Beast Wars: Friendship is Magic

by Rhen Vao

Rating: teen
Tags: Princess Celestia, Crossover, Main 6, Princess Luna, Drama, Gore, My Little Pony: Friendship is Magic, Dark, Comedy, Other, Adventure
Length: 60673

When two alien factions crash land in Equestria, Twilight Sparkle and her friends find themselves in the middle of a life changing conflict. Allying with the Maximals, they must stop the Predacons, by winning the Beast Wars.

Twilight Sparkle and her friends have been through so much in their lives. They faced Nightmare Moon and freed Princess Luna, granting her redemption. They foiled Discord's second coming and prevented his new age of chaos. They faced down the Changeling forces of Queen Chrysalis and played a part in her downfall. They helped save the Crystal Empire from falling back into the clutches of the tyrannical King Sombra.

This time, however, they will be thrusted into a conflict of alien proportions.

Optimus Primal and his crew were tasked with one mission: Hunt down Megatron and bring him to justice. However, things took an unexpected turn and now both factions are marooned on an unknown planet inhabited by Ponies with magical abilities. To add to this, the planet is rich with Energon caches. The Maximals must now battle the Predacons and prevent them from gathering enough resources to take over the galaxy.

And they won't be in this fight alone.

Let the battle be here, on this strange magical world. And let it be called Beast Wars!

(Cover art has been provided by Tempest Knight!)

In-story illustrations is being provided by my brother, Steal Rehn!

Proofreading is done by the other sans and Cylon One!

Now has its own TV Tropes page!

Published 2015-04-19 22:10:02 UTC
Last updated 2016-08-30 05:15:07 UTC

Chapter 1: "Prologue"

Above a distant planet, a rift tore apart the very fabric of space and time, creating a portal that peered through its never-ending void.  Two vessels emerged from the mouth of the warp as flashes of green laser fire were propelled from mounted turrets, tearing into each other's already scarred hull from prolonged combat.  Explosions showered the outer layers as the bolts of concentrated heat singed the surface alloys that protectively coated the ships, causing chunks of debris to be dislodged into the endless black horizon.

The first craft, the Darksyde, was ahead of the second, as it had been for a while, the occupants now fugitives on the run from the authorities of Cybertron for having stolen an ancient relic; the Golden Disk.  It bared the red insignia, that of which resembled an insect-like creature's head, the Cybertronian people knew this symbol very well; the Predacons.  This particular crew was being led by Megatron, a power-hungry tyrant who sought galactic domination and had stolen the ancient Golden Disk which would lead him to a powerful source of Energon that could provide the entire Predacon fleet with enough power to launch a crusade of conquest. Megatron was dead set on being at the spearhead of this fleet, and he wouldn't let anyone stand in his way; especially his pursuers.

The second ship, the Axalon, was close behind, sporting a bright green colored banner that resembled a sabretooth tiger, they were loathed by many predacons; Maximals.  This crew was led by Optimus Primal, who had been tasked with stopping Megatron's plight but this proved to be a difficult endeavor. He had expected it, however as Megatron was never one to shy away from a fight, let alone come quietly to face charges for his crimes without one.  The Maximals fired at their enemy's cruiser with all they had but, despite the damage they sustained over the voyage, the Predacons were still very capable of defending themselves.  Their own cannons had done a number on their pursuers' ship: Patches of missing metal had infested the surface, black char smeared from the many laser projectiles hurled at it, the damage was finally catching up with the spacecraft and began to shake violently, sending a tense tremor among the Axalon's crew.

"We have a hull breach in sector seven; guidance systems are failing!" the youngest crew member shouted as his optics scanned the vessel's diagnostics. Another violent quake rattled the bridge.

"Oh man, this is ridiculous! We're an exploration ship, not a battle cruiser!" groaned one of the pilots bitterly as he wrestled the controls to keep their craft steady.

"No choice, our ship was the only one that could lock onto Megatron's warp signature!" Optimus reminded his pilot, narrowing his optics at the fleeing Predacons ahead.

"Shields are doing a major fade!" the younger Maximal warned as the shield statistics on the screen began to flicker a dangerous shade of red.

"Plasma cannons to full power!" Optimus quipped and the weapon slowly hummed as it gathered its energy.

Meanwhile, aboard the Darksyde, things weren't faring much better for the Predacon occupants as their ship had been rocked from the Maximals' tenacity and constant weapon fire.

"Their shields are down!  Destroy them!" snarled one of the Predacon officers, who sat beside Megatron's flank.

"Now where's the fun in that?" the Predacon leader replied, a sadistic smirk forming across his face. "A little torment first, I think, yes.  Prepare the side gun!" his orders were carried out at once.  The Darksyde shifted to the left and decelerated, allowing the Axalon to catch up; soon both cruisers were side-by-side. Megatron chuckled to himself; right where he wanted them. "Fire!" shouted the Predacon leader.  Several hatches on the top of the Predacon ship erected upward, each revealing twin sets cannons that cracked as white flashes of energy shot out from the barrels, crashing into the side of the Axalon, sending another wave that sent the crew reeling.

"We've got a rupture! The stasis hold is failing!" the young Maximal yelled.  A loud groan echoed across the ship.  The Axalon's engines had been knocked offline!

"We're going down," solemnly concluded a larger crew member.  The ship was ultimately lost and it would only be a matter of time before the planet's gravitational pull would suck the crew into the planet's atmosphere.  Optimus cursed inwardly at himself; there were other protoforms on board the Axalon and it was unlikely that they would survive the crash, lest they take serious damage from the impact.

He wasn't going to take that chance.

"Launch all protoform pods, get them into safe orbit!" Optimus ordered, not allowing panic to overtake him.  The cruiser's stern hatch shot open and several pods were ejected into the orbit of the planet below, leaving a long row of capsules that would decorate the sky.  Optimus sighed with relief; for the time being they would be safe.  Now, with that potential crisis averted, Optimus returned his attention to the Darksyde, which was currently in the course of spinning around, preparing to take off and leave the Maximals to their fate.  Not this time; he was not going to let Megatron get away like this, if he was going to perish on this world, he was going to take this tyrant with him.

"All plasma cannons fire!" he barked.  The ship's guns discharged numerous blasts that struck the Darksyde, leaving large holes within the hull. The Predacon vessel soon halted its ascension and the gravity clenched around the Darksyde, pulling it downward alongside the Axalon.  Megatron let out a yell of anger and frustration at this sudden turn in events.  His chances of escape, his vision of leading a galactic conquest, and basking in unimaginable glory had just been dashed by these persistent Maximals!  The cruisers of both factions began to violently descend toward the surface of the planet below.  As both ships continued their plummet, they began to separate, flying in different directions while red casings of fire began to take shape, encompassing their hulls.

"Everyone, get to the escape pods!" Optimus said over the spacecraft's increasing rumbles.

"What?! You're saying that we should abandon the Axalon?!" shouted the pilot in shock at the prospect of leaving the vessel he's flown many voyages with over the years.

"Would you rather get vaped?!" the younger Maximal yelled, leaping from his post and made a mad dash down the ship's hall.

"Optimus is right; like it or not, we can't save the ship this time.  Going down with it won't change that." added the larger crew member.  The pilot gave a conceded groan of despair but eventually nodded and the two headed off in the same direction as the other maximal while Optimus ushered them, not wanting to leave until he was sure his crew's safety was ensured first.  Once the others had left the bridge, the Maximal leader took off after them.  The crew stumbled about on their way to the pods, clinging on to whatever they could in order to keep themselves from falling and potentially being thrown about the corridors.  The Maximals rushed into a holding room where numerous escape pods remained stationary.  With a few pushes of buttons here and there, the tops popped open and the crew leapt inside, shutting the lid afterward.  The pods were promptly ejected from the ship and four large capsules soared across the sky, gaining distance from the ship that plunged towards the surface.

Out of the corner of Optimus's optic, he could have sworn that he had witnessed some pods being launched from the Darksyde as well.  Now ten pods were descending towards this unknown world below them.  The capsules began to light up from entry and several bright shapes soared across the night sky.  The last thing Optimus saw was his pod smashing into the ground, dirt being propelled upward from the impact.  The Maximal leader was thrashed about in his pod before everything went black.

In the small little town known as Ponyville, everypony had settled in for the night and had gone to sleep to help prepare for what tomorrow might bring.  Everypony except for one that is, it was a unicorn mare, with purple fur, a dark colored mane and tail with a pink stripe going through both, and a cutie mark.

Her name was Twilight Sparkle.  She lay on her bed staring upward, looking like she had no intention of sleeping.  Why was she wide awake staring up at the ceiling while her friends slept peacefully?  Well while Twilight would love nothing more than to drift off into slumber, she just couldn't stop replaying the events that had transpired only mere hours ago: she, her friends, her sister-in-law, and her brother worked together to stop the evil King Sombra from taking over The Crystal Empire and taking the Crystal Heart.  Princess Celestia even said that she had passed her test!

So why wasn't she taking this opportunity to close her eyes and drift off into slumber land?  What possible reasons could there be?

She had two reasons.  The first was that no matter how many times she has done it by this point, it was still hard for her to grasp just how surreal this all felt.  Before moving to Ponyville she was just known as Celestia's faithful student, now she's Celestia's faithful student, and a bearer of one of the Elements of Harmony, and has managed to help save Equestria on numerous occasions by now.  No matter how much it kept happening, Twilight still had a hard time believing this was actually real.  The second reason, is that the more times she and her friends save Equestria, the more nervous she feels about what threat comes next.  It feels like every time they stop a threat in its tracks, another more terrifying threat comes to takes its place. She knew that over-thinking it like this wasn't going to do anything, but sometimes it was hard for her not to think about it.

Twilight sighed before sitting up and looking out her window at the night sky, hoping that she could relax her body just a little.  It was then that she noticed a group of bright flashes falling from the sky.

Well that's odd… Twilight thought to herself, Princess Luna said that she wasn't planning on doing another shooting star shower for at least another month or two.

Figuring it was a matter that could wait until the morning to investigate or at least make some plans to consult with Luna about this unexpected incident, Twilight decided to at least try to get some sleep; key word being "try".

Little did Twilight, or anypony else for that matter, know that this was not the true nature behind this supposedly cosmic phenomenon.  This was an event that had a scale none would have seen coming, one that would likely change Equestria forever...

Chapter 2: "First Awakening"

It was nighttime and the diamond dogs, despite their love for gems, had decided to call it a day and hit the sack for the night.  They’d resume their crystal collecting at dawn as they always had.  The three leaders—Rover, Fido, and Spot—had all settled in on piles of jewels of all sorts of types, colors, and sizes where they began to drift off into slumber.  Their snooze didn’t last long, however, as there was a loud and deafening crash that rumbled directly above their caverns, quaking the ground and toppling gem piles, one of which Rover was lying on and he ended up being submerged in the colored stones.

"What was that?” Fido scratched his head.

“I don’t know, but it came from above…” Spot pointed upward.

“Let’s check it out.” Rover replied, pulling himself from underneath the jewel pile.

The dogs clawed their way upward, emerging above the ground where they were met with a phenomenal sight.  A few feet away from their opening laid a large, metallic object that was shaped like a capsule.  It had left behind a trail of dirt and toppled trees in its wake and smoke was still emanating from the pod as the outer casing slowly began to cool.  The three dogs were left dumbfounded as they haven’t seen anything quite like this before.

“What do you think it is?” Spot asked as the trio pulled themselves out of the crater and approached the construct.

“I… have no clue.” Rover said, stumped.

“It’s awfully shiny though…” Fido noted. “Think it’s some kind of new gem?”

“Ooh, a new gem!  That’s something we could use more of!” Rover rubbed his hands together, greedily as he eyed the pod.  Before the hounds could make a move, however, a voice rang out.

"Scanning for nearby lifeforms in progress…”

“Eh?  Who said that?” wondered Fido as the diamond dog leaders rotated their heads, glancing over their surroundings but found no interlopers in sight.  Their attention was diverted back to the capsule before them as a rod with spherical shape emerged from the side, reaching towards the sky.  Their confusion deepened when a large, yellow, transparent film extended for as far as the eye could see.  Slowly, the yellow sheet rotated, heading towards the dog leaders.  The three curiously eyed the holographic layer as it harmlessly flowed over them and then disappeared.

“Scanning complete,” Echoed the voice once again before the rod retracted into the pod.  Sounds unknown the canines emitted from within what they believed to be some new gem and the top suddenly popped open with a loud hiss.  Steam poured from the slit, disappearing into wisps as a hand slowly emerged and grasped the lid.  With a grunt, the figure propelled the top, throwing it outward to create more room for itself.  The shape climbed out of the capsule, standing fully erect.  It stepped forward into the view of the organics that now stood before it and coughed.  What perplexed the dogs the must, however, was that this being was another diamond dog, like them, mostly resembling Rover in appearance, though the fur was a lighter shade of grey while the vest and collar were completely absent from its frame.

“Ah, man!  That was not a very pleasant trip, that’s for sure!” whined the new mongrel in a Brooklyn accent.  His eyes then met the other hounds who were staring at him with flabbergasted expressions. “…Uh… hello?  I come in peace?” the dog spoke again, sheepishly scratching his head.  Silence.  The new dog turned his head and whispered into his shoulder.  “Computer, what’re these things?  Mind givin' me a little help here?”

“No data entry available.” the voice from within his circuitry replied.

“Slag…” he muttered.  The diamond dog trio said nothing, they just looked on at this supposed fellow member of their species.  After a long, awkward string of silence, Rover finally found the nerve to ask the most important question that came to mind.

“Do you have any gems?”

The other canine stood there, completely dumbfounded.  Did they really just ask him that?  So far, the locals on this world weren’t leaving a good impression.

“I just fell from the sky in a pod and the first thing you ask me is if I have any gems?” he replied, just flat out stupefied.  The alpha males all looked at one another for a few seconds before refocusing on the newcomer, nodding, almost expectantly for some jewels.  The fourth dog couldn’t help but facepalm at their lack of common sense.

“Sorry to disappoint, but I don’t have any of those little trinkets you’re concerned with,” he answered, figuring he’d answer their inquiry to move the conversation along.  “Anyway, where the heck am I?”

“You’re on top of our mines.” Fido replied, gesturing to the numerous holes that surrounded them.  The other dog gazed at the craters that littered the ground then back at the other hounds.

“Mines?  Is that why you’ve dug all these holes?  One wasn’t enough for ya?” He crossed his arms.

“Well, how else are we going to find gems?” Spot pointed out.

“There they go with the gems again.” the fourth dog thought to himself as he pinched the brim of his nose.  “Are gems the only thing you three think about?” he had just about had it with their gem fetish.  “No wonder you live out here by yourselves!  Ain’t this just dandy?  I lose my ship, I get separated from the others, and to add insult to injury, I’m stuck here, conversin' with a bunch of filthy mutts who’ve been scanned as my new alternate mode… just fantastic.”

When he looked back at the three dogs, he realized that they were growling at him.

“Who’re you calling filthy mutts?” Rover snarled.

“Um, are you deaf or just plain stupid?” the other dog quipped.  “You’ve heard me just fine the past few sentences, so I guess that narrows it down, doesn’t it?” The trio’s growling deepened at this apparent insult and Rover let out a howl.  Within seconds a large contingent of diamond dog guards had burst from the ground, weapons in the form of spears, in hand.  It was at that moment that the newcomer came to the realization that he might have had a bad voice of words.  He slowly began to back away, putting up his hands in self-defense.

“Whoa, whoa, whoa, no need to get excited here… let’s just take this easy, nobody needs to get hurt…” he began but the only response he got was a spear being hurled in his direction.  The dog yelped, ducking as the projectile flew straight over his head and buried itself several inches into a tree. “Alright, that about does it.  You want to get nuts?  Let’s get nuts then!”

He knew that now would be a good time to use his more… powerful mode.  However, he needed a name to go along with his newly given form.  Since these curs had a single mindset related to gems, he figured he could go along with it but make it sound more appealing to him and others… mostly him, though; and he knew just the name to dub himself.

“Paragon, Maximize!”

The diamond dogs’ eyes widened as they watched the new dog begin to undergo some kind of…transformation.  The dog stood on his two front legs while large clawed hands emerged from his hind legs.  The head shifted towards the back of the being, leaving a hole that allowed a new head to emerge and take its place.  Its ‘eyes’ were glowing yellow, it possessed a small snout with a black helmet encasing the remaining portions of its head.  The tail coiled into a small bun on his back, right beneath the head of his dog form.  This new creature towered over the diamond dogs, almost three times their size.

This ‘dog’ was really a giant robot!

“Alright then…” the robot emitted a growl of his own.  “Who wants some?”

The pack of dogs looked at one another, completely taken aback by this sudden development, though one of the guards worked up the guts to propel another spear at this behemoth but it was swatted away by one of the robot’s large hands.  Paragon scoffed at this, “Don’t worry, there’s plenty of me to go around!  You want to see real weapons?” his thighs opened up and two small, rectangular devices popped out, landing in his hands.  He pressed two buttons on the ends of them and a small dial began to turn, accompanied by steady beeping that began to gain speed.  “Explosives!  Never leave Cybertron without ‘em and I’ve got two of ‘em right here with your names on these bad boys!  Eat ‘em and weep!” he tossed the charges in front of his foes’ feet and the mines’ detonated in a large blaze.  The shockwave of the explosion caused the ground beneath the diamond dogs to give way and they tumbled back into their mines below with yelps and whimpers echoing as they sank out of sight.

A loud thud followed seconds later.

Paragon laughed.

“And THAT’S what you get for messin’ with the demolitions expert!” he chortled as he turned to leave, though didn’t make it very far before he felt an object collide with his head, nearly knocking him for a loop.

“OW!” he massaged where the item had struck.  He turned and picked up what had hit him.  It was a piece of coal with a singular word carved into it.

Jerk.

The Maximal grumbled, chucking the lump of coal over his shoulder where it fell back down the hole, and departing from the mines.

Paragon walked for what seemed like hours—in reality, it was about fifteen minutes or so, he tended to be impatient that way--but got little more than mountains and the occasional trees.  He tried his comm link to get ahold of any of his comrades.

“Optimus, come in.” Paragon spoke.

Static.

“Optimus, respond, do you read me?  Come on, don’t do this to me.”

Nothing.

“Is this blasted comm link even workin'?!” he shouted in irritation as he tapped the side of his head.

“Energon fields have severely reduced communications equipment’s efficiency," the computer voice chimed in.

“Gee, that would have been nice to know before I got out of the pod!  Thanks for nothing, ya hunk of junk…” he mumbled.

“You’re welcome,” the automated voice replied, earning an exasperated groan from the maximal.  Suddenly, his body quickly began to grunt in pain as his body started to stiffen and occasionally jerk involuntarily.  Light blue veins of electricity crackled across his entire body, appearing and reappearing every few seconds.

“Wh-What the slag is happenin’ to me?!” he demanded.

“Energon surge.  The planet possesses a massive supply of Energon; too much Energon.  Sustained exposure will cause critical and permanent damage.  Transform into beast mode immediately.” The computer recommended.  Paragon didn’t need to be told twice as he wasted no time in converting back to his dog mode.

“… That would have been nice to know, too!” he facepalmed.  “Man, this is just bogus!  Not only is there Energon, but there’s too much of it, I’ve got no communications, I have a time limit on my robot mode, and to top it all off, I still don’t know where my teammates are!  For all I know, they could be offline and I’m stuck here on this blasted planet!  Fantastic!” Paragon finished his rant and continued his journey to find civilization and ask for some help or his fellow crew members, whichever came first.

I'm gonna die.

It wasn't until morning that Paragon finally found some form of enlightenment when he spotted a town.  He couldn't help but sigh with relief.  “Finally!  Thank the Matrix!  Maybe, I can finally get an idea of where the heck I am!” he cheered as he quickened his pace.  “I just hope it’s not full of those scrap eating mutts...” His progress was brought to a complete and sudden halt, however when something tackled him.  The Maximal staggered backward, letting out a surprised yelp.  He looked down at what had hit him and found that it wasn't a something but someone.  Upon further examination, he had noticed that this…thing was some kind of animal and it looked to be hugging his mid-section.

I’m being hugged by this pink and fluffy…thing?  Oh, man, I just know I’m not going to like this…

He lifted one of his arms and poked at the ball of hair a couple times.  Whatever tackled him finally looked up, meeting his gaze… and on its face was probably the biggest smile the Maximal had ever seen in his life.

“Hi there!” the pink creature said in the happiest, go-lucky, sugar-coated, and cheerful voice possible.

Oh yeah… I’m SO not going to like this… Paragon groaned internally, finding this little life form’s smile to be unsettling.  “What the slag are you doing?!” he grunted, trying to pry the pink ball of fur off of him but to no avail for her grip was like iron.

Jeez, she puts the likes of Optimus’ grip to shame! He continued to struggle but found no success.  “Would you get off me already?!” Paragon was howling at this point, thrashing and shaking, anything to get this giggling parasite off of him!

“Fun!  Fun!  Fun!” was the only response he got from the giddy creature.  Paragon finally tired himself out and collapsed onto his back. Paragon finally tired himself out and collapsed onto his back. He then realized that he may have to resort to that word. That one word he hated saying with a passion. He sighed and steeled himself.

“Would you… please let me go?” he asked.  He could not believe he just said that.  For Spark's sake, this whole scenario was embarrassing enough! At least the others weren't around to see it, otherwise he'd never hear the end of it.

“Okay!” the happy, pink animal finally let go but remained bouncing in place in front of him.  Paragon sat up, feeling like he wanted to punch himself for having to go to such an extreme.  He growled.

“Jeez, someone had a power surge!” he groaned.  “Who are ya, anyway?!”

“I’m Pinkie Pie!  I love fun!” the pink being replied, smile still wide on her face.

“Pinkie Pie?  And I thought my race had weird names…” he muttered.  “What kind of parents name their child ‘Pinkie Pie’ and who thought ‘Yeah, that’s a great name!’?”

The pink creature continued to bounce up and down, “Fun!  Fun!  Fun!” this prompted Paragon’s eye to twitch as he had found this thing to be severely annoying.   He was almost beginning to miss the diamond dogs.  At least their mindset was tolerable!

“What are you?!”

“I’m a pony, silly willy!” she replied with a load of optimism.

“What the heck is a pony?” before he could get an answer, however, he felt something grab onto his leg, prompting the maximal to yip and look down.  Much to his dismay, he found another pink ball of fluffy hair.  “Oh, don’t tell me…” his thought never finished as the thing holding his leg looked up and had an all too familiar smile on its face.

“Hi!  I’m Pinkie Pie!  I love fun!” she said.

“What the heck?!  I know that!  How did you--?!” he began before he realized there were now two of these pink ponies grinning at him.

“Are you two twins or something?!”

“Fun!  Fun!  Fun!” the two ponies chanted in unison.  Paragon’s optic twitched again as he suddenly remembered that he had an appointment somewhere else…anywhere else.  He slowly began to back away from the two and when he turned around to make a run for it and get as far away from these smiling abominations as possible, his optics shot wide open.  What he saw next would haunt him till he went offline.  An entire mob of bouncing, overjoyed pink ponies were staring right back at him.

“Hi!  I’m Pinkie Pie!” they all greeted.

That did it.

“AAAAAAAAAAAAAAAAAAAAAAAAAGH!!!!!!!!!!!!!!!!!” Paragon shouted at the top of vocal processors into the sky while clinging onto his head with both hands.  Whatever sanity he may have had left had been completely diminished.

“Hey, everypony, look!  It’s Ponyville!” one of the Pinkie Pies shouted happily.  The rest cheered with joy and bounced toward the town, having completely forgotten about the maximal who had lost his battle to cling onto sanity.  He stood there alone before collapsing.  He covered his eyes and took long, deep breaths, trying to recover from the whole ordeal.

“Uh, excuse me?” rang out a very familiar voice.  Paragon took his hands off his face and looked up.  There, standing mere inches from him was yet another pink pony!  He was this close to screaming again but this one wasn’t bouncing or giggling or hugging him.  She just stood there with a slightly concerned look on her face.  “Hi, I’m Pinkie Pie.  I’m looking for a bunch of ponies that look just like me.  They bounce up and down and like to have fun.  Do you, by any chance, know where they might have gone?”

Paragon just stared at the pony in question.  After a moment or so, he lifted a paw and pointed in the direction of the town, “They went that way.” he said, blankly.

“Okay, thank you!” the pink pony quickly ran in the direction he pointed out.  He just watched her go and he was debating on whether or not his main processors had a glitch.  He had a feeling that he wasn’t going to like this planet…at all.  But then he realized he still hadn’t asked for directions or where he was and that pony was the only local he had seen so far.  He began to stand up and contemplated on following her when he heard more voices behind him.

“Hi!”

“GAAAAAAAAAAAAAAAH!!!!!!!!!!!!”

Paragon, having lost his grip on reality once again, took off for the Everfree, leaving behind three bewildered looking fillies.

“What’s with him?  All we did was say ‘hi!’.” the white unicorn named Sweetie Belle said.  Her companions, a yellow pony with a bow in her hair named Applebloom and an orange filly Pegasus named Scootaloo.

“Beats me.” Apple Bloom replied.

“Whatever, he’s probably just some weirdo.  Now come on, we need to go find our cutie marks!”  Scootaloo exclaimed.  “Let’s try being rock climbers!”

“Yeah!” The trio high-hoofed.

“CUTIE MARK CRUSADERS: ROCK CLIMBERS!”

Chapter 3: "New Flyer...Sort Of"

To say that Rainbow Dash had been on a roller coaster ride of highs and lows throughout the past couple days would be an understatement.  First, she gets accepted into the Wonderbolts academy, a dream come true for her.  While there, she met a new flyer and friend in a fellow pegasus named Lightning Dust, though things took a swerve when Rainbow found out that she was slotted as the wingpony to said new friend instead of leadpony.  As it turned out, while Lightning Dust was a great flyer, she was also much more reckless than Rainbow initially thought, then said recklessness led to her friends nearly getting seriously hurt, which resulted in Rainbow telling Wonderbolt commander Spitfire that recklessness shouldn't be rewarded and quit.  However Spitfire took Rainbow's words to heart and not only asked Rainbow to come back (which she did), but promoted her to the leader position while Lightning Dust got demoted.  And now Rainbow was leading a small group of fellow Wonderbolt trainees.  It had definitely been quite an eventful few days.

So now here she is, climbing her way up the ladder of success, and taking another step to achieving her dream of becoming a true, blue Wonderbolt.  Everything was definitely going her way… well, almost everything was going her way.

"Thunderlane, if you don't quit pulling back to flirt with Cloudchaser I'm gonna buck you so hard in the face, your own mother won't recognize you!" Rainbow yelled behind her as she guided the cadets on a drill.

"Sorry!" the black colored pegasus stallion named Thunderlane shouted back in a panic.

See, Spitfire told her that until they could find her a suitable wingpony for her, they decided to put her in charge of helping out a group of flyers, leader and wingpony position non-withstanding, that have the lowest scores in the hope that Rainbow can help them improve.  This group consisted of Thunderlane, Bulk Biceps (AKA Snowflake), Cloudchaser, Meadow Flower, and Sightseer.

Two days ago, Rainbow was ecstatic about the opportunity.  Now, though?  Rainbow had never yelled so much in her whole life.

Thunderlane wouldn't stop flirting with Cloudchaser, Meadow Flower consistently veered off course, Sightseer kept doing a barrel roll while flying for some reason, Cloudchaser wouldn’t stop talking, and Bulk had trouble keeping up.  Dealing with these specific problems alone wouldn't be so bad, but dealing with all these problems at once was another issue entirely.  However, Rainbow was far from ready to quit just yet.  She was gonna get her fellow cadets  on the road to success, even if it killed her.

"Meadow Flower, the flight path is this way!" Rainbow shouted.

"Oops, my bad!" Meadow Flower yelled back, getting back in formation.  Rainbow sighed internally, this journey to success was going to be a long, painful one.

"Okay guys, just a little longer and we'll be at the rest stop!" Rainbow told her group, much to everyone's relief.  However, Rainbow came to a sudden stop, causing the group to come to a screeching halt behind her.

"Jeez, would it kill ya to give us a heads up when you're gonna stop?!" Thunderlane shouted.

Rainbow didn't respond.

"Uh… hello?" he asked, but was met with silence.  The stallion leaned over to Cloudchaser, "What's with Dash?"

Once again, he got no response.

Thunderlane soon took notice that not only was Rainbow silent, but so was everypony else in the group.  The black colored stallion flew ahead in front of them, determined to figure out what was going on.

"Hey, what's with you guys?" He asked when he noticed that everyone's eyes were glued down at something below.

"What the heck are you looking at--" Thunderlane's sentence died the moment he looked down.  There, embedded on the edge of the island the Wonderbolt Academy was placed on, lied a strange looking, capsule-shaped object.

"Whoa," was all that Thunderlane could muster.

The object was shaped like a large capsule and, from the looks of it, had been here for at least a couple of days.  No one could tell for sure.  What was most unsettling, was that it didn't appear to be made out of any material that Equestria could conjure up.  Their eyes caught a faint, red light that flickered on and off as the pod just sat there, idle.

"What... what isthat?" Sightseer asked, finally breaking the silence.

"Your guess is as good as mine." Rainbow said with a small shrug.

"You think it has something to do with Wonderbolt training?" Meadow Flower inquired as the team drew near.  Their curiosity turned to confusion when a mechanical voice rang out from the pod.

"Organic life forms identified within range.  Beginning scanning process." A computer voice interrupted the team's curiosity as a prod extended and a yellow film shot out from it, rotating around the surrounding environment, passing harmlessly over everything on its way.

"WHAT IS IT DOING?!" Bulk exclaimed.

"Why are you asking us?" Cloudchaser asked as the transparent sheet passed over them.  The prod retracted into the capsule once it had finished making a full rotation of the surrounding area.  A slight rumble was heard emanating from the interior of the craft and the pod's lid then popped open, a screen of smoke leaking out and flowing across the pegasi.

"Everypony, get back!" Rainbow shouted.  They looked on at the pod as it opened.  From behind the smokescreen, the team could see the shadow of another pegasus standing up.  By the looks of it, this figure was a few inches taller than them.  Though, what was perplexing was what the heck a pegasus was doing in something as foreign as this pod?

"Wait... so all that thing had in it was just another pegasus?  What a rip off!" Thunderlane said before earning a hard punch to the side by Cloudchaser. "Ow!  What was that for?"

"For being an idiot," was Cloudchaser's reply.

"Enough bickering, you two!  We need to be focused here." Rainbow said.

The smoke had finally cleared up and what stood before them was a pegasus with bright yellow fur, a black, messy mane, and green eyes.  On his flank was an odd 'cutie mark'... if one could even call it that.  It was red and had the shape of an animal that none of the pegasi had seen before and, considering the world they lived in, that was saying something.  The pegasus gave a small yawn and stretched out his hooves and wings.

"Man, I needed that..." he sighed with relief as he straightened his posture.  His eyes fell on the silent pegasi, who gaze upon him in awe.  There was an awkward moment of silence festered between them before the newcomer finally decided to break the ice. "Uh... hi?"

No one knew what to respond with.  No one except for one Rainbow Dash who flew right up to the unknown pegasus with a small glare in her eyes.

"Alright buster, you've got some explaining to do," Rainbow said. "Who are you?  What's with that thing you just came out of?  Where'd you come from?  Are you some kind of spy?  And what the heck is that cutie mark of yours supposed to mean?"

"Whoa, whoa, whoa, let's not get excited here," the pegasus replied, holding his hooves up in defense. "I don't even know where I am… or who or even WHAT you all are.  I'm not here to harm anyone, I'm just separated from my friends, is all.  I can't exactly control where my pod lands." He added.

"Wait, back up a sec.  Did you just say you don't know what we are?" Sightseer asked, looking confused.

"No offense, mister, but how can you not know what a pegasus is when you are a pegasus?  That doesn't make sense." Cloudchaser said.

"Maybe the dude has amnesia?" suggested Thunderlane.

"That can't be, he seems to remember he has friends and he remembers what this… thing he was in is." Meadow Flower pointed out.

"WHAT'S WITH YOUR CUTIE MARK?!" Bulk yelled.

Everyone gave Bulk a look before turning back to the newcomer.

"Oh, well, about that...would you believe me if I said I was an alien from another world who can take on different forms to help blend in?" The pegasus inquired, knowing how crazy it sounds, but is giving an honest answer.

"... You're an alien?" Rainbow asked, with an eyebrow raised, not believing what she had just heard in the slightest. "Prove it.”

He had a feeling she would say that.  The pegasus got a bit shifty, not exactly knowing how they would take it.  He drew in a deep breath and steadied himself.

"Alright, since you asked for it.  Maximize!"

The pegasus stood upright as the head shifted onto his chest, acting as a plate.  The bottom portion of his torso rotated 180 degrees, allowing the hind-hooves to bend forward, acting as knees.  Hands emerged from the bottom of his forehooves, metallic fingers stretching outward.  His black mane slid down vertically onto his back while a head shot out from the top of the body.  The head was yellow, possessed a gleaming, gold visor and a mouthplate.  This new lifeform now towered over the cadets by a few feet this time.  The robot splayed his arms outward.

"Ta-da!"

