Transformers Equestria Girls In Disguise (Under Construction!)

by FourShadow

Rating: everyone
Tags: Alternate Universe, Other, Drama, Original Character, Science Fiction, Adventure, Equestria Girls, Crossover, Sunset Shimmer, Main 7 (EqG), Twilight Sparkle (EqG)
Length: 16978

Sunset and her friends team up to fight evil with the most unlikely people ever: The Autobots.

Takes place after Friendship Games. Alternate universe tag is for alternate universe with all the Transformers characters and not staying with a specific genre of the show. Contains scenes of sci-fi action, violence, and tons of Transformers fan-service. Enjoy.

During a mission on Cybertron, the Decepticons accidentally let the Autobots leave with the Allspark. Worse, it seperates from them during the attack and lands on Earth and ends up in the hands of Twilight Sparkle and her friends. Little did she know touching it was a major mistake, especially when they have magic in their system...

Inspired by RedFire's Transformers Equestria Girls story.

Cover Art is done by mix-up.

Special thanks to Fanficfinest12 and all of you for some story ideas and assistance. :pinkiehappy: You all have made this fic possible, and I appreciate you all for inspiring me to keep on going.

Published 2016-09-18 19:30:01 UTC
Last updated 2016-10-30 16:18:15 UTC

Prologue

Author's Note

This story is now being rebuilt so it tells a much better and interesting story than before. I hope you all enjoy what's being put back out, and do hope you like some of the changes.

Prologue

Far across the galaxy, just beyond the Outer Rim, lies the metallic world of Cybertron. On this planet of Cybertron, there lived a species of robots, identified as Cybertronians. This once peaceful planet, ruled by all autonomous robotic organisms called Autobots, are now engaged in a life and death struggle, with the sinister Decepticons, lead by the ruthless Lord Megatron. Their goal, total world domination. But with their relentless war never ending, lives have grown more and more lost, and more and more of their supply of Energon has slowly been decaying....

On a far side of Cybertron, in the ruins of one of the cities, a great battle had commenced. Lasers fired, explosions set off, and a trail of carnage and chaos carted behind charging car like forms.

The first one had 6 huge wheels, mounted cannons on the top, and was a colored in a majority of purple, maroon, and orange. The second one was a black racecar looking form, colored in black, orange, and a little bit of white near the front. The third one was a motorcycle like form, but instead of wheels it possessed treads in the front and on the back.

All three of them were weaponized, and were continuously firing towards a bunch of metallic looking warriors standing near a giant machine. It was in the shape of a circle on the ground, with a section of it open much like a door.

"Autobots, stand your ground. We cannot allow them to get the Allspark!" a soldier called out. He had orange and maroon colored, a set of three pipes on each side of his arm, along with blue eyes.

He stood with four other robots, all with blue eyes and red symbols on their chests very similar to a face.

"Sir, there's too many of them! They called in backup!" Another robot called. This one had blue skin, with a red colored face, wings on his back, and what looked like tires for shoulders.

"Very well. Strongarm, Tracks! Bring the Allspark to the Spacebridge, we cannot allow the Decepticons to take it. Bullet, Beamer, you're with me. We must hold them back!" he ordered.

"Yes Rodimus Prime sir!" The robots called out, and so they sprung into action.

Two of the so called Autobots moved a giant cube with a large amount of markings, symbols, and ancient writing moved it over to the Spacebridge all the while the enemy kept on charging.

"The Autobots are moving into the bridge!" the black car called out.

"Ram down the Autobots, we must get the Allspark!" The assault tank replied.

"Yes Strika!" the car replied.

The three vehicles moved towards the robots, and soon they began to undergo a series of strange transformations. The metal began clanking, gears turned, and parts of the vehicle were just moving on their own forming something completely different. The three vehicles were now robots just like the Autobots, only these were much different. Their eyes were evilly red, they had purple emblems on their chests, and they had feminine looking forms.

"You're gonna have to get past us to get the Allspark, Decepticreeps!" Grapple called out.

The motorcycle looking Decepticon slowly looked towards them with a devious smirk on her face.

"You say that like its a difficult thing Autobot..." With one swing, she tossed a canister towards the group of three and green smoke began emerging from it. Its bad effects quickly spread onto the Autobots, as their skin became corroded, and bronze looking. Worse, it was hurting them.

And in just a few moments, their bodies became engulfed in cosmic rust, and they fell to the ground.

"Nice move." the black car said.

"I've done better moves than that, Crasher," the motorcycle replied.

Soon two more Decepticon forms joined them. One in a style of a helicopter zoomed down and transformed into her robot form. She had purple eyes, black metallic skin, horns on her head, and she had spider like legs sticking from her back. The second one came flying in in a jet like form. She had wings on her back, a cockpit on her chest, and two laser guns on her arms.

"Decepticons, lets finish off the other two Autobrats before they leave with the Allspark." Strika ordered as they began charging towards the other remaining Autobots.

"We must leave, now!" Strongarm ordered. She had blue and white skin, blue lips, tires on her shoulders, and a pistol in her hand.

"We can't just leave them behind!" Tracks pleaded.

"There's nothing we can do, lets go!"

Tracks looked at how many Decepticons there were and realized they had no choice. Either surrender and let them win, or leave their friends behind and keep the relic safe. The choice was clear.

Tracks quickly moved to the control console, and hit a few buttons for the location they needed to be sent to.

"We better tell Optimus Prime we're coming with the Allspark!" Tracks called out.

"Once we get there!" Strongarm replied.

Soon, the machine began whirring with energy. Lights illuminated in bright purple, and a burst of energy engulfed the two Autobots and the Allspark and in one blast, they were all gone.

The machine opened up again, and the female Decepticons realized they came in too late.

"No... no!" the Decepticon jet yelled. "Megatron's going to have our heads when he finds out."

"What if we don't tell him, Slipstream? The Allspark is coming to Earth, isn't that where he and is team is?" the motorcycle Decepticon asked.

"Megatron will want to know. Besides we're scrapped either way." Strika said. She stomped over to the control console, and accessed into the computer.

"Strika to Lord Megatron. I'm sorry, but Team Chaar has failed in attempt to retrieve the Allspark. Two of the Autobots have transwarped with it and are on their way to Earth."

She looked onto the screen and was met with an evil face. A face with red eyes, gray skin and sharp metal sticking around on his head. This was their boss, leader of the Decepticons.

"Hm... You didn't fail me Strika." Megatron snarled.

"What? You cannot be serious." Strika said. She was caught off guard.

"The Allspark is on its way to Earth. Me and my fellow Decepticons should be able to intercept it. But as for you and Team Chaar, you must follow them and meet us down to Earth." Megatron finished.

"Yes Lord Megatron." Strika replied as Megatron hung up on the console. "You heard the bot! To the Spacebridge, on the double!"

Without question, the group of female Decepticons stepped inside the space bridge ready to transport to Earth to continue their objective...

Earth Is Where The Allspark Is

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

Experiments

"How can the Allspark not be here!?" Strika shouted.

"Strika, perhaps its still close by. Those tracks are fresh, they couldn't have gone far," Arachnid replied.

"Well if so, we must find it immediately. We cannot allow any Autobots to find it. Now move out!" Strika ordered.

And so, the group transformed back into their vehicle modes and zoomed off in a flash to go and find the Allspark's pinpoint location.

On the same day, Twilight was walking home to school all on her own, with her old magic detector in her hand. She hadn't used it ever since she found out magic was existent over at Canterlot High. Especially since she didn't have to use it anymore. There was no need to use it after the events from the Friendship Games.

But something odd had captured her attention. She turned her head and saw smoke pillowing from behind several amounts of trees. There couldn't have been a fire emerging, could there? And if that wasn't strange enough, her detector went off like crazy.

"What..." Twilight said to herself.

Curiosity got the better of her, and she wandered into the forest to see where the source was coming from, her feet crunching all of the fallen leaves and collecting mud along the way.

She found the source and her eyes widened. Right in front of her was a cube. But what made this stand out was there were so many markings and symbols on it that made it stand out. It was like it was some ancient relic from thousands of years ago. But, no relic could have looked as if had fallen from the sky, and making detectors go crazy.

She thought for a moment and realized if it was making her detector go insane, maybe she would need to bring some lab equipment over with her to study it. For all she knew, it could be hazardous.

Without any hesitancy, she ran off to go home and bring back some lab equipment, along with a cart to try and push the thing. It looked as if it was too heavy for her own self to carry, let alone drag back.

"What is that thing? Lets just hope its nothing dangerous..." Twilight said to herself.

The next day at school, Twilight found herself busy in the science lab which was open for her to use, and she had been observing the strange cube she uncovered from her walk home. She now had several wires and plugs hooked onto it, connected to her laptop, and she had been scanning for any idea on what it was.

As her laptop kept reading and giving off energy signatures, Twilight finally got an answer.

Base of origin: Cybertron
Energy supply: Infinite amount of Energon
Name of relic: The Allspark

"What?" Twilight said to herself. She couldn't understand a single one of what either one of those terms meant. What was Cybertron? What was Energon, or even the Allspark for that matter? What were any of these things?

Soon the sound of a door opening got her attention, and she saw her friends coming in.

"Twilight, why haven't we seen you in class? I thought you...." Sunset droned off and froze at the sight of the strange cube. "What... is that?"

"I... I don't know. I found it on my way back home, and from the look of it, it looked as if it crashed down here on Earth."

"Crashed, down?" Rarity sputtered. "Darling, what objects could possibly be from outer space that landed here on Earth?"

"That's just it, I don't know. But its giving off a major energy signature, but I just can't figure it out. I tried testing it with a Rubik's cube, water, glass, anything. And I still haven't gotten any results." Twilight replied.

"Ooh, wait, I have an idea. Try my phone, maybe it will do something to it." Pinkie suggested, raising it in the air.

"You sure about that?" Applejack asked.

"Its worth a try, isn't it?" Pinkie asked.

Twilight took Pinkie's phone that she offered and set it on a table, and hooked a wire to it. She connected another wire to the cube, suddenly sending a shock to Twilight knocking her to the ground. She got back up and looked to the phone which was... shaking?

Everyone moved back a bit awaiting for what would happen, but then something peculiar happen. They heard a strange sound coming from it, and then soon it start changing its shape. Arms were merging, a head was forming, and legs stuck out. The energy from the cube had transformed into a little robot with pink metallic skin, and blue eyes.

Everyone looked scared for what it was going to do, they were worried that it was going to attack them, but it didn't. Instead it looked around its location, and slowly jumped off the table, walking towards Pinkie.

