The Transformares: The Movie

by Hairy Konquerer

Rating: everyone
Tags: Tragedy, Princess Celestia, Crossover, Alternate Universe, Twilight Sparkle, Transformers, Original Character, My Little Pony: Friendship is Magic, Other, Adventure
Length: 19572

The Autoponies waged battle to destroy the evil forces of the Kul'asepticons goes to a whole new level.

it is the year 2013 and the Autoponies wage their battle to destroy the evil forces of the Kul'asepticons. but in an attempt to try and end the conflict one and for all, Shi'va, leader of the Kul'asepticons makes her most diabolical plan yet, not knowing it will trigger events that will change the universe of the Transformares, *Pinkie Pie steals the keyboard* FOREVEER!! *snatches keyboard back*

Tragedy added because pony playing part of Optimus Prime dies.

Cover art found on this site closet thing I could get to the original movie poster unless someone else did artwork and I don't know it. and no, cast list isn't exactly as seen on cover. Sunset Shimmer, and the Dazzlings make cameos in this, but Sunset in hre rpony form, and the Dazzlings in their Hippocampi forms

Published 2014-12-11 21:10:01 UTC
Last updated 2017-09-12 22:01:32 UTC

Ride in Style

On Earth, there was the Autopony city, the Autoponies Mane home and line of defense against the Evil Kul’asepticons. Far away form the city was a lake and near was a pony and Autopony fishing. The pony was and orange Pegasus filly with purple hair but no cutie mark, Scootaloo daughter of Cadence and Shining Armor, the two most well known allies of the Autoponies. Fishing alongside her was a large Autopony. She was purple, but what was unique about her was she was an alicorn but she wasn’t at that high of authority like Celestia Prime or Luna Magnus, she had Dark navy blue hair with a streak of Violet and Pink going through it, and a cutie mark of a violet star with six white stars around, Twilight Sparkle. She was more carefree similar to Firefly but on a day like this she’d rather spend it fishing than patrolling or fighting. She looked to Scootaloo who looked a little downtrodden.
“fish are jumping today huh Scoots? What’s wrong?” Scootaloo ignored her. “Hey you can tell me anything. If you don’t want anyone else to know I promise I won’t tell.”

“It’s nothing really.”

“Wouldn’t be that if you looked that disinterested in fishing.”

“Well it’s about my mom. I just miss her.”

“Don’t worry. Hopefully with this new shipment of Energon, Cadence will be back soon enough.”

“Thanks Twilight.”

“No Prob-” Twilight noticed her fishing rod was starting to pull so she pulled back and got a big fish out of the water. “Ha-Ha! Waited a few hours but that hard work got us this baby!”

Scootaloo looked to the sky and saw a shuttle descending towards the City. “Twilight the shuttle’s here let’s go see it land.” Scootaloo dropped her fishing rod and ran towards the way she got to the lake. Twilight only looked at the fish she caught. “Talk about dull, but than again Fish weren’t really biting anyway.” She put the fish in her magic aura and threw it back in the water.

Scootaloo hopped onto her scooter and drove towards the shuttle, using her small wings to give her an extra boost in getting to the city. She dodged a few rocks but tripped on one, only to be caught by Twilight. “If you’re gonna ride, ride in style.” Twilight tossed Scootaloo into the air allowing Twilight to transform so when Scootaloo landed, she landed in a purple racecar than then accelerated forward. Scootaloo saw the city over the ridge. “Stop here.”

“Why stop here when you can get the best view from, Lookout Mountain?” Twilight zoomed through, up ahead of her path, two Autoponies were holding a wall of wood and Applejack, an orange earth pony with a blonde mane, stemson hat, 3 apples for a cutie mark, and freckles directed them. “Little more to the raght.” She saw Twilight behind her and jumped out of the way, along with the Autoponies, to which Twilight smashed through the parts of sign they already set up. Applejack scowled at that reckless action. “Ah’ll straighten that girl yet!”

Twilight drove up and found the spot she was looking for, than let Scootaloo out and transformed than sat back and saw the ship fly down. Scootaloo noticed something wrong with it. “Twilight there’s a hole in the ship!”

Twilight narrowed her eyes allowing her to see the hole, than a figure visible through the hole: Air Commander Tirac of the Kul’asepticon Battle Fleet. “Kul’asepticon!” Twilight charged her horn and shot at Tirac causing her to run inside. Twilight continued to fire gaining attention form Applejack. “What in tarnation is that pony doing?”
Eventually, Shi’va knew their cover was blown and it was better for it to begin now than never. Kul’asepticons poured out form the hole, some of them transforming into their jet modes and flying towards the city while Shi’va shouted her command.

“Kul’asepticons, ATTAAACK!!”

She aimed towards Twilight with her Fusion Cannon and fired sending her rocketing back. Twilight managed to dodge the attack and fired at a few Kul’asepticons in the air. On the ground Nightmare Moon had landed and went into her tank mode than aimed at Twilight. “Prepare to die for your insolence Autopony.”
Applejack jumped behind Nightmare Moon and using her strength, pulled the barrel up so when it fired, the shot hit a clone of the Insecticon Suri Polomare who attempted to sneak attack Twilight, blowing her head clean off and the corpse to then tumble down and crash into Nightmare Moon as Applejack jumped off. Applejack made her way up the mountain to Twilight who saw what unfolded below. ""heh not bad for a Apple Bucker."

"ya think that's all I can do? you ain't seen nuthin yet." Applejack pushed Twilight out of the way of incoming laserfire form Tirac. "c'mon, let's get back to the city."

Twilight transformed and Scootaloo got inside, than drove off to Autopony city trailed behind by Applejack who transformed into a truck like car than followed knowing it was probably gonna be a long night.

One Shall Fall

The city already showed some damage as the battle progressed but damage wise to structure, the Kul’asepticons were clearly winning. Filly-Second lamented this as she shot at the air running at lightning speed.

“We’ve got Kul’asepticons in the air, Kul’asepticons on the ground! Insecticons, Seekers, and Coneheads, oh my! Take them out on the ground, they’re still in the air, out of the air, on the ground. Basically they’re everywhere, so where’s that leave us, nowhere that’s where.” Filly-Second than fell on her belly to the floor tired.

A turrent turned to face and fired at Shi’va who dodged and was joined by several Kul’asepticons including Tirac, Vinyl Mirror and the Mirrorcons, the building experts of the Kul’asepticons, that looked like slightly darker colored clones of some of some of the Autoponies including Dash, Twilight, AJ, Rarity, and Filly-Second without her costume, all in green and purple armor on some parts of their bodies.

Inside a room near the gun tower, Rainbow Dash was trying to push a large missile launcher to face the Kul’asepticons, but than turned to Blitz who dragged Bonbon’s corpse. “C’mon Blitz, Shi’va’s making her big push, but we need to push back.” Blitz than set down Bonbon’s corpse next to Lyra’s body and ran to push the launcher along with Dash. Twilight, AJ, and Scootaloo ran into the room than helped push the launcher managing to point it in the right direction. Blitz than turned to Twilight. “I was afraid you’d be stuck outside the city.”

“Nah. I wasn’t worried for a second.”

“You probably didn’t understand the situation.”

The launcher reached the spot it was supposed to be in than Scootaloo looked out the window in time to see Shi’va turn to the Mirrorcons.

“Mirrorcons, merge for the kill!”

“AJ, Twilight, Look!”

Midnight Shine and Pinkimena transformed into their respected vehicle modes, but this time, the back of their modes raised up, while the hood stayed flat, giving them an appearance similar to legs. AJ looked and looked in horror. “Annihilator.”

The other Mirrorcons jumped to their partners combining together and creating a giant pony, looking similar to Luna, but wearing a red bat crown, red boots, red necklace. A red visor covered her eyes and she approached the gun smiling. “Prepare for extermination.”

Annihilator opened her mouth and a row of dagger-like teeth retracted out than chomped on the gun barrel, and spitting it out over her shoulder than punched at the wall trying to take it down. Dash grabbed a missile shell and brought it to the launcher. “I got better things to do tonight than die.” She put missile in than pressed a button. The missile went flying towards Annihilator exploding. Annihilator looked unharmed but felt irritated so, she tore off a piece of the outer wall, two more shots hit the area, dispersing the Kul’asepticons, While Annihilator threw the wall piece towards where the missile shots came from, sending it through destroying the launcher. Dash, Blitz, and AJ ran as the piece went through. Twilight did the same but picked up Scootaloo before running out.

"Where's the Wonderbolts, we could really use Phoenix right now." Applejack asked.

"The Combaticons formed Valkyrie and the Shadowbolts formed Nightshade outside the Ark, Luna sent them with Omega Pommel and the Rescuemares to cover the Ark!" Blitz yelled as they ran through the door that closed having them from the explosion.

Outside Rarity was shooting outside along with a few other Autoponies, hoping the morning would bring Celestia Prime and a hope to win the battle.

The laser shots topped coming from the Autoponies side stopped and Shi’va saw and an opportunity. “Their defenses are broken. Let the slaughter begin!” Annihilator tore apart the wall, when Filly-Second ran to her leg. “Tag you’re It.” she kept repeating it as Annihilator kept trying to grab her. Shi’va ignored Annihilator and ran for the city when she saw a ship descend near the city.

Celestia looked over the damage, than looked to the Maximares; the largest of the Autoponies with sheer strength, but the flier Spitfire was the only one who wasn’t simple minded. Celestia turned to Fluttershy, the largest of them all.

“Maximares, take out Annihilator!”

“Me Fluttershy Love Challenge!”

The Maximares jumped down through the opening descending to the city, seeing Filly-Second get grabbed by Annihilator’s giant hoof that began to squeeze.

“Maximares, Transform!”

Fluttershy changed, becoming a giant winged wirewolf, Spitfire transformed into a phoenix, Raindrops became a large rabbit, and Spinezilla became a large wingless dragon. Annihilator looked up to see the Maximares fly down towards her. Fluttershy lunged in first but Annihilator apple bucked her away. Spinezilla landed and ran for Annihilator, but Annihilator raised her hooves and slammed them down on Spinezilla, causing her eyes to jump out of her head than go back in. Annihilator picked her up and threw her to Raindrops rammed for Annihilator’s legs along with Filly-Second who hit her in the other leg. Spitfire managed to head butt her, embedding Annihilator into the wall but taking herself out too.

Celestia Prime looked over the city, and the Kul’asepticons advancing on it.

“Shi’va must be stopped. No matter the cost.” Celestia transformed into her truck mode, driving for the city.

The Kul’asepticons ran for the way in, ready to end this once and for all. Ahuizota heard something and looked behind her and saw her reflection in Celestia Prime’s grill than was hit, sent flying over behind the truck. Suri Polomare ran but was hit and landed on the ground on the right. Umbra managed to jump to the side allowing the Kul’asepticons to fire on the Autopony. Celestia Transformed and with one flap of her wings, she soared over the Kul’asepticons, firing her Path Blaster taking out a few of them, when she landed on the other side, she hit a Aria Blaze clone, and the two seekers Adagio and Sunset, but they were barely able to drag themselves away from the shots.

Meanwhile inside, Luna Mangus drove out right in front of Annihilator with Cheerlie, Party Favor, and Night Glider transforming along with her to face down the combiner by firing with everything they had, breaking Annihilator into her core components, bringing the consequence of causing the opposing Autoponies to get outnumbered. They quickly retreated from the Mirrorcons, Party Favor unfortunately getting gunned down in the back by the Mirrorcons as they continued their advance. Shi’va followed after them before stopping, spotting a shadow rise from behind her and turned around.

“Prime!”

“One shall Stand, One shall Fall.”

“Why throw away your life so recklessly?”

High Heel ran for Celestia only for Celestia to turn around and punch her in the face, then grabbed her by the leg slamming her into the ground head first, leaving her body sticking out like an ostrich trying to pull out. “That is a questions you should ask yourself Shi’va.” Celestia replied standing up.

“No. I’ll crush you with my bare claws!”

Shi’va tackled Celestia taking them back outside. Twilight saw what was happening and ran. “I’ve got to help Celestia!” AJ turned to Twilight. “No Twi. That’s Celestia’s fight.”

Celestia threw Shi’va and Shi’va slammed onto a wall. She found a large piece of shrapnel by her side and threw it at Celestia, it impacting her left side and sticking in there. Shi’va than aimed her blaster and fired. Celestia dodged and ran for Shi’va. Shi’va aimed her cannon again but Celestia punched Shi’va causing her Fusion Cannon to fall off. Shi’va brought out her energy dagger and swung at Celestia, the dagger only hitting the wound, causing energy to leak out, and Celestia to touch the wound and stumbled back a little. Shi’va jumped up and tried to land on Celestia but Celestia gave her an uppercut sending Shi’va on the ground on her back. Celestia ran for her and Shi’va swept her legs to which Celestia to dodge but than landed in time for Shi’va to kick her in the chest. Shi’va ran for Celestia, reaching for her head.

