Equestria Girls In Disguise: The Gallows of CHS

by FourShadow

Rating: everyone
Tags: Original Character, Mystery, Rainbow Dash (EqG), Horror, Equestria Girls, Crossover, Sunset Shimmer, Main 7 (EqG), Dark, Alternate Universe, Other
Length: 32693

Rainbow Dash and Sideswipe must stand to an ancient entity from Cybertron and take a dark turn down memory lane...

Season 1 Episode 1 of the Equestria Girls In Disguise one-shot episode series.

One freaky encounter the night before Halloween leads to a night of terror for Rainbow Dash and Sideswipe, along with a dark and dreary trip down memory lane...

Warning: Some comments below may contain spoilers.

Cover art done by Grim_Grin. Thank you so much!:twilightsmile:

Published 2016-11-03 15:00:01 UTC
Last updated 2016-11-28 17:56:24 UTC

Night Of Terror

Author's Note

So this is my first horror fic. Not a best start, but I wanted to give an idea on this threat.

And I'm sorry for the onslaught of exposition, this was mainly for my readers who don't know what has happened in this series. This doesn't happen for every fic of this series, but this is just giving a quick recap of events prior.

Night Of Terror

The night was young, and the stars were out. The sky was dark blue, and the moon glowed. Throughout the town, there wasn't a sound to be heard. The streets were quiet, the lights were shining towards the ground, and all of the towns folk were asleep. But there was one thing they were excited for even in the darkness of the night. Halloween was just around the corner, and they were excited to participate in Halloween festivities. Partying, trick or treating, even pranking a few people, it was all just awaiting for them. They all knew it would come for tomorrow, and it would await for them...

As for CHS on the other hand, they hadn't been planning on a Halloween party. Everyone had plans of their own, and Principal Celestia and Vice Principal Luna had other plans for the holiday, so a Halloween party couldn't be run. However, there was some slight good news. You see a couple of weeks ago, Sunset and her friends made new friends. But these weren't like their other friends, these were friends from another world. These were metallic beings that could think and feel and change their shapes into vehicles, animals, and even devices that were on Earth. They were called the Autobots, and they came to Earth to chase their enemies identified as the Decepticons. The Decepticons were ruthless and brutal, wanting to conquer and destroy their Autobot enemies. But when Sunset and her friends were roped into the situation, they became trusted allies with the Autobots as they fought against the malevolent Decepticons.

They were defeated, but they came back once again to try and take over once more. But with the help of their new friends, the students of Crystal Prep, they were defeated once again and departed from Earth. With the Decepticons gone, the Autobots could continue to adapt to their lives on Earth to make for a better future for all of the life that existed on Earth. But they stayed on their guard, should their enemy return to cause some more chaos and destruction.

Canterlot's new Autobot friends, during their time had helped repaired Canterlot High School from their last battle from the Decepticons, so now everything inside the facility was up and running, and they hooked up a new security system to it should someone break in during the middle of the night. As an extra addition, they now had security guards roaming around the school keeping an eye out for any signs of danger that would come back. However on this night, only one security guard was taking up the night shift.

Dressed in blue, in white skin, and holding a flashlight, he continued to walk through the hallways shining his light around, searching for anything suspicious. The light went through some of the display glasses revealing a few trophies and pictures, and it moved its way to the left shining upon some lockers with a few posters attached to them.

His eyes darted back and forth, just scouring the halls, keeping an eye out for anything that looked the least bit suspicious.

Nothing.

He kept on walking and so far nothing else had been seen. With nothing else to do, he walked back to the security office and took a seat at his desk, with only one light shining, and a fan on. He sat down in his rolling chair and typed onto his computer which displayed all of the security cameras. There were three computers set up, all of them with a camera in different parts of the school. Currently the ones he was looking at were set up in a hallway, the main entrance to the school, and the auditorium. And each one of the cameras kept spinning back and forth, constantly surveying the areas they were set up to monitor.

He breathed in and out for a moment and opened up a small white foam container and opened up the contents. The only contents seen inside was a small sandwich. He pulled it out with his sweating hands, and began eating. His other hand that was free hit the keyboard, as he continued to swap in between different cameras inside the school. Nothing really stood out for him. Not a suspicious object or out of place thing in sight.

He continued to focus on eating his sandwich and didn't look back up on the cameras. But something appeared on there that stood out from everything else. In one of the hallways, standing still, was a figure covered in shadow, with some bits of purple light. The figure looked blocky, and more rectangular with its shape, but with a few curves here and there. The camera made some static and the figure was no longer standing in the hallway, but was down the hallway, near another set of lockers, just out of the camera to see.

The guard heard the static on the camera and he immediately put down his sandwich to get a closer look. He hit a few keys on the old keyboard and the static was no longer showing. But what he saw was nothing. There wasn't anything on the camera. His eyes changed over to the second computer and what he saw gave him chills down his spine. There he saw the rectangular figure standing in the front entrance of the school, just... standing. He wasn't moving, he wasn't doing anything, he just stood there.

Curious, the guard moved closer towards the computer screen to get a better look, but that didn't help. So he hit a few keys and made the camera zoom in on the figure some more. There he could see some features stood out. For one, he could tell it was probably a Transformer. It looked as if it was one of them, but what would a Transformer being doing here in the middle of the night?

He was suddenly sent a shock as the camera went black with static, but the vision was suddenly restored but was met with a horrifying sight. The shadowy figure's face was right up close to the camera lenses, and there were features that stood out. The eyes were completely purple, with not retinas showing in the middle, and its mouth was gaping open with a nasty purple glow in it. This thing looked like wanted to kill or eat him. Either one wasn't good.

He almost fell back in his chair and rubbed his eyes. When he opened them, the figure was no longer there. Curious to find out, he stepped out of his chair, and opened the door to look out in the hallways, but the monstrosity wasn't there. He walked back inside and locked the door, and barricaded it, out of concern for his safety. He was about to dial in the phone, but he looked up and saw the light in the ceiling sizzling with electricity. The light got brighter, and brighter, until it just made a spark and the light was not there anymore. The only bits of light were from a few toys and the computers on his desk.

Unsure of what to do, he held his flashlight in his hand, and a taser in the other. Sweat ran down his forehead, and his hands were shaking. He hoped that thing wasn't the cause of the problems.

He listened closely for noises, and he also heard the sound of his own breath as he was trying to keep himself calm. He stopped when he heard an odd clanking noise, followed by a ghostly moan. It sounded like whoever was making that noise was in dire pain and he needed help. But before he could react, he was met with the sound of a part of the top of the ceiling hitting the ground, making a metal clank noise. Followed by the sound of someone jumping down.

He tried shining the light, but the flashlight immediately died, providing no amount of light. He looked around for the source but nothing was seen.

His eyes tried seeing in the dark for the source, but still nothing. But one amount of light stood out. Two purple lights that were right in front of the desk that he was across. He stifled a shriek and tried to keep himself calm. But the lights on the computers went black, making the entire room black.

He shivered, and quivered, and was quaking in fear. The last thing he remembered, was the sound of an ear-piercing shriek of what sounded like either a demon or a monster, and the look of a monstrous figure right up in his face, and then suddenly... everything went black.

A Tale To Tell

The mood of the day was bright and sunny compared to the dark and spooky night before. The leaves everywhere were on the ground, in a majority of colored orange, red, and yellow. The birds were chirping in the leafless trees. And everywhere, there were people walking about running their everyday lives.

But at CHS, there wasn't any peace at all. Everyone was worried out of their minds when they found the passed out security guard in his office... after they managed to get past the barricades that were set against the door. They didn't know why the guard was suddenly passed on out the ground, or even why he had set up a barricade against the door. All of the details were very disconcerting.

Luckily someone was called over to take a look at the situation. Two someone's in fact; specifically Rainbow Dash and her Autobot partner and guardian, Sideswipe. Sideswipe was colored in red and black and white, and he could convert into a 1980s sports car. Compared to Rainbow Dash, he would be able to pick her up with his own two hands, but thanks to an experiment done by a scientist that was part of their Autobot group, he built devices to make the Autobots shrink down to human size. With Sideswipe's size down to human, he entered inside the school with Rainbow Dash without any issues to the security office to see if they could look for clues.

But once they arrived at the office, their eyes bulged with a big shock. The monster had left its trace on the office. The door was bashed down with a little bit of some scratches and claw marks dented into it, there was some spilled coffee and a sandwich that was no longer together, and one or two monitors were knocked down either onto the desk or on the floor.

"What happened here?" Rainbow asked.

"No idea. But that's something we've got to find out." Sideswipe replied.

He walked over to one side of the room and found a part of a ceiling tile on the ground. He walked towards it and bent down to get a closer look at it. While he analyzed it, he noticed something that seemed very odd. There was a bit of a purple substance that was on the edge of it, and it looked as if it had spilled on the floor. His curiosity got the better of him, and he looked back up and saw there was some more leaking from the ceiling.

He slowly wiped his finger on the substance took a closer look at it with his eye.

"Hm... interesting." Sideswipe muttered. He turned his head to the cyan-skinned girl, "We're going to need to take a sample of this to Wheeljack, see what he can find out about it."

Rainbow nodded and continued to look around the desk. Curious, she hit the buttons to turn the monitor back on to check if it was still working. Power was shown as evident by the screen turning back on revealing a screen with a program to show playbacks of old camera footage. Rainbow hit a few more buttons, looking around on the program to see what the cameras had caught on that night. Her eyes widened when she saw the static on the camera.

"Looks like the security cameras went lights out," Rainbow said, "any chance we can get some of this footage? I think Sunset and Optimus will want to see it."

Sideswipe grinned.

"You got it Rainbow."

Sideswipe opened a finger up, and the tip of his finger extended a cord that swung around like a snake until it stuck itself inside of the USB port.once the cord was in, the red Autobot downloading the information that was captured from the night before. He waited for a few moments, and then his eyes made a flash of blue, signaling him that the information had been extracted.

"I've got the footage. But let me tell you, whatever that thing is, its not good," Sideswipe said, shaking his head.

"No kidding."

"Yep. But now that we have what need, lets go!"

Rainbow Dash and Sideswipe returned back to base, and they took Sunset and her friends along with them so they may see too.

"Blaster, relay the information." Optimus instructed.

"Got it Prime."

Blaster transformed into radio mode and he flew onto the panel. From the side of the radio a little plug went into an outlet, and all of the security cam footage began to display. Everyone saw the dark hallways, but they also saw something else that seemed a little... off.

"Blaster, pause the footage."

The footage paused to show a single shot of the shadowy figure right up towards the camera lense with the eyes gazing purple and there being a purple glow in its mouth.

Everyone couldn't believe their eyes. This... thing. It was terrifying to look at, and even worse... that thing looked like a Transformer.

"What... is... that?" Fluttershy quivered.

"You don't think its--" Bumblebee began.

"It can't be, Bee. That's impossible." Jazz replied.

"Can't be what? What are you talking about?" Sunset asked.

The Autobots looked at one another with disbelief. They didn't want to tell the girls what they knew. But at the same time, they couldn't hide any secrets from them.

"I'm afraid there are dark pasts and legends that we haven't told you girls about. And from what we've seen in the security footage, we believe one of them has come back." Optimus said.

"Who? What was that?" Rainbow asked.

Optimus eyes closed for a moment and he looked at the girls dead on. "We believe the host of the Shadowbots, have come back."

"What are the Shadowbots?" Rainbow asked.

Sideswipe transformed into vehicle mode and rolled right next to Rainbow. "Feel free to take a seat on my hood. This is gonna be a little bit."

Rainbow just shrugged and sat on Sideswipe's hood, with her arms clenched around her knees, ready to listen to Optimus's story.

"What began as an experiment, transformed into a dangerous plague..." Optimus said. "Back on Cybertron during one of our battles, the Decepticons were continuing to outmaneuver all of our forces. But the next attack they set, nearly wiped all Cybertronians out. An Autobot that they had massacred in the fight was experimented, but their experiments did far worse than they imagined. It corrupted him; made him into an undead monster. It continued to make its attacks against us, but little did the Decepticons know that they started a plague. It became Autobot against Autobot, and then Decepticon against Decepticon."

"With no choice, we had to destroy each and every one of them. They couldn't be cured, nor helped." Knockout said somberly. "At least I think. Those things overran us so much we barely had the time to even try and find out a cure."

The girls looked at each other with worry.

"But one thing we do know is this. They are attracted to the darkness, not the light; and there is always a host for their plague, the one who rules them all. If the host is destroyed, then all of the undead fall. But it seems as if we haven't destroyed them all. For every one of them that we destroy, there is always one that's infected that escapes. It seems as if one of them has come into your world." Optimus said.

The girls waited for Optimus to finish speaking so that they could speak up. "But that's impossible. How could they have gotten aboard?" Sunset asked.

The Autobots looked at one another with some concern.

"There may have been a chance one of them have come aboard with us." Optimus replied. "Wheeljack, run a scan with Teletraan-1 to check on how many Autobots have come here on Earth."

Wheeljack nodded and he began walking to another part of the base.

"But wait, if its here on Earth, and if its attracted to the school, shouldn't we go and stop it?" Rainbow said.

"That is correct. But if came to your school, then we have a place for us to stop it. I'll go." Optimus said.

"Optimus." Sideswipe interrupted. "With all due respect, if our own leader gets infected, we won't know what to do. I'll go and handle it."

"By yourself?" Rainbow sputtered.

"Yes."

"Not happening. You're not doing this on your own." Rainbow said. "I'm going with you. I've always got your back."

"Rainbow, I don't even know how its gonna react to you? What if it kills you?" Sideswipe said.

"I do have an armored suit, right?" Rainbow said, a smirk creeping on her face.

Sideswipe wanted to argue with her, but he couldn't find it in himself to argue. She was right. He would need help in catching that thing. And if she had a Headmaster suit, then there was a high chance of her being safe.

"Alright. I suppose you can come with." Sideswipe sighed.

"In fact, I'll come with too." Sunset said with a smile.

"Me too. You're gonna need another Autobot." Bumblebee replied.

"Then its settled. We've got our mission. Tonight, we take down that Transformer, once and for all!" Rainbow cheered.

Bumblebee transformed into car mode and opened up a door for Sunset to climb in, and Rainbow got off the hood and got inside of Sideswipe. The two cars revved their engines, and they drove away back to CHS, leaving a worried Twilight and Autobots.

They knew they were strong, but they didn't know if they had any confidence with dealing with that infected... thing. But for now, all they could do was check the entire base for anything that stood out....

Assembling A Plan

After the meeting with the Autobots, Sideswipe, Sunset, and Rainbow Dash all stopped at the Sweet Shoppe to grab a quick bite to eat. Well, Rainbow and Sunset needed a bite to eat. They wanted a snack before being locked up in the school for the night. But as they sat there, they couldn't help but stay silent throughout their early dinner. Rainbow and Sunset were contemplating what they were just told in regards to that thing they saw on the video camera.

It just didn't make a lick of sense to them. To them, it looked like the plague was creating zombie Transformers. But that didn't make sense, zombie Transformers? How did a zombie Transformer make its way onto their ship and down on their planet? Whatever it was, they knew immediately they had to stop that thing.

The silence didn't stay for long. Their heads turned to see the rest of their friends come in. The rest being Rarity, Fluttershy, Applejack, Pinkie Pie and Twilight. They took seats with Sideswipe and the other two girls.

"Okay, plan, plan, plan. We need a plan." Twilight said. "Anyone have any ideas?"

"I think I've got an idea." Sunset said. She reached into her backpack and pulled out blueprints. It looked as if it was the inner structure and workings inside the school. They could see the ventilation shafts, doors, hallways, classrooms, and the basement that was smack right underneath the school.

"Principal Celestia was kind enough to find the blueprints for the school so we could figure out a way to stop that thing." Sunset said. "I think the first thing we need to do if we're gonna stop that thing is close off all the doors."

"But that thing is a Cybertronian. It can bash down the doors." Sideswipe said.

"That's why we're gonna barricade the doors." Sunset replied. She pulled out a red marker and made giant X's over the spots where there were doors to escape. Everyone just sighed in relief, they had some idea on how they were gonna trap it. But there was still some other problems that needed to be addressed.

"But what about the windows?" Rainbow asked.

"Wheeljack and I have spent some time and we've made several little turrets that will fire electric paralyzing shocks towards any Cybertronian that tries to leave. Once the first shock is made, it will spring out a giant electric net that will pin down the Shadowbot." Twilight replied, showing some blueprints for little turrets. It looked like the barrels could move in all directions, and it could spin in a 360 motion so it could aim anywhere.

"And what about defending ourselves?" Bumblebee asked.

"Everyone's gonna have pistols and guns to defend themselves, and for all of us humans, I strongly suggest we wear our Headmaster suits. They've got strong enough armor." Sunset said.

The girls all nodded in agreement.

"And I'm gonna bring some computer equipment that should allow us to see through the video cameras." Twilight said.

"And what about other stuff like food?" Applejack said. "I'm not so sure if I can stay up at late hours without any energy."

Pinkie zoomed up out of nowhere with food in her hands. "I've got it covered! I also brought lots of caffeine so we can stay up really, really, really late!"

Sideswipe and Bumblebee just stared in awkwardness.

"She's like Blurr if he was high on sugar and helium." Sideswipe said.

Sunset just stared at them with some disapproval. "Anyways... the point is we've got the equipment, we've got food, and defenses."

"I think there's one thing you forgot darling." Rarity said. "Where are we gonna set up a little hideout so we can monitor everything? That guard was taken down just from hiding in his tiny little office."

"I've got that under control. We're gonna set up in our practice room. Its big enough for us to set up our tiny little base." Sunset replied.

The group all nodded with one another. It seemed like they had everything they needed. They've got the equipment, they've got the food, the weapons, knowledge of the entire school's weak points, and they all had each other. A plan had been set into motion.

"I think we've got everything ready. Tonight, we lock ourselves up in the school, set up the base, and get ready for action." Sunset grinned.

Time went by fast in the day. By the time the girls, Sideswipe, and Bumblebee got everything they needed, the sky was already fading to the dark. And as they drove on the road, they could already see everyone was beginning to either go out trick or treating, or go on their way to whatever party that it was they were attending.

"That's a lot of people," Twilight moaned.

Fluttershy lowered herself in her seat. "And that's a lot of scary costumes."

Bumblebee who was in control of the wheel in his car mode felt bad. He didn't like seeing Fluttershy scarred. Especially with the threat that they were dealing with was an undead force.

"Fluttershy, its okay. I'm gonna stand with you every second of the way. You've got me by your side." Bumblebee said.

Fluttershy's spirits lifted a bit, and she gave a bit of a smile.

"You don't have to worry about a thing darling." Rarity said in the backseat. "We're all gonna stay by each others side. And we're not going to let that brute stand in our way."

The group had finally made it to the school, which was being closed up for the night. The two cars stopped, and the doors opened up, allowing the girls to exit out of the vehicles. All of them had equipment and gear in their hands, and they were now wearing their metallic Headmaster suits.

The two Autobots, now being able to transform without any humans inside of them converged into their robot modes and began to walk with the girls inside of the school. Inside they could see it was very dark. The lights were turned out, and all that they could see were their own shadows in the door frame entrance.

"Okay, I'll set up the turrets out here. You guys go on ahead." Twilight said.

Applejack shook her head. "Sorry Twilight, but I'm staying behind. I'm not letting that Shadowbot grab ahold of you."

"Me too darling. I'll stay to lend you a hand." Rarity said.

Sideswipe stopped for a moment. "You know, I think I should say something here, something important."

"What's that?" Sunset asked.

"If any one of us breaks off from the group, there should always be members to tag along with them. I've seen these kind of situations before. Whenever someone is off from the group, the chances are of them being killed from whoever is stalking them is extremely high. That Shadowbot attacked the guard, and he had no one around. We've got to stay together, safety in numbers you know?"

Sunset scratched her chin and gave a nod. "Got it. Okay important safety tip, thank you Sideswipe."

