Light Our Darkest Hour

by Dat Dash

Rating: teen
Tags: Violence, Princess Celestia, My Little Pony: Friendship is Magic, Dark, Death, Main 6, Transformers, Spike, Science Fiction, Queen Chrysalis, Other, Adventure, Crossover, Profanity, Gore
Length: 8609

When Chrysalis gets a chance at revenge from a being that calls itself "Unicron," she gains a power beyond her wildest dreams; a power that places two worlds at the edge of destruction. Do Equestria and Earth stand a chance against this mighty foe?

A crossover between Transformers and MLP:FiM.

Equestria is in danger once again. Chrysalis, the exiled Changeling queen, has made a deal with a powerful being beyond all imagination: Unicron, The Chaos-Bringer; a terrifying being capable of consuming entire planets.

This unprecedented threat to Equestria's safety causes the Mane 6 to seek out the help of new allies: Optimus Prime and the Autobots. But will their combined might and heroism be enough to stop Chrysalis's rampage of vengeance, or will Equestria and Earth both fall to the horrors of Unicron?

Published 2017-03-25 02:40:01 UTC
Last updated 2018-07-22 05:59:28 UTC

Prologue: The Planet Eater

Author's Note

Well, it's about time I wrote a Transformers fic. Being as big a fan of the franchise as I am, I'm surprised I haven't done it until now.

More to come soon. Leave your thoughts in the comments as always. :twilightsmile:

-Dat Dash

Prologue: The Planet Eater

My name is Optimus Prime.

For many cycles now, my fellow Autobots and I have defended our homeworld, Cybertron, and our new home, the planet Earth, from those who would wish to enslave or destroy them.

It has been twelve Earth years since the Battle of Autobot City; a battle that claimed many casualties on both sides... myself included. Nevertheless, I eventually returned; and after cleansing the Earth of the Hate Plague, the war between Autobot and Decepticon was over at last... or so we thought.

It would seem that the day I have feared since my resurrection has finally come to pass... Unicron lives. Though Autobot scouts have scoured the known universe, trying to locate him, they have found nothing. At first glance, it appears that he is nowhere to be found. Yet... I know he is out there. I can feel his presence through the Matrix.

And I fear for the safety of all worlds. Unicron could be anywhere; from the furthest reaches of the universe, to perhaps another universe altogether. The Autobots and I must remain ever vigilant. Unicron must be stopped. He is a menace to all sentient life in existence. And if we fail in our duty...

...then Primus help us all.

It was a tough job, being Princess of the Night, but somepony had to do it.

Princess Luna was no stranger to the hard work involved in keeping the night safe for her subjects, the ponies of Equestria. The constant stress and fear that accompanied her task would be overwhelming for most other ponies, but Luna knew it was her duty to protect Equestria at any cost. She also knew how unwise it was to buckle from the pressure. She could never forget how her own anger and envy had consumed her all those years ago, twisting and warping her mind until she sought nothing less than complete control over her domain; and only her elder sister, Princess Celestia, had been able to prevent her from doing any more damage. And after a thousand years of exile on the Moon because of it, she was not about to let it happen again.

She looked at a clock on the wall in her chambers. It was nearly time for the Sun to rise.

Luna yawned loudly, and decided that she needed some rest. Confident that her sister had things under control for the time being, she climbed into her bed and fell into a deep slumber.

Luna opened her eyes. She was on the Moon once more, though this time, she didn't know why. She looked around her, trying to figure out why and how she was there.

"...Hello?" she asked nervously, "Sister... can you hear me?"

Suddenly, there was a voice behind her; a deep, powerful, echoing voice, with all the subtlety of a supernova.

"You fool," it said, "In the vacuum of space... no one will be able to hear you... except me."

Luna turned around slowly, and was horrified by what she saw: a massive ball of silver and orange steel, no bigger than twenty moons combined, with spikes protruding from all sides, and a gaping hole, facing Luna with two, long, curved spikes on either side of it, protruding out for miles on end.

"Princess Luna..." said the voice. "I am Unicron, and I come from a place far beyond your pathetic understanding. I have summoned you here for a purpose."

Luna gathered up her courage and said, "And wherefore, pray tell, hast thou demanded mine presence?"

"This is my command: you are to destroy the Elements of Harmony, the only things on your world-- nay, in your universe --that can stand against me," commanded Unicron, "Do this, and I may spare your insignificant planet of Equus. Fail, and your world will be devoured like the others in my path."

Luna merely scoffed. "If indeed you seek the Elements, then I fear you are already too late," she said. "For they hath been destroyed long before thou sought them out. I therefore hath nothing that thou desire."

"You lie, Princess," replied Unicron, clearly unamused. "I still sense their power."

"It matters not!" Luna declared sternly. "Even if what thou seek still existed, I'd dare not to assist thee still." Luna now stood up, making her contempt clear. "There shant be any agreement, monster. Leave this world, lest thee wish to be forced to!"

After a brief pause, Unicron's reply came.

"A most unwise decision. Proceed... on your way to oblivion."

The ground beneath Luna shook as Unicron drew closer. A great force, like a gust of wind, drew the ground closer to the hungering maw of the titanic iron beast. Luna reeled back and shielded her face with her hooves while Unicron consumed the Moon around her. She screamed in agony and terror as she was sucked into the heart of the beast...

"LUNA, WAKE UP!! PLEASE WAKE UP!!"

Luna awoke quickly, finding herself cradled in the hooves of her elder sister.

"Are you alright, little sister?" asked Celestia, a look of concern on her face. "I heard you screaming in your sleep..."

Luna looked around her, making sure she wasn't dreaming still.

"Sister... please... contact Twilight Sparkle," said Luna, gasping for breath nervously. "I fear something terrible is yet to occur..."

Queen Chrysalis wandered the deserts of Equestria alone, with only her thoughts to keep her company. Thanks to a meddling unicorn she had overlooked, she was now a Queen without a hive; something that she would not stand for. She wanted her hive, she wanted power, but most of all...

...she wanted vengeance.

At that moment, she could feel herself being lifted from the ground by some unseen force, as the ground beneath her drifted away. She looked up after about a while, only to find that she was leaving the atmosphere and approaching what looked like a massive, metal moon with orange spikes. She looked back down once more before losing consciousness...