“I’ll rip out your optics fiber by fiber!"

Celestia managed to push Shi’va off and then threw her over her and near an edge. AJ looked over and shouted to Celestia. “Finish her off Celestia do it now!” Celestia grabbed her Path Blaster than aimed at Shi’va. Shi’va looked at Celestia than at the wreckage around her seeing a blaster under some rubble.

“No more Celestia Prime! Grant me mercy! I beg of you!”

“You who are without mercy, now plead for it! I thought you were made of stronger stuff.”

Twilight tackled Shi’va as she grabbed the blaster. “No ya don’t Shi’va!”

“Out of the way Twilight!” Celestia exclaimed as she tried to get a clear shot on Shi’va without hitting Twilight. Shi’va than turned Twilight around and used her as a shield while she than shot at Celestia hitting the wound she created. “Fall! Fall!” she shot a few more times and Celestia finally fell, her ornaments cracked. Shi’va threw Twilight away, than aimed her gun at Celestia, who struggled to stay on her four hooves. “I would’ve waited an eternity for this.” Shi’va had a piece of her helmets horns missing, cracks all over her body, and was missing her right lower arm. “It’s over Prime.”

Celestia looked up with a few gasping breaths, than brought her two hooves together and swung them against Shi’va’s chest, cracking the Kul'assepticon symbol on her chest apart.

“NEVER!!”

Shi’va fell hitting the bottom floor of the city. Several Kul’asepticons on the level below ran for their fallen leader. Celestia stood up for a moment when she collapsed. Twilight ran to her, tears in her eyes. “Celestia…no. Please forgive me.”

Shi’va laid on the bottom sparks coming from some parts of her body, Tirac grinned looking her over. “How do you feel, Mighty Shi’va?” she than kicked Shi’va, hiding the pain as she kicked with the foot she shot off. “Nightingale, Transform, and get us out of here.”

Shi’va looked up, feeling fear in some of her body. “Don’t leave me Vinyl.”

“As you command, Shi’va.”

Nightingale transformed into train mode and drove by, several Kul’asepticons running for her. MirrorShy had a damaged clone of Suri Polomare on her back, while Pinkie Mirror had an Aria Blaze clone on her back. Vinyl Mirror held Shi’va in her hooves the Autoponies shot at her and Gilda held Shi’va’s Fusion Cannon. Everyone managed to make it so Tirac had no problem yelling as she finally got in. “Nightingale, take off!”

Nightingale rocketed forward, than transformed into Shuttle mode, all though it made several Kul’asepticons inside busy as she turned upside down. She left for Equis, none of them knowing the unknown threat to come as the Autoponies gathered around their fallen leader.

Survival of the Fittest

The monitor beeped but faintly as Luna, Twilight, Rainbow Blitz, Dash, and Scootaloo were gathered around the table as Applejack looked at the monitor and Rarity looked at the wounds in Celestia in microscope mode. It appeared Rarity was done as she transformed back into Pony mode, to which Applejack moved to hear the news, but saw Rarity had tears in her eyes as she gave the news. “I’m afraid the wounds are….” Rarity couldn't finish and tried her best not to just bawl her eyes out on the spot. Applejack took off her hat and clung it to her chest in respect. Scootaloo’s eyes began to water. “Prime, you can’t die!”

“Do not cry. Soon… I will be one with the Matrix.”

Twilight felt remorse and guilt at how Celestia was going to just let herself die feeling her eyes stinging a little. “Celestia…”

“Luna… it is up to you dear sister, as I pass the Matrix of Friendship onto you, as it was passed on to me.”

Luna felt confusion inside as Celestia thought she was worthy enough. “But Celestia, I know we’re siblings but you’re the wiser true leader… I’m not worthy.”

“Nor was I. But one day… an Autopony will rise from our ranks…” Celestia groaned a little but found her words again. “And use the unity of friendship, to light our darkest hour.”

Celestia used both her hooves to open a compartment in her chest, and another inside, revealing a hoof-held sphere with a handle on both sides as if it could be pulled open and inside was a crystal like ball with colors of the whole rainbow shimmering inside. Celestia took it out with her left hoof raising it up. “Until that day… Till all are Friends.” Celestia dropped it, and Twilight jumped down to catch it and managed to with her mouth. She felt a rainbow glow in her eyes and a brief non-existent wind move through her mane, before she gave it to Luna who took the Matrix and placed it in her chest. The monitor beeped for a few seconds before it flat lined, to which Celestia let out one final breath and closed her eyes. To everyone’s shock, the color in Celestia’s mane and horseshoes faded and the Late Autopony Leader’s head fell to its side. Luna couldn’t hold in anymore emotion and hugged her Sibling’s corpse, sobbing silently as her only remaining family by energon, was gone forever.

Deep in space, The Dark Plum Planet stood there silently, inside the muffled sound of someone screaming in rage could be heard, in one part of it, a large Cluster of TV’s watched Celestia Prime’s death unfold, up to the point where Luna put the Matrix in her chest. At that point out at the opening, the scream of rage came through the hole, and as the scream happened, green fumes spewed out of it, eliminating all life on some planets caught in it, and engulfing others completely into oblivion.

Nightingale flew through space but felt herself getting slower shouted to the others inside. “Jettison some mass, or I’ll never make it to Equis.”

Tirac saw an opportunity in this and grinned. She than turned to the others with her poker face one. “Fellow Kul’asepticons, Nightingale has requested that we lighten our burden”

Rainbone Crush flew up and onto Ahuizota’s head and puffed up her chest to intimidate the others. “In that case, I say its survival of the fittest.”

“Do I hear a second on that?”

Most of the Kul’asepticons agreed on this. “AYE!”

“And against?”

“Nay.” This came from the clones of the Insecticons Sontana Dusk, Aria Blaze and Suri Polomare, and the Seekers Sunset and Adagio, who were injured to the point of needing repair after the battle of Autopony City.

“The ayes have it.”

Nightingale opened her shuttle door, and Umbra and some of the Kul’asepticons began pushing the three Insecticons and Seekers out the door. “Go on, get!” Some of those injured objected to this. “No!”

“Sisters, don’t!”

The pleas fell on deaf ears as they were thrown out the shuttle. Nightingale flew forward a little faster so none of them could cling on, and then slowed down to regular speed. Tirac had Shi’va, who was the most damaged from her final battle with Celestia, personally in her hands at the edge of the door about to drop her out, Vinyl watching and fuming in rage at that opportunist of a Minotaur who did her best to look actually sad. “Oh how it pains me to do this.” at the end of her sentence Tirac managed to sneak out a smile of satisfaction and Triumph. Shi’va managed to lift her head trying to object. “Wait! I still live!”

“Wanna bet?” Tirac simply moved her hands off of Shi’va allowing Nightingale to do the rest and let Tirac watch Shi’va rocket away in the vacuum.

“TIRAAAAAAAAAAAAAAAAAAAAAC!!!!”

Tirac dusted her hands satisfied than turned to the other Kul’asepticons. “Well as Shi’va has how shall we say” Umbra and Ahuizota looked at each other, both having one eyebrow raised. “Departed, I nominate myself as the new leader.”

"You? As leader? That day is still never going to happen, I'm more of a capable leader then your sniveling hide could be." Ahuizota complained.

"Death comes to she who crosses me." High Heel threatened wanting the role.

"You nearly die every time we fight against the Autoponies." Nightmare Moon retorted. "As a triple changer that makes me more qualified to lead then the three of you combined."

Midnight Shine had a major objection to this. “Wait! The Mirrorcons form Annihilator, The first combiner and most powerful Kul'ascepticon! We should rule!”

"Most powerful?" Bluebelle interjected with a scoff, speaking for her leader Callberona. "The Combaticons form Valkyrie, the first combiner to defeat Annihilator, dominion over the Kul'asepticons clearly belongs to us."

"As if!" Shadow Stalker yelled back standing with the Shadowbolts. "The Shadowbolts form Nightshade, she took Valkyrie out with one punch, it clearly goes to us!"

“Vinyl Mirror Superior, Combiner teams Inferior.” Vinyl simply stated knowing as the most loyal to the late Shi’va, she was the most Logical candidate as leader.

Pinkimena felt great offense. “WHO ARE YOU CALLING INFERIROR?!”

“No Pony would follow and Uncharismatic Bore like you.” Despairity replied seeing no reasons Vinyl could qualify as leader following up on her comrades objection.

Gilda jumped out of Vinyl’s chest followed by Babs Seed, Opal, and Owloucious jumped out not only supporting Vinyl as leader, but Gilda was mainly offended by the insult. “Hey no one calls Vinyl uncharasamatic!”

“Yeah! Let’s kick Cutie Mark!” Babs Seed concurred.

Midnight Shine saw and opportunity to show Vinyl her new spot in the Kul’asepticon diarchy: in the scrap pile. “MIRRORCONS, UNITE!”

The Mirrorcons combined and became Annihilator, only to be objected by Gilda and Babs Seed. “NO WAY!” their arms changed into their pile drivers and slammed at the ground separating the Mirrorcons, CruelerShy getting hit by Opal. It turned into an all out brawl as several Kul’asepticons fought each other. Vinyl got into a fistfight with CrulerShy and punched her across the room, than Umbra dove to tackle her only to get rammed to the side by Opal who proceeded to maul her maul causing Umbra to run around, her front legs flailing in panic. Tirac managed to take out Ahuizota than turned around only to find herself face to face with Selene, a Kul’asepticon that was more loyal to Shi’va than Vinyl, and she wrapped her hooves around Tirac’s neck.

“You betrayed our most glorious leader! I will pulverize your pistons into sheet metal and paint a shrine to her in your energon for your insolence, you scheming snake of an Infidel!”

Selene threw Tirac to the ground and proceeded to punch her a few times than wrung her hooves around Tirac’s neck again only for a Kul’asepticon to push her off. Selene looked up and saw Ahuizota. Or what looked like Ahuizota as her face changed than her body, a in her place appeared a Mare with a green tentacle-mane who looked at Selene crazily. “What’s the difference between you and a mallet with a cold? One’s a sick duck- I forget the rest but Shi’va’s dead, deal with it.” the Mare than broke out into a maniacal laugh only for Selene to smack her than try to choke her.

“It’s a Lie! Shi’va Lives! Die for your lies Blitzwing!” Blitzwing managed to get her off but ended up getting in a sissy fight with Selene until Pinkimena to crash into them and into a wall and than get pummeled by Gilda and Babs Seed.

Nightingale felt herself bouncing a little as she flew towards home.

‘What are those morons doing?’ she thought. ‘I told them to jettison some mass, not use me as a boxing ring.’

Destroy the Matrix

Shi’va and the 5 Kul’asepticons drifted forward and towards the Dark Plum planet, a voice was heard in the distance.

“Shi’va…”

“Shi’va…”

A straight beam of light came out of the green hole, and something happened that was impossible for a planet to do: speak. And when it spoke. It was dark and commanding.

“Welcome, Shi’va.” Shi’va looked up and was blown away by the force of the wind that came out, sending her spiraling back. She stabbed all four of her claws into one the two large horns that protruded out of the planet. She threw herself forward curious at how the planet just spoke. “Wh-who said that?”

“I… am Omega Blot.”

Shi’va was blown back by the wind again but managed to control it and bring herself forward, not believing the planet spoke. “Show yourself.”

“I have summoned you here for a purpose.”

“Nobody summons Shi’va.”

Omega Blot showed a hint of Flattery. “Than it pleases me to be the first.”

“State your business.”

“This is my command… you are to destroy, the Autopony Matrix of Friendship. The power it truly holds behind the name is the one thing, the Only thing, that can stand in my way.”

“You have nothing to fear, I have already ended Celestia Prime with my bare claws.”

“You exaggerate.”

“The point is she’s dead, and Friendship died with her.”

“No…the point is you are a fool. It has been passed on to their new leader, Luna Magnus. Destroy it for me.”

“Why should I? What’s in it for me?”

“Your bargaining posture is slightly irritating, but very well, I will grant you a new body and new troops to command.”

“And?”

“And Nothing! You belong to me now.”

“I belong to no pony!”

“Perhaps I misjudged you.” The small claws around the hole’s center opened at rays of sick green light shone out. “Proceed, your path to oblivion.”

Shi’va felt pure agony as the rays hit her and had no choice. “No! Wait. I accept your terms! I ACCEPT! AAAGH~!!” Shi’va no longer felt pain as the green rays turned blue and felt welcoming.

“Excellent.”

Shi’va than felt her colors vanish, than her skin and flesh came off, but she felt no pain, her parts shifted around with a blue grid behind her. When her transformation was done, she was no longer a she. He looked similar to Shi’va but had a leaner and stronger build, a few distinguishing characteristics of a wirewolf, the claws, the shell, and legs, a few more spikes on parts of his body, and a fusion cannon that looked like it was fused into his upper right arm. Omega Blot announced his new creation, as if he was presenting to an audience.

“Behold… KUL’AS.”