"Don't... move... a muscle." Sunset ordered.

The little phone bot climbed up Pinkie's leg, going over her skirt, and above her belt, and then suddenly it transformed into its phone form again hanging on the side of Pinkie's belt.

"W...What?" Pinkie sputtered. "So I got a little phone buddy? This is brilliant!" Pinkie smiled. "Ooh, do you think it will do something to us?" Pinkie asked.

"Um, I don't think so, but I strongly suggest not. I don't even know if its--"

"Twilight, its fine. You got shocked by it, nothing bad's happened," Rainbow said with pride. However as her one hand hit the cube, suddenly loads of energy starting illuminating around the cube, making a huge whirring sound making everyone worried.

"You just had to say that, didn't you?" Applejack huffed.

The girls backed away from the whirring cube, awaiting for what was going to happen. The blue light that was lighting up from all of the symbols and tattoos were glowing brighter, and brighter, and brighter... and from how loud the sound was getting, they didn't know what was going to happen.

The seven of them backed away right up against the wall, ducking behind a table they pulled over for a shield, but their worried nature quickly dropped. The sound stopped.

They slowly rose their heads up and saw the cube was still glowing blue from the markings, but nothing was happening. They got back up on their feet and moved closer again to see what was going on, but they found nothing.

Suddenly, without any warning, all 7 of them were being zapped with beams of blue energy, shooting from the cube itself, going right through their bodies, making all of them collapse onto the floor and black out. But what they didn't see is that the cube suddenly made a small explosion and it fell apart into several pieces onto the ground into little shards.

Little did they know, they set off a signature to some unfriendly forms...

"Strika, I've detected several Cybertronian energy signatures. Just a few miles into town." Crasher said in her car mode.

"Hm... maybe that's where the Allspark is. Lets move!" Strika ordered.

And so, the group of five darted down the long and winding road to find the signatures they detected.

Decepticons

Twilight's eyes winced a bit as she was slowly waking up. She found herself staring at the ceiling, and she groaned as she slowly pulled herself up.

"Ugh, Rainbow.... can't believe you did that..." Twilight groaned.

"Twilight? You okay?" Sunset said, not appearing in her vision.

"Uh, I think so. Are you okay?" Twilight asked.

"Well.... uh.... for the most part." Sunset replied hesitantly.

"What do you mean by that?" Twilight asked.

"Well.... how do you feel?"

Twilight looked around to see where they were, and they weren't in her peripheral vision. But something else seemed off. As she stood on her feet, she hit her head against the ceiling. Like if she was... huge.

"Ow. That smarts... wait. Why am I near the ceiling?" Twilight asked.

"Uh, sugarcube? Before you turn around to see us, promise us you won't freak out?" Applejack asked.

"Applejack, what is there to fre-e-eak....." Twilight stammered. She turned around to see something she never saw coming.

All of her friends were all standing there right in front of her. Sunset, Fluttershy, Pinkie, Rainbow, Rarity and Applejack all right in front of her. But they were all looking incredibly different. They were all covered in metal, with oddly shaped bodies. Some with curves, some with blocky-like shapes, and they were huge. Their eyes were just one solid color which were their own eye colors, and their bodies were mostly colored in their own skin color. But all of them looked like they took on the form of futuristic robots.

Not only that, their sizes were different too. Fluttershy looked smaller than the others, and Sunset seemed to be the tallest out of all of them, with Applejack roughly near her shoulder, while the others looked to be in between.

"You.... you.... " Twilight felt like she was about to freak out. Her breathing was starting to go faster, and she felt her body shaking as she saw them.

"Uh, should we tell her that she's like all of us?" Fluttershy quietly said.

"What!?" Twilight yelled. She looked at her hand and found that her skin was metallic light purple. "Uh.... Uh..."

Without warning, Twilight screamed so loud that the glass in the windows broke. And before any of her friends could say a word, she smashed right through the wall and began running.

"Should we go after her?" Fluttershy asked.

"Yes!" Everyone yelled.

But just as they were about to run off, Rarity stopped for a moment to look at the shards of the Allspark now in pieces.

"Hm..." Rarity took the small cart Twilight took with her and put whatever pieces she could grab into the cart, and carried it with her as she followed after Twilight and the others.

"She seems to be taking this better than I thought!" Pinkie yelled out.

Little did any of them know, Team Chaar had picked up their signal. As the five of them were hidden underneath a bridge in robot modes, they were all discussing current plans.

"So where could that Allspark have launched?" Slipstream asked.

"Well we know the Autobots no longer are in possession of it. Its only a matter of finding it." Strika inquired as she scratched her chin. She had been pondering where the location of the Allspark could have gotten lost. If the Autobots lost it in the crash, then where could it have landed?

Crasher's arm soon went off on the blink, and she looked towards a small screen. 7 dots were moving towards their location.

"Strika, we've got 7 Cybertronian energy signatures. Unfortunately I can't tell if they're Autobots or Decepticons."

Strika's eyes expressed a little bit of evil and joy. "This should be fun.... I'll intercept them. I'll call you in when I require your assistance."

With that, Strika transformed back into her assault vehicle and raced off to intercept, all the while the other four Decepticons transformed into their vehicle modes and drove off somewhere else.

Back with the other girls, they tried keeping up with Twilight but alas they had no luck trying to keep up. She was too fast for their own weights. The main problem however, was trying to hide. Since they were giant robots, they wanted to stay hidden. Heaven above, what would happen if someone saw them?

After several minutes of running, the girls found themselves near an empty highway that crossed underneath a bridge. Sitting on the ground, leaning against the wall, clenching her knees and crying in her arms, was none other than Twilight Sparkle.

"Tw-Twilight?" Fluttershy cooed.

"No! Don't look at me! I'm just another monster!" Twilight yelled.

"No, Twilight. You're not a monster. So we're all now... I don't know what we are. But that doesn't mean we're monsters." Sunset said sitting next to the metallic Twilight.

Twilight slowly gazed over to Sunset.

"But its all my fault. I shouldn't have found that thing in the first place. And now we could all be permanently stuck in these... machines and I don't even know how to fix it," Twilight whimpered.

"Darling, it will be alright. We've been in worse situations than this," Rarity replied with a warm voice.

"Rarity's right, we've been through worse than this. So we'll be giant... robots for a bit, we can figure a way out of this. I know we will," Applejack replied.

Twilight looked to all of her friends and gave a weak smile. She felt a little better knowing that her friends were right by her side. "Thanks girls."

"Group hug!" The metallic Pinkie Pie called out.

And soon, all seven of them came in close and joined in for a group hug. Once they calmed down, they backed out from the hug.

"But, something strange did cross my mind. If the energy from the cube could only affect technology, why did it work on us? Seriously, my brother touched it, and nothing happened to him. Why us?" Twilight asked.

"I don't know. Maybe its because of our magic that its affected all of us." Sunset replied. "Which reminds me, did anyone leave that cube behind?"

"Well, actually darling..." Rarity said as she showed the small cart with a few fragments in it. "I grabbed what I could. It was hard to try and pick them up."

Twilight then picked up a shard of it and examined it with her eye. "Hm... But wait, if it could turn Pinkie's phone into a little robot, do you think there's a chance it could do the same to our cars and trucks?"

"There might be, but I don't want to take that chance. We may not know what it might do if we try it on cars. For all we know they could try and attack us." Sunset replied.

"You mean like that one?" Rainbow said pointing past their heads.

Everyone's heads turned to see a strange vehicle slowly driving towards them. From what they saw, it had six huge wheels. Two near the front, and four near the back. There were also strange guns mounted near the top and over the tires, an orange tinted glass near the front, and a huge engine hidden behind the guns. This vehicle didn't look friendly in the slightest, especially since it was moving towards them and not stopping.

"Uh, you think someone's gonna report us?" Fluttershy cooed.

But before anyone could say anything else, the vehicle suddenly stopped right in its path. Not a sound, not even the sound of someone walking outside to go get a better look.

Curious, Sunset crept her way towards it and noticed someone was actually inside the vehicle.

"Oh, uh... look. We mean you no harm. Something just happened to us, like an hour ago, and we ended up here. If you can just please step out of the car, we'll explain ourselves. Okay?"

Sunset awaited for a response, but she didn't get one. She didn't hear anything coming from the vehicle.

"Uh... are you okay?" Sunset asked again.

This time she got a response, but it wasn't something she expected. The vehicle jolted towards her, knocking her down on her feet. Its engine kept revving and it kept moving forward making her crawl backwards towards her friends.

"Okay! Okay! I'm sorry! Please, I'll leave you alone!" Sunset pleaded as she kept backing off.

"If you don't stop, I'll smash your car!" Rainbow barked cracking her knuckles.

But soon the car made another action, strange lights emerged from the front. The light that shined on the ground was a grid like pattern, and it was scanning on all 7 of them, like if it was identifying them.

"Uh...." Sunset said.

The light stopped shining, and it evaporated. But something worse happened.

The vehicle suddenly began making strange sounds and whirring. But what made this even stranger was that it was... changing. Arms were forming, its tires were beginning to fold into place, legs were sprouting out, and it looked as if a larger being was about to form. Once it finishing its clicking, whirring and changing, it revealed to be a giant robot with the most unfriendly eyes.

"You glitches destroyed the Allspark... I will have your heads!" Strika barked.

Sunset gulped and their friends all looked at each other with concern.

"Everyone... wet yourselves and RRRRRRUUUUUUUUUUUUUUNNNNNNNNNNNNN!!!!!!!!!!", Pinkie screamed.

Without any question, all seven girls began running from the large automaton. Soon the female Decepticon began chasing after them as well now stopping to take a breath. The clanking of their feet hit the ground heavily making the ground shake, along with the sound of their arms whirring and hissing.

"What is that thing!?" Rainbow yelled as she kept bouncing stares back and forth from looking at Strika and forward ahead with her friends.

"I believe that's a lady," Rarity replied back.

"That's no lady, she's a meanie!", Pinkie snapped.

"Whoever she is, just keep running. We can't let her attack us!" Sunset ordered.

"Wait!" Pinkie yelled getting all of them to halt, and suddenly getting Strika to halt. "There's seven of us, and one of her. I think. What if we fight? It obviously wants to hurt us."

The girls pondered for a moment, and all nodded in agreement. There were seven of them and one of her. And besides, if she was made of the same material as their own skin had become, along with being able to transform into technological forms, maybe they could learn a little more about what had happened.

