Grimlock, Dinobot... and father?

by The Bricklayer

Rating: teen
Tags: Adventure, Crossover, Cheerilee, Random, Gore, Babs Seed, My Little Pony: Friendship is Magic, Alternate Universe, Science Fiction, Comedy, Cutie Mark Crusaders, Rarity, Other
Length: 36807

Grimlock: Leader of the Dinobots and the one any sane Decepticon fears. Also, he's now a... father to three little fillies? Oh boy.

Grimlock, the leader of the Dinobots was almost certainly not the kind of Transformer you'd consider a father kind of bot. Yet, somehow he's become exactly that for a certain trio of fillies. Primus only knows what the rest of the Ark thinks of all this. Pyro certainly finds it funny. Prowl just can't believe it while Babs thinks it's awesome to have her cousin have a T-Rex for a father and Ms Cheerilee is very, very concerned.

Also starring: Prowl, Pyro, Wheeljack and the Dinobots along with, Spitfire, Applejack, Rainbow and Starscream, along with Starlight Glimmer and Rampage.

Takes place in the same universe as "Knock-Out's Annoyance, Blueblood's Bad Day" and "Outflown". Reading them is not required. Hasbro owns Transformers. ...Yeah, it's official. My mind is... odd to say the least. I regret nothing.

(Gore tag added because of Chapter Seven)

Reached 1,000 views: Yay!

Published 2016-05-20 15:00:01 UTC
Last updated 2016-12-11 00:06:14 UTC

Part 1: Seekers in Ponyville

Let's get one thing very straight from the start here. Grimlock is not the kind of bot you'd think for being a father. Actually, if you were a parent your first instinct would be to pick up your child and run for the hills or the nearest strong structure preferably of Apple Family strength. Grimlock did turn into a giant T-Rex after all, and a tank before that when he was with the Lightning Strike Coalition now known as the Dinobots to you or I. No matter what his team was called, they were feared among the Decepticon ranks and rightly so thanks to their track record. Destroying factories in Kaon without a scratch and all Vehicons lost or taking Devastator head on and winning? That was their work thank you very much. In fact, the only bot more feared then the Dinobots was of course Optimus Prime himself. So to sum up you probably wouldn't want to tick any of them off.

The Ark: Now

"Er, I hate to be the one to ask this but..." Prowl trailed off nervously in fear of ticking off the hulking bot in front of him but he continued his question anyway. He wasn't the only one with a shocked look. All around, Ark crewmembers were staring at the very strange and quite out of the ordinary sight even for this ship.

"Why do you have three little... horses with you, and they're on your head?" Prowl said, summing up what everyone was thinking about then.

From a console, and barely focused on his work Pyro quipped "It is a very logical question." in a very amused tone.

In unison and in very happy tones the three little fillies, each a different pony type dropped the bomb so to speak. They all exclaimed "Because he's our papa!"

It was a testament to Prowl's long tenure as the Chief of Security on the Ark and that he was used to strange sights he managed to finally find his voice and make a small little "...What? Please tell me I heard right."

When Grimlock and his threesome of fillies nodded Prowl's logic computer finally gave out and he toppled over backwards with a loud "THUD!" as he hit the deck.

Pyro looked at the sight of the unconscious Prowl and sighed.

"...I'll go and get Rachet."

Ponyville, a few moments before...

Now, you may be wondering what the heck is going on or some strongly worded not fit for a child's ears variation of that. Well for me to explain what's going on here we have to travel back in time a few moments before to the Ponyville Marketplace where the Cutie Mark Crusaders and their older sisters were going about their day.

"Ah, nothing like a sunny day to make y'all feel great to be alive don't ya say?" Applejack said, and her two friends a rainbow maned pegasus named Rainbow Dash and a beautiful white unicorn named Rarity nodded in agreement.

"You said it." Rainbow agreed. "I think after we're done here I'm going to find a nice cloud to relax on and take a nap."

Rarity rolled her eyes in response to Rainbow's statement.

"Speak for yourself. I for one, intend to go home and create some new designs that have been just nagging at my brain for the past few days." She before looking at the CMC. "What do you girls want to do?"

Each and every member of the CMC gave big grins before Scootaloo spoke up.

"Well, we were planning on trying to get our marks in lumberjacking. You never know." She said before Applebloom seemed to remember something and spoke.

"Wait, wasn't mah cousin Babs supposed to be coming over later today?" She asked, and Scootaloo slapped a hoof to her own face as she remembered.

"Hey, you're right! She can join us if she wants!" The young pegasus said before in unison she and the other two members of the CMC exclaimed in unison "CUTIE MARK CRUSADERS LUMBERJACKERS, YAY!"

Applejack leaned over to Rarity and muttered "Ya had to ask, didn't ya?" who nodded after regaining her hearing. Suddenly, there was a loud sound, almost like thunder but there wasn't even a cloud in the sky to make the lightning need to create thunder. Suddenly, ponies were pointing and chattering excitedly at something coming towards the Marketplace. Those somethings were three jets, one red and white, another black with purple highlights and the third mostly blue. They all had yellow cockpit windows, and on the underside of the wings purple faces were visible. For some reason, anypony who looked at them felt very nervous.

"What the...?" Rainbow trailed off while Applejack's face showed recognition.

"Say, aren't those things those new fangled fighter jets Cloudsdale came up with?" The Stetson wearing Earth Pony asked before suddenly things got very strange indeed as all three fighter jets transformed with their nosecones and cockpits going up into their chests as the back ends became legs and arms appeared with heads revealing themselves where the cockpits once were. Each of the threesome landed with loud THUDs!

Then the lead robot spoke even as everypony screamed and ran for it.

"Alright Decepticons! Raze this place until you find what we're looking for!" The Decepticon Air Commander, named Starscream or Cybertron's Biggest Traitor depending on what your prefer shouted. "I want those Element Bearers!"

The blue Decepticon spoke up.

"Uh, don't you mean Megatron wants those Element Bearers?" He asked sarcastically but Starscream ignored him even as his optics narrowed in on Rarity, Applejack and Rainbow remembering the description Megatron gave him and his two partners in crime.

"There they are..." He growled and the eyes of his targets widened considerably. Rarity turned to the CMC.

"Girls, get out of here. I don't want you caught up in this." She said and understanding the direness of the situation the three fillies ran for it.

"We need to get out of here." Applejack said, in a tone that left no room for argument but Rainbow Dash of course had other ideas.

"Aw come on, we can take these tin cans!" The pegasus whined but Rarity grabbed her with magic as she and Applejack ran for it only to have several jet Vehicon drones come at them only to transform to robot mode and block their way.

"You'll be coming with us, ponies." Thundercracker growled as he aimed his arm mounted cannons at the trio.

"Excuse me, but a lady never goes anywhere unless she is told to do so." Rarity huffed but was ignored as Starscream scooped her up with his hand and put her inside his cockpit as the pony protested and banged on the window. Soon, both Rainbow and Applejack were captured as well.

"Ah swear, when I get out of here Ah'm going to buck you into the scrapheap!" Applejack yelled defiantly but her captor, Skywarp rolled his eyes and muttered "Yeah yeah..."

Suddenly a blast of searing hot fire flew by his head as it's owners the Dinobots charged onto the scene. As they did so, they smashed right through the drones from before turning them to scrap. I'll describe each Dinobot for you. Grimlock the leader, as I said before turned into a T-Rex. Swoop who was very sensitive and kind turned into a Pterodactyl, while hot headed Slug turned into a Triceratops. Also there was the slow witted Sludge, a Apatosaurus and the unsociable Snarl who changed into a Stegosaur. As a act of intimidation, Grimlock reared his head back and pointed it towards the sky before unleashing another blast of hot flame.

"Dinobots, attack!" Grimlock roared as his tail became legs and his feet became arms as he transformed to bot mode and pulled out his flaming Energon sword.

"Hey, you know how close you came to scorching my finish?" Skywarp complained but Starscream smacked him.

"Forget your finish, that's the Dinobots? Unless you want to be given a personal epitaph by Megatron I suggest you take my advice and bug out!" Starscream... well, screamed in fear before he transformed and flew off.

"We'll let the Vehicons deal with them. Better them then us." Thundercracker agreed before he too transformed and flew off with Skywarp soon joining him.

As they did so, some car Vehicons drove up and smashed through the market stalls as they transformed to bot mode and exchanged their arms out for triangular cannons. Grimlock's optics narrowed under his visor as he saw this and he smirked under his faceplate. The first two drones charged towards and with a slash from Grimlock's saber they were down for the count.

"You cut through these guys like they were Beryllium Bologna!" Slug complimented Grimlock.

"Nah, you mean Cesium Salami!" Snarl argued as he used his alternate mode's spiked tail and sent a Vehicon flying with a swing from it.

"No... I say Beryllium Bologna!" Slug snapped back, still firm on his statement as he punched a drone into a house, making it collapse in on itself.

"Cesium Salami!" Snarl yelled, not willing to give in. Grimlock groaned to himself even as he sliced apart a Vehicon. His comrades were such idiots. Why oh why did Primus give them such low brain functions? Soon, all of the vehicons were piles of scrap and each Dinobot roared in victory. Sludge took a long sad look at the destroyed marketplace.

"Uh, me think we in big trouble for doing this." Sludge said.

"Nonsense, me Slug say that we improved the looks of the town tremendously." Slug disagreed before there was a shout from Snarl (Now in robot form) as he lifted up some rubble and tossed it behind him just barely missing Grimlock's head.

"Hey, there's someones alive under here!" Snarl yelled as the Cutie Mark Crusaders were revealed as they trembled at the sight of the giant spiked robot.

"...Please don't eat us Mr Robot Sir!" Sweetie Belle squeaked in fear.

"H-have you seen our sisters?" Scootaloo asked nervously and Snarl gave his answer. Unsurprisingly, he wasn't very tactful about it.

"Yeah, I saw them get carried off by Starscream and his group. Probably already de-"

Swoop transformed and placed a hand over Snarl's mouth. Sadly, the damage was already done. Sweetie Belle and Applebloom gave whimpers while Scootaloo whispered "They're gone, I know it!"

"Idiot, now look what you've done!" Swoop said. "You've terrified them." He added before giving the three fillies a kind smile.

"I'm sure they'll be fine. Elements of Harmony and all that." He said. Snarl opened his mouth to disagree but was silenced with a glare from Sludge.

"Uh, what we do with them?" Sludge asked before he got quite possibly the only bright idea he ever had. "I know, why not we Dinobots take them in! You Grimlock can be father figure!"

Snarl and Slug's jaws dropped in unison while Grimlock stared before he took in the pleading looks of Swoop, Sludge and the CMC. He groaned to himself and slapped a hand to his forehead. Why did he have to be so nice?

"Ugh... Primus knows I will probably regret this."

There was then a shout of "YAY!" from the CMC, rending every bot's vocal receptors offline for a moment.

Author's Note

Okay, I'll be honest with you here. I have no idea what caused me to think this up. (Might have been a certain Jackie Chan crossover I've been reading, dunno if that's it or not.) In any case, this was the result of whatever inspired me. I regret nothing for posting this... strangeness. Anyway, this will be a short fic with only seven chapters at most

Oh, if anyone wants here is Pyro's TF Wiki article if anyone wants information on him:

http://tfwiki.net/wiki/Pyro_%28G1%29

Part 2: A Teacher's Concern

Outside the Ark, the hills outside Ponyville a few days later...

Cheerliee gaped at the sight in front of her. The Autobot ship known as the Ark had crash landed outside Ponyville and collided into a hillside burying itself in it. To herself, the schoolteacher privately wondered how all sorts of strangeness seemed to happen here in Ponyville with this being the latest bout of weirdness to hit the small town since the multiple Pinkie Pies a few weeks ago. Cheerilee's ears were still ringing from that. As she gazed at the crashed ship. Cheerilee took a deep breath.

"Well, I suppose I'd better suck it up and go on in." She murmured as she took a few careful steps forwards.

Now, you might be wondering why Ponyville's favorite schoolteacher has left the comforts of her classroom and graded papers and come all the way out here. Well, you see Cheerilee was one of the first to hear the news about the fillies being taken in, straight from their own mouths even.

At first, she didn't believe it but had no choice to accept the truth when earlier that day she'd seen the three fillies hang gliding alongside the Minibot known as Powerglide, she believed his name was. Understandably, the schoolteacher was very concerned. Cheerilee was just entering the Ark when suddenly she felt a weapon pointed at her head.

"Halt, state your business or I will be forced to fire!" A male voice said, and Cheerilee looked upwards to see a white and red robot with two door panels on his arms that read "Fire Chief".

This was the Autobot security officer known as Red Alert. Let me tell you a bit about him. He was very paranoid and cautious which wasn't bad for somebot in his position but let me tell you Red Alert took it to great extremes with the only bot more paranoid then him being the Stunticon known as Breakdown. Yeah, it was that bad as Cheerilee was finding out right now.

"I... I just wanted to see your boss... Optimus I think his name was." Cheerilee stammered, remembering a conversation she'd overheard not too long ago.

"Yeah right, you're a Decepticon spy! Guests always turn out to be spies! They do!" Red Alert snapped and looked to his left and to his right as if to make sure they weren't being watched by Laserbeak or any of Soundwave's deployers. It had happened before.

Just as Cheerilee was about to argue back, another voice this time Prowl's joined in as he walked up.

"Alright, what's going on here...?" Prowl grumbled before he groaned on seeing Red Alert. He muttered "Oh, I should have known..." as he facepalmed and shook his head.

"Let her pass Red." Prowl sighed.

"But-"

"I highly doubt a cute little pony would be a spy, unless of course the cons have mastered the art of hiding in organic shells." Prowl stated, his voice practically dripping with sarcasm.

"And how do you know they haven't?" Red Alert asked nervously. Prowl sighed again.

"I'll keep a eye on her, will that make you happy?" He asked, and Red Alert nodded before walking off. Prowl looked at Cheerilee apologetically.

"Sorry about him, he's always been like this ever since a unfortunate incident in Nebulon with Starscream. Look on the bright side though, you don't have to put up with him every single day of the week." Prowl muttered to himself.

Optimus Prime's Office:

Prowl led Cheerliee to the office of Optimus Prime where he sat at his desk as Hot Rod and Pyro leaned up against the wall nearby as they went over some final details on their reports on Decepticon activity. At the sight of the Autobot Supreme Commander Cheerliee gaped at the sheer sight of him. He was big, with two truck windows on his red chest and truck wheels on his dark blue legs. A faceplate covered Prime's mouth as always.

"I... I... Oh, hello." Cheerilee said meekly, this sentence being the only one she could form as she was far too intimidated by Optimus.

The Autobot looked downwards at her, and for some reason Cheerliee felt strangely calm, almost protected even. She knew in no way would this robot hurt her, at least on purpose.

"Ah, you're from Ponyville aren't you?" Optimus asked in his deep yet warm voice and Cheerilee nodded. "Why have you come?"

It was at this time Pyro spoke up, in a clean and crisp Trottingham accent reminding Cheerliee of that strange scarf wearing stallion who worked as the town's timekeeper.

"Wait wait, I know who you are." Pyro said cheerfully. "You're that schoolteacher for those three fillies aren't you?"

"Y-yes, I am. I... Well, I have some concerns." Cheerilee said, ready to get to the main point of the matter.

Prowl and Optimus shared a distinct look between them, figuring out what this was about in a instant.

"This is about Grimlock and the Dinobots isn't it?" Optimus mused as he extended out a hand with Cheerilee climbing into it and being lifted up on to Optimus's desk.

"Yes, of course it is." Cheerilee began. "You've seen them. While I don't doubt that Grimlock and his group cares for them, they're... how can I put this...?" Cheerilee wondered as she searched for the proper word before it came to her.

"...Enthusiastic to put it politely. I'm just worried they may accidently hurt the Crusaders." Cheerilee finished only to be met with laughter from Hot Rod.

"They'll be fine. While Grimlock and his bunch may be big, stupid and some what destructi-Ow!" Hot Rod exclaimed as Pyro hit him on the arm and muttered "Tact mate, use it. There's a reason it exists."

Optimus sighed to himself. His crew could give him such a headache at times though he'd never admit it aloud.

"Relax, despite how Hot Rod... Ah, puts it Grimlock and the Dinobots do have the best interests of the Fillies at spark. I truly believe this, and I do not think they will falter." Optimus reassured.

Then, as if to contradict his statement there were several loud explosions and some angry shouting from Wheeljack's science lab that was just down the hall. Next thing anyone knew Slug came running by with Wheeljack chasing him. Oddly enough, Slug was covered with what looked like burnt hay. It was only later that everyone found out that Slug had been trying to cook food for the Crusaders but of course as you could guess failed utterly.

"Hey, you blew up my lab! I'm the only one who's supposed to do that!" Wheeljack shouted in anger while holding the Immobilizer in his hands. Prowl glanced at Pyro, who shook his head nervously.

"I'm not getting between those two, no sir!" Pyro exclaimed. Dealing with cons was one thing, but getting anywhere near Wheeljack and his inventions was another matter entirely. Prowl sighed.

"I'll go and get Trailbreaker. He should be able to clean this up..." He muttered.

Needless to say, none of this exactly reassured Cheerilee.

One hour later, CMC Clubhouse: Sweet Apple Acres

At the Clubhouse hidden away amongst the apple trees in the orchard that the Apple Family had owned for years and tended for ever since Ponyville was founded all those years ago the CMC, now joined by Babs who'd already been in Ponyville and spending time with her cousin for the past few days were already going over the plans for the next crusade.

"So, anypony want to offer suggestions?" Sweetie Belle asked to her three friends. "Seriously, I'm open here."

Outside the window, Grimlock watched with a bored expression. He wasn't quite sure why yet, but for some reason he felt the distinct need to keep a eye on the foursome.

"Well, 'dere is dis one idea I've been thinking about..." Babs mused as she place her hoof to her chin in thought. "And I think 'dis is a great one. Really swell actually."

Scootaloo looked at her in interest.

"Really, what is it?" She asked, her wings twitching in anticipation. "I just hope it's awesome."

Babs smiled, as if to say not to worry and that it was.

"Well, if you don't mind me asking..." Babs began, looking incredibly excited. Really, Apple Bloom was half-expecting her cousin to start hopping in place if she didn't mind some of her dignity flying out the window.

"No really cuz, ask away. Ah'm more curious then a bunch of cats right now." Apple Bloom replied in her distinct southern drawl.

'Dis involves your awesome new father figure." Babs replied.

It was then Grimlock spoke up for the very first time.

"Me not just awesome, me king!" He exclaimed proudly. "No one more bada-Sorry, me misspoke and almost cursed in front of you." Grimlock quickly corrected himself, and if robot Tyrannosaurs could blush all four CMC members imagined he would be doing just that.

"No, don't worry. Ah've heard worse from 'mah Granny when she's been drinking some of her... Well, Ah don't rightly know what she is drinking but she calls it her "Happy Juice".

Apple Bloom was correct, it was a well known fact that the eldest Apple could be quite swear happy when "drunker then a skunk", as Applejack put it.

"Me say no one more awesome then Dinobot leader!" Grimlock said proudly, censoring himself this time. There was a arkward silence for a few minutes after that until Sweetie Belle broke it.

"So, what were you saying Babs?" She asked, and Babs smirked.

A few moments later, all of Ponyville was gaping and looking out their windows, or if they were on the street they were ducking for cover (Or in the case of three certain flower ponies fainting away) as Grimlock in Dino form charged right by with the CMC and Babs on his back whooping and hollering in glee and great excitement.

"CUTIE MARK CRUSADERS DINO RIDERS, YAY!"

Author's Note

Okay, first off I want to say I'm rather shocked on how popular this story is just from the first chapter alone. I wasn't expecting such quick feedback if my other Transformers crossovers are anything to go by. Because of the high feedback, I'm putting this part out about a day early just as a thank you to you guys.

Anyways, in this chapter Cheerilee and Babs Seed get introduced along with us seeing more of this universe's Autobot team. (Thanks to Frankobot for suggesting Hot Rod. Sorry I couldn't get Star Saber. I just couldn't work him in.)

Also, we finally see Optimus Prime introduced into this story's universe after two others stories sat in it didn't even feature him at all and at best gave a minor mention.

Next time we get to see more Decepticon focused scenes which is always good and with a little help from Counterpunch/Punch Rarity leads a jailbreak.

Also, if anyone's interested here's a link to the TF Wiki's article on Red Alert.

http://tfwiki.net/wiki/Red_Alert_(G1)

Part 3: ...So you want to stage a prison break? (AKA Rarity irritates the Pit out of the Cons)

High above the mountains of Equestria and in the clouds the gigantic Decepticon warship known only as the Nemesis loomed. Were anypony or any Autobot ever to see it, it would send a chill down their spines. This was the flagship and pride and joy of the Decepticon war machine and whenever it entered battle it's crew wouldn't let anyone forget it. If you were ever unlucky enough to end up here, you would never leave it's halls alive, and even if you did you would be a Decepticon test subject or suffer some far worse fate that would make you wish they'd just killed you.

Nemesis Prison Block, Aft Section

Deep within the bowels of the Nemesis in it's prison cells was Rarity and her two fellow element bearers. Right now, they'd just been left in the cell and not bothered as Megatron wanted them in the best of conditions for whatever he had planned. Rarity held no delusions that whatever it was, it would be pleasant.

"Well, isn't this just grand?" Rarity muttered sarcastically. "Here we are, and they don't even care about giving us comfortable beds to sleep on!"

Rainbow scoffed while Applejack rolled her eyes.

"Sugarcube, Ah don't think bedding is the first thing on these fellows' minds don't you?" She deadpanned. Rarity huffed in annoyance and held her head high.

"Well, it would at least liven this place up a bit. Right now it's just... drab. Not at all fit for a lady!" Rarity grumbled, with the inklings of a plan forming in the back of her mind...

Outside the cell, besides a bunch of Vehicon troopers to give help if needed were three Decepticon warriors. One was red and covered in smooth curves with a gray face and cold calculating eyes. The second was dark blue with a red visor, blue faceplate and a black chevron on his face. He had wheels on his shoulder pads which had red rims. The third and final Decepticon was again different. He was magenta, and had two small wings on his back and a cockpit window could be seen in that area also. In order, these were Knock-Out, Counterpunch and Misfire.

"Man, why do we get guard duty?" Misfire complained. "This isn't even worth the paygrade. Knock-Out how do you put up with this?" He asked to his companion.

"Well, I just think of what'll happen to those equines once I get my claws on them and shove them in my lab. I'm very interested on how this... magic works." Knock-Out mused to himself. "Hey, did I ever tell you about the time I had these two filthy ponies in my car seats?"

Misfire and Counterpunch both groaned in unison, while Knock-Out crossed his arms and looked annoyed.

"You always tell us this story, every time!" Misfire grumbled.

"Well, I just want someone to share my pain with." Knock-Out replied. "You too would want to share your pain if you'd had them in your seats. I had to get them replaced! Replaced I tell you! Did you know how much that cost?"

Counterpunch said nothing and keep his wits about him, a careful Decepticon was a breathing Decepticon in his book.