There was a loud, collective thud as the entire group of pegasi, with the exception of Rainbow, proceeded to faint.  With Bulk letting out a high pitched girly scream before fainting himself.  While everyone else was down Rainbow just stared, her jaw practically hitting the floor.

"This...is...AWESOME!" Rainbow shouted.  She started flying around the alien, while wearing a big grin.

"Ohmygoshohmygoshohmygosh! I'm talking to an alien robot!  Best day-wait a second." Rainbow interrupted herself, a rather important question pushing itself into her mind. "How do I know you're not an evil robot?"

"Well, if I was, I would have immediately transformed and started to attack you guys." The robot pointed out. "What reason do I have to harm you?"

Rainbow thought about it and this robot did have a point.  If it was dangerous it would have attacked them by now and there's no way that this guy could be a spy, because if he was then she would have to say he is the worst spy she had ever seen.

"You got a point there... uh...Hey do you by any chance have a name?" Rainbow asked.

"Umm... not really," the robot rubbed the back of his head.  He did have a name back on Cybertron, but it was a little embarrassing and he didn't exactly think telling a pegasus he barely knew would be a good idea.

"Well, we can't keep calling you robot. That's going to get old real quick. Any ideas?" Rainbow asked.  The robot glanced at Rainbow's flank and took note of the rainbow streaking down from a cloud like a bolt of lightning--a light bulb went off in his head.

"I think I’ve got one.  That little picture on your leg just hatched an idea.  What about... Blitz Streak?" He suggested. "Not a bad name, has a nice ring to it, sounds fast and stylish."

"Blitz Streak.  I like it.  Though word of advice, don't stare at a pony's cutie mark for too long.  Other ponies will get the wrong idea," Rainbow said, "Speaking of cutie marks, you may need to think of what yours is supposed to mean."

Blitz couldn't help but tilt his head, his own interest peaked.

"Oh, so those are what those pictures on your sides are called?  Do they mean some kind of secret code or something?"

"Well, think of it as a way of telling you what your special talent is." Rainbow explained.

"Special talent...? Well, what's yours...?"

"My special talent is being an awesome flyer!" Rainbow boasted.

"An awesome flyer, huh?" Blitz inquired. "Mind showing me some moves, uh...I'm sorry, but I never got your name?"

"The name's Rainbow Dash and prepare to be amazed!"  And with that, Rainbow streaked up into the sky and proceeded to slam through several clouds, occasionally creating a loop in her technique, zipping to and fro without pause.  Blitz Streak just looked on in awe as the cyan pegasus performed her stunts before she had finally finished and was now coming in for a landing.

"Wow, I have to admit, those moves were ultra-gear!" He complimented as Rainbow touched down in front of him.

"You're darn right! I told you I was--" Rainbow stopped herself and gave Blitz a look, "Hey, I don't want to alarm you or anything but you're starting to spark up real bad." She said as she pointed out the electricity coming from Blitz's robot form.  The Maximal was perplexed as to what she was talking about, but then his body suddenly stiffened as he collapsed to his knees, grunting as this was starting to actually hurt now.

"W-What the-?! I-I can't move!"

"Energon surge. Overabundance of Energon build up will cause permanent damage to robot mode. Transform immediately." The robot's internal computer rang out.  Blitz slowly transformed back into his pegasus form and sat, rubbing his head with a hoof.

"Uh, mind explaining what that was about?" Rainbow asked.

"Apparently this world has too much Energon.  I can't stay in my robot mode for more than a few minutes otherwise I'll short out.  In other words, I'll get fried from the inside out.  Seems like this pegasus form is my only protection against it." Blitz tried to sum everything up in a very simplified manner.

"What the heck is Energon?" Rainbow asked.

"Energon is basically our energy source back on Cybertron.  It's what we use for fuel, power, you name it." Blitz explained.

"So wait, if it's found on your planet then why is this stuff here, in Equestria?" Rainbow asked.

"That's where I'm stumped..." Blitz frowned. "I didn't know there was any Energon here, I'm just a rookie in my crew, I'm not exactly on the ball about the whole situation at the moment, and I'm more worried about my friends."

"Yeah, you mentioned your friends earlier.  You got some way of communicating with them?" She asked.

"I can try." Blitz turned on his comm. "Blitz Streak to Optimus, are you reading me, Big Bot?" A loud burst of static was all he got and he immediately switched it off, rubbing his ear. "Okay, apparently the comms are out...isn't this is just great, I'm marooned on this planet, my communications doesn't work, my friends are MIA, and so are the Preds… what a great day I'm having..." he sighed.

"Preds? What the heck are--" Rainbow's sentence was cut off when she heard a loud snore from behind her.  It was then that Rainbow remembered that her team was still unconscious. "Are these guys STILL out?  Come on, you weren't that scary."

"I guess they just didn't know how to take seeing an alien.” Blitz shrugged.

"Well, before we do anything, we need to deal with these guys first." Rainbow said.

"Are they going to be alright, though?" Blitz inquired. "What are we going to do with them?"

"Eh, they'll be fine. We just need to wake them up is all, though we might want to leave out the 'you're an alien' part." Rainbow suggested.

"What about my pod?" Blitz reminded, gesturing to his craft behind him.

Suddenly, as if fate had heard his problem, the piece of cloud that supported Blitz’s pod, broke off and it fell to the ground below.  The two pegasi watched it plummet with dumbfounded expressions.  Soon, it had faded out of sight.

"Well... I hope you didn't have anything valuable in that."

"I hope that didn't hit anybody." Blitz facehooved.

"The academy is just over a large grassy field, a safe distance away from anything and anypony that could be hurt, we're good." Rainbow assured.

"It's finally done!  I, The Great and Powerful Trixie, have finally completed her new stage!" Shouted the unicorn named Trixie as she did a victory pose at finishing her stage.  It didn't last, for something heavy had fallen from the sky and landed right into her newly constructed stage, destroying it completely.

Trixie groaned.  "Oh, come on!"

"At least it saved us the trouble of having to deal with it ourselves, and right on time, too, because they're starting to wake up." Blitz pointed out as he gestured towards the cadets, who were beginning to regain consciousness.  Thunderlane was the fully regain his bearings.

"What happened?" Thunderlane asked, rubbing his head.  Everyone else eventually managed to fully recover and then looked over at Blitz Streak, their eyes widening in fear almost immediately.

"AH! ALIEN ROBOT!"

"Guys, relax."

"DON'T COME ANYWHERE NEAR ME, MAN!" Bulk shouted in terror.

"Guys, calm down."

"He's gonna destroy us all!" Meadow Flower exclaimed.

"Guys, just-"

"How do we know he didn't do anything to us while we were out?!" Sightseer asked in panic.

"Guys-"

"We're all gonna die!" Thunderlane and Cloudchaser screamed as they held each other out of fear.

"GUYS!" Rainbow screamed, finally getting everyone to stop their panic fest. Blitz gave Rainbow a small glare as he rubbed his ears, for they were a bit numb from her yell. "By the Matrix, that mare can shout!" he thought to himself.

"There is no robot. Okay? No. Robot." Rainbow said, stressing her point out as much as possible to get her message across.

"But-But what about that thing?!" Sightseer asked.

"What thing? I don't see a 'thing' anywhere." Rainbow said.

"What do you mean 'what thing?'? You know exactly what thing we're talking about!" Thunderlane shouted.

"What 'thing' would that be?"

"Are you serious?! It's right--" Thunderlane pointed to where the pod originally was but realized it was nowhere in sight, rendering the pegasus' complaint moot. "--there?"

"Nope, don't see anything there!" Rainbow shook her head.

"But it was there!  We all saw it!" Wild Flower chimed in.

"Suuuurrrreee you did. I think that training session messed with your heads or something." Rainbow said as she made a screw loose motion with her hoof beside her own head.

"WAIT A SECOND! HOW DO WE KNOW YOU'RE THE REAL RAINBOW DASH!?" Bulk shot at his leader.  Rainbow's face just melted into a deadpanned expression.

"... Seriously?"

"Yeah, he's right! How do we know you weren't replaced by some robot duplicate, huh?!" Cloudchaser accused.

"You guys are really losing it." Rainbow rolled her eyes.  Even Blitz found this to be a little sad to watch.

"Well, then prove it! Prove to us you're the real Rainbow Dash!" Cloudchaser challenged. Rainbow just sighed as she proceeded to give them their 'proof'.

"Bulk, your real name is Snowflake, Thunderlane, you were the one who threw up in Sightseer's lunch, Sightseer, you have a fear of chickens, Cloudchaser, you have a birthmark in the shape of a lightning bolt on your forehead, and Meadow Flower, you have an excruciatingly irrational hatred towards butterflies." She explained, going down each and every one of the cadets, pointing out things only their leader would know.

"OKAY, IT'S YOU RAINBOW!" Bulk said, convinced.

"Yep, that's definitely Rainbow." Cloudchaser nodded.

"That was you who threw up in my lunch?!" Sightseer shouted, glaring daggers at Thunderlane.

"Look man, I didn't mean to! I was just-wait, you have a fear of chickens?" Thunderlane raised an eyebrow.

"They are abominations with wings, I tell you!" Meadow Flower exclaimed, her voice dripping with hate.  Blitz stifled a chuckle at the secrets Rainbow had leaked.

"Told you so." Rainbow said, a small smirk gracing her face.

"So, if he's not a robot then who is he?" Cloudchaser said, pointing to the Maximal in disguise, having been thoroughly convinced that Blitz Streak was not some alien from another planet.

"Oh him? His name is Blitz Streak. He's... uh... he's the new groundskeeper of the Wonderbolt Academy.  Say hi, Blitz." Rainbow said, nudging the yellow pegasus who promptly raised an eyebrow at her, a little bit taken aback at her putting him in the spotlight, but decided to at least try and play along.  He gave a friendly wave to the cadets.

"Hey, how's it going?"

"HEY! I'M BULK! BULK BICEPS!" Bulk boasted a bit, flexing his muscles.

"Nice to meet you! I'm Meadow Flower." The pink pegasus smiled.

"Name's Sightseer, good to meet ya..." Sightseer greets as he absently chokes Thunderlane.

"I'm-ack!-Thunderlane-ack!-what's up?-ack!" The dark colored stallion rasped out.

"Hi, I'm Cloudchaser.  You seem nice.  Where do you come from?  Why'd you apply here? How long have you been a groundskeeper?  Is it fun at all?  It doesn't look fun.  What's with your cutie mark?  When-"

"Cloudchaser, you're doing it again!" Rainbow reminded.

"Oops, sorry! I tend to get off track," Cloudchaser replied, rubbing the back of her head in embarrassment.

"Whoa, um...I..." Blitz felt a bit overwhelmed by this abundance of pegasi now having their eyes concentrated on him.  It made him feel uncomfortable as he looked to Rainbow for support, having no clue how to keep this charade up.

"He doesn't talk too much, he's a little shy." Rainbow spoke, taking the heat off of Blitz, allowing him to have some breathing room.

"Uh... yeah... that's it..." Blitz felt like he wanted to punch himself. "Mind if I ask a question?  What exactly is this 'Wonderbolt' thing you are all talking about?"

The look of utter shock on everyone's faces told Blitz that might not have been the smartest question to ask.

"Ha-ha good one, Blitz!  You almost had us there for a second!" Rainbow said with a fake laugh, wrapping her foreleg over Blitz's neck.  To everypony else, it looked like just a friendly gesture, while in reality, she was subtly letting the robot in disguise know that he ought to refrain from questions like that.  Blitz looked at Rainbow and quickly got the message, a hue of embarrassment flushing his face.  Now he REALLY wanted to punch himself and just wanted to get away from here, feeling like he wasn't exactly helping out the situation in the slightest.

"Wow, you sure got me for a sec there," Thunderlane said, finally managing to get Sightseer away from his neck.

"So Blitz, has anyone showed you around the place yet?" Cloudchaser asked.

"Actually, I'm supposed to be the one showing him around," Rainbow stated.

"Oh, then maybe we can tag along so we can get to know Blitz better!" Meadow Flower suggested.

"That may not be a very good idea." Rainbow said quickly.

"How come?" Sightseer asked, tilting his head.

"Well, I was asked to show him around.  If Spitfire or anyone else sees you with me they might assume you're all trying to get out of training," Rainbow said hoping this little lie would be enough to persuade the team otherwise.

"She's got a point.  With how serious these other Pegasi take training, we're going to get into a lot of trouble, and a lot of trouble usually means a lot of yelling." Cloudchaser reminded the others.

"Celestia knows we've already had enough of that today." Thunderlane muttered.  Unfortunately, his words were in earshot of Rainbow, who proceeded to punch him in the foreleg.

"Ow! What was that for?" Thunderlane whined, rubbing his sore leg.

"For being an idiot." Rainbow replied.  Blitz chuckled a bit, finding the banter amusing.

"So, when were you going to show me around, exactly?  I'm curious." Blitz added, finally finding something credible to work with in this little act of theirs.

"Well, we're done with training for the day so we can do it now," Rainbow said.

"Hey, wait, what are we supposed to do while you're busy showing him around?" Sightseer inquired.  Thankfully, fate decided to intervene once more, in the form of a booming voice from the loudspeakers

"Attention, all cadets!  Lunch will now be served at this time in the mess hall!  Today's meal is hay burgers and horse shoe fries.  That will be all."

"Awesome!  Hay burgers!" Thunderlane shouted, speeding towards the cafeteria for some grub.

"YEAH!" Bulk agreed following suit.

"We're not done, Thunderlane!" Sightseer sped off after them.

"Well, I guess that answers that," chuckled Cloudchaser. "I'll go make sure Sightseer doesn't kill Thunderlane.  Come on, Meadow Flower."

"Okay. It was nice meeting you, Blitz!  See ya, Rainbow!" And with that, Meadow Flower and Cloudchaser flew off to join the rest of their team, finally leaving Rainbow and Blitz alone.

"Bye, hope you all have a good lunch!" Blitz waved them off and then sighed when they were fully out of sight. "Looks like that just leaves us, huh?"

"Yeah, is there anything you need?"

"Well, can you help me realize just where I am?" Blitz questioned as he gestured to their surroundings.

"Specifically?  You're at the Wonderbolt’s Academy.  Generally, you're in Equestria." She answered.

"Oh, speaking of which, what's a Wonderbolt, exactly?" Blitz inquired.

"They're a group of top tier flyers that do a ton of performances all over Equestria.  They also double as a military division." Rainbow explained.

"So, you're essentially a performer and a soldier?"

"Well, more like full-time performer and part-time defense division." She said

"You get paid just to show off?" Blitz raised an eyebrow.

"We get paid to entertain," Rainbow corrected. "It mostly involves speed and style."

"I see...that sounds like a pretty cool occupation." Blitz said. "I used to be a pretty fast one back on Cybertron."

"Really?" Rainbow made a mental note about that particular fact. "So, can you use those wings of yours or are they just for show?"

"What, these gizmos?" Blitz flexed his wings outward. "I can give them a shot." He smirked a bit.

"Can you even get off the ground?" Rainbow asked in a playful manner as she slowly hovered upward, her wings flapping at a steady rate.  Blitz gave a hesitant look at his wings before returning his gaze to Rainbow.

"Well... sure..." He said as he gave his wings a single flap. He managed to lift himself off the ground for a split second before he fell, hitting the floor with a dull "Oof!"

"Yeah, I thought that would be the case," Rainbow said, crossing her hooves. "I'm gonna have to give you a crash course on how to fly."

"I can lift off, I just need a running head start..." Blitz said as he looked at the cliff of the cloud.

"That might not be the best-" She wasn't able to finish for Blitz had ran and jumped off the cloud…only to start plummeting, his screams growing fainter by the second.

"Oh, pony feathers!" Rainbow shouted before she flew after the falling yellow pegasus. "Hang on, Blitz!" She yelled. She pounded against the wind with all her might, gaining speed and eventually swept underneath Blitz catching him in her hooves before making a curve back upwards and slowly landing back on the grass floor, letting him stand up straight.  Blitz had his eyes covered with his hooves before he noticed that he had just been saved from being turned into a messy mark on the grass.  He sighed with relief, wiping the beads of sweat from his face.

"Nice save... sorry..." He said, rubbing the back of his head in embarrassment. "Guess this is going to take some getting used to..."

"Never... do that... again..." Rainbow panted.

"Okay, I won't… until I learn how to actually fly." Blitz teased a bit with a smirk on his face.

"Not... funny!" Rainbow said, despite letting out a chuckle herself.  Blitz's grin grew wider, at least seeing he managed to give Rainbow some amusement.  That's when it dawned on him that he had been goofing off rather than focusing on what he should have been doing.

"Aw, slag!  I forgot about the others!  Where in the All-Spark am I supposed to find them?! Where can I started looking?!  How can I when I can't even fly?!" He rapidly sputtered out in panic.  As Blitz grew more and more frantic, Rainbow decided to butt in and do what any good friend would do in her position.

She grabbed hold of him and gave the panicking Maximal a hard smack across the face.

"Get ahold of yourself, man!  Look I know it looks bad, and I know we haven't known each other for long, but I'm gonna do whatever I can to help you."

"You're going to help me?  Despite not even knowing me for more than a mega cycle? Why?"

"Call it a gut feeling, but something tells me that that it would probably be best to lend some of my awesome talents to some pony in need--even if that pony is an alien robot." Rainbow said.  Though, while that was partially true she had another reason, she wanted to keep a close watch on him.  While he says he is not a threat, Rainbow didn't want to take any chances so she thought it was best to keep him in her line of sight for as long as possible, at least until she's absolutely sure he wasn't any threat to anyone… or himself after jumping off a cloud.

"Thanks, Rainbow, I didn't really think you'd just be flat out giving me your help.  Learning how to fly should make things easier from here on out… it certainly seems like it's a bit fun too." Blitz said. "Oh, I should mention that we ought to watch for any Preds.  They aren't as friendly as us, Maximals."

"What the heck is a Pred?" Rainbow cocked an eyebrow at him.

"I forgot to mention that.  ‘Pred’ is a term I use for Predacons.  They're the evil aliens you guys should be worried about.  I'm with the Maximals, another group who generally pursue peace, while the Predacons just want to look for trouble and conquer other worlds.  We were chasing them when we ended up crash landing on this planet." Blitz explained.

"Oh, well they don’t sound so tough," Rainbow said.  Now, she had a third reason to keep Blitz close by.  She didn't want to take on these Predacons without some backup.  Backup who at least knew what they were facing

"Believe me when I say that they can put up one heck of a fight!  These Predacons stole some Golden Disk from Cybertron and our ship was the only one in range to intercept their leader Megatron.  We got into a pretty intense fight, but in the end, both of our ships were badly damaged and we both plummeted to your planet's surface and we had to use the escape pods.  We're all completely scattered, Maximal and Predacon alike, I don't know where anyone is." Blitz went on.

"Whoa," Rainbow muttered. "Well, I guess there's no time to waste!  We better get you flying as quickly as possible."

"Where do I start?" Blitz asked eagerly.

"Well first, I got to fly you back up to the Academy and then we'll go from there." Rainbow raised a hoof, pointing up to the training grounds above.

“Right," Blitz replied, looking upward, gulping a bit. "Sorry about the whole jumping off the cloud thing… we were… higher than I thought."

"Don't worry, once you got those wings of yours working, heights aren't gonna be an issue." Rainbow said, patting his back.

"What about the rest of your kind?  Won't they find you carrying me a little odd?" Blitz asked.

"We'll just say you injured your wing and can't fly well right now."

"Alright, let's do this.  I'm usually not used to being in such a helpless position.” Grumbled the young Maximal.

"Relax, we'll get you back to being awesome in no time," Rainbow assured. "Now, hang on tight, this is going to be fast!" Blitz did as he instructed as he clung onto

Rainbow's back, making sure he was in a good posture.

"Is this good enough?"

"Perfect.  And here we go!" Rainbow bolted upward, flying fast and high into the air.  Blitz's mane was brushed back as Rainbow rocketed upward, the wind hitting his face as he hung onto the cyan pegasus.  It felt great, flying at such a speed!  Not even a minute passed and already they were back up onto the floating land that was the Wonderbolt Academy.

"What a rush!" Blitz laughed. "That was amazing!"

"Of course it was!" Rainbow bragged.  "Why wouldn't it be?  I'm the most awesome pony around!"

"With skills like that, I can't see why you wouldn’t be!" Blitz chuckled.

"My point exactly!" Rainbow grinned. "Now, come on, we’ve got to get moving." She said while slowly going forward.  The pegasus stopped and turned back to Blitz. "You coming or are you just gonna stare at my flank as I walk away?" Rainbow teased again in a playful manner.  Blitz blinked twice and felt his face flush again.

"W-What?!" The temperature in his face rising as he followed her. "I'm not like that!"

"Riiiiiigggghhhhht of course not," Rainbow replied, sarcasm dripping from her voice with every word, her smile still plastered on her face.

"I-I'm not!" He sputtered out, starting to laugh a bit himself, a smile appearing on his face as well.  He followed his newfound private tutor to begin his first lesson in Flying 101.

"Wow, I gotta say, for a beginner, you're getting pretty good." Rainbow said.  After showing him around, actually getting him a job as the academy groundskeeper (It probably helped that Blitz said he would do it for very little pay), and showing him where he'd be staying for a while, Rainbow had finally begun to give Blitz a few flying lessons.  Despite not having much experience with flying in general, the young robot was learning quickly and he was already flying and hovering like any other pegasus would. Blitz hovered in place, excitement filling his voice.

"I didn't expect to learn this quickly, but then again I did have a great teacher." he complimented Rainbow's skill.

"Oh, please do go on," Rainbow said, waving a hoof. "But seriously you're doing really well.  Maybe when I show you how to fly faster we can have a race or something."

"I'd love that!" Blitz smiled. "Then I can show you what the ole' Golden Rocket can do!  Now I can at least go out and try to search for my friends while also maintaining a low profile here at this Academy.  You won't tell anyone of my real form, right?  This is just between you and me?"

"Pfft! You've got nothing to worry about, I won't tell a soul," She said.  While this didn't seem like the best course of action, Dash figured it'd best to observe everything herself, for now, then going to her friends and/or the Princesses.

"Thanks, I really don't want to stir up a scene." Blitz said. "At least not yet, given by how your team reacted.  But, if any Preds do end up having the guts to show their ugly mugs here, I'll take care of them."

"And I'll have your back," Rainbow smirked. "Those Preds don't stand a chance!"

"With your speed, they won't know what hit them!  At least until I scrap 'em." Blitz pounded his hooves together.

"Exactly!  But we'll deal with that stuff later, right now we need to get back to work so get into flight prep position, now!" Rainbow sternly ordered.  Blitz immediately lowered his posture into position to continue his lessons.  He didn't think he'd be on the receiving end of her yelling this quickly, but he was a fast learner, heck, this private tutoring thing was something he could really get used to.  A robot being taught how to fly by a local native, who would have thought?  He couldn't wait to show off what he would learn to Optimus when he reunited with him and his fellow Maximals.  But until then, he'll just have to hang out at the Academy with this new pegasus.

"Okay, we go on 3, got it?" Rainbow's voice rang out again, snapping him out of his head.  He quickly steadied himself.

"I'm always ready." He smirked.

"Okay 1…. 2….. 3!" And the pegasi took off into the sky.

Chapter 5: "Jaws of Steel"

Megatron crossed his arms as his newly conscripted throng of teen dragons stood by, awaiting any potential orders from their new pack leader.  Under his watchful optic, the dragons had been reduced to sniveling minions who would beg for their lives if given one good, unpleasant glare.  He didn’t need to worry about insubordination with the, now putrefying, corpses of Clump and Vex serving as a constant reminder of the fate they would receive, should they even show the faintest sign of resistance.  Though he viewed them as weak and pathetic replacements for his crew, they would have to suffice for the time being.

The one thing that had been on Megatron’s mind after usurping the dragons, however, was the Energon his internal computer had mentioned earlier.  It pointed out that the Energon levels were apparently so high, he couldn’t remain in robot mode for more than a few moments at a time.  Despite the setback it provided, Megatron found the vast level of potential Energon to be too good to pass up.

“With an Energon supply of such a magnitude as this, the Predacons would be unstoppable in our conquest… and I will be at the spearhead of it all!  Yesss!”  Megatron’s mind ran wild at the visions of glory; statues being raised in his honor, the Predacons rallying to him from all corners of Cybertron, the Maximals finally being brought to their knees.  Such dreams brought him great comfort in this time.  Only things he needed now were his crew, his ship--which was hopefully still airworthy--and the tools necessary to mine the Energon saturating this world.  He would have it all--every last drop.  With his goal dead-set, he turned to his mob, the entire party stiffening beneath his icy gaze.

“Take to the skies,” He sternly commanded.  “Search for more pods like mine.  We are going to gather my crew and bring them back here.  Tell them that their leader, Megatron, had sent you.  Just know that if you attempt to flee, you will be branded as a deserter and I will personally hunt you down to administer proper judgment; which is death.”

Garble spoke up, “Where exactly are we supposed to begin?”

“How about the surrounding area first,” Megatron replied. “Use something called common sense, you blind fool.  Any further useless questions?  If not, then get out of my sight and don’t come back without at least one Predacon with you.  Come back empty handed and, well,” He chuckled darkly. “Let’s just say, this cave could use a repaint.  Yesss.”

The dragons shared uneasy looks with one another before sharing a collective gulp.  With that threat in their minds, they flew out of the cave and scattered in all directions.

Within the Everfree Forest’s swamp, a cragadile’s head breached the surface of the creek, its eyes glaring at the pod that rested by the shore of the river.  It uttered a hiss as it slowly swam closer, beginning to submerge itself beneath the water, its jaws slowly opening, preparing for the bite that would drag its prey down to its demise.  For a few seconds, it lay dormant, waiting for what it deemed to be the right time to strike.

However, a robotic voice chimed from the pod.

“Organic lifeform detected.  Beginning scanning process.” A rod popped from the top of the construct and a purple, transparent sheet fanned out, grazing over its environment in a three hundred-sixty-degree motion.  The film smoothly swung over the cragadile, inflicting no harm on the massive creature.  The voice spoke once more as the rod slowly pulled itself back into the hatch of the pod. “Scanning process complete.  Awakening pod.”

A loud hiss from the capsule was enough for the cragadile to assume that whatever this thing was, is a threat.  With a mighty and thunderous roar, the reptile lunged from the water, clasping its jaws around the pod.  It heaved the capsule back underneath the swamp’s surface with it and the water grew still within a few seconds.

The peace didn’t last long, however, as bubbles erupted from the water and then began to stir as the massive frame of a bulky Predacon stood at full height, the cragadile desperately squirming in its grasp.  Its large hands slowly squeezed downward on the back of the creature’s neck, slowly contorting its head into a vicious angle.  The glowing yellow visor of the Predacon narrowed, his grip only growing tighter and tighter until...

*CRACK!*

The cragadile’s body fell limp and its jaw sagged open with its tongue draping from its mouth.  With a grunt, the Predacon hurled the carcass from his body and the corpse stayed afloat above the swamp’s surface.  The massive Predacon slowly craned his neck, a loud crack stemming from it as he got a quick stretch in.  He had needed that exercise after such a long slumber.  It was great just to feel something shatter in his hands again.

The Predacon was a dark green color with its shoulders being coated in jagged rocks, almost like spikes.  Its hand had three massive claws, forming the shapes of hands that could tear through any kind of metal with ease.  What made him truly stand out, however, was the massive mouth armed with serrated teeth.  The fangs glistened brightly with crimson as he bared them at his own reflection in the water.

“Looking good,” he grinned while flexing his burly arm. “I’ve still got it… and I’ve got some lovely new chompers.  It’s almost like I’ve got jaws of steel…” the Predacon rubbed his chin as he thought about that last phrase. “Jaws of steel…” a lightbulb went off in his head. “Ah!  I’ve got just the name for myself--Steeljaws.  How fitting, considering my new weapon!  Heheh.  Let’s see how those Maximals like me now; if they’re still alive, that is!  Alright, enough self-gratification.  Time to figure out where I am and search for Megatron.”

Steeljaws tapped the side of his head.

“Computer, get a scan on this area.  Where am I?”

“No data available.  Planet unknown.” came the voice from within his processor.  Steeljaws let out an irritated grunt, and scratched his chin.

“An unknown planet and I’m separated from the others.  No matter, I can easily try the comms.” Steeljaws activated the communications channel, but got a huge blast of static.  He let out a yell from the sudden breakthrough of noise and quickly switched it off. “What the slag was that?!  Computer, diagnostics!”

“Energon field intensity is interfering with communications.  Massive abundance of Energon may also cause long-lasting damage to robot mode.  Beast form is recommended when robot mode shorts out from prolonged exposure.”

“An alternate form, eh?  Well, I’ve got that covered.” Steeljaws stated as he looked over himself.  “Only thing is what I’m supposed to do now if I can’t contact the others?”

“Hey!  Hey, you!” a voice cried out from above Steeljaws.  The Predacon turned his head in the general direction of the voice and spotted a red dragon hovering over him with a few others close by.  Steeljaws’s visor narrowed.

“State your business.  If this is some kind of ambush, it’s a pretty poor one.  You won’t exactly fare any better than this reptile here.” the Predacon jutted his thumb to the corpse beside him.

“Are you a Predacon?” Garble asked.  Steeljaws’s visor perked up a bit.  How did they know what his kind was?  He carried on and answered.

“Yes, I am.  What’s it to you?”

“You hear of a guy named Megatron?”

Steeljaws’s visor narrowed.  These creatures knew of his leader?  But how?  They’ve never been to this planet before and in all of Steeljaws’s time with his leader, they’d never seen lifeforms like these before.  Whatever the reason, if they knew Megatron, he wanted to find out where her was, and as soon as possible.

“Yes, he’s my leader.  I am his loyal servant, Steeljaws.” he replied.

“Then follow us.  We know where your leader is and we’ll take you to him.”

The dragons began to fly off.  With the determination to serve his master overtaking him, Steeljaws followed close behind.

Chapter 6: "The Warrior"

“Warning: Internal pod scanners compromised.  Opening hatch and awakening occupant.”

A loud hiss rang out in the warrior’s ears as the pod popped open.  Light flooded through the crack, stinging the warrior’s optics as they struggled to adjust to the sudden shift in brightness.  He raised an arm, shielding his optics to buy them some more time to adjust.  In time, he was able to see clearly again and he sat up, clutching his head.  The crash had a greater impact than he had initially thought.

The warrior turned his head and got a good look of his surroundings.  Green trees surrounded the perimeter, lush, green grass coated the ground.  Brightly colored flowers of all shapes and sizes littered the ground with lovely odors coating the air.

It made him sick.

“Computer,” he heaved himself out of the pod and onto the soft grass, crushing one of the flowers beneath his feet. “Give me a status report.”

“Planet unknown.  Require further data analysis.”

“But that can’t be right…” the warrior looked up at the heavenly blue sky above, his processor plagued with an ever growing sense of doubt.  “Is this not earth?  It shares some resemblance, but something about it seems… off.  Megatron has possession of the Golden Disk… the only way to know for sure if this truly is earth is to locate Megatron and the Disk.”

“Warning,” chimed in the computer. “Scanners indicate overabundance of Energon radiation within the area have rendered communications offline.  Alternate Beast mode is recommended to prevent permanent damage to robot mode.”

The warrior snarled.

“Megatron, that fool!” he growled with venom dripping from his voice.  “Had he destroyed the Maximals instead of stroking his own ego, we wouldn’t have crashed on this Primus forsaken, backwater planet along with them!”

The warrior skulked his way deeper into the forest, searching for any suitable life forms that he may be able to take the form of, but there were none in sight.  It was as if they had all disappeared or migrated.

*Splunk!*

The warrior’s train of thought was interrupted once again, this time by the sound of his foot stepping into some kind of liquid.  He looked down to see his feet submerged several inches of water that climbed up to his ankles.  The warrior muttered to himself, but thought little of it as he decided to the Pit with it and continue onward… which he very well would have done, had his legs suddenly not been frozen in place when the water became ice solid within the blink of an eye, trapping his ankles.

“What in the Pit?!” he yelled out.  The warrior struggled, yanking his legs upward, but the ice wouldn’t give so easily.  With his patience running thin, the warrior’s optics lit up as green beams of energy shot out from them and struck the ice, blowing it to shards around him, thus freeing his legs.  “How is it that this water could suddenly solidify itself in such a short amount of time?”

His question was answered in the form of laughter and metal skidding across the ice a short distance away.  The warrior turned towards the source and found that a large bush blocked his view.  Parting it with his hands, the warrior gazed through the brambles and saw what he swore was something out of fiction.

It looked to be some sort of thin creature that was an amalgamation of other animals skating on ice, spinning about and laughing.  A goat head?  A lion paw?  An eagle’s talon?  A dragon tail?  What in the name of the Primes was this thing?  To add to this, the creature wasn’t alone.  Several four-legged lifeforms stood nearby, most of their faces painted with looks of annoyance and impatience.  Their bright colors and nonthreatening appearance alone already warranted the warrior’s dislike of them.  They appeared to be yelling at the skating creature on the ice, but a yellow one with a bright pink mane, in particular, seemed to be the most annoyed of them all.

Given his status as a soldier, these creatures really should have been beneath his attention… but even warriors have curiosity and it got the better of this one.  Tuning in his audio receptors to the argument, the warrior listened closely and observed.

