Beast Wars: Battle for Equestria

by twilightsparkle3562

Rating: teen
Tags: Other, Adventure, Princess Celestia, Crossover, Main 6, Princess Luna, Drama, My Little Pony: Friendship is Magic
Length: 22171

The Maximals team up with the Ponies of Equestria to re-capture Megatron after he escapes their Autobot ship while en route to Cybertron.

While en route to Cybertron at the conclusion of "Beast Wars," the Maximals get an unwelcome surprise when their enemy, Megatron, leader of the Predacons, escapes captivity and ends up in Equestria. Now, the Maximals must team up with the Ponies of Equestria to stop Megatron and his resurrected Predacons before they conquer Equestria and make it a colony of Cybertron.

Author's Note: An alternate continuation of "Beast Wars" that happens instead of "Beast Machines."

*Cover art belongs to Atomic-Chinchilla of Deviantart.com

Published 2017-09-12 16:00:06 UTC
Last updated 2017-10-04 17:24:32 UTC

Chapter 1: "Escape to Equestria"

"The Beast Wars are over…for now," declared Optimus Primal and once transwarp sequence was in place, the time had come. "Let's go home."

The Autobot Shuttle lifted off from Prehistoric Earth where for the past few months, a war had taken place between the Maximals and the Predacons. Now, the war was over and the Maximals were heading home to their home planet, Cybertron.

"In the spark of an enemy," he said, turning around towards his fellow Maximals: Rhinox, Cheetor, Rattrap, Blackarachnia and Silverbolt. "There will be salvation and in the darkest hour, there will be a light."

"Yeah, from an unexpected source," remarked Rattrap, the Maximals' demolition expert. "Old Chopper face's clone. Who would've thunk it?"

"And let us never forget those other brave bots," continued Optimus, as the autoboot shuttle headed farther and farther away from Earth. "Whose sacrifice safeguarded past, present and future."

"And you know what the best part is?" finished Rattrap, kicking up his legs in relaxation. "We don't have to see Mega Butt's ugly mug again till we get back to Cybertron."

Of course, the Maximals did have a prisoner tied to the top of the Autobot Shuttle: the leader of the Predacons, Megatron, who was being taken to Cybertron to face justice for his crimes.

As they entered transwarp space, however, the Autobot shuttle was engulfed in a turbulent storm of transwarp turbulence. From his bonds on the roof of the shuttle, Megatron realized that if there was ever a time to escape captivity, it was now.

"They think that the Beast Wars are over?" he said to himself. "I…think…not. Oh, no, not a chance."

Back inside the main cockpit, the Maximals were beginning to feel the full effect of the turbulence.

"Hey, what's going on? Having trouble steering?" cried Rattrap, being knocked from his laid back position.

"Optimus, look!" shouted Rhinox, looking at a monitor. "It's Megatron!"

"He's trying to break free!" added Optimus and they could only watch as Megatron broke free of his bonds and was sent flying into the hurdles of outer space.

"Well, that's the end of him," remarked Rattrap, but before he could say anything else, the transwarp turbulence got more and more intense. "And us!"

For the next few moments, the ride was anything but bumpy and soon, the shuttle got out of transwarp space and the Maximals found themselves staring down at their home planet.

"We did it," cried Cheetor, getting back up and looking out the shuttle window. "We're out of transwarp space."

"And what's even better, Spots," added Rattrap. "That's Cybertron! We're home!"

But, Optimus had other far more urgent ideas.

"Megatron's still out there somewhere," he said, getting back to his feet, much to Rattrap's disappointment. "We have to find him."

"Am I missing something here, fearless leader?" he asked. "Megatron's long gone! We should just forget him and go home!"

"Yeah, Optimus," added Cheetor. "Who knows where could he have gone?"

"Chances are he could have been destroyed in the turbulence," suggested Blackarachnia, freeing herself from the protection of her lover, Silverbolt. "But, I sort of agree with Optimus. Who knows what he could do on another planet?"

"Come on, Rhinox, say something here," whined Rattrap. "Megatron's gone, isn't he?"

The Maximals' second-in-command looked at the disappointed Rattrap and Cheetor, then turned over to his superior.

"Optimus, I'll reset a course for Earth," he said, much to the shock of Rattrap and Cheetor. "There is a good chance he might have returned there."

"Very well," replied Optimus. "Rattrap, turn on scanners. Cheetor, you and Silverbolt monitor the screens. If you spot Megatron, then activate the notifications and we will take the next phase of action."

"Optimus…" whined Rattrap, only to be met with a glare from the Maximal leader. "I know, I know. Shut up, Rattrap."

…

Turning the shuttle around away from Cybertron, the Maximals went out in search of their escaped enemy. After going through another round of transwarp turbulence, they found themselves back in view of the planet where they had fought the Beast Wars on.

"No sign of him anywhere, Optimus," said Silverbolt. "Could he maybe have gone to a different part of Earth."

"It's likely, but we can't take any chances," suggested Optimus. "Rattrap, did you find anything of Megatron?"

Although he was still bitter about not being able to go home to Cybertron, the transmetal rat did as he was asked and reluctantly gave in to his leader's question.

"Nothing," he sighed. "I just…I just think he might have gone to pieces when he tried to escape. Can't we just go home now?"

"No," Optimus said, firmly. "Not until we find Megatron alive or dead."

"Hey, I'm picking up something on here," cried Cheetor, motioning for Optimus and the other Maximals to a screen where several floating electric orbs were being shown. "They're sparks, sparks of possible allies. But, why are they here?"

"I don't know," said Rhinox. "But, we can't be sure if they are either Maximal or Predacon sparks. Furthermore, I think there should be more than several, Optimus, given that many of the transformers who died in the Beast Wars still have their sparks floating around here."

A sinking feeling befell upon Optimus and realized that seeing these sparks made him realize that Megatron was already hard at work on obtaining the sparks of those that were still floating around Earth's atmosphere.

"If Megatron is thinking what I think he's thinking," thought Optimus, hastily turning up to the screen in front of him. "Set a course for the land on Earth that the sparks are possibly being dragged to. Wherever there are sparks, there is Megatron."

Turning its engines onto full power, the Autobot shuttle headed towards the land that Megatron was thought to have gone to. Optimus sat down in the captain's chair looking down at the land that stood in front of him, thinking that it was part of the land where they fought the Beast Wars. However, just as they re-entered the atmosphere, the shuttle began to shake violently again.

"Oh, no, not again!" cried Rattrap being thrown from his position. "We just barely got through this! Oh, man!"

"Pieces are starting to break loose!" shouted Silverbolt. "This ship's coming apart, Optimus! What do we do?"

"Brace for impact!" cried Optimus as the shuttle began to burn up rapidly and then began to spin around. With the Maximals crying out, the shuttle continued down and down at a rapid pace as the Maximals began to lose consciousness.

…

Meanwhile, in the Dragon Lands of Equestria, Ember, the recently appointed Dragon Lord was out on her rounds when she noticed a dragon that did not live among the other dragons, climbing out of the lava.

"Hey you!" she called to the dragon as he climbed onto a rock. "You in the lava! Who are you and where do you come from?"

The dragon silently looked at Ember and let out a low growl as he moved his yellow wings about.

"I am not from this land," he said, looking up to Ember. "But, I have come for something of great importance. But, I must ask you, yesss…., what is this land that I have landed on?"

Ember couldn't figure out how to address the dragon that was looking up at her. In fact, she was amazed at how the dragon looked to her.

"Before I answer your question," she said. "You look far different than any other dragon that I have met before. Your scales look different."

"That's because, my dear," snickered the dragon. "I am not born of dragon, nor of any other creature of whatever this land is."

Ember had a sneaky suspicion and pointed the Dragon Lord scepter right at the strange dragon.

"I don't know who you are or where you came from, but I've got a strange feeling about you," she shouted. "So answer my question, who are you?"

"Since you've asked," said the dragon, crossing his eyes and talking in a sarcastic voice. "Megatron, terrorize!"

Ember watched in disbelief as the dragon transformed in front of her from a metallic dragon into a robot that stood on two legs. With the dragon head in his right arm, Megatron grabbed Ember and tightened his grip on her.

"I am Megatron," he barked. "Leader of the Predacons and your soon to be ruler of this land you live in! Now tell me, what is the name of this land?"

As Megatron tightened his grip on Ember, the Dragon Land struggled even more and more to breathe.

"E…E…Equestria," she gasped, struggling to breathe as she felt her bones crack. "This is Equestria."

"Equestria," remarked Megatron, chuckling slightly as he released Ember from his grip. "Such an interesting name for a land that is unfamiliar to me or any other transformer, Maximal or Predacon. However, there is no better way to start my conquest than now."

Megatron looked down at several stasis pods next to the edge of cliff that led down to a pool of lava. Then, he looked at several of the orbs that he was carrying in his chest.

"Beast mode!" he called and transformed back into a dragon, taking to the air and collecting the stasis pods in the process. As he flew away, Ember weakly looked up at the flying dragon that wasn't even a dragon at all.

"Must warn…Spike and the ponies…." Ember gasped as she got up to her feet, before collapsing in pain. "A new…threat… has…come…to…Equestria."

Meanwhile, as Megatron flew away from the Dragon Lands, the Autobot Shuttle carrying the Maximals had crash landed in the Everfree Forest and who knew if they had even survived the crash…

END OF CHAPTER 1

Chapter 2: "Hello Equestria, Goodbye Transmetals"

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

Chapter 3: "Meeting Waspinator"

Opening her eyes, Princess Ember found herself on a bed in Canterlot castle. She could still feel the pain that Megatron had inflicted on her and couldn't really guess where she was. However, she found Princesses Celestia, Luna and Twilight Sparkle along with Spike and the rest of Twilight's friends.

"Ember?" asked Twilight in a low voice. "Ember, it's me, Twilight and all of us. Are you all right?"

"I think so," moaned Ember. "How did I get here?"

"You sent a distress call and we answered," replied Celestia. "Your father brought you here, very concerned for your safety. If you don't mind my asking, what exactly happened in the Dragon Lands?"

Ember felt a shudder trickle down her spine when she was asked this question.

"There was…a fellow dragon, or at least I thought there was," explained Ember, moaning slightly in pain. "He was not like any other dragon and when I asked who he was and where he came from, he said that he didn't come from this world."

"Someone who didn't come from this world?" asked Rainbow Dash. "How could you be so sure that he was just from another part of Equestria?"

"His body…was cover in…some strange substance," continued Ember. "Almost like a metal coating on his…scales."

With each word that Ember spoke, the more that both Celestia and Luna realized what the latest threat to Equestria was. However, they began to consider other options.

"Metal scales, sister?" wondered Luna. "Could we maybe be dealing with something we haven't seen before? A creature that was not born in Equestria? Perhaps he could have escaped from Tartarus?"

"If this dragon did escape, then we would have known about," pondered Celestia, briefly walking back and forth. "Princess Ember, was there anything else this dragon did to distinguish himself from other dragons?"

"He transformed," moaned Ember. "He said 'Megatron, terrorize,' and transformed from a dragon into a creature that stood on two legs. Then, he used the dragon mouth to question me about the land he was on. I…I couldn't allow him to kill me, Princesses! Please, I…"

"It's all right, Ember," comforted Spike, patting her down with his left claw. "We can't replace lives and you did what you needed to do."

As Ember spoke, Celestia went to the door and motioned for one of the guards to perform an errand for her.

"Whoever this here creature is, he's probably dangerous," remarked Applejack. "Probably something that needs more than a rope to be corralled if you ask me."

"Well, we cannot take any chances," said Twilight, firmly. "In any case, we need to warn the rest of Equestria of the dangers that this transforming dragon possesses. I think we need to also let Cadence and Shining Armor know of what is happening as well. Who knows where he could have gone?"

…

Just then, they all heard a buzzing noise right outside the room almost as if like it belong to a bee. At that moment, a green wasp flew into the room and transformed from being a wasp into a robot, landing on the ground with a thud.

"Like that!" cried Ember. "He transformed just like that…but, he's not a dragon."

"Ooh, ooh, Waspinator not like dragon bot," said the robot. "Dragon bot not a good leader for Waspinator."

"You used to work for this dragon?" wondered Pinkie Pie. "This is getting more and more weirder if you ask me. Would you like to make some honey for Sugarcube Corner?"

Being her usual self, Pinkie Pie randomly produced a honey jar to show off to Waspinator. However, Waspinator only gave her a confused look.

"I don't think he understands what you are talking about, Pinkie Pie," said Luna, chuckling slightly. "For the past few days, Waspinator has been here in Canterlot under our protection and he has been explaining to us about where he came from."

"Yes, Waspinator much rather be here than with evil proto-humans."

"It's a long story," whispered Celestia to Twilight and her friends. "Apparently, he used to be a king for a brief time, if you could believe that."

"At the same time," continued Luna. "Waspinator has also been giving us information that there is more like him out there."

Waspinator then walked over towards Ember's bed and looked down at her.

"You don't look like Megatron," he remarked.

"You know who Megatron is?" cried Ember, feeling slightly scared. "Are you in cahoots with him? Because if you are…"

"No, Dragon Bot and Waspinator no longer in cahoots," cried Waspinator, stepping back slightly. "Waspinator quit Predacons because I was always getting blown to scrap all the time!"

"I don't believe you."

"But, its true! Why you not believe Waspinator? I am sick of being evil, sick of being Predacon! Why can't anyone trust Waspinator anymore?"

"To be fair," said Luna, approaching the former Predacon. "You have only been here for a short time, Waspinator, and not everypony knows who you are aside from all of us in this room. Perhaps maybe you can help us find this Megatron before anypony gets hurt."

Although reluctant about it, Waspinator agreed to what Luna had said. At the same time, the former Predacon seemed to realize that this was where he belonged, among those who don't see him as a threat.

…

Meanwhile, the Maximals made their way towards the castle that Cheetor and Rattrap had found. Optimus stepped forward and scanned it with his optical sensors.

"Hmm, there doesn't seem to be anything in here out of the ordinary," he said. "No energon in here and no other sign of Megatron. We will make base here until further notice, Maximals."

"I didn't think you'd say that right on the spot, Fearless Leader," remarked Rattrap. "But, you are the boss monkey and if you say that we should be here, then we should be here."

