Infinity War: My Version.

by Adamverse

Rating: teen
Tags: Tragedy, Fluttershy, Adventure, Discord, Crossover, Death, Human, Twilight Sparkle, Transformers, Screwball, My Little Pony: Friendship is Magic, Alternate Universe, Rainbow Dash, Avengers
Length: 19990

The first Decepticon; Megatronous, has come for the infinity stones.

Can the Avengers, the Autobots, Discord and his family; stop the first Decepticon from stealing all six infinity stones. Before he snaps his fingers and Half of reality is wiped out.

Published 2020-03-07 16:40:01 UTC
Last updated 2020-03-23 18:26:47 UTC

Chapter 2

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

Chapter 3

On the planet of Cybertron, the Ark was being filled with what ever remained of the Autobot Resistance. The planet was being evacuated.

Optimus Prime, Megatron, Arcee, Grimlock & Swoop were standing their ground on the bridge to Iacon. Quintessa and her army of undead Cybertronians, were chasing the Autobots to their ship. Optimus and his team did their best to fight them off; even though Prime lost his axe, he would still fight for his planet.

While they fought, Ratchet was trying to get everyone on the ship. He stood by the entrance and made sure all the soldiers, medics, bombers, Ariel Bots and common Cybertronians made it onboard, alive.

"Brother, there's no way to stop her!" Megatron cried.

He was right, Quintessa draws her power from Cybertron, the only way to stop her would be to cut the power supply. That would mean, permanently shutting down the planet's core.

Optimus thought about the situation, "If we shut down the core, we can never return to Cybertron."

Megatron turned to his brother and said, "Ragnarok." the prophesy for seeing the destruction of the planet.

It took his brother saying that to realise what he was getting at, "The prophesy; it was never about stopping Ragnarok, it was about causing Ragnarok."

It was decided, they had to destroy the planet, to defeat Quintessa. Optimus told Megatron to go to the vaults of Iacon, Unicron's crown was there, he had to place it in the Eternal Spark. The leader of the Decepticons transformed into his jet mode and flew back towards the city.

Once he was gone, Optimus lead his team in a charge to take out Quintessa's army. Arcee blasted the undead soldiers, Grimlock smashed his was through the brutes and heavy soldiers, Swoop flew above the ground and blasted the undead with his Subsonic Repeater. Optimus ran straight for the goddess, activating his arm-sword. He swung at her, but she dodged the blow and zapped him with her powers.

"You traitor!" Quintessa cried. "You dare to strike your god?!"

Optimus ignored her words and continued trying to strike her.

===============================================

In the Iacon vaults, Megatron took Unicron's crown to the chamber of the Eternal Spark. However, the Decepticon noticed all the relics on the stands within the vault. One relic in particular caught his eye, the Allspark.

Megatron couldn't fight the temptation and grabbed the cube. He place it in his chest compartment, he thought, 'What's the harm in taking one relic?'

Once he had taken the treasure, he continued with his mission; he found the chamber and the Eternal Spark.

As soon as the crown made contact with the blue flame, Megatron began to chant the words of wisdom, "With the power of the Eternal Spark, you shall live again.

The power consumed the crown, Megatron saw a Cybertronian body forming around it; and then the body started growing, bigger than a Decepticon Titan.

Megatron quickly ran outside and leaped into the air, he transformed back into his jet mode and flew back to the battle. As he flew away, he noticed the tower in the centre of Iacon began to crack open.

=============================================

"I am a god, you cannot kill me, Prime." Quintessa cried as she threw the last prime across the bridge.

Further past the ramp that was allowing the Autobots to escape, was a Predicon, it had take the shape of an giant Earth bear. It was caught in a ruthless battle with one other Avenger, a green, scaly, beast had grabbed the Predicon's tail an was swinging it around like an Olympic shot-put.

"Lizard, how you doing?" Arcee shouted to the green creature.

The Lizard replied by roaring at them and then continued to tear it's enemy apart. The giant beast tried to breath fire on it's attacker, but he was smaller compared to the big robotic predator.

The Predicon did manage to bite the Lizard's tail off, then throw him closer to his team members. The bear got ready to charge again, Lizard got back up, as his tail was growing back. The two monsters charged at each other and began battling again, this time, Lizard was going to have the victory.

The bear may have grabbed Lizard in it's mouth, but then the scaly hero crawled down the creature's throat. Whilst inside, the Predicon could feel it's insides being torn apart by Lizard's claws.

Until finally, the bear fell to the ground. Lizard exploded out of it's inside, holding the creature's spark in his teeth. With on bite down, the spark was crushed is his mouth like a chew-toy.

Meanwhile, Optimus was still getting beaten by Quintessa. He then saw Megatron flying to the ship, that's when he knew the plan had come into motion.

Quintessa stated, "You can't beat me, Prime!"

Optimus got up from the ground and replied, "I know.... but he can."

Prime then pointed to Iacon, Quintessa saw the Cybertronian anti-god rise up from the city's insides. Unicron had returned, stronger than ever. The monstrosity swung his large sword through the air, slashing it into the ground and crushing the planet surface under his giant feet.

Quintessa had to stop him, before he destroyed the source of her power. Whilst she was distracted, the Autobots ran for their ship. The Lizard finished chewing on the Predicon, before running for the Ark himself.

Quintessa blasted Unicron with her powers, but all she got I return, was Unicron stabbing his sword down into the planet. She had the unfortunate fate being under the sword when it went down; her body was destroyed when the large blade pierce the planet's surface. The Autobots took their chance and took off.

===================================================

As the Ark left the planet, the Autobots could see their home being destroyed. Unicron did not destroy the entire planet, however, he did blacken the skies and turn the planet's surface into molten magma. This meant what all the Cybertronians were dreading, Cybertron can never again sustain life.

Optimus and his team looked out the ship's window, they also watched the destruction of their planet.

Grimlock turned to the group and said, "Doesn't look too bad. Maybe we can rebuild the outer shell."

But then Unicron set the whole planet a blaze, it was now a fact. The planet Cybertron was now just another star in the universe. Grimlock saw the new star and stated, "Uh, never mind."

The Ark was now on a direct course for Earth, Optimus knew that was the only planet that would except his kind. Okay, now the war was over.

Ratchet approached his friend and asked, "Optimus Prime, what are your orders?"

Prime turned around and saw the leaders chair in the centre of the bridge, he marched to the ship's thrown and sat down. Optimus looked at the star map, they were heading to Earth, so that was a good sign. He looked out the window from his chair, he remembered all the Autobots that were still out in the universe. He decided to leave them a message.

"Calling all Autobots. Cybertron, our home, can no longer sustain us. We must now find a new home amongst the stars. To anyone who receives this message, I'm sending you the coordinates to a planet called Earth. We must protect the planet, and it's inhabitants; until we can find a new home."

"I am Optimus Prime. And I send this message to any Autobots hiding away in the far corners of space. The war is over; it is time, to come home."

Chapter 4

"Can any one hear us?!"

"Please, were under attack!"

"This is the Autobot Ark, we coming under fire."

The Ark was being destroyed, a Decepticon warship was firing missiles and lasers at the ship's hull. On the ships bridge, many Autobots were killed, only few remained alive.

Ratchet was trying to get up, but his leg had been blown off in the fight. He looked to his left and saw a giant titan of a Cybertronian, holding Optimus by the shoulder. The medic then looked his right and saw a another Cybertronian talking and wandering amongst the corpses.

"Hear me and rejoice." The Fallen stated. "Because of your sacrifice, the universe is right for the taking. You have nothing to fear, for even in death, you have become children of Megatronus."

Him, Shatter, Dropkick & Demolisher were on the bridge of the Ark; their leader was looking out the window of the ship. In a dark tone, he said, "Sometimes failure is something one tries to avoid. You dread it, run from it, until it's here. Or rather, I am."

The Titan dragged Optimus towards Megatron, who had been brought before him; the leader of the Decepticons knelt on one knee to Megatronus.

"Give me the Allspark, Megatron." the titan commanded.

Megatron stood up straight and said nothing, Megatronus was growing impatient. He then looked down at Optimus, the weak prime was in no position to fight back; that's when the first Decepticon had an idea.

"The Allspark, or your brothers head." he said as he held the Power Stone close to Optimus' head.

Megatron replied with, "He's no brother of mine. Kill away."

Megatronus obeyed the Decepticon's wishes and pressed the stone against Optimus' head. The pain of the stone burning his metal flesh made Prime scream in pain, Megatron just stood there and watched his brother be tortured to death. That was until he decided to save him.

"Alright stop!" he cried.

The titan released Prime from the stone's power, he sighed in relief when he felt the burning go away. But then Optimus said, "We don't have the Allspark, it was destroyed in Iacon."

But Optimus was wrong, Megatron opened his chest compartment and revealed the Allspark. It glowed blue, due to it containing an infinity stone.

Prime muttered, "You really are the worst brother."

"I assure you brother, the sun will shine on us again." Megatron said to prime.

Megatronus interrupted their conversation with, "You certainly have a good spark, Autobot."

Megatron looked up at him and said, "Well for one thing, I'm not Autobot. And another, we have the Lizard."

Suddenly, the Lizard pounced out of nowhere, and began attacking Megatronus. When they both pushed past Megatron, he dropped the Allspark. The two of them fought in a mighty battle, Demolisher was about to help his master, until The Fallen stopped him.

"No, no, let him have his fun."

From the look of it, Lizard was stronger than this Decepticon. Yet Megatronus was able to rapidly punch him, get him in a head lock & then throw him to the ground. The titan looked down at his fallen foe, Lizard was now too weak to move.

Ratchet saw the fallen reptile, he had to get the Lizard back to Earth somehow. So the Autobot medic used the last of his strength to reach to one of the control panels, it was used to call and activate space bridges. Ratchet flipped a few switches and then pulled the large lever.

"Space bridge, activated." he said.

A blue energy surrounded Lizard's body, he was lift into the air. The gravitational energy sent him flying through space, the Decepticons watched him leave the ship and hurdle towards Earth.

Megatronus marches towards the medic laying on the ground, in his dark voice he said, "That was a mistake."

His right hand turned to a sharp, triple-bladed, spike. Megatronus shoved the spike into Ratchet's chest, the medic cried out in pain. Right up until the Decepticon pulled Ratchet's spark from it's chamber. Optimus watched the life leave his old friend's eyes, Prime would have charged at his enemy, but The Fallen had wrapped the Autobot leader in chains with his telekinesis.

All Optimus could say was, "Your going to die, for that!" but then a chunk of metal was clamped around Prime's mouth.

The Fallen then picked up the Allspark and held it up to his master. The loyal minion said, "Never have we been in the presence of a creature who can wield, not one, but two infinity stones."

Megatronus took the Allspark in his right hand, with all his strength, the titan crushed the cube in his palm. He blew the crumbs of the Allspark away, revealing and tiny blue stone amongst the powder. He took the Space Stone and place it in the slot on his gauntlet, right next to the Power Stone. The power surged through him, but with the gauntlet, he was able to control it.

"There are still two stones on Earth." Megatronus said to his minions. "Find them."

Shatter stepped forward as the rest of the Decepticons bowed to their master, "We will not fail you, father." she said.

Suddenly, Megatron stepped forward, with confidence in his words. "You know, if your going to Earth, you might want a guide. I have a bit of experience in that arena."

"If you consider failure, experience." Dropkick commented.

"I consider experience, experience." Megatron finished.

The leader of the Decepticons stepped forward, he began wandering across the room, towards Megatronus.

"All mighty Megatronus, I Megatron, apprentice of Sentinel Prime, the rightful ruler of Cybertron, leader of the Decepticons & the Emperor of Destruction." Optimus noticed his brother readying a Path Blaster. "Do pledge my, undying loyalty, to you."

When Megatron bowed to the titan, he quickly pointed the gun at his face and pulled the trigger. However, the gun would not fire. Megatronus was using the Space Stone to hold Megatron in place, he used his right arm to grab Megatron by the throat.

"Hm, 'Undying'. You should choose your words more wisely."

With those words, Megatronus used all his strength and snapped Megatron's neck. The Decepticon leader was dead on the spot. The titan dropped the Cybertronian corpse on the ground, everyone could hear Optimus moan in sorrow under the clamp.

Shatter looked at the corpse of her former master, "No resurrections this time." she stated.

Megatronus turned to his minions and said, "Come, Decepticons. Were done here."

Before they left, Megatronus used the Power Stone's energy to destroy what was left of the ship. The he used the Space Stone to transport him and the Decepticons back to their Warship.

