Friendship is Prime

by Gammerick

Rating: everyone
Tags: Comedy, Adventure, Crossover, Main 6, Discord, My Little Pony: Friendship is Magic, Sad, Other
Length: 43338

Friendship is Magic meets Transformers: Prime

After being defeated by the Elements of Harmony, Discord escapes to a new world to try and cause more havoc. Now the Mane 6 must go on a journey that will make them discover more than they wanted to realize.

Crossover between Friendship is Magic and Transformers: Prime.

Published 2012-06-12 02:14:02 UTC
Last updated 2012-07-19 00:38:38 UTC

Chapter 1

The Kingdom of Equestria is ruled by two special ponies. They are neither unicorns nor pegasi nor earth ponies. They are actually a fourth race known as Alicorns. Alicorns have both the horn of a Unicorn and the wings of a Pegasus. They are great flyers and even greater wielders of magic. Not only are both of these Alicorns the Princesses of Equestria, but they are also sisters. The younger sibling is Luna, the one who raises and lowers the moon. She has a dark blue coat and a mane that literally flows like the night sky. The older sister is Celestia, controller of the sun. She is a white Alicorn with a mane that resembles an aurora pattern.

"Sister," Luna inquired. "Did you hear that noise just now? It sounded like it came from the royal garden."

Celestia, who normally wears a calm demeanor, had a face filled with terror as her suspicions began to rise. "It couldn't be..." she muttered to herself.

The two raced to the garden as fast as they could, and when the reached the center, they realized their suspicions were true. The spot where Discord's statue should have been was completely empty.

"No. That's impossible!" Celestia declared with worry. "The Elements of Harmony should have sealed him away permanently!"

"Something seems strange about this, sister," Luna rebutted. "If Discord is free, why has nothing happened yet?"

At this realization, Celestia and Luna looked for any sign of Discord's presence. Aside from the missing statue, there was not the slightest sign of disharmony anywhere.

"He could just be waiting to pull something," Celestia said sternly. "We need to keep an eye out for him, and we need to be on the alert for any sort of news of chaos in the kingdom. Who knows what he might be up to."

One week had passed since the Ratchet detected the anomaly.

"Heads up, everyone!" Ratchet gave the red alert to his teammates. "We have some Decepticon activity on radar! It appears they're trying to access an Energon mine in a nearby mountain range."

"Don't the Cons know better than to go messin' around in our turf?" Sneered Bulkhead, the largest member of the team, who was covered head-to-toe in green.

"I guess that means we'll just have to teach them the hard way," Cracked Arcee, the slender female member of the group, who dons blue as her primary color.

"Bzzt-brpdo-brpzt," Bumblebee, the youngest member of the group, who bears a color scheme identical to his namesake, chimed in with his own unique language that could be easily understood by his comrades.

"Agreed, Bumblebee," their leader Optimus Prime responded with his iconic booming voice. "Nevertheless, we must keep our guard up. There is no telling what the Decepticons may have in store for us."

"I'll send you guys through with the Groundbridge." Ratchet responded. He was currently in front of a computer system that controlled the Autobot's main method of transportation around the globe. The Groundbridge is a powerful teleportation device that can take them anywhere that they have the coordinates to. At this moment, he began the activation sequence for the Groundbridge. Soon the base glowed in a green light as the portal opened up. Even though these are the only members of the team, they always have some company. In fact, the team is now getting their typical round of support from their friends.

"Knock some heads, Bulk!" Cheered Miko, a young teenage Asian girl with a pink highlight streak in her hair."

"Always do!" Bulkhead responded in kind.

"Good luck Bee!" Rafael (or Raf for short), a small kid with brown hair and glasses, gave some words of encouragement to his closest friend, to which Bumblebee responded, "Boop-zzt".

"Hey Arcee, be back in half an hour okay?" rang from Jack, the eldest of the group with his classic gray shirt and black hair. "I promised Sierra I'd take her for a motorcycle ride later."

"Thanks for the concern" Arcee replied with a sweet sarcastic tone. "Don't worry though, this won't even take ten minutes."

After that exchange of pleasantry, Optimus gave the team the classic command. "Autobots, Roll Out!" And with that, the team made their way through the portal.

The Decepticons were using large vehicles with drills at the end, determined to break through the mountain wall in hopes of increasing their Energon supply. The operations were being overseen a particular duo of Decepticons: Knockout, the smaller of the two and coated in Red Hot Rod design, and Breakdown, the larger one who has a blue body and orange face.

"Ugh, this is taking too long," moaned Knockout. "I'd rather just go have some fun on the road and race some cars."

"You mean crush some cars?" Breakdown retorted. The two shared a small chuckle at their vindictive brand of humor.

"Deploying charges!" One of the Vehicons declared. The Vehicons are the standard grunts of the army, and are all identical from their mainly purple color scheme to their red visors where there eyes should be on their otherwise featureless faces. As the vehicon placed the explosives, the others saw their cue to back away. After the area was cleared, the charges were detonated. It was a huge explosion that finally broke through the weakened wall, and at long last revealed the Energon crystals, gemstones that glowed with a glorious baby blue hue.

The explosion, however, also rustled a nearby rock pile. The stones were riffled enough to come loose, and the rubble collapse managed to reveal a small white horn protruding out of the rock heap.

"Jackpot," Knockout exclaimed.

Just then, a green portal opened up about ten feet behind them, and the Autobots ran out, blasters already armed.

"Well, well, well, look what the cat dragged in," Knockout hissed smugly.

"Looks to me like we got ourselves quite a few rats," Breakdown replied, following up on his partner's quip.

"Tell me about it," Arcee was the first to respond. "I see a whole bunch of Con vermin all over the place."

"Hmmhmm, clever girl," Knockout was quick to retort, "but I'm afraid we'll be the ones to help ourselves to all of this Energon. So I suggest you crawl back in to your little den like good bots, huh?"

"Over my dead chasse," Bulkhead responded.

"I believe that's where I come in," Breakdown responded in kind. As his hand transformed into a giant hammer-head, he charged forward, and soon enough the Vehicons were close behind their blasters armed and shooting at the Autobots. The team immediately took cover and returned fire. Several shots were exchanged back and forth, and while the Autobots remained unscratched, a few Vehicons were hit hard and unable to keep fighting.

Over this battlefield, dark clouds were beginning to gather, and started to swirl around the mountain-peak.

"Hmm, that's odd." Ratchet observed back at the base.

"What's odd?" Raf followed up on the Autobot's audible pondering.

"I'm getting a small patch of interference from something, but I don't know what." Ratchet pondered.

"Maybe the Energon's acting up?" Jack guessed.

"Maybe, but I have a bad feeling about this." Ratchet spoke ominously.

The fight raged on, and while several more Vehicons had been injured, Team Prime was still in top form. Optimus and Bumblebee were taking on what's left of the Vehicons, Bulkhead once again engaged in his ongoing rivalry with Breakdown as they smacked their melee weapons together, And Arcee had Knouckout in her sights.

"Aren't you going to fight?" She asked the strangely calm and unmoving Decepticon.

"And risk ruining this paint job? Are you kidding me?" Knockout uttered so smoothly. "Thanks sister, but no thanks."

Unbeknownst to her however, a Vehicon had managed to get into the cockpit of one of the drilling vehicles. He had turned the vehicle to Optimus, ready to make the charge. However, this caught Arcee's attention.

"Oh no you don't!" She exclaimed, turning her arm blasters on the nearby vehicle. She shot and hit the driver, but at the same time she was also too close to the vehicle when she accidentally hit the fuel tank. It was a small explosion, but a powerful one, as it sent her flying to a nearby cliff face. It was the same cliff face that had the rock pile with the protruding horn. Except when Arcee landed up there, more of the rubble was dislodged; enough to reveal a strange animal head. When Arcee regained her senses soon after, she let out a small, surprised gasp at the first sight she saw.

Once again, the weather overhead was worsening. The clouds were turning darker, and the bellows of thunder could be heard crashing loudly.

"Ratchet, come in. Can you hear me?" Back at the base, Ratchet was picking up a transmission from Arcee.

"Arcee, what's wrong? Are you hurt?" Ratchet responded professionally to the call.

"I'm fine, but I've found something…strange." She responded.

"Define strange." Ratchet replied.

"Strange as in so strange I can barely define it." She retorted. "It's some kind of statue, but I have no idea what it's supposed to be."

"A statue?" Ratchet inquired. "What would a statue be doing in the middle of nowhere?"

"I don't know, but it's definitely an unusual one. It's some kind of animal, but it's made of body parts from a bunch of other animals."

"Maybe some crazy artist wanted to dump a failed project somewhere secret?" Miko was the first to come up with a hypothesis.

"No, it doesn't seem that way. It just feels…weird. Almost like it's alive or something." At that moment, unseen by Arcee, the statue emitted a small, black pulsation.

Back at the battle, Optimus and Bumblebee had nearly finished up their fight with the foot soldiers, when suddenly they were under fire by blasts from the sky. Optimus looked up and was not happy about what he saw. "Megatron," he uttered.

The blaster fire came from a strange gray and purple vessel, which quickly transformed into a massive robot, one that even towered over Optimus Prime.

"I did not expect to see the Decepticon leader on the front lines for a battle like this," Optimus bellowed toward his nemesis.

"Ordinarily yes," Megatron responded. "But I decided that this would be one of the best opportunities I've ever had to personally extinguish the spark of my life-long enemy."

As Optimus and Megatron began to clash and exchange blow for blow, the statue reacted once more. This time however, it started to slowly crack more and more with each black pulsation.

"Okay, now something REALLY strange is happening," Arcee relayed to the base. "The statue is cracking up, and I think…it's faint, but I think I'm starting to hear a heartbeat."

"That's crazy, Arcee!" Jack couldn't help but respond after hearing something so ridiculous. "Your servos are probably just malfunctioning."

"No Jack I don't think-" Before Arcee could continue, she was interrupted by a massive bolt of lightning and an eruption of thunder.

The battle below was only getting more and more intense. As Megatron and Optimus continued to hold their ground, they delivered punch after punch, both sides either dodging with grace or blocking with brute strength. Eventually, they both drew their arm blades, and began to take turns slashing at each other. Even then, they were still even, their blades locked together in a stalemate.

"Not bad, Optimus," Megatron taunted his opponent. "Still as fierce the fighter as you ever were, I see."

"I have to remain sharp to be able to keep this planet safe from the likes of you, Megatron." Optimus retorted to his adversary.

"Perhaps, but even the sharpest knife will break after it gets too old." Megatron gloated as he kicked Optimus in the gut and sent him flying.

Optimus was too stunned from the hit to be able to move. As Megatron stood on top of him, ready to deliver the final blow, he was knocked off balance by a large earthquake.

Back at the top of the cliff face, Arcee was trying to hold her ground. The statue had cracked completely down the middle, and Arcee was confident she heard the statue make a laughing noise.

"Ratchet!" Arcee said sternly through the comm-link.

"Forget about explanations," Ratchet said as he felt the quake hit the base. "Just get out of there!"

Arcee then proceeded to jump off the cliff, transform midair into a small blue motorcycle, and ride down the cliff face at a near 180 degree angle. Near the bottom she transformed into a robot once more, jumped off the cliff face, and made a perfect landing back on solid ground.

As Megatron was knocked off balance, Optimus saw his opportunity and blasted Megatron point blank. Megatron was too tough to be injured, but it did stun him long enough for Optimus to kick off Megatron and get back on his feet. However, before they could continue their fight, they were distracted by a flash of white light, where Arcee was on the cliff face moments ago. However, by the time their gaze met where the statue should be, there was nothing there but a pile a of rocks.

Immediately several bursts of lightning erupted from the sky. After another big flash of white light, they were all surprised to see a bizarre-looking creature hovering right above them. He was small, but he was most definitely an unusual creature. With a lion's paw, eagle's claw, snake's tail, and other assorted body parts, nobody there could truly comprehend what this creature was. Nobody there could comprehend why this strange creature also started to let out a strange cackle of a laugh.

And nobody there could comprehend what would happen next.

Chapter 2

"Sister, they have arrived," Luna informed her sibling.

"Very well. Send them in!" She gave that last instruction to one of the guards near the door. As the big, palace doors swung open, six young ponies walked through. The first was a purple unicorn with a mane of a darker shade. The next was a timid yellow Pegasus with pink hair. Then came an orange earth pony with a cowboy hat. Fourth to enter was a regal white unicorn with a luxurious purple mane. Fifth was a sky blue Pegasus with a rainbow colored main. Lastly, a pink earth pony with a poofy dark pink mane skipped along behind her friends.

"Princess, we came as soon as we got the message," Twilight Sparkle, the purple unicorn addressed to her mentor. "What's the emergency?"

"It seems that Discord…is gone," Celestia said with a cold, flat tone. However, at this seemingly casual statement, the six ponies couldn't help but let out a huge gasp of terror.

"Discord's ESCAPED?" Twilight couldn't help but scream in surprise.

"Oh no, not again," Fluttershy, the yellow pegasus, muttered as she crouched down to the ground, shivering with fear.

"No way!" cried Rainbow Dash, the blue Pegasus. "The elements should have taken care of him. Now you're telling us he's on the loose again?"

"We are not sure anymore." Luna answered Rainbow Dash.

"Now what is that supposed to mean?" Applejack, the orange cowgirl pony, asked with concern.

Celestia decided to inform them of the situation. "About a week ago, we discovered Discord's statue had gone missing. Since then however, nothing has happened. There hasn't been the slightest bit of commotion anywhere in Equestria."

"Wait a minute," Rainbow Dash inquired. "He's been gone for a whole week and we're just learning about this NOW?"

"We wanted to be sure what we were dealing with," Luna replied. "It is not in Discord's nature to sit around and do nothing. We wanted to try and figure out what he was planning."

"Ooooh, maybe he was planning a SURPRISE PARTY!" Pinkie Pie, the pink pony, giggled with delight. "I love surprise parties. Especially when there's cake involved. You think maybe he got a cake for us? Or maybe he spent all week making a big chocolate ice cream cake, or maybe-" but before she could prattle on further, Rarity, the white unicorn, decided to close Pinkie's mouth with her hoof.

"What about the elements?" Twilight inquired.

"My sister and I have been guarding over them day and night," Celestia informed her. "However, in the event Discord may be planning something after all, we decided you should take charge of the elements. That is why we called you here today."

At that moment, Luna used her magic to levitate a prestigious chest adorned with royal jewelry over to between where she and the 'mane six' (as they were sometime referred to) stood. She opened the chest to reveal five necklaces and a tiara, each embedded with a gem that matched each of the mane six's cutie marks. Pinkie received a necklace with a blue balloon gemstone. Rainbow Dash's had a red lightning bolt. Applejacks's had an orange apple, Rarity's had a purple diamond, and Fluttershy's was adorned with a pink butterfly gemstone. Twilight received the tiara, which had a star shaped jewel on top to match her cutie mark.

"Thanks, princess," Twilight responded gratefully to her mentor. "If Discord pulls anything at all, we'll be ready."

"HAHAHAHAHAHAHAHAHAHAHAHA!" The strange creature laughed, floating in midair. "Oh, it feels so good to be out again," he said smoothly while stretching and apparently trying to work out a few cricks in his body.

Off to the side, the Autobots couldn't help but gaze at this being with perplexed looks on their faces. "Ratchet, what is this thing?" Arcee radioed back to her ally at the base.

"I honestly haven't a clue what I'm looking at, and I doubt the computers will have anything on him either," Ratchet replied factually before averting his gaze over to where the children were standing. "Any ideas?" he asked them.

"Don't look at me," Jack replied. "This isn't something we learned about in class."

"Maybe that crazy artist was actually some crazy scientist?" Miko based her guess off her earlier theory about the statue.

"Hmmm. He looks like something out of mythology," Raf hypothesized. "He looks like some kind of chimera."

Back at the battlefield, Optimus decided to take the initiative and approach the creature. He was a fraction of Optimus's size, but this monster didn't seem to notice him yet.

"Excuse me, strange creature, but what exactly are you? And why are you here?" He asked inquisitively. The beast finally turned his gaze in Optimus's direction, and he looked quite suprised.

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

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

"I suppose you wouldn't have heard about me, would you?" Discord pondered to himself out loud. "Very well, I'll tell you. I'm Discord, the spirit of chaos and disharmony itself."

Optimus couldn't help but widen his eyes at such a response. "I…do not understand. If you really are such a powerful being, why are you here?"

"Well aren't you the formal one?" Discord teased. "Fine I'll humor you. I decided that it was in my best interest to start somewhere fresh, maybe meet some new faces, and that I should go and cause as much chaos as possible." Optimus was starting to feel a great sense of unease the more he conversed with Discord.

"Oh please," Megatron, who had suddenly approached the two, interrupted their conversation. "Legend tells of only ONE chaos-bringer. You are just some insect who decided to interrupt my fight with Optimus." Megatron now had the laser cannon on his hand aimed at Discord and ready to fire. "And now I'm going to squash this bug so that we can continue."

"Hmm, the way I see it, the only bug around here that needs to be squished is you," Discord responded coyly before snapping his fingers. At that time, a large white light flashed in the sky, and the very next moment, what appeared to be a giant flyswatter had landed on top of Megatron. Everyone was stunned with shocked expressions as the swatter immediately disappeared in another flash of white light.

"Lord Megatron!" Breakdown screamed as he rushed to the side of his leader. "He's out cold," Breakdown informed his partner. "We better get him back to the Nemesis." At that moment, a green portal identical to the one of the Autobots' Groundbridge appeared in front of them, and Knockout and Breakdown entered the portal, carrying their unconscious leader. Immediately after that, the portal disappeared.

"What…what was that?" Arcee said in disbelief.

"By the Allspark…" Ratchet muttered under his breath.

"Did he just – squish Megatron with a giant flyswatter?" Jack asked in disbelief.

"He took King Con down in one hit!" Miko couldn't help but scream with amazement.

"I'm pretty sure chimeras could never do that!" Raf referred to his previous guess about Discord's identity.

"It was probably just some stupid trick you guys," Bulkhead tried to reassure his comrades. "I've got this."

"Bulkhead no!" Optimus cautioned his friend as Bulkhead approached the monster.

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

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

"Uh, don't you mean your back?" As soon as Bulkhead finished the question, he noticed a finger tapping on his shoulder. He turned to see Discord's eagle claw on Bulkhead's left shoulder, which then pointed to Bulkhead's other shoulder. As soon as Bulkhead turned his head to the other side, he received a punch to the jaw from Discord's lion paw, attached to Bulkhead's right shoulder. The punch was strong enough to send Bulkhead flying into a nearby rock wall.

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

"Bulkhead!" Arcee screamed. She transformed into a motorcycle and attempted to charge Discord. However, as soon as she got close, she lost control of her steering. The ground beneath her had suddenly been covered in a slippery, soapy material. She transformed back to normal to try and regain her balance, but she ended up tumbling right into Bulkhead.

"Ratchet, we need a Groundbridge!" Optimus instructed his friend. Shortly after that, another green portal opened up nearby. "Autobots, fall back!" he commanded. He, Bumblebee, Arcee, and Bulkhead immediately made a dash for the portal.

"Leaving so soon? The fun's just getting started," Discord teased as he was just about to chase after the Autobots, but then he had to dodge a red laser that shot past him.

"Decepticons, surround the monster!" It seems a group of about ten Vehicons had survived the previous battle and had just arrived on the scene. Now they had Discord completely surrounded.

"Ready!" The Vehicons all lifted their blaster arms and aimed at the beast. "Aim!" They were charging their weapons and about to shoot. Suddenly Discord snapped his fingers again, and every single blaster arm on the Vehicons disappeared in a white flash. As the Vehicons were trying to figure out what was happening, their arms had reappeared in another white flash, floating right in front of them… and aimed at their heads.

"Fire," Discord finished the statement coldly. Suddenly ten shots went off at once, and every Vehicon surrounding Discord dropped to the ground, permanently incapacitated.
Unfortunately for Discord, the Autobots took this opportunity to retreat, for when he looked around, nobody else was there.

"Oh well, I suppose that's enough games for now," Discord said to himself. "After all, there's plenty of chaos to wreak."

Chapter 3

The Autobots managed to get away from Discord and retreat back to their base. Now the team has gathered together, pondering what course of action to take next.

"Well that went well," Arcee muttered to herself in an obviously sarcastic tone.

"The dude's small, but he throws a mean right hook," Bulkhead stated while rubbing his jaw, recalling the very surprising attack method of Discord.

"What was that thing?" Raf asked the group in astonishment, hoping in futility for an answer.

"Almost everything he did broke the rules of reality," Jack observed in an attempt to better understand their predicament.

"I know, it was almost like something straight out of a cartoon!" Miko couldn't help but go for the more outrageous guess.

"This isn't just some cartoon we're dealing with," Ratchet pointed out. "He could make matter out of thin air, transport objects at will, and altar the terrain itself. For lack of better terminology, we're up against an opponent with the powers of a god!"

"Even the gods can be beaten under the right circumstances, Ratchet," Optimus replied in an effort to calm his friend.

"I admire your optimism Optimus, but we've never fought anything like this before, and we most certainly don't have anything in our arsenal that comes close to that kind of power," Ratchet stated the facts with a hint of grimace.

"The thing I don't get is," Jack cut in. "If Discord's so powerful and wants to wreak havoc, why did he only wait 'til now to appear? Couldn't he have just taken over the world by now?"

Upon hearing these questions Optimus decided to reflect on what he heard from Discord.
"You're not what I was expecting at all…I suppose you wouldn't have heard about me, would you?...I decided it was in my best interest to start someplace new."

"It's possible that Discord may not have been here since the beginning," Optimus hypothesized.

"What do you mean?" Raf asked with extreme curiosity.

"I believe that Discord was originally from another world, and only just now decided to come to ours,"
Optimus answered.

"So he's an alien?" Arcee asked. "Then why did he bother to come to Earth?"

"It is most likely one of two more probable reasons," Optimus hypothesized. "Either he came to our world because he was unable to succeed in his goals on his planet," –

"Or because he already ravaged his home to the point it's impossible to live there," Jack finished Optimus's conjecture.

"Do not worry Jack," Optimus consolidated his teammate. "I am certain that for a force of power like Discord, another force must exist that can oppose him."

"Bip-bzzt-boo-bi-bidipt-zt" Bumblebee chimed in. "Great thinking Bumblebee!" Raf responded. "If we can figure out where he's from, we can find out if there's a way to beat him!"

Now it was Ratchet's turn to contribute. "But how are even supposed to find- Of course, the anomaly!" Ratchet immediately rushed over to his keyboard and began typing.

"The what now?" Bulkhead was lost on Ratchet's words.

"About a week ago, I detected a faint anomaly on the sensors," Ratchet mused. "I couldn't figure out what it was, but that must have been when Discord first arrived." The monitors now displayed the location where Ratchet found the anomaly.

"That's the mountain range we were just at!" Arcee proclaimed. "That's where I found the statue!"

"They must have turned him to stone in order to beat him!" Raf resounded with a hint of hope.

"So there is a way to win, after all," Jack added.

"Woohoo!" Miko cheered. "Team Prime is back in action!"

"Now if I can just increase the power of the sensor array," Ratchet muttered to himself while typing away on his keyboard. "Aha! Found it!" He screamed as the monitor appeared to lock on to something.

"Found what?" Bulkhead asked.

"When Discord was transported to our world, it was through some kind of teleportation power," Ratchet explained. "However, that teleportation left a very distinct energy signature, which I can use like a path of crumbs to lead us back to his place of origin."

"Good work old friend." Optimus applauded Ratchet's bravado on the matter.

"Don't thank me just yet. We still have to find where this place is," Ratchet replied while continuing to type away on the keyboard. "What's this?" He asked in surprise.

"What's what?" Miko asked in concern.

"It would seem that Discord is not from another planet," Ratchet replied, "but rather he is actually from a parallel dimension!"

"Are you certain we can still track the coordinates then, Ratchet?" Optimus questioned the medic.

"Well, we were able to use the Groundbridge to connect to one parallel dimension," Ratchet commented, referring to a series of events that prelude this story. "I don't see why we can't use it to find another."

"And how long will that take?" Arcee asked inquisitively.

"Right about now, actually," Ratchet responded as he finished typing and the monitors appeared to display a new location on screen. "Coordinates are locked on. Let's hope this works."

"Activate the Groundbridge!" Optimus gave the command. And with that, Ratchet pulled the lever to open the portal.

The sun was shining brightly over the city of Ponyville. Twilight and her friends had just gotten back from Canterlot and their audience with the Princesses. Twilight decided to ease her mind with a little outdoor reading, in an open field near the Everfree Forest, just outside of Ponyville.

"It's okay Twilight," she muttered to herself. "Discord may be out there somewhere, but maybe there's nothing to worry about either. It has been a whole week after all. I'm sure things will work out just fine."

Just as she finished these words, a strange green light appeared right behind her.

"AAAAAGH!" She screeched in fright before jumping back several feet from the green aura. She was absolutely perplexed by what she saw in front of her. It could have been a trap by Discord, so she approached it with great caution.

"Optimus wait," Ratchet cautioned. "Considering what kind of creature Discord is, it may be unwise to just go into that portal. Who knows what kind of crazy, backward physics that place follows! For all we know, the atmosphere could be hazardous to non-natives, even Cybertronians."

"I understand your concern," said Optimus. "However, we must find a way to ask for assistance."

"Uhhh, hello?" Just now the team heard a faint voice echo from the Groundbridge portal. It sounded like it belonged to a young lady. "Is anyone there?"

"I think we just found one," Bulkhead made note of their good fortune.

"Greetings, I am Optimus Prime. Who am I speaking to?"

"My name is Twilight Sparkle," the voice said.

"Heh, Twilight Sparkle? Seriously?" Jack couldn't help but laugh at such a strange name.

"Shoosh," Miko silently ordered him so as to not interrupt the conversation.

"We are in grave need of assistance, if you are capable of providing it." Optimus begged the mysterious figure.

Twilight was absolutely stunned. Not only had this strange green light appeared out of nowhere, but now it was talking to her! She decided it would be best to go along for now.

"What is it you need my help with?" She asked simply.

"Are you familiar with the one called Discord?" The voice bellowed.

Twilight had a strong silent reaction to this question. She realized Discord was probably not behind this, but he was still connected in some way. "What about him?" She asked sternly.

"We believe he has traveled from your world to our own in order to cause chaos, and we also believe your world holds the key to defeating this creature," the voice echoed. "Can you help us?"