Sunset gave a confirming nod to Pinkie and the group stood together with fighting stances all ready to face the enemy.

"That's awfully cute ladies..." Strika laughed. "But my friends are here too..."

And soon other forms began approaching them. The girls all gasped in sight of the rest of Strika's team. Crasher, Slipstream, Airachnid, and the foot soldier. All of Team Chaar had arrived to give their assistance to their boss.

"Uh... this is going to be harder than I thought." Twilight said.

The foot soldier slowly walked a few steps in front of her group with a devious smirk, staring at the other girls. "You say that like its a difficult thing Autobot...." as she held a canister right in front of her claw tipped hand.

She tossed it towards the girls, and with quick thinking they backed away from it, except Fluttershy backed away too late. Luckily she managed to make it out alive, but cosmic rust formed on her left foot, making the girls all gasp.

And without any warning, the foot suddenly shattered into ashes and dust from all of the rust making Fluttershy scream in pain.

"AGH!!!!" Fluttershy screamed.

"Its okay, I got you!" Rainbow replied as she helped Fluttershy off the ground, and giving a nasty glare towards Team Chaar.

"Now, are you going to surrender, or be destroyed by more of my cosmic rust?" the motorcycle female said as she tossed another one towards the ground.

However Applejack intercepted in time and grabbed the canister before it hit the ground, and with quick thinking she threw it back towards them which hit the ground and the cosmic gas started leaving the canister. All four of the Decepticons quickly backed off. All except for one...

"No.... not... my own... weapon...." the motorcycle Con wheezed.

She became engulfed in cosmic rust as it spread all over her body. She had fallen victim to her own weapon, and in a matter of seconds she decayed into ashes and dust.

Strika and the other four Decepticons looked with eyes widened in fear. But that quickly faded away to anger as they stared towards the seven girls.

"Decepticons... attack!" Strika shouted as all four of them charged towards them.

The girls readied themselves and fought back against the now name confirmed Decepticons. Rainbow and Fluttershy had to hold their own against Slipstream, Applejack and Rarity held against Arachnid, Twilight and Sunset were now fighting against Crasher, and Pinkie had to fight Strika on her own.

Twilight managed to make a few blocks against Crasher's fists with which were charging up with energy. Sunset then moved from behind and threw some punches at the back of her head knocking her down to the ground, making her groan.

Crasher however pulled herself back up and stared on to Twilight and Sunset.

"Goodbye, Autobots!", Crasher stomped her foot into the ground, making the ground shake, and a burst of green energy started zooming towards them and hit their metallic skin knocking them to the ground.

Both of them looked up to Crasher's masked eyes with hurt in their own eyes.

"Where to now, honey?" Crasher asked in a mocking voice.

Rarity and Applejack tried fighting against Arachnid but they had no luck either. She kept blocking every single one of their attacks, and she didn't get a scratch on her.

"Does... anyone... know... how... we can... fight... these things!?" Applejack called out.

Rarity didn't respond. She was too busy trying to fight back, and she kept getting more scratches on her skin.

"Ow! You made a scratch on my skin! This will ruin the paint!" Rarity whined.

"Oh, apologies my dear. Perhaps I can give you a new makeover?" Arachnid replied back in a mocking tone as she made a swipe on Rarity's face with her clawed hands.

"AGH!!!!" Rarity shouted as she fell to the ground, "That hurt!"

Over with Rainbow, she managed to keep her ground against Slipstream. She could tell every single move she was gonna make, and she did actually make a few punches against Slipstream.

"Fluttershy! Any chance you can give me a hand?" Rainbow shouted.

"I don't know... wait, maybe this does something." Fluttershy hit a small button she felt on the side of her head which made a scanning vision come into her eyes, along with a laser graphic going up and down Slipstream. As if she was scanning her look. And in a few seconds, the laser went away.

"Okay, that didn't do anything!" Rainbow grunted as she was met with a fist to the face.

Pinkie however wasn't having much luck either. She kept getting punched by Strika, and it didn't help that her size was bigger than she was. Pinkie then got an idea. She felt a switch on the side of her head which she triggered and then another laser scanning vision went down, this time scanning Strika's complete body.

"Yeah, that did nothing." Pinkie said as she finally punched Strika across the face.

As Strika looked towards Pinkie, she heard a signal go off on the side of her head making her stop and the other four Decepticons stopped fighting.

"Attention Team Chaar. Fall back at once, don't engage the unidentified Cybertronians. We will handle this with extreme prejudice." Megatron ordered on the other end.

"Fall back? You cannot be serious." Strika said out loud.

"There will be grave consequences for those who disobey. Your leader has spoken...", Megatron snapped.

Strika's eyes saddened. She had no choice but to follow orders. "Right... You heard the bot! Fall back, on the double!"

Soon the remaining members of Team Chaar transformed and fled the scene away from the Manechines, making them scratch their heads in confusion.

"Did, did we just win?" Rainbow asked.

"No, we didn't. I heard one of their conversations, someone ordered them to fall back." Twilight sputtered.

"But... who?" Rarity asked.

Suddenly the slamming of metal feet against the ground got their attention, and they turned their heads around to look at the forms in front of them. There were a bunch of them all standing in front of them. All with different looks and colors.

The first one they noticed was a mainly gray body with a black arm cannon, and flaring red eyes who stood with a smirk on his face.

The next three forms to appear had the same body type, but their colors were different. All three of them had wings on their backs, rockets for their heels, and plane cockpits on their chests. The first of them had mainly red and blue colors, the second one had blue and white colors, and the second one had black and purple colors.

Then another figure came down, this time with blue and white colors, and on his crotch were buttons that looked like the kind of buttons that would be on cassette players, and there was a blue cannon on the side of his head. He had a blue head and unlike the others, he had a visor for eyes and a white mask.

Five more came into view, all of them sharing similar details. Their bodies were colored in reds, oranges, yellows, and blacks. And their bodies looked like they turned into predators. One had a set of wings, there was a rhino head formed into the back of one of their heads, there were even animal heads formed into the chest plates of two of them.

But those sadly weren't the only Decepticons who made themselves known. Three more appeared, all possessing similar body types, but had their own looks. They had plane nosecones on the tops of their heads, cockpits for chests, and there were wings attached to their legs.

The final Decepticons came into view. One of them was colored with a white head and mask, and had shades of green, purple, white, and black on his body. The second one had big plane wings sticking out his back, along with a front of a truck cabin on his chest, and he had a purple head. A trio came in too, all of them having black and purple colors, and on their bodies were parts that belonged to insects.

The last ones were another group of Decepticons, six in fact. Each of them had parts on them that looked like construction vehicles, and they were all colored with greens and purples.

The girls eyes all widened with fear. They were outnumbered, and had nowhere to go.

"This does not look good..." Twilight said.

Too Many

Author's Note

Another redux, done!

Too Many

The seven girls stood together looking very afraid. They were outnumbered, outgunned, and had nowhere to go. Too many bodies to count, too many weapons in their possessions.

"This couldn't get any worse..." Twilight said.

Their heads turned back to the Decepticons directly in front of them and shivered at the cold dead eyes of the grayish looking one with the black gun mounted on the side of his arm. But as the gray robot took a good long look at them, his terrifying demeanor slowly faded to a much more friendly look.

"Greetings, fellow Cybertronians. My name is Lord Megatron. Might I ask who are all of you?"

Sunset snarled and stood before the other girls, "We're obviously not friends since we were nearly killed by some of your men. Er, women."

"Strika, of course... I'm terribly sorry about that, she always uses brute force before strategic thinking," Megatron stated.

"That is true," one of the Decepticons said. "You don't need to worry about her though, we'll deal with her."

Sunset gulped, "So... who are the rest of you guys? What are you guys anyway?"

"We are Decepticons, and we've come here to seek energy sources for our armies to defeat the Autobots. Who's side are you on?"

"Um... no one's?" Sunset said.

"Well, if that's the case, maybe we could talk things over. I'm sure we could..."

Megatron's eyes widened as he looked to the side and saw the little cart that Rarity took with her. There were a few slivers of light reflecting into his eyes and his eyes furrowed when he saw the glimpse of ancient text on a few slivers. The fragments... they looked like pieces of the Allspark.

"Wait a minute... Soundwave. What's in that little cart there?"

"Um... new diamonds?" Rarity chuckled nervously.

The Decepticon with the cassette door pointed his finger at the cart where the shards were.

"Megatron. Those are the remains of the Allspark. The Allspark is destroyed."

"WHAT!?" Megatron yelled. He then gave a cold stare towards the girls.

"Kill them all...."

"About time we destroyed them, oh mighty Megatron." The Decepticon on his left replied.

"Silence Starscream and just kill them!" Megatron snarled as suddenly transformed from his giant robot mode into a pistol and was clutched by the Decepticon they could assume was Starscream.

The seven girls stared on with angry glares and got into ready stances for another fight.

"We've fought your little minions, we can fight again!" Pinkie exclaimed and began charging.

"Die Autobots!" Megatron yelled in his gun mode.

But before she could even make a move, Starscream pulled the trigger on the Mega-gun which made a huge blast into Pinkie's shoulder, creating a giant hole that began emitting purple smoke. She wheezed in pain, and then she fell to the ground blacking out.

"Pinkie!" Applejack exclaimed.

Applejack looked back with a look of anger and tried charging towards Megatron, only to get shot down to the ground just like before, only she didn't black out. But she groaned in pain.

Fluttershy limped over to Applejack (still only having one foot) and tried to help her up. But the sound of a blaster went off and she was met with one to the chest, knocking her to the ground. This time, the shot wasn't by Megatron or Starscream for that matter, but was a laser going off from one of the weapons from the lion formed Decepticon.

"Don't try and fight us Autobots... there's no fighting back... Predacons annihilate all Autobots..." The lion snarled.

Rainbow looked and got an idea. She looked down at her feet and discovered a gun lying on the ground that was dropped from one of the Cons they faced before. So she picked up, gripping it with both hands and stared head on.

"Maybe its time you learn what happens when you mess with us!" Rainbow shouted as she pulled the trigger knocking down a few of the Decepticons in her path.

She then crouched bent her legs keeping a steady stance and just kept blasting the gun, all the while the Cons kept some cover.

"Hey, I could get used to this!" Rainbow said. She was beginning to get the hang of using the weapons.

Sunset and Twilight looked around for anything they could use to defend themselves, and they found some more weapons to use, left behind by the Team Chaar members.

Sunset then picked up two pistols and began giving a hand to Rainbow as she stood next to her, firing towards more of the Decepticons.

