Transformers Prime: A Brave New World

by The Carolean

Rating: teen
Tags: Princess Luna, My Little Pony: Friendship is Magic, Romance, Changelings, Science Fiction, Cutie Mark Crusaders, Adventure, Princess Celestia, Crossover, Main 6
Length: 46126

After the Decepticons discover energon on a distant planet, Optimus Prime and the Autobots arrive in Ponyville, quickly attracting the crown's attention. Now it is up to Prime and the princesses to protect Equestria from the Decepticons.

After the Decepticons discover energon on a distant planet, Optimus Prime and the Autobots arrive in Ponyville, quickly attracting the crown's attention. Now it is up to the Autobots and their newfound friends to protect Equestria from the Decepticons. However, as they continue their battle, Optimus and the others discover the bonds between their worlds run deeper than either believed. Can the Autobots and their newfound companions end their centuries long conflict and spare Equestria from the violence that destroyed Cybertron?

(TFP/FIM takes place after season 5. Edited recently)

(Transformers is copyright hasbro. MLP is copyright hasbro and Lauren Faust.)

Published 2015-09-15 02:40:02 UTC
Last updated 2016-05-28 02:59:11 UTC

Chapter 2

The Nemesis lay sideways in the middle of the Everfree Forest. Fires still burned aboard the ship, though Megatron’s troopers were making quick work of them. Meanwhile, the warlord stood atop the wreckage, overlooking the woods around the ship, with Soundwave by his side. In the distance, they could see Dreadwing approaching, along with a squadron of troopers. The fighters detoured to the crooked flight deck, while Dreadwing joined his master. “What have you discovered, lieutenant?” Megatron questioned.

“This species is extremely primitive. The extent of their technology seems to be coal and early electricity, but their weapons are laughable,” he explained. “However, though they lack energy or gunpowder weaponry, they do possess an unknown force. I am uncertain what it is, but it seems to allow the horned subspecies to move objects with their mind, and perform other logic-defying feats. In addition, the normal equine are abnormally strong for organics, and the winged subspecies controls the weather, which could prove to be problematic.”

“Excellent work, Dreadwing. And the ones with both wings and horns?" Megatron asked.

"I know little of their abilities, but from what I can tell there are only three, and they seem to be the rulers of the whole species," Dreading told him.

"I want constant surveillance of the local populace! We will have to gather more information on these equines, so that we might learn to use these abilities. In the meantime, you will supervise the repairs,” he ordered.

“Not to question your decisions, my liege, but should I not be searching for energon? A sizable portion of our stockpile was destroyed during our bout with the Autobots. Surly more squads are required for seeking,” Dreadwing pointed out.

“This is true, but I want Knockout to retrieve the energon, not you. Flying vehicles would be too conspicuous, and may attract unwanted attention,” he told him.

“Understood,” Deadwing said, before changing forms and flew off.

Below the ship, a secluded panel began to shake. The plate of metal fell from the ship, as a silver form tumbled out. Starscream quickly righted himself, hiding behind one of the mounds of dirt the Nemesis had excavated.

“Did you hear that?”

Starscream’s spark skipped a beat. He curled himself into a ball, praying to Primus and Unicron the owner of voice he heard wouldn’t find him.

“It’s probably just a hunk of junk falling off the ship.”

“Yeah...you’re probably right.”

The ex-Decepticon breathed a sigh of relief, relaxing a little bit. He peered over his hiding spot, finding two Vehicon guards with their backs to him. He grinned malevolently, creeping up behind them, before simultaneously impaling them both with his claws. He towed the two corpses to his hiding spot, covering them with dirt. Then, he retrieved his one possesion: red energon. He crept to the edge of the Nemesis’ shadow, peeking out from behind one of its wings. He bolted out from his refuge, making a mad dash to the treeline, hiding behind a tall oak once he reached it. He panted, stingily clutching his read treasure. “Good work Starscream, you're Megatron’s warship, now you just need to figure out where I am,” he said, pausing as his eyes widened in realization. "And find some company. I've been alone so long I've started talking to myself," he added as he aimlessly wandered further into the forest.

Apple Bloom and Sweetie Belle sat in their red wagon as Scootaloo propelled them through the Everfree forest. “Scootaloo, this might be the best idea you’ve ever had!” Apple Bloom shouted excitedly.

“Are you guys sure this is a good idea?” Sweetie Belle asked.

"Don't be silly Sweetie Belle! We may not need to find out cutie marks anymore, but that doesn't mean we should stop going on adventures," Scootaloo retorted.

“Yeah, I get that, but doesn't this seem a little, I don't know, poorly planned. Even if we find the Decepticons, what are we going to do about them. I mean, the Autobots are, like, twenty times out size! And we don't have anything to fight them with!" Sweetie Belle pointed out.

“We don’t have to fight ‘em, silly! All we have to do is find ‘em, then the Autobots can take care of these ‘er Decepticons,” Apple Bloom told her.

“Is that it? Wow, this is going to be a breeze,” Sweetie said.

“Hey girls, do you hear that?” Scootaloo asked. The other two fillies quieted down, listening carefully to the distant sound of drilling and shouting.

“That ain’t no drill Ah’ve ever heard. Scootaloo, follow that noise,” Apple Bloom ordered. Scootaloo heeded her command, making a sharp right turn towards the commotion. The three came to a freshly cleared patch of woods, then dismounted and continued on hoof. From behind a bush, they quietly observed a group of Decepticons extracting a strange, blue crystal from the ground.

“See Sweetie, I knew this was a good idea?” Scootaloo whispered as her wings fluttered in excitement.

“This is great now all we need ta do is get back to Ponyville, tell the Autobots ‘bout this,” Apple Bloom said.

“Is that so?” inquired a voice from behind them. Before any of the three knew what was happening, they were swept up by a pair of giant metal hands.

“Uh-oh,” Scootaloo leaked out as they were hauled into the clearing.

“Well, would you look at this, target practice,” Knockout said.

Optimus stood next to the train station, along with Twilight. Sweat dripped down the young royal’s head as she smiled nervously, wildly flailing her hoof at any passerby. “Twilight, is something wrong?” Prime asked.

“What? No, everything’s fine, just fine!” she told him, her whole body jittering.

“Are you certain? You seem stressed.” He leaned over, putting his mouth closer to her ear. “I believe you are frightening your fellow ponies.” Twilight glanced around, finding ponies had given her a wide berth. She took a deep, calming breath, putting her hoof to her chest, before exhaling.

“I’m fine, just a little nervous. I mean....your arrival changes so much. Your technology, your size, just your existence...the idea Equestria isn’t alone in the universe are all revolutionary. This meeting between you and Celestia and Luna could affect the course of history for decades, even centuries,” she explained.

“If your rulers are as kind and as wise as you claim they are, then you have nothing to fear,” he said.

“They are, they really are,” she told him.

“Well then, I’m sure they will be a pleasure to meet,” he said.

A train pulled into the station, its breaks shrieking as the machine slowed to a halt. The doors of the passenger car opened, revealing the two royal sisters, along with the pair of guards they’d brought.

“Celestia, Luna!” Twilight shouted excitedly as she ran up them. She wrapped her hooves around their necks, though they did not embrace her. Their mouths hung open as their eyes fixed on Optimus. Though the ponies of Equestria were taller than most humans, Prime still towered over all of them. Princess Celestia, the tallest pony in all of Equestria, only came to his waist.

Twilight released her fellow royals, turning back to Prime. “Fellow princesses, this is Optimus Prime, leader of the Autobots. Optimus, these are Princess Celestia, Sovereign of the Sun, and Princess Luna, Ruler of the Night.”

“Greetings, your majesties,” he said with a polite bow.

Luna shook herself free of her trance along with her sister, both of them smiling back at Optimus. “Greetings, Optimus. You’ll have to forgive our rudeness. Your stature...surprised us,” she told him.

“I understand. We Autobots can be rather intimidating,” he said.

Twilight lead the sisters through the center of Ponyville, to banner hung over town hall that read: “Welcome Princesses Celestia and Luna!”

Despite the size of the table, only a few ponies sat with them. Smokescreen allowed fillies and colts to clamber over him, giving the occasional joyride, with Arcee as their supervisor, while Bulkhead and Wheeljack entertained the older ponies, including Rainbow Dash, with stories of the Cybertronian war. Ratchet attempted to isolate himself, desperate to work out the logistics of their stay, though the pink pony on his head made that feat difficult.

“You’ll have to forgive them, your majesties. Having the Autobots as our guests is quite...uh...exciting,” the Mayor said as beads of sweat formed on her head.

“It’s quite alright, Mayor. I have to admit that even I’m intrigued by these Autobots,” Celestia told her, as she glanced at Optimus. Prime smiled briefly, but his grin faded quickly.

"Before we begin, know if at any point, you wish us to leave your world, we will do so peacefully. We understand if you feel we have brought war to your world, or see us as a hazard," he told them.

"Never!" Celestia said nearly the instant he finished his sentence.

"We ponies were once forced from our homelands; it would be wrong to deny others who share in our suffering," Luna explained.

Prime's smile returned. He bent over, looking both princesses in the eyes. "There is no way I can express my thanks. Know that the Autobots are, and will always be willing to lay down their lives for you and your people," he told them, righting himself.

"Now, if you don't mind my asking, what did force you from your home?" Celestia asked.

“A civil war title of Prime, the leader of our race, forced us to flee our home. It was a war of attrition, with territory being bought with hundreds of lives one day, only to be lost the next. Worst of all, the war was started by my brother, Megatron,” he explained.

“Your brother?” she asked.

“Not in blood, but I considered him my brother. Before the war, he was called Megatronus, the gladiator, and I Orion Pax, the librarian. Together, we chose to change the corrupt Cybertronian government. However, once we were summoned to speak to the High Council, he demanded that he be declared Prime. When I was asked if I agreed with him, I answered no, arguing that there should be a new Prime chosen by the people, not a military dictator. This enraged Megatron, but when the council chose to bestow the title of Prime on me, he became furious. He stormed out of the council building and chose to take the position of Prime by force,” he explained.

Celestia and Luna exchanged a look, feeling the deepest empathy for him. “We're both truly sorry for your loss. If it helps at all, we know how you feel," Celestia said.

"What do you mean?" he asked.

"A thousand years ago, I became jealous of my sister's day, and tried to overthrow her," Luna told him.

"Her day?" Optimus interrupted.

"I raise the sun, and Luna raises the moon. Isn't that how all planets work?" Celestia asked him.

"No, on most planets the sun and moon rise by themselves," he told her.

"Really? How interesting. Returning to our story, I attempted to overthrow my sister, nearly killed her..." Luna paused, swallowing as she held back her tears. Celestia wrapped a wing around her little sister, smiling at her warmly.

"It's alright Luna," she whispered.

"I know sister, I know," Luna murmured as she wrapped a hoof around her sister's back. "She was forced to banish her to the moon for a thousand years. I know that won't undo what Megatron did, but-"

"No, it's quite comforting to know there are others shares my experiences. Besides, knowing that, and seeing you here," Optimus said. "In the even you're wondering why we've come here specifically, this planet is rich with energon."

"Energon?" Twilight asked

“It is our very lifeblood; it powers our bodies as well as our weapons. The war exhausted Cybertron’s supply, however, other planets had been accidentally seeded with energon centuries earlier, giving us small islands we could escape to once Cybertron fell,” he answered.

“And Equestria is one of these islands?” asked Celestia.

“Yes, and quite a rich one too, though it is not the first alien world we’ve discovered with energon. Before coming here, we arrived on a distant planet called Earth,” he told them.

"And this is what the Decepticons are after? Energon?" Luna asked.

"Yes. Megatron believed he could slip away and harvest energon on this world unopposed, then return and destroy us; however, we discovered his scheme and followed him," Optimus explained.

Suddenly, Rarity and Applejack ran up to Twilight with looks of concern on their faces. “Twilight, something terrible’s happened! I can’t find Sweetie Belle anywhere!” Rarity shouted.

“Ah can’t find Apple Bloom either, and her wagon’s missin’,” Applejack added.

“Girls, I’m sure everything’s fine,” Twilight assured them.

“Ordinarily ah’d agree with ya Twi’, but it’s them three and giant transformin’ robots. Do ya really think that’s a good mix?” Applejack reminded her.

“...You’re probably right. Come on, let’s get going,” she said.

“Do you require assistance?” Optimus asked.

“We shouldn’t...but…you should probably come along,” she told him.

Chapter 3

The Cutie Mark Crusaders stood, huddled together in front of a line of Decepticons. “Ready!” Knockout ordered. The soldiers raised their weapons, aiming them at the three fillies. “Aim!” he barked. The three gripped each other more tightly as tears streamed down their cheeks. Before the commander could give his final order, a yellow and black blur soared over his head. Bumblebee smashed into the center of the thin line of Decepticons, crushing the head of the bot in the center as he changed forms. He opened his doors, carfully whisking the three ponies away in his arms. With his free hand, he drew his weapon, plugging a hole in another trooper, before making a mad dash for cover.

Knockout turned toward where the Autobot had emerged from, only to be struck in the face by a large, grey fist. The rest of the Autobots descended on the Decepticons, along with their pony companions. Celestia ran besides Optimus at the front of the group, using her magic to uproot a tree and slam it into one of the troopers. As her sister attacked, Luna grabbed another Decepticon, using her magic to teleporting him to the Abysmal Abyss.

Knockout slowly recovered from Prime’s blow, sluggishly rising from where he lay. He quickly snapped to attention when he saw Bumblebee. He drew his electrostaff, losing an energon blast from its tip. The red bolt struck the scout in the leg, causing him to fall, groaning in pain as he curled into a ball. Another Decepticon approached him, aiming his cannon at the three fillies he dropped. He outstretched his arm in a vain attempt to stop him, but he was too far away. Suddenly, an explosion ripped through the Decepticon, sending his arm flying. Starscream burst out of the treeline, scooping the three ponies into his arms. "Starscream!" Arcee howled, breaking formation and charging the former Decepticon.

"Arcee, no! Help Bumblebee!" Optimus ordered. Arcee grudgingly obeyed him, breaking from her persuit and tending to the wounded scout.

Meanwhile, Bulkhead intercepted Starscream, drawing back his fist to deliver an Earth-shaking punch. “I’m going to enjoy this” he told him.

“Behind you!” Starscream shouted, pointing behind him.

Bulkhead scoffed, throwing a punch at the Decepticon. “Like I’ll fall for that tri-oof!” Starscream ducked under the big 'bot, forcing him off balance and pushing him aside, before diving for cover. A Decepticon strafed where the two had been standing, leaving burnt patches of grass in his wake.

Each of the Autobots exchanged an astonished glance. Suddenly, another squadron of Decepticons flew above the clearing, led by Dreadwing. The commander changed forms, drawing his sword. He landed behind Optimus, barely giving him enough time to duck under his blade. Optimus drew his own sword, locking blades with Dreadwing. Thinking quickly, Twilight leaped onto Prime’s shoulder, her horn ablaze with magic. She released a bright flash of highly focused purple light, blinding Dreadwing. Seeing an opportunity, Optimus slammed into Dreadwing, sending the three of them tumbling forward.

They broke apart, Twilight still hanging onto Optimus. Dreadwing quickly righted himself, using his blade to stand. Suddenly, he cried out in pain as a golden beam burned his back. Celestia leapt at him, kicking him in the face, before joining Optimus and Twilight. Dreadwing grimaced as the three heroes stood defiantly. “Decepticons, blow these vile organics apart!” he ordered, jerking on his sword.

The sword was deeply embedded in the ground, nearly to the hilt. He jerked the sword again, ripping open a large gash in the ground. Twilight’s eyes widened in realization. “Optimus, Celestia, we need to get out of here! Now!” she told them.

“What do you mean Twilight?” Prime asked.

Before she could explain, the Decepticons above them fired their missiles. The rockets exploded as the struck the ground, creating a widening chasm in the middle of the clearing. The void swallowed everything in the clearing, pony and Cybertronian alike. The chasm began to consume the forest, leaving only the Decepticons still in the air were left to marvel at the size of the abysse. When the chaos subsided, a large swath of woodland had been ingested by the crater, revealing a massive underground cavern. The remaining Decepticons dove into that cavern, knowing Megatron would kill them if their commanders did not return with them.

Celestia attempted to scan her surroundings, only to find herself engulfed in darkness with a few columns of light piercing the veil of shadows. She dimly lit her horn, revealing a pair of Cybertronian legs in front of her. “Optimus, is that you?” she asked.

Suddenly, she was blinded by truck lights. “Yes, are you hurt?” Prime answered. Celestia blinked repeatedly, adjusting her eyes. Once her vision cleared, she could see Optimus standing above her, holding a giant boulder over his head. He cast the boulder aside, creating a massive crash.

“I’m fine, where are the others?” she asked.

“I’m not sure, the crash separated us. Regardless, we should find them,” he told her. She stood, using her magic to project a golden light onto the walls of the massive cavern they resided in. The cave was so large that all of Canterlot castle could have fit within it, with room to spare. Trees and rock littered the floor, creating extremely treacherous terrain.

Nevertheless, Prime and Celestia marched on, using their lights to scan for their companions. Celestia swept her light across the cave floor. In the distance, something glittered as her light danced across it. Optimus hurried over to the light, to discover it was a Cybertonian hand. He hoisted its owner out of his stony prison. Much to his shock, the hand’s owner was Dreadwing.

The Decepticons grinned, his sword glittering as he whirled it at Optimus. The Prime grabbed his wrist, staying his blade, before receiving a stern kick in the stomach. He fell on his back, dazed, as Dreadwing brought down his sword. Prime recovered from the blow just in time to roll to safety, though the blade scratched his shoulder plate. He quickly stood, sliding on his battle mask, before drawing his ion cannon and losing several bolts. Dreadwing skillfully deflected each of them, his blade becoming a silver blur as the blue cylinders ricocheted off the metal. He took an offensive stance, legs apart, with his arm extended sword above his head, parallel with his body.

Optimus drew his sword, ready for a long drawn out duel, when without warning, Dreadwing was struck in the head with a large piece of timber. He turned towards the attack, only to be struck by a hail of large rocks. The stones scraped his paint and dented his armor, forcing him backwards. He lost his footing, creating a small avalanche as he rolled down the hill of rocks.

Celestia dropped the boulders she hadn't launched, rushing over to Optimus. “Are you alright?” she asked.

Prime retracted his blade and his battle mask, smiling warmly at the little pony. “I’m fine” he told her, turning to continue their search. “Thank you, for saving my life,” he added. She smiled back at the Prime, reigniting her horn and joining him.

Chapter 4

Twilight found herself buried under a thin layer of twigs, rock, and dust. The last thing she could recall was the Decepticons firing their missiles, then everything went blank. “Twilight, you alright?” Smokescreen asked, turning on his only functioning headlight.

“Yeah, I think so,” she answered. As she became more aware of her surroundings, she noticed there was a thick layer of rock and tree hovering above her, however, it lacked the support to not collapse.

“Wow, it’s a miracle we weren't crushed,” Smokescreen remarked.

“Yeah...miracle,” she muttered. She flew up to the layer of rock, scrutinizing it as she hovered. After examining the ceiling more thoroughly, she noticed a slight blue glow on the stone.

She turned to see Princess Luna standing behind her like a living pillar, holding up the ceiling of rock, dirt, and wood that would otherwise crush them all. Luna grunted as beads of sweat danced across her blue coat. She held her head low, almost to the ground, straining to hold the tons of stone above them. Though it wasn't enough to completely cover the cave floor, it was still a massive amount of debris. “How is she doing that?” Smokescreen questioned, awestruck.

"Princess Luna! Are you alright?!" Twilight shouted, flying to the side of her fellow princess.

"T-T-Twilight! Find my sister! Hurry! There isn't much time!” Luna ordered. Twilight did as she was told, rearing around and flying off in search of her mentor. Smokescreen followed, changing into his vehicle mode.

Applejack coughed, groaning as she forced herself up. In front of her there was only darkness, and were it not for her hooves, she wouldn’t have been able to tell she was standing on a pile of rocks. “Hello? Anypony?” she called.

“Applejack, darling, is that you?” a voice answered.

“Rarity? It’s me! Where are ya?” she asked. Her question was answered when a warm, furry, fruit smelling form bumped into her. The two tumbled down a rocky slope, bumping into something hard and metallic.

“Eep!”

“Fluttershy? Is that you?” Rarity asked the shadows.

“Uhm...yes...oh, and Bumblebee’s here too,” the pegasis answered.

“Great! Bumblebee, any chance ya can tern on yer headlights?” Applejack questioned. Bumblebee answered with a series of bleeps.

“He said he can’t, they’re broken,” Fluttershy told her.

“Wait a minute, you can understand him?” Rarity asked.

“Can’t you?” Fluttershy asked back.

“Y’all, that ain’t important. Right now we need at find the others and get outta here! Bee, can ya move?" she asked again.

He answered in more incomprehensible language, which Flutters translated. "Um...he says his leg's hurt."

"Well, ain't that just peachy," Apple jack spat in frustration. "Ah've got a'hold of part of ya. Maybe ah can help ya walk."

Bumblebee beeped curiously, causing Fluttershy to audibly quiver. "He s-says you're not touching him!" she said before taking refuge under the Cybertonian.

"Alright, I've had just about enough of this!" Rarity light up her horn to reveal Applejack was actually holding Starscream. All three mares screamed, along with Starscream, and the three fillies in his arms.

"Applejack! Rarity! Is that you?" Rainbow Dash called out from the darkness.

"D-D-Dash?" Fluttershy whispered.

"Hold on , we're coming!" Bulkhead shouted.

"Hurry! We found Starscream, and he has Sweetie Belle!" Rarity added.

"No, wait! You've got it all wrong!" the Decepticon interjected. "I only took the children to save them after the scout was wounded! I meant them no harm" he professed.

"Ha! Likely story" Rainbow Dash spat. Arcee, Bulkhead, and Wheeljack reached the group, Arcee with her weapon drawn.

Starscream screeched, holding the CMC out in front of him. "Please! You must believe me! I was hidden, was I not? Why would I reveal myself if not to save the young ones!" he shouted, panicked.

Bulkhead hummed quietly to himself placed his hand on Arcee's weapon, guiding it towards the ground. "You can't be serious," she said.

"He has a good point. He knows we don't trust him, so why'd he jump out there and help the Crusaders?" Bulkhead asked.

"I say we gut him," Wheel jack suggested, drawing a sword. Starscream gulped.

"Hold on now, ain't that a tad bit harsh? Ah mean, he did save our sisters" Applejack questioned.

“It’s true,” Sweetie Belle interjected.

“He even protected us when we fell,” Scootaloo added.

"Ponies, you have no idea what this...this...monster has done!" Arcee assured them forcefully. She drew one of her blades, charging Starscream, before Bulkhead brought her to a halt. "Let me go!" she shouted angrily.

"Th-that sounds a little m-mean…” Fluttershy whispered. Bumblebee spoke out, slamming his fist against the ground angrily.

“Arcee, think! Would Optimus do this?” Bulkhead asked.

Arcee resisted a moment more, before huffing and relaxing in Bulkhead's grip. “You win,” she spat under her breath. Confident she was calm, then hoisted Bumblebee up, draping the scout's arm over his shoulder so he could support himself.

“Thank you, thank you, noble Autobot. I swear, you won’t regret this act of kindness,” Starscream assured his savior.

“Yeah yeah, whatever, just carry the kids” Bulkhead told him. Starscream happily obeyed, following the group into the darkness of the cave. Suddenly, Arcee pulled him to the side.

“You may have the others fooled, but the first time you make a false move, I will end you. Got it?” she promised, before releasing him. Starscream gulped, resuming his trek, while taking extra care to keep his distance from Arcee.

They continued onward for a few minutes, until Bumblebee spotted a pair of dim lights in the distance. He called out to his fellow Autobots, enthusiastically pointing at the faint glow. “You’re right Bee, that does look like Optimus” Bulkhead said. “Hey Optimus! Over here!”

“Bulkhead?” Optimus answered.

“Yeah! Over here!” he called again. Optimus changed forms and drove up to the group, Celestia riding atop his cab. Once they reached Bulkhead and the others, she dismounted, allowing him to change back to his upright form. He looked around, inspecting his Autobots.

“Where are Smokescreen and Ratchet? And why is he here?” he questioned, motioning to Starscream.

“Ah think Ah can answer that, at least about him,” Applejack said. “Ah don’t know what his story is, but he saved mah ‘lil sister, along with Rarity’s and Scootaloo,” she explained.

Optimus looked back up at Bulkhead. “Is this true?” he asked.

“Well...yes,” he told him.

“Y’all can bet it’s true! Why, if it wasn’t fer Starscream here, we’d all be dead,” Applebloom said. Optimus stroked his chin, looking over the renegade.

“What’s the matter?” Celestia asked him.

“This is not the first time he’s supposedly attempted to redeem himself,” Optimus explained.

“Optimus, I know the last time’s I’ve tried to make amends for my actions ended… well… poorly, but it was not my fault! The first time, Arcee tried to kill me! Then, in the arctic, I was afraid Dreadwing would defeat you! I only meant to preserve myself! I didn’t mean you any harm...I...I assumed you’d flee. You must believe me!” Starscream told him.

“Yeah, just like you only wanted to preserve yourself when you murdered Cliffjumper,” Arcee interjected.

“He was mortally wounded, I tell you! It was the only merciful thing to do!” he responded.

“Don’t give me that! We both know yo-”

“Enough!” Optimus stood cross armed, staring coldly at the two belligerents. “Starscream, you will turn in your weapons once we reach the Jackhammer, and be relegated to manual labor,” Prime told him.

Starscream smiled, quickly flashing a victorious smile towards Arcee. “Thank you, oh mighty Optimus. I will not fail you,” he said.

“Optimus, this is a big mistake. He’s-” Prime lifted his hand, hushing Arcee.

“I’ve made my decision. Now, where are Ratchet and Smokescreen?”

Suddenly, a spinning drill of pink hair burst out of the ground in the center of the group. Following the hair was the pony attached to it, Pinkie. She happily leaped out of the hole, with Ratchet not far behind. “Finally! By Primus Pinkie, how many times did you get lost?” he said.

“Sorry, I took that left turn at Albuquerque,” Pinkie told him bashfully.

“Ratchet, where have you been?” Optimus asked, hoisting the doctor out of the hole. As he stepped out of the crevasse, he pulled a large metal box. “What is that?” Prime asked again.

“Energon,” Ratchet answered, opening the crate to reveal at least fifteen large cubes.

“Where did that come from?” Bulkhead questioned.

“Ratchet and I fell into a super old ship. We tried to get out the door, but the rock sealed us in, so I used my mane to drill through the hull and that took a really long time, and then Ratchet found a bunch of energon cubes,” Pinkie explained.

“A ship? like the one you came in?” Celestia asked.

“Yes, though its arrival predates the war. It is likely the reason energy exist on this world," Ratchet answered.

"Least we've got energon now," Wheeljack said, placing the lid back on the box.

“Princess Celestia! Optimus!” Twilight shouted. She flew towards the group, panting as Smokescreen drove beside her. She all but collapsed in front of Prime and Celestia, her tongue hanging out of her mouth indignantly.

“Twilight, what’s the matter?” Celestia asked.

Twilight tried in earnest to tell the princess what had happened, but her panting rendered her explanation incomprehensible. “The other princess...what’s her name again? Luna? She’s holding all this up!” he told them on behalf of the winded alicorn. Suddenly, a rock dropped from the stone ceiling, bouncing off his shoulder, before falling to the ground. “And from the looks of it, she can’t do that for much longer.”

“Then there is no time to waste,” Prime said, changing into his alternate form. Celestia climbed ontop of him, using his smokestacks to hold on as they drove towards where Twilight and Smokescreen had come from.

The blue aura around Luna’s horn flickered, letting several stones fall to the ground. Her entire coat was drenched in sweat, and her muscles were fatigued from the exertion using that much magic required. She couldn’t keep the rocks up much longer. She was going to fail. Then, in the distance of the cavern, two small yellow lights appeared.

“Luna, hold on! I’m coming!”

Luna’s neck straightened as her ears perked up. Celestia leapt off Optimus, running to her little sister. Her horn lit up with a golden aura as she reached out with her mind, cradling the layer of rocks and trees in her telekinetic grip. Luna gasped as a massive load was lifted off her. “Little sister, are you alright?” Celestia asked. Luna nodded, shaking some of the sweat from her body.

Using their combined might, they lifted the rock ceiling higher and higher, until they cast the debris out of the top of the cavern. Behind them, the Autobots stood in awe. Their horns dimmed, the auras surrounding them disappearing. Luna collapsed, allowing Celestia to catch her with her massive wings. She carefully draped the lunar princess over her back, only now realized just how much energy she’d spent to save them.

“Celestia, how did you do that?” Prime asked.

“I’ll explain later. Right now, we should probably leave,” she said, wiping some of the sweat off of Luna.

Chapter 5

Luna lazily opened her eyes, immediately regretting that action as she was blinded by bright lights above her. She reopened her eyes, this time using her hoof to shield them from the blaze. She laid in a hospital bed, with nurse Redheart to her left, and Celestia and Twilight on her right. “Ugh...sister, what happened? And why does mine mouth feel as though a bird has been nesting in it?” Luna asked, rubbing her head in a vain attempt to alleviate her headache.

“You passed out after you and we escaped the caves,” Celestia explained. She hugged Luna, wrapping her large, warm wings around her. “I’m so proud of you little sister” she added, making the younger sister’s cheeks turn a light crimson.

“S-stop it sister, you’re making me blush,” Luna said. Celestia released her, though an aura of pride still surrounded the solar princess. Luna straitened her fur, attempting to look as presentable as possible, as a princess should. “So, when will we return to Canterlot?” she asked.