"Be careful crossing the bridge," cautioned Optimus, taking note of the small wooden bridge that stretched across the moat down below. Then, he led them across the bridge single file with Rhinox bringing up the rear. Nevertheless, they all made it safely across the bridge and reached the castle doors. "Remember, don't transform unless there is a reason to. The internal repairs are taking longer than usual."

"Now he tells me," whispered Silverbolt, trying to get his damaged wing to work, but to no avail.

They soon walked deeper and deeper into the castle before coming up towards the castle's throne room, that had two thrones sitting at the top.

"Guess someone's already been here and they've left quite a mess," said Cheetor. "What do we do now, Big Bot? Do we clean up the mess?"

"Well, we'll have to make the best of our situation," answered Optimus. "Right now, we need to make sure that these stasis pods are protected from Megatron and that if there are anymore out there."

…

No sooner did Optimus say that, that at that moment, back in the cave where he and his resurrected Predacons were hiding, Megatron watched with glee as two of the pods he had recovered were about to reveal the Predacons inside.

"Yes, yes," laughed Megatron. "Come forth, my loyal Predacons."

One of the pods opened up and out came an alligator that let out a sharp growl as he climbed out. He then moved towards Megatron as the other pod opened and emerged was a bluish-Black Panther who then let out a loud roar.

"Shockwave, terrorize!" cried the crocodile and he transformed with the alligator neck revealing that his head consisted of one eye and his tail becoming a blaster.

"Soundwave, terrorize!" roared the Black Panther and the creature transformed into a robot that had a monitor on his chest.

Once they were both transformed, the two Predacons bowed to their superior and their fellow Predacons.

"You may rise, my loyal Predacons," said Megatron, motioning for the two new Preads to rise. "I am Megatron, your supreme commander of this loyal group of warriors. And it appears that your timing couldn't have been better."

"In what way do you mean, royalty?" asked Inferno as Megatron led them out to the edge of the cliff.

"I have found us a stirring opportunity to start laying out the land for a new Predacon controlled colony on this land called Equestria. Do you see that creature down there?"

He pointed down towards a caravan leaving the town of Ponyville, headed by Big MacIntosh, Applejack's older brother.

"Well, it's time to make our prescense known. So, go down there and slag him!"

"Yee haw!" cried Quickstrike as he and the rest of the Predacons made their way towards the unsuspecting Big MacIntosh. Before the quiet and strong pony could react, the four Predacons made their move.

…

Just then, the sounds of firing blasts from the Predacons caught the attention of the Maximals.

"What is that?" called Rhinox, causing the Maximals to stop fortifying their temporary base of operations.

"Trouble," said Optimus, quietly. "And it appears that Megatron isn't alone. Silverbolt! You and Blackarachnia stay here and guard the pods! Cheetor, Rattrap, you're with us!"

"Whoopee, let's get it on!" yelled Rattrap excitedly. "Rattrap, Maximize!"

And Rattrap transformed into his organic robot mode, leaving the other maximals to follow suit.

"Cheetor, Maximize!"

"Rhinox, Maximize!"

"Optimus Primal, Maximize! Prime jets on! Maximum burn!"

And so, four of the Maximals made their way into the battle that would resume the Beast Wars…on this land called, Equestria.

…

END OF CHAPTER 3

Chapter 4: "The Battle Heard Round Equestria"

Big MacIntosh was very unsuspecting of the approaching danger that was coming towards him. Still, he heard the sounds of flying as well as yells and screams and this made him start to walk a little faster, hauling his load of apple products.

"FOR THE GLORY OF THE ROYALTY!" shouted Inferno, waving his gun in the air and opening fire on the innocent farm pony.

Frightened, Big Macintosh ran as fast as his hooves could carry him, ignoring the way he was supposed to go. As he tried to escape, he was cornered by Soundwave, in his Panther beast mode. The newly born Predacon chuckled as he advanced slightly towards Big Mac.

"Soundwave, terrorize!" he growled and transformed into robot mode, pointing his gun right at Big Mac. Forgetting all means to be brave, Big Mac turned to flee as Soundwave fired a blast at him, hitting the cart and destroying the products inside it. Hitting the ground, Big Mac saw the destroyed cart and rather than defending his Apple family honor, he decided to continue fleeing for his life.

"Where do you think you're going, Red Hot?" chuckled Quickstrike, firing a blast from his cobra head claw, only for Big Mac to dodge it. Big Mac continued running down to a small creek in the Everfree Forest and it was there that he saw Shockwave emerge from the creek in his Alligator beast mode.

"Now, I've got you!" he laughed and transformed to robot mode, firing his tail missiles at Big Mac, attempting to strike him down.

Leaping out of the creek, Shockwave managed to get onto Big MacIntosh's back and struck Big Mac several times in the back of his neck with his alligator tail. Big Mac's cries of pain did not go unheard of however.

"Trouble in the forest, Optimus!" cried Rhinox, calling out to his supreme leader while reading his chain guns.

"Is it Megatron?"

"I think Megatron isn't the only one on this land after all! Let's go!"

"Right behind you, Big Green!" cried Rattrap and the Maximals all made their way into the Everfree Forest and saw Big MacIntosh being attacked.

"We got to help him, Optimus!" said Cheetor, urgently, loading his gun. And without saying a word, Optimus motioned for them all to start firing on the attacking Predacons. This sneak attack caused the Predacons to stop what they were doing.

"Who dares attack me?" snarled Shockwave and that's when he saw the Maximals in the bushes. "Maximals! Intruders!"

The diabolical alligator fired several rockets at the Maximals, but they quickly got out of the way. Rattrap rolled and fired several blasts at Shockwave. However, he didn't get very far and was soon being fired upon, this time from Inferno.

"Oh great, here comes Psycho nut," he muttered as Rhinox came into provide support by lifting a fallen tree and hitting Inferno on the back, effectively knocking him to the ground. The fire ant leapt at Rhinox, trying to tackle him, but was hit by Cheetor.

Quickstrike then saw what happened and joined in the fray.

"You're not interrupting this here hoedown," he laughed, firing several blasts out of his cobra mouth at Cheetor and Rattrap. "Take this varmint!"

Both Cheetor and Rattrap managed to duck and avoid the fuzor's blasts and while they dealt with the out of control Predacons, Optimus saw the frightened Big Mac and flew down to help him.

"Are you all right?" Optimus asked and frightened, Big Mac stepped back. "I'm not going to hurt you, but I need to get you out of here!"

"Eee-yup, if you say so," cried Big Mac and using his strength, Optimus attempted to carry Big Macintosh to safety, only to be met with a laser blasts that almost hit both of them. Standing in their way, Soundwave walked towards Optimus and Big Mac, his gun pointed right at both of them.

"Surrender while you still can, Optimus," he ordered, but Optimus was not going to surrender and drew out his twin swords. "And give the creature to me!"

"Guess again," Optimus replied and stood in front of Big Mac, protecting him from Soundwave's fury. However, Soundwave detected Big Mac behind Optimus using the screen on his chest. Nevertheless, Optimus was not going to give into Soundwave's demands in any way possible.

Using one of his twin swords, Optimus swung at Soundwave, slashing at Soundwave at whatever chance he could get. However, Soundwave managed to kick Optimus back against the base of a tree. But, Optimus was not giving up.

…

Meanwhile, Cheetor and Rattrap continued to struggle with Shockwave as he retreated back into the creek.

"Come on, Scale Belly, why do you just give up?" cried Rattrap, who felt the power of his gun running low. "Face it, you are outmatched!"

"That's what you think, vermin!" replied Shockwave, putting his gun into the water and then firing a blast of energy, hitting Rattrap in the leg and causing him to let out a sharp yell as he went against the base of a tree. Cheetor didn't take this very kindly and fired his gun at Shockwave, only to get the same treatment as Rattrap.

"Oh, man!" groaned Rattrap. "There were times that I wish I was a transmetal again!"

"You and me, both, Rattrap!" added Cheetor, trying to get off of the ground. "But, we got to keep fighting here!"

Shockwave then proceeded to advance towards Cheetor and Rattrap, their destruction warranted in his mind. However, Rattrap and Cheetor weren't going to go down lightly. Together, they charged at Shockwave, pushing him to the ground while throwing punches at the same time.

...

Meanwhile, Optimus continued to duke with Soundwave while Big MacIntosh could only watch.

"Megatron will prevail, Optimus!" grunted Soundwave as Optimus shattered the monitor on his chest. "Long live the Predacons!"

"He will not prevail as long as I am here!" retorted Optimus, picking Soundwave and throwing him to the ground. No sooner did Soundwave get thrown that he and the rest of the Predacons except for Quickstrike felt surges of energy circle through their robot bodies.

"Energon buildup!" cried Inferno, who was losing to Rhinox anyway. "Transform and fall back! Return to the Royalty at once!"

Doing as they were told, the Predacons transformed and retreated. Once they were gone, the Maximals went over to Big MacIntosh to see if he was all right.

"Are you hurt?" asked Optimus as Big Mac trembled with fear. "They are gone now, you have nothing to fear."

"Eee…yup?" asked Big MacIntosh nervously.

"He's been through a lot, Optimus," remarked Cheetor. "Should we help him find where he lives?"

"Yes, we should," said Optimus. "But be on your guard. We are in uncharted territory and we don't know if there will be another Predacon attack or else. But, we should be in beast mode to begin internal repairs."

The rest of the Maximals agreed and converted to Beast Mode. Big MacIntosh was astounded to see this, but was too tired to even react.

"Lead us to where you came from," said Optimus to Big Mac and the eldest of the Apple Siblings, led the Maximals out of the Everfree Forest and back towards where he started: Sweet Apple Acres.

…

However, the battle in the Everfree Forest, didn't go unnoticed as several Wonderbolts flew over to where the battle was fought.

"Send a notice to Canterlot," said a Wonderbolt to another Wonderbolt. "It seems to me like that creature we brought to the princesses, well, there is definitely more where creatures like him came from."

The notice was soon made and was on its way to Canterlot, while back at the castle where the Maximals were temporarily based. Silverbolt and Blackarachnia was startled to find one of the pods moving.

"Silverbolt!" called Blackarachnia as the still injured fuzor came dashing into the throne room. "One of the pods, it's opening!"

"Who do you think it could be?" wondered Silverbolt, knowing to be on his guard with the creature inside coming to life. "Friend or Foe?"

Both maximal lovers watched as the pod opened and a lion emerged from the pod, stepping out and staring at Blackarachnia and Silverbolt. The lion looked up at them for a brief second before looking down at the ground and saying in a deep voice:

"Rodimus Primal, Maximize!"

And the lion transformed from beast to robot, his eyes locked onto the injured fuzor and the former Predacon with keen interest…

END OF CHAPTER 4

Chapter 5: "Rodimus Primal"

"Rodimus Primal, Maximize!"

Silverbolt and Blackarachnia could only watch with astonishment as the lion that had emerged from one of the stasis pods the Maximals had recovered transformed from beast to robot. Without another thought, both of them knew that this Maximal was anything but ordinary.

"What are you looking at me like that for?" asked the newly born maximal. "Do you see something in me that bothers you?"

"N-n-no," said Silverbolt, nervously. "It's just that…well…the word 'Primal' is in your name and we were wondering if maybe…you were related to our leader, Optimus Primal."

"I am related," replied Rodimus. "I am Optimus Primal's brother, having been destroyed in the war for Cybertron, but thanks to all of you, my spark was saved from Megatron and I have been reborn."

Rodimus then walked around to see the surroundings that he was in.

"If you are wondering where we are," said Blackarachnia. "We are on the planet Earth. As for the land we are on, we aren't sure."

"Hmm, so you say," remarked Rodimus. "But, I must ask you something. Where is Optimus Primal?"

"There was an attack not far from here," answered Silverbolt. "He and several of our comrades left to deal with the situation. Megatron might have had something to do with it."

Knowing that his brother was more than likely in danger, Rodimus stepped towards the castle's doors and flung them wide open.

"We must find him," said Rodiums. "If Megatron is out there, then may the heavens help him. Come on!"

"But, what about the rest of the pods?" asked Blackarachnia to Silverbolt. "They'll be left unguarded. I will stay and guard them. You go with the king kitty."

Although Silverbolt was uneasy in letting his loved one stay alone, he had to go with Rodimus, despite the fact he still had a busted wing.

"If you say so," he sighed and went over to Rodimus. Nodding his head, Rodimus went back to beast mode and went out to find his brother and the rest of the Maximals.

Blackarachnia then went back to guarding the remaining stasis pods, but she had no idea that a creature was hiding at the edge of the Everfree Forest, growling quietly and waiting for a moment to strike.

…

Meanwhile, back in Canterlot, the two Wonderbolts that had seen the fight between the Maximals and the Predacons were reporting to Celestia and Luna as well as Twilight and her friends about what had happened.

"Are you certain that this is connected to that dragon that attacked Princess Ember?" asked Celestia as she read the report.

"We don't know about any dragon," said one of the Wonderbolts. "All we know is that a pony was attacked by these creatures that supposedly were not born nor from Equestria."

"Well, we now believe that what you are saying," remarked Luna. "Is connected to what has been transpiring over the past few days. There is more to this than meets the eye, I can assure you all. Were there any ponies that were involved in this fight?"

"One," answered the Wonderbolt. "He was a big red stallion."

Applejack's heart sank upon hearing the words 'big red stallion' for in her mind, that could only mean one thing.

"Did you say 'big red stallion'"? asked Applejack, nervously darting over to the Wonderbolt, clutching the cadet's uniform with her hooves. "Did you? Because if you are, then that big red stallion happens to be my big brother."

"I can assure you," said the Wonderbolt, pushing Applejack away. "That your brother is fine. The other group of creatures defended the stallion and managed to scare off the offending parties."

"Thank Celestia," gasped Applajack, taking off her hat in relief. "Where is he now?"

"He was being led by the group that had saved him away from the forest," said the other Wonderbolt. "Supposedly, they were heading to where the stallion lives."

Realizing that her brother was heading for Sweet Apple Acres, Applejack immediately darted from the throne room.

"Sorry y'all, I need to get back to my brother," she cried, turning around to face them.

"Then go to him, Applejack," advised Celestia and Applejack bowed respectfully before leaving the throne room. Once the farm pony was gone, Celestia knew that this recent attack was a sign that something was happening. "Waspinator."

The former Predacon was summoned to the throne room and transformed before his protectors.

"Yes, what do you want Waspinator to do?" he asked.

