Predator's Moon

by Atomic Chinchilla

Rating: teen
Tags: Main 6, Lyra, Princess Luna, My Little Pony: Friendship is Magic, Dark, Other, Adventure, Princess Celestia, Crossover
Length: 55644

A crossover between MLP and Transformers: Beast Wars. Pony/transforming robot shenanigans ensue.

The Mare in the Moon has returned, and the dark power that created Nightmare Moon is awakening again with the aid of a magical Moonstone. The two princesses and the Mane Six must use the Elements of Harmony to banish the darkness once and for all. Meanwhile, on Prehistoric Earth an alien artifact identical to the Moonstone falls into Predacon hands. What does this mean? And what will happen when a rift in space is opened between the two stones, pulling the Transformers into the strange, new world of Equestria?

(Note: It gets dark in places, but there is no explicit violence or gore.)

Published 2012-08-04 13:14:03 UTC
Last updated 2013-05-16 05:09:04 UTC

Chapter 2: All Quiet on the Equestrian Front

PREDATOR’S MOON
A My Little Pony: Friendship is Magic/Transformers: Beast Wars
Crossover
By Atomic Chinchilla

Chapter 2
All Quiet on the Equestrian Front

The sun rose gloriously into the dawn over Canterlot. Princess Celestia sighed contentedly as she basked in its radiance. Her mind was drawn back to last night’s events and the incredible victory Twilight Sparkle and her friends achieved. All was well again when they parted ways in Ponyville and the two princesses returned to their palace. Despite Celestia’s insistence that she was fine, Luna had doted on her all night. True, the Nightmare’s touch had left her drained of strength and in dire need of a bath, but she assured her sister that the darkness didn’t have time to sink its teeth into her before her light burned it off. Even so, Luna wouldn’t take no for an answer and she tried to make Celestia’s night as restful as possible. While she appreciated the gesture, Celestia had enough when Luna started singing traditional Royal Canterlot lullabies in the traditional Royal Canterlot voice. She shooed her sister out and managed to spend the rest of the night in peace before waking again to bring the sunrise.

She stood on the billowing clouds bathed in golden light and looked down over the valley below Canterlot and over towards Ponyville. She decided then that Twilight and her friends deserved something special as thanks for their heroic efforts. Why, they had saved Equestria three whole times now! That should merit some kind of reward, at least. But what to give them? She’d have to think about it.

She sighed and looked back to Canterlot. It was Monday and oh, how she hated Mondays. Mondays always meant conferences and meetings with the stuffy nobles and snobbish diplomats from the neighboring kingdoms. Mondays meant having to sit through hours of argument and debate, while having to smile and pretend to be interested the whole time. What fun.

“No sense in getting my mane frazzled already,” she said to herself, “I still have a few hours left to myself before the fur starts flying.” She leapt up and back-flipped off the cloud, diving and spreading her wings through the warm sunlight. She swooped and arced gracefully down until she alighted softly upon a palace balcony. She tiptoed across the bedroom and began to quietly get dressed, taking care not to wake Luna in the adjacent room. Donning all her royal garb, she exited out into the hall and walked toward the stairs past Luna’s room.

She decided to just peek in and check on her sister. Magically pulling the latch, she silently opened the door a crack and looked inside. Luna lay splayed across her bed, snoring loudly, with a little stuffed toy tucked under one hoof. Celestia fought to stifle a giggle. Her horn glowed softly and Luna’s blankets straightened themselves and lay back over her.

“Sweet dreams, Lulu,” Celestia whispered, “See you tonight.” She closed the door and trotted downstairs to the dining hall for breakfast.

****

As the sun rose higher into the sky, its rays crept across the surface of the sea and filtered down through its murky depths. A school of fish had gathered around an unfamiliar sight: a large, blue-silver, metallic humanoid with a manta ray motif that was lying upside down against the coral reef which spread across the seafloor. The robot slowly shook his head as his red eyes fluttered awake.

“…I feel like I just had an EMP grenade shoved up my aft,” Depth Charge groaned. He shook himself off and groggily picked himself up, standing atop the coral bed. He winced in pain and grabbed his shoulder. Quickly examining himself, he discovered his armor was riddled with blast damage (from Rampage’s missile spree, no doubt) and some of the deeper wounds had harmed his internal systems. The armor couldn’t be helped but his internal damage could begin the slow repairs in beast mode.

“Beast mode!” His body twisted and folded up into the form of a huge, metal manta ray. He initiated his repairs as he drifted aimlessly through the water, attracting some small fish in his wake. He sighed with frustration as he recalled his latest memories: flying over the Preds on the ridge, saving the spider-femme, getting shot up by that gun-happy crab…and that Alien globe thing Tarantulas had. That’s right, the little…whatever it was had sucked him and Rampage up into it before he blacked out. He looked around at the dimly lit sea, shaking his head with equal confusion and annoyance, wondering “So where the Pit am I?”

No one answered, unsurprisingly. He’d have to find out where he was, how to get back, and the fate of Blackarachnia and the Predacons on his own. Depth Charge rolled his eyes and sighed again. He really hated scavenger hunts.

****

Megatron stood over the smoking carcass of Optimus Primal, bellowing in victorious laughter. His Predacon forces gathered around him and fired their weapons into the air in a victorious cheer. He raised his dragon arm to the blood-red sky and spewed a gout of flame into the heavens, spreading his jagged wings and eclipsing the cowed, pathetic Maximals below in his shadow. He cackled and pointed at his foes, and the other Predacons flew down upon them like ravening wolves. As his minions gleefully routed the Maximals and tore them limb from screaming limb, he threw back his head and laughed again. His victory was complete, his godhood was secure, his mastery of all time itself was within reach, his—

“My Queen!” Inferno shouted as he jarringly shook his adored leader, “Wake up, my Queen! Are you injured? Oh, say it isn’t so!”

“…Ya do know Boss-bot’s just in stasis lock, right?” Quickstrike said flatly, shaking his head.

“Be silent, Fuzor! The Royalty may have let it pass for now, but I have not forgotten your recent treachery! Dare to cross our Queen again and you shall burn!”

The yellow scorpion skittered back a step as his cobra tail-head gulped. “You, uh, won’t tell him about it, right, pal?” he chuckled, his pincers clicking nervously. Inferno merely narrowed his eyes and resumed trying to wake his “queen.” Megatron lay on his back in a field of tall grass. The loyal fire ant knelt at his side and continued to shake him while Quickstrike and Dinobot stood back in beast mode.

“Terrain unfamiliar,” Dinobot hissed as his skeletal raptor snout sniffed the air, “Location unknown.”

“Figure that one out all by yerself, didja?” Quickstrike snarked. A snarl and eager twitch of Dinobot’s claws silenced him.

“Please wake up, Royalty!” Inferno continued to shout, “The colony needs your direction! We—Ah ha! The Royalty stirs! The Queen is alive! Oh, what a joyous—URK!” Megatron’s dragon mouth clamped around Inferno’s neck. His eyes fluttered open and he sat up with a growl.

“I was having the most delightful dream,” said Megatron, glaring at his troops, “This had better be good.” He then looked past them and noticed the surrounding valley. He raised a brow, saying “…Where are we?”

“D-Don’t ya remember, Boss?” Quickstrike stammered, “That Alien doohickey went and sucked us all across the stars!”

“Affirmative,” Dinobot stated, “Our current location is unknown. Contact with the base has been cut off. Comm. links and sensors are down from unidentifiable interference.”

“Hmm, that Alien device. I remember now, yesss. Tarantulas said we could be anywhere in the entire universe.”

“Good thing we landed on this rock!” said Quickstrike, “…Wherever it is.” Megatron stood up, towering over his soldiers. Inferno still squirmed in his grip.

“There’s nothing to fear now that our Queen has revived! She will lead us to—GACK!” He was silenced by Megatron squeezing his head once more.

“Inferno, you may be the most dependable of my troops, and for that I give you a lot of slack,” Megatron said, rubbing his forehead, “But I have told you time and again: don’t call me that.”

“Yes, my Que--acklggh! I…I mean yes, Royalty.” Megatron released the sycophantic fire ant and looked around. To the east were high mountains that blocked the rising sun, casting most of the plain in shadow. To the south was a sprawling forest stretching to the horizon.

“Have you made contact with the others?” he asked.

“Affirmative,” said Dinobot, “We briefly hailed Waspinator and Rampage before the signal was lost from interference. There has been no word from Tarantulas.”

“That treacherous Unicron’s spawn,” Megatron growled, “If he somehow planned this, I’ll…”

“Oh, you wound me, Megatron,” Tarantulas snickered as he slinked up the hill behind them, his Transmetal spider mode showing like a black stain through the grass, “I assure you none of this is my doing. Whatever instigated our arrival happened here, on this world.” Megatron scowled and leveled his weapon at the spider, saying “Then your assistance is no longer needed.”

“Ah ah!” Tarantulas giggled, “Are you sure you want to destroy your only hope getting back to Earth?” Megatron lowered his arm just slightly and narrowed his eyes with a glare.

“Wherever we are,” the spider continued, “this planet has also been touched by the Aliens and contains their technology, otherwise we would never have been pulled here. Tell me, Megatron, do you know anyone besides me with the knowledge or means to manipulate it, to replicate the rift event and send us home? I think not.”

“The spider seeks to trick you, my Queen!” said Inferno, drawing his giant pistols and pointing them at Tarantulas, “I’ll destroy him for his impudence!” Megatron rolled his eyes and smacked Inferno with his dragon arm, sending the ant sailing across the hill.

“Tarantulas is too smart to betray me again, yesss,” the dragon sneered as he loomed over the scheming arachnid, “At least…you’d better hope you are.”

“You have absolutely nothing to fear, Megatron,” the spider chittered, “And if my sensors are correct, Waspinator and Rampage should be arriving just over there!”

Megatron turned to the forest, his own sensors finally getting signals through whatever was clouding them in this infernal world. A low rumble swept up the hill under their feet as trees began falling over, some massive force plowing through them. Waspinator flitted out from the trees in beast mode, buzzing loudly when he saw his teammates up ahead. Behind him rolled Rampage in his vehicle mode. His beast mode body was warped and twisted into a horrifying cross between a crab and a tank. Not one for subtlety, Rampage apathetically smashed through all the trees in his way, clearing a new road through the forest. Upon reaching the open field, he shifted back into beast mode and scuttled up the hill with Waspinator.

“Wazzpinator happy to see Megatron again!” the hornet squeaked, “Wazzpinator wake up all alone with Crab-bot! No idea where Wazzpinator is! Then Wazzpinator get message from Ant-bot so Wazzpinator and Crab-bot come! Crab-bot run over many small animals along the way, and threaten to eat Wazzpinator! Crab-bot is not ideal conversationalist.”

“Be quiet, you brainless insect!” Megatron barked.

Waspinator hung his head sheepishly. “Wazzpinator shut up,” he meeped. The crab meanwhile looked away from the group with a very bored expression.

“I assume you have some ‘brilliant’ plan to get us off this rock?” Rampage sighed, “Or are we just going to sit around on our afts all day while you prattle to yourself like usual?”

Megatron leered at him. “I don’t much like your tone, Rampage, nooo.” He turned to Dinobot, who smiled devilishly and transformed to robot mode. Rampage’s eyes widened, knowing what was coming.

“Wait! Wait, you—“ He lunged at Dinobot with his gargantuan pincers, but the clone leapt over them and landed on the crab’s metal carapace. Dinobot snickered as his chestplate opened and his own pulsating spark was revealed. With a laugh he plunged his claw straight into the glowing orb. Rampage spasmed and writhed beneath Dinobot, howling in agony.

“S-Stop!” the metal crustacean seethed, “You’ve made you-your point!” Dinobot looked to Megatron, who nodded with a smirk. The raptor hopped to the ground and removed his claw from his spark, ending Rampage’s torture. Megatron knelt down in front of the twitching crab and patted his head.

“I’m surprised we still need these lessons, Rampage, yesss. Your ‘brother’ will torment his half of your spark every time you so much as sneeze without my approval. Are we quite clear?” The crab simply grunted in reply.

Wholly uninterested in his cohorts’ activities, Tarantulas sprang up from the ground into robot mode and drew out a handheld scanning device. He paced around the hilltop, flicking switches and turning knobs, chittering to himself as he observed the readings on the small screen. His eye widened as a particular line flashed across the monitor.

“Hmmm,” the arachnid snickered, causing the other Predacons to all turn to him in unison, “Now this is intriguing.”

Megatron cocked his head to the side and stomped over to Tarantulas just as the spider drew his gun. The Predacon leader stopped and smirked, growling “And just what, pray tell, do you find so interesting?” Tarantulas turned away from his commander and chuckled, aiming his weapon to the ground and firing a shot. A green energy burst hit the dirt, scattering fragments of earth and kicking up a small cloud of dust. The spider’s comrades looked at him in confusion as he then knelt down and withdrew a small object from the crater at his feet. It was a gleaming, sky blue stone, neatly cut and polished and about the size of an apple. He held the gem up to the scanner in his other hand, humming to himself as he read his machine’s findings.

“…Well?” Megatron asked, tapping his foot impatiently.

“This is the source of the interference on our sensors and comm. systems,” said Tarantulas as he tossed the jewel up and caught it again, “These stones are littered all across this field, and even beyond my scanner’s range.”

Megatron scowled. “How wonderful. What are they?” the dragon asked.

“Hard to say at this point. Their radiation fields don’t have any effect on the biological life here, but they play havoc with our own systems. My scanner can’t get much decisive data.”

Meanwhile at the bottom of the hill, Inferno pulled his head out of the dirt and shook himself. A glint of light and color in the distance caught his eye and his optics zoomed in on the spectacle like binoculars. He gasped and hopped back up the hill to the others, crying “Royalty! Royalty, I found something! Look there! Look!” He pointed, and all Predacon eyes followed his gesture.

To the northwest was a great cliff wall carved out of the mountain range and crested with a spired city. Towers and domes crowned the high walls. Banners and standards flew in the breeze and large airships drifted through the clouds. They could even make out small winged beings flitting through the air from rooftop to rooftop. Megatron grinned.

“Well, well, well. So this place is inhabited, after all. I think we should have a word with them about these irritating stones. And while we’re at it, we can inquire about the Alien technology that brought us here.”

“Mmm, How fascinating!” Tarantulas chortled, twiddling his fingers giddily, “A chance to meet a new sentient race.”

“Heh heh, Yeah!” Quickstrike hooted, his pincers clicking eagerly, “And then slag every last one of ‘em!”

“Wazzpinator love new targets!” the hornet buzzed, “Especially ones that don’t shoot back!” Dinobot stood silently but his twitching claws and creeping smirk betrayed his blood thirst. Rampage simply grumbled under his breath and glared at Megatron from behind his back, his fangs grating together in rage.

“What is your command, Royalty?” Inferno asked with a salute, “If you desire, I will take Waspinator and fly over for a preemptive strike!”

“Let’s not be too quick to rush into things, my dear Inferno,” Megatron chuckled, taking to the air and transforming to his Transmetal dragon beast mode, “We must always be civil when greeting new neighbors, yesss. Come along, everyone. Let’s go…introduce ourselves.” Inferno’s ant abdomen split open like a lotus pod and he took the sky on his jet thruster with Waspinator. Dinobot returned to beast mode while Rampage and Tarantulas shifted to their Transmetal vehicle modes, a tank and motorcycle, respectively. Together the seven Predacons tore a dark swath across the green valley, laughing ominously on their way to the city on the cliff…

****

If Depth Charge’s beast mode had teeth, he would have been grinding them in annoyance. In addition to drifting over coral reefs and between rocky hills through the sea for several hours with no signs of intelligent life or even a shore, some kind of pervasive energy field was blocking his onboard comm. system and sensor array. So not only was he swimming lost, he was basically swimming blind, to boot.

“When I get my hands on those slagging Preds…” he grumbled as he rode the currents, “I’ll tear each one of them a new tailpipe, and that spider, too. The Pit was she thinking, trying to tangle with seven Preds at once? If I hadn’t found her, she’d be an oil stain on the dirt…And now I’m talking to myself. Out loud. Sweet Primus, if I don’t find a way out of this fragging ocean soon, I am going to—“ He stopped suddenly, hearing a sound travel across the current. Despite his unfinished repairs, he transformed to robot mode anyway and drew his rifle, ready for anything. The sound came nearer, clearly someone’s voice. It was coming from the other side of a high wall of undersea rock. It sounded like…singing?

“Shoo be doo! Shoo shoo be doo!” sang a small creature as it swam around the ridge into the dumbfounded Maximal’s view, “Call upon the Sea Ponies when you’re in distress! Helpful-as-can-be Ponies, simply signal S—Oh, hi!” The little…thing whirled over to Depth Charge and swam all around him, eyeing him curiously. She was about three or so feet long, dwarfed by the Maximal’s size, with mint-green skin. She had an equine head with a whitish mane flowing in the current, two little fins at her sides, and a curled tail. Depth Charge did a double-take. It was a seahorse…a literal seahorse.

“My internal damage must be worse than I thought,” the Maximal muttered before shaking his head and looking again. She was still there; he wasn’t hallucinating.

She floated up to his head and stared at him with bright, golden-orange eyes. “Wow, I’ve never seen anything like you before!” she said inquisitively, “What’s your name? Where are you from, across the sea? What’s it like over there? Is everyone a giant, metal, fish-person-thing where you come from? How do you talk with that thing over your mouth? Do you have a mouth? What’s that big thing in your hand? Looks pretty cool, what does it do? Are you just visiting Equestria or are you planning to move here? How big is your—“

“Please, for the love of Primus, stop talking.” Depth Charged groaned, his hands tempted to clamp around the little thing’s throat. The seahorse gulped and backed up a pace before chuckling nervously.

“Sorry. I get a little carried away when I see new things sometimes. Bon Bon’s always getting on my case about it.”

Depth Charge blinked. “…Uh-huh. Look, just let me ask the questions now, got it?” The seahorse nodded with a smile, so he continued. “Where am I?”

“Oh, that’s easy!” she replied, flicking her tail happily, “You’re in the ocean!”

The Maximal slapped his palm against his forehead with a sigh. “Yeah, I figured that part out. I mean what land is this ocean a part of, what planet?”

The seahorse blinked in confusion, saying “You really don’t know?” The robot nodded impatiently, and the seahorse shrugged as she continued. “Well, we’re about a mile offshore from the kingdom of Equestria. That’s my home! Well, the town of Ponyville is technically my home, but that’s in Equestria, and it’s not too far from the beach, which is why I like to come out here and swim a lot. My name’s Lyra Heartstrings, by the way! What’s your name?”

“Okay, let’s stay on topic here!” Depth Charge sighed as he looked around, “Equestria, huh? Never heard of it. Must be a lot farther out than Cybertron’s ever explored. That doesn’t bode well.” He then turned back to the seahorse and asked “Does your planet have interstellar travel or at least radio telescope communication? Do you know what that fragging radiation is that’s messing with my scrap onboard systems?” The green fish-pony stared at him like he had just asked her what the square root of the circumference of a slightly cloudy afternoon was.

“…I don’t know what that means,” she eventually said.

“Which part?”

“All of it.”

Depth Charge grumbled an intelligible curse under his breath and palmed his forehead again. “…Okay,” he sighed exasperatedly, “Okay. Can you at least direct me to your government, or whatever’s in charge on this planet?”

“You mean Princess Celestia?” Lyra asked, perking up, “Oh, sure! It’s just that way! You can take a train from Ponyville straight to it!” She pointed her tail to the East and the Maximal immediately swam past her in that direction.

“Thanks. I guess,” he said. Lyra pulled up alongside him and kept up with his pace, humming that irritating tune. Depth Charge grumbled “I don’t need any more help. You can stop following me.”

“You don’t know your way around Ponyville! You’ll need a guide! Oh, can you breathe air? Because Ponyville is above the water.”

“Yes, I can breathe air, when I need to breathe at all,” the robot groused, “…Wait, how do you live there, if it’s above water?”

“Huh? Oh, right! This is just a spell a nice bookworm named Twilight taught me, based on some of our old legends. I’m normally an ordinary unicorn pony. My name’s Lyra Heartstrings, but my friends just call me Lyra.”

“You said that already.” The Maximal quickened his stroke, trying and failing to outswim the little seahorse. She frowned at him, griping “That’s because you haven’t told me your name yet!”

“If I tell you, will you go away?”

“Sure!”

“Fine, it’s Depth Charge. Now, go away.”

“Pleased to meet you, Mr. Charge!” As they continued down the current toward the shore, Lyra neither slowed her pace nor left, causing Depth Charge to wish he had teeth to grind again.

“You said you’d go away if I told you my name…”

“Well, I’m going home now, and home just happens to be this way. So technically you’re following me now. Say, I know what’ll lift your spirits, Mr. Grumpy Gills!” She then began to sing that song again, it’s saccharine melody piercing into the Maximal’s grating ears.

“What in Primus’ name is that?!” he said as he cupped his hands over his receptors, “Some kind of audio torture?!”

“It’s an old nursery rhyme about the Sea Pony legend!” Lyra replied in-between lines, “And I happen to love this song. Call upon the Sea Ponies, they’ll see you to shore! …What are you doing?”

“Putting my rifle to my head. I’m trying to kill myself…”

****

Celestia sat at the head of the conference table like she did every Monday morning during political negotiations. She rested her head on one hoof, her elbow propped up on the table. She had long since given up on pretending to smile. Every time she tried to interject, the Griffon ambassador or the delegates from Appleloosa would just cut her off and keep the argument going in a perpetual loop of circular debate. She had tried forcing herself into the issue and making the others listen to her a few years ago, but that only helped fuel that annoying “Tyrantlestia” urban myth. So she mostly kept out of it nowadays and let the others bicker all they wanted until lunchtime. She then thought about moving the sun to its noon position, but that always confused the poor ponies outside. She found herself nodding off from sheer boredom while the others continued to yell and squabble. She gave a half-hearted shrug and dozed…

Celestia dreamed of flying. She wheeled and looped between the stars, soaring through the cosmos far above Equestria. She arced over the whole of the planet until she came to her sun. With a daring smile, the white alicorn rocketed at impossible speeds and dove headfirst into the frothing ocean of fire. She laughed like a schoolfilly as she swam through its flames and backstroked through it like it was no more than a swimming pool. Launching herself up, she flipped around and swan dove into the blaze. She descended deeper into the golden radiance, laughing in delight.

But a darkness suddenly grew, an ink-like swell rising up from the core of the sun. It stretched long arms with reaching hands upward, pulling and tearing at the star. More of them grew as the blackness ascended towards her, straining and grabbing at her mane and tail. Celestia recoiled in disgust, and beat her wings to get away from them, but they held her fast. They clung to her wings and dug their fingers into her flank. She screamed and struggled furiously as the arms pulled her down through the sun, toward the expanding black core. The darkness split open beneath her like a waiting mouth, and a pool of black ichor churned inside. The forms of six terrified ponies writhed and screamed in the slurry, choking and drowning in its lather. They all looked up and raised their hooves pleadingly to the princess as the black hands brought her closer and closer to them.

Celestia fought and cried in horror, all her power and strength suddenly drained from her. Panic overtook the alicorn as a great form rose out of the miasmic broth, sloughing off the fluids. It extended long, hoofed legs and stepped onto the ponies beneath it, crushing them down to lift itself. It spread its raven wings and shook its starry mane with a hideous cackle. It took flight from the black mouth and ascended towards the horrified princess. But as it drew nearer its form no longer was that of a black alicorn; it twisted and contorted, reshaping itself into a gleaming, obsidian dragon. Its jagged, metal wings eclipsed the light of the sun and it stretched its maw wide enough to swallow all of Equestria in a single bite. The serpent roared triumphantly, a piercing cry that shattered the heavens, and it brought its mighty head crashing down on the alicorn, who could only watch in helpless terror. Its rows of teeth slowly closed around her, covering her in darkness until—

“Princess? Princess Celestia? Princess!” shouted a pegasus guard as he shook the alicorn anxiously. Celestia snapped her head up and gasped, sweat rolling down her face. She trembled for a moment, looking around. She was still in the council hall, still seated at the conference table. She took a deep breath, assuring herself that it was only a harmless nightmare. That, and nothing more…

“…I’m sorry if I startled you, Captain” she said to the worried guard, “And I do apologize for falling asleep. This is inexcusable behavior. I’m afraid I had a rather long night last…Where is everyone?” She looked around, eyeing the vacant conference table in the empty council room.

“Princess, they all fled as soon as the blasts started!” the captain said worriedly, “I’ve been trying to wake you for almost ten minutes!”

“Blasts?” Celestia said with a raised eyebrow as she stood up, “Captain, what’s going on?”

“We…We have no idea, your majesty!” said the pegasus as he flew toward the door, “It all happened so suddenly! Now please come with me, Ma’am! We need you at the front! Your royal sister’s been looking for you!” Celestia paused in confusion, but then spread her wings and dashed after him. They raced down the corridor and up a flight of stairs toward the battlements of the palace. Tremors rumbled through the castle and muffled explosions rang in the distance.

“They just appeared from nowhere about ten minutes ago!” the captain explained as they rounded a corner and shot down the next hallway, “No word, no warning, they just waltzed up to the city gates and started blowing everything up!”

“What?!” Celestia said in shock, “We’re under attack?! By whom?! How many?! Are the civilians safe?! What about—“

“Ma’am, please! I don’t know much more than you do! What I do know is there aren’t many of the attackers, but they have some kind of ballistic weaponry unlike anything we’ve ever seen! Fires are tearing through the whole city! The whole southern quarter has already been leveled!” Celestia jerked to a halt, gasping sharply. Her mouth hung open as she looked to the waiting captain with dread.

“…Casualties?”

“We…I’m afraid we just don’t know at this time, Ma’am. We’re trying to save everyone we can. Your sister is directing the troops in evacuating now, but she’s been waiting for you.” Celestia tensed and blasted forward, leaving the captain spinning in her dust. He shook himself and flew after her up the next flight of stairs.

“Of all the stupid times to fall asleep!” Celestia cursed herself under her breath. She beat her wings as hard as she could, all the panic and fear from her dream bubbling back to the surface. The two equines flew through the tower door out onto the terrace. The captain bowed to the princess, then darted over to rejoin his battalion. Luna stood atop the forward wall, shouting orders to the frantic soldiers. The pegasi were flying like maddened bees, some of them carrying civilians, while the unicorns lined up into their regiments and charged through the palace gates into the city streets.

As the soldiers exited, crowds of civilian ponies were pouring in. Many were wounded, some were carried on stretchers or the backs of other ponies, but all of them were wide-eyed in terror. Even from Celestia’s position, she could see the sky was blackened from billowing clouds of smoke on the other side of the walls. The air rippled with heat and a red haze glowed through the open gateway. The screams of panicked ponies filled the morning.

“Luna!” Celestia shouted as she teleported up to her sister’s side, “Luna, what’s happening?! Who’s done this?!” Her sister turned to her in surprise.

“Celestia!” Luna cried in relief, “There you are! Thank goodness you’re here, everything is going insane!” She turned away from her white sibling and shouted down commands to the soldiers on the ground below them.

“Why are the citizens running into the palace?” Celestia asked, looking down at the horde of ponies running like up the street from the city to the palace gates, “What happened to the evacuation procedures?”

“We didn’t have time!” her sister replied, pointing to the northwest, “Their fliers shot down all our ships before we could even get them into the air! We don’t have any way to get the civilians out!” Plumes of smoke rose from the shipyards littered with smoldering wreckage.

“Fill me in on the details,” Celestia said anxiously, placing her hooves on Luna’s shoulders, “And hurry!”

Luna swallowed and nodded. “The scouts reported seven of them, four on the ground and two in the air. They’re advancing through the fashion district now, on a straight line toward the castle! Our stallions can’t stop them!”

“Only seven?!” Celestia shouted in disbelief, “Seven invaders did all of this?!” She swept her hoof out over the devastation, glaring in her sister’s eyes.

Luna could only nod. “Our soldiers’ armor can’t take much of their weapons before the enchantments break. I’ve ordered them to retreat as soon as that happens, but our squads are falling back before we can even send new ones in! We can barely slow the monsters down!”

“Monsters? What are they, Luna? What are the invaders?”

“I…I don’t know,” said the dark alicorn as she shook her head, “I only know what the wounded and retreating tell me. They’re not like anything in Equestria or any of the other kingdoms! They’re part animal…and made of metal!”

Celestia walked to the edge of the wall and looked out over the burning Canterlot. A few miles to the south she could see flashes in the streets, bright streams of magic lobbed from unicorn soldiers at the attackers. More flashes flew back, and more explosions shook the earth, tearing through the adjacent buildings and blasting them to rubble. She looked down. The droves of frightened ponies continued to flee the streets and pile through the gates.

Turning around, she saw the whole of the palace courtyard filled to the brim with them, so full that the doors into the castle itself were opened and bringing ponies inside to make room. The guards and castle staff were running through the crowds, taking the most seriously injured ponies and ferrying them inside to the infirmary. As Celestia looked through the crowd, she could see all the pain and fear in their eyes. Some were talking with one another, others were holding each other for comfort, still others were simply huddling themselves to cope with this madness. She blinked with a start as she saw a pair of eyes looking right into hers. They belonged to a small filly hugging her wounded mother tightly. Tears ran down the child’s face as her eyes pleaded silently at the princess.

Celestia turned again to the city as her sister continued to shout orders to the troops. The princess surveyed all the destruction these…creatures had wrought in only a short time. Homes destroyed, lives ruined. She clenched her teeth. How many innocent ponies were left out there, alone, terrified? How many were too hurt to escape on their own? How many were…dead?

“Not in my kingdom,” the sun princess said softly, shaking intensely, “Not to my ponies.” All of the fear and dread which her nightmare had caused and this morning had strengthened were now gone, replaced by a warm, pulsating anger. She trembled, her muscles tensed and her eyes flared wide. The stone floor under her hooves split and cracked as her rainbow mane flourished violently. Her horn sparked and gleamed with a golden light as her eyes flashed. The very sun above her grew in brightness and intensity in union with her fury.

“T-Tia?” Luna stepped back, staring at her sister in fearful awe. Celestia turned to her sister, looking into her eyes sternly but calmly.

“Recall the guards. Have them focus on getting the ponies out of harm’s way and putting the fires out. Make no further attempt to stop the trespassers. I will deal with this.”

“But-But Sister! You don’t know if even you can—“

“Luna. Go. Please.” Luna gulped and nodded, sweating bullets. She gave a last fearful look to her sister and then dove over the wall, calling the new orders to the soldiers below as she passed over them. Celestia stepped up onto the turrets of the wall and spread her shining wings with determination. She leapt from the wall and rocketed through the sky like a fiery bullet, ready to unleash all the blinding rage of the sun itself upon those who would attack her home, who would dare to harm her people.

“…Not to my ponies.”

****

“Fire!” called the unicorn captain. The phalanx of horned soldiers lowered their heads in unison and fired a spectrum of thunderbolts from their horns. The arcs of magic raced down the ruined street and exploded together, covering the path in clouds of dust. The captain raised his hoof and the squad readied another volley. But as the dust settled, they saw nothing but an empty road. The soldiers all gave a cheer and stomped the ground in triumph.

“…Did we…Did we get ‘em?” said the captain. A raspy giggle came from the shadows of the alley behind him.

“You tell me!” Tarantulas cackled, launching streams of missiles from his shoulder armor. The rockets exploded into the squad, knocking the unicorns off their hooves and scattering them across the street. The captain shook himself and staggered to his hooves, his armor shining weakly. The other soldiers groaned and struggled to get up.

“What fascinating devices you creatures have!” the arachnid chortled, stepping out and aiming his gun at the captain’s head, “Personal force fields? I’d love to study those! …Why don’t you give me yours?” The unicorn bucked hard, kicking the spider in the gut. The Predacon flew off his feet and crashed against an abandoned cart.

“Come on, colts!” the captain shouted to his troops, “Get your flanks off the ground! We can take ‘em if we split ‘em up!”

“Think so, do ya, pardner?!” Quickstrike hooted as he jumped off a rooftop in beast mode and landed on the unicorn’s back, “Giddy up!” He clamped his scorpion pincers around the captain’s neck and dug his spiked legs into his flank. The unicorn bucked and jerked wildly, trying to throw the hideous creature off of him. The scorpion merely snickered, waving his cobra-head tail around like a lasso, laughing “YEEHAW! Just like a rodeo!” A magic bolt stuck the small Predacon, blasting him off the captain. The other soldiers ran to their officer’s side as he panted for breath.

“My armor’s almost out. I can’t do much more,” he wheezed. The other unicorns stood in front of him, forming a wall between him and the two invaders.

“You fall back, sir. We’ll handle them!” The captain shook his head and stood his ground.

“Didn’t say I’d run. No way I’m letting you pansies have all the fun. Now form up!” The soldiers obeyed and took the phalanx position again, their horns leveled at Quickstrike and Tarantulas.

“Little buggers are tougher’n they look,” Quickstrike said as he sprang up into robot mode. Tarantulas was unfazed and simply raised his weapon with a snicker.

“Fire!” shouted the captain.

“You fools don’t know what fire is!” bellowed Inferno as he flew down from above, “I will show you fire!” He pointed his guns down and shot a rapid volley of fireballs into the unicorns, blasting them all to the ground once more. The fire ant spun around in the air gleefully, laughing insanely and shooting more fireballs wildly into the city. As the soldiers tried to stand once again, several shadows appeared over them: The hulking Rampage, the spiked skeleton Dinobot, the buzzing Waspinator, and the towering, demonic Megatron.

The Predacon leader reached down and clamped the mouth of his dragon arm around a soldier’s throat, lifting the unicorn into the air and holding him aloft. The Predacon leader gave a low chuckle as the pony squirmed and choked in his grip.

“You diminutive equines are much more resilient than I first gave you credit for, yesss,” he said, turning back to the other unicorns glaring at him defiantly, “But a backwards civilization like yours would never be a match for the might of the Predacon race. I suppose this is all your army is capable of, then? Of course, a group of you can injure one or two of my weaker troops, but ultimately all you are is nothing more than a slight bump in the road. And I am so weary of road bumps. Now, can any of you fine steeds tell me where the Alien sites on this planet are located? Or perhaps what these are?” He held up the small sapphire Tarantulas had picked earlier and held it high for all to see. The unicorns all looked at the Predacon leader in bewilderment.

“That’s just a gemstone!” one of them spoke up, “You can find them anywhere!”

“What value do they have?” Tarantulas asked as he leered over the speaking soldier, “What is their purpose?”

“They…they don’t have any monetary value! They’re so common, they’re worthless as money. They’re simply prized for their beauty and used for decoration!”

“And what of the energy fields they radiate?” The spider leaned closer, running the edge of his gun down the soldier’s cheek, “Do you really expect us to believe you know nothing about that, as well?” The unicorn’s baffled look was all the answer they needed.

“Well, this group isn’t very helpful,” Megatron sighed with a smirk, “Let’s be rid of these road bumps and move on to the next bunch. Predacons…?”

The six Transformers all aimed their guns at the fallen ponies, laughing in celebration of inevitable victory. A searing heat emanated from Megatron’s dragon mouth, building up a blast of fire to incinerate the unicorn in its jaws. The soldiers did not scream or cry for mercy, as the dragon half expected. They stared death in the face with silent defiance. He was almost touched. But such moments passed quickly and he smirked, ready to immolate the pony in his clutches.

A blinding burst of light suddenly flared over them all. The Predacons staggered back, shielding their eyes. Megatron growled, dropping the unicorn and covering his face. He lashed out with a roar and fired beam after beam of searing plasma in the direction of the light. His minions followed suit and all shot a spray of missiles and energy bolts wildly into the dazzling radiance. The blinded Transformers heard their projectiles make contact, and the earth trembled and shook from the impact of the blasts. The light slowly began to fade, and the Predacons uncovered their eyes to inspect the damage.

