War in Equestria

by FlamingSamurai

Rating: teen
Tags: Queen Chrysalis, Adventure, Princess Celestia, Crossover, Sunset Shimmer, Main 6, Gore, My Little Pony: Friendship is Magic, Death, Alternate Universe, Princess Luna, Drama, Science Fiction
Length: 47648

My first attempt at making an MLP/Transformers crossover, set in an alternate timeline that takes place after "The Cutie Re-Mark" and "Equestria Girls: Friendship Games". Events from the MLP IDW comics are also referenced.

After so many failures in taking over Equestria, the sadistic Changeling queen has declared total war on Equestria. Forced to be spread out to different corners of the country, Twilight Sparkle and her friends prepare for what may be the toughest crisis they've faced, with an old ally returning to aid them.

Little does anyone realize, however, that something has come to Equestria, something which when discovered, will shake the foundation of the country to its core and turn the tide of victory in favor of either the Changelings or the newly established Guardians of Harmony. Which will it be?

Published 2017-04-23 13:20:01 UTC
Last updated 2021-02-22 00:43:53 UTC

Prologue, Part 1

The yellow and black robot with blue optics stood in a lonely corridor on board the Ark, staring out into the blackness of space. The only thing keeping the void from looking any darker than it already looked was the bright collection of stars that seemed far off in the distance. It was almost like looking up at a peaceful night sky from his home planet. He would have enjoyed the view more if not for the circumstances he was in. He was at war, running from the very monsters that had left his home in ruin.

His home world, Cybertron, was once a proud world, peaceful and just. The beings who inhabited it were metallic giants, able to change their form into vehicular modes for stealth and convenience of travel. A long time ago, the people of Cybertron flourished under the reign of Zeta Prime, a wise and noble leader who wanted nothing more than the safety and welfare of his people. But this all came to an end when a young gladiator named Megatron led an uprising, killing Zeta and bringing a new age to Cybertron: the age of the Decepticons. The Decepticons ruled over Cybertron with an iron fist, crushing anyone who dared to cross them.

Only those Cybertronians who were loyal to Zeta Prime were brave enough to fight back against the Decepticons. Taking the title of “Autobots”, the rebels engaged the Decepticons in centuries of civil war under the leadership of Sentinel, a powerful former gladiator and Zeta’s successor as “Prime”. But towards the end of the war, Sentinel met his end at the hands of Megatron during the battle of Iacon, the home city of the Autobots. Following this battle, a new Prime emerged in the form of Sentinel’s military protégé, a young and gentle Cybertronian named Optimus. Optimus was a former librarian who deep down did not believe in violence as a means to achieve peace, but agreed to become the Autobots’ next leader in order to save his home planet and honor his mentor’s memory.

Under Optimus Prime's leadership, the Autobots managed to quash most of Megatron’s plans and help liberate cities affected by the Decepticons’ tyranny all across Cybertron. But Megatron refused to give up and what happened next, no one saw coming. He launched a plan so massive, so destructive, that the entire planet was left in mere ruin. Knowing that Cybertron could no longer support life, Optimus launched an exodus from his beloved home world in order to save the remaining neutral Cybertronians and Autobots. Now Optimus and his inner circle had left Cybertron, but they were not alone. Megatron and his own inner circle were hot on their tailpipes…

“Bumblebee?”

The yellow and black Autobot was torn from his flashbacks and turned around. Standing before him was a red, black, and blue Autobot, tall and muscular, and bearing two Autobot insignias, one on each shoulder. A large sword with ancient Cybertronian tattoos was being stored on his back. He himself was large, towering over Bumblebee by nearly half a normal sized Cybertronian in height and he seemed to have a concerned expression on his face.

“Uh… sorry, Optimus”, Bumblebee stammered. “You need something from me?”

“I noticed that you were not present during Ultra Magnus’ briefing. Are you alright?”

“I… I…” Bumblebee fought to get the words out. He had always looked up to Optimus, like so many others did. But Bumblebee had a deeper connection to him. During the war, Bumblebee was a neutral courier bot, sending messages to refugees being sheltered in Iacon by the Autobots from various cities all over the planet. He even risked life and limb in Decepticon-controlled cities like Kaon and even Trypticon, the latter of which was capable of transforming into an enormous monstrosity.

Bumblebee wanted to stay out of the war, believing that violence would get him no where. But then he was captured in a Decepticon-controlled city called Tyger Pax and tortured for information on the location of the refugees in Iacon by Megatron himself. Bumblebee refused to give them up and took quite a beating before Optimus himself rescued him. After that, Bumblebee was convinced that he needed to stop running in a world that was out to get bots like him and he joined the Autobots as a member of Optimus’ personal squadron, Team Prime. A young bot fresh onto the battlefield, Bumblebee desperately wanted to prove to Optimus that he could make a difference in this war, but many of his fellow Autobots rarely gave him a chance to prove his worth. It was making him wonder if he had joined the Autobots for nothing.

Bumblebee sighed. “I don’t know, Optimus. I joined the Autobots to save lives, lives that I risked to send messages to loved ones and the like as a neutral. Then when we evacuated Cybertron, several neutrals were left behind to be victims of whatever’s left of the Decepticons. I feel like I failed them just leaving them the way we did.”

Optimus walked over to Bumblebee and placed a comforting hand on his shoulder.

“Your concern for Cybertron’s civilian population is welcome, my friend,” Optimus said. “But we had no choice. With all the damage that Megatron caused with “Operation: Devastation”, leaving our home was the only way to save those fortunate enough not to be directly part of this horrible conflict. It’s true that we were unable to evacuate all of them before Megatron arrived in Iacon, trying desperately to stop the launch of the Ark, but we left Cybertron in capable hands.”

“Right.” Bumblebee looked down at the floor, in the space in between his and Optimus’ feet. “Rodimus.” He then looked up at his leader with a hint of worry on his face. “Do you really think that he’ll be able to handle Galvatron and Straxus? You know what they did to Metalhawk and the Elite Guard!”

Optimus closed his eyes for a moment and bowed his head for a moment before opening them again to look at his most trusted scout.

“I know,” Optimus spoke solemnly. “Metalhawk was a good friend and a loyal soldier. He and the Elite Guardsmen that he and Ultra Magnus commanded were both dedicated to saving Cybertron and possessed an undying sense of bravery. While their loss was a crippling blow to our cause, Rodimus has proven that he can withstand anything Galvatron and Straxus could ever throw at him. I know he and the Autobots who volunteered to stay behind with him will do us proud.”

Bumblebee said nothing, staring at the hand Optimus had placed on his shoulder. He, too, closed his eyes for a moment and thought about the friends he had lost at the hands of the Decepticons.

“I was there when it happened, you know,” Bumblebee said, not even turning his head to look at his leader. “Metalhawk and I didn’t exactly get along very well, but I still cared about him. There used to be sixteen Elite Guard soldiers, including him and Ultra Magnus. Now, there’s only three. I… I should have done something. It should have been-“

He was cut off as Optimus placed both hands on his arms. Bumblebee looked up at Optimus’ face, now in a stern expression.

“Bumblebee,” Optimus began, “I know you wish you could have done more for them at Darkmount, but you cannot keep dwelling on the past. Focus all of your attention on the present circumstances and how you can use them to shape the future. Metalhawk would want you to keep fighting, no matter the cost. Do as he would want you to and only through fighting on will you avenge your friends’ memories. It is only through letting them go, but not so much as you forget why you are here, will we finally defeat the Decepticons. Only then, will we be able to find a way to restore Cybertron.”

Hearing that made Bumblebee smile. Listening to Optimus’ words of wisdom always did warm his spark and strike inspiration in the soldiers working under him. Bumblebee tried to thank Optimus, but the words never left his mouth before a huge explosion rocked the ship, nearly knocking both Autobots off of their feet. Once he got his bearings, Optimus tapped his fingers to the side of his helmet and activated his comm link.

“Ultra Magnus, report!” Optimus barked.

On the other side of the comm channel, Ultra Magnus wasted no time in reporting what had just happened.

“Sir, the Nemesis has caught up to us!” he shouted back. “They’re targeting the Ark’s fuel tanks and launched tow cables at us! We’re being boarded.”

“No…” Optimus muttered. If the fuel tanks were destroyed, the Autobots would be left without a ship to escape. Megatron was really going for the gusto, now.

“Ultra Magnus, send any and all fliers out to sever those tow cables! We cannot allow any Decepticons to board!”

“Understood, sir!” Magnus replied. “But what about our fuel tanks?”

“Do you have any visual on who’s attacking them?” Optimus asked.

“According to Wheeljack, it looks like Devastator and the Mayhem Attack Squad! I’ll send the Wreckers out to intercept them.”

“Alright,” Optimus said. “Send them after the Mayhem Attack Squad, but keep them clear of Devastator. My team and I will take care of him”.

Bumblebee’s optics widened. Devastator was a gestalt, one of the five combiners the Decepticons had at their disposal. He had laid waste to several Autobots and civilians during the war for Cybertron. What chance did Team Prime have against him?

“Sir…” Ultra Magnus hesitated. “If you don’t survive against him, I fear neither will the Autobot cause.”

“Very well, then,” Optimus answered. “We take down Devastator or die trying. Assume command until I return, old friend. I will contact you if we are successful in defeating him.”

“Uh… alright,” Magnus answered, a hint of nervousness in his voice. “Good luck to you, sir.”

“And you,” Optimus said. Then the comms went dead. Optimus turned back towards Bumblebee.

“Are you sure about this, Optimus?” Bumblebee asked. “If we lose against… that thing, how will the others survive? How will we-?”

Optimus silenced Bumblebee by once again placing both hands firmly on his shoulders.

“Trust me,” Optimus said with determination on his face. “I have a plan.”

“I hope it’s a good one,” Bumblebee said back.

Optimus said nothing as a mouth plate appeared on his face. “Let’s roll.”

And with that, Bumblebee activated his own mouth plate as he and Optimus took off down the corridor, the blackness of space now alight with fiery explosions.

"THIS PLACE IS CRAWLING WITH AUTOBOTS!"

"OUT OF MY WAY, VERMIN!"

The Wreckers, the crack commando unit of the Autobots, couldn’t believe what they were seeing. They had heard reports of these giants back on Cybertron and even witnessed one of them tearing up the ancient city of Polyhex. But these two were different. On the left, a green and purple giant with drills replacing its hands and a red visor covering its eyes. On the right, a heavily armored and dark-colored giant with helicopter blades mounted on its left arm and a mouth plate on its face. Both were heading right for the Ark’s fuel tanks and showed no signs of slowing down. In front of both gestalts, a small group of Decepticons were advancing onto them, weapons at the ready and unwelcome smirks on their faces.

The Decepticons stopped several meters in front of the Wreckers. Their leader, a strange-looking Cybertronian with blue-colored armor, a tail, sharp claws, and a face only Unicron could love stepped forward. “I’d ask if you would step aside, but that would be rather pointless, now would it?” he asked. “Do you honestly think that you can stop our giant friends here and save your precious Ark?”

A blue and orange Autobot stepped forward, eyes narrowed directly at the leader of the Decepticons standing before them. He simply tossed his blaster aside, almost casually, before looking at the two giants and back to the leader again.

“I’m not sure if the Wreckers can stand up to your little pets,” the Autobot said. “But I do know someone who will.” Suddenly, he threw his right arm up into the void and clenched his fist. “Commandobots! Combine into Ruination!”

Suddenly, two of the Autobots behind him changed form and flew into the air before aiming at the ground just a few feet in front of their leader, much to the shock of the Decepticons present. As they landed, they changed again, this time into what appeared to be legs. The leader jumped up onto the legs and morphed his body into a large torso as two more Autobots changed form and drove towards their comrades. As the leader connected with the leg components, a large head, resembling the one belonging to the heavily-armed Decepticon giant emerged. The other two Autobots transformed and jumped into the sockets on either side of the torso component, changing into large arms.

The Decepticons stood in shock at what they saw, especially when the leader noticed that the remaining five Autobots behind the giant were smiling, weapons at the ready, mimicking their actions.

“H-how!?” The leader stuttered, unable to comprehend what he was staring at. “Only Decepticons had access to gestalt technology! How in Primus’ name did you-?!”

One of the Wreckers, a large, green and white Autobot armed to the teeth with weaponry, stepped forward in front of Ruination, his teammates right by his side.

“A few of our specialists snuck into your pal Shockwave’s lab a few days before the Ark launched. We were able to recreate the gestalt technology using a few of our own soldiers,” the Autobot said, almost casually. “You didn’t think we were gonna let you have an unfair advantage in this war, did you?”

The Decepticon leader just scowled and turned upwards towards the green and purple Decepticon gestalt. “Devastator,” he ordered, “continue towards the fuel tanks. “Bruticus and the rest of us will take care of these scum.”

Devastator looked back down at his commanding officer. “AS LONG AS I GET TO DESTROY SOMETHING,” the behemoth bellowed. He then lumbered around his comrades and towards the direction of the Autobots. He exchanged only a minor glance with Ruination as he passed by him. A white, orange, and blue Autobot reached for his blaster and prepared to fire on Devastator, but the Wrecker leader placed his hand on the weapon and lowered it.

“No, Seaspray,” the Wrecker leader whispered. “Optimus told me he and his team would take care of him. Let’s focus on these losers, shall we?”

Seaspray looked at his boss and then back to Devastator, who was simply ignoring them and heading right for the fuel tanks, several meters behind them. He then turned back to his boss again. “Aye, Hound,” he answered. “I think its time we taught these scurvy cyber-mutts a lesson in pain.”

Hound smiled and turned towards the Decepticons and their odd-looking leader. “You always liked having the big guns doing your dirty work for you, huh Steeljaw?” he asked. “Why don’t you actually show me that you have the ball bearings to fight up close and personal like real bot?!”

Steeljaw just smirked once more and cross his arms. “You aren’t the sharpest sword in the armory, aren’t you?” he asked. “It’s true that I prefer to use my wits to solve a situation and let others do the heavy lifting, but as leader of the Mayhem Attack Squad, the fiercest squadron the Decepticons have to offer, I think you’ll find that I have not evolved beyond the joys of combat. So…”

He held up his hand and his troops and Bruticus assumed combat stances. The Wreckers, in turn, did the same, ready for whatever was coming at them.

“Prepare to meet Primus!” Steeljaw’s smirk turned into a devilish grin. “Everything you know is at an end.”

He then threw his hand down and Bruticus immediately jumped right at Ruination, catching him in a full-body tackle. The other Wreckers dove out of the way as the two gestalts came crashing to the ground. This did not faze Hound in the slightest, however, and as the Mayhem Attack Squad let out a battle cry and charged at him, Hound got up and charged, guns blazing. The other Wreckers wasted no time in following their commander’s lead.

“COME AND GET SOME!” Hound shouted. “FOR CYBERTRON!” As he shouted those words, Hound never even cared about Devastator being sent to destroy the Ark’s fuel tanks. Optimus Prime had told him that he had a plan in motion to deal with the gestalt Decepticon. He just hoped he’d be able to make it work.

As he piloted his personal starship, the Jackhammer, around a series of explosions coming from every point imaginable, Wheeljack couldn’t help but smile. He was a Wrecker. Battle was what he and his teammates lived and breathed and he enjoyed every single minute of it. He and his copilot, a green-colored Wrecker named Bulkhead, had been assigned by Ultra Magnus to help the Aerialbots with severing the tow cables the Decepticons had launched onto the Ark, to prevent them from boarding. Bulkhead knew that several Decepticons had already gotten onto the ship; in particular, he could have sworn that he had seen Megatron’s communications officer, Soundwave, riding on one of the tow cables as it was being launched at the Ark. He just hoped his teammates could take care of him.

But that was the least of his and Bulkhead’s problems. There were at least five tow cables launched at the Ark. They and the Aerialbots had managed to take out at least two of them with ease before the ‘Cons started firing at them. The two Wreckers had tried to destroy a third tow cable when two members of the Mayhem Attack Squad, Thundercracker and Sunstorm, came right at them, initiating a dogfight. Normally, Wheeljack was a stellar pilot, able to take out Decepticon flyers like there was no tomorrow. But Thundercracker and Sunstorm weren’t ordinary Decepticons. Those two were former members of the Seekers, an elite group of Decepticon flyers who served directly under Megatron and had special abilities. Thundercracker was capable of creating sonic booms with his blasters while Sunstorm was capable of absorbing energy from enemy blasters and using it against his foes with devastating force. The two of them really had Wheeljack and Bulkhead on the ropes and wanted nothing more than to blast them into space dust.

“You won’t escape this time, Wheeljack!” Wheeljack could hear Sunstorm shouting. “You may have been a fine warrior in the past, but your luck runs out here!”

“Heh, you wish,” Wheeljack muttered to himself. He veered a hard right as he was barely able to avoid a rocket launched by Thundercracker. He then turned around and flew straight at the two ex-Seekers.

“Uh, Jackie?” Bulkhead nervously asked. “You sure that’s a good – “ He suddenly yelled out in surprise as both Decepticons fired at him. But Wheeljack was ready. Pressing the red buttons on his ship’s steering wheel, he fired a volley of plasma bolts at the oncoming missiles Thundercracker and Sunstorm were furiously trying to pump into them. The resulting explosion caused both Decepticons to yell out in surprise and veer away to avoid being hit as the Jackhammer came soaring right out of the inferno. Thundercracker and Sunstorm assumed their robot forms and fired again from their arm-mounted cannons, Thundercracker firing two sonic booms and Sunstorm unleashing a volley of flame.

“Wheeljack…” Bulkhead began.

“I know, I know,” Wheeljack insisted. He started to fly in a circle around the two ‘Cons thinking of a good way to bring them both down. He had one that could generate sonic booms and another that could shoot flame and absorb energy. How could he possibly work his way around… and then it hit him.

“Autopilot: online,” Wheeljack said. As the ship manually began to pilot itself around the furious attacks from the Decepticons, he got out of his seat and began making his way towards the rear of the ship.

“Wait a minute, Jackie! Where are you going?” Bulkhead asked.

“Just try and hold them off for about two minutes, will ya? I think I figured out a way around these two jokers!” Wheeljack called back. He then went through the doorway at the rear of the ship and into the weapons locker. Bulkhead turned back towards the action and fired a few missiles at the ‘Cons to counter their attacks.

“I hope you know what you’re doing, buddy,” Bulkhead muttered.

Fortunately for Bulkhead, Wheeljack did. Or at leased he hoped he did. In the weapons locker, he grabbed a crate labeled “spare energon grenades” and opened up a panel in the ceiling. Swinging upwards with the crate in a fast motion, Wheeljack poked out of the hole and to the vacuum of space, shutting the hatch behind him so that nothing got sucked out. The magnetic locks on his feet allowed Wheeljack to stand on the hull of the ship so that he wouldn’t get sucked out into space, either.

Activating his mouth plate, Wheeljack fired directly at Sunstorm, the shots hitting him and his body beginning to glow as a sign of the energy attack being absorbed. Enraged, Sunstorm howled, changed into his jet mode, and flew directly at Wheeljack, firing bolts of electrified energy at him. Skillfully, Wheeljack unlocked the crate he was carrying and waited for the Sunstorm to get close enough.

“Like I said, Wheeljack,” Sunstorm cried. “This is where your luck ends!”

Right as he said that, he got close enough to where he started firing his flamethrowers, just as Wheeljack hoped for. At that moment, he threw the crate right into the line of fire and fired two blasts from his integrated plasma guns.

Inside the Jackhammer, Bulkhead felt the ship rocking violently as a large explosion went off right next to him, knocking him out of his chair and jolting the ship. Moments later, he barely managed to get onto his knees as the ship began to spiral out of control.

“Autopilot: offline!” Bulkhead shouted and crawled his way into the pilot’s chair, where he placed his hands on the steering wheel. “Auto guns: online”. He then felt a small jolt before he took control of this ship, putting it back on course. He was no Wheeljack when it came to flying ships, but he could still do the job nonetheless. Bulkhead then activated the ship’s comm link.

“Wheeljack, what happened? Do you read me?” Silence. “Wheeljack, do you copy? Are you alright? What was that explosion just now? What happened to Sunstorm?” No answer. Did that explosion…?

“Oh, no,” Bulkhead thought. “Jackie… this can’t be how it ends. It just can’t!”

He was brought back to reality as a screaming Thundercracker flew right at the ship, smashing through the glass and ripping Bulkhead out of the Jackhammer and into the cold vacuum of space by the throat. With a look of pure anger, Thundercracker tightened the grip he had made on Bulkhead’s throat and brought one his blasters to his chest, preparing another sonic boom. Rather than firing it at Bulkhead, though, he instead hesitated for a moment before he opened fire on the Jackhammer, obliterating the ship in an instant.

“You Autobot fools think you’re so smart, don’t you?” he ranted through gritted teeth. “Your little friend actually managed to bring down Sunstorm, but he didn’t stop to think about what the explosion did to him!”

“J-Jackie…?” Bulkhead managed to cough out.

“Oh, he’s alive, I assure you,” Thundercracker said in a low voice. “But not for long. That explosion he made overrided Sunstorm’s ability to absorb energy and mostly incinerated him. Your friend got knocked away by the explosion and from what I could tell, he was out cold.” He then prepared to fire another sonic boom into Bulkhead’s chest. “Once I’m done with you, I’ll bring him straight to Lord Megatron and make sure he pays for what he’s done! But not before I offline your worthless shell! Power to the Decepticons forever – “

Suddenly, his face turned from an insane look of triumph to one of utter shock. As his breathing became heavy and rapid, Bulkhead looked down and saw a blade sticking right out of Thundercracker’s chest and then looked up over his shoulder to see who had done it. Much to his surprise, Wheeljack was there, his face and torso showing signs of burning from the explosion he had endured. In addition, his armor was cracked, his mouth plate was shattered, and there was a small hole in his midsection leaking energon. He was holding one of the two swords he had stored on his back, the blade having pierced the Decepticon’s spark.

“Yeah, you might wanna put a ‘dot, dot, dot’ after that, pal,” Wheeljack groggily replied as he ripped the blade out and moved to his left as Bulkhead’s left hand became a large ball, which he used to knock Thundercracker’s dying form away into the blackness of space. Wheeljack put his sword away and Bulkhead managed to bring his wounded form over his shoulder, the rocket thrusters Wheeljack had on the back of his shoulders disengaging.

“You kinda cut that one a little close, don’t ya think?” Bulkhead asked.

“Hey, it worked, didn’t it?” Wheeljack replied. “I figured I could use Sunstorm’s ability to absorb energy against him, make it so that he absorbed too much of it and went kaboom. Probably should have just let his flamethrowers do the work, though. Firing at those grenades myself probably made the explosion bigger than I though it would be.” He then looked around and saw several bits of debris, realizing that his personal starship was no more. “So,” he continued, looking back at his longtime partner and friend, “how do we get back to the ship?”

“Why don’t we ask him?” Bulkhead said as he pointed to something coming up in front of him. Wheeljack turned to where Bulkhead was pointing and his mouth dropped. An abnormally large, white and red Autobot flew up to them, a red visor covering his eyes and his helmet as black as night.

“I don’t believe it,” Wheeljack gasped. “Superion! It works! The gestalt technology worked for us!”

“INDEED. THANK YOU, WHEELJACK,” Superion, the Autobot gestalt, boomed. “YOUR CONTRIBUTION SERVES US WELL. THE TOW CABLES ARE SEVERED AND I HAVE MANAGED TO DEFEAT THE CONSTRUCTICONS. BUT THE REST OF THE AUTOBOTS ARE STILL IN DANGER. WE MUST REACH THEM BEFORE IT IS TOO LATE.”

“Then let’s not keep them waiting!” Wheeljack managed to cough out. “We don’t want them to have all the fun, now do we?”
Superion took the two Wreckers into his hands and flew as fast as he could towards the Ark. It wasn’t until a few moments before they arrived before Bulkhead and Wheeljack noticed something else. The Decepticon warship had been devastated, like someone had cut through it with a large blade.

“Uh,” Bulkhead started. “What happened to the Decepticon’s warship?”

Not looking down, Superion gave his answer. “I happened. Along with Ruination.”

Wheeljack couldn’t help but smile a second time.

Author's Note

Please note that I do not intend to use every single Transformer introduced in the prologue in the main story, as I don't want to make this feel overstuffed. So expect a few Autobots and Decepticons to kick the bucket both here and later on.

Prologue, Part 2

A few minutes earlier…

As the fight between the Wreckers and the Mayhem Attack Squad continued behind him, Devastator made his way towards the Ark's fuel tanks. The ship’s automated defenses tried to bring him down, but that was like throwing leftover pieces of scrap at him. He simply crushed most them underfoot and destroyed the rest with his drills. Soundwave was leading another group of Decepticons into the Ark to take out the rest of the defenses, but for some reason, the defenses were still online. What could possibly be taking him? Devastator didn’t know, but frankly he didn’t care. The only thing that mattered was that he would destroy the Ark’s fuel tanks and prevent the Autobots from escaping. Destruction was the only thought that ever entered his mind.

He soon came to where he needed to be. With nothing left to stand in his way, Devastator activated his drills and prepared to sink them right into the fuel tanks.

“YEEEAAAAARRRRGGHH!!!”

A powerful jolt of energy suddenly ripped through Devastator, immobilizing him. Then he began to fall apart. First his arms fell, followed by everything from his upper torso up, and then the rest of him fell to his knees and his lower torso hit the ground. As they fell, Devastator’s parts changed, transforming into his smaller components: the Constructicons, a specialized group of six Decepticons in charge of several of building some of their most powerful weapons. Moments later, they began to get up, dazed and confused as to what just happened.

As the Constructions struggled to get to their feet, they turned to see a white and orange colored Autobot with a scar on his chest, along with additional ones over each shoulder and a monocle over his right eye. He was carrying a large blaster on his right arm connected to a backpack; the barrel of the weapon smoked and crackled with electricity.

“That’s as far as you go, Constructicons!” the Autobot shouted. “There’s nowhere to run. It’s time for you all to pay for your crimes against Cybertron.”

One of the Constructicons manage to stand upright and chuckled. “Oh yeah?” he asked. “You and what army?”

The Autobot just remained where he was, not so much as batting an optic. However, he did allow a smirk to creep onto his face, which unnerved the Constructicons. “The one right behind you,” he then replied.

At that moment, the Constructicons heard the sound of several blasters cocking and turned… and quickly wished they hadn’t. Standing a few feet away was Optimus Prime and several other Autobots with their blasters trained on them. Two of the Autobots, one colored orange and black and the other colored white and black, didn’t carry and guns, but they were instead at the ready wielding swords and a staff, respectively. Some of the Autobots on the outer side of the group fanned out to keep the Constructicons from escaping from the sides. Two of them, a red one with cannons mounted on his arms and a blue and yellow one with what appeared to be a small pistol, moved next to where the white and orange Autobot was standing.

“Ratchet,” Optimus called, “are the Constructicons’ t-cogs disabled?”

The white and orange Autobot responded, “All readings are clear on my watch, Prime.”

The Constructicons’ leader spoke up. “What… what did you do?!”

“Using this device, I forced you all out of your gestalt form and back into your original forms,” Ratchet explained. “And if my calculations are correct, you won’t be able to leave your robot forms for a long time. Nor will you be able to gain access to your weapons systems!”

“Order your men to stand down now, Mixmaster,” Optimus called out. “Or else we will be forced to use less than pleasant means of making you surrender.”

Mixmaster, leader of the Constructions, paused for a moment and then stared at Optimus directly in the optics for what he said next. “If you think the Constructicons will surrender simply because we cannot achieve our strongest form nor use our weapons, you’d be wrong.” He motioned to two bulky Constructicons standing to his right. “My friends Scavenger and Long Haul here are some of the toughest Cybertronians the Decepticons have to offer, able to withstand blaster fire, missiles, and melee weapons.” Then he motioned to the three on his left. “Hook, Hightower, and Scrapper on the other hand have survived skyscrapers collapsing on top of them and even endured explosions that have destroyed whole cities. We were built to last, Prime, and we won’t stop fighting until all of you are gone!”

Suddenly, several explosions briefly rocked the ship, shaking everyone in the area. Long Haul and Scavenger turned to see the source and reacted in sheer shock at what they saw. A large, white and red gestalt bearing the Autobot insignia on its chest and holding a large, red, smoking pistol was flying right at them. Mixmaster looked behind it and saw what he could make out as pieces of the tow cables that were holding the ship together. He could also see the other Autobot gestalt, Ruination, flying straight towards the Decepticon warship, wielding what seemed to be a white, double-barred blaster.

“SUPERION, PROTECT ARK!” the white and red Autobot gestalt shouted as he scooped up the Constructicons as they tried to run for it. Then he spun around and threw them out into space; Team Prime watched as the six Decepticons shouted for help, with no response as they floated away. Then he turned towards the Decepticon warship, aimed its blaster at it along with Ruination, and both gestalts opened fire.

From his place next to Optimus, Bumblebee’s expression, mixed with pure shock and utter joy, never gave way. “I wish I could see the look on Megatron’s face right now…” he thought to himself.

Megatron, leader of the Decepticons, stood on the top of the Decepticon warship, surveying the battlefield below. It all started so well. After the Autobots retreated from Cybertron, he had gathered several of his most loyal followers and chased after them for several weeks. Soon, weeks turned into months and now, they had finally caught with them after chasing them from one corner of the galaxy to the other. The plan was simple: send the Mayhem Attack Squad, along with their two gestalts, Devastator and Bruticus, to attack the Ark’s fuel tanks to stop them from escaping while his communications officer Soundwave led a small strike team inside the Ark via tow cables to disrupt the defense systems. Then, when it was over and most of the Autobots had fallen, he would crush Optimus Prime with his own servos.

