Transformers: Harmony and Chaos

by zentradiplus

Rating: everyone
Tags: Twilight Sparkle, Main 6, My Little Pony: Friendship is Magic, Spike, Queen Chrysalis, Adventure, Discord, Crossover, Human
Length: 31932

Discord invades Earth. It's up to Twilight Sparkle and the Autobots to stop him.

Twilight Sparkle finds an ancient star chart which shows the location of another world, Earth, as well as a powerful teleportation spell capable of interstellar travel. Princess Celestia allows Twilight to go to the other world for exploration. However, due to the Changeling invasion during the royal wedding, the negative energies it produced also frees Discord from his stone prison, who also decides that Earth should be his new playground. Meanwhile the Autobots continue to defend Earth from Megatron, and his Decepticons; ignorant that a new player is about to release chaos upon the world. And Megatron is not about to let another would-be conqueror steal his prize. Equestria also has it's problems when Queen Chrysalis returns to Canterlot, bent on usurping Celestia and Luna.
Twilight Sparkle, and Optimus Prime must save two worlds from three powerful villains.

(This takes place at some point during the 20 year time frame between The Transformers G1 series Season 2 and Transformers: The Movie; and 1 week after the Royal Wedding in Canterlot.)

Published 2012-04-28 04:34:01 UTC
Last updated 2012-05-06 21:12:47 UTC

Chapter 1: Journey

"I can't believe it's almost time Spike! Soon we'll be going on a trip for a month beyond our wildest dreams!" Twilight Sparkle said while skipping around the main area of her library.

Twilight Sparkle had just returned from her trip from Canterlot after researching the Star-Swirl the Bearded section of the Canterlot Royal Library. She had found an old star chart with a location of another world, and an inhabited one at that. Along with the chart, there was also a scroll that contained a powerful teleportation spell that can transport two individuals at a time across planets. She was more than happy to borrow the material she had found.

"Sheesh Twilight," Spike, her assistant baby dragon said, "I haven't seen you this giddy and excited since your brother's wedding last week."

"But I can't help it. I mean, a chance to learn all about new worlds, making contact with alien civilizations. I mean It's a dream come true for scholars like me." Twilight explained excitedly. "I simply can't wait!"

"That makes one of us." Spike said slightly dejected. "I don't know why I have to come along. I mean, what if there are monsters on that other world?"

"Oh Spike, don't be such a scardy-dragon. And besides, I can't go on a month long trip without my number one assistant can I?"

Spike slightly blushed.

There was a knock on the door. Spike quickly went to answer it. At the door were five familiar ponies, and two alicorns.
Pinkie Pie hops up to Twilight.

"OOOOHHH! I can't believe you're gonna go see some aliens! This is so exciting, I mean, I don't think I've ever been this excited for one of my friends! Well maybe except for the time Mrs. Cake had her twins, but still, I CAN'T BELIEVE IT! Make plenty of friends for me OK Twilight??!!" Pinkie was being her usual ball of energy self.

"Aw geez Twilight," Rainbow Dash said, "I can't believe, you of all ponies, the egghead bookworm who barely ever leaves her book den, is gonna be going off-world. Bet you're gonna have the greatest adventure of a life-time! Wish I was coming with ya."

"Well darn tootin' Twilight," Applejack said, "You have a safe trip, and a good time arlight sugarcube? And here, take this bag of some of mah best picked apple with ya. Just picked this mornin'." Applejack hands Twilight a saddlebag full of her apples.

"Thank you Applejack." Twilight said, "I'm sure they're delicious as usual."

"Umm, Twilight?" Fluttershy nervously said. "I just hope you come back in one piece, and be careful out there. If you see anything scary, just, umm, teleport yourself and Spike back immediately OK? I mean, if that's alright with you, I mean."

"Oh Fluttershy, of course I will, and don't worry about me. I'll be fine, plus Spike's with me." She replied which slightly comforted the yellow pegasus.

"And also, please take this medical kit with you. You never know when you might need it." Fluttershy said as she hands Twilight another saddlebag full of medical supplies.

"Great thinking Fluttershy, I know this will be of great importance." Twilight said.

"Oh my dear, do be careful out there." Rarity said while giving the purple unicorn a hug. "And take these very fashionable warm clothes with you. You never know how the climate will be there."

Another saddlebag is handed to Twilight, who can barely hang on to anything at this point.

"I got it." Spike said as he recieves the bag full of finely made coats for both himself and Twilight.

"Oh Spikey-Wikey, you be careful too." She says while nuzzling him. Spike could only blush in a lovey-dovey daze.

Princess Luna steps up. "Brave Twilight Sparkle, I hope you're trip will be very eventful, educational, and hazardless." She said, "and make sure you have, what was it again? Ah yes, THE FUN!"

"I'm sure I will Princess Luna, and thank you." Twilight said respectfully.

"My faithful student." Princess Celestia said as she walked toward the unicorn. "As everypony else said, have a safe and fun trip. I do look forward to your findings. Have a great adventure. I wish I were going with you as well."

The princess gives Twilight a hug.

"Now, you should get started." Celestia said.

"WAAAIIIIT!" Pinkie Pie jumps up, "Twilight, you need to Pinkie Promise me that you'll come back safely OK?"

"Oh Pinkie Pie, of course. Ahem. CROSS MY HEART AND HOPE TO FLY, STICK A CUPCAKE IN MY EYE!" Twilight recites the Pinkie Promise.

"OKIE DOKIE LOKIE!" Pinkie says excitedly.

"Alright Spike, it's time." Twilight addressed to the young dragon, as Spike hops onto Twilight's back.

She pulls out the scroll with the teleportation spell, and began chanting in an ancient language that was written on it. The only ones who also seem to understand the tongue were the two princesses.

Then Twilight and Spike become enveloped in a bright ball of light. Then in a thunderous BOOM! They were gone.

"Safe journeys my faithful student." Celestia says as the others look at the spot where Twilight and Spike once were. "Do be careful out there."

Outside the Everfree Forest.....

A pegasus guard is seen flying towards the woods. Then suddenly he is covered by a green flash of light, and in his place, is a figure, shaped like a pony, but had a black body, insect like wings, what appears to be an exoskeleton, fangs, and blue pupiless eyes. It was a changeling. He walks into the forest where he meets others of his kind. And one particular changeling, much taller and slender than the others, with long flowing green hair, and a crooked horn with a crown, approches him.

He bows, "Your majesty, I have just seen one of the holders of the Elements of Harmony depart on a trip off of this world."

"Excellent." Queen Chrysalis, ruler of the changelings said. "Without all six element holders together, they cannot summon the power to repel us. And with Shining Armor and Princess Cadence still off on their honeymoon, their backup plan is also non-existant."

She then addresses the rest of her changeling army.

"Prepare for the attack. We take Equestria while their guard is down."

In Castle Canterlot's statue garden......

A statue of a very strange creature, a Draconequus, begins to have something like a hearbeat. Then it starts to crack, and slowly by slowly, the cracks get larger. Until finally, it shatters, and the creature within comes to life.

"OH YES! HAPPY DAY! HAPPY DAY INDEED!" Discord calls out. "It feels so good to be alive again, to be free! And there's nothing poor old Celestia can do anything about it either." He snaps his fingers, and he disappears in a white flash of light.

Back in Ponyville.....

Rainbow Dash and Pinkie Pie are walking back to Sugarcube corner when suddenly, Pinkie's tail, ears, legs, then whole body begins shaking uncontrollably.

"OOOOOWwWWWHHHHH! Twich-a-twich-a-twich! I'm having a combo! That means something scary, spooky, bad, mean, nasty, evil, ugly, icky, and gross is gonna happen Dashie!" Pinkie says as Rainbow Dash just scoffs at her.

"Oh Pinkie Pie" Rainbow Dash said, "You're probably just worrying too....."

Then they hear a buzzing sound. The sound grows louder and louder, until they see, a giant swarm of pony shaped insect like creatures flying towards the town. They were so large in number, they blocked out the sun.

"Go my changelings!" Queen Chrysalis yells while taking point of the swarm, "Attack, and take all of Equestria!"

".....much?" Rainbow finished as she looked on in horror.

Chapter 2: Arrival

A large ball of light seemed to appear out of nowhere and a loud thundering boom emitted from it. Then it subsided, and Twilight Sparkle and Spike looked around. They where in a field on a hill, overlooking a large paved road.

Strange cart-like vehicles rolled along the road at unusually high speeds. As they approached the road, the duo noticed some strange things about the vehicles. No one was pulling them; they seemed to be moving on their own. Instead, they all had strange creatures sitting inside.

They appeared to be apes of some sort, completely bald except for the tops of their heads. There seemed to be many kinds of vehicles as well. Most were small, some not so much, and some were huge and noisy. Some had only one ape, while others were filled with them. They all seemed to be in a bit of a hurry.

"Oh my goodness Spike! HUMANS!" Twilight called out excitedly to her dragon companion. "I always thought they were a myth, or just made up for fairy tales. But look, they're real! I guess I owe Lyra an apology."

"Aren't they dangerous?" Spike asked nervously.

"Oh I'm sure it'll be fine, as long as we're friendly." Twilight said reassuringly.

"I got a bad feeling about this Twilight." Spike said still unconvinced.

With Spike still riding on her back, Twilight walked through the field, following the road until she reached a wooden fence at the end of the field. A dirt road separated the fence bordering this field from the border of the next. Standing at the intersection of the dirt road and the large paved one was one of the humans. She quietly approached it from behind. Suddenly she heard it speak.

"Come on, where are you?" she heard him mutter to himself. At least, it sounded like a male.

"Where are you?" he asked.

"Are you looking for someone?" Twilight spoke.

The creature let out a surprised yelp and turned to face her.

"Ah, crap," he muttered. "Now I'm going crazy. Great."

"What's wrong? I didn't scare you, did I?" she inquired.

"Just ignore it, it's not real," he kept telling himself.

After a few minutes of awkward silence, a bright yellow vehicle approached them and slowed to a stop.

"Finally!" the human yelled. "What took you so long?!"

Twilight Sparkle wondered who he was talking to, as she noticed the vehicle was empty. Without warning, the vehicle seemed to fall apart, causing her to gasp in surprise. To her amazement, the pieces began to reassemble themselves into something else, a bipedal metal giant, much like the human, though much larger.

"I'm sorry! It wasn't my fault," the giant replied. "Ratchet blew a tire and insisted I change it. He said something about basic first aid."

"Well, guess that couldn't be helped." the human asked.

"Guess so," the giant replied. "So, who's your friend?"

"Wait, you see this?" the human asked, motioning to Twilight Sparkle and Spike. "So I'm not hallucinating?"

Now rather annoyed, Twilight said, "No, you're not. I could have told you that."

"I didn't know horses could talk," the giant observed.

"Not on this world," the human answered.

"Ah, so you must be from another world," the giant concluded.

"That's right," she replied. "Wait, you have horses here, too?!" she asked in excitement.

"There just animals here," the human told her. "By the way, my name's Spike Witwicky."

"And I'm Bumblebee," the giant added.

"Spike?" she giggled, "Just like my little friend right here, it's his name too. He's a baby dragon."

"Um, Hiya" the dragon greeted.

"My name's Twilight Sparkle." She replied.

"Um nice to meet ya." Spike Witwicky responded to the other worldly duo.

"So what are you two doing here on Earth if you're not from this world?" Bumblebee asked.

"Hey Bee," Spike Witwicky said, "Maybe that's a question you should save when we meet up with Optimus later."

"Yeah, good idea." Bumblebee replied.

"Umm who's Optimus? Is he the ruler of this world?" Spike the dragon asked.

"Huh? Oh no, he's just the leader of the Autobots." Bumblee responded.

"Autobots?" Twilight asked.

"Maybe we should head back to Autobot City." Spike Witicky said. "We'll tell you all about our world once we get there."

Bumblebee transforms back into his vehicle mode, "Hop on in, just be warned, Autobot City is still under construction. It's a fairly new project."

Both Spikes, and Twilight hop into Bumblebee as he drives off.

In the car Spike Witwicky addresses the little dragon. "So you're name is Spike too huh? What a coincidence. Must be a popular name across the universe huh? And a dragon. I haven't seen one since my little time traveling escapade with Hoist and Warpath. This is amazing. You know unicorns are something of myth and legend here. I guess it turns out, you're really aliens."

Twilight and Spike the dragon could only giggle in the backseat of Bumblebee, as Spike Witwicky continues to converse with the alien pony and dragon.

Chapter 3: Contact

High above the skies of New York City.........

A bright ball of light appears with a thundering boom, then it subsides, and a strange creature appears in it's place.
Discord begins surveying his new surroundings.

"Ah yes, it feels sooooo good to stretch out again." He says as he flies around the clouds.

"And this change of scenery should do me some good. Equestria has certainly gotten much duller since SNORE-Lestia and that BORE Luna took over." He monolouges to himself.

He then notices what appears to be a large city beneath him. Discord snaps his fingers, and a pair of binoculars appear in his hands. He peers through them. He sees that the city is extremely developed and advanced, with motorized vehicles and bi-pedal ape like creatures walking through the streets.

At this point, Discord knows exactly where he is.

"Why, I'm back on EARTH!" He shouts to himself with joy.

"Oh how long has it been? Two, maybe three thousand years now? I remember how boresome and primitive these humans were. But now look at you. My how you all have grown and advanced. I KNEW you all had potential my little specimens. Oh how I shall enjoy reining my chaos upon you all."

Then something else catches his notice. It appeared to be some sort of explosion. Gunfire could also be heard.

"What pray tell, is this?" He wonders.

He snaps his fingers again, and the binoculars turn into a telescope. Discord looks through it, is amazed with what he sees.
Giant bi-pedal metal creatures, fighting and shooting each other.

"Why new players, this should prove interesting."

But what Discord sees next nearly floors him. A familiar purple unicorn, using her horn to emit a magical force field to protect a group of humans from laser fire. He then sees her fire some bolts from her horn at several of the metal giants.

"TWILIGHT SPARKLE??!! What in Tatarus is SHE doing here.... on EARTH???" Discord said bewildered.

Then he places his eagle claw under his chin in thought.

"Actually, this might make my game, a little more...... enjoyable....MMMM, Hahahahaha!

Nearly 2 hours ago

Bumblebee pulls up to what appears to be a giant metal metropolis. It was a sight to see, though granted most of the buildings were still unfinished as he mentioned earlier.

They reach what appears to be a check in station.

"Let me just let them know we're her alright?" Bumblebee said as he pulls up to the station.

Inside the check in booth was a small red robot.

"Hey Gears, didn't know you were on duty today." Bumblebee greeted him.

"Yeah, I know, anyways, Ratchet's been looking for you. So you better get in quick. Hey, what's with those animals in the back seat? You picked up some pets or something?"

"EXCUSE ME?" Twilight angrily responded.

"Whoa no way! You can talk?" Gears said in total surprise.

"Of course I can! Just because I'm not from your world doesn't mean you have to be rude to me." She shot back annoyed.

"Yeah, Yeah, whatever, just get in already." Gears then waves them in.

"What's his problem?" Spike the dragon asked.

"Aw don't worry about Gears, he's a grouch, but he's also one of the most trustworthy Autobots I know." Bumblebee said as he drives into the heart of the city.

Twilight, and both Spikes exit Bee as he transforms back into his robot form. They then all walk into what appears to be the main building. They then pass by a white Autobot with crosses on his shoulders, and another large red Autobot who was talking with him.

"Hey Ratchet, I heard you were looking for me. Oh HI Ironhide." Bumblebee greeted the two bots.

"Well it's about time you showed." Ratchet said, "Huh? What's with the little horse and reptile?"

"Oh hello sir, my name is Twilight Sparkle, and this is my little assistant Spike, he's a dragon. And I would prefer you called me a pony. There's something about the term horse, that feels very, how should I say, unappealing."

"You, You can TALK??" Ratchet said while surprised.

"Why I be a Cybertronian Scraplet!" Ironhide responded.

"Why does everypony find it so hard to believe I can talk?" Twilight asked while slightly annoyed.

"Well, you have to understand." Spike Witwicky said, "here on Earth, horses and ponies never evolved beyond how they are now. They're not sentient like you are. I guess the evolutionary chain must have been different where you came from."

"Well, I guess that makes sense. But that also sounds very interesting. Because it seems like they're just like the ancient caveponies that used to live millions of years ago on my world of Equestria. I'd like to see them."

"Oh boy, here we go. Twilight in her bookworm mode." Spike the dragon said to himself.

"Anyway Bumblebee," Ratchet said, "I need you to take this new fuel cell and install it into Omega Supreme when you have the chance. It should help him cut his traveling time in half."

Ratchet hands Bee the fuel cell.

"Understood, well, we're gonna hit up the main hall where the big guy is, I'm sure he'd like to meet our guests. Catch ya later." Bumblebee said as he Spike Witwicky, Twilight, and the dragon continued to move on.

As they walk, they run into another red Autobot with a yellow panel on his chest.

"Hey guys how's it shaking?" He greeted the group.

"Hey Blaster" Spike W said, "We're just giving our new friends a tour of Autobot City."

"New friends, I love making new friends." Blaster said, "Though I don't think I ever laid optics on anything as spectacular as you two before."

"Charmed" Twilight said, "I'm Twilight Sparkle, and this is my assistant Spike."

"Hey, he's got the same name as you!" Blaster said while addressing the human teen.

"Well, I'd like to welcome you here with some cool jams. Get ready to PAR-TAY!"

Blaster transforms into his boombox mode, and begins blasting loud music.

Twilight begins laughing.

"You remind me of my friend Pinkie Pie back home. We call her the Party Pony."

"Hey, sounds like my kinda pony." Blaster replies.

Suddenly a stern voice could be heard coming from a room next to them.

"Blaster, turn that off right now! We need to concentrate on our task at hand."

Blaster immidiately turns off the music and transforms back into robot mode.

"Sorry bout that." he said sheepishly, "Got kinda carried away with our new otherworldly guests."

"Otherwordly?" the voice asked. "Hmm, interesting. Bring them in here please, I would like to meet them."

Twilight and dragon Spike slowly enter the room. What they see in front of the, is a large Red robot with what appears to have two windows on his chest, white legs, and blue boot like feet.

"Greetings little one, My name is Optimus Prime, leader of the Autobots. I here by graciously welcome you to Planet Earth."

"Wow, very formal. My name is Twilight Sparkle, and this is my number one assistant Spike. I'm a unicorn pony and he's a baby dragon. We come from the world of Equestria on a mission of research and study. I am the student of one of the leaders of my world, Princess Celestia. I am on a quest of knowledge and education."

"Then I am honored to meet you Twilight Sparkle." Optimus responds.

Some time later......

"And that is how the Autobots and Decepticons came to this world."

Optimus finishes his long story about the history of Cybertron. About the Great War between the Autobots, and the Decepticons, about how Megatron rose to power and waged his conquest across the galaxy. About how they came to Earth searching for a new source of energon. Everything up to this point.

"Such an amazing story. So you're also an alien to this world just like myself and Spike. I'm sorry to hear about the war, and how your race must have suffered great hardships. Though I'm a little worried about that this Megatron character might give us trouble while we're here." Twilight explained.

"Do not worry yourself, Twilight. As leader of the Autobots, and as a protector of the innocent, I promise that I will not let any harm come to you, your dragon companion, or any other innocent life on this planet. We Autobots have vowed with our very sparks."

"Well that's good to hear." Spike the dragon responded.

Spike W and Bumblebee were sitting next to them the entire time, happy the fact that their new friends were adjusting to Earth very well.

Twilight then tells Optimus about Equestria, about earth ponies, pegasi, and unicorns. About how unicorn magic works, and how the pegasi control the weather, and how strong earth ponies are. She also tells him about the princesses and the roles they play. About raising the sun and moon.

"You live in a very interesting world Twilight." Optimus said. "I would like to visit some time, hopefully one day, when the Decepticons are defeated."

"And I'm sure Princess Celestia would love to have you as a guest." Twilight responded.

Suddenly, a grey and white Autobot runs into the room.

"Optimus!" Wheeljack calls to the Autobot leader.

"Yes Wheeljack, what do you have to report?" Optimus responded.

"Perceptor and I picked up some strange atmospheric energy readings above New York City. We've never seen anything like it before." Wheeljack reported. "It was as if like a wormhole appeared, then vanished. Do you think it's related to any Decepticon activity?"

"I do not know Wheeljack, but I do believe it is worth investigating." Optimus said.

"Alright then." Wheeljack replies, "And by the way, Jazz and Cliffjumper are already in the city for a charity race event. I've already contacted them about the situation. But shortly afterwards, the comm links went dead. No doubt from the strange energy interference."

"I wonder if we can come along too?" Twilight asked, "Spike and I are here for research after all, maybe traveling to one of your cities will help me in my task."

"Very well, then Twilight, but stay close to us. If there are Decepticons related to this disturbance, then you may be in danger."

"Say Optimus," Wheeljack asked "Who are those two?"