"Follow Applejack and provide her protection," answered Celestia, motioning for the two Wonderbolts to join him. "If there are more of you out there who are bent on attacking ponies, then I want to be on our guard. Understand?"

"Waspinator understands," he replied and flanked by the two Wonderbolts, Waspinator left the throne room.

"Something tells me," said Rainbow Dash, nervously. "That this is something that not even the Magic of Friendship is going to help us defeat so easily. I have a feeling that this means that a war has started."

"I have to agree with you, Rainbow Dash," added Twilight, before turning to her fellow princesses. "We need to send a warning to all of Equestria that everypony needs to be on their guard at all times. I will send a message to Cadence and Shining Armor to be on their guard."

"Leave that to us, Twilight," ordered Celestia. "All that matters is that you spread the message to Ponyville. If Applejack's brother was targeted at random, who knows who could be next?"

…

At the same time, Big MacIntosh led the Maximals towards the edge of his home, Sweet Apple Acres.

"Is this where you live?" asked Rhinox.

"Eeyup," answered Big MacIntosh, who was also disappointed that he had lost his entire order in the attack. "This is my home, Sweet Apple Acres. I don't know how Granny is going to react when I tell her that the order was lost."

"Eh, just be thankful you are alive and kicking, Big Red," chuckled Rattrap. "Go on, we'll cover you as you head home. Go on! Get lost!"

"Rattrap!"

"What?"

Big MacIntosh didn't seem to care about what was being said. He needed to be here at Sweet Apple Acres, he needed to be home where he belonged. Just then, they all heard the sounds of buzzing coming towards them and Optimus looked to find out the source of what it was.

"What in the…?" he remarked when he saw Waspinator and the two Wonderbolts flying overhead. "Waspinator? How did…?"

"I don't know what bug boy is up to," said Cheetor, taking out his gun and pointing it right at Waspinator. "But, I think we need to take him out."

"Hold it, Cheetor!" cried Optimus, ordering Cheetor to lower his weapon. "Waspinator's being escorted by those ponies. Something tells me that Waspinator isn't with the Predacons."

"How could you be so sure, big bot?" asked Cheetor. "It might just be a ploy to get us to attack those ponies."

Optimus stood his ground and it was at that moment, he saw Applejack running right towards them. But, Applejack was going so fast that she ignored the Maximals altogether.

"Guess we'd better get going," suggested Rattrap.

"Wait," said Optimus. "I want to talk to these Ponies and get answers about where we are and why Waspinator is here too."

Transforming into Beast mode, the Maximals made their way up to Sweet Apple Acres to get some answers about where they were.

…

Back in the Everfree Forest, Rodimus Prime and Silverbolt were making their way through the forest when they began to hear the sounds of growling.

"What is that noise?" asked Silverbolt. "I don't know where its coming from, and yet, I know the creature that is making that noise. If only I could transform when at the ready. But, Rodimus, how did your spark evade Megatron's capture?"

"It was by luck, Silverbolt," answered Rodimus. "Ever since I was killed in the Great War on Cybertron, I always thought that I would never rest in peace as long as Megatron was still alive."

"Well, he is still alive," said Silverbolt. "As a matter of fact, we were bringing him back to Cybertron so he could face charges for his crimes. But, he escaped to this strange land and well, he's on the loose again."

Then, the sounds of growling were heard again and before either one of them could react, the creature, revealing himself to be a Velociraptor, leapt from the bushes and stared down at Silverbolt. Silverbolt let out a sharp gasp upon realizing that the creature staring on top of him was very familiar to him.

"Impossible," gasped Silverbolt as Rodimus transformed to robot mode to try and aid Silverbolt from the Velociraptor's wrath and fury. "Rodimus, don't hurt him! He's one of ours!"

"It's a trick!" cried Rodimus who attempted to fire, but the creature swung his gun away and headbutted Rodimus in the chest.

"It's no trick," said the Velociraptor, growling loudly and roaring loudly. "Dinobot, Maximize!"

And the velociraptor transformed into a robot and Silverbolt could hardly believe what he was seeing in front of him: Dinobot, who was born a Predacon, lived a warrior and died a Maximal hero…was alive.

END OF CHAPTER 5

Chapter 6: "Dinobot, Back from the Dead"

"Dinobot, alive?" gasped Silverbolt as he stared at the sight of the once deceased Predacon turned Maximal. "Impossible!"

"Dinobot," said Rodimus, bitterness clearly shown in his voice. "So, we meet at last after all this time. You led the division that destroyed most of my fellow Maximals and now you call yourself a Maximal?"

Rodimus attempted to reach for his weapon, but Dinobot stopped him by putting his sword right at it.

"I am a Maximal, Rodimus," he said. "And I consider myself far too honorable to even think about doing such actions."

"Rodimus, Dinobot sacrificed himself to save the human race," said Silverbolt, rolling back onto his legs. "Is that considered the actions of a Predacon?"

"I don't believe you, Dinobot," sighed Rodimus. "But, you are not my main concern right now. My concern is finding my brother, Optimus."

Dinobot didn't seem to care about Rodimus, however he did care about Optimus.

"Yes, your brother helped me see the error of my ways," remarked Dinobot. "And for that, I owe him my debt. My spark survived being captured by Megatron along with my body."

"Why don't you join us, Dinobot?" suggested Silverbolt. "Megatron escaped from our captivity and we are trying to find him. I promise you that if we ever get back to Cybertron, I can promise you that the Maximal elders can at least give you a pardon."

Knowing that he could return the favor for Optimus, Dinobot agreed to join them, much to Rodimus Primal's chagrin.

"Well, aren't you coming with us?" he asked Rodimus, but Rodimus didn't answer. Instead, he converted back to his beast mode and followed Dinobot, knowing that trying to argue with the ex-Predacon will waste time.

"He's not like the Predacon you once knew," Silverbolt said to Rodimus. "Please, can't you see that?"

"Silverbolt," sighed Rodimus. "This Predacon killed many of my friends during the war. What else can I do to think of him?"

"He is a Maximal whether you like it or not, Rodimus. I know we've just met, but you will see that Predacons willing to change are rewarded greatly for their actions. My internal repairs are nearly completed, so maybe I can try to contact Optimus by radio."

Silverbolt then proceeded to turn on his radio and attempted to contact Optimus.

…

Back at Sweet Apple Acres, Optimus and the rest of the Maximals were just about to find out answers about where they were when Optimus' radio buzzed in.

"Optimus," called Silverbolt over the radio. "Are you there?"

"Well, the radio seems to be working," remarked Rhinox to Optimus.

"We're here, Silverbolt," answered Optimus. "Report."

"Well, I think you're going to be very interested in hearing this," reported Silverbolt. "First of all, Rodimus Primal, your brother has been reborn."

"Rodimus?" wondered Optimus, his voice filled with shock. "But, but, I thought…What's the other report?"

Then, Silverbolt made the shocking announcement.

"Dinobot…is alive."

All of the Maximals could feel their heart's sink in shock and surprise. Up until that moment, they had no idea that Dinobot would even have the ability to come back to life. They saw him die before their eyes.

"Where are you, Silverbolt?" asked Optimus. "Are you at the castle with Blackarachnia?"

"No, I am with Dinobot and Rodimus in the forest looking for you. We'll return to the castle and meet you there. Silverbolt, out."

"I can't believe," whispered Rattrap. "Chopper face, alive? How?"

"Beats me," added Cheetor. "Maybe his spark managed to avoid Megatron."

"Rodimus? Alive?" wondered Optimus, thinking for a moment before turning back to his team. "We'll find out more about this land later. Right now, we need to reconvene with Silverbolt."

…

While the Maximals left Sweet Apple Acres, Big MacIntosh was still coming to terms with what had just happened and only Granny Smith and Applejack were with him to listen.

"And that's what happened, Applejack," he said. "They wanted to kill me for no reason at all."

"I'm all for accidents, but this here from what I hear is no accident," remarked Granny Smith. "What's next? Demonic goats?"

"If you're referring to Grogar, Granny, he's only a fictional character," retorted Applejack as she walked to the window. "Either way, we cannot take any chances. Until this threat is quashed, we cannot make anymore deliveries. I mean, who knows what those monsters will do to us?"

…

And Applejack wasn't the only one filled with concern. In the throne room of the Crystal Empire, Shining Armor and Cadence were reviewing the recent notes regarding the threat against Equestria.

"Something tells me we are going to have to beef up security, Cadence," said the Prince of the Crystal Empire. "I think those strange boxes that were found at the borders might have something to do with it."

"I agree completely, Shining," replied Cadence. "Changelings are one thing to be on the lookout for, but strange creatures that transform? That is a cause for concern."

Just then, the doors flung open and a Crystal guardspony came into the throne room.

"What is happening, captain?" asked Shining Armor.

"Another of the strange boxes has been found," replied the guardspony, trying to catch his breath. "What's more is that we found a creature roaming the north boundaries. A three horned beast."

"Three horned beast?" gasped Cadence, immediately going into authoritarian mode. "Go to red alert! Lock down the empire!"

In quick fashion, the barriers around the Crystal Empire were fortified and the citizens were told to stay inside their homes. Shining Armor and several guards went out to find the creature and neutralize it.

"Keep your eyes open!" called Shining Armor. "We don't know who or what this creature is!"

"Yes, your highness!" replied a guardspony, but just as they were about to begin searching, they soon saw a triceratops, snarling at them. The guardsponies prepared their spears as the three horned creature moved forward towards them, roaring loudly as Shining Armor fired a blast of magic right at it.

Fortunately, Shining managed to get out of the way as the creature ran right past him. This gave Shining and the guards an opportunity to take the creature by surprise, but the creature was too smart to be fooled that easily.

"Look out!" called Shining Armor as the creature bulldozed several guardsponies. This caused Shining to fire another blast of magic at the triceratops, who then turned right towards him and let out another loud roar.

"Barricade, terrorize!"

Shining watched in shock and horror as the triceratops transformed into a robot, its beast head on its right hand. Several guards managed to get up and tried to defend him, but to no avail.

"I don't know who you are, or what you want," groaned Shining Armor as he struggled to get to his feet. "But, you will never get into the Crystal Empire! Never!"

"I don't need to get into your so-called Crystal Empire," shouted Barricade. "Your life will be proof enough and your blood will fuel our conquest for Predacon glory!"

Using the three horned head, Barricade pushed Shining Armor further into the snow, effectively trying to crush him to death. Knowing that this was possibly the end, Shining Armor closed his eyes and prepared for death.

Then, suddenly, another loud roar was heard and before Barricade could react, a white tiger jumped from a rock down onto the newly born Predacon. Barricade managed to throw the tiger off, but the tiger was not backing down. It growled angrily at Barricade as the Predacon stood his ground.

"Tigatron, maximize!" shouted the tiger and it went from tiger to robot, firing his gun at Barricade wildly. Barricade attempted to strike at Tigatron, but the tiger was crafty and kept right on firing.

Then, all of a sudden, the sounds of cawing were heard as a Peregrine Falcon flew down towards them. Shining Armor and several guards looked up weakly as the falcon flew down as fast as it's wings could carry it.

"Air Razor, maximize!" the falcon called in a female voice and transforming into a robot, she fired several blasts at Barricade and realizing that he was outmatched, Barricade made a hasty retreat, converting back to a triceratops.

Once the Predacon was gone, Shining Armor looked weakly at his rescuers.

"Who…are you?" he asked. "Are you like…like…?"

"No," answered Tigatron, lifting Shining Armor up out of the snow. "We are nothing like that Predacon. We are Maximals, so you are safe. Where are you from?"

"The Crystal…Empire," gasped Shining Armor weakly before falling unconscious.

"We've got to get him to safety," cried Air Razor. "Can the rest of you make it on foot?"

Most of the guards replied they could and so, they all began to make their way towards the Crystal Empire. However, they were being watched from a figure that was hiding behind a rock.

"Well, well, well," said the figure. "Guess I'm not the only one to come back from the dead along with my servant, Barricade. Soon, I will have Megatron, the Maximals and these four-legged creatures disposed of and I, Tarantulas, will be alone at the top."

The former Predacon lieutenant laughed evilly as he set own plans in motion…

Chapter 7: "A Ton of Questions to Be Asked"

Following the attack by Barricade, Tigatron and Air Razor brought Shining Armor and his platoon back to the Crystal Empire. The Empire was on lockdown so the thought of scaring anypony was far from the minds of the two Maximal lovers.

"What a wondrous place," whispered Tigatron as he admired the surrounding of the Crystal Empire. "It almost reminds of me of a place of paradise that I have yet to see."

"This…is…the Crystal Empire," groaned Shining Armor, weakly. "A…place that…has…been…through enough. Take me to the throne room. My wife is probably worried about me."

"What is he talking about?" wondered Air Razor.

"I'm not sure," answered Tigatron. "But, it seems to me we are going to find out."

A pair of Crystal guardsponies came forward and took Shining Armor from Tigatron's grip. Then, with Tigatron and Air Razor following them, they made their way towards the throne room. Upon seeing her husband, Cadence let out a sharp cry and ran over to her injured husband.

"Shining, what happened?!"

"We…we were attacked by the creature," groaned Shining Armor. "It…was a triceratops that transformed."

Cadence looked up at Tigatron and Air Razor with compassionate eyes, wondering how such a thing could have happened to her husband.

"A triceratops? But…but aren't they extinct?" stammered Cadence trying to get answers.

"Yes," answered Tigatron. "But, what attacked your husband had the ability to assume the body of a triceratops to protect himself from Energon buildup. I am Tigatron and this is Air Razor and we are Maximals."

"Maximals?"

"The descendants of the Autobots, our ancestors from the planet Cybertron."

Cadence could only show off confusion and worry at the same time. In her mind, there was no justification or a second thought in her mind that this was all but related to the message she got from Canterlot.

"There are plenty more questions to be answered," she sighed. "But, thank you for saving my husband's life."

"We don't let others die such horrible deaths," said Tigatron. "If you want, Air Razor and I can stay here and provide you protection."

"That would be very nice of you," answered Cadence, who motioned for a pair of attendants to take Shining Armor to be tended for his injuries.

Once Shining Armor was removed, Cadence then returned to her throne and sat down in deep thought. Several other ponies were also in the room, awaiting Cadence's next orders.

"Your highness," said a high ranking pony. "Shall we extend the Lock Down or not?"