“I do prefer ice skating to water skiing, don’t you?” Discord laughed.  Fluttershy normally isn’t one to lose her patience, but this was one of those few occasions and, boy, was it well warranted.

“Discord!” without a second thought, she leapt onto the ice in a frustrated fury. “That’s not fixing it!  Why I oughta,” her sentence was cut when she realized that running wasn’t exactly the wisest of moves and she wound up sliding more than running.

Wait…

The warrior’s processor almost burned out. Is she implying that that… thing did this? he looked back down at the ice and then at the draconequus.  This world is… intriguing.

“Where are you going?" Discord chuckled at her clumsiness.  Though, Fluttershy was of a different opinion as she struggled to keep her balance all whilst grinding her teeth, her temper reaching the boiling point.  “What’s wrong, pal?” Discord feigned concern.

“Don’t call me your pal!" she snapped.  Discord, of course, hardly took her growing anger into consideration.

“Oh, pfft, come skating with me and we’ll let bygones be bygones.” Discord popped up a pair of ice skates, dangling them in front of her.

Did he just conjure up solid materials out of nowhere…?  What kind of planet is this?!

The warrior gawked at the sight.

Spike slid onto the ice, offering Fluttershy her element.

“Here you go, Fluttershy!  Game on!”

“He fixes this or he goes back to being stone!  Princess Celestia will understand!” Twilight prompted.

The warrior tilted his head.

Princess?

If he had to guess, it would be that this being they spoke of was of a higher authority.  But what was also noteworthy, were those necklaces and that tiara above the purple one’s head.  The power to turn a living creature into stone?  That’s something Megatron would find very interesting.

There was a tense moment of silence as Fluttershy glanced at her element, then at Discord, but eventually she had made her decision.

“I made a promise not to use my element against him and I’m going to keep it.”

Fluttershy took hold of the skates as Pinkie gasped in shock, Rainbow and Applejack groaned in irritation, and Twilight’s and Rarity’s jaws dropped all while Discord scoffed triumphantly.

The warrior did have to admire this pegasus in keeping her word… but whether this was really worth it or not remained to be seen.

“You see?  She wants to have fun with me because we’re friends.  She can’t use her element against me because we’re friends.  I’m free forever!” Discord broke out in a fit of laughter, though Fluttershy boiled with every word that came out of his mouth.  After everything she had to put up with, all the patience she showed him, Discord did nothing but take advantage of her kindness just to further mess with her friends and roam free.  Even when she thought she had made progress, it was little more than a ruse.  She had finally reached her breaking point with his antics and all of her frustrations came out in three simple words.

“NOT!  YOUR!  FRIEND!” she hurled the skates across the ice, seething.

The warrior snorted.  That statement probably would have actually meant something to him had he really cared about this friendship nonsense in the first place; and he didn’t.

“Who cares?  I can do whatever I want, whenever I want.  I’m Discord, the master of chaos!  You think you can boss Discord around?”

The warrior almost laughed out loud.  A pony bossing this thing around?  A creature that can apparently bend reality to his will kowtowing to a pony with a soft-spoken voice?  What a joke!

“You think I’m just going to turn all this back because you say so?  Because if I don’t, I’ll lose the one friend I ever had?”

Wait, what?

The gears in the warrior’s processor slowly began to turn.  Something felt like he knew what was coming next.  He really hoped it wasn’t the case.

Then the realization struck Discord right to his heart and it sunk.  Fluttershy saw some good in him while her friends didn’t.  She was willing to give him a chance and had to sacrifice a lot for him.  Yet this was how he repaid her?  He shouldn’t have felt guilty, especially after what he’s done in the past, but… this time was different.  Just the sight of those skates Fluttershy discarded filled him with a sense of genuine guilt.

“Oh… well played, Fluttershy… well played.” was all he said.

You are NOT serious…

The warrior’s jaw dropped.  Was this really happening?  This was a joke, right?  A game, right?

Discord sat himself down and within moments the ice disappeared and everything returned to its natural state.  The ponies rejoiced as the frost had cleared.

Dear Primus, this was happening!  The warrior shook his head at the display.

"I liked it better my way, but… I guess when you’re friends, you can’t always have things your way, eh?” Discord sheepishly said as he tapped his fingers together.

Okay, that was it.  He’d seen enough of this feelsy scrap already.  He didn’t need to see more.  The warrior turned to take his leave, but then his body went stiff as he collapsed to a knee.

The Energon build up!  How could have forgotten so easily?  He’d spent too much time satisfying his curiosity that he’d neglected to search for an alternate form!  The warrior slowly looked back out onto the plain and saw that he had few options.  Either one of the ponies or the draconequus.

Either become a squishy, four-legged equine or a creature that can bend reality to its will, yet chooses to submit to the former for the sake of “friendship.”  Despite what he had seen, the warrior was low on time and had to choose now.  He turned his focus to Discord and the scanning process was over within moments.

The warrior strode through the forest of the Everfree, his processor having had enough of the sight he had just witnessed.  First ponies, then magical creatures of chaos, what’s next, an ancient, magic sucking centaur?  At this point, even in the short amount of time he’d been there, it would hardly surprise if there truly was such an entity.

The warrior then noticed what appeared to be a large swirl of smoke in the distance.  He tilted his head to the side and began to make his way towards it.

It didn’t take the warrior long to reach the source of the smoke, discovering a campsite placed in front of a large cave where two teenage dragons were busy puffing balls of flame onto a large stack of wood, creating the smoke screen that would ascend into the sky.

“You two!” the warrior called out, which quickly caught their attention.

"Who’s this guy?” Fume asked.

“Don’t know, but the boss said to keep a lookout for anyone who came by.” Fizzle said.

“You are the ones responsible for this bonfire?” the warrior raised an eyebrow.  “For what purpose?”

“Who wants to know?” Fume crossed his arms.

“The bot who’s going to flay you alive in the next few nano-kliks if you don’t answer my question.” the warrior snarled.

Fume and Fizzle growled back, smoke beginning to seep from their mouths.  Before a serious physical confrontation could take place, however, a voice from within the cave broke up the squabble.

"Stand down.  I believe this may be one of my associates.  Yesss.”

The warrior recognized that eloquent, malevolent voice anywhere.

“Megatron?”

The black dragon slowly emerged from the shadows of the cavern’s entrance.

"In the flesh.  Yesss.”

“I see that you’ve survived the crash.” the warrior looked his leader over. “And you’ve acquired a form as well.”

“Quite impressive, isn’t it?” Megatron chuckled before looking his subordinate over inquisitively.  “And… just what are you supposed to be?”

“Don’t even ask.  It’s a long and sappy story,” the warrior rolled his eyes.  “Where’s the Disk?”

“I have preserved it within my pod.  I have done a fair job in keeping it from prying hands.  It’s over there.” Megatron waved a hand towards his escape pod within the mouth of the cavern. “Though, I can’t imagine why you’d want it anymore now that we’re on a planet dripping with Energon to begin with.  Nooo.”

The Predacon warrior approached the pod and reached in, pulling out the Maximal relic, the light from the outside reflecting off its shiny surface.  The warrior walked outside of the cave, glancing at the environment around them as he observed the Disk and read the encrypted scriptures closely, comparing it with the planet’s scenery he had seen before he had arrived… needless to say, it wasn’t the result he was looking for.

“No,” he whispered to himself, the revelation hitting him hard.  "No, no, no, no, no, NO!!! It’s all WRONG!  This cannot be Earth!”

The now irate warrior whirled back to the cave, the disk clutched tightly within his claws.

“Megatron, you’ve failed.  Not only did you fail to destroy the Maximals when you had the chance, you failed to even bring us to the right planet!  We stole the Golden Disk for nothing, you IDIOT!”

With that declaration, the warrior hurled the Disk into the cave, a loud clang being heard as it connected with the walls.  Megatron slowly, deliberately turned to face the warrior.

“I beg your pardon, but… what did you call me?” Megatron’s eyes narrowed dangerously as he glared at the warrior, who didn’t falter under his icy gaze.

“You heard me.  You are an idiot and an incompetent leader!  And I am taking over.” with that challenge declared, the Predacon announced his new activation code. “Ragnarok, Terrorize!”

As the transformation took place, the wings took place on Ragnarok’s shoulder, becoming pauldrons, the long, lanky neck of the draconequus’ form became an arm with the head opening wide, allowing a clawed fist to emerge.  The chest split in half, revealing a large metal chest plate, resembling that of a medieval soldier’s armor.  Ragnarok’s head was protected by a gold helmet that encased most of his head, though his face was left in view.  The tail became a detachable makeshift blade with serrated edges that he unsheathed in the manner of a sword.  His red optics glared at Megatron with a flash.

“I challenge you, Megatron, to a one-on-one battle for leadership of the Predacons.  The winner shall lead and the loser shall be destroyed!"

“Ah, you’re so impulsive, Ragnarok.” Megatron’s anger seemed to have melted away, being replaced with a more calm tone, though a slight sense of humor poisoned his inflection. “Brave, but misguided.”

Ragnarok only gripped his weapon tighter.

“Do you accept my challenge?”

Megatron simply laughed.  He had found Ragnarok’s insubordination to be a complete joke, especially with what he had planned next.

“There’s more to being a leader than simple courage.  Well, there’s cleverness and cunning as well.  Isn’t that right… Steeljaws?”

Megatron then gestured his head to the side to reveal the scaled Predacon emerging from the brambles of the forest, weapon already drawn.  Ragnarok’s eyes widened in shock and he tried to raise his shield to defend himself, but Steeljaws had already let loose a missile that slammed into his chest and sent the belligerent Predacon flying a good several miles away.  Steeljaws let out a dark laugh as Ragnarok’s image faded over the treeline.

“Loser.” Megatron spat. “What does it matter what planet we’re on?  We came looking for Energon and this planet is rich with the element.  Enough to power the Predacons’ entire galactic conquest!  Only the Maximals could give us trouble now.”

"But Megatron, our numbers are few.  We’re scattered all over the place." Steeljaws pointed out. “If the Maximals survived, we’re outnumbered and I doubt those squishy dragons you’ve conscripted will be of much use in a fight.”

“They’re cannon fodder or scouts at best.” Megatron replied nonchalantly.  “But your point still stands.  We’ll need to recover our numbers before we can engage the Maximals.  That is if they survived the crash.  If they have, we’ll find them.  And when we find them… we’ll destroy them and anything else that gets in our way.  Yesss.”

Rainbow landed on the cloud where her house proudly stood.  She stretched out her wings and hooves, the day having taken a lot of out her.

“I didn’t think it could be done, but Fluttershy actually managed to do it.” She found herself saying to no one in particular.  “Though, I’m not counting on Discord and I getting along anytime soon, that’s for sure.  Oh well, might as well check up on how Blitz is doing.”

The pegasus was prepared to knock on the door when her eye caught a note stuck to the front.  She narrowed her eyes as she struggled to read the barely legible print.  He really needed to be taught on how to handwrite in Equestria.

I’m sorry, Rainbow, but I can’t just leave my friends out there all by themselves without knowing if they’re okay or not.  If you’re reading this, chances are that you got back before me and I’m a bit late.  I should be back soon.  I didn’t want to stress you out after having some important business to take care of, so I decided to take some weight off of your hands.  See you soon.- Blitz.

Rainbow’s eye slowly developed a twitch.

"He is SO DEAD!"

Chapter 7: "Coming of the Flyers"

It wasn’t easy being a changeling.

Ever since their failed invasion of Canterlot, to say the changeling horde had been weakened would be putting it lightly.  Humiliated is more like it; especially for Queen Chrysalis.  All of that planning was for naught.  Victory had been so close, only to be yanked away at the last moment.  She felt only one thing for them.

Hate.

If the word ‘hate’ were engraved on every centimeter of the land of Equestria, it would not equal one one-billionth of the hate she felt for the ponies who foiled her plight.  Hate.  Hate.

“Where did I go wrong?” the changeling queen hissed to herself for the hundredth time that day.  “My plan was brilliant!  Flawless!  Capture the Princess of Love, manipulate the prince into marrying me, take control of Canterlot, and then all of Equestria!  But no, I had to be foiled by that purple unicorn, her stupid friends, and the very power of love itself!  Love!  I literally feed off of it and that’s what ultimately defeats me?!  What kind of sick, ironic joke is that?!”

Chrysalis let out a frustrated sigh as she had finished venting for the moment.  She couldn’t spend forever dwelling on her mistakes.  She had to focus on the now and the future.  Her subjects were going to starve because of those Ponies and it would all be on her.  She wouldn’t stand for it.

She only had one desire now.

Revenge.

Unfortunately, revenge would have to wait.  Her subjects’ strength had depleted and her advisers had suggested to gather their numbers for the time being.  It would be months, perhaps years before they may be able to attempt another assault.

Until then, Chrysalis would wait, burning with hatred, fueled by her desire for vengeance.  One day, she would make them all pay.

She would not be denied.

Scorn and Fang had been through plenty of hardships in their lives as soldiers for their queen.  They’d endured their defeat at Canterlot, they’d been loyal guards for the weakened changeling hive and would gladly battle any creature to the death for the sake of the hive.  Whether it be earth pony, or unicorn, or pegasus.

This was none of those things.

In fact, they didn’t even know what to call the capsule-shaped object in front of them.  To think one patrol would lead to a find such as this would be boggling to any creature; a changeling was no exception.

“So… what do you think it is?” Scorn glanced over at his partner, who ran his hole-riddled hoof across the surface of the object.

“To put it bluntly; Tartarus if I know,” Fang shrugged. “Though, the queen may be interested in hearing about this.”

“Organic life has been detected.  Beginning scanning process.” echoed a voice from the object, causing Fang to lurch back.

“What did you do?!” Scorn accused.

“I hardly did anything!” Fang defended.

Their bickering was interrupted by a hatch on the pod sliding open and a rod-shaped object shooting out.  A purple, transparent film was dispatched around a good portion of the land, hovering over the two changelings before retracting back into the rod, which returned to the hatch from whence it emerged.

“Scanning process complete.  Opening pod.” the voice concluded before the lid popped up with a cloud of smoke flooding from the breach and beating against the two soldiers’ faces.  They slowly backed away as a shape stirred within the mist.  The duo lowered themselves into a stance, preparing to engage the being, though they were soon hit with confusion as the cloud cleared to reveal… another changeling?

But not just any changeling.  This new changeling was… different.  For one, his outer carapace wasn’t the traditional black color of most changelings, rather it was more of a reddish hue.  The eyes were also a shade of grey as opposed to the blue of common changelings.  He was noticeably taller than them, as well.  Maybe by a few feet, at least.  This was probably the first unique changeling these two had seen, aside from Chrysalis and her elite armored guards.

“What’re you two looking at?” the third changeling shot a glare at the two guards.

“Well, you, obviously.” Fang retorted.

Is that supposed to be funny?  Because I’m not laughing,” the changeling furrowed his brow.  “In fact, I’m irritated.”

“You?” Scorn scoffed. “Put yourself in our shoes!  We find some weird object on patrol, it opens and then you walk out!  Forgive us if that leaves us a little flabbergasted.”

The changeling looked into his reflection on the pod.  He gave himself a good self-inspection before he seemed to gain a look of satisfaction on his face.

“Huh, I don’t look that bad," he raised one of his hooves, studying it more closely. “I could use a lot less holes, but it’ll do.  The wings look pretty stylish and edgy, though.”

Scorn and Fang looked at each other.

“This guy’s acting like he doesn’t even know what he is,” Scorn whispered, hoping to be out of earshot of the changeling, who was still busy surveying his body.  “The queen will definitely need to know about this.”

“My thoughts exactly.” Fang replied in the same hushed tone.

“I can hear you both,” the third changeling’s voice broke their conversation and made them both freeze up.  “And just so you know, your queen’s not going to know anything.”

“What do you mean?” Scorn raised an eyebrow.

“I mean I’m going to kill you as practice for my new form.” the Changeling gained an ominous smile, his tone growing more malevolent.

Scorn looked at Fang, a look of unease coming across his face.

“... Huh?” was all he could utter.

“‘New Form’?  What ‘new form’?” Fang took a step back.

“I’ll simply show you,” the changeling was smiling ear to ear now. “**Razorwing, Terrorize!"

The changeling stood on its hind hooves as a pair of feet took place beneath the hooves.  Claws surfaced from the bottom of the front hooves while the changeling’s head split in two, each half resting on the shoulders of both arms to act as pauldrons.  The wings stretched outward, flapping rapidly to lift the body off the ground.  A head finally appeared, covered in a dark-red helmet with a light grey face.  The red optics flashed as he grinned at the two changeling guards, whose jaws had hit the floor by this point.

“W-Wha…?” Scorn whimpered.

*BLAM!*

Fang’s head was struck by a bolt of hot plasma, painting the trees, grass and his partner with warm blood and brain matter before the vile changeling’s body collapsed into a twitching heap on the floor.  Scorn let out a yelp as he stared wide-eyed at the corpse.

“Please feel free to take to the skies,” Razorwing boasted as he wielded a sleek, red blaster, the barrel oozing smoke as it cooled down. “And flee for your miserable, little life!”

Scorn immediately bolted upward, his wings beating as fast they could.  Razorwing rocketed into the sky after him, all while laughing maniacally as he took pleasure in tormenting this organic local.  He loved it when the scared ones ran.  He took aim and fired.

Before Scorn knew it, his left wing was scorching, sending him out of the air and careening back to land, his landing being broken by a tree.  Scorn groaned in pain as he struggled to stand, but felt several ribs burning hot with pain.  He was sure some of them were broken.  He had no time to swim in his pain as the thud of metal hitting grass snapped his attention to the Predacon that loomed over him.

“Looks to me that you won’t make it much farther.  Don’t worry about the pain, though; I won’t feel a thing,” Razorwing chuckled darkly as he knelt down, getting to eye level with the changeling, who was quivering as his body was wracked with pain. “But don’t worry, I’ll send you back to your ‘queen’,” he assured the soldier as two blades rose from his wrist and started spinning at a rapid pace, quickly becoming a blur.  “... in pieces!”

Scorn’s screams were silenced within seconds.

The cockatrice had a record for turning any creature it gazed at into stone.  Unfortunately, things were never really the same after his encounter with a yellow pegasus, who’d put a massive blemish on his reputation.  He would no longer be known as the cockatrice that turned all into stone, he would now be seen as the cockatrice who caved into the demands of a soft-spoken pegasus and backed down like a wimp.

It wasn’t a fond memory of his and it would ultimately stick with him as the other cockatrices would hardly take him seriously anymore.  It’s not like they’d ever met a stare quite like hers!  Still, he couldn’t believe that such a pegasus, despite slowly being turned into stone, was the first thing he’d encountered that wasn’t completely petrified in terror.  The world was full of surprises.

*Thunk!*

The cockatrice squawked as he nursed his ailing beak.  His gaze had been so fixated on the ground and preoccupied with his own thoughts that he’d failed to notice that he was walking in the direction of a capsule-shaped object embedded in the ground.

The world was full of surprises, indeed.

“Organic life detected.  Scanning systems activated.” droned a voice from the pod as a rod extended, shooting out a purple film that passed over the cockatrice, then retreated back within the rod as quickly as it emerged.  Its function completed, the rod returned to the depths of the pod, as well.

The cockatrice backed up a few feet, unsure of what to make of this marvel.

“Scanning process complete.  Opening pod.”

The pod jolted open, and the sun immediately assaulted the optics of the Predacon within, who raised his arm to block out the sun’s rays, but found a scaly wing in place of his arm.

"Eh?” the Predacon’s eyebrow cocked upward in confusion.  He looked down at his body to see that his entire robots form had been covered in scales, aside from his feet, which resembled that of a rooster.  The Predacon’s optics adjusted the sun’s beams and he jumped out of the pod, landing on the grass.  Why did he look like some amalgamation of a dragon cross-bred with a rooster?  Why couldn’t he get something cooler, like a wasp, or something threatening?  This form was just ridiculous!  He let out a sigh of disappointment.  He felt that the universe itself had robbed him out of a beast mode that would have been feared by many!  He wanted fame!  He wanted power!  He wanted glory!

And this is what he gets?

If he was going to have a stupid body, he might as well come up with a decent name to go by.

Chickenator?

No, too obvious and bland.

Cockinator?

Okay, that was just wrong.

Wyvernator?

Actually, he liked the sound of that one.  Wyvern tended to match the whole idea of his dragon form.  It was genius!  He could actually get behind his beast mode with that name!  He now had a name to use for his activation code.

“Wyvernator, Terrorize!”

The wings locked in place on the Predacon’s back while two mechanical arms took their place.  The face of the beast mode slid down to become a chest plate, making way for a robotic head with two purple optics and a mouth.  His larger legs stemmed from his alternate mode’s legs, increasing exponentially in size to accommodate his new form.  He looked down at himself and felt a smile cross his face.

A rather stupid-looking beast mode, yet a slick robot mode with a cool name?  Now he didn’t care what he was!

The cockatrice couldn’t help but be partially amazed at this new sight; this cockatrice was a lot bigger than him.  Maybe it was a special type of cockatrice?  He was unsure.  But perhaps he’d be able to gain some respect by returning to the cockatrice brood with a new trophy in tow; this thing.

The squawk of the wild cockatrice broke the Predacon’s state of self-bravado.  He whirled around to find himself standing tall over the small creature by at least several feet.  The smaller creature looked almost exactly like him, except… smaller.  It appeared to be giving him a pretty cold glare.  It sent a chill up his exhaust pipe.

“Why chicken-bot stare at Wyvernator?” he tilted his head to the side.  He felt his legs start to grow stiff.  Like, really stiff.  Wyvernator looked downward and saw his legs encased in a sheet of stone!  Panic quickly took hold of the Predacon as he noticed the stone slowly crawling up to his waist at a steady rate.

“Wyvernator under attack!” he shouted as he thrashed his wings in desperation, but had no real luck.  He looked at the cockatrice, its cold gaze never leaving his own.  Wyvernator may not have been the sharpest knife in the drawer, but even he was capable of putting together what was happening.  He charged up his optic’s internal laser beams and discharged a blast, striking the cockatrice in the chest.

The animal shrieked as it was flung right into a tree, knocking it over, and skidding across the floor of the forest where it lay in a pile of tree bark, seeing the birds dance about its head.  After shaking the cobwebs loose, a large lump grew on the cockatrice’s head, leaving it to stagger about aimlessly.

It didn’t need to see straight to know that this prey wasn’t really something to mess with, especially with how far he just shot him.  He figured that swallowing his pride and retreating for another day would be wise.  It fled into the brush, leaving the stone to slowly recede from Wyvernator’s body and dissipate.

Wyvernator couldn’t believe it!

He’d won!

“Wyvernator is… alive!” he laughed gratefully at having scored one over fate that day.  Now, it was time to see what flight capabilities his robot mode possessed.  He jumped off the ground, his wings catching his weight and, with one mighty flap, graced his body upward.

He was brought to a halt as his head struck the bottom of a massive tree branch, sending him back to the floor.

“Ohhhhh, Wyvernator going to feel that in the morning…” he groaned as he massaged his head and took off once again, this time a few feet away from the tree.  Wyvernator couldn’t wait to show off his new robot mode to his crewmates!  He bet that he had the best form out of them all!

A loud shriek of pain echoed across the valley, but was quickly silenced.  Puzzled, Wyvernator traced the source of the cry, looking to find out what may have caused such a ruckus.

Razorwing chuckled with sheer, sadistic, glee as he admired his work.  Oh, how he had strewn the body parts of the changeling’s corpse all over the area.  Scorn’s head lied on the floor, at the bottom of the tree he crashed into, his wings were clipped with small strips of flesh still attached to them, his hooves all severed separately, his torso was sliced open, allowing his entrails to litter the floor in blood, gore and viscera.

“It’s great to be a Predacon.” he sighed happily.

“Wyvernator thinks he’s going to be sick!” came a voice from above.

Razorwing turned, cocking his head upward to spot his fellow flyer, and partner-in-crime, hovering above with a hand over his mouth, quite disgusted at the scene.  He may have been a Predacon, but that didn’t mean that he had the strongest of stomachs.  Razorwing didn’t need to ask him to identify himself; he could easily recognize that voice and he was the only person who referred to himself in third-person.

“Wyvernator?  That’s what you’re calling yourself?” Razorwing tilted his head, zooming his optics in for a better look, taking note of the rooster parts of his beast mode.  He grinned deviously.  “Roosternator seems more like it!” he laughed.

"Wyvernator not want to be called Roosternator!” Wyvernator asserted with a scowl.  “Roosternator sounds dumb!  Wyvernator not sound dumb!  Wyvernator cool and stylish!”

"Whatever you say, lugnut,” Razorwing waved his partner’s self-defense off.  “Get down here.”

Wyvernator prepared to make a landing, but his body was suddenly wracked with pain and short-circuited, leading him to crash violently.

Once again, fate catches up to him.

“Wyvernator… cannot… move…” he groaned.

Razorwing just laughed at his partner’s predicament.

“Oh, that was a good one!  If our time here doesn’t kill me, your stupidity surely will!” he chortled jovially.

Unfortunately, his robot mode began to sort-circuit as well and he joined Wyvernator’s side on the floor.  It suddenly stopped being funny now that it was happening to him.

“Agh, what the heck is happening?!” he screeched.  Computer, give a diagnostic, at once!”

“Energon build up, as a result of over-abundance of Energon on the planet.  Transform back into beast mode immediately or risk permanent damage to robot mode.  Long-ranged communications have also been severely reduced to a range of 100 meters.” analyzed the Predacons’ internal computers.

The two changed back into their beast forms and the pain faded within seconds, allowing their full range of motion to return.

“Guess we’ll have to use our robot modes sparingly… and we can’t even contact the others,” Razorwing looked at his partner.  “But we don’t need our robot modes to fly and I’ll bet things will be easier to see from above.  After all, you’d have to be a complete mudflap to miss a bunch of pods from the sky.”

“Wyvernator hate chicken body…” the dim-witted Predacon muttered.

Both Predacons beat their wings against the air and were soon airborne.  The two Predacon flyers then began their search for their comrades and leader.

Though, Razorwing had a small hope that Megatron’s pod may have gone haywire and he didn’t make it.  Or if he was still in a pod, it would be a real shame if the pod suddenly failed; on a world infested with so much Energon that it would actually be detrimental to their robot modes, ‘accidents’ were bound to happen.

It would pave the way for a new leader of the Predacons; someone like him.

The night was quiet and calm. The moon hung in the air, illuminating everything in the dark. The forest was all but silent. However, that soon changed when there was a great flash of light. When the light faded in its place was a small group of Royal Guards. Behind them were two taller looking ponies wearing royal attire.  These were none other than the co-rulers of Equestria themselves; Princess Celestia and Princess Luna.

"Search the surrounding area and move forward from there. Come back when thou has uncovered anything unusual." Luna commanded.

"Yes, your highness!" The guards said in unison, they quickly bowed before taking off into the forest, leaving the two princesses to discuss the matter further.

"Are you sure this is the right location, Luna?" Celestia asked.

"Absolutely, sister. Twilight's letter was very detailed, through her description I was able to pinpoint where one of these unknown objects would have landed." Luna explained.

"Your highness," The sisters’ attention was brought to a guard who bowed before he continued. "We've found something."

"What has thou discovered?" Luna inquired.

"Well, you see, that's just it," the guard scratched the back of his head with his hoof. "We don't know what it is."

"Take us there, captain."

"As you wish."

The Princesses followed the guard beyond the trees and the sight they were granted was... indescribable, to say the least. Trees were dislodged, snapped at the branches, along with a trail of kicked up dirt leading to a crater in the ground. At least two other guards were standing sentry on either side while another personally investigated the device within, scoping out any potential dangers.

"Anything?" the captain asked the snooping guard. His answer was the shake of a head.

"We have no clue what this thing is. My best guess is that this object was holding something, given the amount of room inside it. Something big," the guard gestured to the pod's breached door. "To add to it, whatever was inside got out."

The sisters personally inspected the object more closely. The material it was made out of was completely alien to them. No mineral or resource they knew of would even come close to whatever comprised of this object. The thought of a potential threat to their kingdom and their subjects unnerved both of them greatly. They didn't know if whatever was in this capsule, of some sort, was hostile or not. Either way, they weren't going to take a chance.

"Send word to Twilight Sparkle," Celestia ordered, her expression stern. "We may have a problem."

Chapter 8: "Places Like These"

If there was one regret Paragon ever would have had in his life, being stranded on this Primus-forsaken planet would be it.  The encounter with the local ponies turned him off almost instantly from their civilization, especially those pink creatures with their bubbly smiles and high-pitched voices.  If the Predacons and the elements of this planet didn’t kill him, they certainly would have.  He figured that he’d probably search for his teammates by himself.  He’d already seen enough of that town to know that he didn’t want to be anywhere near it or its populace.

Paragon had decided to take a rest nearby a large pond.  It was welcoming, compared to his previous endeavors.  The water lightly swished along with the wind, the low hums of dragonflies grew loud or faded as they close in near the Maximal’s ears, and frogs emitted the occasional croak as they peacefully sat on water lilies, the pond’s waves carrying their green rafts in whatever direction the wind willed.  Paragon let out an exasperated sigh to himself while staring down his own reflection in the pond.

“All of this for a stinkin’ Golden Disk,” He scooped up a rock in his hand and gave it a good flick with his wrist.  The pebble danced gracefully across the surface, shooting ripples in all directions, before it sank to the bottom.

A hiss shattered the harmony of the lake hole.

Paragon’s ears perked up, his eyes being drawn to the source of the sound; the pond itself.  The center of the lagoon slowly brewed with bubbles and the surface was breached by a large, dark brown, scaly head mounted on a long neck.  It’s lime green eyes glared down at Paragon as its neck towered over him by several meters.  The Maximal’s ears flattened as he gawked.

Another ripple followed, then another head burst from the depths, taking its position beside the first head.

Then another appeared.

And another.

And another.

Four serpent-like heads gazed at the Maximal, each licking their chops, eyes narrowed with ferocious malice.

A whimper escaped Paragon’s throat as he took an uneasy step backward.

“Heheh… nice four-headed, serpent… thing,” he squeaked out.  “I was just RUNNING FOR MY LIFE!”

The Maximal turned tailed and ran with his tail between his legs like a scraplet out of the Pit.  The hydra threw its four heads back, a rumbling roar breaking out that shook the trees and rustled the leaves.  The behemoth of the deep lurched from its home and pursued its fleeing prey.

Paragon shot a quick glance at the readers.  “I SWEAR, THE WORST THINGS ALWAYS HAPPEN TO ME!”

“Keep those flames going,” Steeljaws barked.  “Megatron’s orders.”

Fizzle and Fume panted loudly, tongues draped out the corners of their mouths.  They’d be at this for almost an entire day and he still wants them to keep going?!

“Steeljaws,” Fizzle sputtered.  “We’ve been doing this… for hours… we’re exhausted!”

“Yeah…” Fume added.  “Can we take a break?”

Steeljaws’s optics narrowed dangerously.   “Steeljaws, Terrorize!”

The cragadile shifted into his robot mode, standing tall over the two dragon slaves.  The rocks on his shoulder started to heat up, smoke dripping from the bases.  He planted his feet into the ground, kicking dirt aside as the stones rumbled.  He gave them one warning.

“Would you rather be tired or dead?”

Fizzle and Fume exchanged looks of pure terror.

“I think I just peed a little,” Fume whispered.

“No, no, we get it, we get it!” Fizzle exclaimed, waving his arms in a desperate motion.  “We’ll keep the fire going!  See?”

The two dragons jumped right back into their task, blowing new streams of fire, all thought of rest pushed out of their minds.  Steeljaws straightened himself once again before converting back into beast mode.

“That’s what I thought.”

Baff flew out of the thick brushes of the forest, carrying another shipment of logs, which he dumped into the inferno.  He wiped the sweat from his forehead as he turned around and flew back to collect more, as was his task.

As much as the dragons wanted to leave, they couldn’t help but be haunted by the ever looming idea that Megatron would somehow find them and make them pay for desertion.  And with Steeljaws around to enforce his will, along with kicking out the insubordinate Ragnarok, it only got worse as Megatron’s thug ran them ragged.

“An excellent display of authority, Steeljaws.  Yesss.” Megatron’s voice called out as he cut through the darkness of the cave’s mouth, stepping into the light for the first time since his encounter with Ragnarok.  “You will make a far more plausible lieutenant in Ragnarok’s place.”

“Thank you, sir!  It’s my pleasure!” Steeljaws proudly grinned.

“Has Garble found anymore Predacons yet?”

“I haven’t gotten any reports, though they’ve been checking in at intervals as you’ve ordered.  None of them have tried to run off.” the cragadile nodded.

The tyrant sighed a small whiff of flame.

“If my flyers were here then I wouldn’t have to put up with their incompetence.”

“Speak the Devil’s name and he shall appear.” said a voice from above.

Megatron and Steeljaws tilted their heads upward to see an overly sized changeling and cockatrice closing in on their campsite, landing before the Predacon leader.

“Razorwing, Terrorize!”

“Wyvernator, Terrorize!”

The two flyers changed into their robot modes, dropping to a knee.

“Razorwing, hm?  We’ve hit a stroke of luck.  Yesss.  That only leaves one of us left to find.”