But then, things started going wrong. Soundwave’s team was supposed to have reported back at least five minutes ago, but so far Megatron hadn’t heard a thing back from him and the Ark’s defenses were still online. Meanwhile, the Mayhem Attack Squad, Devastator, and Bruticus were being stalled by the Wreckers, who had somehow managed to recreate the gestalt technology for their use. How? Did someone actually manage to bypass their security and enter Shockwave’s laboratory? Even worse, Devastator had been taken out, forced back into the Constructicons by Team Prime. How could things possibly get any worse?

“Lord Megatron!”

Megatron turned around to see two Decepticons running towards him. The one on the left was grey and red in color, had wings on his back as in indication of his jet alternate mode, a missile mounted on each arm, and was far shorter than him. The one on the right was about Megatron’s own height, somewhat bulky, was colored purple and grey, had a large cannon in place of his left arm, and a single, large, red optic making up his face. With the cyclopean, Megatron could never directly tell what his expression was, but with the shorter Decepticon, things were much clearer. This Decepticon had a penchant for bringing bad news at the wrong time and the worried look on his face told him that something had gone down south.

“Starscream, Shockwave,” Megatron said. “What is it?”

“My liege,” Starscream said, “I’ve just tried getting into contact with Soundwave, but when I did, all I heard was an Autobot taunting us!”

Megatron’s eyes narrowed. “WHAT!?”

“He speaks the truth, Lord Megatron,” Shockwave droned in his low monotone voice. “Someone must have intercepted Soundwave’s strike team before they could take out the Ark’s defenses. Either Optimus Prime knew about our attack or more likely he had this contingency set up just in case.”

Megatron growled to himself and stared at the ground for a moment before facing his fellow Decepticons. “It would seem I underestimated Optimus’ intelligence. No matter. I will deal with him soon eno – “

Before he could finish his sentence, Megatron heard a large explosion behind him and turned around, Starscream and Shockwave running up to his side to see what their master had discovered. What they saw made Megatron and Starscream’s jaws drop.

“SUPERION, PROTECT ARK!”

“What in the pits of Kaon is that!?” Starscream shouted. As he and Megatron stared in disbelief at the the… Autobot gestalt that had just severed the ship’s tow cables and was now flying right at the Constructicons.

Meanwhile, Shockwave was looking over towards another part of the ship. He could see Bruticus and the Mayhem Attack Squad fighting the Wreckers and what appeared to be another Autobot gestalt. Both sides were fighting hard, but from what Shockwave could make out, the Autobots were winning. Granted, two of the Wreckers appeared to have fallen, but the remaining three were still proving to be bothersome with Steeljaw and his team.

But Shockwave wasn’t completely focused on them, rather he was focused mainly on the two gestalts, the Autobot gestalt in particular. “So, the Autobots stole the gestalt technology behind my back,” Shockwave thought. But before the three Decepticons could react further, Shockwave saw the Autobot gestalt fighting Bruticus bring out a double-barreled blaster and fire a massive blast that knocked the Decepticon gestalt clear off the ship and into space. Meanwhile, Megatron and Starscream saw the second Autobot gestalt grab the Constructicons as they ran and throw them off the ship.

With both of the Decepticons’ gestalts out of the fight, both Autobot gestalts turned their attention towards the Decepticon warship. As they both raised their blasters, Megatron realized what was about to happen.

“Take cover!” Megatron cried out. At that moment, both gestalts fired, massive beams emitting from the barrels of their blasters. Shockwave dove to his left while Megatron and Starscream dived off the top of the ship, transformed into their jet modes, and flew out of the line of fire. The beams ripped through the ship like a hot sword going through an enemy soldier. The beams fired them move up and down, tearing the ship in half in a large explosion. Shockwave managed to dodge most of the blast, but was knocked off the ship by its sheer force. As soon as they were clear of the line of fire, Megatron turned back into his robot form and surveyed the damage. The Nemesis had been cut in half.

“This is impossible! Those guns were about as powerful as a warp cannon! What sort of trickery is this?”

“My liege!” Megatron whirled around to see a panic-stricken Starscream hovering next to him. “We don’t stand a chance against that kind of firepower! We need to – “

“NO!” Megatron shouted. “I have come this far and I do not intend to surrender now!”

Starscream shrunk back, shocked by Megatron’s outburst. “But… what do you intend to do?”

He yelped out in surprise as Megatron grabbed him by the back of his neck and pulled him close. “Retrieve Shockwave and rally the remaining Decepticons,” Megatron hissed. “I’ve had Skywarp place a bomb in the engine deck of the Ark. Or do you need to be reminded of a contingency plan that you suggested to me?"

Throwing Starscream aside, he then finished, “Prepared to locate survivors. We’re finishing this. Optimus is mine.” Megatron then proceeded to change into his jet mode and blasted off directly at Optimus’ position on the Ark. Starscream stared in disbelief for a moment as his leader flew away before transforming himself and flew to the ruined Decepticon warship to retrieve Shockwave. If he was even still alive, of course.

And that’s when his sensors picked up the explosion that tore through the engines of the Ark.

“Optimus, you read?”

“I read you, Jazz. What is your status?”

Over the comm channel, Optimus heard his first lieutenant report on what was happening inside the Ark. “The contingency plan worked like a charm,” Jazz reported. “The Elite Guard and I caught Soundwave, Rumble, and a few other Decepticons off guard when they tried to destroy the power supply to the Ark’s defenses. Took a bit, but they’re all out cold.”

“Good work. Take the Decepticons to the brig and then head back to the bridge. The rest of Team Prime and I will be with you shortly,” Optimus ordered.

“Roger that, Prime. Jazz out.” As the channel clicked off, Optimus’ looked up at Superion, who had just helped to destroy the Decepticon ship along with Ruination.

“Superion, do you know where Wheeljack and Bulkhead are?” he asked.

“BOTH WERE INTERCEPTED BY THUNDERCRACKER AND SUNSTORM WHILE WE WERE BUSY FIGHTING OFF THE DECEPTICON WARSHIP’S DEFENSES AROUND THE TOW CABLES,” Superion said. “I WILL GO SEARCH FOR THEM.”

Optimus sighed. “Alright. But be careful. Knowing Thundercracker and Sunstorm, Wheeljack and Bulkhead will need all the help they can get.”

Superion nodded and flew off, Team Prime watching him go.

“Still can’t believe that we actually managed to get the gestalt technology to work for us,” the red Autobot with cannons on his arms said.

“We gotta thank the doc-bot here for that,” the blue and yellow one replied. “If it weren’t for him, Perceptor, and Wheeljack, the Ark probably wouldn’t be here right now.”

Ratchet just shrugged. “Pfft, well…” he muttered sheepishly.

Optimus stepped forward. “I will not deny that the gestalt technology is impressive, but it is not the only factor that will win this war for us. We must remain vigilant. Megatron will not give up so – “

An explosion suddenly rocked the ship and everyone was shaken by it. Everyone looked towards the direction of the sound and saw the place where each of the ship's the thrusters were being torn apart by a large explosion.

“What was that?!” the black and white Autobot shouted.

Optimus quickly tapped his comm-link to reach the bridge. “Ultra Magnus, do you read me?” he frantically called.

“OPTIMUS!!!”

Team Prime looked outwards towards the ruined Decepticon warship and saw a Cybertronian jet flying towards them, blasters blazing. Everyone but Optimus ducked out of the way to avoid the laser fire, the Autobot leader bringing up his arms to defend himself. But Megatron’s shots were simply meant to ward the other Autobots off. Knowing this, Optimus jumped into the air and grabbed ahold of Megatron’s wings, allowing the Decepticon leader to fly them both into the space around the Ark. As Megatron shook violently to throw Optimus off him, Optimus used his sheer strength to direct their flight path straight through the window of the Ark’s bridge. The Autobots inside dove aside as both warriors came crashing through, immediately setting off an alarm as the air pressure dropped, causing a vacuum suction that threatened to pull everyone in the bridge out into space.

Optimus reached behind him and pulled out his sword, which glowed blue upon Optimus touching its handle. Then as Megatron transformed into his robot form, Optimus impaled it into the floor, keeping him anchored. But Megatron was prepared, as well. Reaching behind him, he pulled out a purple-colored, jagged blade, about the same size as Optimus’ sword, that he stabbed into the floor just a few inches in front of his rival. Megatron stared at him coldly as they both struggled to keep themselves intact.

“You think that by stealing our technology and destroying our warship you’ll defeat us!?” Megatron shouted over the overwhelming noises around them. “I will not be denied, Optimus! I will not be denied my rightful conquest of the universe! Soon, we shall be feared throughout the galaxy, as warriors! As GODS!”

Optimus’ optics narrowed when he heard that last sentence. Had Megatron really fallen that far? “I am but a soldier, Megatron!” he shouted back. “You and all who follow you are just prisoners of your own twisted delusions!”

Screams filled both warriors’ audio receptors as several Autobots and Decepticons lost their grip and went flying out into space. Optimus looked around and saw Ultra Magnus, a blue and red Autobot almost his size with large shoulder pads and a large hammer on his back struggling to hold onto the control panel before he inevitably slipped and was sucked out. Optimus turned away and back towards Megatron, now seething with anger as he held tightly onto his sword. Then, a feminine voice crackled over the loudspeakers.

“Warning: planetary impact imminent.”

Optimus and Megatron took a brief moment to stare out of the broken windshield and into space. Right in the middle of it was a large planet, blue and green in color. But Megatron wasn’t distracted by this sight for long. Moments later, while Optimus was still distracted, he spun around with his sword as an anchor and kicked Optimus in the head. Optimus felt his sword being torn from the floor as both he and it were pulled into the darkness.

“This is the sight of our final conquest, Optimus Prime!” Megatron cackled. “All who inhabit that planet shall fear the might of Megatron!”

“Not today, Decepti-creep!” an unknown voice suddenly called out from behind him. Megatron turned to see the source and a white, blue, and red Autobot with a blue visor over his optics burned from an explosion suddenly appeared and caught him in a full-body tackle, ripping Megatron’s sword out of its place in the floor in the process. Both Cybertronians were thrown out of the bridge and into the atmosphere above the planet, where Optimus and several other Cybertronians had been thrown. But they didn’t stay there for long. As the Ark plummeted into the planet below, everyone in the atmosphere, Autobot and Decepticon alike, followed suit, succumbing to the planet’s gravitational pull and following it down.

As he fell and darkness overtook him, Optimus’ only hope was that his team was still alive and that they could continue on without him and Jazz. The Decepticons had to be stopped… no matter the cost.

In a small town in the country of Equestria known as Ponyville, all was quiet as nighttime encompassed the land. All throughout the homes, ponies were sleeping, young and old. On the edge of Ponyville sat a tree-like castle, home of Twilight Sparkle, Princess of Friendship. Unlike her fellow ponies, she was not asleep, but instead looking upwards in an act of stargazing. Studying the dance of stars was always a favorite pastime of hers.

On this night, Twilight stood on the balcony of her castle and yawned. She knew it was about time to sleep, but she couldn’t tear herself away from the constellations in the sky. It was all so very beautiful. After a few seconds, the alicorn finally managed to tear herself away from the night sky and started to walk back into her castle. That’s when a bright light illuminated the sky, drawing Twilight’s attention back to the stars.

Twilight gasped in awe as she saw an abnormally large object passing through the stars, a few infinitely smaller objects following in its wake. Was it a meteor of some kind? Whatever it was, it passed over the castle and far off into the distance. The smaller objects falling behind it seemed to disperse and go off in separate directions. They, too, soon disappeared from view.

A tremor ran through the ground, shaking Twilight to her very core. The larger object must have hit an area somewhere around Ponyville. She made a mental note right then and there to find the rock and examine it the first chance she got. Just then, she heard someone else yawning and looked down to see a young, purple and green dragon with a blanket wrapped around him.

“Did you feel that, too, Twilight?” the dragon asked.

“Yeah… yeah, I think so, Spike,” Twilight replied. “I saw something fall out of the sky. I think it hit ground somewhere not far from here.”

A look of uncertainty crossed Spike’s tired face. “You’re not gonna go looking for that thing, are you?” he asked.

Twilight thought about it for a moment and then giggled. “Of course I am! It’s been a pretty slow week for me anyways and I don’t really have anything better to do.”

Spike opened his mouth to protest, but just then, he suddenly burped a green flame that quickly dispersed, leaving only a small scroll with a red ribbon wrapped around it. Using her magic, Twilight opened the scroll and read aloud:

“My dear Princess Twilight,

I need you and your friends to meet me, Princess Luna, Princess Cadance, and Prince Shining Armor in Canterlot tomorrow. It is a matter of dire importance.

Sincerely,

Princess Celestia

P.S., send a message to Sunset Shimmer in the human world telling her I need her, as well. As much as I don’t want to disrupt her life in the human world, Equestria is going to need all of the help it can get for what is coming.”

Twilight put the letter aside as she and Spike exchange confused looks. What was Princess Celestia talking about? What was going on? What was coming? Why does she need Sunset Shimmer to come back?

“Well…” Twilight said, mostly at a loss for words. “I guess we’ll have to hold off on this UFO business until… whatever’s going on in Canterlot is settled.” She then yawned. “Come on Spike,” she continued, “let’s hit they hay.”

Spike yawned in response. “You don’t have to tell me twice.” They walked back into the castle side-by-side, while the questions Twilight had in her head continued to swirl around.

“Whatever’s happening,” Twilight thought, “my friends and I will do all we can to help. No matter what.”

Author's Note

They have no idea what they're in for.

On another note, setup for the Transformers is done! For anyone keeping track, here's the Transformers who are in this story (characters KO'd by the end of the prologue are crossed out):

Team Prime: Optimus Prime, Bumblebee, Ratchet, Ironhide, Jazz, Arcee, Drift

Other Autobots: Ultra Magnus, Smokescreen and Prowl (not mentioned by name)

Wreckers: Wheeljack, Bulkhead, Cliffjumper, Sideswipe, Hound, Seaspray, Trailbreaker (not mentioned by name)

Megatron's Inner Circle: Megatron, Starscream, Shockwave, Soundwave, Skywarp, Rumble (one more to come)

Mayhem Attack Squad: Steeljaw, ~~Thundercracker~~, ~~Sunstorm~~, four others to be properly revealed in the following chapters

Gestalts: Superion, Devastator, Ruination, Bruticus

Lastly, if you're wondering why Ratchet has a monacle, that's because I based his appearance off of his Beast Hunters toy.

Chapter 1

Hope...

Inside of a tent pitched just outside of the Badlands, a lavender colored unicorn with turquoise hair awoke from her sound sleep. Next to her lay another unicorn, grey in coat color and hair black as night. Above the two hung a lantern turned out for the night, while all around the tent, supplies were scattered about, a red cape with white fur on the edges, a brown cloak, and a saddlebag with three black crystals inside. The lavender unicorn yawned and sat up. It was still dark outside, but for some reason, she thought she heard someone calling her name.

She looked down at her companion. He was still asleep, so whoever or whatever was calling her it couldn't be him. She cautiously opened the tent entrance and peeked out at the dark landscape surrounding her. When the voice failed to say anything, she sighed and zipped the entrance back up.

"Hope?"

With a squeak, Hope turned around and saw her companion was now awake.

“Are you alright?” Sombra groggily asked her. “You seem a bit troubled.”

“Sorry, Sombra”, Hope replied. “I thought I heard someone calling my name. I guess I’m just anxious to get Princess Amore back is all.”

“Well, it may take a while”, Sombra said, sitting up and yawning. He then reached towards some nearby saddlebags and pulled out a tan-colored scroll and unraveled it. A map of all of Equestria was drawn on it, with a continent on either side of it.

“When I was lost in my darkness all those years ago, I specifically scattered the pieces of Amore’s statue all over the world. That includes everything outside of Equestria,” Sombra said, motioning towards Griffonstone, the continent to the east of Equestria. “We may have to travel overseas in order to find all of the pieces, thirty-two more to be exact.”

Hope was unable to conceal an excited smile. “Oh, I can’t believe this!” she exclaimed quietly. “We’re actually journeying beyond Equestria! I’ve never been to Griffonstone before!”

“Indeed”, Sombra said. “I’ve heard the kingdom itself is majestic.” He then looked down at the ground for a moment. “And to think I came close to enslaving them…”

Hope frowned and thought back to over a thousand years ago. She remembered how she learned that her childhood friend Sombra, had turned out to be an umbrum, a pony of pure shadow, enslaved the Crystal Empire, and turned its ruler, Princess Amore, into a crystalline statue which he broke into several pieces and spread them around the world . When Princess Celestia and Princess Luna imprisoned him in ice, the entire empire disappeared. Once it returned, Sombra tried to take back what he believed was his and was defeated. Radiant Hope had gone to great lengths to try and save her friend, but he seemed too chained to what he believed his fate. But in the end, Sombra had redeemed himself and to atone for his actions, he promised to find Amore's shards. Even after all of that, however, Sombra was still feeling guilt over what he had done.

Hope brought a hoof to Sombra’s chin and lifted his head so their eyes met. “Sombra”, Hope began, “I know that you hurt a lot of people. But if I can throw away my destiny as a princess to save you, then you can throw away your destiny as a harbinger of fear to save Princess Amore. Besides, the princesses believe you’re worthy of a second chance. So please, forgive yourself.”

Sombra smiled at her. After everything he had been through, this was something that he needed to hear. He grabbed onto Hope and pulled her into a hug, a move that initially caught her off-guard. But soon, Hope nuzzled her head into Sombra’s chest and wrapped her hooves around his torso, returning the favor.

“Thank you, Hope”, Sombra replied.

“What else are friends for?” Hope giggled.

“Hope…” a third voice suddenly whispered.

Sombra and Hope froze. A moment of silence passed before the two were brave enough to look around, but they saw nothing. Before the two could say anything, they heard it again.

“Hope…”

"That's it!" Hope whispered. "That's the voice calling me!"

"Hmm..." Sombra pulled himself out of their embrace and headed towards the entrance of the tent.

“Sombra, wait!” Hope protested.

“Stay here, Hope”, Sombra commanded. “I’ll check it out. It sounds like it came from outside.”

Ignoring the scared look on his friend’s face, Sombra opened the tent flap and his horn glowed with a green aura. As he stepped out into the darkness, he closed the tent flap behind him and scanned the area for the source of the voice they had just heard. Someone was out there, Sombra knew that much, even if he couldn’t see them.

“Hope… Hope…” the voice’s repeating of Hope’s name was become unbearable. It was feminine, but seemed to sound… modulated. Sombra took a few more paces away from the tent.

“Wait a minute.” A thought suddenly entered his mind. “That voice… I’ve heard it before. When Hope brought me back to full strength… when I tried to retake the Crystal Empire, she had gathered several others with her as accomplices. There were only two others apart from her that were female. One was that annoying pegasus with a yellow mane. And the other…”

“Hope… Hope…”

Sombra’s eyes widened. “No…” he whispered. “It couldn’t be…”

Moments later, that same voice spoke up, louder than before and from the way he heard it, coming from directly behind him.

“Greetings, Sombra.”

Sombra turned his head behind him, only to see the entrance to the tent. Before he had any chance to react further, several figures suddenly emerged from the ground and swarmed it. Sombra fired a blast of green-colored magic from his horn, knocking a line of attackers down and then turned to the right and fired another blast that knocked out another one. A group of attackers ambushed him on his left side and tried to pin him down. Sombra struggled underneath them and looked into one of their faces. It was a creature with black skin, fangs, strange wings, and pale blue eyes and wearing dark blue armor.

Sombra’s eyes widened with horror. “No…”. He fired a bolt of magic that knocked the creatures off of him. As he rose to his feet, he looked up and froze where he stood. The tent had been torn from the ground and thrown aside. Where it stood, Sombra saw Hope lying on the ground unmoving and above her stood a tall alicorn-esque creature with an unusual-looking crown on her head behind her horn, the same strange and broken-looking wings as the other creatures, and a greenish-blue mane and tail. She wore green boots covering all four hooves, green armor that covered most of her torso (with holes for the wings to stick out of), and a green war helmet with yellow eyes and horns on the sides of it.

The head creature smiled ominously and held up her hoof and all the others surrounding them dropped their stances and stood still. Then, the leader’s gnarled horn glowed green and using its magic, removed the helmet, revealing a black face with green, dragon-like eyes that Sombra recognized from the Siege of the Crystal Empire.

“Queen Chrysalis.” Sombra spat.

“I’m surprised you remember me at all, Sombra”, Chrysalis said, her ominous smile remaining where it was. “I assumed that you were ruling over the Crystal Empire by now. But one of my spies informed me otherwise. Where are the umbrum anyhow?”

“Where they belong”, Sombra said. “Banished to their home where they cannot hurt anyone else. I made sure to that myself.”

Chrysalis’ eyes widened before she burst into laughter. “You actually banished your own people? HA! How the mighty have fallen!”

“I have changed my destiny”, Sombra stated. “My friend showed me there was a better path for me to take.” His horned then glowed green as he charged up another magic blast. “And if you know what’s good for you, you will step away from her right now.”

Chrysalis giggled. “I don’t think so,” she said. “The love your friend has for you is strong. I haven’t tasted love this powerful since I fed off of Shining Armor’s love for his precious Princess Cadance.”

“You refer to my successors”, Sombra said. “You’ve encountered them before?”

“Indeed”, Chrysalis replied. “When they were about to be wed, I captured Princess Cadance and impersonated her to feed of her fiancé’s love for her. I had hoped that consuming it would give me enough energy to conquer all of Equestria. But they defeated me.”

“I should have expected such behavior. From what Hope told me, you’re nothing but a complete coward”, Sombra jeered. “You left the Empire right after I turned the royal sisters to stone.”

“Because the umbrum do not have any love for my changelings to feed on. I knew that if you unleashed the umbrum, my children wouldn’t stand a chance. But now that you have so foolishly turned on your own people, our conquest of Equestria shall resume”, Chrysalis said before lowering herself down to where Hope lay and her ominous smile widened into a malicious grinned. “Starting with the one person you care about the most.”

“No!” In his rage, Sombra leapt towards Chrysalis, his horn still glowing with magic. But Chrysalis simply stepped to the side and let Sombra fly past her and hit the ground. Before Sombra had the chance to recover, Chrysalis, with great speed, pinned him to the ground and opened her mouth. A sickly green aura emitted from Sombra’s entire body and was sucked right into the Changeling queen’s gaping jaws. Moments later, the glow faded and Sombra collapsed, barely conscious.

“Whatever… you’re planning… it won’t work”, Sombra muttered weakly. “They’ll… stop… you…”

“Shh…” Chrysalis put a hoof to Sombra’s mouth and lowered his head to the ground as he lost consciousness. “Oh, I know. The princesses and their little pets. They are no match for me. With you and your friend’s love for one another acting as a food supply for my children, Equestria will be mine.”

Chrysalis then lifted her head up high and a yellow aura surrounded her horn . “Prepare yourself, Princess Celestia. This is war! We will conquer Equestria and your subject’s love will be ours at long last! Your time is now over, now! DO YOU HEAR ME!?”

Once the glow died out , the Changeling queen cackled as she and her changelings took off into the night with Sombra, Hope, and their supplies in their tow.

Queen Chrysalis’ awful warning and laughter echoing in her mind awoke Princess Celestia from her slumber and into a cold sweat. Taking a few seconds to calm down, she threw the covers aside, got out of bed, and looked out the window. She only saw her beloved city of Canterlot in the beautiful night cast by her younger sister, Princess Luna, peaceful and quiet. Celestia then turned her attention beyond the city and into the distance.

“I saw what she did. I heard her say it. And now, she’s really going to do it”, Celestia thought to herself. “I prayed a day like this would never come...”

Celestia heard the doors to her chambers open and she turned to see her sister and two grey-coated guards entering the room, a worried expression on her face. She was shorter than Celestia, dark blue in color with a black flank. Her blue, starry mane and tail rippled just like her own, which had pink, blue, and green assorted like a rainbow. She had a black crown with a blue diamond in the center and a piece of royal armor over her chest with a white crescent moon on it, a moon which was also her cutie mark. Her eyes were blue, like the rest of her.

“Sister?” Luna asked.

Celestia just simply walked over and hugged her, a tear sliding down her cheek. Luna wrapped a hoof around her neck and held it there for a few seconds before looking up into her big sister’s sad eyes.

“Sister, please”, Luna asked. “What is it? Was it some sort of nightmare? Another vision?”

“I’m afraid so, Luna”, Celestia bowed her head. “Chrysalis has returned.” She paused and looked at the two guards on each side of Luna before staring into her sister’s eyes. “And she wants war.”

Luna and the guards’ eyes widened with shock when they heard this. “War? But that’s just ridiculous!” Luna exclaimed. “There hasn’t been a major war in Equestria for hundreds of years.”

“I know”, said Celestia. “After you were banished along with the Nightmare forces, the only major conflict I suffered was with the griffons. We eventually called a cease fire, but after that, no real activity happened until after you were restored. Chrysalis did launch a siege on the city of Trot, but I was able to dispatch her.”

“I see”, Luna said before she thought to herself, “Maybe that’s why all the Changelings have holes in their hooves and wings.” Luna then walked over towards the window, her two guards remaining in place. “Do you really think she means it?” Luna asked. “After all, we have beaten them plenty of times before.”

“Do not underestimate them, sister”, Celestia replied, pulling Luna’s attention away from the view of Canterlot. “Every time we’ve faced Chrysalis, she and her minions always come back stronger than ever. We must be ready for everything they throw at us and we will need all the help that we can get.” Celestia then turned towards the guards. “You may leave us.”

“Yes, your majesty”, the two replied simultaneously and left the room, closing the doors behind them.

Celestia then turned towards Luna once more. “Luna, I want you to personally contact Princess Cadance and Prince Shining Armor in the Crystal Empire. They will want to know about this. I will contact Princess Twilight and ask her to bring her friends tomorrow. We must prepare for what is coming.”

The expression on Luna’s face changed from worried to skeptical. “Sister, are you sure all of Twilight’s friends are fit for war? I have no doubt that Twilight, Pinkamena, Applejack, and Rainbow Dash can handle themselves, but Fluttershy is far from a fighter and Rarity… well, you know how she feels about getting dirty.”

“Trust me, Luna”, Celestia replied, placing a hoof on her shoulder. “There is more than one way to help in times like these.”

“Alright, then.” Luna hesitated for a second, then hugged Celestia one more time before she too left the room. Alone, Celestia stared out the window once again. As she looked down on the city, she thought of all the innocents that would be harmed should Canterlot come under attack. She thought of all the ponies across Equestria that may fall to Chrysalis’ mad quest for power. But most of all, she thought of her adopted nieces, Cadance and Twilight, the latter of whom was once her prize pupil, and how this would affect them and her friends.

But then something else echoed in her mind. “We will need all the help we can get.” Her mind then immediately drifted back to before Twilight became her protégé, to someone else who had once held that title. Someone who had gone cruel and dishonest after not getting what she wanted so quickly. Someone whom Celestia had hoped would one day return after seeing the error of her ways. Someone just as skilled in magic as Twilight is. And worst of all, when they last saw each other…

“This is the biggest mistake you’ll make in your entire life.”

“One of many.”

“But it wasn’t really a mistake”, Celestia reasoned. “She chose that path and carved her own destiny. I needed to do something to stop her. But from what Twilight told me and if... after all of this time…”

Celestia walked over to her desk, took out a scroll, and put ink on her quill.

“My dear Princess Twilight…” she began to write, unaware that flaming objects were falling from from the sky.

Author's Note

Conflict: established. Next time, Sunset Shimmer enters the fray and Queen Chrysalis finds one of the Cybertronians. Who will it be? See you next week!

Chapter 2

Ultra Magnus, leader of the Elite Guard, finally woke up in a crater in a barren place, memories of the battle he had just took in resurfacing. The Decepticons had attacked the Ark and he and a few other Autobots were inside the ship, waiting for any ‘Cons that might try and take out the ship from within. Sure enough, Soundwave had led a group inside to disable the defense systems and the team was able to subdue them with stun blasters. Magnus had left Jazz in charge to check on the bridge, but while he was there, Megatron and Optimus had come crashing through, causing a vacuum suction that pulled everyone into space, including himself. He was lucky to even still be online after a fall like that.

Magnus winced as he slowly rolled onto his side and managed to rise to one knee. He reached behind him to check for his war hammer, but didn’t feel anything. He looked around to see any sign of it, but quickly found that he was surrounded by darkness and couldn’t make out too well where he was. With considerable effort, Magnus forced himself off his knee and onto his feet. He struggled to gain balance for a moment before he finally stood tall over the darkened landscape. Wherever he was, it must have been nighttime, as he gazed into the sky and saw stars, as well as a glowing sphere with what had to be a moon.

Magnus reached up to his head and tapped the side once. “Ultra Magnus to Optimus Prime. Do you read me?” His only response was static. “Optimus Prime, do you copy? Optimus!” Just more static.

“Scrap. The fall must have damaged my communications”, Magnus thought. “And since I doubt my t-cog will be fully functional after that ordeal, I might have to find the others on foot.”

It was at this point that Magnus heard a humming sound coming from behind. Wearily, Magnus turned around to find the source and to his shock, he saw several tiny beings flying towards him.

“Well”, Magnus thought, “at least I know the planet’s inhabited. Hopefully, they are not hostile.”

“Just my luck”, Chrysalis thought as she led her Changelings across the Badland landscape. “Just when we’re getting some sleep, one of my spies reports a meteor near the kingdom. Curse my curiosity for wanting to see it for myself!”

It wasn’t even dawn yet, but Chrysalis remained alert as ever, even when she hadn’t had enough sleep. Whatever it was that her spy found, all she could say was that it better had been good. As they approached the crash site, Chrysalis saw something huge standing in the crater where it had landed, looking around like it was searching for something important.

“Halt!”

