Beast Wars: Friendship is Magic

“Yeah, ya better run!” Paragon shook his fist at the fleeing Predacons, his other hand caressing his still sore rump.  His face wasn’t faring any better either, a multitude of bruises coating his cheeks and forehead like a breakout of acne.  “Show your faces around here again and I’ll shove my blaster right up your--”

Stronghold’s massive hand clamped itself over Paragon’s mouth.  “Language, Paragon.”

Blitz Streak landed beside them, still holding his ailing side.  “Stronghold, you got anything to deal with a gash?”

“Yes, lie down on the floor and I’ll get to patching you right up,” Stronghold assisted the rookie in carefully guiding him onto his back.  His hand retracted into its wrist, a welding tool popping out in its place.  A dark visor slid over his optics as a small flame lanced out from the barrel of the tool and he pressed it against the opening.  “You’ll be fine, it’s just a surface wound.”

Wincing at the sharp pain in his side, Blitz managed a nod of acknowledgement and craned his head back to rest against the ground.

Applejack, Pinkie Pie, Fluttershy, Shining Armor, and Zecora had returned from guiding the civilians to safety, reuniting with the Maximals.

“Are they gone?” Shining asked.

Stronghold didn’t look up, but he nodded.  “We’ve driven off the Predacons for now.  We tried to keep property damage to a minimum… well, as minimum as a battle between our kind can get.”

A house behind Stronghold caved in, ushering a sigh of disappointment from the executive officer.

“Blitz, are you alright?” Rainbow was already flying toward Blitz, but Stronghold held out his hand, silently telling her to keep her distance.

“He’s fine, but sustained a wound in the fight.  He needs some space; plus, this welding tool is extremely bright and would probably damage your optical sensors.”

Rainbow tilted her head, scratching her head.  “My what?”

“He means your eyes, sugarcube,” Applejack said.

“Right, I knew that.”

Paragon had already changed back into beast mode, letting himself fall into a seated position, but was soon joined by Pinkie Pie.

“Hiya, Parry!  Whatcha doing?”

“Takin’ a few cycles to catch my breath, Pinks.”

“So, did you kick their behinds?  Did you jump all over the place, firing at their heads and going ‘pew, pew, pew!’ and they’re all ‘no, please!’ and you’re all ‘You better get out of here if you want to live!’?”

Paragon’s eyes shifted to the left.  “Somethin’ like that.”

Between Pinkie’s fawning and his own inner embarrassment, he barely noticed the Princesses arriving in their carriages, their Royal Guards already fanning out to get a grasp of the situation.  Their expressions of shock at the collateral damage told it all.  Princess Luna being among them caused Paragon’s nose to instinctively scrunch up in disgust.

Oh, great.  Tall, dark, and broodin’ is gonna have a field day, I can just tell.

Climbing to his feet, Paragon took it upon himself to break the news to the royalty, as Stronghold was still preoccupied with Blitz’s damages.  “Now, I know what you’re about to say, but it’s not what you think.”

“You don’t even know what we’re thinking in the slightest, mutt,” Luna shot down Paragon right then and there, but the Maximal immediately followed up with his own comeback.

“I can tell you still like me for one.  Second, this was something that was practically unavoidable!  They were already here and we were at your castle; we didn’t even know where the heck they were gonna be, so it’s not like we could tell where they’d strike first!  We tried to minimize the collateral damage, but this was a warzone, lady.  Collateral damage was inevitable!  Be happy that the city wasn’t completely razed to the ground!  Besides, nobody was severely hurt.  We all came out of this just fine, didn’t we?”

“Not everybody.”

Everyone’s attention was now on the returning Optimus Primal, in beast mode, and a physically distraught Twilight Sparkle trudging beside him, her head lowered, but cheeks still visibly stained with fresh tears.

Her friends immediately surrounded the unicorn, hoping to get an explanation as to why she was in such a state.

“Twilight, darling, are you alright?” Rarity placed a hoof on her shoulder, concerned.

Lifting her head, Twilight choked another sob.

“They took Spike…”

A collective gasp rang throughout the Mane 6.

“How did this happen?” Celestia looked to Optimus for answers.

“I don’t know, I told Twilight and her friends to stay clear of the fight.  To my knowledge, all of the Predacons were too preoccupied with us.”

“They had a gang of teenage dragons with them,” Twilight spoke in Optimus’ defense.  “Garble snatched Spike and he flew back into the Everfree with the Predacons.”

“Why would they work with the Predacons?” Cadance asked.

Optimus ran a hoof through his now messy mane.  “Megatron is a ruthless individual.  He could have either persuaded or intimidated them into following his bidding.”

Princess Luna had been noticeably quiet since Optimus reappeared.  Paragon’s words had gotten her thinking and the fact that Ponyville was taken completely by surprise without any warning washed her with a feeling of dread and unease.  This behavior was finally noticed by Celestia.

“Luna, are you alright?”

“We should have been informed of this sooner.”

“Luna, you and I both know that the emergency flares are still being perfected.”

“That’s not what I referring to.”

Celestia blinked.  “Then what?”

“Sister,” Luna looked Celestia dead in the eyes, her voice growing deathly serious.  “Do you remember when we sent out the guards to keep watch over multiple settlements in the event of an attack?

“Yes?”

“Then why didn’t we hear anything from the guards we’d sent to keep watch over Ponyville?”

It took a moment to register, but when it did, Celestia’s eyes finally widened in realization.

Oh no.

“But that can’t be,” Stronghold said, wrapping up Blitz’s repairs.  “We didn’t see see any guards here when we arrived; not even a body.”

“I didn’t see any ponies I knew either,” Shining added.

Optimus’ brow furrowed.  “Princess, how long ago did you give this order?”

“A-About a day or so ago, as soon as we began to discover the pods,” Celestia had almost tripped over her words, notably struggling to keep her composure.

“If they ambushed Ponyville without any warning, then they may have been captured,” Cadance interjected.  “I mean, that would give them leverage, right?”

“We’ll search for the missing guards and we’ll be sure to bring Spike back as well,” Optimus sternly declared.  “When we do, we’ll assist in the reconstruction to make up for the property damage.”

“Whoa, whoa, whoa, don’t we get a say in this?” Paragon waved his arms, inserting himself between Optimus and Celestia.

“Paragon, the Predacons are here because of us and we have to take responsibility for that.  If the Predacons weren’t here, Spike would be here, with us, unharmed.  We’re going to get him back.”

“We’re coming, too,” Twilight said.

Optimus shook his head.  “I’m afraid I can’t allow that.  Megatron has already demonstrated that he has no qualms about taking a hostage for leverage.  He already has enough as it is and I won’t risk the chance of him capturing one of you to hold over our heads as well.  I don’t want to take that chance.”

Applejack frowned.  “No offense, sugarcube, but if you think we’re just gonna sit here and do nothin’, you’ve got another thing comin’!  Spike’s our friend, you know!”

Optimus sighed.  “I’m sorry, but I won’t risk anymore innocent lives in this perpetual conflict that we’ve unwittingly wrought upon your world.”

“We’ve faced Nightmare Moon when she tried to usher in an eternal darkness on Equestria, we’ve faced an omnipotent god that tore apart our friendship and nearly destroyed the world as we knew it, we’ve stood against an army of changelings that tried to take over Canterlot, and we’ve done so much more!  So don’t you dare stand there and tell us what we can and can’t handle!” Twilight yelled out, trying to keep her voice steady, but her emotions of grief betrayed her.

“You fought a god?!” Blitz lifted his head off the ground, staring in amazement at these feats.

“Now’s not the time, darling,” said Rarity.

“Please,” Twilight’s voice was shaky again.  “I’ve had Spike since he first hatched from his egg.  Ever since, we’ve stuck together through thick and thin, through good times and bad times,” she made sure to look the Maximal leader straight into his yellow optics.  “Spike isn’t just my assistant, nor is he just one of my best friends; he’s part of my family!  Please, I’m begging you, let me help save Spike.”