Omega Blot then took the other Kul’asepticons and brought them towards him with the same light. “And these shall be your minions. Mane-iac: The Tracker,” Shadow Blot took Adagio and did the same thing to her, and the outcome was a dark purple earth pony mare in a jumpsuit with black boots, a green tentacle like mane, and double irises of Green and red eyes.

“And her huntsmares, the Sweeps.” The three Insecticons were changed and became insect-like ponies with bug wings, a carapace and blue eyes.

Omega Blot than changed Sunset, and she now had a red coat, gnarled horn, small claws sticking out of her hooves, large bat wings, bat like ears, blacks eyes but same irises, sharp teeth, and her mane looking like it was on fire.

“Sunset Shimmer, the she-demon. And her armada.” Sunset transformed into a jet that flew alongside the Sweeps and Mane-iac. “And this, shall be your ship.” A large ship looking similar to a Wirewolf in a jet mode came out of the side of The planet. “Now go, and destroy the Autopony Matrix.”

“I will rip open Luna Magnus, and every other Autopony, until Friendship has been destroyed.” Kul’as responded voice with as much malicious intent as when he was as Shi’va but masculine. He used his cannon to launch him forward, and he directed it in the direction of the ship, which he landed on top off. “To Equis!” The new army flew to the ship into the dock, which flew forward to Equis, and Omega Blot sent one more command.

“Destroy the Matrix.”

Tirac was having a pretty good day. Shi’va dead, and leadership was finally hers. Tirac decided to treat herself and deck out in a black cape, shoulder pads and touched up, making her usual red skin look brighter than before. She did her hair, making it roll down her shoulders and made it look like she had a Mohawk on her head. Tirac thought it would be better if it were a coronation as to make it official. Every Kul’asepticon was there, the Mirrorcons were playing a fanfare, and with Ahuizota and Eris on the platform with Nightingale who as about to put on when the Mirrorcons blew their trumpets again, much to Tirac’s irritation.

“Get on with the ceremony.”

The Mirrorcons looked to each other and thought it would be funny to irritate Tirac as much as possible. They blew their trumpets only for Tirac to blast the horns off leaving the handles only. Nightingale placed the crown on Tirac’s head who smirked as she finally got what she tried so hard for. “My fellow Kul’asepticons, as your new leader I-” Tirac gasped as a red spaceship zoomed in, forcing a few Kul’asepticons to run out of the way, while Tirac was Outraged. “Who disrupts my coronation?!”

The cockpit opened and Kul’as jumped out than the ship Transformed into Sunset Shimmer. “Coronation, Tirac? This is bad comedy.”

Tirac was startled, as this was a male but looked very familiar. “Shi’va, is that you?”

“Here’s a hint.”

Kul’as transformed, but instead of a gun, he became a stationary cannon that aimed up then fired on Tirac, but not before, Nightingale, Eris and Ahuizota jumped off the platform to avoid the shot. Tirac made a noiseless scream as the blast shredded parts of her cape. Some of the Kul’asepticons looked in awe or horror as the light went away and Tirac was now charred than her whole body crumbled to dust, except for her head which rolled down the stairs as Kul’as transformed than stepped on the head crushing it to dust. He than looked to the Kul’asepticons.

“Will anyone else attempt to fill her shoes?”

“What’d he say his name was?”Gilda responded not wanting to join Tirac.

“Kul’as.”

This was met by the cheers of the Kul’asepticons “LONG LIVE KUL’AS! KUL’AS!"

Nice Doggie

Omega Blot floated towards the first Moon of Equis, his maw already beginning to open.

Alarms sounded all across Moonbase one as Ember and Firefly looked up seeing the monster planet.

"Where in the name of Faust did that come from?!" Ember yelled ignoring that it was getting closer.

"I'm more worried about where it's going!" Firefly yelled as the large pincers reached towards the moon, beginning to devour it.

Twilight punched the wall next to her in anger, tears streaming down her face while everyone else was cleaning up the wreckage of Autopony City.

"Twilight calm down." Applejack asked.

"Calm down? CALM DOWN!? It's all my fault! Celestia Prime is dead because of what I did! I should've been the one dying on that table, not her!"

"There's nothing you could've done. Shi'va would've pulled out that gun to kill her no matter what you did."

"Celestia saw it. If I didn't jump in we would've won without losing her."

"Attention! Someone! Anyone! We need help!" A voice yelled coming from Vinyl who looked at herself.

"I'm picking up a faint signal." She said transforming into her boombox mode.

"This is Firefly of Moonbase One! There's some kind of monster planet coming for us, it's eating everything now! We can't even hold the signal..." Firefly yelled before her signal began to die out.

"Firefly? Firefly!" Luna Mangus asked concerned as the transmission cut out completely.

Ember and Firefly ran for the shuttle and immediately began to rocket away from the moon, beginning to let out cries in celebration, only to realize they began moving backwards towards Omega Blot's mouth, screaming all the way.

Meanwhile on Moonbase Two, Cadence and Spine looked on in horror as this monster planet ate Moonbase One, along with Ember and Firefly.

"How can we kill that?!" Spine yelled.

"Not sure old buddy, but I might have an idea." Cadence said with an interested smile on her face.

Omega Blot made his way towards Moonbase Two, Cadence in her Exosuit and Spine ran into their shuttle as fast as their legs could carry them then flew off. Cadence and Spine looked back seeing Moonbase Two dissapear beneath the gaping maw of teeth that chewed away at it, when suddenly a huge explosion erupted from it engulfing it in a blazing light. Cadence and Spine cheered in victory before they felt something began to pull at the ship and the smoke cleared, shocking both of them.

"It...it isn't even dented." Cadence said in sheer disbelief. "C-crap what're we gonna do now!?"

"Well I know one thing we're doing." Spine said as the ship began to spin out of control towards Omega Blot. "We get sucked in!" She yelled before they disappeared into it.

Kul'as looked on in rage from his new throne, that was were Tirac stood prior to her death, at the second moon disappeared in the maw of Omega Blot.

"How dare you Omega Blot!? Equis belongs to me along with it's moons!" He yelled standing up before he was bathed in a sickly green glow and held his head in pain.

Mane-iac looked to her superior surprised that she wasn't punished along with Sunset and her Sweeps. "You forget our place now boss, we belong to him."

"Kul'as...belongs...to no one!" Kul'as struggled to say before falling down the stairs at the feet of his subordinates.

He struggled to get up to his feet in shaking his head. "Fine. To Earth, we destroy the Autoponies along with the Matrix." Kul'as said running to Sunset as she transformed into his jet to fly in.

Luna Mangus gathered the Autoponies around her to address the current situation.

"Ok everyone, we're getting in the shuttles and are heading for Equis to confront this monster planet, whatever it is is a worse threat then all the Kul'asepticons as one combiner."

"What about my mom?" Scootaloo asked concerned.

"We didn't hear anything from Moonbase Two, we can't assume the worst, if it's not, then we can do everything we can for her."

Suddenly an explosion went off near them causing them to look up and see Kul'as in Sunset fly down firing at them, his voice then sounding over a speaker installed in Sunset.

"I am Kul'as, leader of the Kul'asepticons, make peace with Faust, Luna Magnus, for I'll kill you just as Shi'va crushed Celestia."

Luna let her anger flow and shot a massive magic blast damaging the underside of Sunset. "AND YOU'LL DIE TRYING!!" She roared.

Vinyl fired at the sky along with Daisy and Lily as Rainbow Dash ran with Scootaloo close to her along with Filli-Second.

"Bounce on out of here, we got this!" Vinyl told them before Sunset fired a blast down at them, bowling Daisy to pieces while Lily was sent flying into the air. Mane-iac impaled the airborne Lily on her Mane Cannon, her head sticking out of her vehicle mode, allowing the last thing Lily saw to be Mane-iac's insane grin.

"Oh dear, the horror, the horror!" Mane-iac said mockingly before breaking out into an insane laughter firing her cannon, tearing Lily apart, causing it to rain down Lily's remains on Vinyl.

"Maybe not." Vinyl said horrified.

Meanwhile Filli-Second tried pushing Fluttershy onto the ship, but to no avail as she wouldn't budge.

"Nice doggie, good doggie, sweet doggie! Won't you step into the nice spaceship for Filli-Second? Please, pretty please. Nice Doggie Good Doggie with sugar and a cherry on top with some whipped cream nice doggie?"

"Me Fluttershy not nice Doggie. Me bash bullies!" She replied as Sunset rained fire down on them to which Fluttershy breathed some fire on the ships underside as she zoomed by. Two Sweeps flew down firing as well that Fluttershy also breathed fire at, the latter one screaming like a little girl as he spun out crashing into the ground in a large explosion.

Luna ran past Filli-Second running to her shuttle. "Flli-Second get the Maximares in the shuttle!"

"I'm trying to get them into the shuttle but they're not getting into the shuttle making it impossible to get into the shuttle!!" Filli-Second yelled pushing on Fluttershy.

Twilight and Applejack ran for the shuttle, Twilight's horn glowing as an aura wrapped around the Maximares pushing them inside the shuttle.

"This reminds me of the battle of Applousa, the Time Beasts were..." Applejack began to go on before looking to see Fluttershy was resting her head on the console next to her. "Fluttershy get your big head out of my face."

"Me Fluttershy love hearing Applejack's War Stories."

"You're living one! Twilight for Faust's sake get us going." She asked her friend.

"Tell Fluttershy about Time Beasts again..." Fluttershy asked with puppy dog eyes.

"A'll give ya time beasts." Applejack growled.

Meanwhile with Luna's shuttle, Rainbow Dash and Scootaloo got on first receiving cover fire from Rarity and Luna.

"Looks like we're roommates squirt." Dash joked.

"All right." Scootaloo cheered as Luna and Rarity got on board and they began to fly off, the only one that didn't make it being Rainbow Blitz who began to run, avoiding firing shots from Sunset above as Rainbow Dash was sticking out of the ship holding out her hoof to him. "Grab my hoof Blitz!"

"You don't have thumbs to hold on!"

"Just do it ya big baby!" She yelled prompting Blitz to run faster and manage to grab on, being pulled in and closing the door as the ship flew rapidly out of the sight of the Kul'asepticon's.

"Congratulations everyone, we lost them, so rest while you can." Luna said as the ship began to now slow down.

Author's Note

Finally, this chapter's finished, incase you were wondering, yes I'm still alive, if you noticed the major edits I made to One Shall Fall and Survival of the Fittest, I'll explain it in a blog I'll post after the story.

Down for Repairs

Applejack lady back in her seat telling the Maximares her war stories as Twilight trained with the drone, the Maximares completely immersed in Applejack's tale. "Eyup, Ah remember,the sea storm was so thick above Aqaustria ya had to use windshield wipers on your eyes."

"Me Fluttershy know all about wipers! Want to hear good part of story!" Fluttershy complained accidentally knocking down Spitfire

"Get to the Good part, Applejack, quit holding out on us." Spitfire asked getting up.

"OK, OK. Well, the sea storm was really thick, and then this gigantic Leviacon came tromping and flailing from the sea, venom spewing out of its nostrils, and ah thought for sure..."

"Hey, Applejack, don't you think we have better things to do now than tell old stories?" Twilight asked stopping her sparring

"Like what?"

"Like maybe figure save Equis and rescue Cadence and the others."

"No! Tell story!" Fluttershy pouted, which was hard to do in her wolf mode.

"Shh!"

"Quiet"

"We want to hear story!" The other Maximares aside from Spitfire complained.

Twilight groaned before the training dummy hit her, angering her into grabbing it ready to pummel it's lights out. "Time-out! Time-out! Time-out!" It begged when the ship suddenly began to rumble. Outside the Kul'asepticons had found them and began bombarding them with shots from their main ship. Twilight looked outside and panicked getting the console controls.

"They found us and they're coming in fast!"

"Hey, like the Stagbotles of Dezardos!" Applejack remarked surprised by the coincidence.

"Well how'd you beat them?"

"A'm trying to remember. There were a lot of dead bots that day.

"Remember faster." Twilight encouraged as Sunset fired her missiles.

"Oh, yeah we inverted polarities!" Applejack proclaimed remembering then proceeding to do so allowing them missiles to fly right past them exploding without harming the ship.

"All right, we survived that!" Twilight proclaimed in relief.

Applejack looked on the monitor seeing Kul'as ship was still on them. "Yeah, but for how long?"

Kul'as smiled as they moved in and turned on the intercom to talk to Sunset who ran in the hanger towards the emptiness of space. "Sunset Shimmer, transform and attack."

"As you command Lord Kul'as!" She replied transforming and firing along the hull taking out the steering control. The Ship moved out of control, towards a planet that seemed to look like some kind of insect hive.

"Ah can't control it!" Applejack yelled.

"Was hoping to get out of this ship anyway!" Twilight replied as they ran from the window as the ship crashed into the planet, the cockpit beginning to crumple from the impact.

