Transformers Prime: Return to Equestria

by The Carolean

Rating: teen
Tags: Princess Luna, My Little Pony: Friendship is Magic, Spike, Starlight Glimmer, Romance, Adventure, Princess Celestia, Crossover, Alternate Universe, Main 6
Length: 17285

Three years have passed since Optimus left Equestria, a decision he will come to regret. In his absence, the Decepticons have returned, ready to claim revenge on the planet that slew their leader.

It has been three years since the Autobots have left Equestria. In that time, tragedy struck the peaceful planet. The Decepticons returned, capturing Canterlot and Princess Celestia. In the ensuing chaos, Cadence and Twilight transformed Ponyville into a fortress, shielded from orbital bombardment by Discord. With Luna missing, can Optimus and his expanded army of Autobots liberate Celestia, Equestria, and finally free the planet?

(Hasbro and Lauren Faust own everything!)

Published 2016-06-14 00:40:01 UTC
Last updated 2016-10-24 02:00:28 UTC

Chaptper 1

Optimus Prime stood on the deck of the Nemsis, watching as the ship approached a metal ring encased in stone. He couldn’t help but crack a smile as the vessel neared the space-bridge. “Everything’s lookin’ groovy Prime. Space-bridge is good to go,” Jazz called up from his station.

“Understood,” Prime answered. “Ultra-Magnus, is everything secured for the voyage?”

“Affirmative. All personnel are present and accounted for,” Magnus answered.

“Very well,” Prime said, before activating the ship’s innercom. “All Autobots, prepare to enter the space-bridge.” As soon as the single word left his mouth, the space-bridge sprang to life. Blue lines ran across the bridge’s rocky surface, before a blue-green vortex materialized in the ring’s center. The spinning maelstrom of energy expanding to fill the entire circle’s circumference as the device tore a hole in space itself.

The prow of the ship sank into the portal causing a ripple to spread out from the point of impact, sparking as it expanded outward. Prime sighed happily. “It won’t be long now.”

“Hey Prime, someone’s givin us a ring!” Jazz told Optimus, instantly snapping the Prime back to reality.

“Put it through,” he ordered.

The deck was instantly flooded with the horrible scratching of static, punctuated by a few discernible words. “Optimus...Decepticons...here...questria...move bri...mosphere.” The voice was foreign to Prime, but he could infer everything he needed.

“Magnus, change the coordinates to directly above Ponyville,” Optimus ordered. Magnus heeded his command, using the console to alter the location of the space-bridge’s end. Finally, the Nemesis reached the end of the portal.

As the ship left the portal, Ponyville came into view. At first Prime felt a sense of joy at returning to Equestria, but it was quickly replaced with confusion. The streets below the ship were crowded with ponies, all of whom appeared to be cheering. In addition, the entire town had been transformed since the Autobot’s last visit. The tiles that once covered the buildings were replaced with sheets of metal. Thick stone walls lined with primitive cannons surrounded the entire town. Insignias bearing a resemblance to that of the Autobots dotted the town, though they had a longer, more pony-like face.

Suddenly, a tapping on the window drew Prime’s attention. Two alicorns hoovered outside the Nemesis; one was Twilight Sparkle, while the other was a pink alicorn he was not familiar with. The pair were clad in full plate armor, Twilight's being purple while Cadance's was a sky blue. Their armor covered nearly every part of their body, save for their underbellies. Their chest plates angled outwards and wrapped around their bodies, starting at the base of their necks, wrapping around them in a steel grip. Their backs were protected by three interlocking plates, which ended in two curving plates on their flanks that overlapped with the last of the interlocking plates. A similar series of plates guarded their necks, a series of four plates on the front and five on the back for Cadence, and three in the front and fore on the back for Twilight. Their shoulders had armor of their own, grieves, and tied manes and tails. Their helmets enveloped their entire heads, with face mask that that were pulled up at the moment. Their shoulders were decorated with the same Autobot symbols that dotted the town. The symbol retained the solid red coloration of the insignia it was based off of, but had a longer snout, two ears, a unicorn’s horn, and a pair of wings behind it. It's face was split down the middle, and the entire thing was made of simple geometric shapes, just like the real Autobot ensignia. The two mares pointed their hooves upwards, before disappearing from view.

“Jazz, accompany me to the flight deck,” Optimus ordered.

“You got it Prime,” the lieutenant said, leaping out of his seat at joining Prime as he strode out of the bridge. The pair worked their way to the deck, where they found the two alicorns waiting for them. Twilight smiled at Prime, but there was something different about the young mare. Her eye, once filled with potent youth, were more worn and dilapidated. Her smile, too, had changed. Rather than the excited grin Optimus had seen when last he saw her, it was now soft and slight, not unlike his own smile.

“Hello again, Optimus,” she greeted as she approached him. She wrapped her hooves around his leg, hugging him as tears began to run down his face.

“Yo Prime, what happened to this place man? It ain’t anything like you described” Jazz observed.

“That is a question I would like answered as well, Jazz,” Prime said, turning his attention to Cadence.

“You missed a lot Optimus,” Cadence told him, taking a deep breath. “Everything was fine until this last year, when the Decepticons returned.”

Celestia stood on the highest balcony on the highest tower in Canterlot, gazing skyward through the lenses of her telescope. Luna’s constellations were as beautiful as ever, though they were not what drew her eye. She scanned the canopy of stars, desperately searching for a space-bridge portal.

“Has he returned yet, sister?” Luna asked. Celestia turned to find her sister trotting through the door behind her, the younger princess holding two cups of tea in her magical grip.

“No, not yet,” Celestia said as she took one of the cups of tea. She took a sip, sighing happily as the warm liquid graced her throat. She returned her eye to the telescope, continuing her scan of the night sky.

Luna joined her sister, gazing up at the stars with her. “What do you intend to do once he returns?” she questioned.

“Well, I suppose we’d have to find the Autobots’ place in our society, then find places for them to live. After that, I suppose we just go on as normal as possib-” Celestia interrupted herself with a sudden gasp. “He’s here!” she shouted excitedly.

“Where?” Luna asked with equal enthusiasm.

“I can see his ship. It’s right...wait.” Celestia paused again, the vigor suddenly leaving her voice. Suddenly, she drew her face back from the telescope lense. “No...no this can’t be happening. Not now!”

“Sister, what’s the matter?” Luna questioned.

Celestia’s answer was only one word long, but it filled Luna with a sense of dread she hadn’t felt since the tantibus incident. “Decepticons.” Luna pushed her sister aside, looking through the telescope herself.

Three dark ships left the Space bridge portal, each surrounded by its own swarm of Vehicons. They all looked very similar to the Nemesis, but there were a few noticeable differences. Two lacked the prominent, curving front spires, favoring a more streamline design with all of their fins sweeping backwards. They were also thinner and longer than Megatron’s flagship, and their prow formed a lopsided V instead of a single angle. The third ship was nearly identical to the Nemsis, the only difference being the Decepticon insignia emblazoned on its prow.

Luna tore her eye from the telescope, her face contorted into a look of terror. “We must evacuate the city immediately,” she said. Celestia nodded in acknowledgement, and the two galloped out of the tower.

Shockwave stood on the deck of his flagship. It had been a gift from Megatron, but he’d never felt the need to name it, nor any other ship in his small fleet. He watched coldly and unblinking as his ship descended on Equestria. Soundwave was an exquisite pilot.

“Commander Shockwave, shall we begin our assault?” Cyclonus questioned.

Shockwave turned towards the Decepticon, watching as he snapped to attention. He was a tall ‘bot, nearly all purple in coloration, save for his red eyes. His feet were long and angular, forming a ramp up to his curving shin armor. His thighs were covered in simple silver plate armor, and his lower torso closely resembled Megatron’s. The right and left sides of his chest were guarded by wedge-like armor plates that jutted out from his chest, while an orange plate covered his chest. Like most fliers, two wings protruded from his back, though his were more curved than the other Decepticons, looking more like a pair of circles. The area around his mouth was scared, showing the Decepticon’s veterancy. His helmet covered the entirety of the sides and back of his head, similar a samurai’s helmet, with two protrusions from the top that resembled ears. His shoulders and lower arms were protected by purple angular armor with tiny wings, parted by his silver elbows.

“No, Dreadwing will lead the first wave. You will be held in reserve,” Shockwave explained.

“With all due respect, is that truly necessary? Were these Autobots, I would understand your caution, but these are only organics,” Cyclonus said.

“Do not underestimate the enemy,” Shockwave answered simply. He turned, striding past his fellow Decepticon. “It cost Megatron his life.” “They did slay Megatron, after all.”

Cyclonus released an audible growl. “All the more reason we should deploy all our forces now, to slay as many as possible,” he argued.

“It will be difficult to avenge Megatron’s death if you are dead yourself.”

Cyclonus abruptly turned to confront the insolent soldier, only to snap to attention when he realized who had spoken to him. Dreadwing strode across the bridge, his scared face twisted into a grimace. “You should listen to Shockwave. Underestimating your enemy can be quite...hazardous,” he said as he passed the other Decepticon, motioning to his new silver arm, before he joined Shockwave towards the prow of the ship. The two watched as blue and gold beams cut their forces to ribbons. The alicorn sisters were inflicting large numbers of casualties on the Decepticons, numbers too large for Shockwave’s taste.

“Cyclonus, accompany me to the surface.”

Celestia soared through the air, unimpeded by her heavy armor, alongside her sister, who flew with equal grace. Both armor sets had similar torso pieces and helmets, but these two had the addition of shin plates, and bore the colors of each princess’ respective guard. Both princesses had bound their manes and tails, binding them in neat braids.

“We need to split up, cover more area,” Celestia said as they soared towards the hoard of Vehicons. Luna nodded in acknowledgement, before peeling away from her sister.

As she drew closer, the Decepticons opened fire on Celestia, forcing her to raise a shield around herself. Her magic spread out, forming a cone around half her frame. Moments later, she slammed into the Vehicon’s ranks, shattering one unlucky soldier’s body with her shield. As he spiraled towards the ground, his comrades opened fire, but it was useless. The princess’ small frame allowed her to effortlessly dodge each blast, causing the Vehicon’s fire to hit each other instead of their intended target. Celestia, on the other hand, fired ceaselessly, striking Decepticon after Decepticon with her magic bolts.

Enraged by the deaths of his fellow soldiers, one brave Vehicon flew above the princess, changed forms mid-air, and fell upon her, his blade drawn. He believed the princess had missed him. He was wrong. A bright golden glow formed in front of Celestia, and a moment later, her spear appeared in front of her.

It was a magnificent weapon, given to her by the gryphons long ago, ironically as a sign of peace. The spear had a long blade at the top, and a short, stubby point at the base. The entire weapon was gold in color, matching her armor perfectly.

Celestia hastily cast the Vehicon from her spear, throwing his corpse into the path of an oncoming rocket. The missile exploded, enveloping the princess in smoke, but ultimately did her no harm. She cleared the smoke with her magic, just in time to reveal an energon bolt flying towards her. She dodged it just as easily she’d dodged the ones before it, rotating on her axis and flying past it with a single flap of her wings, before returning it with a blast of her own, taking out an entire squad in the process.

As she flew, she caught sight of Luna, who was effortlessly slicing a Vehicon in half. Her weapon of choice was a sabre, whose handle was the same color as her coat. This weapon was a gift from the minotaurs, which was the reason for the useless hand guard at the blade’s base.

Three Vehicons defended on Luna all at once, prompting her to raise her blade in preparation. Her blade shimmered in the moonlight as she cut through all of them, severing one trooper’s wing, cutting another diagonally, and slicing through the third across his width.