Optimus looked at the grief-stricken unicorn and could see the sincerity in her eyes.  This pony was willing to go through such danger to save her friend and that bravery was something he saw in himself back in the days of the war.  He looked at the ground and his optics blinked.  He returned his gaze to Twilight again.

“Alright, you may come with us.”

Twilight hiccuped a little, a relieved smile breaking through her veil of sorrow.  “Thank you,”

Applejack rubbed her hoof along Twilight’s back, gently soothing her to calm down.  “It’s alright, we’ll get him back before you know it.”

Wiping her face of tears, Twilight nodded a little.

“And we’ll be there for you, no matter what!” Pinkie yanked Twilight into a tight bear hug.

“No Predacons are going to keep us from getting Spike back!” Rainbow joined in, wrapping her hooves around both Twilight and Pinkie.

“Especially not me,” Rarity added.  “Those ruffians will rue the day they took our little dragon!”

Fluttershy inserted herself into the hug as well, “Spike’s coming home with us, whether they politely hand him over or not.”

“Thank you,” Twilight returned the gesture, her hooves coiling around the bodies of her friends.  Her smile was larger, more heartfelt, and strong.  “Thank you all so much.”

The tips of Optimus’ mouthplate curved upward at the deep-rooted companionship the ponies had shared.  Together, the Elements of Harmony were ready to take back their friend and they would not be denied his safety.

After holding the hug for a moment, they broke up and stood together, their resolve steel-hardened.

“What’s the plan, Optimus?” Twilight asked.

“We track the Predacons back to their base, quietly insert ourselves into their hideout, extract Spike, and we get out as quick as possible.” Optimus summarized.

“In theory, that sounds simple enough.” Applejack said.

“In practice, however, it’s easier said than done.  We’re entering uncharted territory from this moment forward and we don’t know what to expect when we find their hideout.  Paragon’s nose will pick up their tracks, so he’ll be heading the group and lead us right to them.”

Paragon gave a faux salute.  “Whatever you say, Boss Pony.”

“Blitz will provide air coverage and keep an eye out for any of the Flyers.”

Blitz nodded with a smile.  “You can count on me, Big Bot!”

“Stronghold, you’ll be guarding the rear and watching for any possible ambushes.  It’s safe to assume that Megatron will want us to follow him, he wouldn’t kidnap a hostage without intending to use one, and will likely try to lure us into a tight spot for a surprise attack.”

Stronghold grunted and nodded.

“I will accompany you as well,” Luna said.

Paragon groaned.  “Not you, too!  We’re only lettin’ Twilight and her friends come because they’re Spike’s friend and want him back that much, what reason do you have to come with us?!”

“My reasons are my own, mutt.”

Paragon opened his mouth to retaliate, but Optimus held out a hand, ordering him to remain silent.  He would handle this himself.

“Your highness, with all due respect, I must decline.  I’m already taking a huge risk in letting Twilight and her friends tag along, but I refuse to take the chance at losing a Princess under my watch.”

“If the Elements of Harmony are joining you, then it would also stand to reason that they have somepony else tag along as they are fairly unarmed.”

“That’s what we’re here for,” Optimus replied.

“Um, hello, did you miss that part where they took on a god a bunch of other bad guys on their own?” Blitz reminded, then looked at Twilight.  “By the way, you still need to tell me all about that!”

“Another time, Blitz,” Twilight said, then turned to Luna.  “You have nothing to worry about, Princess Luna.  We’ll be fine.”

Luna’s eyes trailed to the side.  “It would put my mind at ease if I were to accompany you nonetheless.”

Optimus studied Luna, finding her body language to be perplexing.  She wasn't meeting his gaze and whatever her reasoning was, it was something more than just the Elements being vulnerable. “Princess, from solar-cycle one, I’ve had the feeling that you don’t trust us.  I still have the feeling that you don’t trust us, even after we’ve willingly put ourselves in the crosshairs of the enemy for your subjects to be safely evacuated from their homes.  This conflict may have been brought to your world, but it’s a matter I wish to keep a Maximal affair and I want to know why you think you should join us.  If you can’t put even the smallest amount of faith in us to protect the Elements, then how can I return the same trust to you when a time comes when it’s required?”

“Yeah, cut us some slack and throw a little respect our way for once, lady!” Paragon yelled out.

Luna stared at Optimus, then at Paragon.  It wasn’t a piercing glare of anger, nor a gaze of dominance, but just a stare.  One that faltered with a sigh.  She then said, with stern conviction, “Because I am expendable and they’re not.”

Gasps were had from all around at this sudden statement.

“Sister, how can you say such a thing?” Celestia asked in utter disbelief.

“Princess Luna, you’re not expendable!” Twilight’s quickly spoke, her jaw still wide open in shock.

The others chimed in sounds of agreement, but Luna refused to acknowledge them, instead focusing her full attention on the Maximals.

“No.  Equestria needs Princess Celestia.  The Crystal Empire needs Princess Cadance and Prince Shining Armor.  Equestria needs the Elements of Harmony, especially.  It needs all of these ponies, but it doesn’t need me.  When I reacquired my title of Princess, I vowed to help my sister and our subjects however I could.  I was to be sure that every measure was taken, every possibility is considered, and every mistake has a way of being rectified.  In other words, when a major decision is made, or to be decided, I look at them from each and every possible angle.  Since everypony here seems more than willing to trust you Maximals, I need to make sure that every precaution is set in place, so that their trust is not misplaced, nor does it end up being a decision that they’ll regret.” Luna looked at Paragon, this time, her death glare returned.  “You demand my respect?  My respect shouldn’t mean a thing to you.  Their respect should be more than enough.  My job is to ensure  that their respect doesn’t cost them or anypony else.” She turned back to Optimus again.  “Why do I want to go?  Because I know Twilight and her friends will.  It doesn’t matter what you or anypony else tells them, they will follow, no matter what.  I wish to ensure that they all return in one piece.  None of us know what might happen if one of the Elements were to fall, and I do not wish to find out.  I will see that they survive this, even if it costs me my own life.  I was absent for a thousand years and Equestria got along just fine without me, and I’m fully confident that it will do so again.  Equestria can live on without its Princess of the Night, but it cannot survive without the Elements of Harmony.”

Silence fell across everyone, even the sarcastic, witty Paragon was at a loss for words.  Celestia’s mouth was agape in silent horror at her sister’s mindset.  What frightened her more was how long did she think like this?  Was it ever since she returned from her exile?  Was it after Discord?  Was it after the Canterlot invasion?  She didn't know, and the fact that she didn't have a proper response to this was what wrenched her heart the most.

Optimus could hardly believe what he’d just heard and he came to a realization.

Princess Luna didn’t view herself as a Princess, but rather a living shield.  A shield of Equestria, determined to protect it from any form of harm, no matter what shape it may take.  Optimus had seen this kind of determination before.  He’d seen it in many soldiers back on Cybertron, during the war against the Predacons.

But, whether Luna would recognize it or not, she wasn’t a soldier.  She was a Princess of her homeland and she was such for a reason.

He finally spoke, “Luna, I understand your desire and your duty to protect your subjects, but there are other means of doing so.  Whether you acknowledge it or not, Equestria and its people look up to you, your sister, and Cadance for guidance.  They need you to be a leader, not a warrior.  Your sister lost you once and I don’t think she can bear losing you again.  Enough creatures have already perished in this conflict and your people are facing a crisis; a crisis in which they need the wisdom of all their leaders to guide them through it.  To die for your people is a great sacrifice, Luna, but to live for them is an even greater sacrifice.”

“He’s right, sister,” Celestia rested a hoof on her sister’s shoulder.  “Our subjects need us now more than ever.”

“I intend to live for my crew,” Optimus concluded.  “What do you choose?”

Luna looked down at her hooves on the ground, contemplating Optimus’ words.  She raised her head again, her face yielding an expression of resignment.

“Very well, then.  I will remain here.”

A collective sigh of relief rang out among the ponies, Celestia especially, a warm smile crossing her lips again.  She directed her gratitude toward Optimus and nodded.

“Thank you, Optimus.”

“It was nothing, your highness,” Optimus bowed his head.  “We’ll return with Spike soon enough.”