Chrysalis signaled for her Changelings to stop in their tracks. She then inspected who the being was from afar. It was large, about two or three buildings tall, blue and red from what Chrysalis could barely make out in the darkness, and had light blue eyes. He had cracks in several parts of his body, with a few small holes in his torso. Whatever it was, it must have… fallen from somewhere above.

Chrysalis motioned for her subjects to stay put and flew straight up to the behemoth’s face. And then, much to her surprise, she saw it hold up its right hand and it spoke in a masculine voice.

“Bah-weep-granah-weep-ninny-bong.”

The Changelings all exchanged a few confused glances among one another and Chrysalis cocked one of her eyebrows. “Um, what did you say?” she asked, a bit hesitantly.

“Oh”. The behemoth lowered his arm. “I’m guessing you don’t know the universal greeting.”

“Universal greeting?” Chrysalis inquired. Where was this creature even from where they had such a phrase?

“A Cybertronian custom”, he explained. “Whenever my people and I find a new planet, we say 'bah-weep-granah-weep-ninny-bong' as a way of showing that we come in peace.”

“I see”, Chrysalis replied, still confused over hearing such a silly-sounding phrase. “And who are you, exactly?”

“My name is Ultra Magnus”, the giant said. “I am commander of the Autobot Elite Guard in the Cybertronian Civil War. And you are?”

“I am Chrysalis, Queen of the Changelings. I must say it is… interesting to meet you”, Chrysalis said, carefully watching what she said. “Why are you here?”

“Honestly, it was a bit of an accident”, Magnus said. “You see, my people are at war, a war which has gone on for four million years. A group of Cybertronians known as Decepticons sought to conquer our home planet of Cybertron and eventually the entire galaxy. The Autobots, the faction I am a part of, seeks to stop them and bring peace, as well as restore our home planet.”

“Your planet was destroyed?” Chrysalis asked.

“You could say that”, Magnus replied. “Most of our major cities were left in ruin and our supply of life-giving Energon was depleted. I left with several other Autobots to find a new home and stop the Decepticons from conquering the galaxy. We must have come into orbit over this planet and we fought. And the rest, well…”

“I think I can figure it out from there”, Chrysalis interjected. “Now, if you will excuse me one moment.”

Her horn then lit up with green energy and caused a giant flash that surrounded the entire area. Chrysalis looked at this Ultra Magnus, now frozen in time and space by her powerful magic. She then looked behind her and saw that her Changelings were frozen, as well. Plenty of time to think.

“Aliens”, Chrysalis thought as she observed Magnus. “On Equestrian soil. And the middle of a civil war, no less. Great. Just great. This is going to ruin everything!” Chrysalis flew back and forth in front of Magnus’ face. This civil war these “Cybertronians” had going on would disrupt her plans for Equestria; Celestia would see them as a greater threat than her own Changelings!

Then, something else popped into Chrysalis’ mind, something that made her grin: “Unless they serve me.”

The glow surrounding Chrysalis’ horn died down and time and space around the area unfroze. Magnus blinked and stared at Chrysalis.

“What was that all about?” Magnus asked.

“My apologies… Ultra Magnus, is it?” Chrysalis replied. “But you see, I was in the middle of something important. But now that you’re here, you’ve given me just the edge I need.”

Magnus took a step backwards from the fleshling in front of him, sensing something was obviously wrong. “What do you mean? I… I don’t understand – “

Before he could finish his sentence, Chrysalis fired a beam of magic from her horn that struck Magnus right between the eyes and paralyzed him. His body shook and glowed with green energy for a few moments before Chrysalis disengaged the spell and allowed the alien to fall on his hands and knees.

As a green ring spun around Magnus’ head, Chrysalis grinned. “Don’t worry, my friend. You will understand”, she said. “After all, it’s not every day that a giant metallic alien capable of mass destruction drops out from the stars for me to use in my conquest. You serve me now, Ultra Magnus. From this day forth, you serve the will of the Changeling queen and with you at my side, Equestria will be mine. Sooner. Than. Expected.”

Moments later, he green ring dissipated and Ultra Magnus rose to one knee and spoke in a monotone voice, “As you command, my Queen.”

“Rise, minion”, Chrysalis commanded. “We have much to do.”

Ultra Magnus did as he was told and stared at Chrysalis, his once blue eyes now a pale green. A Changeling flew up to Chrysalis’ side at that very moment.

“My Queen”, he said, “some of the other Changelings found something while you were speaking to this… thing. We thing it belongs to him.”

“And what would that be?” Chrysalis asked.

“It seems to be… a giant hammer, my liege.”

Chrysalis’ smile grew wider. “Well, then. First we capture the former king of the umbrum and now this. My child, this day has been just perfect.”

Sunset Shimmer walked down the halls of Canterlot High, Applejack, Flash Sentry, and Twilight on either side of her. It had been a long day with preparations for finals and Applejack were exhausted from the studying. Twilight and Sunset, however, weren’t tired at all. They were some of the most gifted students Canterlot High had to offer and didn’t so much as flinch at the thought of the upcoming exams. But on this day, something else was on Sunset’s mind.

A long time ago, she was protégé to one of the most powerful beings in Equestria, destined for great things. However, she cared nothing for friendship and was extremely arrogant with her gifts. Then the day came when her mentor showed her a mysterious mirror and in that mirror, Sunset saw herself as an almighty princess of Equestria. She became obsessed with that mirror and her craving for power began there. Her mentor expelled her soon afterwards, fearing what would happen if her cravings went unchecked, but not before discovering that the mirror could transport ponies to another world.

Sunset was able to bypass her former mentor and travelled through the mirror and discovered that world, where she remained for the next three human years. Her lust for power led her to become a reigning bully with no one being brave enough to stand up for her, save for one. Eventually, she found out that her mentor had taken on a new student, who bore one of the six legendary Elements of Harmony, artifacts with untold power, named Twilight Sparkle, who had successfully ascended to princesshood. Sunset stole the Element of Magic, the key to the other five elements, and tried to use it to conquer all of Equestria. However, she was defeated and shown the error of her ways.

Since then, Sunset has remained in Canterlot High and learned more about friendship than in all the years she had spent as Princess Celestia’s student. Sunset eventually passed on her teachings to Twilight’s human counterpart, who had become curious about Equestrian magic and transferred to Canterlot High following the annual Friendship Games. Now that the year was starting to come to an end, Sunset began thinking back to Princess Celestia and how bitter their last meeting was.

“She banished me for my own protection, but she couldn’t stop my selfish desires”, Sunset reminisced as the group entered the band room. “Maybe after all of this time, I should say something to her. The break before finals is soon, so maybe I can get a chance then. I wonder if she has any regrets, too.”

“Hey guys!”

Sunset was torn back to reality and saw the rest of her friends standing near the windows, instruments in hand. At the forefront was a girl with puffy pink hair, a pink skirt with three balloons in the corner near the bottom, blue boots with pink bows, a blue bow in her hair, a small, blue jacket, blue armbands, a purple sash around her waist, and a white shirt with purple edges. She immediately ran up to Sunset and caught her and Twilight in a great, big hug, somehow lifting them both off of their feet.

“Uh, hey, Pinkie,” Sunset managed to say as she felt the pressure from Pinkie’s hug on her lungs.

“Could you, uh, you know…” Twilight started.

“Oh! Sorry, guys!” Pinkie immediately set the two girls down and Twilight immediately adjusted her glasses and brushed off her dress.

“I’m just so excited because it’s almost break time! I haven’t been able to sleep at because everyone’s so stressed about the finals and I was up all night last night studying geometry and I was really hoping that this would be the break I needed because that’s what breaks are for! Am I right?”

Sunset and her companions just stared. Then, Sunset chuckled. Pinkie was always so full of energy and to see her this optimistic before finals was relieving to see. “I guess so, Pinkie,” Sunset said, dusting off her dress. “It’s just that finals are after the break, so I’m not so sure that all that break time would be well-spent relaxing.”

“You sure you’re not worried about anything at all, Pinkie?” Applejack asked in her usual southern drawl.

“Totally! I’ve got everything under control, all thanks to Twilight”, Pinkie replied.

Sunset, Applejack, and Flash turned towards Twilight, who just shrugged. “It’s true”, she said. “I got her hooked onto a fool-proof study plan that should enable her to pass all of the exams.”

“Wow”, Flash said. “I wish I wasn’t so nervous about it all.”

“Well, if you’d actually accept my invitation and joined our study group, maybe you wouldn’t be so worked up!” Twilight scolded.

“I had a gig that night!” Flash protested. “I couldn’t disappoint my band mates.”

The five were distracted by the sound of a throat clearing and turned to see the rest of the group. A girl with purple hair, a blue t-shirt, yellow arm bands, a purple skirt with three blue diamonds in the bottom corner, purple boots with diamonds at the top, and three diamonds in her hair holding a keytar stepped forward. “I’m so sorry to interrupt, darlings, but I believe this is a study hall”, she pointed out. “We’ve all been studying very hard this week and I do believe this would be a good opportunity to take a load off. We don’t have just break to do so, you know.”

Sunset sighed. “I guess you’re right, Rarity. We haven’t spent that much time together apart from that study group I started with Twilight, Applejack, and Pinkie. We should make the most of that time.”

A girl holding a tambourine and wearing a white tank top, a green skirt with pink edges and three butterflies in the bottom left corner, pink socks, green and white boots, and a white butterfly in her hair piped up in a soft, whispery voice. “Sunset’s right. I wouldn’t mind playing some music for once instead of just studying. Not that I have any problems with studying, of course…”

The last girl, who sported rainbow colored hair, a white t-shirt with a rainbow colored lightning bolt in the center, a blue jacket, a pink and white skirt, black leggings, rainbow colored socks, and blue and white boots rolled her eyes and prepped her electric guitar. “We get it, Fluttershy; it’s cool. So, who’s ready to rock out, Rainboom style?”

Pinkie immediately dashed over to her drum set and sat down with sticks in hand. Applejack strode over next to Fluttershy, who was holding a tambourine, and picked her bass guitar off of its stand. Sunset picked up her rhythm guitar and handed Twilight a microphone. Ever since she transferred, Twilight had shown a keen talent for singing so impressively, that Rainbow Dash, the girl with rainbow hair, allowed her to join as lead vocalist, a position Rainbow herself had previously held. Flash sat down in a chair near the doors and smiled at Twilight, who saw him and blushed.

“Count us off Pinkie!” Rainbow shouted.

Pinkie raised her sticks in the air and tapped them together. “One, two, three, four!”

And the band begin to play. As they reached the climax of their first song, “Right There In Front of Me”, a magical aura surrounded each and every one of them and moments later, they each sprouted pony-like ears at the top of their heads and tails came out from behind them. Rainbow, Fluttershy, and Twilight even grew wings. Seeing this sight made Flash laugh and cheer with wonder.

The school day lunch break came to an end as the band finished their practice. As they set their instruments aside, Flash walked up to them. “Nice job, girls!” he complimented. “I haven’t seen anything like that since the musical showcase!”

“Well, it’s been a while”, Rainbow admitted. “But that was nothing. You should have heard one of our rehearsals before the Friendship Games. Those were fun.”

Flash looked over towards Sunset as she inspected her guitar and frowned. She seemed to have a bit of a sad look on her face, at least from what he could tell. Flash then looked back at Rainbow and cocked his head in Sunset’s direction. The two of them knelt down next to Sunset as she placed her guitar back on its stand.

“Hey, Sunset”, Rainbow asked, gaining her attention. “You don’t look so good. You doing okay?”

Sunset sighed and stood up. “I’ve been thinking… about Princess Celestia, I mean.”

“You mean that other version of Principal Celestia from where you come from?” Flash asked.

“Yeah. Her. When I last saw her all of those years ago, we didn’t exactly leave on good terms”, Sunset explained. “I was hoping during the break, I’d have the chance to visit home and make amends.”

Rarity placed a hand on her shoulder. “I think that’s a marvelous idea, darling!” she exclaimed.

“I’m with Rarity on this one”, Rainbow chimed in. “You’ve changed a lot since the Fall Formal.”

“With everything we’ve been through together, I’m sure you can convince her that you’ve changed for the better”, Fluttershy said as she went in for a hug. Soon, Flash and the other girls joined in. Then, another voice piped up from the other side of the room.

“I think you may get that chance sooner than expected.”

Flash and the girls looked up and saw Principal Celestia standing in the doorway with a book bearing a sun with a yin and a yang in it.

“Principal Celestia!” Sunset exclaimed, then stopped for a moment. “Wait a minute. You have my book?”

“My apologies”, Celestia explained. “You seemed to have left it in my office the last time you dropped of those soup cans for our annual charity event. I noticed it on my desk after getting out of a meeting and saw it glowing and vibrating. I couldn’t help but look inside and, well… I’d think you’d better see it for yourself.”

Sunset walked over to Principal Celestia, who handed her her book, a way of communication between Sunset and Princess Twilight Sparkle from Equestria. As the others gathered around, she opened it up and turned to the last page that had writing on it. Her eyes widened at what she saw.

“Dear Sunset Shimmer,

I hope you and the others are doing well. As much as we don’t want to disrupt your life in the human world, Princess Celestia has asked for you to return home. Something has happened in Equestria that I have yet to discover, but from what she told me in her last letter, it is a matter of dire importance and that we need all the help we can get for what’s coming. Her words, not mine. Please respond as soon as you can.

Your friend,

Princess Twilight Sparkle

P.S., say hi to that other me for me."

Sunset took a step back. Princess Celestia had asked for her? After all of this time?

“Well?” Sunset looked up to see the others staring at her nervously. “What does it say?” Rarity asked.

“Princess Twilight…” she paused before finishing, “she says that Princess Celestia wants me to come home. That something has or is about to happen there.”

“What do you mean?” Rainbow asked.

“I don’t know. I don’t even think Twilight knows”, Sunset said. She then looked her friends dead in the eye. “But whatever it is, it just may be the opportunity to apologize that I’m looking for.”

“It just might be”, Twilight said. “If you feel that this is something you need to do, I’d definitely take the chance.”

Sunset smiled. “You really think so?”

“Aw, shucks, Sugar Cube”, Applejack said. “We’ve got your back 100%”

Sunset hugged her friends as Principal Celestia looked on with a smile. “Thank you, guys”, she muttered.

“That’s what friends are for”, Rainbow replied.

Sunset broke up the hug right then. “I’m going to head through right now. Keep the guitar warm for me, will you?”

“No problem”, Twilight said.

“Go get ‘em, Sunset!” Fluttershy said.

Nodding happily to Principal Celestia, who nodded in return, Sunset dashed out of the room, book in hand. Finally, it was her time. Moments later, she heard a voice calling out from behind. “Don’t forget to write!”

Sunset laughed, turned, and waved towards Pinkie Pie, who looked like she was about to cry. Turning back around, she burst out of the front doors to the school and down the steps towards the Canterlot High statue, which was now a portal to Equestria. Stopping for a moment, she inhaled deeply before heading through the portal to her long-forgotten home.

Author's Note

Remember kids: when it comes down to studying vs high-stakes adventure, always pick the freaking adventure!

Considering splitting the next chapter into two parts. A lot of stuff is going to happen then.

Spoiler: you're gonna see a lot more of Flash later in the story.

Next time: Sunset's back home and she, Spike, and the Mane 6 head to Canterlot to meet with Princess Celestia. But when they get there, something is obviously wrong.

Chapter 3

Applejack knocked on the door to the Carousel Boutique, Spike and Pinkie Pie on either side of her. Spike yawned slightly before his head nodded forward and his eyelids drooped down. Applejack caught the young dragon with her left hoof and crouched down, motioning for him to climb onto her back, but Spike just waved a hand at the gesture.

“I don’t want Rarity… to see me like this…”, Spike managed to say through yawns.

“I'm sure Rarity couldn’t care less about what you look like, Spike,” Applejack chuckled as she rolled her eyes at another example of Spike's not-so-secret crush on the designer unicorn. “Besides,” Applejack continued, “you look like you’ve been up all night. What were doing? Reading comics again?”

Before Spike could let out an answer, he suddenly plopped onto the ground and started snoring just as the door opened. But instead of Rarity, Applejack and Pinkie saw Sweetie Belle standing there with a happy smile on her face.

“Hey guys!” Sweetie Belle said. “Come on in. Rarity’s finishing up something for Sapphire Shores, so she won’t be long.”

“Thanks, Sweetie Belle”, Applejack replied as Sweetie walked over and helped the snoring Spike onto Applejack’s back. As the girls entered the boutique, Pinkie looked around and noticed that the place seemed to be a mess. There were clothes scattered all about the room, along with patterns, sashes, and all sorts of garments that had yet to be woven into clothing.

“Wow, this place looks like it went through a tornado!” Pinkie exclaimed

“My sister calls it ‘organized chaos’”, Sweetie Belle said. “But yeah, I think it’s a bit of a mess too.” She then turned to Pinkie, motioned for her to bend her head, and whispered in her ear, “But don’t tell her I said that, okay?”

“Okie-dokey-loki!” Pinkie replied in her usual chipper tone.

“Good. I’m gonna go get Rarity and tell her you guys are here. Be right back!”

As soon as Sweetie Belle went up the stairs to get her sister, Applejack noticed that the expression on Pinkie’s face had turned from happy to worried.

“Uh, everything okay, Pinkie?” Applejack asked.

Pinkie shook her head. “Oh”, she whispered in a slightly whiny tone, “I don’t like keeping secrets! Remember when Shining Armor and Princess Cadance told us they were having a baby?”

“Yeah, I remember”, Applejack said. “You found out before anyone else did. It must have been difficult for you, knowing that before we did.”

Not wanting to disturb the still-sleeping Spike, Applejack then motioned for Pinkie to come over and placed a hoof around her neck. “Don’t worry about it”, she said. “The trick to keeping a secret is to clear your mind and find something else to be happy about. That’s how I was able to keep you from finding out about your surprise birthday party from when Twilight was new to Ponyville.”

An awkward silence suddenly fell over the two. When that had happened, Pinkie thought that everyone was avoiding her because they didn’t like her anymore. According to Rainbow Dash, her reaction was… less than nice. But she had snapped back to normal and apologized once she found out the truth, so Applejack had hoped that they wouldn’t have to bring it up again. Needless to say, the way Rainbow had described her behavior was a bit unnerving.

Suddenly, Pinkie started laughing, like she had been told a funny joke. Nervously, Applejack joined in and took her hoof off Pinkie’s neck and set it back onto the floor.

“Yeah”, Pinkie said, quickly calming down from her laughter. “But hey! It had to be done, right? I mean, why would I want to spoil my own birthday party? Come on!”

Applejack just smiled. “Phew. Dodged an apple, there", she thought.

The two of them heard the sound of a throat clearing and looked forward to see Rarity standing at the base of the stairway with Sweetie Belle at her side.

“Sorry about the wait, darlings”, Rarity explained. “I was just putting the finishing touches on a dress I was preparing for Sapphire Shores. So, what do I owe the pleasure of your visit?”

“Twilight wanted to meet us at the train station. Princess Celestia called all of us to Canterlot over some ‘dire circumstance’”, Applejack explained. “Spike here was sent to get me and Pinkie Pie. I was buying a bunch of pies for the rest of the Apple Family from her when he got to Sugarcube Corner.”

“And what about Rainbow and Fluttershy?” Rarity asked.

“Rainbow’s picking up Fluttershy right now”, Pinkie said. “Twilight said she’d meet us at the station once a special somepony arrived. Or at least, that’s what Spike told me, though I don’t think he was supposed to.

“What makes you think that?” Rarity asked.

“Because as soon as he brought it up, he covered his mouth and said that he wasn’t supposed to tell us. I wonder who that special somepony is!”

Rarity held her chin in her hoof for a minute, thinking about that last part. Then she looked down at her younger sister. “Sweetie Belle, why don’t you go find Apple Bloom and Scootaloo and see what they’re up to? Spike, the girls, and I will be back from Canterlot soon.”

“Aw”, Sweetie Belle whined. “It won’t take long, will it?”

“Hopefully not”, Rarity said as she put a hoof under Sweetie’s chin. “But don’t worry. We’ll probably be back before nightfall.”

Sweetie Belle then hugged her sister’s leg, with Rarity reaching down to nuzzle her in return. “See ya, sis!” Sweetie Belle said before rushing out of the boutique at top speed. As soon as she was gone, Rarity sighed, like she had been through a huge mess.

“Gotta love ‘em, though, don’t ya?” Applejack asked.

“Of course I do, Applejack”, Rarity replied with a smile. “I don’t know what I’d do without her.”

“So, what were you thinking when I brought that other pony Twilight’s bringing along?” Pinkie asked.

Noticing the sleeping Spike on Applejack’s back, Rarity used her magic to lift Spike off of her and onto her own back. “I’ll explain on the way”, Rarity assured her in a whisper. “Besides, I was hoping to hear your ideas. So, let’s head to the train station right now. We simply can’t keep the others waiting, can we?”

Twilight sat in front of the interdimensional mirror in her castle while the rest of her friends made their way to the train station. Before sending Spike off to get the others, she had written a letter to Princess Celestia informing her that they were on their way and that Sunset Shimmer would be joining them. After Spike left, Twilight wrote another letter to Sunset in the human world, informing her of what she had been told. She relayed to Sunset that Celestia wanted her help in some sort of danger about to befall Equestria, whatever that was. She hoped Sunset would respond in time, because whatever this threat was, Twilight wasn’t so sure she and her friends could stand by while this threat loomed over their home.

About fifteen minutes passed after she had sent her message to Sunset and still no response. Did Twilight write at a bad time? Did Sunset misplace her book? Did that human counterpart of hers get ahold of it somehow to study how the book works? Twilight knew well that she and Sunset taught her about how it functioned, so it seemed unlikely that she would forget it.

As Twilight began to pace back in forth in front of the mirror, it suddenly glowed, which made Twilight stop in her tracks. Moments later, a yellowish-orange colored unicorn with red and yellow hair emerged. Looking down as it landed, the unicorn slowly took a few steps forward, adjusting to using four legs again for the first time in what felt like forever. A few steps later, Twilight cleared her throat and the unicorn looked up to face her. The moment their eyes met and the unicorn saw Twilight’s smiling face, she smiled back.

“Welcome home, Sunset”, Twilight beamed. She walked over and Sunset wrapped her front legs around her in a hug, while Twilight responded in kind with her wings. After a few moments, they broke the hug and stared at one another.

“It certainly has been a while, hasn’t it?” Sunset asked sheepishly.

Twilight nodded.

“So, what do you think Princess Celestia asked me here for?”

“According to her last letter, the same reason she asked us to Canterlot. My friends are waiting at the Ponyville train station, so we should head there now. Can’t keep them waiting, you know?” Twilight replied.

“Yeah, I guess not”, Sunset said.

Twilight immediately noticed the look of uncertainty that had encompassed Sunset’s face.

“Sunset?” Twilight began. Before she could ask, Sunset answered her.

“Do you really think… that after all of this time…”

Twilight motioned towards the doors and they walked in their direction. “I think so too, Sunset”, she said. “I put in a few good words for you after what happened with the sirens and I think she may just accept your forgiveness.”

Sunset smiled again. I hope so.

“Are you comfortable enough to run?” Twilight asked.

“Let’s find out”, Sunset replied. And with that, the two bolted out of the doors of Twilight’s castle and towards the train station, where their friends were already waiting.

The train ride to Canterlot didn’t seem to take as long as it usually did. On the contrary, it lasted for only twenty minutes before the Mane 6, Sunset, and Spike arrived at their destination. During that time, Sunset had quickly become acquainted with the rest of Twilight’s friends, who were exactly like her friends from the human world. It was like she had never left. Applejack, Fluttershy, Pinkie Pie, and Rarity took an instant shine to Sunset. As Applejack reasoned, any friend of Twilight’s was a friend of hers.

But Rainbow Dash was a tougher nut to crack. As Twilight expected, Rainbow was finding it a bit difficult to trust someone who had wronged Twilight in the past, and Sunset had expected this behavior as well. Fluttershy argued in Sunset’s defense, reminding her of what they had just gone through with Starlight Glimmer, who was currently visiting her old village for a few days as part of a friendship lesson. Rainbow started to soften up a little bit towards her after that. But Sunset couldn’t shake the feeling that Rainbow was still keeping an eye on her, watching her like a fox. Still, she was in good spirits by the time they got closer to Canterlot; Sunset shared stories of her experiences with Twilight’s human counterpart while the girls shared stories of their escapades against the likes of Discord, Tirek, Chrysalis, and Sombra.

Sunset laughed as the girls told her about the second time they encountered Chrysalis. "So, Twilight actually beat Chrysalis twice?" she asked Applejack as she munched on some popcorn she'd gotten from the concessions cart.

Applejack nodded. "Yep. This time, she beat her while the Secretariat Comet was flying over her old castle."

"You should've been there!" Spike said, recalling Twilight beating down the Changeling Queen with her amplified magic. "Her magic level was incredible!"

"The Secretariat Comet?!" Sunset's eyes went wide with excitement. "I've read about it, but I've never seen it!"

"Well, I can tell you right now that it was every bit as amazing as the books described it", Twilight said. "I was lucky the comet was passing over when it did."

Rainbow scoffed. "It was cool and all, but not as cool as my Sonic Rainboom!"

"Oh, I don't know about that", Rarity piped up. "We've seen that plenty of times before. This was probably a once-in-a-lifetime thing!"

"Ooh! Ooh! Speaking of which, does anyone remember when Twilight took on Tirek and they were firing magic blasts at one another and you'd swear it was like something out of an anime and - " Pinkie inhaled deeply before she continued to speak in her usual motormouth state " - then we all got our Rainbow Power forms and sent him back to Tartarus? Ha-ha! Good times, right?"

The other just stared at her before Fluttershy spoke up.

"Umm... how did you know about the parts you weren't there for?"

"And what's 'anime'?" Applejack asked.

"I think it's something from the human world", Sunset said. "There are some students at Canterlot High who enjoy watching it. But if it doesn't exist here, then how did you know about Pinkie?"

"Um... no reason." Pinkie gave her widest grin as she tried to hide that she had once used the mirror behind Twilight's back to spend an hour or so in the human world.

Suddenly, the train slowed to a stop, a sign that the group had arrived at their destination. As Twilight led everyone off of the train, they encountered a line of royal guards waiting for them. At the head was an orange colored pegasus stallion with blue hair and a smile on his face. A bit unusual, Sunset observed, as the other guards wore scowls that the others found typical of a guard’s behavior. The pegasus walked up to Twilight, who bore her crown on her head, and bowed.

“Princess Twilight and company? My name is Flash Sentry, royal announcer of the Crystal Empire,” he introduced himself as he rose to meet Twilight’s face. “Princess Cadance as personally asked us to escort you to Canterlot Castle the moment you got here.”

“Thank you, Flash”, Twilight asked. “We appreciate the gesture.”

Flash signaled for the other guards before he took off down the street in the direction of the castle. “Follow me!” he called back towards the others. Without hesitation, the girls started after him, with Spike hitching a ride on Rainbow’s back as she spread her wings and took flight, hovering a little ways above the convoy as guards surrounded the group on all sides. Halfway to the castle, Pinkie looked around her to see that all around, royal Canterlot guards were patrolling the streets, some helping civilians boarding up doors, some putting posters warning people about… Changelings!? Pinkie turned back to Applejack and they exchanged uneasy glances.

“So”, Pinkie Pie asked nervously. “What’s with all the extra guards?”

“Must be bigger than anything else we’ve faced before”, Applejack said. “Guess the princesses think this is too big of a job for just us to handle alone?”

“Are you kidding?” Rainbow Dash butted in. “We’ve faced a horde of changelings, an army of shadow ponies, an evil version of Rarity, and a magic-hungry centaur. If you ask me, the guards are just overkill.”

“Doesn’t hurt to have a little extra help”, Sunset piped up. “I’ve faced sirens and a human Twilight who went crazy after absorbing Equestrian magic incorrectly and I didn’t exactly get the job done alone.”

“Those posters I saw had changelings on them”, Pinkie said. “We’ve beaten those party poopers plenty of times before, so why is Princess Celestia so worried about it?”

“Maybe Chrysalis has something that she thinks will help her changelings take over Equestria?” Spike suggested.

“I wouldn’t be surprised”, Applejack said. “Last time we fought King Sombra, he had his own kind on his side. What could Chrysalis have found to help her?”

As Spike and the girls struggled to think of an answer, Applejack hoped that they wouldn’t have to find out.

“Almost there!” she suddenly heard Twilight call from up front. “Just a few more blocks!”

When the convoy reached the castle, they saw two guards waiting for them. After Flash presented the group to them, one of the guards stepped forward and used his magic to scan the group one by one as they entered. When it was Pinkie’s turn, the beam that scanned her made her giggle, like it was tickling her, something which made Rainbow and Rarity roll their eyes. However, when Rarity was scanned a few moments later, she too couldn’t help but chuckle about the feeling it gave her. After everyone entered the castle, Flash alone led them towards the throne room while Rainbow and Applejack took up the rear of the group.

“So, what do you think that was all about?” Rainbow asked her longtime friend.

“Well, judging by all the other guards we saw around the city and those posters Pinkie saw, I think I’m starting to get a pretty good idea of what’s happening”, Applejack said.

As their private conversation continued, up ahead, Sunset noticed that Fluttershy seemed to show signs of nervousness, something which she had come to expect. From the Fluttershy that she knew in the human world, she was the most timid person that she had ever met and her nerves always crept up on her whenever some huge danger came into the picture. Sunset nudged her side lightly and she gave out a quiet gasp before turning to her.

“You alright?” Sunset asked.

“Yes… I mean, no… I mean…” Fluttershy tried to explain.

“It’s okay”, Sunset said. “These guards are making me afraid, too. They’re obviously getting ready for something. But you’ve faced worse, right? What about those stories you told me on the train here? Like when you and the others faced Tirek and Sombra? Or like when Princess Celestia asked you to reform Discord? That one especially impresses me! I mean, Discord, the Spirit of Chaos, was reformed by a simple pegasus! That’s an achievement I could never see happening.”

