Maximares Rising

by Cydra

Rating: teen
Tags: Crossover, Human, Main 6, Transformers, My Little Pony: Friendship is Magic, Alternate Universe, Other, Original Character, Spike, Science Fiction, Adventure
Length: 172557

The Mane Six find themselves involved in multiple adventures throughout the Transformers multiverse with robotic bodies, trying to find each other and the reason they've been transformed.

An unexpected invasion of Equestria has happened. Without warning, Princess Twilight Sparkle and her friends have been abducted by aliens. When they next wake up, they find themselves inside new robotic forms not unlike the build of their abductors with muddled memories of what happened when they were brought aboard the ship. Before they could regroup, they're randomly scattered throughout another universe. Each one will have to learn the new properties of their robot bodies in order to find each other and find out why they were placed inside their new shells. Their journey will not be easy as they will have to deal with some of the nastiest 'Cons in Cybertronian history.

Pony/Transformer designs are based off of some of Atomic Chinchilla's drawings which were commissioned by NovDecJan. Co-written with Largefish8

Published 2016-06-08 01:40:01 UTC
Last updated 2020-08-02 19:50:21 UTC

Pinkie Pie vs. Rampage

Maximares Rising

Chapter 2: Pinkie Pie vs. Rampage

Pinkie happily hopped her way through Ponyville...well, Ponyville according to Pinkie. Pinkie was one of those rare individuals who could know when they were in a dream and play around with it. She was also probably completely nuts but that probably just helped.

"Morning, Twilight, beautiful day, isn't it?" asked Pinkie to a Twilight Sparkle with a very oversized head and glasses that were somehow too big for her eyes.

"It is indeed beautiful, the atmospheric conditions are quite beneficial to the plant life and the temperature is the exact measurements for tepidness. Did you know that back in-" said Twilight before Pinkie honked Twilight's nose. "Blah blah blah yappity yap yap yakkity yak blather blather yap blah," continued Twilight, apparently not even noticing her change of vocabulary.

Pinkie just giggled before continuing. Just another wonderful dream. This one itself had been going on for a little longer then was usual but Pinkie just assumed she was oversleeping again. Mrs. Cake would wake her up if she was needed.

"Lalalalalalalala...ooh!" said Pinkie. The last part was in reaction to several pink bumper cars driving down the street. When they got to her, they started changing, extending parts and folding in panels until they had become robotic elephants. Pinkie stared at them for a few seconds before saying, "Yay! Pink robo-elephant parade!"

The robo-elephants quickly aimed weapons at her...before with a flash of pink smoke, they turned into an assortment of instruments that the elephants began to play.

Pinkie led the robo-elephants down the street when a voice from nowhere snapped, "What is this scrap? You're supposed to be reeling with shock, not leading a parade!"

"Dreams aren't shocking, unless they have electric eels," said Pinkie as a pair of floating eels appear, "Or static socks," a pair of floating socks appeared, "Ooh, or maybe electric eel socks!" With a poof, the eels and socks merged into a combined pair.

"That...is...IT! I CAN’T TAKE THIS SLAG ANYMORE! YOU'RE NUTS! COMPLETELY OFF THE RAILS! We're starting from scratch...AGAIN!" snapped the voice before muttering “and those elephants were my favorite malware too."‏

"Can I keep the eel socks?" asked Pinkie as they 'swam' around her head.

"No, I'm going to erase all your datatrax so I can have a completely blank-" snapped the voice when the eel socks hit Pinkie with a dual electric zap that started making everything jittery and shaky.

The experimenter glared as he looked at the protoform before a drone said, "With respect, sir. Are we sure using such an...unstable subject is a bright idea?"‏

"As extremely annoying as she is, she's one of the needed pieces to finding the Enigma," said the experimenter, "There has to be some way to shut down her insanity so she can be reprogrammed."‏

The drone shuddered at that thought before he said, "Oh, yes. Navigation says we are almost through the NSC lines but a battlegroups close by. We may need to shut down power to the lab and reroute to the cloak."‏

"Double the security around the lab," said the experimenter, "I don't want any one of those protoforms getting loose."‏

"As you command," said the drone before the lights began to flicker, briefly going out as power was rerouted, coming back on to reveal a lack of protoform.

Pinkie opened her eyes to see that she was in some sort of metal pod. "Hmm, cozy, but I wanna stretch my legs," said Pinkie before hopping out. She looked around before hopping her way to a far doorway and out, ignoring the 'clank, clank, clank' she made as she hopped.

As she hopped down the corridor she found herself in, she noticed that everything was made of metal and very big. "I wonder if I'm in a castle," said Pinkie. She hopped her way onwards before reaching a window and pausing. “Oooooh...pretty," she said in awe, seeing the vast star field through the view, several flashing dots seen.

"Gummy, I don't think we're in Ponyville anymore. Gummy?" said Pinkie before looking around. "Oh, wait, that's right, I left him back at my place," she said before hopping along.

An automated message said at that, "All crew...reminder: Silent running protocols are still live. Please also be aware that a protoform has escaped containment. Command orders are live capture," before it went silent again.

"What's a protoform?" asked Pinkie before shrugging and kept hopping and humming to herself.

She paused as several much larger figures ran past, apparently on their way somewhere before hopping into a vast room, bigger than where the Gala had taken place. "Oooh..." said Pinkie happily, hopping in and eyes the huge controls everywhere. It reminded her of Vinyl Scratch’s DJ gear, several sizes bigger than usual.

"Hmm, there's only one way to determine what these things do: press every button until something happens," said Pinkie before hopping onto what looked like a chair before onto the control panel.

A voice yelled at that, "What the slag? What are you doing?" before the floor tilted, the view through the viewport tilting as it apparently turned, into the path of a large globe covered in red lights.

"Ooh, pretty," said Pinkie. A second later the 'dome' clinked against the viewport and the viewport turned into a blue fireball. "Oopsies," said Pinkie.

“Emergency...cloaking field disabled...NSC battlegroup altering course to intercept trajectory. All crew to code red," said the voice from earlier.

"Big oopsies," said Pinkie.

"Hey, that’s the protoform, grab her!" called one of the large robots from earlier, he and his fellow lunging at Pinkie.

"Better get going," said Pinkie jumping off the control panel. The two bots missed completely headbutting each other before Pinkie said happily, “That’s not how you play tag."‏

"Get back here!" snapped one of them, making a grab for Pinkie.

"Silly, I’m not it," giggled Pinkie, hopping away as the robots gave chase.

Pinkie proved to be annoying effective at evading them, even after they turned into race cars to chase her. The cars were almost finally on top of her before a side wall exploded, sending them flipping, a half dozen mechs striding through the hole, firing rapidly as more explosions were heard‏.

"Wow, this is a bigger party than I thought," said Pinkie.

"Warning: NSC boarding crews on multiple decks. All crew, shoot to kill," said the panicky voice as several of the new bots turned to look at her and took aim, two more running down a side corridor, chasing the two cars.

Just then, there was an explosion and an automated voice said, "Warning, transwarp cell damaged. Transwarp field becoming erratic."‏

"Oh...that sounds bad,” gulped Pinkie before giggling as energy crackled from a wall onto her hoof, tickling her insides. "Heehee, that tickles," said Pinkie.

"Warning: Breach in 10 seconds," said the voice at that, a rumbling felt through the floor.

Just then, a bluish white energy started crackling around Pinkie. "What's going on?" asked Pinkie before there was a bright flash.

Pinkie staggered as it felt like someone had spun her like a wheel before dropping her somewhere. And as soon as her eyes focused, she saw that the 'somewhere' was a swamp.

"Ooooh...my head feels all tingly," groaned Pinkie, shaking her head to clear the weird lines from her vision. She looked down at the water and asked, "Are there any hydras in there? Any cragodiles?"‏

‎A few reptilian eyes peered out the swamp at that, eyeing her. "Well, I better get to some place dry," said Pinkie before looking up at the cloudy sky, "I wonder if it will rain."‏

A second later something splashed up and chomped her, dragging her down. A few bubbles surfaced before a 'bleagh' was heard and she was spat into the sky with a 'wheeee'‏.

After sailing through the air for a while, she ended up landing in a tree. "Wow, that was fun!" said Pinkie, "I wonder if I could do that again."

As she was trying to figure out to get down from the tree, a white owl landed on a nearby branch. And it wasn't just a white owl, it was easily the biggest owl, heck, the biggest bird that Pinkie had ever seen, except that ostrich that she saw in Fluttershy's garden.

“Ooooh...is this Everfree?" she asked happily, looking around before pausing, her position in the tree allowing her to see mountains and a savanna that were definitely not Equestria‏.

The owl gave her a stern look before saying, "Leave."

Pinkie tilted her head at that before saying, "I didn’t know owls could talk except to ask questions."

"Maximals aren't welcome here," said the owl.

"Oh, that's ok, I'm not a Maximal," said Pinkie, "I'd have to know what a Maximal is to be one, right?"‏

The owl cocked its own head at that. “You aren’t a Maximal? Are you a Predacon? You do not act like one," it said in a cold tone.

"What does a Predacon act like?" asked Pinkie.

The owl blinked before saying, "You really have no idea what I speak of."‏

"Nope, not a clue," said Pinkie happily.

"Hmm...what brings you to this world, little lost Cybertronian?" the owl asked calmly‏.

"A big flash," said Pinkie.

"A big...flash? I trust there is more information than simply 'a big flash'," said the owl skeptically, wondering if the protoform in front of it has CPU damage.

"Well, there was a big metal room, a bunch of metal guys fighting other metal guys," said Pinkie, "Oh, and I think we were in outer space."‏ The owl blinked slowly before making a tired 'hoo' before jumping as Pinkie said, "I don’t know, I’ve never met any of them."‏

The owl sighed before saying, "Here, let me try something," before closing its eyes.

A second later, he screeched as he delved deep into the mind of the one he now knew was Pinkie...a world of pink elephants, chocolate rainclouds and enough of a substance called sugar to launch a star cruiser. The owl staggered before falling off his perch in an entirely unbecoming way.

Pinkie looked down and asked, "Are you ok, Icebird? Wait, how did I know your name?"‏

"I’d ask how you managed to read my mind...but your mind is far from normal, Pinkamena Diane Pie," groaned Icebird from where he’d landed‏.

"Really? What number am I thinking right now?" asked Pinkie.

"You’re thinking of a substance called ice cream," said Icebird calmly.

"Wow, you're good," said Pinkie, "So...where are we anyways? This doesn't look like Froggy Bottom Bog."‏

"That is because it is not. This swamp is on a planet on the galactic fringe," said Icebird, flapping back up.

"So this is another planet?" asked Pinkie, looking around, "I always thought another planet would look more...other planety."‏

"I'm surprised you even know what yours looks like, given you are in your own little world,” muttered Icebird‏.

Pinkie's stomach rumbled a bit before she asked, "Is there anything to eat around here?"‏

"There is plenty of food. You are an equine," said Icebird calmly.

"But there's nothing around here but moss and grass," said Pinkie.

"So? The grass is perfectly edible to equines," said Icebird loftily.

"Ew, just plain grass? With no sugar or ketchup or anything?" asked Pinkie.

"What is this 'ketchup'?" asked Icebird‏.

"Wow, I really am on an alien planet," said Pinkie, "Don't you guys have any apples or berries or something here?"‏

"There are those, yes," said Icebird calmly.

"Good, cause I'm really getting hungry," said Pinkie as she tried to wiggle her way out of the tree.

"I think you should..." began Icebird before wincing as Pinkie landed with a crunch at the bottom of the tree.

"It's ok, I landed on my head!" called Pinkie.

"Of course,” muttered Icebird‏.

As Pinkie righted herself, Icebird flew down and said, "I better show you the way. You're liable to end up in a quicksand pool without a guide." Suddenly, his body started to unfold and his head and wings tucked inside. A new pair of legs appeared from what was his shoulders as his zygodactyl feet became a large pair of paws. A new head emerged from where his tail feathers word as the panels of his body snapped back into place, completing his transition from snowy owl to polar bear.

Pinkie clapped her front hooves together in applause before saying, "That was neat. Do it again."‏

Icebird sighed and said, "When I have need to, I will. For now, let us focus on moving."‏

Pinkie Pie looked disappointed for a second before she suddenly perked back up, following the polar bear along.

Meanwhile, a green wasp was buzzing around another part of the forest. This wouldn't be unusual except that the wasp was a lot bigger than any insect had business being.

“Urgh...why Wazpinator have to do lone scout mission? Wazpinator always blown up when on scout mission,” groaned the wasp, buzzing around and focusing its eyes on the surroundings.

Just then, a voice on Waspinator's comlink made him stop. "Waspinator, I have a new mission for you," said Megatron's voice, "You are still in the swamp, yes?"‏

“Yezz...Wazpinator still in horrid smelly swamp with itz giant biting reptiles," said Waspinator, muttering the last parts darkly.

"Excellent, I've just picked up a transwarp energy pulse in that location. You shall investigate it," said Megatron.

"Why Wazpinator alwayz get dangerous missions like that?" moaned Waspinator as the com went dead.

He was about to start searching with the comlink clicked on. "Oh, one more thing," said Megatron, "I'll be sending in Rampage to give you some backup."‏

Waspinator groaned at that. “Not Crab-Bot. Wazpinator definitely get blown up," he said gloomily.

"Oh, I'm afraid I must insist," said Megatron, "We can't let anything valuable slip away because your clumsy servos, now can we?"‏

"Yez...Wazpinator will help Crab-Bot," groaned Waspinator‏.

"I knew you'd see it my way, yes..." said Megatron, "Start scouting ahead and when Rampage gets there, report to him."

"Why can't Crab-Bot do scouting?" whined Waspinator.

"Because Rampage doesn't make very convincing bait," said Megatron before signing off.

Waspinator groaned before flying back towards the swamp. One day, being a scout would be the spark loss of him.

Meanwhile, Pinkie and Icebird were trudging through the swamp. Thankfully, Pinkie was remaining quiet, though the constant splashing from her hopping was starting to annoy Icebird.

"Can you please walk normally?" Icebird finally snapped, turning to look before pausing as the final hop covered his face in swamp muck from the splash.

"Oops, sorry," said Pinkie before pausing as she heard a rustle in the bushes. As Icebird was wiping the muck from his face, Pinkie went over to the bushes and tried to see what was in there. She was about halfway there when a large wolverine sprang out at her with a roar.

Pinkie jumped back with a surprised scream before zooming back at a speed that impressed Icebird‏. The wolverine snarled and charged at Pinkie faster than what a wolverine ought to be capable of doing. But Icebird was able to slap the wolverine at just the right time to keep it from attacking Pinkie. "Enough, Dinobite," snapped Icebird, "She is not a Predacon."‏

"She has the smell of them on her," snarled Dinobite‏.

"She does not even know what a Cybertronian is, let alone Maximals and Predacons," said Icebird.

"Then she lies. She is a Cybertronian herself. Not that it matters. Without a form, she'll short out from energon exposure soon." Dinobite sneered.

"Wait, you guys say I can transform too?" asked Pinkie.

Dinobite and Icebird looked at one another at that before Dinobite said, "Was your spark damaged by any chance?"‏

"More like her processor was," said Icebird, "I could barely make anything out of her datatrax."‏

"So she’s insane. We should dump her with the Maximals and be done with it," said Dinobite‏.

"I was escorting her there right now," said Icebird, "She needed all the help she could get to get through..." He paused before asking, "Do you hear that?" The other paused and soon noticed a buzzing sound getting closer.

The three looked up to see Waspinator fly overhead, mumbling angrily to himself and therefore not noticing. "A Predacon..." growled Dinobite.

"Is that what a Predacon is?" asked Pinkie, "It looks like a big bug to me."‏

"Shut up, you fool, before he hears us!" snapped Dinobite, as Waspinator flew off and out of sight.

"What's so bad about a big bug?" asked Pinkie.

"They're Predacons. They will shoot you on sight," snapped Icebird‏

"That's not very friendly," said Pinkie.

"Predacons are not 'friendly'. They are warlike and dangerous. You should learn that quickly," snapped Dinobite, losing what little patience he had.

Pinkie blinked before asking, "So what do you do for fun around here?"‏

"Fun?" said Icebird, he and his fellow looking confused.

"You know, games, parties, jokes and pranks," said Pinkie before gasping and saying, "Are you saying you don't know how to have fun?"‏

"You honestly have no idea what hell you’ve dropped into," said Icebird, doing to his personal danger, another look into Pinkie’s mind, this time a history lesson for her. ‎While Pinkie stood stock still, Icebird seemed to be suffering some kind of nervous breakdown, mainly showed by random parts of his beast mode switching back and forth.

"Icebird...brother, are you ok?" said Dinobite carefully, poking Icebird and jumping back as Icebird started laughing. Dinobite snarled at Pinkie and snapped, "Stop poisoning his mind!" before slapping her hard. The blow was hard enough to make her hit a rock on the ground with her head, knocking Pinkie out.

"So you've really been to other planets?" asked Pinkie excitedly, "What are the ponies there like? Do they have awesome parties? Do their cakes taste yummier than ours?"

"Actually, most other planets don't have ponies like you there," said Discord.

"Oh? What do they have?" asked Twilight, suddenly all interest before Discord said, "There is one race, my kind of people. Hardly any magic of their own, nobody to regulate their weather and hardly any natural abilities except their imagination and they've already been to their own moon," with a happy voice before his smile vanished. "And then there are others that would eye this little planet like the last cupcake in the shop. Creatures that make Cellie and Loony look like foals," he said, his eyes literal black orbs with a red dot in the middle.

‎"Surely there couldn't be any races that can be so advanced and savage," said Rarity.

"Tell me, if you see an ant hill, would you be...grief stricken if you accidentally trod on one? Except dear Fluttershy of course," Discord said calmly before continuing, "To them, you are nothing, possibly less than that anthill, except maybe the Ashen. They'd probably attack because the ant was their distant cousin."‏

"Well, Ah’d feel bad, but Ah’d be more worried about them ants bitin' me," said Applejack.

"Ah, but the ants bite would hardly kill you. It’s the same with them. They would barely notice your strongest spells. They wouldn’t even need to land," said Discord darkly.

"But they'd never come here, right?" asked Fluttershy nervously.

"Maybe, my family always has fun putting them off," said Discord thoughtfully, though a hint of bitterness could be heard if you listened closely.

"I didn't know you had family," said Twilight.

"Did you think I was the only draconequus in Equestria?" asked Discord.

"Well, yeah," said Rainbow Dash.

"Oh, there used to be lots of us. Many of us got bored, left or fought one another. I stayed behind. I never thought my family’s scuffles were interesting when I could be having fun. It’s just as well Celestia let me back out before any of the neighbors noticed I was gone," said Discord happily, waving his hand a stickman cartoon following his narration, showing at first, hundreds of stickman draconequi, changing to a cartoon fight cloud and then many of them floating up with suitcases, a stick-draconequus that was clearly Discord left behind, waving a handkerchief at them.

"Oh, I didn't realize you were so lonely," said Fluttershy.

"Well, I don't miss all of them very much," said Discord, "Some of them were just plain obnoxious.” Applejack and Rainbow Dash exchanged glances at that, wondering how bad those other draconequi must have been if Discord thought they were obnoxious.

“Anyhow, maybe you'll be lucky? The humans in the void are quite fun, especially the mercenaries. Think of the fun we could have if one came here?" said Discord cheerfully, his eyes back to normal.

‎"Maybe we should go see if those UFOs are friendly," said Pinkie, "We can have a big 'Welcome to Equestria' party."

"Oh, yes, that could work so well," said Discord before changing into a spaceman suit with an oversized brain and skull-like face. "We come in peace," he said in a monotone voice before shooting his ray gun and zapping Spike's tail.

There was some laughter, even Spike laughing (probably because the ray gun fired a tickling charm) before Discord suddenly paused before looking up at the same time a knock was heard at the hall doors.

"I'll get it!" called Pinkie before hopping over to the doors.

The mayor was at the door, half the town outside as well. The cause was clear, a trio of metal machines flying overhead with a metallic shrieking noise, circling the town.

"Wow, where'd you get those things?" asked Pinkie.

"They just appeared, princess," said the mayor desperately as the trio of machine split off, one spinning in place and starting to fly towards the tree.

"I'm not a princess, that's Twilight," said Pinkie, "I'm more like, um, uh..."‏

Discord however seemed to snap out of it at that before yelling in a serious tone, something that got everyone’s attention. "GET OUT OF THAT THING’S SIGHT!" just before two yellow bolts were fired...

Pinkie woke up to found that she was moving and was feeling something furry. It took a while for her to realize she was being carried on Dinobite's back.

She looked up to see Icebird as an owl again looking down at her. "She's awake. You can put her down now," he said calmly.

"Finally," grumbled Dinobite before dumping Pinkie off. Pinkie just barely avoided falling into the pond they were next to.

"Hey, that wasn’t very nice, Mr. Grumpy McGrumpypants," snapped Pinkie, getting back up.

"Silence! If I had my way, I would dismantle you for nearly driving my leader insane!" snapped Dinobite‏.

"Enough, Dinobite," said Icebird as he flew down to the ground and transformed back to bear mode, "It's not your opinion alone that matters. All the Mutants should have a voice in this."

"More Mutants?" asked Pinkie before she noticed a bubbling in the water. From the depths of the pond came a large red barracuda and a big grey alligator.

Pinkie’s eyes went wide before narrowing on the barracuda, “You’re the one who tried to eat me."

The barracuda muttered, “Yeah...you tasted terrible."‏

"Ingestion, unwise," said the alligator in a robotic monotone, "Protoform, indigestible."

"Oh, you think you're smarter than me, don't you?" grumbled the barracuda.

"Poison Bite, inferior, Soundwave, superior," said the alligator.

"You're not Soundwave," said Icebird in a tired tone, "Your name is Leatherhide and you're not an ancient Decepticon."

"Yeah, quit acting crazy," said Dinobite.

"Information: irrelevant," said Leatherhide, sinking slowly back down before Pinkie said. "My name’s Pinkie Pie, nice to meet you all."‏

"What kind of name is 'Pinkie Pie'?" demanded Poison Bite, "She's a Predacon spy, isn't she? She's been sent to find us so Megatron can keep experimenting on us, hasn't she?"

"No, she’s just completely damaged goods," said Icebird dryly.

"Then why hasn't she transformed?" demanded Poison Bite, "She's hiding her faction symbol, isn't she?"‏

"I’ve been into her head, Poison Bite. It is not the mind of a Predacon...or a Maximal. It is...let’s be generous and call it unique," said Icebird, pausing as he shuddered.

"So how do I transform?" asked Pinkie before blowing on one of her hooves.

"Your T-cog. We all have one," said Dinobite‏.

"Really?" asked Pinkie before she started poking her belly.

Poison Bite finally said, “Ok, she’s not a spy. No spy’s that moronic."‏

"Great, can we toss her out of our swamp now?" asked Dinobite.

"No...not until we know where to send her. A protoform will not last 3 minutes," said Icebird scolding.

"Maximal territory, preferable," said Leatherhide.

"Fine, we will escort her to the edge of Optimus’s territory," said Icebird calmly.

"Alert, aerial disturbance, detected," said Leatherhide as the buzzing sound was heard again.

"Mutants, ready yourselves," said Icebird sternly.

Then the big green wasp flew down through the mists. "Ooh, Wazpinator find transwarp signal, Wazpinator find many beast-bots, Wazpinator, terrorizze!" The wasp converted into a bipedal robot, holding its stinger like a gun.

With that, Waspinator landed, aiming his blaster before Icebird said "Seriously?" in a dull voice.

"This is who we've been worried about?" asked Dinobite, "That's Megatron's whipping bot."

"We can take this guy easily," said Poison Bite.

"Wazpinator not afraid of Maximals," said Waspinator, aiming at them.

"We're not Maximals," said Dinobite before he flipped over his front legs while the rest of his body folded inwards as his tail spun around and extended before new forelimbs and a head emerged, finishing his transition to a velociraptor.

"And you should be afraid," said Poison Bite before jumping out of the water. His head and tail split in half before repositioning to the sides, his tail fins and side fins become legs and allowing a new tail to emerge as the head halves became claws and the new head popped out, completing his scorpion mode before he landed on land.

Pinkie Pie clopped her hooves together before her head shuddered in place and she side stepped as Waspinator angrily fired at her. “How did pink protoform do that?" asked Waspinator in confusion.

"Guess I still have my Pinkie sense," said Pinkie Pie, "Now how do I do that shifting thing?" She continued poking at herself with her hooves.

Waspinator however was trying to shoot the others, with his usual lack of marksmanship until Icebird clonked his head off. Waspinator staggered around before finding his head and putting it back on. "Wazpinator finished scouting. Wazpinator going home now," he said before changing to wasp mode and flying off.

"Leatherhide, we can't let him report to Megatron!" said Icebird as he changed to owl mode.

"Affirmative," said Leatherhide as he crawled out on land. He stood up on his hind legs as they shortened into his body. His front limbs expanded and attached to extensions of his torso while his head flipped down to become part of his chest and allow his other head to pop out. After that, Leatherhide in his bat mode and Icebird in his owl mode flew off after Waspinator.‏

Dinobite and Poison Bite looked at each other before back at Pinkie who was inexplicably sticking her hoof through one ear and out the other. "Spark dammit," groaned Dinobite, hanging his head as it dawned they were stuck babysitting‏.

I am not gonna spend my solar cycle watching over a protoform who doesn't even know how to transform yet," said Poison Bite.‏

"Icebird will not be pleased if we lose her." said Dinobite coldly only for Poison Bite to say "Then we'd better find her, causing Dinobite to spin to see a Pinkie-shaped hole in the world and an important lack of the protoform.

Pinkie meanwhile was bouncing her way towards the edge of the swamp.‏ "I'll be back later when I find out where everypony has gone," said Pinkie, "Ooh, maybe I'll bring cupcakes. They'll like cupcakes."

Unknown to her, however, a dark intelligence had noticed her presence and was waiting for her to get closer. The creature, looking like a giant crab, peered out the water, eyeing its prey, Pinkie. The protoform’s spark practically called to him to be absorbed.‏

"Oh, such gushing joy, such brimming energy," said the crab, "Such a sumptuous meal. But it needs more flavor, a taste of terror..."‏

With that, the crab slowly headed through the water towards Pinkie, who was obvious to him. The crab's claw was opening wide and was getting ready to grab the pony when she suddenly stopped and looked at her knee.‏ "Ooh...pinchy knee...that means something scary is going to happen,” she said cheerfully, the crab pausing before vanishing back into the water.

'Hmm...this one has better sensors than I thought. Let's just see what she's capable of. It'll be more amusing,' thought the crab. He was about to try again when he saw two of the Mutants run into view. “Hmm...three is harder...I can wait for my moment," the crab muttered to himself, settling under the water.

"What were you thinking, protoform?" snapped Poison Bite as he scuttled over to Pinkie, "This isn't a place to be hopping around without care."‏

“Oh, silly. It’s not even close to as bad as when Tirek blew up the library or Everfree Forest," said Pinkie cheerfully, Dinobite glad he was in raptor form so he could facepalm‏.

"It's still dangerous to wander off on your own," said Dinobite, "There are predators as well as Predacons out there."‏

"I don’t see anything. I got a pinchy knee for a second but nothing happened," said Pinkie happily.

"So what?" snapped Poison Bite.‏

"If I get a pinchy knee, that means something scary’s about to happen," said Pinkie sagely.

Dinobite and Poison Bite exchanged looks. "Admittedly, she'd not be the only Transformer with precognitive abilities," said Poison Bite.

"You seriously expect to believe that?" asked Dinobite.

"I'm gonna check the area to be sure," said Poison Bite before shifting into barracuda mode and jumping into the water. He swam around, his eyes peering through the gloom but not seeing anything. He finally snorted and surfaced, “There's nothing down there except weeds."‏

"See? I told you there was no-" said Dinobite before something grabbed Poison Bite from behind and dragged him under the surface.

He found himself struggling in a giant crab's claw and being dragged towards a nasty set of jaws. "Mmm...fresh fish," said the crab creepily. Poison Bite struggled as best he could, before transforming to scorpion mode and digging his stinger in.

The crab let out a cry of pain and let go of Poison Bite, giving the Mutant enough time to change into barracuda mode and make a shot for the surface. He jumped out of the water and yelled, "Get back!" The crab soon surfaced, roaring and snarling angrily.‏ Pinkie yelped before looking at Dinobite and saying, "Never mock the sense."‏

The crab snapped its claws at Pinkie and Dinobite before they scrambled to get out of the way. The crab lumbered out of the water and said, "I would have been a good sport and given you a running start, but your scorpion fish has spoiled my mood. Rampage, terrorize!" The crab flipped upwards as it became a massive bipedal robot, his crustacean limbs going onto his shoulders and back.‏

Pinkie stared, her jaw falling open before she screamed and shot off, Dinobite and Poison Bite doing the same and following.‏

"You can hide, but you can't run!" taunted Rampage before charging after them.‏

"Who is that guy?" screamed Pinkie, somehow keeping ahead of the two Mutants.

"That's Rampage, the most monstrous and destructive psycho on Megatron's team," said Dinobite.‏

"Who's Megatron? Is he related to Tirek?" asked Pinkie.‏

"He's the leader of the Predacons, you fool!" snapped Poison Bite.‏

"But I don’t know any Predacons except for that silly giant parasprite," Pinkie yelled.

"Doesn't matter, Rampage will tear you apart for fun," said Dinobite.‏

"Oh, that’s not fun at all," yelped Pinkie Pie, before yelling "TWITCHY TAIL!” and hopping to the side as a rock Rampage had thrown landed where she had just been.

"How did-" started Poison Bite.

"I'll explain it later, as much as I can," said Pinkie, "But let's get away from Mr. Crabby first."‏ Pinkie shuddered again before saying, “Turn left."
As she and the Mutants veered left, Rampage cackled, "You won't get away that-" before suddenly he stepped into the slippery mud and lost control of his momentum.‏

"Pinkie sense rules as Dashie would say," cheered Pinkie as Rampage continued on his way and into a tree.‏

"That won't stop him for long," said Dinobite, "We gotta run."‏

The trio legged it at that as Rampage pulled himself up, almost slipping back over as his feet failed to grip the mud. “Stupid planet," he complained. Switching back to crab mode, his foothold stabilized considerably. "So, they want to play hunter and prey? That's just one of my favorite games," said Rampage before scuttling into the underbrush.‏

Pinkie slid to a halt, gasping for breath before saying, "I miss the Corner," in a sad voice.

"Who cares about your corner?" grumbled Poison Bite, "We're all doomed now. Megatron's gonna hear about us and will have us all captured and dragged back to his lab for more experimenting. If Rampage leaves any of us online when he's done."‏

"He sounds worse than Gilda...big meanie pants,” said Pinkie before a voice said “Big meany pants, that’s a new name for me."‏

Pinkie jumped and tried to run when a giant claw grabbed her. "So, what kind of protoform are you?" said Rampage, holding Pinkie up to his face, "Such advanced sensors, but not a Transmetal or a Fuzor. What other secrets are you hiding?" His hold on Pinkie tightened greatly. He stopped as Pinkie’s head and backend inflated with a squeaking noise. "And apparently not bound by reality either,” said Rampage‏.

"Let go, you big crabby bully!" yelled Pinkie before Rampage squeezed her again. This time, he got a different reaction. Pinkie's limbs extended into robotic arms and legs while her tail clipped to her back and the front half of her head went to her chest. Pinkie looked at herself with her new robotic eyes and said, "Cool, I transformed."‏

"That’s good. SHOOT HIM!” yelled Dinobite.‏

"Ok," said Pinkie before converting her right hand and shooting at Rampage.

The Transmetal crustacean just laughed and said, "That tickled. You call that a blaster?" His own weapon unfolded, "This is a blaster."‏

"We have no need of blasters here," said Poison Bite as his stinger started glowing blue. A similar blue glow came from the top of Dinobite's head and eyes. As the glow intensified, a faint blue glow appeared around Rampage's claw and slowly forced it open, allowing Pinkie to wriggle loose. Rampage snarled before swinging his other claw around, sending the Mutants flying.‏

Pinkie was about to get out of reach when Rampage grabbed her by the leg. "You're not going anywhere yet," said Rampage, "But I think we need a less crowded place to play." The giant crab scuttled off, his vicelike grip holding Pinkie tight.‏

Dinobite shook the static from his vision to see Rampage vanishing out of sight. "Dammit...Poison Bite...wake up,” he said‏.

"Ow, my processor..." groaned Poison Bite as he struggled to get up.‏

"Easy...Rampage took the Maximal," said Dinobite carefully.

"Why should we care?" asked Poison Bite, "It's not like we're friends."‏

"Rampage took her. No creature deserves to be left to his mercies," said Dinobite‏.

"We're not exactly the heavy brigade," said Poison Bite.‏

"We're better than nothing," said Dinobite‏.

"We ought to at least get the others," said Poison Bite, "They had to have finished with that wasp by now."

On cue, Leatherhide and Icebird landed. "Poison Bite, Dinobite, where is the protoform?" asked Icebird.‏

"Rampage grabbed her," said Dinobite sourly.‏

"What?" snapped Icebird‏.

"The big crab snatched her," said Poison Bite, "We tried to save her, but that monster's unstoppable."‏

"No, we are going to go get her. Megatron will not be allowed to use her for his experimentation," snapped Icebird‏.

"If Rampage even brings her to Megatron, whatever's left of her," said Dinobite grimly.‏

"Then we find Rampage before he can take her to Megatron," said Icebird calmly.

"You do realize this is the immortal Protoform X we're talking about," said Poison Bite, "Even we know he was bad news back on Cybertron."‏

"All the more reason to try and rescue her," said Icebird‏.

"Even our combined telekinetic power probably won't be enough," said Poison Bite.

"Query, has the protoform accessed her robot mode and weapons?" asked Leatherhide.‏

"She did, but her weapons are clearly not fully charged. It had little effect," said Poison Bite‏.

‎"Armor thickness, considerable," said Leatherhide, "Protoform weaponry, inadequate."‏

"She will also be in danger of energon exposure if we don't find her soon," said Icebird‏.

"You better have a better plan than just going after them," said Poison Bite.‏

"We don’t have a choice. The longer we stay here, the harder it will be to find her," said Icebird‏.

Poison Bite sighed before saying, "Then we better get moving."‏

Meanwhile, Rampage was learning the same hard lesson that Icebird had: that Pinkie was completely unscareable and WOULDN’T SHUT UP...not even in stasis mode.‏

While most Transformers would have found her chattering unbearable, Rampage was intrigued by this protoform's complete lack of fear. He'll be taking a long pleasurable time in teaching exactly how to feel terror.‏

"So...I’ve never seen a protoform like you. Especially not one that has clearly been exposed to lethal amounts of transwarp energy. It will be interesting to see what kind of circuitry was used in your creation," said Rampage smoothly, running a scanner over Pinkie and wincing as she went off into some strange story involving a creature called a hydra and one of her apparent friends before he tuned her out again.

Finally, Pinkie said, "But enough about me, how about you? Why is everyone so afraid of you?"‏

Rampage paused at that before turning to fix her with a half-amused look. "You want to know about me?" he said, smirking as he realized he had a good way to finally scare the little pink twerp servoless.‏

"Yeah, you can't really be as mean as everypony thinks you are," said Pinkie.‏

"I eat Cybertronian sparks, usually while their owners are still alive," said Rampage with an evil grin.

Pinkie paused and asked, "You eat what?"‏

"You don’t know what a spark is?" said Rampage, sounding intrigued.

"Not really. I don't that much about Cybertronians," said Pinkie.‏

"Well...you say you were an organic species before this. Your spark, it’s something organics call a 'soul'," said Rampage, pausing to let that sink in and enjoying as the protoform’s smile slowly faded. "Of course I've never actually eaten a soul, though I have had several organics before," said Rampage, "Humans and Nebulons aren't too filling unless you eat a lot of them at once. And there was more than plenty of them at Colony Omicron."‏

Pinkie was staring at this point, her optics pinpricks before Rampage said quietly "Are you scared yet?"‏

"You're just pulling my leg, right?" asked Pinkie, "I bet you're a lot nicer than you say."

"Nice?" laughed Rampage, "Do you have any idea of what I am? The Maximals thought they could make an indestructible warrior from me. And they were right. My spark will never go out and nothing can keep my body down for long. Too bad they could never control me, eh?"‏

"A-and you gave them a thank you party for your super powers?" whimpered Pinkie as Rampage seemed to think about it before saying “If you count devouring their sparks as a 'party'." with every sign of glee at the memory.

"But why would you be so mean?" asked Pinkie, "You can't feel good for giving everypony misery and pain."

Rampage laughed loudly at that. "Life is misery and pain," laughed Rampage, "Anyone who says otherwise is selling something. I live with misery every waking nanoklik, especially when Megatron feels like squeezing the other half of my spark. And your beastly friends live with even greater misery, or didn't you notice?"‏

"I...I only just got here...my new friends are sad?" said Pinkie, in a glum voice.

Rampage said, “They couldn’t be more miserable. Do you know why they haven't changed into robot forms like yours? It's because they don't have them anymore. They used to be Fuzors, with beast modes that were half one animal, half another. But then Megatron got to them before the Maximals and experimented with them. He infected them with a virus that was supposed to shut down their T-cogs and then the rest of them. But something went wrong and now they're trapped between two beast modes. I bet just having you around makes them bitter about not having robot modes anymore."‏

Pinkie whimpered at that, Rampage smirking before delivering the coup de'grace, "They probably left you behind on purpose." With a sound like a deflating balloon, Pinkie's mane and tail drooped flat.‏

Rampage paused at that, noting the pink also seemed darker. "Fascinating...a physical change bound to her mood," he muttered. He leaned in and said, "The only real way to alleviate misery is to spread it to others. Take it out on them and it makes the hurt go away for a while." A buzzing sound caught his attention and he looked up. "Ah, a perfect target," he said with glee.

Waspinator sighed to himself as he landed outside Rampage’s lair. Megatron had somehow heard that Rampage had made a capture and had sent Waspinator to demand an update. "Why Waspinator have to go to Crab-Bot’s lair?" he muttered, transforming to bot form to go inside, if only so he could have his blaster. He personally didn’t trust Rampage one bit.‏

"Crab-Bot, you in here?" called Waspinator.

"Ah, the wasp, come in to my humble home," said Rampage's voice with enough charisma that Waspinator barely kept himself from running back outside.‏

"Crab-Bot needs to stop being creepy. Megatron wants to know if you are finished with Pony-Bot," said Waspinator.‏

"Oh, I think I'm getting close," said Rampage's voice, "In fact, you're just in time to help with her first lesson."‏

"Wazpinator not like sound of that," gulped Waspinator‏.

"It's rude to stand at the doorway," called Rampage, "Are you going to come inside or shall I have to bring you in?"‏

Waspinator gulped at that and slowly stepped into Rampage’s cave, panning his blaster around in case anything jumped out. Maybe if he was fast, he could stun Rampage and fly away before his spark was eaten.‏

"Oh, don't be shy. I'm not nearly as bad as the spider," said Rampage's voice.‏ Waspinator whimpered at that before heading further forward.‏

Suddenly, Waspinator was grabbed by the shoulder and lifted off his feet. Waspinator gave a scream and tried to fly away. "Oh, calm down," said Rampage, "I'm not going to hurt you."

"Crab-Bot promise?" asked Waspinator nervously.

"I won't touch an antenna on your head," said Rampage reassuringly. Waspinator gave a sigh of relief before Rampage said, "But I can't be certain about my new friend."‏

Waspinator whimpered as he was tossed forward into the back of the cave, Waspinator noticing to his personal full scale terror, a pair of open stasis cuffs. "Wazpinator hate hiz job,” he said gloomily.

"He's all yours, little friend," called Rampage, "Let him feel your misery."‏

Waspinator yelped as the 'room’ was sealed off with a boulder before Waspinator panned his blaster around, a crackle making him fire repeatedly with a rather girly shriek before his blaster was sent flying. "Hey...you wanna make some cupcakes?" said a voice behind him‏.

"Wazpinator not want cupcakes," Waspinator whimpered.‏

"Well, TOUGH!” screamed the protoform, in robot form and lunging at him, her optics red and a nasty-looking blade extending from her wrist.

Rampage chuckled at the sound of Waspinator's not uncommon screams. Oh sure, the bug gets taken apart all the time and put back together. But it was so refreshing to hear another bot do it for the sake of sheer pleasure.‏

The protoform’s cheerful voice said, “All finished. I don’t think he'll make a good cupcake." Rampage pulling the rock aside and jumping back as Waspinator’s parts were thrown out.‏

"Why universe hate Wazpinator?" groaned the poor Predacon's head.

Rampage cackled with delight and said, "Very good, Sparkbreaker. So, has your misery been sated for the time being?"

The protoform frowned and said, "Not really. It kinda feels worse now."

Rampage patted her head and said, "Give it time. You'll adjust to it in no time."‏

The Mutants peered of hiding to see rampages cave, Leatherhide saying, "Offensive opportunities: poor. Recommend contacting Maximal forces for reinforcements."‏

"As if we could count on them," said Poison Bite, "We don't time for them anyways."‏

Icebird nodded. "Agreed, by the time they arrived, it will be too late," he said before the group peered down to see Rampage and Pinkie in robot form come out. ‎The Mutants quickly moved out of sight, though Icebird seemed to fade away.‏

The group headed forward in time for Pinkie, back in pony form, but a darker shade to trot out, Rampage behind her. “Very good, Sparkbreaker. Megatron will be impressed," he was saying.

"Why should I go to Megatron?" grumbled Pinkie.‏

"Because Megatron will give you far more options to spread your brand of misery," said Rampage calmly‏.

"He sounds like a big jerk," said Pinkie dourly.‏

"He is our leader, young protoform. The rightful leader of all Cybertronians," said Rampage‏.

"Like you actually believe that," said Pinkie.

"True, but he does have the other half of my spark," said Rampage, "And that isn't a metaphor. He has my spark half stuck in a little energy cage and he can squeeze it any time he wants me to behave. Say...you can help me get it back."‏

"Do I get to stab things?" asked Pinkie/Sparkbreaker.

Rampage smirking evilly. “I think you've definitely got a better disposition," he said‏.

"Can I stab this Megatron chump?" asked Pinkie.

"Only a little," said Rampage, "I need him to put my spark core back in. And I'd rather have him mostly to myself. But after we're done with him, we can crush all the other Predacons, then the Maximals, then we'll go take care of those Mutants."‏

Pinkie smirked at that before frowning, her left optic and her ear twitching. "Someone’s spying," she said darkly.

"How unfortunate for them," said Rampage before lifting his rear, revealing where his cannon was stored in beast mode. Two missiles shot out behind him.‏

The missiles shot back and hit Poison Bite and Leatherhide, sending them flying into some trees.

Icebird glared from his cover. The protoform had clearly been corrupted, even now there was the faint sign of a Predacon symbol on her hind quarters, over the weird balloon image that had occupied it‏. He was not about to stand by and let the protoform be twisted to Protoform X's twisted design. He sprang forward, shifting to bear mode as he did and landed on top of the giant crab.‏

Rampage roared in surprise as Icebird seemed to appear out of nowhere. Pinkie glared and took aim, only to be tackled by Dinobite in wolverine form. "Stop struggling or I'll remove something," he growled, trying to hold the struggling protoform down‏.

"Let me go, you mean, friend-abandoning jerk!" snapped Pinkie.‏

"Stop struggling, you fool. We're here to rescue you," snapped Dinobite, shifting to raptor form so he could hold her better with his forelimbs.‏
As they struggled, Leatherhide flew back and started screeching at Rampage, disorienting the monster with his powerful sonic frequency.

"Why would you rescue me? You abandoned me!" snapped Pinkie.‏

"No...he knocked us out and kidnapped you," snapped Dinobite, the two being pushed away from one another as Icebird knocked into them. Pinkie immediately jumped to her feet and began firing multicolored blasts at Dinobite‏.

In a flash of light, Poison Bite was suddenly on her back, struggling to get a hold of her. "Get off!" snapped Pinkie, switching back to pony mode and trying to buck him off. However, the scorpion was able to get a decent hold and Pinkie didn't nearly as much rodeo training as Applejack.‏

"You aren’t doing anything till you come to your sens-urk," snapped Poison Bite, choking as Rampage clamped his claw around his neck and pulled him back

"I don't need to come to my senses. I already who my enemies- Ooh, baby alligators!" said Pinkie, not even Rampage's teaching could tame Pinkie's flighty attention span. She went to the little alligators that all hissed at her. "Aw...you remind me of Gummy, but with teeth," said Pinkie.

Pinkie, her old dizzy personality back at the sight of such a memory reminder, didn’t notice the annoyed mother slowly peering out the water and her and headed for her like an angry and hungry submarine...with teeth. It opened its mouth and was about to lunge when Dinobite bashed Pinkie out the way, the alligator chomping on his tail instead and pulling him into the river.

"Dinobite!" yelled Pinkie before diving into the water after him.‏

Rampage paused in his choking of Icebird to see that. "Oh, what a shame. She had such promise. Maybe I’ll be able to salvage her spark for a cheap meal?" he said conversationally to Icebird‏.

"You don't care if she perishes or not?" snapped Icebird, "Don't you have any remorse?"

"Oh, plenty, I just deal with it a different way. I locked her transwarp signature. If there are more clueless impressionable morons like her, I'll soon have someone competent enough to help me deal with Megatron and once they’ve helped, I get a celebratory meal of their sparks," sneered Rampage before a blast shot through his elbow join, the claw holding Icebird falling off.‏

Rampage turned to see Pinkie dragging Dinobite out of the water in her robot mode before shifting back to pony mode. "You big meanie!" she snapped, "I thought we actually friends and friends are irreplaceable! But all you care about is making everypony miserable!"

"Haven't you been paying attention?" said Rampage as he reattached his claw, "Life is misery. The only way to alleviate misery is to take it out on others."

"No, making others miserable is no way to deal with misery," said Pinkie, "You never get any better by making everypony sad. The best to make yourself feel better is to make others feel better. Making people happy is the best thing anypony can do. Life isn't misery, it's joy!" Just then, the cutie marks on her flanks blazed bright blue, dispelling all traces of the Predacon insignia. The light grew in intensity, making everyone cover their eyes.‏

Rampage covered his eyes before firing everything he had in the direction of the light. After a minute, he stopped firing as his vision rebooted from the brightness overload. "Stupid protoform," he muttered.

When the light faded, Pinkie had grown in size, to about the size of a normal horse. Her appearance hadn't completely changed, but now she had the lower jaw, lower front legs, belly, back, and tail of an alligator. Pinkie looked herself over and said, "Wow, I look neat."

"So you have an upgrade," said Rampage dismissively, "I still have more power." He rearranged his crab legs into a road wheel network as the upper half of his claws partially covered them, the lower halves forming into bumpers. His cannon flipped out to the front as rubber treads slid over his crab legs, effectively making him into a tank.‏ With that, he fired his main cannon, snarling as Pinkie seemed to twitch before easily dodging. “Stay still!" he snapped, taking his eyes off the Mutants as he kept firing.‏

Pinkie kept dodging before coming to a stop and saying, "Pinkie Pie, maximize!" Her tail popped off as her lower back unfolded into a pair of legs, her pony legs repositioning onto her back. Her torso extended, revealing robotic paneling on her front. The alligator half of her front legs flipped up to clip to the back of the pony half, revealing robot arms underneath. Her mouth opened wide and her eyes shut as a robot face appeared in her mouth. She picked up her discarded tail at the tip which sprouted a handle as the other end extended a Gatling gun.‏ Rampage roared angrily before Pinkie opened fire, the blasts peppering him and knocking chunks and dimples into his armor‏.

The other Mutants had managed to get back together and to a safer distance. "Now together," said Icebird as the fur behind his bear head glowed blue. A similar blue glow came from Dinobite's raptor crown, Poison Bite's scorpion tail, and Leatherhide's bat mouth. The glow intensified to more than twice what Dinobite and Poison Bite managed earlier before spreading over Rampage's form.‏

Rampage roared angrily as he was lifted off before Pinkie aimed. “It’s not my party cannon, but it'll do," she said cheerfully, firing a blast that sent Rampage flying over the horizon‏. Rampage roared angrily before he disappeared from sight.

"That was fun," said Pinkie as she clipped her tail back in place before changing back to her beast mode. She looked at herself again and said, "So, this is what a Fuzor looks like."‏

The four Mutants looked at her before Icebird said, “Yes...it is," a hint of jealousy able to be spotted if you knew to listen for it.‏

‎"Oh, sorry, I didn't really pick this form," said Pinkie.‏

"It’s fine. You did not choose to be a Fuzor out of malice," said Icebird sagely.

"Would it make you feel better if I didn't use my robot form too much?" asked Pinkie.‏

"No, it is your right," said Icebird, Poison Bite opening his mouth but closing it under Icebird’s glare.

‎"So, what do we do now?" asked Pinkie.

"You can go on to the other Maximals," said Icebird, "We'll have to find a new place to hide from the Predacons."

Pinkie thought this over before saying, "You might if I stay with you? I kinda showed them where you were hiding so it's only fair I help you move. And you all can use some cheering up."‏

Icebird looked to the others. "Does anyone object?" he asked‏.

"Reinforcements, preferable," said Leatherhide.

"She might give away our positions again," said Poison Bite suspiciously.

"I think she's learned who she can and can't trust by now," said Dinobite.‏

Pinkie cheered at that, having somehow got a party hat out of nowhere that she put on Dinobite’s head. "Oh, this is going to be so much fun. I can teach you all my favorite games and-" she began Dinobite muttering "Is it too late to change my mind?"

Author's Note

There's another chapter and one that really shows how widespread this story is gonna be across the Transformers universe. The Mutants weren't part of the Beast Wars show, but they were featured in some of the comics. I've taken a few liberties regarding them, particularly Dinobite and Leatherhide. Their original names were Razor Claw and Soundwave, but I've changed them to something that wouldn't invoke G1 Decepticons. Also, a slight coloration change so we wouldn't have a green wolverine. Rampage, Waspinator, and Megatron hardly need explanation considering their rather prominent role in Beast Wars. I did get to play up Rampage's Hannibal Lecter tendencies by making Pinkie Pie a Clarice counterpart. Incidentally, his little 'life is pain' quote was from 'The Princess Bride'. And of course, Pinkie's Fuzor design is based off of this.

Anyways, the next chapter should be up next week and we'll be featuring even more Transformers references. Please comment.

Twilight Sparkle vs. Scorponok

Maximares Rising

Chapter 3: Twilight Sparkle vs. Scorponok

Twilight wasn't certain why she had been summoned to Celestia's palace. She had been doing a good job with running her small kingdom, right?‏

"Don't worry, Twilight. It’s probably just to congratulate you," said Spike happily.

"Right, of course it is," said Twilight nervously.‏

The double doors to the throne room slowly opened as they approached, Princess Luna and Celestia at the far end, and they did not look very happy.

"Celestia, Luna, it's nice to see you again," said Twilight, trying to sound calm. When the stern look of the princesses didn't diminish, she quickly add, "Your highnesses."‏

"Twilight Sparkle, We are most displeased," said Luna, in the royal Canterlot voice.

"Er, displeased with what?" asked Twilight.‏

"You have failed to govern the responsibilities we gave you," said Celestia sternly.

"But, you haven't given me any particular responsibilities yet," said Twilight, "I mean, I just got my castle and I'm still trying to learn what I can about it."‏

"You should have learn faster," said Luna coldly.

"But I have barely gotten through my new library and I'm still trying to find what all was lost from Golden Oaks Library and..." Twilight paused when she noticed something clamped onto the bases of the princess' horns, "What is that on your heads?" she asked.

Upon closer inspection, it appeared that a pair of mechanical beetles of some kind were not just latched onto their horns, but partially embedded in their foreheads and giving off a faint purple glow. Twilight's eyes narrowed as she said, "Wait, those things are controlling you, aren't they?"

"You are too clever for your own good, unicorn," said the princesses, "But we were prepared to harness you anyways." With that, a purple beam shot out of both of the princesses' horns. Twilight jumped out of the way and the beams ended up hitting Spike in the head.

Twilight yelped in horror as Spike staggered back. "NO!” she yelled, before pausing, seeing another of the beetles on Spike who had a blank look.

"Your power is to be ours. You will not stand in our way," said the princesses, Spike droning along with them.‏

Twilight stared before screaming as a blast filled her vision...

...and she woke up in a pile of dirt.

Twilight coughed before looking around her, seeing dusty plains for miles. "Where in Equestria am I?" she asked.‏

She yelped as a line of text appeared in her vision, calmly saying 'location unknown'‏.

"What the? Where did that come from?" asked Twilight, "Maybe I ought to start flying to see where the nearest town is." She jumped in the air but landed straight back down. She glanced over her shoulder to see what was wrong with her wings, but they weren't there.‏

More text appeared, stating 'Main attributes disabled...protoform locks in effect'‏.

‎"Ok, don't panic, I'll just send a message spell to Celestia and ask for help," said Twilight. She concentrated, but didn't feel any magic building up. She felt the top of her head to see what was wrong with her horn but froze when she didn't feel her horn either.‏

The same reply of 'main attributes disabled' appeared before a smaller text, missed by her began flashing in the corner of her vision saying ‘Distress call sent.'‏

She tried breathing in and out to calm herself but that didn't do anything to help. A part of her told her that she was due for a panic attack and the rest of her agreed.‏ With that she settled for screaming and running in a random direction, in the hopes this was all a dream.

Somewhere deep in Nullspace

"Ok, let’s make this perfectly clear: you got snatched from your homeworld and woke up as...this," said Dante in a tone that hinted he didn’t believe a word of it.

"Well, not exactly like this," said Applejack, "Not sure how Ah upgraded durin' that fight with Soundwave, but Ah think it's an improvement from before."‏

"Well you won’t be able to go home like that,” said Matt via his mech’s loudspeaker, his mech the only thing big enough to run the ships controls.‏

"Not goin' home with mah friends anyways," said Applejack, "And Ah sure would like to know who did this ta us."‏

"Gonna take a guess and say it was the captain of that lab-ship we raided," said Dante, taking a swig of ration water, "We have to call this in, Matt. Even if the pony thing gets taken by military intel. We're almost out of food and water."

"Funny, Ah haven't felt hungry in quite a while," said Applejack.

"I bet you haven't noticed that you don't need to breathe anymore," said Dante.‏

Applejack paused at that, realizing to her personal horror that the hairless ape had a serious point. "Hey, I bet we can pummel the guy responsible into a cure," said Matt cheerfully before a panel began to say something sternly.‏

"Uh, what's it saying?" asked Matt.

"Do I look like I speak beep?" asked Dante.

But for Applejack, the message was coming through clear.‏ "Somepony’s in trouble," she said sternly, transforming to robot form and taking a look.

"Hey, don’t go pressing anything. It might be-" began Matt before Applejack pressed a button and the ship vanished from Nullspace.

"-booby trapped," gibbered Matt as the ship came to a stop.‏

Below them was a greenish planet with a noticeably large ring around it and a single moon. Despite the ring, the ship's computer confirmed it was a life-bearing world, specifically one called 'Nebulos'.‏

"Ok...well, we're not on the grid so calling for NSC backups now officially useless," said Matt, annoyed.

Dante climbed into his own mech and stomping forward, "Ok, we gotta presume possible trouble. We're in a warship in their local orbit. AJ, see if you can get coms working and broadcast that we're not here to cause trouble," he ordered.

"Uh, Ah did mention that Ah’m just a-"

"Yeah, sure, farm horse, but you're in an advanced robot body now. You ought to have some kind of instruction manual," said Dante rudely.‏

"Dante…" said Matt, looking out the viewport as the argument continued.

"Ah’m gettin' the feelin' that ya ain't likin' the fact that Ah’m a pony," said Applejack.

"I could care less, even if you were a thumbless beast, but putting a country bumpkin in a body like that is a real waste of resources," said Dante.‏

"Guyyys…" said Matt a little more urgently.

‎"Ya got some nerve thumbin' yer nose at me like that," snapped Applejack.

"Ooh, you're picking up finger idioms pretty quickly for a quadruped," said Dante mockingly.

"That's it! Come outta yer suit and face me, ya bald-faced monkey!" snapped Applejack.‏

Matt glared and slammed what he hoped was the loudspeaker. “Unidentified ship, your continued interest in our space has been noted and we hope you will enjoy the type 12 neutrino missiles we have sent to converge with your ship. Your deaths may be monitored for security training purposes. Have a nice day,” said a calm voice, Dante and AJ turning slowly to see two dots on the end of vapor trails heading for them.

"You know, that joke starts getting old after the first few times," said Matt.‏

Dante pushed Matt aside, grabbing the manual controls and pulling hard on them, the ship pulling to the left and causing the missiles to overshoot, though they curved and began to give chase again.

"What the hay were those?" asked Applejack.

"Those are called missiles and if they hit us, they'll make a very big boom," said Dante condescendingly.‏

"Shut up and let me concentrate!" snapped Matt. The ship dived towards the planet's surface with the missiles following close behind it.‏ "Ok...I can do this," Matt said, sounding calm though he was anything but as he put the ship in a steep dive.

"Can't we just blast those missiles or something?" asked Applejack.‏

"Not a chance. I don’t trust the weapons on this thing," snapped Matt.

"Uh, Matt, don't ya think yer heading for the ground a little too quickly?" asked Applejack as the planet's terrain filled the window.‏

"Wait for it..." said Matt calmly, Dante saying urgently "Maaatt!" before Matt yelled "NOW!” pulling back on the controls, the ship pulling up and the missiles overshooting, the closeness of the ground rendering any hope to compensate pointless. The explosion shook the ship but that was it.

‎"Ha! There's a reason I was almost at the top of flight class. Scared the smeg out of the instructors when I-"

"LOOK OUT!" yelled Applejack before the ship whacked against the side of a tall building, losing a wing in the process, and started heading for the ground.

"That's the real reason he didn't make top of his class," said Dante, "He can take off and fly with the best, but the only way he can land is in a self-made trench."‏

"No comment," groaned Matt, his mech getting up, not helped that his mech’s AI, Serina, was laughing her head off.‏

Applejack probably would have added her own snark, but one of her hind legs broke off in the landing and she wasn't completely convinced yet that it can be repaired.‏

Dante, however, was already looking around before a warning appeared "Erm...guys? The fuel’s leaking," he said.

"Well, we can't let that happen," said Matt, "I'm not counting on the locals selling us a new ship and I do not want to be stuck here."‏

"Good, who here knows how to stop an energon cascade reaction? No? Good. RUN!" snapped Dante‏.

The trio quickly jumped out the hatch as quick as they could. They managed to dash a good distance away before the fuel went off. Though it took them a while to notice. When they looked back, they could barely see a smoke coming out. "The heck?" asked Matt before scanning the ship, "Huh, fuel tank was nearly empty. Those Decepticon shuttles are real guzzlers."‏

A second later, the entire ship went up like a fireball. Matt just stared before Serina said over the com, "Matt wants to say he forgot how unstable that stuff is but the explosion broke him."‏

"Well that's great, we're stranded on an alien planet with unfriendly locals and one of mah good legs is gone," said Applejack.

"You realize that you can just shift to robot mode and that missing leg will be just a missing arm, right?" pointed out Dante.‏

‎"That’s hardly better," said Applejack in an annoyed tone, though she did that anyway.

"Well, that crash and burn's gonna be attracting attention pretty soon," said Dante, "Shall we wait around for them or strike out on our own?"‏
Karnak, Dante’s mech AI, said, "The distress call is still strong. It’s probably a good idea to meet up with it...weird...the signal is moving in a circle over and over."‏

"Well, at least we know it's not going anywhere, whatever it is," said Applejack.‏

"Ok, let’s move," said Dante calmly, the trio heading out.

Meanwhile, the 'signal' had dug a knee high trench in the ground. Most ponies would have given out from hunger or exhaustion by then, but Twilight has felt neither of them for quite some time. Though her panic might be starting to wear itself out.‏

"Ok...let’s make a list...the last thing I remember is Discord warning us about monsters, then a big bang..." she said to herself with a gibbering tone.

Twilight was heading for the window when the first strikes hit the ground. She was shaken off her feet before she got up and looked out the window. Three flying machines were zipping around the skies, blasting at anything that was moving on the ground.‏ A few royal guards were sending spells at the machines, one turning to fire a pulse that caused the guards to judder before, with a crack, be reduced to bleached bones.

"Discord, can't you do anything with them?" asked Twilight.‏

On cue, a ship hovered in place, a mechanical...thing visible through a screen, before there was a flash of light and the screen was suddenly brown, the ship going out of control.

"What about them?" asked Twilight, indicating the bones.

"Hmm...trickier, but I think I might be able to do something since they're fresh," said Discord before zapping the bone piles. In a flash, the guards were back to living flesh. They were so delighted, they didn't particularly care that their heads were on backwards at the moment.‏
Twilight glared at Discord who was also smirking "Oh, it’ll be fine in a few days,” he said before a missile hit him and sent him flying through a wall.

Twilight glared up at the ship that fired and said, "This is my home and nobody is going to destroy it!" With that, she flew up through one of the holes in the roof and started firing at the ships. She may not be supercharged like with her fight with Tirek, but she was plenty mad.‏

The first drone lost a gun 'arm' and spiraled out of control, exploding on impact, another getting its cockpit pancaked by a TK blast. The last one however began to avoid various blasts, getting closer and closer and readying an underslung weapon of some kind.

Twilight projected a shield around herself to deflect the oncoming blast.‏ The ship seemed to realize that, spinning so its gun arm smashed into her and while the shield was tough, it has to obey laws of physics...such as what happened when a floating ball was hit with a large object.‏
‎Twilight's shield did work in manner of speaking, though the bouncing was done from the wrong side. She was knocked down to the ground and made a considerable crater, though her shield took most of the damage. The ship hovered down before it started shifting form. The thruster detached before converting into legs before the underside and the nosecone became a pair of very ungainly arms, the nosecone arm splitting to form a huge pair of pincers. A head popped out from the robot's torso and said, "You've got firepower, but you don't got mass. Kinda important with big dogfights."‏

A voice, apparently coming from the creature’s ear said faintly, “Commander, we have secured two other settlements but the main capitol is too heavily defended. Losses are unsustainable."‏

"The capitol's not important, the Enigma ain't there," said the robot before clicking on his ear and said, "Spy Streak to the big boss, I think I have one of those organics you were looking for."‏

"Very good. Other teams report successful acquisition of the others. Fall back before the local class Z's close in," said a cultured voice.

"Will do," said Spy Streak before reaching for Twilight with his huge pincer arm.‏

Twilight yelped, screaming before everything went black.

"Ok, this...Spy Streak will know what happened," said Twilight in a slightly shaking voice before more text appeared. "Alert...class 2 combat mechs approaching."‏

"Where? Where?" yelped Twilight.‏

On cue, a familiar voice said “Twi? Twi, is that you?"

Twilight gave a sigh of relief before saying, "Applejack, I've been so glad to see..." She froze when she saw the one-armed robot who had a color scheme and hat very similar to Applejack's.

"Yeah, Ah do look funny now, but Ah think Ah can explain," said the robot with Applejack's voice.‏

Twilight stared for a minute before the trees parted to let two much larger mechs, one with four legs and a humanoid torso, come into view. “Another one?" said the two legged one. It was at this point that Twilight snapped.

Twilight screamed before dashing off at high speeds. "Wow, never saw Twilight run that fast before," said Applejack.‏

"After her!" snapped Dante, his mech loping after the fleeing protoform mare.

Applejack sighed and said, "He ain't never gonna catch her like that and without my runnin' legs, I won't either." He turned to Matt and asked, "Ya'll wouldn't happen to have some rope or somethin', would ya?"‏

Matt nodded, a gun folding out before firing a large steel bola at the fleeing mare‏. For once, Matt's aim was on target and the bola wrapped itself around Twilight's legs.‏

"Bingo," said Matt, the two walking forward. "Miss Twilight? I’m Sgt. Lynch of the NSC Ghost Corps," he called, Dante snapping “Shut up, Lynch, I’m the superior officer, I do the intro's."‏

"Get away from me!" snapped Twilight as she struggled to get free.‏

"Lady, we're not here to harm you," said Matt with a sigh.

"Twilight, these are good guys," said Applejack, "Well, Dante's a jerk most of the time, but he's on our side."‏

"I’m not a jerk!" snapped Dante as Matt said cheerfully "Two votes to one says you are. Miss Twilight, we're gonna get you out of here once we jack a ride off the gits who played missile command with our ship."‏

"What are you things?!" snapped Twilight.‏

Matt’s mech knelt down before a side hatch opened and Matt climbed out, waving. "Ta daaaa," he said cheerfully.

Twilight just gave him a confused look. "Yeah, Ah know he looks funny, but he's harmless...most of the time," said Applejack.‏

"Oh grow up or I won’t help you reattach your arm," called Matt before he climbed back in.

Twilight looked back at Applejack and asked, "Applejack?"

"Yeah, I'm all metal. Yer probably all metal too which is why ya don't have wings or a horn," said Applejack. Twilight's eyes rolled back before she passed out.

"Wow, brutally honest much?" asked Matt.‏

"Ah'm the Element of Honesty," said Applejack calmly, Dante and Matt pausing before both starting to laugh.

"What? It's the truth, just like Twilight here is the Element of Magic. Course some people have been sayin' she's also the Element of Friendship," said Applejack.‏

"Magic’s...ok, magic’s real, I’ll give you that. I've encountered too much weird to say otherwise," said Matt, pausing and saying the rest gloomily.

"In case you haven't noticed, Lynch, this isn't fantasy country, it's sci-fi," said Dante, "So unless Ms. Sparkly here can abracadabra us home, she's not gonna be a lot of work."

"It's 'Ms. Sparkle' to you," snapped Applejack.‏

Matt glared at that, "Look, rule one in any survival film: we need to stop damn arguing."

"And we need ta figure out what we're gonna say to the local authorities," said Applejack.‏

"They tried to shoot us. We’ll probably say ‘don’t shoot’," said Matt.

"Well, ya might want ta say that soon," said Applejack.‏

Matt rolled his eyes, before activating sensors and seeing a red dot closing, turning the mech to see what looked like a twin-barreled tank rolling towards them, several smaller single barreled ones beside it.

"Don't they have hovercars on this planet?" asked Matt.

"When you're dealing with possibly hostile alien invaders, would you send police cars? Lynch, I’m getting an energon reading from them. They’re damn cybers!" snapped Dante, just as a laser shell shot past.
‎

The rumbling of the ground eventually roused Twilight a bit, though she was still feeling rather faint.

She looked up weakly to see several tanks heading for the group, the two giant machines taking position. Her new vision seemed to insist the mechs were hostile, a second before the tanks began firing on them, the shots either missing or bouncing off.‏

‎"These drones will be a cinch to take care," said Dante's voice cockily.

"Wait, are you sure these guys are drones?" asked Matt's voice.

"Only mindless machines can aim that badly," said Dante's voice a missile was shot at the tanks.‏

The tank was flipped back by the hit, landing upside down, the hatch opening and several human-like aliens getting out and running for it.‏
"Yeah, definitely unpiloted," said Matt's voice sarcastically.‏

Dante however wasn't listening, a shoulder cannon folding into position and beginning to charge up, aiming at the lead tank, though its charge up giving time for the crew to jump out, before a green orb shot out, apparently engulfing the tank before floating back a few feet and vanishing, along with the tank.

‎"Dante, this is not a good way to make first contact!" snapped Matt.

"They shot thermonuclear missiles at us, I think they were the one who soured first contact," said Dante.‏

"Enough!" snapped Serina, overriding the weapons for a second and sending an EMP pulse out at the remaining tanks. "Bugger off, the lot of you!" she snapped through the speakers on the tank, the alien crews obliging.‏

"Great, so much for getting a new ship from those guys," said Matt as the tanks drove off.‏

"Dante has a point. They not only destroyed our ship, they sent an armed response to destroy any survivors. They are not friendly and will not be no matter the actions," said Karnak calmly.

"They probably didn't even know there were organics on that ship. They probably thought we were Decepticons," said Matt.‏

"Then they would have communicated with us. Our mechs are clearly not Cybertronian tech, even easier confirmed with these two," said Karnak, referring to the girls.

"It could simply be that any Cybertronian is unwanted on this planet," said Serena, "Unaffiliated or not, these people are not going to trade with us. We will have to find another means of leaving this planet. If they have contact with Cybertronians, then there might be one of those prongs from the...from the accident."

"We have not been within that particular universal stream for some time," said Karnak, "But I am picking faint readings of that particular sort of energy, very, very far from here."‏

"Great...anyone know how to turn one on without being turned inside out?" said Matt sarcastically before pausing. ‏.

"What is it?" said Dante curiously as Matt steered his mech over before reaching down, picking up the wrecked tank and shaking it, a white camo uniformed figure falling out to the dust, where it was picked up by its collar by Matt’s mech. The helmet was knocked off, revealing an attractive female face with long blonde hair, though her skin had a noticeable tinge of green to it.‏

Matt wasn’t having any of it though, making the screen of his mech transparent. “Ok, lady. Let’s talk minus the particle blasts, shall we?" he said.

"What's there to talk about? You have violated several treaties," said the woman.‏

"We just got here, answering a distress call then some joker decides to take pot shots at us with neutrino missiles. Aren’t they illegal in 5 galaxies?" said Matt coldly.

"As EDC should know, entering Nebulon airspace without an announcement or permission, especially in a Decepticon ship, gives reason to shoot down any potential pirates," said the woman.‏

"Wrong universe," said Dante, his tone indicating that culture shock could go hang for all he cared.‏

"Wait, what?" asked the woman.‏

"Dante, shut up," said Matt smoothly before saying "Captain Lynch. EDC special operations. These ladies here are from a Cybertronian research ship that crashed. We've been tracing their escape pods all over the sector."‏

The woman glanced over at the ponies before saying, "We didn't pick up any Maximal energy signatures."

"Their coding was scrambled by the crash," said Matt before whispering, "They think they're actual ponies. It's very sad."‏

"I heard of it happening before...doesn’t change the fact you’re under arre-EEEEEEEEEEST!" the woman said before Matt and Serina made their point by playing catch with her for a few throws.

"Pardon?" said Matt smoothly.

"Put me down, you big brute!" snapped the woman.‏

"Are you going to play nice or do I use a mind wiper to make you think you’re a toddler? I’m not in the mood for BS today," snapped Matt, Dante and Karnak impressed at Matt’s apparent attitude.

"I could add 'assaulting an officer' to your-" started the woman before Matt tossed up real high. He waited a while before catching before she hit the ground. The woman looked greener than before and she said, "I'll let you off with a warning since this is your first offense."

"And they say that you don't know how to impress women," said Dante.‏

"You want the truth? We're from another dimension and so are the ladies. I also won the CPS award for most likely to accidentally blow a planet up. Take us to the space bridge before I LOSE MY TEMPER!" snapped Matt.

"Obviously transwarp space has addled your brains," said the woman, "There hasn't been a space bridge running on this planet for centuries."
"Then what about this energy signature I picked up?" asked Karnak, displaying a diagram of the planet with one spot marked.

The woman studied it and said, "That's in the Forbidden Zone. No one's been in that war-torn area for decades."‏

"Good, take us there or I practice my pitching throw," snapped Matt.

‎"Hey, stop it!" said Twilight, "Isn't there a better way for you humans to settle your differences without hurting each other?"

The woman gave Twilight a look and said, "I am not human."

"Told you, her datatrax are all scrambled up," said Matt.‏

Dante nodded. "Ten points if you can get her to hit the hill," he said.

Matt glared at the girl before seemingly calming down, "No...but we need a guide through xenophobia land."

"You wrecked my vehicle," said the woman.‏

"That’s not a problem," said Matt, placing her on Serina’s shoulder, drawing his blaster and aiming it at the hatch before he opened it. “Try anything and you'll have one second to regret it. Get in...and lose the sidearm in your boot," he said calmly.‏

The woman covered his nose and asked, "When was the last time you cleaned this thing out?"‏

"Bite me and get in. And again, lose your sidearms. I know you have one, no pilot has just one," snapped Matt, gesturing to a second seat.
The woman sighed before taking out her pistols and handing them to Matt.‏ Matt waited. "And I’m not a moron. Toss them to me," he said calmly, Serina saying "That part’s up for debate."‏

‎The woman rolled her eyes before tossing them to Matt.‏ Matt nodded "Welcome aboard," he said cheerfully, not taking his blaster off her till she sat down before turning to the controls.

The woman glanced at Matt's neck, considering how easy it'd be to grab him and force out of his chair. A gun unfolded from the inside wall and pointed at her. "Don't try anything," said Serena's voice.‏

"You think of everything," said the woman coldly.

The Forbidden Zone was, as originally stated, the very image of a warzone, blackened craters and wrecked devices littering the place. "Nasty...signs of radiation. We'll be fine in the mechs. You idiots drop nukes around here?" said Dante scathingly.

"It wasn't us who did most of the fighting," said the woman bitterly, "The Decepticons had no care about what gets destroyed in the wake of their battles and the Autobots could barely contain it at the best of times."‏

"Picking up a city at edge of sensors...2 terran KM," said Dante at that, the woman looking confused.

"Impossible...your machine must be damaged. There is no city in this sector."‏

"Considering how long you guys have stayed out of this place, I wouldn't be surprised if things were forgotten," said Matt.‏

"Idiot. Of course we keep tabs on this area. Who knows what traps your friends left behind?" snapped the woman, Matt rolling his eyes "Paranoia now too? Look, what’s your name, lady wacko?" he said.

"My name is Llyra, just like my great-great-great-grandmother, my job is to keep the peace on Nebulos," said the woman haughtily.‏

"Doing a bang-up job," said Matt sarcastically.

"We weren't expecting new weapons technology from Earth, whom we have a peace treaty with," said Llyra darkly.‏

"Wrong Earth," said Matt calmly.

Twilight, she and AJ riding on Dante’s mech’s shoulder were also talking, Twilight a bag of nerves. The humans she had met before never seemed to be this violent, even if they were under the sirens' spell.‏

"Twi...you ok?" asked Applejack, having finally reattached her arm after Dante had caved and lent her a tool.‏

"I have no idea," said Twilight, "We're on a completely different world, you're a robot, I might be one myself, and I don't have any magic."‏

"Twi, you're gonna be fine," said Applejack, checking her shoulder before shifting back to pony form, Twilight flinching at the sight. "It's not as uncomfortable as it looks, though not eatin' and breathin' is gettin' a while ta get used to," said Applejack.‏

"We...we can't go home like this. What about the others too?" panicked Twilight desperately.

"We'll find them, Ah found you, didn't Ah?" said Applejack.‏

"But...but...what about these human things? Can we even trust them? They didn’t even try to talk to those people," said Twilight.

"Ah've met worse people," said Applejack, "There were a bunch of mean robots that tried to mess with my mind, but they helped me get outta there."‏

Twilight paused at that. "Ok...fine...but I don’t like this...especially the way they acted earlier," she said.

"Matt at least is nice," said Applejack, "A bit nutty though."‏

"I hope he stays that way," said Twilight a little darkly before Dante said “Hey, you two, get ready for anything. That crazy lady doesn’t seem the sort to freak out over nothing."

They soon came upon the city. Oddly, it seemed to be all made out of the same purple metal, with a few green and orange parts. "Something about this place gives me the creeps," said Matt.‏

"I don't know this city. Not only that but I see no damage," said Llyra coldly.

"Yeah, this place is in pretty good condition considering it's been abandoned for who knows how many years," said Dante.‏

Llyra finally said, "We need to leave. This place is far too wrong."‏

"Yeah, that space bridge isn't here anyways," said Matt.‏

"That is impossible. I know every section of this sector. The space bridge should be here," snapped Llyra before a device on her wrist beeped "This is control...captain, report. Are the intruders inactive?"‏

Serina aimed her inner gun at Llyra in warning.‏ "This is Captain Llyra. All clear, everything’s fine," Llyra said slowly.

"Very well, what are your coordinates?" asked the voice.‏

"Sector 16, following a lead, one of them got away from us," said Llyra pointedly‏.

"In the War-Torn Zone? That's not worth the chase," said the voice.‏

"Targets are worth the chase," said Llyra pointedly, Serina suddenly cutting the connection as she started to grin. "Sir...I think we're going to have company soon."‏

"Had some buddies following us?" asked Matt suspiciously.‏

"You really think we don’t have protocol for this?" sneered Llyra, adding, “I'd give up. As advanced as this is, it cannot fight our entire planetary defense force."‏

"Would they be likely to give us a fair hearing?" asked Matt dryly.‏

"You’re pirates and you broke a treaty. I doubt it," said Llyra calmly.

"We're not pirates, we just got lost," said Applejack.‏

"No, you're Cybertronians which is worse," said Llyra smugly.

"I thought you had a treaty with them," said Twilight.

"We have a treaty with the Maximals. You two are unaffiliated with them. You may not be Predacons, but we do not take chances of someone starting up another Great War. This planet has already suffered enough from one as you can see," said Llyra.‏

Matt glared. "True, but killing a timeline specific from another timestream won’t get you a war with the Cybertronians, it'll get you a war with the NSC...which is far worse," he growled.

"What are you babbling about?" asked Llyra.‏

"You’ll find out, call them..." began Matt before a missile shot down and knocked his mech off its feet.

Matt and Llyra tumbled around in the cockpit for a bit until the mech rolled to a stop with Matt on top of Llyra.‏ "Get off!" snarled Llyra, pushing Matt off as several vehicles rolled into view.

"Hey, alien lady, these your pals?" snapped Dante‏.

"No, they would have told you to surrender first," snapped Llyra.‏

Dante nodded. "Ok, Karnak, let’s show these tin cans how CPS roll," he said, a rocket pod opening and firing a hail of cluster rockets.

The rockets sent most of the vehicles flying, some in more than one piece. However, the instant the explosion stopped, the remaining vehicles all shifted into robot modes, some of the more intact vehicles that got hit by the explosion also transforming, though into less than complete robot modes.‏

"You gotta be kidding...zombie robots!" yelped Matt, firing some of Serina’s weapons at the horde. Applejack and Twilight however felt what could only be described as fear. Something about the drones told their currently cybernetic brains it was something to fear.

Applejack quickly shifted into robot mode and started blasting at the things with her six-shooters.‏

Twilight backed up a bit at that. Yes, she’d seen Applejack change before but seeing her in combat now was bringing back the same worry. For Applejack though, it was...disturbing to see the mechs in battle.

It was clear their purpose was to destroy Cybertronians as efficiently as possible, weapons ranging from high velocity slugs to photon beams and even something her sensors identified as 'cosmic rust spores'.‏

"I'm thinkin' we oughta be movin' ta higher ground," said Applejack.‏

"What higher ground? These buildings aren’t ghost mech size," snapped Matt, firing a plasma blast that reduced a drone to green goo.‏

"Then perhaps a strategic retreat?" suggested Llyra.‏

"Where to? You happen to know the location of a bunker in robot size?" snapped Matt.

Twilight had a thought just then. "If you can toss me up, I can see if there's a place we could retreat to," she said.‏

Matt yelled "Kinda busy..." using his mech to headbutt a drone that tried to grab him.

"Ya still trust me, Twilight?" asked Applejack.

"Always," said Twilight.

"Alrighty then," said Applejack before picking up her friend and flinging her up into the air.‏

Twilight yelped as she rocketed into the sky, the whole city visible below her, faint flashes of energy seen below from the battle and the hundreds of drones heading for them. She quickly looked around for any possible places to escape to before gravity caught up with her.‏ Her vision seemed to zoom in on another set of drones, different colored, heading for them.

Just then, Twilight started his downward descent. She was hoping she'd soon be caught by Applejack, but she soon noticed she was falling at an angle instead of straight down.‏ ‎"Oh no...oh no, oh no, oh no!" she yelped as she fell faster and faster for the ground.

Just then, a huge white robotic hawk flew underneath of Twilight and caught her safely on its back.‏ Twilight was speechless for a second. It was a bit of a surprise before her common sense tuned back in and she screamed "HEEELP!"‏

The robotic hawk swooped down and opened fire from gunports on its wings. But instead of hitting the mechs, it was shooting at the drones who were menacing them.‏

Matt jumped as several of the drones in front of him were torn apart by cannon fire. "Your buddies?" he asked Llyra.‏

"Not any I recognize," said Llyra.‏

"Ok..." said Matt with narrowed eyes, activating a AA cannon, a zoomed image appearing on the viewport, a targeting circle showing it attempting to lock on before it paused, zooming in on Twilight.‏

"Darn it, I can't shoot that bird down when it's got Twilight on its back," said Matt.‏

"Erm...it’s altering course...and coming right at us," said Serina in a worried voice.

"That's not all that's coming at us," said Dante as he noticed more bogeys appearing on the radar.‏ Indeed, several fliers were coming at them.

"Let me guess, more Cybertronians?" asked Matt.

"Most likely," said Dante.‏

Applejack however seemed pretty angry, aiming her 6 shooters and firing repeatedly at the incoming craft.

A few were clipped, but most of them transformed to start firing at the mechs with the oversized guns on the right arm. "Don't blast the protoforms," called the one in the lead, "The boss still needs them."‏

Dante glared as Karnak said calmly, "Voice match...known Decepticon war criminal...Spy Streak...bounty dead or alive. 2 million credits."

Dante grinned and said, "Lynch, let’s smoke these jokes."

The jet bots appeared to have the same idea as they opened fire upon everyone in front of them. Spy Streak, identified by his yellow markings, shot at the hawk that was carrying Twilight. His shots shredded through the robotic bird's armor and soon started sending it down. He swooped in close and grabbed Twilight with his pincer hand before it hit the ground.‏

"Ok, that’s one. Ok, let’s smoke those mechs," he said, his boss’s voice saying “No, you aren’t equipped for-" before Spy Streak cut him off, "I can handle these guys."

Spy Streak swung around and attempted to auto-lock on the mechs. But their energy signatures didn't line up with his sensors right. "Come on, you stupid piece of junk,” snapped Spy Streak, slapping his blaster arm. "Jamming detected..." the computer chimed before a missile shot up and blew one of his escorts apart.‏

"Will you guys grab that other protoform already?!" snapped Spy Streak before a missile nearly hit him. The only part of that being strange was that the missile came from the other direction. He turned to see a lot more drones heading up the streets and taking aim at him and his escorts.‏ "Spark dammit..." he snapped before yelping as another shot hit his grabber arm, causing the protoform to fall.‏

This time, Applejack sprang up and caught Twilight, shooting Spy Streak in the afterburner for good measure as she did.‏

"We gotta go. Tell me she saw a way out," snapped Dante, firing the last of his missiles at a cluster of drones‏.

"Twilight, you alright?" asked Applejack.

"Uh...kinda...I think I saw a safehouse that way," she said, pointing in one direction.‏

"Ok, let’s fall back. Matt, you still got missiles. Burn those tin cans," commanded Dante‏.

"Working on it," said Matt as he fired.‏

The group began to fall back, Applejack noting coldly that Dante wasn’t firing much with any of his remaining weapons, preferring to let Matt do the brunt of the cover fire. She would have helped Matt with cover fire, but her guns was meant more for precision than doing wholescale damage.‏

The group finally came to a large building, a ramp leading down to a half-open heavy-looking door. "What do you know? The useless bot came through." said Dante scathingly

‎Applejack glared and said, "Make one more insult about Twilight and Ah'm gonna pound some manners into ya." She changed one fist into a pile driver to make her point.‏

‎"Shut up, get the door open!" snapped Matt, looking over at Llyra. "Get out of my mech. One of those guys was smart enough to avoid my missiles...and if I’m reading this right, he’s coming here. Now go bother Dante. I'm not having both of us go up in smoke," he ordered, looking at the readout.

"You can't order me to-" started Llyra before the hatch opened up and Matt grabbed her and threw her outside.‏

Just then, a voice came over the comm, "Attention fleshling, hand over the protoforms and we'll call off the attack. I know you guys are only involved by mistake and we can let you out of this if you just cooperate with us."‏

"Serina...get a lock on that," muttered Matt, looking around. "Ok, which Cybertronian toaster am I addressing?" he said darkly, checking the ammo counters.

"This is Spy Streak, commander of the Pursuit Drones," said the voice, "You might know me for my awesome ability to chase down any fleeing target."

"Trace located...seeker missiles locked on," said Serina, Matt grinning. "You know...for someone with ‘spy’ as a first name, you're not very stealthy," he said, firing and sending several missiles out.

"Well, you simply haven't seen me put my stealth skills into action," said the voice calmly.

Matt watched in horror as bits of drone rained down. "Crap," he said, before a laser blast hit his mech in the chest.

‎"Heh, got him right in the-" said Spy Streak before the mech turned around with all of its weapons out. "Oh no," said Spy Streak before ducking. The mech let loose with every last bit of ammo it had, shredding through almost everything in front of it. Except, oddly enough, the small spot where Spy Streak was hiding. After the barrage stopped, he felt himself over and said, "I'm okay? I'm okay! Thank the Allspark I'm okay!"‏

"Shit..." snapped Matt, turning back to see the others struggling with the door. "Dante, get up here!" he snapped, hearing a smug reply of "I gotta guard these guys, hotshot." Matt just muttered a expletive and readied his mech’s close combat weapon.

Spy Streak pointed both of his right arm's guns at Matt, "No ammo left? This will almost not be satisfying."

"Oh, yeah, real tough talk from the guy who's been hiding. How about you come and face me like a real Decepticon?" snapped Matt.

"Because I'm actually a Vehicon," said Spy Streak.‏

"I'll carve it on your junkpile," snapped Matt, sending his mech lumbering at Spy Streak.‏

Spy Streak jumped over him easily. "Gee, running straight at me, you think that would have worked with your ungainly chassis?" asked Spy Streak dryly.

"Me ungainly? At least I have normal arms. You barely have a functional hand," said Serina.‏

"Pardon?" snapped Spy Streak before the mech span and sliced off what was left of his left hand.‏ "Ok, now you've actually gotten me mad," said Spy Streak before opening fire on the mech.‏

At that close a range, the mech’s laser shielding was useless, tearing the chassis and exposing a glowing core. "Well, well, wonder how important is?" asked Spy Streak as he aimed at the core.‏

Matt yelped, pulling the eject switch and sending the mech’s head flying back, just as Spy Streak fired, causing the mech to explode violently.

"Oh dear, look like Lynch's luck finally run out," said Dante, sounding a lot more cheery than remorseful.

"Seriously?! Ah thought you guys were pardners," snapped Applejack.

"I thought humans were more loyal to their own kind," said Llyra bitterly.

"You could have gone back and helped him!" snapped Twilight.‏

"I have my reasons. This is the closest I'll get to revenge. You should ask him how he met my older brother," said Dante darkly, the door finally opening and the group heading in, before Dante turned to see Matt running down the ramp. "Dammit...like a damn cockroach," he muttered, considering 'accidentally' shooting him till the others saw him.

‎"It won't be long until those drones find us. We need a way out of this city," said Llyra.‏

Matt finished running up at that. "Not...with that guy...outside. He’s not a normal toaster," he said, panting, his wristcomp lighting up to say in Serina’s voice "Indeed...these 'Vehicons' are not the regular Cybertronians we know."‏

"Well does this place have a sewer or something we can crawl into?" asked Dante.‏

"We should get inside first,” snapped Llyra, walking into the bunker.

Spy Streak’s voice was heard at the top of the ramp, “Come out, come out wherever you are."‏

‎"Uh, Twilight, you figured out how to transform yet?" asked Applejack.

"I can do that?" asked Twilight.

"Pretty sure, and maybe yer robot form might have some kinda weapon or somethin'," said Applejack.‏

"I don’t know," admitted Twilight sadly.

Matt petted her on the back. “Hey, you'll get it. Let’s get inside," he said, the group heading inside, Dante’s mech stomping in over their heads, only for the hatch to slam shut behind them.

"Uh, this was a trap, wasn't it?" asked Applejack.

"Merely a way to get you out of the way," said a voice from nowhere.‏

Dante turned his mech to the voice. "Ok, come out very slowly or you go splat," he commanded.

"There is no need for hostilities. Your part of the battle is over. Allow me to do my part," said the voice.‏

"Then come on out," called Matt, wishing he had something other than a pulse laser pistol.

"In a few moments. Until then, watch the show," said the voice before several monitors lit up.‏

Spy Streak glared at the sealed door as his team landed. "You two, open that slagging hatch," he commanded, the two drones parching forward, only for two cannons to fold out and vaporize them.

"This is private property, Cybertronian. Go away," a voice said calmly.

"Who's gonna make us?" snapped Spy Streak.‏

"Well, my hungry little friends might. Snapper, could you and your friends kindly eat these little pains?" said the voice, several hatches in the walls and floor opening to let out dozens of small shark-like robots swarmed out, lunging at the drones and Spy Streak even as he fired at them.

Spy Streak quickly took to the air before the shark bots could reach him, which was fortunate for him as the drones were getting chewed down to the endoskeleton.‏ "Hmm...I guess I try again later,” he muttered, changing back to his aircraft mode and flying off.‏

The group watched in mixed fascination and horror as the piranha-like bots chowed down on the drones. "Impressive, aren’t they? Perfect for dealing with unwanted Cybertronians. You’re lucky I hacked your communications and ascertained your loyalties first," said the voice calmly.‏

"Who are you then?" demanded Llyra, "I don't recall any city being placed in this area."‏

"City? Oh, I only found this place. Made a deal with its...owner. I assure you, you’re safe. I’m sure they are very sorry that their defense drones mistook you for hostiles," said the voice, a shape seen floating forward in the dark.

"You still haven't answered my question," said Llyra.‏

"Names are a necessary secret in my trade," said the figure as he floated into the light, revealing itself to be a humanoid dressed in red robes that concealed all but his eyes, "You may refer to me as the Red Wizard."‏

"Do we need to follow a yellow brick road? Dante's in need of a heart," said Matt childishly.

"And you're in desperate need of some brains," retorted Dante.‏

"Please, please, humans…I assume you are humans," said the wizard calmly.

"They are humans," said Llyra dismissively, "I'm not quite certain what their friends are."‏

"Cybertronians, unknown configuration, the purple one is still in the protoform stage," said the Red Wizard calmly.

"I know that, I just don't know which faction they're from," said Llyra.‏

"They're not from any faction, you fool. No insignia," said the thing darkly before his happy tone returned.‏

"And what's a 'wizard' doing on a sci-fi world like this?" asked Dante suspiciously.‏

"My technology would look like magic to you," said the wizard loftily.

"Not that we've seen any technology that could be mistaken for magic," said Matt.‏

"Oh...you have no idea, human," said the wizard before Twilight came up.

"It’s a pleasure to meet a fellow magic user,"‏ she said.

"It is indeed," said the wizard, "Though it seems you have trouble accessing your magic at the moment."‏

"Yes...my horn and wings are missing," said Twilight sadly.

"I wouldn't say 'missing' so much as 'hidden'," said the wizard, "Perhaps I can help you with finding them."‏

"You can? You know what happened to us?" said Twilight.

"I have a theory regarding what has caused you to be transferred into these robotic bodies, assuming your brains were not transferred," said the Red Wizard.‏

"Not an organic component in them," said Karnak‏.

The ponies looked discomforted by that remark, but the Red Wizard paid them no mind. "I thought not, but I do detect that they both have magic in them, I'm assume the two of you were magicians beforehand," he said.‏

"Twi was," said Applejack before Twilight nodded and said "I was an alicorn. Applejack’s an earth pony. Their magic comes from the earth."‏

"Ah, magical creatures, that would certainly explain it," said the Red Wizard before turning to Twilight, "You have read how magical creatures may be confined within crystals, correct?"‏

Matt made a coughing noise at that. "That’s classified," he snapped.

"It's advanced magic, something I would expect a mundane such as yourself to know about," said the Red Wizard dismissively.‏

Matt sighed "Crystals can be used in all kinds of magical systems, from medipacks, mana batteries, lights and even crude stasis..." he said before seeing everyone’s expressions. "What?" he said accusingly.

The Red Wizard raised an eyebrow before saying, "My theory is that Twilight and her friend have been trapped within crystals which are being used to power these protoforms."‏

“Any ideas where they are?" said Dante‏.

"I would expect it to be in the spark chamber, which is typically in the robot mode's chest," said the Red Wizard.‏

"Kinda small for that," said Matt.

Serina agreed with, "He’s right. Could it be done remotely? The person we think is responsible is a Cybertronian. That means little to no magic."‏

"Perhaps, it may take some time to verify," said the Red Wizard, "But you are all weary from your long journey. Allow me to offer you sanctuary for the night."‏

"As long as there's alcohol. I'm sick of ration water," said Dante sourly.

"I'm certain my magic can provide," said the Red Wizard.‏

And provide he apparently did, the food and drink provided looking like it had come fresh from earth, the girls getting a glowing blue fluid.
"Is this energon?" asked Applejack, "I thought it was pink."

"There are several ways of preparing it as well as several varieties," said the Red Wizard, "By Cybertronian tastes, these will be quite satisfying."‏

Twilight and Applejack looked at it, looking skeptical before Twilight took the first sip...and began to twitch. "Oh, right, Ah gotta mighty wound up the first time Ah tasted energon," said Applejack, "Ya'll might wanna stand back."‏

The wizard looked confused before being sent spinning like a top as Twilight shot off, screaming something incoherent about books. "You owe me a credit, Dante," said Matt cheerfully.

"Wonder how long it'll take her to go through the library?" wondered Applejack.‏

"With a machine’s speed reading...10 minutes, tops." said Matt, not looking up from his breakfast, slamming his knife into the table when Dante tried to nick some bacon, landing it between Dante’s fingers before he gave Dante a cold look. “Mine!" he snapped causing Dante to jump back.

A few seconds later, there was a scream of frustration. "Oh, right, she doesn't have a horn right now so she can't use her telekinesis," said Applejack as she stood up and started off in the direction of that scream.‏

After Twilight had come off her energon buzz, the duo had decided to explore some of the wizard’s facility. More of the shark bots could be seen waddling around, a few giving them hungry looks, though apparently they were under orders to leave the group alone as they restrained themselves.

"I just wish I can figure out how to transform," said Twilight, "I just feel so useless with a horn or wings. Uh, no offense, Applejack."‏

"None taken," said Applejack, looking around before saying, "Does something...seem off about that wizard fella?"‏

"Well, kinda, but Nebulon wizards probably act a lot different from unicorn wizards," said Twilight.

"Ah'm not so sure he's a Nebulon," said Applejack, "He seems ta cover himself up a bit too much. Something about this don’t feel right. He reminded me too much of that Soundwave guy or the Flim Flam brothers."

"What would he have to gain from tricking us?" asked Twilight.‏

"Ah don't know. That there's worryin' enough," said Applejack thoughtfully before the two turned to see a heavy-looking blast door with the most guards so far. "Lot of guards for somebody who lives alone," said Applejack.‏

One of the guard shark bots immediately turned into a humanoid bot, glaring. “You...little pony bots...get lost. This...off limits,” it snarled.

"Why's that?" asked Applejack.‏

"Not pony bots’ business. Master...he say nobot but him allowed...and to eat anybot else who try to get in," snarled the shark bot‏.
"Uh, ok then," said Twilight, backing up.‏

The bot growled until it was out of the girls’ sight. "Ok...now there is definitely something up," said Applejack darkly.

"Yeah, I think so, but how are we supposed to get pass them? Those bots look too tough for you to take," said Twilight.

"Too tough for me ta take by myself, maybe," said Applejack, "But Ah bet that yer robot mode can even the odds."‏

"But I don’t have one yet," said Twilight, sadly.

"Course ya do, Ah had one before my upgrade whatever it was," said Applejack, "Course, Soundwave activated it for me, maybe the Red Wizard can activate yours."‏

"I did find one thing in the library," said Twilight, saying, "It spoke about something called the Quintessons."‏

"What's that?" asked Applejack.

"Some type of robotic aliens that have a really bad reputation for lying, tricking, and selling out other races," said Twilight.

"Ok, but what does that hafta do with this?" asked Applejack. "It mentioned that the Quintessons used Sharkticons to do most of their dirty work," said Twilight.‏

The two paused as the universe poked them. "You mean...like them there shark bots?" said Applejack faintly.

"Yeah...like us,” said a growly voice from the doorway. The ponies leaped backwards with a yelp.

"Master say you not allowed to know who he is...master say to eat anyone who know...Snapper happy you know...because Snapper is HUNGRY!" snapped the bot, turning into his Sharkticon form and lunging at them.

The girls screamed before Applejack spun around and kicked the Sharkticon in its teeth. Snapper yelped at that, falling back before roaring angrily, several smaller Sharkticons running into view, gnashing their teeth.

"Twilight, get on mah back," said Applejack.‏ Twilight did so without a second thought. Applejack quickly started running away from the Sharkticons, her increased size making her faster and easier for her to carry Twilight and her robotic nature made it harder for her to tire. ‏

Meanwhile, Matt and Dante had their own trust issues. "You get the feeling that this is like the gingerbread house in Hansel and Gretel...too good to be true?" Matt muttered.

"Well, I don't think we're being fattened up to be eaten," said Dante.

"The way you're shoveling it down, it might be possible," said Llyra dryly.

"Seriously, he claimed to be a Nebulon. How many people do you know refer to their fellow race by their species?" said Matt.

"And he still hasn't answered where this city came from," said Llyra, "You can't build a city without somebody noticing."‏

"Yeah, I was gonna bring that up next. Serina says there's no join for the buildings. They're part of the road and floor. It’s all one object," said Matt.

"Then maybe this place is actually one big spaceship," said Llyra.

"Bit of an odd shape for a spaceship," said Dante.‏

Karnak spoke up at that. "What about the Corinth V massacre? The forces there spoke about a giant Cybertronian before they went off the air," he said.

"This isn't the same universe as that," pointed out Serina, "Besides, 'giant' is rather relative when it comes to Cybertronians."‏

"So what’s to say there's an upper limit?" said Matt darkly, the three looking around nervously.

"You know, I think I'd like to get some fresh air," said Dante.‏

"Sure...where that toaster is who wasted my mech? We could be Cybertron toe jam together," said Matt sarcastically.

"This place sure has some drones we could 'borrow'," said Llyra.‏

"Crazy Nebulon lady has a point. You'd probably get a medal for bringing back a new type of mech," said Dante cheerfully.

"Those things do have cockpits, right?" asked Matt.‏

"Huh...our Headmaster units are far superior," muttered Llyra before yelping as both Dante and Matt pinned her to the wall.

"Now look here, lady. Me and Dante don’t get on...and it’s only cause you can’t shoot fellow troopers during war that we're not trying to kill each other. So imagine how much of a bitch you need to be to make us agree we need to shoot you," snarled Matt, his eyes glowing faintly.

"Besides, think of it: there's two men to just one woman. The odds are terribly against you," said Dante with a smirk before Matt elbowed him.

"Hey, we are not getting involved in that kind of misconduct," snapped Matt, "Threaten to shoot her, fine, but we're keeping it clean."‏

Llyra glared before Matt continued, "If we had wanted to invade or anything, we'd have come with a full fleet and bombed you into submission from orbit with railguns. We wouldn’t have used disabling ammo instead of lethal."‏

"And while the local Earth is willing to play nice, we aren't from that Earth," said Dante.‏

"We don’t even work in this universe. We work between them," said Matt evilly.

"So I wouldn't push our tolerance if I were you, Llyra," said Dante.

Suddenly the room started shaking, knocking everyone over at that. Several speakers in several rooms cried, "Llyra?"

"Ma'am...have you met this room before?" said Matt shakily.

"No and I don't think I want to get too familiar," said Llyra as she noticed the walls were starting to close in.‏

"Erm...run," said Matt, grabbing Llyra's shoulder and pushing her along.

The trio dashed through the hallways as they started to shift around them. They were so intent on getting out that they nearly ended up being ran over by Applejack.‏

"The walls are alive!" gibbered Matt, running past Applejack‏.

"The walls?" asked Applejack before glancing around, "Oh, yeah, Ah guess they are. Ah thought you were runnin' from the Sharkticons like us."‏

"The shark things want us dead too?" screamed Matt.

"Well, they ain't askin' for a cup of sugar," said Applejack, nodding her head back to the horde of Sharkticons that was chasing after her.‏
Matt and Dante just stared before Dante snapped "What did you do?" before Applejack grabbed them both and they ran for it.‏

"All I did was look up the Quintessons and noticed that they had Sharkticons working for them," said Twilight.‏

"Who the hell are Quintessons?" snapped Matt, firing his blaster at the chasing horde to little effect.

"The five-faced double-dealing scum of the universe," said Llyra.

"That’s nice...and we’re in his house...wait...Dante, why not use your mech and stomp on him?" Matt suggested.

"That's a good idea," said Dante before they turned a corner and paused, "Was a good idea." Dante's mech was currently being devoured by several Sharkticons, which had already ripped through all of the limbs and a good chuck of the torso.‏

Dante's wristcomp lit up as Karnak downloaded. "You think you got it bad? I was the one who got ate," he snapped.

"We're all gonna be eaten and/or crushed if we don't get out of here," snapped Llyra.‏

Matt looked around before Serina said, "Karnak, as much as this nauseates my routines, you probably had to use the systems here to download. You didn’t happen to look at blueprints...like hangers or anything?" she said.

"I did get a few glimpses," said Karnak, "Enough to know which way to go out without getting squished."‏

"Good, lead the way," said Dante, before yelping as the Sharkticons noticed them, one opening its mouth in a snarl to let a chunk of supposedly indestructible armor fall out of it‏.

"Those things only eat metal, right?" asked Matt.

"I'm not willing to see if they want to expand their diet," said Dante.‏ The Sharkticons immediately ran after them.

"The containers you fashioned for those beasts were not that well-designed," said the Red Wizard calmly as he watched the footage, "Well, useful as foot soldiers, but they allow too much freedom for something you don't want wandering off."

"I need not explain my methods to you, Quintesson," snapped a voice from the subspace communicator, "But I need those ponies back."‏

"Well, that all depends how much energon you can provide for me," said the Red Wizard smugly.

"What could a squid like you need with so much energon? I thought you Quintessons could mass-produce it easily," said the voice.‏

"Not since we lost the homeworld." said the Red Wizard angrily, before catching his temper. "Of course you knew that, machine. 100 thousand storage cubes of energon...per protoform," he said icily.

"Even by your warmongering standards, that's highway robbery!" snapped the voice.

"Oh, we’re the warmongers now?" said the Red Wizard, "As I recall, you're the one who's actually attempting to start a war."

"Not even close, twiddle-tentacles. My plans extended far outside of that narrow box you call a mind," said the voice.

"Insults aren't going to lower the price," said the Red Wizard.‏ After a second, he added in an amused tone, "In fact, it’s makes it higher. 150 thousand cubes now...ah, ah, ah...careful with your words or it'll be 200 thousand."

Just then, the room lurched, nearly tossing the wizard out of his seat. "Excuse me a moment," he said before turning towards the other occupant in the room, "Would you please decrease your mass rearrangement? I am trying to have a conversation."

"Llyra is there! Llyra is there!" shouted a robotic voice before the wizard felt the room starting to rise.

"Oh dear," said the wizard in a small voice before turning back to his 'customer'. "I'll call you back," he said before hitting the wall, "Don’t you dare do a full transition, you robotic moron..."‏

Immediately, a clamp extended out of the wall and seized the wizard in a vicelike grip.‏ "If that’s ok with you,” rasped the wizard, making a squeaky noise as the claw squeezed him.‏

The group soon found themselves running up an increasing incline as the hallway seemed to lift itself up.‏

"We're inside one! The damn city’s a bloody toaster!” yelled Dante as they continued to run.

"And I think I know which one," said Llyra grimly.

"Tell us when we're not about to be squeezed between its joints," said Matt.‏

"Turn left,” said Karnak, the group turning to find themselves back in the entryway.

"Are you kidding me? You lead us in a big circle?!" snapped Matt.‏

"The armory’s on the other side of this complex. At the rate of change, we'd be dead half way back..." snapped Karnak before Applejack snapped "Let’s just get our tails outta here."‏

The group hurried for the door which was just starting to shut. The group ran out of the hole, Applejack the last out just in time. "Now where?" snapped Matt.

"There!" shouted Llyra, pointed at a tank drone that had apparently fallen off of the shifting city and landed on its back.‏

"You mean, at the drone that'd gonna shoot at us?" snapped Dante as they ran over to it.

"Allow me a moment to take control," said Serina.

"Why should you get to drive the tank? I should get the tank!" snapped Karnak.‏

"Shut up and let the lady drive it!" snapped Matt, the ground outside also moving. Applejack placed her rear legs against the tank and pushed hard until it flipped onto its right side.‏

"Erm...sharks...SHARKS!" snapped Matt, pointing at the swarm of Sharkticons coming out before he jumped, partially not on purpose as one of the 'buildings' extended claws and slammed down on them.

"Get over here!" snapped Llyra as the tank drone started up.‏

Matt wasted no time jumping in at the drone began to roll away. Matt looked back to see the city pushing itself up, its buildings having formed into legs and arms ending in giant pincers forming out of its underside.‏ "Bug...big robot bug!" he yelped.

Matt was proven half-right when the city stood up as a humanoid robot, though its claws were still unchanged and an insectoid helmet could be seen on top. Then a humanoid face pushed up into the helmet and it bellowed, "LLYRA!!!"

Llyra paled and said, "It can't be. It's Scorponok, the Decepticon leader of the Headmasters, but I thought he died centuries ago."‏

"Great, step on the gas. I don’t want to meet him," snapped Dante.

"LLYRA!!!" bellowed Scorponok as it started tearing up the rocks around him, apparently looking for them.‏

Matt earn an award in Dante’s eyes by that by stamping on Llyra’s foot over what turned out to be the accelerator sensor. "Where is that space bridge? I'd really like to get off this planet now!" yelped Matt.‏

"The space bridge is close to our capital, which you would know if you knew anything," snapped Llyra as they drove along.

"THEN WHY DID YOU LET US DRIVE OUT HERE IN THE MIDDLE OF NO MAN'S LAND?!" snapped Matt.‏

"You never asked." said Llyra smugly

Matt's eye twitched madly as he said in a strained voice, "I try...very hard...to not hit a girl...even when she deserves it...BUT STRANGLING DOESN'T COUNT AS HITTING!" With that, he lunged as Llyra to try and wrap his fingers around his neck and it took considerable effort from the others to keep him from succeeding.‏

Line break

After about half an hour of driving, most of that spent with Matt tied up in the back, things started to become tense. "Ok, which way’s your damn city or nearest base? I’ll take a few hours in lockup over a giant robo insect," snapped Dante.

"A few hours? With the charges against you, you'll be looking at a life sentence," said Llyra.

"Us? Nah. We'll bust out once we've gotten our strength back and figured the best way off this tourist deathtrap. Naturally, I'd be the first one out." There was angered muffled protesting from the back.‏

"Matt says he’d break out first," said Serina's voice before the drone beeped, the drone detecting something.

"Oh look, we've got a pit stop coming up," said Dante.

"But we're still in the Forbidden Zone. There should be anything else out here," said Llyra.

"Well, Bug City wasn't supposed to be where it was. Obviously your maps are really outdated," said Dante.

"Urgh...it’s better than nothing," sighed Matt, from where he was tied up, Llyra nodding “Your crazy friend is right."‏

A little further along, they came upon the place, which looked like an advanced military base that looked like it had fallen into some disrepair.‏
"If this is another damn giant toaster..." muttered Dante.‏

"Then I suggest we keep very quiet so we don't wake it up," said Twilight.‏

"We should be careful. If he is still here, his allies may be too," said Llyra, before Dante snapped “Ok, enough cloaks and daggers, how do you know the giant robot of death?"‏

"Like I said, Scorponok was the leader of the Decepticon Headmasters. I assume you have no idea what a Headmaster is," said Llyra.‏

"Leads a school?" tried Matt.‏

Llyra rolled her eyes and said, "Binary bonding was invented here, which allows a Transformer to be bonded to a smaller being, typically a surgically-enhanced Nebulon, to increase its power. In the case of Headmasters, the Nebulons who they bonded with transformed into their heads, which increased the computing capabilities of the Transformer."‏

"That’s...really, really creepy," said Matt after a minute, the others nodding.

"Fortunately, the practice has stopped since then," said Llyra, "But of more relevance is that Scorponok is also a Headmaster and the Nebulon he bonded with was the warlord Zarak, who happened to be the father of the ancestor I'm named after."‏

“So your father was a-" began Matt before Dante crushed his mouth shut.

"Matt, shut it," he said.

"My great-great-great-great-grandfather, thank you very much," snapped Llyra, "My ancestor Llyra helped rebuild Nebulon enough for her to clear the family name centuries ago."‏

"I bet she wasn't xenophobic," muttered Matt as the base came into view.

"Matt, you're just diggin' yourself in deeper," said Applejack bluntly.‏

"I don’t care. She blew up my ship and my mech got blown up," said Matt sourly.

"He's not going to give up his grudge so easily," said Serina, "The last person who scratched his actual ship's paintwork got twisted into a literal pretzel."

The ponies gave Matt a horrified look. "It was a particularly cheap and rundown repair droid," snapped Matt, "That thing was more useful for spare parts than fixing ships anyways."‏

"Which you then fed to the person responsible bit by bit. He was lucky he was a cyborg,” snapped Serina.

“Oh please, it was ages ago," said Matt, only for Serina to snap “It was Monday."‏

Unsurprisingly, all the girls edged away from Matt at that. "You're quite a lady-killer, Lynch," said Dante teasingly, which just made the girls edge away more.‏

"He's joking. My partner’s insane, not sadistic," said Serina calmly.

"Of course I was joking," said Dante, "He's terrible with women."

"Dante, you make one more crack about that and I'm going to lower myself to your level and start insulting your prowess," snapped Matt.

"Anyone else rather walk the rest of the way than listen to these two?" asked Llyra dryly. The girls each raised a hoof as they entered the base. The inside of the base was full of deactivated mechs, some of them marked with Nebulon defense force markings.

"Wonder if any of the weapons are working?" asked Matt aloud.‏

"Nebulon technology, far superior to your mech," said Llyra loftily.

"You know, the big scary robot is only after you. We could just leave you outside," said Matt meaningfully.

"Urgh...it’s not like you could drive it anyway," snapped Llyra‏.

"Let's go find some energon or something," said Applejack to Twilight.

"No, no energon junkies in this team," snapped Matt.

"Hey, we need to refuel too," said Twilight.

"You had a refuel about an hour ago. Don't tell me you protoforms can't hold a charge," said Matt.‏ Twilight glared at that, Matt rolling his eyes before looking at Llyra, “Pull over, we need a quick drive-thru.”

The base was dustier than Matt would have expected. "It's almost as if this place had been buried for centuries or something," said Matt.

"There's at least some energon in here," said Llyra, "The radiation I'm picking up is too strong to just be residual."‏

"Great...and me without some rad pills," muttered Matt, scanning with Serina’s sensors.

"She’s right. There is alot of energon, too much for even a power plant. I do not like this one bit," she said‏.

"You do know that Energon is harmless to organics, right?" pointed out Llyra, "At least just by itself, being blasted with it is just as dangerous as any other weapon."‏

"Yeah, except we got nanites in our blood," snapped Matt.‏

"So? You think you'll overcharge that easily? This isn't raw energon, it's been refined," said Llyra.‏

"Not taking chances," said Dante simply, checking his own scanner, "You, angry alien lady, where’s the control center for this place? Sooner perimeter guns are online, the sooner we can drop our guard a tad."‏

"It ought to be that way," said Llyra, pointing.‏

"Good, ladies first," said Dante coldly, pointing in that direction.‏

"How gentlecolt like," said Applejack sarcastically as she and Twilight moved forward.‏ Llyra glared as she moved along too.