Twilight unsure of what to do, decided to lend a hand as well. She pulled the unconscious Pinkie off to the side where she wouldn't get shot at as well as Fluttershy, all the while trying to avoid getting shot in the face.

After moving them to the side, she moved over to Applejack on the ground who raised a hand.

"I'm good! I just need a second!" Applejack called out as she pulled herself up back onto her feet, her chest still smoking from the blast. "Now can someone give me a weapon I can use to fight?"

Twilight tossed her another gun and she joined in with Rainbow and Sunset as they continuously fired towards the others.

"Twilight! I need help!" Rarity called out from behind them. "Back off you brutes!"

Twilight noticed she was trying to fend off three insect like forms by herself, and she wasn't having much luck as shown from all the scratches and dents on her skin.

In a rush, she ran over and helped Rarity up back on her feet.

"Not much time left for you to live Autobot, Autobot......" A garbled voice emerged from one of the insect-like Decepticons.

"Isn't there anything we can use against them?" Twilight asked.

Rarity looked to her arm and discovered several buttons implanted on the side. Maybe one of them could get her some weapons? She hit one on the side and before she even knew it, a shield surrounded her and Twilight protecting them from the blasts.

"I don't know how I am able to do this, but this should provide temporary protection," Rarity called out.

Noticing the force field Sunset, Rainbow, and Applejack moved in close and got underneath Rarity's protection.

But the amount of fire from the Decepticons enhanced even higher, and Rarity was beginning to collapse under the amount of pressure from the firing. Twilight then looked to the side and saw Pinkie and Fluttershy were still knocked out. At least they weren't getting shot at.

"If this keeps up any longer... we're done for!" Rarity cried.

"No, we're not!" Sunset said, holding one of the guns. "Now we've got guns. We're not much, but I say we fight them off!"

"I'm with her, these guys want us dead, we'll we're not going out dead!"

Rainbow Dash and Sunset moved from the side of the shield and aimed their pistols at the Decepticons in front of them. They stood strong and fierce as they shot the guns without end.

"Come on...", Rainbow groaned as she shot the pistol, "Just... go... down..."

"How strong are these guys!?"

Rainbow pulled the trigger of the gun again, this time actually landing a shot on one of the Predacons who fell down on their back.

But then, Megatron in his gun form transformed out of Starscream's hand and back into his robot mode with a snarl.

"I'll handle this myself," Megatron growled.

The Decepticon leader charged forwards and jumped over Rarity who kept the shield up. Swinging a sword he raised it up so he could make a perfect slice attack onto Sunset, slicing her in half. But Sunset could see him lunging at her, and so she jumped out of the way just as Megatron's sword got stuck in the concrete.

The leader growled at his failure and he pulled his sword out, and stood in front of Sunset ready to battle.

"I wouldn't advise fighting me young one. Especially since you aren't a Prime."

"I have no idea what you're talking about, but I think I can fight you just fine!" Sunset said, shooting Megatron with what she could do. But Megatron just blocked every laser that came at himself, moving like a swordsman.

Eventually, he got tired of the blocking and so he threw the sword straight at her which shot right through the lower right side of her stomach. She yelled in agony as the sword went through her, and she collapsed onto her hands and knees screaming as the sword was still lodged in her.

Megatron took his chance and he walked towards her and his arm cannon loaded, heavy intent to shoot her. He pulled his arm cannon up which began to glow pink on the inside, ready to blast.

"Its over now... Sunset Shimmer."

Twilight, in the midst of the battle could see Megatron was ready to fire down onto Sunset Shimmer. But she wasn't going to let that happen. Not by a long shot. She grabbed a gun that had fallen onto the open ground, clenched it tight, pointed at Megatron and pulled the trigger.

Megatron was met with a few blasts to his face making him groan as he was distracted. Now that he was distracted, Sunset growled and she jumped up and punched Megatron in the face knocking him flat on his back. Once he was down, Sunset gave another kick, going right to his stomach and stomped her foot into his face.

But as she made her last stomp, she moaned in pain as the sword was still lodged in her stomach. Carefully, she slided the sword out of her, but she was cringing in pain just trying to remove it from her. The other girls who were still conscious cringed as well. They couldn't have imagined the pain she had trying to take that out.

The sword clanged onto the ground as it dropped. And as she tried to move away from the leader that was knocked down, she held onto the side of her stomach feeling the gaping hole in her.

"Sunset!" Twilight pulled her close. "Are you okay?"

"No... we've got to get out of here." Sunset groaned.

"I agree! Rarity, Applejack, can you help get Pinkie and Fluttershy?"

"We're on it!" Applejack replied.

"I'll cover for you girls!"

"Wait, get the fragments!" Twilight replied.

Rainbow swooped in like a ninja and she kept fighting the Decepticons as she moved with Applejack and Rarity who grabbed Pinkie and Fluttershy and held them close to each other. Then as they moved, Rainbow managed to grab the small cart which had the remains of the Allspark fragments.

"Now if ya'll don't mind my suggestion... lets get the heck out of here!" Applejack cried.

"RUN!!!"

All of the girls instantly turned and began to run away from the Decepticons who didn't stop firing at them.

"Decepticons. Stop them!" Soundwave spoke.

The girls kept on running, while onslaughts of lasers shot right past them. None of them even managed to hit the girls as they ran.

"Sunset, I don't suppose you have an idea where we should run?" Rarity asked.

"Uh, well..."

As the girls kept running, they saw something very strange appear up ahead. A green portal emerged from out of nowhere, glowing bright right in their path.

"Uh, what's that?"

"I think that's a portal!" Rarity said.

"How do we know for sure?" Rainbow asked.

"Don't let them reach the Groundbridge portal!" Starscream screamed from behind them.

Rainbow shrugged. "Eh, whatever."

Rainbow halted and she waited for the girls to move first. Twilight helping Sunset ran first, then Rarity holding Pinkie Pie, followed by Applejack holding Fluttershy. All of them vanished right through the portal, and soon enough, Rainbow disappeared as well.

The Decepticons moved faster and tried to keep up with the girls, but it was too late. The girls had already crossed through the gateway, and within seconds, the portal vanished into thin air.

With failures arriving, the Decepticons stopped and all snarled in frustration.

"Great. Now when Megatron comes to, he's not going to be happy." A Decepticon spoke.

"Don't be ridiculous Thundercracker. We may have lost them, but we will find them again." Starscream replied.

"Yes, but what if they run into... you-know-who?"

"Skywarp, honestly!" Starscream waved his hands. "Do you honestly expect me to believe that Optimus Prime's team is here on Earth, and those girls are going to go run into them? That's absurd on the face of it."

Starscream held his finger to the side of his head and spoke.

"Strika. Bring the Nemesis down and pick us up. I'm afraid Megatron is going to need a bit of medical attention, and we've got Cybertronians to hunt..."

Meet the Autobots

The girls all fell flat on their faces as they made it through the other side of the portal, and some of them even landed on top of one another. And it was at this point that Fluttershy and Pinkie Pie were waking up from their knock outs.

Once the portal closed up, each of them began to stand back up and dust themselves off. But as they took in a look in their environment, they noticed something was off. The land around them that was underneath a bridge wasn't there anymore. In fact, all they were standing in was a bunch of orange sand. And around them all they could see were some rocks, small plants, and a bunch of cacti.

"W-Wait... where did we go!?" Rainbow screamed.

"We can't be out in this dreadful place! What if we're on the other side of the world, what if we never return home again?" Rarity cried.

"Girls!" Sunset interrupted.

All six of them listened to Sunset like a flick of a switch.

"Look, I don't know where we are, but I can safely say we appear to be far from whoever those Decepticons were. The feeling I have about them isn't a friendly one, and I'm pretty sure there's a bigger reason for why they're here. And it had to be something with that... cube, thing."

"Allspark." Fluttershy quietly interrupted.

"Allspark, right. Look, we're now far from the Decepticons which means we should be safe for now. I think it's best if we start walking, and we might find a place for us to camp out until we can get some answers." Sunset spoke.

So, with no other choice, the girls began to walk. Well almost all of them. Pinkie Pie was getting a hand from Rarity and Applejack, while Rainbow Dash helped up Fluttershy. Thankfully the girls were in possession of a weapon still, and so Twilight clutched the gun in her hand tightly as they walked forward.

"What kind of place could we have possibly fallen into?" Rarity asked.

Sunset gestured them all to stop, and she pointed to a sign that was right in front of a small drive-in theater that looked rustic and abandoned.

"Las Vegas Drive In." Sunset read. "We're... we're in Nevada!"

"Vegas baby!" Pinkie squeed.

"Well... what do we do now?" Twilight asked.

"We should stay here for the time being. We can rest for a moment."

The girls nodded and kept on moving, slowly walking into the dusty, sandy, movie lot. Thankfully, not a sight of humans were around, so they had the whole place to themselves.

"Sunset, what are we going to do? I'm not sure about you, but these wounds look incredibly fatal. We have to find a hospital for them!"

"And just how can we do that? We're giant robots, and we almost died. Do you seriously think people are going to be okay with us hanging around here?" Rainbow asked.

"I agree with you on that Rainbow, but we still need to help them. We need to find someone who can repair them. Somehow..."

Twilight during all of this was staring off into the barren wastelands. The dry hot sand laying about, the few bushels of plant-life swaying in the wind. Everything just looked completely dead, and that was pretty close to how she felt. Alone, dead inside, with little to no hopes as the dust continued to blow.

But her sadness was only shortcoming for what she could see in the distance. Just off in the sands, a large dust cloud could be seen by what was once her eyes. In her own eyes, a scanning vision began to flicker on, and traces went all around on the object that was driving straight towards her. Her vision cleared up more, and she started to make out some details. A red paint job accompanied by chrome rims, attached with a big trailer for long hauls.

"Uh... girls?" Twilight called back.

"Twilight, darling what's wrong?" Rarity asked, limping.

"I don't know how to say this but, we're not alone out here. And I'm not sure what's going on with my eyes, but I could swear I saw nobody driving that truck."

Everyone turned around and watched as the truck moved closer to where they stood.

"Anyone know what to do?" Rainbow asked.

"I don't know about, but I'm not lettin' any more of my friends get hurt by those Cons. If that thing steps closer, I'm gonna be given it a smashin."

Applejack's fists slammed together and she stood ready for a fight.

The big rig drove straight into the drive thru, and then it came to a halt when it took in notice of the five girls in front of them.