"Perhaps for a few more hours," replied Cadence. "I want to make sure that the triceratops that attacked Shining Armor and his platoon does not have any accomplices and if he is perhaps related to the dragon that attacked Princess Ember."

"Dragon?" wondered Tigatron, who knew that there was only one dragon of grave concern. "It couldn't be."

"Megatron," said Air Razor. "Could it maybe perhaps he…?"

It was important for Tigatron and Air Razor to remember that they had once been the fused creature Tigerhawk and had only faced off against Megatron once before being destroyed by the Decepticon warship, Nemesis.

"I am not sure, Air Razor," replied Tigatron. "Still, we need to be on our guard to protect this pony and her subjects. Beast mode."

Transforming back into their beast modes, Tigatron and Air Razor left the throne room as they began their patrols around the empire. Once they were gone, Cadence went about writing a note to Canterlot about what had just happened.

…

It was just after Celestia had lowered the sun did she receive the note her niece had sent. Waspinator had returned to Canterlot and was now wondering what the next steps would be.

"Waspinator," she asked, turning over to the ex-Predacon. "Are you familiar with the creature known as Barricade?"

"Waspinator knows Barricade all too well, Princess Celestia," he replied. "He is a mean three horn. You don't want to mess with him."

"Indeed," sighed Celestia, putting the note down on her desk. "It seems to me that what happened in the Crystal Empire and in the Everfree Forest is somewhat connected. If there are more of your kind out there, Waspinator, then I am afraid we may have to face facts. A war has come to Equestria. Are there any of your kind who are not evil?"

"Oh, yes, Maximals. Waspinator once enemies with them, but not anymore."

Realizing that there was hope after all, Celestia then drew up a motion to bring the Maximals to Canterlot so that she could speak with them. But, there was one other question she needed to ask Waspinator.

"Now, there is one other question that I must ask you, Waspinator," she said. "What forms do the Maximals take on?"

"Well let's see, Waspinator knows that they transform into monkey, cats, rats, doggies."

"So, mammal forms," she remarked. "We know now about who they are disguised as. But, I can't learn about them more unless they are present. Waspinator, I need you to bring them to me, whoever they are."

Waspinator gulped nervously at this request. All his life, he had been a decoy, but this was something that needed to be done.

…

Later that night, back at the castle, Optimus and the other Maximals had reconvened, however there was a ton of questions to be asked.

"Rodimus," asked Optimus. "So, your spark has managed to survive after all this time? I thought that I lost you forever in the War for Cybertron."

"My body was destroyed, but my spark survived," answered Rodimus. "It was my spark that Megatron was after while he was in space. The only way that could evade capture was to come to this planet and take on the body of this lion."

"That also explains the same for Dinobot," said Optimus, looking over at the former Predacon turned Maximal.

"Of course," remarked Dinobot. "Megatron was after my spark as well, more than likely wanting me to rejoin the Predacons. However, I don't consider myself a Predacon anymore, not after saving all those humans."

"Glad to hear you think that way, chopper face," replied Rattrap, sitting back in one of the two thrones. "But, I can't help but wonder what scale breath has plans with the sparks."

"There is no question," interjected Rhinox, as he looked at the two stasis pods that had yet to be revealed. "That Megatron is trying to build a Predacon army to conquer this land and make it a Predacon army. I have a feeling that this is a sign that the Beast Wars are going to continue until Megatron is the victor, just like he said he would."

"Then, why don't we just find Megatron and lay down justice on him?" suggested Cheetor.

"Don't be crazy, young Maximal," snapped Rodimus, giving Cheetor a cold hard stare. "That is exactly what Megatron would be wanting you all to do. No, you all know that this will take time. Plenty of time, until every Predacon is either captured or destroyed. The Maximals must destroy the Predacons once and for all."

Just then, they saw one of the pods begin to vibrate wildly and watching in amazement, the pod opened and out came a brown bat flying in front of the Maximals.

"I agree with you, Rodimus," the bat said. "Nightscream, Maximize!"

And the bat transformed from beast to robot, landing on his feet with a loud thud.

"Oh, boy, another Maximal to join our ranks," remarked Rattrap. "Hey kid, you might need to think about sleeping outside. We may not have room in here."

"Shut up, Rattrap," ordered Optimus, turning back towards the newly born Maximal. "Please excuse him, Nightscream. I am…"

"Optimus Primal, I know who you are," interrupted the bat. "You don't need to ask me twice. Like Rodimus, my spark was also targeted by Megatron and I think that, we need to form an alliance with the creatures of this land."

"And how do you propose that?" asked Rhinox.

But before Rhinox could answer, the sounds of buzzing were heard and the Maximals looked to see Waspinator flying right outside the castle window. Just as the Maximals could transform to robot mode, the doors flung open and a group of guardsponies came into the castle.

"Are you the Maximals?" one of the guards asked.

"We are," answered Optimus. "One does not just barge in without explanation. What is it that you want?"

"Our leader, Princess Celestia, wishes to speak to all of you. Please follow us."

Motioning for Optimus and the Maximals to follow Waspinator and the guards, Rodimus led them out of the castle and towards Canterlot where Princess Celestia and Princess Luna would soon meet the Maximals face to face.

…

Elsewhere, in the caves above Ponyville, Megatron and his fellow Predacons were planning their next move…

Chapter 8: "When Princesses Meet Transformers"

"Idiots! I am surrounded by complete idiots!" cried Megatron, angrily as he stormed in front of his Predacon warriors. "Unable to destroy an inhabitant of this land to make our prescense known!"

"But, royalty," protested Inferno. "The Maximals…"

"…have come for me. That is obvious, Inferno," interrupted Megatron. "What we need to do is to increase our forces. When I escaped from the Maximals' captivity, I managed to recover a dozen sparks from the Earth's atmosphere."

Megatron then showed off the dozen sparks that were contained inside a dozen spheres.

"And what you are about to see my loyal warriors," explained Megatron. "Is that an army of Predacons will defeat the Maximals once and for all as well as give us this land as a Predacon colony. Why with these sparks, I can resurrect the Predacons that fought alongside us in the war for Cybertron. But, there is one Predacon that I must bring back."

Megatron then turned over towards a spark that was in a black sphere. All of the Predacons could see that it was a spark that was hungry for life, hungry to be reborn.

"Yes," chuckled Megatron, evilly. "Hungry again for life, aren't we?"

The rest of the Predacons watched as Megatron removed the cap of the sphere and the spark flew out, hastily flying out of the container, nearly flying into Quickstrike, who managed to get out of the way. The spark then proceeded to form into a creature made entirely of skeleton, a skeleton of a velociraptor.

"Hopefully this time, Transmetal 2 Dinobot," said Megatron. "You remember whom you serve."

The Dinobot clone let out a loud roar as he transformed from beast to robot, his one laser eye moving around the cave.

"And I am sure that you remember the rest of your comrades," remarked Megatron. "Surely you remember Inferno and Quickstrike."

"Yeah, the bot that incinerated us," muttered Quickstrike, but his mutters did not go unnoticed.

"What did you say?" asked Megatron, glaring at the scorpion/cobra fuzor, which caused him to back away nervously.

"Uh, nothing," whimpered Quickstrike. "Nothing, just saying something to myself, boss."

"Furthermore," sighed Megatron. "You have two new comrades to work with, Dinobot II. Meet Shockwave and Soundwave."

"I like you," chuckled Soundwave, his broken screen taking a picture of the diabolical monster clone of Dinobot. "You share the same desire as me."

Hearing this, Dinobot II laughed at the remark that Soundwave had made.

"Now then, Dinobot II," said Megatron, getting back to the business at hand. "What you are on is a land that is quite different from the land the Beast Wars were fought on. What we are here for is…how should I say it… something of tremendous value in an effort to restore Cybertron according to our vision. But, in order to do that, we need slaves and these four legged creatures seem like the perfect choice. But in order to gain the work of these creatures, we need to collect them, every single one of them. I know that there are stasis pods around this land. I need you to track them down, Dinobot II."

Dinobot II smiled at this order as he listened.

"Furthermore, there is one other thing to keep in mind," continued Megatron. "If the Maximals attack you, don't let them intimidate you for their Transmetal bodies are gone and thus, they are nothing more than weak animals. So, slag them if necessary. And if you see any of these four legged creatures, bring them back here to me. Now go!"

"As you command," snarled Dinobot II and he darted out of the cave and into the Everfree Forest.

"Royalty, someone should accompany him," cautioned Inferno. "Send me with him."

"Not quite, Inferno," replied Megatron, looking over towards another black sphere containing half of a spark. "I have Dinobot II's half-brother just waiting to come back to life, but this time, he will learn just who is in charge here."

…

Meanwhile, Optimus and the rest of the Maximals spent the rest of the night following the royal guardsponies and Waspinator back towards Canterlot Castle. Once dawn had come up, they passed through the gates of Canterlot Castle.

"What a magnificent place!" gasped Silverbolt, taking in all that they were seeing. "A place similar to Cybertron…isn't it?"

"Eh, we're nothing more than houseguests, Bird Dog," yawned Rattrap. "And this houseguest needs some shuteye."

"Not until we find out what is going on," said Optimus. "Perhaps whoever we are being led to knows of Megatron's whereabouts."

Stepping up to the doors leading to the throne room, Optimus took a deep breath, not knowing what to expect. The doors then opened, revealing the hallway with the stained glass windows depicting some of the most important events in Equestria's history.

"Check it out!" gasped Cheetor, taking in the sights of the hallway. "Talk about living it large!"

"Nothing more basic than this," remarked Nightscream. "We had nothing like this back on Cybertron. If only the Preds didn't poison Cybertron into what it is now."

"Once we recapture Megatron," said Rhinox. "I am sure that the Maximal elders will want to do something about giving a place of honor for Cybertron's accomplishments."

"Wonder who this weirdo is."

The Maximals then turned to see Rattrap looking up at a stained glass window depicting one of the two defeats of the former enemy of Equestria, Discord.

"Seems to me like he got his beast modes screwed up or something," he laughed.

"Rattrap, come on," said Optimus, a hint of impatience in his voice. "Let's just focus on the task at hand, all right?"

Standing at the doors of the throne room, the Maximals watched as the guards opened the doors and there standing at her throne was Princess Celestia along with her sister, Princess Luna along with Twilight Sparkle and her friends as well as Princess Ember.

"Waspinator brought Maximals to you, Princess," said Waspinator as he flew over to the princesses' side.

"Um, they look like ordinary animals," whispered Fluttershy to Rainbow Dash. "I think they just got displaced or something."

"Let's just wait and see," replied Rainbow Dash to her fellow Pegasi.

Stepping forward, the Maximals looked up at the Princesses and saying their activation codes, they all went from their Beast modes to their Robot modes. Optimus then stepped forward and bowed towards the princesses.

"I am Princess Celestia," said Celestia, stepping down towards Optimus. "Benevolent and supreme ruler of the Kingdom of Equestria. This is my sister and co-ruler, Princess Luna and my most faithful student, Princess Twilight Sparkle. You may rise."

"Princesses," said Optimus, acknowledging Celestia as well as Luna and Twilight. "I am Optimus Primal, leader of the Maximals, a race of robotic warriors from the planet Cybertron and descendants of the Autobots. We have come seeking Megatron, the leader of our enemies, the Predacons, who was seen on this land."

"Yes, that is what I summoned you," said Celestia. "Recently, Equestria's Dragon Lord, Princess Ember was attacked by a creature that transformed from Dragon to a creature similar to yours."

"Yeah," added Pinkie Pie. "A dragon that was quite the party popper, wasn't he, Ember?"

"If you say so," she muttered, folding her arms and looking away. "He nearly killed me."

"Then, where is he?" asked Rhinox.

"How should I know?" remarked Ember, looking over towards the Maximals. "He knocked me out cold when I tried to find out who he was?"

"Uh, don't your scales in a bunch," said Rattrap, walking over to Ember. "Name's Rattrap, demolition expert for the Maximals, by the way."

"Excuse him, Princesses," said Optimus, trying to ignore Rattrap's inappropriate behavior. "This is Rhinox, second-in-command of our group as well as our technical advisor."

"Hello, nice to meet you."

"My Patrol scout, Cheetor."

"Ever need a problem, I am on it quick, Princesses," said Cheetor, respectfully. "You can certainly trust this cat."

"Our combat specialists, Dinobot and Blackarachina, who are also former Predacons."

Both Dinobot and Blackarachnia gave each other looks as this was the first time after all, that they were working together. Still, Optimus continued introducing his troops to the rulers of Equestria.

"Our Aerial Assault officers, Silverbolt and Nightscream."

"Hmm, this place certainly smells different than the castle we have been staying in," remarked Silverbolt, who was taking a liking to Canterlot Castle.

"And I am sure you know who Waspinator is," finished Optimus. "Clearly he no longer works for Megatron."

"I do not, Optimus Primal," he replied as he flew between Celestia and Luna. "Waspinator is finding himself quite content with Princess sisters."

Knowing that it was possible Waspinator was really spying for Megatron, Optimus remained on the task at hand.

"Well, you must be the strange folks that saved my brother, Big MacIntosh," said Applejack, walking up to Optimus. "Thanks for doing so."

"The honor is ours," said Optimus, who then beckoned for his brother to come forward. "Furthermore, this is my brother, Rodimus Primal, co-leader of the Maximals and hero of the war on Cybertron."

Almost immediately, Celestia and Luna took careful notice of the two Maximal brothers. Both of them knew that they had a connection, but it wouldn't be revealed now.

"It seems to me, Optimus Primal," said Celestia. "That there is so much we need to understand about each other. What happened in the Everfree Forest was a sign that we must join forces to defeat the one who attacked Princess Ember."

"Indeed," replied Optimus. "We must join forces to defeat Megatron and bring him to justice once and for all."

"And so we shall," added Luna as she and Celestia began to activate a large map of Equestria, preparing to draw up the plans for the continuation of the Beast Wars…in Equestria.

…

Elsewhere, a klutzy gray Pegasus pony with a blonde mane and tail was making her way out of Ponyville, but was being carefully watched by Dinobot II. Before the Pegasus pony could react however, Dinobot II leapt towards the Pegasus pony and tackled her to the ground, knocking her unconscious at the same time.