Rainbow Dash looked on the monitor with a grimace. "I think Applejack and Twilight just bit it!" She yelled to Luna.

"We need to focus so we don't too."

"Face it, Magnus, the Kul'asepticons are gonna dog us until they see us dead!" Blitz replied.

"Then that's exactly what they're gonna see." Luna replied as another large barrage of missiles came towards them.

"Prepare for emergency separation."

"That's way too dangerous!" Rarity advised seeing the mathematic probability of survival if they separated.

"What choice do we have? It's either a chance it works, or we become more junk in the vacuum."

The missile closed in on the ship, the impacts made some nice lights, before they destroyed the ship in a massive explosion of shrapnel and smoke.

"Excellent. The Autoponies have been terminated. And the Matrix with them. Yesss." Kul'as said in malicious glee before he ignited in green flames once more screaming in agony. "Omega Blot?! Why?!" He asked before his flames went out, Kul'as shivering in pain. "Do the Autoponies live? Continue to search the area, Sunset, take me to Omega Blot." Kul'as commanded before flying off in Sunset to see what was the problem.

Meanwhile, the ship was destroyed, but the front end infact survied, along with everyone aboard. "Did we have to let them detonate three-quarters of the ship?" Rainbow Blitz asked.

"Seeing as how they would have detonated four-quarters I think it was a good choice." Dash replied.

"But how are we gonna get back to Equis in this wreck?"

"Rarity, can you locate a place to set down for repairs?" Luna asked their chief scientist.

"Gamma waves in this sector of space create marginal navigation probabilities. However...ahem... yes darling, I believe I can. The planet of junk is in this vicinity."

"Then let's go for it." Luna said with a smile.

In the waters of the metal hive like planet, native fish ate each other, ignoring Twilight who managed to finish untangling herself from the kelp and began to swim around looking for her friends.

"Applejack! Fluttershy! Raindrops! Anypony!?"

"Twilight! Help me!" Applejack's voice was heard bubbling out two which Twilight swam in the direction of it and saw a squid like sea snake coiling around Applejack. Twilight saw around trying to hit the snake getting it to let go of Applejack then firing at it causing it to growl in pain and slither off to nurse it's wounds. Twilight swam to her friend and picked up her parts strewn around.

"Applejack? Talk to me!" She asked.

"Fix me..." Applejack said weakly.

"Sure, AJ, right away."

The ship began to shake upon approaching the planet, Luna turning to everyone as they approached the surface. "Brace for impact!" She commanded as the ship then crashed into the junk, lucky to not be buried. Luna got up shaking and looked to her fellow Autoponies. "Is everyone ok?"

"Remind me to give the autopilot a raise." Dash joked before realizing something. "Squirt where are you?" She asked before spotting the film who got up a little dizzy.

"I... I'm OK." She replied

"Let's try to salvage this thing." Luna ordered.

"Can I help too?" Scootaloo asked giddy.

"It's rough out there, kid. I think you can make yourself useful with this." Rainbow Dash replied spotting an exosuit fitted around a filly's size.

"Mom's exo-suit! She told me all about it." Scootaloo said in awe of it.

"Here, try it on." Blitz said helping her put it on. Scootaloo was happy to be wearing it and lightly trotted around to get the hang of it.

"Ok everyone we've got work to do." Luna Magnus ordered as everyone got out in awe of how much junk was around.

"This must be the junk capital of the universe." Dash remarked with a whistle.

"Doesn't anyone find it weird that everything seems to have a pink tinge to it all?" Rarity asked as not just the atmosphere was pink in color, but also the very junk itself, one shade of pink or another.

"Who cares as long as it's salvageable." Blitz commented as they got to work find whatever junk they could use.

Unbeknownst to the group as they began to salvage, a poofy mane of pink hair stood out a few feet away like a shark find before rising from the pile was a pink mare with a cutie mark of three balloons, the left and right ones blue while the middle one was yellow. "Stop, thief!" She growled, her calm blue irises igniting into a fiery orange at the sight of their thievery before a few more pink ponies of different shapes and sizes rose out and worked on the damaged tank behind them.

"No welcome-wagon hello stranger with that good coffee flavor for you. Offer expires while you wait. Operators are standing by." She muttered staring daggers at the group to make sure they didn't see them.

Twilight finished her repairs of Applejack onshore and smiled and she stepped back. "That's the last part. Well, what do you think?"

Applejack kicked her legs into the air and smiled. "Not bad, all things considered, you did an amazing job, lad. You even got rid of that weird tugging in mah left leg. Now, let's find the Maximares and get off this twisted planet." Applejack replied before transforming into her pickup truck mode followed shortly by Twilight who transformed and drove after her. They stopped approaching another lake and wirewolf like creatures rose form it, their bodies appearing to have sea iguana motif to them.

Twilight readied her blaster before Applejack kept her back. "Don't act hostile. ah'll use the universal greeting."

"Universal greeting?" Twilight asked.

"Watch, ah'll have 'em eating out of my hand. Baa weep grahna weep ninny bong!" She yelled to the group

"Baa weep grahna weep ninny bong"?

"Baa weep grahna weep ninny bong." The group of Iguanacons replied.

"See? The universal greeting works every time. Now, without making any sudden moves, offer them an energon goodie." Applejack advised her taking out her pack of mini energon bars. Twilight did the same and they offered up to the group who took the bars and begin nibbling before they got greedy coming back for more.

"This is getting expensive!" Twilight complained.

"Don't worry, they'll reciprocate." Applejack assured her before they began rushing for more again.

"I thought they were supposed to reciprocate?" Twilight asked looking to Applejack with a scowl.

"Ok ah'll be honest, ah liked that word and used it without finding out what it really meant." She looked to the ground of Iguanacons shaking the empty box of goodies. "No more! Empty!"

The Iguanacons growled and transformed, their Iguanaforms having more spikes and teeth then the average Iguana and rushed at the two, picking them up over their head and carrying them to the big citadel in the distance. Unbeknownst to any of them, a single pair of teal eyes hiding bore witness to it all be transforming and driving away. "Reminds me of the Nitith slave mines on Galganas 7." Applejack reminisced.

"Every place reminds you of someplace else." Twilight retorted.

"Experience, Twilight, you should learn to appreciate it."

"Lot of good it's done us so far. Hey, what's going on over there?" Twilight asked seeing a pony standing over a deep pit. Facing him was a insect like pony with a mane like the Mane-iac, standing on a high podium was a insect mare larger then Celestia was, at least two heads over her, sporting a twisted crown with a smaller mare around Celestia's size who looked at lot less vicious, submissive, and actually sorry next to her.

"Has the imperial magistrate Queen Scynder reached a verdict?" The Tentacled mare asked.

"I have." Scynder replied.

"Guilty or innocent?"

"Innocent." Scynder replied with a smile.

A Insect pony on the side pulled the switch and the floor beneath the mare dropped, screaming as something in the pit devoured her. Twilight and Applejack were thrown into some cells and the door closed.

"We've got to get a new travel agent." Twilight joked.

"What is this place?" Applejack asked.

"The world of the savage Ottercons and their cruel masters, the Changelings." A voice answered. Twilight and Applejack looked to see the brown stallion walk out of the shadows"I am known as Time Turner. Our planet was destroyed by the Omega Blot."

"Omega Blot? Who's Omega Blot?"

"A planet that is itself, a planet eater, seeking to consume everything in its path, World after world until all are none."

"So that's it's name." Applejack replied.

"Till all are none." Twilight said to herself seeing those words as a twisted version of Celestia's last words before the Iguanacons walked into Time Turner's cell and grabbed him to which he struggled.

"No, please! Ah! I'm the last survivor of Derpius!" Time Turner yelled out.

"No! Let him go!" Twilight demanded before being shocked holding the bars.

"Soon you too shall receive your sentence." The tentacle mare told Twilight.

From the corpses in Time Turner's room, Derpy and Dinky rose out and looked out sad. "Doctor no..." Derpy said quietly.

"Has the imperial magistrate Queen Scynder reached a verdict?" The Changeling asked.

"I have." Scynder replied.

"Guilty or innocent?"

"Spare me this mockery of justice! You are the creators of nothing! You do this only to kill off the truth of your lies, you wish to make sure there's nothing that can oppose your plans to oppress the universe. But you will never kill it, no matter how many more others you kill who'd oppose you." Time Turner ranted.

The tentacled Changeling rolled her eyes. "I repeat, guilty or innocent?"

"Innocent." Scynder replied.

"Feed him to the Ottercons."

Time Turners simply closed his eyes as he fell, only letting out the first scream as the 'Ottercons' ripped him apart. Scynder then let out a cruel laugh, shifting into a couple of forms for her own amusement to hear how her laugh sounded in other inferior species.

"Not the end ah'd wish for." Applejack whispered as Derpy and Dinky silently cried.

Kul'as approached the maw of Omega Blot angry at what he did. "Omega Blot, why did you torture me?!"

"You have failed." Omega Blot bellowed.

"How have I failed, Omega Blot?! Luna Magnus is dead, and the Matrix destroyed with her."

"The Matrix has not been destroyed, and Luna Magnus still lives on the planet Pinkion. Find her. Tear her apart. And destroy the Matrix." Omega Blot told him to which Kul'as flew off in Sunset.

"I would've found them if you didn't bring me all the way here to talk to you." Kul'as mumbled.

"Be sure the fittings are securely welded." Rarity told Filli-Second as she brought in more sheet metal they found lying around.

"Absolutely, positively definitely, I wouldn't do it any other way!" Filli-Second replied running around welding in parts to the ship.

Scootaloo walked up the ship with a few tons worth of scrap metal with a peppy smile. "This exo-suit's fantastic! I think I'm starting to get the hang of it." She said dropping the pile.

Over the ridge, the pink mare was about to give the command the other junk ponies to begin taking aim with the fully fixed and improved cannon when she heard flight and saw the Kul'asepticons on the horizon. Not knowing who they are or if they had any qualms killing them along with these intruders, she quickly signaled the other ones to hide in the junk as the ship was sighted by Luna Magnus who gasped.

"Kul'asepticons! We've got to draw them off and double back to the shuttle." Luna ordered prompting everyone to run for it before Kul'as fired Sunset's missile, destroying the shuttle entirely.

"There goes the shuttle!" Rainbow Dash commented as she transformed into her helicopter mode.

Scootaloo, Blitz and Filli-Second ran as fast as they could before Blitz transformed and drove off leaving behind Scootaloo and Filli-Second. "What do I do?!" She asked.

"Transform! Transform! You can do it, I know you can do it!" Filli-Second yelled before transforming herself and driving off leaving Scootaloo behind. Scootaloo closed her eyes trying to concentrate to get something to happen.

"Transform!" She tried vocally commanding before doing a laser blast. Looking up she saw Desparity and the Insecticon Surimi's Polomare dropped down facing her.

"Filthy Equestrian germ!" Despairirty growled making no attempting to hide her disgust for the organics.

"Transform!" She tried again running towards them feeling her limbs get pushed out of the suits sockets as it then transformed into a mini cart that rammed over the Kul'asepticons towards the others, Scootaloo cheering all the way at her success.

"We just got our actuators handed to us by a fleshing child driving a Roomba. Roomba." Suri said looking at Despairity.

"This never happened." She replied staring daggers at the Insecticon.

"There they are. Kill them! Kill them all!" Kul'as commanded, his sanity being tested by Omega Blot's torture and wasting of time that could've finished this jobs ages ago.

Rarity rolled out of the way of laser fire running into the tunnel where the other Autoponies went. "Make a break for cover. I'll try to unleash the power of the matrix." Luna commanded staying outside to fire above the tunnel preventing the Kul'asepticons from going after the other Autoponies.

"Till all are friends!" They shouted before the entrance was covered.

"Till all are friends." Luna replied getting the martix out ad Sunset ejected Kul'as who laned on the junk along with her and apporached Luna who had troubles opening the Matrix.

Luna was try her hardest to open the Matrix, but it never opened, no matter how hard she tried. "Open, damn it, open! Sister, you said the Matrix would bring light to our darkest hour."

"Luna Magnus! I want the Matrix!" Kul'as ordered her as Sunset looked with a slight smirk.

"Never Kul'as. You'll have to pry it from my cold dead hooves!"

"Challenge accepted. Sweeps, terminate her!" Kul'as commanded as the sweeps came down firing their blasters down at Luna who stood there taking the hits, groaning in pain from the shots leaving burnt marks and even a few holes on her body.

"Die! Die!" Kul'as chanted hoping to see Luna Magnus finally fall, but she never did.

"I told you K-Kul'as." Luna growled before running at him. "Never...NEVER!!" She roared throwing a punch towards him.