Twilight had to strongly ponder the implications this moment had. They were about to rush off into an unknown place, possibly a big trick by Discord to get them out the way. But she also realized that if this wasn't a trick, there were ponies in need of saving from Discord's tyranny. No way could she turn her back on those who needed help.

"Stay right here," she responded. "I'll go get my friends." She commanded before running off as fast as she could to Ponyville.

"Excellent. We'll keep the Groundbridge open until you return." Optimus yelled out, unaware that the being on the other end had already left.

"Optimus, are you sure this is the right place?" Ratchet asked with the smallest traces of doubt.

"You must have more confidence in your own coordinates, my friend," Optimus replied. "Besides, she spoke her words with true conviction. I am certain whoever emerges will be a valuable asset to our cause."

"I sure hope so," Arcee tailed on to their conversation. "Because it they can't help us, we're pretty much out of options."

As the Autobots were discussing the trustworthiness of their new allies, no one was looking at the Groundbridge portal that was still open. As such, no one noticed when what appeared to be a grey horse with a blonde mane and unusually positioned eyes stick its head out of the portal. The pony gave a quick look at her surroundings before realizing this was probably something she should not get involved in. As such, she retracted her head through the portal before anyone had ever noticed.

Back at Twilght's Library, located inside a tree, she had already gathered the rest of her friends and told her about the strange encounter she just had.

"I don't know, Twilight," Rainbow Dash proclaimed. "This big glowing green ball of light just pops up out of nowhere and asks for your help? Seems fishy."

"What if it's some kind of g-g-g-ghost?!" Fluttershy quietly asked with a tone of panic.

"I'm serious guys," Twilight pleaded. "Optimus Prime needs our help if he wants to stop Discord."

"Doesn't it seem odd that he knows about Discord?" Applejack asked. "It wouldn't surprise me one bit if this was one of Discord's fancy tricks. We all know what those can be like." She said with a hint of grimace, remembering past events of misery that Discord had caused.

"You do have to admit though," Rarity chimed in, "with a name like Optimus Prime, he must be one of the most elite ponies there. He could probably even be as rich and famous as Fancy Pants."

"Are you helping me or not?" Twilight asked with the slightest hint of rising frustration due to her friends not possibly cooperating.

"Twilight, we're your friends," Rainbow Dash claimed with unwavering doubt. "If you're going, so are we!"

"Thanks, girls." Twilight responded warmly.

"Besides, a whole new place means a TON of new friends to meet!" Pinkie Pie exclaimed giddily. "You think we can bring any of them back to Ponyville? I should totally get my Welcome Wagon ready for them!" She pondered the possibilities while bouncing around Twilight's place like crazy.

"Spike," Twilight addressed a small purple dragon with green eyes, "Will you look after things here in Ponyville while we're gone?"

"You can count on me!" Spike responded while standing upright and puffing out his chest. "With me on on the job, you won't have to worry about a thing!"

"Alright then. Girls, let's get the elements and head out!" Twilight instructed the rest of the team.

After a long walk to the edge of Ponyville and the Everfree Forest, Twilight and her friends made it back to the portal, which was still in place. They were all wearing their elements, ready to confront Discord when the time would come.

"Okay, we're coming through!" Twilight shouted.

"Excellent, just walk into the light when you're ready." The voice responded.

"This is it girls, if anypony wants to leave, now's the chance." Twilight instructed.

"We're with you to the end Twilight," Applejack said. "And nothing's going to change that."

Then they all walked through the portal together.

"Here they come," Ratchet said.

Optimus stepped forward, ready to greet the guests, but as soon as the figures emerged from the portal, he and everyone else there could only stare at what they saw with shocked expressions and open mouths.

Six little horses, ponies if you could call them that, had emerged and were walking towards them. Two of them had wings, and another two had horns sticking out of their heads. The ponies didn't seem quite aware of their surroundings yet because they all had their eyes closed.

"Greetings Optimus," The purple one spoke. "I'm Twlight Sparkle, these are my friends, and we're here to"- she couldn't finish her sentence, because at that time she and the other ponies had opened their eyes to view their surroundings, and they all wore expressions that matched the Autobots and humans present at the time.

It was an awkward silence that was only broken by Jack uttering a single word in a flat tone.

"What?"

Chapter 4

It was quite a spectacle for each side to behold. A group of humans and giant alien robots had now come face to face with a squad of six candy-colored miniature talking ponies. They were probably only slightly taller than Rafael and just below Miko in height. Neither party was sure how to behold these strange new sights that lay right in front of their eyes.

"Ratchet," Arcee said with her stunned expression still fixed on the unusual creatures. "What exactly are we looking at?"

"It would appear that these are the ones who promised to help us," Racthet mused in an exasperated tone, his gaze also not turning away from this spectacle. "But I still can't believe it…"

"Are those…ponies?" was all Jack could muster.

"And unicorns, and pegasi?" Rafeal continued the question in an equally delirious manner.

"It's like an 8-year-old girl's dream come to life," Miko uttered in surprise.

Twilight and her friends couldn't move from their spots out of sheer emotional surprise. They were in a weird cave surrounded by giants that towered over any dragon they had ever seen.

"Twilight," Applejack quietly muttered to her friend. "Where are we?"

"I'm not sure," Twilight responded. "In all of the books I have ever read, I never come across anything like this before."

"This is Optimus Prime?!" Rainbow Dash whispered to Twilight while referring to the red and blue giant in front of them. "He could just stomp on Discord like a bug!"

"I hope they won't squish us like bugs!" Fluttershy whimpered while huddled on the ground, shaking in fear.

"Well we can't just keep gawking at them," Rarity was the first one to try and get the group to focus. "We should at least try and introduce ourselves"-

"Oh my gosh, this is AMAZING!" Pinkie Pie had already recovered from the initial shock and was bouncing toward these new beings. "I've never seen anything like this! Oh, what's that thing over there, or that, or that thing? Oooh, that thing has numbers on it! Hey, how many ponies do you think we could fit in here? We could hold the most ginormously super-duper party ever! I bet we could get all of Ponyville in here! Or maybe even"-

But before Pinkie could prattle on any further, Twilight decided to levitate Pinkie with her magic and bring her back to where the rest of the group was standing. Rarity was right, a formal introduction was in order.

"Sorry about that. Anyway as I said earlier, I am Twilight Sparkle, and these are my friends. To my right is Applejack," she said as she lifted her hoof to point to the orange pony in a cowboy hat.

"Pleasure makin' all yer 'quaintences," Applejack greeted them as she gave them a tip of her hat.

"To my left is Rainbow Dash," Twlight went on and pointed out the blue winged pony with a Rainbow mane.

"How's it hangin'?" She asked while flapping her wings and flying over her friends' heads.

"This is Rarity," Twilight continued the introductions with a white unicorn.

"Charmed." Rarity uttered with etiquette as she made a bowing gesture.

"Over here is Pinkie Pie," Twilight pointed to the pink pony with an even pinker, poofy mane.

"Hi," She stated in a high-pitched squeak. "I hope you all like parties!"

"And lastly we have Fluttershy," Twilight pointed to an empty spot before realizing she was still cowering behind her friends. The others moved out of the way so Twilight could encourage her friend to make an impression. "Go on Fluttershy, say hello."

"Hello," the yellow pegasus whispered in a voice so quiet even her friends could barely hear her.

As the team witnessed this round of introductions, they were finally getting over the initial shock from before, but they still wore an expression of great surprise on their faces. Finally Arcee decided to break the tension.

"Optimus," Arcee sternly muttered to her leader. "A word in private, please." The Autobots all walked to the other side of the base, while the ponies decided to go off in their own directions and look around the base. The group gathered close together to discuss their new situation.

"This is our last line of defense?" Arcee vented under her breath. "Six little ponies who aren't even any bigger than the kids? We'd be better off going in solo!"

"C'mon Optimus," Bulkhead joined in on the debate. "There had to be some sort of mix-up with the Groundbridge."

"While I admit that this revelation is – strange," even Optimus had to struggle to find the right words. "I do believe that if they knew about Discord's existence, then they know how to defeat him. We should treat them with the same respect we show the humans and introduce ourselves."

Then they all decided to break off and talk to members of the group one-on-one.

First, Bulkhead decided to go see Applejack. She actually seemed very receptive. "Well howdy stranger, what's your name?"

"I just go by Bulkhead. You can say that I'm the wrecking ball for this team," he said with a tiny laugh as he slammed his fists together.

"Boy, with someone as strong as you, I'm sure you could give Big Macintosh a run for his money applebucking at the farm!" Applejack said gleefully.

"Uh yeah, thanks." Bulkhead didn't quite understand, but he was pretty sure it was a complement.

Next Arcee decided to introduce herself to Rainbow Dash. This one flew up to eye level with Arcee to hold the conversation.

"Hey, the name's Rainbow Dash," she greeted.

"Call me Arcee," Arcee responded rather unenthusiastically.

"I like your colors," Rainbow Dash tried to complement. "Blue makes you look awesome!"

"Oh really?" Arcee replied, gaining more interest in this conversation. "Your Rainbow hair thing isn't half bad either."

Optimus decided to head over to the tiny yellow one cowering in fear. He kneeled down as far as he could so he could face her at almost eye level.

"Hello, Fluttershy," Optimus tried to greet her as warmly as possible. "I take it this sudden change in scenery has been very overwhelming for you." He waited for a response, but all she did was make a high pitched mumbling noise while she kept her face covered with her front legs. "I understand your fear, but I promise you that as long as you remain with us, we will do our best to protect you and your friends."

And at this Fluttershy finally lifted her head and looked at Optimus in the face. Her expression slowly changed as a tiny smile lit up her face.

Ratchet, however, had decided to go back to his keyboard, but Pinkie Pie had ambushed him as soon as he got there.

"Hi there!" She squeaked as she popped up out of almost nowhere. "What's your name?"

"Uhh, Ratchet," he responded. "I'm the team medic."

"Oh wow you're a doctor? That's great because I know quite a few doctors back in Ponyville. There's Doctor Caramel, Doctor Feelgood, Nurse Redheart and her sister Blueshield," Pinkie just went on and on until it got the better of Ratchet's nerves.

"Look Pinkie, I'm very busy; so I'd appreciate it if you would go away!" He responded sternly.

Pinkie gave Ratchet a blank stare in surprise. Then she started talking again. "Boy you sure are cranky, you remind me of this cranky donkey. His name is Cranky Doodle Donkey, can you believe it? He was cranky just like you, but then I found his long lost love, and now he's still cranky, but he's cranky in a nicer way…"

As Pinkie went on and on Ratchet could only sigh in deep exasperation.

Lastly, Bumblebee was approached by Rarity. "My, aren't you the dashing one?" She said with a rather refined yet still down to earth accent. "Normally black-and-yellow is a horrible color combination for any dresses I design but you pull it off quite nicely."

"Beep-bip-bzzzt-zp!" Bumblebee responded.

"I'm sorry, what?" Rarity asked flatly.

"He said he appreciates the complement," Raf came in and acted as Bee's translator.

"Oh, thank you-uhh," Rarity had not yet heard his name.

"It's Rafael, but you can just call me Raf for short."

"Right, Raf," Rarity eased more and more into this new conversation. "You can understand him?"

"Yeah, always have." He responded simply.

"But how?" She asked with great curiosity.

"I'm not sure. I guess we just have a connection," he told her plainly.

As Twilight stood by herself, unsure of what to make of all of this, the humans decided to approach her.

"Hi, my name is Jack," he stuttered awkwardly before pointing to the other two. "This is Miko, and over there is Rafael. It's…nice to meet you."

The purple unicorn eyed him curiously before turning her gaze to the Autobots and back to the kids. "Oh I get it," she said to herself as her face appeared to be stricken with enlightenment. "It's just like how little baby dragons grow up to be such huge adult dragons!"

"Come again?" Jack was not sure how to respond to such a strange statement.

"You must be their babies! And when you grow up, you'll be big, strong giants like your parents over there! Hmm, you don't seem to have grown an outer shell like they have yet," she observed before poking him in the belly with her hoof.

"Ow!" He screamed as he drew away from the jabbing horse while Miko tried to contain her laughter. "We're not their kids! We're humans; they're Cybertronian."

"Cyber what now?" Twilight repeated in complete confusion.

"Look, it's a long story, I'm sure they can explain it to you." And shortly after that, the Autobots broke up their individual conversations and gathered everyone together.

"We are autonomous robotic organisms from the planet Cybertron," Optimus began his proper introduction. "Also known as Autobots."

"Hey, that guy just said you guys were Cybertonarians!" Pinkie responded in an obliviously angry state.

"That's 'Cybertronian,'" Optimus rebutted. "And we Autobots are only one distinct race of Cybertronians."

"So does this mean we're on Cybertron now?" Twilight asked with great curiosity.

"No," Optimus replied. "Sadly it has become impossible to live on our home planet anymore. Since then we have found a new home with these humans on the planet Earth, which is where you are currently located."

"What could have caused your old home to become uninhabitable?" Twilight asked in concern.

"That is not important at this time," Optimus responded. "What is important is that we stop Discord from possibly doing the same to this world. Do you know how we can stop him?"

"Easy," Twilight said. "We just have to use the Elements of Harmony on him, and he'll be back in statue form in no time!" As she exclaimed this, she and the others took stances that properly displayed the jewelry they were all wearing; Twilight drew attention to the tiara on her head while the others puffed out their chests to point out their necklaces.

"That's it?" Ratchet exclaimed with slight frustration. "A demi-god is on the loose, we go through all of this trouble to find a solution, and all it takes to stop him are a few trinkets?"

Optimus once again played the voice of logic. "It stands to reason that for a self-proclaimed creature of chaos like Discord, his weakness would be artifacts with the power to restore order."

"Speaking of which, where is Discord anyway?" Rainbow Dash asked. "Everything seems fine right now."

"After this whole spectacle, Discord may not even be a problem," Ratchet said rather bitterly. "If all we needed to stop him are six talking horses with sparkly necklaces, how much of a threat can he really be?!?."

"Calm yourself Ratchet," Optimus consoled his friend. "Maybe we can use the news to find out if he's been up to any activity."

"Hmmph, fine," Ratchet replied as he typed away on his keyboard to bring up the news stations on the monitors. "What's the worst he could do, throw pies at someone's face? Or maybe he" – at that moment, every news channel in the country seemed to display the same thing: absolute chaos. "By the Allspark…" was all Ratchet could mutter to himself.

"It's complete pandemonium out there folks!" One newscaster reported in slight panic. "It's one of the largest hailstorms in New York City to date, but there isn't even a single cloud in the sky! Not to mention temperatures have reached a boiling new record of 135 degrees Fahrenheit, which makes the raining ice even more improbable! Residents are advised to seek shelter and-aaaaagh!" The reporter screamed as ice chunks the size of baseballs had apparently broken through the roof of the news station and were pelting everyone in the room. One ice chunk hit the camera and cut off transmission, so Ratchet changed to a new channel.

"The unthinkable has happened as all of Hawaii has been stricken by a 10 foot snowstorm," A newslady wrapped in snow clothing reported. "T-t-t-t-t-emperatures have been reported to be at -10 degrees Fahrenheit and dropping. So p-p-p-please find any way to keep warm and-" Rachtet changed the channel once more.

"The plains of Nebraska and Iowa have been hit by a flashflood," another anchorman reported, "It was literally a flash flood, as all of this water appeared in a giant flash! But the bizarre thing about it is that the edges of the flood are just in the middle of nowhere!" He said in front of a giant wall of water that was not being retained by any sort of structure. Ratchet channel flipped once more.

"Huxley Prescott reporting," came boldly from a middle-aged man in a red suit and glasses. "Things are getting out of control as the town is being turned upside down...LITERALLY!" He pointed his camera behind him to show several buildings not only completely flipped over, but also hovering in mid-air! "Fortunately," he went on, "The Burns Family and their Rescue Bots are already on the scene!" His camera showed an orange helicopter using its harness to pull civilians out of a floating building. Down below the chopper, a large red robot with a firefighter symbol on his head was working with a large blue robot wearing a police symbol to hold a large trampoline to help the citizens land safely. Meanwhile a green bulldozer was busy using its giant scoop to catch any miscellaneous falling objects. "But while the citizens of Griffin Rock may be able to breathe peacefully for the moment, who knows what other catastrophes are lurking around the corner!" Ratchet heaved a small sigh of relief as he turned to another station.

"Things are crazy up here in the north," another news anchor was reporting live. "I would not believe it if I weren't seeing it myself, but the sky is in fact, raining pies." As he said this, a blueberry pie landed on his face and covered him in goop. This would not be too huge of a problem except that every now and again one of the pies"- he was cut off by a large explosion noise. –"spontaneously combusts. Hopefully we can fix this mess before someone gets hurt. I'm Spike Spencer, and this is the 6 o'clock news." Ratchet had seen enough and turned off the television.

Meanwhile in earth's orbit, a spiked spaceship known as the Nemesis was floating over the planet, the Decepticons inside seeing all of the panic erupting on earth.

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

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

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

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

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

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

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

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

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

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

"Good. Now prepare the Groundbridge!" Megatron ordered as he walked off. "We're heading back to earth!"

"As you wish, lord Megatron," Starscream muttered. He checked to see if Megatron was out of earshot. He then muttered to himself, "Let's hope you don't get "squished" again," before chuckling at the thought of Megatron receiving such a humiliating defeat.

"Woah," Rainbow Dash said blankly. "This is 1000 times worse than anything he did in Ponyville. How long has he been out?!"

"It's been about an hour and a half since we first found him." Ratchet said. "Why?"

"Discord was free for over a day back in our world, and the worse he did was restricted to one town!" Twilight responded.

"Are you saying he's gotten stronger?" Optimus inquired.

"I don't know," Twilight answered, "but whatever it is, Discord has become"-

"-tougher," Applejack cut in.

"-badder," Rainbow Dash added.

"-more horrid," chimed Rarity.

"-scarier," Fluttershy muttered.

"-meaner," Pinkie Pie growled.

"-worse than ever before." Twilight finished the team chant. "At this rate, the whole world will be thrown into chaos!"

"Hmmm, I believe it may have something to do with his new location," Optimus hypothesized.

"What do you mean?" Jack asked in concern.

"I'm guessing that, based on Twilight and her friends, Discord comes from a more…innocent place. Now that he's here, he's able to feed on the negativity that's more abundant in the human world."

"So now he's supercharged. Great," Arcee muttered.

"Not to worry," Twilight consoled her. "One blast from the elements should still be enough to take out Discord.

"Then we should not hesitate any further," Optimus added, "And confront Discord as soon as possible."

"I believe I can use the energy signature from before to track his current position," Ratchet proclaimed. "I'll drop us a few clicks away from his position so we can surprise him. And when I say us, I mean myself as well. This new team may require a medic in case of emergency."

"Good thinking, Ratchet." Optimus replied. "Bumblebee, I trust you to handle the Groundbridge this time."

"Brzzzt-bip!" Bumblebee accepted the responsibility.

"Alright, everypony," Twilight addressed the group. "Let's do this!"

"Wait," Jack commented. "Did you just say 'everypony?'"

"What?" Twilight responded. "You know: everypony, somepony, nopony. It's basic grammar." At this, Jack could only hold his hand up to his face in embarrassment to properly convey his emotion.

"Alright team," Optimus commanded, "get ready to roll out!"

Chapter 5

The team of six ponies and the four Autobots had been assembled. It was at last the time to confront Discord and save the world.

"Bumblebee, activate the Groundbridge!" As soon as Optimus gave the order, Bumblebee threw the switch, and the base was once again lit with the green light that emits from their portal. Optimus went through first, followed soon after by Ratchet, Arcee, and Bulkhead. The six ponies all shared a quick glance of uncertainty at each other, but then they soon steeled their nerves and followed the Autobots through the Groundbridge. However, at this time, a certain someone also decided to go follow the team, as Miko ended up making a break for the portal. However, before she could get too far, Jack and Raf ended up catching her in the act.

"Miko, are you crazy?" Jack scolded. "It's going to be way too dangerous out there."

"Oh come on," Miko retorted. "Aren't you the least bit curious to see how six talking horses are going to defeat this magic dragon-thing?"

Jack opened his mouth to answer, but the more he thought about it, he realized he couldn't give the response he wanted to say. He and Raf wanted to see this just as much as Miko did.

"Alright fine," Jack finally gave in. "But we keep our distance, and the moment things get too dangerous, we call Bumblebee to bridge us back to the base." And with that, the three of them made their way through the portal. Bumblebee was unfortunately too busy maintaining the operation of the Groundbridge to notice the three kids sneak through.

As the Autobots exited the Groundbridge, they made a note of how chaotic the weather had gotten. An ominously low growl of thunder crashed in the sky, and an eerily spooky wind howled throughout this rocky region. The clouds in the sky had started swirling around a fixed point in the distance, no doubt where Discord was located.

"Alright everyone," Optimus instructed, "Stick together, and be ready for anything." The Autobots then proceeded towards the center of chaos, with the ponies closely behind them.

"Things sure have gotten out of hand over the country," Arcee reflected on what she had seen on the news channels with a look of grimace on her face.

"Yeah, I hope the kids'll be fine at the base," Bulkhead thought aloud.

"Oh don't worry about that," Pinkie Pie chimed in, "They've been following us the whole time. See?" As she said this, she turned around and waved to a small rock face protruding from the ground.

After hearing this, the rest of the team stopped in surprise and looked to where Pinkie was pointing. "Jack, Miko, Rafael," Optimus said sternly. "Come out of hiding now."

The jig was up for the kids. They emerged from their hiding spot and awkwardly waved back at Pinkie.

"You three know better than to follow us out here on the battlefield," Optimus reprimanded his young compatriots.

"That's what I said, but Jack wouldn't listen," Miko accused Jack in an attempt to divert the blame from her.

"What?" Jack responded in shock. "You were the one who"-

"It does not matter who is at fault," Optimus cut in. "What matters is that we get you back before anything else happens." He then proceeded to try and contact Bumblebee at the base.

"Bumblebee, we need another"- but before he could finish, Twilight noticed something in the sky heading right towards them. "What that?" She asked as she pointed to a mysterious purple and grey aircraft. However at that moment, the aircraft transformed into a giant robot and landed right in front of them. He was not alone though, as soon after, a red car and blue car sped to his side and transformed into robots as well. Then another 3 aircraft approached this location. The first was a grey jet that transformed into a slender robot; next there was a blue and purple jet that transformed into a robot that seemed to have a blank screen where his face should be; lastly came the black helicopter that transformed into a female robot with four extra appendages extending from her back. The six beings now all stood together, facing the Autobots.

"Megatron," Optimus uttered the name of his nemesis with great disdain.

"Airachnid," Arcee however, could do nothing less than utter the name of her enemy with absolute scorn. She popped the blade out of her arm, ready to confront the one who caused her so much pain. At the sight of this, a few of the Decpitcons raised their weapons and were about to fire.

Before any fighting could begin, however, Megatron raised his hand to signal the other Decepticons to stand down. "Ah, Optimus," Megatron began. "I see we both have our sights set on the same target."

"Does this mean you intend to help us fight Discord?" Optimus responded in surprise.

"Make no mistake, I have no intention of helping you," Megatron sneered. "But I will not allow someone else to take what is rightfully mine. If that means a truce between our forces for the time being, then so be it." After this he turned toward the Decepticons behind him. "And if one of you raises so much as a hand against the Autobots, I guarantee you will never use that hand again. Do I make myself clear?" The four Decepticons other than the faceless machine felt a look of fright pass over their faces as they stood against Megatron's intimidating glare. Against their stronger desire, they complied and lowered their weapons.

"Excuse me," Megatron heard a meek voice near his feet. Once he turned to find what was below him, he looked quite surprised to find a purple unicorn at his feet. "Are you guys friends of Optimus? It is so nice to meet you. I suppose we should introduce ourselves. I am Twilight Sparkle and these"-

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

"Make no mistake Megatron," Optimus replied. "These six ponies hold the key to defeating Discord. Our fates rest on their shoulders."

The Decepticons looked baffled at what he had just said. Knockout could only try to hold back his laughter, and Megatron could not help but eye these small creatures and be puzzled by Optimus's words.

"Interesting theory," Megatron teased Optimus. "Let's see if you're right."

Shortly after that, a familiar white light flashed above them, accompanied by evil laughter, and Discord appeared above them once more.

"Oh my, I hope I'm not interrupting anything," Discord coyly taunted the Cybertronians.

"Discord," Twilight called out to their foe. "Why did you come here? What are you up to?"

"Twilight, long time no see!" Discord exclaimed with strange delight as he teleported down to her location and picked her up with ease. "Oh my, you've grown so big since I last saw you. How have you and your friends been? We should all get together some time and catch up after the good old days."

"Knock it off Discord," Twilight was not in any mood for Discord's antics. "You're causing a lot of people to get hurt right now; you've gone too far this time!"

As soon as he heard this, he let go of Twilight and let her plop on the ground. "Ugh, it's always so 'down to business' with everyone," he uttered in slight disgust. "Why can't it ever just be, 'Welcome back Discord, it's a pleasure to see you again, my old friend.?'"

"We're not friends!" Twilight sternly responded.

"You wound me, mon-amis," Discord followed up with feigned sorrow.

"Enough!" Megatron barged in on their conversation after his patience had been depleted. "I grow tired of waiting. If they refuse to do anything, I'll crush him myself!" Megatron once again had his blaster cannon aimed at Discord.

"Oh what, you're going to shoot me?" Discord replied in a clearly mocking tone. "Do you honestly believe that can stop me? Fine, if you robots all insist on budding in, I'll just have to subdue you for the time being." As he said this, he snapped his fingers, and a white light enveloped both the Autobots and Decepticons. After the flashes subsided, the kids and the ponies could not believe their eyes. Where each of the Cybertronians previously stood were instead a group of humans!

Optimus was now a tall, average looking human with brown hair and a small matching mustache above his lip, garnered in blue jeans and a red shirt. Bulkhead was now a large yet rather muscular dark-skinned bald man wearing a ggreen football jersey. Arcee had become a black-haired woman in a blue riding suit. Ratchet turned into a gray-haired old man wearing a doctor's overcoat on top of a red shirt, black pants combo.