Celestia flashed her horn at Luna, who turned and waved in response. Suddenly, a massive energy bolt struck Luna right between her wings. Her entire body went limp as the force of the impact sent her plummeting. She slammed into the street, creating a crater around her.

“Luna!” Celestia shrieked as she flew down to her. Much to her relief, Luna’s chest rose and fell once she reached her. Then, something red appeared out of the corner of her eye. She hastily rose a shield around herself and Luna, only barely blocking the large energon bolt. She turned her gaze towards the direction of the shot, finding herself facing a tank.

The mighty vehicle fired another shot, the oncoming bolt slamming into the shield, causing it to buckle. Hoping for an opening, Celestia lowered the shield and charged horn first towards the tank, only to raise her magical barrier again. She’d underestimated the time it took for the tank’s cannon to recharge, which was almost instantaneous. The tank unleashed another blast on the princess, cracking her shield, then another, then another. Just before her magic was fully drained, she teleported Luna away. Then, the final blast struck her shield. She raised her spear to defend herself, but the bolt cut the weapon in half. The force of the shield’s breaking threw Celestia backwards, her body cracking bricks as it bounced across the street.

Shockwave changed forms, content the princess no longer posed a threat. Cyclonus landed next to him, shocked at how sudden he was able to defeat the alicorn. The two aproatched her, Cyclonus more cautiously than Shockwave. Celestia tried to right herself, straining every fiber of her being as she attempted to get up, but her effort was in vain. Suddenly, her horn began to glow bright. The two Decepticons nearing her watched as the princess shrank before their eyes, the mark on her flank fading as her mane became totally pink. Finally, the golden glow of her horn faded, and Celestia lost consiousness. Once they reached the fallen princess, Cyclonus drew his mace. He raised it above his head, preparing to deal the final blow, when Shockwave stopped him. “No, take her back to the ship,” he ordered.

“May I ask why?” Cyclonus asked respectfully, though a hint of anger tainted his tone.

“She may prove useful to our cause.”

Chapter 2 (revised)

Author's Note

So I was doing chapter three, then I realized something: the Autobots have a gigantic ship, they need to do something with it! So, yeah, minor edit. Sorry :fluttershysad:

Chapter 2 (revised)

Optimus’ eyes widened as Cadence finished her story. “By the Allspark,” he muttered in shock. He froze for a moment, his eyes darting around as he processed what he’d been told. Finally, he asked the important question. “Is she still alive?”

“The sun and the moon are still coming up, so yes,” Cadence answered. "but she's on the Decepticon flagship."

Optimus sighed, placing two fingers to his forehead. “This complicates matters,” he said. “Where is Luna? I need to speak with her immediately.”

Twilight and Cadence exchanged an awkward glance. “That’s going to be a problem,” Cadence told him. Optimus cocked an eyebrow.

“She disappeared after Celestia teleported her out of Canterlot. Discord’s been able to narrow her location down to the Everfree forest, but we’ve had a few expeditions in and couldn’t find her, even when Flutters used a pack of wolves!” Twilight explained.

Optimus sighed again, placing a hand on his chin as he formed a plan. “Jazz, bring your team to the deck immediately,” he ordered, before raising a finger to his com-link. Jazz snapped to attention, then ran into the Nemesis. “What else can you tell me about the Decepticons?” he inquired, turning back to the alcorns.

“The entire force is stationed around Canterlot, but they bombard us every day at noon,” Twilight explained.

“Noon is in an hour, correct?” Prime asked again, Twilight nodding in acknowledgement. “Then that is our chance.”

Before either alicorn could question what it was their ‘chance’ for, Jazz returned, along with a new green and yellow Autobot. His face was nothing really remarkable; silver and noseless with blue eyes. He was shorter than Optimus, but fairly beefy. His chest was to be a yellow plate with a grill angled downward,while his abdomen seemed to be very, very flexible glass, not unlike Starscream’s belly-cockpit. His knees were grey with two wings protruding from them, and his legs were green with black vents near the feet. His helmet was green, similar to that of a samurai, but with a crest on its top. “Reporting for duty, Prime,” he said, his voice exceeding youth, as well as a sense of duty.

“At ease, Springer.” Optimus said, setting the other Autobot at ease.

Cadence examined the pair, confused about one small detail. “I’ll admit I’m not too familiar with how your kind works, but isn’t this a little small for a ‘team?’”

Suddenly, a loud crash startled the pink alicorn. Something or someone was dragging something metalic up the deck, creating a terrible scraping noise. “Come on Grimlock!” someone shouted from inside the ship. A pair of massive forms emerged from the Nemesis, one of them dragging the other.

“Princess Cadence, meet the rest of team Skyfire, Jetfire and Grimlock,” Prime said.

Jetfire was a massive bot, at least two times taller than Optimus. He was mostly white, with red and blue accents dotting his body. His chest armor extended out at the top, shielding his neck. A cockpit lay in his abdomen, flanked by two red streaks, and his shoulders were shielded by two shoulder plates, the tips of which protected the upper corners of his chest. Lower arms’ armor curved outward, while his shin’s armor curved in.

The other ‘bot he was pushing out was far more interesting. His head was black and mouthless, with a single visor instead of eyes. His arms and legs were silver, while his chest was gold, with a black plate in the middle. He was also a sizable ‘bot, his head falling halfway between Optimus and Jetfire’s.

“Me Grimlock no take orders from anyone! Me Grimlock king!” the dino-bot protested. Jetfire growled, tugging on his teammate again. Jazz shook his head, striding up to the two and placing a hand on Jetfire’s shoulder. The Autobot nodded in understanding, before releasing Grimlock.

“You got that right, Grimlock,” he said. The dino-bot beamed with pride, quietly giggling happily. “Course, there are some ‘bots who might not believe ya.”

Grimlock audibly gasped. “Who?!” he demanded.

“The Decepticons, man. They’re wack,” Jass told him. “In fact, I heard one of ‘em call you weak,” he added with a smug grin that evaded the Dinobot's detection.

“Weak? Weak! Me Grimlock show them!” he exclaimed as he beat his own chest with his fist. Suddenly, Grimlock realized one slight problem. “Uh, where Dee-cep-tee-cons be?” he asked.

“They’re hidin’ on their ship, and Jetfire’s gonna take ya to ‘em,” Jazz explained.

Grimlock pushed past the smaller Autobot, making his way towards Jetfire. “You take me to Dee-cep-tee-cons! Now!” he demanded. Jetfire rolled his eyes, before changing into his jet form.

“Excellent work Jazz,” Prime complimented his soldier. Jazz coolly nodded at Optimus as he boarded Jetfire. The ‘bot’s inner compartment was large by pony standards, but the already fairly short Autobot had to crouch to fit inside.

“Where are you going?” Twilight finally asked.

“We are going to rescue Celestia,” Optimus answered.

“In that case, I’m coming with you,” Twilight said.

“No, you are not.” Optimus knelt down to Twilight’s level, looking the mare in the eyes. “I have another in portal task for you, Twilight. I need you to find Luna. Take any Autobots you need. Smokescreen will guide you through the ship,” Prime told her. Twilight nodded, newfound resolve filling her heart, before she galloped towards the ship entrance. “Smokescreen, report to the flight deck,” he ordered.

As she watched her sister-in-law, Cadence giggled to herself quietly. "Wow Optimus, are you sure you can't do magic? I haven't seen her that happy since the Decepticons first arrived," Cadence said.

Optimus chuckled at her remark, though his smile faded soon after. "Cadence, I need you to hide the Nemesis. Can you do that for me?" he asked.

"I once shielded an entire empire from an evil unicorn smoke-monster for days strait, I can handle that," she said as her wings instinctively flared.

"Good," Optimus said as he boarded Jetfire. "Once the Decepticons are over Ponyville, drop the illusion. Ultra Magnus will know what to do from there," he instructed, the princess nodding in understanding, before taking off. With everyone loaded, Springer changed forms, becoming an attack helicopter. The pair of Autobots took flight, speeding towards the Decepticon warship.

Starscream cracked open his eyes. The last time he felt like this was when he’d gotten over energized at a bar on Cybertron. The entire world looked fuzzy. Everything sounded like static. His entire body felt light. “Get up, you waiste of spark!” Except that. The Decepticon leapt to his feet, shuffling backwards as quickly as his feet would allow. Megatron stood before him, his piercing, burning red eyes fixed on Starscream.

“M-Megatron? How? Prime vanquished you!” the Seeker insisted.

“Yes, he did, and I killed you as well,” Megatron pointed out, forcing Starscream to freeze in place.

His eyes widened as he realized what Megatron was suggesting. “I...I’m dead…”

“Of course you’re dead; we both are,” the larger ‘bot spat.

“How is this possible?” Starscream asked, still shocked at his own unlife.

“I do not know, nor do I care,” Megatron shouted as he scowled in frustration. “Now come on, we have work to do!”

“We?” Starscream questioned. “In case you’ve forgotten, I’m an Autobot now,” he reminded his former master.

“In that case, you have even more reason to aid me,” Megatron said as he strode away.

“And why is that?” Starscream asked. Megatron paid him no heed. In response, Starscream scanned the area, searching for anyone else. Unable to locate another life form, he chose to follow Megatron. He caught up with the Warlord surprisingly easily; without a body, he felt no fatigue from sprinting. “Well? Why should I help you?” he asked again.

Megatron couldn’t help but growl in annoyance at his former second in command. “If you must know, Shockwave plans to revive me. I plan to stop him,” he explained.

“And you want to stop him?” Starscream questioned, cocking an eyebrow at Megatron.

“Yes, I do!” Megatron insisted. “I was slain by not the mighty Optimus Prime, or another great warrior, but by a multi-colored equine monarch who shot me in the back. I cannot possibly face my loyal Decepticons now.”

Starscream stood in shock, then laughed hysterically. “Princess Celestia did you in? After so many centuries of battle a horse finally did you in?” he shouted.

Megatron sighed, allowing his head to rest in his palm. “How did I sink to this level?” he pondered. “Well, are you going to help me?”

“In the interest of preserving Equestria, yes,” Starscream answered. “So, what is your plan?”

“Shockwave plans to create a sparkless body and insert the dark-energon shard from my corpse,” Megatron explained.

“Create a new body for you? How does he plan to go about doing that?” Starscream asked.

Megatron hesitated for a moment, refusing to took Starscream in the eyes. “The body is techno-organic,” he finally confessed. He growled as Starscream erupted into laughter.

“Oh, how the once mighty Megatron has fallen,” he said.

Megatron groaned as the two continued down the hall. “Perhaps I should allow Shockwave to revive me! It would be half the insult of sharing the rest of eternity with you!” That managed to shut Starscream up, rather quickly, too.

Starscream recoiled at Megatron’s display, wisely giving him some space; it was more of a jester, since they “So, what exactly is your

Chapter 3

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter 4

Optimus strode through the halls of the Nemsis, holding Celestia in a bridal carry. Jazz followed close behind him, his gun drawn, while Springer lead the way, his sword at the ready. They carefully made their way to the end of the hall, stopping once they reached the door there. “Hold here, I'll get it open” Springer said. He crept up to the door, skillfully sliding his blade into the crease in its center.

As Springer set to work, Optimus took the moment of calm to examine Celestia. He knew little of pony anatomy, but he knew she wasn’t healthy. He could feel her ribs as her chest rose and fell, her mane was in tatters, and her horn and hooves had dozens of tiny cracks in them.

Before Prime could examine the alicorn further, Springer opened the door, using his sword as a fulcrum to force the two halves of the door apart. None of the Autobots were entirely sure what to expect behind the door, but it wasn’t an inverno. Fire flowed out of the now open door, lapping at all three Autobots. Optimus turned his back to the flames in the nick of time, shielding the alicorn in his arms with his body. Fortunately for the Autobots, they only recieved the edge of the flames.

