No answer.” She grabbed a Path Blaster in front of her and cocked the chamber. A crash above her happened and she saw a cannon attach itself to a tower than fire on the Ark. “Warp Cannons, Nightmare isn’t holding anything back this time.”
She ran than Transformed emerging as a large white four-wheeled truck. She boosted towards the bridge… until an explosion forced her to turn to the left as the bridge collapsed. She rammed through some pieces of debris and made her way as a dropship deployed Kul’asepticons troops which she rammed through as she made her way through the remains of Iacolt. Celestia kicked in her nitro boost as she approached the entrance than transformed as scanners turned on. “Halt. Scanning identity. Enter Celestia Prime.”

As she walked in Celestia breathed a sigh of relief. “At least security is working.” Celestia entered the hanger and found a sight of Injured Wirewolves and Ponies alike. Those that weren’t injured were attending to them or checking on the supplies the Ark. A majorly injured earth pony saw Celestia and she ran up to her. “ Celestia! Without Fluttershy we didn’t stand a chance! They slaughtered us!” Twilight ran up to her and stabilized her as she calmed down, Celestia walked through the room and to upstairs where her sister who had Fleetfoot of the Wonderbolts on a table that went down greeted her.
“Celestia, help me stabilize Fleetfoot.” Celestia did as her sister asked her and grabbed a cable above than plugged it into the wound in Fleetfoot’s chest Energon poured into it than Luna smiled. “Finally, stable. I can take it from here sister, you go on.”
Celestia walked through than made a turn down a hallway before an explosion occurred pinning a Wirewolf down with piece of debris, which groaned in pain of the weight. The other best-known scout Flash Sentry ran in and saw Celestia. “Celestia, help me lift this off.” Celestia went to help, to Flash, this was a two pony or Wirewolf job, to her this was easy, so she got her end off faster than Flash did. They both managed to get it off him than Celestia turned to Flash. “Thanks for the help, I can handle it from here.” Celestia walked in than saw a pink Pegasus with blue hair and a symbol of two blue lightning bolts on her flank. “Firefly, I need you to figure out why Fluttershy left her post.”
“I can dig it Prime.” Firefly acknowledged than used her grapple to meet up with a tan Pegasus with monochrome hair, and a compass for a mark on her flank a bridge away. Celestia giggled at Firefly’s remark, she always liked how Firefly’s followed orders even when it seemed she wouldn’t with her slang. Celestia got back to what she was supposed to do than walked forward, meeting up with a hulking Pegasus with a crew cut and a dumbbell on his flank.
“Bulk, where is Rarity and the others?”
“She’s trapped in the nerve center with the others, me and some others were gonna break them out.”
“Count me in.”
Bulk smiled at Celestia’s caring for her fellow Autoponies and showed her a Teletran 1 station. “You might wanna arm up for this.”
Celestia walked up to it and selected her arsenal. “Greetings, Sunny Days…errrrrrrrrr—Celestia Prime.” Celestia chuckled, as that was a name she had not heard in a long time. She selected her classic Path Blaster; now with the final Gambler upgrade added, and a Chaos Rift Combustor also fully upgraded. She turned to her left as the store said ”Long Live The Last Prime.” and saw a door with the symbol of Fluttershy’s team on it.
She walked in as the door opened. She walked in and recognized it as Fluttershy’s room finding several weapons and a sword or two in it with a TV. Celestia went to the locker in the back corner and opened it, and was horrified as Kul’asepticon heads, both Wirewolf and Pony rolled out. “Fluttershy’s rage can prove to be hazardous to both us and Kul’asepticons alike.”
Fluttershy and Celestia never did see eye to eye, both literal and metaphorically, Celestia was tall, but that mare Towered over the others, to her they were the size of fillies, she even remembered what made Fluttershy like this.
Fluttershy wasn’t always an angry Solider, when this was just beginning she was a Gentle Giant. She took care of several of the wildlife outside of Iacolt and made a life for herself in a small cottage outside of it, with 3 of them specifically a rabbit, a phoenix, and a alligator, as friends with her. When the war came, she stayed neutral not wanting to risk the end of the wildlife she ever so loved being destroyed. When the battle of Iacolt occurred after Saddle Rager’s defeat, the Core became infected with Dark Energon, an Evil Equivalent to the life giving Energon, Fluttershy created a ship and rescued as many creatures as she could, with Energon to last them for generations.
Nightmare Moon had heard of Fluttershy and Her recent attempt to escape off planet, and figured she should also have access. Nightmare brought several legions with her to take it by force, and managed to take her down. Celestia came also and a battle began over the ship, Nightmare chose to rather lose a ship than Celestia gain one, and so, she destroyed the ship and every animal Fluttershy rescued on it just by destroying one Energon cube on board.
The 3 animals that lived with Fluttershy attempted to stop Nightmare physically but each one of them was crushed by her might. Within several Micro-Cycles, Fluttershy realized her 3 true friends were gone, her hopes of saving life on Ponytron destroyed, and the fact Nightmare had gloatingly compared it to when she infected the core of Ponytron, learned she was the reason there weren’t any chances of life surviving on Ponytron.

Fluttershy went into an unstoppable rage, using a piece of the wreckage as a makeshift sword and massacred every Kul’asepticon she saw until only a Handful and Nightmare Remained.
She was awestruck at how many Fluttershy killed in just a few Micro-Cycles than told her remaining troops to retreat as they ran for their lives from Fluttershy as she slaughtered more of them up and was working her way to Nightmare. Nightmare and the survivors escaped, Fluttershy calmed down but that was replaced by a great sorrow as everything she worked for and loved was dead. She did not hesitate at the offer Celestia made for her so it would give her a chance to kill Nightmare for what she did to her.
Her friends were rebuilt and became ponies but still with their memories so Fluttershy would feel comfortable since she lost her home in that explosion. Angel, the rabbit became Apple Bloom, retaining some of his stubbornness that surfaced at times, but was always polite. The bird Philomena became Scootaloo a Pegasus but her wings were underdeveloped, so it would be quite a few Cycles before she would fly, but she lost her memories of what it felt like to fly. The alligator Gummy became Sweetie Belle, a unicorn and currently could only manage simple spells and attacks with it.
After that Fluttershy seemed always angry, and Celestia believed she was part of the reason because she believed Fluttershy Believed she could’ve prevented all that if she just Killed Nightmare instead of sparing her.
Fluttershy only showed respect for a select handful of ponies outside of her team: the Wreckers member Rainbow Dash, as they were friends since they were protoforms. Twilight as she was loyal to the Autoponies even when it cost her voice, Luna because she saved her friends by rebuilding them and also earning her eternal gratitude, Bulk because he showed the moral to fight even when he should run, and at times Celestia as she risked her life in some situations to save Fluttershy’s. But that was what worried Celestia; Fluttershy may have left her post in a mission to take vengeance on Nightmare for destroying that which she loved mega-cycles ago. Celestia mearly sighed than made her way to where Bulk and other troops were.