“Megatron, thank the Matrix that we found you,” Razorwing said.  “It’s a miracle that you survived!” That’s not far from the truth as Razorwing had truly hoped that something had happened to Megatron’s pod, but not only was it fine, but now he was still kicking!  This… was going to require a lot of patience.

“It will be a miracle if any of the Maximals survived.  And if they did, they’ll need one to survive what we have in store for them.  Yesss.” Megatron turned to Wyvernator.  “What kind of name is ‘Wyvernator’?  Roosternator sounds more fitting, given your beast mode’s hideous head.”

“Wyvernator not like Roosternator!” the cockatrice Predacon whined.

“I’d buy Roosternator.” Steeljaws chimed in.

“We’ll put it to a vote,” Megatron finally announced.  Usually, he wasn’t one open for democracy, but with something as trivial as this, he’d let it slide.  Besides, he could use a good laugh.  “All for Roosternator?”

“Aye!” Megatron, Steeljaws, and Razorwing proclaimed.  “And against?”

“Nay…?” Wyvernator tapped his fingers together nervously.

“The ayes have it.  It’s official, your name will now be Roosternator.” Megatron decreed.

“But… Wyvernator not want to be called Roosternator!” the poor cockatrice slacked the torso of his body forward in defeat.

“You say ‘no’, I say ‘yes’, I win, I’m the boss, now shut up.” Megatron dismissed concerns.

Wyvernator, or Roosternator now, sighed as fate found a way to rob him of even his cool name.  Razorwing and Steeljaws chuckled amongst each other.

“Wait a minute,” Razorwing’s logic circuits kicked in.  “What do you mean there’s one of us left to find?  But there’s two of us still missing.”

“Our warrior friend, Ragnarok as he’s calling himself, has been… disposed of for insubordination.” Megatron reminisced.

Razorwing paused.  If he was able to dispatch a more hardened warrior like Ragnarok, who was a gladiator champion back on Cybertron, then perhaps a direct approach to taking over would be ill-advised.

Megatron cleared his throat.

“Now, if we’re done asking questions, let’s consider our next course of business.”

“What kind of ‘business’?” Razorwing’s brow shot up.

“The Predacon kind,” Megatron snapped.  “Our science officer is knowledgeable in Energon and knows how to properly extract it. As you all have undoubtedly found out, this planet is an Energon gold mine.  More than enough to fuel the Predacons’ galactic conquest.  Yesss.  However, he is the most properly qualified to segment it into useful energy.”

“But what about our ship?” Steeljaws pointed out.  “Our Energon’s useless in the long-term without a ship to fly us back home.”

“We’ll seek out its crash site and move our base of operations there, so long as the rectifier coil and weapons systems are still functional.” Megatron tapped his chin.

“Our next objective is find our scientist?  Roosternator and I can make that happen,” Razorwing offered.  “After all, we are capable of flight and can cover more ground.”

“Go,” Megatron nodded.  “And if you happen to run into any surviving Maximals, destroy them.”

“It will be our pleasure,” Razorwing transformed back into beast mode.

“Roosternator feel great pain coming on!  And for once, it won’t be on Roosternator!” the cockatrice sneered while ascending with Razorwing into the air.

“As for you, Steeljaws,” Megatron looked upon his lieutenant, who straightened himself, standing at attention.  “Do continue your post.”

“As you wish!” Steeljaws saluted.

Fume and Fizzle, who’d been catching a breath as the Predacons conversed, instantly resumed their work once Steeljaws’ eyes fell upon them again.

Blitz sighed to himself, exasperated.  He’d been searching for his friends for what seemed like mega-cycles now and there was still no sign of them.  Night had already fallen and he was just wandering aimlessly at this point.  He turned to head back to Rainbow’s, but was greeted with a rainbow colored blur shooting through the sky at speeds Blitz didn’t even think were possible without the use of a transwarp drive.

To add to it, the streak was heading straight for him.

And Blitz knew who it was as he felt a sense of dread take over his circuits.

“Oh no,” was all he could muster, instinctively shutting his eyes before he was struck dead center in the chest and sent careening into the ground below.  The fall hadn’t caused nearly as much damage as he initially thought it would have, but pain still surged through his body.  Part of him had hoped that this was a Predacon by some chance.

Sadly, that wasn’t to be.

Blitz opened his eyes and came face to face with an all too familiar and very pissed off looking cyan pegasus.  Rainbow’s brow was furrowed, her eyes burning with fury, her lips contorted into a deep and disdainful scowl.

So, what did Blitz do?

He decided to be coy.

“Uh… hey, Dash!  What’s up…?” he greeted with a nervous grin, a meek chuckle escaping his throat.

To which she replied with, “WHAT IN THE NAME OF CELESTIA WERE YOU THINKING?!” Rainbow’s voice ruptured Blitz’s audio receptors, causing them to droop downward while his irises shrank into dots.

“Searching for my friends…?” he gave another sheepish, toothy grin.  Suffice it to say, Rainbow was not impressed.  She felt like bucking him into the middle of next week.  In fact, she was on the very brink of doing so, her hooves aching with the temptation to kick something.  But she took a deep breath, slowly calming herself down.

“Do you know where any of the others landed?” Rainbow inquired.

“No.” he admitted.

“Do you know anything about the area you’re searching through?” she waved her hoof out in the general direction of the forest around them.

“Not really.” Blitz rubbed his fore hoof while looking off to the side.

“Do you even know how to get back to my house from here?” the cyan pegasus narrowed her eyes, her pupils burrowing into Blitz’s own.

“Of course I do!” Blitz objected.

“Alright, then.  How?” Rainbow crossed her hooves, scowl still glued to her face.

Blitz was silent, hesitation clogging up his throat and scrambling the words in his processor.

“Well?”

“… Go north until you come across a big cloud house…?” Blitz replied, rubbing the back of his head.  It was the best he could come up with in the given circumstances.  He hated to admit it, but she was right about every point she just made.  He sighed in defeat.  “I’m sorry, Rainbow.  This was probably not the best idea in hindsight, but I just figured that they’d need my help.  They could be in danger for all I know!”

“Come on, you and your friends are robots.  What could possibly be more dangerous than that?”

The answer to that came in the form of a bellowing roar that shook the ground.  Blitz and Rainbow diverted their attention to the source.

Paragon shoved his way through the trees, scrambling into the open terrain.

“I HATE THIS PLANET!” he screamed, shoving his way past the two pegasi.  The two returned their eyes to the forest from which he emerged and out came the multi-headed Hydra, eyes locked on the fleeing diamond dog.

The jaws of the pegasi dropped as their eyes shot open in shock.

“Does that answer your question?”

“Paragon, Maximize!” Paragon transformed, whipping out his rifle, and letting loose a barrage of blaster fire on the enormous reptile.  The projectiles struck the scales of the hydra, burning them black, but the armor held.  It roared with malicious intent as it continued advancing on the terrified diamond dog Transformer.

“Wait a minute,” Blitz’s mind clicked. “I know that bot!  Blitz Streak, Maximize!”

The pegasus changed into his robot mode, wielding his own rifle.  He leveled the sights onto one of the Hydra’s many heads and pulled the trigger.

The hydra felt a scorching pain rack one of its heads.  Plasma charred one of the head into a comedic ash black, leaving it with a dazed expression, its eyes dissolved into swirls while its tongue lolled to the side of its lip.

“Hey, ugly!  Over here!” Blitz taunted while waving his arms in the air to garner the hydra’s attention.

The hydra whirled its untouched heads at the Maximal, its tongues flicking in and out as it hissed with predatory instinct kicking in.

Paragon, who’d been preoccupied with scaling a tree to get a high vantage point focused his optics on the young Maximal.  He recognized him, as well as his voice.

“Kid…?”

“You want him as a snack, I’d suggest you consider otherwise!”

The massive reptile looked at its injured head, then back at Blitz, then its head, then back at Blitz one more time.

The hydra roared at Blitz, challenging his words as the charred head began to regain its bearings.

Blitz gulped and he turned to Rainbow.

“My intimidation skills need work.  Let’s just grab him and get out of here!” Blitz suggested as he transformed back into his pegasus form.

“No arguing with you there!”

Both pegasi rocketed upward and dove back down, sweeping across the floor, hooves outstretched towards Paragon, who was already about halfway up the tree.  The hydra’s heads struck at the two, but their speed and agility allowed them to evade, coming out unscathed.  Blitz and Rainbow passed over the beast and wrapped their forehooves around the smaller Maximal, who gave a small yelp as he pulled from the branch.  Beating their wings at top speed, they extracted Paragon out of there, narrowly avoiding the maw of the Hydra that snapped shut mere centimeters from the diamond dog’s tail.

“Oh, boy, now that was a close call!” Paragon panted, turning his head back to spot the hydra letting out an enraged screech at the loss of its meal.  “Woo hoo!  You ain’t eatin’ this dog today, lizard lips!”

The two dropped Paragon off on the floor near the edge of the Everfree, having put considerable distance between them and the Hydra.

“Kid, I never thought I’d be glad to see ya!” Paragon gave a smile, transforming back into diamond dog mode.

“Same here,” Blitz returned the grin.  “I’ve been looking all over for you guys!  And you got a new form, as well!”

“Yeah, it’s not a bad form, if ya ask me.  Call me Paragon.”

“Blitz Streak.”

“A bit tacky, but fitting to say the least.” Paragon crossed his arms.  “Who’s your friend?”

“Oh, yes, I nearly forgot.” Blitz chuckled, giving himself a small slap on the forehead.  “Paragon, this is Rainbow Dash.  Rainbow Dash, this is Paragon.”

“Hey there,” Rainbow gave a small smile, nudging him playfully.  “Enjoying Equestria so far?”

“No, I’m not,” Paragon deadpanned.  “First, we crash on an unknown planet, I wake up to a bunch of dogs who can’t think of anything but gems, I travel for hours to find a city, only to be jumped by a bunch of pink, smiling parasites that call themselves “ponies”, who love to jump around and go on about fun all day, then I get chased by a multi-headed reptile!  Oh man, I swear, everything on this planet is out to get me!”

Wait, smiling ponies?

Rainbow’s mind immediately recognized the pony who fit that description.  “Did any of them happen to be named Pinkie Pie?” she asked out loud.

“Oh, yeah,” Paragon frowned.  “All of them.”

“You must have met her during the whole mirror pool incident.” Rainbow pointed out.

“Mirror what now?” both Maximals stared at Rainbow, dumbfounded.

“Long story. In the meantime, let’s get you some place safe and away from the Everfree altogether.”

“We could fly him up to your place,” Blitz said.

Rainbow shook her head.

“I wouldn’t recommend it.  Only pegasi can walk on clouds.  Paragon would just fall right through them.”

“Well that’s real assuring.” Muttered the diamond dog.  “Is there no other place for me to go?”

Rainbow rubbed her chin.

“Well…”

"So let me get this straight: There are two factions of robots that were battling in space and during said battle, they crashed, and both of them landed in Equestria and now the two factions are trying to regroup so they can continue their epic battle of good vs evil, and now two of the robots on the good faction have been discovered, and you’re asking for my help so we can all help save the world! Am I right? I'm right, right?! Please tell me I'm right!" Pinkie asked excitedly while hopping in one place, a big, toothy grin plastered onto her face.

Rainbow, Blitz, and Paragon just stared at Pinkie for a long while in sheer amazement.

Blitz leaned over to Rainbow, whispering, “How did she guess all of that?  We’ve hardly said a word to her!”

“It’s just Pinkie being Pinkie.” Rainbow shook off her bewilderment.  “You’ll get used to it.”

Paragon didn’t say anything.  Instead, he began to punch himself in the head, over and over again.

Why?  Why?  Why?  Why?  Why?  Why?  WHY?! *WHY?!  WHY?!***

“I think I’d rather take my chances out in the wild,” Paragon said aloud, turning to make a break for the door.

“You’re not going anywhere, Paragon,” Blitz crossed his hooves.

“Oh, man, why do I have to stay with the hyper airhead?!” Paragon whined.

“Because Applejack doesn’t have any room in her barn, that much I can tell, Fluttershy already has enough animals to watch, and I don’t think she’d be able to take all of this in so easily, Rarity wouldn’t be able to stand you,” Rainbow explained.

“Hey!” Paragon yelled, offended, but the rainbow Pegasus continued.

“Twilight’s place is too small, so Pinkie was really your best bet.  Plus, she knows how to keep things on a need-to-know basis.”

“Yep!  I take Pinkie promises very seriously!” Pinkie appeared over Rainbow’s shoulder before retracting out of view.

In truth, Rainbow planned on telling her other friends about this alien robot war situation at some later point in time.  Unfortunately, she wasn’t sure on how she should word it without coming off as crazy.  Pinkie Pie was probably the most willing to believe in what she say because, well, she’s Pinkie.  Chances are, she could even help Paragon open up a little bit.

Whether he really wanted to or not.

“Oh!  Why don’t we have a sleepover?” Pinkie suggested.  “I’ve always wanted to have a sleepover with robots!”

"Since when?”

Since right now!”

“I should have guessed.” Paragon facepalmed.

“Sure, why not?” Rainbow gave a shrug.

“I’m okay with it.” Blitz added.  “I wouldn’t want to tire you guys out anyway.  It looks pretty late.”

“Sleep is kind of necessary for us ponies,” Rainbow stretched out her wings. “After the day I’ve had, I need it now.”

Paragon scooted off into a corner, preferring to stay as far away from Pinkie as possible.  He had had his fill of her the first time they met and this was really pushing it.

Blitz, on the other hoof, hung with the other two ponies.  Pinkie was a little bit too hyper for his taste, but he found her enthusiasm to be welcoming.  He could only hope that things would remain static between the remaining Maximals and Predacons for just a solar-cycle or two.  It wasn’t as if they’d regroup in such a small time frame, right?

Right?

Chapter 9: "Something Wicked"

There were many places in Equestria that were wonderful enough to travel through; Canterlot, Ponyville, the Crystal Empire, and the like.

The Everfree Forest was not one of them.

Such a jungle was writhing with fierce predators, monstrous plants, and more.  Few dared to traverse its treacherous landscape.  Those who did were either brave, stupid, both, or by some slim chance, knew what they were doing.

In this case, it was the latter.

There was always one inhabitant who would not only travel through its dank maze of horrors, but she even lived in it.

That being was the zebra known as Zecora.

Now, that’s not to say she couldn’t live with society, far from it.  On occasion, Zecora would visit Ponyville for a few supplies, or if she was needed, though she would spend most of her days either brewing some new potion or trekking the jungle for some herbs.  She could live with the denizens of Ponyville if she so desired, but she’d already come to embrace the thralls of the Everfree.  She certainly enjoyed company of others, but found some form of inner peace in her solitude.

Her herb harvests would involve her going through the forest for hours on end, gathering plants of all kinds.  They may have been infested with the dangers of wild animals, but Zecora knew her routes like the back of her hoof.  Despite this, she would still carry a saddle with a few potions that would come in handy in warding off any potential predators, should something go awry.  Still, evading the occasional carnivore wasn’t very difficult and her knowledge of herbs shielded her from the ill-effects of wild plants--like Poison Joke.  Hiking through the forest had practically become second-nature to her.

Not today.

For all of her experience in the Everfree, Zecora couldn’t shake the feeling that something was off.  The fact that the forest was quiet didn’t help either.  The chirps of birds were nonexistent, the bellows of beasts were absent, it was as if everything has just disappeared.  This was a bit out of the ordinary for a large jungle infested with so much life.

Zecora’s nose caught whiff of a scent.

It smelled like… burnt wood?  That and it was mixed with something else.  Something that smelled almost like copper.

Curiosity peaked, the zebra followed the trail and she came across something that she had never seen before.

A pod.  A large, oval-shaped pod surrounded by a crater of dirt.  There was also a breach located at the top of the capsule, almost in the shape of some sort of door.  The interior was empty.  Moving her eyes about the crash site, Zecora’s eyes widened.

She wasn’t the first to investigate this phenomenon.

Other wild creatures of the Everfree had apparently come across this craft, as well.  Manticores, birds, rabbits, a bear or two, and some others.

Their corpses decorated the floor outside the pod.

The birds were reduced to bloody pulps, the manticores were riddled with smoking holes, the bears had been decapitated, and the only thing left of the rabbits were their ears.  The grass around the bodies had been given a new paint job of coagulated blood.

Zecora had seen the brutality of the wild in the past, but never to an extent like this.  These animals weren’t killed by hungry predators.

They were ruthlessly slaughtered without cause.

Bowing her head, Zecora wished that their spirits had passed on peacefully.  After her silent mourning, Zecora perked her head, realizing that the murderer of these creatures was still loose in the Everfree.  She felt a cold chill go up her spine.

She had the tingling sensation that something was watching her.  Whatever this thing was, it didn’t stray too far from the crash site.  Her eyes darted back and forth frantically.

There is no threat that I see, but why do I feel that something is watching me?

She began to retreat backward from the pod, but her hooves glued themselves to the ground when she heard some sort of low hum.  Almost like buzzing.

It came from behind her.

Slowly, Zecora swiveled her head around to come face to face with a pair of glowing, red, spherical orbs.  With a yelp, the zebra jumped, gaining some distance.  The orbs belonged to a body no bigger than that of a regular sized pony.  However, the body resembled some sort of insect, a bee, to be precise.

There was a bright flash, blinding Zecora’s eyes for a brief moment.  She lurched backward once more, hoof nursing her eyes.

“Hello,” it spoke in a cool, but chilling voice that sent shivers down her spine, goosebumps popping up beneath her fur.  “Oh, I’m sorry, did I scare you?  What brings you to a dangerous forest such as this?”

Zecora’s shock was replaced with anger.

“So, you’re the caster of this horrifying disaster,” she spat.

“Guilty as charged,” the insect feigned remorse. “The name’s Cyberbee.”

“Why are you here?  Speak now and make your motives clear!”

“Why?  What an interesting question,” Cyberbee’s legs slowly crawled forward, revealing each end of the appendages to be equipped with scythe-like blades.  Each one was caked with blood.

On both sides of the insect’s body dangled two barrels.  For what purpose this served, Zecora knew not, nor did she wish to find out.

Zecora drew back with every step Cyberbee covered.

“I guess it’s because I enjoy it and because I was told to,” he continued.  “You see, I’m what you’d call a personal assistant.  Like any assistant, I have a master to answer to.  Whatever he tells me to do, I carry it out to the best of my abilities.  Sabotage, reconnaissance, distractions… assassination.  In this case, the last one was my master’s will.  When most of your orders involve inflicting bodily harm on someone, you need to have the lugnuts to carry them out.  Fortunately, I’m that type of bot.”

“You monster!  You will not get away with this, you insect impostor!” Zecora inserted her hoof into her saddlebag.

Cyberbee laughed.

“I believe I already have.  Not a single thing stopped me from carrying out my orders.  What can you possibly do?  I have the blades and blaster, while you have a simple bag on your back.  Given how primitive your world is, I doubt you have anything in there that could so much as dent my exhaust pipe.”

Zecora’s hoof withdrew from her saddlebag, a bottle containing a blue fluid within it.

“Oh no, a bottle!  Whatever will I do?” Cyberbee cracked up.

Wordlessly, Zecora hurled the flask at the insect, the glass shattering on contact and unleashing its contents all over him.  Cyberbee’s laughter was silenced when his body slowly became encased in a layer of stone.  The blue colored statue grew still, buying Zecora the time she needed.

As fast as her hooves would carry her, Zecora made a break for Ponyville.  Whatever this thing was, it was not natural, it didn’t even seem to belong on this world!  She hoped that this threat could be quelled by authorities, lest this creature wreak great havoc upon Equestria.

Veins of cracks appeared around the statue of Cyberbee.  With a shrill yell of anger, the stone layer was blown from the robotic insect’s body.  He shook his head, stretching his limbs, and giving his wings a quick flutter.  For a few moments, he considered pursuing the striped meatbag.

The zebra was long gone at this point, though.  No matter, he got what his master needed and that was what mattered.  He leapt off the ground, wings taking flight, and returned into the darkness of the forest.

“Okay, let’s see: pens, check; saddlebag, check; paper, check; Spike failing to put everything in the saddlebag right the first time, but succeeding on the second attempt, check; organized my other checklists to go through later, double check.  Alright, we’re all set to go!”

Twilight’s horn lit up as she used her magic to put her current checklist into her saddlebag, strapping it to her back.

“Spike, are you ready yet?  We need to go soon!” she called out.

The baby dragon came out with a piece of toast in one claw and glass of juice in the other.  He scarfed down the toast in one bite and gulped down his drink in quick succession before setting the empty glass on a nearby table.

“Twilight, it’s about 7:30 in the morning and we’re not scheduled to meet the Princesses until around 10:00 AM.  The train for Canterlot doesn’t leave for another hour and a half, and the train station is thirty minutes away.  What’s the rush?”

Twilight levitated Spike onto her back.  “Spike, this meeting is of the highest importance and I will not be late for it.  Not for any reason.”

“Is this about those weird container things they mentioned in the last letter?” Spike quirked an eyebrow.

“Yes and, from what I’m told, they didn’t sound good.  That’s why we need to hurry.  That and because it’s Saturday.” Twilight stated, matter of factly.

“What’s wrong with Saturday?” Spike crossed his arms.

“Spike, are you aware that a lot of the problems we deal with happen to occur on a Saturday?”

Spike rolled his eyes.  “Oh, come on, Twilight, not every problem we deal with happens on Saturday.  I mean, sure, there was Discord--”

“And Nightmare Moon.”

“Well, that was more of a Sunday morn--”

“And the ursa minor.”

“Okay, there’s that--”

“And the parasprites.”

“That too--”

“And the hydra.”

“Wow, you have a really good memo--”

“And cerberus.”

“Okay, I get it!” Spike threw his arms up in defeat.  “You have a point, but it’s not like someone’s going to come barging in with a big problem or anything!”

Spike probably should have chosen a better choice of words as Zecora came barging through the door, panting and out of breath.  She looked like she had a big problem on her mind.

Exclamation point to my argument, thy name is Zecora.

Twilight grew concerned to see her friend in such a state of panic.  “Zecora, what’s wrong?”

“Twilight Sparkle, forgive my intrusion!  But I have a problem that needs an immediate solution!” Zecora gasped, urgency evident in her tone.

“Zecora, please calm down!  Maybe you should start from the beginning.” Twilight placed a hoof on the Zebra’s shoulder.

Zecora nodded and recalled everything she’d encountered.  The pod, the animal carcasses, and the infernal insect.  The pod stuck out in Twilight’s mind the most.

The description matched that of the craft written in the letter by the Princesses.

Her brow furrowed as she turned to Spike. “Write a letter to the Princesses and tell them to meet us near the Everfree Forest!   And Zecora, when they arrive,” Twilight’s focus shifted to her zebra friend again.  “Take us to the craft.”

Cyberbee landed on a tree branch as his keeper looked up at him.  Master and pet were reunited once again.

“Did you get the scan?” he inquired.

“Yeah, I got it.” Cyberbee nodded.  “I can’t see why you dislike your current form, though.”

His master downloaded the replacement form into his processor and began to change shape.  Being with the Predacon Secret Police granted him all sorts of fancy gadgets.  A portable scanner to take on the likeness of another entity was standard issue for its agents.

“I never saw myself as a rabbit anyway.”

“But that’s what made it so funny!  They thought you were defenseless, then you just butchered the first bear to approach you!  Just like in the movies!” Cyberbee bounced once.

Cyberbee’s master now resembled a male Zebra, the fur now a shade of purple and the stripes a bright yellow.  The Mohawk was given yellow stripes.  His eyes were colored golden.

“This form will do.  You’ve done well, Cyberbee.”

“Always a pleasure!” Cyberbee enthusiastically buzzed.  The Energon build up suddenly surged Cyberbee’s circuitry.

“You’ve remained exposed for too long.  Time to return.” his master said.

“Aww, I was liking the exploration!” Cyberbee whined.

“Let’s try out this new form.” the zebra said, ignoring his Mini-Con.  “Dementia, Terrorize!”

The zebra changed within seconds, taking the shape of a tall, thin robot.  The hind hooves acted as legs with the forehooves bending into arms.  Four-fingered hands shot from the bottom of the hooves, clenching into fists.  A head with a faceplate and bright green visor took its place on the top of the torso, horns protruding from the sides of the head.

“Looking good, boss.” Cyberbee remarked as he latched onto Dementia’s back, burrowing into his rear before shutting off.

Dementia chuckled as he looked over his robot mode.

“Such an interesting development.  But I do wonder where the others could have gone.”  Hatches located at the waist of Dementia opened, allowing tentacles to extend outward.  Snapping at the air, Dementia’s laugh darkened.  “I suppose I’ll just have to search for them.  But first… let’s solve some problems, starting with the wildlife.”

Chapter 10: "Downtime: Breakfast"

Twilight and Zecora galloped at full speed through the streets of Ponyville, Spike holding onto the unicorn’s back for dear life as they traveled to their destination.   Just as they were about to leave the town a thought suddenly came to Twilight.

"Wait!" She shouted as she skidded to a stop, causing Zecora to reluctantly do the same.

"We do not have time to waste my friend. We need to bring this problem to a quick end." Zecora stated.

"I know, but I need to do this first," Twilight said as she levitated Spike off her back, "Spike, while Zecora and I go and meet the Princesses at the Everfree Forest, I need you to find the others and tell them to head straight to the Golden Oaks Library.  I think it's about time we fill them in on what's going on."

"You can count on me, Twilight!" Spike said, capping it off with a salute before darting out of sight.

Twilight turned back to Zecora, "Alright, let's go!"

The maw of the Everfree Forest slowly came into view. A great light flashed before their eyes, halting Twilight and Zecora in their tracks.

The light faded, revealing Princess Celestia, Princess Luna, and their Royal Guard escorts.

"Princess Celestia! Princess Luna!" Twilight did a quick bow before continuing, "I'm sorry to have to make you come out like this.

"Think nothing of it, Twilight," Celestia replied, "This is a matter that requires immediate attention.”

"Then let us not waste more time," Princess Luna added, shifting her attention on Zecora, "Dost thou know how to get to this craft quickly?"

Zecora nodded.  "I know a path that can bring us there.  One that is free of danger and can give us time to spare." "Lead the way, Zecora," Twilight said.

After recovering from the initial shock of the carnage regarding the animals surrounding the pod, the Royal Guards conducted their investigation of the craft, leaving Zecora to explain the details to the Princesses.

While Celestia was horrified, Luna was absolutely repulsed that one would slaughter these creatures so callously.

"Your highness!" the sisters, Twilight, and Zecora looked to the captain, who bowed before he carried on, "We've finished our examination."

"And what were your findings?" Celestia inquired.

"There's no doubt about it; this craft is identical to the one we found the other night," the captain reported.

"Then, ‘tis as we feared, sister," Luna said shaking her head, "This issue is getting worse by the day.  I believe it's time we let the other Elements of Harmony know what has transpired here.”

Twilight spoke up, "I already have Spike on the task.  They should be at the Golden Oaks Library shortly.”

"Excellent.  Captain, you and the rest of the Guards prepare this craft for transport.  And do please give these poor creatures a proper burial." Celestia said, her head lowered slightly.

"Yes, your highness!" The captain saluted, then rejoined to his fellow Guards.

The sisters’ horns glowed once more, creating a second flash of light.  In its wake, the Princesses, Twilight, and Zecora were gone.

Next stop, the Golden Oaks Library.

Paragon’s eyes fluttered open as they met the accursed rays of the sun through the blinds.  He sat upright, rubbing his eyes with a yawn.  He stretched out his arms, looking about the bedroom.  He couldn’t exactly remember when he fell asleep, though he remembered Pinkie Pie’s hyperactive giddiness keeping him up for an unprecedented period of time, much to the Diamond Dog’s chagrin.

Thankfully, the pink Pony had apparently crashed when sleep finally caught up with her.  Pinkie was lying face first in the floor, sleeping soundly.

Paragon sighed.

Thank Primus, she’s quiet for once.

Paragon’s ears perked up as his audio receptors picked up a loud snore coming from the corner of the room.  He looked over to see the source of the sound.

Rainbow Dash.

Thin streams of drool trickled from the cyan Pegasus’s mouth as she snored as loud as an engine.  Blitz Streak was right beside her trying to block out the droning snores by burying his head into his pillow.

Simply put, it wasn’t working.

Paragon tried to resist the urge to laugh at Blitz’s clear annoyance.  The yellow Pegasus raised his face from the pillow, revealing dark circles beneath his eyes from lack of sleep.

Oh, what the heck, a little laughter would brighten up his day.

Paragon cracked up, nursing his gut while pointing at Blitz, the latter’s eye twitching with a vein pulsing from his temple.

“Rough night, kid?” Paragon asked in between fits of laughter.

"To think that I used to complain about the Axalon’s engines being too loud,” Blitz mumbled as he stood.

“You think that’s bad?  Try dealin’ with a pony who won’t stop flappin’ their gums.” Paragon said, making a yapping gesture with his hand.

"Combine that with a snoring Pegasus, and you have a formula for a sleepless night.” Blitz remarked.

A yawn from Rainbow Dash broke their conversation as she stretched out her wings and hooves, getting the cricks out of her neck.

“Another day of being awesome.” she opened one of her eyes at the Maximals. “Morning, guys.”

“Well, I’m glad someone had a good night’s rest.” Blitz remarked.

“I slept like a newborn filly!” Rainbow’s wings carried her into the air, maintaining a laid back position with her hooves resting behind her head.

“So we’ve heard,” Paragon muttered.

Rainbow’s eyes narrowed. “What was that?”

Paragon held up his arms, defensively. “Nothing.”

Blitz massaged his aching eyes, chiming in, “So, what’s our agenda for today?  We meeting your Princesses?”

Before Rainbow could answer, they were interrupted by the high-pitched voice of a familiar, hyper mare.

“I made breakfast!”

The three looked to see Pinkie Pie holding four trays of waffles, glasses of milk, and a few bowls of ice cream.

Blitz remained aghast at Pinkie's astonishing speed while Paragon pinched the bridge of his nose.

“I’ll never understand that one.” the Diamond Dog frowned, manually shutting Blitz’s agape jaw, bringing him back to his senses.

“I’m not even sure if we can eat,” Blitz rubbed the back of his head.  “We’re non-organic and having all of this material may cause some, how do I put it… issues?”

The scent of the freshly baked waffles, however, snuck into Paragon’s nose, causing his tongue to sag from the corner of his mouth.  The temptation was too strong; he had to try it.

No, he needed to try it.

“Only one way to find out!” Paragon plucked one of the waffles from the plate, stuffing it into his mouth.  The moment the food made contact with his beast mode’s taste buds, the Diamond Dog’s eyes dilated into dots.

“Paragon, are you alright?” Blitz tapped his friend’s shoulder gingerly.

“By the Matrix, I think I’ve just had a slice of heaven!” Paragon swooned, devouring another waffle from the plate.

“Well, I guess it’s worth a try.” Blitz took a bite out of one of his own waffles and felt the warm sensation of taste flood his mouth.  “Ultra gear, you’re right!  This is delicious!”

“I know, right?!” Paragon replied through a mouth full of waffles.  So full, in fact, that his cheeks were bulging orbs.

Rainbow and Pinkie gorged on their own plates as the Maximals chowed down theirs within nano-kliks, the robots letting out a collective belch.

Paragon pat the younger bot on the back. “Boy, that hit the spot, kid.”

“I guess it’s okay to eat while in beast mode,” Blitz shrugged with a smile.

“Who wants seconds?” Pinkie tantalizingly asked.

Paragon immediately heeded the call, shooting his hand up.

“I DO!”

"I think I’ll pass.” Blitz took a sip of his milk. “This stuff isn’t half bad either!  Not as good as a cup of liquid Energon, but it’s good nonetheless.”

Paragon just shrugged, looking down at the waffles. “More for me!” he stopped upon noticing that this batch was covered in a white, powdery substance.

“What’s this?” he asked with a raised eyebrow.

“Powdered sugar, silly willy!” Pinkie gave a wide grin.  “It’ll make your waffles more scrumptious than ever!”

Paragon’s interest was piqued at the sound of that.  Picking up the morsel, he took one bite and his mouth was flooded with the sensation of the sweet sugar, eyes reducing to that of dots once more.

“This… is… AMAZING!” he exclaimed. “I take back everythin’ I’ve ever said about this backwater planet!”

Paragon messily devoured his second plate, Blitz and Rainbow scooting away from him a few inches.

“Look at him go,” Blitz nudged the weather pegasus.  “How long do you think he can go on like this for?”

“All day, maybe?  Guess we’d just have to wait and see…” Rainbow blinked twice at Paragon’s display.

“So, about those Princesses of yours?” Blitz hearkened back to their exchange from before.

Rainbow was left confused at first, but was able to recall what he was referring to, her face morphing into a state of remembrance.  She tapped her chin with her hoof.

“Oh, yeah, that!  It’s going to be a little more… what’s the word?  Complicated?  Yeah, let’s go with that.  It’ll be a little complicated to explain this whole situation to our friends.”

“No it's not. There are two factions of robots that were battling in space and during said battle, they crashed, and both of them landed in Equestria!  Now, the two factions are trying to regroup so they can continue their epic battle of good vs evil, and now two of the robots on the good faction have been discovered, and you're asking for my help so we can all help save the world!  What's so ‘complicated’ about that?” Pinkie interjected.

“Not exactly what I meant, Pinkie.” Rainbow facehooved.  “I mean how we’re going to explain this whole thing without coming off like we’ve had a screw loose.”