Sideswipe gave a small but sincere smile.

"With that in mind, lets stay together and set up the computers." Sunset said as she walked forward, the others following behind.

They opened up the doors to their practice room and entered inside. After activating a few flashlights, as well as placing some lanterns down, they began to unload their equipment and they started up the computers. Once they flipped on, Sunset began typing faster than lightning trying to get them activated and connected to the security cameras.

Without any issues, they were finally flipped on and they could see the hallway monitors.

"Okay, we're connected and online. We've got them set up to multiple cameras around the school, we should be able to track anything out here." Sunset said.

Twilight, Applejack, and Rarity entered inside after setting up the defenses outside the school, and they were about to meet up with the others inside of their practice room. But as they entered inside, they had kept lights flipped on and their guns in their clenched fists. They didn't want to take any chances with the Shadowbot lurking around.

"Just keep your eyes out girls. That thing could be anywhere." Twilight said, her eyes darting back and forth looking for whatever was in sight.

Applejack and Rarity gave 'uh-huh's in reply. Rarity turned her back around looking behind, seeing the door locked behind them, and then back forward keeping an eye on Twilight and Applejack. They made a right and found another set of hallways, and on the right there was the double doors they needed to go through to be with the others.

Twilight and Applejack entered in first. Rarity stopped for a moment to look around, for anything that stood out. Her light shined up some more lockers, a door, more lockers and an empty hallway. She moved her body in the other direction as the light shined on more objects, trying to pick anything suspicious out. The light shined upon more lockers, a display case, Rarity's Autobot partner standing at the end of the hallway looking undead, more lockers--wait a minute.

Rarity stopped for a moment and she shined the light back in the hallway looking again. Did she see that correctly? Were her eyes deceiving her? No. That's impossible. Knockout was back with the Autobots. At least, she thought. He couldn't have been here. Rarity turned again towards the other hallway and she froze in place. She was looking at the sight of a metallic looking character looking at some lockers, surrounded by a red aura. It turned around looking at Rarity making her gasp.

She spun her guns around in her hands aiming them towards the figure, sweat running down her head, and hyperventilating in fear. The figure slowly turned around with a ghostly turn and a frightening demeanor. He made little steps walking towards her, but from what she was seeing, it looked as if the figure was slowly fading away as it got closer. And in a matter of seconds, it was no longer there.

"W-Wh...What was that?" Rarity said to herself. Not wanting to stay out for much longer, she quickly ran inside of the room slamming the doors shut, not stepping back outside again.

Author's Note

Apologies if my attempt at making something scary is turning un-scary. This is my first horror fic after all.

Midnight

The girls were surprised to see Rarity huffing and puffing as she got inside the practice room. And the amount of paleness on her face as well as the bulging eyes made it clear she was spooked.

"Rarity? What happened?" Sunset asked.

"I... I don't know." Rarity quivered. "I was double checking the hallways to see if anyone was around, and I could have sworn I saw Knockout inside of the school."

"What do you mean you saw Knockout?" Sideswipe asked, raising a brow.

"I looked down the hall, and it looked like Knockout was... glowing. He saw me, he walked towards me, but then he just... faded away. Like he was a ghost." Rarity said.

The girls all looked at one another with some concern. It did seem strange that Rarity saw Knockout in the hallways. But that made no sense, he was out patrolling. Why was he here? And more importantly, why was he glowing and why did he spook Rarity? Alas, none of them had any answers.

Sideswipe and Bumblebee looked at each other with concern.

"I'll call Knockout, see if he's actually here..." Bumblebee hesitated. Bumblebee tapped the side of his head, activating a com link, and waited as it began dialing.

"Knockout, you here?" Bumblebee asked.

"I read you Bumblebee. What is it?" Knockout said on the other side.

"I want to ask, where are you exactly?"

"I'm unloading Energon cubes with Ironhide, and then at some point later we're going to go for a drive keeping an eye out for Decepticons. What about you?"

Bumblebee paused for a moment. "So... you're not here at CHS?"

"No, I'm not. If I was there you would know that, and I'm sure you would have detected my energy signature."

Bumblebee paused for a moment. He looked at the girls, and then walked up and looked outside in the hallways, looking at both ways, checking for Knockout. But he didn't see anything.

"Never mind, false alarm." Bumblebee said, hanging up. He pulled himself back into the room looking at the girls. "I didn't see anything, and Knockout raised a point. I would have picked up on his energy signature."

"But if he's not here, than how come I saw him in the hallways?" Rarity whined.

"I don't know Rarity." Bumblebee said. "I just don't know."

Later that night, the girls continued to stay together in groups, looking for the mysterious Shadowbot. Sunset stayed in the main control room with Rarity and Applejack by monitoring the cameras, Sideswipe, Twilight, and Rainbow Dash walked out into the hallways on one end, while Bumblebee, Pinkie, and Fluttershy walked down another end.

Over with Sideswipe's end, the group kept their eyes forward, the sides, up on the ceiling, and behind them, keeping an eye out for anything that stood out. And as they walked, Rainbow Dash kept her helmet/head on while Twilight remained unmasked. And as an extra addition to their Headmaster suits, Sunset required them all to mount flashlights on their shoulders for them to see, and a little camera was mounted with them, so the girls back in the main base room could see what they see and give them a little bit of guidance. They also had headsets with microphones on them for those who were unmasked.

"Why are you wearing your mask?" Twilight asked.

"Why aren't you wearing yours?" Rainbow huffed.

Twilight rolled her eyes. "The mask is very tight around my head, and its not very easy to breathe in there."

Twilight couldn't tell, but Rainbow was giving a bit of a scowl under her head mask. "Well I can breathe in my mask fine. Besides, it totally awesome. I sound like a robotic god in this thing." Rainbow joked.

Inside her helmet mask, she could see an energy gauge, along with an overhead map of the entire school. There was also a blue dot connected by some lines that was bouncing all over the screen, trying to detect where their entity was. She looked forward, and the blue dot still kept bouncing.

"Still haven't found anything yet." Rainbow said. But she stopped when she saw a small alarm go off on her helmet vision in red. "Uh oh. Guys I've spotted something."

"The Shadowbot?" Twilight asked.

"No, not the Shadowbot. I'm picking up major amount of heat energy. Coming from... below." Rainbow tilted her head down in the ground. She looked back up, and the red dot suddenly transformed into an arrow pointing to the right in the set of hallways.

"I'm getting directions to go over where that heat signature is. Should we follow it?" Rainbow asked.

"We'll follow you Rainbow." Sideswipe smiled.

Rainbow walked forward while Twilight and Sideswipe walked behind her, keeping their guns at the ready. Their eyes kept going side to side looking for whatever monster or entity was ahead. Twilight felt the sweat running down her head, and listened to her armor continue to clank and rattle, shaking from her own fear.

Rainbow stopped and looked back at Twilight. "Can you stop shaking? That thing's gonna attract us."

Twilight gulped. "Sorry Rainbow, I just... I'm a little scared, I'm sorry, I... I've never been in an environment like this."

"Really? Never?" Rainbow stopped.

Twilight looked away and shook her head in shame. Rainbow just walked back and raised her head up, smooth fingers underneath Twilight's chin.

"Its okay. Believe it or not, I've actually never done something like this. I've only gone through one scary maze but... that was just out of a dare. We're gonna be fine. As long as we stick by each other. Okay?" Rainbow said.

Twilight wasn't sure what to feel, but her spirits did lighten up a bit knowing that her friends were by their side. Especially there being an Autobot.

"Right Sideswipe?" Rainbow asked.

Sideswipe nodded, followed by a friendly smile.

"Okay. You're right. I can do this." Twilight breathed in and out. She tightened her grip on the gun and held it in front of her. "Shall we continue?"

Rainbow continued leading the three of them, and they made a right down another set of hallways. The red arrow that was going off in Rainbow's helmet pointed to a left, leading to a locked door. Or, so they thought.

"My helmet's telling us to go to the left. It looks like the door that leads to the furnace in the basement." Rainbow said.

"I didn't know this school had a basement." Sideswipe said.

"None of us did for a while. Until they had to... make... repairs..." Rainbow droned when she froze at the sight of it. Ususally the door that led to the basement was locked. But here... it wasn't locked at all. It had been bashed down, like something was trying to smash it open to get down into the basement.

Rainbow raised an arm up straight, gesturing them to walk on down. Rainbow and Sideswipe listened to the sounds of their feet making clanking noises as they walked down the stairs, eyes focusing on each other, making sure they didn't trip or lose one another.

As they finally reached the actual ground of the basement, their eyes looked forward to see a very unusual sight. The furnace was operating like it should be, but there looked like something was bashing on the top of it. Like giant fists were mashing against it. There were some tracks on the ground like something was walking around, something the size of Sideswipe's foot. There were cobwebs everywhere, dust collecting, everywhere they looked it was one giant spook-fest.

"That's not good..." Sideswipe said. "Do furnaces usually look bashed?"

"No, they don't. You think the Shadowbot was after something down here?" Rainbow asked.

"I don't know."

Sideswipe shined a light on the furnace some more and discovered something else. He saw a small bit of what looked like purple residue... steaming. Like it had recently been touched upon. Sideswipe moved his eyes closer and gazed upon the residue.

"The Shadowbot definitely was here. It looked like some of the Dark Energon seeped onto the furnace." Sideswipe said.

"That's not a good thing... is it?" Rainbow asked with some worry.

"I don't know. I don't know everything about Dark Energon which isn't a good thing. All I know is that it can either make a Decepticon powerful, bring a Cybertronian back from the dead, or corrupt an Autobot. But that's about it. Twilight what do you think?" Sideswipe waited for a reply, but he didn't hear anything. "Twilight?"

The two of them looked away to see if she went anywhere, but she wasn't here. She wasn't in the basement with them.

"That's not good." Rainbow said.

Twilight hadn't gone down in the basement at all. For something else was catching her attention. She heard clanking noises as well as the sound of a ghostly moan.

She had slowly walked away from the door down the hallways, searching for the source. Luckily she had her gun by her side, as well as her lights, and her headset microphone for Sunset to talk into.

"Twilight! What are you doing?" Sunset yelled into the microphone making Twilight wince from how loud the noise was.

"I'm hearing noises Sunset. I want to know what it is." Twilight said.

"What about Sideswipe's rule!? You don't split up from anyone in these kind of situations! That's just asking for death!" Pinkie yelled on an end.

"Pinkie how did you even get on my headset?" Twilight asked.

"We're all connected so we can be alert of what's around us. But Pinkie's right, you got to get back with the others." Sunset said.

"Okay. I understand. I'll get back with Rainbow right away." Twilight said, agreeing.

She turned the other direction and began running down the dark and empty hallways, the only light to be seen was the moonlight shining from the windows of the top of the ceiling as well as the lights that were mounted on her shoulders. She looked up at the ceiling and saw the stars twinkle in the night sky, along with the moon shining down on the ground below. Twilight could see her own shadow from on the ground.

She looked back forward and continued to run down more hallways and made a turn that led her to the hallway with a small corridor. She shined her lights around the small set of lockers and walls, realizing what part she was in. She was with the same poorly lit hallway. She always remembered that sight when she came into the school.

"They really need to fix that light." Twilight muttered to herself. She turned back around, getting ready to walk down more hallways but--

Twilight...

Twilight froze when she heard the voice call for her.

Twilight...

She didn't know where it was coming from, but it sounded like if someone was...summoning her. Like if someone wanted her to come to where she was. She shined her flashlight all around where she was, but she didn't know what it was. She shined her light down the hallway on her left, moving it across some doors, lockers, and onto the right hallway, but nothing was there.

She looked down the hallway that was poorly lit, and her eyes bulged out of her head. Strange shapes were emerging from the darkness. A shadow, almost. A cyan fluorescent mask was seen glowing in the darkness, followed by a pair of purple demonic eyes.

Twilight's breathing intensified, her feet kept tapping on the floor, her hands were shaking up, and the metal kept rattling. As if her fear wasn't raised enough, the figure in the shadow began to slowly emerge. Some more features were identified. There she could see this figure was... floating. Up in the air, nothing holding or raising her. Her.

Twilight gulped and held her gun at the ready, pointing at the figure. The figure finally was out of the shadows, with raven wings on her back, a cyan horn on her forehead and a maniacal laughter.

"No... that's impossible! No! Please!" Twilight begged.

All that the figure replied with was maniacal laughter. Twilight tried to keep her hands steady with the gun in her hand, ready to shoot the figure, but her shakiness wasn't helping her stay stable. But before she could respond, her vision was suddenly becoming blurry. But the figure was moving closer and closer and closer to her face.

She began hyperventilating and she started coughing. She was having a hard time trying to breathe, almost like something was choking her. Everything was suddenly fading in her vision. The laughter, the noise, everything around her was rattling in her ears and pounding her heart. She let out a loud scream of pain.

With what little vision she had, the figure began slowly... decaying. Like if she was burning to ashes. It began with her legs, and it worked its way up to the top of her body, the last thing fading away was the demonic eyes. Before Twilight could do anything, everything was becoming darker, and darker. The figure moaned for a few moments and Twilight's lights began becoming brighter and brighter, like the energy was about to reach its peak and short out. The last thing that appeared in her peripheral vision was... a Transformer. Its mouth was gaping purple drool and there was purple fluid leaking from its eyes, moaning in pain.

Twilight tried to keep herself up, but she didn't have any strength in her. But she heard... a voice?

"Kill me... kill me..."

But at that moment... everything went black. Her body fell to the ground, and her eyes closed. Everything was shutting off around her, and she didn't hear the sound of her friends yelling and calling out for her.

Author's Note

Yeah, sorry the dialogue isn't that great. But I'm still trying to improve.

Razzle Dazzle

The remaining 7 sat down in a circle, in giant bean bags, staring at one another, in total silence. They were having a hard time comprehending what had just happened. Not only did they now know that the Autobots figured out who the Shadowbot is, but now they lost all communications with them, and Applejack's now down with Twilight in the passed out pile.

Rainbow looked back to the left and looked at Applejack and Twilight still passed out, lying down with one another. She looked back at the rest of the remaining allies.

"So... we're basically stuck here, until we catch that thing." Rainbow said.

Everyone nodded. Rainbow held her hand on the front of her helmet, scrunching it, giving an indication of her trying to comprehend what had just happened.

"Well I say we hunt down that thing right here, right now!" Rainbow yelled.

"Rainbow! We don't know if that thing is out there! For all we know it can kill you!" Rarity said.

"Well I'm not taking any chances, we need to put that monster in its place right here, RIGHT NOW!" Rainbow yelled, making Fluttershy droop in her bean bag.

"Rainbow stop, you're scaring her!" Sunset yelled.

"No! I'm not gonna stand by while its still running around. For all we know, it could have found a way to escape." Rainbow growled.

Sunset and Rainbow Dash stood glaring at one another under their masks, both of them sneering inside them. While none of the girls could tell what their facial expressions were looking like, it was easy to tell that they were incredibly upset. But both of them felt hands pushing them aside.

"Both of you, stop. Now!" Sideswipe yelled. "I don't like this as much as either one of you, but you can't forget. We can't split up from one another, that's how this thing gets us! If we go by ourselves, then that thing strikes."

Rainbow's face went red under the mask with anger, and her fists were clenching tight, but she just growled and walked away. Sideswipe gave a nod to Sunset, and he ran after.

Sunset just sighed and fell back in her beanbag chair.

"I hope we can trap that thing. Because this isn't going too well." Sunset moaned.

She looked back up at Fluttershy patting her shoulder, giving a small smile. "It'll be okay. I know we can stop him."

Fluttershy didn't see it, but there was a smile on Sunset's face underneath her helmet.

Out in the hallways, Rainbow Dash had ran into the main entrance underneath the moonlight, and Sideswipe stopped her from going anywhere.

"Rainbow, we can't attack that thing head on, we don't even know how this thing moves." Sideswipe said.

"We can't just stay and do nothing!" Rainbow growled.

"Well we can't go and fight that thing either!" Sideswipe said.

Rainbow was about to stomp off, but Sideswipes hands gripped onto her arms, and he pulled her back, making it hard for her to try and run off.

"Let... me... go!" Rainbow grunted.

"Rainbow, we need to stay together!" Sideswipe said.

"No!" Rainbow turned herself around facing Sideswipe, nostrils flaring under her helmet. "I don't want any of us hurt, I don't want that thing to kill any of us, I want that monster dead! I don't even know if Applejack or Twilight are dead, but if they are, THE SHADOWBOT IS GOING TO DIE! And you're trying to stop me!? I... I..."

Sideswipe moved closer to Rainbow and pulled her in, giving her a big hug. And as he listened to her try and catch her breath, the sound followed by hearing her quietly sobbing into his metallic chest. He pat her back some more, and even gave a few rubs.

"Hey... its okay. I know they're not dead." Sideswipe said.

Rainbow looked back at Sideswipe. "I'm sorry, I... I just... if they got killed, I... I wouldn't know what to do. I would never forgive myself if something happened to them."

Sideswipe gave a sincere smile. "Its going to be okay. You've been through tougher situations than this right?"

Rainbow gave a small nod.

"I promise we'll stop that thing, and its going to go down." Sideswipe said.

Rainbow still didn't feel very pleased in the slightest. Sideswipe then pulled her in for another hug, and gave her a few pats on her back. Once they pulled back, Sideswipe looked Rainbow in the visor.

"Now how about we go join up with the others?" Sideswipe offered.

Rainbow nodded, and the two of them got back up on their feet. But before they started to walk, they froze in place. There was a sound. Something moaning, something groaning, something... dangerous.

Their eyes gazed towards the hallways, they didn't see anything. They looked behind themselves, nothing. Where was that noise coming from?

Sideswipe readied his gun from his holster and positioned it in front of him, followed by Rainbow who did the same. The two of them readied their fighting positions, and gazed all around the main entrance. But there wasn't anything to be seen. They stayed silent for a moment to listen to the noise. They could hear the moaning coming from... above?

Their heads gazed up, and they heard large metallic clanking footsteps right above them. They looked at each other, and then back up at the ceiling.

"Race you to the stairs?" Sideswipe asked, looking at the ceiling.

"Last one there has to clean every Autobot for the next month!" Rainbow joked as she began running down the hallways torwards the stairs, making Sideswipe grunt in anger. She was getting ahead and he didn't want her to win.

Sideswipe chased after Rainbow, and the two of them ran up the stairs to find the source of the noise. Both of them ended reaching the top of the stairs in a tie, and they shined their lights all around, while trying to catch their breath from running up the stairs.

"Lets never run up the stairs again." Sideswipe said. "Too dangerous."

"Agreed."

The two of them cracked their knuckles, and cracked their necks, prepping themselves for the danger. They faced down one hallway and both stood in fighting positions, with their backs against one another and they held their guns in the same direction. Their eyes stared head on, their eyebrows furled, and their mouths were snarling, ready for action.

The two of them stood in complete silence, awaiting the entity to appear ahead of them. They waited, and waited, and waited. But the entire time the two of them stood, waiting to fight the demon automaton, nothing happened. They two of them were beginning to question if they were hearing things.

But the two of them still kept their fighting positions.

"So... should we just go back downstairs then?" Sideswipe asked.

"Maybe. If nothing's happening, then there's really no point in--"

*REARAGH*

Rainbow paused for a moment. Her mouth drooped to a frown and her eyes narrowed.

"There's someone behind us, isn't there?" Rainbow asked sarcastically.

"Yep." Sideswipe quaked.

The two of them slowly turned around, keeping their eyes awake and furled, and sure enough, emerging from the shadows, was dark violent glowing eyes, and a drooling mouth of purple.

Both of them slowly backed away from just how horrific it looked to them. While the entire body was blackened in the shadows making it unclear of what bot it was, there were some features that were noticeable. There were a lot of holes in its body, there was skin that was decayed, revealing the inner wiring and mechanics on the insides, there was one finger missing on each hand, and the only glows that were seen was the scratched up Autobot logo in purple, the eyes, the inside of the jaw, and the drool leaking from its mouth.