"You'll be fine in a few hours," Redheart explained, handing her a small glass of water. "You only had slight fatigue and minor dehydration. After some rest and small glasses of water or two, you should be ready to go home."

"Excellent! I think it would be best if we leave as soon as possible, lest we throw Canterlot into a panic," Luna said.

“About that Luna, you’re going to have to run Canterlot without me for a little bit,” Celestia told her.

“Why is that?” Luna asked curiously.

“Optimus invited me to hunt down an old Autobot relic somewhere near the badlands,” Celestia said. It was then Luna realized her sister was without her golden regalia, save for her necklace. Despite the fact ponies rarely wore clothes, she looked almost naked.

“Isn’t that dangerous, sister? How do we know the enemy will not fall upon you while you search for this relic?” Luna questioned.

“Optimus has assured me that the Decepticons don’t know where the relic is buried, but to be on the safe side, he and the Autobots are assuming radio silence, and we're hike through the forest so they won'the detect their...what did he call it again Twilight?” the solar princess asked.

"Ground-bridge," Twilight happily answered.

“Yes, their ground-bridge. Besides, if anything does come up, I can take care of myself," Celestia added

“I know sister, I really do. Still If you are injured or...well...I don’t know what I’d do without you,” Luna confessed.

Celestia smiled warmly, wrapping one of her forehooves around her sister. “Don’t worry Luna, I promise I won’t let that happen,” she assured her sister.

"Where is Optimus anyway? If you must leave, should you not be setting out soon?" Luna asked.

"He's entertaining some of our child patients outside," Nurse Redheart answered.

"Oh, thank you nurse," Luna said as she climbed out of bed. The three princesses made their way out of the hospital, stepping through the exit to discover Optimus in his truck form, right in front of Pinkie Pie and a group of colts and fillies, some of whom were in wheelchairs or had crutches. Celestia kept her smile, though the sight of the children saddened her.

"Again!" Pinkie shouted. Prime heeded her command, changing back into his humanoid form. The crowd cheered as Pinkie Pie bounced about excitedly. "Again!!" Pinkie ordered. Optimus again changed forms, this time honking his horn and revving his engine. "Again!!!"

"I think the poor 'bot's toiled enough for today, Pinkie Pie," Celestia interjected.

"Awww. But it's Optimus Prime! THE Optimus Prime!" she argued.

"I'm sure you'll have plenty of time to watch him change forms in the future, but right now we need to leave," the princess told her. She patted Pinkie on the shoulder, then turned to Optimus. "Ready?" she asked.

"I have your equipment in my cab, as well as a full fuel tank," he answered. Too large to fit inside him, Celestia climbed on top of Prime. She sat with her back facing his truck body, using her hooves to wedge herself between where a trailer would have attached and the space between his smokestacks; she wasn't exactly comfortable, but it would do. Before he could drive away, Luna trotted up to Prime's door.

"Optimus, please watch over my sister," she whispered to where she assumed his ear might be.

"I will Luna," he answered with and equally quiet voice. Once Luna stepped back, Optimus drove away, Celestia waving at the group of children as they left.

Chapter 6

Applejack stood atop a hill, watching eagerly as the sun’s rays curved around the horizon. She crouched down, her heart racing as her ears twitched with excitement. Finally, the top edge of the sun peaked over the horizon, transforming Applejack into a blur of orange. She shot down the hill, screaming “Yeeeeee-haaaaaw!” as she ran towards her precious orchards. She forcefully bucked one of the trees, knocking loose its precious fruits. She cupped her hooves, catching one of the succulent oranges as they fell.

“What the-” She dropped the orange, casting her gaze skyward to discover that she was not bucking apple trees, but instead, orange trees. She looked around, finding every one of her apple trees gone, replaced by the demon fruit. She fearfully looked down at her cutie mark, screaming to find it replaced by a large orange. Suddenly, hundreds of oranges fell down on her, beating on her head as they gradually buried her. She desperately reached her hooves skyward, watching helplessly as her last visions of the sky were covered by a blanket of orange.

Applejack shot up in her bed, panting as beads of sweat ran down her body. Though the oranges had disappeared, the tapping of her nightmare continued. She turned to the window, finding Rainbow Dash tapping on the glass. She opened the window, allowing the cool night air into the farmhouse. “Rainbow Dash? What in the hay bail are ya’ doin’ up this hour of the night?” she asked, yawning while rubbing the sleep from her eyes.

“Well, Wheeljack and I were up late working on the Jackhammer, and I kind of fell asleep in there. Jackie didn’t want to wake me, so he left me there, but then, I heard Starscream come in and get something of of the grenade box! I don’t know what he’s up to, but I’m gonna find out what it is; thought I might need some extra muscle,” the pegasis explained as she hoovered.

“Alright, let me get ma hat, and ah’ll be right out,” Applejack said. She retrieved her hat, before leaping out of the window, turning to close it behind her.

Rainbow Dash lead her friend away from her farm, towards where Rarity lined to hunt for gems. As they neared a hill, Rainbow landed, crawling low to ground. Applejack followed her example, feeling a slight thumping as they neared the crest. They could barely hear Starscream's voice over the hill, catching only bits of a sentence.

"Yes......of course......no harm...."

There was also another voice, this one much deeper than Starscream's.

"......betray.....location of the..... If......T-cog....."

Suddenly, they heard the massive robot coming towards them, causing both ponies to jump. Rainbow Dash shot skyward, hiding behind a low cloud, while Applejack sought refuge behind a large rock. Starscream obliviously strode past them, nearly scraping his foot on the rock Applejack was hiding behind.

Once they were certain they were out of the Decepticon’s hearing range, the pair emerged from their hiding places. They stayed silent for a few more minutes, cautious of his superior Cybertronian hearing. “What’da recin’ he’s doin’ out here at this hour?” Applejack asked when she were certain they couldn’t be heard.

“I don’t know, but I don’t like it. Think we should tell the ‘bots in the morning?” Dash asked back.

“Ah don't know. We ain't got any real evidence against him, an' he might start bein' more carful if we squeal now. Might be best if we wait till we got somethin' solid on him," Applejack said.

"So what are we going to do? Just wait till he does...whatever it is he's gonna do?" Dash questioned.

"That ain't what I'm sain'. Ah think we aut'a spy on 'im, watch 'im like a hawk, an' catch 'im in the act," Applejack suggested.

"Hm...I like it, but how are we gonna do it? I mean, I think he'd notice if some ponies just started following him around," the pegasus pointed out.

"Ah never said we'd be the ones watchin' 'im."

Celestia lay in her sleeping bag, curled up inside her tent. She was in the midst of a pleasant dream, one where she and Luna had lead Equestria into a new golden age, where poverty and hunger were no more, and all the land was prosperous. Though this was not the first time she had dreamed this dream, there were a few new additions. Now, Luna now ruled over the terraformed moon, while Twilight headed development of new, wondrous scientific discoveries. Meanwhile, Cadence was busy keeping love alive in Equestria’s extraterrestrial colonies.

Suddenly, the vivid images of smiling muzzles and golden streets began to fade. Something inside her yelled “Wake up!” She stirred, poking her head out of her tent. Outside, Optimus stoked the last embers of their fire, sending sparks fluttering as he poked at the cinders. With only the dim orange light illuminating the forest, he scanned the treeline, unable to shake the feeling she was being watched.

“Is something wrong?” Prime asked.

Celestia’s eyes darted from tree to tree, searching for something, anything hiding in the shadows. “No...I just had the feeling...that I was being watched,” she told him.

“Hhhmm.” Optimus slowly scoured the woods, looking for evidence of anything alive. “Strange, I too felt that sensation,” he said, using inferred to pierce she shadows. Save for the occasional insect or deer, he could find nothing.

Then, a loud, low growl echoed through the forest. Prime drew his ion cannon, sliding on his battle mask as he aimed the weapon at the trees. “Celestia, did you hear that?” he asked.

The princess blushed slightly, hiding her face behind one of her hooves. “I’m afraid that was me.” she confessed bashfully.

Optimus chuckled, retracting his weapon and mask. He turned to get their bear-bag, walking into the woods. Celestia quickly raised the sun, before following, him. “What in the name of Primus?” Optimus said. The princess poked out her neck, looking beyond the metal titan.

All of the food she’d brought lay on the ground, sloppily scattered about. Prime lifted their bag, examining it closely. “Well, seems like a bear did get into our food. Thank goodness I didn’t have that in my tent,” Celestia said, breathing a sigh of relief as she picked up a seemingly untouched apple. However, as she turned the fruit over, she noticed something odd about this.

“Optimus,” she beckoned. “would you mind taking a look at this." Optimus turned, cocking an eyebrow as he examined the apple. A single bite had been taken out of it, but neither he nor Celestia could figure out what had bitten into it. There were two large gashes in the meat, along with several smaller marks between them. A transparent green liquid dripped down the apple. Curious, Prime dabbed his finger in the liquid, before placing the sample in his mouth.

“This contains a high amount of proteolytic enzymes and Cholinesterase,” he told her, looking up at the sky as he tasted the substance. “I’d believe this is some form of venom.”

“Venom? What venomous creature could do this?” Celestia asked.

“No kind I know of,” he said, presenting the untied bear bag. Not only had the sack been untied rather than torn open, but the rope had been strategically cut.

“I don’t like this, something’s not right here,” she told him. Prime knelt over, picking up any remaining food.

“Nor do I. Perhaps we should return to Ponyville, then return with a larger, better armed party," he suggested.

"You might be onto something there," she said, turning back towards their camp sight. As they neared the clearing, the princess suddenly gasped, running towards their fire circle.

Her entire pack and tent had been placed atop their fire ring, giving new fuel to the dying flames. She hastily plucked the bag from the fire, using magic to choke the blaze. "No, please tell me it's alright," she said as she frantically combed through what remained of her gear. Prime ran up to her, dropping the bag. He pulled whatever could be salvaged out of the flames, using his massive hands to smother the fires. Her tent was damaged beyond use, but her pots, shovel, a small container of ink, and the medium sized knife she’d brought with her survived, along with a belt that could hold the shovel and knife. Everything else had been destroyed, save for some lightly seared pieces of parchment.

Suddenly, Celestia stopped her frantic search. "No..." she quietly whispered as she hoisted something out of the fire. Optimus turned to her as tears welled up behind her eyes.

"What is it?" he questioned.

"It was a picture of Luna and me, painted the day she returned from her banishment." She paused, sniffing as she wiped a tear from her cheek. "I've always kept it with me, to remind myself that I'm never alone."

Optimus sighed, taking the picture from her and inspecting it. It was barely recognizable as a photograph at all, let alone one of the royal sisters. It had been burned to a quarter of its original size, and what had survived was coated with ash. Only Luna's outstretched hoof was visible through the black veil. "Celestia, I have to advise that you return to Canterlot," he said.

Celestia frowned at the ashes of her gear, using magic to place her tiara on her head. Enveloped in a golden glow, her necklace glided over her head, coming to rest on her shoulders. "I'm sorry, but I'm not going home until we have the relic," she told him with audible resolve in her voice.

"This relic may, in fact, be old Cybrtonian factory records, or a broken weapon that no longer functions; hardly something worth risking your life over." He paused, looking down at the burnt photograph in his grasp. "You have an obligation to your people, and to your sister."

She sighed, staring down at the picture with him. "I know Optimus, believe me, I do. However, I have an obligation to you too, and as a friend, I'm not willing to let you face this dangerous journey alone," she told him.

“Very well, but we need to get moving,” he told her, standing and casting the bear bag onto the fire, along with the damaged pack and tent. “But if we are ever directly attacked, you will return to Canterlot.”

“Alright, that sound's fair. Let me write a letter to Luna first, then we can get out of here. With the royal library at her disposal, maybe she’ll be able to give us a clue as to what this thing is” she said, plucking one of her own feather to use as a quill. As she wrote, Prime scanned the treeline. Whatever had done this had to be near, though he could find nothing. Suddenly, both of them again had the strange feeling they were being watched. Unknown to either leader, a pair of light blue eyes carefully observed them, before slipping back into the shadows.

Chapter 7

Luna pulled an ancient almanac from the shelves of the Starswirl the Bearded wing. She flipped through the text, scanning the pages as she searched. She reached the back cover, groaning as she closed it and placed it with the other works she’d examined.

Behind her, Twilight also flipped through books, though she was accomplishing this task at twice the rate Luna was. Even Smokescreen was aiding in the search, reaching through a large window to scour the library shelves.

“Have you had any luck in solving our mystery?” she asked.

Twilight finished the book she was nose deep in, neatly stacking it on the perfectly square pile next to her. “Sorry Luna, there’s just...nothing that could or would do what Celestia described,” she answered.

“And what of you, Smokescreen?”

“Nothing. Are you guys sure it wasn’t just ‘Cons trying to scare them away from the relic or something?” the Autobot questioned.

“I have to agree with Celestia and Optimus on that. If the Decepticons wanted to make sure they got to the relic first, why not just attack them? The two of them may be powerful, but the Decepticons would have a huge numbers advantage,” she pointed out.

“What else could it be then?” Smokescreen said.

“Enough speculation! We must return to the search!” Luna snapped. Smokescreen and Twilight jumped, looking at the princess with wide, shocked eyes. “I’m… sorry. I am understandably worried for my sister, and if this...thing hurt her, or…” She stopped mid sentence, burying her face in another book.

Twilight and Smokescreen exchanged a glance before Twilight took to the princess’ side, placing a comforting hoof on her shoulder. Luna looked back at her younger counterpart, tears welling up behind her sad eyes. “You know, I was the one who first suggested we hire the royal guard, even though we didn’t truly need them, what with our raw magical power,“ Luna told her. “She’s always been the adventurous one, not me.”

“It’s alright Luna, we both understand. Don’t worry, we’ll find whatever this thing is in no time,” Twilight said.

“Not unless we get back to searching,” Smokescreen pointed out, jovially. The two princesses smiled, returning their muzzles to their books.

Starscream hauled a crate from the Jackhammer to the outside. Behind him, Wheeljack leaned on the aft of his ship, watching smugly as he supervised the turncoat. He glared at his guard, causing him to stumble and drop the box he was carrying, making Wheeljack laugh. Starscream muttered under his breath, grunting as he lifted the crate back up.

He placed the box next to a pile of other crates, then turned to pick up another from the ship. As he did, three fillies appeared in front of him. “What the-where did you come from?” he asked.

“Hey! Back to work ‘Con!” Wheeljack shouted.

Suddenly, Rainbow Dash flew onto Wheeljack’s sholter. She whispered in his ear, causing him to furrow his brows, then smile. Applejack stood next to her heels, winking at her pegasus friend. “Nevermind ‘Screamer, take a break while I show these two some stuff in the Jackhammer,” he said, taking them into his ship.

Starscream looked down at the three small ponies before him: Scootaloo, Sweetie Belle, and Apple Bloom. “Well, what do you want?” he questioned.

“We were hopin’ we could follow you ‘round, maybe help turn ya good, like the Autobots,” Apple Bloom explained.

“‘You thing you can turn a Decepticon 'Good?'’” Starscream asked.

“Ah don’t see why we couldn’t,” Applejack said.

Starscream could only laugh at the preposterous suggestion. “I am a centuries old Decepticon warrior, veteran of countless battles, and former Second-in-Command to Megatron himself! I have spent millennia conquering, scheming, usurping, destroying, and fighting! What could you possibly do to encourage me to be an Autobot?” he asked them.

“Well, maybe that's your destiny ,” Sweetie Belle suggested.

“What?”

“Yeah; you did say 'former' second-in-command,” Scootaloo said as she wrapped her hoof around her shoulder. “Maybe you weren't supposed to be a Decepticon in the first place.”

“That's absolutely ridiculous! What right have you to tell me what my destiny is?” Starscream asked.

"Well, that's what we got our Cutie Marks in," Scootaloo answered as the three put their flanks together, displaying their marks.

"In that case, perhaps I'll consider your offer," Starscream said, his voice drenched in sarcasm.

“You’d better some fast considering then,” Wheeljack interrupted, stepping out of his ship with Applejack and Rainbow Dash. “That is, unless you want want to keep lifting crates for the rest of the solar cycle,” he added.

Starscream glared at the Autobot, then glanced down at the fillies in front of him, then back at Wheeljack. “Well, I suppose being 'reformed' couldn’t be nearly as awful as this trivial labor,” he finally said.

“Awesome!” Scootaloo exclaimed as the trio lead Starscream away.

“Remind me again why we don’t just tell the others?” Wheeljack questioned as soon as the Decepticon was out of earshot.

“If we tell ‘em now, he might have an excuse that they’ll buy,” Applejack told him.

“And this way, he might even lead us to the rest of the Decepticons,” Rainbow Dash added.

“Well, I just hope this whole scheme goes according to plan, for all our sakes,” the Autobot said.

In the middle of a tiny clearing,Optimus readied their campfire, digging out a small ditch and surrounding it with a ring of rocks. Nearby, in the golden twilight, Celestia gathered wood ranging from small twigs to fully fledged logs. She neatly stacked the wood near the fire ring, frowning as she realized the sticks she’d gathered wouldn’t be enough. “Optimus,” she said. “I’m heading out of the clearing to get more wood.”

“If you need me, shout, and I will come running,” he told her.

She left the open area, plunging deep into the forest in search of more wood. Suddenly, she was again seized by the feeling she was not alone. A bright golden aura enveloped her horn as her eyes darted from tree to tree. She crouched close to the ground, wings flared, as she prepared to face whatever she was up against.

“Boo.”

The princess spun around sporadically, firing a magic bolt at every shadow. Slowly, she managed to calm herself down, only now noticing the laughter emanating through the woods.

“Who are you? What do you want?” she called.

“Who I am is not important,” replied a mysterious female voice. “and as for what I want,” Something moved across the leaves covering the forest floor. “aside from a cheap laugh, I want to warn you.”

“Warn me of what?” Celestia questioned.

“Of your metal companion,” the voice answered. “He’s not to be trusted.”

“What do you mean “not to be trusted”?” she asked again. The voice ignored her question, merely throwing down assorted wood, before slinking away. Celestia cautiously retrieved the wood, checking it for anything out of the ordinary, before heading back to the campsite.

"What took you so long?" Prime inquired when she returned.

She opened her mouth to tell him, then froze, pondering what to say. "Oh, I just found myself lost in the pretty autumn colors," she lied.

Chapter 9

Celestia’s eyes fluttered open. She yawned, stretching out her massive body, cracking her limbs, and rubbing the sleep from her eyes. Suddenly, she grimaced, feeling the condensed sweat and gunk on her coat from the last few days. On cue, her horn ignited with golden magic, slowly lifting the sun out of the sea of darkness in which it rest. The beams of light shot through the forest like arrows, revealing Optimus behind her in truck form.

“Good morning Celestia,” Optimus greeted.

“Good morning Optimus,” she responded as she opened one of his doors. Using her magic, she lifted her equipment from his chassis, laying it down on the ground. As she examined the surrounding area, she locked her gaze on the lake they’d camped by. She stared longingly at the water, it's clear, cool liquid calling to her like a siren.

“Optimus, I think I’ll take a bath before we go, that is, if you have no objections,” she said.

Prime changed forms, outstretching his own mechanical limbs. “I believe that would be wise. In fact, I would like to join you,” he answered.

“Really?” she asked.

He nodded. “The dirt and muck I’ve accumulated on my body is hard on gears and pistons,” he explained.

Celestia smiled, shedding her royal garb and making a mad dash for the water. Optimus calmly followed, smiling warmly as he watched her frolic in the water. At first, she only pranced around ankle deep, but then she went up to her shoulders, ducking her head under, only to pull it up suddenly, shaking her whole body as she did so.

Prime, on the other hand, calmly and slowly walked into the water, until he too was shoulder deep. Celestia swam over to him, a mischievous look in her eyes. Using her wing, she splashed his face with water, before quickly swimming away. Prime chuckled and grinned as he decided to play along. With one swift sweep of his arm, he created a sizable wave, which completely engulfed the alicorn. She quickly resurfaced, giggling as she continued to bathe. Satisfied he’d demonstrated who was boss, Prime sank below the surface, focused on cleaning the sand and dirt from his body.

No sooner had his head gone underwater than had Celestia felt something brush against her back hoof. Something very organic, and very scaly. She quickly plunged her head into the water, searching for what she might have felt, though the water obscured her vision. After a few moments more, she removed her head from the water, confident it must have only been a fish. Suddenly, she felt the same thing on the side of her leg, realizing it was much bigger than a mere fish. She again submerged her head, this time using a spell to let her see under water, only to find herself engulfed by darkness.

Without warning, the creatures she’d felt before wrapped its legs around hers, pulling her down into the depths. She began to panic, thrashing and struggling violently. Whatever had been placed around her head had an air bubble inside it, allowing her to breathe as she fought. Despite her incredible strength, the creature was nearly as strong as she; whenever she’d get close to kicking it off, it would merely tighten around her again. Desperate, she fired a single, long magic bolt into the air, piercing whatever was being held over her head, and boiling the water around her.

Optimus saw a sudden bright flash of light reflect off of his shoulder plate. He turned to see Celestia, bubbles spewing from her muzzle, struggling with a scaly form. Without a moment's hesitation, he sprang into action, grabbing Celestia and whatever she was wrestling with, and bringing them to the surface. Celestia gasped as they reached the surface, panting as she fought against the creature. Optimus lay the mass down on the shore, immediately pulling on Celestia assailant. Even with his Cybertronian strength, he found it difficult to pry the beast from the pony, though not impossible. He clutched the creature in his hands, examining it as it wriggled.

For an organic, the creature was big. Though he was holding it above the ground, Prime needed to use two hands just to keep it from wriggling free. The animal was covered in a thick caprice, with twelve legs.

“Bombshell, Kickback, scatter!” it cried.

Optimus snapped back to reality as he suddenly felt something slam into his shoulder-blade. His eyes widened as the other impact caused him to fall, only now realizing there were three creatures. He fell flat on his face, throwing sand into the air as his body made a loud thud.

Before he could stand, a pair of shadows loomed over his shoulder. The insectoid creatures stood above him, brandishing primitive spears. Instinctively, Prime drew his own blade, splintering the weapons in one swift motion. The pair of creatures recoiled, raising their wooden shields, though they would have done nothing if Prime had decided to end it.

Suddenly, what seemed like a hundred spears flew towards Optimus from every direction. He raised his arms, sliding on his battle mask as the projectiles reached him. Whatever had thrown them was extremely strong, as the spears managed scratch his paint. Once the barrage concluded, he lowered his arms, finding both Celestia and himself surrounded by more of these creatures. Optimus spread his legs apart, clutching his fists as he prepared to fight.

He quickly learned what the wooden apparatuses were used for as he watched the snakes load spears into them. They launched another volley, each missile whistling as it sailed towards Prime. Before they could reach their target, each projectile was enveloped in a golden glow. Without warning, they all burst into flame, reduced to ash and a red hot metal head.

"Changelings," Celestia whispered under her breath.

“You know of these creatures?” Optimus asked.

“Yes. They are an insect-like race that feeds on love. They tried to invade Canterlot once, but Twilight, her brother, and my niece drove them back,” she explained.

“That was Queen Chrysalis' doing, not ours,” one of the Changelings commented. Celestia’s eyes widened in shock.

“You!” she shouted. “You were the one who spoke to me in the forest.”

“Yes, and it seems you didn’t take my warning,” it said.

“Warning?” Prime asked.

"I warned her about you, monster!" another changeling shouted, before it turned to the first. "Why are we even wasting our breath? We should be destroying that thing now, before it calls the others!"

Prime’s eyes narrowed. The sun gleamed off the edge of his sword. The nicks the lamia had put in his paint only served to make him look more intimidating, as though the thousands of battles suddenly made themselves known.

“Please, must this end in violence?” Celestia pleaded.

The third changeling scoffed. “As though this monster is capable of anything else” it said, it’s voice deeper than the first, though it was definitely feminine.

“Is that what you think of me?” Optimus questioned. He closed his eyes, sighing loudly through his mask. His blade retracted back into his arm, and he knelt to the ground, placing his hands on the back of his head. “Very well.”

The changelings exchanged a confused look. The warriors slowly inched towards Prime, shields raised and spears pointed at the Cybertronian. Once they were close enough to touch him, they exchanged another glance. “Something the matter?” Optimus asked, grinning slightly under his mask.

“Silence demon!” the second creature shouted. Another warrior came forward carrying a length of rope, tieing it around Optimus’ arms. He stood, standing and putting his arms back in front of him, his eyes still closed.

“What will become of my companion?” he asked again.

The two apparent leaders exchanged a glace, then looked at Celestia. “She is free to leave if she wishes, or come with us, so that we may escort her back to Equestria once we’ve dealt with you,” the first changeling said.

Celestia scanned the Changeling, then looked to Optimus for a sign. He refused to give her one, merely keeping his eyes closed. “You did just try to drown me," she pointed out.

The two shapeshifters smiled awkwardly at each other, the larger one scratching her lower neck. "We're sorry about that, we were only trying to get you away from the Demon," the third changeling told her.

"All things considered, it was a poor plan," second added.

"Well then, since I have no idea where exactly I am, I guess I’m coming with you,” Celestia said as she trotted forward, joining the group.

“My name is Shrapnel, the chancellor of the Free-Love Enclave, and these are my general, Bombshell, and my scoutsmaster, Kickback,” the less feminine changeling said. Shrapnel looked pretty standard for a changeling, save for the long scar across her chest. Bombshell was larger than her companions, and clad in navy blue armor and decorated in scars. Kickback was slightly smaller than the other companion, and painted dark green and brown.

“My name is Prin-er, Celestia,” the alicorn told them. Shrapnel extended her hole ridden hoof, allowing Celestia to shake it with her hoof.

The caravan set out, marching back into the forest, spears as still trained on Optimus. The trek took them deeper and deeper into the Everfree, so deep that Celestia wondered if she was the first pony to tread upon this ground. Eventually, she began to notice a change in the scenery as they neared their destination. Large gashes scared the forest, creating a series of glaring eyesores. Elsewhere, patches of scorched earth and craters dotted the land. Fallen and splintered trees and thrown spears littered the trail, forcing Celestia and the changelings to take flight for brief spans.

"What happened here?" Celestia asked Kickback.

"Creatures like your friend came. They ravaged our land, killed half of us. They said something about 'good target practice.' We only killed three of them," Kickback told the alicorn, his tone so cold it sent chills up her spine.

After more walking, they arrived at a large wooden gate. Though it was taller than Optimus, Celestia knew both Prime and herself have could splintered it with little effort. Delia waved to a sentry on the wall, who called down to others below him. The gate quickly opened, revealing a sorry sight.

Ruins of once great stonework dotted the camp, most of them smashed to pieces or overgrown with vines and moss. As the warriors marched Prime through the village, changelings stopped in their tracks, peering out of their crude huts or stopping by the dirt to catch a glimpse of the captive. Finally, they reached a large stone structure, barely able to fit Prime inside, with a massive iron gate. One of the changeling's guard poked Prime in the back. Optimus understood, calmly stepping into the cell as another pair of soldiers closed the gate behind him.

Shrapnel smiled, nodding as she looked over her captive, before turning to her changelings. "Members of the Free-Love enclave, what should we do with our captive?” she shouted. The village erupted in cheer. The triumphant warriors shook their weapons in the air, chanting “Kill! Kill! Kill!”

“Wait!” a single voice called out. Celestia stepped forward, wings outstretched, shielding standing in front of Prime as if protecting him. “Does he not receive a trial? Surly executing him without a trial would be a gross miscarriage of justice.”

Bombshell, Shrapnel, and Kickback exchanged a look, then laughed in unison. “Trial? What need have we for a trial?” Bombshell questioned. “He is not something like you or me.” She paused, strode past Celestia and looking at Prime through the gate. “He does not eat, he does not sleep, he does not breath,” She reached a hoof towards him, but fear pulled it back at the last second. “I doubt he even feels love.”

“No, you’re wrong,” Celestia interjected. she trotted up to Eudora, staring her in the eyes. “He’s not the monster you make him out to be. He’s kind, courageous, and gentle.” She paused, turning to the rest of the changelings. “I can not only that prove Optimus had nothing to do with the ones who attacked you so many years ago, but that he is fighting the descendants of those who did, if you give me a chance!” she shouted to the masses.

“Tell me, pony, why do you defend this...thing?” the chansellor asked.

“Because he is my friend,” she answered without hesitation.

The changeling glanced at her subjects around her, then back at the princess. “It is true our ancient kings and queens tried individuals for their crimes before punishing them, but you wish to defend him, you will require witnesses. Where will you find these?” Shrapnel asked.

“As a matter of fact, I have two witnesses not far from here. If you give me until morning, I can find them,” she told her.

The two leaders exchanged another look. “Very well. You have until tomorrow. This ‘Optimus’ will be held within the village until then,” the shrapnel

“Fortunately, that’s all the time I need,” Celestia said smugly.

Chapter 10

Optimus sat alone in his cell, his ties replaced by iron shackles. The stone around him was expertly cut, and was one of the few things not to be claimed by the Everfree, though vines hung over the entrance. He examined the walls of his prison, feeling along the creases with one hand. The rock around him was strong, but brittle from age; a single, well placed strike could have brought half of the building down. The metal bars securing him were clearly not part of the original design, crudely drilled into the rock. Despite that, they still showed the signs of age, with a thick layer of rust covering them.

Suddenly, a click-clack sound drew his attention. He turned, sliding his mask on, only to realize who find Celestia standing behind him. He retracted his mask, relaxing as a slight smile crept onto his face.

“Cozy,” she observed.

Optimus chuckled. “You know you don’t have to stay here. There is nothing they can do to harm me, no need for this ‘trial.’ You could have merely circled back to the lake and waited for me,” he told her.