Chapter 9: "Only the Beginning of a War"

So, the gauntlet had been cast, a war was about to begin in Equestria, only this time it was the continuation of a war that had begun on Prehistoric Earth. To the Maximals, they didn't want to bring their war with the Predacons to this land, but they saw little choice. Megatron was no different than any Predacon criminal that they have faced before.

"This is the map of Equestria," explained Celestia. "As you can see, they are several towns and cities that are more than prone to attack from your enemies. The dragon known as Megatron may try to hide in these areas."

"More than likely, but I don't think Megatron is that stupid," remarked Rhinox. "Do you agree, Optimus?"

"Yes," replied Optimus. "But, knowing Megatron, he's probably not intending to hide. I feel he escaped to this land for a reason."

"Eh, I suppose he probably thinks this is a much better than say, uh, Cybertron," muttered Rattrap. "I mean, if there are other dragons here, he'll probably want to uh…become lovers with one."

Of course, they all had to remember that the only female dragon Megatron ever encountered was nearly killed by him.

"Not likely," said Twilight, looking over at Optimus. "We know all too well that our enemies seek our magic, regardless of pony type, for their own benefit. I feel that this Megatron character is just another one of those enemies."

"You are correct, Twilight," interjected Celestia. "And we cannot take any chances. We already have Ponyville aware of the situation at hand. Now, we need the rest of Equestria to take note. Optimus, could it be possible that you all spread out to defend the different parts of Equestria?"

Optimus considered the matter for a moment and after a few minutes, he gave his answer.

"It's very likely we can, Princess Celestia. But, I think we need to grow our forces more. There were so many stasis pods that landed here that the Predacons will more than likely be after."

"You do have a point there," said Pinkie Pie, looking over at Optimus. "Plus, you will need some Party cannons as arsenal."

She then produced a Party cannon and fired it, sending confetti and other party material into the air.

"Um…yes," muttered Optimus, ignoring Pinkie Pie's suggestion. "Your suggestion seems…thoughtful, but the Predacons will not falter for your idea. As we speak, there are probably more than those Predacons we saw attack that pony. If the Predacons are planning to grow their forces, then so should we."

"I agree with big bot," said Cheetor. "The Predacons are bound to find not just the stasis pods, but I think that they are targeting you guys at random. The last thing we want is for more ponies to be targeted."

As they were speaking, Luna began to wonder about a different part of Equestria.

"What about Princess Cadence and Shining Armor?" she wondered, looking over to Celestia. "I wonder if they had gotten our message about these Barbarians?"

But before Celestia could answer, the doors of the throne room flung open and a guardspony came running in.

"Your highnesses," he said, bowing and panting wildly. "There has been an attack in the Crystal Empire."

A series of shocked gasps played out from the ponies upon hearing these words. Optimus then crossed his optical sensors in shock.

"What kind of an attack?" asked Celestia, her voice dead serious.

"A triceratops turned robot," answered the guardspony. "He called himself 'Barricade' and attacked Prince Armor and his forces."

Twilight then stepped forward, her face filled with worry knowing that her brother had been attacked.

"How is my brother?" she demanded to the guardspony.

"He's fine, but suffered some broken bones," answered the guardspony. "Thankfully, a pair of robots were there to save him. One of them was a tiger and the other was a falcon."

Both Optimus and Rhinox gave one another a pair of glances upon hearing this.

"Impossible," remarked Optimus. "Tigatron and Air Razor are alive? But, they were Tigerhawk…I mean…could they?"

"If they are alive then they are alive," said Rhinox. "It seems that either their sparks managed to escape Megatron's wrath or that there were stasis pods in that area."

"Where is this Crystal Empire?" asked Optimus to Celestia.

"Right here," answered Celestia, pointing to the empire on the map. "To the north of here in the most Northern part of Equestria."

"Then, I think we need to see to them and provide support," said Optimus, firmly. "Silverbolt, Blackarachnia, I'm sending you to where Tigatron and Air Razor are. I need you to provide support for them in case the Predacon known as Barricade attacks again."

"You can count on us, Optimus," said Silverbolt, testing out his eagle wings again. "My wings should be able to allow me to fly again. Hope on, my love."

Blackarachnia hopped onto Silverbolt's back and the two of them took to the air, flying out of the throne room.

"There is something else you need to understand," added the guardspony, once again getting the attention of all present. "A pony has been captured by a creature made entirely of skeleton."

"What kind of a creature?" asked Celestia hastily and firmly glaring at the guardspony. "Tell me, who!"

"Chopper face's clone," said Rattrap, looking over at Dinobot. "Your clone is on the loose there, Chopper face."

"Then, he shall suffer my wrath once more," cried Dinobot, taking out his sword and raising it into the air. "I swear that he will."

"Hold on there, Dinobot," said Optimus. "This is not the clone that you fought and skinned last time. It's a transmetal 2 clone of you meant to serve only Megatron. It would be extremely foolish of you to try and face him alone. Rattrap, go with Dinobot and see if you can find where this pony is."

"Gotcha, Optimus," replied Rattrap, transforming back into a rat. "Come on, Chopper Face."

Knowing that he was going to have to put up with Rattrap once again, Dinobot saluted his fellow Maximals before leaving the throne room.

"The rest of us will scout to see if there are any more stasis pods that can be recovered," said Optimus. "We will be back soon and until then, make sure every one of your subjects is accounted for. Maximals, move out!"

So, the Maximals left the throne room and soon, only the ponies were left alone.

"What do we do now?" asked Rainbow Dash.

"Spread our warning about the Predacons throughout Equestria, I suppose," sighed Twilight. "Guess we should start now, Princess Celestia."

Celestia nodded and Twilight and her friends left the throne room, leaving Celestia, Luna, the guardspony and Waspinator alone.

…

Meanwhile, Dinobot II returned to the cave with the unconscious captured Pegasus pony along with several more stasis pods.

"Very impressive find, Dinobot," remarked Megatron. "And you've brought along a guest. Fortunately, I can make use of this particular pony not as a slave, but as one of us."

Taking the captured pony to a Predacon made restoration chamber, Megatron slammed the door and then turned his attention over to a stasis pod along with the sphere containing half of a spark.

"Now watch as I bring back to life, half of the very core of a nightmare!" cried Megatron as he activated the switch that turned the chamber on and after a few moments, the door opened and out came a black king crab with orange claws. The creature let out a loud cry as he advanced towards Megatron.

"Royalty," remarked Inferno. "He looks familiar, yet I don't think he's…"

"Yes, sub-commander," interrupted Megatron. "But, it appears that he won't have the option of disobeying me again."

"Bludgeon, terrorize!" roared the creature and he transformed to a robot mode that was just like the former Predacon, Rampage, but with different colors.

"It works!" laughed Megatron. "It works! Don't you see my loyal Predacons? There are other ways we can create loyal servants out of these four legged creatures into Predacons!"

And they all laughed evilly, wondering which ponies would be next to end up like the klutzy Pegasus pony…

Chapter 10: "The Wrath of Jetstorm"

he news that a pony had been kidnapped by the Predacons had sent shockwaves throughout the nearby towns of Equestria. It was now becoming more and more obvious of the growing threat that the Predacons were imposing.

"Are you sure that this where the pony was kidnapped?" Twilight asked Mayor Mare. "Right at this spot."

"Yes, Twilight," answered Mayor Mare. "According to a witness, the creature jumped out of the bushes and tackled the pony to the ground. It was so fast, that the witness couldn't make it out what it was. But, from what I hear, is that the creature was made out entirely of bones."

"But, I thought only bones could be found after creatures die," wondered Rainbow Dash.

"These aren't just your ordinary bones, Rainbow Dash," remarked Applejack. "Something is up here and I think that the ones who attacked my brother might have had something to do with this."

"Where did they say the creature went?" asked Twilight again.

"Towards the Everfree forest and up a neighboring mountaintop," said Mayor Mare. "We don't know what is up there and I for one, am not certain if we should even try an attempt a rescue mission. This is something for a higher power to deal with."

Of course, Twilight would normally be disgusted at this, but in this situation, she was forgiving of Mayor Mare.

"I can have myself and the Wonderbolts search other parts of Equestria," suggested Rainbow Dash. "The creature might have gone to a different part of Equestria and where it may have gone, so did the pony."

"In any case, we need to continue beefing up security around here until the threat is neutralized," suggested Applejack. "If those clowns come after my family again…"

But, before Applejack could finish her sentence, Twilight heard a buzzing noise coming from the Everfree Forest and went over to investigate. Just as she got to the edge, however, the buzzing stopped.

"Twilight, what is it?" asked Rainbow Dash.

"I'm not sure, but it seemed like a buzzing noise. I'd better check it out, the rest of you, wait here."

"Are you nuts, Twilight?" cried Rainbow Dash, landing in front of her. "We are dealing with creatures beyond our imagination and you are just willing to waltz into the Everfree Forest by yourself?"

"We've faced this kind of danger before, Rainbow Dash," replied Twilight.

"But, this is different, Twilight! These are creatures that are not even from around here and they are kidnapping ponies. Who knows if you might be next? Equestria can't survive without its princess of friendship! Look, all I'm saying is that we go investigate together. I'm telling you this not just as a wonderbolt, but as a loyal friend!"

Twilight sighed and reluctantly motioned for her friends, including the nervous and timid Fluttershy, to join her. But she knew that by doing so, she was engulfing them in the potential danger that was hiding in the Everfree Forest. Just as they started to get into the Everfree Forest, they heard the buzzing again.

"Listen!" cried Twilight in a hushed voice. "There it is again! Keep your eyes open!"

So they kept their eyes open and once again, nothing was heard. No sooner did they take their eyes off, did the buzzing happen again. Finally, emerging from a clearing was a large green dragonfly.

"EWWW! GROSS, GROSS, GROSS!" screamed Rarity. "A disgusting bug!"

"Right you are," laughed the dragonfly in a cool biker voice. "But, a fine bug at best! In which case, Jetstorm, terrorize!"

And the dragonfly transformed into a robot mode similar to Waspinator's, but was more uglier and scarier. Twilight aimed her horn at the creature, ready to fire blasts of her alicorn magic at it. However, Jetstorm was more craftier and fired several missile blasts from his hips at the ponies. Thankfully, Twilight managed to shield her friends with a protection spell.

"Fall back!" cried Twilight and her friends ran back and out of the Everfree Forest while Twilight and the newly born Predacon briefly clashed before retreating. But, just before Twilight could escape, Jetstorm fired another blast that sent her flying out.

"You okay, sugar cube?" cried Applejack as she and Pinkie helped Twilight to her feet.

"Yeah, I'm fine," groaned Twilight. "We couldn't fight him so easily, girls. I had to pull us out. As far as I am concerned, these creatures are bent on targeting unsuspecting ponies and we need to be on our guard."

"On our guard is one thing," said Rainbow Dash. "How to confront them is another thing. Didn't Optimus say that there was a stasis pod or something like that nearby?"

"Yes, he did say that," remarked Pinkie Pie, putting on a detective hat and holding a magnifying glass. "And we'd better find that pod! Follow me!"

So, Pinkie led the ponies in search of the pod that Jetstorm had come from. It didn't take long for the ponies to find the pod, located on the edge of the forest and the top of the pod was opened. They then looked closer at the pod and discovered the Predacon symbol on the small computer screen.

"Something tells me that this pod was tampered with," suggested Applejack, remembering the Predacon symbol that was on Waspinator. "I can reckon that the Maximals and those so called Predacons have different symbols and this is the symbol of the Predacons."

"Applejack's right," said Twilight. "I do have a feeling that the symbols will tell the difference between Maximal and Predacon. The Maximal symbol has a timber wolf head and the Predacon symbol has a bug head."

"The difference between symbols is one thing," replied Rainbow Dash. "But, there is much more to this than meets the eye. We need to take this pod back to Canterlot and have the Maximals look at it."

Taking this advice to heart, Twilight and Rarity levitated the pod and the ponies took it away and back to Canterlot.

…

Elsewhere, Jetstorm was flying back towards the Crystal Empire and towards a snowbound cave on the edge of the Empire. Landing, he walked into the cave and saw the Predacon lieutenant, Tarantulas, waiting for him along with Barricade.

"Ah, you've returned," he laughed. "I see you have tested your might against the inhabitants of this land. Did you succeed?"

"I did, but I didn't destroy them, Tarantulas," replied Jetstorm. "They ran off before I could finish them."

"Then why didn't you capture them or destroy them?" asked Tarantulas crossly, looking at Jetstorm right in the face. "Don't you see that another way of returning a Predacon to life is with a living host? Go back there and bring a living host to me!"

"But, those two Maximals are out there, Tarantulas," cautioned Barricade. "Tigatron and Air Razor."

"They won't be much of a threat since they are the only two Maximals out there," remarked Tarantulas, walking over towards a small collection of bugs that were in a small cage. "Besides, what harm could these ponies possess against us? They are nothing more than those disgusting protohumans on pre-historic Earth. Nevertheless, they and Megatron along with the Maximals will bow before me in due time. Both of you go into the Empire and bring me a pony host. I want another one of our forces brought to life before this day is finished! Now go!"

Doing as they were told, Jetstorm and Barricade went into Beast mode and proceeded to find ponies for Tarantulas to use to bring his collection of Predacon wannabes to life.

"Soon, Megatron," he thought to himself. "I will be taking over and you, well, will not be around to tell the tale."

Chapter 11: "Time is of the Essence"

Hauling the empty pod back to Canterlot, Twilight and her friends struggled mightily as the heavy pod made it nearly impossible.

"What's the use of carrying this thing?" whined Rarity as they made it to the Canterlot gates. "It's obvious the only way this thing is going to be useful is at a funeral."

"Quit your whining, you don't have far to go, you know," remarked Rainbow Dash. "Besides we need to understand more about this pod if we are to have a chance against who knows what?"

"Either way that dragonfly more than likely came from this pod," grunted Twilight, the weight of the pod making her struggle to carry it. "We need to find…if there are any more…of these out there. What's even in here, anyway?"

Putting the pod down, Twilight opened the pod and saw an unexpected passenger inside.

"Pinkie, this is no time to take a nap," she ordered. "Get out of there!"

"Hey, I wanted to be a vampire pony, Twilight," replied Pinkie as she climbed out of the pod. "This would make quite the coffin for Nightmare Night coming up."

Rolling her eyes, Twilight and Rarity went back to hauling the pod towards Canterlot castle, where Rhinox was waiting for them. He had chosen to stay behind in Canterlot to examine any pods that were to be found.