"Okay. Rainbow, I know we're in a bad situation right now, but there's one thing we can do here." Sideswipe said.

"Your plan better not be run away like chickens," Rainbow said.

"No, I'm was suggesting that we load up our guns, stand tall and proud, kick butt and take names," Sideswipe grinned with a smile.

The two of them looked at each other, and even though Sideswipe couldn't see, he could tell Rainbow was smirking, and he began smirking too. They twirled their guns around in their hands getting a tight grip on it, Rainbow drew out three barreled blasters on the sides of the arms that were locked on target, and Sideswipe drew out a rocket launcher on the top of his shoulder. Rainbow looked up and noticed the rocket.

"WHOA!" Rainbow yelled. "Sideswipe, we're here to take out the monster, not blow up the school."

Sideswipe paused, "Right. I forgot. You actually like this school."

Sideswipe grumbled a bit and the rocket pulled itself back to where it came from. They turned their heads back at the monster and listened to it growl and snarl and hiss towards the two of them.

"Alright, lets take this thing." Rainbow said.

The monster let out a giant roar and began to charge, but it began to cower back as Rainbow and Sideswipe let out a lot of laser shots onto the living dead. It raised its arm up, blocking the shots from reaching his face, while letting out some roars.

Sideswipe and Rainbow didn't stop shooting. They kept pulling the guns continuously, not wanting to take any chances and allow that thing to charge after them.

The monster moved his hands away and began a running charge towards the two living creatures. It began to make a pouncing jump, but Sideswipe made a kick spin around and performed a roundhouse kick to the chest, knocking it down to the ground. But one kick didn't keep the monster down, it got back up on its feet and began charging again, this time going for Rainbow Dash. She fired her blasters endlessly, making more shots, allowing the monster to fall and crash right in front of her feet. She made a quick ninja jump backwards, not wanting the monster to grab ahold of her feet and kept firing.

Sideswipe pulled some more shots onto the monster, and it retaliated by getting on all four of its limbs and made a body spin, with a leg out, tripping Sideswipe, making him fall flat on his back. He leaned himself up to see it make the same attack move on Rainbow, and then it began running like a panther out into the hallways. Rainbow and Sideswipe got back up onto their feet and began to give chase.

They made a right, and a left, and watched as the feet of the monster go right up into an air vent. They shined lights up into it, but they didn't see anything else sticking out of it, outside of a bit of purple fluid.

"Great." Rainbow complained.

Before anyone could say anything, a radio static went off on Rainbow's helmet.

"Sunset to Rainbow. Sunset to Rainbow. Can you hear me?"

"Yes Sunset, I'm here. What's wrong?" Rainbow asked.

"Is Fluttershy with you?"

Rainbow paused. "No..."

"She's not with you!?" Sunset yelled.

"Why are you yelling?" Sideswipe asked.

"Because she's by herself trying to find you, and the Shadowbot could be anywhere!"

Both of them stared at one another in fear, and bolted out of the hallways aiming for the stairs, going off to look for Fluttershy.

Down below, on the main floor, Fluttershy had been walking in the hallways by her lonesome self, trying to find Rainbow Dash and Sideswipe, but she wasn't having a whole lot of luck. She didn't even know where they went.

"Sideswipe? Rainbow Dash?" Fluttershy quietly called out.

She made a turn around a corner, and kept darting her eyes back and forth, looking for any sources. But she didn't see nor hear anything. But she heard something. Sounds of... whispering. Unintelligible whispering. And it sounded like it was coming across the left side of the hallway. She tip-toed her way to the source and came across a long empty hallway with no lights shining in it.

Fluttershy gulped. As much as she didn't want to go down that hall, she knew she had to look everywhere. But before she made the step down, she heard another odd noise. It sounded like three people...singing? Three girls singing in fact.

She squinted her eyes trying to look down the hall, but she could barely see anything. It was pitch black for her to see anything.

Before she knew it, there were some shapes emerging from the darkness. The first ones seen were three red lights, all of them gleaming, and slowly moving towards Fluttershy. Not wanting to get too close to where it was coming from, she backed away from the darkness. Soon more shapes began to reveal. Demonic red voids that were all eyes, all of them belong to a person. The three of them slowly walked from out of the shadows, all of them singing a demonic tune that was enough to scare anyone.

Me and you, you and me...
why don't we see who is stronger...
we don't have to be, all on the same side...
oh what's so wrong with a little mutilation?

Fluttershy's vision began to look blurry, and she felt herself choking and wheezing. She didn't know what, but everything was making her start to lose her own consciousness. The sounds, the visuals, the stench in the air, it was enough to make her feel pain. And soon enough, just like before, everything went black and she passed out, falling onto the ground, hitting the camera and making the red light go out. However, there was one plus to her situation. Her shoulder point of view camera recorded everything, and it didn't get destroyed, which now meant the remaining group could see everything she saw. But it was still a mystery of why everyone was passing out...

Author's Note

Apologies for this not being a lot, and for a very weak chapter, I didn't have a lot of ideas for this one.

Observations

Once Fluttershy was recovered by the remaining 6, they brought her over to rest next to Twilight and Applejack who were still out cold. Rarity's hand scrunched her face trying to contemplate their situation.

"I can't believe that brute had the audacity to scare Fluttershy," Rarity grumbled. Her eyebrows were furled, and her mouth was growling.

Bumblebee wasn't handling Fluttershy's knockout very well either, in fact he was cross. His hands were clenched shaking, and his teeth were gritting. He wanted to take that monster on personally.

"When I get my hands on that monster he's gonna pay..." Bumblebee snarled.

"We can get revenge later Bumblebee, right now we need to figure this out first." Sunset said.

The remaining group looked at one another and gave some sincere nods.

"Okay. Let's just figure out what we know so far. So we know the monster isn't killing any of the humans, we know that, but I still question why we're going out cold. No one just drops out like that." Sunset said.

"Well I have an idea!" Pinkie squeed. Pinkie rushed over to Fluttershy's Headmaster suit that was taken off of her and pulled off the camera. "The camera's still intact, maybe we can see what she saw." Pinkie replied with a big grin on her face.

Sunset smiled underneath her helmet. "Pinkie, you're a genius!"

Pinkie removed the card reader from the camera and inserted it inside of the computer. Pinkie then hit a few keys and found a video file.

"I found it!" Pinkie said. "Wait, are all of the cameras connected so we can see all of our video files? Maybe we can see what Twilight and Applejack saw too."

Sunset shook her head no. "I'm afraid not. I didn't set them up like that."

Pinkie's hair deflated and it became lifeless and flat. "Aw..."

Sunset just responded by giving a pat on Pinkie's shoulder, and she hit the button to play the video. Rarity, Rainbow Dash, Bumblebee, and Sideswipe gathered around behind Sunset to take a look at the video as well.

As it played, they were looking through the camera mounted on Fluttershy's shoulder which captured ahead of them and a side of Fluttershy's head. They watched her frantically run down the hallway, trying to find out where Rainbow Dash and Sideswipe went, but she just kept running through dark hallways. She made a left turn looking at a dark hallway, and they listened to her freak out and they saw her pull out her gun. But from what all 6 of them were seeing, they were looking at... nothing. There wasn't anything in front of the camera that stood out, there wasn't anything scary for them to look at. It was almost as if Fluttershy was freaking out at... nothing.

The video continued, and they listened to Fluttershy start to choke and cough heavily, and without warning the camera leaned on its side and Fluttershy's entire body fell to the ground, knocked out. But the camera still kept going.

Sunset's finger hit the stop button and the group backed away from the video to look at one another.

"None of you guys saw anything, did you?" Sunset asked.

Everyone shook their heads no.

"If that's what happened with Fluttershy, then its probably what happened with Twilight and Applejack."

"But why would Fluttershy be freaking out over nothing?" Rainbow asked.

Everyone stopped for a moment to think about it. The idea still didn't make any sense to them. But what if, it wasn't something that they couldn't see... but only they could see it?

"Wait. What if we can't see it? Maybe that's the problem. They can see it, but we can't." Pinkie said with a serious voice.

The idea was possible, but still very questionable.

"But what could they be seeing that was freaking them out?" Rarity asked.

"Well, Applejack freaked out and said she was looking at a real life gallows set up on the stage, but I didn't see anything. And when she turned around she was yelling and saying someone was in there with her. And she kept wasting her bullet shells." Sunset replied.

Pinkie and Rarity's eyes widened. A gallows?

"Wait a minute darling, Applejack was just telling us about how much she was terrified of the hangman from that film she saw... and I remember, in that film, the students play performance had set up a gallows but with how they set it up, it was a real gallows." Rarity said. She thought for a moment and came to a startiling realization. "Maybe Applejack was seeing the hangman from that film..."

"But that's not possible. That's just a movie. And how does that add up with the Shadowbot. Wait, hang on. Bumblebee, Sideswipe, does the Shadowbot give off hallucinations?"

Both of them shrugged.

"We don't know about that though. We only know so much," Bumblebee replied.

"Even if it did give off hallucinations, I don't think our advanced technological brains would see it." Sideswipe said.

"But what's making us see these things?" Sunset asked.

No one had any idea. They didn't have any idea or any knowledge of something they could have come across that would be the source of their virtual realities. Rainbow however paused for a moment and her eyes bulged out of her head in the mask. She just remembered something.

"Oh my gosh, I almost forgot! Sideswipe and I ran into that Shadowbot!"

"Are you two alright?" Rarity asked sounding concerned.

"We're fine, but we still don't know who that Shadowbot is." Rainbow groaned. "Anyone have any guesses?"

"Maybe an Autobot that was captured and experimented on?" Rarity asked.

"A deformed Decepticon risen from the dead?" Sunset asked.

"An entity from Equestria that's possessed one of our allies and won't stop until we're all dead?" Bumblebee asked.

"One of our relatives who died before but is now back to haunt us?" Pinkie said as she zoomed up in Sideswipe's face. Sideswipe looked less than amused.

"Pinkie. May I ask you kindly, to please back away from my face?" Sideswipe said with a cold stare.

"Oki-doki-loki!"

Once it was calmed down, Sunset spoke up.

"Did you find any weaknesses on it? Anything we can use against it?" Sunset asked.

Rainbow shook her head.

Sunset groaned. Not only did they just lose another ally, but they still had no idea on who this entity was.

Later that night, the remaining 6 continued to do patrols. However, this time, Sunset joined the patroling. She had enough of just sitting on her butt in a rolling chair staring at a monitor. She wanted to actually get out and do something instead of nothing and be useless. She ended up walking with Rarity, while Bumblebee partnered up with Pinkie Pie, and Sideswipe continued to stay partnered up with Rainbow Dash.

Sunset kept her helmet on during the walk, while Rarity kept her head unmasked as they walked.

"How do you think this thing got here?" Sunset asked.

"Maybe it crash-landed here on Earth. Or maybe it stowed away on the Autobot's vessel," Rarity shuddered, "I'd rather not think about it if its all the same to you."

"Okay. Lets just find that undead machine, take it down, and we can get out of here in time before the night's over." Sunset said.

Both of their lights shined around the dark hallways, and the cameras on their shoulders captured everything, they wanted to make sure they got every ounce of footage in case something bad happened. The lights flashed onto some display cases and they saw the trophies inside gleam with their shininess.

Both of their eyes looked ahead to see more and more of empty hallways with sets of lockers on both sides. All of them were locked up tight. But as they kept walking, they paused when they heard a large slamming noise. It sounded like something fell onto the ground.

Their bodies zoomed to turn around and look behind them to see if there was anything there. There was nothing. No signs of anything were shown, and no indication of evil was revealed. More sounds erupted, and they stayed silent to listen to them.

They heard sounds of gigantic footsteps, like something huge was walking. The sounds were becoming bigger, and bigger, and bigger... until the sounds suddenly stopped. Both of them froze in place, unsure of where the source was and kept their ears open to listen for the sounds. Nothing.

But a booming snarl got their attention. They slowly turned around to look that behind them, standing near the window exposed to the moon light from outside, was the Shadowbot.

Both of them stood in position ready to fight, and loaded their weapons. The monster let out a giant roar and charged towards Rarity and Sunset. The two girls fired off their guns faster than speeding bullet, but the shots weren't doing anything to the monster. It just kept running towards them, brushing off the laser shells that flung towards it. Even worse, it began to run on all fours like a panther, and it made a leap into the air and pounced onto Sunset, pinning her arms to the ground, letting out a bigger roar.

Sunset struggled against the monster's giant like strength. "Rarity, get help! I can handle him for a while, but not for long! Now!"

"But Sunset, maybe I can--"

"NOW!"

Rarity didn't argue back and instead did what Sunset said and ran to go get help while Sunset kept struggling against the Shadowbot. She kept trying to move her arms, but the monster was too strong and kept her pinned down. But the sight of the thing was scary enough on its own.

"What are you!? What are you!?" Sunset yelled in fear.

Rarity ran down some more hallways to find out where the others are, but she couldn't find them.

"Rainbow Dash! Bumblebee! Pinkie Pie! Sideswipe! Please!" Rarity cried.

She looked around of where she was, but she couldn't see anyone. Not sure of what to do, she kept on running down more and more halls, the sound of her metal suit hitting the ground echoing through the hallways.

She made another turn and opened up a set of double doors leading herself into the cafeteria. The chairs were all neatly stacked on top of the tables, and the entire ground was gleaming. It was completely void of any mess or disgusting food on the ground. Rarity's head slowly panned the room, making sure there wasn't any sight of anything evil while she continued to breathe heavily and sweat ran down her head. She was just out of breath.

Her body turned around towards another set of tables, but another sound got her attention. Metallic clanking got her attention. She moved her body towards the opened up double doors and noticed something else. A pair of red eyes were glowing inside of the doors, as well as a maniacal laughter. The figure emerged out of the shadows, revealing a red and grayish looking Cybertronian, but there was a purple Decepticon logo embezzled on his chest easy to see, there were car doors on the side of his arms, tires were hanging on his back, and the figure's jaw was gaping wide with sharp fangs, and his eyes were black voids.

"K-Knockout... no..." Rarity whispered.

"Do you really think I would stay with the Autobots? You all are nothing to me... You are nothing to me Rarity..."

Just like the others who had fallen, Rarity began losing her own vision. The images appearing before her were too much and the amount of fear they had on them were enough to make Rarity lose it, Her vision became blurry, the sounds were silencing around her, and she started choking. Before she knew it, everything around her went black and her body fell to the ground.

"Sunset! Rarity!" Bumblebee and Pinkie yelled.

The two of them kept running down the hallways trying to get to Sunset and Rarity's location, but alas they couldn't find any sign of them. But the roadblock in the way had slowed them down in shock. With the moonlight from the window, they could see something in the light that wasn't a pretty sight. There was the sight of Sunset Shimmer's Headmaster helmet piece on the ground,

Pinkie moved over quickly and picked up the helmet to get a better look at it. It appeared to have a bit of purple fluid sticking to the top of the helmet. Scared out of their minds, Pinkie and Bumblebee ran off again to look for Rarity.

"Rarity!" They both yelled.

Their feet pounded against the concrete floor until they met the tile floors of the cafeteria. They gasped when they found Rarity knocked out on the ground.

"Aw! Now Rarity's axed off! I thought she was gonna make it!" Pinkie complained.

They ran over to where she was and they flipped her over onto her back so they were looking at her face and front of her body. She appeared to have no damage on her.

"Well, we know one thing. The Shadowbot's probably run off with Sunset, and Rarity probably had another hallucination."

Pinkie's lips began trembling and her hair went from puffed up and energetic to flat and limp. "W-what do we do?"

Bumblebee pat Pinkie's shoulder. "I don't know. But I know this. If we don't stop this thing soon, we're all gonna be gone by morning."

The two of them just looked back at Rarity's cold body. At least she wasn't dead. But they could only pray that Sunset was okay...

Author's Note

Apologies for this being rushed. While I'm not going to spoil anything, I will say this. The monster will probably be revealed in the next chapter.

Veil Of Shadows

With Rarity joining the pile of the fallen allies and Sunset now missing, things were taking a turn for the worse. Now, only four remained. And they were determined to put an end to that demon once and for all. They weren't going to back down, they weren't going to take any chances. It was time.

Their footsteps pounded against the floor as they ran down the hallways once again, trying to find where it had gone. Alas, the darkness inside didn't help their situation much.

"Can't we turn the power on? The Shadowbots hate the light," Bumblebee asked.

"As far as we know in our sweep, we've tried to turn on the lights. But we didn't have any luck in doing so," Sideswipe said.

"Even when we do, they keep shorting out," Rainbow replied.

They made another turn and found themselves standing in the main entrance of the school, all shining in the moonlight from the windows.

"Okay, new change in plan. We need to find Sunset first, before we do anything about the monster," Sideswipe said.

"But where could they go? She could be anywhere in this school," Pinkie asked.

"Then I guess use trackers to detect her, or try and detect her Headmaster suit, I know that's the best thing we can find."

Everyone nodded and looked at their wrists. Each one of them had a keypad along with a mini radar screen so they could try and detect anything that was either moving, or living. Everyone kept moving their heads up in the hallways looking around and back down on their wrists, listening to the flat silence of their radars. They were sending out waves on the screen to detect anything in sight, but there wasn't anything to be found. The only objects appearing on their screens were blue diamonds that were clearly all of them.

"Why didn't we take these things out before? These could have been really helpful and we could have caught that thing," Bumblebee asked.

"Maybe because someone out there watching us didn't contemplate using those?" Pinkie winked.

The group just stared at Pinkie with a hint of awkwardness. But Rainbow just raised a hand up and had her eyes closed, trying to relax.

"Its Pinkie Pie, don't question it," Rainbow said.

Everyone just shrugged and kept on moving. Their lights kept bouncing off of shiny objects in the hallways, and they were moving along brightening their surroundings.

But suddenly, a sound got their attention. A small quiet beeping noise. It sounded like their trackers were going off.

They looked at their arms, and they saw a blue dot going off on the trackers. It was just a few inches ahead of them and it was sending sound waves that were spreading out.

The group looked at one another and gave each other small nods. They slowly moved towards where the dot was and they found its location. They looked up, but when they did, they had looks of confusion. They were at were Sunset's tracker was going, but she wasn't anywhere in sight. She wasn't in the hallways.

"That can't be right, it says she's right here," Rainbow said as she looked back up to look at the ground, and then back towards her metallic device.

"Maybe its not on the ground?" Pinkie asked as she looked up at the ceiling.

She turned her head to the left and found a ceiling vent. She made a jump up, grabbing onto top of the vent, and pulling the hatch off making it fall to the ground with a clank. She made another jump and clenched onto the sides, climbing up while the other three stayed in the hallways.

They listened to Pinkie's body move around in the vents, making giant noises as she moved. But they heard a gasp from the vent. That wasn't a good sign.

"Pinkie! Are you okay?" Rainbow yelled.

"Yeah I'm fine. But its a mess in here! There's old sandwiches, and there's one, two, no three rats in here. Ew, they smell." Pinkie said.

"Okay, but do you see Sunset?"

"Hang on, I found her legs." Pinkie said. "I'm pulling her out now."

Everyone listened to her wiggling around in the vent, and they watched as her feet stuck out from the ceiling. Soon enough, she began wiggling her way out of the vent and came down with Sunset falling behind and slamming against the ground on her back. Luckily she was out cold.

"Ooh... she's gonna feel that in the morning." Pinkie winced.

She moved over and put her head near her chest to listen for a heartbeat and gave a sigh of relief. "She's fine."

Everyone sighed.

"But why was she in the vents?"

No one knew why she was in the vents. But the only guess that they could give was that she was running for her own life from the Shadowbot. And who could blame her? But they did find something on her that was still okay. The camera on her shoulder was still intact and stable.

Pinkie gasped when she saw it and began jumping up and down in excitement.