On the deck, a huge mass of metal and fire writhed and screamed as it fought against itself, thrashing among the debris that littered the entire deck, every bit of it scratched, crushed, or scorched. Grimlock made up one half of the mass, while Predaking composed the other half. Predaking was on top of the dinobot, biting down on his neck as his wings flapped frantically as Grimlock thrashed in his grip. Below them, Grimlock had Predaking’s tale under his foot.

On the other side of the ship, Jetfire unleashed a stream of energon bolts towards Cyclonus, though the Decepticon dodged each one. In his hand he held a silver mace with pointed tips on its head. Jetfire’s weapon was a pair of energon cannons mounted to his shoulders, which flipped under his belly in his alternate mode. The cannons were black and rectangular, and about twice as powerful as any weapon his fellow Autobot had, though that mattered little since he couldn’t hit his enemy.

Suddenly, Cyclonus closed the gap, slamming his mace into Jetfire’s abdomen. Despite the Decepticon’s smaller size, he hit with enough force to throw Jetfire back, energon spraying from his abdomen as he flew backwards. Before the Autobot could recover, Cyclonus was upon him, bringing his mace down for the finishing blow. Before the weapon could connect, Springer intervened, parrying the mace with his sword.

As the two bots locked their weapons together, Optimus passed Celestia to Jazz. “Have Jetfire prepare for take off,” he ordered. “and keep her safe,” he added in a far more stern tone than his first command. Jazz nodded, then ran towards Jetfire.

As Jazz carried Celestia away, Optimus set to work. He took an angular piece of flat metal, embedding it in the deck of the Nemesis. Then, he grabbed a long rod, and embedded the flat piece within it, creating a makeshift halberd. He lifted his weapon, sliding his battle mask into place as he raised it over his shoulder.

He charged Predaking, howling as he ran. “Grimlock, duck!” he ordered as he neared the Predacon. He drew back his halberd, then swing it forward, its jagged blade colliding with Predaking’s face. The force of the weapon knocked the Predacon away, sending him sliding across the deck. His metal body sent sparks flying as it ground on the metal of the ship, shredding his wings in the process. Optimus, unable to hold onto his weapon, threw his halberd over the side of the ship.

Grimilock stood, raining down a shower of energon on Optimus as he shook his body. He began to charge the wounded Vehicon, when Optimus grabbed his head. “Not now!” he barked, as he dragged the surprised Dinobot towards Jetfire. “Go!” Optimus ordered, motioning at the Autobot with his free hand. Jetfire obayed, changing forms and firing up his engines. Jazz quickly climbed aboard, laying Celestia towards the front of Jetfire’s cabin. Optimus and Grimlock followed soon after, just as Jetfire was beginning to take off.

As Jetfire took to the skies, Springer pushed back against Cyclonus with his sword, staggering the Decepticon. As Cyclonus shuffled backwards, Springer changed forms, unleashing a torrent of energon bolts from his gun. Cyclonus acted quickly, rolling to one side to avoid the spray of fire ripping through what remained of the ship’s deck. He righted himself, mace drawn, ready for a fight, but Springer had already fled with the other Autobots.

He growled as he watched the Autobots escape, before quickly running to the wounded Predaking. “What are you waiting for? Chase them!” he ordered. Predaking did nothing, only laying there, energon dripping from the gash in its face as it licked its other wounds. “Stupid beast! Do you not recognize your duty to the Decepticon cause?” Cyclonus questioned.

“He will not chase prey in that wounded state.” The young Decepticon turned abruptly to find Shockwave standing behind him. “But you will,” he added. Cyclonus perfectly understood, changing forms and flying after the Autobots.

Twilight lead her team through the forest. Fortunately, stealth was irrelevant. Otherwise, the loud cracking of branches the Autobots were creating would have given them away. Finally, they reached their destination: Celestia and Luna’s old castle. The imposing fortress stood as tall as ever, the clouds above casting a dark shadow over the place.

“Creepy,” Bulkhead commented.

“It’s a lot better when it's not so cloudy,” Twilight told the Autobot.

“Why are we here anyway?” Wheeljack questioned.

“Discord has been sensing a magic spikes here every morning and night ever since the Decepticons first arrived,” Twilight explained. “We’ve searched every inch of the castle thrice, and never found anything.”

“Then why did you bring us here?” Wheeljack asked impatiently. Twilight grimaced, rolling her eyes at the petulant Autobot.

“I was hoping you guys could search where we couldn’t. This whole place is littered with secret passages and rooms, and without Celestia or Luna we have no way of knowing where or what any of them are. My hypothesis is Luna is hidden in a room we haven’t been able to find,” Twilight answered.

They finally reached the castle, Twilight opening the door with her magic. The Autobots entered one at a time, each of them crouching to fit in the doorway. Smokescreen entered first, then Wheeljack, then Bulkhead.

Crack

As Bulkhead set his first foot in the castle, the floor cracked under his weight. Suddenly, he fell into a massive tunnel under the castle, taking Twilight, Smokescreen, and Wheeljack with him. All four landed on the bottom of the tunnel with a thud, Twilight shielding herself as rubble rained down on them.

“...Oops…”

Twilight turned to Bulkhead, lowering her shield as she faced the Autobot. “Bulkhead,” she shouted. The clumsy ‘bot winced in anticipation. “You’re a genious!”

“...huh?” the three Autobots said in unison.

“This is a totally new passage!” she shouted excitedly. She turned, lighting the tunnel with her horn. “If my hunch is right, Princess Luna should be right this way!” She marched forward, when her horn suddenly fizzled out. “Oh my Celestia…” she tried to light her horn again, resulting in only a few sparks flying off the tip.

“Is that normal?” Bulkhead questioned.

She trotted to the side of the tunnel, tapping it with her hoof. “This tunnel...it drains magic!” The young princess nearly bounced with joy.

“That’s good?” Smokescreen asked.

“Yes! It means we're close! Come on!” Twilight eagerly galloped ran down the tunnel, allowing the confused Autobots to follow her a ways behind.

Springer engaged a group of Decepticons in a dogfight. Though the Vehicons had the advantage in speed, Springer had the advantage in maneuverability. As a pair of Vehicons chased him, he spun around and turned left, creating a quarter circle in the air. He fired into the side of the first trooper, ripping him apart, before getting onto the tail of the second soldier and blowing him out of the sky.

Nearby, Jetfire strained left, dodging an energon bolt from a pursuing Vehicon. Optimus haphazardly fired out the back of his fuselage, trying in vain to stabilize himself with his free hand. Towards the front of the cabin, Jazz held Celestia in place, while Grimlock wedged himself between the top and bottom of the fuselage, trying to sort out which way was up and down.

“Optimus!” A feminine voice, rendered almost inaudible by static, sounded over Prime’s com-link. “Land,” it ordered.

“Jetfire, Springer, land!” Prime echoed. The two Autobots followed Optimus’ orders, Jetfire unloading his passengers as he neared the ground. Prime took Celestia from Jazz, holding her with both hands. Optimus, Jazz, and Grimlock leapt out of his cabin, Optimus tucking Celestia into his chest as he rolled as Jetfire and Springer landed a distance in front of them.

Without warning, antiaircraft fire ripped through the sky, each shot making a sharp crack as it exploded in mid air. The flaming shrapnel from the rounds tore the pursuing Vehicons apart, only barely missing Cyclonus as it arced across the sky. With all his soldiers gone, the commander made a wonderful target. The lone Decepticon hesitantly turned around, several of the AA rounds nearly striking him as he flew. One of the pieces of shrapnel cut into his wing, causing him to wobble in the air, but ultimately doing him little harm.

Optimus breathed a sigh of relief as he watched the last Decepticon flee. Behind him, ponies cheered and hugged each other from behind their sandbag barriers. The barrels of their guns glowed hot, rising from the ground like pillars of molten metal. Trixie stood atop an earthen embankment, beaming with pride as she overlooked her soldiers.

“Ratchet,” Optimus called over the com-link. “open the ground-bridge.”

Twilight and her Autobot companions arrived at a reinforced door, a massive fusion of wood and metal. “Wheeljack, cut it down,” Twilight ordered. The Autobot did as he was told, sliding on his battle mask and drawing his swords. In one swift motion, he slashed the door with both blades, before nudging it with the tip of his foot. A section of the door fell backwards, creating a neat entrance for the fellowship.

Without warning, a azure blast shot out of the room, striking Wheeljack and throwing him backwards. The remaining Autobots drew their weapons, ready for a firefight. As they pointed their weapons through the hole, Twilight raised her hooves to stop them. “Princess Luna?” she called.

A dark form shuffled out of the shadows, the dim glow of her horn causing her wings to shimmer. “Twilight Sparkle?” Princess Luna asked. “What kept you?”

Megatron opened his eyes. His chest hurt, as though it was imploding on itself. He writhed on the floor, Then, he inhaled. For the first time in his life, he felt air fill his chest. He propped himself up on his front hooves, panting, his knees trembling as he stood. “Welcome back, Lord Megatron.”

Megatron’s ears suddenly perked. “Shockwave?” he asked.

“Shockwave?” Starscream echoed.

“Starscream? Get out of my brain,” Megatron ordered. He lifted his hooves in anger, causing him to faceplant on the laboratory's floor. A low, rumbling growl resonated from his throat.

Shockwave leaned over, placing a hand on Megatron’s body. “Lord Megatron, what is wrong? Is something wrong with your body?” he asked.

“What have you done to me?” the warlord asked angrily. He didn’t give Shockwave time to answer as he unleashed a beam of magic from his horn. The blast missed Shockwave, scorching his shoulder plate and sending him flying across the room, before ripping through the ship. The hole lead all the way outside, filling Megatron’s lungs with cold night air, causing a sense of vigor to envelope him.

He spread his wings, shivering as cool air brushed against them. He dashed out of the ship in a blur of speed, flying past a broken tube, and leaving a dazed Shockwave alone in the lab. Once outside, the landscape forced him to gasp. “It’s beautiful,” Starscream said.

The moon bathed the land in silver-blue light, transforming the forest into a great canvas upon which the shadows painted. Then, Megatron spotted a tall, jagged tower over the horizon. In front of the tower, small explosions erupted in the sky as small, shining shapes danced around them. Megatron felt another new sensation, that of smell. He inhaled deeply, taking in the scent of burning energon and gunpowder. “Battle,” he said in a low rumble With a wicked grin, he flapped his wings, darting towards the tower.

Chapter 5

Twilight paced back and forth, actually cracking the floor of her castle. Optimus knelt behind her close to the doorway, with Spike and Starlight to his right, and Trixie, Cadence, and Luna to his left. They sat with baited breath, watching and waiting for Celestia to stir. “Calm yourself, Twilight. My sister will be fine,” Luna told the younger alicorn.

“I know, I know, I’m just nervous what she-”

“Twilight,” somepony called from down the hall. “I need to...uh...use the...you know what.”

Twilight’s face contorted in horror as she galloped out of the room.

“Who is that?” Optimus asked.

“Flash Sentry, poor guy. He-”

“Uuuuuuuuuuuuuugh!”

Spike found himself silenced mid sentence when a loud groan from the princess. Celestia propped herself up with her front legs, groaning as she rubbed her forehead. Optimus and Luna rushed to the princess’ side, Cadence, Trixie, and Starlight close behind them. “Celestia, are you alright?” Prime asked.