“I know you will.  You and your crew are good souls, Optimus, that I am certain of.”

“Your trust isn’t misplaced, your majesty,” Optimus turned to his rescue party. “Maximals, Elements, it’s time to move out!”

“Hold still, you’re making this even worse,” Dementia grumbled, fiddling with Roosternator’s gash in the center of his head.

Roosternator groaned, watching the sparks dance in front of his optics, a side effect of Dementia’s tools sealing the tear that ailed his processor.

“Roosternator can still fight, Roosternator too tough for them,” mumbled the Flyer.

“Oh, yes, I’m sure that the Maximals will fear the bot who circled a tree three times on the way back here,” Dementia bluntly stated.  “You couldn’t frighten a newborn protoform.”

“No, that’s just what Roosternator wants them to think!” Roosternator slurred, then slipped back into incomprehensible moaning when Dementia lightly jabbed his processor with his tool.

Spike hit the cave wall with a thud and he fell to the floor with a grunt.  He looked up, rubbing his head, coming face to face with the instigator of the attack on his home.

“My, my, isn’t this a pleasant surprise?” Megatron grinned.  “Perhaps you may be of some worth after all, Garble, yesss.”

Garble gave a wary salute, his body quivering.  “Thank you, sir!”

“What if the Maximals come looking for him?” Steeljaws asked.

There was a chuckle from Megatron.  “Oh, I’m sure they’re on their way now, which is why Razorwing and Roosternator are going to monitor them from above, and when the Maximals arrive, they will ambush them from the skies, boxing the Maximals in.  They should be quite exposed in such unfamiliar territory, yesss.”

“His repairs are complete,” Dementia stepped back, allowing Roosternator the necessary room to stand.  Razorwing, who’d been leaning against the cave with his arms crossed, stood straight and rotated his shoulders.

“Let’s go, chicken-bot.”

“Roosternator not chicken!  Roosternator flying warrior!” Boasted the cockatrice Predacon.

Razorwing rolled his optics.  “You keep telling yourself that.”

“Remember, Razorwing,” Megatron called out.  “Stay in beast mode and do not transform until you engage.  We cannot afford to fall victim to the Energon radiation again so recklessly, nooo.”

“Yeah, whatever you say.” Razorwing pushed Roosternator outside the cave, both transforming into beast mode, their wings carrying them into the air.  Steeljaws followed them, but remained at the door, to keep guard with Garble and his gang.  Dementia changed back into beast mode and was the only other witness in the cave.

Megatron leaned his head closer to Spike, his mouth exhausting breath fumes into the baby dragon’s face.  “And aren’t you just a precious, little thing?”

Spike held out a claw, waving the steam away.  “Dude, personal space,” he coughed.  “Also, you’re in serious need of a breath mint, even I don’t have it that bad!”

Megatron pulled back and furrowed his brow.  “So, that’s how it’s going to be, then, isn’t it?  Your size certainly reflects how much respect you have for manners.”

“You don’t look like the kind of guy who cares all that much about manners either.” Spike crossed his arms, turning away from his captor.

Megatron hummed, finding the gall of his prisoner to be quite amusing.  Did he truly think that he had some degree of control in this situation?  Megatron was happy to remind him that this was not the case at all.

“Dementia, educate our guest in how we deal with such flippant disrespect around here, yesss.”

With a short cackle, Dementia deployed Cyberbee, the Mini-Con leaping in front of Spike.  Before Spike even had time to notice what had just happened, he’d already received a vicious kick, square in the chest.  Spike tumbled backward, landing in a heap.  Cyberbee pranced around him as he tried to push himself up again, but was kicked back down by the creeping terror.  Spike found himself pushing against the cave wall, arms raised, vainly trying to protect himself.  Cyberbee pounced on Spike, grabbing ahold of him, slamming the baby dragon into the wall over and over.  Spike’s grunts and cries of pain played like a blissful melody in Megatron’s ears, who basked in the abuse Cyberbee was inflicting on the defenseless prisoner.

Cyberbee tossed Spike to the floor again, his victim curling up into a quivering ball on the floor.  He made a move to continue his assault, but Megatron merely snapped his fingers to halt the attack.

“Is… Is that all you’ve… got?” Spike sputtered out in gasps.  One of his eyes were already swollen shut, a black ring surrounding the outer eyelid, bruises coated his face, arms, and back from the thrashing, and his nose had started to ooze warm blood.

Megatron chuckled.  “If Cyberbee gave it his all, you wouldn’t even be a stain on the wall, nooo.”

“My friends… they’re coming for me… and when they do, you’re going to be… s-so sorry,” Spike climbed on all-fours, spitting out a wad of saliva mixed with blood.

The grin on Megatron’s face grew wider.  “I’m counting on it.  When they arrive, they’ll be walking right into their tomb, yesss.”

Spike glared defiantly at Megatron.  “Then you don’t know my friends very well.”

“Perhaps,” the Predacon leader stroke his chin with a claw, his Machiavellian smile never faltering.  “But they don’t know me very well either.”

With another snap of his fingers, Cyberbee was upon Spike once again.

Paragon’s nose twitched, picking up the scent from a footprint engraved in the Everfree’s terrain.

“Yeah, they were here alright.”

“You sure?” Blitz leaned over Paragon’s shoulder, his wings carrying him above the ground.

“The nose knows, junior,” Paragon pointed at his snout.  “Also, mind givin’ me some space?  I can’t focus when you hover over me like that.”

“Oh,” Blitz pulled back a few inches.  “Sorry.”

“Alright, let’s move it out, everyone.” Optimus declared.  The party continued to follow Paragon’s lead, the diamond dog following the multitude of footprints.

“‘The nose knows’ my hoof,” Rainbow Dash mumbled, rolling her eyes.  “This is coming from the bot who led us around a tree stump three times.”

“That’s because they went around the tree stump three times,” Paragon snarled.  “I’m followin’ the tracks and am at least tryin’ to get us somewhere, unlike you, ya rainbow-haired whiner.”

“Why don’t you come say that to my face, you flea-ridden mutt?!” Rainbow spat back.

Paragon spun around, facing the weather pegasus, both making eye contact.  He held up three digits to emphasize his point.

“They went.  Around the stump.  Three times.”

“Then why are we going around it all three times?!” Rainbow yelled, throwing her hooves above her head.  “Isn’t once enough?!”

“Shouting things for emphasis is fun!” Pinkie bounced between the two, momentarily breaking off their intense glares as they looked at her for a few moments.  It didn’t last, however, as they immediately turned back on each other, their fury as fresh as ever.

“If you think you can track these footprints better, you can be my guest, lady!  No skin off my pelt, but my nose at least knows where to go!” Paragon crossed his arms, showing his back to Rainbow.

“What about the time when we walked right into a large boulder?” Pinkie jabbed.

“Well, that was--”

“Or when you almost led us through a thorn bush?”

“Whoa, hold on, that wasn’t even--”

“Or when you walked into a cave of an Ursa Major?

“Okay, I admit that it may not be perfect, but it’s at least better than stripes’ here!” Paragon jabbed a thumb at Rainbow.

“Oh, please,” Rainbow pressed her forehead against Paragon’s.  “My skills could lead us to the Predacons in no time flat!”

“But Dashie,” Pinkie injected herself into the conversation once again.  “Didn’t you get us lost on that one camping trip a few months back?”

Rainbow’s jaw dropped.  “Darn it, Pinkie, whose side are you one?!”

“I’m on Applejack’s right side, silly willy!” The pink party pony gave her jovial, toothy grin.

“Will y’all quit messing around already?!” Applejack barked, stamping her hoof down.  “You’re giving us all a headache.”

Stronghold raised one of his trotters, an annoyed frown painting his features as well.  “I can attest to this.”

“As can I,” Optimus stared at the two disapprovingly.  “We already have enough problems with Megatron, without fighting among ourselves.  Paragon, continue to follow trail--and leave out the circles.”

“Alright, whatever you say, Boss Pony.” Paragon raised his hands in defeat.