“Well, I suppose you’re right about me and Discord”, Fluttershy started before staring at the ground and then back to Sunset. “But when it came to Tirek and Sombra, it was mostly Twilight who pulled us out of the water when things were going wrong. I don’t think there’s much for a pony like me to do to be some big-shot hero.”

Even further up ahead in the group, Spike was now walking on the ground again and talking with Pinkie Pie, Twilight, and Applejack.

“You sure those posters the guards were putting up had changelings on them?” Twilight asked.

“Yep”, Spike said. “Pinkie pointed them out. I’m pretty sure I saw one near the Canterlot Carousel.”

“Poor Sassy Saddles was being inspected by one of the guards”, Rarity said. “I've never seen her so worried!”

“I think I saw Fancy Pants getting worked up over a guard messing up his and his mare-friend’s saddlebags”, Pinkie said. “He really looked like he was gonna blow his top!”

“Hold on a second”, Twilight asked before walking up next to Flash Sentry. “Flash, if you don’t mind me asking, what is going on? What’s with all the guards around the city? And the posters of Changelings?”

“Sorry, your highness”, Flash answered. “I’d tell you if I could, but Princess Celestia asked that she personally be the one to break the news.”

“Oh”, Twilight said, a hint of disappointment in her voice.

Flash gave a reassuring smile. “Don’t worry. We’re almost at the throne room. You’ll get answers soon. Promise.”

Twilight smiled. When she originally chased Sunset into the human world to retrieve the Element of Magic, she had meet his human counterpart and became somewhat infatuated with him. To her, he always seemed like a nice guy, a talented guitarist who always wanted to help others. This Flash seemed almost just like him.

“Thank you, Flash”, Twilight said. “You’re a true gentle colt.”

“Just doing my job, your majesty”, Flash replied. Distracted, he suddenly bumped into the doors that lead into the throne room, which made Twilight giggle.

“Oops.” Flash dusted his armor off with his wings. “Sorry about that.” He chuckled sheepishly before finishing, “Well, we’re here, everyone! The princesses’ throne room.”

Twilight breathed deeply as Flash opened the doors and led the the girls and Spike in.

Author's Note

My apologies for this one being late. Yesterday was a bit of a personal day and I needed the time off. I'll try to get back on schedule for next week.

Next time: the girls learn of what's coming. What roles will they play in the Changeling War?

Chapter 4

Princess Celestia sat on her throne in silence, her younger sister, Princess Luna, and her adoptive niece, Princess Cadance, sitting on either side of her, awaiting the arrival of Twilight's entourage. Shining Armor, Cadance’s husband and co-ruler of the Crystal Empire, stood at the base of the throne, unmoving from his position. Celestia could tell that he was staring at the doors to the throne room, also anxiously awaiting the arrival of his younger sister and smiled at the sight. As Shining continued to watch the doors, the group heard a loud banging noise that made Shining flinch back for a second.

Celestia knew that it came from the door and took it as a sign that everyone was here. Sure enough, the doors opened and Flash Sentry entered the room, Princess Twilight and her friends right behind her.

Stepping off to the side, Flash held out a hoof and announced, “The Council of Friendship, from Ponyville, Spike the Dragon, hero of the Crystal Empire, and… uh…” Twilight quickly whispered the last name into Flash’s ear. “Sunset Shimmer!”

Celestia’s eyes widened when she heard the name. Looking down at the group as they entered, she saw her standing next to Twilight’s right side. In her mind, Celestia felt a mix of joy and remorse that she was able to conceal with a simple smile, the same smile she wore everyday to please her subjects.

“Thank you, Flash”, Celestia said. “You are dismissed to assist the rest of the royal guard in fortifying Canterlot.”

“Yes, your majesty.” Flash bowed and left the room, throwing a quick reassuring smile to Twilight as he left.

Twilight’s group then fanned out in front of the royalty as they walked up towards the throne. Twilight took the center point , while Sunset, Applejack, and Fluttershy stood to her right and Spike, Rainbow, Rarity, and Pinkie to her left. Celestia stepped off her throne and Cadance and Luna followed suit. Joining Shining Armor on the ground, they walked up to meet the girls and they met a few feet away from the throne. Both groups bowed before one another.

“Princess Twilight Sparkle, Applejack, Rarity, Fluttershy, Pinkie Pie, Rainbow Dash, Spike”, Celestia said before turning an eye towards her former pupil, “and Sunset Shimmer. I wish to thank you all for coming on such short notice.”

Twilight wasted no time in asking what the others were thinking. “Princess Celestia, if I may, what’s going on? What’s with all the guards everywhere around Canterlot?”

“And the posters of the Changelings?” Applejack asked.

“And the fact that we saw some ponies being searched?” Rarity asked.

“And why did you ask for me to come back to Equestria in the first place?” Sunset spoke up.

“Did Chrysalis make a threat towards Canterlot or something?” Rainbow asked. “Because if so, then you called the right mares. We’ve beaten Miss Swiss Cheese Legs plenty of times before and we can do it again!”

“I’m afraid you’re right, Rainbow Dash”, Celestia said, a hint of fear in her voice that she didn’t bother trying to hide. “Queen Chrysalis has made a threat against Canterlot.” She paused before continuing, “And Appleoosa.”

Everyone’s eyes except for Rainbow’s widened once she said that. A surprised “What?!” was all that Applejack was able to choke out.

“And Cloudsdale”, Celestia continued.

The smug, determined look on Rainbow Dash’s face fell and her eyes widened. “What?!”

“And Manehattan.”

Rarity shrunk back when she heard that.

“And the Crystal Empire.”

Fluttershy, Sunset, Spike, and Pinkie exchanged nervous glances. “Is… is that true?” Spike asked. Shining Armor and Cadance only nodded. Celestia then turned her gaze towards Twilight, her former student.

“And Ponyville”, she finished.

Twilight felt like her heart had been ripped out and crushed right in front of her. “Princess, what… what are you saying?” Twilight asked, no longer able to handle what she was hearing.

Celestia closed her eyes and breathed deeply before opening them again and faced the group as a whole. “Queen Chrysalis has declared war on Equestria.”

The girls and Spike gasped. Rarity held a hoof to her forehead and toppled over backwards in a faint. Spike immediately went to check on her as Pinkie joined in.

“War?” Twilight asked. “Queen Chrysalis declared… war?”

“You have got to be kidding me!” Rainbow shouted. “Yeah, the Changelings are a threat for sure, but it’s not like they’re some huge army capable of attacking several cities at once!”

“That may be true”, Luna spoke up. “But Chrysalis was dead serious about this declaration. From what we can assume, she’s either found something to give her an edge against us or she’s so foolish and arrogant that she thinks she can take us all down. Either way, a declaration of war cannot be ignored or reasoned with.”

“Unless we’re talking about the Yaks”, Pinkie whispered over to Spike.

“Ever since we discovered this, Canterlot and the Crystal Empire have been on high alert and troops have been spread out as far as we can go across Equestria to defend each city”, Celestia said. “The Wonderbolts have been put in charge of defending Cloudsdale and we have formed an emergency secondary flying unit that my sister has dubbed "the Shadowbolts" to defend the east coast alongside Discord.”

“Gee, I wonder where she got that idea”, Rainbow thought sarcastically, her mind flashing back to when Nightmare Moon had returned from her one thousand year exile.

“And…” Sunset immediately brought attention to herself and asked the question that she knew everyone else was going to ask. “You want us to help? To go to war, too?”

The royal sisters and rulers of the Crystal Empire simply gave the group a look of sadness and they nodded.

"Yes. We do," Celestia said.

The girls looked at each other nervously and Spike suddenly clutched onto Twilight’s leg in fear. Everyone was speechless. After facing Chrysalis several times over, it really seemed like she was going for the gusto, this time. The question was, why now?

Fluttershy whimpered and slowly began backing away. “Are you sure there’s no other way?” she managed to say. “I mean, it’s not that I don’t want to help, but…”

"We're not soldiers!" Rarity piped up. "I mean, yes, we have faced other threats to Equestria before, but we're not trained like the Royal Guard!"

"We are well aware of this, Rarity," Luna said calmly. "We are not asking you to become soldiers. Rather, we ask you to aid them. To lead them."

Applejack cocked her head. "I'm not sure I'm following you, you're highness."

"You have saved Equestria time and time again," Luna explained. "In your exploits, you have becomes heroes in the eyes of Equestria and the Crystal Empire, symbols even. We need your help. If our citizens see you defending them in conjunction with the Royal Guard, it will raise their morale and give them hope."

Twilight took a moment to soak in those words. Then, she motioned for her friends to huddle up. Celestia, Luna, Cadance, and Shining Armor could hear a few whispers from the group before they dispersed and Twilight stepped forward.

"Alright," Twilight nodded. "We're in."

"I've never been to back down from a throw-down before," Rainbow said, raising her hooves high. "I don't intend to back down now."

"I promise I'll do whatever I can to help, your highness!" Applejack declared as a confident smile crossed her face.

"Yeah! Those Changelings won't know what hit 'em!" Pinkie cheered. Sunset, and Spike nodded in agreement.

"Normally, I'd say fighting is for plebeians," Rarity said. "But sometimes, I guess you'll have to get a little dirty."

Celestia looked them all over. All of them seemed to be ready for the coming storm and she had every confidence they'd succeed in defending Equestria once more. Fluttershy, however, still looked worried. Noticing this, she turned to Cadance and motioned for her to talk with her.

Princess Cadance walked over to Fluttershy and put a comforting hoof under her chin. “We’ve been giving this a lot of thought, Fluttershy”, she said in her soothing voice. “Now, we know that not all of you are what you would call ‘combat ready’. That is why for each of you, we have given specific assignments to you all that showcase each of your special talents.”

Fluttershy looked up into Cadance’s purple eyes. “What do you mean?”

Cadance stepped back as Celestia walked over. “Fluttershy, we have decided that you will stay in Ponyville for the duration of this conflict. You will help Zecora in defending both your town, the Everfree Forest, and the peaceful creatures who inhabit it. Because of your ability to heal and interact with animals, you will be the town’s chief medical officer and will not have to worry about being on the front lines. Do you think this is something you can handle?”

Fluttershy looked down. “Well, I don’t want to see any of my animal friends getting hurt”, Celestia could hear her say. Fluttershy then looked up after a moment with a sudden look of determination on her face. “Okay. I’ll do it. For the animals.”

Celestia nodded and smiled. Then, she and Cadance stepped back to address the rest of the group, starting with the Element of Honesty.

“Applejack, Appleoosa is the closet to the Badlands, where Chrysalis was last seen”, Celestia told her. “The guards I’m sending there need someone dependable and honest to lead them.”

“Say no more, your highness”, Applejack said. “I’ve got relatives there who need my help.” Then with a bow, she finished, “Like I said, count me in.”

Celestia then nodded towards Luna, who walked over to Rainbow Dash.

“Rainbow Dash”, Luna stated, “as I am aware, you are a member of the Wonderbolt’s reserves. Well, Captain Spitfire has personally asked for your help in the defense of Cloudsdale. Do you accept this offer?”

A glimpse of excitement ignited in Rainbow’s eyes. “Are you kidding?” Rainbow asked, her reckless energy returning. “Cloudsdale’s my home! When my home calls, I come running. Besides, I’d take any excuse to fly with the Wonderbolts again.”

Luna smiled. “I had a feeling you might say that.” She then turned her attention towards Rarity. "Rarity, we are well aware of your distaste for violence. That is why Princess Cadance has requested the presence of you, Pinkamena, and Spike in the Crystal Empire." She turned again towards Pinkie. "Pinkamena Diane Pie, we ask you to help to guard the Crystal Heart and keep it out of Changeling hooves should they invade the empire.”

“As you know, the Crystal Heart is fueled by the hope and love of the crystal ponies”, Cadance continued. “If Chrysalis were to get ahold of it, the love inside of it would give her more than enough strength to take over Equestria.”

“Indeed”, Luna said, turning towards Rarity and Spike. “In concerns for you two, Spike and Rarity, Celestia and I would like you two to be responsible for the well-being of Princess Cadance. As I am sure you are aware, she and Shining Armor are expecting a baby.”

This took Sunset by surprise. She knew about the royal wedding and that Twilight was Cadance’s sister-in-law, but she never told her that she was going to be an aunt. She turned to Twilight with a small smile, the kind a colt would give a friend when they found out they had fallen for some random mare and were playfully teasing them about it. Twilight just smiled back at Sunset, her smile showing a bit of the excitement she had felt when she first heard the news.

“Because of her condition, Cadance will be unable to defend her kingdom at the front lines; Shining Armor will see to that. But can I count on you to make sure my niece doesn’t come to harm?” Luna asked.

Rarity and Spike looked at each other for a moment. While Rarity took no pleasure in fighting, she had certainly proved herself capable of doing so when the Changelings invaded Canterlot during the royal wedding. And Spike had saved the Crystal Empire at least twice, once during Sombra’s return and the second during the Equestria Games. The idea of having not one, but two heroes defending the Princess of Love would certainly raise hope for the crystal ponies. Spike looked at Twilight, who paused before giving a small nod. Then, he and Rarity turned back to Luna.

“I’ll do it!” Spike declared.

“Rarity?” Luna turned to the Element of Generosity, who still looked a bit worried.

“Well, while I do abhor violence”, Rarity said hesitantly, “I’ll do it. I’ll treat her like she were another Spikey-wikey.” As she said this, she briefly smiled down at Spike, who blushed and rubbed the back of his head. That earned Rarity a few chuckles from the others, save for Rainbow, who just sighed in annoyance, and Applejack, who rolled her eyes.

“And don’t worry about a thing, Princess!” Pinkie said, bringing the conversation back on track. “As long as I’m around, the Crystal Heart’s going nowhere!”

“Thank you”, Shining Armor spoke up. “Cadance and I couldn’t ask for anyone better.” He then made a quick wink towards his younger sister, who giggled softly.

“Twilight?” Celestia’s voice quickly brought Twilight back to her attention. “As Ponyville is in your domain, I expect you to be at the head of its defense.”

“Of course”, Twilight said. “I’ll make sure Ponyville is safe and secure. But I don’t think just me, Fluttershy, and Zecora will be enough to pull it off.”

“Which is why a few guards from Canterlot and the Crystal Empire have been selected to aid in your defense," Celestia said, nodding in agreement. "They are at your service, Princess Twilight.”

“Thank you, Princess Celestia”, Twilight said. “We won’t let you down.”

“I know you won’t”, Celestia replied. Then, she faced the entirety of Twilight’s circle of friends once again. “I know this won’t be easy for any of you”, she said, “nor will it be for myself or anyone else. But I know that if we stand united, there is nothing we can’t accomplish. If we’re lucky, we can end this war quickly before it can cause too much damage to our beloved land. Now, I’d suggest you all return to Ponyville. Twilight, your first duty is to inform the citizens of Ponyville and help them prepare. If any Changelings have gotten through already, then be ready. Those of you leaving will not have much time to say goodbye to any family, so I’d suggest you do so quickly. Rainbow Dash, Soarin and Fleetfoot will escort you to Cloudsdale after Twilight has broken the news. Applejack, once you have said goodbye to your family, the guards assigned to you will be waiting for you. There will be a private train waiting to take you to Appleoosa. Rarity, Pinkie Pie, and Spike, you will be escorted to the Crystal Empire after Applejack’s train departs. Princess Cadance and Prince Shining Armor will meet you there.”

Celestia paused. She couldn’t believe all of this was happening. Chrysalis was now going for the gusto in trying to take over her faire country and she was asking for the help of ponies who had families of their own at home. She hoped they would all come out of it alright.

“I am sorry, my little ponies”, Celestia finished solemnly. “I know this is a lot to take in right now, but… Chrysalis-”

Twilight walked up to her former mentor and nuzzled her. “Princess”, she said in a comforting tone, “we’ve saved Equestria time and time again not just from Chrysalis but from all kinds of foes. It was rough, sure, but we always made through to the end because we had the power of friendship on our side. As long as we keep that in mind, we’ll show Chrysalis just what happens when she picks a fight with our home. We’ve defended it before and we will defend it again!”

The others behind Twilight cheered in approval, all except for Sunset, who had yet to receive an assignment. She instead smiled softly and raised a hoof in the air. Celestia smiled at her former student and nuzzled her back. “Thank you, Twilight”, she said. “I knew we could count on you. Shining Armor?”

Shining Armor took out a small bag and opened it. Out of it came eight insignias, all of them identical to one another. Shining handed them to each of the girls and Spike and they examined what it was: six stars, all with different colors, surrounding a magenta starburst with a purple diamond in the center of it.

"When the guards and citizens of Equestria see this symbol, they will know who you are," Celestia announced. From this moment on, we unofficially recognize you eight individuals as Equestria's Guardians of Harmony."

The girls and Spike all bowed, each one slightly tingling with excitement at their new titles. “You are free to go," Celestia finished.

The girls and Spike began to leave, Sunset trailing behind them.

“Except for you, Sunset Shimmer.”

Everyone turned back around as Celestia stared into the eyes of her first student.

“Cadance and Shining Armor, you are free to return to the Crystal Empire”, Celestia said, her eyes never leaving Sunset. “Luna? If you wouldn’t mind, I’d like to have a word with my former student in private.”

A million thoughts swirled in Sunset’s head. Her first visit back home and already the country was going to war? And Celestia asked her to be a part of it? Granted, Sunset was prepared for it. After all, Twilight’s friends were essentially her friends and she would do anything for them. But Princess Celestia had invited her back home right as a war was about to break out. Sunset honestly didn’t know whether to feel relieved that she could finally atone for her past misgivings against her or angry at Celestia and think that this was some sort of punishment being inflicted on her.

Twilight, Spike, and the others were already boarding the train to return home to Canterlot so Twilight could break the awful news, Princess Cadance and Shining Armor were waiting for their train to take them back to the Crystal Empire, Princess Luna had most likely taken full charge over Canterlot in her sister’s absence, and here, Sunset walked with Princess Celestia down the hallways of Canterlot Castle, neither one of them saying anything to one another. Sunset wanted to say something, but decided it was best to wait. Celestia was obviously taking her somewhere so they could talk. Soon enough, Sunset could see a pair of doors with two guards standing outside. When they reached the doors, Celestia nodded to the guards and they opened them, Celestia motioning for Sunset to enter.

The two entered and Sunset immediately started having flashbacks. She saw a fireplace with the picture of a crown containing a red crystal in it hanging over the flaming logs. A few feet away, she saw a large bed colored purple and fuchsia on the edge with a yellow cylander-shaped pillow. A bush with several flowers sticking out of it could be seen just a few feet behind it up against the wall. Lastly, a tapestry with a large star with several smaller stars trailing behind it hung over a wall decorated with dark clouds.

Celestia walked Sunset over to the bed and sat her down on it. Finally, it was Sunset’s time. Needless to say, she still didn’t know how to feel, at least for a moment. One part of her was ready to apologize for all the wrong she had done, another wanted to shout at her for asking her to take part in something she may not even come back from. Celestia crouched down in front of her, Sunset so afraid she didn’t even bother to look up at her. She just closed her eyes and hung her head.

“Sunset”, Celestia spoke softly, “Twilight has told me about where you live now in the other world. The last thing I want to do is take you away from all of that without your consent. I wanted to extend an invitation because we need all the help we can find and that I wanted you to know that everything you've done... I forgive you."

Sunset still did not say anything. She didn’t even move from her current pose on the bed. Instead, she stayed silent, a few tears beginning to well up in her eyes.

"Whether you wish to stay or go, know that the choice is entirely up to you. If you wish to return to that world, you may. I will not hold anything against you if that is your choice.”

“No”, she thought to herself, finally making a decision. “I have to do this. I have to show you… to prove to you…”

Celestia shut her eyes and sighed. “I am truly sorry Sunset”, she said, “for inviting you into all of this.”

Suddenly, Celestia heard Sunset whimper softly and saw that her body was shaking just a little bit. Then, she saw her former student finally gather the courage to look up at the pony she had once called “mentor”. Her eyes were like that of a puppy who was missing its bone. Tears were starting to fall and she was trying to hide the fact that her lip was quivering.

“No…” Sunset managed to say. “I’m sorry. For everything.”

She then threw herself into a hug around Celestia’s torso, bawling as she finally letting the regret she had kept inside of her out. After a moment, Celestia wrapped her hooves and wings around Sunset in turn, a few tears of her own beginning to fall from her face. The two found momentary solace from the impending threat in their embrace.

At long last, the prodigal student had returned home.

Author's Note

What's this? I got a chapter out earlier than expected?! Why?

Well, I'll tell you. This chapter was originally going to be part of Chapter 3, but after looking it over, I didn't want it to be too long, so I separated them. After I posted chapter 3, I was really excited to put what was technically the rest of it out, so I looked over the original draft, made a few changes, and here we are. I hope you enjoyed this one. So far, it's been my favorite to write!

I will probably have the next chapter out at the usual time: Sunday afternoon. Once that's done, I should be back on my usual schedule for chapter uploads.

Next chapter: The return of Optimus Prime!

Chapter 5

“What is that thing?”

“I don’t know… but it looks like it’s made of metal, just like the last one.”

“Do you think it’s alive?”

“The other one didn’t seem like it. I mean, after a fall like that…”

Gilda suddenly heard a groan coming from the metallic creature that she was inspecting and flew off it with a screech of surprise. She flew down to her companion and the two hugged one another in fear.

“Get back”, Gilda said. “I think it’s coming to!”

The giant metallic creature colored red, black, and blue slowly sat up, dazed from his fall. Shaking his head, he rubbed his eyes with his right hand and slowly looked around. Wherever he landed, it looked like some mostly green landscape, but barely any signs of life, with the exception of two small creatures near his right leg. Their heads were white with yellow beaks, their bodies were brown with tails on their ends and what he assumed were wings on their sides, and their legs (which took the forms of talons) were yellow. They seemed to be organic beings

“Strange”, he thought to himself. “These creatures seem to be a mix of all sorts of different species. The talons remind me of the Dinobots.”

Then, he noticed something else. The two organic creatures seemed to be afraid of him, judging by how slowly they were backing away. Optimus dared not move from his current position, otherwise he might send them into a run. Instead, he simply raised his right hand and saw them brace themselves for the worst.

“Bah-weep-granah-weep-ninny-bong”, he said.

The two organics looked up in confusion at the metallic giant and soon came to realize that he may not mean any harm towards them.

“Uh...” one of the creatures spoke up in a feminine, raspy voice, “what was that?”

“The universal greeting”, the giant said. “It is a way of showing beings of other worlds we find that we come in peace. I take it you have never heard of it?”

“Not really”, she said. “Who are you, anyway?”

“My name is Optimus Prime”, the giant said, slowly bringing himself up to one knee. His blue eyes never left the two beings he was speaking to. “I’m an autonomous, robotic organism from the planet Cybertron. And who might you be?”

“Oh, me?” the speaking organic asked, shock in her tone of voice. When Optimus nodded in reply, she obliged, “My name’s Gilda and this is my friend, Gretta.”

Next to her, Gretta waved a friendly talon at Optimus, but still had a sense of fear on her face.

“We’re from Griffonstone, the heart of the griffon homeland”, Gilda explained. “It’s not very far from here. We were out here looking for some supplies for a housing problem we’ve got at home and found you and some other… thing like you lying unconscious in craters. You look like you just fell from the sky or something.”

“A pleasure to meet you, Gilda”, Optimus dipped his head with a polite bow before turning to Gilda’s companion. “And you, Gretta.” Gretta’s nervous face never seemed to leave for every second she stared up at the alien robot, but she at least responded with another wave from her talon.

Optimus then looked at Gilda again. “Now, correct me if I'm wrong, did you mention that there was another one like me around here?”

Gilda nodded, unfurled her wings, and flew up to Optimus’ head, pointing in the direction behind him.

“We found another one like you just about a mile or so from here”, Gilda explained. “It looked like it… or he… had been through some sort of fire.”

“What do you mean?” Optimus asked.

“Well, he looked all burned up”, Gilda continued. “And when we got up close, we don’t think he was alive, like you.”

Optimus looked down for a moment to consider what he had just heard. Then, he pulled himself upwards until he was standing upright. Gilda and Gretta’s beaks hit the ground at just how tall their alien visitor was; from Gilda’s perspective, he seemed almost as huge as the castle in Canterlot.

“Can you take me to where he is?” Optimus asked.

Gilda flew upwards until she was looking into Optimus’ face again. “I guess so”, she said. She then turned downwards to face her friend. “Gretta!” she called. “Let’s go!”

Gretta complied as she flew up next to Gilda. “Um… okay”, Gretta finally spoke. “But, where are we going?”

“Didn’t you hear? We’re gonna take Optimus here to that other alien we found”, Gilda explained with an annoyed sigh.

“Uh… o…kay…” Gretta managed to cough out, still unable to handle the sight of the large alien in front of her. Fortunately, Optimus seemed to know what she was thinking.

“I am sorry if my appearance frightens you, Gretta”, Optimus told her. “But know that I have no intention of harming you. I would never do something like that to an innocent, sentient life-form.”

Hearing that made Gretta smile a little bit and slowly, her fear started to melt away.

“Come on!” Gilda said as she flew past Optimus’ head towards the direction of the second crater. “We don’t have all day!”

It didn’t take too long, but the trio finally arrived at the crater where the other Cybertronian lay. In that time, Optimus explained to Gilda everything that had happened to him, from the war between the Autobots and Decepticons to the battle that caused them to crash-land on this planet. Optimus also asked Gilda if there were any other life forms around, but she told him that he and the other Cybertronian they were approaching were the only ones in the area. This disheartened the Autobot leader, who prayed for the safety of his friends and comrades, especially his young scout Bumblebee. But that wasn’t the only thing that concerned him.

When he and his first lieutenant Jazz were being pulled out of the Ark’s bridge by a vacuum suction, his archenemy, Megatron, had been pulled out with them. Optimus knew that Megatron must be somewhere on this planet, and if that was true, then the other Decepticons would come looking for him. If Gilda and Gretta were any indication, this planet was inhabited. The Decepticons would no doubt put every single one of those inhabitants in danger in order to find their leader. Optimus could only hope that the rest of his Autobots were still around to stop them.

Approaching the crater with Gilda and Gretta, Optimus was forced to focus on the present situation as he bent down and examined the body. Gilda was right about one thing: it had burns all over it. Beneath the burns, he could make out it’s color scheme: primarily white with red and blue decorated on it. The helmet the body wore was black, not because of the burning, and a cracked blue visor covered his eyes. Optimus slowly lifted the body up and put his audio receptor to its chest plate.

After a few moments, Gilda spoke up again. “Well?”

Optimus turned around. “He’s still alive”, he reported.

“Who is he?” Gretta asked.

Picking the body up off the ground, Optimus turned towards his companions.

“This is my first lieutenant, Jazz”, Optimus explained. “He stood by my side during the Great War.”

“Is he going to be okay?” Gilda asked.

“That is unclear”, Optimus answered. “The burns he has suffered, coupled with the fall, must have crashed his internal systems. If I do not find my medical officer, or any of my fellow Autobots soon, he may go offline. Permanently.”

Gilda and Gretta flapped in place and looked at each other shocked. They were alien robots, they knew that, but robots with emotions? Robots who could think? Robots… that could die?

“Gilda, are you sure that you saw no one else in this area?” Optimus asked.

“Yep”, Gilda said. “You guys were all that was around here. Plus, that giant sword over there.”

She pointed near the crater where Jazz was found in and Optimus noticed the sword sticking out of the ground. Walking over to it, he put Jazz’s unconscious form down for a moment and managed to take the sword out of the ground. Gilda and Gretta saw a slot on his back open up and Optimus placed it in there. Picking Jazz’s body up in his arms again, Optimus turned to the two griffons once more.

“Do you know of any place on this planet where they could be?”

Gilda thought for a moment before snapping her claws. “You could try Equestria”, she suggested.

“Where is this ‘Equestria’?” Optimus inquired.

“It’s a continent just west of the griffon homeland”, Gretta told him, pointing outwards to the west. “It’s populated mainly by ponies, unicorns, pegasi, and earth ponies to be exact. There are some griffons and dragons there, but for the most part, it’s just ponies.”

“I do not know what these ‘ponies’ are”, Optimus said, “nor do I know what these ‘dragons’ are. But if what you say is true, my friends could be in trouble. I must go now to find them.”

Optimus then turned his head over his shoulder to examine the jet pack on his back. The storage unit for his Star Saber seemed to remain intact, but the twin engines looked worse for wear, mostly likely a result from the fall. He wouldn’t be able to fly Jazz to Equestria, forcing only one other option.

To the amazement of Gretta and Gilda, Optimus threw Jazz over his shoulders and onto his back. Then, he suddenly changed. Parts retracted, folded in on themselves, and folded outwards until Optimus was a large, metallic vehicle of some kind. He had wheels on the front and back end and a black opening in the front. Jazz’s body lay on top of him, his arms dangling off the sides. Optimus then moved forward slightly, until Gilda and Gretta could see the side. There appeared to be a door there, as the two observed.

“Do you know of any specific way to get to Equestria the fastest?” Optimus’ voice came from the giant vehicle he had turned himself in.

Gilda shook off her shock and managed to give an answer. “There’s a railroad that connects the griffon homeland to Equestria. That would definitely be the quickest way for us.”

“Thank you, Gilda and Gretta”, Optimus said. “Be safe and watch out for anyone like me with a purple insignia. Those are Decepticons. Anyone with a red insignia are Autobots. If you see any of them, direct them towards Equestria.”

“Will do”, Gilda said.