“Water,” she croaked. Luna took a glass from a nearby table, lifting it to her sister’s muzzle, allowing her to lap water from it. She plunged her snout into the glass, all but inhaling the water. Once she’d consumed every drop of liquid, Luna pulled the glass away, though Celestia protested, licking the sides in an effort to get every drop of moisture. “Thank you, Luna,” she said as she lapped the residual moisture from muzzle.

“No need sister,” Luna told her. “Now, I believe this belongs to you.” The younger alicorn’s horn began to glow gold and blue, the two colors spiraling around the spire in her forehead. Once the intertwined streaks reached the tip of her horn, the golden half snaked its way to Celestia’s horn.

All at once, her entire body grew, the color returned to her mane, and her cutie mark returned. Finally, the golden glow left Luna’s horn, leaving her aura a pure blue. With her magic returned, Celestia lept to her feet, before forcefully embracing her little sister. “I missed you Luna,” she said, tears rolling down her cheeks.

Luna hugged her sister back, joining the older alicorn in her tears. “I missed you too,” Luna told her.

“We all did.”

Celestia turned to see Optimus, his soft smile causing a pleasant warm sensation in her chest. She released her sister, then took a running start and leapt onto Prime. The Autobot caught her in his arms, chucking as she nuzzled his face. She stealthily snuck a kiss into her nuzzling, giggling like a naughty school-filly, thinking herself oh, so clever. Luna’s snickering shattered that illusion.

Luna opened her mouth to comment on her sister’s behavior, forcing Celestia to act quickly. “Where’s Twilight?” questioned.

“She’s helping Flash Sentry use the bathroom,” Spike told her bluntly. Celestia gasped. Without warning, Spike’s body was enveloped in a golden glow. Celestia lifted the young drake off the ground, laying him on top of her chest. Suddenly, Spike found himself bombarded by a barrage of sloppy alicorn kisses. He held back the urge to protest; after all, he was behind showered with the affection of an alicorn princess.

“Oh Spike, I missed you so much,” she said as she continued her assault. Then, she narrowed her brow, taking a closer look at her adopted son. “Hm, have you grown?”

Spike chuckled contently, puffing out his chest, flexing his arms as he did. “Yup, sure did. Not much a baby anymore, huh?”

Suddenly, the doors to the room burst open, giving everyone within jump. Pinkie Pie marched into the room, hauling a large cart full of various foods, including a large chocolate cake. Between two rods attached to the cart hung a banner which read “Welcome Princess Celest.”

Celestia’s eyes grew to the size of pony-hole covers. She calmly set Spike down, and disappeared. As the princess vanished, a white predator pounced on her prey in a blur of speed, sending cake flying. The carnage that day would prove legendary. The elegant alicorn grabbed piece after piece of cake with her forehooves, shoveling chunks of the baked good into her gaping maw, not even bothering to cut the pastry.

“Is that really a good idea Princess Luna?” Starlight questioned. A blue blur rushed past the unicorn, dragging her mane as she pounced on a pile of mooncakes. The unicorn turned to Optimus, cocking her eyebrow as she motioned to the two princesses.

Prime only shrugged.

Before long, the two magical winged predators completely consumed Pinkie’s offering. Both sisters levitated a napkin to their mouths, daintily wiping the ends of their muzzles. “Thank you, Pinkie Pie,” Luna said.

“Yes, thank you. I haven’t had any real food since I was first taken,” Celestia added.

“It’s...my pleasure, your highnesses,” Pinkie weakly answered, her eyes wide and her pupils dilated. “Wow,” she whispered under her breath.

Megatron flew over the clouds covering Ponyville, gliding atop an air current. “Where are we going?” Starscream asked.

Megatron let out loud groan. “For your information, Starscream, we are-hurk!” Megatron suddenly felt a crippling pain in his stomach. He clutched his gut, unknowingly folding his wings in. He spiraled towards the ground, opening his wings just in time to avoid returning to the afterlife, inadvertently grinding his face into the ground. Scrapes and splinters dotted his chest, adding to his agony.

Suddenly, something good found its way into his nose. “What is that?” Starscream asked. Megatron didn’t answer. He righted himself, acting more on instinct rather than thought, and began eating the grass.

“Uh...Mr., are you okay?”

Megatron looked up from his meal, finding three fillies standing before him.

Celestia and Luna strode down the hall outside their room, Optimus and Spike not far behind. The entire castle was a tight fit for the Autobot, though the fact he could even fit inside was a testament to its size. As they neared a corridor, Twilight and Flash Sentry's heads emerged from another room. At first, the two princesses shared a giggle, only to gasp in unison when they saw Flash’s back end.

Flash Sentry’s rear legs were encased in a wheelchair. The Wheelchair was made of two L shaped rods, one on either side of his body. One end of each rod attached to a platform with wheels near his rear feet, and the other end attached to a harness around his barrel. The contraption was gold in color, with soft, plush straps holding Flash in place.

As Twilight and Flash turned the corner, Twilight ran forward, hugging Celestia as tears streamed down from her face. “Princess!” she cried as she gripped her mentor. Celestia embraced Twilight, but kept her eyes fixed on Flash.

“Twilight, what happened to Flash?” she questioned. Twilight released the older princess, whipping one last tear from her eye.

A single hallway of the Nemesis lay in ruin. Warped and twisted metal nutter from the walls like claws, burned from magic and energon bolts. One one end of the hall, a lone squadron of Vehicons hid behind boxes and crates, peaking out every so often to fire. The corpses of their comrades littered the hall, their spilled energon creating a thin blue film on the floor.

On the other end of the hallway, a boarding party fired on the Decepticon’s position, protected by a lavender shield of magic. Cadence and Rarity fired magical bolts from behind the barrier. Next to them, a heavily armored Applejack fired another round from her shoulder cannon.

The darn contraption, as the farm-pony called it, had a body attached to her body armor with a clip of six small artillery shells protruding from its top. The barrel was made of two segments slightly larger than Applejack herself when put together, with a bayonet on the end so long it was almost a short sword. The firing mechanism was a textured bar the user fired with their mouth from behind a metal shield with a reinforced eye slit cut into it.

The front, back, and sides of her armor were dark green in color, made to blend in with the vegetation, while the top of her armor was dark grey. The front of her chest was protected by a single metal plate, while her back was covered in four separate, interlocking pieces of armor. Her helmet was uncolored, though she chose to wear a hat over it.

Rarity and Flash Sentry wore similar armor, though theirs lacked the massive cannon on the end. In addition, Rarity had a bayonet affixed to her horn, and Flash had wing guards. While Rarity used magic, and Applejack used a canon, Flash used a lighting rod, identical to those used by the other pegasus guards.

Twilight and Cadence were more heavily armored than their companions, wearing full plate armor, face plates down. “Push everypony! We’re almost there!” Twilight shouted in mid air.

“Are you sure she’s in there Twilight?” Cadence questioned.

“I know it,” Twilight answered.

Applejack bit into her cannons trigger, taking aim and firing the weapon. As the shell left the gun, Twilight took hold of the projectile with her magic, guiding it to its target. It struck one of the hidden Vehicons in his knee, which was poking out from behind his cover, blowing his lower legs off his body. He he cried out in pain, falling back against the wall with a loud thud.

Knockout cringed as the Vehicon howled. “Scrap! We’re gonna be slag if Shockwave doesn’t get here soon,” he said before quickly covering his ears as another shot collided with his cover. “That’s it. Decepticons, retreat!” he ordered his two remaining Vehicons. Knockout changed forms and drove down the hall, only to be stopped when a large foot slammed into his hood. “Ow!” he said as he changed forms. “Hey, what's the big i...dea…”

Shockwave towered before the Smaller Decepticon, unaffected by the bolts of magic whizzing past him. “I ordered you not to retreat,” he said.

“Well maybe I wouldn’t have if you didn’t take your sweet time getting here,” Knockout suggested.

Shockwave ignored the doctor’s remark, calmly pushing past him. He changed forms, a magic bolt striking his armor as he did, though the Decepticon didn’t even react. Then, he slowly drove forward, unleashing a massive energon bolt from his cannon. The bolt collided with Twilight’s shield, shattering it and knocking the princess to the floor. Twilight hastily raised another shield, which Shockwave cracked with equal ease.

“Twilight!” Cadence cried.

“Keep going!” Twilight ordered from behind another shield, before Shockwave destroyed it. Cadence began to rush towards the younger princess, when a red energon bolt sailed past her face. The princess fell backwards, hooves flailing, blinded by the bolt.

Finally, Shockwave broke Twilight’s shield one final time. With all her magic drained, the alicorn fell to the ground, completely helpless. Shockwave lowered his cannon, discharging another bolt.

Suddenly, Flash slammed into Twilight, knocking the princess out of the way. The bolt struck him instead, catapulting him into the end of the hall. He struck the metal with a sickening crack, He slowly slid down the wall, motionlessly slumping onto the ground.

Twilight recovered, her mouth gaping and her eyes wide. The fur on Flash’s belly was completely burned away, exposing the charred and melted flesh of his side. Welts dotted the poor pony, while bits of metal from his armor furthered the suffering of the abused flesh. His back bend in an unnatural way, at too much of an angle to be considered normal.

Cadence, finally able to see again, sat up. Her hooves instantly went to her mouth as she gasped at Flash’s injuries.

Twilight picked up the wounded guard with her magic, putting up another magic shield, despite her dwindling magic reserve. “Everypony! We’re leaving!” Applejack and Rarity heeded their princess’ command, flanking her on either side. Twilight began the teleportation spell, causing purple lightning to swirl around them, completing the spell just as Cadence leapt into range.

The strikeforce instantly arrived at Twilight’s castle, right in front of Nurse Redheart and her aids, Trixie, Starlight, and Spike. Twilight hastily removed Flash from her back, stripping him of his armor with her magic and laying him on his unharmed side. “Help him!” she ordered Nurse Redheart. Twilight stepped back, allowing the nurses set to work, treating the stallions wounds, checking for concussions, and making sure he was as comfortable as possible.

After the nurses mended Flash’s wounds to the best of their ability, the loyal guard awoke. In an instant, Twilight loomed over him, tears streaming down her face, landing on his coat. “Flash! Are you okay?” she questioned.

Flash took a moment to examine himself, looking around, flexing his hooves and wings, stretching his neck. “Twilight” he told her. “I can’t feel my legs.”

Chapter 6

Celestia and Luna gasped in unison, both sisters bringing a hoof to their mouth. Optimus sighed loudly, shaking his head. Twilight stood in place, sniffling as tears ran down her face, struggling to not completely ball her eyes out. “It’s not that bad, your highnesses. Twilight’s been taking good care of me, letting me stay here in the castle and helping me with everyday things I can’t do anymore. Heck, she ran out of your meeting just to help me use the restroom,” Flash explained.

“Flash Sentry, you shall be knighted and given the highest honors available in a grand ceremony once we retake Canterlot,” Luna told the guard. “It is the least we can do to repay you for your sacrifice.”

“Sorry, Princess Luna, but Twilight beat you to it. She threw this great big ceremony in the center of town. Gave me so many medals I needed three uniforms to hold them all,” Flash said with a chuckle. Despite the soldier’s best efforts, Twilight was still on the verge of tears. He draped one of his forehooves over her, nearly falling as he lost his balance. Twilight gasped, readying her horn to help the stallion, only to have him regain his footing.

“Hate to be a spoil sport,” Rainbow Dash interjected. “but we’ve got to meet Gilda at the train station.” The blue pegasus hovered in front of an open window, clad in armor not unlike her crystal-war armor. Twilight took a deep breath, wiping the tears from her eyes, before summoning a box of tissues with which to blow her nose.

“Alright,” she said as she blinked to clear her eyes. “Let’s go.”