Once they were gone, Optimus was able to break free from the chains. As the ship blew apart, Prime crawled to his brother. Even though Cybertronians don't cry, that's what Optimus felt like doing. He knew nothing would be able to save him, so he let fate take him as the ship finally exploded.

===============================================

Far across the galaxy, the Lizard was still being transported to Earth, the Space Bridge energy protected him whilst entering the Earth's atmosphere.

On the planet's surface, in an old fashion secondary school, one of the teachers was just popping out to the shops.

"Bill, I heading to the shop, you want anything?" The teacher asked.

Bill was the teacher's assistant, he would sort out papers and scrolls. Bill replied, "Well, Jasper. I wouldn't mind a tuna-melt."

Suddenly, something came crashing through the skylight, Jasper summoned his flying cloak and Bill readied his magic in case of a threat.

When the looked into the hole caused by the crash, they saw one man, with one arm. This person kept repeating one thing over and over.

"Megatronus is coming. Megatronus, is coming."

Jasper turned to Bill, then looked back at the man. Jasper could only think of one response.

"Who?"

Chapter 5

On Earth 16, within the walls of Canterlot High, the Mane 7 were coming out of class. Fluttershy, was looking through the crowds to try and find her boyfriend.

"Oh, where is he?" she asked.

Sunset Shimmer turned to her friend and replied, "Sorry Fluttershy. Adam texted me and said he's 'working'."

The Mane 7 were now just wandering outside, they were planning to spend the afternoon at Sunset's house; however, they stop when something happened.

The girls noticed a police car being thrown across the courtyard, and down the road, they saw Spiderman doing is daily bad-guy beat-down.

Spidey was locked in a head to head battle with Juggernaut, the living wrecking ball was smashing everything in sight. Adam began shooting webs at him, but the webs didn't cover enough of him to stop him. So Spiderman had to try something else, by which I mean, something risky.

"Hey Juggy, word on the street is, your about as bright as a eclipse!" Adam shouted at his enemy.

Juggernaut was mad, so he roared, "I'm gonna squash you for that, you insect!"

The beast of man charged forward, however, Spidey was quick. The hero leaped onto Juggernaut's back, shot web-lines to the back of his head, now he used the webs to steer him around.

Adam drove the villain right into a power box, he didn't have time to jump away. So he muttered, "Oh, this is going to hurt."

The two of them crashed into the junction box, they felt the charge of electricity surge through them.

When Juggernaut fell unconscious, Adam fell off his back and muttered, "I hope everybody saw that, because I will not be doing that again."

The hero swung away from the scene to get changed, the Rainbooms just saw the take down, even Rainbow Dash was amazed. So they all decide to go find Adam and head home for the day.

================================================

Later, Adam and Fluttershy were walking through the park. Adam was trying to work up the courage to ask something, but he feared that if he asked this, the whole thing could fall apart.

"Fluttershy, remember what you said about us sharing a bed?"

The innocent girl nodded, "Yes."

"Well, do you think now would be the perfect time."

All Fluttershy did was wrap her arms around the boy, "Adam, I love you. If you think were ready, then, okay."

"Really?"

The two of them then locked in a passionate kiss, nothing could take away Adam's happiness.

"Adam, I need you to come with me." a unknown voice said.

The boy broke away from the kiss and turned to the man standing by the breech portal. He was wearing old wizard outfits and a long red cloak.

"Mr Jasper?" the boy asked.

"My name is Doctor Strange, I need you to come with me." he looked at the couple and remembered. "Oh, nice going Adam."

The boy was a little confused about the issue here, "I'm sorry, you giving out tickets or something?"

"We need to talk with you."

"Who's we?"

Suddenly, another figure stepped out of the portal, "Hey Adam."

"Daniel?"

The one armed scientist approached his old friend and friendly hugged him. Adam didn't know what was going on, but he knew he had to go with Daniel and Strange. He kissed Fluttershy goodbye and walked through the vortex.

Fluttershy quickly said to him, "Be careful."

================================================

"Before time began, there was nothing. Until, the big bang sent six elemental crystals across the universe. These Infinity Stones control a different aspect of the universe." Bill explained.

Adam had been taken to the his old high school, Doctor Strange uses it as his heroes lair.

Strange continued with, "Each stone has it's own unique title. Space, Reality, Power, Soul, Mind." he then looked down at the necklace around his neck. "And Time."

Adam was sitting in the soft chair he would always sit in during English lessons, "Tell me his name again." he said.

"Megatronus, Adam." Daniel answered. "His name is Megatronus. He's the one who sent Megatron; the attack on London, that's him."

Adam stood up and began walking around the room, he was thinking for a sec. "How much time do we have?"

"None at all Adam." Daniel explained. "He already has the Power and the Space stone, that already makes him the strongest being in the universe."

"Is this seriously what were up against?" the boy asked.

"Are you seriously leaning on a cauldron of the cosmos?" Strange asked as his cape smacked Adam's hand away from what he was leaning against.

Adam turned to his old teacher and said, "I'm going to allow that." he then glared into Strange's eyes. "Look if Megatronus needs all six, why don't we just stick this down the garbage disposal." he suggested while pointing at the time stone.

"No can do." Strange replied.

Bill continued, "We swore an oath to Dumbledore to protect the Time Stone."

Adam then stated, "And I swore of ice cream, but then they named a flavor after."

"Spider Strawberry Surprise?" Strange said.

"It's good right?"

"A bit too sweet."

Bill interrupted with, "The Legendary Lime Lizard is our favorite."

"That's a thing?" Daniel asked.

They were getting off topic, so Daniel put everything back on track. "Look, guys. The point is, we have this stone. We know where it is." He then turned to Adam, "Adam your brother is somewhere in town with the Mind Stone infused with his DNA.

During the battle with Soundwave, Adam's little brother; Jack, touched the Dark Spark. The Mind Stone passed from the relic and into him, giving him the power that he had wanted as a child; Superman's powers.

"Adam, who could help protect Jack." Strange asked.

There was only one person Adam could think of for the job, however, it wouldn't be a good idea. He answered with, "Probably Jack Titley."

Strange rolled his eyes but Daniel went up to Adam and said, "Call him."

"It's not that easy." Adam replied. "Daniel, I haven't caught you up, have I? The Avengers broke up, were toast."

"Broke up?" Daniel questioned. "Like a band, like One Direction."

Adam placed his hands on Daniel's shoulders and tried to explain, but Daniel just continued, because time was running out. "Listen Adam. Prime's gone." Adam then gasped. "Megatronus is coming, it doesn't matter who your talking to." Daniel finished.

So the boy pulled out his phone, searched through the contacts for Jack Titley. Until suddenly, Adam felt a strange vibe. It was as if something was coming.

He turned to Strange and big, he saw that Strange's hair was blowing. "Hey Doc, you wouldn't happen to be moving your hair, would you?"

"Not at the moment."

Adam turned to the front door, when he opened it, he saw the streets in chaos. People were running for their lives and abandoning their cars.

================================================

The four of them ran out to the street, they all saw something coming through the clouds. Strange used his magic to clear the fog, revealing a large Decepticon ship hovering over the buildings.

A beam shot down from the ship, teleporting two Decepticons to the ground.

The Fallen and Demolisher stood in the street, the Fallen spoke his welcome speech. "Greetings humans, you are about to die at the hands of the children of Megatronus. Be not afraid, for you will..."

"I'm sorry, Earth is closed today." Adam interrupted. "Pack up your giant circus and get off this planet."

"Stone keeper, does this creature speak on you behalf?" Fallen asked Strange.

"No, I speak on my own behalf. Your trespassing in this town and on this planet."

"That means get lost, Krampus."

The Fallen turned to Demolisher and ordered, "Bring me the stone." The brute began to march forward, bashing away any cars in his path.

Adam turned to Daniel and asked, "Danny, you want a piece of this?"

Daniel was hesitant, but then replied, "No, not really. But when do I ever get what I want?" the science boy then began to concentrate. However, the scales began to grow on his face, his eyes turned yellow, his left arm was starting to grow back, but...

It suddenly all went away, the change didn't work.

"Daniel, your embarrassing me in front of the wizards." Adam stated.

"Sorry, I've been kinda having a thing."

Adam continued, "No time for a thing. That's a thing, right there." he then pointed at Demolisher.

Daniel tried his best, but he just couldn't change. So Adam told him to stand down, he then turned back to the Decepticon. Adam pulled a emblem out from his pocket, he placed it on his chest and tapped it twice.

Suddenly, nano-tech began to cover his body. A metal spider-suit was forming from the mini robots, Adam removed his glasses, so the suit could complete his mask.

=================================================

Not far away, on a bus, someone else saw the ship flying above the city.

Ivan turned to see the ship, he knew that his mentor would be right in the middle of that, Ivan decided to go help. When the bus pulled over, the boy ran to an alleyway, and began changing into his 'Kid Arachnid' suit.

Once he was suited up, he crawled up the wall and began swing to the scene of the fight.

Author's Note

Just to let you guys know, I know this story might not tie in with the timeline. I didn't really think when I started writing this.

So just ignore the time hiccups and enjoy the story.

Chapter 7

Back on the planet Equestria, deep within the Everfree Forest, the great Castle of Chaos stood tall and mighty among the trees. Within it's walls, lived the craziest family in the land.

Discord, ex-lord of chaos and the owner of the castle. His wife, Fluttershy, the Element of Kindness and the mother of Discord's children. Screwball, daughter of Discord and the princess of chaos. Mothball, Screwball's boy friend, he moved in with her and her family after the battle of the Changelings; fun fact, Mothball used to be the prince of the Changelings. And finally, Screwball's baby brother, Zany. Both Screwy and Zany have the same powers as their father, and when Mothball shares his love with Screwball, he is able to use a bit of the magic.

Screwball and Mothball were about to head out for a walk in the park, Discord stood by the door and waved them off. "Be careful you two." the draconequus shouted. Screwball just rolled her eyes at her father's statement.

Little did the couple know, above them, something was entering the planet's atmosphere. Screwy looked up and saw the falling star, she thought it was a shooting star; yet, it was day time.

The two of them saw the falling object getting closer to the ground, so they ducked behind a rock. They watched the star crash down through the trees and land in front of them. The got up and went to look at their new fallen treasure.

"Be careful, Screwy." Mothball said as his girlfriend walked closer to the crash site. "We don't know what this thing is."

Discord and Fluttershy saw the meteor fall from their castle, so Fluttershy grabbed Zany and they went to investigate. Upon arrival, they saw that Screwball and Mothball had already found the object.

Twilight Sparkle had teleported to the crash site as well, she found the Chaos Family and asked, "What the hay is this?" However, no pony knew the answer to that.

When Screwball approached the hole in the ground, she noticed something moving in the pit. She backed away as a large metal hand raised up from the ground. It hooked onto the dirt and pulled itself out of the pit.

The ponies all moved back when they saw the large robot standing before them, they were scared at first, until Twilight noticed the logo on the robot's shoulder.

"Wait, you're and Autobot." she stated.

The bot nodded and said, "That is correct. My name is Optimus Prime, I'm the leader of the Autobots."

Discord stepped forward and said, "I haven't seen your kind since they saved our planet from the invasion of Decepticons four years ago." he extended his hand to Optimus, offering a hand shake.

The bot shook his hand and then remembered, "My ship, my Autobots. We were attacked."

Fluttershy stepped forward with Zany in her hoove, "Attacked. Oh goodness, gracious, by who?"

"Decepticons, led by the most dangerous creature in the universe. Megatronus, the first Decepticon." Optimus explained.

When Fluttershy heard that name, she trembled in fear; almost as if she knew that name. Discord noticed her trembling and scooped her up in his arms. Her hugged her close and asked what was the matter. The Pegasus decided to explain, so Discord put her down and she handed her son to him.

"That name, I've heard it before. That monster came to the Pegasus home town, when I was about Screwball's age. Him and his army had come to find the best flyers in the land, ones to join his army and fight against his enemies." she explained. "When it came down to just one Pegasus left, that mare was Rainbow Dash. He saw her as the best flyer, however, Dashy wouldn't go without me. I was one of her only friends, so the Decepticons took us both onto their ship."

Twilight was shocked, but then she remembered the story of the alien warship coming to their planet and taking Pegasi' away. Screwball was concerned for her mother, Discord as well. Fluttershy then continued with the story.