And with that, Optimus drove away at top speed with Jazz’s still-unconscious form. He just hoped he would make it there soon and that the Decepticons hadn’t resurfaced at all in his absence. Several miles behind him, Gilda and Gretta stared in his direction, unable to comprehend what just happened.

“Gilda?” Gretta finally managed to ask.

“Yeah, Gretta?” Gilda replied.

“Let’s not tell anyone about this. Agreed?” Gretta suggested.

Gilda looked back at the crater then back towards the direction where Optimus was driving away with Jazz.

“Agreed.”

They are here, Princess Celestia. That's what the grey earth pony in a suit and fedora told her before her meeting with Twilight's friends.

It wasn't until a few hours after she had sent her message to Twilight and her friends requesting them to meet her in Canterlot when Celestia had gone to address her subjects and declare a state of emergency. Once it was over, she headed back to the throne room to await Twilight's arrival. She hadn't gotten far before images only she could see began appearing before her eyes: objects falling from the sky and turning into large metallic beings with blue and red eyes, shapeshifting into different forms, fighting each other, locking blades, and killing each other on a fiery battlefield. Once the images stopped appearing, her guards were at her side asking if she was alright. Then he appeared.

The stallion gave his message quickly before the guards pointed their spears at him. Suddenly, he vanished before their eyes, leaving them bewildered. Now, as she stared into a mirror, putting on protective headgear, she realized that whoever the stallion was, he must be right. The last time she had a vision, it was about Tirek returning, and he did so. Whatever was the meaning behind these visions, Celestia knew they were not to be ignored. She had to investigate immediately.

"I don't know what they are, but I will find them," Celestia vowed to herself. "I cannot stand by this time while my country is threatened, by Chrysalis or whatever these beings are." She thought to herself before finishing, "And I don't intend to do so alone."

Taking one last moment to examine the armor she was now wearing in place of her royal regala, Celestia departed the changing room to her chambers, where Sunset Shimmer was waiting.

Author's Note

Bit of a shorter entry this time. Sorry!

Fun Fact #1: After seeing how Celestia had a vision of Tirek's return in "Twilight's Kingdom", I wanted to try and expand on the idea, have her visions act as a sort of precognition whenever a major threat was about to rise. It's probably not what the show does, but it's certainly an interesting topic to debate.

Fun Fact #2: For anyone who doesn't read the IDW comics, the grey pony Celestia encounters is September, a stallion who mostly appears in stories where Andy Price is the illustrator. He mostly appears in the background of major story arcs like "Reflections" and "Siege of the Crystal Empire". In the former story, he tells Twilight that there is more than one of everything before he suddenly disappears. If you haven't clicked on it yet, I put a link in the chapter to an image showing what he looks like.

Next time: some tearful goodbyes, Celestia and Sunset embark on a new mission, and we check in on the Wreckers.

Chapter 6

To say that Ponyville’s reaction to the news Twilight bore of Chrysalis declaring war on Equestria was unsettling would be an understatement. The residents panicked at the news that the Changelings had returned, though only a few citizens expected this. After all, some say a Changeling had been spotted attending Cranky Doodle Donkey and Matilda’s wedding a while ago; he hadn’t even bothered to conceal who he really was. After Twilight calmed the masses down, she explained everything that would happen during the Changeling’s invasion and how they would prepared for the worst. A barrier would be set up around the town and guards would be posted there to identify any Changelings that attempted to enter or even leave if there were already a few inside the city.

Zecora, the rhyme-speaking zebra who lived in the Everfree Forest, had been asked by Princess Celestia to help as a medical officer. All of her belongings (specifically the supplies she used to practice her magic) were being moved from her hut to town hall, where she was given a private room that she would share with Fluttershy, who had to leave her cottage just outside of the town. Fluttershy was immediately hesitant to leave her home, but Twilight convinced her that if she stayed in her cottage, her animal friends, especially her beloved pet bunny Angel, would be at more risk to the Changeling’s attack. Additionally, Twilight put Mayor Mare in charge of evacuation, just in case things went south. Lastly, Twilight made it her personal duty to inspect everyone in Ponyville to make sure none of them had been replaced by Changelings. Thankfully, that didn’t seem to be so, although she did have Zecora create a special face paint that could expose a Changeling for who they really were, just in case.

Out of the most of the Mane 6, Rarity, Applejack, and Rainbow Dash were the most affected. Rarity and Applejack in particular had family they didn’t want to leave behind: Sweetie Belle, Apple Bloom, Granny Smith, and Big MacIntosh. While Rainbow was all too ready to leap into a fight, the closet thing she was leaving behind in Ponyville outside of her friends was Scootaloo, who had idolized her for the longest time. After Twilight’s speech, Rarity, Applejack, Rainbow, Pinkie, Spike, the Apple Family, and the Cutie Mark Crusaders met at the train station to say goodbye. Needless to say, none of them were ready for the experience lying before them.

Rarity and Pinkie Pie were wearing grayish-blue armor, the apparel of the guards from the Crystal Empire, which Flash Sentry had supplied to them on orders from Princess Cadance. Applejack was now in the yellow armor worn by Princess Celestia’s royal guards, minus the helmet as she still wore her familiar hat on her head. Her trusty work lasso was affixed to her side, Apple Bloom wondering how much good that would really do her. Finally, Rainbow Dash stood proud in her Wonderbolt’s uniform as she and Scootaloo stood near the train tracks. But for once, Rainbow felt no satisfaction at the prospect of flying with her idols once again.

“I don’t want you to go”, Rainbow heard Scootaloo say as they hugged each other like sisters would.

“I don’t like this anymore than you, little buddy”, Rainbow said back. “But I’ve dealt with these guys before. Remember when you and the others were kidnapped and we had to come save you?”

Scootaloo remembered that all too well. Chrysalis returning after the Royal Wedding, being cooped up in a small prison with the other Crusaders for three days, and Twilight being the one who brought the hammer down on the Changeling Queen.

“Yeah”, Scootaloo said. “But this time, if you see that mean old queen again, promise me one thing.”

“What’s that?”

Scootaloo looked up at Rainbow and smiled. “Kick her flank for me.”

Rainbow smiled back. “Oh, please. If she comes my way, I’ll have her on the ground in ten seconds flat.”

“Ahem.”

Rainbow was forced to break off the hug and the two turned to see Captain Spitfire and Soarin standing behind them.

“Rainbow Dash, it’s good to see you again”, Spitfire said. “I see you even came prepared.”

"We hate to break this up," Soarin continued, "but we have to leave now. The rest of the Wonderbolts can’t wait for us forever.”

Rainbow took one last look at Scootaloo and hugged her again. Then she briefly placed a hoof under her chin with a reassuring smile before walking over to Spitfire and Soarin. Moments later, the three of them together flew off in the direction of the setting sun, Scootaloo tearing up as she watched them go. She didn’t even notice that the others were now standing behind her until she felt a hoof touching her shoulder. She then turned around to see Granny Smith with a comforting smile on her face.

“That ball of energy has been through a lot worse, ya know”, she said in a soft voice.

“I know”, Scootaloo said, her eyes looking at the ground.

Applejack looked down at her. “Don’t you worry now, Scootaloo. Rarity and I have got Sweetie Belle all set up to live on Sweet Apple Acres until we get back. If you ever need anything, you know where to find them.”

Scootaloo looked at Apple Bloom and Sweetie Belle, who walked over and hugged her tightly. Scootaloo didn’t respond at first, but one look of reassurance from Applejack gave her reason to hug them right back.

“Well”, she reasoned, “Cutie Mark Crusaders forever. Right?”

“You betcha”, Apple Bloom said.

“Until the end”, Sweetie Belle chimed in sadly.

Suddenly, everyone heard a train whistle and turned to see a train from Appleoosa pulling in. Applejack was then surrounded by her family members in a hug of their own.

“I sure am gonna miss y’all”, Applejack said, trying not to cry.

“Be safe out there, Applejack”, she could hear Granny Smith say.

“I will. Big Mac, take care of everything for me, alright?”

“EYUP!” Big Mac said, already on the verge of sobbing.

“Apple Bloom?”

“Yeah, sis?” the younger apple said, looking up at her big sister.

“If anything happens, know that I will always love you”, Applejack said.

Apple Bloom immediately felt tears streaming down her face. “I love ya, too, Applejack.”

Applejack broke the group hug as two guards stepped off the train and ushered for her to come along. She lifted her sister’s head up with her front hooves and smiled at her one last time. Then, before Apple Bloom could stop her, Applejack walked away and boarded the train, the two guards following suit.

The doors closed. Moments later, the train whistled and pulled away. Rarity and Pinkie Pie saw Applejack tilt her head out the window and wave at them, a smile on her face and tears flowing from her eyes. The two mares tried to think happy thoughts as they waved back.

It didn’t work. Once Applejack pulled herself back inside and the train disappeared from view, Pinkie’s mane deflated and she started crying and clutching Rarity for support. Rarity couldn’t help but return the favor as Spike and Sweetie Belle walked up to them and poked at their legs to get their attention. Rarity turned her attention away from Pinkie and clutched her little sister the way Applejack had done with her family a few moments ago.

“Rarity?” Sweetie asked.

“I know, Sweetie Belle”, Rarity whispered. “You don’t need to say anything. Just take care of Opal for me, okay?”

Sweetie giggled slightly. “As long as Winnona doesn’t get her first.”

This brightened Rarity’s mood slightly as she managed to chuckle.

“Oh, don’t worry, Sweetie dearest. I’m sure Opal and Winnona will get along just fine.”

“So long as that dog doesn’t ruin his newly-groomed coat”, Rarity finished in her mind.

Pinkie, meanwhile, continued to cry as she held Spike, who struggled in her grip.

“Okay, Pinkie, I’m upset about all this too, but…” Spike managed to say. As soon as she heard this, Pinkie dropped Spike and threw her hands up with a sheepish look on her face.

“Oops. Sorry”, Pinkie said.

Scootaloo and the rest of the Apple Family walked up to them.

“Did you say goodbye to Twilight yet, Spike?” Scootaloo asked.

“Yeah”, Spike said dejectedly. “It wasn’t easy. Twilight was hugging harder than Pinkie was a second ago. I don’t blame her.”

“You’ve got a good pony watching over you, Spike”, Granny said, wiping a tear from her eye as she tried to remain positive. “Even if Twilight’s not with you right now, know that she’ll always be with you right here.” She put a hoof to Spike’s chest where his heart was, something which made Spike smile in spite of his fears.

Then, it happened again. A train whistle, this time coming from a train from the Crystal Empire. The doors opened and two guards stepped out.

“Miss Rarity, Miss Pie, and Spike, the Brave and Glorious, we are ready for your arrival at the Crystal Empire”, one of the guards said.

The group hugged each other for one last time before Rarity, Spike, and Pinkie Pie boarded the train, Pinkie complaining to herself about how she didn’t get a cool title like her companions. Looking out the window, she saw the CMC and put her hooves to her cheeks and gave her best smile, encouraging them to do the same. The trio complied as the train slowly pulled away. Rarity and Spike looked out the window along with Pinkie and waved. The Apples and CMC watched as their friends and family disappeared into the distance, joining Applejack and Rainbow Dash in defending their home.

Sweetie Belle continued to stare out into the distance, her smile fading and tears still falling. Apple Bloom and Scootaloo walked up next to her and hugged her, the only thing they could really do right now. Eventually, Sweetie returned to Sweet Apple Acres with the rest of the Apple Family and Scootaloo went back to her own home.

Not one of them slept very well that night.

In Celestia’s bedroom, Sunset looked at herself in the mirror, studying the armor that she was now wearing. It wasn’t like anything the royal guard had been assigned to wear; while she did have the standard yellow shoe armor, she wore a piece of yellow chest armor similar to Celestia and Luna’s royal attire, a headband of sorts, and some armor around her waist.

“I’ll admit it’s not the first thing I was expecting to be wearing,” Sunset thought. “Still, it at least looks cooler than anything else the guard has on.”

The door to the chamber opened and Sunset saw Princess Celestia entering. She was now wearing armor of her own, vastly different from anything she had ever seen before. She was wearing gold and brown boots, gold and brown armor covering her neck and chest with that familiar purple diamond in the center, and the crown on her head looked like her usual crown fused with a head piece that extended down to the sides of her head. At her side, Celestia was carrying some sort of weapon, a combination of a polearm and a lance.

Sunset stared at her shock. “Whoa”, was the only thing she managed to get out.

“That’s what I said when Luna showed me the designs for this armor a long time ago”, Celestia replied. “She felt that since she and I share the title of rulers of Equestria, we should have a distinct look should we ever go into battle. I didn’t think it was all that necessary, but nevertheless I did approve of its creation. I’ve kept it in reserve just in case.”

“Does Princess Luna have some sort of armor like that?” Sunset asked.

Celestia nodded. “She doesn’t lack much in creativity, I’ll say that much about it. I think Pinkie Pie may have given her a few ideas.”

Sunset smiled. “That wouldn’t surprise me.”

The two laughed at that remark, the first happy moment they had shared since Sunset left Equestria. Then Celestia walked over to her former student and nuzzled her, Sunset responding in kind.

“It’s so good to have you home, Sunset”, Celestia said.

“You said that already”, Sunset said.

“I know. It’s just, after your fall I feared…”

“Thank Twilight that I didn’t go that far. Besides, I couldn’t stay away forever.”

Celestia chuckled. “For that, I am glad. Now, there is something I need to tell you.”

Sunset seemed puzzled. “What do you mean?”

“We will be joining everyone else in defending Equestria soon enough. Originally, I wanted you to be right by my side in helping defend Canterlot and I still plan for that," Celestia explained. But right now, something has come up that I need your help with.”

“And what is that?” Sunset asked.

“The other day, after I sent a message to Twilight requesting her and your presences, I received a vision. It told me about strange objects falling from the sky, among other things.” Celestia couldn't stop thinking about it, especially the fact that giants had emerged and started fighting each other.

“So, you want me to help you find a bunch of UFOs?” Sunset asked. “I don’t get why that seems so important right now.”

“During the vision, I also saw that these ‘UFOs’ seemed to be some type of life form.”

That got Sunset’s full attention. “I’m sorry, but… what?”

“I know it seems hard to believe, Sunset, but the visions I receive have never been wrong," Celestia said confidently. You and I will investigate where I saw these life forms touch down: the undiscovered west, just past the Smokey Mountains.”

Sunset’s eyes lit up. “The Undiscovered West? I’ve always wanted to see what that’s like!” She could barely contain any of her excitement.

“So has Twilight. Perhaps once this is all over she and her friends will go there to spread the magic of friendship. But for now, know this, Sunset: this investigation is completely off the record. You, Luna, and myself are the only ones who know about it. Given our current circumstances, I don’t want any of my subjects to be brought into further panic by the idea that we have been invaded by aliens.”

Sunset nodded. “Gotcha. So, when do we leave?”

“When I raise the sun tomorrow morning”, Celestia said. “Luna will take charge of defending Canterlot in our absence. Hopefully once we get back, these aliens will either be our friends…”

She paused, taking a deep breath before continuing.

“Or an even greater threat than what we face right now."

Author's Note

Sunset's armor is based off of this artwork by DeviantArt user Ruined Omega

Next time: the Wreckers and the Decepticons in an all-Transformers chapter. I tried to fit the Wreckers into this chapter, but I couldn't without making the next chapter too short.

Chapter 8

Applejack couldn’t sleep all all on the train ride to Appleoosa. After the train left Ponyville, she spent time meeting the guards that had been assigned under her and they spent a great amount of time setting up defense and evacuation strategies for Appleoosa. Knowing how close the town was to the Badlands, however, Applejack had a feeling that the Changelings would already be attacking by the time they arrived. As such, by the time the planning was over, the moon was out and most of the guards were asleep. Applejack just tossed and turned for hours, worrying over the safety of Braeburn and the other citizens.

When she finally did manage to get some sleep, Applejack dreamed about the experiences she shared with her friends. She remembered when Twilight first arrived in Ponyville and how she helped in defeating Nightmare Moon, how she tried to tend to the family’s entire apple orchard by herself, how she stood her ground against the Flim-Flam brothers (multiple times), and even how her Apple Bloom finally received her Cutie Mark.

“Oh, sugar cube. If Mom and Dad were here, they’d be so proud of you!”

This made Applejack cry softly in her sleep. But deep down, she knew that Apple Bloom was strong. Applejack made a promise to herself that she would make it through this no matter what. Apples have never given up that easily and she wasn’t about to let herself be the first.

Her dreams then changed again, this time to when she and the rest of her friends defeated Discord and the ceremony they had afterwards.

To when she and Rainbow Dash tried outdo one another by spending the night in the Castle of the Two Sisters.

To when Spike saved her from a group of Timberwolves.

To everything Apple Bloom had done to grow and every moment they had spent together…

BANG!

“General Applejack!”

Applejack was suddenly startled from her sleep by a guard barging into her room. Falling out of bed, she quickly pulled herself to her hooves and reached for her hat. As she put it on, the train shook and rocked about, nearly throwing her off-balance.

“What’s going on?! What time is it?” Applejack shouted, trying to get her bearings together.

“We’ve almost reached Appleoosa, ma’am”, the guard said. “But several Changelings are attacking the outside of the train! We’ll never reach the town in this condition.”

“Then let’s get out there!” Applejack ordered. “If these Changelings are attacking us here, Appleoosa’s probably already been taken over. Chrysalis might have sent them as a way of softening us up for her.”

“Can you be sure about that, General?” the guard asked.

“It’s the only real thing I can think of right now”, Applejack admitted. “But we’ll have to hold out until the train gets there to really be sure. Now, let’s move!”

The guard saluted her. “Yes, ma’am!”

Applejack and the guard ran from her quarters and down the aisles of the train cars. Glancing out of the windows, some intact, some cracked, and some smashed in, Applejack saw the Changelings swarming the train, some wearing mocking grins on their faces. Once they reached the front of the train, they saw one Changeling attacking the conductor. Applejack grabbed her lasso and swung it around the Changeling, then pulled tight. It came flying across the room and smashed into the wall next to the door. Once Applejack took the lasso off, the Changeling stumbled around like a young filly who had spun around too much and collapsed.

“Guard, keep an eye on the conductor. I’m gonna head up top and see what I can do about the others”, Applejack said.

“But ma’am”, the guard protested, “the rest of the platoon is stretched out across the train! If something happens to you-“

“Then keep fighting, solider!” Applejack barked. “I may have just lost a few relatives and if that’s the case, I ain’t going down without a fight!”

Before the guard could protest further, Applejack burst out of the conductor’s section and found a ladder attached to the wall of the next train car leading to the roof. Climbing it, Applejack hauled herself upwards onto the edge and was immediately attacked by four Changelings in dark colored war armor. In response, Applejack flipped herself up and kicked two of the Changelings away in a fast motion, letting the other two Changelings hit each other. Landing on her back, she then quickly jumped to her hooves to see the rest of the battle. All around the roof of the train, several of the guards were trying desperately to fend off the attacking Changelings.

Applejack did not hesitate to help her troops. She roped her lasso around one Changeling that was chasing a pegasus in the space above the train and throwing him into a group of Changelings trying to get in between two of the six train cars. She then ordered two earth pony soldiers to go down into the train cars and keep them secure. As they obeyed, Applejack ran towards the caboose, engaging and defeating every Changeling that came in her way. Once she reached the caboose, she found an unusually tall and muscular Changeling with two ordinary Changelings at either side of him.

“Didn’t I see you when I went to rescue my sister and her friends?”, Applejack thought, remembering the CMC’s kidnapping. She didn’t stop when she saw the trio, as they were expecting her to do. Instead, she kept running and jumped over them as easy as a hurdle in the annual Appleoosa rodeo. She then swiftly extended her back legs and bucked the muscular Changeling right in the flank, knocking him flat on his face. The other two Changelings lunged, but Applejack jumped high into the air and let them fall over the edge and off the train.

From her spot on the train, Applejack saw them on either side of the train tracks, but instead of looking angry at being defeated, they were smiling. Applejack didn’t want to know why and she didn’t have time to think about it as seconds later, the muscular Changeling grabbed her, lifting her off of her hooves. Suddenly, two pegasi guards came up behind him and literally swept him off his feet, causing him to let go of Applejack. One of the pegasi caught her and brought her down onto the caboose’s deck.

“Ma’am, are you alright?” he asked.

“Don’t worry; I’m fine”, Applejack said, dusting herself off. “How close are we to Appleoosa?”

“We’re almost there. But it looks like the Changelings have completely taken over. They’ve covered the whole town in some green goop and we can’t see any trace of any free civilians. What should we do?”

The news held Applejack in place. They were too late. She should have left the moment Princess Celestia told her about the sighting. She might have been able to save her relatives. She might have been able to save Braeburn…

“General?”

Applejack shook her head. “I want you to rally any remaining guards and get them to the front of the train. Changelings or not, we’re going in. If there are any civilians left, we need to evacuate them.”

“But General… that’s insane! There’s no way we’ll make it out of there!”

“There’s no other way we can do this”, Applejack protested. “I understand the risks that we’re in right now and I know it may not be something you’re ready to do. But I’m counting on you to do your part, soldier. Understand me?”

The guard paused, staring at his commanding officer. Then, he let out an exhausted sigh and replied, “I’ll… do what I can.”

“That’s all I’m asking of you, soldier”, Applejack said. “Now, get moving!”

The guard saluted and headed through the door of the caboose, leaving Applejack alone. She then paused again to rethink what was happening to the civilians in Appleoosa. Her many cousins living there, Braeburn included, Sheriff Silver star, and even Trouble Shoes, former “outlaw” that the CMC had befriended. She shuddered to think what Chrysalis was doing to them right this second. Then again, that was all the reason she needed to keep on fighting.

Climbing back to the roof, she saw that very few of the guards were left, the Changelings having dispatched of most of them. Some of them were probably even disguised Changelings to try and lead her and any other remaining guards into a trap. Nevertheless, Applejack knew it was risk that she would have to take. Running through the onslaught of Changelings, Applejack took her lasso out once more and roped another Changeling, swinging him around and using him as a makeshift flail to knock his comrades away. Then, she freed him from the rope’s grip and watched him fly away into the distance.

Applejack didn’t give herself time to enjoy the triumph, turning towards the front of the train as she felt it slow and grind to a halt. All around her, she saw buildings covered in a green, slimy substance, ponies trapped in large, green cocoons, and even more Changelings swarming them. In that moment, Applejack knew that they had arrived at their destination, even if it didn’t look like Appleoosa anymore. Suddenly, she heard a noise to her right and turned to see what remained of her guard climbing to the top of the train. As Changelings hovered around them, ready to strike, Applejack cautiously went over to help them up and counted them.

She was shocked at how many were left. Celestia had assigned at least fifty guards to help protect Appleoosa. Now there were only fifteen.

“Private”, she said, turning to the guard at the forefront. “Where are all the others?”

“Unsure”, the private replied, looking out of breath as he made his report. “Some of them may been forcefully abducted from the train during the assault, some may have even been knocked off. Either way, we’re the only ones left.”

“Is everyone alright?” Applejack asked.

“The question is…”

Applejack and the private turned to see one of the guards stepping forward, a sly grin on his face.

“Will you be?”

Suddenly, he and seven other guards morphed into the appearance of eight grinning and battle-ready Changelings. The rest of the guard yelled out in shock as the Changelings above dove straight down at them.

“Private, move!” Applejack shouted as she threw him and herself off the train at an angle. The two landed on the platform below, rolling towards the steps that led off the train station. As the two rose, Applejack pushed herself forward and struck two Changelings that were coming after her. The private, a white-coated unicorn, was not so lucky, as his attempt to use a teleportation spell failed when a Changeling blasted him with a green bolt of magic. He tried to resist, but collapsed instead, and the Changelings capture him.

Spotting what she could make out as the sheriff’s office, Applejack frantically ran in it’s direction, furiously dodging the Changelings that were throwing themselves at her. She didn’t get very far before a blast of magic hit her in the side and knocked her down. As Applejack attempted to get back up, a group of Changelings surrounded her from all sides, blocking her off. They watched as the earth pony weakly tried to get back up, only managing to get to her front hooves. Then, one section of the swarm parted was as Applejack saw a familiar figure walking towards her.

“How easy it is for the mighty to fall, isn’t it Applejack?” the figure asked in a voice all too familiar.

“Chrysalis… you yellow-bellied coward…” was all that Applejack could make out before she fell over in front of Chrysalis’ hooves. The Changeling queen used her magic to pick the earth pony general up and smirked as she hovered in the air before her, wrapped in a sickly green aura. Applejack got a good look at her then, recognizing her ugly face behind that green war armor.

“A coward, am I?” Chrysalis asked, a taunting look on her face. “I’m just doing what I was meant to do: supply love for my subjects. My children, you could say…”

Unable to move anything except her neck while caught in Chrysalis’ magic, Applejack just coughed. “Of all the places in the entire world… why Equestria? Why Equestria after all the times we’ve beaten you?”

“It’s like I said at the Royal Wedding, Equestria has more love than any place than I have encountered. It’s true that I’ve suffered a few… setbacks”, Chrysalis said, remembering her defeats at the hooves of Twilight Sparkle and the return of King Sombra. “But now that I have proven that I am better than your precious Twilight and the umbrum are no longer a threat, I believe now is the time to take Equestria and the love it contains that so rightfully belongs to us!”

Applejack scoffed. “The only reason you got Twilight that time was because of King Sombra, not you, ya egomaniac. And besides, we’ve beaten you plenty of times before. Twilight and the others are more than willing to do it again.”

“Oh, I don’t need to worry about that, little pony”, Chrysalis replied. “I have a new friend to deal with them.” She then turned away from Applejack and raised a hoof to the side of her mouth. “Ultra Magnus! You may come out, now!” she called.

“Ultra what-now?” Applejack asked.

Suddenly, Applejack heard a low rumbling noise as something big burst out of the green goop in between two of the buildings next to the sheriff’s office. It looked like some large metal vehicle, about the size of a typical train, maybe even slightly larger. It was blue, red, and white in color and there appeared to be a window at the front. Seconds later, something unexpected happened.

It changed.

Whatever the thing was, it changed shaped, parts shifting in and outwards, some folding on another. The thing soon had parts that Applejack figured to be arms and legs and it rose to the sun. Lastly, the metal creature sprouted a head with sickly green eyes. Applejack’s face went pale with shock.

“What in Celestia’s name… is that?!” Applejack managed to shout.

Chrysalis turned to Applejack and smiled. “The instrument of Celestia’s destruction and the key to my domination!” With a terrible laugh, she dropped Applejack and opened her mouth. A lighter aura of green surrounded Applejack as the magic generated by the love for her family and friends within her went straight into the Changeling Queen.

“They’ll… stop you… Chrysalis”, Applejack said as her strength left her. “You’ll… never… win…”

The aura surrounding Applejack disappeared as Chrysalis licked her lips in satisfaction and that familiar smile returned. “Oh, I think the outcome is going to be much different than that”, she said.

And with that, Applejack’s world went black.

Optimus awoke from his stasis nap, a still-unconscious Jazz lying next to him. They had finally made it to the land called Equestria, lying in a mountain range in the country’s northern sector. Optimus had found a small cave at the edge of the range that was big enough for them to fit inside, though Optimus had to get in using his vehicle mode. He had managed to start a small fire to keep them warm; the mountain range’s cold temperatures were a danger to Jazz’s current state.

It had been a long journey for the both of them. After parting ways with Gilda and Gretta, Optimus had driven Jazz north until they hit what seemed to be some sort of train station. Not wanting to make their presence known to the locals, Optimus manage to conceal his and Jazz’s presence using stealth camouflage technology that Ratchet had given him during the war. Following the next train that left the station, Optimus discovered that the tracks lead into Equestria, but because of the weight he shared with his first officer, he did not wish to cause the bridge to collapse. So, he chose to swim across the liquid substance between the griffon homeland and Equestria and eventually came to the base of a mountain range.

It was here that Optimus found the cave he and Jazz would spend the next night in, though the last Prime wanted to rest for only the next few hours before continuing on. But before long, he drifted off into sleep mode, Jazz lying a few feet away from him. Now that it was morning, Optimus went to check on him. Inspecting his body, he soon found himself cradling him in his arms.

“Hold on, Jazz”, Optimus whispered. “I’ve almost found the others. Just please… hold on…”

Optimus dipped his head for a moment. He and Jazz had been through far too much for him to go offline right now. Before the war, Jazz travelled Cybertron learning about all the different cultures the planet had to offer. He always told Optimus his dreams about finding new planets to explore, new people to meet and new cultures to learn from. To perish here before he could find out more about this planet would be a great loss for not just Optimus, but for the rest of the team.

Thankfully, that wasn’t the case. Optimus suddenly heard coughing and looked down to see Jazz’s body twitching as he came too. He quickly relaxed, letting his head fall backwards.

“I hear ya... Prime”, he said weakly. “But… uh-oh…”

“What’s wrong?” Prime asked him.

“I… I can’t see anything, OP”, Jazz said. “Where are we?”

“The planet’s name is unknown”, Prime explained, “but what I do know is that the continent we are on is called ‘Equestria’. I believe the rest of the Autobots to be here.”

“And… the Decepticons?” Jazz asked.

“I believe they may be here, too. I was hoping you could pinpoint the Ark’s location using your visor, but it appears to have been damaged.”

“If my optics weren’t damaged, I’d be able to tell”, Jazz said, giving a small chuckle which made him cough. Optimus quickly noticed a small trail of energon coming out of the corner of his mouth.

“Our best bet is to keep heading south”, Optimus said, hauling Jazz onto his back. “And to keep out of sight. I don’t want any locals getting involved.”

“They’re going to get involved eventually”, Jazz pointed out. “Remember Earth?”

Optimus winced. “I do, Jazz. Exactly the reason no one is allowed to know of our mission. They will find out eventually and when we do, we will leave this planet and spare them the pain of our war.”