A calm breeze drifted gently down the devastated road, lifting the fallen leaves and dust and carrying them through the shining light radiating from her. The rainbow luminance of her mane and tail flowed freely in the gentle wind as it ruffled the feathers of her outspread wings. Princess Celestia stood before the Predacons, bathed in a white light brighter than the sun itself. Her stance was stern and determined, yet at the same time tranquil. But her eyes. Her gleaming eyes made no attempt to hide the roiling sea of rage behind them. Just looking her in the eye made the stunned Predacons feel an intense heat. The injured soldier ponies were all lying behind her, completely unharmed by the invaders’ last attack, staring up at their princess with awestruck wonder and joy.

“And what are you then, my dear?” asked Megatron with a raised eyebrow. The other Predacons all glanced between each other and this tall, new pony with unease and confusion. The shining alicorn said nothing.

“You’re obviously quite different from these other creatures, yesss,” the Predacon leader continued, “Are you their leader? Their queen, perhaps? Can you tell me what I want to know?” The white pony still did not answer.

“She…” said the unicorn captain as he struggled to sit up, “She is Princess Celestia! Ruler of the Equestrian Day! You metal motherbuckers are in for it now.” The Predacons all howled with laughter, slapping their knees and firing their guns into the air. Even Megatron chortled at the apparent absurdity of that statement. The princess turned her head to face the soldiers behind her, the fury in her eyes lessening only slightly.

“You have performed beyond what anyone can ask, my brave stallions. Now fall back and regroup with your battalion at the palace.” The soldiers all looked at each other nervously, then shook their heads.

“No can do, Ma’am,” said the captain, “All due respect, but we ain’t gonna just turn tail and run to leave you all alone against these things.” The anger in Celestia’s eyes grew again.

“That was not a request.”

“…Yes’m,” the captain replied sheepishly. The guards all gathered themselves up and helped each other to hobble back up the road toward the castle while the Predacons continued to laugh and jeer.

“Oh, as if we’d let you walk away,” Megatron sighed as he raised his arm. A beam of plasma lanced from his weapon, slicing through the air toward the retreating unicorns. There was another blinding white flash, and the bolt exploded in mid-air as soon as it passed Celestia. The white alicorn took a step forward, and the cobblestone under her hoof burst and cracked at her touch. Her eyes blazed like twin stars.

“I don’t know what you are or why you think it was a sensible decision to attack this place,” said the princess, her wings curving up at her sides, the tips of her feathers touching above her head, “And truthfully I don’t much care. You will not hurt one more of my ponies. Not one more.”

Tarantulas, Waspinator, and Quickstrike took a cautious step back. Inferno laughed giddily and readied his guns. Dinobot snarled, ready to laser a hole through the alicorn’s head. Rampage sighed uninterestedly and raised his mammoth rocket launcher. Megatron laughed heartily and shook his head, saying “Well, you’re no more intelligent than the rest, nooo. Predacons do not scare so easily. And Megatrons do not yield…We conquer! Open fire!”

The street was ablaze with missiles, lasers, plasma streams, fireballs, energy bolts, and bullets screaming through the air at Celestia. The sun princess did not flinch, a towering wall of golden radiance appearing in front of her. The Predacon assault washed against the wall like a tidal wave, decimating everything around it, yet the wall did not break. The princess closed her eyes and raised her head skyward, her horn shining with dazzling gold.

In the crux of her raised wings she conjured a great circle of shimmering, solid diamond, which hovered in place facing the alicorn’s assailants. The wind grew into a fierce tempest, blowing away the smoke and the clouds and releasing the light of day from behind them. The sun itself was aligned perfectly with the giant lens, enhancing its rays a hundredfold and directing them right into the Predacons’ eyes. They howled once more as they stopped their attack to shield their faces.

“This trick again?!” roared Megatron from behind his hand, “Do you really think the mighty Predacons can be stopped by such a pathetic joke?” The lens continued to build in power, growing brighter and brighter with each second. Normal sunlight on one side was magnified into a blinding beam of burning solar rays. The smaller Predacons started to smoke and sizzle as they all screamed and staggered back.

“You are not mighty,” said Celesta as she turned her head back to face them again, her eyes blazing like fire and her voice echoing on the wind, “You are ants. This is a lens. And I am the sun.” The very air burned and sizzled as the amplified sunlight grew to full power. Megatron himself fell to his knees, bellowing in raging agony as his armor was seared and scorched.

The Predacons all writhed and shrieked, some on their knees, some cowed on the ground, squirming like burning worms. The alicorn princess was blind to their pain and deaf to their cries. Her heart and mind were drowning in a raging fire as all the negative emotions stirred up by her dream frothed to the surface. The image of the Nightmare, the screams of the six ponies drowning within it, an inescapable blackness creeping out from the heart of the sun. Then those thoughts were buried under new ones. These animal-metal monsters, these creatures that had so callously brought such ruin to her people. Her face twisted into a furious snarl.

“How many of my ponies did you kill?!” she raged, her voice deep and booming over the sound of the scorching Predacons, “How many homes have you destroyed, how many lives torn apart?! And for what?! For what?!” The Predacons could not answer as they burned in agony. The princess did not let up, standing tall over her twisting foes. She looked down on them without pity and without mercy. They deserved none, so she would give none. They deserved everything they received, after all. She was wholly justified in punishing them so. She turned up her nose at them, ignoring any pleas they might cry through their screams. And then, just for a second…she smiled.

“TIA!” cried the voice of Luna. The azure alicorn landed behind her Celestia, forced to shield her eyes with her hoof to block her sister’s blinding fury. The day princess did not acknowledge her. Luna stamped the ground and shouted angrily “Tia, stop this right now! You’re killing them!”

“…And so what if I am?” Celestia said coldly, barely audible over the throbbing rumble of her spell, “It’s no more than they deserve.”

Luna’s mouth hung open, taken aback. “What has gotten into you?! Since when have you gone for the kill before finding a peaceful answer?!”

“Since these animals killed my ponies!” Celestia seethed, flames leaping from her eyes, “They have attacked what I love and have therefore attacked me. They have trampled and spit upon our peace and our lives! For that they will suffer as my ponies have! For that they will die screaming at my hooves! For that—“ The day princess was silenced as her sister slapped her across the face with her hoof.

Celestia stumbled back, her concentration broken. The lens immediately stopped its assault and hovered motionlessly in the air. The seven Predacons lay twitching and gasping on the singed earth, their smoking armors blackened and charred. Celestia turned back to her sister in a flaming rage but was gripped tightly in Luna’s hooves and shaken hard.

“Stop it, Tia!” Luna cried as she shook her maddened sibling, “Stop it and listen to me! I don’t know what has possessed you, but no amount of pain or grief justifies torture like this!”

“Let go of me!” Celestia screamed as she wrenched herself free, bitter tears suddenly streaming from her eyes, “You know nothing, you stupid little foal! Who are you to stop me?! The welfare of my ponies is my responsibility during the day! I don’t see your moon shining anywhere! So stay out of this!”

Luna stepped back, completely dumbstruck by her sister’s words. “Listen…Listen to yourself!” she found herself sobbing back, “You think those are the words Equestria’s most beloved princess would say? You think your ponies want to see their adored Princess Celestia become a heartless murderer for nothing?!”

The white alicorn’s face froze in an expression of furious shock. “…Nothing? Nothing?! How dare you call the deaths of my ponies nothing?! How dare you?!” She stomped towards Luna, her hooves making craters in the street. She raised her front hoof overhead, ready to strike. The night princess did not budge.

“I want you to know something, Tia,” she said sternly as her sister loomed over her furiously, “It’s what I was coming to tell you before I found you…like this.” Celestia held her hoof still, but continued to glare at her sister while she continued. “Listen to me, Tia, and stop being blinded by needless rage. Our people--your ponies--are safe. Through the quick direction of the night princess, the swift response of the Royal Canterlot Guard, the rapid service of the royal physicians, the decisive action of the day princess, and perhaps by some great miracle we’ll never truly deserve or understand…We did it. We saved them, Tia. No pony has died this day.”

Celestia’s eyes grew wide as her face flew in a storm of emotions. Her knees began to knock and she slumped to the ground, breathing hard. She looked down at her own hooves, then to the lens still waiting patiently in the air, then to the charred Predacons in the dirt, and finally to her sister’s worried face. Her breaths became forced and ragged as tears started to push out from her eyes.

“But…I don’t…Oh, Luna, my dear Lulu, what have I done?!” Her face fell into her hooves and she started to sob uncontrollably. She wept and bawled, shuddering with disgust at her own actions, the words that had come from her own mouth. Luna knelt beside her sister and threw her hooves around her in an embrace.

“Lulu, I’m-I’m so sorry!” Celestia wailed, “What I said, I-I don’t know why I--I don’t know what’s come over me. I was just so…so angry.”

“I think, dear sister,” Luna said softly as she stroked Celestia’s mane, “that maybe you weren’t as unaffected by the Nightmare as you thought. And its evil touch was brought to a boil by these attackers and your own fears.”

“I wanted to kill them,” the white alicorn sniffled, “And I was enjoying it. What kind of princess would use the pain of her people as an excuse like that?”

“What…” hissed a voice behind them, “What, indeed?”

The two princesses spun to see Megatron staggering to his knees. A glowing sphere shone through his chest, and coils of energy snaked from it around his wounds, slowly healing and closing them. The alicorns leapt to their hooves as the blackened Predacon coughed out a weak laugh.

“I like…your style, Princess…yesss. So bloodthirsty, so ruthless…You would make an excellent Predacon.”

Luna glared at the dragon, but her sibling placed an assuring hoof on her shoulder. The princess of the day then slowly stepped forward, still weak in the legs and hobbling ever so slightly, and returned to her position under the waiting lens. Luna opened her mouth to plead with her, but fell silent when she saw her sister’s face. Celestia’s expression was calm and composed, infinitely unlike how she acted only moments before. She closed her eyes as her horn glowed softly.

“I believe you said you were called a Megatron,” she said to the recovering robot, “You have failed in whatever pointless desire brought you here. You now know the power I wield, and that fighting is futile. I will give you this one chance to leave on your own. What is your answer?”

“I said it before, O Princess Celestia,” Megatron said as he staggered to his feet and stood up, towering over the alicorns, and aimed his dragon weapon at them, “Megatrons do not yield…We--“

Celestia then reared up and stomped her hooves to the ground, smashing through the stone. “I gave you a chance to leave peacefully. Now GET. OUT. OF. MY. HOME!!!”

The lens exploded in a starburst of power, the beam of sunlight shining through it expanding into one mighty blast. The burned Predacons were engulfed in a dazzling explosion, the shockwave shaking Canterlot to the foundations of the mountain itself. A tower of smoke rose into the sky as the blast wave rolled across Celestia and Luna and everything around them, leveling the entire square to dust. Seven streaks of flame were hurled across the countryside like scattered meteors, their smoke trails disappearing over the horizons. All that was left of where the Predacons stood was a smoking crater of glassed earth, over twenty feet wide and twice as deep. Celestia stood still as the rushing force of the blast slowly subsided to a hot breeze. She then bowed her head as the ambient glow around her faded and her horn’s light dissipated. Her wings fell limply at her sides, brushing along the ground. Waterfalls of sweat rolled down her whole body and her knees wobbled until they finally gave out. The princess collapsed to the dirt as she panted for breath.

“Are…Are they…?” Luna asked hesitantly as she knelt at her sister’s side.

“They are very hardy creatures, whatever these ‘Predacons’ are,” Celestia wheezed, “I don’t doubt they survived. But I will not be so gentle if they dare attack my ponies again.” She lay her head on the ground, spending the next few moments in silence. Something cold and wet suddenly touched her back. Looking up, the two alicorns saw great storm clouds rolling in overhead, guided by the hooves of the pegasus soldiers. Sheets of rain poured across Canterlot, washing away fires and cleansing the desecrated streets.

“…Lulu?” the sun princess asked at length.

“Yes, Tia?” the moon princess replied.

“…Thank you. We may have saved my…our ponies today, but you saved me.” A soft nuzzle caressed her cheek in response.

“I’m glad I was able to return the favor after you and the Elements of Harmony saved me. Now, what do you say the victorious princesses return to their waiting subjects?”

“Not just yet. Can we…Can we just stay here like this? Just for a moment?” Luna nodded with a beam and the two sisters embraced. Celestia sniffled and blinked in an effort to retain her composure in front of her smiling sister. But the more she fought against it, the harder it became. Succumbing to her tears, she broke down into uncontrollable sobs of joy in her sister’s embrace. She trembled and bawled into Luna’s mane, the night princess joining in as they held each other tight in the fading rain. Ahead of them, in the courtyard of the royal palace, the crowd of both soldier and civilian ponies cheered and clapped, throwing their helmets and hats into the air. The unicorns launched blooms of fireworks into the sky as the pegasi cartwheeled and looped between them. They danced, they sang, and they cried in their victory. The rain clouds slowly parted and drifted away, their work complete. The fires were washed away and the great city still stood proudly in the growing light despite is many wounds, ready to be rebuilt even better than before. And high above them all the glorious morning sun bathed Canterlot in its warmth once more.

Chapter 3: Friendship is the Right of All Sentient Beings

PREDATOR’S MOON
A My Little Pony: Friendship is Magic/Transformers: Beast Wars
Crossover
By Atomic Chinchilla

Chapter 3
Friendship is the Right of All Sentient Beings

The rays of the late morning sun drifted in through the windows of the Cutie Mark Crusaders’ clubhouse. The three fillies had spent the remainder of the morning in a ceaseless stream of questions for their new acquaintance. Blackarachnia sat in robot mode on a table--which was about the size of a chair to her anyway--with one leg crossed over the other. She rested her elbow on one knee with her head in her hand, tapping her finger against her cheek. She sighed loudly as the saccharine, little ponies ran in a circle around her and gleefully continued with their questions. She had stopped trying to answer them some hours ago and was just waiting to see how long they could keep it up before they passed out from lack of air.

Her eye beginning to twitch, she found she just couldn’t take any more. “Okay, that’s it!” she growled as she stomped to her feet and kicked the table across the room, scattering its contents. The Crusaders all jumped back and huddled together in fear. Blackarachnia fumed for a moment as the little equines looked up at her nervously. She sighed, rubbing her forehead, and said “…All right, look. Maybe I overreacted a bit, but you said you’d help me out before bringing me up here. That was four mega-cycles ago!”

“What’s a mega-cycle?” asked Scootaloo, “Is that some kind of bike?”

Blackarachnia slapped her forehead. “It means that I’ve been sitting here on my aft all morning waiting for this so-called ‘help’ while you all talk a mile a cycle!”

“Why does she keep talking about bikes?” Sweetie Belle asked. The other fillies shrugged.

“Oh, for the love of—“ Blackarachnia seethed, “I am not talking about bikes! I don’t even know what a bike is! You know what, this isn’t worth it. I’m outta here.” She turned and stomped toward the door, but the Crusaders ran around her and blocked her path.

“No, wait! We promise we’ll help you!” shouted Scootaloo.

“Please don’t go!” begged Apple Bloom.

“We’re really sorry!” cried Sweetie Belle.

The arachnid Maximal groaned as the ponies pressed up to her legs, looking up at her with big, sappy eyes like a pack of kittens. She strained against the cuteness with all her might, before sighing loudly and slumping her shoulders. “…Fine.”

“YAY!!” the fillies cheered, hopping for joy.

Blackarachnia trudged over to the fallen table and set it back right side up. She resumed her sitting position as the Crusaders sat down at her feet, looking up eagerly.

“…Okay,” the Maximal said at length, “How about this? I’ll answer some of your questions--one at a time--and then you can answer mine and we can work out what to do next. Deal?”

The fillies nodded with wide grins as they all started to speak at the same time again. They quickly fell silent when Blackarachnia’s eye twitched again.

“Sorry,” Apple Bloom chuckled nervously, “Um…Scootaloo, you go first.”

“Okay, uh…” the orange pegasus began, rubbing her chin thoughtfully, “…Oh! What’s your alien planet like?”

Blackarachnia tilted her head, her eyes looking up in thought. “Well, Cybertron is…metal. You have cities here, right?” The ponies nodded. “Then imagine an entire planet made of cities. Not quite as pretty as this place, I guess.” She shrugged with her last statement as she looked to the trees out the window. A pretty environment was never something she cared about.

“And you’re made of metal,” Sweetie Belle piped in, “Are all the people on your planet metal?”

“Yep. Every Cybertronian is a living machine, a bona-fide transforming, alien robot.

“That is so cool,” the Crusaders sighed, their sparkling eyes wide as dinner plates. Apple Bloom spoke up next, with “So how did ya get ta Equestria in the first place?”

The spider sighed. “Oh boy…”

Blackarachnia spent the next hour or so trying to explain her present situation in terms the ponies could understand. She began with the night the Alien artifact fell to Earth from the moon, and her tussle with the Predacons before being warped to another planet. But that only raised further questions and she had to explain the differences between Maximals and Predacons. Fundamentally, they were the same life form but separated by creed and philosophy. The Maximals strived for peace and exploration while the Predacons hungrily sought power and conquest. And so two small groups of the warring factions continued the strife on Earth.

But that only raised further questions and she then had to explain why they were on Earth in the first place. So she told them about Megatron the would-be tyrant and his Predacon cronies, and the Maximals who chased him across time and space to the small, blue planet called Earth. Since there were no suitable vehicles for them to transform into, they adapted their bodies to become animals instead.

As time went on, the Predacons enacted their plans to harvest the power of Energon from Earth to fuel their war efforts, and the Maximals fought many battles to stop them. More warriors joined both sides, and valued allies and friends were lost. Through strange technology from a clandestine, Alien presence on Earth, the Maximals and Predacons were nearly wiped out many times, and some of their bodies were upgraded and altered into new shapes, like Blackarachnia’s own Transmetal form. The constant escalation of their Beast Wars grew to the point where Energon was no longer Megatron’s goal, but total mastery of time itself through altering the course of history.

“…And so we’ve been defending the Ark nearly every day, because Megatron could destroy all of time as we know it if he ever got his hands on it,” Blackarachnia continued with growing weariness, “Which is why I have to find a way back to Earth. I have no idea what happened to old Prune-Face and his flunkies, and for all I know the other Maximals could be in really deep slag.”

The Cutie Mark Crusaders sat in stunned, silent wonder, beaming smiles plastered on their faces.

Blackarachnia took the moment of silence to rest her aching vocal processors. “So, does that answer all your questions or do you want to keep going for another mega-cycle?” She sighed as she rubbed her stiff neck. Her eyes suddenly widened as she realized what she just said, “Wait, don’t answer that--”

But it was too late. The three fillies were already prattling loudly again, expressing their awe and enthusiasm to her and to each other and to the room in general. Blackarachnia groaned in defeat and slumped her shoulders, cradling her aching head in her hands.

****

The murmuring of the crowd could be heard from several streets away. Twilight Sparkle trotted briskly down the emptied road toward the throngs of ponies gathered in the town square. The morning had been filled with whispered rumors of some kind of attack on Canterlot, but there had been no official word on the matter, at least not until the mayor called an emergency town meeting. An uneasy feeling sat in her stomach, a kind of worrying that she couldn’t quite place her hoof on.

Being exhausted from last night’s battle, she had slept in until well after noon. She had only been awake for a few minutes before this apprehension fell upon her. She felt that something was wrong far away, something about Princess Celestia? She had Spike deliver some messages but they received no reply. For a good while she paced the library, worrying that some danger had befallen her beloved teacher, but Spike had managed to calm her down like usual. It was about an hour later that she overheard some customers talking about this supposed assault on the capitol. Even though these rumors were unsubstantiated, they did little to help Twilight’s unease.

She rounded the corner and halted suddenly. Just about the entire population of Ponyville was pressed into the town square, backed up into the connecting streets and stopping just in front of the lavender unicorn. She stood on tiptoes and craned her neck to see over the crowd, but there was no way she’d be able to see or hear the mayor’s announcement. She sighed with a pout before noticing a familiar pink pony bouncing towards her atop the heads in the crowd.

“There you are, Twilight!” Pinkie Pie called, standing on a grumpy stallion’s back.

“Hi, Pinkie,” Twilight replied, shuffling her hooves, “Sorry I’m late, I haven’t been on my A-game today.”

“Well, your B-game’s a bit too slow. Come on, everypony’s waiting for us up front!” Before Twilight could say another word, Pinkie stretched over and grabbed her purple friend around the waist. There was a rush of air, a loud “SPROING” sound, and suddenly they were both standing right at the head of the crowd with the other bearers of the Elements of Harmony.

“How did you…” she stuttered, blinking in confusion. Pinkie Pie just grinned with a squeak. “…Never mind,” Twilight chuckled. She looked around and noticed one of her friends was missing. “Where’s Fluttershy?”

“Oh, she went ta Everfree a few hours back,” Applejack chimed, “Angel Bunny’s picky eatin’ finally caught up to him and Fluttershy hoped Zecora might have somthin’ fer his stomachache.”

“So do you have any clue what all the hullabaloo is about, darling?” asked Rarity with a raised eyebrow.

“I have no idea,” replied Twilight, shaking her head. The others all exchanged glances.

“I heard from some guys in Cloudsdale that Canterlot was attacked by monsters that busted out of Tartarus,” said Rainbow Dash as she hovered over the others with forelegs crossed, “They burned down the whole city.”

“Ain’t how Ah heard it,” Applejack retorted, “Rose, Lily, and Daisy’re sayin’ it was Griffons breakin’ the peace treaty.”

“Please,” scoffed Rarity, “Those three can hardly be called reliable sources.”

“Maybe it was robots from another planet!” Pinkie chirped. The others all stared at her blankly. “…What? It could happen.”

The crowd around them started to chatter loudly as the mayor appeared at the podium, a solemn look on her face. She cleared her throat and held up a hoof, signaling the assembly to be quiet. Silence fell across the square as every pony leaned forward in anticipation.

“Thank you all for gathering on such short notice,” the mayor began, a noticeable tremor in her voice, “I’m sure everyone has been hearing rumors about Canterlot this morning. I don’t have all the details yet myself, but I am assured that there is no cause for alarm. I will now give the floor to Princess Luna, who has graciously come to clarify the situation.”

No sooner did the mayor finish her brief statement than a swirling cloud of blue stardust arose on the stage beside her. Materializing from the ether stepped the dark sapphire-colored alicorn, Princess Luna. Every head in the crowd turned in surprise as the night princess stepped up to the podium. The square erupted into murmuring and whispering from multitudes of confused ponies.

“Wha-huh?” Twilight said, her jaw hanging open, “Where…Where’s Princess Celestia?”

“Isn’t Luna supposed to burst into flames if she comes out during the day?” quipped Rainbow Dash.

“The mayor’s giving her a floor?” asked Pinkie, “Aw, lucky.”

“PLEASE BE STILL,” boomed the voice of Princess Luna. Every pony jumped a good foot in the air and immediately fell silent. The princess of the night cleared her throat and brushed aside her waving, stardust mane. “…Thank you. I know you were not expecting to see me, and would prefer my sister was here in my place. But Princess Celestia is…occupied, busy with coordinating Canterlot’s recovery. I am here to explain to you what happened only a few hours ago this morning. Please know beforehand that there is no need to panic or worry for the ponies of Canterlot.

“The city came under swift and sudden attack by a small but dangerous band of seven assailants who called themselves ‘Predacons’. We have yet to determine which province or nation they come from. They made no demands and proclaimed no reason for their assault. They caused considerable damage to the city, and dozens of citizens and soldiers were seriously injured in its defense. But please rest assured that there were no casualties. Everypony will be fine. And the Predacons were turned back by the combined efforts of the Canterlot royal guard and the might of Princess Celestia herself. But also be aware that the Predacons, though wounded, escaped with their lives and are currently at large somewhere in Equestria, and it is unknown if they are part of a larger group.

“I repeat, do not panic. The royal guard has mobilized and deployed throughout the kingdom, searching high and low for these villains. A garrison will also be stationed in Ponyville starting tonight for your protection. My sister and I ask you to please go about your day without fear, but be vigilant and stay mindful of your children. Thank you.”

The congregation slowly began to disperse back into the town, some ponies reassuring each other of their safety, others still apprehensive of a possible danger. Twilight immediately broke from the crowd and jumped atop the stage as Luna was turning to leave.

“Princess!” she called out, “Princess Luna, wait!” The dark alicorn turned in surprise to see the violet unicorn run to her side.

“Twilight Sparkle? Is something the matter?”

“That’s what I was going to say! Please, is Princess Celestia alright?” Luna turned away slightly, her gaze falling to the ground. Twilight’s heart sank. “Your majesty, please tell me! Is she hurt?”

“Nay, Twilight Sparkle,” Luna sighed, “But…It is difficult to explain.”

“What’s difficult to explain? I’ve been worried about her all day! I’ve had this feeling ever since this morning, when Canterlot was attacked!”

Luna looked away again, biting her lip. “…She asked me not to tell you.”

“What, what didn’t she want me to know?” Twilight pleaded, edging closer to the night princess, her eyes wide with worry.

“But…”

“Please tell me!”

“I don’t think you want to--“

“Please!”

Luna hung her head low and whispered softly into Twilight’s ear. The lavender pony’s eyes paled as the princess recounted Celestia’s frightening display of wrath, her willingness--her eagerness--to give the Predacons a slow and agonizing execution. Twilight felt weak in the knees. She couldn’t even begin to imagine the princess and teacher she loved acting with such cruelty.

“…I almost couldn’t stop her,” Luna said somberly, “but she’s alright now. She’s very weak and tired, and feels horrible about her actions. She wasn’t in the right state to appear so I volunteered.”

“Can I see her?” Twilight asked, looking up anxiously. Her eyes betrayed restrained tears.

“Soon, Twilight Sparkle, but let us give her some time to rest.” The purple unicorn nodded sadly, then turned and started to walk back toward her confused friends.

“Thank you for telling me, your majesty.”

“Please, call me Luna,” the night princess called back, “I will let you know as soon as Celestia is well again.”

“…Thank you, Luna.”

Twilight hopped off the stage as Luna vanished in an ethereal cloud. Her friends all galloped over to her with questions.

“What was all that about, Twi?”

“Are you alright, darling? You look positively pale!”

“Yeah, you look like a wreck!”

“How come the princess left already? Doesn’t she want her floor?”

“I’ll be okay, girls,” Twilight replied solemnly as she walked past them, “I just…I need to go home and think for a bit, okay?” The others exchanged confused glances as their friend vanished into the departing crowd.

“Well, that was weird,” Rainbow remarked, scratching her head.

“Everythin’ about today’s been weird,” said Applejack as she straightened her hat, “Just give her time, y’all. She’ll bounce back from whatever’s got her down.”

“Oh, Applejack, are the girls still at their little clubhouse?” Rarity asked.

“Last Ah left ‘em. Why?”

“Even if they say it’s safe I don’t feel right leaving Sweetie Belle unsupervised today. I think it’s best I take her home.”

“Ah know what’cha mean. Come on, let’s go. You comin’, Rainbow? Ah reckon Scootaloo will need a ride.”

“Yeah, sure,” Rainbow Dash answered with a shrug, “You wanna come, Pinkie?”

“S’alright!” Pinkie replied, bouncing happily, “I still have work at Sugarcube Corner today. I got a big batch of muffins to deliver to a certain mailmare, too.”

“Just be careful, dear!” Rarity called as Pinkie Pie bounded away, “She lives out by the forest, you know! And the princess said those brutes could still be sneaking about!”

“Don’t worry about me, silly! No space robots are gonna scare me!”

“…I worry about that girl sometimes.”

“Who understands what goes on in Pinkie’s head, Rarity?” Applejack chuckled as she patted the white unicorn’s shoulder, “Now let’s skedaddle. As soon as we get the girls home Ah wanna run over to Zecora’s and check on Fluttershy.”

The three ponies departed the square at a swift pace, making their way towards the edge of the town proper and the trail to Sweet Apple Acres.

****

“…Wazzpinator seriously considering other employment venues.” The hornet Predacon lay in a crispy, smoking heap of parts at the bottom of a smoldering crater deep in a dark forest. One of his arms was thankfully still attached to his torso, and he slowly started to gather up his various pieces.

“Wazzpinator just want one day where Wazzpinator not get shot. Or smooshed. Or blown up. Just one. Is that so wrong?” As he reached out to grab his waste disposal unit, his hand brushed against a small object jutting out of the ground. At its touch, Waspinator felt a zap of energy flow up his arm. He jerked his hand back in shock with a shout. He looked at the little thing in confusion. It was a shining red gemstone just like the ones Tarantulas had examined before. Waspinator wished he had paid more attention to what that mean spider was talking about. Something about radiation? The fried Predacon noticed that his crater was dotted with the little stones and they all exuded some kind of tangible energy. He curiously reached back out and plucked the ruby from the dirt. It seemed to throb in his hand, sending waves of warmth up his arm and into his spark chamber.

“Hmm, tingly.” Suddenly Waspinator’s arm began to change. Starting with his hand, all the scorched metal and internal burn damage started healing, fixing itself almost magically. The hornet’s eyes widened and his mandibles hung open in awe. Within seconds his whole arm was good as new. Then his battered torso plates were restored and then across to his other shoulder. As if enchanted, his scattered pieces began to pull back together and reattach themselves neatly. Waspinator giggled for joy as his wings buzzed to life.

“Oh, happy day!” he cheered, flying out of the crater in pristine condition, “Wazzpinator not understand at all but Wazzpinator not care!” He looped and swerved and rose and dove for a few minutes before hovering to a halt.

“…Wazzpinator probably should call Dragon-bot.” He activated his onboard radio and pinged. “Wazzpinator reporting for duty. Dragon-bot there? Anyone? Hello?” His only answer was static. “Oh, right. Gems fix Wazzpinator but gems make comm-link worth scrap.”

The hornet sat in thought for a moment before hitting a realization. “If Dragon-bot can’t call Wazzpinator, then Wazzpinator not have to find Dragon-bot! Wazzpinator not have to find any Predacons! Wazzpinator can do what Wazzpinator wants! Dragon-bot will never know. Wazzpinator’s plan is foolproof.” He buzzed happily, transforming into his wasp beast mode and whizzing off into the woods.

****

Fluttershy hummed softly as she trotted down the dimly lit forest path towards Everfree’s edge. Her beloved pet rabbit Angel sat very grouchily in her saddlebag, very green in the face.

“I know Zecora’s medicine tasted yucky, sweetie,” said Fluttershy, “but it’s your own fault you got a tummyache. Mama told you not to eat so much junk food.” The rabbit grumbled and sunk into a pouting slouch. He hated being treated like a baby, but he hated his owner being right more.

“I’ll tell you what,” Fluttershy cooed, “If you promise to build better eating habits, then I’ll make that special salad for you tonight. You liked that, remember?” Angel simply huffed, as if to say “Whatever”.

Presently an unfamiliar sound entered Fluttershy’s ears. Angel tilted his head, his own long ears perking up. It was a faint but strong buzzing, far ahead in the gloom and growing steadily nearer.

“I’ve never heard anything like that before,” said Fluttershy, her head falling under her mane nervously, “I hope it’s friendly.” She could barely make out sunlight ahead through the thick canopies. She quickened her pace, hoping that whatever was making the sound wouldn’t find her. But just as she crossed through the wall of trees into an open field a large shape flew out with her, only ten feet away, and stopped parallel to her. The yellow pegasus slowly turned toward the giant wasp as it slowly turned toward her. They both stared at each other, each trying to figure the other out. Fluttershy tilted her head to the side. The hornet did the same.

“Um…H-Hello,” Fluttershy squeaked, daring to take a step closer to the huge insect, “I’ve never seen a w-wasp as big as you are. Do you l-live in the Everfree F-Forest?”

“Nope,” said the wasp.

“EEP!” Fluttershy squealed, diving behind a bush. The huge bug tilted his head again.

“Pony-bot…scared of Wazzpinator?”

“Y-You s-s-spoke! You t-talked! Insects don’t t-talk!”

The hornet rubbed his legs together excitedly, as if he were happy that she was terrified of him. “Wazzpinator finally find someone scared of power of Wazzpinator!” he buzzed with a giggle, “Wazzpinator only bug on outside, Pony-bot. Pony-bot want to see what Wazzpinator really like?”

“U-Um…Not really. I-If that’s okay with you,” Fluttershy meeped behind the bush.

“Wazzpinator show you! Wazzpinator: Terrorize!” To the pegasus’ utter horror, the wasp reared up in midair and seemed to split open down the middle, his body unfolding and rearranging from a giant insect into a tall, green, metal biped with hornet parts all over it. She had to keep herself from fainting on the spot.

“Gaze into epic majesty that is Wazzpinator!” he declared, puffing out his chest with his hands on his hips. Fluttershy backed away slowly, only managing to stutter incoherently.

“Wazzpinator so awesome Pony-bot is speechless!” The metal creature laughed with a little dance, “Pony-bot is alright in Wazzpinator’s book. Wazzpinator so happy Wazzpinator not scrap Pony-bot.”

“S-Scrap?” Fluttershy whimpered, “I-I don’t know what that m-means.”

“You know, scrap!” said the hornet, holding up his hands as if it were common sense, “Shoot, smoosh, blow up. Scrap.”

“Y-you…” Fluttershy’s eyes paled, “You mean…kill me?”

“Uh-huh.”

At that moment a white blur exploded from the pony’s saddlebag and hammered into Waspinator’s face, knocking him head-over-heels through the air. He steadied himself and shook his head, looking around.

“Who dares attack Waz--“ Angel Bunny leapt up behind the hovering hornet, holding a branch so large he shouldn’t have even been able to lift it, and bashed him in the back of the head. Waspinator spun around and hit the dirt with a yelp. The little rabbit didn’t stop his attack. He jumped onto the metal monster and proceeded to repeatedly thwack him in the face so hard his metal head was soon buried in the dirt. Angel hopped off, tossing his club aside, and clapped the dust off his paws. Then he kicked the wasp for good measure.

Waspinator suddenly jerked upright, pulling his battered head free, and snatched Angel up in a tight grip. “Wazzpinator make Bunny-bot sorry! Wazzpinator just got over last headache!”

“Put him down, you meanie!” came a sharp command behind him. Turning around, Waspinator found himself face to face with a very angry Fluttershy. She hovered just above him with her forelegs on her hips and her eyes wide and stern in some kind of haunting, mesmerizing stare. He found his servos moved against his will and he released the white rabbit.

“It’s not nice to scare ponies smaller than you, is it?” The yellow pegasus said firmly. Waspinator could only shake his head in agreement, shrinking in fear of this pony’s sudden, unexplainable power.

“You’re going to be nice to ponies and bunnies from now on, aren’t you?” She narrowed her eyes slightly, which seemed to increase her stare’s potency even more. Waspinator nodded rapidly, unable to understand how he could be cowering before a three-foot pony.

“Now what do you have to say for yourself, Mr. Wazzpinator?” She crossed her forelegs and leaned in close. Waspinator thought his head was going to explode from the pressure.

“…Wazzpinator sorry,” he meeped.

“There now, that wasn’t so hard, was it?” Fluttershy asked with a smile, her manner returning to its former sweetness. The hornet slumped to the ground in a daze, wondering what just happened here. Angel Bunny just smirked. The pegasus reached into her saddlebag and withdrew a roll of bandages. She delicately floated around the hornet, tenderly wrapping the bandage around his bashed head.

“Don’t worry, Mr. Wazzpinator,” Fluttershy said sweetly, “I’ll fix you right up.”

Waspinator blinked. “…Pony-bot scared of Wazzpinator. Then Bunny-bot attack Wazzpinator. Then Pony-bot not scared of Wazzpinator and puts Wazzpinator under mind control. Now Pony-bot fix Wazzpinator. Wazzpinator very confused.”

“Oh, I’d never leave anypony hurt without doing what I can to help,” the pegasus cooed, “And Angel was only protecting me because you were scaring me and being a bully.”

The wasp frowned. “Pony-bot not scared anymore?”

“I was afraid because I’ve never seen somepony like you before, and you were being mean. Isn’t being nice so much more…nice?”

“…Wazzpinator not sure how to feel. No one ever nice to Wazzpinator before.”

“Oh, that’s awful! Don’t you have any friends, Mr. Wazzpinator?”