“Yes, but I don’t just want to free you.” She paused, standing and propping herself up on the bars. “ Shrapnel told me they are a group of changelings that broke off of Chrysalis when the attack on Canterlot failed. They don't replace loved ones, but assume the persona of an original character and befriend ponies,” she explained. "They'd grown prosperous using this method, until last week, when the Decepticons attacked them. My hope is

“I think I'd like that; a chance to undo some of the destruction caused by my kind,” he said, smiling fully. “Now, who are your witnesses going to be? Twilight? Luna?”

Celestia grinned as her horn was enveloped in golden magic. “Oh, I don’t see a reason to bother them. After all, we have two witnesses who are much closer,” she said as the aura expanded, bathing the room in light.

Kickback grunted grunted as Bombshell slumped down on his shoulder. The pair trotted away from the warriors hall, which was currently filled with the sound of overly rowdy changelings. “This is why I don’t drink,” Kickback muttered to himself, before being enveloped in a large hug.

“You know, Delai, you’re my favorite daughter,” Bombshell said.

“Mother, I’m not your daughter,” Kickback pointed out.

“Hey! Don't sash me young lady! Why, I-” before Bombshell could finish her alcohol induced ramblings, a bright golden light swirled around the two. A flash blinded them, as they were instantly transported into a stone room. Before either could react, a large golden bubble surrounded them. The two glanced around the makeshift cell, confused as they ran their hooves along the inside of the sphere.

Bombshell began to shout angrily, banging her hoof on the shield, though no sound escaped its seal. Shrapnel rest her face on her palm. She told her friend something that seemed to calm her, though her face was still contorted in anger. Shrapnel watched as Celestia circled them, cool and collected, the antithesis to Bombshell’s seething rage.

‘Why are we here?’ the warrior mouthed.

“Watch,” Celestia answered, motioning to Optimus. The two changelings turned to Prime, watching as he strained against his metal binds. He grunted as he gave one final pull, rending the cuffs. The two captive changelings immediately panicked, clawing at the opposite side of the bubble, desperate to escape the now free demon. Unable to free themselves, they embraced each other, turning back towards their destroyer.

Strangely enough, the demon did nothing. He didn’t sprout any fangs, nor did he grow a blade from his arm. He merely stood in place, looking at them sadly, as though he was disappointed.

Their captor finally released them from their spherical prison, though there was still a bubble around Bombshell’s head.

“You have our attention, pony. If you would be so kind as to explain why we are here, we would ever grateful,” Kickback said in a snarky tone.

“Well, I was hoping you could defend my friend at the trial tomorrow,” Celestia told them with an innocent tone.

Bombshell scoffed, earning herself a glare from the princess.

“Let me ask you a question: if Optimus only knows to kill, as you said before; if he truly is an unfeeling, murderous demon, why did he surrender to you?” Celestia questioned.

“We had him surrounded, and outnumbered thirty to one. Only a fool would have fought on,” Bombshell explained.

Celestia allowed a slight grin to creep onto her face. “If he were a pony, or another changeling, you’d be right, but as you pointed out when we first met, Prime is far from one of us. You saw it yourselves; your spears barely scratched him, he shattered your swords like they were nothing.” Her tone changed over the course of her speech, from informative to imposing. “He chose to spare your lives, to surrender, to show mercy.”

The room was silent. Kickback and Bombshell were shocked. After what felt like hours, Optimus broke the silence.

“We aren’t as different as we seem, you kind and mine. Those who harmed you, we call them Decepticons. They slew many of us, pushing us to the point of near extinction. Regardless, we continue our fight against them, not only for our sake, but for the sake of the races we encounter,” he paused, turning towards Celestia. “the races we’ve come to care for as though they were our kin.”

The two changelings were again stunned. After yet more silence, Bomshell motioned to the bubble encompassing her head. Celestia ignited her horn, freeing the changeling. “We are truly sorry that we have wrongly accused you. You must understand that after the massacre, we were very weary of his kind. When we saw you...well, we panicked.” The proud warrior used a tone that her own mother had heard her use since she was cough stealing cookies. She sounded sorrowful, and perhaps even humbled. She turned towards Celestia to finish her apology. “We tried to get you away from him, but that went...poorly.”

“You have our sincerest apologies, and our support tomorrow”, Kickback finished.

“Thank you,” Prime said, smiling wide. The two Lamia slithered away to their respective tents, busily pondering what they had just learned.

“They seemed to take that very well,” Celestia commented.

“Let us hope the rest of the village reacts in the same way,” Prime added.

Celestia stood outside Optimus’ prison, taking a deep breath as she focused her power, pulling the sun up over the horizon. Just as she finished her ritual, two guards arrived, entering the building and unlocking the cell. Prime calmly stepped out with them, eyes closed, still wearing the shackles Celestia had repaired in the night. She walked beside the guards as the walked their captive towards a pedestal. The entire village came to watch the trial, nearly folding in on itself to catch a peak of the demon, yet still giving him a good bit of space. Optimus willingly stood atop the stone cylinder as the two guards were replaced with the princess alone.

Shrapnel slithered out of her tent, two other changelings by her side, as took her place in front of her captive. “The hearing of this Demon is now in session. The prosecution shall now speak,” she ordered.

A single male changeling on a pedestal beside them nodded, before clearing his throat. “Chansellor, my lords, this creature here matches the description of the demons exactly, from his metal flesh, to the blades that emerge from his very body. In addition, when the scoutmaster and the general attempted to retrieve the Princess, he attacked them, prying them off her body, and shattering their blades. I believe I need no further evidence,” he said smugly.

“What have you to say, demon?” the queen spat.

“Though I will not deny that I am of the same race as those who attacked you, and I resisted your warriors, I had no knowledge of what your tragic history. I believed that Kickback and Bombshell were attempting to kill my friend; however, once I knew Celestia was safe, I surrendered peacefully, and did no harm to your warriors,” he said. "Furthermore. I am not a member of the group that harmed you. They are known as Decepticons, another faction of our race. who nearly slew every one of my kind in a great civil war,” he explained.

The chansellor exchanged some words with her guards, whispering quietly. “That may be so, but what proof have you that you are not a Deception yourself?” she proposed.

“I’ve fought these Decepticons alongside Optimus" Celestia interjected. "They have no restraint, no mercy! They were even willing attack children!” The entire village gasped in unison. "Optimus is a kind, noble, gentle soul, not one of the monsters who threatened you."

The judges exchanged more whispers. “The court will take your statements into consideration, especially considering the status of our guest. Now, bring forth your witnesses,” Shrapnel ordered.

Celestia cracked a sly grin. Silently, Bombshell and Kickback stood next to her, solemn but steadfast.

“Bombshell? Kickback? What are you doing?” the shrapnel asked.

“We are her witnesses, Chancellor,” Kickback answered. Another gasp from the village.

“H-how? Why?” Shrapnel asked again, visibly flustered.

“The pony brought us to Optimus’ prison last night,” Bombshell explained, turning towards Prime. “He has been able to break out of his shackles this whole time, but did not until she had him show us!” A third gasp.

“He shattered our swords like they were twigs! Our spears could not scratch his armor! If his sole purpose was to kill, why did he not end us?” Kickback questioned, turning towards the village. “In the past, the changelings have invaded Canterlot, and kidnapped ponies! Does that make all changelings guilty these crimes? Are we to be tried for the sins Chrysalis? No, we should not, nor should Optimus!”

The entire village went still, as a deafening hush swept over the forest. The three judges exchanged a confused look. The defense couldn’t help but grin.

“I...this…” Shrapnel straightened her posture as she cleared her throat. “Princess Celestia, Optimus, in light of your witnesses' statements, this court finds you innocent of all charges. You are free to leave whenever you wish,” she finally said.

Bombshell, Kickback, and Celestia burst into cheer. The Princess leapt into the air, shouting “We did it!” as her wings engulfed Optimus. Prime broke free of his restraints one last time, smiling as he flexed his hands. The village couldn’t help but smile at the display of joy, until an ear piercing shriek echoed throughout the ruins.

Optimus turned towards the scream, his eyes widening as he saw what was coming. “No, not now,” he whispered.

A large black form descended, morphing as it neared the ground. An inspection wailed at the changelings, sending them into panic. Prime instantly sprang into action, separating himself from Celestia, and tackling the beast. The two went tumbling into an old building, sending stones flying as the villagers slithered away.

“We've been attacked! Changeling's, strike them now!” Shrapnel ordered. She turned to the judge on her right, grabbing his shoulders and holding him close. "Bring me the weapon," she instructed. The judge on her left entered the tent, returning moments later with the well worn energon cannon of a Vehicon.

Optimus stood from the ruins of the structure, holding the Insecticon in place. He glanced at the chanselor, his eyes widening in shock. “Celestia! Do not let her fire that weapon!” he shouted. The Insecticon elbowed him in the abdomen repeatedly, but he held strong. “There is a crack its housing! It will explode when fired!” Just as he finished, the Insecticon grabbed hold of him, throwing him into another ancient building. Within mere moments, his opponent was on top of him. He thrust his claws forward, barely giving Optimus time to move his head.

Celestia started towards Shrapnel as she took aim, reaching out with her magic in an attempt to pry the cannon from her grip. Despite the strength of her magic, the changeling held firm. Before she could reach Shrapnel, one of the other judges grabbed her by the mane. He wrapped his hooves around her, but she had learned from the incident at the lake. She reared up, taking careful aim, before delivering a forceful buck to his stomach. The changeling collapsed, nearly vomiting as he held his abdomen. With her assailant incapacitated, she turned back to Shrapnel, only to have another Lamia warrior block her way. This one was faster than the first, wrapping around her before she could land a blow. She also felt a slight pain on the back of her rear hoof. Despite that, she was able to use her powerful wings to keep him from tightening fully, though she was unable to move.

Celestia could only look on as the changeling put the weapon to her shoulder, taking careful aim as she tracked Primes movement. Just as she began to pull the trigger, the barrel was suddenly jerked away from its target. The chancellor instinctively lashed out at the one who interfered with her shot, slapping the traitor with her hoof. The attacker cried out in pain as droplets of lime green blood sailed through the air. When the red haze past, the queen realized whom she had just clawed: Bombshell. The warrior held her snout as blood seeped between her fingers.

“Shrapnel” she pleaded in a soft, sad tone, as though she was on the verge of tears. “Don’t use the weapon, please.”

“I...I must! The demon lies to us! So many of us have fallen...we live in such squalor...I cannot allow those responsible to go unpunished!” the queen responded.

“But-”

A tail slapping her across her face silenced Bombshell. She fell backwards, instinctively backing away.“I must do this!” the queen shouted as she took aim one last time. With her target in sight, she slowly pulled back on the trigger. “For all of us.”

The entire weapon erupted into a cloud of dark smoke as it sent glittering shrapnel flying in every direction. An odd hush fell over the village. When the smoke cleared, the Chansellor lay in a pool of thick red liquid, still and unmoving.

“Shrapnel?” Optimus watched as Bombshell rushed towards the fallen queen. The changeling around Celestia released her, following Eudora. “Shrapnel! Stay with me! Dont' you dare die!” she shouted as tears streamed down her face.

Optimus’ face contorted in rage. He slid on his battle mask, before delivering a double kick to the Insecticon’s torso. The ‘Con was thrown backwards, giving Optimus a chance to right himself. His adversary did the same, letting out another piercing shriek, though the Prime was unfazed. The Insecticon charged him, claws first. Optimus cocked his arm, curling his gunmetal grey hand into a fist. Just as the Insecticon neared him, his arm shot forward like a bullet, the dark grey hand replaced with a glimmering sword half way through the punch. The blade embedded itself deep within the Insecticon’s cranium, killing him instantly. Prime watched as the bot’s eyes went dark. With no brain to operate them, his arms fell to his side, soon followed by the entire corpse, leaving only a light blue smear on Optimus’ sword.

With his enemy dispatched, he walked over to Celestia. “Celestia, we need to go,” he said in a cold tone that sent shivers up her spine. He changed forms, opening a door for her. She stepped inside him, and together, they left the village.

Chapter 11

Optimus knelt on the banks of the lake they’d been abducted from. He dipped his blade below the surface, letting the clear waters wash away the energon coating his sword. Then he felt something round and hard rest on his shoulder. “Are you alright?” Celestia asked. Optimus kept staring at the reflection, as the last energon on his blade passed through it.

“I am fine, Celestia, just disappointed. I’d hoped the Changelings would be my chance to undo some of the damage done by our war, to prove to myself my race is meant for more than destruction, but now that their chansellor is dead, I doubt they’ll be willing to accept the help of any of Cybertronians, regardless of faction,” he told her as he retracted his blade. He stood, removing his mask as the ends of his mouth crept upwards ever so slightly. “The relic should not be far, if you’re still interested in pursuing it,” he said.

Celestia gave him a confused look, before shrugging her shoulders as she too adopted a thin smile. He changed forms, once again opening a door to let her in. She climbed inside, puzzled as he closed his door with the utmost gentleness.

A bead of sweat ran down Celestia’s brow.

“Optimus, can you stop. I’m not feeling so well?” she asked. Optimus obliged, grunting as Celestia used her magic to throw his door open. She lunged out of his chassy, only to fall flat on her face. She tried to sand, only to wobble and fall again. She began to panic as she lost the ability to tell up from down, as well as see double. She clutched her stomach with her hooves, desperately holding down her last meal. Disturbed, Prime changed forms, rushing to her side. She began wheezing as her eyes darted about. Optimus knelt beside her, lifting her out of the dirt, though she couldn’t tell what he was doing as she’d lost feeling in most of her body.

Prime stared at the pony in his arms. She looked up at him, her deep purple eyes filled with terror, silently begging for help. He may have know little about ponies, but it was evident she needed medical aid immediately. He wracked his processor as he considered his options.

“Optimus, help me,” she pleaded in a weak voice.

“Ratchet! I need an emergency ground-bridge to Smokescreen’s coordinates now!” he shouted into his comlink.

“Optimus? I thought we were assuming com-link silen-”

“NOW!” he barked. Suddenly, a blue and green vortex appeared in front of him. He held Celestia close to his chest before he charged through the portal in a blur of speed, instantly arriving in the royal palace. Smokescreen, Luna, Twilight, and two guards sat at a medium sized table, with tea and small sandwiches laid out upon it.

Twilight instantly sprang into action, lifting Celestia up with her magic, and sweeping aside their lunch. Luna dropped her teacup when she saw Prime, freezing in place as the porcelain shattered on the marble floor. “Get a royal physician, now!” she ordered. The guards heeded her command, nearly slamming into each other as they trotted off. “Optimus, what happened?” she questioned as she laid her mentor out on the table.

“I truly wish I knew,” he answered. Twilight examined Celestia’s whole body horn to hoof, checking for something, anything that might have done this too her. Then she looked at her rear hoof, gasping as she discovered two small, swollen puncture wounds.

“A snakebite?” she said, puzzled. Optimus’ eyes widened in realization.

“She was bitten by a changeling!” he told her. “We were captured by an enclave a day ago. She must have been bitten as we escaped.”

“Changeling's, of course! How could I have not seen it before,” Twilight scolded herself. Just then the royal physician entered the room, recoil in as he saw the princess laying on the table before him.

“Princess Twilight, what’s the matter?” he asked, unsure what he should do.

“I’m sorry doctor, but your services won’t be needed,” Twilight said as she turned to Optimus. “I need you to call Ratchet and tell him to find Zecora; if anypony knows the antidote to changeling venom it’s her.”

Prime heeded her command, though his voice faded away as she turned back to her mentor. “Luna, I need you to get a towel and cool water,” she said. Luna nodded before galloping out of the room. Moments later, another ground-bridge opened, and after another moment more, Zecora stepped through. She placed her hoof over her mouth and wobbled, then righted herself.

“I was going to get some food, when Rainbow Dash came to me in a panicked mood. She said that Celestia had become sick, and I needed to come to Canterlot quick,” she told Twilight.

“We think she’s been bitten by a changeling. We were hoping you’d have a cure,” Twilight said.

The zebra set about examining the princess just as Twilight had done, humming as she stoked her chin. She looked at the bite on the princess’s hoof, then opened her mouth and placed some herbs from her saddlebags within.

“Is she going to be alright?” Twilight asked.

“Changeling venom is meant to keep their prey still, so they may extract love, not kill,” she told the young alicorn. Twilight breathed a sigh of relief as she wiped the sweat from her forehead.

“Tell me Prime, is their village’s location your recollection? I would love some changeling venom in my collection,” she asked.

“I’m...afraid I can’t call it to memory”, he lied.

“Oh well, ‘it’s no big,’ as they say. Now, if you’ll excuse me, I must be on my way,” she said.

“Understood. Ratchet-”

“Though your gestures is quite kind, I think I’ll take the train, if you don’t mind,” Zecora told him nervously, already turning green.

“Very well,” Prime said kindly. The Zebra exited, as well as the physician, leaving the three princesses alone with Prime. The Autobot put a gentle hand on Twilight’s shoulder. She looked up to see a warm silver smile hanging over her.

“You’ve done well, Twilight. When she wakes up, I’m certain Celestia will be proud of you,” he told her, causing a slight pink hue to appear in her otherwise lavender cheeks.

Luna returned from her expedition, panting as she carried four towels and six glasses of water in her magical grip. “I have what you requested Twilight. What should I do with them?” she asked. Twilight took the items from the princess, putting down the water and strategically placing the towels on various parts of Celestia’s body. All the while, Luna loomed over her shoulder, her face laden with concern.

“Zecora said she’ll be fine in a few hours, she just needs some rest,” Twilight told her. Luna breathed a sigh of relief, wiping the sweat from her forehead.

“Thank you Twilight,” she said, wrapping a hoof around her young counterpart.

“I didn’t even do that much, but you're welcome anyway,” Twilight said.

Luna released her, turning to Prime. “And thank you Optimus Prime. If it was not for you, I wouldn’t have a sister,” she told him.

“I need no thanks,” he said, looking down at the unconscious Celestia. “I’m only glad she will be alright.”

“As am I. Now, I must ask both of you to leave. I need to have a word with my sister in private,” she told Twilight and Prime. The two exchanged a glance, before Optimus climbed off the balcony. Twilight followed him, hovering not far from his shoulder.

Luna took a seat next to her sister, patiently waiting for her to wake up. She placed a hoof on her shoulder, smiling warmly. “I love you, sister. Know I do what I am about to do because of that,” she said, before kissing her lovingly.

Optimus strode through the palace’s garden, following his young companion as she fluttered in front of him. “So, are you heading back out?” Twilight asked.

“No, I think I’m going to wait for Celestia,” he answered.

“Why?” Twilight asked again.

"The other Autobots are needed in Ponyville, and I feel as though I’ll need her help to retrieve the relic,” he explained.

“Well, while you wait,” She flew over a golden railing, landing on the railing it was attached to. She walked into the room behind her, returning a moment later with a large chest. chests he opened it with her magic, revealing a large stack of scrolls. “you can read these if you want. You’ll probably think they’re probably really boring, but they might teach you about our world,” she told him.

“Thank you, Twilight,” he said, taking one of the scrolls. The lavender alicorn trotted away, leaving Prime alone.

“Dear Princess Celestia,” he read.

Celestia slowly came to, instantly wishing she was asleep as she felt her brain trying to beat its way out of her head. “Here sister, drink some water,” a familiar voice told her. She opened her eyes, seeing a glass of water surrounded by a navy blue aura floating in front of her face. She grabbed the glass with her own magic, pouring it into her muzzle.

“Feeling well?” Luna asked.

“Yes, thank you Luna,” she said. She sat up, only to have a towel flop down over her eyes. She giggled, removing it with her magic. As she did so, she saw a pair of angry blue eyes staring at her. She suddenly felt the temptation to put the towel back on her face.

“Tell me, dear sister, is this a habit you’ve developed during my absence?” Luna questioned harshly.

“What do you-”

“You know what I mean! Abandoning your royal duties!” the younger sister shouted, all but slipping into the Royal Canterlot Voice. “Running off with Spike to find a telescope lens! Fighting cockatrices! These are jobs for merchants and footsoldiers, not princesses! We are needed to run the state, not go on fanciful treks,” she turned away from Celestia, snorting as she paced back and forth. “And let us not forget the time you disappeared into the mirror portal.”

“Now hold on a minute Luna! That was-” Yet again, the younger princess cut her sister off.

“Insane! Do you have any idea how worried I was?! You didn’t even tell me where you were going! And then you came back half dead! Actually, now that I think about it, maybe I should be grateful for this little excursion. He may have brought you back half dead, but at least I knew where you were going. Seems he’s doing better than S-”

“Don’t you dare insult him!” In an instant, Celestia was on her hooves, her eyes locked with Luna’s. “You know, I’m not the only one who has secret little adventures, or did you forget about the Tantibus?” Celestia questioned.

“At least my ‘adventure’ was born from a quest for penance, not a cheap thrill or a coltfrie-”

Luna’s heart skipped a beat. She recoiled in horror as she saw Celestia’s cocked hoof. Tears streamed down her older sister’s face, and she ground her teeth in anger. There was a soft ‘gugh’ sound each time her throat moved. Suddenly, Luna realized what she’d done. Her stomach attempted to turn itself inside out as she felt a wave of guilt rush over her. Then, without warning, Celestia fell upon Luna, enveloping her in a massive hug.

“I’m sorry Luna,” she said, before she started balling. Luna slowly wrapped a forehoof around her older sister, still reeling from the shock of what she’d done. She felt something wet run down her cheek. She gently pushed her sister back onto the table, placing a comforting hoof on her shoulder.

“No sister, I’m the one who needs to apologize, that outburst was uncalled for. I just worry about you” she confessed to her sister. “When we were younger, I thought you untouchable. Even after you sent me to them moon, I still believed you were nigh invincible, but now, after Chrysalis, the plunderseeds, your alternate version, and Twilight’s trip to the alternate futures, I’m scared I’ll lose you.”

Celestia again seized her sister, wrapping her soft wings around her, and snuggling affectionately. Realizing there was no escape, Luna embraced her older sister, losing herself in a warm sea of white.

“Sister, do you remember when we used to take our ‘Royal Tours?’” Celestia asked.

Luna placed a hoof to her chin, struggling to call back the memories. “Ah yes, I remember! We would go into the city streets and help ponies with our magic. If I recall correctly, you once gave a blind filly her eyesight,” Luna paused to giggle. “the first thing she saw was you nearly falling on her after you fainted from exhaustion...Now that I think of it, we haven’t done one of those since I returned, why is that?”

Celestia hesitated, swallowing as she held back tears. “Well, after your banishment, I was overcome with grief for the next three centuries. I began to binge drink and eat, and assigned most of the royal duties to my aids. Anything that previously involved you became too painful for me to bear, including the Royal Tours. After a while, every pony just forgot about them,” Celestia explained. She chuckled quietly. “I retreated more and more into my castle; became more of a myth than a flesh and blood pony.”

“So all this time, you’ve merely been trying to reconnect with our subjects?” Luna asked.

“Well, not with the telescope lens; that was to thank Twilight, but I do feel guilty about abandoning them. That’s why I went with Spike to fight the cockatrices, and into the mirror,” she told her. Suddenly, she saw a tear run down Luna’s face. “Don’t start blaming yourself! It’s all my fault, not yours.”

“Do not worry sister, I’ve moved past my guilt. I’m just sorry for being so cruel,” she said.

“It’s alright Luna. You were right, I haven’t been completely honest with you since your return, but I’m changing that now, understand?” Celestia lamented.

“I understand sister,” Luna told her. Her sister looked down at her, smiling widely.

“If you still want me to stay, than I will,” she told her.

“And endanger the relic for my safety? Never,” Luna answered. Celestia cocked her head, confused. “Besides, is this not your royal duty?” Suddenly, Celestia understood.

"I love you Luna," she said, nuzzling her gently.

"As do I sister," Luna responded.

“Very well than, little sister, I must be off,” she said, releasing Luna from her pleasantly soft grip.

“Do take care sister of yourself sister,” the younger sister ordered.

“I will Luna, I will,” Celestia assured her.

“Yes, I know; you have big strong Optimus to protect you,” Luna teased. Celestia chuckled quietly, before taking a running start and leaping off the balcony.

“-Your faithful student, Twilight Sparkle,” Optimus read as he finished another report. He gently resealed the scored, before placing it back in the chest. Suddenly, a dark shadow passed over him.

“Enjoying yourself?” a voice asked. Prime stood, turning to see Celestia standing on her balcony. The princess looked down into the box, her eyes widening slightly as she realized he’d read every letter Twilight had ever sent her. “Ready to go?” she asked.

“Of course,” he answered, changing forms. She jumped off her balcony, using her wings to slowly land on his back. “Ratchet,” he called. “open the ground bridge.” Moments later, the large blue portal appeared directly in front of them. Prime drove through, allowing it to close behind him. From another balcony, Luna watched them leave.

Chapter 12

Apple Bloom raised her hind legs into the air, before slamming them into the apple tree behind her with all her might. The force knocked the trees precious fruit from its branches, causing it to fall into the waiting baskets below. Scootaloo and Sweetie Belle applauded as Apple Bloom puffed out her chest. “An’ that’s all there is to it,” she told Starscream.

The Decepticon scratched his chin, picking up one of the apples she’d just felled, discovering, by some miracle, that it was not bruised in the slightest. “And this is how you ponies collect your fruits?” he asked.

“Well, unicorn farmers usually just use their magic, and pegasi fly up an’ pick ‘em since their legs ain’t as strong as us Earth ponies,’” she explained. “So what’da say? Ya mind helpin’ us get the last o’ these apples in ‘fore the big storm comes an’ washes ‘em away?”

“I suppose I have nothing better to do, though I must ask, why do you not want Sweetie Belle and Scootaloo to help you?” he questioned. All three fillies blushed slightly.

“I can’t fly high enough to reach the apples,” Scootaloo said, calling upon all the strength in her wings to hover just above the ground to prove her point.

“And I…well…” Sweetie grabbed one of the apples above with her magic, prying it from the tree, only to have it explode within her gripp and fall onto Scootaloo. She grinned shyly, blushing as she did her best to wipe the apple off the pegasus’ face.

“I see,” Starscream said bluntly. He placed his hands on his hips, looking one of the many apple trees up and down. It was not long before he realized he couldn’t use the method Applebloom had showed him. Instead, he simply raised his foot in the air, before bringing it down as hard as he could. Not only did he knock every apple off the tree he was facing, but also the apples from every tree within a twenty foot radius.

The jaws of his filly companions dropped, before all three furiously knocked their front hooves together.

“Wow! Not even Applejack can knock down that many apples in one buck!” Apple Bloom said gleefully.

“You’re incredible!” Sweetie Belle added.

Starscream chuckled, puffing out his chest, then moved into the center of a group of unharvested apple trees, repeating the process he’d used moments before. With the aid of their metal friend, it was not long before the three fillies had the remaining apple baskets filled to the brim. However, just as she was putting away the last of the baskets, Applebloom felt a droplet of water fall on the tip of her nose.

“Hey y’all! Storm’s comin’!” she shouted. She and the other two crusaders ran through the rain towards the house, barely reaching the front porch before the deluge began. As they shook their coats dry, Scootaloo realized some pony was missing. She looked back to see Starscream standing in the open as rain pounded on his back.

“Apple Bloom, you and yer friends need ta git inside! Y’all livle ta catch a cold in this weather!” Granny Smith scolded as she came onto the porch, towel in hoof.

“Granny Smith, is there any place Mr. Starscream can stay to keep dry?” Scootaloo asked.

Granny Smith stroked her chin with her hoof, emitting a low hm as she looked over the ‘bot. “Ah’d love ta help ‘im out Scootaloo, but ah’m just not sure we’ve got a place big enough for a feller like ‘im,” she said.

“How’s ‘bout the barn? It’s big enough for him. Ah mean, he did help us get all those apples in ‘fore this storm,” Apple Bloom pointed out. “It’d be mighty inhospitable if we just left him out here in the rain.”

“Ah thin’ that’ll do,” Granny answered. The three began to dash off the porch, but Granny stopped them. “Fear goodness sakes Apple Bloom, y’all need ta keep dry!” she scolded, handing them an umbrella.

Protected from the rain, they lead Starscream to the family barn. Applebloom threw open the doors to her family’s barn, her mane dripping as she entered along with the other crusaders. “Granny Smith said ya can stay here”, she told Starscream. The Cybertronian crouched, folding his wings back as he waddled into the building.

“I think this will do,” he said as he piled hay bales into something to lean on. He folded his wings back, resting on the golden stacks. Scootaloo trotted behind him, eyeing him curiously.

He cocked an eyebrow at the filly. “Problem?” he asked.

“What are those anyway?” she questioned, pointing a hoof at jos back.

He sat up, extending his wings again. “These? They’re my wings” he told her.

“Wings? You mean you can fly?” she asked excitedly.

He cringed as unpleasant memories flooded his mind. “I could at one point...before the humans stole my T-cog,” he explained.

“T-cog?” Sweetie Belle questioned.

“It’s the organ that allows all Cybertronians to transform. Those...disgusting flesh creatures-” The tree organics in front of him looked up at the ‘bot, their eyes wide and sad. “-who are nothing like you wonderful ponies-knocked me unconscious then stole it from me!” he shouted.

“Gee, we’re awful sorry about that Mr. Starscream,” Apple Bloom said.

“You don’t need to be sorry. You had nothing to do with it,” he told them.

“Any chance we can get you a new tea-cog?” Scootaloo asked.

“If I knew of any way to return to the skies, I’d already be there by now,” he answered.

“Could we help you get your T-cog back?” Sweetie proposed.

“A wonderful, but naive idea. Even if the Autobots were willing to instal a new T-cog, we’d have to find one first,” he said.

“Well maybe Princess Twilight can help,” Scootaloo suggested.