The first thing Queen Chrysalis felt when she awoke was the feeling of steel beneath her hooves. The second thing she felt was an intense cold, unlike any she had felt before.

"Queen Chrysalis," said a powerful, booming deep voice, "I have summoned you for a purpose."

"WHO DARES TO SUMMON ME?!" replied the Changeling angrily, looking around and searching desperately for the source of the voice.

"You do not intimidate me, Chrysalis," replied the voice, which seemed to come from all around her. "For I am Unicron, the Chaos Bringer and Planet Eater. If you wish for me to spare your worthless planet, you will do as I command."

"And what is it that you want from me?" demanded Chrysalis angrily.

"This is my command: you will find and destroy the Elements of Harmony. They are the only power in this land capable of impeding my destiny."

Queen Chrysalis laughed. "I'm afraid that can't be done. The Elements have been destroyed already... but I do know who wields their power."

"Excellent," replied Unicron. "Bring them to me."

"And in return?" demanded the Changeling.

"You wish to bargain. Very well," said Unicron. "Do as I command, and you will have a new army at your command, and an opportunity for the vengeance you so desire."

The haughty Changeling queen felt like the offer was too good to be true, but she decided not to look a gift horse in the mouth.

"I accept your terms, Unicron," she replied. "I am your servant."

And she knelt upon the metal surface of the Planet Eater... her new master.

Chapter 1: Chrysalis, Herald of Unicron

"A most wise decision, Chrysalis," said Unicron. "But first... you require a new form."

"I don't understand, my Master..." replied Chrysalis, confused.

"Many obstacles shall lie in your path... some will be familiar to you, and some will not be. You will require a new form... a new body... to surmount these obstacles."

Chrysalis chuckled darkly at the idea of being able to truly crush her enemies once and for all. "I understand now, my Master," she proclaimed proudly.

"Excellent."

Suddenly, Chrysalis felt a great pain surge through her body, as if it were being torn apart at the cellular level. She screamed in pure agony as entire portions of her insectoid figure disintegrated into the vacuum of space, to be replaced by what felt like steel. The process continued for what felt like an eternity, until the sensation subsided and she was almost nothing but living metal.

"Behold..." declared Unicron, "your new body."

Chrysalis was now made of dark violet-colored metal, with heavy neon green accents. Her new body had a very boxy appearance, almost as if she were made of steel crates arranged in a vaguely equine shape. Her head, however, was the most radical change. It looked like her old face, except it was now mostly silver, she wore what seemed to be a dark green helmet, and her eyes glowed a venomous lime green.

"And these..." Unicron added, "...shall be your minions."

A swarm of robotic insects flew out from what seemed to be the heart of Unicron itself. They landed in a circle around Chrysalis, changed into upright, bipedal forms, as if by magic, and knelt before her.

She gaped in awe at her new army. Needless to say, she was impressed.

"Your army... of Insecticons," declared Unicron.

Chrysalis smirked fiendishly. "Thank you, Master," she said, her voice sounding far more metallic than it had before, "With this new body, I shall destroy all those who would stand in my way, and exact my vengeance upon Equestria!"

And she laughed. It was a most dreadful and bloodcurdling cackle, brimming with psychopathic, nightmarish joy.

It was a beautiful day as the sun shined brightly upon the streets of Ponyville. Obviously the weather pegasi had been doing their jobs well to keep the skies clear.

Princess Twilight Sparkle smiled as she looked out from her castle's balcony. She was glad that her hometown looked as good as it did, especially just after that year's Winter Wrap-Up. It was at times like this when she felt like she could burst into song, but she decided against it for the moment. Being the Princess of Friendship, she had more important things to worry about.

Meanwhile, her young dragon assistant, Spike, sat in a chair near her, reading a comic book.

Suddenly, Spike felt a burning sensation in his throat as he coughed up a scroll. He picked it up and looked at it in shock.

"Twilight, you got a letter from Princess Celestia!" he exclaimed, "Urgent!"

Twilight gasped. "Oh dear," she said worriedly. "Guess I should read it, then."

She levitated the letter towards her and read it:

My dearest Twilight,

I fear that Equestria is in grave danger once again. Please come to Canterlot as soon as possible, and bring your friends with you.

Yours truly,
Princess Celestia

"Again?" said Spike, exasperated. "This is like the seventh time this year!"

Twilight smiled warmly at her assistant. "Don't worry, Spike. It's probably nothing we can't handle," she reassured him. "We've been through so much together. It'll be over in about an hour or so, probably."

Spike sighed. "It must be a Wednesday," he said under his breath.

Twilight gave him a pat on the head. "Pack your bags, Spike. We're going to Canterlot."

Five Autobots drove through the forest of an unfamiliar world. It was almost like Earth's rainforests, even down to some of the animal life. There were, however, forms of animal life that were definitely not from Earth.

"Well, the space bridge works across dimensions, who would've thought?" said the city commander Ultra Magnus.

"Way too convenient that it brought us here, if you ask me," said Kup irritably. "It's not like we programmed in exact co-ordinates. I'm surprised we didn't end up inside the core of a neutron star or something."

"It's called luck, old-timer," replied Hot Rod. "We seem to have been missing some of that lately."

"I'd say it's a miracle," said Arcee. "Luck would be if we ended up on Caminus or something."

"We can discuss the circumstances later," said Optimus Prime. "Our primary objective is on finding the native sentient population of this world. Perhaps then we will get an idea of where we are. For now, stay focused."

"I don't think that anyone here would be willing to give directions," noted Kup. "They'd be scared of us more than anything."

"Then perhaps a change in our disguises is in order," replied Optimus, "Once we locate the nearest settlement, scan for a suitable alternate mode. This may make the locals more tolerant of our presence."

"Wish I had thought of that," said Hot Rod. One could always count on Prime to make a quick decision in a time of need.

"Autobots," commanded Optimus, "roll out!"

The Autobots headed off into the distance, ready for whatever laid ahead.

Author's Note

Finally, another chapter done. I swear, JonTron updates more regularly than me.

There's going to be a few continuity bonuses for fans of Transformers here and there throughout the fic, so keep your eyes peeled.

One of the most frustrating things about this fic is that setting it post-TF The Movie means I can't use most of the original 1984 cast (Bumblebee, Sideswipe, Jazz, Prowl, etc.). Thankfully, Prime, Soundwave and Starscream can be used, so there's that.