"We've found the pod at the edge of the forest, Rhinox," sighed Twilight. "Seems to me that's where a Predacon we faced came from."

"I will need to see if it was a Maximal protoform to begin with," said Rhinox. "One of things that Megatron does is finding Pods with Maximal protoforms and reprogram them into Predacons."

"How long will it take?"

"Not very long, hopefully," sighed Rhinox, shrugging his shoulders. "If it was a Maximal protoform, then we need to find them all before Megatron does."

Taking the pod, Rhinox dragged it away from Twilight and the others. Now, all they could do was wait for any news. The hours ticked by and still there was nothing from Rhinox.

"I feel that he is going to be a while," sighed Twilight, clearly showing her exhaustion. "Why don't you all go back to Ponyville for a while and get some rest?"

"With more of those ghastly creatures running around?" cried Rarity. "Not for all the jewels in Equestria. We're staying right here! Besides, Optimus and the rest of the Maximals should be back with more of those things soon. Let's leave it to them."

"I suppose you are right."

So, they all continue to wait and a few moments later, Rhinox came back up with news.

"Well," he explained. "I've looked at the pod closely and it appears that it was indeed tampered with. It seems to me that Megatron is not the only one seeking these pods."

"What are you saying, partner?" asked Applejack, thinking back to when Big MacIntosh was attacked.

"I'm saying that there is another high ranking Predacon that is also seeking these pods," answered Rhinox. "Someone other than Megatron."

"Someone other than Megatron?" pondered Twilight. "But, who could it be?"

"Tarantulas," sighed Rhinox quietly and to himself.

…

Meanwhile, Rattrap and Dinobot were attempting to be hot on the trail for Dinobot II.

"So, uh, Chopper Face," asked Rattrap. "What made you decide to come back from the dead, if you don't mind my asking?"

"Didn't I tell you, vermin," answered Dinobot in a growling voice. "That Megatron was after my spark? I couldn't rest in peace as long he was out there after me. That's why I came here to this uncharted land, because I sensed that no Predacon could come here."

"Easy for you to say there, Chopper face," chuckled Rattrap. "We've got four legged creatures disappearing left and right along with stasis pods being scattered all over the place along with a clone of you running around with no birthday suit on."

This made Dinobot stop in his tracks insulted.

"Excuse me?" he growled, turning towards Rattrap. "Was that meant to be a joke, you disgusting rodent?"

"No, I'm just saying that no one should be running around with being covered," answered Rattrap, meekly. "There are certain parts that…"

But before Rattrap could go into more detail, a loud scream was heard and the two Maximals raced to the source of the scream. They found the clone of Dinobot II cornering a pair of ponies, one green unicorn and one white pony.

"Stay away from us!" cried the green unicorn, her horn glowing. "Bon Bon, stay behind me!"

"Easy for you to say, Lyra!" she replied. "I'm scared."

"You will do nicely for Megatron," laughed Dinobot II, but before he could make a move on the two ponies. Dinobot fired a laser blast from his eyes and struck Dinobot II in the back, causing him to yelp out in pain.

"Claws off the ponies, naked head," said Rattrap, now in his robot mode and pointing his gun right at Dinobot II.

But, Dinobot II wasn't fazed and charged right at them only to be met by Dinobot who swung his sword right at his clone. The sword cut into the clone skin and now enraged, Dinobot II transformed and fired a laser blast from its eye. Lyra and Bon Bon watched as the two Dinobots duked it out. However, Rattrap had other ideas.

"Yo, everybody!" he whistled to Lyra and Bon Bon. "Out of the pool!"

Heeding Rattrap's call, the two pony friends left the scene and followed Rattrap to safety. Motioning for them to stay low, Rattrap went to aid his comrade in arms.

"Who is that thing, Lyra?" whimpered Bon Bon.

"I…I don't…I don't know," cried Lyra, who wasn't scared as she was more confused. All that they could do was watch as Rattrap and Dinobot fought off Dinobot II. Finally, the creature was exhausted and outmatched from the combined strength of the Maximals and retreated.

"He won't be bothering you anymore, sisters," said Rattrap. "You can come out now."

"Thanks for saving us," replied Bon Bon. "But, who are you and why did you save us?"

"We're Maximals, we don't let anyone get turned into slag, if you get my drift."

"You'll have to excuse him," said Dinobot. "He's very inconsiderate of others sometimes."

"Hey!" remarked Rattrap. "I really mean it."

"Either way, you should go back to where you came from and hide until these threats are neutralized," cautioned Dinobot. "Go! Now!"

Lyra and Bon Bon turned to leave and returned towards Ponyville. Once they were gone, Dinobot then turned towards Rattrap.

"Guess we should tell Fearless Leader that Dinobot II is alive and well," said Rattrap. "But, at least this time, we can tell who is the real Dinobot and who is the fake. Based on smell of course."

Rattrap knew he was being sarcastic, but Dinobot knew his comrade all too well to realize that. Still, with Lyra and Bon Bon safe, they made their way back to Canterlot.

…

Meanwhile, Silverbolt and Blackarachnia arrived in the Crystal Empire now with increased guards as a result of the attack by Barricade.

"Certainly looks no different," said Silverbolt, who suddenly felt his still injured wing give way. "HANG ON, MY LOVE!"

Before Blackarachnia could hit the ground, she immediately transformed, landing on her own two feet. Silverbolt wasn't as lucky and crash landed as terrified crystal ponies watched in shock and fear from the safety of their homes. Before Silverbolt could get up however, the Crystal guards immediately surrounded him and Blackarachnia, pointing their spears right at them.

"We…come in peace?" asked Silverbolt, but the guards weren't convinced.

"On your feet," one of them barked to Silverbolt, glaring right at him. "Are you associated with the Triceratops? Answer us!"

"I don't know who or what you are talking about," cried Blackarachnia. "But, we mean you no harm!"

"SILENCE!" shouted another guard, poking his spear right at Blackarachnia's back. "Bring them to the Crystal Princess! She will deal with these trespassers and spies!"

"Trespassers?! We're not trespassers and we are not spies!" protested Silverbolt. "If you could just listen to us…"

Suddenly, a loud roar was heard and the guards looked behind them to see Tigatron, growling at them.

"Let them go," he said, quietly. "They mean you no harm. Do it, or you'll have to answer to me."

Doing as they were told, the guards backed down and Tigatron looked at the two Maximal lovers. Silverbolt looked back and began to wonder about something.

"That voice," thought Silverbolt. "Where have I heard it before?"

Chapter 12: "Perhaps, But its Economical"

"Are you certain that your clone is alive, Dinobot?" asked Megatron while repairs were made to Dinobot II. "That he lives again?"

"Affirmative," replied the clone, through the pains of his ongoing repairs. "He and that vermin friend of his halted my plans of bringing two more living hosts back to you. It seems that it will be impossible to consider another type of attack as long as…"

But, Megatron wasn't interested on listening anymore and silenced Dinobot II from saying another word.

"Never say anything is impossible my faithful servant," he interrupted, holding his dragon mouth in front of the clone. "For you see, there is always a Plan B after a Plan A, yes."

Megatron then turned to see Soundwave and Shockwave several dead bodies of large hulking creatures, hooking them up to a series of more stasis pods that had been recovered. Dinobot II looked at them with a confused expression on his face.

"But…they have been deceased, Megatron. How do you expect them to fight for you?"

"I have my ways of making anyone fight for me," answered Megatron. "For you see, according to research on this land, these creatures that are before you were loyal and fierce warriors of the conqueror, the Storm King. Their spirits have moved on, but their bodies remain, just waiting for the chance to be melted down into flesh for a transformer."

As Megatron spoke, Shockwave turned on the transformation driver and the energies from the driver melted the dead bodies down, the energies going into the stasis pods.

"But, most importantly," laughed Megatron. "It makes it more economical to just use bodies rather than waste time on finding stasis pods."

"But royalty," remarked Inferno as he flew in from another part of the cave. "Are you certain that we should do that? Leave the Maximals to obtain their comrades?"

"That is correct, Inferno. Like I said, its economical."

With a bright flash, the doors to the stasis pods opened and out came a goldenrod and dark brown bison, snorting as he came out. Megatron chuckled at the sight of the newly hatched Predacon.

"Terrashock, terrorize!" bellowed the bison and he transformed from beast to robot, before taking a knee to Megatron. "I am Terrashock and I pledge my service to you, Lord Megatron."

"And so you shall," chuckled Megatron in response. "Bring in the next host, Shockwave."

"As you command, Megatron," answered the Predacon scientist as he turned to see Soundwave bring in another corpse of the Storm King's army. "Hurry up, Soundwave! We mustn't keep our leader waiting!"

The Predacon Panther groaned as he hooked up the corpse and with another flip of the switch, the body was melted down and this time, a purple wolf stepped out of the pod, growling and snarling.

"And who might you be?" asked Megatron.

"Steeljaw, terrorize!" howled the wolf and transformed, doing the same thing as Terrashock. "I am Steeljaw, Predacon hunter dedicating my service to you, Lord Megatron."

"Excellent, my fine warrior. Now join your comrade in arms."

Saluting Megatron, Steeljaw did as he was told. As the hours ticked away, the Predacons worked around the clock bringing more and more dead servants of the Storm King in to become Predacons.

"Now, we have more than enough of you to launch a full scale assault," laughed Megatron, looking out amongst the legions of newly created Predacons. "But, its important for you all to understand that what you are purposed to do is to obey me and only me alone. We all have one purpose in mind and that is to restore Cybertron to its former glory…under Predacon rule! And in order to restore Cybertron, we have to have a work force to do the work and these four legged creatures are just the workforce we need!"

With those words, Megatron and the rest of the Predacons broke into laughter upon hearing this from their leader.

"However, we must prepare for the battle that is to come," said Megatron, quickly silencing them. "Spread out to the far reaches of this land and build your respective grounds. Once our strength reaches its full potential, we strike at the heart of this land, wherever it is! Now go!"

Spreading out, the army of Predacons dispersed and Megatron watched like a proud father over his sons.

"I think you see now," he said to the remaining Predacons that stayed behind including Terrashock and Steeljaw. "That I know dead bodies can prove useful, for this is what I expect the Maximals to be eventually!"

"Um, you know that these here pods can't work forever," cautioned Quickstrike, only to receive a glare from Megatron. "I…take that back."

"So, what do we do?" asked Inferno.

"Continue to grow our forces, of course," answered Megatron. "I want to have an army of so many Predacons that not even the Maximals nor the creatures of this land can overcome! This will soon be the climax of the Beast Wars!"

And Megatron once again laughed loudly for all his fellow Predacons to hear.

…

Meanwhile, Optimus and the rest of the Maximals returned to Canterlot with several stasis pods in tow.

"Optimus," asked Cheetor, panting heavily from pulling the stasis pod behind his back. "Do you think that these are all the pods that is out there?"

"To be honest, I'm not sure, Cheetor," answered Optimus. "But, we need to keep looking. If I know Megatron, he's probably at this very moment creating a large army to overpower us. We must be prepared at all costs."

"Easy for you to say," remarked Nightscream, putting down a stasis pod. "These Pods weigh a ton if you ask me!"

"They may be heavy, but they are our comrades who are at risk of being turned into Predacons," replied Optimus, wanting to stay true on what was really at stake. "And we can't let that happen, Nightscream."

Just then, Rattrap and Dinobot came towards them.

"Did you find the clone of Dinobot?"

"We did and he was about to have himself a taste of pony," answered Rattrap. "Fortunately, Chopper Face and I managed to save them. Besides, what would Megatron want with four legged ponies anyway?"

"To create an army of Predacons using both living and dead bodies," said Rhinox, who was standing in another room with Waspinator. "Yes, I know it seems hard to believe, but…"

"Say no more, Rhinox," interrupted Optimus. "But, we won't follow up with Megatron's sick method of bringing transformers to life. We know better than to treat all organic life forms with respect and honor."

"If that is all but true, Fearless Leader," remarked Rattrap. "Mega dip isn't going to listen to anything you have to say. I mean, who knows? He could be creating a clone of every one of us like Dino Dip here."

Rattrap's sarcastic manner led to a low growl from Dinobot, instantly telling him to shut his mouth up.

"And in inspecting the pod that Princess Twilight brought back to me," explained Rhinox. "I found something of deep importance that we also need to take note of."

"And what's that, Big Green?" asked Rattrap.

"That Megatron is not the only threat to keep an eye on. I have a feeling that Tarantulas might still be alive as well, hiding somewhere."

This made Cheetor feel very confused and bewildered, for he could remember witnessing Tarantulas being destroyed when he tried to extract the alien influence from Tigatron.

"Are you sure about that, Rhinox? Because I saw…"

"Yes, but remember also that Megatron was also after the sparks of the dead transformers who had died during the Beast Wars."

"Why would Megatron want to go after Tarantulas' spark?" wondered Optimus. "They never liked each other to begin with."

"Perhaps," said Rhinox. "But, Megatron has plans for Cybertron and this land according to his own rule and only time will tell if we can stop them from coming to fruition."

…

Chapter 13: "I Feel Like I Know You"

Tigratron watched with his gun drawn as the guards of the Crystal Empire slowly backed away from Silverbolt and Blackarachnia. But, while he was grateful that his life was spared, Silverbolt couldn't help but think that this particular Maximal was someone he had met long ago.

"They won't be harming you anymore," said Tigatron, lowering his weapon as Air Razor came flying in. "I'm sorry that had to happen to you."

"Um, thanks for helping us," replied Silverbolt, feeling slightly confused. "But, your voice…sounds familiar. Didn't you use to be…?"

"You mean we used to be," interrupted Air Razor, transforming from falcon to robot. "If you were wondering if we used to be Tigerhawk, then you are correct. Thank the Vok for doing so. But, the empire is on lockdown and we can't be out here. Tarantulas is threatening to attack the empire again."

Blackarachnia then turned and looked back towards the snow covered edges of the Crystal Empire. She knew that the Predacon that treated her more like a servant was alive once again and hellbent on targeting her as an act of revenge.

"Tarantulas is alive?" asked Silverbolt.

"And he is not alone," answered Tigatron. "He is being aided by another Predacon named Barricade. He was out here earlier today and attacked the co ruler of this empire. Air Razor and I have sworn to protect the rulers and their subjects from any more Predacon attacks."