At first, Optimus heard nothing. He started to walk out of the cave before he heard Jazz sigh and say, “Alright. Whatever you say, Prime.”

Optimus nodded. “Thank you for understanding, old friend.”

Once he reached the mouth of the cave, he set Jazz down, transformed into his truck mode, drove outside, and transformed into robot mode again. Then, he reached inside the cave and carefully dragged Jazz out. Putting him back onto his back, Optimus explained what would happen next.

“I will use my sensors to pick up any traces of our friends and/or the Decepticons near our location. Hopefully, some of the Autobots survived the Ark’s crashing. I will use my stealth camo to conceal our presence. This was, we don’t have to worry about anyone seeing or hearing us.”

“Sounds like a plan, OP”, Jazz said groggily.

“And Jazz? Try and stay awake. Given the nature of your injuries, I am not sure you will wake up again the next time you go to power down.”

“Duly noted, boss-bot.”

With that, Optimus began to drive down the mountain with Jazz on his back. Neither of them had any idea that a city built on clouds was hovering over them, nor did any of them notice the cyan-colored flying creature with a rainbow-colored mane that just managed to catch a glimpse of them before they vanished out of sight.

Author's Note

I'm back from va-cay! Also, sorry Applejack fans.

Next chapter: Chrysalis sends a message to Princess Luna while Celestia and Sunset find an Autobot. Who will it be?

Chapter 9

Since Celestia had left with Sunset Shimmer, Princess Luna had been left in charge of defending Canterlot and along with that, complete leadership over the Grand Army of Equestria. Deep down, Luna wanted time to rule alone, like her sister had done in the one thousand-year period that had become known as the Great Celestial/Lunar rift. But she didn’t want it to happen like this. Not in these circumstances. And especially not with the idea of aliens infesting Equestria.

Luna could hardly believe it when Celestia had the vision of large creatures falling from the sky. The idea of beings from another world seemed preposterous to her, but her sister’s visions had never been wrong in the past, so she reluctantly let her indulge herself.

“But did she have to bring Sunset into it all?” Luna wondered, eyes closed as she sat on her sister’s throne. “She was already brave enough leaving behind the life she had in the human world to help us. But helping investigate alien activity? I hope Tia knows what she’s doing…”

The two of them had departed after Celestia had raised the sun and now it was almost the start of the afternoon and still no word from them. Celestia had told Luna that she would send her phoenix Philomena a message if she had found anything or if trouble had befallen them. Either Philomena got delayed or all three of them had been captured. Luna could do nothing but hope for the best.

She suddenly opened her eyes when one of her Shadowbolts, flanked by two guards, entered the room, hastily ran up to the throne, and bowed deeply before the Princess of the Night. Underneath her Shadowbolt’s uniform, Luna could see a light purple coat and her mane and tail were white with light blue streaks running through them. She had a scroll in a string around her neck, as well.

“Princess Luna”, the pegasus simply said.

“Ah, Sugercoat”, Luna greeted her in a warm and welcoming tone of voice. “It is good to see you again. How is the defense of Manehattan?”

“Defense of Manehattan is going well, Your Highness”, Sugercoat said in a quick and blunt voice. “Additionally, Discord has reported that no attacks have been made on Baltimare and Fillydelphia. None of the Wonderbolts or Shadowbolts accompanying him have seen anything either, nor does it seem that they have been replaced by Changelings.”

“I see”, Luna said. “Contact Discord and have him assume complete and total protection over Fillydelphia and move all forces from there to Baltimare. I trust that Discord has enough power to protect an entire city.”

“Will do, Your Majesty”, Sugercoat replied. “But… I also have bad news.”

Luna’s face went from happy to concerned. “And what would that be?” she asked.

“Our forces in Baltimare received a message from Queen Chrysalis herself,” Sugercoat said nervously. “She… has taken Appleoosa. General Applejack has been captured along with her entire battalion.”

Luna stood up and her eyes widened. “What?!”

“I am just as surprised as you, Your Grace, but it’s true”, Sugercoat said sadly. “They took the city before they even arrived and ambushed them. They never saw it coming.”

Luna’s heart sank. “Applejack… no… what will Twilight and her friends say about this?”

“There is more.”

Luna’s ears perked up. “What more could there possibly be?”

Sugercoat’s head was starting to drip with sweat. “Chrysalis claims to have something powerful in her possession. A giant... robotic being that we believe she’s saving for you and Princess Celestia.”

Luna held her position for a moment. “A giant... robotic… being?”

“Are these the alien creatures Celestia was talking about?”

Sugarcoat nodded. “I didn’t believe it myself, but she has a picture of it that she sent with the message… Captain Sour Sweet asked me to give it to you.”

Luna walked down to the base of the throne and stared her dead in the eyes, something which made Sugercoat even more nervous than what she was right that moment. “Show me,” she ordered.

Sugercoat removed the scroll from her neck and a blue aura wrapped around it as Luna pulled it in front of her face and unfurled it. A lump in her throat formed as she saw the picture: a smug-looking Chrysalis presenting a large, blue and red being with green eyes holding a large, golden hammer in one hand and a Changeling cocoon in the other. Looking closely at the image revealed the poor pony inside of it.

“Applejack.”

She looked down at the message written on the scroll and slowly read.

“Princess Celestia,

As you can see from the above image, your forces in Appleoosa have failed. You may have also noticed my new pet. His name is Ultra Magnus and he is from another world where he claims to be a defender of his people. Since running into me, though, he has had a change in allegiance. He serves me now and with his untold power, Equestria will be mine! Baltimare is the next target for our conquest and Magnus here is spoiling to prove his loyalty to me. I doubt any of your forces will be able to survive his might. I also suggest surrendering soon unless you want any more of your subjects to suffer the same fate.

See you soon,

Queen Chrysalis”

Luna couldn’t believe it as a shocked expression formed on her face. A being from another world. A being that had some sort of power that Luna nor anyone else could possibly comprehend. A being that, if the message is anything to go by, was once a protector that had been brainwashed into being the Changeling Queen’s personal servant. And now the Element of Honesty had fallen.

“Princess Luna”, Sugercoat spoke up nervously. “What should we do?”

Luna didn’t answer right away. What could they do? She didn’t know what this thing was or where he even came from. Was this really one of the creatures falling from the sky that Celestia says she saw in her vision? If so, where are the others?

After a second, Luna raised her head towards her subject, rolling up the scroll and putting it aside while barely managing to conceal her growing anger. “Sugercoat, return to Baltimare with these guards at once. Sour Sweet will need all the help she can get. Tell her to evacuate the citizens and lead them to Canterlot; we have more than enough room for them to take shelter. Drop a few of them off in Ponyville if you wish. I’ll send a message to Discord, Captain Spitfire, Princess Twilight, and Princess Cadance and tell them everything that has happened.”

“But, Your Majesty… what about that giant robot?” Sugercoat asked. She couldn't believe this conversation was happening.

Luna closed her eyes. She still didn’t have an answer. “Just… do what you can. If you find any weaknesses, let me know immediately. I will inform Celestia of what’s happened when she returns.”

Sugercoat saluted. “Yes, Your Majesty.”

Luna watched Sugercoat walk out of the room in silence. The Princess of the Night then unfurled the note and looked at the image again. She wanted to rip the scroll in half and scream. The same questions swirled in her head over and over. What could they do against that being? Is there anything they can do? Then another thought crossed her mind.

“If there are others like this ‘Ultra Magnus’ out there, what if Chrysalis has gotten to them, as well?”

Returning to Celestia’s throne, Luna breathed deeply and prayed for the safety of her sister and friends. She hoped Celestia would come back in one piece.

It had only been a few hours since Celestia raised the sun. The two of them had left Canterlot and Sunset was already getting tired. Normally, she was very alert and active, but after walking for several hours (not including one or two breaks), she felt like she had climbed Mount Everhoof. They were long past Ponyville and the Everfree Forest, although no one had seen them. As Celestia had said, this adventure was completely off the record. No one else had to know that aliens had come to Equestria at the same time the Changelings had mounted a full-scale war.

Sunset yawned as the two of them trekked along. As they approached a set of train tracks, Sunset suddenly fell to the side, Celestia catching her with her magic. Then, she brought her back to her feet, let her rest at her side, and giggled.

Sunset looked up at Celestia. “Sorry, Princess”, she said.

“There is nothing to apologize for, Sunset”, Celestia said with a warm smile. “The good news is, we’re almost there. If my vision is accurate, the life forms landed just beyond these railroad tracks.”

Celestia hoisted her first student up onto her back and hopped across the tracks when she was sure nothing was coming. Then, she spread her wings and turned back to Sunset.

“Hold on. I promise the rest of the trip will be quick!”

Sunset nodded and held tight to the back of Celestia’s neck. Her former mentor took to the air and flew, something which snapped Sunset back to full awareness. Having never really flown before, unless she counted the first encounter with Twilight’s human counterpart, Sunset looked around in awe as they passed several birds flying around them. She looked down and saw how beautiful the ground looked, even though they weren’t that high in the air.

“I wonder if Twilight ever enjoys these sorts of things while flying”, Sunset thought.

Within one or two minutes, Celestia could make out a large crater in the distance and began flying lower and lower towards the ground. She turned back to Sunset and told her to prepare for the landing. But as they drew closer to the ground, Celestia suddenly gasped and flew slightly backwards into the air, Sunset clinging harder onto Celestia’s neck for support. Sunset immediately wanted to ask what Celestia was thinking and what she saw. She ultimately answered her own question when she looked down at the crater below and gasped herself.

Celestia was right. Lying in the crater was a large being, colored mainly orange and black, with some grey mixed in. His head, which bore a helmet with a red “V” on it, was turned over to the right-hoof side (or in this case, his right-hand side), its eyes closed and what seemed to be a black moustache. The center of the being’s chest bore a red symbol that looked like some sort of face. As Celestia managed to position herself and Sunset in a hovering position above the being’s chest, noticing that its armor was badly cracked and cut, like it had been through some sort of battle.

Celestia touched down gently on the figure’s chest and allowed Sunset to get off beside her. She then signaled for her former student to stay close to her as they cautiously approached its head.

“Hello?” Celestia called out to it. “Can you hear me? My name is Princess Celestia, co-ruler of Equestria. Are you alright? Hello?”

No answer came from the being. Sunset frowned and cocked her head.

“Do you think it’s dead?” Sunset asked.

“Perhaps”, Celestia answered. “Or it is just out cold. I’ll try and use my magic to see if I can wake it up. Now please step back, Sunset. I think we might be standing over his heart.”

Sunset nodded nervously and backed away as Celestia’s horned glowed in a yellow aura. She then bent her head down onto the surface of the being’s chest and fired a blast of magic directly into it. Sunset was nearly knocked off her hooves as she felt the massive vibrations of Celestia’s magic surging through the being’s body; she could even see the gold aura spreading out all over the place! The body seized itself upwards for a moment before returning to its original resting place and the aura faded away.

Sunset slowly walked back over to Celestia’s side as she examined the body. For a moment, they could hear nor see anything to indicate the creature was still alive or not. Then, they felt a small sound coming from beneath them and bent their heads to listen. It sounded like the beating of a heart, something which made both ponies’ faces go into a mix of shock and surprisingly enough, joy.

That’s when the being slowly began to move and groan.

The moment Megatron had ambushed Optimus, the rest of Team Prime knew that they needed to act. Ratchet immediately directed the team to head inside the Ark, noting that it may be safer there than out in space with the rest of the Decepticons. As they moved to evacuate, Starscream ambushed them, accompanied by a few more Decepticons, including Shockwave. One of them, Dreadwing, followed Team Prime into the Ark while Drift found himself cut off by the Decepticon second-in-command. Despite his efforts, he was quickly overwhelmed.

Even in stasis lock, Drift could hear Starscream’s words echoing in his mind.

“You should never have left us, Deadlock! You would have been a worthy addition to the multitude of soldiers honored in the soon-to-be Decepticon Empire!”

“My former self is as dead as The Fallen!” Drift had shouted back. “The only thing your kind understands is violence! That is exactly what lead to Cybertron’s destruction!”

“The way I see it, Lord Megatron simply saw that Cybertron needed a change in leadership”, Starscream sneered. “I saw it too, so I was all too happy to follow him!”

“Then you are following him to your death!” Drift yelled as he lunged forward in an attempted tackle.

Starscream sidestepped him with ease, deploying his null ray before firing on his enemy. Drift found himself stunned, left helpless as Starscream grabbed him and flew the both of them off the ship as the Ark gave way beneath them. Drift saw where it was headed: a small planet with unusual clouds.

Starscream chuckled. “Funny”, he said, pulling Drift up to his face. “I believe that is where you are following Optimus Prime!”

The last thing Drift remembered after that was Starscream spinning him around once, throwing him into the direction of the planet, and firing another blast from his null ray to knock him into the atmosphere. The Autobot tactician blacked out before he even hit the ground.

Now, what seemed like eons later, he was feeling something. It felt… warm. Happy even. It was like someone was taking all of his anxieties and fears away. Whatever it was, it was moving all over his body, pulling him out of the blackness. Groaning, Drift managed to slowly blink his eyes and moved his head around.

Then he stopped suddenly. He realized that he was now feeling something else. Two small objects standing on his chest. The Autobot warrior managed to open his eyes to the best of his current state to get a glimpse of what he was feeling. What he saw caught him off guard. Two small, pastel-colored creatures on four legs, wearing armor, and the tallest one was carrying some kind of weapon. Drift wanted to brush them off, but he was too weak at the moment to do so.

Instead, groaned and slowly asked, “Who… are… you?”

The tallest creature, colored white with large, flowing hair stepped forward, a small smile on its face.

“My name is Princess Celestia, co-ruler of Equestria”, it said in a feminine voice. “This is my companion, Sunset Shimmer.”

Drift gave the two a closer look. They looked like those horse creatures he had seen during the Autobots’ time on Earth. But these types of horses seemed to possess a higher intelligence, given their ability to speak. Plus, their names seemed strange to him, especially given all the other planets he had been to.

“Do you have a name?” Princess Celestia asked.

“Drift”, he replied wearily. “Where… where am I?”

“This is Equestria”, the equine replied.

“Equestria?” Drift asked. “You rule an entire planet?”

Celestia and Sunset chuckled. “Actually, Equestria is just a mere country. Equestria is one of the largest countries on this planet and up until recently was the most harmonious.”

Drift cocked his head. “What do you mean by ‘up until recently’?”

“We are at war”, Celestia replied. “A race of beings known as Changelings are attempting to take over Equestria.”

Drift stared at the two Equestrians when he heard that. Most of the planets that the Autobots had been to had mostly been peaceful races, with the exception of Earth. Hearing that this planet, this country rather, was in the middle of what he could assume was a full-scale war made him feel ill.

“War…” Drift repeated. “Just… like… us."

Celestia and Sunset exchanged curious glances. “Are… you at war, too?” Sunset asked.

Drift found the strength to reach up his hands to his chest and motioned for the two equines to hop on. They did so and Drift slowly rolled onto his side and set them down before attempting to stand.

“To answer your question… Sunset is it?”

Sunset nodded.

“Good. Yes, I am involved in a war. One that has lasted for what seems like millions of years.”

The two equine’s ears perked up.

“Millions of years?”

"Indeed”, Drift said, managing to stabilize himself on one knee and looking down at the two natives. “I come from a world known as Cybertron, a planet inhabited by robotic life forms capable of changing shape. For the longest time, we lived in peace and happiness, until the Decepticons rose up and took over the planet, ruling with an iron fist. Those of us loyal to Cybertron’s last peaceful ruler, Sentinel Prime, rallied under him to liberate Cybertron. We call ourselves ‘Autobots’.”

“Autobots…” Sunset repeated to herself. “That name reminds me of those cars in the human world.”

“Unfortunately, Sentinel eventually fell in battle”, Drift continued. “His second-in-command, Optimus, succeeded him as our leader and became the last of the Primes.”

“The Primes?” Celestia asked.

“They were the first Cybertronians in existence”, Drift explained. “Their goal was to be guardians of Primus, the creator of our once-proud race. And they were. Until one of those primes, Megatronus, betrayed them and was cast out. After that, they disappeared, the only trace of their existence being a legendary artifact called the Matrix of Leadership.”

Sunset’s excitement was growing by the second. She was right about one thing: Twilight would have a field day learning about this mysterious race if she were here.

“The Matrix carried a small fraction of Primus’ power. Whoever wielded it would be granted a new sense of wisdom and as the name implies, the right to lead the Autobots and be called a Prime.”

“And this ‘Optimus’ is the one currently possessing it?” Celestia asked. “What is he like?”

Drift sighed. “Optimus Prime… is one of the most compassionate warriors I have ever met. The dedication he has to his warriors is so strong… he is the one who convinced me to join the Autobots in the first place.”

“Really?” Sunset asked.

“Yes. Optimus made me realize that the Decepticons should not be allowed to trample over the lives of others. When I joined the Autobots, I became one of his tacticians as a way of saying thanks.”

Drift then tried to stand up fully, only to be met with a pain in his left side. Clutching it, he yelled and fell over, startling Celestia and Sunset and causing them to back away.

“Drift!”

The two of them turned around towards the top of the crater and what they saw made them freeze. A large, red-colored robot with horns on its head slid down the slope and ran over to Drift, not noticing the two equines standing near him. He looked over Drift’s body and slowly helped him onto his knees. From what Celestia could guess, it seemed to be the same size as Drift.

“Drift, are you okay?” the red robot asked.

Drift nodded. “I am fine, Cliffjumper. And happy to see that you are still online. Where are the others?”

“I’ve got Sideswipe, Bulkhead, and Wheeljack with me back at the top. Not sure about the others, though. I can’t even get a clear read on the Ark’s signal”, Cliffjumper said.

“If the Ark is indeed on this planet, then there is a chance the others are still online”, Drift said. “We must find them soon.”

“Um, excuse me?”

Sunset’s question gained the two robots attention. For a moment, Cliffjumper gave Sunset a confused look before turning back to Drift.

“Uh, did that horse just…”

“Yes, Cliffjumper,” Drift replied. “It is a long story. They are the ones who woke me up after I crashed.”

Cliffjumper turned back towards the two equines at his feet. He looked closely at them and widened his eyes at the horns on their heads and the wings that Celestia had.

“Well then,” Cliffjumper said. “Optimus is probably gonna kill us for this, but I think the rest of us have time for a long story.”

“Happy to oblige, sir”, Sunset said.

“Name’s Cliffjumper, kid”, the red robot said.

“I’m Sunset Shimmer and this is Princess Celestia”, Sunset said

“Nice to meet you, Sunset”, Cliffjumper tipped his head. “Looks like we’ve got a lot to talk about.”

Author's Note

I apologize for being late with this one. School is starting up again and I just got back from a long day of band camp. I will try to keep publishing chapters as I adjust to the new year. Thank you readers for your understanding and patience.

On another note, after eight friggin' chapters, I'm finally getting the ponies and robots all together. About time, wouldn't you say? I'm going to try and get them all together over the course of the next two chapters.

Next time: Cloudsdale and the Crystal Empire are attacked and it's Rainbow, Spike, Pinkie, and Rarity leading the defense. Will the Changelings conquer both areas? Or will an unexpected ally turn the tide? Also, the reawakening of Team Prime!

Chapter 10

Princess Cadance looked out towards the entrance of her beloved empire from her castle balcony. The sun was starting to set and the war had been only going on for nearly a day now. Shining Armor ordered as many of the Royal Guards as they could to patrol the borders of the empire for any sign of even the slightest of Changelings. Pinkie Pie was down by the Crystal Heart, guarding it with a few others. Taking another look out towards the border of the empire, Cadance sighed and began to walk back inside.

“Oh!”

Cadance suddenly gasped as she felt something kick inside of her. She began breathing in and out rapidly as Rarity and Spike arrived.

“Princess Cadance!” Rarity cried, rushing over to her. “Are you alright?”

Cadance managed to get herself to breath deeper and slower as Rarity put a hoof on her front left leg and did her best to smile at her. “Don’t worry”, she said. “The baby just kicked is all.”

Spike sighed in relief. “You had us spooked for a second, there.”

“It’s alright, really”, Cadance said. “Has Pinkie reported anything?”

Spike shook his head. “She hasn’t seen anything that looks suspicious. Her Pinkie Sense hasn’t gone off, either.”

“And what about Shining Armor?”

“Nothing on his end”, Rarity said. “He and some of the other guards have been patrolling all day. Literally nothing!”

Cadance looked out towards the border of the empire again and sighed. Spike placed a comforting hand on her other leg, but he and Rarity yelped in surprise as Cadance suddenly wrapped her hooves around them and held them close.

“Uhh…” was all Spike could get out.

“Thank you…” Cadance said, trying not to cry. “Thank you both. I don’t know what Shining and I would do without you.”

A few tears escaped Cadance’s eyes and Rarity broke out of the embrace to hold her chin and began wiping the tears away.

“There, there, darling,” Rarity spoke softly. “It will be alright, I promise. We’ve been through much worse, after all.”

Cadance smiled. “I know. I just hope this ends before the baby arrives. I don’t want him or her to know what it’s like to see its new home at its worst.”

At that moment, a scream emerged from below the balcony. Spike ran over and peered over to see what was the matter.

“Oh, no!”

“What?” What is it, Spike?” Cadance asked urgently.

“The Changelings…” Spike said before turning back to his friends. “They’ve broken through!”

“WHAT?” Cadance and Rarity shouted in unison.

Suddenly, a Changeling rose up over the balcony behind Spike, its horn glowing with a green aura. Thinking quickly, Rarity fired a turquoise beam of magic from her horn that sent it flying.

“We need to get her to the safe room!” Rarity shouted. “Spike, take the lead.”

“What about you?” Spike asked.

Suddenly, four more Changelings arose from where the other had come from, satisfied grins on their faces. Immediately, Rarity jumped in front of Spike and charged a magic blast with her horn.

“I’ll be right behind you! Now go!”

Spike immediately did as he was told, helping Cadance inside as the Changelings pounced on Rarity. He forced himself not to look back at the mare he loved as he began leading Cadance inside the castle.

Rarity wrestled her way out of the Changelings’ grasp and managed to stand up in a defensive stance.

“I guess it really is on now. I just hope the others are having an easier time than the rest of us,” Rarity thought to herself before lunging at her attackers.

“Everyone evacuate! We are under attack! This is not a drill!”

Rainbow heard the remaining Wonderbolts issue these orders to the citizens of Cloudsdale as she fought off the Changelings surrounding her. They were coming at her from all sides, but Rainbow kept fighting, living her favorite dream by beating up every single one of them. But much to her irritation, they wouldn’t stay down. No matter how many hits Rainbow would land on them, the Changelings would keep coming back for more.

She was really not having a good day. Earlier in the day, she was out on patrol when she took a glance at the ground below. She saw two large beings emerging from a cave and, to her amazement, one of them shape-shifted into something that looked like a really large wagon. Using her keen eyesight, she also noticed the creatures didn’t seem organic, but rather, they seemed to be made of metal. Then, they vanished before she could fully comprehend what she had seen.

She had wanted to tell the others about what she had seen, but she didn’t think anyone would believe her. As far as anyone knew, there were no such thing as creatures made of metal, so she figured they’d find her crazy. Rainbow didn’t have much time to think about it all as she was too distracted introducing Changelings to her bare hooves. How she had come to this situation was more fresh in her mind.

She, Soarin, and Spitfire had gone to look for Fleetfoot and her squad, which had gone missing. Instead, Spitfire led them both into a room where said Wonderbolts were contained in Changeling cocoons. Two Changelings emerged from the shadows and Spitfire herself turned into one. Soarin had decided to hold them off to let Rainbow warn the others. She succeeded, but the other Changelings caught up with her as they others went to evacuate the citizens. One Wonderbolt had volunteered to help Rainbow, but was already knocked out.

As Rainbow worried for Soarin’s safety, two other Changelings tried to charge her from different directions, but Rainbow jumped into the air, doing a somersault as she did so, letting the Changelings crash into each other. Landing in a stylish pose, Rainbow then surprised another Changeling by ramming him into a wall with her body.

Rainbow turned to another Changeling and continued to fight, although she quickly realized her strength was wearing down. How long had this been going on? She felt as if she had been at it for hours, even though it couldn’t possibily be nowhere near that long. It didn’t matter; she couldn’t keep this up forever, as awesome as she was. As much as she hated to admit it, Rainbow knew she needed to get out of there.

Mustering up whatever strength she had left, Rainbow launched herself into the air and began to fly away from the Changelings, who quickly followed in pursuit. As she began to fly in evasive maneuvers, trying desperately to shake them, Rainbow began to think.

“Why did they target Cloudsdale?” Rainbow asked herself. “What do we have that they could want - ?”

An idea suddenly formed. A while back, Rainbow learned that her pet tortoise Tank needed to hibernate during the winter, so she decided to try and stop winter from coming by sabotaging Cloudsdale’s weather system. Needless to say, it backfired and winter ended up arriving early in Ponyville.

“What if the weather system is what they want? What do they want to do with it?”

Rainbow quickly changed the direction she was flying in and headed straight for the weather factory, hoping there was still time. She heard buzzing noises as a group of Changelings appeared behind her, trying to gain on her. Rainbow managed to force herself to go faster, not fast enough to perform a Sonic Rainboom, but fast enough to outpace them as she zig-zagged around buildings to reach the factory. She then forced herself not to look back; those Changelings didn’t matter. Her home did.

And that’s when large puffs of smoke and streaks of lighting emerged from her intended destination. Changelings and pegasi alike fled from the area, as Rainbow continued towards it. A large blast of snow was shot outwards towards the directions of Baltimare and Fillydelphia, the latter of which where Discord was currently patrolling for the presence of Changelings. As the factory bucked and shook, a Changeling was propelled from the building by whatever chaos it had caused inside and crashed right into the fastest pegasus there ever was, sending her backwards and crashing into the ground before she could have a chance to dodge.

The last thing Rainbow saw before she blacked out was the image of four Changelings looming over her. She only hoped the rest of her friends could succeed where she had ultimately failed.

Shining Armor was running back towards the Crystal Castle as fast as he could. The Changelings had gotten through the empire’s defenses and the sight of several of them flying towards it indicated that they were going for the Crystal Heart. The ultimate source of hope and, most importantly, love for Equestria, losing the heart would mean the end of everything. Chrysalis would be unstoppable for sure with the amount of love magic inside of it.

“Chrysalis must have ordered it to be brought to her. Well, not today, Changelings,” Shining thought to himself. “The day I let the empire fall to the likes of you is the day I – “

“SCREEEEEEEEAAAAAAHH!!!”

Shining heard an ear-piercing screech as a Changeling suddenly landed right in front of him, the full force of the ambush causing the Crystal Prince to jump back in shock. The Changeling charged at him, but Shining put up a protective spell around himself that sent the vermin onto his back. Shining attempted to move around him, but then another Changeling appeared in front of him. Then another to his right. And another to his flank, followed by another, and another, and another…

Amidst the small group of Changelings surrounding him, Shining looked over towards the direction of the castle. He thought of Rarity, Spike, Pinkie Pie, and all the other guards fighting to protect the Crystal Heart. Most of all, he thought of Cadance and the unborn child they couldn’t wait to raise. This wasn’t how things would end, he vowed. Not by a long shot.

As Shining powered up an offensive shield spell, he suddenly heard a loud whooshing sound and he and the others around him looked up to see something very large flying towards them. With the Changeling’s attention turned towards the object, Shining took the opportunity to unleash his spell, knocking all the Changelings away from him with a violet expanding shield. A moment later, several guards, their armor chipped and cracked in some places, appeared beside their captain and tied ropes around the unconscious Changeling’s hooves. A trio of royal guards approached him, one of them distracted by the giant object hovering over them.

“I’m glad to see that you’re okay,” Shining addressed his soldiers as they saluted him. “Now, if I may ask…”

He looked up towards the large object. Shining was now able to get a better look at it without the distraction of Changelings. It looked like a box it had wings coming out of its side, something shaped like a thin and long triangle stuck out at the front, and he could see fire coming out from behind it.

“What in Celestia’s name is that!?” one of the guards asked.

“You took the words right out of my mouth,” Shining said. Before Shining could get another word out, something unexpected happened.

“Greetings, carbon-based life-forms,” the object spoke with an ambiguous accent. “Do not be afraid. I am here to help.”

The ponies’ jaws dropped and their eyes widened. Little did they realize things were about to get a lot crazier than they already were.

One moment, Bumblebee and his fellow Autobots were inside the Ark, holding on for dear life as the ship made planetfall. The next, he was in total darkness. Suddenly, something was pulling him back to reality. It looked like a small ball of light that was growing bigger and brighter by the second. He heard someone saying something. Whoever he was, he sounded calm, welcoming, and reassuring.

“That’s it, Bumblebee. Just follow the light. Everything’s alright.”

“Wait, what?!” What did he just hear?

“NO!” Bumblebee abruptly sat up, breathing rapidly. What happened? Was he dead? Did the crash do him in? Was he in the Well of All Sparks?

“Easy, Bumblebee, easy”, the voice said as Bumblebee felt a hand on his shoulder. Bumblebee turned and, to his relief, there was Ratchet, the Autobot’s chief medic.

“Everyone’s alright”, Ratchet reassured him. “We survived the crash, but it knocked most of us out. Now, I need you to lie down so I can get a better look at you.”

There were several operating tables along most of the walls in the room. A few other Autobots were lying there, still unconscious and looking mostly intact in spite of what they just went through. There was a large table with tools on it next to Ratchet and there was a cabinet of chemicals with markings Bumblebee took a quick look around. on them in one corner of the room. In another corner, three large cylander-shaped tanks containing a light-red liquid; one of them seemed to have a badly burned and visibly cracked form in it.