"This is Twilight Sparkle, a unicorn pony from the world of Equestria, and with her is Spike, her young dragon companion. They have traveled to Earth to learn about humankind and their culture." Optimus answered.

"Interesting, nice to meet you two. Anyways, we gotta get going. I'll arrange a transport since New York is on the other side of the continent."

With that, Wheeljack leaves to get the others ready for the trip.

"Bumblebee, Ironhide, you two will be accompanying us on this trip."

"Understood Prime." Ironhide replied.

"You can count on me." Bumblebee also answered.

The group then leave the main building, and enter what appears to be a docking bay. and a large white and red Autobot waiting for them.

"Greetings Skyfire," Optimus addresses the Autobot. "We need transport to New York City to investigate a strange anomaly."

"Understood Prime." Skyfire replied, "Who are your little friends?"

"Hello, Skyfire is it? I'm Twilight Sparkle, from the world of Equestria, and this is Spike, my assistant."

"I can tell you must be a scholar of some sort. I know, I myself am a scientist. You must be on a quest for knowledge."

All Twilight did was blush.

"Ha, he totally called you out." Spike said while laughing.

"Oh shut up." Twilight said annoyed.

"ALL ABOARD!" Skyfire said, as Optimus, Bumblebee, Ironhide, Twilight, and Spike got on.

JFK Airport in New York......

Skyfire touches down on a landing strip after receiving clearance to land by the airport security.
The group exits him as he then transforms into his robot mode.

"I'll meet the rest of you in the city." Skyfire calls out as he refuels on some energon. Then transforms back into his jet mode, and flies off toward Manhattan.

"Autobots, roll out!" Optimus orders as they transform. Twilight and Spike hop into Optimus as they roll into the city.

The group reaches Time Square where Jazz and Cliffjumper were waiting.

After the usual questioning of who Twilight and Spike were, and after the proper introductions, they get to business.

"Optimus," Skyfire says, "It looks like the readings might be coming from the skies above, let me fly up and......GYYYAAAAHHH!"

A laser blast seems to come out of the sky and hits Skyfire directly in his chest.

The Autobots, Twilight, and Spike look up to see the source. It was non other than Megatron. Flying behind him were Soundwave, Starscream, Thundercracker, Skywarp, Ramjet, Dirge, and Thrust.

"Decepticons, Attack!" Megatron calls out as the Decepticons began opening fire on the Autobots.

"Autobots, Scatter!" Optimus orders as the group runs in separate directions. The Decepticons start chasing them down.

Twilight wasn't sure what she should do. She wanted to see the city, learn about humankind, but at the same time the Decepticons were attacking, and she knew she and Spike were in danger. She also didn't want to helplessly watch as her new friends be attacked by invaders. She decided to take action into her own hooves.

"Spike, find shelter somewhere" she said sternly to the dragon.

"Twilight, what are you doing?" Spike asked while terrified of what's going on.

"Just GO!" she ordered him.

Spike runs off and finds an alley where he hides in a dumpster.

Twilight then sees Optimus and Megatron having some sort of staredown.

"So Optimus Prime, care to tell me what you Autobots are doing? You will answer my question about those strange energy readings above the city." Megatron demanded.

Optimus was slightly dumbfounded.

"Megatron, are you telling me, it wasn't your doing?"

"What? So it wasn't you Autobots? If it wasn't you, then who? No matter, since you are here, I will snuff your spark!"

Then Megatron notices Twilight. And he approaches her.

Optimus takes a defensive stance in front of her.

"Is this some kind of joke Optimus?" Megatron asked in surprise. "Have you decided to keep even more annoying creatures around as your pets?"

"Begone Megatron, I will not allow you to harm her, or any other innocent life."

"How predictable of you Prime. Always protecting the weak infernal vermin."

Megatron raises his cannon at Twilight, before Optimus could react, and fires.

"NO!" Optimus yells out.

But to Megatron's astonishment, Twilight disappears in a bright flash of light. And reappears behind him. She then begins to fire several energy bolts from her horn. They were enough to knock Megatron back a few steps.

"Impressive little one, but not good enough!" He says while raising his cannon again.

Megatron is then interrupted by Optimus delivering a right fist into his face.

"You'll PAY FOR THAT PRIME!"

The two opposing leaders begin swinging punches at each other as Twilight runs off.

All around Time Square, the Autobots and the Decepticons begin their own battles.

Jazz and Soundwave attempt to repel each other with their sonic weapons, Cliffjumper and Bumblebee attempt to shoot at Dirge and Thrust as they divebomb the two scouts, Ramjet and Starscream are dogfighting with Skyfire in the air, while Thundercracker and Skywarp are busy terrorizing the civilians and tearing the city block apart as Ironhide attempts to stop them.

Twilight notices a burning bus, with multiple people trapped inside. She immediately ran over to try and help. If she didn't hurry, it might be too late.

Using her magic, she rips the jammed door off clean.

"Hurry! Get out of here now before it's too late." She calls to the group of passengers.

The humans, astonished at what they saw, a unicorn ripping the door off, and speaking to them, very quickly regained their composure, and made a break for it. One man even stopped and thanked Twilight for saving him.

A news crew pulls up just in time to see Twilight in her act of heroism.

"Hey man, get this! Get the camera rolling. I don't believe what I'm seeing! A talking purple unicorn!"

As she heads toward the others she sees Soundwave beating Jazz to the ground. Soundwave then notices a group of humans fleeing.

"Rumble, Frenzy, Ravage, eject. Operation, Termination!"

Three cassettes eject from Soundwave's chest compartment, and transform. Two of them take humanoid form, while one is in a shape of a cat like beast.

The three minicons then proceed to chase after the humans.

Twilight immediately used her magic to create a force field to shield the humans as Rumble and Frenzy fire their lasers. The force field repels all the shots.

"What the slag?!" Rumble said.

"I won't let you hurt ANYPONY!" Twilight shouted, then turns her attention to the humans she just saved.

"RUN!" She yells to them, as the humans, though again, surprised that a talking unicorn had just saved them, immediately ran for their lives.

She then begins to shoot bolts of energy from her horn at the Decepticons.

"You're gonna pay for ruining our fun" Frenzy angrily said, as he and Rumble turned their arms into piledrivers and began pounding the ground.

Twilight loses her footing and falls over, as Ravage is about to pounce on her.

Suddently several shots come from behind her that knock down the three minicons. It was Bumblebee, running towards her as Dirge and Thrust close in on him.

Twilight uses a powerful wind spell to create a small tornado, which catches the two seekers. They swerve out of control and crash into each other.

Skywarp notices this, and attempts to engage, but is tackled by Cliffjumper.

Back at the fight with Optimus and Megatron. The two continue to brawl, as humans flee from the scene.

"I will terminate you Prime! For it is my destiny to rule this world, and Cybertron."

"Not on this day Megatron!"

Megatron delivers an uppercut to Optimus, and the force sends him flying into the air and crashing down into a side of a building.

Optimus counterattacks by firing two shots from his gun, one hitting Megatron in his right shoulder, and the other just barely missing his head by inches.

The two then charge at each other again.

Starscream, Ramjet, and now Thundercracker chase down Skyfire while he's still trying to shake the seekers in the air, transforms into his robot mode, and fires at them. The seekers easily dodge the blasts, but suddenly several more shots appear from the sky and knocks all three Decepticons out of the air. Skyfire looks up to see five additional jets join the battle. It was none other than the Aerialbots.

Soundwave notices this, "Laserbeak, Buzzsaw, eject! Operation, Air Assault!"

Two more cassettes emerge from Soundwave, and transform into metal condors.
The other Decepticon seekers also notice this, stop engaging the Autobots, and converge on the Aerialbots.

"Scrap! We're outnumbered!" Skydive calls out.

"No we're not!" Silverbolt says. "Aerialbots, combine into Superion!"

The Aerialbots transform into their robot modes, then start connecting to each other until they form a giant robot.

"SUPERION ONLINE! READY FOR BATTLE!" The giant calls out.

All six Decepticon seekers, and the two bird minicons engage Superion. Superion swats away Skywarp and Thundercracker like nothing, causing them to crash, and then open fires with devastating blasts on the rest.

Soon all six seekers, and two minicons sustain heavy damage.

"Buzzsaw, Laserbeak, Rumble, Frenzy Ravage, RETURN!" Soundwave orders as all the cassettes transform and re-enter his chest compartment.

"BLAST!" Megatron calls out. "Decepticons fall back. But not before we leave a parting gift."

Megatron turns his attention to a nearby building, and fires at it's foundation. The building then begins to topple over.

Soundwave and Starscream begin firing at the middle and top of the same building, and fires begin to burn.

"That should keep them occupied and cover our withdrawl." Megatron says as all the Decepticons fly off into the horizon.

"Autobots! Stabilize the building!" Optimus orders, as he, and all the Autobots attempt to hold it up. But it was too much, not even Superion's massive strength could hold up a building of that size.

The people trapped inside were desperately calling out for help, when suddenly the entire building became enveloped in a purple force field. The force field began pushing the building back into place, along with the Autobot's help. Once the foundation was re secured, a strong wind began to blow, and extinguishes the flames.

The Autobots look back in awe as they watch Twilight Sparkle work her magic, quite literally. The news crew never took their cameras off of her.

Then all the humans inside began levitating out of the windows. Spike, who had returned from his hiding place, also was watching in astonishment.

"Wow Twilight." he said. "I always knew you were talented in magic, but you're much stronger than ever!"

When the last human was safely levitated to the ground, Twilight collapsed from exhaustion.

The dragon, and the Autobots ran up to her to see if she's ok.

"Twilight, are you alright?" Spike asked with concern.

"I'm fine Spike," Twilight said while panting, "But let's just hope I won't have to do that again. I don't think I can do that twice."

Superion disassembles back into the Aerialbots.

Silverbolt steps up, "Is everyone alright?"

"We are still intact Silverbolt, and it also seems that there is more than meets the eye, to our otherworldly guest." Optimus replies.

The news crew then run up to her, and begin hounding her with questions.

"WHO ARE YOU? WHAT ARE YOU? WHERE DID YOU COME FROM?"

"Oh, um, hi. My name is Twilight Sparkle, I'm a unicorn pony from the world of Equestria, and I'm here....to....I....oh, I'm sorry, I'm just really tired."

"Allow me to explain then." Optimus said as he steps up.

"Twilight Sparkle is a visitor to Planet Earth. She is here on a mission of knowledge and research. Back on her world, she is a scholar, a scientist, and a student. She means us no harm. In fact, she has just shown great courage and heroism by saving countless lives today from the Decepticons. Please show her the same kindness and courtesy that you have shown for us Autobots as well. I ask you all to welcome her to Earth."

With that being said, a group of people, particularly, the people she saved earlier, began applauding, then cheering, soon more join in, and before anyone knew it, the entire city block began cheering, and chanting her name.

"Wow Twilight," Spike said, "Looks like you're an overnight celebrity!"

The news crew then notices Spike.

"And what about you little fella?" a newsman asks.

"My name is Spike, I'm Twilight's number one dragon assistant. And like her, I'm also a brave hero!"

"SPIKE!" Twilight shouted. "Stop gloating and get over here!"

" *gulps* Y...Yes Twilight" Spike says nerviously.

High above the Skies of New York....

Discord has just finished witnessing all the events that have transpired from the safety of the clouds.

"Well done Twilight Sparkle. Well done indeed." He said while clapping.

"This will only make my game far more entertaining."

Chapter 4: World Tour

In the next ensuing hours after the skirmish in New York City, Twilight Sparkle, and Spike have found themselves in a media storm. Thanks to Optimus Prime's influence, the Equestrian pair have found themselves famous world wide. Many people began calling Twilight the "Hero of New York" and many small children asked for her autograph where ever she went.

It had been a very eventful day for Twilight, yet she still hadn't learned anything about Earth and Humanity since she arrived. But she did learn a great deal about the Cybertronians since her first talk with Optimus.

Spike, being a clever little dragon, told Twilight to use her newfound fame to her advantage. While the humans were fascinated with her, then clearly they'd be more than willing to answer her questions when ever she asked.

Optimus Prime had just finished giving Twilight and Spike a tour of The Ark. The main headquarters of the Autobot base, which was once their ship that crashed into a side of an inactive volcano. She was amazed by the Cybertronian technology and science. She had also met several Autobots whom she took a liking to because they reminded her of her best friends back at home.

There was Tracks, an Autobot obsessed with fashion and attractiveness. Twilight was sure he and Rarity would get along.

Powerglide, an Autobot plane who enjoys performing stunts and is a bit of a speedster. Just like Rainbow Dash.

She got to know Jazz a little more, and he reminded Twilight of Pinkie Pie, for his upbeat personality, and love for music.

Another Autobot she enjoyed the company of was Perceptor, the scientist. She and him would talk hours about science, and she would explain the concept of unicorn magic to him. All which he found equally fascinating.

Also there was the docile Beachcomber, who loved nature and animals. Twilight was convinced Fluttershy would love to meet him.

And there were also the Aerialbots who helped fight the Decepticons in New York. High flying elites, just like the Wonderbolts back in Equestria.

The bots that Spike really enjoyed meeting were the Dinobots. Led by Grimlock, and consisting of Sludge, Snarl, Slag, and Swoop. They were strong, yet dimwitted, but Spike felt like they were fun to be around. Grimlock himself even felt like he had some kind of reptilian connection to the baby dragon.

Twilight also met two other humans, Sparkplug Witwicky, Spike Witwicky's father, and a female named Carly Spencer, Spike's girlfriend.

Carly would only say how both Twilight and her dragon friend were absolutely adorable, and that she was pretty much every 8 year old girl's dream come true. Whatever that meant.

Twilight at this point decided to address a letter.

Dear Princess Celestia,

Spike and I have made contact with the inhabitants of this world. The world is called Planet Earth, and the ones who live here are humans. Yes, humans, they do indeed exist. Also, this world is shared by another group of "autonomous robotic lifeforms" called Autobots, more specifically, Cybertronians from the planet Cybertron led by one named Optimus Prime. The Cybertronians are giant robots that can transform their bodies into vehicles. They too like Spike, and myself, are alien to this world. It turns out we aren't the first visitors here. But there are also bad Cybertronians called Decepticons. The Decepticons, led by one called Megatron, wish to conquer this world and rule it with tyranny. Optimus will not allow it, and continues to fight against their evil. I've also made friends with a number of the humans. One in particular is a human named Spike Witwicky, yes I know, he has the same name as our little Spikey-Wickey, what a coincidence! He's very nice, and has been a good host to us so far, and his father, Sparkplug is also a very kind man. He know a lot about mechanics. And finally, there's a human female named Carly Spencer, who is Spike's girlfriend. She's very adventurous. Kind of reminds me of Rainbow Dash. Anyways as soon as I learn more about Earth, I will write another letter.

Your Faithful Student,
Twilight Sparkle.

"Done Twilight." The little dragon commented. "Now to send...."

"Spike STOP!" Twilight blurted out.

"What's wrong?" Spike asked.

"We're not on Equestria right now, and therefore your magical link to Princess Celestia has been severed. If you blow your flame on the letter, you'll only burn it to ashes. Then it would all been for nothing."

"Oh, right... Sorry." The little dragon said, while blushing.

Sparkplug walks up to Twilight. "So, if you need somewhere to stay, I have a ranch not too far from here."

"You sure that's a good idea dad?" Spike W asked as Carly also walks up to the group. "I mean, I'm not sure how the other horses would react when they see her."

"Oh Spike, I'm sure she'll be just fine." Carly said with enthusiasm.

"Well, alright then." Spike W replied as Ironhide, and Bumblebee drive them off to the ranch.

"Finally, I get to see how the horses and ponies of your world are like!" Twilight said with glee.

Later at the Witwicky Ranch......

"Miss Twilight, I am SO TERRIBLY SORRY ABOUT THAT!" Sparkplug pleaded with the unicorn.

"I don't want to hear it!" Twilight Sparkle yelled as she stormed out of the barn.

"That really wasn't normal horse behavior," Sparkplug tried to explain.

"Oh? What wasn't normal about it? That their poop is everywhere, or that every stallion we came across TRIED TO FORCE ME TO HAVE HIS BABIES?!" Twilight Sparkle screamed.

"The last part," Bumblebee replied.

"You're an idiot," she grumbled.

"What did I say?" the Autobot asked.

"I believe it was a rhetorical question," Carly explained.

"A what?" he asked.

"She didn't want an answer," Carly sighed. "You have got to start paying more attention."

"Look, I have an extra room where you and your little dragon can stay at the main house. Please, again, I'm very sorry about that." Sparkplug said with full remorse.

"It's not your fault sir, I guess nopony saw that coming." Twilight replied. "But I'm still not over this."

Both Spikes look at her, and begin backing away slowly due to the fact she was still upset.

Ironhide couldn't help but slightly chuckle at the whole situation.

Spike the dragon finally spoke up. "Look Twilight, you had a long day. Why don't we just get some sleep for now. I'm sure you'll feel better tomorrow morning, and then we'll get started on your studies about Earth and the Humans."

"You know what Spike? That sounds like a great idea." Twilight said, as the humans, the dragon, and the pony head over to the house, while the two Autobots transform back into their vehicle modes, and shut themselves into stasis for the night.

Over the course of the next few days.......

Dear Princess Celestia,

Spike and I have started a tour across this country with our human and Autobot hosts. We started by visiting the local natural history museum. I was amazed at all the fascinating creatures that used to live on this world. I think my favorite exhibit was the dinosaurs. It had several accurate mechanical puppets showing what each dinosaur's activities were like. Of course, Spike wasn't too happy when he noticed one of the puppets was really an Autobot named Grimlock.
I look forward to sharing my notes with you.

Your student, Twilight Sparkle

Dear Princess,

Today, we toured a city called Washington. It's where their leaders run the country. It has all sorts of monuments to their favorite leaders and fallen heroes. We passed their royal palace, which isn't nearly as big as yours.

My favorite places, though, were the museums. They have museums for everything here! I took plenty of notes, so you can read all about it.

Your student, Twilight Sparkle

Dear Princess,

This is amazing! The humans have carved a sculpture out of an ENTIRE MOUNTAIN! It features the heads of four of their greatest leaders. The first one founded the country, the second set up their banking system, the third taught them to care for nature, and the fourth "freed the slaves." Turns out these humans have a very dark and violent history involving war, and other atrocities. But then again, I'm sure most civilizations do. I even remember reading all about the epic pony wars from our own past. I included a picture with my notes.

Your pupil, Twilight Sparkle

Dear Princess Celestia,

We just walked through a wonderful forest. There were all kinds of plants and creatures living there. It has breathtaking waterfalls, steamy hot springs, and towering geysers. It's surprising to think this whole place formed by itself.

Yours truly, Twilight Sparkle

Dear Princess Celestia,

Today I was in space. Yes, outer space! An Autobot named Cosmos who transforms into a flying saucer decided to take me for a spin in orbit. From above, Earth looked like a peaceful small orb floating in oblivion. Makes you feel small and insignifigant, but also makes you appreciate everything that you are. We also flew over a country on the other side of the globe called China. That nation has this incredible wall that ancient humans built to keep invaders out. That was 2300 years ago. Parts of the wall are still standing, and you can even see it from up here all the way from space. Human ingenuity truly amazes me.

Your faithful student, Twilight Sparkle.

The next day...

Hound and Bumblebee were driving the two Spikes, Carly, and Twilight to a nearby Carnival that was in town.

"And that's how computers work." Carly explained to Twilight, who had only recently began to use such a device.

"Fascinating. I'd love to build one myself when I get back home." She replied.

"Here we are, the fairgrounds." Hound said, as he and Bumblebee come to a stop.

"Have fun you guys. And call us when you're ready for pickup." Bumblebee called out as the group headed into the Carnival.

Twilight Sparkle was already familiar with carnivals. She'd been to a few in Ponyville, and this one didn't seem to be much different. There were games, amusement rides, cotton candy, caramel apples, and an unusual variety of deep-fried food. Spike the dragon tried out a ring toss game. He failed miserably, but she decided to give it a try. She walked away with a large stuffed rabbit.

They walked past a booth where several ponies were tied to a revolving post. They seemed to enjoy giving rides to the excited human children, despite the rough treatment some of the kids put them through.

"You see?" Spike Witwicky asked, "Not all horses on this world are stupid."

"I guess not," Twilight Sparkle admitted, "But I'm still not completely convinced."

"Take your time," he told her.

Carly and the dragon could only laugh.

After a little more walking, they entered the section of the grounds where the rides had been set up. First, they passed a ride that looked like three sets of three teacups, each set spinning in a circle while they all rotated around a central arm assembly. It was gentle enough for even the smallest human children to enjoy. Perhaps even Fluttershy might like it, Twilight noticed.

After that, they passed a ride where people sat on benches hanging from the rim of a large vertical wheel. She was sure Rarity would enjoy the view from the top.

After passing a small roller coaster, Twilight Sparkle stopped in front of a carousel. The children were riding up and down on miniature horse statues.

"You humans sure like your horses," Twilight Sparkle noted.

"Of course," Carly confirmed.