More to come whenever I feel like it. Leave your thoughts in the comments as always. :twilightsmile:
-Dat Dash

Chapter 2: Retaking the Hive

Starlight Glimmer's life could hardly have been considered normal by any stretch of the imagination. What began as a childhood friend moving away and forgetting to write spiraled into a lifelong hatred of Cutie Marks, leading her to start a cult dedicated to equality in the middle of nowhere. Things only got weirder when Twilight Sparkle and her friends showed up; angry that her entire life's work had been dismantled before her eyes, Starlight went on a rampage through time, attempting to prevent Rainbow Dash from getting her Cutie Mark multiple times, only for the consequences to be worse each time.

So becoming Twilight's student after all of that (granted, she did apologize) was still something she was getting used to, even after ousting Chrysalis from her throne.

Then again, nopony expected the Changelings to turn a new leaf en masse, either.

As it was, Starlight was busy at the moment handling diplomatic relations with the Changelings; particularly their current leader, King Thorax.

"I have to admit, Starlight, I'm still not being used to being in charge of my entire species," said Thorax worriedly. "I've never been more worried in my life."

"Stress and leadership go hoof-in-hoof, Thorax," replied Starlight reassuringly. "Besides, you can't be worse than I was at leading an entire town!"

Thorax tilted his head in confusion, to which Starlight replied awkwardly, "It's a long story."

"Unfortunately, your story is about to be cut short... Starlight Glimmer!"

Thorax and Starlight turned towards the source of the voice to find Chrysalis, now seemingly made entirely out of metal, standing before them with a gaping hole in the hive walls.

"Chrysalis... is that you?" said Thorax, his voice trembling.

Chrysalis sneered slightly. "Yes, Thorax, it's me... and I've come to reclaim my rightful throne!"

Thorax put on a brave face as he said, "You'll have to pry it from my cold, dead hooves!"

"Your hooves, Thorax?"

Chrysalis cackled at this notion for almost half a minute, before her expression suddenly turned to a cold grimace. "This is bad comedy."

A horde of purple-and-yellow insectoid machines flew into the hive at that moment. Chrysalis then turned to address the other Changelings.

"And now, my Changelings... you must learn the price of your disloyalty!"

She pointed her foreleg in Thorax's direction, and as she did so, her hoof retracted, and was replaced by a gunbarrel. It glowed brightly before firing a burst of light at the Changeling king.

"NO!" shouted Starlight, attempting to take the beam for Thorax, but it was too late. The blast struck Thorax squarely in the chest, puncturing the chitin covering his now-charred heart and lungs. Thorax collapsed to the ground, like a marionette with its strings cut.

"Hehe... I never wanted to live forever anyway," he said with a slight smile, as he drew his final breath.

Starlight began to weep, cradling the fallen Changeling in her hooves. Chrysalis looked on smugly as her hoof returned to normal.

"Will anypony else attempt to fill his horseshoes?" she said, almost daring a Changeling to take her up on this.

The Changelings shook their heads, almost in unison.

"You'll never get away with this, Chrysalis!" declared Starlight, tears still flowing from her angered face.

Chrysalis laughed. "Such heroic nonsense! You know as well as I do that your words mean nothing at this point!" The robotic Changeling slowly approached Starlight as the terrified unicorn looked on helplessly. "Do you remember what I said when we last met, Starlight? That I would exact vengeance upon you the likes of which you couldn't even conceive of?"

Starlight stood up, attempting to act defiant, but she could not hide her fear, despite her efforts.

"W... when my friends get here... they'll--"

"They'll what, Starlight?" Chrysalis replied condescendingly. "They won't even recognize your carcass! Nopony is going to save your flank this time; not the Princesses, not Twilight's friends, not her brother and his wife, not even the draconequus or that mediocre stage magician! It's just you and me, Starlight Glimmer... and you won't believe the things I can do to you now!"

Chrysalis grabbed Starlight by the horn, as her hoof transformed into something resembling a suction cup, which latched on to the helpless unicorn's skull.

Starlight found that she could no longer move, only gasp in vain as her very life force was drained from her body. Her mane grew thinner, her skin tightened around her bones, her eyes began to melt, and her internal organs began to rot from the inside out. Chrysalis smirked sadistically as Starlight feebly coughed up drops of blood, while her flesh, innards and eyes continued to decay until only her skeleton remained.

The Changelings gazed in horror as Chrysalis tossed the skeleton aside, as casually as one would toss a horseshoe.

"Let her and the traitor serve as an example to those who would question my authority!" she declared loudly. "Changelings, who do you serve?!"

Not wanting to meet the same fate as Starlight and Thorax, the Changelings stood at attention, timidly shouting "LONG LIVE THE QUEEN! LONG LIVE THE QUEEN!"

"Excellent!" said Chrysalis proudly, "You have learned your place. But I do believe a renovation is in order! Insecticons... commence Cyberforming of the hive!"

The Insecticons flew throughout the hive, slowly changing the landscape to metal. The Changelings, meanwhile, were reformatted into more Insecticons.

"LONG LIVE THE QUEEN! LONG LIVE THE QUEEN!" declared the Insecticons in unison.

A brown freight train pulled into the Ponyville train station, dropping off its cargo before taking off again. However, just before the train pulled out, there was a flash of light.

"Sheesh! Where'd that come from?" asked Applejack, looking around curiously. "That there was brighter than a lightnin' bug in a pitch-black cave!"

"Somepony probably wanted to take a picture, darling," suggested Rarity. "A tourist, perhaps?"

"No way, that was too bright to be a camera flash," said Rainbow Dash dismissively.

"Guys, the train's coming!" said Pinkie Pie excitedly.

Sure enough, the Friendship Express pulled into the station. There was something off about it, however.

"Um... is it just me, or is the Friendship Express supposed to be red and blue?" asked Fluttershy curiously.

"Relax, Fluttershy," said Twilight reassuringly as they boarded the passenger compartments, "maybe it just got a new coat of paint."

As the door closed behind them, a stylized image of a face, outlined in white to separate its red color from the rest of the paint, appeared on the side of the lead car. The train slowly built up speed before taking off...

Author's Note

Three guesses as to who the "Friendship Express" really is!