“She’s only ever seen me once, and I have nothing to give her in return” he questioned. Why would your princess bother to help me?” he asked.

“Because you’re our friend,” Sweetie Belle answered unhesitantly.

Starscream looked down at the fillies in shock. “Friend?” he whispered softly. He shook his head, before blinking a few times. “Well, I suppose it’ do no harm,” he said.

“Great! Let’s go!” Apple Bloom shouted, immediately sprinting out of the barn. The doors slammed shut, only to be opened again. Apple Bloom walked back inside, her head held low, and drenched in rain. “After it stops raining,” she added.

Starscream held his clawed hands over his eyes, listening as the sound of giggling reverberated throughout the barn. “Three...two...one!” He quickly leapt to his feet, removing his cupped hands, and donning a menacing grin. “Ready or not, here I come!” He scanned the upper levels of the barn, then his eyes went to the rafters. Below him he heard more giggling.

He knelt down, searching the floor of the barn. “Finally” he said as he locked eye on a haybale. He pushed it aside, revealing three small fillies. “Found you,” he shouted pridefully.

Within seconds, the three young ponies were upon him, crawling across his body as they giggled and pushed him onto his back. “That’s yer fastest time yet. Y’all ain’t cheetin’ with yer Cybertronian powers are ya?” Apple Bloom questioned.

“What? Me? Never” he answered with a wicked grin, earning himself a quick glare. “In all seriousness, I didn’t use any ‘Cybertronian powers.’”

“You wanna go again?” Scootaloo asked excitedly.

“Sorry, but I’m feeling sleepy,” Sweetie Belle objected with a yawn.

“Aw, come on! It’s not that late, and besides, it’s still raining,” Scootaloo said.

“Sorry Scoots, but Ah’m with Sweetie on this one,” Apple Bloom added.

“Please, just one more round,” the pegasus pleaded. Despite her pleas, Sweetie Belle and Apple Bloom were already dozing off. Even she was not deaf to Luna’s call, having to constantly blink in an effort to keep her eyes open. Starscream took the three fillies in his hands, laying them down gently on a pile of hay.

“Sleep tight, my friends,” he told them as they drifted off to sleep.

Applejack walked under the gate of her farm, sighing happily as she felt the familiar soil, or rather, familiar mud, beneath her hooves. Ganny Smith and Big Mac sat on the porch, waiting for the farm to dry out.

“Mornin’ Mac, mornin’ Granny. Either o’ y‘all know where Starscream is?” she asked.

“He was in the barn last time ah checked, ‘long with Applebloom an’ her friends,” Granny Smith answered.

“Eeyup,” Big Mac affirmed.

“Y’all let Starscream in the barn?” Applejack shouted.

“Well, he was a mighty fine help yesterday, an’-” Before Granny could finish her sentence, Applejack was galloping towards the barn. She burst through the doors to find her sister and her friends asleep on a pile of hay, with Starscream nowhere to be found. She grabbed her sister with her hooves, shaking her awake.

“Where’s Starscream?” she questioned harshly.

“What? A-Ah don’t know. We were playin’ hide an’ seek an’ then we fell asleep. Please don’t be mad,” Apple Bloom begged. Her sister released her sighing.

“Ah ain’t mad, just worried,” Applejack told her. “What do ya thin’ he’s doin’?”

“Applejack, Ah really thin’ he wants ta be reformed. He saved Sweetie from a runaway cart the other day, he helped us buck apples, an’ he played tag with us last night,” Applebloom explained.

“Tag?” Applejack said in shock.

“Yeah, tag! An’ he seemed like he was enjoyin’ himself too,” the little sister told her.

“Interestin.’”

“I hope I’m not interrupting anything,” Starscream interjected.

Appljack and Apple Bloom turned to see the ‘bot in question standing in the doorway, holding three plates of haycakes in his left hand. He strode into the barn, an almost pleasant smile on his face. “I thought I might get the children some food; breakfast is very important to your organics, you know,” he explained as he set the plates down.

The other two fillies jumped to their feet, awakened by the smell of food. Applejack released her sister, allowing the three friends to eat. She glared at Starscream, who seemed to ignore her as he simply sat down and watched the Crusaders eat.

“So, ya was jus’ gettin’ them food, nothing else?” Applejack questioned.

“Applejack, do you not trust me?” Starscream asked.

“Ah reserve the right not ta answer that” Applejack responded.

“Well, if you must know, yes, that was all I did,” he told her.

“Y’all sure?” she asked again.

“Certain,” Starscream answered, before turning towards the Crusaders. “So, are we ready to see about my new T-cog?” he asked.

“Well, Ah don’t know. Applejack, is there anythin’ Ah need ta do today?” Apple Bloom asked.

Applejack opened her mouth to speak, but then closed it again and stroked her chin. “Actually, Ah don’t thin’ there’s anything fer ya ta do, seein’ as how we got all our apples in,” she answered. Apple Bloom cheered, rushing out of the barn with her two friends. Starscream slowly followed, careful not to break anything.

“Starscream,” Applejack beckoned. The Decepticon turned, facing the farmer. “Ah’m watchin’ you,” she told him.

“I know,” Starscream responded before leaving the barn.

Chapter 13

Starscream stood beside Ponyville’s train station, grimacing as his foot sank into the still damp soil. The Cutie Mark Crusaders sat on a bench next to him, patiently awaiting the arrival of the four o’clock train from Canterlot. The other ponies surrounding them had migrated to the opposing end of the station, each of them fidgeting nervously as the occasionally shock a glance at the massive Cybertronian.

“Are you certain your princess can give me a new T-cog?” Starscream asked.

“Honestly, Ah don’t know, but there’s no harm in askin’,” Apple Bloom said.

The train’s wheels screeched as it neared the station, slowing to a halt in front of the four companions. The doors opened, releasing a flood of ponies, one zebra, and one alicorn

“There she is,” Scootaloo shouted excitedly. She calmly strode out of the train, then walked parallel to it until she reached a flatbed car with a blue and white vehicle netted to it. The auto, Smokescreen, changed forms, lifting the cargo net off himself.

“Enjoy the ride?” Twilight asked.

“Meh. It wasn’t horrible, but I’ll need to wash the bugs off my windshield,” the Autobot answered. Suddenly, he looked up, gasping as he stood upright. “Get down,” he yelled as he drew his gun. A high pitched scream erupted from behind her. Twilight turned to see Starscream standing at the edge of the train station, with his arms thrown up, shielding his face. After a moment more, Smokescreen realized his mistake, retracting his weapon.

“Sorry ‘Screamer, it’s a reflex,” he told the Decepticon.

Starscream lowered his hands, straightening himself in a vain attempt to regain some of his lost pride. “Please don’t call me ‘Screamer',” he asked him somewhat politely, much to Smokescreen’s shock.

“Twilight, we’ve got somethin’ ta ask you,” Apple Bloom said.

Before the alicorn could even get a single word out of her mouth, Scoot aloof lunged into the air. “Do you think you can give Starscream a new T-cog?” she asked excitedly. Twilight recoiled, her eyes wide.

“Uh, what’s a T-cog?” she asked.

“It’s the organ that lets us transform,” Smokescreen explained.

Twilight placed a hoof to her chin, stroking it as she thought. “Well, I might have a spell that can make you a new T-cog, but I have no clue how to even begin installing it,” the princess said.

“That may be a problem. The only Autobot that knows how to do that is Ratchet, and I really, really don’t think he’ll like the idea of giving Starscream his wings back,” Smokescreen interjected.

“What if we ask him really nicely?” Sweetie proposed.

“Absolutely not!” Ratchet shouted angrily. “I don’t care if he’s ‘reformed’ or not, an airborne Decepticon is twice as dangerous as one on the ground.”

“Come on doc, what’s the harm? It’s not like he can go back to Megs, unless he’s feeling suicidal, and I’ve got his weapons locked up right here,” Wheeljack said.

“Since when do you take his side?” the doctor questioned. Wheeljack failed to answer, merely shrugging as he propped his feet up on a crate within his ship. Ratchet sighed, turning back to the Crusaders.

“Pretty please?” Sweetie pleaded desperately.

“No,” the Autobot answered.

The three fillies left the Jackhammer, their heads hung low in disappointment. Starscream followed behind them, along with Smokescreen and Twilight.

“Do you thin’ you could install Mr. Starscream’s T-cog?” Apple Bloom asked the princess, perking up for a moment.

“I’m sorry girls, but it’s just too dangerous. If I tried without Ratchet’s help, I could cripple Starscream, or even kill him,” Twilight told the filly, causing her to hang her head low again.

“Wait!” Ratchet called from the Jackhammer, before he started running towards them. “I’ll do it.”

“Come again?” Scootaloo asked.

“I...uh...had a change of spark” he told them.

Starscream’s eyesight slowly blurred into focus, allowing him to see Twilight, fast asleep in a corner of the Jackhammer with Smokescreen by her side. Ratchet stood beside him, placing one of his tools down as he detached a tube filled with energon from his body. Wheeljack sat in the cockpit, doing nothing. “Alright, your new T-cog has been installed. The anesthesia should wear off in a few hours” Ratchet told him as the doctor put away his tools.

“Thank you, Dr. Ratchet,” Sweetie Belle said.

“Yes, yes, it was nothing really,” Ratchet answered, more focused on cleaning his tools than the filly.

Starscream rose from from the table on which he lay, rubbing his cranium in an attempt to dissipate his headache. “How’r ya feelin’ Mr. Starscream?” Apple Bloom asked. The ‘bot lowered his hand, shaking his head as his headache finally disappeared.

“I feel...whole,” he told them.

“So, do you think we can go flying later?” Scootaloo asked somewhat bashfully. Starscream wiggled his wings as he smiled gleefully.

“No,” he answered. “we’re taking a flight right now.” Without warning, the Decepticon changed forms, scooping the crusaders into his cockpit, before roaring out of the Jackhammer. Within moments, he broke through the sound barrier, accidentally shattering a few windows within the town below him.

Scootaloo hopped out of her seat, pressing her face to the window as she watched the world pass by her. “Are you enjoying the view?” Starscream asked the young ones.

“You bet!” Scootaloo answered excitedly.

“In that case, buckle your seat belt,” he told them. They did as they were told, sitting in a chair their friend had modified and buckling in. Suddenly, Starscream pulled upward, flying even faster than before. The clouds around them became thinner and icier until they disappeared entirely. Eventually, small lights began to appear in the blue sky. Finally, Starscream leveled out, slowing down considerably as the blue of the sky faded entirely.

“Alright, you can remove your seatbelts,” the ‘bot told them. The three fillies did as he said, each of them gasping as they began to float.

“Are we in space?” Scootaloo questioned.

“Almost; this is the furthest point to which your atmosphere extends,” Starscream answered, flipping himself over to give his companions a view of their home. Each of the three drifted to his cockpit, their mouths gaping as they looked at their planet.

Equestria was a beautiful planet, mostly covered in water, with a bluish-white haze covering it’s entirety. “It’s beautiful” Sweetie Belle said.

“Hey girls, we’re the first ponies to ever go in’ta space,” Apple Bloom pointed out.

“I’m glad you’re all enjoying this,” Starscream said as he began to descend.

“Aw, can’t we stay a bit longer?” Scootaloo pleaded.

“I’m sorry, but I can’t hold enough oxygen to remain here any longer,” he told her, much to the pegasus’ disappointment. Each of the fillies fastened their seatbelts, feeling gravity return to them as their ride descended.

Once they reached ground level, however, they noticed something odd. Rather than Ponyville’s trees, they saw barren, rust colored Earth. “Uh...Mr. Starscream, where are we goin’?” Apple Bloom asked. The ‘bot remained silent, slowing as he neared a small settlement. He landed outside of the small town, opening his cockpit and dropping a ladder.

“Is this where your relative Braeburn lives?” Starscream asked coldly.

Apple Bloom looked over the town to confirm it was Applelousa. “Yeah, why?” she asked.

“Get out and find him,” Starscream ordered, his voice cold. The three did as they were told, climbing down the ladder and onto the desert.

“I don’t get it; why are you doing leaving us here?” Scootaloo asked.

“There is something I need to do, something that will be very dangerous,” he told her as he wheeled around to take off. “Please do not think ill of me,” he said as he took off.

Ratchet watched as a small red dot slowed to a halt on the screen of his scanner. “Alright, he’s stopped,” he told the two ponies in the Jackhammer.

“Thank’s a heap Ratchet,” Applejack said.

“We’re out of here,” Rainbow Dash added.

“Be careful; he’s even more dangerous now that he can fly,” Ratchet warned.

“We will,” Applejack assured him.

Chapter 14

Applejack and Rainbow Dash made their way through the Everfree forest. Rainbow Dash was wearing a black, hoody-like jumpsuit, the same one she’d used to break into the town’s hospital. Applejack instead chose to cover herself in mud to shroud herself as she crept along the forest floor.

“Alright Rainbow, Starscream should be right ‘round here, so be careful,” Applejack whispered.

“It’s fine AJ, this’ll be a breeze,” Rainbow assured her as she drifted through the treetops.

Optimus stood at the base of a large mountain, gazing upward at the summit. “The relic isn’t far; I hope you’re prepared for a climb,” he told the princess standing next to him. She smiled, leaping into the air and hovering. Prime grinned back, slowly making his way up the mountain, Celestia flying beside him as he climbed.

The two quickly reached the top of the mountain, discovering a small blue and silver container buried in a pile of rubble. Upon seeing this, Primes smile disappeared. “What’s the matter?” Celestia asked.

“Something is not right here,” he told her as he strode up to the relic. He lifted it out of the rubble, slowly and carefully removing its lid. Without warning, something jettisoned from the capsule and instantly latched onto Optimus.

“Greetings Optimus,” a voice said from within the relic’s container. “In the event you are somewhat confused by this turn of events, allow me to explain. You see Prime, there is no relic. This was all a trap; a ploy to lure you away from your Autobots, then dispose of you.” Optimus’ eyes widened as he realized what was happening. “The bomb attached to you will detonate in roughly thirty seconds; farewell Prime.”

Optimus grabbed the bomb, calling upon all his might in an effort to remove the bomb from his chest, but to no avail. “Celestia! Get out of here now!” he ordered.

The alicorn stood frozen, watching as the triangular bomb on Optimus’ chest ticked down. Rather than obeying his order, the princess got closer, looking over the explosive.“Celestia, there isn’t time.”

“No, there’s got to be something I can do,” she said as the timer neared its end. Without warning, Optimus pushed her away, desperately trying to keep her alive. He closed his eyes and waited for the bomb to kill him, but death never came.

And continued to wait. He slowly opened his eyes again to find the bomb enclosed in a golden aura, stopped with two seconds left. Celestia righted herself, breathing a sigh of relief as she carefully removed the device from Primes chest, then threw it high into the air where it exploded harmlessly.

Suddenly, Optimus’ face contorted in anger. He

“Are you alright?” Celestia asked.

Optimus sighed, touching two fingers to his forehead. “I’m unharmed, thanks to you,” he answered, causing her to blush slightly.

“So, what now?” the princess asked again.

“I do not know. Something seems wrong here” he said. “Normally Megatron would choose to face me personally, or at the very least bear witness to my potential demise. It is almost as though the explosive was not meant to kill me-” Prime suddenly froze in place as his eyes widened in horror. “The changelings!” he shouted, causing Celestia eyes to widen as well. He quickly changed forms, the threw open his door, allowing Celestia to leap into him.

As the two drove towards the gate to the Enclave of Free-Love, they saw smoke in the distance. The gates had apparently been blown apart according to the burning splinters scattered about. Slain warriors dotted the village, their corpses burned and mutilated. Green blood stained the earth, the heat radiating from it combined with it's acrid smell forming an almost tangible atmosphere of death.

Suddenly, Celestia vomited violently, overwhelmed by the stench of death. Prime lowered his head, deeply saddened by the display. As they continued, they discovered it was not just the Warriors who lay dead.

Without warning, a squad of Vehicons descended from the sky, lead by Dreadwing. They surrounded Prime and Celestia, trapping them. The princess righted herself, standing back to back with Prime. She glared at the Decepticons surrounding them, snorting as she stapped one of her front hooves.

“Welcome Optimus. You look surprisingly well for one whom recently exploded,” Megatron said as he strode forward, Starscream at his side.

“Starscream?” Optimus said in shock.

“Yes, it would seem I was mistaken, at least in part, about Starscream’s intelligence. At least he has the sense to join the winning side,” Megatron said.

Celestia felt her blood boil as the tyrant and his treacherous commander neared her. She moved to charge him, but Optimus held her back. Megatron raised his hand, flicking his wrist twice. Another group of Vehicons stepped forward as they held the Shrapnel, Bombshell, and Kickback at gunpoint.

Shrapnel had apparently survived the blast, though she was far from unscathed. Her jaw was partially metal, and half of her body was badly burned. In addition, one of her eyes was now milky white, rather than the normal blue of the changelings.

The chansellor seethed with anger, to the point that it was nearly tangible. Bombshell was equally angry, but Kickback was seemed much more cool and collected.

“Megatron, let them go,” Prime ordered, stepping forward. “Your quarrel is with me, not them.”

“Would that I could, Prime, but alas, Dreadwing must have his revenge, so I must ensure he will have it,” Megatron said. The aforementioned Decepticon stepped forward, smiling and drawing his sword as he neared Prime.

“Now you will pay for slaying my brother,” he told Optimus.

“Your brother?” Starscream questioned. “Prime did not kill Skyquake, the scout did.”

Dreadwing instantly came to a halt. “What?”

“Prime aided him, but in the end, the Autobot scout dealt the killing blow,” Starscream explained.

Dreadwing stopped smiling, calmly sheathing his sword. “It seems I have been seeking revenge against the wrong Autobot,” he said as he turned around. “Forgive me, my lord.”

“You are forgiven commander,” Megatron told him as he turned to Prime. “Trooper, seize the pony,” he ordered. A Vehicon suddenly grabbed Celestia, causing Optimus to draw his weapon. He turned to face the Decepticon, only to watch as Celestia summoned a brilliant beam of light from her horn, then used it to sever his arm. The poor soldier writhed in pain as his comrades took aim, but before they could fire, Megatron motioned for them to stop.

“Impressive,” he muttered as he chuckled quietly.

“Enough games Megatron. What do you want?” Optimus angrily questioned.

“You see, it‘s quite simple. All I want is a duel,” the warlord explained. Optimus shot a quick glance towards Celestia, who was shaking her head at him. He considered his options, choosing ignore her as he slid on battle mask.

“Good,” Megatron growled. Both warriors faced each other, glaring as they both drew their blades. Suddenly, the two charged each other, sparks flying from their swords as their blades clashed.

The two became a tempest of blades, sending energon flying as they cut into each other. Megatron was the first to deal a serious blow, slashing upward and cutting into Primes chest.

However, he allowed Optimus to duck under his arm, then quickly sliced his back. Megatron turned suddenly, smashing his ark into Primes his face. Optimus fell to the ground, recovering just in time to roll away from Megatron’s stab.

He stood, slashing his opponent’s shoulder. Then he brought his blade down, delivering a shuddering blow to Megatron’s weapon. As the two locked blades again, Megatron threw a punch at Prime. He only brushed his chest, but the blow was enough to throw him off a balance. He lifted his leg with shocking speed, kicking the Prime in the torso. He flew backwards, smashing into a rock.

He unleashed several salvoes from his fusion cannon, only to have Optimus deflect each shot. Then the massive Decepticon rushed forward, smashing Prime’s head into the stone.

“Hm. You disappoint me Optimus; perhaps after I’m finished with you, I’ll challenge your pet,” Megatron said as he drew back his blade, ready to deliver the final blow. “At least she might give me a feeling of a compliment when I slay her.”

Those words awakened something within Prime. He retracted his sword, grabbing Megatron’s arm with both hands, and, using both feet, kicked him in the abdomen. Megatron shuffled backward as a wicked grin spread across his face.

“Now this is the Optimus I-” Megatron was cut off mid sentence as Optimus’ fist slammed into his jaw. He punched Megatron in the gut, then in the face again. As he bent over, Optimus curled his fists together and brought them down on his back. He fell to the ground, landing on his hands and knees, only to have Prime deliver a stirn kick to his lower chest. Before Megatron could recover, Optimus was upon him. He drew his sword, pointing its tip at Megatron’s spark.

Megatron could only laugh. He looked Prime dead in the eyes, grinning, despite seeming to be on the verge of death. Optimus looked around them. Suddenly, he realized why Megatron was smiling. He retracted his blade, slowly standing, his head hung low in defeat.

Megatron righted himself, flicking the dirt from his person as he did so. Then, he slowly curled his left hand, before he delivered a hard blow to Prime’s abdomen. Optimus doubled over in pain, forced to remove his faceplated as he coughed up energon. The light blue liquid splattered on the ground as he fell to his hands and knees.

Upon seeing Prime fall, Celestia dashed towards him, only to be stopped by two Vehicons. Her horn glowed as she prepared to dispatch the two Decepticons, until she noticed Optimus holding his hand up. “Stop” he wheezed, causing the golden aura surrounding her horn to dissipate.

“Ha! You’ve trained your pet well,” Megatron commented. Optimus glared up at him in disgust, energon dripping from his jaw. The warlord raised his foot into the air, before using it to slam Prime’s head into the ground.

Optimus went still, and had it not been for the faint blue glow his eyes still emitted, Celestia would have thought he was dead. Another pair of troopers stepped forward, each one grabbing hold of Prime’s arms; the princess called upon all her determination to resist the urge to vaporize them both. The Decepticon warship descended from the skies, no longer covered by the clouds that shielded it from sight. A yellow tube descended from the ship. “Take him back to the Nemesis, and have Knockout perform the surgery,” Megatron ordered. The pair entered tube, their captive in tow, where they were lifted into the ship .Celestia felt a twinge of guilt in her chest as she watched Optimus ascend to the ship, helpless to do anything to save him.

As soon as Prime reached the Nemesis, the remaining Vehicons changed forms, along with Dreadwing. Megatron was the last to leave, cackling as he relished his victory, before he readied to take flight.

“Megatron.”

The warlord turned to see Princess Celestia standing firm, looking him in the eyes.

“You’ll be sorry for this,” she threatened.

“I’m sure I will be,” he 'assured' her as he changed forms. As he flew off, Celestia turned away, marching into the woods behind her.

“Where are you going?” the newly freed Shrapnel questioned.

“To save my friend.”

Applejack and Rainbow Dash had found the location where Starscream had been; no doubt about it. Gigantic footprints scarred the ground, and the tops of one of the trees were scorched by what had to be his jet engine. And yet, the Decepticon was nowhere to be found.

“Where could he be?” Rainbow asked.

“Heck if Ah know,” Applejack answered.

“I think I might know,” a third voice chimed in. The two mares turned to see Knockout looming behind them.

“...well if that ain’t the-”

Chapter 15

Princess Celestia flew through the skies towards the Nemesis, the three changelings following close behind. She set them down on a ledge in the warships side with a soft thud.

“What now Princess?” Shrapnel asked.

“We need to find a weak point in the hull,” the pony told her as she began knocking her hoof against the armor of the ship. “It should sound hollow when you find the right spot.” The changelings followed her example, Bombshell and Kickback moving towards the bow, while Shrapnel followed Celestia towards the stern.

"Princess Celestia, I feel as though I must apologize," Livana told her.

"You may call me Celestia; in truth, I’m not to fond of being referred to by my title,” Celestia said. "Now, what do you need to apologize for?"

"I've been a fool. I let my prejudices blind me, and now the death of your friend may soon weigh on me," Shrapnel explained.

Celestia turned back towards the changeling, startling her. The look on the princess' face was stern, but also caring and reassuring, almost making the changeling feel as though Celestia were her mother. "I'm afraid that won't happen, because we're going to find Optimus, and free him," she told her, her tone matching her expression.

The two resumed their search, continuing for several more meters before their knocking yielded a loud, hollow clang. “I think I’ve found it,” shrapnel shouted excitedly.

“Good, now step back,” Celestia ordered. As the chancellor stepped back towards the bow, Celestia spread her legs apart, angling her horn down towards the ship as magic enveloped its length. A thin orange beam shot out of the hip of her horn, cutting into the hull. The power of the sun itself sliced through the Cybertronian armor like a blade through air. She used the beam to cut out a small hole large enough for her and the changelings to fit through. When her work was done, she stepped aside, then grabbed the core and threw it backwards.

Celestia was the first to enter the ship, followed by the changelings. Suddenly, the doors to the room opened, revealing a Vehicon behind them. “Hey doc, you in here? I popped a tire on patrol and I-what in the name of Primus?”

The organics tried to hide before they were spotted, but they were too slow. The trooper drew his weapon, taking aim at Celestia and firing. Unfortunately for the soldier, the princess had time to shield herself. The bolt flew back towards the one who had sent it flying in the first place, striking him in the center of his chest and sending him flying backwards into the wall behind him. The energon in his body painted the wall sky blue, before he fell to the ground with a new hole where his spark once was.

“Horseapples," the princess spat quietly.

“Are you alright Celestia?” Shrapnel whispered.

“Fine” the princess answered with a sigh. “Come on, we need to hide him.”

Rainbow dash struggled furiously against her metal restraints, thrashing with her wings and her legs as desperately tried to break free from the metal slab to which she was secured; she had been struggling so much since her capture that she began to develop sores around her ankles. Applejack lay on the table next to her, far more passive than her friend.

“Come on A.J.! We gotta get out of here,” Dash told her as she continued to fight.

“Ah know, Ah know, Ah’m just thinnin’ bout how ta do it,” Applejack answered.

Suddenly, the automatic doors slid open, and Knockout stepped into the room. “Sorry about that, I had some other business to attend to first.” The doctor neared Rainbow Dash, grinning malevolently. He picked up an alien marking instrument, then used it to make a dotted line down the pegasus’ abdomen. “Oh, where to start?” he mused. Then, and idea jumped into his head. He removed the instrument from her stomach, and moved it to her wings.

“No! Please, anything but my wings!” Rainbow Dash desperately pleaded as she thrashed violently enough to make her ankles bleed.

“Don’t worry sweetie,” he assured her as he began to pet her head. “You won’t be needing them after long.”

Without warning, the pegasus bit his finger, causing the Decepticon to yelp in shock. “You are a feisty one, aren't y-”

Suddenly, the doctor fell over, unconscious. Then, seemingly every button on the control panel light up, causing the restraints holding the two ponies to release them; a pair of tall, silver legs materialized before the two.

“Starscream!” Applejack shouted in shock.

“Yes, and I must say, you two have made a mess of things,” he said as he picked them up and perched them on his shoulders.

“Made a mess of things? What did we mess up?” Rainbow questioned.

“Well, if you must know, my original plan was to sabotage the warship’s engines and finally end the war with the Autobots; surely after that, they would accept me as one of them,” he explained. “However, I couldn’t risk killing the sisters of my friends, nor could I risk Optimus.”

“Optimus is here?” Rainbow asked.

“Yes; Megatron captured him,” he told her as he walked through the doors to the room. “Now, we’ve got to be very careful, lest we atrac-oof!”

“Going somewhere Starscream?” Dreadwing asked asked. The commander loomed outside the med bay, along with a squad of five Vehicons, each with their weapons drawn. Starscream quickly backed up, trying desperately to formulate any acceptable reason why he might be in this position. He failed. Without warning, he pointed his missile downward, then fired the weapon.

A pair of Vehicons stood guard outside of Orion’s prison, standing idly, bored out of their minds.

“Hey Octane?”

“Yeah?”

“You ever wonder why we’re here?”

“You mean guarding Prime?”

“No, I mean why we’re her-gah!”

Suddenly, a bright magic aura enveloped both of them. Before either could react, the golden glow pinned them to the wall, then melted their armor to the hull of the ship. The spell reached inside their bodies, halting the flow of energon to their central processors, though it only held long enough to make them pass out.

Once they were certain the guards were put cold, Celestia and the changelings emerged from the shadows. As they reached the giant metal doors that guarded their friend, the princess once again lowered her horn, cutting through the barrier just as easily as she'd cut through the hull.

At last, she opened a hole in the door, revealing the captured Optimus. Celestia frantically ran up to him, while the changelings lagged behind out of caution. “Optimus! Are you okay? How can we get you down?”

Prime barely lifted his eyes as he gazed upon the princess. “Celestia?” he said with a gasp as his eyes widened. “How did you get here?”

“Never mind that, how do we get you down?” the princess asked.

“I don’t know. Try using one of the consoles,” he told her. Celestia and the Changelings climbed onto the giant monitors, then began to randomly press buttons.

“Any luck?” Celestia asked. Bombshell, Kickback, and Shrapnel all shook their heads.

“Alright, I didn’t want to do this but,” Celestia paused, spreading out her legs as she angled her horn at Prime’s shackles. “Now, hold still-”

Suddenly, the lights went out, and Optimus’ restraints released him.

“...Did One of you do that?” Celestia asked in confusion. Again, all of the changelings shook their heads in denial.

“I do not know,” Prime answered as he flexed his arms. Suddenly, an explosion rocked the hall.

“We should leave,” Shrapnel suggested.

“Agreed,” Prime added as he slid on his battle mask.

Applejack opened her eyes to discover, much to her surprise, she was not dead. Her tail was slightly singed, but aside from that, she was to be perfectly unharmed. The world around her was all but frozen in place, with the events around her still happening, but much much more slowly.

"Are you unhurt Applejack?" Starscream asked as he strolled down the Nemesis' hallway.

"Ah'm fine, what about Dash?" Applejack answered.

"I'm fine," the pegasus said from the bot's other shoulder. "What happened? Shouldn't we be dead?"

"Yes, however, I saved you using these," he explained as he pulled out three syringes filled with a red glowing liquid.

"What is that stuff?" Rainbow asked.

"Red energon, a rare verity of energon that grants its user the power of hyper-speed," he told the two.