Then suddenly, a group of vehicles, three sports cars, one formula 1 racer, and a black tractor truck started plowing through the Carnival. They smashed everything that was in sight, and caused the people to panic.

"Wha? What's going on?" Spike the dragon asked frantically.

"Oh no," Spike Witwicky said, "I know those cars. It's the Stunticons! RUN!"

"Stunticons?" Twilight asked.

The five rampaging vehicles then transform into their robot modes, and began shooting up the place, and at random people.

"Show yourselves, you Autobot scum!" Motormaster yelled out. "I know you're here somewhere!"

"You want us? HERE WE ARE!" Hound called out as he fires a blast that knocks Motormaster down.

"Hey! I'm supposed to be the only winner here!" Dragstrip yells as he transforms back into the formula 1 racer, and rams into Hound.

Bumblebee transforms and tries to chase him down.

"Catch me if you can bug boy!" Dragstrip taunts as Bee follows.

Hound gets back up but is immediately shot at by Breakdown, Wildrider, and Deadend

Spike Witwicky immediately grabs the dragon, and Carly and motions Twilight to follow him. They reach the parking lot, when Twilight decides she just couldn't leave her two Autobot friends behind at the Stunticon's mercy.

She instantly gallops back into the battlefield, while her three friends shout for her to come back.

As soon as she's back at the site, she confronts Motormaster, whom she has pretty much deduced as the ringleader.

"Well, what do we have here?" Motormaster said while bemused at the sight of the unicorn.

"I will not let you hurt my friends." Twilight sternly said.

"And what's a little weakling flesh pod like you gonna do about it?" He said as he fires on Twilight.

Twilight teleports, and rematerializes on top of Motormaster's head. She then jumps down and bucks him right in the face. Then using her magic, she levitates herself down to the ground safely.

"OOOOOWWWWW!! Your gonna pay for that you flesh germ!"

"Twilight! What are you doing??!!" Hound shouts as he is tackled by Breakdown.

From behind Twilight however, she hears the sound of more vehicles approaching.

She turns around to see, a familiar red van, a red car, a police car, about five rescue vehicles, and five metal dinosaurs heading in her direction.

The three cars transform. It's none other than Ironhide, accompanied by Prowl, and Sideswipe.

They begin shooting at the Stunticons.

"So you wanna play hardball! Fine! Stunticons, merge to form Menasor!" Motormaster commanded.

The Stunticons jump into the air, and one by one, connect to each other, forming a giant robot.

"Oh my Celestia....." was all Twilight could say at this point.

"MENASOR SMASH! MENASOR DESTROY EVERYONE AND EVERYTHING!"

The rescue vehicles come to a stop, and also transform into their robot modes.

"Protectobots!" Hot Spot yelled. "Counter by combining into Defensor!"

The Protectobots connect to each other in a similar fashion as what the Stunticons just did, and form Defensor.

"DEFENSOR ACTIVATED! RESUMING MISSION TO PROTECT CIVILIANS!"

"Me Grimlock munch Menasor! Dinobots attack!" Grimlock yells, as the other Dinobots advance towards the giant Decepticon.

Menasor and Defensor begin punching each other, while the Dinobots attack his legs. The other Autobots begin firing a full volley of missiles, rockets, and lasers at the giant. Eventually it's too much for Menasor to handle, and he dis-assembles back to the separate Stunticons.

"I'm outta here!" Motormaster says, as he transforms, and rolls away.

"HEY!" The other Stunticons yell angrily, as they also transform and chase their cowardly leader.

Defensor, seeing that the enemy has been defeated, also dis-assembles back into the Protectobots.

"Great work team." Hot Spot addresses the others. "Now lets get to work attending to the injured. Give the wounded civilians all the medical treatment they need."

"Yes Sir!" all the Protectobots say in unison.

"Twilight, are you alright?" Prowl asks the unicorn.

"I'm fine Prowl. You guys came just in time." She replied.

Just as things seem to calm down, Twilight notices something in the sky. A pink cloud. Hmm, strange... Well, who knows, maybe pink clouds are normal here on Earth. But wait, now there's another, and yet another, they seem to be clustering together.

Hot Spot looks up in the sky. "Looks like it's gonna rain soon. Let's hustle it up boys!"

And it indeed did begin to rain. Chocolate Milk that is.

All the humans and Autobots were dumbfounded by the strange storm.

Twilight's face was that of absolute terror, her heart was pumping a hundred miles per second, and a pit formed in her stomach which nearly made her vomit out the caramel apples she had earlier.

"Twilight? You OK?" Sideswipe asked.

"No, how could he be free? What freed him? And how is he even here on Earth? How is this all possible?" She said to herself.

At this point, she immediately runs to Prowl. "PROWL, YOU HAVE TO TAKE ME BACK TO AUTOBOT HEADQUARTERS. I HAVE TO SPEAK WITH OPTIMUS! NOW!"

Chapter 5: Enter the Draconequus

"Optimus!" Wheeljack calls out to the Autobot leader. "The strange readings from the other day have returned. And this time, they're even stronger."

"Indeed." Perceptor added. "And you are not going to believe the sky spy satellite has picked up either."

Perceptor turns on the main screen of Teletraan 1, and Optimus looks on intently.

He sees, cotton candy clouds raining chocolate milk, streets covered in soap like material and are now checkerboard colored, lamp posts turned into giant candy canes, pies flying upwards through the air, buildings transformed into giant playing card houses. Absolute chaos.

"What in Primus' name is going on out there?" Optimus asks the two Autobots.

"I'm not sure Optimus." Wheeljack responds, "But whatever it is, it's not natural. Perceptor, you think the Decepticons created some sort of weather matter manipulating weapon or something?"

"Highly unlikely Wheeljack." The Autobot scientist answered.

"And I also hightly doubt Megatron would do anything like this." Optimus added to Perceptor's doubts. "It is simply, not in character for him."

"It seems the strongest source of this is coming from, and I don't believe this is a coincidence, New York City." Perceptor reported.

"Hmm, Then we better go and investigate. Wheeljack, you and Perceptor stay here at The Ark and continue to monitor these strange phenomenons. I will depart to New York, with Mirage, and Cliffjumper.
Inform Skyfire we need a transport back to the City again."

"Understood Prime" Wheeljack responded.

Before they can go anywhere, Prowl, Ironhide, Sideswipe, Bumblebee, and Hound return to the base with the human teens, Twilight Sparkle, and the young dragon.

"Optimus, I need to talk to you!" Twilight blurted out as she runs up to Prime.

"I'm pretty sure you know about the strange events outside," she explained. "But I know exactly what's causing this. Or better yet, WHO is causing this."

"I am listening my little friend." Optimus replied.

"His name is Discord. He's a Draconequues. A creature of great magical power. He is known as the Spirit of Chaos and Disharmony on my world. I don't know how, but somehow he's escaped from his imprisonment and has come to Earth. If we don't stop him, this entire planet will be plunged into eternal chaos!"

"Hmm, I had a feeling these events were caused by some alien force." Wheeljack replied.

"Then we must stop this Discord." Optimus said as he activates his comm link.

"Skyfire come in! We need another trip to New York City. This is of upmost urgency."

"Copy that Prime." Skyfire's voice said over the comm link. "I'll be en route shortly to pick you all up."

At the Decepticon underwater base, The Nemesis.....

"Lord Megatron, Laserbeak returns." Soundwave says as the metal condor flies into the room.

"Excellent." Megatron replied. "Soundwave, play back Laserbeak's findings."

"As you command, Megatron."

Laserbeak transforms into his cassette mode, and enters Soundwave's chest. Soundwave himself, transforms into his radio mode, and several cords extend to hook him up to the main computer.

Images begin to play on the screen. The same exact images that the Autobots saw earlier on Teletraan 1.

"What is this? Some kind of joke?" Megatron said while viewing the events.

"Megatron" Starscream calls out, "This is no joke, I'm getting these strange reading almost globally. It's happening all over the place. IT'S THE APOCALYPSE! WE'RE ALL GOING TO BE SCRAPPED!"

"Shut Up Starscream!" Megatron angrily yells, "There has to be a logical explaination for this."

"My lord," Skywarp walks over to the screen. "It appears the strongest one of the strange events, is happening in New York City."

"Well then, we should pay that place a visit once more. Whatever is causing this, perhaps we can harness it's power for ourselves. Decepticons, mobilize!"

New York City....

Skyfire lands in the middle of the city, and Optimus, Cliffjumper, Mirage, Trailbreaker, and Twilight Sparkle exit him. He then transforms into his robot mode, and joins with the rest of the group.

"Keep your wits about this guys." Twilight said to the bots. "Discord is a trickster, and will try to play mind games with you."

"Oh my ears are burning Twilight Sparkle." A voice boomed from nowhere. "It's been some time now hasn't it. To think of my surprise when I found you were on Earth as well, mingling with these humans. And now, these giant metal automatons."

"DISCORD!" Twilight yelled out. "Show yourself! Where are you?!"

"Oh but I'm right here my little pony."

Discord appears in a bright flash of light, standing in front of Twilight and the Autobots.

"What a strange looking creature." Trailbreaker said, while slightly taken aback.

"I'm the strange creature?" it responded. "Perhaps you should speak for yourself, I've never seen anything like you at all. Definitely not what I was expecting."

"I am Optimus Prime, an Autobot." He addressed himself. "Who are you?"

"I suppose you wouldn't have heard of me, now that I think about it, would you? Very well, I'll tell you. I'm Discord, the spirit of chaos and disharmony itself."

Optimus couldn't help but widen his eyes at such a response.

"I…do not understand. If you really are such a powerful being, why are you here?"

"Well aren't you the formal one?" Discord teased. "Fine I'll humor you. I decided that it was in my best interest to start somewhere fresh, maybe meet some new faces, and that I should go and cause as much chaos as possible."

Optimus was starting to feel a great sense of unease the more he conversed with Discord.

There was a loud sound coming from the sky. It appeared to be a shuttle flying towards the group. The shuttle lands, and the occupants step out. It was Megatron, Soundwave, Starscream, and Blitzwing. The shuttle itself then transformed. It was Astrotrain.

"Great, as if this day couldn't get any worse" Twilight said.

"Optimus Prime!" Megatron called out. "What are you doing here? And what is this odd creature? I take it you must be the source of these stange occurances."

"Guilty as charged." Discord said in a whimsical manner.

"State your business here." Megatron demanded.

"Well aren't you the stern one." Discord said to the Decepticon leader. "I'm here to take over this world, and make it my own personal playground."

"Ha, an insect like you?" Megatron mockingly said. "I'll soon turn you into ash before you can even blink."

Megatron raises his cannon at Discord.

"NO DON'T!" Twilight yells in terror.

"Hmm, the way I see it, the only bug around here that needs to be squished is you." Discord responded coyly before snapping his fingers.

At that time, a large white light flashed in the sky, and the very next moment, what appeared to be a giant flyswatter had landed on top of Megatron. Everyone was stunned with shocked expressions as the swatter immediately disappeared in another flash of white light. Megatron was out cold, in stasis lock.

"Lord Megatron!" Blitzwing shouted.

"How dare you insult the great and mighty Decepticons!" Astrotrain angrily blurted out.

"Decepticons, surround the monster!" Starscream yelled as the Decepticons incircle Discord pointing their weapons at him.

"Well aren't you just a rude bunch." Discord said and snaps his fingers.

Suddenly all of the Decepticon's weapons disappear, and reappear next to Discord, which are now pointed at their former owners.

"What? What is this?" Starscream says in a panic.

"Ready"

"What are you doing?"

"Aim"

"No stop, please DON'T!"

"FIRE"

The weapons instantly begin firing on the Decepticons.

"Decepticons, retreat!" Starscream yells as he runs off.

"Astrotrain, get us out of here!" Blitzwing calls to his comrade.

Soundwave picks up the unconcious Megatron, slings him over his shoulder, and runs to Astrotrain as he transforms back into his shuttle mode.

Astrotrain then takes off without haste.

"I don't believe it." Cliffjumper said. "He just beat Megatron and his goons like they were nothing."

"I know Cliffjumper, and that is what troubles me." Optimus responded to the scout.

"Alright Discord, no more games." Twilight demanded. "How in CELESTIA'S Name did you get loose?!!"

"Wouldn't you like to know Twilight Sparkle." he said mockingly.

"Oh very well, I'll humor you for a bit. You see, it happened when your dear brother married your foalsitter. When the Changelings decided to invade Canterlot. They created enough delicious chaotic energy, it caused my prison to falter. And Poof, here I am. I suppose I should really thank Queen Chrysalis the next time I see her."

"Discord," Optimus said, "If you intend to remain here on Earth, then I cannot allow you to harm any of the innocent lives that reside on this planet. If you do, then I will be forced to take action against you."

"OH PISH POSH!" Discord snorted. "You're one of THOSE, aren't you. The hero type, how utterly boring. You're probably no better than Princess Bore-Lestia herself. Where's the fun if you always follow the rules? I'm here to liven things up, by spreading some chaos, torture. I simply cannot WAIT to begin the torment of the humans!"

"That's it I've heard enough." Cliffjumper said. "This yahoo's going down."

"CLIFFJUMPER, DO NOT ENGAGE!" Optimus ordered, but was too late.

"Don't worry. I bet I can take him out with one hand behind my back." Cliffjumper proclaimed proudly.

"I'll do you one better," Discord responded. "I'll take you out with both my hands behind your back." As he said this, his arms disappeared in a white flash.

"Uh, don't you mean your back?" Cliffjumper asked.

As soon as Cliffjumper finished the question, he noticed a finger tapping on his shoulder. He turned to see Discord's eagle claw on Cliffjumper's left shoulder, which then pointed to Cliffjumper's other shoulder. As soon as Cliffjumper turned his head to the other side, he received a punch to the jaw from Discord's lion paw, attached to Cliffjumper's right shoulder. The punch was strong enough to send Cliffjumper flying into a nearby building.

"No." Discord said flatly as his arms reappeared at his side. He then proceded to laugh hysterically at the pain he just caused.

"CLIFF!" Mirage yelled.

He transformed into his vehicle mode and attempted to charge Discord. However, as soon as he got close, Mirage lost control of his steering. The ground beneath him had suddenly been covered in a slippery, soapy material. Mirage transformed back to normal to try and regain his balance, but he ended up tumbling right into Cliffjumper.

"Autobots! Fall back! Skyfire we need transport immediately." Optimus ordered.

Skyfire transforms into his jet mode as the Autobots and Twilight board him. He takes off and flies back towards the base.

"Leaving so soon? The fun's just getting started." Discord teased, "Looks like I win the day."

He begins to cackle.

Back at The Ark.....

Every single Autobot has their optics transfixed on Teletraan 1's screen. As well as their human friends, Spike the dragon, and Twilight Sparkle.

"It's complete pandemonium out there folks!" One newscaster reported in slight panic. "It's one of the largest hailstorms in New York City to date, but there isn't even a single cloud in the sky! Not to mention temperatures have reached a boiling new record of 135 degrees Fahrenheit, which makes the raining ice even more improbable! Residents are advised to seek shelter and-aaaaagh!"

The reporter screamed as ice chunks the size of baseballs had apparently broken through the roof of the news station and were pelting everyone in the room. One ice chunk hit the camera and cut off transmission, so Ratchet changed to a new channel.

"The unthinkable has happened as all of Hawaii has been stricken by a 10 foot snowstorm,"

A newslady wrapped in snow clothing reported.

"T-t-t-t-t-emperatures have been reported to be at -10 degrees Fahrenheit and dropping. So p-p-p-please find any way to keep warm and-" Rachtet changed the channel once more.

"The plains of Nebraska and Iowa have been hit by a flashflood," another anchorman reported, "It was literally a flash flood, as all of this water appeared in a giant flash! But the bizarre thing about it is that the edges of the flood are just in the middle of nowhere!"

He said in front of a giant wall of water that was not being retained by any sort of structure. Ratchet channel flipped once more.

"Things are crazy up here in the north," another news anchor was reporting live. "I would not believe it if I weren't seeing it myself, but the sky is in fact, raining pies."

As he said this, a blueberry pie landed on his face and covered him in goop.

"This would not be too huge of a problem except that every now and again one of the pies"- he was cut off by a large explosion noise. –"spontaneously combusts. Hopefully we can fix this mess before someone gets hurt. I'm Hector Ramirez and this is the 6 o'clock news."

Ratchet had seen enough and turned off the screen.

"It's worse than I thought." Twilight explained to the rest of the group. "It's like he's been turbocharged. He wasn't this powerful back on Equestria. His antics were only confined in one town. Ponyville. This however, is world wide."

"It appears that your world must be a far more peaceful and innocent one. I have no doubt that Discord is feeding off the negativity and malice of Mankind." Optimus explained.

"Well there has to be a way to stop that vile monstrosity." Tracks said while give a look of utter disgust.

"There is one thing that we used back home that did Tracks." Twilight mentioned. "It is the Elements of Harmony."

"Please explain." Perceptor inquired.

"The Elements of Harmony are ancient artifacts from my world. They are used to defend Equestria from evil. I and five of my other friends are the spiritual holders of each element. My friends, Rainbow Dash, is the holder of Loyalty, Rarity, is the holder of Generosity, Applejack, is the holder of Honesty, Pinkie Pie, is the holder of Laughter, Fluttershy is the holder of Kindness, and I am the holder of the most powerful element, Magic."

"So alls we gotta do is WHAM BLAMO! find these Elements and your friends, and KABOOM BANG! we can stop Discord from making Earth into the next nuthouse?" Warpath asked.

"That's right Warpath, I just need to get back home." Twilight answered the red Autobot tank.

"And I will accompany you Twilight." Optimus said. "As the leader of the Autobots, and as a representative of Planet Earth, I shall plead our case to your Princess. Hopefully she will allow us to borrow the elements to bring Discord down."

"And don't think you'll go alone Prime." Ironhide added.

"Me, Ratchet and Ironhide are coming along with you." Bumblebee said.

"But Twilight," Spike the dragon called out. "The teleportation spell only allows two to travel at a time."

"Oh don't worry about that." Perceptor said, "What we can't fix with magic, we can fix with technology. Twilight, can you hand me your star chart?"

"Of course Perceptor." Twilight answered as she gives Perceptor the chart.

"Now let me scan this real quick." He pulls out a device that scans the chart, then takes the information to Teletraan 1.

"Now calculating location..... Ah there! In the Andromeda Galaxy. That is where Equestria is located." Perceptor says triumphantly.

"But it'll take eons for us to get there." Spike Witwicky said dejected.

"That may be true with human technology, but you are forgetting the new fuel cell that Ratchet invented which was recently installed in Omega Supreme. With that new power, he can reach Andromeda in mere hours. Six hours to be precise. No offense about insulting your people's level of tech of course Spike." Perceptor said. "The only downside is that it consumes very much energon. So I suggest you take a double supply of cubes with you Prime."

"Ah, don't worry about it. Cybertron is light years ahead of Earth when it comes to that kinda stuff anyways." Spike Witwicky said with a light laugh.

"Then it's settled. Spike, pack your things. We're going home!"

On the Nemesis......

Megatron stood at the head of the bridge, seeing the chaos unfold through several screens on the ship.

"Remarkable," Megatron said aloud to himself. "To think he held this much power."

Megatron was then approached by a yellow and purple Decepticon. "Lord Megatron," he said. "Perhaps we should rethink our conquest of earth. It is a big galaxy after all. There are plenty of other planets to rule."

"No Scrapper, that won't be necessary," Megatron replied. "Because we are going to destroy this little imp once and for all!"

"What?!" Scrapper gasped in surprise. "Bu-bu-but surely you've seen what he can do! How do you plan to go against THAT?!"

"Optimus and the Autobots are more than likely figuring out a way to stop him. If we leave, and they succeed, I refuse to let all of earth's spoils fall into his hands!!" Megatron yelled.

"But what can we do? It's not like you actually plan to join force with the Autobots." Scrapper joked, but Megatron made no response whatsoever.

"But sir, they're the enemy!" Scrapper protested. "We can't work with them!"

"Are you questioning me, Constructicon?" Megatron asked fiercely.

"No, my lord." Scrapper humbly replied. "Forgive me if I was out of place."

"Good," Megatron said. "I will arrange a meeting with Optimus Prime. Once we sort out a way to destroy this monster. I shall crush Prime with my own hands, and conquer both Earth and Cybertron with one fell swoop."

Chaper 6: Trouble in Equestria

Twilight, Spike and the Autobot team, consisting of Optimus, Ironhide, Bumblebee, and Ratchet begin to walk towards a giant Autobot who has been standing right outside of The Ark, followed by Wheeljack.

"OMEGA SUPREME, READY TO RECEIVE NEW ORDERS AND DESTINATION FOR TRAVEL." The giant said.

"Omega Supreme," Wheeljack said, "I'm beginning the upload of the coordinates of Equestria to you."

Wheeljack inserts a drive into Omega Supreme's circuitry, and data begins pouring into him.

"NEW COORDINATES RECEIVED! PREPARING FOR LAUNCH!"

"Better board you guys." Wheeljack addressed the team. "And take these with you."