And another chapter done! At least it didn't take me three months this time. :trollestia:

As always, leave your thoughts in the comments. Next chapter coming whenever. :twilightsmile:
-Dat Dash

Chapter 3: Screams Among the Stars

All was not well on the planet Earth. Though the Great War between the Autobots and Decepticons had ended over a decade prior, the peace that followed had not been a smooth one, especially for the Decepticons. Understandably rejected by the Earthlings, they had retreated into exile on Earth's moon, where Galvatron's barely-recovered mental health was being strained by the cycle. The Decepticon leader pondered his place in the universe upon his throne, when he suddenly felt a sensation he had not felt in twelve Earth years...

"Ｗʜᴀᴛ　ᴛʀᴏᴜʙʟᴇｓ　ʏᴏᴜ，　Ｇᴀʟᴠᴀᴛʀᴏɴ？" asked Soundwave, the eternally-loyal communications officer.

But Galvatron paid no attention to his subordinate's words, for his mind was filled with the echoes of a voice he had long ago hoped he would never hear again, even after his sanity chips were damaged by his "plasma bath" on the planet Thrull.

"Galvatron... you have failed me..."

"No... no..." Galvatron muttered quietly.

"And since you have been replaced as my Herald... your existence is useless to me." Unicron's voice was blaring in Galvatron's mind, drowning out all other sound in the room.

"No... please..." pleaded Galvatron, but it was too late. His purple metal plating turned gray and began to crumble off of his body, revealing the silver machine underneath that had seemingly died long ago.

He had regressed into Megatron.

Scourge and Cyclonus, too, had their armor stripped away, returning them to their past forms of Thundercracker and Skywarp, respectively.

"Soundwave," said Megatron desperately, "Unicron has returned! We must contact Optimus Prime at once!"

"Ｉᴍᴘᴏｓｓɪʙʟᴇ," Soundwave replied, "Ｐʀɪᴍᴇ　ᴀɴᴅ　ғᴏᴜʀ　ᴏᴛʜᴇʀｓ　ʜᴀᴠᴇ　ᴅᴇᴘᴀʀᴛᴇᴅ　ᴛʜʀᴏᴜɢʜ　ᴛʜᴇ　Ｓᴘᴀᴄᴇ　Ｂʀɪᴅɢᴇ．Ｃᴏ－ᴏʀᴅɪɴᴀᴛᴇｓ：　Ｕɴᴋɴᴏᴡɴ．"

"Then we must follow them!" replied Megatron, "If Unicron has returned, it will be the death of us all!"

"Ａｓ　ʏᴏᴜ　ᴄᴏᴍᴍᴀɴᴅ，　Ｍᴇɢᴀᴛʀᴏɴ．A ᴘʟᴇᴀsᴜʀᴇ ᴛᴏ sᴇᴇ ʏᴏᴜ ᴏɴᴄᴇ ᴍᴏʀᴇ."

The Decepticons flew off through space for the Space Bridge.

"It's good to be back, Soundwave" said Megatron smugly. "Though I wish the circumstances were less... dire," he added, his smile fading.

At that moment, a familiar screeching voice could be heard from behind them.

"I thought you had been reformatted, Megatron," said the ghost of the traitorous Starscream, "Why ditch the new look?"

Megatron scowled as he turned towards the phantom. Even in death, Starscream was still an annoyance.

"Starscream, you fool, Unicron lives!" said Megatron.

"Yeah, and the universe is screwed if we don't give the Autobots the sitrep! So get lost, Screamer!" added Skywarp.

"Working with the Autobots?" replied Starscream smugly before cackling maniacally, "And you said my coronation was a bad joke."

"Ｓᴛᴀʀｓᴄʀᴇᴀᴍ，　ᴛʜᴇ　ᴡᴀʀ　ɪｓ　ᴏᴠᴇʀ　－－　ғɪɴɪｓʜᴇᴅ，" Soundwave explained.

"No! It never ends, Soundwave! And mark my words, I will lead the Decepticons to victory!"

"And we thought Galvatron was delusional," quipped Thundercracker to Skywarp, upon which the latter chuckled to himself.

"I HEARD THAT!" shouted Starscream angrily. "DON'T INTERRUPT MY SPEECH, THUNDERCRACKER!!"

"We must warn the Autobots about Unicron! And we don't need your presence getting in the way!" Megatron chided.

"Then I'll take the fight to them!" said Starscream as he drifted towards the Space Bridge.

"AFTER HIM!" shouted Megatron as he and the Decepticons gave chase.

Author's Note

Well, it's your lucky day! You get TWO chapters today! :yay:

Remember when I said that a big problem with post-S3 Transformers fics is that you can only use so many members of the original 1984 cast (Prime, Starscream's ghost, Bumblebee/Goldbug, Soundwave, etc.)? Well, it's a good thing Megs and the other two Seekers never technically died in the movie, eh? :raritywink:

And yes, I'm one of the people who think Skywarp became Cyclonus instead of Bombshell. I don't think it makes much sense to have an Insecticon become Galvatron's second-in-command, thematically speaking. But I'm here to tell a story, not argue.

Also, note that this fic accepts neither The Rebirth nor Headmasters as canon.

That's all for now. As always, leave your thoughts in the comments. Next chapter coming whenever. :twilightsmile:
-Dat Dash

Chapter 4: Behold, Optimus Prime

The Friendship Express, or at least, what was thought to be the Friendship Express, was making its way to Canterlot, chugging away towards its destination. Spike looked wistfully out the window of the passenger compartment, nervous about what was to come. It seemed Equestria was in danger every other week, but though he was used to it, he wasn't happy either. More than that, he was scared. What could it be this time?

"Are you alright, Spike?" Twilight asked.

"Yeah... well, no..." replied the young dragon. "I'm just worried, is all."

"About what?"

"About why the Princesses need us in Canterlot."

"Well, whatever it is, Spike, don't worry," replied Twilight with a comforting smile. "You've got us with you, remember? It's probably nothing we can't handle!"

As if to prove her wrong, a loud crashing noise could be heard from the back of the train car as it deatched and derailed from the rest of the train.

"Let's see how you handle it then, Twilight Sparkle!" said a familiar voice.

Twilight faced the source of the voice with a stern expression

"Chrysalis..."

"That's right... I'm BACK... and better than ever!!"

The metallic Changeling cackled maniacally.