"You two keep quiet. I wouldn't put it past the Autobots to try and rescue the lifeforms. In fact, I heard some rumors that my Autobot counterpart is nearby somewhere... Real nearby." Counterpunch warned.

Then there came Rarity's voice from behind the cell door along with her banging on it.

"Yoo-Hoo, hello? Can I make a complaint?" She yelled and Knock-Out rolled his eyes but came in anyway along with Misfire.

"What is it, you fleshbag? I have things to do, and none of them involve you in the slightest!" He replied, very annoyed.

"Well, I'd like to complain about the quality of this cell. There are no curtains, and the floor is just dirty. What is this, oil?" Rarity complained only to get Knock-Out's Energon Prod pointed in her face as it's owner gained a angry look on his face. Unknown to him, Rarity's plan was beginning to work as Applejack and Rainbow creeped by unnoticed.

"Quit your whining!" Knock-Out snarled but that only amused Rarity and she smirked as she pulled the exact same tactic she had with the Diamond Dogs.

"You want whining?" Rarity commented. "Fine, I'll give you whining!" She retorted before doing just exactly that. Here is what she said.

"It's too hot, and I'm hungry and tired! Oh, I'm sooooo bored!" Rarity whined as Applejack and Rainbow snickered even as they went out the door. "This place is the worst possible thing!"

Knock-Out and Misfire covered their audio receptors even as Rarity's whines began to wreak havoc with them. Rarity smirked, gave a little wave and ran under Knock-Out through a gap between his legs. However, she, Applejack and Rainbow did not think about the possibility of Counterpunch and the Vehicons.

"Ah... I think I might have made a slight err in judgement." Rarity muttered as the Vehicons pointed their cannons at them. Oddly, Counterpunch did nothing.

"You think?" Rainbow drawled before she looked confident and sized up the group of drones before her. "C'mon, we can take these guys. Let's send them to the scrapheap!"

With that, Rainbow flew towards a drone and kicked to the floor as Applejack pulled out her lasso and pulled down another drone even as Rarity demolished the last two with magic blasts.

"Even a lady must know how to defend herself." Rarity commented at the sight before her. It was then Knock-Out and Misfire reappeared.

"Don't worry, I'm a surgeon. This won't hurt a bit." Knock-Out said as he exchanged his hands for twin mean looking blades of pure Energon. The three Element Bearers took a step back, but it was then Counterpunch finally acted and changed to his true identity and kicked Knock-Out to the floor and punched Misfire.

"See? Told you I was nearby." Punch one-linered with a smirk under his faceplate before he transformed to his alternate mode, a Pontiac Fiero and opened his door to let Rarity and co in.

"We need to get moving, it won't be long before they figure something's wrong." Punch said in a tone that left no room for argument.

Bridge

In the Nemesis's Bridge, Punch's words were already proving true. From a computer console's screen, the light blue Decepticon Deployer known as Rumble saw what was going on.

"Hey, the ponies are making a break for it!" He yelled, getting Starscream's attention at once.

"WHAT!?" He roared. "I want them recaptured!" Starscream ordered as he grumbled something rude under his breath. He knew he shouldn't have left Knock-Out and Misfire in charge as they always managed to mess things up somehow. Still grumbling, Starscream turned to the ship's crew.

"Will someone remind me who's fault this is? Because it surely can't be mine, I never make mistakes! I'm Starscream!" The Air Commander yelled in fury. In the back of the room, a tall slender blue Decepticon with long arms and a head that seemingly didn't even have a face repeated some of Starscream's words from earlier that day.

"Put them in the cell blocks, and keep Counterpunch, Misfire and Knock-Out to watch them. They'll do the job nicely." The recording repeated, and everyone began snickering at Starscream's outraged expression.

"Guess this means it really is your fault huh?" Rumble laughed.

"Guess the boss will have you melted down for spare parts when he gets back!" Another Decepticon, and Rumble's counterpart Frenzy joined in. Starscream was unable to form a complete sentence for a few brief moments due to his rage and embarrassment.

"That is... I... GAH! Just shut up and have them recaptured!" He roared before shooting a Vehicon drone with his Null Ray to let off some steam.

"Anyone else care to make fun?" Starscream growled, and no one dared say a word.

A corridor somewhere in the Nemesis...

"They're gaining on us!" Rainbow yelled.

"Believe me, Ah noticed!" Applejack retorted. Behind them, a squad of Vehicon troopers were in pursuit with their cannons firing blast after blast. Punch rounded a corner but came face to face with a gigantic blue Decepticon with a red face and a hammer in place of one of his hands.

"Oh boy..." Punch muttered as he barely managed to avoid being hit by a downward swing from Breakdown. Rainbow flew out Punch's window with a determined expression on her face.

"Rainbow, what the hay are you doing?" Applejack yelled in shock.

"Don't worry guys, I got this. I can take this dude." Rainbow replied before ramming Breakdown knocking him to the floor.

"See? What'd I tell you? The bigger they are the harder they fall!" Rainbow smirked before the smirk faded as the Decepticon began to get back up, and to make matters worse the Vehicon squad from before had caught up to them. Rarity and Applejack got out of Punch so he could transform to bot mode.

TSCH-TSCH-TSCHK!

"So now what? Please tell me we're not giving up just so we can be thrown back into that horrible cell." Rarity commented.

"Oh don't you worry little lady..." Breakdown began. "You're not going back in that cell, I'm going to squash you flat first!"

"That's not going to happen." Punch replied before he pulled out a orange double barreled rifle which he then used to blast a large hole in the bulkheads exposing them to the elements and letting the clouds in the sky be seen and sunlight to come in.

"In fact... We'll be taking our leave now." Punch said before he grabbed all three Element Bearers in his free hand and clutched them to his chest. Applejack's jaw dropped along with her two friends as they quickly figured out what was going on.

"Please tell me you're not thinking what Ah think you're thinking." Applejack said nervously.

"Oh, I'm thinking exactly that." Punch replied before he jumped right out the hole and let gravity take it's course. Rarity, Applejack and Rainbow all let out loud screams as they fell down towards the ground below.

"Jetfire, you better have been tracking us all this way and are ready to pick us up like we planned otherwise we're all going to be looking like robots infected by GPS, only without the Syndrome!" Punch yelled into his commlink before a voice answered it.

"Relax, I'm just about there. Just get ready for pick up in five... four... three... two... ONE!" Jetfire yelled as he flew right below them just in time for Punch to land on his wing.

"Cutting it a bit close were we?" Punch asked sarcastically.

"Oh, I was just waiting for the chance for a dramatic entrance." Jetfire retorted as he flew off into the setting sun. The mission was a success, and now Rarity and company could be reunited with their sisters. And that, might have just been the greatest victory of all.

Meanwhile, onboard the Nemesis...

"STAAAAAARRRRSCREAMMMMM!"

Starscream whimpered, it seemed Megatron had just learned what had happened.

END

Author's Note

Yeah, that's right you get two chapters this week!:raritywink: If that bothers you somehow, don't worry I'll try and tone down the updates as I go along and make it one per week. Okay, so this chapter Rarity and co stage a jailbreak with a little help from Punch and his secret identity as Counterpunch. Also, we get more cameos on both the Autobot and Decepticon sides.:twistnerd: In case you're interested, here's Counterpunch/Punch's and Misfire's TF Wiki articles.

http://tfwiki.net/wiki/Counterpunch_(G1)

http://tfwiki.net/wiki/Misfire_(G1)

Part 4: That Damned Field Trip

The Ark

It was late one night at the Autobot base and Grimlock was only just now slowly drifting off to sleep he needed more then you know. To put it iin the short version if you will, he'd had a very stressful day no thanks to his team and some of their... shenanigans. Grimlock's optics were only beginning close when a loud filly's scream awoke him from his slumber.

"Ugh, me wonder who that is...?" Grimlock muttered as he got up off his bed before he remembered who the voice belonged to.

If his memory banks were correct, that belonged to Sweetie Belle he thought her name was. If you're wondering why Sweetie Belle wasn't at home with her sister, you could thank Hot Rod for that. During a rather wild party celebrating the Autobots' latest victory over their sworn enemies, Hot Rod who was on some rather strong Energon created a old version of a Equestrian Marriage Contract between a certain Dinobot leader and Rarity as a joke.

Trouble was, a certain Night Princess (Don't ask.) who was in a similar state made it rather official. So now, it seemed Rarity and Grimlock were married. Neither was pleased, but Sweetie Belle was and after much begging and and that special filly talent of puppy dog eyes was allowed to spend some nights at her father's home. Tonight she was having a sleepover with Scootaloo and Apple Bloom. So that was how Grimlock found himself outside his daughter's bedroom.

"Ur, me Grimlock say you should go back to sleep." The titular Dinobot grumbled but Sweetie Belle who was shivering under the covers out of pure fear shook her head in a no manner.

"I... I can't. The monster will get us!" Sweetie whimpered as her two friends nodded along with her.

"Me see no monster." Grimlock replied in a confused tone. In his mind, he was cursing Snarl for letting Sweetie watch that movie a few hours before.

"H-he's there, I know it!" Sweetie sobbed before Grimlock looked at her as compassionately as a Dinobot could.

"Me will not let him get you, me Grimlock promise. Now me say you should get some sleep for that field trip tomorrow." Grimlock replied and the CMC all nodded nervously. It was only when daylight came and Grimlock found himself cooking some pancakes in the Ark's kitchen it struck him what had happened.

"Me... Me has become a dad." Grimlock whispered in shock.

The next shout shook the base, waking everyone up.

"WHAT HAS HAPPENED TO ME!?!"

Ponyville Hydroelectric Dam

The very next day, the whole of Ms Cheerilee and her class went to the Hydroelectric Dam outside Ponyville. Currently, they were inside the area where all the main generators were.

"So, you see class the water enters the dam and the generators take the water and use it to provide power to all of our fair little town! Isn't science fun kids?" Cheerilee said in excitement. Almost nopony else seemed to share her boundless enthusiasm, with quite a few of the kids yawning and Diamond Tiara muttering "Ugh, spare me."

She then noticed her best friend Silver Spoon happily taking notes. Diamond gaped at her.

"...Who are you and what have you done with my friend?" Diamond asked in disbelief.

"What?" Silver shrugged. "I like science, so sue me!"

Suddenly there was the sound of several loud jet engines that a certain trio of fillies found very familiar. Sweetie Belle squeaked in fear and Apple Bloom whispered "Oh Celestia, please no. Not them!"

Diamond burst out in laughter.

"What, scared off a few jets?" She asked sarcastically and Sweetie Belle shook her head in fear as she whispered "Not jets, no. Far more then that..."

Suddenly a metal door was knocked off of it's hinges as a mechanical panther like Decepticon burst in. This was Ravage, another deployer of Soundwave. Ravage growled as he approached the class who were backing up against a wall as Cheerilee attempted to put on a brave face and reassure her students by whispering "Okay class, now keep calm. This will all be over soon... I hope."

Elsewhere...

Outside, Thundercracker and Skywarp had landed on top of the Dam along with a few other Decepticons. Vehicon drones quickly began taking up positions along the top of the dam to function as guards.

"Suck this place dry! I want as much Energon as we can get!" Thundercracker ordered.

"Hey, who put you in charge?" Skywarp asked in annoyance.

"I put myself in charge, chucklehead." Thundercracker snapped. Skywarp gaped at him in shock and looked somewhat offended.

"C-Chucklehead? I'm getting the feeling you don't respect me!" Skywarp exclaimed in disbelief.

"Yeah, I don't." Thundercrack said dryly. "And you're ugly to boot."

"Oh, I'm ugly?" Skywarp snapped at his fellow Seeker. "We both look alike." He pointed out.

"Yeah, but I make this bodyform work, you on the other hand..." Thundercracker trailed off, only making Skywarp angrier. The purple and black Seeker thought about shooting his comrade but decided against it. It simply wasn't worth Megatron's wrath if he did so. Suddenly their attentions were diverted to the sound of a loud truck horn honking. Then, from out of the treeline burst a bright red Carmichael Cobra airport crash truck that had yellow and black stripes on the back.

"Pyro, transform!" It called, and the back half disconnected as a small explosion from a thrown grenade by one of the Vehicons propelled the front half of the truck upwards and it transformed into Pyro's robot mode.

"Now, are we going to dance?" Pyro asked cheerfully as he pulled out his laser rifle. Thundercracker laughed.

"You seriously intend to take us all on alone?" He asked and Pyro smirked.

"No, not alone! Autobots, attack!" Pyro yelled and Prowl along with Grimlock, Slug and Sludge burst out of the treeline as well and transformed to bot mode.

"Me Grimlock thrash you!" The Dinobot leader said as he pulled out his sword. The other Autobots found opponents to fight as well, with Prowl taking on Thundercracker and Slug fought Skywarp. Sludge meanwhile stamped his foot and the resulting shaking knocked some Vehicons down for the count. Pyro had found a foe to fight as well.

"You will be melted down for the glory of Megatron!" His opponent, a giant towering purple and grey Decepticon with one single glowing red cycloptic eye named Lugnut shouted at him.

"Yeah yeah, I don't give a slag about that scraphead's wishes." Pyro mocked before dodging a laser shot before firing off one of his own from his rifle. It just barely missed Lugnut's head by a few inches.

"No one insults the glorious Megatron and lives! You will pay dearly for that insult!" Lugnut roared before sending Pyro flying back into a tree with a mighty punch knocking aforementioned tree down. But it wasn't over yet.

TSCH-TSCH-TSCHK!

Pyro's eyes widened in fear when he saw Lugnut's left hand shift and change to a piledriver like device with a red button at it's tip. The Autobot braced for what he knew was about to come next.

KABOOM!

Pyro found himself laying in a large crater created by the P.O.K.E as he groaned and rubbed his head.

"Now that... was a kick." Pyro muttered before he gave out a shout of "WOAH!" as Lugnut charged towards him. Thankfully however, the second half of Pyro's vehicle mode reappeared and folded out into it's artillery turret mode. Pyro unleashed it's blistering firepower on Lugnut forcing him into a full retreat as the Decepticon transformed into his bomber plane mode and took to the skies.

"Rats, and I'd hoped we could dance a little while longer." Pyro sighed sadly.

Inside the Dam...

Back with Cheerilee and her class, Ravage was coming ever closer his fangs bared while he got ready to pounce. Suddenly he was tackled by a certain group of three fillies.

"Hey, leave our teacher alone!" Scootaloo yelled before she and her two friends were swiftly thrown off. Scootaloo landed on the floor with a grunt of pain as Cheerilee shouted her name in fear for her student.

"Anypony ever think this is the stupidest idea in a long list of stupid and crazy ideas?" Apple Bloom asked sarcastically. Ravage pounced but was then bucked into a generator by Apple Bloom's powerful rear hind legs before Sweetie Belle made the generator explode with a magic blast from her horn. Ravage hissed at them before he ran off down a corridor.

"That... was... AWESOME!" Scootaloo exclaimed before she and her two friends felt a strange surge and then their flanks were no longer blank as a image of Ravage's head with a slash mark through it appeared.

"Your... Your Cutie Marks... They're..." Cheerilee said as she struggled to search for the right words before she then found them. "...Certainly different." Cheerilee laughed nervously, her heartrate still having not calmed down from the ordeal yet. Meanwhile the CMC were chanting "We're no longer Blank Flanks! We're no longer Blank Flanks!" as they hopped around the room in glee.

Diamond huffed as she grumbled "Yeah, rub it in why don't you?" before she saw Silver smiling at them. Diamond was soon gaping once more.

"What? They're heroes." Silver said. It was about then Grimlock showed up, looking frantic.

"You alright?" He asked.

"Yeah, dad. We're just fine!" Sweetie Belle shouted happily. "We even got our Cutie Marks!"

The Ark

A hour later, back at the Ark Grimlock was soon met by Rarity, Applejack and Rainbow. They'd heard about everything.

"You! I have half a mind to divorce you, you not showing up in time and leaving my sister and her two friends to take on that bad kitty alone!" Rarity fumed as she glared harshly at Grimlock, who amazingly enough looked terrified of the pony who was much smaller then him. Snickering, Rainbow leaned over to Applejack.

"Well, guess we know who wears the pants in this relationship huh?" She deadpanned and Applejack surpressed a snort as Grimlock and Rarity began to argue. Sweetie Belle just looked embarrassed.

"Most. Embarrassing. Parents. Ever." She muttered.

END

Author's Note

So sorry for the long wait. Had other things on my mind and other stories to update. Anyways... So, Grimlock and Rarity? I believe that is the definition of crack pairing right there. Yeah, a lot of this story isn't exactly meant to be taken seriously as you can see so far. I'm not sure how I can top this chapter in pure outright weirdness.

More Bios

http://tfwiki.net/wiki/Lugnut_(TF_2010)

http://tfwiki.net/wiki/Ravage_(G1)

Part 5: Camping with Dinobots Equals Chaos

Neighvada, Raging Rapids River

"Yahoo!" Scootaloo cheered as she and the other two members of the CMC, along with Babs Seed were tossed around in their raft by the rapids as they careened through a canyon river. A few days before, Apple Bloom's cousin Braeburn had invited the group along on his annual yearly trip to Neighvada. After much begging and more puppy dog eyes from Sweetie, the CMC and Babs had been allowed to go... With one condition. Namely, four Autobots had to go along as chaperones, one for each filly. Those unlucky souls were Hoist, Snarl, Sludge and Swoop. In Snarl's case, he was less then pleased.

"This is so beneath me. Babysitting!" Snarl growled as he and his comrades were tossed around in a Autobot sized raft designed by none other then Wheeljack.

"I don't know... Me Swoop say this kinda fun!" Swoop exclaimed as the raft just barely missed a huge rock.

"Me Sludge going to be sick..." Sludge moaned as he covered his mouth.

"Oh no you don't mate! Just hold it in!" Hoist yelled in fear. Scootaloo called out to them from up ahead.

"Isn't this the greatest?" The young pegasus filly yelled in excitement. "If only Rainbow Dash could see me now! This is so right up her alley!"

Sweetie Belle covered her mouth and looked rather green. Like Sludge, this wasn't really for her and she was getting sick from being bashed around in the rapids.

"You and her are real peas in a pod, aren't you?" Sweetie Belle replied. "She'd enjoy this more then I do right now, that's for sure."

Braeburn chuckled. Beside him sat the final pony who'd come along, Braeburn's best friend Soarin Skies of the Wonderbolts. The two had become fast friends and pen pals after a Wonderbolts show had come to Appleloosa. Some, including Applejack and Spitfire suspected they might be more but neither Soarin or Braeburn were saying a word about if it was true or not.

"Don't y'all worry, this ride's almost over. But there's one last little obstacle for us to overcome before the river goes and settles down." Braeburn called over the rushing river. He and Soaring shared a look, up ahead lay a small set of waterfalls. A grin soon came to both of their faces as they looked back at the fillies.

"Oh no!" Braeburn and Soaring chorused. "It's the Falls of Doom!"

Scootaloo cheered while Babs, Sweetie and Apple Bloom held each other and trembled as they went over...

Later, at the riverside...

"I hate you." Sweetie Belle grumbled as she finally hit dry land which nearby Apple Bloom was kissing and hugging while Babs watched with a embarrassed look at her cousin's actions. In front of them lay a large forest. "Did you have to pick the roughest rapids you could find?"

"Well, we wanted you to get the full Neighvada experience." Soarin said. As a Neighvada native, he was very proud of his place of birth.

"Ya could have done that without those rapids." Apple Bloom retorted. Braeburn rubbed her head affectionately.

"Relax, it wasn't that bad."

"Speak for yourself." Apple Bloom replied. Braeburn sighed to himself sadly. He, like Soarin just wanted the four fillies and their chaperones to have the time of their lives here.

"I promise, we won't be doing anything as rough on you as that anymore on this little excursion." Soarin said with a reassuring smile. "Hoof over heart. Tonight, we'll be sleeping under the stars and roasting marshmellows!" He said excitetidly, reminding anypony of who looked at him of a little colt.

"Ooh, me Swoop can get behind that!" The Dinobot said excitedly.

"I must admit, it has a certain rustic charm about it." Hoist said, the mostly green tow-truck Autobot's clean and crisp English accent distinguishing him from everypony else.

"Yeah, I know! Marshmellows are great aren't they?" Soarin said, still with that same grin. "Only thing better is pie! Hmm, I wonder if you could make marshmellows into pie...?" He wondered. Braeburn facehoofed. Sometimes his friend's obsession with pies really scared him.

"Just stick with us though, y'all don't want to be picked off by... Him." Braeburn said ominiously.

"W-Who's him?" Babs asked nervously, not really sure if she wanted to know. Soarin chuckled darkly as he and Braeburn shared a significant look between them.

"The Slendermane." Soaring finished, and a distinct chill came over the group till Babs broke it with a shout of disbelief.

"Youse is surely joking, man! The Slendermane is just a story!" Babs scoffed, although if you looked close she was beginning to tremble.

"He might be, but ponies have been known to disappear in this very forest." Braeburn said. In actuality, he and Soarin were just pulling the fillies legs but they didn't know that.

"W-Who's the Slendermane?" Sludge asked nervously.

"I'll tell you... Later tonight." Braeburn replied ominiously before he became more cheerful. "Let's get moving, long ways to go if want we reach the campsite before sunset!"

My House:

There I was, typing away at my computer at my desk as thunder rumbled outside from a rain shower created by a local tropical storm. This was Florida after all and it was the beginning of the yearly Hurricane Season. A figurine of Generations Brainstorm sat nearby in robot mode. Suddenly, there was a flash of light and I whirled around only to see Discord with a decidedly unimpressed look on his face. I'd heard of charicters coming to other authors from fanfics, but those were just that... Fanfics. I never believed it could happen in real life!

"H-How in Celestia's name are you here?" I sputtered in disbelief.

"Hello? God of Chaos!" Discord replied proudly with a smirk. "Breaking the fourth wall is my thing! You've made me do it before." Discord said, and I admitted he had me there as I'd made him do it in my story "Shattered Mirror". Discord continued, still looking annoyed at me.

"But let's talk more about YOU! Really, the Slendermane thing? What next, are you going to have old Prime-style Slenderwave appear?" Discord asked sarcastically as he crossed his arms and I blushed as I knew he had me. Discord smirked at my blush.

"Thought so. How would that work in a manner that made sense anyway?" Discord questioned, and I gaped at him. He himself once asked what fun there was in making sense for crying out loud!

"Do something better, OR ELSE!" Discord yelled as he used his paw to make the "I'm watching you" gesture before snapping his fingers Q style and vanishing exactly the same way he'd come in here in the first place. I groaned, the beginnings of a nasty headache had just come on. Now I knew how Captain Jean-Luc Picard felt when dealing with Q.

Neighvada, later that night...

Finally, the group reached the campsite which was in a forest clearing. A owl hooted, as the stars began to appear one by one overhead and twinkle in the rapidly turning to night sky.

"So... Uh, Me Swoop asks if any of you have ever set up a tent before?" The only Dinobot flier questioned, and received two stares.

"You do realize we can just power down and rest in vehicle or beast mode right mate?" Hoist replied in a dry, sarcastic tone which Swoop seemed to have missed.

"Me want full camping experience!" Swoop exclaimed cheerfully causing Snarl to facepalm in disgust at his comrade.