Wheeljack hands several wrist mounted communicaters to the Autobots, and a number of headsets with microphones. At total of six of them, to Twilight.

"These will allow you to keep in touch with each other if you get separated while you're off world."

"Excellent thinking Wheeljack." Optimus said approvingly. "I have a feeling we might need it."

Suddenly a bright flash of light appears before the Autobots. It was Discord.

"Leaving so soon my friends?" He asked mockingly.

"DISCORD!" Twilight yelled. "What are you doing here?"

"Oh, you wound me Twilight Sparkle. And after I came all this way to send you off on your trip home." Discord mocked.

"State your true intentions Discord." Optimus demanded.

"You WOULD like to know wouldn't you, Mon-Capi-tan?" He addressed to Prime.

"Let's just say, Equestria, won't be the same when you get back home Twilight." Discord said in an onimious tone.

"What did you do?" Twilight demanded.

"I didn't do anything this time around. Draconequus' Honor." Discord said with a halo appearing above his head.

"I do not believe you." Optimus retorted.

"No, honestly, I didn't do anything at all this time around to our precious homeworld Twilight. But like I said, you will find some twists and turns when you reach your destination. Ponyville, Canterlot, the entire world, will not be as you remember it. Your homecoming may not be as sweet as you wish it. So until then...... Tootles!" Discord said, as he disappears in another flash of light.

"I don't know what that was all about, but I don't like it." Twilight Sparkle said.

"What did he mean by that?" Spike asked her.

"Frankly, right now, all I care about is getting the Elements. Discord knew we were heading back to Equestria to find the only tools to stop him, yet he's letting us go. He always finds sport in victims that struggle back." she said to the bots.

"We have no time to waste." Ratchet said, while Omega Supreme begins transforming into his rocket mode.

"ALL AUTOBOTS, AND OUR EQUESTRIAN GUESTS PLEASE BOARD!" Omega said in his booming voice.

"Autobots, prepare for launch." Optimus said as the group prepares to take off.

"Good luck out there guys." Wheeljack said, as he returns to The Ark.

Omega Supreme ignites his engines, and he flies off into space.

The trip itself was rather uneventful. Althought Twilight Sparkle still found it fascinating. She saw the stars, shooting comets, astroids, meters, nebulas and other types of space anomalies. She had Spike jot down everything she saw as Ratchet explained what each of the anomalies were. Finally they reach the edge of the Galaxy, and see how it looked from the outside. Twilight was breathless as she watched the swirling arms of the Milky Way slowly disappear from sight.
Several hours later, she sees Andromeda, in all her glory and beauty. Similar to the Milky Way, it had spiral arms, and a bright center.

Omega Supreme then finally enters the spiral galaxy, and they see several similar objects such as star, and planet clusters, comets, and asteroids.

"OMEGA SUPREME DETECTING STRONG GRAVITATIONAL PULL!"

Nearby was a black hole.

"Let's just steer clear of that bit alright Omega?" Ratchet said nerviously.

"UNDERSTOOD!" Omega replied.

Optimus and Twilight peer out one of the windows, and sees a blue marble orbiting a star.

"Finally," Twilight said, "There it is, HOME!"

"Omega Supreme, prepare to enter the atmosphere, and commence landing sequence." Optimus ordered.

"ORDERS RECIEVED! COMPLYING OPTIMUS PRIME!"

Omega begins his descent through the atmosphere of Equestria, as the heat levels rise.

Omega then finally reaches a good distance into the planet, and begins his landing sequence in an area that appears to be near a forest.

"Land over there. Right by that town." Twilight pointed to what appears to be a settlement. "That's Ponyville, my home."

Twilight also notices something strange.

"By my calculations of the time of day, it's supposed to be noon. Why is it still night?" She asked herself.

"OMEGA SUPREME REPORTING! LANDING SEQUENCE SUCCESSFUL! WE HAVE TOUCHED DOWN!"

Letting the area around them cool down first. The hatch finally opens, and the team exits Omega.

"Omega Supreme," Optimus said to the rocket. "Please remain here until we return."

"UNDERSTOOD OPTIMUS PRIME!" The giant said back.

"We're a couple of miles from Ponyville, so we'll have to go on foot from here." Twilight explained.

"Hey why go on foot, when you can drive?" Bumblebee said as he transforms.

All the Autobots then transform. Twilight hops into Optimus. Bumblebee has Spike riding in him.

"I'll direct the way. Everypony, follow Optimus." She said, as the bots roll off.

After some time, they finally reach Ponyville.

Twilight feels like that something isn't right, as she exits Optimus.

"I think you guys better wait right here for now. I'm not sure how the others my react if they see you right away."

"Understood." Optimus said in compliance.

"Spike, let's go." She called, as the little dragon hops on her back.

As Twilight and Spike travel through the town, everything seems out of place.

"Where is everypony? And why is is still night?" She said, as all Spike would do is shrug.

Suddenly a blue blurr flies across an area right in front of her.

"Rainbow Dash!" Twilight called to her friend.

"Huh? What? NO WAY! Twilight, that you?" Rainbow reacted, as she lands on the ground.

From behind a building, Pinkie Pie bounces up.

"TWILIGHT! YOU'RE BACK! OH YES! NOW I NEED TO THROW YOU A WELCOME HOME PARTY!" Pinkie bounced around in her usual cheerful tone.

"No time for that right now sugarcube." Applejack said as she also comes out from another building.

"Girls!" Twilight called out to her friends. "What happened? Where is everypony? Why is it still dark?"

"HALT!" A voice said from behind Twilight. The figure comes closer, it was Princess Cadence, behind her were Fluttershy, Rarity, and her brother Shining Armor.

"What's going on?" Twilight asked, as Spike dismounts from her back.

"How do I know you're the real Twilight Sparkle?" Cadence asks.

"What do you mean? What's happened?" Twilight now more confused than ever.

"How do I know you're not a changeling?" the pink alicorn asks.

"Changeling?! I assure you, I'm not, tell her Spike."

"And how do we know that this is the real Spike?" Shining Armor added.

"Fine I'll prove it!" Twilight said.

"SUNSHINE SUNSHINE LADY BUGS AWAKE!" Twilight began to sing.

"CLAP YOUR HOOVES AND GIVE YOURSELF A SHAKE!" Cadence finished.

"Twilight! It really IS YOU!" Cadence happily said as she hugs the unicorn.

"TWILIGHT!" her five friends call out in unison as they all run up and give her a hug.

They also turn their attention to Spike, and embrace him as well.

"Twilie, I'm so glad you're back." Shining Armor said while patting her on the head.

"Can somepony finally tell me what's going on around here?" Twilight now clearly annoyed shouted.

"Oh it was simply dreadful." Rarity said.

"And scary." Fluttershy added.

"Well ya see Twi, right after y'alls left," Applejack started to explain, "like only after a few hours, thems changelin' varmints attacked. They flew straight into Canterlot, and started blown' stuff up left n' right."

"Yeah," Pinkie added, "I knew something wasn't right when my Pinkie Sense started kicking in."

"And I should have taken it more seriously." Rainbow Dash said feeling guilty.

"Twilie, what happened next was unthinkable. Queen Chrysalis had returned. She must have gotten wind of you leaving Equestria, and without your contribution to the Elements of Harmony, there would have been no opposition to stop her. She defeated both Celestia and Luna, and now wields their power. That explains why the sun hasn't shined since the day you left. When Celestia fell, it became eternal night." Shining Armor explained to Twilight.

Twilight could only stare and listen in shock.

"I'm currently the acting Princess" Cadence said, "and I'm doing whatever I can to take back Canterlot. Right now, we have guards protecting pretty much our last stronghold, the town of Ponyville. Whenever the changeling swarm attacks, we erect a force field around the town to protect ourselves. It's been working so far, but each attack has been more aggressive. I fear we won't be able to hold out for long. All of the unicorns are exausted. I fear the next attack, our shield will fail."

"And that's not the worse of it." Rarity added. "The changelings have been capturing and kidnapping ponies, and taking them back to Canterlot for reasons unknown."

Applejack began to form tears around her eyes.

"Yeah, just yesterday, both Big Macintosh and Apple Bloom were taken." She sobbed. "An' there was nothin' Ah could do about it."

"Oh no, I'm so sorry Applejack." Twilight tried to comfort her friend.

"I'm so sorry everypony... This, this is all my fault. If I hadn't left, then the Elements of Harmony could have prevented this before it even happened."

"Hey, stop that egghead!" Rainbow retorted. "This isn't your fault."

"That's right sugarcube!" Applejack added. "Nopony's blamin' ya for any of this."

"I'm just super-duper-excited-happy that you're back Twilight!" Pinkie Pie shouted.

"I umm, I'm just grateful nothing bad happened to you." Fluttershy added.

"We're all glad you're in one piece deary." Rarity said.

"This situation has put us in an even more jam than before girls. I hate to add salt to the wound, but there's another reason why I came back early. And believe me, you're not gonna like what I'm about to tell you....."

Some Time Later......

"YOU'RE KIDDING ME?!" Rainbow Dash said in disbelief.

"He's back??" Fluttershy said in horror.

"Fraid so girls." Spike answered.

"Great, as if this situation can't get any worse." Shining Armor added.

All Pinkie, Applejack, and Rarity could do was listen with their jaws agape, not knowing what to say.

"So not only do we have to deal with the bug queen, but Discord too?" Rainbow said while irritated. "NOT....Cool....."

"Well don't worry girls, I brought some help from off world."

"Ya mean ya brought some aliens with ya?" Applejack asked.

"You could say that." Spike said with a small smirk.

Twilight reaches into her bag, and pulls out her headset.

"I've never seen an accessory like that before Twilight. Is that some alien fashion?" Rarity asked.

"Not exactly..." Twilight answered.

She speaks into the mike.

"Guys, you can come in now." Twilight spoke.

"Understood" a stern voice said on the other side.

Before any of the ponies could react, four large vehicles rolled into the middle of Ponyville. The Mane 6, Spike, Cadence, Shining Armor, and all the guards and civilians take a step back as they move in and stop in a row.

"Whoa, giant carriages that move on their own without anypony pulling them?" Pinkie Pie asked.

"It's more than that Pinkie. OK guys, show them who you really are." Twilight said.

To the astonishment of all the ponies, the four vehicles seem to fall apart, then move their pieces around like a puzzle. Before they knew it, they were now giant bi-pedal metal humanoid beings.

All the ponies present gasp. Pinkie Pie's eyes light up with excitement, while Fluttershy dives behind Applejack in terror.

Rainbow Dash flies up to Optimus and eyes him.

"Wow, you look really cool!" She says as she flies back to the rest of the ponies.

"Greetings, my name is Optimus Prime. We are Autonomous Robotic Lifeforms from the planet Cybertron, or Autobots. Though we currently reside on the planet Earth." Optimus said addressing the ponies.

"And this is the rest of my squad. Bumblebee, Ironhide, and Ratchet." He points to each Autobot as he introduces them.

"We have come on a mission to find a means to stop Discord from ravaging Planet Earth, and I was told by your friend Twilight Sparkle, that the only hope may be the Elements of Harmony you possess."

"Why yes, we do possess them. I am Princess Cadence, acting ruler of Equestria." Cadence introduces herself. "And this is my husband, Shining Armor, Captain of the Royal Guard."

Shining Armor gives a respectul bow.

"And these are the Element holders, though you already have met Twilight."

"I'm Applejack."

"I'm Pinkie Pie!"

"I...I...I'm.......Fluttershy."

"Rarity, it's a pleasure."

"And call me Rainbow Dash."

"Yes, Twilight has spoken very highly of you all. It is an honor to meet you. Although I was told that Princess Celestia and Princess Luna are the rulers of this world. May I ask where they are?"

"It's a long story Optimus Prime." Cadence answers.

Some time later after some explainations from both parties regarding both worlds.......

"I see." Optimus says as Cadence finishes her story. "This certainly complicates things indeed."

"Ah just can't believe that varmint Discord got loose again." Applejack said in a huff.

"The chaotic energy released when Chrysalis first invaded was what caused the seal to be broken." Twilight explained to the rest of the ponies. "We need to get the Elements more than ever. To save both worlds."

"Well, with your castle taken over, how will we do that exactly?" Bumblebee asked.

"I say we storm the place Prime." Ironhide said as he cracks his knuckles.

"All in due time Ironhide." Optimus replied.

"Well now that Twilight's back. Miss Meanie Pants is finally gonna get it!" Pinkie said while taking a boxing stance.

All Fluttershy would do is hide behind Rarity.

Optimus slowly approaches Fluttershy, as she begins to shiver even more.

"Hello little one. Fluttershy is it? I know we may seem large, and intimidating, but rest assured that my Autobots and I will do whatever we can to safeguard your life. We are defenders of the peace, and protectors of the innocent. We promise that no harm will come to you. I swear it upon my spark." Optimus says as he gently pets her on the head.

Fluttershy, hearing his sincerity, and moved by his words, finally warms up to the Autobots. She grabs Optimus' index finger and hugs it.

"For a big scary monster, you're really nice." She said as she finally put her fear past her.

"So what are we going to do about our current predicament Prime?" Ratchet asked.

"Whatever we can. We will liberate this world from it's tyranny, and restore freedom to it's inhabitants. It is the duty of an Autobot to uphold justice." Prime replied.

The Autobots raise their fists in agreement.

"We go to Castle Canterlot. And we will restore the rightful Princesses to their thrones. Ratchet, I need you to stay here in Ponyville and help Shining Armor defend the town and civilians. Also see to it if any of the ponies need medical attention.
The rest of you, roll out!"

"Understood Prime. I won't let you down." Ratchet saluted.

"I cannot thank you enough for all of your help." Cadence said to Optimus as he transforms. "With the Autobots here, and Twilight's return, we can finally take to the offensive."

The rest of the Autobots transform, as Applejack and Rarity hop into Ironhide, and Pinkie and Fluttershy hop into Bumblebee, while Twilight hops into Optimus.

"We will retrieve the Elements of Harmony Princess Cadence. Your world will be liberated." Optimus calls back to the acting princess as he begins to drive off.

"I'll lead the way!" Rainbow said as she flies up to take point.

The group start heading towards Canterlot.

Meanwhile in Canterlot......

"My liege" a changeling walks up to Chrysalis as she sits on the throne. "It appears that the Element of Magic has returned. And she's brought some off-world help."

"Is that so?" The Queen bellowed.

"She can bring all the aliens she wants, but they are no match for my swarm, or my abilites. With all the love energy I have recently taken, I am invincible. Not even Discord could stop me if he tried!" she bragged on.

"I am already more powerful than both Celestia and Luna combined. there is nopony that can stand in my way."

Chapter 7: Assault

The Autobots, with their pony companions finally pull up to the front gates of Canterlot after a long drive on the mountain side.
The ponies exit the bots as they transform back into their robot modes. They enter the city.

"Autobots, set your weapons to stun. I will not condone the loss of any organic lifeforms unless all other options are exhausted." Optimus explained. "Remember, that all lifeforms have the potential, for change and reform."

"You're the optimistic one aren't you?" Rainbow Dash teased.

"Without that hope, then we are no better than the tyrants and conquerors we fight against." Optimus said.

The bots recalibrate their weapons, so that they fire taser blasts instead of the lethal laser beam.

"Bumblebee, scout ahead, and see if you can locate a safe way into the castle where the Elements are being held." Optimus ordered him.

"Gotcha Prime." Bumblebee replied.

"Proceed with extreme caution." Optimus warned.

Bumblebee then enters the streets. He ducks around in cover, pointing his gun around, and making sure that no enemies are sited. He then runs, and ducks behind another building, looks again, this time he sees a changeling patrol walking in front of him.

Bumblebee motions his hands, signaling the others to take cover. The other Autobots transform into their vehicle modes, and and hide behind certain buildings. The ponies keep themselves concealed by hiding behind bushes and trees.

As soon as the patrol turns the corner, Bee signals the others to emerge from their hiding places.

"That was a close one Optimus." Bumblebee says to the others.

"Do we really gotta sneak around like this Prime?" Ironhide complained, "I mean, just look at em', they're no larger than the ponies, We can take em'."

"Ah thought the same thing Ironhide," Applejack said to the bot, "But when dem changlins' swarm up on y'alls, their numbers are hard to deal with. Still, I gotta find mah brother and sister. I gotta help em'."

"We will Applejack, I promise you." Twilight reassured the cowmare.

"All this sneaking around is really fun, don't you think Bee, I mean, really, it's like an extreme game and hide and seek.. and...."

Rarity cuts her off by putting a hoof to her mouth.

"SHHH! You don't want us getting caught Pinkie, so stay quiet." Rarity shushes her.

"Come on Fluttershy, let's fly ahead and see what's going on from the air." Rainbow said to the yellow pegasus.

"Do I have to? I rather go home." Fluttershy said meekly.

"Come ON Flutters, you have to do this. You're an Element holder." Rainbow demanded.

"I'll keep you covered." Bumblebee said to the to Pegasi. "I'm not letting anyone go off on their own."

"And before you do, I want each of you to take these." Optimus pulls out the headset communicators that Wheeljack provided, and gave each one to each pony.

"Use these to communicate with us, and each other, should you be separated. Also, from what I was told, these changelings can alter their forms to resemble any of you. Wearing the headset should hopefully allow us to know who is real, and who is an imposter." Optimus explained.

Each of the ponies put on the headset, though Rarity complained about it creasing her mane.

"Just put it on!" Twilight demanded.

With that done, Rainbow Dash and Fluttershy, go skyward, with Bumblebee keeping an eye on them from the ground.

Ironhide, Optimus, and the rest of the ponies, begin to head deeper into the city towards the castle.

Another group of a five changeling patrol heads towards their direction. Optimus transforms into his truck mode, and backs himself into an alley way. The guards simply walk right past him. However, they see Ironhide's vehicle form.

"What is that?" one changeling asks.

"Dunno, never seen a carriage like that before." the other answers.

The patrol of five changelings walk up to him.

"Oh scrap." Ironhide mutters to himself.

They begin poking and prodding him. One even opens his door, and climbs inside.

Rainbow Dash and Fluttershy immediately lands and runs up to Bee.

"I think we found a clear path to the castle with minimal guards, if we move quickly we can......Oh no."

The three turn around to see a group of changelings looking at them while poking around with Ironhide.

"INTRUDERS!" one yells.

Another shoots a green bolt of energy into the air. It flies up, and explodes like a firework.

"Autobots! Ponies! Our cover has been blown!" Optimus yells, as he transforms.

Ironhide transforms, startling changeling patrol that was messing with him.

The changelings immediately begin attacking the bots, as the ponies run out of their hiding places.

"Looks like we don't have any other choice." Twilight says, "Girls, let's get em'"

A swarm of changelings fly towards the signal that went off earlier, as the Autobots begin firing their taser shots at the attackers. Many of them are hit and go down. The ponies begin hoof to hoof combat with the changelings that charge at them.

Applejack using her hind legs to buck away several, Rainbow Dash plows into another group with her super sonic speed.
Twilight fires magical blasts from her horn at more changelings, while Rarity uses her martial arts skills to punch and kick away another patrol.

Pinkie Pie confronts a group of changelings, and pulls out what appears to be a bazooka, out of no where. She pulls the trigger, as pies start flying out. Many of the changelings receive pies to the face, while all Fluttershy could do, is cower in a corner. That was, until she sees three of the changelings pin Pinkie Pie to the ground. At this point, Fluttershy is angered. There's one thing she cannot stand, and that's seeing somepony hurt her friends. She begins to emit her famous "Stare" at the attackers, and they immidiately back away in fear.

Soon more arrive, and land in front of the group. In green flashes of light, the changelings turn into each of the Mane 6.

"Don't worry." Twilight said. "We've handled this before."

The girls, even Fluttershy this time, who was still in Stare mode, charge at their doppelgangers.

The ponies begin taking down a huge number of changelings with their physical attacks. Knowing exactly who to strike, and who not to attack. Thanks to the headsets they were wearing. Fortunately, the changelings have not caught on to this flaw.

The Autobots, are now being attacked by the swarm much more aggressively. They are now shooting magical green bolts from their horns as they fly in to divebomb the bots. The Autobots shoot back with their tasers, and use their fists to swat and punch any that got too close to them, out of the air.

Ironhide, losing his patience, runs directly into the heart of the attacking swarm.

"Ironhide! Return immidiately!" Optimus ordered, but he had already lost sight of the bot in the large swarm.

Optimus hears a few shots coming from Ironhide's direction, as he himself continues to fight off the onslaught that is endlessly coming in his way.

Then Ironhide reamerges from the swarm.

"Sorry about that." He says to Optimus, "Got kinda carried away there."

"Of course Ironhide." Optimus says calmly, then suddenly delivers a fist straight into Ironhide's face.

The ponies and Bumblebee look on in shock.

"Optimus! What are you doing?" Bumblebee cries out.

"Bumblebee, that is NOT Ironhide!" Optimus answers.

Right on cue, "Ironhide" falls to the ground, and in a green flash, turns back into a changeling.