Kul'as caught her hoof and fired a blast from his particle cannon into her stomach, Luna feeling the shock and was only caught by Kul'as who stabbed it into her new gaping chest wound with his cannon, and lightly plucked the Matrix from her hooves. "I thank you for your gift Luna, here is my exchange, may you die in fear knowing that this not only comes at the hands of Kul'as, but the death of you and your sister came by the hands of Shi'va." Kul'as whispered into her ears using his vocal components to slip into the voice of his previous identity, Luna's eyes widening in terror at the revelation before Kul'as fired his particle cannon again, sending her flying back onto the ground then exploding again. Kul'as looked at the Matrix in his claws and let his cruel smile settle deeply into his face with what owning the Matrix meant.

"Omega Blot, no more shall you be my master, because with the Matrix of Friendship, you shall not be my friend, as I shall make you, my, slave." He mused, his voice slowly changing back to it's original male tone.

Omega Blot let out his biggest roar of unyielding rage, fueled utterly at his own pawns betrayal, his green acid like flame spewing farther then ever before annihilating stars as well at it's touch.

Author's Note

Expect the next chapter in a few minutes.

Excuse Me

Spitfire soared above the metal planet than flew down meeting up with her fellow Maximares, transforming into pony mode to report.

“I checked Fluttershy, there’s no one for miles.”

The Maximares moved on still hoping to run into Twilight and AJ while Fluttershy was a little confused. “Me Fluttershy positive Twilight and AJ close.”

“Me Raindrops say you’re full of Beryllium Baloney!” Raindrops walked ahead not seeing the trap pit open up and the spikes underneath, the only reason she avoided it was because Fluttershy kicked the metal rabbit over.

“Me Fluttershy say you full of Cesium Salami!”

“Beryllium Baloney!”

A blade from a tree swung down and luckily Fluttershy dodged it. “Trees maybe cheap model.”

“Like your head!” Raindrops said than laughing at her joke only for Fluttershy to tail whack her in the face.

Fluttershy would’ve made the argument more violent had a voice not stopped her causing her to look behind to see whom it was. “For friends trying to find, you must look behind.”

“Who say that?”

Fluttershy looked around and saw something sitting on top of Spinezilla’s head. It was a zebra with a circled sun around her flank. She had rings around her neck, two large earrings dangling around her neck, rings around her front legs, a large Mohawk, and was about Scootaloo’s size but looked to be fully-grown. When she spoke it was the same voice as before. “To see friends to find, you must look behind. But going the wrong way, you are a fool is what I say.”

“Me Fluttershy fool?”

“Look around and see what picture you got, sum it all up, the fool are you not?” the Zebra chuckled at the rhyme she just pulled off, Fluttershy on the other hand was not as amused.

“Me Fluttershy no like you.” She hit the zebra off Spinezilla and lunged down, only for the zebra to pull out a slingshot and fire something at Fluttershy in that hit her in the nose and blew up to which Fluttershy shouted in pain, and held her snout.

“Why girl hit my node?”

“If you can calm down and put you anger away, Zecora say, find friends today.” Zecora walked away in the right direction, followed by the Maximares.

“Me Fluttershy say we’re on our way.”

Twilight and Applejack looked at the court with anger, bound by energy chains as they were about to be given their sentence. The tentacle-maned changeling looked to the duo. “Before the Supreme Imperial Magistrate Queen Scynder declares the verdict, would you like to beg for your life? It helps sometimes but not really.”

Applejack whispered to Twilight. “Ah can’t transform.”

“Keep trying. We gotta get out-” Scynder couldn’t hear the words but heard the two ponies mumble.

“SILENCE! Or you will be found in contempt of this court.”

“I have nothing But contempt for You. Killing all these innocents for what, a sick laugh, a crime we never commit, I've seen low from others, from Shi'va herself before she bit it, but you're even worse then her.”

The changeling looked to Scynder. “Guilty or Innocent?”

Scynder grinned as she got to do her favorite part until the changeling on the side of her stopped her. "Please enough this, we don't have to cause this suffering, you've made her point, Derpius and it's ponies no longer exist, is it not enough to condemn what's left of a destroyed planet to extinction?"

Scynder faked pondering before looking at her with a scowl. "No." Scynder changed in a large wolf like lizard and beat on the changeling slamming her around then pinning her to a wall. "Question my verdicts again and I'll leave behind scars much worse then last time daughter, you are Inferior Magistrate Princess Chrysalis, in these Court Rooms you only obverse, no interference. Is that clear?"

Chrysalis wiped a tear from her face feeling one of the past scars on her shoulder. "Yes mother." She said defeated.

The Tentacled Changeling cleared her throat getting Scynder's attention. "I repeat, guilty or innocent?"

Scynder let a smile come back to her face as nothing put her in a good mood like some good old kangaroo court. “Innocent.”

A changeling on the side pulled down the lever, dropping Twilight and AJ fell into the pit below. They landed it the water and sank, their bonds coming off, as there was no way to escape now. They looked to their right and saw a bat pony that reminded them a little of Fluttershy but at their size. As soon as she looked at them, the batpony winced as if in sudden pain than stopped and looked at them, her irises now a demonic red. She roared and the echolocation went across the water to the bottom. Twilight and AJ looked into the bottom, and saw that rising out must've been the fabled 'Ottercons', as they reminded them of the cuddly otters they met on earth, if they had sharp claws, razor teeth, crazy head hair, a feral look in their eyes, and cuddly meant tear you to pieces while you scream to your death. Applejack looked to Twilight at what the situation just became. “Whatevur these things are, they’re more of them then we got ammo.”

“What’s saying we need ammo?” Twilight transformed and drove onto the wall, Applejack picked up what she was trying to do and transformed, than drove onto the same wall, the Ottercons and Batpony trailing behind them. They kicked it into overdrive and managed to create a force around the pit, the batpony managed to see this and tied to stop, only to crash into the Ottercons and domino effect all the way to the back causing all the beasts to be tossed around, the speed AJ and Twilight made, became a whirlpool, allowing them to use the momentum to leap out of the water, but also taking the Ottercons and Batpony out with them. Twilight laughed a little.

“Didn’t even chip a hoof. Let’s do that again when we don’t have killer ottercons behind us.”

One of the mentioned creatures jumped at Twilight only for AJ to apple buck it in the head sending it flying away, and it’s tail to fall off, which Applejack than caught with her mouth and swung at another. “We cant’ get them all, but we can give them a fight trying.” AJ than dove for a group of them, sending a few back into the pit. Twilight almost got her head chopped off by the Batpony, but luckily Twilight dodged so she was able to deliver a sucker punch in the face.

Some weird device fell of it and the Batpony than looked around, her eyes a calm blue again. She saw the Changelings and her face contorted into one of anger and claws retracted out of her front hooves, than jumped at one of the Ottercons, one slash to the face that caused it to fall apart. AJ, Twilight, and the Batpony went back to back as the Ottercons came closer, taking out as many as they could before they tackled them. The executioner looked to the Otters giving one last command before making her way out. “Execute them!”

She ran for the door only for it to start leaning down. She ran but was crushed under the door. Spinezilla and Raindrops walked through in animal mode, the latter noticing the Changeling that was crushed underneath and struggled to get out, her tentacles flailing like unmanned firehoses, and at least had common manners.

“Excuse me.”

She continued to walk out and was followed by Spitfire, and Fluttershy, who had Zecora riding on her back. “Me Fluttershy wanna munch metal.”

The Ottercons noticed the new contacts and charged at them but some ran away immediately at the size of them. Fluttershy crushed a few under her foot and Zecora shot her slingshot at one of them. The Ottercon ran at Fluttershy, but than Fluttershy showed her jaws to the Ottercon that backed away terrified than ran when Fluttershy roared, only to be picked up by Spitfire along with another one in her talons and tossed down taking out some like bowling pins. Twilight laughed at how the tide turned thanks to their new friends, many of the Ottercons broken, battered, and tired against their futile fight against the Maximares. “I never thought I’d be happy to see you big bozos.”

“Me Fluttershy no bozo, Me queen!” Fluttershy exclaimed with pride.

Scynder scowled at how these giants ruined everything shifting back into her true form. “Ottercons, execute them!” She commanded with fury. The Ottercons transformed, their robot mode having a mixture of wirewolf in it. Fluttershy stomped her foot on the ground causing the Ottercons to almost lose their balance before looking at her.

“Me Fluttershy say execute them.”

The Ottercons looked at each other, realizing who their new boss for now was, and smiled as they ran for the Changelings, who saw the Ottercons and ran to escape. AJ chuckled at this development. “Ah think the problems here are gonna be solved very shortly.” Twilight turned to AJ. “What about ours? We still need a ship.”

“You can get you’re ship, if I get my trip.” Twilight turned to the zebra and became curious. “Who are you?” Fluttershy picked up the zebra with her head and lifted her up.

“Her Zecora, she friend.”

“She can be mine if she can find us a ship.”

“To look for your ship you only need to stare, in the direction over there.” Zecora than pointed over Fluttershy’s head to the corkscrew like ship above the floor. AJ was confused. “That’s a ship?”

“Who cares as long as it flies.”

"Wait!" A voice said prompting them to look and see Derpy carrying Dinky on her back. "Take us with you, Omega Blot left nothing left, and my husband gave his life to make sure they didn't kill us too. You'll need us to at least find Omega Blot and figure out how to destroy him." She asked.

Twilight smiled and motion for her to come on. "We could use all the help we can get, you have a place on Equis with us when we take it back."

The batpony stood on a pile of destroyed Ottercons with pride then saw Zecora, and her face brightened with joy and flew up to the zebra hugging her with her wings. Zecora first had a look of surprise than joy.

“My old friend! I thought our relation was at an end. But inside I knew you were no rat, it’s good to see you my best friend Flutterbat.” Flutterbat licked Zecora’s face like a dog and the zebra laughed a little by her friend’s affection.

Twilight chuckled a little too. Than made her way to the ship with the others. “Good to see you’re reunited, now let’s go find Luna and the others so we can do the same. I’m surprised at this point, the pressures of leadership haven’t made her blow up.”

You talk some TV?

Luna’s pieces smoked in the junk, and over the horizon came Rainbow Blitz, Filly-Second, Rainbow Dash, Rarity and Scootaloo came over the horizon and stopped at the remains and Blitz looked in sorrow. “Luna…”

“Without the Matrix, we’re doomed, we’re doomed, we’re all gonna die.” Filly-Second said, with dread in her voice as their only hope was now wreckage. Blitz turned to Scootaloo.

“First Celestia, Now Luna. What’ll we do?” Scootaloo looked at the remains with sorrow in her eyes as she looked at Luna, but than something caught her eye over the ridge. “Look!”

Several motorcycles came up, with either Pink poofy maned stallions with a blue balloon on their flanks, Brown poofy haired orange stallions with T-Shirts and a cheese Sandwich shaped similar to an accordion on their flanks, or mares with a similar description, led by a single pink mare with a dark poofy mane, blue eyes, and two blue balloons and one yellow balloon on her flank wielding a weird axe who spoke sounding like she was on a game show. “Don’t look behind curtain number two Monty! It’s time to play, end of the line my valentine. Geroni-do-ron-ronnie-mo~e!”

The Autoponies figured these ponies weren’t friendly at all, so they transformed driving (or in Dash’s case flying) in the opposite direction except for Rarity who regretted not having a vehicle mode. One of the stallions held a line and threw it up to Dash and tried to pull her down, but Dash pulled up causing the motorcycle to flip over, and crash, the pink stallion transforming into a motorcycle drove off rode by an orange stallion. An orange mare got to Filly-Second and threw a net over her, but Filly-Second managed to boost straight through that. An orange stallion was ramming into Rainbow Blitz, but Blitz extended a rod in front of the motorcycle flipping it over and causing the stallion’s left arm to fall. Dash saw the stallion get up and put his arm back on. The motorcycle transformed into an orange mare that jumped onto the stallion that transformed into a motorcycle. “Pretty easy to take them down, but keeping them down is the challenge!”

Blitz kept dodging hits some of them tried to land on him. “They’re indestructible!”

Scootaloo got a moment to look around and realized the situation was even worse. “And they’re everywhere!”

She was right as several more of them burst out of the ground, and now there were some new looks. A few Wirewolves both male and female with either the colors of the Pink mare or the orange stallion, but not one was pink and a mare. The Pink mare stopped in front of the new group.

“You check in, but ya don’t check out.”

A twinkle left her eye and she twirled her axe into the air towards Dash, who than dodged it but descended down towards the pink ponies, ramming into her causing the pony to crash. The pony got up and ran to Dash who fell from the air after transforming and than brought out her sword and it clashed with the Pink Pony’s axe. The Pink Pony proved the better… Axe Mare in this fight and managed to smack Dash back, and raised her axe about to bring it down, but came up short as Dash transformed into race car mode and pedaled fully backwards but kept backing up into some junk preventing her from going further. The pink mare swung onto Dash’s sword twice, the second time broke it, but a girder clubbed the Pink Pony in the back of her head bringing her down. Dash looked and saw Scootaloo holding the girder with the exo-suit’s help. She looked up as a corkscrew ship flew over the planet than landed not too far away. The pink pony got up and held her head from the concussion she just received.