“And Rainbow,” Optimus continued.  “Control yourself, we don’t want another argument like this.  And Pinkie, please don’t encourage them.”

Rainbow grumbled beneath her breath.  “Fine.”

Pinkie giggled.  “Okey dokey, Loki!”

The group pressed on, keeping their formation.  Optimus looked at Twilight, who’d been fairly quiet throughout the duration of their journey.

“Twilight?”

“Hm?”

Primal cleared his throat.  “I’m curious about this Spike, you mentioned earlier that you’ve known him since he first hatched?”

“Yes,” Twilight looked forward, smiling a little from the memories flooding her mind.  “I was the one who hatched him.  It was for a test.”

Optimus blinked.  “Oh?  What kind of test would involve hatching a dragon egg?”

“It was when I was a little filly, during my entrance exam for Princess Celestia’s School for Gifted Unicorns.  The test was to hatch a dragon egg, using magic.  I’d studied and practiced, but when the day came, I just couldn’t do it.  For all my struggling, my horn could only produce small traces of magic.  But, suddenly, there was this huge explosion, followed by a shock wave.  I later found out that it was from Rainbow Dash--her first Sonic Rainboom, which in itself is a long story.  It awakened my latent power and I went out of control until Princess Celestia arrived and fixed everything.  In my unstable breakdown, I’d hatched Spike’s egg, as per the stipulation of the exam, and I passed!  It didn’t end there, though, because Princess Celestia offered to make me her personal student at the school and I accepted without hesitation!  She even allowed me to keep Spike… well, after begging her.” Twilight hid an embarrassed blush.

Optimus chuckled a bit.  “And I’ll bet you had to beg your parents, too?”

“They let me keep him as a reward for passing the exam.” She winked.

“I now see why you’re attachment runs so deep, having known him for so long.  Besides,” Optimus smiled.  “He must have been a subject of adoration after hatching.”

“Oh, he was just the cutest thing in the world!” Twilight gushed.  “The first thing he did, was suck on his tail!”

Blitz Streak lowered himself from the air and beside Applejack, who didn’t even need to look at him to know what he wanted.

“You’re wanting to ask me something, what is it?”

“I was wondering,” Blitz tapped his hooves together anxiously.  “Could you tell me the story of how you guys managed to defeat a god?”

“Technically two, if you count Nightmare Moon,” Applejack shrugged.  “And we used the Elements of Harmony.”

This caused Blitz’s shoulders to sink a little.  “Oh, well, I was kind of hoping for an epic tale of a great clash between good and evil, you know… something fun?”

“We nearly fell off a cliff, got torn to shreds by a manticore, faced all sorts of illusions, had to endure our friendship being torn apart, and we turned Discord into stone.” Applejack summarized matter-of-factly.

Blitz blinked.  “Wow, you’re not the best at storytelling, aren’t you?”

Applejack’s eye slightly twitched, now irritated.  She took a deep breath.  “Do you enjoy remembering those fights you had with those Predacon fellas?”

Scratching his head, Blitz bit his lower lip.  “Well, the last one isn’t all that favorable, no.”

“Do you like remembering how you all crashed here and became marooned on our world?”

Blitz’s eyes lowered, tapping his hooves together.  “No, but--”

“Then what makes you think I’d enjoy remembering all the times my friends and I nearly got killed, the times when our friendship was ripped apart, turned into the exact opposite of who we were, and when the world was almost plunged into eternal darkness?  What about any of that sounds fun to remember?”

Blitz had no answer to that, his face fallen in shame and unable to look at Applejack.  She sighed.  “Look, I get it, alright?  I know it sounds like a tale of grand adventure.  Heck, I’d be lying if I said it was all doom and gloom; some moments were actually kind of fun.  But the rest of it wasn’t all fun and games, and if we’d failed any of those times, a lot of bad things would have happened, maybe even worse.  If you really want a story, ask Rainbow Dash, I’m sure she’ll gladly give you all the details.”

“I’m sorry, I didn’t mean to make you feel that way,” Blitz said softly.

“Apology accepted, Blitz.  I know you didn’t mean it, but you just need to be a little more considerate about others.  Not everypony is gonna look back on something dangerous and pride themselves on it.”

“Yeah, I’ll be sure to remember that.” Blitz nodded.

“I’ve got somethin’!” Paragon shouted, his ears perked, pointing ahead a bramble of bushes.  “This way, just beyond those hedges!”

Optimus halted the party and addressed them.  “Stay here, we’ll scout ahead.  Stronghold, Blitz, keep watch.”

“Understood.” Stronghold said.

“Alright, Paragon,” Optimus joined the diamond dog’s side.  “Lead the way.”

Paragon pressed forward and parted the leaves, peeking through.

“What do you see?” Optimus asked.

Paragon said nothing, instead pulling his head out and looking at Primal.

“Boss Pony,” he grimly stated.  “I’ve found the missing guards.”

Optimus pressed his head through and his eyes widened, mouth dropping open in silent horror, at the sight.

“By the Matrix…”

The corpses of the Royal Guard ponies were spread all over the forest floor.  Shards of armor were displaced, limbs were missing, the grass was stained with the crimson blood.  Optimus and Paragon pushed through the hedges and surveyed the area.  A battle had taken place here.  No, this wasn’t even close to a battle--this was just a massacre.

Among the pony carcasses, Optimus’ optics picked up faint signs of movement.  He soon came to realize that this was a pony, vainly dragging themselves along the floor.  Half of his face had been scarred by burns, both of his hind legs were broken, his armor cracked and crumpled like paper, and his once serenely white coat was painted with the blood of his comrades and his own.  In the midst of the carnage, one of them had managed to cling to life long enough to be found.

Wasting no time, Optimus sprung into action.  “Paragon, there’s a survivor!  Get Stronghold, immediately!”

“Right, I’m on it!” Paragon ducked beneath the bushes, while Optimus rushed to the wounded guard’s side.

“Stay with me, soldier,” he soothed.  “You’re going to be okay, help is coming!  What happened here?”

“We were ambushed,” the guard coughed weakly.  “They took us by surprise.”

Optimus didn’t need to ask who, he already knew the answer to that question.  But if one was able to survive…

“Are you the only one?  Are there any other survivors?”

The guard shook his head, eyes glazed over.  “Trust me, I had a good look at their last moments.  We were weak… they demolished us… my fellow guards.”  The guard’s eyes filled with tears, a mixture of pain and grief.  “My friends… they’re gone--they’re all gone!”

Paragon returned, accompanied by Stronghold, who immediately scanned the guard’s body, running a diagnosis.

“Is there anything you can do?” Optimus asked.

Stronghold lifted his head and solemnly shook his head.  “I wish I could.  His wounds are too severe, he’s suffered from massive physical trauma and internal bleeding.  If I were to stabilize his lacerations, we’d still be too far from proper medical care to take care of his internal ruptures.  I’m afraid he doesn’t have much longer; I’m sorry.”

The guard began to sob.  “How am I going to tell their friends?  How am I going to tell the Princesses?!  We failed… I failed… I’m so ashamed…”

Optimus held the grief-stricken guard, looking at him with a pained expression.  He shook his head.  “No, you haven’t failed.  You did your duty and there’s nothing more that anyone could ask of you.”

A gasp was heard from the guard’s throat and he looked up, trying to focus on Optimus.  He pushed out his next set of words.  “Windbreaker, Stonewall, Thundermane, and Dusk Shadow… please, make sure those names reach Princess Celestia and their families.  Tell them,” the guard stopped to cough up some blood.  “You tell them that they fought valiantly to the end.  Tell them that Noble Silver is… tell them that I’m sorry… I’m sorry…”

The guard’s sobs slowly evaporated, as did his struggles.  The last of his life left him and his hoof fell to the floor.  Optimus lowered his head and slid the deceased soldier’s eyelids shut and carefully laid him back down.

“Rest easy, soldier,” Optimus saluted the fallen guard and his squadron.  “You fought for your homeland.  Your sacrifices won’t be forgotten.”

Stronghold and Paragon followed Optimus’ example and the three stood there for a few moments.