"They can turn into Autobots?" Rarity asked in shock.

"It appears so." Optimus replied.

"How did you know it wasn't Ironhide?" Twilight asks as she shoots another blast of energy at an attacker in her own image.

"Let's just say, I have the Wisdom of the Ages inside of me. It helped me deduce who is an imposter, and who is real." He answered.

Twilight, not sure what he meant, continues to fight off the hordes.

Soon, all of the changelings in the vicinity have been beaten. And Optimus sees the real Ironhide, finishing off the last of the swarm that are still attacking him. With one more taser shot, the last changeling falls to the ground defeated.

"So much for covert." Ironhide said dryly. "Just ain't my style."

Up from the castle tower, Queen Chrysalis was watching the entire event transpire. She had already knew about Twilight Sparkle, and the Elements of Harmony holders making a plan to raid her domain. Although, these giant metal robots she did not expect. Yet she found them to be very interesting indeed. Seeing them transform back and forth between bi-pedal creatures, to vehicles was something she found amusing. Almost like if they were in a way changelings themselves.

The bots and ponies finally reach what is the front gates of Canterlot Castle.

"If the battle was this easy, then we should have no problems gettin' what we need, and stoppin' this evil queen." Ironhide says.

"I do not think it will be that simple." Optimus answers him. "Do not underestimate the opponent."

"She was able to defeat both Celestia and Luna a the same time." Fluttershy said, "And they're both the strongest ponies we know. They're practically gods."

"Yeah, and that's SUPER DUPER STRONG!" Pinkie added.

"Trust me," Twilight said, "This won't be easy."

"I understand. Autobots, as before, proceed with extreme caution." Optimus orders, as the group open the castle gates, and head inside.

All around them, they see what appears to be green cocoons and demolished furnishings, as if a battle had taken place.
Finally they come across a pair of large doors.

"This leads to the throne room." Twilight said to the group. "Ok everypony, are you all ready?"

"More than ready!" Rainbow replied.

"For Apple Bloom, and For Big Macintosh!" Applejack said with courage.

"Let's get this party started!" Pinkie yelled out.

"Anyone this uncouth deserves a walloping." Rarity replied.

"Umm, I think so.... I mean, if that's ok with you." Fluttershy said nervously.

The Autobots click their weapons, look at each other, then the ponies, and nod in agreement.

"Advance!" Optimus calls out as he kicks in the door.

Inside, Queen Chrysalis was sitting on the throne, silently smiling.

"I have been expecting you my guests. Please come in." She said in a mocking manner.

"Queen Chrysalis, I presume." Optimus said as he approaches her.

Two of her guards take defensive stances.

"No guards, leave us. I shall enjoy dealing with them myself. As I have something very special planned. Indeed."

"Chrysalis!" Twilight called out. "You will surrender this instant. Your goons have been beaten, and we have powerful friends with us. Give up now!"

"An' give us back our family members!" Applejack added.

"And the Princesses!" Rarity also yelled out.

Chrysalis began laughing.

"Oh you're quite serious aren't you?" she teased. "I am not one to give away such a prize like the throne of Equestria so easily, nor am I intimidated by your giant warriors. Soon all wil bow to me. Even Discord shall fear my power."

With that, she stands from her throne, and advances towards the heroes.

"Get ready everypony!" Twilight says, as all the ponies, and bots take a battle stance, and weapons locked.

"Conventional weaponry will not do you any good." Chrysalis says, as her horn begins to glow. "I have absorbed enough love energy to transend it."

She then fires a blast which hits Bumblebee in the chest. It sends him flying into a wall.

"BEE!" everyone calls out in unison.

"Yer gonna pay for that!" Ironhide says as he fires at the queen.

Chrysalis erects a force field that deflect Ironhide's blast back at him. He too is knocked down.

"Now, no more games. I will not make the same mistake again by stalling." She said as a green vortex of light and flame encircle her.

The green turns into a giant pillar, and when it subsided, it's a splitting image, of Optimus Prime!

"Now," the doppelganger Prime says, even in Prime's voice, "let your termination begin."

Chapter 8: Change

The Autobots, and ponies look on, bewildered, that the changeling queen, has become a perfect double of the Autobot leader. Even her voice was down to the T.

"Prepare to be destroyed!" The doppelganger Prime yelled out in an unsettling sound, as the others are so used to Optimus' benevolent spirit.

"Not while I still function!" The real Optimus says as he charges towards his clone.

Both Primes turn their right hands into orange energy axes, and begin fencing with each other.

"Twilight," Bumblebee says to the unicorn, "I think this might be the best time for you to look for the Elements."

"Right Bee. You heard him girls! Let's get going." Twilight addresses the others.

All the ponies nod in agreement, and begin to charge towards the back chamber where the Elements of Harmony are held.

On their way, however, they see more of the strange green cocoons, and multiple changelings guarding them. The moment the changelings saw the ponies, they swooped over to engage.

Once again, the ponies use their skills, bucking, magic, staring, party cannons, to force their way to the doors that held the Elements.

Back at the battle with Optimus, and Chrysalis Prime, Ironhide and Bumblebee watch in confusion. The two Autobots have already lost track of who is the real Optimus, and who is the Queen.

One of the Primes delivers a roundhouse kick to the side of the other. The other Prime retaliates, by hammerfisting the opponent in the chest. The blows were brutal, and multiple strikes were landed by both combatants.
Their fists collide with each other, and then their guns go ablaze, as they try to fill each other up with laser fire.

"I can't tell who's who!" Bumblebee yelled out.

"Well all we can do, is watch until we figure somethin' out little buddy." Ironhide replied.

Back with the ponies, Rainbow Dash slams one of the changelings so hard, it flies into one of the cocoons. It begins to crack, then crumbles. Inside, was a blonde maned, and grey pegasus. The pegasus opens her eyes, revealing them to be crossed.

"DERPY! You OK girl?" Rainbow asked with concern.

"I'm fine, thanks Rainbow Dash. I felt like my emotions were being drained when I was in that thing."

It then hit Rainbow Dash. The cocoons, they WERE the missing ponies! Chrysalis had captured the ponies, encased them in cocoons, and was draining love energy from them. It was the source of her power.

"Twilight!" Rainbow yelled to the unicorn, "Destroy the cocoons! The missing ponies are trapped inside. The changelings are draining the love out of them literally!"

Twilight and the others hear this revalation, and begin attacking the cocoons, as the changelings tried to stop them.

Applejack was more determined than any of the other ponies. Now she knew where to look for her brother and sister, she began bucking every cocoon she could find. She had already broken a couple open. Applejack had freed several ponies she recognized as locals in Ponyville. The were Lyra, Bon Bon, Dr. Hooves, Caramel, and even the grouchy Cranky Doodle Donkey. They all thanked her as they tried to look for a place to escape.

Twilight realized there's no where for the escapees to go.

"Sorry about this Princess" she says to herself, as she charges up a large blast, and blows away a section of the wall, creating a large hole that leads out of the castle.

"Everypony! Hurry and run!" She shouts to the refugees.

All of the freed ponies make a break for the new exit, as more changelings try to chase them down.

"YOU WILL NOT HURT ANYPONY!" Fluttershy angrily yells, as she stares down the pursuers. They immediately retreat back.

Applejack bucks out several more cocoons, and as they break open, she sees a familiar large stallion. It was none other than Big Macintosh.

"MAC! AH'm so glad yer alright!" Applejack cries out, with tears in her eyes, as she hugs her brother.

"Eeyup!"

"We gotta find Apple Bloom." Applejack says to him.

"Eeyup!" he says even more firmly in agreement.

He begins helping the Mane 6 fight off the changelings, and breaking the cocoons.

Back in the throne room.....

The two Primes still go at it, matching each other blow for blow. One Prime swings, the other dodges, and counter attacks, the punch is caught by the opponent, and another swing is made hitting the other in the chest. The opponent then grabs the antagoniser, and delivers a knee to the mid section to the opposer.

"Autobots!" one of the Prime yells out. "Assist me in defeating the changeling!"

"NO Autobots! That one is the imposter!" the other Prime yells.

"If you do not stop the Queen, she will destroy this entire world!" The other yells again.

"Autobots, to not fall for the changeling's deception!" The other Prime yells.

"I don't know what to do." Ironhide says to Bumblebee.

"We have to trust our instincts. Ironhide." Bumblebee says to his friend.

They both point their guns at the two Primes.

Then one of the Primes shouts out:

"Destroy the imposter, finish her off!"

At this point both Autobots know EXACTLY who to shoot. They open fire, and light up the Prime who just yelled out the order.

The Prime falls to the ground. Then in a green burst of flame and light, reverts back into Chrysalis.

"How......how...did...you know?!" She asked weakly.

"Because Optimus Prime would never ask us to kill an organic, never in cold blood." Bumblebee explains. "He believes that all lifeforms, no matter how evil, has the potential to reform. Even someone like you."

Chrysalis curses herself for allowing such an obvious exploitation to ruin her disguise.

Meanwhile in Ponyville.....

Ratchet had set up some medical tents with several doctor ponies to help treat any ponies that were wounded in previous battles, or sick from diesease.

"You hear something?" Shining Armor asks the Autobot medic.

"Yeah" Ratchet replied. "Like some kind of buzzing noise."

They both look up, and to their horror, a giant swarm of changelings begin to descend to the town.

"We're under attack!" A unicorn guard yells out.

"ALL UNICORNS TO ME!" Shining Armor commands, "Erect the force field now!"

All of the unicorn guards stand together with Shining Armor, as well as Princess Cadence, and begin focusing their power, until a giant pink shield completely envelops Ponyville.

The changelings begin to slam and hit the force field. The unicorns begin to show signs of strain.

"This has gone on for too long." Shining Armor says to Ratchet. "I don't know how much longer we can hold."

Ratchet locks and loads, his gun.

"Then if the time comes, we fight together." The Autobot medic defiantly says.

As if on cue, the force field begins to crack, then it completely shatters. Now there's nothing to stop the changelings from getting to the ponies.

"All guards, able bodied colts, and stallions, prepare for battle!" Shining Armor calls out.

He then runs over to Cadence.

"Cadence, get all the elderly, the sick, mares, young fillies, and foals out of town. They're no longer safe here."

"But what about you?" She asked with concern.

"I am the Captain of the guard. It is my duty to protect our citizens. And it is also your duty as the acting ruler to safeguard those who can't fight back. I'll be fine, I promise. Ratchet, and my best guards will be with me."

With that, the two share a passionate kiss, then go their separate ways.

The Pegasi guards fly up to intercept the changelings in an aerial battle, while the unicrons fire bolts from their horns at any changeling that had already landed.

Ratchet himself had already taken down many with his taser blasts, and Shining Armor and his unicron guard charge toward another group of invaders.

Soon the changelings begin assuming pony guard form, adding confusion to the ranks. Some guards don't know who to attack, and are taken down, others, in a panic, attack everything in sight, be they friend or foe.

All Ratchet can do at this point, is fire on any changeling that hadn't altered their forms yet.

Back at Castle Canterlot......

More cocoons have been destroyed, and more ponies have been rescued. Applejack and Big Macintosh finally find Apple Bloom, and are overjoyed to see her. Rainbow Dash also freed her number one fan, Scootaloo from her encasement.

Pinkie Pie finds Vinyl Scratch and Octavia, while Rarity and Fluttershy free Daisy and Carrot Top. Twilight continues to press forward shooting bolts at any changeling that comes her way. She then kicks down the door that leads to another chamber.

"Time fer ya to get goin' home Big Macintosh, and get Apple Bloom to safety!" Applejack says to her brother.

"But what about you sis?" Apple Bloom says with concern.

"Dontcha worry about me. I can handle this."

"Be careful AJ, an' come back in one piece. I love ya sis." Big Macintosh says.

"Eeyup" Applejack replies using her brother's famous line.

With that, Big Macintosh gallops off with the rest of the rescued ponies as they head back to Ponyville.

Twilight Sparkle continues deeper into the lower levels of the castle.

"Where are they? Where are the Elements?" She said frustrated that she still hadn't found them yet.

In the Throne Room

"Impressive Autobots" Chrysalis says, as she gets back on her feet. "You managed to actually best me."

"We will never allow someone as cruel as you to enslave the innocent." Optimus says with vigil.

"No matter, now you face my absolute power! With the love energy I've taken from Celestia and Luna, your fate will be sealed."

She then is enveloped in another large green flash, and in her place, a giant winged black dragon stands.

"Now, prepare to be reduced to ashes."

She blows a huge stream of flames at the bots, as they barely jump out of the way.

Optimus and the others begin firing on her, but they seem to take no effect.

"A dragon's hide is tougher than diamonds." Chrysalis says, "Your weapons cannot harm me."

"Then I will have to improvise" Optimus says, as he transforms into his truck mode, and using the rubble that created a makeshift ramp, runs up it and launches himself into the air, ramming the dragon in her chest, and knocking her down.

Optimus then transforms back into robot mode, and turns his right hand back into the energy axe, and takes swipes at her neck.

She then grabs Optimus, and tosses him away like a rag doll.

Bumblebee, and Ironhide begin running circles around Chrysalis while firing their blasters at her. But all they're doing is angering her.

She swats them both away with her tail, and then sees Optimus jump back at her. Before she could react, Optimus is now on top of her head, and he wraps his arms around her neck. He begins pounding his right fist into the back of her head as she attempts to shake him off.

"What hope do you have against me?" She said, "You are nothing but an insect compared to my power."

"I will continue to struggle against those who would inflict harm on others. And by the end of this day, ONE SHALL STAND, ONE SHALL FALL!"

As Prime continues to pound her, she then flings herself backwards into a wall. She turns around, and sees Optimus in an indentation in the wall she had just made.

"One shall fall indeed. YOU Optimus Prime!"

She picks him up and begins to squeeze the life out of him, as Ironhide, and Bumblebee resume shooting at Chrysalis.

She turns around and blows them both away with her fire breath. Ironhide gets back up.

"Some liquid nitrogen should cool you off missy!" he says as Ironhide's right hand turns into a tube, and jets of liquid nitrogen shoots out. They hit Chrysalis, as she begins to freeze. Then she breaks out of her frozen confinement and swats Ironhide away with her tail again.

She resumes to squeeze Optimus, when suddenly, a loud crash could be heard from behind the queen. A giant figure then hits Chrysalis across the jaw, and she drops Prime.

"AUTOBOTS IN DANGER! INITIATING RESCUE TACTICS!" Omega Supreme says in a loud voice.

Chrysalis snarls at Omega and charges him.

"PREPARING COUNTER OFFENSIVE"

Omega takes another swing, and hits her in the chest, knocking her a few steps back.

"TARGET AQUIRED! ALL WEAPON SYSTEMS LOCKED! PREPARING TO FIRE!"

Omega Supreme fires a huge payload of missiles, rockets, and lasers at Chrysalis. The heavy artillery knocks her all the way back to the wall. Omega then advances.

Chrysalis then gets back on her feet, and begins flapping her wings until she is airborn. She rains a storm of fire onto the giant Autobot.

"DANGER! ENEMY HAS AIR SUPERIORITY!"

She divebombs him with more flames, then starts knocking him around, and clawing at his armor. Omega begins to falter.
Chrysalis then picks him up, and slams him head first into the ground.

"SYSTEMS CRITICAL! UNABLE TO RESUME COMBAT!"

"This does not look good." Optimus says to himself. "If this is how the pace keeps going, then I may have to resort to The Matrix. There is a chance it may terminate her life, but I have exhausted all other options. Regretfully, my hand may be forced."

Optimus gets back onto his feet, and opens his chest compartment. He then pulls out an object that appears to be a bright blue orb encased in an orange casing.

"Matrix of Leadership, I call upon your power."

But before he can finish, six familar ponies burst into the room. They are all wearing necklaces each with a symbol that matches their cutie marks. Twilight however, is wearing a tiara.

Optimus seeing this, puts the Matrix away.

"No It can't be!" Chrysalis says in horror.

"Girls, lets do this!" Twilight shouts as the ponies begin to glow.

All the ponies close their eyes, as the light becomes more intense, then they open their eyes, and they too are glowing.
Then, a rainbow colored beam emerges from the six ponies, and flies into the air.
It then hit Chrysalis, and engulfs her.

"EEEEEYYYAAAAAAAEEEEEHHHHH!" She yells.

Then the beam stops, and all six ponies revert to normal.

They look to see where the dragon once stood. In it's place is a crater in the ground, and Chrysalis lying in it, in her true form.

In Ponyville....

Ratchet can barely hold out. He had burn marks all over his armor from the magical bolts the changelings had fired on him, as well as lacerations on his limbs. His gun has been completely depleted of energon, and he's been fighting with his fists.

Shining Armor fared no better, as he was exhausted from the battle. Be it from blasting changelings with his magic, to physically bucking them with his legs.

Suddenly, all the changelings seem to stop in their tracks. They all give a look of utter shock, and worry on their faces, and immediately turn around and fly back to Canterlot.
The changelings on the ground, and in pony form, change back to their original forms, and also turn and retreat.

"What's going on?" a pegasus guard asks.

"I'm not sure" Shining Armor answers. "They had us, and yet, they're leaving. Something must have happened to their queen. The changelings share a hive mind. Whatever it is, I just hope it's in our favor."

Ratchet looks on with concern.

"You guys still better be in one piece."

Back at Canterlot Castle....

The Autobots and Ponies look at the defeated changeling queen, when suddenly the ceiling begins to crack, and break open.
Two large green cocoons, fall to the ground, once they hit, they start cracking open.
One cocoon emits a brilliant white light, while the other emits a brilliant blue light. Then they burst open.
The occupants emerge, revealing themselves as none other than Princess Celestia and Princess Luna.

"The Princesses! They're free! And they're OK! WE FOUND THEM! WE FOUND THEM! WE FOUND THEM! WE FOUND THEM!" Pinkie Pie excitedly yells as she hops around uncontrollably.

She then stops when she realizes all the other ponies are bowing. Pinkie too then also bows, but then loses her balance, and falls flat on her face.

"Twilight Sparkle." Celestia says, "I knew you could do it. You and your friends have once again saved all of Equestria from certain doom."

"Indeed," Luna added. "We owe you a great debt of honor."

The princesses then turn their attention to their giant visitors.

"And I see we also are in debt to you as well. I am Princess Celestia."

"And I am Princess Luna."

"Greetings Your Majesties. My name is Optimus Prime, leader of the Autobots. We are glad to be of service to your land. As Autobots, we protect those who wish for peace. For Freedom is the right of all sentient beings."

"A good philosophy." Luna replied.

"But I also know why you are here. It is because that Discord has escaped to your world, and you need the Elements of Harmony to defeat him."

"Yes princess." Twilight replied. "How did you know that?"

"Call it royal intuition." Celestia joked. "But it's also because I had felt his presence disappear from this world. Discord once spoke of a world called Planet Earth, and how the Humans once worshipped him as a god. I have no doubt that is where he currently resides."

"You are correct Princess Celestia." Optimus said. "I humbly request that you allow us to borrow the Elements of Harmony in order to vanquish this foe before he wreaks havoc not only on Earth, but perhaps the rest of the galaxy."

"Of course Optimus Prime. You have just saved our world from destruction, so I will gladly help you and return the favor however I can."

Chrysalis had regained conciousness, and begins to stand up. Luna notices, and motions to her sister.

Both Alicorns then confront the changeling queen. Then they begin to glow.

Using the Traditional Royal Canterlot Voice, both sisters say in unison.

"QUEEN CHRYSALIS, YOU HAVE OPENLY ATTACKED EQUESTRIA AND ENDANGERED COUNTLESS INNOCENT LIVES! YOU HAVE CAUSED MANY TO SUFFER, AND DESTROYED MANY HOMES! WE HEREBY BANISH YOU AND YOUR FOLLOWERS TO THE PITS OF TARTARUS!"

The two alicorns then begin to cast a spell, and a vortex of energy envelops Chrysalis.

"NOOOOOOOOOO!" she bellows out.

The vortex then flies into the air, and toward all the other changelings flying from Ponyville to Canterlot, as well as sucking up all the rag-gag minions still in Canterlot as well. Once all the changelings are sucked in, the vortex flies off into the horizon. Presumably, to wherever Tartarus is.

Chapter 9: Earthbound

Ratchet and Shining Armor look intently at the direction of Canterlot. What they see next is the sun rising over the horizon.

"Sunrise! It's really the Sun! That means Princess Celestia's back, and the changelings must have been defeated. I KNEW YOU COULD DO IT TWILIE! I'm so proud of you." He yells out in joy.

"Prime, you and the ponies really did it." Ratchet says to himself.

Seeing the sun beginning to rise, Princess Cadence begins to lead the evacuees back from the Everfree Forest, into Ponyville.

From the other direction, coming from Canterlot, were the three Autobots, and their giant, Omega Supreme, the Mane 6, and all of the ponies that were abducted. All parties finally reach Ponyville, as friends and loved once finally reunite after a week of uncertainty, and terror. Finally the nightmare was over for the ponies.