"Me think you more idiotic then Sludge!" Snarl snapped which Sludge nodded along with until he realized what he was agreeing with and looked offended. Then Babs called out for help as she and the CMC tried to set up their tent. Somehow, the tent had landed on top of them.

"Hey, as soon as youse band of idiots stop arguing could ya come and help us out? Jeepers, this is difficult!" Babs complained, and hearing her Hoist walked over.

"Relax, I have studied the science of tent set up before we left. It shall be easy." Hoist said confidently, but he soon found out it wasn't so as he and Swoop tried to put in the poles that held up the tent. For the next few minutes shouting and Cybertronian curses not fit for a filly's ears could be heard.

"No no! This one goes there, that one goes there!"

"No, me Swoop say it doesn't go that way! Me Swoop sure of it in fact!"

"Oh, you're sure? I have more intellect then you!"

Babs watched and soon found herself facehoofing. She knew she should have just asked Braeburn...

Eventually, the tents were set up and a fire had been created and was going strong. Everypony sat on logs roasting marshmellows while the Autobots sat nearby in their alternate modes. Currently, Soarin was in the middle of the story of the Slendermane. He'd warned everyone and everypony it would be scary, but all three of the CMC and Babs begged him to tell it. They'd soon regret their choice.

"So, as it goes in this very forest anypony who wanders off takes the grave risk of being grabbed by the Slender's tentacles and ripped apart. Most don't believe in him, but I'll tell you different. I was with this one pony, and he wandered off. Next thing I knew, I heard a scream and found him the next morning ripped to shreds. So I am warning you now, whatever you do DO NOT go any further into this forest and stick to the paths... Otherwise you will regret it very dearly." Soaring finished, and by the end even Scootaloo was trembling in fear. Braeburn suddenly yawned.

"Well, time to turn in for the night. Sleep tight!" He said cheerfully. When the CMC and Babs scrambled into their tent, they cuddled up for protection and couldn't fall asleep fast enough...

A few days later, as Braeburn and Soarin chatted over lunch at a café in Ponyville suddenly there was a loud roaring sound and Grimlock ripped the door off the café and glared harshly at them. Rarity, Applejack and Rainbow were on top of his back.

"W-What is it Mr Grimlock sir?" Soarin asked nervously.

"You and I need to talk about a certain story you told four little fillies..."

Soarin and Braeburn gulped and held each other in fear.

END

Author's Note

First off, I apologize for the negative Soarin and Braeburn portrayls here. I actually enjoy their canon selves, but for the chapter to work they had to be sorta jerks.

So, yeah I broke the fourth wall and had a author insert scene guest starring Discord..:derpytongue2: Rage at me if you wish, I know I deserve it but I had to make this chapter longer somehow. Anyways, I made the obligatory Soundwave/Slenderman reference. ...Wonder if this is a sign I'm running out of jokes?:applejackunsure:

Also, a big shout out to Sudoku Brony for telling me the correct spelling of Soarin and to leave off the K contrary to what I thought.

More bios for Hoist, Snarl and Swoop:

http://tfwiki.net/wiki/Hoist_(G1)

http://tfwiki.net/wiki/Swoop_(G1)

http://tfwiki.net/wiki/Snarl_(G1)

Part 6: Father's Day... Grimlock and the CMC Style!

The Ark's Corridors

It was close to that time of year again, one which children give thanks to their fathers just for being there when they are needed and all that. Of course, for one certain Dinobot, he had no knowledge of this as no such holiday existed back on Cybertron, and even if it did it would be very doubtful Grimlock would celebrate it as he had no children before now.

"Urgh... Me Grimlock not understand why upcoming day so special to ponies. Me heard they buying gifts for whatever they call fathers for whatever reason." Grimlock muttered to himself as he trudged back to his quarters for a nap.

Grimlock knew he needed one after a hard day in the Ark's special (Wheeljack designed, of course) hard light based training room. He'd just done several rounds of smashing up holographic Vehicons and then slicing a hard light Megatron right down the middle. So he was tired, and looking forwards to his well deserved rest.

"You mean YOU don't know?" Prowl asked in disbelief while he walked back. He'd just happened to overhear Grimlock's mutterings by pure chance.

"Of course me Grimlock not know, and me doubtful if I'd care anyway." Grimlock growled, not really wanting to have this conversation right now.

"It's Father's Day, it's just a holiday to show fathers everywhere they are appreciated." Prowl explained before a thought struck him. "You know, I'm surprised a certain group of fillies hasn't done something for you yet. Then again, maybe they plan to surprise you." Prowl thought to himself.

"Me Grimlock hate surprises. Surprises usually consist of Decepticon attacks and pranks from other Autobots in Grimlock's experience." Grimlock grumbled under his breath to Prowl before he walked into his quarters and shut the door. Prowl himself only shrugged before he walked off. Unknown to him, Sweetie Belle had been behind a corner and had heard everything. She realized with a streak of horror Prowl was right, she and the other two members of the CMC hadn't done anything to show how much they loved their adoptive father...

"By Celestia... I've got to fix this!" Sweetie whispered to herself. But how, she wondered. There was only one way she'd solve this dilemma, with her friends help. This called for a meeting at the Clubhouse!

Cutie Mark Crusaders Clubhouse: Sweet Apple Acres

The meeting was quickly called, and the three main members of the CMC had been assembled at once after they heard Sweetie's problem and they too realized with the same mix of horror and embarrassment that they had not done a thing for Grimlock after he'd pretty much become a father to them. A almost constantly grumpy, fire breathing dinosaur/robot of a father, but a father none the less.

"This... This is the Worst Possible Thing!" Sweetie Belle exclaimed in shock repeating her elder sister's often used phrase as she completely freaked out over her situation.

"I know right?" Scootaloo asked nervously. "I mean, maybe I wouldn't put it quite so... dramatically but you do have a point Sweets."

Apple Bloom nodded sadly. She, like Scootaloo was a orphan after her parents were lost. Sure, she had her Granny Smith along with her big brother and sister but until Grimlock she'd never known what a father was like.

"Y'all, we done goofed. We've been so caught up in other things we forgot about da." Apple Bloom said to her friends. "We've got to do something to fix this, but what?"

"Can't just bake a pie now can we?" Scootaloo asked dryly. "Pretty sure it would have to be one big pie, and we can't bake as we've found." Scootaloo commented, remembering when they tried to help Pinkie bake, only to end up making a mess of the kitchen.

"Yeah, that's the flaw with that idea." Apple Bloom said dryly. "Pretty sure robo-dinosaurs don't eat pie."

Scootaloo rubbed her head in embarrassment once she realized Apple Bloom's point and blushed red, although thanks to her orange fur the blush itself wasn't noticeable as it could have been.

"Maybe we could somehow capture a bunch of Vehicons and bring them to Grimlock to smash." Sweetie Belle thought aloud, and her two friends stared at her as if she'd suddenly grown a second head.

"Okay, dumb plan." Sweetie Belle admitted. "But I'm out of ideas here!" She exclaimed and Scootaloo rolled her eyes.

"You need a "Fainting Couch" or something?" The young pegasi asked dryly and Sweetie Belle nodded and squeaked out "Might be nice..."

Apple Bloom facehoofed to herself in the background. This was going so well already...

Ms Cheerilee's House

Cheerilee sighed to herself happily as she sipped her coffee and composed a simple letter to her father. She was at her dining table, with a pen and a partially written letter in front of her, with each word wrote down so far filled with love and respect for one of the two parents who raised her. She was just about to write the final section of the letter when the doorbell rang.

DING! DONG!

Cheerilee sighed, whoever it was could wait just for a few more moments. But then the doorbell rang again, several more times as if it's ringer was very impatient.

DING! DONG! DING! DONG!

Cheerilee groaned to herself as she got up before shouting "I'm coming!" and trotted to the front door and opened it only to be greeted by three worried faces belong to three certain fillies.

"Uh... Girls? Is something wrong?" Cheerilee asked, quite concerned for what were some of her most beloved (If not some of the most chaos causing at times.) students.

"We... We, uh need your help Ms. Cheerilee." Sweetie said, looking rather embarrassed. She felt this way as she never needed her teacher's help outside of anything but school related stuff.

Cheerilee looked understandably nervous, despite the three fillies now having their Cutie Marks (She still didn't understand how anypony could have a Mark for defeating a specific Cybertronian.) that didn't mean the CMC didn't cause mischief from time to time still. They were still fillies after all, and related to three of the Mane Six and had robot dinosaurs for adoptive relatives.

"With what?" Cheerilee asked, only for each of the CMC to shuffle their hooves in turn and blush before Scootaloo answered.

"With... With doing something for Dad for Father's Day. We... May, have kinda sorta forgot to do something..." The young pegasus trailed off still blushing up a storm and Apple Bloom answered for her. "And now we don't know what to do!"

Cheerilee almost immediately felt sad for the three fillies, she could understand what it might have felt like to not know what to do for your father on Father's Day and show how much you cared and appreciated for him. It had to be eating the trio up inside, Cheerilee mused as she gave them a look of pity.

"Well, have you considered giving him a card?" She asked, and the fillies looked at each other as if this hadn't occurred to them.

"W-well... N-no, but..." Sweetie Belle stammered. "W-we didn't even think Dad would want something so simple!"

Cheerilee smiled kindly.

"Trust me, the simplest things are the best sometimes." The young teacher said with a laugh. "Now, if I was you I'd get on to it. You don't have much time after all!"

The CMC all cried "Thanks, Ms Cheerliee!" as they ran off down the street. Cheerilee smiled at the sight before she went back inside, she had a letter to finish after all. Then it came.

"CUTIE MARK CRUSADERS FATHER'S DAY CARD MAKERS, YAY!"

Cheerilee sighed to herself, there came the headache that kind of shout always brought...

Cutie Mark Crusaders Clubhouse: Sweet Apple Acres

Back at the Clubhouse not even forty-five minutes later, the CMC had returned with supplies and sat at once on getting ready a big card for Grimlock. Trouble was, they couldn't decide what it should be like.

"It needs more glitter!" Sweetie Belle cried as she dumped a whole bunch of the stuff on the card and reached for the glue had Apple Bloom not taken it away from her.

"Ya know, Ah don't think Grimlock would want glitter on his card. Most stallions don't after all." Apple Bloom pointed out.

"Y-Yes, b-but he's not exactly a stallion is he?" Sweetie Belle stammered out her reply.

"Yeah, but you get the point don't you?" Apple Bloom said with a roll of her eyes and soon the two were arguing up a storm until they heard Scootaloo starting to sob and both fillies looked at her in concern.

"G-Guys, you're forgetting what this is about! This is for Grimlock, h-he doesn't care what it would look like, j-just that we made it!" The orange pegasus filly sobbed, and both Apple Bloom and Sweetie Belle felt ashamed of themselves. They had grown so concerned with what the card should look like, they had forgotten the point of it all in the first place.

Apple Bloom and Sweetie brought their friend into a hug as they said "We're sorry Scoots, we just got... got so caught up in the making of the card itself, that's all."

Scootaloo sniffled and blew her nose with a handkerchief as she nodded and said "L-Let's just get this done, okay?"

Apple Bloom and Sweetie smiled in response.

The Ark: Father's Day

It was with big grins (And looks of shock from the various Autobots wanderng the halls at the time.) that the CMC carried their appropriately Dinobot sized card to Grimlock's quarters and knocked on the door. It was soon answered by the Dinobot and former Lightning Strike Coalition force leader.

"Yes?" He asked in genuine confusion as he looked down at the CMC. The three fillies beamed at him.

"We made this for you! Just to show how much we care for you being our daddy." Sweetie squeaked out before Grimlock took the card and opened it. On it was a crude crayon drawing of him carrying the CMC on his back in dino mode. Although it couldn't be seen, Grimlock smiled under his faceplate. In his spark, he felt something. He couldn't describe the feeling, but he knew it was warm and welcomed.

"...Maybe this day isn't so bad after all." Grimlock murmured.

END

Author's Note

You know, I myself had no idea what to write for this chapter, similar to how the CMC had a problem on what to do for their father until at one point I was signing a card for my granddad and remembered what was coming up. And the ideas just flowed from there, resulting in this shameless heartwarming chapter filled with what I hope to you guys are plenty of cute and funny moments.:twilightsmile::scootangel:

Also, since I have no bios for you this time around have this cool Grimlock tribute I found on YouTube:

Oh, and happy (early) Father's Day to all the dads out there!:heart:

(Credit to cyber54prime for the video and Bon Jovi for the song.)

Part 7: It's time... FOR SCIENCE! (Wheeljack's Lament)

The Ark

Wheeljack's Lab, the place where wonders are born, or on other times just the sounds of explosions. Either way, it was often a source of curiosity by many Autobots on what went behind those closed doors with only a select few high in the Ark's chain of command knowing what really went on back there. In this order it went:

Optimus Prime:

Ultra Magnus:

Prowl:

Ratchet:

And of course, Wheeljack himself. But now that very same curiosity had encaptured a certain trio of fillies along with Rainbow Dash, in it's grasp. There was a fifth member of that group, but she was not on this adventure by choice.

"Rainbow Dash, I cannot believe you would drag me along on this... this crusade of curiosity!" Rarity harrumphed in annoyance as the fivesome found themselves outside the big orange plated doors to Wheeljack's Lab, which had a big sign on them reading in big bold letters written both in Cybertronix and Equestrian "Keep Out, especially if you are a Dinobot!"

"Aw come on Rares, lighten up!" Rainbow exclaimed in disbelief, she could hardly believe her friend wasn't the slightest bit curious on what could be behind those doors. There could be giant ray guns, or aliens that could burst from your chest kept in jars or even a body-swapping machine!

"This is a adventure, along the lines of Daring Do! And I KNOW you keep those books around under your bed, from what Applejack told me." Rainbow added with a flirty grin, completely unable to contain herself.

Rarity grumbled something under her breath, probably along the lines of "...I knew she wouldn't be able to keep her mouth shut about those books. Still, I know she still has Fifty Shades of Hay under HER bed, after all I loaned it to her. Still want it back." She added in, with a blush as she remembered the book's contents.

The CMC looked at Rarity in confusion, before Rainbow cleared it up for them.

"They used to date." She explained, and the fillies then gained a dawning recognition on their faces as Rainbow looked at the giant orange doors.

"So, should we just... uh, knock? Ask open sesame or something like that?" Rainbow wondered aloud before she grumbled "Ah damn it, might as well just take the easy way out!"

With that, Rainbow with a mighty thrust of her hind legs bucked the doors wide open. Rarity stared at her in disbelief for a moment before she facehoofed and muttered sarcastically "Oh yes, why don't you let the whole base know we're going in there while you're at it?"

Rainbow waved a hoof dismissively and replied "Oh stop being such a worrywart, you're worse then Twi right now I swear." as all five ponies walked inside the lab not knowing what they'd find...

Ark: Main Security Room

At the exact same time Prowl and Jazz as they was going over old holo-novels together like they did every week heard the alarm that was the result of the lab doors being kicked in. Prowl looked up at the security footage being shown on screens and sighed to himself. Jazz knew that particular sigh, it had been occurring a awful lot lately ever since Grimlock adopted the CMC.

"Is it them, man?" Jazz inquired and Prowl nodded before he grumbled something in Cybertronix under his breath, probably a curse.

"Guess I'd better alert Wheeljack." Prowl muttered, the inventor-bot wasn't going to like this one bit. Not at all... Prowl sighed in resignation, what he wouldn't give for a glass of something of Maccadam's Old Oil house back on Cybertron...

Wheeljack's Lab

The fivesome took in the contents of Wheeljack's lab in awe gasping every time they saw something new. On tables scattered across the room, were various parts and half-finished inventions. Rarity, despite her admittedly impressed look on what Wheeljack was making, thought the place needed some decoration. After all, if you were making something you might as well have a lab that looked good while you were doing it.

"Yeesh, somepony really needs to fire Jack's maid." Rainbow muttered before she wondered aloud "...Do robots even have maids?"

Rarity rolled her eyes, out of all the questions Rainbow could ask, that was the first one that came to her mind? She gave her friend a look, and Rainbow rolled her eyes.

"What? My mind can wander, so sue me." Rainbow replied in annoyance.

"This place is EPIC!" Scootaloo cried nearby as she tried to look at anything and everything. But then something caught her eye, a big, no a absolutely huge pod covered in dust and branded with a big yellow "X". Strangely enough, scratched into the pod's metal were the words "Never again." as well. Scootaloo wondered what they could mean, and why this pod was empty. What could have ever been inside it and why did it seem to be pushed to the back of the room, as if it was wanted to be hidden away and forgotten about?

"...So, I see you've found it." Wheeljack's voice came from behind them in a sad and resigned tone. Everyone turned to face him, and they saw he looked somewhat ashamed of himself. But that couldn't be right, Scootaloo mused. Wheeljack always seemed proud of whatever he created, even if it never worked quite right.

"What was inside the pod?" Scootaloo asked curiously, only for Rarity to immediately berate her. "Scootaloo, that's such a personal question, and I don't think Wheeljack wants to answer it!"

Wheeljack sighed long and hard as he sat down on a nearby chair before he spoke after a few brief moments of silence. His blue flashing headlights seemed to be dimmer then usual as if they reflected his shame.

"No, I suppose you have a right to know. Sit down, and listen to the tale of my greatest triumph, and my greatest failure..."

And so Wheeljack began his story...

Cybertron, Four Million Years ago...

Wheeljack was on the verge of a triumph, one that would hopefully end the civil war that was currently waging across Cybertron. Fuel sources had been consumed right and left, and entire cities ravaged by the brutal battles between both sides. Wheeljack had gone to desperate measures, he had gotten created something, something that would hopefully never die and end the war with simple flick of the switch.

"Got to... Got to hurry!" Wheeljack said frantically as he made the final preparations to the pod, with a bare protoform inside. He intended to give it a cold spark, jumpstart a creature bred only for war. He needed to work fast, as even now Vehicons led by Shockwave himself were pounding at the door of his lab.

"Open up Autobot, and I promise your death will be quickl and swift!" Shockwave's voice bellowed from behind the door. Wheeljack snarled at him defiantly.

"That's not going to happen, not today Shockwave!" Wheeljack yelled, his headlights flashing blue in defiance.

"Your reality is over, as soon as I reach you. It shall end, your resistance is illogical."" Shockwave exclaimed again, only for Wheeljack to fire off another retort even as he threw the final switch that would give life to his creation.

"Then I reject your reality and substitute my own!" The Autobot's chief inventor yelled, as the pod burst open and a being with reddish orange paint, purple detailing and sharp angles, a white X on his chest and a weapon resembling Megatron's infamous fusion cannon attached to his arm stepped out of it. The creature that could only be described as monstrous burst forth even as the door was broken down. Shockwave, if his face could show horror would have as his troops were almost at once felled by Energon blasts.

"What... What is this Nosferatu of a creature?" Shockwave stammered in fear as Wheeljack smirked under his faceplate.

"Shockwave, meet Protoform X!" Wheeljack exclaimed, but then he felt his excitement turn to sheer horror as he saw madness in the creature's green optics and watched fear as one of Shockwave's arms was ripped right off Energon fluid going everywhere before Shockwave was picked up by the neck and X's optics gazed into Shockwave's own.

"Is that fear you are feeling, Decepticon? Yes... my spark, it feeds on terror. Let it grow! Let it consume your circuitry! Feel it, yes, feel it! Feel the fear!" X proclaimed before he blasted Shockwave backwards into Stasis Lock before with a shifting of parts he was a Cybertronic jet and flying off into the night sky while Wheeljack watched and could only whisper one small thing.

"...What have I done?"

Back in the present...

"I created a monster, bred only for killing. It, as I cannot call it a being with gender as that would presume it was truly alive, was as bad if not possibly more horrific then the Great Slagmaker himself." Wheeljack lamented sadly as he held his head in shame.

"It... It killed many of Autobot and Decepticon alike before it was put down. I had to put it down, my own creation!" Wheeljack continued, choking back a sob before he continued his story to the five ponies who listened with sadness and sympathy. Even if the Autobots created a monster, he was ashamed of himself for doing so and that was all that mattered to them.

"I should have been kicked out of the Autobots, Pits there was even a trial to see if I should. It was Optimus who cast the deciding vote that kept me, but even today there are some still aboard the Ark who would rather see me scrapped, your father Grimlock included." Wheeljack lamated, turning to the CMC. In Grimlock's mind, Wheeljack was as bad as Shockwave as he reminded him of the experiments preformed on him by the Deception scientist that turned Grimlock into the creature he was today.

"Now that's quite enough of that!" Rarity suddenly exclaimed. "It was desperate times, and from little of what I've heard of the Great War things were truly horrific. You thought you were doing a good thing, and no one can hold you responsible for that." Rarity told Wheeljack, who gave her a serious look.

"But the road to the Pits is paved with good intentions they say, and nobot can deny what I was doing was that. But just look at the aftermath..." Wheeljack said sadly. For that, nopony had no answer.

END

Author's Note

So, what do you think of Wheeljack being the creator a G1 version of Beast Wars's Rampage? I wanted to give him a tragic backstory, sorta how like Brainstorm has in the IDW comics and provide a chapter with no easy answers. I'm sorry for the general darkness and sadness of this chapter, I promise the next one will be back to the story's normal tone of CMC and Autobot antics together.

Bios for this chapter:

http://tfwiki.net/wiki/Wheeljack_(G1)

http://tfwiki.net/wiki/Shockwave_%28G1%29

http://tfwiki.net/wiki/Rampage_(BW)

And here is what Rampage would look like in-story.

Next time: Chaos at the Wonderbolts Air Show in Canterlot as Starscream and the Decepticons attack, and it's up to only the CMC, Ultra Magnus, Powerglide, Swoop and the Wonderbolts to fend them off!

Part 8: The Air Show (The Wonderbolt/Autobot Team-Up Part 1)

The Ark: Teletraan One's room

Scootaloo smiled, enthralled by the display in front of her. The moves, the flexibility, who knew any normal pony could do that? I know this sounds worryingly like something a filly should almost certainly NOT be watching, but it actually is. Okay, maybe my own words won't reassure you, but perhaps this will:

"And once again, Spitfire pulls off her world-famous Double Fire Flash!

Yep, Scootaloo had used Teletraan's satellite uplink to tune in on a Wonderbolts, who as you know are Equestria's world famous stunt fliers and the idols of Rainbow Dash (And therefore Scootaloo as well) and a subset of Equestria's Navy as well. Easily the most famous members right now were Soarin Skies and his boss and Co-Captain of the team, Spitfire whom the Autobot Powerglide had flown with and even outwitted some Vehicons alongside her.

Scootaloo let a wide grin come to her face, lately she'd saved up enough bits to be able to afford a ticket to their upcoming show in Canterlot. Problem was, actually getting somepony... Or someBOT now that Scootloo thought about it to take her there. She ran as fast as she could to the Holographic Training Room, where she knew Grimlock could often be found. And sure enough he was, teaching battle tactics to Swoop and Powerglide.

"Daddy, daddy!" Scootaloo said rapidly. "Can you take me to the Wonderbolts show in Canterlot?"