"We were on that ship training for about four months, Rainbow Dash was far better at it than I was. All I could do was carry small weapons to the soldiers. Megatronus said he wanted to take us on as his apprentices, but it meant we would have to leave Equestria. We weren't about to leave our planet, so we refused. I couldn't be sure, but I could swear Megatronus was upset when decided not to go with him. But he let us go anyway."

Optimus stepped forward and explained, "That monster, killed my friend, my brother & half my Autobots. And now, he's after the re-incarnated infinity stones."

"Okay, so where's he going?" Discord asked as he handed Zany back to Fluttershy.

"To see a zebra."

"What?" Mothball asked.

Twilight then asked the prime, "Wait, do you mean Zecora?"

"Yes, because ever since we defeated the knights of Cybertron. Your friend Zecora as been safely guarding the Reality Stone."

Screwball asked, "Wait, how do you know he's not going after any of the other stones?"

Optimus had explain what was happening, "Look, Megatronus already has the Power Stone, because he stole it last week when brutally attacked the Crystal Empire. He stole the Space Stone from me, when he attacked my ship, and slaughtered half my people."

"The Time and Mind Stone are safely on Earth. Their with the Avengers."

"Avengers?" Screwball questioned.

"Earth's mightiest heroes." Prime answered.

"Like Robert Downey Jr?" Twilight stated.

"He might be on the team, I haven't been there in a while."

Optimus then continued explaining, "As for the Soul Stone, well no ones ever seen that." this made Fluttershy lower her head for some reason. "So he'll be going to Zecora, to try and get the Reality Stone."

Optimus started to wander through the forest, until he reached a cave; the ponies followed him to see what he was doing. He pulled some vines down and revealed a Cybertronian ship hidden inside the cave. Twilight asked, "How longs that been there?"

"Since the first time the Decepticons came to your world." Optimus replied.

"So what exactly are you doing Prime?" Discord asked.

Optimus answered with, "I need to get to Cybertron's moon. One of the moons has a forge that can make the most powerful weapons. It's guarded by one of my old friends, he can make me a new weapon."

"What kind of weapon are we talking about here?" Screwball asked.

"The Megatronus killing kind."

"Don't you think we should a have a weapon like that?"

"Look." Prime said. "This weapon can kill Megatronus. So I need to get to Cybertron's moon, the only problem is, this ship's out of energon."

Screwball stepped forward and said, "I can power it, but only if you take me and Mothy with you."

Mothball turned to Screwy and was confused, she was asking to go to an alien moon. She hasn't even been to their moon, now she wants to go to one half way across the galaxy.

"Screwball, did you even ask your parents?" The Changeling asked.

Screwy turned to her Mother and Father, they weren't looking happy. But then Fluttershy sighed, she turned to Discord and said, "I'm sure they'll be fine. If it's alright with you Optimus?"

Optimus nodded and allowed the chaotic pony and the Changeling come with him to the forge.

They boarded the ship and Screwball used her magic to fuel it up. The adults stood out of the ship's way and waved as it flew off. Twilight then thought of something, they should to make sure Zecora's okay.

Fluttershy didn't have time to call somepony to look after Zany, so she had to bring him with them. Discord, Twilight Sparkle and Fluttershy all ran for Zecora's hut, hoping, she and the stone were still there.

Chapter 8

Meanwhile, back on Earth, a boy named Jack was sitting in his house with his babysitter. Jack was Adam's little brother, his babysitter was Adam's ex-girlfriend Heather. Even though Adam and Heather aren't dating anymore, they still decided to remain friends; and Adam's parents hired her to watch Jack while they were out.

"Heather, I'm going in the garden." Jack said. The nodded her head and continued to watch the news, while the young boy went out into his backyard.

As she watched, a news report came up about the fight in town. The reporter explained, "Down town's attack left our streets truly trashed. The city's very own crime stopper, the Spiderman had returned to battle these creatures along side his fellow heroes. But now it seems that the invaders have left, and the heroes have strangely disappeared."

Heather gasped when she heard the report, even though they weren't together anymore, Heather still cared about Adam. She tried to contact Shaun at O.S.C HQ, but no one answered, the line was busy. Because of this event, calls were coming in all over the city.

When calling for help didn't work, Heather decided to check on Jack; she went out to the garden and found him playing with his football.

However, when she looked at the sky, she saw a plane passing over head, it looked more like a military jet. Next to it was an army helicopter, they both seemed to be flying this way. Heather noticed the jet was flying dangerously close to the ground, almost as if it was going to hit the house.

"Jack, come inside." she insisted.

But the boy wanted to stay out, so he said, "Come on, Heather. Don't be that kind of babysitter."

The jet was getting closer, she had to get him inside quick, "Jack, I'm telling you, come inside now."

"Please, Heather. Nothing is going to happen if I stay outside."

The jet unloaded it's missiles, and realised one towards the house. Heather gasped and tried to run out to Jack, but it was to late. The missile impacted the garden and Jack was blown into the air, he landed in front of Heather's feet. She fell to her knees, about to cry that the boy she was supposed to look after had just died.

After about a minute, she then remembered something. She got a little mad, the punched the boy in the arm, "Get up you jerk."

Jack giggled and sat up, he was covered in black powder and dirt. Heather stated, "Your lucky your indestructible, or you would have been a goner."

They both turned back to the two vehicles flying above the house, the jet barrel rolled and flew directly towards the house again. This time, when it got closer, it transformed into a giant red and silver robot. The bot landed in front of the them both, with an evil look in it's eyes.

"Give me the boy!" Shatter cried.

The two humans got up and ran away, Jack wanted to fight, but Heather wouldn't let him. They made it out into the streets, but the blue helicopter transformed into another robot and landed in their path.

"Not this way." Dropkick stated.

Heather was through with running, she turned to some cars parked beside them. She held out her hands, the both her palms and the cars started to glow red. The cars lifted into the air and followed where ever her hand went. She then threw the car at the Decepticon, it impacted him right in the face, knocking him to the ground.

Shatter followed them out to the street, she saw what Heather did and cried, "They have powers, get the boy now."

Shatter's right hand converted into a Energon Harvester, she fired electric blasts at them both. They got knocked off the road and Jack crashed into a car. When the boy got up, he decided to fight back.

Jack suddenly flew off the ground, he hovered in the air as his eyes glowed red. He muttered, "You like lasers?" The boy fire red hot laser beams from his eyes, the two beams came together and sliced the Harvester off of Shatter; severing her right arm.

"Ah!" she cried as she watched her arm drop to the ground. Dropkick got up, but was quickly knocked down again by another car.

Heather continued to lift cars with her mind, and throw them at the Decepticon. It wasn't until the fifth car that he turned his hand into a Path Blaster and blew up the vehicle. He then pointed the gun at the ground and fired, knocking Heather back against the wall.

Dropkick got up and saw Jack looking down on Shatter, so the Decepticon loaded a special type of ammo into the gun. He shot the little grenade at Jack, and a green gas exploded in the air. Jack saw the gas and instantly fell to the ground, he was weak and helpless. Heather crawled to him and tried to help.

"It's kryptonite." Jack muttered.

The two Decepticons looked at the humans, Dropkick turned to his partner and asked, "That human girl is very annoying, let me kill her."

"Not yet." Shatter replied.

Little did they know, something was thrown at them. Dropkick looked down a saw a small orange orb, he picked it up and held to close to get a better look. The little device started beeping, louder and louder. Until....

The tiny grenade exploded, taking a junk of Dropkick's face off. He screamed in pain and Shatter saw where the grenade came from.

She looked up, but then got smacked in the face by something. Heather looked up and saw a figure, standing on a silver hover board. The figure was then joined by two more people, a woman with silver bracelets and wearing a spy outfit, and a man with sunglasses and metal wings.

Heather recognised the spy girl, it was Olessia. The figure on the board was wearing a green mask, but she had a pretty god idea who it was. The three new heroes looked at the Decepticons, they were trying to crawl away.

Olessia said, "We don't want to kill you, but we will."

"You'll never get another chance." Shatter said as a space bridge came around them and teleported them away.

The three heroes turned to the two fallen ones, the figure stepped off his board and removed his mask. He said, "Hello Heather, hi Jack."

Jack muttered, "Hello to you to, Jack."

Jack Titley had returned with his team, Olessia; A.K.A Black Widow. Also, the newest Avenger, Rory. Also known in the O.S.C air force as, The Falcon.

Rory then said, "We better get out of here, before the boys in blue come." These three were still on the run, after the events of the Civil War between the Avengers. They took Heather and Jack to the Mega Ship, which they 'borrowed' when they escaped custody.

================================================

On the ship, Olessia turned to them and explained, "You two should call for back when you get attacked. Not try and play the hero and nearly get yourselves killed."

Heather was about explain, but she wasn't going to argue with her superior.

Rory was flying the ship, he turns to Jack and asks, "Where to, boss?"

"Home."

Chapter 9

Deep within space, Doctor Strange awakened aboard a Decepticon battleship. He was on the bridge, floating in mid-air; he was wandering how this was happening, cause he didn't have his cloak. The doctor looked up and saw the Decepticon warlock marching down the path towards him.

"I see your awake." The Fallen said. "Don't worry, this stone extraction will be slow and horrible."

Also floating in the air, were a large portion of long, sharp needles surrounding Strange. They began to push forward, pressing themselves against his skin. It was painful, but Doctor Strange had to keep his concentration, keeping the protection spell around the stone.

"They were destined for micro-surgery. I had them altered, to my specifications." The Fallen explained. Strange felt like he was going to scream, but he had keep it together, otherwise they'll get the stone.

Up in the rafters of the ship, Adam was climbing through the vents, until he came to the room where Strange was. He looked down from above and saw them both.

Suddenly, something tapped him on the shoulder. Spidey turned around, only to find Strange's cloak, moving by itself.

Adam commented, "Well, now I know there's two stowaways."

"Make that three."

Adam turned around, he found Ivan hanging from his webs, not wearing his mask. Spiderman could not say how mad he was. Ivan tried to explain.

"Before you yell, I just thought I could help, you said save the wizard, and this suit you made me kind of gave me a boost off confidence. So now... I'm hear."

Adam replied, "Yeah, right where I didn't want you to be."

"But I really think I can help."

"This is not just some bank robbery, kid. This is..."

Ivan interrupted by saying, "You can't be a friendly neighbourhood Spiderman, if there's no neighbourhood." Adam's nano-tech mask disassembled, revealing his face, he looked confused. "Okay I know that didn't really make sense, but you know what I'm trying to say." Ivan finished.

"Fine." Adam said. "You see down there." He pointed down to where the Fallen was torturing Doctor Strange. "What's your plan."

Ivan looked at his teacher, then thought of a plan to save him. "Okay, you ever see this really old movie, 'Aliens'?"

The Fallen was growing impatient, Strange couldn't keep this up for long. That is until...

"Hey ugly." a voice from behind said.

Fallen turned around and saw Spiderman, with his four mechanical spider-legs sprung from his back, standing before the Decepticon.

"You really think you can stop me." the Decepticon said as he lifted rumble from below, into the air. "I am a god, compared to you."

Adam had to distract him long enough, Ivan was behind Strange, messing with an old Riot Cannon on a work bench. He pointed the weapon to the side of the ship.

"Yeah." Spidey replied. "But the kid's seen more movies."

Kid Arachnid put his mask back on and fire the cannon, blowing a hole in the ship. The vacuum of space pulled the Fallen out the ship, it also caught Strange in the suction. Ivan webbed Strange before he was pulled out into space, Adam used his web-fluid to seal the hole.

The Fallen was floating through the stars when he saw it, a shooting star. There was no escape.

"Oh no." he said as the star impacted with him, causing them both to explode.

Back inside the ship, the heroes took some time to rest. Strange got his cloak back, but now they stranded out into space. The doctor turned to Adam, he'd been to space before.

"Adam, can you turn this ship around?" he asked.

"Now he wants to run." the boy replied. "You should have stayed out of the way on Earth, now were lightyears from our planet, with no back up."

"I'm back up." Ivan stated.

"No your a tag along. Now let the adults talk."

"Were the same age, Adam."

Strange made them both be quiet and said, "Adam, can you get us home?"

Adam thought about somethings, then replied, "Yeah, I can. But I don't think we should."

"I swore an oath to protect the Time Stone. I'm not just going to bring it to Megatronus." Strange stated.

"Look, Jasper. I've seen what these things can do. Megatronus has been inside my head ever since he sent an army to London and no he's back." This now made Strange think. Adam continued, "So no. I say we take the fight to him."