It quickly dawned on him where he was: the ship’s medical bay. Breathing a sigh of relief, Bumblebee laid back down on the operating table Ratchet had gotten him onto. As Ratchet used a device to scan his body for any and all injuries, Bumblebee turned towards his friend. “Ratchet… what about the others? How did we get here?”

Ratchet sighed. “Ironhide, Arcee, Smokescreen, and Prowl are alright, but they’re still unconscious. I’m going to try and wake them up once I’m done with you. Strongarm was near the engine room of the Ark when that explosion happened. She… she’s burned up pretty badly. I had to put her into a healing tank. As for Optimus, Ultra Magnus, Drift, Jazz, and the Wreckers… well, we’ve found no trace of them. There’s no telling where they are.”

Ratchet completed his scan and motioned for Bumblebee to sit up. He did so and Ratchet slowly helped him up onto his feet.

“As for you, you don’t seem to have suffered any serious injuries, just some light impact trauma from the crash. That’s probably the case with the others, but I’d take it easy for the moment. Give yourself a few minutes while I help the others get back on their stabilizing servos. After that, head for the deck and see if you can help Fixit get the systems back online.”

“Fixit?” Bumblebee asked. “Who’s Fixit?”

“That would be me, sir”, a new voice spoke up. It was male, but a bit high-pitched.

Bumblebee looked around the room for the voice before Ratchet motioned for him to look down. When he did, he saw an orange Mini-Con with a set of two wheels replacing his lower torso, a trio of pincers instead of normal servos, and a pair of innocent-looking blue eyes with a smile on his face.

“Um…” Bumblebee didn’t know what to think.

“I know what you’re thinking, but in spite of my size, I am Fixit, chief mechanic and former head security officer of the prison ship Alchemor, ready to protect and curve – “

Fixit’s head suddenly twitched to the right with a small sparking sound.

“Swerve –“

He twitched again before hitting his chest.

“Serve!”

Bumblebee looked puzzled. “Umm, pardon me for asking, but what’s with the impediment?”

“Fixit’s from a much older generation of Mini-Cons”, Ratchet explained. “If you’ll forgive me for saying so, his age is showing.”

Fixit didn’t seem offended, but he crossed his arms and a proud expression crossed his face. “I prefer myself ‘seasoned’, thank you very much. Anyways, I came here because I wanted to inform you that I managed to get the ships scanners back up and running. If Optimus Prime and the others are out there, we’ll know it.”

Ratchet nodded in Fixit’s direction. “Good. See if you can scan for any Decepticon signatures, as well. They’re somewhere on this planet and we’re going to find them, too.” He then turned back towards Bumblebee. “If you’re up to it, Bumblebee, why don’t you go help him? I can take things from here.”

Bumblebee nodded and walked out of the room towards the deck of the Ark with Fixit. As they walked, Bumblebee noticed the signs of damage the ship took during the Decepticons’ assault. Glass from the lights was shattered, with tiny pieces all over the floor. Walls were cracked, wires strewn everywhere, and Energon dropped from Autobots and Decepticons alike were splattered on the floor and walls. But the Decepticons, who had followed Team Prime back into the Ark after the engines were blown up, were nowhere to be found.

“I still can’t believe this is happening”, Bumblebee muttered grimly.

“If it makes you feel any better, neither can I”, Fixit replied. “I haven’t seen anything this bad since the breakout onboard the Alchemor.”

“I saw the report on that incident,” Bumblebee remembered. “A Decepticon had allowed himself to be captured and broke everyone out of the ship. A lot of good ‘Bots died trying to fight back.”

“And I was the only diver – “ ZZTT!! "MacGyver – “ ZZTT!! “Survivor!” Fixit managed to get out as he hit his chest again.

An awkward silence fell over the two as they stopped in place for a second.

“This is gonna take some getting used to”, Bumblebee thought as Fixit cleared his throat.

“Excuse me.” The two of them continued down the hallway. “After that, I was transferred to being a mechanic onboard the Ark. I don’t know about you, but I was psyched!” Fixit continued. “I’ve worked under some great Autobots in my time, but getting to work under Optimus Prime himself? That’s a dream come true!”

“You don’t even know the half of it”, Bumblebee said. “But I don’t get it. When the Ark crashed, I thought everyone on board was knocked into stasis. What about you? I didn’t see you all that much after we left Cybertron.”

Fixit looked down. “Well, if you must know, when the Decepticons attacked, I hid. After what happened onboard the Alchemor, I didn’t think there was much for a simple Mini-Con to do against a whole army of normal-sized Cybertronians. I was hiding under the main console in the deck of the ship when Optimus and Megatron came crashing through the window. I saw both of them, Elite Guard Commander Ultra Magnus, and First Lieutenant Jazz being sucked out along with two other Decepticons I recognized from the Mayhem Attack Squad. When the ship crashed, I remember being knocked out for a brief moment.

“But, when I woke up again, I immediately went to check the rest of the ship for survivors. Being a mechanic, I thought I could do something to help Chief Medical Officer Ratchet repair the others. But instead, I came across several Decepticons, Megatron’s top lieutenants if memory serves, going through a Ground Bridge to an unknown location. They know where Megatron is.”

“And if we don’t find them, any indigenous being living on this planet is in danger”, Bumblebee finished. It was at that moment that they made it to the main deck of the ship. Much like the rest of the ship, the whole place was torn apart, the most significant feature being the smashed window. Neither Autobot could see outside of it, however, as the front of the ship seemed to be buried into the side of a rock face with what appeared to be diamonds. Fixit wheeled himself over to the main control panel and began to fiddle around with it.

Bumblebee walked up next to him. “So, tell me again how are we able to track anyone without the main monitor in working order?

“Well, we do have a hologram projector that shows the map of the planet we’re on in the middle of the room”, Fixit explained. “Once I make a few adjustments to Teletraan-1’s scanners, we can track the Decepticons along with our fellow Autobots. Just give me a few moments, and…”

Fixit typed in several different codes into the main computer before a red light flashed onto the screen.

“Argh... Bumblebee? I need you to look under the main control panel. Some wires are loose!”

Bumblebee got down onto his back and crawled under the main control panel. A couple of wires were hanging loose.

“Alright, what do you need me to do?” Bumblebee asked.

Fixit peeked down under the panel. “Connect that red wires to the green wire, the blue wire to the black wire, and the white wire to the yellow wire.”

Slowly, Bumblebee did as he was told. He carefully connected each color wire to their appropriate partner and then glanced around before finding a small panel and closing it over them.

“Okay, try it now!” Bumblebee said.

Fixit typed in the codes again. This time, the small screen on the main panel flashed green.

Fixit smiled. “Okay, we’re good to throw – “ ZZTT! “- slow – “ ZZTT! BANG! “ – go!”

He typed one last code into the keyboard and a map of the planet flared to life. As Bumblebee crawled out from under the panel, he watched the hologram as Fixit made it focus on the continent that they had crash-landed on. Then, several Autobot signals popped up on the radar. Optimus and Jazz seemed to be heading towards their location from a mountain range northeast of their location, but they were several megamiles away. On top of that, Jazz’s signal appeared very faint. Whatever condition he was in, Bumblebee felt that Ratchet would have his work cut out for him.

Ultra Magnus seemed to be more closer to their location, at least. He was several megamiles southeast away from the Ark, but was heading northeast towards an unidentified populated area. The Wreckers looked to be at the very center of the map and Optimus and Jazz looked like they were nearing their location. But still nothing on Jetfire, the Autobot’s Chief of Science after Perceptor stayed behind on Cybertron with Rodimus…

“Okay, we know where the others are”, Bumblebee said. “What have we got for the Decepticons?”

“Let’s see here…” Fixit typed in another code and several Decepticon signals appeared on the map. Immediately, Bumblebee became concerned. There was at least one signal on a northwest section of the continent and the sensors also indicated that whoever it was, they were with what was left of the Nemesis. But what Bumblebee was most concerned about was in a southeast corner of the map.

Fifteen Decepticon signals were near a large body of water and were heading in the direction of Ultra Magnus.

“Oh no…” Bumblebee exchanged worried glances with Fixit. “We need to tell Ratchet and the others. Now.”

Most of the guards were down. Rarity and Spike were somewhere in the castle, no doubt helping Princess Cadance get to safety. All around her, Pinkie could only see Changelings. She was backed up against the Crystal Dais, where the Crystal Heart stood. Her party cannon was all out of confetti. But unfortunately for the Changelings, they didn’t exactly remember what happened during Sombra’s return a month or so ago. The fact made the pink party pony smile.

One Changeling chuckled. “What’s so funny?”

“Oh, nothing,” Pinkie replied casually. But I think I know what you’re thinking. I’m out of ammo in my party cannon. There’s no way I could possibly have anything else to throw your way, could I?”

The Changelings looked at each other for a moment and then laughed. “Is this some kind of joke?” the lead Changeling asked.

“Not really”, a new voice said.

As the lead Changeling turned towards the source of the voice, a bright light filled his vision and he and the others cried out in pain. Pinkie pulled the string of her party cannon and a liquid pink substance came out, covering them in the stuff. From behind the Changelings, Rarity stepped out and observed the Changelings and scooped a small piece of the liquid off one of them, which seemed to be hardening. She licked it and her eyes lit up.

“Strawberry?” she asked.

“It’s something new I’ve been working on,” Pinkie said. “You never know when a party needs some hardening strawberry sauce for your goodies! By the way, nice job with that flare spell, Rarity!”

Rarity chuckled. Then, much to Pinkie’s surprise, Rarity suddenly gasped and pointed her hoof behind where she was standing. Pinkie turned just in time to see a Changeling making off with the Crystal Heart in a sack.

“Stop right there, criminal scum!” Pinkie shouted. She and Rarity zoomed towards the Changeling as fast as they could The strawberry sauce was a one pump chump; Pinkie decided to only use it if she was cornered and the only risk was that any of the sauce that remained in the cannon would jam it. But she would not need it for this one.

Rarity then began to race ahead of Pinkie, hoping to get close enough to the Changeling to perform another flare spell. But suddenly, Pinkie began to twitch and spaz all about, her ears flopping and eyelids constantly going up and down. Both mares stopped in their tracks.

“Pinkie, what’s wrong?” Rarity asked. “He’s getting away!”

“I can’t help it!” Pinkie cried. “There’s a big doozie coming this way! And I don’t mean like Manehattan big or Canterlot big. I’m talking REALLY big!”

“Ha!” the Changeling shouted at them as he ran. “What’s wrong? Can’t handle losing your little –“

CRUNCH!!!

Something as large as an Ursa Major, maybe even larger, landed right behind the Changeling with a loud and deafening sound, who was thrown back by the force of the landing. He, along with Pinkie and Rarity, stared up at the giant being standing before them. It was metallic, stood on two legs, colored white with some signs of red and blue on the chest, and seemed to be… metallic. Rarity was immediately reminded of the description Twilight gave her about humans in the world Sunset Shimmer went to. The Changeling scooped up the Crystal Heart in the sack around his neck and held it to his chest.

The giant bent down to one knee and stared at the Changeling dead in the eye. His head didn’t seem to have a face; there was only some kind of visor in front of his eyes and he had what looked like a guard covering his mouth.

“You have something that belongs to these people. Return it immediately. This is your only warning.”

The creature’s booming voice seemed to have an accent Rarity had once heard off of Octavia Melody back in Ponyville. The shaking Changeling frantically shook his head.

“N-no way!” he stammered. “Th-this a-a-artif-f-fact g-g-goes to Chrysalis, r-r-ruler of the Ch-changeling hive!”

The giant stared at him again. Then, he placed his fists down in front of him. The Changeling curled back in fear that he was about to get flicked. Instead, the giant unfurled his fingers and unveiled what was in it. Shining Armor, Prince of the Crystal Empire, as well as some of the guards that had been at the borders when the Changelings snuck through. The Changeling yelled in fear and backed up, only to bump into Rarity and Pinkie, who were now standing over him.

“And now?” Rarity asked.

Unable to go anywhere and cut off from his forces, the Changeling took the heart out of the sack and threw it at Shining’s hooves. Shining picked it up and motioned for two of the guards to restrain the Changeling with their unicorn magic. He then walked over to him as the Changeling was being hoisted to his hooves.

“You and the rest of your kind will pay for all of this,” Shining coldly spat.

The Changeling just drooped his head as Rarity and Pinkie approached Shining.

“You look like you could use a makeover,” Rarity said, looking over a tired-looking Shining.

“Maybe another time, Rarity,” Shining said with a chuckle. “Right now, we’ve got to get into contact with Princess Celestia. We’ve got someone here who just helped drive off the other Changelings and wants to keep helping us.”

The giant placed a hand over his chest. “Ready to serve in any way I can, miladies.”

Rarity felt like she was about to faint. That’s when Pinkie extended a hoof towards him.

“Well, hi then! I’m Pinkie Pie and this is Rarity! And you are?” she asked excitedly.

The giant extended one of his fingers to touch Pinkie’s hoof. Then, the visor and the mouth guard peeled back, revealing a pair of large, blue eyes and what looked like a mouth.

“Hello, Pinkie Pie, Rarity,” the giant said with a smile. “A pleasure to meet your acquaintance. You can call me Jetfire.”

END ACT I

Author's Note

Well, this one took a lot out of me. Anyways, sorry for this one being late. College started up again last week and I was preoccupied with classes.

I'm going to take this opportunity to announce that I'm going to put this fic on hiatus at least until November as I need to focus on my schoolwork and my upcoming MLP reviews on YouTube. To anyone who has been reading this story, thank you for your patience and understanding. Once I come back, I'm going to be going on a more bi-weekly basis to give me more time to think of new ways for this story to go forward. I don't know how many chapters it will last for, but I hope I give you guys something to enjoy! And as always, constructive criticism is appreciated!

Coming up in Act II: a surprise Changeling attack in Ponyville leads to Twilight Sparkle, Fluttershy, the CMC, Flash Sentry, and Zecora coming across the members of Team Prime, as the Decepticons regroup and encounter the Changelings and a brainwashed Ultra Magnus. Meanwhile, Celestia and Sunset introduce the Wreckers to Luna and the Royal Guard. How will they react to these awesome alien life forms? And with Applejack and Rainbow Dash captured, can our heroes find a way to rescue them?

Chapter 11

Steeljaw, leader of the Decepticon Mayhem Squad, drove across the grassy terrain beneath him, with several Decepticons next to him. Along with Shockwave, Knock Out, and Breakdown, Steeljaw had fallen to this new world, when the Nemesis was destroyed and the Ark fell into Earth's orbit after its engines were sabotaged. Once they woke up, they were retrieved by Dreadwing, Skywarp, and Soundwave, who were on the Ark when it crashed. Knock Out revived and repaired the five Decepticons his allies had brought with them - Skyquake, Rumble, Airachnid, Lockdown, and Fracture - and immediately began scanning for any signs of their three missing comrades: Thunderhoof, Barricade, and the Decepticon leader, Megatron.

Instead of any of their allies, however, the Decepticons found something else: an Autobot energy signature close nearby. Whoever this Autobot was, Dreadwing decided, the Decepticons couldn't allow them to reunite with their allies. Having Soundwave continue to scan for any sign of Megatron, Dreadwing led his brethren towards the lone Autobot. Soon, they would have one less threat to worry about.

While Knock Out finished repairs on Skywarp, Dreadwing had Soundwave send his surveillance drone, Laserbeak, to scout out the area and report back on who the Autobot was. That was five minutes ago. Laserbeak was fast enough that he could've flown to whoever the Autobot was and come back in half that time. All without being seen. Something was wrong.

At this point, the other Decepticons were getting restless. There was another Autobot out there and they wanted his head on a silver platter.

"Scrap this." Fracture transformed into his Cybertronian hover bike mode. "I'm not waiting around for the prey to come to us." He then took off into the forest towards the signal. Before Dreadwing could say anything, Lockdown transformed into his car mode and followed after him. Rumble and Breakdown followed suit.

"Fracture, all of you, get back here!" Dreadwing shouted. "Steeljaw! Control your team!"

Steeljaw simply nodded, transformed, and drove after his allies. It didn't take long for him to catch up to them.

"What's the matter, boss? Were we not waiting around enough?" Fracture sarcastically asked.

"You fools clearly don't know what you're getting yourselves into", Steeljaw said. "We don't even know who that Autobot signal belongs to. For all we know, it could be Optimus Prime that we just found!"

"So, what?" Rumble piped up. "I ain't scared of that walking scrap pile. I say we pulverize him and serve his head on a platter for Megatron!" This earned Rumble a cheer of approval from everyone around him but Steeljaw.

"Don't be stupid, Rumble. Optimus Prime is not someone you want to mess with. Back on Cybertron, many Decepticons ended up in the scrap pile because they underestimated his strength", Steeljaw explained. "Remember what happened to Demolishor during that prison break in Kaon City?"

Breakdown shuddered. "Don't remind me. Optimus made him into iron filings. It took Knock Out solar cycles to piece him back together again."

"We're approaching the target!" Lockdown announced. "Optimus Prime or not, it's now or never."

Steeljaw sighed. "Fine, but I'm calling others. Someone has to pull our tailpipes out of the water if it turns out we're in over our-"

"Look out!"

Steeljaw was cut off as a small, metallic object came hurtling towards them. Steeljaw, Lockdown, and Breakdown transformed and jump to the side as Fracture screeched to a halt and ducked as the object flew over him and crashed into the ground behind him. Rumble transformed and executed a backflip, sailing over the object and landing on his feet in a squatting position.

"What the spark was that?!" Rumble turned around and went over to the object to get a closer look. Once he got close enough, he took a step back in horror. "Holy scrap..."

Breakdown walked up next to him. "What? What is it- Oh..."

The other Decepticons got close enough to see what freaked Rumble out. Lying on the ground before them was the mangled form of Laserbeak. The condor-like Decepticon's tail was burning, his wings were twisted up, and the light in his eyes were faint. Steeljaw went over and picked him up as gently as he could, inspecting the damage done to him.

"Soundwave is not gonna like this", Rumble muttered.

"How bad is it, Steeljaw?" Fracture asked.

Steeljaw sighed. "He's still alive, but only just. Looks like the Autobot did a good number on him." Steeljaw then took another look at Laserbeak's torso. There were several dents, armor breaks, and scratches, but they didn't look like anything caused by a regular blaster. These injuries seemed more concussive and had been inflicted on Laserbeak multiple times.

"Laserbeak's one of our smaller and more weaker soldiers. Something's definitely burnt into him, but whatever it was, it doesn't look like it was from a typical Autobot weapon", Steeljaw explained. "If it was an Autobot, all it would've taken was one shot to bring him down."

Lockdown seemed surprised. "So, what? You think something else did this to him? If it wasn't that Autobot, what was it?"

"I believe that was our doing."

The voice that spoke was feminine. The Decepticons, puzzled, looked around, but saw nothing but trees, rocks, and logs.

"Uh, is it just me, or is this forest talking to us?" Rumble asked.

The female voice giggled. "Oh, no. We're all right here!"

Suddenly, in several flashes of green fire, the rocks and logs changed. In an instant, a swarm of small, black, organic beings appeared in their place. They hovered into the air, grinning slyly. From what Steeljaw could observe, these creatures all seemed to look alike... except for one. It was tall, had a large, jagged-looking horn protruding from its forehead, a set of bright green armor on its legs, face, and torso.

"Oh, great. We went from one planet infested by insects to another", Fracture grumbled. "We've got a lot of rotten luck, huh, guys?"

The taller organic seemed insulted. "Insects!? We are the Changelings, the fiercest and most cunning beings in all of Equestria!"

Breakdown scoffed. "Please. We're bigger and stronger than any of you. What could you possibly do to us?"

Chrysalis smirked. "Why don't you ask your little friend? Laserbeak, was it? We were preparing for our attack on Baltimare when one of my drones noticed him flying overhead. Our friend Ultra Magnus told us he was an old enemy of his, so I decided to let my drones have a little fun with him. Oh, the bird bravely tried to fight them off, but it looks like they were just too much for him. You all don't fall as easily as he did, now do you?"

Lockdown cocked his head. "Wait a nanoclick. Did you say 'Ultra Magnus' spotted Laserbeak?"

Chrysalis looked like she'd forgotten something. "Oh, didn't I say?" She cleared throat before calling out, "Oh, Magnus!"

From out of the trees to their right, the Decepticons were shocked to see Ultra Magnus emerge in robot mode, no expression whatsoever on his face. His eyes were a sickly green, rather than the light blue normally associated with the Autobots. Lockdown turned back towards Chrysalis. "What in blazes did you do to him?"

"It's simple really", Chrysalis explained. "He told me all about this little war you've got going on, and I decided to give him a little help in exchange for his servitude. With his help, I will conquer Equestria and crush all who dare oppose me!"

Fracture responded to this bold claim by extending two blades from his wrists. "Oh, yeah?" he asked, putting his fists and blades up. "I'd like to see him try! I'm not scared of no good-for-nothing Autobot!"

"Uh, Fracture?" Rumble piped up. "I'm starting to think just 'cause it's not Optimus doesn't mean we can take him. Magnus has his own kill count, too, y'know? Nobody except Megatron or Shockwave would be willing to go servo to servo with him!"

"Then today, I become the exception to the norm", Fracture replied. "Hey, bug queen! How about after I'm done with your new pet, I come over there and make you into a new wall decoration?"

Chrysalis rolled her eyes. This robot's tough guy act wasn't doing him any favors. "Magnus, do me a favor and take out the trash?" Chrysalis called over to her Autobot slave. "It's becoming a bother."

"As you wish, my queen", Magnus droned. The lack of emotion in his voice cause Steeljaw, Breakdown, and Rumble to step back in fear. Lockdown stepped into a combat stance, showing off his hook arm activating a chainsaw from his left arm.

"Oh, I've been waiting for this." A confident smile flashed across Fracture's face. "After this, there's gonna be one less Elite Guardsman to worry about."

Lockdown moved next to his fellow Decepticon. "We'd better take this guy together", he whispered. "Flank his right side, while I-"

With a wild battle cry, Fracture charged towards Magnus head-on before Lockdown could finish his sentence. "Scrap", Lockdown immediately thought. "He'll be lucky if he doesn't get himself killed."

Ultra Magnus wasn't even fazed by Fracture's sudden charge towards him. Instead, as Fracture lunged at him, Magnus quickly took the hammer he stored on his back and swiftly swung it. The weapon connected with Fracture's torso, sending him flying several feet before he crashed into the ground. Fracture tried to rise, but quickly lost consciousness, his entire body crackling with electricity. Knowing that Magnus would most likely attack them next, Steeljaw turned to Breakdown and Rumble.

"We need to get Laserbeak and Fracture out of here. Breakdown, you're with me", Steeljaw quickly ordered. "Rumble, shake things up a bit!"

As Steeljaw and Breakdown ran towards their fellow Decepticons, Steeljaw still holding onto Laserbeak, Lockdown just barely avoided a strike from Magnus' hammer that struck the ground hard, sending a large tremor through it. The shockwave of the strike knocked all four Decepticons off of their feet, and Lockdown found himself landing a small distance away from Fracture. Quickly getting back up, Rumble's arms became a set of pile drivers as he activated his battle mask.

"Get ready to crumble... before RUMBLE!"

Rumble's pile drivers struck the ground fast and hard. All around the Decepticons and Changelings, the ground shook, some trees nearby toppled over, and Ultra Magnus fell to his hands as Lockdown fell onto his rear. But Rumble didn't stop there. As he continued pounding, the ground beneath Magnus opened up and he found himself holding on to dear life to prevent falling into the newly created fissure.

Hovering in the air, Chrysalis scowled. "Changelings, attack!" she cried. "Defend Ultra Magnus!"

The drones did as they were told, immediately swarming around Rumble's face, breaking his concentration and stopping his pile driving. Rumble began flailing his arms around, trying his hardest to get the Changelings away from him. Then, groups of Changelings started to ram into his head from all sides with their bodies, knocking Rumble all around. One group of changelings hit him in the back of the head so hard that he found himself falling flat onto his face, at which point the swarm of changelings around the Decepticon dispersed.

Rumble got onto his hands and knees, rubbing the back of his head as he groaned in pain. Who knew organics that small could hit so hard? Suddenly, he felt something worse: Ultra Magnus' hands wrapping themselves tightly around his wrists and hoisting him upwards. Rumble looked into the normally stoic Autobot commander's face, and was horrified to see something he had not seen before: primal fury.

"You will not interfere with my queen's work, Decepticon", Magnus droned.

"N-No way", Rumble stammered. "Y-You ain't gonna kill me. You hero types don't have the ball bearings for it!"

Magnus said nothing, simply staring back into Rumble's terrified eyes for a moment. Then, suddenly, Magnus pulled Rumble up so high that he was dangling in the air. As he did, Magnus also began pulling Rumble's arms outward, squeezing his wrists harder as he did so. Rumble began to yell in pain. Not only was he helpless in the Autobot's iron grip, but he feel his arms expanding, metal creaking, cracking, and tearing.

A few yards away, Lockdown watched in horror. Realizing what was about to happen, he scrambled back to his feet and bolted towards Magnus and Rumble. But, just before he could reach his ally, Magnus fully extended his arms. Rumble screamed as his arms were torn from their sockets, causing energon to spew out. As Magnus held Rumble's arms in his hands, Rumble fell onto his back, squirming on the ground in pain and still screaming. Chrysalis laughed with sadistic glee.

Lockdown skidded to a stop. Magnus was a force to be reckoned with, for sure, but he was never known for this level of brutality. Slowly, Magnus his head in Lockdown's direction. Lockdown thought he was the next target, but then, he noticed the sound of vehicles driving up and flying down, followed by numerous transformation sounds, all coming from behind him.

Lockdown turned around and saw all of his fellow Decepticons standing around Fracture, Steeljaw, Laserbeak, and Breakdown. All of them were shocked to see what Ultra Magnus had done. Lockdown cautiously backed up to his allies as Chrysalis and her Changelings swarmed around Magnus, with Chrysalis facing the front.

"Oh? You have more friends? I was hoping there were more", Chrysalis said, a sick grin on her face. "Ultra Magnus has told me so much about you Decepticons. Your thirst for destruction and conquest will serve the Changeling Empire very well! Hahahahahahahahahaha!"

Dreadwing scowled and pulled out his cannon. "You presume far too much, insect!" the Seeker captain shouted. "Decepticons, attack!"

The Decepticons immediately pulled their weapons out and opened fire. Several Changelings were blown out of the air instantly in an explosion of green liquids, but Ultra Magnus dropped Rumble's arms, transformed his hands into blasters, and charged towards his foes with a wild roar. Chrysalis followed suit, leading the rest of the Changelings at the Decepticons like a large black cloud.

"Scatter!" Dreadwing cried. As most of the Decepticons ducked out of the way, Dreadwing threw down his cannon and braced himself as Ultra Magnus tackled him to the ground as the Changelings began to swarm the other Decepticons. Magnus then began punching Dreadwing in the face over and over again with both hands until Skyquake, Skywarp, and Breakdown intervened and tore him off of their commander. Magnus fought his way out of their grasp and found himself surrounded by all three Decepticons.

"Ultra Magnus! What has gotten into you?" Skyquake called out.

"I think crash-landing on this planet scrambled his processor!" Skywarp quipped.

"No. The insect queen is controlling him!" Breakdown answered. "Look at his eyes!"

"Worry less about my eyes, Decepticon", Magnus snarled, "and more about your own!"

Raising his left blaster, Magnus fired a single shot that hit Breakdown in his right eye, sending him to the ground while clutching his head in pain. With an angry roar of his own, Skyquake fired his gattling gun, but Magnus jumped out of the way and fired his blasters back at his, knocking Skyquake's weapon out of his hands. Skywarp teleported behind Magnus and kicked him in the back, but Magnus then turned around and fired two missiles from his shoulders back at the Seeker. Before Skywarp could teleport out of the way, the missiles hit him right in the chest, knocking back through several trees and into unconsciousness.

As Magnus rose to his feet, Dreadwing and Skyquake each pulled out a sword and charged at him from two sides. Unfazed, Magnus ducked and allowed the two brothers to clang together. Turning his hands into blasters, Magnus fired at both of their chests, sending them flying away from him.

Steeljaw appeared behind Magnus, jumping onto him and slashing into his back with his claws. Magnus screamed before grabbing onto Steeljaw, tearing him from his back, and pinning him onto the ground. Before Steeljaw could swipe upward with his claws, Magnus put one of his blasters to his chest plate. From a few feet away, Skyquake got up just in time to see Steeljaw on the ground and his chest exploding in a display of fire, metal, circuitry, and energon.

Bare-handed, Skyquake ran at Magnus, narrowly dodging the shots that Magnus started firing at him. As soon as he got close enough, Skyquake started swinging at Magnus' head. In response, Magnus retracted his blaster and swung his own fists back at Skyquake like a mad dog. Soon, both of them were trading blows with one another, with neither combatant able to get a clear hit on the other.

Meanwhile, Dreadwing got up, still clutching his chest from his blaster wound. He looked around the battlefield and saw Breakdown struggling to get up with his right hand over his smoking eye. Steeljaw's body lay on the ground a few feet in front of Dreadwing, his chest still smoking, sparking, and leaking energon. Behind Skyquake and Ultra Magnus, the rest of the Decepticons blasted and swatted at the Changelings, while Airachnid transformed into her helicopter form and engaged Chrysalis in an aerial battle. Rumble now lay motionless and silently next to a fissure of his own creation and in a pool of his own energon, his severed arms lying nearby.

Dreadwing then noticed Skyquake's weapon on the ground near him and Skyquake himself swinging at Magnus. The two Decepticon brothers briefly made eye contact with one another, Dreadwing silently signaling Skyquake to start backing up and lure Magnus away. Slowly, Dreadwing reached down and picked up the gattling gun. Despite his chest injury, Dreadwing worked through the pain and hoisted the weapon up before aiming it at the slash marks Steeljaw had left on Magnus' back. For the Decepticons that Magnus had either wounded or killed, Ultra Magnus and these so-called "Changelings" would pay with their lives.