"Alright Decepticon, I don't know who you are, but you better back off right now!" Applejack said, slamming her fists.

The truck did not respond. Nor talk, nor make another movement. Taking her chance, Sunset slowly moved around and looked at the side of the trailer. Branded on the trailer was another symbol, but this one didn't look like the symbol the Decepticons wore. This one was red and it wasn't as triangular as the other logo.

"Girls? I don't think this thing is a Decepticon."

Sunset backed away from it, and so did the girls.

"But if that thing's not a Decepticon then that's--"

"Autobot." Sunset nodded. "It has to be an Autobot. I know Earth technology isn't advanced enough to have self-driving vehicles."

She looked at the truck. "Okay. If you're not a Decepticon as your logo shows, transform."

The truck hissed and wheezed, followed by whirs and clicks. Slowly, the truck itself began to change shape while the trailer pulled itself away, slowly backing up. The back of the truck transformed into a pair of blue legs, accompanied by white ankles. The top red parts began to change as well. Two red arms with blue hands extended out from the sides, each of them revealing only what they could assume were Autobot logos on the shoulders. The last piece to reveal was a head that flipped out from the top of the cabin, revealing a blue head with horns, baby blue optics, and a gray mask.

Sunset gulped. Looking at the Autobot, he was bigger than her own self. In fact, he was about the size as Megatron compared to her.

"Okay... this may have been a bad idea."

The mask on the robot removed itself revealing a mouth which offered a friendly smile. The smile was then followed by an ancient, but friendly voice.

"Easy friend. I am not here to harm any of you. I'm only glad to see you all are okay."

The girls blinked. "What!?"

"What on ever do you mean?" Rarity asked.

"I found your signals over in the vicinity of what the humans call Canterlot. There were too many Decepticons, so I opened a Groundbridge to bridge you all here in Nevada."

Sunset moved forward with carefulness.

"W-Who are you, exactly?"

"My name is Optimus Prime, leader of the Autobots. May I ask who you girls are?"

Sunset gulped. "Well, uh, I'm Sunset. This is Twilight,"

"Hi." Twilight nervously smiled.

"Rarity."

"Pleasant to make your acquaintance darling."

"Applejack."

"Howdy."

"Rainbow Dash." Sunset continued.

"Yeah, uh, hey," Rainbow said, not even looking.

"And over there is Pinkie Pie and Fluttershy who are... still unconscious."

Optimus took notice of the two girls that were not online like the others.

"They need medical attention." Optimus spoke.

"Yeah, but... hold on a second." Sunset paused before moving right into Optimus's face, or as much as she could. "Before we do anything else, why did you bridge us all the way here? Why did you help us?"

"Megatron and his forces were threatening to harm you. I couldn't let any of you suffer his wrath."

"So... you don't want us dead?" Sunset asked.

Optimus shook his head.

Sunset slowly started to give a more friendly smile. This Autobot could be helpful after all. He was approaching them nicely with a sense of carefulness and calmness, and he was the exact opposite of the Decepticons. Maybe he could help them.

"Well, great! That's, that's a relief actually. Sorry about the hostilities. I wasn't sure if you could be trusted."

"There is no need to apologize. But we do need to help your friends." Optimus replied, before raising his hand up to his ear. "Ratchet. Open a Groundbridge, and prepare your medical bay. There are Cybertronians who need medical attention."

Sunset's eyes widened. "Wait, we didn't say yes to anything!"

"If we stay out here, the Decepticons will no doubt find our tracking mechanisms. We need to move you all to a safer location."

"But we don't know what's going on!" Twilight whined.

"We will explain everything to you girls. But we must leave now."

Just like before, a green portal appeared behind him, opening the entrance back to where he originated from. Then, slowly, one by one, everyone began to depart and leave together...

The girls all walked through the Groundbridge portal, along with Optimus Prime. Applejack and Rainbow Dash were holding Fluttershy and Pinkie Pie who were still unconscious in their arms. The inside of the base they walked in was almost carrying the same feeling like the desert. The inside they were standing in was bright orange, with metallic paneling everywhere. And behind them was an open entrance leading to the outside desert.

"Whoa... where are we?" Sunset asked.

"We are inside our base; The Ark." Optimus replied.

The girls awed in marvel of the shiny base. Everything inside was like they were in the future. And they were loving it.

"Darling, this base is absolutely marvelous." Rarity gasped. "I feel like we're inside one of those science fiction programs..."

"Say, uh, do you have a medical bay we can put these two in, or..." Applejack asked.

"I believe we can help with that." A new voice spoke up.

The group looked to two of the Bots that had approached them. Both of them were different looking from Optimus. The first one was mostly colored in white, with a blue pane glass cockpit on his chest, and red cross logos on his arms. The other standing next to him was a little shorter, with a gray mask covering his face, a few racing stripes on his chest, gray fins sticking out his back, a small rocket launcher mounted on his shoulder, and racing stripes streaked down his legs.

"Optimus, who on Earth are these girls?" The first Autobot asked.

"Easy Ratchet. They were pursued by the Decepticons. Girls, this is Ratchet, our field medic, and Wheeljack, our leading inventor." Optimus introduced.

"Hi." Twilight said.

"Nice to meet you girls. So, you had head on collision with the Decepticons huh?" Wheeljack asked.

"Mmmhmm." Twilight nodded.

"Sorry to hear that kid. Don't worry, you'll be safe with us."

"Actually, before we say anything else, is any one of you a doctor? I'm afraid Fluttershy and Pinkie Pie need medical attention." Twilight asked.

"I think I can handle it. Just follow me, and I will get straight to work on them." Ratchet gestured.

"Come on, we better get them inside." Applejack nodded, leading them away.

With five of the girls gone, it just left Twilight and Sunset to talk to Optimus and Wheeljack.

"So... will you kindly explain to us who are you guys, and what is going on?" Sunset asked.

"I think the bigger question is, why are you asking that? You're Cybertronians aren't you? You should know this stuff off the top of your head." Wheeljack said.

Sunset and Twilight blinked. Twilight was chuckling nervously and Sunset rubbed the back of her head.

"Yeah, um... about that.... see, we're uh..." Twilight stammered.

"Its a bit hard to explain, we're... we're not Cybertronians."

Both Optimus and Wheeljack were staring at them with confusion.

"I'm sorry, what?" Wheeljack said, breaking the silence.

"We're not Cybertronians, if that's who you guys are. We're uh... humans."

"You're pulling our legs, aren't you? Tell me you're pulling our legs."

Sunset shook her head. "No, we're not. Don't believe us, well... wait a minute." A light flickered in her head. "Does your base have any scanning technology to see our insides? I think there might be a little something that's off."

"Uh... sure. Teletraan-1. See if you can run a scan on these two girls. Check their inner workings."

A holographic scanning laser began to run up and down on Sunset and Twilight, checking them. It ran for about ten seconds, and then stopped.

"The girls are correct. There is an unidentifiable energy source, currently dwelling in their circuitry. But there are hints of organic life within."

A skeletal structure of their bodies were projected on the screen, showing their insides. And on each of the girls, a glowing auras were shown, highlighting their skeletons.

"By the Primes..." Optimus gasped.

"So, they're not Cybertronians..."

"That's exactly what we've been trying to say!" Twilight waved her arms around.

"Well, if you aren't Cybertronians, then how exactly are you standing here as robots?" Wheeljack asked.

"Uh... that's a little hard to explain. And its all my fault." Twilight shamefully hung her head. "I'm... I'm sorry. Its my fault we're like this. I found this cube that crash-landed here on Earth, and I brought it with me over to our school's lab to study it. I found out it was something called the Allspark, but when we touched it, it turned us all into Cybertronians. But... the Allspark... it was destroyed. It decayed when it hit us. And its my fault for even finding it in the first place" Twilight cooed. She looked down in shame with tears in her eyes. She had never felt this horrible or guilty ever since the Friendship Games incident.

She waited for one of them to yell or say something angry. She could assume the relic was something quite worthy to the Autobots. The only one in shock was Wheeljack who's eyes could have jumped right out of his own sockets. Twilight was instead met with the feeling of a hand under her chin, raising her head up to look at one of them. Optimus had raised her head up and looked her in the eye.

"Its not your fault Twilight. We'll try and do everything we can to restore you all back to normal. And at least with the Allspark destroyed, Megatron won't be able to get his hands on it." Optimus said in a warm voice.

Twilight just looked away, still feeling remorse and shame.

"Well, that's the other thing Optimus. We don't know if we can even turn back into humans. Something that cube did to us combined with our magic, and that's the only reason I can think of for us turning into humans." Sunset said.

"Magic? What magic do you mean?" Optimus asked.

"Oh, right. You don't know. This should be an interesting story..." Sunset groaned. "Long story short, I come from a parallel dimension where equines reign supreme, and one of those species possesses magical powers that can be taught through spells. I am actually a unicorn from that dimension and I escaped here to this world with my new friends and family to understand the magic of friendship some more, and keep our eyes out for any signs of runaway magic that's on the loose. That unidentified material within us? That's our Equestrian Magic."

Wheeljack blinked.

"Geez, and I thought I was nuts."

"We may not be to figure out how it turned you into Cybertronians, but we will try to figure out a way to turn you back into your normal states." Optimus said.

Sunset gave a weak smile. It was nice that they were going to get some help. Even if it was from beings they never met before.

"Now, if you don't mind my asking, why are you here? Why were those... Decepticons after the Allspark to begin with? And why were you all fighting?" Sunset asked.

"We're here to protect your home planet, from the same fate that endured Cybertron." Optimus replied.

"But, whatever happened to your own home?" Twilight asked.

"That is another story. Long ago, we all lived on Cybertron in peace. Cybertron used be the most advanced planet in the known universe, until Megatron came to power. Someone who I once called a brother, became corrupted by darkness and power. He rose up with his army, the Decepticons. All of them had one goal in mind, total world domination, to conquer Cybertron with extreme prejudice and tyranny."

The girls looked at each other with worry. They were too afraid to ask how this story continued.

"As our war went on to consume our planet, Cybertron's Energon supply began to decay--"

"What's Energon?" Sunset asked.

"Energon's the lifeblood that flows in all Cybertronians. Both Autobots and Decepticons alike." Optimus answered. "But with the relentless war, it quickly became the only material worth fighting for. With our planet dying, and our supply of Energon quickly depleting, and Megatron's forces out seeking new forms of energy, I led as many Autobots as I could to try and locate a new source of energy. We followed Megatron to this planet, but unfortunately we crash-landed. And we're now stranded here with no way to return to Cybertron. But the Decepticons eventually made their return, and that's when our war was brought over to your planet." Optimus finished.