Doctor Strange nodded in agreement, but then explained, "Fine Adam. But, if it come to saving you, or Ivan, or the Time Stone. I will not hesitate to let either of you die."

Adam then approached Ivan, and tapped both his shoulders with his hand. "There, you're a Avenger now." Ivan was both thrilled and terrified.

==================================================

The Astro Mega Ship landed outside the new Avengers HQ, inside, someone was on the phone to the government.

Sean Smith, A.K.A the Superior Octopus, was speaking to the world leaders by hologram. They had a long conference table, sitting at each chair was a hologram of a country leader. Sean was standing at the edge of the table, talking with the President of America.

"I'm telling you Mr President, we need to be protecting the world. Your satellites can cover the Earth, your only using them for your country." Sean explained.

The president turned to the boy, and explained, "Look, I don't really trust you superhero types anymore, since you have a thing for hiding alien criminals on the planet."

"Look Mr Trump, he was not a criminal." Sean stated. "If it weren't for the planetary wide bot-hunt. Bumblebee would be right here, with his friends."

"Oh please, he can have friends, he just a machine. And stop calling him Bumblebee, he's our weapon, his name is B1-27."

As they were talking, Sean noticed the group from the ship enter the room. Jack led Olessia, Rory, Heather & the other Jack, into the building. The President looked at the used-to-be heroes.

"You've got a lot of nerve, showing you face in my presence." he stated.

Jack-T replied, "Earth just lost her best defender, you need all the help you can get."

"You think you can just walk in here and think, all is forgiven."

"I'm not looking for your forgiveness, and I'm way past asking for it."

Trump turned back to Sean, "Arrest them."

"I'm all over it." Sean then pushed a button and the hologram was cut off.

Sean then turned to his old friends and asked, "How you doing Jack."

Olessia stepped closer and hugged Sean, he then hand-shook Jack-T.

"Wow, you guys, really look terrible." Sean stated as he looked at their dirty outfits. "It must have been a ruff couple of months."

Rory replied, "Well, the hotels weren't exactly five-star."

I think you look great." a voice said from behind.

The team turned around to see Daniel walking into the room, "Yeah, I'm back."

The group went into the other room to address the situation.

"We have to do something, Megatronus has the biggest army in the universe." Daniel explained. "Where's Kye?"

Olessia replied, "After the whole accords situation, Kye and Kian had to pull out of the superhero life. It was too tuff on their families."

"Who's Kian?"

"Ant-man." Jack-T answered.

"There's Ant-men and Spidermen?"

"Look, we have to protect Jack. He has the Mind Stone, we have to make sure Megatronus doesn't get it." Olessia states.

Daniel then thinks of something, "Wait, Jack gets his powers from the stone. It's also made up of a complex of others things, you, the Dark Spark, the stone, energon."

"Your saying Jack isn't just the stone."

"I'm saying, if we take out the stone, Jack can keep his powers. I mean it's not the source of his power, just the thing that gave it to him."

Sean asked, "Can you do that?"

"Not me, not here."

Jack-T stated, "Don't worry, I think I know a place."

================================================

On a distant planet known as Pandora, the king of the Nav'i tribe was going to check on an old friend they've been looking after for sometime.

Charlie, husband of Princess Neterie, and the King of the tribe; walked with his royal guard to the place their friend was staying. He arrived at the place, and found a yellow Camaro car parked by the trees.

"Good afternoon, B1-27." Charlie greeted.

The yellow car then changed it's shape, transforming into a large yellow robot. "Please, just call me Bumblebee." the bot said.

A Nav'i soldier arrived at the scene, he placed a briefcase down and then walked off. Bumblebee opened the case, revealing his pulse cannon.

"Where's the fight." Bee asked.

Charlie replied, "Coming."

Chapter 10

30 years ago.

On the planet Equestria, in the city of Cloudsdale, a Decepticon warship hand landed on the city's surface. Insecticon flyers swarmed the skies, marching down the gangplank of the ship, was the most terrifying creature the Pegasi had ever seen.

The ten year old filly, Rainbow Dash, approached the ship; with her best friend, Fluttershy, behind her. Rainbow was not scared, but Fluttershy was, they stared at the creature looking down on them.

"What do you want?" Dashy asked.

The creature replied, "I am Megatronus, the first Decepticon. I seek the greatest flyers on the planet to join my ranks in the conquest of Cybertron."

The Pegasi were a peaceful race, but Megatronus was not going to take no for an answer. He forced the ponies to fly for him, each one of them failed to meet his expectation, except one.

Rainbow proved she was the greatest flyer in the city, Megatronus took her onto his ship. However, she said she would not go with her friend, so the Decepticons took Fluttershy with them too.

During that year, the Decepticons trained both Fluttershy and Rainbow Dash to be good flyers and fighters. The yellow Pegasus tried her best, but she wasn't up to it. Megatronus saw she had an innocent soul, war was no place for these creatures, so he let them go.

Fluttershy swore to never speak of those creatures again, so when they invaded Ponyville, she acted as if she didn't recognise them. When she was dropped back on Cloudsdale, her life continued as normal.

===============================================

Fluttershy was sitting on her couch, stroking Angel's fur, she had something on her mind. Discord walked into the room, he saw his wife on the couch.

"Honey, were almost ready to head to Zecora's hut. You ready to go?" he asked.

Fluttershy stood up and looked at her husband, she decided to tell him something.

"Discord, may I ask you something."

"Of course dear, what is it?"

Fluttershy was hesitant, but she promised not to keep secrets from him.

"I told you how I once knew Megatronus. I know something he must never find." she explains. "It shouldn't come to this, but if it does. I want you to promise, that you'll kill me."

Discord couldn't believe what he just heard, so many thoughts were going through his head, 'Is this mare crazy?' & 'How could she ask me to do such a thing?'

"Please, Discord." she begged. "The fate of the whole universe may depend on it."

"Fluttershy, I can't lose you again. I can't promise that."

The Pegasus mare had to get him to agree, "Swear to me on your parents."

"Fluttershy..."

"Please."

Discord hated himself for doing this, "Okay."

The married couple moved closer together and gently kissed. They both didn't realise, Twilight was watching the whole thing.

"Do you two want to be alone?" the alicorn asked.

Discord broke away from his wife and said, "Twilight, how long have you been there?"

"About a minute."

The awkward moment finished, the three of them went to Zecora. Fluttershy had to bring Zany, they had no time to get a babysitter.

=================================================

As the three of them moved deeper into the Everfree Forest, Zecora's hut was in eye range. Twilight and Discord led the group, Fluttershy was behind, with Zany on her back.

When they reached the hut, Discord quickly pulled the two mares behind a large rock. They saw the Decepticon titan standing over a creature. Megatronus had his large hand over Zecora's weak body, he was trying to get the information out her.

"I'll ask you one last time." the titan stated. "Where is the stone, sorceress?!"

Zecora explained, "I told you about the stone, it's gone, so leave me alone."

"I don't have time for games!" he muttered.

Discord, Twilight & Fluttershy saw the zebra being interrogated, Discord had a plan though.

"Fluttershy, stay here. Twilight, you go right. However Twilight didn't listen, she went left. "I meant your other right." Discord stated.

Twilight was about to get the jump on him, but then she got a tap on the shoulder; Fluttershy handed Zany to her and then ran for Megatronus. Whilst she was running, she pulled something out of her saddle bag, a Cybertronian knife.

Fluttershy leaped onto the titan's chest, stabbing the blade into his spark chamber. He grunted before falling to his knees, in his dying breath, he muttered, "While, little one." Megatronus died on the spot.

Discord peaked out from behind the rock, Twilight was in shock and covered Zany's eyes. Discord then stated, "That was easy."

"Poor child." a familiar voice said. "So full of rage, it's been inside you this whole time. And you never used it."

Fluttershy turned and saw the real Megatronus step out from behind a red smoke, he held up his gauntlet, revealing a third stone imbedded in it's slot. He then grabbed Fluttershy and held her close to his chest.

Twilight charged at him, still holding Zany, but Megatronus used his new stone. Bending reality, he turned Zany to stone and Twilight into paper. Discord appeared from behind the rock, his eagle claw hand a fire ball glowing in his palm.

"Let her go!" he ordered. Megatronus just laughed. "You let her go, or I will burn that tiki skull of a mask, right off you face."

"Ah, the husband." the titan stated. "You really loved this Pegasus don't you."

Fluttershy looked at Discord, "Discord, please."

He looked at his innocent wife, "I told you stay put."

"You promised." she implied.

"I...I..I told you to stay put."

Megatronus knew what she meant, so held moved her closer to Discord, "Well, she's asked, hasn't she." But Discord still couldn't do it.

The titan was growing impatient, "DO IT!" he cried.

Fluttershy muttered, "I love you, more than anything."

Discord's eyes filled with tears, "I love you too."

The draconequus' heart was breaking, he got ready to throw the fire ball at his wife. She closed her eyes, waiting for the deadly blow, until.....

The fire turned to bubbles in Discord's hand, Megatronus used the stone to bend reality again. When the bubbles floated away, Discord turned back to the titan.

"I like you." Megatronus muttered. He then used the Space Stone, teleporting him and Fluttershy to his ship.

When he was gone, Twilight and Zany turned back to normal. The illusion of the forest disappeared, revealing that the forest around them was on fire and Zecora was never really there. The zebra waved as she disappeared.

Megatronus had a third stone, this wasn't good.

Chapter 11

Fluttershy was sitting next to the thrown of the Decepticon titan, she had been taken away from her home, her friends & her family. She looked up and saw Megatronus walking towards her, he was holding a metal cup, filled with water. He kneeled down to her level, hand the cup to her.

"I thought you might be thirsty."

Fluttershy took the cup, but then hurled it at the throne. She had hate in her eyes, "I always hated that chair."

"Really, when you came aboard my ship, I thought you would sit there one day." the titan explained. "You and Rainbow Dash ruling the universe by my side. During the days I wanted it all to myself."

"Now you just want to kill."

Megatronus sat down in front of his throne, he turned to the Pegasus, "You call it murder, I call it mercy."

"Mercy, when you came to Cloudsdale, you threatened to wipe out half the people. Only if we didn't provide you with flyers, for your murderous army." Fluttershy stated.

"Every planet my army has taken, have been given my gift." he explained. "Do you what that is? Children born, have known nothing, but full bellies and clear skies. It's a paradise."

Fluttershy looked down, tears started to form in her eyes. "Because you slaughtered half the people."

"A small price to pay." Megatronus got up and marched towards her. "And now, you can help me spread my gift throughout the universe."

The Pegasus looked up to see the titan starting over her, she back away from him. "I'm only going to say this once, give me the Soul Stone."

Fluttershy was confused, she didn't have it. But Megatronus wasn't buying the act, so he took her to the dungeon level of the ship.

Megatronus and Fluttershy arrived at the cell, when it opened up, the innocent Pegasus was shocked to see her childhood bestfriend chained up.

"Rainbow Dash." Fluttershy gasped and ran to her friend.

Megatronus explained, "Your friend here was sent onto my ship by your Princess Celestia. Rainbow was ordered to steal my infinity stones."

Fluttershy turned to the titan, "Let her go, you monster!" she said.

But Megatronus then used the Space Stone to pull the chains, Rainbow felt the pain, like her wings and legs were being pulled off. Fluttershy begged him to stop, "Please, please. She has a family."

The titan suddenly stopped, "Last chance, give me the Soul Stone."

Fluttershy cried into his chest and said, "I swear to you on my life, I don't have the Soul Stone."

Megatronus stroked her mane, "My dear little one. I taught you to be many things, a liar was never one of them."

He then picked the Pegasus up by the neck, he held the back off his gauntlet to her, she started to glow. A strange energy was being drained from her small body, it formed a crystal in one of the empty slots in the infinity gauntlet. Once it's done, he drops her back to the floor.

"I don't understand." Fluttershy muttered.

"My dear." Megatronus explained. "When the Soul Stone was destroyed, it had to find a soul to inhabit. Your soul was the purist soul it could find. You didn't know it, but the Soul Stone has been tucked away inside you, for all this time."

Two Vehicon troopers entered the cell, Megatronus ordered them to take Fluttershy to another cell. Rainbow Dash was unconscious from the pain, she never saw where they took her.

================================================

Far across the galaxy, a small ship was on a direct cause to Cybertron. On board this ship, was the leader of the Autobots, a chaotic earth pony, and a Changeling prince. Optimus, Screwball & Mothball were almost to their destination, with Prime flying the ship, Mothball decide to talk to his girlfriend.