“Wazzpinator’s friends use Wazzpinator as bait or leave Wazzpinator for scrap. Wazzpinator getting sick of friends.”

“No, no, no!” Fluttershy cried, pulling the confused insect into a hug, “That’s not how real friends treat each other at all! Friends are nice to each other and they have fun and play games and you share stories together and spend your lives together. Friends are one of the greatest things in the world.”

“Wazzpinator never had that,” the hornet sighed, his head drooping down, “Wazzpinator never had friends.”

“Well, then,” Fluttershy replied, hugging him tighter, “I’d be happy to be your first friend, Mr. Wazzpinator. Call me Fluttershy.”

Waspinator was taken aback. His processors didn’t know how to handle this. This little, fleshy equine, the same one he had intimidated and even considered killing, the same kind of creature Megatron had ordered him to attack only hours before, was now offering her hand--er, hoof--in friendship. No one, not Predacon nor Maximal, had ever treated him with this kind of empathy or kindness before. His mandibles began to twitch as lubricants filled his optics.

“Wazzpinator think Wazzpinator going to cry.”

****

Applejack and Rarity hurried along the trail at a quick pace while Rainbow Dash flew ahead over the tops of the apple groves. The trees began to spread out as they neared the clearing.

“I think you guys are way too worried about this,” Rainbow laughed, turning over and backstroking through the air, “The princess said those Preda-whatevers got the hay bucked out of them.”

“Did ya forget the part where only seven of ‘em were able to destroy a chunk of Canterlot in under an hour?” Applejack retorted, running underneath the cyan pegasus.

“Ah, whatever. If any of those blowhards show up I’ll send them packing.”

“We don’t even know what they look like,” Rarity sighed, “In any case, I’d rather we never have to see any of those brutes. They sound simply horrid.”

The three equines cantered into an open patch in the apple grove and came to the large tree in its center, the Cutie Mark Crusaders’ clubhouse standing in its boughs.

“Well, they haven’t burned it down again today, at least,” Applejack snarked as they trotted up the ramp. They could hear the chirping voices of the fillies inside, chattering enthusiastically about one of their schemes, no doubt. Applejack pushed on the door but found it surprisingly locked. She raised an eyebrow and knocked.

“Girls? Y’all okay in there?”

“Oh, shoot!” came Apple Bloom’s voice from inside, “Uh-Uh, one second, sis!” Applejack and Rarity exchanged glances.

“What do we do?” Scootaloo whispered loud enough for the adults to hear.

“We gotta hide her!” Sweetie Belle whispered back.

“…Apple Bloom,” Applejack said flatly, her face deadpan, “Y’all better not have brought home another ‘pet’ from Everfree Forest.”

“N-No, of course not! We’re, uh, just tidyin’ up! Scootaloo made a mess!”

“Hey!”

“Shh!”

Sounds of scuffling and rapid hoofsteps running around came through the door, along with frantic grunts and squeals from the fillies inside. Rarity rolled her eyes and brushed past Applejack.

“I’ll handle this, dear,” she groaned as her horn flashed with blue light. The clubhouse door was bathed in a sapphire glow and popped open magically with a loud thunk. The three adult ponies stepped inside to find the Cutie Mark Crusaders standing in a row, each one with an overly innocent smile on her face.

“Howdy, sis!”

“Hi, Rarity!”

“Great to see you, Rainbow Dash!”

Applejack was not amused. She began pacing the clubhouse, examining the hastily placed table and scattered papers everywhere. She opened the closet to find it empty. “Okay, where is it?”

“…Where’s what, dear Applejack?” Sweetie Belle asked as sweetly as she could manage.

“What you were trying to hide before we came in?” Rainbow Dash replied with a grin. The fillies began to sweat as they forced their smiles wider.

“We aren’t hiding anything!” Scootaloo said a little too loudly as she shuffled her hooves, “We were doing…homework!”

“You said ‘we gotta hide her’,” Rarity retorted, watching her sister closely, “We could hear you outside.”

“No, we didn’t say that!” Apple Bloom denied, “We said, um…”

“I said ‘I got the slider’!” Sweetie Belle butted in, putting a hoof over her yellow friend’s mouth, “Like a slide rule! You know, for math and stuff.”

“Homework!” Scootaloo shouted, nodding.

Applejack narrowed her eyes. Rainbow Dash simply rolled her eyes with a snicker. Rarity tilted her head with a frown. “Miss Cheerilee is giving you trigonometry for homework?” The fillies looked at each other, their smiles faltering.

“…Yes?” Sweetie Belle finally said.

“Okay, okay,” Rainbow chuckled, “The squirts probably just brought home a raccoon or something and were afraid you’d flip out like you always do.”

“I don’t flip out that often!” Rarity snapped.

“Well, there’s no sign of any critters here,” Applejack sighed, “Ah suppose there’s no harm done. Awright, Apple Bloom, it’s time ta go home.”

“Already?” the yellow filly pouted, “But it ain’t even close ta sunset!”

“There’ve been some announcements y’all missed today. Rarity and Ah think it ain’t safe ta leave y’all alone today.”

“Not safe?” Sweetie asked, “What does that mean?”

“I’ll explain on the way home,” Rarity replied, walking around and giving her sister a little nudge toward the door, “Now come on, time to go.”

“You gonna send me home, too?” Scootaloo frowned, looking up at her cyan hero.

“Afraid so, squirt. But we’ll do some acrobatics on the way, okay?”

“Cool!” the orange pegasus cheered, jumping onto Rainbow’s back, “See you later, Crusaders!” The two pegasi vanished in a rainbow blur out the door.

“Do we have to go now?” Sweetie asked, her eyes moving subtly toward the ceiling.

“Yes, we must,” her sister answered, nudging her again.

“But…”

“No buts, young lady.” The little unicorn grumblingly obliged and sulked out the door. Applejack gave her own sister a firm look and Apple Bloom followed suit, making a nervous look back inside before Applejack shut the door.

“Ah know it stinks, but Rarity and Ah just feel better if y’all are where we can see ya.”

“Quite right,” Rarity affirmed with a nod, “And you can go back to your adventures as soon as this all blows over.”

“Okay,” the two fillies groaned. The ponies stepped off the ramp and the pairs of siblings bid farewell and parted ways, each heading for home. All was still back inside the seemingly empty clubhouse until Blackarachnia dropped from the ceiling in her spider mode, transformed in midair, and landed on her robot feet. She crossed her arms and shifted her hips with a scowl.

“Well, it’s a lot more peaceful without the little disasters running around with their screechy voices…But what am I supposed to do now?” She sighed and walked over to the window, peering out at the grove below. The earth ponies vanished down the trail while the unicorns departed into the woods toward a town on the horizon. She scanned the grove as best her fritzing sensors could manage. No one was around. She didn’t know where to go in this alien land but she knew there was no way she was just going to sit in a tiny clubhouse for who knows how long. She raised her leg and stepped onto the windowsill, ready to leap out to the grass below. A sudden movement caught her eye and she stopped. A form moved swiftly between the trees, long and lithe, a bony tail whipping behind it. It was bone white but for blood red metallic patches on its head and hips. Just as soon as she recognized the creature it was already gone, disappeared beneath the canopies. It was headed right for Sweetie Belle and her sister.

“…Oh scrap.”

****

Pinkie Pie bounced down the road in her usual cheery manner, a box full of muffins balanced expertly atop her head. The streets were a lot emptier than normal, but Pinkie was unafraid. She bounded away from the more condensed part of Ponyville and the buildings became much more spaced apart. The path wound ahead towards the southern woods and Pinkie’s destination lay just short of them.

She had only just finished a new muffin recipe, and she had the perfect taste tester in mind: Brighteyes “Derpy” Hooves, Ponyville’s most well-known mailmare. While cheery and sociable, the gray pegasus preferred to live on the outskirts of the town with her daughters.

“It’s because her eye condition has left her a bit of a butterhooves, y’know,” Pinkie said, seemingly to no one, “Some meaniefaces used to make fun of her, but she’s a trooper, the sweetheart!”

The pink party pony sang to herself while bouncing until she came to Brighteyes’ little cottage, nestled against the trees. The muffin box still on her head, she hopped onto the porch and raised her hoof to knock. “Hiya, Ms. Hooves! Pinkie Pie here! Hope Dinky Doo and Amethyst Star have a hankering for some muffiny goodness! I--“ As soon as her hoof tapped the door, it swung open loosely, revealing an empty living room. Pinkie took a cautious step inside.

“Hello? Ms. Hooves? Brighteyes?” She looked around, noticing overturned furniture and scattered objects all over the floor. She headed into the kitchen nervously and found it equally devoid of life. A pot of stew was still boiling on the stove and the refrigerator door hung open. Broken plates lay strewn on the floor. Pinkie gulped and ran to the main bedroom. All three beds were empty. She ran to the open patio door. Shards of broken glass lay at her hooves, meaning something broke the window coming inside. She peered outside. The back yard was just as empty. A filly’s toys lay on the grass.

“Okay, stop describing it like that! You’re creeping me out!” Her heart beginning to race, Pinkie Pie set the muffin box on the couch and sped toward the only part of the house she hadn’t explored yet: the basement.

Bounding through the open window and into the yard, she cantered around the corner of the cottage to the cellar doors. They were covered in some kind of…web? Translucent, luminescent blue strands lay across the entry in intricate patterns. Pinkie stared at the strange substance and poked it with her hoof. It was sticky, and tingled her. Looking around, she reached down and snatched up a stick in her mouth. Shaking her head, she stirred up the stuff on the stick and yanked. It was resilient, but she managed to pull it off. Tossing the gunk aside, the pink pony grabbed the door handles and swung the doors open with a loud creak.

She stood uneasily at the top of the stairwell, peering down into the darkness. No light could be seen at the bottom, but sounds echoed up to her ears. Scuttling and scraping, a hissing voice whispering…a filly crying? Steeling herself, Pinkie Pie placed her hoof shakily on the first step. Then the next. She knew she couldn’t leave without making sure the ponies were all right, but she couldn’t stop herself from wondering what kind of horror awaited her.

Gulping down her dread, Pinkie Pie tiptoed slowly down the stairs and vanished into the darkness of the cellar.

****

“…If your rudder runs aground or seaweed holds a grip! (Kelp!) Count upon the Sea Ponies, they'll see you get help!”

“You are a sadistic monster,” Depth Charge grumbled, dragging his manta ray face through the seafloor in a vain attempt to drown out the mint green seahorse swimming happily beside him.

“Oh, stop being such a grouch,” Lyra Heartstrings giggled, “The song is supposed to make you happy!”

“You know what would make me happy?” groaned the manta, “Not fragging singing!”

“Every party needs a pooper, that’s why they invited you,” Lyra retorted, sticking her tongue out. She turned ahead and pointed ahead with her fin excitedly, “Oh, look! There’s the shore!”

“Finally!” the Maximal shouted, racing toward the slope like a rocket, “You said we were only a mile offshore! I’ve had to put up with you for six mega-cycles!”

“My sense of direction isn’t the best. But what does that have to do with bikes?”

“Oh, shut up.” The manta ray launched out of the water into the air, flying towards the sand. “Depth Charge: Maximize!” His aquatic shape transformed and rearranged into his robot mode, landing heavily on his feet and scattering the sand. Behind him Lyra’s head broke the surface. She shook her wet mane as her horn sparked with emerald light. Her fins sprouted into hoofed legs as her curling tail flourished into silvery hair. Her coat changed from sleek scales to smooth fur. Lyra stepped out onto the sand a full unicorn.

“Cool trick, huh?” she asked cheerfully. Depth Charge was already walking up the beach several feet ahead of her.

“Sorry, didn’t notice,” he replied, not even turning around.

“You’re a real stick in the mud, you know that?” Lyra pouted, trotting to his side.

“Oh hey, you have legs now,” the manta remarked, wholly uninterested, “So go trot home, or something.”

“You’re never gonna get to see Princess Celestia with an attitude like that,” Lyra scowled, “You should come home with me and meet Bon Bon! She’ll teach you some manners!”

“I highly doubt it. Now quit fragging following me like a hungry Scraplet, or so help me I will strangle your voice box!”

“I don’t know what that means.”

Depth Charge slapped his forehead, so very tempted to go for his rifle. Just as they reached the top of the sandy hill, the pair came across a small (for Depth Charge) house sitting nicely between the dunes.

“Here we are!” Lyra called happily, “Home sweet home!”

“…Joy.”

“Mmm, smells like Bon Bon’s making something awesome! You wanna stop in and say hi? Maybe grab a bite? …Can you even eat with no mouth?”

“Will you please, please let me leave in peace if I do?” the manta sighed.

“No problem!” the unicorn laughed, bounding for the door, “I Pinkie Pie promise!”

“…Alright, fine,” Depth Charge said in defeat, rubbing his forehead, “Five cycles, no more.”

“Yay!” Lyra cheered, “You’ll love Bon Bon! She’s a sweetie, and she has this great trick with her voice!”

“Why do I have the feeling you’re going to tell me about it regardless of whether or not I actually care--“

“Most ponies think her cutie mark has to do with candy,” the unicorn laughed, “but it’s actually throat lozenges. See, her special talent is to mimic other voices perfectly. She has a different voice practically every day! Sometimes I wonder if I’ve ever heard her real voice! And I live with her!”

“Wow, that’s fascinating,” Depth Charge lied, “Can we just go inside?”

“Okay, sheesh.” Lyra shook her head, hopping onto the porch and pushing the door open, “Hey, Bon Bon! We have a guest for dinner! A really big guest! Hope you made enough for…all…”

The unicorn stopped dead in the doorway, her mouth hanging open and her eyes wide in horror. Depth Charge knelt down behind her and peered inside. He gasped in shock and reached for his gun.

The inside of the house was quaint and homely, an appetizing aroma wafting out from the kitchen. An equine sofa sat in the living room facing the open door. Sitting on the couch, much too large for it, was a hulking creature the likes of which Lyra Heartstrings had never seen before. It was similar in size and appearance to Depth Charge, but crablike. It was dark red and purple to contrast his silver and blue. Gigantic pincers curled down its back. Its mouth was a hideous vertical slit and it leered at them with soulless, green eyes. It seemed to smile, made all the more horrific by the utter wrongness of its face. It sat almost motionless with one leg crossed over the other, a soft chuckle escaping its lips. Sitting in its lap, held in place by both fear and icy, metal hands, was the terrified and whimpering form of a cream-colored pony with a pink and dark blue mane.

“What an unexpected surprise, my old friend!” Rampage laughed in his soft, spine-chilling voice, “I’m so happy to see you’re here as well.” He petted his captive pony like a dog, the equine’s tearful eyes silently pleading to Lyra and her Maximal companion.

The crab tilted his head and sneered. “I’ll be right with you, friend. As you can see, I was just sitting down to dinner…

Chapter 5: Close Encounters of the Predacon Kind Part 2: A Fistful of Apples

PREDATOR’S MOON
A My Little Pony: Friendship is Magic/Transformers: Beast Wars
Crossover
By Atomic Chinchilla

Chapter 5
Close Encounters of the Predacon Kind
Part 2: A Fistful of Apples

Applejack and Apple Bloom crossed through the wooden gate and into the rolling fields of Sweet Apple Acres. The yellow filly shuffled her hooves sulkily and kicked up pebbles in her path. Her orange sister rolled her eyes, sighing “Ah can only say Ah’m sorry so many times, Apple Bloom.”

“We were fine, sis! There’s nothin’ ta worry about with those Preda-hooey varmints. Not with Blacka…um…”

“Black?” Applejack asked, raising an eyebrow, “Black what?”

“Black belts!” the filly declared quickly, “We’ve been workin’ fer karate cutie marks!”

“…Uh-huh. But y’all don’t know what Predacons even look like, half-pint. What if they’re fifty feet tall and like ta eat little ponies who sass their big sisters?” Applejack reared to her hind legs and growled, doing her best bad imitation of a monster.

“Har har,” Apple Bloom chuckled sarcastically with a pouting sigh. “Does this mean Ah have ta help with chores all day now?”

“Course it does,” Applejack snickered, “You have the whole day ta help out me and Big Macintosh!”

“Oh, cut it out, AJ,” called a voice from the cornfield to their left, “We can handle it just fine. No need ta drag her along.” Trotting out of the tall growth to meet them was a large, red stallion with a calm, almost sleepy face and chewing on a hay stalk, their older brother Big Macintosh.

Apple Bloom jumped up happily. “Really?”

“Eeyup,” he replied.

“Run along, sugarcube,” Applejack laughed, “Ah was only kiddin’ with ya. Go on inside and help Granny Smith make lunch, ya hear?”

Without another word the filly was already dashing off towards the farmhouse in a cloud of dust. Applejack sighed with a chuckle and turned to her brother.

“Always comin’ to the rescue, eh, Big Mac?”

“Eeyup.”

The two earth ponies took a step toward the cornfield when Applejack suddenly stopped and struck the dirt with an annoyed hoof. “Aw, shoot. Ah almost plum forgot.”

“Forgot what?” her brother asked as he raised an eyebrow.

“Ah told the other girls Ah’d check on Fluttershy after Ah took the half-pint home. She wasn’t at the meetin’ this mornin’ so she didn’t hear all the guff about the Predacons.”

Big Macintosh simply nodded calmly, twisting the stalk of hay in his mouth.

Applejack adjusted her hat with a nervous chuckle. “Would ya mind terribly if you could just start on the south field without me while Ah duck out for a bit? Just ‘til Ah can give Fluttershy the heads-up?”

“Nnope,” the stallion replied with a mellow shake of his head. Applejack gave her brother a quick hug before turning on her hind legs and galloping for the gate.

“Thanks, Big Mac! You’re the best!” she called, disappearing in a dust cloud up the trail.

Big Macintosh turned with a placid laugh and headed into the cornfield with a final “Eeyup.”

****

“Dear Princess Luna,
Please forgive me for being blunt, but I really need your help. I’m not sure how, but a piece of the Nightmare’s Moonstone survived the battle last night. Not only that, but it still gives off small amounts of dark magic that have a detrimental effect on ponies in close proximity. It is currently in my possession at the library in Ponyville. I’ve tried as many disenchantments and banishment spells as I can find, but have had no luck in destroying it. I’m hoping that you might have more success than I had.
Sincerely,
Twilight Sparkle”

Having ended her dictation, Twilight levitated her coffee mug to her mouth and took a sip while she waited for Spike to finish. The baby dragon stood next to her, writing the letter swiftly on a little scroll. The unicorn sat at one end of the round table in the center of the bedroom with Rainbow Dash sitting to her left, chugging her own coffee. Levitating above the table was the shimmering piece of the Moonstone, suspended in the strongest force field Twilight could muster.

“And…done,” Spike declared, finishing the letter with a dramatic stoke of his quill, “All set?”

“Yes,” Twilight replied, “the sooner the better.” Spike gave an affirming nod as he rolled up the scroll and held it up, taking a deep breath. He exhaled, breathing a plume of green flame that engulfed the scroll. The parchment flew into the air and dissipated into a puff of smoke.

The purple pony turned back to her steaming coffee, letting out a restrained sigh. With the situation in Canterlot, it could take a while for the princess to get the letter and find the time to come to Ponyville. There was nothing left to do but wait. Her eyes found themselves drifting toward the Moonstone fragment in front of her. The magical barrier helped to lessen the oppressive feelings the stone created. It was an inanimate object that, so far as she knew, contained no traces of the Nightmare itself, but she couldn’t shake the feeling that the gleaming stone was watching her, leering at her.

“Okay, that’s it,” Rainbow Dash said at length, setting her mug down loudly and standing up, “We’re going outside.”

“Hm?” Twilight responded as she cocked an eyebrow, “What for?”

“It’s too depressing in here,” Dash quipped, stretching her wings as she waited for the unicorn to get up, “The rock isn’t going anywhere, and it could be hours before the princess shows up. You need to get out of this stuffy room and get some fresh air. And I’m hungry.”

A loud gurgling suddenly rumbled out of Twilight’s belly and her face flushed red. She lowered her eyes and scratched the back of her neck in embarrassment.

“Got the munchies too, I see,” Rainbow snickered before giving her friend a soft nudge, “Come on, let’s go grab some grub.” The lavender unicorn nodded with another sigh and stood up, beginning to slowly plod towards the door as the cyan pegasus happily cantered at her side. “Hold down the fort, will ya, Spike?”

“You got it, RD,” Spike answered with a salute.

No sooner had the pair exited the bedroom and entered the main library floor when Twilight immediately began to feel better. She felt her spirits begin to perk up a bit, the uneasy knot in her stomach replaced by simple hunger. The obvious improvement made Rainbow Dash grin as she patted her friend’s shoulder.

“See? Better already. What did I sa--“

The floor underneath their hooves abruptly started to shake and rumble, knocking them both on their flanks. The furniture shook and toppled over, books tumbling off the library shelves like fallen leaves. Rainbow Dash jumped into the air and hovered on her wings, looking around in bewilderment.

“Since when does Ponyville get earthquakes??”

“I-It d-d-doesn’t!” Twilight stuttered as she struggled to stand, “We-We’re n-no-nowhere near a f-f-fault line! S-S-Something’s d-digging un-under-underneath us-s-s!”

The tremor suddenly waned, growing softer under the unicorn’s hooves. But the rumbling persisted and they could feel it traveling away from them, toppling the tables and chairs on a direct path towards—

“Outside!” the ponies shouted in unison, and they both bolted for the door. Twilight magically threw it open and the pair rushed out into the bright sunlight.

The street was empty and the air was still as the pair skidded to a halt. The cobblestone road underneath them shook and cracked in a path leading from the library and stopping about thirty feet from the ponies. The pavement buckled and swelled, as whatever was tunneling below drew closer to the surface. With a great crash the stone exploded upwards in a cloud of dirt that showered on the ponies, causing them to reel back and cough. Twilight quickly rubbed the dirt from her eyes and paled at what she immediately saw.

Squirming up from the ground was an enormous, dark red ant, the size of a large stallion at least. It wriggled up onto the cobblestone and shook the loose dirt from its carapace. Its antennae twitched rapidly as if it were searching for something, waving its head around in quick, jittery movements. Its huge, bulbous eyes caught sight of the two equines and the insect spun around to face them, its front legs raised readily.

“Twilight…” Rainbow Dash murmured in disbelief, “What…exactly am I looking at?”

“I have no idea!” the unicorn replied in equal shock, “I’ve never even heard of ants that grow that big!”

“But what is--“

“Silence, flesh creatures!” yelled a deep, coarse voice. The ponies jumped back in surprise, looking around for the source of the voice before noticing the ant’s chittering mandibles.

“Twilight, it…it talked.”

“But-But that’s impossible! Ants don’t have the proper lungs or mouth parts capable of forming--“

“What part of ‘silence’ don’t you ignorant creatures understand?!” the ant roared, rearing up and waving its legs wildly, “I have no time for your prattle! Tell me where the Royalty is at once!”

Twilight blinked, trying to move past the scientific impossibility of a giant, talking ant. “Royalty? You…mean Princess Celestia?”

“BAH!” the ant growled furiously at the mention of her name, “Do not speak to me of that false Royalty that assaulted my dear Queen! If I ever see that pony witch again she shall burn!”

“What??” Twilight snapped, her eyes narrowing, “Who are you?! What do you have against the princess?!”

The insect hissed, taking a jerking step toward the ponies, “So, you are spies! Servants of the false Royalty! You’ve kidnapped my Queen, haven’t you?! Trapped him in a horrible, equine dungeon, haven’t you?! That’s why I cannot find him on my scanners!”

“Okay, he’s saying things,” Rainbow Dash said flatly, scratching her head, “but I have no clue what he’s talking about.”

“I think you’re confused, Mister…um, Ant,” Twilight said with a bewildered tilt of her head, “Princess Celestia hasn’t kidnapped anyone, especially not some queen of…” Her eyes narrowed again. “Wait a minute. Are you a--“

“Lies!” thundered the ant as it stomped up and down in a tantrum, “More of your pony lies! My glorious Royalty! Megatron, Queen of the Predacons! Where is he?!”

Both sets of pony eyes widened like saucers at that single word: Predacons. Twilight Sparkle jumped back and lowered her horn at the insect, its tip blooming with magenta light. Rainbow Dash growled as she straightened out and beat her wings, ready to torpedo into the creature.

“Tell me where he is or I will raze this valley into ashes!!” screamed the ant, any sense of sanity completely absent from its voice, “Inferno: Terrorize!!!”

****

Pinkie Pie strained and pulled against the blue web holding her to the wall, but the translucent gunk wouldn’t budge. The black, metal spider was busying itself over its makeshift operating table, leering down at the restrained Dinky Doo with eight sickly green eyes.

“Computer,” the arachnid chittered to itself, “open Datatrax Alecron, subfile Willows. Begin recording.”

“Hey!” Pinkie shouted from the wall, “Don’t think you’re gonna get away with this, meanie-jerk-face! Ms. Hooves and I are some of the most well known ponies in town! They’ll notice we’re gone and then they’ll find us and then they’ll throw the book at you! And I bet it’ll be a really big, really heavy book, too!”

“Despite certain annoyances,” the spider continued, casting an irritated glance at the pink pony, “I have some valuable time to myself without that idiot Megatron leering over my shoulder. I have secured a suitable location and four most agreeable test subjects for the purpose of uncovering the secrets of these odd crystalline objects.” It moved its foreleg across the table, nudging the assorted gemstones it had collected next to Dinky. “Internal sensors are barely functional due to passive radiation fields generated by the crystals. I would be using my external scanner for better readings, but it was destroyed several mega-cycles ago during the encounter with that equine witch.”

“Are you talking about the gems?” Pinkie butted in, squirming on the web, “Hey, you’re talking about Princess Celestia, aren’t you? Hey, quit ignoring me!”

“The radiation fields have no discernable effect on these organic life forms,” the spider monologued again, ignoring her as it picked up a sapphire with its pedipalp and slowly prodded the pointed end into Dinky’s belly, causing the filly to whimper fearfully. “And yet they possess a number of unusual characteristics when exposed to Predacon circuitry. Effects catalogued thus far include interference in our sensors and radio arrays and power surges with prolonged physical contact, resulting in boosts in Energon levels and regeneration of internal and external damage. It’s…like these gems are some altered form of Energon crystals.”

“So you are a Predacon! But what are you doing all the way over here in Equestria? You aren’t even in the right franchise, silly!”

“Though I haven’t found much trace of the Aliens since we landed on this planet, whatever technology pulled us here, as well as the sheer number of these stones seeded throughout its surface, can only mean that--Wait, what?” The metal arachnid spun around and would have raised some eyebrows if it had any.

“Huh?” Pinkie responded with a confused look.

“What did you say?”

“I dunno,” she replied with a shrug.

“You know what Predacons are?” The bug took a step closer, tilting its head quizzically.

“Sh’yah!” the pink pony laughed with a roll of her eyes, “Of course I do! And you’re Tarantulas, a transforming, alien robot! But that still doesn’t explain what you’re doing in Ms. Hooves basement…”

“How can you know these things?” the spider growled, its pedipalps quivering angrily, “Cybertron has never made contact with this planet before! I’ve never seen you before! Answer me, you little--“

The gears were turning hard in Pinkie Pie’s head as she ignored the threats from the irritated Predacon. She frowned, trying to piece together the clues like a jigsaw puzzle. “I was never that good at jigsaw puzzles, ya know,” she pouted to no one in particular, raising more angry confusion from Tarantulas, “Let’s see…Transforming robots suddenly pop up in Equestria. Predacons attack Canterlot. A Predacon shows up at the perfect time for me to run into him. I can’t slip free until he’s finished giving exposition…”

“I’m losing my patience, fleshling!” the Predacon hissed, “What are you talking about?!

“Now I get it!” Pinkie cheered loudly, “This is a crossover! Don’t know why I didn’t see it sooner!”

Tarantulas’ eight eyes blinked as his mouth hung open in a blank stare. “…What.”

****

Applejack galloped up the path at a steady pace. The road ahead wound and wove through the hills beside Sweet Apple Acres on its way back into town. Fluttershy would most likely be home by now. Her cottage wasn’t too far, but the orange mare wanted to hurry anyway. Applejack could only imagine how the timid pegasus would take the news of the Canterlot attack this morning. She chuckled, imagining Fluttershy flying about in a panic, barricading her door and boarding all the windows.

”Okay, maybe that’s a mite exaggeratin’” Applejack said to herself, “Gal did save our hides from a dragon, after all.” She blinked as she suddenly realized something. She didn’t really know that much about Fluttershy. Out of all her five friends, she had spent the least amount of time alone with her. Come to think of it, she had practically never spent time alone with Fluttershy. The only times she really did were always work-related.

Her pace slowed to a trot as Applejack’s mind focused on this new train of thought. It wasn’t as if she and Fluttershy actively avoided each other, and her work on the farm didn’t leave a lot of room for a social life anyway. But she always made time for her friends, they hung out as a group often enough. Even then, she couldn’t recall ever really having a meaningful conversation alone with the yellow pegasus. Why? They didn’t have clashing personalities like she did with Rarity. It couldn’t be Fluttershy’s insecurity; she was always able to open up around her close friends. So what was it?

“Ah never thought about it before. Maybe…” Applejack said hesitantly, slowly coming to a halt, “Maybe she just doesn’t like me.” She sighed, regretting the whole notion. But once an idea has taken root it’s not easy to get rid of. “Should Ah ask her about it? Or would that just be too weird? Maybe Ah’m overthinkin’ this. Gah, Ah can’t think about that at a time like this, Ah have ta--“

The earth beneath her hooves rumbled softly, snapping her to attention. A split second later the sound of an explosion rang from behind. She reared up and whirled around to see a thick column of smoke in the near distance. Right in Sweet Apple Acres, rising from--

“The south field! Big Macintosh!” Without a second thought, Applejack gritted her teeth and thundered back down the road towards the smoke in the field. A million scenarios ran through her mind, none of them pleasant. A rogue pack of Timberwolves, maybe, the Flim Flam Brothers could be starting trouble again, or even those Changeling critters. She knew her brother could probably handle it, whatever the case, but Fluttershy would have to wait until she made sure.

The orange mare galloped straight for the wooden fence at the roadside and cleared it in one bound without losing a beat. Charging headfirst into the cornfield ahead, she made her way between the high stalks, keeping the smoke in sight. As she neared the clearing where she first left her siblings, Applejack began to hear raised voices ahead. One was definitely Big Macintosh, and the other was a scratchy, whiny voice with a similar accent. They were shouting at each other, and the whiny one seemed to be laughing wildly.

Applejack made a last sprint, leaping through the cornstalks and skidding into the open, ready for action. The barn lay in flames just across the yard, debris and assorted farming equipment strewn about. Big Macintosh was directly in front of her as she ground to a halt behind him. The red stallion stood with his legs spread, glaring ahead at the burning barn. He turned in surprise as his sister galloped to his side.

“AJ? Ah thought you--“

“Ah heard the ruckus, Big Mac!” Applejack replied, “What the Sam Hill is goin’ on??” Her brother simply pointed with a shake of his head, and Applejack looked past him, raising an eyebrow.

Standing across from them, in the thick of the smoke rising from burning cornrows, was a figure standing on its hind legs. It was a little taller than Applejack, its body was covered in a yellow and teal-colored armor or exoskeleton, and looked like some kind of scorpion standing on its pincers. Its left hand was a mass of eight spindly legs and its whole right arm seemed to be a snake, ending in a cobra’s hissing head. The thing’s true head leered at them with shining red eyes. It chortled loudly at the arrival of the orange pony.

“Well shoot, we got us another one!” the snake-scorpion hollered with an eager snarl from its cobra hand, “Ah been itchin’ fer a throw-down ever since that magic princess crowbait sucker-punched me!”

“What…What the hay is he on about?” Applejack asked, staring in confusion.

“No idea,” Big Macintosh answered with a scowl, “The varmint just showed up a minute ago and started blastin’ the place. Said his name was Quickstrike.”

“Hey!” the monster grumbled, “Don’t you mules be callin’ me a varmint! You’re the flea-bitten yahoos who wouldn’t stay down an’ die when we sacked yer slaggin’ city this mornin’!”

At the mention of this, the two ponies jumped back in surprise. “What the?!” Applejack exclaimed, “Does he mean Canterlot?!”

“Ah knew there was somethin’ shifty about this guy,” Big Macintosh growled with a snort, “He’s a Predacon, AJ!”

“Was it really that hard ta figger out?” Quickstrike sneered, taking menacing steps toward the ponies, “Now before Ah slag the both of ya, there’s just one thing Ah wanna know.” He accented his words with an intimidating lash of his snake arm, its jaws snapping shut inches away from the stallion’s nose. Big Macintosh reared up in shock, neighing angrily.

“Hah, you pack mules sure spook easy, don’t ya!” Quickstrike guffawed, slapping his knee, “Now you critters be real helpful-like and tell me where the other Predacons are. Tell me fast and Ah might just scrap ya quick and painless.”

“Why in the world would we know that?!” Applejack shouted, jumping between the Predacon and her brother defensively, “They said Princess Celestia kicked yer rotten flanks into next week!”

“Ah told ya that slaggin’ witch done rabbit punched me!” Quickstrike seethed, stomping his pincer feet, “Ah woulda scrapped her good if she fought fair!”

Applejack scoffed. “Oh sure, ‘cause you’re just so big and scary, right?”

Quickstrike’s eye twitched. “…’Scuse me?”

“Settin’ barns on fire and scarin’ farm animals?” the mare quipped, “Yeah, real tough work, there. And ta think Ah was actually worried about Predacons.”

“Hey!” Quickstrike growled, jumping in place angrily, “Ain’t no one tougher than me! Ah’ll kick the aft of anybody says otherwise!!”

“Leave the little guy alone, AJ,” Big Macintosh said with a grin, “Ah’m sure he’s just insecure about bein’ so small and puny. His friends are prob’ly the real tough Predacons.”

“Wh-What?! That’s the biggest load of slag Ah ever heard!” the Predacon fumed, his arms quivering, “Are you two askin’ fer a beat down?! Ah’m gonna tear up yer hides but good!!”

“Oh, so that’s it,” said Applejack with a sly tilt of her hat, “Poor, little thing must be so scared without his big, strong buddies ta make him feel special, huh?”

“Eeyup.”

And with that, Quickstrike snapped. “Ohhh…you little slags are in fer it now!! Ah ain’t gonna stop kickin’ yer keisters ‘til there’s nothin’ left but a pulpy smear in the dirt! YEEEEE-HAAAAWWW!!!”

Screaming a battle cry, the Predacon leaped into the air and fired a lance of green plasma from his cobra hand. The pony siblings exclaimed in alarm and dodged to either side away from the blast. Quickstrike landed on his feet and fired off more shots at Applejack, who galloped just ahead of the plasma beams and dove for cover behind some overturned bales of burning hay.

“Take that, crowbait!” Quickstrike laughed, blasting the bales into ashes one by one to drive her out, “What’s that you were sayin’ ‘bout me bein’ small and puny?”

Quickstrike was then smashed into the barn wall by a kick from Big Macintosh.

****

“Inferno: Terrorize!!!”

To the astonishment of Twilight Sparkle, the ant’s body suddenly reared up on its hind legs, body parts shifting and changing with a metallic grating sound to form a bipedal armored warrior. He now stood much taller than any stallion, gibbering mad grunts of rage between his fanged teeth. Rainbow Dash’s jaw dropped as she tried to make sense of what she was looking at.

“You filthy creatures have tried my patience!” bellowed the ant, “Perhaps this will loosen your tongues!” The Predacon reached behind his back and drew two ludicrously large pistols, spinning them dramatically like a gunslinger. Before the ponies could respond, Inferno leveled his guns above them and shot a salvo of fireballs into the library behind them. The tree immediately burst into flames, its canopy going up in a golden blaze.

“The library! SPIKE!!” Twilight screamed, turning back towards the tree in horror. She made a bolt for the door, but Rainbow Dash darted in front, blocking her path.

“No, you can’t!” the pegasus yelled, “You’ll be cooked alive in there!”