"She still has the camera!" Pinkie said jumping up and down with a spring in her step.

Everyone looked at each other with smiles on their faces.

"Then lets get her over to our small little security room and see what she saw," Sideswipe said.

Bumblebee moved over and picked her up, and so the group began to walk back to their main control room. Since the camera was still intact on her shoulder, maybe they could see what happened with her.

The group removed the camera off of Sunset's shoulder and they put in the data chip into the computer. Pinkie frantically typed in the keys to look for the file and she found it. With a big grin on her face, she planted herself into the rolling chair making a few spins and stopped when her finger finally hit the play button. Sideswipe, Bumblebee, and Rainbow Dash stood from behind to see the video.

The video showed Sunset continuing to engage in her battle with the Shadowbot. Its talons grab at Sunset's head, revealing the metallic helmet removed and tossed to the side.The monster then kept trying to grab at Sunset's face, but Sunset using her strength in the metal suit managed to fight off the entity. She held her arm in a position and kept her fist down so that the three barrels could fire off laser shots towards the monster entity. The monster then fell to his hands and knees and breathed heavily.

Unsure of what to do, Sunset slowly backed away in case it was gonna rise back up.

"Kill me... Kill me...." the Shadowbot moaned.

"W-what? Why?" Sunset sputtered.

"Now.... kill me!"

Sunset wasn't sure of why it wanted to be dead, but she wanted it dead just as much. The choice was clear, and she continued to shoot more rounds into its body. After suffering more shots, it began to back off from Sunset and made a roaring noise making the camera vibrate and shake up, making its vision a little hard to focus on. With a snarling mouth drooling more purple fluid, it ran off into the hallway shadows, disappearing once again.

Sunset groaned in annoyance as the monster ran off again. She pulled a gun out and the camera got a perfect shot of her twirling the weapon until she held it right in her fist. She stood for a moment until she gasped.

"Megatron..."

Sunset began slowly backing away from the hallway and she held both hands onto the gun, getting ready to shoot.

"But I thought you were dead!"

Everyone stared at each other with confusion, but then realizing that nothing was there, they nodded to one another. Sunset had suffered hallucinations just like everyone else.

"No... no... no! NO!" Sunset yelled. She quickly zoomed over to a vent and pulled the top up and climbed up into the vent, before turning around and pulling the bottom up to close the hatch. She started crawling through the dark vents trying to find a place to go, but just like the others, she began coughing and wheezing. She too had succumbed to the effects as well, and soon enough the camera just drooped down onto its side and it didn't move anywhere else. Sunset, had passed out.

The video stopped and Rainbow scrunched her face groaning in annoyance. Now Sunset was out, and only the four of them were left to finish the job.

"We're all that's left," Rainbow said as she sighed.

Bumblebee began pacing back and forth, scratching his chin, hunched over, trying to think.

"What to do, what to do, what to do, what to do..." Bumblebee puzzled.

"Well we can't catch it, we know that," Sideswipe said as his hand hit his side.

"And we can't shoot it down. Its too dark to see anything," Pinkie replied.

Everyone thought, and thought, and thought, but Sideswipe snapped his fingers. "I have an idea. Its a little stupid, but I think it might work," Sideswipe said with a smile.

"What's so stupid about it?" Pinkie asked with a grin.

"Well, you know those things spread onto Cybertronians?"

Everyone nodded and affirming grunts.

"Well, just hear me out on this..."

Later that night, Bumblebee and Rainbow found themselves walking backwards in a hallway, dropping itty bitty pieces of Energon. Its purple glow was enough to attract attention.

"This isn't going to work." Rainbow complained as she rolled her eyes.

"Why didn't you say so before?" Bumblebee asked.

"I did say so before Bumblebee. I even typed it up in capital letters on the computer to get Sideswipe's attention but even that didn't get his attention." Rainbow said.

The two of them kept moving down more and more hallways dumping more and more chunks of Energon.

Over with Sideswipe, he stood in the middle of the main entrance, exposed under the light from the window. In his hands, he had an Energon cube that wasn't in chunks, but was a complete piece. And just ahead of them were the little chunks all set up in a path that were supposed to lead directly to him.

Sideswipe cleared his throat. "Okay Shadowbot. I know you probably don't have a lot of intelligence, but you clearly have intelligence if you managed to take all of us out. I'm here. I am willing to surrender some Energon for you."

Sideswipe paused for a moment and stopped to think. What was he doing? This was a stupid idea.

"Sideswipe, you know that's kind of a stupid way to get the monster's attention right," Rainbow asked on the com link.

Sideswipe rolled his eyes in the back of his head. "Rainbow, I don't see any other solution to get this thing. Besides, I'll send you guys a silent alarm for when that thing's actually near. You've got the Energon all out, right?"

"Yep. Just keep us alert in case the Shadowbot comes around."

"Will do. Over and out." Sideswipe finished.

He stood in silence, waiting for the Shadowbot to come around and attack him. But he wasn't seeing anything. The monster wasn't in sight, there weren't any purple glows, and there wasn't anyone trapped in darkness. There wasn't even a sound. The only sounds Sideswipe heard were his feet tapping against the ground and his own servos moving as he kept moving his body around trying to survey his surroundings.

"Well this is boring."

He put the Energon cube on the ground and he pulled out his gun. He shined a light going all around the entrance to see if anything was near. Just another hallway, some display cases, a few banners of their school team, a hallway with a demonic monster staring at him, more display cases, wait. He pulled the light back around and found the Shadowbot standing in the hallway, slowly stomping his way towards him.

"You..." Sideswipe hissed.

"K-kill me... kill me..."

Sideswipe paused and his mouth opened slightly and he raised a brow.

"Why are you asking to be killed?"

The Shadowbot winced his eyes as he stared onto Sideswipe, drooling more purple fluid from his mouth.

"Ew..." Sideswipe cringed.

"I was used..f-for a Decepticon ex-experiment... I... I've been on the run f-for years... But I've spread more plagues... no Autobot or Decepticon is safe from me..." The Shadowbot tried to say, stuttering in between. "But then... one pitiful day... I got myself locked in a cryo-freezer... locked up on your own ship... heading onto this, planet..." His eyes looked like he was in pain, and he kept breathing heavily. Sideswipe almost felt sympathy for him. For five seconds.

"And wherever I go, my lust... my anger... my hunger for Autobot and Decepticon metal and Energon... it continues to grow..." The Shadowbot chuckled.

Sideswipe kept his gun at the ready, waiting for the Shadowbot to make a move. But the undead warrior finally speaking to him was sparking his interest.

"But wh-who are you?"

The Shadowbot blinked for a few moments, as it continued to stare on.

"I'm afraid, you don't want to know... You cannot handle the pain... the anger... the sadness... you can't handle the truth...." The Shadowbot said.

Sideswipe raised a brow.

"What are you talking about?" Sideswipe asked.

"Don't worry... you wouldn't want to know. All I can ask, is that you... kill me..." The Shadowbot. "Before..."

The monster stayed silent, as it held onto his chest looking like he was trying not to cough up anything. The silence made Sideswipe worry.

"Before what?" Sideswipe quaked.

The Shadowbot moved itself back up on its feet, and his eyes turned from sadness and pained to anger and fury.

"Before I finish you off..."

Sideswipe immediately stood into a ready stance and held his ground. The Shadowbot began to stomp towards Sideswipe with his talons at the ready. It roared a battle roar and Sideswipe threw the first punch, going across his face. The monster fell to the left landing on its shoulder and fell onto its back. Sideswipe shined a light onto the monstrosity, but he still didn't get any good light on it. It was completely covered in shadow.

"Okay, its time you stop being covered in shadow," Sideswipe said.

He ran towards the down bot and pulled him up into the air, grabbing it by the throat. The monster however, kept fighting back, struggling against Sideswipe's hand.

The healthy Autobot held his gun at the Shadowbot's chest and pulled the trigger, letting a few rounds hit him. The Shadowbot moaned in pain and it made a kick onto Sideswipe's chest making him fall to the ground. He got back up onto his feet and saw a part of the Shadowbot's chest was on fire, and suddenly something unexpected happened. Suddenly, the darkness around the figure vanished. No longer concealed by the shadows, the figure was completely visible. But even in the darkness of the school, it was still hard to see it.

"Just because I'm no longer in shadow, doesn't mean you can't defeat me..."

Sideswipe backed away and tried to reload his gun quickly. It wouldn't be good if that thing got back up before him.

"Oh sweet Sideswipe, you think you can defeat me... but you should know, there's no beating my Dark Energon fueled power!" The Shadowbot roared as he stood on one knee, clutching his chest.

The monster went back onto his feet, and began stomping towards Sideswipe. Sideswipe just held his gun at the ready and kept firing more and more shots. One eye closed as he held the gun to his face to lock on target. He pulled more and more shots knocking the Shadowbot to the ground. It was almost too easy.

Sideswipe just kept a smug look on his face. He walked over to the dark spot and grabbed the Shadowbot by the feet. He began to pick up speed, and he moved around in circles and circles, spinning the zombie around. Once he finally reached a perfect momentum, he let go, watching the Shadowbot bounce on the ground landing on his chest, only slightly exposed underneath the moon light.

Sideswipe loaded up his gun now that he had the time and began walking towards it. He stood in the center under the moonlight and watched as the Shadowbot move itself back up, onto his hands and knees.

"Before I kill you like you've demanded me to do, I want to take one look at your face. I've got to know who I'm shooting," Sideswipe said.

The Shadowbot growled as he looked back. Sideswipe's light on his chest flickered on, shining on the Shadowbot, exposing his true look. But what Sideswipe got, wasn't what he expected. It couldn't have been... it was impossible.

A few details Sideswipe noticed was his chest was shaped like the top of a car, with small windows on the sides and below. His body had a majority of yellow coloring on it, his head was colored in black with a gray face, and two spots of yellow on the side of it. What terrified him most was that face... that face that was clearly demonic had a little bit of a resemblence to him.

Sideswipe let out a huge gasp and he backed away. He dropped his gun, his eyes widened, and his jaw dropped. It couldn't be... it shouldn't be...

The Shadowbot just stared at Sideswipe's traumatized face and got back up on his feet. It began to walk towards him but stopped when he felt something small hit his foot. He looked below and kicked Sideswipe's gun which slided across the ground over to his feet.

"F-finish me... now... its the only way..." The Shadowbot moaned.

Sideswipe shook his head fast. "No... I can't... I won't! I can't do it!"

"You will, or you'll be infected like me!" The Shadowbot screeched.

It began to run towards Sideswipe but stopped when he felt the sting of lasers hitting his sides. He turned his head and looked to see Rainbow, Bumblebee and Pinkie Pie charging their way at him all blasting their guns at him.

The three of them stood in places, surrounding the Shadowbot and they kept their guns pointed at him. Their eyes were furious and their mouths were sneering.

"Sideswipe, I'd shoot that thing now if I were you," Rainbow said.

Sideswipe looked back at Rainbow. He looked distressed out of his mind. He slowly backed away, and the others looked at each other confused.

"Sideswipe, what are you doing, lets just finish this!" Bumblebee yelled.

"No... I... I can't!" Sideswipe pleaded.

"Just do it and we'll get out of here!" Rainbow said.

Sideswipe didn't know what to do. His friends were all standing there and they were counting on him to finish him off. But he couldn't. He didn't have the guts to shoot him. He couldn't do it. Not to... him.

Not thinking of what to do, he panicked and opened up his hand, allowing the gun to drop to the ground. He just let a whimper and backed away from the monster.

Rainbow just groaned and fired more shots onto the Shadowbot, not taking any chances. The Shadowbot moaned in pain from all of the shells and lasers hitting him and fell to the ground. He wanted to fight back, but he was in no condition to fight. So he made the only choice he could make, he began running on all fours and moved like a panther down the hallways, disappearing again. Once he was gone, Rainbow grunted in annoyance. She couldn't even believe that Sideswipe, a brave and loyal Autobot was now terrified of that thing.

"Sideswipe! Why didn't you do anything?"

Sideswipe's eyes looked heavy with pain, and his hands began shaking. Rainbow's face then crept with sympathy.

"Sideswipe? What's wrong? Are you okay?" Rainbow asked as she pat a hand on his shoulder.

Sideswipe's body just hit the back of the wall, and he slid down, landing on his skidplate. His legs pulled up, and his arms clenched around his knees.

"Wow Sideswipe. You look pretty stressed out." Pinkie said sounding worried.

Sideswipe, not looking at any of them gave a small nod. Soon Rainbow, Pinkie, and Bumblebee moved close and sat near him, trying to look at his face.

"Are you hurt?"

Sideswipe looked back up at Rainbow and shook his head.

"Did that Transformer bite you?"

Sideswipe shook his head again.

"Well, what's wrong?"

Sideswipe's hands were shaking, and he felt pain. That very bot that he looked at, that same face... he wish it wasn't him. Out of all of the Autobots that the Cybertronian zombie could be, it had to be him.

"I...I-I know, who the Shadowbot is." Sideswipe said.

"Well that's great, who is it?" Rainbow asked.

Sideswipe looked at Rainbow somberly, biting his lips.

"Its... Its..."

"Who?"

Sideswipe looked at Rainbow Dash, with a complete look of attention. His eyes were beginning to water in pain. He could barely get himself to say that name. The name that he believed should never be spoken about...

"M-My brother... Sunstreaker..."

Author's Note

Okay. So the plot twist has been revealed. What do you guys think? Good? Bad? Saw it coming from a mile away?

Also I need this question answered, do you guys think I should mark this fic with a rated T just based on some of the content in it?

The Truth

Everyone was back in the practice room again, everyone sat on the ground, all gathered close to Sideswipe who was still looking traumatized by the whole thing. He still couldn't accept the fact that... that bot, him. He was their monster. He was the bot they were all fighting.

"What do you mean that's Sunstreaker?", Rainbow asked as offered Sideswipe a cup with oil in it.

Sideswipe accepted the drink from Rainbow Dash, and he took a sip, hand still shaking up, making more clanking noises.

"I mean, i-its S-Sunstreaker," Sideswipe replied, still stuttering. The image alone had left its scar on him.

"Who's Sunstreaker?" Pinkie asked sipping on a cup of hot chocolate she brewed for her and Rainbow Dash.

Sideswipe looked back at Pinkie with a sad face, and he looked at Rainbow. He made a head tilt, gesturing Rainbow to explain.

Rainbow sighed, "Sunstreaker is Sideswipe's brother."

Pinkie gasped.

"But, Sideswipe, I thought you said he didn't make it," Bumblebee asked.

"He didn't. At least, I thought he didn't..." Sideswipe said. "Maybe I should tell you everything I before I lost him. Before I ever joined the Autobots, my brother and I were looking around the ruins of one of the battles. We were hungry, alone, and we were desperate for food, so we were trying to find some Energon cubes for us to feed on. We found a huge stockpile of them, but the Decepticons caught us before we could make the jump. They set off an explosion, which both of us were knocked out. And I remember us being detained..."

Sideswipe's eyes opened up to a bit of a bright light, making him wince a bit.

"Agh, man... wait, where am I?" Sideswipe said.

His head looked around to see what was near. The first bit of sight was his arms chained and holding him in the air, like he was hanging off the ground. He tried moving his arms but he had no luck, followed by a few grunts. He looked down and found his feet were also chained up tight.

Sideswipe looked around some more and found a table off the side that had torture devices on them. All of them looking like they're ready to snap, trap, zap, lock, shock, or even slice open a bot, making him gasp in fear.

Sideswipe panicked and tried breaking himself out but he still had no luck.

"Don't try to break free Autobot. Those restraints are impossible to break out of." A female voice chuckled. Out of the shadows, a female Decepticon with a mostly blocky body build, a black mask over her eyes, pink lips, and cockpit like chest walked into the light.

"C-Crasher..." Sideswipe shivered. He never wanted to meet this Decepticon.

"Word of advice my red friend... make yourself comfortable--"

Sideswipe said nothing. Her words felt like a pound into his spark.

Crasher moved closer and her hand grabbed onto Sideswipe's face as she examined him.

"You're going to be here for a while." Crasher chuckled.

She let go and walked back over to the bench where the torture tools were at.

"You know, for an Autobot, your resistance is quite impressive. In fact, I'm guessing that no matter what I do to you, you'll never crack. Am I right?"

Sideswipe didn't say a word but instead kept looking to the ground, unconvinced and fearless.

"I have nothing to tell you! I'm not an Autobot, and I don't even know what you're talking about!"

"Oh, sure you aren't...", Crasher smirked before looking to the left.

Sideswipe heard some doors open up revealing some Decepticon soldiers walk in with another Autobot. Sideswipe looked to see who it was and his heart sank into the pits of his stomach when he got a good look. Beaten up, blackened, hurt, and scared, hanging was only a face he loved.

"Sunstreaker?" Sideswipe murmured.

Sunstreaker didn't say a word but instead moan in pain. The Decepticons raised him up and placed shackles around his arms, and electricity sparks surged into the shackles, raising him up at the same height his brother was.

"What did you do to him?" Sideswipe growled.

"Oh nothing... yet." Crasher said giving an evil look to him. "Just tell me what I want to know, or, well..." Crasher paused, "You're a smart kid. I think you can imagine what happens to Sunstreaker, next."

"I don't know what you want! I don't have any information or anything on me!" Sideswipe yelled.

Crasher said nothing, but instead slowly began walking towards Sunstreaker.

"Don't! Please! I swear upon the Allspark, its true! Leave him alone! If you want someone to torture, torture me! Just don't hurt him!" Sideswipe pleaded as he kept on shaking, trying to get freed.

The Decepticon Crasher turned her head back and smiled without any pity. She readied a laser saw in her hand, which began charging up and whirring.

"No... please...!" Sideswipe cried.

Crasher got ready to swing. Sideswipe's eyes watered in fear, she couldn't be doing what he thinks she's doing. Crasher pulled her arm back, and then one swing, the laser saw swiped across Sunstreaker's chest, making a perfect shot into his heart, killing him instantly.

"SUNSTREAKER!!!!"

Sideswipe squirmed even more, trying to get himself free of his restraints, but he had no luck. But he couldn't just stay held as a hostage. He had to get free, he had to stop her before he was next...

Crasher examined Sunstreaker's chest and the spots that she had made the swipes and chuckled.

"A perfect incision..." Crasher turned around and smirked deviously towards a whimpering Sideswipe. "Geeper, Tank, take him to Shockwave's laboratory. I'll finish what I've started here..."

The two Decepticons nodded and they removed Sunstreaker's body from the restraints and placed him onto a trailer flatbed. The two of them transformed into their alternate modes and they took the body with them, and Crasher watched them leave. Once the door closed, she looked back towards Sideswipe quietly whimpering over the death of his brother. She just laughed.

She walked over to a control console and hit a few buttons and switches. Sideswipe's head raised up with what little strength he had, and he could see she had contacted Shockwave.

"Shockwave, you have a test subject on your way. Tank and Jeeper are seeing to it that he makes it to you," Crasher said.

"And what of the other Cybertronian you've said you captured?"

"He's still detained. But I don't know what I must do with him," Crasher moaned.

"Finish him off. He's useless to us," Shockwave ordered. "Shockwave out."

The video feed shut off and Crasher chuckled a bit. This was gonna be her lucky day, now she was gonna kill two Autobots. She looked back at Sideswipe still whimpering, and she readied the saw blade. She was gonna take great pleasure in killing him.

"Oh don't worry dear Sideswipe, you'll join your brother, in the Allspark!"

Crasher got the saw blade ready for another swing, but stopped when she heard a large slamming sound. She turned her body around and was met with a blaster shot to the chest knocking her down to the ground. She got back up on her feet, and saw Autobots had begun charging in.

"What the!?"

Crasher looked to see how many had busted in, and snarled. There were too many of them. She couldn't fight back.

"Goodbye, Autobots!" Crasher laughed.