"Screwy, was it a good idea to come with Optimus? We've never been to space before."

"It's fine Mothy, it's like a day trip, across the stars."

Screwball looked at Prime, she wanted him took talk to them,"So, Optimus. You say you lost your brother?"

"Mhmm." he replied.

"What about a Mom or Dad?"

He explained, "We Cybertronains don't have parents like you ponies, I never had a mother; and my father figure, Zeta Prime, died some months ago."

"Screwball continued to ask, "What about girls, you have a girlfriend?"

"Killed by Blitzwing."

"A best-friend?"

"Had his spark ripped out."

Screwball actually felt sorry for him, he had lost so much. She looked at Mothball, he was in as much shock as her.

"But don't worry, you two." Optimus said, with confidence in his tone. "We will win, I'm getting a new weapon remember."

"Well, it better be some weapon." Mothball stated.

All the talking was put on hold when Optimus saw that they had arrived. The moons of Cybertron, Prime also looked at the dead planet behind them. He lost his entire world, now he had seek help from an old friend.

The ship landed, Screwball and Mothball stayed close to Optimus as they wandered through the abandoned forge. As they walked, they passed the bodies of dead Vehicons. As if a battle had taken place here, Prime just prayed that his side won.

Screwball noticed a strange looking mold on the work bench, she then turn to Prime and asked, "You said Megatronus had a gauntlet?"

"Yes, he did."

"I look anything like that."

Screwy pointed at the mold, Optimus took one look at it and needed no more prove. It was the same shape.

"Get back to the ship." Prime ordered.

But before anyone could move, Optimus was bashed to the side by something large. Screwball and Mothball hid under one of the work benches, Optimus and the creature rapidly punched each other. Until Prime saw who this Cybertronian was.

"Ironhide, stop!" he cried.

The Autobot heard his leaders voice and said, "Prime."

Optimus raised his hands in surrender, Ironhide lowered his fists. The two of them looked at each other, now that they were not fighting. Until Ironhide started shouting at his leader.

"You were supposed to protect us. Cybertron was supposed to protect us!"

Optimus explained, "Cybertron, is destroyed." He then looked back at the gauntlet mold. "Ironhide, tell me you didn't."

The Autobot blacksmith turned away from his leader, she sat down on the bench Screwy and Mothy were hiding under. They came out of hiding and ran behind Optimus. Ironhide decided to explain what had happened here.

"Three Autobots lived on this moon, me, Hound & Wheeljack. Megatronus attacked us, he took the others hostage and forced me to make him the device. So that's what I did, I made him the device that could harness the power of the stones." Optimus began to understand. Ironhide continued "I made it for him, and he killed everyone anyway."

Ironhide showed his wrists to Prime, "He said to me, 'Your life is yours, but your cannons are mine'." Optimus saw where Ironhide's cannons had been ripped off.

Optimus explained, "Ironhide, this is not about your cannons, this is about Stopping Megatronus. I need the Star-Saber." The Autobot blacksmith looked at his leader and nodded.

Chapter 12

Coming out of hyper-space, a Decepticon dropship was about to land on the planet Equestria. On board this ship, was two spiders and a doctor.

Spiderman looked out the ship's window, he saw that they were heading right for the planet. He turned to his team and said, "Guys, were coming in hot."

Doctor Strange and Ivan saw the planet, and I don't think this thing has a self-parking setting. Adam and Ivan grabbed the controls, they had to at least control their landing.

"Ivan, grab that." Adam said as he grabbed the other. The two of them had to steer at the same time, Ivan re-applied his mask and the nano-tech suit re-applied itself to Adam again.

"Easy, easy does it." Ivan said, trying to drive the alien spaceship.

The ship had entered the atmosphere, but they were still coming in hot. Strange created a shield around the three of them, when the ship came to the ground, it crashed through trees and smashed against a large rock. Luckily, the rock stopped them in their tracks.

Once everything had stopped moving, Adam check to see if Strange was okay. The doctor dropped the shield and turned to his team.

"You alright man?" Adam asked.

"Yeah, I'm fine."

Suddenly, Ivan came down from a web attached to the ceiling, "If aliens end up planting eggs in my chest, and I eat one of you, I'm sorry."

Adam stopped him and said, "I don't want to hear another pop culture reference out of you for the rest of the trip, you understand?"

"What I'm trying to say is, something is coming."

Ivan was right, creatures suddenly entered the ship, one shaped like some sort of dragon and a pony with wings. The heroes heard one of the creatures shout, "Megatronus!" it then threw a fire ball at them. The room then filled with smoke, no one could see anything.

During all the commotion, Adam started shooting webs at the dragon like creature. Strange put up shield to defend himself, even he couldn't see through the smoke. Meanwhile, Ivan was crawling away from the pony-like creature, it had something glowing on it's head.

"Whoa, whoa, whoa! Please don't put your eggs in me!" Ivan cried as he shot webs at the pony. She fell to the floor when was tied up, Ivan now thought he was safe.

Until, the dragon creature tied him in a sort of chain, the wrapped his arm around Ivan's neck. Spidey leaped down from the ceiling, he then heard a baby giggling; so he turned around a saw a little grey pony-boy sitting on the ground. Adam picked up the 2 year old baby, he knew who it was.

"Zany?" Adam asked.

The dragon creature still held Ivan close, he said, "I'm going to ask you freaks once, where's Fluttershy?"

Spiderman turned the creature, still holding Zany, "Discord is that you?" he asked.

Strange then used his magic to remove the smoke in the room, it was revealed that; Discord was holding Ivan, and Twilight was the one who got webbed up.

"Adam?" Discord questioned. Then he looked at Ivan, "What's going on here."

Kid Arachnid answered, "We're the Avengers, man."

Twilight was trying to get free from the web, "So wait, your the guys, Optimus told us about?"

"You know Optimus Prime?" Adam asked.

Discord answered, "Yeah, big guy, big robot. Not that good a crashing."

"So, where is Optimus now." Strange asked.

=================================================

On the Forge of the Autobots, Ironhide led Optimus Screwball and Mothball to the mold of the Star-Saber.

"Your saying, this weapon can only be held by a prime?" Screwball asked, Ironhide just nodded.

"So how do we make it?" Optimus asked.

Ironhide replied, "You need to restart the forge, it's been dormant for a year."

Mothball asked, "How do we restart the forge?"

"I've got an idea." Optimus stated.

==================================================

Meanwhile, the Astro-Mega Ship was arriving on the planet Pandora. As it landed in the Nav'i village, the people and their king were coming to greet them.

"When you said we were going to open Pandora to the rest of the world, this is not what I thought." Neterie stated.

Charlie turned to his wife and asked, "What did you have in mind?"

"The Inter-Galactic Olympics, maybe even a vacation resort."

The ship door opened, Jack-T and his team walked onto the planet's surface. When they walked over to Charlie, Daniel asked, "What do we do, do we bow?"

Sean answered, "Cause man, he's a king."

Charlie and Jack-T shook hands, Daniel bowed and Sean just laughed. Charlie motioned him and said, "We don't do that here."

Heather helped the still weak Jack out of the ship, the two of them noticed the yellow Autobot walking towards the crowd. "Bumblebee." Jack greeted.

Bee didn't really have a mouth, but they could tell his was smiling, he was happy to see them. The rest of the group began to walk inside the palace, (or rather, the mother tree).

Jack was laid down on a medical table, the Nav'i nurse was checking him over. They knew a way to remove the stone, but it would take time. Daniel was helping the nurse, he knew the link between the stone and Jack.

"This is the price you pay for messing with a Cybertronian relic, Jack." Daniel joked.

The nurse said, "We can remove the stone, the same way we transfer a soul into and avatar body. However, it will take time."

Jack-T asked, "How much time?"

"As long as you can give me."

Outside the tree, Sean, Rory and Bumblebee looked up to the skies. Sean was in his suit, his sensors picked up something entering the atmosphere. That's when the rest of them saw it, dropships falling down to the planet's surface. One of them was heading straight for the village.

The ship suddenly exploded when it hit the protective barrier that protected the village. Bumblebee stated, "I love this place."

Sean replied, "Don't get excited yet boys, we've got more incoming outside the dome." They all saw three more ships land out in the forest, only a mile away from the village.

The ones inside could see the ships land as well, it was time to face the enemy. Heather stayed with Jack, while the Nav'i removed the stone.

"Jack turned to her and ordered, "As soon as that stone is out of him, you blow it to hell." Heather nodded in agreement.

Charlie turned to his Nav'i soldiers, "Get the people to the shelters, engage all defenses, and get this man a sword." he while pointing a Jack-T.

================================================

On Megatonus' ship, Rainbow Dash was waking up, there was just one Decepticon in the room with her. She got his attention by flinging the end of her chains at him, he reacted by pointed his gun at her.

"You wouldn't shoot me." she said.

"Try me, you little germ."

The Decepticon didn't think she was needed anymore, so he fired. Rainbow quickly moved out the way, the beam hit the wall, and it bounced all over the cell. During it's bounce, it cut through Rainbow's chains and finished by blasting the Decepticon through the face.

Rainbow then ran out the cell, to where they keep the escape pods. She had been on this ship before, so she knew where they were. She would have rescued Fluttershy, but she didn't know where she was, or how to safe her. So she was going to come back with help.

Chapter 13

Discord, Spiderman, Kid Arachnid, Twilight Sparkle & Doctor Strange were standing by the shipwreck trying to come up with a plan. Zany was just sitting on the alicorn's back, he was playing with a little stuffed dragon toy.

"So, we just wait here? Wait for him to come to us to get the stone?" Discord asked.

Adam replied, "Unless you've got a better one. All mighty lord of chaos." he said sarcastically.

Discord then explained, "Look Adam, I know were friends, but let me just say this. I like your plan, except it sucks; so let me do the plan, that way, it might be really good."

"Wow." the boy stated.

Twilight then turned to where Strange was, he was doing something weird, "Adam, does your friend often do that?"

Adam and Discord turned to see Strange doing something with the Time Stone. Spidey approached Strange and snapped him out of it, "Strange, you okay."

The doctor explained, "I just went forward in time, to see all the possible outcomes."

"How many did you see?" Discord asked.

"Fourteen million, six hundred and five."

"How many did we win?" Adam asked.

Strange was hesitant to tell them, but he told them the answer, "One."

=================================================

Meanwhile, on Pandora, the Avengers and Nav'i soldiers were heading out to battle. Since Daniel couldn't use the Lizard, he had to improvise.

"Daniel, you okay in there?" Olessia asked as she saw Daniel running past in the original Rhino armor.

"Yeah man, it great. It's like being the Rhino." he then tripped over a rock, Neterie looked at the metal creature. "I'm okay, I'm okay. I'm good." He said brushing himself off.

When they arrived, Charlie in his father-in-law's Black Panther armor and the army was already there. Rorkrie, the one who was supposed to be the Black Panther after Neterie's father, was reading the troops.

You see, before Charlie came; Rorkrie was chosen to be the next king. He was supposed to marry Neterie and become the next Black Panther. But when Charlie and the Avengers came, they saved Pandora from a Cyberman invasion. During their stay on the planet, Charlie and Neterie fell in love; so when they married, the crown and the title of Black Panther went to Charlie.

Sure Rorkrie and Charlie were enemies at first, but when the Cybermen returned, they had to put their differences aside and fight together. When they won, they actually became brothers-in-arms.

Rorkrie and Charlie hugged when they arrived, Rorkrie said, "My King, we are ready and waiting for your orders."

Bumblebee and Daniel arrived at the same time, Bee transformed back to his robot mode and Daniel just halted. Rory was flying over head, Sean was holding onto his foot, via a web line. Jack-T, Olessia and Neterie joined Charlie at the front of the army.

They all saw just two Decepticons stepping out of the trees, towards the barrier. Jack-T, Charlie and Olessia, went to greet them.

They walked to the edge of the barrier, finding Shatter and Demolisher (which they recovered from the desert), on the other side of it.

"Where's your friend?" Olessia asked.

Shatter hissed when she mentioned Dropkick, "You'll pay for his death with yours." she stated.

Charlie stated, "You may tell Megatronus, that all he will find, when coming to Pandora. Is fire, and death."

The Decepticons smiled and turned away, the heroes turned back and walked back to the army.

Once Jack was standing beside Olessia again, she asked him, "Did they surrender?"

"No yet."