“Let me go, let me go!” Twilight cried, straining against her friend as tears filled her eyes, “Spike is in there!!”

Inferno laughed maniacally, blowing the smoke off his gun’s barrel. “This is just a taste of the fire I will rain upon you! All of your equine land shall burn until I find my queen!!” He rested one pistol on his shoulder as he drew the other on the ponies in front of him. “Are you ready to talk, or must one of you taste my flames to encourage your friend?”

Rainbow Dash narrowed her eyes and gritted her teeth. “Twilight,” she said firmly, the unicorn’s tearful eyes meeting her own, “Can you get Spike out of there okay?”

“Y-Yes! I know I can!”

“…Okay.” The cyan pony released her friend, stepping aside to face the crazed Predacon. “Get going.”

“But what about you??” Twilight asked, looking back at Inferno with dread, “I can’t let you fight that thing alone!”

“You have a dragon to save, now get moving!” Rainbow shouted, leaning forward like a sprinter ready to charge, “Don’t worry about me! I can take this flank-head.”

Twilight looked at the blazing library, then back to Rainbow Dash, eyes filled with worry for both. The pegasus silently nodded with a reassuring smile. Without another word, Twilight galloped into the doorway, disappearing in the smoke.

“So your comrade abandons you to my flames while running into her own!” Inferno laughed mockingly, “Now it's just you and me, fleshling.”

”Wrong, bug-eyes. It’s just me.”

Rainbow Dash launched forward faster than a rocket, tackling the bug right off his feet with the force of a cannonball, his guns falling to the ground behind them. She didn’t stop there, carrying the Predacon with her as she smashed him through the rooftop across the street. She wheeled up through the sky over Ponyville and back around in an arc of rainbow light, Inferno flailing madly in her hooves, and slammed him through anything solid she could find in her flight path: walls, boulders, trees, and the occasional fruit stand.

Inferno finally regained his composure and clamped one hand on the pony’s throat. With a gargled roar, he raised his other arm and socked her across the jaw. Rainbow spun out of control, releasing the ant and spiraling down to crash into an oak tree. She slumped to the ground as her vision swirled, holding her throbbing forehead. The Predacon used this chance to activate his own flight as his ant’s abdomen snapped open and fired his jet boosters. He rocketed back toward the burning library and landed hard, the cobblestones cracking under his feet. He snatched up his idle weapons with a gleeful grin and took to the sky again.

Inside the blazing tree, Twilight did her best to navigate through collapsing debris and choking smoke. She thought she caught a glimpse of the Moonstone piece on the floor across the room, but that was the least of her concerns. With a loud crack, a portion of ceiling and branches came tumbling down above her, and the unicorn barely rolled out of the way in time to dodge. “Spike, where are you!” she coughed, her throat burning, “Spike, answer me! Spike!”

Her heart skipped a beat as soon as she heard his weak cry. Fighting through the maze of scorching rubble and black smog, she finally found him. The baby dragon lay on his stomach, pinned beneath a collapsed bookcase. Twilight frantically levitated the wreckage off of him and knelt down to examine him. He was unconscious and bruised all over, but thank heaven, not terribly hurt. She breathed a long sigh of relief before gagging on the smoke. Snapping back to attention, she placed her assistant on her back and bolted back for the door.

As more and more of the library crumbled around them into blazing ruin, Twilight found it harder and harder to breathe and keep her eyes open. The ambient heat and glaring light of the flames stung her eyes as she tried desperately to find the front door again. All sense of direction was thrown off since her beloved library was transformed into a furnace deathtrap. The unicorn started to panic as the heat continued to sap her strength. She fought her aching lungs and singed hooves, her head beginning to swirl and go numb. With a last cry of desperation, her horn ignited and a shockwave of ruby light burst forward, pile driving the wreckage aside and blasting a hole in the wall.

Twilight Sparkle weakly tumbled outside onto the grass, panting and gasping the clean air again as Spike slid off her back. Wanting nothing more than to fall unconscious herself, Twilight’s mind was forcefully snapped awake as sounds of battle boomed overhead. Rainbow Dash was still dueling the Predacon in the sky above them.

Inferno cackled as he raced after the pegasus, his guns spewing volleys of fireballs. Rainbow wove and spun between the blasts, barely avoiding singing her hair and feathers. With an acrobatic twist, she flipped around and drove a flying kick into the ant’s chest, knocking him through the air. Inferno growled with the hit and steadied himself, only to be bowled over by another dashing strike. And another. And another. But as the cyan blur charged with another attack, the Predacon ducked below and kicked her in the stomach as she passed over him. Rainbow lurched to a halt and plummeted down, holding her belly in pain. She regained control just in time and pulled up to avoid splatting into the ground. Hovering in place, her eyes darted around to find her enemy, but the bug had vanished.

A shadow suddenly fell over Rainbow Dash from above. Looking up quickly, she spied the Predacon. Right on top of her, guns ready.

“Goodbye!” Inferno laughed. His pistols ejected twin streams of napalm, igniting the air in a jet of fire. Rainbow screamed, pulling to the side only just in time to avoid being incinerated by the blast. A good portion of her tail was gone instantly, several primary feathers on her left wing were burned, and her left hind leg was badly singed. Restraining a cry of pain through clenched teeth, the blue pony pulled away as fast as she could manage on a wounded wing and raced toward the clouds for cover. Inferno gave chase again, blazing after her with his flamethrowers in a streak of flame.

A bolt of magenta energy fired up from below and struck the Predacon in the back. He tumbled through the air away from Rainbow Dash, using his boosters to regain balance. Whirling around to face the ground, he quickly found his attacker. Twilight Sparkle stood in the grass in front of her smoldering library, horn gleaming with magical light. Her coat was dirty with soot and she could hardly see or breathe from all the smoke, but she refused to fall now, focusing what remained of her willpower in her magic.

“Argh,” growled Inferno, “So the other one survives! Easily remedied!” With another cackle he dove downward, shooting salvo after salvo of fireballs at the unicorn like a rain of meteors.

Twilight clenched her eyes shut and poured her dwindling strength into her horn. A dome of crimson radiance sparked to life around her and deflected the ant’s barrage back into the sky. Inferno gasped in surprise at seeing his own fireballs sent right back at him. He twisted and ducked and dodged all that he could, but a lucky shot clipped his shoulder. He spun around in place as his armor sizzled, spouting a stream of frenzied curses. The lavender unicorn jumped on this opening and dispelled her shield, breaking it into a magical volley of her own fireballs. Inferno squealed as he noticed the missiles too late. Every magic bolt hit its mark, the Predacon vanishing in a magenta explosion.

Twilight’s front knees gave out and she slumped down, sweat cascading down her forehead as she panted and coughed for breath. “That should…” she wheezed weakly, “…That should take care of him.”

“And yet it didn’t, fool!” Inferno bellowed as he appeared out of the smoke, charred and damaged but intact, “Your bravery is pointless, little equine! Allow me to show you why!” The flamethrowers spewed from his pistols again as the mad insect waved them giddily in the air. He began to lower the napalm jets mockingly slowly, closer and closer to the unicorn as he laughed again. Even from a distance the searing heat was more than Twilight could stand, yet her legs refused to move, their strength completely drained.

“Forgetting something, bug-breath?”

“Huh?” grunted Inferno, stopping his attack and looking back up.

Rainbow Dash wheeled around and around in the clouds overhead, pulling them into her backwash. In seconds she built up a whirling column of storm cloud around her, guiding it down as she narrowed her arcs. Before Inferno could even realize what was happening he was engulfed in a churning tornado, flailing helplessly in the center of the vortex. Rainbow beat her injured wings with all her might to keep the storm going, giving it everything she had and more.

The Predacon wailed and fired his weapons, but his shots dispersed randomly in the maelstrom as he tumbled end over end. Rainbow smirked at her captured target and kicked at the wall of cloud as she passed by, erupting a bolt of lightning inside the tornado. Inferno howled as the bolt blasted his back. Rainbow Dash looped around and kicked the clouds again, firing another thunderbolt into his chest.

“What happened to all that tough talk, tough guy?” the pegasus jeered as she kicked another bolt at her foe, “You think the princess was bad? Just wait ‘til I’m done with ya!”

Inferno threw back his head with an insane roar, piercing through the howling winds and rolling thunder. He jolted upright and steady with his boosters, glaring hatefully at the cyan pony. Thrusting his weapons together and downward, he launched another raging gout of fire, merging the twin streams into one. The flames blazed to the bottom point of the tornado, and the Predacon screamed another shrill roar. Bringing his arms up and out, he began to twist in sync with the storm, spinning faster and faster.

Rainbow Dash had no idea what the crazy bug must be thinking until she saw the golden glow rising up below. Using the pegasus’ own winds and momentum, Inferno’s blaze raced up higher and higher from the ground, evaporating the storm clouds and replacing her tornado with his own.

From below, Twilight could only watch in horror as her friend’s attack was twisted into a blazing conflagration in the sky. She frantically scanned the monstrous firestorm for Rainbow Dash, but the pegasus was lost in the flames. She groaned desperately as she tried to power up her horn again, screaming inside. She couldn’t afford to run out of energy now. Rainbow Dash, Spike, all of Ponyville could be lost if she didn’t find a way to stop this thing. Straining with all she could muster, crying out in pain, her horn ignited with a few magenta sparks, the best she would be able to summon.

Then suddenly a large plume of fire and smoke expelled from the fiery vortex. It sailed through the air and crashed into the street several yards away, scraping along the ground before skidding to a halt. The flaming tornado overhead slowed and waned, the blaze dispersing into the air and dissipating into clouds of smoke until nothing remained. Twilight looked up with a relieved gasp. Rainbow Dash won, she must have. But the blue pegasus was nowhere to be seen in the sky. She looked back down to where the fireball had landed as its smoke dispersed…and her heart almost stopped in shock.

Inferno stood on his feet in the smoking trench. He was battered, badly scorched, one eye was shattered, and his booster engine was all but scrap. Yet he still stood, one foot firmly planted on the fallen form of Rainbow Dash. She glared up at him on her side, gasping for breath.

“And here’s…” Inferno hissed, lifting his pistol and lowering it to the pegasus’ head, “…here’s where it ends…Now you burn, pony.”

“You talk too much,” Rainbow spat defiantly, no trace of fear in her eyes or voice.

“NO!” Twilight screamed, her horn flaring with ruby energy. The unicorn vanished in a bubble of light and reappeared between Inferno and Rainbow Dash, blowing the ant off his feet.

The Predacon fell onto his back, dazed by the blast. He creakily sat up with a groan, staring bewilderedly at the unicorn’s sudden entrance. Twilight and Rainbow Dash lay together in the dirt, both too weak to move, but neither willing to back down. Inferno growled furiously at being ambushed yet again, but his anger gave way to mad laughter. He giggled and pounded the ground as he raised his gun again, aiming pointblank at the two ponies.

“Hey!” yelled a voice to the side. Inferno turned to face this newcomer only to meet a little, green fireball in the face. It wasn’t terribly painful, but it caused him to yelp in surprise. Twilight’s eyes widened.

“Spike!”

The baby dragon stood a ways away from the three combatants, ready for action. “You better hightail it outta here, buster!” he shouted, “I’m only gonna say it once!”

Inferno burst out laughing again, slapping his knee. “I’m only going to say this once, little hero! Burn!!” He snapped his pistol in Spike’s direction and spewed a jet of napalm. The little dragon was enveloped by the blaze and vanished in the flames.

“Spiiiiiiike!!" Twilight screamed as hot tears streamed from her aching eyes. She weakly tried to scramble towards the fire, but Rainbow Dash held her back for her own safety.

“I don’t get it,” said Spike as he calmly walked out of the smoke, “Was that supposed to do something?”

“Bwuh?!” Inferno cried, flinching back, “How did you--You should be nothing but ashes!”

“Dragons are fireproof, hay-for-brains,” Rainbow Dash chuckled with a wry smirk.

If Twilight had the strength, she would have kicked herself for forgetting such a thing. She sagged back down with a relieved sigh.

Inferno gulped as he looked back and forth between Spike and the two ponies, beginning to question if continuing was worth it in his present state. He might be able to crush the dragon, but what other tricks could these wretched equines be hiding?

“Inferno,” crackled a deep voice over the Predacon’s radio.

“R-Royalty?!” Inferno squeaked with sudden glee, “Royalty, you’re alive!”

“Yes, now….silent. This…..portant.”

“I await your command, my Queen!”

“Who the hay is he talking to?” Rainbow Dash whispered.

“How should I know?” Twilight replied with a raised brow.

“I am br….casting my c……inates on a Pred……annel…You should be…….to find my positi…..easily. Oh, and would……be a dear and pick up Quickstrike? …scans show….should be close by.”

“I shall come at once, Royalty!” The transmission then cut out and an awkward silence fell over the four as they stared silently at each other.

“Ahem, you escape with your lives today, flesh creatures,” The ant said at length, staggering back up and standing shakily, “But if I ever see your sickeningly colorful hides again you will all taste my flames!” He stood dramatically, his booster engine powering up…and sputtering out.

“Hold on a second,” Inferno grumbled, his engine clicking like an empty lighter, “Come on, blast it.” After several more tries, his rockets finally ignited and the Predacon rose into the air. He turned and silently drifted off into the distance with the little dignity he had left.

Once they were finally alone in the burning wreckage, Twilight’s head drooped down, her whole body utterly spent. Spike ran over and threw his arms around her. She managed a soft laugh and returned the embrace. Rainbow Dash smiled and patted the unicorn’s shoulder. A raindrop suddenly landed on her nose. The pegasus looked up to notice squads of firefighting pegasi gathering overhead, pulling rain clouds towards the library. She scoffed and rolled her eyes.

“Oh, now they get here.”

****

“Crossover? Franchise?” said Tarantulas, climbing up the basement wall until his eight eyes stared directly into Pinkie Pie’s, “What are you babbling about?!”

“I dunno,” Pinkie giggled with a little shrug, “I just know things sometimes.”

“You ‘just know things’?” the spider asked, his curiosity barely containing the urge to shoot her, “How? Is it some form of telepathy? Alien technology? Mysticism?”

“Nah, it’s not magic, silly filly. Sometimes my Pinkie Sense just gives me these random flashes. Like words or pictures, and they make sense when I think about them, but then they just get silly and poof! I forget all about ‘em! Like that goofy one with the cupcakes.”

“How…is that even possible? You must be insane…but you know about Cybertronians and you know my name! How can you know this?!”

“Same way I know about the Mirror Pool incident next year, why hot dogs come in packs of ten but hot dog buns come in packs of eight, and how the elephant got in his pajamas! …Wait, what was that first one?”

“Are…” Tarantulas stammered as his eyes twitched, “Are you saying you possess spontaneous omni perception?”

“Ooh, what’s that taste like?”

The spider devolved into fuming gibberish, sliding off the wall and springing up into his robot form. He jammed his gun against Pinkie’s head, screeching “I have had it up to here with you and your nonsensical…nonsense! I don’t know how you do your ’random flash’ thing, and I don’t care! I’m going to vaporize your head if for no other reason than my peace of mind!”

And then the music started. Gently wafting in from nowhere, a melody began to build in the air around them. Tarantulas paused, his arm dropping down, as he looked around in confusion.

“What is that?” the Predacon asked, “Where is that music coming from?” He turned back to the web, but Pinkie was gone. Tarantulas jumped back, exclaiming in surprise. He turned around to spot Pinkie Pie standing on her hind legs and leaning against the adjacent wall with her forelegs crossed. Her eyes lit up and a smile spread across her face as the music began to swell.

Tarantulas blinked and confusedly tilted his head to the side. “How did you get over there? What’s going on?!”

“What’s going on is it’s time for me to make my daring escape and rescue the Hooves family!” the pink pony declared, pointing towards Dinky Doo on the table and the restrained Amethyst Star and Brighteyes Hooves across the basement.

“Oh, really now?” the spider hissed, his trigger finger starting to itch, “As if it would be that easy. I don’t know what you think you’re doing, you little migraine, but I’m going to take you apart piece by misbegotten piece!” He stalked towards her menacingly, but the equine was unfazed. She stepped away from the wall with her forelegs behind her back.

“Ya know, Mr. Predacon,” Pinkie chuckled, “I’m really not one to go batty…” Before Tarantulas could react, the pink pony pulled a baseball bat from behind her back and swatted him across the face. He spun around in place, spitting teeth from his mouth before collapsing to the floor with a raspy groan.

“…but you’re driving me up the wall!”

Tarantulas looked up to see headlights rushing toward him and hear a blaring car horn. From out of nowhere Pinkie Pie came roaring in on a red and blue, flat-nosed semi truck and steamrolled over him. The truck vanished just as quickly as it came, and the Predacon was left flattened cartoonishly on the floor, limbs twitching. Pinkie landed on her rump with a squeak and smiled at her foe as he achingly pulled himself back into shape.

“You ready to give up?” she giggled, “I’ve got a lot more puns where that came from!”

“This is madness…” Tarantulas wheezed, staggering to his feet, “How is that…even possible??”

“That’s just the way this party pony rolls!” Pinkie replied.

“What--No! Not another pun!” the Predacon screeched before a giant rolling pin flattened him again. Pinkie Pie hopped up and spat her tongue out playfully at the crunched arachnid. Turning around, she bounced over to the table where a relieved Dinky Doo lay waiting, leaving Tarantulas behind in the dirt. The purple filly beamed a comforted smile as Pinkie started to tear off the webbing with her teeth.

“Don’th you worry!” Pinkie said, her mouth full of web gunk, “I’ll haff you outh in no thime!” The goop was ludicrously sticky, and gave her mouth a tingly, numbing sensation, but she wasn’t about to just stop now. She pulled and pulled, and the web finally started to peel away, loosing one of Dinky’s forelegs.

“There, thath wathn’th tho hard,” she said with a nod of approval before biting down on the next one. As she gripped the webbing in her teeth, she noticed Dinky’s expression change suddenly. The filly started to whimper, looking above and behind Pinkie Pie, and her eyes grew wide with fright again. Pinkie blinked in realization as a shadow fell over the table.

“Uh-oh,” said Pinkie.

“Indeed,” said Tarantulas.

The arachnid backhanded Pinkie to the side, sending her crashing into the wall against the unconscious Brighteyes Hooves. The sudden jolt knocked the gray pegasus awake, moaning as the spider’s venom faded from her head. Pinkie slid to the floor, rubbing her head. With a bulldog-like growl, she jumped back on her hooves to face Tarantulas.

“Not another step!!” he shouted, pulling his gun and placing it against Dinky’s head. The filly burst into terrified tears as Tarantulas leered over her, growling fiendishly. “Make one more move, make another sound,” he continued, “and this little fleshling will paint the walls!”

“M-M-Mama!” the little unicorn cried, reaching her free hoof toward her barely-conscious mother webbed to the wall, “Mama, Miss Pie, help me!”

Pinkie Pie gasped, freezing in place with a jerk. Sweat rolled down her face and her teeth gritted together as her legs trembled in anger. She frantically tried to think of something, anything, to do, but any sudden move and Dinky Doo would be…

Brighteyes forced her golden eyes slowly open. In the muddled daze of her drugged mind, she thought she could hear her daughter calling out to her. Blurry shapes began to form as her vision returned. She could make out her daughter Amethyst Star beside her, the pink coat and mane of Pinkie Pie in front of her, and the little form of Dinky Doo…in the hands of a hideous, black, metal spider-creature.

The arachnid cackled, pulling Dinky free of the table in one strong wrench of his hand while training his gun on Pinkie Pie. “That’s right! Stay put like a good little wretch. I’m getting out of this nightmare, and I’m taking this thing with me!” Tarantulas slowly backed away towards the staircase leading outside, his weapon still on Pinkie. The pink pony could only watch in helpless frustration as--

“GET AWAY FROM MY MUFFIN!!!”

A gray blur fired past Pinkie Pie like a bullet, taking everyone by surprise. “What the?!” was all Tarantulas could scream before a gray hoof smashed his head through the basement wall, his body going limp. Dinky Doo popped out of his hand on impact and flew up in the air, landing softly in her mother’s hooves.

“Whoa!” said Pinkie.

The filly huddled in a ball, trembling with fright until the mailmare held her daughter against her chest and stroked her mane gently. The small unicorn dared to open an eye, meeting her mother’s unmistakable wall-eyed gaze. Dinky’s eyes lit up, followed by a smile shining with joy as she hugged Brighteyes tightly. “Mama! Mama!”

“There, there, my little muffin,” Brighteyes cooed tenderly, a grateful tear falling down her cheek, “Mama’s here, don’t worry.”

“That was awesome, Ms. Hooves!” Pinkie Pie cheered, bouncing over to them, “That’ll teach him to be a meanie-jerk-face around here!”

Tarantulas’ body suddenly jerked back to life, straining against the wall. The ponies exclaimed and darted back as he frothed an unintelligible mess of gurgled curses from inside the wall. With a great push, his head popped free and the Predacon fell to his knees, shuddering with insane rage. “I…” he gagged, “I’m g-going to…”

He was interrupted by a bowling ball to the face. More teeth spewed from his mouth as he crumpled to the floor. Pinkie Pie stood triumphantly behind Brighteyes and Dinky, juggling a set of multi-colored bowling balls.

“I keep balls stashed all over Equestria,” the pink pony declared, “In case of ball emergencies.” She tossed one to Brighteyes, who caught it with her hooves. “You wanna do the honors?”

“Boy, do I,” Brighteyes replied, turning back towards the spider with a scowl.

“…I think I’m done here,” meeped Tarantulas. He scrambled like mad for the stairs, his mangled body scraping and grinding as he transformed back to spider form and raced up, out, and away like a bat out of Tartarus.

“And stay out!” Brighteyes shouted after him, chucking the bowling ball through the doorway for good measure. There was a pause before the ponies heard a loud thud and a screechy “OW!!” Then all was still.

Brighteyes “Derpy” Hooves breathed a long sigh, dropping onto her rump and pulling her laughing daughter into another hug. The cross-eyed mare turned and smiled thankfully to Pinkie Pie. The pink party pony beamed back as she tackle-hugged them both.

As the three ponies laughed together, Amethyst Star groggily opened her eyes. “…Mom? What’s going on?” She checked herself, still webbed to the wall. “Um…Mom? Why am I tied up? Mom? Hello?”

****

Quickstrike hopped to and fro, hooting and hollering as he fired off potshots of plasma at the Apple siblings. The beams of green energy blew large pocks out of the ground as the ponies narrowly avoided them. Applejack zigzagged between the blasts, weaving her way towards the Predacon. As she got close, Quickstrike jumped forward, lunging his snake arm at her face. Applejack twisted to the side and slid underneath his arm, coming up with a headbutt into the scorpion’s chest. Quickstrike blew back off his feet, tumbling onto his back with a groan. The orange mare leaped over the Predacon to kick down on his face, but he rolled to the left just in time.

Quickstrike jumped back to his feet and snared the mare with his left arm, his eight long fingers clamping onto her like a vice. “Yee-haw! Gotcha now, darlin’!” he cheered, raising his snake hand to go for her throat. A sudden barrel to the gut caused him to reel back, releasing Applejack.

Big Macintosh stood by the piles of strewn farm equipment in front of the ruined barn, bucking crates, hay bales, wheelbarrows, and whatever else was handy as impromptu missiles at the Predacon with his powerful legs. The scorpion growled and grunted in pain as he was struck again and again by the stallion’s barrage.

“Ow! You slaggin’ mules are--Ack!--gonna be sorry you ever--Gah!--messed with--Ow!-- Stop it, already!”

Applejack hopped up to her hooves and kicked Quickstrike into a tree before galloping to her brother’s side to join his assault.

“Keep it up, Big Mac! We got him on the ropes!”

“Eeyup!”

Quickstrike yelled a seething screech as he sprang back up, shooting the ponies’ incoming projectiles out of the air with his snake hand. “Ah’ve had more than Ah can take of yer scrap!” he fumed, charging the ponies, “Beast Mode!” He slid under the next salvo of flying farm equipment and shifted into his scorpion-snake mode. The Apple siblings exclaimed in surprise as this new creature scurried at them, pincers clacking together threateningly.

The Predacon leaped over their heads and landed on Big Macintosh’s back. He dug his pointed legs into the stallion’s side to grip down on him while his cobra tail lashed at Applejack, hissing devilishly.

“Big Mac!” Applejack cried, ducking and dodging the serpent’s attacks, “Get off him, you dirty--!”

“Whee!” Quickstrike laughed and crowed, swinging his tail wildly, “Ride ‘em, cowboy! It’s like a rodeo, ha-ha!” The red stallion bucked and squirmed, thrashing violently to throw off his attacker, but the scorpion held on tight.

Quickstrike’s pincers grabbed Big Macintosh’s throat as he raised his tail, cobra mouth opening wide. “It’s been fun, hoss, but now it’s lights out!” The snake struck down, biting the back of the stallion’s neck just above his shoulders. Big Macintosh cried out for a second, his eyes going wide, before teetering and falling as his legs went numb. The Predacon jumped off his back as the stallion hit the dirt, changing back into robot form. He turned to face the horrorstruck Applejack with a raspy chuckle. “One down…”

Applejack stared at her brother, her eyes paling. He lay still, breathing weakly. Her gaze met the Predacon’s and her eyes narrowed bitterly as she clenched her teeth and pawed at the dirt with her hoof. Quickstrike leered at her with a snicker, raising his snake arm as plasma charged in its mouth.

The mare charged, pounding the dirt with the momentum of a freight train. Quickstrike fired his weapon with another “Yee-haw!” as the plasma lance crackled straight at her. Applejack suddenly feinted to the right, springing out of the bolt's path as it exploded in the ground. She tucked and rolled past the farm tools, grabbing a coil of rope with her teeth. She got to her hooves and darted to the left to avoid another blast, the plasma burning a hole in the brim of her hat.

With an expert twist of her head, she loosed her rope. The lasso sailed through the air and looped around the neck of Quickstrike’s cobra arm. The Predacon’s eyes widened as the noose tightened.

“…Aw scrap.”

Applejack yanked her head back and reared to her hind legs as the lasso pulled Quickstrike right off his feet. The scorpion sailed through the air towards the mare, who turned around at the last moment to plant both hind legs in his chest. Quickstrike went flying into the sky from the impact, wailing in shock and pain. Applejack still had the other end of the rope in her mouth and pulled hard. The Predacon snapped back down from whiplash as the rope went taut, falling helplessly back down towards his foe. She kicked Quickstrike again and again, pulling him back to her as soon as he went sailing away like a brutal yoyo.

After one last buck for good measure, she swung the hapless Quickstrike around in a wide arc and released the lasso. The scorpion was flung through the air, crashing headfirst into a tree hard enough to uproot the whole thing and sent it toppling over. He lay in a mangled heap, his armor cracked and battered all over. His head rolled from side to side as he slurred garbled gibberish.

Applejack snorted in contempt as she turned away from the Predacon. She ran to her brother’s side and checked him over. She knew how to treat a snake bite, but nothing like this. She fought the urge to panic and silently pleaded for Big Macintosh to be all right. He was the strongest pony she knew, and there was no way he was going to—

“…AJ?” the stallion said weakly, “You okay?”

“Big Mac!” Applejack cried with relief, “Ah’m here, everythin’s gonna be fine! You’re okay, aren’t ya??”

Big Macintosh let out a long breath and smiled softly. “Barn’s toast again.”

Applejack burst out laughing, wiping away a tear, “Yep! Seems like we gotta build another one every week sometimes.”

“Don’t worry ‘bout me, AJ. Ah’ve had beestings worse than this. Just need a minute ta catch my breath.”

“No problem,” the mare replied, more to reassure herself as she patted his shoulder, “Ah gotta make sure Apple Bloom and Granny Smith are okay, then Ah’ll get a doctor to--What the hay?!”

Inferno came flying shakily in from above, skidding along the ground over to his KO’d companion. He didn’t seem to take any notice of the Apple siblings. He reached down and grabbed the smaller Predacon, lifting him up and shaking him off.

“There you are!” said Inferno, “The Royalty commands us to regroup! Stand up!”

“…Who the what, now?” Quickstrike sputtered, “What’s a royalty…?”

“Bah, I have no time for your drivel,” Inferno grumbled as he tucked Quickstrike under his arm, “To the Royalty!” He held his free arm up dramatically, igniting his engine to take off…only for it to stall out in a puff of smoke.

“Not again,” growled the ant, slapping his forehead. He hung his head in shame and shuffled off to the west, disappearing into the trees with Quickstrike in tow.

“That was weird,” mused Applejack once the ponies were alone again. She looked up to notice rain clouds building in the air over Ponyville. As her gaze fell toward town, she noticed large columns of smoke rising from town. If there was a Predacon at Sweet Apple Acres, then it had to mean--

“Big Mac!” said Applejack, turning back to her brother, “Ah’ll get Granny Smith ta help you, but Ah can’t stay. It looks like there’s a fire in Ponyville and--“

“Go on,” Big Macintosh chuckled, “Ah ain’t goin’ anywhere.”

Applejack knelt down to nuzzle her brother’s cheek. Standing up again, she straightened her hat and galloped off towards the farmhouse as the first drops of rain began to fall.

Chapter 6: Megatron: Legacy

PREDATOR’S MOON
A My Little Pony: Friendship is Magic/Transformers: Beast Wars
Crossover
By Atomic Chinchilla

Chapter 6
Megatron: Legacy

A few hours earlier…

Megatron’s eyes slowly opened as his optics flickered to life. He hissed through gritted teeth as he struggled to sit up and take stock of his surroundings. He lay on his back at the bottom of a deep crater in the side of a mountain or large hill, and could see the tips of a dense pine forest below. Far ahead in the distance lay that familiar plateau, and the equine city atop it. Rain clouds had gathered over the mountain, no doubt another magic trick of that pony princess, or something.

His joints creaking, Megatron slumped back down to the ground and checked himself over. His body was wrecked and charred all over, his wings were shattered, and his dragon-head left arm lay limply at his side. He clenched his fist and growled. Not even on his worst day had the Maximals ever managed to damage him like this before. These pony creatures, especially that princess, had something else to them, some sort of magical power. Tarantulas would probably have dismissed it as a form of alien technology, no doubt.

He exhaled low and deep, closing his eyes. There was nothing else to do now but wait for his Transmetal regeneration to kick in and heal his broken body. One by one, his active systems shut down, and Megatron slowly drifted into stasis.

He began to dream. He wandered through a dark, misty place lined with statues on each side of a stone path. All were notable figures that Megatron knew, either from history or in person. Great Decepticons from the past like the imposing Soundwave, the treacherous Starscream, the calculating Shockwave, and many more. Advancing past them, Megatron found himself among his own cadre of Predacon rebels. The deceased Terrorsaur and Scorponok, Blackarachnia before she betrayed him for the Maximals, and his current team of cronies.

The statues of his cohorts and ancestors faded into the mist behind him, and Megatron came upon a raised platform with a new trio of statues. On the right was that blasted Optimus Primal, the Maximal. To his left, surprisingly, was a statue of Celestia the equine princess. And in the center stood an effigy of the famous Autobot leader Optimus Prime.

Megatron stepped up onto the platform, wondering what the significance of these figures could be. It was obvious that he hated Optimus Primal, and Prime represented all of the weak-willed freedom and sickening “peace” the Autobots imposed upon the Decepticons and their descendants for centuries. He turned to the statue of Celestia with a raised brow. This one must be a new addition to his subconscious. This little pony had defeated him. Scarred him. Humiliated him. That was a very easy way to earn a place on the Predacon’s hit list.

“Rest easy while you can, my dear Princess Celestia,” Megatron said with a wry grin as he lifted his hand and stroked the statue’s cheek, “For soon--very soon--I will return for you. Yessss.... You will not see me coming.” He swung his dragon arm and smashed the head of the statue into rubble, scattering its fragments into the darkness. “And when I am finished with you I shall lay your broken body atop your castle’s highest tower, so that you may see the infernal devastation I will rain upon your city and your beloved subjects! Your last sight will be your whole world laid to waste as you choke out your final breath!”

“Do you ever stop blathering, or is this just a thing I’ll have to get used to?” said a low, harsh voice.

“And you will- What?!” shouted Megatron as he spun around to face the newcomer.

The statue of Optimus Prime exploded into ashes in a purple blast of energy. Megatron stepped back in surprise as he coughed and waved away the billowing smoke. Stomping out from behind the rubble appeared a white Transformer with piercing red eyes. His right arm bore a huge, black cannon, smoke pluming out of its barrel. The emblem of the cruel Decepticons flashed proudly on his chest.

Megatron’s eyes widened and his face paled with awe as he immediately recognized this intruder in his mind: the commander of all Decepticons, his ancestor, his namesake, the first Megatron.

“How is this possible?!” the Predacon exclaimed, stepping back in surprise.

“Perhaps your swollen head was hit so hard that it knocked something loose,” the Decepticon replied, looking over his descendant with visible sneer of disapproval, “In any case, my core consciousness is now awake within yours.”

“But that can’t be!” Megatron barked, “When I merged your spark with mine, it should have melded all our powers together, including your mind!”

“Oh yes, I’ve been meaning to ask you about that,” his ancestor said as he clenched his fists, “Where do you get the ball bearings to rip out my spark in the first place, jeopardizing all of history in the process?!”

“How do you know about--“

“A shared spark works both ways,” the Decepticon sneered, taking angry steps towards his successor, “I know all about you, ‘Megatron.’ You did well to follow my hidden instructions and travel to Earth in the distant past so you could change the outcome of history. And you almost succeeded! A commendable effort, even if you failed.” He suddenly grabbed the Predacon by the collar and growled with clenched teeth. “But what madness possessed you to think stealing my spark from my unconscious body would be a good idea?! If anything happens to my spark while it’s merged with yours, the temporal backlash could remove both of us from existence!”

“What sort of blundering fool do you take me for?” the Predacon retorted, swatting his ancestor’s hands aside, “I have no intention of losing everything I’ve worked stellar cycles to gain, nooo. Rest assured, Once I have crushed the Maximals and slain Optimus Prime, I will return you to your rightful place so history can run its proper course.”

“You’ll forgive me if I don’t find cause to celebrate,” the Decepticon snapped as he crossed his arms, “You still have to find a way off this ridiculous planet and get back to Earth.”

“If there’s a way to arrive, there must be a way to leave. Once my repairs finish, I’ll--“

“Hold on,” the ancestor interrupted, looking up into the dark gloom overhead, “…Do you hear that?”

The Megatrons paused, looking around as a strange sound entered the dream. It was a faint voice, a muted whisper in the fog, calling out to them. It was not a spoken voice, but a subtle, pervading ripple in the air, more felt than heard. It did not sound like a living thing.

“Strange,” the Predacon leader said at length, “It isn’t a sound in the dream. This is a signal. Somehow I can pick up its frequency even while in stasis lock.”

“Interesting,” his Decepticon ancestor remarked, stroking his chin, “Your memories recall this planet’s radiation interfering with your communications. How can you hear this signal, then?”

“I don’t know, but I’m going to find out.” Megatron stepped down off the platform and ventured further into the darkness. He turned back to face his namesake with a smirk. “This has certainly been an intriguing dream, Megatron!” he called, “But it’s time for me to wake up now. I have a signal to track.”

“Wait!” the Decepticon shouted, chasing after his descendant, “You can’t just leave me here! This is my mind, too!”

“Mmm, perhaps, but for now I think it’s best if you stay put where I can keep an eye on you, yesss.” The dragon turned away and began walking forward into the mist.

The other Megatron stood helplessly amidst the ruined statues, a prisoner in the mind of his own inheritor, a toy to be used and forgotten. He wouldn’t stand for this. There had to be a way. They both wanted the same things; they both had the same lust for power and conquest. How could he make this arrogant upstart see--An idea came to him. “And here I thought you said you weren’t a blundering fool,” he snarked.

“Excuse me?” growled the Predacon, turning around, “What do you mean by that?”