With no other choice, she immediately bolted for the door and didn't turn back. The Autobots just saw her run for it and the door close behind, locking up. The Autobot rescue team just put their guns away and they moved over to Sideswipe still hanging in the air from the restraints.

"Wait, I know this guy. Its Sideswipe," Bumblebee said. He waited, but Sideswipe didn't respond. Bumblebee looked to the left and saw Jazz slowly move his towards him, standing beside Bumblebee.

"Sideswipe man, come on. I know you're still alive. Are... Are you?" Jazz asked.

They waited for a sign, but they weren't getting any indication of life. But in a bitter of hope, Sideswipe raised his head up a bit, looking at Jazz and Bumblebee with sadness, lips still trembling, and eyes heavy with pain.

"You okay man? What happened? She didn't hurt you did she?" Jazz asked.

Sideswipe slowly shook his head.

"Well what happened?"

Sideswipe somberly looked at Jazz, and gazed over to the empty spot where Sunstreaker was restrained.

"Sunstreaker....He's... no more..."

Sideswipe just lowered his head down, ashamed to even look at his allies. He had suffered enough, and at that point, he just wanted to go back home. To wipe his memory clean of what he had just went through.

"They took me back to their base and offered me a chance to join them. It was there that I took a chance, and I accepted a position to work alongside them. I understood completely what the Autobots fought for, and it was there on that I dedicated myself to fighting with the Autobots, to make sure no one else suffered the same way I did," Sideswipe said.

Rainbow didn't know what to say. She had never been in a situation like this, and he was the one who suffered. What could she do?

Sideswipe looked back up and was met with Rainbow moving close and holding him in a hug, patting his back. Sideswipe moved his eyes a bit to see Rainbow's hair right up next to his face.

"Wh-What are you doing?" Sideswipe asked.

"You look like you need a hug," Rainbow said quietly.

Sideswipe didn't argue, but just rested his head on her shoulder eyes closed in pain. Rainbow gave some more pats on his back, and allowed him to rest on her shoulder for a bit. With the amount of pain he was feeling, he needed some comfort. And luckily, he had Rainbow and his remaining friends by his side. It felt warm inside knowing they were there.

Before Rainbow could say anything or even react, she felt another pair of arms go around them. She looked and saw Pinkie had joined in on the hug, and gave some more pats on Sideswipe's back.

"I'm so sorry Sideswipe..." Pinkie cooed. "I didn't even know that's what happened to you."

Sideswipe took a moment to breathe in and out, "Its... its okay Pinkie."

After five minutes of holding him a hug, they backed away, and allowed Sideswipe to try and collect all of his thoughts.

"You gonna be okay?" Rainbow asked.

Sideswipe didn't say anything. He wasn't sure what to think. That one image alone that was the cause of his own trauma clouded his mind and his judgements. He didn't know if he would be okay or not.

"I... I should be okay. I just... just give me a moment. I got to collect all of my thoughts," Sideswipe said, scrunching his eyes closed.

Rainbow and Pinkie got back onto their feet, and they talked with Bumblebee.

"What do we do?" Bumblebee asked.

"I don't know. There isn't many of us left. But there is one idea I've got," Rainbow said scratching her chin.

"What's that?" Pinkie asked.

"We call for help. We can't handle this thing by ourselves, we need help."

"Rainbow, the communications control went down, we can't get a signal out here," Bumblebee said.

"Not from our equipment, yours."

Bumblebee stopped, "Mine?"

"You can get a signal out to the Autobots, your communications aren't busted like ours."

Bumblebee paused for a moment, "But what about Sun-", Bumblebee stopped to think about what he was saying. He didn't want to upset Sideswipe, so he cleared his throat and spoke again, "What about the Shadowbot?"

"Then I suggest you take Pinkie with you as a backup," Rainbow said sternly.

Bumblebee and Pinkie looked at one other, still concerned for what might possibly happen. As much as they didn't want to leave, they had to get help.

"Okay, we'll see about getting a signal near the entrance of the school," Bumblebee said. "You okay Pinkie?"

Pinkie just gave a nod.

"Just promise me you two will keep each other safe," Rainbow said. "I'm gonna see about getting Sideswipe back on his feet and getting our equipment to leave."

The two of them gave salutes, and they exited the practice room. They had a new mission, and they couldn't fail.

Once they left, Rainbow walked over to Sideswipe and bent her knees down to look him in the eyes. And to show some signs of friendliness, she removed her head piece so Sideswipe could see her fleshy face.

"Sideswipe?"

Sideswipe looked back up at Rainbow's face.

"I know you're dealing with a lot of issues right now, but... is there any chance you can help me get our stuff together? I could use a hand," Rainbow hesitated.

Sideswipe gave a small nod and got back on his feet, "Sure thing."

"Sweet, now lets--"

Rainbow didn't finish her sentence for she was taken by surprise and Sideswipe held her in a tight hug. Rainbow paused and patted his hands that were around her.

"Are... are you okay?"

Sideswipe looked at Rainbow's face, staring deep into her magenta eyes, and gave a weak smile.

"Rainbow... thank you," Sideswipe said, "I'm glad I have someone like you with me."

Rainbow smiled back and she gave Sideswipe another hug.

"Now lets get our stuff together. This night isn't over."

Over with Bumblebee and Pinkie, the two of them rushed down the hallways, trying to make it to the front entrance in time so that in case the Shadowbot was behind them, they'd make it there quicker. Their footsteps were so loud that they sounded like a pack of elephants were stomping through the hallways.

"What do we do if the big meanie shadow-robo finds us?" Pinkie asked.

"We just need to hold him off and get Rainbow and Sideswipe's help," Bumblebee said.

They ran down the hallways some more, and they stopped when they found themselves in the front entrance again.

"Okay, now to get a signal," Bumblebee said. His finger tapped the side of his head, trying to get ahold of any radio frequency, any signs of telecommunications, just anything to get help. It was taking an awful while for a signal to get there. So he began pacing back and forth, waiting for some signal to arrive, but he wasn't receiving anything.

"Ugh, that's not working. Pinkie do you have any suggestions?", Bumblebee asked. He waited for an answer, but he didn't hear her. In fact, she wasn't even in the main entrance. He looked around, and she wasn't anywhere to be seen.

"Dang it Pinkie..." Bumblebee moaned. "You don't leave your friends in these situations, that's rule number 1, you've talked this over with us!"

He waited to hear a sound, but eventually something got his attention. He heard the sound of... screaming? It sounded like Pinkie was screaming. And she was coughing heavily too.

"Pinkie... oh no, not you too..." Bumblebee completely forgotten that Pinkie had her helmet off the entire time, and remembering with what happened to Twilight and the others, he knew, this wasn't going to turn out well.

He immediately bolted for another set of hallways, trying to find where Pinkie went.

"Pinkie! Pinkie!!!" Bumblebee shouted. "Where are you!?"

The yellow Autobot made a turn down another set of hallways and froze. He found himself trapped in the one corridor that went nowhere. He turned around and gasped. Right in front of him, was Sunstreaker. He had fallen into a trap.

"If there's one thing we Shadowbots know... its how to trap any Cybertronian..." Sunstreaker moaned.

Bumblebee's eyes widened, and he tried backing away, but he found himself up against a wall. And Sunstreaker's zombie like form began slowly walking towards him, still moaning in pain, and purple fluid drooling from his mouth.

Bumblebee thought all hope was lost, but he remembered. His gun was right on his side. He pulled it, getting ready to make a shot, but Sunstreaker's hand grabbed onto the barrel end, and crushed it. He plucked the gun from Bumblebee's possession, and threw it behind him where it slid down into the open hallway.

Sunstreaker moved closer, and closer, and closer. Bumblebee was terrified. His fate was about to be awaited. He looked in front of him, and from what he saw, sharp fangs emerged from Sunstreaker's mouth, and his jaw widened a great length. A metallic snake like tongue began swaying from side to side, with a little clamping electro shocker at the very end of it.

Bumblebee hyperventilated. He wished it wasn't coming to this.

He heard a hissing noise from the zombie-fied Transformer as its tongue wiggled and writhed towards the small Autobot. The last sound that was ever made in the hallway, was Bumblebee's scream in terror, and then, it was silent.

Author's Note

Sorry this took so long guys. Hope you enjoy it.

Break Out

Rainbow and Sideswipe kept cleaning up the room, trying to get all of their things together. Since now that they had a new plan, they needed to be prepared and get moving in time. But it wouldn't be easy since now Sunstreaker was quick on its monstrous feet, and almost all of their team was taken out, with only a few remaining.

Rainbow looked back at Sunset and the others who were all tucked into their sleeping bags, still out cold from all of the hallucinations. It still remained a mystery as to how they were going out, and what was the cause of their hallucinations.

Sideswipe looked back at the rest of the girls, and scratched his chin. It still puzzled him to no end.

"Rainbow, has Bumblebee reported back?"

Rainbow shook her head, "No. Why?"

Sideswipe stopped for a moment to think, and then looked back at Rainbow's face. "Did we set up any plan?"

"All I did was ask Bumblebee to call the Autobots for help. Why?"

"Because I have an idea. We need to lock up the building so that Sun-uh, the Shadowbot can't leave the place. If we can't catch him, then we trap him."

Rainbow thought for a moment. It seemed like an okay idea. They've tried everything else and it failed, so maybe this plan wouldn't be so bad to tackle.

"Okay, well what about our friends?", Rainbow asked, gesturing a hand to the knocked out Rainbooms and Twilight.

"Then we'll have to carry them out of the building," Sideswipe said. "Just go tell Bumblebee and Pinkie the plan, I'm gonna start getting things loaded up. And stay safe."

Rainbow grinned and she ran off down the hallway, leaving Sideswipe to get their things loaded up. Sideswipe looked around at the equipment, and then looked towards the knocked out girls. He sighed as he looked at their knocked out bodies.

"Don't worry girls. I'm gonna make sure my brother won't get away with this," Sideswipe said.

Rainbow ran towards the entrance, not stopping for a second, but she came to a pause when she heard an unusual sound. She stopped where she was and froze in sight, listening to the sound for where it came from. She tilted her head up, facing the ceiling. The source was coming from there.

Readying her gun, she got down on one knee, ready for action. She listened to the sound some more, and after an observation, she could easily figure it out. The sound of metal clanking that was right above her head sounded like someone was crawling through the ceiling vents. She followed the sounds to the open shaft, and watched as a girl with bright and colorful pink armor came falling out of the vent.

"Ow."

Rainbow's eyes widened, "Pinkie?"

Pinkie got back up on her feet in a flash grinning at Rainbow Dash, "Hey Rainbow!"

"What are you doing here, and why aren't you with Bumblebee?"

"Oh I got distracted because I thought I saw the Shadowbot down the hall, so I went to go check it out, only it wasn't the Shadowbot, but it was a really, really, really scary killer clown!"

Rainbow's jaw dropped. "That didn't scare you, or make you pass out?"

"Nope! Clowns don't scare me silly, it just looked hilarious," Pinkie chuckled.

"But wait, you saw something too? Just like--"

"Sunset with Megatron and Applejack with the hangman?" Pinkie wiggled her eyebrows.

Rainbow nodded, and scratched her chin. She looked back down more at the hallways, and then looked back at Pinkie. "Okay, we've got a new plan set. We're gonna get our friends out, and then we'll lock up the Shadowbot in the place so he can't escape."

"Oki-doki-loki!"

"And now my second question," Rainbow's hands clapped, "Where is Bumblebee?"

Pinkie stopped for a moment and looked around, and shrugged.

"I'll try contacting him," Rainbow said. She tapped a control on the touch screen on her arm, and it began dialing. Soon enough, someone picked up.

"Bumblebee here, what's up?"

"Bumblebee where are you?" Rainbow asked.

"You're not gonna believe this. I've got the Shadowbot trapped, but right now I'm trying to keep him locked up. Where are you two?"

"We're at the main entrance, we're gonna lock this place up so he can't escape," Rainbow said.

"Sounds like a plan," Bumblebee said, "Where's Sideswipe?"

"He's loading up our stuff at the practice room. Can you give a hand?"

"No problem. I'll let you girls know if the Shadowbot escapes. Bumblebee out," Bumblebee said as he hung up.

The two girls now knowing what to do, ran off to the front entrance to get it open.

Back with Sideswipe, he was still in the process of packing up all of their equipment. It was slow, but he didn't want to damage any of their expensive technology. His attention was quickly taken away as he looked to his left and saw a yellow form stand in the doorway.

"Oh Bumblebee, sweet, you're back. Did you have any luck?" Sideswipe asked.

Bumblebee didn't say a word, but he just stood there, menacingly. His eyes were set in a permanent scowl, and his lips remained in a scowl as well. Something didn't seem right...

"Bumblebee?" Sideswipe asked sounding concerned, "What's wrong?"

Bumblebee's eyes gave one flash of a dark purple, his mouth gave an evil grin, and in an instant, Sideswipe caught on.

"Oh no..."

Bumblebee pulled out a weapon, hanging from his back, and readied a sword in his hand. Sideswipe quickly moved too, and pulled out a sword on his back ready to fight. Bumblebee made a leap into the air, ready to make the first swing, and Sideswipe quickly blocked his attack. Sideswipe used his strength to push the sword away, but it wasn't enough to make Bumblebee to make another swinging attack onto Sideswipe.

The two of their swords kept clashing with one another, making loud sounds in the practice room. Their swords then met in a stand off as they kept pushing against one another, Sideswipe and Bumblebee staring at one another in fright, and fury.

"Bumblebee, come on!" Sideswipe panicked. "Its not you! Its Sunstreaker! You have to fight him!"

Bumblebee just responded by giving an evil smirk on his face, followed by his jaw lowering and an extending metallic sharp tongue swaying side to side, ready to make an electro shock. Sideswipe's eyes bulged out of his head.

"That's something I didn't need to see tonight..." Sideswipe didn't focus on it too long, for he made a quick move and kicked Bumblebee down with a foot to his chest. Seizing his chance, he made a leap over Bumblebee and began running down the halls, heading for the main entrance doors no longer barricaded, but were now open.

Sideswipe tapped the side of his ear, connecting to a signal to Rainbow and Pinkie.

"Rainbow, Pinkie, help!!!!" Sideswipe screeched.

"Sideswipe, what's wrong?" Rainbow asked.

"And did you just scream like a little girl?" Pinkie followed.

"Not now Pinkie!" Sideswipe yelled, "We've got a big problem!"

"What? What's wrong?" Rainbow asked.

"Its Bumblebee! Sunstreaker's infected Bumblebee! He just tried to attack me, and I swear he tried to lick my face!"

"Ew...", Pinkie cringed.

"But wait, he just said he locked up the Shadowbot!" Rainbow said.

"Because he's infected with evil! He can manipulate and trick you! Look, just get the doors open for us, and lock them up! We can trap them inside," Sideswipe yelled.

"Got it, over and out," Rainbow said.

Sideswipe hung up and he could hear roaring sounds coming from right behind him. From turning his head back a few times, he saw Bumblebee wasn't too far behind him.

He kept his focus on up ahead and kept on running, he wasn't gonna let him make the strike. Sideswipe made a left turn down another hall, passing by some more lockers, and just up ahead, he could see the doors were open, leading to the remains of the Wondercolt statue.

Sideswipe made a big leap out of the building landing on his chest. He pulled himself up and found Pinkie and Rainbow had locked up the doors again, and they stood ready in their Headmaster suits.

"You okay?" Pinkie asked.

"Never better Pinkie," Sideswipe said.

A big roar erupted from inside of the building, and Sideswipe quickly moved out of the way and stood with the girls, ready to fight by the side of the Wondercolt statue. Bumblebee punched through the double doors, knocking them down. His zombie-fied form appeared from the doors, this time running on his hands and legs, much like a cheetah. His head icily stared on towards the remaining three and gave a snarl.

"Oh boy, this is bad..." Pinkie said.

"You think!?" Rainbow and Sideswipe yelled.

Bumblebee slowly got up back onto his feet, but stayed hunched over, snarling like a wolf. His feet slowly made steps down the few stairs, and he readied his hands, which now possessed talons.

"Bumblebee... come on... speak to me!" Sideswipe yelled. "I know you're still in there! But you've to fight Sunstreaker's control!"

The possessed Bumblebee just gave a smirk, "There is no Bumblebee... Bumblebee is not here, and he can't help you now!!!"

Bumblebee made a leap, trying to make a swipe onto Sideswipe's chest with his talons. Sideswipe luckily made a quick move and got out of the way before Bumblebee could make the jump, and watched as Bumblebee fell flat on his face.

Bumblebee got back up on his feet, and turned around to make another move, but was met with Sideswipe throwing a punch across his face, and kicking him in the chest knocking him back down again.

"I really hope he doesn't remember that when he gets back to normal," Sideswipe said with worry.

Rainbow and Pinkie readied their weapons and they shot taser lines onto Bumblebee, sending large blue paralyzing shocks onto his body. They saw blue electricity sparks zap on the outside of the lines as they transferred onto Bumblebee, making his body twitch and writhe like a snake.

The three of them were so focused on dealing with Bumblebee that they didn't even notice a green flash running up and down on Sideswipe's body, almost as if someone was scanning him.

Soon enough, a large growling noise got their attention, making them all freeze in place.

Their eyes darted back and forth, wondering where it came from.

"Did you hear that roar too, or am I finally going insane?" Sideswipe asked.

"No... I heard it too," Rainbow said.

They paused and listened again, and they heard another strange noise.

"Who just transformed?", Rainbow asked.

Everyone turned around and they listened to the sound of screeching tires hitting among the pavement. They turned their heads and they saw skid marks had been made onto the concrete sidewalk, leading onto the open road and far off into town. All of their eyes bulged out of their heads.

"Not... good," Sideswipe said.

Moving quickly, he moved to click the side of his head to access a communication network. He tapped his foot on the ground impatiently, and eventually someone answered.

"Sideswipe, report," Optimus said on the other line.

"Optimus! Listen quick because I don't know how strong the connection is. We have an identity confirmation on the Shadowbot, its Sunstreaker! I don't know how he's here on Earth, but he is here, he's a zombie, and if my calculations are correct he's on his way to your base! He's gonna infect you all! I strongly suggest evacuating the base, it won't be good if any of you are infected! Please!"

"Understood. We'll send out the alert to all Autobots to evacuate," Optimus said.

Sideswipe sighed in relief. At least the Autobots were gonna be warned about a possible zombie coming to infect them. It seemed like everyone was gonna stay alive to tell the tale. But wait... alive. Dead. Undead.

Sideswipe's jaw widened in realization, "Wait, there's something else you got to do! Get all of our undead out of there too! There's a chance they can be infected and undead again!"

Sideswipe waited for a response, but he wasn't receiving any response on the other end.

"Optimus? Please come in! Optimus!?"

He listened again, but all he received was static. His fists clenched and he stomped into the ground yelling in rage. He didn't even get the last part of the signal out.

"You think you got through to them?" Rainbow asked with concern.

Sideswipe looked back on the skid marks on the road, and his eyes followed the path of where they were going.

"I hope so Rainbow. Because if I didn't... then we're all gonna die," Sideswipe finished.

Awaken

Far out into the desert of Nevada, one lone yellow sports car drove on its own across the road, heading for one location in mind. A place out in the desert, and the main area where it could dine on.

The car itself was mostly yellow, but there were some features that stood out. The front headlights were colored red, there were several amounts of blackened cuts oozing with purple fluid, and the front windshield was colored in complete blackness.

The car slammed onto the breaks as it stood in front of the Autobot base. It could see the Ark was still in its same position as it was before when the Autobots settled their base. The car transformed into robot mode, and more purple fluid drooled from his mouth. Its feet walked into the base, looking around for any Autobot that was near, any Cybertronian just waiting to be munched on and turned into a zombie, but there wasn't anyone. There was no sight of any Autobot inside of the base.

Sunstreaker's undead corpse slowly tilted his head to the left, and then tilted to the right, looking at what was around him. Maybe they were hiding somewhere, and he just needed to dig them out.