The girls couldn't believe it. An endless war had turned their entire world into nothing but a wasteland, and now it was brought over to them.

"But, if you were all still fighting the war, how come no one's ever reported or seen anything of you guys?" Sunset asked.

"We exposed ourselves in the past, back in the 1980s when we first arrived. But I quickly came to regret that decision, as we were soon pursued by your planets government who assumed we were automatically the threat. Ever since, we've been keeping ourselves hidden, avoiding all human contact since. We hadn't received any reports of Decepticon progress... until now. " Optimus began.

"If any human had found out we've been fighting on their own planet today, well, lets just say things would get complicated really quickly." Wheeljack said.

Twilight and Sunset shared glances with one another. Rarity who was still functioning, listened from the open doorway.

"But wait, if the Decepticons followed you here, why is it now that they came out of hiding?" Twilght asked.

"We intercepted a Decepticon transmission reporting they were attempting to steal the Allspark. Alas, we tried to intercept to where it was held, but we did not find them."

"And then that's when we found it." Twilight said.

"Oh, and speaking of which..." Rarity interrupted. She held the small cart she grabbed on the run, and revealed the Autobots some of the fragments of the Allspark. "I tried to grab most of what I could, this was the best that I could do."

Wheeljack looked a little closer at the fragments and held one in his hand examining it. "It seems we have some much needed good news after all."

"Thank you for grabbing what you could salvage, Miss Rarity." Optimus complimented.

Rarity couldn't help but smile at Optimus's reply. But then Sunset remembered something.

"Uh, sir. If its not too much to ask, we can't really go home in our current states. Our friends and family would probably freak out and send us off to a lab to be experimented on. And from what you told us, it kind of sounds like you need help. I don't suppose we can stay with you guys to help fight? At least, for a little while?" Sunset asked.

"Optimus, don't you think we have enough Autobots here already?" Ratchet said, looking out from the medical bay.

"Ratchet come on, we're stranded on this planet with an army of Decepticons. We haven't gotten out into the field in years, and now that the Decepticons are out, we need to get back out there." Wheeljack said. "Besides, what's seven more?"

"I second your opinion Wheeljack. The Decepticon numbers have increased since the last time we met them, and we could use some more allies." Optimus looked back at Sunset and the other girls. "We accept your help my friend. And we'll help you adjust to your life forms in anyway possible."

Sunset gave a friendly smile to both Autobots and Twilight. So not only are they gonna get some help from their new friends, but it looked as if they were going to be saving the world once again. Hopefully this time they would succeed just like they had before...

"Well, great!" Sunset's hands clapped. "So... where do we begin?"

"I believe a tour of the base, and an introduction to the rest of our team is an excellent start."

"I agree. I cannot wait to meet the rest of these Autobots." Rarity smiled. "So, where are they?"

"Right behind you, tall and dazzling. And may I say, if I can wax up that finish, you will look very picturesque.." A suave voice spoke from behind.

The standing girls all moved close and they looked down into the halls. They could hear the very loud footsteps all walking together. And the noises were only getting louder and louder with each step. And in the dark, they could see many, many, MANY robots walking down that hall and approaching the entrance. But there were six robots that the girls could easily point out.

The first six were grouped together with friendly smiles, well most of them, and they were giving a welcoming demeanor. Much more welcome then the Decepticons.

"Oh my... that's a lot of Autobots." Rarity said.

"Trust me my dear... these are only a few you are looking at." The red Autobot spoke with a sly grin. And behind him, many more came to approach them, ready to give their welcomes.

Let The Transformations Begin

Author's Note

New chapter is done! Hope you guys love it!

Let The Transformations Begin

Back at the Autobot base, the unconscious girls finally woke up and got a full explanation for how they ended up in their current state. Sunset and Twilight explained the war, the death of Cybertron, and how their war was quickly brought back over to Earth. But it was still hard for them to process the information.

"I can't believe they still have been keeping up all of the fighting." Fluttershy said.

"Believe me, neither can I. I can't imagine Equestria ending up with the same fate as what happened to their planet." Sunset replied.

The girls nodded in agreement.

"Well, what are we doing in the meantime?" Applejack asked.

"I talked with Optimus, he said we're allow to roam the base and meet some of the other Autobots. Just be careful and try not to bother anyone while they're working." Sunset said.

"You'll be able to figure out how we can get back to normal.... right?" Twilight asked.

Sunset froze for a moment, not looking at her friends. She actually had no idea how to return them all to normal. This was a condition that she had never thought would occur to them while they had Equestrian Magic. Not once. However, she knew she had to find a solution to restore them back to normal.

"I know I can. I'm gonna go talk with Optimus, see about using their super computer. I could get some ideas. I'll need some time to think." Sunset finished before she walked off, face expressing a major amount of worry to go talk to Optimus Prime.

Fluttershy slowly eased herself back onto her feet, now with her missing foot replaced with a new limb. She was a little wobbly when she walked, but she was at least moving again.

"Are you gonna be okay to walk?" Applejack asked.

"I'll be fine Applejack." Fluttershy smiled.

So without anything else to bring up or mention, the girls all walked together down one of the halls, while several Transformers walked on past them. There were so many of them it was hard to count. And down the hall was a small group, consisting of four Autobots.

"Oh, uh... hi." Rainbow awkwardly said. "Um... who are you guys?"

"Sorry for startlin' ya girls. We wanted to give you a tour of the base, Prime's orders."

"... Ooookkkaaay?" Rainbow hesitantly said.

The bulky Autobot chuckled. "Allow us to introduce ourselves. My name is Ironhide, Optimus's second-in-command and weapon specialist."

Applejack raised a hand up and shook hands with the soldier.

"Nice to meet ya Ironhide. I'm Applejack." Applejack replied.

Ironhide gave a friendly smile. "So, girls. Since you're new here, why don't we give ya'll a tour of our headquarters. I bet--"

"OH SWEET SOLUS!" A voice interrupted, making all of them jump.

The Autobot that spoke up had a shiny finish, with splendid red paint, and crimson optics.

"Dear heavens, what has happened to you?" The Autobot pointed at Rarity's scratches and fades in paint.

"Oh, uh, all of this? I'm afraid those dreadful Decepticons scratched me." Rarity whined.

"And Fluttershy lost a foot. I don't think your... paint job is that much to worry about."

"Oh nonesense. One must look their best, after all. Darling, perhaps I can provide some maintenance and a touch of new paint?"

Rarity blinked. "Oh! That'd... that'd be quite lovely, actually. What's your name?"

"My name, is Knockout. Pleasure to make your acquaintance." Knockout took Rarity's hand, and the two walked away from the group, leaving the eight people behind.

"Oooookkkay then." That voice belonged to an Autobot named Sideswipe, he had a black helm, a rocket launcher on his shoulder, and red, black, and white body paint. "Getting back to the point, how about showing our newbies our racetrack? Maybe get some early racing practice in?"

"No way, you've got a racetrack?" Rainbow asked.

"You bet!"

Rainbow grinned. "Mind if we go down there?"

"Not at all. Come on, lets go! Last one there's a fried superchip!"

Rainbow Dash ran off with Sideswipe, giving chase. Now it was just six people remaining.

"Um... so, are we just going to go alone?" Fluttershy asked.

"I'm gonna go looking!" Pinkie said before vanishing off in a cloud of dust.

Pinkie slowly stomped around, looking to see what the base had in store. She was quite impressed with how much there was to see in the whole place.

But soon she stopped to hear the sound of... music?

She walked back and looked to see what looked like a disco-party room, and there was rock and roll music playing which grabbed her attention. She walked inside the room and found an Autobot dancing to the rock and roll music. He had visor like eyes, racing stripes, and he looked as if he could transform into a race car.

"Ooh, I love the music!" Pinkie shouted over the tune, grabbing his attention. The Autobot then stopped the music so he could hear her.

"Who are you? Wait, are you one of those new Cybertronian girls?" he asked.

"Yep that's me. I'm Pinkie Pie! Who are you?" Pinkie smiled.

"Name's Jazz. Pleasure to meet you Pinkie." Jazz said as he shook hands with Pinkie. "So, wait, did you say you liked my music?"

"Yep!"

"Well now I'm surprised. Most of the bots round here don't really admire my kind of music." Jazz said.

"I do! In fact, me and friends are part of this super awesome amazing band!" Pinkie squeed.

"I don't suppose you can share one of those tunes, can you?" Jazz asked.

"I love to!" Pinkie smiled. "Where do I need to go to activate it?"

"No need to young lady. Just tell me the tune and I'll find it." A new voice called out.

Pinkie turned her head to the right and was met with another robot. This one was mostly colored red, his chest was gold colored, and he had speakers near the bottom of his legs.

"This is Blaster blastin at ya, and I can find the best tunes around. I must say its a pleasure to make your acquaintance. Special thanks for the great artists and songs you humans have out there."

"Aw, its no worry at all. Wait, you guys like music?"

Jazz grinned. "You bet. We had great music back on Cybertron. And we love the music you Earth cats play."

Pinkie squeed. "Me too!"

"How about a little dance game?" Blaster asked. "Jazz and I have played this game for a while, and we've been lookin for new competition."

"Oooh, cool! I'm in!"

Over on Rarity's end, she was getting refurbished and repaired with the help of Knockout. Only the sound of power tools could be heard from the medical bay.

Knockout finished fixing the last repair and allowed Rarity to get back up.

"I appreciate the repairs Knockout. You're quite the handyman." Rarity complimented.

"The only handyman around here is Wheeljack. I'm just a simple doctor." Knockout replied keeping his friendly composure.

"Oh don't be so modest. You're wonderful at what you do. I'm sure of it." Rarity cooed.

"Well, it all depends. Still hard to try and work when there are still bots giving you grief over some of your actions." Knockout replied in a somber tone. Rarity didn't like the sound of that.

"What do you mean by that?"

Knockout just shook his head. "I'm sure you don't want to hear it my dear."

"Knockout, whatever might have happened before, I'm sure its not affecting you now." Rarity said placing a hand on the side door on his arm.

Knockout just looked back at Rarity and sighed. "Very well. I suppose it won't be long before any of the other Autobots say anything." He began to explain his story as he continuously examine several tools and objects on the work bench. Rarity then moved a little closer so she could hear him better.

"Back in the war on Cybertron, I was actually the medic in the battlefield for Lord Megatron. But back then, I didn't really care for the personal lives of some of the fellow Autobots." Knockout began.