“This world is full of magical ponies, monsters, talking dogs, and other freaks of nature.  Aliens wouldn’t be that far-fetched if I lived on this world.” Paragon spoke up through a mouthful of waffles, the powdered sugar now creating a white outline around his mouth.

"We’ve grown used to these magical creatures, not robot, shape-shifting aliens.” Rainbow countered, taking a bite of her ice cream.

“Yeah, yeah, whatever.” Paragon wave her off before focusing his attention on Blitz’s dessert. “Hey, kid you gonna eat that, uh…”

"Ice cream.” Rainbow reminded.

“Yeah, that.” Paragon finished.

Blitz shrugged. “Go ahead.”

Without a second thought, the Diamond Dog grabbed the bowl and started to chug down its contents.

“I swear, he’s like a bottomless pit!” Rainbow gawked, wide-eyed.

Blitz eyed the slowly growing size of Paragon’s stomach and winced. “That… doesn’t look good.”

“What’re you talkin’ about?” Paragon burped as he dropped the now licked clean bowl to the floor.  “I feel fine--”

Then Paragon felt a sudden, sharp pain in his head.  It was like… his processor just… froze!  It felt like a million needles being prodded into his skull, making the sensation worse.

“A-A-AAAAAAAGH!!!!  MY PROCESSOR!!!” Paragon howled, clutching his skull, falling onto his back, the pot belly sloshing in all directions like jello.

“Paragon?!” Blitz rushed over to his side, looking at Rainbow and Pinkie.  “What’s wrong with him?!”

Blitz became perplexed when he noticed that Rainbow and Pinkie had burst out laughing, sending a wave of befuddlement over the Maximal.  “What’s so funny?”

“Paragon’s got the brain freeze!” Pinkie bounced with every word to emphasis her point.

"It’s what happens when you eat too much cream at once,” Rainbow explained through her laughter.  “It doesn’t last that long, but it’s hilarious when it happens!”

Paragon sat up, the ache slowly subsiding.

“Y’know, a little warning would’ve been nice!” he whined while Blitz let out a sigh of relief.

“Mind if we get back on topic?”

“Oh, right.” Rainbow recomposed herself before continuing.  “The best way they’d buy it is if you transformed in front of them.”

Blitz raised an eyebrow as he replied, “And if it causes them to faint like it did your flight team?”

“I can assure you that they’d be able to handle it.  We’ve seen weirder.” Rainbow confidently assured, her usual cocky smirk crossing her features.

Blitz thought about the prospect for a moment, then shrugged.

“I suppose we can give it a shot.  What better proof than the real thing?”

Paragon grunted as he struggled to sit up, but had some difficulty with the weight of his tumorous belly holding him down.  After a moment or two, he achieved a sitting position with a groan.

“Alright, I should be good to go.” Paragon nodded.

“Sure you are,” Rainbow teased, inciting a disgruntled glare from Paragon.  Blitz flapped his wings, joining Rainbow in the air.

"Think you can move, Paragon?” he asked.

"Yeah, just give me a bit,” the Diamond Dog pushed himself to a knee.  Before he could go all the way, however, Blitz intervened, swooping beneath Paragon, mounting him on his back.  “‘Ey, ‘ey!  What’re you doin’?!”

“Making it easier on you,” Blitz answered… albeit with a slight bit of fatigue.  “By the Matrix, did you put on some weight…”

“Onward, to Twilight’s, we go!” Pinkie declared in a deliberately over-the-top manner.  The group made their way down the stairs, going on a straight beeline for the front door.  Without a moment’s hesitation, Pinkie flung the front door open, and leapt outside… right into the small frame of Spike.

The baby Dragon and the Pony tumbled several feet before slowing to a stop, Pinkie sprawled over Spike, horribly dazed.

Shaking her head, the pink party Pony looked down at Spike, who held his head.

“Oh, sorry, Spike!  I totally didn’t see you there, otherwise I would have thought ahead and not bolted out the door, also avoiding our heads being--”

"Pinkie, you’re crushing him!” Rainbow interrupted.

"Whoops!  Sorry, again!” Pinkie backed off the young drake, the Maximals rejoining her and Rainbow.

“Friend of yours?” Paragon asked, to which Rainbow nodded.

“Twilight’s assistant, actually.  He lives with her.” she explained, helping Spike to his feet to regain his bearings.  “You okay, little guy?”

Spike shook the cobwebs from his head, “Yeah, I’m fine.  Just a sore, is all.  Anyway, Twilight sent me here to find you!  She said to meet her at her house immediately!  It’s urgent!  Twilight, Zecora, and the Princesses found some kind of large pod in the Everfree!  They’ll go over the rest of the details at the Library, but you need to go, now!  I’ve already talked with the others; they’re waiting for us right now!”

“Then, what’re we waiting for?  Spike, climb on!”

Spike boarded Rainbow’s back, taking notice of the two Maximals for the first time.

“Hey, wait a minute, who’re yo-OOOUUUUU?!” Spike’s sentence transitioned into a cry as Rainbow bolted down the streets like a multi-colored bullet.

"... She’s fast.” Paragon bluntly stated.

“You have no idea,” Blitz shook his head.

"That’s our Rainbow!” Pinkie galloped after her.  “Keep up, Blitzen!”

The yellow Pegasus blinked twice at the label Pinkie had just given him. “Did she just call me ‘Blitzen’?”

“Kid, get a move on, I’d rather we not be left behind.” Paragon reminded.  “The sooner we’re done here, the sooner we can all go home.”

“Oh, right.” Blitz took off after them, though when one’s carrying a Diamond Dog that devoured a large breakfast, it was understandably a little difficult to maintain his altitude.  “Remind me to make you work off those extra pounds!”

Chapter 11: "Executive"

“Warning: Internal pod scanners compromised.  Opening pod and awakening occupant.”

A loud beep rang throughout the Maximal’s audio receptors.  His optics were met with the cap of his pod hissing as it unlatched itself from the rest of the craft.

The Maximal wrapped his fingers around the lid and shoved it open with a grunt.  His optics were met with a mostly barren wasteland.  Cacti were scarce, but present.  Tumbleweeds careened with the direction of the wind, small insects scurried about mounds of dirt and rocks.

A desert.

“Computer, give diagnostics,” he said, eyeing his surroundings.

“Planet unknown, further data is required.  Detecting low traces of Energon in this region.”

The executive officer knelt down, scooping up a handful of sand.  Letting the sediment components slip through the cracks in his fingers, his optics narrowed.

The others could be scattered in different sectors of this planet.  I must find them as soon as possible.

His objective clear, the Maximal steeled himself for his search.

Then he heard what sounded like laughter and partying.

His attention having been received, the Maximal turned to the general direction of the sound, his optics catching faint shapes of buildings in the distance.  Zooming in, he saw that there was some kind of town.  Most of the structures were wooden, likely making the inhabitants primitive, but there was at least some form of life here.

The style of the town’s infrastructure reminded him of the humans’ old western folklore and tales.  Town in the middle of the desert, wooden buildings, complete with a saloon and a one-way street for those classic showdowns.  Everything fit.

What didn’t fit, however, was the inhabitants of the town themselves.  He expected there to be humans, but what he saw in their place were several four-legged, Equine lifeforms.  That and larger, furrier beings with horns on the sides of their heads.

Equines?  I’ve heard of them in my human research, but I’ve never encountered a species that could talk or even occupy a civilization.  Further inspection may be required.  I’ll have to blend in, so as not to cause unnecessary panic.  One of those larger creatures should suffice as a form.

The Maximal downloaded the form into his databanks and the transformation took place, turning him into the large, horned beast.

A Buffalo.

The Maximal made his way towards the town with the plan to keep a low profile in mind.

Upon entering the small community, his disguise had thoroughly convinced the locals that he was one of them.  Having avoided a town-wide panic, he moved onto his next order of business.

Finding his team.

Unfortunately, he didn’t know where to start.  But he knew that he had to get a lead and soon.  At this point, his crew could be injured or even offline.

He couldn’t dwell on that idea.  Worrying wasn’t going to get him anywhere and he needed to stay focused.

The Maximal executive officer observed an earth pony, accompanied by a young female buffalo, passed by him.  His eyes followed them where he came to note their attire.  The female Buffalo's small size stood out from amongst the other male specimens he’d observed thus far.  She also appeared to be wearing articles of clothing that looked to be from what the humans called "Native Americans".  Looking over the earth equine, it was rather clear that he resembled one of those “Cowboys” (or "Cowponies" in this case) who roamed the wild west, if the town itself wasn't enough indication.  From his observations, these native buffalo and western themed ponies all lived together peacefully.

He couldn’t help but overhear their conversation.

“So, the rumors are true?  Princess Celestia herself is going to be one of the pie judges this year?” the female buffalo asked.

"You betcha!  Our family has been running ourselves ragged trying to perfect our Apple Family Apple Pie.  When the Princess is coming all the way from Canterlot to act as judge, you gotta pull out all the stops!" the Earth Equine replied.

The Buffalo's ears twitched.

Princess? This world, or at least this sector, must be ruled under a monarchy form of government with a royal system.

All things considered, the Maximal was already forming a believable sounding story in his mind.  Now the only thing left to do before putting his story into play was think of an appropriate name.  His mind ran wild with different designations. After a few nanoclicks, his mind was made up.

“WATCH OUT!”

A panicked voice broke the Maximal from his calculations.  Whirling around, he spotted an incoming avalanche of barrels tumbling towards him.

Rather than turn tail and run, he held his ground.  He planted his feet firmly into the dirt and lowered his head.  The barrels slammed into the Buffalo's skull, driving him back a few feet, dust kicking in all directions, but the Maximal remained firm in his stance, slowly bringing the barrels to a stop.  Buffalos were known for being physically strong and durable creatures, but it wasn't every day to see one stop a rush of so many heavy barrels coming their way, let alone head on.

This feat caught the attention of the townsfolk, including the small female Buffalo and her companion.

So much for not bringing attention to myself.  I suppose it couldn’t be helped.

The Maximal let out a deep breath as he backed away from the now stationary barrels.

One of the male Equines galloped towards the Buffalo, heaving as if they’d had a near panic attack.

"Oh, golly gee, I'm terribly sorry about that!  The rope just snapped and the barrels started filing out like a bunch of rabbits in a carrot field!  You okay?" he sputtered, concerned over any possible injuries he may have caused.

“I’m fine, there was no harm done.” The Maximal replied.  “It was an accident.”

“Are you sure there, partner?  Nothing broken or anything?”

“I assure you that I am fine.” He nodded.  “Everything happens for a reason."

"Wow, mister, Ah’ve gotta say Ah've never seen a Buffalo do that before!" stated the Cowpony equine the Maximal had observed earlier.

"Even I didn't think it was possible." the female Buffalo added.

The executive officer remained calm and continued with smooth, deliberate precision.

“Thank you, it was nothing.”

"Though, why didn't you just try to move out of the way?" The Cowpony asked as he adjusted his hat.

"The barrels would have likely injured another bystander who wasn't as physically able or caused unwanted property damage."

"Huh, never thought of it that way," the earth equine rubbed his chin. "Y’know, Ah don't think Ah've seen you around here before.”

"Neither have I, and I know everyone in my tribe." the female Buffalo concurred.

"I am... relatively new around these parts." He scratched his head.  Technically, he was telling the truth as he had, indeed, not been anywhere like this before.  But he was hoping to keep where he came from under wraps.

"My Buffalo tribe is very reclusive. I decided that I wanted to see things outside of my tribe," he said.

"Ah see.  Well then, welcome to Appleloosa, sir!  My name is Braeburn and this here is Little Strongheart!" The Cowpony said.

"It's very nice to meet you." the female Buffalo greeted with a smile.

"Likewise," replied the Maximal. "My name is Stronghold.  This is quite the town you’ve settled yourselves in, Braeburn.”

"Ah know, ain't it grand!? Braeburn said with a prideful grin. "We settler ponies built all this in just the past year, ain't it something?!  And as you can see, we have all of the finest comforts.  Like horse-drawn carriages, horse-drawn, horse-drawn carriages, local watering hole, the Salt Block, our wild west dances, our mild west dances, and--"

Braeburn’s rambling was cut off when Little Strongheart covered her companion's mouth.  "He said it was quite the town, Braeburn.  He didn't say he wanted a full on tour of it."

"Uh, right.  Sorry 'bout that." Braeburn’s smile was now more sheepish.

Stronghold gave a small chuckle. "I'd say that it's quite the accomplishment for you and your people."

"So Stronghold, what brings you here?" Little Strongheart asked.

"I was actually planning on looking for some mode of transportation, particularly one that travels long distances," he explained. "Would anything like that be around here?"

"Sure do!  We’ve got ourselves a train that can take you anywhere you wanna go in Equestria!" Braeburn said.

Stronghold smiled.

At least they had advanced that far, technologically speaking.

"Do you know where I may speak with your highest authority figures? As in where I may go to meet them, by any chance?"

"You mean the mayor of Appleloosa?" Braeburn asked.

"I think he means Princess Celestia." Little Strongheart corrected.  “You don’t need a train to see the mayor.”

"Little Strongheart is correct. I have some urgent business that may require their attention." Stronghold said.

“What kind of urgent business?” Braeburn followed up.

Stronghold tried to muster up a plausible excuse but the words were evading him.

“It’s… a personal matter that involves my tribe, and I’d very much rather speak to your monarchs about the matter."

"Oh my, we're sorry to hear that." Little Strongheart frowned.

"Well if that’s the case, we’ll help get you on that train faster than a jackrabbit in a foot race!" Braeburn declared.

“While I appreciate the gesture, I’m afraid I lack any methods of payment.” Stronghold lowered his eyes to the floor.

"That I can help you with!"

All three turned to the earth equine who Stronghold had assisted moments ago.

"Pardon me, I couldn't help overhearing that you needed some help with transportation?"

“Yes?” Stronghold blinked.

“Well good sir, my team and I were gonna be taking the train to bring our cargo to the good folks that ordered it; the cargo that you saved moments ago!  So, as thanks, we'll bring you along and drop ya off wherever you wish!  It’s the least we could do after we nearly ran you over.”

“Very well, I will accompany you.  Thank you for your generosity.” Stronghold gratefully smiled.

"My pleasure! Oh silly me, I forgot to introduce myself!  The name's Matchstick." the pony said as he held out a hoof.

"Stronghold," The Maximal replied as his own hoof shook Matchstick’s.

"Well, what do ya know?  Luck looks to be on your side, my friend." Braeburn chuckled.

Stronghold nodded.  “I must be off now.  It was good to make your acquaintance.  I do hope to return, one day.”

"We'd be happy if ya did, partner!" the Cowpony beamed happily.

"It was very nice to have met you, Stronghold." Little Strongheart grinned.

With a wave, Stronghold bid his newfound friends farewell, then followed Matchstick to the train station.

Wherever his friends may be, he was determined to find them.

Chapter 12: "Discovery"

Blitz Streak had been keeping up with Pinkie Pie for the duration of the trip, coming up on a large treehouse.

“That’s a library?” Paragon called out from Blitz’s back.  “Poor design choice, if you ask me.”

“Well, maybe that’s just a personal preference?” Blitz speculated.

“Uh, kid--?”

“I mean, what if it’s a library and a house at the same time?”

“Kid--?”

“Some archives back on Cybertron can function as both a library and home to the owner.”

“KID!”

“WHAT?!”

“SLOW DOWN!”

Blitz hadn’t noticed it, but he had gotten so caught up in his own mind that he failed to realize just how fast they were coming up on the door of the treehouse.

And Blitz was about to get a mouthful of the front door.

“Aw, slag...”

Colliding with the door, the Maximals barreled into the living room of the library, rolling until they hit a shelf, burying themselves in a massive pile of books.

The Mane 6, Spike, Zecora, and Princesses looked on, startled at the sudden barge of these unexpected guests.

Blitz poked his head out from the pile of books, Paragon coming after.

“Sorry…”

“Would you watch where you’re flyin’ kid?!” Paragon exclaimed.

“I said I was sorry already!” Blitz growled, his forehead pressing against the diamond dog’s.

“Sorry won’t fix anything if we get slagged because of your unawareness!”

“Guys!” Rainbow’s voice rang out, bringing the attention of the Maximals to the equines (and single drake) in the room, most of which stared at them with flabbergasted expressions.  Getting a good look at them, the two Maximals saw a light purple unicorn with dark purple mane, and single pink streak going through it; a bright orange earth pony with a blonde colored mane, and cowgirl hat placed on top of her head, a much more milky yellow pegasus with a pink mane, who visibly flinched at the sight of their interruption; a white unicorn with a purple mane groomed into curls; a grey equine, like the others, but with stripes and a Mohawk-styled mane; and there were the two alicorns, one a heavenly white, the other a dark blue, both wearing royal attire, complete with tiaras.  The white alicorn was taller than the darker coated one, however.

To say that was uncomfortable would be putting it mildly.  Blitz cleared his throat, trying to shake off the awkward feeling.

“Oh, um… hi?”

The silence that followed didn’t exactly alleviate the embarrassment.  Finally, Twilight broke the ice.

“Who are you, and why did you just barge into my house?”

“Oh, right… that… sorry, again.” Blitz scratched the back of his head.

“Blame him, not me.  He flew, I just rode.” Paragon jetted a thumb at the rookie.

Rainbow landed beside Blitz and Paragon.

“Twilight, let me explain.  Pinkie and I know these two and it might pertain to this meeting.” she said.

Twilight raised an eyebrow. “You do?”

“Yeparoonie!” Pinkie chimed in.

“I’m not sure I follow, Rainbow?”

“Let me introduce them; this is Blitz Streak and Paragon.” Rainbow gestured to the Maximals as they dug their way from the mound of books.

Rarity gave Paragon a good, long glare.  Given her past experiences with such uncouth animals before, one could imagine how much distaste she still had for them.

Paragon became aware of the looks he was getting and narrowed his eyes.

“Why’re you starin’ at me?”

“No reason, no reason at all.” Rarity broke off her gaze.

“I met Blitz at the academy not too long ago and--” Rainbow would have continued had she not realized that Rarity was looking at Blitz, then at Rainbow, then at Blitz again.

“Met him at the academy, you say?” the fashion unicorn asked, gaining a pernicious grin.

Rainbow narrowed her eyes.

"Wait, what’re you giving me that look for?”

Rarity rubbed her chin, the mischief in her face never leaving or fading.  “Just how long have you known each other, exactly?”

“A few days, at least.  We met Paragon just yesterday.”

“How interesting.” Rarity pronounced in a tone all too familiar to Rainbow’s ears.

“Wait a minute, I know that tone!” Rainbow zipped up to the Unicorn, inches from her face. “You think I’m dating him, aren’t you?!”

Having been found out, Rarity resorted to her primary tactic; play innocent.

"I have no idea what you’re talking about darling!” she denied, giving the most innocent smile she could muster.

Her smile betrayed her words.

“We are NOT dating, okay?!  NOT!  DATING!” Rainbow yelled, feeling the temperature rising in her face.  Whether it’s from anger or embarrassment could have been any pony’s guess.  It was likely both, knowing her.

Blitz felt his own face burn red in the cheeks.

“I’m not even organic, how would a relationship like that even work?!”

"Wait, what did you just say?” Twilight beamed at Blitz.

Rainbow and Rarity stopped arguing, the former shocked at Blitz’s sudden revelation.

“Did you just say that you weren’t organic?  What’re you talking about?  You’re a pony, what makes you think you’re not?” Twilight raised an eyebrow.

Paragon crossed his arms, sighing at Blitz.

“And they said I had no sense of tact.” he deadpanned.

All eyes were on them once again.

Princess Luna, in particular, already had a feeling about these two since they crashed through Twilight’s door, but that little sentence just peaked her instinctive hunch that something was off about them.  If there was something she always had, even before her banishment, it was intuition, and it was blaring within her head.

There was definitely more than meets the eye with these newcomers.

Paragon knew what nervous was, having personally seen and experienced what it was like himself under countless circumstances.  But out of all his experiences, he had never seen anyone quite as nervous as Blitz Streak was right now.  The small puddle of sweat forming beneath his already quivering legs was quite a clear indication of this.

With the attention of so many individuals on him, Blitz felt a crushing weight of pressure on his shoulders.

What would Big Bot do in this situation?!

“Well… you see…” Blitz began, but he bit his tongue, finding it difficult to formulate the correct words.  That’s when Paragon stepped in to lay it down nice and easy.

“We’re aliens."

"WHAT?!" Mostly everyone shouted in unison, with the exception of four individuals.

Two of them being Pinkie and Rainbow Dash, who were too flabbergasted to make any coherent response.  Another was Zecora, who was at first taken aback, but studied the Maximals more closely once she recollected herself.  The fourth was Princess Luna, who stared down the two intently.

"Paragon, what the heck?!" Blitz stared at his companion, eyes wide and slack jawed.

"They were going to find out sooner or later.  I'd rather it be sooner so we can get it over with." Paragon shrugged. "Besides, you gave away our cover.  Might as well come clean."

"Well you could have let us ease everypony in on this instead of blurting it out!" Rainbow blurted.  As the realization of what she just said hit her, Rainbow immediately cupped her hoof over her mouth.  She darted her eyes about the group and noticed that she was the center of everyone’s focus this time.

Applejack narrowed her eyes. “You knew about this, Dash?”

"And you didn't bother to tell us sooner?!" Twilight added.  The fact that one of her own friends had hid something as big as this was hard to digest.

"I was going to tell you guys! Honest!" Rainbow reasoned. "I just didn't exactly know how to tell you!”

"But I thought it was easy to explain" Pinkie interjected herself into the conversation, "There are two factions of robots, The Good Guys being called Maximals and The Bad Guys being called Predacons, that were battling in space and during said battle, they crashed, and both of them landed in Equestria and now the two factions are trying to regroup so they can continue their epic battle of good vs. evil, and now two of the robots on the good faction have been discovered, and they're asking for our help so we can all help save the world!"

Nearly everypony in the room blinked at Pinkie Pie, who gave a bubbly grin in return.

"She's just about got it right." Paragon leaned on Blitz's back.  Paragon looked over the ponies, and caught Luna’s eyes still locked on them.

"What is it with you ponies and staring intently at others?  Is that just somethin’ you guys do?" Paragon asked, annoyance starting to creep its way back into his tone.

Luna seemed to ignore the outburst and turned to Pinkie and Rainbow.

"Let's get things straight.  You’re telling us that these two are associated with the "good guy" robot team, or "Maximals", as you call them?"

Both nodded.

"What is thou's proof of this?" Luna asked.

"Blitz hasn't attacked me or anypony else since he got here." Rainbow said.  “Plus, Paragon can't beat a monster to save his life; literally.”

"Hey!" Paragon whined in the background, though nobody paid him heed.

"Very well." Luna returned her gaze to the Maximals, "Then answer me this; what do these "Predacons" look like exactly?"

Blitz rubbed his hoof against his chin, contemplating his words, but was intercepted by Paragon.

"Well... the thing is... we don't know. They could look like anything, really. These aren't even our true forms; they're just disguises and a means of protecting ourselves from the radiation of the massive Energon caches on this planet." Blitz said.

Applejack furrowed her brow. "So, how do we know neither of y’all aren't actually Predacons?"

Paragon frowned, his ears falling downward.  "Do we look like Predacons to you? What do we have to do to show that we're not the bad guys here?"

Celestia pondered this question for a moment before answering, "Surrender over any and all weapons you may wield, and telling us everything that you know about this enemy would be a start."

"That and allowing our guards to have you under constant surveillance for the time being." Luna added on.

"What?!  Are you kiddin' me?!" Paragon griped.

Just how much assurance did these ponies need anyway?

"Paragon, this is their planet... let's just ease their suspicions and we'll get our stuff back when they can trust us." Blitz assured, hoping to keep his companion moderately level-headed.  "We'll do it, just give us a cycle. We'll need to transform, in order to disarm."

"Transform?" Twilight felt some minor discomfort at the term.

"You'll see," Blitz looked up at the ceiling. "I’m pretty sure that there's enough room in here.  Blitz Streak, Maximize!'

"Paragon, Maximize!"

Both animals changed within seconds, their robot modes towering above most of the equines in the room. There was a large gasp from just about everyone as they saw the transformation.  Zecora took multiple steps backward, Fluttershy curled into a small ball on the floor, Spike’s mouth dropped, Rarity let out a loud gasp, and Applejack’s eyes nearly bugged out of her head.  Before the two could even open their mouths to speak, they felt themselves being surrounded by a bright-colored, transparent aura.  Celestia, Luna, and Twilight concentrated their horns to keep the barrier around the massive extraterrestrials.

"Drop all the weapons you have on the floor!  Put them down nice and slow.  And please be careful!" Twilight stressed.

Blitz and Paragon held up their hands.

"Okay, okay, just cool it, lady!" Paragon frowned. "No need to go crazy.”

Blitz took out his blaster, turning the safety on before he set the gun on the floor.  He backed away from the weapon as Paragon did the same with his own gun.  As he withdrew from his blaster, Paragon looked to Blitz, but only found the young Maximal glaring at him.

"What?"

"All of your weapons, Paragon." Blitz narrowed his eyes.

Paragon let out a resigned sigh as he took off his explosives, setting them down on the floor.

Twilight and the Princesses shrunk the barrier, allowing the magical boundary to pass over the utilities, allowing Applejack and Rainbow Dash to cautiously confiscate the weapons.

"Alright we're all clear, sugar cube!" Applejack nodded to Twilight, who released the magical spell, Celestia and Luna following suit.

"Good. Now you two will-," Celestia started before getting interrupted.

"Pinks, don't touch that!" Paragon yelled at Pinkie, who was examining his explosive charges, getting a little too close for comfort.

"What? I just wanted to see it!" Pinkie argued.

"Do you want to explode?!" He fired back, instilling alarm in the entire treehouse.  Pinkie got the memo and zipped several feet away from the charges.

Luna, with quick precision, levitated the weapons with her magic.  "I'll take care of these." She conjured up a chest, placed the Maximals’ arsenal within it, and locked it.  "All clear.”

The two Maximals reverted back to Beast mode.

"Sorry for the whole scare," Blitz said, shifting his forehoof.  This wasn’t turning out the way he’d thought it would.

"Just… give us more of a heads up next time when you do that, darling." Rarity said, followed by mumbles of agreement from the others.

"You mean the aliens part and Pinkie's description wasn't warning enough?" Paragon snorted.

Blitz delivered a hard punch to Paragon's ribs, gaining a pained grunt from the diamond dog.

"Sorry, he's a bit abrasive.  Now that we've gotten the awkward part out of the way, mind if we get your names, now that you know who and what we are?"

"Well, since you've been cooperative, I don't think that's too much to ask for." Celestia said. "I am Princess Celestia."

"Princess Luna," was all the night monarch said.

"I'm Twilight Sparkle."

"Uh… I'm Spike."

"Howdy. Name’s Applejack."

"I'm Rarity.”

"Zecora is my name.  Potion brewing and helping others when needed is my game."

"I-I'm… Fluttershy…” the meek pegasus looked away, her voice trailing off into a quiet whisper.

"Huh?  What's that?" Paragon placed a paw to his ear.

"I-I'm… Fluttershy…" she repeated, though this was hardly an improvement.

"Okay, you really gotta speak up, lady." Paragon stated bluntly, extorting a small whimper from Fluttershy. "I can hardly hear ya."

"I'm… F-Flutter… shy…" she repeated yet again, but her voice was still barely audible.

"... Nope.  Still can't hear ya.” Paragon rolled his eyes.

"Fluttershy.  Her name’s Fluttershy.” Rainbow said.

Blitz cleared his throat. “I suppose you deserve a better and more detailed explanation."

"Proceed." Celestia urged.

Blitz took in a breath.  "We're from the planet Cybertron; we call ourselves Maximals and we live alongside a war mongering faction called the Predacons. We established a peaceful age while the Predacons just want to conquer the planet and make it into a war-like empire. In basic terms, Predacons are no good. We're the crew of the Axalon, an exploration ship we flew.  There's four of us in total, Optimus Primal being our leader.  We got word of a few Predacon punks stealing this ancient relic called the Golden Disk, which would lead us to a planet yielding an abundant supply of Energon, which is essentially our energy.  The head honcho of the whole thing being Megatron.  We were told to pursue his cruiser and get the Disk back, but we entered a transwarp portal during the fight.  Our ships are badly damaged and we crash landed on your planet. Ever since, we've been waking up all over the place.  I met Rainbow at the academy and Paragon has apparently been surviving in the jungle for days."

"Your planet was barely redeemed by its food." Paragon quipped.

"I believe we must take this sudden development back to Canterlot.” Celestia proclaimed.

"After you." Paragon ushered.

“Twilight, we do urge that you and your friends accompany us.” Luna said.

Twilight nodded. “Of course, Princess.”

"What do we need to bring them all with us for anyway?" Paragon asked. "Are they some kind of special guests or something?"

"It’s nothing you need to concern yourself with." Luna stated candidly.

"Jeez, you ask a question and get the blunt denial." Paragon grumbled.

"Paragon, we're not in the best position to ask questions at the moment when we’re the ones intruding on their planet.” Blitz said.

This didn't lessen the diamond dog’s curiosity.  The best assumption Paragon could come up with was that these ponies were some kind of important group.  Or they're just a favorite of these Princesses.

The term ‘princess’ then made Paragon bring up one question, "So, uh, where's the queen?"

All the ponies, Spike, and Zecora looked at Paragon, then gestured to Celestia and Luna.

Paragon raised an eye brow at this, "But... they're princesses.  Queen comes after Princess.  So who’s the queen?"

"Paragon, they are the rulers of Equestria," Blitz said. "We told you this already.”

"All you told me was that they were high up the Royal food chain!  Ya didn't tell me they ruled the dang place!" Paragon said to Blitz before turning back to the monarchs, "Why don't you use the term queen?"

"We have no obligation to answer you.” Luna retorted, sternly.

"It is fine sister, be calm.” Celestia said to her sister, then looked back at Paragon.  "While, yes, a queen does come after a princess, the word queen, unfortunately, carries with it a large amount of negative response due to past events.  So we use the term princess, instead. It may sound silly but we wish for our subjects to see us as something not to be feared, and if it means not using a certain title, then my sister and I will not use it."

Paragon gave the two alicorns a long stare of sheer confusion, to the point where one of his optics started twitching.

“I’m still not following.”

Blitz sighed. “Forgive him, Princess.  He’s like this sometimes.”

"It's quite alright," Celestia replied. "No harm done.”

Though the looks on everypony else said otherwise.  Rainbow and Pinkie looked about ready to facehoof themselves while the rest gave Paragon unfavorable glares.

"You need to teach your friend about showing others respect," Luna huffed.  She could already tell that whether they were good or bad, she wasn’t going to like this Paragon fellow.

Not one bit.  As if to punctuate her point, she had caught glimpses of Paragon making yapping gestures to himself with his paw, moving his tongue in sync with her's.

"I'm technically under him, in terms of rank..." Blitz conceded.

"If that's not pitiful, I don't know what is." Luna sneered.

"The kid joined our crew not too long ago, for your information.  So, pardon him for not exactly getting that far up the chain of command.  Not all of us are born into a high and mighty position, ya know." Paragon returned the cold daggers.

"I was referring to the fact that this youth shows more respect and dignity than thee. And if thou are his senior officer, it makes me wonder if your positions of rank should be inverted."

"You think so, Princess?" Blitz said, beaming at the thought.  A hard glare from Paragon was quick to change his train of thought.  "Uh, I mean, Paragon has his good spots."

Luna scoffed. "Then, perhaps he should start showing these alleged ‘good spots’.  Otherwise, he'll be getting upstaged by a ‘kid’ as he labels thee.”

"That's enough." Celestia cut down the argument.  "We've wasted enough time as it is. We must be going.  Gather around, everypony.  It's time to take our leave"

"But Princess what if that bug creature Zecora encountered finds its way towards Ponyville?” Twilight asked, a hint of worry evident in her voice.

"Do not fret, Twilight," Celestia replied. "I'll have the guards survey the area in case of an emergency.”

Meanwhile, Pinkie had wrapped Blitz and Paragon into a warm hug.  "Don't you worry, guys!  I'm sure everything will work out A-Okay!"

While Blitz didn't mind the gesture, even finding it reassuring, Paragon was having flashback episodes of getting hugged by this very same pony in the past.  He leaned over to Luna.

"Look, I'll do whatever ya ask, just please make it so that she's as far away from me as possible!"

Luna stayed silent for a moment, then turned to Celestia.  "Sister, if you wouldn't mind, I think it would be best for Pinkie and Rainbow to keep these Maximals company for the time being as it would appear that they have grown fond of them.  It would also be beneficial for them to continue their friendships, as we encourage such practices.”

That declaration, coupled with the mocking grin Luna shot him afterward just added weight to the dread flooding Paragon’s spark.

Please, say no.

"You’re right, Luna.  It's best to not have them worry." Celestia nodded with a smile.

“It works for me.” Rainbow concurred.

"Yay!" Pinkie cheered with a bounce.

“Why does life hate me so much?” Paragon murmured as the gang was coated in a flash of light.

Chapter 13: "Plotting is Evil, Yesss"

“Megatron, the Flyers and the dragons have returned.” Steeljaws reported from his lookout post.  “They’re not alone either.  They have someone else with them.”