He walked through parts of the base some more, looking for where they could be. But there wasn't any sight of them. There wasn't even any sound outside of all of the machinery still running. There were lights flashing on some of the buttons and controls and screens, but there weren't any Autobots

Sunstreaker hissed and snarled in anger, but he stopped. He smelled something in the air. He picked up the pace and moved down the base some more, and hit a button on a door that opened up an interesting place. There inside were a few vehicles that were parked. One of them was a purple motorcycle, another was a yellow helicopter, an orange and yellow big rig, a rusty old pick up truck, a blue military jet, a white Pagini, and a pinkie half-track military truck.

Sunstreaker's corpse gave an evil laugh as he gazed towards the vehicles. He stomped his feet over to the purple motorcycle and began shaking it violently, supposedly trying to get an Autobot to transform into robot mode. But as he waited for it to make a movement, it didn't do anything. Out of rage, he tossed the motorcycle onto the ground which fell into a few pieces just from how hard he smashed it.

Sunstreaker moved over to the helicopter and gave it a violent kick in the front, smashing the cockpit area. He bent the large propellers so that they couldn't spin, and he kicked the side of the helicopter which knocked it over on its side.

But before he could make another move, he heard a strange sound. The sound of a jet activating its back thrusters. Sunstreaker looked towards the blue jet and saw it was beginning to move. Taking some action, he ran towards the jet to try and make a jump on it but alas the engines burst with flames and the jet was already out of the hangar soaring up into the night sky. The amount of speed that the jet ignited was enough to make Sunstreaker fall back on his back, as his body kept bouncing among the ground trying to find something to grab onto.

Once the jet left, Sunstreaker tilted himself back up to look again. This time the pink half-track truck began activating its engine, and it sped out of the hangar due to the giant jet pack that had ignited behind. Sunstreaker couldn't find the strength in him to try and stop it. It sped on its black treds and front rubber tires out of the hangar, and made a jump down a runway, aiming for the road outside of the base.

Sunstreaker got back up on his feet and watched as the two machines were both racing back together. There could only be one reason for them going together...

He walked out of the hangar, looking again around the base, seeing what else was available to him.

"Maybe their vehicles can't help..." Sunstreaker moaned. But his head turned to the room on the right and he gave an evil smile and more purple fluid drooled from his mouth, "but maybe their undead can help..."

Sunstreaker hit a finger on a button, allowing the door to open up, and inside was an undead Transformer's heaven. In cryo-freezing chambers, all of the undead Autobots were resting inside them. All of them ripe for the picking. More purple fluid leaked onto the ground, steaming from its heat, eating through some of the floor, igniting a few sparks.

Sunstreaker hissed as he walked over to a few closed chambers and stared at some of the undead Autobots. A perfect opportunity to gain an army.

Sunstreaker using his talonized hands, ripped the tops of the cryogenic chambers, revealing a majority of the undead warriors. And with each one of them, Sunstreaker's mouth seeped a bit of purple fluid onto their bodies, which ate away at their metal and began to enter their bloodstreams.

With each one that was infected, their eyes glowed with a nasty evil purple, and their bodies arched up, looking as if they had no emotion or feel on their faces. All of them, pulled themselves out of their chambers, and stood in one giant group, and they faced Sunstreaker.

The undead corpse of Sunstreaker stared at all of them, and gave a maniacal laugh. His army had risen, awaiting for his orders, under his command.

"Shadowbots... transform!" Sunstreaker ordered.

The undead warriors followed Sunstreaker out of the base, and headed their way out of the base, kicking up dirt, leaving a trail of dust behind them.

Their engines roared a mighty roar on the open road, and they didn't stop to look back behind. They had one goal they wanted to achieve, and they weren't gonna stop. But little did any of them know that an unknown force had seen them from above. An almost bird like form, had watched them from above, and let out an ear piercing roar.

"Me no seen these Autobots before...", the figure above in the sky gasped, "Zombiebots. More zombiebots! But where zombiebots leave to? Me go!"

Back at CHS, the remaining three had managed to pull the rest of the out cold girls, and they rested them against the Wondercolt statue. They were still sound asleep. Hopefully they wouldn't be put any more danger.

"I still can't contact anyone else, looks like we're gonna be on our own for a while," Sideswipe said. "But how long is it gonna take for your Cybertronian suits to get here?"

Rainbow rolled her eyes, "We've hit the button to summon our suits five minutes ago, and your base is all the way in Nevada. Ugh, for the love of Pete..." Rainbow facepalmed.

The three of them still stood, wondering about what they should do. But their attention was taken away when they saw several vehicles coming their way. All of them were darkened and there were some giant scrapes on them, oozing with purple.

"Oh no... Girls?"

"Yeah?" Pinkie and Rainbow asked.

"I've got a bad feeling about this," Sideswipe said.

"Thank you Captain Obvious..." Rainbow grumbled.

"Don't snap at me, none of your relatives are zombies," Sideswipe said.

"Oh..." Rainbow felt guilty for what she had just said. She almost forgot that information, "Sorry."

The vehicles all began to surround them in a circle like pattern, and their engines stopped running. But their lights stayed on, with a nasty red glow. Soon, they all transformed into robot modes, revealing their forms to the three of them. Each of the zombie Autobots had several amounts of scrapes and cuts, and wounds that they still carried from their last battles with the Decepticons. And each of their eyes glowed purple, their scrapes and cuts had some purple color glowing from the inside of them. All three of them gasped when they realized who some of them were.

"Is that..." Pinkie pointed.

"Sunstreaker infected all of the Autobots that died in our last battle," Sideswipe exclaimed. His head turned around and looked to see a few familiar faces of the dead, and shuddered in fear.

"Inferno... Huffer... Gears... Skids... Windcharger... Brawn... Turbo..." Sideswipe droned off.

Soon enough, the zombie-fied Bumblebee joined in their group, snarling and moaning with everyone else.

Before the three of them could make any actions, all of the zombie Autobots turned their heads to see another pair of red lights shine in their direction. The lights moved closer and closer, and they shut off, and the Autobots immediately caught on to who they belonged. The figure transformed itself, revealing to be Sunstreaker, snarling at the remaining three.

"S-Sunstreaker?" Sideswipe whimpered.

The Shadowbot chuckled as it stared at Sideswipe, "Sunstreaker is no more Sideswipe."

Sunstreaker's jaw widened a bit, and a metallic tongue with an electro zapper on the tip front of it activating, igniting a few sparks, making them shiver in fear.

"If we don't come up with something soon... we're all dead."

Night Of The Living Dead

Sunstreaker snarled some more as he began walking towards the remaining three, tongue still swaying side to side, ready to begin an electroshock.

"Girls... if we don't make out of this alive, I just want to say thank you for helping all of us in our war. What with them defeated and Megatron's can kicked?"

"I know what you mean," Rainbow said, "And I'm sorry that Sunstreaker's the Shadowbot,"

Sunstreaker stomped closer and closer to them, and the other zombie Autobots closed the circle even more, hissing and snarling and holding their weapons up that were still loaded.

"This isn't how I want to die. Being killed by my own brother and several other of my allies that I called my brothers," Sideswipe moaned.

But soon enough, hope came to their side. The three of them listened to the sound of engines roaring, and what sounded like vehicles speeding down the roadway.

Sunstreaker stopped partway and turned around to see where the sound's origin was coming from. There behind, he could see a speeding cyan Lamborghini Countach and a pink military half track heading their way. Both of them were running at a high speed, and they weren't stopping.

"Looks like your suits have been tailored for you," Sideswipe said.

Rainbow and Pinkie made jumps in the air, and their suits began transforming. Arms folded in, legs folded behind, and their heads popped down to form heads. The cyan car ran over Sunstreaker, making him fall on his chest, and the car jumped up into the air and transformed into a body, while the head slammed on top. The pink half track made a jump too, transforming into an Autobot body and Pinkie's head component slammed on the top as well. The girls now had their complete Autobot suits, which now meant they could fight the Shadowbots.

Sunstreaker got back up on his feet, and snarled.

"Shadowbots... finish them!"

"Oh, I always wanted to say this..." Sideswipe felt a little giddy, "Autobots... ATTACK!!!"

The three unharmed Autobots began their attack on the Shadowbots, and the Shadowbots began to make their move.

Rainbow Dash made a running charge, making a pounce on a zombie, and made a ninja jump going behind the zombie, transforming into jet mode. The blue jet then activated its thrusters and began speeding down the road, taking off into the sky, leaving a trail of black dust behind.

Rainbow looked at the controls with gritting teeth and cross eyebrows. She pressed her thumb on the red button that was sticking above the controls, and lasers began firing non-stop down the road, aiming for the zombie Autobots. A few of them were met with shots, and they fell to the ground, knocked down. But it only lasted for a few seconds as they quickly got back up onto their feet and growled some more.

Rainbow's eyes just bulged out of her head, "Okay, so that didn't work, lets try something else..."

The blue jet made a turn, heading back down for the road and made a violent transformation into car mode and began racing towards their snarling mouths.

The zombie-fied Inferno looked ahead, seeing Rainbow's car speed up and Inferno made a few shots from his arm gun. The laser blasts bounced off the hood of Rainbow's car, and Rainbow didn't stop to get out of the way. She kept on charging. She made a swerve, holding both hands on the wheel as the car made a drifting turn, gliding sideways, knocking Inferno to the ground on his back. The blue car transformed and Rainbow's Headmaster suit flew back up into position.

Over with Pinkie, she had transformed her Autobot suit back into half-track mode, and she sat in the gunner's seat on the top, firing away at the Shadowbots, not letting go of the trigger, and not stopping until they stayed down. But with every Shadowbot that got shot down onto the ground, another one just got back up on their feet.

"They're indestructible!" Pinkie exclaimed.

Rainbow tried throwing some more attacks on the Shadowbots, but they too kept coming back up.

"Our weapons have no affect on them! Should we fall back?" Rainbow asked.

Sideswipe was busy, holding against a howling Skids, trying to avoid getting a slithering tongue in his face.

"No, we can handle them! We just need to take out the host, and that will stop them!" Sideswipe yelled.

Sideswipe kicked Skids in the foot, which knocked him down to the ground. Taking immediate action, Sideswipe ran over to where Pinkie stood, firing at the Shadowbots without end.

Rainbow stood at one side of the road, face to face with a snarling Sunstreaker and Bumblebee, who slowly stomped to where she stood.

"Come on Bumblebee, snap out of it! Its not you! Remember us! Remember Fluttershy!" Rainbow pleaded. She couldn't believe it. Bumblebee still wasn't giving any indication he was there.

Rainbow held her gun up high and fired some more shots, not stopping to take a breather and calm down. But Rainbow stopped firing when her eyes looked up into the sky. Something in the sky was coming down to their direction. She couldn't see very well, but she could see a few features stood out. There were wings flapping, and its eyes were illuminating blue.

The flying figure let out a roar, and it flew down even lower getting ready to soar at Sunstreaker and Bumblebee.

The figure slammed right into the backs of Bumblebee and Sunstreaker, knocking them both to the ground. It soared over Rainbow Dash, and over several more Shadowbots. All of them fell down on their backs, just from the strong current of the wind the figure carried.

Everyone stopped to look at the shadowy figure, as it landed on the top of the roof of the school. It stared down at them, and it let out a another mighty roar.

Its wings opened up and it made a leap off the roof, and in mid-air, it transformed into a robot state, landing on top of the Wondercolt statue that no longer had the giant horse on the top of it. The three remaining looked at the robot closer, and big smiles came onto their faces when they saw who it was.

The figure had gray arms, the pterodactyl wings were folded up to the back, the yellow beak head was now transformed and compacted into the blue chest while the red component on the back of the head slided back to reveal a robotic face with blue eyes.

"Swoop?" Rainbow sputtered.

Swoop clenched his fist and it pounded against his heart as he spoke with a grin on his face, "Me Swoop come to rescue!"

"Aw, yeah! We've got a Dinobot!" Rainbow made a fist pump.

Sunstreaker snarled some more, but Swoop just responded by firing a laser blast onto Sunstreaker knocking them down. The Dinobot leaped down from the statue and stood to join with the other three.

"While its not much, at least we've got another bot helping us out. Wait, how did you even know where they were?" Sideswipe asked.

"Me Swoop see odd Autobots exit base, then come to rescue pony girls and Autobots!" Swoop called out.

The Shadowbots stood together once more, and stared down at the group of four.

"Me Swoop no like Shadowbots..." Swoop snarled.

"None of us do," Rainbow replied.

But as they waited to begin an attack, they saw the Shadowbots staring and nodding at one another. They weren't making any attacks, or movements, its almost as if they knew something.

"Uh, Sideswipe? Can you run by what we know about them again?" Pinkie asked.

"Well, they're indestructible, they can only be stopped if the host is killed, and apparently they can transform into vehicle modes. That's literally all I know," Sideswipe said.

"Do they have any special skills?" Pinkie asked.

"Uh, not that I know of... But if I'm correct, usually any squad of Shadowbots will have special tricks up their sleeves" Sideswipe said. He looked back and the girls just scowled at him in the head components. Even though Sideswipe couldn't see it, he could tell just from their silence it wasn't a good look.

"I never fought those guys, I'm just remembering everything from history and from what a few Autobots explained to me!" Sideswipe protested.

The Shadowbots all howled and roared some more, and a few of them began to transform into vehicle modes. Soon the vehicles began to move into different spots among the ground.

Gears and Brawn's zombie car modes parked close to one another, and their shapes began to change. Their bodies weren't forming their robot modes, but it looked as if they were transforming into... feet.

Inferno's fire truck mode came too, and it flew up into the air, transforming into a chest and torso piece, slamming onto the legs. Windcharger and Huffer's car modes came, and they flew up, connecting onto the sides, transforming into arms. The last Autobot came up, Skids slamming on the top, transforming and revealing a head piece. It's jaw had jagged sharp teeth, its eyes were red, with black diamond shaped retinas, and there were horns on top of its head. Its hands had talons, its body was colored in black and purple, and there were a few amounts of purple glows from the dark Energon. And on its chest, a deformed purple Autobot symbol illuminated.

The group of four stared up at the monster, all gasping in shock and terror.

"You... You can't do that!" Rainbow sputtered.

They listened to Sunstreaker's possessed body make a maniacal laugh and walk towards the group, standing in front of the giant.

"You're quick to forget, aren't you, human? I control all of them to do my bidding, so if I command them to transform into a giant, they transform into a giant. Get them..." Sunstreaker moaned as he walked off.

The two Autobots stood in a fighting stance, and Pinkie and Rainbow stood in fighting stances too.

"New plan, I'll destroy the host, you guys deal with the Shadowbots," Sideswipe said.

"What!? No, I don't care if you're gonna fight Sunstreaker, I'm not gonna let you fight on your own. What if he infects you, what if you can't stop him, what... what if he kills you!? If something happened to you, I... I don't know what I'd do..." Rainbow pleaded, eyes heavy with tears.

Sideswipe looked back at Rainbow's Autobot form. As much as he wanted to handle the situation with his brother by himself, it wouldn't do very good if he was infected. Besides a little help wouldn't hurt.

"I suppose I could use a help from my partner," Sideswipe smiled.

Sideswipe looked back ahead at the giant, and then back with the rest of his group. "Pinkie, Swoop, think you can handle the Shadowbots?"

"No problem!" Pinkie smiled.

"Me Swoop ready to fly!" Swoop roared.

"Alright, looks like we've got our assignments. And that's putting an end to these Shadowbots, once and for all."

The Shadowbot giant let out a giant roar, sending soundwaves across all of Canterlot, even shaking a few trees and making a few car alarms go off.

"As Optimus Prime always said, Autobots! Transform and roll out!"

Sideswipe transformed back into car mode, Rainbow Dash's Autobot suit transformed into its jet mode, Pinkie's Autobot suit transformed into its half-track state with Pinkie Pie sitting at the gunner's seat with a crazy grin on her face, and Swoop merged back into his pterodactyl form. All of them began to charge at the Shadowbots, letting out a battle roar.

"CHARGE!!!!"

Sideswipe and Rainbow Dash zoomed right by the Shadowbot giant's foot just before it slammed into the ground, trying to squash them. The giant looked behind, noticing they weren't aiming for him. But as he turned his body back around, he was met with a giant missile launching right into the side of his face, obliterating a section of it.

It didn't stop him though, but he continued moving and was hit with more missiles going right through his body, and exploding on impact. Pinkie fired upon more missiles onto the giant's body, and saw them make more and more bigger holes. Pinkie spun around in her gunner's seat, and the barrel aimed at the left arm. Pinkie fired more laser shots at the shoulder, and the whole thing came off its body. It transformed back into its robot component, and it tried to crawl on the ground.

Pinkie got ready to load up another round, but stopped when she saw the robot's giant foot get ready for a kick. She braced herself for the impact, and soon she and the truck were both tossed into the air and slammed against the side of the school wall. The vehicle then hit the ground and then it set on fire. Pinkie tried to get back up onto her feet, but she was too dizzy from being tossed in the air.

Her legs kept wobbling, and her vision was becoming blurry.

"Swoop... girls... why are you all spinning?" Pinkie moaned. She lost all consciousness and fell to the ground, landing on her face. Swoop looked back at Pinkie in a bit of awkwardness and then stared back up at the giant who didn't look fazed at all.

"Me Swoop need new strategy..." Swoop said as he slowly backed away from the giant, bracing himself for whatever attack was next.

Sunstreaker growled at Sideswipe and Rainbow Dash as they were racing towards them.

"I have an idea! Jump on!" Rainbow shouted.

Sideswipe transformed into his car mode and jumped on top of Rainbow's jet, in a position trying to keep himself steady so he doesn't fall off. The jet soared past Sunstreaker going up into the sky, and made a circle turn around heading back down for Sunstreaker.

"Get ready to shoot!" Sideswipe yelled.

Sideswipe readied his guns and Rainbow Dash began to fire off the laser cannons down on the ground, heading for Sunstreaker's body not holding back any shots. Sideswipe fired off laser bullets from his gun as well and millions of little shells came flying off into the air as the two of them kept speeding down onto him.

But before they could even ram him, Sunstreaker grabbed onto the nosecone with his talon hands holding it up into the air while his feet kept pushing parts of the concrete road right behind his feet, which kept on piling up.

Sideswipe made a quick jump off Rainbow Dash to make a strike, and Rainbow Dash in a quick action transformed back into her robot form getting off of Sunstreaker's grasp.

Sunstreaker took the opportunity, and made a punch across Rainbow's head piece, and kicked her to the ground. He grabbed her by the legs and began spinning around and round and tossed her up into the air, and fired a laser shot up towards her Autobot body which came crashing down and landed on top of a parked car, making the alarm go off.

"Hey! No one hurts my sister!" Sideswipe yelled, and paused to realize what he had just said. Sunstreaker looked back at Sideswipe and snarled some more and an angry look came on his face.

"Sister... you call that organic flesh your sister!?"

Sideswipe was about to prepare for another attack but was met with Sunstreaker's hand clamping around his throat, sharp talons locking behind his head. Sideswipe was then forced down onto his knees, and he tried pulling Sunstreaker's arm off to get freed, but he had no luck. He was too powerful for him.

Sideswipe's eyes looked up to Sunstreaker's demonic face and whimpered, "Please... no..."

Sunstreaker just laughed, "No one is coming to save you, Sideswipe. How does it feel that your own brother is going to be the cause of your demise?"

Sunstreaker's other arm transformed into a cannon and it began to warm up. Sunstreaker held it at the side of Sideswipe's face, and Sideswipe kept struggling, trying to get free, but Sunstreaker was too strong. Soon, Sunstreaker's jaw widened as sharp teeth emerged and an extending tongue came out, swaying side to side and a purple electric shocker began to charge up.

"Goodbye Sideswipe... forever..." Sunstreaker snarled.

Author's Note

So, hope you all enjoy what I've got written.