"What?" Applejack questioned.

Starscream couldn't help but roll his eyes. "It lets me go so fast I can outrun explosions."

"Oh."

"So how long does this whole hyper-speed thing last?" Rainbow Dash asked.

A sudden eruption from behind them answered her question. Starscream dropped the two ponies into his arms, running as fast as he was able away from their prison cell.

"Seize him!" Dreadwing ordered. A pair of Vehicons obeyed his command, running after the turncoat. Dreadwing moved to join them, when, out of the corner of his eye, he saw a spot of red and blue. He turned, drawing his sword, and charging the other prisoner. Prime motioned for changelings to flea, leaving Celestia and himself to fight the Decepticon. Optimus stepped out in front of the pony as he, too, drew his weapon, extending his free arm as he prepared to face the Decepticon. Just as Dreadwing reached Prime, he was separated from his troops by a thick golden barrier. The shield stopped the Decepticons dead in their tracks, causing them to pile up behind it. Now isolated, Dradwing turned his attention to the Princess.

He raised his sword high over his head, sending a shower of sparks down on himself as his blade scraped the ceiling. Before he could deal the killing blow, Prime kicked him in the back, propelling him forward and slamming him into the wall. The Decepticon quickly turned towards Prime, assuming a battle stance. As the two warriors clashed, their blades scraped the sides of the hallway, creating a spectacular array of orange sparks. Dreadwing struck first, swinging low and from the right, but Prime drew first blood. He parried the attack, then spun around and cut into Dreadwing's upper shoulder.

Prime then rotated again, bringing his sword down for another slash, but Dreadwing was too quick and blocked his blow. Then, the Decepticon charged forward, angling his sword down in an attempt to stab Optimus. The Autobot was fast enough to avoid the attack, causing Dreadwing to impale his sword in the side of the ship. With Dreadwing's weapon trapped within the hull of the Nemsis, Prime went for the killing blow, only to have the Decepticon deflect the blade with his gun.

After parrying the strike, he hastily took aim and fired his weapon, but he could only wield the weapon with one hand, and so missed Prime entirely. The rogue bolt struck Celestia's shield, before ricocheting into the ceiling. Despite the miss, Dreadwing was undeterred, loosing more bolts at Prime, each of which missed, though only barely. Finally, he freed his sword. As he pulled the blade free from the wall, he sung it at Prime with all his might. Optimus deflected the blow, but the sheer force of the impact knocked him to the ground.

Dreadwing smiled as he dropped his gun, raising his sword once more. Suddenly, a sharp pain shot through the back of his knee. He dropped his sword, falling to one knee as Shrapnel slammed her head into the back of his knee, using her magic to for a dome around her body. Seeing an opportunity, Optimus drew his ion cannon, loosing a bolt into Dreadwing's shoulder at point-blank range. The Decepticon howled in pain as he was thrown backwards. The bolt shredded his shoulder, littering the corridor with droplets of energon and metallic fragments.

With Dreadwing incapacitated, Shrapnel turned to Prime, smiling at him. He didn't return the gesture, choosing instead to scoop her up. Optimus also retrieved Bombshell and Kickback, holding all three of the changelings under one arm, and picking up Celestia with the other. Then he leapt through the hole created during his fight, leaving Dreadwing to his fate.

After a while of running, Optimus finally found what he was looking for. He set down his organic companions, then set to work prying open a pair of large doors. Behind them were another set of smaller doors on the other side of the room, and a control panel.

"What is this place?" Bombshell asked.

"Escape pods," Optimus answered as he manipulated the controls. One of the doors opened, and Prime motioned for the others to go inside. They did, sitting towards the front as they waited for Optimus.

Suddenly, the doors behind him slid open. "Going somewhere Orion?" Megatron questioned. Optimus turned to see his brother standing in the doorway, one hand on the control panel.

"Orion?" Celestia whispered in confusion.

"I'm sorry I can't stay," Optimus said as he drew his gun, his arm shaking slightly as took aim and fired a single bolt in Megatron's direction. The bolt seemingly missed its mark, but the blast was not aimed at him. It stuck the console next to the Decepticon, causing it to erupt in a shower of sparks.

The ship's alarms blared as all doors began to shut. Prime took aim again, this time at Megatron, and fired another bolt. Unlike the other one, this shot missed its mark, striking the door frame above the Decepticon. Optimus fired a third bolt, which struck Megatron, forcing the Decepticon out of the room. Then, Prime hastily cut each of the clamps holding the escape pod in place, desperate to outpace the doors closing behind it. Once it began to fall, he followed it, only to have his foot trapped in the closing doors. Without a moment's hesitation, he swung his sword, slicing through the door and freeing himself. He free-fell until he reached the escape pod, then climbed inside, closed the doors, and braced for impact.

Chapter 16

Optimus released the escape pod, allowing Celestia crawled out of the capsule. A group of airsick changelings followed, though they moved far more slowly than the princess. Optimus motioned the group towards a thick area of woods, prompting them to scurry deeper into the forest. Each of them laid down on the ground, holding their breath as the Nemesis loomed overhead.

“Is everyone alright?” Optimus whispered.

“I’m fine,” Celestia answered quietly.

“We are too,” Shrapnel added.

Prime looked skyward, back towards the Nemesis as it sailed away from them. Optimus breathed a sigh of relief, standing once he knew the ship disappeared over the horizon.

“We need to put distance between us and the Decepticons,” he told them as they too stood. He put his finger to his com-link, activating it. "Ratchet," he called. "Ratchet?"

"Is something wrong?" Shrapnel asked.

Optimus lowered his fist as he growled in frustration. "He disabled my com-link too," he whispered angrily.

"We'll have time to brood later, right now we need to get back to Equestria," Celestia said as she turned towards the Shrapnel. “I hate to ask this of you, but could you help guide us out of the forest?”

“I know the way, but it will take us a few days to get there,” Kickback answered, before turning to shrapnel and Bombshell. “Go forage; I will take Optimus and Celestia ahead” he told them.

Delia and Eudora nodded in acknowledgement, before disappearing into the foliage. Livana slithered forward, Optimus and Celestia not far behind her.

A squad of Vehicons ran through the halls of their warship, followed by Knockout, and Megatron even further behind them. “Find Starscream! Now!” Knockout ordered.

“You seem rather intent on capturing Starscream,” Megatron commented.

“You can bet I am! That scrap-head sucker-punched me, scratched my paint, and popped one of my tires!” the doctor said. “When I get my hands on him, I’ll-

“I hate to disappoint you doctor, but I fear Starscream is mine to-” Megatron paused as he searched for the right word. “-dispose of.”

“Oh. What do you have planned my liege?” Knockout questioned.

“I’m afraid if I told you, you wouldn’t be able to power down for stellar cycles,” his master told him. Knockout cringed, turning his attention back to the search as he caught up with the Vehicons. Megatron began to follow him, when a metallic clang demanded his attention.

Divining in its source, he grabbed one of the grates to the ventilation system, then ripped it from the ship's hull. He aimed his fusion cannon into the new orifice, ready to loose a bolt; the only thing that stopped him was his inability to find a target. He relaxed his arm, choosing to move on and let some mechanic fix the vent later.

Once he was gone, Starscream, Rainbow Dash, and Applejack breathed a unified sigh of relief. “Ya see anyone else out there?” Applejack asked.

Starscream peered out of the grate he rest beside, which was fortunately on the opposite side of the hall to the one Megatron checked. “It would seem as though we are in the clear,” he answered.

“Great! Let’s blow this hey-sicle stand,” Rainbow Dash said enthusiastically.

“Not yet; first we need to disable the ship’s weapons system,” Starscream interjected.

“Ya sure that’s a good idea? This place is crawling with guards all itchin’ ta pop a cap in yer shinny dock. That alone is gonna make gettin’ out’a here’s gonna be hard enough as it is, but now ya wanna go and sa-bo-tage the ship?”Applejack pointed out.

“If you want to save the lives of your fellow ponies, we need to sabotage the weapons system,” he said.

“Why?” the farm-pony questioned.

Starscream hesitated to answer as he scratched the back of his neck. “You see, in order gain Megatron’s trust, I may have told him...the location of your capital.”

“Y’all did what?!”

“But do not fear” he assured her, or at least tried to assure her. “I told him your capital city was Ponyville, not Canter...whatever you call it.”

“Y’ALL DID WHAT!?”

“This plan worked so much better in my head,” Starscream muttered.

“Why’d ya go an’ tell ‘im Equestria’s capital was Ponyville?” Applejack questioned angrily.

“That was part of my plan. You see, I was going to convince Megatron to allow me lead the assault on Ponyville, then remotely detonate a bomb on the ship, and scatter my own assault forces. Then, in the confusion, the Autobots could rush in with you and your princesses and defeat the Decepticons; Megatron would be slain, I would be hailed as a hero, and perhaps even become one of Prime’s lieutenants,” he explained. “Then you two decided to follow me and get captured,” he added.

“Well, it’s your fault for not telling anyone about this,” Rainbow Dash said.

“Do you really think the Autobots would have trusted me to not turn to the Decepticons, especially with Optimus off on his relic hunt?” Starscream questioned.

“Ugh, ya know what? It really don't matter at this point,” Applejack said with a groan. “How ‘r we gonna take out this system?” she asked.

“The console that controls the weapons is in a room not far from here. All we need to is deactivate the weapons system, then plant this,” he paused, producing one of the grenades he’d requisitioned from Wheeljack. “within the computer and set it to detonate when someone interacts with the weapons system.”

“That’s it? they can’t just make a new one?” Rainbow Dash questioned.

“Megatron already used the majority of his spare components to repair the ship when it first arrived; any significant damage to the ship is currently irreparable,” he told her.

“Why ‘r ya doin’ all this anyway? Wouldn’t it just ‘u been easier ta switch back to tha ‘Cons?” Applejack asked.

“Isn’t it obvious? I wanted to keep your sister and her friends safe,” he told her.

Both Applejack and Rainbow Dash’s eyes widened in shock. “Come again?”

“They are my friends; did I misinterpret their lessons? Is this not what friends do?” Starscream asked, genuinely confused.

“Naw, it’s just Ah didn’t-nevermind. Where’s this ‘ere weapons thingy?” Applejack said.

“Not far from here,” he told her as he carefully unbolted the vent grate. The three carefully crept down the hall as they neared a lone room. Starscream backed up to the wall next to the door, and motioned for Applejack and Rainbow Dash to do the same on the other side. The ‘bot moved his hand in front of the door, causing it to open, before carefully peering inside to ensure the room was safe. Fortunately for the renegade Decepticon, the room was vacant. She stealthily snuck into the chamber, Rainbow Dash and Applejack following closely behind him.

The room was small and plane, with only a single computer console in its wall. Applejack and Rainbow Dash kept watch at the door while Starscream used his claws to unscrew a panel on the computer, all the while ensuring he made as little noise as possible. He produced the grenade, popping of the top with his talons, before attaching the wires of its explosive core to those of the console, and began to reattach the panel back on.

“Hey Starscream, somepony-er, bot’s comin’,” Applejack called. Starscream hastily screwed in the panel, then rushed to the door, the shell of the grenade still in his hand.

“Search every room! Find the traitor!” Megatron ordered from the hallway. Starscream held his breath, listening to the steady beat of the much heavier ‘bot’s feet, slowly inching towards the door with every step his former master took.

Without warning, Starscream leapt from his hiding place, staring directly into Megatron’s eyes. He threw the grenade’s husk, then launched a missile right after. The projectile struck the housing, causing it to explode and paint the walls of the Nemesis with energon. Normal energon. A lone Vehicon, one of many Starscream now realized were accompanying Megatron, slumped to the floor, dead.

Before the smoke from Starscream’s attack had cleared, he and Applejack were already running down the hall, with Rainbow Dash soaring beside them. Not long after they’d set off, the smoke did clear, revealing the absolutely livid Megatron.

“After them!” he barked, causing his Vehicons to sprint instantly towards the escapees.

Further down the hall, all three former prisoners panted in unison as energon bolts began to whiz past their heads. “Ay Starscream” Applejack said as one of the bolts singed the edge of her hat. “Ah don’t mean ta second guess ya, but how’r we gonna get of’a this ship?”

“We need to get to the ground-bridge, it’s our only hope,” he told her before coming to an abrupt stop. Applejack and Rainbow were forced to changed directions as the passed the door, forced to quickly dash inside. This room was similar to the room they’d just been in, but in addition to the computer console, it also possessed a large metal ring large enough for a Cybertronian to step through. Once within the room, Starscream closed the doors, before he gutted the controls to it with his claw. He stepped back, smiling as he took a moment to admire his work. Suddenly, a giant fist on the other side smashed into the door, causing it to buckle from the force of the blow.

“That ain’t good, huh?” Applejack asked as another impact dented the door..

“Listen to me, you must keep the door closed while I program the coordinates,” Starscream told the two mares as a third impact nearly cracked the door open.

Applejack and Rainbow Dash set to work, with Applejack bracing side of the door with her powerful applebucking legs, wedging herself between it and the floor, while Dash reinforcing the other, pushing against it with all her might. Surprisingly, they were able to slow Megatron’s advance; not noticeably, but enough that Starscream would have time to activate the ground-bridge.

Starscream stepped up to the control panel, placing his fingers on his buttons as he heard another blow fall upon the door. It was in that moment he realized one problem with his escape plan. He had no idea where anything was in Equestria. Another blow struck the door behind him, and out of the corner of his eye, he could see Megatron’s burning red eyes. In a panic, he pulled up a map of Equestira, but all he could make out was Canterlot and some big city in the norther part of the map, not Ponyville.

“Starscream-mpf!” Applejack couldn’t help but grunt in pain as another shuddering blow fell upon the door.

“Ya mind hurrying up?” Rainbow Dash finished for her.

Finally, Starscream put in a random set of coordinates, then activated the ground-bridge. A large blue and green portal opened in the metal ring, swirling like a great tempest. “Go! Get into the portal! Now!” Starscream commanded.

Neither of the mares in the room needed to be told twice. Both rushed through the portal, just as Megatron finally broke through the door. Starscream quickly followed them, losing a single missile as he leapt into the ground-bridge. The rocket struck the computer attached to the wall, causing it to explode in a large fire ball. Despite this Megatron still ran towards the portal, but his efforts were in vain, as it disappeared before he could reach it.

“Damn you, Starscream!” Megatron growled, before activating his com-link. “Soundwave, alert the crew; we move now, lest we waste any more time,” he ordered as he calmly turned and left the room. “And have Knockout prepare my trophy.”

Starscream tumbled through the portal, only to smash into a large, hard, crystalline surface, creating deep grooves in whatever it was. He slid across it, cutting out deep grooves with his massive body, before ultimately slowing to a halt. He couldn't see where he'd sent himself, but he could hear screaming all around him. He lifted himself out of the rubble he'd created.

"Are y'all right Starscream?" Applejack asked.

The bot groaned, slowly removing his head from the crystal streets. "I'm not dead, so yes," he told the mare. Now that he could see more than purple street, Starscream deduced his location. It seemed he'd sent himself to a kingdom made entirely of crystal, surrounded by tundra. "What is this place?" he asked.

"Oh yeah, we never did tell you about the Crystal Empire, did we?" Rainbow said as she hoovered in the air.

"Empire?" Starscream asked again.

"Yeah, it's really awesome! It just popped up out of nowhere, and there was this evil king but we-"

"Ah don't think we'll have time to 'splain. Right now we gotta get back to Equestria," Applejack interjected.

Starscream shook his head, refocusing his thoughts. "You're right" he said as he changed forms; fortunately for the ex-'con, the Empire's streets made a dandy runway. "Get in," he ordered as he opened his cockpit. Reluctantly, Rainbow and Applejack obeyed him, taking their places in the two seats. Bot ponies looked uneasy as the heard Starscream's engine ignite. Then, within seconds, the Crystal Emprie was merely a speck in the distance, much to Applejack's dismay.

On that day the farmpony resolved never to fly again, no matter the circumstances.

Chapter 17

Luna sat in her sister’s throne, awaiting the arrival of the next pony who needed something done. In that moment, she understood why her sister had chosen to run off with Optimus. The guards next to her were equally bored, though they still stood resolute and stern all the same. Fortunately for her, the evening was drawing to a close, and soon she would be allowed to guard the dream world.

Suddenly, a dark, ominous shadow snuffed the golden light shining down on the throne room's floor. An earshaddering humming from outside caused the entire palace to shudder. It’s incessant vibrating stabbed the princess’ inner ear, making her grunt in pain. A lone royal guard burst into the throne room, his panting emphasising his urgency. He quickly spun around, closing the doors behind him. Before Luna could ask him anything, a large metal fist pierced the door.

“Guard, what is happening?” Luna asked as she was forced to cover her ears with her hooves.

“My lady, there is a-gah!” The guard paused mid-sentence as the hum became too great for any of them to bear. “D-Decepticons.”

Luna only needed to hear that word. A blue aura enveloped the stallions around her, lifting them off their feet and drawing them closer to her. Just as a squad of Vehicons broke through the palace doors, Luna and her guards disappeared.

Optimus, Celestia, and the Kickback pushed through the forest, the changeling leading the two through the mysterious forest. The queen seemed to be one with the forest, finding seemingly invisible paths without even looking at them. These paths were far from easy, though Prime and the Princess were able to keep up with Kickback fairly well, for those from outside the forest.

Later, as the sun began to fall towards the horizon, Shrapnel and Bombshell returned carrying fruits and nuts they’d found. Shortly after the two returned, they made camp, consisting of a fire and a few blankets Celestia had brought.

Shrapnel stoked the fire, Kickback and Bombshell sitting on either side of her, and Prime and Celestia taking their places on the other side of the fire. "So, how did you get the name Shrapnel anyway" Celestia inquired.

"Durring the invasion, I lead the charge. I smashed into a window, and the glass gave me this scar" Shrapnel explained, motioning to the mark on her chest.

"And what of your name Bombshell?" Prime asked.

"Next verse same as the first. I actually hit the same building, though I hid a beam, not a window," Bombhshell told him.

"I kicked a guard," Kickback said in a dry tone.

Suddenly, Celestia stood, her biological clock telling her it was night time. Once Celestia lowered the sun, the changelings took the rocks they’d used for the fire ring and laid on them to sleep, pulling the blankets overtop of them.

“Clever,” Celestia commented. Watching the changelings sleep, the princess couldn’t help but yawn. She took more of the rocks, laying them under her own blanket.

“Go to sleep Celestia, I can keep watch,” Optimus told her.

“Are you sure?” the princess asked as her eyes already began to droop.

“I shouldn’t need to power down for a few cycles yet, unless I do something especially strenuous,” he explained.

“Alright then, goodnight,” she said, giving him a quick hug before covering herself with a blanket and going to sleep.

With his companions asleep, Prime sat alone, listening to the sounds of the forest, watching the blue light of his optics illuminate the trees in the night. Clouds had blocked out the stars as well as moon, making him the only source of light. Though Prime had a form of night vision, he chose not to use it at the moment, favoring only the visible light spectrum. The faint blue light gave the Everfree a spectral aura, reminding him how beautiful nature could be.

Suddenly, something brushed Optimus’ hand. He instinctively drew his weapon, pointing it in the direction of the unseen attacker, the cannon’s barrel doubling as a flashlight. To his surprise, the pale blue light of his gun fell on Shrapnel, who was raising her hooves to protect herself. The light shinned of her carapace, creating a wondrous shimmer.

Prime retracted his weapon, allowing the poor queen’s eyes to readjust to the night. “Shrapnel? Why aren’t you in your bed?” he asked.

She sat next to him, curling her tail underneath her body. “I wanted to speak with you in private, so I could apologize to you,” she told him. “You see, I was afraid after the-what did you call them? Decepticons?” she asked, Prime nodding to answer her. "Decepticons killed so many of us." She chuckled sadly to herself. "I'm a terrible leader," she said, hanging her head low.

Optimus did not respond, merely averting his gaze to the stars. “Shrapnel,” Prime said suddenly, causing the Lamia to jump. “What happened to your people is a tragedy, one that may or may not have been avoidable, but in the end, neither of us are at fault. I am sorry for the slaughter of your people, both now and in the past, with Equestria’s help, we can...we will make Megatron pay for what he did to you,” he promised.

Shrapnel smiled in the darkness, placing her hoof on Primes hand. Suddenly, she gasped in shock. “What is it? Is something wrong?” Prime asked.

“Nothing, I just never suspected you’d be so warm,” she told him. “It’s actually...quite nice.” Her entire body migrated towards Optimus as his body’s warmth hypnotized the changeling.

“You should return to bed, you’ll need your rest,” he told her. Reluctantly, the Chansellor left the Autobot, sliding into her blankets and drifting off into sleep.

“Celestia” a faint voice called in the distance. The princess chose to ignore it, favoring sleep to anything a disembodied voice could offer her. “Sister!” it called again. That got Celestia’s attention. She sat up, only to find the ground underneath her hooves gone. The entire world was nothing but blackness, save for herself and her sister.

“Luna? Why did you come to me? Is something wrong? Are you hurt?” she asked fanatically, bombarding her sister with a barrage of questions.

“I am unharmed sister, but something is wrong. You mustn't return to Canterlot, for Megatron is holding the city captive,” Luna explained, causing Celestia to gasp in horror.

“Are you safe Luna? Are you still in the city?” she asked again.

“I am fine, sister. I teleported out before the fiend had a chance to confront me. Twilight and I are planning a way to retake the city, but we’re going to need yourself and Optimus. Come to Ponyville, quickly,” Luna ordered as her sister woke up.

The earth beneath the princess violently shook her awake. She leapt to her feet, watching as Prime ran towards her. Sleep had obscured her vision, but she could make out a black shadow gliding overhead. Suddenly, the shadow fired a missile at her, barely giving Prime time to knock her out of the way. He all but tackled Celestia, kneeling over her on his hands and knees to protect her from the blast.

Behind him, the changelings fought three Decepticons already on the ground. One of the Vehicons raised his weapon to fire on them, but Bombshell was too fast. She was able to crawl up his side, shielding her hoof in green energy and jamming it into one of his joints, effectively locking his arm. Then Kickback took one of the rocks he’d been sleeping on and threw it into his eye-slit. Despite being an organic, he threw the stone with enough force to blind him, causing him to fall backwards.

With the Vehicon fallen, Shrapnel rushed in. She looked over the soldier's arm, before using her magic to remove his weapon. She reached her hand inside its casing, connecting two wires; to her surprise, nothing happened. She tried again, this time changing one of the wires, and caused the weapon to loose a volley of red energon bolts, one of which struck the second Vehicon.

With two of the Decepticons down, Shrapnel took aim, and fired, striking the third in the head and killing him. “Is everyone alright?” the chansellor asked.

Optimus pointed his gun skyward, blowing the final Decepticon out of the sky. “Yes, but we need to move,” Prime told them, his tone colder than ice.

“Optimus, we need to get to Ponyville as soon as possible,” Celestia said as she stood.

“What’s wrong?” Prime questioned.

“It’s Megatron, he’s holding Canterlot hostage,” the princess explained.

“By the hive,” Bombshell whispered.

“Cowards,” Bombshell spat.

“Are the citizens alright?” Prime asked.

“I...I don’t know. Luna told me in a dream. She’s safe in Ponyville, but I don’t know about anypony else,” Celestia answered. “We need to get there quickly.”

Optimus sighed, resting his head in his hand. “I have one option, but it will be...uncomfortable to say the least,” Prime said.

“What is it?” Shrapnel asked.

Celestia squirmed against Optimus’ door, trying in vain to keep Kickback’s elbow from poking her in the side. However, her mobility was hampered by Bombshell’s chest, which was currently pressing against her back, and Shrapnel's stolen weapon, which was poking her wing. Of course, the changeling would have been glad to move, were it not for Kickback pinning her against Prime’s side.

They’d reasoned this arrangement was the best option, since Kickback needed to be in the front to guide Prime, and Celestia would need to shield them if they were attacked. That left Bombshell and Kickback squished in the back, with only two tiny windows and whatever they could see past the other two passenger’s heads.

“Hold tight, we’re almost there,” Kickback told the others

“Thank the goodness,” Bombshell whispered as she wriggled against her daughter.

“What a shame? I was so comfortable,” Shrapnel said in a tone saturated with sarcasm, gifting her fellow passengers a much needed chuckle.

As Prime crested one final hill, the spire of Twilight’s castle rose with the treetops. Celestia couldn’t help but smile as she returned to her native land. Optimus quickly descended the hill, finally leaving the Everfree. He carefully traversed Sweet Apple Acres, weaving between apple trees, when he suddenly came to a halt.

As her face smacked into Optimus’ windshield, Celestia hastily put a shield around her back, protecting herself from Shrapnel’s fangs; she did not want another encounter with changeling venom.

In front of the massive Autobot stood a short, elderly green mare waving her hoof at him, and a much larger, red stallion. “Hold on there feller!” she shouted. Optimus opened his doors, allowing his passengers to clumsily tumbled out, before he changed forms.

“What’s the matter?” he asked.

“Applejack an’ Applebloom have up’n gone missin’,” Granny Smith explained.

Big Mac stepped forward, looking up at Prime, his eyes full of desperation. “Ya gotta find my sisters, Mr. Prime. Ah’ve looked everywhere and can’t find ‘em. They could...could...” The stallion paused, struggling to hold back tears.

Optimus raised one hand, silencing Big Mac. “I promise I will do everything in my power to bring your sisters home,” he told the pony.

Celestia stepped towards Mac, wrapping a comforting wing around his shoulder. That was the last straw. The brave stallion finally broke down, crying in his princess’ chest. “Oh my,” she gasped. Once she got over the shock Big Mac had caused her, she laid one of her hooves over his shoulder, further comforting him. “Don’t worry, my little pony, I know your sisters are fine,” she told him, firmly but caringly as well. The princess’ affirmation was enough to allow Big Mac to release her as he whipped one last tear from his eye.

While Big Mac was crying, the Autobots had gathered on Sweet Apple Acres, impatiently awaiting their leader’s instruction as Ratchet stepped forward to greet his old friend. “Optimus, are you alright?” he asked.

“Did you get the relic?” Wheeljack asked.

“Optimus, Starscream disappeared while you were gone! What do we do?” Arcee interjected.

Prime looked away, unable to face his Autobots. “The relic was a ploy Megatron was using in an attempt to capture me, one that would have succeeded were it not for Celestia," he told them.

"Oh...I see" Ratchet said, sharing in his leader's disappointment.

“Worse, I fear I...have lost something very valuable," he told the Autobots.

"What do you mean?" Bulkhead asked.

Suddenly, Optimus opened his chest, revealing the void the Matrix of Leadership once held. "The Matrix of Leadership" he said, his voice lacking its normally commanding quality. "has been stolen."

Chapter 18

The Autobots gasped in unison. Ratchet blinked repeatedly, forced to do a double take by the sheer shock. “By the Allspark” he muttered under his breath. Meanwhile, the ponies and changelings stood there, supremely confused.

“I’m confused. What’s wrong?” Shrapnel asked.

“What...what happened?” Ratchet asked, ignoring the Shrapnel's question.

Optimus slowly came to, groaning as his vision blurred into focus. Though he couldn’t make out his surroundings clearly, the copious amounts of purple told him exactly where he was. He tried to move, only to find himself restrained as well as suspended above the floor.

“Well, well, look who’s awake,” Knockout said.

Finally, Prime’s vision focused, allowing him to see Megatron. His brother stood proud and triumphant with a new trophy to display his victory. Resting around his neck was the Matrix of Leadership. “Welcome back to the realm of the living Prime. Oh, pardon me; I forgot you no longer hold that title, Orion,” Megatron taunted. Optimus scowled at the remark, struggling against his restraints. “Do not fear, the Matrix of Leadership is now in the hands of its rightful owner.”

Finally, Orion stopped his fighting. “Why?” he asked.

“Why? Why are you still alive? Why did I chose to trap you as I did?” Megatron laughed, reveling in his victory. “My reasoning is rather simple: I wanted to show you just how weak you really are,” The Decepticon paused, grabbing Pax’s face and forcing the Autobot to look into his eyes. “I want to show you that I am the rightful master of all Cybertronians, and by extension, the universe” he explained. “And it seems I’ve more than proven my point.”

He released Orion, allowing his head to hang low in defeat. Megatron stepped back, turning towards the exit. “So are we done here?” Knockout asked.

“Yes doctor, we are,” his master told him as he left.

Knockout grinned as he rubbed his hands together. “Well, I’m off to have some fun with two other specimens. Have fun,” the doctor said as he followed Megatron.

“Optimus, I-” Ratchet began to speak, but Prime cut him off.

“None of that matters now,” he told the other Autobots as he closed his chest. “We must focus on retaking Canterlot, with or without the Matrix. Starscream can be dealt with later.” He strode past the others, changing forms and driving towards Twilight’s castle. Celestia took flight, and Shrapnel galloped in his direction, leaving the Autobots and the other changelings on the farm.

Once at the castle, he reverted to his robot for, before entering the large doors. Inside he found Twilight and Luna standing next to her “Cutie-map,” moving small models around the table, along with a small group of guards. The younger princess was surrounded by charts and papers of all types that danced in her magical aura, each of them containing information she’d deemed relevant, while the older alicorn stared at the map, cold and calculating. Spike stood next to her, holding more books and documents. Suddenly, Celestia dashed past the Autobot, forcefully embracing Luna.

She fussed over her little sister, carefully checking over her body for any injuries. “Sister, I told you I’m fine” Luna said.

shrapnel was not far behind, sliding past Optimus and claiming a space next to Twilight. Finally, Prime stepped forward, standing on the other side of the table.

“I cannot express how glad I am neither of you are hurt,” he told Luna and Twilight, managing to muster a slight smile.

“Who is this?” Luna asked, motioning to Shrapnel.