Twilight lead the two alicorns and Optimus to the door, while Flash and Spike retreated into the castle. As the group neared the door, Twilight turned to Celestia. “I have to warn you, Celestia, Ponyville’s changed a lot over this last year,” she explained.

“I’m sure it will be just fine Twilight,” Celestia assured the mare.

“I agree with Twilight. You may find the changes...shocking,” Optimus said.

“I’ll be fine, I promise,” Celestia assured them again as they reached the castle’s front gate. Using her magic, Twilight threw open the entrance to her castle, revealing the town of Ponyville.

Celestia slowly strode into the streets of Ponyville, her mouth agape at what she saw. Gone was the warm and welcoming symbol of friendship she’d known before, and in its place stood a great bastion of steel. The once populous streets were now abandon, save for the periodic guards. The pleasant, colorful houses were greyed, all four walls and their roofs coated in metal. Nearly every shred of grass and tree was gone, replaced by AA guns and watch-towers. Even landmarks such as Sugarcube Corner were spared. Ponyville’s favorite bakery had been converted into a barracks, and Rarity’s home was now a storehouse. The entire town was covered in overcast, adding to the dingy and depressing atmosphere. “Where is everypony, and Why is it so cloudy? Are you expecting rain?” Celestia asked.

As though she was trying to answer Celestia’s question, a lone mare cautiously poked her head out of her house, scanning the area and the sky as she breathed heavily. Once se was sure there was no threat, she galloped into the street, only remaining outside long enough to get into the building on the other side of the street.

“Everypony’s inside inside; they’re too leave their houses for any length of time,” Twilight explained, sandwiched between Celestia and Luna.

“As for the clouds, we’ve gotta keep the clouds there 24/7. Makes it harder for the ‘Cons to do air-strikes,” Rainbow Dash answered, hovering above them.

“Air-strikes?” Celestia gasped in horror.

Twilight nodded sadly. “They come around at random, bomb us, then leave. Sweet Apple Acres is the only is the only place that gets direct sunlight,” Twilight explained.

“Cowards,” Optimus spat as he walked behind the four ponies.

“And we’ve got more AA there than just about any other part of Ponyville, along with constant patrols,” Rainbow Dash added.

Celestia let out a quiet gasp, utterly horrified by horrified by Ponyville’s current situation. Optimus put a comforting hand on her shoulder, Luna shook her head, letting out a louder sigh than her sister. “These are dark times indeed,” she said.

At last, they reached the train station. The complex had grown over the past year, at least twice the size it was before the Decepticons. It was armored just like the other buildings in Ponyville, with gun ports periodically cut into the armored siding. Half a dozen armored Earth-pony guards watched over the armored station, with at least another half-dozen inside, judging by the cannon barrels protruding from the structure.

“We’ve got some armor for you and Luna inside,” Twilight told the older alicorns. The group entered the station, except Optimus, who found himself forced to wait outside by his size. Twilight opened the doors, revealing the two sets of armor within the compound. The two suits were similar to those worn by Cadence and Twilight, though much larger. Luna’s armor contrived of purple plates with navy mail underneath, while Celestia’s was gold and purple.

Celestia strode up to her armor, removing the helmet and gazing at her own reflection in the golden metal. Luna soon joined her sister, the lunar princess stroking her chin as she looked over her own armor.

“Both suits of armor are enchanted with wards, strength enhancing spells, and speed enhancing spells,” Twilight explained.

A train pulled into the station, causing the entire structure to shake. “Make way for the Chancellor of Gryphonstone!” somepony bellowed.

“For the last time, stop calling me that!” another voice demanded.

Gilda and Gretta exited the train, surrounded by six armored guards. She wore a military uniform, adorned with a plethora of medals. “G!” Rainbow said excitedly as she dashed towards, only to be halted by a pair of guards.

Gilda rolled her eyes, pushing past her bodyguards. “Sorry about these dweebs, couldn’t find anyone better on short notice,” Gilda explained.

Rainbow ignored the gryphon’s words, her eyes fixed on her medals.”Coooool! Where’d you get ‘em?” she asked excitedly.

“Eh, most of them are pretty dumb,” Gilda said, motioning to one of her medals. “I got this one from stubbing my paw on a crate.” Then, the two friends embraced each other. “It’s good to see you, Dash,” Gilda told the pegasus.

“You too, G,” Rainbow responded.

Suddenly, a lone guard burst into the train station. “Princess Twilight, we have a situation. The Free-Love Enclave is under attack,” the guard explained.

"Decepticons?" Twilight questioned.

The soldier shook his head. "Changelings lead by Queen Chrysalis," he told her.

"Great, more enemies! Just what we needed!" Gilda said with almost tangible sarcasm.

"Come on," Twilight ordered. "Let's move!"

Everypony moved towards the door, save for Celestia. "Sister, are you coming?" Luna asked.

"I...need a moment Luna," Celestia told her younger sister. Luna followed Twilight and the others, leaving Celestia alone in the train station. The lone alicorn returned the helmet to the poniquin upon which it was originally mounted, before teleporting away.

Chapter 7

Shrapnel grappled with another changeling, punching, kicking, and biting in an effort to gain the upper-hoof. She delivered a firm kick to her opponent’s stomach, sending him flying backwards. The enemy changeling righted himself, charging sharpel, when he found himself suddenly lifted from the ground. Bombshell held Chrysalis’ soldier by a plate of his carapace, using her teeth to hold him off the ground. Before he could break free, she cast him aside, sending him flying into a tree.

“Good work Bombshell,” Shrapnel said.

Bombshell nodded, before wordlessly taking her Chancellor's side.

“Yes ‘Bombshell,’ well done indeed,” Chrysalis said as she strode out of the forest, clad in her green armor, with armored two guards flanking her. Bombshell charged the queen, her horn glowing green as a cone of magic formed around her head. Chrysalis rolled her eyes, before igniting her own horn.

In an instant, Bombshell fell to the ground, laying motionless her emotionless eyes glowed green. Chrysalis calmly strode past the fallen warrior, causing Shrapnel to slowly back away.

“Foolish little nymph, why do you resist your queen?” Chrysalis questioned.

Shrapnel’s eyes narrowed as her horn began to glow. “Are you out of your mind? Did you forget about the army of evil aliens?” she asked.

Chrysalis rolled her eyes, waving the idea away with her hoof. “They’re the pony’s problem, not ours,” Chrysalis argued.

“And what are you going to do once they’re done with the ponies?” Shrapnel asked again.

“Oh, I-” Chrysalis found herself rudely interrupted when a purple magic bolt whizzed past her face.

Twilight Sparkle flew towards Chrysalis, throwing one of the changeling queen’ guards out of the way before slamming into her black carapace. The two tumbled across the remnants of the Free-Love Enclave, biting and striking each other as they rolled. As they neared the edge of the Enclave, Chrysalis gained the upper hoof, standing victorious over the princess pinned under her hooves. “Well, well, Twilight Sparkle, fancy-”

Twilight formed a magic shield around herself, throwing Chrysalis backwards as it expanded. Using her wings, the alicorn righted herself, just in time to see Chrysalis doing the same. The queen fired a magical bolt at Twilight, who dodged it with a flap of her wings, before sending a bolt of her own back at the changeling. The bolt struck Chrysalis, seemingly having no effect on her as it struck her carapace. “Aw, what's the matter Twilight? Tired already?” Chrysalis asked. Twilight didn’t answer the queen, instead running to Shrapnel. Chrysalis gave chase, only to suddenly find her hoof encased in ice.

“Now Optimus!” Twilight shouted.

Optimus, Bulkhead, Ratchet, Wheeljack, and Grimlock drove out of the the forest, knocking aside changelings as they drove. With their queen immobilized, the enemy changelings shattered under the Autobot’s charge, fleeing further into the woods. In the skies, Rainbow Dash and Gilda flew in a corkscrew, knocking most of Chrysalis’ changelings out of the sky. Luna joined them, using her magic to subdue the enemy changelings.

Just as victory seemed in their grasp, Chrysalis’ horn began to glow. Trees and rocks erupted into a mass of changelings who fell upon the Autobots, along with the Enclave, bogging them down by sheer weight of numbers. In the sky, the Enclave changelings did the same, bringing Rainbow Dash and Gilda to a halt.

Twilight leapt over to Shrapnel, using her wings to help her close the gap. “Shrapnel, get up! You’ve got to call of your changelings!” Twilight ordered frantically. Shrapnel slowly righted herself, her motions sluggish and mechanical, before she tackled Twilight. She pinned the alicorn to the ground, hacking up a green wad onto her horn.

“Shrapnel, what are you doing?” Twilight asked frantically.

Chrysalis broke her hooves free from the ice that encased them, laughing as she strode towards Twilight. “She’s completely under my control,” Chrysalis explained as she booped Twilight on the nose. The alicorn struggled against Shrapnels grap, only to have Chrysalis’ guards leap onto her. “You lo-”

Without warning, a hoof encased in golden armor emerged from a bright flash of light, striking Chrysalis in the face and sending her flying. As Chrysalis flew, Twilight the three changelings on top of her lifted from her back. Chrysalis’ guards were gast carelessly aside, while Shrapnel’s legs were encased in ice. Celestia stood before Twilight, clad in her full battle armor. The older alicorn momentarily lifted her faceplate, Smiling at Twilight briefly, before lowering her faceplate again.

As the changeling queen righted herself, Celestia flew towards her, the alicorn slamming into her with her front hooves and carrying her into the sky. Chrysalis grimaced, firing a beam of magic down at Celestia that sent the princess plummeting. After falling briefly, Celestia created a cone of magic around her head, before stopping herself with a single large flap of her wings. She sent a bolt shooting up towards Chrysalis, knocking the queen out of the way as it impacted with her.

Chrysalis tumbled backwards, her wings fluttering fruitlessly as she tried to right herself, when Celestia teleported behind her. The alicorn ealt a series of blows to the changeling; first a kick to the back, then a punch to the face, and finally, a buck to the chest with both of her rear legs. Too dazed to stay airborne, Chrysalis fell, crashing through the trees as she impacted the ground.

Celestia gracefully landed beside the Chrysalis, gazing down at the pile of foliage that covered the queen. Suddenly, Chrysalis lunged at Celestia, hissing as she sent twigs and dirt flying. In response, Celestia leapt backwards slightly, before grabbing a tree with her magic and knocking the changeling aside. Chrysalis bounced across the forest floor, finally stopping at a tree.

Celestia quickly but calmly strode to the queen, lifting her off the ground with her magic. She raised her head so they were eye level, their noses nearly touching as Celestia’s magic held Chrysalis in place. “Let them go,” Celestia ordered. “all of them.”

“Make me,” Chrysalis spat defiantly.

“Very well, then I have no other choice,” Celestia sighted, before ripping Chrysalis’ horn from her head. The changeling queen screamed in pain, her tongue flailing as her howl echoed through the woods.

Suddenly, the Enclave changelings, now free from Chrysalis’ grasp, attacked the enemy changelings. With their queen defeated and under attack by Autobots, ponies, and changelings fled.

Celestia dropped Chrysalis, freezing her legs to the ground. Then, a purple pony materialized in front of the alicorn. “Princess Celestia, are you alright?” Twilight inquired, as she began to search for signs of injury.

“I’m fine, Twilight,” Celestia answered, stroking the smaller pony’s mane with her hoof.

Luna joined the two, inspecting Celestia just as Twilight had done, though with far more subtlety. “Impressive, sister. Your magic seems to be returning quite well,” she said.

“Indeed,” Prime added as he joined the alicorns. “well done.”

Suddenly, a cackle erupted from behind them. “Oh you poor little ponies. You actually think you’ve won something,” Chrysalis said.