During the happy reunions, Sweetie Belle, who was with Cadence's refugees, was not only happy to see her sister Rarity come back from battle safely, but also her best friends Scootaloo and Apple Bloom who disappeared almost a week ago.

She ran up to her three most cherished ponies and gave them all a huge embrace.

"RARITY! APPLE BLOOM! SCOOTALOO! I'm so happy you're all back. I've missed you!" She shouts out in her squeaky tone.

Spike runs up to Twilight, and also gives her a hug, as she lovingly nuzzles him back. Shining Armor is more than happy to see not only his sister return in triumph, but his wife safely returning with the civilians.

Then from the sky, the two alicorn princesses descend. They both land right in the middle of the town as the citizens bow.

"Citizens of Equestria!" Princess Celestia addresses the crowd. "Today is indeed a great day of joy and relief. We have driven away the evil invaders from our land, and have freed the kidnapped ponies from their captors. Peace has been restored, and my sister and I have been liberated from the darkness. And we have the holders of the Elements of Harmony to thank. Twilight Sparkle, and her friends, Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, and Rarity have once again saved our fair kingdom from destruction. But this time, they did not fight alone. We also have our new friends, Optimus Prime, and his faithful Autobot companions who have traveled from beyond the stars to assist in our victory. Without their help, we would not be standing here right now. They have all proven themselves to be great heroes, and are the true meaning of courage."

All the ponies began cheering while the Autobots simply waved.

"Yeah, it's times like these that make it all worth it." Bumblebee said.

"I hear that little buddy." Ironhide replied.

Celestia motions the crowd to quiet down.

"But now, we have another situation we must resolve. Due to recent events here, the seal that held Discord in his stone prison has been broken. He has escaped, and traveled to the world where our new friends, the Autobots currently reside. On Planet Earth, homeworld of the Humans. I have allowed the Element holders to travel with the Autobots to bring Discord down. If he is not stopped, his power will grow, and he will threaten all of existance. Twilight Sparkle, you and your friends, please come forward."

The Mane 6 approch the princess, and bow.

"Please go with the Autobots. Do whatever you must to stop Discord. His rampage must be put to an end Twilight."

"We won't let you down Princess." Twilight replies with confidence.

"Princess Celestia, I once again thank you for allowing the Elements of Harmony to travel to our world."

"Think nothing of it Optimus Prime. You saved us, I will gladly return the gesture of good faith. I know the humans aren't exactly an innocent race, but they do posses good in them. And no being deserves to be subjugated to his schemes."

"But there's one problem Optimus." Ratchet said, "Omega Supreme is in no condition to fly. His systems took extensive damage during the battle you guys had."

The bots, and ponies look at the giant.

His armor looked like it was about to crumble, he had loose wires and cords hanging off of him, and he was also leaking energon.

"Now what'll we do?" Twilight asked in dissapointment.

"Do not worry, Let sister and I handle this." Luna says as she and Celestia fly up to Omega Supreme's head area.

Both alicorns touch Omega's head with their horns. One on each side.

Omega Supreme begins to glow vibrantly. When the light finally diminished, Omega Supreme looked like a brand new bot.

"OMEGA SUPREME, SYSTEMS FULLY FUNCTIONAL! ENERGON LEVELS AT 100%!

"Well I'll be a rusting diode!" Ironhide calls out.

"OMEGA SUPREME GRATEFUL TO ROYAL PONIES! THANK YOU!"

"Anything for our saviors." Luna responded.

The giant then transforms into his rocket mode.

"Looks like we're ready to go." Bumblebee said to the ponies, and Optimus.

"WAIT!" a green unicorn called from the crowd.

"Oh no, not this...." Rainbow Dash said as she facehoofs.

"Please take me with you! I wish to meet the humans!" The unicorn calls out.

"Sorry Lyra, but we can't take you. You're not an Element holder, and I don't know what will happen if Discord gets to you." Twilight replied to her. "Also, I'm sorry I doubted you. You were right, they do exist."

Lyra dissapointed, returns to the crowd, though part of her was happy to know that she was right all along, as Bon Bon apologizes to her for ever doubting, and making fun of her about it.

"All Autobots, and ponies, please board." Optimus calls to his companions.

"Spike, let's go." Twilight calls to the dragon.

"On it. I can't wait to eat some more of their deep fried stuff. it's delicious!"

Applejack gives both Big Mac and Apple Bloom a hug before she boards Omega Supreme.

"Rarity, promise me you'll come back safely." Sweetie Belle says with tears in her eyes.

"Of course my dear, I promise. But I also want you to promise me something in return."

"ANYTHING!" Sweetie Belle yells out.

"No mischief while I'm gone, understand?" Rarity said to her sister.

"I promise big sis. I love you." They embrace, as the fashionista boards the rocket.

"Thank you again Optimus Prime, for helping us save our world, and promise you'll watch over my little ponies." Celestia says to the Autobot leader.

"With all that I am Princess. They will return to Equestria safely." Optimus reassured her.

"I CAN'T BELIEVE I'M GOING INTO SPACE!" Pinkie Pie yelled excitedly. "I'm gonna have the best alien party when we get to Earth."

"And I can't wait to try my wings on that new world. Let's see how Equestria's fastest flyer can set a new record in the human world." Rainbow dash said with equal excitement. "This is gonna be the BEST TRIP EVER!"

WIth that said, all the bots, the Mane 6, and Spike board Omega Supreme, as he takes off.

"Good luck my faithful student." Celestia says to herself, as she watches Omega Supreme disappear from sight in the sky.

Over the next several hours, Twilight begins explaining planet Earth to the girls. She tells them about the humans, how certain events made her and Spike famous, and especially about Megatron and the Decepticons. She warned them about their evil, and how they should steer clear of them, and let the Autobots handle any situation that dealt with them.

The girls, taken aback slightly about the news of the Decepticons, felt slightly uneasy, but Fluttershy would only cower and hide behind Bumblebee.

"Hey, don't worry Fluttershy, Optimus promised he'd never let anyone hurt you." He reassured her.
This did calm her down a bit.

"Please, I can take 'em. I say bring on the evil bots. I'll turn them into scrap metal." Rainbow Dash boasted with confidence.

"I'd hold off on that if I were you Rainbow." Twilight said with a warning tone.

After several more hours, they finally reach Earth. Omega Supreme begins his landing sequence, and they touch down in front of The Ark.

The ponies exit and observe the world around them.

"Gosh Twilight, Ah can't believe Ah'm on an alien world." Applejack said.

"OOH, I can't wait to see some alien lifeforms!" Pinkie said while bouncing around.

"The gravity here feels just like Equestria, I can still do my stuff." Rainbow said as she zips back and forth through the air.

The ponies then see a car drive up to them and come to a stop.

Two humans exit. It's Spike Witwicky and Carly. The car itself transforms, and reveals itself to be Wheeljack.

"Optimus you're back, and not a moment too soon!" Wheeljack says to his leader.

He then notices the rest of the ponies.

"Welcome back Twilight, I see you brought your friends with you. I'd welcome you all to Earth, well, at least what's left of it."

"Wheeljack, what happened while we were gone? I take it the situation has gotten worse?" Optimus asks.

"You don't know the half of it. You all better come in quick."

While the Autobots converse amongst themselves, the rest of the ponies begin to converse with the humans.

"So humans are real after all." Rarity said as she walks up to Carly. "And I do say, you look simply lovely my dear."

"Oh well, thanks. I don't really pay attention to that kind of stuff. I'm not like most girls." Carly responded.

"Hey you're a cute one." Spike Witwicky says as he tries to pet Fluttershy.

But Fluttershy, in a reflex, grabs the human, and flips him over her shoulder.

"OH NO! I'm sooo terribly sorry! It was a reflex." Fluttershy said in an apologizing tone.

"Hey......Umm......Don't worry about it." He replied while groaning in pain.

"I CAN'T BELIEVE IT! I'M ACTUALLY ON AN ALIEN WORLD! So do you humans like parties? Because I love parties! What do you have to eat around here? What kind of music do you have? Are you gonna do something cool?" Pinkie said while being her usual hyper ball of energy.

"Pinkie stop that. We need to focus on beating Discord." Twilight told her sternly.

"Awwww." Pinkie said with dissapointment.

"It's best you all head inside now." Wheeljack addressed to the ponies.

Soon, everyone heads into The Ark.

"So while you were gone Optimus, Discord created some citadel in the middle of New York. Heard him call it his Chaos Capital of the World. Anyways, the rest of the Autobots couldn't wait anymore after seeing the strange weather patterns and phenomenons fly out of hand even more. Against orders, they stormed the place. But when they exited, they came back well, I don't know how else to say it, greyed out, and monochromed. Like someone sucked all the color out of them, their personalities too. Now they just stand in front of the citadel, like lifeless statues." Wheeljack explained. "The only ones who weren't affected were the Dinobots for some reason. But Discord snapped his fingers, and trapped them in a snowglobe that he keeps on him. Yeah, I know, weird."

"Same thing happened with the Decepticons. Megatron led a raid on the city. Pretty much all the cons went with him, even Shockwave came all the way from Cybertron to help his master. After the initial assault, only Megatron and Shockwave came back out. All the other Decepticons suffered the same fate as the Autobots. I'm literally the only one left."

"He's corrupted them." Twilight explained. "It's not the first time, as he's done this to us."

The rest of the ponies and Spike the dragon nod in agreement.

"He plays with your mind, exploits your deepest fears and secrets, then mentally breaks you." Twilight said as the bots listen intently.

"This situation has grown more dire since we were off world." Optimus said to the others. "We must get you all to the city and stop him. The Elements of Harmony may be our only hope."

"One more thing Optimus, you're either not gonna believe me, or you're just simply not gonna like it, but Megatron has been hailing Teletraan 1 ever since he returned from his failed attack in New York. I think he wants your help. He keeps saying he wants to specifically talk to you personally." Wheeljack added.

"You can't be serious Wheeljack!" Twilight said to the Autobot. "There's no way we can trust him."

"Siding with the lesser evil is still siding with evil. I'm against it." Ratchet agreed.

"NO WAY!" Ironhide also said.

"I dunno guys, I mean, we may need all the bodies we can throw at this." Spike Witwicky said.

Carly just stayed silent, not knowing what to say for once.

"Absolutely Not!" Ratchet fumed. "What's to stop Megatron from vaporizing us when this is all over?"

"It may be a chance we must take." Optimus said to the rest of the group. "Open the channel. I will speak with Megatron."

Wheeljack activates the comm system on Teletraan 1.

The ponies look on in awe at the equipment. They've never seen anything like it.

"Megatron do you read? Megatron, come in. This is Optimus Prime."

The screen comes on as Megatron's image becomes visible.

"Well, it's about time you called back. Where in blazes were you?"

"Off world searching for a solution, which I believe I now have."

"Clarify Prime."

"The ponies have several artifacts to counteract Discord's power. We will be using it to stop him once and for all. But we may need your help in getting to him."

"So be it Prime. As much as I loathe it, I will admit I will require your assistance on this matter as well. Shockwave and I will meet you in the outskirts of New York. But if I find out you're up to something, I will not hesitate to extinguish your spark on the spot. Megatron out."

"Well, that went well." Spike Witwicky said.

"I still don't know if this is a good idea Optimus." Twilight Sparkle said, "How do you know he won't just try to blow you up the minute he sees you?"

"I don't." Optimus flately said.

"Guy sure has an attitude problem." Rainbow said remarking the Decepticon Lord.

"He seems like a big meanie." Fluttershy said while cowering at the prospect of Megatron.

"Maybe if I threw him a party, he'll be friends with us!" Pinkie said in her cheeful manner.

All the Autobots, humans and ponies just stare at her.

"What??"

Chapter 10: Corruption

Omega Supreme lands in the outskirts of New York City. The Autobots and ponies exit him.

"OMEGA SUPREME, ENERGON LEVELS DEPLETED! UNABLE TO JOIN IN MAIN MISSION!" The giant stated.

"Don't worry about it Omega" Wheeljack said, "Just make sure you have enough to get us back home when this is over."

The Autobots then transform as the ponies hop into them, and they drive to the rendezvous point of where Megatron and Shockwave were waiting.

The Autobots come to a stop, and the ponies exit them, then transform. Ironhide, Bumblebee, and Ratchet immediately have their weapons drawn and pointed at the two Decepticons. Weary of their actions. Shockwave in turn, also points his blaster arm at the bots.

"So Optimus Prime, you decided to show up after all. I knew I could count on you to be the reasonable one." Megatron said to the Autobot leader.

"You know, as well as I do, Megatron, that we will have to put our differences behind us on this day." Optimus replied. "Our survival may depend on it."

Megatron then sees the ponies.

"So, I see you brought more of these creatures here to this world. And are you telling me these ponies, and their trinkets are what can stop Discord? Don't make me laugh!"

Twilight, Rarity, Applejack, and Rainbow Dash all glare daggers at Megatron, knowing about his reputation as a merciless conquerer of worlds. Fluttershy would only wimper at the sight of the two cons, while Pinkie Pie joyfully bounces up to him.

"No Pinkie, get back here!" Twilight shouted.

"HI I'M PINKIE PIE? WHO ARE YOU? ARE YOU A FRIEND OF OPTIMUS? ARE YOU HERE TO HELP US BEAT DISCORD? ARE YOU GONNA BE OUR FRIEND?"

"Get away from me you pink parasite!" Megatron yells, as he points his cannon at her.

Rainbow Dash was barely able to push Pinkie out of the way when Megatron fired. Leaving a crater where the pink pony once stood.

"HEY! THAT WASN'T VERY NICE YOU BIG JERK!" Pinkie angrily shouted at Megatron.

"Decepticons, are never nice." Megatron replied.

All the Autobots cock their weapons and are about to open fire when Optimus stops them.

"Megatron, it is essential that all the ponies survive. If a single pony loses her life, the Elements which they wield will be rendered useless. All six must be combined to be effective." Optimus explains.

"So be it Prime." Megatron replied. "Shockwave, prepare to advance into the city."

Twilight Sparkle, still extremely uneasy being around the Decepticons, especially since Megatron just tried to kill one of her best friends without a second thought, kept her guard up the entire time the group traveled into the heart of the city, where Discord's citadel was located.

She then sees someone. It's the Autobot Tracks, but there was something different about him. He's greyed out, covered in scratches and dents. She runs over to him.

"Tracks! Are you alright?"

"Huh, oh, I guess I am." Tracks replied.

"Your paintjob, and your finish, it's all scratched and dented. Don't you want to get it fixed."

"I suppose." he replied.

"You suppose? But you're the most fashionable bot I know. And this doesn't bother you?" Twilight asked.

"I'm a robot, what would I care about fashion and looking attractive."

"So, it's true then, Discord got to you." Twilight said, nearly heartbroken seeing her friend in his current state.

"I don't believe this." Bumblebee said. "As long as I've known Tracks, he's never allowed as much as his armor to even get dusty."

"This is the fashionable bot you told me about Twilight?" Rarity asked in confusion.

"He's not normally like this Rarity, Discord put his corrupting spell on him. He did it to all of us. Like how he made you fall in love with a boulder." Twilight explained.

"I thought we were to never speak of that again!" Rarity snapped.

"Oops, sorry." Twilight said apologetically.

"It appears Discord has tainted everyone's personalities." Optimus said to the rest of the group.

As he turns around he sees a building behind him suddenly fall, and crumble.

"HEY! Someone turn that racket off!" A voice called out. The Autobots recognized it immediately. It was Blaster.

"I need some quiet around here." The greyed out Autobot said as the rest spot him sitting in an alley.

"Even Blaster!" Ratchet said, "I swear I've never heard the day he, of all bots, would tell someone to quiet down. This power of Discord must be strong."

Megatron then sees a familiar figure walking in the distance. It was Starscream, also greyed out.

"Starscream, get your transisters over here this instant!" Megatron angrily called the seeker.

"Give me a moment, I must study this geographical mound," as he pokes and prods around some debris.

"I gave you an order, you will OBEY ME!" Megatron yelled.

"Just one moment." Starscream replied.

Megatron had enough, walked over to Starscream, and knocked him down.

"When I give an order, I expect you to comply. DO YOU UNDERSTAND ME STARSCREAM?!"

"Yes, yes, of course." The seeker replied.

There was something off about him, Megatron had always known Starscream to be treacherous, and conniving, yet, he seemed, humble, and honest.

"What has gotten into you?" Megatron asked.

"What? I'm a scientist. I'm a seeker of knowledge."

"What about your ambition to rule the Decepticons? Your thirst for power, to overthrow me?"

"Why would I ever want to do that? I just want to travel the cosmos, and learn about the great unknown. I have no ambitions for foolish conquest."

"I see, so he has broken you."

Megatron realized that the rest of the Decepticons are no doubt in the same predicament. It would be useless to attempt to reason with them. They had to stop Discord here and now, if his troops are ever to be restored, and if he is ever to conquer and rule both Earth and Cybertron.

Optimus also had the same realization that his Autobot friends would also be out of character if he ran into anymore. At this point, he knows that he, all the Autobots present, the ponies, and the two Decepticons are all that's left. He sees that even the humans in the area also have a greyed out color to them. They too must have been corrupted when Discord took over the city, no not just the city, the entire planet. For his own twisted reasons, he had apparently chosen New York to be his capital.

"I believe we are on our own." Optimus said with dissapointment. "We must end this here and now."

"Ah take it we gotta get to that citadel there." Applejack said while pointing at the structure.

"Let's get moving." Twilight replied to her as the group began walking towards Discord's capital.

As they came closer, they see six robots, greyed out apparently building a wall for the citadel.

"HALT" one of them yells out.

"You dare to bark orders at me? You are forgetting your place Scrapper!" Megatron angrily yelled at the Constructicon.

"No one enters Lord Discord's domain without permission." Bonecrusher retorts.

"Lord Discord?! Don't make me laugh you simpleton." Megatron responds.

Scavenger and Mixmaster resume their work, while Hook and Long Haul block off Megatron and the others.

"Bow before Megatron, your leader." Megatron says as Shockwave walks up next to him.

The six Constructions then walk up together, and point their guns at Megatron.

"I SAID BOW YOU WORTHLESS PIECES OF SCRAP METAL!" As Megatron points his cannon at them.

The Constructions begin firing at Megatron and Shockwave, as they in turn fire back. Then they take aim at the Autobots and Ponies. The entire group scatters.

Ironhide transforms into his van mode, and rams Long Haul. He then transforms back into robot mode, and starts pounding him. Bumblebee and Wheeljack fire at Hook and Scavenger, while Ratchet and Optimus try to make a break for the citadel while trying their best to keep the ponies covered.

Rainbow Dash takes off into the sky while Twilight and Rarity attempt to keep several of the Constructions distracted away from them. Applejack tries to buck Mixmaster, but to no avail, as he tries to stomp her, only for his leg to be tangled up in confetti that shot out of Pinkie Pie's party cannon. Long Haul finally throws Ironhide off of him, and meets up with Scrapper. They try to shoot Rainbow Dash out of the air, but she's too quick for them. She starts flying circles around them as they try to shoot. Eventually, she flies in between them, and Long Haul and Scrapper end up blasting each other when she zips out of the way.

"You foolish traitorous glitches will regret this." Shockwave said as fires at Bonecrusher while Megatron punches Scavenger into the other Constructicons.

"This is getting out of hand. Constructions, merge to for Devastator" Scrapper calls out to the others.

The Constructicons then begin to connect to each other forming a giant greyed out version of the destructive robot.

"PREPARE TO MEET YOUR END AT THE HANDS OF DEVASTATOR!" The giant calls out.

"Oh no, not THIS again!" Twilight said.

"What do ya mean again sugarcube?" Applejack asked while in absolute terror.

"Don't ask, just RUN!" Twilight responed, as the ponies and Autobots scatter.

"How dare you use my mightiest warrior against me Discord!" Megatron cursed as he fires shot after shot at Devastator.

"Autobots, give it all you got!" Optimus calls to the others, as all the Autobots, and Shockwave begin firing at the giant.

"They need out help." Twilight said to the other ponies.

"But what can we do?" Fluttershy asked. "He's a giant scary monster!"

"I have a plan." Twilight said.

As Ironhide and Bumblebee transform in to their vehicle modes, they try to get away from Devastator, but he catches them, picks them up, and flings them like they were toys. They crash into the ground, and transform back into their robot modes.

"That didn't go well." Bumblebee said to Ironhide.

Wheeljack and Ratchet try to do their best to draw Devastator's attention to keep him away from the ponies, but with a swift kick, he sends the two Autobots flying.

Megatron transforms into his gun mode, and Shockwave catches him.

"Prepare yourself for termination you traitor." Shockwave says as he flies up to Devastator's head area, and begins firing Megatron at him. This does little but annoy the giant as he swats Shockwave out of the air. Megatron transforms back as he crashes to the ground. Shockwave himself transforms into his cannon mode, and fires several shots, but they do little to slow Devastator down.

"Applejack Now!" Twilight yelled, as Applejack ties a rope into a lasso, then swings it around, and tosses it to Rainbow Dash. Applejack then lets go of the rope, as Fluttershy grabs the other end also tied into a lasso. The two pegasi then fly around Devastator's legs, both flying in opposite directions, until his legs were tied up. Devastator tries to walk, but falls over due to being tied.