Similarly, the Deceticons had also been humanized. Knockout was now a human with red hair in a red jumpsuit, Breakdown was now a muscular tan-skinned, blonde-haired man with a patch over his right eye, and Airachnid turned into a black-haired, dark-skinned woman. The faceless Decepitcon Soundwave did not reveal much from his humanization, as he was wrapped in a blue and purple cloak that did not reveal any feature of his body. His hair was wrapped in a matching turban, and his face was covered by a featureless black mask. Starscream became a slender man in a red & gray suit, his hair also a mixture of gray with red streaks in certain parts. Megatron was transformed into a gray-haired old man who wore a long black trenchcoat. Oddly enough, he still had his red eyes from before.

"Optimus," Jack tried to find the words he wanted to say. "You're…you're…human!"

Optimus did not respond, as he and the others were still too surprised by what they saw as they inspected their new bodies.

Megatron, however, was only filled with horror as he looked at his new form. "What have you done to me?" He screamed in anger at Discord. "Now I'm no better than those lowly humans!"

"You like it?" Discord teased. "I just wanted to make sure you didn't interfere in my little game. Now as for you," he said as he turned toward the 6 ponies, "Let's get rid of those annoying elements, shall we?" He raised his hand as it began to glow, and the elements all began to glow in the same color, but soon after the glow around the elements dissipated. At this moment, a look of panic ran across Discord's face, as he realized his powers had no effect on them!

"We're not falling for your tricks this time, Discord," Twilight scolded. "We stand united, ready to defeat you. You can't beat our friendship! Ready girls?" As Twilight addressed the other members of her team, they all responded with quick enthusiasm, and they all began charging up their respective elements.

Discord was panicked, trying think of a way to stop the Elements of Harmony, but he knew as long as they were together, they were invincible. Then Discord was struck with inspiration. He couldn't manipulate them, but he could manipulate everything else around them. He had to act fast, but he knew he could still win.

Right when the Mane 6 were about to unleash the elements, the ground almost came alive. A look of panic passed over each of their faces as they felt themselves being swept away. It seemed to be moving in 6 different directions, as each of the ponies felt themselves being pulled farther and farther away from each other. The next thing any of them knew, they were so far apart, they couldn't even see any other member of their team.

"Hmm, that just leaves the rest of you," Discord pondered aloud as he looked at the group of humans. "I suppose you can all prove to be useful to me yet."

"What is that supposed to m"- Ratchet was about to follow up on Discord's rambling, but unfortunately he and every human with him at the time was enveloped in a white flash, including the kids. After the flash receded, they were all gone.

"Now let's get started, shall we?" Discord muttered to himself in anticipation.

"Where am I?" Twilight asked as she was in what appeared to be a desert plain, completely vast and empty. Just as she took a step forward, the ground shook violently as several rock walls rose up around her. They appeared to go on for miles with no end in sight. Twilight gasped in realization at what was happening.

Discord had isolated the team and put them in a giant labyrinth. Again.

Optimus Prime woke up from his unexpected slumber to find himself still human and surrounded by rock walls. He looked around for clues but unfortunately found nothing. Unbeknownst to him and everyone else there, everyone had been separated and inserted into Discord's maze: Autobot, Decepticon, pony, and even Jack, Miko, and Rafael. However, the three children were fortunate enough to end up grouped together right at the start. As each of the individuals tried to gather themselves, they heard a familiar voice echo throughout the entire labyrinth.

"Welcome, everypony, one and all, to my Grand Maze," Everyone could hear Discord speak in a psychotically cheery tone. "To win, all you have to do is reach the end of the maze and meet me. Simple enough? Good. However, I've made a few restrictions to ensure no cheating. I'm sure most of my guests recall my recent action to disable blaster fire and vehicle modes."

As Twilight heard him talk, she said out loud, "You can't take away my magic this time, Discord!" Soon after she said this, her horn began to glow in a purple aura. A nearby section of wall also began to glow the same color. Twilight was using a spell to try and phase through the wall! However, as soon as she tried to walk through the wall, it stopped glowing, and she ended up being smacked face-first into solid rock.

"You're right Twilight," Discord's distant voice echoed in response to her earlier taunt. "I can't touch you, but I can control what's around you. "My second restriction was to make all walls of the labyrinth immune to magic."

Right after he said this, Rainbow Dash, in a distant location, decided to challenge Discord once more by taking off in flight and heading towards the sky.

"Let's see you stop me from flying!" She boldly proclaimed seconds before smacking into and unseen wall in the sky and crashing back down to earth.

Discord's voice soon responded once more. "And Rainbow Dash brings me to my third rule; I can't take away her wings, so I did the next best thing. The maze is covered by an invisible ceiling, and nopony can get through it."

Rainbow Dash picked herself up off the ground and regained her composure before Discord started talking again. "Now that those are out of the way, I trust you'll all be more compliant now? Great! Have fun, and good luck everypony!" Discord taunted followed by a haunting laughter that slowly died out over time.

With this, all 19 members in the maze gathered their nerves, and proceeded forward into the heart of the labyrinth.

Chapter 6

As Twilight took her first steps down the labyrinth, she began to go over these recent events in her head, trying to make sense of her current situation. Eventually she came to a forked path and stopped to ponder out loud, since she really didn't have anyone else to talk to at the moment.

"What's Discord up to?" She asked herself. "He can't break us like he did last time, so why put us in another maze?" Twilight knew just asking herself these questions wouldn't really get her anywhere, so she decided to get through this maze as quickly as possible. She turned to the right and dashed down her chosen path.

Soon after that, however, a stone wall rose out of the floor at that fork and sealed off the path Twilight had just taken. From the left path, the one Twilight chose not to take, Starscream walked into the fork Twilight was just at. However, with the road Twilight just took sealed off, Starscream only had one direction to go. Starscream, though, was none the wiser to these changing walls, so he just walked along and bemoaned to himself.

"It feels like I've been walking for hours. Oh what I'd give for my vehicle mode. Or maybe just my old arm. I could blast a hole through these walls and be done with this."

In a different section of the maze, Arcee was also attempting to make her way through the maze.

She held her index and middle fingers to the temple of her head, but nothing happened. "No comm link to talk to the others," she noted to herself before extending both her arms out in front of her, hoping her hands would transform into blasters like they normally would. "No weapons," she muttered again. This time she extended her arms out to her side and concentrated on turning into a motorcycle. Sadly, nothing happened this time either. "No motorcycle. I'm basically unarmed and completely defenseless. But other than that, being human isn't so bad," Arcee added that last part with a bit of obvious sarcasm. "Well, standing here whining about it isn't going to help." After this, she picked up her pace and continued through the maze.

Rainbow Dash was running through the labyrinth at full speed. She was zipping down corridors and making rapid turns left and right.

"Ha! I'll be out of here in no time," She congratulated herself out loud. However, when she came up to the next fork and was about to go right, a stone wall rose out of the ground and blocked her path. Her expression swiftly went from surprise to annoyance before deciding to go down the left path instead. She made it to a 3-way fork when more walls rose up to cover the left and right paths. Annoyed by this, she turned around and was about to go back the way she came when a third wall sealed off that path as well. Her anger rising, she bolted down the only path left and eventually came to a dead end. Her face was read with anger at this point. As soon as she turned around, she heard the walls move again. She turned again to see she suddenly had 3 paths open to her. A small smile finally ran across her face, but as soon as she moved toward the left, that path closed up again. Rainbow's smile was gone and she finally screamed to the sky in anger.

"HOW AM I SUPPOSED TO GET THROUGH THE MAZE WHEN IT KEEPS CHANGING?"

"Is that you, kid?" Rainbow Dash heard a familiar voice echo from the center path. She soon saw a small blue figure walk into sight. Even though this girl wasn't human the last time she saw her, Rainbow Dash could recognize the smug tone in her voice and look of confidence her eyes.

"Arcee!" Rainbow Dash squeed in delight as she ran over to her friend. "You have no idea how good it is to see a familiar face. Well, sort of familiar, but you know what I mean."

"The feeling's mutual, but we can't celebrate just yet. We still need to find the others," Arcee responded.

"Right, let's go!" And with that, the two continued on down the labyrinth.

Ratchet was doing his best to navigate the corridors as well.

"Hmmm, if I'm right, I should turn…here!" Ratchet muttered to himself as he ended up turning into a dead end.

"Ugh, why did he even bother with this stupid maze in the first place?!" Ratchet sighed in exasperation. Suddenly, he started hearing a faint, high pitched noise. "Who's there?" Ratchet asked aloud only for no one to answer. As the noise drew closer, however, he noticed that it was changing pitch at different rates.

"Is someone…whistling?" He pondered out loud. Shortly after that, the noise became so loud, Ratchet could tell the source was just around the corner. As that source turned the corner to face Ratchet, he let out a small gasp of horror as he realized what he was dealing with.

"Well hi there, Mr. Ratchet!" Pinkie greeted her newest friend. "Fancy running into you in a place like this, huh?"

"Not you again…" was all Ratchet could muster in an annoyed tone.

Applejack was cautious treading the labyrinth, looking in all directions for anything that stuck out of the ordinary.

"If Discord tries that trick with the apples again, I swear I'll buck him into next Tuesday." Unfortunately as she was saying this, she did not have her gaze in front of her, and as such did not see the figure standing in front of her. She ended up colliding into the backside of this person and knocked him over. "Hey watch it!" He shouted out as he turned around to find out to see who hit him. Once he saw her however, all he could say was "Applejack?"

As Applejack regained her composure from the collision, she finally saw who she met. "Bulkhead, is that you?" She asked in uncertainty after gazing upon his human form.

"In the flesh," Bulkhead responded. The irony of that statement was not lost on either of them, but they both still let out a chuckle from the much needed joke.

"Now what?" Applejack asked in uncertainty of their next move.

"What else?" Bulkhead responded with confidence in his voice. "We find your friends, my team, and then we tan Discord's sorry hide."

"Yee-haw!" Applejack exclaimed in delight. "That sounds like a plan to me!"

"Then let's get moving!" Bulkhead added in. Then the duo set forth to reunite with their comrades.

As Fluttershy made her way through the series of twists and turns, she kept her head held low, timidly treading at a slow pace, her nerves just about ready to explode with fright. She was looking around her surroundings, approaching everything with caution, when she suddenly heard faint footsteps in the distance. As she continued to listen, she realized that they were getting louder, and that whoever it was was closing in on her! Fluttershy did not want to take the chance. She sprinted away as fast as she could. But no matter how quickly she ran, the noise still wouldn't get any quieter. The next thing she knew she was in a dead end corridor. She turned around to see a shadow looming over the wall, and the footsteps were even louder than before! At this point she could only drop to the ground and huddle up in fear and hope whatever was coming would ignore such a small and insignificant creature. But her fear turned to delight as she heard the voice coming from the figure approaching her.

"Hello, Fluttershy. I trust you are doing well?" Fluttershy looked up to see the face of none other than Optimus Prime standing over her.

"Oh, Optimus, thank goodness!" Fluttershy exclaimed in absolute joy. "I was so worried that I was going to be all alone again in another one of Discord's games."

"That won't happen," Optimus replied sternly. "I made a promise that we would protect you and your friends, and I intend to keep it!"

Fluttershy saw the determination in Optimus's eyes and gave him a big warm smile, the kind of smile she only comfortable giving around her closest friends.

"Which way do you think we should go?"

As Jack, Miko, and Raf, came to another series of turns in the labyrinth, Raf had decided to ask for Jack's advice on the next route to take.

"I don't know, you've been doing a good job of picking so far. Maybe we should ask Miko." But as he and Raf turned around to ask her opinion, they were surprised to find her with her arms wrapped around herself as she looked around with a rather nervous expression on her face. "Uh Miko?" Jack asked with a curious look on his face, "Are you okay?"

"Yeah, I'm fine," Miko responded in a jittery voice, not even bothering to look Jack in the eye when she answered. "Is it me, or are the walls closing in?"

At this Jack and Raf looked to each other in confusion, and then looked around to see that the walls were sitting perfectly still.

"Miko," Raf inquired, "Are you claustrophobic?"

At this Miko seemed to temporarily forget her fear and address Raf, even if it was due to confusion. "What does Santa Claus have to do with any of this?"

"What he means is," Jack cut in, "you've been acting weird ever since we got into this maze. Are you afraid of closed up spaces?"

"What, me? No!" Miko replied in obvious denial. "Just because I was trapped under an avalanche for six hours with Bulkhead that one time and almost ran out of oxygen doesn't mean I'm claustio-whosit now, does it?" She recounted the recent traumatic event with apparent ease, but she soon started hyperventilating and was on the verge of panic.

"All right, take it easy. We'll be out of here soon," Jack attempted to reassure her, "We just have to find the others." As soon as he finished that sentence, he heard a familiar voice ring out in the distance. "Jack? Is that you?"

Jack and the others turned to see the purple unicorn Twilight Sparkle heading straight towards them. "Oh, this is wonderful, I'm glad to see- wait," Twilight quickly gave Jack, Miko, and Raf a hard look-over. "You didn't run into Discord by any chance, did you?"

The three looked at each other in slight confusion. "Uh, no. Why?" Jack responded.

"Well, you aren't gray, so you might be telling the truth," Twilight muttered to herself.

"What are you talking about?" Raf asked inquisitively.

"Oh, nothing," Twilight answered. "It's just that last time we fought Discord he did something just like this to turn us against each other."

"But you seem to have overcome that," Jack pointed out. "Does he really think the same trick will work twice?"

"I'm not sure," Twilight answered, "Which is why we have to get everyone else back together again as quickly as possible!"

"Then let's get going already!" Miko shouted with determination, apparently having temporarily subdued her fear. The four of them now resumed their journey together.

"I'm impressed you managed to find me so fast, kid," Arcee gave the compliment to Rainbow Dash.

"No sweat," Rainbow Dash replied as nonchalant as possible. "I probably could have found you in ten seconds flat if the walls would have stopped changing."

"Wait, the walls are moving?" Arcee inquired. "How come I never saw them do that?"

"I was probably going too fast for them to keep up," Rainbow said in a rather bragging manner. "It's probably just some dumb trick to make this maze a little harder."

"Or maybe Discord's trying to control how we go through this maze." Arcee hypothesized. "Maybe he wants certain individuals to meet up."

"But why?" Rainbow Dash asked with curiousity.

"Why indeed…" The voice that answered Rainbow Dash did not come from Arcee but rather right behind them. They turned to see a dark skinned woman facing them. Rainbow Dash did not know who she was, but Arcee could instantly recognize that venomous voice of hers.

"Airacnid!" Arcee yelled with great malice.

"…And then I said, 'Oatmeal? Are you crazy?'" As Pinkie Pie bounced along with Ratchet, she decided to regale him with some of her stories to pass the time. Sadly, Ratchet did not seem interested, as he dragged himself behind her with a look of pure exhaustion on his face.

"Oh merciful Primus, what I would give to find somebody else to talk to right now," he muttered to himself in deep exasperation.

"Well you're in luck, mister, because I see someone up ahead. I think he's one of those new friends of yours we saw earlier," Pinkie replied while extending her front hoof to point to the man in front of them. He was clad in mostly red to match his hair. "HEY! OVER HERE! HELLO?" She screamed while waving at the mysterious man.

As he heard this loud noise, he finally turned to face them. He gained a smug look of glee on his face as he greeted them. "Well, if it isn't the good doctor," he addressed Ratchet.

"Hello, Knockout," Ratchet replied softly yet angrily.

"It feels like we've been going around in circles," Applejack mused as she and Bulkhead continued to drudge through the seemingly endless assortment of walls. "You sure you know where we're goin'?"

"Don't sweat it," Bulkhead replied with vigor. "I'm one of the team's best navigators. I know exactly what I'm doing."

"Really?" Applejack raised an eyebrow as she called Bulkhead's bluff.

"Well…no," Bulkhead responded, slightly deflated. "But how hard can it be to just keep walking around a bunch of walls? We'll make the end eventually if we just keep going."

"You never were very good with directions were you, Bulkhead?"

At this Bulkhead and Applejack turned around to see a surprising new figure stand right behind them. It was hard to tell at first, but Bulkhead could recognize the menacing glare of his rival anywhere.

"Breakdown," Bulkhead muttered in quiet anger.

"In the flesh," Breakdown replied, ironically echoing Bulkhead's joke from earlier, but with a much more malicious tone.

Optimus continued down the path ahead of him, he occasionally turned back to check up on the companion slowly tagging along behind him. "Fluttershy, I understand you are upset by our current predicament, but we must pick up our pace if we wish to reunite with the rest of our friends." He addressed her in such a dire yet calm manner.

"I know, I'm sorry Optimus," Fluttershy replied while keeping her head hung low to the ground. "It's just that I feel like we're being watched."

"Since this maze is Discord's creation, it's possible he may have found a way to observe all of us as we go through this labyrinth together."

"Oh dear," Fluttershy slightly recoiled as she listened to Optimus's hypothesis. "But that isn't actually what I meant. I think someone is nearby, and I'm pretty sure that person is watching us right now."

At this, Optimus looked around to observe the surroundings. He noticed a slight movement around the corner they had just turned. "Identify yourself!" Optimus ordered in a stern yet fierce tone.

As the mysterious stranger turned the corner, he revealed himself to be a featureless body, nearly completely covered in garments from head to toe with the exception of a blank mask covering his face. He stood there in complete silence, but Optimus managed to recognize him as the former Cybertronian Soundwave.

"Oh dear," Fluttershy quietly murmured to herself.

Starscream drudged on ever further into the maze, not sure how much farther he had to go. He shuffled his legs somberly, just about ready to collapse from exhaustion.

"Oh, what's the point?" He bemoaned to himself as he fell on his back and lay on the dirt beneath him. "No weapons, no communication, no Energon, and no way out in sight. I might as well just sit here and wait for the end." He looked up to the blazing sun shining down on him, then closing his eyes and hoping his spark would leave his body peacefully, assuming he still had his spark, that is.

Not too long after that, however, a shadow loomed over his head and blocked out the sun from his view. He opened his eyes, and was quite startled to see a white horse with a horn and purple mane looking down on him with curiosity written all over her face.

"Excuse me dear, but is there something you need help with?"

Twilight galloped forward, leading the charge, as the four of them attempted to make their way to the rest of their team as soon as possible. Eventually they came to a massive circular opening that had several other exits along the perimeter.

"We reached the center of the maze," Twilight squeed with joy. "If we wait here, it's only a matter of time before we find the others!"

"Awesome! And it's such a wide open space, too!" Miko exclaimed as she took in a big breath and let out a sigh of relief.

"I'm going to try and go get the others," Jack said as he ran off to different exit from the center.

"But wouldn't it just be easier to wait?" Raf asked with deep concern.

"We need to find everyone ASAP," Jack responded. "I'll make sure to mark which paths I've taken so I can find my way back. For me and for anyone else I can find. I'll be back soon!" And with that, Jack ran off into the maze once again.

Several moments later, however, Jack ended up running back into the center from a different location.

"Wow, that WAS soon!" Miko snided sarcastically.

Jack started to look around in extreme confusion. "But how!?! I never took any turns! I shouldn't be back here!"

At this, Raf and Twilight looked at each other in concern. They both decided to take new exits and ran through them as soon as they could. Within minutes, they ended up back in the center once more.

"That's impossible!" Twilight shouted. "It was just a single path. How can it curve back around into the center without intersecting anything?"

"It happened to me too," Raf added in with a hint of panic. "It's like we're being trapped here in the center."

"We're STUCK here!??" Miko panicly shouted before making small hyperventilating noises. Just then though, they heard the sound of footsteps echo loudly through their corridor.

"Did you hear that?" Jack silenced the rest of the group as the footsteps grew louder. "Someone's coming!" The others let a smile light up across each of their faces, but as they ran toward the opening where they heard the footsteps coming from, the smile slowly fade from their faces as they saw just who was coming toward them.

Out of the exit stepped a tall old man in a black overcoat, but the distinct red glare from his eyes made it perfectly clear who it was.

"Megatron…" Jack uttered in near silence.

Chapter 8

Bulkhead and Breakdown stood ready to face off against each other, but then Applejack jumped in between them to try and intervene. "Now hold up there, fellas. I don't know what got into you two all of the sudden, but I'm sure there's a better way to work out yer problems."

"What's she going on about?" Breakdown asked in annoyance towards the one trying to interfere with his battle.

"I'm sure you two can talk out whatever's got you all riled up. Just be open and true with each other, and I know you'll get things sorted out. A little honesty goes a long way," Applejack said soothingly in an attempt to quell their anger.

Bulkhead and Breakdown met each other's gaze before Bulkhead turned back to Applejack to respond. "Applejack," Bulkhead began, "The truth is… there's nothing to talk about. Breakdown and I already know what the problem is."

"No, Bulkhead, let's humor the little horse-thing," Breakdown retorted almost sarcastically. "Is it because I'm a Decepticon now? Or is it because I abandoned you and Seaspray at the Battle of Alpha Seven?"

"You know the Wrecker code, Breakdown," Bulkhead replied in anger. "A Wrecker never leaves a squad member behind. We barely made it out of there alive because of you!"

"I guess you just didn't see the truth, did you?" Breakdown responded coldly. "The Decepticons had more than enough reinforcements to take the outpost, and even if we managed to hold them off, they were still going to overtake the Capitol Station anyway. It was a hopeless battle, but I was smart enough to join the winning side!"

Bulkhead clenched his fist and gritted his teeth in anger, while Applejack sat to the side, trying to take in all of this information at once. "I-I didn't know…This is too much for me to handle…" she said to herself while sitting down and trying to understand this spectacle.

"You turned your back on your own kind; you sold us out, Breakdown!" Bulkhead shouted. "The truth is you were never a Wrecker to begin with!"

"No, the truth is that if you and old barnacle-brain couldn't handle it on your own, then it's your own fault!" Breakdown retorted.

"That's it!" Bulkhead yelled before making a charge at Breakdown. He threw a punch and managed to land a hit on Breakdown's jaw, but at the same time, Breakdown managed to connect a hit of his own with Bulkhead's gut. The 2 were slightly knocked back in recoil, but they soon continued brawling.

"If this is what the truth brings, I don't think I can take it," Applejack quietly muttered to herself as she pulled her hat over her head in shame.

Unbeknownst to any of them, the faint orange glow that was emitting from Applejack's necklace faded away.

"Pinkie, Knockout and I are not friends," Ratchet protested to his bouncy companion. "And we never will be!"

"Oh don't be silly, Ratchet," Pinkie replied with naïve optimism. "You can be friends with EVERYONE! You just need to make them smile."

"This is too rich!" Knockout chuckled to himself at the ridiculousness of Pinkie's notions.

"See, Ratchet? Knockout's got the right idea!" Pinkie Pie addressed him while oblivious to Knockout's teasing. "You just need to give a great big laugh."

"Pinkie, you can't be serious," Ratchet continued protesting to no avail. "We're not just going to be pals simply because we give a little laugh about something."

"Why not? It works for me all the time," Pinkie argued to her unwilling friend. "Look, I'll even help you out."

"When you're feeling a little blue,
Just give a little laugh to change your tune.
When you're having a bad day,
A chuckle can make those worries go away…"

"Is she- is she singing?" Ratchet looked over to Knockout in confusion only for him to shrug his shoulders, just as puzzled as he was.

"So why not let out your frustration
And make some friends across the nation
Cut all of your problems right in half
If you just cheer up and-"

"ENOUGH!" Ratchet had tried his best to deal with Pinkie's antics, but this sent him over the tipping point. "Pinkie, we're enemies because we're fighting a war against each other. The Decepticons killed our home planet! In their leader's mad quest for power, millions of lives were destroyed! I've lost plenty of good friends because of them. You need to grow up and realize that you can't just fix all of your problems with a little song or laughter!!"

Pinkie was left speechless after hearing Ratchet vent out his anger. He may have realized he went too far with her, but he simply turned away from her and said, "We'd better keep moving if we want to find the others," and he started walking off.

Pinkie lowered her head in sadness, and her normally puffy hair drooped over her head and fell to the ground, further illustrating how much she had been deflated.

"give a little laugh." She quietly sung to herself in a sad tune.

The light blue glow from her necklace faded away.

"Hmm, I think we should go left," Rarity pondered to herself out loud. "What do you think? Starscream?" She turned to her new comrade when she didn't hear a response only to find Starscream collapsed on the floor.

"Starscream!" Rarity screamed as she rushed to his side. "Are you alright?"

"I think it's best if you leave me behind," he faintly uttered before letting out a ghastly cough. "I'm too weak to go on, and I'll only slow you down. I haven't been good for anything other than dead weight lately anyway."

"Oh nonsense dear; I couldn't possibly abandon you," Rarity tried to comfort him. "And what do you mean 'dead weight?' You've got that second-in-command thing going on, don't you?"

"And look where that took me!" Starscream moaned in annoyance. "I've been humiliated, demoted, bruised and battered beyond recognition. Worst of all, my superior tried to terminate me in cold blood! I've been reduced to not even a shell of my former self, so why not just give up now while I still can?"

"It sounds like the job you're working now is what's doing all this harm to you." Rarity attempted to console him. "I think you would be much better off if you left that nasty old place behind. Maybe you could start your own work. Try and make your own mark on the world!"

"You might have a point Rarity," Starscream uttered weakly. "But that still doesn't change the fact that we're stuck in this maze while I'm slowly rotting away…"

"Come on Starscream, you can still make it, I know you can!" Rarity hope her encouragement was getting through to him.

"Perhaps…you could use that necklace of yours to heal me," Starscream coughed out. "You said it yourself, it had incredible power."

"I don't think I can use it like that, Starscream," Rarity replied. "Besides, I'm pretty sure it requires the other five elements to work."

"Maybe you could give it to me," Starscream wheezed. "I'm sure I can make it work."

"I don't know," Rarity responded. "This is incredibly precious right now; I don't want anything to happen to it."

"You can trust me, can't you?" Starscream whimpered almost like a little puppy. "Give it to me, I promise you won't regret it."

Rarity looked deeply into his gaze before finally making a decision. "Alright, but be careful." As she said this, her horn emitted a light blue glow. The necklace around her neck also became enveloped in a light blue glow as it seemed to unfasten itself from around her neck and float over to Starscream's hand.

As soon as it landed in the palm of his hand, an evil smirk ran across his face. "Thank you," he hissed as he extended the fingers out on his other hands before making a slashing motion across Rarity's chest.

"Ouch! What was that for?" She asked angrily. Starscream was momentarily confused before remembering that as a human, his fingers no longer had razor sharp talons at the end.

Angered by the small setback, he grabbed Rarity and threw her aside before running off with the element in his grasp.