Megatron slinked from his cave, the light burning away the dark shadows as he awaited their arrival.  The dragons landed first, the Flyers following with a zebra in their grasp.  Megatron’s expression twisted in puzzlement.

“Who is this?”

“You don’t recognize me?” the equine feigned an offended face. “Megatron, I’m hurt.  Allow me to jog your memory.  Dementia, Terrorize!” The zebra shifted into robot mode within moments, his visor gleaming in the sunlight.  Megatron let out a low chuckle upon recognizing his colleague.  Thanks to the combined efforts of his dragons and Flyers, their final asset had been recovered, and the Predacon unit was made whole again.

"So, you’ve survived after all.  This is good news, yes.” Megatron greeted his scientist. "And I see that you’ve become acquainted with the locals?" He smiled as he had noticed the sadist was covered in blood.

“It appears that I wasn’t the only one dabbling in a little bit of slaughter here and there,” Dementia hinted at the decaying corpses of Clump and Vex that still plagued the perimeter.

“A minor misunderstanding, but in due time, the others realized who their true leader was, and fell in line,” Megatron’s head swiveled to the red teen dragon, who stiffened instantly. “Isn’t that right, Garble?”

"Y-You can count on us, Megatron!" Garble shakily replied as he and his friends gave a salute, complete with nervous smiles. "We'll be the best scouts you could ask for!" For the dragons, the rules were simple; keep Megatron happy, and he’ll have a reason to keep them alive.

His answer had pleased him enough.

“Good man.” Megatron returned to his official crew, allowing the conscripts to breathe easily once again.  “What information do you have about the planet we’re on?”

“The Energon deposits are abundant, that much we know for sure.” Dementia scratched his hand against his chin.  “It’s also a very prosperous land with multiple species of wildlife.  None of which I have encountered are a major threat to us.  If I were to create a theory, based on these dragons that you have recruited, there also appears to be civilization, albeit rather… primitive.  Cyberbee can attest to this.”

The Mini-Con detached from his back, landing on Dementia’s forearm.  This caused a shiver to spread among the teen dragons.

“Was that thing in his back?” Baff muttered.

“That’s just freaky.” Fume whispered.

“Quiet.” Garble snapped, not wanting to attract attention to his group.

Megatron crossed his claws over his chest. “And what news from your little assassin, Dementia?"

With a nod of approval from his master, Cyberbee began,  “There are intelligent lifeforms on this planet.” He said.  “The fact that we have these alternate forms should reinforce that.  But these beings also seem to be weak, in comparison to us.  There was this one zebra I encountered, which I scanned for Dementia’s form, who threw some kind of jar full of gunk at me.  The best it did was slow me down for a cycle or two.  They have means of defending themselves, but from what I seen, it’s nothing to worry about.”

Megatron exhaled a small stream of flame, then turned to Garble.

“And what have you to say, Garble?  You live on this backwater planet, so you should know a thing or two about it, yes.”

Garble scratched the back of his neck. “Yeah, well, he’s not exactly wrong.  The only real problem here is a bunch of stupid ponies.  They’re hardly a threat, just some annoying, uppity pests.”

“Interesting,” Megatron hummed. “And where would we find these ‘ponies’?”

“They’re everywhere.  They come from small towns outside the Everfree like a bunch of parasprites.”

“Outside the Everfree.” Megatron echoed. “Our next course of action is clear, then.  We shall crush these ponies and bring them under Predacon rule.  Then we shall take the next town, and the one after that.  This will be the first stepping stone of our glorious conquest of the universe, and the Cybertron, that is rightfully mine to rule!” Megatron turned to his troops, who were already prepping.  They were already feeling inspired.

Steeljaws bared his fangs with a grin, the rocks on his shoulders dripping with smoke, cracking his knuckles together.

Razorwing’s sawblades spun rapidly, fading into rotating blurs.

Roosternator loaded his blaster, the weapon emanating a high-pitched beep.

Dementia gave a dark chuckle, malicious intent known only to him running through his mind.

Cyberbee buzzed as his wings flapped in anticipation, running his scythe-like appendages together in a manner of sharpening them.  “Alright, we get to massacre some more squishies!”

The teen dragons felt a small sense of glee erupt from within them.  The proposition of being able to torch pony towns with large aliens as allies?  How could they resist?  Better yet, how could they lose?

Megatron stood upright, his wings stretched to their full length as his voice boomed.

“Predacons, Terrorize!”

The Predacon forces wound up walking, or flying, depending on their role, in their Beast modes.  Megatron concluded that it was best not to short out in the middle of the destruction they would soon wrought.

“Y’know, when he said ‘terrorize’, walking wasn’t exactly what I had in mind.” Steeljaws griped to Dementia, who nodded in agreement.

This was going to be a long trek through the forest.

Chapter 14: "Detour"

The screeching of the train’s wheels scraping against the rails of the tracks jolted Stronghold back online.  He’d dozed off a few hours into the trip, and had lost track of the time.  Wiping his eyes with his hoof, he then glanced out the window to find his train parked at a station.

“Dang nabit, Cornfed!” Matchstick’s voice ripped Stronghold’s attention away from the window and redirected it to the irritated Pony, who’d been chewing out his assistant. “You forgot to tell the train operator to stop!”

“Stop?  Where should we have stopped?” Stronghold inserted himself into Matchstick’s field of view, giving his head a quizzical tilt.

“We were supposed to stop in Canterlot and unload our cargo while we were at it, allowing you to depart as well.  But somepony decided that alerting the train operator about our change in schedule was of no consequence and decided to take a nap instead!”

Cornfed’s gaze fell, his eyes glued to the floor. “I’m sorry, boss.”

“And what’s worse is that there’s no trains heading out for Canterlot for another few hours.” Matchstick added.

Stronghold frowned.  Those words had hit his head like a brick.  Fortunately, his head was thick to sustain such pressure and was able to keep his composure.  Still, this had thrown a massive wrench into his plans and time was short enough as it was.  “Where are we as of now?”

“The Crystal Empire, ruled by Prince Shining Armor and Princess Cadance.” Cornfed spoke up.

“You’re in no position to talk, Cornfed!” Matchstick snapped, glaring daggers that would have cut right into the poor Pony’s skin.

“I-I’m just saying, boss!”

“How about you just stop being a lazy bag of bones and start unloading the shipment!”

With a groan, Cornfed mosied himself along, exiting the car of the train.

“As he was saying, yes, this is the Crystal Empire.  Princess Cadance isn’t exactly like Princess Celestia, but I’m confident that she can help you with whatever problem you’ve got.”

“Where may I find her and the Prince?”

Cornfed’s voice rang from outside the car.  “They live inside a castle!”

“I’m pretty sure he’d know that, ya twit!  Less talk more work!” Matchstick rolled his eyes, then focused on Stronghold once more.  “She lives in a big tower located in the center of town.  Ya can’t miss it, even if ya tried.”

“Thank you,” Stronghold gave a grateful nod.  “I will take my leave, then.  Farewell to you, Matchstick.”

“Anytime, partner!  See ya around, and thanks again for saving our cargo!” Matchstick smiled, then departed the car to assist with their haul.  Stronghold filed out of the train, looking out to see the vast, proud kingdom before him.  Pristine roads molded out of crystals studded the city in multiple directions, spanning in a web of streets.  Crystalline houses stood sturdy, gleaming with the light of the daytime sky, small gems acting as decorations.  The very residents themselves even appeared to have been comprised entirely out of crystals and gems, which filled the Maximal with a very internal sense of astonishment that he had barely kept in check.  It didn’t stop his jaw from dropping and his eyes shooting up, though he quickly snapped them back into place and returned to his level-headed demeanor.  How such creatures could exist, even with all the years of scientific study and analysis he’d conducted, puzzled him beyond belief.

With a steady trot, he navigated the streets, looking upward.  At the very center of the city, a white tower stretched to the clouds above, peering down over the rest of the kingdom.  Its height and very gem composition gave off a shining aura of peace and tranquility, combined with the sun’s benevolent beams that bounced off of its royal, smooth surface.  This Empire had presented a stark contrast to the town he’d been in before.  It appeared to be a nation of higher advancement, multiple upper-class Ponies going about the streets, chatting of things only they would take great interest in.  The common subject was still prevalent, heartily smiling as they went about their daily routine, undisturbed.

And in the midst of it all was a singular Buffalo.

Stronghold’s resolve remained steadfast, and he made his way to the tower.  Reaching the plaza took little time.  With the tower acting as his guide, Stronghold found it especially easy to find his way there.  His eyes were met with a bright, pink colored Alicorn and white Unicorn being escorted from the tower’s entrance by a cadre of Royal Guard Ponies, who were also made of the same Crystal material Stronghold had seen thus far.  The crown upon the head of the pink Alicorn had been the red flag Stronghold was looking for.  This Pony must have been Cadance.  Taking his chance, Stronghold headed toward the figures of Royal authority, stopping a few feet away, so as not to irk the Guards.

With a clearing of his throat, Stronghold spoke.  “Excuse me?”

“I’m sorry, sir, but I’m afraid that I’m a little busy at the--” the Alicorn was caught mid sentence to see that the being she had been addressing was a Buffalo and not one of her own subjects.

“What is it, Cadance?” the white Unicorn inquired before he, too, was seized by the sight of Stronghold standing before them.  What would a Buffalo be doing all the way out in the Crystal Empire?

The Guards’ features remained stoic, but they were clearly alert now.  Unafraid, Stronghold continued on. “I take it that you are Princess Cadance and Prince Shining Armor?”

“Yes.” Cadance blinked.

“What’s your business here?  This is quite a ways from where we’d usually encounter your kind.” Shining Armor added.

“Forgive me,” Stronghold gave a respectful bow of his head, then continued. “I know that you may have matters to attend to, but I must request a private audience with you.”

“May I ask what the reason behind this is?” Cadance asked.

Stronghold’s mouth became dry.  “This may come off as a bit jarring, but do you know of any strange activity that has been going on in these lands?  Particularly anything about… unusual capsule-shaped objects?”

The Maximal knew that what he was saying sounded incredibly difficult to believe.  If he were in their shoes, he would have had a hard time understanding himself, too.  It felt out of nowhere, and he was expecting a response of confusion, but was surprised when his words seemed to have actually garnered their attention even further.

“Actually… yes,” Cadance said.  “Are you implying that you know of these objects?”

Stronghold’s mind sputtered momentarily.  He didn’t expect them to have known by now, but they’re either quick to pick up on anomalies in their own land, or he’d been offline in his pod longer than he’d thought.  Either option could have been viable.  Stronghold steeled himself and continued on.

“More than that.  I was in one myself.”

The Equestrian marshes housed an ecosystem of wildlife.  The low wetlands acted as home to many amphibian creatures.  Frogs hopped across its scarce rocks, their moist skin gleaming off the light of the heavenly sun, which had begun to set over the horizon.  Dragonflies and mosquitoes emitted low, droning buzzes as they whisked through the air with their wings.  Tall patches of grass blades danced in whatever direction the wind blew, functioning as a majestic wave that brushed the air in a back and forth motion, allowing the sun’s rays to briefly intrude upon the water, which embraced the light with a reflection.

These ecosystem was disrupted when two armored Ponies of the Royal Guard sank their hooves into the marsh’s water, their armor stained with darkened splotches of mud mixed in with muck.  Thunder Strike and Onyx paid it no heed as they trotted through the wetlands, splitting apart the green mass of dancing grass blades.

Onyx gave a disgruntled sigh.  “Thunder Strike, we’ve been searching for hours.  We’ve looked through the Everfree, the swamps, and mountains, and haven’t found anything.  I doubt we’re going to find anything in the marshes, I think we should head back.”

“Onyx, I’ve told you a hundred times already that we’re far from done.  We haven’t even searched half of the marshes yet, so quit complaining and keep those eyes open.  Stay close, we don’t know if this thing is awake or not.” Thunder Strike replied sternly.  When given an assignment, one could count on Thunder Strike to carry it out until it was complete, not faltering or calling off his orders, unless told to do so by the Princesses themselves.  The Equestrian Royal Guard had deployed several detachments to skim the lands of their proud nation, in the hopes of finding another one of the extraterrestrial pods.  Multiple crafts were found, but all bore the same result; opened hatches with the occupant nowhere in sight.  Onyx and Thunder Strike were tasked with turning the marsh upside down and right-side up if it meant coming out with something fruitful.

“I know, I know,” Onyx’s horn lit up, a bright flash illuminating the marshes with a dim, milky white glow.  “That is if there’s anything here…”

Their search dragged on for minutes, which turned into a full hour.  Still, no pod was to be found and the sun had already sank over the hills, leaving an orange horizontal line over the mountain range.  By this time, stars had begun to appear, painting the skies in little, bright twinkles.

“See?  What’d I tell you?” Onyx’s eyes scanned the marshes, absently speaking to his partner.  “There’s nothing here, so why don’t we--” the Guard Pony’s throat suddenly clogged up with his words, his eyes widening with utter disbelief as his eyes fell upon a metallic object, buried more than halfway into the wetlands.

“Why don’t we what, Onyx?” Thunder Strike had noticed his comrade no longer speaking and turned to his partner’s direction, only to be greeted with the same sight, which shook him to his very core.  The sight of the object lying so idle in the water, peacefully stationary, left the Royal Guard Ponies speechless.

And the lid… it was closed.  Sealed tightly, its occupant remained undisturbed.  It finally dawned on Onyx and Thunder Strike that they were the only beings in the area, the rest of the wildlife having avoided this object, which had towered over most like an alien monument of the unknown.  The pair of Guards didn’t dare take another step closer, fearing that it would awaken the alien creature from its slumber.  Whether it was friend or foe, wasn’t a chance the two were willing to take, so long as they were alone.

“Onyx, how good are you at making magic flares?” Thunder Strike finally spoke, his voice shaking.

“Exceptional.” Was Onyx’s reply.

“Send the biggest flare you can, alert the rest of the patrols.  Tell them to keep their distance.  We don’t want that thing waking up.  I’ll head back to Canterlot to inform the Princesses of what we’ve discovered.  In the meantime, you secure a perimeter and make sure that this thing does not leave these marshes.”

“Yes, sir.” Onyx tapped his hoof to his forehead in a salute gesture, though his form still faltered, riddled with shakes of unease.  Thunder Strike rested his hoof on Onyx’s shoulder, instilling a shield of comfort over his friend, who’d calmed down within seconds.  Both exchanged a nod, and Thunder Strike shot to the skies with his wings, disappearing into the night.  Onyx breathed in and closed his eyes, focusing his magic, the tip of his horn birthing an orb of light, which only continued to grow bright as its intensity strengthened.  When the sphere was near blinding, Onyx propelled it above his head, the flare streaking to great heights, acting as a homing beacon to other Royal Guard units, wherever they may be, to rendezvous with their colleague.

Chapter 15: "Well, That's Just Prime!"

Twilight Sparkle shifted her eyes back to the clock for what was assumed to be the umpteenth time in the past five minutes.  It had happened so often, Applejack was tempted to remove the clock altogether, should she have been permitted.  Twilight rapidly paced back and forth in the Canterlot Castle’s grand halls, small beads of sweat beginning to seep from her forehead.  Princess Cadance and her brother were supposed to meet them about half an hour ago and there hadn’t been any news on their departure or their arrival, as of now.  She couldn’t help but feel like she was sinking into a quicksand pool of anxiety.

“They should have arrived by now!  Cadance and Shining are almost always punctual when it’s a matter of importance!  Could something have happened to them?!  What’s keeping them?!” Twilight found herself rambling out loud, biting her bottom lip.

“Twilight, maybe they’re--” Spike began, but Twilight’s words only grew more frantic.

“Oh, what if something terrible did happen?!”

“T-Twilight--” Fluttershy attempted, but, like Spike, was only met with the panic attack of the librarian.

“What if it has something to do with those alien robots?!”

“We’re standin’ over here, ya know!” Paragon called out from the side, arms crossed over his chest.

“We need to set up a search party, immediately!  We’ll search all of Equestria if we have to!  No stone will be left--!”

“TWILIGHT!”

“What?!”

Applejack raised her hoof, pointing at a train, which was slowing to a stop at the station.  A pair of crystal Royal Guard ponies exited the locomotive, flanking the sides of the door.

“Oh… they’ve arrived.” Twilight meekly announced as her face flushed red.  She was quick to rush out to the train, followed by the rest of her friends, the Maximals, Zecora, and the Princesses, where she was greeted by two crystal guard ponies, whose faces were stern and alert.  Twilight didn’t like how they appeared to be on edge for something.

What could be troubling them?

Before she could dwell on this newborn feeling of unease, Princess Cadance and Shining Armor disembarked from the train car, their expressions considerably more relaxed than their escorts.  Twilight’s worries washed away almost instantly at the sight of them unharmed as she wrapped her brother and sister-in-law in her hooves.

“Shining!  Cadance!  It’s so good to see you both again!”

“It’s awesome to see you, too, Twily.  I just wish it were under better circumstances.” Shining smiled as he ran a hoof through his younger sibling’s mane.  Twilight and Cadance then initiated their special greeting/handshake, which brought confusion to the observing Maximals.

“Sunshine, sunshine, ladybugs awake!  Clap your hooves and do a little shake!”

“What the heck was that?” The entire process was lost on Paragon’s processor, leaving him semi-speechless.

“Well, it was a little… odd, but I guess that’s how they do it…?” Blitz scratched his hoof behind his mane.

“Zip it, you two,” Rainbow hissed through gritted teeth.  “Do you really wanna make a bad first impression?  Because I don’t think you do!”

“Sorry for taking so long,” Cadance said.  “We were sort of sidetracked.”

“Sidetracked?” Twilight blinked, eyebrow arched.

“It sort of pertains to the message you’ve sent us.” Cadance replied, looking towards Celestia and Luna.  The car shifted as the shape of a buffalo stepped from the train, his very presence putting the guards into full alert.  The buffalo didn’t seem to respond to them, looking over the mass collective of ponies before him.

“Greetings.”

Paragon’s eyes shot open, ears straightening up.  Blitz’s attention had completely latched onto the buffalo.

“Big guy…?  Is that you?!” Paragon approached the buffalo, Blitz hovering beside him.

“You were expecting someone else?” the buffalo gave a small, knowing grin.

“Oh, man, am I glad to see you intact!” the diamond dog merrily declared, smile on his lips, as well.

“What luck we’ve had in meeting you here!” Blitz Streak laughed.

“I am pleased to see that you’re both okay.  I go by the name of Stronghold, now.”

“Paragon.”

“Blitz Streak.”

The buffalo gave a small, barely audible chuckle. “Fine names, you two.”

Applejack turned on Cadance. “You found another one of these Maximal fellas?”

“On the contrary, I found them.” Stronghold corrected.  He then respectfully bowed to the solar and lunar matriarchs.  “Allow me to formally introduce myself.  I am Stronghold, executive officer of the Axalon.  I have been wanting to request an audience with you.  Understandably, you may have some questions, and you are entitled to some answers.”

“It is nice to make your acquaintance, Stronghold.” Celestia nodded.

“Believe us when we say that there is much to discuss.” Luna said.

“And I will answer your inquiries to the best of my ability.  I must give you my thanks for looking after my friends in the duration of my absence.  I am aware that Paragon can be difficult to put up with at times, from personal experience.”

“That would be an understatement.” Luna frowned.

“‘Ey!” Paragon’s eyes narrowed.

“Though your gratitude is appreciated, Stronghold, it was not us who sheltered your friends.” Celestia turned to Pinkie Pie and Rainbow Dash, giving them a knowing smile.

The executive officer tracked Celestia’s gaze to the weather mare and the party pony, nodding in gratitude.  “You both have my thanks.”

“It was nothing.” Rainbow smirked.

“You’re welcome!” Pinkie beamed.

Stronghold continued with the subject at hand, and spoke to the Princesses once more.  “There is one more member of our crew still absent; our leader, to be precise.”

“And who would this be?” Luna tilted her head.

“His name is Optimus Primal.”

Paragon rubbed his chin. "So, when they said that we'd be under heavy surveillance…"

"They really meant heavy." Blitz Streak finished.

Ever since the group had arrived with their otherworldly guests, all of Canterlot’s Royal Guard had been on high alert, the majority of the garrison surrounding every which way as the Maximals were placed in the Royal Hall while the Princesses, Twilight, Shining Armor, and Zecora debated in the private quarters. The windows were blocked by pegasi guards, the doors were under the stewardship of earth pony guards, and for extra measure, multiple unicorn guards formed a circle around the Maximals, horns ready for action if the aliens made any hostile movements.

Fortunately for them, they were granted special company as they underwent this precaution. Rainbow Dash and Pinkie Pie never left the Maximals' sides, wanting to ensure that they were treated fairly, or as fairly as an extraterrestrial robot can be.  Applejack, Rarity, and Fluttershy shared the room, but kept their distance. They were, understandably, just as on edge as the guards.

Applejack kept a vigil eye, primarily looking out for her friends. Though they claimed that these aliens were friendly, she couldn't be too careful.  Just like Luna’s mindset, there was no such thing as “too careful” in this situation.

Rarity, despite her teasing of Rainbow Dash's companionship with Blitz Streak, had been on alert ever since they reached their destination. She did have some internal queries that she hoped to indulge in once this entire affair was sorted out.  She wanted to know what these Cybertronians' sense of fashion was, what materials they utilized, and the possibility that said materials could be integrated into her new lineup.

Fluttershy stayed hidden behind her friends, her timid nature getting the better of her. Whenever one of the Maximals looked in her general direction, she'd shrink behind the other two ponies, wanting to remain out of sight.

Spike was keeping things level-headed, for the most part, but abstained from engaging in any real conversation with their otherworldly visitors.

"You sure you gave them all the details, big guy?" Blitz asked the executive officer.

"I told them as much as I could and answered their questions to the extent of my knowledge" Stronghold replied, "We'll just have to hope it’ll be enough to garner their trust.”

"I don't know," Blitz shrugged. “They've been in there for an awfully long time, though."

Paragon moved on to Rainbow. "And you wonder why I'm not a fan of politicians?"

"Trick question! No one likes politicians!" Pinkie interjected, earning her another collective stare, to which she just grinned, once again.

"Okay, look guys, I know I'm the last pony in all of Equestria that should be telling anyone to be patient, but considering the info just given to them, just be happy they haven't thrown you into the dungeons or something," Rainbow said.

"Rainbow is right. We just need to be patient," Stronghold concurred.

"Don't worry, you guys! I'm absolutely, positively, without a doubt sure, they'll trust you!" Pinkie bounced in place.

"I don't trust them," Luna stated bluntly.

Inside the meeting room, Princess Celestia, Princess Luna, Twilight, Princess Cadance, Shining Armor, and Zecora had been in hot debate over this alien crisis and no agreements, thus far, had been reached, and from the way things were going, there was no end in sight.

"Princess Luna, if I may, what if they're telling the truth and do know how to keep this threat at bay?" Zecora asked.

"Then we have these Maximals help us deal with this new threat that they have brought to Equestria.  But until we see concrete evidence that they're speaking the truth, and their intentions are just, they are to remain under surveillance.” Luna answered.

"What evidence, aside from combating these Predacons, would they have to show?" Cadance interjected. "They've been fairly compliant so far; they've relinquished their weapons, and haven't attempted to harm anyone. The short one, Paragon, I believe, may be a bit rough, but he's been nonetheless cooperative."

"Plus, Zecora said that the Maximals act nothing like that ‘Cyberbee’ creature," Twilight added.

"Luna is just being cautious everyone. She wants to avoid another incident like the changeling invasion at Cadance and Shining Armor's wedding from happening." Celestia said.

Luna’s head lowered in self-contemplation.

And it won't happen. This time Equestria won't be taken by surprise. I'll make sure of that.

Even now the events of that day troubled the Moon Princess greatly, especially because she wasn't there to help stop it. Luna had gone to an important meeting with delegates to discuss other matters of importance that day. So it was quite shocking to hear just what had happened in her absence. It was then that Luna took it upon herself to make sure nothing like that were to happen again.

Twilight tried to see things from both perspectives. On one hoof, these Maximals really could be friendly, and were put under intrusive watch. On the other hoof, these are relatively unknown life forms that they just met, with the exception of Pinkie and Rainbow, who’ve known them for at least a few days. Despite the goodwill of her friends, Luna would always conjure up the point that they could be planning something long term, which was becoming difficult to refute, given how limited their knowledge of their true intentions were.  In addition to that, their ability to assume the form of the local wildlife, ponies included, provided a legitimate cause for concern as the changelings had done something similar, prior to this. It tore Twilight in two directions, an inner conflict of her logic and emotions.

The doors to the conference room were pushed open, allowing a Royal Guard pegasus, Thunder Strike, to enter.  He bowed, giving his report.  “Your majesties, forgive the intrusion, but our search parties have discovered one of the pods in the marshes, as you’ve instructed.  Unlike the previous findings, this one hasn’t opened yet; whatever’s inside is still dormant.”

Everypony’s attention was now fully gained.  In Luna’s eyes, this could either be a blessing or a curse.  With what little they knew, she had already assumed that it was the latter.

Shining was the first to officially speak up.  “We’ll be there as soon as possible.  In the meantime, establish a perimeter around the pod and keep your distance.”

“It has already been done, sir.” Thunder Strike said.  “We await further instructions on how we should proceed.”

“What do we do now?  We’ve finally found another pod, but we don’t know what to do with it.” Twilight grew concerned.

“What about the Maximals?” Cadance proposed.  “They could take a look at this pod and identify the occupant.”

“The pods all look exactly the same and there’s no way to look inside without opening it,” Shining pointed out.  “How would they know if it were one of their own or one of those Predacons they spoke of?”

"They do look the same to us, this fact is true.  That said, I would think they, of all creatures, would know which belongs to their crew." Zecora said.

“I am willing to at least give them a chance to identify if the occupant is friend or foe.  If it’s hostile, the Maximals could be of great assistance.” Shining said.

“Then we’ll have the Maximals look at the craft before we bring it in for further inspection.” Celestia concluded.

"And then what?” Luna asked.

This garnered looks of confusion from the rest of the group.

“What do you mean ‘And then what’?  If it’s this Optimus they’ve spoken so fondly of, we can let him out.  If it’s not, we keep them in.  It seems simple enough.” Cadance said.

“Is that truly wise?” Luna pressed on.

"Princess, the Maximals haven't shown any sort of violent behavior--" Twilight started, but Luna cut her off.

“At least not now.  If this is their leader, we cannot make the automatic assumption that he's on our side.  For all we know, these Maximals may have some hidden agenda.  We also cannot assume he's as friendly as his crew, for perhaps while his subordinates are kind, he may not be.  We mustn’t be so quick about this.  We need to plan for every possible occurrence, the risks are just too great.”

Twilight’s brow furrowed.  "And how are we going to know if he isn't hostile by bottling him up? From his perspective, he’s stranded, lost, confused, and, from what you’re suggesting, being held in a small, contained space against his will by an unknown race, which he may assume to be hostile.  Do you know what that could do to somepony, psychologically?"

“So, you want this shapeshifting, alien machine to pop out and just hope it doesn't possess any ill intent, based on blind faith alone?" Luna countered, her voice flat and unamused.

"And you're saying we should hold their leader against his will? I don't think the rest of the Maximals are just going to accept that." Twilight shook her head.  "He could know something important, especially if it helps against these Predacons. If you're willing to acknowledge that the Predacons are the ones we should worry about, based on the Maximals’ word alone, what are the Maximals to you, then?"

“An inconclusive species.” Luna stated, matter of factly.

“Twilight, Luna,” Celestia’s voice tore the two from their verbal conflict.  “You have both made your points, and both have legitimate concerns.  So, I suggest a compromise.  We will have the Maximals examine the pod, and if it is, indeed, their leader, we will awaken him.  If he is as good as his subordinates claim him to be, then we will give him an opportunity to explain himself.  The marshes are a fair distance away from any populated areas, so, if he turns out to be an enemy, we can deal with the matter there without risk of endangerment to innocent lives.”

Twilight nodded, at least finding some solace in this process.  Luna was more disgruntled, but otherwise kept to herself and nodded as well.  Cadance, Shining, and Zecora were all in full support.  Satisfied with a course of action now in place, Celestia addressed Thunder Strike.

“Return to the marshes and inform the rest of the Guards of our arrival, and to remain at their stations.  Ensure the perimeter is secured, to prevent outside interference.”

“Yes, your highness!” Thunder Strike bowed his head and flew from the premises.

“Let’s not delay, then.” Cadance declared, standing up.  “Let’s round up the Maximals and the rest of Twilight’s friends, and settle this matter.”

The conference was adjourned.

Upon arrival, the Princesses were greeted by Onyx, accompanied by two of the stationed Guards.

“Where is the craft located?” Celestia asked.

“It’s beyond the treeline, Princess,” said Onyx.  “Follow us.”

Passing the sparse treeline, the pod Onyx spoke of came into view of the party.  The very sight of such a vessel injected almost everyone, save the Maximals, with a sense of awe and surprise.

“Hoo-wee! When you guys said these pods were big, y’all weren't kidding!  This thing is bigger than a cow standing on its hind legs on a wooden crate!" Applejack said, never taking her gaze off of the spacecraft.

“Um… yeah… I bet it is.” Paragon said, at a loss for an appropriate response.

“Is it big bot’s or one of the Preds’?” Blitz was put on edge, not wanting to be caught off guard.

Stronghold’s optical sensors zoomed in on the pod, carefully examining it.  His cautions were put at ease when he discovered the insignia all Maximals wielded.

“It’s his.  It has our insignia.” Stronghold confirmed.

Twilight's intellectual curiosity got the better of her common sense, as she was unaware that her body had moved towards the pod, her eyes looking over the alien material that the craft was forged in.  How it survived a fall from the planet’s stratosphere puzzled the young librarian, causing her to string multiple theories in her head.  Her inner thoughts didn’t last when they were dissolved by a computer voice which shook her to the very bone.

“Organic lifeform detected within perimeter.  Scanning…”

Twilight gasped as she backpedaled from the pod, a massive rod slowly emerging, which only quickened her heart rate.  She didn’t mean to disturb it!  To add to her surprise, a spear zoomed over her head, burying itself into the flank of the craft, earning collective yelps and gasps from everypony in the vicinity.

“Who threw that?!” Shining yelled.

“Sorry, I panicked!” Onyx locked his eyes to the floor.

“Onyx!” Thunder Strike irritably growled.

The rod erupted with multiple yellow, transparent films that coated the entire marsh, passing over the multitude of ponies.  While most were tempted to gain distance from the pod, the Maximals remained stationary, as they had seen this process play out multiple times in the past.

“Scanning… complete.  Opening pod.” the voice concluded as the rod was pulled back into the darkness of the craft’s inner structure.

The lid popped upward a few inches, allowing wisps of smoke to flow from the breach, twisting and curling like snakes.  Within the crack of the pod, a pair of yellow eyes opened, being the only illuminated objects in the otherwise dark interior.  The door was pushed open, allowing the figure inside to erect to full height, its form equine in appearance.  As its eyes fell upon the ponies, the Maximals could only smile.

Their leader had returned

Well, that’s just Prime.

Chapter 16: "Dawn of War (Part 1)"

Nobody moved as the pod lid was pushed open and the specimen that it contained erected itself to full height. Not one Equestrian native present--not even Celestia or Luna--could find words to properly respond to this. They only stared at the figure standing before them, just as incredulous as the rest. It was equine in appearance, towering over most, only barely matching Celestia in height. The equine-like alien sported a red shaded fur coat, a dark blue mane and tail, and golden eyes. On its flank was the same insignia Blitz Streak sported on his own. Its most distinguishable attribute, however, was the horn on its head.

"Rise and shine, boss pony. Nap time's over." Paragon said, shattering the awe-induced silence. The red unicorn opened their mouth to speak, but a sudden sneeze came out instead, causing a pair of large, fluffy wings to snap outward. As it turned out, this "unicorn" was really an alicorn.

This revelation threw the attending ponies into a fresh state of shock, though Luna's expression was quick to devolve into one of mild irritation.

Oh, you've got to be kidding me, she thought; it took every fiber in her divine being to not facehoof at that very moment.

While most were left staring, wide-eyed, and speechless, Paragon only pointed and laughed.

"Paragon!" Blitz snapped.

"What?" Paragon choked out in between fits of laughter. "It's kinda hard to take him seriously when he looks like a butterfly on stilts!"

Blitz hovered close to Paragon's face, giving a glare. "You might as well be calling me that, too! We share similar forms, you mutt!"

"Ease up there, Blitz Streak," said Stronghold as he interjected himself between the two Maximals.

"Yeah, listen to the big guy before I have to get rough on ya!" Paragon shook his fist at the pegasus.

The ponies' eyes pitched back and forth as Blitz and Paragon traded threats and insults until an outside voice brought them back to the alicorn.

"Moderate your conflict circuits, Maximals.  Now is not the time to be fighting among ourselves, especially in front of them." The Maximal leader made a gesture to the spectating Equestrians.

"I agree," said Stronghold. "We have them to thank for our reunion, Optimus.”

"Yeah, they helped us out a lot." Blitz nodded.

"And as much as I hate to admit it, if the kid and his rainbow-haired friend not found me, I'd probably be digestin' in the stomach of a multi-headed lizard right about now." Paragon crossed his arms.