“Steady as she goes bub. Snoopy visitors get mud in the eye by and by, film at eleven.”

A hatch opened and out of it came ponies the Autoponies were happy to see, including Rainbow Blitz. “It’s Twilight!”

“And Applejack and the Maximares.” Scootaloo said seconding the emotion.

AJ looked around seeing all the ponies and wirewolves made of junk and whatnot than pulled out her gun. Twilight used her wing to keep AJ at bay. “Guns aren’t exactly friendly.”

“Incase ya haven’t noticed, so are they.”

“I’ll use a little experience you told me to try.” AJ scowled a little as Twilight made fun of her secretly when she told Twilight she should try experience. Twilight smiled and brought out a pink cupcake with frosting she had tucked away and offered it to the pink pony whom scowled at her angrily. “Bah-Weep-Graaagnah-Wheep-Ni-Ni-Bong.”

The pink mare’s scowl turned into curiosity. “Bah-Weep-Graaagnah-Wheep-Ni-Ni-Bong?” When she finished the sentence she smiled understanding it.

“Bah-Weep-Graaagnah-Wheep-Ni-Ni-Bong.”

The pink mare took the cupcakes and swallowed it gladly than turned to the other ponies. “Bah-Weep-Graaagnah-Wheep-Ni-Ni-Bong!”

The junk ponies grinned repeating the universal greeting. “Bah-Weep-Graaagnah-Wheep-Ni-Ni-Bong!” Several brought out blue cannons that shot out decorations and various party favors. All the ponies danced in celebration as the Autoponies turned out to be friends to a familiar song Echo during the initial fight he resumed playing, smiling as his selection of music was finally appreciated. Twilight and the Pink Mare danced in a duet holding each others hooves while Zecora and Scootaloo breakdanced, the others going solo having realized these ponies were friendly and it was a simply misunderstanding. An orange stallion walked to Fluttershy, and gave her a kiss on the snout, much to the Aniponies objection, as she tried to wipe it off her snout immediately after.

“Yuck! Me Fluttershy not kisser, me Fluttershy Queen.”

The pink mare banged on a trashcan as the song came to it's end. “Have a nice day. Please close cover before striking friends. Friends, Romares, Pinkions, lend me your ears. We no fight more forever, for Friendship, thy name is Pinkie Pie!”

Twilight laughed at the pink mare’s eccentric behavior. “I’m Twilight Sparkle. Where’d ya learn to talk like that?”

Pinkie Pie reached into her mane and brought out a mini TV. “We see TV, we Talk TV. You talk some TV?”

Applejack responded. “Ah talk some TV, now the news. Don’t touch that dial, void were prohibited.”

Some Pinkions repeated the universal greeting as they walked down carrying Luna’s parts. “Bah-Weep-Graaagnah-Wheep-Ni-Ni-Bong.” Despite it being past using the greeting. Pinkie Pie than looked over the remains of Luna, and turned to the Autoponies as Pinkions began to fix up the pieces.

“Don’t worry we’ll have your friend back up with a brand new 90-day warranty or your money back.” The Pinkions gathered up all of Luna’s parts, put them in their right spots and made sure all the screws were in right. They than poured a bit of lubricant on her and wiped it up, when they were done, Luna was there on her back, all parts in their place, chest open and her eyes closed. Pinkie put an Energon cube into Luna’s chest.

“Happy motoring.” Pinkie Pie somehow got a rooster costume on. “Cock-a-doodle-do!” She bellowed as Luna’s chest closed and she sprung to life coughing taking in breaths shocked to be living again, looking around surprised seeing everyone who cheered.

“She’s alive!” Scootaloo proclaimed in joy.

Luna looked around with a weak smile on her face. “You’re all okay.”

Twilight looked to Luna with concern. “The Matrix?”

“It's gone.”

Applejack took her hat off looking defeated. “And with it all hope.”

Twilight refused to give up when they didn’t have it. “No!”

Luna looked to Twilight. “Kul’as has it.”

“Where’s Kul’as? Where is he?” Twilight asked, horn glowing ready to fire. Pinkie Pie responded.

“And the answer is…no idea." Pinkie replied.

"Omega Blot. It's the only one I know wants the Matrix gone if it's as powerful as you told me.” Derpy replied giving an answer.

“Then we got to destroy Omega Blot.” Twilight responded

“Yeah. Destroy Omega Blot. Kill the grand Poobah. Shine white without the toughest stain.” Pinkie Pie agreed.

The Pinkions repeated Pinkie’s chant as he went to a broken panel and pressed a button. “Take the new sleekest model, our compliments.” A large ship arose from the junk and pointed upward. The Pinkions ran for the ship repeating Pinkie’s chant as they ran. Luna only looked awestruck as they had a ship hot off the planet for this. “Just a little something we make in our spare time. Yet we still can’t make ovens for cupcakes.” Pinkie than simply bounced over to the ship.

Twilight ran for the ship before Luna stopped her. "Twilight."

"What?"

"Before Kul'as killed me, he told me something, something that's still haunting me and will continue to even when this is all over."

"What is it? Something about us all dying or some other cliche one liner?"

"No. He told me who he used to be. He told me to die knowing my death and Celestia's came at the hands of Shi'va."

"But Shi'va's dead." Twilight responded confused.

"You don't get it. Kul'as is Shi'va. Rebuilt somehow, he even used her same voice to haunt me in my last moments. It worked."

Twilight's eyes welled up with tears as she began to grit her teeth knowing what it meant. "N-no... it's not fair... I WON'T LET CELESTIA TO HAVE DIED FOR NOTHING!" She began running into the Changeling ship they took at full speed.

"Twilight wait!" Luna begged reaching out to Twilight knowing what she would do.

"I WON'T LET HER LIVE ONE MORE CYCLE KNOWING SHE OUTLIVED CELESTIA PRIME AS SHI'VA AND SHE'LL WIN THIS WAR AS KUL'AS!!!"

"Twilight." Luna said to herself sadly getting onto the Pinkion shuttle with a sigh. As soon as everyone was on either ship, they rocketed off the Planet Pink, ready to take the fight to Omega Blot.

The Darkest Hour

Kul’as landed by the opening the Omega Blot usually spoke from, the Matrix around his neck. “Omega Blot. Answer me Omega Blot!” he than help up the Matrix. “You see this? The Matrix of Friendship. I care not for it's name, because I now have that which you most fear.” The floor beneath Kul’as rumbled as the Omega Blot roared in rage, green mist spewing from the opening. “You will do my bidding. Or taste my Wrath!” Kul’as than attempted to pull the casing out so he could use it, but it was to no avail like with Luna.

The Omega Blot Chuckled. “You underestimate me Kul’as.”

Kul’as felt the ground under him, rumbled as a part of the planet rose in form of him, now taking on a blackish color, than parts underneath him transformed. Two limbs came out from the back of the planet and stuck out, than two limbs looking like a dragon's hind legs came out, with the clawed talons to boot. The upper limbs shifted and looked more similar to Arms. A hand came out of the left one and clenched into a fist, and one came out of the right and flexed. Kul’as looked on as more parts changed and in front of him, something looking similar to the front of a ship’s windows came out and shone dark plum before turning green. At the back parts of the ring shifted, and than to giant dragon like wings unfurled blocking out stars behind them. At the very top, a blank head rose, stretching gaining a snout, just two demon like horns sticking out, than it’s eyes and web like mouth appeared, as it glowed a sick lime green and smile of evil glued to his face, his eyes having two blood red slits. Kul’as looked at the head in horror and saw Equis in the distance.

The Omega Blot spoke, this time the voice leaving his mouth that moved. “For a time, I considered sparing your wretched little planet of Equis. But now, you shall witness… IT’S DISMEMBERMENT!” Omega Blot flew over to Equis grinning while Kul’as hung on at his chest.

“NOOOOO~~!!” he bellowed.

Omega Blot slowed down coming to the planet and raised both his arms, slamming them down on the planet tearing several parts of it. Corona looked around her tower, feeling the ground under her rumble, seeing cracks in the walls and ceiling she than called to her comrades outside who ran across the walkways, some transforming and flying off planet.

“Kul’asepticons! We’re under attack! Scramble!” She turned to her window and saw a clawed hand reach down for her tower. She felt herself pushed off her tower and fell to the ground floor. She looked up and saw the hand crush her tower like a tin can. Pieces fell near her, one of which was a tall purple metal body crash beside her. She ran to it and turned it over, revealing it as a yellow-eyed Cyclops being. He some how appeared on this world sometime after Shi’va disappeared pursuing the Autopony Ark. They had shared much in common and his world bared similarities to hers. She felt a few tears leave her eyes despite how she commonly acted as she held the 'Decepticon' in her hooves.

“What am I feeling? A pain that isn't physical yet looking at you fills me with it, is...is this emotion?” She asked herself as she sealed up his wounds putting him in stasis.

Many Kul’asepticons were terrified of Omega Blot and his attack on Equis. A Kul’asepticon turned to Corona, terror in her eyes. “That’s Omega Blot?! Where’s Kul’as? He’ll save us.”

“No. He won’t. Where do you think he came from? Logic dictates he appeared after Shi’va’s death, It would only make sense that she became Kul’as thanks to Omega Blot. Either he is allowing Omega Blot to destroy our world, or he too posses no power to stop him.”

“Than now what do we do?”

“Simple.” Corona scanned a passing jet than turned to the Kul’asepticons, some stopped as she spoke. “Kul’asepticons. Do not think that Kul’as will help, he posses nary the power or mind to stop his master from destroying our world.” The Kul’asepticon symbol on her chest changed into that of a mix that was her head and Kul’asepticon symbol. “But we may. We will not let him end us. We shall end him. This is our world, and it shall stay that way. We all wear our symbol because we are Kul'asepticons, only we are Kul'asepticons, only we have the right to wear this symbol, only we have the right to rule Equis! Kul’asepticons! TRANSFORM AND RISE UP!!” Some Kul’asepticons who stopped cheered. One of them was the Triple Changer Discord who grinned.

“I thought she’d never ask!” he jumped and transformed into a jumbo jet flying away from the fight as he was not crazy or dumb enough to think he’ll win this fight, leaving Corona as she transformed into a jet and flew away from Equis with the cyclops inside flying for parts unknown. The Kul’asepticons begun their assault on Omega Blot who swung at the air taking a few out, a few coneheads shot at his head and they flew by it, and he opened his mouth, chomping it on all three of them to pieces. Kul’as transformed shooting at Omega Blot’s face, this time actually irritating him. Kul’as transformed back in time for Omega Blot to pick him up, and toss him in his mouth Kul’as soaring down to the bottom.

The Two ships approached Equis, and were in utter shock seeing Omega Blot, now in his own massive robot mode hovering over and destroying Equis.

"I don't believe it." Dash said in awe of this titan of cosmic evil.

"Doesn't this remind you of anything, AJ?" Twilight joked to Applejack, who's faced showed anything but humor at the sight.

"No. Ah've never seen anything like this before in my life." Applejack said hushed, literally having no experience to relate to this monster.

"What happened to Moonbase Two? Where's my mom?" Scootaloo asked not seeing either of Equis' moons.

"I care for your mom too but we have more important things to worry about." Applejack replied.

"Omega Blot must've already had his meal out of the moons." Derpy said giving an actual answer to Scootaloo's question. "Anyone left on them is either digested or is going to be."

"Is there anything we can do to save them?!" Scootaloo asked terrified at the thought of her mother being broken down like food.

"That's what we're gonna find out." Twilight responded as a voice came over the comms.

"Autoponies, this one time we are allies, against this common demon that threatens our shared homeworld." Sunset Shimmer's voice said coming through the comms.

Twilight sighed before responding to it. "Only this once." She said before they flew towards the Omega Blot, who spotted the ships and rolled his eyes before breathing the green flames that always came from his maw in planet mode out of his mouth, completely hitting the Pinkion Ship, but it didn't fade from existence like everything else.

"Framed in enamel! Resists fire, rain and corrosion for up to 5 years. Satisfaction guaranteed." Pinkie Pie gloated to Luna Magnus and Rarity.

"Or your money back!" The Pinkions yelled welding parts of the ship that looked unstable.

Omega Blot fired again hitting a piece of the Changeling ship. Everyone was thrown around while Twilight got to the wheel and steered, knowing right where to hit. Omega Blot looked as the ship came towards his left eye, his slit narrowing in surprised before it broke right through, popping it like a balloon, causing a green liquid to burst out of it. Everyone in the cockpit jumped out as the ship crashed. Omega Blot screamed out in agony clutching his new wound swinging around.

Everyone fell while Twilight fell onto a single spike in a row of them, luckily it being on the side only injuring her a little.

Everyone landed on the bottom and looked around. "Where's Twilight?" Scootaloo asked concerned.

"I don't know. But I hope they didn't get him!" Rainbow Dash replied seeing a bunch of clawed tentacles coming towards them. "Quick, this way!" Dash replied in as they began to run away from the tentacles.