Rarity's jaw dropped. She couldn't believe this.

"However, during one of our battles, the Autobots had defeated the Decepticons once again. I quickly began to realize that the Autobots always won every single battle we engaged in. It became clear to me that they were the winning team. So I decided to leave the Decepticons by my own means."

"I bet the Autobots were shocked to see a Decepticon betraying their own kind?" Rarity asked.

"Yes indeed. Optimus was a little hesitant at first, but soon I gained his respect, and I began to earn some of the respect of the other Autobots. Slowly, but surely."

Rarity gave a quizzical look to Knockout. "So, you were only joining because you only cared about being with the wining team?"

"That's correct my dear Rarity. However as time went on, I saw how right the Autobots were about what they were fighting for. They wanted peace and freedom for all life beings. For all Cybertronians, including my own self. I had finally realized the true meaning of oppression, and I had lost my own taste for inflicting it. And from that moment in time, I devoted myself to helping the Autobot cause. No matter if we win, or lose."

Rarity couldn't help but smile. "At least you're a better bot now."

Knockout nodded. "And its nice to be appreciated for the efforts I put into helping the team. And it does help more to have another doctor around to make sure the bots are in peak condition."

"Well, its quite generous of you darling." Rarity cooed.

"Well thank you Rarity." Knockout replied. But as he turned around to his work table, he stopped for a moment and turned back around to look at Rarity once again. "You know, I don't think the name Rarity quite fits your current state. At least, in your Cybertronian mode. I think you should get a new name. Something that speaks of your fine look and beauty."

"Oh, uh, well do you have any suggestions?" Rarity asked.

"Unfortunately no. I'm not good with names. But I suppose we can put them on hold for the time being, for there's a more important matter to being a Cybertronian."

"And what's that?"

"A vehicle mode." Knockout said. "All Cybertronians have a form that they transform into that makes the ability to travel and defend one another work a lot better. Which leads to my next question, what kind of vehicle mode do you prefer? Flight, or on the ground?"

Rarity scratched her chin pondering the idea, and then snapped her fingers. "I must stay on the ground. There's not a single chance I'm going up in the air."

"Well I guess this leads to my other question. What vehicle form do you prefer?"

Rarity paused for a moment. She had no idea what to decide. "Perhaps we should go look for some, shall we?" Rarity smiled.

On another end, Sunset was now standing with Optimus Prime, in deep conversation regarding their recent attacks. Sunset did however have an understanding of why suddenly they appeared since Twilight and the girls got ahold of the Allspark.

"I don't know why they would attack you or your friends, but Decepticons will attack anyone who's not on their side. Especially since you seven are one of the few people who have ever seen us." Optimus said.

Sunset gave a worried look and then looked back to the monitor they were looking at. But then Sunset remembered something.

"Hey, uh, Optimus. Can I ask you something?" Sunset asked.

"Sure." Optimus replied turning his head to Sunset.

"Is... Is it ever stressful leading when everyone is dependent on you to come up with a plan?" Sunset asked.

Optimus was silent for a moment. Sunset began to become worried about asking him that question, unsure if it was too sensitive to ask about.

"I can understand how it feels to believe everything is dependent on you. However, you are never alone. You have your friends by your side, and I'm sure they understand how you feel about not knowing what to do. But I know that you and your friends have been able to make it in the past based on some of the stories you told us regarding the magic." Optimus replied with a warm voice.

Sunset couldn't help but give somewhat of a weak smile. But the stress of trying to come up with an answer was still clouding her judgement. However after a moment she realized something she forgot about. She and her friends scanned a few Decepticons, but she still had no idea what she had actually done.

"Optimus, there's something else I need to bring up. I understand you all have been fighting in a war for a long time, but are you sure we can help? Because after you told me that your planet died in battle... I'm not sure if we'll be just as helpful."

Optimus looked back at Sunset. "I do. I see you girls value to the life of your planet, and we will not allow it to fall into Decepticon hands. But given your limited field experience, further training is required before you are battle ready."

"But Optimus, we fought evil before. We took on Sirens, we--"

"Decepticons are not the same like the magic infestations you describe. Furthermore; on this planet, we Autobots and Guardian Gobots operate as robots in disguise. If you girls are to join the field, you all need training before you are ready for battle, and an Earth based vehicle mode." Optimus finished.

"In order to keep a low profile," An Autobot spoke from the side. "If that's even possible for you, newbie."

"If it means blending in and helping you, I'm ready and willing. But, how exactly do we choose a vehicle?" Sunset asked.

Optimus then pressed a button, which opened up a hatch revealing a drone flying out of it.

"Operating from here, we can find you a proper vehicle mode."

Sunset's eyes widened and a big smile formed on her face. "Vehicle mode, huh? Lets just see what I can work with..."

Sunset looked at the drone which flew out of the base in a flash and then turned her eyes back on the screen. She could now see what the drone was looking at. Taking control of the joystick, she flew above the town searching for what vehicles were available for her to scan.

Somewhere else in the base, Ironhide was unloading some heavy material over to the lab with the aid of Applejack.

"Just load them over Ironhide. I need those supplies in good condition."

"I'm doing the best I can Wheeljack. What do you even have in here?" Applejack wheezed trying to hold it all together, finally dropping the box.

"Parts for some new weapons for the new girls." Ironhide replied.

"Since we don't know what abilities you girls have yet, we figured we'd make weapons to help you out in the meantime." Wheeljack replied. "In fact, we even might have found a vehicle form for you. That is if you want to see it."

"I'd love to." Applejack replied.

Iron pulled off a sheet of something big covered underneath it. And once it was unveiled, Applejack was very impressed.

"Well I'll be. This is perfect. Just exactly my style. Now how exactly do I scan it?" Applejack asked.

"Easy, just hit the button on the side of your head, and you'll be able to scan it." Ironhide replied.

"Okay... here goes nothing." Applejack's eyes illuminated a green glow and a grid like scanning vision went up and down on the old truck, and in a zap she was suddenly in vehicle mode. She was so surprised she almost swerved backwards into more boxes of supplies, making Wheeljack concerned.

The truck Applejack was an orange, beat up old truck from the 1940s.

"Whoa! I'm... I'm a truck. Uh, how exactly do I transform back?" Applejack asked sounding concerned.

"Use your mind to do that. You need to focus your mind into changing back into your biped state, and you will turned back into robot mode."

"Okay... if you say so." Applejack hesitantly replied.

And so a sound of clanking, whirring, and gears grinding could be heard from inside the room. Arms folded out, legs were emerging, and a head popped out from the hood of the car. Finally, Applejack had got her vehicle mode.

"How do I look?"

Ironhide's eyes widened a bit, and a bit of a blush could be seen. "Uh, you, uh, you look mighty fine."

"Now, lets see about weaponry." Applejack smiled.

Later, Sunset had finally picked all of her vehicle forms and was meeting Optimus over to another part of the base to try and learn how to transform into them, allowing some of the others to take a turn in picking their vehicle forms. For the most part, they made some easy decisions and knew right away what they wanted. Well... most of them.

Rainbow groaned while using the control pad at the computer. She couldn't make up her mind in picking a vehicle form, and there were only two options she broke down to.

"I'll choose... the fighter jet. No, the race car! Jet. Car. Jet. Car. Jet! Car! Jet! Car! Jet! Car!" Rainbow slammed her head against the control panel. What could she pick?

Suddenly, the clanking of feet were heard which grabbed her attention.

"Why not scan both of them?" Sideswipe asked.

"... I'm sorry, what?" Rainbow raised a brow.

"Take two forms. It could come in handy, and it wouldn't hurt to have another multi-changer with us. We've already got Sandstorm and... hey Sandstorm, show her what I mean."

The Autobot began transforming, and soon he became an orange helicopter with blades that could cut through steel. And without warning, he transformed into another vehicle mode, this time a dune buggy with an open rollbar near the top, and a spoiler on the back.

"So I say, why not pick two vehicle modes?" Sideswipe asked.

Rainbow smiled at the idea and then she pressed the button to choose. She made her decision and was ready to roll with it.

A laser emitted from the side of the panel, opening another hatch and made a laser grid down Rainbow's body, allowing her to transform into a bright blue racecar with her cutie mark on the doors, and racing stripes on the hood stretching all the way to the spoiler on the back.

She then figured out the technique on transforming and then revealed herself now with her vehicles forged into her new body.

"I like it."

Optimus and some of the other Autobots were soon called over by Sunset to come over and see the girls were all together.

"I believe we've all got our vehicle modes down." Sunset said. "We've all used the drone, and we've all picked our vehicle modes."

"Well then lets see them. Autobots, transform." Optimus ordered.

And with that, each one of them began transforming into different vehicle modes that they all picked.

"Pinkie!" Sunset called out.

Pinkie had transformed herself into a pink military assault vehicle, with 2 wheels, and a set of treads on the back. There were cannons and weapons mounted on the top for her to fire at the enemy, a blue tinted glass on the front window, and on the main turret in the middle, there lied an Autobot emblem, but it also had party streamers and confetti surrounding it, and a balloon string attached to the bottom of it.

"Fluttershy!"

Fluttershy transformed herself a dual bladed helicopter. It was mostly colored yellow, with a pink colored cockpit hull, and blue glass. And on both of the side paneling, there was a picture of three pink butterflies, but instead of spots on them, there were tiny red Autobot symbols on them.

"Applejack!"

Applejack transformed back into the rusted old truck mode she had scanned previous. Only when she was in vehicle mode, it wasn't rusty looking. It was refurbished, like if it was completely brand new. It was mostly colored orange, it had green tinted windows, and on each side door there was a picture of three apples, but they had Autobot symbols in the middle of them.

"Rarity!"

Rarity transformed herself into a modern sports style car. It was mostly colored white, with tinted blue windows, and it had a hood ornament on the back, just above the license plate there was a tiny picture of three blue diamonds, with a blue Autobot symbol in the center of each of them. Its finish practically sparkled in their eyes.

"Am I the only one thinks she kind of looks a little like Stinger with that car mode?" The Autobot named Bumblebee asked to Knockout, who just gave a shrug.

"Rainbow Dash!"

Rainbow Dash transformed into an old form of aircraft, the same jet type that Starscream and the Seekers had. Only hers was colored differently. She had magenta tinted glass, blue paint all over, the back rudders were colored in rainbow colors, and on the wings there was an Autobot symbol, but with Rainbow's cutie mark lightning bolt streaming down from it. She then transformed again now in a mode of a race car vehicle. It had stripes going across on the right all in cyan, red, and yellow, a magenta tinted front glass window, and on the spoiler there was her same Autobot/cutie mark.