"If there is anything we can do to help…"

"We could greatly use your help in patrolling the empire," remarked Air Razor. "There is no doubt that Tarantulas will attack again and we must be ready."

Hoping that he could transform, Silverbolt called out his transformation code and went from Fuzor Beast to robot mode.

"Blackarachnia, maximize!" called Blackarachnia, following her mate suit. However, hearing Blackarachnia call out the Maximal transformation code left Tigatron and Air Razor speechless. "Is something the matter? I no longer work for Megatron, you know."

"Uh, uh, yes," stammered Tigatron as he and Air Razor returned to their patrol.

"Not everyone is going to accept you as a Maximal right away," said Silverbolt as Blackarachnia stormed off in disgust.

…

Meanwhile, up in their bedroom, Shining Armor was being bedded due to his injuries while Cadence sat down with him.

"Who are these creatures and what do they want with us?"

"Shining Armor, I wish I could answer that for you, but I can't," sighed Cadence, stroking her husband's hoof. "But, all I know is that this is just another threat against us and against Equestria. What's more, this threat could have killed you, Shining Armor."

"Yeah," he winced, feeling a slight pain go throughout his body. "Had it not been for those two creatures, we would have indeed been killed. I guess what Princess Celestia said about these transforming creatures is indeed true, but I can't help but wonder if we have to…"

"Evacuate? I think we might have to if the threat grows larger. To be honest, I haven't been this scared since our wedding."

"Me too, Cadence," sighed Shining Armor, trying to look over at his wife. "Me too."

Just then, they heard a knock at the door and a Crystal Guardspony came in, handing what appeared to be a piece of parchment in his aura. Taking the parchment, Cadence read what was on it.

"Two more of the transforming creatures have come to aid the creatures already protecting the empire," Cadence read off of the scroll. "I'm not really sure how long that we can hold our ground from these creatures. Perhaps it would be best if we evacuate now before it is too late."

Sighing, Cadence threw the parchment on the floor in disgust.

"If only if it were that easy, Cadence," sighed Shining Armor. "I mean, we don't have a long lasting invisibility spell to protect us from these creatures. What's more, where could we go? Canterlot may be a last resort, but that's where the creatures will most likely target since it is the Capitol of Equestria."

"We may not have a choice, Shining Armor," retorted Cadence, her voice filled with frustration as she paced back and forth. "Canterlot may be the only option and Ponyville is right on the road to Canterlot, so whoever is protecting us will need to protect the road to Canterlot. Besides, where else would we go that would give us unlimited protection? No magic in Equestria will protect us from these creatures!"

In a fit of rage, Cadence slammed her hoof down hard on the floor and the echo rang out throughout the castle and out through the empire.

"I'm sorry, I," cried Cadence, collapsing into her husband's chest, several tears flowing down her face. "I just…don't know what to do, Shiny. I just don't know what to do."

"The only thing you can do is be strong, Cadence," he said, stroking her mane. "Be strong for our daughter, for our subjects, for me."

But, no matter what words of comfort her husband was trying to give her, Cadence couldn't erase the fear that was building up inside of her. Just then, they saw Air Razor flying into the room and transforming to her robot mode.

"Is everything all right?" she asked. "I heard a loud bang and…"

"It's all right," interrupted Cadence. "I'm sorry, I just have been going through some rough spots, that's all."

"We've all been going through rough spots," said Air Razor in a gentle voice as she placed her hand on Cadence's shoulder. "Trust me, I know how hard it is to protect your loved ones. If you wish to head for a safer location, we can help you evacuate, even though that's easier said than done."

"I appreciate your support," groaned Shining Armor. "As long as those evil transforming creatures are out there, we cannot take any chances if we stay here. The Crystal Heart may get destroyed in the process and that is something we cannot risk happening to us."

"You are also aware," cautioned Air Razor. "That not all of your subjects will be wanting to leave, even if you make such an order mandatory."

"Yes, we are aware," said Cadence, looking back towards Air Razor. "It's just that…what can we do to stop something like this from happening? What do these creatures want with us anyway? What did we ever do to them?"

Air Razor just couldn't find any words to answer Cadence's desperate questions. All that mattered was that the ponies she and her fellow Maximals swore to protect remained under that protection.

…

Meanwhile, back in Ponyville just after the sun had been lowered, Rainbow Dash and several Wonderbolts were out on patrol when they saw movement on the road leading towards Canterlot.

"What's that?" she whispered to Spitfire and Soarin', pointing down towards the movement.

"Seems like trouble," cried Spitfire, flying down towards the disturbance. "Let's check it out."

Landing on the ground, the Wonderbolts carefully moved towards the source of the movement, the same location where Dinobot II had made his attack on Lyra and Bon Bon earlier in the day.

"Hey!" called Rainbow Dash, showing off a light at the figure. "Come out with your hooves up!"

"I don't have hooves," the creature growled, the sound of his voice directing towards them. "I am not even one of you."

"Then, come into the light!" barked Spitfire and the light revealed that the source of the disturbance was none other than Steeljaw, who was in his wolf beast mode and growling menacingly. Seeing the growling wolf made Spitfire go from feeling brave to feeling afraid. "Wonderbolts, fall back!"

Spitfire's screams proved too late as Steeljaw quickly charged at the three wonderbolts, attacking them savagely. When it was all said and done, Rainbow Dash weakly opened her eyes and weakly looked around to see that Spitfire and Soarin' were gone, only their goggles and pieces of their uniforms remained.

"No," she groaned weakly before falling unconcisious again. However, the attack did not go unnoticed.

"What in Equestria…?" gasped Luna, who had just happened to be flying by with Nightscream. "Rainbow Dash!"

Luna flew down towards the injured element of loyalty and knowing time was of the essence, placed Rainbow Dash on her back and flew her back to Canterlot as fast as her wings could carry her.

…

Chapter 14: "If We Die, We Die With Honor"

Opening her eyes, Rainbow Dash groggily found herself back in Canterlot, lying in bed and covered in bandages. Like with Princess Ember, all of her friends surrounded her with looks of concern on their faces.

"What happened…?" moaned Rainbow Dash, trying to move.

"Don't move," cautioned Princess Celestia, gently laying Rainbow flat on her back. "Princess Luna found you injured on a road towards Ponyville."

"You should be very lucky that Nightscream and I were there when we found you," said Luna. "If you remained where you were, you would have been killed. Tell us exactly what had happened?"

"Well," groaned Rainbow Dash. "Spitfire, Soarin and I were out on patrol looking out for any of those Predacons when we were attacked by a wolf."

"A wolf?" asked Pinkie Pie. "Or a timber wolf?"

"It was a wolf, Pinkie," replied Rainbow Dash. "He called himself 'Steeljaw' and then proceeded to rip us apart. But, enough about that, where are Spitfire and Soarin'?"

Rainbow Dash was attempting to live by her Wonderbolt code of honor, but it didn't seem to be working. At that moment, Optimus walked into the bedroom with Rhinox and Rodimus not too far behind.

"We haven't been able to find the other two ponies," said Rhinox to Rainbow Dash. "But, what we do know is that Megatron's forces are growing by the hour. I have a feeling that this has something to do with that pony who went missing."

"You mean, Muffins? The clumsy one?" asked Fluttershy.

"If that's what her name is, I suppose," remarked Rhinox. "In addition to the stasis pods, we are on the lookout for any ponies who might have been attacked. In fact, these are all connected in some way. Somehow, Megatron must have found a way to bring Predacons to life using living hosts."

"Almost like a lab rat, I reckon," said Applejack, shuddering in fear. "Wonder if he was planning to do that with my brother. I can't even bear to think about it."

"Then don't think about it," replied Twilight. "All that matters is that nopony else is captured by these monsters. We already have several ponies missing and we cannot risk anypony else falling prey to these Predacons. I think we need to make sure our families are protected."

All of Twilight's friends nodded in agreement with these words.

"In fact, why don't we send them into hiding until this madness is over?" suggested Rarity. "I'd hate to separate Sweetie Belle from her friends, but family has to come first, if you ask me."

"Waspinator agrees with pretty pony," said the former Predacon.

"Same thing with Applebloom and Scootaloo," added Applejack. "But, there is no way that I can allow my little sister to be out in the open as long as these monsters are on the loose. How can we get our families guarded, Princess Celestia?"

"We'll do what we can be done," replied Celestia, turning over to Applejack. "And it appears that your families are not the only ones who should plan on being evacuated. I received this note this morning from the Crystal Empire. Apparently, Cadence and Shining Armor are planning to evacuate."

"That's where Silverbolt and Blackarachnia are," said Optimus, realizing what was being said. "Along with Tigatron and Air Razor."

"Well, why don't we just go pick them up?" suggested Rattrap. "I'm sure that this castle can handle a few more Maximals and Ponies."

"That's exactly what Megatron and the rest of the Predacons will want us to do, vermin," added Dinobot. "Bringing in more potential victims in here to be subjected to Predacon horrors. Where is the honor in that?"

Hearing these words from Dinobot made Optimus realize that Canterlot was not a safe place for anyone to come in for sanctuary. He then began to realize of a possible safe haven.

"I agree with Dinobot," he said. "We can have your family take shelter in the Castle we have been seeking shelter in."

"The Castle of the Two Sisters?" asked Twilight. "You've been hiding in there?"

"Where else could we have gone?" remarked Cheetor. "If that castle could provide us sanctuary, then why can your family members? What do you think, Big Bot?"

Optimus thought about this for a moment, then he turned back to Cheetor.

"I for one can't help but agree with this suggestion," answered Optimus. "There is no doubt in my mind or any of our minds for that matter, that Megatron is planning to come here and we need to make sure that everyone is safe from his wrath. If the Pred's are coming in full force, then we must prepare for an intimate battle…now."

"Then, let it be done," said Luna, firmly, stamping her foot down. "Canterlot must be evacuated, sister."

"Except for us," countered Celestia, sharply turning and causing everyone to gasp in shock. "I am staying here with my command, Luna. Canterlot will be defended because it's our home."

Twilight then walked up to Celestia with a wide eyed expression on her face. In her mind, she was thinking that Celestia was crazy to come up with such an idea.

"Princess Celestia, why would you stay here? I mean…I know its our home…but do you think its worth the risk? If you are killed, then…"

"Then, it will be as it should be," interrupted Celestia, placing a hoof under Twilight's chin.

"Waspinator used to being scrapped, but not like this."

"Sister, I really think you should consider the warning to evacuate along with our subjects," cried Luna in a concerned voice as she walked over to her older sister. "Our magic will not be strong enough to take on an entire army of creatures. After all, we were quickly overpowered when the Storm King attacked Canterlot."

For a moment, Celestia considered the matter, but her decision was final. She was staying to fight alongside the Maximals

"We are staying to defend our home," she said firmly. "Besides, not everypony will want to be leaving here. If we die, we die with honor. Is that understood?"

Knowing that there was no use in changing her sister's mind, Luna had no choice but to accept her sister's decision along with the rest of the ponies.

…

Later that morning, a line of ponies were making their way out of Canterlot, only armed with whatever essentials and possessions that they could carry.

"I hope you know what you're doing, sister," sighed Luna as she watched the evacuations with Celestia. "But, I feel more concerned with them coming back here and we possibly not being here."

"It's for the best, Luna," replied Celestia. "I cannot bear the thought of seeing our subjects being tortured or even killed by these monsters. No, not after what happened here with the Friendship Festival. Canterlot must be evacuated."

"I've already made plans for Ponyville to be evacuated as well," said Twilight as she walked into the room with Spike. "Most are heading for Manehattan, others for Rainbow Falls and some even to the Smokey Mountains."

"Manehattan will more than likely be fortifying as well as us," remarked Celestia. "I just hope everypony is taking it well."

Of course, that wasn't the case for most ponies, particularly Rarity.

"Now, you know what you have to do, Sassy," cried Rarity in a panicked voice as she finished loading her manager's trunk with essential outfits. "Guard these outfits with your life, Sassy! Your life!"

"If you say so, Rarity," stammered the Trottingham sounded pony. "I'll be back…hopefully soon."

Back in the castle, Celestia knew that time was of the essence and that the time for strategizing a defense was now.

"Optimus?" she asked the Maximal leader. "How long will the Predacons take to get here?"

"I don't know," he answered. "But, its more than likely that Megatron will lead his forces along a road of some sort. I can have some of the Maximals barricade the road to here if necessary. I don't know how it will hold, but all we can do is hope for the best."

And the waiting game was about to begin in Canterlot. For at that very moment, Megatron was about to question the captured Wonderbolts…

Chapter 15: "Torture By Waterboard"

"Ugh, what…what happened?" Spitfire asked herself as she opened her eyes weakly. "Where…where…where are we?"

"I…don't…know," added Soarin' feeling a sharp pain in his wings. "But…whatever it is…it's not exactly…the…place…to be."

The two captured Wonderbolts looked at each other briefly and then realized that they had been tied back against a wall right next to the Predacon creation machine. Both their front and rear legs were stuck out, leaving them plastered like flies.

"Hey! You!" Spitfire called out weakly to Inferno, who was guarding them. "Let us out of here at once!"

"And disappoint our royalty," laughed the psychotic fire ant. "I wouldn't dream of it. Why, our queen has been sort of…lonely and wants to know more about this place that will soon become a colony."

"Colony? What colony?"

"The colony that will become a part of our planet, Cybertron!"

The Wonderbolts then turned to hear the stamps of Megatron coming right towards them in his dragon mode. The Predacon leader growled evilly as he looked at his two captives.

"Cybertron?" wondered Soarin', who was more hurt than confused.

"Yes, my guests, Cybertron," laughed Megatron. "A place that is in desperate need of repairs and you are just the creatures to do it. But, let's not get ahead of ourselves or forget our manners. I am Megatron, leader of this fine group of warriors called…Predacons."

Megatron then waited for Spitfire or Soarin' to respond, but they didn't. Almost immediately, their impending arrogance was starting to get to Megatron.

"You'll have to excuse them, my queen, they…" Inferno started to say, but before he could finish his sentence, Megatron transformed to robot mode and clutched Spitfire with his dragon head.

"You will answer me!" he barked, trying to get them to talk. "Both of you or I will send you back to wherever you came from in body bags!"

However, Spitfire was not going to give in.