"Dante, stop antagonizing them," snapped Matt.

"If we never got involved with those horse-bots, we wouldn't be in this mess," snapped Dante, "And the local authority is hardly the welcome I would have wanted from a green-skinned space babe."‏

"Space babe?" snapped Llyra as Matt yelled back “Oh, you’d have left them to that psychopathic robot and his science project?"‏

"Considering their dead weight is going to get us killed, yes," snapped Dante.

"They got us here and I don't know how but they're going to get us back where we came from! So you better watch your tone or I'll-" snapped Matt when suddenly a bunch of sparks leaped from his hand. Matt yelped and patted his hand down as if it'd catch on fire any moment.‏
"The hell was that?" snapped Dante before pointing at Llyra, "See? Nanites plus energon is bad."‏

"I'd put the blame on your bad tempers," said Llyra, "Now let's get those defenses up before Scorponok finds this place."‏

"Like I said, you lot first," snapped Dante‏.

The group proceeded down to where the control center ought to be. As they progressed, Twilight felt a stronger buzz on the spot on her forehead where her horn ought to be.‏

"So...your name’s Twilight? Weird name," said Matt, shining a light down a side tunnel.

"It's not that odd a name back in Equestria, there are a lot of other names there that probably sound stranger to you," said Twilight.

"Your names sound pretty flat compared to them," commented Applejack.‏

‎"Less talking, more walking," snapped Dante.

"Dante means asshole," said Matt childishly.

"Lynch means 'executed without trial'," retorted Dante.‏

Matt glared and said, "Your brother tried that too...didn’t end so well." before regretting it instantly.

"Alright, that does it!" snapped Dante as he went for Matt's throat. Llyra tried to get between them but was pushed aside. Applejack has substantially better luck with keeping Dante at bay, though he was hard to hang onto.‏

Luckily, the translator systems in the two pony’s heads wasn’t fully online yet and as such filtered out the various swearwords aimed at Matt, though it did translate 'murderer'‏.

"Enough, fighting among ourselves is not going to get us anywhere!" called Twilight.

"Who died and named you queen?" snapped Dante.

"She ain't a queen, she's a princess," said Applejack.‏

"Doesn’t make a difference. You mention my brother again, Lynch and I'll cut your fucking head off," Dante snapped, an ion blade igniting as emphasis.

"Fine, siblings are off limits," said Matt with a glare that made it clear that rule applied to Dante as well.‏

"Fine," snapped Dante before both the mercs looked confused as Twilight said 'Pinkie promise?'‏

The two mercs gave Twilight an incredulous look. "You can't be serious," said Matt.

"There's no promise more serious than a Pinkie promise," said Applejack.

"Oh please, you don't even have pinkies," said Dante as he wiggled his little finger at them.‏

"Not that. It’s a promise our friend Pinkie Pie came up with," said Twilight.

Matt said, “You have a friend named Pinkie Pie...what makes her promises so sealing?"

"Trust me, you don't not wanna find out," said Applejack, "Nothing makes her madder than when a pony looks like they're breaking a Pinkie promise."‏

Dante smirked. "Oh, I’m soooo scared," before everyone jumped as a roll of thunder was heard overhead. "Coincidence," he said, though he sounded unconvinced.

"Are we close to that doohickey ya'll are after?" asked Applejack.‏

"It should be just in here," said Llyra, entering a passcode on a door.‏

The door opened up into a large room in which what looked like a huge supercomputer sat in the middle of. Despite it being the obvious nerve center of this facility, there didn't seem to any accessible control panels on it.‏

"Ok, this is not a control room, it’s a CPU!" snapped Matt, kicking the computer.‏

"Go away," said the computer in a deep gloomy voice. The words didn't have the usual command that meant that intruders were forbidden to be in this place, but the morose tone of someone who just wanted to be left alone.‏

Matt and Dante looked at one another. "AI?" mouthed Dante before Matt tapped on it again.

"Wakey-wakey...wake up or...I got nothing," said Matt.

"Go away," repeated the computer.‏

"Not till you turn the perimeter defenses back on," snapped Matt, kicking it again‏.

A corner of the computer partially separated from the rest of it and unfolded into an arm which reached out and brushed Matt away from it. "Leave me alone," said the computer as the arm folded back in.

Dante immediately took aim. "That’s a damn Cybertronian...wait...what kinda sissy tin can has a computer for a disguise mode?" he said.

"The kind that doesn't like to fight," retorted the computer.‏

"Well, tough. A giant robot scorpion’s on its way here, so fighting’s coming to you," snapped Matt.‏

"Scorponok is awake?" asked the computer.

"Yeah, he's got something called a Quintesson workin' for him," said Applejack.‏

"Those slag heaps?" snapped the computer.

"Just one, I think," said Applejack.

The computer let out a sigh and said, "I suppose I ought to get the defenses up. Scorponok does not give up easily."‏

"Oh, would you? That'd be soooo lovely," said Matt sarcastically.

Just then, the whole room shook and knocked nearly everything off their feet. A few holographic display screens appeared, showing the facility from various angles and how it was now moving around and folding.‏ "It’s another one!" yelped Dante‏.

"Don't worry, this one is more likely to be friendly," said Llyra who had walked around the computer and found a red insignia on one side.‏

"Yeah, that’s what they all say then a dragon kicks you off a cliff," snapped Matt hysterically.

"You have dragons here?" asked Twilight.

"How should I know?! It's not my planet!" snapped Matt.‏

"ENOUGH! Tin can, you see that scorpion git, you blast it!" snapped Dante rudely.

"If I must," said the computer dourly.‏

Twilight sighed, "You know, you could be a bit nicer to each other." only for Dante to snap “Sure...be nice to the insane robots massacring our frontier colonies."‏

"Kinda hard to trust someone who won't show his face," said Matt, "How comes...whoever this guy is doesn't transform?"

"Because I can't transform and I don't have a face to show even if I could," said the computer.

"Why's that?" asked Applejack.

"Because I don't have a head," said the computer.‏

Matt and Dante paused at that, Dante saying weakly, "Yeah, that’s a good reason...wait, how are you talking then?"‏

"Computers don't need heads to talk," said Llyra.

"He can't always have been headless, can he?" asked Applejack.

"I had a head once, but my partner left me long ago," said the computer.‏

"Fine, so you’re not gonna fight, do you have any weapons we could use?" asked Matt.

"You can find the armory here," said the computer as a holomap of the rearranged facility appeared, one room highlighted to indicate where to go.‏

"Good enough. Dante, let’s go find a giant space gun and shove it down a giant robot scorpion’s throat," snapped Matt.

"I think I'll stay here," said Twilight, "There's a lot we could learn from our host."‏

"Knock yourself out. Applejack, blast anything shark-shaped that comes through the door,” said Matt.

"Can do," said Applejack before shifting to robot form.

Twilight sighed at that. "I wish I knew how to do that. Without my horn I can’t do much."

"I might be able to help with that," said the computer.

"But you can't transform either," said Applejack.

"Not by myself, but I think I can activate your dormant transformation cog," said the computer. Twilight shuddered at the thought of having a cog before seeing a cable snaking out of the computer. "Now don't fuss and this shouldn't hurt a bit," said the computer alarmingly. Twilight gulped before the cable shot into her neck and her eyes shot wide.

To Applejack, it was if someone had just used Twilight's own memory spell on her as various images flashed in her eyes, only they were images of various robots. Eventually, an image of Twilight's current pony form appeared as a 3D schematic before a robot form like Applejack's initial one appeared. Right after that, Twilight's body unfolded, back legs extending, front legs becoming arms, the front half of her head flipping down to cover her chest. The only big differences between Twilight's protoform mode and Applejack's besides the colors was the small wand-like blaster extending from her forehead and the small jetpack on her back.

"Upload complete," said the computer calmly.

Twilight flexed her servos experimentally before walking around a bit. "Well, this isn't that different from when I went to the human world," said Twilight.

"Oh, you've been to that dump?" said the computer.

"I don't think it was a dump," said Twilight, "It was a fun and exciting place."

"I can barely remember what 'fun' is," said the computer gloomily.

"Too bad Pinkie ain't here," said Applejack.

Twilight looked over at the computer at that, nodding. “You’re right, it is a shame. What’s your name?" she said, aiming the last question at the computer.

"I am Cerebros," said the computer.

"Interesting, I bet you're really smart," said Twilight.

"Well, I have had several centuries to read all of Nebulos's literature and learn as much of its science as I am able. And I was quite a scholar on Cybertron before the Great War," said Cerebros, a bit of pride entering his tone.

"Oh, a fellow librarian," said Twilight happily.

"I suppose that's one way to describe me," said Cerebros, "I'm not Orion Pax, but I thought I was good at my job."

"Oh, I wish I had a chance to show you Ponyville Library...or the royal library at Canterlot," said Twilight cheerfully.

"There is much I could tell you about Cybertron and Nebulos, literally vorns of information. Though perhaps we could attempt something more direct," said Cerebros as the wire extended again.

Twilight paused at that. The first time had been a little unpleasant. "It's a simple data exchange," said Cerebros, "You won't feel anything unpleasant." Twilight paused before letting the cable forward.

Twilight's eyes flashed as her mind was suddenly sucked into another time and place.

Twilight could see a pair of Nebulons alone on a balcony that had a great view of the city below them. The woman was wearing a purple outfit that revealed quite a bit of her green skin, though her blonde hair and face were almost perfectly identical to Llyra’s. The man was wearing a grey robotic armor that reminded Twilight a lot of the Cybertronians she had seen.

“Galen, why must you keep fighting?” asked the woman, “The Autobots’ war is not our concern.”

“Llyra, the Decepticons aren’t going to stop until they’ve got all the energy reserves of Nebulos,” said Galen, “As long as the Decepticons are here, we have to keep fighting.”

“Galen, we are a people of peace. We have no business being involved in war,” said Llyra.

“Peace has to be defended, Llyra,” said Galen, “Do you think Scorponok and his soldiers are going to leave us along just because we say we don’t want to fight? I don’t want to fight any more than you do, but refusing to fight is not an option, not if we want to keep our freedom.”

“I’m finding that hard to believe,” said Llyra, “I’m starting to think you enjoy your violence. That you want to be a machine for war.”

“That’s not true,” said Galen, “I’m not some power-hungry warmonger like your father-”

“My father is not a warmonger!” snapped Llyra.

“I’m certain he’s involved with the Decepticons,” said Galen, “There are rumors he’s binary bonded to Scorponok himself.”

“I am not going to stand here and listen to you make false accusations against my father!” snapped Llyra, “If your Autobots mean so much more to you than me, than go to them. Nebulos won’t tolerate them for long so you better be ready to leave with them.” With that, she stormed back inside.

“Llyra, wait!” called Galen. That was Twilight felt a mental jolt as the vision suddenly ended.

She was dragged out to reality to see Dante aiming a rifle at the computer. "You ok?" asked Matt, concerned.

"Just fine," said Twilight, "A little overwhelmed with new knowledge, but fine."

"Fine, we’re getting out of here. There's a ship and some mech suits. Our AI's are setting them up," said Dante.

"You think we could outrun Scorponok with those?" asked Applejack.

"I hope so. We need to get off world as soon as possible," said Matt.

"Scorponok won't give up so easily," said Llyra grimly, "He is capable of flight after all."

"So long as we can get in the air before him," said Dante.

Matt nodded before his wristcomp beeped. "Oh, well done, Dante, you just jinxed us. Class 12 magi field just ignited in the upper atmosphere," he said.

"If it's magic, I can dispel it," said Twilight.

"Uh, Twi, you don't even have a real horn anymore," said Applejack.

"She has a point. We need to cut its source off," said Matt.

"You have a more peaceful alternative available," said a familiar voice out of nowhere before a transparent image of the Red Wizard appeared.

Matt and Dante span at that, their rifles out and for the first time, the girls saw the sort of firepower the mercs had as several blue lit rounds tore the heavy paneling around the Red Wizard to shreds.

"Good shot, you've successfully took out a wall," said the wizard sarcastically. He turned at that to see the hole that they’d made. "Impressively though," he admitted before saying, "As I said, there is a peaceful solution."

"And what would that be?" asked Llyra dryly, "I surrendering myself?"

"That is what Scorponok would want, but I, Mara-Al-Ultha, want something of greater value: the source of the powerful magic I sensed in your protoform friend," said the wizard.

"Sorry, nobody gets the robot ponies," said Matt coldly.

"Oh, I think you should reconsider," said Mara, "Your position might have fortification, but I have more manpower and I will be breaking through eventually."

Matt glared. "No deal, smeghead," he snapped.

"I would not be so hasty to throw my offer away," said Mara, "Even if you manage to stave off my Sharkticons, there is no food and water within your facility. You will not last three days. Surrender is simply your best option."

"And, if we do give her over, what'll you do?" asked Matt coldly.

"Let you go," said Mara, "Despite what you might have read about my race, I am a Quintesson of my word."

"And our friend?" said Matt.

"I might have a spare protoform lying around somewhere. I'll transfer her spark over to it," said Mara.

Twilight and Applejack looked confused at that, though Cerebros seemed angry. “You can’t just swap a spark out like a power cell," it snapped.

"You need to get with the times. Technology has progressed quite substantially since you were last active, antique," said Mara smugly.

"I won’t allow it. It'd be like telling some organic you could swap their soul out," snapped Cerebros.

"Oh, I can do that. Though there is not much to be gained from it," said Mara casually.

"No deal, bugger off!" snapped Matt.

"You'll come around eventually, when you're half-desiccated," said Mara before his image disappeared.

"Hate to say it but the floating head has a point. Our rations will last a few days at most then we're in trouble," said Dante

"There has to be something in this base that can fight Scorponok on equal terms," said Llyra.

"Yeah, the base itself," said Matt, "Hey, MCP, how about transforming into robot mode."

"His name is Cerebros and he can't transform without a head," said Twilight.

"Great, Serina, have you got Plan B online yet?" snapped Matt.

"Those protoforms shouldn't be used to house your AIs," protested Cerebros.

"Protoforms? Those were exosuits," said Llyra, "You do remember that have exosuits in storage, right?"

"It's been a very long time since I looked at my storage," said Cerebros defensively.

"Doesn't matter, they'll give us half a chance to get out and, I hate to say this, to Miss Grouchy's people and a ship," said Matt, pointing at Llyra.

"Would be a lot easier if the last guy who lived here didn't run off with the computer's head," said Dante.

"What? That's not what happened at all. I simply have had no one to be my binary bond partner for centuries," said Cerebros.

There was an awkward pause before Matt said, "Now, when you say 'partner'..."

"Not that kind of partnership," snapped Llyra, "He's talking about binary bonding, the symbiotic technology that allows Headmasters, Targetmasters, and Powermasters to exist."

"Great...we're in a sentient exosuit with attitude," snapped Dante.

"Well, can't someone just substitute for this guy's noggin so he can fight?" asked Applejack.

"I’m not," said Matt, Dante adding "Not it."

"I don't see why it should be me," said Llyra.

"Why not? It's in your blood since it's your great-granddaddy trying to squash us," said Dante. Llyra span and punched Dante on the jaw at that, causing him to fall back.

"About time someone got around to do it," said Applejack, "I would have done, but I think I could have literally knocked his block off."

"I wouldn’t have minded," said Matt innocently.

"Still, having Llyra be the new Headmaster wouldn't be a bad idea," said Twilight.

"Do even know what you're suggesting? Do you not know what those who become binary bonded sacrifice?" asked Llyra.

"Does it include starving?" said Matt

"My great-great-great grandmother lost her father because of the binary bonding," snapped Llyra.

"Lord Zarak had little interest in her affairs to begin with, excepting who her fiancé was," said Cerebros.

"Why would that matter to him?" snapped Llyra.

"Because that was who Cerebros's original partner was," said Twilight.

"Can we please do something before the land sharks arrive?" snapped Dante, rubbing his jaw.

"Perhaps I can reason with Mara-Al-Utha and Scorponok more," said Twilight.

"There is no reasoning," said Llyra bluntly, "When a Quintesson has made up its mind, it'll carry out and everything it says otherwise is simply a lie. And Scorponok probably isn't even sane enough to reason with after all this time."

"Great...bloody well great," snapped Dante before the room shook.

"What was that?" asked Applejack.

"Does that deserve a verbal answer?" asked Matt rhetorically.

Dante hefted his blaster rifle. "Lynch, get your game on. You thr...four...decide what to do while we go shark hunting and get Plan B working," he snapped.

"Cerebros, where's your spare head?" asked Applejack.

"If you mean the Headmaster armor that forms my head, it is here," said Cerebros as he projected the holomap with a different room highlighted, fortunately not far from the current room.

"We'd better get that head," said Twilight thoughtfully.

"If only to make sure the Sharkticons don't get it," said Llyra.

The Sharkticon squad burst into a corridor, looking around angrily. Their master had been...annoyed at the mercenaries’ attitude. Not to mention the Sharkticons hadn't found anything to eat yet and they were getting very hungry.

"Yoo hoo," said a smartass voice down the corridor, the ‘Cons turning as one to see Matt, waving cheekily. The Sharkticons snarled and charged after Matt, eager to find anything palatable to sink their teeth into.

Snapper, who was leading them, was about to follow before he spotted several discs on the walls. "Wait!" he tried to order before the others had crossed the discs and a lattice of beams sprang up in front of them, slicing them apart as they charged through. Matt smirked and made a rude gesture before running down a side passage.

"Let's make a shortcut," said Snapper before changing to beast mode and taking a large bite out of the wall.

Snapper finally breached a large enough hole to be nose to cannon with Dante’s ion rifle. "Boo," said Dante smugly before emptying the clip The Sharkticons were momentarily shocked by the demise of their leader, but their primary programming was in full gear: devour designated enemies.

This would have been easier had Matt and Dante not had insane senses of humor when it came to booby traps, ranging from anything to more laser net mines to explosives set into the walls that would explode when eaten. The only reason the Sharkticons remained a threat was due to their sheer numbers.

Mara watched annoyed as the two humans cut swathes through his Sharkticons. When faced in equal numbers, their traps and advanced firearms cut them to pieces. When outnumbered the little pests would fade into the shadows, only to strike again later.

"It appears I'll have to send in more advanced troops," said Mara, "Or perhaps I should start thinking outside the box. The two of them are obviously unprepared for sorcerous attacks."

Zarak immediately yelled, "And Llyra? Do I get her? DO I?"

"Scorponok, your behavior has been concernedly unstable as of late," said Mara, "Perhaps it is time to pass on the torch of your Headmaster partner."

"Never! You dare attempt to take my power?" snapped Zarak.

"No, I merely suggest you require...replacement parts," said Mara.

"All I require is my daughter!" snapped Zarak.

"Yes...if anyone can bolster your bond, it is she," said Mara.

"THEN BRING HER TO ME!" yelled Zarak.

"Yes, I believe I have a more direct way of obtaining her," said Mara.

Meanwhile, the trio of girls was trying to get the headmaster room open. "Hurry up, we don’t have all day!" snapped Llyra, looking nervously around as an explosion was heard in the distance.

"This door's rusted shut or something," said Applejack.

"Or maybe Cerebros hasn't been able to open it because he hasn't been able to open himself up to others for a long time," said Twilight.

Llyra rolled her eyes at that. “Oh, stop it with the sappy stuff. This isn’t some holoshow for little girls,” she snapped.

"Cerebros isn't the only one closed off from others," noted Applejack.

"That goes for you too. You think all your problems can be found just by finding some kind of moral and applying it?" snapped Llyra, "Maybe your world has no real dangers, but as you ought to have caught on by now, this world has very real dangers and they don't stop just because you've learned a lesson."

The blastdoor at the far end was crumpled up in the jaws of a giant Sharkticon at that, smaller ones swarming in around it. "Like that,” said Llyra in a small voice.

As the Sharkticons started to swarm in, Twilight felt a subtle shift in power in the area. She looked around and noticed a distortion in the air near Llyra. Mara's ghostly shape came into view, reaching for Llyra. Twilight realized what was about to occur: a portal spell. With that, she lunged for Llyra, pushing her aside, only to be grabbed herself.

There was a 'pop' as Twilight and the portal disappeared. "Twilight!" yelled Applejack before turning bucking the nearest Sharkticon through the mouth.

"That is enough!" snapped Cerebros's voice, the walls around the Sharkticons slamming together repeatedly.

"Cerebros, we can't fool around any longer. Open the door so I can get your Headmaster armor," said Llyra.

"I...I can't," said Cerebros, sounding pained, "I can't go through that again."

"Cerebros, I know what is like to feel abandoned, to have an unearned reputation of failure hang over my head. But I've learned I need to put my feelings aside and help those who need my help. Can you do the same?" asked Llyra.

There was a pause before the doors started to slowly grind their way open. The Sharkticons that were still coming though suddenly paused at that.

"Uh, why did they just stop?" asked Applejack.

"As long as we can get the armor back to Cerebros, who cares?" asked Llyra.

"Twi...that varmint got Twi…" said Applejack with a horrified voice.

"He won't have her for long if she's as good as you've been saying she is," said Llyra.

"She's good with magic...but she ain’t got her horn so she can’t do any," said Applejack.

Just then, there was a slight rumble as the room shook. "Uh, that was just Cerebros stretchin' his limbs, right?" asked Applejack.

Just then, a ghostly image of Mara appeared before them. "I am quite pleased that you've reconsidered my generous offer. I assure you your friend shall not suffer the loss of her power core greatly and I shall be keeping to our bargain." There was another rumble at that. "Unfortunately, Scorponok himself has other feelings on the matter, such the desire to crush this facility flat and I'm afraid I am unable to persuade him while he's in this mood. If you want to leave, I suggest you do so now."

Matt’s voice butted in at that. "We interrupt your broadcast to bring you a giant scorpion having its butt kicked."

The new exosuits didn't quite have the weapon option Matt would have wanted, i.e. so heavily loaded that the wrong move could blow up a hill. But at least it had a fast mode of transportation.

As Matt and Dante raced out of the complex towards the giant robot scorpion, Dante said, "You'd think those Cybertronians could at least put jet engines or something on their exosuits."

"Hey, wheels are useful," said Matt.

"Yeah, for drag racing. We're about to fight a scorpion the size of a city," said Dante.

"Yeah, wheels are less cool now," said Matt.

A secondary voice said, "Flight capabilities rebooting."

“Why didn’t anyone tell me this thing was capable of flight?” asked Matt in an annoyed tone.

"If you had allowed me to read you the instruction manual..." started Serina.

"Hey, how about you nag me after we stomp the big bug?" asked Matt.

"Scorpion aren't bugs, they're arachnids," said Serina.

"Since when has the definition of 'bug' excluded arachnids?" snapped Matt. Before Aria could provide a smart-aleck answer, Matt started up the flight mode and took off.

"Dante?" snapped Matt as Dante said "Me and Karnak have everything online. Let’s squash us a bug." his four legged mech shooting forward, peppering the approaching Scorponok.

The gigantic Cybertronian proceeded to move forward, not even noticing their attacks. "Dante, stop shooting. It’s not even working," Matt snapped.

"You gotta better idea?" asked Dante.

"Yeah, go for its eyes or whatever it's using to see," said Matt.

Dante nodded, firing a cluster of missiles that slammed into the Cybertronian’s face...it paused at that before turning to look directly at the two, its eyes flickering through colors.

"Uh, how many different ways can a Cybertronian see?" asked Matt.

"I think it varies by individual, but I think we're only invisible to their target lock, not their actual-" said Serina before Scorponok swiped one of his pincers at them.

"He can see us!" yelped Matt, flying back to avoid another slash.

"But he can't touch us," said Dante as he flew around the city-bot. Scorponok seemed to glare as he slowly turned, before he fired several blasts at Dante. Dante had to do a lot of darting about to avoid being shot down.

"Really? I could have done better than that," said Matt.

"Of course you could, you've got the advanced pilot training!" snapped Dante.

"Ok, let’s see. Serina, scan this thing. I need a weakpoint, an armor gap, an exhaust port, anything," said Matt.

"That might take a while. There's a lot of surface area to scan," said Serina.

"That was on the old mech. See what this thing can do," snapped Matt.

"Scanning..." said Serina before saying, "There is a point of structural weakness that should be more vulnerable to attack."

"Where's that?" asked Matt.

A holographic image of Scorponok's robot mode appeared before Matt before the Decepticon insignia was highlighted and Serina said, "Right here."

Matt stared before saying, "That’s a stupid place to put your weakpoint. Oh well, let’s see how big a bang the missiles make."

Twilight must have been knocked out when she was taken through the portal because the next thing she knew she was in her pony mode and clamped in place inside what she suspected was some sort of magical circle.

"Ah, you're awake," said the Red Wizard’s voice behind her.

Twilight craned her head around to see what she assumed to be the red wizard. Her assumption was made on the face that it has his voice and was wearing his robe, but his body had changed completely to a floating egg-shaped robotic creature with multiple tentacles. "I hope you'll excuse my current appearance. The advanced spells are easier to maintain when I am in my true form," said the Red Wizard.

"Let me go. I don’t have any magic at the moment," Twilight said, trying to move her feet.

"Oh, I wouldn’t bother. Stasis field. Perfect for keeping Cybertronian slaves in check."

"You enslaved Cybertronians?" asked Twilight aghast.

"The Transformers were built to be our slaves," said Mara-Al-Utha, "We created them for civilian and military purposes and they rewarded our generosity in making them by banishing us from our rightful world of Cybertron. But we shall rule again once more and you will provide the power to let me put my claim on it."

"I'm not going to help some slave monger!" snapped Twilight, trying to move her feet again.

"I can help myself to your magic just fine," said Mara, "Your magical power is quite substantial. I cannot wait to add it to my own."

"You're not getting my magic!" snapped Twilight.

"Oh come now. You know this is the nature of power: take or be taken. And with the power I'll be taking from you and Scorponok at my beck and call, this pitiful planet will be a mere stepping stone to reclaiming Cybertron. What else could a Quintesson want more?" asked Mara as he started up his draining spell.

Mara paused as he noticed that the drain was being repelled. "Well, it seems someone has tried in the past...and what’s this? Locked memory files, someone didn’t want your memory at full," he said thoughtfully, checking a scanner as he tried to drain her magic. "Well, nothing a little booster power can't overcome," said Mara as he increased the spell's energy level.

Despite this, Twilight was still able to block him out. "This can't be right. How could your magic be resisting me? Your magic can't be stronger than mine," said Mara.

"Oh yes it is," said Twilight, "Because I have a greater power than you have, one that someone who desires power for power's sake could never understand, the power of friendship."

"Oh please, this isn’t some holoshow," began Mara before noticing a glow from Twilight’s flank, as well as a warning on the stasis field. "What? What's going on here?" demanded Mara as he tried to reestablish the stasis field, only to find that power building up within is reaching critical levels.

He immediately threw up a shield around himself as the generator exploded violently

As Matt and Dante struggled to get close enough to Scorponok to hit his weakspot, the giant suddenly staggered. Large streams of purple light shot out of his eyes, but they didn't look like an attack, more like something was lighting him up from the inside.

As Applejack and Llyra, the latter now wearing the Headmaster armor, were making their way back to Cerebros's room, they were having trouble getting through the Sharkticon horde until they suddenly all staggered as if someone had hit the off switch on them. "Llyra, quickly, the time to act is now," called Cerebros.

Dante and Matt fired several rockets into Scorponok. "Oi, bug brain, you a little cooked!" taunted Matt.

"I have more than enough power to crush you!" shouted Scorponok as he fired at them.

Mara looked up from the wreckage of his workroom. Whatever that little pony had done to the place she was going to regret it. He'll tear her apart with his bare tentacles for-

He froze when he saw that Twilight was definitely not a 'little' pony anymore. Instead, she was about the size of a draft horse and considerably more robotic-looking now, with her horn and wings returned in metalized form. But that wasn't all as her upper torso and front legs were encased in red armor while her lower torso and hind legs were encased in blue armor as well as a blue helmet that made her resemble that most troublesome of the Autobots.

"You’re not going to hurt me or my friends. Call off Scorponok," commanded Twilight.

"Scorponok cannot be stopped that easily," gloated Mara.

"Ok, let's give this guy some heartburn, or sparkburn, whatever," said Matt as he and Dante got within Scorponok's reach. The two of them launched their missiles straight at Scorponok's insignia.

Scorponok roared in pain as the missiles struck home, before he froze in mid pose. Matt hovered in close to see each of his eyes had turned blue, writing too small to be read visible.

"Think that got him?" asked Dante.

"No, he's just bugged up, but I bet another missile salvo will make his day worse," said Matt.

"All missiles depleted," said Serina calmly, Karnak saying “All missile pods dry and on reload cycle."

"Smeg, those other guys better have some other way to finish Scorponok off," said Matt.

The ruined workroom shook again and Mara was knocked over by a piece of debris. "What was that?" he demanded.

"My cue to get out of here," said Twilight before a mouth plate covered her face and the turbines in her wings popped out. She caught one between her front legs and the other between her rear legs as they folded up close to her body. Her wings covered most of her body like a protective shell which made her look like an odd mix of pony, motorcycle, and trailer truck which soon drove out at a pretty high speed.

"This is too much," groaned Mara wearily.

Llyra and Applejack finally reached Cerebros's room. "Llyra, we must combine now," said Cerebros.

"Right," said Llyra before she started curling up, her armor forming into a robot's head. As this was happening, the huge supercomputer was unfolding into a headless robot form which picked up the Headmaster armor and put it on top of its shoulders.

The robot, now with a head, staggered back and forth a little, Applejack finally saying, “Erm...you ok there, sugar?"

"The joining of our minds is...disorienting," said Cerebros, his voice now mixed with Llyra's, "Just give us a moment and we shall be able to get this base's true power unlocked."

"Y'all better hurry. Ah don’t think those mercenary types can keep that big bug occupied forever," said Applejack.

"Indeed, Applejack, I must ask that you step outside. I do not wish to accidentally crush you between my shifting parts," said Cerebros.

Applejack seemed confused before a part of the ceiling sealed down, causing her to jump back. "Uh, right, Ah think Ah could use some fresh air," said Applejack before heading for the exit.

Matt flew his mech overhead, seeing the fort below seeming to shift, tearing is foundations free. "Huh, there's something you don't see every day," said Matt.

"It's about time," snapped Dante, "How long does it take that computer to get its act together?"

Serina however said, "Erm, Karnak, the big scorpion’s booting back up."

"Yeah, and that fort better be done with...what the heck is that?" asked Dante as they noticed something flying out of the small hole they punched in Scorponok's chest. It looked like some sort of aircraft of a very unusual design. But as it got close to them, its wings fully unfolded and its legs flipped out to reveal a larger robotic version of Twilight.

"Oh look, she fixed herself," said Matt cheerfully.

"Whoop-dee-doo," said Dante dryly.

"Hey guys, check it out. I think I've unlocked this body's hidden powers," said Twilight.

"Great, that comes with a robot mode?" asked Karnak just as dryly.

"Just a second. Twilight Sparkle, maximize," said Twilight. Her rear legs rotated at the knee before extending and robot feet coming out of hooves. Her front legs simply had her robot hands pop out of her hooves before the shoulders unclipped from the body. Twilight's head mostly split down the middle before the halves attached themselves to her torso as her shoulders reattached. Twilight's new head still had her hair and horn, but now she had a more humanoid face that was mostly covered up by her mouth plate.

"I guess so," said Matt sarcastically.

"Great, does that mode come with weapons?" asked Serina a bit more sincerely.

"Weapons, uh, I'm not sure what-" started Twilight before all three of them were swiped at by Scorponok's claw.

"CHECK FOR DAMN WEAPONS!" yelled Matt, firing a hail of lasers at Scorponok.

However, Twilight was sent tumbling out of the air, not sure how to get her new wings working again. But then her fall was stopped as she landed in a gigantic outstretched hand. She was lifted up to an enormous robotic face as a deep voice boomed, "Fortress Maximus heeds the call of the new Prime."

"Fantastic, squish the scorpion!" yelled Matt.

"Fortress Maximus, today I shall reduce you to scrap like I should have done centuries ago," said Scorponok before punching his giant opponent.

The others backed off at that, knowing that it would take just one stray punch to take them all down. "We find the wizard, then we go inquisition on his butt," snapped Dante.

"He's still inside Scorponok," said Twilight.

Matt turned before seeing the hole Twilight had made. "Serina, toss me in," he said, readying his blaster.

"Are you certain about that? You have no ready defense against magi energy," said Serina.

"Spent 3 weeks as a dragon, I have experience. Don’t let em get eye contact and don’t let em hit you with a fireball," said Matt.

"Say what?" asked Twilight before she heard a familiar voice screaming.

"Oh no, Applejack!" yelped Twilight before jetting towards where her friend had fallen off of Fort Max's shoulder.

Applejack yelped as she plummeted. Even with her current body she had a feeling she wouldn't like the landing. With a sudden 'clang', she felt herself be caught. She looked up and almost didn't recognize the face she was looking at. "Twilight?" asked Applejack.

"Yeah, I got an upgrade. Now we need to go help Matt," said Twilight before her horn glowed and they both teleported.

Mara glared as he watched the fight. His Sharkticons had scattered everywhere in the chaos and perimeter sensors showed that they had antagonized some local forces if the approaching troops were any indications. "Problem?" said the voice of one of the humans behind him.

“Ah, ah, don’t turn around. Wouldn’t want a mental whammy, makes me wanna blow heads off," said the voice as a click was heard.

"Do you really think that you're a match for me?" asked Mara, "I could turn you into a lizard with a flick of my tentacle."

"I know for a fact a magi attack like that needs a verbal code word or two. Can you speak faster than a plasmite bolt?" said Matt.

"Do you think I can be slain that easily?" asked Mara.

"Well, you wizards tend to be pretty squishy and from what I heard, Quintessons are lousy in fights."

"How dare you? I am far super-" began Mara before a bolt of energy blasted apart the alarm he’d been reaching for.

“Naughty," said Matt cheekily.

"I don't need to rely on Scorponok to destroy an insect like you," said Mara before firing arcane bolts at Matt.

Matt easily sidestepped them, rolling to the side and returning fire, aiming for the blasts to knock Mara over rather than kill. Magic shields sprang up before the blasts could get close to the Quintesson, reflecting them away. Matt just continued firing, aiming around to let the concussive blasts do the damage.

But then a bolt of magic hit Matt's left arm, spreading up before it turned everything from the shoulder down to stone. "What’s wrong? Too cowardly to use proper fighting spells?" taunted Matt

"Oh, I just need to quit moving around long enough to hit you," said Mara as a large ball of energy formed between his tentacles.

Matt shrugged before bringing his stone arm around in a swing that connected it with Mara’s head...at high speed. Matt was pretty thankful his arm was stone then because from the sound of the clang the Quintesson's metal head made, Matt was sure he'd be howling with pain if his arm was still flesh. Mara didn’t seem any better off, his eyes crossed.

"Alright, now I'm gonna-" started Matt before noticing his arm was cracking. To his relief, when the stone fell off, his arm was still under there and unbroken. But then the pain caught up with him.

Mara shook his head at that. "Oh...I’m going to enjoy this," he snapped, readying a blast at the distracted Matt.

Just then, there was a flash of violet light and Twilight and Applejack appeared. "Did we miss the fight?" asked Applejack.

Mara snapped "How dare you attack your master?" sending his blast at them instead.

Twilight quickly put up a shield that neutralized the blast. "You are not our master. You are not anyone's master," said Twilight.

"I created you creatures! I am your MASTER!” roared Mara, readying a much larger blast, adding, "Even this fool of a Headmaster unit knows it.

Just then, a gun unfolded from the wall and pointed at Mara. "What did you just call me?" asked Scorponok's voice.

"He called you an idiot," said Matt innocently.

"Actually, he called him a fool," said Applejack.

"WHAT?" roared Scorponok’s voice.

Just then, the whole room was rocked to one side as Scorponok was knocked backwards. "Perhaps you should focus your attention on your archrival instead of me," said Mara tersely.

"I can multitask," snarled Scorponok, before sending several blasts at Mara.

A large dome shield surrounded Mara to protect him. "Is one petty remark really worth this potentially losing your fight?" snapped Mara.

"I never trusted you completely, Quintesson..." sneered Scorponok, his voice more full of Zarak’s then Scorponok’s.

"Uh, maybe we should just let these two sort out their troubles on their own," said Applejack.

"Oh no, I still have business with you, Autobots," laughed Scorponok, his voice now fully Zarak’s.

"We're not Autobots, whatever those are," said Applejack.

"Actually, it's not a bad thing to be called, though it's still inaccurate and I don't believe Scorponok means it in a friendly-" started Twilight before one of the inner guns nearly shot her head.

"Can you stop talking about friendship for ten minutes and actually do some fighting?" snapped Matt.

Applejack and Twilight nodded at each other and charged at Mara A spell from Mara froze the floor in front of them. While Applejack wasn't able to get across it without slipping, Twilight flew over before shooting a magic beam from her horn at the Quintesson.

Mara yelped, raising several shields, the beam smashing most of them and cracking the last. "Powerful, aren’t you?" he sneered.

"As the Element of Magic, I ought to be," said Twilight.

"That will make taking your power all the sweeter," said Mara before several entangling streams of magic shot from this tentacle tips. Twilight yelped as she flew back to avoid the lunging tendrils. "What’s wrong? Not used to fighting a real battlemage?" sneered Mara.

"I fought Tirek and he was a lot bigger and tougher than you are," said Twilight.

"But could he do this?" asked Mara before creating a barrier around Twilight and just closing it tightly around her. "You see, I've had far more experience dealing with little pests like you," taunted Mara, sending Matt and Applejack flying with a telekinetic spell.

Twilight struggled and tried to teleport out of the barrier, but Mara had apparently made it teleport-proof. But unknown to her, her horn was extending and the end of split in half and folded back reveal what looked like a miniature blaster. "Wait, what is that you have there?" asked Mara before a substantially large magic beam shot out of the horn blaster and through the barrier, shattering it. Mara yelped as he was sent flying back. "No...that’s not possible," he said weakly.

"From what I've seen of Cybertronians, they've very good at adapting," said Twilight as her robot hands retracted and a pair of larger but similarly designed blasters replaced them, "And as you're about to learn about unicorns, we have a lot more magic than you think."

Mara glared before smirking. "And your friends?" he said, readying what Twilight sensed was a death spell.

"You're not going to hurt them or anyone else again," said Twilight before firing from all three blasters.

Mara put up another force field and said, "You're bluffing. You don't have the killer instinct to dispose of me."

A second hail of blasts caused his barriers to crack and causing him a little worry. "Now then, let’s not be hasty, captain, I surrender," he said.

Twilight stopped her barrage and asked, "Do you promise to surrender?"

"Yes, yes, of course," said Mara.

"Twilight, he's lyin'!" snapped Applejack.

Mara glared and readied the blast again only to scream as a shot took one of his tentacles off, Matt, a cold look on his face lowering his weapon. "NSC let us shoot people who fake surrenders," he said coldly.

Twilight glared and blasted at Mara, her three beams going through him without any visible damage. "Ha! I knew you didn't have the spark to finish me off," said Mara, not noticing the portal that was opening behind him.

Matt smirked evilly as the portal opened. "Red Wizard, under article 15-C of the NSC: Lack of an official law enforcement officer, I pass sentence; banishment to a random dimension," he said, Mara looking confused

"You don't have the power to banish me," said Mara.

"Yeah, I don't, but she does," said Matt, pointing a thumb at Twilight.

Mara's eyes went wide, turning around to see the portal. “No! NO! I WON’T ALLOW IT!” he snapped, going hysterical.

"Is it safe to push him in myself?" asked Matt.

"No, it's not," said Twilight.

"Thought I'd ask," said Matt.

Mara glared and tried to lunge at Matt, only for a purple glow to surround him. “Unhand me, slave!" he snapped.

"I am not your slave, not as a Cybertronian and especially not as a pony. And you're going to a place where you can't try to enslave anyone ever again," said Twilight before pushing the Quintesson into the portal.

Matt whistled as the portal closed before hearing a click, "Oh yeah, that guy."

"Hmm...it seems I have you to thank for crushing the annoying Quintesson," sneered Zarak’s voice.

"Well, I actually just banished him," said Twilight.

"Where to?" asked Matt innocently.

When Mara-Al-Utha regained consciousness, he noticed that his power had been drained. "Did that winged unicorn think she could drain me of my power for long?" asked Mara, "I'll get my power back and when I find her again, she'll be screaming for mercy when...wait, something's wrong here." Mara looked around and noticed that everything seemed too colorful and sunny. "Where did she send me?" he asked.

Mara looked around to see dozens of pastel-colored ponies looking at him. Worse, all his magic was gone. One of the ponies, one with no horns or wings and a pink body and lighter pink mane and tail, said, "Hi, I'm Pinkie Pie. Do you want to join our tea party?"

Mara's eye twitched before he screamed, "NOOOOOOOOOOO!!!"

"Ok, maybe some other time," said Pinkie Pie unperturbed.

Author’s note: For those who didn’t guess, Mara-Al-Utha has been banished to the G3 Pony cartoon, shudder in horror.

"That’s just....cruel...I love it," said Matt evilly.

"I just hope he won't do any harm to those poor ponies," said Twilight.

"I don’t think that'll be a problem." said Matt, "Magic’s like batteries: incompatible doesn’t work."

"But he could still be a dangerous being that could learn how to use that world's magic," said Twilight.

"Nah, all that sugar and spice will drive him nuts before too long," said Matt.

"Ahem, are you forgetin' that we're still inside an evil giant robot?" asked Applejack.

"Yes, I would have thought I’d be hard to forget," said Scorponok’s voice in a sarcastic tone.

"Right, we'll just find what makes this guy tick and unplug it," said Matt before a blast nearly hit him.

"There will be no 'unplugging', human," sneered Scorponok.

"Uh, you don't have any real quarrel with us. Why don't we just go?" asked Twilight.

"And have you come back as a later date as another Prime to face me?" sneered Scorponok.

Just then, the room was rocked again as Scorponok was dealt another staggering blow. "Uh, I'd really do not want to be inside a robot that's currently being bashed in," said Matt.

Fortress Maximus dealt another blow before saying, “Let them go, Scorponok. Your fight is with me."

"You may be of the same kin as the mighty Metroplex, but you have none of his powers," said Scorponok as he struck him again, "You have bonded yourself to weaker minds and have lessened yourself. But the mind I have bonded with has always remained strong."

"The mind you are bonded with is insane," snapped Fortress Maximus.

"You say that as if that were a weakness," sneered Scorponok.

"It is...because now you don’t expect this," said Cerebros, dealing a surprise blow under Scorponok’s jaw. Scorponok's head almost popped off from the blow, but not quite. It was still attached, but now it was at a weird angle, one that obviously was ruining his coordination.

"You...will...PAAAY" managed Scorponok before pausing.

"Uh, Scorponok, are you alright? I didn't hit you that badly did I?" asked Fortress Maximus.

Inside Scorponok's body, Matt and the ponies had managed to find their way up to Scorponok's neck and found where Zarak was inside of him. Matt had found a...unique way to stunlock Scorponok. "Put the lime in the coconut and WHACK IT ON THE HEAD!” he sang, hitting Zarak with a length of metal as he sang. While the clang indicated no damage, it was almost certainly annoying.

"Will you stop hitting me?!" snapped Zarak.

"Make me, smeghead. CLONK!” Matt said, yelling the last part out loud as he hit Zarak again.

"There has got to be a better way to do this," said Twilight tiredly.

"How's about we just push the eject button?" asked Applejack.

"This is more fun though. You gonna come out and stop me, head boy or do I gotta pry you out like an oyster?" Matt laughed.

"Uh, if I recall, aren't Headmaster armors also life-support systems?" asked Twilight.

"Do you know what a life support system is?" asked Matt.

"Not precisely, but it sounds important," said Twilight.

"Oh well, knock-knock, call off your buddy and let us go or I stay here...forever...and I sing," said Matt, Twilight and Applejack looking confused at the strangely feeble threat.

"Uh, is now really the best time for a song?" asked Twilight.

Dante's voice said, “Oh God no, don’t you dare. I can’t find the mute button." as Zarak said “I don’t fear such a feeble threat."

With that, Matt took a deep breath and started singing as if his Cutie Mark were for singing but has replaced with an Equalizing Mark that made it...less than stellar to be blunt.

Twilight and Applejack immediately yelped and covered their ears as Zarak screamed "OH GOOD GRIEF!"

The view from outside was even stranger. Fortress Maximus watched in confusion as Scorponok pounded on his own neck before trying to tear off his own head. Dante could also be heard screaming over the com, though Fort Max couldn’t hear what was causing it. "Is...everyone alright?" he asked in confusion only for Scorponok to scream "THE SOUND! IT BURNS MY AUDIO SENSORS!"

Fort Max tried to contact Twilight and Applejack. "What is going on in there?" he asked.

"I think Matt’s dying! Listen!" yelled Twilight before what sounded like a wounded animal locked in a dustbin came over the line.

"Ugh, that sounds horrible. Can't you use your magic to help him?" asked Cerebros.

"Well, I guess I could, kinda couldn't think anything but the pain in my head for a while," said Twilight.

There was a clonk and the sound cut out at that, Applejack’s voice saying, "Fixed it."

Scorponok stopped struggling with his head and said, "Finally, take your blasted friends. I can't stand any of you for one more nanoklik."

Fortress Maximus looked confused before Serina said, "Don’t look a chance in the mouth. Let’s go before he clears his head."

"Yes, uh, I'll be back to kick you off this planet later," said Fortress Maximus.

"Fine, just take the loud one far away," snapped Scorponok.

Crossing the Forbidden Zone of Nebulos was a lot faster now that the group could hitch a ride on the shoulder of a titanic robot.

Matt was checking off things they would need. "I'll need a ship, capable of storing our new mechs with a type 22 quantum capable jump engine, good for 4000 TeV charges," he was saying into Fort Max's ear, aimed at Llyra.

"The closest we have is quantum generators," said Fort Max, "They're powerful, but I doubt they'll allow you to leave this universe. But a space bridge might be able to get you out."

"I can rig it up to do so, just get us a ship," said Dante.

"I should warn you, messing with quantum technology can go disastrously wrong," said Fort Max, "I could spend the rest of our trip just telling about how badly it could go."

"Yes, cross one wire and you end up turning your ship into a black hole. I’ve had the flash training," said Matt casually.

"That's not all," said Fort Max, "If you're standing to close to your quantum engine when it's about to flout the laws of physics, you could end up fused to the engine."

"Not if you have a reality shield," said Matt cockily.

"Do you think your technology and ours is so compatible?" asked Fort Max.

"We probably stole some of the plans," said Dante casually.

It wasn't possible to tell the expression on Fortress Maximus's face from here, but the way a nearby panel was lifting up to reveal a small turret probably indicated he was not pleased by that admission.

"He means copied...and even then only the plans," said Matt with a sigh.

"Uh, not that they could have made any good or exact copies," said Twilight quickly.

"Actually..." began Matt before a glow appeared around his mouth and held it shut.

"So, uh, how are ya'll gonna explain to your government about being part of a gigantic robot now?" asked Applejack.

"I will manage," said Llyra's voice.

"And what about Scorponok?" asked Twilight.

"Oh, I will be very surprised if he remains on this planet for much longer," said Fort Max, "Knowing him, he'll fly off to plot his revenge or something like that."

"As long as he doesn’t follow us, I’m happy," said Dante.

"So how much farther is it?" asked Applejack.

"Not too far. We ought to be there within a megacycle," said Fort Max. The giant soon picked up on their confused silence and added, "That's about an hour for you."

The experimenter glared, looking at the various readouts. Half his test subjects had gone dark, the last signals indicating their form locks had failed. "Sir, with respect, we cannot trust reclamation to proxies anymore," said a crewbot.

"No, it appears we will have to start searching for them ourselves," said the experimenter, "But there is one positive aspect to this: the more of these pony-bots that get together, the more drawn they are towards the Enigma and they seem to be actively seeking each other out."

"There is a complication. The one from their memories, the mercenary, one of his past versions is working with some of them. This may make intervention difficult," said the crewbot, before adding, "There is some good news though: the remaining subject is primed, programming and memory suppressants are fully functional."

"Excellent," said the experimenter, "Just the hound we need for sniffing out our lost livestock."

"Sir...are you sure we should deploy subject 7 so soon? There are still tests to carry out,” began the crewbot.

The atmosphere grew a lot colder, quite literally actually. "Are you saying we shouldn't be following my orders?" asked the experimenter coldly.

"No, but there is still a chance that there could be gaps in the memory suppressants. Gaps that contact with his fellow subjects could cause to widen," said the crewbot calmly.

"So, you're saying we should test how brutal our bloodhound is before we let it loose?" asked the experimenter.

"If that is your wish, it might be wise to send a...chaperone as the humans call it, to make sure he follows commands," said the crewbot calmly.
"Yes, a handler for the beast," said the experimenter, "But who among my crew can trust to make sure the brute doesn't run off or get carried away?"

"Does it matter? It’s a combat test," said the crewbot with a smirk.

"True, any flunky could do it. How about we let our demolishers to handle my beast?" said the experimenter.

"I will inform them of their mission at once, sir," said the crewbot smugly.

"Excellent, yes," said the experimenter, his tone cheerful in a way that only meant good news for him.

Author's Note

There's another chapter, though probably not the chapter some people were expecting. Still, I think this is a particularly exciting chapter. It's a bit different from the other chapters in that I've borrowed quite a bit from the Marvel Transformers comics regarding Scorponok's backstory as well a reference to the Japanese Headmasters cartoon regarding his weak spot. Mara-Al-Utha is the Quintesson sorcerer that appeared in 'Madman's Paradise' of the G1 cartoon. And I've added a couple of Metroplex references regarding Fort Max. Also, the beetles in Twilight's nightmare are based off of Bombshell and his cerebro-shells.

Twilight appearance is obviously based on this design, though I altered it just slightly because those larger guns were too hard to incorporate into her pony mode and I think her wands are a lot more keeping with her character.

The next chapter will be up 8 days from now and it's one that I'm certain many people are looking forward to. Please comment.

Rainbow Dash vs. Starscream

Maximares Rising

Chapter 4: Rainbow Dash vs. Starscream

Rainbow Dash soared through the skies above Equestria with great speed. She might not have all the experience to be on the main roster of the Wonderbolts, but she knew she had the skill.‏ "Just a few more laps..." she muttered as she shot along, enjoying the feeling of the wind in her mane.‏

Just then, she heard a zooming sound overhead. She looked up to see two shapes flying very high overhead, unlike any flyer she had ever seen before. "What are those?" she asked as she started going higher up.‏

As she got closer, she could see the objects were some kind of machines, flying along at high speed. Their wings didn't move, their speed coming from flames that came from a couple of nozzles at their back.

‎"Whoa, never seen anything like those. Didn't think other ponies could fly any faster than balloons. But I bet I can beat those two," said Dash before flying after the machines.‏

The machines however managed to keep ahead, until Rainbow Dash was right alongside them. "Hey. you think you can keep up with the fastest pony in Equestria?" she taunted, a red light on the front of the left and right machines suddenly aimed at her.‏ "Hello? Anypony hear me?" called Dash.

"No ponies here, gluestick," said the blue machine before spinning sharply enough to smack Dash with its wing.‏

"Hey, be careful! It’s just a race," snapped Rainbow Dash before yelping as the other one swerved at her.

"The race is over, fleshie. The dogfight starts now," said the purple machine before extending a long thin metal tube forward and started shooting at Rainbow Dash.‏

Rainbow Dash yelped as she was forced to pull some tight turns to avoid the blasts. She quickly flew into a thick cloud bank which the machines flew past. Dash panted as she rested on the clouds. "What's with those guys? Why did they attack me?" she asked.

Suddenly, there was a flash of purple light and the purple machine teleported right in front of Dash and scattered the clouds. "It's what we do, meatbag," said the machine before firing at her again.‏

Rainbow Dash managed to dodge this one too before heading straight up. She had exactly the right move to stop these tin cans dead. "Ok, you wanna fight? Let's see you handle this," said Rainbow Dash before building up a lot of speed. The air crackled around until it exploded out in both sound and color. The rainbow-colored ring hitting the duo and sent them spiraling. "Hah! That’s what you get when you mess with Rainbow Dash,” taunted Rainbow.

Just then, the blue machine flew up in front of her and said, "You call that a sonic boom? This is a sonic boom." The jet zipped forward and let out a huge thunderous sound that knocked Dash away.

Rainbow eventually managed to right herself, though she felt pretty rattled. She had a feeling her ears were bleeding now. Her blurred vision managed to make out the machines changing shape into something with limbs before they both fired something at her that was not as speedy as their other projectiles but had flames. She quickly turned tail and started flying the other way as fast as she could. But before she could get far, she felt an explosion behind her and a burning sensation across most of her back. But not her wings. Why couldn't she feel her wings? Why couldn't she move them? She tried desperately to get back control of her wings as she plummeted towards the earth below.‏

Dash shot upright with a yell to a steel room, red lighting everywhere. "Ok, ok, it was just a dream. I'm nice and safe in my own metal room...wait a minute. I don't have a metal room," said Rainbow Dash.‏

The room shook at that, a siren heard before several two-legged bots ran past the open door. "Alert...hull breach in section 6...all test subjects must be contained...NSC boarders reported in section 4, 7, and 9," said a calm voice.

"Ok, I think I need to find a way out of here," said Rainbow Dash before hopping up into the air. She landed back and she checked her back to see what was wrong with her wings. The answer was simple: they weren't there.‏

"Oh no...nononononoo!" she yelped turning in place as if hoping to see them before the ship shook again and an annoyed voice said, "This is your leader speaking. It seems some of the test subjects have escaped. Recapture them NOW!"‏

"Test subject? Does that mean me? Did they take my wings?" asked Dash, her panic soon turning to anger.‏

The voice continued, "If they resist, stasis lock them."‏

"Nopony's stasis locking me, whatever that is," said Dash before running out of the room into the hallway. They had to be storing her wings somewhere in here.‏

She yelped and had to jump back as one of the bots from earlier was flung back around a corner into a wall, several large holes through him. Dash peered around to see several boxy machines at the far end tearing apart the corridor as they fired at her captors.‏

‎The fight between the robots seemed rather one-sided as the ones that had wheels on them couldn't seem to aim properly at the more boxy robots. "Man, these guys are the worst shots," said Dash. Unfortunately, one of the wheeled bots heard her and turned to spot her. "Stop right there, test subject," it said before changing into a very sleek and streamline vehicle which started racing towards Dash.‏

Dash yelped and backed up before a blast blew the transformed bot to pieces, the blast flinging her back into a small room, the door shutting. "Escape pod armed...prepare for launch," said a calm voice.

‎"Wait, launch? Launch where?" asked Dash as she tried to find a handle for the door.‏

"Prepping rip engine...launch in 3...2...1!" said the voice calmly before Dash was pressed against the floor from the g-forces‏. "Transwarp drive activating," said the voice before there was a bright flash of light.‏

Dash shook her head before a small blastshield retracted to show what looked like... "Equestria, I’m almost home," said Dash happily before her eyes took in the continents, which certainly were not that of home.‏ "Ok, I don't want to land on an alien planet. How do I steer this thing?" asked Dash as she looked for controls.‏

"Landing is automated...please do not interfere," said the calm voice, ignored as Dash tried various buttons before it said in a stern voice "Warning...guidance disabled...impact now imminent in quadrant 2, continent 3. Attempting to home in on nearest friendly forces."‏

"Oops," said Dash.‏

The voice said calmly, as the world loomed larger, "Impact in 60 units...59...58...57..."

In the skies above the prehistoric world, two very strange creatures were flying. One resembled a metallic peregrine falcon and the other resembled some sort of robotic cat with jet wings. "Any Predacon energy signatures yet, Tigatron?" asked the falcon.

"Nothing yet, Airazor," said the cat, "Tarantulas has hidden his new base well."‏

A third voice came over the channel at that, "Really? And here I thought we were out for exercise."‏

"We are here to track, not snark," said Tigatron.

"Who says I can't do both? Not that there's anything to track way out here," said the voice.

"We're not quitting that easily, Ramulus," said Airazor, "We have to find the Matrix."‏

There was a pause before Ramulus said smugly, "I think we're about to find something else. Try looking up."

Tigatron and Airazor looked upwards to see something streaking through the sky. "A stasis pod? I thought they all fell out of orbit decacyles ago," said Airazor.‏

"I've got a good eye on it down here. That’s not our design but there's definitely something in it...and it’s coming down hard. If it’s a protoform, we'd better get it before that bug brain gets it first," said Ramulus’s voice.

"Right, we can't let him corrupt another Maximal," said Tigatron, "You think you can keep up on foot?"‏

"Better than you can," said Ramulus, going off the air.

Airazor looked down to see a red and white blur leaping across the rocks. "He's nimble, I'll give him that. But he's not as fast as us," she said.‏
The pod shot past them at that, its braking boosters visible as it desperately tried to land. A strange engine was also fitted to the back of it, glowing blue and seemingly causing a ripple as it passed.

"Does that pod have a transwarp drive?" asked Airazor.

"All the more important it doesn't fall into Predacon claws," said Tigatron as he boosted his jets.‏

The pod, equipped with a scavenged NSC VI, quickly realized that the damage its foolish occupant had caused was fatal. It had damaged its guidance and its primary brakes. There was one final option. With that, it immediately poured all power into the remaining thrusters while setting the drive to overload and ejecting it ahead of the pod. In theory, the exploding drive, while sadly putting up the possibility to attract attention from enemy vessels, would slow the main pod down to avoid a fatal crash.‏

However, the occupant had gone into panic mode and had been hammering against the hatch of the pod and doing some damage. Enough damage that the explosion would most likely pop it open. Though the VI sensed the occupant's flight capacity and was not that concerned for her safety.‏

"Oh no," said Tigatron weakly as the pod seemed to begin to break up, the glowing drive breaking off and a second later detonating in a bright blue flash, the shock wind almost sending the two Maximals out of control.

When the two Maximals righted themselves, Airazor said sadly, "We were too late."

"Uh, you guys might want to clear your audio sensors," said Ramulus over the comm. Tigatron and Airazor did a quick troubleshoot of their sensors and got them back working. That's when they could hear the sound of someone screaming as she was falling.

The two focused to see a shape falling out of the explosion. "It’s awake..." said Airazor in shock, Tigatron adding "And falling...come on!” neither noticing the unstable wormhole left behind by the rip drive’s detonation.

In a far-off swamp, someone was watching the sky. "Hey, a firework show," said the odd pony/alligator creature looking up.

"For the last time, Pinkie, we don't have fireworks on this planet," grumbled Dinobite.‏

"Are you sure?" said Pinkie cheerfully, hopping along after Dinobite who groaned.

"They won't be invented for several dozen millennia...and that'll be done on another continent," he sighed.

‎"But something went 'boom' up in the sky," said Pinkie.‏

"Maybe it’s a meteor or the Vok playing with the moon again?" snapped Dinobite, wishing his processor-ache would go away.

Just then, Pinkie felt her flanks twitch. She looked at them before a bright light shot from her Cutie Mark, pointing in the direction of the spot in the sky where she saw the boom. "It must be one of my friends," said Pinkie, suddenly serious, "I must go now and meet up with her as it's most likely a 'her'. I must go swiftly and I must go alone." With that, she started running off.

Dinobite stared in shock for a moment before airpunching. "Yes! Thank the Allspark, that little pain’s gone," he said happily, "Peace and quiet..." before screaming as Pinkie literally seemed to appear beside him and said "You wanna come meet my friend too?"‏

The poor raptor gave a scream before falling over and twitching. "I'll take that as a yes," said Pinkie joyfully, "I'll got get the others while you pack."‏

"I hate you with the force of a thousand stasis locks," grumbled Dinobite, sadly unheard.

Eventually, Rainbow Dash will be kicking herself for messing with the pod. First by upsetting the controls then by damaging the hatch. But right now, her biggest concern was that she plummeting a hundred feet down towards a rocky surface and she had no wings.‏

"Oh no...nonononononono!" she yelped as she tried everything, even flapping her forelegs in an attempt to stop her imminent final meeting with the ground below. "I'm gonna die, I'm gonna die, I'm gonna die!" yelped Rainbow Dash before she covered her eyes. She put a bit more force into it than she wanted because she ended up whacking herself pretty hard. "Ow," said Dash before feeling something weird.

Her arms and legs extended out into robotic limbs while the front of her head moved down to her chest. She didn't notice the small ports opening on her back until blue flames shot out of them.‏ She finally uncovered her new face as she realized she wasn’t falling anymore.‏

"I'm flying? Hey, I'm flying! I got my wings..." said Rainbow Dash before looking over her shoulder and noticing her small thrusters and the robotic body they were attached. Dash looked at her new servos and asked, "What the heck happened to me?"‏

She looked around before trying to remember what had led up to this.
‎

An alien invasion was definitely the kind of thing that drew the attention of Equestria's finest fighters, such as the Wonderbolts. Dash wanted to be the one to greet them and give them a briefing about the invaders, but she was right in the middle of the alien jets.

Alongside her were a dozen or so Pegasus guards and below them were the flashes and whomphs of royal guard battle mages. So far they had been slowly wearing the attackers down, Discord, to Dash’s surprise helping the most. These jets had been part of an extremely badly thought-out attack on Canterlot apparently.

"These chumps had no idea who they were picking a fight with," said Dash before she smashed in the cockpit of yet another jet drone.‏
The jet span away before righting, turning and firing a wave of energy that caught two of the Pegasi guards hard, their bodies outlined in energy before with a thunder crack their blackened armor and bones fell away.

A flash of chaos magic zapped the falling debris and spun it in a small whirlwind before it poofed. The Pegasus guards were alive again, though they were two heads on a body that was twice as large as they were before.‏

The jets turned and fired repeatedly before giving chase as Discord shot past, for once not wearing a smug grin. "Are you sure he’s on our side?" said one of the guards. ‏

"Hey, you guys got twice the muscle and wingpower," said Dash.

"But I don't want to be stuck like this," complained the other guard.

"Twilight can fix you later," said Dash.‏

What felt like a thunderclap was heard at that, Dash and the guards looking up to see a vast machine lowering down. Even as they watched, several hatches in its bottom opened and swarms of attacker jets shot out. "Ooh, looks like the mothership. This should be a challenge," said Rainbow Dash eagerly.

"Shouldn't we get reinforcements?" asked both guards.

"Well, I guess we ought to, not that I can't handle myself in a fight. Where are the reinforcements anyways?" asked Dash.‏

"They're all caught up supporting royal guard forces," said one of the remaining guards, "We have to meet up with the third..." before a blue beam lanced down from the ship, a line of explosions tracing its path as it burnt its way along the battle lines, its owner apparently never having heard of friendly fire.‏

‎"Ok, that needs to go down now," said Dash before flying upwards. She grabbed up as many clouds as she could until she had a huge dark cloud. She flew the cloud up and started bucking it, causing lightning bolts to hit the ship.‏

Unlike the fighters though, the bolts seemed to hit a translucent energy field, the ship undamaged. The ship didn’t even notice before a larger hatch opened and what looked like a giant spike shot down. Dash narrowly avoided the spike which plummeted until it hit the ground and buried itself almost completely. The spike didn't seem to do nothing until a sickly orange energy field expanded out from it, quickly covering all of Ponyville. Its effects were quickly noticed by the unicorns and soon the Pegasi when they started losing the power in their wings.

Dash yelped and tried to fly up and out the field, but she could already feel her strength fading fast. As she was about halfway towards the ground, a blue jet flew up beside her and changed into a robot before grabbing her. As Rainbow struggled, the bot activated his comlink and said in a weaselly sort of voice, "I got one of your focal points."

"Good work, Dirge," replied a voice, "Spy Streak has already secured the strongest one and the rest shall be easy to pick up."‏

"Returning to ship," said the one called Dirge‏.

Rainbow struggled with what little remained of her strength as the robot flew up to the ship, a hatching opening up for it.

"Ok, I got abducted by aliens and now I'm one of them or something," said Dash as she looked at her servos before looking at the landscape around her, "Is this their homeworld or something?"‏ The land below didn’t look too much like an alien world...in fact it reminded Dash of Appaloosa’s desert.‏

Then she heard the sound of flapping wings and jet engines. She looked around before seeing a robotic bird and a flying metal cat approaching her.‏

"Oh no, you aren’t getting me again," she snapped, turning to shoot off, only for only one of her thrusters to fire, sending her into a spin. "Come on, you stupid things, work," said Rainbow Dash. She did manage to get the other thruster firing, but in the same direction as the first which only doubled the speed of her spin.‏

The two swooped down at that, the bird grabbing her by the shoulders‏. "Hey, let go! I'm not going back to your spaceship!" yelled Rainbow Dash.

"We don't have a spaceship," said the bird.‏

"Yeah, right, lemme go!" snapped Dash‏.

"I think you ought to reconsider your request," said the cat, "You are currently at least 200 feet in the air and you are not yet able to fully control your flying capabilities."‏

Dash glared before saying, "You're not with those creeps?"‏

"I'm assuming the 'creeps' you're referring to are Predacons, then the answer is no. We are Maximals, like yourself," said the cat. Dash just gave him a blank look. "Ah, your datatrax were lost when your pod was damaged. It happened to me as well but I learned and adapted."‏

"I'm not usually a robot. I was kidnapped," snapped Dash‏.

"Yes, I thought I was originally a beast too," said the cat.‏

"I really was," said Dash desperately.

"I think we'll need to bring her back to the base. She's badly disoriented," said the bird.‏

Dash looked around. She was stuck on this planet for the foreseeable future. She didn’t know anyone on this world and these things were offering her somewhere to rest.‏ "Ok, fine, but I want to get my wings or whatever I have working," said Dash.‏

Tarantulas meanwhile was having an interesting day...if you could call 'narrowly being crushed by an empty stasis pod' interesting.‏

Normally, the arrival of an empty stasis pod would be welcome as it would allow Tarantulas to build a ship that can get him off this prehistoric world, but this one had been badly damaged.‏ There was also the problem that it had hit about 1 inch from his head. As a result, two of his minions were trying to get his mind out of the feedback loop it was in.

"I say we just smack his head until he snaps out of it," said Iguanus.

"That is not going to help," said Ravage.

"Yeah, but it'll be fun," said Iguanus.‏

Tarantulas seemed to snap out of it at that, giving a girly shriek and jumping back.‏ "Darn, I was hoping to get a few whacks in," muttered Iguanus.‏

"Find whoever’s firing pods at me!" yelled Tarantulas before pausing, taking a look at the pod and seeing several pieces of writing he didn’t know. "Hmm...interesting. Looks like this pod isn't from the same place as the others," said Tarantulas.‏

A red light shone out, floating over Tarantulas before a tiny hatch opened and what looked like a dart shot into his chest. "That's your best security? The proto-humans have a more sophisticated defense system than-" started Tarantulas before he was suddenly zapped by the dart.
After the zapping stopped, Tarantulas looked himself over and said, "Didn't bother me a bit." Then his head popped off of his body. "Oh for the love of..." grumbled Tarantulas as he bent over to grab it, only for his head to move away from him. "What? Come back here!" snapped Tarantulas as his body chased his head around.‏

Ravage said happily, "Never mind, this is far better."‏

"Kinda reminds me of those vids we saw of that Waspinator chump," said Iguanus, "Whatever became of him anyways?"

"Don't know, don't really care," said Ravage.

Waspinator meanwhile was stuck in trouble of his own. "Wazzpinator hates fleshy bot tribe...not know Wazzpinator good addition. Fleshy bots will miss Wazzpinator, fleshy bots will say they're sorry they threw Wazzpinator out with tree, fleshy bots will beg Wazzpinator to be king again," grumbled the ex-Predacon.‏

He was about to go on before a smoldering piece of jump engine hit him on the head.‏ "Who drops junk on Wazzpinator's head?" snapped Waspinator.‏

He looked up to see a far larger piece heading for him. “Wazzpinator should have stayed in sleep mode today,” he groaned. Waspinator braced himself for the usual squashing, but by a bizarre stroke of luck, this piece of metal was somewhat donut-shaped and Waspinator happened to be standing where the hole was. The metal crashed down around him, making him stumble, but otherwise leaving him unharmed.‏

"Phew...maybe Wazzpinator’s luck is chan-" he began before a panel came loose and hit him into the ground. "Or not," he groaned.
‎

Unknown to anyone, Rainbow Dash's arrival in this world had bigger consequences than simply her being stranded. The rip engine had torn a hole in transwarp space, allowing someone to return. Though 'someone' might not be what most unfamiliar people would call it since it was a floating blue ball of energy. "At long last, I shall have my revenge!" said a rather high-pitched shrieking voice as the energy sphere descended through ancient Earth's atmosphere.‏

As the energy orb floated down, the first thing it sought out was a body to possess, someone either lacking in strong will or a blank protoform. Blanks did not appear readily, but the energy orb could sense someone with a weak enough mind to easily overshadow.‏

The orb could remember the last time it had been here...it hadn’t ended well.‏ No, there had to be a better host here. Someone much more powerful and not so easily blown up.‏ The orb was so caught up in thinking that it floated straight through a piece of wreckage and into a semi-locked Cybertronian‏

Waspinator jerked and twitched as his body flashed with energy. When he stopped juddering, he looked at himself and said with the shrill voice, "Not this pathetic insect again! I couldn't have landed in someone who isn't blasted out of a fight every day? I am not going to have my revenge as this puny green bug. I need an upgrade."‏

A voice only he could hear snapped, "Izz not picnic for Wazzpinator either."‏

"Oh shut up, bugbrain. Where is your base? I need to give this body a tune-up," snapped the possessor.

"Predacon base gone, Predacons and Maximals all gone. Wazzpinator all alone," whined Waspinator.

"What?! I traveled back to this time just to be stranded here?!" snapped the possessor, "There has to be someone else on this pitiful mudball!"‏

"Wazzpinator know of one. Spider-Bot sztill on planet," said Waspinator‏.

"Your scientist? Hmm...well, he's better than no one," said the possessor.

"Wazzpinator not want to go to Spider-Bot," said Waspinator. "Wazzpinator doesn't have a say in the matter," said the possessor mockingly before flying off.‏

"Wazzpinator should warn, Spider-Bot is missing a few megabytes," said Waspinator desperately‏.

"Like that stood out among you Predacons," said the possessor.

Meanwhile, Dash was being guided back to where the remaining Maximals were based. However, not everyone was happy, as a com call was confirmed. "I can’t believe you slag heads left me behind in the middle of nowhere. Was it too much to tell me you'd found some half-crazy protoform?"‏

"Oh, we thought you were already there and back," said Airazor dryly.‏

"Oh ho, the bird brain does have humor circuitry. So who's the newbie?" said Ramulus sarcastically

"She says her name is Rainbow Dash and apparently she was not a Transformer until today," said Airazor.‏

"Yup, definitely scrambled in the processor," said Ramulus simply.

"She's very confused right now and she needs to rest and recover," said Tigatron sternly.‏

"Fine, I'll have some rations out for her when I get back to base. That pod’s not a normal one. No beacon from it, not in a language I know. It’s encrypted to the sky...and not Cybertronian..." said Ramulus before his voice lost all its sarcasm, “Be careful, if she came out that pod I don’t think she came from the ship...either of them."‏

"Unless you mean the ship that attacked Ponyville," said Dash.

"What kind of colony is called 'Ponyville'?" asked Ramulus's voice.

"We'll explain more when you get back to the base," said Tigatron before closing the com channel.‏

The base of the Maximals was a far cry from their old ship though it had received a couple of upgrades in the way of defenses. The Ark was still a top priority to be guarded which made the remaining Maximals grateful that Optimus's crew had left the Axalon bridge to help with defenses.‏

Dash however was getting a few suspicious looks, especially from Ramulus.‏ ‎Dash was expecting from Ramulus's tone that he was something vicious and bloodthirsty like a wolverine, but an ornery goat made as much sense. Of course, much of her attention was drawn towards the largest of the Maximals: Primal Prime.‏

"Big," she managed, looking up at the Prime.

"Is this the protoform you found?" he asked in a stern, but kind voice.

"Well, she's basically a protoform," said Airazor, "But she has no onboard computer, no personal weapons. It's a bit of a surprise that she has flight capabilities."‏

"And Ramulus tells me the pod had no-Cybertron modifications," said Primal thoughtfully, before looking at her, "Do you have a name, young one?"‏

"Rainbow Dash, top flyer in Ponyville and Cloudsdale," said Dash proudly.

"Did they mention she's absolutely fragged in the head? Because she is," said Ramulus.‏

"Hmm...take her to the medical bay and have her checked out...and get her some energon. She looks half-offline with hunger," said Primal calmly.

"Oh, just a few oats will be fine," said Dash.‏

There was an awkward silence at that before Tigatron said, “Let’s get you checked out first, Miss Dash."‏

Dash got a bit nervous with the CR chamber. Pegasi don't like confined spaces and the CR chamber looked pretty cramped.‏

"What the spark’s your problem? It’s just a medical scanner," snapped Ramulus‏.

"It's a very small, dark space," said Dash.

"So? I bet your stasis pod was even smaller," said Airazor.‏

I know how to deal with this," said Ramulus calmly, before walking forward and pushing her into the pod, slamming it shut. "Now grow up," he snapped, setting the scanner running.

"I can see why your specialty isn't nursing," said Airazor dryly.

"You don't have time to be a nursemaid when you're at war. Oh wait, I forgot, we missed the war," said Ramulus sarcastically.‏

"Scanning...no physical damage detected in all quadrants. No circuit damage...no software damage," said the medical computer calmly.

"How could her datatrax not be damaged?" asked Tigatron.

"Maybe someone planted the wrong stuff in her head," said Ramulus, "Blanked her programming and filled with a bunch of nonsense."

"Why would anyone go to trouble of doing that?" asked Airazor.‏

"No indication of data tampering...do you wish for a deep scan?" asked the computer‏.

"Might as well," said Airazor.‏

"Scanning...anomaly detected in spark. Unknown technology. Unidentifiable energy signature detected," said the computer, the holoview of dash’s body suddenly zooming in on her chest where a glowing red dot pulsed.‏

"Well, that is strange," said Tigatron, "It doesn't look like any spark I've seen before."

"Maybe she really was an organic that got transferred into a Cybertronian body. There is precedence for that," said Airazor.

"Yeah, and don't those records indicate that the fleshy that transferred went berserk after a while?" asked Ramulus.

"I think it was the fault of the body that was used, not the transfer itself," said Airazor.‏

"Confirmed...if this procedure was applied, it has been refined. No mental corruption detected," said the computer‏.

"But who'd want to put a horse in a robot body, even if it is a talking horse?" asked Ramulus.‏

"The unknown energy signature...maybe they wanted it?" wondered Airazor‏.

"Well, doesn't matter much now. She's stuck on this mudball for next couple millennia just like us," said Ramulus.‏

"What?" said a muffled voice from inside the pod.

“Well, her audio receptors work fine at least," said Ramulus‏

Tigatron walked over and opened up the CR chamber which Dash scrambled out of. "You guys are super-advanced alien robots and you don't have a way off this planet?" asked Dash.

"Primal and his crew took the only ride and left everyone else to rust here," said Ramulus.

"But Primal's over there," said Dash, pointing outside.

"Not Primal Prime. Optimus Primal," said Ramulus, "They packed up Megatron and left us to wait out the eras."

"Ramulus, everyone was either dead or in stasis pods," said Tigatron.

"And why couldn't he have picked up the pods? Did he expect the Maximal Council to send a clean-up crew after they've had their parades and parties?" snapped Ramulus.‏

"Ramulus..." began Tigatron, only for Ramulus to continue “Face facts: he left us here to rust."‏

"The Autobot shuttle could only hold so many," said Primal Prime, walking over to the Axalon bridge, "The only living active survivor here was Waspinator. They had good reason to not be able to carry everyone back."

"Oh, sure, leave Waspinator behind to be king of the proto-humans. That's not gonna lead to any disasters," said Ramulus sarcastically. There was a long pause before Ramulus said, "Ok, admittedly, Waspinator couldn't cause a disaster to anyone but himself. But still, did he expect the stasis pods to be fossilized with everything else?"‏

"So what would you have done, Ramulus?" asked Tigatron calmly.

"Yes, how would have you been able to take back so many stasis pods with just one shuttle?" asked Airazor.‏

Ramulus glared before saying, "I would have tried to think of something."‏

"Optimus wouldn't have forgotten the pods. He would have had the Elders send a ship to pick them all up. And probably arrest Waspinator," said Airazor, "But the Vok promised that we can get a ride home once Tarantulas has stopped."

"Yeah, I don't think I can put my fate in the hands of an aliens species that have tried to wipe us out repeatedly," said Ramulus.‏

There was a pause at that before Dash said, "Where exactly have I ended up and gotten myself into?"‏

It took a while for the Predacons to realize that Tarantulas's head and body have been polarized. It took even longer form to depolarize them and get the spider's head back on. "Right then, let's see if this pod brought us anything useful," said Tarantulas.‏

The pod itself looked similar to a stasis pod, though its systems had been stripped to more resemble an organic escape pod. Just grips and magnetic locks...oh, and more booby traps, this time luckily avoided.

"The engine is gone," said Ravage finally, "The pod can be fixed up, but without engine, it flies nowhere."‏

"The explosion...plus this pod’s engine would hardly get it into orbit," said Tarantulas thoughtfully, checking the software for any schematics. The software was guarded, but Tarantulas was an experienced hacker. "Human technology. I might have guessed," said Tarantulas.‏

Finally the schematics appeared, though Tarantulas noticed that some data was purposely missing. There was enough to show the basic schematic but nothing that would allow a rebuild.

"What we need is way to contact Tripredicus Council," said Ravage.

"The problem with that is that we don't have the ability to send a message forward through time to them," said Tarantulas.

Iguanus, though, seemed thoughtful before finally saying, "Why not use a time capsule?"‏

Ravage and Tarantulas gave him a look like he was crazy. "A time capsule. We're supposed to put our fates in little bottle and hope the right 'Cons pick it up in several thousand years?" asked Ravage like Iguanus was crazy.‏

"You have a better idea? We know that our people will be along in the future," said Iguanus‏.

"He might be onto something," said Tarantulas, "We'll just upload a subliminal message into Teletrann-1 so that one of our Decepticon ancestors will eventually pass down the message unknowingly to send another transwarp-capable ship to our time."

"Teletraan-1?" asked Ravage dubiously.

"What else in this era is known to have lasted that far into the future and carry our message reliably?" asked Tarantulas.‏

"Better than nothing," muttered Ravage‏.

"Yeah, but with those Maximals guarding the Ark, getting to Teletraan-1 won't be easy," said Iguanus.

"Perhaps I can help with that," said a shrill voice. The three of them turned to see Waspinator standing there with an unusually heroic pose.

"What's with your voice?" asked Iguanus.

But Ravage just snarled and growled, "Starscream."

"Ravage, the centuries have been good to you," said 'Waspinator'.‏

"Oh, no, not again,” mumbled Tarantulas‏.

"Yes, I am not fond of the body I ended up in, but at least there's enough room up here for me," said Starscream as he tapped Waspinator's head.

"It’s not like you needed much space," said Ravage coldly.

"So who's this Starscream guy and why is he in Waspinator?" asked Iguanus.

"I'm disappointed your history classes don't cover me," said Starscream.‏

"There are some things that are better left forgotten...like backstabbing traitors," said Ravage‏.

"Always the loyal lap cat," said Starscream mockingly. Ravage responded by pointing his blaster at the possessed ex-Predacon. "You shoot me and it only hurts Waspinator," said Starscream.

"Waspinator gets shot all the time," said Ravage.

"Wait, he might be useful to us," said Tarantulas.‏

Ravage turned to look at Tarantulas. “With respect, sir. Are you glitched? Starscream will betray us at the first opportunity."‏

"What's to gain from betraying us?" asked Tarantulas, "We're on a primitive world with no way to travel off of it and limited resources. Starscream would just be king of the cave people and he'll run out of energon long before he can make any useful changes to history."‏

"He'll probably do it out of habit. You CANNOT trust him," snapped Ravage‏.

"Do you think you can storm the Maximal base?" asked Tarantulas.

"You have power of Vok and Matrix of Leadership, you should be doing storming," said Ravage.

"If I keep using it, it'll run out," said Tarantulas, "And the Matrix is a useless bauble unless it's in the 'right hands'."

Iguanus muttered "If that’s the case, why did we steal it?" before everyone snapped "Shut up."‏

"And you think that Starscream-possessed Waspinator can break through Maximal defenses?" asked Ravage.

"Not as I currently am," said Starscream, "This body needs an upgrade."

"Does Waspinator approve?" asked Ravage.

Starscream tilted Waspinator's head for a moment before saying, "He says no, but no here cares slag about what he says, right?"‏

There was a pause before everyone nodded. "Nope..." said Tarantulas‏.

"And how are we supposed to upgrade Waspinator? We don't have tools for this," said Ravage.

"I think I have what we need," said Tarantulas.‏

"Like what?" said Ravage suspiciously.

"Follow me, gentlemen," said Tarantulas before changing his spider mode, extending his wheels, and driving off.‏

"You're probably going to die," said Ravage to Starscream before pausing, suddenly grinning grabbing him and pulling him along. "Cannot keep the doctor waiting," he sneered.

"Oh sure, leave the new guy out of everything," grumbled Iguanus as he followed after them.‏

Starscream’s smug thoughts went up until they arrived in Taratulas's lab...and his smile vanished at warp speed as he saw some of the equipment. "Szztill think thizzz izz good idea?" said Waspinator nervously in his head.

"Hey, it's your body that'll be feeling the pain," said Starscream.‏ All Starscream heard was some smug sniggering. "Erm...can you shut down the pain receptors?" he asked nervously.

"Transmetalization will be reworking every nuance of Waspinator's body, so shutting them down will be pointless," said Tarantulas.

"Transmetalization? But Primal Prime still has Transmetal driver," said Ravage.

"There's more than one way to cause Transmetalization, like a quantum surge," said Tarantulas.

"Like that could be bottled up and stored," scoffed Ravage.

"No, but it can be replicated," said Tarantulas.‏

Starscream gulped. "So...when do we start?" he asked before almost running for it when Tarantulas turned, holding some of the nastiest looking devices he’d ever seen.
‎
Ravage calmly grabbed Waspinator's abdomen as Starscream ran by. "Don't be so nervous, this is science," said Tarantulas before letting out his trademark maniacal cackle.‏

"I should have stayed in limbo," whimpered Starscream.

Meanwhile, a few minutes’ walk from the Maximal base, the Mutants were having...well, one of those days. Pinkie might be a kind and cheerful personality who excelled at making people smile, she sadly sucked at detecting when she was driving people bananas.‏

"There are days I wish we left her to Rampage," grumbled Poison Bite, "She's not even one of us. She's still a Fuzor."

"Oh like you don't miss being a Fuzor, even if you were practically a copy of Quickstrike," said Icebird.

"Says the bot who used to resemble Silverbolt," retorted Poison Bite.‏

"Aw...turn those frowns upside down, everypony," said Pinkie, suddenly between the two, causing them to jump.‏

"We are not ponies!" snapped Dinobite, "None of us are even close to horses. The only one who's vaguely like you is Leatherhide!"

"Comparison: unfavorable," said Leatherhide in an annoyed tone.‏

"Doesn't mean you can't smile-yeyeyeyeyeye!" said Pinkie, the last part as Dinobite shook her, yelling "DON’T YOU EVER SHUT UP?!"‏

"Enough Dinobite," said Icebird, "She may still be a Fuzor, but she's still a part of our group."

"Like how a wart's still a part of you until it's removed," grumbled Dinobite as he dropped Pinkie.

"We're getting too far out of our territory," said Poison Bite, "We ought to be heading back."‏

Pinkie, whose optics were spinning, said, "But we're almost there."‏

"How would you even know?" asked Poison Bite.‏

Pinkie smiled happily, "Because I can see it from here."

‎The others looked to see the huge metal doors. "The Maximal base? That's where we were headed for?" asked Dinobite.‏

"My friend’s in there," said Pinkie in a creepily distant voice, her eyes going red, “You're not going to stop me finding her, are you?"

The Mutants quickly drew back from her. They remembered when she was Sparkbreaker under Rampage's influence and her Fuzor form was considerably more dangerous. "Of course not," said Icebird, "It's just that the Maximals might not be welcoming to our kind."‏

Pinkie was immediately back to normal. “Oh, all you gotta do is try to say hi,” she said, hopping out, Dinobite saying “Is it wrong that I’m rooting for the defense guns?"‏

"Defense gun: unresponsive," observed Leatherhide.‏

On cue, several blasts shot out...just as Pinkie hopped to the side. She didn’t even notice the miss...or the second one. "It’s not fair. The one day nobody calibrated the targeting optics at that base," moaned Dinobite‏.

"Dinobite, she's not our enemy," said Icebird sternly.‏

"No...but she's a pain in my servos," snapped Dinobite before the guns fell silent.

"Come on, silly fillies. It’s perfectly fine," called Pinkie, Dinobite getting a deadpan look before gently hitting his head with a rock‏.

"Guys, I rang the doorbell, come on in!" called Pinkie.

"Doorbell? The Maximals have a doorbell?" asked Poison Bite.

"Doorbell: unlikely. Defense controls: probable," said Leatherhide.

"But why would she think the doorbell would be inside...never mind. I'd rather not try and get inside that ponygator's head," said Poison Bite.

"Oh, you certainly don't want that," said Icebird.‏

"Agreed. Let’s just get her friend...and then dump them both somewhere if her friend turns out to be as crazy," said Dinobite icily.

"No, the universe cannot possibly contain more than one individual like Pinkie," said Icebird, he and the other Mutants shuddering at the mere thought of it.‏

The trio reached Pinkie who said cheerfully, “Oh...and I found some Maximals too."

Dinobite facepawed as several of the Maximal crew aimed round the corner. "I told you we should have left her," he moaned‏

"Alright, change to robot mode and show us your insignias," said Ramulus.

"We don't have robot modes or insignias," said Icebird, changing from bear mode to owl mode to illustrate his point.‏

"Is Dashie here?" asked Pinkie, before the blaster in her face even penetrated her obliviousness to danger. "Only asking," she said quickly‏.

‎"Who and what are you?" asked Tigatron.

"Another horse bot...of a sort," said Airazor, noting Pinkie's alligator-based jaw, underbelly, front legs, and tail.‏

Pinkie smiled happily in the hope this would improve things...sadly when you have alligator fangs for your lower jaw, this doesn’t work so well.
"Hey, I know that voice, move over!" called a familiar voice before Rainbow Dash in her pony mode walked out.

"Pinkie Pie?" asked Dash, rather surprised her friend's larger hybrid form.‏

The Maximals looked at each other before one of them said gruffly, “You know this one?"

"Of course we know each other," said Pinkie happily, "We're BFFs! Dashie, I'm so happy to see you. I ended up lost in a swamp and I got attacked by a giant wasp and a killer crab but then I made a bunch of new friends." She indicated the Mutants who were giving Dash an odd look.‏

The wolverine one said, "Please tell me you're sane."‏

"How long have you hanged out with Pinkie?" asked Dash.

"Too long," grumbled the scorpion.

"Don't worry, she's the only one of us who's so..." Dash fumbled for the right inoffensive word.‏

"Insane?" said the wolverine bluntly.

"I was gonna say something like 'springy', but I guess that's one way to say it," said Dash.‏

Pinkie immediately hugged Dash. "You're ok. The big meanies didn’t get you." as the Maximals glared at the also glaring Mutants.

"I suppose...we should thank you for bringing our companion’s friend here," said Tigatron finally.

‎"We're happy to get rid of her," said the wolverine only for the owl to smack him.

"I suppose Pinkie will want to stay with her friend," said the owl.

"Hey, you guys can all stay," said Pinkie, "There's plenty of room."

"Sure, what's one speck of land on a primitive mudball matter when we're all stranded here anyways?" asked Ramulus grumpily.

"What do you mean 'stranded'?" asked the scorpion.

"I mean that Optimus and his crew left us all here to rust while they went back to Cybertron," said Ramulus.‏

"They took the shuttle from the Ark. There was no room for us all," said Tigatron, glaring slightly at Ramulus‏.

"And now we're all stuck babysitting history because that stupid spider didn't bite the dust when he was supposed to," grumbled Ramulus.‏

"What spider?" asked Dash and Pinkie in unison.‏

"Tarantulas, the spawn of Unicron that stole the Matrix of Leadership," said Tigatron darkly.

"I don't think he's literally Unicron's spawn," said Airazor.‏

"Oh, oh, oh...is he really tiny?" said Pinkie before Dash plugged her mouth.

"Ok...so there's just one of him. Why not go kick his flank?"‏

"Because he has other Predacons plus the power of the Vok," said Tigatron.

"Yeah, not like we have a super strong warrior on our team. Oh, wait, I forgot Primal Prime is supposed to be that. It's pretty easy to forget considering how Tarantulas swiped the Matrix from him," said Ramulus.‏ There was some universal glares at that. "Ok, too far, let’s just tell him that the Mutants are staying overnight," Ramulus snapped.

Unknown to the Maximals and Mutants, someone else was watching this meeting, a very large biomechanical toad that was hiding nearby. "Hmm...I better tell the boss about this," said the toad before he started hopping off.

Tarantulas looked at the toad. "Spittor, let me get this straight: you sighted two new protoforms...and the Mutants and Maximals all together?" he said.

"Yeah, they're all at the Maximal base," said Spittor, "The Mutants will probably be moving in with them now. Maybe. I'm not sure they're happy to be there."‏

Starscream’s voice said, "Oh, how nice, wouldn’t it be sad if they fell out."‏

The two Predacons turned to look at Starscream who was wearing Waspinator's newly-Transmetalized body. In several ways, his body was the same as before, save that his coloration was now mainly black, red, and gold with blue wings. But there were some noticeable differences like where the beast mode legs were now placed and what appeared to be a nosecone extending down from the beast mode head's mandibles.‏

"What happened to the wasp? He sounds like that idiot, Starscream," said Spittor bluntly.

"I am Starscream, you witless toad!" snapped Starscream.‏

"Yeah, right," said Spittor smugly, "That idiot's deactivated. Everyone knows...that…" before seeing everyone else’s expressions, “Oh, you got to be joking."

"Starscream's spark is inhabiting Waspinator's body," explained Tarantulas, "His modification will be instrumental in clearing out the Maximal base."‏

"So, when does he plan to betray us?" said Spittor.‏

‎"Oh it'll be- Hey! Is it so hard to believe that I'm trying to be a team player?" asked Starscream.‏

There was a universal "Yes." from everyone present.‏

"We do not need him," said Ravage, "We can eliminate Maximals by ourselves."

"The Maximals, maybe, but the Mutants are another story," said Starscream, "You will need me or do you think you can cause them to fall apart from within?"‏

"I do not need to be inside them to make them fall apart," snapped Ravage‏.

"Once again, Ravage, you fail to see the usefulness of subterfuge," said Starscream, "Their morale is incredibly low and they do not have high faith in their so-called leader. All it takes is a few choice words and they'll be quitting their team."‏

"Ok...and how will you get close without being blown to pieces? As fun as that would be to witness...again," said Ravage smugly‏.

"Oh, I'm sure they can take pity on a wounded outcast Waspinator," said Starscream smugly.‏

"Good luck with that," said Iguanus.

"I don't need luck. I have experience," said Starscream before changing into Waspinator's new beast mode and flying off.

"I bet he gets shot down before he even has time to talk," said Iguanus.‏

"Bet you ten energon rations he doesn’t even say 'I' from 'I surrender'," said Spittor, Ravage finally saying “I’ll take that bet."

Primal Prime was a quite sizable robot, towering over all the others and had a very bold coloration of red, blue, and silver. Despite this, he acted quite courteous to the new guests. “I was unaware that your tribe has existed so far out in the wilderness. Still, I offer you what hospitality we have to offer,” said Primal.

“Your offer is appreciated, but we have long since learned to cope without the need of technology,” said Icebird a little coolly.

“It ain’t right for a bot to go so organic,” muttered Ramulus.

“Well, we didn’t have much of a say in the matter,” said Poison Bite.

“I still owe Megatron a good slashing for experimenting on us,” growled Dinobite.

“Megatron’s gone. Optimus’s team took him back to Cybertron,” said Ramulus.

“Yes, yes, we already heard about that,” said Icebird, “And the only Predacons left is Tarantulas’s group.”

“Hey, is Rampage still about?” asked Pinkie.

“Fortunately no,” said Tigatron, “He was destroyed during his final battle with Depth Charge.”

“Aw, that’s too bad,” said Pinkie.

“’Too bad’? Didn’t you forget that giant crab tried to kill us?” asked Dinobite incredulously.

“But I bet he didn’t always wanted to be a bad guy. I bet I could have talked him around to being a good friend if I had the chance,” said Pinkie happily.

The Maximals and Mutants gave Pinkie a very odd look before Ramulus asked Dinobite, “Is she always this weird?”

“Only when she’s awake,” said Dinobite dryly.

“So why is Pinkie look like she’s part alligator?” asked Dash.

“I’m not sure. I arrived here looking like you at first, but then I got some kinda upgrade,” said Pinkie.

“It might be a by-product of your consciousness transfer,” said Airazor, “I bet the CR chamber will reveal more.”

“This still doesn’t change much,” said Ramulus.

“It could change a lot,” said Primal Prime, “Now we outnumber the Predacons. We can finally take back the Matrix of Leadership-“

“And then what?” asked Ramulus, “We arrest Tarantulas and his ‘Cons and hand them over to the Council? Unless the Vok have built a space bridge into you, we’re still not going anywhere.”

“Will you just let it go already?” asked Airazor.

“Since there’s not really anything else to talk about-” started Ramulus before an alarm went off.

“We’ve got an incoming bogey,” said Tigatron before checking the computer, “And it’s airborne.”

“Wait, none of Tarantulas’s ‘Cons can fly, right?” asked Airazor.

“He must have unearthed another stasis pod,” said Tigatron.

“Predacon or not, we must investigate,” said Primal Prime before converting into a sort of jet-like aircraft. Airazor and Tigatron followed suit by switching into their transport modes.

“I can help too,” said Dash before activating her little jetpack.

“It think it would be safer if you wait here and figure out the limits of your new body,” said Prime, “Ramulus, start scanning while we’re gone and see what you can learn about our new friends.” With that, the three flyers took off.

“Oh sure, just because I’m the only one of them who can’t fly means I have to do the grunt work,” grumbled Ramulus, “Ok, let’s get this over with. You, Pinky, get in the CR chamber.”

“Actually, it’s Pinkie, easy mistake,” said Pinkie before hopping over.

“Ugh, that one’s gonna grind my circuits to bits,” said Ramulus.

“We have much in common,” said Dinobite.

The Maximal flyers flew straight towards where the aerial bogey was. Unsurprisingly, they were getting close to Predacon territory. “Be alert. We don’t know what this new Predacon could be capable of,” said Primal Prime.

“I’m wondering what sort of beast mode it will have,” said Tigatron.

“Whatever kind of bug or reptile it might be, it won’t stand a chance against me,” said Airazor, “Nobody can fly better than a bird.” There was an awkward pause as her male companion gave her somewhat annoyed looks. “Er, not that you two aren’t quite capable of flying yourselves.”

“I spy our quarry,” said Tigatron, “It’s heading towards us.”

“We better get ready,” said Primal Prime, he and Airazor changing to robot mode.

Tigatron remained in beast mode as his flight capabilities didn’t transfer to his robot mode. “That’s strange, it looks like a jet,” said Tigatron.
“It must be a new Transmetal,” said Airazor.

The bogey soon became more easily visible. From a distance, it really did look like a jet. But as it got closer, they could see that it more specifically resembled an F-15 Eagle, but the details on it were definitely not avian. “It can’t be,” said Tigatron in disbelief.

As the aircraft was about to come in contact with them, it suddenly shifted in shape. The wings detached from the sides and unfolded while the tailfins flipped forward to form another set of wings for a completely different type of flight. Legs unfolded from the underside while the nosecone flipped back under the mandibles. The flyer had slowed down as it approached until a large Transmetal wasp was hovering in front of them.

“No shooting pleazze. Wazzpinator comez in peace,” said the wasp in an incredibly familiar tone.

“Waspinator? What are you doing here?” asked Primal Prime.

“And why are you a Transmetal.”

“It wazz Spider-bot’s fault. He found Wazzpinator and experimented on him. He tried to change Wazzpinator into a mindless drone, but Wazzpinator got away with a new shiny chassis,” said Waspinator.

“So why did you come here?” asked Primal Prime.

“Wazzpinator doez not want to be alone, but the other Predaconz are not good company. Wazzpinator wantz to stay with the Maximalz, if Primal doez not mind,” said Waspinator.

“Why should we let him in our base?” asked Airazor.

“It could be a Predacon trick,” said Tigatron before thinking about what he said and adding, “Well, not a very great trick if they’ve sent Waspinator.”

“Have you come to defect?” asked Primal Prime.

“Wazzpinator not taking sidez. Wazzpinator is a neutral bot,” said Waspinator.

“You’re not going to bring him back just because of that,” said Airazor.

“Have you information about the Predacon base?” asked Primal.

“Yezz, Wazzpinator can give a lot of data about their base,” said Waspinator.

“Well, we’ll see if you have anything useful,” said Primal, “But any attempt to shoot us in the back and you’ll be swatted.”

“Wazzpinator promisez to be on hiz behavior,” said Waspinator, almost too serenely to be believed.

Tigatron and Airazor exchanged a single look, but they didn’t protest. The Maximals turned and started flying back to their base with the guest following after them.

The other Maximals weren’t very impressed with their new guest, but they were hardly intimidated by him. “Are we really hurting so badly for new guys that we’re willing to bring in this loser?” asked Ramulus.

“Wazzpinator not lozer,” said Waspinator, “Waspinator Transmetal now.”

“Like that’s supposed to be reassuring,” said Ramulus dismissively.

“Either way, Waspinator may have insight on how to storm Tarantulas’s base and he may be able to provide additional firepower so that we can finally defeat the Predacons,” said Primal Prime, “I need to recharge for a while. You all try and get your teamwork together. The final battle is not that far away.” With that, the Maximal leader walked off.

“So much for the ‘Wisdom of the Primes’,” said Ramulus.

“Why doez Goat-bot take orders from Ape-bot?” asked Waspinator.

“I ask myself that question quite a lot,” said Ramulus, “But I guess it’s cause he’s a Prime or something.”

“Can’t be good Prime if he lost Matrix,” said Waspinator.

“Well, he was pretty much born a couple of weeks ago,” said Ramulus, “Those Vok must have been really desperate to cobble him together. But at least we get to bash Predacons every other day.”

“Why bother bashing Predaconz? What are we fighting for now?” asked Waspinator.

“The Matrix and protecting the Ark,” said Tigatron, “It is our sworn duty to preserve history.”

“Iz it? When did Tiger-bot swear to protect anything? Why wazte time on ancient Earth?” asked Waspinator.

“Even if we did have a way off, we can’t just leave the Predacons running loose. They need to be brought back to Cybertron and tried before the High Council,” said Airazor.

“Maximal Council not big deal. Maximal Council would have sent rescue ship by now,” said Waspinator.

“I’m sure Optimus will send back a ship-” started Tigatron.

“Why Optimus send back ship? He thinkz Wazzpinator last bot on planet. He thinkz everybody else iz offline or scrap. Optimus iz no great bot.”
“Optimus was a great leader!” snapped Airazor, getting riled up by the bug’s words.

“If Optimus waz great leader, why did he never look for you?” asked Waspinator.

“Because Tigerhawk had fallen in battle,” said Tigatron.

“Not that. Tiger-bot and Bird-bot abducted by aliens but Maximalz never looked for you. Thought you were gone for good.”

“They…they couldn’t have done anything even if they knew what happened,” said Tigatron uncertainly.

“They could have at least tried,” said Waspinator, “Wazzpinator thinks he’ll look around new base.” With that, he walked off.
“We can’t just leave him by himself,” said Airazor.

“Why not? The bug makes a few good points,” said Ramulus, “Why should we be risking our Sparks for bots who abandon us? We ought to be figuring a way off this rock instead of wasting time on the spider.”

“You can’t seriously be suggesting we turn our backs on the Matrix and the Ark,” said Tigatron, “Tarantulas won’t rest until the Ark is destroyed and that will take all of us with it.”

“Perhaps if our ‘great ape’ was half the leader he was supposed to be, Tarantulas would have been squashed by now,” said Ramulus.

“That’s treason you’re talking about,” growled Tigatron.

“No, it’s reason, you two just don’t want to listen to it,” said Ramulus before the three Maximals start arguing.

The Mutants were preferring to stay outside of the base. They’ve spent so long in the wilds that being around technology was…discomforting for them.

“Ok, now that we’ve found Pinkie’s friend for her, can we go?” asked Dinobite.

“Doesn’t Tarantulas possessing the Matrix of Leadership not concern you?” asked Icebird.

“Who cares? That’s the problem for Maximals,” said Poison Bite.

“In case you’ve forgotten, we were originally made from Maximal protoforms,” said Icebird, “What affects their history affects ours.”

“I say that the Maximals can handle it on their own,” said Dinobite.

“Wazzpinator agreez,” said a familiar voice before Waspinator flew down to them.

“Oh great, him again,” said Poison Bite.

“Anomaly: noted. Waspinator’s appearance: altered,” said Leatherhide.

“Spider-bot upgraded Wazzpinator. Wazzpinator thinkz thiz iz good look,” said Waspinator.

“Goody for you,” said Poison Bite dryly, “Bet that wasn’t fully voluntary.”

“No more voluntary than Megatron ‘upgrading’ you,” said Waspinator.

This immediately made the Mutants growl and Icebird said in a cold tone, “If you have a point to make, make it quick.”

“Wazzpinator knowz you’ve had it bad. Megatron experiment on you, takes robot modes, and where were Maximalz during all that?”

There was a pause before Icebird said, “Fighting their Beast Wars.”

“Yezz, but did they ever try to find you during that? Did they even try to look after that? Maximalz never cared to look for more stasis pods, not after Bird-bot was found. They only cared about Crab-bot’s pod becauze he waz big trouble. Predaconz only ones who looked for pods, Maximalz let them take them. Maximalz left you to Megatron’s mercy and never looked for you afterwards. So why help them out? Mutants should only care about Mutants,” said Waspinator.

There was a long pause before Dinobite said, “I’d never thought I’d say this, but that bug has the right idea. We don’t need those Maximals. We don’t need to help them out. This is their problem, let them take care of it.”

“Aren’t you forgetting that Tarantulas threatens our very existence by holding the Matrix?” asked Icebird.

“Maybe non-existence is better than this,” said Poison Bite, “Maybe we might get lucky and the new timeline will have us existing as proper robots instead of freaks abandoned in the wilderness.”

“Scenario: unlikely. Cessation of existence: most probable. Cooperation: advisable,” said Leatherhide.

“We don’t need those stinkin’ Maximals for anything!” snapped Dinobite, “What have they ever done for us? If their big leader is clumsy enough to lose his precious Matrix, it’s his fault, not ours!”

“You are refusing to look at the big picture!” snapped Icebird, “If the Matrix is not returned, the entire Cybertronian race could be wiped out!”

“Slag the Cybertronian race and slag you!” screamed Dinobite before lunging at him. The other two Mutants quickly moved in to separate the two. None of them noticed that Waspinator had flown off, looking particularly pleased with himself.

Meanwhile, Primal Prime was trying to use Teletraan-1 to devise a feasible battle strategy to take down Tarantulas and his Predacons. The possible results he was getting was less than assuring. Primal Prime before locking at the stasis-locked form of Optimus Prime. “How did you do it?” he asked, “Was fighting the Decepticons on Cybertron easier than this?”

“Watcha doing?” Primal Prime looked down to see Rainbow Dash.

“I’ve been trying to think of a strategy to defeat the Predacons. I’m not having any luck so far,” said Prime.

“Maybe I could help,” said Dash, “I know a bit about strategy and stuff.”

“This might be a complicated for a species that has never known war before, not the kind of war we Cybertronians have waged,” said Prime.

“You look like you could use any help you can get anyways,” said Dash.

Prime sighed and said, “To be honest with you, Dash, I’m not sure I’m fit to be leading this team. Everything I know is literally secondhand. The Vok gave me the knowledge of past Autobot and Maximal leaders, but I don’t have the wisdom to use that, not without the Matrix. And the power boost the Vok has granted me to replace the Matrix doesn’t seem to be effective.”

“There’s no shame in asking for help,” said Dash.

“But my troops, I can tell they’re losing faith,” said Prime, “They’re doubting my abilities as a leader and don’t believe in our cause very strongly, and I can’t blame them. Maybe the Vok were wrong to create me if I can lead my team out of a dilemma like this.”

“Listen, there’s always gonna be somebody doubting what you can do, but if you’re going to make them believe in you, you have to believe in yourself first,” said Dash, “And you need to be more than a leader for these guys, you need to be their friend. I think that will get you more loyalty than just being their commander.”

Primal Prime gave Rainbow Dash a thoughtful look and said, “You are far wiser than you let on.”

“Well, I’m not as smart as Twilight but…” Dash trailed off when she noticed something. “Why is that bot glowing?” she asked, pointing at one of the prone Cybertronians.

Primal Prime looked where she was pointing and noticed that there was a light coming out from one of the Cybertronians lying on his front, a red, grey, and blue bot with wings on his shoulders and thrusters on his heels. “It can’t be,” said Primal Prime before walking over and lifting up the bot just enough to look at his face. “Starscream,” he said, noticing the cockpit on the bot’s chest was glowing.

“Who?” asked Rainbow Dash.

“One of the first Decepticons, the original Megatron’s second-in-command,” said Primal Prime as he put the Seeker down, “He was a capable fighter, but best known for being a compulsive traitor, always seeking to usurp Megatron when the smallest opportunity presented itself.”

“So why would he be glowing?” asked Dash.

“I’m not sure,” said Prime, “I’m presuming that’s his spark and it’s reacting to something. Starscream has a very aberrational Spark, inextinguishable and capable of surviving and moving without a body. Of course, without a body, Starscream would be a mere ghost and unable to interact with the world unless he possessed someone.”

“So what’s it reacting to?” asked Dash.

“I don’t know,” said Prime, “Perhaps Teletraan-1 could-”

Just then, Pinkie ran in and yelled, “There’s big trouble out there!”

“Are the Predacons attacking?” asked Prime.

“Worse, everybody’s fighting,” said Pinkie, “The Mutants are trying to tear each other up and the other guys are just about ready to shoot each other.”

“Ok, I know they were on edge, but why are they acting up now?” asked Dash.

“Because Waspinator was going around and talking to them. He didn’t notice me because I was gator-stealthy,” said Pinkie.

“Waspinator? Incite them to attack each other?” asked Prime dubiously, “He barely has the processing power to follow one of Megatron’s most basic commands, let alone manipulate everyone to…” Prime trailed off before looking back at Starscream. “Of course, how could I have not seen this coming?”

“Seen what?” asked Dash.

“Starscream has been to this planet before and not just in the Ark,” said Prime, “His spark somehow managed to find its way back through time and possessed one of the Predacons, Waspinator to be exact.”

“You think he’s possessing him again?” asked Dash.

“It would make perfect sense,” said Prime, “His Transmetal transport mode is near identical to his future jet mode, his enhanced diction and charisma, his playing the others’ frustrations against each other. This is just the kind of scheme that he and Tarantulas would have produced to weaken our team.”

“Then what are we waiting for? We gotta stop them before they get really hurt,” said Pinkie.

When Primal Prime and the ponies got outside, the scene was, well, not pretty. Ramulus and Tigatron had gone from arguing to fighting with each other in beast, Airazor trying to break the two of them up. The Mutants were in a free-for-all, snapping and clawing at each other their more terrestrial forms. “Everyone, stand down!” ordered Primal Prime.

Ramulus looked over and said a voice dripping with sarcasm, “Well, well, if it isn’t our glorious leader. I suppose you have some ancient and useful wisdom for us.”

“Ramulus, fighting among each other is not going to help us. It just makes us easier prey for the Predacons,” said Prime.

“Who slagging cares about the Predacons?!” snapped Ramulus, “Nobody cares about us! Why should we care about what some spider will do with that dumb bauble? Let it fossilize with him and let’s find a way off this stupid planet already!”

“Deserting our mission is not an option,” said Prime, “We have to stay and set things right?”

“Why should we listen to some Vok-constructed puppet?” snapped Ramulus, “You’re not a real Prime, you’re just a cobbled-together copy of someone who just resembled a Prime.”

Primal Prime glared and said, “Ramulus, stand down. That’s an order.”

“And who are you to give orders?” snapped Dinobite, “You don’t command anyone here, certainly not us Mutants. We’re not about to capitulate just because you made a blunder and are over your heads.”

“The Matrix has to be restored,” said Icebird.

“And since when do you lead?” snapped Poison Bite, “When did we make you leader? You’re no better than King Louie over there.”

“I ought to have all your treasonous hides for that insult,” snarled Tigatron.

“Tigatron, calm down,” said Airazor.

“I’ve dealt with their bad attitudes long enough. We don’t need them to retrieve the Matrix,” growled Tigatron.

“And we don’t need you to get off this planet,” said Ramulus, getting ready to charge at Tigatron.

“STOOOOOOOP!!!” yelled Rainbow Dash, loudly enough to get everyone to pay attention to her, “Ok, listen, I know you guys have had it rough here, being trapped in a thankless mission.”

“You barely know the half of it,” said Ramulus, “In fact, you barely know anything about us.”

Rainbow Dash sighed and said, “I might not be a Maximal or whatever, but I do enough about something. You have to keep your faith with your cause or no one’s going to. If you gave up about getting the Matrix, who will be saving it? Everyone here knows it has to be taken back, even if they don’t want to be the one to do it. You all wanna go home, I do too. But this mission is more important than that because if no one does it, there will be no home to go to.”

There was a long pause before Dinobite said, “Waspinator was right about one thing, though. It’s not our fight.”

“It is your fight, because you are one of us,” said Primal Prime, “You might not want to live among Cybertronians, but Cybertron is still where you come from. We all suffer if the Matrix is not recovered. Besides, Waspinator only told you that so we’d be fractured from within.”

“Come to think of it, the bug was a bit too observant about our problems,” said Ramulus, “I thought he was just a buzzing nincompoop.”

“That’s because Waspinator isn’t truly Waspinator. His shell has been hijacked by-” A rifle shot cut off Primal Prime and soon became obvious where the shot was aimed at. A large stinger was lodged in Prime’s left pectoral and a nasty green liquid was leaking from the crack it made in his armor plating. Primal Prime stared at it in shock for a moment before his optics dimmed and he fell backwards.

Everyone looked up to see Waspinator standing on top of a nearby ledge, loading another stinger into his gun. “You’re smarter than I had expected you to be,” said Waspinator, speaking with a completely different voice that was shrill and sounded metallic.

“I know that voice,” said Tigatron, “That’s Starscream. How could I have not noticed?”

“You were easily distracted by your bickering, but not distracted enough,” said Starscream.

“You’re going to pay for offlining Primal!” snapped Airazor.

“Oh, he’s not offline yet,” said Starscream, “That stinger was loaded with enough cyber-venom to snuff out any of you. But with a big bot like him, it’ll just be a slow, painful death. And if you want the anti-venom, you’re going to follow my demands to the letter.”

“I say we should just scrap him right now,” said Dinobite.

“Oh, yes, do so. That will put your big friend on the road to recovery,” said Starscream sarcastically.

“Do you really expect us to submit to your command so easily?” asked Icebird.

“No, I can’t rely on any of you not stabbing me in the back once you have the anti-venom. Which is why you’re going to be sending your least treacherous bot to negotiate with me,” said Starscream.