"Rarity, your turn." Twilight calls to the white unicorn.

Rarity uses her magic to pick up several metal cables, and uses them to tie up Devastators arms. She even tied the cables into what she thought was a lovely looking bow while wrapping up the giants arms.

Now Pinkie Pie pulls several large cakes, seemingly out of nowhere, and smashes them into the giants eyes.

"DEVASTATOR, HAS BEEN BLINDED!" he yells out.

Twilight then uses her own magic to pour cement over his joints. Devastator, has been incapacitated. He then separates back into the Constructicons, and they retreat in their separate ways into the city.

"We did it girls!" Twilight yelled out excitedly.

"yay" Fluttershy said softly.

"You really need to work on your cheering girl." Rainbow Dash said to the yellow pegasus.

"Well done my friends." Optimus said congradulating his friends.

"Pathetic....." Megatron said flately. "To think they were defeated by these rainbow colored horses. Those Constructicons are more useless than I imagined."

"I believe new troops are in order my lord." Shockwave responded.

"No matter, Shockwave. Onward."

The group finally enter the citadel. As they walk in, it had been quiet, maybe too quiet for their liking.

"Keep your guard up everyone. We do not know what surprises Discord has in store for us."

"That's because this is simply the calm before the storm Optimus Prime." A voice said.

"Discord." Optimus replied.

Discord appears in a flash of light in front of the group.

"Oh I see you're back. And you brought my dear old friends with you from Equestria."

The ponies take a defensive stance.

"Back for more are ya? Well come on, bring it fang face!" Rainbow yelled as she took a boxing stance.

"Rainbow Dash, still as energetic as ever." Discord said to her.

"We'll stop you once and for all. Girls get ready." Twilight said.

The girls stand in formation, and begin to glow. Then a rainbow like beam erupts from them. Megatron and Shockwave watch on in awe, unable to believe the artifacts they were wearing truly had such immense power to them.

"Shockwave," Megatron whispered to the cycloptic Decepticon. "When this is over, I want you to capture the ponies. I wish to utilize this power for myself."

"Understood Lord Megatron." Shockwave replied.

The beam hits Discord, as he stands idley, and simply yawns.

"WHAT?" Twilight yells in surprise, as the girls stop their assault and watch in horror as the Elements of Harmony take no effect. "I....I don't get it. Why didn't it work?"

"Oh poor little Twilight. Haven't you seen the big picture yet. Earth has so much negativity, it's caused my power to skyrocket. The Elements alone won't stop me. I've become immune to their power. Poor old Celestia probably never knew about this either." Discord said in a whimsical tone. "Now I can spread all the lovely chaos I want."

The Autobots stare in shock, as the Elements of Harmony fail. This same power, that defeated Queen Chrysalis when they were on Equestria, had no effect on the chaos spirit. Even Megatron began to grow uneasy.

"How can we possibly stop this creature? That energy blast should have ended him." Megatron says to himself.

Discord began to cackle.

"Do not celebrate your victory just yet Discord." Optimus says as he steps forward.

"Twilight, I have now realized, I must combine the power of the Matrix with the Elements."

"The Matrix?" Twilight asked.

"Yes, the Matrix of Leadership. It is an artifact that holds mystical properties much like your Elements. They also hold the collected wisdom of all of Cybertron's past leaders. It alone cannot stop Discord, but I know if we combine our powers together, it should stop him."

"Is that so?" Discord interrupted. He then snaps his fingers, and a force bubble surronds him and Optimus, leaving all the others outside.

The Autobots, and two Decepticons began shooting at the bubble while the ponies pounded on it. But to no avail.

"Ever the hero are you Optimus Prime?" Discord chided him.

"As long as I still function, as long as my spark burns strong, I will always fight against your ilk." Optimus said with defiance.

"Is that so, and why do you?" Discord asked.

"Because it is the right thing to do." Optimus answers.

"And what make you think you know what is right, and what is wrong?"

Twilight knew exactly where this was headed.

"Optimus, Don't listen to him, he's trying to break you like the others." Twilight shouted.

"Don't you know it's rude to interrupt when the adults are talking?" Discord says as he snaps his finger.

A zipper appears over Twilight's mouth.

"Now where were we? Ah yes. Why do you always play the hero? Why not just take it easy, relax. I mean look at you, you're so tightly wound up." Discord said to the Autobot leader.

Twilight uses a spell to make the zipper disappear. She then continues to shout at Optimus.

"Please, don't listen. If you fall, we have no chance of winning."

Discord then continues to goad at Optimus.

Optimus aims his gun at Discord.

"Again with the weapons! Point those things somewhere else. I have an offer."

"An offer?" Optimus inquired with a raised brow.

"Yes, Optimus Prime. An offer. I believe you remain on Earth to keep the humans from falling to the Decepticons, yes?" Discord reiterated.

"That much is true." Optimus answered warily.

"Well, would you get off Earth if someone else was protecting it?"

"Such as?"

"Me!"

Optimus regarded the Draconequus as though he was crazy.

"Look, I made your men go all wonky. I make the skies and the volcanoes spew chocolate. I warp reality. You think I can't handle the Decepticons with that kind of power?"

Optimus turned away from Discord. "I suppose you have a point."

Discord smirked. "If I promise I will use my powers to protect the humans to the fullest extent from the Decepticons AND any other non-human threat, would you let me have free reign over them?"

Twilight's eyes widened. "WHAT?"

Optimus looked at Discord with a thoughtful expression on his face. "Mmmh..."

"Optimus, don't listen to him!" Twilight cried out.

Optimus looked to Twilight, then back to Discord.

"So...you would take over the humans, but keep them safe from the Decepticons?"

"Yes." Discord replied.

"Optimus, no!" Twilight exclaimed.

But Discord had found a chink in Optimus' mental armor, and his magic was slowly flowing into Prime, causing Twilight's words to be drowned out.

"Very well, Discord. I pass the responsibility of protecting the Earth and it's denizens to you." Optimus saluted and his colors fading to grey as he did so.

Twilight hung her head down.. "Optimus..."

Discord then snaps his fingers again, and the bubble disappears.

All the ponies, and Autobots couldn't believe what they saw. Optimus prime had lost his spirit. Discord has successfully broken him.

"AHAHAHAHAHAHA! I DID IT! I WON!" Discord laughed.

"Prime, I can barely believe it." Megatron said in shock. "Optimus Prime.... gave in?!"

"You haven't won yet!" Ratchet yelled as the Autobots all raise their weapons at Discord.

"Let's blast him!" Wheeljack yelled as the bots charge their guns.

"I suppose I'll have to teach you all some manners as well." Discord replied, then laughed as he snaps his fingers.

The Autobots all begin to float into the air.

"Wha? What's happening?" Bumblebee shouted.

Discord snaps his fingers again, and in a bright flash of light the bots disappear. Then reappear behind him, in a form of a throne. Their bodies twisted, and bent together into a seat for the Draconequues to sit on.

"You, YOU MONSTER!" Twilight yelled at him.

"Ah can't believe it!" Applejack said as she looked on in shock.

"He's become even more barbaric." Rarity replied.

"A bigger Mr. Meanie Pants!" Pinkie shouted.

Fluttershy simply fainted at the sight of the twisted bots.

"You're gonna pay, we'll see to it." Rainbow screamed out.

The whole time, the corrupted Optimus just looked at his surrondings.

"What's going on? Where am I?" He asked.

Optimus' voice was different. He sounded, almost younger.

"Optimus Prime, do you not remember. You were helping us assist in the the destruction of Discord." Megatron replied.

"Huh, who's Optimus Prime? My name is Orion, Orion Pax." He replied.

"Don't be a fool Prime. You are the leader of the Autobots, and my sworn enemy. You must assist me in destroying this creature, for the sake of this world, and the galaxy. I fear Discord's power will run rampant if he is not stopped here and now." Megatron explained.

"Autobot leader? You're talking to me like I'm some kinda hero. I'm just a laborer. A dock worker." Orion replied.

"NO, you are my most hated enemy. There will be one day, when I destroy you, but today, I hate to admit it, but I need you. I need your assistance, as well as these multi colored organics, to destroy Discord before he destroys us!"

"I dunno what your deal is pal, but I don't like your tone. I'm outta here."

With that, Orion Pax transforms, and tries to leave. That is until Shockwave blocks his path.

All the ponies can do, is watch the drama unfold, while Discord materializes a bucket of popcorn and observes the situation.

"You will not go anywhere, Lord Megatron didn't say you can leave." Shockwave said.

"Optimus Prime, you will not be leaving." Megatron said to the corrupted Autobot.

Orion Pax transforms back into robot mode, and walks up to Megatron.

"Look man, can't we all just get along?"

At this point Megatron had lost all his patience, he strikes Orion in the face, knocking him down.

"If you will not remember, then I will have to jog your memory....BY FORCE!"

The ponies gasp in horror as they watch.

Megatron begins giving Orion a beating.

"Fight back!" Megatron demanded. "Fight back, defend yourself!"

He continues to pummel the Autobot, who simply tried to block his hits, without retaliating.

"CURSE YOU PRIME! FIGHT ME!" Megatron yelled impatiently.

"I don't want to fight. I don't know why you're doing this. I don't even know you."

Finally, Megatron stops.

"So it's true, he has completely broken your spirit. Fine, leave. Go away, and never come back. You dissapoint me greatly."

Orion simply shugs, transforms, and rolls away.

"Lord Megatron, are you really going to let him leave?" Shockwave asked.

"He's not even worth terminating anymore Shockwave." Megatron replied.

"Come on girls, we have to follow him. He have to get him back. Optimus is our only hope at this point. We need to combine the power of the Elements with that of the Matrix." Twilight instructed, as the rest of the girls follow her as she gallops after Prime.

"The organics are leaving my lord." Shockwave reported.

"Let them, we shall handle this ourselves. Once this is over, the world will be ours without opposition." Megatron said as he and Shockwave both approach Discord.

"So, the mouse will bite?" Discord said.

"You have mocked us for the last time Discord." Megatron said. "We are more than match for you."

"Is that so Oh Mighty Megatron?" Discord said coyly.

He snaps his fingers, and turns into a pink cloud mist. The mist then flies towards Shockwave.

"Lord Megatron, what? What's going.....AAAAAHHHH!"

The mist enters Shockwave's body. Then in a flash of light, Shockwave's head dissappears, and is replaced by Discord's. He had taken over Shockwave's body.

Megatron looks on in shock at the events, as Discord merely laughs.

"Now, let this final contest of my game begin." Discord says with a grin as he approaches Megatron.

Chapter 11: Redemption

The possessed Shockwave begins to walk menacingly towards Megatron. The Lord of the Decepticons raises his cannon at Discord.

"Release Shockwave this instant you Imp!" Megatron demanded.

"Or what? You'll shoot me? Or rather, you'll shoot Shockwave.?" Discord taunted.

"So be it..." Megatron muttered.

He fires a blast at Discord, who dodges, and fires his own shots with Shockwave's arm cannon at Megatron.

Megatron jumps out of the way in the knick of time, as Discord begins hopping and materializes giant boxing gloves on Shockwave's hands.

"Shall we settle this Mano-a-Mano?" Discord asked as he raises Shockwave's hands in the air. like a boxer would.

"What in blazes are you doing?" Megatron said as he looked on, puzzled. "You dare to mock me again?"

"Marquis of Queensberry Rules?" Discord taunted Megatron.

He bounces around in circles around the Decepticon Leader like a boxer would.

"Fisticuffs, pugilism, the manly art of self-defense. Isn't it wonderfully barbaric? Go on. Take a poke at me. That is what you want to do, isn't it?" Discord said as he began throwing punches at Megatron.

"Enough with your nonsense, and this foolishness." Megatron angrily yelled, as he begins to throw his own punches at Discord.

The two villains strike at each other repeatedly, until Megatron delivers an uppercut that knocks Discord on the ground.

Megatron then approches him, and aims his cannon at Discord.

"So now what Mighty Megatron? Are you going to terminate me?"

Then the unthinkable happened. Megatron begins to lower his weapon, as if he was hesitant to fire.

"I....I....can't..." He replied.

"What is this?" Discord asked slightly puzzled.

"If it were any other Decepticon you possessed, I would not hesitate to open fire and exstinguish your life. But Shockwave..." Megatron begain to say, "Shockwave has always been loyal to me. He followed every one of my orders with out question, no matter how dangerous, or how absurd the others found it. He has always been reliable, and never failed me. A rare trait in most Decepticons. He's the closest thing you would say... to being a friend almost. I...... CAN'T TERMINATE HIM!"

Discord looks on in amusement.

"Oh, pfft! Gag, again with the friendship!" Discord scoffed. "You disappoint me greatly Megatron."

Discord gets back on his feet, then the gloves disappear in a bright flash, leaving the usual normal right hand, and Shockwave's blaster for his left.

Meanwhile near the outskirts of New York.......

Orion Pax continues to drive for an untold amount of time. He finally stops, and transforms back into his robot mode.
Not too far behind him, he sees six multi colored ponies following him.

"Hey, it's those funny looking organics again." He says to himself. "Why were they following me?"

Twilight Sparkle finally catches up to him. "OPTIMUS!"

"Hey there. Whatcha' up to?" Orion asked the unicron.

"You have to go back, you have to come with us. Discord will run rampant across countless worlds if you don't stop him." She explained.

"I don't know what I can do. I'm no soldier or hero." He said to the pony, "I'm just a regular worker. I load docks, and do manual labor. I don't know how to fight."

"That's where you're wrong. You are the greatest leader the Autobots that at least I've ever known. You've helped save this world countless times. You even risked your own life to save my world. Don't you remember helping us take down Queen Chrysalis?" Twilight tried to jog his memories.

"Sorry there kid, I think you got the wrong bot. And like I said, I'm Orion Pax. I don't know who this Optimus guy is."

"Oh but you must remember." Fluttershy said, "You promised you would protect us, and you should never break a promise. Losing a friend's trust, is the fastest way to lose a friend."

"FOREVER!" Pinkie Pie chimed in.

"it's no use sugarcube. Ah'm afraid he's a few stalks short of a bushel." Applejack said to Twilight.

"NO! I'm not giving up on him. He never gave up on us!" Twilight said back to the cowmare.

"Please, let this work." Twilight said as her horn began to glow.

"Rainbow, give me a lift." She called to the cyan pegasus.

"You got it." Rainbow replied, as she lifts Twilight up, and places her on Orion's shoulder.

Twilight then touches her horn on Orion's forehead in attempt to use the memory spell to restore him. But to no avail.

"It.... didn't work." She said disappointed. "Why didn't it work?"

"Well, Twilight my dear, perhaps it's like what Discord said before," Rarity interjected. "His power is far greater than before, which was the reason the Elements failed earlier. I fear this may be for the same reason."

Twilight, now in tears, felt completely helpless. She felt like she let everypony down, and worse, she felt completely helpless to restore Optimus Prime to his former glory.

Then suddenly, they see a giant rocket fly towards them. It was Omega Supreme. He then lands, and some people come out of him. It was Carly, Spike Witwicky, and the dragon Spike.

"Carly, looks like Discord's gotten to Optimus too." Spike WItwicky called out. "Good thing Wheeljack gave this to us before he left."

Spike W motions to Omega, as he pulls out a large metal cube about the size of half a human.

He then hands it to Spike Witwicky.

"Hey Spikey, give me a hand with this." He calls for the young dragon.

Both Spikes carry the cube over and place it in front of Orion Pax.

"I sure hope this works." Carly said.

"What's going on? What is that thing?" Rainbow Dash asked as the other ponies look on.

"This baby here, is a Holocube Journal." Spike W explained. "It's a journal that Optimus kept during his whole time while he was here on Earth. It cotains everything that Optimus ever recorded. Hopefully this will restore his memories."

"That's not my Holocube. Why did you bring that to me?" Orion asked the humans.

"Because you need to see this. You're Optimus Prime, the greatest leader Cybertron has, as well as the greatest hero to come to Earth." Carly said, as she pushes the button on top of the cube.

From there, holographic images begin playing.

First images was when Prime first rescued Spike and Sparkplug from an oil rig when they first met. He cleared away falling debris, and rescued the humans from drowning.

The next was how Cybertron was brought into Earth's orbit when Doctor Arckeville used the Decepticons spacebridge, and how Optimus blew up Megatron's Energon ship to knock Cybertron out of Earth's trajectory to save both planets.

The next was when Optimus destroyed a giant sun needle when Megatron was harvesting Energy from Earth's Sun, nearly causing it to go Supernova. By destroying the device, the sun's energy returns to normal.

"Hey, that's.... Me doing all that hero stuff." Orion says.

Twilight and the ponies observe the Holocube's contents. They are awed at the many heroic feats of Optimus Prime. From when he stopped a giant drill from penetrating the Earth's core, to when he saved Washington D.C. from a combined invasion of Decepticons, and Atlanteans. Twilight Sparkle had already respected the Autobot leader like a second mentor next to Celestia, but these images of his heroic feats made her feel more connected to him, seeing his selfessness.

The other ponies, also began to feel a great amount of respect for the bot. Seeing how he would give up his own life to save others. To see him corrupted in this state, was heartbreaking. The ponies begin forming tears in their eyes.

"I think I remember some of this.....Yeah..... " Orion said. Then his color began to return to him.

"Yes, it's working!" Twilight said in excitement.

"OMEGA SUPREME, ANTICIPATED! HOLOCUBE JOURNAL ACHIEVED OBJECTIVE!" Omega said, as he suddenly collapses.

"OMEGA!" The ponies, dragon, and humans call out in concern.

"OMEGA SUPREME, ENERGON LEVELS COMPLETELY DRAINED, MUST ENTER STASIS LOCK!" And with that, Omega Supreme loses conciousness.

"He'll be ok." Spike Witwicky explained. "Let him complete his stasis cycle. Then we can refuel him."

Everyone then turns their attention back to Orion, who now has his colors fully restored.

"My Name, is Optimus Prime. I am the leader of the Autobots, and protector of the peace!" He says in his normal, deeper sounding stern voice.

"Optimus you're back to normal!" Twilight shouts as she teleports herself onto his shoulder, then hugs the side of his face.

"Yes Twilight, you and the others never gave up on me. For that I owe you my spark. You all have proven yourselves to be true and loyal friends. With this determination, we will never falter. Now, let us roll out, and stop Discord once and for all."

Everyone gives a big cheer, as Optimus transforms. He pulls up his trailer section as the ponies and dragon hop in, while the two humans climb into the driver's and passenger seat.

He then drives back to New York City.

Back in the Chaos Capital......

The possessed Shockwave begins to shoot at Megatron who tries to dodge the blasts, but is slowly faltering.

"Come now Megatron. I thought you were ruthless, cold, merciless. You're a conqueror of worlds. Destroyer of cities, and the lives you ended. Don't tell me this single automaton is preventing you from finishing your goal of terminating me." Discord taunted.

"I..... I will remove you from Shockwave, then I will make you pay!" Megatron threatened.

"You disappoint me greatly." Discord now said, with a bored attitude.

Megatron charges at him, only for Discord to trip him, and blast him in the back.

Megatron falls to the ground, injured.

"Such a shame, and you had such potential for my entertainment."

With that, Discord materializes a sword, with a glowing purple energy blade. Then he approches Megatron.

"It's a shame too. But all good things must come to an end. Farewell Oh Mighty Megatron. It's been fun."

He raises the sword, and is about to decapitate the Decepticon leader when a loud voice booms out from behind them.

"Discord! I have seen through your ruse, and will tolerate your treachery and deceit no more!"

It was Optimus, with the ponies, and the humans and dragon behind him.

"So, I see you're back to your old boring self." Discord said to the Autobot leader.

"Well...let's hear it! The speech about believing in your friends or trusting people around you or whatever it is you think can beat me."

Optimus raised his fist. "Speech this."

He shot his fist forward, slamming into Discord's face with such intensity that Discord's snaggletooth ejected from his gums and landed on the ground next to him.

Discord then rubs his bloody snout.

"YOU HIT ME! Celestia never hit me!" Discord complained.

"I am NOT Celestia." Optimus said in an almost emotionless voice.

"Oh... So THAT'S how it's going to be....."

Discord's head disappears in a flash, and is replaced by Shockwave's normal head. Then a pink cloud of mist exits Shockwave's body. As soon as it clears him, Shockwave falls to the ground unconcious.

The mist rematerializes into Discord's original form. Then he begins to grow, until he's about the same size as Optimus.

He then charges at the Autobot Leader, and unleashes a flurry of blows. Optimus fights back, as the two titans go toe to toe with each other.

Discord lands a hit on Optimus's mid section which causes the Autobot to take several steps back.

"Congratulations Optimus Prime. You're the first being to push my limits this far in a thousand years." Discord said clearly angered.

Optimus then charges forward, and unleashes a barrage of punches upon him, intent on keeping the Draconequus from catching his breath.