“This is Shrapnel, Chansellor of the Free-Love Enclave,” Celestia explained, before casting a spell on the queen to allow her to be understood.

“It is a pleasure to meet you, your majesties,” she said with a polite bow, inadvertently causing Twilight to blush.

Optimus knelt next to the table, observing the crude Nemesis model that floated over Canterlot. “What has Megatron been doing?” he asked.

The youngest princess set down her data, stepping forward as she prepared to speak. “Megatron’s ship is hovering over Canterlot right now. He’s had his soldiers secure every entrance to the city, but two trains managed to escape before that. When we interviewed them, they said Megatron demanded we turn you over to him in three days, or he’ll level the city. As a side note, this seems to indicate he thinks the sisters are in the city still,” Twilight explained.

Optimus raised his hand to his jaw, slowly stroking it as he thought. “Is there anything else?” he asked.

“No. Luna and I have been trying to figure out a way to take Canterlot back, but…”

“We have been unable to find a way of keeping him from using his ship. If he were to unleash the weapons aboard that craft...I’ve been too afraid to fathom what the casualties could be,” Luna finished.

Prime humed, staring down at the map in front of him, and the tiny model of the Nemesis. “Then it seems we have no other option,” he said, lowering his hands as he bowed his head. “Celestia, you must turn us in,” he told the alicorn.

The princess stepped back in shock, Twilight, Luna, and Shrapnel mirroring her motion. “What?” Celestia asked.

“I refuse to see another organic life taken. You must give us to Megatron,” he told her.

“Optimus, do you really think Megatron is going to just leave us in peace?” she questioned.

“Our sacrifice may buy you time at the very least, time you can use to retaliate,” he answered.

“The moment he has you he will destroy the city without hesitation. Then what?” Luna asked harshly.

“I...I do not know,” Prime said, visibly flustered.

Shrapnel stepped closer to the table, taking a closer look at the transparent model of Canterlot. “Princess Twilight, what are these?” she asked, pointing to the place where the city met the mountain.

The younger princess squinted, looking closely at the image. Suddenly, she gasped, before embracing the chansellor. “You’re a genius! I could kiss you!” she shouted excitedly.

Prime, Celestia, and Luna cocked their heads in confusion.

Twilight released the changeling, moving back to her place at the table. “The caves under Canterlot! If we could sneak the Autobots in there, and surprise Megatron, it might just give us a fighting chance” she explained.

“What about the Nemesis? It will still kill hundreds,” Optimus questioned.

“What about the weapons on your ship? Could they damage the ship?” Celestia asked.

Prime’s hand returned to his chin as he hummed quietly. “Perhaps, if we could attack the engines,” he said as he cracked a slight smile.

“I see one problem with this plan. The entrance to the tunnels were sealed up long ago. Only an alicorn could teleport the Autobots through the rock, but I believe Megatron would be suspicious if one of us were absent,” Luna pointed out.

“I actually have an idea to fix that. You get the others ready,” Twilight told them as she began to walk off. “Come on Spike.”

Ratchet and Wheeljack loosened the last bolts on the Jackamer’s engine, letting it to fall to the floor. “Alright princess, take it away,” Wheeljack said. Celestia grabbed the weapon with her magic, lifting it and carrying it to a thick metal frame.

“Really grinds my gears we have to rip up the old Jackhammer this way,” the Wrecker said as he followed Ratchet out of his ship.

“It’s not like we have many other options,” Smokescreen reminded Wheeljack as he and Bumblebee carried the port gun.

“Yeah yeah, I know,” Wheeljack said dismissively.

Finally, Bulkhead and Luna brought the starboard gun. Each laborer put their pieces into their proper position on the harness, awaiting Ratchet’s careful hand to weld them together. They watched patiently as the doctor fused the weapon’s components together, before connecting the power core to the two guns.

“There we go,” Smokescreen said, taking a step back to admire Ratchet’s work. “Try it on Bulk’.”

Wheeljack and bumblebee picked up the harness, allowing Bulkhead to step under it before they lowered it down on him. Then knelt on his hands and feet as Ratchet dismantled the back ends of the guns, replacing the ship’s firing system with a pair of triggers, one for each gun. As soon as his welds cooled, Arcee stepped up, taking the guns in her hands. She moved them around on the joint Ratchet had installed, then angled them down and fired a shot. The twin Energon struck their target, which was a small tree on the outskirts of the Everfree forest.

“Excellent work doctor,” Luna commented.

Bulkhead gleefully remove the heavy harness, joining his fellow Autobots as they dispersed, leaving only two figures at the wreck of the Jackhammer: Celestia and Ratchet. As the Autobot went inside to ensure he hadn’t broken anything, Celestia followed. Curious, he turned towards her and asked “What do you want?”

“Do you know where Optimus went off to?” she questioned.

“I think you might want to leave him be,” he told her.

“Why?” she asked.

Ratchet knelt on one knee, lowering himself to eye level with the princess. “When Megatron took the Matrix, he didn’t only take a valuable relic, but also a part of Optimus,” he explained. “You see, the Matrix of Leadership contains the collective memories of the Primes that came before him, and allows him to call on those memories when he needs guidance. It is a sort of...guide for him, one he has now lost.”

“Oh my. That’s terrible,” Celestia said.

“It is. If you still want to talk to Optimus I saw him wander off with...what was her name? Flutterby? The small yellow one,” he told her as he stood.

“Ah-ha! That solves my mystery. Thank you Ratchet,” she said before giving a polite bow and leaving.

Celestia wandered towards the outskirts of Ponyville, turning a corner, allowing her to finally see Prime. Enthused, she began to gallop toward him, stopping only when her muzzle collided with something hard and metallic. She stepped back, casting her gaze skyward to find a pair of burning red eyes staring down at her. A gasp escaped her lips as she realized to whom the eyes belonged.

Then, without warning, a blade pierced Megatron’s spark chamber. As it did, the Decepticon’s leader turned into a flurry of bubbles, all of which popped soon after. Optimus turned quickly, slicing through Megatron’s chest again. Suddenly, three Megatrons leaped onto Prime, two grabbing each of his arms and one grabbing his back and grappling with them as they forced him to the ground.

Finally over the shock of seeing Megatron, Celestia lunged forward, horn down, ready to render aid to Prime, when she was suddenly teleported away. She landed softly on a blanket, with a cup of tea and a piece of cake in front of her.

“Ah-ah-ah, no cheating.” The princess turned her head to find Discord and Fluttershy sitting on the same blanket next to her, the pegasus eating tiny sandwiches off a floating platter while Discord drank grape soda from an upside down glass through an orange curly straw.

“Discord, what’s going on here?” Celestia asked in desperation.

“Eep!” Fluttershy squealed as she realized the princess was sitting next to her. She jumped backward, falling behind Discord’s long body. As she fell, she knocked over the platter of sandwiches, though Discord’s magic set them back instantly.

“Ugh. Shame on you princess, don’t you know it’s rude to startle ponies,” Discord said, spawning a second mouth to speak so he didn’t have to interrupt his drinking. Celestia rolled her eyes playfully, before activating what she called “mom mode.”

“Oh, I’m sorry Fluttershy,” Celestia apologized with a kindly grin, much to Discord’s dismay.

The pegasus quickly calmed down quickly, soothed by Celestia’s motherly smile, and climbed back into her spot. “It’s okay princess. Please don’t be mad at Discord, he didn’t do anything wrong” she pleaded.

“I’m not angry, but I would like to know what he is doing,” she told her.

“Well, Discord came by to see if anything interesting was happening. When Optimus saw him floating, he started to talk to him, and eventually asked if Discord could help him get stronger,” Fluttershy explained.

Finally finished with his beverage, Discord finished the pegasus’ story. “Of course, I helped him out of the kindness of my heart (but really because the plot demanded it). Honestly, I thought it was going to be boring, but he’s been going at this for a long, long time. At this point, I just want to see how long he can go,” the draconequus said.

Calling upon all his strength, Optimus grabbed one Megatron’s neck with his free hand, pinning him down and stabbing him. Then he punched the one clinging to his back, before elbowing him off. Finally, he grabbed the last attacker’s head and slammed it into his knee.

“Discord, can you give him a little time out, please,” Celestia asked.

“Well, since you asked so nicely…” Discord snapped his fingers, causing the two remaining Megatrons to freeze in place.

Prime looked at his frozen adversaries, confused. He turned towards Discord, finally noticing the princess; though he had his face mask on, his face seemed to soften upon seeing her. “Celestia? What are you doing here?” he questioned.

Celestia hopped up, striding over to the confused Prime. “Mind if I join in?” she asked playfully.

“I see no reason why not,” he said. With that, she took up position behind Prime, spreading her wings and raising one of her front legs.

They both gave Discord a nod, who snapped his fingers, spawning ten new Megatrons surrounding the pair.

Celestia spread out her legs, panting as huge beads of sweat ran down her body. Prime stood behind her, panting in unison with the princess. A few Megatrons lay dead around them, their bodies evaporating into bubbles just as the others before them had done.air.

As the copies of the Decepticon warlord charged the two, Celestia used her magic to slay three. Clearly, these were nowhere near as skilled as their real counterpart. Prime drew his second sword, locking the blades of two more Megatrons. Celestia followed his example, using a spell to turn the feathers of her wings into a pair of sleek, white metal blades.

Optimus spun around, pivoting on one foot. He kicked one Megatron in the face, knocking him into another two, and slashed yet another across the chest. Meanwhile, Celestia ducked under him, then shot back up and stabbed another Decepticon with her wing. Prime slid backward, elbowing one of the Megatrons behind him, giving Celestia an opening to stab him in the chest.

Suddenly, they were overwhelmed by a flood of Decepticons. At least two dozen copies of Megatron materialized, all of them piling atop the Prime and the Princess. Despite their strength and ability, each was only able to kill a few Megatrons before they were buried.

Both warriors could feel each other as the Megatrons continued their assault. Using each other as leverage, they thrashed against the horde, but any progress they made was quickly taken away by the phony Megatron clones. In desperation, an idea entered Celestia’s head.

She channeled as much magic as she could to Optimus. As she did, Prime felt a sudden rush of energy, as though he was reborn a thousand times over. The strength was invigorating, intoxicating even. Using his newfound power, he pushed back against the swarm around Celestia and himself, casting the Megatrons out all at once. They flew through the air like toys a spoiled child had chosen to discard, instantly evaporating as they smashed into the dirt.

With the threat eliminated, Celestia withdrew her magic. Suddenly, Optimus felt the strain that accompanied his recent feat. He knelt to the ground, groaning in discomfort.

“Optimus, are you alright?” Celestia asked, putting a hoof on his shoulder.

Prime’s groaning stopped abruptly as he removed his faceplate, smiling at the princess. “I am sore in places I was unaware had the capacity to be sore, but aside from that, I am fine,” he said, using an odd, humorous tone.

“Oh boy, was that ever fun,” Discord said, cheering from the sidelines as he literally tied himself in a knot. Beside him, Fluttershy calmly clapped her hooves, genuinely impressed by the pair’s display. Prime smiled, standing. He put a hand on Celestia’s back as a sense of pride filled them both. “I hope you’re both ready for round two,” he added in a sinister tone. He snapped his fingers, causing even more Megatrons to appear.

Suddenly, that sense of pride disappeared.

Chapter 19

Celestia spread out her legs, panting as huge beads of sweat ran down her body. Prime stood behind her, panting in unison with the princess. A few Megatrons lay dead around them, their bodies evaporating into bubbles, just as the others before them had done. Despite their weariness, both were ready to continue the fight.

They readied themselves, prepared to withstand another onslaught, and yet nothing came. They stood in place for a few moments more, then relaxed as they realized the stream of Megatrons, and Discord’s attention span, had both reached their end.

The draconequus lay in mid air, fast asleep. A light blue blanket with a star and moon pattern over him, contouring as though it was atop a nonexistent bed. Rather than exclusively his flesh, Discord wore a nightcap and nightshirt, both light blue like the blanket, though only the nightcap bore the star and moon pattern.

“Uhm, I think it might be time for Discord to turn in, if that’s okay with you,” Fluttershy said, causing Discord to crack a slight smile.

“I pant think that will be just pant fine,” Celestia told her, trying her hardest to give a reassuring smile. The end of Discord’s tail turned into a hand, snapping its fingers and transporting its master, Fluttershy, and their picnic supplies away.

“Yes, get some rest” Prime added.

Celestia fell to the ground, landing on her back. Optimus mirrored her action, causing her body to jump as he collided with the ground. She laughed, only now beginning to catch her breath. “Well, that was fun” she said.

“I...do not know if that is the way I would describe it,” Prime told her, eliciting another giggle.

It had become late in the evening, and the sun hung low on the horizon. The sky had turned a fiery red, which blended with a bright yellow, and finally, a deep blue. Celestia’s horn glowed gold, her powerful magic lowering the brilliant golden orb.

After the sun set, there was a long pause. Both the pony and the Autobot stared up at the sky, mesmerized by Luna’s wondrous stars. Each little light twinkled, each brilliant by their own right, but on the black backdrop of the night sky, they formed a wonderful tapestry.

"This I can say with certainty: you inhabit a beautiful planet Celestia."

As Prime spoke, an idea entered Celestia's head,“Optimus, I’m curious, what was Cybertron like?” Celestia asked.

Optimus sighed. “I cannot lie, Cybertron was beautiful before the war. Shimmering cities perched on the back of mercury lakes, towering statues of ancient heroes sat nestled between massive towers, and rivers of energon illuminated the roadways by night,” he explained, the sorrow in his voice almost palpable. “Sadly, all of that beauty disappeared during the war; the lakes were destroyed one way or another, the statues were obliterated in the skirmishes, and the rivers of energon were drained for the war effort.”

“That sounds terrible,” Celestia said.

“I cannot describe the agony of seeing our home the shell of its former self it became,” he told her.

“If your planet is so badly scarred, what exactly do you plan to do once you defeat Megatron?” the princess questioned.

“In truth, I do not know. If the Nemesis survives the battle, then we will try to find other Autobots, and bring them back here; that is, if you will have us,” Optimus explained.

“Of course,” she assured him without the slightest hesitation.

“If the Nemesis is too damaged, then I suppose we will have to stay here” Prime told her. “Of course, that implies we survive tomorrow,” he added.

“You think we’re going to die?” Celestia asked, frowning.

“I cannot deny the possibility. After all, Megatron has a significant numerical advantage, a battleship, and he Nemesis,” he pointed out.

“Well, I have to admit that is daunting, but we have one thing he doesn’t,” Celestia said. Optimus tilted his head toward her, raising an eyebrow as his eyes met her’s. “You,” she told him.

He sighed, turning his head back up. “I’m afraid I will not be of much use without the Matrix” he said.

“Why do you say that?” Celestia asked.

“The Matrix was the source of my wisdom” he paused, taking a moment to gather his thoughts. “Everything that made me the Leader of the Autobots was housed within it. Without it, I am nothing, only a glorified librarian parading around in warrior's armor.”

“Is that so?” Celestia asked. “Well, forgive me if I’m doubtful of that,”

Prime looked at her, confused. “What do you mean?” he questioned.

“I admit I don’t know what it’s like to have the Matrix,” she told him, her voice more serious than before, yet comforting all the same. “But I’ve come to know you over this past week, and I know you can overcome this.”

“I want to agree with you, but the silence...for centuries, I have been able to consult my predecessors, go to them for guidance in times of trouble such as this one.” Prime paused, placing his hands on his head. “Without them, I feel...alone.”

Prime’s words gave the princess pause. Only now did she understand how deeply her metal friend had been hurt. She realized she’d need to find just the right combination of words and gestures to help him. “You know, for being as old and as wise as you are, you can be very dense sometimes."

Optimus cocked an eyebrow. “Pardon?” he said.

“Listen to me: right now you're playing right into his hands” She paused, rolling over and placing a hoof on Prime’s chest. “You are a strong, wise, and courageous leader, Matrix or no Matrix. And that is something Megatron can never take from you.”

“But-”

Just as Prime began to speak, Celestia put a hoof over his mouth, hushing him. “Butts are for pork” she told him. Optimus’ eyes widened, then relaxed as his lips broadened into a smile. “Thank you, Celestia,” he said, his voice back to its normal tone. Celestia smiled, looking into his blue eyes, so different, and yet with a sense of familiarity within them.

“You know, I could get used to this,” Celestia said, breaking the tranquility.

“I have to agree with you,” Prime told her.

Before long, the night air began to take its tole on the alicorn. Despite her best efforts, she began to shiver in the cold. “Are you cold?” Prime questioned.

“A little bit, but I’ll be f-fine,” she told him. Suddenly, Optimus reached over to the princess. She gasped as she felt herself onto his metal chest. He laid her arms over her, enveloping her in his warmth.

“Are you comfortable now?” Prime asked. The princess sighed blissfully, before nestling into his chest.

“Yes,” she happily answered.

“I am glad to hear it,” Prime said. Then the two laid back, looking up at the night sky for some amount of time; hours maybe? Or maybe just minutes? They lost themselves in the stars once again as the rest of Equestria disappeared.

“You know Optimus,” Celestia paused, yawning mid sentence. “your eyes remind me of Luna’s,” she told him. The princess felt her eyes grow heavy, mostly due to the warmth her metal friend had so kindly provided. Before long, she dozed off, blissfully asleep in Prime’s arms.

Chapter 20

Princess Celestia felt something rocking her, rudely stirring her from her slumber. “Five more minutes,” she desperately pleaded.

“Sister, it is time,” Luna told her.

Her eyes fluttered open, revealing her sister standing over her. “Well, I can say I’ve woken up to less pleasant faces before,” the older sister said as she righted herself.

The older sister cracked her joints, stretching her wings and neck skyward.

“Are the others ready?” she asked.

“Yes, all we need are Optimus and you,” Luna old her sister alicorn.

Celestia’s horn burned with golden magic as she raised the sun. “Then let’s not keep them waiting,” she said.

Applejack and Rainbow Dash laid back in Starscream’s seats, snoring away. Suddenly, they were rudely awakened when the ex-Decepticon changed forms, throwing the two from their seats. He caught them in his hands, perching on the mountainside.

“Consarn it!” Applejack hollered. Rainbow Dash remained silent, somehow still fast asleep.

“Shhh. Keep your voices down,” Starscream commanded. Suddenly, a loud bellowing noise reverberated in both equine’s ears, so much so they managed to wake Rainbow Dash.

Starscream leaned back as close to the mountain as he could, going so far as to press his companions into the rock less than gently. Once the warship passed without an armada of Vehicons coming to murder the three, Starscream knew they were safe. He lowered his hand, decompressing his two friends.

“Alright Starscream, now that we’re here, what ar we gonna do?” Applejack questioned.

“We wait,” he told her.

Arcee and Bulkhead stood beside each other, the larger of the two with the Jackhammer’s cannons mounted on his back. The rest of the Autobots stood nearby with the changelings.

After the doctor finished distributing his creations, Celestia, Luna, and Optimus emerged from the forest. Shortly after they arrived, Starlight Glimmer and Twilight showed up, along with Twilight.

The two Twilights trotted up to their fellow alicorns, both of them beaming with pride. “My my Twilight, this is quite impressive,” Luna told them.

“Oh my, isn’t it? You can’t even tell the difference, can you?” one Twilight asked in Rarity’s voice.

“Yes, with the exception of your voice,” Celestia pointed out, bringing out a blush in Rarity’s face. She backed up, her wings flaring awkwardly.

“Woah, how’d you make those wings?” Smokescreen questioned.

“Oh, it’s really quite simple. I just got the mail mare to let me copy her wing and create a magical construct. Then, once I made it, I let Rarity’s magic sustain them. Since her magic is sustaining them, they move like real wings,” the youngest alicorn explained.

"And who might this be?" Luna asked, motioning to Starlight, who blushed as the princess pointed at her.

"This is Starlight Glimmer, my new student," Twilight answered.

"A new student?" Celestia asked excitedly. "How wonderful! Tell me, where did you find her?"

The real Twilight and Starlight exchanged an awkward glance. "Well...thecutiemapleadmetoatownfullofponiesshetrickedintogivinguptheircutiemarksbutshestillhadhercutiemarksowekickedheroutaftershestoleourcutiemarkssoshewentbackintimetogetrevengebutthenIfoundoutwhyshewassoangryatcutiemarksandwemadeupandshebecamemystudent," Twilight explained, causing Celestia's eyes to go wide.

"Oh dear," she said.

Once Twilight had finished, Optimus stepped forward. “Everyone, listen closely,” he said, instantly snapping both ponies and Autobots to attention. “Twilight and her friend will escort Bulkhead and Arcee through the tunnels under Canterlot. Meanwhile, Celestia and Luna will deliver us to Megatron, and the changelings will take positions around the Decepticons and outflank them. I will stall him while Bulkhead take a position and fire on the Nemesis’ engines. Once the Nemesis is disabled, we will begin our assault.”

The Autobots all give him a nod, putting on brave faces, despite each of them secretly being terrified; they weren't the only ones feeling fear. Even the hardened Bombshell trembled. Optimus turned back toward the sisters, finding a somber expression plaguing both their faces. He gave them a reassuring smile, partially quelling their fears, before turning his gaze to Canterlot.

“Autobots, transform and roll out,” he commanded, changing into his truck form. Each of the ponies accompanying the Autobots loaded up; Celestia and Luna hopped onto his bed, Twilight settled on Arcee’s seat, Starlight laid on Bulkhead’s roof, latching her fore-hooves onto the top part of his windows, and Rarity squeezed into Bumblebee’s cab. Then, the Autobots drove towards Canterlot.

The Autobots marched into the city of Canterlot, surrounded by a magical force field, generated by their three alicorn captors. Luna and Celestia each maintained illusions of the absent Autobots. As they marched through the city, they noticed it was mostly empty, with the exception of the Decepticons. Vehicons vultures lined the streets, watching the group closely. The Nemesis hovered above them, with Megatron perched on its bow.

The Decepticon leapt from his craft, changing forms midair, before soaring downward and landing in front of the fellowship.

“Hello again, Optimus,”

Twilight lead Bulkhead and Arcee through the dark caves, her magic lighting their way. Starlight nervously followed at the group’s end, making sure the weapons attached to Bulkhead’s back did not fall off.

“Are we close yet Twilight?” Bulkhead asked.

“We are approximately seven meters, twenty four centimeters, and six point five millimeters away,” she answered.

The confused Autobot turned his head towards Arcee, looking at her desperately. “Yes, we’re close,” she told him. “I think.”

After about a dozen paces, Twilight spoke again. “Alright, we...are...here!” she said.

With that, Starlight trotted to the front of the group, taking her place next to Twilight. As their horns ignited, their magic enveloped the two Autobots. A few moments later, and they were teleported above ground, behind a medium sized building.

Bulkhead opened his mouth to speak, but Arcee hastily put her hand over his mouth.

“-so then I say: ‘What are you gonna do about it, ya filthy wheeler?’” one of the Vehicons standing guard on the roof above them.

“Thank you for your cooperation, princesses. I assure you no harm will come to your people now. You may lower your shield now, it is no longer necessary,” Megatron told them, before turning his attention to Prime. “Tell me, Optimus, how does it feel-” he paused, giving himself an opportunity to punch Prime in the abdomen. “-to be betrayed by those you fought so hard to protect?”

Optimus said nothing, merely bending over and clutching his stomach. Megatron could only laugh, backhanding his brother as he chuckled. “What was that? I couldn’t hear you,” he said. He kept hitting Optimus, striking his head again and again, soon drawing energon from his mouth. The blue liquid collided with the street, staining it blue. The others could only look on helplessly as Optimus endured his brother’s abuse.

Kickback struggled to hold Bombshell back. The general thrashed against the scoutsmaster, venom dripping from her fangs. "Not yet Bombshell, wait," Kickback told her.

“Yeah, he thought they were so tough when he knocked me out. He said 'that’ll teach you to badmouth us wheelers!' But a week later, Lord Megatron threw us off the Nemesis after some Autobot,” the Vehicon told his companion.

Arcee crouched behind the two, praying to Primus they would move. “Bet he was sorry to be a wheeler then,” the second trooper added. The Autobot groaned internally.

Suddenly, an explosion ripped through the building. The blast left the Autobots and their companions unharmed. With the guards gone, the two bots sprang into action. Bulkhead stood atop the building, allowing Arcee to latch onto his back. She carefully took aim, losing two energon bolts at the Nemesis’ engines.

Megatron’s hand rose into the air, ready to strike Prime once again. Suddenly, something froze his hand in place. He abruptly turned his head, both enraged that someone dared to grab him, and pleased that he would get a proper fight.

He quickly discovered Celestia was restraining him. Without hesitation, he backhanded her, sending the princess flying backwards. She collided with a building, creating an alicorn shaped hole as she smashed through it’s front. Before Megatron could revel in his small victory, he felt a fist slam into his jaw. He fell backwards, cracking the street as he landed.

The warlord quickly righted himself, only to duck again as Optimus’ blade passed over his head, sending out a wave of sparks as it scraped his helmet. He shuffled backward in an effort to put some distance between himself and the enraged Autobot, but Prime would not allow it, lunging forward as he took another swing. Only through the covering fire of his Vehicons was Megatron allowed to escape his brother’s wrath.

“Decepticons, attack!” he ordered, before changing forms and returning to the Nemesis.

Despite seeming to be out of passion, Prime’s attack served a tactical purpose. While he was attacking Megatron, the Vehicons watching him were too distracted to notice others scurrying to cover. As Optimus ran to Celestia, battle mask on his face, a hail of energon bolts crisscrossed over his head, with a few bolts of magic intermixed. As the bolts flew forward, the changelings attacked the Decepticon's rear, using their magic shields to impact the Cybertronians in a single charge. He found the princess laying in the rubble of the building, dazed and dusty, but seemingly unharmed. In the interest of not getting shot, he grabbed her roughly, quickly pulling her into an alleyway.

“Are you alright?” he inquired as he propped her up against one side of the alley.

“I’ve been in worse positions,” she told him, only now recovering from her daze.

The two stayed there, pinned next to the building, the gunfire to thick for them to move. The wait was agonizing; the two were helpless, at the mercy of their friends to free them.

“Celestia,” Prime said suddenly. “this may seem like an inopportune time, but I have something important to ask you.”

She looked up at him, confused, but understanding. “What is it?” she asked cautiously.

“If you refuse my request, I will understand, but…” Optimus paused, turning his head towards the princess and looking her in the eyes. “If I defeat Megatron, but cannot bring myself to kill him, I need you...to finish him.”

Celestia couldn’t help but stare at Optimus. His request left her absolutely dumbfounded. “...I’ll do it,” she finally told him.

Optimus looked away from her, ashamed. “I’m sorry.”

Celestia smiled, placing her hoof atop one of his hands. “Don’t be,” she told him. He looked back at her, his eyes softening as he smiled under his face-mask.

Chapter 21

“I...I can’t believe it! The princesses...Twilight...sold out the Autobots?!” Rainbow Dash asked in shock.

“Hold yer horses R.D. Ah’m sure there’s a good reason they’re doin’ this, we just can’t see it yet,” Applejack assured her.

“You’re right Applejack. Look!” Starscream interjected, pointing into the city. From their angle, the three could see Bulkhead, Arcee, and Twilight crouching behind a building, which unfortunately had two Vehicons posted on top of it. “What do’ya thin’ they’re doin’?” Applejack questioned.

Starscream brought his claw to his chin, before his eyes widened in realization. “They do not know we disabled the weapons,” he reminded her.

“Well what’da we do?” the farm-pony asked again.

“Stay here, I will aid them,” he ordered, before dropping of the mountainside and changing form. Rainbow Dash carefully followed him, holding Applejack under her.

He passed over Arcee and Bulkhead’s hiding place, launching a missile at the two Vehicons blocking their way. Then he strafed the streets, clearing them of any Vehicons.

Optimus and Celestia remained hidden in the alley, the only safe haven from the hail of deadly gunfire. Suddenly, a series of energy bolts ran down the street. Not long after, the sound of a large explosion echoed through the street. Soon the fire cleared enough to allow Prime to peer out.

“Be careful,” Celestia warned.

Optimus nodded, before drawing his gun and looking into the street. “We need to move, now!” he ordered.

Prime and Celestia darted across the street, firing a few bolts of magic and energon as the moved, before reuniting with Luna, Rarity, Ratchet, and Smokescreen across the street.

“Ratchet, what happened? Who strafed the street?” Prime asked.

“As hard as it is to believe, Starscream,” Ratchet told him.

“Starscream?” Prime and Celestia asked in shock.

“I’m just as surprised as you are” Ratchet said.

Suddenly, Rainbow Dash and Applejack landed next to the group, eliciting a gasp as they surprised them. “Princesses, Optimus, y’all need to listen! The Nemesis’ weapons don’t work no more! Starscream sab-o-tadged them!” Applejack told her superiors.

“Are you saying the Nemesis is harmless?” Luna asked.

“Harmless as Fluttershy,” Rainbow Dash answered.

“Well, that certainly simplifies things,” Celestia pointed out.

“Regardless, we need to move quickly,” Optimus said, before turning to the princesses. “Celestia, Luna, I need you to clear the skies. Can you do that for me?” he asked, earning a nod from both princesses. They leapt into the streets, flapping their wings as they began to ascend. Optimus kept his eyes locked on them as they rose. He closed the briefly, breathing a sigh of relief as the pair safely took flight, before turning back to Ratchet and Smokescreen. “Cover me,” he ordered.

Celestia and Luna took flight, quickly flapping their wings to gain altitude. As they rose, two squadrons of Vehicons flew towards them, unleashing a flurry of energon bolts in the direction of the sisters. Both alicorns dodged the deadly blasts with ease, before unleashing their magic on their attackers. Magic missiles flew out of the sisters’, forcing the unlucky soldiers took evasive actions. Regardless of their fancy flying, none of the Decepticons could shake the missiles, and the magical projectiles struck each of them one by one. The magic missiles weren’t meant to kill the Decepticons; rather, each was a paralysis spell that would last about a week.