"Starscream? What's gotten into you?" Rarity asked while on the floor still trying to collect herself. Never the one to pass a chance to gloat, Starscream turned around to give her an answer.

"Nothing at all; it's just that now that I've got what I want, I don't need you anymore." He gloated before giving off a loud cackle.

"Are you saying that…all of that…was an act?" Rarity said with tears forming in her eyes.

"And it was so easy to trick you, too," Starscream mocked her unmercifully. "Oh Rarity, help me. I can't go on anymore!" he said in a whiny mocking tone.

"But…I thought I could trust you, Starscream," Rarity shouted with anger starting to fill her voice.

Starscream simply replied with an evil laugh before saying "A word of advice, Rarity; The only thing trust and generosity give you is a knife in your back! I hope it's this easy to trick the rest of your friends into giving me the rest of these elements. With their combined might I'll be unstoppable!" He proceeded his tauntings with another evil laugh.

"You monster!" Rarity shouted furiously. "You're even worse than Discord!"

"Farewell, Rarity!" Starscream taunted before attempting to make a run for it. However, when he tried to lift up his leg, it absolutely refused to move. He looked down to realize that his feet were now underground. More specifically, he was sinking into the earth! He let out a terrified shriek and tried to pull his legs out. His struggling was to no avail, as he only sank deeper until he was only waist high above the ground.

"Rarity, you've got to help me!" Starscream begged. "I'm being sucked into the ground!"

Rarity had to practically double take at Starscream's drastic change in attitude. "But all of those things you just said," she said in confusion. "You were"-

-"Just testing you of course!" Starscream replied nervously as he was trying to push himself out of the ground to no avail. "And you passed! Now we can put all of that behind us, right?"

"I-I don't know what to say." Rarity remained in total confusion.

"You don't have to say anything, just help me out of here!" He screamed as he was now nothing more than a head and two hands above the ground. "You can trust me, can't you?" He echoed his puppy dog-style begging from earlier.

But Rarity was still taken too far back by this spectacle. She used her magic to pick up her necklace again and ran as far away as she could.

"You selfish brat! I'll remember this!" Starscream shouted before he began sinking once more. He let out another terrified shriek before being completely swallowed up by the earth.

As Rarity ran away with tears in her eyes, she was unable to notice the purple glow from her necklace fade away.

Soundwave marched down another long stone corridor when he heard footsteps behind him. He turned to face his pursuers with no surprise about their identities.

"Soudwave," Optimus called out. "We need your assistance in order to stop Discord's reign of terror. If I cannot convince you to cooperate willingly, then I'll have to restrain you by force."

"Please sir, my friends and I are the only ones who can stop this," Fluttershy begged. "You have to help us."

"I must find Lord Megatron." Soundwave replied flatly. "Anyone who interferes will be neutralized."

"So be it," Optimus responded. Optimus charged forward and threw a barrage of punches at Soundwave. However, Soundwave was able to read Optimus's moves and dodged every one of his attacks. As Optimus threw another punch, Soundwave grabbed the wrist and stopped the punch midair. Soundwave then used his free hand to deal a nasty blow to Optimus's gut. Optimus was in great pain as the wind was knocked right out of him. He kneeled to the ground and held his stomach. Soundwave then brought his other hand down to land a strike over Optimus's shoulder. Optimus collapsed onto the floor in agony and passed out.

"You are much weaker in your new form." Soundwave observed. He turned to leave only to find Fluttershy flying in front of him and blocking his path.

"How dare you!" Fluttershy shouted as she gave him an intense stare. "I don't care who you are, you do not hurt my friends! You got that?" Fluttershy could not see his reaction in his faceless mask, but she was hopeful she could get through to him. These hopes were dashed however when Soundwave immediately grabbed her by the neck and tossed her into the nearby wall.

"I must find Lord Megatron." He repeated to himself as he marched onward.

Fluttershy managed to stand back up, but she felt a wave of rage wash over her after that last attack from Soundwave. With a look of pure fury on her face, she quickly charged at Soundwave. He turned and tried to counter, but she was flying too fast. She charged in and managed to hit Soundwave right in the chest. She quickly pinned him to the nearby wall and held him up with her front hooves.

"NOW LISTEN HERE, BUD!" She shouted furiously. "IF YOU THINK I'LL LET YOU PUSH ME AROUND, YOU'VE GOT ANOTHER THING COMING. NOW YOU'RE GOING TO HELP ME FIND MY FRIENDS, OR I WILL TURN YOU LIFE INTO A LIVING NIGHTMARE. DO I MAKE MYSELF CLEAR?"

It was impossible to see Soundwave's reaction on his featureless face. It is impossible to tell what he was feeling at that moment, but he soon responded with, "I…yield."

Optimus started to regain consciousness. He looked up to see Fluttershy pinning Soundwave to the wall. As he looked closer, however, he also noticed that think pink glow from Fluttershy's necklace was fading away.

As Arcee led the trio down the labyrinth, Rainbow Dash flew slightly above the ground, but stuck closely to Arcee. Airachnid followed behind them at a distance, however.

"Hey, Arcee," Rainbow Dash pondered. "I gotta ask. Did something happen between the two of you? You seemed pretty upset back there."

"It's a long story, kid," Arcee argued. "And I'd rather not talk about it if I didn't have to."

"Come on, you can open up to me," Rainbow Dash countered. "I'm always there for my friends."

Arcee gave Rainbow Dash a warm smile. "You're starting to sound like Tailgate." She said warmly.

"Who's Tailgate?" Rainbow Dash inquired.

"He was an old partner of mine. We used to work together on missions." Arcee replied.

"So what happened?" Rainbow asked curiously.

"Airachnid happened," Arcee answered as a scowl began to form on her face.

"So that's what this is about," Rainbow filled in most of the gaps. "But what did she do exactly?"

Arcee thought back to that horrible time. She was restrained and completely helpless as she watched Airachnid take Tailgate offline. It is a recurring nightmare that continues to haunt her almost every waking moment.

"Arcee?" Rainbow checked on her nonresponsive friend.

Arcee snapped back to reality and tried to brush off her question. "Let's just say I'll never see Tailgate again."

"Oh," Rainbow Dash responded awkwardly. "I'm probably no an expert on this matter, but it doesn't sound like she did anything too bad. Maybe for the sake of getting through this maze, you can… let it go… and work with her?"

Arcee's eyes lit up at the suggestion. "Let it go?" Arcee's voice steadily began to rise. "LET IT GO?"

Arcee temporarily lost control of herself as she grabbed Rainbow by the tufts of hair on her chest and held her up against a wall.

"After she KILLED Tailgate, you just expect me to let it go?!?" She screamed furiously at RD.

"I- I don't know!" Rainbow shouted in panic due to her confusion of the situation.

"If someone killed your friends, wouldn't you do everything you can to avenge them? Don't they at least deserve that much loyalty?"

Rainbow simply sat there speechless with her mouth open, unsure of how to respond to this sudden outburst.

"Come now Arcee, you're scaring the poor thing half to death," Airachnid replied snidely as she began to approach the two. "Only half, though."

Arcee gave Airachnid an intense glare before turning back to Rainbow Dash. She saw the look of fear in her eyes and immediately released her grip on Rainbow Dash.

"I'm sorry," she said solemnly. "We'd better keep moving." Arcee and Airachnid continued down the maze.

Rainbow Dash stood there for a moment thinking over what Arcee had said.

"If someone killed your friends, wouldn't you do everything you can to avenge them? Don't they deserve at least that much loyalty?"

"I don't know," Rainbow sadly whispered to herself before tailing slowly behind Arcee and Airachnid.

As she trotted along, the red glow from her necklace faded away.

Megatron walked several spaces ahead of Twilight and the kids, never once turning back to check on them. Jack, Miko, and Raf were equally uninterested in their forced alliance. Twilight, however, was curious to learn more about this new accomplice of theirs. She rushed forward to Megatron's side and began investigating.

"Excuse me, Megatron," Twilight inquired. "But back there, when you said, 'You don't know if I have been friends with Optimus,' what did you mean exactly?"

"And why should I answer you?" Megatron snapped coldly at her. "Who are you to ask me any questions?"

"Well I don't mean to sound rude," Twilight snapped back, "but who do you think you are to be so stubborn about answering questions?"

"I am Megatron, leader of the Decepticon army," Megatron answered sternly. "You would do well to remember that when addressing me, child."

"Well I don't see a Decepticon army around here," Twilight retaliated. "All I see is a grumpy old man lost in a maze."

Megatron shot an angry glare at her only for Twilight to glare back. "I like your spirit," Megatron chuckled to himself. "Very well, I'll tell you about me and Optimus."

"So are you two friends then?" Twilight asked. "Because you two seem to act pretty strange around each other."

"Of course not, Optimus and I are mortal enemies," Megatron replied. "There was a time, however, when I would have called Optimus a brother."

"Really?" Twilight's eyes beamed up with curiosity.

"It was a long time ago, back in our earliest days of Cybertron," Megatron ranted. "We were both comrades, working together to fight the old, corrupt system of Cyertronian law. We were tired of being slaves to a government that treated its citizens like trash."

"Sounds like you two were close," Twilight responded. "But what could have happened that would turn you two against each other now?"

"Things changed," Megatron answered. "We grew apart, and we began to see the world differently. We developed different solutions to change the world. These ideas clashed, until eventually we had no other choice but to fight to determine the right solution. And so began a war that has spanned several eons and countless galaxies."

"But you and Optimus were friends!" Twilight strongly protested. "Couldn't you have worked together to find a compromise?"

Megatron gave an almost hearty laugh at this response. "What a ridiculously naïve way of thinking. This is war, child. There is no room for compromise. To think such a trivial thing as friendship could survive in a clash of ideals is utter foolishness."

Twilight stopped in her tracks, completely stunned by Megatron's answer. "But they were such good friends!" She thought to herself. "If they became enemies, then what about me and my friends? What's going to happen to us?"

As she stood there in thought, the magenta glow from her tiara faded away.

The ground shook violently throughout the entire labyrinth. Every group was caught off guard as a portal of white light opened up in front of the six groups.

"Congratulations, one and all!" Discord's voice echoed through the labyrinth. "You've all successfully completed the labyrinth! Just step through the portal to reach the end of the maze, where each of you will receive a special prize! I'll be waiting…"

All 18 of the participants were weary to trust this message. With no better options, though, each group decided it was best to go along with it. The members of each group cautiously stepped into their own portals one at a time. As soon as they all stepped through, the portals disappeared and every stone wall of the labyrinth sank into the earth below.

Chapter 9

As the white light receded, Twilight opened her eyes to see her five friends scattered nearby, all of them also recovering from the teleportation.

"Girls!" Twilight screamed with glee as she ran toward her friends. When they saw her, a big grin lit up on each of their faces as they all ran towards her.

"I'm so glad to see all of you," Twilight said warmly as they all engaged in a group hug.

"We missed you too, Twilight," Applejack replied as they were still hugging each other.

Twilight's eyes widened in realization. "But what about the others?" A jolt of shock hit the six as they broke their hug to see what had become of their new Autobot friends. Fortunately, they did not have to look too hard.

They looked upwards to see the Autobots towering over them in their original forms once more, with all three of the kids right at their heels.

"We're fine too, thanks for asking," Arcee responded sarcastically.

Very close by from the Autobots and ponies, the Decepticons were also grouped together, recovering from their teleportation.

"Ah, it's so good to see my own finish again," Knockout commented lovingly as he once more gazed on his own Cybertronian features.

Megatron looked over his followers and noticed someone was missing. "Where's Starscream?" Megatron asked angrily. "He had better not have left during all this commotion…"

"Wouldn't surprise me if he did," Airachnid replied snidely. "He's not exactly the most trustworthy bot for second-in-command, is he?"

The peace was disrupted as a white flash appeared in front of the ponies. Surprisingly, it was not Discord that emerged from it. Rather, it was a trio of mariachi ponies that began to play a lively fiesta song. To the six ponies, it was a strange sight. To the Autobots and Decepticons, it was even stranger.

"How are they even playing those instruments?" Jack commented in confusion.

Then a second white light flashed above them, and this time it was indeed Discord that had appeared, though he was wearing a sombrero.

"Congratulations!" Discord applauded as he blew into a party whistler. "Everyone made it out of the labyrinth! Well, almost everyone," Discord added coyly at the end before facing Megatron. "Aren't you missing someone?"

"Where is Starscream?" Megatron asked angrily.

"Oh I caught him trying to run interference on other players, so I had to 'remove' him from the game."

"Release him immediately!" Megatron ordered as he aimed his blaster at Discord.

"Awww, such a sentimental leader, I didn't think you cared about him," Discord teased.

"His safety is of no concern to me," Megatron responded. "But I refuse to let anything that belongs to me fall into the hands of someone like you!"

"Oh fine, be that way," Discord said with an eye roll before snapping his fingers. In a flash of white light, Starscream appeared on his hands and feet, in his original robot from.

"I'm alive? And I have my body back? Oh thank the Allspark!" Starscream praised while gasping for the air he no longer needed. Shortly after that he noticed Megatron looming over him. "Lord Megatron!" He gasped. "I see you were restored as well," he chuckled with nervousness while Megatron simply started at him unamused.

"Now that that's taken care of, what do you say we start the party?" Discord rambled. "I think after all that hard work, we deserve to unwind and cut loose a little, am I right?"

"Knock it off Discord!" Twilight scolded. "You've caused enough trouble already."

"Oh but I feel like celebrating," Discord pleaded.

"I don't!" Twilight replied sternly.

"Ugh, fine," Discord moaned. With a snap of his fingers, the band and his party gear all disappeared in another flash of light. "I still say you should lighten up. Come on, it's the end of the world as we know it, so you might as well live a little!"

"No way, Discord," Twilight reprimanded. "We were brought here to make sure that wouldn't happen."

"Oh that's right! I completely forgot," Discord mocked coyly. "I'm no match for you and your friends. I might as well start packing my things and say my goodbyes." As he said this, a suitcase appeared in his hand, stuffed to the brim with who know what and several shirt sleeves popping out of the seams. He then flew right over each of the mane six as he addressed them.

"Goodbye Rarity," he moaned sadly. "The ever generous soul, not afraid to give up anything for even a complete stranger." Rarity looked away as he said this, the bitter memory of Starscream's betrayal still fresh on her mind.

"Farewell Fluttershy," Discord continued. "Who always uses kindness to solve her problems." Fluttershy lowered her head, ashamed by her explosive outburst against Soundwave.

"Adios Applejack," Discord wallowed with a hand over his eyes. "You know that honesty is the only way to prevent a conflict." Applejack hung her hat over her face to try and avoid looking at him.

"Farewell Rainbow Dash," Discord kept milking the drama. "Loyal to the fullest extent, always prepared to do whatever it takes for her friends." Rainbow Dash simply turned away and refused to acknowledge him, but she still couldn't stop a grimacing frown from forming on her face.

"Sayonara Pinkie Pie," Discord lamented. "I'll miss the way you use songs and laughter to solve your problems." Pinkie Pie's hair once more drooped to the ground in sadness.

"And Goodbye, Twilight Sparkle," Discord said as he practically wept. "You were powered by the magic of Friendship, and as we all know, friendship will last forever…" Twilight frowned and looked away as Discord blew into a handkerchief that he pulled from seemingly nowhere.

Discord teleported a small distance away before continuing his melodramatic angst. "It's been a fun ride, but I know when my time has come. Fire when ready, girls."

"Should we be concerned with how easily he's giving up?" Arcee asked worriedly.

"It's gotta be some sort of trick…", Bulkhead chimed in.

"What? I'm not up to anything." Discord retorted. "I promise I won't even move a muscle."

"Don't worry guys, we can handle this," Twilight's voice was full of reassurance before almost instantly switching to doubt. "Right?" She asked her friends shyly only to be met with equal doubt from her teammates.

"Yeah/Of course/Absolutely/Uhm maybe/We can do it," they all responded simultaneously while looking away and still not sounding sure of themselves.

The girls all began to concentrate on using their elements. The six of them started to rise up in the air, surrounded by a glowing white aura. The Autobots took a step back, and were incredibly surprised at what they were witnessing. The very next moment however, things went wrong as the white aura disappeared and the six ponies fell back to earth and passed out.

"Hahahahahahaha," Discord's laughter started as a whisper until it grew into an explosive fit. "AHAHAHAHAHAHAHAHAHAHAHAHA!!!!!!" As he was laughing, the color faded from each of the six ponies until they were completely gray from head to hoof.

Arcee pointed her arm blasters at Discord. "What did you do to them?" She asked angrily.

"Oh me? I didn't do anything," Discord taunted. "I just had to sit back and watch the fireworks."

"What are you going on about?" Arcee's patience was running thin.

"Didn't I tell you? The Elements of Harmony are powered by emotion." Discord explained. "Honesty, Kindness, Generosity, Laughter, Loyalty, and Magic. Oh that reminds me," Discord went on as he looked back over to the six ponies now laying helplessly on the ground. "You won't need these anymore!" His right hand gave off a yellow glow that quickly enveloped the 6 elements. This time however, the elements did not fight back, and they were plucked off the necks of each of their owners. Discord pointed his glowing hand upward, and the six elements soon flew up into the clouds. The next thing anyone could see was six yellow beams of light traveling the sky in 6 different directions.

"What have you done, Discord?" Optimus demanded an answer.

"I simply scattered the elements across this world." Discord replied flatly. "After the last time, I'm trying to be a bit more careful with what I do with them."

"Is that what you were after?!" Megatron barked angrily. "Tricking you enemies into dropping their guard so you could seize those trinkets? Then what was the point of that ridiculous maze?"

"You used us…" Ratchet muttered aloud in shock as he pieced the information together. "You used our conflict with the Decepticons to get to the six of them."

"Ever since I came to your world, I've been able to sense the anger and hatred in each of you," Discord rambled. "I hoped if I could turn that against them, it would be enough to break their spirits. Fortunately, you all played you parts perfectly."

"I can't believe I fell for that…" Ratchet mumbled to himself angrily while clenching his fists in rage.

"Oh don't be so hard on yourself Ratchet," Discord teased. "If you hadn't been my unwitting pawn, I probably would have just forced you to do it anyway…"

As soon as Ratchet heard this, his anger exploded. He extended the blades from his arms and took a running charge toward Discord.

"Ratchet, no!" Optimus tried to stop him, but it was too late, as Ratchet took a swing at Discord.

Ratchet sliced Discord horizontally and cut him into two halves. The Autobots were stunned for a moment, but then both pieces of Discord continued floating in middiar.

"Oh Ratchet," Discord's top half uttered while laughing menacingly. "Did you really think it would be that easy?" As he said this, the lower half with his tail flew up in front of Ratchet. It hit him across the face with a nasty tailspin and sent Ratchet flying back to the other Autobots.

Discord's two halves reconnected effortlessly. It was like he had never been cut in the first place!

"Don't be shy, if anyone else wants to try, please don't hesitate." Discord taunted menacingly.

"Discord!" Optimus stepped forward to confront him. "What do you gain from this? All of this chaos and despair, what does it bring you?"

"I'm the very sprit of Chaos!" Discord replied. "That's like asking why a dog barks or why birds fly south for the winter. It's just my most basic nature to cause all of this chaos, and boy do I love it so! And now that I'm more powerful than ever, I've had a revelation of sorts. Why should I stop at Equestria or one puny world? Thanks to this place, I realize there are multiple worlds out there, just waiting for a touch of chaos to liven up their days. Imagine it; a Kingdom of Chaos, one that covers the entire universe! It's making me all tingly just thinking about it!"

"I cannot allow you to do this," Optimus protested. Chaos as unrestrained as yours will only bring destruction to countless innocents."

"And how do you plan to stop me?" Discord retaliated with a hearty laugh. "Your one hope for salvation has just gone up in smoke. Now if you'll excuse me, I have to get back to planning that Kingdom of Chaos I was talking about earlier. Good luck with your new friends!" And with that, he disappeared in his signature white flash.

"What did he mean by 'new friends?'" Jack asked with curiosity. But before anyone could respond, he got his answer when the ponies started to regain consciousness.

"Good to see you guys are alright," Jack started to console them.

"What does it matter? Everything's pointless now. There's no hope," Twilight responded with no hint of emotion other than incredible depression.

"Don't you think that's a bit harsh?" Jack responded to Twilight's strange new behavior.

"Well maybe I LIKE things the harsh way," Fluttershy cut in as she got it Jack's face over the issue. "Got a problem with that?"

"Fluttershy, what's gotten into you?" Raf stepped in on the matter.

"Oh she's fine," Applejack answered for her. "She's just through some things at the moment. She'll get over it."

"In case you haven't noticed, we're all going through some stuff right now!" Miko intervened. "Discord's turning the whole world upside down, and he just made complete fools out of us."

"Oh you're overreacting," Applejack retorted. "I'm sure this will all work itself out, and by tomorrow we'll all be drinking a nice big heaping of apple cider. Isn't that right, Rainbow Dash?"

Rainbow Dash shifted around uncomfortably, looking at everyone with a nervous gaze. "I don't know. Yes? No? Maybe?"

"Hmph, of course we're all doomed," Pinkie Pie said bitterly. "Like this was ever going to work in the first place! Just look at us, especially Rarity!"

The others averted their gazes toward the white unicorn who was huddled up, cradling a rock in her front legs. "Stay back, all of you!" She screamed. "I know what you're after. You all just want my precious little Dan here. Well I'm not giving him up for ANYPONY!"

"Uhh Optimus," Jack inquired. "What exactly happened to make them all go crazy?"

"I'm not sure Jack," Optimus answered. "But we have to find a way to restore them."

"So, was that supposed to be your 'last hope,' Optimus?" Megatron asked as he approached Optimus. "Because that was pathetically weak, even for Autobots."

"We lost this time, Megatron," Optimus replied. "But we can still keep fighting. We just need to"-

"Spare me your lectures, Optimus," Megatron retaliated. "I've seen enough to know that this is a pointless battle. His power is far too great for anything we can use against him. Not even the power of a Prime can stop him."

"Lord Megatron," Knockout cut in as he and the other Decepticons approached Megatron. "What are you saying?"

Megatron seemed to ignore his question. "Soundwave, open the Groundbridge." Shortly after giving this command, a familiar green portal opened behind the Decepticons. They all entered one by one until Megatron was the only one left.

"Megatron!" Optimus called out. "If you don't help us stop Discord now, there won't be any place in the galaxy safe from his tyranny! No matter where you go, his chaos will reach across the entire universe."

"You DARE to suggest I'm running away?" Megatron replied furiously. "I am the Lord of all Decepticons! I retreat from NO ONE!"

"Then why are you leaving?" Optimus retaliated. Megatron stayed silent, and the two simply locked glares at each other until Megatron turned and entered his Groundbridge. The portal disappeared, leaving the Autobots with the 'reformed' ponies.

"Bumblebee, open the Groundbridge," Optimus instructed his teammate back at the base. "We're heading back to base for now."

"Hmph, try and make me," Fluttershy snapped at him. Unfortunately for her, Optimus was too large for her to really resist. He simply grabbed her with one of his hands. He also grabbed Twilight while Arcee grabbed Applejack and Rainbow Dash. Ratchet grabbed Pinkie Pie and attempted to grab Rarity.

"Oh no you don't," she screamed before lifting her rock over her head. "Move one inch closer, and I'll smash it to pieces. If I can't have my precious diamond, no one will!" But with great precision, Ratchet flicked his finger to hit the rock out of her hooves while leaving her unharmed. He then proceeded to pick up Rarity with his free hand.

The Autobot Groundbridge opened up, and with everyone collected, the team stepped through the portal and made their way back to base.

Chapter 10

Back at the Autobot base, the team was recovering from their shameful defeat.

“That was strike two,” Arcee muttered sarcastically. “Care to try for three?”

“I know this doesn’t look good, Arcee,” Jack consoled her. “But we can’t give up yet. We have to figure out what Discord did to them and how to undo it.”

“Well the first step might not be easy,” Ratchet interjected. “But we might have a way to cure them.”

“Really?” Jack inquired.

“If we could find those Elements of Harmony and harness their power ourselves,” Ratchet hypothesized. “We might be able to restore these ponies back to their old selves.”

“Wow,” Jack replied flatly. “You didn’t strike me as the type to believe in magic.”

“A lot of things have happened today that I would say are impossible,” Ratchet responded. “At this point I’m willing to try anything.”

“So can we find them?” Jack asked with growing curiosity.

“What do you think I’ve been doing this whole time?” Ratchet retorted as he was typing away on his keyboard. “I used the previous energy signature we got from Discord as a basis to try and find the Elements now.” As he said this, 6 glowing beacons appeared on the map. “And it appears I was right.”

“Awesome!” Jack exclaimed. “Now we have a chance of saving”-

“AHAHAHAHAHAHAHAHAHAHAHAHA!” Jack and the others were surprised to hear a shrill laughter from almost nowhere. However, they looked over to Miko to see her holding a hand over her mouth with a surprised look on her face.

“Uh Miko,” Jack asked cautiously. “Is something funny?”

“I don’t know,” Miko answered. “I just started laughing uncontrollably for no re”-

“AHAHAHAHAHAHAHAHAHAHAHAHA!” Everyone was surprised to see her break into another fit of laughter. This time however, she didn’t seem to stop. Soon she was rolling on the ground in an unexplained explosion of laughter.

“What’s happening to her!?” Jack asked in a panicked manner.

“I don’t know,” Ratchet responded. “But we’d better get her to stop soon. If she doesn’t, she could potentially run out of air!”

A look of fear began to pass over the other Autobots, especially Bulkhead. “Miko! Miko!” He screamed. “You’ve got to get a hold of yourself.”

“AHAHAH- I -HAHAHAHA- can’t,” she muttered between fits of laughter. “HAHAHA- Help -AHAHAH- me!” As she said this, her whole body began to turn a shade of gray, similar to what had happened to the ponies before.

“Jack, there’s a medical supply cabinet over there,” Ratchet pointed. “There’s some anesthetic and a syringe in there. Hurry!”

Jack rushed over to the cabinet and quickly searched it for the contents he was looking for. He soon found a syringe next to a bottle. “Are these it?” He asked Ratchet.

“Yes, now load the syringe and get ready to inject Miko.” Ratchet instructed. “First we need to hold her down to make sure she won’t struggle.”