"C'mon, Chrysalis, put 'em up! Fight me like a mare!" shouted Rainbow Dash as she charged towards the Changeling queen, hoof outstretched, ready to kick. Unfortunately, when she made impact, Rainbow Dash felt a sharp pain in her hoof, as if she had kicked a solid block of pure metal, which she had.

"Foal! My new body makes me impervious to anything you or your little friends can throw at me!" proclaimed Chrysalis proudly as the poor, injured pegasus grasped her hoof in pain. Applejack merely growled in disgust.

"I beg to differ!" said Rarity as she tore a seat away from the train with her telekinesis, albeit with some difficulty, and tossed it Chrysalis's way. The seat merely shattered upon impact.

Chrysalis laughed. "What did I tell you? ANYTHING YOU CAN THROW AT ME!!!"

Fluttershy hugged Pinkie Pie in terror, squeaking as she did so. Pinkie returned the hug.

"I DON'T WANNA DIE!!!" shouted Pinkie.

"You won't," said Twilight, "I've got this."

She charged up her horn for a powerful magical blast, and fired when it reached maximum charge, only for it to bounce clean off of Chrysalis, who had enveloped herself in a magical shielding bubble.

"Why throw away your life so recklessly, Princess?" asked Chrysalis tauntingly, "Wanting to join your little friend Starlight?"

"YOU KILLED HER?!?"

Twilight had become absolutely livid. Smoke began to rise from her increasingly frizzled mane, as Twilight breathed heavily through her nose, her horn charging up for another blast. Chrysalis tackled her opponent, pinning Twilight to the floor of the car.

"I can happily arrange a reunion for you," sneered Chrysalis. "After all, she died just like you will... trying to stop me... with empty boasts about "friendship" this and "friendship" that."

Chrysalis's hoof changed shape into a long, glowing green blade. "It's time I taught you a lesson about reality... a short, sharp lesson!"

Spike clung to Rarity's leg in fear.

"Don't look, Spikey-Wikey," said Rarity somberly.

Twilight shielded herself with her hooves, bracing for the inevitable...

"LET THE EQUINE BE!!" shouted a voice, and it was a voice unlike any Twilight had ever heard. It sounded mechanical, but had a wise, fatherly edge to it. It had a stern, commanding tone that intimidated even Chrysalis, and it seemed to be coming from the train that was headed right for them.

Wait... the train?!

Twilight looked up as the red locomotive charged towards the Changeling queen, before it did something that seemed impossible. The train leaped into the air, and changed its shape into a massive bipedal robot with ape-like arms, a red upper body with windows for pectorals and a cowcatcher for an abdomen. His massive blue lower legs alone towered over even Chrysalis.

"Never!" shouted Chrysalis defiantly at the titanic automaton, "This is MY kill!"

"If you think I have come to slaughter the poor, innocent mare," the robot replied, "you are gravely mistaken."

Chrysalis flew up to face the strange robot, only for her to be swatted away with his massive metal hand.

The robot turned to face Chrysalis.

"You... What... what are you?" she asked in shock.

"Your worst nightmare," replied the metal giant sternly. "Leave... now."

Chrysalis did so, not ready to risk herself against this new foe quite yet.

"Don't think for a moment that this is the end, Twilight Sparkle!" declared the angry Changeling queen as she flew away, "You may have a new ally, but I have an army! An army that will tear you and your friends apart! And you all WILL DIE SCREAMING! I SWEAR ON IT!"

And she was gone.

The ponies and the dragon stared up in awe as the robot kneeled down in order to reduce the height difference and seem less intimidating.

"Are any of you injured?" he asked.

"Well... I hurt my hoof trying to attack Chrysalis, but otherwise we're fine," replied Rainbow Dash in bewilderment. She couldn't believe what she had just seen. She would have thought it was awesome had their lives not been on the line.

"Rest easy, little ones... You are safe now."

Twilight stood up slowly. Wanting to know the identity of her sudden rescuer, she asked, "If you don't mind me asking... what are you?"

"My name is Optimus Prime. I am an autonomous robotic organism from Cybertron, a planet which lies in another dimension from your own."

"An auto-what now?" asked Applejack, confused.

"Autobot, to use the shorthand term," Optimus explained.

Twilight smiled. "Mr. Prime... Thank you for saving us. We are in your debt," she said. "I'm Twilight Sparkle, Princess of Friendship here in Equestria. These are my friends; Rarity, Applejack, Pinkie Pie, Fluttershy, Rainbow Dash, and Spike."

The others waved in time with their respective names.

"Well, Twilight, you and your friends need to come with me," Optimus said as he returned to train form. "Your world is in grave danger."

The group climbed inside the cabin section of the train, with Rainbow Dash trying (and failing) to suppress a fangirlish squeal. With that, Optimus and his passengers departed for Canterlot.

Author's Note

And that's another chapter done with. I've been looking forward to writing this chapter for over a month, and now that I've finally gotten around to it, I'm glad I've gotten it out of my system. :rainbowkiss:

I very much wish I could have used a certain Stan Bush song, but I think that would be against site policy. :pinkiesad2:

Anyway, leave your thoughts in the comments as always. Next chapter coming whenever. :twilightsmile:

-Dat Dash

Chapter 5: Important Matters

"An ever-feuding race
of mighty metal giants
Half of them are peaceful
but the other half are tyrants

They will come to Equestria
at the end of their war
When Harmony's power
will be needed once more"

--Ancient Equestrian prophecy

"We are ever so thankful you and your friends could join us on such short notice, Twilight," said Princess Celestia as the young mares entered her throne room. Sitting next to her were her younger sister, Princess Luna, and her niece, Princess Cadence. "I hope you and your escort didn't run into too much trouble along the way."

"...escort?" asked Twilight Sparkle, confused.

"The train," replied Luna.

"Oh, Optimus, right..." said Twilight, before here eyes widened somewhat. "Wait... you know him?"

"We've only just met," Celestia noted as Optimus Prime entered the throne room. "We talked briefly, but his endless compassion and dedication to the safety and freedom of his people is truly inspiring."

"I could say the same of you, Princess," said Optimus, kneeling down once again.

Celestia blushed humbly before saying, "This, of course, brings us to the reason why I summoned you all here. Luna, would you do the honors?"

Luna sighed and shuddered somewhat.

"In my dream last night, I saw a vision... of a terrible, terrible entity," she explained. "He called himself... Unicron."