Grimlock looked confused, he'd heard of the Wonderbolts from Powerglide but he thought they were just cartoon superheros. ...Well, to be fair the name did kinda sound like a cartoon superhero team if you thought about it.

"Seriously?" Babs's voice called, and Scootaloo noticed her for the first time. She'd been watching the sparring from a corner of the room. "Dis is awesome, youse just gave me a great idea! We should go together!"

"Yeah, totally!" Scootaloo agreed.

"Me not know who Wonderbolts are, so why me take you two?" Grimlock asked, still confused but Powerglide was only too happy to explain. Once he had, Grimlock sighed sadly, he hated to disappoint one of his daughters and her friend but he simply didn't have time as he had training matches for the Mini-Bots scheduled for the rest of the week. Scootaloo saw the look on his face and hung her head, she should have known she couldn't have been this lucky.

"Me Swoop have idea!" The Dinobot piped up suddenly. "Me take you! Me want to see fellow filers, besides."

Babs and Scootaloo shared a excited look even as Powerglide added in his two cents.

"Well, I want to go too! If I do, I can perhaps pick up a few new tricks to show off to you guys!" He exclaimed. Truthfully, he just wanted to meet up with Spitfire again and perhaps share a few stories if they were lucky. But Grimlock shot them both down.

"No, me trust neither of you to not stay out of trouble." Grimlock told them, and Powerglide and Swoop looked disappointed but then Grimlock had a thought strike him. It was crazy, but Dinobots did crazy.

"However, me have idea...."

Ultra Magnus's Office:

What Grimlock's idea turned out to be was... well, this.

"You want me to do WHAT!?!" Ultra Magnus, the only Autobot to be below Optimus Prime himself in the chain of command yelled from behind his desk as Grimlock, Swoop and Powerglide stood in front of him. Scootaloo was nearby as well, gazing up in awe. She'd never seen a Autobot so gigantic, not even her daddy was as big as the blue and white truck transformer in front of her.

"Aw come on, you can't deny little Scoots and Babs here this! They've wanted to see this their whole lives!" Rainbow exclaimed in disbelief from nearby. Once she'd heard of what Scootaloo wanted to go and see, she had to help get her there. After all, a Wonderbolts show was something you just couldn't miss. (Plus, Rainbow wanted to spend some more time with her little sister in all but blood and this was the perfect way to bond.)

"You heard me Grimlock, me want you to chaperone Swoop and Powerglide here as they chaperone me daughter to a air show of some sort that she's always wanted to go and see." The Dinobot leader repeated with a sigh as Swoop and Powerglide nodded along with him. Admittedly, in his mind the whole sentence did sound rather ridiculous to begin with.

Scootaloo on the other hoof had applied a filly's best talent, and was grinning and saying "Please?" in a innocent-I-won't-get-into-any-trouble tone (With Babs doing the same.) while Magnus sighed to himself.

"Let's see, and let me check my schedule." Ultra Magnus grumbled to himself as he checked his datapad. He sighed in resignation, there were still lots of things for him to do such as punish the twins for the pranking spree they'd gone on earlier, get Slug and Snarl to clean out their quarters and now he had to play chaperone to chaperones! All of his frustration could be summed up in one simple sentence.

"...I don't have time to deal with this right now." Ultra Magnus muttered. Powerglide gave him a look of disbelief and crossed his arms.

"Come on, you really need to lighten up old boy! No offence, but you're way too serious half the time! C'mon, get out and have some fun in life. You may be millions of years old, but that doesn't mean you don't have a chance to have a bit of fun before your spark goes out!" Powerglide exclaimed and knew at once by Magnus's look how badly he'd made a verbal blunder, so he quickly corrected himself and rephrased his words.

"W-What I mean is, life's too short just to spend all your time cooped up in your office. Y-You do get my meaning, right?"

Ultra Magnus nodded, it wasn't like he disliked sparklings, or fillies in this case but as said before he had a lot on his plate at the moment.

"But what about-" He began before swiftly being cut off by Powergilde.

"You can get Prowl to do your tasks for you, he probably wouldn't mind. Okay, maybe he would mind but I'm sure he'd agree with me that you need to have some fun in your life." Powerglide told the Autobot second-in-command.

Magnus gave a long low sigh before replied with a "Ugh, I know I'm probably going to regret this but... fine, I'll do it." he said with a shaking of his head as he mentally added "Probably? I KNOW I'll regret this somehow."

He didn't know how right he was.

The Solar Stadium: Canterlot, a few days later...

It was obvious even from first approach as Ultra Magnus came up to the stadium in his truly gigantic car carrier mode with Scootaloo leaning out the driver's side front window while Babs and Rainbow sat nearby, (With Powerglide and Swoop in their alternate forms on Magnus's trailer) that this was going to be a hugely packed show with ponies coming from miles around. This wasn't surprising really, as for ponies Wonderbolts shows could accurately be compared to big name band rock concerts in our world.

"Okay, okay I promised myself not to totally geek out but here I am!" Scootaloo gushed excitedly, and she would have been unable to sit still and probably fly out the window in order to get to the entrance before everypony else had a seatbelt been not holding her down.

"Yeah, I agree with youse. This here is so exciting!" Babs agreed while in the back Powergilde commented "It'll be great to see old Spitsy aga-Oops." Powerglide said, quickly clamming up once he realized what he said.

"What!?! You met Spitfire herself and you never freaking told me?" Rainbow exclaimed in a mix of disbelief and fury.

"Well, would you have believed me for a nano-second if I did?" Powerglide asked, and Rainbow said nothing as she had to admit he had a point. Once Ultra Magnus had pulled up, everypony quickly got out while Powerglide and Swoop transformed to bot mode. Ultra Magnus stayed in his truck form, as he was planning to stay outside the stadium.

"Oh oh, I so want to get some souvenirs!" Scootaloo exclaimed "Maybe even a official Wonderbolts plushie!"

Then everypony was staring right at her as if she'd suddenly turned into a Changeling right then and there.

"N-Not that I'd sleep with it or anything, I just want it for display! Yeah, that's it!" Scootaloo quickly denied, although nopony or no bot believed for her a minute. Rainbow sighed to herself.

"Hey, listen I'll go and find us some seats if I can. Better hurry back though, as good seats quickly get taken up like they're hotcakes! Swoop, can you go with her?" Rainbow requested.

"Me Swoop do so." The Dinobot replied while Rainbow and Babs along with Powerglide headed off inside the stadium. Swoop smiled down at the young filly before before leading Scootaloo towards the souvenirs tents where all around ponies were trying to get official Wonderbolts merchandise for their collections.

"Wow, look at all of this stuff. Posters, plushies, action figures!" Scootaloo gasped. She knew a huge part of the Wonderbolt income was the money they made off their merchandise but she didn't know it was this expansive.

"You isn't kidding, me Swoop in shock as well." The Dinobot flier agreed.

"I bet Rainbow just has tons of this stuff stored away somewhere at her house! Her job at the Cloudsdale Weather Factory makes her tons of bits I bet!" Scootaloo wondered aloud. Swoop had no idea what the Weather Factory was, so he just nodded along. He reminded himself to ask Rainbow what the Weather Factory was later.

Then Scootaloo spotted it, a official Spitfire plush being sold on the cheap at a blue and white striped tent.

"Oh, I want that one!" She cried and ran over but somepony blocked her way, a older stallion. Scootaloo growled and tried to look as intimidating as possible at the jerk, but failed miserably.

"Sorry kid, but there's only one here and I'm the one who's going to be getting it." The stallion said as he shoved the filly out of the way, before he felt somepony, or rather somebot staring down at him.

"Me Swoop say you should let the kid get what she wants. You wouldn't want to deny a newer Wonderbolts fan the possible start of a collection now would you?" Swoop asked, and the stallion shook his head no in a nervous manner while looking as if he was about to bolt from the scene.

"N-No, I certainly wouldn't want to do that!" The stallion stammered before running off. There was nothing like a big transforming robot to scare a pony, it seemed especially when that robot was a member of the group formerly known as the Lightning Strike Coalition Force. Swoop may have had the friendliest demeanor of the Dinobots besides Sludge, but that didn't mean he couldn't be intimidating if he wanted to be.

Meanwhile Scootaloo was paying for her plush, and once she'd got it she hugged it tightly to her chest with one hoof.

"Oh, I am so snuggling with this tonight." Scootaloo said, and Swoop raised a opticbrow. "Not sleeping with it, huh?" He mused to himself but said nothing aloud to the young filly out of politeness. Eventually, they found their way to the stands of the stadium where Rainbow and Babs were already seated. Comically, Powerglide took up several seats to himself, crushing them under his weight. Swoop soon was doing the same thing as Scootaloo sat besides Rainbow, still holding her plush.

"So, what took you guys so long?" Rainbow asked and Swoop explained what had happened. After which, Rainbow was grumbling something under her breath about finding that stallion and teaching him a lesson. Then, a male announcer's voice boomed, magnified by a spell.

Ladies and Gentleponies, live here in Canterlot... It's the WONDERBOLTS!

Rainbow yelled "Oh yeah!" and threw her hooves up in the air in excitement as the six membered squad flew over head leaving contrails of varying colors in their wake. Scootaloo cheered, this was something she'd waited her whole life to see and now it was finally happening. But then, three familiar sounds accompanied by insect like buzzing filled the air just as the Bolts were starting to get into their first series of tricks.

Powerglide's eyes widened and he muttered "Oh no... It can't be...." as Starscream landed in the middle of the stadium grounds along with Thundercracker and Skywarp and transformed to robot mode even as three insect like robots joined him, one a rhinoceros beetle, another a grasshopper and a third a stag beetle each in black, yellow and purple color schemes before they too transformed as well.

"Decepticons, raze this place to the ground for the glory of Megatron!" Starscream yelled even as a ton of Vehicon jets flew overhead...

(To be continued...)

Author's Note

So, what's turned into a dream come true for Scootaloo in seeing her first Air Show with the Wonderbolts has quickly turned into a possible nightmare now that the Seeker Trio and the Insecticons have arrived....

Anyways, did you think I captured everything well? The excitement, the frenzy of a Wonderbolts show? If you think it needs work, please tell me how to improve on it. Also, just in case any of you are confused about Powerglide meeting Spitfire before, I'll refer you to this other story of mine:

http://www.fimfiction.net/story/328157/outflown

Bios for this chapter:

http://tfwiki.net/wiki/Powerglide_(G1)

http://tfwiki.net/wiki/Ultra_Magnus_(G1)

As a bonus, this is what I imagine Ultra Magnus to look like in-story (Minus Alpha Trion of course.)

And here's Pyro as well:

Part 9: Aerial Assault (The Wonderbolt/Autobot Team-Up Part 2)

Part 9: Aerial Assault (The Wonderbolt/Autobot Team-Up Part 2)

Ponies, let me tell you about them if you are to understand any of the situation that was currently developing. Normally, they live carefree lives with the biggest problems being family drama or the occasional cattle herd going on a stampede. So naturally, when faced with a trio of robotic jets, three insectoid robots and a hoard of flying drones they do the only rational thing. That is, they go completely mental as the Trottingham-born would say and panic ironically causing a stampede themselves. That was the situation Scootaloo, Rainbow Dash and Babs Seed found themselves in as ponies jumped up from their seats and ran every which way as Starscream cackled at the madness currently developing around him once he'd landed.

"Well, isn't dis just great!?!" Babs snapped sarcastically as she threw her front forelegs up in the air in frustration of having a perfectly good air show interrupted. Nobody bothered to disagree with her, for even as a filly she could be quite intimidating when riled.

"If it isn't the Three Stooges and the Beetles minus one member!" Babs ranted as Powerglide pulled out his laser pistol and shot a Vehicon out of the air by clipping it's wing and making it spiral out of control and crash-land somewhere outside the stadium.

"Oh I don't know, I call it free target practice!" Powerglide replied as he blew smoke off his gun. Suddenly he was jumped from behind by Ravage who'd been dropped from midair by Soundwave who hovered over the stadium silently watching the chaos unfold. Scootaloo's eyes widened in shock as she saw her friend get pinned and whistled to Ravage, who turned his attentions to her.

"Hey Morris! Remember me?" Scootaloo shouted, and realized she may have made a very grave error with her rash decision as Cybertronians had long memories and therefore Ravage DID remember her. Him seeing Scootaloo's cutie mark, well that was pretty much the final straw and he felt his cybernetic brain go into a overload of emotions as his rage and humiliation increased before he let it all loose with a loud snarl and a mighty pounce forwards with Scootaloo yelping and jumping to the side as Ravage smashed seats where he landed. He was then hit by a baseball to the side of his head with one hard throw from Babs.

"Why don't youse pick on somepony your own size!" Babs exclaimed focusing Ravage's attentions all on her only for his mistake to be shown when he was kicked to the other side of the stadium by Powerglide. Ravage's eyes narrowed at them, but he knew he felt his own damage, there would be other chances. For now at least, he had to flee.

"Now that's what I call putting the cat out!" Powerglide chuckled while Scootaloo turned to Babs.

"Hey, where'd you learn to throw like that?"

Babs gave her a big grin.

"Pony Island Boardwalk back in Manehatten, I was a expert at knocking down bottles." Babs smirked. "You should have seen the prizes I won."

(AKA The Wonderbolt's Theme):raritywink:

Meanwhile, the Wonderbolts had sprung into action and were taking down Vehicon drone after Vehicon drone in the skies above. Remember when I said they were a branch of Equestria's Navy? Well, this just proved it. Spitfire smirked as she used her wings to shear off a drone's own right wing and make it collide with another in a big explosion.

"Heh, this is just like the old days! Shame Powerglide's not here, it would only complete the picture." Spitfire laughed at the memory, which had rapidly become on her favorites.

"Ah well, there's plenty enough for me to go round, and if I wanted I could throw in little bets with Soarin on who can take down the most if I was feeling competitive." Spitfire chuckled, but she knew there was no time for competition, not anymore when there were ponies in danger and it was for now (At least until the Royal Guard or the Autobots showed up) their responsibility to deal with this mess.

"Okay, I must admit this is almost as good as showing off. Almost." Fleetfoot commented as she flew under a drone to let under that was chasing her hit the first head on and meet in a explosion.

KA-BOOM!

"Now now, don't get too cocky "Flatfoot"!" Soarin laughed as he and Surprise, a white coated pony with a golden mane, flew around several drones fast enough for them to be swept up in a whirlwind.

"Slowpoke." Right..." Surprise sarcastically drawled remembering her own nickname. "Yeah, well earned name for me after this. I'm so getting it changed."

"Don't bet on it, not after how you were late to lunch that one day!" Misty Fly retorted only for Surprise to stick out her tongue at her teammate while Fleetfoot replied to Soarin with a "Cocky, me? Never!"

Spitfire chuckled, her team may have acted like children to one another half the time but they were all family to each other, even if not by blood and had the best job in the world and she was NOT going to let any soon to be cybernetic scrapheaps wreck either of those things. Not while she still drew a breath and had strength in her wings.

While Spitfire was musing to herself, she failed to see Skywarp transform back to jet mode after seeing her and figuring out she was the Wonderbolt leader. Soarin's eyes widened when he noticed the distinct black and purple form fly past him like... well, a jet.

"Spitfire, behind you!" He shouted, forgoing the usual team nicknames because of his concern for his friend.

"Clipper, what is-" Spitfire responded, only for her own eyes to widen as she saw Skywarp's approaching form and she cursed several times with words that would make a sailor blush. She'd been so foolish, she'd completely forgotten about the fact that there were more then just Vehicon drones around and there was a chance one of their leaders would take notice of them wrecking their property.

Skywarp smirked, his targeting sensors had her in his sights. "I have you now..." He mused to himself in presumed victory before crying out "Heat seeking missiles, seek heat!"

PA-WHOOM! The missile went as it zoomed towards it's target. Spitfire tried all sorts of daring aerial maneuvers to try and out-pace the missile or at least make it hit another Vehicon but no dice. Luck was not on her side today. Or it turned out to be when Swoop in dino form came out of nowhere and shot the missile down with one of his own.

"Me Swoop say, no killing Wonderbolts today!" The filer exclaimed, transformed and jumped on top of Skywarp and rode him like a bucking bronco.

"Hey, get off me!" Skywarp roared in fury only for Swoop to laugh.

"Say uncle, and me not shove nose up afterburner!" Swoop replied with a grin. Skywarp growled at him, but when he saw they were heading for the stands he finally relented and let out several cries.

"UNCLE! UNCLE!" He shouted, and Swoop got off but that didn't mean he didn't redirect Skywarp towards something else and the Decepticon crash-landed right where Swoop wanted with the Dinobot musing to himself that "Huh, didn't even know they had uncles."

Thundercracker snarled at the defeat of his comrade and transformed to jet mode and took to the skies to join the battle. His name was well earned, as his engines were one of the loudest of any Decepticon jet. He had his nose set right on Swoop and his missiles locked, but then he felt someone else targeting him. A quick check of his rear sensors revealed it was Powerglide, also in jet form.

"Uh uh, can't let you do that!" Powerglide mocked only to have a cloud of some smoke created by Thundercracker obscure his vision. He couldn't tell which way was up or down and the smoke somehow stuck to him like glue, probably due to whatever chemical mixture was responsible for it's creation in the first place.

Thundercracker laughed to himself. No flier had ever met up with his smoke and came out in one piece from the inevitable crash that resulted.

Sadly, his smugness was soon gone like the wind as Rainbow Dash appeared and with a Sonic Rainboom blew the smoke away and Powerglide "Thanked" Thundercracker for his gift by blasting one of his wings with a laser and sending him spiraling out of control and crashing into the ground below nose-first.

"You know, I KNOW I'm supposed to love and tolerate but with you guys I think I'll make a exception." Rainbow laughed.

Starscream, leader of the Decepticon aerial forces allowed himself a smirk. Victory was assured, despite how valiantly the ponies and Autobots fought (Even he had to give them credit for sheer bravery, or was it stupidity?) it was useless as they were horrendously outnumbered and outmatched by the sheer hoards of Insecticon clones that were about to arrive any second now.

Then, Starscream heard it. A loud noise so distinctive it cut over all the other sounds of the fighting. It came in two sharp blasts, and the Seeker's eyes widened in fear.

HONK! HONK!

For a brief moment, Starscream guessed this was Optimus Prime and he felt terror but then he remembered he hadn't seen Optimus anywhere and relaxed for a moment. That brief moment of calm was replaced by horror when Starscream remembered there was another bot who turned into a semi truck and was as almost as dangerous as Optimus.

He was soundly proven right when the stark white truck cab of Ultra Magnus burst through a wall sending bits of it everywhere even as Starscream and the Insecticons fired laser blast after laser blast but all to no effect, or if it had any it wasn't shown at all as missiles flew from Magnus's trailer and took down Bombshell and Kickback with one barrage.

Then, with a shifting of parts Ultra Magnus transformed to robot mode and his feet landed on the stadium's grass with a mighty THUD as their owner crossed his arms.

"Now, are we going to resolve this peacefully or do we have to resort to more... drastic measures?" Ultra Magnus asked, although he already figured he knew the answer.

He wasn't disappointed when Starscream shouted "Shrapnel, get him!" and purple bolts of electricity arced from Shrapnel's pincers turned prongs and flew right towards the Autobot Second-In-Command, who stood unfazed.

"Now THIS I can deal with." He smirked and detached his missile launchers and combined them with his twin rifles to form a mighty hammer which Magnus gripped tightly.

"Now, you want to see some real lightning? I can provide THAT." He growled and storm clouds gathered and swirled as if by sheer force of will only for a lightning bolt to come down and hit the Magnus Hammer only to get redirected towards the two remaining Decepticons and knock them down.

Groaning, Starscream and Shrapnel slowly got back up but they knew it was over now that Ultra Magnus had joined the fight. Starscream felt rage, humiliation. THIS was supposed to be HIS victory, a destruction of a national landmark just to get back into Megatron's good graces after he'd let those three Element Bearers escape, but no! Just no, as the Autobots had to have shown up and spoiled everything as usual!

Starscream shouted "Decepticons, retreat! There will be another day!" and any Vehicon who was still functioning along with the rest of Starscream's trine and the Insecticons picked themselves up and pulled themselves together and took off into the sky.

As they watched, Spitfire and Powerglide highfived, the day was won and once again the Decepticons had been shown it was never a good idea to mess with either a pony or a Autobot.

In the skies somewhere above Equestria...

Starscream meanwhile was currently having a argument with Megatron over the radio. Needless to say, he was not happy.

"YOU WHAT!?! Why in the pit's name did you call off the attack and tell the clones to turn back!?!" Megatron's voice roared and Starscream tried to stammer out a explanation.

"W-Well, there were A-Autobots and then there were the P-" He whimpered but Megatron just ignored what he deemed to be excuses in his own mind.

"You know what? I don't care. When you get back to base, you and I are going to have a little talk..." Megatron growled out and Starscream swallowed hard...

Author's Note

Okay, first off... Happy Fourth of July to my American fans! Well, to be honest and this is a bit embarrassing really I wanted to release another chapter of my story Frightmare Night or my Scootabelle fic but neither really has been started on for their next chapter and this was finished so it got released instead. Anyways, looks like Starscream's in for it now huh? (If anyone can spot all the G1 and pop culture gags you get a cookie from me.)

Okay, so while I was writing the scene with Ultra Magnus's big entrance (Admit it, you cheered.) I had THIS playing in my head:

Bios you want? Then bios you shall get!

http://tfwiki.net/wiki/Insecticon_(G1)

And not sure if I've already given you these, but if I have here they are again!:twilightsheepish:

http://tfwiki.net/wiki/Thundercracker_(G1)

http://tfwiki.net/wiki/Skywarp_(G1)

Part 10: Learning To Fly

Scootaloo sighed as she lay in a grassy knoll atop a hill outside of Ponyville. The sun was shining, puffy white clouds ever-so carefully arranged by pegasi filled the air and birds sung in the trees and flew through the air. But none of this helped Scootaloo's mood in any way whatsoever. In fact, it only made her sadder. You see, for years Scootaloo had wanted to fly and be up there with her fellow pegasi but no matter how much she hoped, it never had yet to happen as her wings it seemed were just too small to lift her up off the ground except for just a few inches and even that was only for the briefest of moments. Scootaloo sniffed back a tear as she remembered that fateful day when she learned of her problem...

3 years ago... Ponyville Children's Hospital

"So that's it huh?" Scootaloo's mother, a tannish-yellow furred pegasus with a pink mane and three tornados on her flank as a cutie mark sighed sadly once she'd heard the news from Scootaloo's regular physician, one Doctor Horse who was caramel colored with a brown mane and often spoke kindly of his patients. Scootaloo, who was waiting outside the doors, through which only the silhouettes of the two ponies talking were visible leaned in so she could hear the conversation better.

"Yes, I'm afraid so." Horse replied, in that equally sorrowful tone that was full of pity. He could be seen shaking his head as well. He felt truly sorry for Scootaloo, as what she had ahead of her and the news when she got it would break her heart.

"Are you sure, I mean absolutely sure that there's nothing that can be done?" Dizzy Twister asked in the most desperate tone Scootaloo had ever come out of her mother's mouth.