“Me?” asked Pinkie Pie.

“Slag no. I mean Rainbow Dash. She will meet me at the highest peak in Grid Vespis alone in exactly one mega-cycle or else your boss monkey will perish by sundown,” said Starscream before changing into his jet mode and flying off.

Airazor immediately went over to Primal’s side and looked at his wound. “It’s bad,” she said, “That venom is already spreading through his fuel system.”

“I say we storm that spider’s base and take the antidote from him,” said Ramulus.

“Suddenly you want to help our leader?” asked Tigatron.

“I didn’t want him dead. I would have dented him up, but not kill him,” said Ramulus.

“Well, even if we could attack Tarantulas’s base, we might not be able to get the antidote there,” said Tigatron, “If he and Starscream are working together, then he would have given him the only sample. Tarantulas would expect us to attack his base for the cure. We have no choice but to follow Starscream’s demands.”

“You do realize this is Starscream we’re talking about, right?” pointed out Poison Bite, “As in the most infamous backstabber in Cybertronian history?” The Maximals gave Poison Bite an odd look. “What? Just because we live out in the wild doesn’t mean we don’t know about the really important parts of Cybertronian lore.”

“Is Starscream really that sneaky?” asked Rainbow Dash.

“I’m not sure if ‘sneaky’ is Starscream’s usual M.O.,” said Airazor, “Apparently he jumped on every possible opportunity to seize control of the Decepticons. He even tried taking commands when Megatron lost his voice once. But he is known to a devious schemer and not afraid to play dirty.”

“Anything else I should know?” asked Dash.

“He might be a snake in the grass, but he’s an ace in the air,” said Airazor, “I don’t know how well he can fly with Waspinator’s body. But since it’s Transmetal now and has a jet mode like his, I’d expect him to be a master at flight.”

“Well, so am I,” said Dash, “I’ll get that antidote from him. I’m not letting any of you down.” With that, Dash took off.

“Wait, you need to know where Grid Vespis is,” said Tigatron.

Dash landed again and said, “Oh, right. Which way do I go?”

Grid Vespis was a mountainous region with tall rock formations and mountainsides that were honeycombed with tunnels. Starscream hovered around the tallest peak there as he waited. He wasn’t afraid of that pathetic little pony-bot. She may have thrown a monkey wrench into the plan about her sickeningly-sappy little speech about loyalty to the cause, but Starscream could blast her out of the sky with one blow.
In the meantime, he had someone he needed to talk to. Activating his comlink, Starscream said, “Tarantulas, we’re going to have to with Plan B.”

“I had a feeling those Maximals were too closely knit to be driven apart so easily,” said Tarantulas.

“Oh, I had those fools at each other’s throats. They were a powder keg just waiting to go off. But that stupid blue pony defused them with some stupid garbage about faith and loyalty,” said Starscream.

“Speaking of loyalty, how can I be certain you just won’t seize control of the Maximals and try to destroy me once Primal is dead?” asked Tarantulas.

“And stay stuck on this mudball watching those apes try to invent the wheel? I want off of this planet too. Though I’d prefer to not be wiped out with the others once you have the Ark,” said Starscream.

“Whatever could you mean by that?” asked Tarantulas coyly.

“I’ve been able to pick through bug boy’s brain. You tried to destroy the whole Ark with all bots onboard and there’s only one possible reason for that. You’re not descended from any of the Autobots or Decepticons that were aboard the Ark or any of the Transformers that were built by them, so you would have been spared from the time-storm and be able to take Cybertron for yourself!”

“You’re sharper than the history records lead you to believe,” said Tarantulas, “But I must confess it wasn’t all my brilliance. The Tripredacus Council also share my lineage.”

“So, who were your ancestors anyways? Shockwave’s experiments? Those skittering Insecticons? The Cybertronian Empire?” asked Starscream.
“I don’t see why I should tell you, since you’re about to go against my plan,” said Tarantulas.

“Go against it? No, I just want a piece of the energon pie,” said Starscream, “You can destroy Megatron, his followers, and all the Autobots. But leave my past self alone, and maybe some of my fellow Seekers. Once the Ark is reactivated in 1984, I shall seize command and conquer Earth. The Cybertron I will be returning to shall be ruled by your kind and with our combined resources, we conquer the universe!”

“Your vision is as grandiose as they say it is. Yes, this alliance will work well to our mutual advantage. Very well, your past self shall be spared from the others’ fate as well as the hand-picked followers you want. With the Matrix in my possession and Maximal and Predacon races wiped out, nothing will stop us from universal conquest!” said Tarantulas. He and Starscream shared in some maniacal laughing as their kind are wont to.

“So, what are you going to do with the flying horse?” asked Tarantulas.

“Oh, we’ll see just how truly loyal she is. But if all else fail, a shot through the spark chamber will deal with her,” said Starscream.

“Just so long as Primal Prime never gets the anti-venom,” said Tarantulas.

“Which makes me wonder why you made an anti-venom in the first place,” said Starscream.

“For tantalizing purposes,” said Tarantulas, “Seeing the vial get smashed will shatter any hope the Maximals will have left.”

“You are devious. This will be the beginning of a beautiful partnership,” said Starscream.

“It will be indeed,” said Tarantulas before signing off. Quite naturally, Starscream didn’t believe for a nanoklik Tarantulas’s promise to spare him. It didn’t matter, Starscream was going to destroy that arachnid anyways. It was a question of which was better prepared for the betrayal. Starscream obviously thought himself the better.

Eventually, Starscream heard the sound of thrusters and spotted Rainbow Dash flying towards him. “Ah, now the fun begins,” he said to himself.

Dash flew forward until she reached a flat part of the mountain peak to land on. She reverted back to pony mode as soon as she landed. “You couldn’t have picked someplace closer?” she complained.

“Wouldn’t have want anyone uninvited to butt in,” said Starscream.

“Alright, let’s talk about you giving me the antidote,” said Dash, “If you even have it.”

“Oh, you mean this antidote?” asked Starscream, holding up the vial Tarantulas had given him. Dash moved forward before Starscream said, “Ah, ah, ah. One more step and I’ll smash it.”

Dash sat down and asked, “So, what is it you want to negotiate for? And why ask for me to haggle with?”

“The simple fact that you’re not a Transformer. I’ve seen plenty of odd beast modes, but yours is completely out of place from everything here. Not to mention you showing up in an alien pod and having an energy signature unlike any other Transformer,” said Starscream.

“If you’re wanting to know how I ended up like this, you’re out of luck. I don’t remember anything about how it happened and I don’t think I’d be able to explain it anyways.”

“Of course not. You’re clearly not a scientist. But more importantly, you’re not Cybertronian. You don’t even know what Cybertron is. Which brings up the question, why are you helping them out?”

“Uh, because it’s the right thing to do,” said Rainbow Dash as if it were extremely obvious.

“Oh, get off your high horse. Pardon the expression. What do you owe those bots? You’ve only just met them and you’re already putting yourself in danger for their sake? What do you owe them?”

“They helped me out when I came here. They’re decent bots, even they have been trouble getting along.”

“But what are you gaining out of this? You think stopping me or curing your big bot will get you any closer to being home where you’re need more?” asked Starscream. Rainbow Dash winced at that, Starscream had a point there. “I doubt your Maximal buddies know how to get you back home. But Tarantulas probably could. All you have to do is call off this whole ‘save Primal’ thing and you can get a ticket home for you and your pink friend. Isn’t helping your old friends more important than helping your new ones?”

Rainbow Dash hesitated at this. The Maximals have made it pretty obvious that they didn’t have a way off this planet. Even getting the Matrix back might not be able to help. There was no telling what was happening back in Equestria while she was here. And if it were just Dash, the answer might be clearer, but Pinkie Pie was also stranded here. Shouldn’t Dash be more concerned about Pinkie’s well-being than their new friends?

But the thought of betraying anyone, no matter how recently they met, put a bitter taste in Rainbow Dash’s mouth and she knew her answer. “Forget it,” she said, “I’ll never go against the other bots. If I do that, I’d be doing worse than betraying that, I’d be betraying myself. And nothing is worth betraying your friends over.”

Just then, her cutie marks flared with a bright red light. Starscream stepped back and shielded his eyes as Dash became enveloped with the light. The light illuminated all of the mountainside before it flared up. When it faded, Rainbow Dash now resembled her normal self in the fact that she had wings again. However, there were very noticeable differences with her form, including the fact that she was as tall as a horse. Her body was now heavily augmented with cyborg implants, particularly her right hind leg, her right wing, and the left side of her face. Smaller implants were prevalent across most of her body and her hair looked more like it was made of wires than actual hair.

“How is this possible?” demanded Starscream.

“Beats me, but I think I’m ready to kick flank now. Rainbow Dash, maximize!” Her transformation from pony mode to robot mode actually wasn’t very different from her earlier form’s, excepting that her upper body rotated and shifted around so her left foreleg was her right arm and vice versa. Asides from that, she mostly resembled a cyborg version of her former robot mode, though her head was less generic with its independent ears and the cooler colors of her mane of her main sticking up from her head like a Mohawk.

“Do you really think you can defeat me? You don’t even have any weapons,” said Starscream.

“Don’t I?” asked Rainbow Dash before reaching behind her and decoupling a portion of her spine. She drew out a rifle that had her pony tail on the butt of it. She honestly wasn’t familiar with firearms or even fingers, but she was certain she’ll learn quickly.

“Fine, I was planning on scrapping you anyways. All you’ve done is made it a more interesting challenge,” said Starscream before taking to the air. Dash flapped her rebuilt wings and flew straight up.

Starscream waited until he had a high enough altitude before stopping and turning as he opened fire on Dash.

However, Dash’s form, combined with her old agility allowed her to dodge most of the shots. Dash aimed her own rifle at Starscream, but she had a little trouble figuring out the trigger. "Your kind isn't used to real war, is it?" taunted Starscream.

"I’ll get it!" snapped Rainbow before firing a hail of shots, the recoil forcing her aim wide.

Starscream laughed loudly and said, "And I was expecting a bigger fight."

"Uh oh," said Dash, before turning and flying for cover as Starscream opened fire. Even the way she flew now was so different. It didn't require a lot of flapping as there were thrusters placed right behind her wings. And Dash wasn't certain how to balance the two out yet.

Such a problem was almost proven as one of her boosters overcompensated, sending her into a tailspin for a second, luckily meaning some of Starscream’s shots missed. Fortunately, Rainbow Dash was able to turn into one of the caves that honeycombed the mountain. She had to go pretty deep inside before she could figure out how to stop though.

"Ok...ok...I need to really get the hang of this," she said to herself before yelping as a blast nearly took her head off.

"Rainbow Daaash..." called Starscream’s voice in a cruel mockery of Pinkie’s favorite call.

"Ok, Rainbow, focus. You know how to fly with wings, you know how to fly with thrusters. This is just a matter of putting the two together," she said to herself.

"Not so mouthy now, eh?" called Starscream’s voice, now closer.

Rainbow Dash looked at her rifle, trying to remember how the bots she's seen fired their guns. That admittedly wasn't very often, but this was going to be a trial by fire anyways. "Ok...let’s try this," she muttered, holding the gun as she’d seen the others do, causing a small light to appear on the handle and a targeting HUD to appear in her vision. "Ok, let's see if that bug guy knows how to dodge this," she said to herself.
Starscream flew into view at that, before pausing as he saw Dash aiming...before her gun gave a clack, a message in her vision claiming the safety was on. "Er, can you give me a sec?" asked Dash.

"Of course, take all the time you want," said Starscream insincerely.

She turned to slap her gun before a blast hit her in the chest, sending her flying back. “Oops," sneered Starscream, readying another shot.

"No fair!" called Dash as she was getting back.

"I'm a Decepticon. Do you honestly expect me to fight fair?" asked Starscream mockingly.

"If that's you want to fight..." said Dash before shifting back to pony mode and kicked the walls with her hind legs.

"Oh, what’s that going to-OW!" said Starscream with a laugh...until a piece of ceiling landed on his head. The stalactites in the cave started shaking dangerously before they started to drop down. "You fool, you'll slag us both!" snapped Starscream.

"Nah, I can get out of here in plenty of time," said Dash before rocketing past Starscream.

"Hey!” snapped Starscream, shifting to beast form and trying to follow, the stalactites narrowly missing them both.

Eventually, they made back outside, thought with plenty of scratches from the falling debris. "Ok, enough playing around," said Starscream before changing into his transport mode. He jetted after Rainbow Dash, the antenna on his insect head shooting laser bursts at her.

Dash yelped at that and began to fly as fast as she could again, avoiding as much of the blasts as she could. "Ok, Dash, you can't keep dodging him forever. You're gonna have to fight back." Then she noticed a cloudbank up ahead and said, "Perfect."

Starscream watched as she flew into the cloudbank before he fired a hail of blasts into it till his weapons went to recharge mode. "Hah, let’s see if there's anything left," he muttered, flying in after her. Visibility was hard within the cloud, even with his sensors active. "Where are you?" he muttered.

After a minute or two, his sensors began to warn that he was in a thundercloud. "What? Who could have...” he began before seeing Rainbow Dash hovering next to the cloud with a smug look. "Aha, I've got you!" cried Starscream.

"Wrong, I got you," said Dash before she started kicking the cloud. Starscream had a split second to wonder before the cloud began to shock him repeatedly "Bet you didn't know that we Pegasi can control the weather back where I come from," said Dash.

Starscream glared, shaking his head to try and get his processors working properly again while saying, "I'll be sure to remember that when I destroy EVERY SINGLE ONE OF YOU!"

Dash zipped forward and said, "Tag, you're it," while bonking Starscream on his insect head before flying off.

Starscream turned to robot mode and said, "Time to use my secret weapon. He pointed one of his insect mode legs at Dash and said, "Just stay still..." before a purple bolt fired out. The purple blast shot out and caught dash on the back of her leg, the purple glow immediately surrounding her and causing her to scream out in pain as it went to work doing what null beams were designed for...scrambling electronic systems.

Her thrusters shut down and Dash barely had enough strength to make to a cliff. She unintentionally shifted to robot mode as she did so, though that didn't make her feel any better. She looked up weakly, her vision half filled with static, seeing Starscream slowly lowering down, his blaster aimed. "You thought you could beat the air commander of the Decepticons? I’ve destroyed hundreds of Autobots stronger then you."

"I'm...not just an Autobot...whatever that is..." said Dash weakly.

"Please. You're barely any stronger than an organic pony. You never stood a chance against a superior foe like me," said Starscream.

"Oh yeah? There's one thing you don’t know," said Rainbow Dash weakly, her eyes starting to glow.

"Oh, is it some silly thing about friendship being more powerful than anything?" asked Starscream dryly.

"Nope...it’s that your antennas look like really good lightning rods," said Dash, a bolt of lightning shooting down and earthing in Starscream’s head.

"What was that?!" yelped Starscream.

"I just figured something out," said Rainbow Dash, "I didn't just get an upgrade for my flying. I got an upgrade for my weather powers." Her fists glowed blue as clouds formed over Starscream's head.

With that, several more bolts hit Starscream causing him to shake with every one before being knocked over before a final one hit Rainbow Dash, her power cells rebooting to full. "Ok, let's see if I can figure this out now," said Dash as she aimed her rifle at Starscream, surplus electricity being channeled into it.

"Uh oh," said Starscream, his own sensors telling him that the bolt had fried his null ray before he was forced to dodge a hail of lightning bolt-augmented bullets.

"Not so bad for an organic pony, eh?" asked Rainbow Dash smugly.

"I must admit, you have power that I had not anticipated. Your upgrade has made you a formidable foe," said Starscream before grinning nastily, "So I think you'll make a better host." Suddenly, a ball of blue energy shot out of Waspinator's body and went straight into Rainbow Dash's chest.

Rainbow Dash immediately began to shake as Starscream’s spark tried to take over her mind, Waspinator coughing out a smoke ring before falling backwards.

"You may as well submit. I've been able to possess the mighty Trypticon, you don't stand a chance," said Starscream's spark.

"I'm...not letting you...use my body..." grunted Rainbow Dash as she fought the immortal Spark's influence, her chest started to glow red.
"You will fall under my control, pony. I will win," said Starscream. "No...you...WON'T!" yelled Dash before a beam of red light shot out of her chest, carrying Starscream's spark straight up into space.

Waspinator got up unsteadily at that. "Wazzpinator want to know why hizz head hurt," he buzzed dizzily.

Rainbow Dash took a few deep breaths before saying, "You got possessed by some creep named Starscream. I suppose you can come back with me to the Maximal base if you want to join the good guys."

Waspinator stared for a minute before snapping, “Wazzpinator cannot take any more of thizz slag! Wazzpinator alwayz being blown up or possessed by ancient Decepticon or shot by organics! Wazzpinator going home!" morphing to wasp form before blowing a raspberry and flying off into the sky.

Rainbow Dash watched him go and said, "Well, I can't say I blame the guy...wait a minute! I still don't have that anti-venom! What am I going to tell the guys back at the base?" Just then, she noticed something glinting in the sun on the ground. She walked over and saw the vial of anti-venom, a little charred from the lightning strikes, but still intact.

"Score," Dash said happily.

The Maximals and Mutants were starting to worry about Primal Prime’s condition. His energon pulse was starting to fade which meant his spark was getting close to fading out.

“We should have gone with her,” said Airazor with concern.

“Starscream would have destroyed the anti-venom if he saw anyone else with her,” said Tigatron.

“Would it have made any difference? We all know how treacherous Starscream is,” said Ramulus.

Pinkie Pie had been scanning the skies for any sign of Rainbow Dash or any other flyer. Eventually, she noticed something approaching, though it was a bit too far to see what is was. “Hey, someone’s coming!” she called.

“Is it Starscream?” asked Icebird.

Airazor checked the perimeter scanners and said, “It doesn’t have a Predacon energy signature. But it could mean that Starscream has found a way to conceal his.”

“Nope, it’s Dashie. I can feel it,” said Pinkie confidently.

The others watched as the approaching flyer became closer. Spirits began to lift as they could make out the familiar color scheme. Not too long later, Rainbow Dash touched down in front of them in her new Transmetal 2 body. “Somebody called for an anti-venom?” she asked as she held up the vial.

“There will be time for congratulations and gratitude later, but Prime needs that anti-venom now,” said Tigatron. Dash nodded and handed him the vial. Tigatron inserted into a syringe-like device before pressing the tip to Primal Prime’s neck. There was a soft green glow followed by anxious waiting.

There was an unbearably long moment in which Primal Prime’s state did not appear to change. The most cynical among them were starting to think that Starscream had tricked them when Primal Prime let out a soft groan. The Maximal leader slowly pushed himself up until he was sitting. “That Starscream really packs a sting,” said Primal Prime as he rubbed his head.

There was much cheering at that. Well, maybe not everyone was cheering, but the ones who were, namely Pinkie, was doing enough to cover for everyone. Even the most jaded bots there were smiling.

“Thank the Matrix,” said Tigatron, “For a while I wasn’t sure if Prime was going to make it.”

“But he did, all thanks to Dashie,” said Pinkie as she hugged her friend, “Say, how comes you’re all big and upgraded now?”

“I’m not really sure why it happened, but it helped me kicked Starscream’s flank,” said Dash.

“And where is Starscream?” asked Airazor.

“I blasted him into space. He’s not coming back any time soon,” said Dash, “He tried to trick me into selling you guys out, but I was like ‘no way, not gonna happen’. I don’t turn on my friends. And since we don’t have any way of leaving right now, I guess we’re just gonna stick together.”
“We may not have to stay here long,” said Primal Prime as he started to stand up, “Now that we outnumber the Predacons, the time may be finally here to take back the Matrix of Leadership. I believe that once it is returned to its proper place and Tarantulas and his minions are defeated, we will be able to return to our true home.”

“So you’re expecting us to hang our hopes on some mystic mumbo-jumbo and expect good karma to pay off?” asked Ramulus critically. There was a long pause before he sighed and said, “Well, some hope is better than none. At least I’ll get to kick Pred skidplate.”

“Your team will stand a better chance with the Mutants behind them,” said Icebird before he swiveled his owl head around to look at his teammate, “Unless there are any objections.”

“I’m not too crazy about this, but I do want to pay those creeps back for manipulating us,” said Dinobite.

“Megatron might not be with them, but at least we can get some payback out of his old cronies,” said Poison Bite.

Rainbow Dash grinned and said, “Tarantulas is as good as squashed.”

Ravage, Iguanus, and Spittor were waiting anxiously for news, but they didn’t have high hopes. Even if Starscream didn’t let his ego get in the way, he was still in the body of Waspinator. And even though Waspinator had been upgraded, he probably would have retained his signature bad luck.

Eventually, Tarantulas emerged from his lab and said, “Gentlemen, I bear some bad news. It would seem that Starscream has failed to accomplish his objective.”

“That comes as no surprise,” said Ravage dryly.

“What’s more, it appears that the pony-bot had managed to upgrade herself and has banished him from Earth,” said Tarantulas.
“How did she manage to do that?” asked Iguanus.

“I am uncertain. But the face now stands is that we are severely outnumbered now.”

“I’ll say,” said Iguanus, “There’s only four of us now against ten of them.”

“Actually there’s five of us,” said Spittor, which drew odd looks from the others, “We still got Razorclaw, you know, that fiddler crab guy who’s on watch right now.”

Ravage snorted and said, “He is hardly a worthwhile warrior. He measures up nothing to the first Razorclaw. That still leaves us severely outmatched and outnumbered.”

“Oh, I wouldn’t say that,” said Tarantulas, “They may have the larger numbers, but we have the better warriors. Besides, we are not numbered five, but seven.” With that, he stepped aside as two bots emerged from his lab. One of them was mostly purple in color with extra-long arms which had folded edges which along with his talons and the folded head on his chest gave away his Pteranodon beast mode and his face looked awfully familiar. The other clearly had a scorpion mode with his huge golden pincers, the blue scorpion legs that formed part of his legs, and the scorpion tail and head resting on his back, both red as the rest of his torso. “Allow me to present some old comrades, Terrosaur and Scorponok,” said Tarantulas.

“I have heard of them,” said Ravage, “They were among the renegade Megatron’s original crew, but I had thought they had perished long before I arrived here.”

“Not perished,” said Terrorsaur, “We were merely entombed in the molten lava beneath our old base when the quantum surge hit. But even if we missed out on the Beast Wars, we still got our upgrade from the surge.” With that, he jumped into the air and transformed into his Pteranodon mode. He flapped his wings for a bit before a pair of fins flipped out on them revealing VTOL fans and his tail partially split to reveal thrusters.

“I was checking the ruins of the Darksyde for spare parts when I detected their energy signatures within the crater Tigerhawk made,” explained Tarantulas, “I think having a pair of Transmetals will even the sides out a bit.”

“Barely,” grumbled Scorponok, “I barely got any upgrade from the quantum surge. I didn’t even get a transport mode.”

“Oh, I can fix that,” said Tarantulas before chuckling darkly.

Scorponok stepped away from him and said, “Uh, on second thought, I think I’m ok with what I am. I don’t need a transport mode that badly.”
“Oh, I’ll give you something much better than a transport mode,” said Tarantulas, “How would you like to be a Triple Changer just like your legendary namesake?”

“You’re gonna turn him into a city?” asked Terrorsaur dubiously.

“Of course not, but I have plans that’ll make him a match for even Primal Prime,” said Tarantulas before showing schematics on his computer, depicting a large robot mode, a scorpion/tank mode, and a space jet mode.

Scorponok looked at the designs and said, “I like it. Can you really make that?”

“Of course, I have plenty of spare protoform material from all the blanks and the Matrix to facilitate the upgrade,” said Tarantulas, “I’ll be able to make you into a one-bot army. Enough to impress Megatron when he return to Cybertron.”

“Then what are we waiting for?” asked Scorponok.

“Precisely,” said Tarantulas, “The sooner we have you upgraded the better. If the Maximals think that they have the advantage now, they haven’t seen what they’ll be really facing against.” Then he broke out into another his trademark evil cackles that largely unnerved his fellow Predacons. Tarantulas was definitely no bot to underestimate and the Maximals will learn that soon enough.

Author's Note

There's another chapter and one I know a lot of you have been waiting for. I worked very hard in getting the fight between Rainbow Dash and Starscream right and I hope everyone likes it. This chapter takes place during the unfinished Primeval Dawn comics by 3H showing what happened after Optimus Primal's crew left prehistoric Earth, it'd be easier to look it up than to explain everything that happens. Rainbow Dash's design is, of course, based on this.

Of course, we know of Starscream's extensive history, including his possessing of Trypticon in 'Ghost in the Machine' back in the G1 cartoon and his more recent possession of Waspinator in the Beast Wars ep 'Possession'. The two jets that appeared in Rainbow Dash's nightmare are Starscream's fellow seekers, Skywarp and Thundercracker. Waspinator's upgraded body is based on his Transmetal toy, which has been called Waspscream in other stories. The mentioned instance about an organic being transferred into a Transformer body is a reference to Autobot X. The three possible origins that Starscream mentioned for Tarantulas and the Tripredacus Council aren't official, but I think they're more viable options than just being literally 'Unicron's spawn'. Terrorsaur and Scorponok both fell into lava during the quantum surge, but they survived and got Transmetalized, though trapped there until recently. Scorponok only got a Transmetal toy from McDonald's, so I thought he deserved an upgrade to a better body based on his Energon counterpart.

The next chapter may take a little longer to get up, but that doesn't mean the story doesn't get less exciting from there. Keep an eye out for it and please comment.

Rarity vs. Shockwave, Part 1

Maximares Rising

Chapter 5: Rarity vs. Shockwave, Part 1

Rarity wiped her brow and adjusted her sewing glasses. This has been her biggest order to fill in...who knows when. Her horn was aching from moving the needle through immeasurable smaller stitches and her sewing machine was probably close to overheating.
"Just...one more to do," she panted, using her magic to wipe her brow again with a handkerchief‏. She started up the sewing machine, which let out an auditable groan of worn gears. "Yes, yes, I know, but this is the last one," said Rarity, "After that, you can have a nice long break."
However, as soon as she was finished and was turning to pack her things away, another scroll seemed to be waiting...with another order. "Oh, it seems my work is never done," she said before a Las Pegasus accent said “Oh hell no. Not one more before I get a rest."‏
Rarity paused and looked around, not seeing anypony. "Er, who said that?" she asked.
"Look down, girl," said the voice, Rarity turning slowly to see the sewing machine, a light flashing in time with the next words which were, "I’m on strike. This is against union rights."‏
"Pinkie Pie, is this one of your practical jokes?" asked Rarity.
"This ain’t Pinkie, this is an intervention. Your gear has feelings too, girl," said the sewing machine‏.
"I must have overworked myself. I'm starting to hear things," said Rarity.
"Y'all need a holiday, lady," said the sewing machine scolding‏.
"Of course, when even your tools say you need a holiday, it must be time for a holiday," said Rarity, her eyes starting to go derpy.
"That’s the spirit, girl. You keep on working like a machine, you'll end up like one," said the sewing machine‏.
"Yes and my machine will end up like me," said Rarity with a faint giggle.
"More than you know," said the sewing machine before, with a sliding noise converted into a metallic version of "SWEETIE BELLE!" screamed Rarity in shock‏.

Rarity sat up with a start and said, "Oh, what a strange dream. I really need to stop eating gourmet chocolates before bed."‏
"Hey, the protoform’s awake,” said a voice at that‏.
"Who said that?" asked Rarity as she looked and saw she was in a metal circular room, "Where am I?"‏
"Ok, let’s start with the basics, ma'am. We're having some trouble getting the ID bolt to interface with your timeline. What’s your name?" said a disembodied voice‏.
"Rarity," said Rarity.
"Fitting name," said another voice.
"Ok...and who was your Prime?" the voice continued‏.
‎"You mean my princess?" asked Rarity.
"Sure...it’s a big multiverse. Who was your 'princess'?" said the voice, a little sarcastically‏.
"Celestia and Luna, though Twilight Sparkle most likely counts now, though I wouldn't say she rules over me so much," said Rarity.
"Weird names...and which quadrant of your Cybertron did you live in?" said the voice‏.
"What's a Cybertron?" asked Rarity.
"Ooookay...ma'am, this will be alot easier if you cooperate," said the voice in a tired voice that reminded Rarity of customs agents at airship docks.
"I've never heard of a Cybertron," said Rarity, "I'm just a mare from Ponyville."‏
"Ponyville...ooookay. Ma'am. We're going to clear you for entry but we'd like you to proceed to a hospital for a checkup," said the voice calmly‏.
"I suppose I should see a doctor. I've had this dreadful in my head that..." started Rarity before she felt her forehead and felt a very noticeable absence of horn there.
"Erm...ma'am?" said the voice, in a concerned voice before Rarity screamed. Immediately a hatch opened and two robotic humanoids, with red symbols on their shoulders ran in.‏
"Keep away from me! Keep away!" yelped Rarity, her panic making her lash out at anything unfamiliar, which was pretty much everything around her.
"Hold her down. Someone get a stasis lock in here before she hurts herself!" called one of the bots‏.
However, the first bot that got near her was kicked into the wall. "Equinicons have a mean kick," groaned the bot.
"Ok, gonna use the EMP generator," said the other bot before extending a device from his forearm. Rarity would have lashed out at the bot when the device sent several waves of energy at her which suddenly made Rarity feel drained of energy.
The last thing she saw before she passed out was her reflection in a far wall...it wasn’t her face...

Meanwhile, in the non-space of the wormhole network, Matt had landed first watch.
"You don't need to stay up," said Twilight, "I think these bodies don't require regular sleep."‏
"No offense, but technically, you tin cans are at war with us. I trust you...mostly but Dante will chew me a new hole if I leave you at the controls," said Matt with a yawn. "Anyway...I'm the best pilot around...and we've been tracking this signal of your buddies for days," said Matt with another yawn. "Alert...approaching destination...3 minutes," said the computer.
Matt looked grim at the scanner. "I don’t like this. We're way off the beaten track," he said‏.
"Where exactly are we?" asked Twilight.
"How the heck should I know? Do I look like a subspace tour guide?" snapped Matt before saying, "Sorry, kinda been edgy lately."‏
"I understand. I think we all have," said Twilight kindly.
"Warning...subspace reef...artificial,” said the computer at that, Matt looking up in horror.
"What's going on?" asked Twilight.
"We're about to hit a wall," said Matt.‏ With that, he hit the intercom. “ALL HANDS! BRACE, BRACE, BRACE!” he yelled before he and twilight were thrown forward, Matt thrown over the controls which exploded in showers of sparks. At the same time, the view out the main porthole changed to normal space, a large planet in view. Twilight however was more concerned as Matt was thrown to the deck with a sickening crunch‏
"Matt? What do I do? C'mon, Twilight, you have to know some healing spells," she said to herself.
An angry voice came out the remaining console at that. “Unidentified vessel, you have breached Axiom Nexus restricted space. Identify yourself or we will engage defensive measures." as Dante ran in with Applejack close behind.
“What the hell did you do?” he snapped, a blood trickle from his lip and nose showing he’d gotten some knocks too. “Axiom control, this is NSC aligned vessel warlord, we are not hostile, repeat..." he began, hitting controls to no avail‏.
"Twilight, we got some kinda communicator thingy built in, right?" asked Applejack.
"I repeat, this is Axiom flight control to unknown vessel, respond or be eliminated," said the angry voice.
"Better than nothing, do it!” snapped Dante before saying into his com, "Karnak, cut the long range jam on our tin can pals."
"Acknowledged," said Karnak.
Twilight quickly opened an open channel and said, "This is Princess Twilight Sparkle. We have been travelling through subspace but have gotten cut off. We have a wounded friend aboard." She wouldn't normally pull rank, but this was an emergency.
There was a long pause before the voice, "I'm sorry, what did you say your name was?"‏
"Princess Twilight Sparkle," repeated Twilight.
The voice paused before saying, “Affirmative, note that your rank is null and void here. Rescue ship is on route. Axiom flight control over and out."
Applejack gave a sigh of relief and said, "Good thing those guys respect royalty."
"Yeah, I'm pretty sure they're laughing it up on their end," said Dante.
"What's so funny about this?" snapped Twilight.
"Princess Twilight Sparkle, really?" asked Dante pointedly.
Twilight just stared back and said, "So?"‏
"It sounds like a Japanese shampoo brand," said Dante simply‏.
"He's got a point there," said Applejack.
Twilight scowled before a light shone through the main viewport, the promised rescue ship. “Ok, first thing we need to do is get Lynch a doc. Best behavior, this is first contact," said Dante sternly.

"I told you we don't need any stinking ID tags! We're not Cybertronians!" snapped Dante.
"They're ID bolts, sir, and every offworlder has to wear them," said the customs bot with a bored tone.
"Well why not shove it up your tailpipe. My partner needs medical attention or did you forget that?" snapped Dante‏.
"If you would simply allow the ID bolts to attach, you'll be on your way to the hospital sooner," said the customs bot.
"Can I speak to someone around here that has emotion?!" snapped Dante.
"No need to robotist, sir. I’m just doing my job," said the customs bot in a bored tone that intended that he knew perfectly well he could wait here all day if needed‏.
"Sir, I think my friend's health is a higher emergency than registering for an ID tag," said Twilight.
"ID bolt," corrected the customs bot, "No offworlder is allowed to leave the transwarp port without an ID bolt."
"Then can't you bring a doctor here?" snapped Applejack.
"I'm sure the paramedics are on their way," said the customs bot emotionlessly.
"Ok, let me put it this way: would the medics get here faster if I shoved an EMP grenade down your throat?" snapped Dante, Applejack and Twilight facehoofing‏.
"Hostility is not going to make the process go any faster," said the bot.‏
"Oh, trust me, I know how to make it go really fast!" snapped Dante, reaching for a pocket on his armor plate.
"Dante enough," said Twilight before picking him up with her telekinesis.
"Hmm, I'll have to add telekinesis to your list of abilities," said the customs bot, sounding thoroughly unimpressed.
Applejack sighed, looking at the rather pale and still out-cold Matt, “Twi, have you got some kinda...fast forward spell or something to get things movin'?"‏
"Time manipulation is really complex and only a really powerful unicorn can manage it," said Twilight.
"Uh, you've done before and you were only a unicorn then. Now you're a big robotic alicorn," pointed out Applejack.
"Well..." started Twilight.
Just then, one of the doors burst open and what looked like the local equivalent of an ambulance came wailing in. It stopped in front of Matt before changing into robot mode. "Why hasn't anyone alerted to me this sooner?!" snapped the bot, "This human needs medical attention! Did he need to be set on fire before you took notice?"
"He and his companions are in the process of ID bolt registration," said the customs bot flatly.
The medibot gave the customs bot a look of disgust. "You bureaubots and your bolt-counting. Why should they have bothered with giving you sparks?" said the medibot with contempt as he extended what was probably a medical scanner.
"Finally, somebody with actual thoughts. Captain Dante, the man there's my pilot," said Dante, throwing his arms in the air‏.
"First Aid, ERM," said the medibot, "Your friend has nasty case of quantum whiplash."‏
"Yeah, what moron puts a quantum barrier in a commercial wormhole?" snapped Dante, rounding on the ‘bureaubot' again‏.
"The quantum net is an important feature of Axiom Nexus," said the customs bot.
"Axiom Nexus? Ah thought we were on that Cybertron place," said Applejack.
The bureaubot gave Applejack an annoyed look and said, "This is Cybertron, the most advanced version in the multiverse and Axiom Nexus is the capitol."‏
"You really are an idiot, aren’t you?" said Dante carefully to the customs bot before looking at First Aid, "Is there any possible way we can talk to someone with a functioning brain in this building?"‏
"I'm surprised one hasn't come in sooner," said First Aid, "Probably still debating what the scrap you lot are and how to classify you."‏
Dante glared before pointing to each of the group and himself. “Human, human, miscellaneous," he snapped‏.
"Your genetic structure hardly suggests..." started the customs bot.
"You can stick your labels where they don't show. I'm not waiting for some paper-pusher to make its mind about what to call us when my pilot is in dire straits," snapped Dante.
The customs bot began to say “Your pilot is not-" before Dante lost patience and blew a hole in the wall next to the bot’s head. "ENOUGH!” he yelled‏.
"Unlike you, an EMP won't shut him down," said First Aid.
"The next person to delay my pilot’s medicine will be shot in the face till I find someone who won’t delay!" snapped Dante‏.
"Load him in and I'll take him to the hospital," said First Aid before changing to ambulance mode.
"You can't do anything right here?" asked Twilight.
"I don't have the right tools," said First Aid, "We don't get many organics here."‏
"You don’t say," said Dante sarcastically as he helped Twilight get Matt in the back‏.
"Allowing them to leave without ID bolts is illegal," said the customs bot.
"Well I have an emergency override notice retaining to medical need signed by Captain Cheetor himself," said First Aid, flashing the digital notice.
The customs bot glared at the notice before saying reluctantly, “Fine...but I expect them to be registered in one cycle."
"Sure, once he's stable," said First Aid.
As soon as First Aid was gone however the door slammed shot...right in Dante’s face. “Lemme guess...” he said coldly, the customs bot saying "Let’s finish off this registration." grinning for the first time‏.
"Ok, we'll fill out the forms. How long could it take?" asked Twilight.
"NEVER SAY THAT!” yelled Dante.

3 hours of bureaucratical torture later...

"I told you..." snapped Dante, poking the bolt that had been magnetized to his armor‏.
"You know, havin' fingers has been fun, but now they ache worse than hooves," said Applejack.
"Urgh...least you didn’t feel your ribs bruise when they stapled this thing on,” snapped Dante as they walked out into the main city.
‎"They're not that hard to get off," said Applejack as she yanked off hers only for it to stick onto another part of her, "It's gettin' them to stay off that's the trick."‏
"And our ship broke again...and I doubt they'll let us buy one. Look at the restrictions offworlders get," said Dante coldly, showing the welcome leaflet he'd 'borrowed' from the main desk‏.
Twilight looked at the leaflet and said with a frown, "There's a chance we could be detained for a while. I'm guessing we'd count as 'interesting individuals'."‏
"Yeah, remember how they acted when you mentioned your title? That didn’t sound like someone who was impressed. That sounded like someone readying a rap sheet," said Dante‏.
"Ah just hope Matt is on his feet so he can help us find our lost friend," said Applejack.
"We don't need Lynch to start looking. We just need to ask around," said Dante‏.
"Yeah, I suppose a pony like us would stand out around here," said Twilight.
"Uh, ya might wanna take a gander about," said Applejack. She gestured at the large crowd of robots of many different shapes and sizes.
An ad appeared on a viewscreen at that. "Need something that’s nowhere else? Need a deal on it? Then come to Swindle, Swindle & Swindle’s. If we don’t have it, it doesn’t exist," said a smarmy-sounding Cybertronian.
Dante however looked shocked, “That two timing son of a…"
"You can't know that guy. We just got here," said Twilight.
"He's a damn informer for the NSC, little backstabber. I told them we shoulda blasted him," snapped Dante.
"Hang on a moment, what's that?" asked Applejack.
"Can we replay that advertisement?" asked Twilight.
Dante looked around before checking his wrist comp. "Techo, you'd better not screw up," he muttered as the wristcomp’s hacking program tuned into the screen, rewinding the advert. "Say when," he said‏.
"Stop it right there!" shouted the two of them at the same time.
Dante hit stop on the control at that, the screen freezing to show a familiar pony just behind Swindle’s head‏. "Is that Rarity?" asked Applejack.
"It has to be. Though I'm kind of surprised that she ended up here," said Twilight.
"Number three," muttered Dante at that before looking over and seeing a human-sized Cybertronian. “Oi, calculator!" he snapped‏.
‎"No, I don't do statistics for free," said the bot, "Do I look like an Equinicon judge?"‏
"No, how do we get to that creep’s shop?" said Dante, pointing to the frozen image.
The bot glanced at the ad and said, "The Swindles? You must be desperate."‏
"If you don’t tell me, I'll jam your language setting on Korean," said Dante bluntly‏.
"Ok, fine, which one of you has a map?" asked the bot.‏
Dante's eyes narrowed before Twilight managed to step in. “We should be ok. Can you just please tell us the quickest way?" she said politely‏.
The bot glanced at her wings and asked, "You a flyer?"
"Yes," said Twilight.
"Oh, then it should be easy. Just fly up and head that way until you see their sign. It's hard to miss," said the bot.‏
"Good boy, now forget you ever saw us," said Dante bluntly‏.

As expected from an advanced society, Pan-Acea Medical Center was a very well-established hospital and equipped to deal with almost any ailment known to Cybertronians. However, there were cases that gave them trouble, particularly organic cases.
"It’s strange, First Aid. His scan had all the markings of the Quadwal continuum, but he has DNA that is not from there...and it’s increasing with each scan," said a doctor carefully to First Aid, the two looking at a holofeed of the now-awake and rather annoyed Matt. After the alien DNA had turned up, he’d been quarantined...at least till a proper scan of the samples could be done‏.
"Do we know which universal stream in particular he's from, Ratchet?" asked First Aid.
"Not yet. The problem is that he's been all over the place in our multiverse so it's hard to pinpoint where he's from," said the other doctor.
The medical AI also said, “There's also the matter of the nanotech in his bloodstream. Some of its just suppressant for some medical conditions he has and translator clusters in his brain, but there's also clusters of nanites not on my record...seeming to use crystalline technology. The blood samples I’ve checked seem to show them attaching the alien DNA to the human’s strand. The quantum defenses might have hyper-accelerated them."‏
‎"This one is certainly well outside our normal range of experience," commented Ratchet.
"Hey, he's still a patient, remember?" pointed out First Aid.
"I know that, did you think I was going to turn him over to Shockwave? The more esoteric a patient is, the harder he is to treat," said Ratchet.
"With respect, Doctor Ratchet. The nanites, the DNA ones, I doubt they were meant to work this fast. He might be safer in a more secure location. At the rate of DNA implantation, side effects may already be visible," said the computer.
"Organics don't change that quickly. It's not in their nature," said Ratchet. Just then, the view of Matt's room dramatically shifted along with a tearing sound. The camera view swung wildly before they got a good look at a pair of reptilian eyes. Then the view was lost completely as the camera was apparently crushed.
"As I said, there are side effects. The nanites appear to be making sure fatal side effects are avoided...but I recommend that you send for a security team immediately,” said the computer before the wall behind where the holofeed had been became convex from something heavy hitting it.
"Right then, what would be the proper sedative for his bio-makeup?" asked First Aid.
"Unknown, DNA for this new lifeform is not on record," said the computer before another blow was heard, this bump smaller, indicating that the puncher had switched to fists‏.
"Let's try for basic human doses and work our way up," said Ratchet.
"I think it might be too late for that," said the computer as a distant clang was heard and the biohazard alarm began to ring‏.
"We better catch before one of the Decepticons do," said First Aid, "Megatron's mechs won't bother with being gentle."‏
"It just tore an industrial blast door down. I think they are in bigger danger," said the computer calmly, switching to a feed showing several security drones firing at something off screen before a plasma bolt blew one up and a winged reptilian humanoid tackling the other and tearing it in half down the middle‏.
"If the Decepticons find him, Shockwave will vivisect him for sure," said First Aid, "We need to catch him now."‏
"Then we'd better hurry. The mess he's causing will almost certainly be setting off alerts," said Ratchet sternly‏.

Elsewhere, Dante and the girls had found the Swindles shop and to Dante, it couldn't have reminded him of a crooked car dealer's more if the proprietors were wearing tacky shirts, ties, or even turned into used cars themselves.
"Ok, girls, expect the worst, most annoying evil in existence...swindlers,” said Dante coldly‏.
‎"They can't be worse than them Flimflam brothers," said Applejack.
"Oh, you know that sort of thing. Ok, let’s make an entrance," said Dante cheerfully, drawing his blaster, only for Twilight to force it back into the holster‏.
"I think we'll be able to get further if we made a better first impression," she said.
"Fine...but I reserve to shoot him in the kneecap," said Dante annoyed. He was enjoying the fact most of the Cybertronians so far were his height‏.
Twilight knocked on the door before opening it. The bot near the door said brightly, "A customer!"
"How lovely!" said a similar bot by the merchandise shelves.
"Come on in!" said the bot that was behind the counter. The three of them looked eerily alike, the only differences being some coloration.
Dante raised an eyebrow before saying bluntly, "Friend of ours was seen here. We're looking for her. Her name’s Rarity. Where is she?"
"Yes we do have a lot of rarities in here," said the Swindle with the grey chest, "Things that you can barely find anywhere else in the multiverse easily. But Swindle, Swindle & Swindle's got it all."
"We weren't looking for something, we were looking for someone," said Applejack meaningfully.
"Oh, lots of customers have given us glowing review," said the Swindle with the purple chest, "So many bots leave this place pleased with their purchase and telling their friends to tell their friends to come in and buy something."‏
Dante sighed. "My turn, oi, Swindles," he said, unclicking a rifle from a flush part of his back armor and looking at a large armor plating. "That military grade?" he asked‏.
‎"Ooh, have you come to trade up?" asked the Swindle with the red chassis, "We can get you a very good deal for that, one that can work for a human like yourself."
The purple-chested Swindle pulled out a cannon and said, "This model of the scatter blaster is just the right size for you and it can pepper a large crowd of enemies with reasonable efficiency."
"As a matter of fact, your rifle looks like a variation of the scatter blaster, good quality, but easy to trade for this beauty with a small additional fee," said the grey-chested Swindle.
"Nah, I just needed something to demonstrate this," said Dante, before firing his rifle at the armor plating, a hail of black bolts shooting out and peppering through the armor. "Next shots go through something expensive if you do not stop messing us around," he snapped, loading another clip in.‏
"We're just trying to find someone," said Twilight before projecting an image of Rarity.
"Oh, her, poor little thing," said the grey-chested Swindle.
"Showed up one day without any connections, home, or a shanix to her name," said the red-chassis Swindle.
"So out of the goodness of our sparks we offered a job so she can earn some credit," said the purple-chested Swindle.
Dante glared, aiming his blaster in Swindle-1's vague direction. "And obviously, you are now going to let her free to go with us," he said coldly‏.
"Let her free? You make it sound like we were enslaving her," said Swindle-1, sounding hurt.
"We've simply given her a job so she can earn some credit in this city," said Swindle-2.
"She doesn't have a lot of options what with her unprofitable skills," said Swindle-3.
"Unprofitable? Why Rarity's the best dressmaker in most of Equestria!" snapped Applejack. The Swindles just gave her a look.
"Fine, if she’s free to go, let her," said Dante coldly‏.
"I suppose it's no finish off our exo-structure," said Swindle-1.
"It's not like she's made a lot of credit after all," said Swindle-2.
"But I'm sure you can find a way to reimburse her. A pair of Equinicons like you would do very well at the races," said Swindle-3.
"No..." said Dante coldly, spotting a scam like that from a mile off‏.
"You know, you could really trade up for that scatter blaster," said Swindle-1.
"Your friends could use some armament themselves," said Swindle-2.
"I know a set of blasters that would go very well with those wings," said Swindle-3.
"Just get the lady or I'll blow up half the shop...God, I’m turning into Lynch," grumbled Dante‏.
"Ok, she should be in the back," said Swindle-3 before heading that way.
"You sure we can't set you up with some blasters?" asked Swindle-2.
"I don't want to cause more pain than I have to," said Twilight.
"Who said you had to cause pain? Life's not pain," said Swindle-3, "Though in this life there are some bots who will only respect you by how much damage your weapon can do."‏
"Back home, my job’s to blow things like you to pieces. Would you like to volunteer one of your brothers for a demonstration?" snapped Dante‏.
"Some customers are so hard to satisfy," said Swindle-2.
"True indeed," said Swindle-1.
"Here's your little friend," said Swindle-3 walking back in followed by Rarity who was in a protoform-mode not unlike Twilight's and look a little grungy.
"Miss Rarity, Captain Dante, NSC ghost division," said Dante before the girls could speak up, sadly not thinking that the sight of a Stormtrooper in heavy combat armor and holding a gun that was more like a cannon wouldn’t end well.
Rarity quickly backed away from him. "Rarity, it's ok, he's with us," said Twilight.
"He may be a jerk, but he ain't gonna hurt ya," said Applejack.
"I’m not a jerk!" snapped Dante before his comm beeped. "Hold on, it’s the locals, you talk to her,” he said before walking out.
‎"Girls, what are you doing here and why are you so...different?" asked Rarity.
"Well, we've all been changed," said Twilight, "I'm not sure how though."‏
"Well, I’m glad you're all here. That Swindle person is simply dreadful," said Rarity, hugging the two‏.
"Oh, that's just hyperbole," said Swindle-3.
"Not the kind we usually want and is certainly undeserved," said Swindle-2.
"You two had me running ragged doing all sorts of deliveries and stocking your shelves," said Rarity accusingly.
"You did put 'truck' as your alternate mode on your application," said Swindle-1.
"I didn't know what a truck was and I could barely read your form!" snapped Rarity.
"Well, don’t expect your back pay," said Swindle-3 loftily before Dante walked in, looking pale.
"We've got a problem. I think that net thing's triggered a relapse of one of Lynch's old ailments," said Dante.
"What kind of ailment?" asked Twilight.
"Oh, the one that turns him into a bloodthirsty nigh-unstoppable lizard man," said Dante.
"Hmm, sounds like something that will require serious gear for catching," said Swindle-2, "We do have some very strong nets that can hold down most organics."‏
"No, in the absence of the anti-virus," said Dante, before readying his rifle.
Just then, there was a knock on the door. "Wonder who that could be," said Applejack before opening the door, revealing a large blue reptile with wings, horns, and a cross expression.
"Dragon!" yelped Swindle-1.
"Hide the gold!" yelped Swindle-2.
"Save the merchandise!" yelped Swindle-3.
"Kiss my ass. I woke up like this. The doctors say I picked up something from the quantum net...and apparently I ate one of their security cameras," snapped the thing in Matt’s voice‏.
"Lynch? You look like a giant-" started Dante with a smirk before the creature said, "By the way, my breath is hazardous to your health." Dante opened his mouth and the creature quickly added, "And I don't mean by the way it smells."‏
"Ok...so this has happened. By the way, while you were napping, we found another of the pony bots," said Dante‏.
"Really? Where?" asked Matt, snaking his longer neck around Dante. This earned him a scream and a magic blast from Rarity.
"Oh...there," coughed Matt.
"Easy, Rarity, he's a friend," said Twilight.
"Well, the last time I've met a dragon that big, it did not end well for me," said Rarity before pausing and said, "Funny, I feel like that last time was sooner than I can recall."‏
"Lovely, I’m just glad I’m apparently magic-proof. What’s the first thing you remember?" said Matt scathingly‏.
"I'm assuming you're asking for a more relevant memory," said Rarity, "Like how we ended up as robots."
"All Applejack and I can remember is that there was an alien invasion of Ponyville," said Twilight.
"That sounds...familiar, but it's hard to focus. It's as if something is blocking off my memory," said Rarity.
Dante glared before saying, "You don’t say. Tell me, did the Swindles ask for any collateral of any kind?"
"Now good sir, you don't think we would be responsible for her memory loss, do you?" asked Swindle-3.
"How could we even cause it in the first place?" asked Swindle-2.
"Oh, like forcing her to pay with her memory chips before you allowed her to start working here," said Dante accusingly.
The Swindles exchanged glances before Swindle-1 said, "I suppose that is something that could be expected by someone who does not know our philanthropist nature, but that is a branch of marketing we'd never go into."
"Yeah right, like you wouldn't sell body parts," said Matt.
"True, but not memory chips," said Swindle-3.
"There's no value in them. Bots don't need more than the ones they already have and there are easier way to extract memories," said Swindle-2.
"Your friend is simply suffering from repressed memories. She simply doesn't want to remember," said Swindle-3.
Matt and Dante looked at one another. "Survey says...EEEERK!” said Matt, making a buzzer noise and spitting a fireball at some merchandise.
“Truth please," said Dante with a calm expression‏.
"That is the truth," said Swindle-1.
"Honest truth," said Swindle-2.
"We swear by our motherboards," said Swindle-3.
"I'll be the judge of that," said Twilight before sweeping a scanning beam over Rarity, "I don't pick up any missing parts, but there are data nodes that have been locked."‏
"Ok, Matt, they're on the level...this time..." said Dante, Matt pausing in scratching 'Matt woz ere' on the side of a gun‏.
"You scratch it, you buy it," said the Swindles.
A plasma bolt narrowly missed them at that. “Then again, it adds character," said one of them quickly‏.
"Might have good resale value once he's done something noticeable," said another.
"Ok, we're taking miss Rarity. You’re free to object but it won’t make any difference," said Dante politely‏.
"Not a problem. She was a terrible stock/errand girl anyways," said the third.
"And don’t be rude," said Matt‏.
"Now then, I am in serious need of a drink. Where's the best and nearest place for a dragon like myself to go to?"
"The Blue Deployer," said the three Swindles.

The Blue Deployer was actually a better-looking place than Matt and Dante had anticipated. Granted, it was apparently still within the 'lower' levels of Axiom Nexus and thus below the standards of the Transtechs, but for offworlders, it was a pretty swanky place. It looked a bit like a miniaturized casino, though Matt and Dante weren't about to let their guard down.
"Ok, rule one of these places: stay calm, don’t draw attention but if you do, act like you'll use their teeth to open a drink bottle," said Matt calmly, the group walking in and Matt immediately starting to shake‏. "Holy smeg, did someone forget to pay the heating bill?" asked Matt.
"It's not that chilly, you cold-blooded baby," said Dante. The inside of the bar was like a nippy winter day, which wasn't bad for most Cybertronians.
Twilight looked concerned at that. “You'd better wait outside if you're cold-blooded at the moment," she said‏.
"Heck no. I came in here for a drink and I'm getting one. I'll just have to order one that warms the inside," said Matt as he started towards the bar. The guy behind it was pretty big, his blue plating matching the décor of the place. There were solar panels extending from his back that almost resembled wings and a pair of shining light blue tubes placed right behind his shoulders. The tubes were constantly giving off an icy mist.
"Ah, so that’s where it’s coming from. Oi, could you turn the A/C off?" Matt said, his voice getting a bit slurred.
"I though dragons could maintain their own body heat with their fire," said the bartender dryly.
"Well I just got changed into one and I haven't figured out that little trick yet," snapped Matt.
"Oh, very well," said the bartender before the tops of the tubes spun slightly and the mist stopped, "Need something to pep up that fire?"‏
"Something spicy," said Matt‏.
The bartender pulled out a few bottles from a small refrigerator, evidently for organic customers. He poured some red stuff labeled 'Broken Pumice' into a shot glass the size of a bucket which immediately started popping and fizzling. This was followed by some yellow stuff called 'Desert's Spite' which made it bubble even more. Finally, a small drop from a bottle that Matt noticed had splitter writing on the side which produced a small mushroom cloud. Then the bartender dropped in an ice cube-like piece of Energon that somehow caused the concoction to settle down.
Matt stared for a minute before holding up a finger to indicate waiting before pulling out a steel credit and dipping it in, retrieving the stub a second later. "It eats metal...that’s not edible in any way, shape or form," he said in a calm voice, though his eyes was twitching‏.
The bartender picked up the shot glass and took a small sip from it. Nothing appeared to happen except for some hot steam to spout out of his tubes. "It's fine to me," said the bartender.
Matt gave the drink a suspicious look and said, "Hey, Applejack, can you come here for a sec?"
Applejack, who was looking at the games of chance and didn't see the drink's preparation, went over and asked, "What is it?"
"Have a taste," said Matt, offering the drink.
"Thanks," said Applejack before taking a gulp, "Mmm...tangy, got a right kick to this. Hey, Twilight, come over and try this."
Matt glared, his eyes getting a manic look before yelling "MINE!” and downing the lot, even when the bartender tried to pull it away.
"Easy, killer, you can't handle that much at once," said the bartender.
"SILENCE!” shrieked Matt before downing it all and unknowingly taking a bite out the bucket at the same time.
"Well, this will be interesting to watch," said the bartender before taking the flammable stuff out of range.
Matt seemed ok though...until Applejack tried to get his attention and noticed he was rigid. "Ah think ya might have gave him too much," said Applejack.
"Not done yet," said the barkeep, slowly inching under the cover of the bar.
"Oh, he's just faking," said Dante, "Watch this." He reached and grabbed Matt the tail.
"NO!" yelled the mares, well aware of what happens when you yank a dragon's tail.

The barkeep sighed as fire drones finished putting out the last of the fires as Twilight scolded both Matt, who looked sheepishly embarrassed and Dante...who was covered in soot and so far had only been able to make a noise best spelled as 'nnnnnnngh' whenever anyone tried to ask him something.
"I am so sorry about this," said Rarity.
"Not the first time someone's reacted to Predaking's Fury like that," said the barkeeper, "I have to ask the Firecons who try it to go outside."‏
"You think Dante will ever speak again?" asked Matt hopefully.
"No, he'll be fine," said the barkeep, Matt looked sad at that "Aw." ‏
"Don't be sad," said Twilight as she patted Matt on the head only for Matt to wave off her servo and snap, "Stop that."‏ This seemed to snap Dante out of it...the man chuckling weakly‏.
"I'm so sorry this had to happen in your establishment, Mr..." said Rarity, hesitating when she realized she didn't know the bartender's name.
"The name is Cryotek," said the bartender.
The name immediately had an effect on Rarity, her pupils shrinking. "Cryotek..." she said faintly as a blocked memory came barreling to the forefront.

Rarity burst into the boutique. "Sweetie? Sweetie Belle? We have to go!" she called urgently, the sounds of explosions outside. The devices the aliens had dropped had turned the tide with ease against the equestrian royal guard and the regular army.
Just then, there was a loud crash as what looked like a huge excavator smashed through a wall. The shovel arm of it spun around until it pointed towards Rarity. "Gotcha," said the excavator, the shovel opening and closing like a mouth before it reached down with the shovel open wide.

Rarity shook her head as she was spat out, being sent rolling across the floor and into what seemed like glass. The difference was that the view was of Equestria...and it wasn’t a nice view. It showed the planet from the night side...but several large patches of the planet below were glowing orange...fires...‏
"That'll do for now, Scavenger," said a somewhat posh voice, "I have some delicate work to do now." Rarity turned and froze when she saw a large blue dragon. He wasn't as large as some of the adults Rarity has seen, but he did look as vicious as them.
"And you must be the last of the set. Miss...Rarity Belle according to my intelligence," said the dragon calmly‏.
"Who are you? Why have you brought me here?" asked Rarity.
"My name is Cryotek and I have brought you and your little friends here because you are the keys to finding a great treasure," said the dragon.
"And that’s the reason you're attacking our world?" said Rarity in horror‏.
"Well, I suppose we could have done this more quietly if I had arrived here earlier. But when you kidnap important political figures, it reduces the subtle measures you can take," said Cryotek. Rarity paled even more as Cryotek continued, “And of course, if the local multiverse authorities for this sector get wind...well, dead bodies cannot talk."
‎"I won't let you get away with this," snapped Rarity.
Cryotek laughed and asked, "You think you can stop me? You can't even defeat a real dragon, let alone a being like me."‏
"You're not a dragon?" gulped Rarity‏.
"Well, my beast mode is certainly what you would call a dragon. Something I copied from an old protégé of mine. It is magnificent, though the arms are not as dexterous as I would prefer. Of course, the only reason I'm in this form right now is because it's something your shock can handle better. But now that introductions have been made..." The dragon's torso inverted upon itself as its hind legs became longer. A new arm extended from its right side as the neck and head moved over to form the other arm. A head emerged from the base of the tail as it clicked into place on top of the chest. "It's time to start with the experimenting," said the robot as icy mist flicked from the dragon mouth.

Back in the present day, Rarity screamed and tried to back away as best she could. “Wow. Miss, you ok?" said Matt in shock‏.
"It's Cryotek! He's the one who kidnapped us!" yelped Rarity.
"Rarity, what are you-" started Twilight before something seemed to snap into place, "Wait, that's right. We were taken aboard a big ship and Cryotek did something to us."
"But he don't look like that Cryotek," said Applejack, her memory apparently having been sparked.
"That wasn't me. That was my lowtech counterpart," said Cryotek, "Quite a few of us Transtech have an alternative version of ourselves in other parts of the multiverse. Some of them tend to be nastier."
Matt glared at that before stomping over. “Everything you know, now!" he snapped‏.
"By the sounds of it, the Cryotek you're dealing with is the one who comes from Primax 707.1," said Cryotek as he started cleaning some glasses, "From what I've heard, that particular Cryotek is a crafty one, a master criminal organizer. When it comes to staging grand theft or tapping into ancient tech, few can match him. He's a skilled engineer, particularly when it comes to crafting bodies. Devilishly handsome and charismatic for a lowtech as well."
"Oh please, talk about being in love with yourself. Anything useful?" snapped Matt, not noticing that his new claws were tearing holes in the supposedly-invincible bar top.
"Well, he isn't just called Cryotek because of his research into cryogenics. His ice-based weaponry is best measured by your human units of Kelvin."‏
"We didn’t have too much trouble getting through his fleet," said Dante cockily, only for Cryotek to say “Axiom and its linked verses are very, very far away from the NSC. He overextended his reach and didn’t expect your ships. You won’t surprise him again," said the Transtech Cryotek‏.
"So what big treasure could he be after that requires kidnappin' all of us?" asked Applejack.
"I haven't the slightest idea," said Cryotek, "But I don't think he was chasing the wrong trail."
"Now hold up, how do you know about the NSC?" demanded Matt.‏
"You’re not the first ship to run afoul of our quantum net. One of your military exploration ships flew into it. Sadly, one of the systems shut down before the crash landing was the dampeners,” Cryotek said, the two mercs wincing. Without dampeners, the crash would have turned the crewmembers into jam.
‎Just then, Dante felt a lightbulb go off. "Did the ship survive more or less intact?" he asked.
"Asides from the computers' programming being fragged to pieces, its hard drives ought to still be working," said Cryotek.
"And where is it being kept?" asked Dante.
"Most of it’s in the Heap," said Cryotek‏.
"What's the Heap?" asked Dante.
"The lowest level of Axiom Nexus where all the junk filters down to. And I don't mean just the inanimate stuff. Not a place to be going on a whim, even if you're a robot. Nobody would want to go there unless it's crucial. The ones who don't have an easy means to get back out usually never come back," said Cryotek.
"And they took the ship there?" said Dante.
"As I said, most of it. Due to the criminal element, the ship’s hard drive was removed and taken under the jurisdiction of Shockwave." said Cryotek‏.
"And who is this Shockwave?" asked Dante.
There was a long pause before Cryotek said, "Listen, fleshy, this is for your own good: stay away from Shockwave. He's the one Transtech you don’t want to get the attention of. He could keep you from ever leaving Axiom Nexus if you're lucky."‏
"We're not leaving anyway unless we get that ship. The wormhole’s at the border of the uncharted sectors on or side have things that make the quantum net look tame. We need a NSC ship to get past them intact," said Dante gloomily‏.
"Then you'll need to take it to someone who can fix it up," said Cryotek, "And you're not likely to find someone on the open market willing to do that."‏
"Can’t be done anyway. The first official warships from the NSC navy needed unique drives...to stop exactly what we're planning. We need the original drives, so we need to get those drives," said Dante‏.
"You have no idea what getting them from Shockwave will involve," said Cryotek.
"There isn’t any choice," said Matt gloomily‏.
"Then you're going need such a peculiar twist of circumstances that it could be called a miracle," said Cryotek.
"No...we need a distraction," said Dante‏.
________________________________________
Axiom Nexus Security wasn't the most glamorous position, what with no civil war on this Cybertron. It had been too long since there's been a Marauder raid or something. But today promised to be anything but dull.
Reports had come in of several explosions in a building project in the south districts. Nobody had been hurt yet but the explosions were getting close to doing so‏. Wanting a fast response to this, Chief Security Administrator Cheetor went himself. He was also able to get some backup in the form of Inspector Airazor.
"Ok, I can see it, whoever our little explosives expert is. They’re not slowing down. Another blast...and it’s getting close to some energon silos," said Airazor over the channel‏.
"Whoever or whatever's behind this needs to be stopped before the damage becomes irreparable," said Cheetor.
"Ok, you're almost there. I can see what’s doing it, looks like the lizard thing we were told tore up a secure quarantine booth at the hospital near the welcome center," said Airazor calmly, "It’s just round the next bend for you."‏
Cheetor put on more speed, which his vehicle mode was more than able to provide. "Weird...he should be reacting...Chief Inspe-" began Airazor before the line went dead.
Cheetor slowed down before reverting to robot mode. "Airazor? Are you still there?" he asked as he tried boosting the signal of his comlink. He drove around the corner at that only to see the reptile creature from the report...and it was simply standing in the street, waving a small stick. Cheetor glared, his advanced sensors able to detect the basic function of the stick. Obviously, this wasn't some stupid animal.
"Got your attention?" said the lizard creature, apparently wearing some kind of cape.
"There are serious penalties for wanton destruction and disruption of police affairs," said Cheetor sternly.
"What about saving a planet from a jerk?" said the dragon, calmly strolling back and forth‏.
"If there were any serious threats to Cybertron, we would have known about it by now," said Cheetor.
"No, but there will be. My buddies and me need a ship. There's one in the Heap, but your pals at whatever the equivalent of internal security are have the hard drives for the ships navigation. I want those drives back so we can go save my friends planet from a local you should have been monitoring," said the creature calmly‏.
"You think I would just help someone out who's just made a public nuisance of themselves?" asked Cheetor.
"Let me put it this way: one of the people you should be monitoring is acting as 'ambassador' to you guys. My people will follow him back here," snapped the figure‏.
"Your people," repeated Cheetor with doubt.
"The NSC. I suppose you guys don’t get us much. Let me know how being nuked by a planet cracker goes for you,” said the figure, turning to leave apparently‏.
"I think you overestimate your race's power," said Cheetor.
"Oh, I don't think so. They're just as good as razing planets as the next lot," called the figure.
"No, I mean your race's navigational power. The NSC has only been able to venture onto a fringe part of the Malgus universal stream. I doubt they could figure out the advanced transwarp physics required to reach this Cybertron," said Cheetor.
"We don’t need to. This guy will be taken down...and when he is, the NSC will go through his flight logs and take his ship’s drive apart. And when they do, you think they'll be happy when they arrive?" said the figure coldly‏.
"Wait, who are you talking about?" asked Cheetor.
"Let me tell you this. You think we're primitive, sure, do that, but at least we keep an eye on local villains. You can’t even be arsed to keep an eye on your Cryotek versions," snapped the figure‏.
Cheetor did a quick look at the multiversal database. "The only Cryotek that could be a threat to your race is supposed to be trapped between dimensions," said Cheetor.
"Newsflash: Nullspace is between dimensions," said the figure sarcastically, “Oh wait, you not only don’t bother to keep track, you dump them on our doorstep."‏
"Do you expect us to know every single crevice of the omniverse?" asked Cheetor, "It's a hard enough task monitoring our multiverses without worrying about other multiverses. Cryotek is supposed to be suspended in the void between dimensions. He shouldn't have been able to escape, he barely had enough power to survive there."‏
"We live there...and if you think the NSC are bad, you'll be in deep shit if he pisses off the Combine," said the figure angrily‏.
"Look, do you think it's our job to make sure no Cybertronian villain escapes our multiverse?" asked Cheetor.
"Yes!" snapped the figure.
"Well, I'm pretty certain your NSC isn't any more omniscient than ours," said Cheetor, "We monitor the other universes for any threat that's larger than the local group of Autobots or Decepticons can handle, typically the dimension-spanning threats, and send special reinforcement if it's needed. Most megalomaniacs dream of conquering all of reality, but few ever are in the position to do so and this Cryotek should have failed his chance quite some time ago. What world of yours is he attacking anyways?"
"Er, well, it's not really one of our worlds," said the figure.
"So now you are judge and jury too?" said Cheetor.
"Hey, at least I'm trying to be responsible," snapped the figure.
"Responsible? What would your kind know of responsibility? We've observed the NSC and their skirmishes with the Malgus Decepticons. You're not even trying to distinguish the few Autobots mixed up in your crossfire," said Cheetor.
“12 billion,” said the creature simply, causing Cheetor to pause, “That’s how many were dead by the time we managed to get the navy in. Would you bother to distinguish if that was the body count on your side?"‏
"Not all universes are meant for colonizing. Perhaps you should have looked before you leaped," said Cheetor.
The creature turned at that, the 'cloak' spreading out into wings before it leapt forward, knocking Cheetor back. “WOMEN...AND...CHILDREN...UNARMED CIVILIANS!” it roared.
Before it could attack again, a twin-nose jet practically dropped on the creature, shifting into robot mode just before impact. "You are under arrest for wanton destruction, false alarm making, and assaulting an officer," said the bot as she tried to clip some Minicon-sized status cuffs on the creature.
The creature just snarled before easily snapping them. "I’m sorry, it’s rude to interrupt," it snapped before punching Airazor in the face before an aura surrounded it and pulled him off.
"Matt, back off," said Twilight, her three magic projectors shimmering as she stepped out, "This is not helping our case."‏
"Is this with you?" snapped Cheetor.
"Yes, he's our friend who's been helpin' us try to get back home," said Applejack as she walked out.
"He has a strange way of going about it," snapped Cheetor, Airazor saying dizzily “Got a good right hook though."‏
"For the record, I suggested a more civil means of contacting you than making a menace of himself," said Rarity as she stepped out.
Cheetor nodded before pausing, "Wait...you're the one from the welcome center last week. The one the ID bolts couldn’t analyze."‏
"They didn't have any easy job with us either," said Applejack.
"We really need to get home. This Cryotek attacked our world for no reason...and turned us into this," said Twilight‏.
Cheetor turned towards Matt and said, "You could have been more descriptive with what havoc Cryotek was causing."‏
"You just told us that 12 billion is just a statistic? What’s another planet after that?" said Matt darkly, made worse by the fact he had a point‏.
"The difference is that you stumbled into the Malgus stream while Cryotek-" started Airazor.
"Not helping, Airazor," said Cheetor before rubbing his forehead, "This is gonna mean a nightmare of paperwork."‏
"We just need those starter drives. That cruiser is intact from what I hear. It'll get us all the way back, maybe even find Miss Sparkle’s other friends," said Matt, calling down but still glaring‏.
Miss Sparkle?" asked Airazor skeptically.
"Shut up! Look, the drives are apparently in the care of somebody called Shockwave..." said Matt before pausing as the two officers looked shocked‏.
"I think you need to consider finding another ship," said Cheetor, "You have no idea what Shockwave could do to you if he finds you interesting enough to study, let alone trying to steal from him."‏
"We'll be shot down if we try one of your ships," said Matt simply‏.
"Then get another ship," said Airazor, "Hey Cheetor, isn't there an old X-Wing he can take?"
"I wouldn't send a salvage drone off in that ship," said Cheetor.
"A one-man stub fighter...for 5 people plus two combat mechs...oh and Star Wars tech is illegal in the NSC," said Matt cheerfully‏.
"Well, at least you're not completely backwards," said Airazor dryly.
Matt glared at that. "We...need...those...drives. I'd prefer to do it without blowing crap up, hard as that is to believe," snapped Matt‏.
Cheetor sighed and said, "I suppose there may be some forms to sign to make Shockwave relinquish those drives."
"Uh, I'd like to get back to that planet before it's reduced to a cinder and I'm not sure if dragons are supposed to be as long-lived as they're said to be," said Matt.‏
Cheetor glared at that before realizing that, if Shockwave

have the drives, he'd make it as hard as possible to even look at them. "Fine..." he said reluctantly.
"Great, you can get off my back now, miss," said Matt.
"No, you're still under arrest," said Airazor.
"Hey, we're on the same-" snapped Matt before Airazor slammed his head into the ground, "Ow! Police brutality! Police brutality!"‏

Dante couldn’t help but laugh when the group came back. “So, how long will he be locked up? Oh, and will he be in the jail or the reptile house at the zoo?" he teased happily‏.
"Oh, maybe a solar cycle," said Twilight, "I think that's about a day."
"Good, he's our pilot so we'll need him, mutant freak or not," said Dante‏.
"What, you can't fly?" asked Applejack.
"Not with Lynch’s skill, as much as I’d love to leave him here," said Dante gloomily‏.
"I wasn't plannin' on leavin' him, just wonderin' why you had him do all the flyin'," said Applejack.
"Cause he’s a better flier...just his landings need work, that’s all," said Dante‏.
"So, how are we supposed to get those spaceship parts?" asked Rarity.
"Well, we need to get inside first," said Matt, looking thoughtful, "By the way, what the hell’s a MacGuffin?" pointing out a sign on a wall and jumping as a blast of plasma incinerated it. "I need to control that," he said sheepishly‏.
"A MacGuffin is an item of usually indeterminable origin, but great significance. They usually contain great power of some kind," said Cheetor.
"Well, we're safe then," said Dante calmly.
The mares exchanged nervous glances before Rarity said, "Any suggestions about how we do so?"
"Miss, I think you'd best wait back here," said Dante, "You don't have enough firepower to cover yourself when a fight breaks out."
The others gave him a look. "What? There's bound to be a fight, particularly if Lynch is involved."‏
"I object to that comment," snapped Matt, slapping Dante across the back of the head and jumping as Dante was sent sailing into some rubble. “Oopsie," he said to the glaring mares.
"I am not useless, I'm just...out of my element," said Rarity.
"That's puttin' it mildly," said Applejack, glancing about at the bustling city.
"Rarity, perhaps you should focus on another part of our mission, like finding that ship," said Twilight.
Dante said dizzily, "I can help with that, mummy."‏
"You have been warned about the Heap, right?" asked Airazor.
"I am in one hell of a bad mood. I’ve been set on fire by farts, put up with a moron for a partner and punched into a wall. Anyone gets in my way, I'll blow their ball bearings off!" said Dante before yelling the last part‏.
Airazor briefly glanced at Dante before saying, "He'll be fine."‏
Dante and Rarity headed off at that, Rarity wisely staying a few steps behind. "Ok...so how do we get into this Shockmoron’s lab?" he said, the others looking surprised before looking a little scared. "What? Like we have anything to worry..." he said before a dozen charging noises were heard. “He’s right behind me, isn’t he?" Matt said bluntly‏.
"You are not difficult to find," said a cold voice. Matt turned around to see a tall purple cycloptic Cybertronian with two large blaster attached to his shoulders, both of them aiming at Matt. Behind him were tall, heavily-armed, and utterly silent troopers.
"Oh....biiiiig…" said Matt in a tiny voice‏.
"I believe Cheetor had inadequately stated the charges on you. He neglected to add that you've smuggled in several living MacGuffins and a possible Prime," said the purple bot who was doubtlessly Shockwave.
"A what now?" said Matt innocently‏.
"Don't pretend to be ignorant. You're almost a MacGuffin yourself," said Shockwave, a gleam of scientific curiosity in his single optic that made Matt rather uncomfortable.
"I’m not a MacGuffin, I'm a Lynch...and depending who you ask, a raging psychotic," said Matt loftily‏.
"Then perhaps you'd like to explain how you just happened to transform into a dragon for no apparent reason," said Shockwave.
"I'd like to know that too. Last time it was ca...wait, I don’t have to tell you jack shit. Fuck off, toaster!” snapped Matt, kicking Shockwave’s foot and hopping on his other with a yelp.
"I'll add 'assaulting a military officer' to the list of charges against you," said Shockwave, "Now come along quietly and I shan't have to do a dissection."‏
"Touch me and I'll bite your fingers off!" said Matt bluntly before Shockwave’s hand covered his entire head and lifted him up. “I see the flaw in my plan but I still claim moral victory,” said Matt’s muffled voice, crossing his arms‏.
Now, the two of you shall be coming along," said Shockwave, indicating Twilight and Applejack.
"This could be taken as a declaration of OW..." said Matt’s muffled voice before Shockwave zapped him‏.
"Your rights are void, criminal," said Shockwave.
"Military police brutality!" snapped Matt, yelping as he was zapped again‏.

The Heap, or the Indirect Reclamation Zone as it's officially known, was considered no bot's land for good reason. It was pretty much a wasteland in every sense of the word, particularly that it had an enormous amount of scrap that has been left rusting for years.
Dante however felt in his element. His world had unfortunately been classified as Class Z after a zombie outbreak so seeing such wastes just reminded him of home. "Smell that air," he said, pulling out a handheld scanner before turning back to see Rarity still in the travel lift. “What? It’s just dirt. It was alot worse back at my Earth," he said‏.
"It just looks so...unsanitary," said Rarity.
"You're a robot now. You don't have to worry about getting germs," said Dante.
"But..." began Rarity before Dante caught on.
“Oh...is someone scared of getting dirty?" he teased‏.
"It takes a lot of effort to maintain a pristine appearance," said Rarity.
"Well, tough. We'll take you to a car wash later,” snapped Dante, grabbing her and trying to pull her out‏.
Rarity clung to the lift and said, "I'm not stepping out into that garbage dump."‏
Dante glared before grabbing a handful of dirt. “Then the dirt comes to you," he said, tossing it at her‏. The dirt stopped in midair as a bright blue glow enveloped it. "What the-" started Dante before the dirt was flung back into his face.
"I may still be a robot but I still have my old tricks," said Rarity before her horn pulsed. "Hello? What's this?" she asked before jumping out and following her horn like it was a divining rod.
"What the hell are you doing?" asked Dante scathingly as he wiped his face‏.
"It appears there are some gems here of some variety," said Rarity.
"Here? The only gems will be the crystals in the engines of that battlecruiser we're after," snapped Dante, before pausing.
"Well, that would certainly be worth looking for," said Rarity.
"Lead the way," said Dante, checking his rifle before looking up. “Wait...one more thing," he said, apparently aiming at Rarity.
"Wait, what are you doing?" asked Rarity.
"Hold...still…" said Dante carefully before firing, sparks appearing from midair beside Rarity, before a Cybertronian, minus its head appeared. Rarity stared at the robot crumpled over. "Don't forget, this is a lawless zone. We'll be lucky to get halfway to that ship without whole gangs showing up to strip us apart," said Dante.
"You didn’t have to shoot him," Rarity said in horror as Dante kicked the robot to make sure, before pumping a few round into its spark chamber.
“Ok, next time I'll let them do horrible things to you." he said sarcastically‏, "And I'd find a way to upgrade yourself. Don't want to play escort to dead weight all the way there."
Rarity glared at that as the group walked onwards, deeper into the wastes...

Rarity shuddered as Dante fired a burst above them, something sent skittering away. "No wonder they keep people to the city. Hate to see this on the tourist brochure," he muttered‏.
"What's the worst sort of creatures they could have down here?" asked Rarity.
"How should I know? Couldn't be anything bigger than them at least," said Dante.
Rarity shuddered before pausing, a tiny metallic creature staring at her from a pile of junk. The creature had a large round head with equally large eyes on a small spider-like body. "Oh, hello little thing," said Rarity, "Are you looking for food?"‏
The creature cocked its head before scuttling away.
"Hey, horseface, we're not here to make friends with vermin," said Dante rudely.
"Urgh..." muttered Rarity before continuing to follow, Dante snapping “Keep scanning, we need that ship."‏
"Alright, alright, there's an art to this you know," said Rarity before she turned on her gem-finding spell.
The group carried on slowly, not noticing that there weren’t just vermin watching them.

The Heap certainly did have a large collection of bandits, bots who had been forgotten by the Transtechs and left to eke out an existence down in the dumps. "Why did we have to be dumped on this world?" grumbled Cutpurse, "They couldn't have just sent us back home, could they?"
"I dunno, maybe cause we tried to rob one of their banks the minute we landed?" said one of them others, called Slasher.
"It's not like they were spending any of their money," said Pickpocket.
Slasher just facepalmed at that. "Look, we should just make the best of things for now. It’s not like two idiots are going to fall right into our laps," he snapped before the two paused, watching as a human and a small Cybertronian quadruped walked past their hidey-hole. "And it’s not like it'll rain energon cubes on us suddenly," said Slasher casually‏.
The trio looked up expectedly before Cutpurse said, "C'mon, let's just get them before the scavengers do."
"Uh, aren't we the scavengers?" asked Pickpocket.
"Shut up and roll out...and keep a low profile. That organic’s gun looks nasty," snapped Slasher‏.

"How much longer is it gonna take?" griped Dante.
"As long as it has to," snapped Rarity, Dante's attitude and the disgusting state of this place wearing thin on her nerves.
"Good, just hurry up. The sooner we're behind 30 feet of NSC armor, the happier I'll be," said Dante, keeping a look at their surroundings‏.
"Assuming your ship hasn't been used as a trash bin," said Rarity.
"I doubt it. We're not that unlucky," said Dante calmly, before snapping, "Now less talking, more scanning." A skittering noise was heard at that, the duo turning to see the robot skitterers Rarity had seen earlier‏. "Oh, great, wasteland critters," said Dante sarcastically, "Please tell me they're not here to sing a song or something sappy."‏
More and more of the 'critters' continued to emerge though before they all opened their mouths to show rows of rotating buzzsaw teeth. "Uh, I think they found the food they were looking for," said Rarity with worry.
"Oh please," muttered Dante, firing a grenade into the horde and sending them scattering, though the fact that their eyes were still visible indicated they hadn’t gone very far.
"Those creatures remind me of parasprites, I hope they're not as hungry as them," said Rarity.
"What is there to eat around here?" snapped Dante before paling as Rarity said weakly "Us?"
"You can move faster with that scanning, right?" asked Dante.
"Well, I suppose I could skim, though I won't be able to home in precisely," said Rarity.
"How about we get to safer ground then you can narrow the search?" suggested Dante.
"Wait...it’s close...there," said Rarity, before pointing...to a ravine edge‏.
"Of course, it couldn't be easy, could it?" grumbled Dante.
A metallic buzzing was heard at that, the two turning to see more of the creatures heading for them. “Run," said Dante simply‏.
Rarity didn't need more encouragement and quickly sped off, her four legs making her more stable on the shifting junkscape. Dante ran close behind as fast as he could, the two scrambling as fast as they could from the hungry scraplet swarm‏. Dante fired back at them, but the few he hit barely made a dent in the swarm.

However, on a ridge, the three bandits were watching. “Well, what do you know...a scout and some human," said Slasher smugly.
"But look at the two of them. They don't look like they're carrying anything worthwhile on them," said Pickpocket.
"I’m more interested in what they're looking for. The quadruped’s scanning for something and if it’s important enough for an escort then it’s worth taking....and if those scraplets eat them then we'll never find it," said Slasher coldly‏.
"And what if the scraplets decide to have us as the second course?" asked Cutpurse with worry.
"You honestly think we've lasted this long hiding in their territory by luck?" said Slasher smugly, unclipping an orb from a hidden compartment‏.
"We were in their territory?" asked Cutpurse.
"Yup, now I'll show you how. Remember, till I say otherwise, we're their best friends," said Slasher warningly, tossing the orb out where a shrieking noise filled the air, causing the scraplets to apparently panic, running into or even attacking one another.
"Didn't think scraplets were vulnerable to sound," said Pickpocket.
“They are if you know the frequency," said Slasher‏.
"So we're just gonna wait until those varmints eat those guys?" asked Pickpocket.
"No, get down there and get them out of harm’s way, NOW!” snapped Slasher‏.
"Why me?" asked Pickpocket.
"Why not? You want the loot to get chewed up?" snapped Slasher. ‏
Pickpocket gulped before transforming to his vehicle mode, a dune buggy, and driving down towards them, all the time muttering to the Allspark that the scraplets wouldn’t snap out of their panic and see him. ‏

Dante and Rarity had reached the edge of the crevice before the swarm came down on them. "I'll give you a golden horseshoe if you say the ship isn't down there," said Dante as he turned back and shot at more of the scraplets.
Rarity just gulped before managing to cast a magical flare down, the light briefly revealing what looked like a supersized version of a submarine conning tower, only more...organic. "Oh, come on," groaned Dante before a high pitched whine filled the air, causing the two to cover their ears...which was more than the scraplets did, apparently freaking out big time‏.
Rarity looked up to see a dune buggy heading their way. "Is this a rescue?" she shouted over the whining.
"I wouldn't count on it!" Dante shouted back.
"Get in me if you want to live," said the dune buggy before yelping as Dante aimed at it.
“If this is a trap, you'll need more than detailing when I finish," he said nastily‏.
"Uh, would you believe I'm doing this out of the goodness of my spark?" asked the buggy.
"No, I wouldn't believe it even if you were organic and we weren't in a scrapyard or about to be eaten by metal bugs," said Dante.
"Oh, be quiet. It’s better than being eaten," snapped Rarity, climbing in before wincing as something went 'squelch' as she sat down. "Please tell me I didn't just sit in something," she said.
"You didn’t just sit in something," said Dante bluntly, getting in and standing in the other seat, bracing himself and his gun against the roll bar. "Move it, tiny," he called, noticing some of the scraplets apparently getting their marbles back together. The buggy didn't need any encouragement and quickly started rolling.
After a few minutes’ drive, the trio had turned up at what looked like an abandoned Cybertronian ship, gaps in its hull and the lack of engines indicating it had been gutted years ago.
"I've seen roaches check into better motels than this," said Dante.
"I’m sorry if it doesn’t meet your standards," said a cultured voice, the two turning to see a Transtech standing behind them.
"What's a hi-tech guy like you doing in a dump like this?" asked Dante.
"Don't be so rude," hissed Rarity.
"A...misunderstanding with the security services. Till it’s all sorted out, I have to stay here," said the Transtech calmly, "Allow me to introduce my companions, Cutpurse and Pickpocket."‏
Cutpurse, who was sitting nearby, raised a servo and said "'Sup?"‏
The dune buggy said, “I'd shake your hand but you're standing on my foot."‏ Rarity quickly hopped out of the vehicle. Dante hopped out too before the buggy transformed. "Ah...finally...why does my vehicle form have to put my feet as the seats?" Pickpocket moaned‏.
"Could be worse. It could be your hands instead," said Cutpurse.
"Enough, you're boring our guests. So, what brings you to scraplet country?" asked Slasher‏.
"Scrounging," said Dante before Rarity could say anything, "I heard this is the best place to find some scrap material that they don't sell upstairs."‏
"Strange, plenty of scrap dealers in the main city. There's no restrictions on scrap as far as I am aware," said Slasher smugly‏.
"Oh, we're very picky about the type of scrap we're looking for," said Dante, "Not just any piece of metal would do."‏
"Indeed, my creations only need the finest material," said Rarity suddenly, "Artists need the best."‏
Cutpurse and Pickpocket rolled their optics and said in an exasperated tone, "Artists."‏
"Is there something wrong with artists?" said Rarity haughtily‏.
"Other than the fact that they usually turn off their logic circuits?" asked Pickpocket dryly.
Dante, quickly getting the scheme, said coldly, "Miss Rarity is very specific, enough to hire the best. If you insult her again, I will be forced to blow your kneecap off and remove your voice box.” winking at Rarity.
"Believe me, he's brutish enough to do it," said Rarity.
"I'm not paid for my personality," said Dante coldly, to the internal amusement of Slasher. As if an artist would come personally.
"So, what type of metal are you looking for so exclusively?" asked Slasher smoothly.
Rarity paused at that, before saying, “Precious metals, platinum, that sort of thing."‏
"Precious metals? Down here? Even I don't buy that," said Cutpurse.
"You’d be surprised what ponies throw away," said Rarity‏.
The three scrappers looked at Rarity, causing her to mutter, "Oops."
"Oh, you know how crazy artists are," said Dante, "She has a tendency to think like a horse. Faulty insulation from her beast mode programming."‏
"Of course, so...why this sector? The scraplets'll eat anything with metal in them," said Pickpocket, showing unusual thinking ability.
"Well, I can't pick where my-" started Rarity before Dante butted in, "Metal detector. She's fine-tuned her metal detection ability to look for gold, silver, and whatnot. Kinda wish I had one like her back on Earth."‏
"Of course, you’d realize this place is where they dump the old ships. No gold here. Everybot knows that," said Slasher smugly‏.
"Well, I'm an offworlder, what would I know?" said Rarity.
"Then you should be in the city...unless, there's another reason...like the ship at the bottom of the ravine?" said Slasher smugly, his fingers extending into his namesake’s claws‏.
‎"Precious metals on a ship? I thought there wouldn't be pirates here," said Rarity.
"That ship was dumped here stellar cycles ago...and it’s made of something the scraplets can’t stomach. Nothing is that secure unless something valuable is on it. And now someone with the same symbol on its gear has turned up," said Slasher, pointing to Dante’s shoulder‏.
"What? This old thing? I got it at a retail store," said Dante.
"Organics, they always presume we can’t tell how old some armor is...and that’s brand new," said Slasher smugly, before making a swipe as Dante raised his rifle to fire, the rifle falling into several neat slices‏. "Now, let's move on past the niceties. The two of you know how to get on that ship and we are going to the valuable stuff aboard it," said Slasher.
"You think just because you're bigger than us you can push us around?" snapped Rarity.
"Oh, we don't have to be bigger than you to be a threat. Those scraplets are smaller than you and they can be quite deadly if you don't have a way to repel them and I doubt you'll be able to manage it on your own if I just booted you out now," said Slasher.
Dante glared at that, his hand slowly inching to his grenade belt. However, Pickpocket had very acute optics and was able to see what Dante was reaching for. He pointed his gun at Dante and hit him with a concussive blast.
Rarity yelped as Dante went sprawling. “Ah, ah, ah...be gracious guests or I’ll have to ask you to leave, one bit at a time," said Slasher evilly.
"That treasure is no good to you," said Rarity.
"I'll be the judge of that. Lead on, Equinicon," said Slasher.

Meanwhile, back with our other heroes, Matt was busy being a guest of Shockwave's division and he was making sure the scientist regretted every second...helped that so far, his scales had proven impervious to the scientist’s tools. He was doing one thing that his commanders had told him would be considered treason, the reason anyone going after him had orders to gag him on sight: he was singing.
The atrocious noise was almost enough to fry Shockwave's circuits. If he didn’t have a white noise projector in his lab, things would have gotten rather messy. His guards had not proven as lucky, at least two having run away screaming before the projector had been powered up.
‎"Note to self: first part to remove from organic subject, voice box," said Shockwave.
Matt smirked. "Let me go or I sing 3000 bottles of beer on the wall," he said, before, to Shockwave’s surprise, Twilight yelled "NO!"‏
‎"Please, Ah can't take more of it," groaned Applejack.
Shockwave paused before looking at the others and reaching a finger towards the projector to turn it off. "Then please, cooperate...or I turn the projector off," he said‏.
"If you expect us to reveal the secret of making ponies into robots, we don't even know it ourselves," said Twilight.
"That would be a start but I am more curious as to why you were made," said Shockwave‏.
"How the heck should we know?" asked Applejack.
Shockwave turned the projector off at that, only to glare as Matt stayed silent with a smirk. “I don’t do requests,” he said cheekily‏.
"Seriously, we got abducted from some whackjob super villain who messed with us for who knows what reason. Ah don't even remember bein' put in this body, which is probably just as well," said Applejack.
"Your memory banks were damaged in whatever was done," said Shockwave, looking at his readings, “Naturally, you will not be able to leave Axiom Nexus. Not until these energy signatures are analyzed, which should take 443 stellar cycles."‏
"I'm not waiting over a year. My home needs me now," said Twilight.
"I said stellar cycles, not solar cycles. That's about a year in your time units," said Shockwave.
"Ok, that's even less acceptable," said Twilight, "I'm a princess and I demand to be let go."
Shockwave looked at her at that, "Princess...is that your Cybertron’s word for ‘Prime’?"‏
"We're not from Cybertron. We were organic lifeforms from Equestria," said Twilight.
"Well, that's no longer the case, but your previous rank may make you Prime material," said Shockwave.
"Well, Fortress Maximus did call me-" said Twilight before Applejack gave her a warning look.
"Hmm, in that case, I suppose I better give you a routine Matrix check," said Shockwave before coating his servo in a sterilizing agent, "Now, just remain still and you should feel a minimum of discomfort."‏
"Oi! No touchy! Her system’s in NSC territory!" snapped Matt‏.
"I don't see your name on them," said Shockwave in a rather childish tone, perhaps a sign that Matt's singing had slightly unhinged him.
"I said no!” snapped Matt, trying to pull free.
"You know, that projector can do more than neutralize sound," said Shockwave before sending a wireless command. Immediately, Matt's containment cell started projecting an extremely high-pitched sound that soon had Matt to his knees. Matt covered his eyes, soundlessly screaming, his eyes feral slits. Eventually, the sonic blast knocked him out.
"You'll pay for that," said Applejack as she strained against her restraints.
"He is unconscious right now, unharmed except for a temporary deafness for when he awakes," said Shockwave, "I do try to keep specimens in pristine condition before I work on them."‏
Cheetor was also present, if only for questioning and said in shock. "And if the NSC find out? If one of their teams got here, others can too." ‏
"Unless his longevity mirrors that of other draconic species, I doubt he'd live long enough to tell about this," said Shockwave.
"Ah think what Cheetor meant was that I doubt they’d take kindle to comin’ here to find out you cut up one of their kin," said Applejack‏.
"The NSC still stumble around their section of the omniverse. The odds of them finding out how to get into one of the interior timestreams, let alone ours is microscopically small," said Shockwave, "Besides, we have sufficient technology to repel them if need be."‏
Matt groaned at that, chuckling, “Last I checked...we were winning hands down." before Shockwave turned. "25 battles...15 wins," he laughed, the sound blast having caused a few screws to come loose in his head‏.
"You have a considerable sensory recovering factor," said Shockwave, clearly unperturbed by what Matt just said.
"You touch me and the NSC navy will turn this entire sector to fucking molten slag,” said Matt darkly‏.
"And what value could you be to the NSC that they'd wish to inflict genocide?" asked Shockwave.
"Well, look at me. How many of my kind do you think they got over there? And splitters don't count. They don't breathe plasma," said Matt.
Shockwave peered closer. His scanners could detect the automatic tracker from the creature’s nanites but as such signals were one way, there was no way to tell if it was being received. There was an equal chance that a battlegroup was already on its way to recover their wayward trooper...especially if his abilities were unique.
"There may actually be some truth to that," said Shockwave, "Well, I suppose I can't keep you for long. Just long enough to extract some cloning material."
"Hey, only one Matt per multiverse. You'll rip reality to shreds," snapped Matt.‏ Shockwave paused at that, unsure if the creature was bluffing or not. "Or at the very least it'd mean the end of your civilization," said Matt, "Seriously, how can you even imagine there being more than one of me in the same place?" Shockwave visibly shuddered at that.
"Besides what would we gain out of studying his biochemistry?" asked Cheetor.
Shockwave gave him a sharp look and, "You are not here to judge, captain. You are on thin ice at the moment and I suggest you withhold your input unless it counts."‏
"Weaponized plasma...nanotechnology eons ahead of your own,” said Matt in a dull voice.
"Preposterous, no organic could surpass Cybertronian technology, especially Transtech technology," said Shockwave.
"Atlantean biotechnology is 2540 years ahead of your most advanced research," said Matt in the same monotone voice‏.
"Atlantean? As in the organic colony that sank itself?" asked Shockwave derisively.
"In one reality...my memory does not extend that far. My systems are limited to what information my host has," said 'Matt'‏.
‎"I'm not surprised such advanced technology has a separate mind considerably more intelligent than its host to operate it," said Shockwave.
"Note, under Atlantean martial law, attempting to sample or clone Project Khan nanotech is classified as a hostile act," said Matt dully‏.
"Atlantis is long dead," said Shockwave dismissively.
"Non-compliance noted," said Matt calmly before simply leaning back.
"In the meantime, identifying the method of converting non-humanoid organics into functional Cybertronians will be a great asset," said Shockwave as he approached the mares.
"Attacking timeline alphas is a criminal offense," said Matt dully.
"Somehow I liked it better when Matt was actin' loony," said Applejack.
"You are not authorized for this timeline," said Matt dully‏.
"Ok, can you switch his personality back on? He's starting to creep me out," said Twilight.
"Why would I want to do that?" asked Shockwave.
"To prove you can," said Twilight.
There was a long pause before Shockwave said, "You are cleverer than I had surmised."‏
The VI in Matt’s mind however was hard at work, it had slowly been leaning into the restraints, stressing them without even a squeak. Contrary to its perceived emotionlessness, it was capable of tapping into a dragon's fury, once it had gotten access that is. It had also accessed the situation as logically as it could. This 'Shockwave’ was no doubt going to remove and reverse engineer it as well as the timeline alpha's. This was unacceptable. Diplomacy had clearly failed, that left one remaining avenue of response.
Shockwave motioned for one of his silent troopers to remove Matt from his pen and place him in storage. Matt seemed indifferent at first, but once the white noise projector was shut down, he let out an ear-splitting bellow. The guard staggered back before Matt shot upright and shoved his clawed hand through its head, spinning the body to absorb fire from the other guard. "Your lack of cooperation has been noted. I am authorized to neutralize all threats," he said coldly‏.
"And I am authorized to terminate test subjects if necessary," said Shockwave before pressing a button.
A large panel of the wall shifted apart, revealing a round container with a slightly M-shaped hatch on the front. "A Plasma Energy Chamber? Aren't those strictly contraband?" asked Cheetor.
"Plasma energy is not a MacGuffin, it is understood technology and I have gained a sufficient understanding of plasma energy," said Shockwave.
Matt simply cocked his head like a confused bird before grabbing the container, the field starting to diminish. "This weapon is flawed," he said‏.
But soon, the field began to grow stronger and Matt started feeling weaker. "I had a feeling your plasma powers including plasma absorption," said Shockwave, "But the absorption program of this PEC is stronger than your own. Which is just as well, because the energy within this container would be more than sufficient to overload your natural reserves, which is not something I wish to happen in my lab."‏
"You will not succeed..." said Matt darkly, before he shoved his fist through the PEC, making for the door.
"Stop him, containment fire only," commanded Shockwave.
Two guards lunged at him, only for Matt to flip past them, raking his claws along their chest sides as he went, disabling them before jumping up and into a vent. "Y'all having trouble?" said Applejack smugly, glad to see this jerk having trouble‏.
"Your friend has a limit range of movements. He will not be able to escape Axiom Nexus and the authorities will be in hot pursuit," said Shockwave, "For his sake, you better hope he's captured quickly. Among the Decepticons, I'm one of the least likely to prefer destruction over capture. There are several other military officers who would have no qualms in reducing your friend to carbon waste."‏
"Shockwave, he broke out of here without even trying...or whatever is controlling him did. That’s not an organic mind at the controls," warned Cheetor, saying, “I’m not going to place my officers at risk going after that thing."‏
"Shall I call for other military officers then? I'm sure Brawl and Onslaught will relish the challenge," said Shockwave casually, "I suppose if we're desperate, I could contact Megatron. But I'm sure no one here wants that."‏
"He's like a spooked timber wolf. We got one on our farm back home. Y'all chasin' him will just get your bots and him hurt," said Applejack‏.
"Are you suggesting we use bait then?" asked Shockwave dryly.
"Ah don’t see you havin' much choice unless you want to explain to this here Megatron y'all let an armed monster loose," said Applejack.
"Of course, it's a simple plan, set up bait for a dragon. We'll just chain up a princess where he can..." said Shockwave sarcastically before his head turned towards Twilight, "Ah, I forgot, we do have a princess available."
Twilight gulped at that.

Meanwhile...

"Ok, let’s keep moving, don’t want to get left behind, eh?" said Slasher evilly, Dante and Rarity being led through the heaps wastes and down a path into the ravine. "Ok, just in case...Pickpocket, go see where the defenses are this time," ordered Slasher‏.
"What? Why me?" protested Pickpocket.
"Because you're faster on your wheels than Cutpurse," said Slasher.
"Oh, sure, like I couldn't move faster than a mailvan," said Pickpocket sarcastically.
With that, Pickpocket slowly headed out towards the only visible part of the ship. A second later, a deep voice echoed in all the Cybertronians’ heads "This ship is NSC naval property. You do not have clearance. You have 10 seconds to withdraw."‏
Pickpocket quickly started backing up only for Slasher to say, "What are you doing? We don't get anything by just quitting."‏
"Your failure to withdraw has been noted. Lethal force authorized," said the voice, a piece of rubble knocked away to reveal a large blaster that fired a beam that engulfed the top half of Pickpocket, just leaving his twitching lower half.
"Every bot for himself!" yelped Cutpurse before turning to run.
"Ok, Mr. Human, tell your ship to back off," said Slasher, aiming a claw at Rarity's spark chamber, “Or the Equinicon has an accident."
"Well, since you asked so nicely..." said Dante sarcastically before walking towards the ship. Several of the other guns folded out at that before aiming at Dante. "Scanning...NSC tag detected...switching to secure channel," said the computer before the Cybertronians yelped and covered their ears when possible as the ship flooded their heads with static. "Encryption secure...Identification please," said the computer, only Dante able to hear clearly‏.
"Captain James Dante," stated Dante.
There was a pause at that before the computer said, “Unable to verify...database update required. Stand by for nanite scan."‏
Dante looked over his shoulder and said, "This is gonna take a while."‏
“Scan complete...identity confirmed. Welcome Captain. Please note...FTL drive systems are offline. Data drives have been removed by unknown target," said the computer.
"They don't make ships like they used to. Lousy budget cuts," grumbled Dante.
"Hey...you finished? When I get bored, I get twitchy," called Slasher just as the computer asked “Should the other targets be neutralized?"
"No, not right now," said Dante.
"Confirmed...disabling perimeter defenses. Welcome to the Aurora. Deimos Class...registry code, DR-171D," said the computer, a hatch opening.
"Excellent, the spoils await," said Slasher, "Cutpurse, get over here. We're going to need your moving van mode to haul all this out."
"It's not a moving van, it's a-" started Cutpurse when there was the whoosh of VTOL turbines overhead.
Everyone looked up to see a certain brown twin-nosed jet hovering down. "Slasher and Cutpurse, you are under arrest," said Airazor.
Slasher and Cutpurse looked up at that before Slasher held up Rarity. "Ah, ah. Officer, I’ve got a hostage," he called‏.
"Release the hostage and I promise I'll take you in instead of just leaving your shells here to rust," said Airazor as weapons extended from her undercarriage.
"Warning...hostile airspace breach," said the Aurora's computer, still only heard by Dante, who till that point had been pleased to see some cops turn up. “No, no, no, abort, abort!” he said desperately as a blaster unfolded and turned to aim at Airazor‏.
"Airazor, I think you should move quickly," said Rarity.
The warning came too late as the same disintegration blast shot out, clipping Airazor’s wing‏. Airazor let out a cry of pain before she started falling. Fortunately, she was able to shift to robot mode and land on her feet.
Unfortunately, it allowed Cutpurse to aim his blaster at her. "This must be, as you humans say, my birthday. A treasure ship and an inspector of the Security Services,” said Slasher happily‏.
"Just because I'm grounded doesn't mean I'm defenseless," said Airazor.
"Sure, be vaporized, that thing seems to like shooting armed Cybertronians," sneered Slasher‏.
"You think all my weapons were in my vehicle mode?" asked Airazor as she drew a gun.
On cue, the gun that had shot her down turned to aim again, though it didn’t fire...yet. "It looks like the system doesn’t recognize melee weapons, unlike that blaster,” Slasher said gleefully, scratching Rarity's finish as proof‏.
"You are going to pay for that," said Rarity, "I mean that quite literally. You had better have enough credits to cover my paint job."‏
"Shut up. Inspector, you're going to help clear out any surprises in this ship or I'll show how little the ship cares about my claws by dismembering this bot," said Slasher coldly‏.
"I wouldn't count on profiting from this," said Airazor, "Security Administration will not stand for this behavior."‏
"That all depends if I leave witnesses or not," said Slasher, before saying, “Onwards, inspector. I’m getting bored and you know my record very well to know what will happen."‏
"Of course," said Airazor before walking towards the ship.
Dante glared as Airazor walked up. “So...how's the rescue going?" he muttered sarcastically‏.
"I haven't played all my cards yet," said Airazor.
"Hope they're good ones. The ship’s programmed to shoot anyone who draws a firearm who isn’t me," hissed Dante.
"I know what I'm doing," said Airazor as she covertly pressed against her insignia which flashed for two seconds.
"I hope your friends turn up soon. Dealt with this sort of guy before. He'll kill Rarity at the first sign of a cop. We're lucky he didn’t when you popped up. Call them off or she’s dead," Dante hissed‏.
"Oh, they're not coming to us," said Airazor, "We're coming to them."‏
"Great, you really don’t know what this ship’s capable of, do you," muttered Dante coldly before saying, “How many men?"
"Oh, hard to tell, at least three," said Airazor.
"All of them dead. This is a warship that makes our planet crackers look like haulers. You idiots only stripped out the navigation systems. Its targeting AI will flick them out the sky the second it realizes they have hostile intent," hissed Dante‏.
"It's more complicated than that," said Airazor.
"How complicated?" asked Dante.
"Complicated enough that we can't talk about it too long," said Airazor.
"What are you two talking about? Get in there," snapped Slasher‏.
As the group walked in, Dante muttered, "Lynch had better have gotten those nav drives by now."
"I hope so too," said Airazor.

The inside of the ship was more of the organic metal. More disturbing though was some of the crew had clearly...not left. "Blech, who built this ship?" asked Cutpurse, keeping well away from the oozing walls.
"N.S.F. The NSC precursor. This ship probably fought the splitters," said Dante, looking around. "Poor guys. They deserved better," he said miserably.
"We'll burn the bones later," said Slasher, "Where's the heart of this ship, assuming this ship has other biological features."‏
"It’s not a treasure ship, it’s a heavy assault cruiser. It’s not got treasure in it cause at the time its crew and their bosses were rebelling and hadn’t a penny to their name," snapped Dante loudly, losing his temper‏.
"What?! We went through all that trouble and lost Pickpocket and there's no loot?!" snapped Cutpurse.
"Not necessarily," said Slasher, "There may not any treasure in the more usual terms, but the tech on this ship should be quite valuable on the black market."
"The ship isn't just about to let you gut it," said Airazor.
"Is that so?" asked Slasher before looking around, "I don't see any internal defense systems, do you?"‏
"Yeah...cause I told it to turn em off..." said Dante to himself‏. Theoretically, he could switch them back on, but that would result in his companions getting shot as well. And there was a good chance he'd get caught in the crossfire.
"Doesn’t matter anyway. You won't get the ship anyway," said Dante out loud‏.
"Won't I?" asked Slasher, his claws extending further.
"The navigation systems have been removed so you can't fly it anywhere," said Airazor, "Not like this rotting carcass can get off the ground anyways."‏
"That and it won’t listen to you anyway, just try," said Dante smugly.
"Do you think I'm a fool? I would never risk myself to test something potentially hazardous," said Slasher. There was a brief pause before Slasher said, "Cutpurse, give the ship a command."‏
Cutpurse paused at that, remembering what had happened to Pickpocket. "Why should I?" he said finally‏.
"Because our guests are useful as bargaining tools and you haven't been pulling your weight recently," said Slasher.
Cutpurse gulped before heading over to a console and pressing a button. "Access code please," said the computer calmly‏
"Uh, open sesame?" guessed Cutpurse.
“Denied," said the computer before Cutpurse was covered in electricity, juddering before falling back, fried to a crisp‏
Slasher cautiously poked Cutpurse until he heard a groan. "I'm going to have to patch you up, aren't I?" he said in an annoyed tone.
“The next response will be fatal. Your lifesigns have been scanned and coded for lethal response," said the computer‏.
"Fine, I could probably fly better than this ship anyways," muttered Slasher.
"Negative," said the computer smugly‏.
"So, when's that backup supposed to arrive?" whispered Rarity to Airazor.
"Soon, if they can home in on my signal," said Airazor.
Just then, the computer said, "Alert, unidentified mechanical lifeforms detected."
"That was fast," said Rarity.
"But that doesn't sound like my backup," said Airazor.
"Warning...temporal instability...incoming wormhole...cargo 2," said the computer, adding darkly, “Preparing lethal response."
"Display-" started Slasher before pausing and turning to Dante, "You tell it to display the other intruders."
"Fine, but only because I'm curious too," said Dante. A few moments later, a screen was showing an image of a trio of rather ramshackle robots with a rusty red color scheme looking around the cargo hold.
"Oh, it's just a clutter of Junkions," said Slasher dismissively.
A second later, a muted shot hit one of the Junkions, blowing it to pieces and making the others run up a corridor. "That Junkion won't be getting back up in a hurry," commented Cutpurse who was starting to recover from his shocking.
"Targets approaching bridge," said the computer‏.
"Hmm, that would be wear the most valuable tech would be," said Slasher thoughtfully.
"It is also where we are," said Dante‏.
Cutpurse glanced around and asked, "Where's the wheel?"‏
Slasher sighed before a clang was heard at the door. The other looked before it was forced open, allowing two bots that looked even more dilapidated in person to run in, each yelling in a nearly incomprehensible beeping voice.
‎Several guns folded down at that and began firing, though these blasts didn’t do much as the Junkions charged in, Slasher and Cutpurse charging at them. "Time to go!” said Dante, grabbing Rarity and running for it.
"Where do we run to?" asked Rarity.
"Anyplace but here," said Dante.

"This is demeaning and drakeist," said Twilight dully, two of Shockwave’s troopers tying her robot form to a pole.
"And plum crazy if ya ask me," said Applejack.
"You were not inquired," said Shockwave dismissively.
"And what if he doesn’t come?" said Cheetor, who had also objected to the plan‏.
"Then zero harm will come to her," said Shockwave.
"Zero harm total or zero harm just from Matt?" asked Cheetor challengingly.
"That all depends on the resistance," said Shockwave‏.
"Why would Matt even come after Twilight anyways?" asked Applejack.
"From what I've gleamed of Earth literature, dragons are known to attempt to seize princesses for the presumed purpose of consumption, though the dragon is usually slayed by a knight," said Shockwave.
"Y'all are joking...right?" said Applejack dully.
"That literature was written by humans, considerably less enlightened than your friends," said Shockwave, "There is no strong evidence to support that old theory, but now we will be able to test it."‏
Twilight sighed. "Did you listen to how whatever that was spoke? It’s talking like a computer. It’s thinking logically..." she tried to say.
"Of course I noticed," said Shockwave, "The dragon/princess theory is only a backup. That VI identified you as someone of great significance and will certainly attempt to find you."‏
"Unless there's something it wants more," said Twilight pointedly.
"And what could that be?" asked Shockwave disinterestedly.
"Well, if you allowed us to talk about it, we probably could have avoided this," said Twilight.
"Then what are you after?" said Shockwave.

2 floors below...

The storage floors of Shockwave’s...facilities were perhaps the most guarded on Cybertron, the Cybertron equivalent of area 51. Here every MacGuffin, every super weapon, every nasty little invention was researched, logged and then thrown in a locker to never see the light of day again. It was also heavily guarded in case any MacGuffin collector felt like increasing his collection‏.
Unsurprisingly, Shockwave didn't trust anyone, Transtech or lowtech, to guard the McGuffins, but he had plenty of security droids commissioned to guard the place. The bulky tread-rollers looked more fit for the battlefield than guard duty.
Sadly, they were old models, equipped with high velocity plasma cannons. Perfect for killing almost everything. The ‘almost’ at that point blew a vent cover off and dropped down in front of the main doors to the storage room‏.
"Intruder alert," said the closest droid before aiming its plasma cannons at the reptilian.
The first blast impacted Matt, the plasma simply being sucked up like water into a dry sponge. "Threat noted...removing,” said the VI, with a little more emotion, albeit a bored tone before making a gesture, causing the droid to explode.
The other droids rumbled towards Matt but soon got the same treatment. The last one at least had enough intelligence to grab one of the MacGuffins, a jagged purple crystalline sword which projected a rather powerful energy wave. The sword beam shot out and hit Matt dead center, sending him flying back‏.
Matt groaned before sitting back up. A glint of light caught his eye and looked to see what was on the shelf near him. It was a large kite shield, ornately designed and inscribed with a few glyphs of some Cybertronian language. With little thought, Matt grabbed the shield to protect himself. He was momentarily surprised when the shield shrunk down to match his size.
The VI glared up at the droid at that, deflecting several blasts as he charged at it‏. The droid tried to bring the sword down on Matt, but the VI effortlessly blocked it before flicking the shield and making the sword fly out of the droid's hands. After that, it was a simple matter of making the droid's fuel tank explode.
"Now then...where are those drives?" muttered the VI, a smug tone in his voice‏.