Now if you'll excuse me, I'm gonna go see Moana. :pinkiehappy:

The Final Battle

"Goodbye Sideswipe... forever..." Sunstreaker snarled.

Sideswipe tried with all his might to get freed from Sunstreaker's hand trying to get his face away from the swaying snake like tongue, but alas he had no luck. Sunstreaker was too strong.

But a luck of hope came when Sunstreaker moaned in pain as his body moved to the side and let go of Sideswipe, allowing him to cough and breathe again.

Sideswipe looked back, and saw Rainbow Dash stomp on the ground, and stood next to Sideswipe. Sideswipe could also see Rainbow Dash's Autobot suit had some damage like some black marks, as well as scratches, and a part of the head was off, revealing Rainbow's actual head inisde.

Rainbow looked at Sideswipe and offered a hand along with a smile, "Mind if I lend a hand?"

Sideswipe accepted and he got back up on his feet, standing right beside Rainbow Dash. The two of them readied their fists, and they watched as Sunstreaker made a leap into the air, slamming onto the ground, landing back up on his feet.

Sunstreaker's head icily stared back up and snarled, as he readied his talons for battle.

"So you two aligned yourselves together... very well, you will both be annihilated."

Sideswipe and Rainbow made the first charge, heading for Sunstreaker, both wielding their weapons in their hands. The two of them fired them off at Sunstreaker, landing a few holes in his body, but it didn't shoot him down.

Sunstreaker made the next move by performing a roundhouse kick, hitting Rainbow's chest and knocking her down to the ground. Sideswipe striked back by making several punches across Sunstreaker's face, beating him senseless. Sunstreaker moved back from Sideswipe's fist, and began circling around Sideswipe. Sideswipe backed away, and he began circling too. Soon the two of them began going side to side, moving in a circle like fashion, keeping their eyes focused on one another.

"How does it feel to see your best friend hurt?" Sunstreaker asked, with a devious smirk.

Sideswipe snarled in anger, and his eyes glared at Sunstreaker.

"Oh, did I hurt your feelings? I can only imagine how much fury and hatred must be flowing through your blood..." Sunstreaker mocked.

Sideswipe made another attack, making a swipe with his sword across Sunstreaker's chest. Sunstreaker's demonic form just laughed, not looking fazed by the attack.

"Such a huge amount of shame, you couldn't even save your own brother..." Sunstreaker snarled. "But maybe you'd like to join him with the rest of the Shadowbots..."

Sideswipe responded by pulling out his gun and firing multiple shots onto Sunstreaker's chest, screaming at a high pitch in anger. This possessed had gone too far. He had pushed his buttons, he had crossed the line, Sideswipe just had enough. Sideswipe kept his hand on the trigger, firing more and more shots, not holding back.

The final shot went off, and Sunstreaker's body fell to the ground. Sideswipe reloaded another clip into the gun and he aimed it towards Sunstreaker's demonic face. But as he stared down at Sunstreaker, he saw flashes of blue go on and off, appearing in between the purple glows in the eyes. Could he be? Was he?

"Kill me.... please..." Sunstreaker moaned in pain.

Sideswipe was shocked. Sunstreaker was regaining his consciousness? But he couldn't kill him, not his own brother, not someone he lost a long time ago that gave him great pain.

"I... I can't!"

"P-please... kill me... I can't take this anymore. The darkness inside has consumed me enough... I wish to be one with the Allspark..." Sunstreaker moaned.

Sideswipe slowly backed away, "But I can't. I can't shoot my only brother! Do you know how much pain I suffered when you died? I can't kill you! I just--"

Sunstreaker interrupted by groaning more and more in pain. The nasty purple glow returned back into Sunstreaker's eyes and he fired a blast at Sideswipe's chest, knocking him to the ground. Sideswipe wheezed and groaned from the pain of the blast, it hit him right in the heart, and steam billowed from it.

The host Shadowbot got back up on his feet, and wiped away the purple fluid that had drooled down his mouth. Looking at the downed Autobot, he chuckled.

"You know your problem Sideswipe? You're too soft. You're weak. You don't have the spark to finish someone off. Just like you almost did to that Crasher girl... But lets bygones be bygones, shall we?"

Sunstreaker readied his hand cannon to aim at Sideswipe, "Goodbye Sideswipe, forever. May you join your brother in the wells of the Allspark."

Sunstreaker's arm cannon warmed up, ready to shoot, but before he could make the shot, he was met with a blaster shot to the foot, making him miss. Sunstreaker stared back to look and see a girl with cyan skin and rainbow hair, now standing with a black tank top, with the Headmaster armored legs, but no armor on the top of the chest except for the gauntlets and gloves on her arms. Her teeth gritted and her eyebrows were cross.

"Back away from my brother!" Rainbow yelled at the top of her lungs.

Sunstreaker chuckled. "You call that worthless piece of scrap your brother?"

Rainbow retaliated by firing another shot towards Sunstreaker, making him groan.

"Yes. I do. Sideswipe is one of the best things that happened to me. Ever since I met him, he's been by my side, making sure I stay safe from people like you. And now its time that I return the favor."

Rainbow just pulled the trigger some more and kept on moving ahead, not wasting any time with the shots.

"Sideswipe isn't weak, he's a strong warrior. Someone who always looks out for his friends and brothers. A true friend. And I'm not about to allow some monster from Cybertron hurt him. I'm never gonna let someone hurt him, and you aren't gonna stand in my way!"

Rainbow didn't realize it, but suddenly she saw her body began glowing a bright blue color. She felt the sides of her head, and saw that pony ears were beginning to emerge, a long rainbow ponytail extended from the back of her hair, and blue pegasus wings formed from her back.

"You want to fight, organic flesh? Then we fight!"

Rainbow's wings flapped hard, which got her body to go up into the air to meet at Sunstreaker's eye level. She readied her fists to begin, and she made a hand gesture, saying to Sunstreaker to start first. Sunstreaker smirked, and he began a running charge, and threw a first punch. Rainbow deflected the punch with her Headmaster gauntlets and she threw a punch across Sunstreaker's face, almost sending him back down on the ground.

Taking advantage of the situation, Rainbow made a kick to Sunstreaker's chest which kicked him even more. Sunstreaker just got back up on his feet and readied arm cannons. He aimed both of them at Rainbow and fired multiple shots from his arm cannons which kept on going. Rainbow just flapped her wings and flew from the bullets trajectory point. She looked back and saw Sunstreaker didn't stop, and he just kept on firing.

Rainbow turned around and soared back down at a lightning speed, with her rocket boots adding more boost. Sunstreaker readied for another attack. Rainbow Dash got closer and closer, and Sunstreaker threw a fist onto Rainbow Dash, sending her flying across the road and making her collided with the ground. She winced in pain, and slowly got back up on her feet. Sunstreaker was about to fire another shot, but he looked at Rainbow's grinning expression with confusion.

"What are you gaping at!?"

Before he could respond, he was met with someone slamming into his back, making him fall back down to the ground. Rainbow looked back up and saw Swoop had flew into their vicinity. He flew up into the air and then transformed into robot mode. He offered a hand to Rainbow, and she accepted, getting back up onto her feet.

"What happened on your end?" Rainbow asked.

"Me Swoop can't fight zombie giant. It keep rebuilding self." Swoop said, pointing ahead of them.

The two of them looked back and saw the Shadowbot giant was stomping among the ground, walking to where they stood.

"Don't worry Swoop, I've just gotta finish Sunstreaker, and you won't have to deal with that giant anymore." Rainbow said with determination.

Rainbow flew back up into the air, and tackled Sunstreaker to the ground. She activated her arm cannons and stood on Sunstreaker's chest, firing multiple shots, not resisting.

"This. Is. For. Sideswipe!!!" Rainbow yelled.

Sunstreaker moaned in pain, and Rainbow stopped to see what she was doing. She was shooting this guy without any mercy. No one of her own side would ever do that. This was going too far.

Rainbow stepped back away, realizing what she was doing and her jaw lowered in shock. But just in case, she held her arm cannons back up, keeping them aimed at Sunstreaker.

Sunstreaker moaned some more and he stared back up at Rainbow, "Go ahead... finish me off. I'm sure Sideswipe will just love it when he realizes that you finished off his only brother."

Rainbow shook her head quickly, "No... I can't! I would never do that to Sideswipe! He's suffered enough, I can't kill you!"

Sunstreaker just smirked some more, "But you know you must, you know you can't let bots like me take your planet... once we spread, we never stop taking control and spreading our plague... so... what are you gonna do?"

Rainbow tried aiming her hands at Sunstreaker, watching them continue to shake and clank, making a loud noise. She didn't know what to do. Shoot an entity that just tried to kill his best friend, or not do anything and let Sideswipe handle this?

Sunstreaker was ready to get back up on his feet, but Rainbow moved quickly and aimed her arm cannons at Sunstreaker's chest, firing non-stop. She yelled as the multiple shells went through his chest, and she didn't even look to see the amount of damage she was causing.

Once she opened her eyes, she looked to see what she had done. Sunstreaker's chest had multiple holes in them, and there were a few purple electricity sparks still going off. Rainbow looked up at the giant, and saw the purple glow in his eye fade away. She looked back at Sunstreaker's possessed body, and the purple glow began to fade away as well. In a matter of seconds, the purple glow faded away, leaving nothing but a blackened and gray body.

The giant soon came crashing down, landing on its chest, making a huge crashing noise, and making a dent in the road. The Autobots that had connected to it, transformed back into their dead lifeless corpses. And all that was standing was Rainbow Dash, trying to keep her balance, and Swoop who had witnessed the entire fight.

Rainbow's legs kept wobbling, and she kept on trying to control her balance. But all the while inside of her head, she felt a huge amount of guilt and shame. She had just killed an Autobot, someone that Sideswipe once loved, and she couldn't take it back. What if Sideswipe didn't want to stay with her anymore? What if Sideswipe yelled at her? What if Rainbow Dash was booted off from the Autobots team permanently?

The amount of pain and shame was enough to make her tumble onto the ground.

Rainbow struggled to get back up on her feet, but as she looked around, something wasn't right. Suddenly everything her started to become... blurry. Her vision was becoming fuzzy, and she started coughing heavily.

"Oh no..." Rainbow coughed in between.

Rainbow coughed some more, but stopped when a strange sight caught her vision. She saw a golden glow coming from Sunstreaker's dead body. A glowing figure looked as if they were coming out of his body, getting back up on his feet. When Rainbow rubbed her eyes some more, she gasped in realization.

"Sunstreaker..."

The ghostly figure looked at Rainbow Dash offering a friendly smile.

"Are... are... are you... you..." Rainbow sputtered. She looked to the side and saw Swoop giving a confused face. "Swoop, do you see that?"

Swoop looked in all directions showing confusion and shrugged his arms, "Me Swoop no see nothing."

Rainbow stared back at the ghostly figure in front of her, and gulped. What did this spirit want? Did it want revenge for its death? Did it have something to say?

The ghost just kept a friendly smile, and then he spoke.

"Rainbow Dash... thank you. You have freed me, from my eternal tomb. Because of you, your planet will live to see another day, because of you, my brother is now safe," The spirit spoke.

"But... but, I killed you. Sideswipe's never gonna forgive me for this," Rainbow said, as a tear went down her face.

"Easy child... Sideswipe knows you had to do what you needed to. I couldn't be helped either way. But because of your actions, I am freed from my prison, and I can now join the well of the Allsparks."

Rainbow blinked for a moment, and tilted her head, "You mean... you're going to... h-heaven?"

The ghost nodded.

"But before I join all of my brothers and sisters, I like you to promise something for me," the ghost said.

Rainbow nodded. The ghost moved forward, taking a few steps closer to Rainbow Dash and kneeled down so he was at eye level with Rainbow Dash.

"Promise me you'll look after my brother. He needs someone to look out for him. Someone loyal, tough, brave... someone he calls, a sister."

Rainbow nodded, "I promise... I promise I'll look after Sideswipe. But... but what if he doesn't want me to?" Rainbow shivered. She still wasn't sure.

"I promise you, he'll want you to look after him. He needs someone like you to take care of him," he said.

Rainbow paused to think for a moment. If the spirit of Sideswipe's once living brother said it was okay, then maybe it was okay. She gave a nod to the ghost.

The former Autobot gave a smile, "Thank you, Rainbow Dash."

The ghost moved back up onto his feet, and Rainbow watched as his golden glow walked right through Sunstreaker's body, and he looked as if he was getting ready to lie back down in the same position he had been in before. He looked back at Rainbow, and gave a salute.

"Til all are one."

Rainbow, with what strength she had left, gave a salute back. "Til... Til all...", Rainbow's vision started to darken a bit, as she was close to passing out, "Til all...are... one...."

Rainbow's vision suddenly went black, and her body fell on her back on the ground. While she was out cold with everyone else, she at least accomplished her mission and made a promise. Hopefully one she would never fail. And hopefully she would be forgiven for her actions.

Author's Note

So, the fight between them is over. And by the way, I have one last chapter left, so stay tuned for it.

Til All Are One

Rainbow's vision was slowly returning, but her eyes flinched at the amount of light that was entering her view. When her eyes fully adjusted she gasped when she found herself a hospital-like environment. Her left arm was covered in some tourniquets and she felt some bandages on her forehead. Looking at herself, she found herself wearing her normal clothes once again.

But the sight of a girl with fiery hair and orange skin entered her vision.

"Rainbow, its okay," Sunset said.

Rainbow calmed down a bit, but she was still breathing intensely.

"Wh-What... what happened?" Rainbow asked.

"You passed out like all of us," Sunset said.

"But... how did we get here?"

"Swoop called for us," Applejack said.

Rainbow looked and saw the rest of the girls were all up and they looked okay too. But there were a few details that stood out. A few of them had some bandages covering some spots on them.

"I've gotta say, I'm quite impressed Rainbow Dash. After what you've done last night, you've proven to be a true hero," Rarity said.

Rainbow's jaw lowered a bit, "What do you mean?"

"Swoop told the Autobots and all of us about you taking down the host of the Shadowbots all by yourself. You must be proud," Twilight smiled.

Pinkie froze in awkwardness and looked at Rainbow who didn't look very enthusiastic or thrilled in the slightest, especially after what she went through.

"Awwwkwward..." Pinkie said, rubbing her hand on the back of her head.

The girls noticed Rainbow wasn't showing much enthusiasim which began to concern them.

"Rainbow? How come you're not cheering or, acting excited?" Fluttershy asked.

"I'd thought you'd be glad to finally get rid of that monster," Applejack said.

Rainbow shook her head and she buried her face in her palms groaning. She looked back up to her friends, "Look, guys... I'm not excited. Because the bot I just killed was.... was..." Rainbow couldn't bring herself to say it.

"Who?" Rarity asked.

Pinkie snapped in between and interrupted, "It was Sideswipe's brother Sunstreaker!"

Everyone gasped.

"You mean you killed--"

Rainbow nodded, eyes watering in pain. She buried her face in her palms, and everyone could hear her quietly crying. She still felt horrible about what she had done the night before.

"Rainbow? Are you okay?" Sunset asked.

They listened closely, but they could easily tell she wasn't okay. Rainbow looked back up with bloodshot eyes, and tear stains going down her face.

"No... I killed someone. I killed Sideswipe's brother and now he's gonna hate me forever..." Rainbow wailed.

She buried her face back in her hands again, letting more tears out. She couldn't help herself. She felt so horrible about what she did that the very thought of her Autobot guardian abandoning her for what she did scared her senseless.

"Rainbow, darling?" Rarity interrupted.

Rainbow looked back up to see Rarity pat her shoulder, offering a friendly smile.

"I'm absolutely positive Sideswipe would never abandon you. You've saved all of us, and you stood up for him," Rarity cooed.

Rainbow wasn't sure what to think. The idea of Sideswipe leaving her still clouded her mind. But there were some other things that she hadn't thought to ask them.

"Well... what happened with the rest of the Autobots? Like Inferno and Huffer?" Rainbow asked.

"They've been transported back into their cryogenic stasis tombs, all still in one piece, still in the well of the Allsparks. At least, I think. I'm still trying to remember what Punch told me that was," Twilight said.

"W-What about Bumblebee? Is he okay?" Rainbow asked.

"Bumblebee is okay," Fluttershy smiled.

Rainbow's eyes widened a bit, "What!? I thought there was no cure for that...that..."

"Plague?," Twilight asked.

"Knockout performed some research and experiments and he had found just the elements to create a cure that restored Bumblebee to his old self again," Rarity cooed.

"In fact he's waiting in the parking lot for me and you," Fluttershy said.

Rainbow nodded, "But there's something else I need to know. All of those things that we saw. Everything that wasn't the Shadowbot, what...what was that?"

"Apparently when were locked up in the school, the Shadowbot caused a major amount to the faulty furnace in the basement. As if that wasn't bad enough, some of its dark Energon seeped through into it, and that's why all of us were seeing those scary things. The fumes that the furnace had been making had spread through the entire school, and all of us were exposed to it. The only reason some of us took so long to be knocked out was because our helmets were blocking out the toxins in the air. But the minute we took them off, we were immediately exposed."

Rainbow scratched her chin, pondering the idea. But something was wrong with that explanation.

"But wait, if that's what happened to all of us, how come Pinkie didn't have any reaction to it?"

"Rainbow, I told you I saw a freaky clown!" Pinkie grinned. "Also I might have eaten a lot of sugar and caffeine so..."

Rainbow was about to throw her arms up in protest, but she stopped. After everything that they knew about Pinkie and their adventures with her, they always kept the one thing about Pinkie in their head. Its Pinkie Pie, don't question it.

"Well, that might explain why I thought I saw Sunstreaker's ghost and Swoop couldn't see anything," Rainbow said.

"You met his ghost? Did he say anything?" Pinkie asked.

"Actually, he did say one thing. He asked me to take care of Sideswipe, and even though I promised, I... I don't think Sideswipe would want me around him anymore," Rainbow cooed, clearing more tears from her face.

The girls looked at one another with concern and worry. What could they do?

"Rainbow, uh, if you don't mind me saying... maybe you could talk to Sideswipe? Maybe tell him how you feel about that?", Fluttershy asked.

Rainbow looked back up at Fluttershy, still having the sad look on her face, "I don't know... I don't even know where he is."

"Actually, he's back at Autobot base."

Without any warning, Rainbow sprung out of the bed back up onto her feet with a serious look on her face, "Can you take me back to their base? I need to talk to him."

Fluttershy nodded, and Rainbow Dash sped off out of the room, gripping Fluttershy's shoulder, making everyone's hair blow back to the amount of speed they carried.

"Wow. She moves a lot faster when she's determined," Pinkie smiled.

Bumblebee who was now healed and completely healthy, drove the two girls all the way back to the Autobot base in Nevada. The entire ride was silent. Fluttershy tried to get Rainbow Dash to talk but she wouldn't say a word, nor did she want to say a word. Bumblebee even tried to get her to talk, but she still didn't snap out of her funk.

The yellow Volkswagon Beetle came to a stop as it made it to the front entrance. Rainbow and Fluttershy stepped out, and Bumblebee transformed back into robot mode. The three of them walked through parts of the base, and they came to a stop to see Sideswipe had been walking their way. When Sideswipe looked to see Rainbow, a big smile came on his face.

"Rainbow! You're okay!" Sideswipe sped up a notch and ran over to where she stood, but Rainbow still had a look of sadness on her face.

"We'll uh... we'll let you two talk it out," Bumblebee said, as he gestured Fluttershy to walk with him to give the two privacy. Sideswipe saw Rainbow still had a sad look on her face, and Sideswipe sat down on the ground to be at her level.

"Rainbow? What's wrong?"

Rainbow looked away in shame. She couldn't face Sideswipe after what she did.

"Rainbow, is this about what happened last night?"

Rainbow looked back and gave a small nod, and sniffled.

"Sideswipe, I... I'm sorry. I... I killed Sunstreaker. I didn't mean to and I... I... I didn't know what else to do! I didn't want more of our friends to be taken away because of what happened to him, and I... I..."