At this Optimus quickly wrapped his hand around Miko on the floor. He gripped tight enough to make sure she couldn’t move, but he was also gentle enough to make sure she wasn’t in any discomfort whatsoever. Jack rushed over with loaded syringe, pulled up Miko’s shirt sleeve, and injected the anesthetic into her arm. Miko continued to kick around briefly before finally calming down and losing consciousness.

“Lucky you had those there, Ratchet.” Jack congratulated him on his quick thinking.

“Actually, your mother was the one who brought some supplies from the Hospital,” Ratchet responded. “Just in case we ever needed to treat some humans.”

Jack couldn’t help but smile warmly at his mother’s overprotectiveness. “I guess I owe her a big thanks later.”

“I’d hate to ruin this touching moment,” Arcee interrupted. “But what the heck just happened?!”

“It’s probably Discord’s work,” rang from Twilight in a flat yet depressed tone. “It happened the last time he was free; half of Ponyville went completely insane.”

Optimus was startled by this revelation. “Ratchet!” He was going to give his friend a command, but it seemed Ratchet was one step ahead as he used his keyboard to bring up the news stations on the monitors. What they saw on screen was completely surprising.

“By the Allspark…” Ratchet whispered to himself.

It was absolute pandemonium out there as all of the footage showed mass hysteria on a global scale. One screen displayed people acting like animals. Another showed several people having laughing fits just like Miko’s. Others still showed people just plain rioting and causing destruction for no apparent reason. It was as if the entire world had gone mad!

“I’ve seen enough,” Jack insisted as Ratchet turned off the newsfeeds.

Just then a message blipped up on Ratchet’s main monitor.

“Incoming communication from Agent Fowler,” Ratchet said aloud as the face of a man with dark skin and black hair appeared on screen.

“PRIME!” He shouted in complete anger. “What in blazes is going on out there? I’ve been running damage control all day on these freaky weather disturbances, and now half the U.S. of A. has completely lost it! It’s like cats and dogs out there!”

“You mean there’s a lot of fighting going on out there?” Ratchet asked in concern.

“No!” Fowler replied. “I mean we have people literally acting like cats and dogs!”

“Rest assured, Agent Fowler,” Optimus said soothingly. “We are doing are best to find a solution. Just keep making sure civilians do not bring harm to themselves or anyone else around them.”

“We’re doing our best out here,” Fowler responded. “But at this rate, things are looking pretty grim. For all of us.”

“Understood,” Optimus replied as Fowler’s face disappeared from the monitor. There was a stark moment of silence before anyone decided to speak up again.

“So now what?” Raf inquired.

“Now we set out what we intended to do and find the Elements of Harmony.” Optimus answered. “We’re going to need to split up into different teams to accomplish this. Bulkhead, you will take Applejack to the first set of coordinates.”

“You sure about that?” Bulkhead asked doubtfully. “They don’t exactly seem like they’re in the best shape to leave the base right now.”

“We are retrieving these elements with the hope of returning the 6 of them to normal.” Optimus retorted. “Perhaps direct exposure will restore them.”

“I get ya,” Bulkhead complied as he picked up Applejack in his hand. “Time to fix you up.”

“What are you talking about?” Applejack insinuated. “I’ve never felt better in my life!”

“Arcee, you will take Rainbow Dash.” Optimus instructed.

“Got it,” Arcee replied as she scooped up her partner. “Ready to go kid?”

“Uh sure,” Rainbow Dash answered doubtfully. “Or maybe not, I don’t know…”

“Bumblebee, I trust you will take Rarity to get her element back,” Optimus said smoothly.

Bumblebee remained silent as he looked down to see the white unicorn huddled up and whispering to herself. “They’re all just out to get you, Rarity. Let your guard down for one second, and BOOM! Everything you’ve ever loved is gone!” She cried out in a slightly deranged manner.

Bumblebee looked back to Optimus and simply said, “Bzzt-Bip-Boop-Bop!”

“Ratchet, you will escort Pinkie Pie,” Optimus commanded.

“Understood,” Ratchet responded as he picked up his companion.

“Oh I get to go with you!” Pinkie Pie said grumpily. “How fun!” She made no attempt to hide her sarcasm.

“Then who’s going to operate the Groundbridge?” Raf asked in concern.

“You’re going to have to handle it this time,” Ratchet answered.

“Me?!” Raf shouted nervously. “But I’ve never handled the Groundbridge before!”

“Well you’re going to have to learn now,” Rathcet replied. “Besides, the controls are wired into your labtop, you should have no problems operating it whatsoever.”

Optimus then looked over to Fluttershy and reached for her.

“I’m not going anywhere!” she screamed as she tried to fly away, but Optimus’s reach was too large for her to escape in time.

“What about the sixth element?” Jack asked in concern.

“I’m afraid I’ll have to come back and make a second trip,” Optimus answered.

“What?” Jack asked in surprise. “Optimus, let me do this, we don’t have any better options.”

“I fear it might be too dangerous out there for you,” Optimus said with concern. “There’s no telling what might happen with Discord’s power running wild.”

“No offense Optimus, but we aren’t exactly that much safer in here,” Jack said as he looked over to the stretcher Miko was now sleeping on. “Besides, time is of the essence here, right?”

Optimus gave the matter heavy thought before giving an answer. “Very well, you shall guide Twilight to the sixth element.”

“Thank you, Optimus.” Jack warmly showed gratitude.

As Raf typed into his keyboard, the six teams entered the Groundbridge Portal one at a time until the base was practically empty with the exception of the two small children.

Bulkhead and Applejack emerged from their portal into a densely mountainous region. They were located on a ledge high up from the ground.

“Should be somewhere nearby,” Bulkhead muttered. “Try and stay close.”

“I won’t move from this spot,” Applejack replied as she immediately moved from her spot to look around.

Bulkhead brought his hand to his forehead in exasperation when he noticed s tiny shimmer out of the corner of his eye. He turned to see Applejack’s necklace lying on the ground in the open.

“Huh, that was almost too easy,” Bulkhead commented as he walked toward the necklace.

Ratchet and Pinkie Pie exited their portal to find themselves in a vast open desert in the dead of night. Not even so much as a tiny wind was blowing.

“Great,” Ratchet muttered to himself. “The element could be buried anywhere in this sand heap.”

“Shows what you know,” snidely remarked Pinkie Pie. “It’s right over there!” She said as she pointed out her front hoof to the top of a sand hill with a small golden glitter on top. As Ratchet looked closer, it was in fact Pinkie’s necklace!

“I can’t believe we ended up so close to it,” Ratchet commented as he approached the mound of sand with the necklace.

Bumblebee and Rarity emerged from their portal into a damp, yet very open cave. The sun was leaking inside from a hole on the roof.

Bumblebee followed the path of sunlight to find it shining on a stalagmite with a golden necklace wrapped around it.

“Beep-zooo!” Bumblebee shouted in triumph.

“Oh no you don’t!” Rarity barked. “I don’t know what you just said, but there’s no way I’m letting you have a diamond of such beauty!” She rushed over to the necklace and made a lunge forward, only to completely pass the stalagmite and pick up a small rock from the ground. “I think I’ll call you Tom Jr.” She said warmly.

Bumblebee simply stared in confusion before making his way toward Rarity’s necklace.

Arcee and Rainbow Dash exited their portal to find themselves in an open, grassy plain, with the wind gently blowing on a cool summer’s day.

“Beautiful weather out, wouldn’t you say?” Arcee asked her companion.

“Oh maybe it’s too cloudy,” Rainbow Dash commented. “Or maybe not, or maybe it is. Isn’t it?”

“I cannot wait to get you your spine back,” Arcee commented flatly. She looked around and quickly found the necklace lying out on the grass in the open.

“Just like that?” Arcee remarked with impression. “You don’t think it could be a trap, do you?”

Rainbow Dash shifted her eyes back and forth before opening her mouth to answer, but Arcee pre-empted her. “Never mind,” She answered angrily as she walked forward to pick up Rainbow Dash’s necklace.

Optimus and Fluttershy exited their portal to see they were in the midst of a toprical jungle. It was very dark out, and the wildlife almost seemed to be completely asleep.

“Hmph, what a dump!” Fluttershy rudely commented as she approached a tree. “Look at this tree, it’s disgusting. I hate trees!” She screamed as she kicked the trunk with enough force to rustle it from bottom to top. The birds resting in the tree were greatly startled and flew off in all directions. Fluttershy snickered to herself at her misdeed.

Optimus paid her no mind however, as he quickly scanned the area to find the necklace a short distance away, near some local plant life.

“It would seem we’ve located the element,” Optimus said aloud.

“Good eyesight, Captain Obvious,” Fluttershy insulted. “Would you like to tell me how water is wet while you’re at it?”

Optimus gave her no answer as walked toward the necklace.

“Hey, pay attention to me when I’m mocking you!” Fluttershy screamed angrily.

Jack and Twilight emerged from their portal to find themselves in a tranquil meadow, next to a lake where the clear water reflected the moon shining above them.

“Wow,” Jack commented. “This is some beautiful scenery.”

“Beauty is pointless,” Twilight replied sadly. “Just like everything else in this world.”

“Right,” Jack said somewhat sarcastically. “While you’re trying to figure out the mysteries of life, I’m going to help save the world and find your fancy crown thing.”

“Your search is pointless,” Twilight answered flatly.

“Oh really?” Jack challenged. “And why is that?”

“Because the element is right over there.” Twilight replied as she pointed behind Jack. Sure enough, Twilight’s tiara was laying right on a nearby tree stump.

“Huh,” Jack muttered. “I guess my search really was pointless.”

He and Twilight walked over towards the tiara.

As all six members of Team Prime simultaneously reached for their respective elements, they all seemed to have a sudden and violent reaction. The elements on each jewel began to glow in an intensely bright white light that enveloped everything around it. To the Autobots and ponies, everything began to disappear into a bright white light.

Chapter 11

Bulkhead opened his eyes and realized he was lying on his back.

"Ugh, where am I?" he asked himself as his vision was coming back into focus.

"I think he's finally waking up," sneered a familiar voice.

Bulkhead sat up and looked around to find himself back in the Autobot base. He saw his other teammates all standing over him with warm smiles on their faces.

"What happened?" Bulkhead asked in confusion.

"You don't remember?" Ratchet inquired.

"Actually no, I don't remember," Bulkhead said as he held his hand to his head. "Just a big white light, and now I'm here with you guys. I feel like I was doing something important."

"Important is an understatement," Arcee responded. "You just helped us win the war against the Cons once and for all!"

"Wait, what?" Bulkhead shrieked in surprise.

"You must have been hit pretty hard," Ratchet picked up where Arcee left off. "Optimus and Megatron were in the heat of battle, locked in ferocious combat. The tide turned in Megatron's favor when he had Optimus pinned. His spark would have been extinguished if not for your bravery. You singlehandedly plowed through 20 Vehicon soldiers and managed to land a solid blow on Megatron's face."

"Wow," Bulkhead said in amazement. "I feel like I would have remembered something like that."

"Well, Megatron recovered pretty quickly," Arcee continued the story. "He managed to shoot you with a direct hit from his fusion cannon, which knocked you out. But you gave Optimus the inspiration and the opportunity to go at Megatron with unrelenting force! It wasn't easy, but Optimus finally put Megatron down for good. Without their leader, the rest of the Cons surrendered and agreed to leave the planet in peace."

"I could not have achieved such a momentous victory without your assistance, Bulkhead." Optimus finally spoke up. "Both the citizens of earth and I owe you a great amount of thanks."

"I don't know what to say," Bulkhead uttered softly. "I can't think of how this could get any better."

As if right on cue, Miko, Jack, and Raf came in with excited expressions.

"Hey Bulk!" Miko rang happily. "I got us two tickets to the open-lot Slash Monkey concert tonight. Get ready to rock out like never before!"

"Wait, you got ME a ticket? Won't I stick out of the crowd, being a 40 foot tall robot and all?"

"What's with him?" Jack asked as the three kids looked to the other Autobots for answers.

"He just got hit really hard is all," Arcee answered. "He's fine, but he doesn't remember the big battle."

"Good thing I've got pictures," Miko responded as she pulled out her cell phone and began showing an entire slideshow of photos to Bulkhead."

"The fight with the Decepticons was huge, and unfortunately it ended up being dragged into the city," Ratchet monologued as Miko showed Bulkhead pictures of Decepticons attacking the city. "Fortunately, we were there to prevent casualties." The phone then shifted to pictures of Bulkhead rescuing civilians and fending off Decepticon soldiers. "The whole incident was too public to try and cover up, but the citizens were so grateful that they vouched for us at the public conference that would determine our fate. As such, the President himself decreed that Autobots were free to walk the earth as full citizens with equal rights." Miko then showed Bulkhead a picture of the president pinning a medal on Bulkhead (or rather his foot, since that was all that could fit on screen.).

"That's amazing!" Bulkhead exclaimed. "Man, I wish I could remember how awesome that must have felt."

"Don't worry about it," Jack answered. "Just go out and enjoy yourself tonight. You've earned it."

"Ready to go?" Miko asked eagerly.

Bulkhead transformed into a large green SUV and opened his passenger side door. "Hop in!" Bulkhead answered. As soon as Miko was buckled up, the two left the base, with Bulkhead's radio blaring full-blast.

As the concert raged on into the night, it was quite a spectacle to behold. The platform the band was performing on was surrounded by hundreds of cheering fans, the ferocious heavy metal music blaring loudly from the amplifiers. It would seem like a regular concert if not for one particular fan that literally towered over everyone else. The audience seemed to pay Bulkhead no mind however. That was fine, since he was there to rock out like the rest of them.

"This is my favorite song!" Bulkhead cheered aloud as he banged his head to the beat of the music.

"Tell me about it!" Miko cried out as she rocked along with her partner.

Suddenly Bulkhead felt a sharp pain searing through his mind. He momentarily lost his balance as an image of a small orange creature flashed through his head.

"You okay Bulk?" Miko asked in concern.

"Yeah," Bulkhead muttered as he held a hand to his head. "It just feels like I'm trying to remember something."

"It's probably nothing," Miko nudged her partner on his giant foot. "Come on, you're missing out on a great concert!"

"I couldn't agree more!" cried a voice with a southern accent from seemingly nowhere. Bulkhead turned to see a small gray pony in a cowboy hat standing directly behind them. "I don't know what kind of music they're playing, but it sounds amazing!" She cried out happily.

"Applejack?" Bulkhead exclaimed in surprise. "What are you- wait, how do I know you?" At once, the memories came flooding back into Bulkhead's brain. He saw images of him and Applejack flashing through his mind, from their meat up at the base to their attempt to find the Elements of Harmony.

"Right, now I remember. I'm still on a mission!" Bulkhead exclaimed as his surroundings grew suspiciously quiet. He looked around to see all of the humans had vanished. Only he and Applejack remained.

"Hey, where did everybody"- but before he could finish his question, Bulkhead felt a sharp blow to his back that sent him flying forward. After recovering from the attack, he quickly got up and faced his attacker. He was shocked to see Arcee standing there in a fighting stance, ready to attack Bulkhead again.

"What the heck is going on?" Bulkhead exclaimed. "What's gotten into you all of a sudden?"

"You really need to learn to relax, Bulkhead." Arcee said sternly. Bulkhead noticed her normally pale blue eyes were now a piercing red.

"I concur," Ratchet's voice rang from behind Bulkhead. "As your doctor, I highly recommend you just forget about your troubles and just enjoy yourself." Ratchet's eyes' were also the same red glare as Arcee's. Bulkhead looked to his left and right and found Optimus and Bumblebee also surrounding him, both with red eyes as well.

"Oh scrap," Bulkhead quietly muttered to himself.

Arcee made another flying kick towards Bulkhead, but this time he grabbed her leg and tossed her aside. He was quickly ambushed by an attack from Bumblebee. Bumblebee threw a few quick jabs at Bulkhead, but he still managed to use his arms to guard against the strikes. He gave Bumblebee a hard punch that sent him flying. Bulkhead turned just in time to see Ratchet coming at him with his arm blades. As Ratchet struck down with his blades, Bulkhead managed to grab them both. He quickly used his foot to kick Ratchet square in the gut and send him reeling back. Bulkhead was then hit straight in the jaw with a fierce punch from Optimus that sent him spiraling to the ground. Bulkhead lifted his head up to see that he had landed next to Applejack.

"Come on Bulkhead," Applejack beseeched him. "Why don't you just forget about your problems and go back to enjoying that concert of yours. You seemed really happy."

"I'd listen to her if I were you," Arcee threatened as she began to approach Bulkhead.

"But it wasn't real, none of this is," Bulkhead answered.

"Aw shucks, this is better than the truth isn't it?" Applejack tempted. "No fightin', no hidin'; it's everything you ever wanted!"

"Listen, Applejack," Bulkhead responded. "I know sometimes the truth isn't pretty, but you can't just hide from it and expect everything to be okay. Sometimes, when things get tough, you just have to get tougher!" Applejack seemed to give Bulkhead's words heavy consideration as Bulkhead quickly stood up again to take on the 'images' of his friends once more.

Arcee and Bulmblebee quickly pulled out their blasters and started unleashing a barrage of numerous energy blasts at Bulkhead. Bulkhead was slightly knocked back by the constant pelting, but once he got a firm footing, he quickly recovered and charged forward. Arcee and Bumblebee kept firing, but Bulkhead seemed to just plow right through. Bulkhead reached the two of them and used both of his fists to hit each of them at the same time. Optimus came charging at him with another punch, but Bulkhead was able to dodge this time and land a clean blow across Optimus's face. Optimus quickly recovered however and returned the attack in kind. Bulkhead was taken back a bit, but he was still able to stand and keep going. He made a running charge toward Optimus and threw his entire weight into his opponent. The massive force from the blow sent Optimus flying back quite a distance.

"But, what about you and your friends?" Applejack inquired. "You can just hang out and rock on all day. Don't you want that?"

"My real friends are trying to save the world right now, and they probably need our help," Bulkhead retorted. "Are you telling me you can just stay here all day and not care what happens to your friends? Can you honestly turn your back on them after everything you've been through!?"

"My…friends?" Applejack asked faintly as Bulkhead's words finally seemed to start getting through to her. She thought of her 5 other companions as memories began seeping into her mind.

Just then Bulkhead was sideswiped by a blow from Ratchet. It sent Bulkhead reeling back in shock, and he was about to counterattack when suddenly Arcee delivered another flying kick to his backside. The blow had Bulkhead sprawling forward. He tried to keep himself upright when Bumblebee appeared and delivered a quick series of jabs and punches. Bulkhead was too worn down to block as each blow continued to drain his stamina. Bulkhead finally collapsed and fell to the ground in exhaustion. Optimus was directly overhead him, as he turned his hand into a blaster and took aim.

"Now you wait just one darn minute!" cried a small voice that became surprisingly fierce. Optimus turned to see he was being addressed by Applejack, whose coat had regained its former orange color.

"You aren't gonna lay another digit on him, got that?" Applejack ordered fiercely.

"Oh really?" Arcee challenged Applejack as she aimed her own blaster at her. "And why's that?"

"Because I know what's going on now." Applejack answered. "I was so scared of facing the truth when it would hurt someone. So I started to try and cover it up with lies. I even lied to myself. But no more! I'm facing the truth head on! And the truth is that you guys ain't nothing more than my own made up lies. So give me my element back, and scramble on out of here before I get REALLY mad!"

Arcee gave Applejack an intimidating glare, to which Applejack refused to budge a single inch. "Very well," Arcee answered. She retracted her blaster and lowered her clenched fist to Applejack. She opened up her hand to reveal the Element of Honesty.

"Now that's more like it," Applejack said to herself as she reached for her necklace and grabbed the element. As she touched her necklace, it let out another intense white light that bathed the entire area in a blinding flash. As soon as the flash receded, Applejack and Bulkhead found themselves in the mountainous area they were in before. Applejack and her element were now fully restored to their original colors.

"Now THAT'S how a Wrecker does things," Bulkhead congratulated Applejack proudly with a thumbs up.

Just then a huge boulder on the mountain above them started to give way. It started falling and was heading right towards them! Bulkhead took a protective stance over Applejack, but his own safety was not guaranteed.

Then almost out of nowhere a missile was fired and sped toward the boulder. It smashed the boulder with a small explosion. The debris still fell over Bulkhead, but the pieces were too small to do any damage.

Near the bottom of the mountain Breakdown stood facing the top, the missile launcher on his shoulder still smoking from a freshly fired shot.

"Guess we're even now, Bulkhead," He said to himself as he alluded to events that take place outside this story. He transformed into a blue all-road vehicle and drove away without so much as a word.

"What the heck was that about?" Applejack asked in concern.

"I don't know," Bulkhead replied as he looked around to try and find the one who fired the missile. "But someone just saved us big time."

"I'd sure like to know who to thank for that one." Applejack sighed with relief.

"Me too," Bulkhead said quietly to himself. "Come on. Let's get back to base."

Chapter 12

Ratchet stirred from his unconsciousness and opened his eyes. He realized he was laying face-down in the sand from before. He pulled himself up as he tried to piece together what happened.

"Pinkie?" He called out as he looked around. "Where are you?"

As Ratchet listened more closely he could hear muffled screams coming from behind him. He turned to find a pair of gray legs and a tail sticking out of the ground, flailing around uncontrollably. Ratchet reached over and plucked her out of the sand like a vegetable.

"Are you alright?" Ratchet asked with concern.

"Like you care!" Pinkie yelled bitterly as she was still coughing out sand. "I hate deserts!"

"Well I'm not too fond of them either," Ratchet replied. "The sooner we find that Element, the sooner we can go back home."

"Hmph, whatever," Pinkie replied grumpily. "So where is it then? I thought you just had it!!"

Ratchet's eyes sparked with realization. "That's right! I remember that I was reaching for it, but then…it goes blank. Where could it be now?"

"Maybe whatever's over there has something to do with it," Pinkie said flatly as she pointed one of her front hooves away from Ratchet. He turned to the direction she was pointing to see a large dome of mist in the distance.

"I suppose it's worth investigating," Ratchet muttered to himself. "Come on. Let's go check it out."

"You can't tell me what to do!" Pinkie yelled angrily. "You're not the boss of me!"

Ratchet quickly picked her up by the tail before she could protest. "I'm almost starting to actually want the old Pinkie back," he said to himself in an exasperated tone as he began running towards the mist cloud. Soon enough, he was standing at the cloud's edge and finally let Pinkie down again.

Ratchet looked deeply into the cloud to try and find anything that would give him some clue as to what was inside. He then noticed the shimmer of a feint blue light glowing in the distance.

"I think the element is in there!" Ratchet exclaimed aloud. One of his hands reached out to touch the cloud. As soon as his hand made contact, however, a chilling sensation ran through his entire body. He quickly pulled his hand out as a reflex.

"It could be dangerous to go inside," Ratchet remarked to himself as he looked down to the small horse that was accompanying him. She honestly showed no interest in what was inside this cloud and was looking away from him with a dissatisfied frown on her face.

Ratchet sighed to himself with a tone of exhaustion. "But I don't really have any other options, now do I?" He gathered himself up and made a running charge into the cloud of mist.

As soon as he made a few steps inside though, he was frozen in place. His mind was being flooded a thousand different thoughts of despair all at once.

"I can't do this. I hate you. I don't want to do this. There is no hope. I feel so much pain…"

He heard so many different voices crying out in his head all at once. It was as if every negative thought Ratchet had ever had was physically weighing him down. He collapsed to his knees in agony. He lifted his head to look towards the blue light shining in front of him like a beacon.

"Got to…keep going," Ratchet strained as he crawled toward the element. He tried to push himself forward as hard as he could, but he didn't get too far before his hands and knees gave way underneath him. He sprawled on the floor and could barely move an inch.

"Pinkie!" Ratchet cried out. "You've got to…help me!!!"

"Why should I?" Ratchet heard Pinkie shout back. "You said it yourself; I'm never going to just save the day with a little song or laughter."

"Maybe not," Ratchet replied. "But sometimes…a little laugh is…all we need…to get through the dark times. Deep down…you know it too. I'm sure your friends…have only…gotten though a bad day…because you were there…to cheer them up afterwards. I know…because I've had days…just like those."

Pinkie Pie listened to his words and thought heavily about what he said. An image of the rest of Pinkie Pie's friends laughing did flash in her head momentarily. She tried to ignore it and simply huffed in protest.

Ratchet took Pinkie's silence as a sign he was getting through to her. However he was certain she would still need more convincing. Ratchet realized what he had to do. He sighed gravely to himself as he prepared to do something that he hadn't done in the longest time, and something that he hoped he would NEVER have to do again. He took in a deep breath and got ready.

"When you're feeling…a little blue," he sung faintly. Pinkie Pie's eyes widened in shock as she recognized the words.

"Just give…a little laugh…to change your tune." Ratchet continued to sing under heavy stress as he inched forward on the ground, struggling to reach for the element of harmony.

"When you're having a bad day," Pinkie Pie started where Ratchet had left off. "A chuckle can make those worries go away." The tip of Pinkie Pie's tail started changing color from gray to its former pink glory.

"So why not…let out your frustration…and make some friends…across the nation…" Ratchet sighed heavily as he crawled closer to the element, which was now fully visible to his eyesight. "Cut all of your problems…right in half..." Ratchet held out his hand one last time to make a reach for the element, but no matter how hard he pushed himself, he was still mere inches from touching the necklace. His hand finally gave out under the pressure and collapsed to the ground. No matter how hard Ratchet struggled, he couldn't even lift a finger. He had come so close only to fail at the last moment.

"If you just…cheer up and…" Ratchet sang weakly, on the verge of passing out.

"GIVE A LITTLE LAUGH!" Ratchet was surprised to hear the voice finish the verse so upbeat and happily. Unknown to him, Pinkie stood outside the cloud of mist, now with her pink coat fully restored and a smile beaming on her face.

She immediately sprang forward and dashed right into the cloud. She bounced toward her necklace at full speed, not even the least bit affected by the mist as Ratchet was. All the while she still continued her song.

"We all have days where we frown,
But then we just turn it upside down.
We just find our friends, take a deep breath in-
And then we give a great big laugh!"

As she finished the last line to her song, she had managed to reach where the element was and lifted it up with her front hooves. Right when her song ended, the necklace emitted a large white flash that engulfed everything like before. When Ratchet and Pinkie came to, they discovered Pinkie had returned to her old self, and she had her necklace equipped once again.

Then the two just looked blankly at each other before both let out a good, hearty laugh.

Chapter 13

Bumblebee opened his eyes and looked around the cave. He looked down to find Rarity stirring from unconsciousness.