Twilight was getting rather bored with being tied to the stake. "Is Matt here yet?" she asked sleepily.
"I would have thought he'd be here by now," said Cheetor before pausing as his insignia beeped, "Already? I would have thought we'd have caught up to him by now."
"Inspector, what was that about?" said Shockwave coldly.
"A case I'm working on that's been put off for too long," said Cheetor, "Can we hurry this up already?"
"We will be finished with this when I say so," said Shockwave.
Cheetor glared at that. "This is ridiculous. We can’t just wait here for a plan that most likely won’t work," he snapped‏.
"Last time I checked, I had the superior rank," said Shockwave sternly, "Unless you have a dispatch saying otherwise from someone of a higher rank, we will be proceeding as I order."
Cheetor glared before saying, "Fine, I need to make a call first." He walked over to a corner and pulled out not a communicator, but a remote Ground Bridge controller.
"Ok...let’s see," he muttered, pressing a few buttons in the hope of stopping the activation.
"Delay effect, activated," said the controller.
"No, no, I want to delay the activation, not the time arrival," snapped Cheetor as he tried to set the controls right.
"What is that?" said Shockwave at that‏.
"Uh, nothing," said Cheetor, hiding the remote behind his back.
"Are you hiding contraband?" demanded Shockwave.
"No, no, it's completely authorized equipment," said Cheetor.
"Then let me see it," demanded Shockwave.
Cheetor sighed before revealing the still charging remote. "A Ground Bridge remote? I hope you've filled out the proper forms for possessing one," said Shockwave.
"Of course I did. I am the Security Administration Officer," said Cheetor.
"And why precisely do you need such instantaneous transport like this?" demanded Shockwave. His answer soon came when a large green portal opened up right behind him.
"Was...someone looking for me?" said a giggling voice at that.
Shockwave looked up to see Matt perched upon a nearby building. "Finally, I was starting to think you weren't going to show up," said Shockwave.
"Well, I’m right here. You’ve got some fun things in the basement," laughed Matt, gliding over and landing, "All these great toys...like the Doom Sword...I call it George."‏
"That sounds more like the Matt we know," said Applejack.
"Sounds more like Discord to me," said Twilight before calling out, "Don't underestimate Matt. He's more dangerous than you think."‏
"Who's Matt?" asked Matt at that in a confused voice before grinning insanely, his eyes slits. "Now then, I think I know how this works," he said, aiming the sword randomly.
"Be careful with that, you fool," said Shockwave, "You have no idea what it is you're holding."
"I know enough, like how to do this," said Matt before swinging the sword and causing a wave of energy to shoot out of it.
Shockwave staggered back at that, his feet stopping at the edge of the Ground Bridge, Matt talking to the sword in a mock Russian voice. "Vats zat, sandvich? Kill zem all? GOOD IDEA!" he said, laughing manically before sending a second blast into Shockwave again, knocking him down the Ground Bridge.
The energy from the sword hitting the portal also caused quite a bit of feedback, namely a big boom that knocked everyone backwards. "That was AWESOME! Let’s see if I can make the purple one explode," said 'Matt' with a psychotic grin.

Unfortunately for Rarity and Airazor, Dante didn't have the layout of the ship as well-memorized as he thought so he kept leading them around in circles. Though admittedly, the ship had gone into lockdown mode and there wasn't a lot of place to be running to.
"This is insane. Where's the damn armory?" snapped Dante, punching a wall and causing the entire ship to shake.
"I didn't think you were that strong," said Rarity.
"He's not, but the stability of where this ship is precarious enough that enough force will jostle it loose," said Airazor.
"That would make it easy to fly out, right?" asked Rarity.
"If we could get it to fly, but we'll more likely end up falling further down," said Airazor.
"How deep does this damn dump go?" snapped Dante‏.
"Hard to say. We might end up all the way down in the Underworld," said Airazor.
"Wonderful..." said Dante darkly before a crash was heard.
"Now what?!" snapped Dante.
"I think we've got more scavenger problems," said Airazor.
Several dozen scraplets scuttled into view. "Oh, not these again," muttered Dante, aiming at them and walking forward. “Gonna drop this EM right in the middle of em," he grumbled‏.
"Uh, I don't think you should get too close," said Airazor.
"Why not? They only eat metal," said Dante. This was indeed true...but the nanites in his blood counted as metal and were in a high enough concentration that the scraplets were all staring at him with an unnoticed hungry look‏.
"Dante, I think you should get away from them," said Rarity.
"If you girls are too scared to deal with some pests, then I'm taking care of it!" snapped Dante.
On cue, one of the scraplets leapt up and sunk its teeth into his leg. “Ow! GAAH! GETTEM OFF!" snapped Dante, hopping back as the others went for him‏. Rarity and Airazor shot at the scraplets, but there were only so many they could hit without hurting Dante.
"GO! GO!” snapped Dante, firing an EM round into the floor around him‏.
Airazor picked up Rarity and ran in the other direction. "We have to help him!" cried Rarity.
"He's about to help himself. And we don't want to be close when that happens," said Airazor.
Dante nodded, waiting for the last moment before tossing the EM grenade into the air, a blue pulse spreading out and causing all the scraplets in range to short out, the others falling over themselves to get away from the fatal energy.
Of course, the blast frazzled Dante, or more precisely, his nanites which helped maintain his body. There was another rumble, the computer saying “Alert...seismic instability...all crew evacuate," before adding, “Jump point detected."‏

Of course, Airazor and Rarity ended up heading back to the bridge since there was little place else they could run to. Slasher was just finishing off the last Junkion, Cutpurse having fled the first chance he’d gotten. "Oh, you came back. Saves me having to hunt you both down," he said a little manically, readying a wrist blaster.
"Alert, unauthorized firearm detected," said the onboard computer.
"Oh shut up, will you?!" snapped Slasher.
"Hostility noted." said the computer as Slasher aimed before he twitched, a blue flash indicating a blast going clean through him. The girls winced but Slasher didn't fall, though he did clutch as his side where the wound was. Another blast rang out, another hole. "No...Not...letting...you...get away…” snapped Slasher, weakly before pausing as another blast hit him.
Just then, a green portal opened up in the bridge. "It's about time, Cheetor," snapped Airazor when a bot who was most definitely not Cheetor fell through.
Shockwave stood up and looked around. "So this is the ship that's been the root of so much trouble," he said.
Slasher stared before managing. “No...NO!” aiming the blaster before a final shot from the computer went through his spark. “Threat terminated...alert...stability compromised...all crew brace."‏
"What is the meaning of this?" demanded Shockwave.
"Shockwave, we're going down with the ship, literally," said Airazor.
With the loud creak of scraping metal, the ship slid forward, quickly losing the fight with gravity. Eventually, the whole ship toppled over and started plummeting down to the bottom of the abyss in a shower of junk.

Well, it's a new year and I though it was time to get back to updating this story. I'm sorry it took me so long to get this updated. I've been rather busy with other stories. And this was one of the chapters where the plot runs away from you, hence why it's in two parts.

Anyways, this chapter is set in Axiom Nexus, which is rather heavy in Transformers references so we'll just focus on the more significant references. For instance, Red Alert and Ratchet are based on their counterparts in the More Than Meets the Eye comic, though probably with futuristic bodies. The Swindles are familiar characters in the Transtech stories along with Cheetor, Airazor, Shockwave, and Cryotek. Speaking of whom, we finally have the identity of the mastermind behind the Mane 6's abduction. The universe he's supposed to be from gets its label from the airdate of "Theft of the Golden Disk". Cryotek was last seen being trapped between dimensions at the end of the 3H comic. The MacGuffins that Matt swipes are the Dark Star Saber and a version of the Skyboom Shield as I think it would have appeared as in one of the Alligned fictions. And of course, the Scraplets are from Transformers: Prime and the Junkions are familiar characters from various different continuities.

Also, the psychotic behavior Matt is showing is the result of his Shar-Khan nanites being activated prematurely. Currently, he's in a proto-Draconus state. It's a bit anachronistic, but it'll be fixed by the next chapter. You'll be able to read that very soon. Please review.

Rarity vs. Shockwave, Part 2

Maximares Rising

Chapter 6: Rarity vs. Shockwave, Part 2

"Hello, Axiom Nexus. This is Andromeda of ANN bringing you a flash bulletin. Approximately 1 megacycle ago, an organic offworlder has gone on a rampage of considerable proportions. Do not take this alien's biological nature lightly, it appears to incorporate draconic DNA of unknown origin in its genome. This creature has already caused several crimes including assaulting members of the Offworlder Zone Security Administration, breaking into the MacGuffin storage facility and stealing a Dark Star Saber and a Skyboom Shield, and causing the disappearance of Director Shockwave. “Shockwave's location is currently unknown and attempts of using the Ground Bridge system to find him have been unsuccessful. This organic offworlder is considered armed and very dangerous. Citizens are advised to stay inside and alert the security forces if the dragon creature is spotted."
A second later, a wave of energy blew up the holoscreen. "Never liked the news anyway. HELLLO AXIOM CITY!” giggled Matt insanely, spinning the Saber in his hands and reveling in the panic his little pyrotechnics had caused.
The Cybertronians were fleeing from Matt as fast as their various alt-modes would allow. More than a few simply found his organic nature enough to get away from him, but everyone was convinced to flee when Matt started throwing Dark Star Saber beams around.
Matt laughed insanely, before hearing several sirens and turning to see what were clearly the cops. "FUCK THE POLICE!” he yelled, sending a wave of energy at them. The energy wave sent the police cars flying, some of them changing to robot mode in midair only to crash.
"Oh...losing points for the landing, YIPE!" said Matt, ducking behind the shield as the cops opened fire. The shield easily absorbed or deflected the blasts and shots from the cops' guns. "Ha! I've got an unstoppable sword and an unbreakable shield!" called Matt before pausing and pondering to himself, "I wonder which one beats the other?"
The cops stared as Matt raised the sword to hit the shield before diving for cover as he did just that and everything went white for a moment to reveal Matt blackened with a mad grin. “Myth confirmed," he said happily.
"Quick, using the sleeping gas while he's stunned!" called one of the cops before a smoking canister was thrown at Matt.
Matt looked down at it before kicking it...hard. The canister bounced before falling down a crack in the street. "Bet that goes all the way to China. Hmm...I want Chinese food. WHERE IS THE PAD THAI?!" Apparently, Matt had decided he wanted to eat now.
The cops tried firing again, but their stun blasts did little against Matt’s scales and eventually all they could do was watch him walk off, not wanting to get in sword range.
"How are we supposed to beat this guy?" asked one cop.
"All I know is that I'm not getting paid enough for this," said another cop.

Rarity groaned as she started to regain consciousness. She had hoped the dull ache meant that she was in her proper fleshy body and everything regarding robots and aliens had all been a long horrible nightmare. But as she opened her eyes, a HUD appeared in her vision, giving her an update as to her condition. The good news was that she was relatively unharmed, the bad news is that none of this was a dream.
She panned her vision around to see she was in what looked like a garbage dump, full of oily scraps of metal and empty energon barrels. There were signs this had once been a plaza of some kind, though the trash had ruined all that. But she was still able to see the ship. Apparently she had been thrown out of a large hole that was now in the side. "I'm starting to doubt that thing will ever fly us out of here," said Rarity as she started to get up. She felt pretty banged up, but it was mainly only a few dents.
"No, it will not," said a voice behind her, Rarity spinning to see Shockwave, his optic narrowed as the only indication of his annoyance. "It would not have been in a dump had it been flight capable," he added darkly, his optic not focusing on Rarity long as he seemed more interested in the dark corners of the plaza.
"I didn't think there were any levels of the city lower than the Heap," said Rarity.
"There aren't, not any that are occupied," said Shockwave, "This is Last Well, our first and only attempt to expand Cybertron's cityscape below the surface."
"It seems to be used as another Heap," said Rarity, stepping carefully to avoid the oil puddles.
"It almost succeeded. The first tenants moved in...and were never seen again. It seems that these levels were already occupied...and that they did not want neighbors," said Shockwave darkly, focusing on a doorway before firing into it, several small spider-like robots scattering out of it and heading for cracks and small holes.
"Where is everyone else?" asked Rarity.
"Inspector Airazor is mostly unharmed, but her wing is damaged. A pity since she's the only flight-capable member of this ‘group’ and I use the term very loosely," said Shockwave.
"And Dante?" asked Rarity.
"Who?" asked Shockwave.
"The human who was with us," said Rarity.
"Oh, he is unconscious, not likely to recover for a good while. Not that he'd be of any use here," said Shockwave. Shockwave looked at the unconscious human before adding darkly, "In fact he's probably the safest of us all..."
"What do you mean by that?" asked Rarity.
"Because the predators down here are only interested in metal and energon," said Shockwave, "I certainly hope you have some combat ability."
"I have no idea," said Rarity in annoyance.
"Do you have any combat skill at all?" Shockwave added, a scuttling clank coming from all around.
"I can deliver a good kick when I need to," said Rarity, "And my horn can-"
"Deliver a feeble telekinetic blast," said Shockwave, sounding very unimpressed, "Not enough to deal with a large swarm."
"A swarm of what?" snapped Rarity before a sultry female voice said “My swarm."
Rarity looked to see a robot that looked like a cross between a spider and a centaur, though clearly of the female variety. "Fascinating," said Shockwave, "I've never encountered this variety of Arachnicon before."
"And you must be the famous Shockwave, head of intelligence. Yet you don’t know me, even after your colonists blundered into our hive," sneered the creature, its eyes flashing red as tens of dozens of the spiderbots scuttled out to surround them. "I can see one of your inspectors...but my children have no news of you," she said, looking at Rarity, the red glow illuminating Rarity’s face.
"I'm not from here," said Rarity, "I'm just trying to get home."
"Oh dear, a lonely little bot. So far from home..." sneered the spider-queen as more spider bots scuttled in. "What should I do with you three? My children are always in need of new parts," she said calmly.
"We just want to take our ship and go!" snapped Rarity.
The spider-queen glanced at the ship and said, "I doubt you'll be able to take it anywhere. Besides, it'll provide so much scrap to replenish my swarm."
"You plan to..." began Rarity in horror as the queen said “Strip you into spare parts? Yes." with a sadistic smile before there was a clunk, the queen looking up in shock before a blue blast knocked her into the shadows, several parts flying off. The three Cybertronians turned to see Dante, bloodied and hooked into a control panel. “I hate spiderbots,” he managed before his eyes rolled into his head and he slumped down, in an even deeper unconscious state.
The spiderbots clicked angrily before heading back to where their queen went. "That might be enough to stop them for now," said Airazor walking out, a big chunk missing from one of her wings, "But there are worse things down here. We're gonna need to hole up until either we can find a way back to the surface or get a message there so we can be Ground Bridged out."
Rarity looked over at Dante before heading over and lifting him up. "I assume there is a way back up? I worry that thing may be back soon," she said.
"Not the way we came," said Airazor.
"The lifts for Last Well were shut down a long time ago. We could start them up, but there is an 89.3% chance they're inoperable," said Shockwave, "Our resources are best directed towards making contact and receiving rescue."
"And there’s only one place to do that at," said Airazor, looking over at a distant tower which looked half-finished, “The old sector station...should have an operational com unit."
"Then I suggest we make haste," said Shockwave before shifting into a lowrider car mode and starting to drive off.
"Hey! I can't fly right now, remember?!" snapped Airazor.
Shockwave paused and said, "And I suppose I'm supposed to walk out of courtesy."
"Letting her ride on you wouldn't be out of the question," said Rarity.
"It most certainly would be," said Shockwave, "Allowing a lowtech to ride on me? I'd never hear the end of it."
"And explaining to Megatron why you left two Cybertronians in last well because you couldn’t bother to wait is better?" said Airazor smugly.
"You presume that Megatron places value in your sparks," said Shockwave, "You two are lowtechs, easily replaceable, even if the Equinicon has some unique aspects."
"You willing to take the chance that he does?" said Airazor.
There was a pause before Shockwave started to drive off again. "Just a moment," said Rarity, "You're the logical sort of fellow, aren't you?"
Shockwave stopped and said, "Logic is the paramount form of intelligence."
"Well, think about this: that tower may not have enough defenses to keep the spiderbots or whatever else lives down here at bay long enough for you to contact the upper world. Would it not be more logical to have two allies to help defend yourself and improve your chances?" asked Rarity.
Shockwave seemed to pause before one of his doors opened with a clunk. "Thank you," said Rarity, "Airazor, could you help load Dante in?"
The door slammed shut and Shockwave said, "I'm not allowing that organic to leak internal fluids inside me."
"He saved us from that spider thing," said Rarity, a little angrily
"And now that he's unconscious, he's a liability," said Shockwave.
"We're taking him," said Airazor angrily.
"Fine, but you'll be carrying him," said Shockwave, "We don't have time to argue."
"Fine," said Rarity, as the clanking scuttling noises began again along with an angry scream.
"All aboard!" yelped Airazor. Rarity climbed into Shockwave while Airazor hopped onto his roof with Dante in her arms.
"Hang on," said Shockwave coldly before stepping on the gas, just as several dozen spiderbot drones scuttled out at them. Fortunately, Shockwave's front bumper and wheels were tougher than they looked and he squashed the spiderbots in front of him. He turned the corner into an old road just as a dozen laser bolts hit where he had been.
The spiderbots, along with their queen, came around the corner, firing energy bolts after the retreating car till it was gone. "Little tin cans...find them, children. We can’t let dinner escape so easily," she said harshly.

Twilight and the others winced as they watched the footage. "This is really bad." she said weakly.
"Ah'll say," said Applejack, "Didn't expect Matt go completely off the hinges like this."
Cheetor looked thoughtful before saying, "Maybe something Shockwave did? He didn't change till the Axiom systems messed with those nanites he has."
"It might be, but I've never seen a dragon act so...unfettered before," said Twilight.
"He's not a dragon from your world," said Cheetor, "There are dragons on many other planets and quite a lot of them tend to be, well, downright cruel if not malevolent."
"The answer must be in that quantum net I think he called it. If this cause his change, it can reverse it," said Twilight.
"I doubt it would be that simple," said Cheetor, "Not to mention the sheer difficulty of getting Matt into a starship and getting within range of the net."
"Didn’t you make a prototype?" said Twilight desperately.
"I'll have to check with Rhinox about that," said Cheetor, "If anyone would know how to utilize the quantum net, it would be him."
"Then we need to find him before Matt gets any more ideas of 'fun’," said Twilight grimly.
"I'll get Rhinox's help. You two work on keeping Matt from getting too far away," said Cheetor.
"And how are we supposed ta stop Matt?" asked Applejack.
Cheetor sighed before typing into his datapad, "I'm temporarily deputizing you two into the OZSA. You'll have access to their equipment for the purpose of containing Matt. Please don't damage anything, this deputizing alone is gonna be a headache of paperwork."

Matt laughed like a madman, sending a plasma blast into some parked cars. "Aw...come on. It’s not like I've killed anyone yet," he called after some fleeing civilians before pausing, seeing two small Mini-Cons, barely out of protoform by the look of things, one of them had thrown a rock at him. "Now that’s just rude,” he said darkly, walking towards them. The Dark Star Saber glowed brightly as Matt lifted it up, ready to bring it down upon the Mini-Cons. "Kids shouldn’t throw rocks at predators," he snarled before a blast hit him in the side and sent him flying into a shop front.
Twilight flew down and dropped off Applejack. "You young 'uns better get to safety," she said.
The two Mini-Cons nodded and ran for it, just in time too as what was left of the store front exploded outwards, Matt strolling out of the flames. "Well...that was just annoying..." he said icily.
"Matt, calm down and drop your weapons," said Twilight, "We don't want to hurt you."
"Oh trust me, you won't. Even if Matt wants me to stop," laughed 'Matt' readying a plasma orb in his free hand. "Wanna play catch? I'll start." he said before pitching the plasma ball at them.
The two pony bots jumped out of the way. Twilight tried to fire an immobilizing beam at Matt, but he just held the Dark Star Saber in front of him edgewise and the beam cleaved in two against the blade.
"Oh, I can see where the Atlanteans go for their ion staff inspiration. Like a hot knife through your heck joint. Hold still and I'll prove it,” he giggled.
Applejack had drawn her guns and was aiming very carefully. She didn't want to hurt Matt but she had to keep him from using that sword. So carefully, she fired a shot that seemed to be aimed at the sword's hilt, but was actually aimed at Matt's thumb on it.
Matt yelped, dropping it, the blade easily eating through the ground till it stopped at the hilt. "Oh...you naughty girl..." he said madly, before clicking his talons and a family of plasma orbs appearing around his head.
However, Twilight hit him with three immobilizer beams. This time, he didn't have anything to block them with. Matt staggered a little before going stiff. Twilight panted a bit before saying, "I'm sorry it had to come to this. Once you're back to normal, I'll undo the spell."
Matt didn’t give much of a response as the girls got closer, holding modified stasis cuffs at the ready, before his hands shot out and grabbed them by the necks, lifting them up. “Wrong dragon genus,” he said manically before cracking their heads together.
Matt dropped the pony bots and saying, "Now if you'll excuse me, I've got more mayhem to cause." He walked over to pick up the Dark Star Saber only for Twilight to zap it with another spell, but the Saber didn't change. "Oops, should get that magi emitters warranty checked,” he sneered, before trying to grab the sword, only to have his hand repelled. "Hmm?” he muttered before trying again...and again. Matt tried to grab the sword with his tail, only to find the same repulsion keeping it away.
"Huh, clever horsey. Keeping me from using that sword again. I guess all I have left are my plasma orbs," said Matt before throwing more orbs at the mares. Twilight yelped before her shield narrowly blocked the blasts. "You can’t do that forever," laughed Matt.
"Neither can you," said Applejack before firing at Matt.
However, Matt pulled out the Skyboom Shield and easily blocked the shots. "Oh, it looks like I can," said Matt, "My shield lasts a lot longer than yours. But wait, there's more." Matt projected a force field from the shield which wrapped around Twilight and Applejack, encasing the mares in a bubble of tangible energy. "Don't worry, I'm sure that'll give out once I'm far enough away," said Matt before flying off.
Twilight glared before her horn blazed and the bubble was popped, her eyes glowing angrily. Applejack quickly got some distance away from Twilight before her mane and tail suddenly became flames, her coloration changing to fiery tones. "Twi, honey, you need to calm down. Matt ain’t in his right mind, remember?" she said desperately.
Twilight's flames slowly dwindled down, but her paintjob didn't change. "We're gonna have to be more direct with containing Matt," said Twilight, "Even if he doesn't have the Dark Star Saber anymore, he could still cause a lot of trouble and be protected by the Skyboom Shield."
"Right, but you oughta calm down all the way before we go gallopin' after him," said Applejack. "I am calm," said Twilight.
"Then how comes yer all red and yeller?" asked Applejack.
"I have no idea...but if it helps us get Matt locked up before he kills someone, all the better," snapped Twilight.
"So, ya got any idears for how to get that shield away from him? Ah doubt he'd let me shoot it outta his hand," said Applejack.
"How do we get Discord to stop being a jerk?" said Twilight.

The city of Last Well was that of a ghost town, though Rarity thought she saw an arm or a leg that looked like it might have belonged to a Decepticon or Autobot. Shockwave turned the corner only to hit what looked like a junk metal barricade.
Airazor was thrown off his roof, but she landed on her struts easily. "Ow, that hurt," groaned Rarity.
"I don't know what you're complaining about," said Shockwave, "Now disembark, I need to transform."
Rarity frowned before climbing out, Dante being knocked off the roof with an unconscious grunt as Shockwave transformed.
Shockwave examined the barrier and said, "Yes...this wasn't just dumped here. And I think I recognize the constructional style."
"What is it then?" said Airazor, picking up the groaning Dante again and readying her blaster on her other arm.
"I believe we are in mutant territory," said Shockwave, "And judging by the slimness of the tiremarks and the sheer number of them, there is a 99.6% chance we are dealing with the Wheeler tribe specifically."
"Ah, scrap. Anything else your department doesn’t tell us 'lower techs'?" snapped Airazor, panning her blaster around at that, getting the idea that mutant meant bad.
"Pardon me, but how can anything robotic be considered 'mutant'?" asked Rarity.
"Mutants are aberrations of Cybertronian life," said Shockwave, "They are savage, aggressive, unnegotiable, and hostile towards all other Cybertronians. Unlike even the most basic lowtech, they are incapable of transforming. Some are basically malformed robots, but others are trapped in forms that are neither robot, vehicle, nor beast but a hideous amalgamation. For instance, the Wheeler tribe are basically robots, but have wheels for hands and feet."
Airazor looked surprised. "Really? They have wheels for hands? How’s that dangerous?" Rarity glaring at that.
"Their weapons are mounted elsewhere," said Shockwave, "And they have welding torch breath."
"Oh...that'd do it," said Airazor with a gulp.
Rarity said, "I’m sure we can convince them to let us past. Have any of you actually tried to talk to them?"
"Such charming nativity," said Shockwave dryly, "Mutants try to kill anyone who isn't one of them. Mercy is nonexistent in their subroutines."
"Well if you aren't going to be civil with them, you'll never get the chance to find out," said Rarity pointedly.
Airazor snapped, “This is not the time to argue! We're being watched," looking around, several optics watching from the ruins around them. Pretty soon, a creepy laughter was heard and the optics' owners moved forward. They might have passed for ordinary Cybertronians except their bodies distinctly lacking in any discernable kibble and instead of hands and feet, they had wheels on the ends of arms and legs of equal length. They skated closer to them, back-mounted weapons aimed and charging.
Shockwave readied his blasters at that. "Prepare to fire," he said, before Rarity’s TK field forced his blasters down.
“No, I’m sure we can do this without shooting," she said.
"Again with the nonviolence?" snapped Shockwave, "Was your homeworld really that devoid of dangers that you can't comprehend self-defense?"
Rarity paused before an unusual memory poked to the surface, of a grand-looking city, under attack by what was clearly Matt’s species, backed up by armored monstrosities, firing at gold-armored ponies armed with nothing but blades and magical blasts...clearly outmatched. "No, but there are other ways," she said calmly.
"The only way we're going to get out of this alive is to destroy them first!" snapped Shockwave.
"Oh for the Allspark's sake!" snapped Airazor before stomping forward. One Wheeler rolled up to her and prepared to use its welding torch breath only for Airazor to smack its head and snapped, "Cut it out!"
The Wheeler paused at that, the others pausing before it said more in a surprised tone, "Ow...what the hell, lady?"
"Get out of here, you scavengers, before I hit you even worse!" snapped Airazor.
The Wheeler paused, its mental script clearly derailed. “Can't you at least scream a bit? I gotta keep some rep with my boys," it whispered to her.
Airazor just kicked the Wheeler, hard enough to send him flying back into its companions. "Now scram!" she snapped.
"RUN AWAY!" screamed a squeaky voice from the shadows, a dozen or so Wheelers scattering, all screaming "Run away!” over and over.
Rarity and Shockwave stared before Shockwave tapped his arm and said, "Proactive maintenance log: despite their fearsome appearance and reputation, the Wheeler tribe of Mutants are, in fact, quite cowardly. A simple display of intimidation is sufficient to drive them off."
"And you were ready to shoot them," said Rarity coldly, the group preparing to set off again.
"You will soon learn that you cannot simply talk your way out of situations," said Shockwave, "The Mutants and spiderbots are simply the most intelligent species down here. There are other lifeforms that are even more savage and more belligerent."
"Yet we were able to scare them away without killing a single one," said Rarity.
"You would have wasted valuable time trying to persuade those savages, most likely costing someone their limb," said Shockwave dismissively.
Airazor snapped, "Listen, both of you, we need to get to that tower so we can all get out of here. I don’t think this human’s well." looking at the sickly Dante.
"His situation is not nearly as critical as you imply," said Shockwave, "But you have one point: we need to get that com tower working if we are to be rescued."
"Something we agree on...wait, you said there was worse?" said Rarity.
"Indeed. And considering our escalating bad luck and the commotion we've been coming, I calculate there is an 88% chance we will be encountering them before long," said Shockwave.
"Then we should hurry instead of arguing like a bunch of protoforms," snapped Airazor.
"Correct, Inspector," said Shockwave.
"Then let’s go instead of standing in the street arguing strategies," snapped Airazor.

Matt smirked, looking around the area he was in. "Which building to blow up, I wonder," he said happily.
There was a woosh of jet engines and Matt looked up to see a rather impressive and very futuristic-looking jet hovering above him. "Offworlder, this is Colonel Cyclonus of the Military Police. Surrender immediately or I'll be authorized to use potentially-lethal ordinance," said a voice from the jet.
"By all means, colonel, take your best shot. Just make sure you don’t hit any people hiding in the buildings," sneered Matt, mockingly bowing.
"Potentially-lethal does not necessarily mean wide-spread," said Cyclonus.
"Then take your best shot, Tonka toy," sneered Matt.
The next second, something whizzed past Matt's ear so fast that he felt it burn a little. "That was a warning shot," said Cyclonus, "Next one actually passes through you."
"Ooooh...a railgun...nice. But I can do one better. I can ground you by clicking my fingers, Mr. Plasma Engine," sneered Matt.
"I am not playing around," said Cyclonus.
"I wouldn’t be either...but then some jackass toaster oven came in like the police to spoil my fun," said Matt darkly, the lights around him flickering and going out as he drew in the plasma energy.
Another shot rang out and Matt winced as the projectile went through his wing membrane. "Next shot goes through something vital," said Cyclonus, "This is your last chance to stand down."
"Very well," said Matt, before clicking his talons and Cyclonus's back literally exploded as his fuel cells all went critical mass at once. The jet quickly dropped out of the air and crashed into the street. "Next time, try going through on your threats a little faster," said Matt as he started to walk away.
Cyclonus staggered to his feet before aiming and firing, a translucent shield stopping the shots. "Oh, you want more, how nice," said Matt, turning to reveal solid red eyes. Matt threw a plasma orb at Cyclonus, only for a force shield to block it. However, the colonel was forced back as Matt advanced, throwing bigger and bigger orbs as he went before he got in claw range and brought them down on Cyclonus’s gun wrist...and through it.
"Never had an offworlder that could actually fight back, have you?" taunted Matt.
Cyclonus staggered back, biting back his pain as he stared as his hand on the floor before Matt clawed him across the chest next. "I’m gonna take you apart and use you for body armor, you little pest," snarled Matt, clawing Cyclonus on the knee to bring him to chest height and readying his claw for a decapitating blow...before a mauve beam of light hit him...hard.
Matt staggered before saying, "Finally taking the kid gloves off, princess?"
Twilight, hovering over the scene, just glared. "You’re not hurting anyone else here,"
Matt laughed insanely. "You'll have to kill me then. You able to do that...cause I have," he sneered, turning to blast Cyclonus only to see him being helped into a building by some civilians. "Oooh...multi-kill," he sneered, readying an orb.
"No!" shouted Twilight before blasting Matt with strong jets of flame.
Matt laughed, taking off and sending a hail of rapid fire bolts at her. “That’s the warrior spirit. You won’t last 10 seconds back home fighting Cryotek without it," he sneered, sending blast after blast at her
Twilight had her own shield up and was responding with blasts of different elements.
"Oh...points to variety, but nothing for aim," sneered Matt, before looking down. “How are you at interception?" he said, firing a few blasts at buildings. Twilight quickly started pulling up pillars of metal to hold the buildings in place. It wasn't a permanent fix, but enough for the TransTechs to repair later.
She paused as she felt something sharp against her neck. “You just flunked," sneered Matt in her ear before something inside Twilight snapped at that.
Suddenly, Matt's body was covered in a magenta glow before he started flying around, slamming into every hard surface nearby. And he wasn't doing so gently. The impacts left deep cracks at every point.
Applejack arrived at that, another Cybertronian in tow in time to see that. The Cybertronian accompanying Cheetor was a much stockier bot, his alt-mode being a very futuristic-looking half-track crane. His robot mode had noticeably green limbs and face. "This the organic that got zapped by the quantum net?" asked the Cybertronian.
"He's more trouble than he looks, Rhinox," said Cheetor.
"Twi...Twi, yer gonna kill him!" Applejack called desperately.
Twilight slowly reeled down her aggression, her flame-colored deco going back to its normal colors. Matt was currently in a small crater in the street. He didn’t look in a good way, one of his arms bent the wrong way and his left eye swollen shut, impressive given what he had shrugged off so far.
"Wow, you really let him have it," said Cheetor.
Rhinox headed over to him before saying, "You really let him have it. I don’t want to use this on him just yet. Not till he’s less...damaged,”
"Will that thing even work on him?" asked Applejack.
"I modified it to drain any quantum energy. It should reverse the changes," said Rhinox, adding, “But in this state, it could kill him."
"I had no choice. He was going to kill that bot and he wasn't going to back down," said Twilight.
"Well, you might have hurt him badly," scolded Rhinox, making a call.
"I could use a healing spell, but I'm worried that'd just start this mess all over again," said Twilight.
"Probably a good idea," said Rhinox, perhaps a little harshly.
"Alright, fine," said Twilight sending a soft pink glow over Matt. His injuries started to heal immediately. His arm snapped back into its proper shape and the swelling around his eye diminished a lot.
But before she was finished, Matt sat up and said, "Thanks for the pick-me-up, but I gotta be going." With that, he took off before Twilight could grab him.
Rhinox sighed, aiming the quantum blaster at Matt and firing a blue beam into his back as he fled. Matt merely scratched his back before he flew out of sight.
"I thought that would work?" snapped Twilight, starting to get her flaming hue again.
"You expected something instantaneous? It’ll take time," said Rhinox.
"Time is something we don't have," said Applejack, "While we're wastin' time followin' Matt around, Rarity's in who knows what kind of trouble."
"Arguing won’t repair the Ground Bridge any faster,” said Rhinox.
"Not that we have any idea of where to send a Ground Bridge to," said Cheetor.

Luckily for Shockwave, Rarity and Airazor, the rest of the trip to the tower and indeed, the tower itself seemed intact. "These controls are in good repair and it seems the main transmitter is still operational," said Shockwave with the air of a professional
"That's a relief," said Rarity.
"The problem, of course, is that the nanosec we activate the power source, we will attract untold amounts of savages who will tear us apart as soon as they reach us," said Shockwave.
"Great...doesn’t this place have a defense system?" said Airazor.
"A badly damaged one," said Shockwave, "We might be able to get some of it operational, but that might not be enough to stop the horde. Which is why you two will providing extra defense while I make sure the com signal stays on."
"Great," said Airazor icily.
"Couldn't Airazor maintain the signal?" asked Rarity. She hadn't the slightest idea of how to operate the computer so she didn't suggest that she could do it.
"No...Airazor does not have the clearance to bypass her way into the surface emergency channels," said Shockwave.
"So how long do you predict it'll take you to get hold of Soundwave?" asked Airazor.
"That depends how deep we are and if they are even monitoring these old frequencies," said Shockwave.
"You're a scientist, estimate!" snapped Airazor.
"There are too many variables," said Shockwave.
"Well, you can't expect us to defend this tower for megacycles," said Airazor.
"When I've gotten this tower operational, I shall keep you informed of progress," said Shockwave.
Airazor glared before saying, "Come on, Rarity, let’s go secure the perimeter."
The two femmes walked off as Shockwave got to work. Unnoticed by any of them, Dante was struggling to get off of the floor. He reached up to grasp the wall to pull himself up. Only the panel he was grasping fell off and clanged on his head. Shockwave briefly looked around to find the source of the noise, but eventually shrugged it off, not even noticing the re-knocked-out Dante.
He turned back, capping up what was left of the perimeter scanners and the main power. “Warning...power 6%...severe cascade failures in all grids...main communication array at 45% efficiency…" said the computer.
"Hmm...not the best of odds," muttered Shockwave to himself, "But still, I'm certain I can make do so long as the lowtechs can keep the primitives away."
"Warning...perimeter breach, 1km outer marker...multiple biohazards closing…" said the computer, a map of the complex showing red dots closing down the main street.
Shockwave activated his comm and said, "Ladies, the demons are approaching. I hope you are prepared."
"We're ready down here. I think I got the perimeter defenses working here. Get some power rerouted," said Airazor.
"I can divert some power to you, but I must maintain a majority of it to keep the signal strong," said Shockwave.
"Just keep the anti-personnel cannons on," said Airazor, her optics spotting the first demons.
"By my calculations, they will be within shooting range in 7 cycles," said Shockwave.

"Rarity, I hope you have some form of weapon. We're about to be servo deep," said Airazor, readying her blasters
"I'm afraid I'm still mostly unarmed," said Rarity, "Airazor, what did Shockwave mean by calling you a lowtech? I thought you were a citizen here."
Airazor sighed, "I'm a citizen...but I’m also an offworlder like you."
"I wouldn't have guessed," said Rarity, "You seemed so accommodated to this city."
Airazor glanced at out to where the demon horde was gathering. "Well, if we're gonna be overrun with primordials, I might as well tell you," she said, "I was part of an exploration crew that was stranded on a primitive planet we later found out was actually prehistoric Earth. Things were a lot different there. We had to use beast modes and scavenge and build what we could from what could be scrounged up. A lot of us thought we were never going to leave."
"Oh my...what happened?" said Rarity, before jumping as a cannon on the tower wall fired, vaporizing a demon that was scouting forward.
"Worst still, we were trapped in a seemingly-endless war. A war against a mad Predacon that managed to steal the Matrix of Leadership to fuel his twisted experiments. Things got to their bleakest when that crazy spider managed to upgrade this joker into a triple-changing juggernaut. There was a big battle where everyone went all out. We had the numbers, but that Triple Changer was worth half of us. I channeled what power I had left from the Vok to try and take him out. I don't know what happened, but somehow I got blown all the way to Axiom Nexus. I'm sure I put that scorpion down, but I don't think I'll ever know, because I know I'll never be able to leave here," said Airazor.
"Don't say that. My friend up above and...Dante could easily find your friends," said Rarity kindly.
"I'm not putting any hope in that," said Airazor, "Civil war may have never hit this Cybertron, but it's hardly a utopia. Everyone in Axiom Nexus is out for only themselves or 'the greater good' as they might claim."
Shockwave, listening in on the com, said, "There is no difference. Our civilization requires the constant improvement of our people. Lowtechs only are useful for providing aid to us."
"That's a very self-serving attitude," said Rarity darkly.
"Why waste effort on improving lowtechs?" asked Shockwave, "The more logical effort should be put into giving the Transtechs the upgrades we need."
"I did not realize that 'charity' here means 'giving only to the rich'!" snapped Rarity, "What kind of community ignores the plight of the poorer citizens and only seeks to improve things for the higher class? It's a wonder a revolution hasn't happened ages ago! How can the Autobots of this world stand for this injustice?!"
Shockwave paused, "Hold on...an anomalous energy signal is..."
Rarity snapped, "Do not interrupt me! Giving to the community doesn't mean giving everything you have. Supporting a community shouldn't mean having to give up all your hopes and dreams just to keep things running the 'way' it should. A community is something that should give back, not just take!" Suddenly, the cutie marks on Rarity's flanks flared up, surrounding Rarity in white light.
Shockwave snapped, "It is surging! What’s happening down there, Inspector?"
"I think Rarity is finally having her upgrade," said Airazor, shielding her optics.
When the light eventually faded, Rarity had changed quite a bit. For starters, her pony form was now the size of a normal horse, actually a few hands bigger. She was also more obviously a robot, with a metallic white hide with light blue details, pure blue optics, and hair made of purple wiring. The biggest changes were the wheels built into her knees and the cone halves connected to her collar.
"Nice...have you got any guns now?" asked Airazor, a little jokingly.
"I'm not sure, let me see," said Rarity before concentrating. Her legs folded up, letting her wheels touch the ground while the cone halves snapped together over her head, forming a large drill.
"That'll do it," said Airazor before another demon, far larger began coming forward, shrugging off pulse cannon fire before smashing his fist into the ground, and pulling some cables, out, snapping them and causing the guns to power down and smirking coldly.
Rarity's drill started whirring extremely fast as she rolled forward. One demon tried to slice her apart, only for Rarity to drill right through its torso. The demons eventually found out that attacking Rarity head-on was like jumping into a blender, but they were very slow learners.
The one that had pulled the power cables though was backing up. It seemed he was a rare intelligent one in the way he was surveying the fight as well as keeping some of his fellows back, still wearing his cold smirk.
Eventually, the demons got the idea of attacking Rarity from the back, though Airazor was able to shoot many of them, the pony-drill was getting surrounded. Rarity shifted back to her pony form and then said a phrase that popped into her head, "Rarity, Maximize!" With several metallic clicks, she stood up on her hind legs, which extended in length while robot feet popped out of the hooves. Her upper body basically turned itself inside out, her pony head and forelegs folding up as she spun around at the waist, her robot arms and head emerging from her former back. Her drill detached from her collar and became a handheld weapon. "Don't think I'm not dangerous because I'm glamorous," she said, the drill spinning at slicing speed.
The next few demons came to an unfortunate drill-based end before the apparent leader called out something gruffly, the demons pausing before running back. "Now then, I assume you realize my brethren have you surrounded?" it called in a dark and amused tone.
"Oh, you can talk," said Rarity, "I thought you actually were the mindless monsters Shockwave described you as."
"Most of us are. I had the good luck to eat a programming module. It does wonders for the mind," called the demon.
"I assume it makes you no less likely to listen to reason," said Rarity.
"Not really. You Cybertronians are not welcome down here except as appetizers," said the demon conversationally.
"Then you're not going to let us go," said Rarity.
"Not in the sense you hope. I rather like the taste of fear in my food, so a head start is nice," said the demon smugly, before looking up as the computer’s public PA announced, "Deploying central antennae for communication burst...all personnel clear the dish."
"Well, I think I need practice with these new wheels more," said Rarity before quickly converting back to her transport mode and rolling off.
"GET THEM! And you two, go up and destroy that communication center,” snapped the demon to his fellows, who hissed, most of the horde charging after the duo instead. “Urgh...maybe I should have shared the module," muttered the intelligent demon before striding towards the tower.
Rarity drove as fast as her wheels could take her. Her transport mode obviously wasn't designed for racing, but it could still cover ground quicker than her legs could.
"KILL THE BOT! EAT ITS ENERGON!” screamed the horde behind her, some of them laughing insanely like hyenas.
"Get a little closer, Rarity!" called Airazor, providing cover fire for her.
"I'M TRYING!” screamed Rarity as a demon tried to grab her and went rolling into a wall, which fell on it with a crunch. Rarity eventually drove up a pile of rubble that made an impromptu ramp and landed in robot mode within sprinting distance of Airazor.
"Move, kid!" snapped Airazor, her blasts knocking down demon after demon before she looked around, “Where’d the brainy one go?"

"You didn't notice I was out cold? Does diplomacy mean anything to you giant toasters?" said Dante, diplomat extraordinaire.
"You were not a high priority," said Shockwave dismissively.
"Well, for a start, you’re drawing too much power. You're gonna blow the com array before it gets a signal," said Dante, in a bored tone.
"You do realize that a very strong signal is needed to be noticed on the surface," said Shockwave.
"Yeah...but you could run the power through all the relays and have it concentrate in the dish. Stops the overload and even boosts the signal," said Dante, pointing on the screen to the offline relays.
"How would you even know those relays are operational?" asked Shockwave dryly.
"Same standard system as the NSC use, just larger," said Dante. Shockwave tapped out a command on the keyboard. Quite soon, power was diverting to the relays.
"There we go. We'll have a...who's that?" said Dante, jumping on a button to bring up a flickering CCTV feed, showing a creature calmly walking along the corridor on their floor.
"One of those wretched demons," said Shockwave in annoyance.
"You have demons here?" asked Dante.
"Not as you would know them," said Shockwave, "They're more accurately referred to as 'primordials', Primus's first attempts at creating life."
"Great, lemme guess, you dumped them all down here," said Dante coldly, before there was, in an apparent sheer case of absurdity, a polite knock at the blast door.
“Hello? Would you step out here so I can tear out your spark? I do hate to smash these doors down," causing even Shockwave to get as close to a 'wtf' expression as it was for an expressionless face to be.
"If you can, try to keep this specimen's head intact. It would make for a fascinating study," said Shockwave.
"Wait, what? No way I am fighting that robot King Kong unarmed, smartass!" snapped Dante.
"I suppose I might have something Mini-Con-sized for you here," said Shockwave.
"Oh well," said the voice from the other side, before the door bent inward.
"You better arm me up quick," said Dante.
Shockwave frowned before opening a compartment and pulling out a human-sized rifle between two of his fingers. "Attempt to use on me and you will regret it thoroughly," he said, handing it over to Dante.
"Don’t tempt me, talkie toaster," said Dante before the door was kicked down, Shockwave standing in front of Dante as the demon walked in calmly.
"I highly recommend you stand down now," said Shockwave, aiming his blasters at the demon.
"Oh please. Blasters didn’t work the last time you send your little exterminators in,” laughed the demon.
"Against a horde, that might not be enough. But one individual is definitely doable," said Shockwave.
"How do you know?" sneered the demon before moving impossibly fast, grabbing one of the blasters and squeezing, a metallic shriek heard as it crumpled. The other blaster opened fire, point blank at the demon's shoulder. However, apart from a burn circle, there wasn’t much damage. “Oops, I guess you were wrong," sneered the demon, throwing Shockwave across the room.
"It takes a great warrior to hope to defeat one of us," sneered the demon, "And you obviously barely know how to fight."
Dante peered out, before muttering "I’m gonna regret this." before running and clambering up the demon’s leg as it gloated, readying his last thermal charge
"You scientists think you're so clever, but where does that cleverness get you out of your labs?" gloated the demon.
Shockwave, struggling noticed Dante, who made a 'shhh' motion at him before continuing. "And yet for your self-proclaimed might, you still dwell down here in the depths," said Shockwave.
"Because you...bigots treat us like animals. So we became them. You idiots even treat visitors, lowtech, no better than servants...and slaves. Just like the old Decepticons of other worlds," laughed the demon.
"You are no more native here than the other lowtechs," said Shockwave, "Somehow, your kind and the other Mutants have stumbled into some wormhole that dumped you out in the ancient caverns."
"Oh please. Some, maybe, but I remember when my people were in charge," sneered the demon, adding, "I would give advice that treating the lowtechs like second class slaves will get you all killed. But I’m going to rip your head off so it’s a was-" he said before his own head exploded.
If Shockwave was disturbed by the cranial fluid that splattered everywhere, he didn't show it. Instead, he said to Dante in an irritated tone, "I told you to preserve its head. I wanted to study its brain core."
"Stick it up your tailpipe. You don’t own my contract," said Dante, adding, "He makes sense though. You keep treating the lowtechs like slag and you'll have a civil war on your hands eventually. Everyone has a breaking point."
"The lowtechs have no chance of rebelling against us," said Shockwave, "If you wish to speak to someone about social reform, speak to Optimus Prime."
"Tell me, what will you do when lowtechs outnumber you?" said Dante conversationally, adding "Numbers always trump tech. That’s why you guys are scared of spiderbots."
Shockwave paused at that before the console beeped. "Ah, we've made contact," he said.
An annoyed and bored voice said, "This channel is restricted to emergency military channels. Please sign off and call your local police units."
"This is Sub-Commander Shockwave, lock onto my position and send a Ground Bridge immediately," said Shockwave.
"C...commander Shockwave? Thank the Allspark. We've been trying to contact you for ages. One of those humans has gone nuts...some sort of nanotech..." said the voice on the other end.
"I was well aware of the situation before I was sent to the bottom of this abyss," said Shockwave, "Send me a Ground Bridge portal now."
"But he’s broken containment," said the voice, clearly panicking.
"If I have to ask one more time, it'll mean your career," said Shockwave darkly.
"But...sending Ground Bridge. How many subjects?" said the shaking voice of the operator.
"Two," said Shockwave.
Dante immediately jabbed him in the foot. "Hey, you're not leaving the girls behind," he said.
"That entirely depends on whether they're still online," said Shockwave.
Dante glared and grabbed the com. “We got four down here. You try and activate it early and I’ll make Shockwave seem like a damn picnic," he snapped, the operator saying "The scrap?"
Shockwave gave Dante an annoyed look before whacking him aside. "Don't presume to speak for me," said Shockwave.
"How many...and who the hell was that?" sad the operator, sounding on the verge of a nervous breakdown.
Shockwave sighed and said, "Four, if the other members of my group manage to get here. And ignore that other voice, he is just a tagalong."
"We'll need a few minutes. Most of our teams are busy searching for the other organic," said the operator.

"I thought you said it was fixed," said a voice in Soundwave’s com.
"The feedback from the Dark Star Saber energy fried several subsystems, High Commander Megatron," said Soundwave, "I am not the brilliant inventor that Shockwave is."
"I'm not asking you to build a Ground Bridge from scratch, I want you to fix the existing one!" snapped Megatron's voice on the comm. With that, the image changed to Matt. “And the plan for dealing with this organic? I assume we’re making some sort of headway."
"Cyclonus's report did not reveal much, other than his acute control over plasma. However, he is no longer equipped with the Skyboom Shield," said Soundwave.
"He has proven to be particularly tough to wound. The only one who managed is that equine Prime and I doubt she is prepared to end him," said Megatron.
"We shall prepare accordingly. A battalion of soldiers, none using plasma-powered weaponry or modifications will be ready to come down on him in 30 cycles," said Soundwave.
"Why can't they move in now?" snapped Megatron.
"Because the organic has moved into the Crystal Spires district," said Soundwave.
Megatron paused before saying, "Give me his current location, down to the micron."
"Transmitting," said Soundwave before sending the coordinates.
After a moment, Megatron's voice said, "If the situation has not been resolved with 20 cycles, send in the soldiers, regardless of the organic's current location."
"What makes you think the situation might be resolved?" asked Soundwave.
"Because unless I miss my guess, he's heading towards the one bot who has the power to stop him in his tracks," said Megatron.

"Dammit, how many are there?" snapped Airazor, blasting two demons aside.
"There are currently 108," said Rarity, smacking back another demon.
"How would you know?" asked Airazor.
"I just found out my gem-detecting spell has been amplified in this new body," said Rarity, "I now have a very powerful radar system."
"We need to get back to the tower. I think I got a partial com. Shockwave’s gotten through to topside," called Airazor before screaming as a demon got close enough to take one of her hands off.
"No!" yelled Rarity as her drill spun even faster. Suddenly, the drill halves opened up, even though they were still spinning. Rarity barely had time to register that when powerful soundwaves started emitting from the drill. The demon hit by it looked confused before collapsing into dust, the others falling over each other to scatter.
"I was hoping you had some kind of ranged weapon," said Airazor.
"You're hurt. Come on, we need to leave before they get together," said Rarity, helping Airazor up.
"I hope you can use that sound drill a couple more times," said Airazor.
"They’re far away. I don’t think they expected it," said Rarity.
"Good, how does that sound drill thing work?" asked Airazor.
"I did say I have a powerful radar system. I think this is an extension of it," said Rarity.
Shockwave’s voice said, "Are you alive?" in a bored voice.
"Yes, Airazor's hurt. We need to get out of here," said Rarity.
"Leave her. Scanners show a spiderbot swarm closing. They are 5 cycles away," said Shockwave coldly.
"I am not leaving her behind!" snapped Rarity.
"You have no choice. You'll share her fate by helping her," said Shockwave.
"We’re both coming, you...brute!" snapped Rarity, helping Airazor up again, a chittering heard in the distance.
"He might be right," said Airazor, "I'm only slowing you down. I can't fly, I can barely walk."
"No, I do not desert my...friends," said Rarity, her voice petering off as what looked like a tide came out of a building…dozens upon dozens...hundreds of tiny disks with legs, each with a single red optic...spiderbots. The tide spread out easily to surround them, intelligent behavior, before a female voice said, "And what is this...little lowtechs in the undercity?"
"Just leave me and run," whispered Airazor, "You might be able to drill your way out."
"Oh, I don’t think so. My dear children are in the sewers too...and it’s so rare that dinner comes to us," said the same sultry voice, a spiderbot like creature, far larger with the torso of a female Cybertronian came out, the spiderbots gently moving aside to let her past.
"Oh no, not her again," groaned Rarity.
"Oh, Miss Rarity, I did wonder who has scared the wheelers and killed so many of our enemies..." said the queen, now face-to-face with Rarity, towering a little over her
"We just want to leave now," said Rarity, "We have our way out now."
"Your friend, she is hurt...I can smell her energon leaking..." said the queen with a hungry tone.
"Keep away from her," said Rarity, "You will not have her."
"Who said anything about that? The demons eat my children when there is nothing else. The more dead, the better...and your friend killed a great many.” Airazor starting to panic and scream and a few spiderbot clambered up and down to her new stump, two more dragging a nasty and lethal-looking hand.
"What are you doing?" demanded Rarity.
"She requires repairs or she will be offline...and you will be another inhabitant of this lovely city,” sneered the queen as two bots began to weld the hand on, clearly painful. "If you like, I could fit her with a new wing," said the queen.
"Er, that's fine," said Rarity, "We'll take care of that on the surface."
Airazor finally managed to calm down as the spiderbots scattered, her hand, clearly from a heavy combat officer, flexed, looking slightly out of place before she turned and almost jumped to see a spiderbot sitting pirate parrot-style on her shoulder before it gave her a kiss on the face and hopped off, laughing insanely. Airazor gagged and spat frantically.
Rarity sighed and said, "Let's just go."
"We gotta go. You ok, Rarity?" asked Airazor, keeping an eye on the queen.
"You’re free to go. Your friend will be...having jamming issues with their Ground Bridge, but I would like some of my children to follow you...or you can stay here," said the queen.
"Well..." started Rarity.
"You won't even know they're there," said the queen, "Almost literally. We're very good at hiding."
"Just say yes..." sighed Airazor, making a note to have the bots blasted.
"Ok, fine," said Rarity, "We're in a bit of a hurry now."
"Very good. Zita, Zantiz, go with the nice robot and help her friends," said the queen, two spiderbots scuttling up before one decided to jump on Airazor’s face. “They're...enthusiastic," sighed the queen as the other one perched on rarities head and gibbered 'hi ho silver'.
Rarity didn't dare voice it, but she had a good hunch that the queen was saddling them (no pun intended) with the defective spiderbots.
"Well, go, my children can only distort Ground Bridges so long...and if you ever come back, Ill strip you for parts," said the queen politely, the swarm parting.
"Very nice to meet you," said Rarity politely before she and Airazor hurried through.

Matt glided through several pillars of crystals, holding a guide book in his talons. "Ok...so this Vector Prime’s a tough guy, eh? We'll have to see, won’t we?"
It was a bit odd for a Prime to be living on a world where no other Primes were allowed to visit, but Vector Prime was apparently a special case. He was a highly-respected multiversal scholar with uncannily acute clarity with mapping the various universal streams. Of course, all that meant to Matt was this guy was some egghead who probably was never in a serious fight in his life. But if the guide said he could cause trouble for Matt, he needed to go.
He soon came across the tower he was looking for and flew up the relevant floor. Inside he could see the bot he was targeting. He was mostly white with some red panels and gold trim. However, even Matt could see that this bot was extremely old. There were even clockwork gears visible inside his chest, wings, and arms. He probably had a grandfather clock for an alt-mode.
"Oh, this'll be a breeze...." muttered Matt before blasting the window and the surrounding wall.
The bot didn't even look up from his computer as Matt flew in. "Ah, you must be Commander Matthew Lynch," he said in a conversational tone.
"Commander? I’m just a sergeant," said Matt calmly, gliding in.
"Oh, I'm sorry, am I addressing at the wrong time?" asked Vector Prime, "Or perhaps I should say I will be addressing you at the wrong time. Time travel does make verbal tenses a hassle."
"Oh shut up,” snapped Matt, sending a plasma orb at Vector Prime’s chest. However, a small portal opened in front of Vector Prime and the plasma orb disappeared into it before it closed. "Where did you send that?" asked Matt.
"Not where, when," said Vector Prime, "Don't worry, it'll be back with us soon enough."
"Fine, I'll just tear you apart myself," snapped Matt. Matt lunged at Vector Prime who moved back a lot faster than Matt would have expected. Just as Matt was flying to catch up with Vector, the portal reopened and the plasma orb continued its journey, only for Matt to end up being in its path. "What the-" began Matt only to be sent into the wall by the blast.
"See? Right on time," said Vector Prime.
"You damn pest!” snapped Matt, lunging at Vector
For a second, Matt thought he made solid contact with the old bot's torso. Then it seemed like Vector Prime dodge the blow as Matt was throwing it.
"You're resetting time! You little cheat!" snapped Matt, getting an idea what was happening.
"Very good," said Vector Prime, "You're very quick on the uptake for your current time." Matt grinned before looking around to look for anything to force Vector’s attention off him, like some civilians.
Just then, Twilight's projected voice came through the broken window, "Matt, we know you're in there. Give yourself up before we use force."
"Oh look, it’s the fuzz. Which one of them should I kill first? Or maybe I'll go to their planet and see how much of it I can destroy," laughed Matt madly.
Vector Prime's jovial mood instantly vanished, "I'm warning you, Matthew James Lynch. You do not want to tamper with the flow of time."
"Aw...you know his name. He's not home,” sneered Matt.
Vector Prime's optics narrowed and he said, "This won't do. That secondary personality isn't supposed to surface for years."
"It’s ironic. You TransTechs seem to love saying how the sun shines out your exhaust and that you can do no wrong...and it’s your stupid quantum net that let me out," laughed Matt.
"I am not one of the Transcendent Technomorphs," said Vector Prime, "I came into being long before this particular dimension was spawned."
"Yeah, right. You got their attitude right down," sneered Matt before turning as Applejack and Twilight flew into sight. "Oh look...someone for your conscience," he sneered, sending a plasma orb at Applejack.
Suddenly, there was a sound like a clock tower ringing and Matt, the plasma orb, and everything else completely froze in place, a faint blue glow filling the air.
"This has gone on quite long enough," said Vector Prime angrily. He prepared a second blast before a black tendril of energy absorbed the blast easily, a human in a black business suit seemingly stepping out from the air. "That is...quite enough,” he said icily in a stop-start motion of speech.
"Come to collect your charge?" asked Vector Prime calmly as if people materialized out of nowhere every day.
"Yes...and no...he isn’t officially my charge yet...but if you kill him now, there is of course the paradox and the mutiversal destruction...and if that happens you know what the rest of the order would be forced to do to you and your own," said the human calmly.
"If you were paying attention, that chronal energy was meant to reverse time, not accelerate it. I was intending on restoring to the point before this ugly side of him surfaces," said Vector Prime.
"Yes...and that was enough chronal energy to revert him to a newborn...if not earlier..."
"Was it? Ah, I forgot how soon organics entered their mature years," said Vector Prime.
"Let the owner try something...nanite code Neptune 1 3 dash 12...nano reset," said the figure smugly into Matt’s ear. There was a long pause before the suited man said, "You may deactivate the chronal field now."
"I’m waiting for you to leave," said Vector icily, the human chuckling before seeming to fade into nothing.
Then time started to flow normally again. However, instead of the plasma orb continuing its trajectory towards the pony-bots, it fizzled in midair. Matt also had the most peculiar look on his face. After a minute, he collapsed down, his draconic features seeming to turn to dust, revealing the human underneath...and also out cold.
Twilight stared in confusion before setting Applejack down. "What the hay is goin' on around here?" asked Applejack.
"I have cured your friend," said Vector Prime kindly, smiling to himself as he heard, only in his head, an annoyed voice say "Hey...kill thief."
"How did you do that?" asked Twilight.
"Time heals all wounds," said Vector Prime.
"Will he be ok?" asked Twilight, looking at Matt and wincing as she saw some of the scars and bruises from the telekinetic pummeling she had handed out.
"He will not remember what happened after the other personality took control. It is perhaps better he does not know," said Vector.
"Then how are we gonna explain, well, everything?" asked Applejack.
"I am sure Commander Megatron and his personnel will have a good story," said Vector Prime.
"Megatron? But he isn't here," said Twilight.
"Wait for it," said Vector before several jet form TransTech troopers flew past the window.
"Offworlder, surrender immediately or lethal force will be used. There will be no further warnings," called a voice.
Vector Prime smirked. “I’m just that good,” he said, unable to resist when he saw the girls’ expressions, "You may wish to alert them to the situation before they begin firing."
Twilight nodded at that, flying out and waving...before pausing as she saw the literal army aimed at the tower. "Wow...overkill much? I mean...WAIT! EVERYTHING’S OK NOW!” she called.
"What is the status of the dragon?" called a voice.
"He's sane again. Our friend’s sane again. Vector Prime cured him," called Twilight.
There was a long pause before the voice said, "Stand down everyone. I want that organic's condition verified." Two of the jets flew down, transforming into lanky troopers with guns for arms before heading inside to spot Matt before one of them gave a thumbs up to the throng "Good, but he is still under arrest until Director Shockwave can be found and recovered," said the voice.
"Who are you ta say that Matt's under arrest?" shouted Applejack.
"High Commander Megatron, that's who," said the voice flatly.
Applejack paused before saying, "Ah think he's got us there."
Vector Prime cleared his throat and said, "I'm afraid you cannot detain Mr. Lynch here long. He has very important duties elsewhere in the multiverse."
"Vector Prime...and the fact he came to your quarters specifically to destroy you makes no difference?" said Megatron icily.
"I'm not pressing charges. He's hardly the most dangerous assailant I've ever encountered," said Vector Prime.
"Fine...but I want them off world tomorrow. I don’t care how. Give them a ship, throw them into a Space Bridge, I am past caring," said Megatron angrily.
"I wouldn't be surprised if Shockwave says the exact same thing when he reappears," said Vector Prime.

"What took you so long?" snapped Shockwave as the two arrived, Airazor hiding her current new hand, and helping hide the two spiderbots.
"We had an audience with the Spiderbot Queen," said Rarity.
"I...Just move...part of me does not want to know," said Shockwave wearily.
"Gladly. After this, I never want to go below ground again," said Airazor.
"But we still have to salvage that ship," said Rarity.
Shockwave snapped, "That ship is a husk! Even if it was operational, the swarm would have stripped it to a husk."
"There's still important gear there that we have to look for," said Dante.
"Oh, Dante, when did you wake up?" asked Rarity.
"After you left. Your friend tried to leave you to rot," said Dante, thumbing at Shockwave whose optic narrowed.
"The chances of you surviving were incredibly slim," said Shockwave dismissively.
"Like I said...a toaster. How long till the damn bridge?" snapped Dante, grabbing a piece of tech.
"Well, from what I've been able to discern, it seems the crisis regarding your rampaging friend has come to an end," said Shockwave.
"Does that mean someone is dead?" asked Rarity with worry.
"Dead, stopped, warped to a distant planet, I couldn't care less," said Shockwave, "What matters is that a Ground Bridge will be arriving very shortly."
The ground vibrated for a second before a far wall was torn off, sucked into a vortex. “Bingo, assholes first,” said Dante, pointing for Shockwave.
"With pleasure," said Shockwave as he strode through the portal.
Dante winked at the others before following.

...and out into a large room, a dozen of Shockwave’s men pointing at them.
"Ah, excellent," said Shockwave, "Soldiers, arrest the human and the Equinicon for kidnapping a military science officer. I shall be speaking with Prowl regarding Cheetor and Airazor's dismissals."
Airazor and Rarity looked horrified, but contrary to the others, Dante just smirked, before holding up the tech from earlier and plugging a crystal in. "I wouldn’t doooo that," he said in a teasing voice.
"Give me one good reason why not," said Shockwave.
"Well, I’m guessing not every TransTech here is a complete glitchhead. So I reckon it'd be quite the scandal if what you said down below was on...every piece of com tech on this planet...on a three-hour loop to make sure everyone hears it?" sneered Dante darkly.
"You're bluffing," said Shockwave.
"Hmm...1 minute to show time," said Dante, hitting the button, a screen behind Shockwave flickering to a jokey 'please stand by' message.
"You know, while Megatron might not be fond of us lowtechs, he'd probably not want someone who brazenly announces his utter contempt for them under his employment," said Airazor.
"Thirty seconds till airtime and just a little longer until you're arrested," said Dante evilly.
Shockwave's single optic glared before he said, "Soldiers, stand down. The offworlders are not under arrest."
"And?" said Dante emphatically.
"Commander Cheetor and Inspector Airazor are not going to be dismissed," said Shockwave.
"And you're gonna get us a new ride, equipped with the drive from that ship down below," said Dante, the counter on the screen entering the last 10 seconds.
"Fine, I'll have you all deported!" snapped Shockwave, "I'll be glad to see the last of you anyways."
Dante grinned before pausing the timer at 3 seconds. "Nice doing business," he said coldly, before passing Airazor the control and saying "In case you get any ideas."
"You're almost as bad as that group from the Malgus cluster," muttered Shockwave.

"Matt...you're alive...shame," said Dante, Matt looking pale like he'd gotten the flu.
"Yeah...shame...who are you again?" asked Matt.
"How bad did he gets his head kicked in?" laughed Dante, getting frowns from the girls.
"Accordin' to that Vector Prime feller, he had his brain rewound or something," said Applejack.
"It might take some time for his memories to catch up, except for everything that's happened since he arrived in Axiom Nexus," said Twilight.
"Oh...fun. Did he kill anyone?" asked Dante.
"He badly injured a bot named Cyclonus, but he'll live," said Twilight.
"Damn, one less toaster would have been nice," muttered Dante before they all looked up as Vector Prime strode in, his escort training, to Dante's annoyance, almost entirely on Matt.
"Optimus Prime would have come in person to see you off, but his schedule is too full at the moment," said Vector Prime, "He asked me to go in his stead."
"Is our ride ready?" asked Dante, Matt saying dizzily "The drinks machine is talking..."
"Nearly so," said Vector Prime, "We need to make some modifications for supporting organic life."
"As long as it works. I hope Shockwave didn’t put any silly trackers on it," said Dante, apparently conversationally.
"Even the Decepticons of this world can be callous, if more restrained," said Vector Prime, "But you can be assured the Autobots balance them out."
"Just remember, Airazor’s got all you need to have Megatron lock that jerk up," said Dante.
"Speaking of whom, she wanted to speak with you before you left," said Vector Prime.
"Lovely," said Rarity as Airazor, looking clear, her arm replaced and looking better than ever.
"Hey girls," said Airazor, "I just wanted to tell you a few things before you left."
"Oh? What’s that?" said Dante, pushing Matt aside who was saying "I saw you in a cartoon once...the CGI was really baaaad."
"Well, I didn't want to say it before because I wasn't certain you'd ever leave, but I think I saw two of your friends before," said Airazor.
"What? Which ones?" asked Dante.
"Well, there was this blue flying one with rainbow hair, had a big competitive streak," said Airazor, "And there was this pink one who was..."
"Crazy beyond the scope of science?" asked Twilight.
"Exactly," said Airazor.
"You know those two?" asked Dante.
Twilight nodded, "Pinkie Pie and Rainbow Dash."
Matt said dizzily, "Are we going on a road trip?"
"Yep, just as we figure out where to go," said Applejack.
"They were both in my home universe of Primax 496.22 Alpha," said Airazor, projecting a map of the Milky Way galaxy of that universe, "I think they might still be there." Just then, the apple on Applejack's chest and Twilight and Rarity's horns started slowing. Beams of light shot from all three of them, forming a triangle focused on one particular spot on the map.
"Bingo, time travel too if you're still there. Any warnings you want us to pass on? Like avoid the demon’s axe?" said Dante sarcastically, earning a slap to the back of the head from Applejack.
Airazor zoomed in on the image, which soon revealed a metallic sphere. "Huh, what do you know," said Airazor, "Apparently, you might find your friends on Cybertron. Though I'm not certain which time period."
"Allow me," said Vector Prime as he gazed at the map. The gears in his chest clicked rapidly as his eyes glowed brighter. Finally, he said, "Hmm...it seems they've arrived at a troubled time, in the middle of the Vehicon War."
"Great...have you guys ever not fought?" said Dante.
"Only in this universe," said Vector Prime.
"Give it time. I'd advise you to keep a few eyes on Shockwave before he pushes the lowtechs too far," said Dante, helping Matt towards the door.
"Just a moment," said Vector Prime before turning to the mares, "You three have a power inside you, a power that reminds me heavily of one of my brothers. And I have a strong feeling that you'll meet him before your voyage is done. When you do, tell him that I send my best wishes."
"How will we know your brother?" asked Twilight.
Vector Prime chuckled and said, "Trust me, when we aren't wanting to be unnoticed by the populace, we stand out like beacons."
"And I have my own message," said Airazor, "If you see Tigatron, tell him I'm still alive, but I can't reach him. I might find my way back to him or find a way to bring him here, but we will be together again someday."
Matt seemed to pause at that before pushing Dante off and walking over to a cabinet marked 'emergency bridge beacon', rattling the door for the moment before his eyes flashed red and the door...came off.
"There are a few nanites left in him," said Vector. "Yah don't say," said Applejack dryly.
"Just, whatever you do, don't tell him of when he was a dragon," said Vector Prime, "Make up any other story to fill in the gap, but he must not know about that."
"Why?" asked Twilight.
Vector Prime said, "We checked your ships chronometer. These guys are a little...early." Twilight’s eyes widening as she caught on.
"So, how will we..." started Applejack.
"Things often have a way of working themselves out," said Vector Prime, "You'll see what I mean."
Dante appeared at the door. "You girls coming?" he snapped.
Rarity hugged Airazor one last time and said, “I’m make sure Tigatron gets your message. Just don’t give up on him. And do try to help out the lowtechs more.”
“Rarity, if there’s one thing you’ve taught me, it’s that we’re all in this together,” said Airazor.
“Great, there’s the moral of the day. I’m feeling all mushy inside. CAN WE GET A MOVE ON?!” snapped Dante.
“Are all humans this easily annoyed?” asked Rarity.
“I think it’s mostly the men,” said Twilight, “They’re less willing to open up about their sensitivity.”
With that, the three mares boarded the ship. As Vector Prime and Airazor waved goodbye, the ship lifted off into the sky and through a transwarp portal to their next destination.

There's the other half of Rarity's chapter. Took a while, but we finally get to see Rarity's upgrade, which is of course based off of this. The Transformers references are a little less heavy in this part, but there are still plenty. Namely the Mutants and Demons that have appeared in the Marvel comics. And we have Vector Prime. Of course, this is obviously the mulitversal singularity version which places this story well before the Shroud happened. This story wouldn't have been able to go very far if the Shroud were in effect. Also, the Airazor of Axiom Nexus is the same Airazor that was seen in Rainbow Dash's chapter. The comics didn't really explain why she wasn't present during the 3H comics so I've provided my own explanation.

Anyways, half of the Mane 6 have been reunited and there's still one pony who has yet to meet up with any of the others. We'll be seeing her in due time. Until then, please review.

Fluttershy vs. Megatron

Maximares Rising

Chapter 7: Fluttershy vs. Megatron

It was a bright and sunny day. Fluttershy sang happily to herself as she watered the flowers in her garden. These were the ones the animals weren’t allowed to eat. But there was still plenty for her furry friends to eat. In fact, she was going to a picnic in just a little bit. She went back into the house and put all the various edibles in her basket. “Ready to go, Angel?” she asked sweetly.

Her stubborn little bunny friend nodded before hopping into the basket. “No, no, Angel. Last time you rode in the basket, you ate all the food before we got there,” said Fluttershy. Angel rolled his eyes with annoyance before hopping out of the basket and onto Fluttershy’s back. “That’s better. Now off we go,” said Fluttershy before flying out the front door.

Pretty soon, they had come to the meadow where her animal friends were waiting for her. “Hello, everyone, I hope you’re feeling well today,” said Fluttershy, “I’ve brought you all treats. Prickles, here’s your corn. Mr. Bear, I brought you some salmon. And I’m sure everyone would like to have some sunflower seeds.” The various animals chittered and cheeped their approval. “This is going to be such a lovely day,” said Fluttershy happily.

No sooner had she said that there was a deep rumbling sound and the ground started to shake. “Oh dear, is that an earthquake?” asked Fluttershy, looking around. It sounded too close to be an earthquake and yet the ground wasn’t shaking enough. Was there a stampede coming?

Suddenly, there was the loud cracking and crashing of trees being knocked over. Fluttershy looked in one direction to see some large machine was pushing its way out of the forest. Its treads were flattening everything in its way and it had a large cannon that was smashing everything that the treads couldn’t reach. It seemed to have a head with a large jaw, a narrow mouth, and a red visor with a dot in it sweeping side to side like a searching eye.

Before Fluttershy could ask what the machine is, it started firing its cannon. Wherever the red beams struck plants, instead of being blown apart, they became a shiny metallic blue, looking completely lifeless. However, the machine wasn’t satisfied with just blasting plants. Several beams started to hit her animal friends, who also petrified into metal statues.

“No! Please stop!” cried Fluttershy as she saw her friends one by one being turned to metal. Even Angel Bunny was frozen as he was fleeing. “Why are you doing this?” asked Fluttershy, tears thick in her eyes.

The ‘head’ of the machine swiveled to look at her and a deep voice growled out, “Organic filth…” Then the cannon aimed at her and fired.

When Fluttershy woke up, the only thing she was aware of was that she was careening out of control. And that was only through the sensation of spinning weightlessness. She couldn’t see anything and all she could hear was a loud beeping and a female automated voice saying “Error, error, stasis pod integrity compromised. Impact with surface in 2 cycles.”

Fluttershy had no idea what that meant, but she could tell she was in trouble. “Help! Help! Somebody help me!” she cried, though she wasn’t sure if there was anyone to see her, let alone hear her.

Cybertropolis, the capital city of Cybertron, should have been a bustling settlement filled with Transformers going about their business in both vehicle and robot modes. Instead, it was an eerily quiet graveyard with no signs of life. The occasional group of motorcycles, tanks, and jets didn’t count as every one of them was a lifeless drone. There were extremely few machines there that were actually alive.

One of them was extremely hard to miss, considering it had the form of a giant floating head. The head’s red eyes showed little in the way of emotion, except for the occasional expression of annoyance and anger. Right now, its focus was on a small object entering Cybertropolis’s airspace. Its optics were able to narrow its focus on the object and correctly identifying. “A stasis pod, well, this brings back old memories,” said the head in a deep menacing voice before saying, “Jetstorm, Thrust.”

At the big floating head’s command, a jet and a motorcycle flew and rolled into a plaza in front of the head before shifting into robot modes. “What are we blasting today, Megatron?” asked Jetstorm, “Maximals, Maximals, or more Maximals?”

“There is a new arrival about to land on Cybertron,” said Megatron, “A stasis pod will be crashing within Cybertropolis within the megacycle.”

“A stasis pod?” asked Thrust, “I thought they were all scrapped.”

“Well, there are some bots who just can’t get the times,” said Jetstorm, “So, you want I should shoot this pod before it lands?”

“I want the spark that’s inside,” said Megatron, “Use the transformation virus, extract the spark, and send the body to be recycled.”

“Aw, the virus takes all the fun out of the chase,” grumbled Thrust.

“I do not want to waste time with this,” said Megatron sternly, “We cannot allow the Maximals to add another organic mongrel to their ranks. Now go!”

“Last one there has to drag the shell to the processing plant. Jetstorm, Afterburn!” said Jetstorm before changing to jet mode and flying off.

“Thrust, Overdrive!” said Thrust before turning to motorcycle mode and riding off.

Megatron wasn’t the only one watching the sky. A tall yellow robot with purple spots and long gangly legs was looking up as something tumbled down from the sky. He was taking a risk being in robot mode, but he had to use his communicator before the Vehicons picked up his signal. “Big Bot, we got a UFO coming down in Cybertropolis,” said the spotted bot.

The communicator showed a holographic projection of a gorilla’s head. “Is it a starship?” asked the gorilla.

“No, way too small,” said the spotted bot, “If I didn’t know better, I’d say it was a stasis pod.”

“Hmm…well, whatever it is and whoever’s inside it, we can’t let them fall into Megatron’s hands. Nightscream and I will meet up with you and we’ll find this ship when it lands,” said the gorilla’s head.

“Optimus, we can’t afford to wait,” said the spotted bot, “The ship looks like it’s going to crash at the old racetrack and I can get there before you guys can. I bet my spots that Megatron has already sent Jetstorm and Thrust after it.”

There was a long pause before Optimus said, “Be careful, Cheetor. Don’t engage more than necessary. Just find that ship, save the Maximal, and get them underground.”

“Fine. Out of curiosity, what if it wasn’t a Maximal inside?” asked Cheetor.

“Would that make a difference to Megatron?” asked Optimus rhetorically, “He wiped out both Maximals and Predacons. Vehicons are the only ones who mean anything to him now.”

“And given that all but two are sparkless drones, that shows a lot about him,” muttered Cheetor before saying out loud, “I’ll make it there. I can run faster than either of those two clowns.”

“Not a hard feat when they don’t have feet,” said a voice in the background.

Cheetor and Optimus automatically said, “Shut up, Rattrap.”

“Eh, just like the good old days,” said the voice.

“Run swiftly, Cheetor. The Matrix will guide you,” said Optimus before he hung up.

“Matrix or not, I’m still getting to that ship,” said Cheetor before he morphed into his cheetah form and dashed off.

Fluttershy wasn’t quite sure when she blacked out. One moment, she was tumbling helpless inside a confined space. The next, she was prying open the lid of the metal container she was in. She managed to climb out and look around in confusion. It looked like she was in a stadium of some kind. It reminded her a lot of the stadium in the Crystal Empire, but even larger. Also, everything was made out of metal, even the ground. When Fluttershy looked up, she saw a night sky that she didn’t recognize, along with a large metallic moon that was nothing like the one she was used to seeing. “Where am I?” she asked herself, “How did I get here?”

Fluttershy tried to extend her wings, but she immediately felt that something was wrong. She looked at her back and saw that they weren’t there, only a pair of circular seams. “They took my wings?!” yelped Fluttershy, “Oh no, oh no, oh no, what am I going to do?” Then she felt a slight whir under her skin and a small pair of thrusters extended from those seams. “What in the world?” she asked as she felt the thrusters.

They felt like metal. In fact, her actual back felt like metal. It was then that Fluttershy noticed the seams on her body. “What did they do to me?” asked Fluttershy, “And who were they in the first place?” She tried to remember what caused this, but everything before today was a blur.

Just then, Fluttershy heard an odd reverberating sound. It sounded vaguely like a swarm of wasps getting closer, but it was very different from anything Fluttershy had ever heard before. The source of the sound was soon seen as several wheeled machines started coming through archways and zooming around the track. They resembled turbo-charged scooters to Fluttershy, though she was able to notice that each had an insect-like head. She heard a whooshing sound overhead and she looked up to see flying machines that looked vaguely like metal cranes. It took Fluttershy a few seconds to realize that these machines were surrounding her from every direction.

Then two larger versions of the machines with yellow marking approached her before changing into some kind of creature. The flying one became a figure with one leg that hovered off the ground while the scooter became another one-legged creature that rolled on one wheel. “Hello, this is Cybertron Spaceport Security and it looks like you’ve made an illegal landing,” said the flying one in a mocking voice.

“Got anything to declare?” asked the wheeled one in a snarking tone.

“I-I don’t even know where I am! What is this place?” asked Fluttershy.

“Cute defense,” said the wheeled one sarcastically.

“Ignorance of the law is no excuse for breaking it,” said the flying one, “Speaking of which, you’ve got an organic beast mode. That’s very contraband here. We’re gonna have to confiscate your spark.”

“My what?” asked Fluttershy.

“Just relax, you won’t feel a thing. Except maybe your life being yanked outta ya,” said the flying one as he held up a creepy cylinder-shaped device with four claws at the end.

That was more than enough to make Fluttershy turn tail and run. “Got another runner,” said the wheeled one, “Cycle Drones, let her have it!”

The mechanized scooters started shooting at Fluttershy, who was somehow able to avoid being shot. “Ooh, tough luck, Thrust. Let me show you how to really get them,” said the flying one, “Aero Drones, bombs away!” The flying machines flew lower and started firing several missiles. Where each one hit, a cloud of green gas burst out. It wasn’t long before Fluttershy was coughing hard on the gas.

“That oughta soften her up,” said Thrust as he started rolling towards her.

Just then, a yellow and purple blur hit Thrust with enough force to knock him over. The flying one didn’t have time to react before he was slammed into too. When Fluttershy opened her watering eyes again, she saw a cheetah with purple spots in front of her. “If you want to keep your spark, come with me,” said the cheetah.

Fluttershy was shocked. The cheetah was actually talking to her. She could understand the speech of animals, but this one was actually talking. But then some shots from the Cycle Drones reminded her that this was hardly the strangest thing going on and she would probably be in better hooves with the cheetah. She followed the cheetah as it ran.

“You got hit by that gas?” asked the cheetah.

“Yes,” panted Fluttershy.

“That means you won’t be able to transform. Just stay close to me,” said the cheetah. As they approached the ring of Cycle Drones, the cheetah jumped and stomped on drones, using them as stepping stones. Fluttershy attempted to follow, but the drones moved too quickly beneath her. She did get to the other side, but not nearly as gracefully as the cheetah.

Seeing the drones were coming for them, Fluttershy desperately tried to fly with her thrusters. All she got was a harsh zapping sensation as sparks jumped across her back. “The virus must be kicking in,” said the cheetah, “Get on my back and I’ll carry you.”

“But won’t you catch it too?” asked Fluttershy.

“Not anymore. I’m technorganic,” said the cheetah before helping Fluttershy on his back and dashing off. As he ran, Fluttershy noticed the cheetah was more unusual than she had thought. She could see mechanical parts on it, places where circuits were obvious. But at the same time, the fur she was feeling felt real.

She didn’t have much time to contemplate as the drones chased after them and Fluttershy had to cling on harder.

Meanwhile, Jetstorm and Thrust were getting back on their feet, so to speak. “Smooth move, biker bot. You let that pussycat get the drop on you,” sneered Jetstorm.

“Like you did any better,” said Thrust, “Let’s not waste time arguing. They’re getting away.”

“Relax, Wheelie. We’ll get that bad ol puddy tat and the pony-bot before they go underground,” said Jetstorm.

Suddenly, Thrust froze up as he felt an unusual pulsing in his chest. “Pony…bot…” he said in a distant voice as his eyes flickered purple and distant memories started coming back to him.

The vast interstellar distance between Earth and Cybertron is very great. Most Transformers would require some sort of star ship to travel between the two. However, Waspinator didn't have a ship nor was his new jet mode built for fast interstellar travel.

"Wazzpinator likes new jet form. No more being shot. No more crowded ship. No more being called useless," Waspinator said, happily, looking around before saying gloomily, "Wazzpinator just wishes it was alot faster. This will be long trip."

In fact, if it wasn't for Starscream's influence allowing Waspinator to tap in transwarp space, he'd probably be flying for millennia. But at least he was able to jump forward in time and space long enough to let his wings recharge at the nearest star before flying on to the next one. The current star seemed tame at least...the last one had been surrounded by weird metal squid ships.

But at very long last, he entered Cybertron's star system and was approaching the blue metal planet. Who cares if he was wanted by both the Maximals and the Predacons? He could always blame the entire thing on Megatron and find a way to weasel out of it. "Cybertron never looked so good," sighed Waspinator, "Wazzpinator finally home..."

Five seconds later...

"WAZZPINATOR HATE HOOOOOME!!!" screamed Waspinator, being forced to dodge lasers, pulse blasts and missiles as the planetary defenses attempted to shoot him down. "Why Cybertron try to blow up Wazzpinator? Wazzpinator didn't do anything!" wailed Waspinator.

Another shot didn’t provide an answer, making Waspinator realize he needed to land...immediately. He could always hide in the undercity.

Cybertropolis was a lot less friendly than Waspinator remembered. He hadn't been in the city limits one nanoklik before many jets were flying after him. They weren't even telling him the reason they were trying to shoot him or anything at all for that matter.

"LEAVE WAZZPINATOR ALONE!" screamed Waspinator, giving his jet form and its weapons a run through their paces, but for every jet he blew away, three more would join in.

In desperation, he flew into a too-narrow space between the buildings for the jets to follow. He landed in robot mode and started running through one of the side tunnels.

Even this wasn’t peace as several bot bikes were after him in short order. At least they weren't trying to blast him apart. Just throwing canisters that was letting out a green gas.

"Why doez universe hate Wazzpinator?" moaned Waspinator, turning a corner.

He thought the gas was supposed to be a smokescreen, but the more he passed through it, the weaker he felt. "Leave...Wazzpinator...alone…" he managed, getting slower, the cycle bots overtaking and surrounding him.

Just then, Waspinator felt a painful surge overtake his body. He staggered as he felt his form changing drastically. Before he knew it, he was back in his original organic wasp mode. “Aw glitch,” groaned Waspinator, “Wazzpinator just got that upgrade.” He tried to fly off only for the bike bots to shoot back to the ground. They grabbed the stunned bug and drove off with him.

Waspinator started to feel nervous as he was taken into the Council Citadel. Of course, being taken to the Tripredacus Council wouldn’t have been much better, but the Maximal Elders weren’t going to be light with him. Though sending these bots and downgrading him was a lot more ruthless than what Maximals usually do.

Eventually, Waspinator was dumped in the central chamber, though the clamp on his wings kept him from flying off. Not that he was likely to since he kept getting painful shocks because of the virus that was keeping him in beast mode.

Strangely though, the chamber was empty. No Maximal Elders to judge him for his crimes, no guards. In fact, there was barely even any floor asides from the floating blocks. Waspinator was wondering if this was actually a prison when something began descending from the ceiling.

At first, it looked like a giant grapevine with a very large bunch of grapes at the end. But as it got closer, Waspinator could see that the vine was made up of dozens of wires which were connected to a figure in a control harness, that was cloaked in panels of metal and wearing a cage-like helmet. “Well, well, the prodigal crewmember returns,” said the figure in a very familiar voice.

“Megatron?” asked Waspinator in surprise.

“It has been quite a while, hasn’t it?” asked Megatron, “Do you like the improvements I’ve made to the planet? No more Maximals, no more chaos, no more organics. Speaking of which, you should have left your beast mode back on prehistoric Earth.”

“Earth was mudball of mizzery,” said Waspinator, “Wazzpinator wanted to come home with cool Transmetal body, but jet bots blew Waspinator out of sky and bike bots downgraded Wazzpinator.”

“My Vehicons are rather remorseless, but I made them that way,” said Megatron, “This planet is completely unified under my superior guidance. The disharmony of individuality has been erased now that I am in command.”

“Where izz everybody?” asked Waspinator.

“Oh, they’re all very close. You’ll be joining them soon,” said Megatron. Waspinator would have asked what that meant, but then his body started sparking again. “Ah, is my virus causing you pain. Don’t worry, my dear Waspinator, you’ll never have to worry about pain again.” At that, his right arm extended into a canister device with four sparking claws on the end. Waspinator felt a lot of unease as it got close to him.

With a great effort of will, Thrust forced himself out of his spark’s memories. The only reason his spark acted up like that was two previous encounters with pony-bots that didn’t turn out well for him. But that didn’t matter now. Thrust was who he was now. Whoever he was before was nothing but a power source, a power source that actually liked his new persona. And he wasn’t going to let that get in his way.

“You ok there? Need a reboot?” asked Jetstorm.

“I’m fine,” said Thrust, “Just need to defrag my files. Let’s get those beasts before they get too far.”

“Only if you can keep up. Jetstorm, Afterburn!” said Jetstorm before shifting to jet mode and flying off.

“Thrust, Overdrive!” said Thrust before racing off in cycle mode.

Fluttershy had to cling tightly to the cheetah to keep from falling off. She had heard that cheetahs were really fast, but she never saw that for herself. She doubted she could move this fast if she were flying. “We should be safe once we’re underground,” said the cheetah, “Well, we’ll have to get the bikes off our trails, but then they won’t be able to find us for a while.”

“I can’t hang on much longer,” cried Fluttershy.

“Just a little longer,” said the cheetah before darting into a tunnel. A large crevice in the floor allowed the cheetah to jump down. Fluttershy let out a small scream before they landed. “Relax. I’ve been through here before. I know where to jump to,” said the cheetah before leaping from ledge to ledge, heading further down.

Gradually, the sound of pursuing drones dimmed. The fliers couldn’t go down a crooked passage like this and the scooters definitely couldn’t climb or jump. As soon as they got to an even floor, the cheetah said, “Ok, we’re safe, but we better keep moving. Our signals should be blocked, but I’m not taking chances.”

Fluttershy nodded and got off the cheetah. No sooner had she done that, then sparks zapped across her body, causing her to wince. “It…hurts…” she groaned.

“I know. We need to take you to Optimus. He’ll be able to fix you,” said the cheetah, walking in a direction.

“Who’s Optimus?” asked Fluttershy, following the cheetah.

“Optimus Primal is our leader and despite what some guys might think, he’s a good one,” said the cheetah.

“How many of you are there?” asked Fluttershy.

“Not a lot. Certainly doesn’t feel like enough to take on a whole planet,” said the cheetah.

“A whole-” started Fluttershy before wincing as she sparked again.

The cheetah gave her a concerned look. “Can you run?” he asked.

“For a while, I think,” said Fluttershy.

“Then let’s pick up the pace,” said the cheetah, “We need to get you to Optimus before you shut down.” With that, the two of them headed off at a faster pace. Fluttershy saw that the cheetah was holding back so that she could run with him. She hoped it wouldn’t be too much farther. These shocks were getting painful.

As they were passing through a larger chamber, a particularly bad shock made Fluttershy cry out and fall. The cheetah immediately stopped and said, “Are you ok? Can you still get up?”

Fluttershy tried to lift herself up, but a bad spasm in her leg forced her down. “I can’t stand,” she said weakly.

“You think you can get on my back again?” asked the cheetah with concern.

“I…I’m not sure,” said Fluttershy, her limbs were feeling pretty weak.

“You just need to hold on a little longer. We need to get to Optimus,” said the cheetah.

“Don’t worry, Cheetor,” said a deep voice, “We came to you.” Fluttershy lifted her head to see a gorilla walking around a corner. But like the cheetah, there were parts about him that were obviously mechanical, namely the huge brass knuckles and the metallic panels on his arms.

Other odd animals followed the gorilla. There was a green rat with a metal tail and a saddle-like depression in its back, a giant magenta spider with very long legs, and a brown and teal bat. Each of them seemed to be a blend of organic and mechanical. The rat looked at Fluttershy and said, “Boy, that’s the most unrealistic horse mode I’ve ever seen.”

“How many horses have you seen?” asked the bat derisively.

“There’s no time for jokes,” said the cheetah who was apparently Cheetor, “The virus got her bad. We need to take her to the Oracle.”

“By the looks of her, I don’t think she’ll make it,” said the spider with a concerned female voice.

“Then we’ll have to reformat her here,” said the gorilla as he approached Fluttershy.

“Optimus, wait. You were exhausted for days after you reformatted Nightscream,” said Cheetor.

“Hey, I didn’t mean for him to be drained,” said the bat.

“There’s no alternative. Her spark is growing weaker from the virus,” said Optimus, “Anyways, my connection to the Oracle is stronger now. I think I will manage it.” He leaned down to Fluttershy and said gently, “You might feel discomfort, but it’s the only way to save you. Just relax and let the power of the Oracle remake you.”

Fluttershy quivered as she felt a dimness in her. “Please, hurry…” she said weakly.

The ape’s eyes started to give off a bright white glow before a similar light came from his chest. Not long after, a beam of white light came out of Optimus’s chest and into Fluttershy’s.

Fluttershy gasped as she felt a sensation she could barely describe. The closest she could think of was when the Rainbow Power gave her the ability to fight Tirek. She could feel the energy filling every portion of being, shifting into a new shape.
The first sensations she felt was in her hooves. Normally indistinguishable from the rest of her legs, they became covered in metal as her legs grew longer. Brown feathers appeared on her ‘elbows’ and shoulders while pink fur appeared on her ‘knees’ and hips, covering up her Cutie Mark. A pair of blue panels appeared on her hind legs as well.

The energy went to her thrusters and turned them back into wings, but ones with long blue feathers made of thin metal. Her tail lost most of its hair, revealing a long cordlike appendage that still had some pink hair like banners and ended with a long tuft. Her head was left mostly intact, but took on a similar circuit-line aesthetic as the other animals. Finally, a blue collar with her Cutie Mark on it appeared on her neck.

When the light finally faded, Optimus sagged a bit, looking a little winded. “Big bot…” said Cheetor with concern.

“I’m fine, Cheetor,” said Optimus, sounding a little tired, “It’s not as bad as last time.”

Fluttershy slowly got to her new hooves and looked at herself with amazement. She was still organic, she could feel it, but clearly mechanical. She was also taller than before, the size of a real horse. “What am I?” she asked.

“It’s called technorganic,” said Optimus, “It’s a perfect blend of cybernetics and organic tissue. We are all like that.”

“Only in our case, we’re real animals,” said the green rat.

“Rattrap,” said Cheetor warningly.

“Oh come on? A winged horse? What’s next, a unicorn?” asked Rattrap.

“Unicorn…wait, have any of you seen my friends?” asked Fluttershy.

“You were the only one in that stasis pod as far as I can see,” said Cheetor.

“And those things aren’t built to hold more than one,” said the spider.

“Maybe they’ve landed elsewhere,” said Fluttershy.

“I only saw your pod falling from the sky,” said Cheetor, “Megatron might have gotten the others, but I don’t think there are any others.”

“Who is Megatron?” asked Fluttershy.

“Boy, are you out of the loop,” said Nightscream, “How long have you been away from Cybertron?”

“Cyber-where?” asked Fluttershy with confusion.

There was a long pause before Rattrap said, “Oh boy, another Maximal with fragged datatrax. At least she knows she’s not a Predacon.”

“Maximal? Predacon?” asked Fluttershy.

“Looks like she doesn’t even know she’s a Transformer,” said the spider.

“Blackarachnia, please,” said Optimus sternly before turning to Fluttershy, “It’ll be safer to talk when we’re further down. We’ll try to fill in your missing datatrax on the way.” With that, he started walking down one of the tunnels and the others followed.

Fluttershy hesitated a moment before Cheetor said, “You’ll be fine. You can trust us.”

Fluttershy nodded before following the technorganic cheetah.

During the long walk through the tunnels, Fluttershy got a brief history of Cybertron, homeworld of the Transformers. She was told about the Autobots and Decepticons, the Great War that was fought for millions of years, of how the Decepticons were finally defeated when Optimus Prime and Rodimus Prime finally defeated Galvatron.

After that, Cybertron was at peace for 300 years, the Autobots and Decepticons eventually rebuilding themselves into smaller, more energy-efficient bodies and rebranding themselves Maximals and Predacons.

Of more relevance was when Optimus Primal and his crew pursued Megatron to what was eventually revealed to be prehistoric Earth and the Beast Wars that took place there. The Maximals had won the final battle and were returning home when a transwarp storm hit their ship and caused Megatron to be separated and sent back to Cybertron well-ahead of the Maximals.

Unfortunately, as Nightscream described, Megatron had used the opportunity to spread a transformation-inhibitor virus and started capturing Maximals and Predacons alike. He removed their sparks, the source of their life and sentience, and recycled their bodies to make vast legions of sparkless Vehicon drones to hunt down everyone.

Then Fluttershy was told of what happened when Optimus and his crew returned to Cybertron. How they were infected by the virus but cured and reformatted by the Oracle. She was told of their quest to save Cybertron from Megatron’s tyranny and some of the many battles they have had. Their most recent battle had been when Megatron, who was thought to have been destroyed, revealed himself to have been the purely-organic Noble/Savage all along and has now taken control of a giant ship shaped like his own head and re-established his control over Cybertron.

“So basically, we’re back to Square One, again,” said Nightscream.

“It does sound like you’re making some progress,” said Fluttershy.

“Megatron has a bigger, stronger body than ever, he still has his Vehicons and his Vehicon generals, and we still don’t know where he’s keeping the sparks,” said Nightscream.

“Well, he only has two generals now,” said Rattrap, “Tankor didn’t get an extra life.”

Fluttershy noticed the sad expression on Optimus’s face. “Tankor was your friend, wasn’t he?”

“His spark was that of Rhinox, one of our oldest friends,” said Optimus, “The shell program that Megatron used turned him against us. He nearly caused the destruction of Cybertron, but if we had removed that shell program, it might not have come to it.”

“You can’t keep thinking about the past,” said Cheetor, “We’ve got to move forward.”

“Those other two, Thrust and Jetstorm, who were they?” asked Fluttershy.

“Thrust was a loser Predacon named Waspinator,” said Rattrap, “You don’t need to worry about him.”

“Yeah, it’s not like he’s really Blackarachnia’s boyfriend,” said Nightscream.

Blackarachnia hissed at Nightscream and said, “Don’t push me, winged rat.”

“Hey, you were the one looking for your sparkmate in the wrong guy,” said Nightscream.

“Nightscream, enough,” said Optimus.

“So, Jetstorm would be…” started Fluttershy.

“Silverbolt,” said Blackarachnia, “Don’t let his rudeness fool you. Silverbolt is a lot more of a gentlebot.”

“Yeah, a real knight in shining armor,” said Rattrap before putting on a posh tone, “Stop foul villains, you shall not harm this fair damsel.”

“Huh, you sounded just like him,” said Cheetor, “Have you been practicing?”

“There ain’t much to do around here,” said Rattrap.

“How much farther is it until we’re…where are we going again?” asked Fluttershy.

“The Oracle. If anything can tell us what happened to your friends, it can,” said Optimus.

“And yet it hasn’t been any help with finding the lost sparks,” said Cheetor bitterly.

“And what makes her friends different from everyone else that’s on Cybertron?” asked Nightscream.

“Because we’re not from Cybertron,” said Fluttershy.

“I know your datatrax got wiped, but you are a Transformer,” said Blackarachnia pointedly.

“I wasn’t born one,” said Fluttershy. With that, she began explaining who she was and where she was from. She didn’t give an overly detailed history of Equestria and herself, but she did tell them about herself, her friends, and what very little she could remember of how she came to be in her metal body. “I think we were abducted by aliens or something,” said Fluttershy, “I’m not sure how else to explain it.”

“An organic turned into a Transformer,” said Rattrap disbelievingly, “I thought I heard all the craziest tales…”

“I’m still trying to process the world of unicorns and Pegasi,” said Nightwing.

“There’s earth ponies too,” said Fluttershy timidly.

“One way or another, the Oracle will reveal the truth,” said Optimus, “And thankfully, we aren’t far now.

Fluttershy was at first more than a little alarmed that the group was walking on a bridge towards what looked like a raging inferno. But as they got closer, the flames became fainter before with a shimmer, it was all replaced by a gigantic circular screen showing what looked like a view of space.

“This is the Oracle, the mega-computer that programmed the first Transformers on Cybertron,” said Optimus Primal, “At its core, it remains Vector Sigma, but as our race has evolved over eons, so has it.”

“And this computer can tell me where my friends are?” asked Fluttershy.

“It might,” said Optimus, but with a little bit of doubt in his voice for the first time, “But if you really aren’t from Cybertron, its knowledge may be limited.”

“Besides, even if it knows all, it definitely doesn’t tell all,” said Rattrap.

“It’s still better than nothing,” said Fluttershy as she approached the giant screen. She paused for a moment before asking, “Uh, how do I use this?”

Her answer came when a beam of white light shot out of the screen and struck her chest. Fluttershy gasped before her eyes started glowing white. “A new spark has appeared,” said a female voice, “Accessing datatrax…”

Fluttershy suddenly found herself aboard an alien ship. She could see her friends clamped in pace inside pods and it took her only a moment to realize she was in the same position. In front of them, she could see a blue robot that had ragged wings and with a dragon’s neck and head for his left arm.

Then it came rushing back to her. That was Cryotek. This was when he was going to experiment with her and her friends and it would seem she was about to witness it again.

“You have no right to be doing this!” Rarity was yelling.

“Simply because you’re a less-advanced lifeform?” asked Cryotek mockingly, “The humans have better technology than you do.”

“That makes ya a bully!” snapped Applejack.

“My ambitions are set much higher than simply tormenting your pitiful planet,” said Cryotek, sounding a little bored, “You are simply a means to an end.”

“Then what do you want?” asked Twilight Sparkle.

“My kind has visited your planet before,” said Cryotek, “It was long ago, long before any of you were born. But they left their mark here and a little bit of treasure.”

“What kind of treasure?” asked Rainbow Dash.

“Nothing very material, I’m afraid,” said Cryotek, “But on your world is a clue, a compass if you will, that will lead me to one of the most powerful artifacts known in existence. And it will give me unparalleled power.”

“So why not just take the compass and leave Equestria alone?” asked Fluttershy, finding her voice at last.

Cryotek chuckled and said, “My dears, you are the compass.”

“How can we be a compass?” asked Pinkie.

“I could explain it, but what’s the point in discussing plans with tools,” said Cryotek before typing into a console, “Now this might not hurt, but who’s to say?” With that, the pods started to close up, sealing the ponies in…

Fluttershy suddenly found herself back in her technorganic pony form, floating in a colorful void that had many 0’s and 1’s racing around her. Floating in front of her was a large yellow ball with a honeycombed pattern over it.

Then she heard that female voice again, “Your datatrax is fully recovered. You are not of Cybertron, but you are part of it now. Your friends are not here but do not look for them. They will come to you. There is more power in unity than division.”

Abruptly, Fluttershy was back in front of the giant screen, surrounded by Maximals. “Are you alright?” asked Cheetor with worry.

“What did you see?” asked Optimus.

“I saw…what happened to us,” said Fluttershy, shuddering with horror, “A robot named Cryotek turned us into robots somehow.”

“I’ve heard of Cryotek,” said Optimus, “Apparently Megatron once worked for him before he went to Earth.”

“I doubt Megatron would have spared him,” said Nightscream, “His spark was probably collected with all the others.”

“He could have left Cybertron before that happened,” said Blackarachnia.

“For all we know, there’s probably more time travel mumbo-jumbo mixed up in this,” said Rattrap.

“That might not be important now,” said Fluttershy, causing the Maximals to turn towards her, “The Oracle said that my friends will come to me.”

“What else did it say?” asked Optimus.

“That while I’m not of Cybertron, I’m part of it now,” said Fluttershy, “And also there’s more power in unity than division.”

“Like that’s something we don’t already know,” said Rattrap. Fluttershy gave him an annoyed look. “Uh, not the part about you, but our fearless leader’s always droning on about unity and working together and all that stuff.”

“Why should my saying it make it any less true?” asked Optimus in a stern tone.

“It gets real old real fast,” said Rattrap.

“Guys, we’ve got a guest here. Try not to make a scene,” said Cheetor.

“Guest? She’s just going to wait around her for her friends to come pick her up?” asked Nightscream in disbelief.

“Well, no, that wouldn’t be proper of me,” said Fluttershy, “And this problem you have with Megatron sounds like something serious. I should try to do something to help, if I can.”

“We’re not in any position to be choosy,” said Blackarachnia.

“We appreciate any way you can help us out,” said Optimus, “I think we should start by helping you unlock your robot mode.”

“I wouldn’t even know how to do that,” said Fluttershy, “I’ve always been a pony, more or less, and I don’t know anything about transforming.”

“We’ll help out,” said Cheetor, “If it took Rattrap so long to transform, it can’t take you longer.”

“Oh sure, you had to bring that up,” grumbled Rattrap.

“There’s no reason to really hurry for me,” said Fluttershy, “I don’t mind being a pony.”

“You’ll be thinking differently when the Vehicons are shooting at you,” said Nightscream, “It’s easier to fight in robot mode.”

“Do I really have to fight?” asked Fluttershy.

“You can’t be serious,” said Blackarachnia flatly.

“There’s no room for pacifism in this war,” said Cheetor, “Megatron won’t rest until every last spark is in his possession. There is nobody on his side that you can talk reason to.” Fluttershy noticed a bit of discomfort on Blackarachnia’s face when he said that. It was hard to tell on a spider’s face, but Fluttershy had a knack for sensing the moods of animals.

“We won’t drag an unwilling bot into our war,” said Optimus, “The decision to fight must be hers.” Then he turned to Fluttershy and said, “Though I must urge you to not sit by. We need all the help we can get with this war.”

“I’ll try to see if I can help in some way,” said Fluttershy, “But I wasn’t much of a fighter back home.”

“Well, we need to go for an energon run,” said Blackarachnia, “I suppose she can help out with that.”

“We can start her off with that,” said Optimus, “Take Nightscream with you. You might need an extra pair of eyes in the sky.”

“I’ve got enough eyes to spare,” said Blackarachnia but she turned to Nightscream and, “C’mon, kid. You’re with us girls tonight.”

“Great,” said Nightscream, sounding a little annoyed.

As the three of them moved out, Rattrap said to Optimus, “You sure you wanna let the new kid hang around someone who’ll sour their perspective on things?”

“I thought you were over your suspicions of Blackarachnia,” said Optimus.

“I was talkin’ about Nightscream,” said Rattrap.

Megatron was not pleased with Jetstorm and Thrust reported back. “You let her get away?!” he thundered, the optics of the Grand Mal glowing a dangerous red.

“Hey, I would have got here, but then the unicycle got in my way,” said Jetstorm.

“Typical Jetstorm,” snarked Thrust, “Blaming everyone except yourself.”

“Enough!” snapped Megatron, “There is another organic mongrel on Cybertron because you cannot agree on anything!”

“We agree you’re the best and they’re the worst,” said Jetstorm.

A blast of energy sent Jetstorm spinning through the air. “It’s time you two started getting more serious about Maximal hunting,” said Megatron, “You will bring me a Maximal before sunrise or you will both be melted down.”

“Not gonna fail you this time,” said Thrust before he started rolling out.

“Have no fear, mon capitain,” said Jetstorm before flying away.

Megatron was hardly assured by their promises. Perhaps it was time to consider new generals…

While Fluttershy was relieved to have her wings back, she wasn’t quite so sure if this was the place to use them. Not just because they were underground and she couldn’t spread her wings like Nightscream, but with all the Vehicons wanting to shoot her, she’d probably want to be less of a target. So she was walking with Blackarachnia while Nightscream flew overhead.

Trying to make small talk, Fluttershy asked, “So, are there many female robots here? I’m not sure it would work the same way it does back home.”

“We’re not as rare as we used to be,” said Blackarachnia, “It used to be that only 1 out of 13 were female, but the numbers have evened out a lot since then. I suppose for you it was 1-to-1.”

“Well, sometimes it feels like there are more mares than stallions,” said Fluttershy, “But maybe it’s just me.”

“You have any guys back home waiting for you?” asked Blackarachnia.

“Well, I’m sure I have plenty of animal friends who are waiting for me to come home…” said Fluttershy.

“Just friends or…” started Nightscream.

“What else would there be?” asked Fluttershy. Then she finally caught their hints. “Oh, no, I don’t really have a special somepony,” she said, “Not many of my friends do, actually.”

“Just as well. You’re not likely to get back home at this rate,” said Nightscream.

“Keep it to yourself, batboy,” said Blackarachnia.

“She has to face reality,” said Nightscream, “I don’t want to lose the war, but I know there’s a chance we can’t win.”

“I’m sure we can do something,” said Fluttershy.

“Right now, we are,” said Blackarachnia before pointing a leg. The tunnel they were taking had come above ground and they could see what was beyond it. What looked like a factory was lit up and busily working.

“What does that place make?” asked Fluttershy.

“It’s an energon refinery,” said Nightscream, “Used to be these places couldn’t produce quite enough energon for everyone so they had to downsize for fuel efficiency. Even then, it wasn’t enough to let them keep fighting the war.”

“Why would they want to keep the war going?” asked Fluttershy.

Blackarachnia shrugged and said, “Predacons just want to keep conquering. It’s hardwired into their programming. But now with the population reduced to just Megatron, his generals, and his mindless drone army, that refinery’s making more energon cubes than Megatron needs and he just hordes it all for himself.”

“So we’re just going to help ourselves to the surplus,” said Nightwing.

“Isn’t there any plants we can eat?” asked Fluttershy.

“We tried that once, but the organic stuff makes us feral,” said Blackarachnia.

“So if we wanna refuel, we get energon,” said Nightscream.

“But Megatron’s not going to let us have it,” said Fluttershy.

“Right, so here’s the plan…” said Blackarachnia.

As the newest member of the Maximals (even only temporarily) and having not figured out how to transform yet, Fluttershy was given the least dangerous job. Or at least Blackarachnia and Nightscream assured her it was the least dangerous.

The energon refinery had a few Vehicon sentries. It used to be just Tank Drones, but since Tankor’s rebellion, those drones had been recalled. Instead, Cycle Drones rolled around the perimeters. They weren’t the hardest drones to take down, but it worked a little easier if their attention was focused on something else.

That something else was Fluttershy. Fluttershy took long breaths as she talked to herself, “Ok, you can do this. You can do this. You don’t have to fight. You just have to run away. This will be easy for you.” Her feathered wings twitched, though she wasn’t sure if it was anticipation or nervousness. It would be anticipation for Rainbow Dash. Fluttershy just had to think of what Dash would do in a situation like this.

Steeling her nerves, she walked out into the open. “Um, excuse me,” she called. The Cycle Drones put on the brakes and turned to glare at her. “Um, could you please keep the noise down? There are decent people trying to sleep,” she said. Taunting wasn’t much of her thing.

Being sparkless drones, the Vehicons didn’t register insults. But they did react to organic presence. They raced toward Fluttershy with deadly intent. Fluttershy immediately turned tail and galloped off. Her longer legs covered a lot more ground than her normal ones. However, the Cycle Drones were quickly catching up.

But before they could get at Fluttershy, a glowing green energy web appeared in front of them and they all got stuck in it. After that, all they could do was struggle to get out like trapped flies. “Not bad, kid,” said Blackarachnia, “Now, let’s get our energon before more show up.”

Walking into the refinery, Fluttershy could see many stacks of metal crates that were glowing blue from the inside. “Is this all energon?” asked Fluttershy.

“Yep, fuel, ammo, and lifeblood of all Cybertronians,” said Nightscream.

Fluttershy looked around and said, “This is enough to power-”

“An army?” asked Nightscream, “Yep, Megatron’s Vehicon army. He’s got enough to spare.”

“How many do we need?” asked Fluttershy.

Blackarachnia grabbed six crates and tossed them into a net of her cyber-silk. “That should do it,” she said.

“Really? Only six?” asked Fluttershy.

“These technorganic bodies are incredibly fuel-efficient,” said Blackarachnia, “This will keep us fueled for a decacycle.”

“We could double that,” said Nightscream.

“We’re only taking what we can carry,” said Blackarachnia, “Besides, I’d rather not be running with an extra-large sack of explosive fuel.”

“We can’t just keep this a game of hit-and-run,” said Nightscream.

“Our moment will come,” said Blackarachnia.

“Shouldn’t we be going?” asked Fluttershy.

“Yeah, let’s go,” said Blackarachnia, webbing up the net and attaching it to her back.

The trio took an alternate route back to where the other Maximals were, to avoid any Vehicons following them. “That was a good first mission,” said Blackarachnia to Fluttershy, “I think we’ll be able to get along pretty well.”