The heroes could see the Decepticon ships beyond the barrier, within those ships, was a swarm of Insecticons. The ship doors opened and the swarm crawled towards the barrier. The charged past Shatter and the ones in front smashed right into the shield, upon impact, the creatures were killed. As the Insecticons tried to crawl through, the heroes watched the Cybertronian massacre.

"They're killing themselves." Neterie stated.

Only a few bug were able to push through, even though their bodies were covered in scorch marks, they kept charging. Rory and Sean were flying over head, Falcon dropped the Superior Octopus to the ground. Using the nano-tech in his suit, Sean grew four bionic tentacles from his back; the swung and slashed at the cons.

Rory was shooting at them from the air, Bumblebee and Daniel were shooting their artillery at the remaining ones. During the shooting, Daniel noticed the Insecticons still outside the barrier, the were circling the shield.

"Jack, if these things circle the barrier and get in behind us, there's nothing between them and jack." Daniel explained over the comms.

"So what do we do?" Neterie asked Charlie.

The king replied, "We open the barrier. Keep them in front of us." Charlie presses his ear piece and speaks to the controllers of the shield generator. "On my signal, open the barrier on the north-west sector."

"Request conformation, my king." the controller asked. "You said open the barrier?"

"On my signal."

Charlie stepped in front of his people, he began to chant the people's battle cry. All the Nav'i repeated it after him. Jack readied his new sword, Bumblebee reloaded his cannon, they all got ready.

"PANDORA FOREVER!" Charlie cried.

With that said, everyone charged for the barrier. While they ran, Charlie gave the order into the communicator, the barrier suddenly split open. The Insecticons saw their chance and enter the shield, the swarm was made of hundreds and thousands.

Jack-T and Charlie were the fasted heroes, so they were out in front. The saw Sean this fighting and decided to help, they leaped into the air and crashed into the bugs. Once the two armies clashed together, the battle had begun.

=================================================

Meanwhile, on the forge, Mothball was flying the ship. Optimus was outside, holding a steel chain; one end was attached to the ship, while the other was in Prime's hand.

"We have to get the forge working again." Prime stated.

Mothball replied, "Okay, how do we do th...?"

Before he could finish, Optimus started swinging the ship around in a circle, Mothball was going to throw up.

Where there was enough thrust, Optimus cried, "Fire the engines, bug." Mothball did as ordered and punched it. The ship was shot across the sky, pulling Optimus with it.

Until Prime hooked his feet onto one of the rings, he pulled with all the strength of the Primes. "More power!" he cried. Mothball pushed the lever as far as it would go, the pulled broke the stasis lock, the forge started working again.

Ironhide and Screwball watched from the moon's surface, the core of the moon opened and shot a burning hot beam at the vat of metal bars. However, as the metal started to melt, the mechanism broke and core closed.

"Damn it." Ironhide stated.

Mothball heard that over the comms, "Did he just say, 'Damn it'?"

Ironhide explained, "The forge is quite old, without the heat from the core, I can't heat the metal."

Optimus heard that, "How long will it take to heat the metal?"

"A few minutes, maybe more. Why?" Ironhide replied.

"I'm going to hold it open." Prime explained.

"That's suicide."

"So is facing Megatronus without that sword."

Optimus Prime used the no-gravity in space a flew across to the core's entrance.

Chapter 14

Optimus Prime positioned himself in the centre of the opening to the core, he was about to hold open the hatch, and be blasted by the power of a moon's core.

"Now remember Prime." Ironhide started. "Your about to take on the power of a moon's core. It'll kill you."

"Only if I die." Prime replied.

"Yes? That's what killing you means."

Optimus wasted no time, he grabbed the handles and opened the hatch. Without warning, the beam from the core shot passed his body and was on a direct course to the vat of metal.

"Hold it. Hold it Optimus." Ironhide ordered.

The forger looked into the vat, the metal was starting to melt. However, Prime could not take much more, he screamed in pain and scorch heat burn his metal body. Once the metal had melted, Ironhide pushed the vat over, the liquid metal poured into the mold. The mold was shaped into a sword blade, the legendary Star-Saber.

Optimus saw the work was done, so he let go of the handles. The pain knocked him unconscious and the gravity pulled him towards where Ironhide was with the vat.

Mothball, who was still in the ship, saw Prime fly past him and went to help. Screwball watched the last prime crash in the room, Ironhide brought the mold forward and started breaking it open. Mothy landed the ship and went to Prime's side, he was burning hot from the core's beam.

"Optimus, come on man. Wake up." While he spoke, Ironhide broke the blade out of the mold. Mothball turned to the forger, "I think he's dying."

"He needs the sword." Ironhide replied.

The forger looked up, something was missing. "Where is the handle?" he then turned to Screwball. "Pony, help me find the handle."

Screwy saw Optimus dying, she had an idea. Using her chaotic powers, she summoned all the scrap metal from around the room and bent it together in the shape of a sword handle. It connected to the blade, the sword was complete.

Optimus' finger started to move, the sword lifted into the air slightly; Prime's fingers suddenly sparked with electricity.

===================================================

Meanwhile, on Pandora, the battle was already tearing through the Nav'i army.

Sean was standing on the his two back tentacles, the other two were held in the air. The were slashing and swiping at the Insecticons, until he was hit by something.

The Superior Octopus was bashed away by a large anchor on a chain. The other end of the chain led to where Demolisher's used to be. Him and Shatter were standing at the barrier opening, watching their army tear through the enemy.

Daniel, although inside the Rhino suit, was being knocked down to the ground. Jack-T was being swarmed as well, the new sword was affecting the cons, but there were to many.

Charlie was on the comms to the nurse, "Please tell me your nearly finished."

"I've barely begun, my king." she replied.

That's when Charlie got over run as well, the tackle him to the ground. All seemed lost for the heroes, that was until....

A strange blue beam shot down to the centre of the battlefield, a large blade was thrown from the beam, it spun through the air and killed every Insecticon it struck.

When the beam disappeared, Optimus stood tall and mighty. With Screwball on his shoulder and Mothball hovering next to him. The three of them turned to the remaining Insecticons and were about to charge.

Until Daniel's suit opened up, revealing his face; he shouted, "Ha, you guys are so screwed now!"

Optimus put Screwball on the ground and began to run for the enemy, in strong words he shouted, "Bring me Megatronus!" He then leaped in the air and dropped onto the cons. He swung his sword around once and decapitated seven Insecticons. The rest of the heroes assisted them and the battle continued.

===============================================

On the planet of Equestria, the mighty Megatronus stepped through a blue portal, he saw just one hero sitting on a rock in the middle of the Everfree Forest.

"Oh yeah." Strange commented. "You're much more of a Megatronus."

"I take it, the Fallen is dead?" the titan asked. Strange just nodded ever so slightly. "Doesn't matter, he did as ordered by bring you here." Megatronus explained.

"Why are you doing this? What could possibly gain from these stones." Strange asked.

The titan decided to explain his plan, "It's not what this these stones do for me, it's what I'm going to do from the universe. Once I have the infinity stones, all six of them, I will simply have to snap my fingers and half of the universe will no longer exist."

"But why?" Strange continued to ask. "What could that possibly achieve?"

"The universe is to busy fighting it's wars and wasting precious resources, to realise we are running low. By eliminating half off everything, the other half with be able to thrive over what it can gain, forgetting what it has lost."

Little did the titan know, he was being watched by the other heroes who were hiding among-st the trees. Spiderman couldn't listen to his plans anymore, so he stopped them talking by webbing a boulder and throwing it at him. The giant rock basked Megatronus into a tree, the boulder was still on top of him.

Spidey turned to Discord and said, "There, that did it."

"Yeah, if your goal was to tick him off." the draconequus replied.

The Decepticon titan used the Power Stone to destroy the rock, the used the Reality Stone to turn the chunks into bats; he sent the monster-bats at Discord and Adam. They tried to fight them off, but the bats knocked the to the trees.

Ivan suddenly came out of no where, delivered a good kick to Megatronus' jaw. He then leaped through one of Strange's portals, another one opened and Ivan came out again, he kicked the Decepticon somewhere else. Every time Ivan kicked the titan, he would land through a portal, he would also say something like, "Magic. More magic. Magic with a kick."

Until Megatronus finally grabbed the boy and smashed him onto the ground, the titan muttered, "Insect!"

He would have killed Ivan, if Rainbow Dash hadn't came flying towards him and hoove kicked him in the chest. He stumbled back and Kid Arachnid got back up.

"I should have finished you of in the cell." Megatronus stated.

The Pegasus mare replied, "You'll wish you did."

She then started hitting him in the face, Ivan webbed his arm to the ground. Strange came forward and wrapped magic chains around his body, he couldn't move. Adam and Discord came forward, Spidey grabbed the titan's left arm and started trying to pull the gauntlet off.

"Ivan, give us a hand, would ya?" Adam asked. Ivan came over and helped him pull.

Discord walked up to Megatronus, "Not so tough now, huh? By the way, this was my plan."

A portal opened above them all and Twilight dropped onto Megatronus' shoulders. She pressed her hooves against his head and her horn began to glow. Suddenly, the titan began to calm down, she was holding him in a trance.

"I don't know how long I can hold him." Twilight started to cry a little. "He's very strong."

While the other heroes held the Decepticon in place, Discord continued to insult him to his face. "You think your so strong. I'll ask you once, where's Fluttershy?"

Twilight could read the titan's thoughts, "He's regretting something, some on he's harmed."

"What does this, monster, have to regret?" Discord said while imitating the Decepticon.

"Fluttershy."

Discord turned to Rainbow Dash, "She had the Soul Stone inside her, he had to drain her soul to get it. When that was done, she became very weak."

The lord of chaos then turned back to Megatronus, "Tell me she's lying." the titan didn't answer. Discord said, "Monster, tell me you didn't!"

Megatronus could only say, "I had to."

"No you didn't."

Adam turned to the draconequus and said, "Keep it together, Discord." but he was growing more angry. "Keep it together, we've almost got this off!"

Discord started punching the titan in the face, "NO YOU DIDN'T!! NO YOU DIDN'T!!!!"

The Decepticon was rocking about so much that Twilight lost her concentration and fell off. Megatronus came around and punched the two spiders away before they could pull his gauntlet off. He used the Power Stone to blast everyone else away.

Discord, Twilight and Rainbow Dash would have been thrown away if Ivan hadn't caught them with his webs. He said, "I got you, you, and you. Sorry, I can't remember anybody's names."

Chapter 15

With Optimus joining the battle of Pandora, the heroes thought they might have more of an advantage. However, the more soldiers the heroes had, the more Insecticons would attack. Shatter put her finger on her comm, it signalled the ship to unload the secret weapon.

At this point in the fight, the whole Decepticon army had entered the barrier, so it had closed again. But that didn't stop the secret weapon from getting in; there was a sudden rumble under the ground.

"What's happening?!" Daniel cried as he kept fighting.

From under the ground, Decepticon tanks had dug under the shield, the drove from the dirt and onto the battle field. Each blast from the tanks could destroy a Cybertronian brute, the Nav'i were not match, so they started to retreat. However the Avengers knew they had to keep fighting, so they pushed forward.

Heather could see the battle from the tree, she had to do something. She turned to Jack, he was still on the medical table; she turned back to the battle and charged for it.

Just as the tanks were about to run over the Nav'i army, Heather flew down right in front of the Decepticon machines. Using all her power, she halted the tanks in their path, they were suddenly pushed back. When Neterie saw what Heather just did, she said, "Why was she back there, all this time?"

However, there was one tank in particular that caught Jack-T's eye, the was shaped like a large barrel. The turret turned to the Nav'i home-tree, it fired a long, burning hot beam; it burned through the tree wall. The Decepticons call it the, Battering-Ram Cannon.

Little did the heroes know, coming in round the back of the tree, and killing three Nav'i soldiers along the way; Dropkick had broken into the tree. He made his way to where Jack was, the nurses were still working on him.

When guard saw the Decepticon coming, he alerted the nurses, before being stabbed by Dropkick and his blade. The head nurse grabbed her bow and fired an arrow in the con's shoulder, it didn't phase him that much. The Decepticon activated his Subsonic Repeater, killing the nurse with just a few bullets.

Jack got up when the nurse died in front of him, he stood up and charge at Dropkick. The two of them clashed, it sent them rolling outside the tree and near the battlefield. Jack-T noticed the other Jack and Dropkick battling by the field, so he got on the comms to any available hero.

"Guys, Jack on the ground, I need back up." New Goblin explained.

Sean replied, "I'll meet you there."

Heather stated, "On my way."