Just before Dreadwing could pull the trigger, however, Magnus finally landed a hit on Skyquake, grabbing onto his head with his left hand and punching him square in the chest with his right. Magnus punched Skyquake's chest a second time. A third. A fourth. A fifth.

Finally, on the sixth hit, Magnus forced his hand directly through Skyquake's chest, causing him to yell in intense pain. With two pulls, Magnus ripped a blue, pulsating orb from his body, along with some wires. Several feet away, Dreadwing felt a shudder through his body that paralyzed him. Then, Magnus crushed the orb in his hands, and Skyquake dropped to the ground, dead. Dreadwing dropped his brother's weapon and collapsed onto his knees, closing his eyes clutching his chest as a jolt of pain went through it.

Dreadwing then heard another explosion, followed by Ultra Magnus screaming. As Dreadwing looked up, he saw Magnus had also fallen over onto his knees, his back now smoking and burning. "Someone else must've shot Magnus' back scars", Dreadwing thought. "But who?"

Dreadwing soon found his answer. He felt someone placing a hand on his shoulder and a familiar, gravely voice speaking to him. "Gather yourself, Dreadwing", it said. "I will avenge your twin."

Dreadwing looked up. Standing next to him was the mighty leader of the Decepticons, the cannon mounted on his arm smoking from a single shot. He calmly walked towards Ultra Magnus, pulling a large, jagged sword from his back that glowed a sickly purple at his touch. He showed no fear at the swarm of insects that took notice of him and began flying in his direction. Tired, but content, Dreadwing smiled, knowing that Queen Chrysalis would soon get her just desserts.

Megatron had arrived.

Chapter 12

When Megatron first awoke after falling from space, he found himself lying at the bottom of a sea. He didn't remember how he got there at first, until he got to his feet and remembered his battle with Optimus aboard the Ark. This must have been where he had crashed-landed after falling into the planet's orbit. He looked around him, searching for his sword, the Dark Saber. Luckily, he noticed it sticking out of the sea floor nearby.

As Megatron went to retrieve his sword, he noticed something else lying not too far away. Putting his sword on his back, Megatron walked over to investigate and saw the unconscious form of Thunderhoof, one of his enforcers, and his chief interrogator, Barricade, a few meters away. Grabbing both of them by the backs of their necks, he swam upward until he reached above the water line. Noticing a land mass nearby, he starting swimming towards it, hauling his two minions on his back. He didn't bother reviving them until after he reached the shore.

Now, Megatron found himself standing in the middle of a forest, like the ones found on Earth. He, Thunderhoof, and Barricade had arrived just in time to see Skyquake get his spark torn out. Several of his soliders lay on the ground either dead or badly injured, while everyone else was... blasting at tiny, fleshy-looking, worthless bugs.

It was a pathetic sight.

Ultra Magnus slowly crawled on the ground, trying to get away from Skyquake's body after being shot in the back. Noticing this, Megatron walked towards the Autobot as a cloud of the black insects flew towards him, screeching wildly. But, he just swatted them away with a single stroke of his Dark Saber, without even giving them so much as a glance in their direction. Once he got close enough to Magnus, he fired his arm cannon again. Magnus screamed and collapsed, barely able to move any more.

"I must admit, Ultra Magnus, I appreciate this newfound sense of ferocity you've gained", Megatron said. "But you are alone, and your fellow Autobots are not here to save you."

"The Autobots mean nothing to me, anymore", Magnus replied. "My loyalties lie only to Queen Chrysalis and the Changeling hive."

Megatron was so surprised at what he heard that he had to laugh. "After all these stellar cycles, fighting for those you called 'friends', you turn your back on them so easily? Now, why would that be?"

Megatron turned Magnus over onto his wounded back, causing him to cry out in pain more. Megatron examined Magnus' eyes, and noticed they were no longer their usual Autobot blue.

"Well, now. This is interesting. Tell me, Ultra Magnus, where is this 'Queen Chrysalis' you speak of?" Magnus asked.

"Right behind you", said a voice.

Megatron turned around to see more of these "Changelings" hovering in mid-air, ready to charge at him. At the front was their leader, the queen that Ultra Magnus was now swearing loyalty to.

"Ultra Magnus has told me all about you and your fellow Decepticons... Megatron, I presume?" Chrysalis asked.

Megatron stared at the changeling queen for a moment. Then, he laughed. It was a harsh sound, filled with malice, enough to unnerve many of the Changelings present. Chrysalis wasn't - she made that sound all the time.

"You? You are the one now controlling one of the greatest threats to the Decepticon empire? This must be some cosmic joke..."

"It's no joke, I assure you. I saw an opportunity for my conquest and I seized it", Chrysalis replied.

"Hmm... You conquer, as well? Intriguing. However, your slave has killed some of my men. That is not something I can overlook so easily." Megatron raised his hand and slowly closed it into a fist as he continued speaking. "I suggest you give me one good reason as to why I don't crush you and your army in my bare hands!"

"Because I believe we can help each other." Chrysalis signaled for her troops to wait and flew up to Megatron until she was inches away from his face. "We appear to both be conquerers by nature, and we have forces working to oppose us. You have the Autobots, I have the ponies of Equestria."

Megatron stifled a laugh. Equines? This planet is populated by equines? This will be all too easy." "Go on."

"If you help us conquer Equestria, we will allow you to do as you please with the other half of this world. As an added bonus..." Chrysalis suddenly fired a blast from her horn into Ultra Magnus' head, causing him to freeze where he lay. When he unfroze, his optics slowly began to fade back from sickly green to blue.

"You may do as you wish with him."

Megatron turned towards Magnus, who struggled for a moment to roll himself off his back and onto his hands and knees. The Autobot commander clutched his head and groaned. "Where... Where am I? Why does everything... hurt?"

Megatron looked at Dreadwing, who was still angry over the loss of his brother. Megatron looked back at Chrysalis and smiled.

"Deal."

Twilight Sparkle was exhausted. As she reclined in a chair in her castle library, she read over a list that Mayor Mare had given her. It read off the names of several Ponyville residents who had been checked by Zecora and the Royal Guard and had been cleared of being suspected as a Changeling.

Time Turner. Octavia Melody and Vinyl Scratch (a.k.a., DJ PON-3). Berry Punch. Derpy Hooves. Lyra Heartstrings and Bon-Bon. Miss Cheerilee. Filthy Rich, Spoiled Rich, and Diamond Tiara. Cranky Doodle and Matilda Donkey.

All the names had green checkmarks next to them. Twilight yawned. So far, there were no reports of any ponies of interest or anyone that was missing, thank the sun and moon for that. Still, there were still a couple dozen more citizens that needed to be checked on. As she scrolled down the list and started reading through another section of names, she heard the door open and looked up to see Fluttershy, dressed in a medical uniform, standing in the doorway, accompanied by Flash Sentry and another guard.

"Your highness? Fluttershy is here to see you", Flash explained.

Twilight smiled. "Let her in, Captain."

Fluttershy walked into the room, with Flash and his fellow guard stepping outside and letting the door close behind them.

"How are things with Zecora?" Twilight asked.

"Well, we've both adjusted to our temporary rooms at city hall", Fluttershy said, "but it's not exactly my cottage or her hut. But, we're both ready to go in case someone needs our help."

"That's good." Twilight put down her list on a side table next to her chair. "Have you heard from any of our friends? How have they taken to their new assignments?"

Fluttershy's face immediately changed from calm happiness to nervousness. "Well... that's why I'm here. Princess Luna sent me an urgent message. It said that the Changelings had taken Appleoosa. And Applejack..."

Dread washed over Twilight's face. "No... She didn't..."

Fluttershy looked down solemnly. "She was captured."

Twilight bit her lip. "Nonononononono! She was only just sent there! "And... what about the others?"

Fluttershy shook her head and answered, "Still no word from Cloudsdale or the Crystal Empire. All we can do now is hope for the best. But, that's not all."

"More bad news?" Twilight asked.

"Well... technically, yes, but..."

Twilight grabbed Fluttershy's shoulders and started shaking her back and forth. "But what? Did Chrysalis find a new ally? Did she develop some new doomsday spell? Did she capture Starlight? Are Celestia and Sunset okay? What happened?"

Fluttershy was so used to Twilight's freakouts by now that being shaken by her wasn't all that fazing. "Um, well", Fluttershy continued as Twilight stopped shaking her, "you might want to see this." Fluttershy pulled out the letter that Luna sent her, along with a photo attached to it. Twilight's eyes went wide. It was like something out of one of Spike's sci-fi comics. It was a large blue and red robot holding a gold hammer and a Changeling cocoon. Confirming her fears, Applejack was the pony inside of that cocoon.

Twilight then looked at Luna's note:

"My dearest Twilight,

Chrysalis has obtained a powerful weapon to aid her in her conquest of Equestria called 'Ultra Magnus' and has captured Applejack and all of Appleoosa. I have reason to suspect there may be others like this robotic being out there in Equestria right now. If you see them, approach with caution and report your findings to me. I have sent similar warnings to Cloudsdale and the Crystal Empire. Stay safe, my little pony.

Sincerely,

Luna

Twilight's mind immediately flashed back to the night of the UFO crashing outside of Ponyville. First, that object falls out of the sky, then this "Ultra Magnus" shows up? That was no coincidence. She handed Fluttershy back the letter and the photo it came with.

"Fluttershy, I need you to help me assemble a team of guards. I know where this robot came from."

"What?" Fluttershy asked. "Are you sure?"

"Do you remember a few nights ago when that tremor ran through Ponyville?" Twilight asked, to which Fluttershy nodded. "That's where this robot came from. If Chrysalis has it under his control, it's possible there's more like it out there. We need to get to them before the Changelings do, assuming they haven't already."

By the time Bumblebee got to where Ultra Magnus' signal was, the forest was decimated. Trees had been knocked down, cut in half, even set on fire. A large fissure had opened up in the ground. Spilt energon was everywhere. Did Ultra Magnus fight off all of those Decepticons?

With Bumblebee were four other Autobots: Arcee, Smokescreen, Prowl, and Ironhide. Ratchet was able to wake them up after Bumblebee went to help Fixit reboot the Ark's systems. Smokescreen held a scanner that allowed him to find nearby energy signals. Bumblebee looked around, but saw no sign of Ultra Magnus or any Decepticons.

"Smokescreen, you got anything?"

"The area's clear", Smokescreen said, not looking up from his scanner. "I'm not picking up any Decepticon energy signals. If they were here, they've all left by now.

"And Ultra Magnus?"

"Still scanning", Smokescreen replied. "Do you think Magnus drove them all off?"

"Wouldn't surprise me if it did", Arcee said, keeping her blasters up. "I bet all this energon is from the Decepticons that got unlucky to get into his line of fire."

"Ah don't know", Ironhide spoke up in his usual drawl. "I don't normally expect Magnus to shed this much energon. And if he's killed anyone, where are the bodies?"

Prowl cooly surveyed the area. Among the cracked landscape and ruined trees and foliage, he noticed shards of metal, along with loose wires, nuts, and bolts. "The Decepticons don't normally take their dead with them off the battlefield", he said. "But then again, the Nemesis may have a crematorium on it, like the Ark does. It may be logical to assume they've found the Nemesis already and made their way back to it via space bridge."

Smokescreen looked up from his scanner, confused. "Didn't Superion cut that hunk of junk in half? How could it still be functioning after that?"

"If I recall from the intel I received about the Nemesis before we launched, it has a backup power supply", Prowl explained. "Someone on the ship may have activated it after we crashed here."

"How can we know any of that for sure?" Arcee asked.

"Well, keep in mind, it's just a theory", Prowl said, "one of several possibilities I've been able to calculate since we got to this spot. I don't want to say anything for a fact until we've found more evidence."

"Prowl, that's probably the best theory Ah've heard out of your mouth in a long time", Ironhide quipped. He'd never liked Prowl all that much. His cold demeanor and almost complete lack of emotion made him frustrating to be around.

As Ironhide griped, Bumblebee surveyed the area again. This time, he noticed something amid the destruction. It was an unmoving body with large shoulders.

"Oh, no..."

"What is it, Bee?" Smokescreen asked.

"Follow me!" Bumblebee ran to the body, the others close beside him. Whoever it was, they were lying face down. There were signs of injury to the back. Carefully, Bumblebee turned the body over and gasped.

Lying there, the light in his optics burnt gone and a hole in his chest, was Ultra Magnus. Dead. Smokescreen's scanner couldn't pick up any signs of life left in him. Despair washed over the group at the sight of another fallen comrade.

"No..." Ironhide lowered his head. "Of all 'bots..."

Smokescreen fell to knees and punched the ground. "It's done! Without Magnus, the Elite Guard is done! What are we supposed to do now! DAMMIT!" If Smokescreen was capable of shedding tears, he'd be crying rivers right now.

Arcee placed a comforting hand on Smokescreen's back. Prowl, meanwhile, put a finger to the communicator built into his helmet.

"Prowl to Ark. We need a ground bridge. The Decepticons have long left, and... Ultra Magnus just went offline."

"Scrap." Ratchet's tone on the other end was a mix of sorrow and frustration. Alright. Ground bridge coming up. I have something to tell you once we get back."

A swirling vortex appeared a few feet away. Ironhide, Prowl, Bumblebee, and Smokescreen picked Magnus' body up and solemnly followed Arcee through the ground bridge and into the Ark's transport hanger, where Ratchet was waiting for them with a stretcher. The Autobots placed Magnus down onto it and allowed Ratchet to look it over for a few minutes.

Ratchet sighed as he finished looking over the body. "He suffered a large amount of trauma to his back, from both gunfire and melee weaponry. But the cause of death appears to have been his spark being stabbed through. He must've fought through Hell before he died."

Smokescreen pounded his fists together. "Then, I say we give them Hell back! I'm tired of losing friends to those damned 'Cons!"

"No, Smokescreen", Bumblebee said, holding up a hand. "I'm upset, too, but we need to find Optimus and Jazz first. We need their leadership if we're going to defeat the Decepticons."

"Bumblebee is right", Prowl said. "Besides, we need to find Drift and the Wreckers, as well. There's a good chance they're still alive."

"Actually, that was what I was going to tell you", Ratchet spoke up. The others turned to him. "Our scanners picked up Drift and the Wreckers at the center of this land mass. That's not all, though..."

"What? They surrounded by 'Cons?" Ironhide asked.

"No", said a voice.

The others turned towards the hangar entrance to see someone, battered and cracked from falling from orbit, walking into the room. The Autobots' expressions changed from sorrow and anger to hope and joy.

Optimus Prime, tired, but still as calm and resolute as ever, said, "I am alive."

Chapter 7

It all happened so fast. To Bulkhead, it felt like every conceivable thing going wrong all at once.

After their skirmish with Sunstorm and Thundercracker, Superion had arrived to take Bulkhead and Wheeljack back to the Ark, since the Jackhammer was pretty much toast. But when they turned to the direction that Superion had come from, they saw the Decepticon warship split in half by a large explosion. And no trace of the Ark. Instead, all they saw were a swarm of Decepticons with a few Autobots wrapped in energy binders amid debris.

Superion was able to identify the captives as the rest of the Wreckers, specifically Hound, Cliffjumper, Sideswipe, and even the Commandobots. There was no sign of Optimus or any of Team Prime. Several dark thoughts had gone through Wheeljack’s mind as he could only imagine what horror put them out of commission. They also noticed that members of the Mayhem Attack Squad were wearing phase shifters on their wrists, which must have protected them from something, as Superion’s visor managed to discover.

Without thinking, Wheeljack had Superion fly right at the Decepticons in an attempt to free their friends. At that moment, Starscream attacked them from behind, firing missiles at them. Superion avoided this by splitting apart into the five Aerialbots, which left them open for an attack from the other Decepticons. Moments later, all six of them were wrapped in energy binders. Bulkhead and Wheeljack tried to fire back, but soon suffered the same fate.

Starscream ordered them to be executed right then and there before the rest of the Decepticons could search for Megatron and Soundwave’s strike team on the planet their ships had apparently been circling during the battle. Bulkhead commented on how odd the clouds looked from where they were, but Wheeljack couldn’t care less. Starscream had then moved to execute Wheeljack himself, but the long-time Wrecker had been in this sort of situation before. When Starscream grabbed him by the throat and gloated over his impending victory, typical of the sniveling sycophant, Wheeljack kicked him square in the chest and flexed with whatever strength he had left. It was enough, as he was able to miraculously break the energy bonds before opening fire on the Mayhem Attack Squad, destroying their binding guns.

Starscream attacked Wheeljack directly and the two grappled with one another. But destroying those guns had freed the rest of the Wreckers and the Aerialbots and they immediately fought back. The Commandobots and Aerialbots combined once more to form Ruination and Superion, immediately turning the battle against the Decepticons. But not even that was enough.

As Starscream caught Wheeljack in a full-body tackle and flew him into the rear end of the Decepticon warship, Shockwave appeared and a blast from his plasma cannon spelt the end for Hound. Bulkhead watched in horror as his commanding officer, now with a smoldering hole in his torso, was thrown into space, towards the direction of a small moon. Ruination fell next, a blast from Shockwave’s cannon mixed with that of blasts fired from one or two members of the MAS ripping through the gestalt’s titanic form. Superion appeared and swatted them all away, knocking them and Shockwave into the atmosphere of the planet. He hoped that the fall would be enough to put them all out of commission.

The remaining Autobots clung onto Superion and flew towards the direction of the warship’s rear end, where Starscream and Wheeljack were fighting each other fiercely. Bulkhead had to admit; his old friend did seem like nothing could stop him. The two had managed to score a few good hits on each other but because of the injuries Wheeljack had sustained, he wasn’t going to last much longer. Superion led the group onto the remains of the warship to give Wheeljack a chance, but the air commander saw them coming. Throwing Wheeljack to the ground, he fired a blast from his integrated null ray that disabled the surviving gestalt.

Superion toppled over them and into the atmosphere of the planet. Bulkhead’s remaining allies, Sideswipe, Cliffjumper, and Autobot aerialist Jetfire attacked Starscream while Bulkhead himself helped to get his friend back to his feet.

“Bulkhead?”

“We have to get off this thing”, Wheeljack had warned him. “We’re about to enter the atmosphere.”

“Bulkhead?!”

Wheeljack’s warning came too late. The ship entered the atmosphere with everyone on it. Bulkhead remembers himself and Wheeljack sliding off the ship and falling into atmosphere, seeing only red…

“Bulkhead! Wake up! Bulk!!”

The memories ended there. Bulkhead blinked and he looked up to see Wheeljack hovering over him. Bulkhead groaned and tried to sit up, immediately getting hit with a jolt of pain that forced him back down.

“Bulk? What’s wrong?!” Wheeljack asked frantically.

Bulkhead groaned again. “Everything… hurts”, he coughed out. “The others… where are they?”

“I don’t know, but we were out for a while”, Wheeljack said. “I tried to scout out the area as best as I could, but my legs aren’t working right. I was able to make out something a few clicks north of here. It might be part of the Nemesis.”

Bulkhead tried to move again, but Wheeljack stopped him.

“Hold on, pal. That fall must have done something to you”, he said, laying a hand on his chest. “I don’t know where Sideswipe, Cliffjumper, and Jetfire are, but hopefully one of them will come looking for us.”

“Did you try signaling them?” Bulkhead asked.

“Yeah. Nothing. My comm lines are down”, Wheeljack replied. “In retrospect, that plan to take out Sunstorm may not have been the best of ideas.”

“I’ll see if my comms are working in a second. You have any idea where we are?”

“I think it’s some sort of organic planet, like that Earth planet we visited a while back. Nothing but grass and a few trees.”

Bulkhead sighed. “I miss Earth. They had a lot of cool stuff there. Even the vehicles were sleek.”

Wheeljack nodded. “I know, Bulk. I think we all miss it. Probably why we still have the vehicle modes we used on that rock. If Megatron hadn’t endangered the whole world using the dark energon, Optimus wouldn’t have decided to leave to protect the humans.”

Bulkhead sighed again. Then, hoping to change the subject, he moved his right hand to the side of his head and tapped it with two of his fingers.

“Bulkhead to Cliffjumper, do you read me?”

Silence.

“Bulkhead to Cliffjumper, do you copy?”

Silence again.

“Bulkhead? That you?”

Both Wreckers’ faces lit up as Cliffjumper’s voice crackled over the comms.

“Cliff? Are you hurt? Is Sideswipe okay?”

“I’m fine”, Cliffjumper replied groggily. “I’ve got Sideswipe with me. But Seaspray and Trailbreaker didn’t make it and… I think you saw what happened to Ruination and Hound.”

“I guess you’re in charge of the Wreckers now?” Bulkhead asked.

“Looks that way, big guy. Sideswipe’s still unconscious but I think he’ll survive. I don’t think I was hurt too bad in the fall. I’ve got your signal locked onto my radar and I'm bringing Sideswipe to your current position. Should be there soon.”

“What about Jetfire?”

Bulkhead heard Cliffjumper sigh. “No dice. Don’t have a read on Superion, either. Either they’re offline or something’s masking their energy signatures. Are you guys okay?”

“Jackie can’t move his legs and the only thing I can move are my arms and my neck. You might wanna get a move-on.”

“Noted. Hang tight, boys. We’re coming for you. Cliffjumper out.”

The signal went dead. Bulkhead let his hand fall to the ground and sighed. He then looked up and saw Wheeljack with his eyes closed and his head dipped.

“Jackie?”

“Bulk…” Wheeljack said in a coarse whisper. “What happened to them?”

“What are you talking about?” Bulkhead asked.

“Hound, Trailbreaker, Seaspray, Impactor, Roadbuster, Topspin, Whirl, and Twintwist." Wheeljack's voice was starting to sound angry now. "What happened?”

Bulkhead groaned and let his head fall back onto the ground, his eyes staring into the orange and purple sky, a clear sign that the sun was setting.

“I don’t know about Trailbreaker or old barnacle butt. It must have happened when you and I were fighting those Seekers”, Bulkhead said. “After Starscream tackled you onto the Nemesis’ back end, Shockwave showed up and blew a hole right through Hound’s torso. Then he and some of the Mayhems overloaded Ruination’s systems. They never saw it coming."

Wheeljack’s hands clenched into fists. He closed his eyes and bit his lip. He wanted to scream, but couldn’t bring himself to do it. Wreckers took the jobs no other Autobot would, and many of them never came back. As a Wrecker, he knew that this was something to expected; he’d lost several friends during the Cybertronian wars. But Hound and all those who volunteered for the gestalt experiment were people Wheeljack had fought alongside for years, people that he knew even before the war.

“How many more of us need to kick the bucket?” Wheeljack wondered aloud.

“Jackie… I know. Roadbuster and Topspin were especially my friends, too. But for all we know, Jetfire and the Aerialbots could still be out there. Team Prime, too. Once we get back together with Cliff and the kid, we’ll signal for help. There’s gotta be some surviving Autobots here.”

“With our luck, the Decepticons have already gotten to them,” Wheel jack spat.

“Hey now buddy, look”, Bulkhead interjected. “We both know Optimus has been through worse before.”

“Who do you think you’re kidding Bulk?” Wheeljack’s said in a raised voice. “Have you looked around? Cybertron’s gone, my ship and the Ark are history, and we’re stuck on another organic planet! Optimus did what he could, but it wasn’t good enough. We’re already done for.”

Bulkhead had heard enough. “Don’t you get it, Jackie?” he asked in irritation. “That’s exactly what the Decepticons want. It’s like Optimus once told me: all they want to rob you of your spark so that you surrender before you even see the battlefield! We can’t let them win like that. The Wreckers aren’t finished yet and neither is Team Prime or the Elite Guard. If Megatron and Starscream wanna beat the likes of us, they’re gonna have to earn it.”

Wheeljack stayed in place, considering what Bulkhead had told him. Optimus was the most powerful Autobot around, Megatron being the only one capable of taking him down. His team consisted of some the best Autobots around from the doc-bot Ratchet to forceful female sniper Arcee. Ultra Magnus, while a stickler for the rules, had a reputation for his strength and courage. In essence, he fought like a Wrecker, despite essentially leading two young and impulsive bots. Finally, Cliffjumper was one of the most capable Wreckers out there; even in captivity, he would always find a way to win.

He then wiped some grime away from his damaged mouth plate and looked down at his old friend.

“Alright pal, you’ve made your point”, Wheeljack conceded. “Let’s wait for Cliff and the kid to arrive and signal for help. I’d imagine the doc-bot’s gonna have his hands full when we find Team Prime.”

Bulkhead smiled. “That’s my Jackie…”

If Twilight had gone to find whatever had crashed near Ponyville, what she would have found was beyond imagination.

Beyond the Everfree Forest, near the Castle of the Two Sisters and the Tree of Harmony, lay a large, damaged spacecraft, its crash-landing having destroyed a large chunk of forest near the abandoned castle. The engines were destroyed, with its destruction having torn the ship in half. The half that survived landed in this spot the previous night, but no one had bothered to investigate it, some not even realizing that something had crashed there at all. The windows in the front of the ship were completely shattered, the control room inside torn apart by a vacuum suction. The ship’s tip touched the border of the Rambling Rock Ridge, where Rarity would go to collect gems.

Inside the spacecraft, several large, robotic forms lay dormant, their systems knocked completely offline in the crash. Some of these robots wore red insignias, the mark of a solider fighting for peace and justice. Others wore purple insignias, those who wished solely to conquer and destroy all who stand in their way. Centuries of civil war tore their home world apart and a galaxy-wide chase had brought them here. Once they awoke, Equestria would be at their mercy.

One of the robots with a purple insignia was jolted awake by alerts of life signals coming in on his visor, which covered the entirety of his face. Slowly, he rose off the ground and onto his feet, clutching the wall for support. Studying the signals he was receiving, he found that there were a few Decepticon signals on this planet, one on one end of the land mass they were currently on and at least four on the other end, near a body of water. Scanning again, the identities of the life signals came in: first lieutenant Starscream, Mayhem Attack Squad commander Steeljaw, chief science officer Shockwave, chief medical officer Knock Out, and Mayhem Attack Squad soldier Breakdown. Behind his visor, Soundwave frowned.

“S… Soundwave….”

The robot looked at the ground to see one of his allies looking up at him. He was large, blue and yellow in color scheme, had a gun with a sword attached to it on his back, and had wings indicating a jet vehicle mode. Soundwave knelt down and helped his comrade to his feet. Then, he turned away from the pile of inactive warriors and saw a black and purple colored robot limping down the hallway. His armor was burned up from a massive explosion; the fact that he had survived was remarkable.

“Quickly, Dreadwing, Skywarp”, Soundwave turned back to his comrade. “We must retrieve the other Decepticons.”

“Where are we going?” Dreadwing asked.

“My sensors have located most of our allies on this planet, all on the same land mass”, Soundwave replied.

“Is… Lord Megatron…?” Skywarp asked in a quiet, raspy voice.

“My scans showed no signs of Lord Megatron, nor Thunderhoof or Barricade. Either they are offline or something is blocking their energy signatures. I have located Shockwave and most of the Mayhem Attack Squad near a large body of water, so it is a possibility that Lord Megatron and the others are there.

“And what of Commander Starscream?” Dreadwing asked.

“He is on another corner of this land mass. I believe he is near a surviving piece of the Nemesis.”

Dreadwing looked down at the inactive Autobots and Decepticons at his feet. If Megatron was really dead, that coward Starscream would surely take his place, something which Dreadwing truly feared. He had no sense of honor about him, nor did he have the ball bearings to do any of the things that made Megatron a legend back on Cybertron. He was no warrior, but a former scientist. What kind of a leader would that be?

“What are your orders, Dreadwing?”

Dreadwing looked back at his companion. “I’m sorry?”

“In his and Starscream’s absences, Lord Megatron ordered that you were to take command of the Decepticons”, Soundwave said.

“Oh. Right”, Dreadwing remembered. “Soundwave, set your space bridge coordinates to Shockwave’s current location. If what you said about Starscream is true, then the remaining piece of the Nemesis should have some materials for him to survive with.”

“My thoughts exactly”, Soundwave concurred. And what of the Autobots?”

“Leave them. They can do nothing at the moment to stand in our way.” Dreadwing then picked up two smaller Decepticons that lay at his feet and slung them over his shoulders. “They will get what they deserve soon enough.”

“You’re no fun…” Skywarp muttered as he grabbed one other Decepticon by the shoulders. This one was almost identical to Dreadwing, the only difference was his green and white color scheme.

Soundwave found the last two Decepticons in a remaining part of the hallway and picked them up, one by the backs of his neck and the other by his foot. Then, as Dreadwing and Skywarp walked up next to him, the coordinates to the location of Shockwave’s group appeared on his visor. Moments later, a swirling green vortex appeared in front of them. Soundwave stepped in first, dragging his two unconscious allies behind him. Dreadwing followed in suit as did Skywarp, who complained to himself about having to carry one heavy Decepticon while the others all had two lightweights to worry about.

Once Skywarp stepped through, the vortex closed behind them, leaving only the still-unconscious Autobots behind. The only witness to this reawakening was a strange, small orange Autobot with a set of wheels replacing everything below his torso peeking out from behind a corner of the hallway. He then scurried off, hoping to find something he could use to reactivate his comrades.

Author's Note

Okay, time for an update. Next week, I'll be on vacation with family, so don't expect the next chapter to happen for another two weeks. On the flip side, it'll give me time to buff out the next chapters I've written and then figure out what will happen after that. Thank you all for being patient and I hope to see you soon. Once again, any and all constructive criticism is welcome.

Next time: Applejack gets a less than warm welcome in Appleoosa while Optimus and Jazz journey closer and closer to Equestria.