"Try it if you dare," she chuckled, producing a weak smile. "My partner and I just happens to be members of Equestria's military service, the Wonderbolts. Kill us and you will have some unexpected guests."

"Equestria is the name of this land?" remarked Megatron, releasing his grip on Spitfire. "Well, now at least I have some kind of an answer. Still, that does not excuse you from the treatments I am inflicting you, no. Where is your leader?"

"Princess Celestia," sighed Soarin', trying to stay defiant along with Spitfire. "She lives in…"

"Shut it, Soarin,'" cried Spitfire in an effort to defend the princesses' identity, but Megatron wasn't listening.

"You've both been here for a short time and already you are testing my patience," analyzed Megatron, pacing between the Wonderbolts back and forth. "And I must warn you that I am not a patient one. Either way, I am going to get what I want and there will be nothing you or your 'Princess Celestia' can do about it. Now, where does your Princess live?"

But, Megatron got a silence from the two Wonderbolts and the longer they defied him, the more impatient he became. Finally, after an hour, his patience ran out.

"Very well," he said, beckoning for Steeljaw and Dinobot II, now in their robot modes, to step forward bringing with them a bucket of water and a board. "If you won't talk to us, naturally, then we will force you to talk. Take her down!"

"No! Stop!" shouted Soarin' as the two violent Predacons took Spitfire down from the wall and laid her down backside on the board.

"Silence!" snapped Megatron, firing an ice blast at Soarin' freezing him solid before turning his attention back to Spitfire. "Now then, you will see what happens when we deal with creatures that refuse to talk. Where does your Princess Celestia live?!"

Gasping in fear, Spitfire tried to stay strong, but it was no use. She needed to remain defiant in the face of adversity. With no response, Megatron ordered Steeljaw to place a rag over Spitfire's head as Spitfire cried out in fear and anguish.

"Where does your Princess Celestia live?!" demanded Megatron. "Talk or die!"

Spitfire struggled against this form of torture as Dinobot II poured a bucket of water onto Spitfire's covered head.

"Are there more rulers of this land?!" cried Megatron. "Talk! Talk! TALK! If you lie, I kill you!"

…

The torture continued and the more Spitfire remained defiant, the more violent the process went and after 10 minutes, Spitfire finally cracked.

"I'll…I'll talk," she gasped, coughing up water through the covered rag. "Just stop…stop!"

"That's better," laughed Megatron, finally getting his way with Spitfire. "Talk!"

"There are four princesses: Celestia…Luna…Cadence…and Twilight," cried Spitfire, coughing up water in between her confessions, tears forming in the corners of her eyes. "They are wise and benevolent rulers. They have…magic far greater…than anything Equestria has…ever known. Please…just let me and my partner go! Please!"

The more Spitfire spoke, the more devious Megatron became. He then proceeded to question Spitfire further.

"Oh, I will let you both go," laughed Megatron. "If you will answer me one more question: are they planning any resistance against us?"

"Not yet," whimpered Spitfire as Megatron motioned for Shockwave and Soundwave to come into the room. "But, we are being aided by…a group called the…Maximals."

Megatron's eyes widened at this confession and clutched down on Spitfire's chest with his dragon mouth.

"The Maximals? How many are there?" he asked hastily.

"About…seven or so," answered Spitfire, who was now beginning to fall unconscious from being put through such agony. "Please…stop! I can't…I can't breathe."

"So, they have come for me," remarked Megatron walking away from Spitfire. "And they have managed to recover some of their own stasis pods. But, they are probably aware that I am building an army to conquer this land and finish the Beast Wars once and for all. Inferno!"

"Yes, my queen?"

"Prepare for a full assault. If you find any more creatures like these two, bring them to me so we can speak to more of them. Furthermore, if there are any more Predacons to be reborn, then do so at once!"

"As you command, my Queen."

Just as Inferno was about to leave, Megatron had some parting words for him.

"And will you please stop calling me that?" he yelled, causing Inferno to wince slightly. Once he was gone, Megatron let out a disgusted sigh. "Now then, since we have enough information out of you, my dear, let us return you and your partner to wherever you came from. But, be warned, that this is only the beginning of your nightmare! Yes."

…

A little while later, Dinobot II and Steeljaw left Spitfire and the still somewhat Soarin' by the roads leading to Ponyville where they had been captured. Spitfire was far too injured both mentally and physically to move having been put through such measures. However, they weren't alone as two creatures came out of the Everfree Forest: a moose and a whitetail deer.

"Hey, look here, Mudflap," said the deer, looking down at the wounded Spitfire. "Seems like these two got their asses handed to them!"

"I completely agree there, Skids," replied the moose. "Guess we'd better return them to wherever they came from. Uh, where do we go from here?"

"I guess that thing that is up on that mountain," the deer remarked, pointing up towards Canterlot Castle. "Let's get moving before those mean Preds come back and cook up some venison…namely me."

Throwing the injured Wonderbolts onto their backs, the moose and deer made their way back towards Canterlot.

…

Meanwhile, back in Canterlot, the search for Spitfire and Soarin was turning up empty.

"Where could they have taken her?" sobbed Stormy Flare, Spitfire's mother as Rarity tried to console her. "My baby! My baby!"

"So far nothing has been detected," sighed Rhinox to Optimus and Rodimus. "Should I increase the scanners?"

"Do so at once, Rhinox," ordered Optimus and Rhinox went to increase the scanners' power. Then he turned towards Celestia and Luna with a solemn look on his face. "I'm sorry, Waspinator and Nightscream haven't been able to find them but we are doing all we can."

"You are doing all that can be done, Optimus," she reassured him, draping a wing over him and Rodimus. "Don't worry, we will find them."

"I'm more concerned with her," said Rodimus, looking over at the very worried Stormy Flare. "This is her daughter we are talking about."

Just then, Rattrap let out a whistle.

"Hey there, Fearless Leader," he called, looking up at a screen that showed Spitfire and Soarin' coming towards Canterlot. "The missing have been found by whatever those are. Looks like a big horn and a small horn."

Optimus raced over and looked at the screen, then he turned back to Celestia.

"We'll go down and bring them here," said Optimus. "Dinobot, Rhinox, you're with me."

"I'm going too!" insisted Stormy Flare, growing more and more worried about Spitfire. "I want to see my daughter."

"Count me in too," added Rainbow Dash, already racing down to the front gates. The rest of the ponies followed suit as they all made it towards the front gates.

"Open the gates!" called Luna to a pair of guards who then did as they were told. The doors opened and revealed the deer and moose with the wounded Wonderbolts on their backs.

"Um, hello?" the deer asked, not realizing what was going on. "What's with the mosh pit?"

…

Chapter 16: "Talking to a Wounded Wonderbolt"

Author's Note

The end of this chapter contains spoilers for "My Little Pony the Movie." Proceed with caution!

Chapter 16: "Talking to a Wounded Wonderbolt"

The ponies and the Maximals waited patiently outside a hospital room within Canterlot castle awaiting news on Spitfire's condition. A few moments later, Celestia came out of the room and sighed heavily looking at her subjects with a worried look on her face.

"Well?" asked Stormy Flare in a worried voice. "How is she? How is my baby?"

"The doctors placed her in a medically induced coma," Celestia answered. "In any case, Spitfire will survive her injuries, but I fear that the consequences on her psyche will be too much for her to bear."

"I can help Spitfire in any way possible, Princess," suggested Rainbow Dash, going over to Spitfire's side and draping a wing over her. "She's going to need a lot of support, I can tell you that."

"What about the other one?" asked Optimus.

"Soarin' is still unconscious from being frozen, so it may take a while. The doctors are doing everything they can, Optimus."

Optimus sighed heavily at this, knowing that speaking to at least one of these ponies would give him insight on what Megatron was planning. However, Rodimus realized that there were more important matters at hand.

"The evacuations are going along smoothly, Princess Celestia," said the Lion, walking over towards her. "I've received reports that nearby towns have already accepted large groups from here and where Silverbolt and Blackarachnia have gone to."

"Which is the Crystal Empire, dear sister," remarked Luna. "Haven't Princess Cadence, Shining Armor and Flurry Heart evacuated yet along with their subjects?"

"I am not sure if they did or not," replied Celestia, lowering her head in deep thought. "Nevertheless, we can't just worry about the Crystal Empire. I can assure that if there is anywhere that is being targeted by the Predacons, we need to strengthen our forces. Optimus, I need any of your Maximals that can fly to head over towards the south and west of here."

"I could lead a small force, but that would leave you unprotected," cautioned Optimus. "We should wait until Silverbolt returns."

"That is if he returns," said Cheetor, lying down on the floor in his beast mode. "Not to mention Tigatron and Air Razor along with Blackarachnia. Why don't we send those two instead?"

Everyone looked over towards Skids and Mudflap, the moose and deer that had brought Spitfire and Soarin' into Canterlot to begin with.

"Us?" remarked Skids, backing into a wall. "What do you want us to do? You need Maximals that can fly and we…"

"uh, can't fly," added Mudflap.

"As a matter of fact," said Luna, walking over towards them. "There are some questions that we need to ask of you two. Are you Maximals or Predacon spies?"

And Luna shined a bright light on them, determined to find out if these two creatures were Maximals or Predacons.

"We're not spies, lady," remarked Mudflap. "Why don't you just chill out and…?"

But Luna wasn't going to listen and using her magic, threw Mudflap against the wall of the hallway. A loud series of gasps were heard as Luna glared at him.

"In the future, you will show me respect and address me as Princess Luna," she hissed. "Understand?"

"Uh huh," gasped Mudflap as Luna released her grip on the moose. "Understood."

And Luna let out a huff in disgust at being treated so poorly.

…

Just then, the door to Soarin's room opened and a Nurse came out facing the crowd gathered.

"He's awake, but weak," she said. "If you wish to talk with him now, your highness…"

"I do wish to speak with him," interrupted Celestia as she, Luna, Optimus and Rodimus walked into Soarin's room.

"I'd better join them as well," said Twilight. "Can you all wait here?"

"Sure, Twilight," replied Applejack. "We'll keep an eye on anything about Spitfire."

So, leaving her friends along with most of the Maximals alone with Stormy Flare, Twilight entered the room where Soarin' laid in a bed flat on his back. Soarin' groaned as he looked up at the ceiling.

"Where…where…am…I?" he asked groggily. "Am I…in…heaven?"

"No," said Celestia, causing Soarin' to turn over towards him. "You are in Canterlot, Soarin', in a hospital bed. We just have a few questions to ask you."

"What happened to you?" asked Luna.

"We…we were attacked by…by a wolf," answered Soarin' in a weak voice, talking through bouts of pain that spread through his body. "We were…out on patrol…keeping an eye out…for those creatures that attacked…Princess Ember…and then…the wolf…attacked us out of…nowhere."

"A wolf?" remarked Rodimus to Optimus. "How could a Predacon take the form of a wolf, Optimus? That's not the forms they normally take."

Optimus nodded silently as he continued to try and listen in to what Soarin' had to say.

"Where did the wolf take you and Spitfire?" asked Celestia.

"To…a…a…cave north of Ponyville," moaned Soarin'. "Inside…we were held…against a wall and a creature…called Megatron….terrorized us."

Both Rodimus and Optimus looked at each other with worried glances along with Celestia, Luna and Twilight.

"He's hiding in a mountaintop," whispered Rodimus.

"The same mountain where those Predacons attacked that red pony," replied Optimus, thinking back to the fight he had with Soundwave and several other Predacons.

"He waterboarded…Spitfire," continued Soarin', gasping in between words. "Trying…to…get her…to open up…about you, Princesses."

"He must want our magic," said Celestia.

"Why is it that everypony wants our magic?" cried Luna in a fed up voice. "If they want our magic, why don't we just sell samples of it, sister? I mean, the Storm King had a taste of our magic, didn't he? Along with Lord Tirek?"

"Still, we will defend our magic," replied Celestia, firmly. "If Megatron wants our magic for his own gain, then he will have to kill us to get it. I can assure you, Soarin' that what happened to Spitfire will not go unpunished."

Soarin' smiled at this and then, at that moment, the door flung open and a doctor pony came in.

"Spitfire is going to be in her coma for a little while longer," he said to the Princesses. "I think if you are going to speak with her, it will have to be a few more days."

"Which is what we may not have if Megatron attacks again," said Optimus.

…

Just then, the sounds of deep running footsteps were heard and the door flung open to reveal Rhinox on the other side.

"Optimus," he panted, trying to catch his breath. "There's…trouble at the Crystal…Empire."

Hastily leaving the room, Optimus followed his second in command out of the room and down the hall.

"What's going on, Twilight?" asked Rainbow Dash.

"The Crystal Empire…trouble," answered Twilight firmly, knowing that her brother, sister-in-law and niece were in danger. Returning to the throne room, Rhinox turned on a monitor that showed Tigatron's panicked face on the screen.

"Tigatron?" asked Optimus. "Alive?"

"Attention, Maximals," Tigatron said into the video. "This is a code one emergency message from Tigatron. Air Razor and I are in the Crystal Empire aiding the evacuation of its leaders and subjects. Blackarachnia and Silverbolt are aiding in the evacuations, but it appears that we have received spontaneous attacks in the mountains east of here."

Tigatron then turned the screen over towards what appeared to be Barricade, Jetstorm and several other newly hatched Predacons opening fire on the Crystal Empire.

"It appears that Tarantulas is responsible for these actions although it is not yet confirmed," continued Tigatron. "We also don't know if Megatron is responsible for this as well. If you get this message, please send more help at once. We…"

But, before Tigatron could finish the message, the screen went black.

"That's the bug that attacked us in the Everfree Forest," cried Twilight, looking over towards her fellow princesses. "We've got to get to the Crystal Empire!"

As the three alicorns left the throne room, Optimus and Rhinox also prepared for battle.

"Cheetor," said Optimus into his radio. "Get Rattrap, Dinobot and a few other Maximals ready to move out to the Crystal Empire! We have an emergency! Move!"

So, they all made their way over to the Crystal Empire where Barricade and Jetstorm led a small batallion of Predacons on attacking the evacuating inhabitants on the Crystal Empire. But as they left, a pair of eyes were watching them from a dark room down the hall.

"What do we do, Tempest?" asked another voice. "Do we help them?"

"Not yet, Grubber," answered the other voice. "We wait until it is absolutely necessary to help. Soon, our time to atone for our actions will soon be at hand."