“We’ll see that they receive proper service and burial rights, once the mission is complete.  Lives have already been lost to the Predacons, let’s not lose another.  Let’s keep moving.”

Upon returning, Blitz immediately struck with the question that was one the minds of everyone else in the group.

“What did you find?”

Optimus kept his eyes to the floor.  He came clean and reported, “We’ve found the guards Princess Celestia and Luna sent to Ponyville.  They didn’t make it.”

A gasp of horror filled the group and they all shared a silent moment to pay their respects.  Optimus spoke once more.

“Twilight, you and your friends know fully well what the Predacons are capable of.  If you wish to turn back at anytime, I’ll understand.”

“No,” Twilight swallowed.  “I vowed to help Spike and that’s what I intend to do.  I won’t let them add Spike to their list of victims.” She looked to the rest of her friends.  “But that doesn’t mean I won’t give you all the chance to do the same.”

“Sugarcube,” Applejack, who’d removed her hat, placed it back on her head.  “I think I speak for all of us when I say that we’re sticking with you all the through this, no matter what.”

Twilight nodded and turned to Optimus.  “We’re all ready to continue if it means we can prevent anymore lives from being lost.”

Optimus turned around, resuming the party’s mission.  “We’ll make sure the guards are returned to their families, but we need to stay focused, everyone.”

Stronghold took his designated position and brought up the rear, but that didn’t stop him from observing the other ponies, mostly Fluttershy.  She meekly followed the others, but rubbed her hooves over one another and would glance at the Everfree wilderness around them, sweat pouring from her head.

“Fluttershy,” Stronghold called out.  “Are you alright?”

“Oh, um, I’m-I’m fine, Stronghold,” she drew a shaky breath.  “Don’t worry about me.”

“You’re sweating and shaking profusely,” Stronghold noted openly with a concerned frowned.  “It’s okay to admit if you’re scared, I know this is a heavy subject for you.”

“Well,” Fluttershy hid some of her face behind her mane.  “Maybe a little scared.”

The sound of rustling in the tree pulled a startled squeak from the pegasus, who jumped into Rarity’s hooves, shaking all the way.  Blitz and Paragon immediately transformed, weapons drawn at the tree where the sound originated.

A single falcon shot out from the branches, flying across the treeline and out of sight.

Optimus smiled a bit.  “I don’t think it’s lethal.”

“Eh, you can never be too careful nowadays.” Paragon stowed away his weapon and followed Blitz into beast mode.

Fluttershy calmed down a bit, having witnessed that the creature was little more than a native of the land.  “Okay, maybe I’m very scared.”

“We can see that, darling,” Rarity said.  “Could you kindly get down?”

“Oh, sorry,” Fluttershy tore herself away, this time, remaining on her hooves rather than letting her wings carry her into the air.

“You don’t have anything to worry about, Fluttershy.  I’ll be right there, okay?  I promise.” Stronghold gave his reassuring smile, and it was able to set her emotions at ease again.

“As will we all, Fluttershy, dear.” Rarity put a hoof on her friend’s shoulder.

“Okay,” Fluttershy returned the grin in kind.

“Now, why don’t we think about brighter topics, shall we?  Stronghold, I was wondering what kind of fashion do you and your kind delve in, back on your world?” Rarity asked, hoof raised to scratch her chin.

Stronghold shrugged.  “Our manner of fashion is treated differently than yours.  We don’t wear articles of clothing, but our fashion mostly depends upon our alternate forms.  Other than that, our fashion is nearly nonexistent.”

Rarity gasped, as if struck.  “What?!  No fashion?!” She looked ready to faint, hoof over her forehead in a dramatic manner.  Before she continued, she asked, “Fluttershy, would you be so kind as to catch me?”

“Oh!  Sure thing, Rarity.” Fluttershy held out her hooves.

“Thank you so much, dear!” Rarity let out a gasp and fell into Fluttershy’s waiting grasp.  Stronghold blinked and stared awkwardly.

“Does she do this often?”

“Only if the situation calls for it.” Fluttershy replied.

“‘Ey guys,” Paragon called out.  “I think I’ve found them.”

The party gathered around Paragon, the group peering over the hedge, spotting a large cave, its entrance being occupied by Steeljaws and the teen dragons.

“Well, that’s just Prime,” Optimus muttered.

“What is it?” Twilight asked.

Primal spoke, his eyes still focused on the patrolling guards.  “They’ve established a temporary base inside this cave.  One way in, one way out.”

Rainbow lowered herself beside Optimus.  “Meaning?”

Optimus looked back at the weather pony.

“We may have to fight our way in.”

A shrill cry of pain rung out from the dark depths of the cave, instilling shock and confusion among the Maximals and ponies.  Twilight’s eyes widened in horror; she’d recognized who that voice belonged to.

Spike!

Right on cue, Spike was thrown out of the cave, in clear view of the rescue party.  His battered and bruised condition was met with multiple alarmed gasps.

“That does not look pleasant,” Blitz quietly noted.

“Ya think?” Paragon rolled his eyes.

Following Spike, a metallic insectoid crawled out, leaping onto the helpless dragon.

“Come on, pipsqueak,” Cyberbee taunted.  “I’m just getting warmed up.”

Spike coughed.  “That’s your warm up?  Man, you Predacons are weaker than I thought.”

“I’d be happy to show you just how much damage I can do, starting with your legs!”

Cyberbee raised his scythe appendages, but his chest was struck by a bright purple beam, dislodging the Mini-Con from Spike.  With an ear-piercing screech, Cyberbee flew towards Steeljaws, who casually sidestepped the flying Mini-Con, his small body striking the outer wall of the cave with an audible splat.

“They’ve arrived,” Steeljaws emitted a feral hiss.  “Just as Megatron predicted.”

The throng of technicolor equines and Maximals bolted from the bushes, forming a protective circle around the supine form of Spike.  Twilight scooped him into her hooves and held him against her body.

“Spike, are you alright?!” Twilight cradled her assistant, taking caution to not aggravate his injuries.

“Twilight,” Spike managed a weak smile.  “You came.  I knew you would."

“We all did, Spike,” Twilight said, blinking away tears of relief  “We’re here to take you home.”

“Yeesh, kid,” Paragon winced at Spike’s bruises.  “You look even worse than me.”

Blitz elbowed Paragon’s arm, silently urging him to keep the comments to himself.

“Garble,” Steeljaws snapped.  “Take them.”

“Wait, what?!” Garble’s eyes widened.  “Us against all of them?!”

“Did I stutter?” Steeljaws turned his head, voice becoming more stern.  “Do as I say.”

“Says you--”

Within seconds, Steeljaws had transformed into robot mode, his hand grabbing Garble by the neck and yanking him close enough to stare into his eyes; Garble immediately clamped his mouth shut.

“That’s right, says me,” he snarled lowly.  “You want to backtalk me one more time?”

Garble rapidly shook his head.

“Anyone else?” Steeljaws looked at the others.

“No, we’re fine!” Fizzle looked down at the floor.

“Not me,” Fume gulped.

“Nope, no backtalk from me!” Baff nervously laughed, tapping his fingers together.

“Then shut up, do as I say, and maybe I’ll forget your little moment of insubordination.” Steeljaws dropped the teen dragon to the floor, Garble coughing loudly.

“Megatron isn’t as merciful as I am.”

“Right, destroying now.” he meekly wheezed.

Twilight looked at the four dragons and the blatant fear they displayed of Steeljaws.  These dragons didn’t look happy to have an opportunity to beat on some ponies, not with the Maximals around.  She watched them muster the strength to try and stand against them, but they were obviously like scared fillies being sent to a war they knew was lost.  And for once, despite what they’d done to her and her friends, past and present, Twilight pitied them.

“You don’t have to do what he says,” she finally said.  Garble and the dragons stopped and stared, confused.

“What’re you talking about?”

Twilight continued, “I’m saying that there’s a better way, that it doesn’t have to be like this.  Why ally with the Predacons if they obviously don’t care about you or your friends?  What kind of allies would do that to one another?”

Garble said nothing and neither did his gang.  Their eyes were fixated on the floor.