"No, it would take a miracle. In short, your daughter may never be able to fly." Horse said, and Scootaloo's eyes widened and she held back her tears even as Dizzy came out of the doctor's office. Even though in her heart, she knew the news was probably coming, Dizzy still felt the pain when it came. Without flight, a pegasus could never learn to use their full magics that were granted to them. No weather-control, no spectrum creation, none of it.

"You ready to go, Scootsy?" Dizzy asked, and Scootaloo could see it in her mother's eyes. Pity, pity for her and her possible forever boundness to the ground like some common Earth Pony. Scootaloo was bitter and envious towards other pegasi right then, even her own mother and she knew it.

"Y-Yeah, I'm ready..." Scootaloo said, as she and her mother walked off with Scootaloo trying so hard to hide the tears that were coming to her eyes...

Now:

Scootaloo sighed again, there wasn't any point dwelling on the past as you couldn't change it as she'd heard that Autobot Optimus Prime once say. But that still didn't make up for the fact that she WANTED to fly, and the closest she'd ever get to that would be the air she got on her scooter while doing tricks on it.

"Celestia above, why'd you do this to me...?" Scootaloo muttered as she looked to the sky as if expecting the Sun Goddess herself to come down and give her a answer. It never happened. Scootaloo broke down as she curled up into a ball and sobbed into her forelegs. It simply wasn't fair, she was a freak of nature and nothing could change that!

Little did the young pegasus know it, but somepony had seen the whole thing and took pity on her. To understand, we'll have to go back into yet another flashback, this time to a few minutes before...

A few moments before...

ZA-WOOM!

Like a rocket, Spitfire cut through the skies and burst through clouds leaving pony shaped holes in them with a hint of a smile forming on her muzzle. Actually, it was the first real smile she'd given in quite a bit It'd been a week since the attack on the Canterlot Stadium by Starscream and his Decepticons and Spitfire had been in a bad mood about it all week. It had been starting to show and the strain of having been upstaged and her family in all but blood attacked was beginning to get to her, with her barking out orders harsher then normal, putting others through more extreme training regiments and her punishments for anypony who even slacked off duty slightly were actually fairly... well, unfair.

Spitfire didn't want to admit it because of her pride, or hubris if you want to use that particular term, but she was afraid and that fear was born out of what could happen if another attack ever happened again. This time, they'd been quite lucky that the Autobots had shown up and drove off the attackers and nopony was seriously hurt. But next time, who was to say? She could lose a flight partner, somepony who she'd worked with for years. She didn't want that to happen, it would be her worst fear come to life. And the possibility of that fear becoming true seemed to grow more and more every day, as if the world all around her and her family was going to crap and there wasn't anything you could do about it.

Present Time:

It was then, while she flew over the hillsides outside Ponyville she noticed Scootaloo's small form still sobbing. Spitfire wanted to ignore what she saw, she'd never been good with kids but it still nagged at her.

"Aw, damn it. Why do I have to be too nice?" Spitfire grumbled to herself mentally as she did a complete 180 and turned back towards Scootaloo before landing right beside her. Scootaloo took no notice, as she was still sobbing.

"Hey kid, you alright?" Spitfire asked, as she laid a hoof on Scootaloo's shoulder and then she finally took notice of the Wonderbolt Co-Captain and looked up at her, wiping away her tears with her left hoof.

"W-What do you think?" Scootaloo stammered out, embarrassed at how she'd been caught crying by one of her idols. Spitfire knelt down besides the younger pegasus and smiled in a kindly manner.

"Listen kid, you can tell me all about it." Spitfire replied, and Scootaloo gaped at her in shock.

"R-Really?" She stammered out. She never expected to even talk to a Wonderbolt, much less have one listen to her problems! With another smile, Spitfire nodded her head.

"Sure kid. Now I may be no therapist, but I'd like to think I'm good at listening to other ponies' problems and helping them deal with them if I can... Or giving them a kick up the ass if necessary." Spitfire explained, before flushing at having cursed in front of a little filly. She really needed to watch herself. If her mother Stormy Flare had caught her doing that just now, she would have washed her mouth out with soap. (Tartarus, Spitfire mused, she'd have probably made the kid help!)

"So, what's your story?" Spitfire asked. Scootaloo sniffled before she replied.

"Well..." Scootaloo began, before she explained the whole story in detail, making sure not to leave anything out...

A half hour later...

Spitfire winced, the filly's tale definitely wasn't a particularly happy one, that was for sure. Spitfire took a look at her own wings, and closed her eyes. She couldn't imagine what'd be like if she had the same problem and her own wings were underdeveloped. Without them, she'd would never have made it to where she was today and reached her dream, entertaining ponies across the Equestrian Kingdoms.

It was then Spitfire decided, that she had to help this filly. Who knows, for all the Wonderbolt knew she might be looking at her future successor! But still, one thing still bothered her so.

"Sorry to ask, but why isn't your mother helping you with this? Shouldn't she be teaching you how to develop your wings properly?" Spitfire asked, and knew at once by Scootaloo looking away from her she'd asked a bad question.

"It's... It's personal okay?" Scootaloo sniffled even as her mind flashed back...

3 years ago, three months after the hospital visit...

Dizzy Twister was racing home, even as lightning flashed from the storm around her. She cursed to herself, she'd forgotten that there was one scheduled today. She should have gone out earlier, or prolonged her grocery shopping for the very next day when the skies would have or be clearer.

"A-Almost home..." Dizzy panted even as rain pounded down on her. Suddenly, a sudden wind from the storm swept her up in it. Dizzy tried as hard as she could to free herself, but her struggles were all for naught as the winds were too strong. Unknown to her, Scootaloo was seeing all of this from her cloud house's bedroom window.

"MOM!" Scootaloo cried, but she could do nothing as Dizzy plummeted to the rocky spikes below and they seemingly rushed up to greet her with open arms. Dizzy closed her eyes, and thought of her beloved daughter one last time as she accepted the embrace. What happened next, I think I don't need to describe.

"...Mommy..." Scootaloo sobbed to herself as she saw what was left of Dizzy, and the spikes that had killed her.

Back in present time...

Spitfire noticed the sobbing come back to Scootaloo as the young filly whispered "Mommy..." and used her wing to draw her into a hug and the Wonderbolt began to whisper comforting words into the filly's ears.

"It's okay, I'm here now... Shh." Spitfire whispered and soon the sobbing stopped. It was then Spitfire had a realization. Even if the world seemed to be going down the toilet all around you and you could do nothing but watch, that didn't mean you could let others suffer. You could help them, help them improve their lives even if it was only a little bit and be there for them when they needed it. You had to treasure these moments, for you didn't know what tomorrow might bring.

"Kid, tell you what." Spitfire said at last, and Scootaloo looked up at her again, even with tears still dripping down her face.

"You want to fly someday?" Spitfire asked, and Scootaloo nodded. At that, Spitfire smirked.

"Then I'll help you get there."

END

Author's Note

Okay, I'm so so sorry for the very long wait for this, but I had a nasty case of Writer's Block. But, then it happened. Like a few other times when I've been in a slump of some sort I listened to music, and then this song began to play.

(Yeah, so I like Pink Floyd. Sue me.)

Just listen to the lyrics and you'd see why this song is perfect for Scootaloo and Spitfire here and the chapter's generally tearjerking tone. Yeesh, bet you guys are glad at the end it turns to a more hopeful note, right? Relax, Scootaloo will fly someday, I'm not completely cruel. Anyways, I thought seeing as how it's usually Rainbow who's teaching Scootaloo to fly why not switch things up a bit and have one of the Co-Captains of the Wonderbolts do it and show her softer side?:scootangel:

I'd like to think the moral of this chapter could apply to us and our lives today in the world, with all of the crap going on, we really do have to treasure the small things in life, and help others if we can. And uh... Sorry about Dizzy's death scene. If anyone thinks it was too needlessly brutal please speak up.

Yeah, I know, no Cybertronians here but that'll change for the next chapter I promise. Next time, Wheeljack attempts to be the Ponyville Schoolhouse's substitute science teacher. ...Yeah, that'll end well.:trixieshiftleft:

Part 11: Wheeljack and the Science Fair

Somewhere in Equestria...

Swamps, Breakdown had very recently decided in the last few minutes were the Pits. He'd thought he'd seen it all when it came to the filth this Primus-Be-Damned world could come up with, what with it's rules of love and friendship between... (Breakdown's mind had to force itself to say the word.) cute pastel colored ponies. But no, he'd soundly been proven wrong when it came to this. Why was he out here again, the bulky blue Decepticon thought/grumbled to himself before he remembered.

"Oh yes, Soundwave detected something coming down out here and oh so our glorious leader (Breakdown was severely though of revising his opinions about Megatron in his mind about then.) wants me and Brawl to have a little look see." Breakdown reminded himself, clearly none too pleased about his assignment.

"Well, if this thing is so important why can't Megatron come down here himself to collect it?" Breakdown muttered as he trudged through swamp water with tall trees looming all around him and unseen and unknown creatures making various sounds somewhere in the misty gloom.

"Brawl? Where are you, you big lunkhead?" Breakdown yelled, calling out for his partner and soon enough a olive green tank crashed through the undergrowth and transformed into a robot with tank treads for shoulders and black head with a faceplate to cover his mouth and a blood red visor for the eyes.

"Right here, you didn't have to yell so loud. You want the whole forest to hear us?" Brawl grumbled and Breakdown could swear he was rolling his eyes under his visor.

"Pretty sure your clanking in that tank form of yours probably already did the trick." Breakdown retorted sarcastically but Brawl ignored him and they moved on. Eventually the twosome came to a downed Stasis Pod embedded in a hillside, it's hatch open and a leg sticking out of it.

"THIS is what we came here to retrieve?" Brawl exclaimed in disbelief as he checked the leg and moved it. There was no reaction from whatever it belonged to.

"Well, whatever it was looks to me like it didn't survive the crash. Gah, this place is the Pits. I'm leaving." Breakdown grumbled as he began to walk off. His fellow Deception shouted after him.

"We're supposed to bring this thing back to the Nemesis, expired or not! Orders are orders, and I'm sticking to them!" Brawl yelled but was ignored.

"And I'm following common sense and getting out of here." Breakdown retorted and transformed to his vehicle mode and drove off. However, eventually he found himself lost deep in the swamps. Sighing, Breakdown transformed back to bot mode to take a scan failing to notice what was creeping up behind him...

Next thing Brawl heard was a loud scream cut through the forest, failing to notice the pod behind him was now empty...

Ponyville Schoolhouse

It was just about time for school to let out for the day and you could feel the excitement in the air as everypony readied their saddlebags for the journey home. However, while the students were happy, their teacher in fact wasn't. Ms. Cheerilee actually was rather worried, and it showed on her face as she graded the papers from the math test earlier that day.

"Well, isn't this just great..." She panicked in her mind before she took a few short, sharp breaths to calm herself. "Calm down, you can handle this problem. You've dealt with worse disasters before. Hey, maybe disaster is too strong a word. Minor crisis, yeah that's a much better term."

As you can see, her calming down techniques weren't working particularly well. Then, the bell rang and pretty soon everypony was scrambling out of their desk chairs.

"Alright everypony, single file out the door! Oh! And remember, the Science Fair is coming up next week so you'd better have your projects ready!" Cheerilee called as everypony ran out the schoolhouse door even as she mused to herself "Yeah, and I'd better have my problem dealt with..."

As they walked out the door, the CMC chatted about the upcoming event that had been the talk of the class for days.

"Isn't this awesome? I so know what I'm doing for this!" Scootaloo exclaimed in excitement while Sweetie gave her a deadpan look.

"It's that baking soda volcano thing isn't it?" Sweetie said dryly.

"Noooooo..." Scootaloo replied in a tone of voice that sounded suspiciously like denial to Sweetie. Then all three Crusaders heard a familiar voice yell out to them.

"Hey, better be prepared to lose to our super-awesome project Crusaders!" Diamond Tiara yelled out to them as she and Silver hoof bumped and trotted off with heads held high. Scootaloo stuck out her tongue and blew a raspberry at them before she noticed Apple Bloom's expression in her face. It was one of worry.

"Hey, something wrong? Don't tell me you're actually nervous about whatever lame projects those two losers can cook up." Scootaloo tried to reassure, but her friend only shook her head.

"Naw, it's not that. It's just... Did Ms. Cheerilee actually seem worried to any of y'all?" She asked and Sweetie looked thoughtful at that.

"Well, now that you mention it..." Sweetie murmured before she rushed back inside with her two friends following. When their teacher saw them, a expression of surprise came to her face.

"G-Girls... What are you doing here? I thought you were going home." Cheerilee asked from behind her desk.

"Well, you looked worried about somethin so we wanted to find out whut." Apple Bloom replied and Cheerilee let out a long sigh.

"Oh, s-so you noticed?" Cheerilee stammered in surprise. "Well, it's just that... I can't seem to find any judges for the Science Fair besides me and Mrs. Harshwhinny. We need a third!"

Then, a crazy idea came to Apple Bloom's mind as she grinned.

"Don't you worry none, Ms. Cheerilee! We know the perfect pony for the job! We'll have him here quicker then you can spit!" The youngest Apple exclaimed.

"We will?" Sweetie whispered to Scootaloo, who could only shrug. Cheerilee meanwhile, looked greatly relieved, as if a weight has been lifted from her shoulders.

"Thank you girls. If you ever need a favor..." Cheerilee trailed off as she wiped sweat from her brow. Apple Bloom face a innocent smile as she tried to press her luck.

"Well, speaking of favors, maybe you can raise our grades... Just, Y'know, a little?" She asked and Cheerilee glared as she pointed to the door.

The Ark: Wheeljack's Lab

When the CMC arrived at the lab, both Scootaloo and Sweetie were gaping at their friend.

"Please tell me you're not serious?" Scootaloo deadpanned. She simply couldn't believe that THIS was the judge her friend had in mind.

"Never been more serious in mah life." Apple Bloom replied to her seemingly missing her friend's sarcasm and Scootaloo groaned and facehoofed as they walked inside the lab where it's owner was already hard at work on another one of his projects. When he finally took notice of the three, Wheeljack's head lights lit up blue in happiness.

"Ah, step into my lab! What do you need? Freeze-Ray, something that can make somepony think they're in a work of fiction? Mini-Discord? Cause I can make all of those things you know, and more!" Wheeljack bragged.

"Actually... It's nothin like that." Apple Bloom replied as she shuffled her hooves. "We want (Behind her, Scootaloo mouthed "We?") you to be a judge for our school's Science Fair."

Wheeljack actually seemed pleased at the prospect.

"Of course I'll be there! Just as soon as I finish with... this." He said, gesturing to his project which blew up right about then in his face.

"Ya know, just be safe we should probably get someone else, just to keep a eye on him." Apple Bloom whispered to Scootaloo who replied nervously "Yeah, probably best." and nodded.

Next thing anyone in the Ark heard was the sound of Pyro's voice letting out a loud yell of "You want me to supervise WHO?"

"Pleeaasse?" The CMC asked collectively, with puppy dog eyes. Eventually, Pyro sighed to himself and rubbed his temples.

"Fine, fine, I'll keep two optics on old Jackie, often as I can spare them." Pyro replied cheerfully, although if you listened closer you could detect a hint of unhappiness in his tone. Nearby, Wheeljack took Scootaloo aside and whispered "You know, I have a idea on how to improve your volcano..."

Elsewhere, Ms. Cheerilee felt a distinct sense of uneasiness come over her...

One Week Later...

Time passed, and soon it was the time for the Science Fair. It was held outside the Schoolhouse, near the playground where various booths had been sat up with all sorts of projects sat up on them. Nearby, was a judging table where Mrs. Harshwhinny and Ms. Cheerilee sat, with the schoolteacher growing more nervous by the minute as the third judge still hadn't shown up.

"Come on, where is he? The girls said he'd be here. Please tell me he hasn't forgotten." She worried and wiped a bit of sweat from her brow. Then, she heard the sounds of two engines and looked to see a airport fire truck and a Lancia Stratos racecar drive up.

"Oh no, please don't tell me..."

But sure enough, the two vehicles transformed into Pyro and Wheeljack, with the latter rubbing his hands together like a mad scientist. Needless to say, this didn't help Cheerilee's nerves.

"Well, shall we?" Wheeljack asked.

And so, the foursome went about judging the various projects (Although, in Pyro's case, judging wasn't really the right word. All he did was write on his notepad and I quote directly "This mission is so BS.") Eventually they came to the last three projects, the first being Pipsqueak's model pirate ship which earned various good scores from all four although Wheeljack had this to say:

"Impressive, although maybe you should have added working cannons."

The young colt saluted and said "A smashing idea, Mr. Wheeljack sir!" while Cheerilee actually looked terrified.

At this, Pyro turned to his fellow Autobot and deadpanned "Y'know, now he's going to come back next year and do exactly that and blow that schoolhouse to Kingdom Come, right?"

Next, they came to Diamond and Silver's project, a Pinkie inspired cannon that instead of confetti, shot glitter instead. Pyro's only reaction was to hold up his notepad and it read "What the-(Redacted)?"

Finally, they came to Scootaloo's project: A metal volcano crackling with energy.

"Uh... Uh, tell me... Is it active?" Harshwhinny asked nervously and Scootaloo pressed a button and the next thing anypony knew a huge beam of energy shot up from the volcano and burst a hole through the clouds nearly hitting Cloud Chaser who let out a loud "Hey!"

Next, everyone else was looking directly at Wheeljack. They knew he had something to do with this somehow.

"Uh... Maybe we can do this again next year?" He laughed nervously.

END

Author's Note

Okay, so I know in my latest blog post about this story I said I'd post this next week, but I figured you guys have waited long enough for the next update so I decided to take pity on you and update a few days early.:scootangel:

Anyways, on the chapter or it least it's first part. As you can see, something mysterious has landed in Equestria and the Decepticons want it, whatever it is. (If you've watched Beast Wars, I think you should be able to figure out what this something is, but please, keep it to yourself.) If anyone is questioning why I used Breakdown and Brawl for the ones to investigate the Pod, I had their Combiner Wars figures by my side as I was writing the chapter and I thought "Oh, what the Hell?"

Part 12: Sister Spitfire

Rainbow Dash's Cloud House: Cloudsdale

Bring! Bring!

Scootaloo groaned and stuffed the pillow over her head to try and drown out the sound of the alarm clock ringing. Wonderbolts themed it may have been, but that didn't mean it wasn't completely annoying to hear this early in the morning, or any other time of day for that matter. Scootaloo mumbled a few very unfilly friendly curses she'd learned from Rainbow Dash towards whatever moron of a pony had decided to be the one to invent alarm clocks in the first place.

Bring! Bring!

"Oh, won't you just shut up and leave me be?" Scootaloo muttered to herself but still that thrice-be-damned sound persisted.

Bring! Bring!

So finally, Scootaloo had enough of it. With a mighty buck that would do Applejack, or at least her younger sister proud, she sent it flying out the cloud home's bedroom window and crashing all the way down to the ground below and making it shatter into a million pieces. One tiny gear even flew through Time Turner's mane, and shaved off a little bit of hair from his head.

"Oi, it's bad enough there aren't any fish fingers or custard at the marketplace, but now this? Well, I say this is just the bloody last straw for me today!" He exclaimed quite annoyed by this sudden case of bad luck, while his wife Derpy Hooves and her two children Dinky and Derby could only do nothing but erupt into fits of giggles at the sight of him.

"Well, so much for family support around here..." Time Turner muttered at the turn of events and his family's amusement.

Back up in Scootaloo's bedroom, the young filly yawned and stretched her forelegs, before pulling off the teal blue sheets covered in Rainbow Dash's Cutie Mark and tossing them to the side before she ruffled up her purple mane to it's natural messed up style and then picked up her Spitfire plush she'd gotten ahold of from that ill fated air show back in Canterlot the Cons had attacked and looked at it seriously before speaking to it.

"Well, time to start another awesome day. I'll see you later tonight." She promised before leaping out of bed and to the cloud comprised floor and going for the door but before she could open it she was beat to it by none other than Rainbow Dash herself.

"Hey squirt, ready to come down to breakfast?" She asked before she noticed something and rubbed a hoof through her mane in confusion.

"Hey, wasn't there a clock in here?" She asked and Scootaloo blushed before she quickly thought up a lie.

"Er... I lost it?" Scootaloo replied to her adoptive sister sheepishly.

"Okay..." Rainbow trailed off, not entirely believing her. "Anyways, I'm making pancakes!" Rainbow proclaimed and before she could even finish speaking her sentence, Scootaloo was already gone in a puff of smoke leaving the older pegasus to chuckle to herself.

"Heh, kid's getting to be as almost as fast as me. Almost." Rainbow smiled before she followed after her young charge down the stairwell to the dining room. It was while Rainbow cooked the absolutely mouth-watering smelling pancakes to the tune of Positive Charge, Negative Charge's Shot Down in Flames as Rainbow hummed along to the song that then the doorbell rang.

Ding-Dong! It went and Rainbow sighed before she muttered "Yeah yeah, I'm coming. Hold your horses..." before she went to the front door and opened it. Her jaw dropped several feet at who she saw.

"Hey cadet, surprised to see me?" Spitfire laughed at Rainbow's expression as the Wonderbolts reserve member struggled to pick her jaw up off the floor before quickly saluting her commander. You see, Rainbow had become a Wonderbolts reserve member just only a week ago after training at their academy, nicknamed "Top Wing" despite having issues with a reckless fellow pegasi named Lightning Dust. Rainbow frowned mentally at the memory of her. She was what pegasus could have become if she cared only about herself and just showing off. Absentmindly, she wondered whatever happened to her. Rainbow then brought her thoughts firmly back to the present, and Spitfire, when said pony coughed.

"You distracted by my looks cadet? I know I'm attractive but..." Spitfire teased.

"Captain S-Spitfire sir, no I mean ma'am!" Rainbow corrected herself before she continued. "W-What are you doing here ma'am?" The multi-color maned pegasus asked in a shocked tone to which the Wonderbolts Co-Captain could only chuckle.

"Relax cadet, we're not on base so it's just Spitfire right now. So just calm down. I'm supposed to be the one with a stick up her ass all the time." Spitfire responded in a joking manner and Rainbow, upon hearing this relaxed her posture and rested a hoof up against the doorframe.

"So... Uh... Spitfire, what use of my awesome services do you need? Decepticons need a flank-kicking? Clouds busted?" Rainbow asked excitedly before a idea came to her mind and a big excited grin stretched itself across her face. "Wait, are you finally here to promote me to a full fledged Wonderbolt?!?" She asked, but Spitfire shook her head.

"Actually, it's not you I'm here to see." Spitfire smirked and soon all of Ponyville below heard a certain young filly's excited shout of "YYYYYYEEEEESSSS!!!"

Later that day...

"Alright, stretch those little wings of yours!" Spitfire barked in full drill sergeant mode at Scootaloo as they stood in a empty field somewhere outside Ponyville with Spitfire ready to begin the young filly's first day of flight training. Spitfire growled to herself, Scootaloo should have received this training much sooner in her life, every pegasus should be up there flying in the sky feeling the wind rushing through their manes. Whoever thought it a good idea to put off her training this long was a idiot and deserved to be put on the Dizzitron at it's highest setting and used as it's personal guinea pig-er, safety tester. If somepony had actually cared enough to train her earlier, (She couldn't blame Rainbow Dash, as the pegasus had only learned of the problem after Spitfire has told her.) then maybe Scootaloo would have been flying sooner, wing problems or not.