"Twilight!"

Twilight transformed into a tornado chasing van. There was several amount of scientific equipment on the back, like radio technology, supply boxes, and a satellite sticking out from near the back end. A purple siren was mounted on the driver rooftop, and it was mostly colored in dark purple. And on the doors, there was a sparkle in the middle, with five tiny Autobot symbols surrounding it.

"And for myself...."

Once again, Sunset transformed into her alternate form; a sleek, orange, red, and yellow hot rod, with a big engine in the middle, flaming tailpipes sticking out the back, and turquoise tinted windows.

"Optimus Prime... I humbly introduce to all of you..."

All 7 of them transformed into their robot modes to stand together strong, proud, and beaming with pride.

"The Ponybots!"

Plan/Training

The Decepticons were busy discussing their current issues regarding what they had encountered.

"What do you mean, they got away!?" Megatron yelled.

"That's exactly what I'm saying, Megatron. The girls escaped through a Groundbridge, and they're out of our scanners. I think those Autobots have found them.." Starscream grumbled.

Megatron pursed his lips and thought for a moment. This did seem most interesting news indeed...

"No matter. We can still call in other forces from Cybertron." Megatron replied.

Starscream and some of the other Seekers gave quizzical looks. What exactly did he have planned in mind?

"Not to question your command, Lord Megatron", Thundercracker began, "But how exactly are we gonna stop them? They defeated us every time. What makes you think we'll stop them again?"

Megatron looked to a questioning Thundercracker who regretted asking that question. "A fair question Thundercracker. However, I do have someone who has been keeping close tabs on them. Counterpunch?"

A new face displayed on one of the monitors of their cruiser. On screen was a blue colored Decepticon with a red visor eyes and mask.

"Yes Lord Megatron?"

"Counterpunch, What is our enemy currently working on?" Megatron asked.

"They're training the new Cybertronians, or as they've called themselves... Ponybots."

"What a repulsive name." Skywarp muttered.

"Agreed. But do you know anything about them? Any weaknesses we can use against them?" Megatron asked.

Counterpunch nodded. Images began displaying on the screen while he spoke overhead of them. All of them were blueprint like images. The first one that loaded up was a profile reading of Twilight.

"This one, as well as another one I'm sure you will be most interested in. The rest are common bots." Counterpunch began. "Name: Twilight. Class: Unknown. But she seems to have more energy than all of the other girls combined. Something that could be of high use to us, wouldn't you agree, oh mighty Megatron?"

Megatron scratched his chin and gave a grin. "Impressive observation Counterpunch. But what about threats? Does she pose any threat to us?"

Counterpunch shook his head no. "Her and the others don't pose any threats. However, the readings I picked up one of them raise a high threat...."

The images changed to Sunset Shimmer, which Megatron sneered.

"She's the one who defeated me. Who is she?"

"Sunset Shimmer sir. And I'm afraid with the strange energy within her, her strength could be on par with Optimus Prime. "

Megatron's eyes widened. "Impossible..."

"I'm afraid not, Lord Megatron. However, I think she can be defeated much like all of the Autobots, simple, and fast. She and the girls have yet to learn how to fight." Counterpunch replied.

Megatron gave this a long thought. The plan he had in store had to be perfect. And now hearing the information about Twilight, just helped him even more. He turned around to face his fellow Decepticons who all stood awaiting further orders.

"Perfect... this might make our plan a little easier. Decepticons... the next time we go on a hunt for more Energon, if Twilight Sparkle ever shows up, we must abduct her. No killing, I want her back here alive and unharmed. Understood?"

All of the Decepticons standing before him saluted and stood straight. "Yes Lord Megatron!"

"Good... now get moving!"

Back with the Autobots, the 'Ponybots' now with their new vehicle modes now had to face their next challenge. Training with the Autobots. They may had figured out how to transform into the vehicles they picked, but they still needed to know how to work them.

In a open stretch of desert, Sunset was beginning practice with Optimus Prime.

Sunset's hands clapped together. "Alright, I'm ready to clock some miles in this bad boy. Lets do this!" Sunset said with excitement.

"Patience. Sunset, one of the things you must work on is when you roll and transform. Decepticons will often fire towards you from in the sky, and its important that you learn to move quick enough to counteract against them." Optimus said as he transformed and drove into his big rig form.

"But, how do I do that? I still am trying to control of the vehicle form I have in me." Sunset asked.

"Its easy. You control your actions. You choose to transform. Its all the matter of the mind." Optimus said.

Optimus demonstrated by quickly transforming into his robot mode and holding the gun in his hand. He turned back around to look at Sunset. She quickly transformed into her vehicle mode but she ended up tripping and fell flat on her chest and on her face, eating dirt along the way.

"I've got a lot of practice to do." Sunset groaned as she pulled herself off the ground.

"Practice makes perfect. You'll get the hang of it soon enough." Optimus said.

Sunset tilted her neck around, making a cracking sound trying to stretch. As she turned around she noticed the trailer Optimus had dragged with him, suddenly disappeared.

"Wait... where did that go?" Sunset eyes widened with a quizzical look.

"What do you even have in the back of that trailer?" Pinkie asked.

Sunset and Optimus turned around to see Pinkie and another Autobot in vehicle modes. They transformed and Sunset got a look at the other Autobot with her, one that Pinkie was chatting up, by the name of Warpath.

"I think she secretly stashed cookies in there!" Pinkie whispered over to the ear of the robot next to her.

"I wouldn't be surprised at all, blam! BAM!" he boomed.

Over in another part of the desert, Knockout, Ironhide, Applejack and Rarity were driving in their car modes, in an attempt to teach Rarity and Applejack to drive.

"Alright, if you're going to work with us, you must get the hang of learning to use wheels. And since you're a human, it shouldn't be too difficult. Wait... have you ever driven a car before?" Knockout asked.

"I have. I've had to make delivery runs several times before, and that requires me to drive." Applejack replied. "Although I still have to ask, why did you have to take on that form?"

"What ever do you mean Applejack?" Rarity asked.

"Well, that car that you picked is pretty easy to spot from miles away. Besides, Optimus's orders were to keep a low profile." Applejack replied.

"Applejack's right. We don't need to attract any unwanted attention from humans, or Decepticons." Ironhide stated.

"As bad as that scenario is, I find it quite lovely that Rarity here found an amazing car form." Knockout said as their tires roared on the road. "In fact, after a bit of thinking, I believe picking something that's quite pleasing to the eye may be beneficial to our cause."

"Oh, well thank for that." Rarity cooed.

Applejack just groaned. "I hope Fluttershy and Rainbow Dash are having better luck than we are."

Over on their end, the two of them were up in the air attempting to learn to deal with their own wings. Luckily another Autobot in form of an old war plane was up in the air with them trying to teach them how to use their wings.

"Alright, just be careful girls. You don't want to crash into the ground."

"Oh no, we're trying our best Powerglide... but, ooh... I never been up... this. High." Fluttershy shivered.

"Fluttershy, we'll be okay. Besides you've grown wings before, this isn't any different." Rainbow said.

Fluttershy wasn't so sure, but she knew she had to try. She couldn't let her friends down. "Okay, I can do this." Fluttershy said as she took breaths in and out to keep herself calm.

"Okay, as a start, just follow me, and try to follow in a straight path."

Powerglide soared through the air heading down towards a canyon, and Rainbow and Fluttershy followed after him. They couldn't catch up with his speed, but they were slowly learning how to deal with their jet forms.

"WHOO-HOO!!!!" Rainbow shouted she made several flips and spins in the canyon. "This is awesome!!!!!"

"Uh, Rainbow? You might want to pull up." Powerglide interrupted.

But Rainbow didn't hear a word he said, for she was too distracted by the thrill of flying as a jet. She didn't even notice that she was slowly going down and about to collide with the ground.

"Uh Rainbow? Rainbow pull up! You're gonna crash!" Powerglide shouted.

"Uh oh..." Fluttershy cooed.

"AHH!!!!!" Rainbow shouted as she was slowly going towards the ground. She tried pulling up, but the amount of force and gravity that was in the air was forcing her to the ground.

"Oh no, Tinkerbell's going down, pull up, pull up, Tinker no!!!" Powerglide shouted.

In a matter of seconds, she crashed right into the ground, digging into the ground.

Powerglide and Fluttershy slowly pulled down as well, but Fluttershy crashed as well. Not as hard, but she crashed nether less. Powerglide on the other hand made it down successfully, and then transformed into robot mode.

"We probably should work on that." Powerglide said.

"You think!?" Rainbow shouted. She quickly transformed out of jet mode back into her robot form, but was lying down on the ground looking scratched up and hurt like she would after playing an intense soccer match.

"I wonder how Twilight's holding up." Fluttershy whispered.

Over on Twilight's end, she was parked in her tornado vehicle mode, with a radar swaying from side to side, checking for radio frequencies with Wheeljack. A small computer monitor was hooked up to the side of the radar, and so Wheeljack stood on that end, all the while Twilight's radar kept spinning, looking for any signs of.. well, anything.

"Anything yet Wheeljack?" Twilight asked.

"Nothing yet Sparky. So far, nothing. Not a trace of Decepticons or Energon for miles." Wheeljack said.

"Wouldn't they be making an attack on us by now?" Twilight asked hesitantly.

"Not really. Our base shields us from detection. We haven't heard from them in years, so who knows what they might be thinking." Wheeljack said.

Soon the alarm went off on the radar, and some red dots were beginning to convey themselves in the radar screen. Wheeljack then moved a few switches and knobs and soon they were tuning into a signal.

"-- yeah. You sure about this? How is this going to work?"

"It'll work Scrapper. Just do as you're ordered." Megatron demanded.

"Yes Lord Megatron. Constructicons! Begin the excavation!" Scrapper called out."

Twilight's radar began displaying images of different construction vehicles. Six of them to be precise.

"That call came from a couple of miles north, but I don't know who any of those are. You know them?" Twilight asked.

"Are we getting name read outs?" Wheeljack asked.

"Hang on, I'm getting a lock... "

A list of names began to display on the monitor. Wheeljack immediately knew who was there from the names listed. The location read 19.2 miles north, and the screen displayed 22 blinking lights of energy readings.

"We must tell Optimus immediately!" Wheeljack said.

He transformed into racecar mode, and he and Twilight zoomed off to find the others to alert them of this news.