The four turned to her, each of them with a confused look on their face. “What are you talking about?” Twilight asked.

“You aligned yourselves with the Autobots, I aligned myself with the Decepticons,” Chrysalis told the young alicorn, before letting out a brief cackle. “This whole battle was only a distraction! The Decepticons are mobilizing on the Crystal Empire!”

Just as Chrysalis began to laugh, ice covered her mouth, silencing the queen. “We need to get back to Ponyville, now,” Luna said.

“Agreed,” Prime said mid transformation. He opened his side door, allowing Twilight and Luna to enter him. Meanwhile, Celestia secured Chrysalis to Optimus’ bed, before joining the other alicorns.

Spike, Flash, Megatron and Starscream, and the Crusaders sat around the cutie map, each taking a chair, with the exception of Flash, who chose to stand instead. Spike sat in his throne, peacefully reading a comic, while the crusaders fidgeted in a mix of nerviousness and excitement.

Applebloom sat in her sister’s seat around the cutie-map, tapping her forehooves nervously. “So, what do y’all thin’ A.J. and the others’ll thin’ ‘bout Starscream?” she asked.

“You know, now that you say it, that name doesn’t sound right,” Scootaloo commented as she rested in Rainbow Dash’ seat.

“Yeah. I mean, he’s not just Starscream now,” Sweetie Belle added from Rarity’s chair.

“Well we can’t rightly call ‘em Megatron nigher, not by that logic anyway,” Applebloom pointed out.

“A new name does seem appropriate,” Starscream said as he stroked his chin.

“As much as it pains me to agree with you, Starscream, you are correct,” Megatron told him, much to Starscream’s shock.

Then the doors opened, allowing the princesses to file in, along with Optimus. The five gasped in unison as they saw Megatron sitting in Twilight’s throne. “A male alicorn?” Celestia whispered under her breath.

“Not quite, my dear princess,” Megatron said as he strode across the Cutie-Map.

Optimus’ pupils shrunk to the size of pin heads as his optics widened. “No, that’s not possible,” he gasped. He shuffled backwards, steadying himself on the door. “Megatron?”

“No, that isn’t quite right either. My name is Galvatron.”

Chapter 8

“That name sounds positively ridiculous,” Starscream commented.

“When I want your opinion, I will ask for it Starscream. I refuse to be known as Megatron while in this disgusting form,” he told his companion as he leapt from the cutie map.

Across the room from Galvatron, Celestia stepped forward, flaring her wings as magic surrounded her horn, while Optimus slid on his battle mask and taking up a combat stance. Twilight threw up a shield, slowly backing towards the doors with Optimus while Luna calmly remained still.

“We are not afraid of you, ‘Galvatron,’” Celestia shouted, ignoring Stars.

“Not judging by the reaction of your student,” Galvatron said, directing his gaze towards the young alicorn.

“Leave her out of this,” Celestia growled with a loud snort and a hoof stamp.

“Hey everypony,” Spike began timidly. “I...uh...think we need to calm down...just a little bit.” Everyone in the castle turned their attention towards Spike, causing his tail to curl around one leg as he recoiled. “Or not, whatever works for you.”

“No offense, but what are you guys freaking out about anyway? It’s just Starscream?” Scootaloo asked.

“Starscream?” Twilight questioned.

“Yes. Hello, Twilight Sparkle,” Starscream said to the alicorn greeting her with a bow. “It’s good to see you again, or see anything again, for that matter.”

Suddenly, his entire body jerked up, his face contorting into a scowl. “I refuse to bow to any filthy organic,” Galvatron interjected.

“We are an organic now, ‘Galvatron,” Starscream said in a mocking tone.
Without warning, Luna stamped her hoof on the floor. “We do not have time for this. Every moment the Decepticons draw closer to the Empire,” Luna interrupted. “The rest of you go and aid Shining Armor. I will remain here and watch Galvatron.”

“Are you sure Luna?” Celestia asked, her eyes only momentarily darting to her sister, before returning to Galvatron.

Luna nodded. “He does not scare me, sister,” she told Celestia.

Content her little sister was safe, Celestia lowered her guard. She turned towards Luna, giving her a nuzzle and a wig hug, though she still cast a quick gaze at Galvatron every few seconds.. “Be safe Luna,” Celestia said.

“I will sister,” Luna promised.

Twilight stepped forward, focusing her magic on the Cutie-Map. Outside, her castle began to glow with a pink light as a blue projection of herself materialized out of the structure’s spire. “Attention First, Third, and Eighth company, prepare to move out,” she ordered, before backing away from the Cutie-Map. “It’s done,” Twilight told Optimus.”

“Good,” he said. “Quickly to the ground bridge.” Twilight and Celestia dashed out the door, while Optimus lagged behind as he shot one last glare towards Megatron, before following the two alicorns.

“Well then, I suppose that makes you my caretaker, then?” Megatron told Luna.

“Perhaps, but I would prefer the role of your teacher,” Luna said.

“Feh. Teacher? What could you possibly teach me?” Megatron scoffed.

“Megatron, I think it might be a bad idea to anger the princess,” Starscream whispered. “Her sister did kill you the first time, after all.”

“Quite Starscream! And my name is Galvatron! Use that name again and you’ll regret it,” Galvatron threatened.

“Oh? And what are you going to do precisely? Hit me?” Starscream mocked.

“So, there is nothing I can teach you?” Luna questioned, to which Megatron rolled his eyes. A wicked grin crept its way onto Luna’s face. “Why don’t we put that theory to the test?” she asked, teleporting Galvatron and herself away.

“Hey Flash, you think you can watch the Crusaders? There’s something I need got to do,” Spike asked, getting up from his seat.
Flash shook his head, struggling to overcome the strangeness of the exchange he’d just witnessed. “Sure thing Spike,” Flash answered.

Spike sat comfortably atop Smokescreen’s shoulder, one hand on the Autobot’s door to steady himself. Smokescreen snaked his way through the forest, slinking over roots and fallen trees. “Are you sure we should be doing this alone?” Smokescreen asked.
A tree branch snapped back and struck Spike in the face, forcing the dragon to push it away, spitting a leaf out of his mouth as he did. “Ah aredy tolh you Thoketheen,” Spike paused, picking the leaf out of his mouth with his claw, before casting it aside. “We’ll get there faster if it’s just the two of us.”

“But won’t it be safer if we have a large group?” Smokescreen questioned.

“Maybe, but we need to get there fast,” Spike told the Autobot.

“Need to get where fast?”

Smokescreen turned, nearly throwing Spike off his shoulder in the process, to see Arcee standing behind them. One of her hands rested on her cocked hips, while a displeased expression adorned her face. “A-Arcee?” Smokescreen stuttered as his mind raced.

“Where are you two going?” Arcee asked again.

“Were going to the Dragonlands,” Spike answered, unafraid.

“You know I can’t let you do that,” Arcee said. “We’re supposed to stay here and defend Ponyville.”

Spike sighed, shaking his head. “I didn’t want to do this, but, Arcee, what is your rank?” the dragon asked forcefully.

Arcee shifted her weight to her other foot, cocking one eyebrow. “Pardon?”

“You heard me soldier, what is your rank?” Spike asked again.

“Sergeant….why?” Arcee asked reluctantly.

“In that case, I order you to escort me to the Dragonlands,” Spike ordered, much to Arcee’s surprise.

“You’re ordering me? What rank are you?” Acrcee asked

“General Spike, head of the Royal Comunication Corps, at your service,” Spike told her.

“You’re a general?” Arcee and Smokescreen shouted in unison, both Autobots equally shocked. “How?” Arcee added.
The dragon nodded with a hint of smugness. “Well, as Princess Twilight’s number-one assistant, and a dragon, I had the perfect skills set to run the Communication Corps, so Twilight made me a general,” he said.

“That’s all well and good, but we aren’t part of the Equestrian army,” Arcee argued.

“Sorry Arcee, but you’re wrong about that. While you guys were away, Celestia added you as a regiment in the Royal guard, which means I have authority over you,” Spike explained.

Arcee sighed, placing two fingers against her forehead. “I’m not winning this one, am I?” she asked, to which Spike nodded. “Fine, I’ll let you go, as long as I come with you,” the Autobot finally said, striding past the two and stepping over a fallen tree.

Galvatron suddenly felt goosebumps coat his entire body. His teeth began to chatter uncontrollably as his body subconsciously tried to warm itself. “Where am I?” Starscream asked.
“Equestria’s south pole,” Luna answered. Galvatron suddenly unleashed a blast of magic into the snow beneath him, warming his body with the newly created water.

“Good, you seem to have found a way to warm yourself,” Luna said, before she fired a beam of magic directly at Galvatron. The former Decepticon fired a bolt back at Luna with equal power, calling out her attack. “Excellent, now defend yourself,” she ordered.
Galvatron surged forward, only to find his feet frozen by the water he thawed. Galvatron melted the snow again, but Luna fired another blast at him, forcing him to to block with another bolt of his own, Yet again, his hooves froze in place, yet again forcing him to thaw himself with his magic, and only to have Luna fire another magic bolt at him yet again. This cycle continued again, sending Galvatron’s anger to its limit. He lashed out with his magic in all directions, howling as the snow melted around him. He panted heavily, exhausted from the pure output of magic he’d unleashed. Suddenly, a blue bolt struck his side, sending him skidding across the huge puddle he’d just created.
Luna strode up the the fallen alicorn, lifting him out of the water with her magic. “In your Cybertronian body, you may have been a fearsome warrior, but in this new form, you’re little more than a foal,” Luna told him.

Galvatron growled, trying to summon his magic, but only able to produce a few sparks. “Tell me princess, does this excursion have a purpose, or is it just to humiliate me?” he asked.

“No, I would never do something so useless,” she told him, teleporting all three of them back to Twilight’s castle. She set Galvatron down on his feet, before extending a hoof to him. “I did it to make you understand that you need me. So, will you accept me as your teacher?”

“Very well, Princess Luna,” he said, shaking her hoof.

Chapter 9

The main road of the Crystal Empire lay in ruin. Buildings had been reduced to rubble, pushed onto the sidewalks by the advancing Decepticon assault. At the front of the palace, Shining Armor and his crystal guards formed the last bastion of defence, using a combination of rubble and magic to shield massive great cannons.

Without warning, a swirling blue and green vortex materialized behind Shining Armor and his men. The captain and his guards turned to face the portal, only for a flying Princess Celestia to emerge. “Move!” she ordered as she cleared a path through the barricade. The soldiers of the Crystal Empire did as they were told, parting so that there was a clear path out of the ground-bridge.

As soon as they were clear, the Autobots surged out of the portal, Optimus at their head with Grimlock and the Wreckers close behind, followed by several squads of pegasi. The Autobots plowed into the Decepticon ranks, sending the Vehicons in the front line flying, before changing forms and engaging in melee. Optimus was the first to strike, drawing his sword and slicing a Vehicon in half, followed by Wheeljack, who beheaded another Decepticon with one sword while deflecting another blow with his other blade. Bulkhead followed close behind Wheeljack, shattering the body of a Vehicon with his mace. Meanwhile, Grimlock fought in his alternate mode, using his massive jaws to rend the attackers.

In the sky, Princess Celestia lead a pegasus vanguard against the Decepticon fliers. The Decepticon squadrons found themselves horribly outmatched, caught between the alicorn’s magic and the pony soldier’s lightning guns. The pegasi’s lightning arched between the attackers, only giving those towards the rear of the formation time to avoid the attack. As the pegasi aimed, Celestia fired a beam of magic outward, sweeping it across the sky.