"Unicron?" asked Twilight.

"An ancient being of great evil, who has existed long before any living thing can remember," Optimus continued, a great sorrow evident in his voice. "Wherever he goes, he leaves only destruction in his wake. Entire worlds... consumed. Nothing remains."

"This Unicron guy eats planets?" asked Rainbow Dash incredulously.

"Precisely."

Luna continued. "This... Unicron... he wanted to find the Elements of Harmony. To destroy them so nothing could get in his way. So... I lied. I told him that they had already been destroyed, and that he could never get to them. He saw right through my deception, however. But I didn't relent. I defied him to the end."

A tear trickled down from Luna's eye as she looked down somberly. "I've never felt so afraid in all my life."

"So... what does this have to do with us?" asked Twilight.

"Simple. You must keep the Elements safe," said Celestia. "And when Unicron arrives... be ready. You know what is at stake."

Twilight nodded. "We won't let you down," she said confidently.

Optimus turned to look at Twilight. "You and your friends will not have to bear this burden by yourselves, Twilight. The Autobots and I will be here to assist and protect you."

Twilight smiled. "Thanks," she said.

"So... is nopony going to ask why Chrysalis attacked us and was made out of metal?" asked Fluttershy meekly.

The eyes of the three princesses widened in shock.

"...Chrysalis? What does she have to do with any of this?" asked Cadence.

"She attacked us while we were on our way here," Applejack explained. "She seemed to have been made of metal or somethin'. Ah ain't seen nothin' like it before."

"She has likely become a Herald of Unicron," said Optimus. "A being who acts as an extension of Unicron's will. This would explain why she is no longer an organic lifeform."

Celestia gasped quietly. "It is worse than I feared," she said. "But why? For what purpose would she ally with a being who wishes to consume our planet?"

"Likely revenge for her past defeats," said Twilight. "She's already killed Starlight... and now she's going after us. She knows that we're connected to the Elements--"

Twilight's train of thought was interrupted by a terrifying realization.

"...and we're in Unicron's way."

Author's Note

Finally, another chapter out of my system. Seeing the MLP movie really helped give me the inspiration I needed to work on this fic more. :pinkiesmile:

So, without going into spoilers, I think the movie was amazing. The animation is top-notch, and feels like it was ripped straight out of the Disney Renaissance. Voice acting and music were fantastic as well, with Sia's musical number at the end being the fitting capstone to the film. Story-wise, it's far from perfect, but it does a good job of telling the story it wants to tell. Overall, an easy 8/10. :rainbowkiss:

The only reason it's not any higher is because of Grubber. His lines were cringe-worthy and every time he was on screen, I wanted to wire his mouth shut. I now know what Star Wars fans felt like when they were introduced to Jar Jar Binks in 1999. :twilightangry2:

As always, leave your thoughts on this chapter in the comments. Next chapter coming whenever. :twilightsmile:

Chapter 6: Insecticons on the Offensive

Chrysalis sat upon her rebuilt throne as she overlooked the crowd of Insecticons gathered around her. She smiled in vile anticipation, for she had awaited this very day for quite some time. Chrysalis rubbed her hooves together as she prepared to address her audience.

"Insecticons... lend your audio receptors and listen well," she declared, "For too long I have been humiliated and disgraced by those lesser than myself... but at this moment in time, that no longer matters. Triumph is at last within my reach. Though the ponies of Equestria have been a persistent thorn in my side, that thorn shall soon be removed... with extreme prejudice."

"LONG LIVE THE QUEEN!! LONG LIVE THE QUEEN!!" chanted the Insecticons.

"You, my dear Insecticons, shall be the hoof that plucks that thorn. You will find Twilight Sparkle and her friends and bring them before me. Destroy anypony or anything that gets in your way. Succeed in this task, and you will be rewarded beyond your wildest dreams. Fail, and you will be destroyed. Is that clear?"

"YES, MY QUEEN!" replied the Insecticons in unison. Chrysalis's grin grew wider upon hearing this.

"Excellent," she said. "Once our task today is done, then Equestria will be mine, nay, ours, for the taking! I shall lead you to victory, as we crush those pathetic little ponies beneath us! When it is done, they will kneel, and they will march. They will march until they drop, in toil without end! And I will look down upon them and bask in their cries for mercy, and I will laugh. I will laugh as they suffer for me... for their queen... for their master... for THEIR! NEW! GOD!"

"LONG LIVE THE QUEEN!! LONG LIVE THE QUEEN!!"

As the Insecticons cheered for their leader's speech, they didn't notice Chrysalis suddenly grasping her forehead in pain as the voice of her commander echoed in her head. "Restrain your ambitions, Chrysalis," ordered the voice of Unicron. "Remember... your existence continues solely at my discretion."

"... O-of course... m-my master," Chrysalis responded, and the pain had subsided as swiftly as it came. She straightened up in her throne as she gestured to her army. "Now, Insecticons...," she commanded, "ATTACK!!"

The Insecticons flew out of the hive en masse, swarming into the air as Chrysalis laughed with sadistic glee.

The Autobots were gathered at the base of Mount Canterlot with Twilight Sparkle and her friends, trying to come up with a plan while they still had the chance. With the fate of the whole planet at stake, failure was not an option.

"I'll be honest with you, Optimus," said Ultra Magnus, as he held Twilight in the palm of his hand, "I wasn't expecting the locals to be so... cute." Twilight blushed upon hearing this comment, smiling nervously.

"None of us knew what to expect, old friend," Optimus replied, "But we must be on our guard. This world is under attack, and we owe it to ourselves and our new allies to protect it with everything we have."

"So big bot, what's the plan?" asked Arcee.

"Our priority is to keep Twilight Sparkle, her friends, and the Elements of Harmony safe from Unicron and his new herald, Queen Chrysalis."

Kup raised an eyebrow skeptically. "And what are these... Elements?"

"Show him, Rarity," said Twilight.

Rarity pulled an ornate storage chest out of her saddlebags with her telekinesis and unlocked the clasp as she made it float towards Kup's line of vision. Inside were five golden necklaces and a single golden tiara, each with a different colored gem embedded in the center, much to Kup's astonishment. "You mean to tell me Unicron came all this way for some... jewelry?" he asked in bewilderment.