"Did they now?" Optimus looked to the ponies, then back at his crew. "Then we have much to thank them for. Come on."

Heading his crew, Optimus approached the waiting ponies and, recognizing Celestia, Luna, and Cadance as royalty, bowed. The rest of the crew, save Paragon, followed their leader's example. Paragon merely huffed as he glared at Luna, who returned it in kind.

"If you think I'm gonna bow to the pony who stuck me with Pinks over there, you've got another thin' comin', lady."

A rock struck Paragon in the back of the head.

“Ow!  Who threw that?!”

Blitz whistled, innocently, averting his eyes.

“Paragon, that’s enough.” Optimus ordered.  “Show some form of respect.  With that attitude, it’s no wonder she doesn’t like you.”

“You haven’t even been around that long,” growled the diamond dog.

“I can tell just by that one glare she gave you.  Now do it.”

Paragon grumbled and sank to one knee.  “That’s as far as you’re gettin’ me.”

“You must be Optimus Primal.  It’s very nice to make your acquaintance; your team has spoken very highly of you.” Cadance said.

“You would be correct.  I am captain of the Axalon, and head of my crew.  It is wonderful to meet you, Ms…?”

“Princess Mi Amore Cadenza, but you may call me Cadance.”

“It is an honor, Princess Cadance.” Optimus nodded, then turned to Celestia and Luna.  “And may I ask your names?”

“Princess Celestia,” the white alicorn nodded.

“Princess Luna,” the darker alicorn was even toned and to the point.

“Charmed, your majesties,” Optimus smiled.  Tilting his head, he could see the throng of equines and the single dragon standing behind them. Of all of them, he locked eyes with Twilight the longest.  “Hello there.”

Twilight swallowed. “Hello?”

“What’s your name?”

“Twilight.  Twilight Sparkle,” she replied.  She felt the pressure within her chest begin to alleviate, her heart rate returning to normal.

“It’s very nice to meet you, Twilight Sparkle,” Optimus smiled.  His voice washed over her like a calming wave that carried away her anxiety.  The soft benevolence behind it only garnered a sense of trust.

The unicorn cleared her throat.  “Likewise.  These are my friends, Rainbow Dash,”

“What’s up?”

“Applejack,”

“Howdy,”

“Rarity,”

“Charmed, darling,”

“Pinkie Pie,”

“Hello!”

“Fluttershy,”

“Um… h-hi,”

“My assistant Spike,”

“Wow, you’re tall--oh, um, I mean, nice to meet you!”

“Zecora,”

The zebra nodded her head.

“And my older brother, Shining Armor,”

“Hey there,”

“Hello there, everyone.” Optimus said.  “Pleased to meet you all.”

“Enough pleasantries,” Princess Luna brought Optimus’ attention away from the ponies and back to the matriarchs.  “It is time to move on to more pressing matters.”

“Luna is right.  There will be time to get properly acquainted later.  For now, we must figure out our next course of action on the matter of the Predacons we have been told of.” Celestia added.

“So you know of them.” Optimus sighed.

“And Ms. Zecora here has even encountered one of them, face-to-face, albeit a small one.” Celestia said.

“Small?  Perhaps you were referring to a Mini-Con?”

“A Mini-Con?”

“There are multiple variants of Transformers.  There’s Flyers, Combiners, Deployers, Mini-Cons, and several others.  A Mini-Con is a smaller type of Transformer that bonds with a Deployer, who acts as their master.”

Luna’s eyes narrowed.  “So you mean to tell us that there may be more of these Mini-Cons?”

“On Cybertron, yes. Hundreds, thousands.  Their primary purpose is labor, but some have been utilized as auxiliaries in combat.  It’s not an uncommon occurrence in war times.”

“Do you Maximals have any of these Mini-Cons at your disposal?” the lunar Princesses pressed on.

Optimus shook his head.  “No, not my crew.  My crew, along with those in stasis, were meant to be explorers and scientists.  We had to eject our dormant comrades and save them from possible destruction in the crash.  They should be safe from the Energon fields.”

There are other crew members?  How many of them are there? Luna’s mind drifted, but she knew she had to stay on task.  “Do the Predacons have more than one Mini-Con?  Is there anything else that we should be aware of?”

“We had a few dozen offline protoforms on our ship.  They were to be activated when we found new planets with suitable alternate modes, such as these.” He gestured to himself.  “So far, we aren’t sure what we’re up against, but the report we acquired when we were ordered to pursue the fugitives was that there were six Predacons and at least one Mini-Con.  As of now, we aren’t sure of how many survived the crash.”

Princess Celestia, although curious, felt the need to interrupt.  “Before we continue, I believe that we should take this subject to a more private location.  The castle back at Canterlot would be more suitable.  If you would please follow us?”

“Of course.”

As all of this went on, Stronghold tilted his head to the side to see the yellow pegasus, Fluttershy, remain withdrawn from the conversation, preferring to hide behind her friends.  Stronghold had then realized that Fluttershy had never made any attempt to approach the newcomers, instead keeping her distance.  But now that the ponies had begun to gather around Celestia and Optimus, Stronghold seized the opportunity to make a more friendly first impression.  He cautiously approached her, but immediately seized in his tracks when Fluttershy uttered a whimper and retracted into a ball on the ground.

Stronghold lowered his voice, speaking low and soft.  “Don’t be afraid, I have no intention to harm you.  You’re the one they called Fluttershy?”

The pegasus peeked her eyes out from behind her mane and tail, her reply coming in a quiet, almost hushed whisper that barely reached Stronghold’s audio receptors..  “U-Um… yes…”

Stronghold smiled.  “That’s a very nice name.”

“Oh… th-thank you…” Fluttershy’s face burned up, her tail barely concealing the red blush now painting her cheeks.  “Stronghold is a nice name, too.”

“Thank you.  I know that you may be afraid of me for what I am and I hold you blameless for it.  It’s something you may not understand at first, but know that I won’t hurt you or your friends.  I can promise that you have nothing to fear in regards to my team and I.” Stronghold assured, his smile never leaving his face.

Fluttershy’s slowly lifted her head as she listened.  The way Stronghold spoke pulsed with an aura of trust and benevolence that she couldn’t help but believe.  Her trusting side eroded away her fear and she smiled back.  Stronghold extended his hoof towards her.

“It’s rather filthy down there.  Why don’t we go to the Canterlot castle instead?”

The Element of Kindness took it, and Stronghold, with great care, guided her back to a standing position.  “Thank you.”

Stronghold and Fluttershy rejoined the others shortly thereafter.

“This is the place?” Megatron and his forces were a few mere miles away from Ponyville, its citizens sleeping peacefully under the star-decorated coat of night.  The dragon held out his claws, making a square out of his fingers as if mimicking a portrait.  “What a lovely, if primitive, civilization, yes.  But I envision a more optic appealing inferno in its place.  Move out, Predacons.  Raze this town to the last stone!”

Dementia transformed into robot mode, allowing Cyberbee to detach from his back, perching himself on his master’s shoulder.  The Predacon scientist gave a low, twisted chuckle.  “Cyberbee, go play.”

The Mini-Con buzzed happily, “Finally, a chance to stretch my legs!” He launched himself into the air, making a straight line for the town.  The rest of the Predacons followed Dementia into robot mode in short order.  Steeljaws fired a barrage of missiles into the streets of Ponyville, coating it with a carpet of explosions.  Fires and embers engaged in a natural dance number as they swayed and whipped about, licking the air and leaving behind smoke, the night now glowing a bright orange.  Razorwing and Roosternator swooped over the town, guns drawn.

Mayor Mare rubbed her temples with a yawn as she stared down at the documents on her desk.  She would have been in bed by now, had it not been for her political duties catching up with her.  Taxes, files, all of it in droves that never ceased to assault her time with their nagging ferocity.  It wasn’t easy work, but they were tasks that had to be accomplished for the betterment of her citizens.  She adjusted her glasses and reached for a feather quill when she felt the room around her shake abruptly.

*Boom!*

Mayor Mare froze in place as books fell from their shelves, her lamp flickering, her glass of water rippling violently.  At first, she thought that this may have been an earthquake, but then an orange flicker came from outside her window.

What in the heavens?!

Leaping out of her chair, Mayor Mare shoved open her windows that lead to the balcony, only to find the street below her covered in suffocating fires.  Scanning the area, she looked upward, straight across from Ponyville, and her eyes widened as she witnessed the scene before her.  Large, hulking, mechanical monstrosities were stomping through her town, firing lasers of excruciating heat from unknown cylindrical devices, mounted on some sort of stick with a trigger.  To add to the chaos, a small band of dragons appeared to be among them, swarming the skies with two more of these terrors.  With the denizens of Ponyville already in panic, Mayor Mare backed away from the balcony and retreated into her office, dashing towards a red button, concealed within a glass box, which came with the appropriate label of, “In Case of Catastrophe, Break Glass.”

Smashing the glass casing with a mini-hammer, she slammed her hoof onto the button, which propelled a bright flare into the sky.  For a moment, it outshined even the growing bonfire of Ponyville.  Due to the multiple encounters Ponyville had been through with wild creatures, a recent emergency system was put in place to immediately alert Princess Celestia and the Royal Guard.  Only problem was that the flare didn’t always work, as it would occasionally die out before it hit the required height to be seen all the way from Canterlot, and such a flare would require a great deal of magic to create and properly sustain such a  powerful glow.  But at a time like this, Mayor Mare was only able to hope for the best.  Because right now, they needed it to fulfill its function more than ever.

Please work, please work, please work!

Mayor Mare heard the side of her office being blown to pieces, then the force of the blast threw her across the room, her body slamming into the wall.  She looked up to see the largest machine of them all glaring in at her, the biggest, most malevolent grin plastered on their face.

Megatron stared at the pony, breathing in the aroma of destruction before he let out a sigh of satisfaction.  “Fancy night for a little mayhem, yes?”

Chapter 17: "Dawn of War (Part 2)"

“And thus, our ships crashed as a result of the battle.  We were forced to abandon ship in our escape pods, to prevent the risk of destruction in the crash.” Optimus concluded his retelling of the fateful battle the Maximals and Predacons waged in orbit.  The ponies all listened intently, hanging on to every word he spoke.

“This would explain the falling stars Twilight spoke of,” Celestia said.  “But these protoforms you spoke of, what will become of them?”

Optimus shook his head.  “At this time, I don’t know.  If we’re lucky, the Axalon wasn’t destroyed in the crash and may have a chance at space worthy again.  From there, we could return to orbit and recollect our comrades.  Until we do, it means that Megatron has us outnumbered.”

Luna scoffed. “That’s reassuring.”

Optimus frowned.  For someone who doesn’t take kindly to Paragon’s attitude, Luna’s own behavior wasn’t doing her any favors in his book.

Paragon nudged Primal’s side.  “This your first time talkin’ with royalty or what?”

“Shut up, Paragon.”

“Oh, yes, sir!” the diamond dog straightened his posture, complete with a mock salute to boot.

“I think we could do with less of the attitude, Paragon.” Stronghold scolded the diamond dog with a look of disapproval.  Paragon threw his arms up in the air and sighed audibly.  He turned away from the group, but his snout almost found itself touching the muzzle of a bouncing Pinkie Pie.

“GAH!” Paragon held a paw to his chest, as if recovering from a spark attack.  “Would ya quit doin’ that, Pinks?!”

“Doing what?”

“Sneakin’ up on me like you have some kind of teleporter or somethin’!”

“Aw, cheer up, Parry!  I’m sure things will get better soon!”

An intense, bright light suddenly painted the sky outside in a blinding white.  The ponies and Maximals all had to shield their eyes as it burned for several seconds.  Even with the windows, the light still bled through and painted the room in a heavenly glow, then dimmed enough to allow sight.

“What in the jumping gyros was that?!” Blitz yelled.

“It’s the danger alarm,” Celestia said, dread dripping from her voice.  “It’s a recent warning system to alert neighboring communities of a possible attack and give Royal Guard detachments the location to respond to.”

Paragon glared at Pinkie.  “You just had to jinx it, didn’t ya, Pinks?”

Pinkie smiled sheepishly, but rubbed the back of her mane with an uncomfortable chuckle.

The ponies and Maximals dashed to the balcony of the castle, looking to see the last of the flare burn out.

“Where’s it coming from?” Optimus asked.

“It looks to be coming from…” Twilight’s eyes widened as her face paled.  “Ponyville.”

Twilight’s friends collectively gasped in horror.

Blitz zoomed in his optical sensors on the location of the flare, magnifying it multiple times to barely capture an image.  His jaw dropped at the sight of the malevolent Cybertronians demolishing the town’s infrastructure.  “Big Bot, it’s them!  It’s the Preds!”

“Then we need to get there as quickly as possible,” Optimus turned to Celestia.  “Let us help, Princess.  We know Megatron and the Predacons and we will deal with them after we brought them to your world.”

“If only they didn’t confiscate our weapons.” Paragon openly mocked.

Paragon then felt a heavy object land on his head, forcing him to the ground. “Ow… again.”  Pulling himself out, he turned to see a large chest had been what hit him.  It opened to reveal their confiscated weapons.

“To be fair, you had it coming.” Blitz shrugged.

Paragon’s eye twitched as he glared at Luna for what was presumably the millionth time.  “You could have killed me!”

“As the old saying goes, suck it up,” Luna spat.  “And Optimus, do not make us regret this or I’ll make sure you live long enough to do so yourself, understand?”

Primal nodded.  “Wholeheartedly.  There’s nothing we have to hide and we will not harm your subjects.”

“But how would we get there?!” Twilight’s voice leaked with desperation.  “Even the fastest train wouldn’t get us there in time!”

Rainbow hovered off the ground.  “Blitz and I could fly ahead and--”

“Forget it, Dash,” Applejack objected.  “There ain’t no way we’re lettin’ you two take all of them on by yourselves!  You’d be flying into a slaughter!”

“What other option do we have?!  If we don’t do something, they’ll turn what’s left of Ponyville into rubble!”

“Fear not, my little ponies,” Celestia interjected.  “Cadance, Luna, and I will focus our magic together to teleport you all back to Ponyville.”

“I’m coming, too,” Shining said.  “If you can get them out of Ponyville, I can put up a magic barrier to keep them out and prevent further damage.”

“I, as well, will join this band to help ensure Ponyville will continue to stand.” Zecora added, taking her side with the Maximals and ponies.

“Then we’re in agreement,” Celestia said.  “We may not be able to join you right away.  Teleporting you all requires a great deal of magic, but we will follow as soon as possible.”

“We’ll try to contain the situation before that happens,” Optimus turned to address his crew. “Maximals, Maximize!”

The crew all took their robot modes within seconds.  Optimus’ hindlegs spun around, a pair of feet extending from the base of the hooves, the joints of the hindlegs becoming kneecaps.  The legs extended, creating thighs while the head fastened itself on Optimus’ back, allowing his chest to expand into a torso.  His forelegs contorted into the proper position, to function as arms, five digits popping out from the hooves.  Optimus’ true head emerge from the top of the torso, his yellow optics flashing as his mouthplate gleamed with the moonlight.  With the other Maximals at his side, Optimus spoke with great determination.

“Let’s roll.”

Mayor Mare’s jaw fell at the sight of the monster before her, but no words could be made.  Megatron just smiled back at her.  She backed against the wall, her chest heaving as she took deep breaths to compensate for her fear-induced state.  She had managed to compose enough of herself to speak.  “W-Who are you and what do you want?”

“Who am I?” Megatron placed his hand over his chest, feigning despair as Dementia had done to him before.  “Why, I am Megatron, supreme leader of the Predacons, good madame!  Who might you be?”

“M-Mayor Mare,” she almost whimpered.

Someone acquired their name from the redundancy department, Megatron thought.  “I believe it’s time for a change in management, yes.  Seeing as how you’re the mayor of this town, you’ll be quite out of a job when there is no town to be mayor of, don’t you think?”

The mayor’s eyes skimmed over the damage of her home.  Flames infested buildings, streets were pulsing with panicked ponies as they were tailed by the Predacons; Steeljaws would continue to pummel the streets with missile fire, the Flyers would swoop in to lay down a wave of fire, Dementia seemed to only appear every so often to snatch a pony or two before retreating to the shadows.  All of this while Megatron watched with a smug, proud grin on his face.  Mayor Mare’s spite took the driver’s seat and she unconsciously spoke, “You cowards.”

“What was that?” Megatron’s head turned, his eyes locked on her once again.  Mayor Mare almost immediately regretted those words.  Saying that to a massive being such as him while her town was in shambles was definitely not the smartest move in all her years in office.  But, be it out of pride or anger, she only sought to continue.  For if this were to truly be her final moments, she wanted to go out with some sense of dignity over cowering to this monstrosity.

“You attacked our town, a small community with no means of defending itself.  We’re of no threat to you!  You attacked us without cause!  This isn’t a show of strength or how mighty you are, it’s just plain megalomania!  Why don’t you look for trouble with someone your own size?!”

Megatron stood there, absorbing her words like a sponge.  He absorbed it all, and contemplated them for a good, long while.  But like any sponge, he wrung out her accusations quite easily with a laugh.  “If I wanted to, I could.  Where I come from, I have to deal with beings of similar height, sometimes even bigger than I.  I chose to attack you, not to caress my own ego, but because I can.  And I like to turn ‘I can’ into ‘I will’.  No race is too small to conquer, I always say.  I seek to rule this galaxy with an iron fist.”  Megatron raised his hand, balling it into a fist.  His grin widened when Mayor Mare’s fear overpowered her forced sense of bravery. “And now, it’s your turn to feel its might!”

Before the fist came down, a bright flare shined to Megatron’s left flank.  He grunted, shielding his optics from the oppressive rays.  When the light faded, he lowered his hands; his optics widened in shock.

“Megatron,” Optimus declared, standing in front of the coalition of Maximals and ponies.  “This ends now!”

“I beg to differ, Primal,” Megatron raised his hand, the Predacons and teen dragons rallying to his side.  “This is just beginning, yes!”

Optimus’ optics shifted to Twilight.  “Stay out of the crossfire and help your people.  We’ll handle this.”

Similar to Optimus, Megatron said to Garble, “Continue the destruction of the city.  The Maximals are ours.”

Twilight nodded, allowing Optimus to focus on the task at hand.  Optimus unsheathed two curved blades, which he twirled before resting into a fighting stance.  Blitz Streak’s wings hovered off the ground, flapping steadily.  Stronghold stood firm, face hardened with a renowned focus.  Paragon tossed a grenade in his hand, up and down.

Megatron flicked out a wrist blade, the flames reflected in it like a mirror.  Steeljaws pounded his fist into his open palm.  Tentacles lashed out from Dementia’s waist while Cyberbee landed on his shoulder, eager for a firefight.  Razorwing and Roosternator hovered above the grounded Predacons, the former’s saw blades spinning, and the latter’s blaster primed.

Then both sides began to advance on one another.  It started as a walk, neither side showing signs of slowing down.

“Big Bot, they’re not stopping,” Blitz pointed out.

“Neither are we.”

The factions transitioned into running, heading straight for one another at full speed.  The Flyers’ wings sprouted, going airborne.  Both sides crashed into each other, Blitz taking on Razorwing and Roosternator, Stronghold grappling with Steeljaws, Paragon evading Dementia, and Optimus connecting blades with Megatron.

Not wasting any time, Twilight addressed her group.  “We need to help as many ponies out of Ponyville as possible!  Applejack, take Pinkie Pie, Fluttershy, and Rarity to help the civilians; Shining Armor, Spike, Zecora, Rainbow Dash, and I will retrieve the elements.”

“You look after yourself,” Applejack nodded and split from the group with her own.

“Be careful,” Twilight stressed, moving out with her team.

Garble and his mob watched the battle unfolding before them with intrigue; two groups of giant robots beating the daylights out of each other brought a sensation of entertainment, in the twisted sort of way.

“Should we help these guys?” Fume asked.  “I’d rather enjoy the show.”

“Megatron said not to get involved in the fight and to destroy the town, so…” Garble’s voice trailed off as his eyes fell upon a set of ponies splitting up.  Most of the ponies darted off in one direction while a single pony went off in another.  On her back was the same purple dragon Garble recognized from so long ago.

“I think we can have a little fun on our own.”

Stronghold and Steeljaws traded blows, but no matter how many times they struck one another, neither showed any signs of injury.  Cragadiles and buffaloes naturally had thick hides, which provided useful armor, to absorb damage, in a close-quarters fight like this.  Steeljaws swung his fist at Stronghold, but the Maximal collided his fist with Steeljaws’s chest, knocking the Predacon off balance.  Stronghold quickly followed up with a blow to the abdomen, but it didn’t seem to deter Steeljaws, who merely snarled and drove his fist into Stronghold’s face, sparks flying on impact.  Steeljaws whipped his forearm back, striking Stronghold once more.  The executive officer clenched his teeth, balling his hand into a fist.  He threw his next punch at Steeljaws’ chin, landing a vicious uppercut that sent him flying down the street.  Stronghold relaxed for a moment, breathing deeply.  Steeljaws sat up, nursing his mouthplate.  He glared at the Maximal, pushing himself to his feet.  Letting out a roar, Steeljaws fired a volley of missiles at Stronghold.  Showing no fear, Stronghold reached behind his back, swinging out a pair of rotary chainguns.  He gave the weapons a loud, audible cock and unleashed his own barrage of bullet fire at the incoming rockets.  Every round was hit and exploded on impact before they could even touch the Maximal or any nearby houses.  Stronghold tilted his head, giving a semi-cocky smirk at the Predacon.  Lowering his chainguns, he took aim and fired upon Steeljaws.  Steeljaws raised his arms as the bullets pelted his body.  He growled and started to push himself forward, one step at a time.

Blitz Streak shifted to the left, narrowly avoiding Razorwing’s deadly blades as he swooped by.  Blitz fired at the Predacon Flyer, but none of the blasts could land their mark.  Roosternator seized Blitz from behind, pulling him into a headlock.  Blitz kicked and thrashed, but Roosternator wasn’t budging.  Razorwing laughed, floating in front of Blitz, raising his weapon over his head.  “Hold him still,” his razor blades spun rapidly.  “I’m going to enjoy this!”

Blitz’s optics widened.  In desperation, he elbowed Roosternator in the abdomen.  This got a grunt out of the Predacon and his grip faltered.  Blitz repeated the process until he was released, which was around the same time Razorwing brought the saw down.  Blitz parried just in time for the blade to cut into Roosternator instead, carving right into his head.  Roosternator let out a yell while Razorwing’s jaw dropped. He ripped his weapon free from his comrade’s head.

“Roosternator have splitting processor ace…” groaned Roosternator, who then fell like a bag of bricks to the ground below.

Razorwing just stared, optics wide.  “Oops.”

Blitz’s laughter brought the Predacon’s attention back to him. “Oh, that looked like it had to hurt!  Looks like it’s just you and me.”

Razorwing frowned, churning out his shoulder cannons, blaster pistol, and rifle.  He took aim at the Maximal.  “Works for me.”

Paragon fired his machine gun at Dementia, but the bullets were blocked off by the latter’s tentacles, which shielded him from any of the incoming damage Paragon attempted to inflict on him.  The Predacon scientist leapt onto the roof of a pony’s house, his nimble form allowing the roof to support his weight, and lashed out his tendrils.  Paragon rolled to the side, the tentacles burying themselves into the dirt a few feet beside him, and raised his gun to retaliate, but Dementia was too fast.  He had leapt from the roof and was now lunging toward him.  Paragon had to focus on evading again, which caused Dementia to slam into the ground.  Paragon raised his gun to fire, but his head was suddenly tackled from behind by Cyberbee, the Mini-Con clawing and shredding at the demolition expert’s face.  Dementia let out a dark chuckle, one of his insidious tendrils gripping Paragon’s leg.  Cyberbee dislodged himself from the Maximal’s face, just as Dementia swung his smaller foe into the side of a house, his head smashing straight through the wall.

Paragon groaned and opened his eyes to see a family cowering in the corner, staring back at him awkwardly.

“Uh… hi?”

Then the screaming started and Paragon felt their fear when the father began to assault his head with a baseball bat.  “Ow!  Ow!  Hey, quit it, will ya?!”

Twilight and her group sprinted, through the burning streets, avoiding the roaring flames at every turn.  A million thoughts ran through Twilight’s mind as fast as the fires around the town burned.  Why would the Predacons do this to such a small, peaceful community?  Ponyville hadn’t done anything to them nor could it even defend itself.  Just what were they trying to prove?

The thud of large feet hitting the ground broke Twilight from her inner speculation, hooves grinding to a halt.  Looking up, she could see the glare of a familiar red dragon.

“Long time, no see, runt.” Garble eyed Spike, who nearly drained of color and clenched Twilight’s mane.

“Garble?!”

“I’ve been waiting for the chance to get you back for a long time!” Garble took in some breath and hacked forth a ball of flame, which Twilight narrowly avoided by teleporting a few feet back, the grass she formerly stood on being roasted.  Shining’s protective instincts kicked into overdrive and he nailed Garble in the nose with a magic blast.  The hit sent the dragon reeling, clutching his nose.  He lowered his claws, revealing a bruise staining his snout; smoke flared from his nostrils.

“Can we run now?” Spike meekly suggested.

Baff, Fume, and Fizzle landed in a circle, surrounding the equines.

“I don’t think that’s an option anymore.” Shining’s brow furrowed.

Optimus and Megatron applied their weight onto their blades, both attempting to overpower the other.  Megatron’s wrist blade spat sparks as it grinded with one of Optimus’ curved swords.

“There’s been peace between the Maximals and Predacons for centuries, Megatron,” Optimus strained.  “Why start this up again?”

“Peace, perhaps on your side, Maximal scum, yes!” Megatron spat.  “But not on ours.  Permit me to inform you that an enemy which may seem ‘peaceful’ may in fact be biding its time!”  Megatron’s free arm folded behind his back, transforming into a fusion cannon, the barrel gleaming with a purple light.  “We Predacons have never abandoned our rightful goal of galactic conquest, no!  We’ve merely been waiting for the moment… to strike!”

Megatron raised his cannon, but the barrel was met by one of Optimus’ own weapons, who had anticipated such an underhanded tactic.  Both fired at the same time, the force of both weapons discharging, combined with the recoil, knocked both back where they bounced across the floor.  Optimus grunted as pushed himself to one knee.  Megatron merely laughed from a seated position.  “I’m beginning to like the way you think, Primal!  Yes!”

Optimus’ hand returned to normal, dual-wielding both blades again.  “Prime jets, on!”

Megatron stood, firing his cannon at Primal, who was propelling himself at blinding speed towards the aspiring overlord, deflecting the blasts with his swords.  Optimus slammed into Megatron, driving the Predacon leader down the street and outside the town.  Primal’s main intent was to get Megatron out of the city as quickly as possible.  He was confident that his crew could handle the other Predacons as they saw fit, so long as property damage was minimized, given how much was already demolished.  Megatron let out a roar of fury, driving his blade into Primal’s back, the jets sputtering before they gave out.

The sudden cessation of their velocity sent Optimus and Megatron careening through the trees like tumbleweeds. Optimus groaned, looking at his back, sparks flying from his damaged jets.  He muttered a curse, but refocused on the matter at hand.  Optimus recovered first, tearing a tree branch and using it as a blunt object to smash over Megatron’s head, splinters of wood flying all over the place.  Megatron clasped his hands together, swinging them into Primal’s chin, throwing him through multiple trees, knocking them over.  Megatron lunged at Optimus, blade reared back for a killing blow, but his blade was blocked once again due to a last minute intervention by Optimus’s own sword.  Megatron pressed down, attempting to break through his enemy’s defense.

“Admit defeat, Maximal!  This world and its Energon will be ours!”

“Not if I can help it!” Optimus raised his foot and kicked Megatron off of him.  Jumping to his feet, Optimus seized Megatron by the leg as he attempted to stand, and drove his head straight into the trunk of a sturdy tree, burying it.

“Surrender, Megatron, you’re trapped!”

“No!  You will not defeat me!” Megatron’s voiced boomed from within the tree, his defiant shouts causing it to shudder.  He yanked and pulled, then resolved to simply blast the tree to bits with his cannon.  The tree exploded, allowing Megatron’s head full range of motion again.  He ripped the remains of the tree from the ground and flung it at Optimus, the trunk landing on his chest and splintering into pieces.  Megatron followed up with a spinning kick that sent Optimus down again.  He prepared to continue the assault, but his body stiffened, the blue veins pulsing throughout his body.

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

“It’s over, Megatron,” Optimus stood.  He pieced together that Megatron had been in robot mode longer than he had.  While Megatron had to change back, he still had a few cycles left to continue the fight.  Time was already in Primal’s favor when the fight began.

“It is never over, no!” Megatron yelled, changing into beast mode.  His wings shot open as he roared into the sky, a stream of fire spraying from his mouth.  Optimus’ optics widened, instinctively taking a step back.  Megatron glared at Optimus, smile returning.  “Were you expecting anything less?  The wise tyrant ensures that he is always capable of combat, yes.  Now perish, Optimus Primal!” Megatron blew another wave of fire at Optimus.

Shining Armor leapt to the side, narrowly avoiding Baff’s fist as it smashes into the ground.  His horn fired off a shot, straight into the dragon’s eye.  Baff yelled out, nursing his face and swinging his claw in a blind fury.  Rainbow Dash continually zipped in and out of the fray, landing quick bucks as she utilized her speed to distract and disorient their attackers.  Twilight had crafted a magic barrier to shield her, Spike, and Zecora from the onslaught.  Spike didn’t feel any easier.  What were they doing, working with someone like the Predacons?

A claw smashed against Twilight’s barrier, causing the group to yelp in surprise.  Turning their heads, they found Garble, who’d been noticeably absent from the whole fight with Shining and Rainbow, trying to break through.

Zecora picked up on Spike’s physical fear.  “I can see your dread and have concluded that this ruffian really wants you head.”

“You have no idea.” Spike trembled.

As the fighting continued around them, Applejack, Rarity, Fluttershy, and Pinkie Pie continued their assigned task of  rescue and recovery.  Dozens of buildings that the peaceful citizens of Ponyville once called their homes now lay in abject ruin.  Ponies were caught in what can best be perceived as a random act of terror by unknown invaders, with their only crime being that they were in the wrong place at the wrong time.

The collective of mares did the best they could with recovering and digging ponies out of the debris that once stood as their homes. Applejack and Rarity were occupied with handling the grunt work of freeing trapped ponies--a practice Rarity wasn’t fond of, but in the case of ponies’ lives being endangered, she was more than willing to get a little dirty; Fluttershy tended to the injured with her first aid skills, performing her best procedures; Pinkie Pie would pick up where Fluttershy finished, ushering multiple denizens out of the town.  Their efforts didn’t go entirely unnoticed, for they were soon joined by more healthy and able ponies, assisting their neighbors through this trying time of hardship.

While Paragon was having his face rearranged by a frightened family, Dementia was slamming his tentacles against the diamond dog’s rear end, mimicking the action of paddling and lashing, while Cyberbee watched, laughing from the roof.

“Hit him again, boss!”

Dementia lashed Paragon again, earning another yelp.  He chuckled.  “I say it’s time to put him out of his misery, don’t you think?”

“Aw, I wish this sort of stuff could last forever,” Cyberbee whined.

“Nothing is truly precious because it lasts,” The tips of Dementia’s tentacles snapped like the jaws of a bear trap.  “That is why one must savor every second of it before it all ends.”

Before anything further could be done, Dementia and Cyberbee both let out a yell as they felt the Energon radiation catch up with them.

“Curses!  I forgot to take the Energon into account!  Cyberbee, reattach!”

The Mini-Con jumped onto his master’s back, reconnecting, and allowing Dementia to turn back into his zebra form.

Razorwing held Blitz by the throat, the younger Maximal kicking and thrashing in his grasp.  Razorwing had his buzz saw to Blitz’s face, the blade a rotating blur.  Razorwing’s grin widened as his blade drew nearer.

“Trust me, this is going to hurt you a lot more than it’ll hurt me.”

Razorwing suddenly froze up, his body locking into a stiff position.  He was forced to release Blitz upon realizing that he had made himself vulnerable.  He, too, retreat back into beast mode, flying away from the Maximal while the going was good.  Blitz coughed, taking in some air while the Predacon fled.

“Get back here… you filthy Pred!” He attempted to follow, but was stopped by a throbbing pain in his side, his hand instinctively pressing itself against the wound.  When he pulled his hand back, he found his palm coated in the dark color of his Energon.  Looking down, there was a gash in his flank, to which he muttered, “Oh, that’s not good.”

Steeljaws closed in on Stronghold, who continued to fire his chainguns, piles of bullet shells building up around his feet.  Steeljaws reached the range where he was able to grab Stronghold’s wrists and wrench the chainguns from his grip.  He headbutted the Maximal, then threw him into a house, causing it to cave in on itself.  Stronghold nursed his processor, but Steeljaws wouldn’t allow him a moment of reprieve, stomping on the Maximal’s chest.  He raised his foot and brought it down again and again, but the fourth attempt was halted when Stronghold caught his foot.  With a grunt, Stronghold flipped Steeljaws over his head and right through another house.  “Oh no,” Stronghold facepalmed himself at having contributed to even more collateral damage--something he’d hoped to prevent.  Steeljaws jolted and spasmed in the rubble, his body beginning to succumb to the Energon radiation.  He rolled onto his stomach and converted back to beast mode.  It was there that Steeljaws realized at how great a disadvantage the Predacons were.  With the Maximals likely having a few more cycles of fight left in them, Steeljaws took charge in Megatron’s absence.  It was time to cut their losses and pull out.