But before she could head to the Jack, she was punched into a pit by Shatter. The Decepticon seeker jumped into the pit with her and said, "Now you die, all alone."

"She's not alone."

Shatter looked up to see Olessia standing in front of her.

"She's got help." Neterie said as Shatter turned around to see the Nav'i queen behind her.

The three female superheroes had her out numbered, but that didn't stop Shatter from turning her hand into a Scatter Blaster and firing at Olessia. The spy girl dodged the blast, but the Seeker leaped forward to try and stab her with her blade.

When Shatter landed on top of Olessia, she muttered, "Any last wor…?"

But before she could finish, Heather lifted Shatter into the path of the next Battering-Ram Cannon beam. When it fired, the beam caused the Decepticon's body to explode, Olessia watched her destruction and was then splattered with a little energon.

"That was really gross." she muttered.

===============================================

Back on Equestria, Adam was the only hero still fighting. Discord, Twilight and Rainbow Dash were knocked unconscious; Ivan was trying to keep them from being blown away from the blasts; and Strange was trying to think of a way out of this.

Megatronus was being hit with rocks, punched, kicked in the face & even slapped by the spider based hero, nothing seemed to stop him. Although, the titan did feel the side of his head, a little blue liquid was leaking from his forehead.

"All that for a drop of energon?" Megatronus stated.

Adam continued to fight, but the battle was already lost. The titan would repeatedly grab his mask and rip it off, but the nano-tech would just reform it. Spidey activated his spider-legs and tried slicing at Megatronus, but the titan could just grab them and snap them off.

Once he did that, the titan took the severed spider-leg and stabbed Adam through the side of the stomach. Spiderman fell to his knees, almost as if he was dying; his nano-tech mask revealed his face, he looked up at his defeater.

"I hope they remember after your gone." Megatronus stated.

Just as the he was about to finish the job, Strange raised his hands in surrender. He muttered, "Please, spare his life, and I'll give you the stone."

The titan was listening, "No tricks, wizard."

Doctor Strange waved his arms in the mystic way and opened the Eye of Agamotto, the Time Stone floated out of its place and hovered towards the titan.

Megatronus let go of Adam, he held out his hand a grabbed the stone. He wasted no time placing it in the slot by his thumb, in dark words; he muttered, "One to go."

He used the Space Stone to teleport himself to Pandora, Discord had come around and tried to pounce at the titan before he got away. But it was too late, Megatronus had slipped through his fingers again.

Discord whimpered, he asked, "Did we just lose?"

Adam used his webs to seal his wound, he turned to Strange and asked, "Why did you do that?"

Strange replied, "I had no choice, were in the Endgame now."

===============================================

Jack-T and Daniel arrived to help Jack, however, Demolisher bashed into Daniel. Leaving Jack-T to help the other Jack on his own.

Daniel was still trying to get Lizard to come out and fight, but he couldn't concentrate due to Demolisher continually punching his suit. The science boy was out of ammo, so the guns were no help; all Daniel could do was punch and stab with the horn.

"Come on, Lizard. This is what you do. So come on, big opening. Come on, come on." Daniel chanted. But all he got was the lizard's voice coming from his mouth, he let out a crying, "NO!" That's when Daniel decided, he'd had enough of this. "Alright screw you, you scaly faced ass-hole. I'll do it myself."

Daniel tackle Demolisher, he took one of the ammo kits from the Decepticon's holder. He loaded the ammo into his cannon, he also took a missile from the brute, and stabbed it into his chest.

Daniel fell back and pointed his gun at the missile, Demolisher tried to pulled the missile out and was crying, "No, don't!" But Daniel fired. The missile exploded and to the Decepticon with it, his body shattered into chunks of metal.

Meanwhile, Dropkick was still throwing Jack around, Jack-T arrived to help him. New Goblin threw his sword into Dropkick's back.

When he felt the pain, the Decepticon cried out. Jack-T grabbed his sword and stabbed it deeper; he then pulled his word upwards, cutting the top part of Dropkick's body in half. The now dead Decepticon just fell to the floor, Jack-T went to help Jack up.

As the two of them came to their feet, the wind started to pick up. They noticed a blue portal being opened behind them, Jack pressed his ear pod and said, "Everyone, converge on my position."

Final Chapter

The blue portal opened, the Decepticon titan walked onto the planet of Pandora. Jack-T and Adam's brother watched him walk onto the planet's surface, he wore his gauntlet; it had five out six infinity stones, he came here to get the last one.

"I need everyone here now." Jack-T said into the comms.

Megatronus raised his gauntlet, signalling that he was ready for whatever the heroes were going to throw at them. New Goblin ran for the Decepticon, swing his new sword, but he was just blasted away by the Power Stone.

The other heroes arrived, they tried there best to fight and hold their ground. Megatronus used the Space Stone to send a rock at Daniel, it caused him to crash into the side of the Nav'i home tree. Olessia was grabbed by roots and branches, they were being controlled by the Reality Stone, she was trapped due to their tight grip. Both Bumblebee and Neterie were blasted away by the Power Stone, leaving Charlie to be pushed away with the power of the Space Stone. Even Screwball and Mothball were held in place by branches controlled by the Reality Stone.

Once all the other heroes were knocked away, Jack-T tried to attack again. Megatronus punched down onto him, but his goblin-strength allowed him to grab the mighty glove. He pushed back with all his strength, but the titan used his other fist and punched Jack-T out cold.

The Decepticon had gotten past all the Avengers, Heather was standing in front of Jack, he had the last stone. The girl used he power to blast Megatronus away, he tried to block it with the power of the other stones.

Once Megatronus had gotten close enough, he used the Power Stone one last time, to blast her away. He had done it, there were no more distractions, the last stone was his for the taking.

He picked Jack up by the neck, not even Jack's super-strength could break him loose from the titan's grip. Like what he did to Fluttershy, he raise the gauntlet up to the poor boy, he could feel the power being drained from his body. A yellow glow was being drained from Jack and into the final slot of Megatronus' infinity gauntlet.

Once the Mind Stone had been formed from Jack's power, the boy's body went cold. He had all the power and life drained out of him, so the poor boy, died.

The Decepticon titan threw the lifeless body to the floor, he could feel the power of all six infinity stones flowing in his spark chamber. Now he could finally give his gift to the universe, he raised his gauntlet and was prepared to snapped his fingers. Until....

"MEGATRONUS!!"

The Decepticon looked up and saw the last prime charging at him. Optimus threw his sword and it spun out of control, Megatronus used all six stones to try and blast the sword away, but it wasn't enough.

The Star-Saber stabbed it's way through the titan's chest, he fell to his knees, thinking that death was close. Optimus walked up to Megatronus, he gripped the handle of his mighty sword.

"I told you, you die for that."

The titan looked up at his killer, he muttered, "You... you...you should...you should have gone for the head."

Megatronus raised his gauntlet, Optimus tried to stop him but it was to late.

*SNAP*

===================================================

The titan woke up, he was suddenly back in Cloudsdale, the city of the Pegasi. Only the town was deserted, not a pony in sight. He looked around and saw one life form standing in the children's playground, he walked over to her, he recognised the little yellow filly.

Standing in the middle of the play park, was a ten year old Fluttershy, she looked like she had not aged a day. She turned around and looked at her former father figure.

"Did you do it?" she asked in her light, innocent voice.

"Yes." Megatronus replied.

"Was it worth it?"

The titan did not answer that, he just looked at her as the air started to brighten.

===============================================

"What did you do?"

Megatronus came around, he saw Optimus standing in front of him, with his sword still in his chest. He looked at his gauntlet, it had been scorched and burn; the metal glove had welded to his hand.

"What did you do?!" Prime repeated.

The titan didn't say a word, he just opened a portal with the Space Stone and disappeared. The Star-Saber fell to the ground, all the Avengers had recovered from their battle. Jack-T stepped forward and asked, "Where'd he go?"

The wind began to pick up, they could hear a ghostly whistle in the breeze.

"Prime."

Optimus turned around, he saw Bumblebee holding up his hand. Fragments of dust started to fall from the scout fingers; Bee suddenly fell to his knees and shattered into dust. Optimus walked over to the remains of his friend, he felt the ground, Bumblebee was gone.

Out on the battlefield, Nav'i soldiers were suffering the same fate. As if they were being chosen at random, they started to turn to dust and disappear.

Charlie found Neterie lying in the dirt, he went to help her and said, "Get up, Neterie. This is no place to die." But as she grabbed her husbands hand, it shattered into specks, Charlie was gone just like all the others. Neterie held back her tears as her love vanished.

Rory and Sean were still out on the field. Just as the Falcon was trying to stand, his body started to disappear, he groaned his he disintegrated. Sean didn't see him vanish, so he just kept searching the field, trying to find him.

Heather knee down and looked at Jack's corpse, she noticed her hand started to wither. She eventually disappeared like those before her.

Screwball found Mothball laying against a log, she saw he was disappearing. She muttered, "No, no. Mothy." Screwy place her hoove on his face, but she couldn't help him. He disintegrated into nothing.

===================================================

Meanwhile, on Equestria, they're situation was no different from the others.

Discord helped Twilight up, but she felt a strange disturbance in her horn. "Something is happening." she stated. With those words though, her body shattered into dust. Discord's hand pasted through the cloud of smoke that was once his alicorn friend.

He turned around to try and find Zany, but he didn't like what found. Discord saw his baby boy shrivel into specks of dust as the wind blew him away, tears actually fell from the draconequus' eyes.

Adam turned to his friend, but Discord wasn't doing to well either. Spidey muttered, "Stay with me, Discord." But that didn't stop the lord of chaos vanishing just like all the others, his final words were, "Ah man."

Spiderman turned to Doctor Strange, he asked, "Happy now? Are you happy with the choice you made?"

Strange replied, "I told you, there was no other way. We're in the endgame now." Adam was confused as to what that meant. But before he could ask, Strange disintegrated away.

"Adam."

Adam turned around, he saw Ivan moving towards him. "I don't feel so good." Ivan said. He then wrapped his arms around his mentor, "Please Adam, I don't wan to go. I don't want to go." he repeated; until he fell to the floor.

Adam looked down at him and said, "It's okay."

Ivan replied, "I'm sorry." Like the others, Kid Arachnid withered away. Adam tried to grab hold of him, but he was already gone.

Adam and Rainbow Dash were left alone in the Everfree forest.

=================================================

Within a prison cell, on board Megatronus' ship; Fluttershy sat in her cell, waiting for the worst.

However, it came in a strange form. She suddenly felt weird, her body felt strange and ill inside, she could only imagine what this meant.

She looked at her hoove, it was starting to disappear, her whole body was vanishing into dust.

I sweet words, she muttered, "I love you, Discord." And then, she was gone.

==================================================

On a distant planet, called Naboo, Megatronus sat down in a little hut. Not made from metal, it was made from sticks, like a simple farm house.

From this hut, he watched the sun rise just over the ridge, the planet was going to have a beautiful day.

He had given his gift to the universe, he hoped it would thrive that it would no longer have to fight for resources. No more wars, no more fighting, only peace through out the universe.

The End.....for now....

Post Credit Scenes

Driving down the street, Adam's parents were on their way home, they had the money ready to pay Heather for babysitting. As they drove, the guy in front of them wasn't staying on one path.

"Adi, what's that guy doing?" Adam's mum asked her husband.

Adam's dad didn't know the answer; however he got a shock when the car in front suddenly crashed. Adrian stopped the car and left it, he went to check to see if the other driver was okay.

He looked through the driver window of the car, but no one was there. The driver seat was empty, as was the rest of the car. However, Adrian could tell someone was there, because the seatbelts had been buckled. He was walking back to his car, when he heard another crash.

He looked up and saw a helicopter crash into the nearby building.

"Jenny, come take a look at this." he said to his wife.

But when she got out the car, she suddenly felt strange. "Adi?" she muttered before the feeling took a hold of her. Adrian looked back at her, but she had disappeared in a cloud of dust. He noticed the same thing was happening to people in the streets, so he had to work fast.

He raced to the back of his car, and opened a secret compartment. It contained a communications device, he sent a signal to a hero who had been off-world for the past five years.

As the message was being sent, he looked at his hand, he was starting to disappear too. Just before he went, he managed to say, "God, help us."

==================================================

On the roof of a building, in another area of the town, Wiktoria and her parents were ready to conduct their experiment.

"Okay Kian, you ready?" Mrs Pym asked.

Kian was in his Ant-man suit, he was about to take a trip into the quantum realm. He held a container, to collect quantum particles.