With the fighters dispatched, the pair continued to rise, eventually landing on the deck of the Nemesis.

“Hello, your majesties,” a voice from behind them greeted. The sisters turned to see Megatron, with the Matrix of Leadership around his neck. “Welcome to my warship, the Nemesis.”

“Take it off,” Celestia commanded in a harsh tone that sent chills up her sister’s spine.

“Oh, do you mean my trophy? As I told Prime, it rests around the neck of its rightful owner,” Megatron told her, grinning as her nose wrinkled in anger.

“Megatron, we needn’t fight. I too know what it is like to feel anger towards a brother, or in my case, a sister,” Luna paused, gathering herself as she was nearly overcome with emotion. Her speech was taking a tole on Celestia as well, as her nose returned to its smooth, flat state. “But war is not the answer. You’ve killed your own planet, what else is there to fight for?”

“What else is there to fight for?” Megatron asked. “Freedom.” Both sisters’ eyes widened at the warlord’s words. “For centuries I was a gladiator in the pit, forced to kill for the amusement of Cybertron’s affluent; forced to kill my friends as the high council watched on in amusement. When Optimus freed me from that life all those years ago, I swore I would be slave to no one. That is why I could not accept Optimus as Prime, and why I lost a brother,” he explained his tone almost remorseful. Almost.

“You are a fool Megatron,” Celestia said suddenly. Both Luna and Megatron turned towards her, shocked and confused. “How can you not see that in your fight for freedom, you’ve become just as oppressive as those high council members you hated so much?”

“My oppression is justified! This is war! I must maintain order!” he hastily answered.

“And how many opportunities have you had to end the war? How many times has Optimus extended an arm of peace to you? How many-”

Without warning, Megatron lunged towards the solar princess sword first. Thinking quickly, Luna roughly jerked her sister aside, saving her from the blade. Megatron’s sword embedded itself in the Nemesis’ hull hilt-deep, pushed in by his own weight. He quickly withdrew his sword, using his immense strength to draw it out of his ship like it had never been stuck. “This little chit-chat is over.”

Starscream turned back towards the Nemesis for another straif, observing the battlefield during the turn. As he did, he found Bumblebee locked in combat with Dreadwing. The scout unleashed a flurry of blows against his attacker, but the larger Decepticon shrugged each off, and retaliated with an overhead slash. Dreadwing’s sword cut into the surface of Bumblebee’s armor, drawing energon and sending sparks flying. Bumblebee fell to the ground, clutching his chest as energon trickled down his arm. As he feel, Dreadwing lifted his sword into the air, readying to deliver a final blow.

Starscream knew he had to act quickly. He immediately changed his vector, plotting a course directly towards Bumblebee. Despite his speed, Starscream was still to slow. Luckily, Arcee intervened, using her arm-blades to perry Dreadwing’s attack. Enraged, Dreadwing kicked Arcee, forcing her to slam into Bumblebee. The two created a mass of metal and energon, one Dreadwing was ready to cut apart. He raised his sword yet again, only to have Starscream catch it in his hand.

Arcee and Bumblebee looked up at the two Decepticons, completely dumbfounded. “Starscream?” Arcee asked in shock.

The former Decepticon didn’t answer her question, rather he dropped a syringe of a red liquid. Arcee picked up the strange device, looking it over curiously. “Don’t just look at it,” Starscream shouted impatiently, his knees buckling under Dreadwing’s might. “use it!” Rather than injecting herself, Arcee placed the syringe to Bumblebee’s arm, directly thrusting red energon into his veins. In a split second, both she and Bumblebee disappeared, the power of the red energon rendering them nigh invulnerable.

Dreadwing paused for a moment. His quarry had escaped. Yet again, he failed to avenge his brother and it was all Starscream's fault. Unadulterated rage flowed through him as he returned to reality, where he realized Starscream had fled. “Coward,” he spat as he gave chase.

Starscream panted as he ran, carefully going over his life choices. “Now I remember why I’m not a hero,” he said as he scurried away from his closing assailant. As he passed a stack of boxes, he pushed them over to block the street. The wooden crates were little more than paper before the furious Decepticon. He splintered them effortlessly, continuing his chase unimpeded.

“Starscream!” Upon hearing his name, the Decepticon to see Optimus running towards him. He froze, holding out his hands as he waited for the savage beating Prime would no doubt unleash upon him, and waited, and waited. Suddenly, he heard a loud thud from behind him. He finally found to courage to uncover his eyes, and he was shocked by what he beheld

Optimus had kicked Dreadwing into a building, sending shattered bricks and deformed pipes flying, though the strike failed to daze dreadwing for long. He renewed his assault, this time focusing his wrath on Prime. He unleashed blow after blow upon Optimus. The Autobot was able to block each blow with his hastily drawn blade, but just barely. Forced to think quickly, he grabbed a nearby piece of pipe and, with one strong thrust, lodged it’s jagged tip into his adversary’s chest. Dreadwing howled in pain as he felt the pipe rip and tear his chest. In spite of Prime’s valiant effort to achieve the contrary, the strike was not fatal, though it did buy him valuable time to distance himself from Dreadwing.

The Decepticon lurched forward, bent on continuing his assault, only to find himself in great pain. The piece of bumbling embedded in his chest had wedged itself between him and the street. He tried to use his free hand to remove the pipe, but it wouldn’t budge. Finally, out of desperation, he cut the pipe, leaving only a fraction of it in his chest.

As the pipe rattled against the ground, Dreadwing lunged forward, swinging his blade wide and from the right. Optimus raised his own blade, deflecting the blow. Suddenly, Dreadwing’s fist came from the left, sending sparks flying as it collided with his face-plate. He raised his sword and swung down from the right. Optimus leapt backwards, but not in time to avoid the blade. The tip of the sword cut through sun visor on his chest and the metal frame around his window.

Suddenly, a loud scream echoed through Canterlot. Something fell from the Nemesis, which Optimus instantly recognized.

Seeing Prime distracted, Dreading raised his blade yet again, but Optimus was too fast. He delivered a blindingly fast kick to the pipe embedded in his opponent's chest. Dreadwing’s sword instantly fell to his side as he used his free arm to clutch his chest in pain. Seeing an opening, Optimus quickly drew his ion cannon, firing several times into Dreadwing’s shoulder. Each bolt melted and battered the shoulder, ripping the metal flesh apart until the sloppily severed arm fell to the ground. The one armed Decepticon knelt to the ground, clutching the stub of his severed limb.

With his opponent defeated, Optimus retracted his sword and gun. Dreadwing glared up at the Prime, releasing his wound and slowly reaching for his sword. “Dreadwing,” he said as he turned away from the Decepticon. “do what your brother could not, and stay down.” He changed forms and drove away, leaving the wounded Decepticon in a growing pool of his own energon.

Chaptes 22

Celestia and Luna took mirroring battle stances, pointing their horns down toads their adversary. Megatron charged them again, but the sisters were too fast, putting up a shield before he reached them. The Decepticon crashed into the barrier full force, only to bounce off it as though he were a child on a trampoline. He shuffled backwards, forced off balance by his own force. With an opening, Celestia charged forward, while her sister held back to cover her. The older sister encased her horn in magic, before driving it into the Decepticon’s chest. His armor was too thick to pierce, though it did leave a dent in the silver metal. The thickness of his armor surprised the princess, but she knew it would be a mistake to give Megatron an opening. Instead, she reared up, kicking the warlord with her front hoof, before using her wings to flip backwards, kicking him again with a rear hoof on her way back. Luna plucked her sister out of the air, using her magic to quickly pull the older alicorn to her side.

Megatron quickly recover from Celestia’s blows, his eyes seemingly burning as he scowled at the two. He charged them again, this time letting his sword-arm trail behind him. Rather than putting up a shield, Celestia turned her feathers to metal, rearing up and locking her make-shift weapon with Megatron’s sword. The two pieces of metal sent sparks raining down on Luna, who’d pointed her horn through her sister’s lower legs. Her magic went out in two directions, encircling the Cybertronian’s legs until the two met behind him. She abruptly, pulling the warlord’s legs together. As his legs met, Celestia fired a magic bolt into his chest, knocking him backwards. Once he was on his back, Celestia fell upon him. She pinned his shoulders down with her forehooves, before slashing the right side of his chest.

Before she could do much damaged, Megatron grabbed her by her torso and casting her aside. He smile as the princess skidded across the deck of the Nemesis, until Luna gave him the same treatment.

Luna rushed to her sister’s side, helping her up as she recovered from Megatron’s blow. “Are you alright?” she asked.

Celestia wobbled briefly, before jolting to attention. “I’m fine. Come on, let’s finish this,” Celestia answered.

The two sisters leapt into the air, hovering as they touched their horns together. “Megatron,” Luna bellowed, using the Royal Canterlot Voice. “You have committed crimes against your planet, your race, Equestria, and your brother.”

“For that,” Celestia continued. “we imprison you for a thousand years.” A rainbow shot out of their horns, darting towards the warlord.

Then, he did something no other being had ever done. He dodged the rainbow. The blast struck the Nemesis’ deck, dissipating harmlessly, it's target gone. Without warning, he leapt into the air, grabbing Luna by the horn and plucking her from the sky.

“Luna!” Celestia screamed in terror. She whirled around, but she was too late. Megatron cruelly crushed the younger alicorn’s horn, causing her to release an agony filled howl of pain, before throwing her off the warship.

Celestia rushed to the side of the Nemesis, looking down over the side. She attempted to catch her, but in her haste, she neglected Megatron. The Decepticon effortlessly snuck up behind her, before slamming her face into his ship. He grabbed her by a wing, which had extended out of shock, crushing it as he lifted her. A small stream of dark energy trickled down Celestia’s wing as her metal feathers cut into his hand.

He held her up to him, looking her in the eyes as blood ran down the front of her snout. He smiled, his jagged, sharkish teeth gleaming in the sun. He carried over to the opposing deck, holding her over the streets of Canterlot. She struggled against him, causing the Decepticon to clutch her wing tighter. A yelp of pain escaped the princess’ lips as blood trickled out down the vice of his hand, mixing with the dark energon already painting her body.

“Now, princess, you die,” Megatron told her.

Optimus sped down the streets of Cantertlot. The speed he was going at a dangerous speed, but he didn’t care. He finally reached the spot where Luna fell to find Twilight, Smokescreen, and Ratchet in a huddle. Upon seeing Prime, Ratchet and Smokescreen parted, revealing Luna, who was battered, but breathing. He changed forms, kneeling next to the crippled princess.

Luna, are you alright?” he asked.

She looked up at him, her eyes full of pain, but still determined. A trail of blood ran from her now broken horn to the back of her chin, turning her navy blue fir purple. “Y-yes,” she stuttered in a vain attempt to mask the pain she was in.

Prime looked to Ratchet, who nodded, already knowing his question. “Twilight caught her. Her only injuries are her shattered horn and a few bruises. I gave her some of the pain suppressants we kept from Earth,” the doctor explained.

Suddenly, Luna lifted a hoof to Optimus, resting it on his shoulder. “Optimus, my s-sister is still on the Nemesis-ah-haaa. Hurry, please!” The alicorn lifted her other forehoof to her head, wincing in pain.

Prime removed her hoof, gently guiding it back to the ground. He rose, turning to the younger alicorn. “Twilight, I need a ramp,” he told her. She nodded nervously, before rushing to the corner of the building.

She took a deep breath as her horn ignited. She reached out with her magic, allowing it to seep into the streets, before tearing them up, creating a purple glowing incline pointed straight at the Nemesis. Before Twilight even realized head changed forms, Prime sped past her, dragging her mane and tail after him. He launched off the end of the ramp, flying towards the Nemesis.

“Now, princess, you die,” Megatron told her. He released the pony, grinning with immeasurable malevolence as she flailed her hooves wildly, desperately searching for something to grab onto. As she fell, Celestia thought about her sister and Twilight. She knew Prime would take care of them.

Just as she accepted death, a black hand grabbed her forehoof. Suddenly, another hand grabbed her other forehoof, much to her surprise. She looked up at the pair of hands, discovering they were connected to a pair of red arms, which were in turn connected to a pair of red shoulders. Once she reached her savior’s shoulders, she found the framing a familiar face.

“Hold on Celestia, I have you,” Optimus told the princess as he pulled her back onto the Nemesis. She curled her hooves around his arms, using her back hooves to climb up the Nemesis. Once half of her body was over the side, he reached an arm out and grabbed her flank, hoisting her onto the ship. “You’re safe now. How badly are you-”

Optimus found himself quickly and without warning engulfed by a large white wing as a pony head rested next to his. “Thank you,” she told him.

“Graugh.” Megatron groaned as he recovered from the impact of Optimus’ grill. Optimus gently pushed Celestia away, before turning to face his brother.

“Stay here,” Prime ordered. He drew his sword, the blade protruding from his wrist as his hand curled into his arm.

He charged Megatron before Megatron could fully recover, sliding on his battle-mask as he ran. He swung his blade at the Decepticon, but he was quick enough to lock blades with Prime.

“Is something wrong Prime? I didn’t hear any pretentious speeches,” Megatron observed.

Optimus threw his weight against his brother’s blade, before quickly dashing backwards, breaking the lock. “I have nothing left to say to you,” Prime told him. Without warning, he changed forms, before he plowed down Megatron, Having run his opponent over once, Optimus shifted into reverse, preparing to do it again. As he sped towards Megatron, the warlord righted himself, now with twin tire marks on either side of his body. He grabbed Prime’s back end, using his immense strength to lift the Autobot into the air. He slammed Optimus’ cap into the deck, shattering his left side window and headlight. He again raised the Prime, preparing to even out the damage, when the Autobot suddenly changed forms. Optimus delivered a stern kick to Megatron’s face, forcing his brother to release him, then drew his sword and slashed him across the chest.

Optimus and Megatron’s blades became blurs of blue and purple, periodically clashing with each other in a spectacular rain of sparks. As the two bots fought, Celestia silently cast a spell on her shattered wing, which encased it in hard crystal. She dashed under Optimus with a bit of speed, undeterred by the sparks raining down on her from the two ‘bots grinding their swords together. She slashed the side of Megatron’s knee, before teleporting onto Prime’s shoulder and firing a magic bolt at the warlord’s chest.

The bolt did little to the Decepticon, but staggered him, giving Optimus an opening. The Autobot surged forward, his sword slicing across Megatron’s chest in a silver and red blur. He raised his sword over his head, before bringing it down again. He slashed through Megatron’s shoulder plate, severing the two spikes on his left pad. Megatron swung his sword from the right, only to have Optimus spin around and block his blow. He threw a punch at Prime, but Celestia raised a shield, blocking his fist. The magical barrier cracked and buckled, but still held firm.

With both his adversaries arms occupied, Optimus kicked Megatron in the abdomen, knocking him back. Working in unison with her friend, Celestia fired another magic bolt. She was still unable to pierce his armor, but with his balance thrown off, her bolt propelled him backwards, his body grinding against the Nemesis.

The Decepticon righted himself, dazed, but aware enough to see Optimus and Celestia charging him. He quickly aimed his fusion cannon, losing a volley of energon bolts. As the lethal projectiles flew towards the pair, Celestia raised a shield. The barrier blocked each bolt, but severely drained the princess. She panted heavily as her hooves shook, struggling to keep a hold of Prime. Regardless, she allowed them to close the gap.

Optimus swung his blade, briefly clashing with Megatron’s sword as it ricocheted off the weapon. He followed the attack with a punch, which managed to knock out one of Megatron’s teeth, and another slash across his lower chest. “Restrain him” he ordered quickly. Celestia heeded his command, calling upon the last of her strength to forge two magical chains. The golden constructs wrapped around Megatron's wrists, then attached themselves to the deck of the Nemesis. With his opponent restrained, Optimus drew his sword back, prepared to deliver the fatal blow, when Megatron’s foot slammed into his chest. The speed of the blow surprised both Prime and Celestia, knocking the larger of the two off his balance. Celestia flew off of Prime’s back, slamming into the Nemesis’ deck a few yards behind him.

Within an instant, Megatron was on top of Optimus, holding his neck to the warship with one arm while he drew back the other. He trust his blade forward, but Optimus was too quick and grabbed his arm, stopping the sword inches from his face.

Megatron growled in frustration, exerting more force on his arm. Both brothers grunted as they pushed against each other, their eyes locked. As his blade touched Prime’s face, Megatron smiled with delight. His victory was so close. Without warning, he roughly drew his arm back, tearing it from Prime’s grasp. He pointed the blade down, aiming it at Optimus’ very spark.

Then, just as he readied to deliver the final blow, just as he prepared to end their centuries long war, something cut into his back. A cry of pain escaped his lips as what felt like several small blades cut into his back. He continued to howl as he felt himself lifted off of Prime and thrown onto the deck of his own ship. “No!” he screamed just before impact.

As he writhed on the metal, he looked up at his attacker, the one who had so cruelly robbed him of his victory: Starscream.

Chapter 23

Every set of eyes on the Nemesis fixed on Starscream. Megatron’s wide eyes looked up at the former Decepticon in shock, while Optimus and Celestia smiled at their savior. Suddenly, Megatron’s face morphed from wide-eyed shock to that of burning rage. Within an instant, the warlord returned to his feet, his gaze transfixed on Starscream. Before the traitor realized his former master had even stood, Megatron cut upward, drawing a short trail of energon from Starscream’s wing.

Starscream leapt backwards, putting some distance between his former master. He clutched his wing, feeling the energon periodically pulse onto his hands. Knowing he couldn’t survive a minute against Megatron if he was being generous, he ran, Megatron gave chase, as Starscream knew he would, his other two adversaries absent from the warlord’s mind.

Optimus had not been idle during Starscream’s distraction. The Autobot crawled towards his princess, his metal knees grinding against the deck of the Nemesis, creating an ear splitting tone. He finally reached the pony, rocking her gently in an effort to jolt her from her daze. She blinked repeatedly, focusing her mind again. “Celestia, are you hurt?” Optimus asked.

The princess tried to right herself, but howled in pain and sank back to the Nemesis’ deck. Megatron’s blow had shattered her wounded wing’s protective casing, leaving it a bloody mess of mangled feathers and crystal. “I can’t move, I’m sorry, I-”

“We have no time for apology,” Prime told her, his tone caring, but with a undertone of urgency. “Do you recall what we practiced in the forest?” he asked.

Celestia’s eyes widened as she recalled their session. “I don’t have that much magic left, but it might just be enough,” she told him.

Optimus nodded. “Do it.”

Celestia closed her eyes as she focused, using her horn as a conduit for the power contained within her. Again, Optimus felt the strength he had felt before begin to fill him, but it came to him more slowly this time than their practice session. The fight was taking its tole on Celestia.

As she transferred her strength, the light from the alicorn’s horn caught the attention of Megatron. He turned towards the light glistening out of the corner of his eye just in time to see Prime kneel in front of the white princess. He was clueless as to what they were doing, but he knew he needed to stop it.

Starscream also noticed the faint glow. Without so much as a hint of hesitation, he placed himself between his former master and the leaders. He caught Megatron’s blade in his hands, pinning its deadly edge between his armored palms. The mighty blow buckled the Seeker’s knees, a flurry of sparks raining down on his face as the blade met his hands. Megatron scowled, applying more pressure to his blade.

“Why Starscream?” Megatron asked. “You could have flead, and yet you stay. Why throw away your life so foolishly?”

“That’s a question you should be asking yourself,” the former Decepticon spat.

Megatron’s scowl intensified. He ripped his blade from Starscream’s glass, pulling the traitor with it, removing the shield that protected the Prime. He drew his blade back, prepared to deliver the finishing blow.

“Look out!” Celestia cried, her eyes wide as she stared up at the silver blade. Optimus turned, but the sword was already descending towards his mark. The weapon found a mark, spraying energon down on the alicorn under Prime. It ruptured the bot’s spark chamber, wounding him fatally. Energon sprayed down onto Celestia’s face, forcing her to close her eyes. More dripped onto her chest from Optimus’ face plate.

Starscream let out a pitiful groan as he watched his own energon drip off the point of Megatron’s sword. The warlord withdrew his blade, snarling as Starscream’s all but lifeless body clanged against the Nemesis’ deck. Energon coated the blade, and a small amount had sprayed onto the Matrix. He raised his blade again, but he soon realized he failed.

Optimus thrust his fist upward, a new fire burning in the Autobot’s eyes. His blow connected with the warlord’s jaw, liberating two more of Megatron’s captive teeth as it sent the Decepticon soaring over his warship. He slammed into the deck, creating a series of flashes in the metal hull before his head slammed into the console, nearly ripping it off the ship.

Prime leapt to his feet, rushing towards Megatron with his sword drawn. Just as he closed the gap, Megatron came to his senses, drawing his own sword just in time to block Prime’s strike. Their swords crossed as sparks darted in all directions, bouncing off their chests before their light was snuffed. The pair broke into a new flurry of motion, their blades meeting as each struggled to create an opening.

Finally, Megatron broke the constant clashing, parrying a stab from Optimus and grabbing the back of his brother’s head. He slammed Prime into the deck, pinning him with one hand as he lifted his other arm. Before Megatron could kill him, Optimus trust his elbow skyward, planting it between his warlord’s eyes.

Megatron staggered, releasing the Prime from his grip. He spun around, looking Megatron in the eyes, one of which was slowly becoming purple as dark energon leaked into it. The pair engaged in another series of clashes, the Matrix swinging as the two locked blades time and time again. Then, in one swift motion, Optimus grabbed the Matrix, severed the chain attaching it to Megatron’s neck, then slammed his shoulder into the center of the Decepticon’s chest. He staggered backwards, then jolted as he noticed his Matrix was gone. “Do you really think that relic can save you?” he asked Prime.

Before he could continue, Optimus gave him his answer. “No,” Without warning, he threw the Matrix off the side of the Nemesis, sending it plummeting to the streets below. Celestia smiled as she watched events from across the deck. Once he recovered from the sock, Megatron’s face contorted into a scowl, bearing his jagged teeth at Prime.

“You...you fool!” he growled, before firing a bolt from his fusion cannon. Optimus dodged the bolt, drawing his ion cannon and returning Megatron’s shot. The two exchanged several more vollies, each shot becoming increasingly harder to dodge, until one of Megatron’s bolts struck Optimus in the leg. The blast tore through his armor, breaking off part of his blue leg plate now a bent and deformed mass of metal. Megatron laugh, then gasped in pain as one of Optimus’ bolts struck him in the lower chest. Ordinarily, the bolt would have dissipated on impact with his thick armor, but the Autobot had aimed carefully, causing the bolt to impact on the gash he made earlier in their melee. Megatron grunted in pain, clutching the place where the energon bolt had impacted; he could feel that the shot had bent back his armor, allowing more dark energon to leak from his body.

“Why won’t you die?!” he howled in anger, before he changed forms and rammed Optimus. The Decepticon flew over the side of the Nemesis, pulling up as he soared towards the sun. The air around him cried out in agony as he cut through it, then exploded as he pierced exceeded the speed of sound. All the while, Optimus lay pinned to his brother’s nose by the insurmountable strength of the air behind him as it pressed against his back.

Suddenly, Megatron’s engine’s wails were silenced. He fell, freeing the Autobot from his nosecone. As soon as Prime was far enough away, Megatron opened fire, sending a volley of purple energon bolts streaking past his adversary, searing the paint off his head and shoulders as they flew skyward. Optimus quickly recovered from the shock of Megatron’s attack, drawing his ion cannon and sending several bolts of his own flying towards his brother in one elegant motion.

The two exchanged fire for some time, before one of Prime’s bolts struck Megatron on the outer part of his wing, shearing off the silver tip. The Decepticon turned end over end, spiraling back towards the ground. As he did, Optimus pulled in his arms, then angled his head downward. He dropped towards his brother with tremendous speed, latching onto his brother when they feel half the distance they had ascended moments ago. Once Megatron felt his brothers touch, he changed forms, latching onto Prime in turn. The two grappled with each other, landing small, insignificant blows born from desperation.

Suddenly, gravity cut their fight short. Both warriors slammed into the deck of the Nemesis, creating a pair of shallow, Cybertronian shaped dents in the ship’s hull. They separated, bouncing away from each other in a series of metallic clangs. The impact shattered Optimus’ windows, sprinkling the Nemesis’ deck with tiny, glittering shards of glass.

The two warriors writhed in pain, groaning as they aimlessly rolled. Megatron was the first to recover from the impact. He smiled wickedly as he realized Optimus had not yet recovered, then drew his sword and slowly strolled towards Prime. He drew his blade back, angling it down towards the still dazed Prime. As the Decepticon thrust this sword forward, his brother regained his senses, He rolled out of the way, escaping the blade with only a scratch on his paint, before drawing his own sword and slashing Megatron across the gut.

The warlord fell to one knee as he clutched the fresh wound in his abdomen, forced to draw his sword and huse one arm to stabilize himself. Optimus didn’t waste his opportunity, quickly severing the Decepticon’s fusion cannon in one swift swipe. The weapon clattered to the deck, and he hastily kicked it away. The two stared at each other for a moment. The fight was over, and the outcome managed to surprise them both.

“Well, what are you waiting for? Finish it!” Megatron spat.

Optimus’ gaze hardened as he raised his sword, the sun glinting off its razor sharp edge. Still, despite his brother’s harsh words, his arm failed him, causing the blade to subtly shake, much to Megatron’s amusement.

“You still cannot finish me, can you?” he asked with a chuckle. “Despite all that I’ve done, millennia of ceaseless war, untold millions dead by my hands, you’re still too weak.” He began to stand, but Optimus was quick to deliver a jabbing blow to the side of his face. Megatron was quickly forced back to his knee, his brief smile now gone. He began to rise again, this time more slowly. “Oh, come now Optimus, we both know you’ll let me go, just like you always d-guh!”

Without warning, a glowing golden slance embedded itself in his chest. It had entered from his back, using one of the holes created by Starscream’s claws to impale the Decepticon. He remained standing for a moment more, his eyes wide in shock, then fell to his knees, then his chest. The lance dissipated allowing a torrent of dark energon to flow from Megatron’s fresh corpse.

Without looking, Optimus knew the source of the projectile that killed Megatron. He stared at the body a moment, before limping over to Celestia. She’d managed to crawl away from Starscream’s corpse, leaving a thin trail of her own blood back to the fallen hero. Her knees buckled and gave out from under her, forcing her to lay belly first on the deck. After managed to drag his mangled body for what felt like miles, he turned his back towards the princess, and fell onto the deck beside her. He landed with a loud thud, which sent the princess flying into the air for a brief period. He stared upward, letting out a long sigh as his face mask retracted.

Dreadwing lay on the stone road of Canterlot, clutching the stub where his arm once resided as his life blood leaked out into the world. Suddenly, he felt the very ground under him disappear before he fell through a glowing blue and green portal. Gravity shifted as he plummeted, forcing him onto his feet. He nearly fell over, but a pair of long, thin arms caught him. Soundwave stood next to him, supporting him as he threatened to fall. Knockout aproatched from his other side, helping Soundwave.

"Wh-where is Lord Megatron?" Dreadwing asked.

"Dead," Knockout answered bluntly.

The lieutenant recoiled in horror. Lord Megatron was invincible, how could he have been killed. "That...cannot be!" he shouted in denial. He struggled against the two Decepticons, unable to accept his master's fate.

"Listen, you can stay and get scrapped if you want, but the rest of us are getting while the getting's good," Knockout told him, motioning to a medium sized ship in front of them; it was nowhere near the size of the Nemesis, but it could carry about fifteen bots through deep space. Deadwing stopped struggling, then begrudgingly entered the ship, cursing under his breath as his head hung low. As he boarded the ship and Knockout began to dress his wounds, he knew who was responsible for this, and he would have his revenge on them. This planet had not seen the last of the Decepticons.

Chapter 24

Applejack gazed out the window of the train, letting the melodic sound of the train’s wheels as her thoughts drifted. The battle in Canterlot had was over, and they’d won. On top of that, no ponies died. She had every reason to be jovial, and yet all she could do was look at the countryside as it zipped by.

“Hey AJ, you okay?” Rainbow asked from the seat across from Applejack.

“Ah’m not lookin’ forward ta breakin’ tha news to tha Crusaders,” Applejack told her.

“I know what you’cha mean AJ,” Dash said, slumping back in her seat.

A metallic squeal filled the train compartment, filling Applejack and Rainbow Dash with dread as the vehicle slowed to a halt. The two mares disembarked the train with the other ponies, just in time to see a crowd gathering. They citizens of Ponyville swarmed the train, eagerly awaiting its alien occupants. The Autobots, minus Optimus, rested on a series of flat cars, secured by nets. As the train’s various parts hissed with pressure, the Cybertronians released themselves, lifting the nets off their bodies as they changed forms. The ponies cheered as their new heroes walked among them, though they still kept a fair distance for fear one of those heroes might step on them.

Apple Bloom, Sweetie Belle, and Scootaloo were among the crowd, under the diligent watch of Braeburn. “Ah don’t see Starscream,” Apple Bloom said as she scanned the precession of victorious warriors.

“Oh no, what if he decided he likes canterlot better?!” Sweetie Belle shouted, her face twisted in horror.

“Nah, he’s probably just getting a medal from the Princesses or something,” Scootaloo proposed.

“Yeah, I bet that’s it!” Apple Bloom agreed.

Overhearing the Crusaders talk make Applejack tear up. Summoning all her strength, she waved a hoof at her sister. Apple Bloom’s mouth widened into a grin before she ran up to her sister for a lunging hug. Applejack returned the show of affection, wrapping her hoof around her little sister’s back. “It’s good ta see ya Apple Bloom,” Applejack said, the tone of sadness momentarily removed from her voice.