Rarity was taken aback by this. "Those aren't merely ordinary jewelry," she explained defensively, "they are priceless magical artifacts that contain the most powerful magic known to ponydom! Time and time again, they've protected Equestria from numerous foes great and small!"

"And they are the only things on this planet that can stand in Unicron's way," Optimus added. "I will be responsible for the safeguarding of the Elements for the time being."

Optimus grabbed the chest out of the air as Rarity released her telekinetic grip on it. His window panels on his torso opened up, revealing the chamber which housed his Matrix of Leadership. The chamber lowered and moved out of the way to expose a hidden storage compartment behind it, where Optimus placed the Elements.

"Remember Autobots, we mus--"

But before he could finish his sentence, a loud buzzing sound could be heard in the distance.

"What's that noise?" asked Hot Rod worriedly.

"Whatever it is, it doesn't sound friendly," noted Arcee as she pressed a button on the side of her head, deploying a visor over her optics to enhance her visual input. She looked towards the source of the sound, and as her vision was magnified, she was in for a nasty surprise. "Insecticons? What are they doing here?"

"Oh no! They might be that army Chrysalis threatened me and my friends with," said Twilight nervously.

"Well, about time I got some action!" said Rainbow Dash as she flew off towards the Insecticon horde.

"Rainbow Dash, no!" said Optimus as he carefully grabbed Rainbow Dash by the tail, just hard enough to stop her in her tracks. "Let us handle this."

"Ugh, fine," replied Rainbow Dash in disappointment.

The Autobots transformed into their Equestrian vehicle modes; Ultra Magnus into a freight train, Hot Rod and Arcee into high-speed go-karts, and Kup into a small carriage. They sped off towards the Insecticons before leaping into the air and transforming back into their robot modes.

The Insecticons opened fire as Optimus's hand became a glowing orange battleaxe, deflecting the Insecticons' laser blasts back at them. He sliced through an approaching Insecticon before landing on the ground, with his axe transforming back into his hand. He pulled out his Ion Blaster and began to fire back at the Insecticons, while the other Autobots pulled out their guns and did the same. However, for every Insecticon killed, twelve more arrived to take its place.

"They just keep coming!" shouted Hot Rod, "We can't hold them off much longer!"

"Stand your ground and keep firing!" replied Optimus, "We need to hold out for as long as we can!"

Fluttershy covered her eyes as she squeaked in fear.

Applejack gulped. "This don't look like it's gonna end well," she pointed out.

Rainbow Dash stepped forward boldly and said, "We have to help them!"

"How?!" asked Twilight, looking at Rainbow Dash as if she had just suggested that Princess Celestia was secretly a reptile from beyond the stars. "These... Insecticons... there's too many of them!"

Suddenly, a massive laser blast struck the Insecticons from above, wiping out most of them in a single hit, much to everyone's surprise. "That blast!" exclaimed Kup as he and the others looked to the sky, "who could've...?"

Optimus gasped. "It can't be..."

At that moment, two F-15 fighter jets descended from the sky. One of them was black and purple, and had a silver Walther P38 pistol mounted to the side, while the other was blue and red, with a cassette player sitting in the cockpit. As the jets dove closer to the ground, they too, transformed into mighty robots, and so did the pistol and the cassette player, both of which had grown to many times their original size.

"Well, Optimus Prime, we meet again," said Megatron. "I hope you don't mind if we... drop in." Pinkie Pie giggled slightly at this pun.

"Megatron... I never thought I'd see you again," replied Optimus as the two robots shook hands. "Your timing, however, is perfect."

Kup smiled. "Never thought I'd say this, but thank Primus the Decepticons are here!"

"Uh... guys, the Insecticons! They're still coming!" said Hot Rod, pointing off to the distance, where more Insecticons could be seen.

"We'll handle your little bug problem, Autobots," replied Thundercracker with a smirk. "Don't you worry."

The Decepticons transformed once more as they flew off towards the Insecticons. However, not too far from the Autobots and their equine friends, groaning sounds could be heard coming from a downed Insecticon, its metal limbs twitching feebly. Twilight Sparkle slowly approached it as her horn began to glow.

"Be careful, Twilight," warned Optimus, "It could be a trap."

Twilight nodded in acknowledgement as she continued to approach the Insecticon, splitting open its metal shell to reveal a pained Changeling inside, breathing weakly.

"Princess... Twilight..." the Changeling said weakly, "I... am I... free?"

Fluttershy gasped in horror as she witnessed what was unfolding before her eyes, while Optimus's optics widened in shock. "I don't believe it," he said, "There... was an organic inside that Insecticon?"

"Yes... you're free," Twilight reassured the dying Changeling. "what's happened to the other Changelings?"

The Changeling gasped for air as he tried to explain. "Chrysalis... she's back... put us all... into these... metal things... killed... Thorax... go... Princess... stop her..." He struggled to continue speaking before breathing his last.

"Sweet Celestia," said Twilight as she looked up in horror, "It's worse than we thought."

Author's Note

FINALLY got this chapter done. No joke, this chapter has been in the works for over a month, and it's taken way longer than it should've. :twilightblush:

So yeah, as always, leave your thoughts in the comments as always. Next chapter soon. :twilightsmile:

Also, I hope my American readers had a happy Thanksgiving. :scootangel:

-Dat Dash

Chapter 7: The Power of Plasma Energy

Author's Note

PLEASE NOTE: SINCE THIS FANFICTION ACCEPTS Transformers: Devastation AS CANON, THERE WILL BE SPOILERS IN THIS CHAPTER. YOU HAVE BEEN WARNED.

Happy late New Year, everyone! I hope you guys had a happy whatever-you-celebrate-during December. :scootangel:

It's about time I got a new chapter done, so here you guys go. Leave your thoughts in the comments as always. Next chapter coming whenever. :twilightsmile:

Chapter 7: The Power of Plasma Energy

As Megatron and his Decepticons pursued the Insecticon hordes through the skies of Equestria, blasting them to bits one by one, Soundwave began a long-range scan of the surrounding area, looking for any information about this strange new planet that could be useful. "Sᴇɴᴛɪᴇɴᴛ ʟɪғᴇ ғᴏʀᴍs ᴅᴇᴛᴇᴄᴛᴇᴅ. Cʟᴀssɪғɪᴄᴀᴛɪᴏɴ: ᴏʀɢᴀɴɪᴄ. Tᴀxᴏɴᴏᴍʏ: ᴇǫᴜɪɴᴇ."