“Why?”  Twilight repeated.

Garble looked up.  “Because we have no choice.”

“There’s always a choice!”

“Not from where we’re standing,” Garble lowly replied, pointing a few feet away from the cave.  “If we don’t listen to them, we’ll end up like Clump and Vex.  Just look for yourselves, they tried to fight and look at how they wound up.”

It didn’t take much for the Elements and the Maximals to finally realize a faintly putrid stench contaminating the air.

“Primus, what stinks?!  It smells something got burnt!”  Paragon plugged his nose with both paws.

Twilight followed Garble’s finger to a bonfire, having long since been extinguished.  But among the ashes were traces of bones and leftover scales.

Dragon scales.

The bones and the scales mixed with the ashes of the fire were all the indicators that Twilight needed to put two and two together.

Oh, Celestia, no…

“We have to do this,” Garble reiterated.  “It’s either us or you--and we don’t intend to give our lives anytime soon!”

Garble spat forth a fireball, aimed at Twilight.  The unicorn’s horn flashed and the entire group was shielded by a bright purple dome.  The flame slammed into the barrier, dissipating harmlessly into thin air.

“Maximals, maximize and take those dragons down with nonlethal force!” Optimus ordered.

“You’re kiddin’, right?!” Paragon shouted incredulously.  “They just tried to slag us!”

“They’re only doing it out of fear!” Twilight said.

“Nonlethal force,” Optimus repeated.  “That’s an order, Paragon.”

Twilight dispersed the magical dome and the Maximals transformed.  Paragon lunged forward, sliding between Fume’s legs.  Fume bent over to see Paragon behind him.

“Made ya look!”

Looking up, Fume received a dropkick to the chest by Blitz Streak.

Fizzle sized up Stronghold, quivering like a jellyfish once he realized just how huge the Maximal was.  He nervously raised his arm, throwing a hook that connected with Stronghold’s chin, but only clanged right off.  Stronghold’s head didn’t even budge.  Fizzle screamed and nursed his fist.  Stronghold only needed to give Fizzle a slight thump to the head to knock him out, lest he completely break his neck with one good punch.

Garble whipped his tail at Optimus, the latter catching it effortlessly.  He yanked Garble toward him, clotheslining him to the floor, where he lay in a daze.

Baff swung a claw at Paragon, though the diamond dog ducked and drove his fist straight into the dragon’s lower section.  Baff shrieked in a high-pitched voice, which made the Maximals, the ponies, Garble, and even Steeljaws visibly cringe.  Baff sunk to his knees, hands cupped over his crotch area.

“Paragon, was that completely necessary?!” Twilight yelled.

“‘Ey, just ‘cause he said nonlethal force, it doesn’t mean I’m gonna take it easy on ‘em.” Paragon said, pushing Baff down with his finger.

From the cave, a series of slow, deliberate claps reached their ears.

The Elements raised their heads to face the source of their woes, slowly peeling from the shadows of the cave’s mouth.  Their eyes narrowed into glares, which did nothing to vex the colossal terror.  The group tightened their huddle, remaining steadfast against the advancing tide of the entity.

“Bravo, Maximals and friends, bravo.”  Megatron stared the ponies down, his claws spreading outward in a welcoming gesture.  Dementia was at his side, tendrils snapping the air tantalizingly.

Twilight didn’t speak, her glare intensifying.  She hugged Spike tight, unwilling to let him go in the presence of this fiend.

“Quite an impressive display if I do say so myself,” Megatron shrugged.  “But beating up on a few lowly thugs is no way to go about combat, no.”

“We’re only here for Spike, Megatron,” Optimus said, fists clenched.  “We’ll take him and leave, which is more than what you deserve for what you did to Noble and his guards.”

“Noble?” Megatron flared his nostrils, intrigued.  He looked at Steeljaws and Dementia.  “Did you hear that?  One of them had a name!”

The trio broke out in a short fit of laughter.  Twilight felt her stomach churn, the sheer callousness in their jovial disrespect of the fallen made her turn away in disgust.

“Back on topic,” Megatron resumed.  “You wish to leave?  Very well, you shall.  My forces will ensure that you get return--in pieces!”

Rainbow Dash scoffed.  “I’ll believe it when I see it, Megachump!”

Megatron folded his arms behind his back and chuckled.

“You shall soon enough, little one.  Yesss.”

Before anyone could deduce the meaning behind this, the answer presented itself.

“Roosternator, terrorize!”

“Razorwing, terrorize!”

From behind, the Predacon Flyers transformed, their blasters drawn.  The pair fired, raining balls of concentrated heat on their foes.  The projectiles hit the ground, flinging dirt and scorching grass all around the Maximals and their equine allies.  Megatron and Dementia transformed, letting loose a barrage of plasma from their fusion cannon and rifle, respectively.  Steeljaws launched his shoulder missiles, their explosions rocking the earth.

Under the abrupt, intense pressure of such firepower, the Maximals and Elements were thrown off their feet, struggling to withstand the sheer might of the Predacon onslaught.

Paragon gritted his teeth at Rainbow, eye twitching sporadically.  “If we survive this, and you tempt fate one more time, I’ll personally rearrange your stripes!”

“Stay focused, Paragon,” Optimus shouted over the gunfire.  “You and Blitz Streak, take care of those Flyers!  Stronghold, you and I will tackle Megatron and the others!”

“Oh, sure, give us the dirty work!” Paragon griped.  He nonetheless carried out his orders and fired his blaster at the Predacons’ aerial forces, while Blitz ascended to the sky.

"Get ready, girls, we have a fight on our hands!" Twilight said.

Optimus and Megatron went straight at each other, but Primal slammed into the tyrant's chest, tackling him into the cave.

Steeljaws bellowed like a strike of thunder and charged Stronghold, bulldozing right into him.  The impact temporarily knocked Stronghold off his feet and was thrown to the floor, landing flat on his back.  Steeljaws lunged forward, fist poised to pummel Stronghold’s head in.  The Maximal rolled to the side, Steeljaws’ fist connecting with the dirt.  Recovering, Stronghold elbowed the back of Steeljaws’ head, forcing him down to all-fours.  Seizing the opportunity, he thrusted his arms underneath his opponent’s armpits and clamped his hands around the back of his neck.  With a grunt, he hauled Steeljaws to his feet and applied pressure to his neck, cranking it with whatever strength he could muster.  Steeljaws struggled and thrashed his arms about, yelling out in anger.  He reached behind him, feeling for his aggressor until his hands found Stronghold’s head, whereupon he grabbed hold of it.  He threw him overhead, right back into the ground, a tremor generating from the crash.

Roosternator evaded to the left, narrowly avoiding a projectile.  He returned fire with his optic lasers.  Paragon had to jump clear of the blast radius, his back being pelted with dirt and pebbles.  Rolling onto his back, Paragon shot for his wings, just barely clipping one.  Roosternator yelped, desperately trying to stay afloat.  Another round to his good wing and Roosternator was overcome by the force of gravity, once again falling to the ground below where he landed upside down, his head buried under several feet of dirt.

Roosternator groaned.  “Roosternator hate doggie bot…”

Blitz ducked a swipe from Razorwing’s blades, narrowly avoiding decapitation.  He thrusted his feet into Razorwing’s chest, the changeling flipping backwards, until he managed to catch himself.

Razorwing smirked.  “I’ll give you props for coming at me again, kid, but you’re way out of your league.”  The combatants prepared to make a move, but a multi-colored blur whizzed past Blitz Streak, striking Razorwing in the chin.  “What the?!”

“You talk too much!”

The blur whisked its way to Blitz’s side, taking the form of Rainbow Dash, a cocky grin plastered across her face.

“Rainbow?!”  Blitz shouted, shocked.

“Hold your applause” Rainbow rotated her shoulders.  “I’m helping you!”

“You can’t just insert yourself into this--!”

“Before you say that, remember what we said earlier?  We’ve faced reality warpers and dark magic users, Blitz!  I’ll be fine!”