"Yes ma'am!" Scootaloo shouted back before she spread her tiny wings just like her trainer asked.

"Now, all you need to do is take a running start." Spitfire continued, and Scootaloo looked at her before Spitfire barked loud and clearly "NOW!" in a authoritative tone that left no room for argument. Scootaloo swallowed hard, she could now see clearly why Spitfire was known as the Flank-Buster among the Wonderbolts.

"Well, what are you waiting for? Discord to free himself from stone and offer you a care package, sympathy cards and do the hokey pokey for you?" Spitfire asked sarcastically and finally Scootaloo took her running start and at the end of it, jumped as high as she could and flapped her little wings as hard as she could muster. But it was all for naught as she never made it but a few inches from the ground and landed there emitting a soft "Oof!" as she created a small dust cloud of dirt from her landing.

"Again!" Spitfire ordered. She intended to get Scootaloo flying no matter what it took.

"Hey... Uh, maybe we could ease up on the training a bit?" Scootaloo asked but Spitfire shook her head.

"No, we'll work all day if we have to just to get you to finally fly. That's what you want right?" Spitfire asked.

"B-But I had crusading scheduled with the girls later today!" Scootaloo exclaimed in shock.

"Well, too bad! You'll just have to re-schedule for a later date." Spitfire responded in a annoyed tone as she thought "This is why I never work with kids."

"Rainbow Dash would never treat me like this!" Scootaloo shouted back in anger, nearly close to tears.

"Well, I'm not Rainbow Dash am I?" Spitfire finally snapped, and at this Scootaloo burst into tears her image of one of her heroes shattered to bits in her mind as she ran off into the distance sobbing. Mentally, Spitfire herself looked unshakened but really wasn't as she cursed herself.

"Well, now you've gone and done it Spits. You've probably broken a little filly's faith in you. Hope you're real damn proud of yourself." She mused and looked towards the sky and asked "What would you do mother?"

When she of course received no answers, Spitfire growled to herself and muttered "Gah, maybe I'll feel better after a couple of drinks..."

Wonderbolts Academy

A hour or two later, after Spitfire had spent some time at her favorite bar in Cloudsdale, the Mighty Wing, she received a visitor. Or rather two visitors.

"Uh, yeah. I believe we need to speak." A male's voice said from Spitfire, and she felt two huge forms looming over her while she saw the cadets she was training for the day run off and Soarin said "Uh, I think I need to take my leave." before quickly joining them. Now rather worried, Spitfire turned, and then found herself looking upwards at the forms of the Autobots Prowl and Grimlock, both with their arms crossed as a huge white and red jet fighter rested nearby, obviously another Autobot. Spitfire didn't even need to guess why they were here.

"So, lemme guess... You heard?" Spitfire asked dryly, trying to mask her worry with humor. Grimlock wasn't fooled in the slightest and Prowl had to hold him back.

"Easy Grimlock. Let her explain herself first." Prowl said in his usual calm and logical tone.

"There's nothing to explain. I broke a filly's trust." Spitfire replied to him, quite ashamed of herself.

"Yeah, and me Grimlock ought to fry you for that with me's fire breath." The Dinobot leader growled before he let out a resigned sigh. "But you ponies preach love and tolerance, so me give you one more chance. But just one, understand?"

Spitfire nodded nervously, suddenly feeling like a little filly herself.

"Scootaloo told me Grimlock about what happened, all in tears." He snarled, and Spitfire worried if the T-Rex transformer was about to scorch her with his flamethrower. But he didn't. Instead, he had this to say.

"And me think I know where you went wrong. You're treating her like a full grown adult, like one of your cadets here instead of like the filly she is." Grimlock theorized as Spitfire nodded as she knew he was right. Prowl stared at his fellow Autobot in shock.

"Since when did you get so wise?" He gaped.

"What you talk about? Me always been this smart. But you no tell anyone agreed? I have a reputation to uphold, after all. Don't want Decepticons to know me am getting soft." Grimlock laughed.

That evening, just as Celestia's sun was beginning to set casting a red and gold glow over the horizon Spitfire was back at Rainbow's cloud home outside Scootaloo's bedroom with the door directly in front of her muzzle. She took a deep breath before knocking.

"May... May I come in?" Spitfire asked nervously. She had to do this right after all.

"Yeah... Sure, I guess." Scootaloo muttered to herself and Spitfire opened the door to the bedroom.

"What do you want?" Scootaloo asked, a slight growl in her voice and her eyes still red from crying.

"To apologize. I should have realized, you're not like any of the cadets I normally train. You're just a kid, and I should be treating you like one and lighten up the training... But just a little, understood?" Spitfire replied, genuine apologeticness and shame in her voice. She waited for any insults that che was sure to come. Instead, all she got was a look of confusion from Scootaloo.

"What changed your mind?" She asked.

"Well, your dad may have come down to see me at Flight Camp and gave me a kick up the flank that I needed. ...And he may have slightly threatened to fry me with his fire-breath." Spitfire admitted, rubbing her head sheepishly while Scootaloo laughed. That was Grimlock alright.

"Thank you. Just thank you... Sister Spitfire." Scootaloo whispered as she hugged her, and the Wonderbolt could only smile as Rainbow Dash looked on, and wiped a tear from her eye.

END

Author's Note

Hoo boy... You have no idea how long I was stuck on this chapter in how to write it. I had the basic plot in my mind, but just never could get the motivation to write until last night.

Anyways, in Spitfire in this chapter. Here, I imagined because of how long she's been a Wonderbolt, I thought she wouldn't have much of a social life outside her friend's there and therefore wouldn't have spent much time with kids outside of signing autographs for them and therefore wouldn't know much on how to interact with them, just like I showed the last time with her in Learning to Fly.

On a related note, has anyone ever imagined Spitfire ever saying that famous line from Top Gun, "Your ego is writing checks your body can't cash!"?:derpytongue2:

Next time, War Dawn and the origins of Optimus Prime!:coolphoto:

Part 13: War Dawn

Cutie Mark Crusaders Clubhouse: Sweet Apple Acres

It was another fine day in Equestria, and the sun was blazing high in the sky above the small town of Ponyville as puffy white clouds drifted softly through the springtime sky. It was one of those days where you just wanted to kick back and do absolutely nothing at all and basically just be lazy. For a certain foursome of fillies however, doing absolutely nothing was not in their agenda. In fact, they had a long list of things that they wanted to try. While the CMC has earned their coveted Cutie Marks by beating up and defending their class from the Decepticon known as Ravage, that didn't mean they couldn't try new things right? Besides, Babs had still yet to earn her Mark, and still didn't know what her special talent was so until that time came, it was full steam ahead with trying anything and everything to try and figure out what her Mark would exactly be. Plus, if the CMC has fun along the way that was just a bonus.

"So Crusaders, let this meeting of the Cutie Mark Crusaders come to order!" Sweetie Belle announced as she banged a gravel like a judge would to bring a court to order.

"So, what's on the agenda today gals?" Apple Bloom asked as she watched Sweetie pull out a list and unfold it before the younger Belle sibling began reciting off the list. Babs gaped as she saw the list roll directly past her.

"Yeah, it's a long list." Apple Bloom whispered to her cousin.

"So I noticed." Babs said dryly.

"Jeepers, when youse gals said that you had a good amount of ideas you weren't kidding. I thought youse was exaggerating." She remarked, quite stunned.

"Hey, nothing like coming prepared right?" Scootaloo replied to her. "All of these ideas are things we meant to try before that attack on the dam by those walking scrapheaps, but never got around to."

"If your Mark is somewhere, it's bound to be in here!" Apple Bloom interjected. "It's just got to be!"

"Sweetie, if you please?" Scootaloo then said as Sweetie continued her recitations.

"Well, let's see here..." Sweetie recited off the list. "Bungee jumping, filmmaking, historical catalogurers..." She continued, before Babs suddenly jumped in.

"Wait, historical catalogurers?" She interjected. "That sounds awesome!"

"Wait, seriously?" Scootaloo replied. "You want to earn your Cutie Mark in that?"

"Hey, it does sound like fun to me." Babs said back as her cousin put a foreleg around her shoulder in support.

"Besides, this is my cousin's Mark we're talking about, not ours. It's her choice." Apple Bloom added. If her cousin wanted to get her Mark in cataloging history, so be it.

"But all of Ponyville's history is so boring!" Sweetie Belle complained. Babs smirked back at her.

"Who said anything about PONYVILLE'S history?" She asked as her friends gave her a look of confusion before a look of dawning realization settled over them. Scootaloo voiced their thoughts perfectly, all summed up in one single word.

"Awesome!"

The Ark

So, it wasn't even a hour later all four members of the Cutie Mark Crusaders found themselves back at crashed Autobot base in the hills outside of town talking to not just one of the oldest Autobots on the ship, but one of the oldest Autobots in general, the war veteran known as Ironhide. A bright red Autobot who turned into a pick-up truck, this particular transformer had seen just about everything and was, if you were willing to look past his almost constantly grumpy demeanor, always willing to have a story or two to tell.

"So, you kids want to hear some of my old war stories huh? Ah should warn ya right now, they're not for the weak." Ironhide warned, his version of the southern accent coming out in his speech patterns.

"Hey, we're a lot tougher then we look!" Apple Bloom retorted, slightly annoyed that Ironhide thought them as just kids who needed to be protected and coddled away from the world's evils. They could handle themselves, even if they didn't look like it.

"Besides..." Scootaloo put in. "If we can handle those Decepti-Punks in the modern day, I doubt there's ANYTHING that can rattle us in any of your stories." She replied and Ironhide let out a deep belly laugh at her before he ruffled the young pegasus's manestyle and then smiled.

"Well, Ah guess Ah can't argue with that logic." Ironhide chuckled. "But if y'all get nightmares and any of your older sisters come to me about it..."

He shuddered. Angry Deceptions he could take, but angry older siblings who happened to be mares? Give him a battle against Devastator anyday!

"Alright then..." Ironhide finally said after a few moments of hesitation. "So, Ah'll give you a really good one right off the bat. Any of you ever wanted to learn the origins of Optimus Prime?"

The filly foursome leaned forwards and Ironhide chuckled again.

"Ah'm going to take that as a yes." He remarked. "Now, it began over five million years ago..."

Scootaloo suddenly groaned out "Wait, don't tell me that this is going to be one of those LONG stories."

Ironhide just rolled his eyes at her before speaking.

"All of mah stories are going to be long ones, considering the timeframe they took place in." He replied before Apple Bloom quickly shushed Scootaloo by clamping a hoof over her jaw and hissing "Shut up! Ah wanna hear this!"

"Now if Ah may continue?" Ironhide asked sarcastically. "It was in the early days of the war, before Optimus ever became a commander. Actually, he wasn't even known as Optimus back then..."

Cybertron: Over five million years ago...

The docksides of Cybertron's capital city, Iacon hustled and hustled with activity. At one particular warehouse, a group of young Cybertronians got to work with their daily duties. One was a red and blue bot, another was his girlfriend, a bright pink robot with a mechanical ponytail and the final robot was orange and blue with a racecar driver like helmet attached to his head.

"Alright, I want all of those Energon crates stacked nice and neat! No slacking!" The orange and blue bot, who went by the name of Dion ordered. Nearby, another robot who was obviously a younger version of Ironhide provided security.

Suddenly, he noticed the red and blue bot watching the skies.

"Oi, Orion!" He called out. "You're supposed to be working, not watching the skies like some astronomer from the Stellar Galleries!"

"Sorry, it's just..." Orion apologized before he pointed skywards. "Well, look!"

High in the sky above, a group of four Cybertronians flew overhead. Three were jets with the exact same design, with the only variation between them being their color schemes with final one obviously being a younger Megatron.

"Hey, isn't that the new group of bots from out of Kaon?" The ponytailed robot, named Ariel asked in interest.

"Yeah, it is! Cool, huh?" Orion replied to her in a excited tone of voice. He could barely believe it, he'd heard many things about this group of flying transformers but he had never believed any of them until now that he's seen them in the flesh, so to speak.

"Don't you start overloading on us now Orion." Dion teased, before his voice became more serious. "You and I have both heard the rumors about them, and what they've been doing with those fancy abilities of theirs."

Ironhide nodded as he used his hand to shield his optics from the sun's glare.

"Kid's right. Ah personally don't trust any one of them in the slightest. They just rub me the wrong way." He added in.

"Aw, you two are just being paranoid." Orion said, brushing off their concerns in the way one would a fly.

Present Day...

Back at the Ark, all four fillies were stunned speechless. They could barely believe what they just heard. Optimus Prime, looking up to Megatron and the Decepticons off all bots? If they hadn't heard it out of Ironhide's vocal receptors, they wouldn't have believed any of it.

"Wait, so Optimus Prime actually looked up to MEGATRON?" Apple Bloom asked in disbelief.

"Like I said, these were different times." Ironhide replied.

"Aw come on, this story is boring. When are we going to get to the flank-kicking already?" Scootaloo demanded.

"In a minute!" Ironhide snapped at her. "You still need some more background context to understand this fully. Anyways..."

Iacon, five million years ago...

It wasn't long before Megatron and the three seekers he had with him landed outside the warehouse with Orion greeting him.

"Hello there!" Megatron said in a friendly way. He mentally growled, oh how it burned him just to act like this. Thankfully, he knew he wouldn't have to do it much longer. All he needed was just to gain access to the warehouse and for it's security systems to be turned off.

"Right back at you, friend." Orion greeted. Megatron chuckled, seemingly at some private joke even as some purple trucks with crates on them rolled up.

"What is it that you store here?" Megatron asked and Orion explained that it was mostly just spare Energon that no one used although they'd take anything really. Megatron smiled darkly even as Orion turned off the security systems to allow Megatron's group entry.

"And that's all I needed to hear..." He laughed before giving the order.

"Decepticons, ATTACK!" He screamed and the trucks and their "Goods" transfomed into Vehicon drones. Dion and Ariel tried to stop them, but we're hit by a barrage of laser blasts. Ironhide tried as well, but only received a punch to the face for his troubles.

"Wait! What are you doing? Stop!" Orion yelled and tried to take on Megatron but was swiftly taken out by a backhanded strike from the Decepticon leader, who along with his forces robbed the place of everything it had before going skywards once more. What they didn't see was another robot, one with burgundy and purple armor along with a long white beard arrive to the scene after he'd heard everything.

"Common wisdom would tell me to take you all to a hospital, but..." Alpha Trion began as he picked up Orion Pax off the ground. "I'm not sure you have the time left in you to withstand such a journey. Guess it's up to me then." He sighed before taking the young bot and his friends back to his lab where after many hours of toil he was finished at last. The bot once known as Orion Pax set up in Alpha's laboratory table.

"I looked up to Megatron for his power. But I failed to see how he used that power." Optimus Prime snarled as his optics blazed in anger for his fallen friends and his fist crackled with energy. A valuable lesson had been learned that day, and Megatron had gained a powerful new foe to fear...

Present time:

"So I assume Megatron got what's coming to him?" Apple Bloom asked, seething with rage at what Megatron had pulled.

"Yeah, he did and then some!" Ironhide proclaimed even as the four fillies rushed out of the room with Scootaloo exclaiming "Thanks for the story Ironhide!"

Then, Babs checked her flank. It was still as bare as the day she was born.

"Awww man!"

END

Author's Note

Okay, so yeah I did a adaptation of the G1 episode War Dawn, so sue me. Anyways nothing much to note about this chapter except instead of the Aerialbots, we get Ironhide and no time travel is involved.

Bios for this chapter:

tfwiki.net/wiki/Optimus_Prime_(G1)

tfwiki.net/wiki/Megatron_(G1)

tfwiki.net/wiki/Ironhide_(G1)

And because his wasn't in the last chapter...

tfwiki.net/wiki/Brawl_(G1)

Part 14: Nightmare Night: Cybertronian Style!

The Ark: Grimlock's Quarters

"Me Grimlock think this stupid beyond belief." Grimlock's voice growled in his personal quarters at the Autobot spaceship known as the Ark. Currently, he was wearing a custom designed costume by his wife, Rarity. The costume in question, if one could call it that was a big white sheet with holes for Grimlock's eyes, tail and arms making him resemble a ghost.

'Why me Grimlock have to dress up like this?" He questioned his wife, who rolled her eyes.

"Because Darling, you have to dress up, it's part of the tradition for later tonight. Your kids and the rest of the Dinobots if I can manage it, along with what I hear young Pyro as well will be joining in on the fun." Rarity replied with a sniff. Grimlock chuckled at the idea of the rest of his team dressing up as ghosts or whatever Rarity had in mind. It just sounded dumb and frankly ridiculous in his mind. The only way he saw it actually happening was in fantasy land.

"Ha, good luck with that!" Grimlock chortled to himself, making Rarity look harshly at him with her best death glare.

"Oh, don't get yourself all in a huff. I can do anything I set my mind to, and you know it. I'm just stubborn that way." Rarity replied in a dry, deadpan tone of voice. "I have to be that way, I married you didn't I?"

Grimlock rolled his eyes under his sheet and tried to stomp off with Rarity calling after him.

"Wait, I haven't even added the-"

THUD!

Grimlock had tripped up and fallen with a crash to the floor.

"...Glitter." Rarity finished with a groan at Grimlock's little accident before a thought came to her like a thunderbolt.

"Hmm, maybe I should have just covered you in talcum powder." She wondered aloud.

"Probably not a good idea. Make me sneeze." Grimlock muttered, feeling absolutely humiliated by his trip and fall to the floor. Rarity only groaned to herself. She had a feeling it wouldn't be for the last time that day. If only she knew how right she was...

Golden Oaks Library: Ponyville

Meanwhile, at the Golden Oaks Library back in the small town of Ponyville Twilight Sparkle was hard at work. But it wasn't hard at work on her costume as you'd expect, but she was instead hard at work on something else. You see, the Decepticons hadn't been the only ones to discover the X branded pod come down in the Equestrian Swamps, she had as well using a sensor device she'd been developing on and off over the past few months. A few days ago, it had finally been finished and had detected the pod come down as during it's field test.

"Hey Twilight, what are you doing?" The young drakeling known as Spike asked his adoptive mother in curiosity. "I thought you'd be working on a costume. It'd take quite a lot to top that grandpa costume from last year." He teased, making Twilight huff to herself. It was still a sore point with her with everyone mistaking her Starswirl the Bearded costume for something else like a scarecrow or a old grandpa like Spike had suggested.

"Spike..." Twilight began, quite annoyed. "For the last time, that was a costume of Equestria's greatest magician, Starswirl the Bearded not something as... as simple as a grandpa!" She yelled in further annoyance, making Spike laugh.

"I know that, I was just messing with you Twi. You really need to lighten up, take things less seriously." Spike chuckled making Twilight glare her harshest glare at him and Spike backed up in fear. Twilight then felt immediately guilty. She hadn't meant to scare her son so badly, it was just the stress of everything getting to her.

"I'm sorry Spike, it's just..." Twilight tried to apologize, but found she didn't know how to explain things to Spike in a way he could understand. But she quickly found she didn't need to, as Spike somehow understood something was bothering her very badly.

"It's alright ma, I understand. Something's nagging at you." He said compassionately and placed a claw on one of her shoulders. "I've learned to tell whenever something is. Your pacing, for example. It looks like you're about to wear a hole in the floor."

Twilight looked down, and blushed heavily as she found Spike was right. She was pacing back and forth like there was no tomorrow. She quickly put a halt to her activities, in case she did somehow wear a hole in the floor like Spike had suggested she might somehow do.

"I'm sorry Spike, it's just a device I built detected something, something big in fact coming down in the swamps just north of here and I just don't know what it is, if it's friend... or foe." Twilight responded in a worried tone. Spike nodded in understanding. That did sound pretty bad, and it had to be if it had Twilight this worried. The last time he saw her this stressed out was before their trip to the Crystal Empire and the task given to her by Princess Celestia. Twilight had been so freaked out she'd fail whatever test given and nearly let her fears get to her and fall under the late King Sombra's spell.

'W-Well, let's just hope it's friendly... whatever it is." Spike whispered fearfully. Twilight was now the one to put a hoof on his shoulder.

"Don't worry, for all we may know it may be some big citybot that's help to come kick the Decepticons off the planet!" She joked, not really knowing how close to the truth she was about cityformers actually existing.

"But you are still going to put on a costume, right?" Spike asked, not knowing when to stop pressing his luck.

"OUT!" Twilight barked, and Spike quickly found himself scampering out of the room...

Back at the Ark...

Meanwhile, back at the Ark Rarity was continuing to dress up the Dinobots in their costumes. Instead of the ghost theme, she had a rethink and was now dressing them up, with all of her skills in fashion required for it, as zombie versions of themselves, complete with fake Energon dripping from their pores and icky green fake slime along with mold for extra death and decay points.

"There, I think you bots look positively horrendous, and just so you know, I mean that in the nicest way possible." Rarity said quickly, in fear of offending the giant alien robots. (Well, wouldn't you be afraid as well?)

Pyro on the other hoof was dressed as a ghost, with the sheet from Grimlock's costume having quickly being remade to fit him.

"Whew mates, look at me!" Pyro cheered as he ran around the room in joy, in a attempt to spook everyone he could.

"BOO, BOO I say! I'm the ghost of Pyro! I smell bad, and I hate your feeeeeettt!" Pyro exclaimed. Needless to say, his fear attempts weren't working every well. No bot had the heart to tell him though, and just let him carry on as the Trottingham types, as well as Pyro himself, liked to say.

"Me Snarl say that worst ghost attempt ever." Snarl deadpanned, and Swoop nodded along with him.

"If me Swoop weren't trying to be tactful, me would say I agree with you..." He said, before quickly letting out a small "Oops." once he realized his error. Then there came a youthful, excited voice from nearby.

"Alright, you guys look awesome!" Scootaloo's voice exclaimed as the young filly, dressed as a Wonderbolt of course, came into the room followed by her friends and Babs Seed as well. In order, they were dressed as a ghost, scarecrow and a punk rocker. Rainbow dash was there as well, functioning as their chaperone. Rarity could only groan as she saw the prismatic maned pegasus's costume.

"Really Rainbow?" She asked, with a roll of her eyes. "The Shadowbolt costume again? Didn't you wear that last year?"

"Hey, if it ain't broke..." Rainbow began, with Rarity finishing for her.

"Don't fix it. Yes, I know the saying." She said. "Just don't try and zap and trick or treaters this year again as one of your pranks, okay?"

"No promises!" Rainbow exclaimed with wink of her eyes, and Rarity could only sigh and facehoof, while in the background Pyro exclaimed "Alright already, just let us dead bots walk in our masquerades!"

Later that Night...

Not even a hour later, the sun had set and Nightmare Night had officially begun. Luna had already shown up and done her yearly Nightmare Moon impression, and the festivities had just started. While Grimlock and his cohorts showed off their costumes to the town's populace, frightening them so, (Although not for the reasons they wanted) the CMC had begun the yearly ritual of trick or treating.