The Decepticon leaped off the dais and strode to his successor, clasping the Predacon’s shoulder with a dark smile. “Go ahead and wake up. Run off to your little revenge. Let that princess massacre your skid plate again! Or, you could let me join you. You wanted our minds and powers to be as one? Well now they can be! When you wake up, awaken my core consciousness with yours.”

“But that would merge our thoughts and neural functions together!”

“Isn’t that what you wanted in the first place? Think of it, Megatron! Our pride, our ambitions, our strategy and cunning, all working in tandem! Together we can be a force to truly be feared! What pathetic, little, magic horse, let alone Optimus Primal, could stand against the combined wrath of both Megatrons together?!”

His descendant looked down in thought, mulling over his words. A smile crept across the Predacon’s face as his eyes rose to meet the Decepticon’s. “You know, I like the way you think, Megatron, yesss.”

“I had a feeling you would, Megatron.”

The two clasped their hands together and a malevolent laugh broke out between them. The dream began to break apart around the pair, the statues, fog, and darkness all dispersing into binary code and fading as the Predacon’s core systems reactivated. With a bellowing cackle the two Megatrons faded into blinding light.

Megatron’s eyes flashed open and he swiftly rose to his feet. His crimson body was fully restored, all traces of damage inflicted by Celestia erased by his regeneration. He grinned maliciously as he stretched and flexed his stiff joints. His mind now felt clearer than it had ever been, bolstered by millennia of knowledge and memories from his predecessor. He clenched his fist and raised his jagged wings, taking to the air. He floated in the sky over the forest, taking note of the sun overhead.

A few mega-cycles had passed since he went into stasis, so who knows where his Predacon soldiers could be now. He then remembered that strange voice in his dream and pinged his sensors to scan for it. That blasted interference from the crystals was just as prevalent here, making it hard to read anything at all, and yet when he tuned his sensors just right, Megatron found he could make out faint traces of a transmission. He turned to face the northeast, the direction of the signal’s origin, and spied a small range of forested mountains.

“I hear you calling to me, whatever you are,” Megatron sneered, “And I’ll find you soon enough. But are you ready for me?”

The Predacon commander transformed to dragon form and tore across the sky towards the mountains, twofold dreams of wrath and vengeance burning brightly in his mind.

****

Present...

The fire crews had all but extinguished the last remnants of Inferno’s assault on Ponyville. There were only sparse embers left, so the rain clouds had ceased their drizzle and begun to clear, letting rays of warm sunlight peek down again. The great tree that once stood as the town library and home of a certain unicorn was now a broken stump, a crumbling husk stained black with soot. Pegasi and unicorn firefighters were darting in and out of the ruined library, clearing debris and carrying out any salvageable books or furniture. Rainbow Dash lay on a soft patch of grass beside the ambulance wagon stationed nearby. She tapped her hoof impatiently as an earth pony nurse with a pink mane applied salve to her burns and bandaged them.

“The burns aren’t very severe, thankfully,” the nurse said soothingly, tightening the last bandages, “but you’ll need to stay on the ground until your primary feathers grow back. So no flying, now.”

“You gotta be kidding me!” Rainbow griped, stamping her hoof in frustration.

Twilight Sparkle sat in the back of the open ambulance, wrapped in a blanket and breathing deeply into a little mask connected to an oxygen tank. Spike stood at her side and comfortingly patted the unicorn’s back. She turned to her winged friend and managed to cough out a weak chuckle. “Better than being stuck in a hospital bed for a few days, isn’t it?”

“…I guess.” the pegasus grumbled, shuffling her hooves as she remembered the unbearable boredom of being bedridden.

Twilight smiled and sighed into the mask, letting the clean air filter out all the smoke she had previously inhaled. Her gaze turned to her destroyed home and her eyes fell despondently as she started organizing a mental list of her next steps.

“I’ll have to see what can be recovered from the wreck. I’ll definitely have to find someplace to stay until I can find a more permanent new home. Maybe the tree could be restored with magic. I’ll have to ask Princess Celestia if it can be done after she’s better. Oh! I should also send Princess Luna a letter to let them know we found a Predacon here. And then--“

“Twilight! Rainbow Dash!” a voice suddenly called out, prompting the ponies to spin around to face it. The two friends smiled when they saw Applejack racing up the street towards them. She looked as if she had been in a scuffle of her own, covered in scrapes and bruises. The orange mare slid to a halt in front of her companions, panting lightly as she looked them up and down.

“What the Sam Hill happened, Twi?!” asked Applejack as she worriedly examined the fire wreckage and her wounded friends, “Did y’all meet a Predacon, too? Did he do all this?!”

“Wait, you ran into a Predacon?” Rainbow Dash replied with a raised eyebrow, “Was it another fire-happy ant guy?”

“Huh? Nah, the little weasel was like a snakey-scorpion varmint. It trashed the barn and poisoned Big Macintosh! Sent that critter packin’ with his tail ‘tween his legs!”

“What?!” the others shouted in unison. Twilight leaned forward, about to throw off her oxygen mask before another coughing fit stopped her. Spike held her up to keep her from falling out of the wagon. “Is…” the unicorn wheezed, “Is Big Mac…all right?!”

Applejack put a comforting hoof on Twilight’s shoulder and smiled. “He’ll be fine, Ah promise. It’ll take a lot more ta keep my brother down. Ah left him in Granny Smith’s capable hooves ‘til the ambulance arrived, and then Ah bolted over here when Ah saw the smoke risin’.” The earth pony turned to Rainbow Dash, looking sadly on her friend’s injuries. “Looks like you two got it worse than he did. You gonna be okay, Rainbow?”

“Sure I will!” the cyan mare snorted, striking a dramatic pose. This proved to be a bad idea, as her muscles immediately seized up and she collapsed in an embarrassed heap.

“But what happened? It looks like y’all just been through a war zone!”

“They’ve been through a lot, AJ,” Spike chirped in, hopping between Applejack and the other ponies, “Just let ‘em rest. I’ll fill you in on the details, okay?”

The orange pony looked to her friends, who nodded with reassuring smiles. Spike led Applejack a short distance away from the others, recounting the events of the last few hours while the final wisps of smoke from extinguished fires faded into the afternoon sky.

****

The situation in Canterlot finally seemed to be stabilizing itself. Princess Luna paced the upper wall surrounding the courtyard still full of refugees from the Predacon attack. The fires had been extinguished, the injured were all receiving proper care, and the soldier ponies were hard at work with able-bodied civilians all over the city gauging and preparing for reconstruction.

Luna was frankly amazed at how well organized everyone was working and how swiftly she had been able to put things in motion. She couldn’t remember the last time she had felt so confident, so assured in herself and her abilities as monarch. Once she put aside her doubts like Celestia said, she was surprised how easily this was coming to her. The ponies were in need of direction and support and she was the one to give it to them.

“Maybe Tia was right about me, after all,” she mused to herself with a stifled giggle.

Things seemed well enough in hoof, so the night princess decided to duck out for a moment. Spreading her wings, the alicorn took to the air and arced up and around the palace in a trail of stardust, coming to a rest at the tower balcony. She softly tiptoed inside to prevent waking her sister. The curtains were still drawn shut, keeping the room dim. Luna walked towards the bed and looked up with surprise to find Celestia awake and sitting up. The eyes of the day princess were half-closed, looking rather sleepy, and she smiled serenely to greet her sibling.

“Good afternoon, Luna,” Celestia said placidly.

“Tia!” Luna cried joyously, running to her elder sister’s side and pulling her into a hug, “How are you feeling? Are you well now?”

“I certainly feel better than I did this morning,” the white alicorn laughed, patting her sister’s back, “My wings are very stiff and my knees are weak, but otherwise I seem to be well on the mend thanks to you.”

“Oh, I’m so glad!” Luna exclaimed, hugging tighter, “We have all been worried about you, Tia. Especially Twilight Sparkle, the poor child. I am afraid I may have made it seem like you were much more unwell than you actually were.” She paused a moment, pulling back slightly to look Celestia in the face. “Though you did give me quite a fright.”

Celestia shook her head with a soft chuckle. “I already wasn’t in good spirits this morning. The Predacon attack simply brought out the worst in me. But that’s all over and done with now, Luna.” She gently pulled free of the embrace and lay propped up against the pillows, her gaze moving to the balcony and the sunlight shining in. “I know I was delirious for a while, but I think I can remember what I said before.” Her eyes looked back to Luna’s as a coy, little grin moved across her lips. “Have you enjoyed being the only princess for the last several hours? Sounds pretty busy outside.”

“I…was only doing what you encouraged me to do, Tia,” Luna replied, blushing as she rubbed her neck, “I have tried to keep everypony calm and reassured as you normally would.”

“You sell yourself short, sister,” Celestia said, looking back to her azure sibling, “You’re doing just fine.”

“I…I suppose I am,” Luna answered, blushing harder as she turned her face away, “I cannot believe how out of practice I am at all this. But being away for a millennium will do that to a…What’s that?”

The night princess pointed to a round table on the other side of the room near the fireplace, a small scroll lying unassumingly atop it.

“Ah, that would be a letter from Twilight,” stated Celestia, “Luna could you please open it? I would, but I don’t think I’m well enough to get up yet.”

“Of course, Tia.” The night princess rose to her hooves and walked to the table. Her horn shimmered as the scroll magically levitated to her, its seal breaking off to let the parchment roll open. She began to read, her eyes growing in confusion. “It’s addressed to me?”

“To you?” Celestia remarked, the very slightest trace of irritation in her voice. Luna didn’t seem to notice as she kept reading.

“Yes, surprisingly. I suppose she didn’t know if you would be in the condition to read it.”

“…Well, what does it say?”

“It says she has discovered a…” Luna dropped the scroll, her eyes paling. “…Oh no.”

“What?” Celestia asked, raising a brow as she sat up, “What did she find?”

“A piece…of the Moonstone.” The azure princess turned to face her sister, her face full of dread. “Twilight Sparkle found it and has it in her possession.”

“That’s impossible!” Celestia shouted, “It was destroyed! The Elements of--Ohhhh…” The white alicorn swooned, holding a hoof to her forehead as sweat fell in cascades.

Luna rushed to her side and laid her back down on the pillows, “Please, Tia, don’t strain yourself!”

“I-I must…Have to…”

“I will go, sister!” the night princess declared, gently but firmly holding her struggling sibling down, “The letter asks me to come to Ponyville and aid her in destroying it permanently! Please, you’re in no shape to travel that far yet! I can do this, just stay and rest!”

After a moment, Celestia let out an exasperated sigh and slumped back against the cushions. “Fine,” she moaned, “If you insist.”

“Thank you, Tia,” replied Luna, smiling and brushing her sister’s matted mane off her face, “I promise I will not fail.”

She magically reached for a wet cloth from the washbasin once again and laid it on Celestia’s forehead. Luna then knelt down and nuzzled her sister’s cheek as she hugged her again. The white princess’ coat was cold and damp with sweat. Rising back up, she spread her wings and burst her horn into blue light. A spiraling ribbon of stardust swirled around her from her head to her hooves, covering her in its radiance.

“I won’t let you down, Tia! I will return as soon as I can!”

Celestia simply closed her eyes and gave a half-interested nod in response. The princess of the night vanished into a flash of sapphire light and was gone. Celestia lay still, alone in the dark of the room. When the last sparks of Luna’s spell fizzled out, the princess of the day opened her eyes, their former pink brilliance seeming to dim. She sat up and threw off the covers, tossing aside the washcloth apathetically. A dry smile spread across her face as she released a chuckle.

“No hurry. Take all the time you need.”

****

Having finished listening to Spike’s retelling of the Inferno debacle, Applejack trotted back over to the others and sat next to Rainbow Dash. The baby dragon hopped back up onto the seat of the open ambulance at Twilight’s side. The unicorn was breathing easier now, resting calmly as she leaned against the wagon’s wall.

“Ah’m glad y’all are okay,” Applejack said, her eyes falling on Rainbow’s bandaged rump, “…Ya know, considerin’.”

Rainbow Dash grumblingly laid her head on her forelegs and blew her mane out of her eyes.

“What about you?” Twilight asked as she leaned forward, “What happened at Sweet Apple Acres?”

“Nothin’ so crazy as what y’all went through. A feisty, li’l Predacon shrimp showed up and started makin’ a mess of the place, so Big Macintosh and Ah gave him a thrashin’. The ant-lookin’ one that you two tussled with then dropped in and they slunk off into the woods. Doubt we’ll see ‘em again anytime soon.”

“We can only hope,” Twilight sighed in reply, “So what do--Huh?”

They all turned in unison as a sphere of gleaming blue light burst into existence in front of the charred tree, where the door used to be. The light took shape and molded itself into equine form, fading softly into the figure of Princess Luna. The azure alicorn’s eyes were closed and she shook her mane before assuming a royal stance. She slowly opened her eyes as she began to speak.

“Twilight Sparkle! It is I, Princess Luna! I have received your message and traveled here as soon as my duties would allow. I give my solemn pledge that I shall aid thee in--Holy horsefeathers, what happened to the tree?!” Her eye twitched a bit as she stared at the scorched scene before her.

“Princess!” Applejack called out, waving to the night monarch to catch her attention.

“Twilight Sparkle!” Luna exclaimed as she saw the others, rushing over to them, “What in Equestria happened to you?! Was it the piece of the Moonstone?”

“No, no,” Twilight replied, “We had a bit of a run-in with a disgruntled Predacon. The Moonstone must still be buried somewhere in the tree.”

“Good heavens! You must tell me everything!”

“Again?” Spike groaned with a pout, “I just finished the last recap!”

“But first…” Luna closed her eyes and lowered her horn, a sphere of crystal blue light gleaming from the tip. The sapphire glow fell across the ponies and dragon, caressing them gently in its light. A tingly sensation flooded over them as one by one their injuries began to magically fade away. Twilight’s lungs no longer burned and she breathed deep and clear. Rainbow Dash beamed with glee as her lost feathers grew back and the aching pain on her flank disappeared. Applejack and Spike’s scuffs and bruises blinked away, leaving them in pristine condition. “There. Much better,” Luna said with an approving nod. The others all shouted their thanks in unison.

“You are most welcome, my friends,” Luna replied, smiling warmly, “It’s the least I could do for you all. Now, I hate to intrude but I still would like to know what is going on.”

Twilight hopped down off the ambulance, gleefully tossing the oxygen mask aside. She walked over to the alicorn’s side and the two of them strolled back over to the doorway of the ruined library while the lavender mare filled in the blanks for Luna. Rainbow Dash, unable to contain her relief at no longer being earthbound, swooped and cartwheeled through the air in a multi-hued streak as Applejack cheered her on.

“…From what you have told me,” Luna pondered while looking down thoughtfully, “I think that Predacon was one of the seven who assaulted Canterlot, though I did not get a very good look at them.”

“You think the shrimpy one that Applejack fought could be, too?”

“It would not surprise me. I wonder if there truly are only seven in Equestria, then.”

“We can hope!”

Luna looked upon the sad sight of the unicorn’s destroyed home. She glanced at Twilight, whose gaze fell somberly. “Is there…nothing that can be done about the library?”

”I don’t know,” Twilight sighed, “I know a few spells to heal wounded plants, but nothing this big. I guess I’ll have to find another place to live for a while. And a new job.”

Luna gently draped a wing across the smaller mare’s shoulders, smiling comfortingly. “I do not think there will be a need for that, Twilight Sparkle.”

“Huh? What do you mean?” Twilight asked as she raised her eyes to meet Luna’s, hope twinkling inside them.

“Let us try these healing spells you know. Perhaps together…”

“You really think?!” Twilight beamed, fervently running calculations in her head, “Yeah, I think it could work! You’re a princess, after all! If we both pool our respective magic then it would be double the output with half the strain!”

“Shall we, then?”

Twilight giggled with delight as she raised her horn triumphantly. Luna followed suit, and their horns bloomed with magical radiance. Their spells intertwined together as ribbons of lavender stardust wove in and around the scattered debris. The entirety of the tree was enveloped in their light, its broken walls and fallen branches lifting from the ground to return to their old places. Twilight clenched her teeth and groaned under the spell’s weight, but she could feel Luna shouldering the burden right alongside her. Holes and scars knitted themselves whole, charcoal once more became vibrant and verdant, and in a final burst of luminance the great tree was made whole again.

Twilight dropped to her rump as her knees wobbled. “We…We did it!” she cheered, looking upon her work and wiping sweat from her forehead, “Oh, thank you so much, Luna!”

Luna smiled with a graceful nod and patted the unicorn’s back with her wing. Spike and the other ponies ran over to them, cheering and congratulating them on reviving the library. The night princess strolled to the door and magically swung it open, beckoning the others inside. Applejack offered to carry Twilight in, but she assured her friends she would be fine after catching her breath.

The unicorn shakily rose to her hooves and the group shuffled into the library. It smelled new and fresh like a bed of flowers. The sun filtered down through the windows, illuminating the lobby in golden light. Every part of the tree itself, the walls and floors and stairs, had been perfectly restored. But the library itself was now bare and empty of all books and furnishings.

“I guess the spell couldn’t fix everything inside the tree, huh?” Rainbow Dash wondered aloud, noticing the bare shelf where her favorite Daring Do books once sat.

“Do not fret,” Luna said reassuringly, “furniture and the like can be easily replaced. I’ll see to it personally once things are settled in Canterlot.”

“Mighty decent of ya, Princess!” said Applejack with respectful tip of her hat.

“But what about all the books?” Spike interjected, motioning to all the bare shelves around them.

“Those can be replaced just as well,” Luna replied, “…Though it may be hard to list every lost book.”

“Oh, I’ve got that covered!” Twilight laughed, patting Luna’s shoulder, “I’ve memorized the title, author, and ISBN of every book I had in stock. I can recite the entire inventory from memory.”

The others stared in stunned disbelief.

“No way,” Rainbow Dash finally said, “You’re pulling our legs, right?”

“Try me,” Twilight answered, grinning from ear to ear.

“Uh…I’m kinda scared to.”

“She can do it,” Spike snickered, “I’ve seen her. It’s crazy.”

“Not that I wouldn’t like to see this skill,” Luna remarked, clearing her throat, “But we have more pressing concerns, remember?”

Twilight’s smile dropped, looking to the door ahead apprehensively. She gulped down her dread and nodded. She mustered her confidence and strode to the door, the others following close behind. With every step she could feel that familiar knot grow in her stomach, that horrible shiver down her spine increase. She didn’t want to see it again; she didn’t want to go near it. Twilight pushed the door open with her hoof, half expecting some horrible thing to jump out from the other side. But all that met the unicorn and her friends was the empty bedroom. The light was much dimmer in here, as if the sun’s reach was being strangled by a hateful net. Lying on the floor where a table once stood was the fragment of the Nightmare’s Moonstone.

Its surface was unblemished, as if the fire had done absolutely nothing to it at all. The runic symbols on its facets glimmered mockingly in what little reflected light could reach them. The ponies and the dragon stepped inside, forming a circle around the stone.

“So that’s it, huh?” Applejack snorted at the thing, “Ah see what you mean about it givin’ ya the willies.”

Luna glared at the stone, a restrained growl slipping through her teeth. A globe of sapphire magic descended from her horn, floating to the floor where it swallowed the fragment inside it. Just like when Twilight had contained it earlier, the magic sphere dampened the stone’s effects on them, letting them all breathe easier.

“This worries me,” Luna said, turning to Twilight, “If one piece of the Moonstone still remains even after being destroyed by the Elements of Harmony, it’s almost certain that others survived as well. A fragment this small has such an effect on us by itself. If any other pieces of the Moonstone are found... larger pieces…”

“What do you reckon we should do, Princess?” asked Applejack.

“Yeah!” Rainbow Dash agreed, “If there are any more, we can’t just leave ‘em lying around where anypony could find ‘em!”

“I agree,” the princess replied, her eyes still trained on the floating chunk of stone, “…And I may have a way to find them.”

“You do?” The others asked together, crowding around the alicorn.

Luna nodded. “But if the explosion in Everfree Forest could send one fragment all the way to the middle of Ponyville, others could be anywhere in Equestria within the same radius. We would need to search a very wide area.”

“We can do it!” Twilight declared, “We’ll find Rarity, Fluttershy, and Pinkie Pie. If all of us go together and split up, I’m sure we can find the other parts of the Moonstone.”

“Smart thinkin’, Sugarcube!” Applejack chimed in.

“Yeah, we got this easy peasy!” Rainbow Dash affirmed.

“Excellent idea!” Luna replied, her eyes brightening, “Where are your other friends?”

“I…have no idea.” Twilight blinked, scratching her head. In all the day’s commotion she hadn’t seen the other three mares since that morning. “I guess we’ll try their homes and--”

“Not to worry,” the night princess chuckled, “I will summon them here with a spell. It will be more efficient than finding them one by one.”

Twilight laughed as she blushed in embarrassment. “Oh…Well, that works!”

****

Pinkie Pie gleefully rolled around in the grass behind the Hooves’ household, playing with an overjoyed Dinky Doo. Brighteyes Hooves came out of the house carrying a tray with glasses of lemonade. She trotted over and served one to Amethyst Star, who sat nearby the other two girls and watched them fool around.

“O-Okay, t-t-t-time out!” Pinkie cried, giggling uncontrollably as Dinky held her in a merciless tickle lock, “You w-w-win! I give up!” The pink mare raised a helpless hoof in Brighteyes’ direction as the walleyed mare trotted up to them. “Ms. Hooves, help! She’s too powerful, I need reinforcements!”

“Sorry, Miss Pie!” Brighteyes laughed, setting the tray down on the grass, “I know better than to cross my Muffin. You’re on your own this time!”

Pinkie squirmed and wriggled, worming her front legs free. “Counterattack!” she exclaimed, twisting around to grab the purple filly. Dinky squealed with laughter as Pinkie Pie turned the tide of the tickle war. Having gained a tactical advantage, the pink pony pressed her assault, blowing raspberries on the unicorn’s tummy.

“Do you surrender?!” Pinkie roared with a phony evil cackle.

“N-Never!” Dinky gasped between giggle fits.

“Have it your way!” Pinke Pie unleashed another raspberry attack and the unicorn filly began to cry from laughing so hard, kicking feebly at Pinkie’s belly while Brighteyes and Amethyst cheered the two on from the sidelines.

“Okay, okay! I surrender!”

“Good,” Pinkie wheezed, collapsing onto her back as she panted loudly, “I’m exhausted!”

“One of these days I’m gonna beat you!” the filly declared, panting herself.

Pinkie chuckled and gave her a noogie. “You have a long way to go before the student surpasses the master, my young apprentice. But first, we drink!” She scooped up the lemonade glasses in her hooves and handed one to Dinky. Brighteyes raised her glass in a toast and the four mares clinked their cups together with a cheer.

“Thank you so much, Pinkie Pie,” said Brighteyes once their laughter simmered down, “You saved all of us. I don’t know what would have happened if--” The gray pegasus wiped a tear from her golden eyes as her daughters embraced her supportively.

“’Twas all in a day’s work, citizen!” Pinkie giggled heroically, snorting bubbles into her lemonade, “Besides, you did pretty awesome on your own with that boot to the head!”

“Yeah!” Dinky cheered, spilling her lemonade as she waved her hooves triumphantly, “You and Mama kicked that flank-head into next week!”

“Well, we actually kicked him into the next chapter, but yeah!” the pink party pony projected, giving Dinky a hoofbump.

Brighteyes blinked in confusion, but shrugged it off as Pinkie Pie just being Pinkie Pie.

The air suddenly began to stir, the grass and flowers swirling in the windless space. The manes and tails of the ponies were drawn into the vortex, flapping as though a great wind had arisen. Pinkie Pie grinned.

“Welp, it’s time for me to go!” she proclaimed, rising to her hooves as silver bands of magical energy wove around her body.

“What?!” Brighteyes shouted, holding her daughters close. “Pinkie, what are you--“

“Don’t worry, everypony!” Pinkie replied with a reassuring wink, “I’m just being teleported!”

“But why?” Dinky Doo whined, “We were having fun!”

“I know, sweetie, but a hero’s work is never done!” The white light enclosed around and fully enveloped the pink pony. She jumped up to her hind legs and held her foreleg up in the air enthusiastically. “Now I must go. My people need me.”

And with that, she vanished in a burst of light, leaving nothing but the smell of burned cotton candy in the air and utter bewilderment in the Hooves family.

****

Fluttershy sat in a sunny glade amidst a bed of vibrant flowers. Waspinator lay in hornet mode with his bulbous head resting on the pony’s lap while she gently patted it. Angel Bunny was sulking a little ways off to the side, glowering at the Predacon.

“So there Wazzpinator is, minding own business,” the Predacon buzzed dejectedly, “Wazzpinator do what Dragon-bot say, fly to special coordinates in mountains. Having good day, even! Not get shot once until--KA-POW!”

Fluttershy blinked. “…You got shot?”

“Wazzpinator got shot!” he sobbed, covering his eyes with his spindly legs. “Wazzpinator always get shot! Every day, it feel like!” He puckered his mouthparts, spitting out a mocking impression of his boss. “Dragon-bot say ‘Go there, Wazzpinator! Do this, Wazzpinator! Lift that Wazzpinator! Get shot by Cat-bot today, Wazzpinator! Tomorrow you get shot by Fish-bot, Wazzpinator! And don’t forget Friday is half-price special so Wazzpinator get shot by everyone!”

Angel snickered.

“Okay, okay, calm down now,” Fluttershy cooed, softly hushing the manic insect as she stroked his back. Waspinator purred and thumped his back leg. “You’re obviously not happy with your job,” she continued, “It sounds like such a stressful work environment. And dangerous! Getting shot all the time, I’m amazed you haven’t been seriously hurt!”

“Wazzpinator is pretty durable, now that Wazzpinator think about it.”

“And this Mr. Megatron sounds like such a horrible person. Why would you work for someone like that?”

“Wazzpinator not know anymore,” the wasp sighed, “Seemed like good idea in beginning. Megatron say Predacons become new rulers of planet, make Maximals our slaves!”

“You were a slave?” Fluttershy gasped.

“Well…no,” Waspinator replied, lowering his head sheepishly, “Wazzpinator never had trouble on Cybertron. But Megatron very persuasive. Convinced Wazzpinator to join group and steal Golden Disk.”

“If the Predacons tricked you into helping them and you don’t like working with them, why don’t you quit?”

The Predacon would blink if his compound eyes had eyelids. “...Say what?”

Fluttershy lifted Waspinator’s head up to meet her gentle eyes. “If they’re not your friends and you’re tired of, um, ‘getting blown to scrap’ every day…why don’t you just quit?”

Waspinator felt like his core processor had just exploded and was now dribbling out his ears in a slick trail of neural goo. “It not…really that simple…is it?”

“It’s never too late for a new beginning,” Fluttershy assured him, beaming, “You’re the captain of your own ship. If you don’t like where you’re sailing, then change course.”

“Flutter-bot is right! But…” the hornet replied, his mandibles quivering, “…Wazzpinator never been captain before. Wazzpinator not sure Wazzpinator know how to change course.”

The yellow pegasus threw her hooves around the Predacon and embraced him. “That’s what friends are for, silly. I’ll be there to help you every step of the way.”

Waspinator trembled, tears beginning to bubble up in his multiple eyes. “Flutter-bot promise?” he squeaked.

“I promise.”

No sooner had Fluttershy spoken than the windless cyclone began to rise around them. The Predacon jumped back with a start as the white bands of magic closed around Fluttershy. Angel looked up from the flowers he had been munching on and gasped in alarm at seeing his owner suddenly scooped up inside a magic spell.

“Wh-What is--?!” the pegasus cried, watching helplessly as the globe enshrouded her, “Th-This spell looks like when Twilight tele--”

“Flutter-bot!!” Waspinator wailed, springing up into robot mode.

“Mr. Wazzpinator, don’t!” Fluttershy shouted, waving her hooves to dissuade him, “I don’t want you to get hurt!”

“B-But Flutterbot--” Waspinator looked on helplessly as Angel ran to his side, the rabbit’s eyes bright with worry.

“I’ll be okay!” She called, trying her best to smile and look bold as she faded into the light. She hoped she wasn’t lying. “I’ll find you again, Mr. Wazzpinator! I promise! You two behave yourselves and look out for each--”

Fluttershy was gone.

Waspinator slumped to his knees, trying not to cry. Angel shuffled his feet and patted the Predacon’s leg, looking up at him with an apologetic smile. The hornet sighed and scooped up the rabbit in his arms, both of them wondering what they should do now. And as if there weren’t enough cruel twists of fate in his life already, Waspinator’s comm-link then started to ring. His spark sank as soon as he identified the source of the incoming transmission.

It was Megatron.

****

“…and she comes from another planet where everything is a robot like her and she used to be an awesome bad guy but now she’s an awesome good guy because she fell in love with a hunk named Silverbolt and then she died but she got better and turned blue and she got sucked into this silver stone thingy which brought her to Equestria and now she needs to find a way home so she can help her friends protect the very fabric of time and space so the other Cutie Mark Crusaders and I are helping her and if it works we might get Maximal-helping cutie marks so--”

“Good heavens, Sweetie Belle, take a breath before you pass out!” Rarity interrupted as her sister prattled on.

“Now you understand what I’ve been through all day,” Blackarachnia snarked while massaging her temple.

Sweetie Belle sat at one end of the kitchen table, chattering happily while the elder sibling went about preparing tea. Blackarachnia, too large for the chairs, sat on the floor next to Sweetie Belle with her back resting against the wall. Rarity trotted over to the table, levitating a tray with three empty cups and a steaming pot of tea. She set it down on the table, prompting Sweetie Belle to finally take a rest.

“So my sister and her friends actually captured you?” the mare asked with a playful smirk, pouring a cupful of tea and levitating the cup over to the Maximal. “That must have been quite embarrassing.”

“Threw a net on my head and everything,” Blackarachnia replied as she took the cup between her index finger and thumb. She gave it a quick sniff and took a little sip to test it. “Though, in my defense I was still recovering from a Transwarp jump at the time.”

“Transwarp?” Sweetie Belle chimed in, looking up from her own teacup.

“The portal that brought me here, or at least what I think brought me here. My planet has the technology to travel across the universe by opening tunnels through space and time. But that Alien stone was different.”

“Ooh!” Sweetie hooted, her eyes bright with curiosity.

“Robot aliens, metal planets, tunnels through space,” Rarity repeated, rubbing her forehead, “This is an awful lot to wrap my head around!”

“How do you think I feel?” The Maximal chuckled, “I was dropped on my head onto a planet Primus-knows-where in the universe full of magical pastel ponies.”

“Touché,” Rarity laughed, “Well, I’m very glad you were dropped on your head, Ms. Arachnia. If you hadn’t come along and given that Dinobot brute a proper trouncing, he would have killed me for sure.”

“It’s just Blackarachnia. One word,” she replied dryly as she finished her tea, “And I’d say you didn’t do too shabby yourself.”

“My sister’s awesome!” the filly exclaimed, inserting herself into the conversation, “You should have seen the way she was beating him up! Bam! Pow! Mannequins flying everywhere!”

Rarity giggled and blushed. “I suppose I was pretty spectacular, wasn’t I?” She then got up from her seat and stepped over to Blackarachnia. “But in all seriousness, I want to express my gratitude, Blackarachnia.” She smiled warmly and extended her hoof. “You’ve been a friend to Sweetie Belle when you didn’t have to be, and you saved my life. Thank you most sincerely.”

Blackarachnia blinked in surprise, staring at the hoof. “Hey, don’t get sappy on me,” she said quickly, diverting her gaze, “A Predacon needed his aft kicked so I delivered. It’s what I do.”

“Even so, I’d like to offer my hoof in friendship,” the unicorn replied, her smile and hoof remaining firm, “If there’s ever anything I can do to repay you, don’t hesitate to ask.”

Blackarachnia sighed, realizing she wasn’t getting out of this. She extended her hand and shook Rarity’s hoof with a wry smile. “You might regret that, sister.”

“This is gonna be so much fun!” Sweetie Belle declared, clapping her hooves excitedly, “The three of us can…” She faltered, her eyes growing wide. “W-What’s that?”

Rarity looked down to discover several ribbons of white magic rising up around her. The air started to whirl about, tossing the plates and cups across the room.

“Good heavens!” Rarity shrieked, trying to jump away. Her hooves remained planted to the floor, unable to leave the sphere of light forming up around her.

Blackarachnia jumped onto her knees, shouting “What the?! The slag is going on?!”

“I-It’s a teleportation spell of some kind!” Rarity cried, squirming against the magic, “Somepony’s summoning me! I-I can’t break loose!”

Sweetie leaped atop the table and ran towards her sister to help, but Blackarachnia thrust her arm out to block the filly.

“Rarity!”

“Hold on! You wanna get sucked in too?!” The Maximal pressed Sweetie Belle back and turned to face the other unicorn. She knew this was going to be a bad idea, but she did it anyway. “Hold still, I got ya!” she shouted, reaching forward and grabbing one of Rarity’s legs. She dug her heels into the floor and pulled with all her might. The pony’s hooves scraped across the floor slightly, but not nearly enough to clear the closing sphere before the last of the ribbons knitted together around Blackarachnia’s arms. Her eyes widened.

“Oh scrap.”

Sweetie Belle ducked down as a blinding flash filled the room. Then everything suddenly became still. The filly looked up, rubbing the spots out of her eyes. Neither Rarity nor Blackarachnia were anywhere to be found.

****

Princess Luna lowered her horn as her magic faded. “There,” she said with an approving nod, “Your friends will be transported here in moments.”

The other ponies in the library voiced their approval, eager to see the rest of the team after the morning’s stress. Spike was the only one to raise a concerned eyebrow.

“Uh…” he began, lifting a claw to get their attention, “You’re teleporting them here? Like, right here? From wherever they were and whatever they were doing?”

“That’s right,” the princess replied, “I do not understand what you--”

“Won’t it be a bit of a shock when they spontaneously zap over here?”

“He kinda has a point there,” Rainbow Dash agreed.

“I am aware, Spike, but this will be the fastest and most efficient way to bring the other three here and apprise them of the situation.”

Spike frowned. “But what if one of them is in the bathroom?”

The alicorn’s face flushed bright red and her eyes grew wide. “…Oh dear.”

“I-I’m sure it’ll be fine!” Twilight hurriedly interjected. She couldn’t begin to imagine how horrifying it would be to Rarity let alone Fluttershy if either of them was suddenly teleported into a group of ponies in an…indecent condition.

And right on cue, the library lobby was filled with a burst of silver light, dazzling the unprepared ponies. They opened their eyes once the spell faded to find Rarity, Pinkie Pie, and Fluttershy in the center of the room, and none of them currently engaged in any lavatory activities, thank Celestia. Rarity and Fluttershy both looked around in bewilderment, but Pinkie Pie bounced over to the others cheerfully.

“Hiya, girls! Hiya, Princess! Hiya, Spike!”

“Wh-What’s going on?!” Fluttershy meeped, “I-I was with Angel and Mr. Wazzpinator. Why did you…”

“Goodness!” Rarity exclaimed once she found her bearings, “Girls, what in Equestria is so important that you had to drag me over here so forcefully? And I left Sweetie Belle all alone with Blackarachnia!”

“Not quite,” Blackarachnia moaned, sitting up from behind Rarity and rubbing her head, “Whatever the frag that teleporter was, it doesn’t agree with my systems. So, sorry in advance if I--huuurrgh! the Maximal rolled over and heaved a small puddle of bright green Cybertronian bile onto the floor. Fluttershy squeaked in alarm and scrambled back to avoid the fluids.

“Predacon!!” Luna, Twilight, Rainbow Dash, Applejack, and Spike shouted as soon as they saw the arachnid robot.

“Predacon?” Fluttershy asked.

“Where?” groaned Blackarachnia as she sat up again, “And stop yelling! I got enough of that from the Tramp Stamp Brigade.”

“Cutie Mark Crusaders,” Rarity corrected.

“Whatever.”

“Rarity, get away from there!” Twilight called, jumping into a defensive stance with her horn aimed at Blackarachnia, “It’s a Predacon!”

“Ex-Predacon,” the spider scowled, her claws twitching.