His second-in-command status kicking in, Steeljaws barked the order, “Predacons, we’ve lost our momentum; fall back!”

Steeljaws barreled out of the town, followed by Dementia at his side, and Razorwing from above.  Roosternator had just regained his bearings to hear the order and changed back into beast mode, following after them with a cry of, “Don’t leave without Roosternator!”

Another slam and Twilight’s barrier cracked.

“I don’t think I can hold him for much longer!” Twilight strained, her horn pulsing in a bright purple aura.  Garble’s claw reared back and one last swiped was all it took.  The barrier shattered under the pressure and Garble’s hand scrambled the group.  Spike bounced and skidded to a stop in the ground.  He tried to push himself to his feet, but felt Garble’s fingers coil around his waist.

“Let me go!” he thrashed and kicked, but the grip wouldn’t falter.

"I’ve been waiting for this for a long time, pipsqueak.” Garble bared his teeth, but his peripheral vision caught the Predacons fleeing back into the Everfree.  He stared for a moment, then a lightbulb flickered on in his head.  “Actually, I think I can wait a little longer.  I’ve got something special in mind for our little reunion, runt.  Let’s go, everyone, we’re leaving!”

Garble jumped and flew in the direction of their fleeing allies.  The others broke off from their, admittedly poor performed fight, and followed their ring leader.

Spike squirmed, his heart racing faster than ever before.  “Twilight!”

The unicorn shook herself out of her dazed state, her ears picking up on Spike’s voice.  Her eyes widened at her assistant, her companion, her friend, being kidnapped right in front of her.

“SPIKE!”

Twilight jumped to her hooves and ran.  It was all she could do now.  But her efforts were ultimately in vain, for the dragons faded into the Everfree and so did Spike’s cries.  Twilight’s exhaustion caught up with her and she collapsed, her hoof reaching out.  Her bottom lip trembled.  “Spike… no…”

Megatron’s breath scorched Optimus’s back, the Maximal letting out a yell of pain, instinctively flinching away from the tongues of the flames.  Countering, he fired a shot of his blaster, striking Megatron right in the jaw.  It only succeeded in knocking the dragon’s head back, but no apparent damage was made.  Megatron ran a claw over where he was struck, caressing his jaw.

“I must admit, Primal, you’re quite tenacious, yes.”

Optimus rubbed his back, but didn’t take his optics off the dragon lord.  “Our previous skirmish in orbit didn’t teach you that?”

Megatron laughed.  “How droll.  But this game is at an end, Optimus Primal, yes.  It was fun while it lasted, but all games must come to an end eventually.” Rearing his head back, Megatron’s mouth burned with newborn flames.  Optimus steadied himself, waiting for Megatron to make his move.

“Megatron!”

The Predacon leader’s mouth shut, his head turning to see his forces running his way, Steeljaws at the front, shouting, “We have to retreat!  The Energon radiation’s got us at a disadvantage!”

With a snort of disgust, he turned back to the Optimus. “Don’t think for a nano-klik that this is over, Primal, no.”

His wings catching wind, Megatron joined his group and disappeared with them into the Everfree forest.   Optimus let out a breath, his arms relaxing.  He exited the Everfree, coming face to face with a visibly distraught and heartbroken Twilight.  The unicorn lifted her head, tears already forming in her eyes.

“Spike… they’ve got Spike…”

Chapter 18: "Dawn of War (Part 3)"

“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?”

Chapter 19: "A New World to Call Home"

“Slag it all,” Ragnarok hissed, clutching his damaged chest as he limped through the maze of trees.  “Megatron, that dishonorable coward!  I’ll tear out his processor for this, and Steeljaws’, too!”

He fell to a knee, but grabbed a tree branch to keep himself from collapsing outright.  The disturbance of the branch was followed by Ragnarok being beaned on the head by something from above.  He blinked and his optics lowered to the floor, finding the red, shiny surface of an apple’s skin.  Picking up the fruit, he observed it for a moment.  The sun gleamed off of its pristine skin, giving off a shine.  He snorted, tossing it aside with a grunt of irritation.

Pressing on, he felt his vision growing hazy, the world beginning to tilt to the left, then to the right.  Ragnarok staggered for a moment, then caught himself.  He shook the dizziness off, then surveyed his damages once more.  Sparks leaked from the open wound, small drops of Energon pattering onto the grass.  It was a slow trickle, but after hours of wandering, it was beginning to take its toll on him.

He just needed to go a little farther, just long enough to find some shelter and rest.  In the open wild, one could never let their guard down.  He’d been too wary in his days as a gladiator to carelessly do so.  Trudging forward, his body brushed past a sign that he neglected to read, not that he cared to.  All he was focused on, was the big, red sanctuary ahead.  It resembled some sort of storage building, but he paid no heed to what it held.  His mind was focused only on one thing, and that was sanctuary.

Spike mumbled incoherently, snuggling himself into Twilight Sparkle’s back.  She smiled and lightly ran a hoof over his dorsal fins, so as not to irritate his bruises.  Optimus slowed his pace, to travel beside Twilight.

“How’s he doing?”

“Some minor bruising and a few cuts, but, with a little rest, I think he’ll be fine.” she replied.  “What about you?”

“Still functional,” Primal lowered his wings, barely covering still fresh cuts.

“Optimus, you’re hurt!” she gasped.

“It’s nothing,” he quickly said.  “He won’t get rid of me that easily.  My body will internally repair itself.  Like Spike, I just need time.”

Twilight frowned, facing ahead, though her eyes still trailed back to the wound, watching it carefully.

“So,” Blitz Streak lightly nudged Rainbow Dash’s side.  “Thanks for, uh, having my back up there.  I have to admit, it was pretty gutsy to stand up to Razorwing like that.”

Rainbow waved him off with a smile.  “Oh, please!  I’m Rainbow Dash, gutsy is built into my DNA!”

“Well, gutsy didn’t exactly win us any points that time.” Blitz shrugged.

“There’s always another time.  If at first you don’t succeed, try, try again!  It’s what got me this far.” Rainbow winked.

“Yeah, you’re right.” Blitz grinned a little.  “Next time, Razorwing won’t be so lucky.”

“You bet he won’t!”

Stronghold, as usual, tromped behind the group, but was within the company of Fluttershy and Rarity.  Fluttershy had been sticking closer to Stronghold’s side, ever since he saved her from being carved up by Dementia’s hand.

“Are you two okay?” Stronghold asked.

“I’m adequate, darling, though this dirt will take forever to get out of my mane!” Rarity tugged at her mane, a few clumps of dirt falling from individual hair strands.

“I-I’m okay, Stronghold,” Fluttershy rubbed her hooves.  “But you were hurt, too…”

“I’m alright,” he assured.  “I have a thick hide; I barely even feel it.”

Fluttershy’s shy grin returned.  “Oh, that’s good.”

Pinkie Pie bounced around the group, carrying Paragon on her back.

“Pinkie, what the hay are you doing?” Applejack raised an eyebrow.

“Well, since Parry saved me from the big mean Predacon with teeth, I offered to give him a ride as a means of thanking him!”

“I could get used to this.” Paragon interlaced his fingers behind his head.

“Are you even tired?” Twilight asked incredulously.

“Nope!”

“Paragon isn’t even weighing you down?” Optimus scrunched up his nose.

“Not one bit!”

She hopped ahead, Paragon absently waving.  “See ya back at Ponyville, slow pokes!”

“I will never understand those two.” Blitz said.

“It’s probably best you don’t, unless you want a migraine with a side of confusion.” Applejack added.

Ponyville finally came within view of the returning coalition, the sun having fully risen, its rays illuminating the town.  While the ponies saw their home and a warm sight for sore eyes, Optimus Primal only saw the damages left by the Predacons.  Among the demolished buildings, ponies helped one another in clearing wreckage; pegasi lifted chunks of debris, unicorns lifted chunks onto a carts, which was headed by earth ponies, to dispose of.  The Royal Guard had even gotten involved, checking on those who’d been injured in the attack and assisting in the clean up.  Optimus sighed and lowered his head.  These were such a peaceful populace and for them to be subjected to such horrors, weighed heavily on his spark, threatening to fall right out of his spark chamber.

Twilight saw his visible distress and rested a hoof on his shoulder.

“Don’t worry, Optimus, Ponyville has been through worse.  We’ll have the place fixed up in no time at all.”

“You’ll have us to help, it’s the least I can offer for bringing this to your world.” Optimus reflected.

“Let’s check with Princess Celestia first and maybe we can work something out, to lessen your burden.” Twilight said.  “After all, you did risk your lives to help us get Spike back, and I couldn’t be more thankful.”

Optimus brightened a little, nodding his head.

Walking into the town, the ponies slowly stopped what they were doing, eyes locked on the Elements and the newcomers.  Whispers and murmurs of uncertainty traveled through ears, but none of the civilians could muster the strength to step forward.

“Twily!”

Looking into the crowd, Twilight could see Shining Armor escape from the crowd, his eyes wide with relief.

“Shining!”

The siblings ran into one another and embraced.  Shining pulled back and held his sister’s shoulders.

“Are you hurt?”

“I’m fine, Shining.  We’re all okay and we’ve got Spike back, thanks to Optimus and his Maximals,” she flashed Optimus a knowing smile.  “They’re the ones we should all be thanking.”

Shining Armor removed his helmet and faced Optimus.

“You have my thanks for looking after my sister and her friends.” he extended his hoof.  “And any friend of her’s is a friend of mine.”

Optimus looked at his own hoof and tapped it against Shining’s, his face contorting into one of confusion, silently asking if this was how it worked.

Shining chuckled.  “You’ll get the hang of it soon enough.”

“It was nothing, Shining Armor,” Optimus nodded.  “We’re here to help.”

Clearing his throat, Shining said, “The Princesses will want to see you, now that you’ve returned.  Please, follow me.”

Trailing behind Shining, Twilight gave Optimus a friendly nudge.

“See, it’s not so bad.  Everything will work out just fine.  I’ll vouch for you.”

Reaching town square, Princess Celestia, Luna, and Cadance had been discussing the details of the attack with Mayor Mare.  The stationed Guards stood aside once Shining drew near.

“Your highness!” he lowered himself to the ground.  “The Elements of Harmony and the Maximals have returned.”

“And that’s not all,” Twilight added.  “We’ve got Spike back, too.”

“It brings me great relief to see you all safe and sound,” Celestia smiled.  “Are any of you injured?”

“Just a few bruises, but nothing time won’t heal.” Twilight replied.  “The Maximals really pulled through on this, had they not been there, I don’t think we’d have returned at all.”

“That’s wonderful news,” Celestia then addressed the Maximals.  “Thank you all, for your efforts and keeping my subjects safe.”

“Yes, thank you all, for driving those monsters off!” Mayor Mare said.  “We owe you all a debt we may never be able to repay.”

“No thanks are necessary.” Optimus bowed his head.  “We were only doing what was right.  We will assist in the reconstruction and in any way our aid may be required.  Megatron is still at large, and the Predacons will be back.”

“But this time, we’ll be ready for him.” Shining chimed in.

“And you’ll have us, whenever the need arises.” Optimus added.

“So,” Paragon shot Luna a cocky grin.  “You gonna admit that you misjudged us, Ms. Broodypants?”

“I admit, I may have judged you all harsher than I should have,” Luna sighed, swallowing her pride.  “But that doesn’t mean I won’t be keeping an eye on you all.”

“I’ll accept that.” Optimus shrugged.  “So long as it doesn’t intrude on basic privacy.  The last thing I need, is one of my crew reporting that they’re being stalked by your Guards.”

“Of course.” Luna nodded.

“How can we repay you?” Cadance asked.  “There must be something we can do, to reward you for your efforts.”

“Call me picky, but, eh, a place to stay would be nice,” Paragon scratched his chin.  “Our ship is still missing and until we can find it, I we’ll need a place to crash, and I think we’ve earned ourselves a little R&R, if you know what I mean?”

“That could be arranged,” Cadance smiled.  “Perhaps some sanctuary in Canterlot?  The Crystal Empire, perhaps?”

“Well, what if they stayed with us?” Rainbow suggested.  “Blitz could stay with me and we’d be able to keep an eye over Cloudsdale.”

“You really have no issue with that?” Optimus asked.  “It could be for an indefinite period of time.”

“Blitz is welcomed to stay at my place, just so long as he doesn’t go sneaking out every time I look the other way.” She elbow Blitz with a smirk.

“You’d better keep a sharp eye on me then, because I could disappear at anytime!” Blitz remarked, a naughty smile creeping on his lips.

“Oh!  Paragon could stay with me!” Pinkie beamed.  “We could have dessert, have sleepovers, and eat all kinds of treats!”

Paragon drooled a little.  “I do love me some treats.  Alright, Pinks, I’ll take you up on that offer.”

Fluttershy lightly tapped Stronghold’s shoulder.

“Um, you could stay with me, Stronghold, if you want.”

“I’d be honored to house with you, Fluttershy.” He warmly said.

“So, that leaves you, Optimus.” Cadance noted.  “Who will you stay with?”

“If I may, Twilight, but perhaps Optimus would be best suited to stay with you.” said Rarity.  “After all, you and him do seem to get along rather well, and you could teach him a thing or two about Equestria.”

“That’s an excellent idea, Rarity!” Twilight beamed.

“You don’t have to feel obligated to do this, Twilight.” Optimus declared.

“Nonsense, after all, you and I could learn a thing or two about each other’s worlds!”

Smiling, Optimus nodded.  “Thank you, Twilight.  I appreciate your generosity.”

“What are friends for?” she simpered.

“Then it is decided.” Celestia said.  “It is with my utmost sincerity, to welcome you all to Equestria!”

“With our ships missing, and likely out of commission, we cannot return to our planet.  But fate has yielded its reward, a new world to call home.  We live among its people now, disguised as them, waiting, protecting.  I have witnessed their capacity for courage and, though we are worlds apart, there is more to them than meets the eye.  I am Optimus Primal and let this be a message or reassurance to our comrades still in orbit above us: We are here.  We are waiting.”

Chapter 4: "Subjugating the Locals"

Blitz Streak had spent about a week, working at the Wonderbolt Academy and keeping a low profile so as to avoid any unwanted attention.  Needless to say, he was beginning to grow restless.  Rainbow Dash would still privately tutor him on how to fly and would even accompany him on occasional searches for his lost comrades.  Not that he was ungrateful, he appreciated the fact that she would go out of her way to help an almost complete stranger.  Well, he wasn't exactly a stranger anymore, she at least got to know him a little better during his stay at the Academy and vice versa.  Rainbow would almost always accompany him wherever he would go to keep an eye on him and make sure he didn't do anything to blow his cover or stir up a scene.  It was a pretty casual week.  Blitz would do his job (which he didn't particularly enjoy all that much), Rainbow taught him some lessons, he would practice, and then the two would go out searching for at least an hour before they had to turn in for the night.  They'd wake up the next day and basically repeat that cycle.  It wasn't until today, however, that this routine was broken.

It was around 6:00 on a Saturday morning, the young Maximal was usually in stasis mode at this time.  He didn't need to work until about 8:00, so of course he would cherish those two hours of snoozing.  At least he would have had his slumber not been untimely interrupted by a familiar voice.

"Hey, Blitz, wake up." Rainbow gave the robot in disguise a nudge.  Blitz just gave a small groan as he buried his face in the pillow.

"Do I have to…?"

"It's only for a few minutes." The cyan pegasus rolled her eyes before prodding his back a bit harder. "Come on, this is important."

The word 'important' is what happened to snap him out of his sleep.  Blitz slowly rose into a sitting position on the bed, rubbing his optics with his hooves and giving his body a quick stretch before relaxing.

"Alright, what's up?"

"I'm going to be heading out for a meeting with my friends.  It's supposed to be some kind of royal business with the Princess."

Blitz tilted his head.  "Who?"

"Oh, yeah, I forgot to tell you about that.  I was referring to Princess Celestia."

“Pardon me asking, but who's that?" The Maximal inquired once again.

"How exactly to explain this to an alien robot… oh, I got it!  You know that Optimus guy you told me about, how he was your leader?  Well, she's similar to that, except she rules all of Equestria."

"Huh… well, that just about sums it up." Blitz replied with a small nod.

"Yeah, and I kind of need you to come along with me.  The Academy isn't exactly a long-term staycation resort, so you'll be living at my place." Rainbow added.

Blitz cocked an eyebrow and asked, "What about the job you got me assigned to?"

Rainbow nonchalantly shrugged. "Just quit."

"Blunt, but truthful.  Not like I really need the money anyway." Blitz chuckled. "So, you're completely cool with me crashing at your place?"

"Absolutely.  Why wouldn't I be?" Rainbow said as the two exited the small quarters and made their way outside.

"Oh, I don't know, possibly out of fear that I might touch and/or break something important?"

"Nah, all the breakable stuff is in my room, safe and sound.  You're good." Rainbow nudged his side a bit with a smirk.  Blitz returned the gesture, stretching out his wings with a grin.

"Well, what're we waiting for?  Lead the way!"

"Try to keep up, rookie." Rainbow's grin grew wider as she extended her wings and got into a crouching position.

"I happen to be a fast learner." Blitz winked before the two took flight.

"So, this is your house, huh?" Blitz whistled. "Weather work must really pay well."

"Oh, yeah.  Big time." Rainbow chuckled. "Make yourself at home."

"I'm just supposed to sit around while you go on this important meeting?  When do you think you'll be back?"

Rainbow shrugged. “No idea.”

"Well, in that case, I suppose I could head out on my own and look for my buddies while you take care of your stuff." Blitz suggested.  That idea made Rainbow freeze up a little bit, her mouth becoming dry.

"Um… you might want to wait on that, Blitz.  You're not quite familiar with the rest of Equestria yet, so there's a high chance that you might get lost." She scratched the back of her head.  While this reasoning was partially true, she also wasn’t very fond of the idea of him striking out on his own without her supervision.

"Oh, well, I guess I can probably wait." Blitz shuffled one of his forehooves.

"Good, just sit tight and I'll be back before you know it." Rainbow nodded as she headed out the door.

"See you later." Blitz waved.  Once the door shut, the gears in his processor began turning.  He found himself in a bit of a vice.  Rainbow had told him to stay put, but his inner instinct was telling him to look for his other friends.  He was grateful for Rainbow's help, but lately he's been playing by her rules and now she's gone.  Maybe it wouldn't hurt to just slip out for a few hours and come back before she did?  After all, these are his friends and he can't just sit around, doing nothing while they're wandering aimlessly or still in their pods, or possibly in danger.  He weighed his options and sighed to himself.

"Sorry, Rainbow, but I can't just sit around while my buddies are Primus knows where." He got himself a small sheet of paper and grabbed a quill in his mouth. "I have no clue how they manage to write like this…" he muttered, scribbling a rather sloppy note, explaining his absence under the circumstance that she returned before he did.  The writing was at least legible and that was good enough for him.  He took the paper into his mouth by one of the corners and shut the door on it, leaving the note visible to those who would approach the front entrance.  He took a deep breath.

That should take care of it…

He jumped off the cloud, his wings catching wind, and was soon airborne.

"Did you see the look on those ponies' faces when we set fire to their tents?  Priceless!" chortled the red teen dragon, Garble, as he and two of his cohorts, Fizzle and Fume, landed by their new hangout cave.  They had recently "borrowed" said cave from a few unfortunate teenage dragons that lacked their strength.

"I thought I was going to bust a gut!" Fizzle laughed. "Those stupid ponies are so easy to push around; I almost feel sorry for them! Almost!"

"Maybe they'll think twice about camping out in our forest." Fume added.

"I think we've all earned ourselves a little celebration with today's catch." Garble said as they entered the cave. "A couple gems ought to do the trick-" the red dragon stopped upon finding that the interior of the cave had been breached from the top.  The sunlight beamed through the opening and highlighted a large pod resting in the rubble before them.

"What the heck is that thing?" Fizzle scratched the side of his head as the trio gathered around the capsule.

"Organic life forms identified within range. Beginning scanning process." A computer voice was heard as a prod extended and a purple film shot out from it, rotating around the surrounding environment, passing harmlessly over everything on its way.

"What the heck is it doing?" Fizzle asked.

"I think it's looking around the place," Fume suggested.

"I don't care what it's doing!  This thing ruined our new hangout spot and it ain't getting away with it!" Garble screamed angrily, scooping up a large rock and throwing it at the prod.  Before the rock could even reach it, the prod retracted into the capsule once it had finished making a full rotation of the surrounding area, causing the projectile to land somewhere behind it.  A slight rumble was heard, emanating from the interior of the craft and the pod's lid shot open, a screen of smoke leaking out and flowing across the ground.  Despite the thickness of the smoke, the dragons could somewhat make out something inside.  The shape climbed out of the capsule, standing fully erect.  It stepped forward out of the smokescreen into clear view of the organics standing by.

The teen dragons were surprised when, lo and behold, the being looked just like them, another teen dragon.  This new dragon had black scales, dark purple spikes which end in a purple colored webbed crest on his head, red eyes with black pupils, and had purple wings.  But something didn't look right about this new comer.  For one, just by looking at him, they could tell he was above the average height for a teen dragon.  Not only that, but he also looked far older than they were and was obviously more physically built.  He looked more like a fully grown dragon that was shrunk down to their size, instead of an actual teen.

This new dragon turned his head, scanning his new surroundings, then looked down at his claws.  He looked at his back and took note of his wings, a look of interest crossing his face in the form of a raised eyebrow.  The newcomer stretched his wings to their full length.  Once he did that he folded them back up and looked over the rest of his body.

"This form will do very nicely.  Yesss," The black dragon said with a low chuckle.

Garble, Fizzle, and Fume were beyond confused by this point.  This guy was acting like he had only now just realized he was a dragon.  How can something be that hard to notice?  Garble was the first to gather the nerve to finally speak to this weirdo.

"Hey freak, what's the big idea of ruining are hang out spot huh?!" Garble shouted.

The black dragon either didn't hear Garble or just ignored him entirely as he didn't even acknowledge Garble in the slightest.  Instead, he tapped the side of his head.

"To any and all Predacons, this is Megatron.  Do you copy?"

Static was the response.

"Come in, Predacons."

Same result.

The black dragon let out an annoyed grunt at the ineptitude of his equipment. "What a useless piece of junk," He grumbled as he switched off his comm link,

"Well, I suppose I'll just have to go and find them myself; or what's left of them anyway.  Yesss."

"Hey!" Garble yelled out, "I'm talking to you, freak!"

Megatron turned his head toward Garble with a sigh.

"Are you really still here?" he asked them in a very disinterested tone.  He figured they would have been smart enough to back off.

"You're damn right, we're still here!" Garble yelled.

"It seems that I've overestimated your capacity to think or at least use basic common sense.  Yesss." Megatron replied.  He really wasn't in the mood to deal with these imbeciles, especially at a time like this.

Garble was now shaking with rage.  The nerve of this dragon made his blood boil.  First, he destroys their cave, now he suddenly insults them?  Garble's eye twitched as this newcomer was really beginning to push his buttons now.

"You calling us stupid?!" he shouted.  Now, Fizzle and Fume were getting aggravated as well.  They weren't gonna let this freak insult them!  Especially not after the fact that he’d just trashed their hang out!

Megatron just rolled his optics, finding his patience for these persistent creatures to be diminishing at a steady rate.

"Look, I've wasted enough time with you idiots.  So, I'll just be-"

"WHAT THE HECK JUST HAPPENED?!" Came another trio of voices in unison.  These ones didn't belong to the dragons that stood before him.

Megatron growled in irritation.

Oh, for spark's sake…

How he despised it when someone dared to interrupt him.  Their gazes returned to the cave's entrance.  Garble grinned as his three other pals, Clump, Vex, and Baff were standing at the entrance of the cave looking dumbfounded and panicked.

"Garble, what the heck happened to our new hang out?!" Baff snarled.

"Yeah, where are all the gems!?  Vex and I were gonna have a gem eating contest!" added Clump who was equally as agitated as the rest.  Garble turned toward

Megatron and pointed a claw right at him.

"It's because of this freak!  He ruined our hang out!  Now, we don't know where the gems are!"

All the teen dragons turned toward Megatron and glared at him, nothing but hatred and contempt in their gazes.  Megatron, for his part, just stared back with pure disinterest.

“Very well, I could use some amusement." he couldn't help but chuckled inwardly.

Clump stomped right up to Megatron and poked him in the chest.

"Alright, pal, I'm giving you ten seconds to start begging before I clobber you into next week!" he yelled, and started to count.

Crossing his arms, Megatron simply let this foolish reptile continue with his dribble.  He would humor this fool for a bit.

"1!  2!  3!  4... uh… hey guys what comes after 4?" Clump asked.

Garble and the others face palmed. "Five!"

"Oh, right!  5!”

Megatron just stared at Clump as he continued his count.  The fact that he couldn't even count, however, nearly made him chortle out loud, but he was able to keep his composure.

"6!  7!  8!  9!  9 and a half! 9 and three quarters!  Last chance to beg freak-!"

And just like that, Megatron's composure had dissipated.  This was too much stupidity for one day and before Clump could even get the chance to finish his sentence,

Megatron had grabbed him by the head with both hands.  The other teen dragons looked on in shock and horror as the black dragon actually started to lift Clump off the ground with little effort.

"The five of us together couldn't even lift Clump!  Yet, this creep is picking him up like he's a stupid pony!" Garble's eyes widened even further as he watched his friend get hoisted up into the air.

Megatron glared into Clump's eyes, baring his teeth.  It was pretty clear that he no longer found amusement in this little affair.

"Let me make a few things clear, you pathetic worm." He snarled, his claws beginning to tighten around the dragon's skull. "I am Megatron, leader of the Predacons, and you would best-" The Predacon leader's monologue was cut off once again, but this time it was a particular sound instead of a voice.  It sounded like a series of loud cracks.  Megatron glanced at the other dragons, yet none of them were doing anything.  They were all just watching on, not sure of what to do.  He skimmed his eyes around the cave.  Nothing appeared to be collapsing or even a sign of such an event, so it was certainly not that.

Wait…

Realization struck Megatron like a train.  Could it be?

It was here that the Predacon leader looked back at Clump, but more closely this time. Megatron's eyes widened.  This creature's jaw was literally broken, limiting him to just pain filled grunts and groans.  It was then that Megatron understood what he had just done; he had just broken this dragon's jaw with little to no effort!  To make absolute sure of this Megatron applied a small amount of pressure on Clump's head.  Sure enough, another small crack came at the expense of a disgruntled grunt by the teen dragon.

"I don't believe this," Megatron gawked. Though, his surprise quickly evaporated into sheer amusement. "Oh, this is just priceless!  I am just crushing this thing's head and I'm not even using my full power!  I knew these creatures were idiots, but to be this fragile is so pathetic, it's amusing! I wonder..." It was then that Megatron's face broke out into an evil grin that stretched to the tips of his face.

"Hey man, let Clump go!  What do you think you're doing?!" Fizzle managed to get out, breaking from his shock.

Megatron shifted his eyes towards Fizzle.

"Just testing a thought out," was all he replied with, and turned his attention back to the helpless dragon in his grasp.

"T-Testing what?" Fume asked, unsettled by the look on Megatron's face.

Megatron's only response was his evil grin growing even wider as he slowly began to add more pressure to Clump's head.  More noticeable cracking sounds could be heard, as well as Clump's groans of pain getting louder, devolving into almost gurgled screams.

"CLUMP!" The five dragons shouted in shock.

Before any of them could do anything, there was a loud, sickening, wet crunch which echoed, bouncing off the cavern's walls.  The teen dragons looked on in horror as

Clump's body slid lifelessly to the floor, while also missing his head.  The Predacon leader looked at his now bloody claws, and burst out into laughter.

"By the Matrix, I wasn't even using HALF of my total strength!  Yesss!  You lowly creatures make even the weakest of my crew look competent and invincible!  And that is not an easy thing to accomplish!  No!" he practically cackled.

Vex's horror slowly dissolved into anger as he glared at Megatron, the very monster that murdered his friend.

"YOU KILLED CLUMP!" Vex roared and charged at Megatron full force.

"VEX, WAIT!" Garble yelled, but Vex had already taken off.

Megatron looked at the dragon charging toward him, trying his best not to laugh at this one’s ignorance, but failing miserably. "Well, if you wish to die so soon, then I will be more than happy to grant you your wish!" Megatron's evil grin returned and he said one simple phrase, a phrase that would haunt the remaining teen dragons until the day they died.

"Megatron, Terrorize!"

What made this unforgettable was what would occur next; within seconds, the dragon shifted into a metallic titan that towered above them.

It was at that moment, Vex realized that he had made a horrible mistake.

Too late.

The dark blue orb on Megatron's waist glowed with life, and discharged a red beam that struck Vex square in the chest, knocking him to the floor.  The Predacon approached the fallen dragon, his feet making the very ground tremble, his optics ominously dripping purple mist from the corners as the darkness of the cavern illuminated them.

Vex, scrambled to his feet and turned to make a run for it, but Megatron's fingers coiled itself around his tail.  Vex felt himself being lifted off the floor, and was flung into the wall of the cave, sending a tremor that rocked the stalactites above.  Megatron slammed his foot against Vex's chest.  The dragon kicked and scratched at his attacker's leg, but to no avail.  With a sadistic chuckle, Megatron's arm slowly shifted into a baton-shaped tube, a red light beginning to flare from the tip, and brought it to level with his face.

"Playtime's over, 'Vex’, yesss." Megatron grinned as the beam fired once more.  The front of Vex's head exploded upon contact, sending shards of his skull and streams of blood across the walls, floor, and Megatron's face alike.  The tyrant turned his attention back to the dragons, not even bothering to wipe his faceplate.

"WE'VE GOT TO GET OUT OF HERE!  COME ON, GUYS, GET MOVING!" Garble shouted.  Fizzle, Fume, and Baff did not need to be told twice as they followed Garble and headed toward the exit.

They never even reached it as Megatron had already blasted the cave entrance, blocking off their only escape.  Plagued with fear the dragons began making their way toward the opening in the ceiling.  But that soon turned out to be a bad idea as the Predacon leader got right in front of them.

"Leaving so soon?  I don't think so, no." Megatron told them and literally smacked the four out of the air, sending them all to the floor.

Megatron was enjoying himself until he noticed sparks coming off him, making it hard to move.

What in the world?!

"Energon surge. The planet possesses a massive supply of energon; too much energon.  Sustained exposure will cause critical and permanent damage.  Transform into beast mode immediately." The computer in Megatron's head reported.  The tyrant grumbled and changed back into his dragon form.  He looked over and saw that the four teenage dragons were still on the ground struggling to just get up.

"No matter," Megatron muttered to himself as he walked over to the dragons, "I don't need to be transformed to deal with these fools."

Garble was panicking beyond belief inside his head.  This psycho killed two of his friends with no effort and was going to kill them next.  Worst of all he could barely move after getting hit out of the air and his friends were out cold.

Come on, Garble, think!  There's gotta be a way you and your remaining pals can survive this!  Think, dammit, think!

Garble’s mind gave in to desperation.

Megatron grabbed Garble by his throat with one hand and hoisted him up.

"Now then, you pathetic creature, do you have any last words before I destroy you like the other feeble reptiles who dared to challenge me?" Megatron taunted, savoring the melody of the cracking bones beneath his iron grip.

Garble's mind was racing over a mile a minute.  There had to be some way out of this. He just wished something, anything could come in and help them.

Wait... help?

That last word rang in the teen dragon’s mind.

"We-ack-can-ack-help you!" Garble managed to get out.

Megatron merely laughed once more.  Oh, how he loved it when they begged.

"You help me?  What use could you possibly have?"

"Do-ack-even know-ack-what you are?" Garble asked.

Megatron arched a brow at this question. "Why does that matter?"

"Well-ack-we're only-ack-teen dragons!"

"Teens?" Megatron questioned as he brought Garble closer. "You mean you're just a bunch of brats?"

"Y-yeah… pretty much..." Garble wheezed, he was losing air and fast, his lungs beginning to burn and face fading into a dark blue hue. "D-Do you… even know-ack-where you-ack-are? Well-ack-we can-ack-help…"

Megatron stood there, contemplating what this dragon had to say.

As much as I hate to admit it, he has a point.  I know next to nothing about this world, and what kind of creatures reside here.  Until I can reassemble my crew, these dragons may be of use to me.

Megatron finally released Garble's neck.

The red teen dragon gasped for air as he looked up at the Predacon leader in fear, his chest heaving rapidly, and not just from the lack of oxygen.

"Perhaps you and your idiot friends may actually be useful after all," he said. "You will tell me everything that you know about this place and you will follow my orders to the letter.  Ignore any of said orders or deviate from what I tell you to do, then I will kill you and your friends without hesitation.  Do I make myself clear?"

"C-Crystal c-clear," Garble squeaked out.

"Good.  Now, what's your name?"

"G-Garble, sir…"

"Well, Garble, congratulations to you and your remaining friends." Megatron said with a plastered grin that held such malice, making Garble feel like he was staring into Tartarus incarnate.

"You all belong to me, now. Yesss."