“Reality warpers?  Dark magic users?”  The pair’s attention was brought to a visibly flabbergasted Razorwing.  “What kind of planet is this?!”

“The kind you have no business being on, Predacreep!”  Rainbow snorted.  “Come on, Blitz, let’s teach this guy a lesson for kidnapping our friends!”

“You know what, fine, we’ll talk about this another time.” Blitz rubbed his head.  “I’ll go in from the front, you take the side.”

Blitz shot forward like a lance, spearing Razorwing onto a cloud.  He threw a punch, but Razorwing easily caught it.  He kicked Blitz off, leaping to his feet.  Blitz scrambled up, sweeping for the legs.  Razorwing was quick to evade, jumping up and delivering a solid kick to the head that knocked Blitz for a loop.  Razorwing lunged for him, only to be intercepted by a buck to the head, courtesy of Rainbow Dash.

Razorwing growled and fired his blaster at the pegasus; Rainbow Dash’s natural speed and agility allowed her to avoid the blistering spheres of heat, the rounds passing her harmlessly.

“Hold still, you little--” Razorwing hissed, before his hand was struck with a bullet, knocking his gun away.

“Not on my watch,” Blitz said, discharging another round, this one nailing Razorwing in the chest, staggering the Flyer towards the edge of the cloud.  He careened backwards, the Predacon flailing his arms in a desperate gamble to stay on the ledge.

“Oh, slag.”

Blitz and Rainbow blazed toward him, capping the fight off with a double dropkick to the chest, in unison.  Razorwing yelled as he disappeared over the cliff, plunging to the earth.

“How do you like them apples?” Rainbow sneered, high-fiving Blitz.

“That was surprisingly easy,” Blitz said.

However, What the pair failed to notice, was Razorwing slowly hovering back up, behind them.  He tossed a grenade between them, which exploded.

Rainbow spiraled out of control, crashing onto the cloud while Blitz was knocked off his feet, bouncing across the cloud, just barely stopping short of being thrown off entirely.

“Well, that was pathetic,” Razorwing landed between them,giving his own contemptuous smirk.  “Did you really think it would be that easy?”

Rainbow huffed, lowering herself to the cloud, wings outstretched.

“Bring it!”

Razorwing popped his fingers.  “No, please, you first.”

Blitz made the first move, going for a dropkick, but Razorwing easily ducked, the Maximal merely flying overhead and landing behind him.  Razorwing was quick to raise his forearms and block an attempted buck to the face by Rainbow Dash, and swatted her away in quick succession.  Blitz threw a punch, but it, too, was deterred by Razorwing’s forearm.  He attempted to follow up with a spinning kick, which Razorwing was able to dodge again by ducking.  Taking the offensive, Razorwing slammed his foot into Rainbow Dash’s chest, knocking her away, then elbowing Blitz in the abdomen.  Blitz stumbled back, allowing Razorwing to clapped both hands on the side of his head.  Blitz cried out and held his cranium.  Razorwing seized hold of his throat and threw him to the floor, where he lay next to a physically exhausted Rainbow.  Both panted and glared at Razorwing, whose cocky smirk hadn’t left his features.

“You don’t cease to amuse me, kid.  What’s more, you now have a playmate!”

“Glad we gave you something to look forward to.” Rainbow coughed and spat on the cloud.

“I enjoyed it very much, thank you.” Razorwing extended his blades.

Blitz growled and moved to stand and go at him again, but his body stiffened and the blue, visible veins pulsed throughout his body.

“Energon build up.  Transform into beast mode or risk entering stasis lock.”

“No, no, no!  Not here, not now!” Blitz grunted.

“Blitz, are you alright?!” Rainbow’s eyes widened.

Converting back to beast mode, Blitz panted as the sharp Energon surges subsided.

“Y-Yeah, but… I’ve been in robot mode for too long.”

“Oh, that’s too bad.” Razorwing mocked.  “Easier targets for me!”

“What do we do now?” Rainbow asked.

“Run!”

Stronghold caught Steeljaws’ fist, throwing his own punch, which was caught by his opponent in turn.  Both grunted, straining to overwhelm one another.  Steeljaws pushed Stronghold’s arms, the latter’s elbows beginning to buckle under the pressure.  Stronghold furrowed his brow, his legs holding firm despite his arms slowly being overwhelmed.  Steeljaws laughed a bit, he could already see his inevitable victory coming; or he would have, had a pink pony with poofy hair not inserted herself in his field of vision.

“Hi, I’m Pinkie Pie!”

“GAH!!!” Steeljaws gasped.  “GET OFF ME!!!”

Pinkie wrapped her hooves around Steeljaws’ head, pressing herself against his visor.

“Want to see what faces I can make?” She stuck out her tongue, pressing her entire face against the visor, her face greatly exaggerating itself to unnatural lengths.

“Pinkie, what’re you doing?!” Stronghold exclaimed.  “This isn’t a jungle gym, this is dangerous!”

Pinkie lifted her head.  “I’m distracting him, duh!  Hurry up and hit him already!”

“I don’t want to hit you!”

“You won’t, trust me!” Pinkie shot her bubbly smile again.  Steeljaws hand suddenly clamped around Pinkie’s entire body, leaving only her head free.  There was an audible squeak as he squeezed the party pony in his grasp, her eyes beginning to bulge.

“You wretched equine!” he snarled, tightening his grip.  Pinkie barely let out a peep, the air being crushed from her lungs.  His head became the victim of abuse once again when a blaster round hit him square in the face.  Steeljaws screamed, dropping Pinkie to the floor, to caress his smoldering visage.

“Hands off Pinks, ya big bulldozer!” Paragon spat, smoke oozing from the barrel of his rifle.  “She may be annoyin’, but she’s infinitely more tolerable than lookin’ at your ugly mug!”

Steeljaws peered through his fingers, his visor now narrowed into a death glare.  It widened into shock when Stronghold reared back his fist, driving it right into the Predacon’s ugly mug.  Steeljaws was thrown back into the cave wall, a collection of loose rocks above collapsing and nailing him on the head.  For a moment, the cragadile saw stars, then blackness overtook him.

Paragon twirled his rifle before putting it away.  The blue veins appeared all over his body, forcing him to transform into beast mode.  He thought little of it, kneeling beside the pink party pony.

“You okay, Pinks?”

His answer was Pinkie’s hooves being thrown around his neck into a hug.

“Oh, thank you, Parry!  Thank you, thank you, thank you!”

“You’re, uh, welcome.” Paragon awkwardly pat her head, then waited to be released.  Pinkie only continued to hold on, prompting Paragon to start trying to pry her off himself, bringing back some very unpleasant memories of the day he encountered her clones.  “Please don’t make it weird, Pinks!”

“Where’s Rainbow Dash?!” Twilight asked.

“I think she went up to help Blitz!” Applejack replied.

“Oh, I hope she’s okay.” Fluttershy tugged at her mane, the pressure of the battle beginning to work her over.

“She’s fine, darling, I’m sure of it!” Rarity tried to reassure her friend.  “She’s with one of them, so everything should be fine!”

“Oh, I wouldn’t worry about your friend,” a voice hissed from behind them.  “I think you have other problems to deal with!”

They hesitated to look, none of them daring to move.  The barely conscious Spike, however, got a clear view of the figure and he trembled.

“T-Twi…?”

Twilight bit her lip, her head slowly turning, facing the towering form of Dementia, his tendrils drawn and Cyberbee perched on his shoulder.

“Boo.”

Although she didn’t see it, just hearing its voice sent Fluttershy into a panic, her wings already poised to take flight, but was quickly snatched by one of the tentacles ensnaring her leg.

“FLUTTERSHY!” They all cried out.

Twilight charged her horn and fired at the Predacon.  Dementia blocked the blow with his second tentacle, lashing it out and knocking the group of ponies to the side.  Cyberbee leaped off Dementia’s shoulder, landing in front of the ponies.  He was all that stood between them and their friend.

“Alright, who wants to die first?” Cyberbee brandished his sharp legs and laser turrets.