“Oh, it’s alright, darling!” Rarity cried, jumping between the two, “Blackarachnia is a friend!”

Twilight turned slightly to Princess Luna, keeping a wary eye on the Maximal. “Is that one of the Predacons from Canterlot?”

“No,” Luna replied, examining the newcomer, “There definitely wasn’t a lady among the seven.”

“Seven Predacons?” Blackarachnia repeated, her optics widening, “Oh you’ve gotta be kidding me!” She slapped her forehead. “I’m all alone on this planet against Prune-face’s whole team! I wonder if this crushing sense of cosmic unfairness is what Waspinator goes through every day.”

“You, um,” Fluttershy said nervously, shuffling her hooves and hiding under her mane, “You know Mr. Wazzpinator?”

“Yeah,” the Maximal replied, rising to her feet and stretching her back, “he’s one of the seven Predacons that decided to spoil everyone’s day, from the sound of it.” She eyed the yellow pegasus up and down. “How do you know Waspinator? He kick your dog?”

Fluttershy stepped forward timidly, yet held her head up. “M-Mr. Wazzpinator wouldn’t do that! He doesn’t like being a Predacon anymore, so he isn’t one! He’s a good person!”

“He’s a Predacon, kid. Predacons don’t do ‘good people’.”

“Mr. Wazzpinator is not a--!”

“Predacon!” screamed a voice from outside, prompting everyone to turn their heads toward the door. It was soon followed by another, then another and another. Ponies were shouting out “Predacon!” while the sounds of panicking hoof beats rumbled through the floor.

“Oh for the love of…” Rainbow Dash grumbled, rolling her eyes.

“Ain’t we been through enough Predacon shenanigans today?” Applejack snorted, straightening her hat for a fight.

“Another one?!” Twilight cried in exasperation, “Come on, girls! Let’s go!”

The battle-ready ponies charged, set to grab Fluttershy on the way to the door when another sudden voice took them by surprise.

“Hello? Can anybody read me? Is the signal getting through?”

The ponies skidded to a halt, spinning around towards Princess Luna. She was looking at the Moonstone Fragment still suspended in her magic bubble. Its surface seemed to be vibrating, jittering subtly and giving off a soft hum.

The voice called out again, a solemn, hardy voice, but faint and distorted by interference. “Hello! Is anyone there? Can you read me?”

Blackarachnia’s jaw fell open, her eyes widening. “It couldn’t be…”

“The Nightmare?” Rarity asked, gulping nervously.

“Nah, this guy’s voice isn’t all growly and echo-y,” answered Pinkie Pie.

“Er, hello?” Luna said to the fragment, feeling embarrassed about speaking to a chunk of rock, magical or not, “Yes, we can hear you!”

“Oh, thank Primus,” the voice sighed, “I wasn’t sure if this trick would work.”

The ponies and Maximal all gathered around Luna, eagerly listening in on the stranger, inquisitive whispers floating between them. The night princess awkwardly tried to move away from the group but found herself surrounded.

“Ssh!” she hushed, “Be quiet, please! Can’t you see I’m on the, er, stone?” She turned back to the Moonstone piece and cleared her throat to sound more regal. “How can you speak to us through this Moonstone? Who are you, sir?”

“That first one’s a long story, Ma’am,” the voice replied, “and there are more urgent things to discuss first. My name is Optimus Primal, and I may need your help to bring some friends of mine home.”

Chapter 1: Such Stuff as Nightmares are Made On

PREDATOR’S MOON
A My Little Pony: Friendship is Magic/Transformers: Beast Wars Crossover
By Atomic Chinchilla

Chapter 1
Such Stuff as Nightmares are Made On

Long, long ago, in the farthest, darkest depths of the universe, there arose a great blackness. A nameless, formless void of malevolence, it yearned to destroy all light and make the cosmos as dark as itself. Stretching its claws ever upward, it wove its way between the stars, blotting them out one by one. When by fate or by chance it came to a small world called Equestria, it sensed a power there unlike anything else it had known: two sisters, each governing a celestial body of the planet. The older and more powerful sister wielded the might of the sun itself and caused it to rise and set around the planet with her own will instead of a natural orbit. Likewise, the younger sister directed the moon and held he night as her domain. The blackness crept closer and closer to Equestria, hiding and observing from behind the moon. The peoples of this world frolicked and worked throughout the day and revered the older sister as royalty, almost divine. But the night was spent in slumber, and the younger sister was shunned and ignored by her sibling’s subjects. A bitterness grew in her heart; anger and resentment for the adulation her sister received. The void sensed a kindred spirit in her, and so one night it came out of hiding and took her as its own. It bound itself into the mind, body, and soul of the Moon Princess, fueling her jealousy and enhancing her power with its own. It subtly manipulated her thoughts to further its agenda: to destroy all light by blotting out the sun and casting Equestria into darkness. A night to last forever…

A cool night wind whispered between the spires of the royal palace of Canterlot. Princess Luna walked among the clouds as she often did, high over the capitol city set into the mountainside. But tonight was different. She looked up at the moon intently with an expression of apprehension. The great full moon loomed over her, its silver face looking down on her like an unfriendly eye. Something was wrong. Very wrong.

“You feel it, too?” said a voice behind Luna. She didn’t need to turn around to know who it was. She nodded, a drop of sweat rolling down her forehead.

“The moon is definitely larger,” said Princess Celestia as she walked up to her younger sister’s side, “and it’s full a few weeks early. Are you sure you’re not just showing off a smidge?”

“This isn’t funny, Tia,” Luna scoffed, “I didn’t do this. The moon changed and I didn’t tell it to!” Her voice quivered slightly. Celestia nuzzled her sister’s cheek.

“…And I can’t change it back. It’s not listening to me.” Her face changed from a look of apprehension to dread.

“It’s alright, Lulu. We’ll figure this out together. Come on.” The white alicorn spread her great wings and soared up into the air; her dark-coated sister following suit. The two princesses spiraled upwards until they were miles above the clouds, in clear air beneath the looming globe. They stopped in unison and hovered in place, their horns pointed moonward.

“Ready?” Celestia asked. Luna nodded. The tips of both their horns burst into radiant light, shining brighter than the stars and moon together. Arcs of golden and azure light fired in a double-helix formation, carving a path through the atmosphere straight to the surface of the moon itself. The beams of light struck the moon, engulfing the entire sphere in a blanket of magic. For four seconds the whole sky burned white. As the light slowly faded, Celestia placed a hoof on her sister’s shoulder with a comforting smile. Luna warmly returned the gesture.

“Thank you, Tia.”

“No problem at all, Lulu. There’s nothing I wouldn’t d…” Her words fell flat as the moonlight fell upon the two sisters like an oppressive force. They looked up in stunned awe. The moon was unchanged in shape and size. And now, as if to mock their efforts, the sign of a black unicorn’s head was carved across its face. Luna’s eyes paled in horror.

“T-The Mare in the Moon…” she gasped, “But-But…How can…?” Celestia looked down, a million thoughts running through her mind. She quickly turned to her sister, saying “Luna, tell me. During your imprisonment in the moon, do you remember spelling any enchantments on it?”

“I-I don’t think—No,” Luna replied, shaking her head, “I can’t remember everything I did as Nightmare Moon, every second of a thousand years…But I know I didn’t cause this.”

“But you were not yourself as Nightmare Moon. The Nightmare may have hidden some of its plans from your mind while it used you.” Celestia’s words caught Luna off-guard.

“B-But Tia, you don’t understand. I wasn’t just the puppet of some dark entity. My mind and heart were corrupted by merging with it, yes, but I was still me. It was still my soul filled with bitterness, my hooves that tried to kill every living thing in the world with eternal night!” She was stopped as Celestia placed a hoof over her mouth with a soft shush.

“My dear sister. When will you learn to stop blaming yourself for something that wasn’t your fault? No one else blames you,” Celestia said as she looked her sister in the eyes. Luna’s lip quivered; she blinked rapidly to hold back tears. Celestia pulled Luna into an embrace. The younger alicorn sniffled into her shoulder.

“No more tears now,” Celestia said at length, “We have a mystery to solve, right?” Luna pulled herself up and wiped her eyes with a nod.

“That’s my girl,” said Celestia, who wiped an eye herself, “Now let’s go. The night’s still young, and we may yet have much to do!” With that, she gracefully dove back through the clouds into the air over Canterlot. Luna followed, calling “But where are we going, Tia?” The two sisters descended down the mountainside, past Canterlot, and glided over the valleys and plains below it toward the neighboring town of Ponyville. Celestia grinned.

“Every mystery needs a detective, and we’re going to see the best sleuth I know.”

****

Long, long ago, above a world far from Equestria, there appeared two clashing starships from a planet called Cybertron. In their battle they were both damaged and crashed to the small planet’s surface. Each ship’s crew took on the forms of this world’s local fauna, and there they waged a small but heated war. The Predacons, hungry for power and conquest, sought to exploit the planet and harvest its abundant energy. The only obstacle in their path was the Maximals, who fought to preserve the world and its life. As the time passed and the battles continued, new allies and foes joined the battlefield. In the ongoing escalation, friendships were made and loyalties betrayed on both sides, and the war was not without its casualties. The stakes grew higher, until the factions realized the truth of the planet they warred over: a buried relic from their past with the potential to reshape their future. The War of Beasts would ultimately determine the fate of not only this planet, but the very course of history itself…

The full moon beamed down over a clear night on prehistoric Earth. It was one of the rare occasions when Rattrap actually volunteered for the overnight watch. The short humanoid robot sat in the gun turret stationed above the large, steel blast doors set into the canyon wall, the first line of defense for the Ark, the massive Autobot derelict inside. He reclined with his legs up on the console and his hands behind his head, looking up at the moon and the twinkling stars.

“So my collection a’ Waspinator parts is growin’ nicely,” he said, seemingly to no one, “Got a whole right leg last week after Megs’ last ambush. Poor guy had ta hop all the way home, heh heh. Man, I tell ya, though. Everythin’s just gotten so nuts without ya. The Beast Wars used ta be simple, ya know? The Predacons would cook up some crazy plan, then we’d shoot it out and go home and do it all again next week. Shoulda kept my big mouth shut about wantin’ some excitement, right? Boy, did I get what I asked for.”

Rattrap paused, half expecting Dinobot to pipe in with one of his usual snide remarks. But Dinobot wasn’t there. And he wouldn’t be ever again. Rattrap sat up and sighed. Scratching his metal head, he looked up into the moon and found himself reminiscing about the past. They really hadn’t been on Earth for a very long time, but it seemed like years ago. So many changing faces, so much escalation. So many lost friends…

“I dunno if ya can even hear this back on Cybertron, or in the Allspark, or wherever you are, but…I miss ya. And I cannot believe I just said that out loud. But it’s true. Losin’ you was where it all started goin’ ta slag. Here we are fightin’ each day, wonderin’ if Megatron’s new scheme is gonna work this time, gonna destroy the future and erase our whole existence. The odds didn’t seem this stacked against us when you were around. And that clone just makes it harder. It’s nothin’ but a sparkless killin’ machine with your face. And every time I have ta shoot at it…I’m gonna make Megs hurt fer that one. I’ll do him one fer us both.” He stood up and stretched his back, then saluted.

“Well, I guess I should start patrollin’ now. Rest easy, pal. Ya slag-spoutin’ saurian, you.” He hopped down from the turret to the canyon floor, his sensors on full alert. No sign of any Predacons around. Nice night for a drive.

“Beast Mode!” he commanded, and his body sprang into action, changing and shifting from a humanoid robot into a metallic, wheeled rat. His wheels revved and smoke plumed from extending exhaust pipes. He peeled out with a screech and a “WHOO HOO!” just before a blinding flash tore through the sky. Rattrap jerked to a halt and shifted from wheels back to legs, rubbing his eyes with his paws.

“What in the Pit was that?!” he groaned. His onboard communicator pinged not a second later.

“Rattrap, report!” came the commanding voice of Optimus Primal, “The Ark’s scanners are going wild with activity from the moon! Do you see anything?”

“Oh, I didn’t see anythin’, Fearless Leader, on account a’ bein’ blinded by some wild activity from the moon!”

Inside the mountain beyond the blast doors was a huge volcanic cavern, the resting place of the giant Autobot ship. The wreckage of the Maximals’ first ship, the Axalon, had been set up and jerry-rigged to the Ark’s power supply as their makeshift base of operations. The whole crew was abuzz. The gentle giant Rhinox, as usual, was directing the technical duties. The recently altered Cheetor was still adjusting to the new body, his long claw-fingers not suited for typing commands. The noble Silverbolt and his beloved Blackarachnia had no such problems and were pounding away at their stations.

“Cheetor! Boost the power to the signal array! Silverbolt, Blackarachnia, see if you can magnify the range of the field dampers! Megatron’s jamming towers aren’t giving us a lot of room!”

“Every time we shoot one down, he just builds two more,” Optimus sighed, “We’ll just have to work with what we’ve got. Has Depth Charge reported in?” Rhinox shook his head.

“Does he ever?” Blackarachnia snarked as she flicked a switch, “Field dampers at maximum range, big guy.” Rhinox cracked his knuckles and set to work on the knobs and levers at his station. The monitor screen showed a wireframe image of the Earth, with the positions of the Ark and the Predacon ship Darksyde highlighted. Above was a readout of the moon, flashing with data readouts.

“This is strange,” said Rhinox, leaning closer to the monitors, “The moon is giving off tremendous energy readings, and they’re identical to the energy given off by Alien technology…”

“Don’t tell me the other moon is an Alien weapon, too!” Cheetor gasped, remembering only too well the nasty little surprise in the former second moon that had so nearly destroyed them all. Rhinox shook his head, but his grim expression did little to lift the younger Maximal’s spirits.

“The Alien technology is coming from on the moon, not inside it. It could be another artifact they left behind before clearing out, like the…Hold on! It’s moving!”

“What?!” cried the other Maximals. Rhinox’s hands flew across the controls, tracking the signal. An image of a pulsating circle appeared on the monitor and began to slowly descend from the moon down towards the planet.

“It’s falling from the moon very quickly,” said Rhinox, “Already broken through the atmosphere. And its trajectory isn’t natural freefall. Something else is pulling it down. It’s descending…” The signal suddenly cut out, disappearing from the monitor.

“Slag!” Rhinox shouted, pounding his huge fists on the console, “It’s fallen right into Megatron’s jamming zone, deep in Predacon ground.” Optimus’ face turned grim. He stepped back and crossed his arms. Cheetor instantly knew this meant he was in “leader mode” and was already planning their next move. He stood up, ready for action, and said “So what’s the plan, Big Bot?”

“We can’t let Megatron get his hands on an Alien weapon again,” Optimus replied, “We may not be able to stop him a second time.”

“But it’s behind enemy lines, sir,” said Silverbolt, “And we have no idea where to look for it!” The ensuing silence let the naïve bot know he had just stated the obvious. His ears drooped and he stepped back sheepishly.

“…I might be able to help with that,” Blackarachnia chimed in as she patted Silverbolt’s head.

“How?” Optimus replied, raising a brow.

“Its last known position was over grid Arachis, which was one of Tarantulas’ favorite hangouts. Knowing him oh so well, I’m sure he was the one who pulled the Alien tech down.”

“Do you know the area?” Optimus asked, his eyes narrowing very slightly but his tone totally calm. Blackarachnia nodded.

“Like the back of my claw. I could sneak in, grab some intel, and sneak back before anyone even knew I was there. But I’d have to go it alone. Less risk of being spotted, right?” The Maximal leader looked a bit hesitant, but nodded.

“…Very well. Silverbolt will fly you as close as he can and wait for you until you come back. You’re to stay hidden and observe only. Do not engage any Predacons unless fired upon first. Understood?”

“You got it, Chief,” she said with a salute and a wink, “When do I leave?”

“Right now.”

****

Twilight Sparkle awoke to a soft, but urgent knocking on the library door. She rolled over and moaned “Spike, could you get that, please?” She was answered by loud snoring. The knock came again. Rolling her eyes with a groan, she groggily got up and went downstairs to the main room. She magically opened the door with a loud yawn.

“This had better be an emergen--Princess Celestia! Princess Luna!” Twilight jumped to attention as the door opened to reveal the princesses standing on the porch.

“Good evening, Twilight. We’re so sorry to bother you at such a late hour.”

“Uh…Not at all! Please, come in!” She stepped back, very confused, and closed the door behind the two sisters as soon as they were inside. Celestia walked about the main room while Luna fidgeted anxiously on the doormat. The white alicorn then turned back to her pupil with a firm look.

“Twilight, I’m afraid this isn’t a social visit. We have dire need of your help.”

“My help?” Twilight asked, her confusion growing. The sisters nodded sternly.

“Yes, Twilight Sparkle. We have need of thy magical talents,” Luna replied, her voice lapsing back into the Royal Canterlot dialect, “Has thou not seenest our moon tonight?” Twilight shook her head, puzzled. She trotted over to the window as Celestia pulled her sister aside.

“Luna, I told you we don’t have to speak that way to our subjects anymore.”

“I know, I know! Force of habit.”

“My goodness!” Twilight exclaimed as she looked out the window, “It’s so huge! And full! And the…The Mare in the Moon!” She ran back over to them, spouting “When did this start? How long has it been happening? Princess Luna, can you stop it? Does this have anything to do with Discord? Or Nightmare Night? What about--“ This time she was hushed by both Celestia and Luna’s wings.

“Twilight Sparkle, We don’t…I don’t know what’s done this to my moon. My sister believes you can help determine that.”

“Really?” Twilight said, a little too excited, “I mean, of course I’ll do anything I can to help, your majesties! …But what can I do that you can’t?”

“You have the memory spell, Twilight,” Celestia answered.

The purple unicorn looked down in thought, then jumped back up with “Oh! You mean the spell I used to free my friends from Discord’s enchantment! But I thought that was just a basic remembrance spell.”

“There are spells to help you remember forgotten things. But only you had the power to restore the memories that Discord buried, warped, or tainted. And that is precisely what Luna needs now.”

“…I see,” said Luna, walking over to the window and gazing up at the moon and the jeering, black face, “You think that the Nightmare hid some of my own memories as Nightmare Moon, or made me forget them?” Celestia nodded. Twilight just sat in the middle, trying not to look as lost as she was. Celestia noticed and chuckled softly.

“Don’t worry, my faithful apprentice, We’ll explain everything soon. But right now I’m afraid time could be of the essence.” Luna then stepped in front of Twilight and knelt down with her eyes closed. She apologized for the intrusion and politely asked for Twilight’s help. The young unicorn gulped and nodded nervously. The spell had worked wonders for her friends, but this was an alicorn princess, and her mind had been altered by something infinitely different from Discord. But Twilight would not refuse a friend in need. She closed her eyes and concentrated, her horn glowing to life with a reddish-purple light.

“I must warn you,” Luna said hesitantly, “My mind was a very dark place back then. It may not be a comfortable experience.”

“Gee, nothing like a little pressure,” Twilight chuckled fretfully, but she did not stop. Her horn’s light growing brighter, its tip met with Luna’s horn, and all went black.

Twilight wandered in darkness, peering into blackened corridors and empty chambers. Something had gone to great lengths to clean house before vacating Luna’s mind. The empty tunnels and rooms were leftover neural pathways and memories from when her mind was merged into one with the dark spirit called The Nightmare. But Twilight’s studies and experiences with Discord proved that the mind could hold on to memories, no matter how hard someone may try to bury them.

She raised her horn and the air filled with twinkling stars, casting light into the blackness. Lights and images began to pull themselves out of the walls and floors, drawn to the little stars and swirling around them. Twilight knew these were private memories, but she couldn’t resist taking a peek at one. She tapped her horn against the star, and her mind was shot full of images and feelings. Rage, despair, loneliness, jealousy, unbridled hatred for all things bright and beautiful. A cackling, black mare laughing demonically over an eternal night. Crops withering, waters freezing, famine, starvation, death. And over it all, a horrible laugh of delight in all it saw. This was not the laugh of Nightmare Moon. It was deep, genderless, alien. It was not heard so much as felt, raging through Twilight like an earthquake, a cacophony of sickening joy.

Twilight peeled herself away, fearing what prolonged contact with…that might do to her. She leaned against one of the walls, sweating and trembling. She wanted to just cut off the spell and get out, to get as far away from that horrible thing as possible. She then realized: this was what Luna must feel every day. She had the strength of will to keep going each day, even with all these horrible memories. Twilight resolved to keep going.

Focusing all her might, her horn sparked and glowed like a small moon, burning back the shadows and pulling memories free. She dropped her head and panted, her legs wobbling. The spell would finish itself so her work was done. She looked around the labyrinth, content with her work and turned to leave. She blinked in surprise, seeing a small corner of darkness remaining. She walked over to it and touched it with her horn.

The shadows peeled away, revealing a small, dusk blue alicorn filly. She was curled in the fetal position and shivering with her face hidden in her hooves. Twilight immediately knew what this symbolized and smiled, nuzzling the cheek of the filly. The little alicorn looked up at the lavender pony’s comforting smile with fearful tears. Twilight merely knelt down and hugged the child, then helped her stand after a thousand years of being buried under shadow. She walked toward the swirling stars, the filly’s eyes brightening up at the beauty of the spell. She gave a beaming smile of thanks to Twilight and spread her little wings, leaping into the light and vanishing into the moon. The light grew until all became white, covering Twilight and everything else. She knew her task was now finished, and she ended the spell. Luna and Twilight both opened their eyes in unison.

“Princess Luna?” Twilight asked, “…How do you feel?” The night princess held her head low, tears falling from her eyes.

“It’s all back,” she replied as she trembled, “I remember it all. All the horrors my hooves wrought. All the pain and suffering I caused. But I feel…different. Refreshed. I know that letting myself stay buried under guilt and misery will hold me back from atoning for past sins. Thank you, Twilight Sparkle.” She looked into Twilight’s eyes and the purple unicorn knew exactly what she meant. The two shared a smile. They then stood up and Luna turned to the patiently waiting Celestia.

“You were right, Sister. Nightmare Moon did lay those enchantments on the moon. And I know exactly what they’re for now. We don’t have much time.”

“Don’t leave us in the dark, Luna,” Celestia replied, “…So to speak.” Luna breathed in deeply and sighed, looking back to Twilight Sparkle.

“Gather your friends. We’re going to need the Elements of Harmony.”

****

Silverbolt glided over the gnarled boughs of the dead forest in beast mode, Blackarachnia on his back. Flapping his eagle’s wings hard to sustain the low altitude, his wolf’s nose and ears were alert to any signs of possible ambush.

“You can relax, Rover,” Blackarachnia said as she scratched him behind the ears, prompting him to pant happily and wag his tail feathers, “Megatron’s sure to already be on the move. I doubt any of his troops would be this far out from their base.”

“One can never be too careful in Predacon ground, milady,” he replied in that frustrating yet adorable chivalrous tone, “And I will always fear for your safety.”

“That’s sweet, but I’m a sleek, sexy Transmetal now. I can take care of myself.” Silverbolt alighted softly on the forest floor and extended a wing like a ramp for Blackarachnia to step down. After she did so, Silverbolt transformed back to his robot form and the two shared an embrace.

“Even with your new strength…please be careful. I could not go on if anything ever happened to you, dark poison of my heart.”

“I love it when you talk sappy,” Blackarachnia cooed before planting a kiss on him, “I’ll be fine.” They shared each other’s touch a while longer, needing no further words. At length Blackarachnia stroked her finger under Silverbolt’s chin and stepped back, changing to her Transmetal spider beast mode. She turned and darted off into the trees, disappearing into the night. Silverbolt returned to his animal form and sat down, patiently awaiting his beloved’s return.

****

“Was it absolutely essential for us to all go gallivanting off to Everfree at this hour?” Rarity managed to whine through a yawn. While Twilight Sparkle and Luna had roused the other five of Twilight’s friends, Celestia had teleported back to Canterlot to retrieve the Elements of Harmony from the royal vault. She returned with them to Ponyville, plus her and Luna’s own personal chariots. They then all gathered up and rushed out into the night. Rainbow Dash and Fluttershy flew along as fast as they could, while Pinkie Pie, Rarity, Applejack, and Twilight rode in Celestia and Luna’s chariots, pulled by the two princesses themselves. Despite Twilight’s protests, Celestia insisted they travel this way, as it was fastest and there was no time to lose.

“But y’all haven’t even explained what’s goin’ on, Ma’am!” Applejack said, voicing the confusion of the whole group.

“You haven’t explained to me either, Luna,” Celestia said, turning to her sister with concern. A bead of sweat rolled down the night princess’ forehead as she looked toward the approaching Everfree Forest with grim apprehension.

“…Twilight Sparkle’s memory spell returned to me many of the thoughts and actions of Nightmare Moon that were either lost with time or buried and hidden from me. I never realized until now how much of my own mind had been turned against me. While we were still joined, the Nightmare was able to use me for its own purposes and then make me forget anything that happened. And one of those forgotten deeds was a contingency plan in case it was defeated.”

“Nightmare?” Rarity asked, raising an eyebrow, “Princess Luna…what’s ‘the Nightmare?’“

“Duh!” Pinkie Pie laughed, bouncing next to her, “It’s the evil meaniepants that gave the princess her Nightmare Moon-y powers! Or at least that’s the explanation in this story, anyway.”

“She is correct, if oversimplifying,” Luna said, “The Nightmare was an entity that came to me in my time of weakness, offering the power to make Equestria fair, or what I believed a fair Equestria should be. It became one with me, in mind, body, and soul, and the villain you knew as Nightmare Moon was born.”

“Oh my,” Fluttershy squeaked, “Where did it come from?”

“…That I do not know.”

“Don’t worry!” Pinkie butted in, “I'm sure somepony will explain it later!”

"How do you know that?” asked Twilight.

"Just call it a hunch," the pink pony giggled.

They flew under the gathering clouds in a gradual descent towards the forest. The air felt heavier on their wings. Fluttershy struggled to keep up with the group, but Celestia flew behind her and would give her a helpful push when she needed it. Above them the clouds seemed to swirl in wide circles under the moon. Below them the nightingales and crickets had stopped singing, almost as if to warn the ponies of a growing danger.

Celestia remained silent. She knew most of the details already, Luna having explained the story to her in private not long after she was freed. After a brief pause she spoke up, asking, “So tell us, what was this contingency plan?” All eyes were on Luna, and she knew it. She shifted in the chariot’s harness uncomfortably.

“The Nightmare did not sit idly in the moon during our millennium of banishment. It made my body work tirelessly, and crafted two objects: a Moonstone, and a weapon formed out of the core of the moon itself. It used some kind of alien magic or technology I have no reference for. It tied its own spirit into the Moonstone, its power and essence. It had never faced magic like the Elements of Harmony before, and would not let itself be defeated by them again. So when the thousand years ended and I was set free, the Nightmare hurled the Moonstone to the Everfree Forest, beneath the ruins of our ancient palace. It left its other weapon in the moon for what I can only assume was a last resort.”

“But Princess,” Twilight spoke up, “You said this Nightmare planned for meeting the Elements again. But you did meet us! And we did defeat it!” The other five all voiced their agreement. Luna only shook her head gravely.

“No, my friends, you did not. True, the Elements freed me from its hold and shattered its form into dust, but it was not destroyed. The heart of the Nightmare still lived on in the Moonstone, which was right under our hooves the whole time and none of us knew it. And for the past years it has been slowly pulling itself back together. Now its enchantments are finally complete, and it is strong enough to reform. The Nightmare is coming back.”

Luna turned and looked back up at her moon again, her eyes narrowed. Connected to it as she was, she could feel the powers churning inside it. Whatever it was the Nightmare had created, she sensed that it was stirring, waking up with its master. Celestia followed her sister’s gaze and turned her head to the moon. Her eyes flashed angrily for a second, a second that did not escape Twilight’s notice. Before she could ask, Celestia turned back looked down in thought, slowing her pace.

“Sister, what’s wrong?” Luna noticed her sister falling behind and slowed herself to match her pace. Celestia looked fiercely into Luna’s eyes.

“Luna, you’re going back.”

“What?!” her sister shouted back, the other six ponies looking at Celestia with surprise, “Sister, how can you--“

“You’re not coming with us. We can handle this without you. Go back to Canterlot.”

“You can’t be serious!” Luna scoffed, “How can you expect me to sit by when I’m partially responsible for this?!” Celestia closed her eyes and turned her head up.

“Only the Elements are necessary to destroy the Nightmare. I can protect their bearers. We…We don’t need you.”

“How dare you?!” Luna shouted, her eyes wide in anger and confusion, “I have every right to help! I have more need to be there than you! I’m going and that’s final!” Celestia then braked to a sudden stop, almost throwing Twilight and Applejack clear out of the chariot. Luna jerked to a halt and spun around, knocking Pinkie and Rarity on top of each other.

“No arguing!” Celestia demanded, her voice quivering slightly, “As-As your older sister I order you to go back to Canterlot! Now!”

“P-Princess?” Twilight said in shock. She had never seen her mentor this upset since, well, ever. Angry and stern, certainly, but in all her time as the princess’ student she had never seen her this…afraid.

“Luna,” Celestia said, trying to sound calm, “Luna, please, please go back.” Luna stood firm and shook her head. Celestia began to stammer out the beginnings of sentences but couldn’t finish any. She blinked rapidly, as if to hold back tears.

“Celestia, I don’t know what’s gotten into you, but I--“ Luna was interrupted by her sister throwing her forelegs around her, tears rolling under her eyes.

“I can’t lose you again, Lulu! I’ve tried to be brave about this, but I just can’t do it! It killed me to see what Nightmare Moon had done to you! And being alone for a thousand years was torture to me! And now, after finally having you back, I will not risk that…that thing taking you away again!”

The others looked on in silence, each feeling a little guilty for witnessing this private moment, even if they couldn’t help it. Luna sighed gently as Celestia wept and moved out of her sister’s embrace. She wiped Celestia’s tears away and smiled.

“I never thought I’d have to be brave for you, Sister,” she chuckled softly, “I promise you’ll never lose me again, Tia. A thousand years ago I was weak and blind from jealousy, easy prey. I have no such weakness now. With all of us together, and the Elements of Harmony on our side, the Nightmare doesn’t stand a chance.” Celestia sniffled and nodded as she slowly regained her composure. She looked into Luna’s eyes and could see the determination and truth in them. She returned her sister’s smile and the other ponies all let out a collective sigh of relief.

Without another word, the two alicorns resumed their flight and descended into the darkness of the Everfree Forest. Gloom and silence met them. The moonlight barely broke through the trees, coming down in sparse patches of light blotched against the ground. There were no howls of beasts, no cries of owls. The ponies shivered as the air continued to grow colder and heavier the deeper they traveled into the forest. They crossed over familiar paths: a grove of gnarled, face-like trees, a wide, churning river, and a misty canyon topped with an old rope bridge. As the fog parted, their destination lay in sight. The eight ponies looked ahead with grave anticipation as the ruins of an ancient castle rose into view. And above the towers, its gaze always watching, hung the shining full moon.

****

Blackarachnia darted silently through the lifeless woods, flitting from tree to tree on her eight graceful, Transmetal legs. She felt vulnerable and exposed with all of her sensors and comm. system rendered null from the jamming field covering the whole mountain range. But she did her best to ignore the feeling.

As she came up over a steep ridge she gasped suddenly and ducked into the shadows. There, in the dell at the base of the ridge, not even half a klick away, stood Megatron and his Predacon flunkies: the insane yet insanely loyal pyromaniac Inferno, the scatterbrained Waspinator, the back-shooting cowboy Quickstrike, the skeletal hunter Dinobot, and amazingly enough the thrice-treacherous schemer Tarantulas. Someone was missing though…

They were all gathered around something obscured from Blackarachnia’s view. Tarantulas especially seemed very excited as he hunched over with a device in his hands. Blackarachnia knew that a happy Tarantulas was never a good thing. She dared to skitter a little closer to try and hear their conversation.

“…and will tolerate your presence only until you can determine the artifact’s nature and purpose, arachnid,” Megatron growled as he paced around the circle of Predacons in his monstrous, red dragon beast mode, “And then I want you out of my sight, or I’ll have you smelted into a puddle of slag, yesss.” Inferno held his ludicrously oversized pistol at Tarantulas’ head just to emphasize the point.

“Understood, O Mighty Megatron,” Tarantulas chittered, remembering only too well what happened the last time he openly betrayed Megatron. He still had the scorch marks. He made a subtle glare toward Quickstrike, his accomplice in the attempted mutiny. The slimy little weasel had seemed to duck Megatron’s ire for the present, and he wasn’t about to remind the big guy about it.

“What have you uncovered?” said Megatron, leering his head down over Tarantulas’ shoulder, more than aware of how intimidating he was. Tarantulas pretended not to be affected as his fingers raced over a handheld scanning device of his own making.

“It’s definitely alien technology,” the spider hissed. Waspinator gasped and jumped back from the object in fright like a spooked cat, causing the others to slap their foreheads.

“Our Aliens?” asked Megatron.

“Oh, yes!” Tarantulas giggled, “It has the same energy readings as the Standing Stones, the Flying Island, and the second moon! It’s definitely theirs! You’re fortunate I was able to…guide it here for you to find, Megatron.”

“Yes, I have no doubt such was your intention,” Megatron smirked as he rolled his eyes, “What is its purpose?” Tarantulas mumbled to himself and tweaked the dials on his scanner, turning away from the dragon.

“Hard to say. None of the Alien devices have ever been exactly what they appeared to be. But it seems like a power source of some kind. Like one of our transwarp cells.” Tarantulas picked up the object and held it closer to the scanner, bringing it just into Blackarachnia’s view. It was a silver-white sphere about a foot in diameter, inscribed with golden markings and the Aliens’ recognizable symbols.

“Okay,” Blackarachnia whispered to herself, as she slid back up the ridge, “Alien tech. Got what I came for. Time for this spider to--“ A sudden weight crashed down on her, crushing her from all sides. A massive pincer held her firm, lifting her overhead and squeezing. Blackarachnia screamed out in pain, alerting all the Predacons to her position.

“B-Blackarachnia: Maximize!” Her spider form began to shift and change, but could not transform due to the constriction.

“What’s that?!” Megatron roared, “Someone dares to--ah! My dear Rampage, how good of you to greet our guest!” A massive Transmetal crab clambered down the slope towards the group, the writhing Blackarachnia straining in his clutches.

“Hello again, my dear,” Rampage sneered in his sickeningly relaxed voice, “I’m so glad you could come by to play again.” He squeezed tighter; Blackarachnia cried louder, feeling like her internal systems were all being pulped together. Megatron gleefully walked up to them and brought his dragon snout to her eye level.

“And who could our little eavesdropper be, hmm? Why, it’s our old friend, the turncoat Blackarachnia, yesss! Now what would a newly minted Maximal like yourself be doing all the way out here alone?” Blackarachnia said nothing, and not just because a giant crab was squeezing her vocal processors.

“A spy, my Queen! A spy!” Inferno shouted, hopping up and down giddily, “Just say the word, Royalty, and she shall burn!”

“No way, pardner!” Quickstrike jumped in, his cobra arm hissing eagerly, “Ah owe Sugar-bot here a serious keister-kickin’!”

“I must agree, Megatron,” Tarantulas snickered as he enjoyed seeing his treacherous creation in agony far more than he should, “She’s no doubt on a scouting mission to investigate the artifact! She probably has backup waiting not too far! Best to kill her now!”

“Now where’s the fun in that?” Megatron chuckled, “Ah, very well. Rampage, if you would do the honors?”

Rampage let out a guttural sigh of delight as he slammed his claw down to the ground, pinning Blackarachnia to the dirt. She squirmed and wriggled with all her might, but couldn’t pry herself free. She glared at the crab like a knife, but he simply chortled and pressed harder. He lifted his other claw and clamped it around Blackarachnia’s spider head while Tarantulas and Quickstrike cackled and cheered. He began to pull.