"Nightmare Night, what a fright! Give us something sweet to bite!" They said as they showed up apon Twilight's Sparkle's doorstep in full getup. Twilight couldn't help but coo at the cuteness overload in front of her.

"Wait a sec, lemme get my costume!" She said excitedly, and before you know it she was back in her Starswirl costume with a bag of candy in her hooves.

"Here you girls go!" She said as she handed out candy to the four young fillies, and they thanked Twilight before going off to the next house even as Apple Bloom called out "Nice grandpa costume Twilight!"

Twilight groaned even as she muttered "I knew I shouldn't have worn this thing again..." to herself. Suddenly, Sweetie Belle spotted something.

"Look everypony, Apple Bobbing! C'mon, let's go!" She cried as they all rushed over and Babs exclaimed "I'm the queen of this, youse gals gotta let me show off my stuff!" and the punk themed pony took a dive head first into the barrel and emerged almost at once with an apple in her mouth to clapping and cheering.

"Wow, you weren't kidding cuz!" Apple Bloom exclaimed in pride. "You really are the queen!"

Babs was just beginning to bow when Grimlock suddenly showed up, grinning in a admittedly frightening manner, thanks to his big teeth.

"Ha, me can do you one better!"

Grimlock's head took a dive, but he didn't just grab a apple, he smashed the whole barrel sending water flying everywhere soaking those around him. The Dinobot looked as sheepish as he could possibly look.

"Um, me say oopsie?" He asked as the CMC all collectively facepalmed. Even later that night, it was time for the main event, a concert with a local band headlining.

"Alright you bots and equines, time to get down and dance!" A certain red painted music loving Autobot proclaimed before with a shifting and whirring of mechanical parts clanking together in new formations along with somehow changing his size along with this, the Autobot known as Blaster was now a full stage for a band to play on. And luckily, there was indeed such a band lined up to play, one named Black Pony. It's lead singer, Noize Maker stepped up to the microphone the roadies had set up along with the rest of the instruments seemingly at lightning speed.

"Okay, everypony!" He yelled in a loud voice. "Are you ready to make some noise!?!"

The huge crowd roared in response, some whooping and others cheering. Scootaloo and Rainbow Dash were amongst those cheering loudest of all, both being big fans of heavy metal.

"Okay then, my name is Noize Maker and me and my band are here to provide you with a show tonight! Now, this new song we just composed a few weeks ago, we're about to play for the very first time and it's a tribute to Equestria's newest heroes, the friendly and heroic aliens known to us as the Autobots!" He proclaimed before turning to his band, with the drummer beating the drumsticks together in excitement and the guitarists looking ready to rock. "Now, take it away boys!"

And so, with a hefty drum beat and some powerful guitar chords, the song began...

The concert wore on, with more spooky songs like Rainbow Factory and Alice Pony's "I'll Bite Your Face off" and by the end of the night, when everypony was full on candy, they all agreed it was the best Nightmare Night ever.

END

Author's Note

Okay, so here we go, after over a month of waiting the newest chapter of Grimlock, Dinobot... and father?. Sorry for the reeeeally long wait, but the Writer's Block was pretty bad, trust me. But then when this month rolled around, it hit me. Why not a Nightmare Night themed chapter? Hopefully, the wait was worth it. I know I had to work hard on this chapter, and I hope you enjoy it. I was aiming for either the one year celebration of when the CMC got their marks or the Brazilian holiday Kids Day. I work best when under pressure, don't you think?

Originally, I thought of having DJ PON-3 play the BlackGryph0n and Michelle Creber version of Thriller, to continue the Nightmare Night theming, but I decided the Transformers theme had to be played at least once at some point. Here is the song anyway for your enjoyment though, and I did include a lyrical reference to at least make up for it in some way.

Bios for this chapter:

http://tfwiki.net/wiki/Blaster_(G1)

And if anyone is surprised about Blaster being able to turn into a stage and you find it a bit hard to believe, well here's your proof:

http://tfwiki.net/wiki/File:Transformers-Generations-Titans-Return-Leader-Class-Blaster.jpg

Finally, anyone spot the Shattered Glass ref in this chapter? And for extra nerd points, spot the Guiledart ref as well! I dare you to try!

Part 15: Family Appreciation Day

Ponyville Schoolhouse

It was that time of year again, that time when everypony brought a member of their family and showed how much they appreciated them for all the love and care they'd shown them since they'd either been born, adopted or otherwise. And for two particular little filles in the group known as the Cutie Mark Crusaders, Scootaloo and Sweetie Belle to be exact, they knew exactly who they were going to bring if they could manage it. Currently, right now, their teacher Ms. Cheerilee was in the middle of explaining what Family Appreciation Day was all about, just as she did the same every year.

"Now, as you know Family Appreciation Day is coming up tomorrow, and so I want to bring whoever loved and cared for you since you were born, adopted, or whatever." She explained, as her students listened intently. Like Sweetie Belle and Scootaloo, they each had their own ideas on who to bring. For example, Twist was going to bring her mothers, Bon-Bon and Lyra Heartstrings, while Diamond Tiara and Silver Spoon were going to bring their parents, Filthy Rich, head of Rich's Barnyard Bargains, (As she did every year.) and Silver Speed, an professional archer respectively. And just as soon as everypony present had finished listening to Cheerilee explain what Family Appreciation Day was all about, the bell rang, signaling that class was over for the day. Everypony ran out like a hoard of cats, just like they always did, excited class was over for the day and each ready to find their respective parents or adoptive family member and try and convince them to come to Family Appreciation Day tomorrow afternoon. As they got out into the Schoolyard, both Sweetie Belle and Scootaloo discussed who they were going to bring for tomorrow. Their fellow Crusader, Apple Bloom had too decided on who she was going to bring, just like last year she was going to bring her dear Granny Smith, but this time she was not ashamed of bringing her in fear of being laughed at.

"So, who you going to bring Scoots?" Sweetie asked her best friend and fellow adoptee.

"Well, I know who I'm going to bring." Scootaloo began to explain. "My adoptive sister, of course!"

"Who, Rainbow Dash?" Sweetie asked in return, knowing of the young filly's affection for the prismatic maned pegasus.

"No, silly!" Scootaloo laughed. "I'm going to bring my other sister and idol, Spitfire!"

Now Sweetie Belle was really confused. Spitfire, as in the Spitfire who was the co-captain of the aerial stunt team known as the Wonderbolts? Surely such a famous pony didn't have time to come to Family Appreciation Day! Sweetie Belle voiced her concerns, but was almost at once brushed off by her friend.

"Nah, don't you worry. Spitfire will have time for me, I can swing it." She said. "Just you wait and see!"

"If you say so..." Sweetie Belle replied, still unsure. But then she remembered something that Scootaloo had told her.

"Hey, wait." Sweetie began in a concerned tone of voice for her friend. "Didn't Spitfire force some incredibly harsh flight training on you?"

Scootaloo flashed back at Sweetie's words. Oh yes, she remembered alright....

"Alright, stretch those little wings of yours!" Spitfire barked in full drill sergeant mode at Scootaloo as they stood in a empty field somewhere outside Ponyville with Spitfire ready to begin the young filly's first day of flight training. Spitfire growled to herself, Scootaloo should have received this training much sooner in her life, every pegasus should be up there flying in the sky feeling the wind rushing through their manes. Whoever thought it a good idea to put off her training this long was a idiot and deserved to be put on the Dizzitron at it's highest setting and used as it's personal guinea pig-er, safety tester. If somepony had actually cared enough to train her earlier, (She couldn't blame Rainbow Dash, as the pegasus had only learned of the problem after Spitfire has told her.) then maybe Scootaloo would have been flying sooner, wing problems or not.

"Yes ma'am!" Scootaloo shouted back before she spread her tiny wings just like her trainer asked.

"Now, all you need to do is take a running start." Spitfire continued, and Scootaloo looked at her before Spitfire barked loud and clearly "NOW!" in a authoritative tone that left no room for argument. Scootaloo swallowed hard, she could now see clearly why Spitfire was known as the Flank-Buster among the Wonderbolts.

"Well, what are you waiting for? Discord to free himself from stone and offer you a care package, sympathy cards and do the hokey pokey for you?" Spitfire asked sarcastically and finally Scootaloo took her running start and at the end of it, jumped as high as she could and flapped her little wings as hard as she could muster. But it was all for naught as she never made it but a few inches from the ground and landed there emitting a soft "Oof!" as she created a small dust cloud of dirt from her landing.

"Again!" Spitfire ordered. She intended to get Scootaloo flying no matter what it took.

"Hey... Uh, maybe we could ease up on the training a bit?" Scootaloo asked but Spitfire shook her head.

"No, we'll work all day if we have to just to get you to finally fly. That's what you want right?" Spitfire asked.

"B-But I had crusading scheduled with the girls later today!" Scootaloo exclaimed in shock.

"Well, too bad! You'll just have to re-schedule for a later date." Spitfire responded in a annoyed tone as she thought "This is why I never work with kids."

"Rainbow Dash would never treat me like this!" Scootaloo shouted back in anger, nearly close to tears.

"Well, I'm not Rainbow Dash am I?" Spitfire finally snapped, and at this Scootaloo burst into tears her image of one of her heroes shattered to bits in her mind as she ran off into the distance sobbing. Mentally, Spitfire herself looked unshakened but really wasn't as she cursed herself.

"Well, now you've gone and done it Spits. You've probably broken a little filly's faith in you. Hope you're real damn proud of yourself." She mused and looked towards the sky and asked "What would you do mother?"

When she of course received no answers, Spitfire growled to herself and muttered "Gah, maybe I'll feel better after a couple of drinks..."

But Scootaloo also remembered how Spitfire had manned up and apologized in the end, restoring Scootaloo's faith in her, by confessing that she wasn't like any of the cadets she trained at the Wonderbolts Academy, and should have been treating her like the little filly she in fact was.

"May... May I come in?" Spitfire asked nervously. She had to do this right after all.

"Yeah... Sure, I guess." Scootaloo muttered to herself and Spitfire opened the door to the bedroom.

"What do you want?" Scootaloo asked, a slight growl in her voice and her eyes still red from crying.

"To apologize. I should have realized, you're not like any of the cadets I normally train. You're just a kid, and I should be treating you like one and lighten up the training... But just a little, understood?" Spitfire replied, genuine apologeticness and shame in her voice. She waited for any insults that che was sure to come. Instead, all she got was a look of confusion from Scootaloo.

"What changed your mind?" She asked.

"Well, your dad may have come down to see me at Flight Camp and gave me a kick up the flank that I needed. ...And he may have slightly threatened to fry me with his fire-breath." Spitfire admitted, rubbing her head sheepishly while Scootaloo laughed. That was Grimlock alright.

"Thank you. Just thank you... Sister Spitfire." Scootaloo whispered as she hugged her, and the Wonderbolt could only smile as Rainbow Dash looked on, and wiped a tear from her eye.

After explaining this to Sweetie Belle, Scootaloo then changed the subject, not wanting to think anymore of her idol and adoptive flight teacher's little mishap. She severely wanted to know who Sweetie was going to bring, although she had a suspicion that she already knew who exactly it was going to be.

"So, who are you going to bring?" Scootaloo asked her best friend. Sweetie Belle could only laugh, confirming Scootaloo's suspicions.

"Who do you think?" Sweetie chuckled. "My adoptive father, of course."

"Grimlock?" Scootaloo asked in a confused tone of voice. "Are you sure he'll come. He's not exactly the type for this sort of thing, ya know." She reminded. Sweetie laughed again, confusing Scootaloo even more.

"Oh, I'll figure out a way to make him come, trust me." Sweetie said, and with that she rushed off towards the direction of the Ark...

The Ark

"You want me Grimlock to do what?" The Dinobot exclaimed angrily as his first reaction to this thing known as "Family Appreciation Day". He was quite offended. He didn't show himself off just for little fillies appreciation. Dinobots simply didn't do that!

"Aww, come on Grimlock!" Pyro exclaimed from nearby. He'd heard everything that Sweetie Belle had said and actually wanted Grimlock to go to this thing. It might actually do him some good, and teach him to lighten up a bit. "This thing actually sounds kinda fun! I'd go!"

"Well, me Grimlock says if you want to go, you go!" The Dinobot leader argued back in return.

"But it's not my being there that's being requested. It's you!" Pyro snapped back. He rarely got angry, but he was starting to with Grimlock's damned bloody stubbornness. Just to add to things, Sweetie Belle put on her puppy dog eyes that she had so masterfully perfected over the years with Rarity. With this, Grimlock was finally forced to accept. he, despite all his stubbornness, could never find himself in it to ignore any of Sweetie's requests whenever she did this.

"Alright, me Grimlock go. But me not like it." He said with a deep sigh of resignation and Sweetie let out a "Yay!' of happiness.

Ponyville Schoolhouse

The very next day, it was time. Almost everypony had brought in who they were going to bring. Diamond Tiara had just finished bringing in her father, who had gone on a long explanation of the purpose Rich's Barnyard Bargains, just like last year and the year before that. Now, only Sweetie and Scootaloo were left. Scootaloo waited anxiously in her seat, what if Spitfire didn't come like she had asked?

"Alright Scootaloo, who are you going to bring for today?"

"Well, I'd like everyone to meet my adoptive sister and idol, Spitfire, co-captain of the Wonderbolts." She said, still worrying about being laughed at if Spitfire didn't come. And the laughter did come, from of course Diamond Tiara and Silver Spoon.

"Yeah, right, like Spitfire's going to come just for y-" Diamond laughed, but was soon cut off when everypony heard the roaring of a F-18 jet from overhead. The whole class, along with their teacher was soon consumed with fear, as this was also the sound Starscream and the rest of his Seeker Trine made when they flew to attack the citizens of Ponyville. But when everypony rushed outside to evacuate, they were treated with a sight. There was a F-18, piloted by Soarin, with Spitfire right behind him sitting in the back seat. With a whoosh, she engaged the ejection seat and landed in the Schoolhouse's playground yard. Scootaloo smiled smugly at Diamond.

"See, I told you she'd come!"

Spitfire ruffled her adoptive sister's hair and asked "How you doing squirt?" to which Scootaloo grinned widely in response. Afer that, Spitfire explained who she was, and what she did for Scootaloo, to learn to help her fly, and how she herself learned that not all flying cadets should be treated the same, that some should be treated like they were, either if they were little fillies or full grown ponies. After Spitfire's speech was over, everypony, even Diamond Tiara and Silver Spoon to Scootaloo's great shock and surprise clapped at learning this new side of the famous Wonderbolt. Spitfire took a bow, and smiled. It gave her a good feeling to teach little colts and fillies about the lesson she'd learned, and how it had affected her.

"Now, there's only one left." Cheerilee said happily. "Now Sweetie Belle, who are you going to bring?"

Nut her own question was soon answered when there was a loud crunching sound, and Cheerilee looked to see Grimlock sitting on an smashed Merry-Go-Round.

"Oh well, that piece of playground equipment need replacing anyway..." The teacher mused to herself with a sigh.

"So, what do you need me Grimlock to explain about myself?" The Dinobot asked, and Sweetie Belle could only groan in response.

"Most. Embarrassing. Dad. Ever." She thought.

END

Author's Note

First off, sorry for the month long wait for the newest chapter, but I had other stories to write, like my newest Doctor Who crossover, which you should really check out if you have the time. It's only two chapter's in, but I promise you that when it really gets going it'll be awesome. Okay, I know I skipped over Hearth's Warming Eve, but I couldn't find anything to write for that, so I went with this instead. Sorry, no bios this time around as there's no new characters to showcase, but here have this instead, a piece of artwork I found which shows what I imagined the jet Spitfire was flying and jumping out of in this chapter:

Part 16: Investigations

The Swamps of Equestria

Twilight groaned in disgust as she trodded through the swamplands that currently surrounded her. The mist obscured her vision to only a few feet in front of her, and unknown and most likely horrible creatures screeched and howled from somewhere beyond her field of vision. Twilight was not afraid at all to admit she was nervous. She knew what kinds of things inhabited this corner of Equestria. Hydras, Manticores, and Cerabi to just name a few. But she was a mare on a mission. Now, if you may remember, Twilight had detected something coming down in this particular area around the time of last Nightmare Night...

Golden Oaks Library: Ponyville

Meanwhile, at the Golden Oaks Library back in the small town of Ponyville Twilight Sparkle was hard at work. But it wasn't hard at work on her costume as you'd expect, but she was instead hard at work on something else. You see, the Decepticons hadn't been the only ones to discover the X branded pod come down in the Equestrian Swamps, she had as well using a sensor device she'd been developing on and off over the past few months. A few days ago, it had finally been finished and had detected the pod come down as during it's field test.

"Hey Twilight, what are you doing?" The young drakeling known as Spike asked his adoptive mother in curiosity. "I thought you'd be working on a costume. It'd take quite a lot to top that grandpa costume from last year." He teased, making Twilight huff to herself. It was still a sore point with her with everyone mistaking her Starswirl the Bearded costume for something else like a scarecrow or a old grandpa like Spike had suggested.

"Spike..." Twilight began, quite annoyed. "For the last time, that was a costume of Equestria's greatest magician, Starswirl the Bearded not something as... as simple as a grandpa!" She yelled in further annoyance, making Spike laugh.

"I know that, I was just messing with you Twi. You really need to lighten up, take things less seriously." Spike chuckled making Twilight glare her harshest glare at him and Spike backed up in fear. Twilight then felt immediately guilty. She hadn't meant to scare her son so badly, it was just the stress of everything getting to her.

"I'm sorry Spike, it's just..." Twilight tried to apologize, but found she didn't know how to explain things to Spike in a way he could understand. But she quickly found she didn't need to, as Spike somehow understood something was bothering her very badly.

"It's alright ma, I understand. Something's nagging at you." He said compassionately and placed a claw on one of her shoulders. "I've learned to tell whenever something is. Your pacing, for example. It looks like you're about to wear a hole in the floor."

Twilight looked down, and blushed heavily as she found Spike was right. She was pacing back and forth like there was no tomorrow. She quickly put a halt to her activities, in case she did somehow wear a hole in the floor like Spike had suggested she might somehow do.

"I'm sorry Spike, it's just a device I built detected something, something big in fact coming down in the swamps just north of here and I just don't know what it is, if it's friend... or foe." Twilight responded in a worried tone. Spike nodded in understanding. That did sound pretty bad, and it had to be if it had Twilight this worried. The last time he saw her this stressed out was before their trip to the Crystal Empire and the task given to her by Princess Celestia. Twilight had been so freaked out she'd fail whatever test given and nearly let her fears get to her and fall under the late King Sombra's spell.

'W-Well, let's just hope it's friendly... whatever it is." Spike whispered fearfully. Twilight was now the one to put a hoof on his shoulder.

"Don't worry, for all we may know it may be some big citybot that's help to come kick the Decepticons off the planet!" She joked, not really knowing how close to the truth she was about cityformers actually existing.

"But you are still going to put on a costume, right?" Spike asked, not knowing when to stop pressing his luck.

"OUT!" Twilight barked, and Spike quickly found himself scampering out of the room...

Behind her, Applejack picked a snake that was slithering on her shoulders up with her mouth and threw it far away, with it landing somewhere far off into the mist. She sighed to herself, this place was stinkin' nastier than an cow dyin' and it's body rotting away in the sun. And believe me, if you ever saw one of those, you could make the comparison. And to be honest, I pity you if ya have.

"Honestly Twi, I get you detected something comin' down these parts hereabouts with that there fancy thingamajig of yers, but do Ah really have to come along with ya?" Applejack grumbled to herself. Surely there were much better ponies for the job, or ones more skilled in dealing with unknown threats, like the Royal Guard.

"Ah mean, Ah may be a bearer of an Element of Harmony, and so are you, but we don't even know what we're dealing with here. If this is what you say it is, we might just be running into Decepticons, and we're far from equipped from dealing with them." Applejack thought to herself.

Twilight smiled back at her, in spite of the disgusting conditions that Rarity would have probably considered the Worst Possible Thing and shrieking her head off at the slightest thing that touched her, even if it was just a small bug.

"Applejack, remember, you and Rarity, and Rainbow Dash for that matter escaped from a Decepticon Warship and trashed some of those Vehicon drones that the Cons seem to love." Twilight reminded her.

"Yeah, but not without help from those Jetfire and Punch fellers. We'd have been killed if they hadn't shown up." Applejack put in, but once again Twilight was keen to remind her of the threats the Elements had faced together.

"Nightmare Moon, Discord, King Sombra, we all defeated those villains together and so I think we can handle a few Decepticons if they show up." Twilight said, listening off the villains they'd defeated one by one with the utmost confidence in her voice. Applejack wished she herself shared that confidence.

"If ya say so Twi...." Applejack trailed off, and just then Twilight stopped right in front of her and Applejack nearly bumped into her hindquarters because of her sudden shock from the sudden stop. Twilight's horn became illuminated with a purple aura, and the area around it swiftly followed suite and the surrounding, almost choking mist cleared to reveal a huge Stasis Pod with it's hatch torn and ripped open, almost... almost as if something had clawed it's way out from the inside out. Twilight swallowed nervously, with Applejack doing the same. Meanwhile, unknown to them, a tall, slender, and dark blue figure watched from the shadows, his "Face", if you could call it that, recording everything said and done by the two ponies.

"Well, whatever it was, it's gone now." Applejack muttered nervously, very keen on getting out of her as fast as possible. She certainly didn't want to meet whatever was once in that Pod. Suddenly, she heard a call from Twilight.

"Hey, over here!" She heard Twilight exclaim, and Applejack rushed through the mist as fast as her four legs could carry her towards the direction of Twilight's yell only to come across a gruesome sight. There, in front of her, lay the Decepticon formerly known as Breakdown, ripped wide open, with where his spark would be torn out and wires sparking and energon laying in pools all around the area. Applejack nearly retched at the sight.

"Woo nelly, what in the name of buckin' Tartarus did this thing?" Applejack exclaimed as Twilight covered her mouth in horror as she mentally mused "Well, guess we won't have to worry about any Cons..." and looked towards the direction of the Stasis Pod.

"My guess, whatever the Tartarus came out of that pod..." She trailed off ominously, and Applejack swallowed.

"Come on." Twilight said, turning around to head back towards the safety of the calmer lands outside the Swamps. "We've done all we can here."

What both she and Applejack missed was the sound of energy charging up and the green glow of a Groundbridge portal with the ominous figure of the Decepticon Intelligence Gathering Specialist known as Soundwave stepping through it before the Groundbridge closing behind him...

The Nemesis

Soundwave's Predator Drone form flew silently through the stormy skies that the Decepticon Warship known as the Nemesis drifted through, his mind bristling with the information. For the longest time, he had wondered what exactly had happened to Breakdown in those swamps, as Brawl had never seen keen to offer up any answers, simply because he didn't know. (Not that any bot on the Nemesis believed him for a Astro-Second.) Now, if you're wondering why Soundwave didn't just make a portal to the Nemesis itself, it was because of strict orders from Megatron himself that Decepticons were no longer allowed to bridge directly to the ship lest the Autobots discover their location like they did last time for their rescue mission to free Applejack, Rainbow, and Rarity.