Meanwhile, Twilight fell from the spike down deeper then the others did, when she came to, everything was dark. She walked around looking for a way out and spotted an orb that glowed with rainbow colors.

"The matrix!" She said in joy before someone spoke up

"It will do you no good, Autopony." The Matrix glowed brighter to reveal Kul'as standing a few feet above Twilight. "It cannot be opened."

"Not by a Kul'asepticon, reborn or not." Twilight growled, struggling to repress her rage against Kul'as' past identity.

"I can sense your hatred for your leader's pointless death, but like it or not, we are allies now against a common foe." Kul'as replied before he was ignited into a green flames, falling to his knees screaming in agony.

"Kill her, Kul'as. Now! Or you yourself shall be obliterated." Omega Blot's voice bellowed, echoing throughout the body scaring Twilight.

"Of course, my... master!" Kul'as be grudgingly said before the fire stopped and he fired upon Twilight who ran away into the darkness. "Worthless autopony, you lack even Celestia's courage!" Kul'as yelled out before running into the darkness to find her.

Outside, Omega Blot stood on top of Equis fighting against those that continued to fight him, his one working eye firing green beams where he could, the Maximares fighting around him until they disappeared from his sight, not knowing they transformed flying towards his rear.

"Me Fluttershy kick butt!" Fluttershy shout slamming in and scratching at it. Raindrops breathed fire on it while Spinezilla began to beat on it cracking the outside, and Spitfire fired her missiles cracking it. Omega Blot yelled in pain before looking down seeing them attacking his butt and reached a claw down to crush them all had they not flew away to escape.

"Me Fluttershy need new strategy." Fluttershy lamented as it wasn't as effective as she thought it would be.

Omega Blot looked at them ready to fire before feeling his stomach rumble and looked down at it wondering what was wrong.

The Autoponies ran as fast as they could from the tentacles before Scootaloo tripped.

"Help!" She yelled out.

"Scootaloo!" Dash yelled out firing at the tentacles alongside Blitz, cutting through many of them before accidentally hitting a wall, flooding the room with water. Everyone got carried off, the Autoponies a separate corridor while Scootaloo was send down the new rapids.

"Rainbow Dash! Applejack!" She yelled out before landed on solid ground, finding herself facing a giant vat, a converter belt above it dropping Kul'asepticons into the vat, all of them screaming in agony as the green liquid ate them away, breaking them down into energy for Omega Blot. Scootaloo looked closer at the belt and spotted someone familiar.

"Mom!"

"Scootaloo!" She yelled, behind her were Spine, Ember and Firefly.

"Mom, what can I do?!" Scootaloo asked

"Knock down the acid cover!"

"How?!"

"Just blast it!"

"But I don't have a gun!"

"Use your exo-suit!" Scootaloo looked confused and began fiddling with her suit activating a thruster by accident. "Hurry!" Cadence yelled as the pit came closer in her sight.

Scootaloo final got her blaster out and they fired at the hinges knocking them down on both sides as she fired randomly.

"Mom!" Scootaloo yelled out as Cadence fell in with the others. She looked away not wanting to watch them die before a voice spoke out.

"Scootaloo!" She looked to see the others climbing down from the acid cover top to face Scootaloo. "You did it!" Cadence said hugging her daughter.

"I did it. I actually did it!" Scootaloo cheered before they looked to see multiple Kul'asepticons landing on the cover, including the remaining seekers High Heel, Ahuizota, and Garble.

"I suggest we all run." Spine said.

"Yeah. Maybe." Ahuizota replied aiming her tail cannon.

Kul'as walked through the dark hallways, his only source of illumination being the Matrix of Friendship. "Come out, Autopony!" He yelled in annoyance, not noticing Twilight hiding behind a pillar behind him. "We all must die sometime."

"Not today, Shi'va!" She yelled jumping on her and proceeding to beat on her in rage, tears developing in her eyes. "You killed Celestia, you used me to get her killed, and you had the nerve to survive and get stronger. You made her sacrifice WORTHLESS, today I fix that mistake." She ranted before her emotions began to get the better of her and she began tor cry before Kul'as kicked her away.

Kul'as aimed his cannon at her firing, Twilight barely dodging then transforming into her car mode dodging all his shots. Kul'as transformed into his cannon mode and fired at her managing to hit Twilight causing her to transform back. Twilight fired shots hitting Kul'as causing her to transform. Twilight transformed into her car mode again driving right towards Kul'as.

Kul'as braced himself and caught her, flipping around. "You failed to stop me as Shi'va, I will crush you with my bare claws as Kul'as!" Kul'as said as they managed to stop but Kul'as was on top, pushing on her until she transformed back, firmly wrapping his four hands around her throat, Twilight coughed in pain feeling him not only choke him, but also attempting to pry her head off. "Die Autopony!" He roared in triumph.

Meanwhile outside. Omega Blot finally caught the Pinkion ship in his claws and crushed it.

"Axels to axels, rust to rust." Pinkie Pie bemoaned before Omega Blot threw the ship away. The Kul'asepticon Ship fired in his back, and tentacles sprung from his back, wrapping around it to bring it to his claws, where he then devoured it, savoring every bite with a smile.

Kul'as' eye twitched as he smiled feeling the life in Twilight Sparkle's spark slip away looking in her eyes as her hooves clawing at her hooves began slowing down. "First Celestia, then Luna Magnus and now... you. It's a pity you Autoponies die so easily or I might have a sense of satisfaction now." He bemused.

Twilight felt her consciousness and life slip away, but she didn't want to die, she wanted to stop Kul'as, she wanted to stop Omega Blot, she wanted the sacrifice Celestia Prime made to mean something. The Matrix of Friendship glowed with light as it did when she held briefly it when Celestia died.

She reached her hooves around the handles and pushed on Kul'as, breaking the makeshift chain and holding it in her hooves. She then felt it's energies flowing through her, transforming her, not just physically, but mentally. She became as tall as Celestia along with her horn, her mane now longer and flowing in a nonexistent wind with a twilight sparkle to it, even spiral galaxies beings spottable in it. She developed silver regalia like Celestia's but instead of a purple jewel both her crown and her necklace sported a starburst jewel like the mark on her flank, which was now surrounded by some shimmering navy blue along with the tips of her hooves, her horseshoes sporting a blue opal in each one.

"Arise, Aurora Prime." The voice of Celestia echoed from the Matrix as Twilight held it above it.

"Celestia..." She whispered.

"No!" Kul'as objected then firing his Particle Cannon at Aurora, not even damaging her but eventually knocking the Matrix out of her friends.

"This is the end of the road, Kul'as." She said, her voice now richer, wiser, and more confident as she ran for the Kul'asepticon leader.

She attempted to life him only for Kul'as to fight him until she managed to grab a hold of him and threw him out of Omega Blot.

"NOOO~!!"He yelled as he was sent rocketing out into the vacuum of space.

Aurora walked back to the Matrix and grabbed it, putting her hooves in the handles.

"Now light our darkest hour." Aurora whispered, before it opened, releasing a wave of rainbow light, with it, a wave and aura of hope and friendship. Omega Blot's body starting exploding inside from taking in such power. His core with the seers began frizzing and shaking before it blew up in a fiery green explosion. Omega Blot felt this agony and began scratching at himself in pain, ripping off his own left leg to try and make the agony stop.

Inside, the Autoponies continued firing at the tentacles before the tentacles themselves started to explode, they looked to see coming from deeper inside Omega Blot was Scootaloo, Cadence and the Autoponies that were on the Moonbases.

"Cadence! Squirt!" Dash exclaimed in happiness.

"Rainbow Dash, what's going on?!" Cadence asked.

"No time to answer that now let's get out of here!" Dash replied before Omega Blot's claws poked in as he scratched at his head in pain.

They all began running, Scootaloo stopped before she saw someone running and smiled in joy. "Look!" She yelled.

Running from a massive wave of energy, was Twilight, now older, stronger, wiser, now Aurora, the next Prime. She made it to them and turned to her ponies. "Autoponies, transform and roll out!" She commanded transforming now into a car sporting a Winneighbago trailer. Scootalo and Cadence ran into the car and it began to drive off from the explosion.

"Ah knew you had potential, Twilight." Applejack said with pride before transforming and joining them, followed by Rainbow Blitz, then Spine, Ember, Firefly, and Rainbow Dash in Helicopter mode, all of them drove, avoiding another claw jabbing into the head as they drove out the only good eye left of Omega Blot. His other eye lit up with a glow light as he convulsed in pain attempting to reach Equis but was sent back.

"Destiny!" He bellowed waving around as he body began breaking apart. "You cannot...destroy...my...destiny!"

He spasmed as his head shot off his body involuntarily, before his body swelled up cracking, finally exploding in an inferno of harmony and gears.

Aurora walked out to faced the Autoponies, all of them now present, the Kul'asepticons were forced to retreat after Omega Blot's attack and they now stood proudly, their planet free once again. She smiled seeing everyone had come, Luna Magnus, Rarity, Pinkie Pie and the Pinkions, Derpy and her daughter Dinky, even Big Macrenia who survived the attack on the shuttle, it'd take more then a shot the shoulder to keep that mare down.

"Let this mark the end of the Equistronian Wars as we march forward to a new age of peace and happiness! No longer Until all are friends, Until all are one!" She bellowed in joy.

"Till all are one! Till all are one! Till all are one!" The Autoponies cheered, the war was finally over, Equis was free, and the evils of the universe were gone.

Above Equis, there were no more moons, except one single thing, snouted like a dragon, both eyes broken, the only true thing to remained of Omega Blot, the Chaos Bringer, the Planet Eater, his orbiting head the floating remaining testament to the Transformer that made even the mighty Shi'va beg for mercy before his grand demise.

That is... were it not for the sounds of transmissions coming from inside his head as it orbited Equis.

Author's Note

"One shall stand, one shall fall."

"Why throw away you life so recklessly?"

"That's a question you should ask yourself Shi'va."

"No! I'll crush you with my bare claws!"

Finally, It's done.I may do the TV series but not likely.

I will do a blog to clarify some things tomorrow, right now I'm all pooped out from working on this. Now I can work on VG full time starting tomorrow.

Please leave comments on what'd you think below.

Cast:

Gleaming Shield, Scynder: Grey Desile

Celestia Prime, Corona: Nicole Oliver

Shi'va, Twilight Sparkle, Aurora Prime, Tirac, Midnight Shine: Tara Strong

Rarity, Luna Magnus, Selene, Annihilator, Nightmare Moon, Despairity, Derpy: Tabitha Saint Germain

High Heel, Chyrsalis: Kathleen Barr

Applejack, Rainbow Dash, Raindrops: Ashleigh Ball

Scootaloo: Madeleine Peters

Fluttershy, Pinkie Pie, Filli-Second, Pinkimena: Andrea Libman

Zecora: Brenda Crichlow

Omega Blot: Frank Welker

Kul'as: David Kaye

Sunset Shimmer: Rebecca Schoirnet

Spitfire: Kelly Metzger

Mane-iac: Ellen Mckennedy

Time Turner: David Tennant

Such heroic nonsense

All was peaceful over the planet Derpius. It it’s inhabitants were infamously known for they’re eyes being off center. But despite contradictions, their race was very advanced and was able to achieve space flight. They could’ve become so much more had today gone differently.

From behind the sun that warmed the race, A large planet approached Derpius, but it was no ordinary planet. It was dark plum colored planet with a ring connected around it. In the dead center of the side that faced Derpius was a large hole, which was a sickly lime green that glowed with evil.

On the planet Derpius a gray Pegasus with a yellow mane and a few bubbles for a cutie mark was enjoying a muffin when her husband came in. he was a brown earth pony stallion with a tie on, and had a rare medical condition on that planet where his eyes were born normally and a hourglass for a cutie mark. He was about to make small talk when he noticed the radar on her computer went off, he ran over and the reading filled him with dread.

“Derpy! It’s the Blot!”

She looked out the window and saw a large dark plum planet comes towards Derpius, the green hole with claws on the edge flexing than digging into the planet causing the ground beneath them to glow blue and Derpius being torn apart by the planet. Derpy turned to her husband and her daughter, a unicorn filly with yellowish hair and inheriting her father’s recessive gene came into the room and picked her up.

“Quick! To the shuttles! Their our only hope!”

The trio ran as fast as the could, seeing the ground beneath them lose it’s new blue glow as the glow was sucked into the direction of the monster planet that was consuming the very world of Derpius itself. The trio made it to the shuttles and took the nearest one, seeing another group do the same. Three quarters of Derpius was already gone, and the both ships took off, Derpy’s ship was luckier as the other ship was sucked into the oblivion. Derpy scowled in anger, as more lives were lost to this monster. The ship that was cut smashed repeatedly against a few buildings that were sucked in and fell straight towards the maw at the center. The pod glowed blue than dimmed to gray; along with it’s inhabitants inside and was than smashed to pieces. the pieces we're liquefied and sent through several tubes that arched across the inside of the planet before coming to it's core that burned the few pieces of debris that remained. on the ring around the planet, several parts of it glowed green with the new energy gained. Within a few moments Derpius was no more, only this planet of pure evil, which sees nothing else but to consume world after world until all are none.

it was the year 2013, the treacherous Kul'asepticons have conquered their own, and the Autoponies home planet of Equis. But from hidden staging grounds on two of it's moons, The valiant Autopoines make an attempt of reclaiming their homeworld.