****

The two princess alicorns alighted on the stone courtyard of the decaying palace ruins. The bearers of the Elements of Harmony all stepped down, each one wearing her respective Element. They huddled together and shivered; their breath was visible and the very air stung like ice. Rarity made a remark about wishing she had brought warm clothes. The others agreed except Pinkie Pie, who just laughed and bounced to keep warm. The face of the moon seemed to follow their every movement like a watchful gaze, the image of the Mare in the Moon leering mockingly at them.

“This way,” Luna said sternly as she rushed across the courtyard. The other seven equines followed suit. They raced up a flight of marble steps into the main corridor. The air inside was warmer, but foul and stale. They all remembered this place only too well. In the grand hall just ahead was where the fateful encounter with Nightmare Moon took place. But Luna suddenly banked right to an adjacent hallway and descended a spiraling flight of steps. They emerged into an inconspicuous old storehouse lined with long-unused pots and riddled with cobwebs. The others looked around, wondering why they were led to this one of all rooms. Before they could ask, Luna walked to the far end of the storeroom and placed her horn against one of the stones in the wall. It sparkled to life and crackled with energy, spreading to each stone around it, the light forming the shape of a door.

“Have to admit the Nightmare was clever,” she said, stepping back as the stones melted away to reveal another corridor leading further down, “But its tricks have been revealed. Come, we have no time to waste!” Down the steps, down into darkness they ran, with only the light of the unicorns’ horns to guide them.

The tunnel became less and less organized the deeper they went, changing from shaped stone stairs into a steep decline of torn earth. All around them the floor and walls of the tunnel trembled and shook in a rhythmic beat, like the beating of a grotesque heart. They soon could see a faint gray light from far ahead and below, pulsing in rhythm with the beating. Luna’s eyes narrowed.

“There it is!” she leaped into the air and flew like a bullet down the last stretch of the tunnel.

“Luna, wait!” Celestia called after her. She scooped up the other ponies in a magical field and dashed after her sister. They burst from the tunnel into a perfectly spherical chamber over fifty feet in diameter. In the very center floated a silver sphere, etched in gold with unknown markings. It spun furiously as energy radiated from its core, causing the very earth around it to quake and buckle. Luna glared at the device her own hooves had wrought while under the Nightmare’s control and lowered her horn like a lance.

“Now, Twilight Sparkle!” she called, “Unleash the Elements! Destroy the Moonstone!”

“You ready, girls?” Twilight said, assuming a ready stance atop Celestia’s back. Fluttershy and Rainbow Dash flew into position while Rarity, Pinkie Pie, and Applejack stood on a magically conjured platform. Their necklaces all burst into radiance as the power of Harmony swirled around them. Twilight lowered her head and concentrated, the jewel of her tiara building in luminance.

“Alright! Elements of Harmo--“

“You didn’t think it would be this easy, did you?” came a thunderous voice Its very presence beat down on them like an oppressive force. “You disgusting little things. Despite my best efforts to conceal this place, you come uninvited into my presence, seeking to destroy me. Again.” Its words slithered like black eels through their ears, worming their way into mind and heart. The light of the Elements faded, and all but the two princesses collapsed into a fit of unbridled terror. Twilight lay limp on Celestia’s back, clutching her head with her hooves.

“Twilight, you have to get up!” her mentor shouted, “You’re the only ones who can defeat it! You did it before!”

“And that only happened because my true nature was masked behind the body of Nightmare Moon, you insects.” The shadows in the chamber all began to slide along toward the bottom of the hollow, gathering and building up into a shapeless form beneath the Moonstone. It writhed and twisted, and the faint twinkling of stars could be seen distantly through it. An appendage of the blackness snaked out and hovered around Luna. The alicorn held her ground defiantly.

“Little Luna. Little speck. You’ve lost everything that made you beautiful. All your jealousy and darkness are gone. You no longer deserve to call yourself a princess of the night.” Luna shut her eyes and trembled but refused to buckle under its words. The Nightmare then moved to Celestia, who conjured a wall of light between them, glaring at the abomination. The Nightmare’s tendrils spread and twisted around the barrier and it chuckled, sending another wave of horror through the ponies.

“And you,” it hissed at Celestia, “You trapped me for a thousand years. Even for one such as I that isn’t something I can just ignore. And when I finally did escape, you had your little creatures send me away again. You stole Luna from me, you hideous, evil thing.”

Celestia only replied with “And I’ll do it all again in a heartbeat.”

The Nightmare howled and raged, blasting Celestia’s spell apart and seizing her around the neck in its tendrils. The sun princess fought and struggled, lashing out with her horn and kicking wildly with her hooves. Her blows simply sloughed through the mass of darkness as it laughed tauntingly.

“Celestia!” Luna screamed as she charged, firing her strongest magic bolt into the monster’s back. Its form spasmed and convulsed, and it bellowed again. Luna was smashed by an invisible force into the wall and pinned like a dark butterfly. She squirmed and lashed out with her magic, but could not free herself.

“I always hated getting my own hands dirty when I could use the hands of others, but you filthy maggots have given me no choice. I shall not be sent away again!” Its dark touch began to spread like veins across Celestia’s neck and down her flank, tainting her brilliant white coat into jet black. Celestia bucked as they slithered into her eyes and mouth, tossing Twilight off her back just in time before being consumed entirely. The purple unicorn shook herself and looked back up in horror.

“Princess!” she screamed.

“Tia!” Luna cried.

“…Neither!” the Nightmare laughed with Celestia’s voice. Her coat was now completely black, and her rainbow mane was now a mass of monochromatic gray wisps. It spread her wings and reared with a triumphant, mocking laugh.

“And now what will you do?” It sneered, floating over to Luna and nuzzling her cheek, “Will you try to fight me and risk injuring your beloved Celestia? I don’t think you have it in you, Lulu.” Luna’s eyes widened and she thrashed her horn furiously. The Nightmare cackled and stepped back while flourishing Celestia’s mane.

“Princess Celestia, you have to fight!” Twilight pleaded as she staggered to her hooves at the base of the chamber. With the Nightmare’s full presence removed from the air, the other ponies regained control of themselves and helped each other to stand.

“Fight it, Tia, please!” Luna cried, straining against the Nightmare’s spell. The other bearers of the Elements all joined in.

“Don’t take this blowhard’s crud lyin’ down!” Applejack hollered.

“Yeah, you can take him!” shouted Rainbow Dash.

“Stick it to that meanie face!” cheered Pinkie Pie.

“You’re not going to let this ghastly shadow ruin your beautiful light, are you?!” Rarity yelled.

“You’ve got to fight it! …Please?” whimpered Fluttershy.

“You little worms are so entertaining,”the Nightmare laughed again, “She cannot fight me. This is not a simple merging like Nightmare Moon. I control every part of her being!” As she laughed a small spot of white began to burn through the black of Celestia’s coat. The Nightmare’s eyes widened and looked down.

“…What? What?! No, no, this isn’t possible!” The blackness burned and peeled away from Celestia slowly as a blinding light punched through from underneath. Celestia pulled her head completely free from the screaming black mass enveloping her.

“You chose Luna because you thought her a dark kindred spirit. I am no such thing. I am the princess of light!” As the Nightmare tried to free itself from the burning of Celestia’s touch, Luna found herself freed from the binding spell and flew to her sister’s side. She dug her horn into the blackness and peeled the last of it off Celestia’s body, flinging it against the wall. It splattered and writhed like a wet rag. Celestia wobbled in the air but Luna braced herself against her, holding her up. She smiled and nuzzled her sister’s cheek.

“Now, Twilight Sparkle!” Luna called down to the recovered ponies, “While it is weakened! The Moonstone!”

The six bearers of the Elements of Harmony needed no further words. They leaped into firing position right under the floating Moonstone, their Elements ablaze with light.

“NO! NO NO NO!” the Nightmare shrieked as its shredded form hurled itself at the sphere and covered it with its body like a black shroud. It disappeared into the stone.

“Guess what, Nightmare?” said Twilight, “These ‘little insects’ have beaten you again.”

“So you can take your horrid little darkness and leave!” Rarity added.

“Cuz we’re sick of yer sour attitude!” said Applejack.

“And the way you hurt people!” Fluttershy meeped as angrily as she could.

“Yeah, party pooper!” Pinkie laughed.

“So there’s only one thing to do,” Rainbow Dash smirked, “TASTE THE RAINBOW, MOTHERBUCKER!”

A blazing flash covered the chamber as a rainbow double-helix rocketed into the sphere, launching it straight into the ceiling. There was a tremendous crash, and the entire cavern roof was blasted open, exposing the night air. The rainboom still carried the sphere higher and higher into the sky, the screaming Nightmare trapped inside. And just when it seemed it would travel all the way to the moon itself, the spell detonated in the upper atmosphere, dispersing the clouds with the shockwave. The night was as bright as midday for ten seconds as the rainbow explosion spread through the sky before it slowly faded. Smoking fragments of the Moonstone were scattered across the sky and disappeared from view. The full moon returned to its normal size and the image of the Mare in the Moon vanished. Traces of faint silver light still hung in the air. A warm night breeze blew down on them from above, dispelling the cold, stale air of before. The night birds and crickets sang proudly in the distance.

Celestia and Luna landed with the other six at the base of the cavern-turned-crater. Twilight ran over and hugged her mentor dearly, the others all giving a victorious cheer. Pinkie Pie had the party cannon all ready to go, but the others insisted it was a tad too soon to celebrate. Luna smiled and looked up at her moon. The dark feeling inside of it had faded. Everything felt right again. There was something a bit peculiar about the silver light still drifting in the air, but that didn’t matter. They had won. Equestria was safe. No one was hurt. Her sister met her gaze with an equally thankful smile.

“Let’s go home,” said Celestia.

****

Rampage continued to twist and wrench at Blackarachnia’s head with his mammoth pincer. She could hear the sound of her own metal straining and cracking, about to give way…

“I wonder,” the crab mused, “If I pry off your head and squeeze your body, will all your insides come streaming out like a tube of toothpaste?”

“You won’t get to find out, creep!” a voice called from the sky. Golden plasma discs flew down from above and rained onto the clustered Predacons, scattering them in the blasts. Tarantulas landed on top of Waspinator, the Alien sphere falling from his grasp to the dirt. Rampage chucked Blackarachnia aside like a rag doll and looked up just in time for the flying Transmetal manta ray to launch another salvo of energy discs into his back.

“Depth Charge: Maximize!” The manta ray transformed into Depth Charge’s robot mode and slammed down onto the raging crab’s back. Rampage bucked wildly, snapping up with his claws, but the Maximal held tight to the crab’s antennae.

“Hold still, X, and this’ll only take a second!” Depth Charge pulled out his beast mode tail as a spear-like weapon and stabbed it down into the flailing Rampage, who howled in rage.

“So, we have another one eager to die, yesss,” Megatron hissed, rising up and taking to the sky, “Megatron: Terrorize!” The dragon burst into a mechanical nightmare and reformed itself into Megatron’s demonic-looking robot mode. He raised his left arm, which consisted entirely of his beast mode’s neck and head in place of a hand, and fired a jet of searing flame into Depth Charge, blasting him off Rampage and into a crater in the hillside. Rampage sprang up into his own robot mode and raised his weapon, a three-barreled gatling rocket launcher.

“So glad you could come, my friend!” Rampage laughed with glee, “Too bad you couldn’t stay!” He fired a stream of missiles into the hillside and Depth Charge was buried under the billowing smoke. The earth shook from the impacts as the massive Predacon cut loose, tearing the hill apart with missile fire. The other Predacons ducked back and even Megatron was forced to remember why the crab needed “special motivation” to keep him loyal. The barrage of rockets ceased and a blanket of smoke covered the hill. Rampage chortled as he marched towards the crater-ridden ridge.

“Don’t tell me you’re already gone? Shame, I was hoping you’d put up more fight this time.” The barrel of a rifle suddenly appeared through the smoke. Rampage’s eyes widened.

“If you insist,” said a wounded Depth Charge as he limped forward, blasting Rampage in the gut. The mammoth Predacon toppled backwards. Not wasting a second, Depth Charge leaped forward and tackled his foe to the ground, the two engaging in a brutal fistfight as they rolled down the hill.

Blackarachnia staggered to her eight feet and leaned against a tree. Her new Transmetal body had the power to regenerate just like Cheetor and Dinobot, but it didn’t always kick in immediately. She really hated that.

“Blackarachnia: Maximize!” Despite a jolt of agonizing pain, she managed to change form and braced herself against the tree. Stomping footsteps clomped up behind her.

“Howdy, Sugar-bot!” came a familiar, annoying voice. She rolled her eyes and spun around with a back kick to Quickstrike’s head. The small Predacon sailed through the air and bounced off another tree.

“Eat slag and die, ‘Sugar-bot,’” she groaned. A gun suddenly went off and she barely ducked in time to dodge a stinger-shaped projectile that blew the tree behind her to splinters.

“Wazzpinator scrap Spider-bot! Dragon-bot reward Wazzpinator!” The loony bug flew wildly about, firing his weapon again and again at the fleeing Blackarachnia and hitting everything except what he was aiming at. Tarantulas ducked behind a boulder as a stray shot flew past.

“Be careful, you idiot! You’re going to hit the--“ The sphere was still lying on the ground when--as if on cue--a stinger from Waspinator’s weapon collided right into it.

“…Oops,” said Waspinator.

It seemed undamaged…and then it began to throb and shake, its ambient shine intensifying every second. Waspinator dove for cover behind a rock and trembled with his hands over his head. The rest of the Predacons all stared at it with dread.

“The artifact!” Tarantulas exclaimed as the very ground beneath them started to rumble and quake. Megatron, still in the air, looked down angrily at the commotion.

“What are you babbling about?!” he roared.

“The Alien device is activating!” Tarantulas shrieked as he grabbed his scanner again, “Something is causing an energy convergence! It’s resonating with another Alien energy wavelength!”

“What?! Where?!”

“I-I don’t know! It’s too far out of range! It…It could be anywhere in the universe!” The air around the sphere rippled and warped in an increasing wave, spreading out and covering all of the Predacons and Maximals present. They immediately realized it was not just an optical effect as their very bodies began to twist and contort with the rolling energy.

“What’s happening?!” Megatron bellowed.

“The other energy signal is collapsing!” Tarantulas cried, “Something on that side must have destroyed it! It’s causing a rift in space to open between them! All the matter in this artifact’s range is being shunted through the rift! We have to get out of here before--AAAAAGGGGHHHHH!!!”

Tarantulas’ ranting devolved into a horrified scream as his arms atomized before his eyes and were pulled right into the sphere. Then his legs. And then the rest of him, yanked into the artifact’s surface and disappearing. Waspinator tried to fly away, but was already being ripped apart and pulled in. Depth Charge and Rampage, still locked in combat, were both disintegrated simultaneously and dragged in. Inferno screamed for Megatron to save him, and was gone with Quickstrike and Dinobot. Megatron aimed his weapon at the sphere and fired, but the plasma bolt was simply sucked inside as well. He continued to shoot it again and again futilely, until he too was dragged howling and cursing into oblivion.

Blackarachnia sat against a quickly disintegrating tree, clutching her injured side. She knew she couldn’t hope to outrun it. The tips of her feet began to dematerialize, and then the rest of her legs. If it was a painful experience, she couldn’t really tell in her present condition. She could only think of what a pathetic, anticlimactic way to die this was, after already coming back once already. She looked up at the full moon and wondered if Silverbolt would ever know what happened to her, or if this Alien piece of slag would just continue to eat up the whole world. She opened her mouth to speak one last quip but was silenced as the rest of her being was ripped apart into atoms and hurled across an infinite expanse of the cosmos.

****

Blackarachnia awoke from stasis lock. She sat up suddenly, but winced from her still-fresh wounds. That stupid regeneration still hadn’t kicked in yet. She tried to make heads or tails of her surroundings but the landscape was totally unfamiliar. It seemed like Earth, but she couldn’t be sure, given Tarantulas’ ravings about being thrown across the universe. It was night, and she was in a forest of some kind. It looked like apple trees. She looked up at a sky full of familiar constellations…but they were in the wrong places. And the moon was not the moon of Earth.

She thought about panicking, but she was too exhausted. She gave an exasperated sigh, and slumped onto her back, looking up through the trees. She felt stasis lock creeping back up on her and she decided not to fight it. Sensors were on the fritz, but there were no Predacon signatures around. Her eyes fluttered and closed. With any luck Megatron and his cronies were launched into a sun or something equally painful. Somehow she knew she couldn’t be that lucky.

She awoke again to sunlight hitting her eyes. She blinked and sat up, this time without pain. She checked herself and saw all her damage had repaired itself in the night. She groaned as she stretched her stiff joints and stood to her feet. She cracked her neck and looked around. The bright sunlight of early morning peeked through a dense apple orchard, giving the place a very serene, calming appearance. Colorful butterflies flitted about and birds sang in the branches of the apple trees, adding to the delightful scenery. Blackarachnia didn’t care about scenery.

Her sensors were still being jammed, oddly. She checked with her personal systems, and discovered the interference was coming from some kind of passive, ambient energy field running through the whole place as far as her scans could reach. It was reminiscent of the Energon radiation that used to give them problems back on Earth, only much more benign. She decided to find some answers to this bizarre place, if there were any to be found. She transformed to beast mode and scurried through the groves in a random direction.

In little time she came upon a small clearing. In the center stood a single, great tree. A small, wooden house had been built around it high off the ground. Still in the shadow of the woods, Blackarachnia peeked around. No one was in sight and there were no life signs on the sensors’ limited scope. She cautiously put one leg out, then another. Stepping out into the open, she walked towards the base of the tree. A thin ramp was placed from the door of the little house to the ground.

“…Huh,” Blackarachnia pondered as she examined the structure, “It looks almost…human. But humanity won’t be around for another few million years. So maybe I’m still on Earth, but was blown into the future? Or maybe…” She suddenly heard a sound behind her. She spun around quickly, calling out “Who’s there?!” Disturbed leaves fell from above her. She looked up in time to see a small shape silhouetted in the sunlight drop a net down onto her.

“What the?!” She flailed and stepped back, her eight legs getting tangled up in the net. She toppled over with a yelp and lay squirming on her side. The little creature dropped from the branches above and stood triumphantly over the fallen spider, beaming a victorious smile. Blackarachnia couldn’t believe what she was seeing.

It was small, only about two feet high, and stood on four stubby, hoofed legs. It had a bright orange coat and a spiky, purple mane and tail. It had little wings. Then two more suddenly appeared, a yellow, wingless one with red hair and a white one with pink and purple hair and a horn on its forehead. They all hopped up and down ecstatically and cheered.

“We did it!” the white one squeaked as it bumped hooves with the yellow one.

“Ah told ya it’d work!” the yellow one replied.

“Yeah, well, you and Sweetie Belle may have come up with the plan,” the orange one laughed boastfully, “but I was the one who dropped the net! Hey…We caught the monster! That means we really are creature catchers!” The three little ponies all beamed joyously, barely able to contain their excitement. They then jumped up and high-fived each other with their hooves, exclaiming “CUTIE MARK CRUSADER CREATURE CATCHERS!!! YAY!!!” The three continued to hop and dance around their trophy, congratulating themselves and cheering. Blackarachnia’s mouth hung open in an expression of utter incomprehension. After a moment, their celebration came to an awkward halt as they looked at each other in realization.

“So…now what?” asked the one called Sweetie Belle. The others shrugged.

“Ah dunno,” the yellow pony replied, “We never really got past the ‘catch the creature’ part of the plan. Any ideas, Scootaloo?”

“I have one,” said Blackarachnia, causing the three foals to jump back with a start, “Blackarachnia: Maximize!” The metal spider burst out of the net, tearing it to shreds, her form changing to a sleek, female humanoid robot. She stood over twice the height of the little ponies and leaned over them sternly with her hands on her hips.

“Now, would any of you little…whatever you are like to explain why you threw a net on my head?” she asked with a scowl. The fillies’ eyes widened in shock and they screamed, diving behind the tree. The arachnid Maximal slapped her forehead and sighed, shaking her head. Walking around the tree, she found the little ponies huddled together in terror. She crossed her arms and leaned against the trunk, looking down at them as non-threateningly as she could manage.

“Okay, look. I’ll forget about the whole net thing if you just tell me what planet this is, and what part of the galaxy. Deal?” The fillies gradually stopped trembling and slowly looked up at her with wide, confused eyes. The orange one called Scootaloo nervously stepped forward.

“Well, uh, I dunno about galaxies or anything like that,” she said, rubbing the back of her neck, “but this is Equestria. Why do you want to know? Are you not from around here?”

“She’s a talkin’, metal, spider-lady thing,” the yellow-furred one said flatly, “Ya see many of those around?” Blackarachnia smirked. Sure, the little tykes were annoyingly cute, but they did have attitude.

“I’d think it was obvious,” the spider replied, “I’m a big, scary alien.” The other two fillies blinked in awe and joined Scootaloo, beaming up at Blackarachnia with giant, bright eyes. The Maximal raised an eyebrow.

“Wow!” said the white one excitedly, “I’ve never seen one of those before! I’m Sweetie Belle! What’s your name?” Blackarachnia’s eye twitched and she took a step back from the uncomfortably adorable critters. They jumped ahead even closer and started running around her legs.

“…Blackarachnia.”

“That’s an awesome name! I’m Scootaloo! Are all aliens transforming, metal bugs?” The spider’s eye twitched again.

“Of course not, we—“

“And Ah’m Apple Bloom! Pleased ta meet ya! So you’re really from another planet? What’s that like?” Blackarachnia shuddered. Even their names were cavity-inducing.

“…That’s right, I’m not from this planet,” she said through gritted teeth as she took another step back, the ponies stepping forward to get closer, “I’m stuck here and I’m trying to find my way home. And I really should get going now. I’m a very busy alien, and…” She backed up again and the fillies followed, still smiling eagerly. She hung her head, sighing “…And you’re not going to leave until I let you help, are you?”

The ponies jumped for joy again, cheering “CUTIE MARK CRUSADER ALIEN HELPERS!!! YAY!!!” Blackarachnia’s ears rang. She winced and rubbed her aching audio receptors. The three fillies skipped around the Maximal and laughed to each other, spouting new plans and ideas for helping the alien and getting something called a “cutie mark.” She sighed and rolled her eyes, immediately regretting her decision.

Chapter 4: Close Encounters of the Predacon Kind Part 1: Raptorminator

PREDATOR’S MOON
A My Little Pony: Friendship is Magic/Transformers: Beast Wars
Crossover
By Atomic Chinchilla

Chapter 4
Close Encounters of the Predacon Kind
Part 1: Raptorminator

The city of Canterlot was alive with activity. Under the direction of Princess Luna, the royal guard worked in tandem with construction ponies and other civilians to clear away the rubble and debris from the ruined streets. The azure alicorn stood on the balcony of a palace tower, giving orders to the last of the waiting pegasus captains. As the pegasi darted off toward their tasks, Luna breathed a heavy sigh and retreated into the tower. The drapes on the windows were drawn closed, and the only illumination came from what little sunlight entered through the balcony door. She walked softly to the edge of a grand, royal bed and sat down, gently pulling the blankets back to reveal the sleeping face of Princess Celestia.

The day princess sweated feverishly in her slumber, her eyes moving rapidly under her eyelids. Her legs twitched intermittently, and every now and again she would mumble some frightened, incoherent words. Luna turned toward a basin of cool water that rested at the foot of the bed and magically drew a damp washcloth, laying it gently across her sister’s forehead.

Celestia’s eyes fluttered open and she stared half-consciously at her sibling. “Lu…Lulu,” she moaned, her voice weak and cracking, “Where is…Twilight? Twi…Twilight and the other…Are they…Everything’s dark. So dark, and they…”

“Shh, shh, you were only dreaming,” Luna hushed, holding her sister gently but firmly, “Rest now, Tia. Twilight Sparkle is fine. I spoke with her only a short while ago. She eagerly awaits your recovery.”

The white alicorn nodded slowly and closed her eyes again. “Thank you, Lulu.”

“For what, dearest sister?”

“For everything. Taking all this responsibility on yourself is no small thing.”

Luna blushed slightly and smiled nervously as she dipped the cloth back into the water and laid it on her sister’s forehead. “I’m not doing that much. The royal guard is doing all the real work, and Shining Armor will soon be returning from his honeymoon, and he--“ she was silenced by a small laugh from Celestia.

“I’ll never understand why you still think so little of yourself, Lulu. You’re just as capable a leader as I am.”

The azure princess looked away with embarrassment. “I don’t…It’s just that dictating policy and maintaining public relations were always your affairs, not mine. I’m perfectly happy to stay in the background nowadays.”

“A little time in the spotlight never hurt anypony, Lulu” Celestia replied, “I’m glad you have this chance. Shouldering the weight of two monarchs for a while will show you how strong you can really be when you have to. I should know…” Her breathing began to slow and deepen as her head tilted to the side, relaxing in a calm smile.

Luna sat at the bedside, looking at her hooves. She didn’t feel strong. Her reputation as Nightmare Moon still had not yet dissipated from the public mindset anywhere but perhaps Ponyville. She still felt she was awkward and aloof in the public eye. She felt she would never be as strong as her sister, elegant and composed even in the face of impending doom. Shouldering the weight of two monarchs wouldn’t make any difference, even if she had to do it for a thousand…

She looked up at her sister’s smiling face in realization, the significance of those words finally getting through. She blinked back a small tear and beamed.

“I won’t let you down, Tia.”

Celestia’s smile widened as she began to drift asleep.

“You never could…”

****

“So, um, what are these Preda-thingies, anyway?” Sweetie Belle asked as she trotted beside her sister on the path toward home. She already knew the answer, but she thought it wasn’t the right moment to bring up Blackarachnia. Rarity could be so flighty when she was worked up.

“Predacons, and I’m not sure myself, dear,” Rarity answered, “But whatever they are, they’re dangerous ruffians and we want to avoid them at all costs.”

The filly turned a glance back down the trail toward the clubhouse, where she left Blackarachnia in hiding. A horrible thought suddenly came to her. What if Blackarachnia was really a Predacon? She didn’t really explain what the other Predacons looked like. She didn’t seem evil and bloodthirsty, but what if she was just a good liar? Sweetie gulped. “…They don’t look like metal spider-ladies, right?”

Rarity blinked. “That was…oddly specific. But no, I don’t know what they look like, Sweetie. Why do you ask?”

“No reason,” the little unicorn replied, trying to look inconspicuous. She shook her head, banishing the thought from her mind. The spider could have hurt them any time she wanted to, especially when the Crusaders were getting on her nerves. No, Blackarachnia was one of the good guys. She was sure of it.

The pair of unicorns reached the tree line and crossed into open country. A sunny meadow spread down the slope and ended just at the edge of Ponyville. The ornate roof of Carousel Boutique was distinctly in view. With home in sight, Rarity breathed a small sigh of relief. Sure, Princess Luna assured them there was no cause for panic, but one could never be too careful. The white filly at her side kept pace until she suddenly stopped and looked back.

“Um…Rarity?” Sweetie Belle asked softly, looking over her shoulder back into the shadowy forest.

“What is it, dear?” the white unicorn replied, stopping, “We’re almost home.”

“Something’s following us. I saw eyes!”

“Hm? Where?” Rarity turned around and peered back up the hill toward the trees. The thick canopy covered most of the sunlight, and the dense bushes left little to be seen. The birds had stopped singing.

“It’s nothing, Sweetie,” she said reassuringly as her sister huddled behind her, “Probably just a bear, or somepony out for a stroll.”

The filly shook her head nervously. “I saw something back there! It could be a Predacon!”

Rarity began to sweat a bit at that suggestion as she scanned the tree line, still seeing nothing. She quickly reminded herself again that there was no need to panic. Turning back confidently, she patted Sweetie Belle’s head and assured her there were no Predacons around. Despite her sister’s protesting, the pair then resumed their trek.

The forest lay quiet and still after the sisters departed, silent but for a low, sharp hissing, like the eager breaths of a metal hunter. A pair of crimson eyes peered out from the dense underbrush, intently following the two equines.

“Terrain unknown,” Dinobot hissed, “Megatron must be located. Best course of action…” His skeletal face grinned with anticipation. “…Maintain covert surveillance. Corner target life forms in a secluded area. Interrogate for information regarding terrain and locale. Terminate the witnesses.”

****

“Knock-knock,” Rainbow Dash called as she tapped her hoof on the library door. The latch clicked and the door swung open to reveal Spike the dragon.

“Hiya, RD!” he said as the cyan pony stepped into the library, “You’re here for the new Daring Do book, right? They just shipped in from Amareica.”

The pegasus chuckled. “Well, I’m actually here to see Twilight…but checking out the newest DD while I’m here wouldn’t hurt.”

The windows were shut, leaving the whole interior dimly lit; there obviously wasn’t going to be much business today after the princess’ announcement. Rainbow Dash looked around the place, noticing a distinct lack of a certain purple unicorn.

“Say, where is Egghead, anyway? She looked pretty down before, so I figured she’d be here.”

Spike looked at the floor and scratched his head as he led Rainbow Dash towards an unopened package on the central table. “She’s here. But she hasn’t been feeling great since she came back from the town meeting. She’s actually been looking a little sick since this morning, now that I think about it. She said something about Princess Celestia, and then sulked off to her room. She hasn’t come down at all, not even to eat. I was getting kinda worried.”

The blue pony looked at the bedroom door across the room, recalling her studious friend’s unusual behavior earlier as her particular Element of Harmony kicked in. “Okay, you just sit tight,” said Rainbow with a determined look, “I’ll snap her out of it.” She trotted to the door and pushed it open, entering Twilight’s room.

The bedroom wasn’t lit much better than outside. Twilight Sparkle sat on the stairs that led up to the beds. She made no indication that she noticed her friend’s arrival and merely stared blankly at the floor. She held a cup of coffee in her hooves that had long since gone cold.

The pegasus raised a concerned eyebrow to see her always active, sometimes manic friend being so lethargic. Beating her wings, she lifted up into the air so that she hovered level with the lavender unicorn.

“Twilight?” she said softly, giving her a gentle nudge, “You okay?”

Twilight jumped with a small start, turning in surprise. “Rainbow Dash? I…I didn’t hear you come in.”

“I noticed,” Rainbow replied frankly, “You were totally spacing out, there.”

Twilight simply nodded and looked down at her coffee. Rainbow scratched the back of her neck.

“So, um…Do you…want to talk about it?”

“Not really,” Twilight sighed, “But thank you for dropping by, anyway. You can have first pick of the new Daring Do shipment.”

“Really? Sweet!” The cyan pony darted for the door before screeching to a mid-air halt in realization. She turned to look at Twilight, an eyebrow cocked. “Nice try, but you’re not getting rid of me that easily.” She flew back up and sat down on the stairs beside the morose unicorn, patting her shoulder.

“Now tell me what’s wrong.”

****

As soon as Rarity and Sweetie Belle were inside, Rarity closed the door and locked it for good measure. She drew the curtains shut on the store windows and flipped the sign from “open” to “closed.” They hadn’t run into a single pony on the way home, so she assumed there wouldn’t be any customers today.

“All right,” she said, turning to her waiting sister, “We have the whole day to ourselves now. What would you like to do? Read a book? Play a game?”

“Anything as long as it’s not ‘Have-Sweetie-Belle-Model-New-Dress-Designs’,” the younger unicorn answered with a frown.

“I thought you liked that game,” Rarity pouted, “Alright, what do you want to play, then?”

“Battleship!” Sweetie declared.

“Again?” Rarity moaned, heading for the staircase, “But you always beat me.”

“Exactly!”

The unicorn trudged upstairs and entered Sweetie Belle’s messy room. She made a mental note to have the filly clean this pigsty as she tiptoed over the clutter. Magically opening the closet, she levitated the game box from its shelf and turned to the door when a flash of sudden movement from the window caught her eye. She trotted over to the windowsill and gazed outside. Something was perched just on the other side of the adjacent roof across the street. It was huddled down, and all she could make out was that it was bone white and glinted like metal. For a moment she thought she could make out a pair of red eyes, but it ducked down out of sight. A million unpleasant thoughts raced through Rarity’s mind.

“I’ve been listening to too many of Sweetie Belle’s stories,” she said nervously as she shook her head, “You’re letting your imagination run off with you, Rarity. Metal spider-ladies, indeed!” She turned quickly from the window and trotted briskly downstairs to the living room where her sister sat readily on the couch.

“What took you so long?” Sweetie Belle asked before noticing her sister’s expression, “You okay? You’re sweating.”

“It’s nothing, dear,” Rarity replied, more to reassure herself than her sister, “I merely thought I saw something outside a moment ago, like you did back in the woods. See what a tricky thing one’s imagination can b--“

There was a loud shattering of glass and a heavy crash on the floor upstairs. Both ponies jumped up and stared in shock at the ceiling.

“Wh-Wh-What’s that?!” Sweetie Belle cried, running to her sister’s side in fear.

“Shh, dear, I don’t know,” Rarity said shakily, “I-I’m sure it was just an accident. Some foals were just playing baseball too rough, or some--“

The sisters jumped again as heavy footsteps thumped across the floor above them, heading for the stairs.

“Th-That’s not a baseball!” Sweetie Belle whimpered barely above a whisper, clinging to her sibling as she trembled, “You…You don’t think it’s a…”

The footsteps reached the staircase and began to slowly descend, knocking loudly on each step. They would reach the bottom in a few seconds, and then whatever was making them would be right outside the living room. The filly looked up at her sister pleadingly.

“What do we do, Rarity?” she whispered, “What do we do, what do we do??”

The unicorn gulped down her dread and pulled Sweetie close, levitating the house key from her saddlebag and giving it to the filly. “…Run. Run to the door and don’t stop, no matter what happens. As soon as you’re outside you call for help as loud as you can, do you understand me?”

Sweetie Belle gripped tighter, blinking back fearful tears. “But-But what about you??”

It was halfway down the stairs.

“I’ll hold it off until you’re free.”

“No!” Sweetie cried out, louder than she intended, as she shook her head frantically, “No, you’re not a fighter like Applejack or Rainbow Dash! I can’t just--“

She was interrupted as Rarity pushed her back and held her firmly, looking into her eyes with just as much fear. “Do you understand, Sweetie Belle?”

It was two thirds of the way down the stairs.

Sweetie Belle nodded, trying her hardest to hold back a sob. Rarity forced a smile as she kissed her sister on the forehead.

“Now run!”

The ponies bolted out of the living room as fast as they could, their hearts pounding like drums. Rarity slid to a halt halfway to the door while her sister continued and spun around towards the staircase, ready for whatever beast lay in waiting. She glimpsed the end of a white, bladed tail as a shadow passed over and behind her. Her heart racing, she jerked around back toward her sister just as the thing crashed against the door and hung on it like a lizard, blocking any exit.

Sweetie Belle’s legs gave out from under her and she skidded to a stop just under the monstrous creature. It had the color and appearance of a metal, reptilian skeleton, with ruby-colored metal plating on its head and hips. Its hands, feet, and tail were tipped in cruel, scythe-shaped blades. It leered down at the terrified filly with gleaming, blood red eyes. It opened its mouth and blasted a screeching, metallic roar that shook the ponies to their core.

Sweetie Belle screamed, her cry drowned out by the monster’s shrill bellow, and scrambled across the floor on her panicking limbs to get back to her sister. Rarity dashed towards her, but the creature’s sickle-tail lashed out like a whip and split the floor between them, halting them both. The tail pulled back and hit Sweetie Belle with the flat edge, dragging her back to the door and pinning her against it underneath the beast. She squirmed and struggled against the tail but couldn’t budge, crying out in fear-induced babble.

“Let her go!” Rarity screamed, pounding her hoof as her horn sparked with blue light, “Let her go right now!”

The skeleton tilted its head and grinned. “I have questions,” it hissed, “If you answer to my satisfaction then I will release the child.”

Rarity glared at the beast, her horn’s light glowing brighter. She nodded slowly. “I will answer your questions if you also answer mine. Deal?”

The metal lizard tilted its head and chuckled, as if it were amused by both her defiance and transparent stalling ploy. “What is this place called?” the monster asked.

“Carousel Boutique, my home,” the unicorn answered flatly, “My turn. What are you?”