“I don’t see this as more than a temporary thing,” said Fluttershy.

“Yeah, we’ll need to get you in robot mode and ready to fight,” said Nightscream. Fluttershy winced at that.

“You can’t rush her into this,” said Blackarachnia.

“I wasn’t ready for war, but I got dragged into it too,” said Nightscream.

“I’m not sure I’d be good in a fight,” said Fluttershy.

“Then what are you good at?” asked Nightscream.

“Taking care of animals,” said Fluttershy.

“Well, we don’t have any animals on Cybertron. Ones that aren’t alt-modes or fossils anyways,” said Nightscream.

“Then what made that?” asked Fluttershy, pointing at some claw marks on the wall.

Nightscream paused as he looked at the scratches. “Noble!” he said, sounding excited.

“Noble? As in the werewolf that used to be Megatron?” asked Fluttershy.

“That’s not possible,” said Blackarachnia, “Megatron’s spark left him.”

“Well, a pure-organic Transformer wouldn’t need a spark, would he?” countered Nightscream.

“Does he even count as a Transformer?” retorted Blackarachnia.

“Well, he’s…something,” said Nightscream, “And I know he’s alive.”

“Those scratches could have been made when Megatron was pretending to be feral,” said Blackarachnia, “And this is no time to be tearing off on a wild dragon chase. We’ve got energon to bring back, remember?”

Nightscream looked crestfallen at this so Fluttershy said, “Maybe next time.”

Meanwhile, Jetstorm and Thrust were investigating the energon refinery. “Your biker boys weren’t very sharp this time,” said Jetstorm, pointing at the Cycle Drone in the technorganic webs.

“And your flyers didn’t do anything to stop them,” shot back Thrust.

“Well, let’s look at the bright side,” said Jetstorm, totally ignoring Thrust’s comment, “They didn’t wreck the place.”

“But Megatron’s gonna blow a fuse over his missing energon,” said Thrust.

“It’s a drop in the bucket for him,” said Jetstorm.

“He still doesn’t like to share,” said Thrust.

“Hmm…good point. But we’ve got one advantage,” said Jetstorm as he pointed at the web, “The spider babe’s with them.”

“So?” asked Thrust.

“I think it’s time I used a special trick I was saving,” said Jetstorm.

The trio were currently passing through what was apparently a subway station before Cybertropolis was depopulated. “We’re almost there,” said Nightscream.

“Good, because this sack is starting to dig into me,” said Blackarachnia.

"Maybe I could carry it," said Fluttershy.

But then something caught her eye. One of the screens on the wall had what she presumed was the train schedule, though she couldn't read this Cybertronian language. But now it was starting to flicker. The screen flickered to a fuzzy image. "Blackarachnia...can you hear me?" said a concerned voice.

Blackarachnia quickly spun to look at the screen. "Silverbolt?" she asked.

The fuzzy image sharped to show Jetstorm, except his optics were glowing gold. "Blackarachnia, oh dark venom of my heart," said Jetstorm in a completely different voice, "I've waited so long to see you. But I fear I don't have much time."

"Silverbolt...but...how?" said Blackarachnia, confused.

"I've...managed to take control....but I don't know for...how long..." said Silverbolt, who clutched at his chest as he spoke.

Blackarachnia paused before, coming to an internal decision, said, "Ok...give me your coordinates. I'm coming to get you."

"You must...hurry..." said Silverbolt, a set of coordinates flashing on the screen before it went blank.

Nightscream tilted his head before he said, "You know that's a trap, right?”

"It seems kind of obvious," said Fluttershy.

"But it could be my last chance to get Silverbolt back," said Blackarachnia.

Nightscream said, "Yeah...and we got energon to take back too."

Blackarachnia considered the bat for a second before picking up the sack of energon cubes and tossing them to Nightscream. "Here, take them back to the others," she said, "I'm getting Silverbolt back." With, she jumped onto a passing train.

Nightsctram rolled his eyes, "I thought love was blind, not stupid."

"Well, it does tend to make people act crazy," said Fluttershy, "When my friend Rarity has a crush..."

"Not that important," said Nightscream, "We need to save her before the Vehicons yank her spark out."

"What?" said Fluttershy in horror.

"You really think Jetstorm is asking her out on a date?" asked Nightscream.

"Maybe he really is back to normal?" asked Fluttershy.

"Not without some organic goo," said Nightscream.

"Oh, then I suppose we better drop this energon and hurry," said Fluttershy.

"Actually, that energon may come in handy," said Nightscream.

Blackarachnia watched from a small rooftop, checking the coordinates. As much as she wanted to believe it was Silverbolt, she wasn’t completely incautious. As such, she had a few tripwires and webs set up in case some uninvited Vehicons showed up.

She was about to give up when she saw Jetstorm land in the square.

"Silverbolt," she whispered before she climbed down the wall.

Jetstorm seemed to not notice her till she reached ground level. "Blackarachnia?" asked Silverbolt's voice.

"Silverbolt," said Blackarachnia as she approached the hovering figure.

"I can't believe that you...FELL FOR IT!" At the shift in tone, several lights came on from hovering Aero Drones. Blackarachnia turned to run, only for two drones to fire a line of shots in her path.

"I mean, really, babe. Even a protoform would have seen through that," said Jetstorm, "I guess Silverbolt is one fly that this spider can't resist. But me, I'm a lot harder to catch."

"This was low, even for you!" snapped Blackarachnia.

"Thank you. I do my best," said Jetstorm, taking a bow.

Thrust drove up at that, several cycle drones with him. "Hey, save the celebrations for when her spark’s yanked out. There's still time for one of her friends to interfere," he snapped.

"Don't worry about it," said Jetstorm, "I've seen all their tricks. I'm ready for anything."

The two generals jumped back as a large crate with the symbol for energon landed between them, the drones searching for who had done so. What was really puzzling was it was beeping. Blackarachnia took advantage of the confusion to scurry backwards. The drones opened fire as the two generals approached the crate, the beeping getting faster.

"Big boom?" asked Thrust.

"Looks like it," said Jetstorm.

"This seems painfully familiar," said Thrust.

A second later, the crate exploded in their faces.

Nightscream and Fluttershy flew down to Blackarachnia. "Do I have time for one 'I told you so' before we run?" asked Nightscream.

"We're not running," snarled Blackarachnia, "This just got personal." In a flash of green light, Blackarachnia transformed to robot mode. She was much more humanoid than Fluttershy expected, including having long black hair. The biggest indication that she was a spider were her pointed feet, the spider abdomen and extra pair of legs hanging from her backside, and the two extra pairs of eyes on her forehead.

The Aero Drones turned at that, before opening fire at the new priority target. Blackarachnia sent several weblines out that snared the Aero Drones before swinging them into more.

Nightscream sighed and said, "More of the love craziness. But as long as the fighting's started..." In a flash of sky blue light, Nightscream became a robot with long fingers, large ears, bat wings growing from his ankles, and an oddly long cowlick.

Fluttershy squealed as a Cycle Drone drove at her, firing, luck having a recently-smashed Aero Drone smash into it. "Should I really be here?" asked Fluttershy.

"Best way to learn's in the heat of battle," said Nightscream before launching a sonic scream.

Another Cycle Drone headed for her at that. Lacking options, Fluttershy turned and kicked out with her hind legs. The drone was actually sent flying pretty far.

"Nice kick," whistled Nightscream, smashing another drone.

"You should see Applejack," said Fluttershy.

Blackarachnia used her venom shock on several more drones before glaring at where Jetstorm was trying to get his arm back on, looking at her before trying to do it faster.

"No more Miss Nice Spider," she snapped before charging at Jetstorm. Jetstorm finally got his arm back on, firing as he took off. Blackarachnia shot a webline at Jetstorm and snapped, "I'm getting Silverbolt out of you even if I have to rip his spark out!"

"Well, that's not much incentive for me to stay still," said Jetstorm before jetting up into the sky, pulling the Maximal behind him.

Blackarachnia held on as hard as she could as Jetstorm flew along the side of buildings, hoping to bash her into the sides
"Mayday, mayday, the cling-on has got us, cap'n!" said Jetstorm, putting on a Scottish accent as he started going down. Another blast got his left booster at that, Jetstorm yelping "I’M REALLY GOING DOWN!”

Jetstorm was heading for the rooftop of another building and it wasn't going to be a soft landing. "Oh, this is gonna suck," he muttered just before they 'landed’ via the floor just under the roof, into an old office or some sort.

Blackarachnia groaned as she sat up. "Ugh, note to self: use paralyzing venom on flying target only when he's close to the ground," she muttered. She looked over to see Jetstorm unmoving against the far wall, his optics dark. She immediately felt worried. If Silverbolt's spark was extinguished, she'd never get him back.

She walked up cautiously, sadly not cautiously enough as Jetstorm suddenly shot upright and shot her. Blackarachnia hit the wall and slid down it. Before she lost consciousness, she heard Jetstorm said, "Really, this is just getting sad..."

Even though Jetstorm had flown off, there were a lot more Aero Drones left than either Nightscream or Fluttershy expected. So the two of them were now trying to fly away from them.

"Keep going, Fluts!" called Nightscream.

"I don't think I like that nickname," said Fluttershy.

"We'll discuss it after we escape these idiots," called Nightscream, heading down an alley.

"Shouldn't we go up?" asked Fluttershy, flying higher.

"No, wait!" called Nightscream, flying after her. Fluttershy cleared the roofs to see dozens of Aero Drones hovering in wait. "Oh boy," said Nightscream, "Guess we're gonna have to-"

Just then, the air was rent by a very loud roar. "What was that?" asked Fluttershy.

"Can it be?" asked Nightscream.

Just then, a blast of fire took out a few Aero Drones. Fluttershy turned to see where it came from. Flying towards them was the most hideous dragon she ever saw. She wasn't entirely sure that it was a dragon as it was built more like an alligator. It had two short legs, two long tails, four nostrils, no eyes, many, many teeth, and bony spikes running down its back.
The remaining drones turned to open fire, their shots bouncing uselessly off. The dragon roared before breathing more fire. "Er, is that Savage?" asked Fluttershy nervously.

"Yes!" said Nightscream excitedly, "I knew he was still alive!"

"He’s not going to come after us, is he?" whimpered Fluttershy as Savage finished the last two drones off.

"He shouldn't," said Nightscream, a little less confidently, "Savage is a bit unpredictable. But he did come to save us." Savage glided down to the ground before he started stomping off.

Nightscream headed forward at that. "Hey, Savage, it’s your old bud, remember?" he said carefully. Savage turning its head slightly with an annoyed snort. "Can I talk with Noble?" asked Nightscream, "You know, for old time's sake?"

Savage growled slightly at that, clearly not liking the idea. "I just want to see Noble again," said Nightscream.

Savage growled but then folded his wings close. Under his wings, his body shifted. Legs became arms, tails became longer legs, red scales turned to blue fur. Then a werewolf-like beast stood up and let out a howl, the wings flaring out before shrinking into his body. It was an unusual creature, humanoid but clearly bestial with large bony spikes. Noble managed a whimper, shaking his head, as if he was dizzy.

"Fluttershy, this is Noble," said Nightscream.

Fluttershy landed in front of Noble and said, "Very nice to meet you." Noble growled at Fluttershy, showing he still had sharp teeth.

Nightscream gulped. "Hey, maybe you should back up? He's not good with...strangers…" he said, his voice trailing off as Fluttershy had Noble snuggling his head against her, panting happily.

"Aw, you're a good boy, aren't you?" asked Fluttershy, scratching Noble behind the ear.

Nightscream stared as Noble leaned into the scratching. "How?" he asked finally.

"I have a way with animals," said Fluttershy, "Though we don't have anything like Noble back home. Well, I suppose the Diamond Dogs, perhaps. But they're sapient creatures. By the way, where's Blackarachnia?"

"I thought she was behind us," said Nightscream with concern.

"Should we be worried?" asked Fluttershy.

"Well, Blackarachnia can usually handle herself," said Nightscream, "But we probably ought to call the others."

Jetstorm grinned as he had his drones toss Blackarachnia down in front of Megatron. "You asked, I delivered. One Maximal and it's well before sundown," boasted Jetstorm, "It was easier than you think."

Megatron said in a sneering voice, "Well, if it’s that easy, you can repeat the feat."

"Excuse me?" asked Jetstorm.

"We know the only reason you were able to get close to her is because of her attachment to your previous self," said Megatron, "If you want to prove your mettle and your metal, I want you to capture a real challenge. Say...the newest Maximal."

Jetstorm snapped, "You wanted a Maximal before sundown, I gave you a Maximal before sundown."

"We are at war," said Megatron, "And it will only end when every Maximal has been exterminated. Or would you rather go back with the other sparks?"

Jetstorm paused before saying, "I'll have the new Maximal here by nightfall. But one condition: you don't get the spider until then."

Megatron glared and said, "You dare to defy me?"

"Oh, not quite," said Jetstorm, "That little horsey will be more likely to come if I've got a hostage to exchange."

Megatron paused, sorely tempted to use Jetstorm’s shutdown code before finally saying, "Very well...but if you fail, you know what will happen."

"You don't have to worry," said Jetstorm, "You'll get your little pony soon enough."

The Maximals got worried when Blackarachnia didn't return. "We've got to go after her," said Cheetor, "I'm not going to wait for her spark to get extracted."

"And I agree," said Optimus, "But they could have her anywhere in Cybertropolis."

Rattrap spoke up at that, "I's got one idea. The Vehicons can sense us when we're in robot form. We never tried to do it, what if we can?"

"A good idea, except that would make every Vehicon notice where we are," said Cheetor.

"Well, we don't have to do it here," said Rattrap.

"And if one of us is absent when they find us, they'll know one of us is sneaking in," continued Cheetor.

"They can't find us in beast mode, right?" asked Fluttershy, "But I still can't use my robot mode, if I even have one."
Optimus paused before saying gravely, "You realize how dangerous this will be. If they find you without a robot form..."

"I've managed to get by without one for my whole life," said Fluttershy.

"Very well. Thank you," said Optimus, though he was clearly unhappy.

"I should go with her for backup," said Cheetor.

"Very well. Our friend here will need help," said Optimus.

"I promise we'll get her back," said Fluttershy.

Fluttershy and Cheetor went to one of the entertainment districts of Cybertropolis. "You know, when we were stuck on prehistoric Earth, what I wanted to do when I got back was go to Six Lasers Over Cybertron," said Cheetor.

"That sounds like the sort of place DJ Pon-3 would work at. Was it nice?" said Fluttershy politely.

"It was the best amusement park on Cybertron," said Cheetor.

"How many amusement parks are there on Cybertron?" asked Fluttershy in a slightly teasing tone.

Cheetor paused before saying, "One."

"Maybe we could go there later," said Fluttershy.

"I doubt Megatron left it standing," said Cheetor, "It's the sort of place he'd hate. Too much chaos, too much individuality. At least he had a sense of humor on Earth."

"What was this place like, before...all this?" asked Fluttershy, looking at the deserted streets.

"Mostly Maximals and Predacons going about their own business," said Cheetor, "I mean, Predacons still hated us, but they weren't starting fights. Apparently, they had their own Secret Police to keep the peace. Honestly, I'm not sure how much longer the peace would have lasted if half the things I've heard of were true. But now Megatron wants the whole planet all to himself."

"What...what happened?" asked Fluttershy, looking into what seemed to have once been some sort of shop, items scattered where they had been dropped.

"Megatron's virus, the Vehicons to pick off the stragglers," said Cheetor, "We're all that's left to oppose him."

Fluttershy nodded and said, "Then we better find Blackarachnia. I just hope she's not somewhere we can't get to."

On cue, all the city’s screens came to life, Jetstorm’s face appearing. "Ok, you little...pony," he snapped before facepalming, muttering, "I can’t believe I had to say that…" before he continued, "I know you've had a long day, you just lost a friend. But hey, I'm a reasonable jet. I'm giving you a chance to save your leggy friend. You just have to show up here. You can read, can you?"

Fluttershy squinted at the row of Cybertronix before, just as she was about to ask, Jetstorm said rudely, "Please tell me it can read..."

"Oh, it's back at the racetrack," said Cheetor.

"He could have just said it," said Fluttershy.

"He's a Vehicon, not exactly one for fighting fair," said Cheetor.

"So anyways, in case you can't read, head back to the racetrack where your pod crashed," said Jetstorm, "I suggest you come alone. For every buddy you bring, I'll pull a leg off her. Of course, not showing up at all means I'll yank her spark out. Better trot along, pony girl."

Fluttershy whimpered at that. "You can’t come..." she managed.

"You do realize it's a trap, right?" asked Cheetor pointedly, "And Jetstorm has absolutely no intention of letting Blackarachnia go even if he gets you."

"I have to give him the chance to do the right thing," said Fluttershy with a calm she definitely didn’t feel.

"Listen, I know Silverbolt had the noblest spark of all, but Jetstorm is the complete opposite of that," said Cheetor, "If Silverbolt could have done anything to stop Jetstorm, don't you think he would have done so by now? He's almost as bad as Tankor was after he unlocked Rhinox's memories."

"Everypony deserves a chance. Everyone at home thought Discord was irredeemable," said Fluttershy.

Cheetor sighed and said, "I probably shouldn't, but I'll give you a chance to give him a chance. But I'm still coming with you. I'm not letting Blackarachnia get hurt."

"Ok, but please, let me try," said Fluttershy.

The racetrack hadn't changed since Fluttershy had crashed there. It seemed longer ago than it actually was. She noticed an Aero Drone watching her before the lights came on. "You actually came," called Jetstorm, landing in the middle of the track.

"I came for my friend," said Fluttershy, "Where is she?"

A light came on, illuminating a restrained Blackarachnia. "Safe and sound. Would I lie about that?" asked Jetstorm.

"I know you've lied about a lot of things," said Fluttershy, "But I know there is good in you. You were their friend once. It's not too late for you to change."

"Oh please. Is this where you appeal to Silverbolt?" sneered Jetstorm.

"I know he's still in there. He was reaching out to Blackarachnia before," said Fluttershy.

Jetstorm paused before laughing. "You gotta be kidding. I just used that featherbrain’s memories to lure her in," he managed, before pausing, looking up and fixing eyes with Fluttershy, who's eyes were wide in anger.

"HOW DARE YOU!?" yelled Fluttershy, "How could you pull at her heart like that? Do ever give a second to consider the cruelty of your actions? She loved you and you toyed with her! You should be ashamed of yourself!"

Jetstorm was about to reply, order his drones to attack, do anything but his vocal processor had decided to shut down, replaced with a spark-crushing sense of shame. That shame soon turned to alarm when he felt his spark pulsing. "Oh no, you don't," he snapped as he tried to fight down the consciousness stirring.

He looked up at the Aero Drones, his optics flickering between his normal color and golden, managing "Shoot..." before his eyes turned gold for a second and he said "Yourselves." The mindless Aero Drones pausing before obeying their order.

Cheetor sped out of the shadows to Blackarachnia's side. In a flash of purple light, he was in robot mode. Fluttershy admitted that Cheetor was rather handsome in robot mode, even if his legs were too long and skinny for his muscular upper body.

Jetstorm was shaking his head, his optics spending more time gold, before there was a blur, a clang and he was out cold on the ground, Thrust skidding to a halt. "Knew you didn't have what it took to pull this off," said Thrust, "Now it's my turn." Fluttershy glared at Thrust who shook for a bit before giving her a sneering look. "Nice try, but you'll have to better than that," said Thrust.

"Then I will," said Fluttershy. Her outburst at Jetstorm had quieted all the uncertainty within herself. She had enough of these Vehicons' cruelty. Now she was standing up to them.

A pink light shone inside of Fluttershy's chest before it spread out over her body. She reared up onto her hindlegs as they reconfigured into a more bipedal design, her hooves becoming like boots. She flared out her wings which extended into feathered arms. Her forelegs and tail seemed to disappear into her body. Her torso expanded into a more feminine form, her Cutie Mark appearing on her chest. And her equine face was replaced by a more humanlike one, though she still had her long pink hair.

"Great...another one," muttered Thrust, aiming his blaster and firing.

Fluttershy held up her wings in front of her, the feathers interlocking to form a shield. The shot bounced off and flew straight back at Thrust. "Aw no," muttered Thrust, dodging a few of them before one hit him in the arm.

"Not bad," called Cheetor.

"Thanks," called Fluttershy. Just then, some Cycle Drones raced towards her, turning to robot mode as they did and opened fire. Fluttershy held up her shield, but she didn't think she could hold them back for long. Then she felt another power build up inside her. Separating her arms, Fluttershy glared at the drones like she was doing the Stare, green beams proceeding to shoot out of her eyes and hit the two of the drones' optics.

The drones staggered to a halt, looking between her and Thrust who snapped, "What are you scrap heads waiting for? She's right there!"

"Wait, am I controlling them?" asked Fluttershy.

"If you are, then I think the words you're looking for are 'get him'," said Blackarachnia.

"Get him?" asked Fluttershy.

The drones looked at each other before shrugging and charging Thrust. "Stop it, you stupid drones!" snapped Thrust. The drones looked at one another before continuing to pummel him.

"Now that's a handy new power," said Blackarachnia. Then she turned to look at Jetstorm's unconscious form.

Cheetor put a hand on her shoulder and said, "Let's get out of here before more show up."

"But...just for a moment..." began Blackarachnia.

Cheetor hanged his head before he said, "Hey, it’s been done once, it can be done again."

Suddenly, there was a deep rumbling overhead as a shadow was cast over the racetrack. Everyone looked up to see the Grand Mal overhead. "As the saying goes, if you want something done right..." boomed Megatron's voice before a bright red beam shone down over Fluttershy.

Fluttershy squealed as she began to be lifted up, Blackarachnia and Cheetor trying to grab her. However, Thrust shot at their hands. "Sorry, Maximals, but the boss wanted to have a word with your newest recruit," said Thrust. Jetstorm's body was also picked up by the tractor beam.

"Cheetor...Blackarachnia...heeeelp!" called Fluttershy as she was lifted up and into the Grand Mal.

"Fluttershy!" yelled Cheetor.

"Don't worry about her," called Thrust as more Cycle Drones turned up, the ones Fluttershy had been controlling falling back under his command, "Worry about yourselves."

Fluttershy blacked out for a while, but when she came to, she was in a large cavernous room, crisscrossed with giant pipes and wires. Fluttershy noticed that she had reverted back to her pony form while unconscious, but she was otherwise unrestrained. "Where am I?" she asked.

"You are in my headquarters," said a calm voice.

Fluttershy stood up and looked around, "Are you Megatron? Where are you?"

"I am everywhere and everything," said the voice.

Fluttershy gulped, looking around for the source of the voice. "If this is your ship, then where are you?" asked Fluttershy.

"I am the ship. But I suppose your biological mind has trouble grasping such a concept," said the voice. Fluttershy gulped again at that, backing up slightly. "But perhaps I am being rude. I should show you the face of your host," said the voice. Several holographic Cybertronix glyphs gathered together in the air before forming a holographic image of the Grand Mal. "There, now we may have a proper conversation," said the holographic Megatron.

Fluttershy backed up. "I...hello..." she said in a small voice.

"Now then, who and what are you?" asked Megatron, "You are not a Cybertronian. That thing in your core is not a spark." A mechanical tentacle extended from the wall, but at its end was a charred, sparking machine. "You resisted the spark extractor quite abnormally," said Megatron. "Hmm...who made you? The chassis seems to be customized. Only one Cybertronian I know can do that. Where is he?"

"Where is who?" asked Fluttershy.

"Cryotek, of course. You think I wouldn't recognize his work?" asked Megatron.

"I...I don't know, and I certainly didn't volunteer for it," said Fluttershy.

"Of course. We didn’t asked for volunteers when we tested my virus," snapped Megatron, before he said, "Of course he had to run. Now tell me where he is. NOW!"

"I don't know!" snapped Fluttershy, "For all I know, he's still attacking Equestria and I don't even know why!"

Megatron smirked at that. But that also meant that this Maximal had been created by his old partner for a reason. Cryotek always did things for a reason. "So you aren't a Cybertronian," said Megatron, "Cryotek always did have his flights of fancy. One of several reasons why he couldn't rule with me."

Fluttershy said "Why? Why did you do all this?"

"Why? It's really simple. Cybertron is a planet for machines. Machines who should be working in concert for the advancement of our planet. But our race faced one problem to prevent our progress: individuality."

"What’s wrong with individuality?" asked Fluttershy.

Megatron chuckled and said, "Such an organic question. Do you not realize that no two individuals can agree on everything? Where one voice speaks in dissention, chaos soon follows. Millions of years of war has proven that. There is only one true path to harmony of minds: by having only one mind."

"That doesn’t solve anything. You’d just be at war with any race who resists," said Fluttershy.

"A unified Cybertron would be a single elegant war machine," said Megatron, "Once I've purged this planet of all organic contamination and dissenting minds, I will be to do the same to other worlds." "Silence of others isn't the same as harmony," said Fluttershy.

"You're just some science experiment, your form taken from some planet so far in the backwaters that I don’t even know it. What would you know about harmony?" sneered Megatron.

"My friends and I wielded the Elements of Harmony once," said Fluttershy, "It was only by working together that we could defeat evil. Actually, you remind me of a pony from back home. She thought individuality would always create trouble."

"Hmm...I suppose even organics can come up with good ideas. What became of this....pony?" sneered Megatron, several Tank Drones coming into the room.

"The difference between you is that she wanted to make everyone 'equal'. But she couldn't do that without being 'equal' herself. You, on the other hoof, only care about yourself and don't believe in equality of life," said Fluttershy.

"Oh, I do believe all life is equal," said Megatron, "I merely assign it a quantifiable value: zero."

"No, you're worse than she ever was. She learnt from her mistakes," said Fluttershy, the same feeling she'd felt facing Jetstorm rising again.

"I've already learned from my mistakes," said Megatron, "Such as the misplacement of trust. In the end, the only one that can be truly depended on is yourself. Or should I say myself?"

Fluttershy said darkly, "Is this where you take my spark?"

"It would, but apparently your spark is not truly Cybertronian. I'm almost curious to see how Cryotek managed to implant you in a protoform. But since it cannot be extracted, then it shall be extinguished," said Megatron. Fluttershy finally noticed the Tank Drones, transformed and aiming at her. "I thank you for indulging me in stimulating conversation, but I think our little game ends here," said Megatron.

Fluttershy glared, her eyes glowing again before she was obscured from the shots shooting at her. The Tank Drones paused to see if they had hit her. There was a flash of pink and the smoke was blown away by Fluttershy flapping her robot mode wings.

The tanks began firing again, only for one to be sliced in half by two green beams. Fluttershy blinked in surprise. She had been trying her Stare again, not something that weaponized. "I did not know I could do that," she said.

"You won’t do it again. DESTROY HER!" snapped Megatron, the Tank Drones firing again.

Fluttershy responded by sending more eye beams at the drones. Then, she turned them on the walls of the room. The result was several explosions, and judging from Megatron’s yells, important things were exploding. Fluttershy decided it was time for her to exit the Grand Mal. As she flew out, she took the time to blast a lot of the interior on her way. She felt a...disturbing satisfaction from this. It vaguely reminded her of someone, but she couldn't recall who.

Finally she blew a hole into the open air, flying out and turning briefly to see the Grand Mal limp away, smoking. "Well, I don't think he'll be attacking directly for a good while," said Fluttershy before she started flying down.

She landed with a feeling of satisfaction. Her fears were still present, but for the first time she had them under control, and not in the way that Iron Will had tried to teach her. But right now, she needed to find the others and show them what her robot mode is capable of.

The mood back at the Maximals base wasn’t high. The news that Megatron had captured Fluttershy had definitely put a damper on things.

"We have to get her back somehow," said Nightscream, "Maybe me and Optimus can fly up and save her."

"Megatron will be expecting that," said Optimus.

"We can’t just leave her to have her spark removed," snapped Blackarachnia.

"Yeah, which is only in danger because you were dumb enough to believe Jetstorm," snapped Nightscream.

Blackarachnia glared. "You have something to say?" she snapped, before the perimeter sensor began to beep.

"Another Mole Drone?" asked Cheetor.

"I ain't feelin' any shakin'," said Rattrap.

A whistling was heard at that, which only meant one thing. "Aero Drone?" said Cheetor in confusion, before a yellow shape shot into the room.

Fluttershy hovered in the air above them before landing neatly in the middle of them. "I hope you weren't too worried about me," said Fluttershy.

"Fluttershy? How did you escape?" asked Nightscream in shock.

"It turned out I was more armed than Megatron expected," said Fluttershy.

Cheetor and Rattrap grinned. "Please tell me you got him to yell," Cheetor said happily.

"Let's say that I gave him a big headache," said Fluttershy with a giggle.

Even Optimus managed a smile. "You are welcome to stay with us for as long as you want," he announced.

Blackarachnia approached Fluttershy and said, "I'm...sorry I got you caught up in my troubles."

"Your heart was in the right place," said Fluttershy, "Silverbolt isn't gone. But it may take more than words to bring him back out."

Fluttershy continued. "You'll see him again someday. I just know it," she said in the same kind voice, inwardly hoping and wondering if she’d see her own friends again.

While Fluttershy was waiting for friends to arrive like the Oracle promised, she was also trying to help the Maximals’ cause in any way she could. Due to Megatron and his Vehicons having an overwhelming advantage of numbers, their battles were mostly hit-and-run.

Even so, much happened during the two weeks since Fluttershy landed on Cybertron. Probably the biggest thing was the return of Silverbolt. Blackarachnia had used a gizmo that Rattrap invented along organic goo to reformat Jetstorm.
Silverbolt was reborn as a technorganic condor, though he was more purple than silver. However, the new Silverbolt was not the chivalrous knight in shining armor that Blackarachnia had described. His time as Jetstorm had crushed Silverbolt’s ideal, leaving him cynical and brooding. As such, his relationship with Blackarachnia was not reigniting as she had hoped.

Then there was the arrival of Botanica, quite likely the strangest Transformer Fluttershy will ever meet. She was an explorer of alien worlds, much like Optimus Primal and his crew were until Megatron led them into the Beast Wars.

But while Primal’s crew adopted beast modes on Earth, Botanica went to a world of mobile plants and scanned the local flora for a new altmode. Since her reformatting and joining the Maximals, Botanica has been instrumental in keeping the technorganic orchard alive.

Fluttershy enjoyed spending time in the orchard. It was the one place that reminded her much of home. Not to mention it was more peaceful in the orchard. Not only were the technorganic trees a soothing presence, but being in the Oracle’s chamber made it less likely for Vehicons to attack.

Oh, they knew about the place, but the Oracle’s presence masked their energy signature. That way, they can spend more time in robot mode without having to worry about Mole Drones immediately popping up.

Currently, Botanica was elsewhere, looking for a fresh water source for the orchard. While the organic goo provided much for the plants’ nutrition, the botanist-bot insisted that they have clean water as well. Fluttershy didn’t mind looking after the trees while Botanica was gone. It gave her the time to become more familiar with her robot mode.

Fluttershy glided among the trees before alighting on the bridge that led to the Oracle. “No sign of blight or wilting,” said Fluttershy, “That’s good.”

“Well, these trees don’t need that much,” said Cheetor as he walked into the bridge, “We only had a little trouble when we didn’t know they required special lighting.”

“So will there be trees like this over all of Cybertron someday?” asked Fluttershy. “Maybe, if we ever get rid of Megatron,” said Cheetor.

“Would there be animals as well? Er, not just Maximals, but Cybertronian animals?” asked Fluttershy.

Cheetor shrugged and said, “I really don’t know. Most of Cybertron’s wildlife are just fossils now. Even the robotic animals went extinct during the Great War, those that didn’t eventually become Maximals and Predacons.”

Fluttershy sighed and said, “I’m just missing having some animal friends.” “Well, there’s still Noble,” said Cheetor.

“Yes, but Savage is a completely different beast, no pun intended,” said Fluttershy, “Even the dragons on my world weren’t so vicious. Then again, they were...not so animalistic. So what brings you here?”

“Mostly wanting to check on you. Also, Blackarachnia and Silverbolt are having another quarrel,” said Cheetor.

Fluttershy sighed and said, “I was really hoping that things would be better when Silverbolt returned. But then, he’s not much of a knight right now.”

“Don’t be so hard on him,” said Cheetor, “He went through a lot as Jetstorm, even if he wasn’t fully in control. He may act aloof, but I’m pretty sure he still cares a lot for Blackarachnia.”

“You sure?” asked Fluttershy.

“You should have seen them together on Earth,” said Cheetor. He chuckled and said, “You know, it’s funny. I used to have a big, dumb crush on Blackarachnia.”

“You don’t say,” said Fluttershy.

“Well, I was going through a bit of cyber-puberty and she was literally the only femme around,” said Cheetor.

“I didn’t think robots went through puberty,” said Fluttershy.

“Most robots don’t become Transmetal, twice,” said Cheetor.

“Well, you’re older and mature now,” said Fluttershy, “I’m guessing Botanica is closer to your type now.”

“Nah, I don’t feel that kind of connection,” said Cheetor, “For some reason, I see her being with Rattrap.”

Fluttershy gave him a look of disbelief, “Rattrap?”

“I know, but there’s some kind of spark between them,” said Cheetor.

“So what would be your idea of a femme?” asked Fluttershy.

“Hmm...well, yellow would be a good starting point,” said Cheetor, “But I’m more into another bot’s personality. Like compassion and kindness.”

Fluttershy felt her technorganic cheeks turning bright red, if that was actually possible. “Er, are you referring to somepony, er, somebody in particular?” she asked.

“Fluttershy, how many femmes could I be referring to?” asked Cheetor, slightly admonishingly. But then his tone turned more sincere, “I actually thought you were cute when I first saved you. Even before you were reformatted. And you’ve shown to be more carrying than most bots I’ve ever met. Even Optimus isn’t always as kind as you are. And you’ve got a good sense of justice on top of that too.”

Fluttershy felt like she was blushing even deeper, even if her half-robotic face didn’t show it. “And I’ve thought you show a lot of courage and determination,” she said, “And you also show a lot of wisdom when it’s time to make big decisions.”

“You wouldn’t have expected from me if you knew my early years,” said Cheetor.

“Well, we all grow up in our own ways,” said Fluttershy, “And, well… Maybe it’s because I have a Transformer body, but I’ve also thought you look handsome?”

“In beast mode or robot mode?” asked Cheetor coyly.

“Both...I think,” said Fluttershy.

Cheetor shifted to robot mode and said, “To be honest, I have trouble picking between your two modes as well. But maybe I haven’t seen your robot mode often enough.”

Transforming had become second nature to Fluttershy at this point. With only a little effort, she was in her two-legged humanoid form again. Standing next to Cheetor made her aware of the size difference between them. Naturally in her equine mode, she was considerably bigger than Cheetor, even if Cheetor’s technorganic body was bigger than a real cheetah. In robot mode, their sizes were more even, with Fluttershy only a head smaller than Cheetor. “So, do you think I’m pretty enough?” asked Fluttershy, posing slightly.

Cheetor walked closer to her and said, “It’s still too hard to tell. But I think you look better than anyone either way.”

Fluttershy wasn’t sure if her heart was beating faster or her spark was shining brighter. Was there a difference? She put her hands on his shoulders and said, “I don’t think I can compare you to anyone either. I think I...I…”

“Fluttershy…” said Cheetor softly.

“Cheetor…” whispered Fluttershy.

One of Cheetor’s hands went to her waist, the other between her shoulder blades. Fluttershy leaned into the feline warrior and tilted her head upwards. Eyes closed as lips met. In the orchard, there was no one to disturb them. Even the Oracle was silent, even as it bore witness to two sparks humming together as one.

At long, long last, I'm finally updating this story. This chapter has given me the most trouble to write. As you can see, it takes place in the Beast Machines cartoon, which is more of a closed circle than the other shows. It was pretty hard to wedge a place in for this chapter, but this takes place between "Prometheus Unbound" and "In Darkest Knight", with the last scene taking place just after "Home Soil". Pretty much everything references Beast Machines so there's not much point in listing them all. Though I would like to point out how Waspinator returned to Cybertron, which extends from the previous chapter he's been in. I also gave Megatron a quote that came from Shockwave in the first IDW comic book continuity.

Also, the pony Fluttershy alluded is, of course, Starlight Glimmer. I had intended this to be set just after her first appearance, but I think having it set after her redemption works better. Not that it will be brought up much.

Regarding Fluttershy herself, her new body is based off of this. I had to be a bit creative with her technorganic powers. Sadly, this is the last of the Ponyformer pictures so I won't have any visual references for any other characters. Unless someone is willing to draw them for me.

As for pairing Fluttershy and Cheetor, I think they would make a cute couple. Cheetor never ended up with any femme at the end of the show and Fluttershy seems like a good match for him. And I'm very aware that Fluttershy has been paired with more absurd characters so I think Cheetor would hardly be the strangest one to be paired with her. And being a romantic at heart, I do want to see a little love in my stories.

The next chapter won't be nearly as long in coming as this one. It's currently my goal to finish this story before the official MLP/Transformers comic comes out on May 6. I can't be sure exactly when each chapter will be posted, but I will be devoting all my available effort into it. Please keep an eye out for updates and please review.

Maximares Reunite

Maximares Rising

Chapter 8: Maximares Reunite

Departing from Axiom Nexus on an NSC cruiser put Twilight and her friends in a better position than they were before. Not only was the ship much easier to pilot, but they shouldn't be immediately targeted by anti-Autobot/Decepticon guns. The hard part was figuring out where to go next.

"Ok...where to next?" grumbled Matt, sat at a control station and happy that their new ship was a NSC model, meaning he and Dante didn’t need their mechs to control things.

"Well...I'm tryin' ta get the same feelin' Ah had when we went lookin', but I ain't feelin' it," said Applejack.

"Great, the satnav’s broken. We should be reporting in," said Dante in a grumbling tone.

"Give her time. Magic doesn't come easy to earth ponies," said Twilight.

"Why don’t you try?" said Dante rudely, before yelping as his seat suddenly tipped back, Matt smirking as he took his button of the copilot seat adjuster.

"Uh, Rarity, give me your hoof. Maybe if we all tried to channel it, we'll be able to find them," said Twilight.

"You gonna use the magic of friendship?" mocked Dante, getting back into his seat.

"Yes," said all three mares.

Dante blinked as the trio linked hooves, Matt yelping as the screen at his station was flooded with Cybertronian glyphs, a few systems sparking. "Hey, hey! You cut that out!" snapped Dante.

"I feel them," said Twilight.

"And two of them are together," said Rarity.

Matt yelped as a screen exploded, a klaxon beginning. "System overload! Reactor breach in 1 minute," said a calm male voice.

"We gotta stop them," said Dante, pulling out his gun.

"Dante, no!" snapped Matt.

Dante however, flipped his blaster in his hand so he was holding the barrel before cracking it across the back of Twilight's head.

Twilight grabbed the back of her head and snapped, "Ow! Why did you hit me for?"

"Overload ended. Reactor temperature returning to normal," said the computer at that, Dante waving a hand to reference to it.

"Did we do that?" asked Rarity.

"Almost did," said Matt.

"So why did he hit me for?" asked Twilight.

"Eh, you looked like you had the softest head," said Dante.

"I assume you meant hardest," said Matt in an aggravated tone.

"I know what I meant. Did these little saboteurs do anything else?" said Dante to Matt who turned to the navicomp.

"Got jump coordinates. Two of them, both in dimension F-449," he said. Then he frowned and said, "Wait, this can't be right."

"What?" asked Dante.

"Well, it's saying Earth, somewhere in North America specifically," said Matt.

"Why am I not surprised?" asked Dante dryly.

"Yeah, but the time coordinates puts them right in the Pleistocene Era," said Matt.

"Oh for god's sake. Now we’re gonna have Temporal Division down our throats. Let's do that one first," snapped Dante, glaring at the girls, "Unless you three wanna try and make the ship explode again."

"This ship can travel through time?" asked Twilight.

"Standard chroniton reactor and drive," said Matt, selecting the controls, "That said...no messing with anything. You see anything that looks like a human, run away." before adding "Everyone hold on."

Twilight had experienced time travel before, her friends hadn't. And in Twilight's experience, this method was a lot rougher.

There was also the fact Dante tried, in futility, to get to his seat before everything turned white, and he was squished against the back wall, and suddenly the ship was over a planet the girls could almost mistake for Equus "Here..." grinned Matt.

Dante groaned "I hate you soooo much." as he squeaked down the wall.

Matt looked at the planet, "So, this is Earth before the rise of Man. Full forests, polar caps completely frozen, ozone and greenhouse gas levels at acceptable levels...man, we've run roughshod on this place."

"Not all Earths..." muttered Dante, checking a scanner, "Bingo, Cybertronian signals, North American quadrant. More than 2 that's for sure."

"Think there's more Decepticons or Predacons?" asked Applejack.

"No way to tell from orbit and I doubt the Axioms left the probes stocked," said Dante.

"Still, how much trouble can they be on a world that hasn't even invented the wheel yet?" asked Dante.

"Space plague, radiation, wiping out the first human ancestors in the crossfire of their stupid scrap," said Matt, listing things on his fingers.

"How's the ammo situation?" asked Dante.

"2000 slugs for the mech coilguns each, 30 Anti-armor rockets..." said Matt, adding, "And those are the weapons I know. A lot of those weapons on those Headmaster mechs are weird. I'm sure we'll have plenty of fun figuring them out."

"Ok, I vote we send the ponies down and wait. A warship hovering overhead might send the wrong message," said Dante.

"That sounds like you're using us as cannon fodder," said Rarity accusingly.

"No, you're just scouting," said Matt, "We'll be right behind you to back you up if things get hairy."

"Yeah..." said Dante

"It's ok," said Applejack, "It ain't like we're unarmed."

"Once you found them, you call us and we'll pick you up," said Matt, Dante opening his mouth before pausing as Matt glared.

"We'll be here," he said reluctantly.

The trio walked out of the shuttle in their pony forms, the only forms that had fitted the small dropship. Happily, Matt had been able to fly it remotely, landing it a mile from the signals.

"I hope they haven't gotten too big," said Rarity, "That shuttle was cramped enough as it was." Rarity winced as she stepped in something that went 'gloop' that made her shudder. "The sooner we find them, the better," she managed.

"Should I set up a beacon or try a locator spell?" asked Twilight.

"How about we try just lookin' for them?" suggested Applejack, "They can't be too far."

"Anything’s better than here," said Rarity, wincing as she lifted her hoof up out the muck with a sucking sound, before there was another 'gloop’ behind them, the trio turning to see three logs behind them...logs with eyes. The girls screamed and ran for it just as the 'logs' decided to see what they tasted like and opened long tooth-lined mouths.

Pinkie Pie and the Mutants could have moved into the Maximal base if they wanted to. But considering the Mutants’ dual beast modes felt more comfortable in the wild, they seldom left it. And while Pinkie did pop over to the Maximals' every once in a while, she felt that the Mutants needed her around more. Besides, ever since she became part alligator, she found she loved spending most of the day in the water.

It also helped she was the only one the big prehistoric alligators ignored. As such she was the first to hear three screams she knew very well. Pinkie lifted her head out of the water and said, "I know those screams anywhere! They're here!” She transformed to robot form calling Dash, "Dashie, the others are here. I think they just ran into Gummy’s cousins." More screams were heard and Pinkie’s left thumbs twitched. "Yup...we'd better get to them," she said.

Rainbow Dash dropped out of a tree she was napping in. She wasn't sure if it was her metal body or there wasn't enough magic on this world, but she couldn't really lie on clouds like she used to. "Sounds like they're heading towards terror bird territory too," she said.

Twilight and company ran to a halt just on the edge of the swamp, before turning to face the gators, who seemed to give off an air of smugness as they slowly sank back down below the water, though their eyes were still above the surface.

"How can anything live here? It's worse than the Everfree!" snapped Rarity, a little manically.

"Don't worry. They've just run out of water for them to swim through and we're much faster on land," said Twilight. Just then, they heard something in the tall grass, something that sounded like either an angry pig or a bigger, angrier chicken.

"Y'all had to say it, Twi," said Applejack dryly before a large avian, easily the size of a minotaur came out of the grass, its head turning from one side of the next, and its large beak opening with each curious squawk. After a minute, two more joined it. Judging by their long, strong legs and tiny wings, these were obviously flightless birds. But the huge ax-shaped beaks on their heads that were attached to long necks did not look friendly at all.

"Erm...nice birds," said Twilight nervously, noting that the two newcomers seemed to be looking to the biggest for orders before they began moving in opposite directions, the trio slowly surrounding them...rather like...oh horsefeathers.

"Twi?"

"Yes, Applejack?"

"Them oversized turkeys are wantin' ta gobble us up, aren't they?"

"I think we can assume so."

"And bein' robots ain't likely to deter them, right?"

"Not right away."

"Thought not," said Applejack, as the leader bird gave a loud caw, the others charging before a rainbow blur knocked one on its side.

"That'll teach you guys to give up flying," said a familiar voice.

The other two birds took a few steps back as their fellow got up unsteadily. The girls meanwhile quickly spotted the voice’s source, a robotic pegasus in a very familiar color scheme. "Dash!" called Twilight happily, one of the birds taking advantage of her distraction to lunge, only to be grabbed round the leg.

"Sawwy, na panies faw lanc," said a half-green alligator/half-pink pony that had the bird's leg in her mouth.

The terror bird turned to glare. These two shining prey things had constantly messed with him and his flocks hunting for months...and he’d had enough. He reared his head back before lunging forward only to give an undignified squawk when the little thing had vanished and was somehow a few feet away, waving with that inane grin that frustrated it.

However, Twilight cut the battle short by just levitating the terror birds off the ground before teleporting them about 50 miles south.

"Pinkie? What happened to you?" asked Rarity.

"Same thing that happened to you," said Pinkie, "Except I became a Fuzor and you look like a Transmetal. Dashie's a Transmetal 2."

There was a pause before Rainbow Dash said, "I don't get it either. It looks cool though. What happened to you guys? Were you stuck here too?"

"We just got here," said Twilight, "We were scattered across different worlds, probably different times. And Rarity was in a separate universe altogether."

"You got a ship?" siad Pinkie cheerfully.

"Right now we have a shuttle," said Rarity before looking at her friends' bigger forms, "One I don't think will be quite big enough for all of us."

"Oh, we can get smaller too," said Pinkie cheerfully, adding "It'll be nice to meet Matt."

"Wait...how..." began Twilight.

Pinkie grinned, "Oh, I just read the earlier chapters..." The other ponies blinked. Robot or organic, Pinkie still regularly violated the laws of physics. At least that was confirmation this 'Fuzor' really was Pinkie. Nopony else was that random.

"Wait a minute," said Rainbow, "We can't leave the others behind."

"Others?" asked Applejack.

"Yeah, we've got a bunch of Maximals here that got left behind," said Rainbow.

"And don't forget the Mutants," said Pinkie, "I bet they want to leave too."

"How many?" asked Twilight carefully.

"Wait...we're taking on 11 more? No, Miss Sparkle. It's your two friends or nobody, including you," snapped Dante at a communication holo of Twilight.

"We can't just leave them behind on a prehistoric planet," said Twilight.

"Yes we can. In fact, I'll show you how easy it is. Lynch, take us out of orbit," snapped Dante, smugly, before frowning as Matt yawned. "Lynch, I just gave you an order!" Dante snapped only to glare as Matt said "No speaky ze english."

"Oh come off it. You're English for crying out loud!" snapped Dante.

"Send the heavy duty cargo shuttle down? Yes, sir," said Matt, giving a mocking salute cheerfully, and pressing a few buttons, Twilight unable to stop herself chuckling.

"What is this, Opposite Day? I said take off!" snapped Dante.

"Shoot you in the nuts? Are you sure, sir?" said Matt, in a tone that was full of warning.

"That didn't even sound close!" snapped Dante.

"Well, orders are orders." said Matt, drawing his blaster and firing a stun shot exactly where he’d said, Dante squealing and passing out. "Oh, no court marshal will convict me after this week," he muttered happily before calling to Twilight, "Send the big shuttle down. Like I'd obey any order to leave you behind. You’re civvies It’s illegal to maroon civilians."

"Ok, but it's still going to be crowded," said Twilight.

"This is an old recon ship, usually has a couple of recon tanks. I’m sure there's room," said Matt, 'accidentally' kicking the stirring Dante unconscious again. "Oops," he said unconvincingly.

"Ok, we'll start bringing up bots," said Twilight.

"There aren’t really 11 extra bots, are there?" asked Matt, dragging the groaning Dante over to a seat and starting to duct tape him to it.

"I'm afraid so," said Twilight, "And some are bigger than others."

"Erm....we do have a weight limit..." said Matt, finishing off his Dante duct tape cocoon masterpiece by cutting some eyeholes and nostril holes, Dante's eyes narrowed.

"We're trying to work out our options right now," said Twilight, "I think you should talk to them in person."

"Oh hell no. That’s a disaster waiting to happen. Hand them the com. I'll talk up here," said Matt, looking at Dante before starting to spin the luckless Black 13 merc’s seat.

Twilight sighed and said, "This will take time to organize."

Twilight had not been exaggerating. In addition to the Mutants, Primal Prime's team had grown since Rainbow Dash first arrived. First there was Spittor, who had defected during the final battle with Tarantulas. Another Predacon, Fractyl, had come out of the wilds, but he was a peaceful geologist at spark. Certainly better company than the Maximal thief, Packrat. And finally, there was Sonar, an inexperienced and sensitive Maximal whose stasis pod had been found after Rainbow Dash arrived.

They'd actually been working on their own escape plan, a transwarp portal direct to Cybertron, but they'd been having trouble finding a way to ignite the system.

There was some talk about how the NSC ship could help them jumpstart the portal, but most of it was technical terms that were well above the ponies' ability to comprehend. So right now, they were mingling with the other Maximals.

"So...what's your homeworld like?" Twilight asked one of the Maximals, whose animal form was a white tiger.

"I honestly can't tell you," said Tigatron, "Earth is the only planet I've ever known. It feels strange to even leave it." His tone turned sad, "But there is nothing left for me here now."

"You lost someone?" asked Twilight sadly

"Yes, one who I shared my spark with. In a very literal way," said Tigatron.

"What was her name?" said Twilight.

Tigatron just hung his head at that. "You'll have to forgive him," said Rainbow Dash, "Just thinking about her name makes him blue."

"So what happened to her?" asked Rarity.

"Well, after I beat Starscream, which was pretty awesome by the way, there was an even bigger battle," said Rainbow Dash.

"Tarantulas had brought in reinforcements which we long thought were destroyed," said Tigatron, "One was Terrorsaur, with a Transmetal upgrade. The other was Scorponok..."

Twilight gulped at that, remembering her run in with the city-sized Cybertronian.

"Just how big was he?" asked Applejack.

"Not as big as the Scorponok you guys fought," said Pinkie, "And he's not nearly as smart either."

"But Tarantulas upgraded him into a real Triple Changer," said Dash, "He was almost more than Prime could handle."

Twilight paused. "Wait, how do you know how big...no...no, not gonna question it. Not after last time," she said, pausing halfway and waving her hoof in dismissal as she bowed to the age-old saying, 'it’s Pinkie Pie, don't question it'.

"Scorponok would have won the whole battle for Tarantulas, but my beloved used what remained of her Vok power to send him away. Unfortunately, she was taken with him," said Tigatron, "Tarantulas and the rest of his Predacons were all defeated, but we would not have prevailed if it weren't for the sacrifice of Airazor."

Twilight paused at that before saying "I think we met her..."

"What?" asked Tigatron.

"There's this other Cybertron, one that has never had a civil war," said Rarity, "The capital city is Axiom Nexus and there were many Cybertronians from different universes. And I think the Airazor we met is the one you knew."

Tigatron stared at that, part of him wanting to believe it, but it sounded so...unbelievable.

"She said to tell you that she's still alive, but she can't reach you. She might find a way back or find a way to bring you to her, but you'll be together again one day," said Rarity.

Tigatron paused, before he said softly, "Th...thank you."

Just then, Matt called on the girls' comms. "Ok, girls, we've got it sorted out," said Matt, "The ship has an auxiliary jump engine, so we got it hooked up to that portal. How long till you girls come back up? Dante, if his glare is accurate, wants to eat me."

"I think we're just about finished up," said Twilight.

"Good, then don't do anything that could alter history," said Matt.

Just then, a large fly buzzed close to Applejack. "Dang horseflies," she said before swatting it.

"Did I hear a swatting? No swatting!" snapped Matt.

Applejack turned to the others and said, "But that was just an insignificant horsefly. That can't change the future, right? Right?"

Dinobite, who was passing by, just shrugged his shoulders and mumbled, "I dunno."

"No more swatting! You might accidentally delete someone from history!" snapped Matt. There was a pause before Matt asked, "Uh, where'd Dante go?" The girls gasped before Matt said, "No wait, there he is. Funny, thought I taped him to the other chair."

Dante was heard snapping "When I get out of here, I am feeding you feet first into the coffee machine you two-faced-" before Matt said "Hold on, he's managed to slip his gag. Call you back later." the line going dead.

"Is anyone else feeling like the sanity is starting to wear thin in our group?" asked Rarity.

"Only the humans," said Twilight absently to herself

A short time later, the Maximals and Mutants were ready to go through the portal. "The time has come for us to depart," said Primal Prime, "Now that the menace of Tarantulas is gone, we must ourselves leave to prevent contamination to the timeline. Now we can finally return home."

Packrat groaned. "Do all Primes need to make speeches? I dunno how long before this thing explodes," he said, pointing to the drive core, which was glowing orange.

"Shut up, Packrat," said Ramulus.

"He's not wrong though," said Icebird, "We need to leave while we still can."

On cue, the core began to spark a little. Primal Prime spotted this and said quickly, "And with that, we must depart. Maximals, it's time to go home."

With that the Mutants and Maximals headed through. The last one headed through just as the core exploded, the girls jumping back as a small globe of energy consumed it and part of the gate before vanishing; it, the ground, and the section of portal its energy globe had taken gone, the cut parts smoking.

"Well, we ain't goin' that way no more," said Applejack.

"But we still need to find Fluttershy," said Rainbow Dash.

"Are you guys finished down there?" snappd Matt, making them all jump.

"Yes, we'll be coming back up," said Twilight.

"Ok, grab a copy of the ship's computer. A road map for the area would make things easier," said Matt.

"What roads?" asked Rainbow Dash, looking at the uninhabited area.

"Ok, who wants to fly into a black hole on the way to the local wormhole? No takers? Then get a copy of their navicomp," said Matt in an irritated voice.

Some time later, the ship was leaving Earth's atmosphere. "Ok, so where to now?" asked Applejack, "We got Rainbow Dash and Pinkie Pie, but we're still short one Fluttershy."

"Oh cry me a river," snapped Dante, from his chair. He had foiled attempts to re-gag him by biting, Matt kicking his chair into a spin.

"Any ideas where to start looking? That won’t make the ship explode?" asked Matt.

"You know, I've been thinking about that," said Twilight, "Vector Prime told us that we'd find Pinkie and Dash on Cybertron."

"Yeah. I think he got it wrong," said Dante smugly.

"Maybe he wasn't wrong," said Twilight, "Maybe he was showing us where we'd all be after we found Dash and Pinkie. Which means we'll find Fluttershy on Cybertron."

"Oh no, no, no, no. We're at war. Going to the enemy’s homeworld is not usually a good idea," snapped Dante, struggling in his bonds.

"Maybe you're not at war with this Cybertron," said Pinkie.

"And if you're wrong, we're all dead," snapped Dante.

Just then, the girls' Cutie Marks started lighting up. "Oh no," muttered Matt as the screens began to light up again. Thankfully, probably due to being in the same universe, it wasn't as severe as last time. Though there was a lot of static electricity building up. "Make it quick..." said Matt with concern.

A hologram appeared of Cybertron, with one part of it highlighted. The tricky part was that it was set about 10,300 years in the future. "Nice...bit off, girls," sneered Dante.

"That's what the time drive's for," said Matt.

"Well we're not using it!" snapped Dante.

Matt grinned, "Activate the T-Jump drive? Yes sir."

Dante snapped, "OH COME ON!"

"Buckle in, girls. There may be some time turbulence," said Matt.

"I HATE YOU!" yelled Dante before the drive engaged...

10 and a bit millennia later as the NSC starship flies...

Cybertron...a machine world. A few years ago, it had been bustling, an uneasy truce between Maximal and Predacon. Now that was gone, erased by Megatron's viral weapon and Vehicon armies. Just a small group now fought him, and Megatron's ego would not allow him to be concerned. He controlled the entire planet and its orbital weaponry. He could crush them at his leisure...

Only the occasional straggler ship disturbed the peace of his harmonic world, but the automated space-cannons could easily bring them down and his Vehicons could pick off the survivors. Speaking of which, something just appeared in orbit just now.

His scanners picked up the outer defense satellites firing, the shots converging on the new ship. After a minute, the shots connected, only for the ship to still be there, two objects shooting back and destroying the satellites.

"Looks like this ship has its own defenses," said Megatron, "No matter, it can't fend off the entire orbital array."

A minute later, the dot faded from scanners. Megatron, however, wasn't satisfied. Something was amiss. And the last thing he wanted was more Maximals appearing.

"Ok, cloak’s up. Little gits almost scratched the paint," snapped Matt.

"We're all gonna die. I told you so," snapped Dante.

Everyone yelled, "SHUT UP!" Dante just muttered to himself.

"Why did they fire at us?" asked Twilight, "We're not showing any factions. They should have at least sent us a warning first."

"Yeah, I think we shouldn't land at their spaceport. Might be safer to land in the sticks," said Matt.

"Let me find a good landing spot," said Rarity before she turned on her radar. Immediately, her sensors detected hundreds of thousands of empty spots moving around, some above the buildings or moving along its streets at varying speed. Rarity shook her head and said, "I don't suppose you're picking up any life down there."

Matt rolled his seat over to a scanner checking it. "No...nothing...planet’s dead," he muttered, scanning for sparks.

"I'm still detecting activity though," said Rarity.

"What sort of activity?" asked Matt carefully.

"It's...I'm not sure. Like hundreds of empty shells running around," said Rarity.

Dante perked up at that. "Zombies?" he said in a terror-filled voice.

"No, more like...drones," said Rarity.

"Ok, anywhere we can land? These old scanners track energy, not movement," said Matt, slapping the scanner as it flickered.

"Over there," said Rarity, pointing.

Matt looked over at a huge building. "Oh good, I hope the roof’s rated for 30 tons," he muttered, setting the controls.

Dante snapped, "I am not leaving this ship if there's robo zombies."

"They've got robo-zombies? Cool," said Rainbow Dash.

"Not as cool as you may think," said Rarity.

"Ok...aaand we've landed," said Matt with a sigh of relief.

Dante muttered, "A safe landing...first for everything..."

"Ok, let's find Fluttershy before something finds the ship," said Rarity.

"Don't worry. We've got a cloaking device. Dante, you guard the ship," said Matt, Dante opening his mouth to yell, only for Matt to spray riot foam over it. "That's the spirit, stealth," said Matt with an evil grin before following the girls.

This Cybertron was very different from Axiom Nexus. It was...too quiet. A city devoid of any people. Matt, for one, didn’t like it. Maybe Dante had a point about the zombies? The city fitted the bill. "Tell me there's something out there," he asked his mech AI.

"No energy signals detected," said Serina, "I bet this is how those Cybertronians feel around us."

"There must be something..." snapped Matt as the group headed along a street, Matt hanging back.

"There are traces of...something...it's partially biological..." said Serina before pausing, "Motion sensors have several targets closing fast."

"Probably our cue to run," said Twilight.

"Let's get off the street," said Matt cautiously.

Matt and the girls headed down one of the alleys. They soon found an entrance to the subways.

It was just in time too, as several vehicles shot past the alley, before the last few paused, and headed into the alley too, transforming into drone bots.

"Registering zero spark signatures," said Serina.

"Ah, so I don't have to feel guilty about scrapping them," said Matt.

"Maximals sighted," intoned one of the drones, readying some sort of canister.

"GIRLS!" snapped Matt, seemingly getting their attention before his mech’s coilgun tore the canister drone to pieces. The canister released a green gas, which Matt was pretty sure no one wanted to breathe.

The other drones began firing at the group, the girls scattering and Matt unbothered too much as, as usual, his mech proved harder to hit then a mosquito in a hurricane. "Get underground!" called Matt.

The girls didn’t need telling, heading down the stairs, Matt going last, firing back. "Ooh...almost forgot to close the door," he muttered, slamming a demo charge on the wall. His mech made it down to the tunnel with the girls just as the charge exploded, collapsing the entrance.

"I hope those things didn't get Fluttershy," said Twilight.

"Well, let's see if I can find her here," said Rarity before turning on her radar.

"No radar. You might as well yell 'here we are' to those things if they're looking for us," said Matt, shining his mechs searchlights down a tunnel.

"Then how are we supposed to find her?" asked Rarity.

"That I don't know..." said Matt reluctantly.

"Hmm...you think we can try and sense her together again?" asked Rainbow.

"We head deeper first. If we're being tracked, I'll feel happy with a few dozen feet of bedrock blocking the scanners," said Matt.

"Cybertron has bedrock?" asked Rainbow Dash.

"Let’s just go this..." began Matt before pausing. "Girls? When I say run...run..." he said, his mech sensors detecting more movement.

"What?" asked Pinkie before she felt a twitch.

"RUN!” yelled Matt, turning to fire down the tunnel, several of the bike drones being torn apart.

Twilight fired a few blasts before she and the other girls ran.

"Hey...where you going?" sneered one of the biker drones, before yelping as Matt’s mech grabbed it.

"Hey, we haven’t finished our discussion," Matt snapped, throwing it at its fellows.

Meanwhile, the ponies had fled further down the tunnel. "We're going to need to break off somewhere," said Twilight, "Or we'll just be running in a straight line and they'll be sure to catch us."

Rarity paused at that, a faint signal coming from a side tunnel. "That way," she called, pointing. Rarity headed down the side tunnel, the others following.

"What about Matt? Ah don’t think he can handle alla them varmints," said Applejack.

"I'd be surprised if he couldn't," said Rarity.

The group headed round a corner and ran into another group of bots, who were hauling several energon cubes "What the-" was all the time one of the bots had to say before there was a pretty massive collision.

The group rolled to a halt against the side wall, Pinkie bouncing on top, having somehow avoided being tangled. "Hi," she said cheerfully to the newcomers.

"Someone lose their herd?" asked a voice near the bottom.

Twilight teleported herself free before using her magic to help everyone up. "I'm sorry. We were trying to lose some robot bikes..." she began.

"Wait a nanoklik," said a familiar voice, "Twilight?" A yellow cybertronian walked forward at that, a happy smile on her face.

"Fluttershy!" said Twilight happily before running over and hugging her friend. She was soon joined by the rest of the mares.

Matt looked over. "Oh that was quick. Dante, we got her, we're coming back...Dante?" he said into his com, only getting dead air.

"What's a human doing on Cybertron?" asked a female voice.

"Well he's certainly more evolved than the last bunch of humans we met," said a male voice.

Matt turned to face the voices and stared. In front of his mech was the largest rat and more important to his primal terror, SPIDER, he'd ever seen. Matt didn't have a particular fear of spiders, not like his sister. But when a spider is above a certain size limit, then anyone would be scared.

Before his brain could reboot, his mouth decided to ask "Are you gonna eat me?" in a small voice.

"And get indigestion?" asked the spider derisively.

"Cute," said Matt icily, before checking his mech’s scanners, "Let's continue this reunion where we aren’t sitting ducks."

"Another energon run left undone," said a huge bat with annoyance.

Matt fired a few disks into the wall, already shaking as the Vehicons on the other side were digging through. "Lead the way," he said.

The group quickly headed on. Presently, some Mole Drones drilled through a wall before going in their direction.

"Don’t worry, they won’t follow for long," called Matt, the drones approaching the disks he'd dropped, said disks glowing before a grid of thin red beams shot across the tunnel, the lead drone going through them before falling into pieces.

"You were aware those were drones before you set those traps, right?" asked the gorilla.

"They're drones?" said Matt, firing a micromissile at another drone that had gotten the uncharacteristically good idea to try and drill a trench under the laser disks.

"Er, he's jokin'...mostly," said Applejack, "He knows ta hold back with sparked bots."

"Don't hold back on our account," said the cheetah, "There's nothing but sparkless drones here. Except for Thrust."

"Which one's Thrust?" asked Twilight.

"Get them!" yelled an angry voice.

"That'll be him," said Cheetor.

"I've got this," said the condor before in a flash of yellow light, he shifted to an avian robot mode with a rather prominent topknot. He pulled out several feather-shaped knives before throwing them.

He sent them out with neat throws, hitting a drone each, before they exploded. "Niiiice," said Matt, aiming his coil gun and firing a shot that went through one drone and took the arm off one behind it.

Somewhere in the back, a Cycle Drone with yellow markings decided to back up. This was way too many for him to handle, even with the Vehicon armies at his command. "Megatron isn't gonna like this," he muttered before changing to bike mode and driving off.

As the group headed deeper, Matt managed to get some introductions. Cheetor was the cat one and apparently, he and Fluttershy were an item. The rat was called Rattrap, was annoying and apparently from Cleveland. The spider was called Blackarachnia and was gonna haunt his nightmares forever and the gorilla, whose name he hadn’t gotten yet, was in charge. The bat who reminded Matt of every whiny, angsty teen he ever met was Nightscream. The brooding condor was Silverbolt, even though he wasn't very silver. Apparently, he and Blackarachnia were also an item, but going through a rough patch right now.

Matt tried his com again. "Dante...pick up..." he said nervously.

There was a crackle before a voice that wasn't Dante's said, "It was bad enough when Maximals brought organic trash to Cybertron. But now they're bringing humans?"

Matt paused, switching on the scrambler before he said, "Is this the speaking clock? I'd like to lodge a complaint."

"You realize you have no chance of escape," said Megatron's voice, "I control the entire planet. And there is no place on it for organics."

"I assume you're the one who fired ion cannons at my ship? Didn't even break a plate in the break room," taunted Matt.

"Your ship? You mean the one my Vehicon army has surrounded?" asked Megatron mockingly.

"How many haven’t come out?" asked Matt evilly...

Dante had almost gotten free, buoyed on by the thought of what he'd do to Matt once he got his hands on him when the doors to the bridge exploded inwards, several bike drones coming in. "Lemme guess, surrender?" said Dante in a dark voice.

The drones didn't speak, just aimed at him. "Oh, no witty banter? Good, I'm sick of it," said Dante.

He 'accidentally' flicked a switch, a hatch in the roof opening. The drones aimed at it before pausing as a small turret, barely handheld lowered. The drones looked at one another before their shoulders shook, apparently laughing, even as the turret began to make a rapid clicking noise. The laughing ended when a blue bolt shot out, blowing one drone in half. The other readied its blaster before shaking as a 'braaaaak' noise was heard and it fell forward, revealing a multi-barreled weapon and its back looking like it had lost a fight with an industrial can opener.

"Some assholes just don’t knock," muttered Dante, sitting back in his seat.

"Here's my advice, speaking clock. Back off. I'll be gone with my associate and if I'm very happy, I won’t recommend a sanitization fleet come pay you a visit," said Matt with an evil little chuckle. It was, of course, a bluff. All the fleets were assigned at the front, way out the way, but the voice didn’t know that.

"This will not go unanswered," said Megatron's voice before he hung up.

Matt rolled his eyes. "Guys? I just got a call from an angry voice," he said, switching back to speakers.

"Let me guess. Organic filth, blah, blah, blah. Single elegant machine, blah, blah, blah. Destroy us all, blah, blah, blah," said Nightscream.

"More or less. Apparently some of his gents boarded our ship. They're gonna have a reallllly bad last few minutes," said Matt.

"Even so, I think it's best that you get off this planet as soon as you can," said the gorilla.

"Optimus is right," said Cheetor, "Megatron has the numbers. And he might bring even bigger guns."

"Wait a minute," said Matt,

"You're Optimus?"

"Yes," said the gorilla.

"I thought you were a truck," said Matt.

Optimus cleared his throat in an annoyed way and said, "You're thinking of Optimus Prime, my predecessor. I am Optimus Primal."

"And fer the record, Megatron ain't the original Megatron neither," said Rattrap.

"Dimensional travel is a migraine maker," muttered Matt.

Once Thrust had gotten a safe-enough distance, he shifted back to robot mode. "Megatron, we've got a serious problem," he said.

"And you ran away instead of fighting? Remind me...why do I keep you around?" snapped Megatron.

"Are you kidding? There's about twice as many of them now," said Thrust, "I'm only one bot. And those drones aren't enough."

"Indeed, given that the Vehicons I sent to take their ship have vanished. It’s just as well I know someone more competent," said Megatron.

Just then, an alert from the planetary defense grid caught Megatron's attention. "As if all that weren't enough, now there's a ship coming in," snapped Megatron.

Megatron acted immediately, moving the orbital weapons to target the ship, before a smug voice came over the communication channel. "Megatron...is this how you treat an old friend?" said a familiar voice.

"Cyrotek..." snarled Megatron.

"It's been too long, hasn't it?" asked Cryotek, "Well, longer for me than it has for you."

"Why are you here and why shouldn’t I vaporize you?" said Megatron darkly.

Cryotek laughed, "Oh please, I'm simply here to pick up some of my property."

"Your equine, I presume," said Megatron.

"More than her," said Cryotek, "In fact, my lost herd has all gathered here. How convenient for me."

"That's if I let you. Why should I?" asked Megatron before the beeps of more ships was heard...alot more ships.

The smugness was clear in Cryotek’s voice as lock-on warnings were heard, "Because...I’m going to say...please."

Megatron snarled. There were enough ships that they could take down much of the planetary defense grid before they were destroyed. That could tip the balance away from him. "Oh, Megatron, so grim and serious," said Cryotek, "Whatever happened to the Machiavellian Predacon who laughed with his minions and took enjoyment from his work?"

"You betrayed me, Cryotek. Did you really think I'd welcome you into my domain?" snapped Megatron.

"As I recall, you betrayed me as well," said Cryotek, "But you ended better off with the Golden Disk."

"This has nothing to do with the Golden Disk," said Megatron, "You think I haven't forgotten what you did when I returned to Cybertron?"

"Megatron, I warned you, more than once that your little virus was unstable. Any effects you didn’t want are your fault," sneered Cryotek.

"Such as when you tried to turn me into your dog while you stole my beast mode?" snapped Megatron.

"Well, I think I wear it much better than you," said Cryotek, "I can't believe you were in such a rush to get rid of it."

"You were the one that showed me organics had no place in our people...or that I could trust anyone else," snapped Megatron.

Cryotek laughed. "I never said anything about you trusting me," he laughed before he said, "Now then...business. My far superior Vehicons are more than capable of rounding up my wayward experiments. If you want to help, help. If you get in my way then...well, I’ve found some wonderful new weapons that could turn the Grand Mal into vapor."

"Still relying on underlings?" asked Megatron balefully.

"Oh, as if you've gotten your own servos dirty recently. If you still have servos," said Cryotek.

"Fine, send your troops. But when they fail, and they will, you have to do your own dirty work," sneered Megatron.

"Oh, Megatron. You always did sell your own pawns short," chuckled Cryotek.

"Well? Do you accept my conditions?" snapped Megatron.

Cryotek said, "Part of me is hoping my team does fail. I've been itching to stretch your...oh, I mean my legs."

Megatron glared. He had half a mind to shift the Grand Mal to ship mode and remove Cryotek from the universe. Megatron shut down the cannons before saying, "If this is just a waste of time, I will destroy your fleet and take the damage."

"Oh, Megatron, when was the last time you entertained yourself?" asked Cyrotek in a pseudo-jovial tone.

"I really hope Primal kills you," snapped Megatron, shutting the line down.

Matt's team and the Maximals were making their way back to where the ship was. However, they had to go through a few detours first.

"If I have to go down one more side tunnel..." muttered Matt, checking his mech’s scanner.

"It ain't that bad," said Rattrap.

"You're a rat, you thrive in mazes," said Matt flatly.

"I only look like a rat," said Rattrap icily.

Matt said, "Whoopty do. Any more detours?"

"Pardon me, Matt. It is Matt, right?" asked Fluttershy.

"Yes," said Matt.

"You really need to be more considerate of your allies. You don't always get to choose them and you'll need them even if you don't want them."

"Pardon me, I'm on the homeworld of a race that turned 15 border colonies into so much radioactive slag," said Matt icily, checking a side tunnel.

"Not these particular Transformers," said Fluttershy, "They haven't done anything to you."

"Yeah...it’s just got a psychopath who literally sucked the souls out of his entire race," said Matt smugly.

"Which we're trying to restore," said Optimus.

"And making great progress," said Matt. Matt yelped as his mech was pulled aside.

"Matt, a word," said Fluttershy, sounding angry.

"Huh, Fluttershy's stronger than I remember," commented Applejack.

"I’m not in the mood, Fluttershy," snapped Matt before yelping as all his controls lit up with error messages, the screens glowing green. "Hey...what the..." he snapped.

"Now listen here," she said angrily, "These Maximals have been risking their sparks to stop Megatron, even if it seems like a lost cause. They're all that stands between Megatron and complete domination. And do you think Megatron would settle for just ruling Cybertron if he wins?"

"Cut it out! You're frying my systems and I don’t wanna find out if the local air is good for me," snapped Matt, trying various controls.

"You want to be mad at Transformers. Fine. But only be mad at the ones who deserve it. There are good robots among them and you shouldn't be judging everyone before you actually get to know them," snapped Fluttershy.

There was a spark next to him, the cockpit shorting and opening. "Oh shi..." began Matt before coughing and hacking, the air, as he'd feared not being exactly...suitable. He paused before sniffing. The air was a little stale, considering this was a tunnel, but his nanites were telling him the oxygen was at an acceptable level.

"Oh thank God," he managed. Then he turned to Fluttershy and snapped, "Do realize what could have happened? My eyeballs could have been sucked from their sockets! It’s ok for you. You guys can cope in vacuum."

"Well, I'm not really one of them," said Fluttershy.

"Could have fooled me," said Matt, "You've gotten pretty close to them, haven't you?"

Fluttershy blushed at that, nobody missing when her eyes went briefly to Cheetor.

Matt sighed and said, "You realize you have to go back with your friends and you can't take him with you."

"We don’t even know where home is. All we have are some vague memories," said Fluttershy, calmly.

"I suppose your planet hasn't done much space exploration yet," said Matt.

Pinkie Pie said cheerfully, "Applejack lassoed the moon once and we went there to rescue Rarity...I think. It’s hard keeping track sometimes."

Matt managing "What?" in a confused tone before shaking his head. "I'm betting astrophysics aren't a thing on your world either," said Matt.

There was a pause, Matt saying, "I rest my case. No way you'd be on the NSC radar even if there wasn't a damn war on."

"So we can't count on their help when we take on Cryotek," said Twilight.

"That depends. So far you and your buddies are the only ones who haven't shot at us on sight," said Matt.

"Well, ya'll ain't really the neighborly types," said Applejack.

"Erm...first contact, your 'enemies' nuked a farming colony with 900,000 people on it for that energon stuff," said Matt coldly, his eyes narrowing.

"Again, you're associating the entire race with the bad individuals," said Fluttershy.

"Those 'bad individuals' make up 50% or more," said Matt, "And quite often, the 'good guys' are a very small minority."

"Ah suppose that’s something else those varmints are guilty off,” said Applejack.

Matt sighed and said, "You know, I do want to help. But have any of you thought of what you'll actually do when you're back together?"

"We'll get those meanie pants off our home and turn ourselves back," said Pinkie cheerfully.

Matt said, "And if this is permanent? Even the NSC hasn't worked out how to put AI's in organic bodies."

The girls hesitated at that. "Well...I'm sure we'll find a way to adapt," said Twilight.

"I have to be in a 2-story high combat mechanoid to look you in the eye..." pointed out Matt.

"We're not that tall," said Rarity.

"Well, I'm sure you're still giants among ponies," said Matt.

"I...I don’t want to go..." said Fluttershy in a small voice.

"Fluttershy, I know you care about Cheetor, but we can't just leave Equestria in the hands of Cryotek," said Twilight.

"I might never see him again," said Fluttershy sadly.

"I know, but we can't just leave everyone in Equestria behind," said Twilight, "What would Angel Bunny do without you?"

The others behind Twilight got distant looks as their imaginations went into overdrive.

Angel laughed maniacally as he forced the other animals to till his carrot fields. All who dared oppose the great Angel Bunny would suffer until they begged for mercy.

"Bad example?" asked Twilight.

"Bad example," confirmed Rainbow Dash.

"He's not that bad..." Fluttershy began before she admitted, "We need to find a way home soon."

"Right, so are we any closer to our ship yet?" asked Matt to the Maximals.

"Pretty close, but there’s no tunnels into the building you want. We'll need to cross a square," said Blackarachnia.

"Good spot for an ambush," muttered Matt.

"Agreed," said Primal, the group looking at the bare huge square, the building they wanted at the far end.

Twilight levitated a piece of scrap metal up before tossing it into the square. The metal clanked along before sliding to a halt in the middle...nothing. "Ok...I'll go first," said Matt calmly, moving his mech out. He was halfway across the square before a blue beam lanced down and through the mech, sending it sprawling.

"Matt!" yelled the girls.

A black and white racecar and a small blue jet went over to Matt's mech before transforming into Mirage and Dirge. "It's not one of the ponies," said Dirge.

"It's one of the bots who busted them out," said Mirage, kicking the mech before peering closer, "Hey...this ain’t a bot."

Dirge peered as well before aiming his blaster at the hole, a semi-conscious Matt just visible. "Ok, girls,” he called, “You led our boss quite the chase. Come on out now or your organic pet gets turned to jam."

There was a long quiet moment, though Mirage kept his optics on where Matt had come out. "I really suggest you give out now. We're the polite invitation for you to return," Dirge called. He sighed as there was no reaction.

Mirage said, "Guess they have a spare human." The two aimed and their guns started to charge.

There was a small salvo of gunfire shot at them, forcing the two of them to duck down.

"Maybe they do care," laughed Mirage, firing back till Dirge shoved his aim up.

"Don't be an idiot. Boss wants them alive," Dirge snapped.

"I was only going to hobble them," said Mirage.

"You wanna risk your aim being off, be my guest. They clearly want the human safe," snapped Dirge before he yelled, "You gonna surrender peacefully or do I stomp your human? As for you other Maximals, we haven’t got any scrap with you. We just want the equines. Just turn around and walk away."

"We don't let Vehicons hurt innocent bots!" called Cheetor.

"Vehicon? You're comparing me to Megatron's vegetables? I'm insulted," yelled Dirge.

"They're still slicker than you," said Mirage.

"Oh, what would you know, you mass-produced cannon fodder?" snapped Dirge.

"Hey, still smarter than those morons," snapped Mirage.

"We oughta hit them fast before they know what happens," said Rainbow Dash.

"But they have Matt right there," said Rarity.

"Maybe Twilight can immobilize them," suggested Pinkie.

"No, as soon as they notice you trying to stasis lock them, they'll shoot," said Primal.

"Maybe we should circle around," suggested Nightscream.

"Same problem," said Cheetor before all their coms came to life.

"Girls? Dammit..." hissed Matt’s voice in a desperate whisper.

"Are you ok?" asked Twilight desperately.

"Barely. Everything's rebooting and there's a leak in the reactor and I just bet the minute I move these gents stomp on me," replied Matt.

"Should I teleport you out of there?" asked Twilight.

"No, I got an idea. I'll be along to you in a second. Be ready to catch me," said Matt.

There was a click from the mech, Mirage looking down in time for the foot-mounted jump boosters on Matt’s mech to ignite, one plume engulfing Mirage’s foot and the mech shooting back across the square in a shower of sparks.

"MY FOOT!" screamed Mirage.

"What are you waiting for? Get after them!" snapped Dirge.

"On this?" snapped Mirage, holding up his half-melted leg, "I can't even transform with this!"

"Urgh...all units, take the subjects," snapped Dirge into his com, several squads of Cryotek’s Vehicons opening fire on the cover. A few Chase Drones zoomed into the building as Demolition Drones started taking the walls apart.

A hail of energy fire sent them running back, another mech firing. Dirge groaned and said, "The boss isn't going to be happy about this."

"Just shut up and help me hop out of here!" snapped Mirage.

The new mech stomped out, peering around before Dante's voice said, "Lynch, you and those brats better be here or I swear I will carpet bomb this planet till I find you..."

"Sorry, Dante, couldn't find the key for the back door," called Matt.

"Saw that tin can nail you. You moving?" snapped Dante, heading over and pushing Cheetor aside rudely to examine Matt’s mech.

"Nothing the ship's repair bay can't fix," said Matt, "But it's not fully operational until then."

Dante turned to look at the others. "You guys are not getting a ride, 6 berths only. No freeloaders," he snapped.

"Our war with Megatron isn't finished," said Optimus, "Not until the sparks are free and the balance between organics and technology is restored."

"Great...robo-hippies. Well, we're stuck for a few more hours. Last break-in forced the engine coils to reset," said Dante, seemingly being rude just on purpose. Cheetor growled, but Fluttershy put a hoof on his shoulder.

"That damn lab ship we were on when we ran into AJ is in orbit, with what looks like several full battlegroups," continued Dante

"So even if we can get the ship flying, we'd have no way out," said Matt.

"We could probably get past 'em," said Dante, adding, "But after that, I bet whoever’s running that fleet is gonna be pissed."

"If Cryotek chased us all the way here, I doubt he will give up so easily," said Rarity.

Cryotek glared at Mirage and Dirge. "You had 3 squads. There's just 6 of them. 8 if you include those damn humans with them...and you failed," he said coldly.

"One of those humans just melted my foot," said Mirage.

"And you let him. What do I even keep you around for?" snapped Cryotek.

"I think you need to take those humans more seriously," said Dirge, "The only reason we're having to round up these experiments is because they got onto the ship in the first place."

"Yes, but that was an army. This is two of them...just...two," said Cryotek warningly.

"Equipped with exo-suits, I might add," said Mirage.

"Urgh...if I ever find out how those humans got old tech. Dirge, take Mirage to the repair bay. I have an appointment planetside," said Cryotek calmly.

"Don't tell me you're going to fight them yourself," said Dirge. "Of course I will...after I have Blastcharge soften them up first," said Cryotek.

"How are we gonna find them? The tunnels of this Cybertron are scanner-shielded," said Dirge.

Cryotek smirking and calling up a screen. "You really think I don’t tag my experiments?" he sneered, a cluster of blips on the scanner.

Fluttershy was in a dilemma. She knew she had to return to Equestria with her friends. But she felt like her spark belonged here with Cheetor. She knew she couldn't abandon her friends, but how was she going to tell Cheetor?

Of course, Applejack, Element of Honesty, had told her what to do. "Just tell that you have ta go. Tellin' truths like this is like rippin' off a bandage: it stings, it'll leave a mark, but it needs ta be done."

Of course, it still didn't feel right. Part of her still wanted to stay. But as she reminded herself, kindness wasn't always about being nice to people. Sometimes, you have to be a little tough to do what was best for them. And that included herself as well.

She spotted Cheetor at that, gulping before heading towards him. "Uh, Cheetor," said Fluttershy.

"Yeah?" asked Cheetor.

Fluttershy sighed and said, "We need to talk."

"This is about you leaving, isn’t it?" said Cheetor sadly.

"I'm afraid so," said Fluttershy.

Cheetor sighed with a smile. "Man...I just keep having the worst luck," he said wistfully.

"I'd stay if I could. I almost feel a part of this world," said Fluttershy.

"Maybe you'll be able to come back?" said Cheetor.

"I hope so," said Fluttershy, "I'd like to see Cybertron after you've restored the balance of nature."

"How touching," said a smug voice apparently in her ear.

Fluttershy turned around and asked, "Who was that?"

"Don't bother. I’m not there yet, Subject 4, but I’m coming. Your human friends won't protect you or your fellow subjects this time," sneered the voice.

If Fluttershy's face could go pale, she'd already be white by now.

"Did you really think I didn’t know exactly where you were? That there's anywhere you can hide?" sneered the voice, "I may have allowed you some slacks, but I'm putting you on much shorter leashes. Or should I say, lead ropes?"

Fluttershy whimpered at that, Cheetor looking at her with concern. "What's wrong?" asked Cheetor, "Is it Megatron?"

"No...it's worse," whimpered Fluttershy, shaking in his arms as the voice laughed.

"Maybe I'll deal with that Maximal pet of yours first? Mirage and Dirge gave you my gentle invitation. My next messenger is going to be rougher." Just then, Cheetor and Fluttershy heard the roaring of a loud motor coming.

"I thought I'd send a friend of mine. I hope you give him a warm welcome. He has a...temper," sneered the voice, an explosion heard.

The two looked up the tunnel to see a large tan armored truck with red stripes, six wheels, and a turret on its roof barreling towards them. "Gotcha now!" yelled the truck. The two Maximals scattered as the truck's turret fired, the shots narrowly missing to hit the far end of the vast room. "Get back here, you stupid little animals!" snapped the truck.

"This guy’s new. Friend of those other two?" called Cheetor as the truck tore after them, firing indiscriminately.

"Probably," said Fluttershy, "I think I'd remember someone as loud as him."

"Boss wants you! Boss is gonna get you!" yelled the truck before a blast hit it in the side, though it barely dented it.

"Hey guys," called Matt, "Who's the Humvee with the volume control problem?"

The truck's turret rotated to fire at Matt at that. "Boss doesn’t want you!" it snapped as Matt’s mech threw itself to the ground.

Just then, a few shots hit the truck's rear. "Take that, you gas guzzler!" snapped Rarity.

"Gas guzzler?" asked Rainbow Dash.

"When you've been in Axiom Nexus long enough, you pick up a few things," said Rarity.

Dante yelled, "Just shoot the asshole!" firing a hail of micro-missiles.

The missiles didn't do so much as ding the paintjob. But it did tick off the truck enough to transform. The rearmost pair of wheels form the legs while the front of the truck became the back, the turret now sticking out the robot's chest. "There's a reason I'm called Blastcharge," said the robot before firing his turret.

"Oh shit," muttered Dante before two shots sent his mech flying.

"Boss only wants the ponies. You guys are just bonus points," said Blastcharge.

"Then let's make the game harder," called Rainbow Dash.

Matt saying, "Oh, that’s a good line." before they both fired a barrage.

However, what Blastcharge clearly lacked in processing power, he more than made up for in armor plating. "You guys can't even tickle me," he said.

"Light this creep up!" yelled Matt.

Rainbow Dash shot some lightning bolts at Blastcharge, which caused electricity to dance over his metal surface. But it seemed to slow him down a little bit. "Ha, nothing you guys got can stop me!" boasted Blastcharge.

Dante and Matt looked at one another, Dante saying "Challenge accepted." before they both fired.

Blastcharge just laughed as their attacks bounced off. "Dammit, he's armored everywhere!" snapped Matt.

"Except for that tiny little brain in there," said Dash.

"That's it!" said Twilight, "Guys, don't look directly at me."

Blastcharge laughed as his enemies ducked down, Fluttershy tackling the confused Cheetor down into cover.

Then Twilight emitted a bright technicolor blast of many dazzling colors. "Heh, pretty. So what?" asked Blastcharge before taking a step forward. Then it felt like the room started spinning around him. "Hey...hey, stop that!" snapped Blastcharge, staggering.

"What did you do?" asked Applejack.

"I just took out his inner gyroscope," said Twilight.

"How about something more disorienting?" asked Blackarachnia before throwing a web mine which covered Blastcharge's upper body with sticky green silk.

"Hey, you damn Maximals!" snapped Blastcharge, trying to get the webmine off.

Nightscream sent a sonic blast at Blastcharge. Blastcharge was a little too heavy to be knocked over, but it did rattle his audio receptors fiercely.

"When I get my hands on you..." yelled Blastcharge, trying to move and staggering.

Blackarachnia threw out a webline near ground level. Quite predictably, Blastcharge came stumbling over the line. Blastcharge yelled angrily as he went over. The impact of him hitting aground nearly knocked the nearest bots off their feet. But Blackarachnia quickly webbed down the big bruiser. "The bigger they are, the harder they fall," she said smugly.

Fluttershy flinched as the voice came back, she saw Rainbow Dash pause too. "Congratulations. You beat a barely-sentient siege weapon."

Blastcharge, apparently heard it too as he went gloomily, "Aw..."

"Yeah we did," said Rainbow Dash, "We can take anything you throw at us. If you really want us, come get us yourself."

"Well, if you insist," sneered the voice.

"Dash, has anyone told you the dangers of boasting or challenging villains?" asked Matt.

"He said he knows where we are..." said Fluttershy shakily before taking a breath, "We need to go. If they come here..."

"At least we're not at the base," said Cheetor, "Anyways, it would still take time for Cryotek to catch up."

"He could be calling from anywhere. We need to move now," snapped Dante.

"Yeah, someplace a little warmer," said Pinkie, "Being half-reptile makes me more cold-blooded."

"It is getting cold," said Rarity, Matt yelping as frost formed on his viewports.

"Move!" yelled Optimus.

The group scattered as a big drop pod smashed through the now-frozen roof. The big drop pod opened, releasing icy mists. The bot who stepped out looked like, to Optimus's team, a near-exact copy of Megatron with his unaltered dragon body. The big difference was that Cryotek had a different head and a blue, teal, and purple color scheme.

"Now then, my subjects. I would prefer you not make a fuss," Cryotek began.

"You're not taking anyone," said Optimus.

Cryotek looked at him. "Ah, Optimus Primal, we meet at last. I've heard so much about you from Megatron. Here are his regards." With that, he shot freezing spray from his dragon head. The blast glanced on Optimus as he dived, flash-freezing his right side. "Dear me. I wonder if technorganics can get frostbite," said Cryotek with mock concern.

"Optimus!" yelled Cheetor.

Cryotek smirked, "Oh, I wonder how it works on fur?"

"No!" screamed Fluttershy. She jumped in front of Cheetor, her wing shield in front of her. Cryotek's ice blast hit the shield, but it wasn't stopped. The coldness spread over the shield, quickly covering up her arms before reaching her body. The others stared in horror as the ice covered her, before she fell backwards, rigid, Cheetor catching her.

"Oh, you are deaaad..." said Matt, aiming his coilgun, though Cryotek looked even more annoyed.

"This is the human who threw a monkey wrench into my designs?" asked Cryotek.

"I assume Captain Hot Foot’s yours, you overgrown toaster oven," snapped Matt.

Cryotek said, "Oh please."

"Toaster oven? He's clearly a walking ice cream machine," said Dante.

"First one to blow off an arm is right," said Matt.

Cryotek sent two blasts of concentrated cold that froze up the exo-suits’ right arms. "I am always right," said Cryotek. Several blasts shot at him at that. "You know, you can waste your time fighting me, which will only end badly for you. But the technorganic will be past hope by the time we're finished," said Cryotek.

"Never!" snapped Twilight.

"I'm sure the hypothermia disagrees with you," said Cryotek. Applejack glared as Cryotek kept them from getting to Cheetor and Fluttershy. "Of course I have a store of treated energon on my ship," he sneered

Then Applejack spotted a small energon cube cluster, noticing Matt saw it too. His mech nodding at her before he switched to a private channel. "I dunno if you can swap frequencies so don’t reply. Tell me, you people know baseball?" he said. Applejack gave a small but perceptible nod.

Cryotek, unaware of the exchange, continued his talk. "Now, really, girls where did you think you were going to go without me?" he sneered.

"We were going to come back and kick your skidplate," said Rainbow Dash.

"Oh please. Even if you found your seventh, I'm still lightyears ahead of you," said Cryotek.

"Seventh?" said Rarity.

Cryotek paused before he began laughing. "Oh by the Allspark. I suppose he really was a pet if you don’t remember your...what did you call him when you begged me to let him go...your little 'Spikey-Wikey," he sneered at Rarity.

"You're lying! You never-" snapped Rarity before wincing as she grabbed her head.

The others did too...

Ponyville was in chaos as the alien invaders strafed the town or combatted the guard as a small dragon ran through the chaos, headed for the crystal castle. The radio was mentioning that attacks were being reported all over the planet, as far north as the Crystal Empire and as far south as the Dragon Lands and Zebrica. An alien drone ran round the corner at that, chasing Bonbon and Lyra before it skidded to a halt, looking at him. "Unit 334 to control...got a sighting on a new lifeform..." it said coldly, aiming at him.

"We've got the six we've come from. We don't need any extras," said Cryotek's voice.

"Roger...terminating tar-" began the drone, aiming only for a blast of green fire to hit it and causing it to vanish with a pop.

"Thanks, Spike," said Lyra.

"You guys really need to get out of here," said Spike, "It's not safe on the streets."

"No offense, but it's not really that safe for you either," said Bonbon, "You should be running too."

"I have to find Twilight and her friends. I can't find any of them. I'm heading for the castle," said Spike, the three jumping as a fighter fell out the sky, apparently courtesy of Discord given one of its engines was now a giant cola bottle.

"Spike, they wouldn't want you getting in danger for their sake," said Lyra.

"You saw how I dealt with that guy. I can help," said Spike.

Bonbon sighed before saying, "Ok, the castle’s probably one of the safer places."

"Just don't try to start a fight with these things," said Lyra, "Hit them before they know you're there."

"No problem there," said Spike, waving to them before heading onto the castle. He turned the corner in time for three fighters around a larger ship to fly overhead, the fighters starting to fire on the castle doors. Even Spike knew this was complete overkill. How many ponies were even capable of putting up a fight to these machines?

Several more of the drones were jumping out of the larger ship, as well as a much larger one, looking like it was part truck. "Hurry it up!" snapped the robot, "The boss wants this dumb place secured."

"Energy field’s too strong," said one of the other drones.

The bot snapped, "Out the way, weaklings!" aiming its cannons at the door and firing, the door and surrounding frame blasting to shards. "There, you see? It's just a bunch of crystal. Spread out, secure the area and blow away anything that tries to stop you!" he yelled, Spike glaring at that.

This alien invasion had already wrecked a lot of his town, but now they were breaking into his own home. And Spike may be a little dragon, but even he had to feel territorial about that.

One of the drones turned as he ran out of cover, and screamed as he spat a fireball into its face. The others, including the bot, turned in surprise before he snapped to his troops, "Why are you standing there? GET IT!"

The drones aimed their blasters and fired at Spike, who ran around the blasts. "What's wrong with you? Can't you hit something that's right under you?" snapped the robot before aiming the turret on his chest.

The bot’s turret fired, three thermal shells shooting out and causing a fireball that took out several abandoned buildings near the little runt. "That's how you do it," he sneered, before three green fireballs shot out, taking out a further two of his drones and knocking the blaster arm off a third.

"Blastcharge, what's going on down there?" snapped Cryotek’s voice.

"I'm taking care of an annoying little runt. Looks like it has a heatproof hide," said Blastcharge.

"That's impossible. Your charges are as hot as molten rock. He should be dust. New orders, I want it alive. Something that can survive three Cybertronian cannon shells is worthy of my attention," said Cryotek, silencing any objection with, "I trust you won’t let me down..."

"You want me to grab that annoying little squeaker?" asked Blastcharge, "You know these drones aren't great grabbers, right?"

"That's why you have gas shells. Did you already forget?" snapped Cryotek.

"Urgh...knockout gas is a Maximal weapon," muttered Blastcharge, not noticing a fireball that scorched his armor before he switched to the hated non-lethal rounds and fired them into where the fireballs were coming from.

Suddenly, the scene cut to Cryotek addressing the girls in pods. "The problem with harnessing that energy you have is that your organic bodies do not mesh well with my instruments," said Cryotek, "But in robotic bodies, you would be far more compatible."

"What?" yelped Twilight, trying to summon a spell only for the pod to shock her and break her concentration.

"Oh, and I added energy sensors for you and the other horned one." said Cryotek, not looking up before adding, "Of course, you need to be alive at the end of it. So I think a little test is in order." Just then, Blastcharge stomped in, holding Spike. "Put him in pod 7," said Cryotek calmly.

"You leave our little Spikey-Wikey alone!" yelled Rarity.

Blastcharge laughed and said, "Spikey-Wikey? Boy, that would not be what I want to hear last."

"Really, my men found a well-equipped laboratory in the purple one’s home. As a fellow scientist, she can respect that everything needs testing," said Cryotek smugly as Blastcharge threw Spike into an empty pod, sealing it.

"I wouldn't worry too much. We dragons are hardy creatures. I think he has a good chance of surviving. That said...it might...sting," Cryotek sneered, pressing a few buttons and a modified spark extractor lowering.

Energy arched inside the pod, zapping Spike. The edges of his form became blurred as body seemed to convert into energy. "TWILIGHT!" Spike screamed.

Twilight tried to blast free again, only for the pod to shock her again. The other girls got similar shocks as they tried to get free. All they could do was watch as the screaming Spike turned into a glowing orb that the claw grabbed. "Process complete...cerebral activity at 89%," said the computer.

Cryotek clapped his hand and dragon head together. "Far better than I expected," he said.

"So what are you gonna do with him?" asked Blastcharge.

"Hmm...I do know someone on a Cybertron who needs protoforms for his work. Put him in one of them and have him sent in a supply pod," said Cryotek, "Now then, let's prepare the other subjects."

Twilight snapped, "You'll pay for this!"

Cryotek laughed, "Lady, if this works properly, you won’t even remember your name."

As the girls snapped out of their collective memory shock, they saw Cryotek with an infuriatingly smug look on his face. "You...you..." said Twilight, barely able to process her anger.

"Really? You're the ones who forgot he even existed," sneered Cryotek.

"You blocked that from our memories!" snapped Pinkie.

"Did I? Perhaps your own psyches prevented you from remembering so you wouldn't have to deal with the trauma," said Cyrotek before laughing, "Oh, who am I kidding? Of course it was me."

"Where did you send him, you brute?" snapped Rarity.

Cryotek yawned. "To an associate of mine. He needed some test subjects. He does go through them," he smirked. The girls screamed in rage before they all opened fire on Cryotek. Before their blasts could hit, a personal forcefield appeared around him. "Oh please. Like I wouldn't come prepared," said Cryotek.

Matt and Dante, meanwhile, headed towards the energon cubes. "Dante, you distract him," said Matt.

Dante snapped, "Why?"

Matt shrugged, "Cause nobody likes you."

Dante opening his mouth to reply only to pause. Then he yelled at Cryotek, "Hey, Mr. Talking Refrigerator. If you're prepared for everything, how comes your subjects kept getting away from you?"

Cryotek turned to glare. "They wouldn’t if your people hadn’t interfered. I'm not part of your little war," he said darkly to Dante. Matt carefully picked up the energon cluster and throwing it over in front of Cryotek’s feet. Cryotek looked at the webbed sack and asked, "What's this? Your lunch bag?"

Matt sneered. "Yup...and it’s really spicy. Watch," he said, aiming his mech’s sidearm at the cluster, a bit slipping aside to let Cryotek see the energon cubes, just before Matt fired.

Cryotek only had time to say "Oh no" before the shot hit the cubes. Quite predictably, the energon exploded, quite loudly. Loud enough for the ceiling overhead to come crashing down.

Everyone else got to their feet after a second, Matt yelling "Think that got the little shit?" before a small piece of the rubble moved slightly.

"Hmm...let’s just run. We're leaving, let’s go. Someone grab the icicle. We got antifreeze on the ship," Dante snapped.

Optimus and Fluttershy were carefully picked up before they all ran.

Optimus had managed to thaw his side by the time they'd reached the ship, though Fluttershy was still mostly frozen. Dante yelled from the cargo ramp, "We're outta here in 5! All aboard who's coming!"

"W-w-w-wait," said Fluttershy, who shivering from her coldness, "I w-w-w-want to s-s-s-say..." Cheetor ran over to her at that. "Ch-Ch-Cheetor, I would st-st-stay, b-b-b-but..." started Fluttershy.

"I know," said Cheetor, "Your friends need you. So does your world."

"I-I'll come b-b-back...s-s-s-somehow," stammered Fluttershy.

"I know you will. And I'll be waiting," said Cheetor.

Dante yelled, "Get her tailpipe on board! We got a small window!"

The girls looked away as Fluttershy and Cheetor shared one last tender moment. "I wonder what would happen if their lips got frozen together," muttered Pinkie.

Dash almost snorted before saying, "Not now."

The escape had been close, too close for the two humans liking. Fluttershy had recovered, though a repair drone kept following her around with an antifreeze drip. She was simply looking out the window to the multicolored void of Nullspace when she heard the hatch open behind her.

"Ya'll alright?" asked Applejack, walking in.

"Not really..." said Fluttershy sadly, waving the drone away again, "I was there for a long time. I was happy. I actually didn’t feel scared anymore."

"Yeah, it's been different fer all of us," said Applejack, "Some of us have been in metal bodies fer longer."

"Cryotek made us forget Spike. He made it so I had to leave Cheetor without a proper goodbye..." Fluttershy said before she added darkly, in a tone that reminded Applejack of the Gala incident, "I hate him..."

It was hardly a sentiment unshared by the others, but hearing it from Fluttershy, the Element of Kindness herself, really set the level for how much they despised him.

"We'll get home...and we'll deal with that varmint," said Applejack.

Fluttershy said, "Then I'll go back..."

"Ya really want ta leave Equestria for him?" asked Applejack.

"Yes, I love him," said Fluttershy, with her confident tone again.

"Well, Ah'm happy for ya," said Applejack, "Ah just hope it works out."

"Me too," said Fluttershy sadly again before Matt’s voice came over the intercom.

"All hands to the bridge...IT’S JUST A SAYING, PIN-." before it cut off.

"Is it...hard to get along with Matt and Dante?" asked Fluttershy.

"Matt’s ok. Dante, he's a jerk," said Applejack honestly.

"Ok...good news and bad news," said Matt, looking at the girls, who were in their pony-sized forms, Dante duct taped to the seat again and glowering through his gag.

"What's the good news?" asked Pinkie.

"We found your friend. Something’s messing with a timeline in dimension D-8912 and it could be your little friend," said Matt, showing an image of a Cybertron on the screen, though it looked...dead. "Yeah, apparently this Cybertron has been through one of the roughest wars," said Matt.

"That sounds more like the bad news," said Twilight faintly, Matt shaking his head before pressing a button, causing it to zoom out to show a huge map, three large colored blobs, red, blue, and green, on it and labelled in splitter, their destination pulsing in the red one. "It’s slap bang in one of the most paranoid and vicious factions in Nullspace: the Combine Confederation. We go there and they catch us, me and Dante will be shot and you'll all be stripped for parts...if we're lucky," Matt said grimly.

"But Spike is there," said Twilight.

"He's most likely there," amended Matt, "We're mostly conjecturing based on-"

The screen flickered as the girls began to glow. "Oh not again," muttered Matt, before a beam shot out and hit the pulsing destination. "Lemme guess, the magical GPS says we're going right into the dragon’s den," said Matt.

"That's right," said Twilight, "Spike is definitely there."

"Great..." muttered Matt, the girls noticing his left hand shaking.

"Well, if that's our destination, I say we move along," said Applejack, "Saddle up, Ponybots."

There was an awkward pause before Rainbow Dash said flatly, "We are not calling ourselves that."

"Why not?" asked Applejack, "It's what we are."

"It's the most basic description," said Rarity, "We need something with more...panache."

Dante managed to chew through his gag and snapped, "Kidnappers? We are not going into Combine territory. And for once I bet Matt agrees, after the last time they grabbed him."

Then Fluttershy said quietly, "Maximares..."

"What's that?" asked Rainbow Dash. "Ooh, Maximares, I like that," said Pinkie Pie, "It suits us just find. I mean, we're closer to Maximals than Autobots anyways."

"Ok...into the depths of hell we go," said Matt nervously, entering in some commands.

"You know, as long as we're setting up our own faction..." said Twilight. She projected a hologram of the Maximal insignia in front of her. "How about we personalize it a little more?" she suggested. With a flicker, the Maximal insignia how had a more equine shape, with bigger eyes and rounder ears.

"Great, now you have something to put on your tombstone," mumbled Dante. With that, the ship's rip engine activated and the Maximares left this universe for one that will be more hostile.

On Cryotek's ship, Dirge walked up to a C/R Tank, one that's larger than the standard size. Which befitted a bot as big as Cryotek who was currently being repaired in it. Dirge checked on the Tank's readings before saying, "Computer, access core consciousness of Cryotek."

"Acknowledged," said the computer before a holographic image of Cryotek's dragon head appeared.

"How....long till I'm...repaired?" said Cryotek.

"Despite the extensive damage you took, you should be fully repaired in less than a solar cycle," said Dirge.

"Good...are the subjects’ tracking devices still working?" Cryotek asked.

"As strongly as ever," said Dirge, "It appears they're heading straight for Subject 7."

"Good...good. As soon as they're together, we'll have everything we need," sneered Cryotek.

"So you say..." said Dirge.

"What was that?" growled Cryotek.

"Well, you had them right where you wanted them and yet they blew you up and left you buried," said Dirge.

"I made the mistake of toying with them and their human pets. I won't make that mistake again." said Cryotek coldly.

There’s another chapter at last. I would have posted this sooner, but things have become more complicated these days, thanks to the pandemic. At least now I have more time to post this before the MLP/Transformers comic launches, which will be June 3rd now.
Anyways, this chapter was originally supposed to be part of the last chapter, but things became more complex than I expected. This comic derives a lot from the first issues of The Wreckers comic ‘Departure’. We also have a more in-depth explanation of what became of Airazor. And Blastcharge appears as another of Cryotek’s lieutenants, though obviously not the same Blastcharge from The Wreckers Comic.
So now that our ponies, or should I say Maximares, have all reunited, it’s time to find an unexpected seventh member. That chapter will be coming a lot sooner than this one. Keep an eye out for it and please review.

Spike vs. Abominus

Maximares Rising

Chapter 9: Spike vs. Abominus

Cybertron had once been a thriving planet, that the people doing the thriving had been sentient machines hadn't bothered anyone. Nowadays it was the galaxy's largest tomb. Only a few called it home, and one such person wasn't a people's robot. But...let's just say he was a science enthusiast...

"Ever since Megatron's departure, Cybertron has been under my stewardship. My task is to continue to improve the Cybertronian race, to evolve our species to the maximum potential. And eliminate all Autobots of course.

"One of my potential avenues is the reintroduction of the Predacon species. After sending my first wave of clones to Earth on Megatron's behalf, I have wondered what more I can do with the fossilized CNA I've recovered. As with the upgrade of the Lighting Strike Coalition Force into the Dinobots and the uplifting of key Insecticons, it should be simple work to splice this ancient CNA with that of a modern Cybertronian."

I have discovered an emergency shelter near my location. Unfortunately, most of it is destroyed but I have found suitable subjects for my continued experiments. Now I have successfully cloned Predacons, I firmly think the next step should be integrating their CNA into modern protofor-WHAT IN THE ALLSPARK WAS (log interrupted...impact on outer perimeter detected...)

"It seems, as some like to say, my cup runneth over. A deployment pod, an older model, impacted just outside my location. One occupant, the file names him as one of Cryotek's toys. I thought he was dead...oh well, his loss, my gain...

"Fascinatingly enough, the deployment pod contains a protoform that seems newly molded. It already has a bestial alt mode, one that happens to bear a resemblance to Predacons, but much more, what is the word, cuter. Clearly there is a lot of room for improvement and augmentation."

"Fantastic luck. It seems whoever tampered with this form's CNA meant it to have upgrades in future. There was plenty of room for the Predacon CNA. There was some resistance. He kept asking for someone called Rarity. Strange...

"It seems I considerably underestimated this protoform. His alt mode should have been an indication that he was in a juvenile state. The Predacon CNA has sped up his development tremendously. It has already outgrown his original pod. I may have to move him to another lab.

"Well...that was a complete failure. He was completely uncontrollable and what few defences I had were unable to even slow him down. Luckily, he seemed more interested in fleeing the lab then eating me. Oh well, back to the blueprints. This time, I'll try a blank slate...end log...

Matt yawned, staggering out into the corridor before pausing. The corridor floor was a lot filthier than he had last seen it. There was a lot of grunge covering the floor, along with what looked like tire marks. "For crying out loud," grumbled Matt, "I thought they cleaned the place before we took off. Well, that's what having a semi-autonomous exosuit is about."

He turned on his comn and said, "Hey, mechs, I thought you agreed to clean this place up."

"We are not cleaner bots," snapped a voice.

"You're the only ones who can," said Matt, a little puzzled before asking, "Is this frequency 121-alpha?"

"This is frequency 121-bite my shiny metal-" started the reply before Matt hanged up.

"Ok, the exosuits have attitude glitches, major attitude glitches. I think I better go repair them," he said to himself.

He was on his way to where the exosuits were when what looked like a box on one wheel rolled up to him and asked, "Can you open that door there?" Matt shrugged and pushed the button that opened the door. "Thank you," said the box on wheel before rolling through and the door closed.

Matt sighed, readying an EMP blaster before pausing. "What the heck was that?" he snapped, turning to see the box looking at him from the corner. "Hey! Get back here!" Matt yelled, the box giving a panicked beep before zooming off, Matt running after it.

"Come back, you lousy WHOOOOOAAAAA!" Matt yelped as suddenly he stepped in something very slippery and ended up sliding forward out of control.

He managed, as he passed, to see the box bot waving, holding a bottle of lubricant in its other hand. Matt just about managed, "This means war," before his face met the wall.

While the ship was hardly spotless, there was one room that was particularly messy. That was because of two bots inhabiting it. They both had one leg ended with a wheel, but they were pretty different. One was a dungy brown and a second wheel on the back of one arm while the other was orange and had two wheels at the end of the leg. "What's takin' Gryme so long, Koff?" asked the dungy brown one, "She should 'ave been back a cycle ago."

The orange one just made a few beeping sounds.

"No, she wouldn't 'ave stopped for a coolant break," said the brown one.

Just then, the box bot rolled in and opened up, revealing a similar robot only pale yellow and with a wheel placed behind her head. "'Ere I am, Trub," she said, "You won't believe wot they've got lyin' around."

"Surprise us..." said Trub before they all looked in to see Matt, looking badly bruised.

"You...all of you..." he snarled.

Gryme said happily, "It followed me 'ome. Can I keep it?"

"Robots in disguise, Gryme!" snapped Trub.

"Oh, right," said Gryme. The three of them transformed into motorcycles at that. There was a long pause before Gryme asked, "Is 'e buyin' it?"

Matt just glared before aiming his EM rifle at them. "Stowaways...all of you," he said manically.

"Now 'old on, guv'nor," said Trub before changing back to robot mode, "We got a proper invitation, we do."

"Who'd be dumb enough to let a bunch of junk-cons stay on my ship?" asked Matt.

"Actually, they're called Junkions," said Pinkie.

Matt paused. "I don't care what they're...ARRRRRRRRRRRRRRRRRRRRRRRGH!" he said, turning to snap at Pinkie before pausing and screaming hysterically.

It didn't take long for the other Maximares to hear the screaming and follow the noise. "Matt, what are you- Are those the Junkions?" asked Rarity, "I thought they were destroyed."

Koff let out several beeps. "The only thing that's currently broken is her voice box," said Gryme.

Dante was the last to turn up. "Matt better have LOST A LIMB TO BE SCREAMING THAT MUCH! I got a headache," he snapped.

"'Ello guv'nor," said the Junkions.

Dante sighed before saying, "Ok...who invited these things aboard?"

"I did," said Pinkie.

"Of course you did," said Dante flatly.

"Whyyyyy?" moaned Matt

"They're very good engineers," said Pinkie.

"Too bad they're not good janitors," said Rainbow Dash, looking at the grunge everywhere.