Cyclonus narrowly avoided the attack, the golden beam scorching his wingtip. He descended, watching as the ponies pressed on towards the warship, before changing forms and landing in the center of the Decepticon forces. He scowled, letting a low growl escape his throat. “What are you waiting for? Attack!” he ordered.

“But Cyclonus, sir, the Dino-Bot-” one Vehicon began to protest, until Cyclonus lifted him off the ground by his neck.

“I care not for excuses!” he shouted, before throwing the offending Decepticon at Grimlock. The Vehicon struck the Autobot in the face, instantly demanding his complete attention. He roared at the offending Decepticon, before chasing him.

As he watched his soldier flee in terror, Cyclonus extended his mace.”Decepticons, charge!” he shouted. He surged forward, a wave of metal bodies following close behind him. They collided with the remaining Autobots with the force of a tsunami, forcing them back towards the center of the Empire.

As the Decepticon’s attacked, Optimus’ eyes darted across the battlefield. He examined the position of every soldier he could find, just as he had done millions of times before. Celestia was too far away to offer aid, and Shining Armor and his men lacked the might. Thinking quickly, he changed forms, slamming headlong into the Decepticons. His tires squealed as his bumper scraped against the Vehicons in front of him. Some were sent flying backwards, others were knocked out of the way, and some were crushed under the Prime’s wheels.

Cyclonus stood towards the back of the hoard, ensuring no one would flee the battle. Suddenly, a lone Vehicon landed next to him, colliding with one of his comrades as he crashed. Cyclonus furrowed his brow, before finding his feet knocked out from under him. He spiraled through the air, a blur of blue and red streaking under him as he spun. He finally landed on his back, cracking the crystal streets beneath him.

Cyclonus hastily righted himself, shaking his mace as he pointed it towards Optimus. “Attack! Kill him!” he ordered, causing every Vehicon to immediately change direction. Every Decepticon fired at Prime, forcing him to swerve as he forced his way through the Vehicon horde.

Suddenly, a lone energon bolt struck one of Optimus’ rear tires, making him spin out of control. He quickly changed forms, his knees sending sparks flying as he skidded to a halt. He righted himself, only to find he was surrounded by Cyclonus and his soldiers. All at once, dozens of energon bolts flew at Optimus, leaving him only enough time to dodge most of them. Those he couldn’t avoid ricocheted off his armor, leaving scorch marks as they did. Thanks to his armor’s sloping, none of the bolts were a direct hit, though they still had impact behind them. His arms swung like heavy ropes as his torso was knocked about, keeping him in a constant daze.

Then, without warning, a lone Vehicon ran towards Optimus, his blade drawn. Cyclonus extended his arm, rushing towards the lone soldier, but the commander was too late. The Vehicon thrust his knife towards Optimus’ neck, only to have Prime grab his arm, before impaling the Decepticon’s chest with his own blade. The lone Vehicon created a shield for Prime, his valiant charge forcing his fellow soldiers to briefly stop shooting. Optimus kicked the trooper away, drawing his own cannons as he did so. He instantly opened fire, sending a volley of energon bolts in one direction, before spinning and firing in another. His attacks tore through the Vehicon’s ranks, causing some to flee, only to be gunned down by Cyclonus’ guns.

“Fight you cowards,” he ordered, drawing his mace and surging forwards. As he hurled his mace at Prime, Optimus caught him out of the corner of his eye. Using the barrel of his gun, he blocked Cyclonus’ attack on the upswing, before retracting his other cannon and punching Cyclonus in the abdomen. The Decepticon doubled over in pain, allowing Optimus to wrap his free hand around his neck, pressing his ion cannon against his head.

“Order them to retreat,” Prime demanded. Cyclonus growled, struggling to break free, but only making Optimus tighten his grip. Then, an explosion ripped through the street under them, throwing both bots into the air. Without warning, Cyclonus had discharged his own gun into the ground, creating an explosion that finally freed him from Prime’s grasp.

Both Cybertronians slammed into the street, creating two patches of shattered crystal. Cyclonus righted himself quickly while Oprimus lay on the ground, still dazed. A wicked grin spread across Cyclonus’ face as he drew his mace and slowly strode towards Prime. Cyclonus placed one foot on his fallen foe’s chest. He slammed his mace into Prime’s chest, cracking the windows on his chest. Finally, he raised his mace high above his head, ready to deliver the killing blow, before bringing it down again. As he did, however, he discovered the entirety of his weapon from the hilt up had been cut off. The other half of the Decepticon’s weapon fell to the ground, the loud thud it produced momentarily breaking the silence that had fallen over the Decepticons.

Celestia hovered a few meters above the ground, a golden liquid dripping from her hooves, the remnants of her armor. Her mane and tail were streams of orange flames, her eyes burned white, and a faint orange-yellow glow enveloped her whole body. She radiated an incredible amount of heat, so much that Cyclonus could feel it despite being a good distance away; her heavy breath caused nitrogen in the atmosphere to turn into plasma as she exhaled, forming tiny purple swirls. Having melted her armor, Celestia was left naked, save for a grey and red amulet around her neck.

Suddenly, her horn burned white with magic. She summoned a tempest of fire that consumed the area below her, leaving nothing but ash in its wake. With the Vehicon’s dispatched, the princess landed and slowly strode towards Cyclonus, who had been left unmolested due to his proximity to Prime. In a panic, the Decepticon drew his gun and fired a series of bolts at the approaching alicorn, all of which bounced harmlessly off the shield around her. Then, he changed forms, only for Celestia go grab him and pull him to her. He changed back to his robot form, thrashing against Celestia’s telekinetic grip, only for her to tighten it. Finally, he came to a stop, floating in the air about a meter from Celestia.

Then, without warning, Cyclonus’ armor grew hot. Extremely hot. He renewed his struggle against the princess’ might, but to no avail. As the temperature of his armor increased, he began to scream, howling in agony as he felt the various plates near their melting point.

“C-Celestia...”

Upon hearing her name, the alicorn peered past Cyclonus to find Optimus slowly righting himself. She suddenly dropped Cyclonus, hastily rushing to Prime’s side. As she ran, she began to return to normal; her mane and tail turned back to their normal pastel colors, the color returned to her eyes, and her magic became the golden aura she normally used. She helped Optimus to his feet, practically crawling on him as she examined his body for injury.

“What...what was that?” Optimus asked, stunned by Celestia’s display.

“I promise we’ll discuss it later,” she told him. “Right now, we need to find Ratchet.”

Chapter 10

Luna and Galvatron stood in an open field, along with four night guards. The loyal bat pony guards stood perfectly still, stoic and loyal as ever, despite trading their spears in for large silver platters. Their armor was the purple it has always been, but One of the soldiers had an assortment of fruit on his plate, including apples, oranges, grapes, and bananas, while the other two had empty plates. The three bat-ponies stood in a line, about a pony’s-with between them, directly facing Luna and Galvatron.

“Galvatron, I want to to teleport some of the fruit on the first platter to the second platter. Do you think you will be able to do that?” Luna asked. Galvatron scoffed, smiling contently. His horn began to glow, before one of the oranges on the first plate became enveloped in that same glow. “Remember, do not cast this spell as you would a levitation spell. Visualize the fruit at it’s destination, and your magic will make it so,” Luna told him.

Galvatron closed his eyes, focusing intently on the fruit before him. Magical lightning arced over the orange’s skin, causing the air to crackle. Despite the display of light, nothing happened. Even as sweat began to run down the orange stubbornly refused to move. Finally, he growled in anger, crushing the orange over the guard’s head, drenching him in juice.

Luna used her magic to lift the juice off the poor guard, casting it aside as she tried desperately to hold back a chuckle. “Try again,” she said calmly.

“May I try?” Starscream asked.

Megatron opened his mouth to castigate Starscream, but Luna interjected before any sound could leave his mouth. “Of course Starscream,” she told the pair. Starscream smiled, magic flowing from his horn, Like the last time, the magic enveloped the orange; like the last time, magic arced across the fruit’s skin; unlike last time, however, the orange teleported to the second guard’s plate, along with the first guard, and the platter he was holding. Gravity pulled the first soldier onto the second, fruit flying as their armor scrapped together.

Unable to control herself, Luna burst into laughter, disentangling the two guards ponies as she giggled. “Oops,” Starscream said as a slight shade of red rose to his cheeks.

“Good work Starscream,” Luna praised, lifting the fruit with her magic and placing it on the first guard’s platter.

Suddenly, a fourth royal guard rushed into the forest. “Princess Luna,” he called, coming to a halt just in front his liege. “Your presence is requested in Ponyville, at the cottage of Fluttershy’s cottage.”

Luna nodded, turning to leave with the new guard. “Continue your practice while I am gone,” she said to Starscream. The remaining three guards cringed.

Princess Luna opened the door to Fluttershy’s cottage, the wooden door creaking as her magic gently forced it open. The cottage looked the same as always, at least as far as the alicorn’s eyes could tell, but she could feel magic pulsing through the house. As she entered, the couch spontaneously levitated, revealing a technicolored spiral staircase. She descended the steps, disappearing deep into the earth. After descending a fair distance, though the exact depth she’d traveled to she couldn’t tell, she reached a large, open chamber.

Inside the chamber, Discord belly-first lay on a couch, Fluttershy situated on his back, massaging his long, thin form. “Oh yes, thank you Fluttershy,” he moaned as she pressed her hooves into her muscles.

Without warning, Luna tapped her hoof on the door frame, causing Fluttershy to jump. “Oh my, Princess Luna, you startled me,” the pegasus said.

“Forgive me Fluttershy, I did not mean to do so,” Luna apologized, before turning to draconequus underneath her. “It is good to see you again, Discord.”

Discord stood, slithering out from under Fluttershy, stretching and cracking his back as he righted himself. “Heh, that’s something I never thought I’d her you say. I suppose that means the Decepticons don’t exactly run a five star establishment,” he said.

“You have no idea,” Luna assured him. “You summoned me?”

Discord nodded, slithering toward the alicorn. “Yes, something strange happened in the Crystal Empire while your Sunbutt and Window-boobs arrived,” Discord told the princess.

Princess Luna cocked her head, furrowing her brow as she did. “Window-boobs?”

Discord chuckled, slightly shaking his head left and right. “Anyway, something disrupted the balance of magic in the Crystal Empire,” Discord explained.

“A disruption? Such as the one Tirek created?” Luna questioned.

“Yes and no,” Discord said as a chalkboard materialized behind him, a suit and glasses materializing on his body. “You see, my dear Luna, to sense magic like I do, you have to imagine the entire world as a dark room, and ponies all carry around little flashlights.” As Discord spoke, images materialized on the board, depicting a room full of ponies with flashlights. Suddenly, a crude stick figure centaur appeared on the board, going from pony to pony, beating the ponies. “Now imagine somepony, or centaur in Tirek’s case, beat up everypony in the room one by one and took their flashlights. That is what Tirek does.” The draconequus paused mid sentence, taking a moment to flick away the centaur that had appeared on his board. “Now, what I sensed in the Empire was more like if somepony attached a car battery to their flashlight-”

“What is a car?” Luna asked.

“Oh, right, you don’t know what a car is,” he said, nodding to himself. “Supercharged their flashlight. That is what I saw in the Empire,”

“What could cause such a thing?” Luna asked again.

“I don’t know, but whatever it was, it was powerful,” Discord said.

Princess Celestia slowly strode through the Nemesis, shivering every few steps as she walked. Despite having traded in her metal armor for the newer, sleeker, more modern armor of the modern royal guard, she was covered in goosebumps. The armorer had told her that the plating and fabric was very well insulated, but the princess was sceptical of his claims. The Autobots liked the cold, it seemed, since the warship was incredibly cold. Finally, she turned into her destination, the massive automatic door opening despite her comparatively small stature.