Spike scrambled on the floor, trying to get away from the Mini-Con.  Despite acting tough earlier, just being near Cyberbee was enough to induce a panic attack.  It wasn’t unease or nervousness, it was the feeling of his entire soul being captivated by an uncontrollable terror.  Cyberbee already sensed it and he’d grabbed Spike’s leg.

“Maybe this one!”

Before he could do any further damage, a lasso wrapped around the lower portion of Cyberbee’s body.

“I’ve got him!” Applejack grunted through her teeth, planting her hooves firmly into the ground.

Cyberbee lurched upward, his wings beating rapidly, but Applejack held firm.  Twilight and Rarity joined in, their magic encasing Cyberbee in a magical aura.  Cyberbee buzzed and flailed, but it was clear that he was unable to move.  He then resorted to his twin lasers, firing in all direction.  It was enough to cause Rarity to break off her magic, just to dodge the pellets of death.

Twilight and Applejack continued to struggle, but Cyberbee’s struggles were beginning to put a strain on the former.  Her contribution was abruptly halted when her body was grabbed and yanked off her hooves.  She cried out, kicking and thrashing her legs, but they didn’t avail her.  She was turned to face the malevolent gaze of Dementia, who now held both ponies in his tendrils, laughing darkly over their struggles.

“Twilight, no!” Spike sputtered out weakly.

Cyberbee, no longer hindered by magic, slashed the lasso around his leg and tackled Applejack to the floor, pinning her down by the head.

“Get off me, ya Predacon varmint!” Applejack tried to fight, but the Mini-Con had her immobilized, his legs pressed into her back and head.

“Aren’t you just interesting specimens?” Dementia stroked Fluttershy’s face, the pegasus whimpering and pulling her face away.  “Sentient equines.  I’m going to enjoy cutting you all open for further research.”

“Do what you will with me, but leave my friends alone!” Twilight shouted.

“Why would I want to do that,” Dementia’s left hand retracted into his wrist, a medical scalpel forming in its place.  “When cold-blooded torture is that much sweeter?”

Dementia brought Fluttershy closer, the Element of Kindness already beginning to succumb to despair, the tears flowing from her eyes.

“No, don’t!” Twilight tried to use her horn, but the tentacle tightened, constricting the air from her body.  Her efforts diverted to trying to breathe as she helplessly watched this maniac lower the blade ever so slowly to Fluttershy’s skin.

Dementia felt a stiff poke to his back.  He turned his head, finding it to be none other than a very, very aggravated Stronghold.

“Stronghold!” Fluttershy simpered a bit.

Dementia stared at Stronghold, then look at Fluttershy, then at Stronghold, then at Fluttershy again.

“Oh,” he whimpered.  “I’m sorry, is this yours?”

With his frown deepening and brow furrowing in pure disgust, Stronghold seized him by the neck, causing him to relinquish hold of the two ponies.  He delivered a massive hook to Dementia’s head, causing it to spin in circles.  He lifted the sadist above his head, burying his head into the ground, where his body stuck upside down in a comical manner.

“Who’s there?” Roosternator asked, but found Dementia right beside him.  “What happened?”

“Shut up.”

“Master!” Cyberbee jumped off Applejack, scuttling toward his master, but a magic beam was shot into his side, throwing him into a tree.

“That’ll teach you to shoot at a mare!” Rarity said gruffly.

Applejack straightened her hat.  “Nice shot, Rare.”

“Oh, Stronghold, thank you!” Fluttershy hugged Stronghold, her voice shaking.  “I thought he was going to--going to--”

“Shh, it’s alright now.” He returned the gesture while petting her head.

“Twilight!” Spike limped into Twilight’s hooves, the pair hugging one another.

“It’s okay, Spike, I’m fine.” She said, looking up at Stronghold with a smile.  “Thanks to you.”

“Of course.” Stronghold nodded.  His body grew stiff, the electric blue indicators of the Energon build up appearing on his body.  He was quick to transform, still keeping Fluttershy close.  In short order, Paragon and Pinkie Pie regrouped with the others.

"Steeljaws is down, too." Paragon reported.

“I think we got them all.” Twilight said.  “That just leaves one.”

Optimus’ back hit the cave wall.  His optics widened and he ducked just in time to avoid Megatron’s sword bury itself into the stone.  He kicked Megatron’s chest, knocking him back and tackled him to the floor.  He rained a series of punches on his adversary’s face, but Megatron seized him by the back of his head and yanked him off, throwing him to the floor beside him.  Megatron rose to a knee and drove his fist into Primal’s chest, getting a well-earned cry of pain from the Maximal.  He grabbed Optimus’ back and hurled him across the cave, hitting the opposite wall.

“After all this time, this is all you have, Primal?” Megatron taunted.  “Pathetic.”

Optimus held his chest, struggling to get himself up.  He felt Megatron’s shadow fall over him and he looked up to face his rival.

“As you said, it’s over, Primal.”

“Not… while I still... draw breath!” Optimus yelled and uppercutted Megatron’s chin, propelling the Predacon into the ceiling of the cave.  Primal grabbed his legs and yanked him down, then swung him around before releasing him.  Megatron soared through the air, colliding with his escape pod, the side denting.  Optimus stood, using the wall for support.  Megatron lifted his head, sporting a knowing smile.

“I’m afraid that it is over.  It just hasn’t registered yet.”

“What are you getting at?”

“The thing is, Primal, I never intended to actually beat you in a physical bout, no.  The true key to victory, comes from up here.” He tapped the side of his head.  “And this time, I’ve outwitted you.”

Narrowing his optics, Optimus contemplated these words, then they shot wide open when he lost control of his body, his circuits locking up.

“Energon build up.  Transform into beast mode or risk entering stasis lock.”

Optimus transformed, still splayed on the floor.  He stared at Megatron, a look of horrific realization dawning on him.

“Y-You…!”

Megatron slowly broke into laughter, standing up.

“Oh, you fell for it so easily, yesss.” He said.  “Using a hostage, I knew that you’d transform early, to try and save your pathetic allies.  So, I used it to my advantage and came up with a simple solution to our little Energon surge situation.  Whoever transforms first is at a time disadvantage, so we made sure you were the ones who transformed.  While you’re stuck in beast mode, that leaves us with a few more cycles in robot mode, yesss!”

Optimus turned tail and bolted from the cave, his wings flapping as fast as they could.  He reached the outside and found his team waiting for him.

“We need to run, now!”

“Optimus, what’s wrong?” Twilight asked, concern in her voice.

“We’ve been set up!  Megatron wanted us to transform early, so we’d revert back to beast mode earlier!  The Predacons have the advantage!  Where’s Blitz Streak and Rainbow Dash?!”

“Run, run, run, run, run, run, RUN!” Blitz and Rainbow yelled together, whisking past Optimus and the others.

A blast whizzed by them, exploding nearby the group.

Razorwing laughed, his shoulder cannons firing while he rained extra firepower on them with his blaster pistol.

“Maximals, Elements, retreat, now, let’s go!” Optimus yelled.

The Maximals and ponies ran, for the forest, just as the Predacons were beginning to recover.  Steeljaws roared, throwing the heavy rocks off of his body; Dementia pried himself free, wielding his rifle.  The pair unleashed their swarm of missiles and bullets, just narrowly missing the Maximals as they disappeared into the forest.

Megatron resurfaced from the cave, smiling at the destruction and panic he’d induced in the Maximals.

“Sir, they got away.” Steeljaws bitterly noted.  “Shall we pursue?”

“No,” Megatron said.  “We’ve shown the Maximals and their pitiful allies that we are not a force to be trifled with.  We’ve won this round.  This is just the beginning of a conflict beyond imagining!  This is no longer a mere battle.”

He stared at the field before him, which was transformed into a battlefield.  Bullet marks covered every inch, smoke filled the air, trees were broken, and small pockets of flame blazed in delight.

“This is war.”

He slowly broke into laughter.  Dark, ambitious, maniacal laughter.  He was soon joined by Dementia, Steeljaws, and Razorwing, the warmongers laughing like a symphony of terror.

…

“Hello?” Roosternator called out, still muffled by the dirt.  “Can Roosternator get some help?”