Matt sighed. "Has Rarity seen the current state of the ship?" he asked.

"Ah reckon she has," said Applejack, which seemed true considering Rarity was now climbing on AJ's back to avoid the mess.

"Ok, first things first; we land on a planet and BURN THE CORRIDORS!" said Matt, a little manically

Dante said, "He's got a point...we're low on supplies."

"Oh, we know a great place to fuel up," said Trub.

Dante looked at them. "That everyone can eat?"

Koff nodded before saying something, Gryme translating "She's certain."

Matt nodded, "Ok...send the computer the coordinates."

Once everyone left, before Trub said, "Humans can eat energon, right?

According to the starmap, the world they were approaching was a Cybertron, but this one had obviously seen better days. Even from orbit, it was obvious that the planet was war-scarred and probably dead.

"Food, eh?" said Matt, glaring at the Junkions

"Energon's good for you," said Trub.

"For robots!" snapped Matt, "I only eat organic material!"

"Urgh, you'll never try new things with that attitude," said Gryme. Matt screamed before grabbing Gryme by the throat. "Wot is 'e doin'?" asked Gryme.

Koff made some beeps at that.

"Stranglin'? 'E does know I'm a robot, right?" asked Gryme.

"DANTE, PREPARE THE TRASH COMPACTOR! I FEEL LIKE REENACTING A STAR WARS SCENE!" screamed Matt.

Just then, a light started to shine from the Maximares' cutie marks. "Wait, someone's down on that planet," said Twilight.

"You think Spike's on that Cybertron?" asked Rainbow Dash.

"Yeah, looks like just the kind of place where you'd abandon a friend," said Dante.

"We did not abandon him," said Rarity hotly, "We didn't know he was abducted as well because Cryotek blocked it from our memories."

"Oh sure. Perfectly valid excuse," said Dante sarcastically.

Koff beeped something at that, sounding off-put. "'Ere now, we can't go judgin' 'im before we really get ta know him," said Gryme, "Though you 'ave a point about 'is manners."

"Ooh, searing words, I'm sure," said Dante, "Now if you'll excuse me, I've got a ship to land."

Cybertron looked even worse as they got closer. It was barren as far as the eye can see. Not that one would expect plant life on a robot planet, but it seemed particularly lifeless. Everything looked broken from buildings to roads to craters that were presumably used to be something once. But of more importance to the crew was the fact that the atmosphere was toxic to humans.

"Great, not only no food, but no air. I'm gonna kill those Junkicons," snapped Matt.

"Junkions," corrected Pinkie.

"Doesn't matter. There's nothing on this rock for us," said Matt.

"Spike is here," said Twilight firmly.

"He better be here," said Matt, "I don't want to land on an uninhabitable planet for no reason."

The ship shook at that, a blue energy burst slamming into them. "What was that?" asked Twilight.

"A tractor beam," said Matt. There was a lack of response before Matt said, "It's like your telekinetic horn thing, only with science."

Dante snapped, "It's pulling us down into one of the more intact districts, I say intact, looks like the moon was dragged out of orbit."

"And I doubt they're going to be throwing us a welcome party," said Dash.

"What? No welcome party?" asked Pinkie with disappointment.

"Pinkie, hostile alien robots, remember?" said Twilight pointedly.

Matt glared before readying his blasters, "They'll never take me alive. Dante, are those mechs listening to us yet?"

"They're demanding a daily coffee break," said Dante.

"Coffee break? They're robots!" snapped Matt, "Dammit, give it to them, but we need those suits."

"Ok, but we are seriously debugging them on the next planet with a breathable atmosphere," said Dante.

"Ship of unidentified origin has been caught. No matches to any species design on record," said the computer.

"For all we know, it's from one of the lost colonies," said Shockwave.

"Sir, I believe I have a malfunction. Two organic lifesigns are on board," said the computer.

"Curious. But they may prove interesting specimens for study," said Shockwave.

Suddenly, an alarm was heard, "Alert, Subject D-2 has been detected."

"Oh no, that's all we need. If he offlines my new staff..." began Shockwave before the computer said "No Decepticon IFFs detected...no Autobot IFFs detected...sparks detected...9 counts."

If Shockwave had a face, he'd be frowning. All the neutrals had either fled Cybertron, joined one of the two sides, or were destroyed. Why would any of them return when Cybertron is clearly barely inhabitable? "Release the air mines. Let's see how this goes," said Shockwave.

"Ok, entering atmo...get big or go home," said Matt, his voice coming from his mech, the mech readying a heavy blaster.

"A human walkin' around in a sparkless machine," said Trub, "That ain't right."

"Like somethin' outta a 'orror movie,' said Gryme. Koff gave a few beeps of agreement.

Dante's mech walked in at that. "Like the man said, this is not for pony-sized bots so supersize," he said.

Twilight and the others glanced at each other before they converted to pony mode. They were all the size of normal horses, though Twilight was noticeably bigger than the others.

Matt's mech nodded before it turned to look out the window and immediately took aim. "Is that a robot bird out there?" asked Rainbow Dash.

"It better not be like Laserbeak an' Buzzsaw," said Applejack.

"Actually, I think it's a robotic pteranodon," said Fluttershy.

The aforementioned flier was hovering in the view window, looking at them with laser focus before it seemed to see something and swooping off. "Anyone else worried that it disengaged way too easy?" said Matt.

"I think birdface was just a scout," said Dante.

"Shit...has anyone worked out how to turn the ship's shields back on? Preferably before a AA missile makes a brand new hatch?" said Matt sarcastically.

Suddenly, there was an explosion outside that knocked everyone around. "Case in point. EAT IT, YOU FLYING JURASSIC PARK REJECT!" yelled Matt, firing into the roof where the explosion had come from.

"Lynch, don't blow holes in the roof-" started Dante before another explosion was heard.

"Warning airborne explosives detected," said the computer.

"Oh great. We've flown right into a minefield," said Dante.

"How can it be a field if it's midair?" asked Dash.

"Well, having explosives buried in the ground isn't as necessary-" started Matt before he and Dante saw another mine floating towards the hole in the roof. They both shot at it, causing it to explode and batter the ship even more.

"Warning hull breach...flight capability compromised," said the computer, Matt and Dante's mechs looking at the others glaring before saying in unison "Oops."

"Er, Twilight, you think you can do your hocus pocus and make us do a more controlled crash?" asked Matt.

The pteranodon Cybertronian watched as the ship went skidding into the ground. "Swoop here. Spotted an incoming frigate. The idiots flew right into the air mines but the crash was too smooth. Definitely survivors. I don't think they're Autobots," he said into his com, his scanners sensing movement inside

"Good," growled a voice, "Been wanting to sink my fangs...my sword into something all day."

"Want me to soften them up? There's some sort of stealth unit on board. Could only detect them by sight," said Swoop.

"Keep them in one spot," growled the voice, "We'll be there in four cycles."

Swoops rolled his eyes as the com ended. "Great...4 cycles against the invisible Decepticons," he muttered before landing on a ledge to watch for an opportunity.

The ship did land smoothly, but there was still the problem of the holes in the roof. "Ya just had ta go trigger-happy, didn't ya?" asked Applejack.

"Hey, it was going to explode one way or another," said Matt.

"So making it explode sooner was a good idea?" asked Fluttershy.

"Probably wouldn't have been hit so bad if someone didn't want to shoot dinosaurs," said Dante scathingly.

"Hey, you were shooting that mine the same as me!" snapped Matt.

The two of them didn't like they were about to accept the blame anytime soon, so the girls decided to do something a little more progressive.

"Ok, so now we're here, why don't we look for your friend who you forgot all about?" said Gryme innocently.

"We didn't mean to forget him," snapped Twilight, "We could only remember our abduction a bit at a time."

"You remembered each other though," said Gryme.

"Cryotek kept us in one group," said Fluttershy, "Spike was separate from us."

"Not separate enough that we should have failed to notice him," said Rarity dourly.

"You know, while you all try an find your Spike, we're gonna see wot we can salvage from this thing," said Trub before she and the other Junkions headed back into the ship.

"Warning, approaching unidentified. Presumed hostile," said the computer, though it crackled partway through the announcement.

As soon as they were out though, one of the thrusters exploded. "Goddammit, that was our ride!" snapped Dante, checking his system, and adding more grimly, "And me and Matt got about...8 hours air."

"Well, maybe the welcome party can help us get back in," said Pinkie, pointing.

The group turned to see a cloud of dust rapidly getting closer, his mouth going dry as he zoomed in. "D...duh...duh...duh..." he managed to stutter.

As the dust cloud got closer, it became easier to see what was making it. There were three robotic dinosaurs heading in their direction; a Triceratops, a Stegosaurus, and an Apatosaurus. On the back of the Apatosaurus, a very large robot was riding, one with a yellow chestplate that was partially open to show the lights and wires inside and was carrying a huge sword.

"DINO! BIG DINO!" screamed Matt, taking aim, before Dante pushed his gun down.

"No...they might be friendlies," he hissed over the mech's private coms.

"Friendly dinosaur robots?" asked Matt incredulously. "Don't judge a bot by what they transform into," said Dante, "Besides, I think I see that Autobot insignia on them."

"Oh thank God. Maybe they can help us get our ship flying again," said Matt.

Just then, the large sauropods had gotten close enough. The big robot jumped off the Apatosaurus's back and landed with his sword going deep into the ground. "You, Decepticons," he growled, "Surrender the ship or get scrapped."

The bot then jumped as Pinkie was suddenly on his shoulder, "Hi, I'm Pinkie and these are my friends. We're not Decepticons though one did give us that ship."

"Shemeansstoleit!" yelled Matt in one breath.

The robot plucked Pinkie off his shoulder and tossed her aside. "Hey, you can't just throw around our friends, you big brute!" snapped Rarity.

"Decepticons lie...you lie...GIVE SHIP OR GRIMLOCK SMASH!" snapped the bot.

"Grimlock, calm down," said the Stegosaurus with concern.

"We really aren't Decepticons. We're not even involved with...we're gonna fight, aren't we?" said Matt to the leader. Grimlock lifted his sword and swung it at the group, barely missing.

"That's a yes," said Matt, firing his mech's shoulder rockets, the girls transforming to robot form as their opponents did the same.

Grimlock roared as he charged at the group, a large shield appearing in his other hand as he moved. Matt yelped, dodging his mech before being surprised as Grimlock missed. "HOLD STILL!" roared Grimlock, trying to hack at Matt's mech.

"What's the matter? Can't you hit me?" taunted Matt before Swoop smashed into his back, knocking him forward. Unfortunately for Matt, he ended up being propelled onto Grimlock's blade.

"Hah...Grimlock better than puny Decepticon," Grimlock sneered before Matt headbutted him.

"This thing's new, you jackass," he snapped. A few kicks helped Matt slide off the sword. "You're lucky you didn't compromise my air supply," snapped Matt before sending a rocket right into Grimlock's face.

The other bots, struggling with the girls and Dante, paused, looking at Matt. Some with horror and Swoop's face was apparently that of sympathy. "Rookie," he muttered before Grimlock literally roared in Matt's mech's face.

Suddenly, Grimlock hunched down and punched the ground. As he did so, his arms converted into massive legs. His actual legs joined together to form a long tail. Then his upper body unfolded, extended as a new upper torso was formed. In just a few seconds, the huge bot had transformed into a gigantic robotic Tyrannosaurus Rex that roared angrily in Matt's face.

"Mother," whimpered Matt before his mech was kicked into a far building. But the robotic T-Rex was not done. With a roar, he started charging towards the building.

"We're really not Decepticons," said Fluttershy, the only one not fighting.

"Doesn't matter at this point," said Swoop, "Once Grimlock is that worked up, he won't stop until everything and everyone is scrap."

"So there's no way to stop him?" asked Twilight.

Matt's distant cry of "Why is nobody helping meeeee?" was heard.

"I have to do something," said Fluttershy before flying in Matt's direction.

"Well, she's dead," said the Stegosaurus bot.

Matt was running for his life from the irate T-Rex. Which was not easy considering that Grimlock had a long-range attack in the form of breathing fire. He turned a corner and hid. "On any other day, this would be awesome. But noooooo, it had to happen here," he muttered before he was pulled backwards through the wall. Before Matt could flee, a dinosaur foot pinned him down. Matt gulped as he looked at the huge mouth full of razor-sharp metal fangs.

"Warning...structural integrity failing," said the computer, cracks appearing on the viewport.

"Hi, I'm Lynch. I'm not affiliated with this war in any way, shape, or form," he said desperately.

Grimlock snarled as he got ready to chomp before a voice yelled, "Stop!" Grimlock and Matt looked up to see Fluttershy hovering in midair, a more serious look on her face than Matt had seen before. "Leave him alone," said Fluttershy.

Grimlock glared readying a fireball before he fixed optics with Fluttershy and paused. "Settle down," said Fluttershy sternly. Grimlock seemed to comply before he started growling and his mouth began flaming. "I said settle down!" snapped Fluttershy. Her eyes glowed green before beams shot out of them and into Grimlock's optics. Grimlock's dinosaur head wasn't capable of much expression except rage, but he did go slack-jawed and blank.

"Wow...that's...interesting," said Matt before seeing a red light.

The AI said, "So's the fact that idiot ruptured the secondary O2 tank. You now have 3 hours oxygen left unless you find a replacement."

"Grimlock, back away from Matt," commanded Fluttershy. Grimlock slowly took three steps backwards. "Now return to robot mode," said Fluttershy. With a loud ratcheting sound, Grimlock shrank down as he reverted back to his smaller, but still huge, robot mode.

"Fluttershy...could you always mind control?" asked Matt, trying to see if there was any emergency air.

"It's not mind control," said Fluttershy as she landed next to Matt, "The Stare is...I'm not really sure what to call it. I suppose it's a way of asserting myself over unruly creatures. I can't control them completely, but I can make them listen to what I say and they'll do what I tell them to."

"That's good. Ask him if there's any oxygen tanks around. The idiot hit my primary life support," said Matt icily.

Fluttershy went over to Grimlock and asked calmly, "Grimlock, would you know if there are any oxygen tanks that Matt could use?"

Grimlock said, "No...we do not need oxygen."

"Great, I'm doomed," said Matt flatly, "Unless Twilight can conjure fresh air out of, well, thin air."

"Only oxygen near one of Shockwave's experiments..." finished Grimlock.

"What experiment?" asked Fluttershy.

"Big angry Predacon, all purple. He looked cute when he was first thrown out...then he got big," said Grimlock.

Matt's mech looked at Fluttershy, Matt saying "You don't think...do you?"

"I find it hard to believe that Spike would join the Predacons," said Fluttershy, "But if it is Spike, we have to find him."

"He took over almost three districts," said Grimlock.

"Oh my. It sounds like his dragon greed has taken control," said Fluttershy.

"Oh lovely...WHAT THE HELL'S THAT MEAN?" snapped Matt.

"Dragons can be very greedy creatures," said Fluttershy, "And they'll seek to collect things to hoard for themselves. And the bigger their hoards get, the bigger they get themselves."

"And what's a Predacon?" said Matt.

"An ancient species of Cybertronian that's been extinct for millions of years," said Grimlock, pulling himself up.

"Aren't they a faction that descended from Decepticons?" asked Fluttershy in confusion.

"You know Predacons?" said grimlock suspiciously.

"I don't think they're the kind you're referring to," said Fluttershy with a little uncertainty.

"You know this...Spike Predacon?" said Grimlock.

Matt said, "Not how you think..."

"Fluttershy!" The group paused and turned as they saw the other Maximares and the sauropods running up to them.

"Twilight, Matt's lost an oxygen tank. Can you do something to fix it?" asked Fluttershy.

Twilight came up, running a beam up and down the damaged section. "No point. The tank's empty," she said.

"And you can't produce more air?" asked Rainbow Dash.

"Not from this toxic soup," said Twilight gloomily.

"Shockwave is always messing with chemicals and stuff," said the Triceratops, "Maybe he's got some oxygen."

"Shockwave...as in the big bad's number 2?" said Matt.

"Let me guess, he's a lot less 'morally ambiguous' in this universe," said Rarity.

"No, he did this to us," said Swoop angrily.

"So you weren't always...er, I'm sorry, we haven't made formal introductions yet," said Rarity.

"You aren't Autobots. Why were you in an alien spaceship?" said the Apatosaurus.

There was a long pause before Pinkie said, "Betcha 10 energon cubes our story tops your story in weirdness."

"Huh...if you can find 10 energon cubes," said Swoop.

"Pinkie, that's not fair anyways," said Dash, "Our story is way crazier than theirs could ever be."

"We used to be the best in the Autobot army...and Grimlock used to be able to string more than a sentence together without blowing a RAM chip," said the Apatosaurus smugly.

"And you got left behind in-" snapped Grimlock.

"Grimlock, let's not get ahead of ourselves," said the Triceratops, "And since this guy is losing air, shouldn't we be moving?"

"No hurry, he wouldn't be missed," said Dante. Matt snapped, "HEY!" before Dante laughed "Ok...let's get him some fresh air."

"Shockwave's got an abandoned lab not far from here," said Swoop, "Let's get moving."

Matt said, "How long will it take to get there? In human time?"

"What's a human?" asked Grimlock.

"HOURS! HOW MANY?" screamed Matt, grabbing Grimlock and shaking him.

"No more than an hour," said Swoop, "If you ride that is."

"My mech can fly," said Matt sulkily.

"Great, saves more time," said Swoop.

"I am sorry to report that the newcomers and the Lightning Strike Coalition Force have come to a truce and are approaching. Should I prepare your shuttle?" said the computer calmly.

"That lab is of no consequence to me," said Shockwave, "But the Dinobots are starting to become a nuisance."

"They are 30 minutes away and seem intent on attacking...the newcomers are with them and two mechanical units that are not appearing on scanners. I only acquired them thanks to remaining visual scanners." said the computer calmly

"Prepare the tram," said Shockwave, "We are moving to the next lab."

"There is not enough time to relocate all supplies. Should I prime self-destruct?" asked the computer.

"Yes," said Shockwave, "Though I doubt any of them are smart enough to know what to do with my work even if they could get it."

"As you wish...priming transport," said the computer.

"So, not only have you been to different worlds, but you're not even from a Cybertron at all?" asked Snarl, the Dinobots and Maximares having introduced themselves during the journey to Shockwave's lab.

"Been all over the place..." said dante, his own mech flying alongside Matt's.

"At least they weren't taken apart and reassembled as robot dinosaurs," said Matt.

"Uh, actually, Swoop isn't an actual dinosaur," said Fluttershy, "Pterosaurs are a different family from the two main genuses even though they aren't too distantly related. A plesiosaur would be much more distantly related."

Everyone, even Swoop, turned to look at Fluttershy at that, Matt saying, "Not even gonna ask."

Grimlock asked, "What's a dinosaur?"

"I have an interest in all animals," said Fluttershy, "Even long extinct animals."

"Did dinosaurs even exist on your planet?" asked Matt before saying, "Nope, still not gonna ask. Look, is that the place? The one with the transport noping the hell outta there?" He pointed to a half-destroyed building from which a shuttle was fleeing.

"Looks like it," said Slug.

The group stopped at a large blast door. "This the place? Ok...open it up," said Matt angrily.

"Sludge, give me a hand," said Grimlock, grabbing one edge of the door. Sludge was probably the only Dinobot who was bigger than Grimlock, which made sense since his dino mode was an Apatosaurus, and together they were able to open the blast door easily.

However, a larger door was on the other end. "Oh come on..." said Matt in a tone that made Dante pause.

"Erm...everyone back away. I think Matt's fuse just hit the end."

"So?" asked Grimlock.

Matt's mech aimed at the door at that, its shoulder missile and plasma cannon pods readying, and even a few extra guns folding out the chest and arms. "FUCK THIS PLANEEEET!" screamed Matt, before a hail of energy blasts and missiles hit the door, a manic laugh heard as matt seemed to snap.

"Wow, he lets loose scarier than you, Grim," said Snarl.

"GRIMLOCK NOT BE SIDELINED! DESTROY STUPID DOOOR!" yelled Grimlock before joining in.

Swoop facepalmed, muttering "Saw that coming."

Just then, Pinkie noticed an outline on the wall and poked it. Immediately, a small door opened.

"Hey girls, you can tell Matt to stop. I found a side door," she called over the various explosions of Matt's frustrations.

"A small side door," said Snarl with annoyance.

"I could fit in robot mode. I might even find a cure for us in there...or at least one for our glorious leader's IQ," said Swoop, adding the last part quietly.

"You all seem fine enough to me," said Twilight.

Swoop raised an eyebrow and pointed Twilight's head at where Grimlock was starting to match Matt's manic laugh. "That look ok to you?" he asked.

"Oh, well, I'm not quite sure how to fix something like that," said Twilight.

"With the power of friend-" started Pinkie.

"Ah think Grimmy here needs more than just pals," said Applejack, "Ah think this is the kinda problem that needs an actual doctor."

"Good luck. The only medic we know that might be left is Ratchet and I have no idea where he is," said Swoop.

"With all the other Autobots on the Ark," said Snarl.

"Oh...yeah..." said Swoop darkly before saying, "Let's sweep the lab before your friend and my leader destroy the lab by accident." He turned to robot form and peering inside.

This particular lab wasn't as fully-stocked as Twilight was expecting. In medical equipment, as least. But there were several canisters, cubes, and beakers. "This must be one of his chemical labs," said Swoop, "For all we know, he was mixing up some Cosmic Rust or Cybonic Plague in here."

Pinkie was peering at a jar with a grey mass with a single eye in it. "Or this...what's a space barnacle?" she said, the barnacle rolling its eye.

"Scratch that. This isn't a chem lab. It's a bioweapon lab," said Swoop.

Twilight paused before saying, "Then we should be fine. We're robots."

"Cybertronians are more than just metal and circuits," said Swoop, "We're creations of Primus, even indirectly. Even we can get deadly sick."

"Ok...so is there any air here?" said Rarity, checking the various canisters

"If he is working on rust-based weapons, there's probably some liquid oxygen around here somewhere," said Twilight.

"Ah think ah found it. Saw a canister like this in Ponyville General when we went to visit Rainbow," called Applejack, hefting up a canister to reveal a flashing countdown. "Uh, that ain't the quittin' bell, ain't it?" asked Applejack.

"That's a countdown. EVERYBOT OUT NOW!" yelled Swoop.

Twilight was running out when she noticed a computer that had been left behind. It was apparently at a main menu of some sort as it was showing various file names. She paused, skimming the list on habit before seeing... "Spike?" she said in shock, quickly going over, causing Swoop to come back.

"What in the Allspark are you doing?" he snapped.

"It's a file about Spike!" said Twilight.

"Who cares? It's no good if you explode," snapped Swoop, trying to pull her away, Twilight grabbing the computer's hard drive.

"It might be our best chance to save Spike!" yelped Twilight.

"And you can't save him if you die!" yelled Swoop, managing to pull Twilight and the hard drive away. Swoop quickly flew for the door as fast as his thrusters could take them.

The two, the last out, made it out just in time as a fireball followed them out, though for Matt and Grimlock, this just meant they declared victory.

With some air, the organic members of the group were a lot happier, Matt especially so. The air, once dolled out, had boosted both his and Dante's air to several days. "Hey, Twilight, whatcha doing with that hard drive?" asked Matt.

"It has files on several of his experiments," said Twilight, "Maybe Spike is in here somewhere."

Matt nodded. "I think my mech can run it through its speakers," he said, holding out a hand. Twilight gingerly handed it over to him.

The hard drive vanished into a hatch, coming out in the cockpit with Matt, who got to work. "Ok...several files...quite a few labelled about 'Dinobots'. Gee, I wonder who that refers to," said Matt, saying the last part sarcastically before saying, "Bingo, several entries on a new test subject. Could be a good place to start. Looks like this guy likes to get input from his test subjects. You sure you wanna play this? I've met people like this Shockwave. Sometimes they're not bothered if their subjects survive."

"He has to have survived," said Twilight.

"He might not wish that he had," said Dante grimly.

"Dante, stow it. Go help Grimlock and his friends patrol the perimeter," snapped Matt. Dante muttered before flying up the top of some ruins. "Ok...playing first file..." said Matt carefully, hitting play.

2 weeks ago...

The door to Shockwave's main lab opened, the bot of the hour walking in to see his latest subject having his straps checked by Shockwave's security drones, a couple of his Insecticons on guard. "And how are we feeling today?" he asked of the form on the table.

"What do you want from me?" groaned the small figure.

"You are going to help my master, Megatron, to victory. The first of his new soldiers, far better than those clones he sends me," said Shockwave, one of the Vehicons saying "Hey...we're right here."

Shockwave paid no mind to the Vehicon. "You are going to help close the gap between modern Cybertronians and ancient Predacons," said Shockwave.

"Wh...what do you mean?" said the form as Shockwave prepared the first dosage, a tri-pronged injector unfolding. "I've never really tried this on a protoform. Do try to tell me of any discomfort," said Shockwave, before hitting engage.

"Turn it off! Turn it off!" screamed Twilight.

Matt hit pause at that, the screams have already had him reaching for the control. "That was Spike?" he said, Twilight nodding numbly. "There's more files, all with the same ID. It might be a good sign. The last one was only a few days ago..." Matt added softly.

"And you think that Predacon might be him?" asked Rarity.

"It might," said Sludge, "We wouldn't know."

"Where is his lair?" asked Twilight.

"A long way from here," said Slug, "It'll be safer if we go underground."

"Why underground? I don't see much rubble," said Matt.

"Because of the locals. We can handle them. You...maybe not," said Slug.

"Besides, all the energon has dried up on the surface," said Snarl, "We won't be able to go far without fuel."

"Great, I'm just glad there's rations in here," muttered Matt.

"Then let's get moving before Shockwave send his troops to find us," said Slug.

"The targets are on the move. Moving towards quarantine area 6. Should I dispatch Vehicons?" asked the computer, the hidden camera view showing the group setting off towards one of the old subway entrances.

"That may not be necessary," said Shockwave, "They are entering the territory of an Insecticon hive."

"As you wish..." said the computer, before a snarling voice said "You said we'd get a chance to take on Grimlock and his idiots."

"Would they not be easier prey if the Insecticons softened them up first?" asked Shockwave in his maddeningly calm voice.

"No...I want a challenge..." snarled the voice.

"You'll get it, Hun-Gurrr, never worry," said Shockwave, "This will take but a bit more time."

"Urgh...always more time," snarled the voice before something left the room.

"The subject is unruly. Again, I must recommend he is terminated," said the computer.

"I know how to stem his anger. What he really needs is something to whet his appetite," said Shockwave.

"The other subject?" asked the computer, the view switching to a ruined hanger, smoke coming out rhythmically from it.

"If the Dinobots can find it, the Horrorcons will be able to recapture it," said Shockwave.

"Of course. I will prepare their briefing. Is the alien derelict still a primary target?" said the computer, the view changing to a ship near to the hanger.

"Secure it so they can't escape in it," said Shockwave, "But it's not a major concern. Acquisition of the crew is."

"As you wish...preparing brief now..." said the computer calmly.

"So...what's the real reason you didn't want to go topside?" asked Dante, panning his mechs cannon around.

"I was being honest," said Snarl, "Not much reason left to go above ground when all the energon left is below. Besides Shockwave's troops will spot us more easily up there."

Matt looked up to see several scratches on the roof. "What's down here then?" he asked carefully.

"Lots of hungry predators," said Sludge, "The Insecticons say they don't cannibalize bots, which I think only means they don't just take the energon. They take the whole bot."

"Oh boy..." said Matt carefully, switching the mech's sensors to motion tracking.

The Maximares' attention wasn't currently about their safety. They were more concerned with Twilight's downcast demeanor. "Twi, honey, is something botherin' ya?" asked Applejack as the group trudged along.

"We should have realized Spike was missing a lot sooner," said Twilight.

"When we got out of our pods, we barely remembered anything after the invasion started," said Rainbow Dash.

"And not much of the day before that," said Pinkie.

"It doesn't matter though. We should have made sure. Who knows how long he's been here. Matt said the records are from weeks ago," said Twilight.

"An' we've been tryin' ta find each other for the last few weeks too," said Applejack, "It's not like we haven't been lookin', just not for him specifically yet."

"You didn't hear him, Applejack. He's practically part of my family and I forgot him," said Twilight.

Applejack glared in Matt's direction. "Matt ain't got much of a leg ta stand on in that regard," said Applejack.

"What do you mean?" asked Fluttershy.

"Ah...Ah'm not sure," said Applejack.

"Ooh, foreshadowing!" said Pinkie excitedly.

Grimlock paused at that, his fellows tensing up before everyone turned to look at Matt and looked horrified. "What...is there something on my giant robot?" asked Matt, not noticing the giant Insecticon behind him, seemingly waiting.

Sludge quickly pointed his gun, though to Matt it looked like he was pointing right at him. "Wow! Easy!" snapped Matt, taking aim. The Insecticon apparently realised what was happening and copying Matt's mech's gestures.

"Don't...move..." said Sludge.

"What...is there a bug on me or something?" said Matt.

"Not yet," said Sludge before firing.

Matt jumped to the side before seeing the Insecticon...before he started screaming at it. The Insecticon didn't have much time to scream back before another shot blew its head into green gooey bits.

"Uh, what's that noise?" asked Fluttershy. They soon heard a skittering, clicking sound that was growing louder.

Matt said, "I think we're reenacting Aliens...run?"

The Maximares and Dinobots were already in beast mode and running as fast as they could. Which was very wise as Insecticons started to swarm out from between cracks in the rocks.

"Oh come on! DANTE, MOVE IT!" yelled Matt, firing the last of his shoulder missiles at the roof between him and the Insecticons. "Enjoy your rubble!" he snapped, running for it.

The clicking and screeching didn't abate at all as he ran. It seemed Insecticons were not that easily deterred. "I hate these robots," muttered Matt, running for it.

"I can't believe we're running from giant robot bugs," snapped Dante

"Well, if you think you can take them all out with one shot, be my guest," snapped Matt.

"Just keep running. Please tell me there's a plan," yelled Dante, aiming the last one at the Dinobots.

"Find an open place, turn and fight," said Grimlock.

"Yup, we're dead." said Dante.

"There's a big space up ahead...and there's only two entrances..." said Matt, pointing ahead to where a sickly purple glow was.

But then, the ground in front of them cracked open and a large rhino beetle with a cannon-like horn crawled out. "The hell is THAT? WHAT IS WRONG WITH THIS PLANET?" yelled Matt, firing at it.

The beetle responded by firing a shell that knocked Matt onto his back. "Intruders, you dare breach our hive?" roared the Insecticon, firing another blast at the girls, but apparently unbothered when it bounced off Twilight's shield.

"Dinobots...bots...bots..." called a creepy-sounding voice that didn't sound like it was echoing from the tunnel walls. Pretty soon, a large grasshopper crawled out of a crack in the ceiling.

Dante stared at what the mech's viewer was showing him before he laughed hysterically. "Oh please. I step on bigger bugs in Central Station's park," he laughed, readying his blaster, "Yeah, fuck that thing."

However, the grasshopper wiggled its antennas at Dante before suddenly leaping down. Instead of simply trying to eat Date, it spun in midair so that would land feet first. But instead of just landing, the grasshopper kicked Dante's mech hard.

"Oh look he's a ninjam" said Matt casually.

The grasshopper sprung over to where the rhino beetle was before changing back to robot mode. The beetle did the same thing. "You will pay for what you did to Sharpshot...shot...shot!" snapped the grasshopper.

"And who's he? This is clearly between these guys and you. We're just...tourists here to pick up one of our friends. So we'll just be going...LET'S GO, GIRLS! HUP HUP HUP!" said Matt quickly.

"No one leaves," growled the rhino beetle.

Grimlock just laughed at that. "You really think you can handle me, Hardshell?" he asked, "You had to use a battle suit just to keep up with me." Then he turned to the grasshopper, "And you, Kickback, I didn't get a chance to squash you. Slug should have done more when he dropped the door on you."

"Oh great...now I know how the kids felt when Exo-Gene came after me," muttered Matt, checking his ammo before the scanner focussed on the room's pool, a dark purple liquid.

"Care for a drink...drink...drink?" asked Kickback mockingly, "It's quite refreshing. I'm sure you'll like the taste...taste...taste..." The creepy laughter did nothing to make his words trustworthy.

"No...no...no...I would love to shoot shoot shoot you though...ok?" snapped Matt.

"Talk too much," said Hardshell before firing at Matt again.

Matt dodged it before aiming at the energon, "And you need a drink. Let us go or I see how flammable this is"

Unnervingly, Kickback and Hardshell just laughed at that, though Kickback obviously had the creepier laugh.

"Ooookay...I'll do it," Matt said, charging the blaster at that, before adding, "This is where you say I'm bluffing."

"No, this is where we say you're swimming," said Kickback before leaping forward and kicking Matt hard enough to make him stagger back. "Have a nice dip, dip, dip!" cackled Kickback.

"MATT!" cried the girls before Matt fell into the pool.

Kickback said, "He musta not been out of protoform long to get that close to Dark Energon..." before a projectile shot out and bounced off his head before skidding to a stop at Twilight's hooves.

Matt, in an air mask, was visible inside and looking more than a little MURDEROUSLY ANGRY!

"Matt, are you alright?" asked Twilight, helping him up.

"I'll be fine...when I've pan-fried that overgrown locust!" snapped Matt.

"I think he's a bit too big for you now," said Rainbow, trying not to grin.

But then Kickback said, "Wait...that was just a construct?" before he looked with concern at the pool which began to bubble.

"Is energon supposed to do that?" asked Rarity.

"That's not energon," said Grimlock, "It's Dark Energon."

"What's the difference?" asked Pinkie before everyone jumped as the hand of Matt's mech, purple lines running along it, burst out the surface.

"Energon is the radiance of Primus," said Slug, "Dark Energon is the blood of Unicron."

The girls looked confused before Twilight said "Unicorn blood?"

The girls' expressions went horrified at that, causing Grimlock to snap "Unicron..." before the mech, pulling itself up, looked around, its single optic glowing purple.

"Uh, is my mech moving by itself?" asked Matt.

"Unicron's blood animates it," said Hardshell coldly, before the mech readied its blasters and aimed at the Insecticon leaders.

Hardshell and Kickback weren't planning on sticking around any longer. The two of them changed back to bug mode and quickly fled. The smartest of the Insecticons followed them. The dumber ones lunged at Matt's mech, forming the weaker half of a one-sided fight. "I think we should leave before my mech finishes with them," suggested Matt.

"But Matt, are you going to stay alive without it?" asked Twilight.

"I think it's better than that thing stepping on everyone. LEG IT!" snapped Matt, before everyone realised the shooting had stopped, before all turning to look at Matt's mech.

The mech was standing in the midst of several Insecticons carcasses, each butchered rather savagely. And by the fearsome violet glow in its optic, its bloodlust was not sated yet.

"Erm...bad mech...down boy..." called Matt a little desperately.

The mech let out a sound that could easily be interpreted as a growl before it started to stalk towards the group, blades unsheathing from its forearms.

"Okaaay...that's new...RUN FOR IT!" said Matt, screaming the last part.

"No running," growled Grimlock as he pulled out his sword and shield, "I'm not running from an empty suit of armor."

The mech turned to look at Grimlock before its missile mods opened and fired a stream of Dark Energon, narrowly missing.

"What was that?" asked Pinkie Pie.

"I kinda forgot to load up on missiles before we left," said Matt with a little embarrassment, "I think it's using its fuel supply to attack."

"That's it!" said Twilight, "Grimlock, keep making the suit fire at you."

Grimlock snapped, "What? It's firing pure poison at me."

"It's firing the Dark Energon that's keeping it running," said Twilight.

The mech paused at that, ceasing firing and turning towards Matt and Twilight. "Well done. You're officially a Nullspace hero. Fate is screwing with you," said Matt dully.

"I'm not finished yet," said Twilight before firing her proton wands at the mech.

"Great, now it's annoyed and homicidal. Two great tastes that go together," snapped Dante, firing a few shots at the mech as it roared and lunged at Twilight.

However, there was a flash of light and it was suddenly teleported to the other side of the cavern. It paused to see where it was before charging at them again. Another flash and it was back where it started. After another charge, the mech was teleported back again, but this time paused, glaring before letting out a rhythmic revving...it was laughing at them. "Erm...should we be worried?" Matt said.

"Depends on how much it picked up from you," said Dante.

The mech looked around before aiming at the energon pool. "Yup, that's my attitude. SEEK COVER!" yelled Matt before the mech began firing into the pool.

The surface started to boil before purple flames appeared. The group quickly ran down another tunnel before the Dark Energon went critical. Twilight barely raised a shield bubble around the group at the door when the fireball hit them, cracks appearing on the roof and walls. "More running please," said Matt desperately.

The group kept running with Slug at the front. His Triceratops form turned to be a very effective bulldozer/battering ram. The tunnel finally shot out into what looked like some sort of airbase, hangers spread around, the fireball billowing out behind them, before also exploding out of various grates around. "Hmm...we're back at base," said Grimlock thoughtfully.

"This is your base?" asked Rarity, looking around.

"It's not much, but it's a place to rest," said Snarl, "Perhaps we'll move to one of the old cities with the rest of the refugees eventually."

"There's still people here?" said Dante, wearing an airmask as he set up some sort of emitter with an O2 symbol on it.

"Not everyone was lucky enough to leave Cybertron before it went dark," said Grimlock, "Shockwave probably would have left too if Megatron hadn't told him to be in charge here while he's gone."

"The big guy?" said Dante, with interest before activating the emitter, a translucent forceshield appearing. "There...don't need to sleep in this now," he muttered, taking it off while inside it before noticing the hard drive. "What the hell's this?" he said, booting it up and activating a file...

"So, you mentioned friends after your first treatment. Tell me about these compatriots," said Shockwave, looking at the protoform strapped down, already hooked up to CNA infusions.

"Rarity...she's the prettiest..." started the protoform.

"So you've informed me," said Shockwave in a bored tone, "Anyone else?"

"Applejack...she's a hard worker..."

"Tell me about her. I assume it's nothing to do with that organic food some lifeforms like," said Shockwave, not looking up from the monitor.

"Of course it does...she grows the best apples...in Equestria..." said the protoform.

"And tell me about Equestria," said Shockwave, suddenly taking interest.

"So you can plunder it? Not a chance," said Spike.

"Such commendable spirit," said Shockwave before picking up a nasty-looking set of forceps, "Let's see how long it takes for it to break."

"They'll come for me...they're probably looking for me as I'm talking…" said Spike defiantly.

Shockwave sighed, "Of course. I assume their ship's invisible too."

"They could be," said Spike uncertainly.

"Then let's test the theory, shall we?" said Shockwave...

Dante jumped as Rainbow slammed the stop button on the hard drive, cutting the line off. "Too much? Hard to hear your fail proven?" he said smugly.

A low rumble of thunder was heard as Rainbow Dash glared at Dante. "You say one more word..." she said as lightning sparked around her mane.

"Rainbow, calm down," said Applejack, "Fryin' Dante ain't gonna help. Even if he is askin' for it."

"Truth hurts, doesn't it?" said Dante evilly.

Applejack glared before she just walked away from him. She was passing by Sludge when he said, "He's not wrong, you know."

Applejack turned, ready to reply before Sludge said calmly, "I mean, look at us. Sure, our leader's taken a severe IQ hit thanks to Shockwave. But we're a team, and before that we were friends. We watch each other's backs and most importantly, we have each other permanently saved to each other's memories. We'd never forget each other for any reason. And this Dante and Matt, yes, they're mercenaries, but they are also used to working closely with teammates and they'd never forget a compatriot. This Spike you know clearly isn't that high a priority. But what do I know? I'm just a special ops bot."

"And what would you know about being forgotten?" snapped Applejack.

Sludge's tone became more irritated at that. "When the Insecticons first attacked us, I got damaged the worst. Shockwave reconfigured me and then had me dumped back in the Sea of Rust. Everyone thought I had died, even after they found me. It took a cleanup crew to notice I was still online," he said, "Don't tell me what it's like to be abandoned."

He then gestured to his friends. "And look at the rest of us. You think we're deployed here by choice? It doesn't take a quantum processor to work out that command is unnerved by us and keeps us here to forget about us," he said.

Applejack frowned but she didn't snap back. Thinking back, Spike hadn't really been held with high importance. Sure, they liked him, but he wasn't always the most important thing on their mind. The ponies of the Crystal Empire had higher respect for Spike then her friends had. True, that respect was for a very good reason, but Spike was always the sidekick to their group.

"Hey...hey kid, Cybertron calling. You were away with the Allspark," said Sludge cheerfully.

"Wait, what?" asked Applejack.

"You were zoned out. What were you thinking of?" said Sludge.

"Just...the past," said Applejack.

"Best thing to do is not think too much on the past. We need to catch up on your friend," said Sludge kindly.

"Right, how far is it to the dragon's lair?" asked Applejack.

"Not far if we don't have to go straight up," said Sludge.

"What's straight up?" asked Applejack. "Space Ace."

"And who is Space Ace?" asked Matt icily.

"A really annoying guy," said Slug, "There's no need to bother with him."

"Fair enough. So how long has Spike been running around?" asked Matt.

"About a deca-cycle, maybe two," said Slug.

Matt looked confused. "Three weeks..." he said after a minute.

"That's not so bad," said Pinkie, "I was stuck on prehistoric Earth for way longer."

"You had friends...well, people who wanted to talk to you instead of shoot you," said Rainbow Dash.

Pinkie nodded, "They did seem grouchy."

Dante said, "Gee, I wonder why. This is a wasted trip."

"We're not leaving without Spike," said Twilight firmly.

"Like you remembered him?" said Dante evilly.

Grimlock let out a loud snarl and stabbed his sword not far from where Dante was. "Jerks like you is why I joined the Autobots," he growled.

Dante didn't even twitch. "Oh...I'm so scared," he said sarcastically.

"Dante, this guy turns into a fire-breathing T. Rex. I wouldn't push his anger levels," said Matt bluntly.

"And he can do it all he wants. But I doubt he's gonna take an extra fighter off the board this far into hostile territory," sneered Dante.

"Angry people don't always think logically," said Matt.

"Well...are you?" said Dante to Grimlock who glared.

"Don't push your luck," he warned, withdrawing the sword.

As Swoop was passing by, he muttered quietly to Matt, "You wouldn't have to worry about your missing suit if Dante didn't need his anymore."

"True...true..." said Matt to himself.

Rarity walked over to Matt and said, "My sensors are telling me there's a tunnel that might be where we want to go."

"And what gives you that...ooooh..." said Matt, turning to look at the tunnel and seeing that there was clear signs someone had made it larger.

"Also, shouldn't we contact the Junkions?" asked Rarity, "If they've gotten the ship repaired, we would have heard from them by now, right?"

"Unless they're trapped in there. That ship wasn't exactly in best shape," said Matt.

"Who cares? Those three were walking trash cans anyway," said Dante.

"They were not!" protested Rarity.

"My mistake. They couldn't really walk without feet," said Dante.

"Dante, last warning; stow it or I'll save Grimlock the trouble," snapped Matt.

"Oh, so now you're defending those slags?" asked Dante. Rarity and Matt's jaws dropped at that, along with the Maximares who were within hearing range.

However, Slug just turned and asked, "Somebody call me?"

Matt began grinning evilly. "Oh...nothing...Dante just told us how he has the most dreadful death wish," he said cheerfully.

"You wouldn't off your-" started Dante before Rarity slapped him hard in the face. And it probably would have hurt a lot when she was just a pony, let alone as a robot. Luckily Dante was in his mech, though it still shook him around. "You little..." he began, his mech readying weapons before he suddenly had every Dinobot aiming some form of bladed weapon, all of which were on fire, at him.

"Dante, what I believe our hosts are trying to say is that you've outstayed your welcome," said Rarity.

Dante glared. "No worries, no worries, we're all on the same side here. Even if some of us don't like one another," he said, powering down, the mech stopping them seeing his glare and furious expression.

"Now, then I think the... ladies back on the ship should be checked on," said Matt.

"No, you're on limited air. The ships at the spaceport are closer," said Grimlock.

"Well, we can't just leave them there," said Rarity.

"They're perhaps in the safest place on the planet," said Swoop.

The tunnel Rarity designated led them upwards. They soon noticed a few signs, namely claw marks in the floor and parts of the tunnel walls that looked melted.

Matt, to pass the time, was listening to another file.

Shockwave looked over at Spike, the small protoform having grown, signs of the CNA taking effect visible. "And how are we feeling this morning?" he asked, activating the next dosage.

"I ache..." groaned Spike.

"That's good...very good. It shows your internal systems are registering properly," Shockwave said approvingly.

"It hurts..." groaned Spike.

"It is supposed to. Pain makes one strong after all," said Shockwave calmly.

The computer said, "Sensor readings indicate a risk of pain receptor overload...recommend a EMP burst to knock out his sensors."

"No, I think not. It is a shame his companions are not yet here. A new team to replace those failures that became the Dinobots would be useful," said Shockwave calmly.

"Would you please turn that off?" asked Rarity, "I just can't stand it any longer."

Matt frowned, switching the file off. "We have to be prepared that Spike...might be a little pissed at you girls," he said grimly.

"If he even still remembers them," said Snarl, "Shockwave has a way of making his experiments forget themselves."

"And me without my mech," muttered Matt, checking his air supply.

"What exactly are Predacons here?" asked Twilight, "I'm getting the feeling they're not just a sub-faction of Decepticons."

"They're ancient Cybertronians. Nasty ones too. Luckily they all went extinct," said Snarl.

"Of course, Shockwave has been digging up their fossils," said Swoop, "He's been hybridizing Cons with that CNA."

"And...these Predacons...had a temper I assume," said Matt carefully.

"You know how Grimlock's like when he loses control?" asked Swoop.

"Yes..." said Matt nervously.

"Think that, only bigger and sometimes with wings," said Swoop.

"Oh arse...and I had to drop my mech in a pile of psycho juice," whimpered Matt

Back at the pool of Dark Energon, considerably emptier than it was before, the Horrorcons were looking at what was left. "Hey, boss, check this out," said Blight as he removed some rubble to reveal a mech suit.

Hun-Gurrr glared at it. "Get back from it. We're lucky it's not woken back up yet," he commanded, before the mech's optics lit up again and it swiped at Blight.

"Still running on Dark Energon," said Windrazor.

The mech looked between the Horrorcons before aiming its coilgun. Twinstrike aimed the dragon heads on his arms and shot two blasts at the mech.

The mech staggered back, though only one shot connected, before it tried to fire back, only for the arm holding the gun to fall off, the mech looking at it before at the Horrorcons

"You'd almost think it'd had a brain," said Blight.

"The same mistake could be made about you," said Rippersnapper.

The purple of the Dark Energon began to flicker at that, the mech picking its arm up and screwing it back on.

"Looks like it's running low on fuel," said Hun-Gurrr, "Wear it down, but don't damage it."

The Horrorcons smirked and advanced, Blight lunging and choking as the mech's free hand shot out and grabbed him by the neck, the purple color vanishing as it turned to mutely look at Blight, before throwing him back into Twinstrike, raising its coilgun and firing a burst of automatic fire.

"How long do we have to play with this thing?" asked Windrazor, "Not that I mind, but Shockwave doesn't like to be kept waiting."

The others looked at the holes the coilgun was punching in the scraps of armor littered around. "You first," said Blight sarcastically before they realised the shooting had stopped, the group peering out to see the mech was walking off

"Looks like the bot's on auto now," said Twinstrike before snickering, "Get it? Get it?"

"Don't pursue a comedy career," said Windrazor icily before he said, "It's like it doesn't even notice us." aiming only for the mech to aim its coilgun, a laser sight on Windrazor's spark chamber, till he slowly lowered his blaster. "I...think it wants to be left alone..." he said carefully.

"Interesting...I think it's heading back home," said Hun-Gurrr.

The others paused as they detected the homing signal. "Like the other mech we saw..." said Blight with a grin, the Horrorcons exchanging looks before setting off in careful and, by unspoken agreement, non-hostile pursuit.

As the group progressed, they found more signs that something big has been this way. There were claw marks on the floor and walls, scorched and half-melted spots, and pieces of Insecticons, more than a few looking gnawed on.

"I suddenly feel bite sized." said Matt weakly.

"If he's been preying on Insecticons, you're going to have more trouble talking to him," said Sludge.

Dante was checking his mech's sensors, saying, "There's something here. Got movement I think. Just brief spots on the scanner."

"Well, how stealthy could a giant metal lizard be?" asked Rainbow Dash.

"Predacons can be pretty sneaky," said Swoop, looking around with concern

"They're also faster than they look," said Slug.

There was a clink at that, Matt seeing a small piece of metal, even small for his current situation before he slowly lowered his IR goggles and looked up. "Oh...nuts," he muttered, seeing a shape on the roof with yellow eyes before it dropped down, landing on Grimlock.

Most Cybertronians would have buckled under such a huge, heavy thing dropping down on them. Grimlock just grunted before slamming it into the wall.

The shape was already on its feet as Grimlock opened fire, dodging the shots before slapping the weapon aside and slashing Grimlock, kicking him off his feet before lunging at Swoop and throwing him into Snarl.

Sludge charged into the shape, his bigger size giving almost enough weight. The shape however proved how sharp its claws were by plunging them into Sludge's chest, forcing him back before its hand glowed and a green blast knocked Sludge over.

"Sludge!" yelled Grimlock before his circuits started blazing.

The shape turned its head to show two glowing yellow optics as Grimlock charged again, blocking Dante who snapped "Clear the target, you damn toaster!"

"He hurt Sludge!" snarled Grimlock, his voice getting deeper as panels on his back started unfolding.

"Then get out the way so I can-" began Dante before the Predacon's claws came through Grimlock from behind, pushing him into Dante and causing him to fire several shots into the ceiling, the shape turning to focus on the girls at that, its optics narrowing.

"You sure this thing's Spike?" asked Matt. He was feeling very vulnerable now.

The thing walked slowly towards them, Twilight igniting her horn to light up the tunnel, the girls gasping at what they saw. Unsurprisingly, it was a giant robotic dragon. The dark purple armor plating and green spikes going down its back weren't that much of a surprise. The pale green underbelly stood out more though. But to the girls, this creature was very similar to the monster Spike had become when his dragon greed had gotten the better of him, except made of metal and having wings.

"You...all of you...I remember you..." the dragon snarled in a deeper, but familiar voice, Matt also getting the chilling thought it meant him too somehow.

"I don't think he's focusing on fond memories," said Twilight.

"You left us here...you forgot us," snarled the dragon, aiming its palm at them, the same green glow beginning.

Just then, there was a boom further down the tunnel. The dragon turned just in time for a blue slug to slam into its chest, the sheer speed lifting it off its feet and throwing it into the wall. A second and third slug slammed into it, though all it seemed to be doing was denting and dazing it. From the tunnel emerged Matt's dented and damaged mech, firing its coilgun over and over as it mechanically walked forward, apparently on autopilot.

"Oh, look Lynch, it's your Ford Angela," said Dante dryly.

"And I've never been happier. Serina, take its wheel please," said Matt.

Serina said, "Already ahead of you, never been gladder these things have a backup VI." The mech paused before, as Serina took control, kneeling down and putting Matt on its shoulder, letting him take control.

"Ok, Robo-Malefor, let's see how armed you really are," Matt snapped, stomping his mech over and pushing his mech's coilgun under the drake's chin.

"Wait, that is Spike!" yelled all the girls practically at once.

Matt paused, before looking at the dazed Predacon. "Are you sure? He seemed more intent on killing us all," he said.

"He's not in his right mind," said Fluttershy, "Shockwave must have used a shell program on him."

Matt looked at her before down at the dragon, which was stirring before he said, "You are one lucky dragon." switching his coilgun to EM rounds, the equivalent of stun and firing a trio into its chest, putting it into stasis lock.

Unseen, the Horrorcons had watched, as their guide had easily knocked a fully-grown Predacon soldier on its tailpipe. "Boss, we should call this in. Get some backup," hissed Blight, adding, "I do not want to see what that cannon that thing's holding does to us."

"Not to mention we are at a distinct numerical disadvantage," said Twinstrike, noticing the Dinobots and Maximares.

"Fine, we'll keep our distance. Call the boss and see if he can get some of his drones over here," hissed Hun-Gurrr, albeit reluctantly.

"Pity. I was looking forward to tearing into some Dinobots," said Rippersnapper.

"Ok, go ahead. It'll be a nice experiment to see what that coilgun does to your spark chamber," said Windrazor sarcastically. Rippersnapper frowned. He loved a good battle as much as the next Decepticon, but like other Decepticons, he preferred fights firmly in his favor.

"Ok, we fall back to where we can watch and call the boss for some cannon fodder," said Hun-Gurrr reluctantly.

It took the combined strength of the Dinobots to move the Predacon the Maximares was sure was Spike further along the tunnel. The girls were having a concerned discussion about him as they walked.

"What did Shockwave do to him?" said Dash in a small voice, looking at where the Predacon had been slumped.

Dante, it seemed, had 'borrowed' some of the restraint bolts from when they'd found Rarity and every single one was on the dragon, pulsing faintly. Him and Matt took turns to guard it, not only to protect them, but to protect it from Grimlock, who had already stated once that he thought they should just take him offline.

"Well, apparently Predacons can install shell programs that overrides a bot's natural personality," said Fluttershy, "I think Shockwave may have done something similar."

Dante said calmly, "So the 'Spike' you're after's history. Then we put this thing down and look for a ship off this rock. Preferably before more Decepticons arrive."

The girls stared in horror at how casually he suggested it. "Wow, that's pretty cold," said Swoop.

"He may have a point," said Grimlock, "This thing is a danger to everyone."

"Dante, shove it or I'll find something to duct tape you to," snapped Matt.

"Grimlock, I'm surprised at you," said Sludge, "We of all bots know what this guy's gone through."

Behind the arguments, the Predacon began to twitch, the optics lighting up with green light as the argument continued. Matt finally fired a shot into the ceiling...the moment spoiled slightly as a small shot Insecticon fell down and bounced off his head. "Everyone SHUT UP!" he yelled, snapping at Dante, "Last I checked the NSC frowns on summary executions."

"This ain't NSC," said Grimlock.

"I'll put it another way. I will blow the head off the first person to try and retire Spike till we're sure it's not Spike," he said, before seeing everyone's expressions. "What?" he said. He turned to see the Predacon had lifted its head, its optics glowing green instead of yellow. "Uh...green is good, right?" asked Matt.

"Twi...light...?" said the Predacon slowly. The voice sounded much too young to come from such a huge beast.

That seemed to at least silence Dante and Grimlock, Dante voicing his fellow merc's opinion when he said "He's a kid...who wants to eviscerate Shockwave? Show of hands."

"Get in line," grumbled Grimlock.

Twilight however was trotting carefully towards Spike, her voice indicating if she'd been organic, she'd have been in tears. "Oh...Spike...I'm so sorry," she said.

"Twilight...where..." said the Predacon before a flicker of yellow appeared in his eyes. "Where were you?" he asked, sounding harsher.

"We were scattered. Our memories had been altered..." began Twilight, before realising how that sounded, before she said again, "Oh, I'm so sorry..." Matt and Dante exchanged a look before calmly moving into positions that they could act if needed.

"What about...me?" asked the Predacon, who seemed to be struggling with something.

"That varmint Cryotek wiped our memories," began Applejack.

Fluttershy said, "Because he found it...funny, I think."

"Cryotek..." growled the Predacon, the optics turning more golden.

"Eaaasy, kid," warned Dante, his mech's hand going to its sidearm.

"Don't think about him," said Grimlock, "Focus on...what keeps you grounded."

"He...made you forget me...how long...did it take?" Spike managed, his voice sounding slightly older and deeper.

The Maximares exchanged glances before Pinkie Pie said, "Honestly, we don't know. Time's been running at different rates for us."

"I've been here...for...a yeaaaar..." snarled Spike, his eyes now more yellow then green.

"Spike, we can only move forward from the past," said Twilight, "What's important now is that we're together again."

"You FORGOT ME!" snarled Spike, readying his claws before pausing as a rail slug went past his ear.

"I told you, easy!" snapped Dante, blaster aimed. Spike glared at him before slowly lowering his hand.

"Ah don't suppose ya fancy talkin' it out in robot mode," said Applejack.

Spike glared before he began to transform. It wasn't quite as elaborate as most transformations. He stood up on his hind legs, his front legs became arms, the wings hung from his back much like a cape. His dragon head became part of his wider chest as a head shaped much like a knight's helmet with dragon ears came up. His tail ended up detaching to become a handheld lance.

The girls recognized it as similar to his form from when they'd been in the shared dream, before they transformed too. "He tortured me, Twilight. He turned me into this...and I was always hoping you'd be through the door any second...any second...for months..." he snarled.

"Spike, it took us a long time to find each other," said Applejack.

"Were any of you being tortured? Did any of you even remember me?" snarled Spike.

"It's not been that easy for us," said Rarity, a little hotly, "We all thought we would never be able to find our friends again."

Spike glared before he said, "Were you on a dead world? Where everything's trying to kill you? This place made the Everfree look like Ponyville on Hearth's Warming." in a cold tone, aiming a glare at Matt too who said "What did I do?"

"And have you been helping them at all?" snapped Spike.

"Erm...yeah...me and my angry partner here were part of a boarding party. Cryotek's ship tried to run a blockade into Cybertronian space," said Matt in confusion.

Spike paused as he seemed to realise something, saying in a less angry voice, "You saved them?"

"Yeah, despite someone saying we're better off without them," said Matt, throwing a dirty look at Dante.

"Hey, we've been AWOL for at least a week..." began Dante.

Matt and Spike shouted "Shut it." in unison.

Dante muttered, "Oh God, there's two of them now."

Spike put a hand to his head and muttered, "My head's starting to hurt."

"Welcome to Nullspace...and boy is it annoying," said Matt.

Spike decided to drop the subject for now, "So...I assume you brought a ship. Where is it?"

Matt said "Well...some of it's over there..." pointing in a random direction, pointing in another and saying "Some more's over there...it's...all over the place really."

Dante snapped "We got shot down by a floating minefield coming to look for you."

"So we're not getting off this planet?" asked Spike, his shoulders sagging.

"If we can find another ship. Hopefully before me and Dante run out of air..." said Matt in a mock-cheerful voice.

Dante added "Or before more Decepticons show up."

Spike sighed and asked, "Anything else?"

"Well, we have some new friends who are trying to salvage the ship," said Pinkie.

"And hopefully they got eaten," muttered Dante.

Matt said, "Anyways, we ought to be finding a new ship or more oxygen supplies. Whichever comes first."

"Shockwave's the only one who might have a ship. His Vehicons stripped most of the starports and shipyards for spares," said Snarl.

"Vehicons?" asked Fluttershy nervously.

"His mass-cloned troopers. Pretty easy to pick off," said Snarl.

"Oh, clones," said Fluttershy, "So they'd have sparks?"

"Uh, yeah. There's a difference between being a trooper and being a drone," said Slug.

"And I assume that means they have brains," said Matt.

"Just barely enough," joked Slug.

Spike glared. "He doesn't have a ship, just a Space Bridge...and he's making more of me. I saw a big one," he growled.

"Bad enough he's creating more of his Forged," grumbled Grimlock, "Now's he cloning true Predacons."

"The difference being?" asked Rarity.

"True Predacons were just primordial beasts," said Sludge, "Thankfully without big processors or T-cogs."

"He's trying to fix that. Apparently some...big wig on some planet called Earth wants it," said Spike.

"Why do the marauding aliens always go to Earth?" muttered Matt.

"Doesn't matter. If they're anything like Twilight's pet, it'll be chaos. We need to cripple his lab," said Dante sternly.

Spike growled at that. "Dante, I never considered Spike a pet," said Twilight, "He's practically a brother to me."

"Whatever floats your boat, lady. Doesn't change the fact that a bunch of him could slaughter thousands," said Dante, before repeating, "So where the hell's that lab?"

"I am not going back there," growled Spike.

Grimlock snapped, "We've been looking for his lab for years and you know where it is."

"And there's a good reason why I don't want to return!" snapped Spike.

"Other than cowardice?" retorted Grimlock.

"Would you want to go back to the lab where you were experimented on?" snapped Spike.

"If it meant stopping it happening to anyone else," yelled Grimlock.

Rarity suddenly tilted her head and called, "Er, gents, I think we have another issue."

"Like what?" snapped Dante, before his screen lit up. "Aw crap...GET DOWN!" he yelled before a hail of laser bolts shot into the tunnel. Of course, the larger bots had trouble ducking, but at least they had thick enough armor.

The Maximares could see a squad of Vehicons firing into the tunnel. "It's Shockwave. How the scrap did he find us?" yelled Grimlock.

"He sent his best trackers!" called a voice behind the vehicons.

"Horrorcons...great," snarled Swoop, shooting down a Vehicon.

"Who?" asked Rainbow Dash.

"Shockwave's hunting team," said Swoop.

"You led them here!" roared Spike, his eyes going fully yellow.

"Oh this is the last thing we need," groaned Dante.

Spike roared at that, transforming back to his beast mode and charging the Vehicons, the shots bouncing harmlessly off him as he went to town, sadly not noticing as the Horrorcons walked past them. "Grimlock, our boss missed you," sneered Hun-Gurrr.

"I missed him too, but my aim's improving," said Grimlock.

"Really?" snapped Matt.

Hun-Gurrr sneered, "For once we don't want you. But thanks for leading us to his property." aiming a thumb at Spike.

"You are not taking him!" snapped Twilight.

"Oh yeah? How are you gonna stop us? Poke me with that horn?" sneered Blight. The horn split open slightly at the tip, revealing a small cannon. Blight laughed at that until it fired a shot that sent him flying back down the tunnel.

The Horrorcons looked at one another before laughing, Twinstrike saying "He did ask for it...ah, I'm gonna miss this when they're gone." aiming his blaster at the group.

"I have a better idea," said Hun-Gurrr, "Twinstrike, Rippersnapper, show them your upgrades."

Twinstrike and Rippersnapper grinned before transforming. Twinstrike's feet shifted as a pair of legs extended from his sides, two tails emerging from his back while his arms became the two heads of his dragon mode. Rippersnapper's arms became legs, his legs linked together to form the upper body as the tail extended back to form a bipedal shark monster.

"Yeah...let's not watch this," said Matt, opening fire.

The two Horrorcons roared before charging at the group. Twinstrike went for the girls with a hungry roar, while Rippersnapper charged the two mercs, Hun-Gurrr walking confidently towards the Dinobots.

"So, you've been reforged," said Grimlock.

"Why shouldn't we?" asked Hun-Gurrr, "With our tracking skills combined Predacon abilities, we're the ultimate beast hunters."

"And yet you needed backup," taunted Snarl.

"There were just too many of you, but not for long," said Hun-Gurrr.

Blight and Windrazor transformed next. Blight flipped upside down as arms became legs and legs became arms. Despite the draconic head that appeared on his new shoulders, Matt thought he looked more like a troll. Windrazor was more simplistic, arms becoming wings, feet extending into talons, and a beaked head emerging from the chest to create something that looked like a cross between a hawk, a pterosaur, and a dragon.

Windrazor screeched before charging Matt, who backed up, taking aim and firing just as Windrazor took off...at where he was a second later. Sadly, his victory ended as Rippersnapper tackled him from the side.

Blight, however, tossed Dante aside to join Twinstrike in his pursuit of the girls, ignoring the shots. He was particularly focussed on Twilight, snapping "Just wait till I grab you. You messed up my spleech slenters...speech centers!" he snapped.

"Don't blame her," said one of Twinstrike's head.

"For your quirks," said the other head.

"You keep out of this," snapped Blight, adding, "You didn't get blot down the funnel...shot down the tunnel, spark dammit!"

Meanwhile, Shockwave's drones were trying to advance further. "They're like cockroaches!" snapped Matt, gunning down two more.

"Quiet! You'll draw in more Insecticons!" snapped Dante.

It's a bit late!" snapped Matt, turning and aiming apparently at Dante before both were pushed down by a snarling Horrorcon. Twinstrike snarled down at both of them with both of his heads. As such, the two of them could see the insides of the Horrocon's throats start to light up.

"Oh no, Karnak, power to shields, NOW!" snapped Dante, Matt just screaming "SERINAAAAAA!"

Thankfully, Slug had changed to triceratops mode and plowed into Twinstrike. The dragon's fire blasts shot over head, narrowly missing Swoop and Windrazor. Matt and Dante exchanged looks before both aiming at twinstrike and firing.

While Blight and Rippersnapper were engaged with Snarl and Sludge, Hun-Gurrr and Grimlock were duking it out. "You have the potential to be the strongest of all," said Hun-Gurrr, "Why waste your effort with holding back?"

"Because I'm not you," snarled Grimlock, slugging Hun-Gurrr across the face.

"Of course you're not," said Hun-Gurrr, "Because I'm not a disappointment."

Grimlock growled at that, Hun-Gurrr smirking as he dodged a blow. "All that tactical genius, gone so Shockwave could reroute more power to your muscles," said Hun-Gurrr, "But then, you didn't have much brainpower to begin with."

Grimlock growled louder, swiping. "He should have left enough brainpower so you could aim," sneered Hun-Gurrr.

Grimlock roared at that, lunging at Hun-Gurrr who blasted him in the chest. The shot barely phased Grimlock. But it did give him the push to transform to dino mode and roar.

"So there's the big beast," said Hun-Gurrr, "Rather impressive...for an earlier model." The Horrorcon began transforming, his arms turning into legs like Grimlock's. But the big difference is that Hun-Gurrr's legs became long necks for the two dragon heads that were his feet. The two heads laughed in unison before shooting out, each one biting down on a shoulder before throwing Grimlock aside, barrelling into Spike.

Spike roared in anger before shooting out a huge blast of fire down the tunnel. The Vehicons caught in the blast barely had time to scream before they were melted, the Horrorcons staring as Spike turned to glare at them.

"Looks like Gonder's gone feral again," said Windrazor.

"Who shot me?" snarled 'Spike', eyes glowing bright yellow, the Horrorcons pausing. Evil and fearless they were, stupid they weren't and knew that the wrong answer would go really wrong for them before Twinstrike's left head said childishly, "He did." pointing at Matt's mech.

"DID NOT!" yelled Matt

Gonder didn't wait, charging Matt, the Horrorcons grinning before looking at the girls, the Dinobots mostly out for the count now. "Shockwave, Hun-Gurrr here. Gonder's a little trouble, but we found the bots that Cryotek wanted..." he sneered.

"While I am pleased with your results so far, my analysis of the situation indicates you have overextended your scope of your goals," said Shockwave's voice.

"You won't find us as easy," snapped Rainbow Dash, Shockwave apparently overhearing.

"I am reaching the logical conclusion that you have, as some would say, bit off more than you can chew," said Shockwave.

"Urgh...you want us to run?" snarled Hun-Gurrr angrily before an angry roar got their attention in time for Dante's mech to sail over their heads.

"The probability of your complete victory is dropping dramatically. You will have to settle for a partial victory. Capture at least one of the fugitives. The rest will follow you later. Shockwave out."

Blight grinned sadistically, "I got just the one." before lunging.

Twilight was busy with one of Shockwave's drones, so she didn't see Blight until he landed on her. "Twi!" yelled Applejack, charging only to be blasted by windrazor.

"Keep the others occupied," said Hun-Gurrr's heads at the same time, "We're bringing this one back."

"Fine.," snapped Twinstrike's left head.

The other said, "I wanted the orange one."

"With luck, she'll slow the others down," said Hun-Gurrr before blasting more in Applejack's direction, bringing part of the wall down on her. Twilight struggled in Blight's grip before he shocked her into stasis lock. Hun-Gurr glared at Gonder before he called "Horrorcons, fall back."

The Horrorcons may have disobeyed if they were just a little more bloodthirsty. But by this point, the odds were slipping too far and the remaining troops were retreating. That and they watched as Gonder tore a tank Vehicon in half, before they ran for it.

Gonder himself glared, looking around before snorting and turning to leave, only to hear a click and a whine. "And where are you going?" said Matt darkly, the girls seen behind him digging Applejack out, who luckily none the worse for wear.

"They're getting away," growled Spike.

"Is that the kid speaking or the angry robot?" said Swoop carefully.

"The eyes say angry Predacon," said Slug.

Fluttershy walked past Matt at that towards Gonder/Spike. "Spike? We really are sorry. We'd have come for you if we could. I can't imagine what happened to you..." she said, sounding ready to cry.

Gonder snarled, but an emerald flicker could be seen in his optics.

"We want to help...please," said Fluttershy in a pleading voice.

"Spike, you know you can trust us, right?" asked Rainbow Dash.

Gonder glared before he finally said "Once more..." in a cold tone..

"We need to find Twilight," said Rarity.

"I know where they took her," said Gonder coldly

"To Shockwave, obviously," said Grimlock, "Problem is that Shockwave's got so many labs across Cybertron, how will we ever find the right one?"

Gonder turned to glare before he said coldly "I know where Twilight is."

"Really? How?" asked Pinkie

"I'm a Predacon, aren't I?" said Gonder coldly, heading out without waiting.

"Won't those guys think to cover their trail?" asked Matt.

"Not at all," said Grimlock, "They're expecting us to follow."

Twilight yelped as she was thrown to the floor in a sterile lab, dozens of varying devices around. She turned in time to see Hun-Gurrr, smirking, seal the door on her.

The lab table gave Twilight a pretty good idea of where she was. And she didn't like the look of those instruments on a separate table. She trotted over to a large tube in the wall, a half-formed robotic form barely visible inside before a mechanical voice said "One of my works in progress."

Twilight turned to see Shockwave. He was considerably bulkier than the one she met in Axiom Nexus, but his one-eyed head made it obvious who he was. Twilight noticed he only had one hand, his left arm being mostly a large cannon with a segmented hose connected it to his back.

"You are the one my supplier was looking for. He called me not long after supplying a protoform asking me to inform him if I found one of you. I am curious as to why," said Shockwave.

"Well...it's a very complicated matter," said Twilight, "It might be beyond your ability to grasp." "Nothing is beyond my grasp," said Shockwave.

Twilight smirked and said "Well...me and my friends used to be organic lifeforms till your friend turned us into sparks."

"Fascinating. And I suppose you know how the process was done," said Shockwave.

"I only got a brief look at the machine..." began Twilight

Shockwave's optic narrowing before he said, "That is not a problem." Shockwave picked up Twilight and slammed her onto the lab table, energy restraints binding her wrists and ankles.

"Hey...what are you doing?" yelped Twilight.

"As an organic, you lack the proper vocabulary to fully describe the process," said Shockwave. He picked up a long cable and plugged one end of it into the back of his head. "Therefore, I need to examine your memory directly."

Twilight yelped and tried to pull herself free as Shockwave walked closer, the other end of the cable in his hand...

"That's the lab?" hissed Matt, the group peering out. The lab was a fortified bunker, probably one of thousands across the planet. Matt could see why it would be almost impossible for the Dinobots to pinpoint Shockwave's location.

"No wonder we didn't find it. It must still have its sensor scramblers active," growled Grimlock.

Swoop landed from recon, "Thing's a fortress. One of the Mk 3's. Probably why it's still standing. We'd need a battle cannon to breach the doors."

"Or a bunker buster," said Dante, "Pity we left them back on the ship."

Matt paused before he flicked on his comm.

Back at the crash site...

The Junkions, to their credit, hadn't given up trying to repair the crashed ship, despite it being a futile effort. However, there was only so long one could fight the inevitable and the trio were looking with gloom at the wreck. Yes, it could technically fly, but the humans on board would have to learn how to not breathe.

"Too bad. There's plenty of good scrap left," said Koff.

"Could almost make a new ship with it," said Trub.

A voice in their head said at that, "Hello? Testing, one, two, three."

"'Ello guv'nor," chimed Trub.

"I'm not in the mood. I need you three to get something and I need you to listen...cause if you mess this up, you could potentially blow a significant chunk out of the planet," snapped Matt.

Gryme beeped something at that. "Gryme says ya better be pretty descriptive-like," said Trub.

"I need a warhead...ZR-35 yield," said Matt.

"Bound to be a roight many war-'eads to choose from," said Koff.

"It's written on the side. It has blue and yellow stripes on the warhead," said Matt.

"How'd you know the weapons are still there, guv?" asked Trub, before all three Junkions tensed up as Matt said chillingly "Well, the planet's still here, isn;t it?"

"Ye sure ye want us brinin' this beastie?" asked Koff.

"The ZR-35's all I need..." said Matt.

"Alrighty then, one ZR-35, 'old the onions," said Trub, "We'll 'ave it delivered within 20 minutes or it's free."

"And just to focus your mind, it has a hair trigger," said Matt.

It actually took only 10 minutes, probably cause the Junkions didn't wanna be near said warhead too long, only to stare in horror as Matt simply removed a few small pieces from the warhead. "Detonator core...perfect," he said.

Gryme let out a series of furious-sounding bleeps. "Wow, and bots say I talk trash," said Slug.

"Yes, I could have told you to just take that but there's two reasons. One: I hate you little freeloaders with the force of a thousand supernovas. Secondly, it has anti-tamper devices and you woulda just blown yourself up," said Matt calmly.

Gryme beeped even more furiously at that. "You do know that we can't speak bleep," said Dante.

Gryme proceeded to make some particular hand gestures. "I'm not sure what that means, but I have a feeling it tilts towards the obscene," said Dante.

"Well, it could just be a form of Junkion Sign Language," said Grimlock, "Wait, I think that's an extension... Oh, wow, now that really leaves no room for doubt."

The group watched as Matt took a small missile out of his mech's missile pod and began messing with that too. "He knows what he's doing, right?" said Rarity carefully.

Dante said, "Trust me, when it comes to demolition, Matts a natural."

Matt held up what looked like the detonator core covered in wiring. "Behold...my skeleton key," he said, the voice indicating he was probably grinning insanely in the mech.

"Ya remember we're tryin' ta not blow up Twilight, right?" asked Applejack.

"I'm a professional," said Matt, throwing it.

The core sailed through the sky, a Vehicon spotting it and yelling "DOWN!" The guards dived for cover as it hit the door and fell in front of it...and nothing happened.

"It's a dud," snarled Grimlock, only to see that Spike and Dante were heading for a trench further back.

"Was that it?" asked Swoop before there was a flash that threw everyone except Matt down, a growing blue dome growing around the door, sucking in rubble and the Vehicons that were too close with a roaring noise before it collapsed in on itself, revealing that it hadn't been a dome, it had been a globe, a perfect sphere of ground missing, the edges glowing and some shocked Vehicons on the other side.

"Knock, knock," said Matt.

Dante counted "3...2...1..." reaching zero as Matt activated his mech's melee weapon and charged the suddenly-terrified Vehicons, laughing insanely, the squad leader managing a "What the he-?" before Matt made impact.

"He has...issues," said Dante calmly, adding "But he does make a great distraction."

"That was just the opening act," said Grimlock, "Dinobots, let's get in there!"

"Oh God, there's an army of him," muttered Dante, his mech facepalming.

Gonder asked, "Are you sure he's not rabid?" blinking as a Vehicon hand bounced off his head.

"Jury's still out," said Rainbow Dash weakly.

Twilight was shaking as Shockwave disconnected the cortical psychic patch. The way he rooted through her processor... She had never felt so violated.

"Hmm...interesting technology, not all of it Cybertronian, sealed memory blocks. Now why would Cryotek have done that?" muttered Shockwave, not bothered by her discomfort.

"How...Cryotek..." said Twilight weakly.

"How do I know him?" asked Shockwave, "In my experimenting with space bridge technology, I have found that certain wavelengths can result in portals to other dimensions. Unlike Cryotek, I learnt to keep my head down. Now, let's see what he wanted to hide..."

But then the room shook and an alarm began to sound. "Commander Shockwave, someone just set off an implosion charge on the main doors," said a voice in a panic.

"Can't I be left alone to work?" asked Shockwave, sounding annoyed.

"There's too many. It's Grimlock and his te-aaaargh." said the desperate voice before the line went dead.

"Grimlock..." muttered Shockwave, unconsciously clutching at his left elbow. He pulled the cable out, before looking at Twilight. "We'll resume once I see to some unexpected guests," he said.

The Vehicon troopers were not expecting the Dinobots to find this lab. And they've never fought the Maximares and Spike before. Simply put, they didn't last very long.

Spike led the way deeper, the girls close behind before suddenly coming to a halt, transforming to robot form and readying his lance.

"What's up?" asked Applejack.

A blast shot out at that, narrowly missing them. "Subject 23, you came home," said Shockwave, walking out the shadows.

"This Shockwave's bigger than the one in Axiom Nexus," said Rarity a little nervously.

"I've not heard of that world. I'm sure you'll give me the information you know though," said Shockwave coldly, readying his blaster cannon.

"Hey, one-eye. You can count, right? It's six of us and one of you. You're pretty badly outnumbered," said Rainbow Dash.

"A logical, if poorly-stated, assumption," said Shockwave, "But you have failed to account for all the variables."

The Horrorcons, in their robot forms, dropped down from hiding places, Spike growling at Dash, "You had to say something."

"Hey, it's still six-to-six," said Pinkie, "We have even odds."

"Horrorcons, crush them under your foot." said Shockwave coldly.

"Don't you mean feet?" asked Fluttershy.

"It doesn't matter," said Spike, "I'm still bigger than them."

"Not for long," said Hun-Gurrr.

There was much energy released as the Horrorcons linked up to each other. Blight and Rippersnapper reconfigured into sturdier forms as Hun-Gurrr's left and right feet plugged into them respectively. Windrazor and Twinstrike transformed into their beast modes before their legs linked to Hun-Gurr's shoulders, with Windrazor's head becoming the right hand while Twinstrike's front legs and heads forming the end of the left arm. Hun-Gurrr's back was now the chest and a different head was placed on top of the combiner's body.

"That's new," said Rarity with a gulp.

"My latest combiner experiment," said Shockwave, "Not as sophisticated as Bruticus, but I am curious to see how it will function."

The combined Cybertronian roared before charging the girls, only to be tackled by Spike. "Get Twilight!" he yelled.

"But we can't leave you to deal with this abomination," said Rarity.

The combiner glared at Rarity and said, "Me show you abominato...abomnila...ABOMINUS SHOW YOU!"

"I said go," yelled Spike, one of his optics emerald green before he punched Abominus.

Shockwave paused before heading into a side room, but not before pressing a command. The bunker's automated systems would transfer his project to his backup site, just in case that his pet failed.

"Beginning Lab Report #100413. The Horrorcon combiner has named itself Abominus. A rather apt title. It is currently engaged with Subject 23 and five Equinicons."

Shockwave paused as he watched the Equinicons slip past at Subject 23's advise, heading for the lab. "Hmm...it seems Abominus needs to focus on his surroundings more. I should make sure the project has sufficient higher thought functions so that he cannot be flanked."

The automatic defenses were opening fire on the Maximares, keeping them from the door. The turrets continued to fire till Fluttershy demonstrated her 'party trick' to disable them.

"Hmm, that door looks pretty sturdy," said Applejack as she extended her piledrivers, "May take a while to bust through them."

"Not if I give you a chink to start with," said Rarity before activating her drill.

Between the two, the door quickly gave up, falling into the room beyond, in time for a container to retreat into a sealing hatch, and they found Twilight semi-conscious in robot form on a table.

"Twilight!" cried Applejack and Rarity, hurrying over to her.

Twilights eyes shot open at that, like she'd been shocked out of a nap. "Girls," she said in a panic, trying to get free.

"Hang on, Twi. We'll get you out," said Applejack. Rarity's drill made quick work of her restraints.

The girls grabbed Twilight as she slumped down. "We need to destroy this place. He was looking for home," she said manically.

"What does Shockwave want with Equestria?" asked Rarity.

"Our natural resources...burn our world for fuel..." said Twilight.

The girls looked around at the various computer banks, humming away decoding the extracted information before they all took aim.

"Data decryption interrupted...servers 1 - 6 offline," said a calm voice in Shockwave's head, to his annoyance.

"That world would have provided plenty of energy resources," said Shockwave, "But it is not the only one of its kind."

"Confirmed...shall I retask troops to detain and eliminate intruders?" asked the computer.

Another crash brought Shockwave back to the Predacon battle going on. "Much like Bruticus, Abominus appears to be less than the mental sum of his parts. Records seem to indicate that combiners' intellect are limited based on how well the components can agree with each other. Furthermore, the Predacon CNA spliced into the Horrorcons seems to have a greater mental effect on Abominus."

"Is a recall required? Shut down protocols are prepared," said the computer calmly.

"Negative. Abominus may be brutal and simplistic, but those qualities make the best attack dogs," said Shockwave.

"Confirmed. Shall I retask troops to capture and eliminate intruders?" asked the computer again, its primitive programming preventing it from thinking too far. All it knew was it hadn't received a reply to that question.

"Proceed," said Shockwave.

"Retasking troops," said the computer.

The girls ran out in time for Spike to be thrown into the wall next to them, Abominus roared. "Spike!" called Twilight, though she still sounded weak.

Abominus turned to glare, its optics narrowing as some small part recognized her. "Pointy heaaad..." he snarled.

"Wow, he's even stupider than I thought," said Pinkie.

Abominus glared at that, stomping forward as flames licked round his mouth. "Abominus roast you alllll..." he snarled.

Cydrael03/16/2020

Rainbow Dash quickly started charging up the air. A few seconds later, a raincloud appeared over Abominus's head and started pouring down on him. "That should slow down his fire-breathing," said Dash. Abominus just pointed his arms, Windrazor and Twinstrike's mouths lighting up at the ends.

Spike stirred as the combiner took aim, and for the part of him that was still that small dragon, it was like a slow-motion horror film. He ran forward, each step feeling like it was through treacle, throwing himself in the way.

In Spike's head, Gonder sneered at Spike, "You fool. Why bother protecting these puny ponies. They left you behind while they were out having adventures, like they always have."

"They're my friends," snapped Spike, looking up at Gonder, the Predacon's mental form taking the form of his greed growth look.

"Seems they forgot you pretty easily," said Gonder.

"That wasn't their fault," snapped Spike.

"We only have their word for that," sneered Gonder with an evil grin.

"And I trust them more than you any day," said Spike.

"Fool, they'll forget you again. Treat you like some hatchling again," sneered Gonder.

"After all we've been through? I don't think so," said Spike.

Gonder just laughed, shortly before the real world came back and Abominus's flames hit his back.

Spike braced himself for the searing pain as his hide melted...only to feel only slightly warm. Abominus paused in confusion, looking at his weapons as Spike got up, blocking the girls from him.

"Guess what? I'm totally fireproof," said Spike, "How about you?"

Abominus roared, and so Spike did too, a column of green fire engulfing the combiner.

Abominus roared as he staggered back. Then he grabbed Spike by the neck, using Twinstrike's mouths and claws to tear at his armor.

"You weak...Abominus stroooong!" roared Abominus, Spike roaring as the combiner ripped some armor off and dug into the circuitry underneath.

That's when the Maximares started opening fire on Abominus. "Aim for his joints!" called Twilight, "That's where he's most vulnerable!"

Abominus shielded his face from the shots before firing a explosive fireball at their feet.

"Not just the joints, aim for their connection points!" called Fluttershy, shooting eye beams at Abominus's shoulder.

Abominus staggered back from the shots, shielding his face, the girls starting to glow.

"Uh, what are you doing?" asked Spike, stepping back. The girls didn't appear to hear Spike as each of them shot a bright beam of light out of their chests, each one matching their primary color.

Abominus snarled before a rainbow beam shot out, hitting him. His feet slid back before he was lifted off his feet and through the far wall.

Meanwhile, the Dinobots were just finishing up. "How many Vehicons does Shockwave need anyways?" asked Sludge reaching behind and pulling a piece of Vehicon out of his back.

"Too many. I got a huge swarm on the outer range of my sensors." snapped Matt, firing a hail of missiles into another swarm.

"Where does Shockwave get all these guys anyways?" asked Dante.

"Oh, they're mass-cloned," said Grimlock, "They needed some easily-replaceable bots to fill out the ranks."

There was a crash at that, the group turning to see a rainbow blast shoot out of the bunker, something sailing into the sky with an angry roar

"The heck was that?" asked Dante.

"Dunno, but it's pretty," said Koff.

"Fall back to the bunker, we're sitting ducks!" yelled Matt, several tank drones rolling into view and shelling safely from range.

The group hurried into the bunker, though the bigger Dinobots had to duck more.

"Ammo count!" yelled Dante, the last in.

"Oh, I'd say about 630 rounds," said Trub.

"About 3 minutes then." said Matt gloomily, looking over as the girls and Spike came into view.

"Hey guys," said Pinkie, "You missed a pretty cool battle."

There was a rolling silence as the others looked at the battleground outside. "Well, good news...you're gonna be in time for our last one," said Dante sarcastically.

"Couldn't be harder than the Horrorcon combiner we just fought," said Rarity.

"Horrorcon combiner?" asked Slug.

"Yeah, they all combined into one big robot," said Dash.

Slug sighed, "Aw man...sorry I missed it."

Matt said "Well...least you found each other." to the girls with a small hint of sarcasm.

"Yes, we have found each other," said Twilight, apparently ignoring the sarcasm.

"Nice to have things before we all die," muttered Dante sarcastically.

A hail of blaster fire made the group duck, before everyone realised no shots were heading their way, seeing the Vehicons shooting skywards, before a yellow beam, thick as a tree lanced down with a screeching noise and lanced through their ranks, a second one slamming down behind a row of tank Vehicons, flinging them forward with screams.

"Uh...friends have arrived?" asked Fluttershy.

"Unless Metroplex came back to life, I don't see how this is from our side," said Grimlock.

Matt said grimly, "They're not here for you." Three fighter ships came shooting overhead, strafing the Vehicons with thinner but no less powerful versions of the larger beam, which lanced down again to vaporise another rank of the now-scattering Vehicons.

"Where did they come from?" asked Swoop.

"Our neck of the woods," said Dante, glaring at the girls.

"Isn't that a good thing?" asked Twilight.

"No, it truly isn't. Grimlock, you get your team out of here. What's coming is way outside your weight class," said Dante darkly.

The Dinobots exchanged glances before Grimlock said, "If it ain't Trypticon, I don't see how it can be out of our weight class."

Matt turned to look, opening his hatch so Grimlock could see his face, even under the oxygen mask. It was the expression of someone who was well and truly scared. "Trust me, you can't fight these people. You fight them and they'll just turn this planet and everyone on it into glass for the hell of it and think nothing of it," he said in a small voice.

Grimlock was extremely doubtful that whoever these people were could be capable of that. But he could see that Matt believed it. And ultimately, his team goes before anyone else. "Dinobots, we're done here," said Grimlock. He paused, looking at Spike, before he said "Don't let it control you." before he left with his team.

A second later, an angry voice sounded from both Matt's and Dante's comms. Matt translated in a grim voice, "We have your location. You and your crew have 1 minute to come out with your hands in the air or we glass the sector."

"Wait, you're givin' up just like that?" asked Applejack, "After facin' down Sharkticons, mutants, and demons, yer throwin' in the towel?"

The two mechs walked out slowly, the girls and Spike following and pausing, spotlights on the ruined door.

Gunships of some sort, bristling with weapon points, hovered in place, a dozen humanoid mechs standing in the distance and a lot of troops, gasmasked individuals aiming shoulder-mounted launchers.

"Wow, overkill much?" muttered Rainbow Dash.

"Power down and exit your mechs. Failure to comply will result in lethal force," called a voice from the line.

"But we aren't wearing mechs," said Pinkie.

"Just shrink down," hissed Matt, powering down his mech.

The Maximares shrugged before changing to pony mode. "What about us?" asked Koff.

"Pretend you're junk," said Dante.

The Junkions exchanged looks before collapsing as the troopers headed forward, one pulling Matt off his ladder and another putting cuffs on Dante as he got down.

"What is this about?" asked Applejack.

One of the troopers, wearing a white uniform, turned to look at that, walking up and snapping, "Did I say you could talk, Bot?"

"We're not from-" started Twilight.

The response was a stun shot to her face, the others being tagged as well. The leader seemed to think ahead, aiming a blaster at Twilight's head and saying to Spike, "Play nice..."

Spike gave a small growl, but he didn't try to attack.

"Knock it out," said the trooper, Spike looking up to see one of the mechs aiming at him before everything went white.

The Dinobots had gotten far away enough for the troopers to not go after them. But they were still close enough to see the gunships take off, leaving Cybertron's atmosphere.

"Think they'll be alright?" asked Sludge.

"They're a tough crew," said Grimlock, "If there's a way out, they'll find it."

"So what's our next move?" asked Snarl.

"Same as it's always been," said Grimlock, "We keep after Shockwave until we stop his experiments for good."

"Not gonna be easy," said Snarl, "Especially since he has a combiner on his side now."

"Hey, you guys ever wondered what we would be like as a combiner?" asked Swoop.

Slug laughed and, "That would be way too horrible...for the Decepticons."

"Yeah, the poor guys wouldn't stand a chance," said Snarl.

"It would be way too unfair," said Sludge.

There was a long pause before Swoop said, "You think we could-"

"No, no combining," said Grimlock flatly, "We can take down Shockwave ourselves."

With that, the five Dinobots headed out again. Who knows when Shockwave will pop up again, but eventually the Dinobots will put a stop to his mad science.

Shockwave was rolling across the ruined surface of Cybertron as fast as his tank mode could go, which was pretty fast for tank standards so long as he didn't have to fire and move at the same time. The loss of Cryotek's experiments was an aggravation, but ultimately not a hindrance. There would be more experiments to perform to create Lord Megatron's ultimate army. Shockwave thought the Predacon cloning showed a lot of promise.

Speaking of which, he was heading towards where Abominus had crashed. Shockwave was surprised that the Equnicons had managed to generate enough power to launch Abominus so far. Eventually, he came to the newly-formed crater. The Horrorcons had separated into their individual robot modes, but all of them were unconscious. Shockwave changed back to robot mode and walked over to Hun-Gurrr.

"An impressive test run, but clearly there needs to be more refinement," said Shockwave, "Performance and stability needs improvement, as well as a finer control of Predacon instincts." He turned Hun-Gurrr's head with his cannon arm before holding up a laser scalpel. "For that, there needs to be some rewiring," said Shockwave as he got ready to make the first incision.

There's another chapter. This one is based mostly off of 'Transformers: Fall of Cybertron' and related comics. Which means that Shockwave is the same one from 'Transformers Prime'. The Horrorcons are basically the G1 Terrorcons, who got toys in the Beast Hunters line. Obviously I couldn't call them the Terrrorcons here as that name means something very different in 'Transformers Prime', nor Predacons for the same reason. I gave them more of a dynamic of the original G1 Predacon team as hunters and trackers.

We also have new crewmembers/comedy relief in the Junkion trio. For a physical basis, they're basically the motorcycle triples from 'Revenge of the Fallen' in Junkion colors. Koff is an orange Arcee, Gryme is a yellow Chromia, and Trub is a brown Elita-One. I also named them after Koffing, Grimer, and Trubbish, which fits their hygeine-challenged nature.

Anyways, the next chapter will have the gang in some hot water and things are only going to get hotter. It shouldn't take very long to get the next chapter up. Things won't be so rushed for a while since IDW has pushed back the MLP/TF comic again. Now it's supposed to be released on July 22. Needless to say, I'm pretty sure I'll have finished this story long before that. The next chapter will be up before long. Keep an eye out for it and please review.

Problem on Paradron

Maximares Rising

Chapter 10: Problem on Paradron

Things had taken a turn for the worse since we'd last seen the girls. Their rescue of Spike had gone wrong from minute one when air mines had shot their ship down.

Then, they had found out Spike had been a test subject of the equally ruthless Decepticon, Shockwave, transformed into the deadly Predacon, Gonder.

Despite this, they brought Spike back to the surface, but now the NSC have caught back up with them at their moment of success. What awaits them? Let us rejoin them and find out…

The last thing Twilight heard was Matt yelling "Hold your fire!" before everything went dark. Her vision came back to an empty white cell, a suspiciously open doorway at the far end.

It took a while for her servos to respond to her command, particularly since her inner gyroscope was still coming back online. She looked down to see a device attached to her before noticing she seemed alot smaller. "That's...oddly convenient..." said Twilight.

She headed for the door only to pause as two humans, holding rifles, aimed at her, the same size at her. At the same time, the air in the doorway rippled. "Where am I?" asked Twilight.

"Shut up!" snapped one trooper.

His fellow rolled his eyes before saying, "You're on board the NSS Excalibur. Headed for one of our main bases."

"I'm guessing it's not to help us get back home," said Twilight.

"I said shut up!" snapped the first, his fellow face palming.

"Jim, there's no harm in telling the prisoners where they're going..."

Twilight had a feeling she wasn't going to negotiate her release nor those of her friends by talking to these two. "May I speak with whoever's in command?" she asked.

"No, you can't. You're a prisoner of war," snapped the first trooper.

"I am not a part of your war," said Twilight, "And even if that were the case, don't, er, officers get certain privileges as POWs?"

"Bots don't. Now shut it!" snapped the guard, shutting the door.

Her communicator beeped at that, it was the girls. "Girls, can you hear me?" asked Twilight.

"Yes, thank goodness we synchronized our communicators earlier," said Rarity, "I've got a bad feeling about where we're going. These brutes of guards won't even tell me where Spike is."

"No idea where Matt and Dante are neither," said Applejack.

"Dante's probably wormed his way out of this," said Dash.

"After all we've been through together?" asked Pinkie.

"Especially after that," said Dash, "I didn't sense a lot of commitment to the team from him."

"I'm more worried about Matt. If they think he's a traitor..." said Fluttershy

"Let's just hope whoever's in charge is a reasonable man," said Twilight.

"Man what?" asked Dash.

"You know, a human," said Twilight.

Matt sighed from his own cell a level up. "Ok...it's just a simple explanation. Dante's gotta back me up," he muttered before he heard a chuckle, looking over to see Dante on the other side of the bars. "Oh no...don't tell me..." muttered Matt.

"Well, I told you we should have focused on getting back, but you just wouldn't listen," said Dante.

"Is there anyone you won't sell down the river?" asked Matt icily.

Dante smirked, "It wasn't that hard. I was your superior and you repeatedly ignored orders to return to base."

"So the plight of an innocent planet of ponies doesn't tug at your conscience even a little?" asked Matt.

"And we only have those tin cans' words for that. Did it occur to you that this entire thing was a scam?" snapped Dante

"They look pretty legit to me," said Matt, "And what would the point be of 'scamming' us?"

"Spies. The next step coulda been Central," snapped Dante.

Matt raised an eyebrow. "They had plenty of opportunity," he said, "And what about having to gather everyone up? And Cryotek definitely wasn't on their side."

"Who says he wasn't in on it?" asked Dante.

"Tell me...does Black 13 require mandatory paranoia?" said Matt calmly.

Dante smirked, "Ok, I will admit, seeing you shot for treason after you're interrogated and after your new pals are taken apart is a fun bonus."

"You have really bad trust issues, you know that?" asked Matt.

"It's kept me alive, hasn't it?" sneered Dante, walking off.

"Should have shot him on Nebulos," muttered Matt, "Yep, that would have been the most justifiable time to do so."

The guards weren't even bothering to talk to Spike. But since his muzzle has been clamped shut, there wouldn't be much point anyway.

"See where your weakness has gotten you," sneered the voice in his head, "We should have just left those Maximals to die."

"Not listening to you," grumbled Spike.

"You should...we can still escape," sneered the voice.

"And go where? Back to that burned-out world?" asked Spike.

"We can go anywhere once we finish off these organics," sneered the voice.

"I said be quiet!" snapped Spike, driving the voice away.

Just then, Spike heard a voice, "Watcha think, girls? Plenty o' good things ta salvage."

He looked up to see the Junkions climbing out of a vent before they spotted him. "Hey look at dis. The big bad Predacon trussed up," laughed one of them.

"'Ere now, 'e's supposed ta be a friendly bloke, right?" asked Gryme.

"Would they muzzle 'im if he were friendly?" asked Trub.

"These 'umans don't look friendly themselves," said Gryme.

Spike rolled his optics before trying to tell them to take it off, before pausing, the voice, faint but still there, pointing out how tasty they looked.

Koff made several beeps and tweets, pointing at Spike's muzzle. "Oh, sure, it's easy ta say ya wanna take the dragon's muzzle off, but 'oo's gonna do it, I'd like to know," said Trub.

Spike glared, pulling on his restraints before pausing, trying to get their attention as he heard footsteps.

Koff beeped something. "'Ide? Ain't nobody 'ere but 'im," said Gryme.

The door began to make several beeps at that.

"Oh, 'ide," said Gryme before the Junkions hurried back into the vents.

The door opened just as the last of the trio got into the vent, several troopers running in. "They're in the vents! Get some drones in there!" snapped the leader, one of the others glaring at Spike.

Spike just glared back. His inner Predacon was telling him to roast them it was pretty tempting at the moment.

"Heh...damn tin cans," sneered the trooper.

The one perk these cells had was there were portholes to look outside. Though there wasn't much to see but the blackness of space with distant stars dotting it. But now they could see a planet coming up, a very colorful-looking planet even if it was made of metal.

Three dots approaching from the planet grew into three quad-engined fighters that peeled to the side, before a larger ship temporarily blocked the view, the turrets on its hull showing it to be a warship, more of the fighters flying around it like bees around a hive. As the planet got closer, there were signs of more, floating orbs sitting in orbit, far more clustered around a huge frame in orbit, a huge vessel under construction.

Even more warships patrolled back and forth while more bulky unarmed vessels went back and forth from the surface.

"You think this is another Cybertron?" asked Fluttershy.

Twilight paused as she picked up a transmission. "Acheron control to Excalibur...we didn;t have you due back for three more days."

"We're bringing in some POWs and an AWOL soldier," said a reply.

"Proceed to sector 16. 5th division will be on standby for transfer," said the voice of Acheron control.

"That didn't sound like Cybertronians," said Twilight.

The ship began to descend smoothly towards the planet, several towers seen down below, greenery growing around it.

"I never saw plantlife on Axiom Nexus," commented Rarity.

"How can it survive on a metal world?" asked Fluttershy.

"I doubt they'll tell us," said Twilight, the ship getting low enough to see some of the buildings on the planet were inhabited. Machines were clearing rubble from streets while more went to work on buildings. Their vision could even pick out people in the streets; men, women and human foals too.

"Ah, it looks so nice," said Fluttershy happily.

The ship continued on its way towards several tipless pyramids in the distance. As they got closer, they could see NSC mechs and tanks going back and forth, a huge lit pad seen as the ship came into land before Twilight turned as the door opened.

"Ok, move it. Try anything and a tungsten slug'll go right through you," said the guard icily.

"Wait a moment. Isn't tungsten a soft, malleable metal?" asked Twilight.

The trooper glared, lifting up his rifle which crackled threateningly. "You wanna demonstration? We don't need all of you," he snapped.

Twilight jumped back a bit, her horn giving off a small beep. The troopers didn't notice, one grabbing her and pulling her along.

The girls and Spike were reunited in what looked like a cleared warehouse, though still no Matt. "You girls ok?" Spike asked, curled up and off to the side from them

"We got matching friendship bracelets," said Pinkie waving her foreleg.

"Pinkie, they're restraints," said Spike ominously.

"They do rather clash, don't you think?" asked Rarity.

The lights in the warehouse came on at that, the far door opening to let several mechs in, aiming their cannons down at the group, before a man in blue camo gear walked in, a golden eagle on his shirt's breast pocket. "Well...you're the ones who sent one of mah best men AWOL," he said in a Texan accent.

"Maybe he sent us AWOL," countered Dash.

"Rainbow, do you know what AWOL is?" asked Twilight.

"It's what separate rooms," said Pinkie.

"Absent Without Leave, ladies. He's in a whole lotta hot water...especially disobeyin' orders," said the man before saying calmly, "Now where are mah manners? General Townes...governeer of the Acheron colony."

"Twilight Prime, leader of the Maximares," said Twilight.

"Since when are you a Prime?" whispered Dash.

"I'm not sure he'd take 'princess' seriously," whispered Twilight.

"Well, well. A Prime in mah humble facility. You guys are the best at what you do so ah hear," said Townes.

"Well, I've tried," said Twilight, "This hasn't been really easy."

"We all have problems. Now...Ah assume y'all wanna get off home. We had a few successful exchanges and ah see no reason why Ah couldn't pull a few strings," said Townes in a friendly tone before saying, "But Ah'll need y'all to answer a few questions."

Spike tensed up as his Predacon side snapped, "It's a trick. As soon as he has what he needs, we're all offline."

"Well, I'm not quite sure if we have the answers you want," said Twilight.

"We'll see now, won't we," said Townes, the girls getting the sense that his smile was more suited for a cat that had the mice exactly where he wanted them. "Well, considerin' ya'll are so eager to get back home, perhaps it will help if we knew which star system Cybertron is in," said Townes.

The girls paused at that. "Huh, what is Cybertron's sun called?" asked Twilight.

"I'm guessing they don't have to move their own sun," said Rainbow.

Townes's smile faltered a little. "Ok...let's try something else. Where's your main base located at?" he asked.

"We don't really have a main base," said Fluttershy.

"Don't even have a ship anymore neither," said Applejack.

Townes's smile faded some more as he said, "What unit were you attached to?"

"We are the unit," said Rarity.

Townes sighed. "Guess it's the stick then. Not surprise y'all probably rehearsed this," he said, looking around before pointing at Fluttershy and turning to his men, "Her first."

"First for what?" asked Fluttershy nervously.

"One on one questionin'," said Townes calmly, as two of his troopers walked towards her.

"Well, ok, but you're just going to get the same answers," said Fluttershy.

"We'll see about that, honey," said Townes. Rainbow Dash growled and took a step forward, only for her bracelet to glow and her to be covered in electricity till she fell down. Townes sighed. "Why'd y'all have to be stupid?" he sighed, the troopers pulling Fluttershy along as the others helped Dashie up.

Fluttershy yelped as she was pushed into a darkened room. "Hello?" called Fluttershy, "I've grown accustomed to the dark, but I'm not sure what this is accomplishing."

Townes walked in behind her. "Ah thought we could talk one on one," he said calmly.

"Well, like I told you, you're just going to get the same answers," said Fluttershy, "We're not average Cybertronians."

"That's obvious. What are you? Some experimental unit?" asked Townes.

"That's not an inaccurate statement," said Fluttershy.

"Good, good. We're gettin' somewhere. What were your orders?" asked Townes.

"We weren't given orders," said Fluttershy, "We escaped before we were reprogrammed."

"Now, now, that sounds a bit far-fetched," said Townes, before muttering something into his lapel, some lights coming on, on the other side of a window. Matt could be seen beyond it, two troopers holding metal batons with him. Fluttershy stared as one of the troopers swung her baton out into Matt's back, the two troopers hitting him with the batons before stopping. "Shall we try again?" said Townes

"Leave him alone! He only saved us from Cryotek!" cried Fluttershy.

"Then just tell me the truth, honey. NSC don't look too kindly on spies and traitors and Captain Dante made some compellin' evidence," said Townes, before saying something into his lapel, the troopers backing off.

"I am telling you the truth," said Fluttershy, "We aren't even real Cybertronians. We've been transplanted into these bodies by a mad scientist."

Townes frowned at that. "Now Ah know you're bullshittin' me. That tech's beyond even us. Ain't seen anything like that in a hundred Cybertronian bases we took."

"Look, I'm really not the best pony to ask about this," said Fluttershy, "Ask Twilight. She'd be a lot better at explaining this than me."

"Oh, Ah assure you, Ah will," said Townes before all the lights came on, red in color and a klaxon sounding, a calm male voice saying "Orbital space breach...unauthorized jump point."

Two dozen large Cybertronian ships emerged from the rift, Paradron in the stellar distance. Twilight had, when she'd panicked in her cell, sent out a broad band distress call on almost every Cybertronic frequency available...and the Autobots had responded.

"Ultra Magnus, it's confirmed. Signal came from the planet ahead," said an Autobot at a console.

Ultra Magnus was not happy. Paradron had been stricken from the star maps for a reason. A planet this excessively rich in energon could be used against them too easily.

"Multiple ships in orbit, orbital infrastructure. Thank the AllSpark, it's not Decepticons," said another crewbot before gulping, "NSC ships...at least a dozen."

The Autobots have had a few skirmishes with the NSC before. From what Ultra Magnus could tell, they had been attacked by the Decepticons before and now blamed all Cybertronians regardless of faction. Magnus would rather not want outsiders being drawn into this war, but the NSC has shown themselves as hostile and very well-armed for organics.

"They've seen us. Their fleet's going into a defensive formation. Incoming transmission," said a crewbot before Townes's voice echoed over the speakers.

"Well, well...who might you be? Ah'm gonna have to ask y'all to state the reason you're here."

"I am Ultra Magnus, Supreme Commander of the Autobot Commonwealth military," said Ultra Magnus, "And I am here to answer a distress signal and know why there are NSC personnel on a restricted planet."

"We didn't see no signs when the colonists found this little tin ball. As for distress calls. Dunno what you're talkin about," said Townes calmly before he said a little more sternly, "Ah'm gonna have to ask y'all to smeg off before Ah order mah ships to open fire."

"Then I presume this bot is not currently on the planet," said Ultra Magnus as he uploaded the distress signal's profile. He personally had no idea who this purple fembot was, but he wasn't about to leave her or an energon-rich planet in hostile hands.

There was a pause before Townes said coldly, "Seems we have a little situation. Y'all tell your boys to power down yer weapons and yer cleared for orbit. Seems we might have someone of that description, Mr, Magnus."

"I shall be down personally to open negotiations," said Ultra Magnus.

"Ah'll need to clear that with high command. Ah assume y'all have to do the same," said Townes.

"Yes I will," confirmed Ultra Magnus. Unlike the Decepticons, the Autobots' military answered to the civilian guilds. It was more balanced than the tyranny that the warlord Megatron was trying to establish, but it wasn't without its difficulties.

Proteus was one such problem. A career politician bot and while he was generally disliked, he was careful to never give anyone a reason to vote him out. He was also, to Ultra Magnus, a pain in the tailpipe. "You're saying these humanoids have several bots prisoner?" he said over the comm.

"I am hoping this is simply a miscommunication," said Ultra Magnus.

"Distress signal files don't lie. Is there a reason you haven't gone in yet?" said Proteus smoothly.

"I am trying not to provoke them," said Ultra Magnus, "This is a delicate situation. We don't want to be fighting two wars."

"We already are. The incident with that medical team for example and this...NSC is attacking both the Decepticons and us indiscriminately," said Proteus coldly, before he said, "I'm on my way. I will handle negotiations personally. You are to take no action till I arrive. Is that clear?"

"Understood," said Ultra Magnus a little tersely. He had a lot of doubt in Proteus's tact. How a bot so xenophobic ended up in Interstellar Relations was beyond Magnus's ability to calculate.

That said, the promise of more ships was something he could appreciate. The NSC had brought in another 6 ships. Clearly Townes had been calling in reinforcements. All Ultra Magnus could do for now though was to hope that the fembot was ok...

Townes frowned as Twilight was pushed into the interrogation room. "Looks like somebody called home," he said coldly. Townes was not in a good mood.

High Command had been naturally pissed. Acheron...or Paradron or whatever those bots called it, had been used for the Planet Cracker project due to its isolation and now the bots were all over it. Now security had been breached by a single distress call from this purple Prime.

"Who? Me?" asked Twilight.

"Yes...you. Ah have a Cybertronian warfleet in orbit asking for you specifically. There are 250,000 civilians in danger now cause you got homesick!" he yelled, before he composed himself, "That said...one of your troops said y'all could prove your story. Wow me."

Twilight hesitated a little. She could certainly tell Townes about how she ended up like this, but would he believe her? She needed proof he could see. Then she thought of something. "Computer, access all datatrax pertaining to Cryotek and display," said Twilight.

"Acknowledged," said her onboard computer before her horn started emitting holograms. Townes raised an eyebrow as he watched images of the attack on Ponyville by Cryotek's forces, when Cryotek had turned them into sparks and their fight with him.

"Cataline...this fake?" he asked to the air, a swarm of light motes forming a woman in fatigues, lines of code running down her body and her eyes glowing blue. She walked forward before without warning, pushing her hand into Twilight's head.

The feeling was...while not painful, not pleasant as the AI rifled through her memories like someone haphazardly tearing through a library before she fell to her knees as Cataline removed her hand. "It's not fake. I see no evidence that it's been forged. It seems we have a clear case of Directive 1's breach," she said coldly adding, "This is a serious development, General. If this Cryotek has cerebral transfer technology, Division 66 might get involved..." before Townes waved her off.

Then he said, "Hmm...and Mr Lynch and Dante?"

Cataline spoke up at that, "I examined her memories. Mr. Dante's account has significant deviations."

Townes's eyes narrowed, "Tell the MP's to drag that little shit in."

"Mr. Dante has already taken the last transport out," said Cataline.

"Inform command that Black 13 will be getting another fine. Then get Mr. Lynch some medical attention. How long till that giant tin can arrives?" Townes said.

"It looks like the Autobots are already arriving," said Cataline.

The battleship that emerged from hyperspace was slightly bigger than Ultra Magnus's...and a bit flashy. The designer had wanted the ship to be the center of attention and given the bot it was designed for...well it wasn't a surprise.

Ultra Magnus highly doubted that Proteus's ship would last very long in a real battle, not that Proteus would ever be involved in one. Presently, the councilmember made his grand entrance onto Magnus's ship.

"Ultra Magnus. So this is Paradron. How did these organics find it?" Proteus said calmly, though he was glaring at the site of the NSC ships, three more emerging from hyperspace as he watched.

"That is something I'd like to know as well," said Ultra Magnus, "Perceptor said the quadrant lock should keep out anyone, even by transwarping."

"Clearly he overlooked something," said Proteus.

Ultra Magnus said, "I arranged for a face-to-face talk to get their prisoners released. As far as I can tell, there's a sizable civilian colony down there. The plus of all this is I doubt they know what they have, nor will they let the Decepticons have it."

"How could they not know they have that much energon?" asked Proteus dismissively.

"Organics don't need energon," said Ultra Magnus.

"Maybe not for fueling their squishy bodies, but even their pitiful balls of mush they use for processors can see it as an energy source," said Proteus.

Another Cybertronian, under the name of Dai Atlas, spoke up at that, "I honestly do not think they realise. We detected attempts to reverse the project's effect on the environment. We detected several terraforming devices near their settlements."

"These organics are more backwards than I thought," said Proteus, "It will be easy to get them to relinquish Paradron."

"It may be harder than that. Their ships are quite powerful. If they push the issue, we may not have the ships to force them, not to mention the civilians in play," said Ultra Magnus, glaring a little before a crewbot said "It's General Townes. He's asking when to expect you."

"Tell them we will be down in 10 cycles," said Ultra Magnus.

"Do they even know how to tell time?" muttered Proteus.

Dai Atlas walked over to Magnus and asked, "Are you certain about this, sir? Proteus never had much of a head for diplomacy."

"We don't have a choice, old friend. He's insisted on it. If we're lucky, he won't make this war with the NSC official," Ultra Magnus said back with a sigh.

Then Proteus said, "Magnus...what is that?" pointing to the dry dock in orbit and its occupant.

"We're not sure...some kind of ship under construction. They seem to be very insistent on its secrecy. They've jammed all scans on it but we believe it's a new ship for their fleet," said Dai Atlas.

"It's...very big," said Proteus, "Almost as big as a Doomsday-class ship."

"And that is why we need to be diplomatic here. As far as we can tell, it's practically ready for launch," said Ultra Magnus. It was a small white lie. In all honesty, they had no way to tell for certain if it was ready, though its superstructure was clearly finished but if it got Proteus to take this and the NSC serious, all the better for everybot.