With a shifting of parts, he soon was back in robot form and landing on the Nemesis's assault deck and then strolling through the corridors, Vehicon troops giving him an understandably wide berth in fear of perhaps the most infamous and downright dangerous Decepticon onboard the ship aside from the great Scrapmaker himself, Megatron. Speaking of the Decepticon leader, he was in a very bad mood. Why, you ask dear reader? Well, it all had to do with, perhaps not unsurprisingly, with Starscream and the rest of his troops. Multiple failed attacks on key Equestrian points, and others beyond The Royal Sister's borders all failed, all thanks to those fragging Autobots.

"Ah, Soundwave, you have something to report I presume?" Megatron asked, his back turned to his Chief Intelligence Specialist. And silently, Soundwave bowed before playing back what he had recorded in the swamps.

"If ya say so Twi...." Applejack trailed off, and just then Twilight stopped right in front of her and Applejack nearly bumped into her hindquarters because of her sudden shock from the sudden stop. Twilight's horn became illuminated with a purple aura, and the area around it swiftly followed suite and the surrounding, almost choking mist cleared to reveal a huge Stasis Pod with it's hatch torn and ripped open, almost... almost as if something had clawed it's way out from the inside out. Twilight swallowed nervously, with Applejack doing the same. Meanwhile, unknown to them, a tall, slender, and dark blue figure watched from the shadows, his "Face", if you could call it that, recording everything said and done by the two ponies.

"Well, whatever it was, it's gone now." Applejack muttered nervously, very keen on getting out of her as fast as possible. She certainly didn't want to meet whatever was once in that Pod. Suddenly, she heard a call from Twilight.

"Hey, over here!" She heard Twilight exclaim, and Applejack rushed through the mist as fast as her four legs could carry her towards the direction of Twilight's yell only to come across a gruesome sight. There, in front of her, lay the Decepticon formerly known as Breakdown, ripped wide open, with where his spark would be torn out and wires sparking and energon laying in pools all around the area. Applejack nearly retched at the sight.

"Woo nelly, what in the name of buckin' Tartarus did this thing?" Applejack exclaimed as Twilight covered her mouth in horror as she mentally mused "Well, guess we won't have to worry about any Cons..." and looked towards the direction of the Stasis Pod.

"My guess, whatever the Tartarus came out of that pod..." She trailed off ominously, and Applejack swallowed.

"Come on." Twilight said, turning around to head back towards the safety of the calmer lands outside the Swamps. "We've done all we can here."

After the recording was finished, Megatron's face lit up in intrigue. This was news indeed. This explained what had happened to the Stunticon formerly known as Breakdown, but more importantly it provided a great opportunity for Megatron. And being the grand schemer he was, he would not let this one slip through his claws.

"A big Stasis Pod, a big soldier..." Megatron mused aloud before looking directly at Soundwave. "Soundwave, a great opportunity has... presented itself to us. It seems we have a rogue. Find him, and bring him in to me. Oh, and one last thing. This mission shall be yours and yours alone. Tell no one else of your mission, understand?" Megatron said, finishing off his sentence with a underlying threatening growl, promising pain and punishment for Soundwave if he did somehow fail in his given task. After Soundwave had left the room, Megatron turned to his personal computer and onscreen, a light purple mare with her mane in a ponytail and turquoise streaks in her hair appeared.

"Ah, Starlight Glimmer. How... nice to see you again." Megatron greeted, having to physically force himself into a civil tone towards the pony.

"I trust my..." Megatron said before swiftly correcting himself at Starlight's harsh glare. "I mean, our little plan for the Element Bearers is proceeding as according to our prescribed agreement?" He inquired, and received only a smirk in reply.

"Yes, milord, those damned "Heroes of Equestria" won't know what hit them..."

END

Author's Note

Well, bet you weren't expecting THAT twist ending were you? So yeah, Megatron and Starlight Glimmer are collaborating on... something, something which I shall not spoil and leave up to your imaginations for the time being. Anyways, on the chapter. So, Twilight's continuing her investigations into the crashed Stasis Pod in the Equestrian Swamps, and both she and Applejack have certainly found something alright. A very gruesome something. And all the while, Soundwave saw the whole thing. I knew Megatron would have to find out about You-Know-Who sooner or later, and I figured him learning via his chief spymaster was only... Iogical, as Shockwave would put it. Next time, a bit of Alternate Universe hopping for the Cutie Mark Crusaders!

http://tfwiki.net/wiki/Soundwave_(WFC)

Part 17: Portals, of any kind, for the record are never any fun at all...

Somewhere over the Griffin Kingdoms...

Soundwave was not a happy Con, although he did not show it outwardly. Most thought he'd done away with his emotions entirely, and Soundwave was content with keeping it that way. But emotions he did have, few as they were, and annoyance was one of them. This annoyance stemmed from the fact that for days now, he had been unable to track down the rogue Cybertronian who had escaped from the crashed Stasis Pod despite with all of his surveillance equipment and his scout drone/Deployer Laserbeak and terminated Breakdown in a brutal and ruthless fashion. However, this manner of killing did tell Soundwave a few things about his target. One, he was probably insane. Two, he did not care how he dispatched his targets, only that he did so. (Soundwave, admittedly could understand this reasoning. It was better to make sure your foe did not get back up, as he would probably come back later to stab you in the back if you didn't finish him off. Perhaps unsurprisingly, Soundwave often thought about quietly "Disposing" of Starscream if he thought he could get away with it without no one noticing, as he knew of the Decepticon Air Commander's propensity for treachery and all around backstabbery.) Three, his target had seemingly no loyalties to tie him to any side, and finally, he was very dangerous. Problem was, at least for the rogue Cybertronian at least, Soundwave knew himself to be very dangerous as well. It wasn't arrogance, Soundwave was just simply THAT good. He had proven it time and time again and although Starscream was Second-in-Commander aboard the Nemesis, every bot knew where the real power lied. It was an unwritten rule to never, ever get on Soundwave's bad side, otherwise you would probably find yourself sucked through a Groundbridge into a dragon's maw or into Tartarus itself, as more than a few Vehicons had unfortunately learned. Not that Soundwave could bother himself to care, they were all expendable after all.

Suddenly, just then, Soundwave at last picked up imagery of a tall red and purple figure (Looking frighteningly similar to Megatron in body shape and mass.) moving through a forest just a few miles ahead from Laserbeak's camera. He fired his afterburners and mentally prepared himself for the fight ahead. He would have smirked, if he could have. This... being, still pending a name, had no idea who, or what was coming for him. It was only a few minutes later that he was above the figure, and with a whirring and shifting of parts, all the while reconnecting with Laserbeak, he landed in front of the figure known as Protoform X.

"Ah, it seems I have an unexpected visitor." The truly frightening transformer, who sounded remarkably like a younger Anthony Hoofkins said calmly. "And who might you be?"

Soundwave of course, gave no answer, even as the two stared each other down like two old western gunfighters.

"What is your purpose in bothering me?" Protoform X growled out, this time his tone becoming more menacing and promising untold amounts of pain and suffering. "Speak up now, or be slaughtered Decepticon."

There was still no answer from Soundwave.

"I knew your kind would come for me eventually, after I brutally slaughtered your comrade. That is your purpose for being here right?" Protoform X inquired with an raised optic-brow.

This time Soundwave did respond in turn, playing back Megatron's orders to him, if only in a distorted variation of it.

"A big Stasis Pod, a big soldier..." Megatron mused aloud before looking directly at Soundwave. "Soundwave, a great opportunity has... presented itself to us. It seems we have a rogue. Find him, and bring him in to me. Oh, and one last thing. This mission shall be yours and yours alone. Tell no one else of your mission, understand?"

Protoform X laughed long and hard. This was what the unknown Decepticon (To him at least, he never bothered with the names of those who he was about to kill.) had come for? To retrieve him and bring him to his master to be expected to grovel before him like a common Cyber-Hound? Surely not! He must not have known whom he was messing with. He was Protoform X, the bot with no allegiances to any side, the slaughter of hundreds, the Reaper of Cybertron! In his day, it took both the Wreckers and the Lightning Strike Coalition Force to bring him down, and even that was only to put him in a Stasis Pod and exile him to the stars, hoping never to be found again. But, as luck would have it, he had run into a wormhole in his journey across the stars, and traveled through both time and space to the here and now only to crash land on this putrid planet.

"You really think you can defeat me?" Protoform X asked with a laugh. "In my day, I was the slaughterer of hundreds of Cybertronians, any bot who tried to stop me just got their spark ripped out and eaten. Just like I did with your friend. Oh, how I loved his spark. It was delightfully delicious. I ate it with a plate of fava beans." He growled, and Soundwave felt a new emotion rising in him, one which he hadn't felt in a long time. Anger, no, that wasn't right. Rage. Rage for the desecration for a fellow Cybertronian's corpse, and the manner of how this monstrosity of a Cybertronian had snuffed out his spark, just like that, without a thought or a care in the world. Soundwave's long slender fingers sharpened like talons and Protoform X laughed again.

"Oh, so we're going to fight now? Just you and me? I'm fine with that. Another spark for me to snuff out like a light." He chuckled darkly before raising his left arm, which had a mighty cannon, uncannily similar to Megatron's own infamous Fusion Cannon (Soundwave figured that whoever designed this creature had wanted to strike fear into the hearts of whoever he set it on.) and fired one powerful green blast of energy heading right for Soundwave, who didn't move a muscle, nor flinch in the face of death. He was not afraid of this creature, he was Soundwave, personal attendant to Megatron and he never let anything frighten him, not even this unholy creation of the Pits. Soundwave's face lit up with coordinates, and a Groundbridge opened up right in front of him letting the energy blast pass right through before the Groundbridge vworped out of existence. In another part of Equestria, where gleaming spires loomed high into the sky and ponies of solid crystal roamed the street, where a Princess of Love ruled, another Groundbridge portal opened and the blast from Protoform X's cannon appeared and hit the rooftops of a building where inside a yellow male unicorn wearing glasses and a starry cloak with a orange mustache was hard at work on spells. He felt the rumbling of the hit as a piece of rubble landed on his chemistry set and made it explode, sending the poor unicorn flying backwards and leaving him covered in soot.

"W-Well... T-That was an unexpected result. Wrong mixture maybe?" He mused. Back with Soundwave and Protoform X, the red and purple rogue stood stunned. He certainly hadn't expected that, to say the least.

"So, this one's got a few tricks up his sleeve." Protoform X mused aloud. "But that won't be enough to save you. Every bot's tried fancy tricks on me, and all have always failed. Just. Like. You."

Protoform X then lunged for Soundwave and slashed at him with talon like fingers but Soundwave used the wings that made up his arms to block ever blow expertly. As he did so, Soundwave noted and analyzed his opponent's fighting style. He fought like a beast, one that was out of control, almost as if it was on a Rampage. Using this knowledge, Soundwave predicted every move this "Protoform X" made and countered it with one of his own. Soundwave scored a slash across his foe's chest, slashing the big "X" symbol on it before he launched two tendrils, each with tips crackling with electricity and used them to pin his opponent to a tree and hit him full blast with charges of electricity. Again and again he charged him, but still Protofrom X would not fall. Eventually, the giant Cybertronian pried, with great strength and effort, the two tendrils off his chest and blasted Soundwave backwards with his cannon, finally scoring a solid blow at last. Protoform X laughed in triumph! Finally, this fool was starting to learn! Once again, he lunged towards his foe and caught him off guard by grabbing him by the foot and using all of his strength, Protoform X tossed Soundwave behind him who crashed several times into the snowy ground but eventually the Decepticon Spymaster got right back up.

"Don't you ever learn?" Protoform X asked sarcastically. "I'm unstoppable!"

If Soundwave could have arched an optic-brow, he would have. In all of his years of fighting in the Cybertronian Civil War, he had learned no opponent was unbeatable, especially one with such as unrefined fighting style techniques such as this. Protoform X lunged once again and charged right at him putting all of his forward momentum into the charge, but this time Soundwave was ready for him, and created yet another Groundbridge and let Protoform X run right into it, before vwopring the Bridge out of existence and then creating yet another one behind him letting Protoform X run right into a clump of trees making them fall like dominos.

"DAMN YOU TO THE PITS!" Protoform X roared in rage. He was furious beyond measure. No bot had ever lasted this long against him in singular combat, and he was now more determined then ever to avenge this insult against his being. His opponent just used cheap tactics, with no direct blows almost ever used against his bodyframe. He growled venomously and slowly, but surely got right back up. Soundwave made a small image of the pony known as Rainbow Dash laughing appear on his face.

His strategy was winning, and he knew it. Just a few more blows and he would have him. And he knew the perfect way to put his opponent down for good. With two small clicks he released two disks from his chest, and two almost identical robots, one red, and one blue transformed from those disks. They didn't know why they had been summoned, but as soon as they saw Protoform X, they figured it out at once.

"Alright, get ready to crumble before Rumble!" The blue one said, and his twin smirked in return.

"First we crack the shell, then we crack the nuts inside!" The other one, Frenzy laughed manically before both Deployer's arms turned into piledrivers and they slammed the ground repeatedly, sending cracks towards Protoform X, who stumbled and struggled to hold his balance, but the quakes just kept on coming. Finally, at last, Protoform X toppled to the ground, and this time, he did not get back up. And then, Soundwave spoke, perhaps for the first time in a very long while...

"Soundwave Superior, Protoform X Inferior."

Soundwave created another Groundbridge and dragged his defeated enemy into with Rumble and Frenzy following...

The Ark

Meanwhile, Applejack and Twilight had rushed to the Ark as quickly as they could to report their findings to the Autobots. They needed to know about this. If there was a rogue Decepticon on the loose slaughtering his own comrades without any rhyme or reason, there was a possibility that he might start coming after Autobots next, or worse the citizens of Equestria. Panting, the two ponies galloped to Optimus Prime's office, where the Autobot leader sat at his desk, going over strategic maneuvers for their next attack against the Decepticons. Optimus had grown tired of constantly going on the defensive all the time and just waiting for the Cons to come to them or attack some unknown target, and now wanted to find THEM.

"Op-Optimus, t-there's something you need to know!" Twilight gasped out, tired from her long run to the Autobot Base, sweat dripping down her every pore.

"What is it, Twilight Sparkle?" Optimus inquired, his wise and gravely voice reverberating around the room. And so Twilight and Applejack explained what they had found, starting with Twilight learning of the crashed Stasis Pod last Nightmare Night, to her and Applejack actually finding the thing and the remains of Breakdown.

"And what did this Pod look like?" Optimus asked, growing immediately concerned. From what the two ponies had described, it sounded as if some-bot he long thought gone and never hoped to hear about again had returned.

"It... It was branded with this here big bad looking X mark!" Applejack replied, and then from behind them, they heard the clattering of tools hitting the floor even as Optimus's eyes widened. Twilight and Applejack turned to look behind them, only to see Wheeljack, his own optics wide as saucers and his face stricken with fear and horror.

"A-Are you sure? Are you absolutely sure?" Wheeljack demanded, not even bothering to pick up his fallen tools. Twilight nodded, and for confirmation, she used a spell she had just recently learned to play back the events she and her friend had just recently experienced, with a series of images appearing above her in a purple glowing bubble.

"If ya say so Twi...." Applejack trailed off, and just then Twilight stopped right in front of her and Applejack nearly bumped into her hindquarters because of her sudden shock from the sudden stop. Twilight's horn became illuminated with a purple aura, and the area around it swiftly followed suite and the surrounding, almost choking mist cleared to reveal a huge Stasis Pod with it's hatch torn and ripped open, almost... almost as if something had clawed it's way out from the inside out. Twilight swallowed nervously, with Applejack doing the same. Meanwhile, unknown to them, a tall, slender, and dark blue figure watched from the shadows, his "Face", if you could call it that, recording everything said and done by the two ponies.

"Well, whatever it was, it's gone now." Applejack muttered nervously, very keen on getting out of her as fast as possible. She certainly didn't want to meet whatever was once in that Pod. Suddenly, she heard a call from Twilight.

"Hey, over here!" She heard Twilight exclaim, and Applejack rushed through the mist as fast as her four legs could carry her towards the direction of Twilight's yell only to come across a gruesome sight. There, in front of her, lay the Decepticon formerly known as Breakdown, ripped wide open, with where his spark would be torn out and wires sparking and energon laying in pools all around the area. Applejack nearly retched at the sight.

"No... No it can't be. HE can't have returned!" Wheeljack panicked, his worse nightmares coming back to life before his own very optics. The brutality of the killing, the Stasis Pod, it was all exactly the same.

"I'm afraid... Wheeljack, that Protoform X is indeed alive and well, and on this planet right now." Optimus confirmed as he stood up and went for a weapons locker and opened it, bringing out a huge black blaster rifle. "And it's our responsibility, for both the ponies of this planet and the safety of Cybertronians everywhere, to find him and bring him down."

Sweet Apple Acres...

Meanwhile, the CMC along with Babs Seed were racing each other through the apple orchards of the Apple Family farm. Apple Bloom was currently in the lead, her strong Earth Pony legs propelling her forwards. Trailing behind them was their teacher, Ms. Cheerliee, shouting "Girls, wait up! You know I can't keep up with you!"

"Ha! Guess Y'all are just too slow for mah!" Apple Bloom laughed in triumph. She was going to win this race. But so focused as she was upon looking at the three ponies trailing behind her, that she didn't see the tree stump right directly in front of her. Apple Bloom tripped and went flying before falling flat on her face as Babs ran past her.

"Jeepers, guess you need to look where you're going cuz!" Babs chortled, even as Apple Bloom growled and ran after her, attempting to catch up and regain her lead. The two traded positions over and over, each regaining and losing the lead throughout the snow covered orchards. Just then, Apple Bloom heard a voice.

"I assume all is going to plan?" The voice said, and she held up a hoof in front of Babs to stop her even as Sweetie and Scootaloo caught up.

"Hey, what's going on?" Scootaloo asked, and Apple Bloom quickly hid behind the cover of a tree trunk with Babs budging up next to her as Apple Bloom gestured for Sweetie, Scootaloo and Cheerilee to hide themselves as well. As soon as the other two CMC members were safely behind the cover of a boulder, Apple Bloom peered out from behind the tree.

"What do you see, cuz?" Babs whispered, and Apple Bloom hissed at her for to be quiet. What she saw was an unfamiliar mare with her purple and turquoise hair tied back in a high ponytail and an equal sign for a Cutie Mark talking to a holographic projection of a menacing looking robot using a small device held in her hoof. On her back was a long wooden staff with an amethyst colored gem on top of it, forming it's tip.

"Yes, milord Megatron (Apple Bloom's, along with the rest of the CMC's eyes widened. So THIS was the Megatron they'd been hearing so much about.). Those pathetic Elements of Harmony have interfered with your plans for the last time." The mare chortled, and Apple Bloom could swear she could she her smirk.

"Good, Starlight. With those Elements gone and trapped in another world, we'll only have one thing stopping m-I mean us, from taking control over Equus, those accursed Autobots, and they can be easily dealt with." Megatron replied before Starlight raised an eyebrow.

"What about the Princesses?" She asked, and Megatron laughed long and hard.

"The Princesses? Don't make me laugh, my pathetic little pony. (Starlight's eyes narrowed at the insult.) They're just like Astro-Flies under a boot, waiting to be crushed. I have other plans in the works, and if Soundwave succeeds at the task I set for him, and I have no doubt he will, those three will never know what hit them."

Megatron smirked even as he cut the transmission feed. He knew more then he was telling Starlight. Yes, he did have a very good idea on who he'd sent Soundwave to track and capture. He'd heard the rumors about the Reaper of Cybertron, and his unstoppable force. Both the Autobots and the Princesses wouldn't know what hit them when he sent it out. Finally, Apple Bloom had heard enough.

"Hey! You there! If you think you're going to send mah sis and her friends, along with mah teacher to another world with that fancy-smancy staff of yers, ya got another think coming!" Apple Bloom exclaimed as she dashed out from behind the tree even as Scootaloo facehoofed and muttered "So much for secrecy. And they say I'm the rash one." while Ms. Cheerilee shouted "Apple Bloom, don't!"

"Oh look!" Starlight said in a mock sweet tone even as Apple Bloom's friends and teacher rushed to her side with Cheerilee saying "If you think you're going to hurt my students, you better think again!" she yelled, sounding like a protective mother. And to be honest, that really wasn't far from the truth. All of her class, even Diamond and Silver were like her kids, and if anypony was going to hurt them, they would just have to stand aside as she would not let that happen.

"A group of pathetic little fillies and a school teacher, thinking they're going to stop moi? Don't make me laugh." Starlight snickered.

"Hey, who you calling pathetic?" Sweetie Belle squeaked out even as she tried focusing magic to her horn but found she just couldn't focus just quite enough to manage even one spell. Starlight burst out laughing, having to clutch her sides to keep from falling over in sheer amusement.

"You, apparently." Starlight mocked. "But I think our time chatting is over. Buh-bye now." Starlight finished, and pulled out her staff. She waved it around in a fancy motion before the tip glowed and she pointed it straight at the CMC and fired a purple beam of energy at the foursome. There was a blinding flash of light, before the next thing the CMC and Ms. Cheerilee knew, they found themselves somewhere in a desert, with high mountain peaks and plateaus all around them. Then, even as she groaned picking herself up off the ground, Apple Bloom got a good look at her friends and her jaw dropped. They now all had two legs instead of four, and wore strange garments with their arms having hands and fingers at the ends of them. They looked like themselves, but not quite like themselves at the same time.

"Wh-What's happened to us?" Scootaloo asked even as Sweetie Belle rubbed her head and wiped a bit of blood from her hair after hitting her head on the dirt covered ground. Sweetie winced in pain. Chances are she probably had a concussion.

"Better question might be, where are we?" Babs asked, before she caught eye of a green sign that read in big white letters this very phrase.

"Welcome to Jasper, Nevada"

Apple Bloom gulped.

"Girls, Ah don't think we're in Equestria anymore..."

THE END...?

Author's Note

Wow, two chapters in one month? (Le gasp!) I know, shocking right?:trixieshiftleft: Well, I'm trying to get back to a regular update schedule and not release chapters every month. Not making any promises, but I'll at least try. Anyways, as you can see the CMC have been transported to another dimension (No thanks to Starlight Glimmer. Hey, if anyone wants to come up with a name for that staff of hers, feel free to do so.) Anyways, about that other scene with Soundwave VS Ram-Sorry, "Protoform X". You have no idea how long it took me to come up with how that fight scene would have worked. Originally, I planned for Soundwave to completely curbstomp Protoform X, but that didn't seem realistic, considering how powerful X is, so I got him to land a few good solid blows. But in the end, Soundwave beat him, and now he's off to Megatron. Anyways, next time, join me as the CMC adjust to their new change in location and meet some new friends and foes as well... Who, you might ask? Well, lemme put it this way. DaiAtlas, you're about to get your wish for some Japanese Transformers to appear...:raritywink:

Edit: Edited this chapter's ending to add Ms. Cheerilee and to make this a set-up for a future sequel if I ever get around to it.