“It’s good ta see you too A.J.” Apple Bloom told her.

“Hey Applejack, where’s Starscream?” Scootaloo asked.

Applejack’s happiness suddenly disappeared. “About that,” she began, swallowing as she set Apple Bloom down. “Ya see tirls, Starscream was very brave in the battle.”

“I knew it! I bet he played a key roll,” Sweetie Belle exclaimed.

“Y’all bet he did,” Applejack told them, feeling a tiny sense of pride for the late reformee. “He saved Optimus and Princess, and helped ‘em kill Megatron.”

“Really?!” Apple Bloom asked excitedly. Applejack nodded solemnly, sowing confusion in the three fillies. “Applejack, is somethin’ wrong?” Apple Bloom asked again.

“Ya see girls, Starscream...he...he got hurt real bad an’...” Applejack was forced to stop mid sentence as she found herself petrified by the Crusaders. The treo gazed up a her, their eyes wide with terror.

“Did something happen to Starscream?” Scootaloo asked tentatively.

“Starscream...he...he’s…”

“He’s dead,” Rainbow Dash interjected, her voice devoid of any emotion.

The news fell hard onto the Cutie Mark Crusaders; at first, they believed they’d misheard her, but after considering Applejack’s behavior and Starscream’s absence, they realized the truth of her words. Apple Bloom latched onto her big sister’s leg, staining her orange fur with tears as she sobbed. Sweetie Belle curled into a ball, stroking her tail as a steady stream of tears flowed from each eye. Scootaloo had the most violent reaction of the three, gritting her teeth before galloping away. Braeburn moved to give chase, but a hoof on his shoulder stopped him in his tracks. “Stay here, I’ve got this,” Rainbow Dash told him.

Scootaloo sat alone in a corner of the C.M.C.’s clubhouse. All the were closed, shrouding the filly in all but total darkness. Her head lay across her forelegs, which were propped on top of her rear legs. Suddenly, a blinding light cut through the darkness. Scootaloo lifted her head, casting a scornful eye at the intruder. The silhouette of a pegasus stood in the doorway. Though the outside light obscured many of her features, her rainbow mane gave away her identity.

“Hay’ya Scoots,” Rainbow Dash said, her voice lacking its normal enthusiasm.

“Hi,” Scootaloo responded before she returned to her self made sanctuary. Noiselessly, Rainbow Dash trotted into the clubhouse, then sat next to the filly.

“You really liked Starscream, huh?” the grown mare asked.

“He took me into space,” Scootaloo told her.

“Space, huh?” Rainbow asked, her voice carrying the slightest hint of shock.

“He said it was the very top of the atmosphere, but yeah,” Scootaloo clarified. Without warning, the filly spang onto Rainbow Dash. She looked up at her mentor as she clutched her cyan chest hair, her eyes full of sadness and confusion. “How? How did he die?”

After recovering from the shock of Scootaloo’s sudden outburst, Rainbow wrapped the younger pegasus in her wings, cradling her in an almost motherly way. “He died saving Optimus. Megatron was gonna kill him, but Starscream got in the way,” she explained.

Scootaloo buried her face in Dash’s chest, just as tiny drops of water began soaking into the older pegasus’ fur. “Why?” she asked.

“He cared about Equestria, about you. Princess Celestia told me everything. She said he could have run away, but he saved her instead,” Dash explained.

“Can...can I see him?” Scootaloo asked.

Rainbow Dash cringed slightly. “Sorry kiddo, but his last wish was for us to not let you see his body,” she told the filly as she felt tears build up behind her own eyes.

“...I’m gonna miss him,” Scootaloo said.

Rainbow stroked Scootaloo’s head, finally pushing the pegasus over the edge. She wailed into Rainbow’s chest, sobbing as the older mare began to cry too. “I will too, kiddo,” Dash said as she closed her eyes.

“Are you certain you must leave?” Luna asked.

“Yes, our decision has been made,” Shrapnel told the princess, her voice firm, but lacking any malice.

“Equestria would he more than happy to take you in, and we have no shortage of space,” Twilight said, trailing behind the two as they walked through the streets of Canterlot.

“No, Twilight Sparkle. The changelings still under need us. We'll can form another enclave and rebuild, probably even join Equestria some day,” the queen explained. As she finished their sentence, they arrived at the train station, where Bombshell and Kickback waited with bags of food and water. “For now, we will take your train to the edge of the Everfree, then leave.”

“Are you sure you’ll be alright, just the three of you?” Twilight asked.

“Like I said, we'll find other changelings, ribuild,” Shrapnel assured the princess. Twilight opened her mouth to speak, but Luna put a hoof on her shoulder, silencing the young alicorn. Silently, the changelings boarded the train and departed.

“Why did you let them go Luna?” Twilight asked.

“I understand from whence their decision comes,” she said as she turned back towards the city. “They feel they can do more good outside of Equestria than here, and I respect that.”

Optimus stood alone in the Canterlot Gardens. Behind him, a statue of Starscream kept its eternal watch over the fallen hero’s grave. The statue was made of solid marble, and rested on a pedestal with a bronze plaque that read “The Savior of Canterlot, Starscream May he find peace in the next life.” Yet this grave was not the object of the Prime’s focus. Instead, he was fixated on a small, simple steel plate embedded in the ground. This plate read “Here lies Megatronus, gladiator a beloved brother whose name was perverted for the Decepticon cause.” Of course, no pony could tell it said that. The writing on the plate was Cybertronian, carved into the metal by Prime’s own blade.

“You know, he could have a statue like Starscream.” Optimus turned to see Celestia standing behind him, watching as he looked down at the grave.

“No, this is how Megatronus would want to be buried, as a warrior, not a hero,” Optimus told her. The princess strode up to her friend, wrapping her good wing around his waist; her other was wrapped in several layers of bandages and held out from her body by a series of metal rods connected to a harness on her body. Prime looked down at her, his eyes full of concern. “Are you alright?”

“You mean my wing? The doctors say I’ll have it like this for about a month, then I’ll be fine. The crystals left a couple scars, but my feathers will cover them up,” Celestia explained.

“That is not what I meant,” Prime clarified.

Celestia let out a sigh. “I’m not proud of what I had to do, but I’m...relieved I could spare you the pain of killing your brother,” she told the Autobot with a shudder. “If I had to kill Lu-” The princess stopped abruptly, unable to finish her sentence.

She gasped as she felt an unexpected hand on her back. Optimus’ lips turned up at their ends, forming a small but warm smile. “I think that is enough gloom for the moment. How about we do something enjoyable now?” he proposed.

Princess Celestia slowly lifted a rook off the chessboard, careful to process very possible move she could choose. Certain this was the proper course of action, she moved the rook forward, knocking over Prime’s knight. The piece fell to the board, creating a soft thud, before being lifted into the air and onto the table by Celestia’s side, its rightful place. Prime briefly lifted one eyebrow as he set down the tea he was drinking. He didn’t need to drink, of course, but the beverage would do him no harm.

After briefly assessing the situation, he gently pinched his rook between two fingers, then pulled it back to capture her rook. The princess nodded her head slightly, impressed by Prime’s move. “For this being your first game of chess ever, you’re certainly very good at it,” she told him.

He shrugged. “I suppose it is what you might call ‘beginner’s luck,’” he said. Celestia chuckled knowingly, before moving a pawn forward.

The pair sat outside a coffee, though they both drank tea. Celestia frequented the shop in the decades since its founding; they never failed to make her tea just the way she liked it. Over the years, the shop's had employees endured a plethora of odd guests the princess brought there from time to time. From Discord, to a zebra king, to a dragon, they’d never failed to make the alicorn and her guest comfortable. Until that day.

Optimus wasn’t uncomfortable, but the fact that he wasn’t even carbon based threw the loyal servers for a loop. The Autobot sat right next to the rail that surrounded the shop, forcing him to take special care not to deform it, and he was forced to pull his knees into his chest. The staff had been forced to move two tables to accommodate the Prime, which lead him to ordering the tea in an effort to make the staff feel appreciated.

“Can I get anything for you and your guest, Princess?” a waitress asked as she briefly stopped by their table.

“No thank you, I’m just fine,” Celestia told her,smiling in her normal princessy way. “What about you Optimus?”

“I need nothing, thank you,” he said. The waitress gave the two a pleasant smile, before retreating into the shop.

“So Optimus, what are your plans for the future now that you and your Autobots are living here in Equestria?” Celestia inquired.

Suddenly, the smile that had adorned it since they left Megatron’s grave faded from Prime’s face. “I was afraid you would ask that,” he said. “The Autobots and I are leaving Equestria.”

There was a long silence between the two leaders. “...You’re leaving?” Celestia asked, her voice brittle as she held back a torrent of tears. Optimus nodded. “How long?” the princess asked again.

“I do not know for certain, but there are a few things we must retrieve from Earth and Cybertron, and we will likely search for lost Cyhertronians as well. I would estimate between three and five years,” he told her. Celestia’s eyes widened in shock. “Forgive me, Celestia, but as Prime I-”

A sudden fit of laughter erupted from the princess, causing Prime to cock head in confusion. “Celestia, are you alright?” he asked.

The princess managed to stem the tide of laugher, looking up at Prime as she whipped a tear from her face. “You scared me there. For a minute there I thought you’d say ‘For a century’ or something,” she said, performing her best Optimus Prime impersonation.

“I...do not understand,” Prime admitted.

Celestia couldn’t help but giggle. “To most, three or five years would be a long time, but I’ve been rather harshly schooled in the art of patience. To me, five years is little more than a long vacation,” she explained.

Optimus smiled, relieved. “Regardless, I will miss this planet,” he told her. “and you.”

“I’ll miss you too,” Celestia said with a blush. “Now, why don’t we finish this chess game.”

Optimus and Celestia entered the gates of Canterlot Palace, smiles adorning both of their faces. “That was quite enjoyable, Celestia,” Prime told the princess.

“Thank you, Optimus. When you return, maybe we’ll take Luna and Twilight along,” she said.

Suddenly, a shadow engulfed the two. The Nemesis hovered overhead, spreading fear and panic throughout Canterlot. Or it would have, if the ship didn’t have an Autobot insignia blazoned on its prow. A long yellow tube descended from the ship, connecting with the ground right in front of the Prime. Optimus let out a sigh, still smiling, though a small amount of sadness crept into his eyes. “It seems I must leave,” he said.

Without warning, Celestia leapt into the air, wrapping her hooves around Prime’s neck. Optimus staggered, before returning the favor with a chuckle. Once he regained his footing, Celestia did something strange. She placed her lips on the side of his face, then pulled them away. “Promise me you’ll come back in one piece,” she said, halfway between a request and a command.

“I will,” he said, setting the princess down. Celestia sat and watched patiently as he turned and entered the yellow tube. The tube ascended, collapsing into the Nemesis, then disappeared entirely. Finally, the ship turned skyward, slowly fading into the deep blue void.

“Well, well, it seems my sister has taken a liking to somepony.”

Celestia sighed as she rose to her feet. “I have no idea what you’re talking about sister,” the elder alicorn said.

“Oh, then I suppose that kiss was an illusion?” Luna questioned.

Celestia turned to face her sister, her eyes closed and her nose pointed upward. “Come, court is going to start soon,” she said as she strode past a smug Luna.

Author's Note

Alright, here it is, my first fanfic. WHEW:ajsleepy: I know I'm going to write a fanfic about what Discord was doing, and I might make a sequel if enough people want one. If I do, I'd like to know if there are any Autobots or Decepticons you guys would like to see, like Jazz or Grimlock.

Chapter 1

It was a peaceful night in Ponyville. A cool night breeze blew through the vacant streets, kicking up loose pieces of paper and a few leaves that had been ripped from one of the town's trees. The moon and the stars bathed the town in pale light, though that didn’t seem to bother the sleeping inhabitants. On the edge of town stood Twilight’s castles, with its owner and her dragon inside, fast asleep. Only the distant sound of crickets and the occasional hoot of an owl broke the tranquility of the village.

Then, without warning, that same tranquility was shattered by a loud boom. All at once, the ponies of Ponyville were jolted awake. Bright orange light blanketed the town. Twilight scrambled to her windows as fire filled the night sky, Spike attached to her leg. Her jaw dropped as a massive metallic hulk plummeted the sky, fire spewing from its body. The mass soared over the town, illuminating the houses under it. Sparks and even pieces of the object poured onto the town, setting fire to parts of it. Once Twilight's eyes adjusted to the light, she could finally make out what the mysterious object was; it seemed to be some kind of giant metal craft.

As the ship fell, Twilight could make out a smaller vehicle circling the larger ship, firing projectiles at it. Suddenly, a red bolt flew from the larger craft, striking the smaller one. The ship spiraled out of control, its back half was consumed by flames. It made a noble attempt to right itself, before crashing near Fluttershy’s cottage. The larger craft fared no better, slamming into the Everfree forest a fair ways away from its smaller counterpart.

“T-Twilight, what was that?” Spike asked, his claws firmly implanted in her flesh.

Twilight stood in place, frozen in awe as she blinked in disbelief. Then, she grabbed Spike with her magic, placing him on her back. He latched onto her mane as she galloped down the stairs of her castle. Once downstairs, she burst through the doors, nearly breaking them off their hinges. Rainbow Dash and the other pegasi dumped the rain from clouds into the blazes, while Applejack and her family used shovels to pile dirt on the blaze. Even Rarity was aiding the effort, using her magic, as well as some fireproof fabric, to smother small fires that had been separated from the inferno. Fortunately, none of the fires were allowed to get terribly large, nor were they terribly numerous.

“Girls!” Twilight shouted as she ran towards the three ponies.

“Twilight, darling, are you alright?” Rarity asked as she smothered one of the last fires.

“I'm fine, are you all okay?” Twilight questioned, panting from her run.

“Fit as a fiddle,” Applejack answered.

Twilight exhaled forcefully. Then she began helping the others in putting out the fires, using her magic to encase them in air tight shields. “That's a relief...what was that thing?”

“I was hoping you'd know that,” Rarity told her.

“Isn’t it obvious?” Rainbow Dash interjected while she kicked a cloud. The other three mares turned to her. “It was aliens! They've come here to get back their relics they left thousands of years ago, just like in Daring Doo and the Kingdom of the Crystal Heart!"

“Ordinarily, I’d say that’s ridiculous, but this time you might be right,” Twilight said. Rainbow Dash smiled pridfully, puffing out her chest. Suddenly, a faint scream cut through their chatter.

“That sounds like Fluttershy!” Dash shouted.

Then, another scream.

“And that sounds like Pinkie Pie,” Rarity added.

"The rest 'o the town can handle these 'ere fires, we gotta go help 'em," Applejack said.

“She's right, let's go!” Twilight complied.

As the five galloped towards Fluttershy’s cottage, each of them conjured a horrid image of what might await them. Twilight envisioned green glowing skeletal ponies with large cannons, Applejack pictured giant tri-legged walkers, Rainbow Dash though they’d be large, black insect like creatures with acid blood, and Rarity assumed they’d be green with pitch black eyes. Each of them was proven wrong, however, when they neared Fluttershy’s cottage.

Dug into the dirt mere feet from her house were the remnants of the smaller craft they’d seen over the town, along with what they assumed to be its owners. Giant metal creatures brawled all around the small house, stending sparks flying as their bodies knocked against one another. In the well light night, the group could make out one lone creature knelt behind the cottage, holding Fluttershy and Pinkie in his arms. Fluttershy had her eyes covered with her hooves, while Pinkie Pie prattled on about something they couldn't hear over the sound of explosions. The four mares ducked behind a bush, peering over the top of the plant to observe the battle.

“Alright girls, here’s the plan: I’ll distract them with a flash of magic, while Applejack and Rainbow Dash grab Fluttershy and Pinkie, and Rarity covers us, got it?” Twilight told them, the other three nodding. Twilight put Spike down, before leaping out of her hiding spot. “Hey you!” she shouted. Only Optimus and Bumblebee, the one who happened to be holding Fluttershy and Pinkie, heard her. ‘Good enough’ she thought as she channeled magic energy into her horn. She loosed her magic, unleashing a massive burst of light that blinded the poor scout. Rainbow Dash and Applejack burst forth from the bush, quickly grabbing their friends before retreating.

Seeing an opportunity Megatron struck the disoriented Prime, smashing into him with his shoulder while the other Autobots and Decepticons fought around them. He hurled his fist towards Optimus, who recovered his sight just in time to roll out of its path.

Back in the bush, Fluttershy struggled against Rainbow Dash. “No, wait!” she shouted.

“It’s okay Fluttershy, you’re safe,” Rainbow assured her.

“No, you've got it all wrong! They’re friendly!" she told them as she pointed a hoof at Bumblebee. "That one saved me from the other ones!”

“Yeah. They’re the good guys!” Pinkie added.

“Then why were y’all screaming?” Applejack questioned.

“My cottage did catch on fire,” Fluttershy said bluntly.

“And I was just fangirling. I mean, they're the Autobots for pony's sake! Who wouldn't scream?” Pinkie asked them. The others exchanged a glance, realizing their mistake.

Without further questioning, Twilight leapt over their hiding spot, rushing towards the two brawling leaders. As she galloped, Rainbow Dash and Applejack sprang into action. Applejack dug up a series of rocks, using her powerful legs to launch them at the attackers. One of the projectiles flew over Bulkhead’s shoulder, striking the Decepticon next to him. “My optics!” he cried as glass dug into his eyes.

Meanwhile, Dash weaved between the massive robots, punching out their crimson visors as she flew.

Optimus and Megatron locked fists with each other, both grunting as they threw all of their might at each other. Suddenly, Twilight slid under Prime’s legs, firing a magic blast at Megatron’s chest as she did so. This gave Optimus an opening. In one motion, he swept the warlord of his feet, grabbed his ankles, and spun him around. Twilight watched in awe as the silver blur passed over her head. Then, Prime threw his brother deep into the woods, caausing his Decepticons to scurry after their leader.

He looked down at the purple pony, sliding back his battle mask to reveal a smile. “You have my thanks, young one” he told her. The other six joined her, each of them staring up at the metal titans.

“Spike, take a letter.”

Chapter 8

“Well, here we are,” Apple Bloom began.

“The first step on the road to your new life,” Scootaloo added.

Starscream cocked an eyebrow at the three fillies, glancing above them, then back in their direction. “This...shakily built structure?” he asked.

“You mean our clubhouse?” Sweetie asked back.

“Is that what you call it?” he mused, stroking his chin. “And this “clubhouse” will help reform me?”

“Well, not exactly,” Apple Bloom told him. The three entered the clubhouse as Starscream peered through the window. “This is where we hold our official Cutie Mark Crusaders meetings.”

Scootaloo pointed to a large piece of paper hung on the wall with crayon drawn pictures of butterflies, wheels, shovels, and the like. “This is where we used to plan what cutie marks we were going to try,” she explained.

Starscream squinted his eyes, peering at the poster. “Why do each of the drawings have two red lines over them?” he asked.

Apple Bloom smiled, reaching under a table and pulled out a thick stack of similar posters.

“We tried each and every one of them,” Sweetie began.

“And they weren’t our cutie marks,” Scootaloo added.

“You've tried them all?” Starscream asked in disbelief.

“Twice,” Apple Bloom answered.

Starscream looked down at the trio, then back at the poster. “There are so many of them,” he said, reaching his hand in and taking one of their former posters. “I can’t imagine how you keep going with all of these failures,” he added as he examined the paper.

“They weren't failures,” Apple Bloom told him.

“How so?” Starscream questioned.

“Well, might not have gotten our cutie marks when we tried each of these things, but now we know they aren’t our cutie marks,” Scootaloo explained.

“Interesting….now what does this have to do with “reforming me?” the bot asked again.

“You’re an alien, not a pony. That mark,” Sweetie began, pointing to the Decepticon emblem on his chest. “doesn’t tell you what your destiny is, your heart does.”

“And you might not have succeeded at being an Autobot before, but that doesn’t mean you can’t now,” Scootaloo added. Starscream let out a quiet hum, stroking his chin as the sound left his throat.

“We used to be just like you, Mr. Starscream, at a crossroads, unsure of wut we were 'sposed ta do with oir lives. Y'all may be a robot from 'nother world, and we may be three fillies,” Apple Bloom paused mid sentence, forming up with the other two crusaders. They each grabbed their capes, holding then behind their backs.

“But like we did back before we got these," Scootallo said, pointing to hwr Cutie Mark.

"You also have a once in a laif-time chance to decide…” the three leapt into the air, quickly fastening on their capes.

“YOUR DESTINY!”

“An’ that’s why we’re makin’ you the very first non-pony member of the Cutie mark Crusaders,” Apple Bloom told him. Sweetie bell grabbed a cape that had been discreetly tucked away behind them, using her magic to place it around Starscream’s neck.

Though the cape fit around the former ‘cons neck, that was about all it did. No amount of begging and pleading could have filched enough of Rarity’s fabric for a Decepticon sized cape. The end of the garment didn’t even touch his wings, and had he not been Cybertronian, the cape would have been choking him.

“Well? Do you feel reformed now?” Scootaloo asked as the trio smile in excitement.

“I...don’t know. Am I supposed to feel some sort of difference,” he answered.

“Come to thin’ of it, how do we know when Starscream’s reformed?” Apple Bloom asked the others.

“Maybe we can ask Discord how he felt when he was reformed,” Sweetie suggested.

“Discord?” Starscream asked curiously.

“He’s another reformed bad guy, just like you. Fluttershy turned him good, and we asked her if you could meet him, see if y’all could bond ‘er somethin,’” Applebloom explained.

The C.M.C. lead Starscream out of their clubhouse and through Ponyville. As they did, they noticed ponies were giving them more space in the streets than usual.

“Look out! Runaway cart!” some pony suddenly shouted. Before any of the crusaders could react, a large wooden cart was speeding towards them. Scootaloo dove to the right, using her wings to give her a slight boost, while Applebloom dove left; however, Sweetie Belle stood frozen, too shocked to move. All she found herself able to do was cover her face and pray for divine intervention. Just as the cart neared her, ready to send her to the Ponyville hospital, a giant, grey metal hand shielded her. One wheel of the cart rode up on the hand, causing the whole thing to flip. It spiraled out of control, throwing pieces of machinery about as if flipped.

A brown Earth-pony with an hourglass cutie mark came running down the street, with a grey pegasus flying behind him. “Good heavens! Is any pony hurt? I'm terribly sorry about all of this. The strap on my wagon just snapped and the whole thing just went...roll…ing…” The stallion stood in shock, blankly staring up at Starscream.

“Woah, he’s big,” his companion commented as she examined the metal creature. “Hey Doc, he kinda looks like one of your gadgets, only less goldy.”

“My stars, this is brilliant! The engineering, the craftsmanship,” the stallion said as he examined Starscream’s arm.

Sweetie Belle emerged from her metal shield, puffing her chest out as she grinned with Pride. “His name’s Starscream. He’s an alien,” she said proudly.

“Incredible this is decades, maybe even centuries ahead of what I have. Tell me, Star-cream, who build you?” he asked.

Starscream jerked his arm up, scoffing at the stallion. “Foolish equine! I was not made as your undoubtedly crude machines were, I was given life by the Well of All Sparks,” he scoffed, folding his arms.

“You weren’t built? Fascinating! You simply must come back to my laboratory! The things I could learn from you-”

“Don’t you have another experiment, Doc,” the pegasus reminded him.

“Ah yes! I hate to bother you, especially considering my little accident, but would you mind helping me with my things?” the brown stallion asked politely.

“Why should I? You nearly crushed my friend?” Starscream snapped.

“Don’t mind him Mr., we’ll be happy to help,” Apple Bloom told him. Starscream watched curiously as the three fillies set to work, aiding the older ponies in putting the machinery back in the cart. Once they were done, Sweetie used a magic spell to repair the harness, refastening it to the doctor.

“Thank you very much, my little friends. Come on Derpy, allons-y,” the stallion said, wandering off with his companion.

“Why did you help him? You got nothing in return,” Starscream questioned.

“Well...because that’s what you do,” Scootaloo said, only adding to the poor Cybertronian’s confusion.

“When you do something nice for some pony, like us helping that stallion, it makes them happy, and then that makes you happy,” Sweetie explained.

“Alright, but why not ask for something in return?” Starscream asked again.

“Well, if ya do that, than it makes ya seem selfish, and it doesn't make them as happy as if ya did it out o’ tha kindness of yer heart”, Apple Bloom told him.

“Interesting,” he whispered under his breath. The four continued on their way, finally arriving at Fluttershy’s cottage. Scootaloo knocked on the door. Without warning, a giant lions’ paw burst out from the door, engulfing the group and dragging them inside, breaking the laws of physics as it pulled Starscream into the cottage.

Starscream watched helplessly as they were pulled into a realm of pure madness. Islands floated upside down, strange, hellish creatures he could could not identify roamed freely, and a lone mail-pony floated around. Finally, the lion's paw brought them inside a small red and yellow house, releasing them over a couch. Discord and Fluttershy sat across from them, giggling as they drank tea. Though Discord held the teacup in his talon, Fluttershy's was held by a lamp.

"Ah, there you are. I was wondering when you'd show up," Discord said as he took another sandwich from the upside down platter.

Starscream could only sit, frozen by Discord’s shocking appearance.

“Y’all right Mr. Starscream?” Apple Bloom asked.

“What in the name of Primus is that thing?” he demanded, pointing at Discord.

“Who, little old me?” Discord paused mid sentence, taking a sip from his teacup. “You see I was once a villain like you; they called me ‘Discord, God of Chaos, Bringer of Fun.’"

"Are you sure that was your-oh!" Fluttershy suddenly found a tea cup forcefully thrust towards her muzzle.

"For some reason, not that I know what it was, I wasn’t very popular, so the god-horses, Celestia and Luna, turned me to stone, then Twilight and her friends, but eventually, Celestia let me out again, and I was reformed by dear, sweet Fluttershy,” he explained, making the pegasus blush. “Now I go by ‘Discord, God of Moderate Disorder, Bringer of Decently Pleasant Times” or just ‘Discord’ if you prefer.”

“Fascinating,” Starscream said sarcastically. Discord grimaced.

“Anyway, why were you so late to our little get together?” the draconequus questioned.

"Well, you see, there was a little...mishap in the village," Starscream said nervously.

"Oh, I understand, however, Fluttershy here is a very busy pony,"

"Oh, I am?" she whispered quietly.

"so let's get down to the task at hand," Discord told him.

"Then I suppose we should start with what I've done....would you mind sending them away for a moment," he requested, motioning to the crusaders.

"Why?" Apple Bloom asked.

"I...I'll explain later," he said.

In a flash of light, the crusaders were gone, leaving Starscream alone.

"I take it you are aware my race was at one point plunged into centuries of civil war, correct?" The pair nodded in acknowledgement. "During that war, I killed a lot of bots, and not just in battle. If you're curious why the Autobot Arcee has so much animosity for me, it's because I ordered the execution of her former partner, Cliffjumper," he explained.

"Oh my!" Fluttershy exclaimed.

"And I thought Chrysalis was bad for killing that cat thing," Discord muttered under his breath.

"So, what are you going to tell me? That all I need friendship? That I should say I’m sorry?” Starscream asked angrily.

“Uh...no, of course not! I mean, I wasn’t exactly kind before I was reformed, but I never killed any pony! I was tough to reform, but I don’t even know where we should start with you!” Discord shouted.

“I’m sorry Starscream, but Discord’s right,” Fluttershy said.

“Well, that’s just perfect, isn't it?” Starscream grumbled.

"Though I guess it comes down to one thing: do you want to be reformed?" Fluttershy questioned.

Starscream remained silent, much to Discord's amusement.

"Well?" he asked.

"...I do, I want to be an Autobot," Starscream finally answered. “You can bring the young ones back now.”

Discord snapped his fingers, bringing back the Crusaders, each of them holding an ice cream cone filled with ice cream. “Oh hey, we’re back,” Sweetie Belle pointed out.

“So, what was that all ‘bout Screamer?” Applebloom asked.

“Ah-uh...nothing, I merely wanted to be alone with them for a moment, so-uh, you didn’t make me seem like I was a good ‘bot,” he lied. “Also don’t refer to me as ‘Screamer.’”

“Make you look like a good bot?” Scootaloo asked.

“Yes, you’ve only ever seen me after I was seeking help for my...evil, so you wouldn’t know what I was like before,” he explained, his voice panicked.

“Oh, that makes sense,” she said.

“So did they fix ya yet Starscream?” Apple Bloom questioned.

“Girls, Starscream has done some very bad things, and he’s going to have to work very hard to make up for them,” Fluttershy answered.

“Even worse than what Discord did?” Sweetie asked.

“I’m afraid so, but if he works really hard, even he can make up for what he's done,"

Discord turned towards Starscream, then teleported in front of him, wearing a doctor’s uniform and carrying a chart. “Make sure he doesn’t do anything evil, and that he helps other ponies whenever possible. Also, I’ve marked one weak spot on his armor, so if he acts up you can put him in his place.” He handed the chart to Apple Bloom, revealing it to be nothing more than a crude drawing with a spot behind his wings circled.

“Uh, thanks,” she said, cocking an eyebrow at the notepad.

“You’re very welcome, now if you’ll excuse me,” Discord paused again, snapping his fingers. “Fluttershy and I have a lunch to finish.” Without warning, a giant bird smashed into the house, carrying away the Crusaders, along with Starscream.

“Oh my!” Fluttershy yelled.

“Relax, Jerry’s only going to take them out of my dimension. He doesn't eat pony,” he assured her. "I think." Before Fluttershy could say anything, Discord snapped his fingers and instantly setting the house right. “Now, tell me more about this Starlight Glimmer.”