"Well, this puts a new light on things," said Proteus, a little bit nervously.

"Shall we proceed to the shuttle?" said Ultra Magnus.

Elsewhere, Cryotek had come out of his CR tank and he wasn't in a particularly good mood. "Have we found them yet?" he demanded.

"Yes...but you won't like it. We traced it to a Paradron, but those humans got there first. Looks like a major fortress. We'd never be able to land troops," said Dirge.

"At least the Autobots there won't be much of a threat," grumbled Cyrotek, "Paradronians were nothing but spineless pacifists, easy for Decepticons to conquer."

"That's the thing. Our scout drones say there's a big Autobot fleet there too and a Decepticon one shadowing them. Looks like the Great War's still in full swing there," said Dirge, backing up slowly.

"Always at the most inconvenient of times," snapped Cryotek.

"So...what do we do?" asked Dirge.

"Hmm...who is commanding the Decepticon fleet?" asked Cryotek.

"Blackout and Starscream," said Dirge, looking at a file, adding, "And the Autobot fleet's under the command of Ultra Magnus and his second. Looks like one of the Council's there too."

"Ah, Starscream, as predictably treacherous as in every other universe?" asked Cryotek.

"There is a partial scan...could be a space bridge...could be a quantum lock...doubt it's anything," said Dirge offhandedly.

"A quantum lock? I haven't seen one of those in ages," said Cryotek.

"Yeah, the Autobots lowered it when their fleet went in. How those humans got past it..." muttered Dirge before saying, "So...we gonna wait 'em out?"

"You said you also detected a space bridge," said Cryotek.

"Yeah...it's a weak signal. We could get some troops in but unless we repair the other end, they'd be stuck," said Dirge.

Cryotek laughed "I created sparks from organic filth. After that, repairing a space bridge will be easy."

"Aren't those two entirely separate fields of-" started Dirge.

"Not now," said Cryotek, "First of all, let's have a little chat with the local Starscream."

"8 more NSC warships have just arrived, Commander Starscream," said a Decepticon crewbot. The Decepticon fleet was keeping its distance, just out of sensor range of both sides. If they were detected, the Autobots would most likely open fire, followed by the NSC

"More disgusting organics cluttering the spaceways," said Starscream with contempt, "If the Autobots weren't such a priority, I'd have them exterminated."

The Decepticon assigned to him said in a deep voice, "Foolish words. These organics are...worthy of respect in combat. Frontal assault with our numbers would result in our destruction."

"Don't strain your vocal processor, Blackout," said Starscream, "It's not used to such big words."

Blackout's glowing optics narrowed in warning. "Do not remember seeing you in my battles," he said warningly.

"That's because I've been with Megatron during his most important battles. As well as doing very important missions," said Starscream, "Have I ever mentioned that I, single handedly, destroyed the might Theta Supreme?"

Blackout stood up to his full, very considerable, height and glared down at Starscream. "You destroyed Theta Supreme while it was being towed away for repair. I destroyed Zeta Supreme and the Wreckers. I destroyed Delta Supreme too," boomed Blackout, "And I've still got more Omega Sentinels to blow up. Can you do more?"

Starscream gulped before the situation was diffused by the ship's communicator. The computer said calmly, "Unknown frequency...unable to trace."

"Now who could that be?" asked Starscream in a wry tone, "Perhaps one of our covert double agents?"

"We have no agents in this area," said Blackout, the two looking at the comm before the screen flickered and the communication connected by itself.

"Pardon my intrusion, but am I addressing the great Air Commander Starscream?" asked a smooth voice.

Blackout sighed, "Oh no...as if his ego needed to take up more memory."

Starscream just smiled smugly "Who dares address me?"

Blackout smiled behind him as he just heard a barely-muttered "By the Allspark, he's worse than my Starscream. Allow me to introduce myself. I am Cryotek, a Con of considerable scientific resource."

"Cryotek? I heard you were captured by Devcon," said Starscream.

"Rumors of my capture were greatly exaggerated," said Cryotek smoothly before saying, "Now then, I understand you are near a planet controlled by some organic faction. They have something I require for the Decepticons' glorious cause."

"Is that so?" asked Starscream, "Perhaps we should pool our resources."

"My thoughts exactly. I already have a plan, but it requires that the locals' attention is...shifted. This is not a job for simple firepower," said Cryotek, adding, "Though I'm sure you'll get your chance for a fight."

"Shifted to what?" asked Blackout.

"A distraction. This will require...diplomacy to begin with but as I said, once I have my objective, they will begin firing. Then you can destroy them and the Autobot fleet," said Cryotek.

"Di...plo...macy?" asked Blackout.

"It means you need to shut up and let me do the talking," said Starscream.

"Only for a while, Blackout...only for a while," said Cryotek, before saying, "Can I rely on you, Air Commander?"

"Well, I don't boast often, but I am the handsomest robot with the glibbest tongue this side of the Benzuli Expanse," said Starscream.

Blackout managed not to laugh as he heard a faint bang and heard Cryotek moan quietly, "Oh Allspark, my ego-sensor just exploded." Then he said aloud in a smooth tone, "Well, I'll leave this matter in your capable servos."

There was a small pause as the communication went dead, Blackout saying, "Of course we will confirm this with Lord Megatron..."

"Oh, why through all the hassle on a simple little mission?" asked Starscream, "Besides, he'd probably make us wait so he can come here and take-" Blackout's servos made a cracking noise as he glared at Starscream. "Take...control of the mission, but may lose valuable time getting here," said Starscream, a bit more modestly.

Starscream turned to a crewbot. "Take us in. Let's do our job."

The Autobot shuttle flew over the main colony, Ultra Magnus seeing more than a few scared faces looking up. He couldn't blame them. Their first contact with the Cybertronian race had not been smooth. The Decepticons had destroyed almost a dozen of their colonies and occupied 4 more. Magnus reminded himself this is why the Autobots were fighting. It wasn't just to defend the Allspark or Cybertron. It was for all the worlds and their inhabitants that Megatron would mercilessly crush under his heel as he built his empire.

He looked over to Proteus who, in contrast, was looking down at the colony with annoyance and, as they passed the terraformer and it's clear progress, a little anger. "Look at all this green...refuse," muttered Proteus.

"I believe it is called 'vegetation'," said Dai Atlas.

"Urgh...it's bad enough they stole this planet..." said Proteus, as the shuttle began to land near a deserted area of the colony, In the distance, a group of organic soldiers kept the civilians at a safe distance.

"You do have your energon dampener on, right, Councilbot?" asked Dai Atlas.

"Of course I do," said Proteus, tapping a small bracelet as the shuttle landed. The hatch opened and the sound of...anger flowed in. The soldiers were apparently there to stop the civilians getting to them. Ultra Magnus heard yells of 'shame' and 'murderers'...cries for loved ones long gone...the cries of civilians caught in the middle of a war they never asked for.

"We shouldn't be blamed for what the Decepticons do," muttered Dai Atlas.

"Grief makes bots blind," said Ultra Magnus sadly, muttering to Proteus, "May I suggest diplomacy, sir?" before Proteus's eyes narrowed.

"They have those killer drones," muttered Proteus.

"They're piloted, sir." said Dai Atlas, Proteus glaring before his face and mood shifted to his 'talking to the news' mode.

"Good people of, er, Archeron, I assure you we Autobots have your best interest at spark. Though you may be squatters here, you will not be denied the security you deserve," said Proteus.

There was a pause at that, before the yells got louder, a blue mech walking towards them, with two green ones before Townes's voice came from inside it. "Forgive me if Ah don't exactly trust you. General Townes, Head of the Acheron sector and governor of this colony," Townes said, extending his mechs hand in a handshake.

Proteus clearly looked uncomfortable with the idea of touching an organic, even if it was via one of their mechs.

Townes withdrew his hand at that before saying smoothly, "So...Ah assume y'all want your girls and that dragon bot back."

"Dragon bot?" asked Proteus, "Er, I mean, of course we want them back."

"As for squatters, we didn't see your name anywhere when the colony ships landed 3 years ago," said Townes smugly.

"Which brings up the question of how you got past the quadrant lock," said Ultra Magnus.

"Heh...we ain't from these parts. Anything else ain't for talkin' while this war's on," said Townes.

"There is no official war between your people and ours," said Ultra Magnus.

"You try to evict this colony and there will be," said Townes in a warning tone.

"Do you not know what planet you're standing on?" asked Proteus.

"There's 250 thousand people job's to keep their homes intact and to terraform this place back into a livable planet," said Townes darkly.

"If you had any idea of the resource you're wasting-" started Proteus.

"You mean that there little old energon core? We don't use energon. It'd be a step back for us," sneered Townes.

"I don't think you're aware of the extent of the energon here," said Ultra Magnus.

"An entire core...strata of the stuff below the surface. It'll take decades before we clear that there junk out and bring in a proper genesis terraformer," said Townes darkly.

"Clear it out? That's the most valuable energy source in the universe you're throwing away," snapped Proteus.

"And Ah told you. It's obsolete for us," said Townes.

"Talk about throwing astro-pearls before cyboars," muttered Proteus.

"Y'all ain't much of a diplomat, ain't ya. Ah think Mr. Magnus should take over," said Townes calmly, Dai Atlas personally making a memory file to treasure Proteus's expression.

"That's Ultra Magnus. And perhaps it would be better to conduct this in suitable quarters," said Ultra Magnus, "But first, there's the matter of the prisoners you have here."

"They were found trespassing by one of our patrol ships," said Townes, adding "Ah also have reason to believe they ain't exactly one of you guys."

"I am suspecting something is off about this," said Ultra Magnus.

"Agreed. Their Prime had some...compellin' video evidence. Y'all heard of someone called Cryotek?" said Townes.

"Magnus, this is far too delicate a subject to be talking about in the open," said Proteus.

"Well, this here Cryotek appeared in the video with some impressive tech. Cyber-conversion tech. That stuff's illegal," said Townes.

"The only Cryotek I've heard of has already been captured by one of our Cyber-Ninjas," said Ultra Magnus.

Townes said grimly, "Our AI's went through the file with a fine tooth comb. It's timestamped a month ago and it's genuine."

"Then there's more going on here than meets the eye," said Ultra Magnus, "I'd like to speak with these Autobots."

"What about your boss?" said Townes.

Proteus snapped, "Stop talking like I am not even here, you filthy organic."

"Councilor Proteus, I think you are forgetting your station," said Ultra Magnus.

"I'm forgetting my station? The Magnus answers to the Guilds Domesticus!" snapped Proteus.

"Yes, the Guilds, plural. You are only one Bot and you are in charge of Interstellar Affairs, which you are doing a very poor job of managing," said Ultra Magnus sternly.

"How dare you..." snapped Proteus.

Townes snapped, "Ah had about enough of you. Let the adults talk before Ah have you deported back to orbit for incitin'' a riot."

Proteus glared and probably would have done something very unseemly for the Head of Interstellar Affairs if Ultra Magnus hadn't tapped his Magnus Hammer, which produced the sound of rumbling thunder.

Proteus glared before saying, "I expect results, Ultra Magnus." before stomping back onto the shuttle.

"This way, commander," said Townes.

The gang had finally been allowed to see Matt, and to their comfort, their compressors had been removed, Spike especially happy, finally being able to stretch.

Matt himself, so he didn't have to use a megaphone to yell up to them, had been given an unarmed mech to look them in the eye...well, optic. "Are you sure you're ok?" asked Fluttershy with concern.

Matt, in the mech's cockpit, winced from an ache and said, "Nothing medical nanites couldn't fix."

"Hey, is anyone else feelin' a kinda buzz?" asked Applejack.

"Now that you mention it, I do feel kinda jittery and tingly and feeling like popping everywhere," said Pinkie Pie.

"My head's been aching for a few minutes," said Rainbow Dash as the door opened, two Cybertronians coming in, flanked by NSC mechs and a blue one who was talking in Townes's voice.

"Any o' them look familiar?" asked Townes.

"Not to me," said Ultra Magnus, "They don't seem to have vehicle modes that I can see."

"I also don't see any energon dampeners on them," said Dai Atlas with concern.

"We've no reason to restrain 'em..." began Townes.

Just then, Applejack started crackling with energy. "Not feelin' so good," said Applejack.

Dai Atlas began to move forward, a mech trooper grabbing his arm. He turned to say, "Let me help her before she goes offline."

Townes finally said "At ease..." the mech trooper stepping back.

"Offline?" asked Twilight.

"Paradron is heavily comprised of energon crystal," said Ultra Magnus, "It's little surprise that your friend is starting to overload."

Dai Atlas fitted a small device to Applejack, before saying "I'm surprised the others are not affected."

"Transmetals seem to have a higher tolerance for energon radiation than other bots," said Twilight.

"And I guess being technorganic makes it easier for me," said Fluttershy.

"And him?" asked Dai Atlas, looking at Spike who was glaring. "Hmm...his size probably makes him immune...quite a rare thing," he muttered.

Ultra Magnus looked at Matt who waved and said cheekily, "Hi, Robo-Thor."

Ultra Magnus peered closer at Matt and asked, "Have we met?"

Matt shrugged, "Nope, I'd remember a bot with a giant sledgehammer."

"He's a freelancer, Magnus," said Townes, "The lip comes with the job."

"Professional freelancer," corrected Matt.

Twilight said, "We wouldn't be back together if he hadn't helped."

Ultra Magnus looked them over and said, "You are certainly not Autobots, but that doesn't mean you don't have civil rights here."

"They were in a restricted zone..." began Townes.

"And exactly where was this zone?" asked Ultra Magnus.

"Test range," said Townes. Magnus narrowed his optics slightly. That answer was much too vague. "Bit like how y'all won't tell us the big deal over this planet," said Towns calmly.

"Well, things are a bit confusing," said Twilight, "For starters, we're not actually robots. We were put in these robot bodies by a mad scientist."

Ultra Magnus raised an eyebrow at that, Townes saying "Ah had trouble with it too but her black box recording checks out."

"Also, we're from another-" started Pinkie

Matt shoved his mech's hand over her muzzle, pinning it shut. "Outpost," he finished, smoothly.

Townes nodded. "That's right," he said.

Magnus didn't look very convinced. "Uh...say, where are the Junkions?" asked Matt.

"What Junkions?" asked Townes.

"Erm...you may wanna check the machine shops for missing gear, sir," said Matt nervously.

"Uh...so if we're not Autobots, that doesn't mean there's been a breach of treaty, right?" asked Twilight.

"That may depend on the Council," said Ultra Magnus, adding, "It would be better if you came with me to Cybertron."

"Er...that might not be for the best," said Twilight.

"That is up to Councillor Proteus," said Dai Atlas with a sigh before Townes paused, before he and his troopers aimed.

"Oh, really, you don't have to go through all this bother for us," said Rarity.

"Care to explain why yer fleet's raised their shields...or why another fleet's arrived, requestin' approach?" growled Townes.

"Another fleet?" asked Ultra Magnus.

"No idea...but yer own fleets going to a combat footing at both us and them," snapped Townes.

"Not the Decepticons now," said Ultra Magnus in frustration.

Townes got on his comm, "PDF control, you vaporise the first ship to fire. Ah ain't havin a battle in orbit and ground all civilian flights."

Dai Atlas activated his own comm, "Do we have any ID confirmation on the Cons?"

Proteus answered. "It's commander Starscream...and he seems to be surprisingly friendly with the humans. Take the prisoners by-" he began before it broke up.

"Starscream? You've got to be kidding me," groaned Rainbow Dash.

Dai looked at Ultra Magnus. "I assume we didn't receive Proteus's order to use force," he asked.

"Not yet," said Dai Atlas.

"We should return to our ship," said Ultra Magnus, looking at the girls, "Officially, I'm recommending you come with us...but the choice is yours, young bots."

"We need to...discuss our current situation and options," said Twilight.

"Understood but know I do not know how long we can...postpone Councillor Proteus," said Ultra Magnus carefully.

"Hopefully just long enough," said Twilight quietly. The girls and Spike watched as the two Cybertronians walked out before Twilight said desperately, "We need to get out of here."

"And go where?" asked Applejack, "We're pretty far off-course and we don't got a ship no more."

Twilight looked at Townes's mech who said, "No...no way, no how. You already got a ride comin'. Soon as Ah sent that message to High Command, they said you were being sent to another facility, one even Ah ain't got clearance to know where. Ship's half an hour out."

"Can we really afford to wait that long?" asked Rarity, "It sounds like this place could soon become a warzone."

"Especially if Starscream is here," said Rainbow.

"Ah have mah orders. Lynch, they want you too," said Townes, his mech nodding to the troopers who took guard positions before walking out. "Out of the frying pan..." muttered Matt.

"I don't think this is going to get us back to Equestria fast," said Fluttershy.

"Well unless you wanna fight the entire base..." said Matt.

As had been demonstrated, Proteus didn't have a lot of tact with talking with organic races. It was hard to tell if he had tact with talking with mechanical races, considering who he was talking with here.

"How much more proof do you need? These organics were probably hired by the Decepticons to occupy Paradron!" he shouted at Ultra Magnus, snapping, "Now I'm ordering you to open fire."

"Proteus, I don't believe you're thinking this through at all," said Ultra Magnus, "The Decepticons want nothing to do with organics. They're dedicated to wiping out species so they can pave over their planets."

"Then explain these messages from our scanners?" snapped Proteus, tossing a data pad over, before composing himself, "I...we can't take the chance anyway. How long till we can target the core?"

"Targeting the core will only destroy themselves," said Ultra Magnus.

"That's the point. We cannot risk the Decepticons either taking the planet or buying it. The Council will see those squatters as acceptable losses," before he said, "I'm going back to my ship. I expect-" he began before the sensors started beeping, a new jump point forming between the fleets.

What emerged was the ship equivalent of an alpha predator. Light barely reflected off its black hull, the ship, if the Cybertronians had known of the animal, like a stingray, its tail curved over its back. The only symbol on it, was a single solid white circle with a dark spiral in it. A Decepticon frigate was already moving to engage it.

"Who is that supposed to be?" asked Proteus.

"It's not matching any known ship designs," said Dai Atlas.

A green beam suddenly lanced out from the new ship, striking the frigate dead center, the ship seeming to bleed from existence from the point of impact till all that was left was fading green light motes.

The three Autobots stared in shock at that. "Shoot them! SHOOT THEM!" yelled Proteus, the Decepticon fleet powering up its engines as well and beginning to move.

Then the flagship ejected a smaller ship, but certainly larger than a lot of fighter ships. "They've deployed Blackout," said Ultra Magnus grimly. Everyone one had heard of him. He and the rest of the Decepticon Heavy Brigade had faced off against the Wreckers and Zeta Supreme. Blackout was the only survivor on either side. Now he was the Decepticon Heavy Brigade.

There was already a swarm of fighters spewing from the NSC ships, half heading for the Decepticons...and half heading for them. A yellow bolt lanced out from the lead cruiser, striking an unprepared Autobot ship, knocking a section off and sending the now-burning ship out of control.

"Ultra Magnus, I think peace talks are over," said Proteus, "Now it's a matter of keeping our enemies from getting the largest stockpile of energon not on Cybertron."

A trio of NSC fighters flew past the window, their blasts hitting the shield to little effect. "I'm returning to my ship. Prepare the charge," snapped Proteus heading out the bridge.

"What about their prisoners?" asked Ultra Magnus, managing to keep his temper in check.

"They're not Autobots. And even if they are, they're acceptable losses against the Decepticons getting enough energon to wipe us all out," said Proteus. A beam lanced out from a NSC cruiser at that, hitting another Autobot ship that exploded spectacularly. "Preferably while we still have ships," Proteus snapped.

Townes stomped onto the bridge of the Damocles, the bridge crew saluting. "Tell civil authority to press gang every damn civilian vessel and hauler. I want the colony evacuated. Get a transmission to Fleetcom. Tell them we need immediate backup. Now lets see what this flashy thing can do," he ordered, crew scrambling to obey his orders.

Amid the chaos of Autobot vs. Decepticon vs. NSC, no one would notice one small group of bots. That's what Cryotek was counting on. "You know your order, Spy Streak," said Cryotek, "Extract the pony-bots and get out. Only shoot whoever gets in your way."

"Evacuation plan? I doubt we can get through the base without being noticed," said Spy Streak.

"Fortunately for us, we have an inside Con," said Cryotek, "These access codes should help."

"Codes received. Who are they for? The subjects?" asked Spy Streak. He wanted as much information as possible. An insert in a warzone into a major enemy base, which would require on top of everything, compressor coils would be a perfect ground for the plan going wrong.

"No, bigger. Much bigger," said Cryotek with a smirk, patting his dragon mode head.

"Confirmed. Going silent. Will call again for exfiltration," Spy Streak said before switching to his team's frequency. "We do this quiet...minimal fuss. You do not terminate anything without my express orders. If they get an alert off, we're scrap," he commanded. The other Vehicons nodded before they all transformed to jet mode.

The guards glared as Matt and the girls, and Spike discussed their next move. "Ok...we can rush the guards, maybe," Matt said quietly.

"After all the powers we've gotten, we ought to be," said Rainbow.

"Yeah, Applejack has her piledrivers and quick shooters, I have my Pinkie Sense and ability to appear where I'm least expected, Twilight has her magic and her proton wands that allow her to imitate other weapons, Rainbow Dash can control the weather all by herself, Rarity has her enhanced radar sense and super-tough drill, and Fluttershy can shoot lasers and mind-control beams from her eyes," said Pinkie.

"The problem would be the rest of the troops in the base," said Matt, before saying "Ah fuck it...on the count of three..." before to their surprise, the troop mechs headed out, their replacements being lanky thin black mechs, almost organic. Their eyes were just a trio of red lines.

"Sergeant Lynch?" said one of them.

"Uh...he just left," said Matt, "I'm...uh...Private Preserve."

"Bioscan matches. Don't bullshit us, Lynch," said the same mech, the others walking forward to surround the girls and Spike, who growled.

"It was worth a try," said Matt.

"Not with that lame cover," said Applejack.

"Captain Anvik, Division 66. You're all coming with us...or you can stay here. General Townes has ordered a planetary evacuation," said the lead mech.

"They're giving up the planet that easily?" asked Twilight.

"One stray torpedo to a terraforming tower will be like igniting a nuclear warhead," said Matt grimly.

"Not to mention this planet is 75% composed of energon crystal," said the lead mech, "And you know what happens when an explosion hits energon."

"It'll take out everything in a million miles...this planet'll crack like an egg," said Matt.

"In other words, I wouldn't want to be standing on it," said Spike.

"Our ship's outside. We leave now," commanded the lead Division 66 trooper.

"As soon as we pick up our Junkions," said Pinkie.

"No time!" snapped the lead trooper.

"Gryme...what were you thinking? 'Get on the shuttle' you said," snapped Trub, the trio crawling through a vent.

"Well, we lost our old ship. Why not another one?" asked Gryme.

"Yes...the warship full of heavily-armed organics," snapped Trub, pointing through a grille as a trio of troopers ran past below.

"Eh, they ain't so smart," said Gryme, "They never look in the cargo 'old."

"Extra security to cargo holds," said a voice over the PA at that.

Koff beeped something reproachfully. "No, it's Trub that jinxes us all the time," said Gryme.

"No I don't. You do!" snapped Trub, Koff looking down as they argued and going wide-eyed, shaking their shoulders. "Koff, use your big-girl beeps," said Trub.

Koff, still looking down, shook them harder, beeping urgently. "What do you mean 'the jig is up'? We don't jig," said Gryme.

Koff made an angry buzz before pulling them so they looked down, where four crewmen were aiming railgun rifles at them. "Hi," said one of the troopers cheerfully, motioning with the gun in the universal language of 'get the hell out the vent with your hands up'.

Koff gave a worried beep. "Don't worry. I'm sure the girls will notice we're gone and will come lookin' for us," said Gryme.

"There ya go again with the jinxin'," said Trub.

"Captain, we are three minutes out," said the Division 66 leader, the group turning a corner, one of the troopers having lent Matt's mech a black rifle of some sort.

"Good. And all enemy forces are currently engaged off-planet," came the reply over the comm.

"Cannot confirm. Two trooper mechs KIA on the perimeter when we landed. Recommend you prep for takeoff and lock down till we arrive," said the Division 66 leader.

"Affirmative," said the captain before signing off.

"Just how bad is the fighting going to get?" asked Twilight.

"Our precogs just see an asteroid belt here tomorrow," said one of the Division 66 troopers, before their leader paused. A second later, an energy blast almost took his mech's head off. A dozen Vehicons started firing from cover at that.

"DOWN!" yelled the leader before the mechs started returning fire.

One Vehicon stood out, directing the others. "It's Spy Streak! Cryotek's here!" called Twilight.

The troopers looked at each other before the leader said, "Jenkins, release their weapon locks. I can trust you lot not to run, right?"

"From these losers?" asked Applejack.

The expressionless troopers mech didn't give anything away before he said, "Sure..."

"You guys need to work on your sarcasm," said Pinkie.

"Just shoot them!" snapped Matt, aiming his rifle and firing, a dark red orb hitting and throwing a Vehicon flying, a hole clean through it.

Meanwhile, Spy Streak was trying to get a good shot on Spike. "This better work or Cryotek will need to find his own head," he muttered. He was pushed aside by one of his team who took a disrupter shot that removed the bot's head and shoulders. "Dammit..." he muttered, resetting and aiming.

"Virus uploaded...reprogramming will be complete in 1 minute," said a calm female voice.

Spike paused in his blasting before he started shaking his head. Something appeared to be off about him. "Spike? You ok?" called Matt, Spike clawing at his head. It felt like it was spinning like a top.

"Guys, something's wrong with Spike," said Twilight.

"Captain, we need air support now! We're cut off!" snapped the squad leader, blasting another Vehicon.

Twilight ran over to Spike. "Spike! Spike!" she called, a scan bringing up some sort of combat virus at work, the word under origin only saying 'MilNet Division 66.' "Fluttershy, I need you to keep Spike calm while I work on an antivirus," said Twilight.

"No...NO!" yelled Spike, shaking, the virus seeming to...notice her.

"Unauthorized user..." it simply said.

"Fluttershy, quickly!" called Twilight.

Spike shook harder before going still, his optics going out. "Program complete...initiating reboot. Have a nice day," said the virus before self-deleting.

"That's probably not good," said Twilight. Spike's optics lit up at that, though that wasn't the name anymore on Twilight's vision. "Guys, get out of the way!" yelled Twilight as Gonder shifted to dragon mode and roared.

Gonder looked around with a snarl. He had no idea why he was in control again. A voice came over his system, "If you don't want to go back into the back of that body's mind, move now. Grab the ponybots and kill those damn organics or I'll reverse it myself."

Gonder certainly had less trouble with turning on those organics. He had been wanting to roast them all day. He heard someone yell that weakling's name as he closed his jaws on one of the black mechs and crushed it, tossing it aside, several painful hits felt as the others fired. The Predacon roared before breathing out flames around him.

"Spike, what's wrong?" called Rarity, before barely dodging the flames.

"Spike's...not...here!" roared the Predacon. Gonder grabbed the one that had called the weakling, the purple one and snarled, "And he's never coming back." He opened his mouth to bite before roaring in pain as a green beam lanced down, glancing him and sweeping over three Vehicons, leaving a trench and vapor in its wake. A manta-shaped ship was hovering overhead, firing smaller cannons down at the Vehicons.

"This couldn't happen at a worse time," snapped Rarity.

"Maybe that's why it happened," said Twilight, spotting a familiar Vehicon.

Spy Streak fired several shots up at the ship, its shields soaking it up before he pulled one of his team to block another green beam, the luckless Vehicon vanishing with a sizzling noise in the same matter as the frigate. "Everybot, fall back!" he called, before turning to face Gonder, "Fall back, you moron before they put you back in oblivion."

Gonder roared before flying up. "Spike, no!" yelled Twilight.

Gonder turned to spit one last fireball, before him, Spy Streak, and the remaining Vehicons vanished. The ship circled once before landing, more of the mechs and humans in carapace armor running down the ramp. "We have to go!" yelled one of the mechs

An announcement said, "Attention, Starfury pilots. Cybertronian fighters have opened fire on the evacuation transports..."

"But we can't let them take Spike," said Rarity.

"You stay and you're dead!" snapped the leader.

"Anyways, if those goons followed us here, they'll follow us anywhere, bringing Spike with them," said Matt.

"The sergeant's right. If they follow us where we're going, they'll wander into our terms," said the leader before snapping "NOW MOVE!"

The civ-transport, Mayflower, broke apart under weapon fire from several jet Decepticons before a second rave was chased off by NSC Starfuries. Behind them, a Decepticon battleship was being turned in two by a mercenary battlecruiser.

The Autobot fleet was taking advantage of the chaos to slowly get closer. Proteus glared at the huge NSC ship in the dry dock. Now they were getting closer, they could see hundreds of cannons clustered over the heavily-armored hull. "Preparing to drop bomb in 3...2..." said a voice over the com before a proton beam lanced up from the surface, slicing the bomber ship in half, one of several among the fleet.

"Magnus is just going to let Paradron fall into enemy hands," muttered Proteus, "If I had Alpha Trion's power, things wouldn't have fallen this far."

"Sir...that...big one's moving," said a crewbot nervously, the Damocles lighting up as it powered up before a comm came in. "Ah'm givin yer one chance. Walk away," said Townes's voice.

"And let you have Paradron? Over my sparkless shell," snapped Proteus.

There was a sigh before Townes said "Goodbye." before the line went dead.

"It's powering up weapons," said a crewbot.

"Then blow them up first," said Proteus, "The NSC is clearly an enemy state."

Proteus's ship and their escort fired, their blasts sailing towards the Damocles, only to impact a blue shield. A second later, a hail of railgun rounds ripped into the only other battleship on its side, the ship shaking before explosions ripped along its side as its shields failed, and still the Damocles continued to fire till the ship was burning fragments.

A second later, it began firing at every enemy ship in range as it turned to face what was left of Proteus's fleet, a blue glow coming from below presumably where the bridge was.

From Ultra Magnus's ship, the Supreme Commander watched the destruction of the Autobot fleet by both the Decepticons and NSC. "Sir, orders?" asked Dai Atlas.

"Transmission from Proteus. He's requesting reinforcements," said a crewbot urgently, before everybot covered their eyes at a flash of light from the Damocles. A brief white beam had lanced out, striking Proteus's command ship, more energy shooting out to its escorts. The universe seemed to hold its breath before every ship in Proteus's fleet exploded at once.

Ultra Magnus uncovered his eyes to see the floating debris of what was Proteus's fleet. "Paradron has fallen," said Ultra Magnus, "We have only one recourse left."

"Commander Starscream...wh...what are your orders?" whimpered a crewbot, the Decepticons having seen the same thing. The Damocles was already moving to engage the Decepticons, putting its mass between them and the planet.

"Blackout, you've taken out two Omega Sentinels. This ship can't be harder to destroy than them," said Starscream.

"Too much flak. My wing cannot get close enough to be effective," snapped Blackout's voice over the communicator, in a frustrated tone.

"Well, if we can't have the energon, then no one can," said Starscream.

"It's charging its main guns again," called a crewbot, this time two yellow beams launching out, striking two Decepticon carriers and ripping them apart.

"Then circle around the planet and drop the warheads," snapped Starscream.

"I think the Autobots are planning to do it for us..." said another crewbot, pointing to Ultra Magnus's fleet.

"Well, as I see it, we forced the Autobots to give up a valuable commodity," said Starscream, "I think Megatron will be pleased with that."

"Shall I order a...tactical withdrawal?" said the same crewbot tactfully.

"That's just what I was about to say," said Starscream.

"Ultra Magnus, they haven't finished their evacuation," said Dai Atlas quietly, the Decepticons clearly turning to leave, the NSC's new warship destroying another of their ships as they ran.

"Wait until the last ship has left orbit," said Ultra Magnus, "Then we drop the bomb."

"Is it necessary at this point?" asked Dai Atlas. "The Decepticons know where Paradon is now," said Ultra Magnus, "We won't be able to defend it without stretching the rest of our forces thin. And I'm afraid we cannot count the NSC as allies at this point."

"Ultra Magnus, their combat ships are on an intercept course," said a crewbot nervously, Dai Atlas and Ultra Magnus seeing the NSC fleet reformed, the Damocles at its head. "Ordinance reports the bomb's ready...but if that fleet gets too close, we'll never fire."

Townes's voice sounded, "Ultra Magnus, by the authority of the Nullspace Security Coalition, Ah order you to power down your weapons and prepare to be boarded."

Ultra Magnus sighed. This was where he had to make the tough decisions for the sake of all Autobots. "The Autobot Commonwealth does not acknowledge the authority of the Nullspace Security Coalition," said Ultra Magnus, "And we cannot allow Paradron to fall into enemy hands."

"Don't make me shoot y'all down. If y'all don't surrender before we enter range..." began Townes.

"It is you who needs to get out of range," said Ultra Magnus, "Dai Atlas, deploy the omega bomb."

Dai Atlas sighed, pressing the control to fire.

"They just fired ordinance at the surface!" yelled a crewman, Townes seeing the dot showing it heading for Acheron.

"All capable ships, emergency jump!" he snapped.

The manta ship flew through the wreckage of the fleet as the omega bomb shot past them. "Erm...what was that?" asked Rainbow Dash.

The captain of the ship said sadly, "It's the end."

The dot sailed down into the dark before there was a bright flash, orange cracks spreading out from impact. Blazes of pink energy shot up high into orbit, one glancing a civilian ship which exploded. "Helm, get us out of here!" snapped the captain.

The ship's thrusters hit their maximum as fiery cracks spread across the planet's surface. "What was that?" yelled Twilight over the noise of the engines. More ships were being caught in the blast while others seemed to suck into themselves, space seeming to bend as they vanished.

"Prepare to warp," said the captain.

The girls and Matt watched as Acheron seemed to bloat before, just as the image vanished, it seemed to become a second sun, before space was transformed into a kaleidoscope. "Jump successful," said a crewman.

"Did...did they..." said Applejack weakly.

"Yeah...they did," said Matt grimly.

"The Autobots had to do it to keep a valuable resource out of enemy hands," said the captain stoically.

"But...not everyone was gone..." said Pinkie, her mane going flat.

The captain took his helmet off to show a fox head. "It's war. The Cybertronians feed off energon. If their enemies had gotten it...it's logic; scorched earth," he said, before saying, "Captain Felis, Division 66."

"Er...this is still an NSC ship, right?" asked Matt.

"Division 66 is part of the NSC." said Felis.

Matt gulped. "Wait...I heard stories. You're Darkrift. The NSC monster hunters," he said nervously.

Felis smirked, "Indeed. We rather like the name the public has for us."

"Wait, are we the monsters here?" asked Rainbow Dash.

"That's our job to decide," said Felis, the girls and Matt noticing the room they were in was empty, Felis stepping through a door behind him, a blast shield dropping. His voice came over a speaker, "I honestly wish you'd not involved the merc. We've followed his career closely and he'd have made a great agent." Then green gas began to flow in.

Fluttershy gasped before holding her breath. "Uh, Fluttershy, we're robots, remember?" said Applejack, "As in we don't need ta breathe?"

"That's why the gas has a fun little piece of tech we found in the Concodia Cascade on a destroyed ancient ship. It should have the same effect," said Felis's voice, before the girls realised Fluttershy wasn't faking.

"But we're not even-" started Pinkie before their optics started dimming.

Matt and Twilight both began firing at the door, even as the room span.

"Insistent, aren't they?" said Felis sadly, watching the feed as the last of the group collapsed.

"We'll be at Command one in 30 minutes. They have containment primed," said a crewman.

Felis nodded before looking at the group and repeating to himself, "Such a shame..."

Cryotek wasn't very pleased himself. "Spy Streak, did we get our objectives mixed up?" asked Cryotek, "The goal was to grab the ponies, not the dragon."

"The mission had to change on the fly," said Spy Streak, showing footage of the Division 66 ship. "Whoever they are, they're so secret I can't find anything on them. We're probably lucky the trackers are still working at all. Any facility they have will need every edge we can get...like a purebred Predacon."

"That's one way to look at it..." said Cryotek as icy mist flowed from his dragon mouth, "Though I could also say you got so focused on the Predacon that you let the true objective slip away."

"I watched that ship of theirs soak up weapon fire like it was nothing and vaporise a Reaper-class frigate in a single shot on approach to the planet," said Spy Streak, calmly, "I did what I could...but I warned you there was little chance this mission would go off glitch free."

Cryotek sighed in frustration. "I am so close, so close, to claiming the ultimate prize. And I'm at great risk of losing my only chance at it. Can you imagine how that makes me feel?" asked Cryotek.

"As annoyed as Megatron, sir. Gonder can be useful. He's a hunter...and if all else fails, he'll distract their forces once we locate where they are," said Spy Streak.

"All I'm saying is that this had better be our last stop before finding the prize," said Cryotek, "Otherwise, I am going to have to replace a lot of crew."

"Sir, if this force is as powerful as I suspect, you may have to anyway," said Spy Streak.

Cryotek glared at Spy Streak and said, "I wasn't talking about casualties of battle." A stream of icy liquid shot from the dragon's mouth and froze up a section of the floor.

There's another chapter, if a short one. This time, the story takes place in the universe of Transformers Animated, specifically during the Great War that happened long before the first episode of the show. We have several familiar characters, including Ultra Magnus, Starscream, and Blackout. Dai Atlas was featured in the AllSpark Almanac so I thought he was appropriate to add here. Proteus is based off of the senator of the same name in the first IDW comic continuity. And Paradron is a planet that appeared in the G1 episode 'Fight or Flee' and was mentioned to have been destroyed in the AllSpark Almanac.

Anyways, it looks like a big setback for our heroes, though at least we won't have to worry about Dante anymore. But things are hardly over at this point. The next chapter should be coming soon, perhaps by the end of the week. Keep an eye out for it and please review.

The Enigma of Combination

Maximares Rising

Chapter 11: The Enigma of Combination

This wasn't the first time the girls have woken up in captivity in an unknown location. As a matter of fact, they were downright sick of it now.

"Ok, Matt’s got some dodgy friends," said Rainbow Dash in annoyance.

"Pretty sure they ain't his friends," said Applejack.

"So what kind of cell are we in this time?" asked Rarity, scanning around.

A single porthole could be seen, out into a multicolored nebula, the girls’ sensors going nuts. "We must still be in transit," said Twilight.

"How are we gonna get out of here?" asked Dash, looking around for a door.

A section of the far wall opened at that, the Junkions pushed in before the hatch sealed again. The Junkions looked like they had been poorly handled, considering how many pieces they were in. "Guess we 'opped on the wrong ship," said Gryme.

"But on the bright side, we didn't lose the girls," said Trub.

"We lost Spike," said Twilight sadly.

"Thought this place was roomier," said Trub as she tried to sort out her parts.

Fluttershy stared before she said, "How can you be so...calm? We've been botnapped."

"Things always work out," said Gryme. Just then, Trub beeped something in annoyance. "No, this is my fuel pump," said Gryme.

The group stared before Twilight said weakly, "How are you still active? You're in bits."

The Junkions exchanged glances before Gryme said, "We don't really know. Seems ta be a thing all Junkions can do."

"We try not ta question it, luv," said Trub, "Otherwise, our processors might realize we're supposed ta be offline."

"Huh, I wonder if Waspinator is part Junkion?" asked Pinkie.

"Did you see Matt on the way in?" asked Applejack.

"Didn't see much but the inside of a box," said Trub.

There was a buzz at that, a voice saying, "The deserter’s just fine..."

"You don't have to treat him like this," said Twilight, "He was only trying to take us back home."

"He deserted his post, not our call," said the voice before a hologram of a raven-haired female human appeared, "My name is Director Sino. You'll be guests at my facility."

"I'm hearing 'guests', but I'm not expecting courtesy," said Rarity.

"Well, we are at war. Can't blame me for being sensible," said Sino calmly.

"How many times do we have to explain we're not part of this war?" asked Twilight, "We were dragged into this by a rogue agent."

"Would you call Cryotek a rogue agent?" asked Rarity.

"Ah could call him a lot of things Ah shouldn't say in polite company," said Applejack.

"We only have your word for that. Unsurprisingly, lie detectors don't work on robots," said Sino, her voice slightly colder.

"So what, you gotta plug into our brains and look at our memories to-" started Pinkie before several of the Maximares hushed her.

"No, we have more than enough information in that aspect. There is something else you could help with. We've been asked by the council to give our troops an edge," said Sino, her smile now sharklike.

"I don't like where this is going," said Fluttershy.

"I doubt you will. Cooperate and you might survive the end of this war," said Sino.

"And how long would that be?" asked Pinkie.

"Who can say?" said Sino smugly, before saying, "And I wouldn’t worry about your friend. He's already 'helping'." Her hologram vanished, the door opened and two mechs came in, aiming.

"Blue one, move it," intoned one of them.

"I don't have to move if-" started Rainbow Dash.

A blast from the mech almost parted her mane at that. "I said move it, toaster," snapped the mech.

"Ok, ok, fine," said Dash, "You guys could learn some better manners."

She was led down several tunnels and into an open room. It was a little surprising to find Matt there, albeit strapped to a chair. "Dash, they been treating you well?" asked Matt casually.

"Been better," said Dash, heading over to get Matt free.

"Ah...I wouldn't," he said warningly, nodding his head up slightly to point out turrets in the ceiling tracking them both.

"So what do you think they're wanting with us?" asked Dash.

"I dunno but everyone’s heard the stories of 66. Monsters...viruses...killer technology...you name it," said Matt cautiously before his restraints opened with a click. "Ok, that's a slight relief, but not much," said Matt.

"Stand by for test," said a voice over the room’s speakers, a hatch in the middle of the room opening and a canister slowly rising. "Stand by to release Chemical 44-Delta 5," said the speaker.

"Chemical 44-what?" asked Dash. The canister’s top raised slightly a hissing noise heard, Matt backing up. After a while, Dash asked, "Do you smell something?"

"Not really," said Matt, "You?"

"Something faint, but it smells kinda bad," said Dash.

"No effect, stage 2," said the voice, the room’s sprinklers setting off.

"Ok, that's just annoying," said Matt.

Dash however began to feel ill, more so the more the sprinklers went off.

"Uh, Dash, you ok there?" asked Matt with concern.

"Feeling...weird," said Dash.

The voice said, "Notable negative reaction...prepare to up concentration."

At that, a panel on the canister opened up, revealing a sickly green crystal inside. Matt was concerned by the fact there were visible fumes coming off it. Rainbow Dash’s knees immediately buckled before she fell over.

"Still no reaction on organics. We might have something," said a different voice over the speakers, Matt glaring before trying to kick the canister over. The turret immediately swiveled to point at Matt.

"This is insane!" snapped Matt, pushing against the canister.

The voice said, "The subject will step back."

"What is this thing anyways?" asked Matt.

"A crystal we recovered at a Cybertronian base. It seems to have an adverse effect on Cybertronians," said the voice of Sino, "Chemically, it seems similar to their primary fuel source, energon. But it appears this is a form of toxic byproduct."

"This is inhumane!" snapped Matt.

"They are not human," replied Sino.

"Well, neither are you!" snapped Matt.

"Cute, ok, that’s enough," said Sino. The canister sealed itself before lowering into the floor.

"Dash...you ok?" asked Matt

"I feel sick..." groaned Dash.

"Take her back to her friends. We'll be testing on Lynch next," said Sino.

Matt paused and probably would have run to the door, but the turret fired a shot a few inches in front of him.

The girls and Junkions stared in horror as Dash was pushed into the cell, looking the worse for wear. "Dash! What did they do to you?" asked Twilight in concern.

"They tested some sort of toxic energon," said Dash, weakly, being helped over to where she could sit down.

"Toxic energon?" asked Applejack.

"You know how bad your stomach feels when you eat a bad apple?" asked Dash.

"Uh-huh," said Pinkie.

"It's like that, but worse, and everything hurts," said Dash.

"They tested it on you?" said Twilight in shock.

Dash nodded, "And Matt too..."

"What happened to Matt?" asked Fluttershy.

"Mostly he got mad, but nothing else," said Dash.

The door opened again letting in two mechs again, the lead mech pointing at Twilight. "You...move it."

"What?" asked Twilight.

"Have to test for variables," said the lead mech.

Matt meanwhile was spending his time in a containment cell with some creature recovered from a prison planet Division 66 ran.

Matt looked at the large wolf for a while before asking, "So...what are you in for?"

The humanoid wolf huffed in an annoyed tone. The first few minutes of the cell had been a lesson in how fast Matt could run till they'd both gotten dizzy. Now they'd, through unspoken agreement, were staying on opposite ends of the cell.

"Me, I'm in here because apparently I'm the only non-xenophobic member CPS," said Matt, "The only person who tries to see robots as something other than war machines."

The wolf’s eye twitched as Matt continued "I mean, did you ever think that a trip to a museum would eventually end up in this situation?" before the wolf snapped "By Hircine, I CAN'T TAKE IT ANYMORE!! GUARDS! PLEASE JUST TAKE THIS CHATTERBOX AWAY BEFORE I SNAP!" the wolf wailing the last part, clutching its head.

"Huh, some people are so highly strung," muttered Matt, the guards dragging him out. After heading down the hall, Matt asked, "So, going to see what other chemicals I react to?"

"He was supposed to infect you," snapped a guard.

Matt snorted and said, "Like I'd ever become a werewolf."

"Urgh, where are they taking us now?" muttered Dash as the 6 were pushed along. Twilight had returned in even worse shape, shaking from exposure to the crystal. It was pretty clear being Transmetal offered no protection from this Tox-En, as Pinkie had named it. And she and Fluttershy would probably be tested with it to see how it affects robots that are closer to organic.

The group were pushed into a room to see a mech, Sino's voice coming from it. "Ah...our brave test subjects arrive," she said jovially.

"I'm pretty sure this is breaking one of the rules of war," said Twilight.

"So's dropping kinetic rods on civilian settlements or destroying inhabited colony worlds but that certainly didn't stop your leaders according to the report from the ship that brought you all here. The evacuation was certainly incomplete," said Sino icily.

"STOP LUMPING US WITH DECEPTICONS!" snapped Twilight, green lightning flaring from her horns, "HOW MANY TIMES DO WE HAVE TO TELL YOU WE'RE NOT WITH THEM?!"

"I'm not impressed, girl. I've fought creatures that would send you insane from looking at them. You really think some pyrotechnics will impress me?" Sino said darkly.

A voice over the intercom said, "Ready to proceed, ma'am."

Sino seemed to calm down. "Well...given you insist on this story, I'll take the information from the sergeant," she said calmly.

"Hasn't Matt been tellin' ya the same thing?" asked Applejack.

"Mr. Lynch has a habit of buying every sob story he hears and signing contracts without reading the fine print. That might account for that incident with the Maelstrom Star," said Sino.

"Matt is not stupid," said Rarity, "Reckless, certainly, but not stupid."

"Then give me information. Where's your homeworld?" said Sino, the view below showing Matt being led over to a circular booth and strapped inside.

"And how would we know you won't try to loot it?" asked Twilight.

"Loot it?" said Sino, generally surprised, "No, no, no...we're going to pass the information onto the navy and we'll end this war decisively."

The girls exchanged a look. "Well, it wouldn't do you any good," said Twilight, "We're not from Cybertron. And the way you say that would make it less likely that we'd want to tell you about where to find Cybertron."

"Couldn't really tell you anyways," said Dash, "We've never been into space before we were abducted."

"Fine, I gave you every opportunity. Proceed," said Sino coldly, a male voice saying "Preparing mind probe."

Sino said, "A nasty little piece of technology some prospectors found in the Lavira sector. It forcibly drains memories, some sort of interrogation device. It tends to sends the subject irreparably insane."

"WHAT?!?" yelled the girls.

"I gave you every chance," said Sino smugly.

"And we've been telling the truth at every time!" yelled Twilight, "Why won't you believe us?!"

"Because people lie," said Sino smugly before an alarm began to ring.

"Ma'am, we got a problem; the machine appears to be...self-deleting its software," said a voice.

"That's impossible," said Sino.

"We tried ordering it but it just keeps printing the word 'Nope' over and over," came the reply.

Sino's mech swiveled to look towards Matt. "Well, this certainly says a few things about your friend," she remarked.

"That he's already nuts?" said Dash with a smirk.

Sino snapped, "Take them back to their cells...and take him back to Cell 419...what do you mean Subject 419 threatened to shoot itself if he came back unless we give it earplugs? What sort of werewolf is he?"

Cryotek had been pursuing the test subjects' signal very closely now. Any closer and it would tip off the fleshbags who had them.

"We've pulled as much information as we can on this Division 66. If they have what we're looking for, we'll never get it," said a bot, sending him a file, "A frontal assault would result in us all going offline."

"They must have a back door somewhere," said Cryotek.

"We managed a small scan. I think they might have a space bridge on board...or at least part of one," said the bot.

"Well, that would certainly be a start," said Cryotek.

Just then, Scavenger came in and said, "Uh, boss, the new bot's kinda been acting up."

"How so?" snapped Cryotek.

Just then, a Vehicon's head rolled in. "I said I'd be back in 2 cycles," said Scavenger.

"Gee...I wonder what’s worse? Inconveniencing you OR HAVING MY HEAD TORN OFF!!!" snapped the Vehicon, both bots deciding to let it slide this once. Poor guy had clearly lost his head.

Cryotek turned to Dirge and said, "See if you can get a lock on that space bridge. It will be our only way in."

Dirge paused before asking, "What if it’s not here? They didn’t exactly come here voluntarily."

"Perhaps, perhaps not, fate has an odd way of guiding things," said Cryotek wistfully. The other bots gave him an odd look. "That being said, if it's not there, we'll just take our pony-bots, keep them under tight lock and key, and use them like the compass they were meant to be. Now stop standing around and link us to the space bridge!"

"Yes, sir. Urgh," said Dirge, stomping off, before pausing, "What about the Predacon?"

"He'll be the first one through," said Cryotek smugly.

Dirge grinned, "I'll get to work right away."

The Junkions were next into the test chamber, the Tox-En canister rising without fanfare.

"Waste of time, if you ask me," said one of the mech troopers.

"Waste of metal, if you ask me," said another mech trooper as he threw in Koff.

"Yeah...these flimsy things'll keel over in no time," sneered another, tossing the last two in and sealing the door.

Koff gave a few offended beeps. "No, I don't like these plonkers either," said Gryme.

Trub was looking at the canister. "Erm...girls?" he said nervously.

The Junkion sisters looked at the canister opened, revealing the sickly green energon inside. "Ooh...don't like that color..." moaned Gryme.

"I'm not feelin' well, lasses," said Trub, backing up. The Junkions were tottering on their wheels before they fell over like cut grass.

After a minute, the door opened, the mech troopers coming in as the canister lowered. "Don't know what Sino expected," said one mech trooper as he picked up a Junkion's body.

"You know she likes to be thorough," said the other.

"Lets just toss em in the scrap," said their leader angrily.

"Right where this junk belongs," said the first mech trooper.

Twilight sighed, quickly realising she was dreaming.

As dreams went, this one was pretty unremarkable. For one thing, she was lucid enough to not dismiss any of the strangeness of her dream. Another was that it was just showing her the cells where she and her friends were being kept. But then it moved outside of the cells and zoomed down the halls. Fast enough to show it was a considerable distance but slow enough so that she could remember the details.

The view swept past hundreds of cells, some empty, some with strange pieces of technology, including one resembling some sort of giant fork and some...occupied by things ranging from monstrous to things Twilight tried to avoid looking at till it came to a stop on a blast door.

There was a keypad on the door, but the code flashed upon the screen clearly for Twilight to see before the door opened, a bright, rainbow-colored light glowing within.

Twilight paused before a kindly voice said, "Well, are you going to stand there all day, child?"

"But I-" said Twilight.

"You've come all this way for a reason," said the voice.

Twilight paused before walking in, calling "Ok...where are you?"

The light cleared a bit. Inside the room was a pink glowing sphere. Strips metal were orbiting around it in a spherical shape. "The end of your journey is close," said the voice, "This will be your last stop."

Twilight shot upright at that. "Girls, we need to get out of here," she said in concern.

"Gee, you don't say?" asked Dash sarcastically.

"No...there’s something on here," said Twilight before looking around, "I know what you have locked up."

"And she's gone cuckoo," said Dash.

"Leave her alone. She still has that Tox-En in her system," said Pinkie.

"It’s in room..." began Twilight, thinking back before called "1001." before Sino's voice said "Well...now I really am interested."

"What is?" asked Rarity.

There was silence before Sino said, "Something that's been asleep since we found it, after it crashed our most powerful scanners."

"Which could be a doomsday weapon for all we know," said Fluttershy.

"No...I don’t think it was that," said Twilight quietly.

"Does it matter? Not like they're gonna let us anywhere near it. Or out of these cells for that matter," said Applejack.

"That is true. But if its talking to you which means there's something special about you." said Sino.

"Why is it that when people say we're special, they don't mean it in a way good for us?" asked Rarity, "Or am I just thinking of recent experiences?"

"We'll need to do some more tests," began Sino calmly, adding, "But that can wait till tomorrow."

"Oh goody," said Dash dryly.

Matt meanwhile was being led to the next 'test', looking up at what looked like a giant fork. "Ok...what am I meant to do with this?" he called.

A male voice said, "Just approach the device."

"Is this a mutation ray?" asked Matt.

"Just approach the device," said the voice, Matt rolling his eyes and walking forward.

Energy crackled around the prongs before a small orb of blue energy appeared between them. "Erm...is that meant to do that?" called Matt, the voice replying "Ok...it seems normal." though Matt could make out faint panicked voices.

The orb of energy started growing larger. "Ok, the test’s over," said the voice, the door opening to let in a team of mech troopers.

"For the record, I didn't do that," said Matt.

"Don't flatter yourself," said one trooper.

A shot came out the orb, flash freezing one of the mechs at that. Then a blue robotic dragon emerged from the orb before quickly breathing ice at the other mechs.

"Breach, we got a-" began one of the mechs before the stream swept over them, the dragon turning to look down at Matt.

"Still staying around?" asked the dragon, "You should have stepped away when you had the chance."

"I've seen bigger dragons," said Matt, Cryotek raising an eyeridge as his sensors said the human was speaking truthfully.

"You really are weird," he muttered, flicking Matt away.

Shortly after that, Gonder came through the portal. "You already took them out?" he asked in annoyance.

"I doubt this is all they have. Take your team and engage their forces. No organic prisoners...except that one. I don't want to risk his craziness being contagious," commanded Cryotek, pointing at the unconscious Matt.

Gonder snorted a bit of fire before heading through the door. Of course, that meant ripping it off its hinges and bending the door frame.

Cryotek counted as some drone troopers followed before hearing a hail of weapons fire. "Ah...all muscles, no brains," he muttered, checking his scanners and grinning. It was here. At long last, this treasure hunt was almost over. All he needed now was to get to the X.

The girls looked up as alarms were heard. "Trouble?" said Dash cheekily to the speakers, only for no reply to come, before an automated voice said "Intruders in storage sector 9. Casualties at 45%. Arming self-destruct charges as per protocol."

"Any chance it's Cryotek?" asked Fluttershy.

"Who else could it be?" asked Applejack.

A familiar roar was heard at that, Twilight saying faintly "Spike." before a human scream was cut off shortly afterwards.

"You mean Gonder," said Dash, "And I don't think he'll want to help us."

"No, Spike’s still in there," snapped Twilight, the lights flickering before the door opened a crack.

The girls exchanged a glance. "You don't think..." started Rarity.

"Let's see if we can open it wider," said Applejack before extending her piledrivers.

The door was forced open slowly, sparks flying in time for 3 of Cryotek’s Vehicons to walk round the corridor’s far corner, firing at something in panic before a Cybertronian grabbed them and tore them to pieces, its eyes glowing purple as it turned to look at them, revealing several holes in its chassis.

"Zombie-bot?" asked Rainbow Dash.

"I reckon so," said Applejack before opening fire at the bot, aiming for the head in particular.

The Cybertronian paused from the shot before shrieking and lunging, all 6 opening fire at once, shredding the bot till its optics finally went out. "Warning: Containment failure: Section 1. Warning: Containment failure: Sections 2...3...4...5...6...full containment failure. All personnel to escape pods. Station will be thermal cleansed in 10 minutes."

"Looks like we don't have time to waste," said Twilight, "We need to grab the Junkions, Matt, and Spike and get out of here, in that order."

"If he wants to come," said Rarity sadly.

"Alert. Dark Energon subjects are converging on brig. All cybernetic personnel evacuate," said the computer, 3 more zom-bots running into view, ready to lunge before a green blast slammed into them, just green melted metal seen when it cleared.

The girls turned to see Sino's mech, a rather lethal-looking cannon in place of her mech’s right arm. "Bloody toasters. What are you six doing out of your containment cell?" she snapped.

"And wait for the zom-bots to come in and get us?" asked Dash sarcastically.

Sino shrugged. "Good enough. Sergeant. Take them to a ship under guard. We're moving to Site 2," she snapped, several troopers walking forward, before she said icily, "I'm kicking these bastards off my facility."

"Just a minute. What about our other friends?" asked Twilight.

"Who? The junker bikes?" asked one trooper, "Threw them in the scrapheap."

"They didn’t survive the test," said Sino, before she snapped, "Now get them gone."

Matt fell down into a knee high puddle of...let's be generous and say 'juices'. “Urgh...Star Wars made this look easy," he muttered. He’d come round to utter chaos; prisoners, Vehicons and security in a three-way fight. He thought he'd even seen Spike...Gonder at one point. He'd been forced to dive down a trash chute.

"So help me, if there's some tentacled freak down here," muttered Matt. He yelped as something moved out in the pieces of trash. "Oh nuts," he muttered, before hearing a voice snapped "Slag me, me 'ead’s aching."

The Junkion sisters pulled themselves out the trash, looking oddly at home here. "What are you three doing here?" asked Matt.

"They thought we was all done and threw us in the trash ta rot," said Gryme. "But we were forged and raised in a scrapheap," said Trub.

"Good for you. Where's the door?" Matt snapped.

Koff pointed one finger upwards.

"Bull, there needs to be a door for engineering staff," snapped Matt, looking around, a distant banshee shriek heard above. "Also, give me a blaster please," said Matt promptly, keeping his worry out of his voice.

The sisters glanced at each other before noticing something in the trash. They quickly started picking up pieces and putting them together.

Matt, meanwhile, pulled some bits aside to reveal a pair of doors. "Found the door," he called, trying the keypad and growling as he got a buzzing noise.

"And 'ere's your key, guv'nor," said Gryme, hanging Matt a blaster.

"Good. SCREW YOU, DOOR!" snapped Matt, aiming at the door, firing and being thrown over the Junkion’s head, the blast removing the door, and the Vehicon team that had been waiting in ambush on the other side...and the wall at the end of the corridor too. Several escaped...things looking at each other through the hole before running away making 'yipe' noises.

"Y'alright, guv?" asked Trub.

"What kind of power cell did you put in this thing?" called Matt.

"Cybertronian one, guv. Lotta scrapped down ‘ere," said Trub

Matt said, "I like this gun." before he said, "Ok, plan: we get the girls, steal a ship and head somewhere out of the way."

"I can work with that, but ya ain't much of a runner, are ya?" asked Gryme.

"Running’s no good if you dunno where to go. This is an old Type 13 station. I know where the escape shuttles are," said Matt with an insane grin.

"Then we should help ya get there quicker," said Trub before the Junkions transformed to motorcycle mode.

"But I don’t know how ARRGH!" yelped Matt, screaming as Trub grabbed him.

The girls sighed as they were led along. Every so often their 'escort' would open fire on attackers. "Ok...we wait till they're busy, then we run for it," said Dash quietly when their 'escort' was distracted again.

However, Twilight was finding herself getting distracted. She could tell they were getting closer to Room 1001. "Erm, Twi?" asked Applejack, nudging her as the group arrived at a T junction. Their 'escort' were heading straight, but her instincts or her guidance system was telling her to go right.

A blast threw their guards flying, the other troopers firing, and Twilight took her chance, ducking down the side corridor. The girls probably should have questioned where she was going, but they trusted Twilight to know what she was doing. Anyways, it would probably be better than staying with these jerks.

"Twilight, I really hope you know where you're going," Rarity called, before they saw her pausing at one of the few closed doors in the corridor.

"It's here," said Twilight.

"What is?" asked Pinkie.

"I don't know, but it's the reason we've been through all this," said Twilight.

An electronic eye scanned Twilight before a voice said "Access denied." Twilight glared and her horn glowing, the door creaking before bending out and being torn off its hinges.

Inside the room was a pedestal over which hovered the glowing red sphere of energy and the metal shards orbiting around it.

"Twilight...this is what caused all this?" said Fluttershy, walking into the room.

"I think this is what Cryotek has been searching for," said Twilight.

Applejack nodded. "Ok...then we smash it. Anything that varmint wants ain't no good," she said, taking a step forward, readying a blow before there was a flash, her blow having hit a shield.

However, the sphere seemed to have taken notice. The floating metal shards slowed their orbit before they fit themselves together to form four large metal triangles which sat at the 'corners' while the core became partially encased in metal.

"There's no need for violence, Miss Applejack. We're all friends here," said a calm voice that reminded the girls of Celestia.

At that, there was the sound of a distant explosion, along with tearing metal, inhuman screams, and lots of gunfire.

"No!" cried Fluttershy.

"We need to go help them!" said Rainbow Dash.

"We oughta be kickin' them cans!" snapped Applejack.

"We probably ought to find a way out of here now," said Pinkie Pie.

"And what are we supposed to do with that crystal thing?" asked Rarity.

"Everypony be quiet!" snapped Twilight, "We can't be fragmenting now. We have to stick together."

Just then, the crystal core lit up again and a wave of red energy spread out across the room.

The next thing the Maximares knew, they were floating in a white void.

"Who are you? More humans trying to find secrets not meant for them?" snapped a voice from everywhere at once.

"No, we're just a bunch of lost ponies that got put into robot bodies," said Pinkie, not sounding the least bit weirded out because of her environment.

"You are very lucky I can read the minds of those linked to me. Come to think of it, I do remember visiting a planet full...nah, it’s probably an alternate planet. So, who are you?" said the voice.

"I am Princess Twilight Sparkle of Equestria," said Twilight, "These are my friends, Applejack, Pinkie Pie, Rainbow Dash, Rarity, and Fluttershy."

"Wait...that sounds like...are you from planet Equus in Dimension 31?" asked the voice.

"I don't know about the dimension, but Equus is definitely our homeworld," said Twilight.

Then an image of an enormous bot appeared before them. His limbs had a slightly mismatched look and there were parts of them that were constantly rotating, folding, unfolding, swiveling, and repositioning themselves. "So, the Elements of Harmony have found my Enigma of Combination," said the robot.

"Y'all know about the Elements?" said Applejack suspiciously

"Of course I do. The Tree of Harmony grew with the energy of my Enigma," said the robot, "I left a sliver of the Enigma behind to fuel your tree when I left. I am so pleased to see that it has borne fruit and that it has such a good charge. I would have thought it would have needed recharging by now."

"Well, sorta... Wait a minute, how could the Enigma be yours and how could you be involved with the Tree of Harmony?" demanded Twilight, "Who are you?"

The robot smiled and said, "Of course, we did try to leave behind as little evidence as possible and make sure the memory of us would fade into oblivion. I am Nexus Prime of the Thirteen and the Enigma of Combination is my artifact."

Nexus smiled warmly before frowning, “It makes me sad to know my people are trapped in not only a civil war, but that their war has drawn these lost sparks in as well."

"Wait a minute. How could you possibly have visited Equestria before?" asked Rarity, "Sure we would have remembered if we were visited by aliens."

"You don't recall the last time aliens visited your world. Your memory chips were suppressed so you would not seek these humans for aid," said Nexus. He paused before saying, "Then again, there is a slight time difference."

"Time difference?" asked Rainbow Dash.

"Yes. The Matt you have been travelling with is a past version of the one you met. His first encounter with your planet happens after this adventure," said Nexus.

"How do you know that?" asked Pinkie Pie.

"Because the Enigma doesn't just create combiners. It brings unity of mind. In here, our minds are open to each other, though the effect is diminished on you. You wouldn't be able to handle the full power of the mind meld," said Nexus.

"How long after?" asked Dash suspiciously.

"About two of your years," said Nexus calmly adding darkly, "This is going to be a long and cruel war for all sides involved."

"So, were we forced to forget about your visit too?" asked Fluttershy.

"No," said Nexus, "I visited your planet long before you were born, before your Princesses were born in fact. Perhaps it would be easier if I show you instead of just telling you."

There was another flash of light and the group found themselves on a ship bridge, a still scene before them. "Behold...millennia before your people recorded history," said Nexus before clicking his fingers and the image starting to play.

A slimmer version of Nexus glared with a grim look at a viewer image that showed a starship graveyard. "Report,” he said.

A smaller bot said, "We were too late. Atlantean and Ashen forces have already clashed. I am reading significant surface damage...off the scales. The south continent is sterile and the north continent has suffered 78% damage. There are still lifesigns but at this damage it is only a matter of time. It seems the Atlanteans care little though. I am reading their rescue ship’s already leaving the system."

"You would think organics would care more about nature," said another robot. This one was built a lot like a black-armored centaur with additional wings extending from his humanoid back. His helmet looked more like a bird's head than ornamentation, only his independent robot eyes and a mouthplate were seen within.

"We are not so different in some ways, Onyx," said Nexus.

"Nexus Prime? What are your orders?" said a crewbot.

"It's not just my orders. It's mine and my brothers' orders," said Nexus Prime.

"Brothers and sister," said a slightly annoyed female voice. A fembot walked into the bridge. She was shorter and slighter of frame than Nexus, but she was still very tall for a femme. She was definitely not the type of girl to waste time with feminine things. The apron-like part of her armor was definitely meant for a smith, not a cook. The huge hammer she carried in one hand glowed with an inner light.

"Of course, Solus Prime," said Nexus, "I was just waiting for everyone to gather. Where is Micronus?"

"Present!" called a voice as a smaller robot floated in. He was tiny compared to the other three, but still big for a Mini-Con. A transparent glowing bubble surrounded his body and an amused look was on his face. "So, we're voting on whether or not to help the organics here?" he asked, "Should we really be interfering?"

"They won't last long without help," said Onyx, looking at the planet, "The natural forces of that world have been almost completely destroyed. The planet won't even rotate on its axis now. Even the moon has become tidally locked."

“Actually, it appears the planet has always remained fixed in place,” said Solus, “See, their sun is a miniature star that orbits their planet, but it appears it has also become tidally locked.”

“Hmm...you don’t see many geocentric planets like this,” said Nexus thoughtfully.

"What can we do though? It'll take months to get a terraformer here and even longer to program one for the local environment," said Solus.

Micronus floated over to a console and said, "There isn't even human life native to that planet, or humanoid for that matter. Most of the sentient beings appear to be derived from Greek mythology. And it looks like these creatures are the dominant lifeforms of the most afflicted areas." He projected a hologram of the three races of ponies.

"Hmm...interesting...but are you telling me that we have nothing on board that can help?” said Onyx.

"Nothing besides us," said Micronus before looking at the data, "Hmm...it appears that these equines have some sort of magic in them."

"Maybe we can use one of our artifacts to use that?" said the past Nexus thoughtfully.

Solus sighed and said, "I think it'll take more than just that. Those equines have no idea how to run their world now."

"Hmm...ok. Comm, send a message to Cybertron. Tell them we will be remaining here for a while longer," said Nexus.

The scene faded away and Nexus said, "Your world was in a very bad state then. The plants needed encouragement to grow, the weather needed directing, even the sun and moon had to be guided through the sky. In short, you ponies had to take over for almost all of nature.

"We had to guide you in maintaining your planet and stepping in for nature. Solus Prime, our greatest crafter, helped the unicorns with harnessing the power of their magic, which was particularly necessary to keep day and night flowing. Onyx Prime, most attuned to natural forces, showed the Pegasi to move clouds and regulate weather throughout your region. Micronus Prime, smallest but no less vital, helped the Earth ponies tap into their inner potential, particularly with getting the plant life to grow. Of course, each of us helped the others out with their various tasks when we could.

"Eventually though you didn’t need our guidance anymore. The Atlanteans had been brought low by one of their creations and the Ashen went into deep hiding to lick their wounds. Your world was out of danger and we had duties back home."

Twilight asked "Wait...so what did you do?"

"I think you may recall that your races were not very unified at the start of Equestrian society," said Nexus.

"Yes...before the three races banded together into the three kingdoms they were...well..." said Twilight.

"Couldn't stand the sight of each other," said Nexus bluntly.

"Yes...not many books and records exist from before Starswirl but...it was pretty bad before the first unicorn kings," said Twilight.

"Yes, I tried to bring your races together. However, my particular kind of unification is mostly of the physical kind. Even the mind meld of the Enigma can't make an entire race agree on everything, not without wiping out their individuality," said Nexus, "What they needed was something to bring them all together. There wasn’t much I could do at the time, so I returned centuries later. I went to one of the spots of your land where nature still worked, what you call the Everfree Forest."

"Wait...are you saying you made the Tree of Harmony?" asked Twilight

Nexus laughed "Not entirely. It was already planted...albeit badly damaged and drained of power. All I did was give it...what’s the word? A pick-me-up."

The scene shifted to a place that the Maximares all recognized. It was the gulch in which the Tree of Harmony grew. However, the Tree was a lot smaller and looking rather sickly, barely glowing at all. It also lacked the five branches that held the Elements. Even its trunk was bare of the Cutie Marks that should adorn it.

Very soon, a past version of Nexus Prime was seen walking towards the Tree. His shoulder pads detached and converted into Mini-Con-sized troopers. He looked it up and down and said, "Hmm, it seems the planet still has some of its natural magic left." He placed a hand very gently on the Tree which glowed slightly. "Yes, you want the ponies to join together, to protect them from strife. But you don't have enough power, you're barely holding yourself up. But I think I can fix that."

One of his troopers said, "Sir, be careful. Any wounded creature can be dangerous."

"It's a plant. What could it possibly do?" asked the trooper dismissively.

"Both of you, shush..." said Nexus scoldingly before saying, "Go check the perimeter again. We’re too close to hydra territory."

The troopers nodded before moving on. The past Nexus examined the Tree of Harmony before his chest started unfolding. Eventually, the Enigma of Combination floated out and into Nexus's hands.

"It is me, or does that thing look bigger back then?" asked Pinkie.

"It adjusts in size for whoever's holding it," said the present Nexus.

A light shown out from the Enigma and into the Tree. Very soon, the crystalline bark of the tree started shining itself. The Tree grew larger, but the five branches didn’t fully grow, only starting out as nubs. However, on the Tree’s trunk appeared Celesia and Luna’s Cutie Marks, Twilight’s Cutie Mark appeared in the middle of the Tree.

The vision faded. "The Enigma repowered the Tree, allowing it to help repair your planet, though it seems it made your species minds compatible with protoforms," said Nexus thoughtfully.

"How exactly did Cryotek do that?" asked Twilight.

A bright blue light shot out of Nexus's optics, sweeping over the Maximares before fading. "Well, this is most interesting," said Nexus.

"What?" asked Rarity. "It would appear that your organic bodies are still there," said Nexus, "Cryotek has managed to convert your bodies into sparks. That Predacon must be a direct descendant of Quintus Prime. A shame he can't make better use of his intellect."

"How do we fix this then?" said Rarity a little angrily.

"Actually, you have the power to..." said Nexus before his image started to get extremely blurry. Then the white void they were in started to crumble into blackness.

The Maximares awoke in a dazed state. But they were soon to notice that Gonder was leering down at them and that another dragon bot was holding the Enigma. "At long last," said Cryotek, "The Enigma of Combination, the Infinite Combinatoric, Nexus Prime's Puzzle. I have searched so long for this powerful artifact and I have you ponies to thank for finding it for me."

Twilight struggled to find her vocal processor for a second before she said, "That doesn't belong to you."

Cryotek turned to look, mildly surprised. "Oh, you're awake. I don't know how your backwards little mudball works, but in the Predacons, possession is nine tenths of the law...and the last part too. if you were strong, you'd have taken it yourself," he sneered, still looking at the Enigma.

"You...didn't...earn it..." said Applejack as she was trying to stand up.

"Of course I did. I went to all that trouble, developing a way to turn you into Cybertronian sparks just so you'd lead me to it, like scraplets to iron," sneered Cryotek, pausing as more explosions were heard. "In fact...you made all this possible," he added evilly.

"Don't credit us for your crimes!" snapped Fluttershy.

"And Spike isn't even supposed to be part of this!" snapped Rarity, "Give him back!"

"Gonder, do you want to go back to these...Maximares?" sneered Cryotek, using their team name mockingly as he guessed it.

"And be a small weakling again?" snarled Gonder, "I think not."

"That is not Spike!" snapped Twilight, "That's just your shell program controlling him like a cyber-tick."

Gonder’s eyes glowed and narrowed at that. "You compare me to one of those pests?" he snarled, opening his mouth, the pilot light for his flamethrower seen ready to fire.

"Not here! I have the Enigma!" snapped Cryotek.

Gonder just smacked Cryotek aside before snarling, "It's time I put you nags out of my misery."

"Well, you aren’t needed anyway," said Cryotek behind Gonder as he loomed over the girls before a blue blast shot through Gonder from behind, Cryotek lowering his arm as Gonder fell sideways, clutching his chest. "He was too independent anyway," said Cryotek, before his comm buzzed.

"Lord Cryotek, enemy reinforcements have arrived. The ship’s huge. We need to-" before the line went dead.

"SPIKE!" yelled the Maximares. Twilight quickly shined what she hoped was a healing light from her horn.

"Don't leave us, Spike!" said Rarity desperately.

"Hang in there!" said Applejack.

"We're going to bring you home!" said Fluttershy.

"You're going to be ok!" said Rainbow Dash.

"We're going to make it through!" said Pinkie Pie.

"You're still our friend!" said Twilight.

"Oh this is actually rather cute...but redundant. Rather like you six," Cryotek sneered. He aimed his dragon arm at them and said, "Well, since you're no longer of use to me, I suppose I should reunite you-" Just then, the Enigma in his hand flared up. At the same time, rainbow-colored light was shining from the Maximares into Spike's chest.

He covered his optics as the hole in Spike’s chest healed over with a metallic creak, a brief flash signifying that his spark was back, though Spike was still in stasis lock. The Maximares looked drained from whatever they did, almost in stasis lock themselves.

"Well, it seems I was mistaken," said Cryotek, "Perhaps you do have some use to me still." He spoke into his communicator. "Dirge, we're taking on passengers. Get some cells ready and some guards to my location," he commanded, looking at Spike, "I'm afraid you missed your chance to deal with Gonder."

"Small palladium potatoes, if you've got the Enigma," said Dirge.

"Oh, I do," said Cryotek, "And I'm very eager to test its powers."

"You got 10 minutes then we leave, you little tin toys. Find the girls. I do not wanna be locked up in the stockade again," snapped Matt via the Junkions’ comm. They'd found a hanger pretty easily and Matt was prepping a cargo ship for launch.

"Roight away, guv'nor," said Gryme, "They shouldn't be too 'ard ta find."

"Urgh...ok...you remind me of the bits I don't miss about home," muttered Matt before he said "Call in when you find them."

The three Junkions motored through the base, having to drive around a few piles of rubble and bodies. "'Ow are we supposed ta find them again?" asked Trub.

Koff beeped something. "Well, it's a little 'ard to find the center of trouble 'ere," said Trub.

They skidded to a halt in time to see a mechanical dragon walk past with several Vehicon troopers, the girls seen unconscious in stasis bubbles.

"Huh, all that's missin' is the purple dragon," said Gryme.

Koff pointed at the group, making blasting motions.

"Take 'em all on? Did ya dent yer calculator?" asked Trub.

"It's three of us and...a bunch of them," said Gryme.

"We ain't exactly a 'eavy armor division neither," said Trub.

Koff rolled her optics at that before heading out before the others could grab her

"Ya know, it's that kinda rock-'eadedness that got 'er voice box trashed in the place," said Trub. But then they charged in after their sister.

Cryotek turned in surprise as a few shots bounced off his chassis. "Now what?" he asked in annoyance before a trio of two-wheelers charged at his squad.

His guard turned and aimed, a few getting blasted as Cryotek smirked. "Oh this is rich," he sniggered, looking at the Enigma. "This is a perfect time to test what this bauble can really do," said Cryotek before saying, "Corral them."

The Vehicons nodded, firing to force the trio into a circle. "Excellent," said Cryotek, "I'm not sure if the Enigma can make anything valuable out of junk, but let's give it a try."

The Enigma seemed to resist for a moment before it bathed the trio in its energy. The Junkions quivered before they started coming together. Trub changed mostly back into motorcycle mode before attaching to Koff's leg. Gryme folded up before attaching to Koff's back, her left arm becoming much longer as Koff's arm folded out of sight. Koff's right arm also extended longer as the headlights and handlebars of her motorcycle mode came over her head, the headlights becoming optics while a grill-like mouthplate was revealed. The Junkion combiner ended up looking like a sort of motorcycle centaur with extended arms and a somewhat insectoid head.

"Urgh...I guess not everything’s a success. Vehicons, wait till I am gone before you vaporise it." said Cryotek, before his comm beeped.

"Lord Cryotek, the human dreadnought’s only a few minutes away from our position. I think it’s tracking the groundbridge signal."

"Then send the groundbridge to my current coordinates," said Cryotek, "It's time we, as the fleshing say, blow this popsicle stand."

There was a long pause before Dirge asked, "What does that even mean?"

"Honestly, I have no idea. But I do want to leave right now," said Cryotek.

There was a crackle as the groundbridge portal opened, flickering wildly.

Dirge looked at Cryotek. "We still have bots all over the station," he said.

"We've got plenty to spare in the armada," said Cryotek, "If they can't get back on their own, then they're detritus." Dirge nodded as the Vehicons looked at each other. "Well, gentlemen, once you've disposed of this trash, head on through," said Cryotek before he stepped through the portal, the Maximares floating through behind him.

The Vehicons began to approach. "Two cans of energon says I can blow her limbs right off," sneered one Vehicon, aiming.

The Junkion combiner hadn't responded since she was formed. It wasn't because her processor was slow, but because it was still processing its new form. But now it has finished updating.

The Vehicons took aim but it was a bit late for that. The left arm extended a large blade that speared one Vehicon through the torso. And the right arm extended a blaster that blew the other Vehicon's head into little pieces. The others looked surprised before firing a couple of shots before their heads were neatly removed in one slash.

The combiner looked around before saying in a deeper, but still female voice, "Well, that was easy. But where's the purple dragon?" She turned when they heard a weak groan from down the corridor, rolling over to see the Predacon trying to get up. "Oy, you Spike or Gonder?" asked the Combiner, pointing her blaster arm just in case.

"Spike...Man, my head hurts," muttered the Predacon.

"No Gonder?" asked the combiner.

"No, I'm pretty sure he's gone for good," said Spike before looking at the combiner, "Who are you, the Junkions?"

"Well, yes, but more," said the combiner, "Been thinkin' of callin' meself Detrio."

"They...where are the girls?" said Spike, before the PA said "Announcement. Reinforcements are boarding on decks 2, 5 and 12. All armed personnel will be shot on sight."

"No time ta talk," said Detrio, "We gotta roll."

"Where?" said Spike, trying to get up.

"The human’s gotta ship waitin'," said Detrio.

"Ok, better..." groaned Spike before his legs buckled.

"Better 'op on," said Detrio, turning around so that her lower half was pointing towards Spike. Spike tried to climb on, but Detrio soon started buckling. "Mind...sheddin'...a little?" she groaned. Spike concentrated before shifting to his smaller robot mode.

The bots looked around, seeing a shimmer, the groundbridge still not fully sealed. There was also the clank of approaching mechs. "I don't think we have a lot of options," said Spike.

"We better send Matt a shout first," said Detrio, carefully tapping one side of her head.

They turned to see several troopers coming into view, Matt at their head. "Wait!" he called.

"Sorry, guv," called Detrio, "But the bad guy's gettin' away and we can't lose 'im when 'e 'as the girls."

"We'll try to contact you later," called Spike.

"No! Come back!" yelled Matt, the two vanishing through the rift. "I hate robots," muttered Matt.

The duo rolled to a halt in some sort of cargo bay. However, the cargo bay was hardly empty, as there were a few Vehicons in there who immediately noticed them. "Er...perhaps we should have looked before we leapt," said Spike.

"Intruders...get security down-" began one of the Vehicons before it was blown apart, another lunging at Spike. Spike quickly stabbed out with his lance.

The far doors opened, letting in some more vehicons, some in tank form, before Cryotek's voice snapped, "What’s going on down there?"

"Found a couple of stowaways," said Blastcharge, who was leading the tank drones.

"Well? Get them off my ship," snapped Cryotek.

Blastcharge grinned before saying, "Hey, it's the Predacon, he survived."

"Not for long," said Scavenger before aiming his shovel towards Spike and firing the blasters on it. Spike yelped, dodging the blasts.

Detrio was having a little more trouble. Her combined form was built for speed, but its larger size made it harder to dodge. That said, it seemed her body could take more hits than expected.

Spike meanwhile staggered back to look out an open cargo bay to see a familiar planet down below. "Hey, that's Equus down there," he said.

"Nice, now get shootin'!" called Detrio before she was knocked off her wheels by Blastcharge.

The shock caused her to disassemble back into her Junkion components. Trub clutched at her head and said, "Ok, that was weird."

"Urgh...Junkions." muttered Blastcharge, aiming his blaster. For Spike, this was the last straw. He was still one of these Predacon things and they had breaking points...and he'd just reached it. Spike's form swelled as he shifted to dragon mode before roaring loudly.

Blastcharge turned in shock before Spike tackled him, rolling before sending the luckless Vehicon flying. Yet still more Vehicons were rolling into the cargo bay, bringing a hail of gunfire, lasers, and various other blasts.

"We're leaving." snapped Spike in a voice closer to Gonder/s in deepness, grabbing the trio and heading for the closing cargo doors.

"You can't fly in space, can you?" asked Gryme.

"You'd prefer to stay with them?" snapped Spike, two small holes opening on his back.

“But how are we-" started Gryme before small thrusters extended out of Spike's back and he rocketed out of the cargo bay into open space outside.

The Junkions settled for screaming as Spike flew towards the planet, two fighters breaking off to chase them. "Uh, Spike, ya might wanna look back," said Trub.

"I know!" snapped Spike, rolling to avoid several shots, heading for the planet.

"Spike...how hot can you get?" asked Gryme nervously.

"I can take lava baths, why?" asked Spike.

"That’s good. We can't!" snapped Gryme, Spike glaring before letting one last blast from his boosters, hugging round the Junkions.

The fighters continued to follow, firing as Spike turned into a blazing comet of re-entry heat, even as they heated too, exploding before they could peel off. The heat was pretty bad, even if the Junkions knew they could repair any damages later. But the worrying part was that Spike kept falling even when the atmosphere started to cool him off.

Spike, his chassis glowing faintly orange, turned his head to see the wreckage of the last pursuer fly past, before he spread his wings properly, gliding towards the lake where the Ponyville dam was, easily spotted from where he was. His eyes narrowed when he spotted ruined houses in the town and what looked like Cybertronian constructions nearby.

"Whatever they're building, we need to break it," said Spike.

"'Ang on," said Trub, "Ya ain't attackin' nothin' till ya get fixed up. That drop 'ad ta leave some 'oles yer armor."

Spike nodded, landing near the lake before jumping in, a hiss heard as the water cooled him. "Ok...not doing that again," he said with relief, the Junkions looking around at the forest and grass.

"So, this is Equestria?" asked Gryme, "It looks so...green."

The group paused as they heard a few snaps from the trees. Spike quickly got his lance out. He wasn't about to get taken prisoner again after just getting back home.

"Spike?" said Trub with concern before a blast narrowly missed her.

"Halt! We're not going to have more robot invaders!" snapped a voice.

"Wait a minute. Mayor Mare?" called Spike.

There was a pause at that, Spike's vision spotting a half dozen ponies in the treeline, thinking back to when he and Twilight had seen that world where Chrysalis had won.

"It's me, Spike. There's, er, been a few changes," said Spike.

"It’s a trick," snapped one of the other ponies.

"Oh, no, not this time," said a voice Spike was surprised to find he was happy to hear again. There was a flash of light behind the Junkions that caused them to jump, turning to see some sort of organic chimera floating behind them with a grin.

"Cor! Looks like someone's DNA scanner threw a major wobbly," said Gryme.

"Gryme, be nicer," reprimanded Trub, "These fleshies can't choose 'ow they look."

The creature chuckled, floating around them. "Interesting. I wonder what sort of pony you were to result in this," he said.

"They weren't ponies," said Spike, "They're from Cybertron."

"Junk," said Gryme.

"Cybertron's not that bad," said Spike.

"No, we're from the Planet of Junk," said Trub.

"Spike...I know you like to play the paladin at Ogres and Oubliettes but I think someone took the armor thing a little too serious," laughed the chimera, the ponies looking surprised.

"This isn't armor. Well, not just armor," said Spike, "I've been installed into this robot body just like Twilight and the others."

The chimera's smile faded at that, literally. "What?" he said darkly, his pupils glowing red. Koff pointed up to the sky and beeped something. "Come again?" asked Discord. Koff beeped and twittered, sounding frustrated.

"Sorry, mate, she can't say more than that," said Gryme.

"Her voice box busted a while back," said Trub.

"Hmm...let’s see," said Discord, clicking his fingers, causing a flash of light, revealing Koff strapped to a car lift and Discord dressed like a mechanic. "Now, let's see what's going on under the hood," said Discord before taking an electric screwdriver to Koff's upper torso.

"Oi!" snapped Gryme, sending a blast at Discord, a hole in the chimera's chest letting the shot go through.

"My, my, look at all this encrusted filth," said Discord, "Ever heard of a carwash?" Discord shook his hand before opening the tip of his claw, sending a blast of water into the torso, before clicking his claws again, a flash of light turning him and Koff to normal, Koff a little bug-eyed from what Spike thought of as 'first time Discord shock'.

"Now, let's try that again. Speak up," said Discord.

Koff spluttered and crackled before saying in a breathy, refined voice, "Cryotek has them all up on his ship. They're up in orbit right now, along with his entire armada."

Discord’s eyes narrowed as he looked up, Trub saying "The heck you looking at? It’s not like you can see it."

"And what the bloomin' 'eck did ye do to 'er voice?" asked Gryme.

"I fixed it," said Discord.

Spike peered down at Mayor Mare. "So...if you have Discord, why haven't we won yet?" asked Spike.

"Well, I don't think Discord can reach that high," said Mayor Mare, "Anyways, the ships seem to have the same anti-magic technology they're using to keep the princesses captive."

"What?! asked Spike before looking up and noticing for the first time that the sun was in the exact same position when the invasion started.

"I did warn Twilight that the universe is a dangerous place," said Discord darkly.

"You have no idea," said Spike.

On Cryotek's flagship, the Maximares were being subjected to one of the most heinous tortures imaginable: a villain gloating about how he's just won.

"At long last, after so many decacycles of looking, I finally have my prize," said Cryotek, stroking the Enigma fondly, "You ponies have no idea what I've been through to get this.

Dash said sarcastically, "But I bet you're about to tell us."

"Well, it is a fascinating tale," said Cryotek, "You see, your friend is not the only one who's been chronologically displaced."

"What are you talking about?" snapped Twilight

"Oh, that part of your memory's still blocked?" asked Cryotek, "I would have thought you'd remember your last adventure with him by now. Well, the bottom line is that I'm actually further along the timeline than you are. In fact, just about...now, my past self is helping the Quintessons invade the Cybertron I found you on."

"Wait...what?" said Twilight.

Cryotek smirked. "Yes...strange, isn’t it?" he sneered, before waving around, "That said, you'll be happy to know I've almost finished with your planet. In a few days, I'll be done."

"I still don't get it," said Pinkie.

"What in particular?" asked Cryotek.

"Well, for starters, why travel back in time in the first place?" asked Pinkie.

"That wasn't a conscious decision," said Cryotek, "You may be reassured that the Quintessons' invasion will fail and I ended up being thrown out of the universe. And there are things that exist between dimensions you don't want to meet."

"I can believe that," said Twilight quietly.

Cryotek said, "Anyhow, in a few days my plan will come to fruition and I'll be gone, after draining every bit of energon out of your people."

"Uh, you know organics don't have energon," said Fluttershy.

"Oh, there are many ways to convert other sources of energy into energon," said Cryotek, "And this magic seems to create a potent strain."

"You're gonna...suck out everypony’s magic like Tirek?" said Fluttershy in horror.

Applejack said, "Ah'm bettin' the princesses'll have something to say."

Cryotek smirked, "True...but did you know EMP weaponry works just as well on your magic as on us? It was a complete accident...but if it works. Your leaders are already being drained."

"What?!" asked Twilight in horror.

"Between those two, there's almost enough energon to fuel my army, but you can never have too much," said Cryotek.

"So what's yer plan? Combine yerself with that thing?" asked Applejack, nodding to the Enigma.

Cryotek laughed, "In a way, I suppose."

"I can't imagine how you'd be able to coordinate an entire army as one," said Rarity.

"It's not always about combining," said Cryotek, "This time, it's about reassembling."

"Reassembling?" asked Dash.

"Yes, in the Great War, there was one particular Decepticon bigger and more powerful than all the others, a nigh-unstoppable juggernaut. In fact, he was so powerful, that after the war, the Autobots split him into as many pieces as they could and scattered him across the universe."

"And I suppose you've already collected all of this Decepticon's pieces," said Twilight.

Cryotek grinned and said, "Of course I have. We're standing his head right now."

The Maximares looked around, suddenly noticing that a lot of the screens were monitoring energon flow, brainpulse activity, and stasis maintenance. Cryotek held up the glowing Enigma and said, "With the power of the Enigma of Combination, I can now rebuild the great Titan, Trypticon."

And we're back with the third-to-last chapter. Now things are finally coming to a head. First of all, we finally see what Cryotek has been after: the Enigma of Combination. We also get a look at four of the Thirteen and how they interacted with Equestria. For the record, I'm not saying they shaped all of Equestrian history, just helped it start up after nearly all natural forces have stopped working. It took a little work to fit the Tree of Harmony into this.

Besides that, we have some Tox-En that appeared in Transformers: Prime. Detrio is an original character though based off of the combined form of the Arcee sisters, even if it never appeared in the movie. Lastly, we have Trypticon, who's gained a lot of notoriety in recent years. He was actually a rather recent addition to the story and he's definitely going to be appearing in the last two chapters.

Speaking of which, the last two chapters will be posted tomorrow and the day after, well before the TF/MLP comic comes out on Wednesday. Keep an eye out for them and please review.

Equinaut vs. Cryotek

Maximares Rising

Chapter 13: Equinaut vs. Cryotek

Equestria had seen many epic battles, but never one this big. Well, technically, it wasn't actually happening on Equestria, but it was occurring in low orbit.

In orbit, a vast battle was being waged, the key note of the fight between two vast Titans, Fortress Maximus and Trypticon. The colossal combatants were actually pretty evenly matched. Fortress Maximus was freshly recharged with full fuel tanks of magic-based energon, his brain module was linked to two very intelligent individuals, and he had the backup of the Nebulos Defense Force, Division 66, and the ground teams firing the cannons. Trypticon, however, had a rebuilt body, was able to deploy ships to fight Maximus's helpers, and centuries of pent-up rage to vent.

"Autobot scum. You dare bring...organics to fight me?" Trypticon snapped, smashing a Division 66 ship as it got too close with an overhand slap.

"You've never been a real team player without someone to command you," said Fortress before the cannons on his legs opened fire.

Trypticon roared as the shots hit him before firing a laser bolt that barely missed Maximus and blew up a Nebulon battleship.

"Keep throwing your insects at me!" roared Trypticon, "I'll swat them all down!"

Maximus growled before snapping, "All ships, back off. He's mine."

"Are you sure? We can keep him disoriented," came the reply from NDF.

"I won't lose any more of you than I have to," said Fortress, "Anyways, Scorponok was more of a hassle than this lizard will ever be."

Trypticon paused. "Scorponok? That FAILURE? You DARE compare me to him?" he yelled.

"He wasn't the one that went all to pieces after the war," said Maximus tauntingly.

Trypticon roared at that, firing another blast at Maximus. "Well, that got his attention- Uh oh," said Maximus as Trypticon turned on his thruster and rammed into him.

"I'll show you 'going to pieces'! I'LL RIP YOUR SPARK OUT AND MAKE YOU EAT IT!" Trypticon roared, clawing.

"This is why no one likes getting close to you," said Maximus as he tried to keep Trypticon from biting on his shoulder.

The battle wasn't completely in space. Another important stage was actually happening inside Trypticon. The Maximares were taking on Cryotek to stop his evil plan once and for all. However, it wasn't going very well, for anyone.

Another movement threw the Maximares rolling, getting up just in time to avoid a hail of blasts from Cryotek.

"Did you really think you could-" started Cryotek before another shake threw off his aim. "Like I said, did you really think-" As Trypticon lurched, everyone was sent flying. "Did you-" An earsplitting roar sounded through the corridors. "Will you stop thrashing so much?!" snapped Cryotek.

"I'm busy settling a score, tiny!" snapped Trypticon's voice.

"This isn't really as epic as I was expecting," said Rainbow Dash.

"Yeah, it's like tryin' ta have a hoedown durin' an earthquake," said Applejack.

Cryotek grinned at that. "Then let's take it outside," he sneered, aiming at the wall.

"Wait, you can't fire at the wall!" yelled Twilight, "The pressure would suck you straight out into space!"

Cryotek paused and said, "Oh, you're right. I shouldn't blast apart the hull." The Maximares gave a sigh of relief. "I can just make it open up," said Trypticon before the Enigma of Combination lodged in his chest glowed. There was a low grinding sound as the room started rearranging itself.

The Maximares were sucked off their feet and into the inky black, Cryotek laughing, tracking them and waiting for them to vanish. "Well, that's that," said Cryotek, "Time to finish them off with the rear cannons."

"Hey in there! Stop rearranging me while I'm fighting!" snapped Trypticon's voice.

"I'm just dealing with a few pests," said Cryotek.

"Deal with them yourself!" snapped Trypticon. Cryotek yelped as the floor catapulted him out the hole as well.

As soon as Cryotek was out, the hull sealed itself. "Note to self: install more controllers in the brain module," said Cryotek.

He could see the Maximares up ahead, frowning as he could see their sparks were online. "Urgh...organics," he muttered, taking aim, "Well, this won't take long. These dull earthlings are helpless without gravity or an atmosphere," said Cryotek.

A second later, 6 energy blasts slammed into him, only his Trypticon-upgraded armor protecting him but also sending him spinning through the vacuum. "Oh, that is so annoying," said Cryotek before activating his thrusters and flying at them.

"You're not beating us that easy," snapped Rainbow dash, firing again as Cryotek charged

"Not easy? This armor is more than just fashion. Through it and with the Enigma, I have access to all of Trypticon's strength, defenses, and firepower," said Cryotek, "You don't stand a chance." With that he fired a shot that almost hit Twilight. "You're less than ants," Cryotek laughed

"The thing about ants is that they're strongest in numbers," said Fluttershy.

"But if you want to fight one-on-one, we can arrange that for you," said Rarity.

"Oh please, do try. I'll crush you one by one," sneered Cryotek.

"Not this one," said Pinkie.

"Maximares, unite!" called Twilight.

A glow surrounded them as they formed together, Applejack and Pinkie Pie forming the legs, Rainbow Dash and Fluttershy forming the arms, and Twilight Sparkle and Rarity forming the torso together. "Equinaut online," said the combiner in a blended voice.

"Oh please," sneered Cryotek, aiming and firing.

Equinaut flew out of the way. "It's actually easier to keep balance without gravity," said Equinaut.

"Don't count on it," said Cryotek before flying in, grabbing one leg, and sending the combiner into a spin. He followed up with a hail of energy blasts.

"WHOOOOooooOOOOooooOOOOAAA!" yelped Equinaut she tumbled through space.

Inside Equinaut's central processor, the six ponies that made up her consciousness were watching through her eyes. "This is not going how I expected," said Twilight.

"None of us expected this, darling," yelped Rarity.

"Well, we need ta pull ourselves together if we wanna beat Cryotek," said Applejack.

"We're literally sharing a body right now. How much more 'together' can we get?" asked Rainbow Dash.

"We need to work as one," said Twilight, another shot narrowly missing.

"Haven't we already been doing that?" asked Pinkie.

"I think we really need to be one," said Fluttershy, "As in be of one mind."

There was understandable hesitance, Rainbow Dash saying, "If we do that...can we even split back up?"

"I mean, it's one thing to be the closest of friends," said Rarity, "But this...this seems like the ultimate violation of privacy."

"If we don't, Cryotek will destroy our home and everyone we know," said Twilight desperately before Cryotek grabbed Equinaut by the neck.

"Hah...you're a worse mess then the combiner I made," he taunted.

"Girls, it's now or never," said Twilight, "If we don't stop him, no one will. We have to focus on what we're fighting for." At that, a flash of memories appeared before them, of their lives in Equestria, of the friends they've made on other worlds.

Cryotek grinned, taking aim. "Too easy." only for the combiner to knock his gun off course, the shot hitting a Vehicon frigate.

Equinaut's eyes glowed as she said, "We're not going to let you harm anyone else."

Cryotek boosted back, aiming his blaster. "You can't do a thing," he said, firing rapidly.

Equinaut rotated slightly, using Fluttershy's wings as a shield. The shots bounced the technorganic feathers.

"Give it up, Cryotek. You're not going to win this one," said Equinaut sternly.

"Brave talk for someone who's all defense and no offense," sneered Cryotek. "Oh, we can be offensive," said Equinaut before a golden blaster materialized in her right hand.

"Take your best shot. This armor's invincible," sneered Cryotek. The shot hit his left armpit, which caused a few pieces of armor to break off. He recoiled before seeing the armor float away. "That...that's impossible," he snapped, firing a hail of blasts as he backed towards some floating wreckage for cover.

"Didn't make sure the seams were secure, did you?" asked Equinaut as she pursued him.

"You little Autobot punk!" snarled Cryotek, shooting at Equinaut again before another blast hit his arm, the armor cracking.

"We identify closer to Maximal than Autobot," said Equinaut.

"I DON'T CARE! DIE!" screamed Cryotek manically, trying to charge her.

Equinaut flew backwards, eventually getting close to Trypticon's hull. Her right foot briefly touched the Titan before she pushed herself with surprising force, her left left leg swinging around for a roundhouse kick. Cryotek didn't even have close to enough time to avoid, catching the kick on his jaw and sending him into a spin.

"Bet you don't see many combiners do that," said Equinaut, her voice sounding a little more like Applejack's for a moment.

Cryotek managed to right himself, feeling his face to see more armor gone. A great feeling of rage went through him. For a moment, he thought he was roaring with anger. But then he realized he was picking up Trypticon's roars on an all-open channel.

"Trypticon, you moronic Titan! HELP ME!" he snapped.

"I'm busy with bigger problems, you glorified gecko!" snapped Trypticon.

"HELP ME NOW!" roared Cryotek, another blast hitting him in the chest.

"Can't you see I'm busy?!" snapped Trypticon. One of Fortress Maximus's fists briefly swung by Cryotek as it missed Trypticon's head.

Equinaut tackled him at that, the two exchanging blows.

"Not so tough without backup, are you?" asked Equinaut as she punched Cryotek.

Cryotek smirked, kicking her back and backing up. "You know, I enjoyed draining your race. I wonder how many died?" he sneered.

"For your sake, there had better be none," snapped Equinaut as she pursued.

"Oh, I wouldn't say that," said Cryotek, "I bet there were a few casualties in the initial invasion." Equinaut growled as she followed, Cryotek grinning. "Just a little further," he muttered to himself.

As Equinaut flew after Cryotek, she started to notice a hailing frequency that seemed to try to connect to her, or to her components.

Her com finally connected. Fort Max's voice came over it, "What are you doing? Pull back."

"I'm not letting him get away," snapped Equinaut.

"He's not trying to get away. He's leading you!" yelled Fort Max.

A blast shot over their heads at that and into Max's chest, the girls turning to see a sneering Trypticon. "Uh...wow...you're pretty big on the outside..." said Equinaut nervously.

"And you're scrap." sneered Trypticon, aiming his cannon

Equinaut quickly flew away, hoping her small size would make it hard for her to hit. A blast shot past, scoring several support ships, Trypticon's laughter echoing before it was cut off by a roar. Shots were still being fired from the planet's surface, leaving big scorches and craters in Trypticon's hull.

For Trypticon, he'd had enough, turning briefly to take aim at the planet, ignoring the shots from Equinaut. "Matt, get out! Trypticon's going to shoot!" the combiner cried into her com.

"Move! Everyone move!" yelled a trooper. There was quite a lot of panic going on, especially when a purple light appeared in the sky.

While the cannons had been firing the Maximals and humans had been getting as many ponies out of their pods. "Get the big ones!" yelled a tech, messing with the princesses' pods as a male voice said "Warning...orbital lock. All Vehicons evacuate."

With a sharp hiss, the three pods unlocked, letting Celestia, Luna, and Cadence out. The three of them looked rather weak and disoriented. "Wha...where..." said Cadence weakly.

"No time! We gotta move!" snapped one of the troopers, the voice repeating "Orbital strike launched...20 microns to impact."

Celestia was quickest to react. "Must...protect..." she said as her horn started glowing.

Luna followed next, the troopers diving down as the computer said "Impact in 5 microns...4...3...2...1..."

The flash was clearly visible from orbit, Trypticon laughing, "Oh, I missed this."

"NOOOOOO!" cried Equinaut as she tried to hail anyone on the surface.

"Aw...did my friend hurt your old species?" sneered Cryotek, shooting her in the back.

Equinaut's grief reverberated through all her components, the voices in her head becoming one long wail of mourning. Everything she fought for, everyone she cherished...they were all gone.

matt might manage to contact her to ask her to not let that happen again

Her com crackled to life at that "bzzzt-nyone there?" came Matt's voice through the static.

"Matt?" asked Equinaut desperately.

"Yeah...please stop that happening again? We got dozens of concussions and your winged unicorns are out cold," said Matt's voice.

Equinaut sighed in relief. It looked like everyone was saved in time. But then she heard a roar of frustration. It seemed that Trypticon had just found out too.

"Oh come on! That's it! EVERYTHING DIES!" he snapped, aiming multiple cannons. But then Fortress Maximus opened fire on Trypticon, blasting quite a few holes in his side. The Titan roared in pain before turning his attention back to his rival as Cryotek, not noticing continued to torment his own rival.

"It's not as if you could ever go home again anyways. You are far too detached from your people. You would never be able to be simple ponies again," sneered Cryotek.

Equinaut paused before she said, "So? We're not going to abandon our home and our friends."

"I'll never understand your organics and your sentimentalisms," said Cryotek with disgust, "In fact, I've had enough of you all." He charged her, his armored dragon head reach out to bite her head off.

Equinaut caught him as he closed in. "You don't deserve to wear that sacred icon," she snapped.

"Sacred icon? This is a power source, pure and simple. Only the weak of mind believe that anything's sacred," sneered Cryotek.

"The Enigma of Combination isn't about forcing people to act as one. It's supposed to represent unity of purpose and mind. You have sullied it with your self-serving schemes," snapped Equinaut. Her free hand shot forward, grabbing the Enigma, before pulling it out in a shower of sparks and wires.

"AAAAARRRGH!" screamed Cryotek before he was kicked back. He felt like he was losing his connection to Trypticon, even as his armor started to crumble.

Trypticon tensed at that, turning to glare at Equinaut and readying his laser breath.

"Uh, I think he's gonna blast us," said Dash.

"Definitely going to put all his effort into it," said Rarity.

"But we can get out of the way easily," said Pinkie.

"But it could hurt someone behind us," said Fluttershy.

"Ah guess this is where we stand our ground, so ta speak," said Applejack.

"No, more than that," said Twilight, "We're going to end this."

The Enigma glowed in Equinaut's hands, charging her up with its energies. Trypticon smirked, charging up before double checking his sensors as his target started to grow...past Prime and closing on Titan weight class. At the same time, her body was becoming a uniform white and gold, not unlike Celestia. Then her horn started glowing like a rainbow.

Trypticon backed up at that, getting some distance. "Nice trick...but can you fight?" he sneered, firing a hail of shots.

The shots were absorbed by a near-invisible forcefield around Equinaut. "Trypticon, begone!" yelled Equinaut before firing a rainbow-colored beam at the monster.

Trypticon boosted to the right, the blast catching his arm and blowing it off. "Gaaaarh...you'll pay for that out of your chassis!" he snapped before roaring again as a trio of Division 66 fighters decided to fire a hail of torpedoes into the wound.

Equinaut fired another blast, this one engulfing Trypticon's head. But this one didn't blow it off. Beneath the rainbow beam, everyone could see that Trypticon's lights were starting to dim. "Noo...nooooo...not...when...I...was...baaaaaaaoooooh..." Trypticon managed before powering down.

The remaining Vehicon ships began to turn to leave before the Division 66 ships fell on them like a swarm of heavily-armed bats as Maximus headed over to Trypticon. "I ought to throw you into the sun," he said.

"Nooooooo...faaaaaaaaaiiiiiiiiiirrrr..." said Trypticon, though apparently with considerable effort.

"That said, it'd make me as bad as you," continued Maximus.

Trypticon managed to say, "Killllll...yoooooou..." his optics flickering

"Let's put you somewhere it's harder to find you," said Fortress Maximus before grabbing Trypticon. He spun around remarkably fast before letting go, hurling Trypticon deep out into space.

Cryotek stared in horror as Trypticon was sent flying before looking up at the Titan mode Equinaut. Turning, he tried to jet off, but it was considerably harder as his armor continued to crumble, leaving him with only his dragon mode wings for propulsion. And flapping wings didn't work very well in a vacuum.

Equinaut's hand reached down to grab him, Cryotek being lifted up to optics level. "Cryotek, for your crimes against Equus and Cybertron alike, your punishment will be most severe," boomed Equinaut.

"You won't kill me. You Maximals are too weak for that," laughed Cryotek.

"It is not our nature to destroy," said Equinaut, "But you may prefer termination over this." A beam of light shot from her horn, creating a hole in space. It was a bit hard to describe it as it was something that existed in nothingness. It may be a portal, but it didn't like it led anywhere nice.

"Are we sure about this? This seems nasty even for him," said Pinkie in their head before a literal tentacle whipped out the portal, grabbing Cryotek and pulling him in. Another put a small note in Equinaut's hand just before the portal closed, the note saying, "Thanks for the meal, babe."

There was a long moment of silence before Fluttershy asked, "Do we know wh-"

"No," said Twilight, "And I'm sure we don't want to."

Planetside and with no fleet to prevent them, Nebulonian and Division 66 ships had been landing reinforcements to sweep for any holdouts, as well as medical teams. The girls, separated, quickly found Matt and the princesses. "They're still out cold," Matt explained, before adding "But the medteams say they'll be up and about soon."

"How is everyone else?" asked Fluttershy.

"No casualties. Few minors from the orbital strike but nothing worse. Mayor's given us a list of names to check and so far 100%," said Matt.

"That's a relief," said Dash.

"Yeah, but what do we about ourselves?" asked Applejack.

"No idea, even the NSC can;t bring someone back from cybernetic upload," said Matt sympathetically.

"And what are we supposed to do with this?" asked Rarity, holding up the Enigma of Combination.

A calm voice said, "I'll take that."

The Maximares turned to see Nexus Prime stepping out through a portal. He was pretty large in person, as was typical with combiners. He had more of a blue and red color scheme than in their vision as well. And hovering beside him was an egg-shaped robot with many tentacles and five faces...

"Wait, is that a Quintesson?" asked Twilight before she and the other Maximares aimed their blasters. The Quintesson spun so that a pink bearded face with glasses faced them. "Please avert your hostile intentions," said the Quintesson with an Indian accent, "I am not like the Quintessons you know of."

The Quintesson rotated so a blue mustached face was towards them. "The Quintessons of other universes tend to be greedy, selfish, and xenophobic towards others," said the Quintesson, his voice turning deep.

Then it rotated so a white face with green hair and glasses was at the front. "But Quintessons from our dimension are peaceful people who want to help others," he said with a Liverputtian accent.

Then the green face with the orange hair and beard spoke in a jazzier voice, "It's a pretty different place, man. Where like good is bad and bad is good."

"Ooooh...like that dimension we once visited...or was that in the comics?" said Pinkie cheerfully.

"I'm starting to get a headache," moaned Matt. The Quintesson switched to a golden face and spoke in a childlike voice, "Don't worry about it. You already reached the end of your journey."

Director Sino walked up at that. "He has indeed," she said, two troopers firmly but kindly grabbing Matt, one injecting him, causing him to slump. "I told you, he's getting a mindwipe," she said before looking at the Quintesson and Nexus. "Friends of yours?" she asked the girls.

"I'd like to say so, but we haven't known them for very long," said Twilight.

"I am here to reclaim what is mine," said Nexus.

"The Enigma," said Dash.

Twilight passed it over before asking, "Where do we go now? We're stuck like this."

"I may be able to do something about that," said Nexus, "But first, aren't there seven of you?"

Spike came into view at that, looking at the Quintesson before yelling "GET AWAY FROM THEM!" firing, Nexus opening a small portal to let the shots vanish.

"Don't worry, Spike. He's just from a different dimension where the bad guys are good guys and vice versa," said Pinkie.

"Oh, one of those," said Spike, "Sorry about that."

"No harm caused. Now, let's get you back to normal, shall we?" said the Quintesson.

Nexus Prime held up the Enigma which started glowing. The Maximares and Spike froze up as bright lights started shining in their chests. The lights got brighter until orbs of light emerged from them and floated forward. When the orbs of light faded, Spike and the ponies were left in their original forms.

They were also completely out cold. "We'll be confiscating the chassises," said Sino calmly, waving her hand before multiple laser sights appeared on Nexus. "Please, you're welcome to lodge a complaint," she said before the Twilight bot twitched its hand

The Quintesson rotated to his green and orange face and said, "Those bods aren't as vacant as they seem, man."

Nexus clicked his fingers, the Division 66 troopers freezing in place to several passing ponies' surprise. "Now then...wake, up Twilight Prime," he said kindly.

Twilight's robot body groaned before her lights came back on. "What happened?" she asked, "Did it work?"

"Yes...and no," said the Quintesson, scanning them and their bodies. "Both of them are alive, Nexus...fascinating."

"There was a rather low chance of that happening," said Nexus, "Sometimes even I don't understand the Enigma."

"Wait...that's me," said Twilight in a panic, as the others began to stir, the Maximals coming into view.

"Uh...what's going on here?" asked Cheetor.

"I...I don't know...that's me...but I'm me..." said Fluttershy in confusion.

Nexus said, "They are you, though they will not remember this. And thanks to my friend, Aquarius, neither will anypony else. Though I doubt we can mind wipe the humans."

"So...we can keep on being us but they will go back to our old lives?" asked Pinkie.

"Indeed. Makes things nice and neat, don't you think?" said Nexus before noticing Cheetor and Fluttershy holding hands. "Indeed, it would be a shame if it hadn't worked," he added.

"Which reminds me," said Airazor, "I'll probably need to fill out some paperwork on Axiom Nexus."

"You're going back?" asked Tigatron, sounding forlorn.

"Only to tell them I'm heading back to our Cybertron," said Airazor, "And that could take quite a while."

Nexus said, "I thought of that." taking out a datapad. "Your resignation from the Freelance Police Legion," he said.

"How...did you do that?" asked Airazor in astonishment.