Deep within the base of one of them was a unicorn mare with purple armor on a blue mane, and a sheild on her flank, Gleaming Shield. and behind her across the way was a tall white Alicorn with a rayed Sun on her Flank, two proud wings and a mane than flowed in the non-existant wind in the room, the Leader of the Autoponies, Celestia Prime.

"Gleaming Shield report right away."

Gleaming Shield turned away from the monitor which had the occasional Kul'asepticons seeker fly by the camera view. "Prime Every time I look at the monitor, feel like boiling up, when are we gonna start having fun."

"I need you to make a special run to Autopony City on Earth."

"but Prime-"

"it's not an Argument Gleaming, there isn't enough energon for us to go in for a full scale assault. get the shuttle ready."

"on it."

Gleaming Shield made her way to the shuttle and Celestia turned her attention to a pink Pegasus with a blue mane and two lightning bolts on her flank.

"Firefly what's our security situation."

"sunny skies from what I'm seeing Prime."

Firefly walked to a monitor and brought up a screen, a purple baby dragon and a pink alicorn came up on screen. the dragon spoke.

"Spine and Cadence here."

"we're sending up a shuttle, any Kul'asepticon parities in your area?"

"All clear Firefly."

Cadence brought up a screen on the left of Firefly's and Gleaming Shield came up. "hey Shield, tell my daughter Scootaloo I miss her, but tell her not to worry cause I'll be coming home after we kicking Shi'va's spiked tail across the galaxy."

"you know it Cadence."

the ship launched from it's platform and towards earth. Celestia looked towards the shuttle with hope but sighed. "Now all we need is a little energon... and a lot of luck."

Unbeknownst to any of the Autoponies, a owl was perched outside with a camera on it's head that then made it's way to Equis when Celestia finished speaking.

The owl made it to the Kul’asepticon base, where it was seen by a mirror image of Celestia but with purple boots, a much darker mane and a crown making her look devil like, and a white unicorn with light and dark blue streak's in her mane: the Logic thinking Corona and the communications officer Vinyl Mirror. Corona spoke as the owl flew in.

"Owloucious returns Shi'va."

Owloucious perched on the arm of the four armed, snouted and slender demon, Shi'va, leader of the Kul'asepticons. "Welcome Owloucious, unlike some of my other warriors, you never fail me." Shi'va said this looking at the red and black female Minotaur in the back who turned at the word other and looked at Shi'va angrily: the traitorous Tirac. "Vinyl, playback what Owloucious found." Owloucious flew to Vinyl than transformed turning into a cassette than going into her chest compartment. When Vinyl spoke, it was a cold voicoded monotone voice.

"As you command Shi'va."

Vinyl transformed and became a Walkman than connected to a port on the side and on the screen next to it, a video played of Shield and Celestia’s conversation, Shi’va’s smile growing bigger as more information got divulged, than the video of Celestia spoke. “Now all we need is a bit of Energon… and a lot of luck.”

“More than you know Prime…”

Gleaming Shield was monitoring the systems on the ship, all seemed normal, when an explosion rocked the back of the ship and tearing through some of the wires was none other than Shi’va herself. The first one to notice was Big Macarena. “Shi’va!” she got out of her seat ran near the tear and shouted to the others. “Kul’asepticons!!”

“Die Autoponies!!”

Shi’va jumped back and transformed into her gun mode that Tirac grabbed than aimed at Big Macarena, than fired, bringing the Autopony down quickly. The next to get out of her seat was Rose who fired, barely missing Tirac. Rainbone Crusher behind Tirac dodged and fired, the shot going through Rose’s chest, causing her eyes to glow and smoke come out of her mouth before she joined the fate Big Macarena suffered. Nurse Redheart and Gleaming Armor got up and fired at the Kul’asepticons not stopping, but Tirac landed a shot on both of them than fired non-stop, sending shots through both Ponies chest and down to the floor dead. Tirac threw Shi’va up into the air in time for her to transform, allowing Shi’va to land on the floor and looked around seeing how quick the job got done as Kul’asepticons moved to the recently made vacant seats and monitored the course.

“This was almost too easy Tirac.”

“Much Easier oh mighty Shi’va than attacking the real threat: the Autopony Moon Base.”

Shi’va walked forward. “You’re an idiot Tirac. When we slip by their early warning system in their own shuttle The Autoponies will be vanquished forever!”

Gleaming Shield used what strength she still had to cling to Shi’va’s leg in protest. No…

“Such heroic Nonsense.”

Shi’va aimed her fusion cannon that was on her upper right Arm to the dying Autopony, ending her life in a blast of plasma.

Operation Interference

Operation Interference

A white unicorn with a curled purple mane transformed into a microscope and looked into the distance and saw a few Kul’asepticons in the distance ,than transformed back and looked to a truck that rolled up and transformed into a dark blue alicorn with a blue flowing mane similar to Celestia’s. Luna Magnus, the second in command of the Autoponies and the younger sister of Celestia. Alongside her was a cyan helicopter, and racecar, the copter transforming into Rainbow Dash, the mare not afraid to of any Kul’asepticon, and Rainbow Blitz, a stallion that looked to be a polar exact copy of Rainbow Dash, but as a male. The unicorn spoke to Luna. “Luna! A concentration of Kul’asepticons are advancing to the proximity of our specific location to commence their operation to reduce us to confirmed extinction.” Luna was a bit confused at the advanced vocabulary her chief scientist used.

“Translation Rarity?” Dash pushed Luna out of the way of incoming laser fire and shot back answering Luna’s question. “We’re outnumbered but not outgunned. Do we contact Celestia?” Luna got up and turned to the others.

“Of course we do.” Luna was usually in the shadow of the achievements made by her sister, but she has recently done things that helped her managed to step out from under there and now proudly leads alongside her older sibling. “Rainbow Dash, Blitz, transform Autopony city so we’ll a least be able to hold out until Celestia arrives. Rarity get to the tower and radio Celestia to get over here.” Luna turned around and jumped back a little, as when she turned around, a pink pony in a white and purple jumpsuit looked right at her smiling. This was Filly-second, the fastest Equestrian there ever was.

“What about me Luna? I wanna help. You know I can help with almost anything. Please, please, please, please, please, please, PLEEEEEASE?!” Filly-Second was known to be a blabbermouth, and a very fast one at that, but Luna managed to understand her most of the time. “Of course Filly-Second you need to tell everyone else we’re transforming Autopony City.”

“Actually I managed to already do that while you were talking.” Filly-Second was also known to be so fast, she did something you would’ve wanted before you even said it. “But I can see if I can slow down the Kul’asepti-meanies. ” she than ran towards the direction the Kul’asepticons and right in front of her was a wirewolf already set up with a speaker set. “Echo you think you can distract them? Cause we Really, Really, REALLY, think that would be good.” Echo smiled as a he put a song on. “Got just the thing.” The song began to play and Filly-Second begun to dance as she automatically recognized it. “Oooh, this is my jam!” Some of the Kul’asepticons stopped, and begun to find the song annoying. But than came the lyrics.

“Put down that chainsaw and listen to me, it’s time for us to join in the fight,

It’s time for all our babies to grow up to be cowboys, it’s time to let the bedbugs bite-”

The Kul’asepticons shot at the record player destroying the record, and booed.

“Booooo!”

“Your selection stinks!”

“Who made that garbage?”

“THIS IS WORSE THAN SUESSICAL!!”

Echo panicked as these ladies weren’t really fans of that good ol’ weirdo Al and if it was worse than Suessical, than he was in trouble. “Wait! I still need to put all my eggs in one basket.” He took out the basket, only for laser fire to attack him, destroying his egg basket and eggs. Echo transformed into a futuristic looking spaceship and took off. “Audiences like this could kill Vaudeville! Hopefully my cousins advice for setting up on Junkyard planet will pay off.” Filly-second went with plan B: she sledded under most of the Kul’asepticons on the ground, kicking out her feet sending a few of them into some walls. She got up but began to spin in a circle busy.

“Maybe that wasn’t a good idea…”

Dash was pressing a few buttons, getting the city ready to transform, than turned to Blitz, as it was now his part. “Blitz, pull the switch!”

Blitz pulled out a pair of binoculars and looked to the distance. “But Twilight and Applejack are still outside the city.” He looked into the binoculars, and saw the just mentioned Autoponies driving towards the city, occasionally dodging laser fire.

“No time, if we don’t do this, there isn’t gonna be a city to escape to.” Blitz nodded and than pulled the switch. Inside the city, gears all over the city shifted and moved around, gun batteries and towers rose over the city, and parts turned Sea Green, Light Pink or Pale Yellow. Dash and Blitz ran across a walkway as it transformed heading for the door at the end before it closed, but behind them, Tirac in vehicle form flew down shooting at them.
“Delusional Fools, there’s no Escape!” Blitz and Dash made it to the door as it closed behind them leaving Tirac who transformed than saw the walls around her close and flew up, but got her right foot caught in the ceiling that closed. She saw panels on her side come in to crush her, than looked at her stuck foot. She groaned than aimed her null rays at the appendage, screaming as she shot it off, flying up, with her right foot smoking. “OWWWW MY FOOT!!”

Shi’va shot at the city but saw it already went into battle mode so she turned to her troops. “Breach their defenses!”

The Insecticons Suri Polomare and Sontana Dusk cloned themselves and sent them forward to the main entrance. The clones began to munch away at the shell and the Sontana clone turned to the Suri clone. “Pretty good alloy, eh Suri?”

“A bit heavy on the Iron. Iron.”

The bridge behind them began to close up and Sontana tried to run to the other side but came up short and was dangling from the edge of the other side away form the city. Twilight and AJ drove up, AJ spotting the Insecticons. “The Insecticons are in our way.”

“Nope… they’re our way in.” Twilight rammed into the Sontana clone, almost sending her flying over the edge allowing Twilight to soar over the chasm and into the newly created entrance from the Suri Clone. The Sontana clone got up again, only for her head to get run over by AJ and fall into the chasm, being joined by the Suri Clone as AJ rammed into her, AJ making it into the city which was finally complete in it’s transformation.

Up in the transmission tower was an Autopony sitting at the controls, shooting some of the turrents. She looked similar to Vinyl Mirrors but showed actual emotions on her face and looked to be enjoying the fight, Vinyl Scratch, communications officer of the Autoponies, and she was looking like she was having a grand time with the battle as she shot down another Kul’asepticon.
“And another one bites” a second Kul’asepticon. “Another one bites,” a clone of the Insecticon Aria Blaze, but this time to pieces that fell down to the ground. “Another one bites the dust!” she turned her chair around, seeing Rarity come up the ladder and look at her. “Hey Rarity. What’s shaken, other then the city?”

“Luna told me to go here and radio Celestia.”

“Already on it.”

Vinyl transformed into Boombox and connected to the radio tower, sending out a distress call. “Autopony City to Celestia, Kul’asepticons on our doorstep and we could really use some backup for this.” she repeated her sentence hoping it got through at some point. Shi’va saw what was happening and turned to Vinyl Mirror.

“Vinyl Mirror, jam the transmission.”

Mirror turned to the tower and pressed a button on her shoulder. “Gilda, Babs Seed, Opal, Fruit Bat, Eject. Operation Interference.”

Four cassettes flew out of her chest to the tower. One transformed into a griffon with brown wings, white head and yellow claws, another into a brown filly with a red mane and some freckles, one cassette into a white Persian cat, and the last one into a fruit bat, All of them at least the size of a pony on earth. They flew up to the dish and began to tear it off. Rarity and Vinyl inside only looked in horror as they were cut off from transmitting, than Gilda turned her claws into pile drivers that slammed at the glass. “First we Crack the Shell…Than we crack the nuts inside!”

The glass broke and the cassettes jumped into the room, Rarity managing to punch Babs Seed out of the room, but Gilda clung onto her face and was being attacked by Fruit Bat and Opal. Rarity managed to turn to Vinyl. “Run Vinyl! Save yourself!”

“No way! Two can Play!” Vinyl opened her chest and out of it came four cassettes, Octavia, Caramel, Little Strongheart, and Wionna. Octavia jumped at Gilda while Wionna chased Opal around. Caramel was hanging on to Fruit Bat as she flew around trying to get the mare off. Babs Seed rammed Strongheart head on, but was sent soaring back out of the tower. Rarity turned to Vinyl. “You think you got through to Celestia?”

“I hope so, cause if we didn’t… I hope she has at least one pony to come back to.”

Author's Note

Can anyone guess who will be Metroplex based on the colors I gave out?