“Brpt-Zzzt?” Bumblebee asked in concern.

“If that’s your way of asking if I’m alright, then yes,” Rarity responded before a look of realization struck her face. “Hey! Where’s my diamond?” She asked angrily as she frantically looked around. Her gaze came to rest upon the necklace wrapped around the stalagmite bathed in the sunlight. The stalagmite now looked slightly different, as it was red all over.

“Oh well,” Rarity said to herself. “I’ll just have to make do with this little trinket.” She trotted over and started to reach for her necklace when suddenly the stalagmite started to move! It slithered downward until the entire stalagmite was now beneath the earth, leaving a perfectly circular-shaped hole where it stood moments before.

“Hey!” Rarity shouted in anger. “Give that back!”

Just then the ground began to shake violently. The floor began to rumble and crack around the hole in the earth. Bumblebee quickly lifted Rarity and jumped back to safer ground. The floor seemed to give way as something started to rise up from underneath it. As the creature broke through and rose up from its prison below, Rarity and Bumblebee were surprised to see how large it was. It towered over Rarity, and it even had quite a size advantage over Bumblebee. As the beast stretched its scaly wings, Rarity finally recognized that it was a huge, ferocious red dragon! As the dragon wagged its tail, Rarity and Bumblebee noticed that the necklace from earlier was wrapped around it!

“Who dares disturb me from my slumber?!” The dragon bellowed in a deep, dark voice. It looked down and noticed the two creatures standing before him. “What is your business here?’

“Bpt-zzoo-wre-pt-zpt,” Bumblebee answered pointing to the necklace wrapped around his tail.

“You want THIS?” The dragon shouted accusingly as he eyed the necklace. “You would dare to steal my precious treasure?”

“It’s not your treasure, it’s MINE!” Rarity shouted angrily. “If anything, YOU stole it from ME!”

The dragon bared its razor sharp teeth in a vicious scowl. “Insolent brat,” he growled. “You shall suffer!” The dragon unleashed a stream of flames aimed right at Rarity. Bumblebee was quick to pick her up and dodge the flames. The ground hit by the fire melted into molten lava.

Bumblebee put Rarity down behind a rock that would obscure her from the dragon’s sight. With both of his hands free, he readied his blasters and unleashed a volley of energy shots at the beast. The dragon was stunned from the attacks, but he quickly recovered and unleashed another blast of fire breath. Fortunately Bumblebee was too quick, as he dodged the flames once more and returned fire. The dragon persisted and continued trying to chase him down with his flames, but Bumblebee’s agility was too great for the monster to keep up with.

Rarity lifted her head from her hiding spot to look around. She saw the necklace on the dragon’s tail. She also saw that the dragon was too occupied with Bumblebee to notice anything else. She slowly crept on the floor along the cave’s edge, making sure to keep out of sight of both Bumblebee and the dragon.

The dragon let out another fire blast, Bumblebee jumped over the flames to dodge it. But then the dragon lurched forward and swatted Bumblebee out of the air with one of his arms. Bumblebee was sent flying into the cave wall and collapsed onto the floor. The dragon grinned in victory and raised his claw to strike the finishing blow when he felt a small tug at his tail. He turned to find the gray unicorn from before pulling on the necklace around his tail.

“I’ve got you now,” Rarity muttered stressfully through her teeth, which were chomped onto the necklace. “You’re all mi”- before Rarity could finish, she felt herself being lifted off the ground as the dragon lifted his tail. The dragon stared at her angrily as she only returned a sheepish grin. He flicked his tail and sent Rarity flying. She rolled as she hit the ground, and was quite dizzy as soon as she regained control of herself. She snapped back to reality as she saw the dragon inhale deeply before it unleashed a blaze of fire right at her. Rarity braced herself and prepared for the end. She waited for the fire to hit, but nothing happened yet. She looked up to see Bumblebee standing in front of her, taking the full force of the attack.

“BRRRRRRRRRRRRRRRRRRRRRRRRRRPPT!” He emitted a loud noise that was more than likely his howls of pain. As the dragon ceased fire, Bumblebee collapsed to the ground, and his eyes went from blue to pitch black.

“Bumblebee!” Rarity cried out in horror as she rushed to her friend. “You threw yourself into harm’s way to save me,” she said with tears forming in her eyes. “I’ve never seen anything so…selfless…” something seemed to snap inside Rarity. A new look of determination formed in her eyes as she faced the dragon, her gray coat now changing into its original white color.

“How dare you, you ruffian!” Rarity shouted angrily at the beast. “I will not stand by and let you get away with hurting one of my friends!” She ran away from where Bumblebee was laying and used her unicorn magic to lift several various rocks and stalagmites in the cave. She then launched the barrage of stones at the dragon. The rocks shattered on impact, and while they didn’t seem to do much damage, they did manage to get the dragon’s temper boiling again. He shot another flame stream at her, but she managed to outrun the flames as they chased her down. The dragon lifted its tail and brought it crashing down on the spot Rarity was running towards. The impact shook the ground and left a huge cloud of dust. The dragon lifted its tail and let a smile draw on his face as he looked intensely at the cloud. When the dust settled however, he was shocked to find nothing there!

The beast looked at his tail and saw the white unicorn climbing his tail, reaching for the necklace. He shook his tail furiously, but Rarity had all four of her legs wrapped around the tail and held on fiercely. She climbed up to the necklace slowly and reached a hoof out towards it. After one last thrust, her hoof did manage to nudge the necklace loose. A smile beamed across her face as the dragon gave off a loud roar. He raised one of his claws at Rarity and was ready to strike.

Bumblebee slowly regained consciousness and lifted his head to see Rarity grabbing onto the dragon’s tail. His eyes widened as he saw the dragon raise its claw towards her. Weakly, he raised one of his arm blasters and shot the dragon. The blast made the dragon reel back in shock, causing Rarity and the necklace to fly off his tail and land near Bumblebee. His arm fell to the floor and he was once again rendered immobile.

As Rarity collected herself, she noticed Bumblebee to her left and the necklace to her right. As she was about to head towards the element, the dragon drew her attention with a ferocious roar. He turned to Bumblebee and shot another stream of fire at him. Without hesitation, she threw herself in front of Bumblebee in a futile attempt to shield him from the attack.

Just then the element gave off a purple glow and began to move on its own. It suddenly appeared in front of Rarity and formed an energy shield that blocked the flames completely. As Rarity reached for the necklace in awe, it let out another blazing white light that bathed the entire area.

Rarity and Bumblebee awoke to find the cave as it was before, as if there had never been a dragon attack in the first place.

“Beep-roo-zir?” Bumblebee beeped quietly.

“Me?” Rarity answered. “What about you? You took a direct attack from that beast. If anyone is hurt, it’s you.”

“Bip-zt-riz-oor,” Bumblebee replied.

“While I do appreciate your concern that does not mean you can just stop looking after your own well-being.” Rarity answered. Both of their eyes widened in surprise as they realized what had just happened.

“Zip-beep-zoo?” Bumblebee asked.

“Why yes,” Rarity responded. “I DID just understand you. Ooh, I did it again!”

Rarity gave Bumblebee a warm smile, and while Bumblebee did not have a mouth of his own, it was clear from the expression on his face that he was returning the gesture.

“Now then,” Rarity stated. “Let’s get back and clean ourselves up a bit, shall we?”

“Beep-boop,” Bumblebee agreed.

Chapter 14

Arcee slowly opened her eyes and realized she was lying face-down in the field of grass. As she stirred from her unconsciousness, she pushed herself up and looked around. Rainbow Dash had apparently disappeared. Arcee could only see a thick veil of fog no matter what direction she looked.

“Hey kid?” Arcee shouted in all directions. “Where’d you go?” Arcee waited for a response, but the air was filled with silence.

“Looking for someone?” A familiar voice rang out of nowhere.

Arcee stopped dead in her tracks with complete shock. “It can’t be…” Arcee whispered to herself with eyes wide open as she recognized the voice. She turned to the direction where she heard the voice and saw a shadowy figure slowly walking towards her. It looked about the size of a Cybertronian, but what made him stick out was the pair of bull’s horns sticking out of his head.

“Cliffjumper?” Arcee muttered faintly. As the figure came closer and out of the fog, his red body came clearly into focus. It was indeed Arcee’s old friend Cliffjumper.

"The one and only," Cliffjumper replied smugly.

"Cliff, I don't believe it..." Arcee said in surprise as she slowly approached her friend. She reached one of her hands out and slowly brought her fingers to touch his chest. "You're really here. But how? I saw you- I saw you..."

"Can't really say I understand it myself," Cliffjumper replied. "I remember being brought aboard the Decepticon Warship, but it just kinda goes hazy after that."

A frown appeared on Arcee's face. "So then you don't know who did it to you, do you?" She asked disappointingly.

"Look that doesn't matter," Cliffjumper said reassuringly as he placed a hand on Arcee's shoulder. "What matters is that I'm here now."

"But how?" Arcee inquired.

"Well I can't say for sure," Cliffjumper answered. "But I think it might have had something to do with this." As he finished his sentence, he opened up the palm of his other hand to reveal a small golden necklace.

Arcee's eyes widened with shock once more. "I don't believe it..."

"It was nothing but pitch black for miles, then I saw this shiny little thing glimmering out of nowhere, and as soon as I touched it, I woke up here, and I heard your voice," Cliffjumper said softly.

"Cliff, I need you to give me that necklace," Arcee said sternly yet softly.

"What, why?" Cliffjumper asked defensively.

"It's hard to explain, but that necklace is the key to saving the world right now." Arcee answered.

As Cliffjumper looked at the necklace deep in thought, he finally turned to Arcee and answered, "I can't."

"What, why?" Acree inquired.

Cliffjumper said nothing as he held out the necklace and let it drop to the ground. As soon as he let go, his body started to turn transparent.

"NO!" Arcee cried out in urgency.

Cliffjumper immediately reached for the necklace once more. As soon as his fingertip touched the necklace, his body started returning to normal.

"I'm only here as long as I stay connected to this necklace," Cliffjumper answered flatly. "If I give it to you, I'll disappear."

"Then come back to the base," Arcee pleaded. "We can figure something out!"

"Come on Arcee," Cliffjumper retorted. "Do you really think Cybertronian technology has ever been prepared to deal with something like this?"

"Well we can try!" Arcee shouted desperately.

"I admire your optimism," Cliffjumper answered as he turned around and began walking away. "But it just isn't happening."

"Where are you going?" Arcee asked with a demanding tone.

"I'm thinking of setting out on my own; try to find my own answers," Cliffjumper replied as he continued to walk away. "You're welcome to come along,"

"Cliff wait!" Arcee cried out desperately. But Cliffjumper simply ignored her and kept walking. Frustrated, Arcee pulled out one of her arm blasters and aimed in his direction. "Last chance Cliffjumper! Stop now or I shoot!"

Cliffjumper stopped walking, but he still didn't turn to face Arcee. "So, you'd really go that far?" he asked flatly.

"Cliffjumper, I'm sorry," Arcee answered with remorse. "But I need that necklace and you aren't giving me any other options."

"I should have known you would never show me any loyalty," Cliffjumper stated as he finally turned to face Arcee. His once blue eyes were now glowing a fiery red. "After all, you let me perish that day didn't you?"

Arcee felt stunned at the question. She lowered her weapon and, for a moment, her guard. Cliffjumper took advantage of this moment and rushed into her with a hard punch to the gut. Before Arcee could collapse to the ground, Cliffjumper delivered another blow that sent her flying back. He took the necklace and placed it around one of his horns, pushing it down to make sure it wouldn't budge.

"Sorry, Arcee," Cliffjumper feigned remorse. "But you leave me no other choice."

Arcee quickly picked herself up and got into a fighting stance. "Cliffjumper, it doesn't have to be this way." She pleaded.

"Oh yes it does," Cliffjumper answered. "Because you could have saved me back there. You could have taken me with you back to base. But instead, you dropped me, and left me for scrap when the mine blew up!"

The accusation pierced Arcee to the core as she remembered that time the Autobots raided the Decepticon mine to rescue Cliffjumper. But horror filled her mind as she remembered the mindless Terrorcon that Cliffjumper had become when she finally found him.

"That wasn't you anymore!" Arcee protested. "You had become...something awful."

"Are you sure about that?" Cliffjumper taunted. "Or do you just tell yourself that to put your mind at ease?"

Arcee couldn't take anymore as she pulled out her arm blades and rushed toward Cliffjumper. She kept slashing at him, but he simply weaved and dodged her attacks. Then he grabbed her arm mid-attack and tossed her away. He pulled out a blaster and shot her midair, which sent her crashing back into the dirt.

"Cliff," she muttered to herself weakly. "I'm so sorry..."

"So you're giving up then?" a high pitched voice rang from nowhere.

Arcee's eyes opened as she realized who was talking to her. She pulled her head up to find Rainbow Dash sitting beside her.

"Where did you come from?" Arcee asked with surprise.

"Oh I don't know," Rainbow answered timidly while trying to avoid eye contact. "Somewhere I guess..."

Arcee frowned as she realized Rainbow Dash still needed to return to normal. But she was simultaneously struck with inspiration as she looked over to Cliffjumper and saw the Element. Arcee remembered what she was fighting for.

"I'm not done yet," Arcee strained as she pulled herself up.

"Really?" Rainbow Dash inquired. "But I thought he was super important to you. Would you really fight your friend?"

Arcee had to think before giving an answer. "Cliffjumper is important to me. But I can't turn my back on Optimus and the others. They need me, just like your friends need you."

"My friends?" Rainbow Dash asked faintly. The memories of the times she spent with Fluttershy, Pinkie Pie, Rarity, Twilight Sparkle, and Applejack started to return to her. "But aren't you still breaking a loyalty, no matter which side you choose?"

"Loyalty works both ways kid," Arcee answered. "You show loyalty to the ones who will treat you with loyalty in kindl!"

Rainbow Dash kept Arcee's word in mind, but before she could continue, Arcee made another charge toward Cliffjumper. She fired from her arm blasters as she ran towards him, but the shots seemed to do little damage. Cliffjumper charged forwrad and attempted to punch Arcee. She slid under the fist and performed and uppercut that knocked Cliffjumper on his back. As Arcee rushed over to deal the finishing blow, she flashed back to the image of Cliffjumper at the mind. She paused for another moment, which Cliffjumper took advantage of once more. He quickly raised his arm cannon and shot Arcee point blank in the chest, which sent her flying back. Arcee was about to try and stand up when she suddenly found Cliffjumper standing over her, with his cannon aimed right at her face.

Just then a blue blur brushed right past his face. He looked up to see a small, flying blue pony with a Rainbow colored mane.

"Hey ugly!" Rainbow Dash shouted boldly. "Bet you can't catch me!"

Cliffjumper scowled ferociously at the new pest, but before he could act, he felt himself knocked off balance by a sweeping kick from Arcee. He aimed his cannon at Arcee once more, but she knocked his arm out of the way and deal a fierce barrage of punches. Cliffjumper was knocked back and stunned, but still standing. Cliffjumper readied himself as Arcee made another charge toward him, but he suddenly found his vision blocked by Rainbow Dash suddenly appearing in front of his face. He tried to swat her out of the way, but she maneuvered too fast and was flying circles around him. As Cliffjumper was distracted by Rainbow Dash's antics, he didn't notice Arcee coming into range until it was too late. He tried throwing a punch at her, but before he could land the hit, he felt his jaw being struck by a powerful flying kick. The force from the attack sent Cliffjumper flying, and kocked him flat on his back.

Cliffjumper tried to get up, but he didn't have any strength left. His red eyes returned to their old blue color as he saw Arcee looming over him.

"Who knew you had it in ya?" Cliffjumper said weakly with a smile.

"I'm sorry, Cliffjumper," Arcee said solemnly.

"If you're going to do it, then do it," Cliffjumper ordered fiercely. "Just promise me you won't let the cons win."

Arcee nodded her head in agreement without saying a word. She slowly reached for the necklace on Cliffjumper's horn. "Goodbye, Cliff," she whispered sadly. With that she yanked the necklace off, and watched as her friend slowly faded away.

Suddenly, the field was enveloped in a white light. When the light passed, Rainbow Dash found herself back to normal, wearing her restored necklace.

"Aww yeah!" Rainbow Dash shouted triumphantly. "We did it, Arcee!." Rainbow Dash waited for an answer, but she only heard silence. "Arcee?"

Rainbow Dash turned to find her friend still in the spot she was before, deep in though.

"You okay?" Rainbow asked in concern.

"I'm fine," Arcee answered flatly as she finally turned to acknowledge Rainbow Dash. "Let's get back to the others."

Chapter 15

Optimus slowly opened his eyes and eyed his surroundings. He and Fluttershy were now in a deep, dark cave, contrary to their previous jungle settings.

"How did we get here?" Optimus inquired.

"How should I know?" Fluttershy answered mockingly as she slightly shivered to herself. "I thought you were the great, big leader who had answers to everything."

"I suppose it doesn't matter at the moment," Optimus replied. "We need to find our way out of here so we can find the element."

"I've got a better idea," Fluttershy snickered. "Why don't you take that element and"-

but before Fluttershy could finish, a howling wind blasted through the caves.

"Ugh-why is it so cold in here?" Fluttershy asked angrily as she began huddling up to keep warm. Optimus looked around and did indeed find ice slowly forming on the cave walls and floors. As a Cybertronian, he was more resistant to colder temperatures, but he also knew that if things got too cold, it would be lethal for the both of them.

"We need to find out the source of this strange weather," Optimus said out loud. Then as if to answer him, he heard another howl in the wind. This time it was clearer, and it sounded more like a neighing sound coming from above. Optimus looked up to find a trio of phantoms swirling overhead. They looked like horses, but with clear blue bodies and piercing white eyes.

"What are those?" Optimus asked slight stupified.

"Just some stupid Windigoes," Fluttershy answered. "They feed off hatred and use it to freeze the land. Stupid Windigos."

As she was saying this, a blanket of ice formed at her hooves and started climbing up her legs. Optimus acted quickly and punched the ground right next to her. The force of the impact was so strong, it cracked the ice completely. Optimus scooped Fluttershy up and ran for an exit. However, no matter what direction he looked, all he could see was rock, slowly being devoured by a sheet of ice at least 10 feet thick. Trying to escape from this would be like trying to escape from inside a glacier.

"Well, what are you waiting for?" Fluttershy insisted. "Shoot the Windigoes already so we can get out of here!"

"If these spirits feed off of hatred," Optimus hypothesized. "Then perhaps an act of kindness would give us a better chance for escape."

"What? That's stupid!" Fluttershy retorted. "Like being nicey-nice to anyone ever works."

"It's true that there are those who kindness cannot hope to reach," Optimus monologued as he thought back to his nemesis. "But that does not mean we should forsake such a noble virtue."

"Hmph, yeah right," Fluttershy snickered. "Kindness is just for wimps who aren't tough enough to get things done otherwise."

"On the contrary," Optimus fired back. "It takes more strength to stay kind, especially in the face of adversity."

Fluttershy was visibly affected by Optimus's words. As she turned away in thought, Optimus turned upward to address his captors. But as he gazed upwards, in the eye of their storm. He noticed a tiny golden glimmer. He looked closer and realized that they were holding the missing element!

"Windigoes!" Optimus began. "I am Optimus Prime! If you can be reasoned with, then I request that you give us the necklace, so that we may assist those who are in need right now. If Discord is allowed to continue his ways, then both of our worlds could be in peril!"

The stormcloud of Windigoes slowly begun to react. Optimus was hopeful his words got through, but those hopes were dashed as the the storm above shot out a blue flame at them. Optimus was quick to dodge, and he immediately put down Flutershy to pull out both of his blasters and open fire. His shots were useless though, as the energy blasts, simply went right through the ghosts and hit the ceiling above.

The Windigoes let out another blue flame, but this one was aimed directly at Fluttershy! Optimus only had enough time to get in front of the flame and take the brunt of the assault. Optimus let out a painful scream as the chilling sensation rushed through his entire body.

"Optimus!" Fluttershy screamed in concern, her body's color returning to normal as she rushed over to her friend in need.

"Never forget, Fluttershy..." Optimus whispered weakly as his entire body was slowly being encased in ice. "Stay kind, and stay strong..." After that, the ice reached his head and froze him over completely. Fluttershy whimpered in sadness as she realized she was all alone facing down these Windigoes.

"I can do this," Fluttershy whispered to herself. "Stay kind...and stay strong."

Fluttershy looked upward with complete determination on her face. She flapped her wings and began flying up towards the necklace in the eye of the storm.

The Windigoes howled as the unleashed another stream of blue fire. Fluttershy maneuvered around the stream of flames and slowly continued her way up, battling a ferocious wind along the way. As she drew closer to the necklace, a small bit of ice started forming at her hind hooves. It slowly creeped up her legs, weighing her down in the process. As Fluttershy sank back down, she was about to give up when she turned over to look at Optimus, still encased completely in ice. A tear slid down her eye as her confidence was renewed. She flapped her wings faster and harder than ever before. She was once more heading upwards and was within inches of the necklace. Just then, one last blue flame shot out of the center and hit her dead on. Fluttershy was momentarily knocked back, but she continued pushing directly into the fire, with her hoof fully outstretched in front of her. With one last burst of effort, she finally made contact with the necklace.

Suddenly, the entire cave was enveloped in a blinding white light that engulfed everything in sight. Optimus and Fluttershy awoke to find themselves back in the jungle before this escapade had started.

"Did we do it?" Fluttershy asked timidly.

"No Fluttershy," Optimus answered as he looked down to see her wearing her necklace once more. "You did it."

Fluttershy gave Optimus a warm smile. The kind she was only comfortable giving around her closest friends.

Chapter 16

Jack opened his eyes, unsure of what may lay in front of him. He was surprised to see nothing was there. Nothing at all. Not even the trees, or the sky, or the clouds, not even the ground.

Jack was trapped, all alone, in an empty void. Only an endless darkness for as far as he could see in every direction. He floated along, and felt himself drifting in a vast sea of emptiness.

"Hello?" Jack called out. His voice echoed on for several moments, only to be returned by complete and utter silence.

"Great," Jack muttered to himself. "Stuck here in the middle of...nowhere, and I have no idea how to get back. I suppose I've been in worse situations, though."

Jack began to look around to see if he could find anything that might stick out. As he looked below his feet, he noticed a small golden flicker of light. Jack tried to get himself to move. It started out as awkwardly waving his arms and legs around, but once he got his bearings, he realized he was able to swim through this void. He started swimming down towards the light, and when he got closer, he was able to recognize the shape. It was Twilight's tiara!

"Well that's a relief," Jack said out loud to himself. "For a moment, I thought this was going to be hard." But as he reached his hand forward to try and take the necklace, he noticed that his fingertips were starting to fade away! Jack pulled his hand back in fright, but his hand continued to disappear, and it climbed up until eventually his entire right arm was missing!

"What's going on!?" Jack screamed in panic. Not expecting any response from the dark, he was surprised to hear someone answer him.

"It's pointless, Jack," he recognized the voice of Twilight Sparkle instantly. He looked up to find her also floating along in the void, directly over him. "Eventually, we all just fade away into nothingness."

"Well, maybe so," Jack protested. "But I'm not disappearing yet!" He began to swim toward the element once more when he felt his left leg fading away underneath him.

"What's the point?" Twilight stated flatly yet depressingly. "Everything's doomed anyway."

"What's the point?!" Jack echoed in frustration. "Discord's going to destroy life as we know it, and right now, the only thing that can stop him is 10 feet right in front of me." Jack tried to awkwardly hobble over to the tiara while missing two of his limbs, but he could barely move a few inches forward. He gave one last kick forward before his other leg began to disappear as well.

"Twilight, listen," Jack pleaded. "Right now, everyone we care about is in danger. My mom, Optimus, and even your friends! Don't you care what happens to them?!"

"It doesn't matter if we're good friends," Twilight continued in her depressive monotone. "Even the best of friendships will fall apart eventually, there's no stopping it..."

"Look, I don't make friends because of how it begins or ends," Jack argued while making swimming motions with his only good arm. "I make friends for everything that happens in between." Jack continued as he inched closer and closer to the element. "I know I won't be friends with the Autobots forever, but if I never agreed to help them in the first place, I would have lost out on some of the best moments of my life!" Jack made one final push for the element, but as his hand came within inches of the crown, they started to fade away, until Jack was nothing more than a torso and a head.

"Don't you think the time with your friends more than makes up for a little heartbreak?"

Twilight closed her eyes and remembered all the good times she had with everypony she met in Ponyville. The overwhelming joy and happiness began to flow into her mind as the memories flooded back into her mind. She even remembered what Applejack had said to her right before this journey began.

"We're with you to the end, Twilight. And nothing's going to change that."

Twilight opened her eyes with a look of renewed vigor spread across her face. Her gray coat slowly changed back to its original purple color. She looked over to Jack, whose torso was no fading away. Soon he would be nothing more than a head!

"I don't have time to get to the element," Twilight observed as she looked down to at her tiara. "So I'll just have to make it come to me!"

As Jack's torso faded completely away, Twilight shot a purple energy beam out of her horn straight down at the tiara. It soon enveloped the entire crown in a purple glow.

"Yes!" Twilight muttered to herself. Looking over to Jack, she noticed his head was slowly fading away now. If she didn't act soon, he would disappear completely!

Twilight used her magic to reel the element back in as fast as she could. As the element sped up toward her, most of Jack's head was already gone. He was now nothing more than a single eye! The element was getting closer and closer, all the while, what little of Jack that was left was fading away. Finally, the tiara finally made it to Twilight as it touched her horn. The black nothingness was suddenly filled with an intensely shining white light that completely engulfed Twilight.

When she woke up, Twilight found herself wearing her tiara in the meadow she and Jack were at before. She was struck with realization as she began frantically searching around her.

"Jack? JACK!?" She called out in concern. Unfortunately, she wasn't met with any response.

"Oh no," Twilight whispered to herself sadly. "I didn't make it in time!"

Just then Twilight heard a small grumbling noise, followed by a rustling in some nearby tall grass.

"No, you did," answered the figure slowly rising out of the grass. "I just have to get readjusted after losing my body parts."

"Jack!" Twilight screamed happily as she rushed over to greet her friend. "I thought you were a goner!"

"Yeah, me too," Jack grumbled sorely as he was still recovering from the experience. "Thanks for saving me, Twilight."