"My brother, Vector, owes me some favors," said Nexus, "You're a free bot."

"Well, I guess we'll all be going home," said Tigatron.

"Well, I need to return to Quintessa so Poison Bite and I can teach the Sharkticons how to live without their Quintesson masters."

Aquarius shifted to his green-haired face and said, "That sounds totally righteous."

Icebird lifted an eyebrow. "Aquarius is from a different dimension," said Nexus.

"Isn't everyone else in Equestria going to remember this?" asked Dash.

Discord appeared and said, "Well, I suppose they would. Your organic forms will just have a blurry memory of this all. But then again, it would be really simple if everyone just forgot this whole mess."

Nexus nodded, "But please wait till the humans leave before you do."

"What about the ponies who were-" started Twilight before a bunch of confused-looking guard ponies appeared.

"Took a while to gather them all up," said Discord.

"Now then, my friends. Where can I drop you all off?" asked Nexus.

"I think you'll like Cybertron now," said Cheetor to Fluttershy, "Everyone's still adjusting to being technorganic, but it's peaceful now."

"That sounds lovely," said Fluttershy.

"You think Fort Max will give us a lift?" asked Applejack.

"I'm sure he will," said Nexus with a smile.

"So let's see if I have this straight," said Koff, "There are now two of each of you. One half of you will remain on this world and everyone, including them, will forget about all that happened. And the half of you here are going to leaving for Cybertron?"

"That's about it," said Twilight.

Koff scratched her head and said, "Sounds confusing, but it works for me."

"Yeah, but what about all them 'umans and Nebulons that came along?" asked Gryme.

"Division 66 will keep quiet. The Nebulons aren't even from this dimension," said Nexus.

"And where will you go?" asked Rarity.

"I still have my quest to fulfill," said Nexus Prime, "The pieces of the Star Saber of Prima still needs to be found and gathered."

"Just make sure that Enigma doesn't fall into the wrong hands," said Applejack.

"It won't," said Nexus before his chest opened and he put the Enigma inside.

Aquarius switched to his golden face and said, "Such an awesome ending for everybody. But shouldn't we be going now?"

"Indeed we should," said Nexus before a portal opened up. Aquarius went through while Nexus paused at the threshold. "Till all are one," he said before walking through, the portal closing.

The Maximares and Spike watched as the Division 66 ships broke off. "Ah still think we shoulda warned him. Ain't right lettin' him go through all that," said Applejack.

"I think Matt will be fine...eventually," said Fluttershy with a bit of uncertainty.

"Ah hope so," said Applejack

Then Maximus's voice said, "Ok...where can I drop you all off?"

"We're going back to Cybertron," said Cheetor, "Hopefully without any transwarp turbulence this time."

"Anyone else?" asked Maximus.

"I'll need to be dropped off at New Quintessa," said Icebird.

"Ok...that all? What about you lovebots?" asked Maximus, looking via cam at Tigatron and Airazor.

"The same Cybertron as them," said Airazor, "I'd like to finally see the Cybertron I came from. And maybe trade up this body for one of those new technorganic ones."

"Ok...stand by for space bridge," said Maximus.

"You think we'll ever return, Twilight?" asked Fluttershy.

"I don't know for sure," said Twilight, "But if we do, it'll be when Equestria will have most need of us. But at least we're still down there to protect it."

Though overall a victory, Director Sino wasn't very pleased with the outcome. She had lost a precious artifact and had nothing to show for it. Most of the Vehicons were too damaged to even study for parts. The Maximares had disappeared on her and the Nebulon Defense Force had vanished without even offering recompense. She'd also lost over 70 ships and, thanks to that bot's time pause, had been too late to abort Sergeant Lynch's mind wipe...all that information lost.

Of course it wasn't a total loss. On the way home, they'd found a wonderful piece of Cybertronian tech floating in space: Trypticon's lost arm...

"Ma'am, not to mean any disrespect, but what can we do with a giant arm?" asked one of her agents.

"This Titan tech is a godsend. Advanced wiring...weapons..." said Sino calmly.

"Not to mention this arm was formed using their combiner technology," said one of her scientists, "It would shed a lot of light on how they're able to form functional gestalt beings."

"We'll get teams working on it...and what if it's missed?" asked the tech.

"Somehow, I doubt Trypticon is going to come look for it any time soon," said Sino.

Far out in space, Trypticon's paralyzed body tumbled, nearly braindead and completely unable to respond to anything. Not even when he started hurtling into the gravity field of an unknown planet.

The body fell down with a crash, through the planet's planetwide thunderstorm. While the energy burst was nowhere near enough to get his crippled body working, it did reboot his mind. "I live agai...aw not again," called Trypticon before noticing the ground rushing up to say hi. There was a vast crash that shook the very ground before there was a faint "Ow."(edited)

The crash seemed to have been the last straw for Trypticon's mind as his brain module shut down, going into a deep sleep, one that he may never awake from.

The force of the impact sent shockwaves across the planet. But as this planet was uninhabited, no one was hurt by the impact. However, it did trigger something in Trypticon, something separate from his hibernating mind.

'Titan cyberforming program activated. Scanning...indigenous lifeforms minimal. Searching archives for suitable mechanimals...'

Trypticon's databanks had files of many of Cybertron's fauna. It also had Cryotek's ships' databanks of the lifeforms that had been scanned in Equestria.

'Search complete. Beginning hot spot ignition and cyberforming sequence...'

The ground around the crater rippled as nanites spread out from Trypticon's body, reforming the land into a more suitable structure for the new life to come. Though considering no one was aboard Trypticon to guide the process and he won't be waking up again, this could take a very, very long time.

The girls watched as Fort Max and his escort warped away, all of them in a small shuttle he had donated them before looking at Cybertron.

It was certainly different from the last Cybertron they saw. After the Great Reformatting, it was now a blue and green technorganic paradise. "It's beautiful," said Fluttershy.

"Yeah, it's a shame that Optimus had to sacrifice himself to make it happen," said Cheetor.

"Oh no," said Fluttershy, covering her mouth before Spike, who was the designated pilot, said, "I can see a clearing to land up ahead. Nobody's replying on the com."

"Everybody's probably still recovering from the Quintesson invasion," said Cheetor, "We're still getting systems back up and-"

The control panel began beeping urgently, the computer saying, "Unknown sensor ping. Incoming transmission."

Then Rattrap's face appeared on the monitor. "Hey, Spots," said Rattrap, "Where'd you go? Thought you got abducted by aliens or something."

"No...just picking up some old friends," said Cheetor, changing the screen to show everyone.

"Tigatron?" asked Rattrap in surprise. "Don't tell you forgot about me, mouse," said Airazor in a teasing tone.

"Airazor? Boy, Cheetor, you've got a lot of storytellin' when you get down here," said Rattrap.

"We'll be down there soon enough," said Cheetor.

"'Ope there's still some scrap down there," said Gryme, "All that greenery don't look too 'ealthy ta me."

"You'll be fine," said Rarity.

When Rattrap signed off, Fluttershy asked, "So, are there any big changes I should expect?"

"Well, Blackarachnia and Silverbolt are finally back together," said Cheetor.

"Good for them," said Fluttershy.

"And Rattrap and Botanica became a couple," said Cheetor.

"I knew it," said Fluttershy.

"Who's Botanica?" asked Applejack.

"Oh, you'll like her," said Fluttershy, "She's got a green thumb, four of them." Applejack raised an eyebrow at that.

"I find it hard to imagine that anyone would be interested in Rattrap," said Airazor.

"There's someone for everyone," said Tigatron, taking her hand.

There was a slight shake as the ship came into land with a final thud. The door opened, revealing a brightly-lit Cybertron outside. "Wow, it's beautiful," said Twilight.

"I hope they have a place where we can throw a big party," said Pinkie.

As the Maximares and their friends walked out onto their new planet, Cheetor and Fluttershy hung back a bit. "I know how much you wanted to return to Equestria," said Cheetor, "You're not upset that you can't stay there, right?"

"I am back on Equestria," said Fluttershy, "It might be for the best. I'm not sure how I would have adapted to being back there after all we've been through. And like they say, home is where the spark is."

The two looked at one another, leaning in to kiss before jumping as Spike called, "Hey...what's keeping you two?"

"Maybe we should fix him up with someone," said Cheetor.

"I'm sure he'll find someone," said Fluttershy.

With that, Fluttershy and Cheetor walked with their friends out onto the surface of the technorganic Cybertron, the Maximares' new home.

And finally, we have the final chapter of our story. It came out shorter than I was expecting, but there was still a lot of action in this one. And I think we've tied up all the loose ends by the end of this story. It may seem that this story will have no impact upon Equestria after it's finished, but the seeds of the future have been planted here. Who knows when they will bear fruit?

For instance, the planet that Trypticon landed on may be important later. After all, there are Cybertronian colonies made by Titans, which doesn't necessarily require the Titan to be online. Also, Nexus Prime's color scheme and Aquarius is from the comics they appeared in, namely their time in the Shattered Glass universe. I decided to give Aquarius's different faces their own unique voice, partly inspired by the Quintesson Judge from Cyberverse.

Anyways, this story took longer to do than I imagined, but I'm happy with how it turned out. Thanks for reading it and please review.

Applejack vs. Soundwave

Maximares Rising

Chapter 1: Applejack vs. Soundwave

It was a bright, sunny morning on Sweet Apple Acres. Applejack was getting breakfast together for the family before they all started on their work day. Apple Bloom had yet to get downstairs. Apparently she was sleeping in pretty late today.

Applejack chuckled to herself as she trotted over to the stairs. She'd overslept herself once or twice at Apple Bloom’s age before she called up. "Apple Bloom? Breakfast."‏

"Just 10 more minutes..." came Apple Bloom's yawning voice.

"Nope...come on down." called Applejack, before trotting up the stairs‏

"Alright, alright, I'm comin'," said Apple Bloom as she walked out of her room.

"That's a good little filly," said Applejack before going back down and into the kitchen, "Got plenty of flapjacks for you ta eat up. Better hurry before Big Mac starts eatin' em."

Applejack wandered back, her ears pricking as she heard Apple Bloom complaining about early mornings before the voice stopped suddenly, followed by a series of thumps and thuds that caused a chill to run down Applejack’s spine‏.

Applejack ran back and yelped, "Apple Bloom, are you al-" Her words froze as she saw the bizarre thing at the bottom of the stairs. It looked like some sort of mannequin except it had two legs and two arms. One of those arms was massaging its head which was oddly decorated with Apple Bloom's hair and ribbon. And most disturbingly, Apple Bloom's face was on the thing's chest.

"Ow, mah proces...sor…" said the thing in Apple Bloom’s voice, pausing as it saw Applejack‏.

"What...what the hay..." said Applejack as she backed up before she bumped into something. She turned to find Granny Smith and Big Macintosh. "Guys, Apple Bloom's turned in some kinda mannequin thing!" yelped Applejack.

"Oh dear, looks like our little family secret's out," said Granny Smith before suddenly unfolding mechanically and assuming a shape not unlike the other thing except taller. "It's a bit of a relief to not have to keep imitating that rickety old horse though," said the thing in a much younger-sounding version of Granny Smith's voice.

"Eyup," said Big Mac before also becoming a mechanical creature.

"Where the hay is mah family?" snapped Applejack, backing up, her ears flat against her skull.

"Scattered to the winds, quite literally," said 'Granny', "But don't worry, you'll joining them really soon."

"We can't have you telling anypony about our invasion before we're ready to go," said 'Apple Bloom'.

"Nothing personal," said 'Mac' before his arm converted into a large cannon and he aimed it at Applejack.

Applejack’s eyes shot open at that, the room she was in lit with emergency lighting as a calm voice said, “Hull breach on decks 15 through 24...NSC vessels have firing solution." before a dull boom was heard and the floor shook her off her feet and into view of a reflective metal surface‏.

For a second, Applejack thought her skin was fragmented in several pieces. But a quick look at herself saw that she was still whole...wait, are those seams? Another explosion, even closer, interrupted her pondering. "Warning, transwarp cell damaged. Transwarp field becoming erratic."‏

Another explosion was heard at that, the voice saying "Ghost units detected on deck 5 and 1. Counter boarders respond...alert...core breach imminent. All units abandon ship." as the shaking began to become constant, Applejack noticing several canisters being retracted. "Preparing prototype pods for emergency ejection. Chance of D-warp...100% on detonation," said the voice before it paused, "Warning...subject five is active. Security to neutralize."‏

‎"What's subject five?" asked Applejack. Just then, what looked like a couple of sleek wagons came racing towards her. As they got close, they suddenly shifted into bipedal creatures that were each pointing a gun at her. Applejack gulped and said, "Ah think that's me."

"There it is, blast it!" said one of them, an energy blast narrowly missing Applejack, the voice saying "Alert...reactor breach in 2 minutes."‏
Applejack hadn't a clue what was going on, but she knew what she was gonna do: run. She quickly dashed off as the machine creatures fired at her. They weren't very good at shooting as they mostly shot the machinery that she passed.

One of them snapped, "Watch your fire! The boss'll scrap us if we cause data to be lost." before a boom was heard and its head vanished.
Applejack looked to see more bipedal beings, but these were significantly shorter than the others and looked more like they were wearing armor than being machines. The last attacker turned in shock before one of the new attackers fired a blue pulse that blew it in half before they looked at each other and slowly headed forward.

Applejack wasn't sure she wanted to stick around so she galloped off down a gap between two machines far too narrow for those to follow her through.

The ship shook at that, throwing her off balance as the voice said "Dimensional instability at 100%. Warps detected...structural instability compromised."

Applejack gulped, for some reason her brain supplying a thousand reasons why that was bad before a huge steel hand grabbed her. “Gotcha," echoed a voice before everything turned white.
‎

When Applejack came to, the first thing she noticed was it was intensely hot. The reason why was pretty clear when looked around and saw that she was in the middle of a desert. She shook her head and looked around some more, staggering up a dune to see just more desert, mountains in the far distance, rippling in the heat. After a minute she looked down to see the two machines from earlier, the top open. She had a few seconds to realize what that meant before something pressed against the side of her head. "Don’t even twitch, tin can," said an annoyed voice.

"Who you callin' tin can, tin can?" snapped Applejack.

"I’m talking to the asshole robo-creature that goes around nuking our colonies..." snapped the voice, Applejack turning her head to see a bipedal creature, normal flesh visible under sleeveless armor and holding a huge cannon, the inside of the barrel glowing faintly inside.
A second, more cheerful voice said, "Dante, cool your jets. She's smaller than we are outside the mechs."‏

"So? She's probably an infiltration model," said the first one.

"Bad design if you ask me,” said a second figure, the cheerful one before pulling the helmet off to reveal a furless ape-like face, apart from some black fur on the top of his head and on his chin. "Unless they're gonna infiltrate Paradiso," he added smugly‏.

"I have no idea what you two are talkin' about," said Applejack before looking around and asking, "And where the hay are we anyways?"‏

"Not a clue in hell. Dimensional locator’s offline. Must be somewhere in Cyber...your territory or we're in the uncharted sectors. I’m hoping it’s your territory. All you’ll do is tread on us," said the cheerful figure before slapping the first one’s gun aside, "For the last time, Dante. Calm the smeg down."‏

Applejack was trying to calm herself, but being out in the middle of the desert wasn't helping. There was even a pair of buzzards flying overhead that just screamed 'bad omen’.

"Matt Lynch, you’re a damn idiot and a traitor. These things are the enemEEEEEEE!" he snapped, yelping as Lynch kneed him.

"One: I'm a merc which means I can’t be shot. Two: She's about as threatening as a teletubby and three: We dunno where we are, have limited food and water and even more limited ammo so we need someone who might have the ability to sense supplies." Matt said conversationally as Dante whimpered‏.

"Ya mean me?" asked Applejack.

"Yes. You're a robot. You probably got zoom vision or laser eyes or something," said Lynch.

"What the heck's a robot?" asked Applejack.

"You..." said Dante, tapping the top of Applejack’s head, causing a clanking noise‏.

"Hey, cut that out!" snapped Applejack, backing up.

"Hate to say it but the gung-ho dufus is right. You’re a robot, a Cybertronian to be exact," said Matt before a caw was heard up above and he yelled "SHUT IT, I'M TALKING!" Then there was a whooshing sound and Lynch said, "Oh smeg, HIT THE DECK!"

Applejack looked to see the buzzards flying at them. And it was clear that the only reason she thought they were buzzards was because they were so far away. They were mechanical buzzards, much larger than the real kind with guns mounted on their backs.

Matt rolled onto his back and aimed a hand held device. "Screw you, you robot rejects." he snapped, firing a blast that depressed him into the ground. ‎The blast barely missed the buzzard-bots, but the red-winged one gave out a squawk of fright and flew away. The yellow-winged one was apparently made of sterner stuff and flew back at them, strafing at the ground with its guns.

Matt and Dante fired as it flew over before Dante yelled "You on our side or not? Blast the freak!" he snapped at Applejack‏.

"How am Ah supposed to do that?" asked Applejack, "Ah’m just a pony, not bird-shooter thing."‏

"You’re a smegging robot! Make that funny noise they make!" snapped Matt before he was knocked onto his back by the bird thing‏.

"What funny noise?" demanded Applejack before she heard a metallic growling. She turned to see what looked like a robotic panther crouching on some rocks nearby, the missiles on its hips aimed directly at them.

"That one?" suggested Dante, turning and firing‏

The panther-bot easily jumped around Dante's firing and made a dash forward. Before either of the pilots could react, it grabbed Applejack by the neck and started running away with her. "Get offa me, ya mangy cat!" yelled Applejack as she tried to kick at it.

Matt and Dante kept firing till it was out of sight, Lynch turning before stomping towards his mech, muttering about damn cats. "And what do you think you're doing?" demanded Dante.

"Going after the kitty that ran off with probably our only ticket off this rock," said Matt, not turning around and climbing up his mech and into the cockpit‏

"Aren't you forgetting we have a killer condor to deal with?" asked Dante.

"No we don't," said Matt, pointing up at the clear sky, the buzzard-bot having flown off. "That thing was a distraction to let Captain Kitty-Cat sneak up on us. That thing’s important to them and so it’s probably important to us too," he added, shutting the hatch and his mech powering up before he said over the mechs loudspeaker, "Now are you suiting up or do I get a bounty all to myself?"‏

Dante sighed and muttered to himself, "I'd never hear the end of it," before climbing back into his mech.‏

Ravage grumbled as he felt the protoform kick his chassis again before he finally said in a low voice, "If you do that once more, I will tear out your CPU!"‏

"You can talk?" asked Applejack with surprise.

"Of course I can, fool," snapped Ravage as the two headed down a dune, "Now what is a protoform doing with two humans and their pale comparisons to us?"‏

"What's a protoform?" asked Applejack.

"Oh, you are new. You are a protoform. Barely online it seems," snapped Ravage‏.

"Ah have no idea what that means," said Applejack.

"By the Allspark, are the Autobots truly this desperate?" muttered Ravage before saying, "You are a protoform, a Cybertronian that has yet to take his or her defensive form such as my own." in a voice that was almost a snarl‏.

"Ah’m just an Earth Pony from Ponyville, which Ah’m guessin' is nowhere near here," said Applejack.

Just then, the two buzzard-bots landed. "Finding her a hard nut to crack?" asked the red-winged one, "I bet I can make her spill her secrets."

"Oh, sure, she'll be so scared of you, Laserbeak," said the yellow-winged one sarcastically, "Especially when she saw you fly away with your thrusters between your landing pads."‏

"Silence, both of you. She is a protoform, clearly with corrupted memory," snapped Ravage.

"The boss can find out for certain," said the yellow-winged one.

"Of course. It looks half-starved. One of you idiots, find some energon. She cannot answer questions if she offlines from energy shortage," snapped Ravage‏.

"Can you manage that or are you gonna spooked off," asked the yellow buzzard-bot to Laserbeak.

"Oh, ha, ha, very funny, Buzzsaw," said Laserbeak before flying off.

Ravage transferred his glare to the remaining bot who said “Ok, I’m going, yeesh," before flapping off‏.

Ravage turned back to Applejack and said, "So, tell me what you know of Cybertron."

"Never heard of it," said Applejack.

Ravage rolled his optics and said, "Either you're as dumb as a Dinobot or you were built on this pathetic planet."‏

"Nope, born in Equestria," said Applejack calmly only for Ravage to think.

"No, I do not know that planet. Either it is more memory damage or it was destroyed in the early days of the war,” said Ravage calmly‏.

"What war?" asked Applejack.

"Definitely the memory damage," said Ravage.

The two buzzards flew back at that, holding a glowing substance between them and apparently arguing over who was carrying it till Ravage lost patience and fired a missile over their heads. "ENOUGH!” he roared‏. The buzzards dropped the glowing thing in front of Applejack. "Fuel up quickly," said Ravage.

"Erm...Ah don’t think that edi..." began Applejack.

"Just drink it!" snapped Ravage, pushing Applejack's face into it.

There was a metallic clank and Applejack yelled, "Ow, that hurt!"‏

"THEN DRINK!" snapped ravage, Applejack grumbling as she complied, and her eyes shooting bug-eyed wide. Applejack made a few bangs like an engine backfiring she suddenly started running around the trio at incredible speed.

"Definitely a protoform, can’t hold her energon," said Laserbeak sagely‏.

"Can't we just put her in stasis lock?" asked Buzzsaw.‏

"No, I think she'll do that to herself shortly," said Ravage calmly as Applejack said various things at warp speed‏

"Couldn't be soon enough," said Buzzsaw. Just then, Applejack's speed started to drop dramatically and she soon slumped to the sandy ground.

"Aaaand down she goes," said Laserbeak cheerfully‏.

"Good, you'll be carrying her," said Ravage as he jumped onto Buzzsaw's back.

"Why do I have to carry you?" protested Buzzsaw.

"Because Laserbeak has a low pain threshold," said Ravage before sinking his claws into Buzzsaw.‏

"We're lost," said Dante, Matt saying darkly “Shut up.” for the 5th time that hour.

"We can't figure out blip with our navigators," said Dante.

"We just need to find a landmark," snapped Matt.‏

"Sure...is it the dune over there...or the dune over there?" said Dante sarcastically, his mech pointing at the relevant areas.

"Well, we didn't wind up on a desert planet," snapped Matt, "There's gotta be...something somewhere!"‏

"Like sand?" asked Dante smugly as the two mechs strode along‏.

"Why couldn't we have gotten the flight-capable mechs?" grumbled Matt.‏

"Cause they don’t exist," snapped Dante as they strode over another dune and paused.

Below them looked like what ought to be a simple coal mining operation, though rather out of place in the desert. However, the coal was being shoveled into a large machine was churning out pinkish cube. Most noticeably, the six vehicles that were transporting the coal were construction vehicles of a uniform bright green, at least until they got to the machine and shifted to robot mode to dump the coal in.‏

"Well, we know why the Cybertronians are here. Energy mine," said Dante calmly, readying his shoulder launcher before Matt blocked the shot.

“Yes...shoot the energy mine and crack the planet in half," he scolded‏.

"Like this planet is that small and fragile," said Dante.

"We're small and fragile enough," pointed out Matt.‏

"Fine, we wait," snapped Dante‏.

"Right, those vultures have to come refuel at some point," said Matt, "Then we'll, uh, well, we'll definitely shoot them down."‏

"Urgh...it’s not like they’re gonna drop right in our lap," snapped Dante‏. Just then, there was the sound of jet engines as the two buzzard bots flew overhead, the red one carrying the pony. "Not a word, Lynch," growled Dante‏.

"Ok, take out the yellow one and the other one's sure to engage us," said Matt before pausing and saying, "Well, maybe we ought to do it away from where those other ones can see us."‏

Applejack yelped as she was dropped into the dirt by one of the buzzards. "Ow...darn varmints," she groaned, getting up‏.

"We brought the protoform," said Laserbeak.

"Excellent," said a very robotic voice. Applejack looked up to see a robot taller than the others she has seen. It was mostly blue with a large glass panel on its chest with an angular purple symbol on it. The robot's face was mostly comprised of a red visor and a large mouthplate, so it was impossible to tell its expression.

"Wh...who are you?" asked Applejack, looking around for a possible escape‏.

“I am Soundwave, Decepticon communications officer,” said the robot in a monotone, “My comrades were able to save you before you fell into maleficent hands.”

"Your varmints attacked me and Ah’m supposed to think you're the good guys?" said Applejack skeptically.

Laserbeak, Buzzsaw, and Ravage let out growls at that. "Their programming is more primitive and more likely to react with more hostility than necessary," said Soundwave, "Their roughness was to ensure your safety." The beast bots were about to protest but Soundwave gave them a look that silenced them.

Applejack could sense the lie immediately but common sense also pointed out she was surrounded and in deep trouble. Playing along was the only option‏. "So who was it ya'll were savin' me from?" asked Applejack.

"The organics of this planet are menacing to those strange to them," said Soundwave, "And the Autobots are the worst enemies. They are ruthless conquerors who will destroy anyone who gets in their way."‏

Applejack mentally rolled her eyes at that, wondering how someone could lie so convincingly and thanking her stars for her element‏. "So why go so far out of your way to save me?" asked Applejack, "You don't even know who Ah am."

"Not currently, but that can be amended," said Soundwave before reaching out with two fingers and touching either side of Applejack's head. "Interesting, it appears multiple firewalls have been placed into your harddrive programming, blocking off long-term and some short-term memories," said Soundwave calmly‏.

"How do you know that?" asked Applejack.

"I know many things," said Soundwave, "For example, you are currently unaware of your ability to transform. Shall I trigger it for you?"‏

“Ah guess so,” said Applejack uncertainly.

Soundwave nodded and began to feed in basic training programs as well as how to scan for a form, before starting to add a Decepticon loyalty program...before an energon storage silo exploded and threw everyone on their sides.

"Who the hell is that guy?" muttered Matt, he and Dante watching as their new companion was confronted by what was probably the panther and birds’ boss.

"Not sure, but I definitely know who's side he's on," said Dante, noting the Decepticon insignia on the robot.

"This again? The idiots in high command always blow this theory off..." said Matt before wincing as the leader shoved something into Applejack’s head, "Oh, that’s looks nasty. Dante, your mech has the new AIs. What’s he say it’s up to?"‏

After a moment, the AI responded, "Target is having its programming read and modified."‏

"Ok, that’s good enough for me. Rocket time!" said Matt cheerfully, Dante yelling "No wait!” before Matt fired, the rocket shooting high into the sky, over the intended target of Soundwave and down onto a silo which erupted in a blue fireball.

"Your aim’s still top notch, I see," said Dante dryly‏.

The explosion earned the wrath of the three cassette-bots who charged at the mechs. Soundwave himself started firing at them as well. "Oh well, party time," said Dante in an annoyed tone, the two opening up with their mechs’ main guns, a hail of heavy caliber rounds and plasma shooting down.

The cassette-bots were able to dodge most of the firepower, but soon started getting winged. At this, Soundwave pushed a button on his upper chest and intoned, "Rumble, Frenzy, eject." A pair of cassettes popped out of his chest which soon converted into more humanoid robots than their companions.

"Let's teach them a lesson," said Rumble before he started pounding the ground with his pile drivers.

Matt yelped as the two mechs shuddered under the shake but stayed upright. "Oi, no earthquake tests!" he snapped, firing another rocket, this time on target at Rumble.

The small bot just narrowly avoided getting shot. "I'll show ya how to really rattle 'em," said Frenzy before spinning his drills at such a high speed that they produced a piercing sonic frequency.

Matt yelped as the blast hit his mech, causing sparks in the cockpit. “Warning: sonic vibration beyond safe parameters," said the computer, Matt managing to fire his plasma gun at Frenzy enough to throw the aim off (and sadly onto Dante who began swearing at him).

Of course, this gave Rumble the opening to get closer and cause more seismic tremors. The other cassette-bots were also starting to close in.‏ Matt just snapped at that, Dante rolling his eyes and muttering "Oh, not again,” as he heard manic laughter over the com as Matt just started firing indiscriminately at anything that moved and anything that didn’t, up to and including the sand dunes.

‎The cassette-bots dodged at first, but soon paused when they realized Matt wasn't really aiming at anything. Once they had gotten back to a far enough distance, they watched as Matt wasted his ammo.

"You know, this is more fun than when Blitzwing got into an argument with himself" said Laserbeak conversationally, both of them wincing as frenzy was hit by a lucky shot and went head over heels into a pile of energon‏.

"Shouldn't we take out the other one?" asked Ravage, eying Dante's mech.‏

"No...he’s actually aiming," said Laserbeak, yelping as a shot narrowly missed. "SEE?" he snapped.

"Stand clear," said Soundwave before he fired a concentrated blast of pure sound at the mechs. The two mechs were instantly thrown backwards, sparks from their joints indicating they were out of commission. “Secure the pilots,” Soundwave ordered, adding "Alive and able to converse."‏

"What about the protoform?" asked Buzzsaw.

"She has useful data, bring her as well," said Soundwave.

Applejack shook her head before being hit by a stasis lock blast.

...And woke up with a jump in a strange room. "AJ, I thought I was the one who liked to nap?" teased a cyan winged pony with a rainbow mane and tail‏.

"I am so looking forward to doing the redecorating of this palace," said a white unicorn with a spiraling mane and tail, "Not that it needs much, but just a few little tweaks."‏

"Yeah...like some balloons and some confetti and we could even get Discord to put in a chocolate rain fountain," said a pink pony, bouncing around.

"Uh, do you think we can have a few birdhouses here?" asked a yellow Pegasus with a long pink mane and tail.

"I'm sure we can," said the purple alicorn, "But first, I want to know what all this castle has in it."‏

A mismatch of creatures in one body, floating up at the ceiling said in an amuse voice, "My dear Twilight, a castle like this is probably chock full of secrets. Maybe even some that should stay secret. Haven’t you heard about the saying about curiosity and the cat?" turning into a cat with cartoon x's over its eyes before turning back.

"Discord, this is my castle, my home," said Twilight, "Shouldn't I, of all ponies, ought to know its secrets?"‏

"Said the pony before she wandered into the cockatrice’s lair,” teased Discord.

"Oh, like that's supposed to be the defining example," said Twilight in an annoyed tone.

Just then, a little dragon ran over to her with a few scrolls. "Twilight, we've got 6-" he started letting out a flaming burp that turned into another scroll, "7 reports of those UFO sightings."

"Spike, you know there are no such thing as UFOs," said Twilight.‏

Discord just starting chuckling darkly at that till Applejack asked "What’s so funny?"

Discord said, "You think this universe is just this little planet? Oh, there are things out there that make your princesses look like foals."‏

"Oh, like you've been to other planets," said Applejack.

In a flash, Discord was in a spaceman suit and he said, "I actually have. Some places are rather boring, but others are really fun."‏ He flashed to become a balding hairless ape saying, “I have to say, Jean Luc was perhaps my favorite. But that’s beside the point...” before he flashed back and said darkly, "If you truly knew what was out there, you'd hide in this palace. I hope for everyone’s sake that these UFOs are just the Crusaders experimenting again."‏

"Yeah right, aliens from other worlds," said Applejack, "How gullible do have to be to believe in that?"

As Applejack woke up and saw she had been moved to a cave with the pilots in energy cages and Ravage standing guard, she thought to herself, 'Guess not that gullible at all.'‏

"Oh, look, the tin can’s awake,” snapped Dante from his cell at that.

"Ah ain't a tin can," snapped Applejack.

"Still in denial?" asked Ravage, "Do I have to jump start your T-Cog to get you to believe?"‏

"Just do it, even we're getting sick of the self-denial," snapped Matt.

Ravage walked over to Applejack and looked her over before reaching out one paw and hitting her in the chest. "Ow, what was that-" started Applejack before her body started clicking. Suddenly, she rose up onto her extending hind legs as her fore legs extended and hands emerged from the hooves. Her tail swung around and clipped onto her back while the front half of her head separated and moved to her chest. Now Applejack was a humanoid robot, though a remarkably unimpressive one. Her robot mode was noticeably bereft of any weapons, gadgets, or any particularly robotic details.

"You're more of a protoform than I thought," said Ravage, noticing that Applejack didn't even change size other than standing up.

"Surprise," called Matt mockingly.

Applejack wasn't paying attention to any of them. She was looking on herself and was on the brink of fainting or crashing or whatever this body does. She looked like those creatures her family turned into in her dream. Had she always been a robot? Was there a real Applejack? Was anything real?

"Erm...I think you broke her," called Matt, Ravage snapping "Shut up."‏

Just then, Laserbeak flew in and asked, "What's all the ruckus?"

"The protoform finally transformed," said Ravage indifferently, "Has Soundwave found anything useful in her datatrax?"‏

"Her internal clock’s all messed up," said Laserbeak, before looking at the humans, “Same with their mechs..."

"I said useful, not irrelevant," said Ravage.

"The mechs are scrap, but Soundwave has been analyzing the protoform's datatrax. I think he's making a presentation to Megatron right now," said Laserbeak.

Ravage looked unimpressed, "This tiny thing, it has less to offer then the organics when it comes to firepower or skills.”

"Megatron will probably want to know where she's from. Where did she say it was?" asked Laserbeak.

"I don't know. Hey, protoform, where did you..." started Ravage before looking around and finishing, "...go?"

Applejack was actually not far away, sneaking through the caverns towards where Soundwave was, peering round a corner to see the machine, Soundwave talking to something out of her sight.

"Datatrax of protoform displays prominent tampering," said Soundwave, "But unaltered data heavily suggests she is from a planet with many untapped natural resources."

"And you actually believe this planet of...ponies exists?" said another voice.

"The information indicates it does though the protoform shows modified transwarp energy," said Soundwave calmly.

"Our scientist have barely tapped the full capabilities of transwarp energy yet," said the voice, "Perhaps this protoform is from the future."

"A most logical conclusion," said Soundwave.

"Hmm...I want a full analysis of this protoform, dismantle it completely and find out any useful data from her. I shall be working on a contingency plan in the unlikely event that the Autobots win the Great War," said the voice.

"As you command, Megatron," said Soundwave.

Applejack yelped and backed off, having a good idea what 'dismantled' would mean. Unfortunately for her, Soundwave has very acute hearing and started moving in her direction. Applejack ran as fast as she could, which wasn’t very fast as she wasn’t used to two legs before a sound blast sent her flying.

"Your eavesdropping was inconvenient, but irrelevant," said Soundwave, "You've merely hastened your dismantlement." He was reaching down for her when both he and Applejack heard an appallingly horrible cacophony which made them both grab the sides of their head.

"By the Allspark!" yelled Soundwave as his systems began to fuse from sheer damage. "Ravage...I told you no torturing!” he ordered down the com.

"I'm not torturing them, he's torturing us!" snapped Ravage.

"Impossible!" snapped Soundwave, before an explosion was heard.

‎"Rumble, Frenzy, eject," said Soundwave as he let the Recordicons out of his chest, "Guard the protoform while I deal with the prisoners."‏

Matt and Dante high-fived, looking at the slowly-regenerating Ravage. "Game on...let’s see," Matt said, messing inside the hole before pulling out Ravage’s comm circuitry. "Ok, Dante, call in a cruiser,” he said.

"Command one, this is Reaper 2-12," said Dante into the comm before a voice said in a bored tone. “This is an imperial military channel, state your species and location and remain in position for arrest."‏

Dante paused and turned to Matt, "Maybe we shouldn't risk it."

"Maybe it's favoritism talking, but I'd rather take my chances with the enemies we know than these guys," said Matt.‏

Dante nodded before turning to the comm. “Erm...hi, this is the resistance. We all think you're assholes," he said innocently.

"Do not move, an imperial fleet shall be along shortly to take you all into custody," said the operator with a surprisingly bored tone.

"Good for you, definitely don’t track this signal," said Matt cheerfully. Ravage growled as he tried to get back up but Matt kicked him. "Bad kitty," he said.

Dante sighed as Matt yelled in pain, hopping in place. "Ok...let’s get out of here," he said, looking around for a weapon, his grenade pistol empty.

Just then, a blast of sound knocked them off their feet. Soundwave strode in with an annoyed tone. “You are the one who..." he began, taking into account the stasis-locked Ravage, next to the humans barely up to the top of his leg. "You are proving to be more of a nuisance than worth keeping," said Soundwave, his shoulder cannon aiming at them.

"We do our jobs so well," groaned Dante.

"Once I extract the relevant data from your minds, your bodies will be disposed of," said Soundwave before grabbing the two of them in each hand.

"Meep," began Matt before saying, “Hey Dante...you haven’t got anything else up your sleeves, have you?"‏

"Fresh out, I'm afraid," said Dante.

"Well, we're dead," said Matt simply.

Meanwhile, Rumble and Frenzy were getting bored watching over Applejack. "Ah, why do we have to watch this dumb horse anyways?" asked Rumble.

"Cause she's from another planet," said Frenzy.

"So? We're from another planet," said Rumble.

"A planet we haven't been to yet, dumb bolts," said Frenzy.

"Oh, so?"

"So, that means there's plenty of energy there to drain once Soundwave figures out how to get there."

"Oh, you think whatever's livin' there is gonna put up a fight?"

"Hope, I'm achin' to do some mayhem."‏

"And even if they don't, weapon calibration’s important," said Laserbeak‏.

"What? Yer gonna invade my home?" snapped Applejack.

"Duh, we were planning to do it from the start," said Laserbeak.

"I thought you wanted to help me," said Applejack.

"It's called 'lying'," said Buzzsaw, "Don't you have liars where you come from or do you think everything you hear is the truth?"‏

Applejack glared at that before saying, "You ain’t harmin' mah kin," her hand rotating into a gun muzzle without thinking.

"Oh look, she has a popgun," said Rumble.

"What ya gonna do, shoot corks at us?" teased Frenzy.

The blast that came out sent the duo flying backwards. Applejack looked at her gun with surprise. "Wow, didn't know I could do that," she said. She frowned at that, headed for the cells in time to see Matt and Dante in Soundwave’s grip.

She was about to shoot Soundwave when Laserbeak and Buzzsaw flew at her, shooting with their guns. Applejack narrowly avoided their assaults before saying, "The heck with this, transform or whatever." Her body switched back to her pony form, though she took a bit more notice of the grooves and seams on her. As the buzzard-bots flew in for another striker, Applejack reared her hindquarters and gave both of them a bashing on the neck.

Applejack smirked and galloped into the room at that, only for Rumble and Frenzy to pounce on her. "Going somewhere?" said Rumble as Applejack squirmed

"Your defiance is useless," said Soundwave, "You cannot match the power of one Decepticon, let alone my minions. You cannot even discern fantasy from reality."

"Ya mean the fantasies and realities ya'll want me to believe," said Applejack, "Ah don't how ah got here or why or who's who, but there's one thing Ah do know. Ya'll can try to deceive me as much ya like, but mah heart's always gonna know what's the honest truth." Suddenly, her cutie marks on both flanks blazed bright orange.

Frenzy and Rumble were sent flying, Soundwave snapping, "This is illogical!" before noticing that Matt and Dante somehow had shades on.
The bright orange light encompassed a noticeable area around Applejack before there was a final pulse. When the light faded, Applejack had grown noticeably in size, about as big as a true horse. Not that she'd be mistaken for a horse since she was more noticeably robotic in this form, with what looked like a pair of pistons in her hind legs.

Matt finally broke the silence, saying, “Applejack, could you kick this guy’s ass, please?"‏

"Not a problem," said Applejack before standing on her front legs and kicking the charging Rumble and Frenzy with her powerful new hind legs, the pistons obviously meant to enhance the power of her kicks. While she was in that position, she said something that popped into her head, "Applejack, maximize!" She stood up taller on her front legs at the bottom halves of them turned around as foot pieces and spurs flipped out from them. Her head split in half and moved to the sides of her shoulders, which were rapidly becoming hips. Her hind legs repositioned as hands emerged from the hooves. A panel near her tail opened and allowed a robot head that had the tail as a ponytail to come out. Her hat and part of her mane was flipped up into the air by the transformation but she caught it and put it on her head. Now she was a noticeably taller robot, though only waist-high to Soundwave. "Alright, pardner, let's dance," she said.

Laserbeak and Buzzsaw lunged at her again at that. Applejack reached for the pony mode head halves on her hips which turned out to be holsters for a pair of guns resembling six-shooters, but the shots they fired out were apparently more powerful as she soon shot the two bird bots out of the air.

Soundwave glared, dropping Matt and Dante and firing a series of sonic blasts at Applejack, not noticing as Matt and Dante talked to one another before running for it. Applejack managed to avoid most of the blasts before running at Soundwave. She pulled back her right arm as if to punch him, though it seemed odd that her fist retracted as it did. But when she did close to deliver the blow, the reason became clear as her right arm piston extended and her hoof extended out like a pile driver, which allowed her to belt Soundwave even harder.

The result was impressive, denting the area it hit and sending Soundwave flying into the roof with a crash. "Now if ya'll excuse me, Ah gotta be moseyin’ on," said Applejack.

Soundwave got up at that, aiming his sound blaster before Applejack glowed and vanished.

...and reappeared in a control room, the two mechs working at control consoles. "Hey, it worked, Lynch, I owe you a beer," said Dante’s voice.

‎"How in tarnation did Ah get here?" asked Applejack.

"Transporter...we....borrowed that Soundwave guy’s ship," said Matt cheerfully‏.

"Stealin' ain't the right thing to do," said Applejack.

"Oh, like stripping apart our minds and dismantling you wasn't the right thing to do?" asked Dante sarcastically but meaningfully.

"That and how will you get off planet without a ride?" reminded Matt, checking controls. "Ok...there's a few planets nearby and I can jury rig up a rip engine to get us back. Where to, oh tin pony?" asked Matt.

There was a faint orange glow and Applejack looked down to see that the cutie mark on her chest was making the glow. "Ah think Ah know where ta go," said Applejack, "Can ya open up a map or somethin'?"‏

Matt jumped out his mech and called up a holo on his wrist comp. “All local wormholes, take your pick," he said.

Applejack's cutie mark glowed brighter before a beam of light shone from it onto one of the wormholes. "That one," she said.

"Ok, Dante? Bearing 173...wormhole to dimension X-414. You choose all the fun ones," said Matt cheerfully‏.

"Hmm, there seems to be an instability with that wormhole, like a transdimensional storm, you sure we want to go in there?" asked Dante.

"It's what mah cutie mark's tellin' me," said Applejack.

"You heard the half-insane cyber. Let’s go down the rabbit hole," said Matt.

As the ship turned in the direction the map indicated, Applejack said to herself, "Hang tight, girls. I'm comin' for ya."

Author's Note

Here's the first chapter of my brand new story. This story is going to feature a lot of Transformers references and allusions, as well as a few other things. For instance, Applejack's nightmare in the opening is loosely based on this picture, but has no bearing on the rest of the story. Applejack's upgraded body uses this design, which I do have permission to use from both the artist and the commissioner. Soundwave and his minions need little explanation, though his conversation with Megatron is meant to foreshadow Megatron's fallacy plan regarding the Golden Disk in Beast Wars. And Discord briefly alludes to one of John de Lancie's most famous roles as Q from Star Trek, which he shares a lot similarities with.

Matt and Dante are the property of Largefish8 who helped me co-write this story. This is the same Matt from Nightmares and Wormholes, but actually from an earlier part of his life before he first came to Equestria. There's a bit of timey-wimey looseness here, but it'll make sense towards the end.

The updates of this story might be on a bit of a sporadic schedule, but they will be constantly flowing. Please keep an eye out for the next chapter and review this one.

Return to Equestria

Maximares Rising

Chapter 12: Return to Equestria

Being imprisoned on the ship of a mad scientist like Cryotek is not an ideal situation. But it would seem that there was more to this ship than meets the eye. "You mean to tell us that this whole ship is a Titan?" asked Twilight.

"No, just the head of one," said Cryotek, "The Autobots wanted Trypticon in as many pieces as possible."

Pinkie looked up before asking, "So...where's the rest of him?"

"Out there," said Cryotek, gesturing at a porthole to his armada floating outside, "The Autobots took the many pieces of Trypticon and fashioned them into ships or ship parts. It took quite a long time to collect as many as I could, though some were lost beyond recovery. Fortunately, I have more than enough spare parts to make up the difference and add even more on."

"You won't be allowed to get away with this," snapped Dash.

Cryotek laughed. "The humans of this time are too busy rebuilding. By the time they realise anything's wrong, it'll be too late. Now, I think it's time for the guest of honor to awaken," said Cryotek before walking over to one of the computers and typing something in.

"Warning, stasis field lowered, consciousness suppression is failing," said the computer.

There was a hum before a loud angry voice roared "METROPLEEEEX!" before there was a pause.

"At ease, Trypticon," said Cryotek.

"Who is this?" demanded Trypticon, "Where is my body?!"

"It's me, Cryotek. Don't you remember me waking you earlier?" asked Cryotek.

"Vaguely. You didn't answer my question," snapped Trypticon before pausing, "Urgh...are those some sort of...cyborgs?"

"Just a few prisoners I've picked up," said Cryotek, "Beast modes have changed quite a bit since your day."

"It's disgusting!" snapped Trypticon before he ordered, "Re-attach my limbs now, Cryotek. I have a processor ache and I have a score to settle."

"Soon enough, just let me check if your terraforming functions are still operational," said Cryotek.

"Hey! Hands off! I'm not some Vehicon for you to order around!" snapped Trypticon, the screen flashing with 'access denied'.

"This is important. You want to get your missing parts back, don't you?" said Cryotek.

"Don't threaten me, you little tin can!" snarled Trypticon, angrily.

Cryotek sighed. "This is why I put you back into stasis. And back to sleep for you," muttered Cryotek, re-engaging the field before turning to face the girls, glaring at them.

"Maybe someone should point out to you that giving this guy a body is a really stupid idea," said Rainbow Dash.

Cryotek glared before, to everyone's concern, he began to smirk.

"You know, I was going to recycle you to fuel Trypticon, but you will probably be malware to him. And that'd be too fast a demise anyways for all the trouble you've given me," said Cryotek.

"What are you going to do to us?" asked Fluttershy.

"Well, since you've been wanting to return so badly, that's what I'm going to do. I suggest you enjoy your town while you can...before I have Trypticon bombard it," said Cryotek.

Thankfully, Cryotek's forces have overlooked Zercoa's place, considering it's deep enough in the Everfree Forest. It made an ideal place for the ponies who escaped the invasion to stay.

Spike looked around with the Junkions, seeing ponies from Ponyville, a few royal guards in dented armor and even a few sullen ponies from Canterlot and Cloudsdale.

He noticed there weren't very many unicorns among them. But if Cryotek was trying to drain magic, of course he'd start with the unicorns. Hopefully, the pegasi and earth ponies' subtle magics would be too difficult for him to extract.

His Predacon sixth sense was also pointing out the hostility aimed at them. It wasn't surprising. Cryotek's forces had, according to Mayor Mare, been running roughshod across the planet. The dragonlands and hippogryphs were holding out but were in no state to help anyone.

"I get the feeling this is the most help we're going to get," said Spike.

Discord appeared. "Indeed. I wouldn;t be surprised if this motley band are the last free ponies on the planet," he said calmly.

"Cryotek couldn't possibly have invaded the entire planet," said Koff, "He doesn't have enough bots for that."

"He brought alot of friends. The attacks were all over the world," said Mayor Mare gloomily.

"Perhaps he might not have enough to be everywhere, but he's certainly where it counts most," said Bonbon.

Spike looked over at some pieces of tech some ponies were trying to get to work, "Where'd you get that?"

"From that crashed ship where the weirdo lived," said Lyra.

"Weirdo?" asked Spike, before there was a flash of a familiar face. "Oh you gotta be kidding," he muttered.

The ship itself was a wreck, though small drones were trying to repair it anyway. "He lived here till a few years ago. You forgot him? He hung out with you, Twilight and her friends alot," said Lyra, some ponies trying to break open a chest that was marked as 'food supplies'.

"How could we forget him? Especially the girls? They've been travelling with him longer," said Spike.

"Well you were turned into a robotic battery," pointed out Discord.

"Well, I got upgraded since then," said Spike, "Why didn't he recognise us though?"

Discord said, "Well, he's not met you yet. It's a question that should have been asked of him, but then again, there's a reason I didn't mess with time."

"Huh?" asked Spike.

"Well, time isn't always synched between dimensions. It could have been the past version that you've met with, before he came to our lovely world," said Disocrd.

"Urgh...it's giving me a processor ache already," grumbled Koff.

"Don't matter cause we're still underbot," said Trub.

"No girls, no Matt, no backup," said Gryme, "Ain't lookin' good for us, guv."

There was a buzzing at that, a wall screen flickering to life, the words 'intercepted traffic' seen. "Well, that's interesting," said Spike.

"Maybe things might be looking up after all." suggested Discord knowingly.

Some are wondering probably how Matt ended up with that Division 66 team and if that's related to the strange signal. Well to know that, we need to dial up the way back machine...

24 hours ago...

"You got 10 minutes then we leave, you little tin toys. Find the girls. I do not wanna be locked up in the stockade again," snapped Matt as he was prepping the cargo ship to launch.

He switched off the communications before trying the controls again. "Come on," he muttered before hearing weapon fire, looking up to see a squad of marines and mechs backing into the room under fire from some Vehicons.

"Great, and me on an unarmed freighter," muttered Matt.

The controls lit up at that. "Hostile detected...arming offensive systems," said the computer.

"Offensive systems? It better not be ramming them," said Matt.

"Dorsal plasma cannon armed," said the computer, a small screen flickering to life to show crosshairs on the cargo doors, where the Vehicon troopers were. Matt thought about this. If he helped, he would probably be locked up again...then again...

If there was one thing Matt needed a constant supply of, it's stress relief. And what could be more destressing than blowing up some evil robots?

Director Sino fired a shot from her mech, vaporising a Vehicon's head. "Keep falling back!" she yelled, another mech yelling "Where to?" before there was a boom and a blue flash.

Once everyone had their senses back, they saw the large glowing dome of missing wall where the door was, a few smouldering bits where the blast had vaporised their attackers before Sino turned to see Matt through the viewport of the Q-ship they'd been headed for. "Son of a bitch," she chuckled. Her men immediately aimed their guns at the Q-ship. "Stand down, you idiots!" snapped Sino.

There was a whine of speakers before Matt's voice said, "Am I still under arrest?"

"I saw the whole thing on camera. That idiot started gloating as soon as he came aboard. He's heading for the secure wing. You're going to tell me everything you know. SOMEONE GET HIM A RAILGUN!" snapped Sino, her and her men on the Q-ship bridge.

"Ma'am, you really want to give him something that destructive?" asked one of her men.

"Are you kidding? He coulda let us fry down in the bay...and I doubt he has a death wish...right?" Sino snapped, aiming the last part at Matt.

"Uh, of course," said Matt, "Provided we're on the same page of who's friendly."

"Like I said, given it seems Mr. Dante told Command a pack of lies, you're going to tell me everything," snapped Sino as a trooper passed Matt a boxy pistol.

"It's going to take a long time to tell," said Matt.

"Ma'am, we have a feed from secure. The intruder's there...so are the subjects," said a trooper, calling up a feed.

Matt looked at the glowing diamond-shaped artifact Cryotek was holding. "That's what he was after the whole time?" he asked.

"Object 41. We found it the year before the war started...and that thing's been after it," said Sino.

A trooper listened via her headset. "Ma'am, I think Mr Lynch's stories got some merit," she said, passing it over.

Sino's eyes narrowed as she heard what was said. "Remind me to completely ruin Mr. Dante's future promotion hopes," she said coldly.

"So are we going to get them now or what?" asked Matt.

"Indeed we are." said Sino, before looking at several troopers, "Get a team together. I want every capable warm body down there NOW!"

"Ahem," said a splitter trooper meaningfully.

Matt looked around. "Wow...guess not all the rumors were true. Never seen this many...hey, Vulx are Combine!" he snapped, pointing to a Vulx trooper.

"Division 66 isn't picky," said Sino, "There are bigger problems out there than who comes from where."

"Wait...if this is NSC...what about the-" began Matt.

Sino snapped, "Classified. Now get ready, you're going with the team."

However, it was hardly a straight line to where the Maximares were. Not to mention the hallways were occupied with a lot of escaped prisoners.

"Self-destruct suspended. Reinforcements detected on decks 2, 9 and 15," said the computer, the group turning a corner.

Matt paused a little at the snarling wolfman who had been savaging somebody much less fortunate. "Hey, it's my bunkmate," said Matt.

The wolfman looked up at him. "Oh, by the Nine, not you again. WHY COULDN'T YOU JUST BUGGER OFF?" screamed the wolfman manically.

"You always have this effect on enemies?" asked one of the troopers.

"Usually," said Matt as the wolfman threw itself into a cell and locked itself in.

"Don't count on the rest of them being this easy," said the trooper, "You weren't locked up with every inmate."

"All teams, krylock detected in your sectors. The intruders released a horde of them," said a voice on the coms at that.

"What's a krylock?" asked Matt.

There was a reptilian shriek at that, Matt noting the troopers aiming in all directions. Just then, a rift in the air opened and a cobra's head came out of it. It revealed itself to be attached to the body of a scorpion as the monster emerged from it. "So it makes portals," said Matt, "How have you kept it imprisoned?"

"Don't ask! Open fire!" snapped a trooper as the head ducked back in, before a trooper screamed as it was impaled by a stinger and was pulled into a portal.

"So, do the portals go anywhere in particular?" asked Matt.

"Well, it's classified as a demon," said another trooper.

Another portal opened, a krylock jumping out only to be torn to bits by rail rounds.

The portal immediately closed once the krylock was dead. "Well, that wasn't so bad," said Matt.

"Don't be so sure," said a trooper, "It probably had family."

"Great...anything else?" snapped Matt, adding, "A xenomorph, maybe? Or Godzilla perhaps?"

"Does this facility look like it's big enough to hold-" started a trooper before some roaring was heard. "Hold on," said the trooper. Just then, a school of Sharkticons came running around the corner, gnashing their teeth.

"Oh you gotta be kidding. You had THESE THINGS?" muttered Matt, adding, "Wonder if they're the same ones?" before he took aim and pulled the trigger. The railgun recoiled enough to hit Matt in the chest. It also left a gaping hole through at least three Sharkticons in a row.

He got up unsteadily to see the others being blown apart from weapons fire. "Director, we're almost there," said a trooper.

"You had better be," said Sino, "They've opened up some kind of portal and we can't jam it."

The group ran round the corner to see a jammed blast door. "Someone get a melter charge!" yelled a trooper.

Sino snapped, "The subjects are being taken! MOVE IT!"

"Oh for crying out loud," said Matt before aiming his railgun.

Another trooper grabbed it and said, "Bad idea."

"Tough!" snapped Matt, firing and being thrown back, the shot bouncing off.

"You really think we'd make doors we can shoot through?" snapped the trooper, another putting a disc on the door which began to glow, the door starting to melt like ice on a summer's day.

"Anyways, a railgun is not an indoors weapon, not unless you're shooting it at someone," said the trooper.

"We're through! Move!" snapped a trooper, the group running through the now-open door and round the corner.

Matt almost shot when he spotted Gonder...no, it was Spike, judging from the eyes...and who the hell was that bot with him? "WAIT!" he called. However, Spike and the other bot were already going through a portal.

Matt looked around before snatching a trooper's communicator and throwing it through the portal. "The hell?" snapped the trooper.

Matt snapped, "If your tech's as good as the stories say, you can trace that."

"You know, he's right," said another trooper, "Quick thinking there. Assuming it doesn't get stepped on or anything."

As soon as Sino heard, she had every tech scanning. "I got a partial trace, heavy temporal distortion. It's at least 4 to 5 years ahead on the other side," said a tech.

"5 years ahead?" asked Matt, "Are we already too late?"

"Like hell we are!" snapped Sino, nodding to several troopers who saluted and walked out before she said, "I want my Macguffin back."

Matt seriously doubted this gizmo was really hers to keep, but he wasn't about to contest with her now.

"I want a fleet ready to go. Send probes. I've had enough of these tin cans," snapped Sino before looking at Matt, "I assume you'll want in."

"Well, I've come this far..." started Matt.

"Good." said Sino with a cold smile, Matt gulping.

"Uh, I can't help but think there must be a better way to do this," said Matt.

"Shut up, merc. Ok, men. Scans indicate this tin can's dug in like a splitter blood tick. There's surface to air plasma cannons under the enemy flagship just waiting to blow our boys away. Which is where we come in," commanded the captain, "While his forces are spread out to suppress the major powers on this planet, they are most concentrated at this particular location."

An image appeared of a small village near a forest. From what we can tell, there's camps like this all over the planet but something there earnt this place a full complement of troops," the captain continued.

"They have also built some kind of complex, but we're not yet certain of its purpose," said the captain.

"So, what's the op, cap?" asked another trooper.

The captain said, "Our main job's to reprogram or neutralize those cannons before the fleet arrives. If those cannons are operational when they arrive, it's all over. Everything else is secondary."

"So...no liberating the persecuted locals until we get to the cannons?" asked Matt.

"If the fleet can't do its job, it won't matter," said the captain before he snapped, "Ok...report to your pods. Drop in 3."

"Isn't there a better way to get planetside?" asked Matt.

"Yeah, we can shoot you out a cannon. Of course, if we get the aim wrong, you'd end up flying into the sun," said the captain.

"I'll take the pod," said Matt weakly.

Meanwhile, the Maximares were about to go for an uncomfortable ride themselves. Cryotek declared they were to die on their planet with the rest of their kind, but he didn't want to waste any of his ships' time by taking them down. So they were going down in an escape pod, one escape pod.

"Couldn't we have...used...a cargo pod?" Scavenger winced, leaning on the pod door.

"In hindsight, I suppose we could," said Cryotek.

"They need to have laid off the energon," muttered Scavenger, pushing again.

"Why you impertinent- OW!" yelped Rarity.

"Dirge, get the mass-displacement gun," said Cryotek in annoyance.

"Wait...I...got it," winced Scavenger, the door finally clicking shut.

"Finally," said Cryotek before looking into the escape pod's window which happened to have Rarity's face smooshed up against it. "Well, I could give you a little farewell speech about hopelessness and futility, but that took more time than I was expecting. So I think I'll just go for 'Goodbye and good riddance'."

The two watched as the pod was fired. "Where's it gonna land?" asked Dirge.

"Probably where all the action is," said Cryotek, "Speaking of which, I need someone to go down there and make sure the energon transferors are working properly. Trypticon will need a lot of fuel."

"Anybot in mind?" asked Scavenger.

"The five of you," said Cryotek, "The last thing I need is some rebels interrupting my power-up."

"Aw man," said Dirge and Scavenger in unison.

"Like I need these lightweights," said Blastcharge, "I can take care of any rebels by myself."

"Only if you're fast enough to keep up," said Mirage.

"Oh please. Nothing with wheels can match a flyer for speed," said Spy Streak.

Cryotek stared before snapping, "JUST DO IT! IF YOU IDIOTS LET SOMEONE DESTROY THOSE TRANSMITTERS, I'LL HAVE YOU THROWN INTO THE SCRAP CRUSHER!"

The five lieutenants flinched back at that. "And to make sure you work as a team, I have a little upgrade for you," said Cryotek before holding up the Enigma.

Unknown to the bots, they already had some trouble in orbit, a Division 66 frigate sitting under cloak.

"Why do I feel like I'm in a coffin?" whimpered Matt as his drop pod sealed.

"This is how the pros do it," said one of the troopers on the comm.

"The pros are dicks," muttered Matt, gulping as the pod was rotated around to reveal space and a planet below. He yelped as his stomach felt like it was left behind as the pod released, a cloud of them releasing from the ship above.

"Pod release is 100% green. Formation good...entry angle is positive," said a voice over the com.

Matt tried to say something, but his tongue got in the way. "What's the matter, Lynch? Never gone spacediving before?" asked a trooper's voice.

"Kiss my ass, you jackass!" screamed Matt before the captain snapped "Stow it there! Stay in forma-" before a green burst shot up, several pods vanishing.

"AA fire from the cannons! Break formation!" snapped a panicked voice.

"Break what?! Where are the controls?!" screamed Matt.

"Twin sticks! Yank them hard left!" snapped another voice, Matt seeing them and pushing them to the left, the pod moving, other pods moving away.

"Hey...picking up a NSC beacon down there. All units, alter heading on 310," snapped a second trooper.

"Wait, what?" asked Matt, turning his pod the other way.

"Keep in formation!" snapped a third voice before another burst of fire vaporized more pods, "Lynch, stay with the group! You'll be a sitting duck!"

"I'm a falling duck right now!" snapped Matt.

"All units, pop the air brakes! Landing in 5...4...3..." snapped the apparent leader, Matt looking in panic and pulling a red lever. He felt the most horrible lurching sensation as his pod dramatically decreased in speed.

Several sonic booms sounded over the rebel camp, ponies looking up to see several small fireballs coming out of the clouds.

"Oh, now what?" asked Mayor Mare in exasperation.

Most of the pods were just overshooting, but one, on fire, was spiralling towards them.

"RUN FOR COVER!" yelled Mayor Mare.

The object slammed into the ground, causing a huge fireball, bits flying everywhere, some starting smaller fires. At least nopony was close enough to be hurt, though several were knocked off their feet.

Gryme, however, called, "Put the fire out before a patrol see's the smoke." A few ponies started grabbing buckets of water and started going around, putting out the fires.

"We have a heat signature...bearing 44-1," said a Vehicon, looking at the combiner that was leading their team.

The Enigma of Combination was supposed to make perfect combiners out of any group of bots, but apparently this combiner was half-baked. Blastcharge was the one who formed the torso while Mirage and Dirge formed the legs. Spy Streak with his long grabber arm was the left arm while the right arm was mostly formed by Scavenger's excavator arm. And every one of his components could not stop complaining.

Blastcharge snapped, "All of you. I don't like this any more than you do. Let's just do the job and hope this wears off," before he snapped at the Vehicon, "How long till we reach the signature?"

"Uh, should be about 5 cycles," said the Vehicon.

"Would be far less if I wasn't attached to all this dead weight," snapped Mirage.

"You think you're being chained down?" asked Spy Streak, "We can't even fly in this ungainly form."

"What about those fragments that came down? The gun crews swear some of them tried to avoid their shots," said another Vehicon, only to be blasted.

"Our orders are to find these stragglers and harvest them. That is all," snapped Blastcharge.

One pod had landed in the shallows of a small river, steam rising. Several timberwolves were cautiously approaching it as it cooled. They'd watched a few other of the metal eggs land, letting creatures out. This one hadn't opened yet and was cut off from the rest of its kind. The timberwolves were quite curious about what these creatures might taste like. Their wooden mouths were salivating at the thought.

They took a step back as the egg began to open like the others with a hiss, a groan and the sound of...well...food making a return journey was heard, before a figure staggered out. The timberwolves tensed, prepared to pounce...and then got a good look at the figure's face.

Perhaps timberwolves were not the brightest beasts in the forest, but they could definitely remember the destructive and explosive intruder that had dwelt in their woods for so long. Two of them that had already pounced actually fell into each other as they tried to abort their actions. The pack fell over itself to get into the bushes and watched as the figure looked at its limb and staggered off in the direction of the rest of its pack.

They'd have to hope they'd find a less lethal prey...like a manticore or maybe a dragon with a headache.

Matt was vaguely aware of the sound of clattering woods, like if someone had dropped a large bundle of sticks. But he had a few more pressing concerns, like what the inertia has done to his innards.

"All troopers, call in," said a voice on his comm.

Matt wobbled before replying dizzily, "Is that you, Mr. Flibble? I don't wanna go on the rollercoaster anymore."

"Pull yourself together, Lynch. We've got a mission," said the voice in annoyance.

"I think my kidneys swapped places," groaned Matt, pausing as he saw two of the timberwolves peering out, who yelped, one in a panic taking a mouthful of berries from the bush it was in as if to say 'Look, we're vegetarians'.

"I may or may not be hallucinating," said Matt. Just then, his stomach decided to make its biggest complaint for last.

"Just meet up, Lynch. Switch to tracker channel 2," snapped the voice.

Matt couldn't reply right away. His mouth was busy with other matters.

Once he'd rejoined them, he could see that at least a third of the drop battalion were missing. "It's a damn mess!" snapped one trooper.

"But you've been through worse, right?" asked Matt.

"No, this place is in the uncharted sectors. There's no backup if we can't open a way for the fleet," said the trooper, several more coming into the clearing where the troopers were meeting up.

"Then we'll have to see what the locals can provide," said Matt.

"Sir, enemy pod detected. Looks like it's going to land a mile off," said another trooper.

"Let's find that NSC signal first," said the captain.

"It's gonna land on the signal," said the trooper.

The captain paused before groaning, "Well don't that beat everything?"

A roar was heard at that, the troopers and Matt all throwing themselves down as a Vehicon gunship flew overhead. "Any place has to be better than right here," said Matt.

The first warning the rebels got was when a missile slammed into a cluster of tents, Blastcharge's gunship screaming into view, Vehicons dropping from a hatch in the bottom. But this time, the ponies weren't as defenseless. The Junkions quickly opened fire on the Vehicons, even if their weapons were more on the lighter side. The gunship responded by firing its main cannon again, more Vehicons coming out.

"Where's Discord?" snapped Spike, slashing a Vehicon in half.

"He said somethin' about sensin' someone," said Trub.

"Of all the...DISCORD!" yelled Spike before a blast knocked him off his feet. Looking back up, Spike saw a towering robot that looked like Blastcharge, well, part of Blastcharge. "Whoa," said Spike, "Did someone run out of spare parts?"

Scavenger snapped, "I am not spare parts."

"Will you shut up?" snapped Blastcharge.

"Why should I? Those 4 bots are the only real threat," snapped Scavenger.

"Make that 2," said Koff before her sisters sped over and latched onto her. In a few seconds, Detrio had her blaster and blade pointed towards Blastcharge.

"Oh please," sneered Blastcharge, aiming his cannon.

However, Detrio sped at the larger combiner faster than he expected, slashing at Dirge's leg as she went by.

Dirge yelped in pain at that. "Hey! Try dodging!" he snapped.

"Why did I have to get stuck with him?" complained Mirage, "At least use someone fast for the other leg."

"How do you think I feel?!" snapped Dirge, "I've been Cryotek's right-hand bot for stellar cycles and what do I get? I should be the one forming the chest, not a foot!"

Spike and Detrio looked at each other before they both fired. The shots hit Blastcharge's hips, making him stagger. "Will you two stop bickering and keep me up straight?" snapped Blastcharge. He straightened up properly at that, aiming his cannon. "I'm gonna enjoy this," he sneered, before a sonic boom was heard above, everyone looking up to see an escape pod coming in for a landing.

"Oh, looks like we're ahead of them," said Spy Streak.

Spike stared, seeing a familiar face pressed up against a window in the pod. "You've got to be kidding," said Spike.

A second later, a blast knocked him and Detrio off their feet, partially stasis locking them. "All units, aim at the pod," snapped Blastcharge, before some sort of spire shot up, slamming into the gunship and sending it reeling from an explosion.

"What?!" snapped Blastcharge.

A second shot struck the gunship, blowing it apart before a hail of what looked like blue beams shot out, smashing through Vehicons.

Blastcharge roared with frustration before opening fire indiscriminately. Though he was noticeably lagging on one leg as Dirge was busy trying to get his comm work.

Meanwhile, Cryotek was getting his armada in position. The pieces had to be arranged for smoothest reintegration. But very soon, he would be able to start.

"Incoming transmission. Priority one channel," said the computer at that, Dirge's voice cracking through.

"Boss, we're under heavy fire down here. I'm not sure who from," said Dirge's voice.

Cryotek raised an eyebrow, "I'm more wondering how you're able to use your comm as a leg. You haven't separated, have you?"

"Not exactly...look we need backup down here before-" snapped Dirge before the line went dead.

"Shall I redirect forces from local occupation garrisons?" sked the computer.

"Might as well," said Cryotek, "But it will be moot in a few nanokliks. It's time to rebuild the greatest Decepticon army of all: the one-bot army of Trypticon." With that, he placed the Enigma of Combination in a special housing port he had built into the bridge's command chair. He then sat down in the chair, feeling rather like a king on his throne. "Begin the assimilation," said Cryotek as the Enigma started glowing bright.

"Director Sino, this is Captain Benson on Scout Ship 6. I'm monitoring unusual movement from the enemy fleet," said Benson.

"Unusual how?" asked Sino.

"They're...not moving like typical ships," said Benson.

"Clarify." said Sino.

Benson thought before saying, "A portion of the fleet seems to be moving on collision courses with the flagship."

"Captain, I'm noticing some odd activity from the smaller ships," said one of the crewmembers, "I think I can hack into their comms."

"Put it on." said Benson, the comms crackling before panicked cries came in.

"All ships, break formations! This is the Tsunami. What's happening...help...HEEEEELP! Mayday, something's...all ships disregard distress calls and realign to support formations."

"The ship isn't responding!" yelled another voice, "None of them are. It's like they have minds of their own!"

Then there was a more piercing scream followed by someone yelling, "Help! The wall is eating me!"

"Cut it off, I think we've heard enough. Director, I politely recommend we send a message to this era's NSC and order in a sanitization fleet for this star system," said Benson.

"Recommendation postponed. Let's see what we're actually up against first," said Sino.

"Sir, the ships are...changing," said a crewmember.

"They're all Cybertronians?" asked Benson.

"Uh...I'm sure if this is normal for Cybertronians," said the crewmember.

The ships were indeed unfolding, bending, and twisting, but they weren't turning into robots. Most of them were just linking up with each other.

"Ma'am, it looks like several of their ships are reconfiguring into...limbs. We estimate 35% of their fleet's been absorbed, including 7 of their 12 heavy battleships," Benson said, not even sure he could believe what he was seeing.

It was also becoming clear that these weren't typical limbs. For instance, the feet had individual toes that were made from smaller ships. And some had come together to form what looked like a tail. And as the ships combined, they also seemed to reshape completely, as if the hulls had become liquid metal. They were also getting a more uniform black and purple coloration.

"Ma'am...I think we need to hand this over to this era's NSC or Division 66," Benson said with concern.

"I'm inclined to agree with you now," said Sino.

Most of the armada had merged together to form a large body with a distinctly saurian design. The flagship was getting ready to dock as its thrusters extended out to connect with the rest of the neck. As the flagship settled in, additional changes occurred on it, namely the bow and keel opening up to reveal a giant mouth filled with sharp teeth. A pair of red optics opened up on the upper part of the ship as a deep voice said, "Trypticon...online..."

"I'm making the call. We still have the numbers to do this. Send a message to our ground team: priority one. Those cannons are to be taken intact," snapped Sino.

The skirmish didn't last long after the pod had landed. With most of his bots offline and his ship compromised, the Blastcharge combiner decided to retreat. After that, everyone was trying to assess the situation, starting with getting the Maximares out of the escape pod.

There was also the problem of the black armored humanoids coming out of the treeline. Spike and Detrio weren't inclined to think they were friendly, the way they were glaring at them. The girls' views were still to be tallied. "You know, I used to think it was funny the way all those clowns could fit into one tiny coach," said Pinkie Pie as she was trying to climb out.

There was a clunk as she got free, the door giving up and falling free as well. Most of the newcomer troopers tensed up at that, except for one, the only one in a different colour. "Everybody...hold fire..." panted the other trooper in a familiar voice.

"Lynch, butt out!" snapped one of the black armored troopers.

"Matt? Is that you?" asked Applejack.

"Yeah...I have to say...the welcome from your planet SUCKS!" said Matt.

"Well it's better than last time," said Lyre.

"I'm sorry, what?" asked Matt.

Then Twilight looked over at the downed ship and said, "Say, how long has that been-" Then she and the other Maximares clutched their heads as an unexpected burst of memories hit them.

"It's an old Skyraid-class. I own one myself back home. Nothing special," said Matt.

"But...that's your ship...ain't it?" asked Applejack, "How could Ah have forgotten about that? How could Ah forget about you?"

The lead trooper snapped, "Sergeant Lynch, take a squad and secure the perimeter. Security in this camp would be laughable if it wasn't pathetic." Matt blinked before nodding, leaving with half a dozen troopers before the captain turned on the Maximares who, despite being perfectly capable of annihilating him, took a step back. "Are you insane? Ever heard the saying 'no spoilers'? It's bad enough you idiots are from the future but do you honestly wanna screw up your past too?" he snapped angrily.

"Wait, what?" asked Rainbow Dash.

"He's not met you left. This entire team's gonna get a mind wipe once this is over," snapped the captain.

"Allow me to explain," said Discord before he and the girls poof to the other side of the clearing, near the crashed ship. "By the way, girls, very interesting new look. Though I'm more of the au natural type myself," said Discord.

"Discord, what's going on?" asked Rarity.

Discord said, "Twilight knows, she's seen the damage messing with the past can do."

"But...we should have recognized Matt before," said Twilight.

"Unless Cryotek blocked our memories of him too," said Fluttershy, "He probably blocked all our memories regarding aliens so we'd be more helpless."

"Most likely. For all we know, this planet's a NSC protectorate in this time," said the captain.

"I don't think we can rely on them for help," said Twilight, "So, what do we have?"

"You have us," said the captain.

"You also have us," said Mayor Mare, "I mean, with your help, we should be able to deal with what's left of their forces in Ponyville."

There was a buzz at that, the captain looking at his comm. "Ground team. New orders. The plasma defence cannons are to be taken intact. X-K class cyberform is in orbit. Repeat: X-K class. Modify mission protocols as required," said a male voice sternly.

"X-K? Never heard of that class," said a trooper.

"It means apocalyptic threat level," said the captain grimly.

"You suppose that means Cryotek has brought Trypticon together?" asked Pinkie Pie.

"No doubt," said Twilight, "I think we may be over our heads. If only we didn't lose the Enigma." The girls paused at that, seemingly zoned out before Twilight said to the captain, "We need to go somewhere."

"Whatever it is, it can wait," said the captain brusquely, "We'll need all the firepower we can get if we're going to take those plasma cannons."

"And our going is the only way you're going to get enough firepower," said Twilight.

The captain glared before he said, "No way you're going without an escort and this camp needs to move. Some of those tin cans escaped and you can bet your ass they're reporting this camp's location to their command."

"You know you don't have enough men to deal with all those Vehicons," said Twilight, "And your ships in space won't stand a chance against Trypticon. We're the only ones who can get you the reinforcements you need."

"I never said you shouldn't do it. I said you're going with an escort," snapped the captain.

"Then we're takin' Matt," said Applejack.

"That mercenary? Fine, your lookout," snapped the captain, before walking off, yelling into his radio.

"You think we oughta give Matt a head's up of how he's gonna land here?" asked Applejack.

"We probably ought to warn him to stay away from that pearl," said Rainbow Dash.

"We can't do that," said Spike behind them at that in a stern tone.

Twilight nodded weakly. "Remember when Starlight found that old Starswirl spell?" she said, before going on to explain what she'd seen on her travels, the different timelines that had gotten steadily worse till the three had met in a blasted wasteland devoid of life, all due to Starlight Glimmer messing with history.

"And that was just messing with one world's history," said Twilight, "We'd be messing with at least two, maybe far more."

Discord said, "You'd be messing with a billion worlds, many not even from this universe."

"But he's going to forget all this, right?" asked Pinkie.

"Who could forget this madness?" asked Rarity.

"He will, as long as you let those other humans wipe his mind of this entire adventure," said Discord.

"But..." started Fluttershy.

"Don't worry. I'm sure the next chronological time he visits, he'll be able to remember everything," said Discord. Then he gave a big grin and said, "Ooh, I'd like to see that."

The girls gave discord a suspicious look as Matt came into view. Matt walked over to the girls and asked, "You ever feel like you're watching a sequel to a movie you missed?"

"Yeah...it's probably nothing," said Spike pointedly.

"Uh...so where are these reinforcements coming from?" asked Matt.

"Come with us and see," said Rainbow.

"Ok...now I KNOW this is familiar," said Matt, looking at the castle ruins.

"It's not that important," said Twilight, "Come this way."

Matt paused before following. The group went down into the gorge before entering a grotto where the Tree of Harmony grew. "Wait...this is it?" said Matt, walking towards the tree

"Please don't touch it," said Twilight, "It's sensitive."

Matt rolled his eyes. "It's a tree," he said, before pausing and amending "It's probably harmless." reaching for it only to flinch back as roots shot up, one wrapping round his wrist, firmly holding his hand in place.

"That said, I wouldn't dream of hurting such a magnificent and beautiful example of flora," said Matt.

Discord, who was leaning against the entrance to the grotto said dourly, "It's too stiff in my opinion." The root finally let Matt's wrist go, Matt jumping back.

"Hard to believe Nexus Prime stood here over a thousand years ago," said Fluttershy.

"And much has changed since I've last seen it." The Maximares looked around in confusion before a transparent apparition appeared before them.

"Nexus Prime, is that you?" asked Twilight.

"Well, not fully," said Nexus, "There was enough power in the tree for me to partly manifest here, but I'm still many universes away from where you are."

Matt seemed confused, "Erm...who are you girls talking to?"

"Nexus Prime, the guy who's the true owner of the Enigma of Combination," said Dash.

"The what?" asked Matt.

"That bauble that Cryotek stole so he could rebuild Trypticon," said Rarity.

"Oh...erm...why is that name familier?" muttered Matt.

"You're thinking of Vector Prime, darling," said Rarity.

"Uh..." started Matt.

"Chronological displacement?" asked Nexus.

"Yeah. He's a few years behind," explained Twilight, Matt snapping "OI!"

"So, I suppose you're here to give us some big power-up so we can stop Cryotek and Trypticon and save the world?" asked Pinkie.

"Well..." said Nexus hesitatingly, "I would help if I could, but I'm still many universes away from getting to your world and I don't think I'll reach there in time."

"Then how can you help us?" said Twilight in shock.

"You already have the power inside you," said Nexus.

"You know, Ah love these kinda pep talks, but Ah think we need a little more somethin' than the power of friendship," said Applejack.

"No really, you have the power inside you," said Nexus as the Maximares' insignias glowed.

Matt yelped as a pair of shades appeared on his face, looking down to see he was in a black suit, looking over to see Discord dressed similarly.

The six Maximares floated up as they started transforming. Applejack and Pinkie Pie compacted on themselves as sockets opened in their backs. Rainbow Dash and Fluttershy extended slightly as their legs became longer before clamping to themselves. Twilight both unfolded and compacted, her body taking more of a stout form. Her left leg plugged into Applejack while her right leg plugged into Pinkie Pie. Her arms moved back as Fluttershy became her new left arm and Rainbow Dash her right. Rarity contorted before plugging into Twilight's chest, which filled up the torso. Golden light streamed from the end of the new limbs, forming new hands and hoof-shaped feet. A ball of golden light shined on their shoulders before a golden equine head appeared. The combiner spread out her wings, which were made up of Twilight's, Rainbow Dash's, and Fluttershy. "Arise, Equinaut," said Nexus, "You are the living embodiment of harmony."

"Flashy," said Matt.

Discord said, "Show off."

Equinaut stretched out her arms in a heroic pose...before she started losing balance. "Whoa, whoa, whoa!" she yelped as she tried to keep from falling over. She pinwheeled her arms, but it was pretty clear she was going to fall, away from the tree fortunately.

Matt hadn;t survived this long in his job by not spotting incoming pain, and as such ran out the way just before the combiner landed on Discord. "Ow..." squeaked Discord.

There was a flash and the Maximares were in a pile on top of Discord. "That...was not as easy as it looked," said Twilight.

"It takes practise, but you will learn." said Nexus Prime kindly.

"We don't have time for that," said Rainbow Dash, "Cryotek has the Enigma and Trypitcon's fully assembled. And even if we can figure out this combining thing, I still don't think we'd be big enough to take on a gigantic Titan."

"I agree...but I believe you met someone big enough..." said Nexus Prime with a knowing smile.

Twilight could only think of one person who Nexus could be referring to. "Well, maybe, but he's in another universe too," said Twilight.

"He's not as far as I am and I can help you summon him quite easily," said Nexus.

"You can?" asked Applejack.

"Yes, but you're going to need a lot of open space for this," said Nexus.

Discord grinned "Space you say?" readying a finger snap.

"Hey, let's keep it within a breathable atmosphere," said Matt.

"You weren't even listening to all of our conversation," said Pinkie.

"I know someone who twists words when I see him," said Matt.

"Oh please, I'm not going to risk a paradox," said Discord loftily.

"Wait, we won't be able to keep in contact with you if we move away from the tree," said Twilight, "How will we be able to summon him?"

"Don't worry, I'm giving you all you need," said Nexus, putting one transparent finger to Twilight's horn. Twilight shook as she felt knowledge of advanced communications entering her mind, and where to focus it

"Now go," said Nexus, "And remember; the greatest power you have is in each other." With that, his image disappeared.

"So...what did tech support say?" asked Matt.

"Well, first of all, we need some more elbow room," said Discord before snapping his fingers.

A minute later, the group were in the middle of the Apploosan desert miles away, Matt for some reason blackened and gibbering. "That's odd," said Discord, "I didn't do anything different than normal."

"It happens," gibbered Matt before falling backwards.

"Ok, girls, I'll need a little more power if I'm going to get a signal across dimensions," said Twilight.

"Ok...that's impossible," said Matt.

"I've had a lot of things proven possible to me during this journey," said Twilight.

"Lets just hope nobody in orbit's listening," said Matt nervously.

Then rainbow-colored power started flowing from the other Maximares to Twilight. Her eyes and horns glowed white before she let out a pulse that vanished in the blink of an eye.

On Nebulos, Fortress Maximus had, since the weird pony bots had left, seen alot more company. Being bonded with a member of the Nebulon army meant that he technically had a job again. For the first time in years, he had a use.

But it didn't feel like much of a use. A war machine like him didn't have much use during times of peace. Even the Quintesson invasion had already ended before he could get involved. And Fortress Maximus was still getting used to his new Headmaster and Llyra was much different than Galen.

"Urgh...It's nice having a crew and a partner again, Lyra, but don't you wish something would happen to break the tedium?" asked Cerbros her over their link.

"Peacetime is hard-won. You of all people should know that," said Llyra.

"That is true," said Cerebros, "But I would have thought there'd be more to do without war."

"My advice; enjoy peace while it lasts. In my experience, there's always another war," said Llyra before Cerebros paused, hearing a faint voice, just out or legibility.

"Did you hear that?" he asked, the voice heard again, a little louder. "Let me adjust my receptors," said Cerebros.

"Hello? Is this Fort Max?" said a familiar voice.

"Wait, I know that voice," said Llyra, "Is this Twilight Sparkle?"

"Oh thank Celestia. This is the third try and I was afraid I might need to magic away Discord and Matt's mouths if they laughed again," Twilight said before adding, "We need your help. Cryotek's at our homeworld. He's rebuilt Trypticon."

"Who's Cryotek?" asked Llyra.

But Cerebros was more concerned. "Trypticon is back?" he asked.

"Yes, he's in orbit of our planet. Please, we need help." said Twilight urgently.

"How far is it to your planet?" asked Llyra.

"It's...we're sending you coordinates to a wormhole that will work," said Twilight before saying, "Please hurry."

"Analyzing coordinates," said Cerebros, his supercomputer mode lighting up as he processed the data. "Oh, another universe. We'll need to fire up the space bridge," he said.

Llyla said, "I'll call Command. Going alone sounds like a bad idea."

"We'll need as much reinforcements as we can get," said Twilight.

"Hmm...anyone in particular you had in mind?" asked Cerebros.

"Anyone you can find," said Twilight, her voice starting to crackle.

"Just a moment, I'm picking up others," said Cerebros. His screens blinked pink, blue, white, and yellow as he received and processed more data. "Where's Applejack?" asked Cerebros.

"Matt laughed again," said Twilight dully, adding, "Applejack's explaining that it's not nice to laugh at people's expense."

"Well, your friends have some good recommendations," said Cerebros, "We'll bring them along."

"Ok, again, please hur-" began Twilight before the line died.

"She must have had a power boost to even call that long," said Llyra, adding, "Command says we can have a dozen or so ships but that's it. Any more and Earth'll butt in."

"I just hope that there isn't much between us and Trypticon," said Cerebros, "He'll be enough of a handful on his own."

"Fingers crossed," said Llyra.

"I lost it," sighed Twilight.

Matt, from where he was tied to a rock, said, "Our ship's need a dedicated power generator for interdimensional calls. Be proud you lasted that long. NOW SOMEONE UNTIE ME!"

"So what now?" asked Rainbow Dash.

"We can only wait and hope they get here soon," said Twilight.

"We get those cannons and call in the fleet," said Matt as Fluttershy untied him.

"That may not be enough to-" started Rarity.

"Girls, I think we need to move this conversation elsewhere," said Discord.

A gunship screamed into view out the sun at that, a missile fired at the group, scattering them and letting it disgorge its cargo of troopers.

"Didn't Cryotek merge all his ships into Trypticon?" asked Pinkie.

"Probably not all," said Twilight, "He probably left some in reserve."

"JUST SHOOT THEM!" yelled Matt over the gunfire before giving a whimper, looking down to see a smouldering pile of fabric. "My hat..." he said in a tiny voice, his left eye beginning to twitch.

Discord spotting that and muttered, "Uh oh...biiiig mistake.", clicking his finger and him suddenly being in a foxhole in a WW2 uniform as Matt said in an angrier tone "WHO SHOT MY HAT?" before a second blast from the gunship narrowly missed him.

"It's just a-" started Rainbow Dash before Applejack covered her mouth.

"Ya know better than that," said Applejack.

"You shot my hat," said Matt in a gibbering voice, one Vehicon taking a potshot at him and getting its head blown clean off before Matt unslung the tube across his back. "That's it, you can shoot at me all you want, BUT NO TOASTER SHOOTS MY HAT!" he screamed, firing the tube at the gunship, a red beam lancing through the bridge screen and out the roof at an angle. The ship lurched to the side before crashing, intact, on top of most of the Vehicons, shrouding the area in sand clouds.

Despite the crash, not every Vehicon perished. There were still two alive. "Ok, it was only a simple organic. We can get him if we rush him, right?" asked one.

"You kidding? He took out our entire squad and our air support with one shot. We're not equipped for that level of crazy," snapped the other, shaking his companion in a panic.

"You know that Blastcharge would dismantle us for deserting," said the first Vehicon.

"Well he's not here. That lunatic with the laser is though," said the second Vehicon.

A beam shot between them, both turning to see Matt swearing and adjusting his aim, one of the Vehicons screeching "RUN AWAY!", the two transforming to vehicle mode and driving off in a panic.

Applejack blinked before saying, "Ok, we got rid of those varmints, but we've still got a lot more waitin' for us back at Ponyville."

"And we gotta get past a small army." said Matt thoughtfully, before looking at the mostly intact dropship.

"No way it'll be that easy," said Rainbow Dash.

"You got a better idea?" asked Matt.

"Lynch, this is a stupid idea," said Captain Greaves, looking at the dropship that Discord had teleported back with the group.

"It worked on the Trojans," said Matt.

"Because they were the first people to fall for it. Everyone else would see it coming a mile away," said Greaves.

"Have these guys even heard of the Trojans?" asked Matt.

The Maximares exchanged unconvinced looks. "Assuming this gets us close to where they're based, do we have enough firepower to seize it?" asked Twilight.

"We don't have a choice, fleet won't wait. We got a couple of hours," said Greaves in an annoyed tone.

Fluttershy sighed and said, "Too bad. We could use all the help we can get."

"SIR...INCOMING!" yelled a trooper looking at a computer, stormclouds forming.

"What is with the crazy weather on this planet?" asked Greaves.

"Incoming jump point!" yelled another trooper as the air seemed to distend.

There was a loud cracking sound like thunder and a thick smell of ozone that preceded a bright flash of light. When the light faded, four new figures were there, looking rather confused. Then the female one looked over and asked, "Tigatron?"

"Airazor?" he responded.

"Tigatron? Airazor?" asked the third.

"Cheetor?" asked Airazor.

"Cheetor," confirmed Tigatron.

Cheetor looked at the fourth one and said, "Uh..."

"Icebird," said the large owl in annoyance.

"GUNS UP!" yelled Greaves, dozens of laser sights aimed at the group before Matt yelped "Friendlys! Hold your fire!"

Pinkie Pie, Rainbow Dash, Rarity, and Fluttershy were already running over to the new arrivals. "You're all here!" said Pinkie excitedly.

The three Maximals and one Mutant turned to look. "Oh, you. I might have known," said Icebird, sounding slightly perturbed.

"Ok, for those of us who are a little behind, let's have some introductions," said Matt.

"Matt, you've already met Cheetor and Airazor," said Rarity.

"Uh..." said Matt uncertainly.

"She was in Axiom Nexus...but I suppose you don't remember much of there," said Rarity.

"No...not really," said Matt faintly.

"Well, you didn't meet Tigatron and Icebird on prehistoric Earth, not directly," said Rainbow Dash, "You guys did make it back to Cybertron, right?"

"Yes, but things didn't happen as we expected," said Tigatron.

"Megatron?" asked Fluttershy.

"We didn't even get involved with him," said Icebird bitterly, "We were sent on 'important quests' by the Oracle. We only learned too late that most of them were fools' errands engineered by the Quintessons. Many were lost, including Dinobite and Leatherhide."

"Quintessons? Was Cryotek involved in their invasion?" asked Twilight.

"How did you know?" asked Tigatron.

"Well, he boasted it to us," said Pinkie, "Long story short, whatever happened to him, his future self made us into robots, used us to find the Enigma of Combination. And now he's reassembled Trypticon who's up in orbit."

"Trypticon?" said Cheetoh with concern.

"Yeah, we need all the help we can get," said Dash, "That's why we asked Fort Max to bring you here."

"Just a moment," said Airazor, "Fort Max? As in Fortress Maximus?"

"Yeah," said Dash.

"But he hasn't been seen since the end of the Great War," said Tigatron.

"Well, it's a good thing we found him when we did," said Applejack, "Ah reckon nobody else is big enough to tackle Trypticon."

"If he gets here in time," said Greaves, adding, "This changes nothing. Those cannons need to be under NSC control."

"What cannons?" asked Cheetor.

"Several plasma cannons that are pointing up towards space that'll keep the fleet from coming in to fight Cryotek's forces," said Fluttershy, "We need to take those cannons so we can use them on Trypticon."

"We take the cannons, our fleet can finish the job," said Greaves.

"Against Trypticon, I'm pretty doubtful," said Airazor, "Trypticon is as tough as they come. But they might soften him up."

"It's better than nothing," said Matt.

"And you can count on all of us, right?" asked Tigatron, directing his question towards Icebird.

"If it involves destroying Megatron's work..." started Icebird.

"Cryotek's, really," said Applejack.

"Close enough. He helped developed the virus that robbed my fellow Mutants of their robot modes. I'm in."

"Well, that dropship can get us in," said Matt.

"Possibly get us in," corrected Greaves.

"It'll only need to get us so far," said Cheetor.

"Whatever we do, we're on the clock. Fleet moves in within the hour regardless," said Greaves.

During the short flight to Ponyville, some of the passengers had a chance to catch up. "So, you ended up in Axiom Nexus for how long?" asked Tigatron.

"I'm not really sure," said Airazor, "Felt more than long enough working for the Freelance Police Legion. Heh, I bet they're going crazy trying to figure out where I disappeared."

Twilight meanwhile looked down in horror. The town below had taken more than a few blows, just her castle still standing. A few ponies could be seen, fleeing into one of the few intact buildings as the dropship went overhead.

Worst of all was the prison camp that was set up near the dam. Considering the energon transmitters were also there, it was probably also where the ponies were being drained of their magic.

"Lotta lifesigns," said Cheetor, who was at one of the controls as they went over it before the comm buzzed.

"Unit 291, you aren't due back from patrol yet."

The passengers glanced at each other. There was an unsaid question: who would sound most like a Vehicon reporting in?

Matt grappled up to the comm, cleared his throat and before anyone could stop him, said in a surprisingly passable Vehicon tone, "We got some prisoners out in the desert. Dozen or so of those organics Cryotek wants drained and some sorta...mix of a thing. Lotta energon from him."

"Wait, how'd you bag all of them?" came the reply.

"We caught 'em unaware. They thought they could hide in some cave system. Scanners picked em out bright as day," said Matt.

"Ok, you got the drop on them, but how did you catch them?" asked the Vehicon on the comm.

"You kidding? We caught them asleep of all things. These organics...so overconfident," sneered Matt.

The Maximares glared at Matt. While the deception was necessary, he didn't need to make them sound so feeble.

There was a pause before the voice said, "Ok, come in for a landing. We're sending a team." The ship cleared the dam to see the main camp, three huge cannons pointed skyward and several silos nearby, as well as a control tower and several buildings.

Matt mouthed at Cheetor, asking where the weapon controls were. Cheetor looked over the controls before pointing them out.

Matt quickly pressed the shown buttons, several target reticules appearing on the buildings and tower. "Unit 291, what in the Allspark are you doing? Break lock!" yelled the voice on the other end.

Matt dropped the disguise, "Sorry...loose trigger." before he slammed on the fire button, a hail of plasma blasts and missiles carpet bombing the apparent barracks and blowing the control tower to pieces.

"Go, go!" yelled Greaves as the doors for the dropship opened.

As soon as they were open, Tigatron, Airazor, and Icebird flew out. "Interesting jet mode," said Tigatron.

"Well, a falcon's not as useful as you think in the big city," said Airazor, "But mostly, there just aren't many bots wearing beast modes."

The few Vehicons seen were mostly in a panic, and as such were easy prey. "Area secure, though the control bunker's intact. Could be some in there," said a trooper.

"We're not stopping here," said Twilight, "Maximares, maximize!"

"Squad, move up!" yelled Greaves, the troopers running forwards alongside, before the bunker opened and a hail of gunfire shot out. Coming out of the bunker were Tanks, Assault Trucks, and Demolition Drones, more heavily armed and armored.

"Take flaaank!" yelled Greaves before a blast hit his squad, vaporising them. The rest of the troopers scattering for cover as the rest concentrated fire on the Maximares and Maximals.

Icebird swooped over them, causing a few Vehicons to look up. Then he swooped down at them, diving like a bomb. The Vehicons were amused at this owl trying to attack them, right until he turned into a polar bear in midair. Two Vehicons were torn apart in seconds, the others backing up to fire only to be fired on by Airazor, taking out more.

Matt got on his comm and said, "Spike, junk girls, you're up."

The Vehicons heard a roar at that, turning in time for one to be melted by a blast of flame as Spike, in his dragon form, swooped down on them.

They also heard the gunning of motorcycle engines as the Junkions sped onto the scene. They quickly formed into Detrio before opening fire on them.

Cheetor and Tigatron were fighting side by side among the Vehicons. "Just like old times, right, big cat?" asked Cheetor.

"You have grown much stronger since then, little cat," said Tigatron.

"Someone hit the alarm!" yelled one of the Vehicons, one running back for the bunker only to gag as three railgun rounds from the troopers went through its spark chamber.

Meanwhile, the Maximares were fighting their way towards where the prisoners were being kept. The guards here were trying to call for backup when the 6 arrived, though it helped the girls that the backup and communications had gone up in smoke when the nearby cannons, their nearby backup and their comm tower had been blown to pieces.

"Ok, once we free the ponies, Trypticon should be cut off from his power supply, right?" asked Dash.

"He should be," called Twilight, blasting a Tank Drone taking aim at Rarity.

"We better hope Trypticon hasn't fully charged," said Rarity.

Meanwhile, out on the edge of the system. "Sir, we're picking up weapons fire at the firebase. Looks like the teams in," said a crewman.

"About time," said the captain, "Once we turn the cannons on that monster, it'll be all over."

"Sir, incoming jump point, matches space bridge technology. It's right off starboard," said another crewman in a panic.

"He must have summoned reinforcements," said the captain.

"Incoming does not match Cybertronian designs. We're being hailed," said a third crewman.

Director Sino walked in, "On screen, lets see who these people are."

"Translators processing..." said the computer before the image of a green-skinned man appeared on the screen.

"Greetings, we are Nebulos Defense Command. We suggest you clear the area while you can," said the man.

"This is Director Sino of the Nullspace Security Coalition, Division 66. You have entered a free fire zone and a military operation is about to commence," Sino said coldly.

"You don't understand," said the Nebulon commander, "There is about to be a literal clash of the Titans."

"We're aware of the XK-class lifeform orbiting the nearby planet. My ships are here to neutralize it," said Sino, before a tech whispered to her "Another signal is approaching...another XK-class."

"You do not what to get in Fortress Maximus's way," said the Nebulon commander, "If he doesn't stop Trypticon, nothing will."

"Confirmed...it's a big one," said the same tech.

Sino glared, "I have personnel planetside. If you think I'm leaving them, commander, you are sorely mistaken."

Just then, one of the techs on the Nebulon side said, "Sir, Fortress Maximus is showing depletion of energon level. I think the space bridging has drained his reserves."

Sino grinned at that, the grin of a card shark knowing they had a winning hand. "Commander, it seems we may be able to help after all. My team seems to have secured enemy reserves of energon at last report."

"It would be greatly needed, but Trypticon would destroy Maximus before he can get to it," said the Nebulon commander.

"We also have control of their air defence cannons, or will shortly," said Sino.

"I don't think Trypticon can be felled that easily," said the Nebulon commander.

"But it might give us a chance to keep his attention," said Sino.

"We can only hope to buy Maximus enough time," said the Nebulon commander.

Sino looked at the captain, "Signal the fleet and ground teams. We're moving in."

While the Vehicons were being fought, the Maximares were busy getting to where the ponies were kept. Fortunately, the guards were more preoccupied elsewhere. "Ok, this is it," said Twilight.

"Twi, whatever you're doing, hurry up. We got the cannons, but the fleet's moving early," snapped Matt, adding, "You gotta get those civvies out of there and help us. We got heavy in-" before the line was cut off by an explosion.

"No time to wait," said Twilight before shooting out the lock.

The door swung open, a Vehicon looking up. Looking at the various guns pointing at him, he threw up his hands and yelled, "Don't shoot! I'm unarmed!"

The ponies glared, more so as the lights came on to show hundreds of booths, glowing lines going into the ceiling. "That's about enough booths for every unicorn in Ponyville and Canterlot," said Rarity.

"If not more," said Fluttershy.

"Only if they haven't started draining pegasi yet," said Rainbow Dash.

"Or earth ponies," said Applejack.

"Huh, they have far less power. Lord Cryotek wanted energon," sneered the Vehicon, moving back towards a console before Twilight saw three larger booths.

"There, the princesses," said Twilight, pointing.

The Vehicon grinned as the six ran over, backing up further towards the communication console.

"Don't worry, we'll get you all out," said Twilight as she scanned the pods.

The Vehicon immediately hit the communicator. "Lord Cryotek, they're here-" before a blast took his head off.

Spike stuck his head into the lab and said, "Thought you girls might need some backup." He spotted the princesses at that. "Oh no," he muttered.

"Twilight, I'm pretty sure everyone's still alive," said Fluttershy, "But they're probably still very weak."

"But...but we can't just leave them," said Twilight, before more explosions were heard, from the cannon base.

"I'm not sure if we can get everyone away in time," said Fluttershy.

"Twi, we need to help the humans. If the cannons are taken..." Spike began kindly.

"I know, but we can't leave them vulnerable like this," said Twilight.

"They're safer here than you'd think," said Spike, more explosions heard.

"Good point," said Rarity, "This may be the safest place around."

Twilight took one look before heading for the door.

"Fall back!" yelled Matt, pulling a half-dead trooper behind cover as a Vehicon jet drone strafed them. They shoulda expected that the crew had sent for backup before coming out to fire. By luck, the team had gotten the cannons reprogrammed first.

Even so, the Vehicons were coming in larger numbers than expected, especially when that Blastcharge combiner showed up.

"They're winning, boss...aren't they," groaned the wounded trooper, one of his arms gone.

"Like hell," muttered Matt, firing his laser cannon at the jet, sending it spiralling down.

The Maximals have started to lose ground, especially after Airazor was shot in the leg. Or maybe it was one of her nosecones. Matt wasn't looking when it happened.

"How many of these assholes are there?" snapped another trooper, blasting a Tank Vehicon to pieces before a beam sliced him in half.

"They didn't set up an assembly factory, have they?" asked Cheetor.

"Hell if I know. They have a small fleet in orbit," snapped Matt before pausing and muttering, "In orbit." Matt looked up at the large ship overhead that the combiner had come here on, the one that was still spewing out Vehicons. "That's where their assembling line is," said Matt.

"Sir, fleet on the line. They're moving in and demanding cover fire," yelled a comm trooper.

"Get those cannons pointing skyward!" snapped the acting commander.

Blastcharge laughed as he fired a missile into a group of troopers before he heard a deep rumble, one of the cannons slowly turning to aim at the factory ship overhead.

"Hey! Stop that cannon!" he yelled, pointing his left arm at the cannon.

"Hey, you're using up all my missiles!" snapped Spy Streak.

"And you've just been using me for smashing," said Scavenger, "I can shoot too."

A second later, there was a deafening boom that almost blew out the combiner's audio receptors, coupled with an explosion as the factory ship began to break up.

"No! You idiots! You let them destroy the factory!" yelled Dirge.

"Sir...incoming targets from the syphoning center," snapped a Vehicon.

"Now what?" snapped Blastcharge.

"You can surrender," said Twilight's voice.

The combiner turned to glare at the Maximares. "I knew we should have terminated you before," said all of its components at the same time.

"Well now's your chance," snapped Dash.

The combiner roared before trying to smash them with its fists. The Maximares ran around him rather easily. "Remember when we fought Abominus. Aim for the joints," called Rarity.

"You stay away from my joints!" snapped the Vehicon combiner.

Applejack and Rainbow Dash decided to be a little more direct in their attacks, aiming their shots at the combiner's head.

"Ow! OW! OI!" snapped the combiner, swiping out.

The Maximares poured it on the combiner as they were aiming at its elbows and knees. Rarity tried to knock it over by ramming into the Mirage leg, however it didn't have quite the desired effect. "Ow, ow, ow," whimpered Rarity, rubbing her injured shoulder.

"Here, let me show you how it's done," said Applejack before hitting the leg with her piledriver.

The reaction was alot more impressive, the Mirage leg juddering, before the combiner swept out, knocking the two flying.

"I HAVE HAD ENOUGH!" roared the combiner as the turret on Blastcharge's chest aimed at them.

Spike, in his Predacon form, tackled Blastcharge at that, knocking the shot off target. "Not a chance," Spike snarled, digging his claws in.

"Get off me!" snarled Blastcharge.

"Make me," snapped Spike.

Just then, Twilight paused before looking upwards. Then she called, "Spike, hold them still for a minute."

"Let...go of us," snarled Blastcharge, trying to pull his body free.

Twilight's horn glowed before she shot a red orb that hit the armpit under Spy Streak. "Get clear!" yelled Twilight.

The space battle was in full swing, Nebulosan and Division 66 ships exchanging fire with Vehicon ships, giving cover to a large vessel. On Fort Max, a crewman said, "Captain Llyra, we're picking up a beacon. Do you see it, Maximus?"

"I am focusing on it now," said Cerebros.

One crewman turned to Llyra and asked, "Not to pry, captain, but which part is actually Fortress Maximus?"

"The Titan has his own spark, but Cerebros acts as his brain module," said Llyra, "They require me to make the connection between the two and we form Maximus's personality together."

"Trypticons noticed us. These Nullspacers are brave. They're taking heavy losses," said another crewman.

"And we need to keep as much energon as we can spare before we refuel," said Llyra.

"Might we have one for one shot?" asked Cerebros.

"At what?" asked Llyra.

"That beacon specifically marks the target for destruction and our friend Twilight has placed it."

Llyra paused before she said "By all means...fire."

A cannon on the bottom of Fort Max slowly lowered to aim at the planet before starting to glow.

"A little red blob? Is that your best?" laughed Blastcharge, throwing Spike to the side.

"That's just a prelude," said Twilight before changing to her wheeled vehicle mode and driving off. The others got the hint and quickly ran off too.

Blastcharge looked around to see the humans running too, before noticing he could see a glow around him, before looking up in time for a yellow beam to engulf him. Reportedly, the last thing the combiner's components said was "Oh slag."

Once the beam ended, there was just a glowing pile of molten metal, the rest of the Vehicons staring before one of them was hit by a railgun, the rest falling back before the human troopers cheered, before Matt called "Ok, kiddies, let's start poking holes in the flying kaiju bot."

"Yeah, before 'e starts pokin' 'oles from up there," said Detrio, looking upwards.

"Ok, I reckon shooting him in the face. Do Titans get concussions?" asked Matt.

"How about we put you right in front of him and see if it leaves a mark?" asked Airazor, still a little sore from her leg being shot.

"I'm being serious. Last I checked, even the biggest things at least get concussed when hit in the face hard enough," snapped Matt.

"I don't think these cannons have the accuracy to aim for his face," said Tigatron.

"He's the size of a moon and those things flicked drop pods out the air," said Matt.

"Your drop pods probably have thinner armor," said Cheetor pointedly.

"They're also smaller," said Matt.

"I wouldn't get your hopes up about these cannons destroying Trypticon," said Icebird, "Typically it takes a Titan to defeat a Titan."

"Yeah but it'll knock him senseless till Maxie can land," said Matt.

After centuries of being scattered across the galaxy, Trypticon didn't wake up in the best mood. And these annoying insects were making it even worse.

He blasted one apart only for three to take its place. But soon, once these were dealt with, he could calibrate his weapon systems on the planet below. That wouldn't take long at all. It's not like those organics had any real weapons.

He turned his head to see a better challenge. Another Titan, and one he knew. "Metroplex," snarled Trypticon.

"Actually, that's Fortress Maximus," said Cryotek in his head.

"Close enough," snapped Trypticon.

"Hey! HEY! Concentrate on the others!" snapped Cryotek as Trypticon overrode the controls. He had a score to settle.

Cryotek activated his comm and said, "Dirge, tell me you have that annoying uprising quelled." There was a long pause of silence after that. "Dirge? Blastcharge? Mirage?" asked Cryotek, trying the different comm channels.

"METROPLEX" roared Trypticon as he closed, grabbing a Nebulosan ship and tearing it in half before throwing the parts aside.

"I told you, it's not Metroplex," snapped Cryotek, "The color scheme is all wrong."

"Whatever!" snapped Trypticon, aiming a blast at Fort Maximus. The Titan was clearly on fumes, barely reacting. "Too easy," he smirked, before three anti-battleship plasma charges sailed from planetside and hit him in the back of the head, before another three slammed into his back.

Trypticon roared in pain, a sound so great is somehow managed to reverberate in the vacuum of space. He turned blindly as more shots hit him. They didn't harm him much but they still hurt and the headshot had blurred his visual sensors. It was the opening Fort Max needed.

He descended down to the planet, heading for the coordinates of where to refuel. Hopefully, there would be a parking space big enough for him.

Llyra paused as a communication came in, Matt cheekily saying, "Welcome to Gas and Gulp, all energon, all the time. Land near the cannons." Three more shots came shooting past Fort Max to hit Trypticon in the face again, several swearwords heard from the giant bot.

"Matt, still hanging around with those ponies?" asked Llyra, "Where's Dante?"

"Hopefully getting arrested for false reports. Alter your heading to port. You're gonna land on a prison camp otherwise," said Matt.

"Confirmed," said Cerebros.

"Don't worry too much about Mr. Ugly up there. We're giving him something to think about," said Matt, a triple boom heard as the cannons fired again.

"You do realize eventually he's going to fire back," said Llyra.

"That's why we're rigging this for auto and falling back. Drink up before he fires," said Matt, the line going dead.

"Should we question where they got energon on an organic planet that shows no signs of energon seeding?" asked Llyra.

"No...I think not," said Cerebros darkly as the giant city landed just outside the cannons before a screen appeared and zoomed in on the Maximares and Maximals, as well as the troopers leaving the complex as fast as they could.

"Shall we welcome them aboard?" asked Llyra.

"Considering we're going to be fighting Trypticon in robot mode, that might not be a comfortable ride for everyone," said Cerebros.

"Looks like Twilight found the rest of her friends," said Llyra, before she noticed a dragon-bot behind them.

"Is that dragon bot with them or attacking them?" asked Llyra.

"I think it's with them," said Cerebros, sighing in relief as he started draining the energon from the silos. "Hmm...it's got more of a tingle than regular energon, more of a kick," said Cerebros.

"Hurry up. We need to get back into orbit before those cannons run dry," said Llyra with concern.

"Wait!" came Twilight's voice over the comm, "We need to come with you."

"Hey, where we're going next will not be a picnic," said Llyra angrily.

"What kind of a picnic would be in space?" asked Pinkie's voice, "Wouldn't the food float away?"

"Look, we gotta finish this," said Applejack's voice, "Cryotek has the Enigma and Ah think it may give him an edge. Besides, we all gotta reason for payback."

There was a pause before Llyra sighed, "Opening hatch 3, get in here."

The flying Maximares picked up their flightless friends and flew to the hatch. "Ah hope we've figured out this combinin' thing before we fight Cryotek," said Applejack.

"We'll have to," said Twilight.

"What about the others?" said Fluttershy with concern, looking at the Maximals and humans down below as the hatch sealed.

"I think they've helped us as far as they can," said Twilight, "This is a battle we'll have to fight ourselves."

Cryotek meanwhile was in a bad mood. The cannons had stopped but it seemed that the control circuits for Trypticon were on the fritz. His several attempts to hail his bots on the planet have only met silence, which largely indicated that they were all offline.

"You should have destroyed the planet," sneered Trypticon tauntingly.

"Be quiet," snapped Cryotek.

"You should have terminated those pony-bots while you still had them. Look how much of a mess they made when you let them go," taunted Trypticon.

"I SAID SHUT UP!" yelled Cryotek before freezing as a ceiling turret aimed at him.

"I don't think so. You aren't giving orders anymore. I only listen to Lord Megatron and you are not him," sneered Trypticon, before saying, "I think I'll let you watch how a true Decepticon gets rid of his enemies." The view showed the rising Fortress Maximus.

Then one of the instruments on Trypticon's consoles pinged. "I don't believe it. Those wretched mares are coming back," snapped Cryotek.

Trypticon began to laugh at that, "Oh, wonderful. You have a chance to redeem yourself."

"It's time that I finish this personally," snapped Cryotek as he grabbed the Enigma, "And for that, I'm going to need some armor."

"Where do you intend to get it?" sneered Trypticon.

"You have more than enough spare parts," said Cryotek as the Enigma lit up.

"Oh you little-" began Trypticon.

A small space bridge managed to deposit the girls inside Trypticon's corridors, the girls looking around before the floor shook as Fort Max took the first shot.

"Hurry, we have to find Cryotek and get the Enigma," said Twilight.

"Look no further, you semi-organic pests," called Cryotek's voice. The corridor in front of them seemed to unfold and refold before a figure strode through what had previously been a solid wall. Cryotek was now standing taller than before, covered in intimidating black and purple armor like Trypticon's color scheme.

He held up the Enigma, taunting them, "I feel like a new bot thanks to this." before the ship shook again, a few sparks flowing from a section of wall.

"That does not belong to you," said Rarity.

"It doesn't belong to you either. At least I don't see your ID code on it," sneered Cryotek.

"We're intending to give it back to its rightful owner," said Fluttershy, "You won't be abusing its power anymore."

"Then by all means..." sneered Cryotek, his left arm converting to a heavy cannon "...come and take it," he sneered before firing.

And here we are at the penultimate chapter. We're finally back on Equestria proper and things are rapidly heading for the final showdown. Of course, the girls have some backup in some friends they've made along the way. And they have a new combined form, though it make take a little mastering. Tomorrow, it's the final showdown between them and Cryotek. Keep an eye out for it and please review.