"This should help our new friend, Ghost." Kian stated.

Ant-man stood in front of the quantum tunnel, Dr Pym counted down from five. "Five, four, three, two....one....go."

Wiktoria flipped the switch and Kian was sucked into the tunnel. From the outside, she could see her boyfriend in the quantum realm, collecting the particles. However, as she watched him, she began to feel strange; like something was happening to her. Her parents felt the same way, before they suffered the fate of Megatronus' gift.

Inside the realm, Kian muttered, "Okay guys, I got the particles." But nobody answered the communicator. Kian floated in the quantum realm, waiting for a response. "Guys, are you okay? Come in guys.....guys...."

=================================================

The next day, within Avengers HQ, the Jack-T, Olessia & Sean had returned and found the communicator that Adrian had dropped before he was snapped away.

"So, what do you think this thing is?" Olessia asked.

Jack-T replied, "It's not 'what it is' that's the question. The real question is, 'who was it calling'?"

The team were about to call it a day, until Olessia turned around and got a real shock.

"Where's Rory?" said a girl standing in front of the heroes. Her suit was glowing like some kind of proton energy, she looked about the same age as them.

The only thing Jack-T could say was, "Rose?"

To be continued...….

Chapter 1

Author's Note

This is a story I've been wanting to share for ages. I came up with the idea a few weeks after the film came out.

Endgame will follow after this.

Chapter 1

Far across the universe, buried deep within a lost asteroid, an evil force was plotting a return.

"Forgive us, one true Decepticon. The stones have been destroyed."

Shatter and Dropkick returned from a scouting mission, they had witness the defeat of Mysterio and the destruction of the Infinity stones. The two Decepticons bowed to the one sitting on the throne, this titan was bigger than them, he had to be the size of Grimlock.

"You have much to learn, my children." the one on the throne explained. "The stones were merely a vessel. The mystical energy, the knowledge of the universe, can never be destroyed. It can only transform."

Dropkick raised his head to his master, "The infinity stones can do that?"

"They can, and they have. The energy of each stone has been absorbed by a new relic, they are now scattered across the universe."

Shatter stood up and said, "Then the plan can continue. We must find the relics."

The one true Decepticon stood up from his seat, "Patience my warrior. We must not draw attention to ourselves, yet.

Their master made his way past them, the two Decepticons followed their leader into a another room.

Within this other room, the walls were covered in glowing blue pods, each one was filled with a strange blue liquid and a mechanical creature. The three Decepticons were greeted by a new figure, one who was watching over the pods.

"Fallen, what news of the hatchlings?" the master asked. "I need my army ready for when we attack our first target."

The Fallen turned to his master and replied, "Mighty Megatronus. We need fresh energon."

On the table in front of The Fallen, was one of the pods. The Decepticon simply tapped the blue crystal shell, and it cracked open. The energon began to leak onto the floor, the creature inside slipped through the crack as well. The hatchling fell to the ground, it freaked out a little, before dying on the spot.

"Unless we find new energon, my lord. The hatchlings, will keep dying."

================================================

Orbiting the planet Cybertron, were the planet's two moons. One the first moon, was the Autobot forge, the most power weapons were made there. This one station was manned by only three Autobots, Ironhide, Hound & Wheeljack. They were Cybertron's best forgers, able to turn any scrap metal into weapons and armour for the Autobot Resistance.

"Ironhide, grab that cable." Wheeljack yelled to his team member.

The two of them were trying to get the forge working again, they heard about Megatron's surrender and the ending of the war. However, they were still trying to build weapons, just in case it was a trap.

Ironhide grabbed the fusion cable that was hanging from above, he pulled it into the power grid. "I got it, try it now Hound."

Whilst Wheeljack and Ironhide was plugging and unplugging cable and circuits, Hound was at the control console, trying to get the power back online. The Autobots had no idea that a threat was flying straight for them, and the moon they were on.

Heading straight for the forge, a Decepticon warship was being flown towards the Autobot base, the ship launched dropships to descend on the forge.

Hound looked up from his console and saw the invasion coming, he yelled to his team, "Autobots! Decepticons are coming. Arm yourselves." he cries as he activates his X18 Scrapmaker.

Ironhide and Wheeljack see what he means when they look to the sky, Ironhide activates the canons that were on his wrists & Wheeljack grabs his Path Blaster.

The dropships soon land outside the entrance to the forge, from these ships, Megatronus, Shatter, Dropkick & another Decepticon led what army they had to attack. Shatter transformed into her jet mode and flew to the sky, she launched her heat-seekers and they flew towards the fuel tanks; they exploded upon impact.

Some Vehicon Troopers tried to storm the front door, Hound armed a gun turret on top of the gate, he began firing at the enemy. Many Decepticons were killed in this small battle, Megatronus began to approach the big, metal door.

He turned to this new Decepticon and ordered, "Demolisher, create an entrance."

The Decepticon brute activated his Thermo Rocket Launcher, blowing a hole in the door. The Vehicons swarmed the forge and captured the Autobots.

===============================================

Ironhide, Hound & Wheeljack were brought before Megatronus, Shatter had landed in front of her master and approached one of the captured Autobots.

"Hound, good to see you again."

"Hello Shatter, how longs it been? Three, four hundred years?"

Shatter turned away from the prisoners and Megatronus marched closer, he was mainly talking to Ironhide.

"I have a proposal for you. I need a device cable of holding the power of the stones." The titan's sharp finger pressed had against the side of Ironhide's head. "Make me the device, and your fellow Autobots will live."

The Autobot didn't know what to do, he hated dealing with Decepticons. But his friends lives were on the line, so he nodded in agreement.

Megatronus was pleased, but he needed to be shore, "Dropkick, kill one. Show him we are serious." he ordered.

Ironhide cried, "No! Stop! I'll make the device, just don't!"

Dropkick pointed the Corrosive Slime Canon at Wheeljack, the Autobot did not fight to escape, he sat there and excepted his fate. "Til' all are one." he muttered.

The Decepticon fired, blasting his body with the burning acid. Wheeljack fell to the floor, energon leaking from his mouth, he looked at his finger as the began to rust and melt away. Ironhide and Hound couldn't bare to watch their friend melt away like scrap metal.

When the deed was done, Wheeljack was gone. Dropkick moved back towards his superiors and allowed his master to continue speaking.

"Now." Megatronus started. "My device?"

The Vehicons let Ironhide go, he wasn't going to attack; he'd be risking his life, and Hound's. So he marched to the work tables and began constructing the device that could harness the power of the stones.

The Decepticon titan chuckled a little, his plan was coming together perfectly.

Chapter 6

The nano-tech finished covering Adam's body, forming the Iron-Spider suit.

Demolisher reached the boy and tried to crush him under his fist, but Spidey summoned a web shield of his arm, blocking the attack. Four metal spider-legs sprung from Adam's back and started swiping at the Decepticon; Spiderman shot webs at a car and pulled it towards Demolisher, it bashed him into the building beside them.

Daniel looked as his friend encased in the suit, he asked, "Where'd that come from?"

"It's nano-tech, you like it?" the boy replied.

Suddenly, Adam was knocked far away, he was hit with a piece of rubble that the Fallen had thrown at him; using his telekinesis. Spidey was flung all the way to the park, the one down the road.

Strange turned to Daniel and said, "Dr Sandy, if the rest of your green friend won't be joining us." he used his magic and pushed Danny through a portal, the science boy landed in the park where Adam was.

Daniel fell to his knees and started slapping himself, "Come on Lizard, what are you doing? Come on. Come on!"

"No!" Daniel suddenly said, but in the Lizard's voice. He fell back on the ground and started asking, "What do you mean, 'no'."

==================================================

Back in the streets, Doctor Strange and Bill were using magic to try and fend of Fallen. The Decepticon warlock continued to lift pieces of the street with his power, and throw them at his enemies. Strange would use portals to avoid the attacks, while Bill used shields to bash the building chunks away.

Suddenly, The Fallen used a more deadly attack. He lifted brick into the air, crumbled them into spike and made them fly through the air like missiles.

Strange saw the spikes coming; he opened a portal and allowed the spike to enter. Then Bill opened another portal, the brick spikes flew out again. This time, the were heading for The Fallen. He try to avoid them; unfortunately, one of the spike struck him in the eye. He cried in pain, and pulled the spike from his eye; Strange could the energon leaking from where an eye used to be.

The Fallen threw another piece of rubble, Bill was it's target, it knocked him away. This left Strange to fend for himself, so he summoned magic shields and readied himself for the next attack.

What he didn't expect, was Demolisher knocking into a build wall; Fallen used his power to trap him under the bricks. Demolisher then runs for the park, to finish off the other two.

Fallen floats up to Strange and says, "Shame, you put up a good fight." But when he tried to grab the stone, his hand burn like it touched acid.

"Simple spell, but quite unbreakable." Strange said.

"Then I'll take it off your corpse!"

The Decepticon threw the wizard to the ground, pipes sprung from the street and wrapped themselves around Strange's body and neck; Strange couldn't breath. So he fell on the ground and passed.

The Fallen lifted the chunk of the street Strange was lying on, the street chunk followed the Fallen as they went to where the ship was going to pick them up.

===============================================

Back at the park, Demolisher found Adam and began swing his mace at him. Until, with one swing, Spidey was knocked into a tree.

Daniel ran to his friend and asked, "Hey Adam, how we doing?"

"Fine, are you planning on helping any time soon?"

"I'm trying, he won't come out."

Spiderman then pushed Daniel out of the way when Demolisher's mace came at them. The Decepticon picked it up and got ready to fight again. He dropped the mace onto Adam, but someone caught it before it crushed the hero.

"Hey everyone." Ivan said as he looked up at the giant robot.

"Ivan, what you doing here?" Adam asked.

"Just passing by."

The two spider began crawling all over the Decepticon brute, wrapping him in webs. During the wrap up, Ivan asked, "Uh Adam, what is this guys problem?"

"Uh, he's from space, he came to steal a necklace from our English teacher."

The two of them saw The Fallen float passed, Strange's cloak freed him from the pipes and carried him through air. Adam saw the wizard escape and then looked at Ivan.

"Ivan, that's the guy, get on that."

Kid Arachnid then swung after Strange, the Fallen had no choice but to follow them. Adam was about to follow to, but he got caught. Demolisher's mace opened up and grabbed Spiderman in it's clutches, the Decepticon threw the mace to the ground.

Adam was trapped, he knew he was done for when Demolisher marched towards him.

That is, until the Decepticon fell through a hole in the ground. Bill had arrived and opened a portal, Demolisher fell through it and ended up in the desert. When he turned back to the portal, he jumped up, trying to get back through. However, Bill closed the portal before he reached it.

Some of him got through, when the portal closed, it cut off Demolisher's hand. When it rolled across the grass, it stopped by Daniel's feet, he was disgusted and kick it away.

Spiderman broke free from the mace and joked, "Bill your invited to my Birthday." he then swung after Ivan and Strange.

===================================================

Ivan was still following Strange, with The Fallen following them.

Suddenly, a beam from the ship above, shot down to the street. Strange was caught in the beam, so he was pulled up to the ship; Ivan shot a web-line at him, but ended up being pulled up as well. So he contacted Adam over the comm-link, for some assistance.

"Adam, I'm being beamed up." Ivan explained into his communicator.

"Hold on kid, I 'm coming." Adam responded.

However, when Adam got there, the ship was already taking off. Ivan was holding onto the side of the craft, Strange and the Fallen were on board the ship. Spiderman jumped next to Ivan on the ship, and says, "Ivan, let go. I got this."

"But you said save the wizard." Ivan replied.

Adam speaks into and device and says, "Activate Kid Arachnid parachute." The back piece in Ivan's suit springs open and a parachute flies out, sending him flying to the ground.

Before he was gone, Adam heard Ivan yell, "Oh come on!"

Spiderman broke into the ship through a hatch, he crawled into the ship.

================================================

Once inside, he got a call from his mask. It was Fluttershy, so he muttered, "Blasted Time-lord tech." But he answered it anyway, knowing how she was going to react.

"Adam, are you there, what's happening?"

"I'm fine, there was just an alien spaceship hovering over the city. I'm taking care of it." he explained.

"Please tell me your not on that ship."

"I am."

"No. Adam, please no. Come back. Please come b...."

Adam lost the transmission as the ship started to fly into deep space.

Little did Adam know, Ivan was still on the ship. Before he was pulled away, he webbed onto the ship again and crawled in through another vent. But when he realized the situation, he muttered, "I should have stayed on the bus."