"Thank YOU Jack for saving me," Twilight returned the gratitude. "If you hadn't snapped me out of it, I don't know what would have happened."

"What exactly WAS that anyway?" Jack asked in concern. "I know Discord's powerful, but I didn't think he could pull of something like THAT!"

"I'm not so sure that was Discord's doing..." Twilight though to herself silently.

"Twilight?" Jack asked after a lack of response from his friend. "You there?"

"Oh, yeah!" Twilight replied as she snapped back to reality. "I was just...thinking..is all."

"Well, we'd better get back to the base," Jack responded. "Let's hope the others didn't have as much trouble as we did."

Jack pulled out his cellphone and dialed Rafael's number. "Hey, Raf? Take us back home, will you?"

Shortly after his phone call, a familiar green portal opened up in front of the pair. The two stepped inside, and the portal closed up once more, leaving the adventure behind them.

Chapter 17

Jack and Twilight emerged from the Groundbridge portal to find themselves back in the Autobot base. Jack looked up to see all of the Autobots standing around him, with looks of approval on their faces. Twilight looked forward and saw all of her friends, sitting there and waiting for her with warm smiles on their faces.

Twilight beamed with joy as they all ran toward each other and embraced themselves in a big group hug. It was hard to distinguish who was saying what a midst their chatter, but they could still make out lines such as "I missed you" and "Welcome back." The Autobots looked on this warm scene and briefly got caught up in the moment.

"I've gotta admit," Arcee said with a small smirk on her face. "There is something strangely uplifting about these ponies."

"Beep-boo," Bumblebee nodded in agreement.

"I know, it's weird," Bulkhead commented. "It's like just seeing them all together and happy made me forget about our troubles."

"But I suppose we can't put it off any longer," Ratchet added somewhat solemnly.

Optimus bent down to address the six ponies. "I'm sure you must all be going through a lot right now, but we need to confront Discord now before he does any more harm."

The six ponies broke their hug and looked at each other. They simultaneously nodded to each other with a serious expression on their faces. "We're ready," Twilight said sternly as she looked up to Optimus.

Optimus silently nodded in agreement before turning to Ratchet to give instructions. "Ratchet, prepare the coordinates!"

Ratchet quickly typed away on his keyboard. "Last time, I gave us some distance from the storm of Chaos that Discord seemed to be located at. This time however, we're going to drop right into the eye of the storm."

"You don't want to try and get the surprise on him again?" Twilight asked in protest.

"I don't think sneak attacks will be possible on this kind of opponent," Ratchet answered as he finished typing. "You six just need to focus on using your elements, and we'll take care of the rest."

Optimus turned to Arcee, Bumblebee, and Bulkhead. "You do not have to throw yourself into danger if you do not wish to. If anyone wants to stay here, I will understand."

"Come on Optimus," Bulkhead protested. "We've been through so much as it is, do you think we're going to turn back now?"

"Bip-zip-bee," Bumblebee beeped in agreement.

"Wherever you go, we'll follow," Arcee spoke boldly.

"Understood," was all Optimus could say to his team's display of loyalty. "Rafael, I trust you will handle the Groundbridge once more."

"Got it," Raf acknowledged as he hit some keys on his keyboard. Once he hit enter, the green light from the Groundbridge portal lit up their base once more.

"Everyone," all heads turned toward Jack as he addressed the crowd. "Good luck."

"Thank you Jack," Twilight said warmly.

"All right team," Optimus said boldly. "Move out!"

And with that, all five Autobots and six ponies walked into the portal.

The once blue sky was now a dark red as lighting crashed down from the sky. The ground had now become covered in checkerboard tiles, the mountains were now floating in midair, and the center of it all was a floating throne, with jewel eyes and deer antlers sticking out at the top. Discord sat in his chair, admiring his work.

"Ah, I love the smell of chaos in the morning," Discord gloated to himself as he snapped his fingers and made a glass of chocolate milk appear out of nowhere. He was surprised to suddenly hear a loud noise as a green portal opened up underneath him. He looked on to see the five Autobots walk out and stand before him.

"Ugh," Discord sighed to himself as he threw the entire glass of milk into his mouth. A loud crunching noise was heard every time he chewed, until he eventually swallowed the glass whole. "This had better be important."

"Discord!" Optimus called out. "Your reign of terror ends now!"

"This again?" Discord taunted as he teleported down to where the Autobots were standing. "Can't you see I have a very busy schedule? Spreading a kingdom of chaos over the multiverse doesn't just happen with the snap of the fingers, you know. Oh wait, yes it does!" Discord chuckled to himself.

"Not gonna happen, Discord!" The voice echoed loudly from the portal. Discord looked past the Autobots in surprise to find the mane 6, walking out of the portal, side by side, each wearing their element of harmony.

"Well what do we have here?" Discord asked coyly. "So, you all managed to turn back to normal...AGAIN...I take it?" Discord warped back over to sit on his throne. "I suppose you want me to just sit still again and let you win a second time? Sorry, not happening. I have too much of a good thing going on here, and I can't have you ruining it all for me. So if you're not going to stop bugging me, then I'll just have to take care of you the old fashioned way."

"Ha!" Rainbow Dash challenged him. "With these guys on our side? I'd like to see you try!"

Discord said nothing as a small smirk formed on his lopsided face. "hahaha," he let out a small laugh that grew bigger and bigger. "hahaHaHaHaHaHaHAHAHAHAHAHAHAHAHA!"

A look of confusion passed over everyone as they all looked to each other to try and find answers. "What's so funny!?" Twilight asked fiercely.

"Don't you see it?" Discord taunted madly. "Ever since I've gotten here, I've been getting even stronger! I don't like to get my own hands dirty, but since you're so persistent, let me show you just how hopeless your battle really is!"

As soon as he finished talking, a black aura surrounded Discord. The black light grew stronger until eventually an entire pillar of black flame shot up from the ground, right where Discord was located. The pillar of black fire reached high up into the sky, and it started to rapidly expand outward. As a precaution the Autobots immediately grabbed the ponies and put some distance between themselves and this strange new predicament.

The flames stopped expanding, but they still shot up into the air. Soon, however, a lion's paw reached out of the flames. However, this lion's paw was easily twenty times bigger than Discord's old paw. Looks of worry and fear started to form on the ponies' faces, while the Autobots only looked on with stern, angry expressions.

Shortly after an eagle talon of equal size shot forth from the flame. Then a large horse leg, then a dragon leg. The wing of a bat and the wing of the bird stretched out the flames simultaneously. Their large wingspan shadowed the entire team in darkness. Finally, a large tail stretched out of the back of the fire. It hit the ground with a tremendous thud that shook the earth itself.

The flames finally receded to reveal Discord's face at last. His head had gone through the biggest change, not only in size but also in appearance. His once cartoonish features were now replaced with more grim, realistic details. This behemoth easily towered over the ponies and even the Autobots. He was probably as big as Unicron's stone warriors!

The new Discord simply looked down at the team with piercing yellow eyes, and then it let out a mighty, ferocious roar.

Chapter 18

Discord had been reborn. He was now a monster of unbelievable size. Even the giant Autobots were puny in comparison. As Discord looked down at the specs that stood before him, he unleashed a howling, screeching roar. The roar was so loud that it caused the floating rocks around him to crack up and break into pieces. The fierce wind resulting from the roar even pushed the Autobots and ponies several feet. All six ponies looked up at Discord with open mouths and blank stares.

"Can we go home now?" Fluttershy asked timidly as she huddled to the ground in fear.

"We can't beat something that huge!" Applejack said with panic.

"We've got to try," Twilight said sternly in an attempt to reorganize her team.

The other five ponies looked unsure as they turned to each other until Rainbow Dash finally broke the silence. "Yeah, think of it this way," she spoke up. "Now's just made himself a bigger target!" The other four ponies all nodded to each other in agreement.

"All right," Applejack agreed. "Let's give it a shot."

The six ponies gathered together, closed their eyes and concentrated on using their elements. They all started to lift off the ground. A small rainbow-colored ring formed around them. Their elements each glowed brightly in their own colors, and when their eyes opened up, they all glowed pure white. A rainbow shot up from their location and was heading right for Discord's face! However, Discord gave no reaction. He simply brought his tail up to his face and used it to swat the Rainbow energy out of his way as if it were nothing more than a housefly.

The ponies returned down to the ground once more, with looks of shock and defeat across each of their faces.

"That was it?" Arcee asked frustratingly. "THAT was what everything was building up to?!"

Optimus put a hand on Arcee's shoulder in an attempt to calm her down. "Is there anything else we can do now?" Optimus looked down to ask the ponies softly.

Twilight put her front hoof under her chin to think. "When we used the elements on Nightmare Moon, she turned back into Luna. When we used them on Discord, he turned back into stone, AND we were able to fix the damage he did to Ponyville."

"What does that have to do with anything?" Rainbow Dash inquired.

"Don't you remember Rainbow Dash?" Twilight rebutted. "It took a longer time to charge up the elements when we used them on him, but as a result, the blast was more powerful. I bet if we charge up long enough, we can make a strong enough attack to beat him!"

"How long do you need?" Arcee interjected.

"I'm not sure," Twilight said to herself. "He's so much more powerful now, and this chaos is worldwide! It took about 20 seconds to fix Ponyville, so at that rate..." Twilight suddenly got quiet as she did some mental calculations. "...Maybe...5 minutes?"

"Five minutes?" Bulkhead asked in doubt as he looked up at the behemoth hovering over them. "Against something like that? In a fight like this, one minute is an eternity, let alone five."

"We don't have any other options," Optimus replied before turning to Twilight once more. "We will buy you as much time as we can."

"Okay," Twilight responded as her horn glowed a magenta hue. Instantly a beam shot up wards until it spread out to form a translucent bubble around the six ponies. "I've cast an energy shield to protect us. It will probably only take one hit before breaking, though."

"Understood," Optimus answered as he stepped forward to face Discord. "Autobots! We hold this line, no matter the cost." Bulkhead, Bumblebee, Arcee, and Ratchet all stood behind him, pulling out their weapons and getting ready to fight.

The six ponies once again started to concentrate on using their elements. They all started to glow a faint white hue. Discord drew ever closer, but the Autobots finally made their move. They all split out in 5 directions, each shooting at different parts of Discord's body to draw his attention.

Bulkhead was unleashing a volley of shots at Discord's left leg, though it appeared to do little damage. Discord's massive size also reduced his speed, as he lifted his hoof very slowly. He had it over Bulkhead and was getting ready to stomp. Bulkhead quickly transformed and drove out of the way as the giant hoof made contact with the earth. The coast wasn't clear yet, as Bulkhead had to outrace the shock wave that erupted from the collision. Bulkhead was driving at top speeds, but the wave was slowly catching up to him. It completely crumbled the rock surface as it passed over several meters of earth. Just as the shock wave was at Bulkhead's tailpipe though, it started to recede. Bulkhead quickly converted back to robot mode and faced Discord once more. He didn't hesitate to continue firing as before. He knew he wasn't doing a lot of damage, but he was content with keeping Discord occupied.

Meanwhile, Bumblebee was busy attacking Discord's right side. He also tried to use a barrage of energy blasts to attack Discord. Discord brushed off these attacks as little more than bug bites as he raised his lion claw, ready to strike. When Discord struck, however, his attack merely seemed to swipe at the air above Bumblebee. Bumblebee was confused at first until he saw a "tear" in the sky where Discord's claws had scratched. The hole in the sky opened up, and out of it shot several miniature Discords. They all started flying towards Bumblebee while cackling madly, and while Bumblebee tried to shoot down as many as he could, there were still too many as they drew closer. Suddenly, Ratchet appeared with his arm blades extended, and he immediately began slashing at all of the Minicords he could. The duo worked together to fend off the swarm, and as soon as they got rid of the last one, Bumblebee immediately began to attack Discord again.

Arcee was at Discord's backside. Discord raised his tail in order to bring it down on top of her, so Arcee transformed into a motorcycle and sped up to avoid the attack. While his tail was still on the ground, she took advantage of this moment by reverting back to robot form, jumping onto the tail, and then turning back into a motorcycle once more. As she literally drove up his spine, Discord flapped his massive wings and began to lift off of the ground. As he started ascending, however, he noticed a small red truck out of the corner of his eye. It was speeding on a nearby plateau, using a rock face on the plateau as a ramp for launch. The truck transformed in midair, and Optimus landed on Discord's head. He used all of his strength to launch a brutal assault on Discord's skull, and Discord soon let out a loud roar. It was impossible to tell if it was from pain or annoyance.

"All right, we're doing it," Bulkhead cheered to himself. "Just a little longer..."

At that moment, Discord's face began to contort. It was hard to tell at first, but then it became clear that a large, evil smirk was forming on his face.

Discord extended out his eagle talon, and it suddenly began to stretch out far beyond its regular limit. The claw reached all the way around to his back as if it were some sort of live rope. It shot straight for Arcee at incredible speed. Arcee had no time to react as the claw suddenly plucked her off of Discord and held her tightly in its grasp. She tried to break free as the claw retracted back to its original length, but it was no use. Suddenly, a red and black lighting-style energy began to run through Discord's claw. Discord was unaffected, but Arcee let out a painful scream as a horrible electric force surged through her body. After Arcee passed out from the attack, Discord released his grip and let her drop down to the ground like a rock.

A bright white flash emanated from Discord's center, and the next moment he vanished. Optimus fell back to earth, but Discord reappeared in another giant flash, and he turned to face Bumblebee and Ratchet. He flapped both of his wings, created a strong updraft on the ground. Ratchet used his arm blades as stakes to hold himself down, but Bumblebee was quickly swept up in the winds. Discord swept his lion paw at a defenceless Bumblebee and sent him crashing back down to the ground at incredible speed. Bumblebee lay motionless in a large crater, knocked unconscious by sheer brute force.

Bulkhead tried to keep up his assault, but the next thing he knew, he suddenly felt himself being lifted up into the air, as if the gravitational force holding him to the ground had disappeared. He fumbled around, but he quickly realized he had no control over his movement. He saw Discord using his hand to control Bulkhead's movement in the sky. He desperately shot another barrage of blasts at Discord, but Discord paid it no mind as he brought Bulkhead to eye level. Discord's eyes began to glow a bright yellow.

"Oh scrap," Bulkhead muttered to himself. The next moment, he felt a large blast of energy hit him dead in the face as a beam of light shot out of Discord's eyes. Bulkhead screamed in agony as the huge attack sent him flying an incredible distance before he felt himself falling down to earth. After a huge collision with the ground, Bulkhead tried to get up again, but he lost his footing and passed out.

As Optimus rose to his feet after that large fall, Ratchet ran up to his side.

"This isn't looking good Optimus," Ratchet reported. "It's probably been two minutes at most, and we're already on the verge of defeat."

"Then we will just have to do what we can," Optimus replied. "Every moment counts."

Suddenly, Discord appeared behind the two in a huge white flash of light. They turned and got ready to fight, but they were surprised to see Discord suddenly turning around. They were too late to react as they turned to see Discord's huge tail hurtling right at them. The sheer force from the collision sent the two flying back at incredible speed. They crashed into a nearby mountain. They were both in incredible pain, but still conscious. However, they were too weak to move.

Discord turned to face the six ponies, with complete triumph written over his face. As he approached their force field, he lifted his massive lion's paw over them, and sent it crashing down on top of them. The paw immediately stopped as soon as it hit the energy shield. It soon began to crack in various places, until the strain caused it to break completely. As the shield shattered, however, it let out a small burst of energy that knocked Discord back a short distance. They had managed to repel that fatal attack, but now they were completely vulnerable. Discord approached them once more, raising his hand again, knowing that this would be the last attack needed to assure his victory.

Suddenly, Discord found himself under attack from a barrage of energy blasts coming from above. He looked up to see a small gray aircraft approaching him at high speeds. The aircraft transformed in mid-air, turning into a familiar gray and purple robot. As this robot continued falling forward, he drew his fist back and unleashed a massive punch, right in Discord's jaw. The force from the attack was so powerful that it knocked Discord over onto his back. The robot landed right in front of where Discord lay, and stood up to reveal himself.

"Megatron?" Optimus uttered in disbelief.

"Hmph, are you so easily defeated Optimus?" Megatron taunted. "If this puny creature is all it takes to best you, then perhaps you don't even deserve to be my rival."

Chapter 19

"So, Optimus," Megatron said as he walked over to his nemesis. "I see I was right in my suspicions. You would indeed return to confront Discord despite the odds being heavily against your favor. It is fortunate for you that I have a different target in my sights for the moment."

"None of that matters right now, Megatron," Optimus began as he and Ratchet pulled themselves up from the ground. "We need to buy them as much time as possible so they can use the Elements of Harmony to stop Discord!" Optimus pointed over to the six ponies, floating in air, surrounded by a white aura.

"Elements of Harmony," Megatron muttered to himself. "So those are the items at the center of this conflict. But no matter. I didn't come to help your or those small creatures. I came here to settle my own battle with Discord. Whatever you're planning, it is of no concern to me. Now stand aside!"

"Wait!" Before Optimus could try to persuade Megatron any further, Discord had appeared overhead in a huge flash of white light. He flapped his mighty wings once more to create an updraft. The powerful winds launched Megatron upwards, but he quickly reacted by transforming into his jet mode. He managed to break free of Discord's winds and avoided the swipe of his massive lion paw soon after.

Discord quickly launched another attack. His arms stretched out to grab him like they did with Arcee, but Megatron was flying too fast for him to keep up. As the talon made a grab for him, Megatron barrel rolled to the right to dodge the attack. Seeing the paw heading straight for him, Megatron pulled a somersault and flew along the arm, heading towards Discord. Megatron unleashed a volley of energy blasts in right in Discord's face. They didn't appear to do much damage, but Discord was nonetheless infuriated with Megatron's antics. His eyes glowed yellow before firing off another beam of light. Megatron was quick to avoid these. He immediately veered of his path for Discord and took up straight into the sky. Discord tried to follow the aircraft with his eye beams, but Megatron simply outmaneuvered him each time. Finally Megatron flew right above Discord's head before transforming back into robot form. As he was falling toward Discord's head, Megatron pulled out his arm blade. He struck downward with all of his might, and he cleaved right through a large chunk of Discord's antler. Discord let out a howling scream of pain as he reeled back from the attack. Before Megatron could hit the ground, he once again transformed into an aircraft and took off again, preparing to come back for another strike.

Discord quickly recovered from the attack, his horn automatically growing back to replace the section Megatron cut. Discord was teeming with anger as his horns began to glow. An electric field began to form between them, and suddenly, a bolt of lighting shot out between his horns. Megatron narrowly avoided the attack, but Discord suddenly shot out several different electric streams at once. Megatron tried to dodge, but one lightning bolt clipped his wing. The force from the attack sent Megatron out of control. He transformed back into his robot form as he crashed back down to earth, right next to the antler chunk Megatron had severed from Discord.

Discord let a smile of victory pass over his face when suddenly a large bright light radiated out of the corner of his eye. His expression went from proud to frantic as he turned to find the the Elements of Harmony giving off a powerful aura as they rose up into the air. Discord quickly opened his mouth as a black ball of fire began to form inside. He fired a massive black flame that was heading straight toward the six ponies.

Twilight and her friends all opened their eyes, which were all glowing intensely white. They were suddenly surrounded by a rainbow-colored sphere. As the black flames collided with the sphere, it completely scattered around the barrier. The attack itself continued on, but everything inside the rainbow sphere was untouched. The sphere began to glow, and then the front of the sphere shot out a double helix of rainbow-colored energy. The rainbow attack kept spinning as it pressed forward and pushed the black flames back. Eventually, the two beams of energy were pushing against each other perfectly, locked in a stalemate.

Megatron slowly stirred from unconsciousness. He looked up to find Discord locked in fire with a large rainbow colored entity. He figured Optimus and the Elements must have moved their plan into action. He looked directly to his right to see that he was right next to the large chunk of antler that he had removed from Discord's head. He silently stared at it before a small smirk began to form on his face.

Meanwhile Optimus and Ratchet were observing the battle as well, waiting for an outcome.

"I don't believe it," Ratchet muttered to himself.

"It seems there are still many surprises left in this universe after all," Optimus shared Ratchet's take on the matter.

Slowly but surely, the rainbow energy was pushing back the black flames further and further, and soon enough, Discord's attack was almost defeated.

"Ha-Ha!" Ratchet cried out in victory. "They're actually doing it! Just a little more..."

"I would not underestimate Discord's trickery just yet, Ratchet," Optimus warned.

Sure enough, a small figure popped out at the very top of Discord's head. It was the original Discord! He flew behind where his larger counterpart was floating, still blasting out the black flame.

The small Discord placed his hands on the larger Discord, and it instantly began to glow black. In an instant, the giant Discord had been converted into power for the attack, and the black fire now blazed more furiously than ever. It quickly pushed the rainbow energy back to the middle, and soon after it started to push the rainbow back even further.

"It's not enough!" Ratchet cried out in horror. "They need more!"

Optimus looked down at his chest in an unsure manner. "Then I will provide them with whatever I can give."

"Optimus, what are you"- Ratchet began as he slowly realized what Optimus was hinting at. "No Optimus, you can't! There's no telling what could happen to you!"

"If it is to ensure the safety of our world, and perhaps all others," Optimus replied, "then I have no other choice."

Optimus ran towards where the Elements were floating. He stood directly under them and began to speak out loud.

"Matrix of Leadership," Optimus recited. "I call upon you to help light our darkest hour!"

Suddenly Optimus's chest opened up to reveal a small golden orb inside. This orb began to glow in a bright blue aura before firing off a stream of pure light, right at the black flame. Suddenly, the two forces for good began to combine, until the two beams were one giant multicolored blast of energy. They tore right through the black flames and sped right toward Discord.

"NNNNNNNNOOOOOOOOOOOOOOOOOOOO!!!!!!!" Discord cried out in agony as he was struck by the massive surge of energy. At that point, there was a large explosion of light, and suddenly from the epicenter of that explosion, a ring of Rainbow energy stretched out to fill all corners of the sky.

Bulkhead, Bumblebee, and Arcee all began to wake up from unconsciousness. They looked up into the sky and were completely surprised by the explosion of Rainbow color that overtook the sky. It passed over them like a large aerial tidal wave of prismatic colors.

Although they couldn't see it, that wave of energy just kept stretching out farther and farther. Everywhere it passed, it undid the entirety of Discord's chaos. Soon the rainbow passed over the entire globe, fixing all of Discord's damage once and for all.

As the clouds overhead disappeared and the blue sky began to emerge, the six ponies slowly floated back down to earth, happy to see that Discord stood before them, in his statue form once more. He was even in the exact same position he was before! It was almost as if that everything that happened was a dream.

They were snapped out of these thoughts of it being a dream, however, once they heard some familiar beeping sounds coming from an approaching yellow Autobot.

"That was intense!" Bulkhead cheered as he also approached the team. "I didn't know you had that kind of moxie in you!"

"I have to admit," Arcee rang in as she joined the group. "I never thought anything could make rainbows seem so intimidating."

They all shared a small laugh at the joke.

Ratchet rushed over on an unconscious Optimus and held him up in his arms. "Optimus, are you alright? Say something!"

Optimus slowly opened his eyes as the first thing he saw was his medic and oldest friend. "Ratchet? Where are we? Did we defeat Discord?"

"You don't remember?" Ratchet asked in shock.

"I remember Discord and the elements locked in a dead heat, then it whites out," Optimus muttered. "How are they?"

"See for yourself," Ratchet answered as he pointed toward the group of ponies with the other three Autobots standing over them. They were currently laughing about something. Seeing them happy made a small smile form on Optimus's face. The smile quickly faded away as he began to look around. "Where's Megatron?" He inquired.

Ratchet was also struck with realization, looking around only to see no one else there. "He must have left during the heat of battle."

"We were lucky Megatron was here to help," Optimus noted. "If not for him, this day might have ended in disaster."

Unknown to the Autobots, Megatron had already flown back to the Nemesis before the battle had ended. From the observation chamber of his battleship, he was able to see the result of the battle as well as the rainbow that swept over the Earth.

"So, the Elements are capable of that much power?" Megatron muttered to himself with no one else around. "Interesting..."

Behind him, on a table in the warship, lay a small fragment of the antler chunk Megatron had cut off from Discord.

Megatron let another small smirk form on his face.

Chapter 20

"And so, life on Griffin Rock returns to normal," the reporter announced. "All of the chaotic activity has been undone, and any damages seemed to have disappeared. Many speculate it has something to do with the rainbow explosion that passed over the sky, or 'Rainboom' as I personally like to call it. Reports are coming in on a global scale that life seems to be returning to normal everywhere else as well. With these strange incidents behind us, we can now look forward to what tomorrow may bring. I'm Huxley Prescott, and this has been your Eyewitness News."

Optimus smiled contently at the report on the monitor as he turned off the screen. He turned and looked down to face his pony friends in front of the Groundbridge, with the Discord statue right behind them.

"Are you certain you want to take him with you?" Optimus asked. "He has proven that he can be quite dangerous."

"It's fine, he only got this bad because he was in your world in the first place," Twilight answered. "Besides, he's our responsibility, anyways."

"Very well," Optimus replied. "Then I believe this is where we part ways."

"One thing first," Ratchet interrupted as he bent down toward Twilight. "I want to give you guys a little something I've been working on." He opened up the palm of his hand to reveal a small golden and metallic sphere.

"What is it?" Twilight asked inquisitively as she used her magic to levitate the sphere in front of her eyes.

"If you ever need our help for something, this should come in handy." Ratchet replied cryptically.

"Thank you very much, we'll be sure to keep it safe then." Twilight then turned to face the Groundbridge. As she observed the giant portal, an idea sprang in her head.

"Hey Ratchet, this thing can go anywhere right?" Twilight asked.

"If I know where I'm sending something, yes," Ratchet replied hesitantly. "Why?"

"Can you do make a delivery for us?" Twilight hinted on.

Celestia sat quietly in her throne room, pondering what Discord could have possibly gotten involved into, when she suddenly heard a loud humming noise.

"Sister, come quick!" Luna yelled out for her sibling. "There's something in the Royal Garden!"

The two sisters immediately rushed out to the garden to find a large swirling green pool of light, right where Discord's statue had originally been placed. Celestia and Luna's horns began to glow, getting ready for whatever may come next. They were surprised, however, when the green light immediately began to vanish, and in its place, Discord's statue stood once more, exactly where it had been before.

"By Star Swirl's beard!" Luna exclaimed. "How is this possible?"