"Horses?" replied a bemused Thundercracker, as he violently dispatched several Insecticons. "Of all species..."

"Mᴏsᴛ ɪᴍᴘᴏʀᴛᴀɴᴛ ᴘᴏʟɪᴛɪᴄᴀʟ ᴘᴏᴡᴇʀ: Cᴏɴsᴛɪᴛᴜᴛɪᴏɴᴀʟ ᴍᴏɴᴀʀᴄʜʏ," continued Soundwave, "Aᴠᴇʀᴀɢᴇ sᴏᴄɪᴏᴛᴇᴄʜɴᴏʟᴏɢɪᴄᴀʟ ʟᴇᴠᴇʟ: ᴘʀᴇ-ɪɴᴅᴜsᴛʀɪᴀʟ. Mᴏsᴛ ᴀᴅᴠᴀɴᴄᴇᴅ ᴛᴇᴄʜɴᴏʟᴏɢɪᴄᴀʟ ᴀᴄʜɪᴇᴠᴇᴍᴇɴᴛ: ᴇʟᴇᴄᴛʀᴏɴɪᴄ ᴀᴍᴜsᴇᴍᴇɴᴛ ᴅᴇᴠɪᴄᴇs."

"In Cybertronian, Soundwave!" said Skywarp as he struck another approaching Insecticon out of the sky. Skywarp was never the sharpest knife in the drawer, and as such didn't understand a word Soundwave had just said.

If Thundercracker's optics had pupils, he would have rolled them at that moment. "Basically, they have video games but not that many factories," he said.

"Somethin' about that doesn't seem right."

"Pʟᴀsᴍᴀ ᴇɴᴇʀɢʏ ᴄᴀᴄʜᴇ ᴅᴇᴛᴇᴄᴛᴇᴅ 3.1 ᴋɪʟᴏᴍᴇᴛᴇʀs ᴀᴡᴀʏ."

"Plasma energy... on THIS backwater rock?!" exclaimed Megatron as he gave a few Insecticons a taste of his Fusion Cannon. "I'll believe it when I see it."

"I don't believe what I'm seeing!"

Deep in the caves of Ghastly Gorge, Starscream's ghost stared awestruck at the bountiful supply of plasma energy that lay before him. He had never seen such a raw concentration of it before, and being a bot of science, he was very familiar with it. He remembered all too well how Megatron had attempted to bend it to his will all those cycles ago, in his plan to cyberform the Earth using the Proudstar.

Starscream reached out to touch it, but before he could, a voice echoed through the caverns. "You must be Starscream," she said in an alluring tone, "Unicron has told me so much about you."

Starscream lurched upward, aiming his Null Rays about aimlessly as he panicked. "WHO'S THERE?!?" he demanded, trying very hard to sound intimidating. "SHOW YOURSELF AND FACE ME, COWARD!"

The voice chuckled ominously as its source stepped out of the shadows. "You don't give me enough credit, Starscream," said Chrysalis as she approached him. "After all, you and I have a lot more in common than you realize," she added, a devilish smirk crossing her face.

Starscream was not amused. "Begone, equine abomination!" he screeched as he aimed his Null Ray at her. "We are nothing alike!!"

Chrysalis chuckled again. "Oh, but that's where you're wrong, my dear Decepticon... I was betrayed by my hive, you were abandoned by the Decepticons. I want to lead my hive to victory over the goody four-hooves ponies of Equestria, you want to win your millennia-spanning war with the Autobots and take leadership of the Decepticons."

"So what do you want from me?!"

"Now, Starscream, no need to act so hostile," Chrysalis said, "I'm here to help you... but I want you to help me."

"What's in it for me, then!?" Starscream demanded.

"Well, for starters, how about a body?"

Chrysalis's horn lit up as she used her magic to pull a chunk of rock out of the cave wall, transfigured it into metal and reshaped it into a suitable new body for Starscream. His spark entered the machine, and it sprang to life.

Starscream smirked smugly. "Impressive," he said. "What are your terms?"

Chrysalis snickered fiendishly. "You see, my dear Starscream, there are a few... nuisances that I need to get rid of," she explained, using her horn to display a picture of Twilight Sparkle and her friends. "And they just so happen to be paling around with those pesky Autobots... and your fellow Decepticons seem to be working with them. I need you to... take care of them for me. My Insecticons will keep the others busy while you focus on your targets."

There was a brief pause as the image faded, before Starscream said, "I accept!"

Chrysalis rubbed her metal hooves together deviously. "Excellent! Now, move aside and let me absorb the plasma energy."

"ABSORB PLASMA ENERGY?!? YOU'RE INSANE!!" screeched an incredulous Starscream. "PLASMA ENERGY IS INCREDIBLY UNSTABLE!! NO NON-CYBERTRONIAN HAS BEEN ABLE TO TAME IT!!!"

"Then it pleases me to be the first."

Chrysalis dipped her hooves in the plasma energy, and when she did so, they glowed a bright electric blue as the volatile substance coursed through her circuits. "Yes... I can feel the power surging within me... power beyond anything I've ever had before!"

Starscream stared at Chrysalis in shock. Everything he knew about science was being challenged by this strange equine being as she did the seemingly impossible before his eyes. Suddenly, Chrysalis turned her head to face him, clearly angered by his hesitance.

"WHAT ARE YOU LOOKING AT, FOOL?!" she demanded, "DESTROY THEM!!"

Starscream transformed into his jet mode and flew away to do as he was told, just as she had finished absorbing all the plasma energy.

At that moment, the pain in her forehead came again. "Chrysalis, be cautious," ordered Unicron's voice as it echoed in the Changeling queen's mind, "Starscream is as deceptive as he is treacherous. He once managed to fool even myself... an impressive feat, I admit, but a feat he will be unable to repeat."

"I... I can keep him in line... my m-master..." she said, "...he w-won't be a problem..."

"For your sake, I hope not," replied Unicron. The pain faded away as easily as it came.

"So... with the power of plasma energy and a rogue Cybertronian on my side, I now have the strength to engage Optimus Prime and his band of fools!" Chrysalis declared, "Nothing can stop me now!" And the caverns echoed with her maniacal laughter.

Chapter 8: The Battle Begins

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