Sideswipe pulled Rainbow Dash close and pat her back, allowing her to cry on his shoulder.

"Sh... its okay. Its okay Rainbow. I'm not mad at you," Sideswipe said.

"Y-you're... you're not?" Rainbow asked. She pulled away from the hug and looked at Sideswipe's eyes.

"No, I'm not. I'm glad you stopped him, or else we would all be scrapped," Sideswipe said as he cleared some tears from Rainbow's face.

"B-but... I-I thought you'd be mad at me. I thought you wouldn't want to be my guardian anymore after... after killing him..."

Sideswipe cleared more tears from her face and pulled her closer, "Rainbow, look at me."

Rainbow looked at Sideswipe, who still had a friendly smile on his face.

"I will never abandon you because of that. The real Sunstreaker died a long time ago, by a Decepticon. Not by you. You stopped a host of a dangerous plague. I would never abandon you for that. You're my best friend. You stood by my side when he attacked me, and I heard your speech about you standing up for me. I have to say, I've never felt more happy to have you by my side," Sideswipe said.

Rainbow cleared more tears from her face, and a weak smile came on her face, "T-thank you."

Sideswipe pat her back again and allowed Rainbow to hug him again, only for Rainbow to back away again.

"Oh, there's something else I have to say... last night, before I blacked out, I.. I think I saw Sunstreaker's ghost. But that was because I was exposed to the fumes from the school. But... before I passed out, I promised his ghost that... that I'd look after you. Protect you, stay by your side like... like a sister," Rainbow hesitated.

Rainbow waited for whatever remark was gonna come from Sideswipe, but all she saw was Sideswipe smiling.

"Rainbow, I'm positive if he was still alive, he'd be proud of you. Just like I am. And I'll always stay by your side, like a brother." Sideswipe said.

Rainbow smiled again, "Forever?"

Sideswipe nodded. "Forever."

The two of them held each other in a tight embrace, feeling the warmth inside one another. While they had went through a lot, it had all worked out. They were gonna keep moving on, and stay by each other's side. Like a family. Brother and sister. Now and forever.

Sideswipe pulled away from the hug to look back at Rainbow.

"Wanna go for a drive in the desert speeding off into the sunset in a hero like fashion, or would you rather we go see that new movie that's playing? I heard its really good," Sideswipe offered.

Rainbow thought for a moment. As much as she wanted to go see the movie, she honestly wanted to stay with Sideswipe a little more so they could speak.

"Actually, if its all the same to you, I rather we drive out in the desert. I think after everything that happened yesterday I could just use some quiet," Rainbow said.

Sideswipe gave a smile. He stood up on his feet, and transformed into his Lamborghini form, and a door opened up for Rainbow Dash to climb in and buckle up. Sideswipe's engine activated, and he sped out of the base driving off into the desert, while the sun was setting off in the distance.

And inside the base, Optimus, Swoop, Bumblebee and Fluttershy watched as he left with Rainbow into the desert.

"Somehow, I think those two are gonna be okay," Bumblebee grinned.

As the Autobots stood watching Sideswipe speed off into the desert, kicking up a trail of dust behind, Optimus thought deep inside his head about their situation.

Everyone in our war has either past away, or has been lost to the Decepticons. But we the Autobots will never forget them. For in their memories, they are always with us. I am Optimus Prime. And I send this message, so that those we've lost are never forgotten... but remembered, from within our hearts.

The End

Author's Note

So that's the end. The first official episode of Equestria Girls In Disguise has been concluded. Which leaves me to ask, what do you all think of it now that its done? You want me to make more episodes of developing the relationships with the Autobots and Mane 7? Anything about this fic that you liked? Anything you didn't like?

And I'm gonna make a new blog post, giving some new updates about making more episodes, so keep an eye out for those.

Don't Say His Name!

Back in the main base room, Bumblebee, Fluttershy, and Pinkie returned back from their patrol and all sat down with Rarity and Applejack, while eating some food. Sunset however stayed working on the monitors, bouncing back and forth looking for the Shadowbot or anything else that stood out. And the only lights that were on in the room were a few lanterns, battery powered candles, and the computer monitors that provided light. And in that room, the only ones wearing their helmet mask was Sunset, everyone else was unmasked.

"So, anyone else a little terrified tonight?" Bumblebee asked, shivering a bit.

"In all honesty, I am. I may have dealt with magic creatures before, but this isn't anything like we've dealt." Applejack said.

Everyone nodded as they continued to drink their caffeine filled drinks that Pinkie whipped up, while Bumblebee drank some liquid Energon from a cup.

"Maybe if we talk about something else it'll get our minds off of this... m-monster." Fluttershy offered.

"I agree, lets talk about something else." Rarity replied.

Pinkie interjected with her head zooming up from above. "How about the things that scare us the most?" She said with a grin.

Everyone just looked at each other with some questionable looks.

"That seems a little weird to talk about this when we're in a scary situation though." Rainbow replied.

"And a little unnatural." Rarity said.

"Aw come on! I want to know what scares you guys!" Pinkie whined.

"I suppose I could take this to the grave. Not, literally though. There was that one film I saw a few weeks ago that just gave me quite a fright." Applejack said.

"What film was that?" Bumblebee asked.

Applejack gulped. "I rather not say. All I am sayin' is, that thing scared the heebie-jeebies out of me. What about you Rarity? Surely there must be something that terrifies you outside of horrible fashion-wear."

"Um... I'm not sure I have one! Really! None!" Rarity lied.

"What about you Fluttershy?" Applejack asked.

"Well, I'll admit, I'm a bit scared right now. I know I'm scared of a lot of things, but there's just some things that haunt me more than ever..." Fluttershy whimpered.

"Aw, you don't have to be scared." Pinkie smiled. "We're all with each other, we won't let them hurt you. Besides we've got really strong suits and two Autobots!"

Fluttershy felt a little better knowing that information. But she was still afraid. She looked over to Sunset, still hunched over at the desk set up, staring intently at the computer monitors.

"Did you see anything yet?" Fluttershy asked.

"Not yet. Everything's still empty, but I've lost connection to Twilight's point of view camera." Sunset said.

At that moment, the doors opened up, revealing Sideswipe keeping the door open, followed by Rainbow Dash rushing in with an unconscious Twilight in her arms.

The girls all gasped and got up on their feet and surrounded Twilight.

"Twilight?"

"Darling?" Rarity cooed.

"Come on, wake up!" Rainbow yelled.

Sunset moved over to get a closer look.

"What happened to her?" Sunset asked.

"I don't know, she ran off from us in the basement and we didn't see her. We heard her scream, but all we found was her knocked out. But still no Shadowbot." Rainbow said with worry.

Sunset took her head piece off, moved closer and laid her head against Twilight's chest, and then raised it back up. She began peeling away the armor, revealing the spandex suit underneath. She then laid her head against her chest, and everyone could hear her sigh in relief.

"She's still alive. Just wanted to check she's still breathing." Sunset sighed wiping the sweat off her head, and putting the helmet piece back on.

"But what happened? That's what I want to know." Rainbow said.

"I wish we had the technology to look inside her head, that would be really helpful right now." Sideswipe huffed.

"Well we don't. But this does mean one thing. We need to stay together from now on. If this is what happens we split up, then we can't split up anymore." Sunset said with complete seriousness, grabbing everyone's attention.

Everyone looked at one another with some worry. Things were taking a turn for the worse...

Later that night, Bumblebee, Fluttershy, Rainbow Dash, and Applejack went out to patrol, still keeping their guard up and their guns in their hands, looking for the Shadowbot. And just like the others, they were all shaking a bit from just how scared they were to face that thing.

Once again, Rainbow took the lead. This time, they were up on the second floor of the school. Since they had already been through the first floor, they thought it wouldn't hurt to go up a floor. But in their search, it was empty. Not a sight was seen, not a voice was heard, it was just empty.

Rainbow stopped for a moment when she saw a door that appeared to be open.

She made hand gestures suggesting that they move slowly to take a look at the room. Applejack decided to go first and so she stuck her head inside and saw the room was the drama room, where all of the costumes and set pieces were up. She could see a lot of ancient looking costumes, props, backgrounds, tables, a part of a set that looked like a gallows, a shadowy hangman with a noose, some wooden chairs...A hangman with a noose. A hangman, with a noose.

Applejack rubbed her eyes to make sure she wasn't seeing anything, and when she blinked a few times, there was nothing there. She bobbed her head back out of the room and closed the door.

"Anything?" Fluttershy asked.

"Yep. Room full of nightmares, I'm not going back in there if I were y'all." Applejack said with her eyes looking worried.

Everyone looked at one other with some worry, and they slowly backed away from the door not wanting to go near it.

"Okay, well, search is over!" Rainbow said trying to get everyone to follow her. Bumblebee just scowled at Rainbow Dash.

"Rainbow. We need to keep looking around, the Shadowbot could be up here." Bumblebee said.

"And what if he isn't?" Rainbow asked.

Bumblebee groaned. "Fine. Applejack and I will check the bottom floor again, you two keep checking up here. Call us immediately if you see something. Okay?"

The two of them nodded. Bumblebee and Applejack just walked away and headed down the stairs faster than a speeding bullet. The two of them made it back downstairs both of them making a spinning roll, landing in a one knee position holding their guns in front of them. Their eyes moving back and forth, and bodies arching to the sides, making sure there wasn't anything near them.

"See anything?" Bumblebee asked.

"Nothing." Applejack said, breathing intensely.

Bumblebee looked back at Applejack. "You sure about that?"

"I'm positive." Applejack said. "But I'll admit... this school's starting to give me chills down my spine."

Bumblebee didn't like seeing his friends horrified out of their minds. But he did remember, these were strong girls. If they could handle the Decepticons, they could handle an undead Transformer. He looked up in a corner of the ceiling and found a security camera that was facing their direction. He looked back at Applejack.

"Want to call Sunset, see if she sees anything?" Bumblebee asked.

Applejack nodded.

Bumblebee tapped the side of his head, activating his com-link.

"Sunset, do you see anything yet?" Bumblebee asked.

"Nothing Bumblebee. Right now, I'm looking at you and Applejack right now, you're both okay." Sunset said.

"Do you have anything from Optimus to report?" Bumblebee asked.

"No, they haven't called in yet."

"Okay, let us know if they do." Bumblebee said.

"Got it."

Sunset hung up, and Bumblebee and Applejack kept moving forward on their task. The only sound that Applejack heard was the sound of her own breathing, and her footsteps clanking against the ground. They hoped the Autobots back home were actually getting some information.

Back at the Autobot base, Wheeljack kept banging pushing his finger against a button flipping through images on a monitor. His hand was holding the side of his face and his body was leaning to the of his chair, almost to the point where he was about to fall out.

The sound of footsteps caught his attention.

"Have you found anything yet Wheeljack?" Jazz asked.

"Nope..." Wheeljack moaned with boredom. "I've crossed reference every Autobot that I'm familiar with, I've done a head count of every Autobot that came aboard with us on the Ark on this planet with us, and I haven't found anything."

Jazz paused for a moment looking at the monitor, and then back at Wheeljack's sleepy eyes. "What if you just searched for all of our allies that you know that are dead?"

Wheeljack's eyes opened up for a moment. "Why didn't I think of that!?" Wheeljack's face slammed against the control console. He raised it back up, and he began frantically typing for dead warriors.

"Okay, lets see. We know for a fact that a Shadowbots are made from those who died, maybe if we find all of the profiles for those who died, we can narrow it down." Wheeljack said.

His fingers typed on the keyboard, and several files appeared on the monitor, along with full body images of some of their Autobots.

"Lets see... Inferno, Huffer, Skids, Mudflap, Brawn, Gears, Turbo, Windcharger..." Wheeljack droned as he kept typing.

Wheeljack paused for a moment. "Wait a minute..."

The scientist hit a few keys, switching over to the head count screen. "Teletraan-1, were there any other Autobots aboard the Ark when we crashed landed here on Earth that are missing?"

"Correct. One reported missing. Back on Cybertron, during the loading process, one snuck aboard the cruiser, into the cryo-chambers where he locked himself in and was frozen during the trip to Earth."

Wheeljack's eyes bulged out of his head. He looked at Jazz who also had a look of panic on his face. The two of them ran out of the control center and ran over into the cryo-chambers and their eyes froze, staring at the sight. One of the cryo-chambers looked as if it was busted open. But it didn't look recent, it looked like it was a long time ago. Jazz ran over to the chamber, and saw there was purple essence that had stained against the chambers.

The two of them stared back at one another.

"It came with us all the way!" Jazz and Wheeljack shouted in unison.

The two of them ran back to the control console and stared back at the monitor.

"Teletraan-1, do a quick identification run of how many were on board the Ark." Wheeljack ordered.

The super-computer did just that. It began running through all of the names of who came aboard, but the two of them froze when name in particular was spoken. It was a name they thought they would never hear.

"Wheeljack? Did you hear that name too, or am I seeing things?" Jazz asked.

"No, I heard that too." Wheeljack said. He looked back at Jazz, and back at the monitor. "We have to call the others immediately!"

Back at CHS, Rainbow and Fluttershy joined up with Bumblebee and Applejack once again. They continued to stay as one group and they were all moving down below in the main floor.

And over with Sunset, she continued to monitor the cameras. But suddenly, a ring began going off into her helmet.

"Hello?"

"Sunset, its Wheeljack. We've got bad news..."

"Well we got bad news too, Twilight's down and the Shadowbot just bashed the heck out of the furnace." Sunset replied.

"Well we've got news to tell you, we believe we have the identification of the Shadowbot."

"Who is it?" Sunset asked.

Sunset listened with 100% percent attention, but at the same time, she didn't get a straight answer. The communication kept shorting out making it hard for Sunset to get a complete answer.

"Its... r. Look out for S... He's there... undead... tell... followed.... Ark. Stay... don't let... you. I... can't..."

A dial tone was heard and Sunset's calm composure dropped to frantically panicked.

"Wheeljack? Wheeljack!" Sunset tapped the side of her helmet trying to call back Wheeljack, but she didn't hear anything else outside of radio static. Not knowing what to do, she began dialing another frequency and looked on the monitors where Bumblebee's group was.

"Bumblebee! Come in!" Sunset yelled.

"What's wrong?" Bumblebee asked.

Bumblebee, Rainbow and Fluttershy stopped to listen to Sunset's voice on the communicator. Right now the group was near a set of double doors leading to the auditorium/gymnasium. And none of them noticed that Applejack had stepped inside.

"First, I think we've lost all communications with the Autobots. Wheeljack tried calling me, he said he knows the name of the Shadowbot but I didn't get an answer." Sunset said.

"Why not?" Fluttershy asked.

"Because the communication cut off and now I'm scared of who it might be!" Sunset said.

"Okay, don't worry, we'll move back to your position." Bumblebee said. He stopped talking and looked at a scared Fluttershy, quivering in fear.

"Hey, its okay." Bumblebee said. "We're gonna make it through the night."

Fluttershy slowly nodded and Bumblebee moved closer to her, holding her in a big hug. He pat her back and listened to her calm down, and the quivering dropped down.

But their hug stopped when they heard the door to the gymnasium slam shut.

Rainbow moved and tried pulling on it, emitting grunting noises. "Its stuck! I can't get it open!"

Fluttershy just stood in front of her with a look of annoyance. "You push the door!"

Rainbow stopped and she tried pushing the door, but it didn't work either. "It won't budge! Wait..." Rainbow suddenly had an epiphany, "Does anyone know where Applejack is?"

Fluttershy panicked and began banging on the door. "Applejack!?"

"Fluttershy! I'm still here!" Applejack yelled on the other side. "I'm okay! But the door's stuck!"

"We'll try and get you out!" Rainbow said. "Just stay there!"

"That's all I can do!" Applejack groaned.

Applejack turned around and began walking around the auditorium looking around for anything that was in sight. But she heard a banging noise which made her shriek a bit.

"Okay... okay, okay, okay, its nothing. Its just, parts falling. That's all." Applejack said to herself. She tightened the grip on her gun and kept spinning around, looking for signs of anything that was inside the room with her.

Jackie...

Applejack paused for a moment and her eyebrows furled, she kept pointing her gun around, looking for signs of anyone that was there.

"Okay Shadowbot, I'm not scared of you. If you want to fight someone, I suggest you appear right now, and fight me." Applejack called out. She looked back at the double doors, and then she turned her head back to the stage and gasped. It couldn't have been...

On the stage, from what she could tell, there was a giant, wooden, real life sized gallows, standing in the middle. There was even a noose hanging, tied up tight and perfectly.

"W-why... how..." Applejack sputtered. She hit the comlink on her shoulder. "Sunset are you seeing this?" Applejack asked, trying to catch her throat.

Sunset looked at Applejack's point of view camera. But all she saw on her end was an empty stage.

"I don't see anything Applejack." Sunset said.

"What do you mean you don't see it!? I'm looking at a real life gallows set up on the stage!"

"Applejack, I don't see anything!" Sunset said yelling.

Applejack began hyperventilating. This couldn't have been... She turned her body around and was met with a fright. Standing behind her, just a few inches away, was someone with a giant mask over his head, with darkness inside the eye holes, a white big shirt, barefoot, with an arm up, holding a noose.

Applejack screamed as loud as she could, alerting Rainbow and the others.

"There's someone in here with me!" Applejack screamed with fear.

Applejack began backing away and she fired her three barreled gun at the figure in front of her. She fired with all of her might, and she watched as the figure began fading away like dust. Not taking any chances, she pulled the trigger some more, shooting more laser shells at the figure until it was finally gone.

Applejack breathed in and out, relieved that the figure was gone. She clutched her knees, and paused for a moment to calm down. She was relieved that the figure was no longer there and she didn't have to worry about him anymore. But as she looked back up, facing the double doors, her vision suddenly began to look... fuzzy. Everything was becoming blurry, and she felt herself choking a bit, and she started coughing heavily. She moved to the ground, with a hand on while she was on her knees, trying not to collapse.

But as she looked up, she saw her shadow appearing on the ground from the moonlight in the windows. She looked at the shadows some more, but the next thing she saw made her hyperventilate. A bigger shadow was hovering over Applejack's shadow which was worrisome enough, but the next features shown that made her freak out some more was the purple dots illuminating, followed by the shape of a mouth glowing in the shadows as well. She moved herself around to look up, and screamed.

The group on the other side began freaking out. Rainbow pushed her head against the side of the door trying to listen.

"Its here! Its in here with me!" Applejack screamed.

Rainbow's jaw dropped and her eyes widened. "The Shadowbot's in there!"

Bumblebee began pounding against the door trying to bash it open. "Okay, Applejack hold on, I'm going to shoot down the door!" Bumblebee readied his gun, but his head tilted up and his eyes bounced back and forth as he listened to another sound.

The three of them listened to the sound of moaning and snarling, but then suddenly the sounds just... stopped. It was complete silence, and there wasn't anything to be heard. It was... quiet. A little too quiet.

Bumblebee tried bashing his own weight against the door and then suddenly it was open again. He slapped his sides and the three of them ran into the middle of the gymnasium. There they saw nothing, but the sight of Applejack on the ground, passed out. They ran over to where she was and tried waking her up.

"Applejack! Wake up! Come on!" Rainbow yelled.

Bumblebee looked around for signs, but there weren't any that were seen. He looked on the stage, nothing. He looked at the windows and walls, nothing. But something caught his eye. A small bit of steam was emerging, and when he looked down, there was a bit of a purple fluid on Applejack's camera and shoulder, eating the armor away.

Rainbow wasted no time peeling the armor off of Applejack to keep the purple acid from hitting their friend. She listened to herself breathe a moment, and Bumblebee looked at the piece of armor still steaming.

"Just great..." Bumblebee huffed.

Author's Note

Apologies for this being rushed. I'm gonna be pretty busy tomorrow so I wanted another chapter out for you guys.