“I do not care about this building,” the skeleton snorted, “I meant what world is this?”

Rarity stood her ground, subtly looking toward the store mannequins on her left. “You didn’t answer my question first. Who or what are you?”

The lizard scoffed, finding the game not so amusing anymore. “I am a Predacon called Dinobot, not that the name would mean anything to lesser beings like you.” Both Rarity and Sweetie Belle’s eyes widened in shock, which the monster did find amusing. “Now, before I lose my patience. Tell me everything you know about this location. And not the name of this hovel.”

Rarity scowled at the brute as her horn flickered slightly. “You’re in the town of Ponyville, in the province of Everfree, in the land of Equestria. It covers everything there is to see except the Griffon country and Changeling lands. My turn.” A soft blue light silently enveloped the nearest mannequin, just beyond the creature called Dinobot’s peripheral vision. “Were you one of the seven Predacons who attacked Canterlot this morning?”

“You know of that?” Dinobot replied with a touch of surprise, “If you are referring to that pathetic excuse for a city filled with weak, worthless warriors, then yes, I did take a fulfilling role in its destruction.”

Rarity fought with all her might to keep herself steady, her teeth clenched and her knees shaking. Her eyes were locked on the Predacon as her magic slowly lifted the mannequin off the floor.

“My final question,” the monster continued, “If you know of Predacons then it is possible that you know where the others are. I last saw my leader flying westward before I lost consciousness. What is the terrain like west from here and what obstacles might I encounter there?”

“What you really want to know is where this leader of yours is, right?” Rarity asked, pouring her strength into the floating model.

“Affirmative. Where is Megatron?”

Rarity smirked, lowering her horn to point at Dinobot’s face. “…Hopefully he’s in Tartarus where he belongs!” The mannequin flew like a pony-shaped bullet and slammed into the Predacon’s side. He flew off the door, his claws pulling it clean off the hinges, and crashed into the far wall in a heap. Sweetie Belle was sent spinning through the air until Rarity caught her in a magic field. She placed the terrified filly in the doorway and magically pushed her outside.

“Sweetie, run now!!” she shouted as she levitated the fallen door, the other store mannequins, anything heavy she could think of, and launched them as impromptu missiles into the metal beast.

The filly stopped for a single second to look back at her fighting sister, then she ran as fast as her terror-stricken legs could manage, crying and sobbing pleas for help into the street.

****

The crab tilted his head and sneered. “I’ll be right with you, friend. As you can see, I was just sitting down to dinner…” He let out an exaggerated moan of delight as he petted the petrified Bon Bon held firmly in his lap.

Depth Charge drew his rifle and took aim at the behemoth Predacon sitting in Lyra Heartstrings’ living room.

“Let her go! Let her go now!” The teal unicorn made a dash toward the monster, but Depth Charge grabbed her tail and pulled her back.

“Wait!” he commanded, holding the struggling pony behind him, “Wait, blast it! You don’t know what this animal’s capable of!”

“That’s quite true,” Rampage laughed, “Why don’t you inform your little friend?”

Lyra looked up at Depth Charge in confusion. “You know this guy?”

The Maximal glared at the Predacon, his metal fist trembling. “…I know him. He’s a freak. A Predacon. A monster. He killed a…a lot of people.”

“Don’t sugarcoat it, now!” Rampage cackled, rolling back and slapping his knee, “Tell her all about Colony Omicron! All about Starbase Rugby! Tell her about all those squishy, delicious little human friends of yours.” He curled his fingers around Bon Bon’s head and forcefully rolled it from side to side. The cream-colored pony sobbed and trembled, paralyzed in the giant’s grip.

Lyra pushed against Depth Charge’s arm, fighting to break past the Maximal. “Let me through! He’s gonna kill her!”

“He’ll kill you if you just charge him!” said Depth Charge, his other hand ready on his gun.

“She’s right, you know, my old friend. I am going to kill her,” the crab interjected, “If your olfactory sensors aren’t working, I’ve been preparing a nice fava bean stew. Should be just about ready.”

“Shut up, creep!” the Maximal shouted, pointing his weapon at the giggling beast. Rampage responded by lifting Bon Bon into the air in front of his chest like a tiny shield.

“How’s your aim, hero?”

Depth Charge growled and lowered his rifle slightly. “You’re a fragging coward, X.”

“No, I’m just smarter than you. Let’s face it, playmate, our games are never going to end until you realize that you’re just a sad, failed rent-a-cop with delusions of worth.”

Silence fell on the room. Rampage raised an eager brow, shaking his equine shield back and forth provokingly. Depth Charge’s finger trembled on his weapon’s trigger. The Maximal’s eyes were narrow slits, shining a livid red. Bon Bon looked at Lyra pleadingly, her tears choked silent with the Predacon’s hand around her throat.

And then, softly, a low melody began to float on the air. Serene and soothing, the graceful notes danced from Lyra’s open mouth and shimmering horn and glided into Rampage’s audio receptors. The Predacon tilted his head, puzzled by this new display.

“What’s this,” he said, blinking slowly, “some music for my meal? How…” he yawned loudly, “…How thoughtful of…you…” As the angelic music filled the room, Rampage’s head began to slump forward, his eyes slowly closing.

Depth Charge looked back and forth between the dozing crab and the singing unicorn. “What are you…”

She lifted a hoof to silence him as her song continued, motioning toward Bon Bon with her head. The manta nodded and lifted his rifle, tiptoeing over to the crab on the couch. Delicately, he placed his free hand around Rampage’s knuckles and slowly pried his slackened fingers from around Bon Bon’s neck. The earth pony slid free and landed on the carpet with a soft thump. She crawled away from the slumbering, metal behemoth in a frightened frenzy and threw her front legs around the singing Lyra in a terrified hug. The unicorn smiled at her and nuzzled her cheek, then turned back to Depth Charge with a wink. The Maximal raised a thumbs-up and then motioned for the two to run. Nodding, Lyra and Bon Bon slowly backed up toward the door, stepping as quietly as they could manage.

As the distance between them increased, the potency of Lyra’s enchanted melody began to wane in the ears of the Predacon. He snored abruptly as his eyes began to flutter. He mumbled something unintelligible as he looked up slowly. His optic sensors cleared just in time to see the barrel of Depth Charge’s gun pointed right in his face.

“Smarter than me, huh?” the Maximal said mockingly. Before Rampage could even twitch the shell went off with a crack, exploding point-blank in the Predacon’s face. Rampage howled in surprised agony as he doubled over backwards from the impact, toppling over the couch and sprawling on the floor. He growled in fury as he put his hands over his smoking face, writhing like a worm.

The seething Predacon staggered up to his feet, his regenerating face stitching back together in a twisted expression of demonic rage. Depth Charge picked up the sofa and hefted it like a sword. Looking over his shoulder, he noticed Lyra Heartstrings and Bon Bon still standing in the doorway. He winked with a smirk.

“You two better clear the area. X and I play rough.”

“Thank you, Depth Charge. Now let him have it!” said Lyra, holding Bon Bon close as they turned to leave, “And try to leave the house in one piece, okay?”

Rampage roared in animal wrath as he lunged at his Maximal foe, clawed hands reaching for his throat. Depth Charge swung the sofa and batted the Predacon across the room and through the next wall.

“No promises.”

****

The metal dinosaur stomped through the living room of Carousel Boutique, snorting and snarling obscenities as he kicked over the coffee table and slashed the sofa in half with a flick of his sickle tail.

“Where are you hiding, wretch?” Dinobot hissed, leaping into the kitchen and smashing the table to splinters, “Come out! I will find you! Reveal yourself, coward, and I will grant you an undeserved warrior’s death!” No answer came from the seemingly empty building. With a snarl, the Predacon turned and stomped back into the store lobby littered with torn dresses, broken mannequins, a fractured door, and other improvised weapons that irritating little equine had used to blindside him. He turned his snout to the ground and inhaled sharply.

His eyes narrowed as he turned around toward the staircase and slowly ascended up the steps. “I know you are still here,” he said with a raspy chuckle, “I can smell you, little fleshling. I can smell your fear.”

The Transmetal raptor reached the second floor and sniffed again. A low growl passed through his teeth as he stalked across the hallway toward the first door, conveniently labeled as Sweetie Belle’s room. With a swift kick, the door was sliced to wooden ribbons under his claws.

Stepping into the bedroom, Dinobot made note of the surroundings. There was sickening pink everywhere, on the garish carpet, on the tawdry bed, on the excessive curtains. Toys and other useless children’s things lay scattered about the floor. A very large, ornate wardrobe stood against the far wall facing him. Its doors were ever so slightly ajar. The Predacon grinned with a sneer and released a rumbling, metallic roar as he charged. He sprang into the air, his scythe-like claws aimed forward and ready to eviscerate the small creature he knew was inside.

But just as he reached the chest, it suddenly burst into blue light. The doors swung open wide and the wardrobe enveloped the raptor like a hungry mouth, the doors slamming shut behind him. The wooden cage shook and rumbled violently as its prisoner thrashed and struggled in the cramped space inside it.

Rarity leaped up from behind Sweetie Belle’s bed and held her shining horn aloft triumphantly. “Ah-ha!” she cheered, “Not so high and mighty now, eh, Predacon ruffian?” The chest rocked forward as a curved, metal talon stabbed through the side, accompanied by a piercing roar.

“Oh, hush,” the unicorn continued, her horn glowing brighter as the wardrobe levitated off the floor and floated overhead, “I am trying to teach you an important lesson in etiquette, Mr. Dinobot. And that lesson is: You do not attack Canterlot,” the chest crashed against the wall, “you do not assault our princess,” it pulled back and slammed into the opposite wall, “and most importantly, you do not threaten my little sister and get away with it!”

The wardrobe shot forward like a bullet and flew out the door, down the stairs, and smashed like a cannonball into the mannequin pile in the lobby. The Predacon lay in a dazed heap amidst shards of plastic and wood. Shaking himself, he scrambled back to his feet with a furious, hissing shriek.

Rarity ran out from Sweetie Belle’s bedroom, spitting her tongue out at Dinobot from the top of the stairs before she darted down the hallway and disappeared from the monster’s view. She galloped swiftly towards her workroom to plan her next attack.

****

Twilight Sparkle and Rainbow Dash sat together on the unicorn’s bed. Twilight leaned against the bedpost as she gazed somberly at the drawn curtains on the window while her blue-colored friend sat opposite her, tapping her hoof with mild irritation.

“Well?” Rainbow asked at length.

Twilight turned back to the pegasus with her mouth hanging slightly open, trying to find the right words. “…It’s just,” the unicorn finally began, “I’m not sure I can describe how I’m feeling in a way you’ll understand.”

“Try me,” Rainbow answered, her head cocked like she was accepting a challenge. Twilight sighed heavily.

“Okay, imagine…imagine Daring Do is on one of her adventures around the world.”

The cyan pony’s eyes lit up a little, a smile creeping across her face. “No problem. Go on.”

“And Daring Do comes across this exotic, beautiful city full of wonderful, friendly ponies. But the city is under attack. It’s being invaded.”

Rainbow Dash tilted her head and raised an eyebrow. “…This wouldn’t have anything to do with Canter--“

“I’m getting to that, hold on,” Twilight interrupted, holding up a hoof, “So Daring Do sees this horror. Fires spreading, ponies fleeing. What would she do?”

“Is that a trick question? She’d buck the hay outta the bad guys and send ‘em running home with their tails between their legs!”

“Because Daring Do is the hero, right?” Twilight asked, her tone subtly falling lower.

“Of course!” Rainbow replied with a confident nod, “She always saves the day and won’t let anything stop her!”

“But…” Twilight continued, “What if she doesn’t just beat the bad guys? What if she has them at her mercy…and tries to kill them?”

The pegasus was taken aback, her eyes widening at her friend’s words. “What? No. That’s not her style. No, she wouldn’t do--“

“She’s so overcome with rage that she refuses to let the villains escape with their lives. She starts hurting them. Torturing them while they’re helpless and can’t run away. And she’s happy about it.”

“She wouldn’t do that, Twilight,” said Rainbow Dash angrily, “Now, what does any of this--“

“She’s enjoying it, Rainbow Dash!” Twilight yelled, tears beginning to fall from her eyes as she grabbed the cyan pony by the shoulders, “Don’t you get it?! Your hero! The pony you’ve loved and looked up to practically your whole life! The one who taught you the value of life and mercy and-and compassion and--“

“Twilight, get a hold of yourself!”

The purple unicorn started to shake, sweat and tears caking the fur on her face. “The pony you’ve idolized and held up on a pedestal of perfection and she tries to murder them! And you can’t do anything to help her…to stop her! You can only learn about it after it happens! Do you have any idea how this is tearing me up inside?!”

“Stop it!” Rainbow yelled forcefully as she brushed the frantic unicorn’s hooves away. She gripped Twilight’s shoulders and gave her a stern shake to snap her out of it. “Get a grip, Egghead! Calm down, you’re freaking out!”

Twilight sniffled angrily, glaring into Rainbow’s eyes. “Why am I even trying to explain this to you?” she said bitterly, “You’ve never been close to anypony. You’ve never had any kind of meaningful relationship in your life. You’re all about living fast and free, with nothing slow and dull like love to tie you down, right? You couldn’t possibly understand the connection Princess Celestia and I have. I’m done talking. Just leave.”

Rainbow Dash winced. It felt like Twilight had just shot her with an arrow. Her jaw hung open, her eyes wide in confused, furious disbelief. She stuttered, unable to say anything at all. Her hooves falling from the unicorn’s shoulders, she quickly blinked back a tear and turned away. She beat her wings and flew down to the ground floor, her back to the lavender pony above her. She contorted her face, refusing to let herself cry in front of Twilight.

Marching angrily to the door, she raised her hoof to strike it open. She paused, a million thoughts racing through her head. The image of the Elements of Harmony beat in her heart like a steady drum. She slowly lowered her hoof and turned around. Twilight Sparkle looked down at her from the upper level, her tear-filled eyes bloodshot and deadened. Wiping her own eyes, Rainbow Dash walked a step toward the stairs. She sighed.

“I know you’re taking all this Canterlot stuff real badly,” she said as she ascended the steps with a determined look, “and I’m sorry you’re so broke up about it. But I do have love for my friends. And you, my friend, are in serious need of some tough love.” She reached the upper level and sat down next to the scowling Twilight. “You know what the word for that is? Loyalty.”

Twilight turned away, staring sullenly at the floor. “Please, just leave me alone.”

“Nothing doing, pal,” said Rainbow, falling back on the bed and looking up at the ceiling, her forelegs behind her head, “We are gonna sit and talk this out until you stop being such a mule. I’m supposed to be the thick-headed one, remember?”

Twilight let out an exasperated sigh and fell back, lying next to Rainbow Dash. “If it hasn’t been clear, I’m having a pretty lousy day,” the unicorn whimpered gloomily.

“I know you are,” Rainbow stated plainly, “and that’s why I’m here.” She sat up and looked about the dim room. “Spending all day in the dark isn’t doing anypony any good.” She hopped down and walked over to the curtains, yanking them back and letting the warm light of midday pour into the room. The pegasus nodded approvingly. “There, isn’t that better?”

Twilight remained on the bed, spacing out as she looked over the room. As the sunlight entered the room, she blinked in surprise as something shiny suddenly reflected light into her eyes. “What’s that?” she asked, pointing a hoof at the floor next to Spike’s bed.

Rainbow Dash turned around and followed her friend’s pointing. She raised an eyebrow as she flapped over to the little basket. “I have no idea.”

The cyan pony pushed the basket aside as Twilight looked on across the room. A chunk of pale metal or polished stone about the size of a baseball was sitting in the corner behind the spot where Spike usually slept. She tapped it with her hoof cautiously. Its touch was colder than ice and gave her foreleg a sickly pins-and-needles feeling. Just being close to the thing started to make her feel slightly nauseous. Her eyebrows furrowed with resolve as she pinched it between her hooves and picked it up. She presented it to Twilight who took it with her magic.

“Wonder how long that’s been there?” Rainbow said, flapping down and sitting next to the lavender unicorn, “Weird little thing, whatever it is.”

Twilight observed the stone, nudging its cracked and broken surface with her hoof. It looked oddly familiar, and just being near the thing made her feel sick and even more depressed. She flipped it over, revealing a smooth, undamaged side of pale white stone, inlaid with ornate gold markings in an unreadable language.

“I don’t believe it!” she gasped, backing away suddenly, “It-It’s the Moonstone!”

“What?!” Rainbow blurted, “No way! We blew it to dust!”

”A…A fragment of it must have survived the Rainboom,” Twilight replied nervously.

“And what, it flew all across Equestria and just happened to land in your library?”

Twilight shook her head “I don’t think so.” She turned to the door and looked downstairs. “Spike!” she called out. “Would you come up here, please?”

A few moments later the ponies heard the distinctive sound of a baby dragon’s claws scuffing the stairs and Spike appeared in the doorway, sipping some sarsaparilla. “What’s up, Twilight? Feeling any better?”

Twilight didn’t answer the baby dragon, instead lifting the moonstone out in front of her. “Spike, do you recognize this?”

The baby dragon blinked. “Sure Twilight. That’s the stone I found this morning.”

Twilight stared at him. “You found this?”

Spike nodded. “Yeah. You were zonked out and I wanted to make you a special breakfast. So I went out this morning to pick up some eggs when I found it just lying around in the street. Looked like a new kind of gem I’d never seen before. I was going to give it a try, but when I tried to take a bite I suddenly lost my appetite, so I saved it behind my bed for later.” He shuddered. “’Course, now that you bring it up, looking at it is giving me the heebie jeebies...”

Twilight nodded, looking at the stone intently before turning to her two friends. “We should get rid of this. Keeping it around can’t possibly be safe.”

“No argument there,” Dash said, “Just being in the same room with it makes me feel funky.”

“Yes, it’s making me feel…” The unicorn stopped, her eyes widening with understanding. She kicked the Moonstone fragment off the bed, crying “I’m…Oh, Rainbow Dash, I’m so, so sorry!” She turned to her friend as she sniffled back a sob, “I was sleeping with this thing not five feet away and sitting next to it feeling miserable all day!”

“Kinda makes sense now, don’t it?” Rainbow chuckled, patting Twilight’s shoulder.

“B-But that’s no excuse to lash out at you like that! I said horrible things to you. I’m so sorry! I know I can’t take back what I said--“

“Don’t worry about it,” the pegasus said with a reassuring smile.

“Can you ever forgive--“

“Hey,” Rainbow Dash interrupted softly, putting a hoof over Twilight’s mouth, “I said don’t worry about it. Forgiven, forgotten.”

Twilight threw her hooves around her blue friend, tears falling down her cheeks. Rainbow returned the embrace. Spike joined in the hug not a second later.

“Thank you for coming by,” said Twilight Sparkle, “Thank you for staying. I don’t know what would have happened if you left.”

“Anytime, Egghead,” Rainbow Dash laughed through a tear of her own, “Anytime.”

****

“Help!” Sweetie Belle cried as she ran through the emptied streets of Ponyville, “Help me, somepony! Please! Anypony!” Her small voice fell flat against the vacant road. The filly stopped, her knees shaking as the adrenaline rush began to fade. All the doors and windows around were closed and locked, and no one could be seen down the entire block. Sweetie sobbed and sniffled as she stumbled around in circles, crying out weakly. She suddenly heard the sound of a door unlocking behind her. Her heart rising, she ran over to the nearest shop and fell at the doorstep, panting for breath. The door creaked open as a stallion’s face peered out at her.

“What’s wrong, little filly?” the stallion asked.

“Please!” Sweetie wheezed, “My sister’s in trouble! You have to help her!”

“Oh? What kind of trouble?”

“There’s a Predacon in our house! He’s attacking--“

“P-P-Predacon?!” the stallion squealed, “Uh-Uh, sorry, we’re closed!” He jumped back behind the door and slammed it shut, locking it tight.

Sweetie Belle kicked the door angrily. “Oh, come on! You flank-head!” She ran back into the street and continued calling for help as loud as her little lungs could manage. The last of her strength finally giving out, she collapsed in a panting heap.

“Ple…Please…” she whimpered, “Somepony…help…”

“Okay, calm down,” said a familiar voice as a shadow fell over the exhausted filly, “Let’s go get this Predacon.”

Sweetie Belled turned her head and looked up at the figure silhouetted against the sun. As her eyes adjusted she slowly recognized the figure’s face. Her eyes lit up with a beaming smile.

****

Rarity stood in the doorway of her workroom, her horn shining fiercely. She lobbed mannequin after mannequin as enchanted missiles at the approaching Dinobot. The Transmetal skeleton ducked and jumped over each attack, snarling viciously as he advanced down the hallway. Seizing three models at once, the unicorn fired them together like a barrier of plaster ponies. The raptor leapt into the air, slashing the mannequins to pieces with a flick of his tail, and landed on the wall. He continued to advance, running along the wall horizontally. Rarity frantically looked around for another weapon, having exhausted the workroom’s arsenal of improvised ballistics. Another moment and the monster would be upon her. She could almost see her reflection on the dinosaur’s metal face. The Predacon sprang, lunging his legs forward, their huge, curved talons reaching eagerly for equine flesh.

An idea suddenly lit up in her mind. She stood up on her hind legs and swooned as loudly as possible. “Oh, but if this isn’t the! Worst! Possible! Thing!”

On cue, Rarity’s swooning couch came roaring in from out of nowhere. The unicorn twirled out of its path with a ballerina’s grace, allowing the couch to continue zooming past her. Dinobot collided into the speeding furniture with a loud thud, the sofa carrying the shocked Predacon back down the hallway like a speeding train. The raptor howled with rage as the couch crashed Dinobot-first into the far wall on the other end of the hallway with enough impact to shake the boutique.

“Have you had enough, you brute?” Rarity asked as the dust settled, panting for breath after expending so much magical energy. A livid roar of metallic fury answered her as Dinobot stomped to his feet, shredding the swooning couch to pieces.

“I have had enough of your insipid games, you wretched cow!” the Predacon hissed as he marched forward, his claws tearing up the floorboards with each step, “Dinobot: Terrorize!”

Rarity was stunned silent before she could quip about the “cow” comment. Dinobot’s guttural roar rumbled through the house as he lunged forward. His skeletal body twisted, rearranged, and shifted like a nightmarish Rubik’s Cube. He stood much taller than before, the sickle claws on his feet were now cruel-looking hands, and he glared at the unicorn with a completely different and even more hideous face.

His left eye suddenly flared with energy and fired a lance of plasma down the hall. Rarity screamed in surprise, ducking down in the nick of time. The energy bolt shot over her head close enough to singe part of her mane and exploded into the back wall of the workroom. Rarity couldn’t even blink before another blast came flying at her. The unicorn rolled to her right as the beam punched a hole clean through the floor where she just sat. The force of the blast blew her off the floor and sent her skidding hard across the room.

She frantically tried to think of any fighting spells to help, but she knew none. She then recalled with frustration how Twilight had tried to teach her the basics of combat magic not long after the Changeling invasion. She had politely declined, believing her magical talents were too graceful and refined to waste on learning to fight like schoolyard foals.

“Why do you always have to be so prissy, Rarity?” Rarity asked herself, straining to stand back up.

“Well, how was I supposed to know I was going to be attacked by a Predacon so soon after, Rarity?” she answered herself, turning back towards the workroom door. Dinobot stooped down to enter, the doorframe too small for him. He snickered with violent delight as he confidently stalked toward the unicorn.

“Nowhere to run now,” he hissed, “Nowhere to hide.”

“I don’t suppose you’d be courteous enough to call it a draw and go our separate ways?” Rarity laughed nervously as she backed up, her tail brushing against the wall.

“Target cornered,” Dinobot stated, his left eye beginning to shine again, “Interrogation failed. Begin termination.” Rarity trembled and whimpered, but she kept her face stern and defiant. Dinobot smiled, almost as if some small, long-buried part of him respected this pony’s bravery. But the smile faded as his eye charged to full power, set to burn the unicorn into ashes.

“Terminate this, piston head!”

Blackarachnia burst in through the window and shot a mid-air kick into Dinobot’s face. The Predacon flew across the workroom and slammed against the opposite wall. The arachnid Maximal landed in a ready pose, her eyes and weapons locked on her skeletal foe. A dizzy Sweetie Belle appeared over her shoulder.

“Woo-hoo!” the filly cheered, sliding down to the floor, “That was awesome! Let’s do it again!”

Rarity stared dumbfounded, unsure of what to say or even think.

“You!” Dinobot growled as he rose to his feet, rubbing his jaw.

“Miss me, gruesome?”

“I did not anticipate any Maximals following us through,” he hissed as he raised his claws, “This will make my hunt much more enjoyable.”

“I’m ready to dance any time you are,” the Maximal sneered, her spider-leg guns turning on the Predacon.

The two robots faced each other in a silent standoff, each waiting for the slightest twitch from the other. Sweetie Belle ran back over to her sister, who was still staring blankly.

After several seconds of stare-down, Diobot roared and leaped into the air over Blackarachnia’s retaliatory machinegun fire. Landing to the side, he swept low with his tail and knocked her feet out from under her. As soon as she hit the ground, the Predacon pounced down on top of her and pinned her to the floor. He raised his claws overhead to strike down just as she raised her wrist blades to strike up when suddenly--

“Din…ot, do you re…me?”

Everyone paused and stared at Dinobot’s wrist, where the communication was coming from.

“Dinob……his is Megatro……nswer me at once!”

The Predacon jumped back and stood at the far end of the workroom, keeping a cautious eye on the others as he raised his radio to his mouth.

“This is Dinobot responding, Megatron.”

“Ah, good!…u’re online, yesss. I am…oadcasting my coor…ates on a Pred…n channel. I have foun…...mporary solution to our communication problem. All……con units are to regroup at my position immediately.”

“So prune-face is here too, huh?” Blackarachnia snarked.

“Understood, Megatron. Coordinates received. Dinobot out,” the Predacon said as he twisted and contorted back into his first dinosaur form, “You have a momentary reprieve, Maximal. Spend it wisely.” He charged forward at Blackarachnia and the ponies and jumped over their heads, leaping out the broken window and vanishing from view.

“Slag,” the Maximal cursed, “The way Megs worded it, it sounds like the rest of the gang’s here, too. And I suppose it’s too much to hope that Depth Charge made it in. That would imply I actually can have good luck.” She turned to the two sister unicorns staring up at her with her hands on her hips.

“You’re so cool, Blackarachnia!” Sweetie Belle declared, hopping up and down.

“I try,” the Maximal replied with a smirk as she knelt down on one knee to better talk with the diminutive ponies, “So you’re Sweetie Belle’s sister, huh? She’s a brave kid, if more than a little annoying.”

Rarity blinked, her brain finally able to function again. She turned to her little sister. “Sweetie Belle…Do you know this…person?”

“Yep! That’s Blackarachnia! She’s our friend!”

“…Are you aware she looks just like that Dinobot thing that just tried to kill us?”

“Oh, Blackarachnia explained that to me before. He’s a Predacon and she’s a Maximal. They’re like ponies and donkeys, kind of the same but not. They come from another planet and the Maximals are the good ones! Like ponies! I mean, donkeys aren’t bad, but…Okay, maybe that wasn’t such a good comparison.”

“Sweetie.”

“Yes, Rarity?”

“We are going to have a long talk about you picking up strays when this is over.”

****

Lyra Heartstrings half-ran half-dragged Bon Bon as the two ponies rushed down the sandy hill away from their house. Roars, explosions, and the clamor of battle rumbled behind them, shaking the small cottage to its foundations. The front wall blew apart into splinters as Depth Charge sailed over the fleeing equines and impacted into the dirt just ahead of them. The ponies skidded to a halt at the edge of the sandy crater. Depth Charge climbed up out of the hole and shook himself off, raining sand onto the ponies under him.

“Thought I told you to run,” the Maximal groaned, pouring sand out of his gun barrel.

“We are running!” Bon Bon cried.

“Then run faster.”

Depth Charge stormed back up the slope, firing shot after shot at the ponies’ home. Rampage came leaping out through the roof high into the air, launching a hail of missiles down below. The Maximal pulled his fins around him as a makeshift shield for cover, vanishing in the explosions. Lyra struggled to lead the screaming Bon Bon toward the water as the earth around them erupted in the blasts. The shockwave of a dangerously close impact knocked both ponies off their hooves and sent them tumbling through the dirt.

Rampage landed on his feet and hefted his gargantuan rocket launcher, cackling with glee. He blasted another missile into Depth Charge, sending the Maximal flying back into a sand dune.

Bon Bon slowly struggled to her knees and shook her head. Her ears were ringing and her vision was blurred, and all she could make out were a huge red shape and a huge blue shape fighting up the hill. There was no sign of--

“Lyra!” the earth pony cried, spotting the teal unicorn half-buried in the sand upside-down. She crawled over and grabbed hold of Lyra’s leg, pulling with all her might. The unicorn finally popped up out of the dirt, coughing and spitting sand.

“Bonny!” Lyra exclaimed as she pulled Bon Bon into a hug, “Are you okay? You’re not hurt?”

“I-I’m not hurt,” she replied weakly, “I’m not exactly okay, but…Oh, Lyra, what are those things?!”

“From what Mr. Frowny Fins told me, the crab guy’s called a ‘Predacon.’ A really nasty one, in particular.”

“I gathered that much,” Bon Bon replied with a scowl.

“Oh. Right. Anyway, Big Blue over there is Depth Charge, a good guy. He’s gonna kick that crab’s flank and then we can all--“

Depth Charge hit the ground hard right next to them, showering them in more sand.

“Didn’t I tell you to fragging run?!”

The Predacon landed on top of Depth Charge’s chest, now in the form of an elephantine, metal crab. His enormous pincers clamped down on the Maximal’s shoulders and began to squeeze, the sound of straining metal screeching into the air.

“What happened to all that bravado you used to have, friend?” Rampage mocked, “You’re doing a poor job of avenging Colony Omicron!”

Depth Charge growled in restrained agony, reaching for his fallen rifle. The weapon lay just beyond his reach, and the constricting crustacean wouldn’t let his arm move any further.

“Bon Bon!” Lyra shouted, turning to the fear-stricken earth pony, “We gotta help him! It’s time for our Super Combo Attack!”

Bon Bon blinked. “Our what?”

“You know, the Super Combo Attack! I told you about this!”

“…Our what?”

“Oh, for the love of…” Lyra moaned, slapping her forehead, “Just jump on my back!”

The crab continued to crush the servos in Depth Charge’s shoulders while the bewildered Bon Bon shakily tried to get on top of the kneeling Lyra.

“If it means anything to you, my old playmate,” Rampage cooed, “I’m going to really miss you when you’re gone. No one’s ever given me so much fun.”

“Blow it out your tailpipe, X,” Depth Charge seethed.

“Tsk-tsk, such a pottymouth. I’ll have to clean it out nice and deep.” The crab chortled sickeningly as he lowered his head. His gaping mouth opened wide, huge fangs poised to tear into the Maximal’s face.

“Bon Bon, now!”

Rampage turned to see the tiny equines in a very silly pose. Bon Bon stood balanced on Lyra’s back, looking very embarrassed. Lyra held her head up with a confident grin as emerald light bloomed around her horn. The light took on the form of a huge, radiant tuning fork levitating in front of Bon Bon. The earth pony inhaled deeply and sang out a high note as loud as she could. The note carried into the tuning fork, which began to vibrate and hum with a low rumble. Waves of vibrations began to flow over Rampage’s metal carapace as his pincers began to tremble uncontrollably. To Depth Charge’s astonishment, he was completely unaffected by the sonic waves.

“W-W-What are-are y-y-you-you d-d-do-doing-ing?!” roared the shaking crab.

“This is our Super Combo Attack, crab cake!” Lyra laughed triumphantly, “The Resonance Wave Cannon LyraBon!”

Bon Bon clenched her eyes shut as she raised the note higher than any being’s auditory range. The tuning fork throbbed until it was a blur of light. Rampage shrieked and spasmed, each piece of his metal hide shaking like an earthquake. The sonic attack reached a crescendo as the tuning fork stopped instantly, and with a sudden jerk the crab’s mammoth pincers exploded into metal fragments and scattered into the air. The howling Predacon stumbled backwards and twitched wildly in the sand, the armor on his legs cracking and splitting with each step. He clumsily transformed into his vehicular tank mode and peeled away in a maddened panic, crying vengeance as he disappeared into the dunes.

“What…What was that?” Depth Charge asked in amazement as he achingly sat up.

“I told you, DC,” Lyra chuckled with a pant as she helped an exhausted Bon Bon sit down, “It’s the Resonance Wave Cannon LyraBon. Uses both of our unique sonic talents to single out the resonance frequency of…well, just about anything. We can shatter rocks with this puppy, steel, even giant enemy crabs!”

“That…is actually pretty fragging impressive.”

“Th…Thank you,” Bon Bon wheezed.

“You’ll be okay, champ,” Lyra laughed, giving the poor earth pony a noogie, “Oh, totally forgot!” She cleared her throat and sat down between Bon Bon and the enormous robot. “Bon Bon, this is Depth Charge. Depth Charge, this is Bon Bon.”

“He-Hello,” the cream-colored pony meeped with a nervous wave.

The Maximal managed a half salute with his mangled arms. “You’re not gonna sing at me about fish, are you?”

“Oh, goodness no! I can’t stand Lyra’s Sea Pony songs.”

“Then we’re gonna get along just fine.”

****

The sounds were what she noticed first when she woke up. A raspy, grating laughter, the scuttling of many legs…a filly’s muffled crying. Pinkie Pie’s eyes flew open and she saw nothing. For a second she feared that she had been blinded, but she quickly realized that it was only total darkness. She groaned and shook the dizziness out of her head.

“Ahhh,” the raspy voice hissed, “Awake at last, little fleshling?”

“Who’s there?” Pinkie asked, discovering that her legs were all restrained, “What’s going on? Hey…Why can’t I move?”

“Because I can’t have my prey scurrying off now, can I?” the voice snickered. As Pinkie’s eyes adjusted to the darkness she could make out eight green eyes softly glowing below her.

“Lookie here, buster! If you did something mean to Brighteyes Hooves or her family--“

“Oh, you wound me,” the voice laughed mockingly, “Why, all your little friends are safe and sound!” A light bulb clicked on suddenly, and Pinkie had to close her eyes to adjust to the sudden brightness.

Opening them again, Pinkie saw a lithe, magenta, metal leg holding the light bulb’s pull string. The leg belonged to a hideous, black, metallic spider with magenta legs and eight green eyes that was giggling with delight. Pinkie herself was strapped against the wall of the cellar on a huge web of that shiny blue gunk she had found outside. She twisted and pulled but couldn’t slip free.

“Guess I have to stay put for now to preserve the spooky tension, right?” she pouted.

“…Who are you talking to?” the spider asked.

“Nopony,” Pinkie Pie answered with a shrug.

“Whatever the case, no, you can’t get free. Not until I’ve had some…fun.”

“We’re not playing any games until you tell me where the mailmare and her kids are!”

The spider tilted his head. “Mailmare? Oh, you mean the winged equine with the eye condition? Why, they’re right here!” He scuttled to the side and clicked on another hanging bulb, illuminating more of the basement. Pinkie Pie gasped as she discovered Brighteyes “Derpy” Hooves and her oldest daughter Amethyst Star unconscious and strung up on a web just like hers.

“Let them go, you mean, old bug!” Pinkie shouted, straining against the web, “You better not have hurt them or you’ll be sorry!”

“They’re only immobilized,” the spider laughed as he crawled over to an old table with several gemstones of different colors set upon it. Strapped to the table on a smaller web was the purple filly Dinky Doo.

“After all,” the spider continued with a hideous giggle, “I have some very important tests to perform, and I prefer my guinea pigs alive. At least alive at first, anyway.”

Pinkie Pie fought and pulled and strained with all her might, unable to break free from her bonds while the metal monster reared up and cackled wildly, waving his legs in the air with sickening glee. The pink pony tried to call out to the others, to anyone, but her voice was lost in the deep darkness of the cellar, drowned out by the mad laughter of the spider.