Celestia gave a small giggle before replying. "I'm certain that Twilight and her friends have done their job."

"Thank you for saving us a trip to Canterlot," Twilight congratulated Ratchet.

"Thank you for providing the coordinates," Ratchet returned the gratitude. "Most people don't make it so easy for me."

As Twilight let a small smile pass on her face, the six ponies turned to their Autobot counterparts, making their final goodbyes.

"Well partner, it's been a blast," Applejack addressed to Bulkhead. "I hope we can do this again sometime."

"You have the true Wrecker spirit Applejack," Bulkhead responded. "Stay in touch."

Ratchet typed away on his keyboard, getting the Groundbridge ready to send them home. Suddenly, he heard an explosion of confetti as Pinkie Pie once again surprised him with her unexpected appearance.

"Pinkie!" Ratchet shouted aggravated as he jumped back in shock. "Don't do that!"

"Aww, but I just wanted to give my new bestest friend one last big surprise before I left," Pinkie rambled. "I would have had a big party planned, but we were short on time, so I"-

"Look," Ratchet cut in. "I'm sure you're very popular back home, but I don't exactly like surprises. So I'd appreciate it if we didn't make this more complicated than it needed to be and just said goodbye."

Pinkie looked down, slightly deflated. "Okay, goodbye Ratchet," she said sadly before walking off. Ratchet watched her walk off with a stern face. As soon as he was sure she was gone, he turned back to his keyboard.

"Although it was a little bit funny," Ratchet whispered to himself as he gave off a quiet chuckle.

"I heard that!" Ratchet heard the shout ring loudly in his ear. He quickly turned to suddenly find Pinkie hugging his foot.

He let out a sigh of exasperation, but instead of his usual scowl, Ratchet had a small smile on his face.

"Beep-zoop-rir!" Bumblebee beeped down to the white unicorn.

"You take care too, darling," Rarity replied.

"Bip-bip-boo-beep-bop?" Bumblebee inquired.

"Why of course!" Rarity answered. "I'm more than certain we'll see each other again."

"You can understand him?" Miko inquired as she observed their conversation.

"Oh absolutely," Rarity answered. "We just have a connection." She turned her head up to her yellow comrade and gave him a friendly wink. Rafael smiled at how well she and Bumblebee were getting along.

Rainbow Dash flew up to face Arcee at eye level.

"So I guess this is it huh?" Rainbow asked sadly.

"Who knows, maybe next time the universe needs saving, we'll stop by and say hello," Arcee answered. "I may even decide to see if you can keep up with me in a race.

Rainbow Dash slowly let her classic grin return to her face. "Ha! I would so mop the floor with you!" She shouted triumphantly.

"Well I guess we'll just have to find out then won't we?" The two exchanged looks of both warmth and competitive glares as Rainbow Dash headed towards the Groundbridge.

Optimus bent down towards Fluttershy.

"How are you feeling?" Optimus inquired.

"Oh I'm not scared of this place anymore," Fluttershy replied cheerily. "I know that as long as you guys are around, there is nothing in this world that can harm us."

"I'm happy that you've come to accept us Fluttershy," Optimus said fondly as he smiled down at his newest ally.

"Thanks for everything," Twilight said as she faced Jack.

"No problem," Jack responded. "I never thought I'd say this, but you're the coolest talking unicorn I've ever met."

"Thank you," Twilight giggled until she thought more about his statement. "I think..."

After all of the goodbyes were said, the Groundbridge portal opened up, with the six ponies standing in front of it.

"Goodbye!" They all shouted as they waved their hoofs at their friends one last time.

The Autobots returned the gesture, waving back and saying their own various goodbye phrases as the six ponies walked into the portal. After the last one walked through, Ratchet turned off the Groundbridge, and everything in the base went quiet for a single moment.

Suddenly, one of Ratchet's monitors made a small noise as an indicator popped on screen. "Incoming aircraft," Ratchet reported. "It appears to be Agent Fowler."

As the helicopter landed on their base, and the entrance lid at the top of their base opened up, they were surprised to see that it was not Agent Fowler climbing down the ladder, but a woman with black hair in a nurse's uniform.

"Mom?" Jack shouted in surprise. "What are you doing here?"

"That was my doing," Fowler cut in as he climbed down the stairs. "As soon as the weather cleared up, she called me and demanded me to take her to Jack as quickly as possible. She was very...convincing..." As he said that last part, he stuck a finger in his ear, as if it had been hurt by something.

"Oh Jack," his mother cried out as she rushed over to grab her son in a tight embrace. "I wish I could have been here sooner, but I had so many patients at the hospital. I was so worried about what might have happened to you."

"It's okay mom," Jack said somewhat awkwardly. "I'm fine, really."

As Miko and Raf looked at this warm scene, they couldn't help but think of what their own families might be going through.

"Hey Optimus," Miko began as she turned to him. "Do you think I could swing by my foster parent's house and check up on them?"

"Are you kidding?" Bulkhead cut in before transforming into his vehicle mode. "Hop in!"

Miko lit up as she climbed inside, while Raf turned to his own guardian.

"Bumblebee? Do you want to?"-

Before he could finish asking, Bumblebee already transformed into a car and opened his passenger door for Raf. After he was properly seated, the two cars drove out of the base's tunnel entrance.

"Come on Jack, let's get you home," June instructed as she still held on to her son when walking.

"Wait," Jack rebutted as he stood his ground. "Can Arcee come with us?"

Arcee was shocked at this. "I'm flattered Jack, but you've got your mom to take you home. You don't exactly need me right now."

"No, but we're all going home to spend time with our families right?" Jack asked as he tried to get his message through to her. "So are you coming or not?"

As Arcee finally realized what he was getting at, she let a warm smile form on her face. "Alright fine," she agreed. "But only because you asked so nicely."

She transformed into a motorcycle, and Jack looked pleadingly at his mother as she didn't quite release her grip on her son.

"Please?" he asked.

"Oh all right," June finally conceded before letting go. Jack immediately rushed over to Arcee and climbed on. "But once we get home, you and I are going to have some serious bonding time!" June shouted out before he left.

As Jack and Arcee drove off, June turned back to Agent Fowler. "Ugh, kids," she sighed. "I'm going back to the helicopter. You can drop me off right?"

"I can't just fly a helicopter over a civilian area!" He began before meeting an intense glare from June Darby. "But I'll see what I can do." He resumed nervously.

She gave him a not entirely sincere smile as she climbed back up the ladder and back out of the base.

"Ugh, parents" Fowler sighed before turning to Optimus and Ratchet. "So how did you guys do it anyways? How did you save the world this time?"

"We did not do this on our own," Optimus answered. "We received some additional help. Were it not for their assistance, our planet might have been doomed."

"I'll tell you what," Fowler replied. "To save the entire planet like that, these dudes must have been pretty tough. Maybe I can meet them someday?"

Optimus and Ratchet shared knowing glances at each other, but did not spoil it for Fowler. "Maybe someday..." Ratchet answered. After that, Fowler climbed the ladder, closed the lid, and took off in the helicopter.

Now that they were alone, Optimus began to think about something.

"I have been wondering," Optimus began.

"What is it?" Ratchet asked with curiosity.

"Do you remember when we all tried to get the elements of harmony back?" Optimus asked.

"Yes. Is this about what happened when we actually touched the elements?" Ratchet retorted.

"Indeed it is," Optimus answered. "All of the elements had a trap of some sort that made it almost impossible to retrieve the elements."

"Almost being the key word," Ratchet rebutted. "We were able to get them back though."

"But doesn't it seem peculiar that the key to getting them back was through the very embodiment of each element?" Optimus retorted. "It was almost as if it was some sort of trial to see who was worthy to wield the elements."

"Optimus, that's crazy!" Ratchet snapped back. "Discord probably made those illusions up because he was certain the ponies couldn't use their elements."

"Perhaps you are right, Ratchet," Optimus responded. "Still I get the feeling there is more to these elements...than meets the eye."

The six ponies exited the Groundbridge on the edge of the Everfree Forest, exactly where they had left it in the first place. As they all stepped back onto Equestrian soil, the portal closed up behind them, returning everything back to the way it was.

"Ah it's good to be home," Applejack began as she took in a deep breath of her hometown's air.

"I couldn't agree more," Twilight spoke with glee. "So what should we do now?"

"Actually, Twilight," Applejack began. "I want to get home and see how the family's doing. They might need might help with the apples after all." She then trotted off to Sweet Apple Acres.

"I suppose I should get going to," Rarity began as she started walking off. "Have to get started on any orders I might have missed, and make sure Opal and Sweetie Belle are alright."

"Yeah, Tank and the Squirt probably want to hear all about how awesome I was during that fight!" Rainbow Dash said as she flew off.

"I...should probably go see if my animals are alright..." Fluttershy stuttered. "If that's alright with you..."

"Of course," Twilight said warmly as she nodded in approval.

Fluttershy's face lit up as she began to fly towards her cottage. "Thank you Twilight. See you guys later!"

"And I have to get back to Sugarcube Corner!" Pinkie exclaimed in glee. "I've got start planning our big 'Welcome Back to Ponyville' Party!" Before Twilight could protest, Pinkie zipped off in a blur.

As Twilight opened the door to her library, she was greeted by her dear friend Spike, sleeping on the floor.

"Well it looks like I could count on you to keep an eye on things after all," she teased.

Spike stirred from his sleep, and his eyes were filled with glee as she saw her back in the library.

"Twilight!" Spike screamed happily as he rushed over to hug his friend.

"I missed you too, Spike," Twilight said fondly. "How long have i been gone?"

"Two days," Spike answered. "Don't worry though, I kept the place ship-shape the entire time!"

"I'm sure you did," Twilight giggled as she pulled out a rolled up parchment. "By the way, I need you to send something to the princess for me."

Princess Celestia sat quietly in her chambers, next to her fireplace, when a large puff of smoke emerged from the fireplace. The smoke materialized into a roll of parchment. Celestia levitated scroll and opened it with her magic.

Dear Princess Celestia,

Today I learned a very important lesson. No matter how dire a situation may become, there is always a chance to persevere, as long as you never give up hope. Be it Autobot, Decepticon, human, or Equestrian, the potential to rise up to the challenge and become a hero is in every one of us.

Your Faithful Student,
Optimus Prime

"Oh my," Celestia commented to herself as she finished reading the letter. "It seems Twilight has quite the story to tell me."

THE END

Prologue

It was a bright, sunny day, in Equestria. The Canterlot Garden was filled with beautiful greenery, and all different kinds of statues made by hardworking artists lined the garden's outer edge. However, one special statue was placed in the center of this lush garden. It is a statue of a Draconequis, a rare mythical creature whose body parts consist of those belong to a spectrum of other animals, from a lion's paw to an eagle's claw to a snake's tail to a bat's wing to a dragon's leg and even a pony's head! The peculiar thing about this statue is the position the creature is in. It appears to have arms outstretched, not for embrace but rather to try and fend off something. Its facial expression was one of absolute terror. Yet within this petrified sculpture, there lies a dark secret.

*bum-bum*

At this time, if somepony was to observe the statue, at first glance nothing would seem out of the ordinary. However upon closer inspection, one could hear what appears to be a faint heartbeat, slowly pulsing from where somepony would assume a Draconequis's heart is located.

*bum-bum*

This statue, however unusual it may seem, was not made by anypony at all. It is actually a real Draconequis that was turned into stone! Now the being inside this statue is about to awaken once more…

*bum-bum*

"Uhh, where am I?" The statue itself did not move, nor did it make a sound. Inside the statue, however, the consciousness known only as 'Discord' had awakened from what should have been an eternal slumber.

"That's right, I remember now." Discord recalled how he ended up in this miserable state in the first place. He had all of Ponyville in his grasp. The town that would be known as "The chaos capital of the world." He was going to have some fun in Equestria and unleash every ounce of glorious chaos he had stored up over the years. But then he was beaten, and his kingdom of chaos had washed away before it could even be built. All because of 6 young ponies. They were mere infants compared to his millennia of lifetime, and yet with 6 lousy pieces of jewelry better known as the 'Elements of Harmony', they were able harness a magic more powerful than even his own and revert all of the changes he had made.

*bum-bum*

"This will not stand. I need to get out of here. I need more CHAOS." As the spirit of evil and disharmony, Discord was able to feed off of all things chaotic. In fact, it was just a simple tussle between friends that gave him that last ounce of energy needed to break free from his previous imprisonment (which had already been weakened over time) before he was sealed up once more.

*bum-bum**bum-bum*

"I need more." Discord unleashed an invisible "presence". This presence radiated in all directions from his location, like a giant tidal wave. It spanned out further and further, looking for any sort of chaos that would give him the strength to escape.

*bum-bum**bum-bum*

"More." However, this time the ones who imprisoned him had used a stronger spell to lock him away, and it had been only recently so it did not weaken over time. He would need nothing short of total warfare to free him once again.

*bum-bum**bum-bum**bum-bum*

"MORE!" The wave just kept spanning out, beyond Canterlot, beyond Ponyville, beyond Equestria, beyond the planet itself, perhaps even beyond time and space! It kept going out further and further until it finally sensed something.

*bum-bum*bum-bum**bum-bum*

"Yes. There…" In some distant realm, he could at long last sense what he needed. Gunfire, explosions, conflict. All of it was just absolute chaos.
Perfect.

*bum-bum**bum-bum**bum-bum**bum-bum*

"Take me there." Discord would have to use every last drop of what little power he had left, even the bit of power that was keeping him conscious, but surely, he would make it there, to the warzone. It would be enough to revive him. Then he could have even more fun, this time with an unsuspecting populace.

*bum*bum*bum*bum*bum*bum*bum*bum*bum**bum*
"TAKE ME THERE!" A bright white aura surrounded the statue. Shortly afterwards the statue was enveloped in a white light, and then it was gone.

"Hmmm?" In a secret base somewhere in a desert in Jasper, Nevada, a giant mechanical being, garnered in a Red and White pattern, known as an Autobot had noticed something strange on one of the many monitors around him.

"Something wrong, Ratchet?" A Red and Blue Autobot, who goes by the name Optimus Prime, asked in concern.

"No Optimus," Ratchet replied. "It's just that the sensors briefly detected some kind of anomaly. Everything appears to be fine now."

"You think it could be Decepticon activity?" Optimus asked with curiosity on the matter.

"I'm not picking up any other signals," Ratchet answered. "Whatever it was, it seems to have passed."

*bum-bum**bum-bum*
Discord had arrived in this new world in the dead of night. No one was around in this mountainous region to notice a statue suddenly appear in a blinding flash and sonic boom, no one would notice that it was the cause of a small avalanche nearby, and no one would notice the statue ended up buried beneath a pile of rubble.

*bum-bum*
Discord knew he would have to go back to sleep now, but he also knew that the next time he woke up, he would be free to do as he pleased.

*bum*
"Heheheheheh"

And then for Discord, everything went black once more.

Chapter 7

"You two KNOW each other?" Pinkie gleefully asked as she stood between the 2 medics, who were too busy giving each other the death glare to pay too much attention to the pink pony.

"We've met," Ratchet muttered angrily under his breath.

"Oh no need for the cold shoulder, Doctor," Knockout teased. "Remember that time you helped me make Synthetic Energon? We go way back, don't we?"

"That whole experience was a pain in my side!" Ratchet responded to Knockout's mockings, placing his hand over the left side of his body as he remembered the damage Megatron had inflicted on him that day.

"Oh my gosh, this is PERFECT!" Pinkie exclaimed with joy. "We should totally throw a 'I just reunited with my old friend' party! We'll need some cake, some confetti; oh we'll need to invite plenty of guests…"

"Pinkie," Ratchet tried to interrupt the pink chatterbox.

"I could always use the party cannon; but we still need some fun games…"

"Pinkie!" Ratchet raised his voice slightly to try and get through her constant yammering.

"And some music! But do we have any mariachi bands out here?" As she went on and on, it finally wore down Ratchet's nerves until he snapped.

"PINKIE!!" He shouted. "He's not my friend! He's one of my worst enemies! We HATE each other!!!"

Pinkie gasped in surprise when she heard this. For a few short moments was actually left speechless, but then she soon replied, "Oh hate is such a strong word. I'm sure you two just need to get to know each other better. I bet a big party would help! We'll need some cake, some confetti, and plenty of guests…" she blathered on as she started walking down the maze once more, leaving the other two behind.

Seeing her unfazed by his remark left Ratchet in a state of bewilderment followed by disgruntlement. He let out another sigh of exasperation.

"Wow, this one is an absolute riot," Knockout remarked snidely as he walked up to where Ratchet was standing. "Wherever did you find a gem like her?"

Ratchet said nothing as he glared angrily at Knockout. They then proceeded to walk down the maze shortly behind the pony that had yet to cease talking.

"I'm sure I'll find somepony who knows how to play the maracas…"

"Excuse me sir," Rarity remarked at the strange man lying on the ground in front of her, "Is there something I can help you with?"

Starscream let out a small shriek as he quickly stood up and regained his composure. "Eh-heh, no I'm fine thank you." He responded in slight embarrassment as he dusted himself off. "You're one of those strange creatures from earlier, aren't you?"

"Ah yes, where are my manners? I am Rarity, and I'm not a strange creature. I am a unicorn, but more importantly, I am a lady!" Rarity presented herself with an air of regality. "Who are you?"

"I am Commander Starscream," he proclaimed as he extended one of his fists towards the heavens. "Second-in-Command of the mighty Decepticon Army!" His aura of pride was broken when he looked over to see Rarity with a bewildered expression on her face.

"Well, I'm sure that is very… impressive, Starscream," Rarity replied with obvious obliviousness to the situation. "Shall we continue our journey in this maze together?"

"Well it's not like I had anything better to do," Starscream replied with minimum interest. And so the two set down the labyrinth once more.

As Megatron eyed his surroundings he finally made eye contact with Jack, Miko, and Raf. "I was hoping at the very least that I would find an actual Autobot, but instead I get stuck with their underlings." The three children gave him angry stares as he went on insulting him. Then he turned his gaze toward Twilight. "And just what exactly are you supposed to be?" He asked fiercely with an intimidating glare.

"Well, like I said before, my name is Twilight Sparkle, and if you must know I came here from Equestria with my friends to stop Discord." Twilight responded boldly.

"Interesting," Megatron's curiosity rose about a land that could hold such mysterious beings like Twilight and Discord. "And where exactly is this 'Equestria' supposed to be?"

"I don't know," Twilight replied. "Optimus says this world is a parallel dimension to our own, whatever that means. Aren't you one of his friends?"

But before Megatron could give an answer, Jack came in between the two and pushed Twilight away from Megatron.

"No!" Jack said. "He's Optimus's biggest enemy. The two have fought more times than we can imagine."

"We should probably get going now," Raf observed.

"Adios, King Con!" Miko shouted tauntingly at Megatron. "Good luck getting out this maze!"

But after she said this, they were all surprised to hear Megatron let out a small laugh. "Do you really think it's that easy?"

"What do you mean?" Jack asked curiously.

"Haven't you figured it out yet?" Megatron inquired. "Don't you think it's odd that sometimes you are allowed to go down one path, but if you take a different path, it either gets sealed off, or you end up back where you were before? The one who made this maze has been controlling your directions from the start. If we made it to the center of the maze, it's only because Discord planned it to happen."

"But why?" Twilight asked eagerly. "What does he get from doing this?"

"As if I have the answer to a question like that," Megatron responded harshly. "Now we had better get going."

"We?" Miko asked rebelliously. "What makes you think we're just going to follow you around all of the sudden?" As soon as she asked this, however, the ground began to shake violently. Multiple stone walls rose out of the ground to close of most of the exits out of this circular opening. By the time the ground stopped shaking, only one exit remained open.

"Like I said," Megatron said sternly. "Discord controls this labyrinth, which means he planned for us to join together as a group." As he reached the open exit, he turned around to the kids and said, "And do not speak on my behalf again! You would not know if I had been friends with Optimus!" With that, he turned and walked out the exit, and back into the labyrinth. The four others all looked at each other before deciding it would be best to take the exit and follow Megatron. As soon as they left, the opening was sealed off by another stone wall rising out of the ground.

"Funny how we keep running into each other, isn't it Bulk?" Breakdown taunted his rival.

"Hilarious," Bulkhead replied in a clearly unamused manner.

"Well howdy stranger," Applejack rushed over to Breakdown and offered a hoof. "I don't know who you are, but a friend of Bulkhead is a friend of mine."

At the sight of being offered a handshake by a talking pony, Breakdown simply raised an eyebrow and said, "You know I should be more freaked out by this, but after everything that's happened today, this is only slightly surprising." The he just brushed past her and continued to make his way towards Bulkhead. "I know these little human bodies aren't as good as our normal ones, but I wouldn't mind the chance to break it in right now," he said as he slammed his fists together.

"Bring it on," Bulkhead said as he took his own fighting stance. "Just don't cry too much when I beat you, since now you CAN cry."

"So, Rarity, you say you can defeat Discord?" Starscream asked as the two were casually conversing while walking through the maze. "I find that hard to believe."

"Well you'll be in for a big surprise then," Rarity responded. "Once I find my friends, we can unite and stop him once and for all with these." She said as she stuck out her chest to show off the necklace wrapped around her neck.

Starscream couldn't help but laugh. "An old trinket like that? That's your big plan?"

"Oh make no mistake, the Elements of Harmony hold a lot of power," Rarity explained proudly. "They defeated him before and they can do it again."

"Really?" Starscream asked with growing interest in these so-called elements.

"Yes, with the power of the elements combined, I dare say it's possible to do anything you can think of," Rarity happily replied as she trotted along.

"How very interesting," Starscream hissed coyly with a dark smile widening across his face.

"AIRACHNID!" Arcee screamed as she charged toward her nemesis. She lunged forward with a punch, but Airachnid was quick to react. She sidestepped the attack while grabbing the fist and wrapping it around Arcee's back.

"You remember me, how sweet," Airachnid taunted her sweetly. "Unfortunately for you, I don't feel like toying around with you right now." Airachnid then kicked Arcee away from her, but Arcee quickly regained her composure and turned around to face Airachnid again. As she made another charge, Rainbow Dash flew in between them before the fight could continue.

"Whoa there, time out!" She said extending her front hooves to push the two away from each other. "I don't know what's going on here, but I think getting out of this maze is a bigger problem right now, don't you?"

"She's right you know," Airachnid chimed in. "The sooner we get out of her, the sooner we can get our old bodies back. And I would much rather have my real body when I carve out you spark, wouldn't you agree?"

"So you're just going to stand there and not attack me?" Arcee panted in anger after working herself up.

"Consider yourself lucky, I don't give my prey a chance like that too often," Airachnid teased her back.

"Then why shouldn't I finish you right now?" Arcee stood ready to engage her foe once more.

"Go ahead then, and extinguish my spark right here," Airachnid teased Arcee once more. "I'm sure it would be quite the sight for your new friend here." Arcee looked over to Rainbow Dash and clenched her fists, attempting to bottle up her anger over the situation.

"What's she talking about, Arcee?" Rainbow Dash asked in complete obliviousness to the true conflict between them.

Arcee unclenched her fists and took a deep breath as she tried to calm down before answering Rainbow Dash. "Nothing," she said in a begrudging tone. "Now let's get out of here."

"Going somewhere?" Airachnid called out to Arcee as she started walking away.

"I may not fight you, but I don't have to follow you either," Arcee replied seconds before a stone wall rose up to block off the direction she was walking.

"You said it yourself dear," Airachnid taunted. "The maze is being controlled so that we're forced into certain groups. Which means you and I are stuck together for now."

Arcee faced Airachnid once more, but she said nothing and simply gave Airachnid an intense glare as the three of them set down the only open path left in the labyrinth.

"Excuse me Optimus, but is he a friend of yours?" Fluttershy muttered timidly.

"That is Soundwave, one of Megatron's highest ranking officers," Optimus replied informatively. "He and the other Decepticons are a threat to the safety of humanity."

"Good to know, we should probably get going then!" Fluttershy cried out in a hurried panic before turning to run the other direction. She only took a few steps before looking back at Optimus and realizing he hadn't moved at all. "Optimus, are you okay?"

Optimus seemed to pay her no mind as he proceeded to address Soundwave. "Soundwave, why are you here?" He shouted firmly. "How did you find us?" However, Soundwave only stood motionlessly in place and said nothing.

"Have you come to help us?" Optimus continued to attempt to get a response from Soundwave. "Or are you here to attack me?" No matter what though, Soundwave remained unresponsive. "Soundwave!" Optimus shouted.

"Silence…" Optimus and Fluttershy heard a quiet voice hiss from almost nowhere. It took Optimus a moment to realize Soundwave was the one talking.

"I wasn't sure he could talk," Fluttershy muttered to Optimus.

"He has always been silent for as long as I have known him," Optimus replied. "It seems becoming human has taken an effect on him.

"I can hear everyone…" he uttered in a near mechanical tone. "Knockout, Breakdown, Airachnid, Starscream, I can hear all of their voices…."

"Uhh, Optimus, what is he talking about?" Fluttershy asked in complete confusion. While Optimus was similarly surprised at these turn of events, he was starting to piece things together.

"It seems Soundwave managed to retain his ultrasonic hearing from his robot form," Optimus observed. "Which means he can tell where everyone else is locate in his maze. If we can get him to cooperate, we can find the rest of our friends."

"Soundwave!" Optimus called out to him as he began to walk away. "We need your help. If you can help us locate our other team members, we can get out of this maze and stop Discord. But we need your cooperation in order to locate them."

Soundwave turned to face Optimus and looked right at him. Despite the fact that there were no eyes on Soundwave's featureless face, Optimus could feel his stare go right through him.

"I refuse," He simply muttered in response. "I must find Lord Megatron…" He proceeded to walk away only for Fluttershy to fly in front of him shortly afterwards.

"Um, Mister Soundwave," Fluttershy began sweetly. "I know you and Optimus aren't exactly good friends, but if you could find it in your heart to help with this teeny, tiny favor, then"- but before she could continue, Soundwave simply continued to walk forward and pushed her aside as he once again uttered "I must find Lord Megatron…".

Optimus ran up to Fluttershy and held out a hand in assistance to help her up.

"I'm sorry, Optimus," Fluttershy wimpered. "I thought if I asked really nicely, he would agree to help."

"We can't give up Fluttershy," Optimus replied sternly. "Soundwave may be the key to reuiniting us with our friends." The two of them then proceeded to follow after Soundwave.