"Yah! Rrrt! Nyaaa!" Optimus yelled as he punched Discord in the cheek, stomach and face.

Discord eventually managed to snap his talon and teleport a distance away from Optimus, but Megatron recovered, got up and grabbed him by the back and proceded to brutally tear off the patch of flesh Discord's wings were attached, earning a howl of pain from the chimera. Megatron then pounded him in the same patch, with Optimus charging up and uppercutting him at the same time. Discord huffed and puffed from the furious smackdown he was reciveing.

Megatron and Optimus then walked over to opposite sides of the Draconequus, and raised their axe/mace. The two Leaders jumped and twirled around, spinning their blades over Discord's head. Megatron's mace reducing Discord's antler to a stub, Optimus' axe reducing his horn to the same.

"YAAAAAAH!" Discord protested. His eagle-claw shone with magic power. He attempted to touch Optimus with, but the Autobot grabbed it by the wrist and proceded to bend it backwards.

Discord's eyes widened at the forceful manipulation his limb. "No. No. What are you doing? No. NOOOOOOOOO!"

Optimus uses Discord's own magic against him. And he begins to shrink.

"NOW TWILIGHT! YOU AND YOUR FRIENDS MUST ACTIVATE THE ELEMENTS OF HARMONY!" Optimus calls to the ponies.

"With pleasure!" Twilight responds as she and the girls begin glowing.

Once again, a swirling rainbow beam shoots from the elements, and engulfs Discord.

Optimus opens his chest compartment, and pulls out the Matrix.

"Matrix of Leadership, great wisdom of the ages, I call upon your power. May the collective knowledge of Cybertron's past, present, and future....... LIGHT OUR DARKEST HOUR!"

A beam of light then charges up from the center orb of the Matrix, and shoots out, also hitting Discord along with the Element's rainbow beam.

(You got the touch
You got the power.....Yeah!

After all is said and done
You've never walked, you've never run,
You're a winner

You got the moves, you know the streets
Break the rules, take the heat
You're nobody's fool

You're at your best when when the goin' gets rough
You've been put to the test, but it's never enough

You got the touch
You got the power

When all hell's breakin' loose
You'll be riding the eye of the storm

You got the heart
You got the motion

You know that when things get too tough
You got the touch)

Discord's body begins to stiffen, then petrify. Slowly, inch by inch, he begins to turn into stone.

"NOOOOOOOOO!" He bellows out one last time.

Then he is completely solid. His stone form falls over sideways on the ground.

The Elements of Harmony and The Matrix of Leadership stop their beams, and return to normal.
The ponies stop glowing, as Optimus places the Matrix back inside of his chest, and closes his compartment.

The ponies, humans, and dragon all give a loud cheer, as the nightmare was finally over.

Megatron suddenly raises his cannon at Optimus.

"So Prime, it looks like Discord has been dealt with. Now, our truce is over."

"I knew you would double cross us as soon as it became an advantage to you." Twilight scolded.

Megatron attempts to fire, but his cannon fizzles out. He had depleted all of his energon.

"Curses! Another day then Prime." Megatron then picks up the unconsious Shockwave and flies back over the city in retreat.

The area surrounding them then begins to change. The pink cotton candy clouds disapper, replaced with normal clouds. The Chaos Citadel flashes away, replaced by the Empire State Building. All the strange weather patterns cease, and all around the city, Autobots and Decepticons regain their colors, and their original personalities, as well as the humans all around the world. The throne made of Autobots, also disappears in a flash, and in one last flash of light, all four Autobots, Ratchet, Wheeljack, Ironhide, and Bumblebee are restored to their normal forms.
The snowglobe cracks open, and the Dinobots are restored to their original sizes.

The Decepticons all around the city, seeing Megatron fly off, all follow him. They take off and retreat into the horizon, back to the Decepticon base.

Chapter 12: Conclusion

As the Decepticons fly off into the distance, Optimus, the ponies, the baby dragon, and the two human teens walk up to the statue that was once Discord. Rainbow Dash quickly taps on it a few times.

"Yep, he's stoned alright." Rainbow addressed to the others.

"Finally, it's over." Twilight sighed with relief.

"Earth will now be at peace." Optimus said to the group, "We have vanquished a destructive force unlike anything we have ever faced."

"But the question is, what do we do with him now?" Ratchet asked.

"My magic is too depleted to transport him back home to his prison at Canterlot Castle." Twilight told the bots, "and we can't just leave him here. The negative energies of Earth will only cause him to break free again sooner or later."

As everyone begins to ponder on how to handle Discord's statue, from behind them, they hear a loud thunderous sound.

Everyone turns around to see what caused it. What they see, is a huge ball of light. When it finally settled, it was none other than Princess Celestia.

"Princess Celestia!" Twilight called out, as she and all the ponies bowed.

"I knew you could do it my ponies." She said while proudly looking at the Mane 6.

"How? How did you know Discord was defeated? And how did you know exactly where to find us on this world?" Fluttershy asked.

"It was simple really. Discord and I, somehow, always shared some type of magical sense of each other. Almost like a psychic link. Once I felt his presence disappear, I knew you girls won." Celestia explained. "Also, I felt a great magical surge in energy from a particular part in the universe, and therefore, knew exactly where to find you all."

"That's some amazin' senses Princess." Applejack says while amazed.

"But we're not the only ones to credit." Twilight told the Princess, "Optimus also helped with the Matrix of Leadership. An Autobot artifact dating beyond ancient. It's power holds his homeworld's collective wisdom, and has they same type of mystical power the Elements of Harmony have. If we didn't combine the two powers, there would be no way for us to have this victory."

"And the humans helped too." Rarity chimed, "That dreadful Discord placed his spell on Optimus, but these two darlings there were able to bring him around."

Celestia then turns to the Autobots, and humans. "Thank you as well. You have not only saved your own world, but perhaps all of existance. We are all in your debt."

"There is no debt, Princess Celestia," Optimus said to her. "It is my sworn duty to protect all sentient life from any form of evil and oppression, be they Decepticon, or otherwise."

Celestia couldn't help but smile at Optimus for his great nobility.

"So this is the princess." Wheeljack said to himself. "Her energy readings are off the charts!"

"Spike, she's beautiful." Carly said to her boyfriend.

Spike Witwicky could only look at her in awe.

She then turns her attention back to the ponies.

"Twilight Sparkle," she called for her student, "I will now be taking Discord back to Equestria. There he will return to my statue garden where nothing will disturb it. The longer he remains here, the more the seal will weaken due to the chaotic energies emitting from this world."

"So are we going home?" Pinkie Pie asked. "Because I wanna stay and party with the humans and cool looking robots some more!"

"Well about that. Twilight, I gave you a total of a month's time to spend here on Earth correct?"

"Yes Princess." Twilight answered.

"And so far, it's only been a week and a half. I believe your assignment to learn about Earth and Humanity isn't finished. So you and Spike still haven't traveled around the entire world due to Discord's interruption I take it. So I'm allowing you to stay here. All of you, my little ponies. Especially with your friends here to keep you company so you won't be so homesick. The rest of you can consider this a vacation. Heaven knows you all deserve it especially after what you all went through."

The ponies all look at each other, not believing what they heard. Then all give a big cheer, happy that they can still be with their dear friend Twilight Sparkle, and to have an adventure of a lifetime.

"YAAAAAY! I'M GONNA HAVE THE BESTEST BEST PARTY! LET'S MEET MORE HUMANS AND AUTOBOTS! I LOVE MAKING NEW FRIENDS!" Pinkie Pie screamed in excitement, as she bounces into the air like a rocket.

"Oh, I wonder if this world has cute little animals. I would like to see them." Fluttershy said.

"And I'm curious to see what these humans find to be fashionable." Rarity added.

"This is gonna be the BEST MONTH EVER!" Rainbow Dash said as she flies up and lands on Optimus' shoulder.

"Ah'm just glad this ain't applebuckin' season, otherwise Big Macintosh would have my hide." Applejack said.

"I'm glad you're all happy." Celestia says to the ponies, "I'll tell your friends and family you'll be taking leave on this planet, and to let them know you're safe. I also know that the Autobots will not let any harm come to you. Now, I must take Discord with me. I have improved on the teleportation spell to allow small groups up to eight to travel at once. Once you come back Twilight, I'll teach it to you."

"I look forward to it Princess Celestia. And thank you." Twilight replied.

"Until then. I will see you all a the end of the month." She said as she touches Discord's statue, there was a bright light that flashed with another thunderous sound, and then they were gone.

"LET'S GET THIS PARTY STARTED!" Pinkie shouted.

Over the course of the next few hours, the ponies meet up with the rest of the Autobots scattered around the city after the failed raid on Discord's capital. Rainbow Dash meets a red Autobot she took a liking to when she saw him transform into a plane and started doing fancy stunts in the air.

"Hey, that's pretty cool!" She said as she flies next to him.

"Show me your stuff kiddo." Powerglide replied.

As they fly in the air, they are joined by Skyfire, and the Aerialbots.

The pegasus, and the bots all fly in formation, then began doing barrel rolls, somersaults, flips, and other acrobatic tricks in the air.

"Ok, you bots, check THIS out."

Rainbow begins to pick up speed. She then flies faster, and faster, then suddenly, she bursts forward, and a shockwave explodes out in a ring of rainbow colors.

The flying bots, bots on the ground, and many human civilians watching all see the rainbow shockwave appear, and fly across the sky.

"AAWW YEAH! Say hello to Planet Earth's first SONIC RAINBOOM!" Rainbow yelled in triumph.

Air Raid and Slingshot fly up next to her.

"Whoa kid," Slingshot says, "That was the most awesome thing I've ever laid optics on."

"Yeah," Air Raid added. "You're really something for an organic flyer."

The Aerialbots, Skyfire, and Powerglide all land as Rainbow follows suit.

"Twilight Sparkle, Applejack, Rainbow Dash, Fluttershy, Pinkie Pie, Rarity, and Spike," Optimus said as he walks up to them. "We could not have won this day without your help. You have helped save this world from destruction, and we owe you our lives. I hearby make you all Honorary Autobots."

Bumblebee hand each of the ponies, and the dragon, a medallion with the Autobot symbol on it, and they each place it around their necks.

"OHMYGOSHOHMYGOSHOHMYGOSHOHMYGOSHOHMYGOSHOHMYGOSH!" Rainbow muttered over and over.

"WHHHHEEEEEEEEEEEE! This is so exciting, I don't think I've ever been this excited. Well maybe except for the time we rode a giant rocket to an alien planet, and beat that big meanie Discord. Oh wait, that was earlier today. Silly Me!" Pinkie squealed.

"Oh my, such a lovely color." Rarity said.

"Umm, thank you....." Fluttershy said quietly.

"YEE HAW! Another medal to the collection!" Applejack yelled with glee.

"It's an honor Optimus. Thank you." Twilight politely addressed the Autobot leader.

"Coolest thing ever!" Spike the dragon shouted.

Over the next few days, thanks to their deeds in The Big Apple (Applejack thought there was a giant apple somewhere until Ironhide told her it was just the nickname for the city) The rest of the ponies also became world famous within hours.

Humans were treating them like stars where ever they went. Rarity and Rainbow Dash took a particular liking to their stardom, while Fluttershy, not so much. They began to tour the world thanks to the Autobot's help. Skyfire was more than happy to volunteer to ferry them around the world.

Rarity and Tracks got along just as Twilight imagined. He showed her the most fashionable trends the humans currently had. They would talk about fashion and high society whenever they had the chance. Rarity even showed Tracks some of her designs in dress making, much to Tracks' approval. Rarity took a particular liking to Paris, France when Tracks took her there for a tour.

Pinkie Pie met Jazz and Blaster, and suffice to say, the three got along so well, they might as well flowed like water.
They would constantly blast music and dance with her throughout Central Park, much to the annoyance to the other Autobots. Pinkie's favorite place to visit on Earth was Las Vegas, which she called the "Alien Party Capital".

Fluttershy took a liking to Beachcomber for his friendly demeanor, and love of nature. At first she was afraid of him due to his size, but after seeing him rescue a deer from a fire, she warmed up to him. The two would take nature walks through forests together, and make friends with the local wildlife. Fluttershy was amazed how the birds, and bunnies looked just like the ones back at her home. The highlight of her stay was when Beachcomber took her on an African Safari, where she saw all sorts of animals in their natural habitat. Though he had to rescue her from a lion that tried to hunt her.

Applejack and Ironhide developed a close relationship. He took her to a number of rodeos, fruit orchards, and state fairs across the country. She particularly enjoyed her stay in Dallas Texas and watching Western Films with the Autobot.

Rainbow Dash toured Andrew's Air Force Base with Powerglide. Seeing humans flying their jets was something she was awed by. She was fascinated with how humans, bi-pedal hairless apes without wings, were able to make their own wings, and soar at super sonic speeds. And thanks to some strings pulled by Optimus, and her fame as one of the heroic alien ponies that saved the world, her highlight of her stay on Earth was being able to fly with, and perform stunts with the Blue Angels, which she called the Human equivalent to the Wonderbolts.

Twilight Sparkle, mostly stayed with Optimus and Perceptor. She got to learn a great deal more about human technology and science, as well as some Cybertronian tech as well. She looked up to Optimus like a father figure, and Perceptor like a nerdy big brother. She and Spike would also go on trips to science fairs, and local universities to learn more. Granted, Spike was bored out of his mind, until Twilight allowed him to go play with Grimlock and the Dinobots. This was, after all, a vacation for the little guy. Twilight's favorite place to visit was Tokyo Japan, fascinated by their level of advanced mechanics and science. She also met an old friend of Optimus', Doctor Fujiyama, one of Japan's greatest scientists. He in turn was honored to meet Twilight Sparkle, and was equally fascinated by her unicorn magic. Where as Spike, enjoyed going to the video game arcades Japan had to offer.

Their stay on Earth wasn't all completely peaceful however. From time to time, they had to deal with Megatron and his Decepticons.

One example was when Megatron led the Combaticons on a raid of the oil fields in the Middle East. It took the combined force of Defensor, Superion, and the Mane 6 with the Elements of Harmony to drive off the Combaticons' combined form of Bruticus. Megatron swore he would get even.

Another plot was when Soundwave tried to brainwash the population of Chicago, by playing hypnotic messages over the airwaves. But this was thwarted when Jazz, Blaster, and Pinkie Pie counter broadcasted Pinkie's Smile Song over the airwaves to break Soundwave's control.

And there was the one time when Starscream, Skywarp, and Thundercracker attempted to steal jet parts, but Skywarp and Thundercraker were defeated by Fluttershy's Stare, while Starscream faced a humiliating defeat of brute force and superior speed by the hooves of Rainbow Dash.

Soon a month's time passed in a blink of an eye, and it was time for the ponies to return home.

The ponies, Autobots, and the Witwicky family all gathered in front of The Ark when Twilight began to concentrate on her horn. She was using it as a beacon to call for Princess Celestia. Soon, a ball of light appeared with a thunderous boom, and Celestia was standing in front of them all.

"I see you are all ready to return home." She said to the ponies.

"Yes princess, I had a great time here, and made many friends." Twilight responded.

"Yes, the magic of friendship reaches beyond just our world. It proves that no matter where you are, no matter who you are, friendship can always bring those together. The best part about friendship, is no matter what, there will always someone there for us, be they giant transforming robots, or bi-pedal sentient apes. Friendship extends to all." Celestia says to all the ponies.

The ponies, begin to form tears in their eyes as they take one more look at the Autobots.

"Do take care of yourself my dear Rarity." Tracks says to her.

"Indeed Tracks. Thank you for a lovely time." She tearfully responds.

"Stay cool kiddo, I'll miss ya Rainbow." Powerglide said as he pets Rainbow Dash.

"Always." Rainbow replied, while trying to choke back her tears.

Fluttershy and Beachcomber just simply embraced in silence, as she had rivers of tears pouring from her eyes.

Jazz hands Pinkie Pie a CD with some of Earth's best musical mixes while she hops up and give both him and Blaster a hug.

"I'll never forget you guys. These were the bestest BEST parties we had!" She said to the two bots, who sadly looked at her.

"Hey don't be sad." She said, "Give a smile."

Both bots smile back at her, as she herself had some tears forming, and a grin on her face.

Applejack shook hand/hooves with Ironhide.

"Well, looks like Ah best be gettin' home now. Who know how the farm's doin' without me around. I just hope Big Macintosh didn't make too much a mess while Ah was away. You take care of yourself Ironhide. Ah'm gonna miss ya, ya big lug."

"Same here little missy." Ironhide replied. "have a safe trip home."

Twilight looks at the rest of the bots, and the Witwicky Family. She walks up to Spike, Sparkplug, and Carly, and embraces them in a group hug.

"Thanks for everything." She said to them.

"Don't mention it," Spike Witwicky said. "If you ever come back to Earth, look us up. Don't be a stranger."

"Of course I will." Twilight responded.

She then walks over to Optimus and Perceptor.

"I guess this is goodbye then. Till we meet again I guess." She said, with tears in her eyes.

"Twilight, I have truly enjoyed my time with you. Someone with a great intellectual mind such as yourself was a joy to talk to. I hope to see you again." Perceptor said as he gently strokes her mane.

"Thank you Perceptor. I'm gonna miss you too. I'll never forget everything you taught me."

She then turns her attention to Optimus.

"Thank you for everything as well, Optimus Prime. You taught me so much, you helped save our world from the Changeling Queen, and you assisted us in beating Discord. You are like a second mentor to me."

"I am glad to have met you Twilight Sparkle." Optimus says to the unicorn. "You are strong, sefless, and courageous. I hope that we can meet again. If you ever wish to return to Earth, know that you will always have a home here, and friends who will welcome you. This goes to all of the ponies."

The ponies give him a respecting bow, as Optimus returns the gesture.

"We may be worlds apart, our friendship will always be true. My Name is Optimus Prime, and I send this message,
We will always be with you if not in body, then in spirit, to watch over you and help you through your hardships. That is the magic of friendship. Freedom and Friendship is the right of all sentient beings."

With that said, Twilight jumps into Optimus' arms, and she embraces him.

He then puts her down, as all the ponies and baby dragon gather around Celestia. She begins to glow, as a bright light envelops them, and in a thunderous sound.... they were gone.

"I hope they come back some day" Bumblebee said.

"Perhaps, someday." Optimus said.

"Well, we do have the coordinates for their world." Wheeljack said. "So maybe one day, we can go visit them."

"Sounds like a plan." Ratchet agreed.

The Autobots, and their human friends all share a good laugh, as they return to The Ark, while up on a cliff, Laserbeak, observing the events, flies off.

The Nemesis.....

"Megatron, Laserbeak has returned." Soundwave said as Laserbeak flies into the room.

"Play back his recordings." Megatron ordered

Laserbeak transforms into his cassette mode, enters Soundwave, and he himself transforms into his radio mode.

They begin to play back the findings on the main screen.

"So the ponies have left this world." Megatron says as he watches the recording.

"AND GOOD RIDDANCE! I've had my fill of magic and sorcery." He utters as he throws an energon cube at Starscream, which explodes in his face.

Canterlot Castle.....

A bright flash of light appears in the throne room as Luna watches. Celestia, the Mane 6, and Spike reappear after it subcedes.

"We're home!" Spike calls out as the girls shake off the effects of the teleportation.

"Good to see you all have returned safely." Luna said to the group. "How was your trip?"

"It was AWESOME!" Rainbow yelled out.

"Good to be home." Applejack said as she looks around. "Ah best be gettin' back to Sweet Apple Acres. Who knows what happened while Ah was gone."

"And I better get back to the boutique." Rarity said, "My schedules and orders are definately behind."

"And I hope Angel Bunny isn't too mad at me for leaving so long." Fluttershy said nervously.

"WE NEED TO THROW OURSELVES A WELCOME HOME PARTY!" Pinkie Pie screamed out while bouncing around in her usual hyper manner.

"Princess, do you think we'll ever see our friends again?" Twilight asked Celestia.

"I hope so my faithful student. Someone as noble and pure of heart as Optimus Prime deserves our friendship." Celestia answers. "Perhaps some day, we will return, or send them an invitation to visit us."

Twilight liked that idea. She then had Spike hand her all the letters she had written during her stay on Earth.

"And maybe," Twilight said to Celestia, "I can visit Cybertron some day."

All the ponies, and Spike, laugh together. One of the greatest adventures the ponies just had, has ended. Both with fond memories of friends across the cosmos, and those of dangers with the villains they faced, but standing together, they pulled through all the tough times.

Tartarus......

"Hmph," Chrysalis grumbled, as she stands in one of the caves of Tartarus.

"Celestia banishing me and my minions here will not last long." She addressed to one of her guards.

"She thinks this place has no love, but she's greatly mistaking. There is love, but in another form.
Love for power, love for conquest, love for destruction, love for bloodlust. Soon I will harness this new form, and escape. What a foolish Princess."

She then begins to cackle.

The End

Ending Theme: "Till all are One" By Stan Bush

Note: The last bit was not meant to be set up as a sequel. It's to give Chrysalis a way out if she ever shows up in Season 3.