In the Nemesis’ medbay, Ratchet stood over Optimus, welding the last of the gaps in his armor shut. Optimus lay on the table, his expression blank as Ratchet carried out his work. Silver patches dotted his armor, some from Ratchet’s welding, others from Cyclonus’ mace. Finally, the medic finished his work, switching off the stream of blue flames that flowed from his welding tool. “There, you’re patched up, now all you need is a fresh coat of paint, and you’ll be good to go,” Ratchet told him as he retracted his welder.

Prime sat up, before swinging his legs over the side of the table. The doctor turned to retrieve his equipment, when Optimus stopped him. “Actually Ratchet, I would like to postpone that procedure,” Optimus said as he slid off the table.

“Really? May I ask why?” Ratchet asked, before Optimus pointed towards the door. Ratchet turned his head to discover Princess Celestia standing in the doorway of his med station. “Ah, I understand,” he said as he strode towards the doorway. “Just remember to lock up after you leave; or else Wheeljack might do something absurd,” he added as he stepped through the exit.

As soon as he left, Celestia and Prime’s focus rested solely on each other. Optimus had a stern look on his face, while Celestia had one comparable to that of a puppy who’d just learned it’s bad to pee on the carpet. Celestia stepped forward, jumping as the automatic door shut behind her, unnerved by the ship’s ominus, dark purple interior. “Before you start, let me explain,” Celestia begged.

“I intended to,” Prime told her.

The alicorn extended her wing, using her magic to withdraw the amulet she had worn in the Empire. “It’s called the Alicorn Amulet. It’s a relic of incredible power that boosts the magic potential of the wearer ten fold,” the princess explained as she levitated the amulet into Optimus’ hand.

“I know, I read of this relic in Twilight’s letters,” Prime said in a more formal tone than the one he usually used around the princess. “and I am fully aware you ignored one detail.”

Celestia cringed as Optimus spoke. “I know it’s dangerous, but...you know as well as I do we are outnumbered and outgunned.” she paused, taking the amulet from Prime’s hand. “We need an edge.”

“I’m not willing to sacrifice you to win this war so long as an alternative exists,” Optimus said, his tone returning to his normal, less formal tone. He kneeled to her eye level, his sky blue eyes meeting her indigo orbs. The princess momentarily glanced towards the Alicorn Amulet in the Autobot’s hand, causing Prime to tighten his grip on the relic.

Upon noticing Optimus’ grip, the princess averted her eyes, caster her gaze back at her friend. “Optimus, I have to do this. My ponies were not meant to live like this.” she drew closer to Prime, placing a hoof on his shoulder. “They hide in fear; their houses are literal bomb shelters; every part of their lives has been directed towards war!”

“I know, I understand your pain,” Optimus said, pausing for a sigh. “I understand your pain better than you realize.”

Celestia gasped, placing her hoof to her mouth as she was struck with a sudden realization. “Oh, Optimus...I’m sorry...I didn’t mean to say you-” Optimus lifted his free hand, silencing the princess.

“You don’t need to apologize,” he told her as he lowered his hand. “Celestia, I cannot in good conscience allow you to use this amulet.”

“But, think of what I could do with it. I could-”

Prime interrupted the alicorn. “You tortured that Decepticon. You nearly boiled him inside his own armor. That is not something the Celestia I know would do,” Optimus said.

Celestia cringed, recoiling from his words. “I...I know. I lost control, and I let the amulet manipulate me, but I’ve learned from that...incident,” she stepped forward, her face nearly touching Prime’s. “I want you to keep the amulet for me. You’re strong, you can keep me from going too far. I’ll let you keep it, then only use it when I need to.”

“No, it isn’t worth the ris-”

“I could revive Cybertron.”

Optimus paused, nearly dropping the Alicorn Amulet as his eyes widened. “What did you say?” he asked.

“I think, between the other princesses and my boosted power, we could undo the damage to Cybertron,” Celestia told him.

“And...you would be willing to do do that? To revive Cybertron?” Prime asked.

Celestia outstretched one of her hooves, placing it on the larger Autobot’s shoulder. “Of course,” she told him with a kind smile.

Optimus froze, his eyes dancing as thoughts raced through his mind. He lifted the amulet to his face, staring down at the red gem in the center of the relic’s black iron, his face reflected in its many surfaces. “Very well,” he said as he stood.

Celestia beamed, leaping and hugging Optimus. “Thank you so much, you won’t regret this,” she told him.

“I hope not,” Prime whispered quietly.

Chapter 11

A Decepticon convoy, ten vehicons with two drilling machines, trudged through the snowstorm Equestria’s northern reaches, carrying a load of energon to their comrades besieging the Crystal Empire. They marched through the storm, their progress agonizingly slow, constantly battered by the weather. The soldiers took cover behind the two giant drill machines, advancing at a crawl as the giant machines shielded them from the wind.

“I don’t get why they don’t just fly this energon in on the warship,” one of the soldiers shouted over the wind.

“You heard Shockwave, he doesn’t want to risk the sensors on the ships taking damage,” his commander told him.

“I know, but-oof!” The disgruntled soldier suddenly slammed into his commander’s back, who in turn smashed into the back of the driller in front of them. “Hey, what’s the hold up?”

The engineer manning the machine slowly turned towards the Vehicons below him, his hands trembling as he did. “Optimus Prime is standing in front of us,” he said with a weak, shaky voice. The other Decepticons glanced at each other, some beginning to tremble as well.

“Optimus Prime? Here?” the commander questioned. He peered past the drill, only to quickly duck back behind the machine. “Yeah, that’s him,” he told his men.

“What are we gonna do?” one of the soldiers asked.

“What else? Attack!” the commander ordered. Every Decepticon under his command remained still. “Well, what are you waiting for!” he questioned, shoving one of his men out, followed by another soldier. Eventually, the entire force advanced in front of the drill machines, energon guns drawn.

“Celestia, are you ready?” Prime asked over his comlink.

“Yes, I am,” Celestia answered. She lay in the snow next to Optimus, along with two guards from the Crystal Empire. She’d dressed in the armor of the other guards, white in color, the various pads and plates contouring to her body. She’d had to use a spell to turn her mane and tail white, though she didn’t need to paint her face white as the other guards did, thanks to her natural fur color.

“Good,” Optimus said, before changing forms and speeding towards the Vehicons. The advancing soldiers loosed a volley of bolts and Prime, only to watch as they bounced off Celestia’s golden shield. He slammed into the two squads, sending their members flying, before changing back to his robot mode. His fist slammed into the first Vehicon’s chest, denting it before sending him flying backwards. He drew his sword, slashing another Decepticon in half with the blade. The Vehicons drew their knives, striking at Prime. Despite their strength, Celestia’s shield deflected their blades, leaving Optimus totally unscathed.

Optimus suddenly drew his ion cannon, blasting through another two Vehicons with a single bolt. The remaining Decepticons scattered, fleeing in terror. Optimus started towards them, only to stop in his tracks a few steps later. The two Decepticon machines charged towards him, their drills whirling as they approached. Optimus strafed left, but he wasn’t quick enough to avoid the drill. The bit’s edges scraped Prime’s chest plate, threatening to crush him under its treads. He wrapped his arms around the drill, stopping its spinning, but the machine’s engine still pushing him forward.

In the snow, Celestia gasped quietly. She channeled her magic into Prime’s body, a glow surrounding him as she did. Still, the drill kept moving, causing Celestia to remove the alicorn amulet from under her wing. Optimus dug his feet in, but the machine was still too powerful. Celestia brought the amulet closer to her neck. Then, just as the amulet reached her chest, Optimus grunted loudly, before lifting the drill off the ground. His entire body groaned under the stress, his joints buckling as he heaved the massive machine. He quickly glanced to his side, before using the first drill as a bludgeon against the second. He swung the vehicle like a club, letting go just as it smashed into its twin. The two drills tumbled in the snow, energon and bits of metal alike flying as the machines destroyed each other.

Finally, the two vehicles halted in the snow, bursting into flame in the snow. The remaining Vehicons trembled in the snow, before changing forms and driving away as fast as their wheels could carry them. Optimus sigh, kneeling in the snow as steam rose off his hot armor. Before his knee hit the ground, Celestia rushed towards him, sliding the Alicorn Amulet back under her wing as she galloped.

“Optimus, are you alright?” she asked.

“Yes, only tired,” he answered.

The two crystal ponies lifted themselves out of the snow, slowly trotting toward the two, when Celestia spun around and halted them. “Make sure they don’t regroup, but don’t engage them; keep your distance,” she ordered. The two guards obeyed the princess, galloping in the direction of the retreating.

Optimus slowly rose to his feet, his limbs somewhat shaky as he stood, “Did you use it?” he questioned in an almost harsh tone.

“Almost, when you were being shoved back by the drill, but no,” Celestia told him.

“Good,” he said, retracting his battle mask to reveal a smile. “Come, we should gather these energon cubes.”

Luna’s valiant guard fled in terror, galloping as fast as they could, the sound of their pursuer’s wing beats driving them forward. The first soldier suddenly tripped over a tree root, his flank smashing into the guard behind him, who was in turn run over by the third guard. The three stallions lay in a heap, too tired and too dazed to resist any longer.

Starscream landed in front of the heap of stallions, his horn glowing as his wings sending leaves into the air. The guards were enveloped by crimson magic, each of them clenching their eyes shut as they prepared for the teleportation. A bright light filled the forest, illuminating the trees and blinding the guards.

The three stallions opened their eyes, expecting to have been transporting somewhere else, only to find Starscream had disappeared.

Starscream reappeared deeper in the woods, suddenly realizing why the guards were running from his attempts to teleport them. His knees wobbled, until Galvatron took control, instantly stabilizing their body. “What is the meaning of this?” he growled.

“Greetings, Megatron.”

Galvatron swiveled around, baring his teeth at Shockwave. “That is not my name!” he shouted.

Shockwave cocked his head, slightly, before returning it to its upright position. “Lord Megatron, I must ask that you return to the Nemesis.

"I must examine you to determine the source of your psychological damage,” he said.
Galvatron fired a bolt of magic at his former scientist, only to watch as it bounded off a magical shield. “Please,” Shockwave pleaded as a magical glow enveloped Galvatron. “Return to the Nemesis with me.”

Thinking quickly, Starscream grabbed a tree next to Shockwave, bringing it down on top of the enemy Decepticon. Shockwave fell to the ground, breaking his grip on Starscream, who fell to the ground. “Galvatron, we need to get out of here,” he said.

“No,” Galvatron said, charging the fallen Shockwave.

“He has magic,” Starscream pointed out.

"Lord Megatron is conversing with himself. This is likely the result of psychological damage," Shockwave noted, though neither Galvatron nor Starscream reacted to his voice.

“So do we,” Galvatron said as his horn ignited. The Decepticon scientist lifted the tree, righting himself and taking hold of Galvatron once more, instantly halting his charge. Finally, bot Starscream and Galvatron could see how their enemy harnessed magic. Shockwave wore a gauntlet around his right hand, with a white unicorn’s horn in its tip.

Suddenly, a blue beam struck the Decepticon in the back, sending him tumbling forward. Princess Luna landed nearby, quickly tearing the gauntlet off of Shockwave’s arm, before sending him flying deeper into the woods. As she took the gauntlet, Galvatron fell, freed from Shockwave’s power. Luna strode towards Galvatron and Starscream, examining them for injury. “This development is disturbing,” she said towards Starscream.

“I doubt I could agree more,” Starscream said as he stretched his limbs.

“We should pursue him,” Galvatron told Luna, his horn glowing again.

“No,” Luna told him. “We need to inform the others.”